Rainbow Dash wasn’t fast enough. The thought was alien, unbelievable; How could it even be possible that Rainbow Dash wasn’t fast enough?

It was the truth, though. As much as it hurt to admit it, she had to; Rainbow Dash had been too slow to save Rarity.

Rainbow felt her stomach churn as she sat in her tiny, cylindrical cell in the castle’s dungeon. It hurt to think about it – to replay the memory over and over in her mind – but she couldn’t stop herself.

”Go get her, Rainbow Dash! Uh, you too, Fluttershy!” Twilight shouted, but Rainbow didn’t need to be told.

“I’m on it!” Rainbow called out as she spread her wings and launched herself into the air.

The black mist was carrying Rarity away at a speed she wasn’t sure she could match, but… No. I’m the fastest pegasus ever, she thought as the air tugged at her mouth and eyes. I have to save her.

“Let me go, you cretin!” Rarity’s voice carried to Rainbow’s ears, full of fear.

“Hang on, Rarity!” Rainbow called back, pumping her wings as fast as she could. She was gaining on the clouds. A few more seconds and she’d be in reach, just–

“Ugh!” Rainbow yelped as the mist struck her, throwing her off course. Her mind raced. Rainbow leveraged her wing power to stop her spinning, righting herself and looking up to the mist again.

They were getting further away by the second.

Rainbow chanced one look backwards to confirm that Fluttershy was still lagging a ways behind, and was crestfallen to find it true.

It was up to her, then.

Rainbow turned back to the mist, to Rarity, and narrowed her eyes. There was only one way she was going to catch them now.

Pumping her wings for all they were worth, she began accelerating again. Her heart was beating so fast she could almost swear it was going to burst right out of her chest; Every beat was like the drums of war pounding in her ears. Her lungs positively burned as she took in what little oxygen the air currents around her would allow. Her mouth was coated in thick saliva, and she would have given anything for a drink of cider in that moment; But she had to push harder. The air was already bending around her, and she began to feel her wings losing steam; In a moment the air currents would elasticize and send her flying back to the ground.

She’d lose Rarity forever.

“Rainbow Dash!” Rarity yelled; the desperation in her voice felt like a spear tip directly piercing Rainbow’s heart.

She couldn’t let her down. “I’ll be right there!” Rainbow shouted, eyes shut, teeth bared. Just a little more, and then–

KRAKAKOOM! The prismatic shell of the sonic rainboom rippled out from around her body as Rainbow launched forward.

15 meters. She could see the pain, the fear, the panic in Rarity’s eyes.

10 meters. “Hang on…” She growled through her teeth.

5 meters. She outstretched her hoof, pulling closer to Rarity’s own. Just a little more…

Poof. The cloud was gone.

“Whaa!?” Rainbow yelled. What had happened? The cloud was nowhere to be seen, and Rarity was gone with it.

A weight dropped in Rainbow’s stomach. Rarity was gone.

Rainbow banged her head against the wall of her cell. She wasn’t fast enough, and now they’d lost Rarity to the nightmare power. They’d been imprisoned in a dungeon, and Ponyville was about to be destroyed without them being able to do anything about it.

What’s the point of being the fastest pegasus alive if it’s not enough to save my friends? If it wasn’t enough to save… Rarity. Rainbow grabbed her hair in her hooves and pulled. It was just too much to accept. No matter what she did, she couldn’t stop seeing Rarity’s eyes.

The pain. The fear. The panic.

Rarity needed her, and she let her down.

Rainbow looked out from her cell into the darkness. She couldn’t really see anything, but she could at least hear the snores and slow breathing of her friends nearby. How long had they been in here, anyway? It was beginning to feel like days, and with the light down here never changing, it was impossible to tell.

Rainbow unfurled her wings as much as she could, which unfortunately wasn’t very far due to the cramped cell. Rainbow honestly wished she could say that was the worst part of this whole thing, but she couldn’t stomach that lie.

No, the worst part was that she’d failed her friend. She’d failed Rarity.

How the others had managed to fall asleep was a mystery. Rainbow supposed that it had been a long time since their interrupted sleep at the slumber party, but even that didn’t seem to matter; Her mind was awake as it had ever been. Small tendrils of exhaustion may have been clouding her mind, but they were held at bay by the guilt.

That’s what it all came down to, really. Guilt. She was the fastest flyer in Equestria, the incarnation of the Element of Loyalty, and yet she’d still failed to save her friend. What was any of that worth if she still lost Rarity?

Nothing, Rainbow lamented to herself. It was worth nothing.

There wasn’t anything she could do now, though, Rainbow mused. Perhaps it really would be best just to get some sleep. She couldn’t give up hope, no matter how faint it seemed, and if she wanted to be able to do anything about it when the opportunity arrived, she would need to have some energy.

Rainbow laid her head down on her hooves and folded her wings. She just had to clear her mind. She could figure this out when she woke up.

-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-

Sleep didn’t come. Rainbow had tried for what felt like a million hours, but she couldn’t do it. She couldn’t stop the visions. She was ready to pull her hair out and scream, but she knew that wouldn’t do any good either. It would just wake up her friends. If she couldn’t sleep, the least she could do was not disturb them, but that didn’t curtail the agony.

Suddenly she heard a soft, faint clicking. The unmistakable sound of hooves on stone. Rainbow lifted her head and squinted, willing her eyes to use the tiny bits of light that remained to glean some information. Was there a pony in the dungeon? Had Luna returned to rescue them? Excitement welled in her stomach as she got up to her hooves, though she found she still had to crouch in the tiny confines of her cell.

The clicking continued, growing louder. Rainbow held her breath without thinking about it. Somepony was coming, and this could mean a second chance to save Rarity.

The clicking reached what must have been the bottom of the staircase and stopped. Rainbow still couldn’t see much, but she thought there was a faint bluish glow coming from around the doorway. She smiled. Luna was back to save them after all!

The glow grew as the clicking resumed and a dark figure stepped around the corner. Rainbow’s eyes widened as she realized it wasn’t Luna coming around the corner… It was Rarity.

Rainbow’s grin faded as the twisted form of her friend stepped forward. She was no longer the Rarity Rainbow knew, though. Her fur was black, her legs and neck had become longer, like those of an alicorn princess, and her face had changed; No longer the round, youthful shape she knew, but instead a more sleek and regal countenance. Even her mane had gained stripes of white that contrasted with the purple hue of her normal look in a way the real Rarity would no doubt approve of. Rainbow narrowed her gaze again as she took in the pony approaching the cells; The only things that hadn’t changed were her eyes. They were still the same royal blue, with all the depth of the ocean.

Rainbow had to admit, in spite of herself – and if not for the overwhelming aura of evil attached to it – it was actually… kind of a hot look.

Rainbow blinked. No, even her eyes had changed, she corrected herself; There was a malice in them that wasn’t previously there. Rainbow could feel it from all the way across the room.

This wasn’t her Rarity anymore.

“I see you are awake, Rainbow Dash,” she heard her say.

Rainbow felt a flare of anger explode in her mind. She grabbed the bars of her cell and clenched her teeth. “Yeah, I am. I won’t let you win! Whatever it takes, I’ll get my friend back,” Rainbow hissed through the bars.

“Really,” Rarity chuckled with a dismissive wave of her hoof. “Is that supposed to be a threat?”

“Yeah!” Rainbow spat back as she tugged on the bars with all her remaining might. “I’m not afraid of you.”

Rarity stopped advancing and gave Rainbow an amused look as she slowly raised one eyebrow. “No, I suppose you wouldn’t be. You did, after all, overcome your nightmares, didn’t you?”

“That’s right,” Rainbow said as she tried her best to look imposing from within her cell, “so if you want a piece of me, I say bring it on!”

To Rainbow’s great annoyance, Rarity just chuckled again. “Very well,” she said with a smile and summoned a wave of blue magic around the bars of Rainbow’s cage. There was a clicking sound and the grate swung open.

Rainbow barely had time to register what had just happened when she felt her body enveloped in the same blue light and pulled from the cell, the grate swinging closed behind her. She let out a startled yelp as a lock of her mane snagged and was left behind on the iron bars, before coughing and recomposing herself as best she could while suspended in air. “So it’s a fight you want? Put me down and I’ll show you just who you’re messing wi–woah!” Rarity turned away from her and began walking toward the staircase again, pulling Rainbow along with her. “What the hay? Where are you taking me!?”

Rarity shook her head as she reached the first step upwards. “You know, Rainbow, I’ve always admired you.”

Rainbow furrowed her brow. “What?”

“You’ve got this sort of brazen ambition about you, and I find it very… charming, if you will.” Rarity said, glancing back at her captive. “In fact, it reminds me of myself in many ways.”

“That’s ridiculous!” Rainbow grimaced. “We’re nothing alike! You’re just some shadow thing that’s possessing my friend, and I’m Rainbow bucking Dash.”

“You misunderstand, Rainbow,” Rarity said, shaking her head again. “I mean that you remind me of myself.”

Rainbow furrowed her brow again. “What the hay are you talking about? You’re making, like, zero sense.”

Rarity reached a small landing with a door and opened it with another wave of magic before guiding Rainbow through it and holding her aloft in the center of the room. Rainbow glanced around to take in her surroundings; Stone walls with large stained-glass windows, massive purple drapes running from the ceiling to the floor, a few old wooden desks covered in discarded quills and scraps of parchment, and…

Rainbow jerked her head back as she saw what was behind her; A massive bed, much like the one Rainbow had seen in Rarity’s room back at the boutique; A huge, ornately carved bed frame complete with privacy drapes and a surprisingly plush looking mattress covered in violet sheets and pillows. It hadn’t occurred to Rainbow that a manifestation of shadow energy would need to sleep, but she supposed that if it did, it would have grandiose taste in decor… Or, actually did that make any sense? And why was she here in the first place?

“You seem to think that I’m some alien, some stranger,” Rarity said as she followed Rainbow into the room. “I am not ‘some shadow thing possessing your friend’, as you so succinctly put it.”

Rainbow gulped as she turned her gaze back to Rarity. “That’s what you are!”

Rarity laughed again as she closed the door behind her. “That’s what’s funny, you see. You think you know what’s going on, but you don’t even have the faintest idea!”

Rainbow inhaled through her teeth as she tried to keep her anger in check. “I’ll give you ten seconds to explain, then.”

Rarity sighed. “Of course, there is your brutish impatience, something I admire much less,” she said with a roll of her eyes. “Fine then, if I must spell it out for you, I shall.”

“I’m waiting,” Rainbow growled.

“I did not replace Rarity, I have merged with her.”

Rainbow felt her breath hitch in her throat. “You… you’re saying… You...”

“Yes, Rainbow, my dear. I’m saying that I am Rarity.”

Rainbow shook her head. She wasn’t sure if that made it better or worse, even if it was true. While the idea that Rarity still had control of her mind was a relief, that was muddled by the idea that Rarity would do the things she’d done. Rarity wouldn’t imprison her friends, or threaten to destroy Ponyville… would she?

“Now then, I think that’s quite enough discussion for now. There is a reason I brought you up here to my suite.” Rainbow barely heard the words as she stared at the floor, trying to make heads or tails out of what was going on. When she failed to offer a response, Rarity continued. “I want you to join me.”

Rainbow Dash snapped out of her thoughts immediately, looking up to her captor and glaring. “What!?”

“It’s quite simple, Rainbow. If you knew what I know now, you would see it is for the best. The shadow energies are our allies, not our enemies. Join me, and become part of something greater than yourself.”

Rainbow laughed. Did she hear right? She tried to stifle her laughter with a hoof, but it was just too much. “Are you serious? You expect me to believe you’re Rarity when you just completely forgot who you’re talking to? I’m Rainbow Dash, the Element of Loyalty! I’d never abandon my friends, or Ponyville, to join you.”

Rarity grinned at her, and Rainbow found herself gulping again. That look in Rarity’s eyes – that malevolent, dangerous look – was back.

“I was hoping you might say that,” she said, an otherworldly glee touching her voice.

Rarity began to stride slowly off to the side, and Rainbow couldn’t help but follow her with her eyes. She was swaying slightly as she stepped, letting her tail lilt off to the side. Rainbow couldn’t help but let her gaze slide up along her long, slender legs, watching the muscles tense and relax with each elegant stride. Rainbow slammed her eyes shut and turned her head away from Rarity.

“You see Rainbow, it just so happens that I’ve harbored a certain… fantasy, if you will, which involves you and I…” Rainbow heard the voice of her friend echo out from behind her, but refused to acknowledge it. After a moment, it continued. “It happens to be a fantasy that your present defiance offers an opportunity to explore.”

Rainbow’s stomach turned again. Again, Rarity had stopped making sense. Could shadow energies even have fantasies? Or was it Rarity speaking after all, but then what did that even mean? She fantasized about Rainbow defying her? She already did that all the time! It was Rainbow’s contribution to their dynamic as friends; Rarity would want her to do some stupid girly thing like model dresses or put on makeup and Rainbow would defy the hell out of her until she gave that frustrated huff accompanied by the little amused smile she always tried to hide but never quite could. It was actually one of Rainbow’s favorite things about her friend, right up there with…

No, this wasn’t the time for that line of thought. Rarity – the real Rarity – was still in danger, and Rainbow Dash had an opportunity here; If she could get free of this magic, she could make a break for it, get Luna and Celestia, and come back to save Rarity once and for all. Those stained glass windows were easily large enough for Rainbow to fit through, and while it might mean some cuts and bruises, Daring Do busted through windows for dramatic entrances or exits all the time; how hard could it be?

A plan set in her mind, Rainbow decided to play along for the moment. “What do you mean, explo–WOAH!” Rainbow tensed up as she felt a hoof running up the small of her back. “Watch it!” She protested, wriggling against the magic holding her.

“I think you know what I mean, Rainbow, or at least you’ll be able to figure it out soon…” Rarity cooed, and Rainbow felt a blush rising in her cheeks as she felt the other mare’s hot breath brush across her neck. Rarity was right behind her, hoof still moving in small circles on her back. Involuntarily squirming, Rainbow took a deep breath in an attempt to calm herself.

“I have no idea what you’re talking about,” Rainbow said as levelly as she could manage.

“Really, you can’t tell me you’ve never thought about it. You and I… Together.” Rainbow’s heart rate was already climbing out of control by the time Rarity ran her hoof up her spine to the base of her wings. Her cheeks burned as she processed what was being said; she wouldn’t admit it, but she had thought about it, in short fleeting bursts from time to time. The sort of youthful desire she quashed the moment the thought entered her mind; Something that may have made for a pleasant thought, but wasn’t worth entertaining because it would never come to pass. And yet… Is this really happening? Rainbow gasped as she felt Rarity’s lips press into the side of her neck, her muscles betraying her by leaning her head away to allow the mare easier access. The hoof on her back began to move lightly across the bones of her right wing, the feathered appendage standing to attention under the touch, soon to be joined by the other as another hoof joined the fray.

Rainbow let out a pitiful whimper as Rarity began to nibble her way across her shoulder. It didn’t matter how long she’d thought about this happening, this was all wrong. No matter what she claimed, this was not her Rarity. Not the Rarity she…

Not the Rarity she loved.

“Stop!” Rainbow yelled, her breathing slowly turning into fervent pants. To her surprise, she felt the lips pull away from her shoulder and chanced a sigh of relief. Slowly, she felt her body begin to turn until Rarity was in plain view, a disappointed scowl on her face.

“Really Rainbow, this is ridiculous. Do you expect me to believe you feel nothing for me?” Rarity took a step forward, and Rainbow felt herself floating backwards to match.

Rainbow shook her head. “I… no, that’s not…”

“All the stolen glances? All the ‘accidental’ crash landings in my boutique?” Rainbow felt her still outstretched wings press up against the wall behind her, splaying out to the sides as her back met the stone.

“Rarity, please! This isn’t right…” Rainbow said, shutting her eyes again. She had to get away from here…

“I know you want me, Rainbow Dash.” Rainbow felt Rarity’s forehead pressing against her own, and couldn’t stop her eyes from flitting open. Rarity’s massive blue orbs were staring directly into hers, an inescapable intensity lighting them. Just the smell of her mane was enough to threaten a complete mental shutdown.

“I… I do,” Rainbow felt the words escape her mouth, unable to look away.

“See? That wasn’t so hard, now was it?” Rarity said with a smile before moving her lips a hair’s breadth from Dash’s. “Luckily enough, I want you too,” she said, her lips brushing lightly across Rainbow’s as she spoke.

Rainbow’s entire body shuddered at the touch. She tried again to move her legs, but found them completely pinned to the wall by Rarity’s magic. Every nerve in her body screamed out in agony as she tried with all her might to find something to distract herself from her present position.

Rarity pressed forward, locking her lips against’s Dash’s, tongue darting out between them and raking the top of her mouth. Dash moaned weakly as her eyes rolled back, her focus completely destroyed by the sensation. Rainbow pressed back as hard as she could manage, her own tongue caressing Rarity’s as she momentarily lost herself in bliss.

Rarity pulled back suddenly and Rainbow gasped for air. She inhaled sharply as she felt a nip at her collarbone, and slammed her head back against the wall with a thud. Rarity moved on to her neck, licking up along her jaw and across to her ear. Rainbow moaned as Rarity traced her outer lobe, the lingering coolness of her saliva forcing her to twitch her ear as she panted. Rainbow opened her eyes in time to see Rarity drawing back and begin reaching around to the other side of her face.

Rainbow saw her horn drift directly in front of her face and felt a pang of a memory. She was pretty sure Twilight had once said something about the horn having a high concentration of nerve endings usually used for channeling magic… Rainbow didn’t exactly understand what that meant, but she was pretty sure the takeaway was that it was very sensitive to the touch, particularly when its owner was using magic.

Twilight had said that.

Twilight, who was still locked in the dungeon, along with Applejack, Fluttershy and Pinkie Pie.

Rainbow furrowed her brow. She couldn’t give in like this; Her friends were still counting on her. Rainbow inched her head forward enough to bring her lips to Rarity’s horn and kissed firmly at its base.

The result was immediate. Rarity’s breath hitched and her magic field dissipated. Rainbow felt her hooves hit the floor and she leaped forward, running her tongue along the length of the horn. Rarity moaned softly as she stumbled back, completely caught off guard. Rainbow’s mind raced as she glanced around the room once more. Her wings were hanging off her back, completely rigid; There was no way she’d be able to fly like this, and she probably only had a few seconds to escape before Rarity regained her composure and resumed her magic. At best, she might get lucky enough to be able to glide down to the ground, and then she could hide in the terrain until her wings loosened up enough to fly back down to Ponyville. She could still get the Princesses and bring them back to save everyone, including Rarity. It had to work.

Rainbow leveled her gaze at the stained glass window and stamped her hoof. Here goes nothing!

Rainbow dashed forward, leaping up and thrusting her hooves forward as she met the window.

Sproing!

The next thing Rainbow knew, she was lying upside down against the side of the bed, eyes rolling in their sockets. As her vision straightened, she looked back to the window only to see it alarmingly still in tact. She’d… bounced off of it?

Before she could contemplate this any further, Rarity spoke. “Tsk, tsk, tsk, Rainbow. I don’t know why I’m more disappointed in you; That you would try to escape, or that you would think I wouldn’t have reinforced the windows before bringing you up here? There will be no grand heroics tonight, my dear.”

Rainbow panted, the adrenaline quickly leaving her body feeling drained. She swallowed in an attempt to moisturize her dry throat, but found it mostly futile. “What the hay,” she exhaled from her inverted position as she watched Rarity draw closer.

“I’m afraid I can’t just let you go after that, my dear. Your misbehavior is entirely unacceptable.” Rarity scowled as she relit her horn, and Rainbow felt herself once again being lifted off the ground.

Rainbow gulped again as she felt her back touch the bed as the magic released her, the cushions feeling like they might envelope her. Rarity strode over, looming above her as she grinned, eyes half lidded. “I’m going to break you, Rainbow.”

Rainbow continued to pant as Rarity put her hooves on the bed, crawling over her body and tracing light kisses down her chest and abdomen. Rainbow sucked in her stomach as she reached the sensitive area, but she couldn’t escape it. She needed to get back to her hooves, but her muscles were aching with exhaustion.

Rarity continued traveling lower, stopping with a firm kiss at the top of her pelvis. Rainbow bit back another moan as she squrimed, staring up at Rarity’s thighs looming above her. Rainbow attempted to roll to the side, but immediately felt magic grasp her shoulders and force her back to the bed. “Still trying to get away, are we?” Rarity taunted, her breath playing across Rainbow’s inner thighs, causing the muscles to tense reflexively. “Well, I’ll have to fix that.”

Rainbow was about to ask what that meant when she saw a set of manacles levitate up over the edges of the bed, connecting to chains wrapped around the bed posts. She yelped in surprise as they snapped onto her hooves and pulled taut, forcing her legs apart. Rarity laughed as Rainbow tugged fruitlessly in all directions.

“Now, are you ready to join me, or do I have to make you beg for it first?” Rarity said, bending her neck to eye Rainbow invertedly.

“I’ll… never… give in…” Rainbow whispered with all the breath she could still spare. She just had to endure whatever it was Rarity had planned, and find some way to get out of this room; She could still save her friends… Somehow.

Rarity tutted again as she turned her attentions back to Rainbow’s legs. “Are you certain, dear? It looks to me like you’re awfully ready as it is,” she said with a short laugh as she drew a hoof along the length of her thigh. Rainbow felt the pull of the chain as her leg tensed up, eliciting a fresh set of moans and panting.

“Never,” Rainbow breathed weakly between breaths.

“Very well then, but don’t say I didn’t warn you,” Rarity said as she began to bend her hind legs. Rainbow felt Rarity’s thighs close in around her head, pressing her muzzle up against Rarity’s sex. Rainbow struggled violently, but her legs could barely budge; Every breath she took was full of Rarity’s scent, overpowering her mind.

Rarity lowered her muzzle again, tracing her tongue up Rainbow’s thighs, forcing her to stretch away reflexively. Rainbow could feel her lungs burning for oxygen, their pleas ignored as she couldn’t free her head from between Rarity’s thighs. As Rarity slowly worked her way up to Rainbow’s lower lips, her entire body shuddered.

Rarity continued ascending, giving long, drawn out licks across her slit, and Rainbow felt her hips buck in betrayal. Rarity answered by slipping her tongue briefly into her folds and Rainbow wailed, the sound muffled by Rarity’s flank.

Rarity suddenly withdrew, lifting her rump off Rainbow’s muzzle. Rainbow coughed for a moment before greedily sucking in air; She was unbelievably dizzy, and the influx of oxygen hurt as much as it helped.

“Then again, we wouldn’t want you to come too fast, now would we?” Rarity said, idly running a hoof over Rainbow’s marehood. Rainbow banged her head against the bed in frustration, thrusting her hips to meet Rarity’s hoof before it pulled away. “Patience dear, I want to hear you beg for it.”

“You caustic bi–mmph!” Rainbow’s retort was cut off as Rarity slammed her rump down, pressing Rainbow’s head back down to the bed. Rainbow struggled in vain as Rarity renewed her efforts, now alternating between flicking at her clit with her tongue and lightly pressing it between her lips. Rainbow’s hips rocked violently as her entire body trembled in anticipation. She was drawing closer by the second, all rational thought evaporating as she lost herself in the energy pulsing through her body. A few seconds more…

Rarity pulled back again and Rainbow let out a long whine as she panted for air. She flailed against her restraints, hips bucking wildly, desperately searching for some way to finish the job, but it was no use; Rarity simply shook her head. “Would you like me to let you come, Rainbow?”

“CELESTIA YES!” Rainbow shouted as she slammed her head into the bed one more time.

“Well Rainbow, you don’t get anything for free. I believe I previously made clear; If you want to come, you need to join–”

“NO!” Rainbow interrupted, her entire body still trembling as she fought the temptation.

Rainbow questioned her choice as she felt Rarity’s rump crushing her muzzle once more, the toned muscles of her thighs squeezing in all around her. She couldn’t move, couldn’t escape, could barely even think. All of her senses were consumed in Rarity.

Rainbow felt Rarity’s tongue pierce her veil, lapping at her inner walls and sending fresh electric tingles through her system. She rocked with the motion as best she could, rational thought losing the struggle for control with lust. Rarity pushed her tongue deeper, curling it to stroke at her insides as Rainbow’s body quaked.

Rarity pulled her tongue out and gave another rough lick on her clit, causing Rainbow to vault her hips up off the bed in a furious spasm. Her nostrils flared against Rarity’s skin as she desperately pulled for air.

Rarity appeared to notice as she once again lifted her rump and withdrew her tongue. Rainbow screamed as her body trembled, unsure how much more of this she could take; Twice she’d been mere moments away and Rarity left her dangling at the edge.

Rarity sat her rump down on Rainbow’s chest, squishing the air out of her like a balloon as she regarded her captive, swishing her tail playfully across her snout. “You know Rainbow, I could get used to this look for you. It’s quite fetching.”

“Shut. Up,” Rainbow panted, eyes shut and head digging into the mattress.

“So rude! We can’t have that.” Rarity tutted and leaned down to draw her tongue across Rainbow’s lips in an agonizingly slow motion. Rainbow moaned with exhaustion under Rarity’s ministrations, the gentle caresses providing just enough agitation to keep her close to the point of no return, but not enough to push her over.

“Please, Rarity, I can’t…” she moaned.

“Hmmm?” Rarity hummed in an exaggerated fashion.

“Enough, okay? Enough with the teasing, gaaaaaaaaaah!” Rainbow yelled, banging her head against the mattress repeatedly. “I can’t take it!”

Rarity giggled again as she continued her slow, deliberate tongue strokes. “I would love to let you finish, my darling, but I can’t until you agree to the terms I’ve set forth.”

Rainbow groaned. Her entire body shook with each movement of Rarity’s tongue, her heart was on the verge of exploding, and she couldn’t get a hold of her breath. She tried to think of anything else but her present situation, but every new lick drew her right back to the edge, with no hope of calming down. If only Rarity wasn’t so bucking hot.

Another stroke of Rarity’s tongue sent a shivering jolt of electricity up her spine and Rainbow felt her resistance buckle like a dam in a flood. She rocked her hips as she gave in to the temptation. “I’ll join you and we’ll destroy Ponyville, I don’t care, just let it end!”

Rarity gave another demure lick and paused. “Oh?”

“Yes, yes, I give up! I surrender! You win!” Rainbow frantically screamed, bucking her hips for all she was worth.

“And who is it that bested you this evening?”

“WHAT!?” Rainbow shouted as she slammed her head back into the mattress the hardest time yet.

“Say it. Say the name of the mare you cannot resist.” Rarity was smirking at her. “Say my name.”

Rainbow ground her teeth, sucking in air around them as she weighed her pride against the agonizing desire. When she didn’t respond, Rarity shrugged. “I guess I can always continue to toy with you,” she said as she once again darted her tongue in between Rainbow’s folds.

Rainbow snapped, completely unable to withstand another moment. “Fine! Rarity! Rarity bested me! I surrender to Rarity, just MAKE ME COME YOU BUCKING MONSTER!”

Rarity regarded her with a long look of amusement, and Rainbow thought for a moment she was about to decide to leave her aching need unfulfilled before Rarity nodded. “Good enough.”

Rarity lowered her mouth back down to Rainbow’s lips and pulled her button into her mouth with her lips, pressing hard and swirling around the tip with her tongue. Rainbow bucked her hips, moaning loudly as Rarity ran her hooves up and down along her thighs. One more swirl of her tongue, and Rainbow felt it.

Her body began seizing up, every muscle tightening against the chains as she arched her back away from the bed in delicious agony. Rainbow let out a feral cry as the waves of pleasure coursed through her veins, completely wiping every trace of thought from her mind. Rarity released her clit with a pop as she turned her head to watch Rainbow ride out her climax, smiling wickedly the whole time.

Slowly Rainbow’s convulsions subsided and Rarity leaned down to lay a kiss on her forehead. “Good night, Rainbow,” she said as Rainbow felt the darkness overtaking her.