The flight to the port was agonizingly pleasurable and by the time Rainbow arrived she was noticeably flustered. Her marehood was occasional winking through her suit, her asshole pulsed with longing need, and her nipples stood out like small monuments of her estrus. Praying her foe wouldn’t notice, if or when she found him, she began surveying the area in an attempt to locate him. The docks weren’t too complex, simply being lined with warehouses and storage facilities, but in the stormy night it was rather difficult to pinpoint things. Squinting her eyes, looking for any dead giveaways, she could faintly make out the telltale green glow of magic atop a far rooftop.

“Alright…let’s get this over with,” she sighed, darting in the direction of the glow.

While making her way down the docks, she took a second to note her speed. She was definitely flying slower than usual, finding her strained wings and suit being more than enough to hinder her abilities considerably - still, she should be more than fast enough to handle Flux. After all, when she was at her best he’d miss by a country mile, so being a little slower couldn’t be too damaging. Casting aside her worries, she continued to fly down towards the far warehouse.

—————————————————————----------------------------------------------------------------------------------

Flux stood in the rain, covering himself with an arcanely summoned umbrella while vigorously going through the tome in his possession. Having recently procured the book from a quirky black and white unicorn, who seemed to be in a relationship with a pegasus with an abstract affinity for eldritch items, he was endlessly curious of what was in store for him. The book in his hooves was an enchanted relic, one he’d had to pay a hefty price to acquire, but with it spawned endless opportunity. Not only did it passively heighten his magical abilities considerably, but it also contained spells that could only be channeled by an artifact or a pony of the Umbrum race. Reading some spell names, he couldn’t help but chuckle to himself.

He couldn’t deny he had a certain…taste when it came to enchantments. In usual literature on magic, there were always certain restrictions. Spells relating to lust, will-bending, and similar were usually exempt from entries - primarily due to the dark possibilities they’d open. However, the unknown, unregistered book of tricks in his possession was not one of these usual publications. Within it were countless spells that would be restricted by normal regulations, much to his devilish delight. Coursing through the opus of arcane knowledge, having skimmed it several times fully already, he relayed over the spells that caught his attention the most once more.

“Mens Dominationis, Diuturna Impressione, Totalis Servitus…” he quietly spoke to himself.

The spells all related to one another, the first being one based around mind control, with Diuturna leaving hypnotic triggers in a victim and Totalis permanently enthralling them to the caster. Flux knew he likely wouldn’t be able to try out these spells in full, being they could only work on a heavily aroused target.

Although he wasn’t a bad looking stallion, frankly being actually quite handsome, he assumed he’d never get a mare or stallion that was an exciting target for him to get aroused enough for them to function properly. Sure, he could genuinely find a partner and betray them with these spells, but that felt too easy - the real appeal to him was captivating and controlling somepony powerful, or somepony who outright opposed him.

Sighing to himself, glancing to his side, he inspected his satchel. Within the confines of his bag lay a spread of precious gems and metals, signifying that his recent heist was overall a success. Sure, the alarms in the warehouse had gone off, due to him lacking optimal stealth abilities, but he still was seemingly able to pull off his crime without issue. Surely the city would be sending a set of vigilantes out for him, but with his new tome he was sure he’d be able to best them.

Snorting, reassuring himself just how easy some wannabes would be to handle, he slowly began to trot towards the fire escape on the rooftop. “Well, that was an easy job. The only real issue now would be -“

“Hey, Flux Tempura or whatever your stupid name is, what do you think you’re up to ~ huh?”

Eyes shooting wide, Flux internally screamed. The raspy, mocking voice in the air could only belong to one infuriating pony. Shooting his head to the side, casting his eyes to the sky, he spotted the outline of a pegasus. A part of him prayed to the dark lords below that it wasn’t who he thought it was, and as he squinted his eyes, a glimmer of hope spawned in him. Maybe it was just somepony that sounded like her - there were a few of those vigilantes that had similar voices after all. Though, as lightning struck in the background, that faint glimmer of hope was snuffed out. With a thunderous boom accompanying it, the light from it gave view to a brief yet clear vision of his company.

Yup, it was her alright. The damn mare that came out of nowhere two months ago and had been an endless pain in his flank since. He hated her. He hated her more than any cop or goodie four shoes he had ever come across. Stopping his schemes were one thing, but her constant bragging, insults, and overall cocky attitude were downright maddening. He could never pinpoint what he despised more - dealing with her arrogance or the physical hurt she’d put on him a hoofful of times before.

Standing in panicked thought, he was snapped out of his state as another comment from his enemy reached his ears.

“What’s the matter? Too scared to even talk back? I can’t blame ya - if I had to face somepony as awesome as me, I’d be scared too ~ hehe…” Rainbow teased, smugly glowering down at the villain.

Flux grit his teeth, his annoyance rising with each passing moment. Oh what he would give to put this damn prismatic headache in her place, but he realistically wasn’t a match for her, not at her best at least. Acting quickly, channeling dark magic through his newly acquired relic, he shrouded himself in an invisibility aura. Ideally, she wouldn’t be able to find him, but he didn’t want to take any risks of making a noticeable sound, so he chose to remain silent. Slowly creeping to the edge of the building’s roof, he crouched down, opting to wade out her patience rather than make a run for it.

“H-hey! Where’d ya go!?” the pegasus angrily inquired, quickly gliding down to the rooftop. “There’s no way you were that scared! Stop being a coward and face the justice handed out by the Rainbow Dash!”

Flux couldn’t help but roll his eyes. Sweeeeeet Celestia, he knew she played up the whole hero act, but this was downright painful to witness. Her ego was one thing, but fluffing it up to such levels, be it to boost her own confidence or take in her hero persona further, made him want to put her in her place all the more. A narcissist like her deserved to face her comeuppance one of these days, and he so desperately wished he’d be the one to dispense it.

Finally seeing her properly land, now standing upon the rooftop, he took the time to inspect his foe. More often than not, he was unable to get a proper look at her, being she was usually swooping around and at him at breakneck pace, but with him fully concealed, and her standing around searching for him, he was finally able to get a good look at her in person. Sure he had seen her on TV and from afar, but seeing the mare actually in front of him, mere feet away, was a whole different perspective.

He couldn’t help but find her rather pretty - hell, he’d even say she was downright beautiful. Her light cyan coat, her magenta eyes, her colorful mane, and her confident, determined face all made for an ideal mare, but he soon found his focus on another set of features. Tracing his eyes over her figure, making out her curves and properties that were outlined by her suit, he felt his chest heat up. By the stars above, she was sexy, painfully so. The way her costume conformed to her figure was downright sexual, though he was unsure if she even realized that.

Her flank looked stunning, the athletic rear being highlighted by the fabric encapsulating it, not too big, but not too small, a perfect ass for a mare like her. Not only that, but her thighs stood out too, the suit allowing their soft, yet built, shape to be emphasized even further. He could only scope her out from the front, but he was a large fan of what he was seeing as is.

Feeling a warm sensation in his groin, he felt his stallionhood begin to slip out of its sheath. If he was honest with himself, he’d love to bed the prismatic pegasus, but he knew he had no chance of it. Sighing silently to himself, trying to disregard his growing length, he continued to stare onward at the mare.

Slowly pacing around the roof, Rainbow continued to call out to her missing foe. “Seriously, where are you? I did not fly all the way out here - mmmph - t-to have you just run away!”

Flux’s ear twitched. Did she? No, surely not…right? He found himself baffled for a moment. He could’ve sworn he just heard an erotic groan spawn from the mare, but that was impossible. Why on Equs would she elicit some kind of noise like that? Shaking his head, he deducted that it must have been some side effect of the dark magic he had used, messing with his head or something. Arcane arts often had side effects, dark ones especially, so he wouldn’t be too shocked if he had been hearing things because of his recent invisibility spell.

Seeing the mare whirl around, as she continued to search for him, his heart skipped a beat. His eyes widened, as the mare turned further, allowing her rear to come fully into view. With her tail partially flagged, she revealed to him one of the hottest sights he had ever seen, and one that disregarded his previous assumption. He wasn’t hearing things, she was definitely aroused. His jaw nearly dropping to the floor, he took in the wondrous, and unexpected, sight before him. Her marehood was absolutelyengorged, clear as day through the thin lining of her suit.

“Sweet….sweet…Celestia,” he murmured to himself, feeling his heart begin to race.

“Flux! I don’t have all night! Just come on out! Unffff! D-dammit!” she continued, her voice littered with ire as she once again failed to stifle a moan.

Flux’s arousal only continued to rise as, upon hearing her moan, he witnessed her pussy wink. The transparency of her suit left nothing to his imagination, as he was able to clearly witness her folds spread as her cunt opened itself needily. The sights didn’t stop there, as shifting his eyes higher, he was able to see her delicious ponut being outlined by the costume too. The taut pucker stood out like a beacon of lewdity, and he couldn’t help but nearly drool at the sight of it.

Both of her holes were clearly pulsing with need, the suit clinging onto them so tightly that she may as well have been nude. Witnessing her spread her hindlegs apart, likely to try and loosen her costume’s grip on her, he noticed yet another wonderful detail of his foe. Standing out from her abdomen, he could make out the full, yet small, scale of her bosoms. Her breasts pressed against her attire, the perky little mounds peaking with her hardened nipples. He felt himself actually begin to drool, the sight of her marehood, asshole, and now her tits too - it was too much to bear. Barely noticing her close her legs again, he looked on, enthralled by the sight before him.

He was only snapped out of his stupor as he noticed a very particular action from the mare. She was rubbing her thighs together, and in that instant, he connected the dots.

She was in heat.

From the looks of it, an incredibly intense one too. Her marehood was gushing in her own lust, quite literally seeping through her own suit, her nipples were erect atop her small tits, her asshole was pulsing with desire, she was sweating heavily, noticeable through even the rain, and she looked heavily flustered. It was clear as day, the mare before him was fighting off some unwelcome carnal desires, and he was the lucky stud to get a close look at it.

Slowly, and hesitantly, tearing his eyes off of her, he focused on the feeling of his new arcane book in his grasp. Shuffling in place, feeling his lust skyrocketing as his mind raced with thoughts, he pinpointed one in specific.

“The spells,” he quietly remarked, gazing back up to the flustered mare accompanying him, “with how she seems…they might work if her fortitude was tested…”

Gazing upon the soaked region of her suit, where her nethers lie, a devious scheme found its way into his mind. The idea was downright insane, but if he managed to pull it off, oh how wondrous the results would be. Finding an unfathomably large surge of confidence spawn within him, be it from his newfound artifact or his carnal instincts overpowering his logic, he began to make his way towards the mare.

Silently creeping closer and closer, eyes locked on her rear the entire time, he noted she seemed to be slightly preoccupied. She was standing still currently, only shifting to partially part her hind legs every few moments. Staring off into the distance, seemingly trying to pinpoint if he was hiding behind some of the ventilation units a few meters away, she stood nearly fully stationary.

“If you’re hiding behind those vent things, just come out. Let’s just do this quickly, I have better things to do than waste time on l-losers like you,” she threatened, squirming in place as she delivered her insult.

What a cute little facade to hide how absolutely soaked you are right now, Flux thought to himself, creeping nearer to his foe.

Rainbow stomped her hoof in frustration. She wanted to trot over and inspect the area, but every small movement and adjustment of her position only sent further pleasure through her body. Opting to remain still, hoping to coax her enemy out of hiding, she continued to wait. Shuffling slightly, her discomfort only growing with each grueling minute, she shifted her hindlegs further apart in an attempt to remove the pressure on her sensitive nerves. Growing ever more impatient, grinding her teeth, she called out once again.

“S-seriously. Just come on out! I-I don’t have all night here! Stop being a coward.”

Flux nearly let out an annoyed groan, only catching himself as he recognized he was mere feet away from her. That damn ego of hers, her condescending approach, and the constant insults absolutely got under his skin. He’d put this mare in her place. He had to, it felt right, like it was his calling as a stallion to teach this mare where she belonged - below him, yielding to her instincts. Sharpening his gaze, determination coursing through his veins, he managed to get an even closer view of her glorious state of estrus. Licking his lips, his stallionhood twitching with excitement, he enacted his devious plan.

Tip-trotting carefully closer to her, he found himself positioned right behind her. Motioning his head downwards, leveling it with her flank, he nearly lost himself in wonder. The mare squirmed ever so slightly before him, releasing constant threats and insults, unaware that her foe was drinking in the sight of her nethers right behind her.

She looked incredible, the up close view allowing him to fully observe the state she was in. The costume she wore, drenched from the rain, really did leave nothing to the imagination.

Her cutie mark was visible through the sides of the attire, warping along the curves of her surprisingly large ass, making her flank all the more enticing. The rainbow colors of her mark clashed against her cyan coat in wonderfully glorious fashion, causing the view to be all the more riveting. Centering his vision, he took in the main attraction as his heart nearly jumped out of his chest; her winking marehood mere inches away from his muzzle.

The needy snatch opened and closed, desperate to clench onto a cock that just wasn’t there. He could see the dampness of her suit from its juices, noticeably more wet than any other part of her. Biting his lower lip, he inched his eyes upwards and gazed at her pulsing ponut. The suit clung to it firmly, showcasing just how tight and desirable it really looked. Nearly losing himself to his lust, he made one more observation; the mare’s tits rested below her stomach, yet another wonderful asset she had to offer. The small bosoms rubbed against her garment, their hardened nipples surely being stimulated all the while. Biting his lip harder, temptation coursing through his very being, Flux inched his nose closer to her marehood, nearly touching it. With a quiet yet deep inhale through his nostrils, he took in her musk.

His eyes shot open, his stallionhood twitched, and he had to use every morsel of will in his body to not try and mount here right there and then.

She smelt downright divine. Her pussy contained an aroma of sweet, fruity candy, and it nearly sent the stallion into a primal state of desire. Feeling himself shiver with excitement, the overwhelming scent causing him to lose composure temporarily, he stuck his tongue out. It was ballsy, but he couldn’t pass up the opportunity to both fuck with her and taste test her goods. Moving towards her snatch once more, he tested the limits of his luck. In one foul swoop, he quickly guided his tongue along the outline of her marehood, his taste buds picking up the flavors of the juices that drenched her rear.

Taken completely off guard, she released a passionate, needy, moan. Quivering and shaking furiously in response to the unexpected pleasure, she trembled before the unicorn. Although he only had a moment to do so, Flux savored her taste. Similar to her scent, the tangy kick of her essence flowed throughout his mouth. Sending his senses alight, the spicy, fruity mixture she provided caused his cock to throb furiously - wanting nothing more than to rut the prideful, breedable mare before it.

Nearly lost in his lustful high, his eyes snapped open as he noticed Rainbow Dash reel around. Blushing furiously as an enraged glare plastered her face, her eyes darted around searching for whatever just caused the unwelcome stimulation. As quick and quietly as he could, Flux summoned a teleportation spell from his rune, eager to not be caught - not yet at least. As concealing magic shrouded him, he successfully managed to silently warp a few meters away, watching from afar once more. Observing his foe, he snickered as the mare glanced at her backside briefly, before spinning around in circles searching for a source of her recent predicament.

“B-buck, what the hay was that?!” the prismatic heroine gasped, fidgeting even more than before.

Her mind was racing, as she felt nearly sure that wasn’t her suit’s doing just now. What could have caused such a sudden surge of pleasure in her? Did Flux hear her do that? How long was she going to have to deal with this?

Looking around for several moments, surveying the rooftop, she sighed. Gritting her teeth, she stood in frustration as her blush deepened. She couldn’t find anything that, or anypony who, may have been responsible for what just happened to her - leading her to only one realistic conclusion. Breathing deeply, doing what she could to cool herself both physically and mentally, she found herself trailing off in thought. Was she really that worked up? Did her suit rub a specific spot on her that just sent her reeling in pleasure? Shaking her head, attempting to cast aside her shame, she prayed to the stars above that her foe had not managed to hear or see what had just occurred.

Flux stared on, formulating a plan in his head. She was aroused, incredibly so; being affected by her heat worse than any pony he had ever seen before - possibly even aroused enough for…

He glanced down towards his dark grimoire, his heart rate increasing as he considered the circumstances. The spells he had previously looked over…they might just actually work. Shifting his gaze back up, he eyed the clearly horny mare before him. Drinking in her figure, as well as taking into account her obnoxious, but also fierce personality, he felt his cock throb. The prospect of actually turning this egotistical bitch into his obedient slave caused his entire body to tingle with anticipation. The mere possibility of turning her into his toy caused his confidence to surge to unprecedented levels, urging him to act. Deciding to play up the situation, and possibly push her even further, he took a risk he was willing to make. Taking air sharply into his lungs, steeling himself, he made his presence clear.

“Quite the lewd sound to make ~ don’t you think, Rainbow Dash?” he teased from afar.

Upon hearing the voice, Rainbow whirled around in his direction. Squinting her eyes, still unable to make out a figure or shape, she looked around confused. Though moments after, she froze up and her blush deepened. He had heard her moan, and he was making that very clear. Her countenance warping into an angered, yet shameful, grimace, she forced herself to overcome her own embarrassment. She had an image to keep, and though she showed a moment of weakness, she intended to still uphold it. Casting aside her shame, throwing on her usual confident smirk, she rose, loosened her shoulders, and laughed.

“So, you’re hiding ~ huh? Too scared to face me?” she taunted, purposely ignoring his question.

Rolling his eyes, Flux decided to entertain the conversation further, “Just wanted to show off one of my new spells,” he nonchalantly responded.

Following his retort, Rainbow surged forward to the location of his voice. Flying at him at a breakneck pace, Flux only had a moment to channel a teleportation spell and dodge her. Crashing into his previous location, she looked up with an angry scowl, soon melting back into her cocky smirk.

“Out of tricks already?! You’re going down! Come out and face me!” she declared, forcing herself to ignore the burning in her nethers from her sudden surge of movement.

Snickering to himself, opting to tease her, he shot back at her, “Oh Rainbow Dash, how bold! Coming here while being absolutely soaked.”

Puzzled by his statement, not catching the innuendo he was implying, she continued, “So what? It’s raining! Being a little wet never stopped me before!”

An evil smirk plastered itself across Flux’s countenance. His excitement was only growing with every passing moment. For the first time in all their encounters, he felt like he had the high ground, and he was not going to waste it.

“Oh trust me, I know you’re far more than a little wet,” he retorted, giving a hearty, and rather cliché, villainous laugh at the end of his statement.

Starting to get annoyed by his cocky attitude, Rainbow made to respond, but soon found her words dying in her throat. As another spike of pleasure surged through her, she stifled a moan. Beginning to shift around awkwardly, she found her suit was still clinging tightly to her engorged pussy. Her recent movement, and her keeping her hindlegs tightly together, only allowed for her outfit to stimulate her nethers even more. Huffing out a deep sigh of air, she fidgeted and spread her hindlegs a bit in an attempt to alleviate the growing pleasure in her groin. Finding it barely successful, she did her best to shift her focus back to the task at hoof.

“What’s so funny? Huh?!”

Flux quirked a brow, ruminating on what would be the ideal response. He knew what was funny to him, but he was unsure if he should start his sexual comments to her just yet. Looking back up, seeing the transparent suit outlining her gorgeous figure, he felt another surge of desire course through him. Fuck it, it was time to let this mare know what he truly thought of her.

“Oh nothing…” he started, invisibly pacing around her. “It’s just that your suit clinging to your needy cunt really leaves nothing to the imagination.”

Rainbow’s eyes widened in shock, as a blush once more shrouded her face. Not only had he heard her moan, but he also noticed her suit showing off her assets a bit too well. The very thing she feared was coming to fruition, and she internally screamed. Breathing heavily, she felt a shiver go down her spine, realizing that he likely could piece together that she was in heat too. He may be a joke of a villain, but he wasn’t an idiot. Unable to respond, and unable to move, the horror of what he just said still sinking into her, she simply listened as he continued his comments.

“I mean, if I didn’t know better, I’d say you came here just to be rutted,” he mocked, shifting his view to her snatch once more. Upon seeing it wink through her costume, possibly from the mention of being fucked, he smirked and continued. “Then again...maybe you did.”

Snapping out of her frozen horror, her flustered state only increasing with each passing moment, Rainbow made an attempt at a response. “S-shut it! Show yourself!”

Disregarding her retort, Flux only continued further, “The Element of Loyalty…dressing like that.”

Gritting her teeth in anger, she elicited an angry scream. “Buck you! Show yourself already, coward!”

Flux’s confidence only continued to soar. He felt dominant, he felt powerful,and most importantly - he felt ready. This was it. This was the night he would finally beat his obnoxious foe. Gripping his book tightly, he felt its power course through his very being. He could do it. He could fight her. He could win. Taking in a deep, shaky breath, adrenaline causing him to stir, he channeled magic through his book and around his body. Releasing a large surge of light, he dispersed his invisibility spell, finally revealing himself to his enemy.

“Ask…and you shall receive,” he slyly remarked, heart pounding intensely within his chest.

Rainbow turned to face him, glaring, her blush still apparent on her muzzle. Although she was trying to showcase a prideful, fearsome manner, Flux could only find himself smiling as he observed her flank squirming behind her stern gaze.

“G-good! Now let’s get this over with!” she threatened.

Angling herself down, preparing to fly straight at him, her eyes shot open. As she took her position, her signature takeoff pose to be specific, she immediately found herself struggling to contain a moan. The stance led her attire to grind into her cunt, pressing and nuzzling her clit especially. Scrunching her muzzle, she shook her head and stood back up.

Buck! Seriously…I can’t even do a proper takeoff?!

“Bahaha! Oh this is rich! Your slutty little outfit doesn’t even let you get in an appropriate fighting stance?” Flux mocked, openly laughing at the mare. “Seriously, did you come all the way out here looking to get rutted by me? I mean, judging by you and the state of your costume, anypony would assume you did.”

Taken aback by his statement, his demeaning tone seering into her psyche, Rainbow grimaced and gave a retort, “O-of course not! Who do you think I am?”

Quirking his brow, Flux responded, “Well, all I see is a mare that looks like she’s desperate to be bred,” raising a foreleg, angling his body so his stallionhood was in clear view, he continued, “and I’d be more than happy to oblige a sexy, needy bitch like yourself~”

Rainbow didn’t respond, instead finding her eyes almost immediately locking onto his presented package. Gluing her vision onto his groin, she found herself intensely observing his goods. His weighty nuts hung healthily below his cock, the pendulous orbs containing the wondrous seed of a virile stud. She couldn’t help but picture just how much his massive nuts could hold, and she winced as her mind painted the image of his essence coating her inner walls to the brim. Her marehood now seizing on itself, she slowly began trailing her vision upwards.

The sight she witnessed caused her pupils to shrink to pinpricks. He was massive, and as much as she hated to admit it, his size was downright intimidating - even to her. The stallion’s tool was possibly the biggest she had ever seen, and her mind raced with thoughts of what it could do to her. Shivering, she found herself imagining it stretching her walls, pummeling into her as it pressed against her fertile womb, marking her and claiming her as his mare.

“W…woah…” she mumbled, enthralled by the sight her eyes were being blessed with.

“Impressive, I know. How ‘bout we cancel this whole fighting facade and get down to what you truly want. Just slip out of the tight little suit and bend over, like the horny, little slut you truly are,” he inquired, half hoping that she may actually take him up on his offer. He had never seen a pony look so desperate for a lay, so he genuinely wouldn’t have been surprised if their hostile encounter ended then and there and shifted to a much more amorous one.

His words reverberating in her ears, Rainbow found herself beginning to drool on both ends. He looked absolutely amazing, and surely he felt even better. Taking in the obscene thoughts shrouding her reason, she couldn’t help but acknowledge that he realistically could quench her heat, fill her with his foalbatter, and finally give her the rest she needed. Lurking on these obscene ideas, she found herself quivering in shame. The prospect of having a foal, being sired by this scandalous villain, didn’t disgust her - it excited her. The thought of being bred like a good, proper mare should - it sounded so tempting.

Her marehood winking at the open air, she clenched her eyes and rubbed her temple, attempting to shift her thoughts away from their current outlook. Her will, fighting endlessly to pull her reason back into the forefront of her mind, finally pulled her out of her stupor. Her pride refused to let her go down that easily. Shaking her head furiously, cursing to herself for being so vulnerable, she glared up at the stallion with renewed drive.

“Like I said…no! Never in a million moons would I ever even consider a loser like you anyways! I don’t need a stallion and I’m not like any other mare. You’re gonna learn that the hard way!” she roared, surging forward at the villain.

Scurrying back, Flux quickly summoned a powerful shield spell out of his relic. Shrouding him in a transparent green bubble, it managed to absorb Rainbow’s powerful blow, forcing her to back off.

“What the - nggh - when they hay did you learn that?” she meekly asked, loosely shaking her hoof as it stung with subtle pain.

Whatever spell he had encapsulated himself in acted as some sort of barrier, absorbing the impact for him. She winced once more, but not from the pain in her hooves. The pleasure in her nethers was building steadily, causing her worries from earlier in the evening to return once more. This heat was gonna be a problem, hell, it already was being one. With each motion, move, and action she made, her suit only continued to please her more. At the rate she was going, she’d get off to her own bucking costume. Glowering up at the villain, she intentionally remained as still as she could.

Flux observed her from within his magic bubble, noticing her quickly looking back at her flank and shifting her hindlegs, a thought crossed his mind.

Every time she moves…her costume is rubbing against her bits, isn’t it? If I can get her to move more…then maybe, just maybe…

Never would he have thought he’d be able to genuinely hold a real fight against Rainbow Dash, but then again, he never thought he’d get to witness the same mare be in such an instinctually cock-hungry state. Smiling down at his book, he smirked at the prismatic pegasus.

“It’s a new little toy I have. Comes with some real fun spells too. I’ll do my utmost best to make sure you get to experience some specific ones I have in mind,” he answered, licking his lips as he focused his vision on her bosoms. “Anyways, speaking of you coming to be rutted…I can’t help but take notice of your nice little tits.”

Her blush running rampant, Rainbow shifted herself to cover her abdomen, stretching an aching wing over the area. She had always been insecure about their size, and now with a foe of hers pointing them out, she concealed her teats to her best ability.

“S-shut up! Who do you think you are!” she stuttered.

Ignoring her response, adoring her reaction to his comment, Flux continued to egg her on, “Don’t get me wrong, I do like me a mare with some nice melons, but your perky little things are just delicious. I mean look at your nipples, desperate for some attention aren’t they?”

Rainbow could only squirm further. Her mind was racing, panic and shame flowing within her thoughts at a near nonstop rate. “Stop t-talking about them! I’m here to take you down! Not listen to your stupid comments!”

Her response only furthering his smile, Flux continued to berate her, “Though, I’m sure they’ll get nice and big if I properly knock you up.” He shifted his gaze, taking in her wonderful set of birthing hips. “I mean after all, you look like you were just made to be bred.”

Swaying his stallionhood below him, he barely could contain his laughter as he watched her eyes trace the motions of his member. Shaking her head, her face warped into an infuriated scowl, as she once again darted at him with all her might.

Upon her slamming against his shield, Flux’s eyes went wide as he saw the barrier crack. That was a master level spell! And she managed to crack it in just TWO blows? Grinding his teeth in frustration, he glowered at the mare before him. Seems this wouldn’t be as easy as he hoped, but he didn’t mind, after all, it’s always better when they play hard to get.

Landing once more, Rainbow again had to shake off the pleasures coursing through her. Breathing deeply, she composed herself. She could beat him, all she had to do was just ignore what he was saying and ignore the intoxicatingly good sensations her body was experiencing. Easy…right? Little to her knowledge, Flux had been observing her keenly the entire time, once more noting her awkward movements after she landed.

Alright, the suit is definitely doing something to her when she’s moving. He internally noted. So, I think it’s time I get her costume to lend her a bit more…encouragement.

“Can you shut up and just fight, or are you too scared?!” the pegasus taunted, snarling at him with nothing short of pure hatred.

If looks could kill, he’d be on his deathbed.

Cocking an eyebrow, chuckling internally by the pitiful state of his foe, Flux entertained her question. “Oh, and get to see you dodge around in that awfully tight suit?” Raising a foreleg, balancing himself, he gestured towards her flank. “I mean, really, are you sure you can fight in it? Seems it’s a little too snug against your tight little marehood and your delectable asshole, or do you enjoy that? Are you some kind of closeted slut who gets off to this?”

Rainbow scrunched her muzzle, the knowledge of him peering at her in such a way filling her with disgust, as she once more charged forward at him.

“Cut it out and stop hiding behind that damn shield!” she roared, once more slamming into his protective spell.

Steadying himself, Flux prepared for the inevitable. Upon impact, the crack in his shield expanded across the entirety of his bubble. Watching the shield collapse upon itself, he quickly channeled a teleportation spell. He may have the high ground, but he still needed to keep some distance to make his plan work. Arcanely settling himself across the rooftop from his foe, he smirked as he witnessed her squirm once again from her movement.

Alright…showtime.

Cracking his neck and licking his lips, the confidence in him soared to new heights. He knew what to do, and if it worked - he glanced at the mare’s figure once more, he’d get to turn his biggest enemy into nothing more than his loyal slave. Channeling magic through his horn, siphoning his book of dark energy, he began to form a blast of massive arcane power.

All I gotta do is land one blow. Something of this level will be sure to knock a pony off their hooves, even one as tough as her.

Peering over at his enemy, seeing her steady herself once more, he grit his teeth in determination. It was now or never. Bracing for quite literally the fight of his life, the prospect of his reward for victory driving blood into his stallionhood viciously, Flux stood tall.

“You want a fight? I’ll sure as hay give you a fight!” he roared, blasting the magic from his horn directly towards the prismatic heroine across from him.

Eyes widening at the incoming attack, Rainbow was quick to leap out of the way. Biting her lip as she felt her suit rub against her again, hearing a loud boom as the spell impacted the ground where she once stood, she landed and stared gobsmacked at the blast’s impact location. Charred concrete and stone lay in its stead, showcasing the volume of energy that was in that attack. She had never seen him do anything like his previous shield spell, but now this? Whatever he had on him was pushing him way further than he had ever gone before, and with that knowledge, she felt another tinge of concern spawn in her.

Her heat was one issue, already slowing her down and making it genuinely difficult to move without releasing a damn moan, but now on top of it, Flux was clearly enhanced in some way. Piecing the situation together, she couldn’t help but realize a grim possibility.

She might lose.

There was a chance, in some miraculous way, that she may lose to a joke of a villain like him. Huffing hot air out of her nostrils, ignoring the wildfire of desire in her abdomen, she shook her head. No - she wouldn’t lose. She couldn’t lose. She was Rainbow Dash, the bravest and coolest pony in all of Equestria. A little heat may be a concern, and sure, her foe was clearly boosted in power, but she would come out on top. She always had, but upon her loins sending another surge of pleasure through her, a smidge of true doubt spawned in her. She did always come out on top…right?

Taking in a deep breath, forcing any concerns out of her mind, she looked onward. All she had to do was just knock him out like she had in the past. That’s it. She’d wipe the smug grin right off his surprisingly handsome face. This was just like any other time. She’d beat him, put him in his place, receive the praise she was due, and return home.

“Hehe - is that all you got?! Seriously, and here I thought you were gonna be actually dangerous for once!” she remarked, snickering over at the villain. She still subconsciously rubbed her thighs together, making an unsuccessful attempt to quell the insatiable urges within her, but she had to keep up her act. The last thing she wanted was him to know he was getting to her.

Furrowing his brow, her comments as annoying as ever, Flux began channeling a blast once more. Seeing him charge an arcane attack again, Rainbow began surging towards him. Closing distance fast, her eyes widened as the villain aimed his horn at her, blasting out another beam. Feinting to her side, putting her body in position that rubbed her suit against her in just the right way, she released a pleasurable gasp as she dodged the attack. Landing on the rooftop once more, taking a moment to shake off the pleasure coursing through her, she composed herself and quickly darted at Flux. Acting immediately, channeling a teleportation spell in his horn, he managed to warp away as she was mere inches from his muzzle.

Ooookay, a little close on that one…but she is definitely slower, he noted to himself, noting he would’ve been clobbered in the face then and there on any other occasion.

Soon targeting her again, Flux charged and aimed another spell at her. This one, albeit far less powerful, released several targeting blasts at once. If she wanted to evade any impact, she’d have to dodge several times in a row, which was exactly the thing he wanted. Surging the spell out of his horn, a spark of four beams sprouted from it. Flying directly at Rainbow, she perked up and prepared to dodge once more. Soaring to her right, glancing back, her eyes widened as she witnessed the beams shift with her.

“Buck!” she exclaimed, surging her momentum downwards to evade the blasts again.

Wheeling around, her suit pressing against her even more, causing her to bite her lip as she suppressed a moan. The blasts once again averted their course and darted towards her, determined to reach their target. Having moments to think of a plan, her thoughts slowed due to the carnal desires within her, she only could devise a single strategy - keep dodging. Taking her left wing, flapping it with immense force, she cartwheeled to her right as she evaded the destructive path of the attack again.

The situation continued to repeat itself over and over again. Notice, react, dodge, notice, react, dodge - the whole while her suit teasing her more and more. Flux simply stood on the side watching, taking notice of her growing arousal as he witnessed her clench her eyes shut in pleasure with each shift in movement. He laughed the whole while as she struggled desperately to avoid his attack, soaking in the sensation of toying with this prismatic pest.

Her ears twitching at the sound of his laugh, Rainbow turned her gaze towards the unicorn. Remembering that her enemy was actually there with her, she finally concocted a plan that might work. Quickly surging downwards, she made a beeline for him. Too caught up in his own laughter, Flux could only stare as a prismatic figure clouded his vision. Having no time to charge a teleportation spell, and desperately summoning yet another shield spell, a bubble shrouded him as Rainbow pulled her nosedive up. Initially confused by her approach, Flux was quick to realize what she had done. Shifting his vision back down, he witnessed his four arcane beams flying towards him. Eyes widening in worry, he could only brace his shield for the incoming impact. The first beam hit his shield, cracking it slightly. The second burst through the walls of his defense. The third barreled right into his chest, sending him hurling against the ventilation units on the roof.

Noticing her enemy’s blunder, Rainbow let out a victorious laugh. “Pffft ~ hah! Nice going buddy! Told ya you cou- AGH!.”

Too caught up in her own boasting, she had forgotten a crucial detail of the blasts that chased her. There were four of them, and being the third had sent Flux catapulting to the side, the fourth had time and room to readjust its course back to her. Throwing her out of the air, a subtle ripping sound reverberated in her eardrums. Plummeting towards the ground, she hit the rooftop with a firm thump.

For a moment, the rooftop fell silent. Both parties having taken a blow that knocked the wind firmly out of them, they each took a moment to recover. Slowly, each pony rose from their crash site, the damage of the spell not great enough to keep them down for long. Shaking his head, his temples pounding from the discomfort of his recent damage, Flux glowered over at the mare. She herself had risen too, stretching out her wings and glancing over her suit. Releasing an annoyed groan at the sight of it slightly torn, she returned Flux’s gaze with equal amounts of annoyance.

“How’d it feel - tch - getting knocked on your flank, you joke,” Rainbow mocked, pain staining her voice as she began to unfurl her wings.

“Seems you - mmf - know exactly how it felt,” Flux grunted, dusting himself off from the fall he had endured. “If only you were actually fast, you’d have been able to dodge in time. Guess that slutty little outfit is working you up so much you can’t work at your normal level ~ huh?” he retorted, once again siphoning magic from his tome as he prepared to resume their duel.

Rainbow scowled at the villain, the insult to her speed taking his already personal mockeries to a whole new level. Stomping her hoof, she huffed hot air out of her nostrils and scolded him, “It’s my costume, and that’s all it is. Also, actually fast? Oh, let me show you fast.”

Once more darting towards her foe, she watched as Flux began channeling the same spell he had just used. Releasing the blast before she reached him, Rainbow had no choice but to pull her flight into a vertical climb. Gritting her teeth, her nerves now being sent on edge, in more ways than one, she entered the cycle of dodge and dash again. She briefly attempted her previous trick, but with Flux now paying attention fully, and simply teleporting away as she approached him, her efforts were useless.

Each and every time she attempted to thwart the beams by aiming herself at Flux, the stallion simply teleported a distance away, throwing insults and degrading comments to her all the while. Wheeling to her left, her right, up, down, backwards, every way imaginable - she just couldn’t shake her arcane pursuants. Sure, any normal night she’d be able to shake them off and take out Flux but, to her own despair, tonight was awfully different.

The ache in her marehood was growing with each passing moment, her fervent movements causing a buildup of pleasure within her, and she screamed internally as she felt the glimpses of a climax arising within her. With each feint, her tits pressed against their confines, sending jolts of electrifying excitement through her. With each dodge, her asshole pulsed against the fabric of her costume, begging to be filled and satisfied. With each adjustment, her outfit pressed against her pussy further, her juices dampening the rear of her suit even more. She wasn’t just fighting Flux, she was fighting herself.

She now found herself suppressing a moan with every single movement she made. The heat was spreading, encompassing her entire groin and more, and it was becoming very distracting. The suit was ramping up to be the key to her downfall, and if she didn’t act soon, it would live up to that possibility. She couldn’t keep this up, she had to find some way to avoid these blasts. If she didn’t, and didn’t soon, she worried she may experience the most humiliating moment of her life.

Desperate to get the blasts following her off her tail, fearing the possibility of climaxing mid-fight, she frantically looked over the rooftop. Flux was no longer an option, so she needed something else to divert the magic missiles into. The rooftop itself wasn’t an ideal possibility either, the damage and destruction that may possibly occur being too great of a risk to any workers within. Peering her eyes over to her left, scrunching her muzzle as she felt her asshole pulse with need once more, she spotted the ventilation units Flux had crashed into earlier.

Seeing an option of salvation, she shifted her position, getting ready to dart down to them. Upon her sudden shift, a tidal wave of pleasure coursed through her body, causing her to openly moan. Eyes going wide, as a nonstop torrent of stimulation simmered within her, she came to a realization. Her clit was now engorged as well, and with it, her suit was teasing it even more intensely. Desperation overwhelming her, knowing if she didn’t act soon she would cum in front of her enemy, she made a nosedive towards the vents.

Flux stared at her from afar, a devious grin plastering his face as his ears rang with the sound of Rainbow’s moan. For all he knew, she forgot he was there, too distracted by his attack and the pleasure her suit was causing her. He may not be the biggest casanova, but he had shared his fair share of mares, enough to know when one was close to reaching the brink. Rainbow Dash was just that, a few moments, and movements, away from climaxing like she never had before. Observing her nosedive, raising a brow, he watched on as his foe continued to try and evade her arcane pursuants.

“C’monnnn - MMPH - g-gotta get these off me!” Rainbow declared to herself, lasering her focus onto the units before her. Soon finding herself mere inches from the first one, she immediately darted upwards, grunting as her suit pressed on. Hearing a loud boom, she glanced back. One blast down, three to go. Although her confidence had taken a hefty blow, the degrading comments from Flux and her body working against her being the main contributors, she felt a glimmer of her overwhelming pride resurrect in her. She could do this, as long as she was fast enough.

“Okay…three - ah - more Dash,” she winced as her nipples rubbed against her suit, causing her snatch to flow with more of her essence, “and then you can calm down,” she glanced over towards Flux who was condescendingly grinning at her, “hopefully…”

Taking a deep breath, making her best effort to dissuade the raging desires within her, she made for a second dive. Wheeling to her left, once again inches away from another unit, she dodged towards the side and returned to a fast ascent. As the sound of a large boom hit her eardrums, a shaky smirk adorned her face.

“Hehe…unf ~ Two down…”

Wheeling around again, observing the remaining two arcane blasts flying towards her, she furled her wings and plummeted downwards. Stretching them out moments before the floor impacted, she accelerated as fast as she could towards the remaining two units. Repeating the same process, she approached one, dodged, and heard the boom of her success.

Steadying herself in the air, flying in circles to not allow the last remaining blast to hit her, she panted heavily. Her climax was encroaching on her like a haunt, and she knew she was a mere nudge away from nirvana. Her legs squirmed behind her, her wings ached, her asshole throbbed, her nipples stood harder than ever, and her pussy was gushing her arousal like a waterfall. Breathing heavily, sweat flowing down her, be it from her physical exertion, her arousal, or a horribly amazing mixture of the two, she knew she had to stop moving, and she had to do it soon.

“Ngggh - O-ok Rainbow, you gotta just - mmmmph - hold on,” she looked back at the last remaining arcane bolt, “Only - mfff - only one more…”

Gritting her teeth, blush strewn across her face, she pummeled her wings as she flew towards the last remaining unit. Each beat of the feathered appendages pulled her suit against her marehood, sending further waves of horribly gratifying pleasure through her body. Knowing she was mere moments from possibly climaxing, she gave a silent prayer to the stars above. Her focus remained steady on her target, until her ears twitched at the sound of Flux’s voice.

“If only you were more of a hero than a slut, then maybe you wouldn’t be giving me this pathetic show,” he chided, glaring at her from afar.

Her dominant fears of climaxing faded into the background, her ego overtaking it and pushing to the front of her mind. His words sank into her like daggers, as her annoyance spiraled into a blazing inferno of rage. Who was he to talk to her like this? She was a hero, an Element of Harmony and Wonderbolt, and he was some random wannabee. As she briefly dwelled in her angered thoughts, the reflections of all the comments he made to her sizzled in her mind. Furrowing her brow as she felt a tinge of arousal spawn within her from the remembrance of his degrading remarks, her fury only rose once more. He was getting to her, mocking her, making a joke out of her. Who did he think he was? Anger conquering logic, abandoning her previous plan, Rainbow sharply veered to her right, catapulting herself towards Flux.

“Oh yeah! Well lemme show ya wha- NGGGH!”

Her retort was cut short as a vital misplay on her part took course. She had indeed sharply veered to change her path to him - too sharply. With her quick turn, her suit snuggly found itself still hugging her marehood tightly, but, even worse this time, it caressed into her inner folds and slicked down her lips. On top of that, it had also continued pressing into her clit, doing so even more once her shift took place. The sudden explosion of pleasure, accompanying her already immense buildup, was the final straw for her body.

With the force of a tsunami, her climax exploded through her with catastrophic effect. Her wings seized, her body tensed, and her eyes shot open as pure euphoria slewed through her body, encompassing every nerve within her with a shroud of neverending pleasure. Releasing a cry of ecstasy, Rainbow’s speed halted immensely, as her body twitched and spasmed midair. Wracked with bliss, her legs flailed and bucked, her face contorted in pleasurable distraught, and her marehood spewed her essence with passion.

Flux stared on with pure ecstatic bliss, observing her slowing speed with anticipation. Quickly, and wonderfully, his blast closed its distance with her. Crashing into her, releasing a slight boom, she gave a pained gasp as its arcane might blasted her forward. Snickering to himself as the prismatic mass hurtled towards him, unwillingly this time, Flux simply shrouded himself in yet another barrier. With a firm thud, following another yelp of pain, she bounced off his magical bubble and collapsed onto the wet rooftop.

“Well, you certainly showed me something, Rainbow Dash.”

Author's Note

Little bit of a cliffhanger eh?

From here on out there's gonna be 2 new chapters per update. At the moment I've got almost all the chapters ready, so expect the next parts relatively soon.