My Little Harem - Hypnosis Is Magic

by Jade Scribe

Rating: mature
Tags: Queen Chrysalis, Non-consensual, Princess Celestia, Sex, Anthro, Main 6, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Princess Luna, Thriller, Porn, Trixie
Length: 26068

A candle laced with sinister magics is sent to ensorcell Twilight Sparkle...but due to a mail mishap, ends up in Rarity's hooves instead. Unaware of who sent it, and the nefarious purpose behind it, Rarity does what comes naturally and lights it.

It's a normal day at Rarity's boutique, with the fashion-conscious unicorn busy flitting around doing the usual tasks needed to open for business. The day's mail arrives, including a package - which is strange, because she doesn't remember ordering any packages. With a damaged, unreadable label and no other clues, Rarity opens the box to discover an innocuous-looking candle. She's not sure who might have sent this to her, or why, but it's a candle and there's only one thing to do with those. With a flick of her horn, she ignites both the candle and a series of events that will see her and her friends led down a dark, twisting path of corruptive magics and sensuous new desires. Can they resist? Will they want to, by the time they're ensnared? And just who is responsible for slow, subtle hypnotic assault on Equestria?

Dive in, dear reader, in order to find out!

Contains F/F sex, anthro ponies, mind control/hypnosis, submission, masturbation, fingering and oral sex, and evil plots.

Published 2023-08-24 17:30:00 UTC
Last updated 2023-11-05 21:55:09 UTC

Chapter I - Wrong Place, Wrong Time

“My Little Harem: Hypnosis is Magic”

Part I – Wrong Place, Wrong Time

“Oh, muffins!”

Derpy cried out as her hooves tangled and she went down hard, right into an overlarge puddle of mud. Trying to save her packages, at least, she tossed her mailbag to safety a split second before landing with a dirty splash. Spitting mud out of her mouth and rubbing her eyes, she popped up, shaking excess liquid off of her dull gray coat.

At least it isn’t still raining, she thought, opening one eye cautiously. With her vision at least clear of mud for now, she finished scrambling to her hooves, looking around frantically for the mailbag. When she spotted it, Derpy let out a theatrical groan, thudding one hand against the center of her forehead.

The letters and packages had, at least, been spared the mud. But Derpy had forgotten to shut the bag securely when she had left her last delivery spot, and her wild toss had ended up strewing her day’s deliveries all over the road. And this far out on the outskirts of Ponyville, there was no one to help her as she flitted about, gathering them up and socking them haphazardly back into the bag. She didn’t have time to waste, not wanting the deliveries to soak up too much water. Boxes and envelopes flew willy-nilly, Derpy wasting little time in gathering them back up.

Panting heavily, she grabbed one last box. Turning to toss it back into the bag, she froze with another groan. The label had come off of this one! Without that, there was no way to tell who it was supposed to be delivered to – and Derpy certainly wasn’t going to peek at anyone’s mail! Peering around frantically, the gray mare poked and prodded at the ground and surrounding bushes, searching, searching…aha!

Breathing a huge sigh of relief, Derpy found the missing label, snagged on a particularly long branch. Carefully extricating it, noting that this package was Rarity’s in the process, she affixed as best she could back to the box. Wincing at how unprofessional it looked – the box, not to mention the label, was scuffed and dirty from its impromptu spill – Derpy reminded herself to apologize to Rarity. A lot. Maybe she’d even bake her some muffins to make up for the bad delivery…

“I really wish Zecora lived closer to town,” the gray mare muttered, blinking owlishly, trying to bring the road back into focus as she tucked the box away. Squinting, she took off, a bit more carefully this time, taking care to avoid any more mud. She had quite enough of it drying on her clothes already.

Left behind, a second label, addressed simply to “Twilight Sparkle” in grandiose, flowing script, lay abandoned. Once the rain started again a few moments later, it quickly disintegrated, its pieces floating away, unremarked and unmissed.

Humming, Rarity whisked the front door of the boutique open just long enough to snag the mail bucket before shutting it against the downpour. She had seen Derpy approaching through the window, running through the rain and getting soaked to the bone. Rarity had thought to offer her a momentary shelter from the storm, but the mailmare was too quick for her. Before she could start for the door, Derpy’s mismatched eyes had caught hers through the window, and with a quick mouthing of “Sorry!” she had tossed Rarity’s mail onto the stoop and bolted onwards.

She wasn’t sure why Derpy felt the need to apologize – the rain was hardly her fault! – but Rarity appreciated the gesture nonetheless. Wet mail wasn’t the end of the world, even if it did make the floor a bit sticky where it dripped. Shaking her head, the white mare floated the dripping mail bucket as quickly as she could to a handy sink, letting it settle there and drip-dry while she rifled through for anything important.

The latest issue of Empire Fashion was in there, but Rarity wasn’t too eager to see what the seamstresses of the Crystal Empire had come up with this time. Too much flash, not enough substance, she thought with an unconscious sniff. Nothing else seemed urgent or interesting, except…

Frowning, Rarity levitated a battered, bruised box out from the rest of the mail. Odd, she didn’t remembering ordering any packages – but then, she was a busy mare, she thought with a shrug. Probably just supplies for the shop, unless Sweetie Belle had been sending away through those ridiculous “fashion filly” magazines again. Rarity bristled at the very thought, her sister ordering some anonymous, unknown designer’s latest dreck when Rarity would be more than happy to make her a dress anytime, anywhere!

Fillies will be fillies, I suppose, Rarity thought with a sigh. Grabbing a towel, she did her best to dry the box, hoping whatever was in it hadn’t been ruined. Once it was clean enough, she put the towel aside and placed the package on the counter, using magic to slit it neatly open. Unfolding the top and smoothing the flaps down, Rarity raised an eyebrow at what was inside.

It was a candle. Why it was a candle, Rarity was unsure – she hadn’t ordered any lately, and she didn’t remember any of her friends mentioning they needed to offload them. Reaching into the box carefully, the white-furred pegasus lifted the candle out, turning it over in her hands. Nothing about it was out of the ordinary – it was purple, like her hair, but the candle also had quite a gaudy pink stripe curling around its stem and Rarity was fairly certain she wouldn’t be caught dead with that particular affectation. Still, she supposed that what made a candle special wasn’t in its looks, but rather its scent.

Returning to the box, she checked the flaps and sides, eventually finding the label. Unfortunately, it was a dead end. The rain had done quite a number on it, and while she could still make out her own name in running letters, the name of whoever sent it was completely obliterated. She spent a moment longer pondering, before shrugging and mentally tossing aside the seemingly unsolvable mystery. Hopefully whoever sent it to her would ask after it, and then she’d be more than happy to let them know it arrived safe and…well, more-or-less sound. Until then, however, she had a boutique to run!

A few minutes later, it was nearly opening time, and Rarity had completed her morning checklist. Left with a bit of spare time, she looked around for something to occupy herself, and spotted the candle, still sitting on the counter where she’d left it. Normally she wasn’t much for scents in her store that she didn’t carefully pick to synchronize with her own fashion and wares, but she had to admit, she was more than a bit curious to see how it fared. The customers might appreciate something out of the ordinary too, she thought, her horn lighting with magic. Best to test it out before they arrived, though, and to that end the blue glow of her power surrounded the candle momentarily, before with a quiet pop! a flame burst into being at the end of its wick.

A thin wisp of smoke started to curl upwards, and Rarity leaned in slightly, breathing deep. At first, she only continued to smell the usual aroma of her boutique – the wonderful scent of new and beautiful clothes foremost in her nostrils. Then she got the first whiff of the candle. Her nose twitched, because surely –

The second time she scented the candle, she nearly gagged. By reflex, a hand came up to cover her mouth, and her horn suddenly blazed with light, instantly snuffing the candle. She waved away the scent as best she could with her other hand, changing the target of her magic and floating the candle back to the sink before unceremoniously dumping it. Rarity coughed into her palm, walking around the counter into clearer air, still trying to waft the offending scent away.

By Celestia, that had been vile! It was rotten eggs, it was refuse left out under the midday sun, it was the worst thing her nose had ever suffered and then some! Just thinking about the smell made her gorge want to rise, and her thoughts immediately turned suspicious – had someone sent that to her as a prank? Snips and Snails, maybe. Those two ruffians didn’t need an excuse to cause trouble…or perhaps the Flim Flam Brothers? She suspected they’d always been jealous of her success as a businesswoman, and this was just the sort of thing she could see them doing, maybe while having a little laugh over their supposed cleverness. Oh, she would find out, that was for sure, and when she did, she’d give the perpetrator a piece of her mind – but first, that candle was going straight into the garbage!

She was just about to start for the sink, with every intention of sweeping the candle up for a quick trip to the trash, when the front door tinkled open. Momentarily distracted, Rarity glanced that way in time to see Octavia stride inside, the sun sparkling off of her long curtain of raven-black hair. The earth pony looked around, spotting Rarity, a smile blooming on her muzzle as she made a beeline for her.

“Rarity, darling! It’s so wonderful to see y – my goodness, what is that?”

Octavia stopped dead in her tracks, nose wrinkling, and Rarity felt a sudden surge of embarrassment. Hastily, she flapped her hands in the general vicinity of where she’d lit the candle, trying to rid the area of the offending smell as quickly as possible.

“Oh, I’m so sorry, Octavia, there was just a…I had a little…”

“Did you let some food sit too long?” Octavia asked, looking a little squeamish, and Rarity blushed, before throwing a look full of daggers at the sink.

“No, nothing like that,” she sighed. “I’m afraid someone decided to play a little prank on me – they sent me a terrible-smelling candle. Unfortunately I only found that out after I lit it…”

“That’s a terrible joke,” Octavia commiserated, shaking her head. “Do you know who sent it?”

“No, but rest assured, I’ll find out,” Rarity said, before smiling and doing her best to fall back into hostess mode. “But enough about my troubles – what can I do for you, dear?”

“Well, I had this idea for a performance night dress…”

The sun was starting to drop below the horizon by the time Rarity bolted the door, sighing with relief. Octavia had just been a taste of things to come; she’d had one of her busiest days in ages, taking six orders for new outfits and selling almost twice that! She was looking forward to a hot meal and a nice, relaxing soak in the tub, that was for sure. Blowing out a tired breath, she turned and looped around the counter for the final time that day, intending on retreating upstairs and not coming down again for the rest of the night – she deserved some her time!

Before she could mount the stairs, however, the mail caught her eye. Right…it had been so busy she hadn’t had time to actually go through it, and there it was, now perfectly dry and still sitting in the sink from this morning. Along with…the pegasus rolled her eyes, thrusting the candle to the side. She’d toss it in a second, once she got done going through the mail. Rarity shuffled quickly through the pile, mouthing along occasionally as she read. Nothing leapt out to her as terribly interesting, or needing her immediate attention, until she got to the very bottom of the pile.

It was an card, midnight blue with little sparkles of glitter, like stars, studded all over. She only needed a moment to recognize Princess Luna’s handiwork, and any doubts were dispelled when she flipped the card open to see the Princess’ elegant, curved handwriting, full of majestic loops and swirls and just generally very pleasant to look at. Smiling, looking past the beautiful craft to the message underneath it, Rarity read on.

Rarity,

Please accept this card as thanks for the wonderful gala dress you provided Us for last month’s Hearts and Hooves Ball. Words hardly seem adequate to describe its beauty, but We can assure you, every head in the royal ballroom turned at once when We made Our appearance. If it is agreeable, We would like to give Our thanks in person – high tea seems like a perfect time. Please reply with a date that works best for you.

Warmest regards,

Princess Luna

A warm surge of pride filled Rarity’s chest, and she couldn’t resist a girlish, excited giggle, clutching the card close to her chest as she an impromptu twirl of excitement. It was simply wonderful to received such high words of praise from one of the Princesses themselves, and it made all of the sleepless nights she’d spent, pondering, worrying, and working, completely worth it! She was about to rustle around for a pen, intent on writing an answer right away, when she reconsidered, staring out of the window with a slight frown.

No matter if she wrote a response now, or in the morning, it wouldn’t get sent off until Derpy came around for her mail run. And, if she held off, it gave her time to craft a proper, measured response, instead of the real danger of simply scribbling down fangirlish glee. Laughing and blushing, Rarity put the card down, shaking her head. Yes, morning would be soon enough to conjure up a suitable answer to the Princess’ invitation. Her business downstairs concluded, she turned to the stairs once again. This time, she made it a few steps in that direction before remembering that no, she wasn’t quite done.

Smile falling into a grimace, she pivoted back towards the sink, giving the abandoned, turned-over candle a hairy look indeed. Rarity reached out and scooped it up, holding it by her fingertips, as if afraid the stink of it would rub off on her. Carrying it over to the nearest trash can, she dangled it over the receptacle, intent on ridding herself of it once and for all.

Then she hesitated.

Maybe it was her good mood after receiving Luna’s words of thanks, maybe it was the memory of Derpy, dashing through the rain and mud to deliver this package to her, or maybe she was simply too trusting for her own good. Whatever it was, after a second of holding the candle threateningly over the nearly empty bin, Rarity relented, instead bundling it underneath her arm. She could give it a second chance. What was the harm? She could handle a few seconds’ worth of stench if it really was just a bad joke. Maybe, she thought as she ascended the stairs, that tumble had gotten some mud or other gunk on the candle that she just hadn’t seen, and it needed to be burned off before the real scent could shine through.

And if not, Rarity figured as she breezed into her large and luxurious bathroom, the trash can here had a lid. It would hold the foul odor in until she could dump the garbage completely later in the week.

Humming to herself, she set the candle on the counter. A few removed hairpins and strategic shakes of her head later, her voluminous purple mane came tumbling down – she liked to keep it up while working, otherwise it tended to fall in her eyes. She left the bathroom for her bedroom long enough to disrobe, carefully folding her blouse and pants over a chair to be put away later. Her heels she simply stepped out of on the way back to the bathroom. Too much of a lady to go nude even in her own house, Rarity sashayed across her hallway dressed only in tight, clingy purple lingerie – nudity might be a branch too far, but even a lady could enjoy a bit of teasing and lace.

She sat on the edge of the tub, cranking open the hot faucet and enjoying the clouds of steam that immediately billowed out to greet her. Slowly adding cool water to the mix, Rarity stabilized the water at just the right temperature before stopping the drain and leaving it to fill. Standing and padding back over to the counter, she looked at the candle before sighing. No more putting it off. It’s not like it was such of a much anyways, she reasoned, horn lighting blue again. Just light it, take a whiff, and then one way or the other, it’d done. A life-changing event, it wasn’t.

Grinning at her own foolishness, Rarity lit the candle.

At first, there was the slightest whiff of that evil stink again, and her nose wrinkled almost automatically. She was a hairsbreadth from snuffing the candle when she noticed that the stench, faint to begin with, was already fading. It seemed like she’d been right after all, there had just been some unidentifiable gunk lining the wick that had caused the terrible smell. Now, all she was smelling was the lightest tinge of smoke – not unpleasant, but she wondered if she’d gone through all this trouble for an unscented candle. Shaking her head, she was just about to turn back to the tub when something caught her eye, and she frowned.

Hadn’t the candle’s stripe been pink, before?

Before she could ponder that question further, a light, vagrant breeze – air sneaking in past the closed window, maybe – puffed around the bathroom, carrying the candle’s new scent in an aromatic cloud that caressed Rarity’s nose like a lover before slipping inside. Breathing in, any thought other than the heavenly perfume tickling her nostrils, curling down her throat, filling her lungs. It was warm butterscotch, left on the windowsill to catch the wafting wind. It was a bouquet of oranges, still rustling on their branches as she walked through the orchard. It was fresh, laundered fabric, just out of the box and ready to be crafted underneath her talented hands.

Muzzle parting slightly, breathing through both her nose and mouth to scoop in just a little more of the candle’s fragrance, Rarity arrived at a word that summed it up nicely – exquisite.

Giggling to herself, she leaned in close, heaving in a great breath and simply luxuriating in the aroma as it pervaded her being. And of course she’d been wrong about the candle, she knew that now. The stripe had always been white, a creamy, ivory color just like her fur and flanks! Surrounded as it was by that deep, rich purple, Rarity now knew that whatever mishap might have occurred with the label or the fall or the original stench, this candle had been meant for her. She was doubly regretful, now, that she had no idea who sent it. Whoever designed this wonderful scent for her simply must be thanked as soon as possible!

Maybe Derpy will have an idea, she thought, straightening. The room wobbled slightly, and she stumbled on her hooves – she must be more tired than she thought. Taking slow, careful steps, Rarity crossed back to the tub, sitting on the edge and trailing a hand in the water. It was at the perfect temperature, and she gave it a few seconds more before shutting off the taps, enjoying the last few ripples running across the surface of the water as it stilled. She lifted her rump just enough to loosen her panties, and slid them down and off, daintily placing them across the toilet seat. Reaching behind her back, she deftly unhooked her bra, sighing with relief as it came loose. The straps came down as her hands went around the front, and she caught her brassiere expertly before setting it neatly with her panties.

That done, she indulged in a sitting stretch before getting into the water. One hand went straight up, fingers extending, clutching at nothing as she worked the kinks out of her back. The other, more than a little naughtily, swung much lower, spidering up her stomach and sending a pleasant little shiver through her body. It journeyed upwards, momentarily making contact with the underside of her breast, before jumping to the other side, not content to leave one of her tits bereft of –

Her thoughts stuttered, and Rarity froze mid-stretch.

Tits?

Where had such an…an uncouth word come from? Mortified despite there being no one else around, a light blush touching her white-furred cheeks, Rarity lowered both of her arms, keeping them resolutely locked to her thighs. She was a lady, by Equestria, and even in private – even in the enormous privacy of her own head! – it had been drilled in that a lady never stooped to such language, such thoughts. It was simply unbecoming, and she had half a mind to…

A curl of candle smoke, carrying with it that heady, fascinating aroma, wafted over to her. She sniffed self-importantly, absorbed in her recriminatory thinking, and the smoke disappeared into her nostrils. The effect was immediate. Rarity paused again, less frozen than uncertain, her train of thought not derailing but coming to a screeching halt. For a moment she wondered what had gotten her so worked up, then she started, gasping slightly.

Looking down, she saw her hand had crept back upwards again. It was curled, curved, lying flat along her tummy but further upward cupping her…cupping her…her tit.

Rarity giggled. Well, why wouldn’t it be? She’d had a long, stressful day, after all, and letting off a little steam wasn’t against any rules she was aware of. And, on top of all that, she was alone. Who was there to know if this lady engaged in a little behavior of a blue nature? There wasn’t any harm in indulging herself, just this once. Plus, it gave her a little thrill, imagining the shocked, scandalized looks on her high-society friends’ faces…or even her mother’s and father’s, to hear her using such language.

Tits. Celestia, she loved her tits.

Sighing softly, one hand committed to fondling her rack, Rarity turned herself enough to simply slide into the tub and felt the warm water wash over her. She stretched to her fullest, her long, strong legs nearly reaching the opposite end of the tub. Resting her head against a special pillow she kept just for long, steamy baths, she giggled, more than a little arousal leaking into her laughter as she continued to play with her tits. Occasionally, they lent themselves to more back pain than she really wanted, and publicly, she might commiserate about them with other mares…but in secret, in private, Rarity absolutely loved having big, squeezable boobs.

Grinning, she did just that, bringing her other hand into play and mashing them into her tits, distending the flesh, loving the way it bulged and slipped through her fingers. Each movement was a whisper of pleasure, her smooth, silky titflesh practically singing with ecstasy as she groped herself. Groaning softly to herself, Rarity let her breasts free to bounce and jiggle on her chest as they settled, contenting herself with tweaking and flicking her quickly stiffening, coral-pink nipples. Watching her sizable chest ripple, undulating with sensuous, pleasant motion, she nodded, as satisfied as she ever was with their heft.

Of her closest friends, only Applejack was bigger – the farm pony might as well be smuggling watermelons under her shirts! An exaggeration, maybe, but not a very big one. After all, Rarity was the one who’d had to help her custom order bras for those enormous…enormous…

Jugs, she thought with a lewd little chuckle, savoring both the warm embrace of the bathwater and the steady flow of the candle’s heavenly scent, sliding into her nose breath by increasingly quicker, shallower breath.

And hardly anypony in town out-breasted her either, Rarity added to her mental inventory. She was easily in the top percentiles of titflesh in Ponyville – maybe even in Canterlot too!

Not in the Everfree, though, she conceded with a little pout. She swore that Zecora was plumping up her own figure with some of that zebra magic she knew…

She breathed in again, and now she could almost taste the candle. It was like a warm apple pie was baking on her counter, and now a slice of that pie was simply wafting over to her along with its own scent. Rarity’s eyes slid halfway shut as she imagined that pie coming slowly closer, starting to salivate, her muzzle yawning open. Another potent lungful, and imagined crisp crust and soft, gooey apples simply sliding down her throat, a rich explosion of aroma and flavor all tied together and goodness! That pie was warm…no, it wasn’t warm. It was hot.

And it was making her hot, too.

She could feel the warmth of the water surrounding her, but that was only skin-deep. And it wasn’t the sort of heat that made her sweat, either, as her still-dry forehead and perfectly coiffed hair attested to. This was a different heat. A spark that had caught some dry tinder on the inside, and was well on its way towards becoming a merrily blazing inferno. As soon as she realized it, the fire doubled – tripled – quadrupled, and Rarity gasped, a flush coming to her cheeks. She fought for her next breath, a deep, slow inhale, meant to steady her. Along with a gratifying rush of air, she got a heaping helping of the candle’s mellifluousness, and the scent had no sooner entered her lungs than she felt the effects. Rarity grunted, a low, surprised sound, her entire body twitching as though she’d been kicked. A ripple ran right from her suddenly curling hooves all the way to the tips of her ears, the slight twitching dislodging the first strands of her purple hair. Her eyes, normally a sharp, piercing blue, were suddenly glazed and dazed as she stared at the water between her legs.

A lone bubble appeared, lingering for just a moment before popping.

A second later, a single long streamer of femcum, off-white and opaque, floated to the surface.

Rarity watched it meander aimlessly, stunned and confused.

When in the name of Celestia did she get this worked up?

Another heaving, gasping breath and the scent of the candle assuaged her worries, told her it didn’t matter. She was simply horny, that was all. Not worked up, not frustrated, not in need of some discreet alone time. Horny. That was alright, Rarity thought. Ladies sometimes got horny. Everyone did – it was natural. From ladies and women to gentlemen and common stallions…but especially good mares.

Good mares were always horny. And good mares knew how to take care of their arousal.

Rarity’s first moan was soft, fleeting, and nearly unregistered by her conscious mind as her hands disappeared under the surface of the water. The ripples that their passage kicked up lapped over her thighs and toes; she felt the smallest eddy caress her vagina, and she shuddered even before her hands managed to make it to the juncture of her legs. Swimming slowly, almost in a stately manner through the water, her left hand, always her weaker, alighted on her thigh, rubbing in slow, small circles. Rarity’s right hand dipped lower, sliding in short butterfly strokes through the water, cutting through small but billowing clouds of her femcum, drooling from her wet, heated slit.

She could feel the warmth radiating out from her marehood even through the warm water, and the closer her fingers got, the more she suddenly needed it. Needed what? She didn’t know for sure. Pleasure, obviously. But more than that. She needed…

Rarity gasped, another great breath of incense sliding down her throat, filling her lungs, clouding her senses. Somewhere, as if from a huge distance, she heard the faint, wee sound of glass. Cracking. Splitting. Faults spiderwebbing along its surface – her surface – the scent burrowing deeper, seeping through the cracks and making her realize –

She needed to be fucked.

The felling of another barrier was accompanied by a sudden, intense spike of pleasure. Rarity shrieked, a completely unladylike sound, as her fingers jabbed forward, two of them piercing her entrance and jamming themselves deep with no warning. The white-furred mare bit her tongue, desperate to keep the noise down, even as she thrashed in the tub, water flying wildly in every direction and slopping over the sides onto the floor. It was irrational – she didn’t even have neighbors close enough to hear her – but it was a last shred of decorum to hold onto, a last handhold after she found herself slipping so far, so suddenly.

It wasn’t helping much, though. As if they hand a mind of her own, her fingers probed deeper, swimming through her depths as easily as they had the water. Rarity moaned helplessly, her thighs squeezing together, trapping her hand, pushing it deeper and deeper. There was a bright bolt of ecstasy, and she arched her back clear out of the water, back and breasts dripping freely before she collapsed back with a gigantic splash. Her other hand had sneaked its way through the barrier of her thighs, and tweaked her clit; before she could recover, it happened again, and Rarity whinnied, high and needy. Her nipples throbbed, making her wish she could sprout another hand, but for the moment, they would have to go without.

The hand at her clit moved again, the ball of her thumb ghosting over the engorged, ruby-red bulb. She whimpered, her thighs clenching sympathetically, a third digit somehow managing to worm its way past her clenching, spasming lips to join its sisters. Then her free hand swept back up, trapping her clit between the seemingly infinite plain at the end of her thumb, and the dainty, dexterous point of her index finger…

…and squeezed.

Rarity’s world broke apart into shining, glittering fragments of thought and sensation. Dimly, she was aware she was literally screeching with rapture, the sound echoing off of the tiled bathroom walls, but she couldn’t have stopped if she tried. Her limbs were disconnected from her brain, her hands still following their own whims, plunging and tweaking and fucking her in all of the most wonderful ways. Her hard, keratin-laced toes curled in on themselves, nails scraping over each other. Her legs alternated between seizing completely and kicking with wild abandon, the fact that her tub didn’t quite reach the walls the only thing that saved her from denting and smashing the tasteful backsplash lining them.

Images swam in front of her eyes while her brain drowned in a tide of bliss. Stallions, a lifetime’s worth, what seemed like every male she knew flipping before her eyes. Now it was Big Mac, a forbidden crush that she could never act on due to Applejack’s friendship. Now it was Spike, older but still far too young, too inexperienced. Now it was Soarin, virile and agile, but too cocky, too selfsure to possibly be an attentive lover…

Irritation, low and heavy, rumbled through her mind like thunder. They were all wrong! None of them could bring the same level of pleasure her own hands, her own fingers could. Of course they couldn’t – they didn’t know her. Didn’t know how to please a lady, a woman, a good mare. Good mares knew how to please themselves, it was true, but that got lonely sometimes. Even good mares needed company, and the only company that was necessary…the only ones who knew how to please mares were…

Her brain stuttered, fighting the connection. Rarity’s fingers faltered, red-hot arousal beginning to cool into dark, frantic confusion. What was she doing? What was she thinking? These thoughts, these actions, they weren’t hers, were they? She needed a minute. To stop and think, a minute without the ceaseless assault of her fingers, grinding against her sensitive spot; without her clit throbbing underneath the sensual rubbing of her thumb; without the insistent, almost painful throb of her nipples, stiffer than they had ever been, begging for attention. Drawing in a shaky, shuddering breath, Rarity let her feet slip into the water, trying to gather them to stand up.

Her thighs shifted. Her hand, jostled by the small movement, slipped, still buried in her marehood.

Directly over a hidden patch of flesh, buried high and deep. Close enough that she felt the sudden stimulation in her womb, an electric shock blasting straight up her spine to inundate her brain, melting scattered, spurious thoughts of resistance in an instant.

Rarity collapsed back into the tub, her rump and legs impacting hard enough to force a surprised breath from her chest. She heaved instinctively, trying to reclaim it – and the candle’s scent rushed in, pouring into her lungs, her brain, throwing her back into a soupy fog of arousal.

Mares filled her eyes and her brain. Mares of all shapes and sizes. Tall, statuesque earth ponies, toned muscles subtly chiseled into their forms, enough to stand out but not enough to draw all attention to them. Slim, lithe pegasi, with large wingspans and larger tits, spreading everything for Rarity to ogle and salivate over. Powerful unicorns, horns blazing with magic, proudly baring erect nipples and damp, dripping marehoods to her.

This last especially drew her attention, and all of Rarity’s other fantasies blew away to focus on the unicorn in front of her. Her slick, heated slit was framed by a dewy, thin patch of cobalt blue fur…or perhaps it was darker? Midnight blue? Rarity couldn’t tell, had no head for those details right now. She simply leaned closed, hypnotized by the subtly swinging marehood in front of her. As she watched, drooling, licking her lips, a single drip of her juices beaded on the unicorn’s lips.

Shuddered.

Ran down one of those beautiful, pouting petals.

Juddered.

Dripped, falling straight down, and Rarity’s tongue poked out, wishing it was real, wishing it was falling towards her tongue, wishing she could fall to her knees and lap at that c -

Her mind balked.

That cu –

A distant, easily ignored scream.

That cun –

She inhaled deeply, a greedy, gulping breath.

That cunt.

Her fingers drove deeper at the realization. Mares could please mares. They were the only true pleasure a mare could find. Stallions were forever relegated to second-class lovers, incompetent at best, an option in desperation but otherwise completely unworthy of her pussy. Her soaking, sopping snatch. Rarity worked her digits as deep as she could get them, prying her lower lips apart far enough to force a fourth inside of her – it was more wonderfully filling that any lowly, unimportant cock could ever be. Stallions had no place in between her legs. Good mares pleased each other. Good mares knew the ins and out, the twists and turns, the contours of a mare’s body like a stallion never could.

And only good mares would ever grace her cunt again.

Rarity peaked as she realized that final, ultimate truth, letting out a whinnying shriek that caused the window to rattle in its frame. The water level began to drop dangerously low as she thrashed and writhed, soaking the bathroom in a thin layer of water shot through with copious amounts of her femcum. The unicorn absolutely gushed, feeling a tidal wave of thick, boiling femcum rush down her clenching, grasping tunnel. Her digits, thoroughly soaked already, received a further wetting, totally saturated and unable to absorb more. The rest ran down her thighs, mixing with the water being flung about, streaks and droplets managing against all odds to stay nestled in her thick, luxurious thigh fur. The smell of sex, potent, desirable, feminine, surrounded her.

Rarity wallowed in it, happily.

In a blank, horny daze, she rose. Her eyes were glazed over, dull, the spark of self-awareness that normally lit them almost completely absent. Swaying slightly, femcum and water dripping in equal amounts, she stepped out of the tub onto the drenched carpet. Her movement were at once stiff and wobbly, her legs threatening to collapse from her potent orgasm, but she managed to stay upright. Moving mechanically, she took up her towel, passing it perfunctorily over her fur, her hair, her long, flowing tail. She dried herself just enough not to drip everywhere, leaving her fur and hair to clump and frizz, sticking out crazily in ways that would have horrified her conscious mind.

Tossing the towel negligently away, the unicorn also completely ignored her underwear. Slowly, reverently, she gathered the still-burning candle in her hands, holding it in front of her as a supplicant would a holy chalice. With slow, shuffling steps, she left the bathroom, nude, still dripping the occasional drip as she went. Not all of the droplets were water, and the scent of her still-needy, still-hot pussy followed her, drifting lazily through the hallway and clinging to every surface as it went.

Rarity entered her bedroom. The chair with her clothes was ignored. So was her bed. She went to the exact center of the room and knelt. Gingerly, she set the candle down. Then she stood and backed away three steps. She looked down at the candle. Fixed its dancing, flickering wick firmly in her gaze. Then she closed her eyes, and counted silently to ten.

Good mare.

The words of praise, soft, smoky, and sexy, made her whimper, a dull pulse of arousal flushing through her pussy. The soft patter of femcum dripping to the carpet filled her ears.

Open your eyes.

Rarity did, and beheld a wonder.

A mare was standing where the candle had been, wearing a dress of unearthly beauty. It rustled with the slow, steady movements of the mare’s breathing, the sound of silk rubbing against itself reaching Rarity’s ears. The dress’ base color was a light, sky blue – jagged streaks of alternating white and gold wrapped upwards from the waist in ascending rings. It clung like a second skin to the mare’s deep blue fur, the light and dark shades providing perfect contrast to one another. The neckline was cut low; improperly so – almost impossibly so. The mystery mare’s tits were nearly on full display, close to half of their full round peeking out from either side of the neckline, and when she shifted, Rarity could almost…almost catch a glimpse of a dusky blue nipple.

Her mouth watered, just thinking about those nipples.

A sparkle of light dragged her gaze away – lower.

The dress was studded with sparkling gemstones, clear, circle-cut affectations that Rarity’s practiced eye immediately identified as quartz. They glimmered with every movement, both from the relatively dull light of the bedroom reflecting off of them, and for another reason.

Centered in each gemstone was the candle’s flame.

It flickered at her from a hundred different points, beckoning her in, drawing her deeper into its hypnotic dance. Rarity went willingly. There was barely enough of her conscious mind left at this point to keep her standing upright, let alone resist the candle’s – no. Not the candle’s. The mare’s spell. She understood that now, and the idea crystallized as she swayed in place, legs still wobbling, her hands clenching and twitching spasmodically at her sides. The mare had sent her the candle. Had cast the spell. Had captured her, effortlessly. She listened for her voice in the candle’s flame, and followed its instructions mindlessly.

Down.

Rarity looked lower, and a tiny, gasping moan escaped her muzzle. More guttering quartz flared here, an arch of them bending in a gentle arc over the flare of the skirt. The skirt itself was a marvel of high-low fashion; the back trailed all the way to the floor in a luxurious train, covered from stem to stern in the mesmerizing affectations. A broad band of gold cut an imperious swath right down the middle of the train, a further arrow-straight line of quartz demanding Rarity’s gaze. And she might have given it, happily lost in the seductive, glinting frames, if her eyes didn’t fall on the front of the skirt first, stopping dead in their tracks.

If the plunging neckline was improper, the front-facing portion of the skirt was simply scandalous. It rose higher and higher as the fabric swooped around the mare’s legs and hips, unstoppably so, an acre of plush blue fur and long, smooth legs bared to Rarity’s – and indeed, anyone else’s – gaze. Her eyes followed the rise of the skirt as it crawled up the mare’s thighs, delectable glimpses of succulent flesh calling out to Rarity to taste, to touch, to worship. And still the skirt rose, Rarity’s gaze sliding from thigh to crotch, her breath catching in a strangled gasp.

Framed perfectly underneath the barest scrap of fabric were the mare’s panties, surrounded by the softest, silkiest fur yet. The skirt hid nothing, the mare’s pussy brazenly on display if not for the thin blue lace of her underwear. Drooling openly now, Rarity couldn’t help but notice that the lace wasn’t pristine. It was stained, dampened by the mare’s juices. She swore she could see it spreading while she watched, more and more femcum dripping out to stain those beautiful undergarments, slowly but surely ruining them in the most obscene – not to mention exhilarating – manner Rarity could imagine.

Kneel.

Rarity obeyed without question, hitting the ground with an hard, uncontrolled thump. She barely noticed, her eyes glued on the mare’s slickening crotch. Just above the spreading dampness was the biggest quartz yet, practically the size of a robin’s egg, and Rarity’s eyes couldn’t decide which sight to land on. They flicked back and forth desperately, from flame to cunt and back again, and in her mind, she heard cruel, domineering laughter.

What are you?

“A good mare,” Rarity whispered.

And what do good mares do?

“Good mares…obey.”

Good mares obey their Mistress.

“Mistress…?” This was new, and Rarity’s brain was not in the shape for new ideas. Her eyes, blank, glazed, dulled, tried to tilt upwards, to look at the mare’s face. Before she could do much more than attempt this, she felt a hand twine itself through her mussed mane. It yanked her gaze back downwards, and Rarity whickered with surprise and discomfort. She tried to look up again and received the same treatment; getting the message, she kept her head still. At least now she knew where to look – the only place she could, and she simply stared, drinking in the sight of the mare’s cunt continuing to leak all over her tightly snug panties.

Mistress. The one who sent you the candle.

“I don’t know…” The hand yanked again.

Speak only when given permission. That’s what good mares do.

Rarity almost opened her muzzle to speak, but at the last minute, managed to contain herself. Instead, she only nodded.

You see the flame. Where?

“In front of me,” Rarity breathed, eyes flicking back up for the barest moment before resettling on the mare’s quim. “All around me. On you.”

Who controls the flame?

“You do,” Rarity said. Even to her sluggish mind, it seemed self-evident. The next part did as well. “You control the candle.”

Expectant silence.

“You control me.”

Excellently reasoned, my good mare, the voice purred, and Rarity shuddered again. A helpless moan tumbled from her lips, her pussy spasming, a fresh trickle of femcum joining the rivulets still coursing down her thighs and legs.

Demonstrate your obedience.

A pause, then, in a tone that dripped with arousal…

Service Mistress’ pussy.

Rarity didn’t need to be told twice. Inhibitions and inclinations long since overridden, swept away by scent, flame, and voice, she scooted forward on her knees, nestling her face and muzzle between her Mistress’ smooth, powerful thighs. She nuzzled forward, heated breaths washing over the moist panties and dripping cunt in front of her, and from above, she felt Mistress shiver. Heard her sigh. The hand in her hair pushed, gently this time, urging her onwards.

Rarity tucked her nose down, sliding it along the smooth, soaked lace. She caught the edge of Mistress’ panties in her teeth, and peeled them to the side delicately. Muffled groans echoed into Mistress’ pussy as she saw streamers of her femcum cling to the panties, stretch past their breaking point, droop and break in order to drip downwards. Those droplets rained down on blue fur and blue lace as blue eyes feasted hungrily on every alluring detail of the slick, steaming snatch being revealed to her.

She let the panties go, and before they could snap back pushed her muzzle forward. The tip of her nose made contact with those heated folds. Mistress moaned, needy urgency melting into her commandeering tone, and Rarity keened alongside her. The cunt before her eyes was simply divine, puffy petals pouting as they opened in response to stimulation, little rivers of feminine passion pouring down their sides.

The air was thick with the scent of arousal, powerfully feminine.

Closing her eyes, Rarity let her lips part, and her tongue poke forward.

Mistress’ moans ringing in her ears, she began to feast, her submission deepening with every lick.

Wearing only a cape, Rarity’s Mistress stood in the center of a darkened room.

There was no need to be quiet – this was an isolated, warded place – and she didn’t even try, pleasured cries erupting from her throat while her hips bucked and gyrated. One hand was held in front of her, as if cupping something. She curled those fingers, feeling Rarity’s gloriously soft, purple hair slip through them as she tightened her grip, pushing the mesmerized mare deeper into her pussy. Femcum ran in a torrent from between her legs, a sizable puddle already forming underneath her, the soft pattering of more being added all the time harmonizing with her moans.

Rarity might not be physically present, but thanks to the spell she’d cast, that didn’t matter one bit.

Opening her eyes, she cast a glance at the table next to her. Aside from a merrily bubbling cauldron, filled nearly to the brim with a thick, pink liquid, the table – her worktable – was the only other object in the room. When she was plotting, really plotting, she liked to keep it simple in terms of her tools. And accomplished sorceresses really didn’t need anything more than a good, sturdy cauldron and a clear worktable to succeed, she thought cockily.

Rarity’s tongue, jammed deep into her cunt, rasped suddenly over a particularly sensitive patch of flesh, as if to punctuate the thought. A dominant cry of pleasure rang out through the room, the sorcerous mare thoroughly enjoying the fruits of her labor.

Six colored pendants – purple, blue, yellow, white, orange, and pink – hung from pegs, hastily pounded into a shelf attached to the back of the table. Each was in the shape of a shooting star. The white pendant was glowing faintly. With every moan that echoed around the room, every jolt of her hips or deep, shuddering swipe of Rarity’s tongue, it brightened. Soon, it would settle around the white-furred unicorn’s neck, solidifying her hold. These were powerful charms, but they couldn’t ensnare ponies, only strengthen control that already existed. That was why she had needed the candle.

True, it hadn’t made it to its intended recipient. It was supposed to be Twilight, not the fashionista, whose tongue she was riding right now, whose mind she would continue to melt and shape over the coming weeks, whose willing help she could use in bringing down the rest of the arrogant, superior so-called Elements of Harmony. And they would only be the beginning – with Twilight at her side, an obedient, mindless slave, she had imagined knocking down the front doors of Canterlot Castle and asserting her authority over those wretched Princesses. After turning the mares of their beloved Ponyville and beyond against them, of course…

There was no reason that couldn’t still happen. It had taken a bit of quick thinking on her part to fix the candle – the original magic had been meant for Twilight, after all, and wouldn’t have done anything to Rarity…except possibly give her a headache. But she’d been keeping close tabs on her delivery, and as soon as she saw it had ended up in the boutique instead of the library…well, it had been close, but she’d managed it. It hadn’t captured Rarity as completely as it would have, if it had been intended for her all along, but this was just the first of many sessions.

By the end of the week, she was confident the fashion-obsessed “lady” currently tongue-fucking her would be well and truly in hoof.

And then…

She grinned maliciously, free hand rising to her neck. A seventh pendant hung there, just above her bared breasts, jostling with each movement.

This star was red. It matched the glow of her eyes as she exerted her will over Rarity.

The entranced mare, miles distant, interrupted her Mistress’ self-congratulatory thoughts by plunging her tongue deep, curling it, edges and tip and everything in between hitting spots that she hadn’t even known existed before just now.

Rarity shifted her muzzle slightly – expertly – and her nose rubbed over the shiny red bulb of her Mistress’ clit.

As she climaxed, shrieking in ecstasy and drenching Rarity’s muzzle with the first of many, many orgasms to come, a single thought ran through her mind.

Revenge is a dish best served hot…

Chapter II - Tea & Treachery

Chapter 2 – Tea & Treachery

“I must say, that’s simply the most gorgeous necklace – where did you get it?”

“Oh, this?” Rarity beamed, raising a hand to caress the sparkling white star at her throat. It matched beautifully with her choice of clothing for the day, an elegantly simple ivory dress that hung in loose, luxurious folds. Sometimes, she didn’t feel like going through all of the effort of her usual routine, but even on such occasions, she made sure that the clothes she wore were no less fashionable than the complicated outfits filling her closet. And judging from the way Lotus Blossom had been unable to keep her eyes off of her – more than usual, it seemed! – Rarity thought that she might have to look into wearing this dress more often…

“A gift, if you can believe it!” She explained, giving the star a little push and letting it jostle, catching the light in what Rarity considered the most wonderfully pretty way.

“From whom?” Lotus inquired, blinking as the light from the star necklace played across her eyes.

“I’m not sure,” she admitted with a carefree shrug. “The package it came had was missing its label.”

“A secret admirer, perhaps?” Lotus grinned, the spa pony as eager as ever to share in the latest gossip – especially with one of her favorite customers. Rarity couldn’t help a smile of her own, even if it was her privacy the conversation was intruding on! “Maybe they’re the reason you seem so, hm…ebullient?”

“I don’t know what you mean,” Rarity replied, feigning shock.

“Mhm,” her hostess said with a chuckle. “You hardly seemed to need your usual routine – I thought you might have been Rainbow Dash when you came in, floating on your own personal little cloud of happiness.”

The two ponies shared a laugh at that. Rarity had to admit to herself, Lotus Blossom was right – she couldn’t remember a day where she had needed to be pampered and primped less than this one, though she had still come to the spa for lack of any other plans. Ever since she had received that mystery package a week ago, she felt as though a switch had turned in her life. Things that might have bothered her before – a missed fabric order, a ripped dress – merited little more than a shrug, and she’d never been so happy to simply be out and about.

Especially with so many beautiful mares walking the streets, dressed in their light, flowing summer best…she wondered how she’d never noticed them before.

“Well, I suppose I shouldn’t keep you any longer, dear,” Lotus said as her laughter trailed off. “Any products today?”

“No, I’m well stocked, thank you.”

“As you wish,” Lotus said, humming slightly as she wrote a few things down on her account ledger. “Hmm, oh! I nearly forgot, we’re having a bit of a sale on shampoo today, so I’ll knock ten percent off this price. How does that sound?”

“That sounds – “

In between one word and the next, Rarity changed. A bell, its tones clear and commanding, pealed through her mind, and if Lotus had been looking up instead of down at her ledger, she might have seen the white unicorn’s eyes flash. Rarity’s spark vanished, replaced first by a dull, blank stare, and then in the next heartbeat by a different light. This one was flatter, brighter, similar to Rarity in so many ways but just different enough that, if anypony looked closely enough, they might have been able to tell the difference. In the span of an instant, the façade that Rarity’s Mistress kept in place, so as not to rouse any suspicions, vanished. And in its place –

“ – simply wonderful,” the good mare finished, widening Rarity’s smile as she stepped to the forefront. Her happiness wasn’t fake. She understood why sometimes, she had to hide away from the world and let “Rarity” go about her business…but that didn’t change the fact that she hated to be locked away, sleeping, barely conscious in a cordoned-off section of the unicorn’s mind. But now, her Mistress had seen fit to awaken her, and that could only mean one thing. She had work to do.

Her voice was lighter, breathier than Rarity’s. As she slipped her hand into Rarity’s purse, feeling for her bits, a carefully observant pony would notice that she moved different as well. Where Rarity was restrained, even dignified, the good mare was bouncy and expressive, more like Pinkie Pie than the cool, collected fashionista. Her smile was inartful, guileless – which was fine, because her Mistress had guile enough for the both of them, and then some. Extracting a handful of bits, actually quite a bit more than Lotus required, she spilled them onto the counter, rousing the spa pony’s attention. Lotus looked up, raising an eyebrow.

“…I’ve never had a customer so excited to pay me before,” she joked, scooping the bits towards herself.

“Just showing my appreciation for such an amazing experience!” The good mare’s voice practically squeaked out the word “amazing,” because it was true. She might have felt only a fraction of it, but for her, it was the first – and best – spa service she’d ever had. She just hoped in the future, her Mistress would let her come back here when she was fully in control, so she could experience the bliss of a massage, or a mud bath, without Rarity in the way to absorb most of the sensation.

“Maybe ‘ebullient’ wasn’t the word,” Lotus said, sounding slightly puzzled, but not worried by Rarity’s behavior. “’Exuberant’ might be better.”

“Exuberant, that’s me to a T!” She said, then burst out with a trill of high-pitched, bubbly laughter. Lotus paused in her counting, looking up with a bemused expression on her face. Giggling, barely able to talk through her merriment, the good mare sensed this might be a good time to take her leave.

“Thanks for everything, Ms. Blossom! Please excuse me, I’ve got some business with a good friend of mine!”

Still chortling, she trotted for the exit, a very un-Rarity-like bounce in her step. Lotus watched her go, staring at the door a good few moments after she had left, finally just shaking her head and going back to counting the bits strewn across the countertop.

“’Ms. Blossom?’ Whatever’s gotten into her, maybe I should get some of it too…”

The bell was the signal – when it tolled, the good mare came to the forefront, and her first order of business was to find a private spot and wait for her Mistress’ instructions. Whistling a jaunty tune, she did just that, leaving the Ponyville Day Spa in her wake while she looked for a suitably secluded spot. The marketplace surrounding the spa was decently busy that day, but eventually, she found a likely looking alley. With a glance to her left and right, ensuring no one was following her, the good mare ducked inside, letting her whistle fade away as she walked down the cool, dimly-lit alley.

She slipped behind a leaning tower of mostly empty boxes, blocking her from the curious eyes of anypony glancing down the alley’s mouth; it dead-ended against a wall, so she had no fear of being spotted from that side. Exhaling softly, she closed her eyes, bowing her head and adopting a suitably subservient position. She might have knelt, but this place was still a bit too public for that.

“I’m alone, Mistress,” she whispered to the air around her.

There was a beat of expectant silence.

Excellent.

The voice of her Mistress filled her head, a silent, soothing balm that only she could hear. The good mare’s legs nearly buckled at the sound of it; she slumped back against the stack of crates, causing them to wobble precariously. She barely noticed past the flush of arousal that worked its way through her system, simply from the sound of her Mistress’ voice. Underneath her dress, her marehood winked; the good mare cooed softly, feeling a trickle of her passion snaking its way down her legs. One of the first improvements her Mistress had made in her life was an aversion towards undergarments, and at times like these, with her arousal beginning to flow freely down her bare legs and her nipples stiffening under the just-thick-enough fabric of her dress, hiding them from prying eyes, she couldn’t appreciate such an improvement more.

How was your trip to the spa, my good mare? The silky-smooth affectation wormed its way into her brain, and she moaned as quietly as she could manager, her hips working against nothing as another surge of pleasure shot through her body. Fingers twitching at her sides, she fought the compulsion to slip them upwards, underneath her dress – after all, she hadn’t been given permission. Instead, she focused on the question she’d been asked.

“It was wonderful, Mistress!” She lilted out, trying to keep her voice down but not succeeding very well between her joy and her arousal. “I’ve never had a massage before, and – “

So glad you enjoyed it, came the brusque interjection, and she subsided willingly enough while the voice continued. But the time for rest is over. It’s time to go to work.

“Oh!” Her eyes widened. “Does that mean – “

Yes, her Mistress interrupted again, and now her voice was oozing smug satisfaction. It’s time for you to start enslaving your friends.

It was difficult, but the good mare managed to hold in an excited squeal – mostly. She couldn’t suppress it entirely, a high-pitched squeak passing her lips while her body quaked with excitement. Ever since the very first night, when her Mistress had brought her into this world, she had known her entire existence was leading up to this task. She’d been the first, and now it would be her job to shepherd the others – not just her friends, but anybody her Mistress desired! – down the same path she had walked, toward total, blissful subservience.

Groaning softly, needfully, disjointed images flashed through her mind of her friends, the other five Elements of Harmony, on their knees, worshiping at the hooves of their rightful owner. She didn’t discount herself – in the fantasy, she was right there alongside them, sandwiched in between Rainbow Dash and Applejack, perhaps, or maybe at the end of the semicircle, pressing her flanks against Twilight Sparkle’s, feeling the academically inclined pony shaking and shivering with all the pent up lust she imagined must be hiding behind that fearsome intellect…

Just the thought of betraying her friends - of willingly leading them into her Mistress’ hypnotic clutches, helping her batter down their willpower until their minds were as vulnerable to being warped as hers had been…

It sent a shiver down her spine, and a wave of femcum down her legs.

Whickering, hearing the soft pattering of her arousal dripping to the ground beneath her dress, the good mare opened her muzzle to ask who they would be enslaving, but she was interrupted by a bout of cold, cruel laughter.

Oh, your conditioning sank in even better than expected, her Mistress said, her words shot through with icy delight as she taunted her slave. Look at you. Just the thought of serving your friends up to me on a platter, corrupting them into helpless, horny little sluts like you…it’s a good thing you’re not wearing any panties, my good mare. You’ll do anything you’re told, won’t you?

“Y-Yes, Mistress,” she gasped out, voice rough with arousal. She was dripping freely now, and her hands were spasming, desperate to attend to her soaked snatch or her tight, aching nipples, but she was a good mare, and she still hadn’t been given permission. “I’ll d-do anything! Anything! Anything at a-a-aahhhhlll…”

The last word degenerated into a neighing moan, the good mare’s hips bucking as her arousal spiked. Ghostly fingers were suddenly stroking over her pussy, and she didn’t bother trying to look for them; they were her Mistress’, and she knew they could only be seen if her Mistress wanted them seen. Instead, she let her head fall back, low, gurgling moans echoing out into the alley. Her shaking, trembling body pressed back harder against the tower of crates, the makeshift structure tilting dangerously, the good mare’s aroused shivers causing it to shake as well. None of that mattered to her, though, only the orgasm she could feel coming – coming – cumming - !

That’s enough, don’t you think?

As abruptly as they had come, the fingers vanished, and the good mare’s orgasm went with them. Panting, her fire stoked but with no way to satisfy it, she whined low in her throat, one hoof digging against the sandy cobblestones. It was no fair! She’d been so close, and now…

Ah ah ah, the voice in her head chided her, dark glee lurking behind the admonishment. Surely you appreciate your Mistress’ gift, don’t you?

“…y-yes, Mistress,” the good mare muttered disconsolately.

Don’t look so glum, her Mistress said, evidently finding her own amusement in her slave’s misery. Hold out your hands.

Still moping slightly, she did so. Streamers of light flowed into her cupped palms, swirling and coalescing together. One moment, she was holding nothing but formless illumination, and the next, something solid clunked into her hands. The light persisted for a second longer before fading, revealing a stirring spoon in her hands, the kind used for tea especially. She looked at it curiously – it was quite elegant, filigreed with gold and with a brilliant, sparkling yellow gemstone set into the handle, just underneath where one would grip it to stir. Still no expert on stones, she couldn’t be sure, but she thought it might be a garnet.

Beautiful, isn’t it?

“It’s gorgeous, Mistress,” she agreed, though she had no idea what it was for.

Well, it’s for tea, of course. Her Mistress snickered. Your friend Fluttershy usually takes her afternoon tea about this time, doesn’t she?

She nodded.

Well, it would be a shame for her to drink alone.

The good mare smiled, her ebullience starting to return as the cruelly denied orgasm slipped into the past. Yes, it would be quite a shame, wouldn’t it?

Time to get moving. We may be moving a bit quickly, but your Mistress is as eager as you are to start the work; and in any case, you’ll have a voice in your ear guiding you every step of the way…

Humming, the bounce in her step restored, she edged carefully away from the stack of crates – it now looked like it might collapse at any moment – and started back down the alley. A right back onto the main market thoroughfare, and from there, it was more or less a straight, easy jaunt to Fluttershy’s cottage on the edge of the Everfree.

She just hoped no one noticed the trail of wet, fragrant drips she was leaving as she walked…

“Rarity! I wasn’t expecting any company today…”

“I was looking for flowers in the Everfree,” the good mare lied easily, a grin lighting up her muzzle as she stood on Fluttershy’s doorstep. “Something to compliment one of my latest designs…and I thought I’d stop by.”

The lemon-furred pegasus in front of her smiled as well, hers still shy and slightly downcast, even after all the years of friendship, and Rarity and her fellow Elements slowly coaxing her out of her shell. Still, Rarity never begrudged Fluttershy her steady if slow progress, and the good mare didn’t either, keeping her posture as relaxed and non-intrusive as possible. Brushing a strand of brilliant pink hair out of limpid blue eyes, she chewed it over for a moment, then nodded, seeming to gather her courage.

“I’m just about to sit down for tea,” Fluttershy said in her soft, quiet voice. Sometimes it was difficult to hear, but out on the edge of the Everfree, away from the hustle and bustle of Ponyville, it was clear.

Almost as clear as a bell.

“Would you like to join me?”

“I’d love to,” the good mare said, and Fluttershy moved to the side. She entered the small, cozy cottage, immediately entranced by the smooth, woody scent of the interior. Fluttershy kept her living space neat, and uncluttered – even most of the birdcages were empty at the moment. Only a sleeping canary, and what looked like a nightingale with an injured wing, seemed to be present. As her friend shut the door, sliding the latch shut as well, the good mare gestured at the cages curiously.

“Where are all of your feathered friends?”

“Gone,” Fluttershy said simply, going over to inspect the nightingale’s cage. It shied away from her, and she didn’t press the issue, settling for a visual examination of its slightly bent wing. “Most of them wanted to go back to the forest, but they visit sometimes. They like to sleep here, especially when it’s raining.”

“Makes sense,” the good mare replied. She stepped further into the den, lingering politely in front of one of the chairs. “May I sit?”

“Please do,” Fluttershy said, turning her attention away from the nightingale and towards her friend. “I actually think that – “

From the kitchen, the kettle whistled, and Fluttershy smiled.

“The kettle is almost done,” she finished, starting for the other side of the room and the open archway to the kitchen. “I’ll be right back.”

“Do you need help?” She was already rising from her chair, but the yellow-furred pegasus shook her head without breaking stride.

“No, it’s no bother. I’ll be just a minute!” With that, she disappeared from view, and the next thing the good mare heard was Fluttershy’s soft, melodious humming along with the clatter of cups and trays.

You’re doing excellently so far.

She appreciated the praise, but she almost wished her Mistress would’ve waited to deliver it. The words ran through her, a warm, blissful tide, and she had to fight back a moan. Her legs, demurely crossed as any proper lady’s should be, shivered and shook, toes visibly curling for a moment before she could get control over them.

Don’t forget what we discussed, her Mistress continued, unaware or uncaring of her slave’s plight. Now, the gem will do most of the work, but you will still need to – what was that?

She blinked. What was what? Had she done something wrong?

“Mistress?” She asked in a low, breathy whisper, hoping Fluttershy couldn’t hear her over the noise of tea preparation.

Not you. There was something… Her Mistress trailed off. The good mare’s heart started to beat a little faster, anxiety worming its way in through her arousal.

It was nothing, the voice said, finally, and she relaxed. Sinking back into her chair, she listened as her Mistress went on. When Fluttershy comes back with the tea, we will begin. Use the spoon to – AH!

Her Mistress cried out, and the good mare jerked upwards in her chair, eyes going wide. She heard a crashing noise – impossibly faint, impossibly distant – then nothing. The voice in her head was silent. More than silent…for the first time since her awakening, it was completely gone. Her heart started to race again, and she felt panic, an emotion she was totally unaccustomed to, welling up in her chest. What was she supposed to do, without her Mistress? How would she know what to think, how to feel? Was this permanent, what had happened, where was her Mistress –

“Rarity? Are you alright?”

Fluttershy’s concerned voice broke through the rapid whirlwind of questions firing through the good mare’s mind. Flicking her eyes upwards, she took in her friend’s raised eyebrow, the fact that she’d stopped dead in her tracks, the worried frown starting to form on her muzzle. She knew if she didn’t say something, Fluttershy would probably try to help her. She might call one of the others, way ahead of schedule. Rainbow Dash, or Pinkie Pie – or, worst of all, Twilight. And Twilight would know. She’d find out everything, and then her Mistress’ plans would be ruined.

And it would all be her fault.

She couldn’t let that happen, and she opened her mouth to stop it, to head it off, but she still had no idea what to say or do or –

Use the spoon.

It was her Mistress’ voice. Just an echo, a memory, but it was enough. Of course. Her Mistress had given her an order – it didn’t matter if she wasn’t here. As long as followed orders, everything would be alright.

“Rarity?” Now Fluttershy set the tray down, about to step around the small coffee table to her side. Her eyes shone with disquiet. “Do you need – “

“I-I’m fine!” She burst out suddenly, more than a little panicky, her voice stuttering as she spoke. Clearing her throat, she held up her hand, telling Fluttershy to wait just a moment. She shook her head, using the motion to cover, trying to cast about for a believable excuse. “I, um. I’m sorry, I thought of something…”

“What was it?”

“Oh, it’s silly, dear. I wouldn’t want to bore you with the details.”

“Rarity, you looked like you saw a ghost!” Fluttershy’s tone was harder, faintly scolding, and the good mare found herself cursing those assertiveness lessons, and not for the first time. “Please, I wish you’d tell me what got you so spooked…”

“Well, I…” She swallowed, still trying to buy time, and a weak grin surfaced on her muzzle. “I have a deadline on a dress approaching. I was sitting here when I thought – well, I thought it was today, and imagining what Princess Luna might say if her dress was late was quite the…shock.”

Fluttershy frowned, and the good mare held her breath.

“…I didn’t know you were designing a dress for one of the princesses,” Fluttery said, the concern in her eyes starting to lessen, and Rarity exhaled with relief.

“She so liked my work with her dress for the Hearts and Hooves Ball, she’s commissioned me for another one,” the good mare said, her smile widening, becoming more natural as she sensed the danger passing. “We were actually just working out the details over tea a few days ago, and I’m afraid I misremembered my days.”

Fluttershy kept up her penetrating stare for a moment more, but now that she was collected again, remembering her mission, the good mare gave away nothing, just a pleased, not to mention slightly contrite smile. Then, mercifully, a smile of her own began to appear, and she bent, picking up the still-steaming kettle and chuckling as she started to pour.

“Well, I’m glad…though I don’t mind saying you gave me quite a shock!”

“I’m so very sorry about that,” she said, reaching for her cup just as Fluttershy finished filling it. While the pegasus busied herself with her own cup, the good mare took the provided tea bag and slid it into the hot water. Turning the handle towards her, she savored the rich scent already beginning to curl upwards from the cup, the first few streamers of tea working their way into the water and darkening its clear color. “I just have a reputation to maintain, you know, and being late on a dress for one of the Princesses herself…I shudder to think of it. Do you have any honey?”

“Here,” Fluttershy said, nudging a small bottle towards her friend while she laid her own tea bag into her cup. “I don’t think Princess Luna would be too mad at you, Rarity. At the end of the day, I think she would value your friendship over a dress, no matter how beautifully crafted it may be.”

“Thank you for saying that,” she said, turning the honey bottle over and squeezing a few thick, gooey drops into her teacup. Laying it aside, she brought out the special spoon given to her by her Mistress. “And for the compliment.”

“You’re welcome,” her friend said, giving the spoon a curious look as it was slipped into the good mare’s rapidly steeping tea. “Where did you get that? It’s quite beautiful.”

“Oh yes, isn’t it?” She smiled, feeling a small thrum of magic run through her hand as the hot tea caressed the bowl of the spoon. It ran along the utensil’s barrel, and the yellow garnet flashed for the briefest moment. She saw Fluttershy blink, and before the pegasus could comment, she continued. “It was a gift from a friend.”

“What friend?” Fluttershy asked, and the good mare noticed that despite the curiosity in her tone, her eyes didn’t leave the yellow gem. Cautiously, slowly, she started to stir. Streamers of honey swirled around her cup, sweetening the tea, but her attention was entirely on the gem; with each revolution around the cup, it caught the light in odd, complex ways. Facing away from her like it was, the good mare didn’t get the full blast of the effect, but she remembered it well enough from when her Mistress had done it to her. She uncrossed her legs, discreetly rubbing her thighs together, biting back a soft sigh at the feeling of her thoughts clouding right at their edges…but with an effort, she pulled her gaze away, focusing instead on Fluttershy’s face.

After all, she was the one to be hypnotized here, not the both of them. At least not yet.

“Well…I’ve never met her,” she replied, playing coy. A girlish giggle left her muzzle, but her hand was steady, never pausing as it stirred. Fluttershy leaned forward, ever so slightly. She had been pouring sugar when she’d first seen the gem, a steady trickle – now she was frozen in the act, enough sugar in her tea to turn it sickly-sweet, a tiny, undissolved mountain heaping up above the liquid’s surface. “But she’s quite captivating, to say the least…Fluttershy, dear, your tea?”

“Hmm?” The yellow pegasus blinked, her lids slow and sluggish. Then, with a visible effort, she pulled her gaze away from the gem on the spoon and looked down, blushing at the small hill of sugar sitting in her tea. “Oh no! The tea is ruined…”

“That is quite a lot of sugar,” she commiserated, affecting a sigh. Then she brightened, reaching over and touching Fluttershy’s arm, just enough to make her look up from her supposedly ruined tea. “But, maybe you can fix it!”

“I don’t think so,” the pegasus said with a frown, a frown that didn’t at all look right on her slender, lovely muzzle. “Even if it all dissolves, it’ll be much too sweet to drink.”

“Not if you distribute it more evenly,” the good mare insisted, and as if to demonstrate, her hand started to move again. She stirred her tea in long, slow circles, angling the spoon this way and that as it tracked around the edge of her cup. “See? If you just stir, like this. Around and around, letting all of the sugar dissolve, letting it all just flow in endless circles. Stirring and stirring…”

“I…” Fluttershy’s frown deepened. Her gaze fell downwards, to the circling gem, and the good mare saw those flashes of light again, reflected in those clear, guileless pupils. “That doesn’t seem…right…”

“But it is,” she cooed, leaning forward in her chair, scooting the cup along the surface of the table. Fluttershy’s eyes followed it, almost involuntarily, the yellow pegasus sucking in a distracted breath as the cup edged closer to her. The good mare kept up her smooth, simple motions, dropping her voice as she continued to talk from the light, airy tones of companionship to something darker. Deeper, and more sensual, her words shaded into a smoky husk as she led Fluttershy deeper into trance. “You can just keep stirring, keep watching everything move in those circles. Watching everything dissolve. Sugar…or honey…or even your thoughts.”

“…thoughts?” Fluttershy’s voice was barely better than a whisper.

“Hmm? You want to dissolve your thoughts?” She asked, raising an eyebrow as if surprised.

“I…I’m not…”

“Shh,” she said, shaking her head. “I understand if you do, dear. Thoughts can be such burdensome things, can’t they? Heavy and grating…worries gnawing at your nerves all day, making you flustered and frazzled – appointments to keep, tasks to complete, an endless list of things to keep straight and remembered! Frankly, Fluttershy, having thoughts is positively exhausting. It’s far more trouble than it’s worth.”

She paused for effect, continuing to stir. Fluttershy’s breathing was beginning to even out, falling into the slow, deep rhythm of sleep. Her eyes remained open, but they were slowing down too, keeping up with maybe one revolution of the spoon out of every three. The clarity in them was beginning to fade, a growing, intoxicatingly sexy haze spreading in its place. Swallowing, the good mare flicked her eyes away, uncrossing her legs. She started to rub her thighs together, feeling her pussy dampening under her dress, her arousal starting to return as she hypnotized her friend. Mentally fumbling for her script, she picked it up again, threads of passion twining through her voice, making it slightly unsteady.

“Y-You don’t have to, though,” she said, letting out a long, slow breath, more to relax herself than Fluttershy. “If we just keep stirring…we can have those pesky, heavy thoughts dissolve too. Leave you with a nice, e-empty brain. Light, and floaty, and…”

Honestly, she didn’t know how her Mistress did this. Not without breaking in the middle of the induction and simply pouncing her subject, that was. The good mare had to pause, steeling herself, her free hand clutching spasmodically and crumpling the fabric of her dress in her fist as she fought to keep herself in her chair, continuing the hypnosis.

“…and sexy, Fluttershy.”

“Rarity…” Fluttershy murmured, and now she was swaying slightly in her chair, like she was trying to stand up. Trying to break free. “Rarity…what are…”

“I’m helping you, dear,” the good mare said, her voice degenerating further into a throaty purr. Her hand was pulling her dress up, inch by slow inch, revealing scandalous expanses of her creamy, ivory legs and thighs to Fluttershy, but the yellow pegasus was too far gone to notice. Muzzle parted slightly, she just kept staring at the teacup – her eyes were frozen in place now, unable to move, let alone follow the spoon. She kept it moving, though, sending those mesmeric flashes right into Fluttershy’s fogging, glazed eyes, knowing she was so close.

“Taking away those intrusive, terrible thoughts.”

Stir. Flash. Fluttershy’s head nodded forwards, her muzzle slackening more. A tiny, silver line of drool edged out, crawling down her jawline.

“Dissolving them, one by one.”

Stir. Flash. She had to bite back a moan, watching her friend slip under so easily, so completely. It was maddeningly erotic, to see Fluttershy’s conscious mind shutting off, little by little, right in front of her.

“Replacing them with…nothing. Just emptiness.”

It was becoming too much for her, and the good mare huffed, her hand slipping underneath her dress at last. Groaning needily, she felt her fingers brush over her damp, pouting marehood, and a shiver ran through her entire body. The spoon clattered against the cup, and drops of tea flew, pattering across the tabletop. Drawing in a shaking breath, her fingers still slipping over the slick flesh of her entrance, the good mare stirred faster, impatience and arousal finally starting to win out.

“You’re empty, Fluttershy. J-Just empty, and blank, so fucking sexy…”

Stir…flash…stir…flash…

“A-and you love being blank and empty for me. For anyone! Just an empty, obedient, horny mare like me…”

Stir-flash-stir-flash-

“Good mares obey, oh fuck, good mares obey…!”

She’d lost track of who was being hypnotized; if she was repeating her mantra for herself, or instilling it into Fluttershy. The pegasus’ breathing was starting to become labored, her chest rising and falling with quick, shallow breaths; the good mare’s own lust-fogged gaze noted the tiny, hard outlines of Fluttershy’s nipples, pressing against the thin pink blouse she was wearing. She was dimly, dazedly surprised that Fluttershy of all people wasn’t wearing a bra, but that thought was chased away the next second by her own talented hand, arcing sneakily upwards and strumming the ball of her thumb over her engorged, throbbing clit.

The good mare’s back arched, nearly throwing her out of her chair, her words rising in a cry of ecstasy.

“Good mares obey, good mares obeehhhhhoh fuck me!”

“Yes, Mistress.”

The good mare had half-a-second to register that completely unexpected sentence, delivered in a calm, if slightly breathy with arousal, voice. Then, as she settled, knocked off-kilter, into her chair, she felt Fluttershy, warm, vibrant, and there. The yellow pegasus stepped in between the good mare’s legs, spread lewdly wide…and then she knelt, movements stiff, slightly jerky. The good mare’s eyes widened, and she opened her mouth to say something – she had no clue what – but before she could, her dress was pushed up even farther, forming more of a wrinkled belt around her waist then anything, and Fluttershy’s head was dipping between her thighs, and –

“I didn’t meohhhhhhh…Fluttershy, I…mmph, yes, right there…”

Any thoughts she had of fixing her error vanished in an instant as Fluttershy’s tongue wormed its way into her pussy. The yellow pegasus’ hands curled around the good mare’s thighs, pulling her closer, impaling the white unicorn on her questing tongue, and she simply melted, slumping in her chair with a gurgling, desperate moan. White-hot bolts of ecstasy lashed at her brain and spine, every touch of Fluttershy’s strangely talented tongue rewarding the shy, supposedly withdrawn pegasus with a fresh burst of her friend’s creamy, thick femcum, running like a river and absolutely drenching everything from thigh fur to the chair cushion beneath them.

The good mare’s hands flew upwards, gripping the top of the chair, fingers folding over the top while her nails dug into the backing. Back arching, her chest heaved up and down with great, gasping breaths, interspersed with loud, wild moan as Fluttershy dug her tongue into her cunt. Her legs scissored closed, pinning the other mare in place; she didn’t seem to mind, and the next thing the good mare knew, Fluttershy’s tongue was corkscrewing even deeper than before. She shrieked, rump lifting clear off of the chair, small drips of femcum from the rapidly puddling stain thudding back down to the drenched fabric. Her dress, meant for much less strenuous activities, jostled and one shoulder strap slid completely off, exposing her right breast and rock-hard nipple to the cool air of Fluttershy’s den.

Her purple fair fell out of its carefully coiffed style, obscuring her eyes in purple waves while she bucked and writhed in the chair. Her brain was melting under the yellow pegasus’ sensuous assault. The strong, flexible muscle of the tongue dragged over the ridges of her pussy, sending the good mare into paroxysms of agonized pleasure; it dipped into the crevices and valleys between those ridges, dulling the bliss, turning it into a spreading, sucking lake of quicksand, dragging her mind into an inescapable, blissful bog. Fluttershy speared her tongue as deep as it would go; the good mare cried out, hips bucking towards the ceiling, only for the pegasus to pull her back into the chair with a lewd squelching noise. The tongue retreated; the unicorn tried to breath, only for the tonguetip to flick over the slightly rougher, sensitive areas near her entrance, and she lost the air she’d sucked in with a breathless, gratified gasp.

Obscenely, delightfully wet noises echoed up from the juncture of her legs, Fluttershy diligently fulfilling the command she’d been given. She ate her friend’s pussy with sensuous efficiency, poking and probing her tongue in all the right places. The good mare was absolute putty in her hooves, as the old saying went, and between Fluttershy’s unexplained talent and her earlier arousal, it wouldn’t be long before –

Her breath hitched.

Fluttershy, sensing the inevitable, feeling the good mare’s quim suddenly clenching and spasming, redoubled her efforts. She pulled her friend closer at the same time she pushed her muzzle in, and the good mare swore she felt an inch or two of those muzzle actually pop into her cunt and she was so full and that tongue was so divine and – and –

“Oh fuck yes!”

With an exclamation that, a week ago, she’d never have dreamed uttering, let alone shrieking at the top of her lungs, the good mare peaked. Her climax struck with the force of a bomb, detonating in the center of her mind and pussy at the same time, wiping away rational thought in favor of mindless bliss. She convulsed, kept in the chair by Fluttershy’s hands on her thighs, and her own deathgrip on the top; she could hear her nails tearing furrows in the fabric covering. A flood of femcum burst down her channel, and she could feel Fluttershy’s throat working, the subtle vibrations as the pegasus drank her fill of the unicorn’s tart, tangy juices. What Fluttershy couldn’t catch ran out over the good mare’s thighs, dripping down to her butt and adding to the probably-permanent stain on the chair.

And still, her tongue kept going, kept obeying the accidental order she’d been given. The good mare gasped and twitched, trying to come down from her orgasm, but it was impossible with her friend’s tongue still swirling in her depths. The yellow pegasus pulled her friend closer again – she’d slipped slightly out of her grip in her wild, orgasmic writhing – and the unicorn seized up, whimpering with sensual overload as she felt Fluttershy’s tongue probe a particularly deep valley. Drawing in short, stuttering breaths, for the first time in five minutes she made a noise that wasn’t a pleasured shriek.

“F-Fluttershy,” she gasped out, before wincing as her pussy clamped down on the invading, wriggling tongue again. “P-please…oh, Celestia…w-w-waaaahhh! W-Wait, stop!”

The tongue slowed…then, blessedly, stopped. Fluttershy tilted her head just enough to look up at the good mare’s face, eyebrow raised inquisitively.

Panting, she opened her mouth again, fully intent on ordering Fluttershy to stop. To stand up. Maybe even to go sit back down on the couch, so she could continue hypnotizing her, inducting her, conditioning her. That’s what her Mistress would have wanted her to do. She would have wanted her to ignore the fire still burning in her loins. Look past how calm, placid and obedient Fluttershy looked between her legs. Quell the intrusive thoughts bubbling up in her brain, the ones telling her instead to take advantage of the blank, empty mare underneath her. To condition her in a different way. A more unorthodox way.

An infinitely sexier way.

The good mare licked her lips.

“Fluttershy…kiss me.”

Pop!

She shuddered as Fluttershy slid her muzzle free of the unicorn’s soaked, messy slit. The pegasus stood up, the good mare’s juices visibly dripping from her drenched muzzle. Drops pattered down to the chair, the unicorn’s thighs, some all the way to the carpet. Fluttershy didn’t even notice. She simply looked at the good mare – at her fellow blank, obedient mare – and uttered the two hottest words in the history of language.

“Yes, Mistress.”

Then she leaned forward, catching the good mare’s lips in a soft, sensual kiss, and they both fell back into the clutches of ecstasy.

She pressed forward, immediately deepening the kiss. Fluttershy was pliant, accepting, and she didn’t resist as the unicorn hungrily made out with her, tongue sliding forward to slip and slide over the pegasus’ wet, stained lips. She relished the taste of her own juices exploding on her tongue, a taste she’d gotten very used to over the last week from cleaning her own fingers, but that didn’t content her for long. After sampling her own flavor, she parted Fluttershy’s lips, thrusting her tongue into the obedient mare’s muzzle and instantly dominating it. Pinning it down, the unicorn coiled their tongues together, suckling hard and enjoying her own flavor for the second time in quick succession.

While she busied herself with the pegasus’ lips, the good mare’s hands weren’t idle. They went to Fluttershy’s blouse, practically ripping the buttons open. It held together until she reached the last few buttons, near the hem of the shirt; these became tangled, and with a muffled growl of frustration, the unicorn simply tore the blouse open the rest of the way, scattering buttons everywhere. Unresisting, Fluttershy simply shrugged out of the ruined garment, and it was even easier to slide her skirt down and off, the cotton hitting the floor with a muted fwumph.

Pulling back from the kiss, the good mare took in Fluttershy’s lean, supple form in all of its nude glory. She had been right earlier – there was no underwear in evidence. For now, she tossed aside the “why” and simply enjoyed the end result, running her eyes up and down her friend’s long, lithe legs, her trim tummy, her modest but eminently attractive breasts, small, perky spheres that would fit comfortably in the unicorn’s palms. Her hands itched to do just that, to reach forward and play with those enticing orbs, but she thrust the idea aside. She had a better one.

“Lie down, Fluttershy. On the floor,” she growled lustfully, standing up as soon as Fluttershy stepped back.

“Yes, Mistress.” And she did so, unquestioningly, immediately, obediently, the mere sight of her following an order enough make the good mare’s cunt throb pleasantly.

Intent on following her, she slipped the other shoulder strap of her barely-holding-on dress off, and it was a simple matter to step out of it as it hit the floor. Now just as naked as Fluttershy, she all but pounced on the supine pegasus, accidentally hitting the edge of the tea tray as she did. Cups flew in a shower of liquid and tinkle of breaking china, but neither of them really noticed. The good mare was too busy kissing her way down Fluttershy’s neck and body, and the pegasus’ induced, hypnotic calm was finally starting to crack, her hips squirming, small, high-pitched squeaks and groans of pleasure issuing from her muzzle as arousal started to meld with obedience.

She started to speak, interrupting herself with every kiss she stopped to plant on the pegasus’ stretched out body.

“Fluttershy…”

A kiss, nuzzling the hollow of her neck, groaning herself as she felt the vibrations from Fluttershy’s moan.

“I have…”

Caressing the swell of her left breast, dragging her tongue through the short, silky fur, enjoying the way the pegasus squirmed underneath her.

“One more…”

Twirling her tongue over the pink peak of the nipple, her own nubs pulsing in sympathetic pleasure while Fluttershy arched her back, trying to push more of her tit into the good mare’s muzzle.

“Command for you.”

“Y-Yes…Mistress…?”

One final kiss, just below her belly button. She pulled back, admiring the slick snatch laid out below her. Fluttershy’s pussy was a thing of beauty, her petals pouting open just the slightest bit. From this angle, she could see her clit easily enough, the tiny red bulb clearly swollen with blood, and she was tempted to follow in Fluttershy’s footsteps. It would be so easy to just lean down, open her muzzle, and take her own turn to drink her fill of the pegasus’ juices…They – she – smelled sweet. Light, with a hint of fruit, like something you could imbibe for hours and never get tired of.

But – why settle for just Fluttershy’s pleasure, when she could have some of her own?

Grinning, she suddenly pivoted, swinging her legs around to intermingle with Fluttershy’s while she laid her back on the carpet. It took a bit of finesse, but eventually their legs were properly intertwined, running up, over and around the other’s. The unicorn bit her lip, groaning softly, feeling the heat radiating off of Fluttershy’s cunt and mixing with her own. Their pussies hovered, inches from one another, and even Fluttershy had more than a trace of greedy anticipation in her otherwise blank, glazed gaze as she stared down the length of her body.

“Scream for me, Fluttershy.”

She rolled her hips forward, and Fluttershy’s affirmation devolved into the very sound she’d been ordered to make, her dulcet, vibrant voice shaking the glass in the windows.

Their pussies kissed, and the good mare’s world instantly shrank to that single point; the searing, blazing inferno of pure bliss between her legs. She couldn’t have hoped to pace herself, and she didn’t even try, her voice joining Fluttershy’s in a lustful symphony as their hips bucked and writhed against one another. Their scissoring was rough, fast, and destined to be over quickly, but for her part, she was intent on wringing every last drop of pleasure she could before the inevitable occurred. Fluttershy seemed to be of a similar mind, her body twisting and undulating with every bit of desperate passion that the good mare felt, and from there it was a race to the finish.

Labia caressed, folds of flesh slipping and sliding over one another, producing muted, generalized spasms of pleasure up and down the spine. The true mindmelting bliss came when their hips twisted in just the right ways, or their petals folded in just the perfect direction to expose their secret, sacred flesh. Those ridges and valleys, exposed to places never meant for them, burned and sang with unimaginable ecstasy – even more so when they managed to rub over the short, thoroughly drenched fur of the mares’ thighs. On occasion, the rough, inner walls managed to touch each other, meetings that were always torturously brief but electrically stimulating, touches that never failed to coax another rapturous wail from the good mare and her lover.

Her toes curled, digging into the carpet. Wet, messy squelches echoed out as their cunts messily met, time and again, drops and streamers of prodigious femcum being flung in every direction. The thick, sticky fluid soaked into the carpet, not to mention their bodies, inundating the both of them with the smell of sex, a smell that might linger for days.

She could already feel it, a climax like a freight train barreling straight towards her, but she wasn’t quite ready yet. Huffing, gasping breaths puffing out of her muzzle, she thrust ever harder, slamming her pussy against Fluttershy’s and then simply holding it there. Bracing her arms on the carpet for leverage, she used what leverage she had with her own weak, shaking legs to pull the pegasus closer, keeping their slits together, femcum oozing out and mixing in great, saggy strings between their petals. Shuddering, she circled her hips without pulling them back, grinding her cunt passionately against the wet, heated pegasus pussy. After a long, raspy moan – her screams had been slightly too enthusiastic – Fluttershy reciprocated, and the good mare’s world came dangerously close to whiting out in a unrestrained sea of sexual gratification.

Persevering, whinnying with the effort of staying conscious, she arched her back off of the carpet. Twisting her hips in a mad corkscrew, she humped forward at the same time Fluttershy slumped, and bucked.

Their clits kissed.

For one timeless moment, the good mare felt an all-encompassing surge of bliss, emanating from her clitoris and spreading in an instant to every single nerve in her body.

Then the world exploded.

Fluttershy’s voice may have given out slightly, but she shrieked right alongside the good mare as they both tipped over the edge, simultaneous climaxes rocking their bodies. At least one of them squirted – the unicorn had no hope of knowing who, but she felt those forceful jets of femcum splattering and streaking over their joined crotches, and the feel of it was obscenely erotic enough to send even more ecstatic waves rushing through her already overstimulated cunt. Her brain simply switched off for a good minute, the entire range of her consciousness consisting of her hips randomly twitching, tiny, shocked moans tumbling out of her muzzle, and of course, every part of her body sizziling with white-hot pleasure.

Eventually, it ended. She came back to herself, cuddled up with Fluttershy, with absolutely no idea of how she got there or how much time had passed. Judging from the still wet, sticky mess coating their thighs and a good chunk of their bodies, however, it hadn’t been long. Fluttershy was still lying more or less ramrod straight, and the unicorn was nestled up against her. Her legs were looped around Fluttershy’s waist, wet, dripping pussy dangerously close to rubbing the fur of her belly, and her head was nuzzled against the pegasus’ breasts. Suppressing a yawn, the good mare knew she didn’t have long before sleep took her.

“Fluttershy…”

“Yes, Mistress.”

“Cuddle with me.”

“Yes, Mistress.”

Fluttershy relaxed into a more natural position, one arm sliding underneath the unicorn, the other slipping across her chest. Loosely cupping one of the good mare’s own tits, the pegasus half-turned, angling her muzzle down to rest against the unicorn’s mussed hair while she drew her into a tight semi-embrace. They might have been more comfortable on Fluttershy’s bed, or even her couch, but the good mare couldn’t even contemplate moving right now. She was, completely and utterly, spent, slipping towards slumber at an astonishing rate. Where her Mistress was, what had happened, and how she would continue onwards all seemed like tiny, inconsequential matters next to a well-deserved nap.

But there was one thing she absolutely needed to know.

“Fluttershy,” she murmured sleepily, eyes closing, sleep already fogging the edges of her brain. “Where did you learn to eat pussy like that? To fuck like that?”

A moment’s silence.

“…Rainbow Dash and I are friends with benefits, Mistress.”

The good mare was asleep before her brain could finish processing this most unexpected of responses.

Author's Note

I hope you enjoyed this second chapter of My Little Harem - Hypnosis is Magic! It was certainly a lot of fun to work on for my part. ^.^

I wanted to add a quick little update for those who are following this story in regards to its tentative schedule. I do have quite a few other projects I'm working on, but this story has never quite left my brain since I started it...I'm looking at hopefully uploading at least one chapter a month. It's a bit of a slow pace, I know, and I'm not ruling out working on this story more than once a month, but with everything else I'm currently writing - not to mention the things I want to write - I'd be setting myself up for failure if I committed to anything faster. I can only hope the quality of the story makes up for it!

Thanks for reading, and I'll see you in Chapter 3!

P.S. - I feel a bit bad about the slow schedule, so to make up for it, here's a hint about the next chapter... Game over, man! Game over!

Chapter III - A Battle of Wills

Part III – A Battle of Wills

The deposed queen stole through the forest, the ever-present hatred boiling in her heart doing far more than her ragged, threadbare cloak in keeping her warm.

It had been months since the wretched ponies had toppled her, and sent her weak and shivering into exile. Months since she’d properly fed, the erstwhile royal surviving on the dregs of love and affection she could siphon through cracked windows or open doors, even the occasional canoodling couple fooling around on the side of the road. This deep in the Everfree, however, she was the only living being around; even the few animals that wandered into the dark reaches of the forest took one look at the wrathful changeling and decided they had better places to be. Occasionally she saw a rabbit, or a bird, flitting by. When she could, she zapped them cruelly with her magic, a sadistic smirk twisting her lips at their pained cries.

Every time she did, she imagined another pony, writhing under her hoof. The arrogant Sun Princess, mewling in pain, was a favorite. So was the Princess of Love, the one whose form she’d originally stolen – it was a great pleasure to imagine Cadance bent and broken, kneeling in front of her, understanding her proper place at last. Others flitted by in her imaginings; the stupid sheep who had wielded the Elements against her…Shining Armor, of course – she couldn’t wait to have him underneath her again…but all of those were sideshows.

It was the Sparkle pony she hated most of all, and it was the Sparkle pony whose insipid, taunting smile kept recurring. In her nightmares, in her waking hours, that incessantly insouciant imbecile and her constant preaching of friendship this and friendship that bedeviled her. Echoed in her head, chasing thoughts of revenge in endless circles that threatened to drive her mad. Equally, though, they were her only real sustenance during the hard times she’d fallen on. Hate was a bitter fruit, but it was better than starvation.

Chrysalis was wearing the pseudo-pony form she often assumed when dealing with those neighing nuisances, and not much else, save her cloak. Mostly nude, she strode through the forest, tall and imperious, still carrying a regal bearing despite her sorry circumstances. Everything about her form, mutable as it was, had been engineered over her many meetings with ponykind so that, even in this detestable guise, she could lord her superiority over them. Tall enough to have to duck under many branches (or would, if she didn’t swat them contemptuously aside with her magic), she would tower over most of the ponies she’d ever met. The Princesses might come close to her majestic height, but that was a problem easily solved with some redistributed mass.

Her curves were soft, elegant, impossible. Legs that seemingly continued for miles melted seamlessly into a trim waist and trimmer stomach, only the slightest hint of pudge showing around her edges – she had learned, more than once, that ponies liked to have a little “cushion for the pushin,” to put it in their vulgar vernacular. Inky-black fur, dark enough that it even seemed to absorb the shafts of moonlight she occasionally passed through, adorned her entire body. Her chest was simply marvelous, breasts like earthworks that she had sculpted and crafted to her exacting standards of perfection. She knew any pony she met would envy them; drool over them, even, obsessed with physical beauty as they were. They were impossibly round and impossibly perky, protected from the ravages of gravity and time by both her changeling nature and the magic she’d used to make them. She carried their weight easily, spine and back unbent by their weight despite both being, at the very least, triple handfuls.

Her more changeling-esque features – the gossamer-thin wings, the jagged horn, the constellation of holes adorning her legs – she could have perfected, of course. Could have brought everything in line with a pony-centric view of perfection, but why? Why would she ever bow to their primacy? This form was simply to mock them, to show them that even when she assumed it, she was unbothered – she was proud – of her changeling heritage. And in any case, she felt that those little touches made her look even better to ponies. She was different – exotic – forbidden, dangerous. When she went among them in this form, she could feel their lust for her, even the ones who fought and dogged her at every turn.

Brushing a strand of teal hair away from her face, Chrysalis paused in her musings long enough to look around, narrowing her sickly green eyes. There weren’t many distinguishing landmarks in this part of the Everfree, but she wasn’t looking for a particular tree or stump. Her horn glowed momentarily, a bright jade glow that threw her surroundings into stark relief before fading – except for a thin, indistinct line, hovering just above the ground. Chrysalis nodded, keeping the line in front of her and continuing to follow it.

She had been wandering, bereft of anything but a formless desire for revenge, when she had discovered this trail. At its head, where she had found it, it had been decayed nearly to nothingness, a tiny shimmer next to a disturbed plot of earth, as if something had been dug up. But even that minuscule trace had had a power to it, a power she’d rarely felt – magic that spoke of control, of authority, of dominance. Three areas that she happened to excel in. Lacking any plans, or any real way to fulfill her vengeance on the ponies who’d taken everything from her, Chrysalis had begun to follow the trail. It grew stronger as she traced it, and after three days, she had a feeling she was getting close to something. A clue, perhaps, some leaving of the person or thing that was emitting this power…

…or something else entirely, she thought, coming to a stop as she stepped into a small, secluded meadow.

A wagon sat in the middle of the clearing. The trace of power led straight to its doorstep, but even if it hadn’t, Chrysalis could feel more of the same magic radiating from within. This was her destination. Whatever she’d been tracking was inside, and soon, it was going to be all hers. Her deepest desire was for whatever it was to be something she could use to cause the Sparkle pony’s downfall; but at this point, if she were completely honest with herself, she would settle for it being something she could use to get a decent meal at last.

The wagon was purple, trimmed in cream. By her standards it was positively tiny, but she supposed it would be plenty of room for a small, rigid pony, stuck in one form as they always were. The wheels were blue; she thought the roof might be as well, but it was difficult to tell in the dark, and after a moment her attention wandered to much more important things. She could see the door from here, plain, wooden, unadorned, but she didn’t want to use it if she didn’t have to. The frontal approach was often the worst. Better to sneak – to slip and slide amongst the shadows, unnoticed, until she was ready to strike. That had ever been her way.

Chrysalis circled the wagon, keeping her distance, flitting around the edge of the trees as she looked for another way into the mobile home. To her dismay, there didn’t seem to be one. There were windows, but she could see a shadow moving along both of them – whoever was in there was too close to risk it. She’d likely be spotted instantly if she tried to creep inside that way. The door was on the opposite side of the wagon from the windows, but it was still chancy at best.

She couldn’t see inside, couldn’t know how the wagon was laid out – for all she was aware, the pony inside could see the front door from every angle and any attempt to sneak inside was pointless. Blowing out an annoyed breath, Chrysalis rolled her eyes. This much trepidation wasn’t like her, but she was still on edge, reeling from so many unexpected defeats in such a short – to her, anyways – period of time.

Damn those ponies…

At the end of the day, she was still a changeling. Even if she hadn’t also been the rightful Queen of the Hive, she was more than a match for any weakling pony who got in her way. The power she had been following, that might be something to be wary of…but ponies were stupid, lazy things, and this one probably didn’t even know what he or she had. She had nothing to worry about. None of those wretched Elements were here, and there was definitely no sign of either of the ponies’ precious Princesses. Haughty, arrogant bitches, the both of them, but powerful enough that Chrysalis was leery of taking them in a straight-on fight. The unsuspecting pony shut up in this wagon, however…

She snuck up to the front door, moving softly, slowly, taking care not to disturb the grass too much. Her hooves slid through the grass, whisper-quiet, barely moving the blades of grass in their path. Gently, she stepped onto the first step. Then the second. Then the third, freezing when she heard a tiny, shrill creeeee-

Her hoof moved minutely to the left, and the creak died off. Waiting a moment longer, Chrysalis felt her heart beating a little faster, and once again cursed the ponies for this newfound timidity she was having to deal with.

The door was right in front of her now. She laid a hand on the knob, trying it experimentally, and of course it barely turned. At least this pony was smart enough to lock her door, if not smart enough to park her wagon somewhere a little less secluded…

Chrysalis’ horn lit briefly with magic. She didn’t need it to shapeshift – indeed, her index finger was already beginning to stretch itself into taffy-like thinness – but she did need it to harden her skin, briefly. Digit sharpening itself to a point, she slid it into the keyhole, tongue poking out of her muzzle with concentration. She could feel the grooves and pins of the lock, and laboriously, one by one, she duplicated them with her powers, feeling her toughened skin settle little by little into the pattern. A little bit more, one more pin to match and –

snick

The lock let go, and Chrysalis grinned.

She eased the door open enough to peer inside, and was met with a stroke of luck – there was a small foyer-like area, with a curtain dividing it from the rest of the wagon. Smiling more widely, she slipped past the door, shutting it ever-so-quietly behind her. Except for the click of the latch falling back into place. She couldn’t do anything about that.

“What was that?”

If Chrysalis were a lowly, vulgar pony, she might have sworn. Instead she kept her lips pressed tightly together, barely daring to breath, muscles tensing wire-tight for her unknown host to come swishing through the curtain. She’d have to take her down quickly, do her best not to give them a chance to fight back, whoever they were. Her horn started to glow again, and she drew back against the wall, trying to blend in with the shadows, giving herself every possible advantage.

“Not you,” the pony said, obviously speaking to someone else. Chrysalis didn’t know nor care who, but if there were two ponies instead of just one, her job had doubled in difficulty. “There was something…”

The voice trailed off. Chrysalis listened as hard as she could, unable to fully halt the rising tide of anxious nervousness in her breast and hating herself – not to mention the pony on the other side of the curtain – for it. Odd. She only heard one pony breathing. There was a rustle, and she heard the muted clop of hooves on wood…but only two of them. Either her company was standing perfectly still, taking the shallowest of breaths to remain conscious, or – hmm. Perhaps she was communicating from afar with someone else.

“It was nothing,” her unseen company said, and Chrysalis let out a breath she hadn’t been entirely aware she had been holding. Sidling along the wall, she pulled the curtain back the tiniest bit, getting her first good look at the owner of the wagon as well as the room beyond.

The pony was no one she knew, or at least, knew well. There was a vague tickle of memory as she watched the blue-furred female turn from what appeared to be a worktable in order to stir a bubbling cauldron, but Chrysalis couldn’t quite place her. It didn’t matter in any case, since she was the only obstacle standing in between her and her goal – whatever source of power she had dug up in the forest.

The room itself wasn’t such of a much – besides the worktable and cauldron, it was sparse. One wall held a bed and a bookcase that were of absolutely no interest to her, and the remainder of the contents were equally unimpressive. Magical trinkets lay scattered about in various states of repair, all of them barely better than toys, really. Despite the need to be quiet, Chrysalis couldn’t hold back a tiny, self-important sniff of contempt. If this was all this pony had to offer, this was going to be even easier than she had imagined.

Her target was half-turned away from the door, stirring the cauldron with her magic, both hands set on the rim. It was the perfect opportunity, and Chrysalis seized it. Little tendrils of magic, solid and ghostly green, wriggled from her fingers, spilling down her legs and across the floor. They snaked quickly across the wooden boards, covering the space between her and the pony in seconds. Shooting underneath the table, the tendrils split in two, forming loose loops around the unaware pony’s hooves.

Chrysalis readied herself.

“When Fluttershy comes back with the tea, we will begin,” the pony said, and it was a good thing she was already ready, because the mere mention of that hated name – one of the Elements, just below the Sparkle pony on her personal hit list – made her fingers twitch, and her magic sprang into motion.

“Use the spoon to – AH!”

Chrysalis’ magic tendrils reared up, snapping themselves taut and tightening the loops around the pony’s hooves. On their way up, they sent the table flying. It crashed to the ground heavily, glass tinkling prettily as it broke and sent the light from the candles places strategically around the wagon bouncing around in dazzling constellations. The pony yelped again, letting go of the cauldron’s rim as she stumbled backwards following a forceful snap from the ensnaring tendrils. The cauldron rocked heavily along with her, but it at least managed to stay upright. Its owner wasn’t so lucky; with her off balance, it was a simply matter for Chrysalis to flick her hand upwards, and suddenly the pony was dangling upside in midair, hung by her hooves, fingers dragging across the floor as she swayed uselessly.

Laughing cruelly, both at her victory and the absurdity of the pony’s cape draping itself around her face, Chrysalis threw the curtain back and strode out in the room. Her captive, struggling with her cape, managed to toss it free of her face, looking around wildly for whoever had done this to her. Her eyes settled on Chrysalis, bulging with both disbelief and, if the changeling queen was any judge, more than a little fear. That was as it should be, she thought, preening internally. The day she came across a pony who wasn’t afraid of her would be the day she was buried.

“You,” the pony snarled, doing a half-decent job of covering her fear with anger. “What are you doing here? Back for another failed attempt to conquer Equestria?”

Chrysalis ignored the jibe with some difficulty. It was made only a little easier by the tickle of curiosity rising in her mind as she regarded the blue-furred pony, curiosity mixed with the faintest feeling that she did, after all, know her. She was well-formed, by their standards, Chrysalis admitted to herself grudgingly. Tall but slim, she was very subtly curved – there was barely a scrap of extra flesh on her, and even Chrysalis’ keen eyes could barely see the divots where her body turned first inwards and then outwards. Toned, she thought the word was that ponies used.

The pony was just barely this side of attractive to her – in truth, she could barely stomach to look at most ponies anyways, with their solid forms and equally rigid brains. The ones she normally went after, though, they were considered paragons of beauty to their fellows, ponies like Celestia, Luna, even (she hated to admit it) the Sparkle bitch. As Chrysalis walked around this pony in an appraising circle, racking her memory for where she could have known her, it was clear she didn’t fit into that category. Her chest was small, small enough that even a normal pony’s hand could comfortably cup an entire breast; Chrysalis’ would completely dwarf them. Her backside was practically flat, nothing like Chrysalis’ proudly puffed-out rear. She certainly wasn’t a pony that the changeling would have taken love from…or at least not one she would have particularly enjoyed.

Still, she thought as she completed her circuit, staring into the pony’s dark violet eyes, there was something about her that was just so familiar…

“Don’t I know you?” Chrysalis asked abruptly.

“What?” The pony seemed caught off-guard by the question, and Chrysalis rolled her eyes.

“I said, don’t I know you?” She repeated, slower this time for her captive’s benefit. “You seem…familiar. Just barely. Are you one of that Sparkle pony’s retinue?”

“An Element of Harmony?” The question took on an incredulous tone, and Chrysalis just shrugged, not knowing what other background pony might have stuck in her mind. “You can’t be…you don’t remember?”

“Remember what?”

“I came to your kingdom,” she spat, venom in her voice. “Six or…or seven months ago, it was. When you were engaged in your latest ridiculous plot. When you had a little band of intruders into your castle.”

She smirked. Chrysalis narrowed her eyes.

“When your throne was destroyed.”

Chrysalis bit back a snarl as the memory finally clicked into place. Of course – this pony had been among the band of interlopers, one of the cogs that had helped Starlight Glimmer (how she hated these ponies’ ridiculous names) and Thorax, the traitor, into a position to deprive her of one of her most powerful assets. Glimmer was on her list as well; the only reason Sparkle placed higher was because, without that first, disastrous defeat, there would have been no opportunity for Glimmer to defy her as she had done. Thorax too, but he could wait – once she had Equestria well in hand, there would be time and opportunity enough to return to her former dominion and make it hers once again.

This one, though…she’d simply been a distraction. A bump in the road, but one that had distracted her just long enough for Glimmer and Thorax to slip their knives into her back. She’d never met her directly, but nothing went on in her castle without her knowledge. The pony was some sort of stage magician, and she’d used her pathetic tricks and traps – including no small amount of smoke bombs – to ease the intruders’ path to her throne room. There was only one piece of the puzzle still missing.

“What’s your name?” Chrysalis asked, her voice lowering to a dangerous purr.

The pony just glared at her. Then her eyes flicked to the side, as if concentrating, and her horn began to glow, a pale pinkish-purple color. Grinning sadistically, Chrysalis countered that – not with her own magic, but something far more primal. Stepping forward in a flash, she reached downwards and closed her hand around the pony’s throat, long, ragged nails resting on the vulnerable flesh of her neck. The changeling squeezed, enough to make the pony gag slightly, enough to make her point.

“One wrong move, and I open your throat,” Chrysalis said, very softly. “Dispel it.”

Hate boiling in her eyes, the pony did so.

“There’s a good girl,” Chrysalis cooed, condescendingly, stroking a hand through the pony’s admittedly quite pretty hair – light blue, thin almost to the point of stringiness, it floated around her head in a diffuse cloud. She relaxed her grip on the pony’s throat just minutely enough to let her talk. “Now, then. Tell me your name.”

“Trixie,” the pony muttered, defeat mixing with seething anger as she spoke.

“There, that wasn’t so hard, now was it?” Chrysalis tilted her head, making a show of looking around the otherwise deserted wagon. “Where are you friends, hm? Do I have any of your fellow traitors to worry about?”

“The Great and Powerful Trixie has no need for friends,” Trixie growled, and the way she said it made it clear it wasn’t the first time she had declared such.

“You’d be hard pressed to find them, with that much arrogance,” Chrysalis observed dryly, before shrugging again. “Though I would say you’re on the right track, at least, little pony. Friends are a weakness. But you did have some, not too long ago. What did you do to them? Where’s your oh-so-precious leader, hm? Starlight Glimmer?”

“Gone!” Trixie all but hurled the word at her, continuing on in a hateful, triggered rant. “Gone for months, all of them, and good riddance! Trixie hasn’t seen Starlight Glimmer and she doesn’t want to! She doesn’t even want to hear that ungrateful bitch’s name!”

“Aren’t we feisty,” Chrysalis murmured, raising an eyebrow. She didn’t know what had gone on between Trixie and Glimmer and didn’t much care, but it was good to know all the same; their falling out meant Chrysalis had Trixie all to herself. There wouldn’t be anyone coming to her rescue. She squatted, bring her face more or less level with Trixie’s upside-down gaze. “Feisty or not, though, you’ve got something I want.”

“Trixie will give you noth – “

“Yes, yes, you’ll resist me to the end of your strength, blah and blah and what a waste of time,” Chrysalis broke in, waving her hand disinterestedly. There might be things more boring to her than ponies pontificating, but right now she couldn’t honestly think of any. “Save it for someone who care. Right now, the only thing I need you to tell me is what you unburied from the forest.”

Trixie just glared at her, silently. Chrysalis had been expecting that, so she wasn’t too put out of countenance by it. Sighing, she contemplated just ending the troublesome pony right then and there. It would be simplicity itself, just to draw her talon-like nails across her throat and let the lifeblood spill. Or perhaps more satisfying, tightening her grip until Trixie stopped flailing…but no. She might be useful, for a few things. A meal, for one. She might be akin to a stick-figure, but that attitude of hers promised some truly athletic times to be had in the bedroom – especially coupled with the bright flame of her anger and her hate. And second of all, Chrysalis didn’t much feel like grubbing through Trixie’s things to find what she’d dug up.

“Have it your way,” she said with a sigh. Tracing her fingers around Trixie’s neck, she replaced her hand with a thin, flexible loop of magic. It lay taut across the pony’s throat, and Chrysalis grinned as the pony swallowed, feeling how little room she had to work with, how easy it would be for the changeling queen to tighten the thread and choke off her breath. Pinching it between her fingers, Chrysalis stood back and straightened, playing out the magical line and forming what amounted to a collar around Trixie’s neck.

“You could have done this the easy way,” she said severely, tugging the leash and wearing a nasty smile as Trixie gagged. “But I might have figured you’d be stubborn. All ponies are. Fighting back even when they should give up, when it’s clear their betters have bested them. Just like that Sparkle pony – “

“Do not compare Trixie to that harlot!”

Trixie rasped the words out, having the temerity to try and command the changeling queen even with a noose around her neck. Chrysalis considered punishing her for that, tightening the magic even further, leaving the obstreperous pony with less and less breath to work with…she could hear the sounds of Trixie choking, spluttering in her head even now, and it was beautiful. A symphony of suffocation, one might call it, she thought with a dreamy little smile starting to spread across her muzzle.

A muted pop broke into her daydream. She moved her head, looking past Trixie to the still-bubbling cauldron. It glowed brightly, casting a brilliant pink light around the wagon, and as Chrysalis approached, another bubble rose to the surface and popped. She leaned over the cauldron, taking a small, cautious whiff. Lavender, she’d guess for taste…mandrake and valerian twined in there as well, sickly-sweet and sour taking turns assaulting her nostrils. That single scent was enough to tell her the potion was most definitely mind-altering in some fashion. Best to stay away – of course she was strong-willed enough to shrug off any pony’s weak brew, but why take chances?

“It’s Trixie’s own special brew.”

“I don’t particularly care,” Chrysalis said, looking up from the simmering pink surface. “I’m much more interested in whatever source of power you found, rooting around in the Everfree.”

“Nothing you’ll ever get your hands on,” Trixie said, and for the life of her Chrysalis couldn’t understand the self-satisfied smile on her muzzle, or the smug notes creeping into her voice. She had managed to turn herself, facing her captor, though she had at least still been smart enough not to try any magic while Chrysalis’ back had been momentarily turned. “It wouldn’t work for you, anyway. You might wear the horn, but you’re not a true unicorn.”

“I wouldn’t want to be,” Chrysalis snapped, trying to ignore the sudden sinking in her gut. If the thing she’d been tracking so diligently only worked for ponies… “What makes you think I couldn’t work it, in any case? I’ve fooled the so-called Princesses themselves with my disguises – I’m sure whatever trinket you’ve found would be simple to hoodwink.”

“This is old magic,” Trixie sneered, her lip curling, and Chrysalis could no longer stop herself, beginning to pull on the leash even as Trixie continued to talk. “It can’t be fooled by cheap – grrk!”

She was cut off, suddenly struggling to breath, her hands scrabbling uselessly at the tight loop of magic cutting into her airway. Chrysalis advanced on her, snarling, all pretense of sophistication dropped.

“I am so sick of ponies,” she grated, stepping closer to the strangling Trixie. “Sick of the arrogance! Sick of the superiority! Your stupid, whining voice, your mewling about friendship and equality, your insistence on defying me at every turn!”

Trixie’s face was turning purple under her fur, but Chrysalis barely noticed, too consumed in her rage.

“I was Queen! I had a hive that obeyed my every order and was happy to do it – more than! They were made to be commanded by me. I had Shining Armor in the palm of my hand, I had the Crystal Kingdom, I had Equestria – and then you ponies ruined it! Every time, every plan, everywhere I go it’s nothing but ponies, ponies, endless, infernal, thrice-damned PONIES!”

She stopped suddenly, catching her breath, controlling her temper with an effort. The potion behind her boiled harder, more vigorously, as if sympathetic to her wrath. Noticing Trixie slowly expiring in front of her, she grunted softly, giving the leash just enough slack to let the pony draw in a lifesaving breath. Gasping, her hands went to her throat, massaging it, trying to draw in more of that precious breath.

“Something…you should know,” Trixie wheezed, barely audible. “About Trixie’s potion…”

“I’m not interested,” Chrysalis muttered, turning around, giving herself another moment to calm down.

“If she doesn’t stir it often enough…”

The largest bubble yet rose to the surface, rode around on the currents of the potion, popped with a dull, flat crack. Chrysalis’ eyebrow raised.

“…it tends to explode.”

It did just that, before Chrysalis could react.

An even bigger bubble heralded the explosion, and it did more than just pop. It detonated, taking a large part of the potion with it. Chrysalis flinched as a tidal wave of pink goop flew the air, soaking her from the waist up; in her complete and total shock, her muzzle had fallen open, and quite a bit of the potion landed in her mouth. From there, a reflexive swallow ensured the damage was done – she began to gag and cough, spitting out the offending mixture, but she could feel some of it sliding down her throat. It was hot to the point of burning, but the little blisters it left behind were nothing compared to the cold chill that suffused her body as she realized what had happened.

Despite her earlier self-confidence, Chrysalis couldn’t deny the rising tide of fear in her chest. The potion was unknown, Trixie’s own personal mix, she had said – and, compounding the danger, it was dangerously concentrated, straight from the source. And she could already tell it was dangerous from the way it tasted – sweet, silky, seductive. It was an elixir poured down her throat, conjuring up thoughts of honey and ambrosia and everything and anything delicious in between. She felt her mouth, still contaminated, start to flood with saliva. Her tongue poked thoughtlessly out, swiping over her lips, searching for any stray drops that might still linger so that she could –

No!

Chrysalis slapped herself across the face, and stumbled, rocked back on her heels. Her other hand, the one holding Trixie’s leash, flexed spasmodically, and from behind her she heard a heavy thump and undignified groan. That mattered less to her now, though, the changeling bending over at the waist, hands settling onto her knees. Hacking and retching, she did her best to rid herself of the concoction, but she knew her efforts weren’t going to amount to much. She could feel it, a warm, uneasily attractive weight settling into her stomach. The edges of her vision were beginning to waver, causing her eyes to jerk back and forth wildly, looking for movement that wasn’t there.

This wasn’t right. No potion should be this powerful, or act this quickly. Certainly not on a changeling, a queen like hers –

“Bet you wish you’d paid attention now, don’t you, bitch?”

Chrysalis turned her head, eyes narrowing. Trixie had struggled to one elbow, propping herself up, grinning with naked triumph even as she panted for breath. The pony had been spared the worst of the mess by Chrysalis involuntarily body-blocking the explosion, but quite a bit had still managed to land on her face – her hair – her chest.

The changeling queen’s gaze stuttered to a stop as it ran over Trixie’s chest. Scant minutes ago, they’d been an object of mockery. Now, with their fur mussed, streaks and drips of the pink potion soaking into the perfectly perky globes, they were…mouth-watering. Literally – Chrysalis felt her lips part, felt saliva pooling underneath her tongue as she stared, enraptured. She’d thought before she could close her hand completely over one of Trixie’s tits – now she desperately wanted to test her theory. She could see it happening, her fingers gripping, caressing, causing the soft, silky flesh to distend and jiggle in the most wonderful ways…and in the meantime, her head could come down to the other, unoccupied breast. Blow a breath over the stiffening, dark blue nipple, making it quiver in anticipation. Hear Trixie’s shuddering moan as she sealed her lips over the tiny nub, tongue flickering out, lapping up the potion and over the nipple in equal measure while the unicorn’s fingers twined through her hair, telling her she was a good girl, a good mare, a good pet…

“See something you like, slut?”

Trixie’s acrid, amorous words snapped Chrysalis out of her daze. As she snapped her head back up to meet the unicorn’s eyes, now filled with gloating mirth, she realized with horror she’d just been fantasizing about a pony. Worse than that…

…she’d been fantasizing about servicing her.

“What did you do to me?” She tried, but couldn’t quite keep a note of shrill fear out of her voice, and judging by the way Trixie’s smirk widened, she had heard it too.

“Trixie told you, Queen Chrysalis,” and a flush of anger ran through the changeling at the mocking twist put upon her title; anger made worse by the thin thread of arousal running through it. Chrysalis felt streamers of the potion dripping off the shelf of her breasts. She tried to pretend she couldn’t feel the way her own nipples were hardening as it happened. “It’s her own special brew. And it has very special effects…especially on weak-willed little sluts like you.”

“What did you just say to me?” Chrysalis was on her feet in an instant, and now her towering rage was enough to, at least momentarily, extinguish the smoldering fire of arousal inside of her. Her horn lit green, and she took a step towards the downed unicorn, intending to teach her some manners. Eyes burning with changeling magic, she began to reach down –

and froze as Trixie, far from readying herself for an attack, instead reached languidly to one dripping, tantalizing breast. She stroked a finger through the fur, and just seeing the slow, languorous movement of that digit through the silky blue strands…imagining what it might feel like to do the same…it was enough to make Chrysalis shudder, an involuntary, needy groan escaping her lips. Trixie’s grin widened.

“See what Trixie means?”

The unicorn dragged a finger through a particularly wide track of potion, gathering plenty on its tip. She brought it to her mouth, popping it past her lips and sucking in a completely indecent way. Her eyelashes fluttered as she half-lidded her eyes, muffled moans slipping past the finger plugging her muzzle as she cleaned it. Chrysalis whined, low in her throat. Her thighs rubbed together of their own accord, and she was horrified to feel how slick they were, and not just with the accursed unicorn’s mind-melting concoction.

“Trixie tested it on herself, of course,” the unicorn explained smugly as she finished sucking her finger dry – finished taunting Chrysalis. “She’s built up something of a resistance, but not an immunity. Soon we’ll both be wet…”

Trixie circled a nipple with her finger. Chrysalis’ eyes were helplessly drawn to the sight.

“…and dripping…”

The unicorn trailed her hand lower, caressing the underside of her breast, scratching softly across her trim stomach. The changeling let out a sound she’d never heard from her own mouth before – a whimper, small, soft, and wanting.

“…and needy…”

Lower still, and Trixie’s hand disappeared between her thighs. The angle was bad, and Chrysalis couldn’t see exactly what she did…but she could hear it. A single, wet whisper floated up from the juncture of Trixie’s legs, and when her hand reappeared, the tips of her fingers were glistening with warm, fragrant lust. The scent, rich with sex, heavy with allure, drifted up to Chrysalis’ nostrils, and she inhaled without thinking, groaning as her eyes crossed and she felt her thighs dampen even further.

“…but only one of us will be begging for it. Like the submissive slut that she is.”

“N…no,” Chrysalis said, and it was a whisper instead of a shout, but she took heart in it all the same. The potion was definitely beginning to cloud her mind now, not to mention her eyes; the room was swimming in front of her, Trixie’s hatefully smug face wavering like a bad dream. She suddenly forgot all about the power source she’d been tracking, her dreams of revenge, even her burning hatred for all of ponykind. It all took a backseat to one overriding urge; she had to get out of here, and now. If she could just escape the wagon, put some distance between her and this wily witch, she could recuperate. Gather her wits. Try again another day.

Her eyes flicked up to the curtain blocking the door, and she took a single, shaky step.

“Thinking about leaving, my Queen?”

“Don’t you mock me,” Chrysalis said, intending for a snarl and getting an angry slur instead. She stumbled forward, drawing nearly level with Trixie, and she wasn’t so far gone not to think about kicking the unicorn in the face while she was done. But she thought if she tried, she might end up collapsing right alongside her, so instead she skirted the fallen unicorn, barely noticing as Trixie rolled onto her stomach, reaching behind her back. Chrysalis faintly, through the fog of her arousal, heard the sound of shuffling fabric, as if Trixie was looking for something.

“Not so fast, slut.”

Poompf!

The air was suddenly thick with blinding, choking smoke, and Chrysalis coughed heavily as it snuck into her lungs. Reeling, she miraculously managed to stay upright, tears springing to her eyes as the smoke stung at them. She lost her footing, and her sense of space, flailing wildly to the right and not managing to come to a stop until she bumped into what she could only assume was a wall. Chrysalis leaned against it heavily, her coughing slowly trailing off – the smoke was irritating only for a moment, when its thickness was at a zenith. It was already beginning to thin out enough to allow easy breathing, but the haze it cast over the room was another matter entirely. Chrysalis couldn’t see a foot in front of her, let alone the way to the door.

Blinking rapidly, wiping at her reddened, irritated eyes, she could only look around helplessly, wondering how the situation had spiraled so far out her control so quickly. But then, it always does with ponies, a traitor voice whispered deep in her mind. Did you expect this time to be any different?

She thrust that voice, and those thoughts, away. Self-recrimination was the last thing she needed at the moment.

“How are you feeling, Chrysalis?”

Trixie’s voice, ringing through the smoke. Glib, cheerful, made breathy with arousal. Even through the lustful threads infusing it, though, Chrysalis could hear how the unicorn was taunting her. She bared her teeth, hissing underneath her breath.

“Pent up? Aroused? Trixie dares to say…horny?”

Chrysalis didn’t bother to answer. She started to feel along the wall, picking a direction blindly, hoping it would lead her to the entryway.

“It’d be so much easier if you just gave into it, you know. Let the potion flood your mind. You’re not safe just because you spit it out, you know…it can be absorbed through the skin.”

She didn’t react, even though she felt a thrill of horror run through her heart, because there was still quite a bit of potion soaking into her body – everywhere from her chest to her calves, it seemed.

“No? Not quite ready to admit defeat? Become the slut you were destined to be? That’s fine, Queen. We’ve got all night. Though all of this smoke does make it difficult to see…”

Chrysalis did not like the teasing, conspiratorial note in Trixie’s voice. She didn’t like it at all.

“Luckily, Trixie has just the spell to help with that.”

There was a snapping sound – Trixie’s fingers, perhaps – and suddenly the smoke was alive with color. Tiny sparkles burst before her eyes, dazzling them further. Little firecrackers in every color of the rainbow popped into brilliant relief before fading just as quickly, only to be replaced in the next second by another, and another, and on and on in an endless procession. At first, the colors were so bright, they nearly hurt; Chrysalis flinched away from the first few flares, sliding further along the wall, one hand desperately groping for some sign that she was getting close to the door.

But as the lights continued to flash, it seemed as though they got a little easier to look at. They were soothing, in their own way. The patterns drew her in, her eyes flickering back and forth between tiny bursts of light in quick, furtive movements. Were there patterns? Chrysalis thought so, but she couldn’t quite pin them down. Red, blue, green…orange? No; the next light flashed purple, then back to red again – and she thought, surely now blue was coming, surely she’d worked out that much of the pattern. But no, the next flash was green, and the realization that she’d gotten it wrong somehow didn’t spark annoyance, or frustration, or even irritation.

Instead it made her giggle.

A part – a small part, an increasingly sluggish part – hated the sound as soon as it left her lips. A much larger part of her, spurred on the concoction she had unwillingly imbibed, loved it. It was high-pitched, eminently feminine and just as empty-headed. There wasn’t any intelligence behind that laughter, cruel, capricious or otherwise – it was mirth bereft of purpose, just a dumb slut laughing at herself for being too stupid to figure out the pattern of the flashing lights. Chrysalis bit her lip, determination flaring up in her. Not a sudden, reawakened desire to get to the door, no – that was being buried by the second underneath an avalanche of lust.

She was suddenly, utterly fixated on solving the riddle of the lights. Narrowing her eyes didn’t help – it actually just made it harder to see the breadth of the colors. Chrysalis let her eyes open wide, unnoticing as her muzzle drooped open as well, tongue poking out in a caricature of concentration. A thin, silver line of drool, sparkling underneath the pretty lights, collected at the corner of her mouth and started to run down her chin. The enraptured changeling was too busy staring at the shimmering smoke to care.

Her body started to sway unconsciously from side to side. Light poured through pupils that had dilated so much they took up nearly half of her green irises. Despite the attention she had focused on the lights, one sensation started to worm its way through her fixation – possibly only because it seemed connected to the brilliant flashes. Her body was pulsing…her pussy was pulsing. Her nipples were throbbing. A wet core of heat, buried somewhere in her stomach, beat in time with the lights, and she groaned underneath her breath, feeling the quicksand-like pleasure pulling her mind down deeper – deeper – deeper.

Red, yellow, orange – oh her cunt was on fire, burning traceries of lust tracking their way down her thighs as she dripped and ran all over the floor.

Blue, green, purple – her free hand had somehow made it up to her chest, Chrysalis couldn’t remember how, but she certainly felt it when that hand pinched and tugged and rolled her nipple between two fingers, triggering a wave of ecstasy so powerful it felt like a orgasm in miniature, a rush of her femcum soaking her thighs and pattering audibly across the floorboards.

Gold, brown, white – a white so bright, so blindingly resplendent, that it felt like it was burning away Chrysalis’ mind, leaving behind only pure, mindless rapture. She bathed in it, wallowed in it, dipped her muzzle in it like a person dying of thirst and lapped at liquid sex and bliss as if she’d die without it. The white light blinked away, but remained in what was left of her brain, scorching her, the smell of smoke from her charring thoughts and individuality reaching her nostrils, and it was so good and so painful at the same time and she was so close so close so close –

Chrysalis yelped in pain, the sudden stimulation causing her to stumble away from the wall. Her hand, flailing weakly in search of a door she was no longer entirely sure she wanted to find, had run into a candle instead. She’d singed the tip of her finger, and that bright spark of pain, the changeling realized with mounting panic, was all that had saved her. There had been an edge, and she’d come so close to pitching over it that – Chrysalis refused to entertain that thought further. With a tremendous force of will, she shuttered her eyes behind their lids, blocking out the pernicious, oh so tantalizing lightshow. The potion burning through her insides, turning her mind into a foggy soup of lust that threatened to betray her at every turn, she couldn’t do much about it…but she could stop feeding it. She could do that much.

Chrysalis slowly forced her shaking, resisting fingers apart, releasing the nipple they’d been toying with. Hissing with the effort, she moved her hand enough to clear her breast, and then huffed, letting it drop.

Trixie caught it.

“Need a hand, my Queen?”

Before Chrysalis could deny that sultry, teasing voice – before she could do much more than register her surprise at her hand being caught so unexpectedly – Trixie struck. She curled her fingers through Chrysalis’, raising her hand back up. She folded their joined hands over the changeling queen’s breast, their circumference so big that their palms covered the nipple and not much else; but that was all Trixie needed. She forced Chrysalis’ hand to compress again, silky titflesh bulging between their fingers. The nipples caught underneath was mashed most pleasantly, trapped in between not two but four fingers, doubly squeezed and doubly pleased.

An electric shock ran down Chrysalis’ spine. She gasped, eyes flying open in shock.

The lights assaulted her again, and she moaned, her legs wobbling, muscles going slack as she started to slide bonelessly to the floor. Her eyes rolled back in her head, enough to save her – it lessened the glow of the lights just enough for her to make a wild grab for her decaying wits, and clutch them back to herself. She shut her eyes again, shaking her head, trying but failing to speak – instead she simply mouthed the same inarticulate negation over and over again, shuddering as Trixie worked her hand harder, faster.

“Not quite there yet, hm? Almost…but not quite.”

Trixie’s breath was heavy in Chrysalis’ ear, hot and shallow, staccato inhalations laced with sensuous promise. Warring desires sprang to life in her heart – to turn away and escape; to turn towards and catch the unicorn’s soft, pliant lips in a kiss.

“Let Trixie help you.”

Chrysalis tried to open her mouth to say she didn’t want Trixie’s particular brand of help, but the only thing that came out was a small, breathy moan. She felt the unicorn push against her from behind – felt her front molding against her back. Felt her breasts, small but now undeniably present, flatten and spread out over her, Trixie’s nipples hard, excited exclamation points digging into Chrysalis’ fur. Felt Trixie’s head dip down, felt her tongue rasp over the trembling flesh of her neck, felt the unicorn seal her lips onto her throat in a kiss, her tongue dipping into a hollow of flesh, caressing it sensually.

Most of all, she felt Trixie’s pussy.

It was a supernova of sexual heat, burning against Chrysalis’ rump. Trickles of Trixie’s juices were splattered everywhere as the unicorn bucked her hips against the changeling queen, an imitation of rutting that set Chrysalis’ own cunt aflame – even more than it had been. She gasped, feeling thick, warm femcum oozing down the valley between her cheeks, Trixie’s wild gyrations spreading it along the half-spheres themselves, absolutely coating Chrysalis’ rump in her wetness. Her scent. Marking her as Trixie’s belonging. Her toy. Her plaything.

Her slut.

The drops of potion still clinging to her skin, the ones that hadn’t been absorbed by her unthinking, traitorous epidermis, seared. It was almost worse than having it disappear into herself, because at least then it would be amalgamated with the lustful inferno currently burning her mind to ash…but on the outside, those streaks, those drips, each one was a tracery of pure bliss slowly soaking into her skin. Trixie’s free hand came up, spidering over her stomach, one finger skidding through a wet, pink track – and Chrysalis had to bite back a shriek. She couldn’t stop her hips from thrusting, though, couldn’t stop her pussy from spasming, couldn’t stop the single, impressive streak of femcum she squirted, its arcing form quickly lost in the still-sparkling smoke.

“So close, Queen Chrysalis,” Trixie murmured, lifting her lips from the changeling’s throat. “Trixie can feel it. She knows you can too. You’re so close to cumming.”

Chrysalis wanted to deny it. She wanted to rant and rave, she wanted to scream and yell, she wanted to thrash and fight.

All she managed was a drowsy, half-hearted flailing, her trailing hand merely twitching at her side now instead of looking for the door. Trixie chuckled knowingly, forcing Chrysalis to squeeze her own breast again. Her other hand lifted from the erstwhile royal’s stomach, gently taking Chrysalis’ lost, groping limb. She tugged it downwards, past the changeling’s waist. Chrysalis knew where it was going, knew what would happen when it got there, but couldn’t seem to do anything to stop it.

“And when you do…”

Trixie took Chrysalis’ hand, tracing it over the short, scruffy fur at her waist. She flinched at the first touch, but melted into the next, a gurgling moan pouring out of her mouth. Her snatch didn’t just drip – it ran, a river of Chrysalis’ arousal making an utter mess of her thighs. Throbbing needily, whining in a deep, primal way that had nothing to do with words, her cunt begged to be touched – to be filled – to be fucked.

“…you’ll be Trixie’s. Mind and body. And you’ll love it, won’t you, my Queen?”

“N-no,” Chrysalis slurred, speaking for the first time in what felt like ages. It was Trixie’s words that did it, the very idea of her serving anyone but herself enough to momentarily bolster the scraps of her resistance. She squirmed in Trixie’s grasp, a last, futile effort to escape, but the unicorn held firm. “I c-could…never…s-serve a p…a p…”

“A pussy?”

Trixie sunk Chrysalis’ fingers – and her own – into the changeling queen’s steamy, wanting slit. This time there was no hope of stopping it, and Chrysalis shrieked, high and clear, the sound ringing off the walls of the wagon. She found enough strength to thrash in Trixie’s hands, but it wasn’t the kind of thrashing that signified an escape attempt. Her hips rocked to and fro, and she pumped them desperately, trying to force those wonderfully invasive digits further into her soaked snatch. Her eyes flew open wide again, the thinning smoke and fading lights still just present enough to captivate her.

Chrysalis’ eyes began to glaze over, her mind and thoughts running in one direction – downwards, along her spine, gathering in her pussy. Every drip of fluid running down the four fingers stuffed into her slit – two of hers wrapped around two of Trixie’s – seemed to take another thought with it. Her self-righteous rage at the ponies of Equestria, her dreams of wrath, even her own sense of self drained downwards into her cunt, emptying at a rapid rate. The colors flashed in her eyes as she started to drool again, spittle flying from her moaning, whimpering lips as Trixie fucked her with her own hand.

“You will be, you know,” Trixie whispered in her ear. “Serving Trixie’s pussy. Serving Mistress’ pussy. It’ll be the first thing you think about when you wake up. The last thing before you go to sleep, and for all the time in between…”

Trixie forced a third finger inside Chrysalis’ overstuffed cunt, and the changeling queen shrieked again, her fluids gushing over their combined hands.

“…all you’ll think about is how to serve it. How to please it.”

A beat, then a dark chuckle.

“How to please Trixie.”

Trixie dug their fingers further into Chrysalis. She switched their hands to her other breast, unattended until now, and remedied that by catching the nipple in between Chrysalis’ claws.

She tweaked.

Chrysalis’ hips bucked forward, the bulb of her clit grazing over the back of Trixie’s palm.

For the second time in recent memory, the Queen abdicated her throne.

Chrysalis was too far gone to make any noise at this point, but her head tilted back all the same, screaming soundlessly to the ceiling as she came. Her cunt twitched and spasmed, clamping down on their fingers, muscles working in an effort to suck them deeper, to milk them for every last bit of pleasure they could. A roaring tsunami of lust poured over their palms and wrists, soaking everything within reach, sticky skin and matting fur ensuring the smell of sex would linger around them for days.

The Queen was lost in a haze of perfect bliss. Floating on her orgasmic cloud, body twitching with the aftershocks of her mind-blanking climax, she barely noticed as the fingers slid out of her with an obscenely wet noise.

Blank, empty, and obedient, Chrysalis was a vessel waiting to be filled. Glazed-over eyes stared indifferently as they were turned, whirled through the dissipating miasma of smoke, and then forced downwards. Fur and flesh flew by in a daze.

She hit her knees heavily.

Mistress’ pussy floated out of the smoke towards her.

The new slut smiled emptily, thoughts of pleasing her Mistress rushing in to fill her vacant mind.

She leaned forward and got to work.

Neither of them noticed the shape just outside the window, watching with wide-eyed incredulity as Chrysalis began to mindlessly lap at Trixie’s cunt.

Author's Note

Hello all!

I'm a bit late on this one with the whole "one update a month" thing, I know, but hopefully the quality of this part makes up for the wait! I had a blast writing this chapter - villain-on-villain action is always fun to write! - and maybe, just maybe, I surprised a few of you out there with who Rarity's Mistress was. Probably not, but hey, it was worth a try, right?

Stay tuned for the next part - who's the watcher at the window? What role will they have in helping or hindering Trixie's nefarious plans? Find out in Chapter IV - Forgotten Friends and New Allies!