Friendship Bound

by Old Goat Abadeer

Rating: mature
Tags: Profanity, Non-consensual, Random, Violence, Anthro, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Other, Starlight Glimmer, Porn, Trixie, Tempest Shadow, Sex, Spike
Length: 18607

Starlight Feels Awful About How She Treated Trixie on Their Road Trip. Thankfully Trixie Knows Exactly How She Can Make it Up To Her.

Starlight, still ridden with guilt over how she treated Trixie on their failed "Road To Friendship" Tour decides she'll do anything to make it up to her friend. And Trixie is more then willing to take her up on the offer.

Story Contains: BDSM, Bondage, Sexual Discipline, Sensory Deprivation, Temporary Mind-Break and A Dom Trixie basically taking advantage of a guilty submissive Starlight.

Published 2018-09-14 04:00:01 UTC
Last updated 2018-10-11 02:59:12 UTC

Chapter 1: Anything To Make it Up To You!

Trixie blinked again unsure as she had heard her friends words correctly. "Would you care to repeat that?" Trixie asked in disbelief.

"I said I still feel really bad about what a horrible friend I was on our tour and how I sold your wagon and even though we got it back and made up in the end I still feel like A horrible friend and I haven't been able to sleep for days so please let me make it up to you somehow no matter what it takes!!" Starlight exclaimed somehow managing to get all her words out in a single breath a talent many thought was exclusive to Pinkie Pie.

"Wow, now that was a mouthful" Spike teased as he refueled the girl's teacups.

"I'll say" Trixie agreed as she took another sip of her tea and looked out on the veranda the two were sitting on, taking in her friends words as she looked at Ponyville below. "And you're sure?" She asked looking back at Starlight with a concerned face.

"Yes" Starlight calmly yet seriously stated as she stared at her friend. "I know you've forgiven me, but you know how I am Trix, I need to be able to forgive myself and I can't do that unless I feel I've done everything I can to make it up to you." Starlight pleaded grasping Trixie's hands and squeezing them tightly. "Please"

Trixie just sighed. "Fine, if it means that much to you" Trixie softly chuckled. "I'll think of a delightful punishment for you" She teased in a sultry tone as she gave Starlights hand a kiss and gently nuzzled her muzzle against it. "So you just rest up cause you'll need plenty of energy I imagine" Trixie sang as she got up and began to trot off and began to sway her hips in her usual egotistical and sexy manner.

"Um, are you sure that was a good idea?" Spike asked, the young Drake looking at Starlight with concern for the mare that had become just as much a sister to him in recent years as Twilight before her.

"I'm sure it'll be fine spike, Trixie and I are best friends afterall Starlight attempted to reassure him and maybe herself.

"Well if you say so" Spike sighed. "But if she tries anything funny just tell me and big bro spike will take care of her for good!" The young drake exclaimed as he made a confident pose and stretched out his recently grown wings.

"Big Brother? Seriously?" Starlight chuckled. "I'm a solid foot taller then you plus I'm only two years younger then Twilight who hatched you when she was five which means I'm still three years older then you." Starlight explained with a chuckle.

"Yea yea, you don't have to kill my buzz with facts you know" Spike pouted.

"OK, OK. Sorry Big Brother" Starlight teased as she bent over and have the drake a kiss on the cheek and a short loving embrace. "Now you better get ready for your secret date with Smoulder no pony er creature is supposed to know about." Starlight teased as she too trotted off back into the castle leaving the blushing dragon mumbling about how he was both blessed and cursed to live in a land full of so many beautiful creatures.

Trixie hummed as she set at the small picnic table that sat under the tree near her wagon. Since the end of her last tour she had remained parked near the bottom of Princess Twilight's castle. Something she was initially surprised her ex-rival was surprisingly OK with. Not that she cared the Princess of Friendship actually saw her as an ally now or that she finally respected the bond she and Starlight had formed or anything. "Cause I totally don't!" Trixie blushed as she lied to herself looking up at the castle.

"Oh this is just stupid!" Trixie huffed. "Starlight's the most important pony in the world to me, I can't punish her! " Trixie moaned. "But, she said that's what she wanted, will I a bad friend if I don't think of something!?" Trixie whinned. "Well, I don't hear you giving any useful advice Sparkle!" Trixie huffed looking up angrily at the castle despite knowing very well Twilight was out of town visiting her beloved brother and his family in the Crystal Empire.

"No, I have to do this my way!" Trixie huffed. "Starlight is my best friend and I have to find my own Trixieriffic way to help her feel better by punishing her...somehow." Trixie nervously chuckled at she looked down at her parchment. Just then a delightfully devious and perfectly Trixie idea hit her. "Oh yes, this will be great, great and powerful indeed she snickered as she gripped the quill tipped pen tightly in her hands, making sure to add the proper magic incantations into the words as she did so. "Oh yes this is gonna be good." She chuckled again knowing or at least hoping Starlight would approve.

Starlight yawned as she woke up from her nap and stretched her arms out and slowly got out of her bed looking into the mirror. She gave a soft smile as she took in her form. Startlight wasn't a vain pony,not like Rarity or Trixie could be by constantly bragging about how fabulous or beautiful they were, in fact she had spent most of her life mentally insulting and degrading herself but she did ocassionally have the confidence to admit to herself she was cute. She was petite in build her pink fur and stylish purple and aqua mane making her look like she was still a teen despite being in her twenties. Her breasts may have been much smaller then Twilight or Trixie's or most of her friends save for maybe Dash who was basically flat, but they were still cute and round and her flank may not have been that plump but it was still perfectly shaped and cute as a button. Starlight made her best faux sexy pose sticking out her tounge and laughing. "Its probably a good thing no pony knows I like to sleep in the nude she chuckled as she went over to her closet to put on some cloths to meet Trixie.

Later underneath the castle of Friendship Trixie stood by her wagon and gave her best confident pose as Starlight approached. "Welcome Trixie's great & powerful friend!" Trixie exclaimed. "Are you ready for your great & powerful punishment!?" Trixie cockily exclaimed.

"Hehe, sure thing Trix" Starlight chuckled. "Lay it on me"

"As you wish my dear Ms. Glimmer" Trixie teased as her horn lit up and the contracted appeared in Starlight's hand. The pinkish-purple unicorn blushing as she read it. "Oh, oh my"

Author's Note

Another new story cause I'm crazy like that. Yay StarTrix! Poor Glim Glam, what is she getting herself into!? Come back next time to find out!:trixieshiftright:

Chapter 2: No Big Deal. Just Signing My [Redacted] Away

Starlight Glimmer let out another notably loud and nervous gulp as she reread the contract for the umpteenth time. "And you're sure this is what you want" She nervously asked her dear friend Trixie Lulamoon yet again,

"Yep" Trixie deviously smirked.

"And you do realize that you're asking me to...." Starlight began

"uh huh" Trixie chuckled.

"And that if I sign this i'll basically be....until I, and given my hang-ups I have on ever forgiving myself that could take awhile." Starlight nervously chuckled still looking at her friend partially hoping this was all a joke.

Trixie just gave a gentle smile as she began to talk "Trixie is very well aware of her dearest of friends Starlight Glimmers...quarks" The showmare teased. "But you did say I could choose any punishment I wanted to in helps of getting you to put your conscience at ease and yes this is what I choose, though if you say no i'll more then understand of course" Trixie finished giving a fake pout. Trixie tried to hold back her laughter, she knew Starlight would never agree to something like this and with any luck she'd soon loose her patience, chew Trixie out and the two would make-up yet again and put this whole ridiculous ordeal and go get some Haycakes and Juice at Sugarcube Corner to celebrate. "Yep, Trixie this may be your best trick yet!" The showmare internally congratulated herself "There is no way someone as stubborn as Starlight will ever agree to this" The showmare internally chuckled as she watched her friend continue to stare nervously at the contract. "Though in the off chance she does I can still have some fun, really I guess I win either way in the end"

Starlight just breathed heavily as she tried to calculate the best course of action, she could get mad, blow her top as she did at times, rip-up the contract and huff off, but her mistreating Trixie and her guilt towards doing so is a big part of why she was in her current predicament to begin with. "OK Star, this is no big deal, it's Trixie, she's your best friend, this is probably just a trick, she'll have you do a few embarrassing things for a few days tops and then release you from this silly magical contract herself" Starlight reassuredly told herself. "C'mon, don't overthink this" she chuckled "Just be as boldly impulsive as you were when you almost killed Discord or like when you sold your best friends caravan without even asking her or thinking how it would make her feel" Starlight winced as her own words brought a tight pain to her heart.

"OK, I'll do it!" Starlight exclaimed as she quickly took the quill to parchment and signed her name as quickly in as large a print as she could. Trixie just staring there dumbfounded as Starlight rolled up the scroll and threw it back at Trixie, the girl unrolling and reading it looking at Starlight's signature below. "Well now" Trixie faux-cackled.
"Looks like you're mine now Star"

"Heh, guess I am" Starlight blushed. "So what shall we do first....Mistress" Trixie bit her lip, she still couldn't believe Starlight had actually agreed to the terms of the contract, she knew her friend could also be prone to act on impulse, but she didn't completely expect that side of her to win out here.

"well, why don't we start out with something easy." Trixie grinned. "How about we go in the castle and you get that cute little flank of yours to make me some Haycakes and Juice, wearing nothing but that cute purple apron Spike loves so much" Trixie commanded as she licked her lips.

Starlight paused for abit, thinking of how to respond, normally she'd tease Trixie for wanting a snack when it was just a few hours to dinner, but given the contract she had just signed that might be seen as refusal to comply which would result in punishment. Starlight shivered as she bit her lip, she wasn't opposed to a little rough play mind you, but going for that right off the bat most likely wasn't what either of them wanted...yet.

"OK Mistress" Starlight chuckled giving of a sultry grin "I'll be sure to make em nice and hot." She added giving Trixie a wink.

"Hehe, sounds good to me." Trixie chuckled as she wrapped her arm around Starlight. "You know I think i'm going to like this" She whispered into Starlight's ear causing the young mare to blush yet again.

Starlight hummed a happy tune as she finished baking Trixie's order of Haycakes and got out the grape juice to poor into a nearby chalice. "Honestly this isn't so bad" Starlight chuckled "I mean it's not like I haven't secretly walked around the castle O natural before" She giggled to herself remembering that time she had been so drunk after a night out with Trixie and Maud she snuck into Twilight's private section of the library where her mentor kept all the risque romance novels and set on a large bean bag chair reading all those awful "Fifty Shade of Hay" books butt naked. Though this was the first time she had walked around without cloths on command. well wearing nothing but an apron that is. "OK Trix, your food's ready!" Star chuckled as she came out of the kitchen and entered the dining room, Trixie patently waiting in the chair Twilight usually set in.

"So Princess Trixie are you ready for your meal?" Starlight playfully teased as she set the plate of Haycakes and chalice of juice infront of her.

"Indeed I am" Trixie playfully sang in response. "Infact i'm so famished from all this waiting I fear you'll have to sit in my lap and feed it to me my dear pet" Trixie cooed as she licked her lips.

"Your wish is my command my queen" Starlight bowed trying to quite her own laughter as she slowly took a seat in the slightly older mare's lap. Starlight didn't consider herself the type of pony to oogle others but she had to admit she was jealous of Trixie's body, the girl was stacked, not nearly as big as Fluttershy or quite as big as Twilight but still her sizable bust would be envious none the less, her thighs were thick and she had a genuine sexy and domineering presence in the way she carried herself, even if the confidence was mostly an act it was still sexy, or at least Starlight thought so. Then there was the fact that while Trixie may have not have had nearly as powerful magic as she or Twilight she had physical strength and stamina on par with that of an Earth Pony, then again Starlight could easily see how a life on the road could result in such an outcome. Trixie may not have been an athlete but she was still quite fit all things considered, despite her less then stellar diet and obsession with Hay, bread and nuts.

"While I don't mind you staring at me so longingly pet I would like my hay cakes sometime today!" Trixie huffed looking up at the cute pink mare in her lap.

"Oh, um sorry Trixe, er Mistress" Starlight blushed as she used her magic to levitate the syrup and frosting slowly pouring and spraying both on the Haycakes, Trixie licking her lips in anticipation. Starlight saw how eager Trixie was for her snack and couldn't help but let out a small snortlike chuckle as an idea formed in her head. "You know mistress, if you're still hungry after this, perhaps you would like some dessert" She playfully teased as she poured a little bit of syrup on her fingers playing with the sticky substance before using it to draw a heart on her above her breasts just above the apron.

"Hmm" Trixie exclaimed. "That's not a half bad propisistion, I shall take it into consideration my pet, but for now, Trixie requires sustenance" The showmare smirked as she turned her attention back to the haycakes.

Starlight gave out a small pout but with a sigh obeyed as she used her magic to cut up the sweet treat and feed it to Trix er her master. Trixie taking time to savor every bite before taking a sip of juice, Starlight admittingly getting a bit frustrated that the girl was purposely taking as long as possible with each bite just to taunt her. Thankfully however Trixie did finish her meal and quickly got up from the chair causing Starlight to fall flat on the cold crystal floor below.

"oww" The girl whinned she rubbed her flank.

"Thank you for that meal pet" Trixie looked back with a smirk. "Now that that's out of the way how about we go back down to my caravan and you can organize all my supplies for me." Trixie commanded.

"W-what but I thought" Starlight began to argue before putting her hands over her mouth.

"You thought what?" Trixie playfully cooed. "That we'd just get straight to sexy time after our little snack, oh no Starlight Glimmer, this is a punishment, remember, if you want it I can't very well call it that can I?" Trixie teased giving the girl a knowing grin.

"I-I suppose not mistress" Starlight sighed as her ears flopped down.

"Don't be too sad though, I know how hot it can get organizing all that stuff outside in that stuffy cart, so i'll let you do it without any cloths on" Trixie smirked looking at starlight with a devious glare. Starlight just gulped as her face turned beat red, she knew that she and Trixie knew a lot about one another but she had never told the mare about her fetish for exhibitionism, she had never acted on the urge to walk around naked in public of course, the castle was the most she had ever dared, though technically they would still be on castle grounds given where Trixie parked her caravan now though it was outside the castle. Starlight began to fume from the ears her brain calculating, imagining everything that could go wrong while part of her assured her that no one other then Trixie would see her, Twilight was gone, the other girls were busy, the students only came over on extreme emergencies and Spike was on his date with Smolder, it-it would be fine...wouldn't it!?

"Well are you coming or not" Trixie huffed as she grew impatient.

"Y-yes mistress, i'll gladly help clean out your caravan for you!" Starlight sang though her blushing face still betrayed her mixed feelings as she threw off the apron and followed Trixie back outside.

Starlight huffed heavily as she continued to sweat, even though the sun was setting it all her work had caused her to feel quite overheated as her mane and fur had become quite sweaty from all of her organizing efforts, she huffed as she used the last of her strength to push up the last big box atop of the slightly more well organized pile of tricks and props in Trixie's caravan. "I-i'm finally done" Starlight wheezed as she rubbed her arm. "T-that was harder then it looked" she admitted. "Especially since you decided at the last minute you wouldn't let me use magic" Starlight added.

"Well if I made it easy on you it wouldn't be much of a punishment now would it" Trixie chuckled looking at the naked, sweaty Starlight obviously quite exhausted by what with their magic would have been quite a simple task.

"Besides you need to get used to using your body more often" Trixie teased in a sultry tone. "Especially when you'll be wearing this most of the time soon enough" She chuckled as she held up a rather fancy purple and gold magical limiter, the tool causing Starlight to gulp as she backed up a bit. "Y-you're really going to make me wear that...y-you'd take away my magic just like that" Starlight shivered.

"Oh don't be so dramatic, i'm not taking anything away you just wouldn't be able to use your magic, or not much of it" Trixie mocked. "That's why it's called a magical limiter, not a magical oh no i'm taking it all awayer" Trixie teased as she levitated the device closer to Starlight. The girl backing up until she was pressed against the back of the caravan. Trixie just rolling her eyes. "Anyway this device was never going to be a day one punishment, I just wanted to show you what you have to look forward to" Trixie chuckled as she made the device disappear from Starlight's view.

"Though I do have one more command for the day" Trixie deviously smiled.

"U-um yes, what is it?" Starlight nervously asked.

"Well you see as A filly I had a teddy bear my mother gave me I loved ever so much, but when I left home I was not able to take it on the road for me, you see Rupert was not the kind of bear who enjoyed travel, but I still miss him so" Trixie faux-pouted. "So I figure you can be my teddy tonight Starlight" Trixie teased as she gave the girl a wicked smile.

"S-so you just want me to sleep in bed with you, and stay close....so basically you just want to spoon" Starlight asked, her nerves slightly eased.

"I supposed" Trixie admitted "We'll sleep in your bed though, as you know this caravan can get...cramped" Trixie scowled. "Though I guess since I own you now your bedroom is really mine now anyway." Trixie deviously smirked.

"Now 'cmon pet, let's get cleaned-up and get ready for bed" Trixie cooed as she motioned for Starlight to come along. Starlight obeying without hesitation following Trixie back into the castle.

Author's Note

Yay, 2 chapters in less then 24 hours! Thanks for reading, and don't worry the real sexy time is coming soon. Hope you enjoyed and be sure to come back for the next chapter with sexy shower time and Trixie steadily amping things up for Starlight's second day of servitude, er punishment. And would you believe me if I told you we might have a surprise guest as well!? Oh well guess you'll just have to wait till chapter three to find out!

Chapter 3: Uncertain Adjustments & Unexpected Guests

Starlight followed Trixie down the hallway until the mares arrived at the main bath quarters.

"You're not seriously thinking of using Twilight's shower!?" Starlight asked in surprise though not in complete disbelief knowing that Trixie was indeed bold enough to do so if she thought doing so would annoy the princess if she ever found out.

"Oh you bet I am" Trixie cooed in mischievous delight as she grabbed Starlight's arm and dragged her inside as her magic opened the door the two girls staring in awe at the large and eloquent set-up .

"Why yes, this is nice" Trixie sang as she looked around the typical crystalline structure lined with a bit of a gold sheen the light inside seeming to have a somewhat other worldly glow to it. "Now then let's get you cleaned up my dear Glim-Glam" Trixie teased as Starlight just wrinkled her nose at being called the cheesy nickname the showmare knew she despised. Trixie just continued her mischievous chuckling as she removed her clothing and slid open the door to the shower, turning on the water and testing it with her fingers until she felt it was the perfect temperature and then beckoned for Starlight Glimmer to join her, the mare reluctantly obeying.

"Now then Glimmy, how about you be a good girl and let me get you nice and clean" Trixie whispered into the slightly smaller girl's ear as her large breasts rubbed up against starlight's back. Starlight said nothing as her face turned bright read and a anxious shiver moved through her body despite the warm water and Trixie's touch, she just bit her lip and nodded her head yes, Trixie chuckled again and whispered "Good Girl" As she used her magic to levitate the bar of soap, bottle of shampoo and bath brush towards her. Trixie grabbed the bar of soap and began to rub Starlight's back with it, using a bit more force then necessary to make sure the bar digged into her fur. This cause a small meeping sound to escape from the pink unicorn mare as Trixie continued this motion up and down all along her back before moving away to let more water hit Starlight to help increase the suds and wash the soap off as she got the bath brush and began to scrub with equal vigor causing starlight to relax, the motions of the brush obviously much more enjoyable then the hard bar of soap.

"Enjoying yourself my pet?" Trixie asked in a soft voice.

"Y-yes Mistress" Starlight meeped still a bit too embarrassed to look her friend in the eye for some reason.

"Good" Trixie chuckled, "Now Turn around"

Starlight gulped and let out a deep breath but did as she was told, turning around and looking at her friend, her face right in line with her ample bussom. This causing Starlight to feel even more flustered then before.

"Like what you see?" Trixie teasingly asked. Starlight just nodding in confirmation as she stared intensely at the orbs Trixie getting a kick at the girl's obvious urge to grab them, looking at Starlight as she clinched her hands into fists obviously doing her best to resist her more primal urges.

"Well no touching, not yet anyway" Trixie teased as she pulled the girl closer and planted a kiss firmly on Starlight's lips, the girl fighting at first before giving in as Trixie's tongue danced around inside her mouth, the dominate showmare eventually releasing the kiss smiling as she looked at Starlight's face which portrayed an expression equal part surprise and equal parts lust.

"Hehe, liked that did we?" Trixie taunted.

"Y-yes" Starlight admitted with a pant.

"Well too bad" Trixie muttered as her face turned serious and she just non-chelauntly pushed the girl causing to slip and fall flat on her back.

"Oww!" Starlight whined. "W-what was that for!?" The girl angrily huffed.

"This is supposed to be punishment, remember?" Trixie snickered as she bent down letting the water hit the downed Starlight in nearly full force. the girl just closing her eyes and sputtering as Trixie cackled while she finished washing her embarrassed and slightly aching in the flank friend.

Starlight pouted all the way back to her or now her mistress's as Trixie had claimed it's bedroom.

"Aww, Glimmy don't be so down in the dumps" Trixie continued to tease "Afterall the more I make you wait the more satisfying it'll be for the both of us when we finally get to it, right?" Trixie devilishly grinned.

"Yes Mistress" Starlight huffed her anger apparent in her voice despite her best attempt to hide it.

"Well then, let's decide which pair of your pajama's i'll be borrowing tonight and then we'll get off to bed" Trixie chuckled as she skipped the rest of the way to Starlight's room, the mare just huffing and rolling her eyes behind her.

Starlight's room was always something Trixie got a kick out of, books, kites and various posters and nick-nacks, Trixie knew she wasn't one to judge given the cluttered state of her wagon, but honestly Starlight's room looked more like that of a small filly then that of a grown mare's. "Your room just soo cute!" Trixie cooed causing Starlight to groan in embarrassment.

"Let's just get to sleep, i'm tired" starlight huffed as she went to jump into her bed, still buck naked. "Fine" Trixie agreed as she levitated one of Starlight's t-shirts out of her closet, it was a large baggy shirt from a Neighvana concert, most likely a hand me down from either Sunburst or her father. Trixie just looked at it again to make sure there weren't any moth's hiding inside and then plopped it on as she jumped in bed with her rather frustrated friend. "Now we can sleep, my little Glimmy bear" Trixie chuckled with a yawn as she tightly embraced Starlight like a small child would their teddy. Starlight just let out a small huff as she felt Trixie pull the covers up over them and she closed her eyes partially hoping that maybe this was all a bad dream and things would be back to normal in the morning.

The morning sun shown brightly in Starlight Glimmer's window as the early birds sang their song greeting Celestia's ever enjoyable light back into their lives. All the while a certain Starlight Glimmer was still in a deep sleep, or so she thought. Without warning Starlight was tossed out of her bed causing to the girl to wake-up to the feeling of her backside once again hitting the cold crystaline floor below. "EEYOWW!!" Starlight yelped as she was taken by surprise.

"Rise and Shine Glimmer, we have a busy day ahead of us" Trixie smirked as she stood up on the bed looking down at Starlight. Starlight blinked a couple of times to get her barrings as she looked up at the clock on the wall noting it was just a little after six in the morning.

"Seriously?" Starlight angrily huffed looking up towards Trixie.

"Eeyup, now get dressed so we can get started" Trixie commanded.

"So, I get to wear cloths today?" Starlight smirked.

"Yes, we aren't to the part I make you walk around town nude, at least not yet" Trixie teased. "So put on some cloths so I can finish your ensemble for the day with this!" She cooed levitating the magic limiter in front of Starlight.

"W-wait, really....already!?" Starlight gulped.

"Well this is the start of day two of your punishment after all dear Glimmer, so why not?" Trixie teased admittingly getting a bit of delight out of the girl's frightened face.

"Fine, whatever!" Starlight reluctantly agreed as she went to her drawer and went to pick out which Bra and Panty set she wanted or more accurately which ones Trixie wanted her to wear. She showed off different pairs to the showmare before Trixie finally decided to let her go with a cute lavender pair of lingerie that accented the petite mare quite well. She then proceeded to put on her favorite low cut green short sleeved t-shirt that had a small purple stripe around the top and a pair of tight black jeans finishing the look with her favorite purple beanie that was etched with a light green star print and a sleeveless black jacket. "So how do I look?" She asked as she turned around giving Trixie a flirty wink as she finally felt she was getting over her rude awakening.

"Lovely, almost perfect even" Trixie cooed "Almost" the mare repeated as she levitated the magic limiter on to Starlight's horn closing it and using her own magical power to lock it in place. Starlight let out a surprised yip as the lock activated the limiter causing her horn to fizzle and the magic inside her to surge causing her whole body to ache as the magical device did its work nullifying Starlight's magical powers.

"Ouch" Starlight pouted as she touched motioned her hand up towards her horn. Trixie just tsking causing the girl to retreat in her efforts to touch the device.

"now now, no touching and no trying to take it off, got it?" Trixie taunted as she walked up to Starlight and booped her on the muzzle.

"Yes Mistress" Starlight reluctantly agreed with a sigh.

"Good, now let's go get me some breakfast" Trixie chuckled as she pulled Starlight along. Starlight huffed, this was going to be a long day.

Starlight Glimmer looked up at Trixie from the beside Twilight's chair, the showmare had once again asked for haycakes. This time however though Starlight had no magic to use to help her make them, or feed them to her mistress. "Starlight huffed ass she kneeled down beside Trixie having been told to do so while still having to reach onto the table to cut-up the mare's meal and feed it to her.

"There *burp"" Trixie exclaimed as she finished-up. "Wasn't that a great way to start the day" Trixie mocked as she licked the last of the syrup off her lips looking down at Starlight.

"I suppose so....Mistress" Starlight angrily huffed.

Trixie was about to reply with a witty retrot when they heard someone step into the room, Trixie wasn't to worried however, she knew that pesky drake would return from his latest mating session er date with Smolder eventually, however Trixie's confidence quickly dissipated as she turned to look and saw that it was not Spike who stood in the doorway, but rather an extremly unexpected guest.

"O-oh hello Ms. Shadow...H-how are you?" Trixie nervously asked as she did her best to shrink down into the Alicorn Princess's chair, Starlight already hiding behind the side behind her.

"Good morning little pony, would you mind telling me where Princess Twilight is, and what exactly you are doing sitting in her chair acting like you own the place?" Tempest Shadow growled looking at Trixie with an intense and less then satisfied glare.

"S-Sure thing" Trixie gulped "W-would you like some tea?" She asked with a nervous giggle.

"So that's how it is?" Tempest asked in a calm yet blunt tone as she sipped the tea that Starlight had prepared for her and Trixie after the girl's had moved to the study.

"Yep, Princess Twilight is out visiting her family in the Crystal Empire" Trixie nervously giggled. "Which i'm kind of surprised you aren't there as well....don't you work for Cadence now or something?" Trixie nervously inquired.

"Well, yes and no" Tempest answered in her ever calm yet also somehow sultry and intimidating serious tone. "That is to say I am technically employed as an agent of the state" Tempest explained. "Meaning I work for all the princesses and shall go where I am needed as I am needed, I actually left The Crystal Empire a few week ago to help Princess Luna with a problem that I recently wrapped-up work on. With a bit of help from that Abnysian con-man Rarity befriended not to long ago" Tempest chuckled as she took another sip of her tea.

"Oh, that's nice" Starlight responded trying her best to hide her nerves. "I know Rarity has been trying to convince Capper to come visit Ponyville but he always seems to be too busy with another get rich quick scheme" Starlight nervously chuckled trying her best to keep the conversation casual and calm,

"Indeed" Tempest agreed. "He may not be as bad as those Flim Flam brothers Twilight told me about in one of her more recent letters, but like most cats he does seem to want to reap great rewards with minimal effort put into earning them" Tempest chuckled. "Though unlike those filthy Fish-men and Diamond Dogs at least the Abnyisans have a code of honor, so he is a trustworthy thief, that I can appreciate." Tempest finished as she put down her tea-cup.

"You know I don't think your dear princess of Friendship would enjoy hearing such speciesist talk" Trixie boldly taunted surprising even herself.

"Probably not" Tempest admitted. "I admit I picked up far too many bad habits in my time in the Storm King's army, though I am working quite hard to get......better" Tempest reluctantly admitted with a hiss.
"I....want to get better, I....need to" Tempest sighed surprising the two.

"Oh, and why is that?" Starlight asked, her curiosity getting the better of her.

"My travels have shown me the importance....the beauty of having a strong bond with another pony or creature, I.....and believe me when I do not admit to this lightly and if I didn't know I knew you both feared me ending you I would not do so at all" Tempest began "I desire to have the same......with the princess" Tempest reluctantly admitted, the two in disbelief as they had just heard and more at what they saw, Commander Tempest Shadow, one of the toughest pony in Equestria and beyond giving off a slight blush.

"Y-you wanna date Twilight!?" They asked in surprise.

"Well, I wouldn't go that far quite yet" Tempest coughed taken back by the girl's sudden boldness. "I was hoping however to convince her that she needed someone to work as security at her school to help keep herself and the students safe, I figured if I were able to do so I would get to spend more time with her then I did last summer after that little festival of her's and we could get to....know one another better." Tempest admitted still having a slight blush noticeable despite her dark purple fur.

Trixie thought over what the tall intimidating Tom-mare's words and a devious plan began to form in her head. "Starlight would you leave us be dear" Trixie commanded.

"W-what?" Starlight asked in surprise.

"Just go wait in your room" Trixie commanded again, Starlight about to argue but then looking over at Tempest and back at Trixie and just gave an awkward smile as she ran off.

"What was all of that about?" Tempest asked.

"I'm sure you noticed the limiter on Starlight's horn?" Trixie cackled.

"Of course" Tempest replied "I didn't say anything because I figured it was none of my business, whether it's a punishment by Twilight or a weird trick by you it doesn't concern me" Tempest huffed.

"But it could" Trixie cackled. "Or that is to say if you help me with something I might be able to help you get a date with the princess" Trixie chuckled in delight as she leaned forward giving Tempest a devious smirk.

"Hmm....i'm listening little one" Tempest grinned as she raised an eyebrow in excited curiosity.

"Excellent" Trixie cooed as she set back in her chair an continued to wear a devious grin.

Starlight set on her bed, nervous about what could be happening. She knew Tempest had an even shorter fuse then she did, what if the hornless mare got mad and blew Trixie up with that creepy violent yet admittingly kind of pretty explosion pop thing magic of hers. Thankfully these worries were quickly dispersed as Trixie Lulamoon sauntered into the room in her full magician garb giving Starlight a devious look.

"S-so how'd it go?" Starlight asked looking up at Trixie with anxious concern.

"It went quite well actually" Trixie cackled. Starlight wasn't sure she liked that.

"Oh yea?" Starlight nervously askled.

"Yes, infact Tempest and I came to an agreement" Trixie sang in a sultry tone. "She is going to teach me all her techniques for punishing ponies and in return we help her get a date with Twilight, easy peasy lemon squeezy as Pinkie Pie would say" Trixie wickedly sang.

Starlight just got wide eyed and gulped, this means Tempest knew about she and Trixie's little deal, and that Trixie would now know even more ways to drive her crazy, this....this was not good.

"Infact, she gave me a few pointers already, so why don't we take this time to practice!" Trixie sang as she magically pulled a riding crop and blindfold seemingly out of nowhere, taking off her hat a length of rope dancing and slithering out like a snake. Starlight's eyes growing wider as she gulped. She had hoped for some playtime eventually, but she didn't expect it so soon and not like this. Trixie just continued to grin as she walked closer to the wide eyed anxious mare.

"Oh yes" She sang "This will be quite fun!"

Author's Note

Another chapter down, really burning through this one so far, yay I guess! Anywho thanks for reading, come back next time for the first actual full clop session, then after that Trixie continues Starlight's training, helps Tempest plan to woo Twilight and maybe Spike comes back eventually, or maybe not, silly Drakes.

Anywho thanks again for reading, see you next time!

Chapter 4: Lesson One

Starlight Glimmer struggled against the ropes Trixie had bound her with as she lie on her bed, her sight like her movement hindered by the lavender blindfold Trixie had locked in place. Starlight if anything was a stubborn mare though and she wasn't going to let Trixie get the best of her that easily, deal or no deal.

"Oh will you stop squirming i'm not even going to do anything crazy to you....yet" Trixie chuckled. "This is just a test run for to see if you're tough enough to see what I have planned for tonight!" Trixie deviously cooed at her captive.

"I'm not squirming i'm just....well I guess I am squirming but what do you expect i've never done anything like this before!" Starlight admitted with a huff.

"Well it's fairly easy Star, you just sit there looking all pretty all nice and tied up and let me have my fun" Trixie cooed as she rubbed the ridding crop against Starlight's bare breasts causing the girl to shiver.

"Here's what i'm thinking for this little test we'll take a test, I know how much you and your egghead mentor love those" Trixie teased. "If you get the answer right i'll gently pet your mane, if you get it wrong well...." She paused as he placed the riding crop on Starlight's belly slowly rubbing it in a circle around her belly button. "Just don't get it wrong." Trixie hissed.

"Fine, whatever, let's just get this over with" Starlight huffed.

"Very well" Trixie chuckled. "So. Ms. Glimmer, what is the text book definition of a Master or a Mistress in regards to our agreement?" Trixie asked the girl in a rather cocky tone.

Starlight just sighed before answering. "A Master or Mistress is an individual in a position of control and authority who is usually dressed as such by their servants for slaves." Starlight explained.

"Correct" Trixie sang as she gently patted Starlight's head rubbing her fingers through her mane. "OK, next question. Given that a master or mistress is someone in a position of authority they could be comparable to a princess or queen...correct?" Trixie asked the bound mare.

"I guess" Starlight muttered in response non-chelauntly causing Trixie to lightly whack her nose with the riding crop.

"Ow, what was that for? I didn't say no!" Starlight hissed.

"True, but I guess isn't what I was looking for. Now tell me Starlight Glimmer, as long as i'm the one in control here will you view me in just as high regard as those silly princesses." Trixie asked again.

Starlight replied but mumbled under her breath in a way that prevented Trixie from hearing. This was of course not he response Trixie wanted either so she promptly slapped one of Starlight's breasts with the riding crop.

"Son of A...." Starlight began to curse before biting down on her lip and stopping.

"Come now Glim-Glam, it's not that hard, all you have to do is say you'll worship me now instead of that silly old Twilight Sparkle" Trixie taunted.

"I-I don't worship Twilght!" Starlight exclaimed with a blush.

"Oh-of course not" Trixie mocked. "I mean she was just the pony that saved you from yourself, took you into her home and taught you everything she knew about friendship. Not like she's your big sister from another mister or anything" Trixie continued to tease. Starlight making a sour and somewhat embarrassed face still trying to hide her blush.

"All i'm trying to say Star is that you'd be much better off worshiping me instead" Trixie argued as she leaned down and and blew hot air into the blindfolded mare's ear. "I can do so soo much more for you then she ever could" Trixie cooed in a sultry and seductive tone. "So what do you say? Give me a chance to prove i'm a much better Goddess then ol Spikle Sparkle?" Trixie cackled and moaned.

Starlight just continued to blush. She wasn't quite sure how to respond, she had always found Trixie to be attractive, in terms of that old fashioned raw slutty sex appeal many stallions and mare alike loved she had that in droves, but Twilight was as Trixie had implied like a Goddess, pure and loving, Starlight would be lying if she didn't imagine what it would be like to be dominated by the Alicorn Princess.

"FIne" Starlight eventually answered. "If you think you can prove it when we have our big game to night i'll gladly choose you over Twilight: Starlight cackled back. "But c'mon Trix as sexy as you are do you really think you can make anyone think you're a better choice then an Alicorn!?" Starlight taunted as she heard Trixie huff feeling the riding crop slap against her bare midriff causing the her to wince in pain.

"we'll see tonight I guess then, won't we" Trixie huffed as she began to remove the rope and blindfold from her pet.

"Indeed we will mistress, indeed we will" Starlight internally taunted her tormentor.

The mid-day sun shown brightly across Ponyville as the two magical mares walked down the streets of the quaint hamlet. Starlight however felt a tinge of embarrassment knowing that she had to go out in public still wearing the magical limiter that Trixie had put on her, Thankfully since it was a Sunday many ponies were staying inside enjoying their day off from work or thankfully working in their backyards instead of the front as was made evident by the sounds of weed-eaters and lawn mowers going off behind various ponies houses. Sadly of course Starlight was not the kind of mare to have fortune grace her with perfectly empty streets as there were still young fillies and foals running about the town playing ball or jacks or flying kites, the last of which she know doubt wishes she was doing herself instead of being forced to accompany Trixie along on her errands. But on the bright side the kids seemed to be too busy with their games to notice the embarrassing piece locked to Starlight's horn. The same however could not be said of Ponyville's older citizens.

"Oh Good morning Starlight Glimmer" A familiar voice came from in-front of the two. Starlight looked and saw Lyra Heartstrings waving at her as Bon-Bon just rolled her eyes before noticing Starlight's horn making a somewhat surprised face.

"Oh my, what's going on here?" Bon-Bon inquired looking at the petite pinkish pony.

"Hey now Bonnie you know it's rude to ask Unicorn's questions about their horns!" Lyra interjected. "Though I do agree, that's not something you see everyday" She stated doing her best to not chuckle.

Trixie let out a a small laugh herself and Starlight froze "Oh no, Is...is she gonna tell them about he deal, no, no she wouldn't!" Starlight panicked.

"Well you see, it's a bit of an embarrassing story" Trixie started as Starlight just froze in disbelief. "You see poor Starlight has been so stressed from her student counseling duties at Twilight's school it's caused her magic to release in uncontrollable bursts so the poor dear has to wear a limiter until her little outbursts are under control" Trixie chuckled looking over at her friend. "Isn't that right?" She asked Starlight in a playful tone.

"Ah, yea...that's right." Starlight admitted to the lie with a blush.

"Oh my, you poor dear" Bon-Ban exclaimed. "Well I do hope it gets better."

"Why's it so big though?" Lyra asked "Most magical limiters are just little horn rings with a red jewel in em, but this thing...this is a doozy!" Lyra noted pointing to the elongated ornament that took up most of Starlight's horn.

"True" Trixie agreed. "But Starlight is one of the most powerful unicorns in Equestria next to Twilight, so it made sense to take as many precautions as possible" She explained.

"Huh, I guess that makes sense" Lyra reluctantly agreed. "Well you two have a good day or whatever, sorry your horn is on the Fritz Starlight, hope it gets better" She chuckled as she began to walk off grabbing Lyra by the arm.

"I'll bake some get well treats for yea!" Bon-Bon exclaimed as she looked at the two waving goodbye.

"Well that was embarrassing" Starlight grumbled.

"I suppose" Trixie grinned, but hey at least I didn't tell them the truth, don't you think that would have been even more embarrassing" She asked with a slight cackle.

"Oh you mean how I impulsively signed my life and freedom away to a friend who I should have known was going to take advantage of the situation." Starlight huffed.

"You knew exactly what you were getting into Glim-Glam, no c'mon let's finish these errands and get you back home so I can have my fun" Trixie purred as she looked hungrily at her friend like a chimera circling it's prey.

"You want me to do what?" Starlight asked in disbelief.

"You heard me, I want you to get your ears pierced." Trixie instructed as she laid the grocery bags down on the sidewalk. "And this is our last stop so its the perfect place to do it" She sang as she pointed at the storefront, starlight just looking up and groaning. The store was inside an old building in the oldest part of the town, looked completely normal from outside other then the fact the window's were magically sealed making it impossible for people to peak inside.

"But couldn't we go somewhere clean like Rarity's if you're going to make me do something like this?" Starlight whined looking at Trixie with a pleading pout.

"I mean I guess, but c'mon Glimmer just because this is the only sex shop in Ponyville doesn't mean it's not sanitary." Trixie teased as she walked forward and opened the door. "Now c'mon you get our bags and go over to the piercing station and i'll get the toys we need for tonight!" Trixie giggled in delight as Starlight picked up the bags they already had and reluctantly wandered into the shop with her mistress as commanded.

"Welcome to the wild cherry emporium" A peppy earth mare with grape colored fur and red mane greeted the two. Starlight rather taken back by her happiness and the fact the black t-shirt she was wearing barely went down over her breasts and her short shorts really had an emphases on the short. "What can I do for you today?" She asked with a bright beaming smile on her face.

"Well I came to stock up on some supplies and my friend here wanted to get some piercings" Trixie chuckled.

"Oh delightful, and if I may inquire where were you wanting to get pierced?" The mare asked in a somewhat sultry tone.

"Oh nothing too crazy" Trixie answered for Starlight "Just three small piercings on her left ear some simple rings, two gold and maybe a blue one in the middle" Trixie explained.

"Well that sounds easy enough." The girl smiled. "You just go set down at the chair in the piercing station and i'll get the information passed along to our body artist you'll love him he's a real sweetheart, promise!" The happy earth mare cheered as she patted Starlight on the head and then skipped off Trixie chuckling as she followed behind. Starlight just letting out a sigh as she went to sit in the chair.

Starlight sighed as she closed her eyes and set in the chair waiting for her poor ear's impending execution her sour state interrupted by a familiar voice. "Oh Hi Starlight, what brings you here!?" A surprised yet excited voice asked. Starlight looked up and seeing Bulk Biceps of all ponies above her.

"B-Bulk...you work here to!?" She asked in surprise.

"Well, I mean, yea....I kinda work everywhere." Bulk chuckled "Gotta make those gains in all aspects of life!" He attempted to joke as he flexed his muscles "Plus you know, I am pretty good at this" He smiled pointing to his own ear ring.

"Hehe, I can see" Starlight nervously chuckled. "Great this oaf is probably gonna rip my ears clean off!" She internally panicked.

"OK now this order says three little holes and three adorable little ear rings in your left ear. That sound about right?" Bulk asked the mare.

"Y-yeah whatever let's just get this over with!" Starlight huffed.

"Okie dokie then!" Bulk smiled as he picked up his tools and got to work.

"And you're sure this is everything I need?" Trixie asked the peppy and obviously pervy young earth mare.

"Oh absolutely, and since this is your first time shopping with us I can give you a 20% discount plus a 100 bits worth of store credit for next time!" The pony smiled excited at the prospect at potentially making such a big sale. "Use these on that filly of yours and she'll be worshiping you in no time!"

"That's exactly what I wanted to hear!" Trixie cackled as she added the rest of the toys and devices to her bag.

"Excellent, so will that be cash or credit?" Wild Cherry asked smiling and greedily rubbing her hands together.

"Hey Boss i'm done!" A loud voice interrupted, causing the two mares to look towards it seeing that Bulk Biceps was leading Starlight back towards the two.

"Whaddaya think?" Bull asked as he pushed Starlight towards Trixie, the petite pink mage almost tripping into Trixie's arms.

"Hmm, we'll i'd say that looks adorable" Trixie cooed as she looked at Starlight her ears twitching as the left one adjusted to it's new decorations. "Oh and i'll be paying in credit" Trixie replied turning back towards Wild Cherry pulling out a Platinum card causing Starlight's eyes to go wide "Holy, that's the card that Twilight couldn't find when she was packing for her trip...Trixie how could you!?" Starlight internally scolded her friend.

"Excellent!" Wild Cheery cheered as she grabbed the card and went to finalize the payment. Trixie looking down at Starlight with a knowing smile giving her a sly wink.

Later that night Starlight once again found herself bound and blindfolded by Trixie, sitting in the middle of a room, which room it was she wasn't quite sure. A fact that surprised her as she thought she had learned the castle's layout by now.

"Well I bet you're wondering where we are huh Glimmer?" Trixie teased. "Tempest showed me this room earlier, its supposed to be a secret, like a bunker for ponies to hide in if some big power hungry monster like Tirek or The Storm King ever comes by again" Trixie explained. "Even the entrance was hidden by that ol sneak sparkle, but Tempest knew right where to find it and how to open, what a clever pony that girl, she must really want to go on a date with Sparkle farkle pretty bad." Trixie cackled. "And on top of that this room is sound proof so no pony or creature will hear your moans of pleasure or screams of pain" Trixie cackled yet again.

"Hehe, that's great and all Trix, really...but ahh before we start mind telling me the safe word?" Starlight anxiously asked.

"Safe word?" Trixie asked, surprise in her tone.

"Yea, I mean with this limiter on my horn I can't very well use my magic as an indicator and I just figured you'd thought of a safe word or signal by now for me to use if I felt you were going to far and...." Starlight muttered.

Trixie just interrupted with a devious cackle "Oh Glim-Glam, there is no safe word" She exclaimed as she magically pushed a ball gag into Starlight's mouth. "This is supposed to be a punishment after all, remember!?" She teased as she patted Starlight's cheek.

"Wh-whut nhh, nhooo yhouu chnnt dhooo thhaahhtt!" Starlight tried to argue from under that gag. Trixie whacking her nose with the riding crop from earlier.

"Oh but I can and I will!" Trixie chuckled as she looked down at the mare who knelled on the floor this time bound in fancy blue leather ropes that wove tightly against the mare's body accenting her curves and pushing out her breasts while still restricting her movement. She was a bit more free then this morning, but still obviously bound. wrapped like present for Trixie to open up and do with as she pleased.

"No then, let's get started." Trixie chuckled as she patted Starlight on the head.

"Starlight, behind you is a rather large model of a stallions phallus, I want you to slowly back up to it and insert it inside your rear end. Got it?" Trixie commanded.

"Wh-what?" Starlight asked in disbelief.

"Oh c'mon your arms may be bound but you're legs are still free enough to stand abit, for now at least" Trixie chuckled. Starlight paused for a bit and slowly began to rise to test this. Trixie wasn't lying, she could stand, sort of, not all the way but she could get up enough abit to awkwardly back up to the device as Trixie had commanded. Slowly but assuredly Starlight obeyed feeling around with her flank until it pumped up against something. She shivered knowing she had found what Trixie wanted.

"Good Girl" Trixie cooed. "Now sit on it, put it up that dirty little ass of yours....but only half way" Trixie chuckled.

Starlight let out a nervous moan but nodded and with a deep breath obeyed as she slowly squatted down until the fake stallion phallus was perfectly lined-up with her pucker. She crouched down further to the point it began to intrude the small hole causing her to let out a noticeable meep of both surprise and pain. "I-it hurts" Starlight winced as she continued to scoot down until she was almost half way.

"I know Glimmy but you're so close, almost there!" Trixie cheered her on.

"O-OK" Starlight stuttered as she continued to finish up, but quickly lost her balance causing her to fall and the entire girth of the sizable dildo to go up her backside.

"AAAHHHH" Starlight screamed out in pain as the phallic device pierced her innards. the girl shrieking in a mixture of fear, surprise, pain and to her own surprise...pleasure.

"Oh my, I wasn't expecting that!" Trixie exclaimed. "How does it feel though?" She curiously inquired.

"Ah-ahwful" Starlight moaned. "I-I Fheehl lhike i'm ghhhonna phhhuke, oehr dhie" Starlight whined from under the ball gag.

"Oh don't be such a drama queen" Trixie huffed as she levitated Starlight off the over-sized Phallus and towards her embrace. "That admittingly didn't go as expected, but you know how these things are, accidents happen" Trixie tried to reassure the shaking girl as she gently stroked her fingers through her mane. "Besides we're just getting started." Trixie whispered into starlight's ear as she pushed the girl back down to the ground, levitating a spreader bar between her legs, Starlight just cursing from underneath the gag trying to thrash around enough to break loose from her bindings and the device.

"Calm down glimmer, i'm not gonna put anything else up your ass...this time" Trixie chuckled. Now stay still like a good girl or i'll show you what real pain is." Trixie hissed. This causing Starlight to tense-up and pause her movements.

"Good girl" Trixie chuckled as she levitated a more reasonably sized dildo and aligned it with Starlight's snatch, slowly pushing it forward causing Starlight to meep yet again when it actually touched her lower lips, the girl calming down abit when she felt it was regular sized this time. Trixie taking this as approval to move on as she magically trusted the medium sized phallus in and out of her friend in an ever repeating rhythm causing Starlight to huff and pant and grow wetter and wetter, it didn't help that eventually Trixie used a magic hands spell to have ethereal claws play with her breasts as Trixie herself moved down atop of her and bit and nibbled on the top of her left ear causing the already sore and freshly peirced sound absorber to ache once more.

"Oooaaahhhh" Starlight moaned in pleasure with just a tinge of pain mixed in as well, she was getting close.

"Like this do we Glimmer?" Trixie teassed. "OK then" She chuckled as she got up and began to trace the riding crop around Starlight's belly before slapping it. "How about that?" She cackled.

"N-no" Starlight whined despite her blush.

"Liar!" Trixie cackled. "You like my pleasure, and my pain...don't you? Just admit it!" Trixie taunted as she removed the ball gag speeding up the thrusts of the phallus causing Starlight to moan and whine in pleasure until she eventually climaxed shooting her juices all over the crystalline floor.

"So, what do you think, ready to call me your goddess now?" Trixie teased looking down at Starlight.

"He, not even close, honestly you suck at this Trixie, i've read books with better bondage" Starlight growled.

"Oh....is that so, well....my bad then" Trixie stated in a rather monotone reply as she slowly walked away from Starlight.

"T-Trixie, wh-where are you going....t-take this blindfold off, you can't just leave me here! Trixie?" Starlight shouted, but no reply from her mistress.

All of a sudden Starlight felt herself being levitated straight up as the bonds were broken save for the ones tying her hands in place as her arms were raised above her head and the spreader fell to the ground. "T-Trixie what in Celestia's name are you doing now?" She asked, but still no reply. All of a sudden she felt the jab of two sharp metal ends on her back. She feel silent and gulped. After what felt like an eternity of silence she heard what sounded like electricity and a split second later a searing intense electrical shock shot through her body.

"AAGGGHHHH!!!" Starlight screamed once again as the shock seemed to evelop her entire being until she went limp. Trixie releasing the magic and letting Starlight fall to the hard crystalline ground below. The showmare finally removing the pink unicorn's blindfold Starlight blinking to adjust her sight finally looking up and seeing Trixie holding a shock rod, the exact kind the Storm Beasts had used during their invasion to round citizens into cages.

"W-why?" Starlight rasped as tears fell down her eyes.

"Because this is supposed to be a punishment remember?" Trixie stated in a calm yet serious tone. "And because I told you I won't be satisfied until you finally realize how much better I am then those namby pamby princesses" Trixie chuckled as she bent down over Starlight. "And because you should have known better then to sign that Contract in the first place my dear Starlight" Trixie added. "But don't worry, by the time these lessons are done you will be worshiping me, there' still so many toys to try out." Trixie deviously chuckled as Starlight's ears fell looking-up at the pony she had once considered her best friend, who now only seemed to want to break and dominate her.....what in Equestria had she gotten herself into!?

Author's Note

And of course this is why you should never give Trixie any level of authority over anyone.

Anywho next chapter Twilight returns but will Starlight be able to seek her aide or will Tempest and Trixie get in the way!? You'll just have to wait and see.

And where the heck is Spike already!?

Chapter 5: A Faint Glimmer

"Ahhhh!!" Starlight screamed as she woke from her slumber, looking around to find she was in her bedroom and apperantly was sleeping soundly in her bed. She felt a slight tug and saw that Trixie was sleeping soundly next to her. She paused for a moment as the memories of what had transpired came rushing back. Starlight did her best to hold back her tears. It just couldn't be true, surely the entire thing had been a bad dream, there's know way Trixie, the pony she considered to be one of her best and closest friends would have done such a thing to her. Starlight grabbed her stomach, she felt sick, she needed some fresh air or water or something. Starlight slowly got out of bed, doing her best to not wake up Trixie, so went over to her dresser and stared into the mirror, what she saw made her heart sink. It hadn't been a dream. The magic limiter was still on her horn and the three ear-rings in her left ear. She winced as she slowly went to touch her back, a steering pain still present whenever she tried to touch the spot where the shock rod had made contact.

Starlight bit her lip and did her best to resist the urge to break down and sob. She slowly opened the middle dresser door and removed a soft teal robe that she wrapped around her body. After doing so she slowly walked out of the room and began to wander the castle halls.

"What do I do?" Starlight sobbed as her situation truly began to sink in. "This can't be real, it has to be a trick or something!" She rasped trying to convince herself. "Maybe when I signed that contract it trapped me in some weird nightmare or something and Trixie is trying to teach me some weird warped lesson or something." She chuckled. Though in her heart she knew that wasn't true. Starlight merely sighed as she continued to pace through the castle.

Starlight let out a calm breath as she finished up her tea, set the cup in the sink and began to leave the kitchen only to feel herself bump into something. Thankfully starlight maintained her balance and didn't fall on her flank for the umpteenth time. She looked forward and saw a very familiar drake attempting to enter the kitchen.

"Spike! Where in Celestia's name have you been!?" Starlight asked in surprise.

"Oh you know, just out....hanging out with Smolder" Spike blushed as he rubbed his neck obviously trying to hide a very apparent bite mark.

"Oh, getting a little fiery with your girlfriend over the weekend!?" Starlight teased.

"Pfft, like you're one to talk" Spike huffed pointing to the magical limiter on Starlight's horn.

"Hehe, fair enough" Starlight blushed. "I guess we all had a crazy weekend she chuckled.

"Yea, I'm wiped" Spike yawned as he stretched his arms his wings expanding as if by instinct. "Just gonna get me some cauliflower bites for a midnight snack and head to bed he chuckled.

Starlight just gave the drake a soft smile and looked over at a nearby clock, already three in the morning. "No wonder spike's exhausted" she thought.

"Well I guess I'll let you head back to your room" Spike stated. "We should probably get a bit of sleep at least so we won't be completely wiped when Twilight returns in the morning." He explained. "Or later in the morning" he yawned with a chuckle.

"Yea, you're right. Night big bro" Starlight teased referencing their conversation from the other day.

"Haha, night lil sia Spike teased back giving Star a wink as the two went their separate ways. Starlight let out a relieved sigh. That was right, Twilight would be back tommorow. The thought filled Starlight with hope as she returned to her room. Trixie as before was sleeping soundly in her bed. But not even that would ruin her calm at the moment and she knew that she would set everything right.

Twilight Sparkle yawned as the train pulled into the station. The morning sun shining through the windows. The princess had thoroughly enjoyed her trip to the Crystal Empire. Seeing her big brother and Cadence was always a treat. Not to mention Flurryheart, while a handful was always a delight. But like all vacations this one had come to an end and she had to return to Ponyville as her duties as a Princess and Head Mare did demand. "Well it was fun while it lasted" she chuckled. "I wonder what everyone has been up to while I'm away?" She asked as she looked out the window one last time as she picked up her luggage and left the train.

Trixie pushed Starlight against the dresser. "You're going to be good, got it" Trixie growled. "Got it" Starlight just angrily glaring at the mare she once called friend. "I'll take the magic limiter off but you better not try anything funny." Trixie hissed as she pressed up against Starlight's still sore back.

"A-and the ear-rings?" Starlight huffed.

"You're a grown mare if you decided to get your ears pierced who is Sparkle to judge" Trixie chuckled. "Besides they look good on you."

"I'll just be glad when she's back" Starlight huffed.

"Perhaps but you'll still have a bit of waiting I imagine" Trixie cackled.

"What do you mean by that!?" Starlight angrily huffed.

"Oh nothing" Trixie cooed. "I just made a spell phone call to Tempest informing her Twilight would be returning soon, and I'm sure the Princess will want to catch up with her dear friend." Trixie cackled yet again. "But hey, at least that gives us time to get you cleaned up." Trixie teased. Starlight just lowering her ears in disappointment.

Twilight blinked to make sure she wasn't seeing things but there at the Ponyville Train Station waiting for her in all her intimidating glory was Tempest Shadow.

"Hello princess, how are you?" She asked the beautiful purple maiden. "I know you're a busy mare....but care to join me for breakfast?" She asked with a wink. Twilight still blinking in disbelief.

Author's Note

Short chap but gotta set things up, sorry. Thanks for reading!

Chapter 6: Teacups and Turmoil

Starlight stood in the library as Trixie walked around to inspect her. "I'd say I'm rather proud of my work" The showmare cooed giving Starlight a flirtatious smile & wink. Starlight just scrunched up her nose. "Oh don't be like that" Trixie pouted. "You know you look adorable!"

Starlight tried to resist but gave a small blush and smile none the less. Trixie wasn't wrong mind you, the soft yellow t-shirt she was wearing fit like a glove and the dark denim jeans practically looked like they had been painted. Mixed with the matching ear-rings there were plenty of mares and stallions that would view Starlight as a knock-out. "T-Thanks I guess" Starlight blushed. "No you idiot why are you thanking the mare that sexually tortured you last night. Your horn is free you could zap her, obliterate her, but...but" Starlight gulped as she continued her internal monologue. "I signed that damndable contract, if I break it.....and even if by some miracle it was a fake Trixie still has all those toys and tools....and I....I" Starlight gripped herself tightly. "I don't want to feel that kind of pain ever again" Starlight shuddered.

"Earth to Starlight" Trixie huffed snapping her fingers in front of the petite pink unicorns muzzle. Starlight snapping back to reality.

"I-I'm sorry mistress" Starlight stuttered. "I-I was lost in thought" The mare admitted.

"Oh Glim-Glam you poor dear" Trixie teased as she patted her on the head. "Your my pet now, so you should just leave all the thinking to me, ok" The cocky show mare sang in an overly innocent tone.

"Y-yes mistress" Starlight replied "Sorry mistress" She apologized bowing her head a bit a drooping her ears. Trixie letting out a devious smile admitingly somewhat delighted to see the usually stubborn and impulsive pony already beggining to fall in line.

"You want to what!?" Twilight asked in surprise staring in disbelief at the dark furred mare sitting across from here.

"I would like to work as a security guard at your school" Tempest bluntly stated. "My travels across Equestria have been fun and enlightening, true." Tempest began. "But living alone out on the road going from town to town, city to city can wear ones spirit down" Tempest chuckled. "When I was with the Storm King my single minded goal kept me going, my obsession justified my existence." Tempest sighed. "But now even as I am helping others I find myself feeling empty and without true purpose." Tempest continued. "I know it may sound silly to you princess, but I wish to have a place to call home again, wish to have a true purpose. And I was hoping my home could be Ponyville. And that my new purpose could be to serve you and protect both you and your students" Tempest finished giving Twilight a soft smile staring at the young alcorn with her deep alluring eyes.

Twilight just blushed and gave an awkward chuckle as she took a deep breath and a quick sip of her tea. "I, I am flattered Tempest truly I am" Twilight blushed "And I'd be remiss if I didn't admit I do have times I worry about the safety of my friends and students." Twilight admitted. "But are you sure working for me here in Ponyville is what you want?" Twilight asked. "You've traveled the world, helped conquer entire nations. Wouldn't being a security guard to a neurotic princess and a bunch of teen and twenty something creatures be a bit boring to you?" Twilight nervously chuckled once more.

"I am quite certain" Tempest replied without any hesitation. "I have my eyes set on you princess, and you know how I can get when I have an obsession" Tempest smirked as she raised an eyebrow.

"Oh is that true." Twilight teased. "Well I guess I'll have to say yes then" Twilight chuckled as she moved her hand across the table until it was touching tempests. "Fizzlepop Berrytwist: Captain of The Friendship Guard, he has a nice ring to it" Twilight teased.

"Please princess, you know I prefer Tempest" the dark mare replied giving a soft smile. The two's moment interrupted by the sound of the nearby clock tower.

"Oh my goodness it's already 9 A.M. I need to get to the school!" Twilight panicked as she jumped up and began to run towards the school she was supposed to be head mare of.

"Princess, wait for me!" Tempest called out as she to jumped up and began to run along to catch up to the surprisingly quick alicorn princess.

"You know your office is rather nice!" Trixie exclaimed as she looked around Starlight's student councilor room before she plopped down on the comfy green couch across from her pet. "Maybe you could convince your dear head mare Sprinkle to get me one" Trixie teased sticking out her tounge at Starlight. "Oh and you remember your instructions, right?" Trixie asked her tone turning quite serious.

"Y-yes mistress" Starlight stated nodding her head. "When Twilight comes by to say hi and ask how things were I say I'm fine and we had an excellent weekend." Starlight continued. "If she asks about the ear rings I'll just say we had a few too many ciders at the bar and we both got piercings on impulse, but that yours isn't in the most.....appropriate place." Starlight blushed. "And then after some bickering or small talk I'll say how I promised to go on a picnic with you and ask if I can take off early." Starlight finished.

"Good girl!" Trixie sang. You remembered it all. Now let's see how good of an actress you really are." She taunted as she pointed to the door, Starlight hearing steps coming down the door. And as if on que Twilight appeared in the room and to Starlight's dismay Tempest was right behind her.

"Oh, um...hey Twilight!" Trixie awkwardly smiled. "What brings you over, need some counseling" the mare nervously joked.

"Oh no, nothing like that" Twilight chuckled. "I just wanted to come by and say hi, and to apologize for running late. I had expected to met you and Spike at the castle before school started but I got...distracted." Twilight blushed as she rubbed the back of her head.

"Haha, I can see that" Starlight gulped waving at Tempest. The dark mare just waving back and giving her a devious grin.

"Yea, Tempest offered to help out and be a security guard for the school and a guard for us at the castle, can you believe it!?" The naive purple alicorn excitedly exclaimed.

"Hehe, no I can't" Starlight awkwardly laughed. Great now not only would she be under Trixie's thumb but under the watchful eye of the terror known as Tempest shadow!? "That's great" She lied.

"I know right!?" Twilight agreed "One of the toughest ponies in Equestria guarding the students, bet Chrysalis or Tirek would think twice if they saw her in their path" Twilight complimented causing Tempest to blush.

"Yea, they sure would" Starlight agreed trying to hide the disgust in her voice.

"Oh my gosh Starlight! What happened to your ear!?" Twilight asked in shock as she had just noticed the three ear rings on her first student's left ear.

"W-well you see" Starlight gulped. "There was cider and bad decisions and..." Starlight began to sweat.

"It was my fault Sparkle" A voice came from behind causing Twilight to jump.

"Trixie!? When did you get here?" Twilight asked in surprise.

"Seriously I've been here the whole time and you just now notice? Humph pretty rude for a princess!" Trixie taunted.

"Oh, ah...sorry" Twilight sheepishly apologized. "But wait....what do you mean this is your fault?" Twilight asked her tone getting much more stern

"Starlight and I wanted to have fun while you were gone and we may have had a few too many jugs of cider and gotten some...regrettable and impulse based piercings" Trixie chuckled. "But at least Starlight got her's on her ear. You do not want to know where mine is!" Trixie cackled.

"Where yours is?" Twilight repeated before realizing it must have been somewhere inappropriate. "Oh my" she exclaimed. "W-well you're both grown mares and what you do with your bodies is none of my business, so....I...I guess I should go and check on Applejack and make sure the students are paying attention and her's Apple Pie baking class, I'll see you two at the castle tonight I guess" The head mare finished as she began to walk off.

"Oh by the way Head Mare Twibright" Trixie cooed. "I hope it's not an inconvenience but Star and I were going to go on a picnic for lunch and we might just stay out all day? Is that OK?" Trixie asked in a ridiculously sweet and innocent way.

Twilight just sighed but not wanting to be part of an admitingly awkward conversation any longer she just told the two it would be fine as long as they could get Maud to cover for Starlight again as she and Tempest left the room.

Trixie giggled in delight as the two girls made their way to her special spot in WhiteTail Woods. Starlight following behind.

"Are we almost there yet?" Starlight asked in a tired huff. "We've been walking forever!" Starlight moaned.

"Almost" Trixie chuckled. "Infact it's right around her bend." She smiled as the two turned into a small secluded area where a waterfall and a small pond lay.

"Wow!" Starlight exclaimed. "This is actually really nice!" She smiled looking back at Trixie. "So, what's for lunch, got a meal hiding in that hat of yours?" She asked with a chuckle as a breeze blew through her mane. It felt nice, and she was pleased so far that all things concerned the day felt, almost normal. Maybe last night was just....a fluke.

All of a sudden Trixie began to manically cackle. "Oh my poor pet, the only thing on the menu is you. And I'm sure, you'll be delicious." Trixie cackled as she used her magic to force the magical limiter back onto Starlights horn the surprise causing the mare to fall back looking at Trixie with pleading eyes begging her not to do what she was thinking, but it was too late, The show mate had already magically removed Starlight's cloths and latched a black leather collar on to her neck and a leash she could use to tug her along. "Today your meal will be another lesson from your mistress, sound fun?" Trixie cackled. "And my meal will be the sweet taste of your juices, or your tears....whichever comes first." Trixie teased as she licked her lips. Starlight just gulped as she looked up at Trixie. She was about to be forced to engage in what would most likely be degrading and even painful sexual acts and once again there was nothing she could do.

Back at the school.

"Ms. Maud, are you listening?" The student asked.

"Yes, you have trouble making friends because you don't think you're cook enough, correct?:

"Yea" the young colt pouted.

"Then my advice would be to start acting more like a rock, everyone knows rocks are cool, right boulder?" Maud stated in her usual monotone voice as she looked at the small pebble on the desk, the student just staring confused.

Author's Note

Maud is rock hard counselor.

Anywho, next time Starlights second lesson. Twi is still oblivious, and Starlight begins to break. Spike and Tempest argue or something.

Chapter 7: Lesson Two

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.

Chapter 8: The Sinking Place PT I

Steps, heavy steps thats all that could be heard in the darkness. No, not darkness but sleep. Starlight yawned as she opened her eyes. She could hear the birds chirping around her, crickets beginning their song. As her vision cleared she saw it was evening. And she, she was on Trixie, her friend, no her tormentor, no her mistress's back.

"Oh, good you're up" Trixie softly chuckled. "Sorry I got so rough back there" she began to apologize. "I'm still new to all this stuff and...." Trixie paused as if she had frozen mid Sentence and Starlight could have sworn she saw the mare's eyes glow green for a split second. "It doesn't matter though, you know your place now I imagine" Trixie bluntly stated her tone becoming more cold out of nowhere. "Let's get you home and get you to bed before Twilight gets suspicious."

"I appreciate your concern Tempest but I don't need a guard in or waiting outside my bed chambers" Twilight explained to the gruff guardsmare following behind her.

"But Princess...." Tempest began

"I told you already just Twilight is fine!" The Purple alicorn scolded with a chuckle. "We are friends after all." She smiled turning around to face the stubborn unicorn.

"Yes, well....Twilight then" Tempest paused as she cleared her throat. "Even Luna and Celestia have guards stationed outside their chambers. As do Cadence and Shining Armor in The Crystal Empire" Tempest explained in rebuttal.

"That may very well be true, however this is Ponyville and I already have all the protection I need from its citizens and my friends" Twilight reassured the scared unicorn giving off another soft smile.

Tempest just let out a disgruntled groan and did her best to prevent herself from blushing. "Damn she's adorable" the edgemare internally admitted. "I have no doubt of that Princess." Tempest continued reaffirming her serious stance by ignoring her friends advice to call her by her first name. "It is easy to see how beloved you are by the ponies of this town and your fellow Elements of Harmony" Tempest continued. "Infact after everything you have done for both Equestria and the lands beyond many could argue you are held in ever higher regards by many then even Celestia herself." This compliment caught Twilight off guard and cause her both to blush and gasp at the same time. She was honored by the compliment of course, thrilled by the aspect some ponies and creatures might hold her in as high regard as she had her Mentor. But she was also disturbed by the blasphemy of the thought. Celestia had been Twilight's idol growing up. She couldn't really be more beloved then a goddess who raised the sun could she!?

"Y-your words are far too kind commander Tempest." Twilight stuttered with a still blush red face. "I, I feel I must cool down now. Please, you are dismissed. You may return to your quarters" Twilight stammered as she also made a awkward shooing motion with her hands.

Tempest made an angry groan but despite her sour face she bowed and reluctantly obeyed Twilight's command."As you wish my princess" she said with the slightest hint of anger in her voice. Twilight either not noticing this or still to flustered to care as Tempest marched off back towards the quest bedroom Twiliight had prepared for her.

Trixie smiled as she used her magic to levitate the sleeping Starlight atop the mat she had prepared for her. It had been easy enough to sneak back into the castle and get Starlight cleaned up in the shower. She even decided to give her pet a treat of some chocolate pudding that had been left in the fridge. Sure she laced it with a sedative that would put the mare back to sleep so she could get her PJs on her and pop her off to bed without any trouble but it still counted as a treat, right? Trixie just chuckled to herself as she raised the blanket and let it fall just below Starlight's bust. The sleeping pink unicorn beggining to snore in her sleep.

"Well looks like you're having better luck then I" Tempest chuckled as she approached Trixie. "So I take it her training is going well?" Tempest smirked.

"Well yes, I suppose, though she's still so stubborn at times" Trixie sighed.

"That can be easily fixed you know. Quite easily infact" The broken horned mare chuckled.

"Oh, how so? " Trixie asked.

"While her mind and body are in an weakened state as they are now you can cast a subtle feduchia compelus. If you mix that with some percptus alterious the effects will be the same as if you had given her a couple dozen more lessons. She'll believe being your pet is a good thing. She'll believe it's her reason for being!" Tempest exclaimed with a devious grin.

"Well why didn't you just tell me that from the start!?" Trixie angrily huffed.

"Because it only works when they're too tired to fight back, and even then it's not always a guarantee" Tempest admitted. "But if you do it now there might be a chance it'll stick. Got it?" Tempest grunted.

"I suppose. Well then, here goes nothing" Trixie smirked her horn beginning to glow. Trying her best to remember the certain magical properties and frequencies needed to cast the spells Tempest had listed as silver tendrils of energy seeped from Trixie's horn and slowly swam through the air until they wrapped around Starlight's horn and slowly disappeared as they embedded themselves inside her.

"Good job" Tempest cackled. "Guess you did have it in you"

"Yea, but that was a pretty strong spell and I'm wiped now too." Trixie admitted as she began to pant. "I think I'll hit the hay as well." She yawned as and slowly crawled towards Starlight's or now her bed. "Good night" she muttered as she lost conciousness.

"Good night little pony" Tempest maniacally chuckled as her eyes emitted a green glow. "You just keep that one under control and leave protecting the princess to me" she cackled as she slowly headed towards her room.

Meanwhile a very sleepy young drake tried to surpress his yawn as fear took hold as he spied from the corner of the hall, unsure of what he had just scene. But wherever it was, it wasn't good.

Trixie yawned as the morning sun of Celestia greeted the land urging its residents to wake-up. She slowly opened her eyes and saw Starlight standing above her.

"Good morning mistress! How are you today!?" Starlight asked in a very cheery tone that took Trixie off guard. "What can I do for you today!?" She asked with a innocent giggle.

"Holy Moly!" Trixie thought to herself. "It actually worked! The spell actually worked!!" Oh, this was going to be fun, the show mare told herself as she licked her lips and gave off a devious grin. Very fun indeed!

Author's Note

New chapter yay! Sorry for lack of updates felt like garbage lately as always.

Next time Starpet gives students bad advice. Spike investigates *sorta* Tempest tries to seduce Twilight and the pieces slowly fall into place!

Chapter 9: The Sinking Place PT. II

Starlight Giggled as she looked in the mirror and spun around. She smiled as she looked at the dress mistress had chosen for. It was a mixture of dark green and blue on a shiny slick fabric the seemed to glow in the light. The top was tight fitting and short sleeved but still Conservative enough to wear at school as the button-up collar would prevent too much cleavage from showing and the lower part of the dress went down to her feet.

"You look lovely dear. Like a proper and professional school counselor" Trixie chuckled.

"Thank you mistress" Starlight smiled as she turned around to face the show mare. "But you know I'd rather stay here with you" Starlight stated giving her mistress a longing look.

"Oh I know darling, but if you skip to much work that brat Sparkle will get suspicious and we can't have that now can we" Trxie snickered as she rubbed Starlight's cheek. "Besides I look forward to seeing how hot and bothered you are when you get home after you spend a whole day daydreaming, waiting in anticipation for me to dominate you!" Trixie cackled as she planted a shirt sweet kiss on Starlight's lips. "Now get going."

"Hehe, yes mistress, thank you mistress" Starlight giggled as she left the room. Trixie looking on with a lustful devious grin.

"I'm telling you Twilight there's something up with Tempest!" Spike growled as he followed Twilight around her room the alicorn only partially paying attention as her primary focus was to get ready and get to her office on time. She was the head mare of the School of Friendship after all.

"Now Spike, we've been over this. Yes Tempest can be an intimidating pony, but she's not evil anymore" Twilight huffed. "She traveled around Equestria helping ponies rebuild the damage the Storm King's fleet caused. She's assisted both Princess Cadence and Princess Luna with important missions! She's not a villian anymore Spike!" Twilight reassures the young drake as she finished magically buttoning up her suite and working to get her black high heels on. "There, A professional look for a professional mare!" Twilight chuckled as she looked in the mirror. "Well accept for my hair" she groaned as she did it up in a way similar to pictures of her alternate world counterpart Sunset had sent her. "There that will go have to do for now" she chuckled with a sigh. "Anyway Spike will talk about this later, but trust me, Tempest is our friend, we've got nothing to worry about" Twilight explained as and trotted out the door and down the hall.

"For all our sakes, I hope you're right" Spike huffed as he reluctantly began to follow behind.

Starlight set behind her desk and reorganized the three pencils she had lying atop it for what felt like the twelfth dozenth time. She didn't know what to do, she didn't even want to be here, she wanted to be with mistress. She wanted to feel the cold clamp of the magic limiter against her horn. The collar on her neck, to be a good little pet. As her thoughts began to wonder she couldn't help but chuckle, to think she'd been so stubborn before, signing her life away? More like signing up for a life of play!

"I just hope I don't go crazy waiting for the day to be over!" Starlight chuckled to herself looking at what was in her mind a far too lazy clock. All of a sudden however a knock was heard on the door.

"Come in!" Starlight cheerfully sang. "Good maybe actually doing my job will make time go by faster!" She thought to herself.

"Uhh....counselor Starlight, is it...ok if I come in and talk or whatever?" A familiar and slightly cracked voice asked. Starlight looked up to see Gallus the Griffon at the door, trying his best to look cool, but giving a nervous grin that showed how he wanted to be here even less then Starlight did.

"Sure Gallus, come on in, my door is always open!" Starlight smiled being glad to have something to do to take her mind off her longing for mistress. "How can I help?

"That will be all Cozy, thank you for all your help" Twilight smiled as she patted the young pegasus on the head. "Glad to know at least one of my friendship assistants is in the mood to help." Twilight exclaimed as she looked over at Spike who was still sitting in the corner of the room huffing.

"Oh it was no problem Ms. Sparkle, I just loved helping other ponies, er creatures!" Cozy happily chuckled.

"Well in that case could you go find Tempest for me. She's been gone to the little Fillies room for quite awhile." Twilight chuckled back at the peppy young mare.

"Will do!" Cozy sang as she skipped then fluttered out of the room.

"Man, she's almost as creepy as Tempest" Spike huffed.

"Oh yea, next thing you'll be telling me she's secretly an evil mastermind too!" Twilight teased Spike giving the dragon a loving wink.

"Hey, you never know, could be" Spike teased back letting out a puff of smoke in his elder sister's direction.

"So tell me again what the problem is?" Starlight asked looking at Gallus a bit confused.

"Its SilverStream, she's mad at me because I said I didn't want to go to the stupid Spring Fling Dance with her" Gallus sighed.

"But you like her, right?" Starlight asked.

"Well sure" Gallus reluctantly admitted with a blush. "I mean she's cute and funny and full of that crazy eccentric energy yea know!" Gallus explained giving off the nervous laugh of a lovestruck teen who couldn't believe he'd just said such out loud. "But...you know..." He paused.

"Know what?" Starlight asked.

"Griffons aren't supposed to do silly things like dances." Gallus blushed.

Starlight just huffed. "Oh that is ridiculous!" She began. "I don't know how things work in Griffonstone but here in Equestria a pony doesn't say know to their mistress!" Starlight huffed.

"Mistress?" Gallus asked the young Griffon male surprised by the use of the word.

"S-sorry meant partner" Starlight nervously chuckled. "Here in Equestria the dominant partner is always to be obeyed, you should go to the dance with her if she wants you to!" Starlight huffed. "Besides, I'd bet you'd look nice in a tux!" Starlight added at the end as a slight tease.

"Whatever!" Gallus huffed. "And who's to say I'm not the dominant partner" The Griffon teen huffed again.

"Seriously!?" Starlight chuckled looking over at gallus with a knowing grin.

"Ugg, fine, I'll go to the stupid dance! But just to make sure none of my friends do anything stupid or whatever" Gallus reluctantly caved as he got up and huffed out of the room. Starlight trying to hold back a laugh.

Cozy Glow fluttered around the halls as she searched for Tempest.

"Oh where'd that guard of Ms. Sparkle's get off to!" Cozy pouted. "I'm wasting perfectly good plotting time looking for her." She whined as she searched the halls. All of a sudden she saw a glowing green light coming from one of the nearby restrooms in the hallway behind her and she changed course to investigate

As Cozy opened the door she noticed the glowing green light was even brighter! "Great is that stupid tree crawling up the toilets now too?" She huffed as she wandered further into the lavatory. To her dismay though it was not the tree of harmony she found and what she saw scared her within an inch of her life. She did her best to muffle her screams by putting her hands up to her face, but part of her knew it was too late.

"Oh, hello little one." A deep sultry voice deviously chuckled as Tempest turned around and looked at Cozy straight in the eyes. "You weren't supposed to see that."

Cozy Glow fell flat on her bum as she nervously moved back across the restroom tile.

"I....I didn't see anything Ms. Tempest. Honest!!' The shirly temple haired filly nervously and desperately lied.

"Oh, that won't do dear. You can't trick a trickster" she devilishly smiled as she moved closer and crouched down in front of cozy. "You know I was going to leave you be, out of respect for a fellow tactician" she smiled pointing to the red rook symbol sewn into Cozy Glow's dress. "I didn't care what little plan you were concocting, but now you found me out, and I can't have you telling Head Mare Twilight about this, so I'll just have to deal with you personally" Tempest cackled.

"P-please don't kill me!" Cozy begged.

"Kill? No my dear, I'm not a monster. I'm not going to kill you, I'm just going to take you off the board." She deviously smiled.

"W-what?" Cozy asked confused.

"Now now this won't hurt a bit" Tempest smiled as her eyes began to glow green. "Just a little memory and personality alterations and modification magic to make sure you don't get in my way." Tempest chuckled as she cast her spell and Cozy's eyes grew heavy. "Now let's turn you into that good little girl you pretend to be for real." Tempest cackled as Cozy lost conciousness and fell to the ground.

"Cozy, Cozy, wake up!" A voice exclaimed with a panic.

Cozy opened her eyes and saw Ocellus, Yona and a Yellow Pegasus with a large pink hair-bow hovering above her

"Are you ok?" Ocellus asked with concern.

"Cute Pony was laying on floor unconscious!" Yona added.

"Oh, I...ow!" Cozy whinced as she looked around noticing a puddle on the floor near her. "Ow I must have slipped on that water and got knocked out!" Cozy exclaimed. "A-and" she began to stutter as tears began to form "oh, oh no I was supposed to get a book on storms out of the library for Ms. Sparkle...s...she's gonna think I forgot and stood her up!!" Cozy began to sob.

"There there" Ocellus reassured her as she helped the girl up. "We'll help you find the book and explain everything to Headmare Twilight." The cute changling girl smiled.

"Yes, friends help!" Yona agreed.

"But we should probably get her to Nurse Redheart first just in case" the older pegasus mare added. The others nodding in agreement. Meanwhile Cozy couldn't shake the feeling she had forgotten something...lots of things actually.

Author's Note

Next time. Starlight's final temptation and Tempest's secret revealed.