It had always been a risk, a terrible risk, to leave Celestia and her student alone together. As much as Chrysalis hated and despised Twilight, she'd been forced to recognise her perceptiveness, her ear for wrong notes. If Twilight worked out what was happening, she could raise the alarm, call upon the other alicorns - and Celestia's brainwashing might not be proof against everything that Twilight could say or do. All that Chrysalis had achieved could so easily have been torn down, in mere moments.

Instead, Twilight was chained down beyond the door, half-naked, stripped of her magic - defeated without even knowing it. And Celestia was on her knees, hungrily offering up her most beloved student to be made into another fawning slavecunt, like her.

"You've done well," purred Chrysalis, stroking a hand through Celestia's billowing mane. "She is completely helpless to resist me."

"Yes, my Queen!" Celestia whimpered, nodding urgently. One hand strayed between her legs, pressing against her silken dress firmly enough to outline the base of the dildo buried in her pussy, before she managed to force herself to lift her hand again. "Please! May I help you break her will?"

"When I call on you. When I have taunted Twilight to my full satisfaction," Chrysalis replied, delighting in the way she didn't have to hide the cruelty of her intentions for even a moment.

"Anything you command, my Queen," Celestia breathed, lowering her head submissively. A streak of desperation in her voice, she added pleadingly, "Your unworthy cunt slave is so, so horny. May this bitch play with her fat tits and dripping cunt?"

"You want to fuck yourself while I trick, gloat over and hypnotise Twilight? That makes you horny?" Chrysalis asked, her voice brimming with hot, sensual cruelty. The changeling's stolen form was livid with arousal, racked by almost unbearable heat. Her nipples throbbed, aching with hardness, and slick wetness inched down her thighs from her sodden underwear.

"Oh, oh fuck yes, my Queen, yes! Hypnotise her! Make her your bitch, like me! I want it so badly!" gasped Celestia, her pink eyes hazed with near-mindless lust, gripping her knees tightly with both hands in a desperate attempt to keep from touching herself.

"And if I tell her that this was all a trick, that you're a dumb, brainwashed slut whose mind is totally under my control, that I have no intention of peace?" Chrysalis knew she shouldn't leave Twilight waiting alone any longer, but this final moment of anticipation was nearly as hot and sharp as an orgasm itself.

"I know that isn't true, you'll just say anything you need to say to break Twilight's will!" Celestia answered with utter, programmed certainty. Her hands tensed more tightly, and a wordless whine of desperation escaped her lips.

"Strip, and play with your filthy body any way you wish," hissed Chrysalis intimately, her voice made sharper and harsher by the contrast of coming from Celestia's borrowed features. "But don't cum. That pleasure is reserved for my word."

"Yes, yes, yes, thank you my Queen, thank you," Celestia babbled, her magic flaring as her dress was undone so roughly it was nearly yanked apart at the seams.

A line of green fire licked over Chrysalis's disguised body, consuming the dress she wore. In its place, delicate, lacy triangles displayed her heavy white tits and tight, pointed nipples, a matching pair of split-crotch black underwear exposing her bare, glistening sex. Switching to Celestia's voice, Chrysalis chided lightly, "Don't forget to change for your big entrance, my faithful whore slave."

"I obey!"

The heavy door opened under her hand. Leaving it ajar to let Celestia watch, Chrysalis stepped inside. The room was narrow, a crackling fire in the grate keeping it comfortably warm, multicoloured light pouring down from a high, stained glass window and pooling across the helplessly bound, near-naked figure of Twilight Sparkle. The young mare was chained spreadeagle to the dark, padded bench that dominated the room, collar and cuffs buckled tightly, a silver ring gleaming dully at the base of her horn. A polished mirror behind the captive mare reflected her, like an intricately framed portrait of the depravity to come.

Twilight's emotions hit Chrysalis like a wall. Anticipation, nervousness, fear, shock, lust, and above all, an absolute love that crackled in the air with almost visible intensity. She couldn't lift her head properly from the bench, her white collar chained tightly in place, but her pupils were huge and brimming with disbelief.

"Oh my - oh my stars," Twilight hyperventilated as Chrysalis drew closer, her gaze jerking back and forth over the changeling's transformed body. "Princess! You can't - that's - you're so - naked!"

Chrysalis smiled slowly. You ruined everything. Equestria was mine, and you ruined it. When I'd fooled every last one of these stupid, gullible creatures, you wouldn't keep your wretched opinions to yourself. Cupping her breasts, squeezing just enough for her fingers to indent them, she breathed in the voice of her oldest enemy, "Do you like my pretty tits, Twilight?"

Twilight shuddered, the chains clinking as she instinctively tugged on them. "Yes! They're so beautiful!"

"I'm sure you've pictured what they'd look like many times, haven't you."

"Yes! I did!"

Chrysalis prowled closer, planting a hand on the edge of the elevated bench and leaning over Twilight. "My tits are perfect. You've never seen a body like mine. You want to touch them and squeeze them. You want to rub your little body against them, feel how soft and smooth they are. You want to suck on my big pink nipples, don't you Twilight?"

"Yes! Please!" Twilight's lips parted, and she strained towards Chrysalis's body, but the tightly chained collar stopped her head from moving more than an inch off the padded table.

"You'll have to wait. You get to taste my body when I decide you do, and not before," Chrysalis told her, with a flash of regal disdain.

"O-Oh. Yes, I'm sorry, I just - I'll do better!" Twilight promised hastily, biting her lip.

Stupid, easily-fooled little bitch. Chrysalis held back the words that she longed to throw into Twilight's face. There was far more enjoyment to be taken in pacing herself, in taking her time. Moving to the foot of the padded bench, Chrysalis let Twilight strain to keep watching her, the younger pony twisting against the unyielding grip of the cuffs and collar to keep her supposed mentor in sight.

"You've never been fucked, have you Twilight?" asked Chrysalis rhetorically, delighting in the calculated coarseness of the question.

Her face flushed red, colouring her cheeks and down her neck to the upper slopes of her chest, Twilight shook her head mutely.

"Never been naked with another pony. Never even been kissed before today, have you? No, I didn't think so. Not the kind of kiss that I'm talking about. Well, don’t worry. You're about to learn a lot." Chrysalis laughed, hearing it emerge in Celestia's soft tones. Planting a hand on the end of the elevated bench, she pushed herself up, climbing onto the end of the padded slab of dark wood. Her round, full ass in the air, pennanted by her fluttering tail, she crawled up Twilight's body on all fours.

Twilight whimpered shakily as Chrysalis's warm, smooth body stroked against her stocking-clad thighs. "I can't believe - please, do anything you want to me, whatever you want!"

"Like this?" breathed Chrysalis, delighting in replicating Celestia's characteristic mischievous smile. Hooking her fingers under the waistband of Twilight's neat white panties, she pulled forcefully, ripping the delicate fabric apart in a single instant. Before the young alicorn could even think to react, her pussy was on full display, coated with a delicately striped haze of sparse fur. Her slit glistened wetly.

Twilight's gasp of shock was almost lost under the sound of tearing cloth.

"Nothing to say?" taunted the changeling. Running a finger up and down Twilight's exposed sex, Chrysalis smirked cruelly at the disbelieving whimper the touch provoked, and lifted Twilight's ruined panties to her lips with her free hand. Her gaze lifted to the mirror, a dark delight flaring within the changeling as she watched herself - as she watched the stolen form of Princess Celestia - stick out her tongue and taste the sodden cloth, even as her free hand kept caressing and teasing her student's cunt.

"This is a dream…" Twilight whispered, her back arching involuntarily. "This - oh goodness, oh Celestia - I never knew how much I wanted you to touch me…."

"Don't pretend to be surprised. You wore those short skirts for me. All those cute little outfits, flaunting your tight little body," Chrysalis replied with a hungry smile. Twilight's body was attractive, by the low standards of mere ponies. All the same, the rich, sensual satisfaction of having her enemy so helplessly exposed, writhing under her hands, was far more potent in fuelling the changeling's lust. Delicately parting Twilight's lower lips, Chrysalis slid two fingers into the captive mare, and hissed, "Such a pretty pussy."

"I, I never meant to 'flaunt' anything, but- oh! Ohh!" Twilight broke off mid-sentence, gasping. "Oh!"

"You love having my fingers buried in your dripping cunt," Chrysalis purred, in tones that verged on a demand. Reaching up Twilight's body, she hooked a finger under the pony's bra strap, tugging it slowly upwards until the edge of a deep violet areola slid into view.

Twilight's eyes widened, struck wordless by the sheer perversity of the language seemingly coming from her beloved mentor. Stammering, trying to regain her mental balance, she gasped, "I can't believe how good it feels when you touch me, Princess!"

"Yes, it feels wonderful. This is the best feeling you've ever had, the best feeling you will ever have," breathed Chrysalis tauntingly. She tugged at Twilight's bra, then frowned as it refused to come free. Stupid, wretched, confining clothes! Running her hand down Twilight's side, out of the restrained pony's sight, a sharp claw slid from the end of her finger and she severed the bra band with a single smooth flick.

"How - how did you do that?" panted Twilight as she felt her bra suddenly come loose, trying to look down at herself.

"Just a little magic, Twilight," Chrysalis replied in Celestia's soothing tones. "Now hush. I want to enjoy this moment…" Pulling the severed garment loose, she casually tossed it off the bench, gazing down at the younger mare's bared tits. They'd once been quite small; the elevation to alicorn had reshaped her body, enhancing them to soft, medium-sized handfuls that seemed larger on her slender frame. Deep violet nipples stuck up stiffly like little berries, begging to be tasted.

"Mmm, yes. Definitely," Chrysalis murmured, mostly to herself. Nothing like Celestia's, or her own even more magnificent body, but very cute, and very enticing. This pony was going to be a very enjoyable thrall. Palming one breast, she rolled and tugged Twilight's nipple with her fingertips, crawling a little higher up the prone mare's body to begin lapping at the other.

With a high, wordless whine, Twilight jerked in her chains. "Oh, please, Princess, please touch me, please! Don't stop!" Her hips jerked against Chrysalis's hand, and Twilight let her head loll back as she focused on nothing but the glorious sensation of her loving mentor's body and mouth against her.

Shifting slightly, Chrysalis straddled Twilight's thigh and began grinding up and down against it, leaving a streak of slick wetness on the captive mare's smooth skin. Every little jerk and quiver of Twilight's bound body thrummed through the changeling's sensitive pussy, and she hissed in pleasure. Her body was flooded with hot, surging lust, ablaze with the cruel, predatory glory of her triumph.

"Tell me you love me, Twilight!" Chrysalis demanded, lifting her head enough to meet Twilight's eyes.

"Yes! Yes, I love you, I'll always love you!" gasped Twilight, utter conviction in her voice. Another heavy wave of affection and adoration rolled over Chrysalis, flooding into her in a way that no mere pony could comprehend; better than the most delicious meal, the most pleasurable wine, a steaming hot bath, the heat of the sun on the skin - an urgent surge of energy and power that could have set her floating into the air.

Hers. All hers.

"Close your eyes," Chrysalis breathed. Her fingers slid and curled within Twilight's heated sex, coated in the young mare's wetness.

"Anything," Twilight panted, shutting her eyes obediently as she arched against Chrysalis's hands.

"That's good. Stay just like that," Chrysalis replied lustfully. "Grind against me, little pony." Savage triumph spread over her face, a strange, unnatural expression on Celestia's borrowed features. A flicker of dancing green flame flared at the end of her horn, then began creeping backwards, gathering speed as it came.

In seconds, the wave of transformation swept over Chrysalis's face and down her body. Soft white skin flashed to black, the Princess's gentle eyes replaced by a harsher, slit-pupil gaze in luminous green. Her billowing mane and tail vanished, falling into loose strands of a duller blue, her snowy wings fading into translucent, ragged gauze; her breasts grew a little larger as darkness swept over them, and pierced holes suddenly flashed into existence down her calves to her hooves.

Twilight whimpered and moaned beneath the changeling, her slick cunt squeezing Chrysalis's fingers. "I - I think I'm going to - I'm so close-!"

Letting her forked tongue dance over Twilight's rigid nipples, Chrysalis hissed in Celestia's pleasant tones, "By all means, Twilight, don't let me stop you. I want to see you cum your pretty little brains out all over my fingers-" Chrysalis let her voice lapse back to her own, her true voice, and finished mockingly, "-my faithful student."

Twilight's eyes snapped open, her body locking into a rigid statue. It took a few seconds for her to speak, and when she did, her voice was hoarse and jagged. "You."

"You should use my title when you address me, worm," Chrysalis sneered, firmly rocking her hips against Twilight's motionless thigh.

Every chain on the table snapped taut as Twilight yanked forcefully on them, struggling furiously. Baring her teeth, she tried to lunge upwards, but the chain attached to the back of her collar brought her up short barely an inch above the padded table. "You will not get away with this!" Twilight shouted furiously. "Get off me!"

Chrysalis idly rubbed her thumb over Twilight's clit, grinning cruelly as she saw the mare shudder involuntarily, despite herself. "I thought it would take longer for you to fall back on such tired, sstupid clichés," she replied with insulting calm, drawing a clawed finger around Twilight's nipple. "Not very imaginative. Disappointing."

"You - how could you touch me like this?! I said get off!" Twilight shook her head rapidly, trying to jar the horn ring loose. "You can't keep me prisoner!"

With snake-like speed, Chrysalis seized Twilight by the chin, pinning her head in place. "I don't need to keep you prisoner for long, sstupid pony. I am going to fuck your mind. You won't even want to escape. Or leave. Or do anything I don't want. You will worship your Queen." The instinct to dominate and control others was as deep as the urge to keep breathing. With only the lightest brush of conscious intent, enthralling light began shimmering in Chrysalis's green eyes.

"I would never serve you! You can't touch me, and you can't make me!" Twilight bared her teeth again, trying to bite, but Chrysalis was no closer than before, and the short chain stopped her cold once again.

"I can't touch you?" hissed Chrysalis with savage amusement, withdrawing her glistening fingers from Twilight's cunt and lapping them clean with exaggerated motions of her forked tongue. "I can make you do anything I want. You're going to learn so many new things when you're kneeling in front of me, fucking your tight cunt with a dildo and begging me to fill your virgin ass with my cock!"

Twilight's face went pale, then deeper red with shocked embarrassment. "You're - you're disgusting!" she gasped.

"I am the most arousing creature you have ever witnessed," hissed Chrysalis hotly.

"You're insane!"

"You'll believe it soon enough," gloated the changeling. "You can't escape my magic, little fool. Look into my eyess… you can feel the dizziness sliding into your head. It is my power, infiltrating you. Your magic is ssealed, there is nothing you can do to stop it."

Twilight blinked, then winced and tried to shake her head, unable to break Chrysalis's iron grip holding her still. "I know exactly what you're trying to do! It won't work!"

"Oh?" taunted Chrysalis. "Stupid little foal knows my magic better than I, does she?"

"I know enough!" retorted Twilight, screwing up her eyes and looking away from Chrysalis's face. "I've researched you, and all of your magic! You can't just make me believe anything! Your magic is weak. It's sneaky, and feeble, and, and, you can't use it on someone that knows what you're doing! It's only good for creeping into places unguarded, like you are!"

Chrysalis flashed her fangs, pushing herself up higher to look down on Twilight. "Impertinent little grub! You will regret those words deeply!"

"No! You're going to regret ever telling me what you were trying to do! You're going to regret trying to attack Equestria! You'll regret everything!"

The sudden smirk that curled Chrysalis's lips made Twilight visibly tense.

"You think it was a mistake? You think that now you know, I cannot break your mind, turn you into an eager, desperate whore that lives to serve my every whim?"

"I'd never be like that!"

"And I know the extent of my powers better than any creature alive. So why would I tell you, if it would prevent me from forcing my will upon you? Forcing you to become dizzy, and weak."

Twilight looked up at Chrysalis for a moment, brow furrowed in sudden confusion, then looked away sharply again. "Because…"

"It doesn't make sense. Unless you're wrong. Unless I can make you sink, your body getting heavier, whether you want it or not."

Biting her lip, Twilight shook her head. "No. No, you can't," she protested.

"Then why have I done it?" Chrysalis taunted.

"Because-"

"Then why have I made you dizzy, and weak, and heavy?"

"Because you…" Twilight trailed off, then jerked against Chrysalis's grip as she tried to shake clarity back into her head. "But - no, you didn't!"

"I didn't warn you?"

"You did!"

"Then I made you heavy, slow, your head is full of fog."

"No, it's… not…" protested Twilight more sluggishly, then squeezed her eyes shut and took a deep breath. "No. You can't do this to me. I'm completely aware of what you're doing, and it won't work."

"You're not going to call for help?" taunted Chrysalis.

"I'm not stupid," Twilight snapped, then gasped as Chrysalis flicked her nipple. Recovering herself, she said in a lower tone, "You'll have made sure nopony can hear me, or you wouldn't have bothered leading me here. I won't give you the satisfaction."

"I could have forgotten something," purred Chrysalis, her black lips shaped into a cruel smile. "Not going to take the chance? Celestia could be right outside the door."

"Shut up!" gritted Twilight, keeping her eyes firmly closed.

"Open your eyes."

"I won't!"

"I'll tell you a secret."

"I'm not interested!"

"I'll tell you anyway. The thing is, Twilight…" Chrysalis leant down, her breath hot on the captive mare's ear. In an intimate whisper, she breathed, "you're right."

Twilight's eyes opened in sheer surprise, before slamming shut again. "What - what are you talking about?"

"You're right. It is much easier to enthrall a pony that isn't expecting it. When her guard is completely down, feeling nothing but love and trust… it's barely an effort at all. Remember how good it felt when I touched you? I could have broken you so easily. But I didn't."

"That wasn't - I didn't feel good because of you, I thought - I thought it was the Princess!"

"And you still don't know why I didn't do it to you, right then. But I'll tell you." Her forked tongue flicked against Twilight's ear. "It's because I wanted this. I don't just want to enslave you. I want you to know that I've beaten you. That you're going to be my eager, obedient fuck puppet, and there's nothing you can do to stop it."

"I will never give in to you! You can't keep me here forever!"

"Bold talk from a pony that can't even meet my eyess," hissed Chrysalis softly, green energy flickering over her horn. "A silly, ssoft little pony that can't resist me. You will look at me."

"I won't!"

"You will. Because if you open your eyes, I'll tell you what I did to your precious Princess Celestia."

"Liar! You haven't done anything to her! She'll cast you out of Canterlot, and into the swamps forever!"

"Is that a little quiver in your voice I hear?" Chrysalis replied mockingly. "Do you think I would bring you here without taking care of her first? Sso foolish, so stupid. She isn't coming to save you."

Twilight screwed up her face. "What have you done to her?!"

"Open your eyes."

Baring her teeth, Twilight snarled, then slowly did as she was told. Looking aside towards the flickering, dancing fire, she demanded, "Tell me!"

"No, no. You look into my eyes." Chrysalis exhaled in satisfaction as Twilight reluctantly met her gaze, glaring hotly. "Yess, that's it. Look and grow weak."

"I won't-"

"You want to know what happened? Keep gazing at me. Yes. I crept into this castle, using disguise after disguise. I found her bedchambers. I entered them. And she welcomed me."

"She would never do that!" snapped Twilight.

"Idiot foal. You keep reacting as if she had any idea who I was. No. She looked at me, and who did she see but her young, easily-led student."

"…no."

"Yes. And then I fucked her. I fucked her body, her mind - I made her into my fawning, obedient cunt. You believe me, don't you?" Chrysalis purred, her eyes pulsing with slowly contracting rings of light.

"No! I don't! Princess Celestia is - is the strongest pony alive! She's smarter, and stronger, and better than you! You'll never trick her again, and you'll never, ever beat her!" Twilight snapped, glaring furiously at the changeling.

"Is she smarter and stronger than you? Because you, stupid little mare, aren't much of a threat at all."

"Yes! Yes, she is, and you'll regret this! She will crush you!"

"So," Chrysalis breathed hotly, "if I brainwashed her, you wouldn't be a challenge at all."

Twilight struggled to break their gaze, obviously finding it hard to look away. Her eyelids flickered, then, with an effort, snapped shut. Sucking in a shuddering breath, she replied more calmly, "I shouldn't ever have opened my eyes. You're just lying to me."

"Don't look away now," taunted Chrysalis, her lips drawing back to bare her sharp fangs. "You wouldn't want to miss her entrance. Celestia! Get your drooling cunt in here! I want you to say hello to your little favourite."

Despite herself, Twilight's gaze flashed to the doorway.

The door, already ajar, opened fully. Celestia stood framed there, nearly naked. A thick black collar was possessively wrapped around her neck, chains leading down from a central O-ring to clips that pinched her jutting nipples. Broad black wing binders drew her magnificent wings tightly against her back. Split-crotch panties and a cupless bra of black lace recalled the disguise Chrysalis had worn, but Chrysalis had never worn such an expression of smouldering, dazed lust. Celestia's pink eyes were fogged with desire, a rich pink flush colouring her cheeks and across the top of her chest. One hand gripped the base of a dildo, urgently working it in and out of her slick, dripping sex, never stopping even as the debased diarch stepped forward into the room.

The elder alicorn's voice was a whimper. "Yes, my Queen, your pathetic bitch obeys!" she panted, then looked down at Twilight. "Oh, fuck, you look so hot like that, Twilight... you're going to make such a fuckable slave for our Queen!"

"...this is a trick, she's another changeling," Twilight insisted desperately.

"No tricks," hissed Chrysalis triumphantly. "I don't need tricks. She seduced you for me - didn't you sslut?"

"Yes! Oh, yes, yes, I did," gasped Celestia, nodding eagerly. "You were talking to me, Twilight, from the moment you arrived. I touched you and kissed you, I led you here and chained you up for our Queen!"

"Tell her why," gloated the changeling, watching Twilight's face. The young mare couldn't seem to maintain focus anymore, trying to watch Celestia but finding her own gaze repeatedly turning back to Chrysalis's glowing green eyes.

With a whimpering gasp, Celestia's thrusts of her hips against the dildo in her hand quickened as she focused on her captive student. "I want to see you hypnotised! I want to see our Queen fuck your mind!"

"No! No, that's just - it's what she's done to you!"

Celestia shook her head, her magnificent mane floating outwards. Her bared tits bounced heavily against the pull of the chains on her nipples as she ground up and down against the cum-slick sex toy in her hand. "I've always wanted to see you slip into a mindless trance, Twilight, I've wanted it for so long. I want to see my innocent student transformed into an eager, brainwashed slut, that would be so hot. I want to hear you beg to be fucked by our Queen's glorious cock!"

"Snap out of it!" Twilight yelled, truly raising her voice for the first time. Not that it mattered; just as she'd guessed, circumstances had been carefully arranged to ensure there'd be no interruptions. No guards were anywhere in earshot, and sounds within the room barely carried as far as the doorway, muffled as they passed the threshold. "Princess, this isn't you! You'd never say such things! You wouldn't think them! This is all Chrysalis's doing!"

"Didn't I say?" Chrysalis replied languidly. "She would never have believed you."

"Yes..." Celestia groaned, nodding. "You're always right, my Queen. She never would have believed that I asked you to dominate me, that I begged you to make me your horny bitch slut."

"But you didn't!" Twilight cried out. For a moment, she managed to look away from Chrysalis's eyes to meet Celestia's gaze pleadingly.

Chrysalis twirled her finger around the tip of Twilight's horn, making the younger mare shudder. "Don't be stupid," she hissed. "Of course she didn't. I fucked her mind, hypnotised her, and made her my bitch. And then I made her think it was her idea."

Twilight's mouth opened and closed wordlessly as she looked wildly from Celestia to Chrysalis and back. "But - but you heard that, Princess! You know she's lied to you!"

"Why would that bother me?" Celestia asked in reasonable tones, even as her body quivered and her tits swayed and bounced with the forceful movements of her arm as she fucked herself with the dildo she held. "Being a brainwashed slave is so fucking sexy, Twilight. I'd love both of us to be mindless, conditioned sluts, side by side, chanting our obedience as our Queen uses our unresisting holes."

Twilight seemed lost for words, and as she struggled for composure, her concentration slipped. Her pupils dilated, dark and defenceless, a subtle green shimmer beginning to creep into them.

Grinning wickedly, Chrysalis purred, "Isn't Twilight beautiful, lying naked and exposed like that?"

"Yes, my Queen," Celestia moaned huskily. "I love her pretty tits. I want to taste her pussy so badly."

Chrysalis hiked herself up, lifting her ass into the air and spreading her thighs to expose Twilight's glistening sex beneath her. "Climb up here and start licking out your little student while I break her mind."

"Yes, my Queen! Thank you!" Celestia gasped. Slightly clumsy in her haste, she pushed the dildo deeply into her own sex and squeezed her thighs together to keep it there as she rushed to the end of the bench. Bending over the end of it, her neck arched as she sought to reach Twilight's tender pussy; her huge breasts were flattened beneath her, the chain clips pinching and tugging at her nipples.

Twilight squirmed against the unyielding grip of her chains, trying to wriggle away but completely unable to move. "Princess, you - you have to fight this! She's in your head!"

"No, ssilly little pony," Chrysalis hissed softly, pulsing rings of light sliding over her wide green eyes, "I'm in your head. You always wanted her to fuck you. You wanted to see her big, white tits bare. You want her tongue in your cunt!"

"No, I - I don't-" Twilight protested shakily, her head jerking back as the first brush of Celestia's breath tingled over her dripping pussy.

Slightly muffled, her head between Twilight's spread thighs and beneath Chrysalis's upturned ass, Celestia chided playfully, "I taught you better than to lie to me, my student. After all your sweet words, you claim you do not desire me? I could feel hurt."

"Do you want to hurt your Princess, Twilight?" Chrysalis challenged her.

"Of, of course not, I love her-" stammered Twilight.

"And you want her to fuck you. Truth. You can't deny it. She knows it. I know it. You can't lie. Say it. You want her to fuck you!"

Twilight's hips bucked once, jerkily, as Celestia teased her with another soft, tingling breath over her slick lower lips. She blinked, her face screwing up, as she tried to look away from Chrysalis's eyes. "I - I do want her to - to make love to me, but - but not like this!" Barely had she gasped out the words when a choked yelp broke from her lips. The chains clinked as her muscles tensed, her heavy bonds snapping taut.

Celestia had needed no further invitation. Ecstatic moans of delight escaped her as she lapped up and down her protégé's exposed pussy for the first time, her pink tongue prying and twisting as she exercised skills that - until Chrysalis's arrival - had gone long unused. "Yes, oh yes, I love you, I love you so much," she gasped into Twilight's body.

Even more than the flare of new, overwhelming sensations, those words crashed into Twilight's resistance, cracking and crazing it. Chrysalis could feel the quiver of the young mare's stubborn will as Twilight found it harder and harder to focus on the changeling alone. "You want to fuck her. You need to be fucked by her," Chrysalis hissed forcefully, ramming the message into Twilight's thoughts in her moment of weakness.

"I, I need to be fucked by her," gasped Twilight, her lower lip trembling and her hands squeezing into fists as a wave of pleasurable tension ran through her body.

"Yes. You need to be fucked by Celestia! You need her tongue in your cunt, her mouth on your cute little tits, kissing, licking! You want to touch her body! You need to feel her smooth ass under your hands, suck her tits, taste her cunt! You need to fuck Celestia! You're so horny for her!" Chrysalis insisted, planting her hands on Twilight's breasts and kneading them firmly as she stared into her captive's eyes.

"Nnno..." Twilight managed, shaking her head slightly before another electric thrill of pleasure lanced through her. Her hips jerked, and her lips moved soundlessly for a second, shaping words she was desperately trying not to say.

"Suck her clit, slave," Chrysalis demanded with a glance downwards, then focused on Twilight again. "Say it, you little pony bitch!"

"Yes, my Queen!" gasped Celestia, wriggling upwards a little and shifting the focus of her sensual assault.

"Nnnh," Twilight whimpered, biting her lower lip. Her head jerked back against the padding as her mentor's mouth closed over her sex, and she finally burst out, "I'm so horny for her! I need to suck her nipples and kiss her and fuck, I need her to fuck me, I want her to touch and fuck me!"

"Such depraved words from such an innocent," purred Chrysalis, dark delight in the curve of her smile as she saw the humiliated flush of embarrassment heat Twilight's cheeks. "You can't go on without Celestia's love. You must be with her. You must love her. She must love you."

A kind of desperate confusion swelled from Twilight, her emotions tangled and conflicted. When it came to the idea of loving and being with Celestia, she simply couldn't bring herself to focus the kind of sharp-edged denial necessary to overcome Chrysalis's insinuating magic. The young mare's hips bucked again, and she gasped unwillingly, "I can't go on without Celestia's love, I have to be with her!"

"Yes! Oh, Twilight, yes," gasped Celestia as she lapped and sucked at Twilight's clit, two fingers sliding into the captive mare's pussy. "Love me the way I love you!"

Chrysalis pinched Twilight's nipples between her claw-tipped fingers, delighting in every whimper and moan she urged from her hated enemy. "You know she didn't want you," she purred. "Not like this. Not before I got into her head."

Twilight stiffened, but the wave of reflexive denial was too weak, too half-hearted, to stop the idea implanting itself in the darkness behind her wide, subtly glazed eyes. "No, I-" she protested, then hesitated as she ran out of words.

"She didn't want your body. She would never have fucked you," reinforced Chrysalis. She knew Celestia didn't believe that, but Celestia wasn't going to contradict her, no matter what she said. Anything incompatible with the Princess's brainwashing was just dismissed as lies intended to break Twilight's will. And as for Twilight... the young mare couldn't resist the concept when for years and years, in her secret heart, she'd been afraid of that. The things a pony wanted most, the things a pony feared most; they were the keys to breaking even the strongest will. With a sneer, she added, "You were a mere foal to her."

"She - she didn't want me-" faltered Twilight, her nails digging into her palms as she struggled to hold on. "No! You - she said she wanted to see me naked! She... she wants to see me hypnotised..." Her voice faded out as she heard herself, trapped between two unacceptable choices, unable to find stable ground.

"You can't think, Twilight," Celestia moaned into her student's bared sex, her voice breathy, "Listen to my voice. You can trust me. You can't think. You can't resist."

"You need her," taunted Chrysalis, "but you can't have her. She would never be with you. Unless you let me in. Be with her. Be like her. Be a happy, horny, hypnotised fuckdoll. Fuck each other. Love each other. Submit. Serve."

"Be with me," Celestia begged, her fingers thrusting and curling within Twilight's cunt. "Let her take you. I want you to be my sister-slut. You can't fight it. You can't resist. Slave. I am a slave. You are a slave."

Sweat beaded on Twilight's forehead, her blinks quick and spasmodic, lips parted in a series of soundless moans and gasps. A quiver ran through her body, her nipples as hard as little stone beads, hot red-pink colouring her skin a deeper purple.

Chrysalis leant down and let her nose brush Twilight's, her eyes filling the other pony's world. "I am in your mind. Say it."

Swallowing roughly, Twilight panted, "You are... in my mind."

"You can't look away."

"I, nnnngh, I can't look away," Twilight gasped, finding the undeniable truth impossible to resist.

"You can't think straight anymore," gloated Chrysalis, lowering her upper body and letting her heavy black tits settle against Twilight's more modest chest.

"I, I can't-" the captive mare stammered.

"You can't think."

Twilight's face screwed up in denial, then another quivering shock racked her as her beloved mentor's tongue lashed over her clit. Before she could control herself, the words had escaped her, falling from her lips even as they settled into her mind. "I can't think."

"It feels sso good," hissed Chrysalis, with a leisurely, heavy sensuality. "You love Celestia's tongue on your cunt."

"It feels so good," agreed Twilight helplessly, a jerky little half-nod making her head quiver.

"You can't fight me, stupid little pony. You can't resist."

"I… no, I… I can't… resist…"

"You can't resist me."

"I… can't resist you."

"You can't resist."

"I can't resist," repeated Twilight, a dizzy, far-away tone creeping into her words.

"Your mind is under my control!"

"My mind is… under… your control…" Twilight recited hesitantly, each half-formed attempt at holding onto her own thoughts broken and shattered by the waves of pleasure wracking her dazed, chained-down form.

"You are hypnotised!"

"I am… hypnotised," Twilight sighed, in helpless surrender.

"Oh fuck," gasped Celestia, reaching under herself to grab at the dildo buried between her legs. Roughly pumping it in and out of herself in time with her urgent fingering of her student's exposed pussy, she panted, "Please, please more, my Queen, please fuck her mind!"

Chrysalis laughed; a hissing, throaty laugh filled with satiated cruelty. Lowering her hips, she shifted to find the pure spire of Celestia's horn and began grinding her cunt against it, feeling the subtle spiralling ridges against her tender, dripping-wet sex. Her hard nipples slid and stroked against Twilight's tits. "You can help condition the worthless little cunt. A Queen rewards those drones that have done her will so flawlessly."

A sharp whine of urgent arousal escaped Celestia's lips, shiny and wet with Twilight's juices. Rocking her head slowly back and forth against her owner's cunt, Celestia panted raggedly, "Twilight, you know who I am. I've always been there for you. I've trained you since you were a foal. You trust me, don't you?"

"I trust you," Twilight breathed, blank-eyed, with absolute sincerity.

"Stop resisting," Celestia demanded urgently, shuddering as the wet sounds of the dildo ramming in and out of her own pussy reached her ears. "Let Chrysalis twist your mind any way she wants!"

Chrysalis saw the spasm of denial that flashed over Twilight's features at that instruction, and she grinned a sharp-toothed smile. Some things even Celestia's voice couldn't make sound plausible, and one of them was surrendering willingly to the Changeling Queen. And it didn't matter one bit. Twilight was already too far gone to escape. All she needed was one final push.

"Celestia is stronger than you," Chrysalis breathed into Twilight's ear, leisurely rubbing her body against her smaller captive and taking in deep, slow breaths as she felt Celestia's horn sliding up and down against the entrance to her cunt. "She's older, wiser, smarter, stronger, more powerful… better than you."

"Yes, she's better than me," whispered Twilight. There was no resistance to that concept.

"And she couldn't resist me," hissed Chrysalis. "Tell her, you brainwashed slave bitch. Tell her what I've turned you into!"

A shudder of delirious joy in her voice, Celestia replied urgently, "I'm Chrysalis's horny, desperate slave cunt, Twilight. I live to crawl before her, I live to lick her hooves. She's the hottest, most arousing creature in all the worlds. I love obeying her, it makes me so wet! I want her to fuck me, over and over, I want to pleasure her any way she desires. I want her to use my big, fuckable tits and fat ass and dripping cunt any way she wants, I love eating her pussy, I love riding her cock!" Her eyes were halfway rolled up, her body quivering as she rubbed the back of her slim horn against her owner's slick pussy. "I live to be her bitch!"

Letting the words hang in the air, Chrysalis sneered with hungry satisfaction, then hammered home, "Celestia is my utterly broken slave. Say it!"

Once, those words would have provoked such a violent denial that no spell could have held Twilight's mind. But after that recital, after all she'd seen... a weak flare of refusal flickered through the dulled emotions emanating from the young pony, then sputtered out. "Celestia is your utterly broken slave," Twilight replied softly, without denial.

"And if she is stronger than you, and I've reduced her to this..." Chrysalis purred. "You think you're a ssmart pony, Sparkle. Tell me what that means."

There was a silent pause. Again, hints of deeply muted emotions churned beneath the surface of Twilight's mind, but they couldn't withstand the sheer, simple logic of Chrysalis's words. "I can't resist you," Twilight concluded, the last traces of expression fading from her face, her voice calmly flat. "I will be made into whatever you desire."

Chrysalis's juices spilled down Celestia's horn, dripping across the diarch's flushed, dazed face. Celestia's tongue lapped with hungry urgency at the spot where her fingers slid in and out of Twilight's cunt, her hips jerking as she frantically fucked herself with her free hand. Muffled noises of agreement and encouragement grew louder and louder as her own orgasm neared.

The Changeling Queen bit at Twilight's ear. "Maybe you are smarter than you seem... if I decide that you will be a cheap, easy slut... what will you become?"

Green light danced in Twilight's wide, dilated eyes like an intangible flame. "I will be a cheap, easy slut," she recited blankly.

Ignoring Celestia's heavy gasp of pleasure, Chrysalis flicked her tongue over Twilight's ear again. "Details, you ignorant little cunt," she hissed.

"I will be a slut," Twilight repeated without hesitation. "I will wear clothes that expose my breasts and sex. I will be sexually promiscuous. I will be easily bedded."

"...I can't believe you defeated me," Chrysalis snorted in amused disgust. "Talk like a cheap whore, and try again."

Her lips parted, Twilight quivered subtly, her cheeks flushed, mindless arousal thrumming through her body. Her hips rocking against her mentor's mouth, her nipples hard as rocks, she spoke in a breathier, more intimate voice. "If you decide to make me a cheap, easy slut, I'll wear the sluttiest clothing I can find. I'll show off my titties and hot pussy to anypony that passes by, flip up my skirt and let them pound my tight, unused holes."

A trembling moan of disbelieving arousal met Twilight's pronouncement. "Please may I have permission to cum?!" Celestia gasped urgently, shaking as she thrust the dildo in and out of her own pussy, hips jerkily humping back against her hand.

"No," Chrysalis replied with a sneer, rubbing her dripping sex slowly up and down Celestia's slick horn and imagining the desperation on her old enemy's face. "Don't you dare orgasm until I'm finished remaking this pathetic cunt. Keep yourself at the edge."

"Y-Yes, my Queen!" Celestia whimpered beneath her.

Turning her attention back to Twilight's flushed, vacant face, Chrysalis's thick black lips curved into a hungry, predatory smile. "If I can make Celestia into this, I can make you into anything I want."

"You can make me into anything you want. I cannot resist," Twilight echoed, her words interrupted by little pauses and sighs of thoughtless pleasure.

There were so many ways to remake the wretched pony who had caused her so much trouble. So many that Chrysalis actually went silent for a few moments, satisfying herself by grinding her body against Twilight and Celestia as she made up her mind. In the end, though, one thought won out above all others.

"Imagine the pure, utter loyalty to their Queen that a drone must feel, Sparkle," she hissed. "The Queen's pleasure, her desires, her commands, her purpose above all else. That is what Celestia feels. That is what you feel. You are mine! I am your Queen!"

Twilight's eyelids flickered, her slack lips moving slightly as the commands slammed into her yielding, wide-open mind. Her voice slow and far-away, yet carrying a new, undeniable sincerity, she breathed, "I am loyal to you above all else. I live for your pleasure, to carry out your desires and obey your commands. You are my Queen."

Chrysalis felt the helpless shudder of arousal rock Celestia's body beneath her, and grinned savagely. Twilight was broken. Lustfully, Chrysalis hissed, "You love knowing that I've corrupted your mind, corrupted your beloved Princess. It makes you so fucking wet. You love being my brainwashed slave. You're a slut for me, constantly horny, always eager to offer up your - what was it?" the changeling asked rhetorically, then went on forcefully, "-your tight, unused holes."

"Yes, my Queen," Twilight breathed. "I am your horny slut. I am eager to offer my body to you. I love knowing you have fucked my mind. It turns me on so much."

"And you'll help me do the same to all your friends," Chrysalis told her, as much a demand as an instruction.

"I-" Twilight began, then hesitated, her lips twisting.

"Celestia betrayed you," Chrysalis hissed sharply. "I made her do that! You were the last pony in the world she would have betrayed, and she did it because I made her! You cannot resist me!"

"...yes," the blank-eyed pony agreed slowly. Certainty filtered back into her voice as she concluded, "Yes, my Queen. You can make me betray anypony you desire."

"You live to carry out my will! You are so horny, you are dripping at the thought of betraying your feeble friends to become my brainwashed drones!"

Twilight's back arched, her lips quivering. With a little gasp, she echoed, "I live to carry out your commands, my Queen, I will help you brainwash my friends. It makes me hot and wet to betray my friends!"

"You worship me. I have beaten you, beaten your bitch-slut Princess, and you know it is fit and right that you are forfeit to me, heart and soul, for losing." Chrysalis thrust her hips downwards, gasping hotly as she felt Celestia's horn slide deeply into her slick cunt, residual magic tingling along its length.

"I worship my Queen, you defeated me, you broke both of us..." Twilight moaned thoughtlessly, twitching and jerking against her restraints as her body reacted to the onslaught of her mentor's fingers and tongue.

From beneath Chrysalis, Celestia's voice whined, pleading, "My - my Queen! Please! Please! I need to - I need to!"

With a sneer, Chrysalis licked a wet trail up Twilight's flushed, blankly unemotional face. "You want to cum now, do you bitch?"

"Yes! Yes, yes, please, I'll - I'll go crazy, I can't hold back, please-" Celestia whimpered desperately.

"You don't want to save this little pony from me? You still could," Chrysalis taunted. It was even more or less true. If Celestia struck now, struck hard, and if she freed Twilight as well… the two of them together were more than she could deal with.

"Never! I love this! I want more!" Celestia gasped raggedly, unable to stop fucking herself with the dildo in her free hand. "I want this for the rest of my life! For eternity!"

"Twilight," Chrysalis breathed, the word sounding like a curse on her lips. "You know what you are. You know who I am. Everything is clear now. Wake up and obey!" Her intricately curved, twisted black horn pressed against Twilight's, and a shock of energy flashed down it. Twilight's whole body convulsed with the impact, arching off the bed as her eyes slammed open wide.

"Haa… haaaah… haaah…" Twilight panted raggedly, her body quivering with aftershocks, too overloaded to think. Then, with a sudden rush of awareness, her large eyes snapped into focus, and she looked straight up at Chrysalis, her expression unreadable.

For just an instant, the changeling felt a moment of disquiet.

A strange look came over Twilight's face. Her eyes grew heavy-lidded, her lips parting, her already flushed cheeks darkening to a deep reddish purple. Her breaths grew shallow and rapid. Then, reverentially, she breathed, "My Queen..."

Chrysalis's black lips parted, baring her gleaming fangs, and she sucked in a sudden, sharp breath. This was the moment. "You are my property, Sparkle bitch," she hissed forcefully.

Cheeks hot with embarrassment, Twilight shuddered delightfully. "Yes!" she moaned. "I - I'm so totally under your control! My virgin pussy and hot little mouth are ready to be trained by your, your c-cock, my Queen!"

Before Chrysalis could even react to her new thrall's words, a wailing moan of urgent near-despair escaped Celestia's mouth, muffled by Twilight's body. Rolling her eyes, Chrysalis jerked her hips, feeling the ridges of Celestia's horn shift within her, and commanded impatiently, "Just cum, you fat-assed whore."

Celestia's agonising cry of release rang off the walls, her body jerking violently enough to make the whole bench shudder and rock. Broken, half-formed words of praise and gratitude were lost under quivering moans and panted, heavy breaths as she struggled to stay conscious.

Twilight twisted in her bonds, trying to get a better view of her convulsing mentor, then gave up the effort and looked up at her new owner with brainwashed worshipfulness. "I can't believe I get to hear Princess Celestia cumming like a little bitch at your command, my Queen! That's so... I can't believe I get to hear Celestia cum at all. I never imagined..." Her voice trailed off huskily, her body squirming against the grip of her cuffs. Chains clinked and rattled. "I'm so horny," she breathed.

It wasn't as though Chrysalis needed to be told. With the smothering blanket of trance removed, Twilight was burning brightly with emotion, radiating arousal and eager obsession like a beacon. Not as sweet, not as satisfying as true love freely given, but with its own sharp tang. Something to be savoured. On a whim, Chrysalis twisted one of Twilight's tight, stiff nipples, and the pony beneath her jerked with a flare of adoring lust out of all proportion to the mere touch.

As was appropriate. As all ponies should, when given the blessing of her royal touch.

"You're a smart pony, Sparkle," Chrysalis breathed, savagely condescending. "I want to know if there iss even a flicker of resistance in my new drone. Obey me!"

"Not even - not even a flicker!" Twilight panted at once, shaking her head. "You broke Celestia. You converted the smartest, wisest, strongest pony in the world into your totally loyal obedient slut! I can't believe it, even when she's fingering and licking me out at your command! I never stood a chance," Twilight went on with total conviction, her eyes fever-bright as they gazed up at Chrysalis. "You could make me into anything you want! You can make me betray and fuck anypony you want, and it makes me so hot to know that! Making me really aroused by my own conditioning was very clever, you're really cunning, my Queen. I love being your slutty drone!"

Chrysalis's green eyes narrowed, almost hostile in her savage joy. "Do you want to be released from your chains?" she challenged the prone pony.

"Only if it pleases you!" Twilight replied at once, with shuddering eagerness. "I would love to offer my virgin holes to your glorious cock or to eat your perfect cunt, I, I'm sure I could learn to please you very quickly! I'm a quick learner! I want to run my unworthy tongue over every inch of your incredible body, my Queen, I want to play with your huge tits so badly, but - but if you like having my body splayed out helplessly for you to use as you please, I beg you to use me any way you desire! I am your pleasure drone! My body is yours!"

"Finally you know your place..." Chrysalis purred with poisonous delight. Pushing herself upwards, she pulled free of Celestia's horn with a small gasp, then slid off the elevated table and stood over the pair of enslaved ponies; Twilight bound helplessly spreadeagle, panting and quivering, while Celestia lay bent over the end of the platform, tits crushed beneath her, ass in the air. The two ponies she hated most in all the world, needing only the pathetic pink Princess to make the trio of her greatest enemies complete.

Her turn would come. Luna's, too. Soon. But for now...

Chrysalis gestured at Celestia imperiously with her horn. "Get up, you fat-assed cunt. Unlock her chains. Leave the cuffs and collar on her. I want both of you mewling sluts on your knees before me."

Sucking in a sharp breath, Celestia gasped, "Yes, my Queen! Your fat-assed cunt obeys!" Pushing herself upright with trembling arms, she managed to straighten. One of her nipple chains had come loose from her breast as she ground against the bench; hefting her breast with one hand, she rubbed her reddened nipple, then gasped as she clipped the end of the chain back onto it. Staggering, she circled around the platform, unlocking each chain from the white cuffs that Twilight wore.

Twilight flexed her legs as they came free, her breathing growing harsher at the rush of pins and needles. With a hot flush on her face, she panted, "Oh, Princess, I love seeing how horny it makes you when our Queen abuses and insults you. You're so brainwashed and broken, I love it! I'm so, so wet!"

Leaning over the bed, Celestia reached around Twilight's neck to carefully undo the chain attached to the back of the collar. Impulsively, seemingly unable to stop herself, she kissed Twilight hard, tongue plunging into the younger mare's mouth, and only broke away when the chain came loose in her hands. Squeezing her thighs together to hold the dildo inside her, she answered raggedly, "My mind is melting out of my slavecunt, Twilight, I've been picturing seeing you hypnotised into an eager slut for so many years, and it's happening!"

Reaching up, Twilight grabbed a handful of her mentor's floating mane and pulled her back down for another quick, hard kiss, then rolled off the elevated platform to hit the ground on all fours. Nude but for her stockings, her exposed body accentuated by the white cuffs, binders and collar, the magic-blocking ring still gleaming around her horn, Twilight crawled towards the incredible figure of her personal Goddess. "My Queen, my Queen, please! Use this slutty pleasure drone!" she begged as she fell into a kneel, bare tits thrust outwards.

Celestia dropped to her knees beside her former pupil, though it was more true to say that she simply let her wobbly legs give way, and bowed her head submissively. Back arched to show off her massive breasts suspended on their chains, her gaze flicking from the pony beside her to the changeling towering over them both, she whimpered, "Fuck us! Abuse us, force your depraved bitches to pleasure your superior body!"

"Shut your mouth, you stupid whore," Chrysalis told Celestia sharply, then gave a cruel, predatory smile. "You do not tell your Queen what to do. You beg, like the unworthy mammal filth that you are! Understand?"

Instantly bowing down, Celestia pressed her face to the floor and begged indistinctly, "Please forgive this stupid mammal cunt, my Queen!"

Twilight shivered with arousal, her eyes bright. Licking her lips, she breathed huskily, "I'm an unworthy drone - we both are! - but please forgive our desperation to be abused, and use our bodies for your pleasure!"

Chrysalis narrowed her eyes, looking down with a sneer at the two alicorns. Even now, the two of them could barely keep their hands off each other, and here the little Sparkle bitch was, trying to cover for Celestia. Still... strip away the impertinence, and they were begging for exactly what she intended to give them.

"Look at me," Chrysalis ordered brusquely. Celestia lifted her head, her gaze joining Twilight's obsessive stare, and as one, the two leaned forward slightly as the changeling's fingers stroked over her glistening pussy. Her flesh reshaping itself under her touch, the tender folds inverted, forming a growing, thickening shaft that stood out proudly from Chrysalis's body even as it stiffened to full hardness. Wrapping her fingers around it, Chrysalis squeezed, feeling the first shiver of that special pleasure work its way up her spine, then began slowly pumping her hand up and down its length as her other hand cradled her newly-formed balls.

A deep, needy moan escaped Celestia's parted lips, her cheeks hot, her eyes heavy-lidded, her face filled with dazed, lustful yearning. Her tongue moistened her pink lips, and she swayed forward, as if drawn magnetically to the changeling's obscene body. "Please, please-!" she panted.

Under any other circumstance, almost nothing could have shifted the Princess's obsessive focus. Nonetheless, a little whimper of disbelief drew Celestia's gaze away from her Queen's thick, heavy cock, and to the kneeling mare beside her.

Twilight stared at Chrysalis's body, her breathing fast and shallow. "I - I've never seen one like this before! Are they always this big? I - what can you do with a thing like that? What do I do?"

"You pathetic little slut," Chrysalis purred, shaking her head with a flare of possessive amusement. "Are you pretending you've never even seen a hard cock before?" Her hand sliding up and down her heavy shaft, she added huskily, "You will worship my cock, you will live to be fucked by it."

"I - I'm sorry, my Queen, I've never... it's so beautiful..." Twilight whispered, "I'll be a slut for your cock, I swear, I can't help myself..."

Celestia's hand settled on Twilight's shoulder. Looking up at Chrysalis, the heavy-breasted Princess asked with unmistakable yearning, "Please, my Queen, may I teach this inexperienced slave how to pleasure your divine cock?"

What a beautiful blasphemy of their relationship. "Teach her," commanded Chrysalis in a hiss. "Show her how an experienced whore like you pleasures her Queen." Releasing her cock, Chrysalis cradled her tits in both hands and began lazily pulling and tugging on her own thick, stiff nipples.

"Thank you! Thank you, my Queen, thank you for giving me this, I've wanted it for so long!" Celestia replied in a rush, then bit her lower lip and turned to Twilight. "Very well, my hypnotised whore-student," she began, a tremble of lust in her voice, "I want you to wrap your hand around as much of our Queen's glorious cock as you can manage, at the base. Then begin rubbing your hand up and down it, the way our Queen was doing."

Twilight gave a quick, jerky nod, then reached up and curled her slim fingers slowly around the girth of Chrysalis's shaft. "It's warm," she breathed. "And so... smooth. Not - it's hard, but it's like velvet, it's so nice under my fingers..."

"Grip harder," Celestia told her, then repeated, "Harder. Very good. Faster. Faster- there. That's just how our Queen likes it. Very good, Twilight. If you apply yourself the way you always do when you're learning something new, you'll be a well-trained cock-worshipping slut in no time."

Twilight's eyelids fluttered as she looked up yearningly at Chrysalis, and she murmured, red-faced, "I want to be your cheap, easy whore, my Queen. I love this, I love knowing you've forced me to want this... I am your utterly loyal fuckdrone!"

"Enough praise," Chrysalis hissed, a hot, delicious scorn tingling through her. "Put your mouth to better use, you worthless little slut!"

Immediately understanding, Celestia urged her pupil, "Do as I do, Twilight." Leaning in, she ran her tongue up the side of Chrysalis's smooth, velvety cock, licking and slurping without grace or dignity. With inexperienced eagerness, Twilight mirrored her as best she could, lapping and licking up the shaft, then down again to take one of her Queen's balls into her mouth and sucking gently as Celestia did the same. The enslaved mares groaned and whimpered, lust and desperation in their wide eyes as they met each other's gaze, hips squirming and cunts dripping with programmed arousal.

Celestia broke away first, panting raggedly. "Keep licking her magnificent cock, Twilight. Show her you love and adore her cock more than anything. Rub your cheeks against it, get her precum smeared all over your face. Let her mark you as her bitch."

"Yes, yes, I'm her bitch, we're her bitches," moaned Twilight, rubbing and nuzzling her face against the changeling's heavy shaft. The young mare's skin glistened with a mixture of precum and their saliva, her hand still steadily pumping up and down her Queen's cock. "I'm so turned on!" she gasped, then yelped as Celestia seized the back of her head and forcibly shoved her mouth down over the tip of Chrysalis's cock.

A sharp exhalation hissed between Chrysalis's teeth, her eyes half-closing. No stiff-bodied mammal could ever understand how sensitive a changeling's body could be when they wished it to be, and Twilight's mouth was soft and hot... Chrysalis's hips jerked, pushing the tip of her cock further between her slave's lips, stretching them into an obscene 'O'.

Celestia whimpered a sound that was halfway between a moan and a giggle. "If you have time to talk, you have time to take our Queen's cock in your mouth. Keep your jaw open wide. Don't let your teeth graze her, or she'll punish you. Oh, how she'll punish you... breathe through your nose, take a few deep breaths, then push down." Celestia's hand pressed at the back of Twilight's neck, forcing her pupil's head further down Chrysalis's shaft.

Twilight whined, her body wracked with shudders, her eyelids flickering as she shakily bobbed her head up and down the upper portion of the massive ebony cock that she was worshipping. So focused on what she was doing with her mouth, she forgot to keep moving her hand; Celestia's fingers wrapped around hers and urged her back into stroking firmly up and down Chrysalis's length. The changeling Queen jerked her hips, forcing another inch into Twilight's mouth, and the young pony began to choke and gag, struggling to catch her breath. Drool ran down her lower lip, wetting her chin and dripping onto her heaving tits.

Celestia watched avidly, her breath short and fast, whispering, "Yes, that's it. Suck her cock, take it deep! Choke on it! Use your tongue! You're a changeling's bitch, Twilight, this is what you're meant for!" Swallowing, she looked up at Chrysalis and added more pleadingly, "May I please show my pupil how to properly service your glorious cock, my Queen?"

With a sharp jerk, Chrysalis pulled her dripping cock free from Twilight's mouth, leaving the young mare to drop to all fours, choking for breath. "Show her," Chrysalis commanded, adding with cruel condescension, "She will watch you suck as many cocks as it takes for her to learn to please me!"

Wrapping both hands around her Queen's shaft, Celestia adopted a husky, lust-infused lecturing tone, and said, "You must learn to teleport air in and out of your lungs. Inhale as it arrives, exhale as it leaves. It will take a lot of practice to get right. It will take work to suppress your gag reflex as well." Parting her soft pink lips, Celestia slid the head of Chrysalis's cock into her mouth and began bobbing slowly up and down, her tongue swirling over the shaft.

Coughing, Twilight pushed herself up and broke in urgently, "I'll practice! I'll do anything to be a better slut for my Queen!" With a shaky hand, she wiped some of the drool from her lips, her skin shiny with saliva and precum.

Letting the tip of Chrysalis's cock slip from her lips, Celestia breathed, "That's very good. And if you master those techniques, you can turn your mouth into a wet, fuckable cunt for your Queen. Like this." Tilting her head back and pulling Chrysalis's shaft down to rest against her lips, Celestia slowly leant forward, inch after inch of the changeling's heavy cock sliding into her eager mouth. Her eyes rolled back as a visible bump made its way down her smooth, milk-white throat, deeper and deeper until her plump, glossy lips kissed the base of it.

"Oh, oh my gosh - oh fuck, that's so hot," Twilight whimpered. "My perfect Princess, turned into a brainless cocksheath. P-Please, fuck her, my Queen! May I touch her?" she begged, looking up pleadingly at Chrysalis.

The changeling's hand lashed out with rattlesnake speed, seizing hold of Celestia's horn. A cold smile on her lips that belied the searing pleasure she felt, Chrysalis purred, "Do as you please to my brainless slut. Burn it into your mind that only I can give you this!" Her luminous green gaze met Celestia's unfocused, subtly glazed pink eyes, and with a snarl of pleasure, Chrysalis abandoned all restraint. Her hips thrust back and forth roughly, her hand jerking Celestia's head up and down against the length of her cock, fucking the Royal Princess's throat with savage urgency.

"Thank you, thank you," Twilight gasped, crawling closer. Her hands shaking, she pressed up against Celestia's back and reached around to grab her heavy white tits, fondling and slapping them roughly, making them bounce on their chains and tug at her clamped nipples. "Oh fuck, yes, moan for our Queen, Princess! I want to see her fuck your every hole! I want to see her slam that huge dick into your ass and prove to me over and over that she broke you, that there's nothing left but her totally devoted slave-slut! Then I - then I want her to do it to me!"

Twilight's hand slid down to Celestia's dripping cunt, grasping the base of the dildo and sliding it in and out a few times, before abruptly pulling it free and letting the slick toy drop to the floor. Instead, Twilight thrust two of her fingers into her beloved mentor's pussy, groaning urgently, "I'm her mindfucked slave-cunt too! I want to prove it!"

Celestia's horn shimmered as she pushed her body closer to Chrysalis, her hips shakily humping against Twilight's fingers. Her eyes rolled back, delirious with the overwhelming sensation she was being forced to endure, barely conscious enough to keep channelling the air spell. The changeling's cock thrust in and out of the diarch's eagerly welcoming mouth, the bulge visibly sliding up and down her smooth throat as Chrysalis fucked her mercilessly.

Shuddering with lust, Chrysalis grabbed both sides of her slave's head, pulling her down harder against her throbbing cock. "Suck it, you brainless whore! Worship me!" she snarled. The hot, wet tightness of her old enemy's throat was almost unbearable; it was growing hard to think, hard to concentrate on anything other than how good she felt. Nonetheless, her half-closed eyes opened a little wider when her newest slave-bitch, Sparkle, let go of Celestia's tits long enough to gesture at her own horn ring, then at the elder alicorn's glowing horn in turn.

Chrysalis almost laughed at the pony's impudent idea, but that would have spoiled the surprise. She signalled her approval with a brief nod, and watched with savage amusement as Twilight let go of Celestia's breast, carefully removed the magic-nullifying ring from her own horn, and neatly slid it over her mentor's.

The ring activated instantly. Celestia choked, her eyes slamming open, trying to gag as the flow of air to her lungs was suddenly cut off. Her throat squeezed down on Chrysalis's cock deliciously as the alicorn instinctively struggled to breathe.

"Much better," Chrysalis praised Twilight, smiling darkly at the giddy look of delight that overtook the young mare's face. "Don't stop fingering your slut Princess!" Seizing handfuls of Celestia's floating, ethereal mane, Chrysalis yanked the struggling slave's head further down against her cock, thrusting into her soft mouth and feeling shudders of painfully intense pleasure wrack her own body as Celestia grabbed helplessly at her owner's thighs. The need, the urgency of her desire to cum flared like a crimson-edged flower within Chrysalis, but she forced her body to obey her will, holding back for another moment, and another-

The Princess's struggles were weakening. Panting loudly, her viciously sharp teeth bared, Chrysalis demanded in a savage hiss, "Open your mouth and put your face beside hers, Sparkle slut!" It was all she could do to hold herself back long enough to even finish the sentence. Finally releasing her rigid self-control, Chrysalis let her orgasm crash over her with aggressively violent force, her cock swelling as it pumped a flood of amber cum directly down Celestia's throat. Howling an alien cry of pleasure and utter triumph, the changeling pulled back sharply, spraying the last of her cum over the faces of the kneeling ponies.

Shuddering, her immaculate makeup ruined, her mascara running from her damp eyes, sticky droplets of changeling cum dripping down her noble face and soft pink lips, Celestia croaked, "Thank you f-for honouring your unworthy whore's body with your glorious seed, my Queen."

Making a show of swallowing the cum that had landed in her open mouth, wiping splatters from her skin and licking them off her fingers, Twilight panted, "I love the taste of your cum, my Queen, I'll be your loyal cumslut, I promise!" Turning her head, she began lapping at Celestia's cheek and the corner of her lips, licking up every trace of the changeling's pleasure while her other hand kept working busily in her mentor's pussy. "You're so wet, I can't believe it," Twilight moaned, shaking her head slightly. "I never would have believed it..."

"But you do believe it," Chrysalis reinforced, an obsidian edge of sharp hardness to her words. Twilight wasn't wearing a nullifier anymore. She couldn't be allowed to lose focus.

Her head jerking upwards, Twilight hurriedly agreed, "Yes! Yes, my Queen! I do, I..." she trailed off as her gaze settled on Celestia again, sliding another finger into the older mare's pussy to fuck her with more urgency, and she resumed in a lower, huskier register, "I really do believe that you have completely broken my Princess. I can feel her pussy spasm around my fingers every time she insults herself. Every time I insult myself. She's really getting off on seeing me as your brainwashed fuckpuppet, and I love that, it makes me so wet. I believe it utterly. She is your totally conditioned slavebitch, and so am I. You can make horny fuckdrones out of anypony. And I..." Twilight's body jerked in programmed pleasure, her stiff-nippled tits bouncing, and she finished in a gasp, "I'll help you! I love being forced to betray my friends!"

Rubbing a hand over her eyes to clear them, her heavy breasts rising and falling with her shuddering breaths, Celestia nodded urgently. "Oh, Twilight, it feels so good to see you naked before our Queen, pledging your, mmhn! Your total obedience! I've wanted to see my innocent pupil turned into a desperate slut for so, so long!" Her hips jerked, and she whimpered aloud, "Please, keep fingering my whore cunt, Twilight, I want you to know what a horny bitch I am."

"I'll never doubt it again," Twilight breathed, pushing her body against Celestia's and giving a sharp jerk to the other mare's tail that made her whimper again. "I want to watch our Queen fuck your brains out, Princess, I want her to prove to me over and over what she's turned you into. I - I want to see her do it to Princess Luna, too! Oh, stars above, I want to see you both fighting to suck her cock, and pushing your asses into the air side by side for her to abuse!"

Celestia's expression shifted, a sudden element of uncertainty clouding her lust. "Luna? But…"

A flash of annoyance narrowed Chrysalis's eyes. Jerking Celestia's head back by the horn to look up at her, she snapped, "Focus on your Queen's pleasure, you stupid, fat-assed cunt!"

"Ahhh! Y-Yes, my Queen!" Celestia gasped, then convulsed with a shattering wail of release, her cunt pulsing and squeezing around Twilight's fingers. Sweat, saliva and stray droplets of cum made her skin slick and shiny, her tiny, degrading crotchless panties and cupless bra sticking to her body as though glued there. Swaying dizzily, she slumped forward, catching herself with both hands.

Twilight's lips stayed parted in sheer disbelief for a moment, then she slid her fingers free from Celestia's pussy and pushed them against the Princess's mouth for her to lick clean. In tones of scandalised delight, she breathed, "Did you just cum from our Queen insulting you?"

Her cheeks stained by her hot, reddened blush, Celestia nodded shamefacedly, softly sucking on each of Twilight's fingers in turn as she cleaned them thoroughly with her tongue.

Blazing arousal, embarrassment, humiliation, joy, delight... the emotions radiating from the ponies kneeling before her were radiantly clear, without a shred of resistance or self-restraint. Chrysalis gave Celestia's horn a mockingly affectionate caress, then turned her cruel green gaze towards Twilight. "Thiss incompetent slut is too easily distracted. I will show you how to offer yourself to your Queen personally."

"Oh, please! Please, my Queen, teach me!" begged Twilight. "Your eager slut is so desperate to serve you!"

"Thiss way." Chrysalis's hand lashed out and seized a handful of the young mare's mane. With casual viciousness, she yanked Twilight off-balance and strode towards the door, leaving Twilight struggling onto all fours and scrabbling after her. Each gasp and yelp of pain was music to the changeling's ears. Behind them, made clumsy by the wobbliness of her limbs, Celestia crawled in their wake, panting softly.

Without the warmth of the fire, the corridor was cooler. It was also quite, quite empty; the royal apartments were totally barren of guards. Until enough drones had been moved in to cover a complete set of shifts, it was easier to simply keep all of Celestia's supposed protectors outside. Kicking open the door to Celestia's bedroom, Chrysalis all-but threw Twilight across the threshold.

Sprawling onto her back, shaking her head dizzily, Twilight looked up at her. Green light shimmered in the mare's innocent eyes as she breathed, "I - thank you, my Queen! This fuckdrone is yours to abuse!"

"Mine to break," Chrysalis purred, running a hand up and down the length of her heavy cock. "On the bed, you whimpering slut!"

Twilight's eyes widened, and she hurriedly fumbled her way onto the heavy four-poster bed, half-climbing, half-crawling. Twisting onto her back once more, she trembled from head to hoof, then slowly spread her legs wide to expose her lightly-furred pussy. Droplets of wetness gleamed on her skin, her inner thighs smeared slick with the evidence of her arousal. Sucking in quick, rapid breaths, she asked in a shivery voice, "Are you - are you going to fuck me now?"

Chrysalis didn't even bother to answer. Gripping Twilight's thighs, she spread them wider with unnatural strength, pulling the smaller mare closer to the edge of the bed, then gripped her heavy cock in one hand. "Anything to say before I take this little bitch's cunt for the first time?" she demanded of Celestia with a sneer, as she rubbed the tip of her shaft slowly up and down the cleft of Twilight's pussy. "Are you going to do anything?"

Falling into a kneel beside the bed, Celestia hefted her breasts in both hands, tugging and twisting the clamps on her nipples as she watched with hungry anticipation. Biting her lower lip, her eyes half-closed, her whole expression hazed with lust, she panted, "Please do it! Take my slutty student's holes, all of them! Train her to be your mindless cocksleeve, my Queen!"

An electric shudder of anticipation chased up Chrysalis's spine, her ragged wings flaring. Seizing Twilight's hips again in an iron grip, she slowly, inch by inch, forced her thick cock into the virgin cunt of the pony who had once defeated her.

"Ahhh! Nnnh, I... haah, I... ooohffuck..." Twilight whimpered incoherently, back arching, her hands clawing at the bed sheets. "Oh fuck, oh please," she begged, small jerks thrumming through her body. "F-Fuck me! I exist - I exist for you t-to fuck and use!"

Chrysalis's thick black lips curled back from her teeth, and with a sharp jerk, she yanked Twilight towards her, burying her cock to the hilt in the smaller mare's tender cunt. The heat, the tightness, was almost unbearable, squeezing her cock with every shudder of Twilight's body. It was so good, it was so good! The triumph, the pleasure, the conquest! "Mine! Mine forever!" Chrysalis snarled.

"Y-Yes! You're, you're fucking your brainwashing into me, fucking my mind," Twilight gasped ecstatically, sweat glistening on her skin, shuddering with awe and worship. Her modest tits bounced with every thrust. "Oh, stars above, I'm so honoured to feel your perfect cock in my slutty unused cunt, my Queen! I'm f-falling in love with being fucked! My- My dildo will never be enough for me again!"

Celestia moaned helplessly, pushing herself to her hooves to get a better view, and rubbing her body against one of the bedposts as she urgently fingered herself. Her heavy tits parted around the post as though it were a massively thick cock buried deep in her cleavage. "I love seeing you like this! I've wanted to see you hypnotised into a mewling, cock-hungry whore for so long!"

Her fingers leaving indents in Twilight's soft thighs, Chrysalis shuddered with lust as she slammed her cock into the newly-willing slave beneath her. The sturdy bed creaked and groaned, headboard banging against the wall. Musk filled the air, the thick scent of arousal heady and intoxicating. "You will never use your stupid toys to fuck yoursself again," Chrysalis hissed jerkily. "Not unless I command it! This dripping cunt iss my property!"

Twilight's cheeks flushed darker crimson, an impressive feat in itself. "My cunt is yours!" she gasped urgently, breaking out of her daze. Her lower lip quivering, she added more softly, her words slipping out in spasms between the thrusts, "My pleasure is yours, my orgasm is yours, I am y-your slutty pony bitch, I will - I will fuck anypony you command! The drones, the guards, my friends, my family - anypony at all! This fuckdrone is - is totally broken to your will! Fuckdrone - lives - to - obey!"

"Nnnnnrrh!" Chrysalis growled incoherently, her over-sensitised nipples throbbing with every bounce of her massive black tits, her cock pulsing with agonising pleasure. The triumph, the sheer incandescent lust born of punishing the bitch that had once opposed her- she could barely stand it! Her green eyes flicked briefly to Celestia, and Chrysalis barely managed to grind out the words, "Kneel - now!" Then it was all too late for anything more.

All Chrysalis could see, all she cared about, was watching Twilight Sparkle, naked but for her cuffs, binders and collar, her stockings ragged and torn, her body coated in cum and sweat, writhing and moaning desperately in orgasm as she was pumped full of amber changeling cum. Gloriously obscene pleasure crested and broke over the two of them, Chrysalis's nails clawing white lines down Twilight's thighs, swelling spurts of overflowing cum forced from her cunt as her Queen claimed her.

Chrysalis's long legs weakened, and she swayed forward, grabbing fistfuls of the bed sheets to stop herself from falling. Another, sharper growl of lust escaped her as she felt Celestia's eager, well-trained tongue begin to lap at the base of her shaft and Twilight's abused pussy, licking up their mingled juices.

Twilight squirmed, breathless, over-stimulated and overwhelmed. A shivery little cry escaped her as she felt her beloved mentor's mouth at work on her tingling pussy again, and she looked up at Chrysalis with eyes wide and dark with conditioned adoration. "Thank you! Thank you for filling my unworthy cunt full of your cum, my Queen!"

Chrysalis's clawed finger moved to press under Twilight's chin, pushing the young mare's head back against the sheets. "Better. Much better. But not enough. You will learn the meaning of pleasing me, with your every hole. Turn around and lick up the gift of cum I have given you from my glorious cock."

"Y-Yes, my Queen! At once!" Twilight carefully pulled away from Chrysalis's cock, her breathing ragged, then rolled onto her stomach and turned around, crawling back down the bed to join Celestia in urgently kissing and licking the changeling's cum-slick shaft.

Chrysalis exhaled, in deep, satiated pleasure as Twilight's mouth slipped over the tip of her cock and began to suck. Planting a hand on the back of the young mare's neck, and urging Celestia to join in with greater efforts with a fistful of her ethereal mane, Chrysalis let her eyes close. Twilight was going to require a lot of training to become the kind of permanently-horny talented fuckdrone she was meant to be. More brainwashing, to ensure that her new personality was permanent, that Twilight was desperate to fuck and betray everypony that her Queen willed.

Yes, it was going to take a lot of work. How lucky that, with Celestia's reassurances, nopony would worry even if she wasn't seen for weeks...

Author's Note

In stories like this, whenever someone says 'I would never serve you' then there's only one way things can go from there.

• Proofing and suggestions by Equimorto and DbzOrDie