"Night, Twilight. See ya in the morning," Spike said, as he headed for his room. Twilight smiled at her dragon assistant as he left, then headed for her student's room.

"Just saying goodnight, Starlight. See you in the morning," she said. Starlight nodded, flipping through a book that Sunburst had loaned her. Flaring up her horn, Twilight closed the door to Starlight's room and then headed for her own, sighing at the sight of her violet canopy bed. If she had any say, she wouldn't be leaving the comforting embrace of her downy pillow for a while. The events of the day left her exhausted, and so, as she lifted the quilt with her magic and climbed into the bed, she immediately felt the calling of the dream realm. With a flare of magic, she extinguished her lamp and settled back onto her pillow.

~~~~o0o~~~~

"MMMPH!! FUCK!! Pleef Miftreff!"

Mistress D frowned, pulling the wand away from Twilight's clit, landing a smack on her hardened nipples. "Is that the best you can beg, slut? Disappointing," she said, her eyes narrowed behind her black mask. She had the alicorn tied up, gagged and suspended from the ceiling, with a plug in her flank and clamps on her outer pussy lips. The crop came down hard on the back of Twilight's hind legs, driving a moan from the alicorn.

"I'll do beffer, Miftreff, I promif! Pleef!"

"Then prove it. I wanna hear you BEG like the slut you are. I want to hear all the dirty, depraved things you want to have done to you, and then I want you to cum as hard as you can WHEN I give you permission," Mistress D said, placing the wand back on Twilight's clit, which caused the princess to buck hard.

"I'm a fucking flut, Miftreff! I'm your fucking horny flut that needf her puffy fucked by your tongue and your hoovef and your fick cock. I need the ftinging pain of the crop on my nipplef, and your tongue on my clit, Miftreff!"

Mistress D grinned, turning the power up on the wand.

"Good girl." Reaching around to the back of Twilight's head, Mistress D removed the ball gag, and planted her lips on the alicorn in a heated kiss. "Do you belong to me?"

"Yes Mistress. I belong to you."

~~~~o0o~~~~

Twilight shot out of bed, sweating and panting hard. That dream felt real. Too real. Rubbing her eyes, the alicorn pulled the covers off, and got out of bed. She needed to get a glass of water. Leaving her bedchambers, Twilight walked past Starlight's room as a scream came from inside of it.

"YES TRIXIE! YES! HARDER!"

"That's it, my darling Starlight. Savor the pleasure of your Great and Powerful marefriend," another voice said. Twilight sighed. Ever since Trixie and Starlight had become marefriends, Twilight would often find them in various states of pleasure. That was the LAST thing she needed right now, after that dream. Trying to drown out the carnal screams of her student and the other unicorn, she headed for the kitchen. She very rarely would go there herself, Spike would always bring her a snack or drink, so it was a bit odd seeing the kitchen again. Getting her bearings in the large kitchen, she headed for the sink to get her water. Levitating the glass, she headed back to her room, enduring Starlight and Trixie's moans. Those two were insatiable. Finally, she returned to the solitude of her bed chambers, and climbed back into bed. Taking a few sips from her water, she levitated it to the nightstand and then closed her eyes.

"How are we feeling, pet?" Mistress D asked. Twilight moaned, mumbling from the spider-ring gag in her mouth. Mistress D chuckled, as she approached Twilight, and tightened the restraints on her limbs. "Mmm. You've managed to take the shocks up to level 5, dear. Let's see if you can take them higher." Twilight's eyes widened behind the blindfold, as she felt Mistress D place the electro-clamps on her nipples and pussy and then pull the blindfold off. As her eyes adjusted to the light, Mistress D's form changed. Right now, she was a white unicorn, with a purple mane and diamond cutie mark that was framed by her black corset. Twilight's eyes widened. She'd changed into Rarity. The unicorn smirked, holding up the remote in her magic.

"Are we ready, dear?" she asked, her accent now more pronounced. Twilight moaned, nodding, as Mistress D flicked the switch. "We'll start at level 6 and work our way up, alright?" she asked. Twilight moaned, as the shocks coursed through her body.

~~~~o0o~~~~

"AHHH! 1! Thank you, Mistress! 2! Thank you, Mistress!" Twilight screamed. Mistress D had her suspended from the ceiling, balancing on one of her hooves, as her other was tied to the rope holding her up, leaving her glistening cunt on display. She was taking the whip strikes from Mistress D across her back. It hurt, yes, but she was doing it for her Mistress.

"What are you, slave?" Mistress D asked, sending another whip strike at her back.

"AHHH! I'm your bitch, Mistress! I'm your slave bitch!" Twilight yelled.

"Damn right. Stand up straight, and present your chest to me!" Mistress D barked. Twilight did as she was told, as Mistress D came into her eyesight. Now, she'd taken a different form. Once again a unicorn, Mistress D's coat was a light yellow, with a red mane with highlights that was put up with a barette. Had it been down, it would probably resemble Twilight's. Large, horn rimmed glasses sat on her snout, and her bushy brows were furrowed. She was now Twilight's old friend Moondancer. Another whip strike, this time to her erect nipples. "I'm not getting my thank you's, slave!" she yelled, giving an extra hard whip strike to Twilight's chest.

"AHHH! I'm sorry, Mistress! Thank you Mistress!"

Mistress D grinned. "Looks like we'll have to start all over."

Twilight awoke the next morning, to find her wings erect, and her bed sticky. "Great. Just great," she said with a sigh, stripping her bed of the sheets and levitating them with her magic. She'd have to do this laundry herself.

~~~~o0o~~~~

Inside the royal castle of Canterlot, Princess Luna had a grim expression on her face. She'd sensed what she thought was Twilight in peril the night before, and so checked on her in her dreams. What she wasn't expecting was the kinky dreams from the Princess of Friendship. Now, while Luna was not one to shame another pony for what they liked to do in private, the fact it was Twilight was a bit..concerning. She'd finally seen enough when the mysterious Mistress D started dunking Twilight's head in water and then shoving a rubber strap-on down her throat. That was when she'd decided that perhaps Celestia should be notified. It could be nothing, but better safe than sorry.

"Tia, may I speak with you?" Luna asked as her sister sat down with her breakfast. The Princess of the Night should be sleeping right now, but this was important.

"Of course, Luna. What about, dear sister?" Luna bit her lip. Time to explain.

Outside of Canterlot, a flock of bluebirds were nesting in one of the thickets near the castle. It was peaceful, as they'd just fed their young. Suddenly, a sound like rolling thunder rumbled through the castle and even to the outskirts, startling the bluebirds and making them fly away. What could have caused such a sound? Princess Celestia, screaming at the top of her lungs.

"SHE DREAMT WHAT?!"

Author's Note

Ba da ba ba da ba..bwom! Yup, Celly's not happy. Not because of Twilight's kinky dreams, but..well, it'll be explained in future chapters. Next chapter is Twilight in Ponyville, so that'll be fun. Sorry this took so long guys. Life situations.