“Three boats? Why would there be three boats?” asked Rarity, exasperation creeping into her voice. Following Trixie’s instructions had indeed led them to a riverbank just as Twilight had predicted, which in turn took them to a trio of identical rowboats tethered by the water’s edge. The walk here had been less than pleasant, and Rarity’s previously perfectly-set mane was now beginning to spring up here and there, errant strands falling out of place.

“It could be another puzzle?” mused Twilight.

A lesser pony might have scoffed. But Rarity trusted Twilight enough to know better. “Oh, look, it looks like there’s some pictures written on the sterns... A fox, a chicken... And some grain?”

Rarity tapped her chin. “Ah, maybe if we...”

“Finished!” announced Twilight, hopping into the second boat. Rarity grumbled and followed after him, even as the other two boats glubbed to the bottom of the lake on either side.

Puzzle after puzzle came the pair’s way after that, and no matter how many times she changed her fabulous wardrobe, Rarity always found Twilight one step ahead of her! Whether it was hitting correct totals on dartboards, navigating fields where a single misstep would see one encased in a big piece of magical chewing gum, or some other third thing, she found her burning desire to be of assistance constantly flummoxed by the pretty boy’s razor-sharp mind.

But not all of the challenges were mental, in the end. And that was when she finally reached her last straw.

They soon found themselves at the foot of a rocky cliff face. Rarity let out a deep, frustrated moan from the very pit of her belly all the way up to the tippy-top of her head.

“Trixieee!” she scowled, even as she flourished (less elegantly than before) into a mountain climber’s outfit that showed endless inches of tantalizingly thick thighs, milky flesh to tease and titillate. She adjusted her lederhosen, then tooted on a big alphorn. “Well, shall we then?”

When Twilight didn’t reply right away, she leaned over. She gave the giant horn another little toot. “Twilight?”

But the pudgy stallion’s jaw was set, both his arms wrapped tight around his belly. He was staring up the mountain with a less-than-pleased look on his face.

“Rarity, I...”

“Yes, dear?” Her voice lost a little of its spark as his tone grew all seriousy-weriousy. It was the very last thing Rarity liked to hear in a man’s voice, and even more last in her favorite man’s voice. Twilight was a stallion suited to playful drinking, dining and even more playful rutting until his legs gave out. Hearing him sound so grim all of a sudden made her squirm in discomfort, as if she had suddenly developed an itch she couldn’t quite scratch.

“It’s not safe for you up there. I have my teleportation magic, but I couldn’t let you get hurt climbing up there... That’s what Trixie is hoping for, I bet.”

He closed his eyes and sighed. “I won’t let you get hurt because of her.”

“Don’t be silly, darling, I’m stronger than I loo - Hey!” Twilight had started preparing a spell, and Rarity immediately threw herself forwards, wrapping her arms around his midsection from behind. She held him tightly, fingers dragging the fabric of his shirt this way and that. “Don’t go! Twilight!”

He looked back at her, a slightly-strained smile on his face. “I’m sorry, Rarity... But I promise I’ll be back before you know it!”

“It’s not about how long you’ll be gone, it’s about you being gone at - !”

A flash of purple light played across Rarity’s porcelain features. She suddenly found herself holding nothing but thin air.

“... All.”

Rarity’s face couldn’t have fallen longer or harder if it had jumped off the cliff itself. Why, oh why, did this always have to happen? After all the time she’d spent searching for Twilight’s heart, after all she’d done to try and swerve him off this dangerous path, he’d still gone on to face Trixie without her!

“Oooh…!” Rarity took a deep breath, readying herself for the disappointed mother of all outbursts, but all that came out at the end was a deep sort of sigh. “Why even bother? If a fashionista screams in the forest and there’s no tabloid reporter to hear it, it hardly makes a sound.”

Time and time again, this very pattern had played out. Twilight had busy schedules, important duties, bigger women to bother with in his life. If he had ever bothered to spend time with her, from his pick of any number of buxom, bombshell vixens, it had surely been out of friendly pity more than anything. She stared disappointedly down at the ground, a quiet frown on her lips. “Really, Rarity,” she muttered, “why ever did you think you had a shot with him?”

Celestia, Luna, Sombra, and now Trixie! These were the ponies worthy of Twilight’s attention, to say nothing of his overfed monster of a member. Rarity ranked a distant fifth behind such forces of personality, a light shower compared to swirling hurricanes of passion and sex appeal. Oh, woe was her, to compete with such mares for her perfect stallion’s heart!

It was at her lowest moment, when she had all but given up, when the Tiara made its move. It had patiently bided its time for months now, waiting for the right moment to appear before Rarity... and now its plan was in motion.

In the midst of her stewing, while her mind was occupied with wallowing in whatever it was ponies wallowed in, the little crown in her handbag began to glow with a frightfully fierce light. Rarity could hardly see it through her bag’s plushly premium design, but suddenly it felt as if the clouds in her mind were clearing. The sky above them was an endless inky black, a limitless canvas of dark design for her to playwright her script upon.

And there were so many changes she would have made, too!. Why, if this whole production had been left up to Rarity, she would have written it as a heart-throbbing romance, a rollercoaster of ups and downs as a voluptuous white unicorn sought out the hung purple soulmate of her dreams. There certainly wouldn’t have been a part for a villainess like Trixie - or, if she had deigned to put such a role in, Trixie would have been soundly humiliated by the end of the first act.

It wasn’t fair in the least!

“Now just hold on a minute!” Rarity said suddenly, speaking as much to the world as she was herself. “Since when does a diamond let itself get outshone?”

“Twilight should be mine! How dare that pompous little Trixie think she deserves him more than I do!” Rarity strode over to wall of the cliff with renewed purpose, carefully measuring its imposing height in her mind. She threw herself at the cliff, hands scrabbling at the dirt, trying to claw even the briefest of handholds out of the mud. She’d climb it if she had to!

“And if Twilight Sparkle thinks he can leave the belle of the ball behind to go out on his own, then… then...” But almost as she soon as she’d begun to try, Rarity felt her grip waning, her strength fading. She was no buckin’ Apple Farmer or infinitely-energetic party planner: she slipped back down to earth.

Rarity pouted, and stomped at the ground with fearsome frustration. “...Then even a lady has her patience! I’ll give them both a rude awakening they shan’t forget!”

The bright flashes of light bathing the bottom of the cliff in creepy, ethereal lights were lost on Twilight Sparkle, however! With his own little burst of brilliant energy, his teleportation spell came to its conclusion and the cuddly little unicorn appeared with a poof at the top of the cliff. He cast his eyes out across the great open fields of green, eyes settling on the familiar ruined fortification that formed its central focus.

The ruined Castle of the Two Sisters. Once the home of the great Princess Luna, it had fallen into considerable disrepair following her absence. Now it stood empty and abandoned.

Of course, the castle was still far from anything to sneeze at, and not just because a sneeze or two would risk sending its shaky foundations all toppling to the ground. Even after a thousand years of neglect and disrepair, its masterful stone architecture was still able to leave onlookers speechless. How unfortunate, then, that Twilight had come here for business, and not pleasure.

The little dear found the source of all his woes soon enough: surprise attacks were far from Trixie the Unicorn's style, and of course he found herself out in the open, standing in the grass by the castle’s dilapidated entrance. She looked nearly as cocky and haughty as she did great and powerful.

"Trixie..." Twilight muttered darkly. He came to stand before the villain who'd already caused him so much trouble indirectly, even distancing him from his beloved Rarity.

Trixie smacked her lips together, lazily lashing her tongue across her mouth. "Twiliiiight~ Mm. So glad you could make it, even if you are a little tardy."

She leaned forwards, both hands on one knee, large breasts hanging where they weren't sandwiched between her arms. The action was enough to hoist her hoodie up over her rump, baring a white-and-blue thong in the process just as tight as her body-stocking. "But Mama Trixie forgives you..."

“I hope you have come prepared, Sparkle!” Trixie shouted, bouncing over to meet him. “It will make victory all the sweeter when Trixie defeats you without breaking a sweat!”

Twilight cracked his knuckles. He felt almost relieved to be facing another Unicorn for once, and one who'd properly engendered his wrath. After matching wits with some of the most powerful beings in Equestria, and being the underpony so many times, it felt almost strange to face someone on equal terms for once.

Of course, that didn't mean his heart wasn't racing, just for different reasons this time! That glimpse she'd given him of that stripey, cutie thong had made his heart pound, feeling like it might leap out of his chest in a single moment. She noticed, as well, because the pretty pony opposite him was leering openly from underneath that sky-blue hood, and the long white tresses, framing her features.

"Mmhmhm... Twilight... See something you like?" purred Trixie, biting her lip impishly as she closed both hands around the bottom hem of the single garment she'd bothered to wear today. She rotated her hips in predatory circles, as if already itching for something to sink down onto, something to take the edge off her ever-present lust a little bit. For all her posturing and fronting, Trixie had the body of a callgirl, not a battle-hardened mage. "You're staring..."

Twilight felt his cheeks flush. He turned his head, trying not to stare, but his gaze stayed rooted to her lower body, looking at her out of the corner of his eye. He watched as she teased the suddenly precarious hem of her hoodie, which looked as if it could flutter up in a heartbeat and bare everything from her thigh gap to the womanly swell of her mons.

"Mm... Trixie, no..." Twilight whined, fiddling with his own skirts as something particularly male urged to make itself known.

"Maybe I'll give you a peek, mm? Trixie is not without pity... especially when this is your last chance to ever see them, ahaha!"

“And, and what makes you think you’ll win our duel?” Twilight stammered. He could already feel his wits slowing as precious blood diverted itself from his brain, every thumping beat of his heart feeding Little Twilight’s transformation to Big Twilight. “Maybe I’ll have plenty more chances to… see them?”

Wait. No. That didn’t sound quite right.

“Oh, perhaps you will!” Trixie said in faux-shock, lifting her hoodie ever so teasingly higher. “Why, there’s ever so slightly a chance that you might win, and then what shall Trixie do? She’d be entirely at your mercy, Sparkle!”

“No, I, um…” Twilight was finding it very hard to think with his locked firmly at Trixie’s waist, tantalizing glimpses of her thong peeking out at him from beneath her hoodie. And beneath its thin fabric, dark and wet, he could see Trixie’s puffy pussy, swollen ripe with desire. “I would, of course, take you… I mean turn you, over to the proper authorities.”

“A boringly dreadful fate!” she continued, her act unbroken. “Trixie will have to bring out all the stops, if she wants to prevent that from happening.” As if she already hadn’t brought out stop number one. Her hands continued their slow, purposeful rise; a clear, unobstructed view of her fattened lips confirmed to Twilight that, yes, she wanted him. Needed him. She shot him a sly little wink, promising her lover-rival without words that it could aaaall be his, if only he’d bow down and submit to the Great and Powerful Trixie.

“So, Twilight Sparkle,” she whispered huskily. “Trixie is ready to begin. Are you?”

Twilight wanted to form the words to announce his readiness, but every time he began to, Trixie turned her body this way or twisted her hips that way, flaunting thighs even bigger than his, kicking long legs that looked more than ready to wrap around his little head.

"That one down there looks more than ready to start," giggled Trixie, another sway of her undeniably womanly hips seeing her clothes hiked all the way up to her hips. She was all-but-dancing as she surged on over to him, booty-grinding, squatting, turning her hungry lower body in more elliptical orbits. "Mmhmhm..."

With her hoodie up all the way over her hips, now her mound was fully exposed to him. Trixie's thong was so small and tight, and her lower body so large and buxom, that they sank half-into the shape of her crotch. The waistband pinched into the fatty mounds just above her buttocks, while the crotch hugged her silky nethers tight enough to outline and highlight every inch of her velvety womanhood, a bulge that looked perfectly shaped to take on the largest of pony endowments.

While Twilight still struggled to find the words to announce his readiness in more than just balls-deep fucking, Trixie was already sashaying her way over, crossing her arms over to hoist her clothes a little higher. Now her trim, flat tummy was even exposed, the outline of abdominals shifting under the skin just barely visible... as if he'd needed anything more to drool over, Trixie had a washboard set of abs that hinted towards the idea that her buxom body, fat ass and all, was entirely genetic... She'd be destined to a curvaceous body made for foalbearing regardless of whether she was taut or tubby. "Irresistible" didn't begin to describe it!

"Twilight..." she cooed, skipping over a rock with a sudden burst of athleticism, big melons doing some rocking of their own.

"Twilight..." gasped Trixie, putting both hands on a crumbled section of wall, easing her hips around the corner with two big rotations of her amazing figure straight out of a stripper's playbook.

"Mm, Twilight~" Trixie teased, just inches away now. He could have reached out and honked one of those big, heaving melons if he'd wanted to...

"Gah!" Twilight finally felt his body moving, or more like catching up with his panicking mind. He raised a hand and fired off a lavender bolt of magic directly at Trixie's chest. There wasn't much thought behind the weave of magic than something to drive her back, push her away.

At the last moment, however, jagged turquoise lines shot down the length of his spell, twisting the magic from a buffeting blast of wind into a gentle summer breeze. He could only watch as Trixie leaned into it, the energy not just tossing back the hood of her outfit, but also tousling her hair, piling it up on top of her head. She giggled as she gained a straight-from-the-bedroom fashion sense in her 'do.

Trixie began running both hands through her mane, giving Twilight an appropriately steamy look in the process. "You prefer me like this, mmm?"

Twilight balked again and raised his horn to her a second time, this time preparing to whip up a storm of needles, little prickles Trixie would feel all over her body. He blasted them at her in rat-a-tat waves, striking her form again and again...

But again, Trixie's small, subversive magics seemed to find a backdoor to Twilight's overwhelming power. The arrows jolted and twisted, going from striking her core to slitting and slicing the material of her hoodie, running great furrows up the sides. Bare hip and bosom began to sway temptingly into view, bouncing out obscenely without more clothing to constrain them. Trixie grinned as her clothes were shredded clean off her body, soon leaving her in nothing but that nylon bodystocking... and that tight, juicy thong just begging to be tugged down. Not that it would need the help at this point: those needles of magic had reduced it just a few horizontal blue wisps criss-crossing Trixie’s sumptuous lower body.The small undergarment went from tightly squeezing her puss to half-hanging between her legs, just barely baring a naughty slit and the big, red pleasure-button tucked inside.

"Oh my... Just what are you up to, you naughty boy?" laughed Trixie, stretching both arms out towards him, turning them over each other in lazy circles. “Well, anyway, that’s more enough magic for you!”

“Ready or not...” she said, lashing her chops with a greedy tongue: “Here comes Trixie!”

Like a bolt from the blue, she darted at Twilight, taking long bounding stripes that would have her on him in moments. In comparison, Twilight squealed like a girl, wobbled, and toppled onto his bum with a gasp. On her next step, Trixie left the ground entirely, her magic swooping her over to bring a colossally thick thigh down on either side of his head, pinning his fanned-out mane neatly to the grass.

The cat had caught her favorite mouse.

“My, my, Sparkle!” Trixie hummed, shimmying her hips until she had him right where she wanted him: with her plump and beautiful rear in his face, and his delectable-looking cock ripe for the picking. “You certainly do play hard to get. Was all of this just a game? A tricky ruse to get Trixie interested?” She wiggled her rear a little more comfortably onto her fabulous new seat, sighing as Twilight squirmed beneath her. “You can tell me, Sparkle, I certainly won’t mind~”

“Mmph!” His Royal Thickness’s feeble struggles could make no headway against his captor whatsoever. He simply couldn’t get his arms around those thighs, and with every labored breath he took his senses slipped deeper and deeper into the plush depths of Trixie’s deep bottom. In desperation, he summoned up the last of his magic, horn sparking with built-up energy, ready to blast Trixie off with a final spell… which, in his current dazed state, Trixie found very pliable. It was absolutely trivial at this point for her to modify it into one of her favourite enlargement spells, she did know them all by heart by now after all!

“Ooh!” Trixie was cooing very happily as her hips stretched and expanded. Trixie’s ass had never needed an introduction beforehand, but now it rose like bread dough in an oven, expanding until the last exposed remnants of Twilight’s head disappeared conclusively beneath Trixie’s curves.

“What a pleasant treat, Sparkle,” Trixie sighed, giving her rippling cheeks a little pat. Sitting astride Twilight’s cute face, she coyly glanced back over her shoulder at the risen flare topping the throbbing obelisk of his erection, and then darted her eyes back to him, chewing her bottom lip in delight. She was like a kid in a candy store, already imagining all the perverted fun she was going to have with her new toy... she could already imagine the slick, shiny shaft cradled quite comfortably in her endless cleavage. “Now we can really have some fun~”

Trixie wiggled her generous behind happily atop his face, bouncing as if to an invisible tune. She rocked back and forth, alternating between burying just most of his face in the flesh of her beautiful butt... and completely enveloping his head in her splendid, intoxicating assets.

Although Trixie could tell she needed to tutor him a little bit. It was no good having him just lying there, now was it? But then, this sort of educational environment was exactly where a pony like Trixie thrived best, after all!

Trixie shot both of those generous thighs up in the air, putting the entire weight of her bottom on pretty Twilight's face, before subsuming her entire buxom frame in the sky-blue glow of her magic. With a whoosh, Trixie spun herself around, and slammed both those kickin' sneakers down into the grass on either side of Twi, driving them into the dirt. She lifted her caboose on high, dangling it over Twilight's pretty face, dangling her bouncing rear like a ripe peach hanging tantalizingly within his reach.

"Come now, Twilight, you're not just going to stare all day, are you...?" He really could have. The thin material of the body stocking was biting into her ass splendidly, that criss-crossing mesh causing flesh to come spilling through the gaps. Every little swing of her hips made her ripple and jiggle in dozens of different places at once.

Honestly, ships had been launched in the name of less beautiful sights! "You're a stallion, aren't you? I bet a hunk like you wants to get even with the silly filly who made him look like such a fool with her tricks and traps, mwahaha~"

Twilight’s mind was still reeling, but tricky Trixie’s trained eyes quite easily caught his hands stirring by his sides, as if he were slowly waking from a pleasant dream. A terribly tempting, awfully naughty sort of idea began to form in her head: "And besides... I might just have a little deal in mind for you, hot stuff. Since Trixie so soundly thrashed you in the magic competition, mmmm...? Here~"

Trixie planted her behind back on his face, his nose on top of her butt now rather than jammed directly into her steamy love nest, and plucked his hands up by his wrists, bringing those dangling digits allll the way up to her sweltering-hot fat ass. "Here we go... Good boy, take hold... Get a niiiice, fiiiiirm grip on Trixie..."

His fingers didn't just sink into her ass, more like it swallowed them. Not content with just swelling up in the wake of a magical infusion, Trixie's booty had become softer and more pliable as well, her smooth skin as latex, her butt as squishy as sponge cake. His fingers were soon caught under the body stocking's fibres, pulled along with each roll of her juicy rear-end over his face. "Mmmm... There. We'll make it best two-out-of-three, mm? A big boy like you should have noooo trouble bringing me to my knees. Ah, figuratively speaking. I'm already on my knees."

Twilight was speechless as he began to roll his hands over Trixie's sensational, Diva-like ass, squeezing, slapping, and spanking. Her gaze, rooted to his cock all this time, watched him go from stiff to stiffer, until finally she had her prize: a raging hard-on that triggered her own heat, a sweltering, needy warmth that demanded attention at once! She wrapped her arms around her midsection, sometimes moving back onto his face in faster and faster circles, other times just tilting her head and moaning out loud as his buttplay got too much for her.

In the end, Trixie couldn't handle it another moment. Sometime around her seventh "Ohhhhh!" or her fourth "Yessss~", Trixie glanced back at the beauty diligently working away at her thick ass, admiring the way he was leaving the most perfect little trail of kisses along her big fat butt, and she just snapped! She needed her pussy bare. She needed Twilight's face in her cunt! Trixie just couldn't go another second without showing off her most sensitive, holy part to this hot little stallion, and getting him to show some genuine appreciation for it.

"H-Hold on, stud... Trixie needs a little air." The magician raised her behind again, and slapped both her hands down on her thighs with two titanic cracks. Twilight was held spellbound as she rolled her butt in circles, keeping his eyes fixated on the beat-up material of her sliced-up thong as her fingers played over it, teasing the pussy trapped within. She was so wet the material was sticking to the outline of her plump slit, and she teased it now as he watched.

Then, with no need to draw it out any longer, Trixie slapped both hands hard onto the crotch of her thong, dragging her nails across it. She was in an animal heat now, throwing all modesty out the window in her need to claim her mate. She dragged the thong upwards, pulling the band until it dug into her crotch, moaning as she felt white-hot fire between her legs... And then she luxuriated in the long, drawn-out ripping sound that came afterwards as the tiny, slutty garment was shredded apart by her fingers, overwhelming what little integrity the poor fabric had left. One last tug broke it wide open, and her fat cunt immediately dangled juicily before Twilight's eyes, a glistening trail of womanly fluids immediately drooling out onto his chest. She was half-parted down there already, baring folds as vibrant and sleek a pink as some of Twilight's favourite cocktails. She immediately jammed it up against his mouth, an unmistakable order to her trapped twinky fuccboi that he should acknowledge and worship.

"Suck that pussy, Sparkle.” husked the devilish dame, feeling like the Queen Bitch around here. “Worship Great and Powerful Trixie!" She watched his dick reach a level beyond its previous "raging", wondering if it was finally time to pay that cutie back a little, and give Twilight some much-needed relief.

...A thought interrupted as Twilight’s all-too-talented tongue got to work! Trixie shivered and moaned and groaned as that little pink muscle lapped away at all the right spots. It came light and teasing at first, drawing itself up, down, and around her dripping slit until she was positively wild with want, then came the licks, long and slow. Sensuous, decadent strokes of the tongue that made Trixie melt just as surely as an ice cream cone. She wriggled, she squirmed, she screamed. Oh, it was just too much for her to handle! She would simply have to take Twilight under her wing once she’d won this duel, a personal pussy apprentice to train and refine into sexual perfection.

It was such wonderful worship, in fact, that Trixie decided she would pay him back for it after all. The Great and Powerful Trixie was a generous goddess indeed, and as she leaned down to envelop Twilight’s monstrously meaty shaft in her heavenly bust, she readied herself to deliver unto him every blessing she had in arsenal.

“Mm, good deeds are always rewarded in this temple, Sparkle,” she purred, dabbing a finger against the fat, twitching flare of his tip and drawing a strand of thick precum from it. She could only resist a moment before she popped it between her lips, eyes alight as the salty, masculine taste spread itself over her tongue. She gasped with delight. “And offerings doubly so! Now, allow the Great and Powerful Trixie to show you the reward for such stunning devotion~”

Trixie formed her luscious lips into an open, questing ‘o’, kissing daintily at Twilight’s drooling tip. “Mmmwa! Mwa, mwa, mwa!” Each exaggerated kiss came deeper and wetter than the last, her tongue dragging itself teasingly over the slick, pre-soaked flesh of his shaft. No magician started a show with her best trick, and she did so love the way Twilight grew ever more frantic and desperate as she toyed with him Eventually, though, she decided it was time to deliver the coup de grace, her lips coming in for one more soft, romantically sensual kiss to the tip… and rolled right over his flare, her mouth sinking down on that magnificent shaft until it could kiss her hot, wet throat instead.

For some it might have been an unusual direction for a magical duel to proceed in, but perhaps for these two perverts it was perfectly normal. They were both so horny all the time that this might have ended in a hook-up even if Trixie hadn't been plotting paramour right from the start.

And it wasn't like either of them were showing any decency... Not Twilight, even though any normal stallion would have been horrified at this turn of affairs; the plump pony was by now half out of his dress, his elbow-gloves discarded, his stockings beginning to split and run. And Trixie had never had anything like decency to begin with. Certainly she hadn’t gained any now that she was stripped down to just the body-stocking she'd been positively poured into. Soft, doughy mare-meat was bulging out every which way one looked!

So maybe this came as no surprise, then - the way they feasted on each other's flawless flesh, mewling and moaning equal amounts of satisfaction. Twilight and Trixie were both very sexually liberated ponies, animals who might just find any excuse to fuck! How many nights had the girlish boy and the mannish woman spent slipping in and out of naughty outfits, posing in front of their respective mirrors and drawing extreme pleasure from watching their bodies develop so lewdly? At some point in the past, both colt and filly had come to realization they were sluts with naughty bodies... but by then the thought had only made them grin and feel good inside, more determined than ever to seek greater depravity and stronger pleasures.

Example the first: their ongoing magical duel. Now, Trixie had her fingernails gleefully sunk into her big boobies and was holding them together around a particularly fantastic veined cock. She kept the base warmly smothered in creamy breastflesh while she bobbed her head on the top, hollowing her cheeks and copiously drooling all down the shaft. Just being rubbed up and down by dry boobs had been enough to make Twilight see stars, but when Trixie's bosom became slick and glistening and slid up and down with renewed energy, Twilight felt his mind blanking, his inner slut coming to the forefront.

It was all he could do to keep kissing and tasting the pussy pushed into his face... If it weren't for her bearing down on him, presenting her vibrantly-pink folds to him over and over, maybe the silly little goose would have just rolled his eyes back and focused on being a happy little cumcow for Mistress Trixie. Instead, he peeled her with his fingers, gently pinning those full lips to her thighs, and kissed all around the outside of her pussy. In the end, Twilight pushed his nose up against her and opened his mouth enough to greedily swallow the cartoon-cute mound of Trixie's pussy entirely. His nimble tongue danced in circles on the hot button that had gotten them into this situation in the first place, bringing the seriously messed-up filly the fabulously brain-melting pleasure she craved. Trixie tensed up all over - squeaked once, then twice - then suddenly went limp, stretching her legs out. She crooned like a satisfied little kitten, waggling her tired hips from side to side. "Mmmmm... Twilight~"

Just imagine she's Rarity, Twilight thought. Just pretend it's Rarity! It was an unexpectedly soothing image... Now that all that he could see of Trixie was this big, fat ass in his face, it was easy to imagine she was another, sweeter mare... Even if, in the event of a competition, Rarity's keister was large enough to flatten Trixie's pert, daintily-proportioned behind. He started paying attention to all the spots that made Trixie hiss and squeak, cementing them in his mind to try on Rarity later. Rarity deserved that much. She did, she did!

But as those slickened boobs continued to massage his lovely member, he heard only Trixie’s voice speaking to him instead of Rarity’s. "Hm-hm, I've admired you from afar for so long, young Sparkle. Long nights of such dreadful heat, tossing and turning under the sheets until Trixie's bed was a mess... I was crazy about playing with myself and thinking about you, long weeks of doing nothing but touching my hot little button... Ahaha~"

Trixie glanced back at him over her shoulder, locking eyes with Twilight as her tongue swirled around his shaft's flared head. "I couldn't stop thinking about you... My body couldn't stop thinking about you... Stealing glimpses where I could, imagining what it would be like to hold your velvety body in my hands..."

She loudly slurped him down, with a sucking sound he'd never imagined a woman's mouth could make. She bobbed down to the base, her throat bulging, then slid him back to the tip. "And now we are here! Trixie has been dreaming of this day... And I'm going to enjoy myself!"

She shuddered with pleasure, satisfied to her core with the taste of his stallionhood. "I might be vulgar and obscene, but... so are you! You'll keep licking unless you want all Canterlot to know about this... that cute friend of yours included, mwahaha~"

Not that cute friend of his! The weight of Trixie’s threat bore heavily down on Twilight, spurring him to continue to please his goddess’s all-needy pussy. It would simply break poor Rarity’s heart if she ever knew he’d been more intimate with such a fierce rival before such a close friend, and if he had to bring Trixie to a mind-blanking, pussy-tightening orgasm to protect her from that dark secret… Well, that was just what friends did!

And he did it well, too. Trixie’s taunting and teasing subsided quickly into a series of moans and groans, her mind sinking ever deeper to its most basic, primal needs as Twilight overwhelmed her with sheer pleasure. It was hard to think of ever more devious ways to toy with her little playmate with such a talented tongue exploring her deepest and most sacred depths. The most she could do was put her open mouth to work in reciprocation, bringing Twilight’s cock inch by inch toward its own peak in long, satisfying slurps. It was a race to the finish for the both of them, and whether Twilight’s mouth would win or Trixie’s was anyone’s guess!

Trixie, however, was never one to play by the traditional rules. As Twilight’s balls rumbled low against her lips, and his shaft twitched and throbbed against her throat, a flash of realization sparked in her mind. She pulled herself away from Twilight’s member with a wet pop, then eased Little Trixie off his face with an even wetter schlurp.

“Oh, no-no-no, dearest Sparkle!” Trixie giggled, reeling as if from the drunkenness of her own lust. She waggled a finger teasingly in his face. “Trixie wouldn’t dare let you waste such a precious gift!”

In the blink of an eye, she’d flipped herself around, her mouth meeting Twilight’s for the briefest of moments. Her arousal mixed with his as their lips met, Twilight’s precum and Trixie’s own juices washing together in a wave of passion. She pulled away from her poor, dazed victim, and shot him a wink, treating her rival to a vision of her thick blue thighs positioning themselves ever so carefully over his waist. “As magicians, I think we both know how important it is to save the best for last~”

Twilight gasped prettily as Trixie went from squatting over him to dropping her knees heavily on either side. She sat down on him, sinking her fully-figured weight onto him, then wiggling back and forth until she was comfy.

Twilight, on the other hand, was the very opposite of comfy. He’d been mere moments away from releasing a big, gooey mess all around Trixie’s puckered lips and down her front, and now he was twitching like crazy under her imperious gaze, whining for release. When that steamy pole of male arousal made itself known by bumping against Trixie’s generous bottom, her hands shot up and her eyes widened in a look of purest pantomime... followed by her grinning lecherously, and fluttering her long eyelashes at him.

“Oho! Seems like this one certainly agrees,” she teased, grinding her booty back at the indignant cock, criss-crossing it with the fabric of her stocking, every individual fibre lightly biting into his flesh. She swallowed him up in buttcheeks, grinding the head of his cock against the small of her back. “Ahuhuhu... Naughty fat cock...”

Trixie arched her back for Twilight Sparkle, presenting herself in a display that would have left him absolutely shocked him just a few years ago. Those very plump and heavy - yet effortlessly youthful in their bounciness - breasts of hers were drawn high and proud on her chest, lightly swaying for his eyes only.

“Take care of these for me, boy,” Trixie laughed, right before taking his hands by the wrists once again. She laid them across her bust as if she were an innocent starlet seeking some cover-up, and then smirked again when he began to squish and molest of his own accord.

Boys... They did so crave the relief that came with big, soft tits filling their vision and their hands... and Trixie considered herself the most heavenly on both counts. She wouldn’t stop bouncing until he was thoroughly drunk on her chest.

“And while you’re playing with those... I’ll help myself back here, ahaha~”

Relaxing her upper body, letting her beau grope, Trixie reached back behind her and touched her fingertips to that amazing cock. For a long moment, she simply trailed her fingers up and down the shaft, admiring its stiffness, and the virility it contained. A member like this could do some serious damage to an innocent maiden like her... It was one thing to cum on the end of her favourite sex toys over and over, but she could control the thrusting and ease off a little when she was feeling particularly... “lovey-dovey”, but a stallion like Twilight might just keep going further past that point, teasing her with his glans, finding her weakest spots and cruelly grinding on them with his huge cock past the point of no return. Combined with the sheer lovely warmth pouring out of that member, a deep heat that would suffuse into her heart via her pussy, and... yes. It was more than dangerous.

She bucked her hips, smooshing his pole between her buttcheeks over and over. Her cautionary warnings to herself were just driving the silly-filly into heat. Trixie was burning up for a cock!

“Hup! Here I go!” She climbed onto her hands and feet, butt high in the air, arms spread out. Trixie crab-walked her troublemaking slit directly over that steamy cock, lowered herself down, and... joined their bodies together.

“Hhhhhh...” The pony’s eyes crossed as she felt her lower lips being spread apart by Twilight’s member. It was a very tight fit, ridiculously so, and each and every inch was a pleasurable struggle to fit inside her. Over and over, she turned her hips in circles, worming her upper body back and forth in concentration and cooing in delight as a little more entered her each time... Soon, Trixie had her fingers wrapped around Twilight’s pole, squeezing him, thumbing the veins mapping the shaft...

But most of all, forcefully feeding him into her pussy. She locked eyes with her captive stallion, daring him to look away as inch after inch of maleness was swallowed up into her tight, womanly folds. She arched her back, made a cute sound of tension as she tightened, then siiiighed it all out as she adjusted to take Twi’s not-inconsiderable size. “So this... This is how things have turned out, eh, Twilight Sparkle? Quite the surprise for you, I bet!”

Now that he was inside of her, and Trixie was able to begin lecherously sliding her hips up and down, she was free to fan her hands out across his belly. A few more inches entered her, and she leaned forwards, unceremoniously dropping her booty in Twilight’s lap with a slap. Trixie repositioned herself into a position where she could really thrust, and planted her hands on Twilight’s flat chest.

“And rightly so! My ultimate victory... You’re... ahhhn... almost totally devoured... Gobbled up by Trixie!”

Twilight’s pretty little nipples did not escape her notice, either. Trixie seemed intent on conquering every last part of Twilight, and what better place to start than his svelte, slender chest? She placed a hand each on his pecs and molested them as if they were a girl’s breasts, all the while giving his pole the full - agonizing - Trixie treatment. She was just so tight! “You look like you’re starting to have some second thoughts about taking on Equestria’s greatest showpony, mm? Ahaha!”

Trixie’s dripping pussy fluttered up and down Twilight’s throbbing shaft, laying claim to it just as completely as she’d laid claim to him. She kept him pinned easily under her hands as her tight bottom drove down onto his hips over and over... all while grinning a grin so manic it would have made Pinkie Pie jealous.

That big, thick booty smothered his lap, luscious blue cheeks smothering his thighs as Trixie packed his entire length inside of her puss. “Would you look at that, Sparkle?” she laughed. “I’ve made your whole length disappear, just like magic! Oh, this might just be Trixie’s best trick yet!”

That bad, bad bitch paused to wiggle her derriere, moaning a very womanly appreciation for such a yummy cock. “Looks like... Mmmn... Another win for Trixie!”

And while nice stallion and naughty mare continued to luxuriate in each other’s warm embrace, Rarity remained at the foot of the cliff, without her Twilight. Alone.

And it was starting to rain. Perfect.

Once again, Rarity turned her eyes to look all the way up the cliff’s imperious face. The fact she had been stopped not by a pony, not by magic, but by a simple geographical bluff... that was perhaps the worst part of all of this! In the end, it all felt like a cruel joke.

It was nothing at all for an experienced and powerful Magus like Twilight to fizzle in a flash, blinking to the bluff’s summit in a single heartbeat, but Rarity was known to have trouble so much as simply flashing across a room. Her magical repertoire was sizeable; if one ever needed gems and jewels located, identified and appraised, she could whip up a blast of azure magic in moments...

But right now, she needed something else.

In all her life, Rarity had never felt so low. And not just because she was sitting at the bottom of a cliff! Her entire journey here had been pointless, her presence completely and utterly inconsequential to Twilight’s fated duel with Trixie. She might have turned back towards Canterlot then and there, if not for a sudden flash of magic from her handbag.

Oh, yes, that was right. She’d stowed the crown in there. The crown she’d witnessed in her dreams, the crown that had been delivered to her at the height of her body’s need. In all the excitement, she’d as good as forgotten about it.

But it wouldn’t stand to be forgotten a moment longer! Before the unicorn’s spellbound eyes, her handbag whipped open, and the crown emerged, leaving a sparkling trail of lights as it whipped around her buxom body to come and hover before her eyes.

It was glowing, the air itself rippling around it as inky coils of magic twisted and writhed around its golden finish. With mouth agape, Rarity found herself staring directly at the crown, even taking a step towards it, and it was a decision she immediately regretted. Her thoughts slowed the longer she focused on it, sinking deeper and deeper into the idea of the tiara until thinking itself was like forcing her way through fog.

But where her own thoughts failed to materialize, it seemed someone else’s were filling in the blanks for her. The next time Rarity fluttered back to consciousness - when that ebbing and flowing magic momentarily hit a low point in its cycles - she swore she heard a voice clear as day in her mind.

“Rarity. I can give you the power you seek.”

“Wh-What?” Rarity raised one of her hands, then immediately withdrew it right after. “No... I can’t...”

A sly tone crept into that sinister voice. A thought that felt like her own, but clearly wasn’t - much too jagged and thorny. “Just a momentary boost, nothing more. To get you to the top of the cliff.”

“Just a... momentary...” She sounded the words out, the light in her eyes fading.

“All you have to do is let me in, Rarity.”

“Let... in...”

“Trust me...” purred the voice one final time, and Rarity felt her soft, gloved fingers reaching up and out. She grazed the crown with the very tips of her fingers, drawing them along its surface... and then immediately withdrew them as if she’d been pricked by a thorn. “No, I...!”

But that momentary wavering had been all it had taken. The darkness spread through the air towards her, laced around her brow, and the circlet was drawn towards her forehead as if magnetized. With a soft “click”, it settled into position on Rarity’s brow.

The little white pony stumbled backwards, clutching her forehead. She might have immediately tried to drag the circlet off, if not for a pair of whipping, whooshing sounds behind her a pair of large, black wings burst from her own back.

“Wings...? No, I can’t... But...”

But,she touched them, and found them real. Her new wingspan was composed of an inky black shadow, with the consistency of a pool of tar. They were only an illusion meant to resemble a pegasus’ wings, crafted from magic taken from somewhere... beyond. It was a brand of mysticism everypony assumed had long since vanished from Equestria.

But still... Rarity beat her wings, unfurling the inky blackness across a span that seemed to go on forever - black tendrils that bubbled and boiled under the thickening sheets of rain. She took off, blasting the air downwards under the force of her new thundering wingspan.

Rarity knew she didn’t have much time. Part of her was fully aware that the crown had deliberately chosen not to teleport her, that flying to the top would take precious minutes more than it would to blink there.

And that would give it precious minutes more to work on her. Every moment those pools of inky black pools of anti-light were on her back was another opportunity to take a sinister thought that had always lurked in the back of her mind and give it a bit more weight, a little bit more oomph.

Calling it ‘mind control’ would be wrong. She was aware of that, right from the get-go. The power filling up Rarity’s mind at the moment was doing nothing more monstrous than making the amount of Rarity in the world more considerable, filling up the world around her with Rarity. It was an intoxicating power, one that could be ridden and controlled, and yet constantly whispered that things should be the other way ‘round.

It would feel soooo good to just let it all come gushing out, for everyone to see.

Rarity knit her brows as the Nightmare forces seeped into her mind, conjuring up a hundred images of that dreadful Unicorn magician, the one who had made all this necessary in the first place. “Trixie.” Well, Trixie was waiting for her right now at the tippy-top of that cliff, and in her current state, Rarity could exact the revenge she’d been craving since yesterday... She could destroy the girl with a glare! With a few whispered words! What fun!

But no, Rarity reminded herself, Twilight will be there. A lady simply does not interrupt her day out with a gentleman to demolish the stumbling blocks along the way... no matter how boorish.

Rarity finally alighted at the top of the cliff, her mind made up. As rapidly as they’d appeared, her newly-grown wings deteriorated from all up her back, turning to papery shreds that dropped to the earth and broke apart.

It wasn’t too late for Rarity to remove the tiara, to cast it off and hurl it back into her handbag, but she decided she wanted to keep its power. Well, perhaps at least for a teensy bit longer. Like a well-rounded lass who had just sworn up and down that this delicious cupcake would absolutely be the last one, Rarity found herself dipping into the metaphorical cupcake reservoir once again.

I’ll admit I might have a tiiiny bit of an indulgence problem.

The problem is that I haven’t been indulging nearly enough~

Now I do believe I have a Trixie to scare the pants off of! Metaphorically speaking, of course. Rarity doubted that in-heat tramp had even worn pants a day in her life!

Rarity arrived at the castle’s door soon afterwards, a roaring fire of righteous fury burning in her breast. She’d come to support Twilight in his duel against Trixie, and by and that was what she was going to do! Her ears pricked ever so slightly as screams and howls echoed from inside, a chorus of indiscriminate voices that sounded like something from a torture chamber…

Or a bedroom, a voice at the back of her mind whispered, but Rarity shook that thought right off. Either those screams were Twilight’s, in which case her help would arrive not a moment too soon, or they were Trixie’s and she would be needed at once to help Twilight celebrate his victory. In either case, she would simply have to make haste.

She threw open the doors and strode in like a mare on a mission… which she very much had been, until the sight stopped her dead in her tracks. She had expected to bear witness to an epic battle between blue and purple. Evil and good. Bolts of magic flying left and right as Twilight and Trixie both waged magical war on each other. She hadn’t even dared to expect that she would find them making the beast with two backs!

And of all the moments Rarity could have chosen to walk in, she’d picked the peak: the climax to their ‘duel’ - if duel indeed was what they wanted to call this. She gasped, eyes widening in disbelief as Trixie’s powerful hips bore her up extra-high, naughty sounds of shared excess reverberating through the stone halls as Twilight’s cock ever so briefly left her. Time seemed to slow, that fateful moment from which there could be no return hanging in Rarity’s mind. These were the consequences, she realized. She had let Twilight leave her side for even a moment, and the scene before her was the destined, deserved result of such carelessness.

These were the consequences.

The sloppy wet meeting of Trixie’s naughty lower lips and Twilight’s throbbing member was catalytic, a quintessential boy-meets-girl moment that set them both over the edge. Twilight’s hips bucked powerfully, heavy balls tensed as they filled Trixie’s spasming puss with a heaping helping of creamy cum. Shot, after shot, after shot of it, in a seemingly endless orgasm, time itself blurring for the both of them as their cries mixed and mingled.

Twilight moaned.

Trixie sang.

Rarity clutched her cheeks, and howled in frustration.

And all the while, Trixie’s belly bulged further and further outward with the spoils of sex. She bounced up and down, milking her love for every last drop of seed, all with a sparkle in her eye and a grin on her face. She had already caught a single, sex-blurred glimpse of her second greatest rival arriving on the scene - her primary competition for Twilight’s affection now frozen stiff in horror - and now, more than anything else, she wanted to put on a show.

Well, Rarity had gotten a show, alright. Quite an eyeful, indeed! She could feel herself falling back into that familiar black haze, a flickering fire of resentment building in her stomach. How dare that miserable little minx think she could ever stand on the same stage as Twilight, much less share the spotlight with him!

She surged forwards.

Rarity’s new tiara shone with cold, silver light. Its power filled her, a stream of raw magical energy pouring into her lush, well-padded frame. If this was the kind of performance Trixie was going to put on, then she would simply have to be prepared for Rarity upstaging her.

The air crackled electric, the temperature in the castle falling by degrees as more and more magic suffused Rarity’s body. Then, when finally it seemed a simple fashion-mare from Canterlot could hold no more, it molded her. Changed her. She was growing, becoming taller, fuller-figured, and more bountiful than ever. Soon her physique could have been mistaken for one of Equestria’s own divine princesses.

What Twilight’s magic had done to Trixie’s rear before paled in comparison to the greatest, most powerful of expansion spells. Rarity’s mane spilled out, flourishing into dark, starry waves.

And worst of all, a manic smile spread across her face as every nerve sparked with pure satisfaction, her eyes aglow with power greater than anything Trixie had ever seen in even her wettest dreams.

Or, no. Not Trixie’s dreams. More like…

Rarity grinned. More like a Nightmare.

Author's Note

Hi! This story, and the preceding books, were commissions. Unfortunately, the commissioner wasn't able to continuing paying for the story, so it's over for now.

There's a small possibility I might continue it on my own unpaid just to finish this part off, but it's more likely I'll work on my own stuff.

Apologies for the difficulty, I hope you can enjoy my many other stories in the meantime.