Chapters It was the middle of the day, several students were hustling and bustling through the corridors of the school on their way to their next classes. Starlight Glimmer had been called to Twilight's office for a discussion, she was briefly worried that perhaps her cover had been blown and that Twilight had discovered that she was working on what was essentially an enslavement spell, but she decided to keep her cool and not jump to conclusions just yet.
She knocked on Twilight's door, to which she heard Twilight say "Come in". Starlight walked in and without even looking away from the paperwork on her desk she said "Ah Starlight, glad you could come, please take a seat". Starlight did as she was told and waited patiently for Twilight to start the conversation. After Twilight had sorted through all of her paperwork she looked up at Starlight with a smile "It's great to see you Starlight, how are you finding things as counselor?"
Starlight, with perfect acting, chuckled and said "Oh I can't complain, not many pupils come to see me, it's the school of friendship after all! What did you want to see me about?"
Twilight said "Well actually that's what I wanted to talk to you about. I realize that not many students actually need a counselor, unfortunately I am having the opposite problem. I have a lot of royal duties to attend to but because I'm busy running this school I haven't really had time to do so, so I've had to prioritize and am sad to say that my royal duties have to come first."
Starlight was surprised at this turn of events "Really? Who is gonna run the school?"
Twilight just smirked and let her eyes do the talking. When Starlight realized what Twilight was saying, her thoughts ran wild, this was too perfect. Was Twilight really about to offer her the job of head mare? She couldn't have orchestrated a better situation to enslave Twilight if she tried, she held in her excitement and slipped back into her goody-two-shoes role "You mean to say... you want me to be head mare?!"
Twilight clapped her hooves and said "Yes! I mean who better to run the school than my prize pupil? Trust me, you'll do a fantastic job, I know it! All the paperwork necessary is right here on my desk". It was good that Twilight had gone through with arranging all the documents herself, it made it that much easier for Starlight to dispose of them. She had no intention of actually running the school, she'd rather see it crumble to the ground. Then again, if her suspicions about Cozy Glow were correct, she wouldn't have to wait long for that particular scenario.
"Twilight... I don't know what to say" said Starlight, waiting for the right timing to cast her spell.
Twilight simply moved away from her desk and said "Then don't say anything! I'll leave you here to get accustomed to your new office". Before Twilight could walk out the door, Starlight quickly lit up her horn and hit Twilight with her spell. Twilight never saw it coming and she couldn't block or dodge it, she had been caught and was now stood still as if in a trance, excellent.
As per usual, Starlight had to recite the trigger for the spell to take full effect "Twilight! Hear my voice and listen!" A blinding light filled then room then instantly disappeared.
Twilight stood still for a moment before bowing her head "What be your command my love?" Love? Starlight was taken aback, she was expecting her name or maybe even a title such as queen, but love? She might have overdone it on the "want it, need it" part of the spell. On the other hand... this might have actually been better, what better revenge could she get on the perfect prissy purple princess than to have her submit not just her mind, but also her body! Sure, she admitted to herself that regular dependable sex with a reliable slave was a bonus, but it all worked in her favor anyway.
"Twilight" said Starlight "My commands are as follows. Firstly, you will pick out suitably sexy attire and apply equally enticing make-up for my viewing pleasure, do not be seen by any pony. Second of all, do not be so stoic in your personality, adopt a personality that will match the attire you pick out. Finally, once my business with you is concluded, you will assist in my enslavement of the other princesses. Am I clear?"
Twilight nodded and said "Yes my love, I will be back as soon as possible". With that, Twilight teleported away, leaving Starlight to briefly think about what kind of depraved things she could do to the princess once she was back. She guessed it would depend on what Twilight came back with, one thing she could do however was cast another spell that induced a permanent heat, that would be a delicious form of torture.
When Twilight reappeared, Starlight saw her and damn was she absolutely gorgeous in the cutest possible way. Twilight had her hair done up in pigtails, she was wearing a white shirt with a loosely worn black tie and a tartan schoolgirl skirt. The make-up was also rather fetching, thick black mascara and eyeliner, baby pink lipstick and baby blue eye shadow, she had the look of a barely legal schoolgirl down to a tee. Her personality was also spot on, even if it was a bit too much like Pinkie Pie, with a big grin Twilight said "Heya Starlight! Whatchu doin?"
Starlight smirked and said "Oh you know, just hoping there was a naughty student here that I could punish, do you know of any naughty students or might be willing to offer up their ass for a beating?"
Twilight shuddered "Ooh, I could be your naughty student if you like... Miss" Starlight was loving this already, she couldn't wait to see what the other princesses would do, but first she had to deal with her naughty student.
"What a good idea" said Starlight "Now, bend over that desk for me so that I can punish you properly you fucking slut". Twilight nodded eagerly and immediately bent over the desk, sticking her ass out as far as she could to give Starlight the best possible target, she needed a spanking. Starlight picked up a nearby ruler with her magic and teasingly caressed Twilight's exposed butt cheeks with it, Twilight shivered at the gentle cruelty of Starlight deciding not to just immediately start abusing her ass. Starlight chuckled, she brought the ruler back and then swung it forward, slapping Twilight right on her left ass cheek.
Twilight let out a yelp, Starlight was going to enjoy this, she brought the ruler back again and swung it forward until it smacked Twilight's right ass cheek. For the next few minutes Twilight yelp as Starlight swapped back and forth between each cheek, each spank seemingly getting harder and harder as she tried to top her previous swing strength. Eventually the spanking became too much and Twilight came all over the floor, her pussy squirting hard, Starlight simply stopped and admired the red tinge now on Twilight's ass, she could imagine the heat and the intense stinging Twilight must have been feeling. Now it was time to get some real physical pleasure.
"Twilight, get off the desk and turn around" said Starlight, Twilight obeyed, slight tears in her eyes from the pain of having been so roughly spanked. Starlight moved a little closer to Twilight and faced away from her, then used her magic to shove Twilight's face into her ass. "Lick my asshole bitch" said Starlight, holding Twilight's head in her magic, not allowing her to pull away until she was satisfied with Twilight's tongue skills. Twilight closed her eyes and set about licking Starlight's tight puckered asshole.
Starlight moaned as she felt the moist warmth of Twilight's tongue dutifully lapping away at her twitching back entrance and pushed on Twilight's head harder. Twilight slid her tongue into Starlight's ass and pressed her lips right up against her hole, basically starting to make out with her ass. As Starlight turned off her horn and allowed Twilight to pull away, Twilight let out a little giggle as she noticed a big light pink kiss mark right on Starlight's saliva slicked ponut.
Starlight was ready to be finished off, she spread her legs a little, making it easier to access her hole before saying to Twilight "Horn fuck my ass".
Twilight was surprised, she simply said "What?"
"You heard me you worthless cunt, take that horn of yours and fuck my ass with it until we both cum, or do you not want to be my bitch?"
Twilight panicked and cried "No no, I do! I do! Please forgive me!"
Starlight smirked and said "Well, I'll consider forgiving you if you just do as I ask"
Twilight nodded and said "Yes Miss, immediately". Twilight bowed her head and with some careful aiming managed to get the tip of her horn perfectly lined up with Starlight's asshole. Twilight, having never done this before, didn't realize just how sensitive and easily stimulated a horn could be, which is why she moaned loudly as she slowly inserted her horn into Starlight's ass until her forehead was pressed right up against her ass cheeks. Starlight also let out a little sigh of contentment, the feeling of a long smooth horn being pushed into her tightest hole was something that made her body tingle. Gently, Twilight began moving her head back and forth, thrusting her horn in and out of Starlight's warm and welcoming ass.
The movement was tricky and slightly awkward, Twilight almost had to move her entire body just to build up a consistent rhythm and it made her body ache ever so slightly, but she carried on as the pleasure in her horn kept on growing. Starlight was already very on edge and the horn fucking she was receiving was bringing her closer and closer to orgasm, but Starlight was getting impatient, while she was enjoying the soft pace that Twilight had built up, she needed to orgasm sooner rather than later. "Harder" said Starlight, Twilight grit her teeth and went a little bit faster but it still wasn't good enough, Starlight was getting there but not nearly as quick as she would have liked"Come on bitch, do it harder! Pump that horn in and out of my asshole!"
Twilight scrunched up her eyes and compelled her muscles to work even harder until her forehead was clapping up against Starlight's ass cheeks, lucky for Twilight that was just what Starlight needed as she let out a throaty guttural groan and came, her pussy squirting right onto Twilight's face. It was a few seconds later that Twilight began gasping desperately before ramming her horn as far up Starlight's ass as she could before her horn glowed and began shooting a strange liquid from the tip. Starlight cooed as the warmth of it filled her rear, she loved the feeling of raw liquid magic being squirted inside her body. When Twilight's horn died down, she felt completely and utterly drained of magic and energy and slumped to the floor with her eyes crossed and her tongue hanging out, pulling her horn out of Starlight's ass in the process.
Starlight felt refreshed as the liquid magic in her butt was absorbed into her body, she partly got Twilight to do that for pleasurable reasons, but also because the liquid magic Twilight had willingly shot into her ass would increase and strengthen her own innate magical power, which would come in handy when conquering the next three princesses. As Starlight cast the permanent heat spell on Twilight she said "Come along, I think it's time we invited your pretty pink sister-in-law in the Crystal Empire to pay you a visit".
Spike was extremely confused when Starlight and Twilight returned to the castle, especially considering Twilight was dressed as a slutty schoolgirl doting on Starlight. "Twilight..." Spike said "Why do you look like that?"
Twilight ignored Spike's question and said "Spike, take a letter!" Starlight realized that Spike's knowledge of Twilight's personality shift might jeopardize her mission, but allowed him to write the letter and send it before disposing of him, after all she still knew her time travel spell and didn't need some scroll of text to make it happen.
Meanwhile, Cadance was minding her own business when she received the letter Spike had written, she unfurled the scroll and read it to herself.
"Dear Cadance,
I know you must be busy right now, but I need to see you about something very important, could you please come to Ponyville? I'll be at the castle.
Twilight"
The tone of Twilight's letter sounded very serious, Cadance caught the next train to Ponyville. Starlight was busy getting rid of Spike, she couldn't have any witnesses other than the princesses themselves, it was part of the reason they were going to be teleporting everywhere rather than walking. Spike screamed as he was pulled into a time vortex and then there was nothing but silence when it closed, Spike landed on the ground with a thud before he stood up and looked around, but all he could see was a bunch of farm and tiny settlements. However, he noticed at the top of a very tall throne there was... oh no, that was Grogar. He had been transported to a time before Equestria was even established and he had no way back!
Back in the present, Starlight gauged Twilight's reaction and found it amusing to see that Twilight didn't seem to particularly care. It was particularly good timing as well, because Cadance had clearly thought Twilight was in some sort of trouble and had gotten to Ponyville as soon as possible and had rather stupidly not brought any guards or even her husband to accompany her, Cadance walked through the castle doors and said "Twilight, I came as soon as I could, what-" Cadance stopped as she saw Twilight stood there with a big grin on her face and dressed as a schoolgirl, which wasn't exactly what she was expecting.
Another thing she wasn't expecting was for a blast of magic to hit on the side of her head as Starlight stealthily cast her spell and launched it at Cadance. The power of the blast made Cadance stumble a little before shoe stood straight up in the same trance that Twilight had been in before her. This was almost too easy. Starlight cleared her throat and said "Cadance! Hear my voice and listen!"
After the same burst of light that came with the trigger, so did the results as Cadance turned to Starlight, bowed and said "What be your command my love?" Starlight grinned, another princess in the bag, only two more to go after she had some fun with Cadance.
Starlight decided it would be best to give her the same commands that she had previously given Twilight "Cadance, here are my demands, wear an outfit that is designed to be sexually enticing and arousing as well as make-up to match, furthermore you will adopt a personality befitting of your outfit and then after some sex, you will help me and Twilight enslave the other princesses. Do not be seen, understood?"
Cadance nodded and said "Yes my love" before teleporting to some unknown location. Minutes later Cadance returned and she had gone extremely sexual with her outfit, she looked to be the very definition of a femme fatale. She was covered head to hoof in a silky blood red dress with matching lipstick, her mane and tail had been straightened to fit the soft flowing nature of the dress and to top it all of some mascara and eyeliner with dark purple eye shadow. She was gorgeous. Cadance smirked and said "I assume you approve of my look honey?" Cadance struck a seductive pose before winking at Starlight, who was already getting wet at the sight.
Starlight grinned "Excellent, very excellent indeed. I think I already know what I'd like to do with you". Starlight closed her eyes and lit up her horn, focusing the magic on herself she replaced her vagina with a long think stallion cock and a heavy set of testicles to go with it. Cadance and Twilight eyed the newly crafted male appendage with awe and just a hint of desire. "Cadance" said Starlight "Get over he so that I can mount you. Twilight, suck off her horn until it blows a magical load but don't swallow it, it belongs to me".
Cadance walked over to Starlight then turned to face away from her, using her magic to lift up the back of her dress and drape it across her back, then lowered her head so that Twilight could easy wrap her lips around her horn. Starlight was already very hard as she rear back and hooked her forelegs around Cadance's hips, with some careful prodding she found Cadance's sopping wet pussy, which was very loose but still fuckable ever since she gave birth to Flurry Heart and became a MILF. Starlight pushed forward, sliding her virgin cock into Cadance's baby maker, the sensation of having a dick and pair of balls was strange enough, but putting it to use was even weirder as she was having to get used to a myriad of new feelings in her new body parts, plus putting muscles to work that wouldn't ordinarily be in use.
Starlight sighed as she bottomed out in Cadance's pussy and held herself there, enjoying the warmth and comfort of a willing pussy around her cock. Twilight had gotten her lips around Cadance's horn and began taking it further into her mouth, Starlight was surprised to see that Twilight was actually managing to deep-throat the thing until her lips were planted firmly against her forehead, impressive considering she not only had to account for gag reflex but also for the angle of her throat. Starlight decided she had been still for long enough, it was time to fuck this bitch, she pulled her cock almost all the way out before sinking it back in. It felt fucking amazing. She repeated this pattern a couple more times until she had acclimatized to being the male in the situation for once, then began thrusting in earnest, her full balls slapping against Cadance's thighs.
Twilight on the other end was sucking off Cadance's horn like she had been doing it for years, her horn ministrations were practically expert as she licked and sucked from tip to base. Cadance wasn't going to last long at this rate. Alas, being that Starlight had never felt the pleasure of fucking a mare with a real penis, she was woefully unprepared and didn't last as long as she would have liked. She groaned and tightened her grip on Cadance's waist as she shot her very first load, thick and virile, directly into the princess pussy she was fucking. Cadance enjoyed the feeling of a huge amount of cum being deposited into her fuck hole, but didn't get to an orgasm herself, which left her poor wanting pussy unsatisfied.
As Starlight pulled out and dismounted, breathing heavily, she made up for her lack of dick experience by leaning down and shoving her horn into Cadance's pussy. Cadance gasped as she felt Starlight ignite her horn, the magic enveloped her pussy and with a quick burst of magic she screamed as an unexpected full orgasm rippled through her body, soaking Starlight's head with her fluids. Almost immediately after, Cadance couldn't hold back the pleasure her horn was feeling and just as Twilight was back at the tip, liquid magic burst out from her horn and into Twilight's mouth. Remembering Starlight's orders, she allowed the substance to collect and pool in her cheeks. The liquid itself had the same consistency as water, but the taste was harder to describe, it wasn't unpleasant but it wasn't particularly flavorful either, the closest thing she could equate it to was sugar. It was sweet.
Starlight pulled her horn out of Cadance's quivering pussy, thoroughly exhausted as her dick and now empty cum factories simply vanished to make way for her female genitalia. Seeing Twilight's cheeks slightly ballooned out from the copious amount of liquid magic in her mouth she made her way over to her, Twilight stood still as she allowed Starlight pull her in a kiss, she let the liquid magic flow out of her mouth and into Starlight's, emptying her cheeks to fill hers. When Starlight pulled away she licked her lips and swallowed, again her body absorbed the magic making her even more powerful than she was before. "Right..." said Starlight just as she cast the permanent heat spell on Cadance "Now for the final two princesses, to Canterlot girls!"
As luck would have it, in her continuing effort to maintain the facade of doing friendship lessons because she wanted to be a better pony, Starlight knew there was only one time when Celestia and Luna were both in the same room together. First thing in the morning after Celestia raised the sun. As even more luck would have it, Twilight knew how to sneak into Canterlot undetected just before the sun was raised. Cadance didn't know anything useful, fucking bitch. After reaching the door to the main hall, Starlight said "OK, you girls stay here and knock on the door, when Luna and Celestia open just keep them distracted while I teleport behind them and perform my spell, alright?" They both nodded and knocked on the door.
Starlight hid by the side where she would be hidden from view, Celestia and Luna opened the door to see Twilight and Cadance, but were immediately confused. Twilight was in a schoolgirl costume and Cadance was dressed like a lady of the night, what was going on? Twilight and Cadance both grinned and shouted "Surprise!"
By the point, Starlight had already teleported behind the princesses and as soon as she heard the girls say "surprise" she launched to bolts of magic at the princess, which hit them right in the back of their heads and sent them falling to the floor. A few seconds passed, the princess stood themselves up and then just stood there, they were in the trance and all they needed was the trigger. Starlight grinned and said "Princesses! Hear my voice and listen!"
A burst of light, Celestia and Luna turned to face Starlight before bowing and simultaneously saying "What be your command my love?"
Starlight couldn't wait to see how this played out "Celestia, Luna, you shall each find a costume and make-up that you deem to be seductive and sultry, as such you shall also adopt the appropriate personality that would be attributed to the type of person who would be wearing the clothing you select. Do not be seen." Celestia and Luna nodded before teleporting away. Twilight and Cadance entered the main hall and closed the door behind them, they didn't want anyone interrupting their playtime after all. When Celestia and Luna were back, they both had radically different ideas as to what was considered sexy.
Luna was wearing black fishnet stockings on each of her legs that were held up by a garter belt connected to a black leather corset. For make-up she had black lipstick, mascara and eyeliner with black eye shadow, it was the full goth look. Starlight smirked as she noticed that Luna had seen fit to also insert a black butt plug in her rear just to finish off the look. Luna rolled her eyes and said " M'kay I'm back, so are you gonna like fuck us or what? Just do whatever, I don't care".
At first glance, Celestia was less impressive. She hadn't changed her clothes at all except for one additional item, but in this case less was more. Around her neck Celestia was wearing a red collar with a little gold tag that said "Celestia" on it, she was sitting down on the floor with her forelegs up and panting like an excited puppy, because that's what she was being. She was even wagging her tail from side to side.
Everything had fallen into place, after Starlight absorbed the magical essence of Luna and Celestia, her power would be unmatched and she could take her rightful place as ruler of Equestria. She took a seat on the throne and said "Luna, step forward and jam your fucking horn into my pussy".
Luna started walking forward and said "Fine, whatever. It's not like I got anything better to do anyway". Luna got in front of Starlight and lowered her head, she moved forward and in one smooth motion slid the entirety of her horn into Starlight's pussy, the tip just barely touching the entrance to her womb. Luna stayed there for a few seconds, her eyes were wide and her mouth agape, she refused to move.
Starlight was confused and looked down, why wasn't Luna moving? It wasn't as if she had to order her to do it, the previous instruction was very clear and didn't require specifics, maybe-
Starlight's train of thought was interrupting when Luna let out an extremely loud groan of pleasure as her horn began blasting liquid magic inside Starlight's pussy. This took Starlight quite by surprise, she wasn't expecting to be receiving liquid magic quite that soon, Luna and Celestia had clearly never gotten laid. Starlight had always assumed that the princesses didn't have any biological children because they were barren, which they were, but it seems like nobody had ever fucked them during their reign either. She wasn't intending for any of her sex slaves to become pregnant if she decided to create herself a dick and fuck them anyway, although magic made seed was fertile, it could never impregnate a natural egg. The magical properties of the seed and the natural elements of the egg just didn't mix, magical seed could only fertilize magical eggs and natural seed could only fertilize natural eggs, that's the way it was.
Getting back on track, Starlight s body absorbed the magic as Luna pulled out, whimpering from such a powerful horngasm which left Starlight rather unimpressed. "That was pathetic" she said "Cadance..." Starlight ignited her horn and gave Cadance a fairly large package with balls to match "Come over here and fuck this bitch while Celestia hopefully delivers a better horn fucking". Celestia gulped and brought her horn to Starlight's pussy, she pushed it in, going further and further until her horn breached the barrier of her cervix. Starlight squirmed in slight discomfort as Celestia kept going until it was all in, a good inch of her horn in Starlight's uterus.
However, Celestia fared no better, she howled as her horn flooded Starlight's baby factory with liquid magic to the point where her belly almost began to grow, it was lucky that liquid magic couldn't fertilize eggs either. Starlight groaned in frustration while her body absorbed the magic "You two are completely and utterly useless! Twilight!"
Twilight rushed over and said "Yes Miss?"
Starlight bestowed Twilight with the same gift she had just given Cadance and simply said "Fuck her".
Twilight and Cadance approached Luna and Celestia respectively, as soon as Celestia had pulled her horn out of Starlight she mounted her. Cadance turned Luna around to face her using her magic, clearly deciding to take her mouth, Twilight it seemed was trying to gain entrance to Celestia's ass.
Before they started, Starlight cast the permanent heat spell on Celestia, then set about masturbating as she watched them both get their holes fucked, rubbing her hoof against her moist pussy. Cadance wasn't exactly a gentle lover, she pretty much rammed her cock in Luna's mouth and began fucking with wild abandon, Luna gagging, hacking and coughing the entire time. Twilight was more methodical, she repeatedly pressed the tip of her cock against Celestia's pristine pony princess pucker until it finally allowed her cock entry.
Twilight slid her cock into Celestia's ass, making her whine like the bitch she was. When Twilight had gotten herself all the way inside, with her hips pushing her against her majestic butt cheeks, she began pumping herself in and out at a measured and steady pace. Cadance on the other hand was panting and sweating, mercilessly thrusting away at Luna's mouth to a point where her eyes were watering and black mascara stained tears ran down her face as she was forced to accept the tool down her throat.
Several minutes passed, with Cadance enjoying the sloppy wetness of Luna's mouth while Twilight was in the same state enjoying the warmth and tightness of Celestia's ass. Starlight was still rubbing her hoof against her pussy, desperate to reach her climax. All of a sudden Cadance cried out as she came, Luna obediently swallowed her cum but struggled to keep up, resulting in most of the cum dribbling down her chin and onto the floor. Twilight made the same noise seconds later as she painted Celestia's insides white with her jizz. It was those noises that finally allowed Starlight to orgasm, squirted juices all over her hoof.
They were all exhausted, Twilight and Cadance joined their princess partners on the floor. Starlight looked at the ponies she had conquered, it was done, she could now rule Equestria, with these four princesses as her bitches, she could even whore them out to the public. She could do anything she wanted, she was the ruler of Equestria.
The End
Author's Note
Thank you superfun for this story idea! I hope you enjoyed it! :)
Something has gone wrong. We don't seem to have an archived copy of that chapter. Starlight was sick and tired of it, she just wasn't cut out for this friendship thing and it was pissing her off to constantly fail, she was just good at being a villain and that was that. She'd fucked up majorly after casting a combination spell on Twilight's friends that made them comply to her every command, it was after that fiasco that she had decided that instead of actually continuing her studies for the sake of being a good pony, that she would instead feign innocence and bide her time, carefully refining the spell she had cast. Then, when Twilight least suspected it, she would cast it on her and then Twilight would be at her command rather than the other way around. All that would be left to do after that is conquer the other princesses, once that was over and done with she'd be ruling Ponyville, Canterlot, The Crystal empire and by extension all of Equestria. Nothing could stop her.
Starlight spent many months in secret going over the spell she had cast and making subtle adjustments to it, perfecting it and making sure it was just as powerful as before, the difficulty came in pretending to be her reformed self in order to hide her activities from Twilight Sparkle and the rest of her friends. Starlight often wondered why she had allowed herself to get suckered into the cotton candy world of sunshine and rainbows that other ponies seemed content to wallow in rather than facing the harsh reality of a dark world. It didn't matter, soon Starlight would be the one living her life exactly the way she wanted while the monarchs of this land would bow before her in fear and respect.
Her time would come eventually and that time was drawing near, she had perfected her spell, the perfect mix of Fiducia Compelus, Cogeria and Persuadere, with a little touch of the "want it, need it" spell for good measure. It was the perfect plan, now all she had to do was enact it. As luck would have it, she wouldn't have to wait long to strike, when she was employed in Twilight's friendship school, she had the perfect excuse and opportunity to simply waltz into Twilight's office for no real reason and hit her with the spell she had crafted. Genius. Though the results weren't exactly what she was expecting, she welcomed it gladly, because it just meant that she would get to have even more fun with the princesses than she had initially intended. It all started when Twilight had made the rather silly decision of putting Starlight in charge of the school of friendship.........
