Starlight couldn't believe what was going on. Trixie Lulamoon, the pony that was supposed to be her best friend had once again stripped her of her clothing, and taken away her ability to use her magic, albeit most likely temporarily with that horrid limiter. And to add insult to injury she was making her wear a collar with a dog tag that read "Glimmy".

"Oh, why so angry Glim-Glam, or should I say Glimmy?" Trixie teasingly asked as she snapped the leash around the collar.

"Trixie, this isn't funny, I don't feel like..." Starlight began to protest before Trixie started to pull on the leash causing Starlight to fall forward her muzzle meeting the dirt below.

"No one said you could talk little pet" Trixie chuckle. "And I'm not done" she commented as she pulled a pair of fake dog ears and put them atop Starlight's own, though the left one didn't seem to fit quite as well as the right given Starlight was still wearing her ear rings.

"Trixie, this isn't funny!" Starlight complained again looking up at the mare.

Trixie just looked down sternly at the mare and again pulled tightly on the leash. Starlight attempting to resist this time until the tugging caused her to gag and she eventually gave in and fell onto all fours.

"I am going to teach you how to be a proper pet today" Trixie devilishly cooed "And pets do not talk without permission. Permission which you do not have" Trixie sneered.

"But!" Starlight began to interject.

"Uh-uh, I said no talking, not unless you want a visit from your little friend." Trixie huffed as she opened up her Cape revealing a small cylinder that Starlight quickly recognized as the Shock rod from the previous night in its neutral state. Her eyes got wide as she froze with fear.

"So Starlight, what will it be?" Trixie asked with a devious smile. "Will you be a good girl for today's training, or do I have to.....persuade you?" Trixie purred as she touched the dormant device.

Starlight prepared to reply, but quickly realized it was a trick. She paused for a bit before lowering her head and attempting to make her best puppy dog whine.

"Good, it seems you're a fast learner." Trixie cackled as she retracted her Cape. "Now c'mon Glimmy, let's go for walksies!" Trixie playfully teased as she pulled on the collar.

Starlight Glimmer huffed as the exhaustion set in. Trixie had been walking her for a good three hours now. She had crawled on all fours through dirt and grass, been chased by flyders and even been told by Trixie to bark at a Squirrel in a tree for no reason. She had been worn out and forced to act like an actual dog for no good reason other then for Trixie to get a sick kick out of it.

Starlight looked at Trixie who was still walking in front of her as she began to pout and whine.

"Now now my pet, I know you're tired but we're almost there." Trixie pointed with a chuckle her finger landing directly at the cave ahead. "See"

Starlight didn't know why but she felt a rush of relief rush over her. Perhaps she was just glad the mare had indeed had a final destination planned and wasn't just walking her around solely for the sake of harassing her.

As the two mares entered the cave they both stared around in awe. Bright white Crystal's eradiated a calming light as fire flys flew above and glowing grubs crawled below. But the most interesting sight was the large round glowing pool of fresh cold Spring water.

"You want a drink?" Trixie asked looking down at the rather worse for wear pony in pups clothing. Starlight nodded and whinned, even gave Trixie a few pleading barks and woods for good measure.

"OK then pet, you may drink" Trixie chuckled as she let do of the leash. Starlight slowly crawling forward as she went to drink from the spring.

Starlight stared at the water, it looked clear and crisp, no sign of any corruption or even any fish swimming around. She slowly moved her muzzle down into it and began to drink. The mare paused for abit as she took the first gulp. The water tasted amazing, fresh, cold and a tiny zest that was almost like.....magic.

"Does it taste good my pet?" Trixie asked with a chuckle. "You may answer with your words this time" Trixie smiled as she set down next to Starlight.

"Yes, yes....so good!" Starlight exclaimed as she continued to lap up the water.

"I'm glad you like it, because this is a very special pool" she chuckled. This caused starlight to pause and halt her consumption of the water.

"W-what do you mean mistress?" Starlight nervously asked.

"Here, let me show you" Trixie cackled as she levitated Starlight over the pool.

"You see my dear" she began with a mischievous giggle. "This is a transmogrification pool." Trixie revealed with a chuckle. "First I dump you in my little pet, then this!" She smiled as she held up a small bag of hairs.

"W-what are those?" Starlight paniced.

"Oh, just a few hairs from a female diamond dog" Trixie chuckled.

Starlight's eyes went wide in disbelief. "Trixie, mistress, y-you can't, you wouldn't!!" Starlight begged as she began to thrash around trying to break free of the levitation.

"I can and I will" Trixie huffed. "And stop whining, the transformation only lasts an hour or two, you'll be back to normal by the time we get back to sparkle spackle's castle." Trixie explained as she dumped the hairs into the glowing pool and soon after Starlight found herself falling in as well.

Starlight glimmer painted and whined as she crawled out of the pool. She feel to the ground as she finally escaped the water.

"Oh my, look at you!" Trixie cooed as she looked down at Starlight. Starlight just huffed as she forced herself up and turned around. She saw her reflection in the pool, her muzzle replaced with a dogs nose, her fur much messier, her breasts larger, her hands replaced with paws that had small claws at the end. She could also feel her tail was shorter and her bottom...larger. she just looked back at Trixie and pouted in a now more gravelly voice "why?"

"Well" Trixie began to cackle "I guess you could always say I've wanted to do it....doggy style." As she began to remove her cloths and pulled out another small baggie of hairs as she walked towards the pool.

"What's that?" Starmutt asked.

"Male Diamond Dog fur" Trixie chuckled as she walked into the middle of the pool and dropped the baggie. "Oopsie" she chuckled as a swirl of magical water began to grow around her.

Starlight stood there in shock, in horror, and as much as she hated to admit it a bit of arousal. Before her stood Trixie, transformed into a large muscular male diamond dog. If the creature didn't have the same color fur and hair as Trixie the pony turned pup wouldn't have even recognized her.

"Are you ready?" Trixie growled her canine member twitching as she approached Starlight.

"N-no, s-stop Mistress, master, please...I...I don't want to" Starmutt huffed as she began to crawl backwards.

"Oh well if not why are you so hot and bothered?" Trixie teased in a low gruff growl.

"I...I'm not" Starlight lied as her hand instinctively began to move down to her bitchood her right paw beginning to play with her cunt.

"Oh, did I forget to mention the bitch I got those hairs from was in heat?" Trixie cackled.

"W-what!?" Starlight asked in a panic. But it was too late as Trixie grabbed the mutt and began to rut her ass.

"W-wrong hooooowwllleee" Starmutt howled as the caninified Trixie mercilessly shoved his member in and out of his prey's backside.

"Oh, poor mutt. Does that hurt?" Trixie cackled. Starlight just whined.

"Well if you want me to use the right one who have to beg for it?" Trixie growled. "Prove to me you want it. That you deserve it!" The Diamond Doggified magician cackled.

"N-Never" Starmutt huffed.

"Fine then" Trixie chuckled as she removed her temporary member from Starmutt's backside and dropped her back onto the ground.

"Wh-what are you doing?" Starmutt panted.

"Oh I'm just going to sit on that rock over there until that body of your's desire to breed drives you crazy with lust and you beg me to fuck you silly" Trixie smugly teased.

"N-not gonna happen...you'll have wasted both our time for nothing." Starlight growled.

"Hmm, we'll see." Trixie cackled. "Like I said the effects of the pool last a couple of hours and I estimate we have an hour and forty five minutes left, so plenty of time for you to give in to those animal urges. "Trixie chuckled as she set on the rock, grabbing her hat that was nearby and pulling an issue of Play Pony magazine out of it. "Gotta stay ready" she smirked at Starmutt, her erect member not changing its size or position.

"Ha, Trixie is crazy if she thinks this is going to work!" Starlight internally chuckled. "For all she knows I could jump up right now and claw her eyes out while she's distracted with that magazine" Starmutt glared at the transmogrified show dog. "Or I would if she, he whatever wasn't twice my size" she gulped with a whisper. "OK. New plan, just wait it out, prove them wrong. Yes that can work" Starmutt chuckled as she lay flat on her back. Yes this will totally work.

Ten minutes passed an Starlight noticed her neithers began to ache. She started to squirm as she tried her best to ignore the sensation.

"You ready yet?" Trixie called over asking the mutt.

"Hell no, Fuck You!" Starlight growled.

"OK, whatever" Trixie chuckled going back to their magazine.

Ten more minutes passed and Starmutt's body began to grow hotter and hotter, her breathing became heavy.

"You ready yet?" Trixie asked.

"N-no" Starlight rasped.

"Suite yourself." Trixie replied.

Another ten minutes passed, thirty in total and the canine body Starlight was trapped in was aching, burning, begging to be used. All of a sudden Trixie walked over with one of her magazines "look at this" she smiled. Starlight compiled and looked at the image of a nude and quite pregnant mare. Her face became even more red.

"Hot, huh?" Trixie teased as she turned the page to see another mare breast feeding a newborn foal and another mare on the opposite page being milked by a machine.

"Wouldn't that be nice?" Trixie growled. "To be bred and have my puppies?" Trixie asked with a smile.

"B-breed? P-Puppies?" Starlight repeated with a rasp. The words and their associated thoughts driving her new body over the edge and turning her mind to mush!

"You want it don't you? My cock?" Trixie taunted.

"Breed, p-uppies....cock" Starmutt repeated with a rasp an intense wave of lust flowing through her.

"Beg for it, beg for it like the bitch you are!" Trixie growled as she pinned Starmutt to the ground.

"Neeed, yess" Starmutt moaned. "Please master, yes. Please, cock. breed. breed me. Want, need puppies, breed now!" Starmutt begged.

"I don't know...will you be a good bitch?" Trixie asked teasing their prey.

"Yes, master's good bitch! Breed now please!!" Starmutt begged.

"Well, ok then" Trixie smiled as she brought her member to Starlight's wet lower lips. "As you command."

Starlight moaned and barked in delight as Trixie relentlessly pounded her pussy. They were only fifteen minutes into the act but Starmutt had already cum twice, her body on overdrive. Trixie meanwhile was much more reserved seemingly hold ing back abit. "Please master" Starmutt begged.

"Hehe, ok" Trixie growled as she unleashed her first load into her pet. Causing Starlmutt to howl in glee.

Over an hour passed and both parties had climaxed multiple times, but neither wore out, at least not until a bright light surrounded both and they found themselves in their original bodies once more.

Starlight groaned as she ached all over, to exhausted to move as Trixie lie atop of her.

"Well, that was amazing" Trixie chuckled. "And don't worry, you won't really get pregnant, though you should be lucky neither of us are really diamond dogs or we'd both be in a pickle" Trixie chuckled. "So, did you get the meaning behind today's lesson?" She asked Starlight with a tease as she booped the exhausted mares nose with her finger. Starlight groaned but said nothing.

"Well I'll tell you I suppose" Trixie giggled. "The lesson is that on the inside Starlight glimmer you're nothing but a lowly horny little bitch. A bitch that now and forever belongs to her alpha-dog, me!" Trixie chuckled with a smile as Starlight slowly began to fall asleep, exhausted from the ordeal.

Author's Note

Well, ok then.

New really weird chapter. Sorry.

Anywho next time Tempest tries and fails to seduce Twilight and Starlight sinks furthur under Trixie's control.

Oh and Spike is there too I guess.

P.S. updates to other stories will be up soon, sorry for delays.