The rays of the sun shined through the halls of Canterlot palace, illuminating the guards as they bowed to each other signifying the morning shift change. All over the palace staff and residents were springing to life, all except two ponies. One, the younger sister of Celestia had just finished setting the moon and was fluffing her pillow for a nice days rest while the other was a pony who's bed chambers were off the side of the Star swirl observatory. The sunlight shone through the space in her lavender curtains onto her face.

"Hnnmm" she rolled over, pulling the blankets over her indigo mane, her horn still exposed. "RRRing RRiing Riing!" The alarm clock on the nightstand by her bed went off, eliciting a swift swing of her hoof in attempt to silence the noise. After a few swings hitting nothing but air her horn glowed light purple as she sat up, bringing the alarm clock to her. "All of my hate, my mortal enemy" she mumbled as she snapped the alarm clock in two with her magic. Getting up out of bed she tossed the alarm clock into a bin on the far side of the room with a clank, sending a few bells and cogs up into the air as it landed. "Well...at least the local clock repairman likes me." She said to herself as she walked up to her nightstand.

Staring into the mirror she noticed her hair was frazzled mess, her coat a bit on the dirty side and bags forming under her eyes. Her head felt like someone was smashing symbols right next to her. "My head is killing me. What happened last night?" She scratched her head absent mindedly for a moment before having a mini-flashback from the night before.

"Oh, c'mon Twilight. You can do a couple jello shots with me, Derpy and Soarin. Eggheads need to have fun too, right?"

"Ugg...Rainbow dash. Talking me into alcohol again." Twilight rubbed her temples, attempting to sooth the pounding sensation in her head. "This isn't working , wheres my spell-book?" Twilight looked about the room until she spotted a gold rimmed, purple hardcover book on top of her dresser. Levitating the book to her she opened it up to the appendix. "Let's see. Fabulous, funtanari, future sight, fracture," Twilight went over each of the entries rubbing her head. "Ahh here we are, hangovers." Twilight glanced over the runes but was slightly puzzled as to there combination. A note at the bottom revealed why.

"May cause sexual arousal, ignore the last six runes unless you want an all day boner like last time - Star swirl." Twilight couldn't help but giggle to herself. Star swirl may have been the most powerful magician of his time, perhaps of all time but his spells were occasionally laced with weird side effects. Especially if he could use them to prank the occasional mare. She remembered the warning from Celestia that he was a hound dog in his earlier years, occasionally tricking mares into going home with him for one night stands. Not like somepony that was virtually a rock star of his time needed such trickery, if her own experiences were any clue to what it must of been to be Star swirl. So many suitors had come and gone, so many pick up lines and cat calls. Something about a mare in power just drove the stallions and occasional mare wild.

Twilight shook her head and focused on the runes in front of her. "Seems easy enough but I wonder why he was using reverse magical property twelve in this particular spell." Twilight mused for a moment before shrugging her shoulders. "I guess he just wanted to obfuscate the true purpose of the spell from rivals when writing it. Oh well, here goes nothing." Twilight's horn lit up and a flash of blue and red light illuminated the room. Opening her eyes she felt a tad light headed but the feeling quickly subsided, leaving her hangover free.

"Ahh, much better. First up a shower and then the magic of caffeine." Twilight walked into the bathroom and pulled out a purple towel. Setting it up on the sink, she turned the shower on and turned the nozzle to just above warm before staring at the shelf's in the corner. "What shampoo to use today?" In the corner was row upon row of exotic shampoo's. Shampoo's from the dragon wastes all the way up to the frozen tundra's of Stalliongrad. Twilight picked up a purple bottle with a yellow tag called "Summer Lavender" hanging off the lid. "I guess I can try something different today" she said as she put the purple bottle back on the shelf. Twilight scanned the labels one by one, muttering to herself as she glanced over each label.

"Velvet Sunshine...no, Appletart..ehh don't want to smell like AJ today. Dragon's sulfur, nah I don't think Celestia would be impressed by me smelling like a volcano. Hmmm Diamond Flurry, no, rarity would have fit if she found out I had access to something that expensive. Aha!" Twilight picked up a light green bottle with a tree on the front. "Stalliongrad pine sounds nice. Not too strong and gives a hint of that fresh cape smell." Twilight set the bottle on the floor by the shower and checked the temperature of the water before hopping in. The water felt great flowing down her back and dripping off her mane. Twilight picked up the shampoo and lightly spread it around her coat. The smell was a tad stronger than she had first thought but not to the point of being annoying. Twilight levitated a rag from a nearby closet and began to scrub all the way down her back and legs while scrubbing her mane and the base of her horn with her front hooves.

As she moved the rag across her flanks she felt a slight warming sensation under her tail. Figuring it was just a side effect of the shampoo she slowly touched the rag onto her neathers only moan loudly as her neathers tightened up at the slightest touch. "Bu-but...Eh hnng... I'm not due for heat for at least another...three months?" Twilight realized what was causing this sudden outburst of hormones. "The spell book...that no good dirty...hnng" Twilight's neathers contorted again, seeking release. I'll have to deal with that in a moment, first get all this shampoo out of my coat. Twilight scrubbed along her body and down the side of her legs. As she rinsed out the front half of her mane and coat the sensations became far more pronounced.

Her breathing felt slightly labored, her tail instinctively fanning her backside and her thighs spreading themselves slightly in a mating position. C'mon Twilight, don't let some jerks perverted spell get the best of you. Twilight rinsed the rest of the shampoo off her body, doing her best to ignore how amazing the water felt as it ran off of her backside or how hot her neathers felt. Turning the nozzle on the shower she stepped out and lit up her horn, her magic fizzled in and out slightly but she managed to get a quick dry spell cast on herself. "There all dry...well, mostly dry." Twilight looked back at her flanks and noticed small droplets falling from her sex onto the bathroom floor. Twilight stepped out of the bathroom and grabbed the spell book written by Star Swirl. If a spell could get her into heat like their there must have been a counter.

Opening the book she set it down on the floor and turned it to the page she got the original spell from. As she read down the page new text began to appear at the bottom where the original warnings about possible side effects were.

"So Arch mage, how does it feel to get tricked into an all day boner?"

Twilight read the words as if completely unsurprised. Sometimes the book would reveal annotations from Star swirl as the pages were intentionally enchanted to think like him when the reader needed help.

"For one I am not a stallion or a colt. Mares do not get boners."

More words appeared in the place of the previous statement in the book. "Oh, a mare Arch Mage? I didn't know. Also not true, Pegasi get wing boners."

Twilight sighed to herself. This page as enchanted with the skill and memories of a much younger Star Swirl, spells she tried to avoid. "Yes, I am a mare. I am Arch Mage Twilight Sparkle. The older Star Swirl in this book knows me well. I order you to provide me the.." Twilight's neathers tightened up again eliciting a barely repressed dry moan from the aroused mare. "I need the counter to this spell. I have important business to attend to this afternoon."

Twilight watched as the previous line dissipated and a hastily written response appeared.

"Don't we all Twilight, don't we all."

Twilight's face contorted in anger. "Fine, I can just ask the older version of you for help."

The text dissipated and another response popped up. "Problems, Twilight?"

"Fine, I'll just ask the older one for help." Twilight turned towards the end of the book to a page that had a cure for dragons wart she had used a week or so ago on Spike. "Ahem, Star Swirl the elder. Do you happen to have a cure for the prank your younger self pulled on page one hundred and twenty-four?" Twilight waited for what seemed like a eternity, the sensations from her neathers getting stronger.

"That was the Hangover cure spell wasn't it? Give me a second."

Twilight watched the bottom of the page expectantly as runes for the counter-spell were written across the bottom of the page. "Hmmm, four elements reverse cross section? Seems a bit contrived and overly complicated for a counter."

More words appeared at the bottom of the page. "Well either that was the counter or the spell to make yourself immune to static electricity, can't remember which."

"Oh well, I guess worse case scenario I avoid static cling for a while."

Words ran across the bottom of the page quickly. "Avoiding shocks from door handles and balloons sticking to you IS a right useful spell to have."

Twilight giggled to herself as her horn lit up flashing a bright yellow over her body. Opening her eyes she still felt her neathers contracting. Although now it seemed as if it was worse. Twilight looked down at the page ready to ask for another spell when the familiar handwriting of the younger Star Swirl appeared.

"So I see my older self is a party pooper and gave you the counter-spell."

"What are you doing on MY page whipper snapper. Get back to making spells on how to make the perfect bourbon already."

"Not until I see the spell you used to cure the arch mage so I can modify my pranks in..the...oh my."

"Whats wrong?" Asked the elder Star Swirl.

"Well, I was going to give Twilight here the real counter After she asked nicely...or she got it on with another mare while she left the book open. You know, whichever comes first."

Twilight stared at the exchange with wonder, she didn't know the different ages of Star Swirl could interact with one another. Despite her body craving to be pounded her attention was completely focused on the squabble on the pages.

"I have to say I am sorry Twilight but my older self just made a horrible mistake."

"Me make a mistake? How dare you...you... twitch face hob knobber!"

"You used a reverse elements cross section counter-spell on a reverse property twelve spell. You do remember what that does don't you?

"errr, lemme check my notes real quick."

"I'll save you the read through old man. Using that spell ensured that any non-lethal effect would continue until certain linear logic conditions were met."

"Which means...umm...that err...she has to get shocked?"

"No It....how old are you on this page?"

"One hundred and seventeen."

Twilight's face felt hot. She realized she had accidentally turned the book too far into Star Swirls end years, when his memory started to get fuzzy from age.

"Oh, I know...oh dear."

"Exactly my point. She needs to have sex with someone to break the original spell."

"Well couldn't she just do a double cast and remove it?"

"She could but the backlash would burn her magic out for a couple days at the least."

Twilight Shouted angrily at the book. "But...but I don't have time for this kind of nonsense. I need my magic for this afternoon in case Celestia needs me."

"Then I guess you best get a quickie then eh arch mage?"

"Please excuse this whippersnappers rude comments. I'm sure there is someway to..." A light knock came at the bedroom door followed by Celestia's voice.

"Twilight can I come in? I need to talk to you about what to do in case things go south this evening."

Twilight could feel her heart skip a few beats. Celestia couldn't see her like this. What would it do to their relationship for her to walk in and see her heated up like a newlywed on her honeymoon. What if this got outside the palace, she could never look her peers in the face again. "Think, think, think. What can i do to cover this up?" She whispered to herself as she hit herself on the head with her hoof.

"Twilight? Are you okay? I'm coming in."

Twilight opened her mouth to stop her but it was too late. Celestia had already stepped through the door and was staring dead at her. "Twilight are you okay? I didn't interrupt anything private did I?"

Words scribbled along the bottom of the spell book rapidly. "Oh, nice. I hope it's that time of year for Celestia, always wanted a picture of her doing the deed."

Twilight ignored the scribbles in the book and stared Celestia right in the eyes. "N..no, everything is hunky dory. What can I do for you?"

Celestia stared at Twilight for a moment, as if she somehow knew somepony was lying. "Well I needed to talk to you about...why is your face so..flushed, Twilight?"

Twilight touched her face with her hoof. There was indeed a rush of blood building up in her cheeks. "Oh, It's nothing. Might be a allergic reaction to my shampoo, nothing serious." Twilight grinned but she knew Celestia could see right through this kind of ploy.

"You should probably see the the royal doctors about that. Now about the..." Celestia pulled her head back smelling the air. "What is that... musty smell? Is that you Twilight?"

Twilight eyes darted back and fourth. "yeah I umm...used mountain musk shampoo this morning."

"But I smell Stalliongrad Pine on you."

"I might have accidentally mixed them" Twilight lied.

Celestia's eyes narrowed. "Twilight are you sure everything is okay? You don't have to feel embarrassed about anything with me. I have lived a long time. I can help you with all kinds of things if you just ask me." Celestia's eyes slowly looked over Twilight's shoulder at the puddle Twilight had left in front of the bathroom door.

"Umm p-princess. I think I..."

Celestia raised a hoof to silence Twilight and gave her a big smile as she lifted her head up. "Let me guess, you used the hangover spell listed right after fracture?"

"How did you..." Twilight said with mouth agape.

Celestia giggled to herself. "Every single arch mage for the past half century or more has fallen for that spell. We even nick named Flare, the previous arch mage 'boner' becuase he was an alcoholic and kept falling for the same spell."

"So your not going to laugh at me and possibly degrade my position?"

Celestia shook her head giggling. "No, nothing like that. You really need to stop panicking so much though. It has a nasty habit of putting strange ideas into your head." Celestia bent down and whispered into Twilight's ear. "If it makes you feel better, I fell for that spell once."

"Really?"

"Yes, I even got the spell stuck on me till I did the dirty deed becuase a certain senile pony gave me the wrong counter-spell. Some kind of anti-static electricity spell."

Twilight picked the book off the floor and showed Celestia the spell she used. "Why yes, that is the one. It locks the spell in place until you...oh my. Twilight did you cast this spell on yourself?"

Twilight didn't answer, she only nodded solemnly.

"I guess it can't be avoided then. I would" Celestia lowered her head and her voice into a seductive tone. "Handle this problem myself."

Twilight felt as if her face couldn't possibly be any redder.

Celestia continued in her seductive voice drawing ever closer to Twilight's right ear. "I would help you out but I have a meeting with the senate in less than a hour about our future restoration projects after Maskia surrenders." Celestia got closer to Twilight, she could feel the Alicorns breath on her neck. "Maybe when I have more time I could show you how I earned the nickname 'Big Sexy'."

Twilight wanted to moan loudly as Celestia breathed heavily on her neck but controlled herself. The thought of going to home base with the most powerful being on the planet somehow turned her on. To top it all off her scientific curiosity about how Alicorns go about mating was making it hard for her to refuse.

"I seem to have piqued your interest, Twilight Sparkle."

"I umm.." Twilight could feel her sex twitching at the mere thought of Celestia going to town on her body. Try as she might her hormones were making her want Celestia even more. think of non- sexy things...that Jelly infatuated pony, Granny Smith, Queen Chrysalis..err maybe not that one since she can be whatever she wants. C'mon girl don't let your hormones get the better of your judgement. "But you're my teacher! it would just feel wrong."

Celestia raised her head, smiling. " I was your teacher Twilight but you are a full grown mare now and mares have needs. I see that my proposal has turned you on but I respect if you are not ready for that kind of thing with me. If I had more time maybe I could talk you into it but duty calls." Celestia seemed disappointed but none the less kept her smile. "We still need to get rid of that problem of yours however. Shall I get a stallion or mare from the local town harem? Or do you have somepony else in mind?"

Twilight shook her head, trying to get the thought of her teacher going down on her out of her mind. "I..err.. lemme think." Twilight thought back to ponies she felt comfortable going all the way with. The only pony she had ever gone all the way with was Spitfire but that was ages ago. "Is..is Spitfire in town by any chance? I feel comfortable with her."

Celestia's head shot back as if in surprise. "Wait, Spitfire as in the Wonder Bolts captain Spitfire?" Celestia raised a eyebrow in genuine interest when Twilight nodded yes. "You...you two went all the way? You a bookworm with the hottest Pegasus in the skies?" Celestia could hardly believe it when Twilight nodded again. Why do all the quiet types get all the fun?

"Your Highness, you didn't answer my question."

"What? Oh yes that. let me check the Scheduling." Celestia's horn glowed a low shade of yellow and a notepad appeared in front of her. "Lemme see Spitfire, Spitfire ahh here." Celestia stared at the notepad for a moment before shaking her head. "I'm sorry Twilight, Spitfire is on patrol near the dragon wastes. Shes four days flight away at the least."

Twilight bowed her head and sighed dejectedly. "I could teleport to her but in my condition..."

"And the fact that the dragon wastes are massive. I'm sorry Twilight but you might have to settle for ..." Celestia smiled and yelled "Aha!" as if she had a sudden epiphany. "I remember a teacher with your exact same problem. She's been on medical leave a couple days but has yet to find herself a cure. She's a bit ...prideful but she has some of your interests. Shall I go fetch her?"

Twilight pondered for a moment. The only teachers she knew was a handful of the special aids for Celestia when she was a young filly. All of which she remembered had the typical Canterlot attitude problem. "Is she from Canterlot by any chance? I'm not exactly a fan of overly posh or snobby ponies."

"No, I believe she was born and raised in Hoofington."

"Hnnnmm that would make her a city pony but quite a bit more rural than Manehattan or Fillydelphia. She may even be like Cherilee in some ways. "Sure, why not. Best case scenario we figure out a solution without side effects., worst case we have sexy rumpus but can talk about science and history after."

"A win-win situation if you ask me, I'll go get her." Celestia left the room humming to herself.

"Hmm I better find something to do to keep my mind off my backside until this teacher arrives." Twilight looked about the room for something to occupy her time. She scanned the room making mental notes of activities she could do and marking them on a piece of paper from her desk. " Hmm crystal gazing, drawing, filling out the backlog of paperwork and... dance dance revolution."

Twilight looked about the room one more time before going over the list again. "Crystal gazing takes too long and I think future prediction is nonsense. Sorry Pinkie but I never use that gift you gave me."

Twilight Stared at her desk. On one side was a handful of papers to go out and on the other a virtual mountain of in papers. Most of the educational guest appearance requests, some fan mail and the occasional banter from a random lunatic against one of her magical theories that didn't know any better. "That's off the list, I want to do something for a hour maybe not two weeks and innumerable paper cuts."

Twilight moved her eyes over to her notepad she had been doodling in over the past year or so. "Not enough time to start a new picture."

Finally Twilight's gaze met the rolled up mat next to a tv. "Kinda want to try that open gundam style whatever song but It's no fun if I don't have Bonbon or Dashie here to demolish in dance off mode." Twilight stared at her reflection in the screen for a moment before realizing what she could do to occupy her time. "Eww, my hair is all frizzled." Twilight stared at her reflection in the tv screen. Hairs on her mane were jutting about and her coat was no better off. "Where did I set my brush?"

Twilight wandered into the bathroom towards the mirror and spotted her purple brush sitting behind the faucet on the sink. "Ahh there you are." Twilight walked up to the mirror and lifted the brush up with her magic. She slowly glided the soft bristles of the brush down the side of her body, the sensation being somewhat more of a turn-on than she expected. Think of something less sexy Twilight, no need to lose your composure. Twilight stared at the brush for a moment and remembered some of the lessons on proper care she got from Celestia soon after she earned her post.

"Now Twilight, I know you like to stay up and study late into the night but It's not good for your health."

"But there's so much to do, so much to learn."

"And not but one mortal life to learn it in. Twilight, your enthusiasm for learning is unmatched in any student I have ever taken on but If you continue to neglect your body's needs like this you will only shorten your lifespan."

"You mean?"

"Yes Twilight, less years to live means less you can learn."

"Oh I see. It's a math equation."

"Something like that. Also I need you to stay in sparkling condition whenever in public or at work. Somepony of your stature needs to make a impression of pride and power wherever you go."

"I ...kinda get it. I mean it's not like I stink or anything."

"No *giggle* but you do have a tendency to get you hair all matted and frizzled when you over-study or get into a panic. Ponies won't respect you unless you respect yourself."

"This Canterlot sociology stuff seems hard. I haven't read that many books on it as of late."

"You will learn it in time my dear. I promise you won't become snooty or anything like that."

"Let's hope not, last thing Equestria needs is another Blue blood."

A knock at the door snapped Twilight out of her daydream, the echos of laughing with Celestia ringing in her ears slightly. "Come in and make yourself comfortable, I will be there in a moment." Twilight quickly brushed down the last few stubborn hairs on her mane and opened the door out of the bathroom, eyes closed to announce herself. "I am arch mage Twilight Sp-"

*Gasp*

The sudden gasp made Twilight open her eyes. Standing at the door with her mouth agape was a Azure blue Unicorn with cornflower blue mane, violet eyes and wearing a purple star studded cape that covered her cutie mark partially.

"Tr-trixie Lulamoon?"

"Twilight Sparkle?"

The two ponies stood there for a moment, both in shock as to what they were seeing.

"I must have the wrong room, there's no way Celestia would appoint a magical failure like yourself Arch mage of Equestria. I must have stumbled into the janitors room by mistake" Trixie finished with a snide jerk of her head.

"Nice to see you too Trixie. When Celestia told me she was sending me a teacher I didn't know it was the one from the daycare center."

"How dare you! I'll have you know I teach 7th rank magic class."

"Pfft maybe while you're dreaming. I'm in charge of all the hiring of educational staff in Celestia's school for gifted youngsters. There's no way someone like you even got onto the list without proper credentials."

"I..I'm a substitute. I was called in from Hoofington after professor Yapes accidentally set himself on fire."

"I somehow doubt that." Twilight levitated a large binder from her work desk and turned it to the page containing schedules for every teacher for the week. "Hmm Yager, Yahord, Ahh Yapes." Twilight looked over the schedule for professor Yapes to find that a substitute number had been magically pasted over the original. "Huh substitute number five twenty-one." Twilight turned to the back of the binder to the substitute's code number appendix."Hmm here it is number five twenty one is... Trixie Lulamoon? But how? I select all the substitutes personally, there's no way you made it onto my listings."

Trixie flung her mane back and grinned at twilight sarcastically. "I was hoof chosen by Luna herself. As was I hoof chosen by Celestia to cure our little problem." Trixie unbuttoned her cape and threw it on the floor by Twilight's bed. "Shall we get to finding a cure or perish the thought, us doing the horizontal monster mash?"

Twilight huffed indignantly. "Not in a thousand years would I let you touch any intimate part of my body. You may have Luna's approval and Celestia's blessing but the books is about as far as I will tolerate you."

Trixie laid down on the rug by the door, a snide grin on her face. "Suit yourself 'Arch mage' but if you don't find a cure in the next hour or so I expect a full apology from you.. among other things."

"Don't count on it. I didn't earn this position though deceit like I know you did." Twilight pulled two books off the shelf above her desk, placing one in front of her and the other in front of Trixie. "Help me find a cure or don't, either way you're not touching this mare."

Twilight stared up at the clock on her desk. It had been just a little over a hour and well over fifty spells since Trixie had arrived. Twilight shook her head and continued to read though another spell book, doing her best to ignore Trixie's snide grin. As she turned the page another small convulsion on her backside struck, making her grit her teeth in a attempt to bear it. So far most of the spells she had cast only intensified the heat effect on her body, to the point where fanning her backside with her tail was no longer a effective option. Only five hours till I am due to leave with Celestia. I gotta find a cure in here somewhere. I can't let that haughty unicorn win.

Trixie on the other hand was having a ball. Although Twilight could make out that she too was in heat she managed to keep it under control, only fanning her backside in small bursts. Twilight stared at Trixie for a moment, expecting her to shoot another snide comment her way only get silence and a smile from the arrogant mare. It must be becuase my magic is so much stronger than hers, that must be the reason it's so much harder on me than her. Twilight tilted her head to read the next spell in her book only feel a hot rush to her neathers and blood rushing to her face. Calm down! Close your eyes, breathe deep. It wasn't working. Her body had reached it's limit and it seemed no amount of willpower could stop the inevitable.

Trixie stood up and walked up to Twilight grinning. "I see your body is finally giving out, I figured it would after your started casting like their was no tomorrow."

"Wh-what do you mean? I-I'm fine."

"Preposterous, I can smell you from the other side of the room. Even if you covered that odor up I can still tell you're in heat from your face and body language. You may think of me as some conjurer of cheap tricks but show business teaches you many useful skills, one of them is reading others."

Twilight looked into Trixie's eyes, Lying to her wasn't going to get her anywhere. "I'll...I'll be fine. It will pass." Somewhere deep inside she wanted to swallow her pride and ask her for help but her own pride as a magician was still overpowering her common sense.

"Do you want me to tell you why the heat is far more pronounced in you than me?"

Twilight breathed hard for a moment but managed to mumble a yes.

"You may be thinking that becuase you are more powerful than me that the spell you got conned into casting on yourself is effecting you much more, yes?"

Twilight nodded but kept silent.

"While it leaves a terrible taste in my mouth, the former is true but the latter is a illusion. The reason It's effecting you far more than me is twofold."

"Wh- hnnng...do y-you mean?"

"Casting spells only accelerates the spell causing the heat. I found this out a couple days ago from other students who were victim's of the same prank." Trixie walked past Twilight watching the fluid drip from her aroused sex onto the carpet. "The other reason is related to your lack of physical exercise. Trixie does calisthenics every morning so she always stays fit of mind and body. A bookworm like you is easy prey for spells that cause physical stress."

Twilight hated admitting it but Trixie was right. The busy educational schedule had left little time for proper exercise. Celestia had warned her of such things eventually coming back to bite her but she never expected it would be so soon.

"You lack physical endurance and worst of all..." Trixie gave Twilight a sharp slap on her right flank, exciting a muffled moan from the lavender mare. "You suppress parts of your nature that need training to properly contain. You are practically ready to pop just from the slightest physical contact."

Twilight could feel her body shaking, her backside wanting anything to touch it. She even contemplated telling Trixie to leave so she could relieve herself but she knew she didn't have the focus or power to enforce such a thing.

"Pitiful. I guess I will be leaving now. Oh, and just a hint" Trixie bent down and whispered softly in Twilight's ear. "Self stimulation doesn't work."

Twilight watched Trixie walk slowly towards the doors, swaying her hips seductively as she went. Twilight looked up at the clock and then back at Trixie. It was do or die, Celestia, Luna and Equestria was counting on her to be at the meeting that afternoon in case anything went wrong. She had to swallow her pride. "Tr-trixie?"

The azure mare turned to Twilight, a snide grin on her face. "Yes, Twilight?"

"I-I need your help. I want to...no, I have to make love with you. For Equestria's sake."

Trixie's grin went into a full on, if creepy, smile. "I refuse. I have better things to do with my time unless..." Trixie paused for a moment letting her refusal sink into Twilight. "Unless you beg me and agree to play by my rules."

"Why would I beg you, I could just ask Celestia for somepony from her personal harem." the mere thought of playing by Trixie's rules made Twilight feel ill.

"You could but do you think you could walk out into her day court, in front of the entire senate in your condition and tell her you need a colt or mare friend for a few hours. Knowing full well the senate chamber echos even whispers?"

Twilight pondered how she could go about requesting such a thing. Trixie was right that in her condition walking out into the senate in her condition would end her career. She could send a letter but post is blocked in the senate room unless hoof delivered. She hated to admit it but Trixie was right. She was her only available option although the mere though of making out with her sent shivers down her spine. "I...I accept your terms Trixie."

"I can't hear you Twilight" Trixie replied haughtily.

Twilight closed her eyes, taking a deep breath. "Oh great and powerful Trixie, please make love to me so you can lift this horrible spell from my body."

"Much better, Trixie will do you this favor but you will play a game with me in the process and call me master the entire time. Is that understood?"

"Y-yes great and powerful..err... Master Trixie."

"Great, now to set the rules."

Trixie's horn lit up and a large purple hole appeared in the floor in front of her. Sticking her hoof into the hole she started pulling out various objects of sexual nature. "Let's see, leg spreaders check, ball gag, leather straps, collar and chain, blindfold." Trixie continued to call out names as she rifled though the strange hole in the floor.

"Trixie...I mean, master Trixie, is that a Barabonds bottomless hole?"

Trixie pulled her head from the hole cursing under her breath. "No, Its the economy Derkkins sub-bottomless hole. Teachers salary and all. Where did I put that?" Trixie rummaged around the bottom of the hole for a few more moments. "Victory! Here it is." Trixie pulled her head out of the hole and set a black box on the bed in front of Twilight sparkle. "Go on open it, I want to see the look on your face."

Twilight lifted the silver hatch off the front of the box and slowly opened it to reveal a set of strangely arousing tools. Inside the box was a false tongue with many bristles on it, almost like a toothbrush. A short crop with leather strings that seemed to curl up randomly. A leather corset with a red linen underlay, a fairly large strap-on with the words "Mare breaker 4000M series (prototype) in silver letters across the side and what appeared to be jar filled with black goop. Twilight stared at the contents and noticed a clock looking object hanging from the lid of the box and underneath it was gold lettering that nearly made her double take. "Ultimate Submission kit prototype? You mean this..."

Trixie grinned. "Yes, it is a just like the regular one you see in stores, except this one has all the safeties except the safe word removed. The clock is a recorder, timer and score keeper all in one. Each mare has one hour to use all of the tools here to get the other one to scream the safe word 'I surrender'."

"And ...that's the rules of the game, seems easy enough."

"Oh but it isn't. You see the winner will receive a DVD containing the hour she managed to break her opponent in glorious detail to do what she wills with."

"I didn't agree to that! You could blackmail me with something like that!"

"Silence slave! Trixie was not done explaining the rules!" Twilight gulped as Trixie paced about the room. "The recording on the DVD creates a magical contract of sorts. The loser has the option to erase the recording if she submits to being at the winners beck and call at night for the next three days." Trixie walked up to Twilight and whispered in her ear. "See I'm the sporting type. If you lose I just humiliate you privately for a few days but if you win you could hold that recording above my head until I submit to you. Just remember this: If I win and you refuse to be my slave I will send this to your..." Trixie moved closer. "Entire." Trixie moved closer, this time breathing heavily on Twilight's neck. "Family."

Twilight's face went pale. The mere thought of that recoding being sent to her parents, brother and extended family made her sick to her stomach. Something like that could ruin her for life, it was almost as if the game was designed to force one into sexual servitude. On the other hoof she could beat Trixie at her own game and make her agree to leave her alone for good. "I...I accept your challenge."

"Good sport, now stand up on the bed facing the headboard."

Twilight did as she was told with some apprehension. All I have to do is hold out for a hour, then I can figure out what to do then. Twilight faced the headboard of her bed, glancing occasionally at Trixie as she wrapped twin leather straps around her front legs.

"Spread your back legs a bit."

Twilight spread her back legs as told but only slightly.

"Apprehensive are we? Good that will make defeating you all the easier." Trixie wrapped two silk straps around Twilight's back legs and pushed the aluminum spread bar into place. "Stage two would be fine starting out." Trixie adjusted the bar to spread Twilight's back legs to six inches. "Perfect, I don't want you swinging from the ceiling screaming my name just yet." Trixie's horn lit up and Twilight felt the tug at her front legs. Slowly they lifted into the air above her head, the ends of the straps sticking to the ceiling firmly.

"This hurts a little Trixie. The straps are a little short."

"This room does have a higher ceiling than the teachers quarters but honestly Twilight that little stretching pain is going to be the least of your worries in a moment."

"What do you mean by that Tri-" Twilight quickly found a ball gag in her mouth and the straps holding it in being wrapped around her horn and tied behind her neck. "Ruht da wrell?"

"Don't want you casting any protective spells now. Don't worry the sensors can detect the safe word through that gag."

Twilight's tried to push magic though her horn only to find it only sending small sparks out the tip.

"See what I mean? You are completely at my mercy but don't worry I'll make sure to break you quickly so we both get back to normal." Trixie pressed a red button on the clock, starting the one hour countdown before walking over to Twilight and whispering in here ear. "By the way, this device also counts orgasms for each pony. In the event neither of us surrenders the pony with the higher score loses."

Twilight's eyes went wide in horror. There's no way I can win, she duped me the arrogant little... Twilight's train of thought was broken by something small and stringy being dragged down her right leg. Twilight turned her head slowly to find a crop with what looked like leather strings on the end being dragged down her right foreleg and down her side. As she watched the strings slowly began to sink into her coat and then with a cold feeling, sunk into her skin. Trixie continued to pull the crop along her body and Twilight could feel the strings just under her skin tickling her muscles. The crop slowly inched towards her backside until she could feel it just under her cutie mark.

"You may...never mind I want this to be a surprise." Trixie pulled on the crop hard, pulling it out but snapping the strings on it.

"Rraaammmppp" Twilight yelped, her backside stung slightly but a feeling of coldness seemed to throb from just underneath her cutie mark. She looked back at what looked like a broken crop only to find the leather straps on the end growing back. "hhrmm?"

Trixie ignored Twilight's questioning glance and began whipping the crop across Twilight's flanks as hard as she could.

"RRhhmmp! Hnnnp! errrhmhmhm!" Each swing stung more than the last.

*Wrik* *Snap* Kish*

Trixie had upper her pace, wailing into Twilight's backside.

"HHRRMMMPPP!" Twilight could barely catch her breath after every hit. She could taste the rubber being peeled off from the gag into her mouth as she bit down on it. Oddly enough though the pain seemed to diminish with each successive swing. Her backside still hurt but instead of a painful way it felt more like it was tightening up, the cold sensation from earlier prevailed most of her backside, numbing the pain. Twilight looked back at her flanks to also find there was no abrasions where the crop had struck.

"A bit more I think" Trixie swung the crop a couple more times with only a slight wince from Twilight. "Seems she's ready. Crop, activate phase two."

The coldness that prevailed through her backside subsided, replaced by a tingling warm feeling that seemed to be moving slowly towards her sex.

"A small demonstration before I finish." Trixie blew a small breeze from her lips onto Twilight's neathers.

Twilight's entire body quivered, her flanks flexed and she could even feel her sex twitch wildly from the sensation.

"My, my Twilight, you're winking at me just from that? I can't wait to see what a direct hit will do."

Twilight turned her head to watch Trixie line up a direct swing to her sex. In panic she shook her head no but it was too late. Trixie took the shot from a downward angle and the strap collided with Twilight's vagina.

"RRRHHHMMMPPP!!!!" The ball gag barely contained her screams, her body shaking violently from the collision. Despite the hit nearly making her climax, Twilight focused her willpower in a effort to keep control over her body.

"Stronger than I thought. The magic in this crop mimics Succubi poison, most mares climax after the first direct hit." Trixie adjusted the spreader bar another inch before taunting Twilight with the straps against her dripping wet sex. "The straps turn into the poison when broken, numbing the pain to give a false sense of security but then whamo. The mare goes from barely any sense of touch at all to intensified sense of touch. Really quite ingenious, don't you agree?" Trixie ran the straps over Twilight's sex, making sure to prod the shaft slightly across her sex.

"mmmhhhnnnn" Twilight could barely contain the moan as Trixie ran the straps across her folds, teasing her.

"Another hit should do it. I'm eight minutes in and nothing on the scoreboard, most mares give up three points by now. You're tougher than I realized." Trixie lifted the crop high into the air and swung down with all her might, snapping the handle with a sickening crack.

"Hrrrmmp...hmmmp, hrrrmmpppnnppp!" The sensation was nearly indescribable. Both pain and pleasure mixed together in a blur of emotion. Twilight couldn't fight it, her body had reached the limits of what it could endure. Her entire body shook violently, she could feel her legs trying to kick wildly in random directions. Her entire backside felt electric, she could feel her muscles contract and expand rapidly, as if begging for more.

"Hmmm I'll have to replace this later." Trixie stared at her work for a moment, watching the fluids from Twilight drip onto the blankets below. "I think that was a okay start, but only a single orgasm from all of that?" Trixie stared at the counter on the floor that indeed read one to zero with Trixie in the lead. "Could of swore you would have given up by now but this lets me test things I rarely get to use." Trixie put the broken half's of the crop back into the case and lifted the corset with red linen underlay out, hovering it above Twilight's back.

"Rmmmn bnot phat gyou knrow."

"Oh, this has nothing to do with weight but first let me get that gag out of your mouth. Not hearing the full screams of your ecstasy is boring." Trixie strapped the corset loosely around Twilight's midsection and undid the small buckle behind her head. The ball fell on top of the pillow but the straps around Twilight's horn remained. Picking up the gag with her magic Trixie examined it before setting it next to the case beside the bed. "You bit hard into that gag, I can see the deep teeth marks all though it. I'm sure that's how you endured the crop so well." Trixie pulled one of the corset strings out over Twilight's left flank and then another over her right.

"I hope this isn't as painful as the last one. I'm willing to try many things but...you are one kinky bitch."

"Silence please. You can go about critiquing my methods after I win" Trixie interjected, cutting Twilight off. "Now which string was it again?" Trixie pulled a small instruction booklet out of the case on the floor.

"I thought you knew how all of these worked" Twilight asked sarcastically.

"I do but some of them you have to be careful with. As much as I love seeing you defeated and humiliated, i would never go as far as seriously injuring you." Trixie turned the page, read a few passages and then stared at the left string of the corset. "I may hate your guts but I must be prudent with you, if you feel any kind of ripping pain yell for me to stop."

" Hmmp. Like you actually care about anyponies health but your own. And what do you mean by ripping pain, what is this thing for?"

"You will find out soon enough but I am dead serious on you telling me to stop. You may have the magical ability of a earth pony janitor and I may hate your guts, It's doesn't mean I'm monstrous enough to seriously harm you."

"Fine. let's get this over with."

"Good girl. Now Close your eyes and focus, the second you feel too tight or any pain, tell me." Trixie grabbed onto the left string on the corset and began to pull until a number appeared above the hold the string was coming from.

Twilight watched over her shoulder as a blue number one appeared just above the left string hole of the corset. she watched as two more blue numbers in sequential order appeared on the string and the corset itself. At the number four the numbers changed from blue to purple. Twilight couldn't seem to make heads or tails of what the numbers meant until the numbers slid past the six mark and into the red seven. Twilight could feel something inside of her, rubbing and contracting but it felt like it was in her midsection.

"Feel anything?" Trixie asked as she pulled the string until the top of the eight was visible.

"Nothing aside from a weird, I dunno, squeezing sensation in my midsection."

Trixie pulled until the number eight was fully visible and the effect on Twilight was apparent. "What does that feel like?"

Twilight could feel her sex tightening up from the inside out, as if somepony was trying to vacuum pack her vaginal tract. "I feel, kinda tight back there. Does this thing do what I think it does?"

Trixie continued to pull slowly on the string until the nine was mostly visible on the string when she heard twilight groan. "There?"

"It doesn't hurt but I can feel both sides rubbing each other. I think that's as far as It goes."

Trixie gave a sly wink and pulled the string till the number nine locked in place, much to Twilight's discomfort.

"Hey, that...well It doesn't hurt but it feels like my entire backside is suddenly made of stone."

Trixie giggled to herself. "By the time I'm done with you it will be as soft as putty. Or was the saying putty in my hooves?" Trixie put both front hooves on Twilight's flanks and casually brushed her tail out of the way. "Let's tests the waters shall we?" Trixie inched ever so closely to Twilight's sex until her breathing started to make Twilight flinch.

"Will you get on with it already, you only have so much time to be dramatic about all this." Twilight could see the cockeyed look she was getting from Trixie over her shoulder.

"Mare breaking is a art and I still have over forty minutes to make you beg for mercy." Trixie brushed her hair out of the way and slowly moved inward until her tongue touched the outside of her folds. She slowly licked left and then right, avoiding penetration but putting just enough pressure to get low moans from Twilight. Should probably test how much room I have, don't want to use Zebranskis hundred tongues if I can't fit it all in. Trixie continued to lick left and right, slowly adding more pressure until she found the point where it was all or nothing. Looking up she noticed Twilight was already panting lightly. "May want to close your mouth for this one."

Trixie wrapped her forelegs around Twilight's back legs to brace herself properly and slowly pushed on the lavender mares sex with her tongue. She pushed harder in harder until she managed to slip her entire tongue into her sex.

"Nyyaaa!" Twilight yelped as Trixie managed to make her way into her innards. I was right! This corset doesn't squeeze the body by contracts the vaginal tract. This isn't good.

Trixie on the other hoof was busy enjoying herself inside Twilight's neathers, her entire tongue buried deep inside her. I can taste magic practically everywhere in here. Maybe she's not a teachers pet after all. Trixie moved her tongue around inside Twilight, rubbing against both sides in a attempt to judge how much room she had to work with. Ignoring the moans of pleasure coming from Twilight, Trixie oriented her tongue horizontally. Maybe two inches horizontally and three-ish vertically, not much room but enough to break her. But first...

Twilight tried to control her breathing as Trixie explored her innards. Trixie may have been a snooty, arrogant and straight up bitch in her eyes but one thing was certain: She was experienced at this particular exercise. Underestimating her would be dangerous and unwise of her in this position. Her body was completely unaccustomed to these kinds of sensations and it showed, each stroke from Trixie was bringing her closer to climax. Maybe if I adjust my body a tad. Twilight examined the straps holding her to the ceiling, pulling down on them to see if they had any give.

"Nyaaa!" She had to hurry, Trixie was getting more aggressive in with her tongue, the last hit just barely glancing a sensitive spot. Twilight pulled hard on the straps but they didn't give more than a inch at most. Gritting her teeth as Trixie glanced another spot she turned her attention to the spreader bar on her back legs. No, less than a inch either way. Not enough to aim her away from anything sensitive.

"Ah,,,he...ahhhh." Trixie found her G-spot and was hitting it voraciously, over and over again. Have to think of a solution quickly! Twilight watched her flanks ripple slightly as Trixie went full bore into her backside. Gotta...get her...off center. maybe if I... Twilight leaned hard to the right and sure enough Trixie lost her place, her tongue slipping out slightly. This didn't stop Trixie however as she recovered and quickly found Twilight's G-spot again. I can't stop her but I can delay her. Twilight leaned hard right again and then immediately leaned left, throwing Trixie off balance and off her backside entirely.

Trixie staggered to her feet wiping her chin. "Trixie knows what you are up to Twilight Sparkle. Trying to keep me from that spot is pointless."

"I don't know what you are talking about Trixie, It's not my fault if you're a klutz." Twilight replied snidely.

"Trash talk all you want. You just made things much worse for yourself by resisting." Trixie's horn lit up and a blue burst of light struck the straps holding Twilight up. Twilight fell face first into her pillow. As she tried to get up the straps wrapped around her forelegs, securing them firmly behind her back. The straps didn't stop there, two extra ones came from the corset itself, holding her legs in place so she couldn't sway her backside.

I can still move my front, I can sway her off that...way? The straps binding her front legs together shot around and under the bed, holding her body firmly in place on the blankets. Twilight tried to move only to have the straps pull down tighter on her body. "I...I can't move." Twilight struggled in her bonds only to have them pull so tight that she couldn't even move them a inch. One last strap shot from the corset, pulling her tail back and lifting her backside high in the air as it attached to the ceiling. This isn't good, my body has no give!

"Much better, now to put another point on that scoreboard." Trixie wrapped her legs around Twilight's back legs and eased her tongue back into her Twilight's neathers. Instead of a slow caressing strokes like before instead she bored into Twilight's backside like a fat filly on cake. So much easier to hit that spot this way and the taste is just fabulous. Trixie quickly found Twilight's G-spot again and pushing most of her body weight onto Twilight as she ate her out.

"Hnnnnggg aahhh!" Twilight's body rocked slightly as Trixie's tongue rhythmically hit her G-spot. Can't move, gotta think. Gotta waste time on that clock. Twilight tried to move her body but to no avail, the straps were only squeezing her body tighter the more she struggled. This...gnah...isn't g-good. Her...oh... body weight is only making it...worse. Twilight gritted her teeth by she knew it was in vain, he mind was sharp but her body unwilling. Think of anything but what you're feeling. Twilight started to run mathematical equations in her head and surely enough the impact of Trixie's tongue action seemed reduced. Good, now one to the eighteenth powERR!!! A sharp pain on her flanks broke her train of thought, looking back she noticed Trixie was spanking her flank just above her cutie mark.

Trixie lifted Twilight's rump straight into the air, slapping her flank's as she ravaged her backside.

"N-no, st-stop naaaha!" Twilight's mind math wasn't working, the pain on her flanks kept breaking her concentration. "Nyaa, ha ha hnnmmm.. no...no more." Her body was giving out, the only thing her mind could comprehend was how good it felt to have Trixie eating her neathers.

This wasn't lost on Trixie, she plunged her tongue like a sword into Twilight's backside, rapidly lashing her G-spot like her tongue was that of a snake. The reaction from the lavender mare was no longer of half hearted resistance but of blissful moaning and screaming.

"YES! Right THERE! So good! M-more! Eat me, Trixie!"

Trixie pushed one more time as hard as she could onto Twilight's backside. The lavender mares body started to shake in fits and Trixie found her muzzle covered completely by a surge of fluids from Twilight's neathers.

"Oh...oooohhh... Celestia ...yeessss." Twilight's legs kicked a few times despite being held tightly in place by her bonds.

Trixie magicked a cloth into existence in front of her and began to clean off her muzzle. Staring triumphantly down at Twilight as she still shook from her high, Trixie couldn't help but have broad grin on her face. " 'Eat me, Trixie' hmm, Twilight Sparkle?"

Twilight's face went beat red. "I- umm." Twilight seemed lost for words, anything she could say would feel like a lie. "It was the heat of the moment, I would never say such a thing with a sane mind." She knew it was a lie the moment she blurted it out but her pride demanded that she defend herself. Even if it meant she was the only pony being fooled. Somewhere deep inside she actually enjoyed the strange S&M thing Trixie seemed so experienced at.

"Say what you like, but my great and powerful ears heard you scream my name in ecstasy. The only pony you are fooling is yourself." Trixie bent down and picked up the next object with her hooves, holding it up for Twilight to examine. "This little gadget is called 'Zebranskis hundred tongues' It was invented by a scholar in sixteen hundred CY that needed something to dominate his lovers. This version is far more potent than the original and like everything in this case does not have a safety built in."

Twilight stared at the object for a moment, It was nothing more than a leather tongue cover riddled with small bristles all over its surface area. Small metallic claps where on the end of each side. Twilight couldn't put her hoof on it but she thought she had read a description of this item on the banned magical sales act at some point. Twilight racked her mind trying to figure out exactly what Trixie was going to use on her when her mind just clicked. "Hey! That's a class one restricted magical item! You can't use that on me, It's dangerous!"

"I know, there have been cases where it drove mares temporarily insane with pleasure. The average time for it to do that is well over thirty minutes and seeing as I only have twenty-five left, it's quite safe." Trixie busied herself adjusting the object in her mouth as Twilight stared at her in fear.

I remember reading horror stories about that thing. it creates a near endless orgasm for as long as it remains inserted. Twilight contemplated just surrendering, despite her curiosity for what a constant orgasm would feel like, it wasn't worth temporary insanity or even the possibility of that affect. "Trixie can I talk you out of using that? I- I promise I won't use it on you come my turn."

Trixie finished adjusting the object into her mouth. "You never get used to fitting those metal clamps on the side in your mouth. As for you request for mercy, denied. Unless of course you want to surrender now."

Twilight knew the tone of voice Trixie was using. There wasn't any way she was going to be able to get out of this short of becoming her pet. Maybe I can endure it. Twilight struggled against her bonds, checking to see what kind of stamina reserves she had left. Feels like I ran a mile, but I still don't feel very tired. She must have been going easy on me until now.

"I see you have made decision. What will it be? Surrender or loss by point's?"

Twilight smiled slyly at Trixie. "Neither. By the time this is over you will be calling me master."

Trixie growled angrily at Twilight. "Such impudence! You will regret those words, Twilight Sparkle!" Trixie grasped Twilight's backside and began to aggressively lick her folds as if she was some kind of lavender lollipop.

Twilight couldn't seem to make sense of this device Trixie was using. The bristles and leather rubbing on her backside wasn't exactly pleasurable, nor were the bristles rigid enough to inflict any kind of pain. The only thing she could possibly draw a comparative feeling with was maybe a soft tooth brush of some kind. As useful as a vaginal toothbrush would seem for hygiene, it didn't exactly do the job as a sex toy. "Seriously Trixie? Are you trying to make my vaginal tract minty fresh or something? Did you raid Colgate's stash for this?"

Trixie went about her business, ignoring the banter from Twilight.

Twilight looked away from Trixie, contemplating whether or not the toy worked. Oh well, at least this way she gets less points. Hopefully she doesn't notice it isn't working until the time runs out. Twilight's line of thought was broken by a rough insertion of the leather tongue into her body. "Hnng." If the feeling outside her body was annoying, the inside almost felt like sandpaper, as if Trixie were trying to polish her insides. No worries, even if she hits my G-spot again the weirdness of it won't do her any good, at least not with sandpaper tongue.

Twilight turned her head to stare at the clock, noting it only had Twenty minutes left. "Are you done back there? Sandpaper inside me isn't exactly comfortable."

Trixie ignored Twilight, continuing to push deeper inside.

Slowly the feeling of sandpaper was being replaced by one that felt like something squirming inside her. At first it felt something akin to a feather duster, kinda tickled but in a light way. However, this was soon replaced by a feeling like there was more than one mares tongue inside her. At first it didn't seem like much, the spare was just randomly lashing about on one side but soon she started to feel more of them appearing inside her. Two, four, seven, thirteen, it was becoming hard to keep track of all of them. On top of their combined efforts starting to take their toll on her stamina, Trixie knocked the spreader bar out, pushing her backside firmly into the bed.

Trixie pulled her tongue out of Twilight's backside, the metal clamps attaching themselves to Twilight's folds. Trixie busied herself with the case on the floor while the magical apparatus continued to work of its own accord.

Twilight winced at the pinching of her folds but the overwhelming sensation coming from inside her quickly drowned it out. Every square inch on her sex was on fire. Dozens upon dozens of small tongues filling every square inch inside her, each with getting better at massaging her insides. "Ah, he, ha, hnnmmm." Twilight couldn't help but moan aloud, every single nerve ending inside her sex was being lashed violently but what seemed to be well over fifty small tongues. Each one seemed to adjust to her body shape as well, punishing her if she tried to adjust her backside to negate the feeling and rewarding her with smooth broad lashes when she stayed still.

Trixie on the other hoof was busy strapping the Mare Breaker four thousand M onto her body, of which Twilight seemed blissfully unaware of. Trixie finished putting on the toy and looked down at the panting, moaning lavender mare below her. Trixie contemplated whether or not the slightly pointed strap-on was overkill or not, the mare below her was already defeated and the counter was steadily rising in her favor. She looks so happy, almost as if she stopped fighting it and just went with the flow. maybe I should...no, I must leave no options unused. I must dominate her, not make love to her.

Trixie maneuvered herself just above Twilight's body. She knew what had to be done but kept having second guesses. She looks so happy, It's apparent I have already won, judging by the score but is absolutely breaking her really worth it? Trixie stood, unnoticed by the drooling and moaning lavender mare below her, the strap-on just barely brushing against her tail. Best get on with it. Trixie leaned over Twilight and nibbled on her ear to grab her attention. The lavender mare turned and stared into Trixie's eyes. Her eyes had a dull, listless look to them, as if she was too absorbed in the pleasure to care about anything else. Only after Trixie rested the Mare breaker between her flanks did Twilight fully grasp what was going to happen.

"Ummmpp, Is that NNhhmm, for me?" Twilight asked, barely holding back her moans.

Trixie was taken aback, this was no longer just angry sex to Twilight but full on love. Keep it together girl. You don't love this mare and she can't stand you. She's your greatest rival and needs to be broken. Despite her attempts to harden her resolve, Twilight's stare of blissful lust kept her from pulling the "other" corset string. Why am I hesitating?

Twilight stared at Trixie expectantly. "What are you waiting for?"

What was she waiting for, Trixie thought to herself. She only had maybe thirteen minutes on the clock at most. Trixie bent down over Twilight and whispered in her ear. "Twilight, prepare your anus." Trixie bit down on Twilight's mane for leverage and slowly pushed her hips into Twilight's anus.

Twilight panted and winched in pain as the toy slowly filled her rectal cavity up. "Trixie, this hurts a bit. I don't think it will fit."

Trixie could see why Twilight would complain. Indeed, Twilight's backside was very tight. "It will fit darling, I just have to activate the lubrication system." Trixie muttered a few words under her breath and the toy below began to secrete a clear substance and spin slowly, like a drill.

Trixie felt her hips collide softly with Twilight's backside, she had managed to take the entire length inside her. She slowly lifted the toy out a couple inches before slowly pushing it in again.

At first, Twilight seemed overloaded with sensation's. The the slow humps from Trixie only managed to get wide mouthed dry moans from her. Each thrust looked as if it was taking a heavy toll on Twilight's body. Trixie pulled out slowly, then pushed back in again.

"Unpf" Twilight squealed.

Trixie thrust again.

"Hnnmmp!" Twilight seemed to take that thrust in stride. "O-one more time, I think I can handle it."

Trixie pushed in one more time.

"T-hat's good, but can you pick up the pace a little."

Trixie obliged, rhythmically thrusting in and out, the sound of colliding flanks and moaning echoing around the room. Trixie continued to pound harder and much to her surprise Twilight was taking it in stride. I don't get it. She should be screaming for mercy by now. Trixie increased her pace again but as she looked at the clock, the score was going up slower than before. Only eight minutes left. I have to think of something. Trixie stared at Twilight and then back at the case, she had exhausted all options save one; the black jar of goop. No, not enough time left for that, If time goes over and it's still active then I would be in deep water. Trixie suddenly caught something out of the corner of her eye, a spark had flown off the top of Twilight's horn.

"Bingo." Trixie removed the straps covering Twilight's horn and ran her tongue up the back of it.

"N-not there, too much!" Twilight yelped.

Jackpot Trixie thought as she began to deep-throat Twilight's horn.

"Not there, it's too dangerous."

Trixie ignored Twilight's warning, continuing to roll her tongue around the circumference of Twilight's horn.

I have her right where I want her Thought Trixie.

I have her right where I want her Twilight grinned as she started to pump magic through her liberated horn.

Trixie felt a tingling sensation in her mouth. I had something of a electric minty taste to it. I horngasm already? She must be sensitive here. Trixie continued to bob vigorously on Twilight's horn, sucking in the magic as she went. Every bit is laced with magic, it's like her backside but much stronger.

A sly grin appeared on Twilight's face. Just a little bit more and...

A sudden surge of magical energy flowed from Twilight's horn into Trixie's mouth. Before she could pull away she managed to swallow a sizable amount of Twilight's power, nearly choking her.

*Cough*

*Cough*

Trixie pulled away, hacking and gasping for air, fibers of magical energy dissipating from her lips. "My oh my, Twilight Sparkle. Such a strong horngasm from such a small unicorn, I think you may have even scorched some teeth there."
Trixie looked at the clock, only five minutes remained. "Sorry about this discomfort but I like a clean win." Trixie's horn lit up and enveloped her body in a faint blue glow. Trixie removed the mare breaker from Twilight's backside, as well as the leather tongue from her neathers.

Twilight looked back, a bemused smile on her face. "Getting desperate Trixie?"

"Oh, I'm not done with you. You will submit. You will be my personal plaything." The device strapped to Trixie's waist began to grow in size, sprouting studs all along the length. "Me and my 'little' friend here will make you regret that attitude." Trixie grabbed Twilight by her front legs and rolled her over, spreading her legs wide into the air. "No mare I have ever met managed to go more than a ninety second with this thing. I hope you are prepared to lose." Trixie plunged her titanic strap-on like a spear into Twilight's vagina, eliciting a yelp from the bound mare.

Only a yelp? Trixie began thrusting as hard and fast as she possibly could into Twilight Sparkle, her thrusts like that of train piston.

Twilight just laid there blushing. Only little moans came from her, despite being pounded so hard that her queen size bed was shaking.

"How..*pant*.. can..*pant*...you not...*pant* be..screaming." Trixie activated the spinning mechanism in the strap-on only to get a minor increase of breathing from Twilight. "But..but....how?" Trixie couldn't figure it out, she was ramming Twilight with everything she had yet she almost looked bored.

"Game, set and match,Trixie." Twilight beamed.

*Bzzzzztt* the alarm went off on the clock. The scoreboard blinking seventeen in Trixie's favor.

"I at least have sizable lead." Trixie pulled herself out of Twilight just as her bonds started to loosen. With any luck she will be too worn out to do anything. Twilight lifted Trixie off the bed and began to remove the straps and corset from her body.

"That was ...educational but aside from the whole crop thing, really easy to counter." Twilight hopped off the bed, pulling the blanket and sheets of with her magic. "Allow me to get fresh sheets before I get my turn." Twilight tossed the soaked blankets and linen into a basket and pulled a fresh sheet from the closet on the other side of the room. "The maid ponies would have a hissy fit if the bed itself got soaked. 'Mare in heat' smell is rather hard to get rid of." Twilight spread the sheet over the bed, making sure to tuck each end in tightly before giving a nodding gesture for Trixie to hop up.

Trixie removed the strap-on and begrudgingly jumped on the bed. "So, now that you know what most of those tools do can I expect you to try and replicate the results?"

"You'll see. I plan to be done with you in less than ten minutes."

"Preposterous! There's no way a pony like you with no experience could break the great and powerful Trixie in ten hours let alone ten minutes."

"Believe what you want." Twilight fired up her horn and the straps began to wrap tightly around Trixie's forelegs and horn, binding her legs beneath her.

Trixie's face hit the soft down pillow below, her rear in the air as the straps squeezed her forelegs tightly against her belly. " Seems to me you're just going to copycat everything I did to you. Well it won't work, I have used every one of those objects in that case on myself..."

"Except the one in the black jar and all of them at once?"

"But how did you?"

"Licking another unicorns horn, especially one well versed in magic is a bad idea." Twilight winked at Trixie but only managed to get a disgusted glare in return. "Don't be such a party pooper. It's only fair that I get to have fun while I break you in." Twilight positioned herself just behind Trixie, her horn aimed at her sex. "You were right to an extent Trixie. I will be copying." Twilight Thrust her horn in between Trixie folds with authority, eliciting a squeal of surprise from her.

"I..I didn't do that to you!"

Twilight ignored Trixie's protests and started to move magic through her horn. "let's see, isolate that hormone, increase neuron sensitivity and connect the spell to the power she swallowed."

"What are you doing back there? If you are going to horn fuck me at least have the courtesy to be good at it. At the very least I want to cum once."

Twilight pushed in deeper while turning her head. "Set the delay for one minute and the timescale to one-sixth annnnd done." Twilight pulled her horn out of Trixie's back end, much to the displeasure of Trixie.

"What? Got cold hooves already or is your plan to leave Trixie hanging?"

"Trixie, have you ever heard the saying 'karma's a bitch' by chance?"

"Trixie does not believe in that non-sense."

"How to explain what is about to happen to you. hnmmmmm." Twilight scratched the back of her mane. "Trixie, do you know what oxytocin is?"

"I am not familiar with it, no."

"Well it's a hormone that gives the pleasurable feeling in the aftermath of a climax as well as making sure multiple climaxes do not happen back to back. A 'rest period timer' if you will."

"Spare Trixie the details. What does that have to do with this?"

"Oh, I shut part of that hormone off in your body for the next nine minutes. The exact opposite of what I did to my own body once you put that toy around you waist."

"So what you are saying is..." Trixie's train of through was interrupted by a something running down her flank and then snapping off painfully. "What as that?" Another sharp pain, this time on the other side, quickly replaced by a cold feeling under her skin. "That felts like the crop but it's broken and you're not using it!?"

"Oh I see the spell worked."

"Guhk!" Trixie felt a flurry of lashes on her backside in a near identical pattern to what she did to Twilight just a hour ago. "What Nyyyaaa...did you...do...to Trixie?"

"Oh, not much. Just the emotional re-verb spell and turning off the inter orgasm timer from your oxytocin."

"Trixie could barely make out what Twilight was saying. A tightened feeling in her sex followed by what felt like a hundred squirming tongues inside made her ears ring. "Guh! Where did You learn such a spell? It's Nnhhhyyyaaaa not in any book I've ever r-read."

"I should hope not, It's in the restricted archives a that only me and the royal family have access to." Twilight absent minded scratched behind her ear, enjoying how quickly the score for Trixie was climbing. "To put it in a way you can understand, everything you did to me has been compressed into a ten minute time frame. You will experience everything that you did to me plus whatever I can think of every ten minutes for the next hour. Since your body no longer has a orgasm 'in between' timer...well.."

"Guh, what! This is cheating I, AHHHHNNNNGG" Trixie felt a large object enter her anus followed by a even larger studded object plowing her sex. "Tw-twilight t-turn this off!" Trixie could hardly catch her breath between each thrust.

Twilight bent down to examine the black jar of goop. Picking it up she noticed a warning on the back label. "Five minutes, maximum eh. I wonder why?" Twilight touched the top of the jar with her horn, her magic probing the goops true nature.

"Gnnn... don't you...d-dare ha ha, open that." Trixie entire body felt like putty, the constant orgasms with no reprieve was quickly draining her of any resolve she had left. Staring at the clock she realized the horrible truth; it had only been five minutes and already she had four points on the board. I can't let her beat me like this. Trixie squeezed her backside as hard as she could and strangely it relieved her. Well, it's something. I can still feel everything but it's muffled as long as I can keep it this way.

Twilight sat up, holding the jar in her hooves. "So, can I ask you how you got a hold of yet another restricted sexual aid? Cthulhu's arms is not exactly what I would call an easy find." Twilight slowly began to unscrew the lid, reading the instructions as she did. "So, I wonder If you will give up when I use this on you" she said with a devious grin on her face.

"Don't d-do it!"

"I know what a Cthulhu's arms is capable of. You don't want to feel the beast fill every orifice of your body? Ramming both holes with exceptional size. Pounding you so hard that you can't even catch your breath. Don't you want it?" Twilight walked toward Trixie, slowly unscrewing the lid with her magic as it floated alongside her. "I hear the orgasm they produce is to die for..."

Trixie's heart was racing, cold sweat dropping down her face. It was true that it gave a orgasm no other creature could ever get but being used by an amateur was risky business. If Twilight failed to contain the beast back in the jar after five minutes, it could very well kill her. "Tw-twilight, I implore you not to try and use that thing. Only Trixie knows it's weak points to keep it under control."

Twilight walked toward Trixie, swaying her hips seductively. "You planned on using this on me, so I plan to return the favor." Twilight opened the top of the lid.

Trixie closed her eyes, she could imagine what was next. Large tentacles sprouting from every direction. Sucking her horn, ravaging her backside and nearly choking her as they went down her throat. I never used that , never. So why would Twilight be so heartless. Trixie braced herself for impact, an impact that oddly never came. Trixie opened her eyes and looked at the jar, a sign in gold read "just kidding" popped out of the opening on a spring. looking back she noticed Twilight opening a portal, the black jar floating by her side.

"Tr-trixie thought you were going to use that on her. Why did you change your mind? Victory would have certainly been yours if you had."

"Some victories are not worth the costs Trixie. If I let this thing loose on you there was a possibility of it killing you. Even if I was at full power or knew the counter-spell to this thing, it still wouldn't be worth that kind of risk." Twilight tossed the jar into the portal and walked over to Trixie, the portal closing with a snap behind her.

"Wh-what did you just do?"

Twilight nuzzled Trixie, much to her surprise. "I sent it back to its home dimension, where it can do no harm." Twilight stepped back and shocked Trixie on her backside with her horn.

"Ow, what did you..." Trixie didn't need to finish the sentence. All the sensation's she was previously failing to control from her backside faded. Trixie found that she could move her front legs freely again, as the spell disengaged her bonds as well."But why, certainly you would lose." Trixie glanced at the clock again. Eleven points in Twilight's favor, six short of a tie and seven short of a clear winner. "Trixie does not understand, you had me..."

Twilight dove on top of Trixie, knocking her onto her back on the bed. Before Trixie could object she found Twilight's tongue playing hockey with her own, her sex grinding up against her own. Trixie pushed Twilight away, gasping for air. " Trixie does not understand."

"I was monitoring your vitals as the spell took it's toll, you may be able to dish it out but your body, or anyponies body cannot take that level of stimulation for long periods of time." Twilight grinded her sex up against Trixie's getting a minor moan of approval from her. "It was too dangerous to keep it up any longer so I opted to beat you the old fashioned way." Twilight nibbled passionately on Trixie ear, whispering as she did. "Even if I lose, this way we both still win." Twilight ran her tongue up and down Trixie's neck, occasionally pecking the confused mare.

I don't get it. She could have won this contest with ease but chose mercy instead. Trixie didn't have a description for the emotions she was feeling. Was it guilt she was feeling? All the tortures she put on Twilight's body and yet she still wanted to play fair. Could the feeling she had be...respect, even love? She tried to consolidate her emotions but one thing was clear, she could have easily lost, she had to do the right thing.

"Twilight?"

"Yes?"

"I- I surrender."

The clock above buzzed and a recording of the sexual events popped out the side.

"I guess this means Trixie will be at your beck and call for the next few nights."

Twilight smiled and shot a burst of energy from her horn at the recording, shattering it into small purple and blue sparks. "No, you choose if you want to do that or not."

Trixie finally figured out what that emotion she was feeling; it was love. All her grandstanding, her mockery, her arrogance seemed pointless now. She had tried to break twilight only to receive a kindness she knew she didn't deserve. Maybe letting twilight win could help her change her ways. "Twilight?"

"Yes?"

"Could you...finish me off? It's been so long since I had any you know, soft like sex."

Twilight giggled. "Sure, we got plenty of time. I know just the spell too."

Trixie watched as Twilight's horn glowed a bright purple. Trixie felt something thick and pulsating moving up her midsection. when she looked down she noticed that Twilight had grown herself an averaged sized member.

"It's a modified futanari spell I learned from Lyra Heartstrings. It's powered by magic so there is no worry of any 'accidents'. "
Twilight ran her tongue up Trixie's neck, pecking it occasionally. "It's not too big is it?"

"What do you take Trixie for? A virgin?" Trixie stroked the side of Twilight's member with her hoof, teasing the tip. "It's not the size, it's how you use it." Trixie lifted her back legs up and wrapped them around Twilight's waist. "Go easy at first. I always wondered what it felt like to take it slow."

Twilight lifted her flanks into the air and began to massage Trixie's folds with her member, slowly gliding it along the entire length of her girth.

Trixie's face was flushed with blood, the sensation of another rubbing her slowly had been something she hadn't experienced in a long time. She wondered if just outer play like this felt so good, then what would penetration feel like? "Hnmmm." Trixie moaned as Twilight ran her girth across her sex, rubbing up against her clitoris. "P-prod me, Twilight."

Twilight smiled and pressed her member up against Trixie's sex, gently spreading her folds apart.

"Hmmnmmm." Trixie felt pressure on her sex but not of the rough forceful kind she was used to but more like a gentle firm pressure from somepony being very careful not to be harsh. "This feels...so alien to me Twilight. It's almost as if I'm making love for the first time." Maybe I am making love for the first time. looking back Trixie used to treat sex as just a game. A game of winners and losers, of the dominated and the submissive. This on the other hoof felt warm, like there was no competition, just ponies doing what was natural. "Can you put it in? Slowly?"

*gasp*

Trixie body felt electric. Twilight's magical member was rubbing against her walls, gently gliding along as if there was no resistance at all. "Twi- Twilight, that feels amazing. Have you done this before?"

"Yes, I used to have wild flings with Spitfire of the Wonderbolts. She was never all that serious but she enjoyed this trick all the same." Twilight pushed slowly until she felt her tip bottom out. Looking down at her girth she tried to make out measurements. hmm about eighty percent in, which means Trixie is about nine point six inches deep. That means technically her most sensitive spot is about five point eight inches in, there should be a bundle of nerves right there. Twilight pulled her member out about halfway and slid it into Trixie again, angling her member upward.

*Gasp*

"R-right there Twilight." Trixie almost wanted to buck into Twilight as hard as she could. The end of her member rubbed against a very sensitive spot deep inside her, one no pony has touched in a long time. "M-more, please."

Twilight began to systematically calculate in her mind exactly what speed she needed and the angle to keep Trixie happy. ninety degree's is too blunt but three degrees in either direction from horizontal seemed to work out.

Trixie knew that look on Twilight's face, she was trying to break down her experiences into math again. "Twilight?"

"Yes?"

"Stop with the math and just fuck me already?"

Twilight smiled and began to systematically and accurately thrust into Trixie, each thrust ending in a firm impact on her sweet spot.

"Oh, Hnnmm , uh , uh, s-so good." Trixie couldn't imagine it would feel this good. Twilight was barely putting any force into her thrust but still making her melt like butter. "Yes, there. A little faster."

Twilight moved her body closer to Trixie, adjusting her angle and getting leverage from the lower center of gravity. Twilight picked up her pace, each thrust still accurately hitting the five point eight inch mark inside Trixie.

"Nyaa, uh, hmmm." Trixie moaned loudly, fluids from her sex flowing freely onto the sheets, lubricating her; making Twilight's thrusts faster.

"More! Faster!" Trixie shouted.

Twilight thrust as fast as her hips would allow, enough to make Trixie scream her name in ecstasy.

"Hmmmmpp! So much f-feeling, so g-good." Trixie could feel her mind slip away from sane to lustful. She felt mere moments from climax and could tell from Twilight's body that she was close as well. The blood flushed in her face, the pulsating of her member as it entered and exited her body, the beads of sweat as she pulled from whatever stamina reserves she had left. All just to please her. "C-cum with m-me,Twilight! F-fill me with your love!"

Twilight's back legs ached from all the effort but she pushed on with everything she had left. She lowered herself onto Trixie's body, pushing with everything she had left.

"Y-yes! All of my yes!" Trixie's mind drew a blank, she could hear nothing, sense nothing but pure uncut bliss. Her entire body shook violently, her legs kicking and twitching. Her hips air humping hard into the girth filling her body. "uh, uh,,uhmmmmm."

Twilight sensed Trixie climax and with one more mighty push bottomed out inside Trixie, blowing everything she had in the magical appendage into Trixie's body. " C-cumming! Hnnngggg! ah, ah, ahhhhhh!" The blast of semen quickly filled Trixie and dripped out onto the bed, Twilight's member still inside her as it did.

Both mares lay there for what felt like a eternity. Both of them panting hard, Twilight's member still firing off random strands of semen into Trixie.

Trixie couldn't believe it. She had found a mare that made her orgasm so hard that she could barely move. A mare that blew everything she had into her, the warm feeling of their love juices mixing inside her was something she never experienced before. The warm sensation was indescribable, as if all the stallions and mares before never happened. "Twilight?"

"Yes, Trixie?" Twilight said wearily.

"I...I thank you. You allowed me to rediscover a part of myself that I had thought long gone. That was the first time in my life that somepony gave their all to love me and not to beat me in competition, for that I am truly grateful."

"G-glad I could help but can I ask you a favor?"

"Anything."

"Could you help me get out of you? And maybe help me get cleaned up for the meeting with Maskia this afternoon? My body aches all over and I can barely move."

Trixie giggled as she pulled herself from under Twilight. The mare's member still twitching from the sensation of grinding against her soft innards. Pulling her up to her feet she walked Twilight over to the bathroom. "You just stand still while I get all this love juice off of you." Trixie grabbed the damp towel from above the shower door and began to wipe Twilight's body down but to little effect. " I think we both need a shower. You first?"

Before Twilight could answer she felt her member get rock hard again and odd idea entered her mind. "Both at the same time okay with you Trixie?"

Trixie examined Twilight and almost wanted to jump for joy when she noticed the mare was rock hard again. "Certainly, I think I can go one more- I mean it's mathematically efficient that way right?"

"Yeah, sure. Math and stuff."

Trixie hopped into the shower first only to receive a sharp smack on the flank from Twilight.

"It- I saw a little dirt on your backside. My OCD kicked in."

Trixie smiled and presented her sex to twilight, the water running down her flanks washing the semen from her coat as she bent over. " I always have trouble scrubbing back there, maybe you can 'help' me out?"

Twilight's face had a broad grin on it. "Sure, I know just what to 'scrub' it with." Twilight hopped into the shower, closing the door behind her. Faint giggling soon became rampant moaning as each mare explored each others bodies. In the other room, the faint scribbling of notes was the only sound in the bedroom.

"So older me, you wanna trade pictures? I got a good shot of the Arch Mage getting it in the butt-hole I can trade you."

"What kind of pervert do you-" The younger Star Swirl put the photo in question under the elders nose. "Deal. I guess a shot of Princess Celestia going to town on Carrot Top is a adequate trade?"

"Damn right it is. Been trying to get pic's of her for years."

"Well Trixie, I best get going. I'll inform the guards that you're to be supplied with whatever you need in my absence. If all goes well I guess I will see you at dinner tonight."

"Do be careful out there. You never know what Maskia could be up to."

"Always. Ill see you tonight then. Goodbye."

"Goodbye, Twilight."

Trixie sat there in the room as Twilight closed the door behind her. A feeling of true satisfaction and of love where finally hers. All the years of chasing dreams, of defeating opponents and climbing the tallest mountains no longer mattered to her. What her soul wanted was always within reach, she was just to blinded by her pride to see it.