Mental Re-Make

by EpicGamer10075

Rating: mature
Tags: My Little Pony: Friendship is Magic, Starlight Glimmer, Porn, Sex, Fetish, Profanity, Non-consensual
Length: 38948

Starlight develops a vendetta against the pony who liberated her village, making her find a spell that will help bend the princess to her desires.

After Starlight Glimmer’s village gets wrestled out from her grasp, she develops a vendetta against the pony who did it. She soon finds something that will help her get back at this Twilight Sparkle, and reform her into something far more conducive to her desires.

A mind-control/harem clopfic with Starlight gaining control of the princesses

Kinks by Chapter:
0: Masturbation
1: Mind Control (slow to start), Lesbian, Spanking, Bondage (light)
2: Mind Control (slow to start), Lesbian, Spanking
3: Mind Control (slow to start), Threesome (MFF), Anal, Rimming, Tribbing
4: Mind Control, Lesbian, Hornplay
5: Mind Control, Facesitting, Rimming, Threesome (FFF), Incest (kissing), Teats, Sixty-Nine (MF)
6: Tentacles (Oral, Anal, Vaginal, Bondage, Hornjob), Mildly Excessive Marecum, Mind-Break, Sex Competition

Commission by superfun

Published 2021-02-05 02:10:00 UTC
Last updated 2022-12-30 20:02:56 UTC

Chapter 0: Fogged Minds

In an abandoned town with a mere two rows of houses, only one house showed signs of life. The closed curtains on the second floor of this house let a few small streaks of light pepper the bedroom inside, faintly lighting the lilac coat and heliotrope mane of the unicorn who lay in the darkly-themed room, seething in her reminiscence.

“How dare she...” Starlight Glimmer muttered, shaking slightly and breathing heavily with rage. “How dare she,” She repeated, her volume picking up as she recalled that one day where she lost everything she had been building up to for so long, and all to a bunch of peppy losers led by an obsessive nerd. “How dare she impress her values onto my society and brainwash them into her beliefs!” She shouted as she shot up, her blazing fury forcing her to move and hop onto the floor, stomping around in a circle with the inability to control her energy. “WHAT GIVES HER THE RIGHT?!!” She roared, stamping her forehooves with enough power to slightly shake the furniture.

“She thinks that friendship bullshit is going to save the world, huh?” The mare asked in anger and disbelief. “She sees the world as that black and white; who the fuck thought it was a good idea to make her a princess?!” She yelled, the rage at that oh-so-happy purple alicorn having not subsided in the slightest since the day before.

“Probably the other princesses; they’re the only ones that know how...” She grumbled, looking down while pacing with heavy hooves, leading her to scoff and continue, “...and of course they’d only encourage the elites to jerk each other off while the rest of us fucking suffer!”

The magically-inclined unicorn stopped and looked to the window as she thought further on the rest of the world, or rather, how that stupid princess would make it all worse. “That the only way you know how to use your power?” She sneered, “Be a superhero who causes so much chaos and doesn’t give a shit about what happens below her?” She let out a mix between a scoff and a sigh and continued, “If I had that much power, I’d actually fucking care about the little ponies and try to make sure that they don’t fucking suffer!” She stomped the floor again, then paced for a few more seconds before sighing exhaustedly and trotting to her bed to rest her tired, pace-worn hooves.

“Unfortunately, that’s never going to happen...” Starlight mumbled while laying on her barrel and shoving her muzzle into her pillow. “Cause the elites are only going to care about elites...” She sighed in exasperation, pausing in her thoughts for some time until a smirk grew on her face. “Unless I make them care... by controlling them...”

She started chuckling maliciously, and spun onto her back to face the ceiling. “If I managed to have her under under my control; all of that power under my control... That could make everyone else realize believe the truth!” She started ranting, words spilling from her mouth as her mind with wild with ideas. “That mare could be a pariah, leading others to come to us, and when she’s here, she could help stop them from how unimportant everything else is! She could help me...” Her thoughts went even more out of control with ideas of how useful having her, rolling through a day’s activities to see how much an alicorn under her control would help: She could help the truth spread and her village expand, making everypony happy when their not separated by their differences and ‘destinies’ in the early hours, she could help keep everypony from becoming delusional and trying to leave and the later hours, and in the later later hours...

The lilac mare gasped faintly in surprise and blushed in embarrassment at her own thoughts, but, no matter what, she couldn’t get that idea out of her head. That pleasing, enrapturing, lewd idea of using a literal Princess to sate her desires- it stuck in her mind, making her imagine all of what could be done with it. All the positions, the spells, the sounds, and the scents- oh Faust, the scents!

Starlight always had a thing for scents, and so when she dreamed of having sex with Celestia (as everypony had at least once), she imagined the most raunchy, powerful, and blazing smell of the Solar mare’s musk that would waft into her nostrils like a flame and burn into her mind, exploding her with pleasure at an incredible power while scorching a mark into her memories, never to be forgotten.

She also had to wash her sheets after that particular dream.

And so, when her mind went to that area again with those things involved, she felt the fire coming through her memories, kindling her loins and making her lower lips twitch with need. Getting so sidetracked so quickly made the pony blush heavily, but the flame within her still forced lustful exhales from her mouth. And when she remembered why she was thinking of the princesses in the first place...

“HNNNGG!!” Starlight moaned with a clenched-shut muzzle as her pussy became inflamed and started leaking fluids, her hind legs pressing together to try to smother the torturous blaze in her loins, yet it only made it all the worse. She let out a shuddering breath while turning onto her side, her body shivering with a need for that burning pleasure that her mind attempted to reject out of denial.

“N-no, I...” The mare started, but devolved into lustful pants that she attempted to reason with. ‘I-I don’t think of them that way,’ She said in her mind, though her torrid loins said differently. ‘I don’t think of their stupid bodies and long limbs, their perfectly soft coats and the soft flowers under their tails, or their long, huge horns that have so much power that can fuck me senseless when I have them under my hoof!’ She mentally yelled, but she quickly caught onto her words and the drenched lips between her thighs, making her groan in an unintelligible mix of frustration of pleasure as she shoved her face into the pillow again.

“I-I don’t w-want to fuck t-them,” The denying pony begun in incredibly aroused stutters, “A-and their big flanks, their s-strong limbs, and their HUGE FAT PUSSIES THAT SMELL SO GOOD AND- GAH!” She rented with increasing volume, turning into screaming until she cut herself when she realized her sex was creaming. She flipped onto her back and shouted in lustful frustration, “SWEET FAUST, YES I WANT TO FUCK THEM!!” A small orgasm rocked through her body when she said that, a sudden moan cutting off her further words as she shot up while her forehooves shot down into the frothing mess wetting the bed between her legs.

Starlight’s vociferous moans constantly battered the air as she ferociously rubbed at her pussy, her hooves working in tandem to press into and chafe along each of her lower lips, splattering fluids across her bed sheets and inner thighs. She felt a pressure rising within her, the harsh ministrations burning into her, making the tension in her loins grow tighter and hotter.

The lilac mare’s mind was awash in images of the deviant acts she so wished to perform with the Princesses; bending them to her will, making them obey her every command while insulting and demoralizing them like a common house pet. The lewd encounters that were brought forth out of those situations were so warm and wet, filled with the most intense musk imaginable while the harsh rutting at its source blazed her sex yet further in a mix of pleasure and pain.

Such actions soon made the unicorn scream out in ecstasy, her snatch erupting fluids in a gossamer waterfall with her hooves still smacking and rubbing away, her body shaking wildly as her mind was launched into an ocean of bliss. Time had no consequence is this sweltering realm, for the blaze that suffused her body drowned her thoughts and suffocated her senses, leaving hot, torrential pleasure as the only thing she could feel.

In some time she did come down though, her exhausted body falling backwards and resting upon the warm and wetted covers, her sore hooves leaving her sorer sex to land at her sides. She huffed and puffed as her mind slowly returned from rapture, the sauna-like bliss fading from her thoughts, letting them pick back up upon her surroundings; notably, the jizz her rump was squishing into.

A light gasp escaped Starlight’s lips as she noticed, though it turned into an exasperated sigh as she figured that yet again she would have to wash her sheets. Such was always the case around her Princess-related fantasies, no matter how much she wished it weren’t the case.

She sighed once more and asked herself, “Why do they have to be so sexy?” She hated the ideologies and mindsets of the Princesses–they only care about the friendship and happiness in their little bubble–but she couldn’t deny the appeal of their bodies. Their huge and powerful bodies, with strong and slender legs and thick, jiggly flanks; it was enough to drive anypony crazy, especially herself.

The periwinkle mare shuddered again and kept on her thoughts for a moment before realizing why she did so. “Oh no,” She muttered, then pushed herself up to see that, yes, she was indeed wet again. “Oh... da-amn it...” She said with wistful irritation, broken though by her lustful shivering.

Starlight turned to lay on her front, raising her rump in the air and this time flaring her aqua magic and grasping her labia with it, an aroused gasp leaving her before her she started running the magic along her lips in long, slow waves. She shoved her muzzle into her pillow to muffle her moans while she conjured up her imagination, fantasizing about the royal mares who enraptured her so.

In her mind, the unicorn lay on the expansive bed of Princess Celestia herself, whom was lapping thirstily at the dreamer’s snatch. She slurped and gulped loudly at the salacious fluids that poured from it, her hot and slippery tongue lathering the pink pussy with saliva while lightly grazing the insides, tickling the nerves there in the most pleasurable of ways.

“Mm! Mm-mh!” The pony moaned into her pillow, her hips jerking back and forth from the imagined and real pleasure as both sources worked in tandem to pleasure their master further. Musky fluids leaked from her sex, splattering onto the sheets as heat and tension rose within once more.

Starlight soon took her cyan aura and stretched it out, pushing into her depths in a serpentine motion, her mind imagining Celestia’s tongue doing the same. She felt the heat pressing around within her snatch, slithering about while slurping up the fluids that were pushed out, burgeoning the humid blaze that suffocated her.

The pressure within the lilac mare’s loins continued to rise, forcing moans from her mouth as the rubbing, writhing flame within in her sex tickled her in all the right ways, flooding such bliss into her mind that her body began to shiver and her magic started to waver. She would not have her pleasure lost though, so she furthered her magic to make several long and hot masses writhing about in her depths, the fantasy she thought it as becoming several tentacle-like tongues that lapped all around her tunnel.

The unicorn’s muzzle was forced open to let unintelligible moans escape amidst hot, heaving breaths and wet, splattering slobber, the work on her pussy removing any capability for keeping herself together. The heat tightened in her loins even more, becoming almost painful with its scorching pleasure, pressing her onto the cliff’s edge of sanity, though she needed just a bit more to shove off into the sea of orgasm.

That little bit came when the real magic and fantasized tongues pushed outward, stretching her love tunnel out in a blazing mix of agony and ecstasy that finally broke the dam holding back the flood of pleasure, which quickly drowned her mind. A gurgling shriek begun, though did not finish as its progenitor’s voice broke with the overwhelming sensations, her sex splurting voluminous amounts of marecum and her horn sparked and blasted arcane firecrackers around her room with enough power to fill it with flashes of white and blue and loud crackles of shattered air.

Starlight’s sense were nullified even more than the previous orgasm, bringing her to the brink of unconsciousness; such was the power of those Princess-related fantasies. The humid blaze of pleasure was the only thing she felt, suffusing her entire being evenly while keeping the flow of time and the surroundings in space an utter unknown to her. Yet, in reality, space and time did still exist, so the orgasming mare continued to so do through the latter while her horn left several scorch marks around the room from its blasting in the former.

The blissful realm soon gave way to an empty void, the lilac mare finally coming down from her high to thump onto her sheets, just laying there in the limbo between cognizance and sleep. She did eventually fully wake, a long inhale followed by her eyes opening to see the pillow her muzzle was pressed into, and had slobbered all over. A quick gasp escaped her and she started to push up with her forehooves, though she stopped when she felt the puddle of jizz her hips were laying in.

The mare sighed in exasperation, heaving breaths of exhaustion following it as she lay back down in her fluids, her mind slowly treading back to think upon its past thoughts. “Why do you have to be like this, Starlight?” She asked herself in a tired mutter, “Why do you have to love their bodies so much while you hate their minds?” She sighed and glowered at her brain, bewildered by how inconsistent it was.

“Well,” Starlight started after some time, “At least this plan will solve that.” She thought back upon that plan to control those mare whom she felt unworthy of their power, and chuckled maliciously. “They won’t be a problem any more; they’ll be too busy serving me!” She laughed again before continuing wistfully, “All that power under my righteous control...” She bathed in that thought, that lovely thought of total success and getting everything she deserved, making the Princesses bow to her…

A tingle in her loins shot her eyes wide open– she knew why that was. She tried to suppress it, but it did not go away, no matter how much she tried to think on other things.

“Oh... Faust damn it,” She said before going off to finish herself yet again.

Chapter 1: Controlled Testing

The first thing Wind Sweep awoke to was the soft scent of lavender permeating her room, the early morning sun peaking through the curtains and warming her amethyst face and indigo mane. She clutched the fluffy grey blanket tighter to her barrel in an attempt to go back to her wonderful dreams, but the incessant light eventually forced her to assent.

Wind’s cool rose eyes soon fluttered open, and she fully woke up with a loud yawn as she stretched her forelegs and deep cerise wings, then slid out of her bed to land on the thick carpet. She rubbed her eyes while walking over to the wall-height windows before pulling the curtains open, flooding the room in a bright light that made her clench her eyes quickly. She soon peeked them back open and saw the sun right above the horizon, blazing gloriously amidst the light blue sky.

The pegasus sighed softly after a few moments of getting used to the light and opened the window to step out onto the balcony, then trotted over to the railing to rest her forelegs on it. She looked out at the cityscape of Fillydelphia, admiring the mix of natural and artificial scenery below from her room high in the Ritz-Marelton.

As nice as it was to serve as a maid under Princess Luna, the expansive and impeccably clean and proper Canterlot Castle got a bit dreary after a while, and so this vacation served as a nice breath of fresh air- quite literally as she was finding out. The warm air of early morning breezed lightly across her face as she gazed around the city, a deep inhale flooding her nostrils with the clean, pure air that she knew to have no rival.

Wind may have been content to bathe in the freshness forever, but she remembered that it was not the only thing she wanted to do in the city. She turned around with a pleasant smile and cantered back into her room, glancing to the clock to see it read ‘7:09’ before continuing to the washroom. The mare brushed her teeth and rinsed her mouth before hopping in the shower, her cleanliness rejecting the possibility of leaving herself as disheveled and smelly as she was when getting out of bed.

Around a quarter of an hour later, the purple pegasus got out of the shower and took a towel to dry herself off, humming a light tune as she did so. She tossed the towel in a bin while matting down her coat and took a brush to her mane, running the fibers through her indigo and mulberry hairs to restore them to their usual resplendent waterfall, then she did the same with her tail.

Wind then trotted gaily back into the main room, her humming continuing while she went to grab her saddlebags off the dresser. She pulled everything out of the saddlebags she didn’t bother to yesterday, each item smoothly removed with forehooves and either put into or laid on top of the dresser for later organization.

That later didn’t come just yet, though, as she was soon startled by a knock at the door, forcing her head to shoot up as a light gasp from her lips. She placed the book she was holding onto the dresser and begun to tentatively walk over to the door, unsure of who would be here this early in the morning.

When the maid looked through the peephole, she saw a lilac unicorn mare with a heliotrope and aqua mane staring back with an impassive expression. Slightly worried, Wind cracked open the door enough to see the pony face-to-face.

“Uhm, can I help you?” She asked quietly.

“You are Wind Sweep, correct?” The mare responded civilly, to which the pegasus gave a small nod and noise of assent. “My name is Starlight Glimmer, and I have something to talk about with you. May I enter?” She finished with a slightly worried expression, seeming to just now feel how blunt her approach was.

“U-um... sure?” Wind replied hesitantly, backing up a few paces to let the unicorn enter.

Noticing the maid’s unease, Starlight adopted a small smile and said, “Don’t worry; this will be quick.” The other mare gave a small nod and let her gather her thoughts for a moment before starting, “What do you think about Twilight Sparkle?”

“The Princess?” The amethyst pony asked, and got a nod in response. “Well, um... I don’t know her personally, but from what I’ve heard, she’s an incredibly friendly pony. I-I mean she is the Princess of it, after all,” She said with a slight giggle, “But, um, she’s also very smart, and maybe a little crazy around books?” She giggled again, and gained a small blush as she continued, “She can get a little excited about some things, but she’s very good at heart and always tries her best.”

The unicorn was looking upward in thought at the response, making Wind nervously respond, “Uhm, is that enough?”

Starlight slowly nodded while remaining looking upward for several more seconds, then looked back at the other pony and said, “Well, I’m not all too sure she’s that altruistic.”

“Um, w-what do you mean?” The maid asked, rather startled and confused at the accusation.

“Don’t you think it’s a little weird that she seems so perfect, that everypony loves her so much, that all she did was on Celestia’s behest?” The pink mare asked conspiratorially, like she was attempting to undermine somepony’s beliefs.

“U-um, a-are you trying to get me in a cult?” Wind stuttered, but held a defiant tone regardless. “B-because I don’t want to do anything like that...”

Starlight gave a small grin and replied, “No, nothing like that. Not anymore, anyway.” The pegasus still looked nervous and defiant, though she now held some confusion, leaving the other mare to add, “I did have a group at one point, but not any more... Because, of, her.”

She turned to the darker mare and continued, “I do not like how she impresses her values on everypony else. She goes on adventures to have fun with her own friends while brainwashing every creature she comes across to follow her beliefs. Does that sound like a hero to you? Does that even sound like a good being to you?”

Wind started shuddering, now rather terrified of the aggressive unicorn before her. “U-um, but she’s trying to help people,” She started, wincing slightly as the grey-blue eyes opposite her narrowed in enmity, “A-and preventing them from b-being so bad...”

“Are you really so sure about that?” Starlight asked spitefully, “Are you really so sure that her friendship is going to solve everything? Because, let me tell you; it won’t. It hasn’t. It’s already caused so many problems by having them go across the world and blow existing institutions up so that they can replace them with a loosely defined and horridly exploitable world of ‘friendship’, and all to satisfy their own narcissistic desires.”

“U-um, b-but...” The timid pony sputtered, trying to process everything she was told and attempting desperately to refute it all, but she couldn’t think of anything before the lilac mare cut her off.

“Bah, it doesn’t matter what you think; it doesn’t matter what anypony thinks, I’m going to rectify it,” She said with antipathetic ardour and a hoof-stomp on the floor. “I’m going to take their minds and shove them through the shredder, turning them into mindless fools that won’t be able to spread any more lies,” The mad mare begun with a passionate sneer as she stared into the maid’s eyes, “I’m going to fuck with their minds and see how they like it. I am going to rid this world of their tyranny and turn them into my pets, and nopony is going to stop me.”

Wind began shaking uncontrollably as she looked back into those corrupt and deranged eyes, but managed to stutter out, “B-but w-why are you t-telling me this?”

“Because...” Starlight replied, her horn glowed a murky cyan as her smile grew into a truly evil grin, “You’re my test subject.”

All of sudden, the pegasus felt something begin to cloud her mind, fogging her thoughts and making her feel rather dizzy. “O-oh gosh...” She moaned while pressing a hoof to her forehead, stumbling forward slightly as she tried to put her thoughts back together, but to no avail.

The heliotope-maned unicorn laughed vilely as she pushed her magic further into the other mare’s mind, tearing apart her morals and breaking her will. Wind’s disorientation made her fall back onto her plot, grunting with a slight ‘Oomph!’ and leaving her to still cradle her head while it swayed. “Wha-what...” She sputtered as she looked back towards the other pony, having to squint to try to clear the blurry pink shape, but her focus on it only made her lean too far forward. She let out a small ‘Eep!’ as she fell onto forward, her wings automatically flaring out to try to help, but her lack their lack of coordination and strength left her to fall onto her barrel, her lower jaw being laid across the carpet and her eyes beginning to fill with water as she felt the suffocating haze blur her mind ever further.

Starlight laughed even more at the pathetic mare before her, but some part of her mind still found her incredibly cute. That part also reminded her of the ultimate reason she wanted to do this in the first place; to tame the alicorns and make them her pets, an idea with so much lust that she couldn’t not do it, even if her chance at it seemed futile. That lust was coming back to her as she gazed at the dazed maid before her, her helpless stumbling and sputtering lighting a fire in her loins.

The unicorn trotted around the fallen mare, the deep cerise wings splayed around her withers spreading her form out, limp though they were. When her backside came into view, the indigo and mulberry tail were seen splashed down between her hind legs, covering the treasure that would grant so much pleasure. An aqua aura soon flared and surrounded the tail, flicking it to the side to expose a dark purple pussy, its labia puffing out with a scintillating pink that enraptured the staring mare, who licked her lips lasciviously and imagined the glistening marecum that would flood from it at her command.

The voluptuous mound betwixt her own hind legs began to leak, the fluid spreading across its surface, rendering it sensitive to the slight wind from the still-open window, making her gasp as she was pulled out of her thoughts. She glanced down between her legs to see the juice dripping onto the carpet, but quickly looked back up at the still-dry snatch before her and bit her lip as she went to the next step of her plan.

The unicorn’s legs moved her forward, guiding her muzzle to rest before the purple pussy of the fallen pegasus while her breaths began to pick up in volume. Those heaving breaths were soon able to tingle the maid’s sex, fluids beginning to drip from it and a shock of pleasure rocking though its owner’s body, forcing a loud gasp from her mouth as the fuzz within her mind started to infuse with lust.

Juices started to drip from Wind’s pussy and they quickly wetted its surface, its labia began to wink and pulsate and clitoris peeking and throbbing with need as lust started to overwhelm her, vociferous moans and pattering wing-beats breaking the air. The lilac mare became enraptured once more, the visage of the fluids pouring and splashing from the needy pussy along with the salacious scent of the musk that she knew she was causing made her own sex trickle a river of fluids down her legs.

Starlight’s thirst seemed more than figurative as she poked out her tongue and crept it towards the leaky lusciousness before her, soon making contact with another exaggerated gasp/moan being heard from the jittering mare. A slow lick sent her senses even further into oblivion, stuttering and gasping profanities bursting from her mouth as her limbs shook vigorously with the uncontainable lustful energy.

More licks were made, the liquid staining the unicorn’s tongue and filling her mouth with the most sensual taste while the maid shook and moaned ever more violently, the haze that once dizzied her now entrapping her in a world of bliss. A winding spring was felt in her loins as her mind was left astray, the mental reigns tangling her consciousness into an explosive orgasm that couldn’t come soon enough.

Such power was felt more subtly in Starlight, a faint pressure that had yet to make much of an impression could be felt between her legs, though she was far more invested in melting the mind of the cute mare before her. The high-pitched moans and mutterings sounded nearly like squeaks while the chaotic motions of her body suggested innocence- the adorableness of this pony could not go understated, and the image of her utterly under the periwinkle pony’s control tickled her lust in a way nothing else could. Such lust forced her tongue deeper into the lewd cavern, writhing with enough vigour to brush its entire circumference, even more fluids pouring into her mouth while the pleasure tightened the spring within the receiving mare to its fullest extent, before suddenly snapping.

Wind’s moans turned into screams of pleasure, her limbs vibrating as her mind was drowned in pleasure, senses unable to feel anything beyond the thunderous bliss rocking through her body. Her sex squirted liquids with even higher volume, matting the mare below’s face in it as she lapped thirstily, taking in as much as she could before each occasional swallow. It felt like hours trapped within the bliss as the air was rocked by flutters of wings and slaps of flesh, but it did eventually come to an end, both ponies still laid in the sea of sex.

Senses did soon return to the lilac unicorn, her tongue exhausted and her muzzle drenched, but her own sex still dripped with need. She lifted herself with a grunt, then stepped around the maid, whom lay there with her mind being bent by magic into a lustful pet, only existing to serve its master. Grey-blue eyes gazed into their rose counterparts, watching the occasional blink as her outer self was left void for a moment, mindsets battling for dominance if a fight that was far from fair.

The pegasus’s eyes soon showed life, and when they looked up at the other pony’s, they held a faint reverence, though it stood under layers of confusion.

“U-um...” Wind started, raspy. She cleared her throat before retrying, “Um, hello...?”

“Don’t you remember who I am?” Starlight asked, somewhat stern in an attempt to polish her pet’s mind, though was tinted by her lustful panting.

The maid looked down in thought, memories tangled in her mind. “Um...” She muttered, squinting in concentration as she grasped ahold of a thought and quickly pulled it into her conscious memory. “Oh! Starlight, right?” She asked, looking up to the other mare with a hopeful, if fragile expression.

“Not quite,” The unicorn stated, a smug grin arising on her face.

Wind gasped faintly and started sputtering, “B-but, um...” She bit her lip in concentration, looking down again to try to grasp how she was wrong.

“You don’t remember me?” Starlight asked after a moment with stern disapproval.

The maid looked up with guilt and fear written on her face, and started, “Um, I-I don’t think so...?”

A evil grin on the pink mare’s face, and she paused a moment before replying, “I am your Mistress.”

Wind released another gasp as her eyes grew wide, shock and confusion overtaking her. “‘M-mistress’?” She asked, and while she gained a warm sense of belonging, her bewilderment was too great to let it take her.

“That’s right,” The supposed Mistress responded, “And you are my pet, my slave, and you must obey everything I demand of you.”

Starlight’s stern tone and commanding words launched the pegasus further into shock, but inwardly, they reminded her of something. Her body was left unmoving as her thoughts went haywire, memories flying by and getting tangled in the web of consciousness, only to get released when they didn’t show the feeling she was searching for. After some time though, something fell into place- a memory of a past serving the unicorn- leaving thoughts to cascade upon each other to slowly congeal into a fully-fledged story; the story of her and her Mistress.

An elongated gasp was made as Wind, the maid/pet, was pulled from her thoughts, and she focused back up onto the mare before her with an expression of reverence and love. “Mistress!” She exclaimed, hopping to her hooves and darting forward to hug the other pony. She felt fluffy and warm in the unicorn’s embrace, like she was melting slightly to conform to whatever was wanted of her, but the bliss soon parted enough to let her realize she wasn’t being hugged back.

The amethyst mare pulled back slightly, letting her view her Mistress’s face, which bore a look a mild contempt and disappointment. She quickly realized why, and gasped while shooting back further, deliberately keeping her hooves to herself.

“I-I’m sorry!” She shouted, turning partially away to hide the blush of embarrassment blazing across her cheeks. “I-I don’t what got into me!”

“That’s not the problem,” Starlight said flatly, prompting her pet to look back to her in confusion.

“B-but, um...” Wind stuttered in perplexment, her blush faintly fading as she thought over her actions for several seconds, pulling her eyes away from the unicorn.

Said unicorn wouldn’t have that for long, though, as she soon grasped the other mare’s muzzle with her magic to push their faces together, then looked the other mare dead in the eyes and stated, “You didn’t remember me.”

The timid pony gasped loudly and blushed heavily again. “I-I’m sorry, Mistress!” She shouted and pulled away with frenzied guilt. “I-I didn’t what was happening; i-it was all fuzzy a-and I couldn’t remember anything!”

“Maybe, maybe not. But, regardless, you will need to be punished,” Starlight stated, getting a look of shock from the maid, but it quickly devolved into one of somber acceptance.

“I, um... I-I’m sorry. You may... punish your pet-” Her cheeks reddened even more at the word, “-for her transgressions.”

A sadistic smirk appeared on the lilac muzzle. “Good,” Its owner said, “In that case, turn around and raise your rump; I believe some spankings are in order.”

Wind’s blush grew yet brighter at the command, but she quickly obliged, spinning around and collapsing her forelegs to the floor to let her rump hang as high in the air as possible without using her wings.

However, that wasn’t good enough. “Why are you hiding your pussy?” The Mistress asked sternly, to which her pet merely moved her tail away from her flanks, her hidden expression a show of utter embarrassment. “Now then,” She started, gazing at the puffy rose snatch, still coated with juices from its previous orgasm and glistening tantalizingly in the sunlight. She licked her lips at the sight, but did not deviate from her mission; instead, she crafted an aqua paddle with her magic and slowly moved it towards the plush purple plot that lay before her.

The maid was bracing for impact, her muzzle pushed into the carpeted flooring and her rump deliberately untensed, and so when the paddle was lightly brushed across her rump cheeks, she immediately whimpered and started shivering from fear and embarrassment. The weapon of ass destruction continued to softly skim the indigo fur for several seconds, the sensual sensation making the flank muscles twitch madly, the plush jiggling in a slight, though no less enticing manner.

The teasing did stop soon enough though, and the paddle floated away for a few moments... only to come back with a vengeance. “EEP!” Wind shouted as it smacked into her backside, a resounding ‘SMACK’ echoing throughout the room as her cheeks started to burn. “EEK!” She exclaimed again as another smack burned her cheeks further. “GAH!” She gasped as one more came, the pain beginning to affect her mind, though she was left alone for some moments.

“O-oh gosh...” The pegasus muttered, feeling the pain in her plot and a faint breeze on her sex, the latter of which told her of the arousal beginning to wet her lower lips, brightening her blush yet further. She could practically feel her Mistress’s gaze on her backside, licking her lips lavisciously at the luscious scent that permeated the room. She didn’t have long, though, before another smack rocked her flanks, pulling her mind towards its pain once more.

Many more blows landed, each stacking more pain onto the purple cheeks and making them turn red, their owner howling in a mix of pleasure and pain. The maid’s legs were spasming, her wings half-extended and twitching, and her sex nearly frothing in juices as she was enflamed with incredible lust, her mind drowning in a torrent of pleasure.

The spanking across Wind’s rump ended for a moment, the overwhelming bliss preventing her from telling the difference, but the paddle soon found a new target: her pussy.

“EEEEEEEEEEEEEEEEEEEEEEE!!!” The indigo filly squealed as a hearty strike burned into her sex, her mind now ultimately flooded with pleasure as her whole body convulsed in ecstasy. The fluids gushing from her pussy got splattered away with the strike, though its flow increased to quickly make up the difference, musky gossamer liquid splurting out in a quick stream.

“Naughty pet; l-liking our punishment, are we?” Starlight said, her voice somewhat breaking with pants of lust. Her gaze was fixed on the gushing marecum, its glistening visage and delicious scent forcing her towards the twitching and pulsating mound with her tongue extended.

“EEEEEEEEE-EEE-EE--!!!” The maid shrieked as she felt a lick across her folds, her voice breaking up from the euphoria while the warm and wet sensation began to get even more intense with her Mistress’s mouth closing even further on it. The warm became hot and the wet drenched as lilac lips were planted around her purple pussy, the tongue previously pressing upon it now pressing into it, filling her with a pleasure that inflamed her torrid sex and brought her to the precipice of ultimate orgasm.

Such an orgasm did come when the mouth around her sex inhaled, a vacuum being left to stretch her lips while the tongue flicked down onto the clit, the unfathomable pleasure finally pushing her off the edge and making her scream out in sexual glee. Her body writhed intensely as her orgasm took her; her legs in paroxysm and her wings stiff and vibrating, and all the while her mind was left in a sea of pleasure that blinded her in all forms to reality.

It could’ve been seconds, minutes, or even hours before the sea began to fade- though it turned not back into the real world, but an abyss of nothingness. The electrifying buzz of pleasure slowly evanesced under the pressure of the void, her consciousness abating as her body started to go limp, leaving the final thing she felt to be a muted and muddied thump of her body on the floor.

Starlight, on the other hoof, was left unsatisfied. Her sex was dripping heavily and she was surrounded by the scent of the blacked-out maid before her, made even worse by the liquid that stained and wet her muzzle. Her ears were lightly ringing as well from the high-pitched squealing that previously rocked the air, making her have to closed her eyes and slow her movements while cutting off her magic to let the ringing die.

The aqua paddle popped out of existence while the unicorn felt the faint pressure fade, allowing her eyes to open and her focus to return to the messy maid laying before her. She once again admired the cute mare, taking in her soft curves amongst her well-trimmed coat as well as her expertly preened wings and silky smooth mane and tail, the cool indigos and roses mixing together like a perfectly crafted portrait.

However, such beauty did nothing to sate her flaming lust, soon pulling her from her admiration and lighting her horn, magic manifesting around the pegasus’s tail and yanking back on it.

“Gwah!” Wind shrieked as she awoke, flailing for a moment with wide eyes and sputtering breaths. She calmed down for a moment, then glanced around the room in mild fear, her gaze soon finding her Mistress behind her. “Ah!” She shouted, cowering slightly behind her forelegs as she wailed, “I-I’m sorry, Mistress! I-I didn’t mean to pass out on you!”

“It’s fine...” Starlight replied while breathing heavily in lust, making her maid look back to her and whimper in worried confusion. “It may have been a little extreme on my part... but... it hardly matters; I don’t have the ability to care right now...” She panted out, then fell back onto her rump, getting a worried gasp from the other mare, but her hind legs spread far apart, exposing the enflamed and frothing sex beyond.

The timid pegasus gasped again at the sight, whispering ‘Oh, my...’ under her breath as she observed the fluids pouring out onto the carpet. She bit her lip and glanced up at the lilac mare’s face, questioning her plan of action.

“Well, go on then,” The unicorn said, looking back at the darker pony as she nodded faintly and turned her attention to the stewing snatch, slowly trotting towards it with her muzzle low and showing a timid, yet somewhat excited expression. When she was a few hooves away, her soft exhales from her nose tingled the sodden folds, making their owner shiver in delight. A short glance was thrown back to her Mistress to admire her sexually tantalized beauty before closing the distance between her lips and that naughty treasure.

“Mmmmmmmm...” Starlight moaned as the maid kissed her mound, the fluids spewing forth lathering her lips while she moved her mouth around slowly, peppering the slobbering sex with many soft kisses. “Ohhh-h-hh...” The receiving mare moaned again, shivering slightly with needy lust. The dark pegasus moved on to soft licks, the first of which brought a loud gasp from her Mistress and the following ones merely spiked her breathing, but she still kept it all soft, smooth, teasing…

“E-enough with the foreplay, pet...” The lilac pony started with a voice broken by lustful pants, prompting a small squeak from Wind as she timidly looked back up. “Just fucking FUCK me already!” She shouted, getting another squeak from the cute mare, who glanced between her Mistress’s face and pussy for a moment, then gave a small smile and begun to trot forward slowly.

“W-what are you doing?” The unicorn asked sternly, but couldn’t further her thoughts as an indigo face took up her vision, a heartfelt smile adorning her muzzle and small twitches of her half-closed wings telegraphed excitement. She leaned her head forward while closing her eyes, and pressed her lips to the mare below her’s.

Starlight gasped and her eyes widened as she felt warm and soft lips kiss her, expressing an emotion she had scarcely felt before, and one she had no intention of feeling here, her plans for the maid being only sexual. The pegasus soon pulled back and gave a gleeful, loving smile and said, “I love you, Mistress.”

The shocked unicorn had no time to think of those profound words before the pony above lowered her haunches, pushing their sexes together with a lewd smushing colouring the air. However, it was immediately outdone by the simultaneous moans of the mares that echoed throughout the room, one imbued with surprise and the other with delight. Those moans only grew in volume as their progenitors squished their pussies even more, rubbing them along each other’s folds and mixing their juices together while smearing them across their coats.

However, those moans soon became muffled when the maid ecstatically pressed her lips to her Mistress’s, expressing an unquantifiable love while her deep cerise wings wrapped around the other pony, the twitching brushing her coat in a tantalizing manner.

The heat building in the mares’ loins impassioned them yet further, their mouths opening to let their tongues wrestle with each other, lathering each other in their saliva with lewd slurps that echoed the ones lower down. They grabbed desperately at each other, stroking their coats to help satisfy the lust that permeated their entire bodies, yet it only served to increase it further.

The pressure of orgasm continued to rise, the ponies’ sexes beginning to be thrusted together, a slight wind chilling them as they went apart, leaving them desperate for the hot and musky return with a lewd splatting of their pussies colliding and squishing together, more fluids flinging off and matting their hind legs.

All of a sudden, Wind let out a short shout of pleasure into the other mare’s mouth, making her eyes open and quickly realize she was pressing a hoof into a sweaty, vibrating wing. She swiftly correlated the two events, and rubbed the wing even more while pressing into it, making the pegasus’s moans shoot up in volume while her eyes rolled up into her head for a moment.

Soon, the hard rubbing became a constant for the indigo pony- not one that she could fully get used to, but at least one that she could manage- and her eyes refocused, though now slightly above where her head was facing before. She beheld the lilac unicorn’s long and pointed horn, the spiraled groove faintly glowing with a dim aqua to make a beautiful array of colours that she couldn’t get out of her mind. However, the heady pressure on her wings mixed with the thought and a half-remembered tidbit about unicorns to give her an idea to help her Mistress achieve the pleasure she so desperately sought.

The purple pony’s tongue and hips kept up their ministrations while she reached a shaking hoof out, inching it closer to that tantalizing horn, and eventually making contact. A sudden shout and powerful burst of air forced their way into her throat as Starlight jolted at the pressure on her horn, though she quickly resumed her lewd actions, and started to press harder into her pet’s wings while rubbing them more vigourously. This encouraged the soft rubbing on her horn to strengthen, the dark hoof pushing harder and stroking faster, a blazing pressure making the spiral begin to glow with an arousal felt from hoof to tip.

The ponies’ senses became overcome with pleasure as they mashed both of their pairs of lips together with wet squelches and slurps, liquids spraying amongst them as they thrust into each other and had their tongues tangle respectively. The nerves in their specialized extremities took their abrasive treatment fervently, electricity pumping pleasure through their bodies, drowning them in a bliss they’d scarcely imagined before. Their loins felt it more as a pressure that built, a sexual flame filling a balloon with ecstasy that was soon to burst.

The air was suffused with musk and broken with the effervescent sounds of sex as its progenitors balanced on the knife’s edge of orgasm; all of the thrusting and slapping, the stroking and splattering, the scent and taste just not being quite enough.

At least, that was until a hoof wrapped around Wind’s backside and tangled in her tail, then pulled up in between one of their thrusts to let them get a bit more distance on their next one... leading to them slamming their hips together, their pussies being in the right places to catch each other’s throbbing clits, impaling their balloons of arousal with a white-hot spike of pleasure, popping with a loud howl and shriek of euphoria.

The mares shook violently as their sexes rubbed ever harder, squirting fluids in a gossamer spray that drenched their coats, the pink horn and fuchsia wings sparking and vibrating madly as their minds were overtaken by bliss. Any sense of reality ceased to exist in the time they orgasmed, the duration itself feeling both eternal and instantaneous as the flaming void enraptured them.

A short while did pass in reality before the unicorn and pegasus came down from their lustful highs, and the latter fell to the floor with a thump neither pony heard nor felt, but soon snuggled back up to her Mistress’s side as they both puffed heavy breaths of air from the intensity of what just overtook them.

Starlight’s mind, though, was still trapped on the events, confusion taking her as she thought of how extreme it all was; she never expected love to be any part of this, and she didn’t think she would lose her control so quickly, which may be a problem in the future.

But, one thing was for certain: she definitely had to keep going with this.

Chapter 2: Tainted Love

The sun fell on the Crystal Kingdom, the scarlet and mulberry light of dusk refracting in the translucent crystals that the Crystal Palace, prismatic gradients spraying out across the warm air of springtime, instilling an indescribably beautiful visage upon anypony who could see it. Such light also filtered into the rooms of the palace, including the Princess’s personal quarters, the curtains of which fluttered just enough to let some small streaks of light in as the air was disturbed by the large double-doors opening. Princess Cadance strode through before letting them close behind her with an echoing slam, a sigh of relief escaping her lips as she released her composed demeanor.

The alicorn then lit her horn, a cyan hue wrapping around it and her regalia with enough brightness to glimmer in the reflections of the crystal walls. She pulled the tiara and peytral off her head and neck respectively while she stepped out of her slippers, floating all of the golden paraphernalia over to the top drawer of a wooden dresser on her left, placing it inside before looking towards the large bed straight in front of her.

The mare sighed again, this time wistfully, then started a gallop towards the bed while flaring her wings, jumping over with a large flap to land onto the incredibly plush bed with a soft thump. She giggled while grabbing the fluffy covers and rolling around across its expanse, ruining the impeccable assembly her maids put together previously. She may appreciate they work they do for her, but she’d prefer if this entire place could be a bit less sterile sometimes.

Regardless, though, Cadance stopped wriggling around to lay on her side, magicking part of the covers off of her to let them lay near her for when her husband finally completed that thing he was dragged off to do and joined her. Soft rustling sounded through the room as the alicorn shifted about to press the side of her head into her plush pillow, the warm and fluffy comforter raising slightly with the light flutters of her wings as she prepared to drift off to sleep.

However, that sleep was denied when her ears perked up as she heard a soft click permeate the room. She was sure Shining Armour was still busy with that guard work, or perhaps one of her other staff had something to tell her of?

That assumption faltered though, when she realized that it wasn’t the main door, but instead the balcony door, now quietly creaking open. Her assumptions went even further out the window when a unicorn stepped through, a light pink coat and dark purple mane faintly lit by the filtered light of the sunset, a rather stoic expression on her face as she looked inside, though slightly broken by surprise as she saw the Princess within still awake and looking back at her.

“Um, hi?” Cadance asked in bewilderment, leaning up while remaining in her bed to better face the other mare.

Said mare closed her eyes in slightly disgruntled thought as she walked further into the room, kicking the door closed and standing there while tapping a hoof.

“How did you get up here?” The Princess asked, making the other mare open her eyes and look back at her.

“Specialized levitation,” The unicorn said with a detached tone, getting a confused look from the larger pony. “It’s basically a form of flight,” She added and looked off to the side with mildly focused thought.

Some moments passed in awkward silence as Cadance considered that, before eventually muttering, “I didn’t think even Aunt Celly taught that...”

“She doesn’t,” The lilac mare responded in a somewhat irritated tone, taking a few moments after the Princess looked to her again to shake her head, gaining a look of sinister intent as she looked right back. “Regardless...” She started again, her horn lighting in an aqua hue which was faintly echoed by a glow across all the walls of room, “I am Starlight Glimmer, and I have come to fix some things.”

The mix of slight concern and fear the older mare got at the magic grew at that statement, tinging her voice as she asked, “A-and what would that be?”

A challenging grin grew on Starlight’s face, and she curtly responded, “You.”

Cadance had no time to think before she felt a blurring on her very mind, the dizzying sensation making her gasp and stumble back into the bed, leaving her thoughts sluggish as she tried to sit up. She soon spotted the unicorn across from her lighting her horn and realized it must’ve had something to do with the inhibition she felt in her mind.

“H-hey, w-what are you doing?” She tried to shout, though it came out slightly slurred and stuttered. The other pony didn’t respond but for a growing of her grin, letting her put the thoughts together ever so slowly. “W-why are you...” She started again, but had to press a hoof to her forehead to keep herself from blurring her thoughts any more, more time being taken before she remembered the pony’s supposed goals. “W-why are you trying to fix me? I-I’m not broken...”

“Maybe not by your definition,” Starlight replied with rancor, “But by mine, you are tyrannical; an utterly useless leader who doesn’t care at all about the ponies under her care, only making sure those in her little bubble are happy at the expense of everypony else.” She stepped forward, stopping at the hoof of the bed and resting her forehooves on it, patting it for emphasis. “Like this; you pamper yourselves in your massive castles, yet so many ponies around them are suffering.” The bed depressed somewhat under her weight as she jumped onto it, going further forward to stand right in front of the other mare. “You call yourselves a ‘friendly’ and ‘loving’ nation, yet it is replete with pain and hatred.”

The Princess had to shuffle backwards as the unicorn moved closer, a hoof darting out and pressing her barrel down to lay her flat on the bed, letting her stand right above the larger mare. “B-but, um...” She started, but had to pause to put her thoughts together, the fuzzy suffocation and bewildering revelation muddling her mind further.

“But you don’t have to be this violent...” Cadance eventually concluded, trying to hold herself together under the fierce tone and visage of the other pony.

“Yeah I do,” Said pony growled, “‘Cause otherwise, you’re not going to get it through your thick skulls!” She shouted, tapping the alicorn’s temple for emphasis. She leaned downward, getting the lower mare’s face while brightening her horn, the haze getting denser in a sharp spike, inciting a wave of dizziness in her that lasted for a few moments as she fell further back into the bed. “You’re always so confident in your unrelenting control of everypony else that you never try to change yourselves, and anyone that opposes you is just something to defeat, not an actual creature with emotions and a reason for doing what they do. I know that damn well...”

The disoriented Princess didn’t manage to pick up on the somberness in the unicorn’s voice, her tone baffled as she asked, “What are you talking about?”

Starlight got even closer to the larger pony’s face, their muzzles nearly touching as she replied with venom, “I’m talking about how my entire life’s work was ruined by one of you fools!” At a look of confusion and denial thrown her way, she continued in a more stoically irritated tone, “That purple one and her group of naïve friends came into my village, where I was keeping a society where there wasn’t inequality, class division, or those stupid ‘destinies’ that you ponies love to associate with cutie marks, and she absolutely fucking trashed it.”

Hot, heavy breaths escaped the unicorn’s nose as she looked down for a moment and tried to keep her objective clear, the vacated air brushing against the winged mare’s neck in a strangely pleasant way, but she quickly shook her head in an attempt to hold her will. “They took my ponies, my society, my world, and forced her ignorant beliefs of friendship onto them, leaving me with nothing,” She looked back into the alicorn’s eyes, “How can you possibly consider yourselves good when you destroy anything that doesn’t agree with you?”

Cadance looked back with a mouth opened in a mix of terror and dread, her fogged mind flooded with thoughts, some of examples the pain she had always denied causing, some of miscellaneous glances thrown to the poverty, or conversations around messy duties and true triumphs. Laboured breaths escaped her mouth as her mind went into overdrive, though none could really congeal into a full idea before a hoof pressed into her barrel, pulling a warm moan from her as the soft, yet demanding pressure tickled her mind in an incredibly pleasurable way.

“Well,” The dominant unicorn said, dragging the groggy and aroused Princess’s attention back to her malicious and salacious grin, “It doesn’t matter any more, because I’m going to change that.” She quickly grabbed hold of the other pony with her hooves as she finished her statement, flipping her onto her back and roughly groping her plot.

Loud, lewd moans were yanked from the alicorn’s throat as she felt the harsh pressing and kneading of of her ass cheeks, the ferocity of the encounter so far removed from the more compassionate ones she recalled having with her husband. The intensity gave her a sense of déjà vu, reminding her of a time she where she had much better and more satisfying sex with a partner that didn’t hold back in the slightest. She couldn’t place these memories with how different they seemed from the rest of her life, making them seem foreign and artificial, but she couldn’t piece together anything more coherent than that before the abuse on her flanks drenched her mind with more pleasure, reverting her thoughts to where she only wanted to give in.

Starlight pressed her barrel onto the other mare’s back, the wings there partially open and twitching with uncontrolled energy. “I think all of your misdeeds require some punishment, no?” She whispered lecherously, her muzzle close enough to the royal’s ear to leave her hot breaths to tickle it.

“P-punish-ment...?” Cadance asked between breathless gasp and heaving moans, looking back at the other pony with her voice rather submissive from the matching mindset settling in.

That question was soon answered by the unicorn’s hoof pulling back slightly, then darting forward to spank that plump pink butt with a solid slap breaking the torrid air. A mix between a gasp and a moan was forced from the spanked pony’s mouth, her already frightful and aroused expression growing further into a mix between terror and lust.

“O-oh Celestia…” The Princess moaned in realization and giddiness, gasping again as strong hooves pushed on her plot, and low grunt behind her followed by heavy breaths and quiet slurps letting her know that the other mare got up and was staring at her hindquarters, licking her lips in appreciation. She blushed at the attention and tried to pull away, but her limbs were quickly grabbed by aqua magic and pinned to the bed.

“No, no...” Starlight scolded lightly in a somewhat exasperated tone, “You’re going to obey me, and you’re going to take your punishment.”

Cadance shivered slightly at the commanding tone of the unicorn, some vague memories telling her of a past where such was common. These thoughts may not have meshed well with the rest of her blurrily recalled life, but it felt so good to just give in and say, “O-of course.”

The dominant pony wasn’t quite satisfied with that, responding with mild irritation, “That’s not how you address me.”

A light gasp was drawn from the alicorn and she blushed heavier in shame, and her thoughts whirled for a moment, attempting to find some instance of their relationship within the memories she had with her, unknowingly dragging her further into the delusion it held. “M-Mistress,” She eventually replied, recalling the mare she loved to submit to as she looked back into her grey-blue eyes, partially lit by the glow of her horn.

“Better,” Starlight replied, then summoned a paddle from her magic, inciting another cute, fearful gasp from the submissive mare under her. She stepped back off the bed get some distance while the paddle slowly crawled towards the soft flank of the Princess of Love, eventually touching the right cheek and faintly pressing into it while sliding across it.

A small whimper escaped Cadance’s lips, her eyes clenched shut in fear for the swift attack she knew was going to come, though only a soft, teasing pressure grazed across her plot. Several seconds passed with those movements, then stopping when the paddle pulled away, leaving her glutes twitching as she attempted to keep them loose despite the immense terror and arousal she felt.

The alicorn’s thoughts weren’t going to come true just yet as the paddle lightly teased her left cheek next, another gasp and whimper leaving her as she she shook uncontrollably. She desperately wanted that burning pain she found in her memories to envelop her ass and spike into her sex, the stiff paddle that would then graze it would drive her crazy with the torturous pleasure and the dissonance between the harsh, yet gentle motions.

The winged mare’s thoughts were suddenly torn apart when the light pressure quickly fled, and faint whistling signifying the paddle’s deft retreat, a slight pause occurring before it came back and smacked straight into her plot. A sharp crack of impact echoed through the room, quickly outshone by a high-pitched squeal that lasted for a few moments, then faded to be followed by quivery breaths and fluttering wing-twitches. The paddle came down again soon after, another loud smack and squeal breaking the air, though the latter was starting to mix with a moan.

Cadance was left to heave shaky breaths, her eyes wide open with pinpricked pupils as she felt a burning sensation begin to encompass her flank, soon gaining a spike of pain in the center of her left cheek that made her hiss in fear and pain. That spike of pain pressed slightly harder into her soft plot cheek with a rounded edge, her hiss loudening and eyes snapping shut in a vain attempt to soften the pain, but still she completely accepted the punishment her mistress had for her.

“Your ass is so soft, you know that Cady?” Starlight quipped as she continued to graze the pink butt before her, making its owner blush harder and press her head into the pillow it was on. “Bet your husband has had a lot of fun with this cushion, hm?” She teased, the other mare twisting her head to push her face into the pillow and closing up her wings to try to avoid the shame, but she still heard the cackle her Mistress got out of that action.

The alicorn didn’t have much time to think before the paddle fled and came down on her flank again, and again, and again. Loud shrieks of pain and smacks of contact filled the room with little breathing room between spanks, the shameful squeals getting even moreso as lust started to pervade them. The harsh strikes and torrid burning on her butt felt so painful, yet, for a reason she couldn’t determine, it also felt so incredibly arousing and made her sex start to leak its juices.

“You’re liking this, aren’t you?” The dominant unicorn asked in a far from questioning tone while she paused her assault, causing her slave to rest there for a moment as she caught her breath, before shaking her head in denial. “Liar. I can see your pussy just begging for attention,” She scolded, pressing the edge of the paddle into the puffy snatch that glistened with marejuice, forcing a tense, muffled moan from its owner.

“Hmm, I wonder...” Starlight muttered after a few moments, then pressed the glowing paddle harder into her slave’s sex. Said slave’s moan quickly grew in tension and volume, and she soon tried to close her legs to stop the teasing, but cyan magic wrapped around them and pulled them right back open. “No,” The Mistress stated, pushing the paddle even harder, which started to enter the pussy with a wet squish. “You’re going to take this like the obedient slave that you are,” She commanded as the edge of the paddle fully entered the tunnel, a light gasp braking the tense moaning for a moment at its insertion.

Cadance’s voice completely stopped as she felt the thick, stiff concoction of magic push further and further into her nethers, its arcane nature seeming to spark electricity across its surface and into the nerves of the flaming and pulsating tunnel that surrounded them, making the pleasure nearly overwhelming. The languid thrusting stretched her depths out pleasurably as well, though the low speed at which it was going wasn’t quite giving her what she needed.

“P-please,” The alicorn uttered, taking her mouth away from the pillow and looked back at the cruel expression on her Mistress’s face.

“’Please’?” Said Mistress then asked while slowly starting to twist the paddle as she kept thrusting it, “Please what?”

The added sensation pushed the submissive mare even closer to orgasm, though with how it still remained out of reach, it felt more teasing and torturous that gratifying. “P-please, harder...” She whimpered, and, seeing the raised eyebrow from the unicorn, added, “M-Mistress.”

Starlight looked at her slave for a moment, examining her desperate expression and utterly submissive posture, then looked up at tapped a hoof to her chip, seemingly in thought. “Hmm...” She murmured, closing her eyes and dragging the process out further for several seconds, before eventually looking back at the taunted pony’s face and stating, “No.”

Cadance gasped faintly in surprise and gained a pleading expression as she looked back and asked, “’N-no’?”

“No,” The Mistress replied calmly, then deftly pulled the paddle out, making it scrape against the inside of her slave’s sex and exit with a wet slurp, the blistering mix of pain and pleasure sending her oh-so-close to the razor’s edge of orgasm. A hearty gasp was let out from the pull and was followed by heavy, breathless moans and quick, uncontrolled wing-beats as their progenitor tried to collect herself, the teasing having thoroughly lashed her mind.

“Remember,” The dominant mare started with a stern tone, and continued slowly, “This is your, punishment.” She finished with a firm spank of the wet paddle against the plump flank, an enticing blend of a gasp and moan echoing the sharp slap.

“I-I’m s-sorry,” The winged mare whimpered as she tried again to calm herself. “Y-you may c-continue your, punishment...” She stuttered out, looking away and closing her twitchy wings to try to hide her embarrassment.

A sinister chuckle was all her warning before multiple more powerful swings of the paddle came down on her ass, a rhythm of whooshing wind, loud cracks of contact, and pained moans started, the occasional chuckle of malice from the Mistress or pause to further tease the receiving mare.

The blazing pain on her butt completely suffocated Cadance, leaving her only able to take in the torturous flames while unable to perceive the blurry, wetted visage before her, the stiff twitches of her lustfully engorged wings, or the drenched sex betwixt her hind legs as her body continued to fully respond to the kinky beating it was getting. Even when the beating stopped, she could hardly tell the difference as she was left panting lustfully while the mare behind her watched her sopping and throbbing sex with a sadistic expression.

Only after many seconds did the submissive alicorn come back to her senses at all, letting her notice the lack of cracking on her flank, making her slowly turn her head back to look at her Mistress while whimpering in need. At the other pony’s callous raised eyebrow, she muttered through pants, “Puh-please... M-more...”

Starlight grinned at the broken tone and expression of her slave, then started to leer at her while pulling the paddle back to show the immense amount of fluids that covered it. “’More’?” She asked deridingly, “What makes you think you deserve that?”

“You’ve... already p-punished me...” The needy mare gasped out, gaining a pleading expression as she continued to shake from the teased pleasure.

A mock thoughtful look adorned the unicorn while gazing back at the very non-Princess-looking Princess before her, then turned her attention to her plot. The cheeks there, usually a light orchid colour was now a bright crimson, though the cyan glow that was the only notable light source made it appear grey-blue, twitched with repeated and uncontrolled tensing and relaxing to make them jiggle tantalizingly. So much so that her lilac hoof soon wade its way towards the plush pillow with intention to feel the softness and tease its owner, and it did eventually make contact.

A desperate, tortured hiss escaped Cadance as she felt the hoof graze her flaming rear, the faint pressure spiking the pain and forcing her eyes to snap open and her mouth to clench shut while the rest of her body completely stiffened. “That may be true...” She heard the sadistic mare behind her say. “But are you really sure you deserve the pleasure of orgasm?” She taunted, pressing her hoof harder into her slave’s soft, blistering flank.

The harder pressure turned the alicorn’s hiss into a squeal, her body beginning to shake again as her eyes rolled up into her head, her pussy throbbing and gushing even harder as she was brought onto the knife’s edge of release, yet was denied access when the hoof pulled away to leave her gasping and panting in unrestrained lust. “Y-yes, I-I’m sure, M-Mistress,” She stuttered out, and paused for a moment before continuing to beg, “P-please, I-I’ve been a-a good girl... a-and took my p-punishment... haven’t I?”

Starlight turned her head to ‘think’ once more, if only to appreciate the broken mess of a mare before her, then finally relented, “I suppose so.” However, her final act of granting her slave release was far more than pleasant, as she took the paddle left floating in the air beside her and lowered it to leave its tip just above her thighs and moved it forward right behind the alicorn, then swung hard.

None of the air in the room was spared from shattering by the deafening shriek that erupted because of that paddle, its mark being made right on the snatch of Princess Cadance. Her release being granted with such violence forced noise from her throat that was infused with incredible pleasure and pain, the similar deluge of fluid from her sex splattering all over the bed and the crackling fireworks that erupted from her horn showered the room in multicoloured light.

The unicorn, meanwhile, watched on in mild astonishment, the copious amount of marecum spraying from her new slave’s honeypot matting her fur and the fluffy blanket below, all the while having to flatten her ears to help quiet the screaming and crackling. it continued for a long while, the loud noise ringing her ears so much that she began to develop a headache, and couldn’t tell how long it had been when the noise finally stopped and its progenitor flopped onto the mattress in unconsciousness.

The mare then was left holding a hoof to her head in an attempt to help curb the migraine and ringing ears, scrunching her eyes shut while inclined forward in pain. Some more time passed before it started to subside and let her open her eyes, seeing the fallen alicorn in front of her, and even through the aching fog, she couldn’t resist a mental quip of ‘Pathetic.’

When the inaffable effluvium finally lifted, Starlight fully stood up and examined the mess of a Princess that lay on the bed, the literal pints of fluid that ejected from her sex still lay in the covers between her hind legs, its musk suffusing the room and flooding the nostrils of the awake pony. Said pony started to walk around her winged counterpart, taking in the fully spread and flaccid wings, the utterly exhausted body that rose and fell with each slow breath, the frazzled mane, matted with sweat, and the partially gaping mouth that was covered in slobber.

The pink mare hopped onto the tall bed and sat down on a pillow right in front of the alicorn, smirking at the utter lack of dignity she possessed. “You Princesses always look so high and mighty on the outside,” She begun taunting, “Yet, behind all of that power and prestige, you’re just as pathetic as as everypony else.” She soon realized there was a prominent wetness between her own hind legs as she started to lean forward, prompting her to sigh in mild exasperation and note, “Can’t even stay awake long enough to get me off, can you?”

Sighing heavily, the unicorn leaned back into the backboard of the bed to try to take care of her own needs, but before she could begin, the main doors started to open, and white stallion with a blue mane entered.

Chapter 3: Broken Armour

Shining Armour barely had any time to think before the door slammed shut behind him and he was suddenly thrust back into it, his head jerking further back to bang against it even more harshly. He grunted as he flopped onto the floor, the incredible dizziness from the likely concussion making his head rise groggily, but that daze only got worse as a cyan light lit up in front of him.

Starlight, on the other hoof, while surprised and somewhat irritated by the prince’s arrival, was thankful that her aura colour was similar to Cadance’s, so the guards may just think that she was just eagerly jumping into sex with her husband. She knew even a light hint of anything odd going on would get their attention, so the magic slamming of the door and subsequent re-soundproofing were lucky to likely look no different on the outside than if the princess had done them.

Regardless, though, the lilac unicorn forced her magical control into the stallion’s head, making him groan in befuddlement as he tried to fight back, though it seemed far easier than it had any right to be.

“Gah... w-wait...” Armour started in a rather strained tone, trying to look at Starlight, though the pain soon forced his eyes shut while he pressed a hoof to his head. He felt a blurring in his mind, a crimson cloud muddling his thoughts and hampering his movements, one that was all too familiar to him. He could tell what was happening with relative ease, though the previous reprieval of his control by a certain changeling Queen made the pathway for its predecessor far easier to traverse.

Still, though, the stalwart stallion held his ground, focusing on the love he had for his wife, the love which freed them from the previous threat to his mind. He looked through his blurred eyes at the pink alicorn laying on the bed before him, recalling the good times he had with her and the hardships they faced together, and especially the loving talk and passionate kiss they shared that ended the changeling invasion. He pulled that pink love into a shield against the angry red fog and tried to take back his mind, though the purity of his amour was tainted by a blood-coloured rage at the unicorn before him that had defiled his lover into the ruffled state he could just barely see she was in.

“Still putting up a fight, huh?” Starlight asked derisively while she continued forcing her blazing will further into the prince’s mind, getting to her hooves to stand right next to the fallen princess on the bed. She used one of her forehooves then to jostle the pony by her withers, slowly drawing her back from the orgasmically-induced sleep she lay in.

When Cadance finally awoke, she mumbled incoherently as she got her bearings, then looked up at the lilac mare beside her. “M-mistress...?” She uttered, driving a stake into the tempered shield the stallion was holding, though he soon left it as but a crack with his reasoning that the unicorn invader took over his love’s mind.

“Cadance...” Said invader said, glancing to the alicorn before returning her blazing gaze to the other unicorn, drawing the larger mare to slowly drag her body around to face him.

“Sh-Shining...?” The winged pony asked in befuddled confusion, leaning forward as she tried to lift herself, though her weary hooves quickly made her collapse back onto the bed with a soft pomf.

Armour felt his hope fall as his very wife looked upon him with no real remembrance, though he still wouldn’t give up just yet. “C-Cady, it’s me...” He strained out through the dense fog while trying to reach out to her with a foreleg.

“W-who... are you?” Cadance asked, looking at the stallion with suspicion and confusion.

“He is your husband, supposedly,” Starlight answered, cutting off any reply from the other unicorn. Looking back towards the princess, she continued, “Remember what just happened here, how you didn’t remember me after all this time?”

The larger pony looked back with worry in her eyes and stammered out, “B-but you already punished m-me for that, M-Mistress...”

With a smirk and a chuckle, the lilac unicorn replied, “That’s not what I mean here; I mean how your memories of me didn’t seem to exist before I reawakened them in you.”

Cadance stared at her Mistress for some time in thought, but she soon gasped and replied with shock, “Y-you mean they wiped my memories?!”

“That, and they controlled you into marrying him to keep you complacent,” Starlight stated while giving a sorrowful and angry nod before turning back to the stallion laying on the floor, his expression aghast by the accusation.

“W-what are you talking about?! We love each other!” He shouted with rage, though the burning fog in his mind spiked pain within him, forcing his eyes to scrunch shut while he pushed his muzzle into the carpet.

“No you don’t!” The alicorn yelled back, pointing a forehoof at the white pony, “You’re just a part of the problem! You’re trying to control me!” She tried to get up onto her hooves to further her glare, though her wobbliness quickly forced her back down.

After a few moments of trying to assemble his thoughts through the writhing mess that was trying to take him over, he muttered out while trying to point at the other unicorn, “No, she is controlling you.”

A disdainful gasp escaped Cadance as she threw her forelegs around the mare next to her, and shouted back at the stallion, “How dare you!? Mistress loves me very much and is trying to keep me away from you and your crazy friends!”

Those words were another stake into Amour’s defense, but this time, they made a difference. This stake; the realization that his wife, the pony that meant more to him than any other, was lost to him, threw his mind into despair. He felt horror and dread with the knowledge of what had been done to his beloved as well as a rage at the pony who had done it. However, all those emotions worked together to break his mind and shatter his will, allowing the blazing fog to consume the anarchic landscape of his mind.

All of a sudden then, the prince felt the chaos that filled his mind and ruled his emotions fade away, rendered irrelevant by the all-consuming effluvium; one that left him with a new view on everything, including the very situation that tossed away the previous logic. His expression towards the other unicorn turned from a pained mix of horror and contempt to a calm reverence, and his burning love for the princess deadened somewhat, becoming a moderate likeness for her that would not light a frenzy within him if he were to see somepony else approaching upon her.

“I’m... sorry...” He said with guilt to the two pink ponies, “I... didn’t quite understand before.” He then primarily focused on Starlight and gave as much of a bow as he could while he laid on the floor and stated, “Thank you.”

Cadance’s expression softened and she replied with a quaint, “Good.” She pecked her Mistress on the cheek and nuzzled into her, her happiness swelling with the calm understanding she and her ‘husband’ now shared, but a swift spank on her bottom quickly shot her back into a slight panic as her lips released a cute “Eep!” She turned her attention back to her Mistress and saw the slightly scolding and teasing expression on her face, making the alicorn laugh embarrassedly before turning away to shove her face into the bed.

All the while, Armour looked on with a small smile from how happy the mare he loved was, though it turned indistinct when the lilac pony focused on him with a small smirk while she noted, “Yes; good.” The unicorns stared at each other for a few moments in silence before the dominant one asked, “You won’t cause any more problems, right?”

“No, I won’t,” The prince replied, though all he got was an eyebrow-raising with a hint of disapproval, leaving the room in a few more seconds of silence until her added hesitantly, “M-Mistress...?”

Starlight’s expression turned back into a smirk as she lowered her eyebrow. “Good,” She said again, though this time more final. “Now then...” She started, spreading her hind legs to expose her ignored sex that was rather wet with her fluids, the lust she regained from focusing back on it causing her tail to fan the scent around, getting quiet gasps from the other ponies.

“Oh wow...” Cadance breathed as she pulled back to look at her Mistress’s rose-coloured flower, the dewy juices looking and smelling so incredible that she couldn’t imagine how good it would taste. “You smell... so good, Mistress...” She continued as she leaned forward between the other mare’s legs and under her barrel, her gaze utterly fixed on the progenitor of that potent scent.

However, before the alicorn could taste that no-doubt delectable honeypot, an aqua aura held her head in place and pulled her back, forcing an embarrassed smile onto her face as she looked at her Mistress’s teasing smirk.

“Before we do that, my little pet...” Starlight responded with that same teasing tone as she let go of the alicorn, then turned to the stallion and picked him up with her magic, flipping him onto his back to expose a white sheath with a rather underwhelming blue stallionhood poking out of it. The lilac unicorn looked at it in disappointment; it may have only been half-erect now, but still, it would be nowhere near enough to satisfy her pseudo-size queen desires.

“Uhm, i-it’s not that small, is it, M-Mistress?” Armour asked embarrassedly in response.

The younger mare studied it for a few more seconds before replying, “It’s about three-quarters the average, equating to approximately negative one sigma...” She turned her dulled gaze to the prince’s eyes, “And I need about positive one to satisfy me.... I suppose we’ll need to do something else.”

The unicorn closed her eyes and let out a deep sigh before turning back to the winged pony, who still lay there and looked back in bashful embarrassment. “Well...” She started, trotting right to the edge of the bed and laying down, “You may resume.” She wiggled her hips for emphasis, making the princess’s expression break out into a heartily excited smile as she lunged to get behind her Mistress and see her lovely dewy flower again.

Cadance slid to a stop just behind the other pink mare and stared at the space between her hind legs, finding the sweltering sex behind the waving heliotrope tail and quickly getting enraptured by its potent fragrance. She moved a hoof towards the dock that lay just above, keeping the tail out of the way as she licked her lips in appreciation of the musky masterpiece that lay before her, her hefty breaths tickling it as she approached it in an entranced and reverent manner.

Starlight’s breath picked up as she felt the hearty huffs of her pet caressing her damp pussy, the hoof that then pressed against her dock started to drive her lust even further, especially when that incredibly soft hoof started to rub up and down, seemingly unconsciously. However, all of that pleasure was supplanted by the warm, wet pressure that slurped across her sex, inciting a quick gasp from her that flowed into a low moan as the expert tongue of the Princess of Love flew all around the inside of her tunnel, saliva lathering the entire space as the mare made out with the nexus of pleasure, complete with all the wet slurps and smacks that that would entail.

The alicorn’s mind was in heaven as she serviced her Mistress in so intimate a way, the spicy taste of the juices swirling around in her mouth and splashing across her tongue while the blazing scent invaded the nostrils that she so adamantly pressed into the wet flower, making it so much wetter that the fluid splattered out onto the pairs of lips and even fell onto the fluffy bed they lay on. Her entrancement was so deep that she didn’t notice how her forelegs slipped around the upper pony’s hind legs to force herself further into that luscious honeypot, nor the panting moans that were forced from the dominant mare’s mouth, lightly echoing through the room and into the ears of a waiting stallion.

That stallion was as enraptured as his previous self’s lover, the lewd noises seeping into his mind and keeping him focused on the pleasured visage of his Mistress. However, his subconscious moved one of his forehooves to his growing shaft and begun to caress it, the heightening pleasure and breath hardly stirring him from his rapture. Such pleasure was not enough for him, though, as he wished to please his Mistress not just with his obedience, but with his body as well.

To that effect, Armour slowly got to his hooves—bereft any attention to the other ponies, due to their ministrations—and hopped onto the bed, stepping over the submissive mare and lowering his barrel onto her back, shaft smooshed between them. While he knew that his supposed wife was imparting enough pleasure with her sloppy licks to bring a pony orgasm incredibly quickly, he still wished to please her, and so his eyes that were focused around the messy make-out on his Mistress’s flower soon raised to see the inflamed and wetted rosebud just above, clenching and relaxing chaotically in a tantalizing manner.

Meanwhile, Cadance’s moans slightly increased in volume as she felt a warm, throbbing mass pressed into her back, though her attention remained firmly locked to the puffy pussy that continued to drench her face. However, the owner of that pussy soon got a boost of pleasure when another tongue began to lick at her ponut, the relative inexperience of her lower hole flooding her mind enough to force her moans into a near-scream.

Starlight felt the blazing wet tickling around her anus, her clenching turning nearly manic in pace as she started blaring profanities from the intense pleasure, the winking of her pussy following suit and spraying her juices even further. Soon, the wetness pressed into her asshole, getting compressed under her uncontrolled clenches that only served to spike the pleasure even more, making the unicorn last only seconds before she orgasmed.

A lewd cry broke the air as the lilac mare felt her sensitive parts polished with incredible fervor, the wildly passionate couple slurping at the deluge of marecum and sweat that splattered out from her twitching pussy and ponut respectively. Those licks still came as she came, splattering around the fluids in the ponies’ mouths that so enamoured them with their sweet and salty tastes.

Only after a short while did the slurping on her anus stop, quickly followed by an aura surrounding her and pulling her away from the other source of pleasure. However, the magic eventually left her sitting up with a pair of strong forelegs wrapped around her barrel and pulling her into another pony’s chest, the warm and wet mass that slid between her lower cheeks making it clear who that pony was.

Armour continued to slide his shaft between the plump, soft glutes of his Mistress with such desperation to please her tight, sensitive plothole that pre-cum was practically bubbling up from his urethra and flowing down his length, only to get smeared between the pale purple plot and hard cobalt cock. The young mare was left moaning and whimpering in an orgasmic fog as she was lifted further up, leaving the hot, wet, throbbing pole of her stallion pet to slide along the puffy ponut down there, making her euphoric noises increase in volume.

Those noises soon became muffled when a set of soft lips closed over Starlight’s own, a tongue then jutting out of it a licking all around the inside of the unicorn’s mouth, manically mixing the mares’ saliva together as a strange pleasure forced more moans out of them. After a few moments of complacent bliss, the sandwiched pony started licking in her pet’s mouth as well, the tongues jousting and wresting within the two horny mare mouths, saliva spattering all around the insides of their gobs with enough intensity to be strewed onto their muzzles as well. Wet smacking and slurping echoed through the room, the muffled moans growing louder with the intensifying strange pleasure.

A more explicit source of pleasure was quickly added as well when Cadance pressed her pussy into her Mistress’s, the hot, wet mounds squishing with even more lewd and wet noises, the owners having their moans loudening even further into blissful blares that worked with the wet lips, tongues, and labias colliding as well as the low groans of the stallion behind them to fill the room with an incredibly sexual symphony.

A large gasp of air filled the mouths of the pink mares as the stallion pulled his Mistress further up, putting her anus atop his pre-cum-coated flare, and letting gravity take hold and press the lewd mast directly into the plothole, the sweat and pre that covered both slowly pulling the hole open, until...

“MMMMMFF!!”

Armour’s cock popped into Starlight’s ponut, the intense heat filling her from inside in a way she had hardly felt before while the pressure stretching it out filled her with a pleasurable pain that she couldn’t begin to describe. All the pleasure from all the sensations caused her moans to redouble in volume and frequency, the clenching of her tailhole now having something to clench on drenched even more pleasure onto the lust-replete unicorn, the winks of her labia and throbs of her clit splattering more her marejuice across the mares’ thighs as they continued to rub and squish their puffy pussies together, occasionally pulling back a bit to slam back together with a wet slap.

The lilac pony’s anus was soon to get pressured even more when the stallion behind started pushing his shaft further into his Mistress, the friction causing the blazing butthole to get even hotter and clench even more sporadically, the maddening stiffness keeping it from closing inciting yet more pleasure in her. The stallion also found the clenching pleasurable, though it’s main effect was mostly on a single part of his length at a time, yet the crushing heat and the warm sweat was felt all along it. As he pushed further, more of his member was engulfed in the slimy, wet confines of his Mistress’s body, her frantic twitching from the immense pleasure all across her body sliding the insides slightly along his sensitive flare, tingling him in such an incredible way that his own moans begun to ring out through the air, though they were no match for the voluminous squeals of the tribbing mares.

Soon, the lustful prince found his entire stallionhood within the ass of the pony he so wished to please, her pucker closed around the base of his shaft, the intense and spastic clenches of the former making the latter throb with pleasure, the pre-cum now completely contained within the tunnel as it came with higher volume than before. Such full encompassing was not to last, as the shaft was soon pulled back nearly to the flare, then thrust back in, the tight depths squeezing along its entirety.

On the other end, Starlight felt the pulling back leaving her plothole gaping slightly and needy for the filling that was just vacated, though the thrust back in quickly obliged with a force that stretched out her innards with such intensity that she couldn’t help but shout out in pleasure into her other pet’s mouth. Then, even when more thrusts came and plunged into her depths, more shouts were forced from her mouth, the noise still rather muffled by the drooling mare mouth that covered it and the swirling, licking, and wrestling tongues that inhabited the space.

More and more times did Armour pull his shaft out of his Mistress’s ponut at speed, only to quickly shove it back in, the overall tightness and more extreme contractions were left haphazardly across his length, the squeezing and caressing forcing a tightness to build within his loins. That rapid thrusting left hardly any time for the unicorn mare’s body to react between them, the gaping left by a pull leaving the anus open for the next thrust back in. She was also jostled intensely by the force of it all, falling just enough with each vacation of the stallionhood to add some volume to the wet slap that echoed out when their hips collided, and the front of the mare left her pussy bobbing up and down while she and her alicorn pet squished their sexes together, adding to the hot, caressing pleasure that filled all of her senses.

Cadance felt that squishing, hot pleasure as well, though she could feel how much juice she was producing and the rapid twitch/flaps of her wings, beating the blistering, moan and smack-filled air with an uncontrolled fervor that was only now able to take her because of her Mistress finally taking her back. Her horn, however, was mostly idle, though that was because of the lust filling her breaking her focus so much that she couldn’t focus enough to cast any sort of spell, no matter how much she wished it.

Regardless, though, as the stallion continued to pound away at his Mistress’s asshole, the burning tension in his loins continued to rise and the pre that came from his urethra was spread and smeared around his shaft and the tunnel it was thrusting into, its slickness allowing the shaft to be pumped in and out and feverish frequency. The Mistress could feel such a tension as well, though hardly noticeable to her through the lustful fog that clouded her mind and the flaming ministrations that created it.

The winding spring in Starlight’s loins got tighter and tighter, the inferno filling it only getting hotter as the hot, squishy princess pussy grinded against her own and the flaming, stiff shaft of the prince rammed into her asshole again and again, feeling like it was pounding her insides to mush. That spring eventually found the tipping point, the tip of the mountain that would send her falling back painfully if she weren’t to cross it and hurdling forward orgasmically if she were to.

And then, with a powerful thrust by the stallion who also was at that tipping point, she came.

Powerful splurts of marecum splattered out from the unicorn’s sex, coating her and her alicorn pet’s thighs even more thoroughly than before. The moans that previously echoed through the mares’ mouths now became a full scream from the younger one, the pleasure of her orgasm as well as the jets of cum firing into her asshole from the stallion behind her utterly overwhelmed her mind, filling with a white void that prevented any true senses from consciously affecting her.

Cadance, meanwhile, felt the orgasm of her Mistress building and rubbed herself on her faster to catch up to when it finally came, the juice splurting all over her pussy made it feel even hotter and slicker, tickling her in such a way that she orgasmed soon after as well.

All of the sounds of the cock pumping, fluid splattering, wing flapping, and horn sparking, were mostly eclipsed by the screaming moans of the three ponies. The lilac unicorn’s was loudest and most violent, as if she had no real experience, even though it was anything but. The ivory unicorn was next loudest, though his moans sounding like grunting and growling, the force of ejaculating seeming nearly painful into such a tight hole his Mistress had. The alicorn was quietest, her many past sexual encounters making this feel less like a whirlwind and more like a rollercoaster; intense, but not overwhelming.

Throughout the entirety of her orgasm, the pink princess grasped onto her Mistress tightly, feeling her intense tremors rock through her body and seeing the bright sparks that blasted from her horn. She loved that feeling, of holding somepony while they orgasmed so incredibly violently, the ecstasy that caused it having to be so very powerful to get such a reaction—and of course, the fact the she brought it about in her Mistress made it all the better.

The others, meanwhile, were kept in the orgasmic void through theirs, oblivious to the world around them and only concerned with the pleasure that enraptured them. However, such was not to last, as their orgasms soon drew to a close with the flow from their genitals beginning to slow, the pleasure evanescing and the blazes inside them quieting.

Eventually, the unicorns fell from their bliss, the exhaustion leaving them to slump over, with the stallion flopping back onto the bed and the mare being caught by the alicorn holding her. The air was left hot and musky, with only the hefty pants of the ponies inside to break it.

For many moments, it stayed in that afterglow, though Starlight Glimmer eventually pulled her tired eyes open to see the mare holding her staring back to them with a loving expression. They stared into each other’s eyes for a while, Cadance soon biting lip in an attempt to repress an urge as she looked into those deep, dark pools that her Mistress gazed at her with, though it was soon in vain.

The princess shot forward, locking her lips with the lovely unicorn that enraptured her heart, passionately kissing her while tightening her embrace, never wishing to let her go.

The other mare, however, was not at all expecting the kiss, nor the tongue that introduced itself soon after. The passion and love within that expression could only be rivaled by the expression from the other pony she had controlled, whom also seemed to force herself onto Starlight as much as she did to them, and that realization soon gave her a thought; ‘I really need to get better at keeping these ponies under my control.’

Chapter 4: Seeing Stars

If there one one thing above all else that Princess Luna cared for, it was the well-being of her subjects.

Not the snobby elites--honestly, Blueblood has driven her up the wall for years, making her seriously consider throwing him through a window--but, rather, the smaller ones. The ones who don’t have power and can’t stand up for themselves. The ones who have been bullied and beaten time and time again by others, and made them know true pain.

Luna has always advocated for making them better off, but there really wasn’t that much she could do. She has successfully managed to make taxes proportional to wealth, but she couldn’t do anything for the orphanages, as trying to fund them herself would likely get them removed from the Foal Protective Services. There was a magician that Twilight Sparkle had said to have ‘dealt with’ that could have helped with publicity, but she had yet to find her.

However, the Princess of the Moon was able to run into some of her troubled subjects on occasion, and had offered them jobs in the castle for a far higher wage than the jobs they were working, if they even had any. Her entire staff--save some thestrals, which were an odd case--was now made up of these creatures, whom she knew would be truly loyal to her rather than the false loyalty the solar staff has for their paycheck.

One of those, a violet pegasus named Wind Sweep, she had found serving as a waitress in a restaurant in Manehatten for minimum wage, and was often harassed by her bosses. After the restaurant had closed for the day, the little mare was about to be raped by them in the back alley, but Luna had intervened and thrashed those stallions, saving the pegasus and throwing her horrid bosses in the Canterlot dungeon.

Wind had been extremely overjoyed to be one of the Lunar Princess’s maids, and was incredibly thankful that she could have a good living while sending more money to her aunt and cousin in Manechester. She had even managed to book a vacation to Fillydelphia without bankrupting herself!

Unfortunately, she hadn’t come back from that week-long vacation during the past two weeks, so Luna had gotten worried enough to fly over there herself and see what could’ve happened to her.

Just after raising the moon and notifying her sister of her plans, the Princess flew off to the Ritz-Marelton through the crisp indigo and magenta air, doing her mind a lot of good after about an hour of not trying to defenestrate Blueblood in her dreary and cranky ‘just woke up’ state. She soon landed before the incredibly tall building and headed inside, a light ringing of a bell from the door alerting the receptionist sitting behind a desk on the far wall in the lobby.

“Hello! How may I-” The yellow earth pony with a white flowing mane started, but cut herself off with a gasp as she looked up and saw Luna trotting towards her. “Oh! P-Princess Luna!” She yelped, then put her forehooves on the desk and bowed, smacking her chin into the desk before just pressing her muzzle into it in a rather awkward bow.

“Please, do not bow to Us,” Luna responded while rolling her eyes in mild exasperation, “Doing such implies that thou art inferior to Us, which We doubt would be true.”

Looking back to the Princess while shuddering a bit, the receptionist sputtered out, “B-b-but...”

“The inferiority in question is that of thine heart, not of thine power nor ability,” The alicorn stated, stopping a short ways before the desk.

The younger mare stared back for a few moments with confused eyes before muttering an ‘Oh...’ and getting back to her hooves. “Well, um...” She cleared her throat while continuing to look nervously back at the Princess, “W-what are you here for, Princess?”

“One of Our maids, a dark-coloured pegasus by the name of Wind Sweep, hath told Us she was going her for a vacation two weeks ago, and had stated that she wished to stay for but one week.”

“Oh! Yes, I remember her,” The receptionist responded, looking back into Luna’s expecting eyes for a few seconds before she got the message and added, “Um... she renewed her stay for another week and a half, and she didn’t say why.”

The Princess of the Moon squinted in confusion, looking over to the hallway to the left, then said, “Which room does she reside in?”

The earth pony blinked at that before quickly going over to a stack of papers and flipping through them for several seconds, then pointed at a page and replied, “1417, Your Highness.”

Luna gave her a slight bow of thanks before trotting over to the hallway, but she was stopped by the receptionist calling out, “Wait.” Turning back to her, the alicorn raised an eyebrow, allowing her to continue, “She, um, also didn’t smell very good--like she hadn’t washed herself in a week.”

The phthalo mare squinted at that in confusion again, then nodded before heading off to find her lost maid.

Wind Sweep was abruptly broken from her slumber when a sharp knock echoed through the room, making her bolt up and look over towards the door.

“Miss Sweep?” A regal voice called through said door, “Art thou in this domicile?”

The pegasus gained a bubbly smile and giggled a bit at the odd language, then hopped off the bed with no care towards her bedraggled mane or musky scent as she trotted to the door, then using her left hoof to pull it open to reveal a tall phthalo alicorn standing behind it.

The alicorn in question sighed in relief as she looked back at the lighter-coloured pony, yet still had some concern in her eyes as she asked, “Art thou alright, Miss Sweep?”

“Of course I am!” Wind replied with another giggle as she wrapped her hooves around the tall mare, nuzzling into her soft coat that smelled so lovely of petrichor.

Luna, however, made a gagging sound as she smelled the maid; a heavy musk scent wafted around her, a far cry from the Moonblossom perfume she usually had. “U-uhm, Miss Sweep?” She stuttered out while trying to wedge a hoof between her body and that of her maid.

“Hm?” The violet mare mumbled happily before pulling back just enough to look the Princess in the eyes with an inquisitive and oblivious expression, an odd tinting appearing in her eyes.

“Pray tell, why doth thou reek of thine... fluids?” The elder pony asked with discomfort clear in her voice.

Wind looked back at her blankly for a few moments, then sniffed a bit, stepping back a few paces away from the other mare, and sniffed a bit more, before eventually perking up and exclaiming, “Oh, my cum!” Luna cringed at the crudeness of the term, but let the pegasus continue, “I just haven’t washed myself because I love the smell! It’s so gooood~” Shaking her head after her wistful statement and elongated sniffing, she abruptly asked, “Don’t you like it too?”

The Lunar Princess backpedaled a bit as her maid leaned forward, replying with disgust and concern, “Erm, no, We do not... Are... art thou well?”

“What do you mean?” The maid asked with a slight cocking of her head.

Luna paused a moment with an almost unconsciously raised eyebrow, then cleared her throat and stated in return, “Thou are more commonly more eloquent and hygienic than thou art currently...”

“Oh! Well,” Wind started in realization, “I just wanted a bit of a break from all that cleaning so I could enjoy myself a little. I-is that wrong?” She started to pout at the Princess with a quivering bottom lip and big, open eyes, the tint there drowned in sadness.

The alicorn blushed a bit at the cuteness of her maid, but soon managed to reply, “But thou hath told Us of thine cleanly disposition; in a rather serious manner, mind thee...”

The violet pony squinted at Luna for a few moments, then looked downwards in thought, her expression quickly getting very confused and slightly worried. “I um...” She mumbled, undecided on where she was trying to go with it. “I don’t know what happened...” She looked up to the taller mare and continued, “I do remember that now, but...” Her eyes started to become wet and she started to shiver as fear worked its way into her.

“What doth thou remember that may hath caused such mental transformation?” The Princess asked in clear concern, trotting forward to stand just before her maid.

A few more seconds of teary quivering passed before Wind sniffled a bit and then looked up and replied quietly, “There was a pony; my M--um...” A mild blush crossed her face before she shook her head and corrected, “My marefriend…”

“Thine partner?” Luna asked in perplexment, and got a nod from the rose-winged pegasus. “Thou never told Us of that before...”

“I...” The maid started to object, but soon hung her head as bewilderment took her mind and tears began to fall from her half confused and half denying eyes.

Several seconds passed while Luna squinted her eyes at the confused and frightened mare, her own thoughts racing through her mind as she attempted to find a conceivable answer for the situation at hoof. Eventually, a sharp inhale was pulled into her nose and she muttered, “Mental Manipulation...”

“Hm?” Wind mumbled while lifting her head to look at the distraught phthalo alicorn through her tearful eyes.

“We believe that this pony hath controlled thy mind, in both memory and behavior, to think--nay, to know--that she was thine partner,” The alicorn in question responded solemnly, placing her left hoof on the smaller pony’s shoulder in an attempt to keep her calm.

The maid, though, started to tear up even more, rivers of tears flowing from her eyes as she faintly stuttered in disbelief, “B-b-buh, w...what...?” She hung her head again in bewilderment, muttering, “I... b-but she...” She sniffed heavily and wiped her nose with a foreleg, “I thought she loved me...”

“That is only what she hath wanted thou to believe,” Luna responded, her words leaving the room in silence with only quiet sobbing to fill it, though shuffling and faint murmurs behind her reminded her that the door was still open, so she took the liberty of closing and locking it quietly with her magic.

“B-but that means...” Wind started again, taking her forelegs up to cover her face, “That I f-failed, that I let her...” She swallowed a lump in her throat, “T-that I couldn’t stop her from u-using me...” She broke out into full-on sobbing, tears spilling across her face as she pressed it further into her forelegs in utter shame as her world shattered before her.

The elder mare looked upon her hysterical maid with a somber expression, but soon hooked her forelegs around the sobbing pegasus’s withers, hugging her tightly, though taking care not to harm her fragile wings. “‘Tis not thine fault, Wind,” The alicorn said comfortingly, “Thou can not be blamed for this, as thine only job was as a maid, not a guard.” Seeing the sobbing not slow, she continued, “‘Twas also likely that this pony hath looked specifically for somepony that would not pose too much a threat; a mild-mannered maid on a recess in her job We do not believe would be the best at fending off a well-prepared foe.”

The maid sniffled a bit more before nodding slightly, minutes passing as her tears slowly diminished as the two dark ponies hugged. Eventually, though, the smaller one wiped the remnants of her tears away with her forelegs and pulled them away to look her Princess in the eyes, the tint previously there now gone, as she sputtered hoarsely, “I-I-I’m...”

“‘Tis not something thou must apologize for, Miss Sweep,” Luna replied as she placed her right hoof over the other mare’s mouth to stop her from shaming herself any more. Getting a small nod in response, she looked back for a few moments to collect her thoughts before starting, “Now then-”

However, that statement was cut off when the door blasted open, getting blown off its hinges and harshly striking the alicorn in the head as she was turning towards the sound, quickly shoving her across the room and smacking the pegasus to the side. The dark indigo pony quickly got up and turned to where the door was, finding a lilac unicorn with an aqua-striped heliotrope main just beyond the frame.

Said unicorn quickly fired a bolt of aqua magic at the Princess, which was deftly deflected by an angled cobalt shield to then strike and shatter the glass doors behind her. A beam quickly fired back, getting locked with another that the intruder fired, arcane zaps and cracks filling the air and making the fallen pegasus look across the beams.

“That’s her!” Wind shouted as she pointed at the periwinkle unicorn, who glanced back but for a moment with contempt, though she quickly regained her focus at the alicorn. Such focus was in vain, however, as no unicorn could hope to match the might of the Mistress of the Moon, her ultramarine beam filled with specks of stars connected by faint streaks on a background of spiraling gradients swiftly forcing back the far plainer cyan beam that only bore mere wisps and sparks of power in comparison.

The battle was not so easily won, though, as another, more powerful, cyan beam quickly appeared just from the side of the previous one, its target just barely cutting her beam off to dodge out of the way in time. When she looked back up, beside the pink intruder stood Prince Armour and Princess Cadance, both charging their pink and cyan auras along with the aqua unicorn’s.

‘She hath already controlled two of the most powerful beings in Equestria,’ Luna thought with scorn and slight disbelief as she flared her own horn, ‘This is not good.’ The four horned ponies blasted their beams at a central nexus between them, three looking to be weaved with a spell as the pushed back against the cosmic beam, telling the latter’s progenitor of the former’s plan.

“Go, Wind!” Luna shouted to the pegasus, who quickly snapped from her awed stupor at the battle to look to her master. “Alert mine sister; this unicorn has already controlled both rulers of the Crystal Empire and may soon take Us!”

“B-but...” Wind sputtered, her quiet voice barely audible above the blasting beams.

“WE HATH NO TIME TO DISCUSS! GO!” The alicorn shouted back, the Royal Canterlot Voice she shoved into the final word carrying enough force to smack into the bewildered pegasus and shove her out of room and across the balcony, sending her falling through the air off the fourteenth story of the Ritz-Marelton.

The violet mare was left falling through the dimly lit air, terror gripping her with such intensity that no noise left her mouth and her wings were left clamped shut, letting her plummet at ever-increasing speeds with the wind quickly tearing across her sides. Her eyes soon shut in fear as she consciously realized what was happening, leaving her trying desperately to open her wings, but her body just wouldn’t respond.

Eventually though, mere meters from the ground, her rose-coloured wings sprung open, the different profile quickly jerking her body sideways. She felt the draft from the air turn sharply, going from across her width to along her back in a split-second, the added blowback against her tail telling her that the ground was so very close to her. The terror of getting grated across the ground and turned into a pile of dust and feathers made the pegasus pitch her wings slightly downwards, forcing her up at enough of an angle that the blowback swiftly receded.

Wind eventually managed to open her eyes despite the still fearfully high winds, the visage that then filled them was of the pale blue-grey of the moonrise sky, the wispy cirrus clouds floating far above faintly altering it while the tiny specks of white from the stars far beyond were just starting to appear. Getting her bearings, she flipped her wings up perpendicular to the wind direction, quickly pulling her to a stop, though she took her wings back to flap lightly to prevent her from plummeting through the air again.

The maid let her heart slow while she resting in the middle of the sky, her keen gaze looking across the Fillydelphia cityscape, finding the numerous building lights spewing golden light while the occasional pony milled about the streets, one in particular seeming to look towards her. The timid mare squinted at the pony, seeing a blue coat and what appeared to be a horn on their head, which quickly reminded her that she had somewhere else to be.

Taking a cursory glance across the horizon, Wind soon spotted the tall spires of Canterlot Castle off in the distance, letting her flap her wings and take off in that direction to warn the solar Princess of the mind-controlling intruder.

Back with Luna, the cosmic cobalt beam firing from her horn was slowly losing ground, her hooves being slid ever so slowly across the soft rug as she tried to hold herself, but the combined power of another alicorn and two very powerful unicorns was sapping away at her ability to resist. However, her will and stamina were anything but weak, letting her shove back enough to cancel her beam and roll to the left, her opponent’s laser swiftly shooting straight past her.

The phthalo alicorn blasted a bolt towards the lilac unicorn, though a pink shield quickly intercepted and dissipated it. An arcane dart from the stallion followed its dispersal, though its target rolled rightward out of its path, though into the path of a cyan bolt from the other indoctrinated pony.

A deft shove at the floor made the Lunar Princess jump out of the way of Cadance’s blast, leaving to roll along the floor for a short enough moment to soon fire another ultramarine beam back at the intruders, an aqua one from the unicorn mare quickly catching it. The ponies she controlled added their lasers into the mix, creating another clash of four rays of light that crackled with noise, only this time with Luna laying on the carpet. Such a position made it far more difficult to fully dodge the returning beam if she were to cancel her own, and attempting to move while casting it would likely weaken its power, causing the opposing one to swiftly smash into her.

Because of that, the Master of the Moon was left desperately forcing all of her willpower into her cosmic ray of magic, trying to force back the spell-infused triple-arcana amalgamation that would spell her end if it were to hit her. This will, along with the rising Moon in the sky, slowly raised her power and started to force back the mind-melting one, making its progenitors shake in their hooves a bit as their attempt to take control of one of the royal sisters was getting curbed right before their eyes.

However, such a defeat was not to be, as Armour sidestepped towards his wife, having to duck under his Mistress’s beam to get closer the alicorn, her attention faintly drawn towards him. The pink unicorn glanced at them with confused contempt, clearly upset with how distracted they were letting themselves become, though she didn’t let herself be consumed by it as she remained dedicated to forcing the strengthening beam back.

Cadence soon looked towards her husband, the sideways glances they gave each other communicating what they both knew needed to be done. They slowly turned their heads while keeping their magic attacks going, their muzzles eventually lining up as their brows kept furrowing in strain, then they pressed their mouths together in a passionate kiss, the love they shared quickly flooding their horns and powering their magic.

Both the lilac unicorn and indigo alicorn finally got what the lovers were trying to do, the latter’s resistance coming too late as the mixed beam swiftly became too strong for her to resist, even with her rising Moon, and so it shoved her back at a relatively hasty pace. Such pace left mere seconds for Luna to grind her teeth together as her eyes widened in horror as the blinding multicoloured smattering of magic flew towards her horn, eventually landing with a loud CRASH of an arcane explosion echoed by the pained shout of the Princess that the magic launched at speed into the wall behind her.

The large alicorn suddenly then smashed into that wall, heavily indenting it before she flopped onto the floor below, the arcane blast knocking her senses away and filling her mind with a searing void that tore at her mind and ripped away her values, replacing them with an utter devotion towards a rather narcissistic periwinkle unicorn--No, her Mistress.

The blinding world filling her mind soon started to clear, the sleepy limbs soon gaining a pins-and-needles sensation, the deafening silence dulling to a low ringing, and the white visage leaving distracting spots around her eyes. Through all of that though, the phthalo mare soon caught three ponies looking down towards her, the sight of the pale pink unicorn snapping her senses to clarity to behold the majesty of her Mistress.

The slender legs on the front and thicker ones on the back were posed in a dominant and commanding posture, the plush thighs on her hind legs leading to a large, pillowy ass with such a sharp cutie mark resting upon its sides. Up and up, the indigo pony’s gaze went, leading all the way up to the lengthy and tapered horn, the spiraling groove quickly glowing with a powerful aqua magic that wrapped around the entire horn’s glorious length, swiftly taking the door resting in a far corner of the room and throwing it back into the frame from whence it came, then getting practically welded into place, assuring no intruders would ever enter there.

The magic wasn’t quite done yet, as in an impressive display of strength and control, it took every shard of the glass resting on the balcony and pulled them together back into the frame of the door they came from, merging together to fit within it and close the air route into the room as well. Once the magnificent mare was done, her gaze turned to the Princess of the Moon, just laying there on the carpet and looking back into her eyes, drooling slightly in enraptured lust.

“Get up, Moonflank,” The unicorn commanded, making her newest catch blink a few times before finally registering the message and pushing herself to her hooves.

“M-Mistress!” Luna exclaimed shamefully, looking back to the other pony with wide, fearful eyes.

A hefty sigh blew from the nostrils of the lilac mare, her eyes drooping somewhat in a mix of disappointment and irritation, but she eventually stated, “I’m not quite sure if you know just yet, but my name is Starlight Glimmer.”

The elder alicorn looked back with a wavering expression for a few moments, asking in bewilderment, “A-aren’t thou going to punish Us for Our transgressions against thee?”

”I don’t care much for the past right now,” Starlight stated in a stoic tone, then turned around while keeping her gaze locked on the Princess. “Just fuck me,” She commanded, spreading her hind legs and lifting her tail, exposing the private parts just below.

Luna’s breath caught in her throat as she saw those lovely holes; just below a turgid dock lay a plump and tense ponut, its dark purple colour shimmering with the rivulets of sweat leaking from the crevasse that surrounded it and drooled across its supple, yet firm surface. Just below that thick ring was a pair of luscious lips in the same colour, though tinted with a rose blush from the blood pumping through it, the bottom of the vulva encircling the large, throbbing clit that practically glowed with its crimson hue and shimmered with the salacious fluids that leaked from just above it.

“Well?” The owner of the magnificent sex teased, shaking her rump a bit to further entice the enraptured alicorn.

The dark blue mare’s eyes followed the plothole with intense ardour, her gaze catching the drops of sweat and marejuice fling off the ponut and pussy respectively, though most splattered onto the large, plush flanks that held the holes within their canyon. An amused snort came from the teasing unicorn before she begun to slowly back up, her plot getting closer and closer to the large may that still lay on the carpet, her mind utterly taken by the majesty of her Mistress’s hindquarters.

Soon enough, those big butt cheeks came down around Luna’s face, their fluffy surface pressing into the sides of her head while the sex betwixt them pressed into her snout, the erotic scent working its way into her nostrils and further entrapping her mind. Those plump lips rubbed up and down the muzzle as their owner raised and lowered her hips to help tease her newest pet, though a wet, lewd moan quickly brought her attention to the other ponies she left alone.

On the opposite side of the room, Armour and Cadance were laying down, the former atop the latter, pressing their bodies into each other with their forelegs wrapped around each other while rubbing and caressing their bodies, their mouths invading the other’s and slurping at them with such fervor that their saliva often sprayed out of their gobs and across their muzzles.

Starlight contemplated for a moment interrupting them to help her plow the Mistress of the Moon, but decided against it, as she’d much rather savour all of the lewd lunar action for herself for now. To that end, she turned back to look at the mare trapped in her plot and commanded, “Lick.”

…

A few moments passed, where the unicorn soon realized that, instead of a large royal mouth going to town on her sex, all she got was hefty exhales upon it.

Rolling her eyes with a groan, Starlight pulled away from the Princess and summoned her magic paddle to smack her in the ass hard.

A loud CRACK echoed through the room, immediately followed by a squealing ‘EEP!’ from Luna, her attention quickly brought from the sharp crack and blazing stinging on her rump to look around frantically in a panic, eventually settling her gaze on the displeased Mistress before her.

“I said, lick,” The commanding mare stated, watching the flustered alicorn quickly try to stammer out a response, but she was cut off by a sharp, “I don’t care for words right now; fuck me.”

The phthalo pony nodded quickly, then forced herself along the carpet to arrive at her Mistress’s lovely lower lips, her own indigo upper lips soon pressing into them in a tender kiss that soon evolved into anything but.

Starlight was mildly conflicted at the chaste action taken against her sex, but she didn’t have too much time to dwell on it before her pet’s tongue shot out and pressed down into her clit, inciting a sharp moan from its owner. That moan soon was elongated by the tongue pushing forward into her love canal, slurping along the bottom with a harsh heat and pressure that tickled the lilac mare in all the right ways.

It continued to get better, though, as Luna slid her tongue around the entire circumference of the tunnel as deep in as she could, pressing outward to stretch it and further pleasure her Mistress. She swirled all the marejuice she could find in that pussy for a few rotations, subconsciously listening to the near-squealing moans of its owner and feeling her quivering legs and loving them.

Soon enough, though, the rotation act got stale and the mare below started flinging her tongue about the musky, velvety canal, practically making out with it, the saliva and sex juice splattering out of the oral intersection and across the dark muzzle and pale thighs. The loud smacking and slurping of the sex was only undercut by the above unicorn’s vociferous moans and hefty pants, the mouth from where they came just below eyes that rolled all around in a volatile ecstasy, her mind similarly uncontrolled while her head jerked about due to the the forelegs it was supported by shaking like a leaf in a thunderstorm.

That storm then blew the supports away, the legs crumpling down to leave Starlight’s face to smack into the floor, her tongue lolling out and inadvertently lapping across the carpet. The heat and whirling in her sex quickly tightened something in her loins, the pressure forcing her pussy to wink wildly, spastically clamping on the tongue inside while flinging more fluid across the muzzle it protruded from.

Said fluid invaded said muzzle, its owner lapping as much as she could while keeping her pleasurable ministrations up, tasting the musky-scented, yet sweet-flavoured juice in such volume that she felt nearly drowning in it. The lunar alicorn’s forelegs were wrapped around the thighs of her Mistress, holding onto their plump, quivering form to keep them aloft so she could further lap at the delectable liquid flowing from her without having the mare collapse.

That tension and quivering quickly climaxed, a high-pitched squeal escaping from the face-planted pony, her body practically vibrating in orgasmic ecstasy as her horn sparked, shooting crackling arcs more than a meter in any given direction before they fizzled away. Her sex started spraying fluids with even more volume, splattering all over her pet’s face while the alicorn continued to lap up as much as she could.

After a long while of orgasming, Starlight stopped squealing as her body calmed down, slacking with only the occasional shiver as the mare between her legs slurped up the remaining fluid she had just ejaculated. Those slurps did eventually stop though, with the forelegs holding her up pulling away, leaving her hindquarters to flop onto the carpet with a soft pomf.

“Hooooly shit...” The unicorn the muttered, her mouth heaving out hefty pants as she tried to regain her breath. “Sooo... fucking good...”

An amused giggle from behind her barely broke her blissful afterglow, the Princess who made it getting up and trotting around her fallen Mistress while looking over at the mating royals on the other side of the room, the stallion still laying atop the mare, though now with his genitalia inside hers and their attention about half-drawn to the exhausted pony laying on the floor.

Luna quickly dragged said pony’s attention back to her with a hoof wrapped around her chin, pulling her lilac muzzle up to face those loving, cobalt eyes. The alicorn’s own muzzle soon closed in, warm exhales tinted with the orchid scent of the marejuice splashed across the shorter mare’s face, her lips soon caught by her cool pet’s.

Starlight’s eyes shot open at the expression of love; while similar had happened with the previous ponies she had captured, she would never get used to that odd feeling of being taken, yet not wanting to pull away.

Soon enough, though, the Princess pulled back hardly more than a centimeter to look again into the other mare’s eyes and whispered, “We love thee, Mistress...” Her cool breath that smelled so sweetly of moonblossoms and petrichor blew across the lilac unicorn’s muzzle, tickling her fur and seeping into her nostrils, calming her heart and leaving her focus only upon the lovely face before her.

However, such serenity was brief, as Luna oh-so-slowly moved her muzzle upward to approach her Mistress’s horn. Her cool eyes followed the unicorn’s relatively lengthy horn from her forehead to its pointy tip, the dim teal groove spiraling across its entirety displaying a power hardly seen in mortals. Such power reaffirmed her knowledge of her strength and will, things she found so very tantalizing about the mare, and now more than ever she wished to truly appreciate that power...

Starlight’s expression would best be described as flustered and bewildered as her pet rose upwards, the odd warm feeling mixing with the cool touch of the lunar pony in a way she had felt but once previously, but... No, it couldn’t possibly be that...

A gasp was quick to escape the unicorn’s lips and break her from her thoughts as a warm, wet sensation rubbed across her horn. As it grew, she realized the Princess above her was pressing her tongue onto her length, soon sliding down it and faintly flicking at the groove as it passed by, the sensitivity garnered from the orgasm mere minutes ago drew an elongated and shivery moan from her.

The edges of the indigo alicorn’s wide-open lips raised into a slight smile from her Mistress’s moan, the enrapturing noise eclipsing the rather loud smacks and slaps from the married ponies behind her as the mint and orchid flavour of the tapered horn filled her taste buds. Her tongue continued further downward, sliding along more of the pale pole as she relished in the writhing and moaning of its owner, her lips soon coming around it as well.

The blazing, satiny insides of the Princess’s mouth finally began to envelop Starlight’s horn, the supple lips that then lightly pressed into it while sliding further down, fully fellating the appendage as the saliva-laden tongue rolled back and forth across its width, trailing along the groove in one direction before slurping back to the other side.

Eventually though, Luna found her lips pressed up against the forehead of her Mistress, the length in her mouth writhing from its owner’s euphoric shaking as she continued sliding her tongue across it. The lovely unicorn’s near-constant moans filled her ears while the pleasing taste of her horn flooded her mouth, the alicorn closing her eyes to fully enjoy the sensations with a hum in her voice, inadvertently vibrating the unicorn’s shaft and making her bliss even worse.

Starlight was left shaking like mad from it all, the heat filling her body and spiking in her scorching and drenched sex, her mouth hanging wide open with her tongue lolling out, her mind at a complete blank but for the pleasure racing through her horn. She hardly noticed when the velvety wetness slowly receded from her appendage, the supple lips grazing across it on their way out with the tongue inside slurping about and licking across as much as possible.

The dark alicorn gazed along her Mistress’s half-conscious form, taking in the rather slutty expression on her face and the lovely plump flanks far behind it, both covered in sweat that filled the room with its salty scent, though mostly eclipsed by the musk emanating from between those flanks.

Licking her lips in lustful appreciation, the Princess deftly stepped forward to keep herself above the exhausted pony, the dripping sex betwixt her own hind legs now drawing her attention and forcing her to do something about it. Soon, that snatch was positioned right above the lengthy spire protruding from her Mistress’s forehead, her juices dripping onto it with quiet splats and covering it with a lovely sheen of musky gossamer.

Luna bit her lip in lustful anticipation as she looked down at the glorious horn, and then begun to slowly lower her hips, the pussy down there continuing to dribble as it was brought ever closer to the tapered length, seconds crawling by like minutes before the sensitive organs finally contacted. A gasp escaped her lips as the rigid pole pressed into her labia, the turgid lips in their rosy tint and dripping shimmer parting ever so slightly from the appendage’s taper.

The pleasure on the other end was better than the previous encapsulation; the short absence gave her a yearning that was filled by an even hotter and tighter silky interior wrapping around her horn, squeezing its length as it pushed downwards and swallowed more of the shaft. The enraptured unicorn rolled her eyes up into her head as her limbs twitched lazily, the fluids resting on the carpet below providing a sensual warmth to the light humps her hips unconsciously gave to it.

Marejuice oozed down Starlight’s horn, some of it getting caught in her groove and filling it with an odd sensation while the rest slid further down to drizzle across the mare’s forehead and down her face. The appendage up there continued to split the alicorn above’s frothing snatch though, its solid length being squeezed on all sides by the wet tunnel’s winks and giving it a stiff quality unlike anything else.

Soon enough, the blazing sex pressed into the unicorn’s forehead, the plump flanks of the larger mare enveloping the other’s face, the soft flesh and even softer fur covering her eyes and brushing against her snout. The pony below’s long horn was now fully impaled into her pet’s satiny snatch, the strong winks squeezing the entire length that had absolutely no give, making the receptacle’s owner shiver in sensual delight.

Luna was not quite satisfied with just being penetrated, however, as she next pulled herself away from the stiff length invading her, clenching her pussy as much as possible to best savour the density of the appendage, eventually leaving only the tip inside. The position was not to last, as the phthalo mare’s hips quickly slammed back down, impaling the shaft back within her and smacking her flanks back onto her Mistress’s face with a mild plap.

The harsh clench on the pull out and the swift shove back in made Starlight shake with ecstasy, her mind so addled with pleasure that she couldn’t even perceive the returning tightness in her loins or the swirling energy in her horn. That latter action was, in fact, her horn starting to glow in low waves, like pre from a stallionhood, its heat furthering the blazing interaction between her appendage and her pet’s snatch.

Said interaction was quickly getting more vigorous, the alicorn’s hips getting into a rhythm of moving up and down her Mistress’s tapered shaft, its lubricated length splitting the drooling pussy again and again as it was repeatedly shoved in and taken back out. The solid horn kept getting compressed by harsh clenches from the Princess, the pleasure making her moan out in low tones while the mare below continued to shake in befuddled bliss.

The horn-riding slowly sped up, Luna’s moaning increasing in volume and frequency while Starlight starting sputtering incoherently, the loudening plaps of flesh-on-flesh contact further filling the air.

The dark mare shoved her hips back and forth with such speed that they appeared a blur, the force from each smack down onto the ridden pony jostled her back and forth in a chaotic manner. The inhibiting fog within the pink unicorn’s mind became tinted with pain as the blows against her head gave her a throbbing headache, making her wince slightly with each of them beyond the moans that escaped her from the entire cycle of the sex.

The Princess’s moans were loudening as well, the blazing wetness in her pussy getting even hotter and wetter as it began winking quicker and stronger, a tension emerging in her loins that drove her to ride her Mistress even harder.

Time was left a blur as the pleasure enraptured both mares, the magic-warmed, solid length of the smaller one invading the larger one’s sex, parting it and being squeezed tightly by it, though remaining completely stiff and giving the sex’s owner a lovely pleasure from such rigidity.

Soon enough, though, that pleasure boiled over within Starlight, her incoherent babbles and moans turning into a high-pitched squeal as her horn started sparking, shooting chaotic flares out magic from its tip and into the indigo alicorn above, their power jolting the vagina’s nerves and making her come to a dead stop in surprise and ecstasy. Those blazing flares crackled about in her tunnel, quickly triggering her own orgasm and bursting the tension in her loins, a deluge of marecum blasting out of her filled sex and splattering all over the unicorn below.

The bliss of those sensations; the smoldering snatch compressed all around her madly sensitive horn, the crackling fireworks shooting out of said horn, and the flood of musky fluid splurting all over her face, they filled her mind to such a degree that there was nothing there but that pleasure. She was stretched so thin over all of it that her exhausted mind couldn’t take it any more, the flaming hot white fog that took her turning black in an instant, her body losing any control as she fell unconscious.

Chapter 5: Bathing in Light

Spike walked through the large hallways of Canterlot Castle as he followed the Royal guard, some part of his young mind wondering why he was sent to this room instead of the main throne room, and the rest of his mind terrified from the news that was delivered to him a couple days prior:

The purple teenage dragon was walking through Ponyville Plaza, his mind ruminating on his spontaneous nightmare last night; during Hearth’s Warming a couple years ago, getting so many gifts at once made his greed get the better of him, his draconian biology making him grow incredibly large, thus nearly destroying the entire town and killing all of his friends. The only reason that he didn’t kill everypony was because he gave up the Fire Ruby, something which he had spent months growing, to his beautiful ivory unicorn crush, Rarity.

Unfortunately, giving the Ruby up didn’t happen in his nightmare, leaving him forced to endure the terrible destruction of all he loved until he jolted awake, which was unusual because of how Princess Luna generally stopped any nightmares from getting nearly that bad, but didn’t--or perhaps rather, couldn’t.

As much as the Mare of the Night intimidated him with her muscular form, bat-pony (technically thestral, but that was mostly semantics) wings, and long, forked tongue, he did still appreciate her help.

However, Spike was abruptly ripped from his musings as cold water splashed onto him, making him wince and shiver before shaking it off. He quickly turned to the fountain in the Plaza in the middle of his path between the store and the castle, reopening his eyes to see an amethyst-coloured pegasus pulling herself onto the edge of the fountain, panting and nearly passing out from exhaustion.

“Hey, are you alright?” Spike called out to the mare, making her eyes look up to see him approaching.

“Uh-” The pony tried to croak out, but was cut off by her coughing up some water for a few seconds, eventually being aided by hearty thumps on her back by the drake’s claws. “T-thank you...” She eventually managed through heavy pants, looking up to see the other creature leaning over her with a claw on her shoulder. Her eyes squinted for a moment in thought before lighting up in realization, then she asked, “You’re... Spike, right?”

“Uh, yeah,” Spike replied and nodded in assent, though remained looking towards the pegasus with concern. “You are alright, right? I doubt you just took a dive into this fountain for no reason...”

The mare shook her head, her long indigo and rose-striped mane flinging a bit more water onto the already wet dragon, making him flinch at the cold, which in turn made her blush slightly in embarrassment. “Um, s-sorry,” She spoke in a soft, timid voice, “I-I’m not very good, a-at flying for very long...” She sucked in a breath while the other creature looked partially confused at the statement. “I-uh... w-was trying to fly, t-to Canterlot,” She continued, glancing around above the houses that surrounded the plaza the pair were in, eventually landing on the castle-laden mountain on the skyline, “F-from Manehatten...”

“Oh...” The dragon mumbled in understanding, glancing to Canterlot as well, but soon shook his head and turned back to the pony and asked, “Why were you doing that, exactly?”

“I, um, n-needed to send a message to, P-Princess Celestia...” The pegasus said, her eyes turning to the ground as a downcast expression grew on her face. “I-it’s urgent...,” She added, a bit quieter, seemingly disappointed in herself.

“I can get it there pretty quickly,” Spike responded, turning his head to the side and exhaling a small amount of green flame, the mare gaining a tinge of fear and confusion at the demonstration. “My dragonfire’s enchanted, so that when I burn a letter with it, the letter’ll get sent straight to the Princess.”

The drenched pony’s expression didn’t change from the explanation, only taking several seconds before she muttered in acknowledgement, “Oh...”

“I don’t have any paper with me, but we can go right to the castle and use some there,” The drake said, pointing behind him to the large crystalline castle above the houses behind him.

Surprise flashed across the pegasus’s face, but was quickly quashed by realization and then embarrassment. She looked down and twitched slightly in nervous thought before jerking her head up when Spike started to slowly walk away, keeping his imploring gaze on her, soon making her scramble up to her hooves and trot lethargically behind him as he walked towards the castle in the distance.

“Hello, Spike!” Princess Celestia’s voice cut through the drake’s thoughts, quickly making him look up to see the large golden doors with a sun symbol on them open with the private quarters of the Princess of the Sun just beyond them, the soft ivory-coated and golden-regalia-laden mare herself sitting on a chair behind a large wooden desk near the middle of the room. “Twilight couldn’t make it?” She asked, glancing past her visitor for a moment to find her formal pupil absent.

“Er, that’s right, Princess,” Spike replied, still a bit nervous from the larger situation. “I think she was working with Dash and the Wonderbolts up in Cloudsdale or something...”

The alicorn nodded silently as the dragon walked tentatively into the room, the doors closing behind him with a bang that made him jump a bit. He looked around the room in thinly veiled confusion and anxiety, seeing the large, luxurious four-poster bed on the far wall with a several framed paintings and photos on either side. On his right was a large glass pair of doors that lead to a decently-sized balcony, a small table with two chairs on it, and left of him was a more normally-sized door presumably leading to the washroom.

The royal watched him looking around for a few moments before eventually asking, “What is it, Spike?”

The drake stopped his looking around at the question, his expression turning clearly puzzled as he hesitantly asked, “Uh, why... did you want to meet here, exactly?”

“Ah, well,” Celestia smiled at the question, seemingly expecting it, then turned her head to the balcony door. “That’s the only outside entry point into this room. It certainly is better than the many windows that line the throne room, isn’t it?”

Spike nodded half-attentively, glancing over his shoulders to see the bookshelves that lined the wall behind him, before shaking his head and looking towards the owner of the room. “The throne room has a lot of guards, though. I think that would help if this pony were to try and invade here...”

“Not too likely,” The Princess responded, turning back to the dragon, her smile falling ever-so-slightly, “This, ‘Starlight Glimmer’, as Miss Sweep said, has managed to best the Captain of my Royal Guard and his wife, whom have defeated the Queen of the Changelings herself. And that’s not even to mention my sister...” Her expression became somewhat imploring, leading him to connect the dots and see any normal guard would stand no chance against this mare.

“Right...” The drake mumbled, thinking for a couple seconds before asking, “So, I assume you have some sort of plan in case this pony shows up?”

“In a way,” Celestia replied, pushing back from the desk and standing up, stretching her legs out with the barest of groans. “Any enchantments I could put on this room Luna could easily tear down, but I do have an enchantment on my mind that will prevent anypony from getting in, as it requires the power of an alicorn and none of the others know any counter-spell for this.”

Spike nodded in mild understanding, but questioned quickly, “Can’t you put that enchantment on me as well?”

The ivory alicorn shook her head, responding with, “Sorry, but no. The spell is a rather complicated one that works best when I understand fully the mind of whoever I cast it on, and while I do know you rather well, it’s not much compared to my own lifespan.”

“Oh...” The dragon mumbled in response, looking down towards the red carpeted floor in thought for a moment, then becoming pensive as he said, “I actually think I remember Twilight saying something about a ‘Starlight Glimmer’ before...”

“Oh?” Celestia replied with a raised eyebrow, still smiling with that smile of hers that showed none of her actual emotions.

Spike nodded, glancing up to meet eyes with the Princess. “Yeah, it was like, in some town in the middle of nowhere. I think they--uh, Twilight and the other Elements--said Starlight was the, ‘mayor’ of sorts there, though she really just was controlling all the other ponies there or something...” At the mare’s inquisitive expression, he continued, “They said was like, ‘making them happy by removing any differences they had’, by changing their cutie marks or something...”

The alicorn’s mouth faintly twitched at the passing mention of cutie mark manipulation, but she was otherwise unphased, instead nodding slowly and asking, “And what happened there when Twilight arrived?”

“Uhh...” The drake scrunched up his eyes in thought for a few seconds, then mentioned, “I think they gave the cutie marks back to the ponies, and... then left. The other ponies left as well, though...” He shook his head and looked back at the white mare, “I don’t recall them saying anything about Starlight after that.”

“Hm,” Celestia responded, closing her eyes to think for several seconds, her visitor glancing around nervously. “Well, I suppose it doesn’t matter,” She said as she reopened her eyes, “She likely wants revenge for what Twilight did, though she does seem afraid of her, if she is going to these lengths so that she may have more power when she eventually encounters her.”

Spike nodded, anxiety growing while he responded, “So, that means, she coming for you, next? As in, light, right now?”

“Yes, I suppo-”

The Princess was cut off by the balcony door shattering as a large indigo alicorn flew in, then quickly slamming her hooves into the floor to grind to a stop while flaring her magic with her glaring gaze pointed straight at her sister.

“Luna!” Celestia cried in shock as her attention flew to the other mare, but was quickly shot by a powerful bolt of cobalt magic from that mare’s horn, sending her flying back into the opposite wall, slamming against it with an echoing bang and then flopping onto the carpet below.

Spike gained a look of terror at the Princess of the Night’s wrath, though quickly attempted to collect himself as the pony stomped towards her sister, not even glancing at the dragon. He took a deep breath, preparing to release a torrent of flames, but was quickly stopped from doing so by a pink equine darting in through the window and tackling him into a bookcase.

The dragon’s breath was knocked out of him, but he could still see the figure grabbing his waist was Princess Cadance, her horn lighting up with a light blue as the walls took on the same glow for a few moments before the colour faded. “Soundproofing,” The mare said, looking down into his winded and terrified green eyes with her own lustful amethyst ones as she pressed him against the broken bookcase, soon throwing him to the side onto the carpet and sitting on his chest, compressing his lungs and quashing any hope of exhaling flame.

Looking over to the other alicorns, he could see Celestia jumping up onto her hooves, only to get bucked in the face by her sister’s strong hind legs, smacking her back into the wall, this time with a more deadened impact noise. The Solar mare managed to flare her horn and blasted a beam of golden magic at the other Princess, though for it to get dodged by a quick step to the side and reciprocated by the Lunar alicorn dashing forward with a flap of her bat-like wings and slamming her sister into the wall with her body.

Spike’s attention couldn’t remain on the matriarchs of the Sun and Moon for too long however, as the large plot sitting on his abdomen began slowly moving up his body, sliding its soft coat up his hard scales while remaining pressed into him to prevent any air entering his lungs. There was a bit of relief as the plush ass went over his neck, allowing him to suck in some air, but it was hardly enough before the pink plot got shoved onto his face.

The dragon’s arms, having remained still in shock for the past short while, finally managed to act and move towards his smothered head and press the claws against the alicorn’s ass, trying to force her off. Unfortunately, it wasn’t really doing much.

“Mmph...” Cadance moaned, shuffled her ass back and forth, getting the purple drake’s muzzle deeper within her cheeks and nearly having it press against her anus, the faint stench of sweat down there quickly filtering into his nostrils with its odd ambrosia, making his harsh writhing become slower squirming.

Spike soon shook his head--which had the side effect of digging his face yet deeper into those soft pillows--he shouldn’t be focusing on the pleasurable aspects here! He was almost out of breath and was pinned down to the floor while a battle between the Royal Sisters of Equestria themselves raged in the background, and with the Lunar mare deflecting blasts with ease only to ricochet one around the room so that it may hit the Solar alicorn who fired it, it was not looking good.

He was once again pulled from the terrible reality back into a plush paradise when Cadance pressed further down onto his face, her anus now fully squishing against his snout with that scent getting forced stronger into his nose. “Spikeyy~” The Princess of Love sang, completely ignoring the short glare she got from her Solar counterpart as she shifted her pink butt back and forth a bit more, her ponut rubbing against his muzzle and smearing some of the sweaty juice across it. “Lick me!”

Spike had heard much about this ‘sex’ that many adults were so enthralled with, though he didn’t know all too much about it given his age (and thus Twilight’s punishment if he found out about it). Even so, he could tell that that was being asked of him right then and there, and it really made him think; Should he go through with it? Is it worth ignoring his big sister so he can find out why everypony loves this so much? Is there something he’s missing here, something that might make doing this right now a terrible idea?

Clearly there was, given the bright cobalt and golden magic blasting in the background, but that was irrelevant to his intoxicated and suffocated self, given how he soon assented and slowly opened his mouth so that his tongue may peek out and reach to the tight ponut wedged between those incredible pillows he felt between his claws.

Cadance jumped and flared her wings out a bit at the contact, letting a small gust of air dive under her plot, rewarding her seat with some more time to breathe on top of the oddly lovely taste of her anus. Shuffling her behind a bit more, the mare then sighed contently as the hot dragon tongue started penetrating her plothole, spreading it open and lubricating it even more than her sweat already did.

On the bottom, the drake started to let himself relax as he took in the amazing sensation of finally engaging in that taboo subject which had been withheld from him for so long; the sweat and musk flooding through his nostrils and the blazing contractions on his long tongue as he pushed it deeper and deeper, it all made him question why ponies were so adamant that he--and all foals as well--be kept from this for such a large section of their lives, as it was easily the best thing he had ever felt, even better than a peck on the cheek from his crush!

The screaming of Princess Celestia as she tried desperately to best her more physically capable sister went unnoticed by the two fornicating friends, the dragon’s tongue now getting squeezed uncontrollably by the dopey-smiling and wing-erect mare’s ponut as he adapted to the stenchy, fluffy bliss under her cheeks.

Spike started to work his tongue a bit more, swirling the length inside the alicorn’s canal around to lap up the even sweatier juice inside, the surprising good taste of it making him clench his thighs automatically as some warm feeling enveloping his crotch region.

“Oh! Spikey~” Cadance sensually called out as a cold draft began flitting across something the drake could feel emerging from his crotch, the plush plot surrounding his face lifting a tad as the pony leaned forward, seeming to examine what was causing that sensation. “I have not seen one of these before...” She murmured appreciatively, but then a sharp feeling pierced through that new part of him, making him let out a muffled grunt and jump back from his ministrations in shock.

“Oh... I see you haven’t done this before...” The Princess of Love cooed, licking her lips as she seemed to continue staring at that part of him. “Well, you came to the right mare to teach you,” She said, then threw herself downward and a blazing sensation quickly surrounded that part of him, even more powerful than the sharp feeling from before, pulling an abrupt moan from his throat that got immediately suffused in the soft, sweaty fur of the mare’s butt cheeks.

Unfortunately, he couldn’t bask in the sensation for very long before a deafening BANG echoed throughout the room as it lightly shook, the fat-assed mare sitting on him getting so startled that she fell off to the side with a ‘eek!’ and thump. Fresh air finally made its way to the dragon’s lungs after being suffocated by that glorious musk for so long, bringing enough focus to his body that he could push himself up to sit, his arms remaining there to keep himself stable as he looked over to the opposite corner of the room, where Princess Celestia lay, battered and exhausted before her heavily breathing sister.

Cadance quickly sat up and checked her wings for any bruises from the fall, but everyone’s attention soon got drawn to the open balcony when a bright flash of cyan light burst there, a lilac unicorn appearing in its wake. Luna turned her body to face the mare and bowed, saying in reverence, “Mistress Starlight.”

“Thank you, Luna,” Starlight Glimmer said with a somewhat demeaning tone before looking to the other mare she had controlled. She paused when she noticed Spike, and raised an eyebrow at the pink Princess when she noticed that odd, sensitive part of him--his... penis, he thought?--standing straight up, his whole mien showing bewildered arousal while captured in a stupor from the enfolding events.

“I was distracting him,” Cadance explained blithely, smiling at her ‘Mistress’.

The unicorn merely rolled her eyes and turned towards Celestia, walking over by the royal’s sister, who got up from her bow and turned around as well. They both looked into the fallen mare’s rose-coloured eyes, which only stared back with tired mirth.

“You can’t take me...” She said, laughing faintly with more gall than Spike felt at that moment. “I had something put in place... in case you came here...”

Starlight narrowed her eyes a bit, then looked sidelong to the indigo alicorn questioningly. Luna seemed to catch the look in her peripheral vision while not pulling her gaze from her sister, replying with slight exasperation through her subdued heaving breaths, “It it likely merely a layer of defense we as of yet know not about; Sister was never the type to pose an ultimatum or create a legitimate contingency. Too lenient for the former and too optimistic for the latter.”

Everyone else in the room watched as the unicorn nodded and flared her aqua magic, tilting her head down and soon firing a beam of magic right to the ivory pony’s horn, keeping the beam up as her face started straining and the other’s grinned through some faint twitching. She quickly cut off the magic, standing back up to full height and looking down with moderate surprise and confusion on her face.

Celestia laughed a bit more at her aggressor's expression, then tapped the side of her head with a forehoof. “Mind-control resistance,” She said, letting her foreleg flop back down onto the carpet as she grinned back into the grey-blue eyes opposite hers. “You don’t have nearly enough power to break this...”

“Maybe,” Starlight said with a smirk, not at all put off by the Princess’s confidence, then looked to the dark alicorn beside her, “But she does.” She said no more before tilting her head forward again while flaring her horn, the mare beside her doing the same.

The mare of the Sun seemed slightly shaken by her aggressor's brazenness, looking between the intricate cyan and bright cobalt magic charging up before they soon blasted towards her, colliding in the air and fusing together before continuing straight into the white royal’s horn. This time however, Spike could see her straining and mentally fighting back against the magic, the mind-control of the unicorn and power of the alicorn clearly having combined to break past the fallen pony’s defenses.

Several seconds passed with the bright, sparking magic flowing from the two composed intruders into Celestia, making her grunt and groan in strain as her eyes lost focus, subtle sparkles of magic pulsing within them as the magic seemed to slowly take hold in her mind. Those radiant eyes that held such hope and persistence now dulled to a placid acceptance, her mien going from strained denial to apathetic confusion as her personality was stripped away, only being replaced by a hollow shell to be used by others.

All the magic eventually winked out, the beams cutting off from the horns of their progenitors and quickly racing into the Princess of the Sun’s mind, the bright lights being no more and letting the alicorn relax her tension and blink away the mess of magic that just invaded her. “M-Mistress...?” She eventually muttered as her eyes began to refocus on the lilac unicorn before her, who was breathing a bit heavier in magical exhaustion, but quickly gained a grin at the reverent word directed at her.

“Alright,” Starlight breathed in relief, “Only one more to go.”

“‘One more’?” Celestia asked, grunting with effort as she pushed herself up her hooves.

“One more pony to get,” The unicorn replied, looking around at the three alicorns she had now managed to get under her control, as well as a lingering glance as the still stupefied and unmoving dragon. “Twilight Sparkle is my last target; she’s who I’ve been building up to all this time.”

Cadance looked to her Mistress as well while she reached practically subconsciously a hoof to the dragon’s still somehow erect penis, snapping him from his unthinking reverie and into a whirring daze and making him look at the long pink thing that had emerged from a slit in his crotch as it was slowly stroked by the Princess of Love’s pink hoof. He twitched and huffed at the blazing pleasure came back again, now lingering with each slow movement of the hoof up and down his penis.

Starlight didn’t notice the light intercourse happening, too immersed in the thoughts as she was. “I captured all of you not so much as to help me capture Twilight, but more to break her. See, I’m not going to put her under my control so quickly, not after what she did to me; no, I’m going to make her suffer.”

Spike had a hard time absorbing what was said as he got pleasured by the royal, though he did eventually figure out just how bad the situation was and it made him confused as to why he would ever ignore his friends just so he could get some temporary pleasure. That confusion whirred in his mind, with thoughts and ideas being thrown out on each side, but never reaching a conclusion as the pleasure still flooding his system made it so damn hard to think!

“What about him?” Luna asked, staring at the copulation the pink Princess was giving to the still sitting up drake, making the unicorn fully look towards him and pause for a few seconds, then look to the alicorn’s eyes with a questioning look.

Cadance stared back, but then glanced to her hoof, apparently just realizing what she was doing with it. “May as well, right?” She said with an innocent shrug, looking back to her Mistress.

Starlight rolled her eyes and sighed, assenting with a nod and quiet ‘Sure...’. “Regardless...” She began while peering into Spike’s eyes, which only now managed to peel themselves away from their owner’s sexual attendant and looked back into the unicorn’s own. “After I capture Twilight Sparkle, I could easily do the same for all of her other friends, including that white unicorn he has a crush on, so that he could be with us where they could serve our every whim.”

The dragon contemplated on how that might work; every time he was with his crush, she always seemed so uncontrollable with her own schedules and appointments and goals, making their less time than he would like with him. But with this arrangement, she could be his--all his, doing anything he wanted, obeying any order he gave her... such as perhaps teaching him in that ‘sex’ he knew so truly little about?

His dragon greed made him shift uncomfortably as he grew slightly, the penis Princess Cadance was still stroking--stoking the pleasurable haze in his mind, no doubt--getting a bit bigger as well.

However, even with the pleasure becoming a bit stronger from his growth, that exact thing shocked some memories back to him, specifically of the last time he succumbed to his greed, leading to him practically destroying the very town he lived in.

“No!” He suddenly shouted, regaining enough of his faculties to even speak; his friends were too important to leave just for his own sexual pleasure!

“Disappointing,” Starlight said with a sigh, casually flaring her horn its signature aqua and blasting straight at the dragon’s head, shoving him onto his back with his head forced back into the carpet as her magic invaded his mind, twisting his wants and desires with a practiced finesse and swatting away any of his youthful resistance with minimal effort.

After just a few seconds, the unicorn pulled back and stopped her magic, the room coming back into view for Spike as he raised his head and looked towards the lovely lilac mare before him. “I, uh...” He muttered dazedly, blinking his unfocused eyes and gazing bewilderedly at his Mistress. “W-what was I just doing?”

“It doesn’t matter,” Starlight curtly said with a glance to the dragon dick that had remained erect all this time, the pink hoof stroking it up and down and its owner’s lustful staring at it hardly having stopped. “You serve her for the moment,” She commanded, pointing to the Princess of Love, who looked towards her Mistress in surprise at what had just been said, but received no further commands as the unicorn turned away and walked over to the bed, instead speaking towards the other two alicorns, “I’m a bit stressed as of right now; I hope the supposedly immortal wielders of the Sun and Moon themselves can sate my desires.”

Both Celestia and Luna quickly understood the command, trotting over with the former on the left and latter on the right to the large four-poster bed which their Mistress had taken to sitting on, her hind legs hanging off its edge and her vagina and teats sitting completely exposed between them. “Lick me, my pets,” Starlight commanded while leaning back onto the bed, her tail being brought out from behind her to beside her, flicking around faintly with her slightly laboured breaths.

The two princesses glanced at each other with a somewhat confused look as they thought on how may work together, but quickly shrugged it off and walked forward together, pushing the sides of their bodies and head into each other to better work together on the purple flower and tits before them.

Meanwhile, Cadance was still giving that hoofjob to Spike after having regained her senses after being given control over the dragon, which now had given her some very interesting ideas... “Don’t move, Spikey~” She ordered through hefty breaths as she looked at him with a smoldering gaze and leaned forward, her eyes transfixed again on that long, pink cock standing proudly above its owners crotch and just now starting to leak some clear fluid.

The dragon gave out a breathy growl as his lust started to fully kick in, letting his head fall back onto the plush carpet as the soft hoof slowly moving up and down his shaft kept going, soon making contact with his precum and beginning to smear it all over the rest of his cock. The draft from the open window felt stronger now from the wetness on him, the lighter pressure also allowed by it tickling his length and making it twitch in repressed arousal.

Eventually, the alicorn finally had enough of the teasing and sidled over onto the dragon, her plot once again resting over her face, but this time it was easily accepted by its victim, though he refrained from doing anything because of his temporary Mistress’s command. The large dick protruding from him got a few more quick pumps from the pink hoof before it became engulfed in the mare’s mouth, which made him moan out some hot breaths that tickled the holes wedged between her cheeks, some fluid beginning to leak from them as well.

The same type of fluid was trickling out from Starlight’s pussy as the princesses--whose heads were stuffed between her hind legs--licked at it with slow, lapping motions in a rhythm that rotated between the two. The unicorn sighed in pleasure as she felt those warm, wet tongues stroke along the length of her flower, dipping just the barest bit inward to tickle its tight interior.

It didn’t remain that way for too long, as Luna then stopped at her lapping to push her tongue straight into her Mistress’s snatch, its heat and length making the walls around it twitch and convulse in pleasure. Celestia snorted, slightly put off by her sister’s zeal, and instead moved up to the perky teats that had remained untouched as of yet, pushing out her own tongue and caressing with it the purple tit on the left, squishing it slightly while her lips puckered and pushed forward to kiss the nipple atop it.

Starlight started moaning with more fervor as her teats and pussy got sucked and penetrated respectively, the latter she could feel being stretched deeper than any tongue should have been able to reach, only making sense to her when she recalled the thestral part of the lunar princess.

A similar type of tongue was also present on Spike, who used its length to quickly penetrate the tight ponut between Cadance’s plot cheeks, tasting deep within her sweat-drenched anus and pleasuring all the nerve endings he could with wiggling and swirling motions of his tongue.

The mare atop moaned loudly with each cycle of his licking, the cock she was stuffing deeper within her maw muffling and getting pleasured the noise coming from her throat, which had just started to get violated by the draconian dick. The masculine musk present all around the shaft was getting wafted into the pony’s nostrils with heavy sniffs and lapped up by her own tongue, slobber being left to drip down the cock’s length, which seemed to be a bit longer that it was just a moment ago...

Cadance’s wings, which were previously merely standing straight out, quickly jolted into a nearly painful erection as she paused in her oral ministrations and felt the dick actually growing within her mouth! She shuddered lustfully at the idea, then returned to her pleasuring with fervor, pumping her maw up and down the shaft, trying to get it deeper and deeper, all the while lapping and slurping loudly at its girth.

That was not to discount the sounds coming from the trio on the bed, Starlight’s moans having heightened in volume quite a lot from the tongues swirling around in her snatch and lapping at her nipples, the salacious sounds coming from those ministrations mingling with all the others to create what could only be described as an orchestra of fornication. A messy, sloppy, reeking orchestra, but an orchestra all the same.

Celestia played her own part by tweaking her Mistress’s nipples and slurping her tongue across the teats the were on’s surface, covering them in saliva and making the moaning coming from the unicorn above ever louder and more feverish. Luna’s tongue, on the other hoof, was as deep as it could go into her Mistress’s canal, having begun moving around in a corkscrew formation that took more practice than she was wont to admit to execute, its geometry pushing gently out the entire tunnel, stroking along its full circumference to pleasure it as much as she should ever be able to.

Starlight could easily feel all of that; it felt like there was a hallow shaft in her pussy, constantly rotating and tickling her tunnel all the way down it. Likewise, the cool wetness the saliva created on her teats was regularly interrupted by the blazing tongue of the mare of the sun, making a stark contrast between the two feelings which only rocketed her pleasure higher. The feeling that had built in her loins so often as of late she now noticed was almost at its peak; her distraction clearly preventing her from realizing it any sooner.

That same feeling was in Spike’s crotch as well as both mare and drake slowly climbed towards their orgasms, the latter having his shaft pumped quickly up and down all the way to the base now, even as it continued to slowly grow longer and thicker. While that did say much about how experienced Cadance was in this labour of love, but her unphased ministrations showcased that much better, especially in comparison to the squirming dragon under her tail and the writhing unicorn on the bed.

Still, the princess of love did feel the long, hot draconic tongue piercing her pussy and invading her innards in an incredibly pleasurable way for the boy’s inexperience, possibly due to the deep moans he was constantly letting out. Nevertheless, the other hot, long part of the dragon in her mouth was also rather pleasurable with its taste and scent that singed her tongue and parched her nostrils, and the precum spurting forth from it in increasing volume made it all the better.

Spike could feel the fluid squirting out from his cock as well, the throbbing of his painfully hard shaft making it impossible to ignore as he felt his loins tense further and further, like something was building up in his body and waiting to be released... Starlight felt the same thing in her own genitals as the two rulers of Equestria continued pleasuring her, both her and the drake’s moans now reaching a fever pitch and taking just a little push before...

With a scream of pleasure, they both orgasmed; Spike’s now rather large dick throbbing with force and cum rocketed forth and shot into Cadance’s maw, the searing temperature of it catching her off guard and nearly making her choke on and splatter out of her stuffed mouth the first rope of it, but she soon got ahold of herself and swallowed the rest with mild ease, all the while Starlight’s pussy erupted in marecum, splattering it all over the ivory and indigo alicorns’ faces.

For several seconds, their orgasms continued, Cadance swallowing load after load from the pent-up drake with pain clear on her face while Celestia and Luna lapped up the geyser of juice coming from their Mistress as if their lives depended on it.

Eventually, it all did finish, the three princesses pulling themselves away from the genitals they were upon, the solo one in haste and coughing out some faint wisps of smoke before looking back to the dragon’s face, while the duo went away ever so slowly, only leaving the addictive flower to check on its owner. Both Spike and Starlight, having experienced an incredibly strong orgasm in their stressful situations, practically fell asleep on the spot, irking the alicorns that had pleasure them.

“Dangit...” Cadance muttered, crestfallen at the sudden stopping of the growing dragon’s long tongue squirming in her pussy and hot, deep, vibrating moans being forced into her snatch.

Celestia and Luna quickly stood up fully to look at their Mistress’s exhausted face, which soon gazed at them through half-lidded eyes that clearly told them she wasn’t going to do anything further right then. The diarchs soon left her to her sleep and turned around to the other princess, all three then standing around awkwardly without a clear command from the unicorn before they walked into the middle of the room to meet in a messy three-way kiss.

The noises from that encounter, as well as the snoring from the asleep creatures coming in soon after, easily reached the hooded equine watching from the open balcony, a large smirk clear on their face from a faint crimson light whose source was covered by the cloak.

“Getting ever closer, Glimmer,” The figure whispered with a distinctly feminine voice, scheming clear in her tone, “Little do you know how this world always works…”

Chapter 6: Magic Blackout

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.

Chapter 8: Magic Blackout (edit)

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