Starlight hated Ponyville.

She had only been here for less than a day as she waited for her time to strike, but the town’s bright colours, jovial culture, and mix of friendless and worship for the moronic and gay ‘Elements of Harmony’ had already gotten under her skin and made her twitch rapidly with seething.

Currently hiding on a cloud several meters above the ground near the entrance to the ‘Friendship Castle’--she nearly gagged at the name alone--Starlight had her magic allowing her to listen in on the happenings inside that disgustingly bright building, though she could hardly bear their light-hearted jeering and banter. There was no point, no goal to any of it, as if they had no purpose or intent in their lives and were complacent living in the oversaturated void of gaiety they so loved, unable to even comprehend that everyone else had actual problems rather than the stupid crap their ‘friendship missions’ consisted of them ‘solving’.

Sighing beleagueredly, Starlight forced herself to quiet down, lest some random pony find out where she was and ruin her plan at the drop of a hat...

Having accepted she wasn’t going to learn anything useful with her spell, she tuned out the sounds and turned her attention to what she had planned for the stupid purple ‘princess’ inside; with a spell found and tweaked to her liking, she decided not even to give that bitch a chance and take her, fucking her mindless with magic alone and reaching into that slutty void to turn her into her most subservient slave of all.

Starlight had already realized her arrangement with the other ‘princesses’ was rather precarious with the overly forced mind-control, and didn’t want any stupid miraculous bullshit to get in her way, so she left them to their more proper duties so that the public wouldn’t get distressed about them going missing. Besides, she didn’t want anypony else to share her glory at taking revenge on this particular ‘princess’.

Suddenly hearing a door open out of the corner of her periphery, Starlight listened back in on her spell and heard five sets of hoof-steps heading out through the entrance corridor of the castle, the obsessively friendly banter not having stopped as all of the ponies, as well as that puny dragon-thing, left her own target inside and all alone.

She grinned, the opportunity she had been waiting for hours having finally begun approaching, and she kept listening to those steps as they kept moving toward the front entrance of the castle, then finally pushed open those excessively large doors and walked out. Keeping her eyes on them for a short while as they closed the door behind them, she saw them nearly all joined at the hips while they trotted nearly in rhythm down the street, as gay as can be.

Scoffing, Starlight let her listening spell fade so she could focus on mapping out the complex structure of the teleportation spell, then fired it off to land somewhat unsteadily in the main entrance hall, surrounded on all sides by bright, multicoloured crystals that looked like they were pulled out a filly’s dreamland...

She nearly gagged again at the sight of it all, but pushed through and headed down the hall towards the half-closed door to what must’ve been the main atrium, careful to quiet the sounds of her steps as she listened to the light hoof-steps and inane muttering of her soon-to-be victim inside.

“It’s always funny to see Rainbow so excited about those books, especially when she tries to avoid practically everything else related to them...” Twilight spoke with laughter in her voice, though not in a schadenfreude-filled or sadistic way that Starlight was familiar with, and it only served to make her sicker. Still, she pushed through and crept up to the door and saw another at the opposite end of the very large and ornate room still swinging up, a dark purple tail just having exited through it.

“It’s a shame she’s still one of only a hoof-ful of ponies that actually does care about books...” The alicorn continued while Starlight kept following her, her tone turning vaguely somber, “No matter how much I tell any of my friends about it, they always seem to brush it off!” Chuckling a bit, then coming to a stop for a moment, letting her pursuer get a bit closer before she kept going, and added, “They have their own interests, of course, but you’d think they’d at least give it a shot...

“Generally they let me down a bit easier, though...” Twilight said with a more pensive voice, as if she didn’t quite know what to make of it, which was odd in comparison to the overconfident and overzealous prick she usually was, and it kept Starlight on the tips of her hooves as she approached a intersection of the crystal hallways and saw her target a decent ways down one of them, and kept going after her.

Sighing in a mix of exasperation and confusion, Twilight contemplated aloud, “They seemed a bit different today in general; more cagey, kind of exaggerated, and rather.. sexual...” She sounded pretty embarrassed by the last one, which made Starlight shake her head from how chaste and petty it all was.

Shaking her head hard enough to be heard through the spell, Twilight muttered to herself, “Eh, it’s probably nothing much. Maybe a surprise party or something.” She made another turn through the halls and seemed to speed up, adding, “I’m just paranoid from how Princess Celestia kept taking so long to reply to my letters...”

“That is all the crap you’d care about, huh?” Starlight growled as she herself sped up to approach that same turn quicker, “Just the stupid friendship crap and your ‘perfect’ relationship with those stupid sluts...” Grinning as she came to the corner and peeked her head around it to see Twilight rushing towards a open door to a massive library within the castle, she scoffed at the sight and said sadistically, “Oh, that obsession is going to change allegiances soon enough, bitch.”

Twilight had soon enough entered the library, and Starlight quickly followed, but stopped at the entrance and hid around the threshold, only looking inside at the excited alicorn being filled with even more gaiety than her own friends seemed to give her as she went around and scooped up a bunch of books sitting on a table in the dead center of the room with her magic.

Keeping a close eye and ear on the frolicking mare, Starlight recalled the spell she had prepared for this occasion, repeating its formulation in her mind a few times to keep it in her working memory, and kept herself out of sight while her target magically rifled through a couple sets of drawers near the table and pulled out some reams paper, a few quills, and an inkpot, then got to work on sifting through the books and writing stuff on the paper for whatever stupid purpose she had in mind.

Now with Twilight distracted, Starlight decided to come out from behind the door and head inside, taking each step slowly and cautiously, all while forming that nasty spell in her horn and making it start to glow. She was lucky how obsessive the pony she was creeping up on was, with her having been described as only having broken out of her fixations with nothing less than a firm slap on the face, and Starlight was sure her mild horn-light and quiet hoof-steps that kept taking her closer and closer were far under that threshold.

It didn’t take the intruder too long to finally arrive a short few steps behind her target, and with her magic humming loudly enough with her fully charged spell that she could only somewhat hear Twilight’s scribbling and the books’ pages turning, Starlight didn’t want to take the chance that she’d be caught, and swiftly pointed her horn down at the crystal floor right behind the distracted mare and blasted the spell out.

The moment her blistering aqua magic slammed into the floor, that section of the floor warped and darkened into what looked like a portal into the void, and from that void quickly sprung a massive collection of long, slithering purple tentacles that darted forward.

“Huh?!” Twilight started in surprise as those tentacles wrapped around each every one of her limbs, with a few binding her wings to her back and one loosely going around her horn, as well as another to wrap a couple times around her face and block her eyesight, then one more that dove straight into her mouth to muffle any blaring cries of shock or terror. Her entire body got lifted up a short ways off the floor above the portal from where tentacles emerged, and stretched out like an ‘X’ with each limb pulled taught and unable to frantically wriggle free from the tentacles’ grip.

Several other tentacles had burst forth in the meantime, and while some were left hovering impatiently, two had gone up and smooshed against both Twilight’s pussy and ponut, immediately forcing a gasp from her, though it swiftly got turned into a gag as she choked on the tentacle that was thrust down her throat. A final tentacle decided to slowly head up to the flailing alicorn’s horn and wrap around it, lightly grasping the firm appendage and beginning to stroke softly up and down it, which ended up forcing another series of gags and chokes from its owner.

A grin cleaved Starlight’s face in half as she watched it all begin, trotting around the so-called ‘Princess of Friendship’, who was so easily trussed up by a dozen or so slithering, lewd tentacles, and left unable to think by the pair of them that stroked at her horn and stuffed down her throat. All of that without the other pair positioned just between Twilight’s hind legs having even touched the stuff down there...

Well, that was about to change!

As Starlight arrived at the backside of her choking victim, she made one of the tentacles slide against a lip of Twilight’s pussy, forcing a quick clench out of it and another gag from its owner, and then, with little ceremony, shoved the tentacle straight into that snatch!

With a muffled, gargled scream of shock, Twilight was forced to feel her insides get plowed open, the thick and slimy tentacle shoving itself so deep into her as fast as seemed possible, overloading her innocent senses with completely abrupt feelings of pleasure, both directly from the source as well a much more masochistic place...

Those sensations did eventually settle down to a slightly less overwhelming level as the tentacle came to a stop deep within the depts of the alicorn’s pussy, but Starlight was just getting started, and quickly made the other tentacle down there press up against Twilight’s ponut, which was already rapidly clenching from the intense sensations, and only made it worse as the mare herself flailed harder against the tight and lewd bonds holding her aloft, seemingly afraid to try it...

“Oh, come on, Twilight,” Starlight derided and encouraged her, and let the tentacle slide around the edge of her victim’s ponut for a bit, “It won’t hurt to try something new...” Her words only seemed to put the alicorn even more on edge, however, with that purple plot wriggling and flailing around in a vain attempt to get away from the tentacle, which itself served to mostly just rile her up.

Soon enough, though, Starlight decided to give her captive what could vaguely be called mercy, and moved that tentacle into the divot of Twilight’s butthole and, ignoring any further flailing and muffled screaming, slowly started to push it inside. It was easy to tell just how untouched that hole was by how firm it was, taking a decent bit more pressure that Starlight thought to force it open, and once that was done and more of the tentacle slowly started to push its way into that dark tunnel, uncomfortable groans and moans mixed with the other noises coming out of Twilight’s stuffed throat, making it clear how little she was used to taking it in there, and that maybe she was actually enjoying it...

Licking her lips, Starlight was tempted to keep her eyes locked on that firm, plump ponut and the thick, slimy tentacle that was slowly and steadily pushing its way into Twilight’s depths, but decided to look over at the rest of her soon-to-be slut’s body, finding it shivering in odd waves with rapid twitches of her hooves and ears, which all signified the absolute overload her little virgin mind must’ve been going through at the moment. It was shaping up that the pathetic excuse of a mare would quickly lose her mind to the mind-blowing sensations being forced into her, and she would quickly find a new mindset in worshipping her incredible and powerful Mistress... and Starlight couldn’t help at laugh at it.

Not a really humorous laugh, like one would make at a good joke, but an almost hysterical one with the realization of everything Starlight had planned coming to fruition before her very eyes. It started slow and low, but took only a few seconds before she was almost howling in glee, unable to restrain herself from prancing around the massive room while her captive was forced to listen through the minute slivers of sense she had...

Almost on a whim, Starlight decided to amp up the pressure on her little bitch, and had all of the tentacles stuffed into Twilight’s orifices swiftly start to thrust in and out, which immediately made the trapped mare squeal through the jostling and pounding of the one shoved in her mouth, with the ones in her backside pistoning in and out in sync with each other, though at opposite polarity.

The squeals, gags, and moans were almost enough to cover up the lewd squelching of tentacles getting thrust into those tight, wet tunnels, but Starlight heard it all as clear as could be as she continued parading around the room, nearly in a dance while she kept those tentacles slamming in and out of Twilight’s spasming form. Taking a moment to stop and look back at the mare in her grasp, Starlight could see just how helpless she looked; eyes completely blocked from seeing anything, mouth stuffed and splattered with saliva, with the two holes in the back likely much the same, and her whole body unable to do anything but shake in whatever hellish mix of pleasure, pain, shock, at whatever else she must’ve been going through.

“Serves you right, bitch,” Starlight spoke to herself, hardly caring about holding her thoughts to herself at the moment, but with the returning thoughts of all the work ruined due to the monstrous mare before her, her smiling glee faded back into a blazing, sadistic anger as she added, “But I don’t quite think this is enough...”

Latching onto the tentacles held lightly in her magic, Starlight started to work some additional spellcraft into them, taking several seconds to form the magic around the messy flailing group of tentacles, and then firing off the spells to give it some added ‘kick’, as well as something for later use...

Twilight clearly pretty quickly caught on to what exactly that ‘kick’ was when she let out a louder series of shouts and gags through her tentacle-stuffed maw, feeling the pressure pushing out that very maw getting stronger as the tentacle right there grew thicker--nearly twice as thick in nearly a matter of seconds. However, that was hardly the only thing that caused her some additional shock, as both of the tentacles that were still pounding away in their loud, lewd rhythm in the alicorn’s pussy and ponut also grew nearly two-fold, which must’ve made the mare completely unable to think through the sheer amount of pain and pleasure spreading her rear holes out like that must’ve caused.

In fact, Starlight’s curiosity was piqued by that last part, and she quickly trotted around her bound bitch to see between those hind legs, and, though the immense amount of clear fluid splattering out at quite the rate, she could see the previously plump ponut now stretched into a thin ring by the long, thick thing shoved so forcefully in there, and its repeated pushes and pulls on that ponut with its pistoning action must’ve only made all the incited sensations that much worse...

A grin came back onto the unicorn’s face as she was satisfied with how hard Twilight was getting slammed, and she soon headed back around to the front of her slave and stood before her for a few seconds, thinking about how the mare shouldn’t even be able to process seeing or hearing anything due to it all, but...

Shaking her head angrily, Starlight had the tentacle blindfolding her captive quickly pull away to reveal the eyes of Twilight ‘Princess of Friendship’ Sparkle, which were, true to her intuition, completely fucked up. They were directed toward her new master, but weren’t seeing her, and there was no hint of thought or intellect beyond those glassy purple eyes that could dare to spoil her efforts.

All of those very efforts played back through Starlight’s mind; preparing and testing the spell on a young servant of the crown, first truly using it on Cadance, and having her help to take her own husband, then capturing the feisty Luna, and finally taking the main mare, Celestia herself... And all of that to allow her to take revenge on this one pathetic, disgusting mare that thought she could ruin years worth of work on such a whim...

“And now, maybe you understand...” Starlight whispered to that screwed-up face of her final capture, grinning like a madmare at the sheer depravity the alicorn had become subjected to, all in so little time since she’d just been sitting around with her friends like the moron she was, “What it’s like to lose so much in mere moments...”

Scoffing out a laugh, she turned around and looked around the grand library they were inside, so quiet and still beyond the obvious tentacle-fornication happening behind her, which reminded her of the complete lack of security of the building and made her ask, “How stupid must you be to do that..? Or...” Turning her head back to see the mind-fucked and saliva-splattered face of her victim, “Did you just think that you could take on everything that came your way?

“Well, you were clearly wrong,” Starlight continued as she looked back around at the room, noticing the myriads upon myriads of books kept amongst the many shelves, all in the pursuit of knowledge. “Not like that matters much anymore, slut,” She said, and decided it was time to finish it off, and with a flicker of her magic, activated that secret part she added to the tentacles...

Starlight had mostly tuned out the repeated gags, groans, and moans of her slave, but what she just did spiked them back into her attention, with a muffled scream of pleasure quickly bursting out as the tentacles accelerated rapidly, and took only a couple seconds before slamming deeper into their charge than the ever went before and came. The tentacles may not have been truly alive, with the biological reproductive ability that came with that, but the component added onto them gave them the ability to spurt tons of sticky, white fluid from their ends as if they truly were cumming, and that very ‘cum’ was now finding itself blasted deep into the bowels (and womb and throat) of Twilight’s mindless body, the splorts and glorps of massive ropes of spunk getting pumped into that fuck-toy echoing out through the empty library and into Starlight’s waiting ears.

The unicorn slowly closed her eyes as she listened to those sounds, knowing each and every pump of thick jizz would further inflate her victim into an immobile balloon while the pleasure blasted away her mind ever further, only to be replaced by a whole-hearted lust for her new Mistress...

Starlight could practically hear Twilight’s flesh and fur rub against the ground as her belly inflated with cum, faint coughs and sputters every now and then telling her the little bitch wasn’t quite able to take all of it at once, which certainly would need to be rectified in the future. But, as of right then, the almost eager gulping and faint moaning were more than enough to signify that Twilight was now under her control.

Opening her eyes and looking back once more at her newest slave, Starlight could see her belly inflated to nearly the size of a small beach ball, and decided to let up on her spell, and have the seemingly endless pumping slowly calm down so that that massive reservoir of a belly could finally stop growing. She could still hear the rhythmic moaning and gulping, though, which made it oh-so-clear just how completely fucked Twilight’s mind truly had become that she couldn’t even tell when her job was done...

Regardless, Starlight then let the magic of the tentacles themselves fade, which had them pulling out of their respective slots with wet, lewd shlurps and show off the amount of spunk plastered all over themselves and dripping onto the floor as they slinked back away into the portal in the floor. The same soon happened for all of the other tentacles that came and help up the mess of a mare now hanging listlessly in their grasp, with all of the tentacles lowering her limbs down onto her belly and letting her body rest more fully down onto it, and then they all went back into the portal as well, at which point the portal finally faded into just another section of the floor, albeit one covered by spunk and a massive cumflated purple belly.

All the while, Starlight just stood there and watched, hardly even paying attention to any of it as what she had accomplished washed over her; all of her efforts in preparation for this moment had finally paid off, and she had defeated a beast that not a single creature to her knowledge had ever bested--and more than that, she had captured the beast, and taken her for her own. She had caught this massive storm in a bottle of her own making, and she was able to make that storm do her bidding, whatever that may be.

Turning her head forward again, Starlight just... let it all sink in. She let her senses tune out the faint breathing of her unconscious fuck-toy and the spacious crystalline room she was inside of, instead just focusing on the well of emotions coming from inside her; all of the happiness and relief, as well as all of the pent-up frustration that it took to get to this point. She knew her mission was complete, and now she could do what she actually wanted to with her life, including perhaps using her new toys to her advantage in some way...

Shaking her head, Starlight knew that managing all of those ponies all the time like she had with her last project wouldn’t work too well; the Crystal Empire was rather far from Canterlot, and keeping control of the prince and princess there along with all the others would be more hassle than it was worth... though, it would still do well to keep some level of hold on them--she wouldn’t want any of those she let go to notice something was off, after all.

Supposing it would be best then to keep some sort of latent switch in their minds to take control of them or wipe their memories when shit hits the fan, Starlight thought for a moment about she would make that work; she knew about hypnosis and how it could make ponies do things they may nod necessarily want to, though its reported slowness and willingness on the victim’s part made it inviable for what she wanted to do. There was a surprisingly large amount of research on it though, and she thought that perhaps it would be a good idea to go through some of it to better figure out how to formulate those odd switches she vaguely remembered from her reading on it...

However, she didn’t have too much time to do that before some sort of explosion abruptly went off behind her, loudly shattering her focus and numbing any sense of hearing she had with only painful ringing to replace it, and with practically no time to even process her sight, that too was blocked out into an opaque fog. Trying to move her legs to stabilize herself only got them caught up in something that quickly wrapped around her legs and forced to trip forward onto the floor and slamming her head harshly into it, which made her entire mind a blurry, painful mess.

Trying to forcefully swat away the fog, Starlight furiously forced more mental attention onto her outside senses to try and figure out what just happened, but couldn’t see anything but vague gradients nor hear anything beyond that horrid ringing, even if she could feel her breath picking up from her fury.

Only getting more pissed off, Starlight shook her head vigorously and fought her own mind to clear that fog, cringing and swearing at the stinging pain in her head that ended up causing, and let her head rest for a moment as she breathed heavily and allowed the fog to fade into a mild blur, at which point she looked up before herself and saw... that bitch...

She didn’t even give her the dignity of thinking her name at this point, and could only see red, immediately forcing her body to work through the sharp pain that bolted across her head, uncaring of whatever bullshit was spout from that demon’s flapping mouth while she herself writhed in her binds, shaking and nearly flailing from within them and getting nowhere while she forced whatever spastic, rage-fueled spells she could manage out of her horn, only to feel them spark out in a useless, fizzed and diffused form.

Starlight would not let her get her way once again, in spite of everything she did and all of the effort she put into it--she was not going to let it all be for nothing! She didn’t even care how much of herself she had to break at that point to get free and kill that horrible freak, because she couldn’t feel anything else at that moment but the utter and overwhelming rage that nearly tore through her veins and blocked out every sense she had.

She could hardly breathe, though whether that due to was whatever was holding closed her mouth or her own blind rage didn’t even occur to her, and she shook ever harder with no regards for how those binds pinched so badly at her flesh. Starlight couldn’t care less about any of that, or even how long she had been doing this, as it already had become that state of mental eternity where it all seems to have taken both mere moments and all one’s life at the same time...

However, something did eventually break her out of that, and it was hardly the death or gaiety she expected; no, it was something... familiar to her, so innately to everything she had been doing as of late, but not in a way she could quite tell...

Whatever that was sparked enough of Starlight’s curiosity to calm her bloody mindset just enough to return her ability to see to her, allowing her to look up past her and see... well, it didn’t quite make sense to her for a moment, but after some time, she could tell that it was the source of that familiar feeling, and the translucency and crimson glow of it made her stop to recall something from her far past...

Dark Magic.

It was the source behind so much of the outlawed and damned spells with its mind-boggling capabilities, and she had used it to her advantage to take the minds of those who stood in her way, and now here it was in what seemed like nearly its purest form, and in the shape of a... tentacle?

Right after Starlight asked that of herself, something in the long, thick, and slithering mass seemed to smirk at her, and then, with little hesitation and even less time taken, it dove forward in the bitch between it and Starlight, seeming to penetrate right into her, and, in only a few moments, it came right out through her mouth!

All of that, along with how the tentacle swiftly lifted her into the air a couple meters at least, shocked that bitch enough to immediately destroy her spell and its hold on Starlight, which made all of the bindings around her body, mouth, and horn vanish. She instantly gasped loudly with her breath returning to her, and pulled her legs away from her body to stretch out the discomfort she numbly felt in them, and the regained power of her horn also felt like that part of her body was able to breathe as well in its own way.

However, as Starlight breathed heavily and calmed down from her infernal rage, the sudden draining of her adrenaline swiftly made her entire body and horn sting with blazing, sharp pain. Immediately cringing in immense pain, she completely stopped moving and felt the tracks of pain all over her fur and flesh, with each one feeling like a rough rug-burn with some magical salt thrown in there to make it worse, and her horn felt like it was dipped in acid, so blazing and crackling was the pain that stormed through it.

That didn’t last too long, though (or maybe it just felt like it didn’t), before that pain all started to numb and fade as though ice was pressed to her wounds, though without any of the nasty frostburn that came with that... That wasn’t to say she didn’t feel anything pressing against those burns, as that very same dark magic that blasted through the innards of her adversary she could feel healing her own injuries.

Now filled less with pain and more with confusion, Starlight focused her attention back on the outside world and looked around the bright, sparkling room for a moment, almost squinting at the sudden gaudiness that filled her vision for a few seconds, but soon blinked the sharp brightness away to see the purple thing hovering a short ways in the air getting plowed by a pistoning tentacle, and, a ways behind that, a creature cloaked in inexplicable darkness amongst the well-lit room.

That unseen grin came back to her again from that blackened creature, and stepped forward and tore off the cloak of darkness to reveal a pony with a rather interesting look; their--no, her--coat was a sharp light blue, and her mane was just a shade off of silver, but her eyes were such a deep, crimson red that, along with the very noticeable trinket hanging from her neck, gave off the powerful and unmistakable feeling of dark magic that so obviously created the tentacle and healed Starlight.

“Hello Starlight...” The mare spoke, even her voice carrying that dark power within it, which was only emphasized by the cool confidence and unbridled domination of her tone. What she said as she walked toward the other unicorn was surprising as well, but she quickly quashed any question by introducing herself, “And you may call me the Perfect and Supreme Trixie...

“As for how Trixie knows you...” She continued as she arrived a few steps away from Starlight, who hadn’t moved from her position on the floor while staring up at the other mare, “Your little outings to capture the minds of all those ponies on high were hardly subtle... and how the public didn’t notice them is something even Trixie doesn’t understand.” Trixie stared so intently at Starlight with those blood-red eyes and that immensely smug grin that she felt pinned to the floor, but beyond the sheer power in those eyes seemed to be some level of... comradery?

“Trixie has seen what you are capable of, and she very well knows just how tragic it would be for this little...” She looked up at the tentacle-impaled Twilight wriggling in her spot in the air a meter or so above them, and emphasized, “Pathetic creature, to destroy all of your efforts like she has done to so many others...”

There was a sort of somberness and anger in Trixie’s voice that caught Starlight’s attention and told her that this pony may have also been wronged by Twilight, and with how she was willing to save Starlight, she may have been the only other pony to actually understand how horrid that friendship-spewing bitch really was. Regardless, Starlight didn’t seek to let this mare do everything and take her catch away from her, and so she quickly pushed herself up to stand, though wincing a bit at the residual pain and slight light-headedness that came with such a sudden movement.

“Guarantee that’s not the only reason you’re fucking here, though,” She said, with little attempt to hide the vitriol in her voice.

Trixie didn’t get angry at the response, or even show surprise, instead only nodding and humming in affirmation. “Well, of course,” She added, “Trixie would love to take her own swing at this piñata, but she’d also be reminisce if she ignore how much effort you put in as well.”

Starlight scowled in response, nearly spitting back, “Well, I haven’t seen you do shit to deserve getting revenge on her!”

“Perhaps you have not seen it all, but Trixie has done it nonetheless...” Trixie replied in a nearly casual tone, then looked up at the pony run through by her magic, and added, “However, perhaps she has seen it.”

“What the fuck are you talking about?” Starlight retorted, getting more pissed off by the confusing words.

Glancing silently back at the other unicorn for a moment while retaining that damned grin, Trixie returned her gaze to her captive and said, “Trixie will let Twilight explain this one.” Abruptly, she cut off her magic and the huge tentacle in her control just vanished, letting Twilight fall to the floor, and her newfound freedom made Starlight almost jumped forward and attacked her, but wasn’t able to due to a calm, yet powerful look from Trixie that said so clearly that she had it under control.

Starlight nearly growled seethingly at her, but when she looked back at the mare sprawled over the floor and gasping heavily, she noticed the magic red glow bound around her horn and wings which she herself didn’t even recall seeing before. Knowing that that ring would function as a magic-blocker, she calmed down a bit as Twilight took some time to regain some sense from having her insides speared through, and eventually look up exhaustedly at the ponies above her.

“How--” She tried to start, but it came out weak and rough, and several coughs forced their way out of her throat before she tried again, “How did you get that back..?”

Smirking a bit harder, Trixie answered vaguely, “While that zebra may have some interesting tricks, they were nothing to a magician.”

Twilight hung her downward a bit at that and kept breathing heavily, but Starlight interrupted in confused anger, “What the fuck are you talking about?!”

Trixie looked over at her, but it was only for a short time before her attention got pulled back down by Twilight muttering, “Why the hay do you want.. revenge...? I didn’t do anything to you!”

For the first time, Trixie’s expression faded from her smug smirk into an irate frown, and she stated with a cool anger, “You ruined my life, Sparkle. Twice... I have every right to despise you.” The increased darkness in her voice combined with the sudden drop of third-person to legitimately scare the other unicorn, making her remain silent as Trixie continued, “Whatever foolish delusion that white mockery of a god has put you under, Sparkle, it tore any love I got from others away from me and gave it to you. You are a monster, and I will not let you continue your--or any of your friends’--rampage any further. And, well...” She closed her eyes, and her expression then turned into a quiet, sadistic grin, “You’re the only I have yet to stop.”

“Wh-what are you talking about..?” Twilight sputtered, the lack of understanding and fear thereof palpable in her voice.

Trixie slowly opened her eyes in response and stared at her, so clearly basking in the terror of her captive and stretching out for her own glory, but it was hard for Starlight to care about any such delay when those blood-red eyes glanced toward her with a dark humour present just under the surface. She didn’t take too long, at least, before flaring her horn with a showy flick to summon forth a short ways away from them all--

Twilight’s gasp of unbridled horror cut through the air as she saw them; all five of her closest friends, bound, gagged, and plunged deep with vibrating toys all made from that powerful crimson magic. What made it all so much worse, at what prevented Twilight from darting forward in a futile attempt to save them, was the look in their eyes; far from the horrified and tortured, yet ever-so-slightly relieved expression one would expect, it was instead a glossy-eyed love, a begging for more depravity and submission, and all of it, much more strongly than Starlight had accomplished on her own, was directed towards the mare with the red magic...

Starlight herself could hardly take her off of them as they floated there in Trixie’s magic, so powerful was the horror she felt, but possessed by a question, she broke free to look at the horribly sadistic Trixie and sputter, “H-how?!” The other unicorn looked slowly over at her with her glowing red eyes, no change in her expression, but Starlight insisted, “Th-they left! A-and were perfectly normal!”

“Those...” Trixie spoke calmly, and as slow as ever while turning her gaze and voice towards the stock-still Twilight, “Were merely illusions.”

Not getting a response from Twilight, Starlight recalled what had happened before she entered the castle and spoke to get Trixie’s attention again, “They were with her for hours, and she didn’t even notice... h-how...?”

Glancing back at her, Trixie merely gestured to the mark on her rear and replied, “Illusions are Trixie’s special talent.” That mark, which Starlight hadn’t taken notice of, was of a light blue magic wand and magic dust trail in the shape of a crescent moon, and it seemed to nearly be glowing with her red dark magic.

Starlight knew better than to question the limits of dark magic, especially when it seemed to be infused into one’s very mark and special talent like that, though it still did little to answer how this mare could create facsimiles of five ponies so accurately that not even the so-called ‘princess’ of friendship could tell them apart from her friends.

Regardless, Starlight decided to look over at that fooled alicorn unable to look at what had become of her real friends, instead letting her head rest on the floor with her eyes closed, tears slowly flowing out of them. It was clear just how much the very idea of being unable to notice her friends being replaced broke her, as any sort of friendship-borne protectiveness was completely absent from her, with nothing but a deep well of shame and sadness she now wallowed in.

However, Trixie seemed intent on doing something about that, as, with a flick of her magic, she summoned back that massive glowing red tentacle from before, coming out of a portal in the floor between Twilight and her friends and pointed toward the downcast mare, making her eyes slowly open to see it. Unlike the sheer horror like she showed toward her friends before, Twilight barely even responded to it.

“So, Sparkle,” Trixie spoke to her in her horridly sadistic tone, “Trixie would like to give you a choice here; you may pick yourself up and attempt to fight for your deluded belief that you and yours are heroes--which we all know how that’s going to end, or...” She paused, likely just for dramatic effect, “You can give up, give in, and join all of your friends is lustful bliss.”

Twilight still didn’t really respond, only faint twitches in her ears saying she could hear what Trixie was telling her. She seemed like she had already completely given up, but Trixie decided to add, “It’s your choice, Sparkle.”

Starlight let Twilight stare up hopelessly at the massive tentacle as she herself had other worries, and swiftly and aggressively voiced them to Trixie, “Why the hell are you trying to get her to join you?! I’m the one who actually took care of the fucking princesses, and I got to her first!”

Trixie looked over at the other unicorn and seemed to consider what was said, looked up in thought for a moment, then finally spoke, “Well, perhaps we could combine both of our little groups. It wouldn’t do well to have these two batches of false gods and their friendship-vigilante subordinates separate, no?”

“I- what?” Starlight sputtered, the apparent sudden change in topic throwing her off.

Trixie let the other mare’s mind stew for a few seconds, but did decide to give her mercy and said, “Well, perhaps it can be dealt with later. It doesn’t matter too much right now, after all.”

Her mind catching back up, Starlight quickly starting fuming at what was said, and turned her sight back to the depressed alicorn laying on the floor. Taking matters into her own hooves, she deftly rebuilt that spell she had used to capture Twilight earlier and fired it off to summon back her own set of aqua tentacles from the floor right behind the mare, and without any of the sadistic ‘honour’ Trixie gave her, had the tentacles picked her up by the hind legs and shoved a couple into her rear orifices, and she shouted over at Trixie, “It certainly DOES fucking matter right now!”

However, Trixie wasn’t about to let her own plan go awry, and led her own huge tentacle to dart forward and wrap around Twilight’s barrel and stuff itself right down into her maw while the pony hardly did anything to fight back. “Are you challenging Trixie?” The unicorn asked, raising an eyebrow over at her would-be opponent.

“You’re not fucking taking my revenge away from me,” Starlight spat back, holding her captive steady.

Trixie looked back with some laughter in her eyes, irritating the other pony even further, but she did eventually nod in acceptance and state, “Very well. Trixie will tone down her power to give you a fair fight.”

Starlight growled at the condescension, but didn’t say anything as she had her tentacles tighten further around Twilight’s legs while the two in her pussy and ponut started thrusting at opposite polarities like the first time they screwed her. In response, Trixie let the bindings around their captive’s horn and wings vanish, and grabbed the latter with her magic to spread them out, all while making her own tentacle warp and shift, and then split at the head into four separate tendrils that were all still connected about halfway up. Each of those tendrils then moved towards a different part of Twilight’s body, one towards her maw, another around her horn, and the two others approaching each of her wings, and they all in tandem started slowly stroking around or across those parts, with the one near her mouth stroking its slick surface lustfully across her lips.

The alicorn could just barely be heard moaning and grunting under the repeated slaps and shlicks of tentacles pounding into her rear, but they were devoid of any passion or lust as her mind remained in turmoil, with both of her captors eager to fill that void with their wills. Starlight was trying her damndest to force every nerve in Twilight’s love tunnels to blister so that she could fall to her own side, but Trixie was slower and more confident, and she then had the two tentacles sliding around carefully across the lavender wings spread and smear out at the tip, becoming more a brush that smothered dozens of feathers with each slow, lascivious stroke. The other two soon changed as well, the one around Twilight’s horn into a soft ribbon of sorts that wrapped multiple times around its smooth length and stroked light across the grooves that spiraled around it, and the other nearer her maw decided to finally press into the seam between her lips and slowly force itself into her mouth, wiggling around to tickle its inside as it found its way towards her throat and then, with a light prod to make sure the mare herself knew of its plan, speared its way inside.

Twilight’s moans picked up a bit in volume and frequency when her wings got tended to, though they were still quite devoid of lust, but they did start to become a bit calmer as her horn became ensnared and its grooves caressed. Those moans and grunts were obviously muffled when the last tentacle went into her mouth, but the sensations of used in such a way made a sigh escape her nostrils, and it sounded almost... loving?

That noise only made Starlight more infuriated, and she focused harder on pistoning her tentacles faster and harder in and out of Twilight’s pussy and ponut, causing it all to make more noise as each of those tunnels were stretched vigorously and started to spit out some of their juices.

Trixie, meanwhile, continued guiding her own tentacles a measured pace, and she looked sideways over at her competitor with a smug, amused grin for some seconds before deciding to break the verbal silence, “For as eager as you are, Starlight, Trixie can tell you haven’t really done this before. It seems as though you’ve barely even had sex before, even if you certainly have when you took the princesses...”

“I’ve had more sex than you can dream of, bitch,” Starlight replied with terse anger, eyes still focused ahead on her charge as she added, “I took control of an entire town and normalized sex enough to practically make everyone part of giant harem--” Glancing for a moment at the other mare, she cut off any reply by stating, “And don’t fucking say you didn’t already know about that place, stalker.”

Raising an eyebrow in further amusement while the other unicorn turned back to their captive, Trixie turned her own gaze back as well and responded, “Rather impressive, Starlight. Perhaps if you weren’t so stubborn, we could work together and take other world leaders under our control rather than fighting like this.”

Starlight chose not to respond, instead keeping her attention on the mare in their grasp, focusing on keeping that intense plowing into Twilight’s rear while she ignored her opponent’s careful strokes across the other sensitive areas across her body, with the one in her maw slowly thrusting in and out to give the mare time to adjust and prevent her from gagging as much. However, she was still gagging occasionally between her moans and grunts, and the contrast between those two differing sensations across and inside her body perhaps were stimulating than the sum of their parts...

“Trixie has seen quite a lot in her travels,” Trixie seemingly non-sequitured as she shifted her tentacles’ actions a bit, the ones near Twilight’s wings going to stroke up and down their upper edges while the ribbon around her horn started softly pumping up and down it. “She’s been to many other nations, and has seen some quite sexy rulers that she may like to take as her own,” Trixie continued, glancing back to the other unicorn, “While the true Lord of Dragons may be untamable, his daughter is quite powerful in her own right, and Trixie can imagine just how firm and hot she must be down there...

“That’s to say nothing of the actually flaming eastern dragons, but if you want a fight, there’d be no better place to look than Gryphonstone...” She kept going, nearly sounding like she was telling a story at this point, hardly caring of the noises of her captive or the ever-rising anger of her competitor, “While their nation may be fractured and leaderless, there does seem to be an attempt at regaining order, and at the top it all is a strong and feisty hen that may never admit how much she needs her holes loosened...”

Over the noise of Trixie talking, Starlight could hear Twilight’s moaning picking up in speed, and she ignored any distraction and sped up the intense rhythm of her tentacles plowing into the mare. Trixie, though, did not stop in her musing, as she looked back towards her charge and moved on to say, “Trixie must say though, that one of the most interesting ones she found was in a small village in the middle of nowhere, with a race of what are known as Kirins led by a quiet and elegant mare. However, one ought to be careful around her and hers, for aggravating a Kirin will only cause them to burst into flames amidst a raging fury...”

Trixie did finally stop as she seemed to notice just how close Twilight was getting to finishing, and her magic gripped the alicorn a bit firmer and thrusted into her throat a bit faster to ramp up her own side of the tension, though she was far more causal about than her opponent, who was focusing with so much intent and fervor that she looked like was about to pop a vein in her forehead.

With that more tender care on her front and the rather manic plowing into her rear, it was only a matter of time before Twilight came, and that time came sooner than either of the other mares expected, and it was also with a intensity that exceeded their expectations. Starlight’s tentacles got squeezed tightly by Twilight’s snatch and anus so hard it prevented either from moving, and from between the slightest seam around those tentacles spouted a near fountain of marecum. Trixie’s tendril’s were not spared the zeal either, as the one shoved down her throat got gripped firmer by said throat and vibrated by the volume of the muffled scream that came through it, all while her wings jutted out harder and spasmed harshly and her horn crackled and shot out magic sparks powerful enough to smash into the walls and shelves of the room they were in and scorch them.

Both unicorns pulled back in surprise at how unbelievably pent-up their captive must’ve been to get this level of reaction, and even after they had recovered, the muffled scream that was nearly high-pitched enough to go beyond their range of hearing kept their ears folded down to protect themselves. The magic blasts coming from Twilight’s horn luckily weren’t aimed at them, but they could plainly see the immense rapture blitzing through the alicorn’s mind with how much havoc it wrought on the room, and the spray of jizz coming from her pussy quickly became a small puddle that shimmered visibly over the otherwise pristine crystal floor.

Eventually, though, it did all come to an end, and Twilight’s voice faded while her spooge stopped spraying, and fell limp in the tentacles’ grasp, seemingly utterly exhausted from her orgasm. Starlight sought answers from her and immediately grabbed the tendril stuffed into her mouth with her aqua magic and practically ripped it out, with Trixie looking at her curiously. Starlight, however, only went up to Twilight’s face and saw her eyes were closes, and then swiftly slapped it with her hoof to get her attention, though didn’t get a response.

“She’s knocked out,” The unicorn said simply, to which Trixie replied with a quick ‘hm’ of understanding.

There was a long silence that came after, the tense air only broken by Starlight’s laboured breathing and the faint dripping of Twilight’s marecum onto the floor below, but Trixie sought to end it by questioning the other conscious mare, “Well?”

Though rather infuriated with the unicorn, Starlight still was able to tell what was implicitly asked of her, and responded, “I was going to see who broke her and which one of us won, but...”

Trixie snorted lightly in amusement, and nearly jested, “You really saw as a competition, didn’t you?”

“‘Cuz it fucking was,” Starlight spat back at her, and turned around to face her with rage in her eyes, and she stated with wrath in her voice, “But without an answer from her, I’ll guess I’ll have to settle this a little differently.”

As soon as Trixie opened her mouth to retort, Starlight charged a blast in her horn and sprinted toward the other mare with murderous intent, but Trixie just casually grabbed her with her magic and bound her arms and horn with the same magic she did to Twilight, letting both her and her opponent’s magical tentacles holding up the alicorn fade out of existence.

“Now, now, Starlight; have some honour,” Trixie said condescendingly to the unicorn in her grasp, who was wilding flailing with rage in a vain attempt to free herself. Lighting up a bit more of her magic, she then grabbed Twilight in it and swiftly teleported her away, likely to the same place her friends were kept, and continued, “You really ought to respect our ‘agreement’, but... if you really are so eager to break those rules and fight Trixie, then perhaps it would be best to take this somewhere else.

“Don’t worry, though,” She continued in that ever-smug and mocking tone, “Trixie will take off this amulet to give us a fair fight when we’re there.” Smirking a bit harder, Trixie flared her magic once more and lit the glow around both herself and Starlight, then teleported them both away, leaving the massive room they were in barren but for the mess they had made, and keeping the fate of Twilight and her friends up in the air.

At least they could keep themselves entertained with each other in the meantime within the castle’s basement.

Author's Note

Finally got this done to due the commissioner coming back and asking me to finish it.

This chapter is a bit different to the rest, focusing less on the struggle for Twilight’s mind and more on competition between Starlight and Trixie, and the kinks brought thereby.

A lot of that is due to the massive time disparity between this chapter and the previous ones, and how my thoughts towards mind-control and mind-break have since changed, though I’m still rather satisfied with just having this thing completed.