The Great and Powerful Takeover of Equestria!
An eloquently garbed unicorn stood tall over the broken and defeated form of her former rival. “Finally, the great and powerful Nightmare Trixie stands victorious over all who would oppose her!” Shouted the lithe unicorn, her slitted magenta eyes flashing with a fierce inner light.
Twilight coughed, her tattered shirt and pants only barely held together after the thrashing she had just received. “You won't get away with this, Celestia and Luna will-”
“Attack Trixie, be defeated by Trixie and subsequently will be locked up in the deepest, darkest dungeon Trixie could find?” Trixie finished, the robed unicorn leaning down and smirking at her defeated foe.
Twilight’s eyes narrowed, and she inspected the other creature closely, hoping to find some sign of deception. Trixie’s flowing purple and black robes had remained unblemished despite the long and exhausting battle which had destroyed a small part of the Everfree forest. Despite her features having been corrupted by the nightmare itself, Twilight could still tell that Trixie was telling the truth.
Sure her skin had become a darker blue, her hair had grown longer and gained the regular starry appearance that all nightmare possessed ponies did. But she also seemed to carry that same air of overconfidence and smug authority that Trixie did. In the end Twilight found stumbled to a stand, one hand keeping together her simple cloth pants. Which had been nearly torn apart after being thrown into the Everfree, and thus causing the small crater they both were currently standing in.
“You didn't…” Twilight muttered, eyes narrowing dangerously.
“Oh but Trixie did,” Trixie declared, stepping forward. “And now Trixie has not only defeated all of the elements of harmony, but all of the alicorns!”
“Wait, even Flurry Heart?” Twilight asked, cocking her head.
Trixie rolled her eyes. “Trixie would not lower herself to hurting a child. She merely rocked the baby to sleep and placed the babe in her crib. Which I suppose is a sort of defeat.”
“I mean I guess,” murmured Twilight.
“So as you can see Trixie is definitively the most powerful unicorn, neigh, creature this world has ever seen!” Trixie declared, raising her arms above her head and cackling madly, sparks shooting out of her horn.
Twilight frowned, her eyes narrowing. “You haven't won yet Trixie. For I swear that as long as I draw breath I will keep fighting your evil.”
“Evil? Please. Trixie is merely taking her place at the top of the food chain is all,” Trixie declared. “Now if you’ll come with me I’ll show you to your cell and hey- cut it out.”
Twilight stumbled forward and swung a fist at the pony, who easily stepped aside from the weak, obviously telegraphed attack. “Stand still already,” Twilight spat defiantly.
Trixie rolled her eyes and stepped out of the way of the next few punches with the ease of a practiced dancer. “Now this is just getting pathetic. Why don't you just sit down before you hurt yourself?”
Twilight scowled, and pulled back her arm. “Never!”
Trixie sighed and stepped to the side, extending her leg. “Augh fine. Have it your way.”
Twilight was already in motion however, and stumbled right into Trixie’s trap. “Woah, hey- owch.”
Trixie sighed, and tapped her foot impatiently as she looked down on her defeated foe who now rested on her back side. “Really Twilight? Did you honestly think that was going to work on…” Trixie’s jaw fell open as she stared in wonder at the pillar of horse meat rising from her enemy’s crotch.
Twilight blinked. “On what?” She looked down, following Trixie’s gaze only for her face to immediately go beat red. “Oh fiddlesticks. I knew I should have worn my fighting trousers today.”
Trixie was so surprised, and turned on that she didn't even have a snide remark about the fact that Twilight owned fighting trousers. In fact she didn't seem able to speak until Twilight had covered up her erection using both of her hands.
Shaking her head, Trixie stood back up, a wide blush on her face. “Err yes, well,” she coughed. “Where were we again?”
Twilight tried to jam her cock into her pants, only for her erection to still end up mostly visible due to all the holes. “Uh I think you were talking about a chain or something.”
“I wasn't…” Trixie gulped, as her train of thought tumbled off the tracks.
Twilight raised an eyebrow at the other pony, an idea slowly coming to mind. “Wait, are you turned on right now?”
Trixie shook her head. “N-no!” Trixie shouted, her voice rising a few octaves. “And you should be one to talk! Your as hard as a rock!”
“It's always hard.” Twilight replied, shrugging. “Ever since we first used the elements it hasn't gone down.”
“N-never gone down?” Trixie murmured, the girl’s mind suddenly overwhelmed with naughty thoughts and even naughtier ideas.
Twilight’s gaze slowly fell to the damp spot growing between Trixie’s legs. “Wow you are really turned on right now. Don't tell me your thinking of getting fucked in the ass again, are you?”
“Trixie is doing no such thing! Why Trixie isn't even into that whole… thing,” shouted the nightmare possessed unicorn.
“Really?” Twilight asked, hands on her hips.
Trixie nodded hastily. “Yes really.”
Twilight raised an eyebrow, and with a thrust of her hips, rammed her cock through her flimsy pants, revealing it fully. “Why don't you try saying that again?”
Trixie gulped. “Trixie is not aroused by your huge freak dick. Nor is she imagining you fucking her tight and utterly perfect posterior!”
“Just how like how you gave a free ride to the entire bar and let a few dozen people run a train on your ass for last saturday?” Twilight pressed, stepping forward.
Trixie raised her hands defensively, while stumbling back a step. “N-no. They were nice and I was uh… doing it for money?”
Twilight paused. “You know that would almost make it better but I know for certain that you were just being a butt slut. I mean come on, Derpy was there and she never has any money on her.”
“Fine!” Shouted the possessed unicorn. “So the great and powerful Trixie enjoys getting her ass stuffed with an endless parade of dicks. She will soon rule over this alnd as its queen and then she can fuck whomever she wishes!”
“Really?” Twilight asked, raising an eyebrow.
Trixie sighed. “Trixie tires of your games, of course really!”
Twilight licked her lips, reached down and tore the remains of her pants off, revealing her heavy balls as well as the rest of her now fully erect cock. “Why don't we fuck right now then?”
“Trixie is not-”
“Interested? Because the slutty and stupid Trixie can't seem to take her eyes off my dick,” Twilight pointed out, giving her hips a thrust and causing her cock to bounce up and down.
“Trixie is not slutty nor is she stupid!” Trixie exclaimed while walking toward her enemy. “If she were stupid would she have bested you, the other alicorns and your friends?”
“I suppose I was a little off the mark with the stupid comment,” Twilight remarked as Trixie kneeled before her, grabbing the alicorn’s cock in both hands.
“So you had best apologize,” Trixie declared before popping the other girl’s cock into her mouth and beginning to bob her head.
“I’m sorry Trixie.” Twilight remarked, watching as Trixie took more and more of her cock into her mouth.
Trixie harrumphed mid head bob, shooting Twilight a dirty look before going back to swallowing her enemy’s dick like it was a race to the bottom. In no time at all the thick head of Twilight’s cock had slipped deep into Trixie’s mouth, causing the possessed pony’s cheeks to puff out. This was followed by a short pause and then a bulge which began at the top of her throat before quickly traveling further down.
Smiling softly to herself, Twilight watched as her greatest rival bobbed her head on her dick, glowering silently all the while. Trixie’s throat was tight, her tongue dexterous and it was clear that the unicorn had done this many, many times. Twilight could also tell that this wasn't the main event, as Trixie was moving quickly, and leaving behind a generous layer of spit.
The possessed pony’s fingers gripped tight the other girl’s thighs, the added leverage needed now that her nose was nearing Twilight’s crotch. Trixie’s confidence faltered a moment later when she felt Twilight’s medial ring bump against her lips. The alicorn wasn't massive by any stretch of the imagination, but she was considerably larger then most of Trixie’s former lovers.
Suddenly Trixie’s experience meant very little now that she was coming up against a foe that she had only contended with maybe once or twice before. It was enough to make a sliver of fear worm its way into her heart, only to be immediately driven out by a surge of bravado. So what if her rival had a big dick, she thought to herself, Trixie was horny, and had already beaten her once after all.
This would just be the second time she had bested that foolhardy pony that had dared to stand up to her.
With a push, she had taken the medial ring, and after a second, Trixie’s lips were pressed tight against Twilight’s shaved crotch. Trixie silently congratulated herself before realizing just how difficult it was to breathe with such a huge dick rammed all the way down her throat. It was also kind of awkward to pull back, as the thing was so fat, and so long that it was a little awkward to remove.
Trixie wouldn't give up so soon though, and the possesed pony quickly went about completing her sloppy work. Her tongue spread her spit as far as possible, ensuring every last inch was lathered in as much of the stuff as possible. It was a more difficult job then what Trixie was used to, but she didn't complain, even when she started to run out of air.
Then she sped up a little before finally pulling back, opening her mouth wide and ensuring that she didn't accidentally undo all the work she had just completed. In the end she was left with one spit lathered cock sitting before her, and a smirking alicorn standing above her. Trixie’s confident smile faded somewhat when she glanced up at the alicorn, and the unicorn quickly stood up.
“Trixie hopes your pleased with yourself,” muttered Trixie.
“I’m quite pleased both with myself, and the excellent job you did slobbering all over my fat knob,” Twilight pressed.
Trixie grumbled to herself before turning around and bending over, her hands gripping a semi destroyed tree trunk. “Well? What are you waiting for?”
Twilight raised an eyebrow before shrugging. “If you say so Trixie.”
The evil and slutty Trixie didn't have much time to relish her brief moment of power before Twilight had rudely removed her cape. “Hey, the cape stays on during sex.”
Twilight rolled her eyes. “Fine, whatever.”
Trixie straightened her back, allowing Twilight to easily clasp the peice of clothing back around Trixie’s neck. “That is better, now simply lift Trixie’s luxurious and wonderful robes so we may get down to business.”
Silently resisting the urge to offer some form of verbal barb, Twilight did just that, lifting Trixie’s long flowing robes up and out of the way. Only to pause.
“Were you not wearing any underwear that entire time?” Twilight asked.
Trixie scoffed. “Of course the great and powerful Trixie was not wearing any undergarments! It is hot under those robes, and Trixie is the most powerful being in existence. Trixie does what she wants. Now worship our big fat ass knave!”
Twilight rolled her eyes and kneeled down, silently a little surprised by just how large her former rival’s backside actually was. Gripping the soft flesh with both hands, Twilight leaned forward, and awkwardly planted a kiss on the other girl’s butt. An act that was as bizarre, as it was oddly erotic, and Twilight’s cock twitched eagerly as she stood back up.
“Perfect,” Trixie purred, sticking out her butt. “Now you may stick your gross and unworthy dick in Trixie’s amazing ass.”
This time Twilight had no words with which to speak, as her desire to ram the poor pony full of alicorn dick had reached a boiling point. Taking her cock in her magic, Twilight awkwardly stepped forward, guiding the tip of her appendage towards Trixie’s asshole. As she neared her target, Twilight wondered if this was a good idea given just how big she was and how small Trixie was in relation to an alicorn like her.
After all Twilight stood a good foot taller than the unicorn and had a cock bigger then every male she had ever seen in such a setting. Then Twilight shrugged, threw all such worries to the wind and gripped Trixie’s ass tightly in both hands. The pompous pony didn't even have the time to offer some angry insult before Twilight thrust forward, ramming the tip of her cock against Trixie’s unyielding hole.
“Warn Trixie before youuuuuUUuuuu.” Trixie’s shoulders fell and her body fell slack the second Twilight’s cock slipped inside of her surprisingly welcoming asshole.
Several inches of alicorn cock plowed its way into Trixie’s tight butt, causing both girl’s to shudder in pleasure. Trixie was a little more vocal however, moaning loudly and lewdly while Twilight merely grunted. The next few inches were a little harder to push inside however, and Twilight began to slowly work herself back and forward.
Pushing more and more of herself in with every other thrust, Twilight was certain that she would soon be balls deep in her partner despite the initial tightness. That was until Trixie’s ass tightened suddenly at about the halfway point, her back suddenly arching. A high pitched squealing moan slipped past the possessed pony’s lips, one so loud that Twilight stopped mid thrust.
Then it was gone, and Trixie fell forwards once more, her entire body relaxing while her hole continued to squeeze down on Twilight for a few more seconds.
“Did you just cum?” Twilight asked incredulously.
“The great and powerful Trixie is enjoying herself and she will not let you shame her!” Trixie shouted, glaring at the alicorn over her shoulder.
“Fine, whatever, I was just curious,” Twilight muttered bitterly.
“Now that such curiosity is satisfied, get back to work!” Trixie shouted.
Twilight sighed once again, another nerve slowly being grinded down due to the pompous pony’s endless yelling. Still, Twilight had to admit that it was rather cute that the girl had orgasmed after only that much. It was like the great and powerful Trixie was a virgin experiencing her first time, and Twilight was the lucky stallion.
And after only six inches too, you think she’d never fucked a girl with a dick before. Twilight thought to herself.
Grunting, Twilight pushed forward, trying to ram her way through the sporadic waves of tightness that occasionally stopped her advances. Thankfully her earth pony strength was enough to aid her in that regard and Twilight continued to thrust into the other girl’s tight asshole. Inch after throbbing inch was forced into the girl’s hole at a slow but steady pace, her random tightening and frequent stops making progress difficult.
Minutes passed relatively slowly, with Twilight working her way deeper until finally she felt her medial ring bump into Trixie’s hole, signalling that she was nearly balls deep. Trixie however, wasn't going to make it easy for Twilight, and stood up a little straighter forcing them into a slightly awkward position. In order to get the right angle, Twilight had to bend down and thrust upwards, which was enough to make the alicorn lose her patience.
With a heave, she picked the unicorn up and spun her around before dropping to her knees and placing Trixie on her back in the mud. “Hey what are you-” Was all Trixie managed to say before Twilight grabbed the other girl’s legs and began to fuck her once more.
The position was awkward, as it meant that Trixie’s knees were positioned on either side of her head while her ass stuck straight up in the air. Twilight wasn't certain if such a position had a name, but either way, it gave her all the power while forcing Trixie to merely lay there and take it. Something the unicorn didn't seem to mind, as she fell silent save for a long low moan that spilled forth from her lips.
Grinning to herself, Twilight gripped the other girl’s ass in both hands before shifting her feet and then finally her hips. Now that she was positioned perfectly atop the other girl, Twilight really began to get into it, pounding the possessed unicorn at an even, steady pace. Though not the fastest possible setting, Twilight found herself oddly transfixed by just how much Trixie seemed to be enjoying herself.
The girl’s arms hung limp about her sides, her entire body twitching and spasming each time Twilight’s thick cock bottomed out in Trixie’s hole. Her moans occasionally turned to gibberish as she was fucked , the girl barely able to string more than two words together. Thus it wasn't really a surprise when the girl came only a minute later, her pussy spasming as a thin jet of girl cum shot from it.
Twilight shook her head and watched as Trixie came long and hard, her already messy hair becoming even more disheveled. Something that certainly wasn't helped by the fact that she was now laying on the slightly muddy ground. Not like Twilight really cared, the unicorn had just defeated all of her friends, herself and the other alicorns, so Trixie had lost all her sympathy points.
When the girl’s orgasm began to fade, Twilight couldn't help but smirk as a confused look crossed her face. “Why have you stopped? Trixie is not done yet!” Shouted the unicorn.
“You really like getting fucked in the ass, don't you?” Twilight teased.
Trixie turned her nose up. “Trixie likes what she likes.”
“Why don't you just come out and say it hmm?” Twilight prodded. “Just say ‘I Trixie enjoy getting fucked up the ass like a dirty little slut.’”
“Trixie will not such a naughty thing now get back to work slave before I make you get back to work!” Trixie threatened, her horn beginning to glow faintly.
Twilight thrusted forward suddenly, causing the magical field to vanish. “Come on, say it.” Twilight prodded.
“Trixie- unf will- not- unf say it,” Trixie growled, her every attempt to use magic getting shut down by a well timed thrust. “Augh fine! Trixie likes getting fucked in the butt.”
“You didn't say it right. You have to drop that annoying third person thing,” Twilight replied, gyrating her hips and pressing her cock deep into Trixie’s hole.
The nightmare possessed unicorn groaned, though the sound slowly morphed into a confused moan. The other girl’s cock was as deep as possible in Trixie’s asshole, and with each shift of Twilight’s hips it stretched another part of her. Until after only a few seconds it felt like Trixie’s entire body was being stirred up by the alicorn’s titanic tool.
“I Trixie enjoy getting fucked up the ass like a dirty slut!” Trixie shouted, her horn blazing with life. “Now fuck Trixie before she turns you into a toad!”
Twilight shifted her hips, forcing Trixie to become nearly vertical and using the considerable height difference to fuck Trixie while still standing. The position was even more awkward then the last, but it also meant that Trixie could do literally nothing but hold her back end up. Which had the added benefit of ensuring Twilight wouldn't get hit by some nasty spell if she slowed down too much.
“Now was that so hard?” Twilight teased.
Trixie grumbled and growled, but every time she tried to speak Twilight thrusted extra hard, turning her words into little more than gibberish.
“Atta girl,” Twilight remarked.
Once more the possessed unicorn didn't have a chance to utter a response as Twilight pushed forward, driving the other girl’s legs behind her head. With a flick of magic Twilight had created a magical lock around Trixie’s ankles, ensuring the unicorn wouldn't be able to get away. If Trixie actually noticed this Twilight wasn't sure as her sudden rapid thrusts reduced Trixie to a gibbering mess.
Within moments her robes were ruined, the mud and dirt clinging to the entire back of Trixie’s body. All while Twilight stood tall, unbothered by the grime and mud which surrounded her on all sides. The only thing that mattered was fucking the posessed unicorn until she lost all sense of reason and turned into a blithering pile of pleasure.
Sure Twilight could probably teleport away and try to find her friends, but then Trixie would be on her heels within a few minutes. Knock out spells also didn't work on the nightmare infused pony, so that was right out, as well as most forms of spells dedicated to containing someone. If fucking the girl’s brains out didn't work, then Twilight figured she may have to strap Trixie to her chest and walk around with her like that.
Which was sounding like a better idea with each passing minute.
Shaking her head, Twilight focused on Trixie once more, tightening her grip on the other girl’s butt while also increasing the tempo of her thrusts. Immediately, Trixie’s body became slack, allowing Twilight to fuck her as hard as she liked. Which was exactly what Twilight was hoping for, as it meant Twilight had free reign to enact her plan.
After taking a deep breathe, Twilight poured everything she had into fucking Trixie as hard, and as fast as possible. Her balls slapping audibly against Trixie’s ass, the sound only just barely drowned out by Trixie’s wild, uncontrolled moaning. The unicorn didn't even seem to care that they were essentially out in public, and screamed like a whore in heat.
Twilight breathed deep of the potent mix of dirt, sweat and the lingering smell of burnt mana which hung over the former battlefield. The stretched and ruined confines of Trixie’s asshole still clung to Twilight’s cock, occasionally squeezing down on the throbbing invader. The girl herself seemed long gone, her tongue having fallen out of her mouth after Twilight had redoubled the pace of her thrusts.
It seemed like Twilight’s plan was going to work, but she didn't want to leave anything up to chance, and lit her horn. Conjuring a pair of phantasmal hands, Twilight made them reach down, and tear Trixie’s robe apart, freeing her jiggling breasts from their cloth prison. Trixie hardly had a moment to figure out what had happened before Twilight’s floating hands gripped her nipples and began to pinch them.
“Oh stars abooove,” Trixie moaned, a thin trail of spit dribbling down the side of her mouth.
Smirking to herself, Twilight continued to rail the other girl as hard as physically possible, her hips becoming a blur of motion. She wasn't quite out of tricks though, and while her magical hands were playing with Trixie’s breasts, her real ones were squeezing Trixie’s ass. Twilight even made sure to shift her hips constantly, stretching and warping the other girl’s belly in a different way each time.
This had the effect of moving the huge bulge in Trixie’s mid section every thrust, hypnotizing the already perplexed unicorn. The pleasure was too much for her however, and Trixie came again, her cries growing even louder still. This time when she came, her entire body became rigid, her limbs twitching as her tongue flopped around outside of her mouth.
Taking this as a sign that everything was going according to plan, Twilight pushed herself as hard and as fast as possible. Pouring every last ounce of strength and speed she had, Twilight railed Trixie’s ass like a convict fresh out of prison. Again, Trixie’s cries grew louder and even higher pitched, her orgasm seemingly getting drawn out by the abuse her ass was currently receiving.
Twilight had one final idea though, and just as she was about to cum, she ordered her hands to squeeze Trixie’s breasts tightly. Her own hands did the same to Trixie’s ass, and she kept this up right up until her own orgasm was seconds away. Biting down her bottom lip, Twilight listened to Trixie’s cries of pleasure, waiting for just the right moment to unleash everything she had.
The second Trixie’s scream began to die, Twilight pulled the trigger, thrusting forward one final time. This had the adverse effects of pushing Trixie forward, and causing both her and Twilight to slip in the mud. The alicorn fell forward, landing atop Trixie while her cock remained firmly lodged within the unicorn’s deepest reaches.
Cum which had already been shooting up her tip, exploded into Trixie’s insides like a bomb. Causing the two ponies to shudder in unison and though Trixie only seemed half conscious, her entire body having become slack as her tongue stuck out the side of her mouth. Her eyes stared off into the distance, and the girl’s horn sparked occasionally as she was filled with more and more hot alicorn spunk.
Twilight adjusted quickly, shifting her hips just enough to keep her cock wedged tight into Trixie’s backside. All while she continued to dump load after load into the girl, each shot adding another heaping helping of baby batter to the girl’s full intestines. Within moments the indent of Twilight’s cock in Trixie’s midsection vanished, disappearing under the growing bulge made by Twilight’s cum.
The alicorn’s breathing was heavy but even, unlike Trixie’s which came in short gasps intermixed with the odd moan. As time ticked by, Twilight felt her pulse return to a normal rate, all while Trixie remained a delirious mess. Slowly, Twilight pulled back, studying Trixie’s face only to find that the unicorn seemed to be well and truly lost in a sea of pleasure.
Smirking to herself, Twilight glanced down only to blink. “Wow, I came a lot,” muttered the alicorn.
The other girl’s belly had grown significantly, and now resembled that of a pregnant woman who was ready to burst. Twilight didn't waste any time observing the fruits of her labor however, and merely kept pulling out. Her softening cock made this process easy, and Twilight swiftly yanked her dick out of Trixie’s clinging hole.
Taking a step back, Twilight watched as Trixie’s ass clenched tightly, as if her body was trying to keep the tidal wave of cum inside of her. It was a losing battle however, and a second later a jet of white shot forth from Trixie’s hole, flying a good few feet. The girl herself hardly seemed to notice this, and continued to moan while twitching on the cold ground.
Twilight slowly shook her head before looking around. “What to do now?” She muttered to herself.
As if waiting for her cue, a figure appeared near the lip of the crater, one that Twilight instantly recognized as Rainbow Dash.
“Hey over here!” Shouted the alicorn, raising a hand into the air.
The pegasus paused, before turning in Twilight’s direction and flying directly at her. A second later and the winged woman was floating before the alicorn, appearing a little tired, but otherwise okay.
“What happened here, and why do you have your dick out?” Rainbow Dash asked, only to notice Trixie laying nearby. “Wait, did you two fuck?”
“Yeah, Trixie’s got a thing for getting fucked in the ass. I seduced her, then fucked her until she passed out,” Twilight hastily explained. “But now I gotta go find the princesses’ and figure out how to free Trixie from the nightmare.”
Rainbow Dash jerked a thumb in the direction of Trixie. “So what are you going to do about her?”
“I want you to go get the girls and start taking turns having sex with her. So long as she's too distracted by getting butt fucked she can't cast any spells,” Twilight replied.
Rainbow Dash blinked. “Uh are you sure about this?”
Twilight nodded. “Trixie is a total slut. I wouldn't be surprised she is totally into it.”
“Well alright, so long as she's consenting,” Rainbow Dash smirked. “You know I always kinda hoped more of our adventures would turn out like this.”
Twilight chuckled before turning towards a groaning Trixie. “Just go get the girls, otherwise I’m gonna run out of cum.”
Rainbow Dash snapped off a quick salute. “You got it boss.”
Twilight nodded, and walked over to Trixie, her cock hardening with each step she took towards her former rival.
Who just barely managed to see straight by the time Twilight stood over her. “Did I win?” She asked, head rolling around on her shoulders.
Twilight laughed as she grabbed Trixie’s ass and positioned the tip of her dick at its entrance. “You sure did Trixie. You sure did.”
The unicorn smiled and raised a wobbly arm above her head. “Yay.”
Author's Note
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