Things were serious. She'd gone past lists on parchment. Now she had to deploy her ultimate weapon.

It was time for the chalkboard.

Twilight stood in front of it, clad in a long blue jumper that dangled low enough to serve as a skirt, slim black tights beneath, assessing the row of neatly marked out entries and checkmarks.

'Day one: disaster recovery measures.' There was a check beside that. A busy day of thinking, writing and thinking again. She'd made her preparations for the worst; she felt like she'd done all that she could. The odds of any of her preparations working were pretty low, and she fervently hoped that she'd never have to rely on her shaky backup plans, but it was better than nothing.

At any rate, she'd put a check beside it, and it was done.

'Day two, morning: tell everyone the plan.' That was today, preparing to lay out the whole situation; Celestia, the charm, using the Elements of Harmony if they had to. It was going to be a shock, she knew, but nonetheless, she believed in all of them. Even faced with the prospect of turning on their beloved Princess, they'd stick by her.

'Day two, afternoon: party.' That had been the result of negotiating with herself. Prepare as best she could, get everyone ready, and then - have the very best time she could, because it still might all go wrong. She shook away the thought. She had to believe that she could do it, had to make everyone believe it. That was important.

'Day three, morning: travel to Canterlot.' Booking the train tickets had been the easy part; it had been much more difficult sitting down to send a letter to the Princess. She must have written 'Dear Princess Celestia' a thousand times, but it had never made her stomach flip-flop like this. Even when she was in the deepest trouble, she hadn't been so nervous. The tiniest detail out of place could give her away, the most subtle wrong note put Celestia on her guard. She'd read the letter over and over, triple-checking that it seemed as innocent as possible, a simple request for an audience with the Princess two days from now, in the afternoon.

Naturally, she'd immediately received a warm letter in return offering to see her sooner, perhaps even to visit, which had made her panic all the more. It hadn't helped her guilty feelings either. Even more carefully, Twilight had said that she was occupied for the next couple of days researching a star chart. She couldn't afford to change the appointment time even a little - it gave just enough time for the six of them to retrieve the Elements of Harmony, and get to the throne room. The less time for the Elements to be noticed missing from their vault, the better. All the same, lying to her mentor had made her a nervous wreck.

That left only 'Day three, afternoon: charm Celestia.' That was still so hard to fit into her head. She didn't want to charm her teacher, didn't want to plot against her. She just had to, if she wanted to keep the ones she loved safe from the charm. Celestia would feel the same, she knew it. They were playing opposite sides of the same game, and Celestia had every advantage in power, wisdom and experience. Twilight's only advantage, feather-thin as it was, was that the Princess wouldn't be expecting it. Every day she waited made it more likely that single advantage would disappear.

She didn't have a choice.

A knock sounded, tentative, as if its owner didn't really want to be heard. Twilight smiled quietly. She might as well have tapped her name on the door in dot-dash code. Crossing to the door, she opened it wide, and welcomed Fluttershy in.

Of all the ponies she'd enchanted, Fluttershy was the only one that had never knowingly been naked in her presence. That was why she'd asked her to come earlier than the others, to help her get used to the idea while they were alone together.

"Hello, Fluttershy." she said gently, and drew her into a warm hug. The crush of the other pony's soft chest against her set her stomach fluttering in anticipation, and it was with reluctance that she let go.

"H-hello, Twilight." Fluttershy stammered, a pink flush on her cheeks.

She wasn't usually so nervous, not when it was just the two of them. Of course, usually Fluttershy wouldn't have been thinking about what Twilight was about to do to her. That had to be it, Twilight thought with a fond smile, and stroked her fingers down Fluttershy's cheek.

Fluttershy leant into the touch, with a tentative smile of her own. "It's, um. Nice to see you," she said softly.

Twilight took her hand, and guided her over to a sofa. She sat, close against Fluttershy, keeping in contact with her body. "I'm sorry we haven't spent more time together, since the charm. Are you okay? I hope you haven't been worrying about it."

Fluttershy shook her head, her pink mane drifting forward about her face. "Oh, no, Twilight. I haven't been worrying. I mean, I've been thinking about it... a lot... maybe worrying, a tiny bit. Have you, um. Changed your mind? Is that why you wanted to see me?" She glanced up at Twilight through the curtain of her hair.

Twilight's heart melted at her tentative expression, and her fingers gently combed the fall of pink hair back from Fluttershy's face. "I want to keep you, Fluttershy. I don't want anything to come between us. I won't let anyone take you away."

Fluttershy's soft eyes widened, and the look of trembling hope on her face almost broke Twilight's heart. "Do you mean it?" Fluttershy finally asked, in a very small voice.

Twilight wrapped her arms around the gentle pony and squeezed her tightly, her feathers soft under her fingers. "I promise. I'd Pinky promise, but my eye is still sore from the last one." Fluttershy giggled, and Twilight went on more softly, "Later, I'm going to have everyone come over. I have to talk about what I need to do next, to protect all of us. But before that, I wanted to spend some time with you. Just me and my puppy."

The delicate pony's cheeks flushed a little and she looked down and to the side. "O-oh. Will you want me to...?"

Twilight squeezed her reassuringly. "When you're my pet, you don't have to feel scared anymore. It's going to be just fine. It'll be fun." Fluttershy had been charmed to feel no fear in any sexual situation involving Twilight, as well as when she was a puppy. It was going to come in useful later. But one step at a time.

Nodding her agreement, Fluttershy leaned into Twilight's embrace and murmured "I know. I can - tell. It's so strange, not to be worried about that. Can I...?"

Twilight released her and smiled, gesturing to the floor in front of her. "Sit!" she said with affectionate firmness.

Fluttershy blushed a warmer pink, and slid off the chair to the ground, leaving her sandals behind. Shuffling over to sit in front of Twilight, she looked up at her and said "Woof!" with barely a hesitation. Her shoulders visibly relaxed, and her wings fluffed up a little as Twilight tickled under her chin and praised "Good girl. That's very good. I want you on all fours now."

Nodding again, the enchanted pony scrambled up onto all floors and waggled her ass gently, her tail swaying with the movement. Twilight scratched behind her ears in reward, and Fluttershy gave an eager little whine.

"Now Fluttershy. You're wearing all these person clothes, and we can't have that. Puppies don't wear person clothes, now do they?"

Fluttershy blinked, a little hesitant, and looked up uncertainly at Twilight. Soothingly, she repeated "You don't need to be worried. It's perfectly fine for you to be naked. You're not afraid, just a little embarrassed, but you don't need to be. You're beautiful, Fluttershy. Come a little closer so I can take off your jumper, please."

She hesitated a few seconds longer, then crawled closer and lifted one hand - or paw - towards Twilight and whuffed, softly and diffidently.

"That's very good. Good girl, Fluttershy! You're such a good puppy." Twilight told her as she took hold of Fluttershy's green sleeve and tugged it. Fluttershy pulled her arm back, leaving the sleeve flopping limply, and raised her other hand slowly. Twilight coaxed her other arm free, then leaned forward to pull the big, baggy jumper over her head, easing it clear of her wings. It came free with a final tug, releasing a mussed mass of pink hair, and leaving Fluttershy in an embroidered pink bra that clasped her expansive chest firmly.

She looked up, eyes pleading for reassurance. Twilight's hand settled on her rumpled mane and gently combed it straight with her fingers, smiling gently. "That's right. Good puppy. Can you give me a little bark?"

Fluttershy seemed to relax slightly, nodding and giving a soft "Woof." Twilight's fingers scratched behind her ears, making sure to project warm approval.

"Good girl! I'm going to lead you around the room, and you're going to walk at my side, okay? But first, we need to take the next bit of your clothes off. Come and nuzzle into my lap, that's it... good girl." Twilight continued to talk soothingly as she reached out towards Fluttershy, who looked down shyly, but crawled forward and put her hands on Twilight's legs.

Twilight leaned forward, her head almost touching Fluttershy's as she reached around her to undo her bra, and undid the fastenings. It came loose in her hands, and she lovingly unveiled the heavy yellow breasts with tender care. Not giving her time to become self-conscious, Twilight laid the bra aside and stroked the back of her fingers down Fluttershy's cleavage, murmuring soft words of approval. "That's right. Such a beautiful pet. You're a good pet, Fluttershy." Her hand curled around one breast and weighed it in her fingers, squeezing gently.

Fluttershy gasped aloud at the touch, her wings spreading further, and whimpered "Mmmh... mhh."

It was beautiful to watch the tentative nervousness melting away as she gently kneaded Fluttershy's breasts with her hands, a rich blush rising on the submissive pony's cheeks and an adoring look in her eyes. Her skin was incredibly soft and warm, and it felt wonderful to see Fluttershy looking back at her, knowing what was happening and accepting it willingly. A slow, simmering heat ached pleasantly within Twilight, and she rubbed the palms of her hands over Fluttershy's hardening nipples.

"Are you ready to walk now, pet?" she asked with a smile.

"W-woof!" Fluttershy agreed distractedly, nodding her agreement. A soft whimper of disappointment escaped her as Twilight let go and ushered her off her lap, but she quickly overcame it and sat up, looking hopeful.

The sight of her sat obediently, waiting to be walked, was definitely going to feature in Twilight's dreams. Biting her lower lip, Twilight pushed herself to her feet and beckoned. "Come on, puppy! Let's go and see what's over there."

Fluttershy barked eagerly, waggling her ass in her soft blue jeans, and crawled after Twilight on all fours. Her bare breasts swayed between her arms as she moved, constantly distracting Twilight and making it hard to focus on anything else. Fluttershy seemed to be entering more into the spirit of the thing now that she was moving around, sniffing curiously at chairs and bookshelves, and nudging a lamp with her nose.

Twilight was a firm believer in being prepared. In this case, being prepared meant a soft, clean rubber ball, and having washed the floor very thoroughly earlier. Picking it off the shelf where it had sat, out of sight behind a book, she held up the bright blue ball in front of Fluttershy's eyes and grinned as she immediately sat up, hands held like paws in a begging pose.

"Do you want the ball?" she asked playfully.

"Ruff! Ruff!" Fluttershy barked, nodding furiously.

"I'm not sure if you should get the ball..." Twilight began teasingly, then giggled at Fluttershy's instant mournful look. "I can't say no to those cute eyes." she declared, ruffling Fluttershy's mane teasingly, and hefted the ball.

Fluttershy tensed.

"Fetch!" Twilight called, and tossed the ball across the room.

Fluttershy bounded after it, skidding on a rug and nearly crashing into a bookcase in her haste. Twilight broke into delighted giggles again, covering her mouth with one hand as she watched her bounce across the room.

Angling her head carefully, Fluttershy scooped up the ball in her mouth and gave a muffled bark of victory, then trotted back to Twilight on all fours. Twilight tickled her under the chin. "What a clever puppy! You're a very good puppy. You're the very best pet." She accepted the ball from Fluttershy, the submissive pony dropping it back into her waiting hand.

Twilight weighed it in her fingers, then threw it again, a gentle flush on her cheeks as she enjoyed the spectacle. Taking the ball from Fluttershy's lips for the second time, she told her warmly "Such a good girl. Sit up now, sit up for me. Good!" This time, her hand trailed from under Fluttershy's chin down to her heaving breasts, rising and falling rapidly with her panting breaths, and began to stroke gentle circles around her nipples.

"You want to be played with, Fluttershy. That's how good girls get rewarded." Twilight told her, nails grazing her nipples.

Fluttershy whimpered her agreement, her eyes half closing and her mouth falling open. Her tongue lolled out, panting quickly.

"You need to undress all the way now, Fluttershy. You need to be naked. Good puppies don't wear clothes. You want to be a good girl, don't you? You want to be the best pet you can be." she coaxed.

Fluttershy barely hesitated this time, turning away from Twilight and lifting her ass on high. Twilight reached around her and undid her jeans, tugging them down her legs along with her panties. A delicate scent coloured the air, the pink fur between her legs matted with arousal, and Fluttershy's blush spread down across the upper slopes of her chest with embarrassment.

"Mmh..." she murmured, shyly.

Fluttershy was bent low, her generous breasts pressing into the rug, her bare ass raised for Twilight's inspection with her sex on full display. Conscious, knowing what she was doing. The shyest pony she knew, in the most sexual pose Twilight could imagine. It was so wonderfully wrong, so far beyond what she'd have ever imagined Fluttershy would willingly do.

It was perfect.

Leaning forward, Twilight whispered "Stay... stay. Good girl. Stay right there... just like that." Her fingers traced up Fluttershy's bare thighs and the other pony stiffened, yelping aloud in surprise. Almost immediately, she began to whimper instead. Little jerky motions twitched through her hips, seeking to push back against Twilight's touch.

"Do you like that? Is that nice?" Twilight asked playfully. Her fingers slid up Fluttershy's thighs and brushed feather lightly over her bared sex, feeling the dampness against her fingertips.

Fluttershy jerked, letting out a soft cry. "Ahh! Mmmfh!" she groaned, a visible shudder running through her. Her wings shivered visibly.

Yes. "Good pet. Good obedient pet. You're very well behaved, aren't you girl? You can rub yourself against my fingers now. Puppies are eager to be played with. That's nice." Twilight breathed. Her fingers touched Fluttershy more firmly, sliding up and down her glistening pussy, and in response she pushed back against Twilight's hand demandingly. Her ass bobbed up and down as her hips began to find a rhythm, grinding the base of her cunt against the caressing fingers, and heated pants of lust that Twilight could never have imagined coming from Fluttershy's lips grew louder and more urgent with each passing moment.

Without really noticing, her hand slid into her skirt and began rubbing firmly against the damp cotton of her panties, her breath quickening. Her finger sank into Fluttershy's body, her sex hot and eager, then it was joined by another. "Mmmmh!" Fluttershy groaned.

"That's right! Bark for me, whine and moan, pant with your tongue out! Good girl, good girl, keep humping my fingers! You need your owner's touch, it feels so good. Rub yourself against the ground, you're my horny animal!"

"Haah! Haah! Ruff, RUFF!" Fluttershy gasped, her eyes glazed with thoughtless lust. She roughly pushed back against Twilight with urgent thrusts, no trace of hesitation left. Twilight felt the shudders as they began to wrack her pet's trembling body, and Fluttershy cried out a sound that seemed more animal than pony, an undulating howl as her slippery juices coated Twilight's fingers.

Her orgasm came and went like a summer storm, quick and violent, and Twilight's fingers slid from her as she slumped to the ground. Her tongue dangled from her mouth, panting loudly in the aftermath of her pleasure.

Twilight stroked her back soothingly with her free hand, lifting her wet fingers to her lips and licking them clean one by one with a delicious feeling of depravity as she tasted her friend for the first time. Wiping the dampness of her mouth off on Fluttershy's upturned ass, she slid to the floor and moved to sit by Fluttershy's head. Her body simmered with pleasantly unhurried arousal as she began to gently stroke the other pony's feathers and across her bare shoulders. Several studies had shown relaxing effects from the right kind of wing massage, and she didn't want her to come around too quickly from her lust-induced daze.

Fluttershy finally looked up, a shadow of self consciousness creeping back into her expression, and looking slightly abashed. "Uhm." she murmured.

"That was just wonderful, Fluttershy. It was everything I could have wanted." Twilight tickled the tips of her feathers. "Did you enjoy it?" She had a sudden playful urge to pull out a clipboard and ask Fluttershy to rate her experience out of ten, which she quashed with an internal giggle. This was a delicate moment! Jokes could come later.

Looking down at the rug, Fluttershy nodded shyly, a smile growing on her lips. She leant her hand into Twilight's hand and nuzzled it, murmuring, "...yes. Very, very much. Thank you, Twilight. I hope... that you wanted that too."

"Yes." said Twilight firmly, then added in a gently teasing tone, "I'm amazed by the things I keep finding out about myself. I really love having you as my very own pet."

"...better than Owlowiscious?" Fluttershy lifted her head with a small smile on her lips.

Twilight giggled aloud. "You mustn't tell him that! He'd be so jealous!"

Lifting herself further on her elbows, Fluttershy shuffled forward and laid her head in Twilight's lap for more stroking. "I felt ever so safe, Twilight." she confessed suddenly. "I can't believe that I can do this, but I can, and it really... makes me happy."

Twilight sighed happily and went on caressing her, stroking her soothingly. Silence settled comfortably, the quiet sounds of the treehouse gradually becoming audible in the hush. Trees rustled outside, branches swaying in the wind. It was a perfect moment. She was truly, sincerely happy. On an impulse, she leant down and kissed Fluttershy's head. "Thank you." she said softly.

Fluttershy looked up adoringly and murmured "Rff." with a little smile of her own.

She'd have to prepare soon, she knew. She could see the clock from where she sat, and the others would soon be arriving too. She felt a deep reluctance to stir, but for Fluttershy's sake, she had to.

"Fluttershy? The others will be coming, soon. Pinkie, too. I talked to her the day before yesterday." she added, slightly diffidently. "So we're all together. In this, I mean. I thought maybe you'd like to borrow a dressing gown, while we talk? Before everyone gets undressed."

Fluttershy's cheeks darkened in a blush, and she nodded. "I would like that very much, please. I'm glad that you talked to Pinkie. It wasn't right that she was the only one left out." She drew herself up into a sitting position, and hesitated there. "Do you - think it will be okay? Me, around everyone? N-naked? I've talked to Rarity, and Applejack and Rainbow know, but I haven't... done anything near them. I've never seen them, not... like this."

Twilight leant forward and wrapped her arms around Fluttershy's shoulders. "It's going to be okay, I promise. I'll take care of you. These are our friends, we can trust them."

Fluttershy's shoulders relaxed a little in her embrace. "I do trust you... all of you."

A knock sounded at the door, quick and impatient. Fluttershy's wings jerked halfway open in startled reflex, and she looked down at herself with alarm. "But-!"

"Go to the big wardrobe and pull out my dressing gown!" Twilight told her in a rush. Fluttershy leapt to her feet and took to her heels, pattering around the corner and out of sight on bare feet. Twilight straightened her clothing as the knock sounded again, with extra impatience this time. Rather than cross the room, Twilight vanished in a burst of light and reappeared in front of the door, already reaching for the handle.

"I'm coming, I'm coming!" she called through the door and hastily unlocked it, tugging it inwards.

A pale blue blur sped through the opening and ploughed into her, knocking her clean off her feet and sending her flying backwards. She came to a sudden stop an inch from hitting the ground, held up by Rainbow Dash in a playfully romantic embrace. "Not yet, you're not! But we can fix that." Rainbow crowed with an enormous smirk.

"Rainbow!" Twilight protested, trying unsuccessfully not to snigger. Getting her balance, she lowered her feet to the floor and stood up straight as Rainbow landed in front of her lithely and folded her wings. "Did you knock my door to pieces just to set me up for that joke?"

"Maaaaaybe." Rainbow replied, still smirking. "Hey, after the last time, I figured I'd get here early. I don't want to miss a minute of the sexy. Or turn up half an hour late for some more 'punishment'." she added. "Could have gone either way."

"Fluttershy is here, and I'm expecting the others soon. We have a lot to talk about."

"Talking is boring. Why are we talking when we could be making out?" Rainbow demanded lightly, then abruptly stepped into Twilight and kissed her hard.

Twilight's initial protest died in her throat as Rainbow's tongue probed her mouth, and she sighed into her assertive lips. Okay, it was a really good kiss. When Rainbow's mouth lifted from hers, it took a few moments for her to gather herself.

Rainbow noticed, grinning. "Told ya. No one can get you off quicker and more satisfying than Dash."

It was really hard not to put that to the test then and there. Down girl, Twilight told herself firmly. Remember the chalkboard. Serious discussion about brainwashing the Princess-Goddess of Equestria, then making out. "I believe you." she said frankly. "But I need to focus on what we have to talk about before I can have any fun. There'll be time later."

Rainbow strolled over to the couches and held up a pink bra marked with delicate yellow butterflies. "Oh, sure. Looks like you focused Fluttershy right out of her clothes."

"Well... kind of. I mean, I did focus her. I mean, that's what I named the charm's effect." Twilight murmured, slightly abashed.

"Ah, quit blushing. Where is she, anyway?"

"Um." Fluttershy lurked in the doorway to the spare bedroom, wrapped in a soft purple dressing gown. Clearly she'd done her best to make it cover her. If Twilight's plan had had a flaw, it was failing to take account of the way that Fluttershy's body shape differed from her own, with what could only be described as dramatic results. The top of the dressing gown was forced open, exposing a deep canyon of pale yellow cleavage. The mussed look of Fluttershy's hair added to her impression of cute, natural sexiness.

Rainbow Dash's jaw dropped. "...yow." she remarked in a reverent tone.

Twilight nodded her agreement mutely, and it took a second for her to remember to beckon Fluttershy in. The pale yellow pony crossed the floor with hesitant, tentative steps, looking nervously at Rainbow Dash.

"H-hi." she murmured.

"Hey yourself." Rainbow replied, with a frankly admiring look up and down her scantily clothed body. "That looks good on you. Seriously."

Fluttershy's cheeks darkened. "Um. You think so? I don't look... silly?"

"Heck no! Fluttershy, you blow almost every pony I've ever met out of the water in that getup. Twilight," Rainbow added, twisting to face her. "Are you sure we can't skip the talk and go straight to the stripping?"

Twilight shook her head firmly. "Not yet, Rainbow. This is serious."

Fluttershy pushed the tips of her fingers together, looking to one side without meeting their eyes. "Um. So you're going to be... stripping off, too?" There was a touch of anticipation in the question.

"I'll strip off right now if you want." Rainbow said breezily. "Nothing to hide! I've got the best body in Equestria, and I'm ready to prove it."

Twilight giggled and stepped behind Rainbow, running her hands up and down her wings, stroking the delicate pinions. Her lips brushed the curve of Rainbow's neck, biting gently before kissing it better. Rainbow's pink eyes unfocused and she let out a low groan, visibly losing her train of thought.

"That's a very sweet offer, Rainbow. I wouldn't want you to distract everyone so much they can't focus on what I'm saying, but just as soon as I'm done, I'll strip you off myself." Twilight told her with a huskier note in her voice, finishing off with another bite.

"Yeah... sounds good..." Rainbow muttered distractedly.

A quick series of raps on the door broke the growing air of sexual tension, and Fluttershy, who had been watching avidly, abruptly looked abashed. Twilight broke away from Rainbow and moved to open the door, taking care not to open it too widely. Pinkie Pie bounced in on the tips of her toes, followed by Rarity and Applejack.

"Hi everypony! Oooh, are we going to have a party? A sexy party? I've got banners! I've got snacks that we can eat off each other! Yay!"

"Good afternoon, my Lady. It's so lovely to see you again - and to have all of us together like this. I'm so delighted that you've found it in yourself to gather us all together under your thrall. It just feels right, doesn't it? Oh Fluttershy, darling, you simply must let me tidy up your mane."

"Howdy, Ma'am. Whew. That's some look y'got going on there." Applejack added, with a friendly nod at Fluttershy.

Twilight smiled as they trooped in, glad to see each and every one of them. Drifting over to a ring of chairs and couches they settled in comfortably, Fluttershy somewhat self consciously sheltering at Rarity's side while Pinkie talked animatedly to Rainbow and Applejack. She heaved a contented sigh, nodding to herself. This was what she wanted. This was what she had to protect.

"Hey, everypony. Could you hold on a minute? I need to cast some privacy spells."

Her five friends looked up as one.

"My dear, is it so serious? We've done some rather risque things without such precautions before." Rarity declared with an arch of her shaped brows.

"Yeah! You're going to put up spells for this, but not the whole thing we did?"

Applejack shook her head. "Settle down, everypony. There's good reason."

Twilight nodded. "Yes, there is. Please wait a moment, and I'll answer all your questions." She frowned with concentration, and her horn became coated in a shimmering violet glow as she sketched out a privacy spell in the air. Marks she'd placed by every door and window began to glow, creeping up and down to seal over the openings. The distant sounds of everyday life in Ponyville were abruptly hushed, noticeable only by the sudden, complete silence.

She opened her eyes. Applejack had her hand over Pinkie Pie's mouth, who looked like she was about to burst. "All done." Twilight offered.

Applejack removed her hand from Pinkie's mouth, then leaned away slightly as a torrent of questions poured out.

"Do you mean me, do I have to wait, do I have to wait quietly, will it distract you if I ask questions, does this count as a question, are you distracted yet?" Pinkie asked in a rush, then added cheerfully, "Wheeew, that feels better!" and slumped down in her chair.

"Darling - my Lady - I have to confess to being a little concerned. Might I ask what it is that requires such precautions?" Rarity asked delicately.

Twilight crossed the circle to the largest chair, a high-backed armchair in slightly tatty green. The others seemed to have instinctively decided the most throne-like was hers, and she settled into it without a trace of self-consciousness.

She could sugar coat what she needed them to do. She could ease them into it.

"I need your help to charm Princess Celestia."

There was a moment of silence as their expressions changed.

"What-"

"My Lady, you can't be serious-"

"But - but -"

"We're taking over Equestria! Yay!"

"Settle down, ponies, settle down!" Applejack called out firmly. "Jest you hang onto your hats f'r a minute and let her explain."

"Can I hang onto your hat? I don't have a hat."

"Nope. My hat."

"Aww!" Pinkie Pie pulled out a long balloon from... somewhere... and inflated it with several great huffs of her lungs. Twirling it dextrously around her fingers, she bent it into a rudimentary balloon crown and set it on her head, then gripped it firmly on both sides. "Okay, ready!" she sang out.

Twilight shook her head, smiling, then looked around the circle of her friends. Rarity looked a little appalled, Fluttershy was in denial, Rainbow Dash seemed to be considering the idea, and Pinkie was giving her a huge grin of focused attention as she held her balloon hat tightly. Applejack gave her a supportive look and mouthed 'Go on then'.

Okay. "I focused Princess Luna. I didn't intend for it to happen, but she had found out I was using the charm. She was going to take you away. All of you away. My magic too. She was going to lock me somewhere far away, to make sure I couldn't do any harm." Her voice sank as she recounted the threats Luna had made, remembering her fear and desperation.

A babble of voices rose at once.

"Why, how could she."

"No one locks you in a box, that's not fun at all!"

"That's total manure, Twilight, you're not hurting anyone."

"I won't stand for it! I'll give her a piece of my mind if she thinks that she can take you away!" The last had come directly from Fluttershy, who'd surged to her feet with righteous indignation.

Twilight gave her something of an impressed look before she shook her head, and modulated her voice to something more soothing. "It's okay. I used the charm, and we talked. She understands now, she isn't going to try taking me away or tell anyone." Skate the truth, skate the truth... well, that was kind of what had happened, even if she hadn't given Luna a choice.

"The thing is... when I charmed her, I found out that I wasn't the first person who'd used that spell on her. She'd been enchanted by Princess Celestia." Twilight hesitated; it was unexpectedly hard to bluntly tell everyone what she'd found out. It seemed private. All the same, she pushed forward. "Princess Celestia had been... she'd used the charm to, um. Have sex with her sister."

This time, the reaction was explosive.

"I simply cannot believe it!" Rarity declared. "Why, the Princess, doing such a thing? It simply - I can't imagine it!"

"Oh, I can imagine it now. Wheeew. Maybe I'll sit back and imagine that for a long time."

"Rainbow Dash! Get your mind out of the gutter this instant!" Rarity told her firmly, visibly appalled.

"Aren't we here to have an orgy?"

"Well- that's different!"

"Do you know if she asked Princess Luna, nicely? Because if they are doing something and they agreed to it, it's not really any of our business..." Fluttershy mumbled under the sound of the two arguing.

"Princess Celestia is doing the spooky ghosty possessing and mesmerising and voodooing people? I was right! I was right all along!"

"Everypony, please!" Twilight called out over the din.

"Twilight! But we absolutely must-"

"Quiet!" she said firmly.

The four of them subsided, and Twilight continued "I understand, I really do. You're shocked, and you don't know how to cope with it. It took me a long time to come to believe it was really happening, even when Luna- when she was very convincing about it."

A flush rose on her cheeks, as she quickly avoided describing just how Luna had persuaded her. "The spell is terribly tempting, and the book I found it in comes from the castle of the two sisters. I have no idea how long Princess Celestia held off using it before she finally gave in. But now I know she's using the spell, sooner or later the two of us are going to come into... well, into conflict."

Her voice dropped again. It was hard keeping the sadness out of her voice, and she didn't entirely succeed. "I don't want to use the charm like this, not on her. She's one of the most special ponies in the world to me. But if I don't, she's going to notice I'm using it eventually, and when that happens... I'm afraid she's going to take you all away from me. Like Luna wanted to. She's incredibly powerful, and the only hope I have of using the charm to make sure that never happens is if I can surprise her. That's why I need your help. I'm going to Canterlot. Tomorrow. I want to ask you to come with me, and to help - help me protect all of us."

Silence descended. Applejack gave Twilight a look of unshakable loyalty, and nodded firmly.

Rainbow flopped back in her chair and rolled her eyes. "Like you have to ask? Hey, I always thought there was something going on between you two anyway. Sure. I'll give you a hand."

"Darn straight. You know ah'll be at your side." Applejack added with conviction.

"Are you sure, Twilight? That there's no other way?" Rarity asked slowly.

Twilight shook her head. "I really wish there was, but I don't think so. I can't hide this from her for long, and if I try to talk to her about it, I'll lose the only chance I have to surprise her. I don't want to, but I think it's the only way."

Rarity shook her head. "Well. I would never have imagined myself capable of opposing Princess Celestia. She's simply, literally, divine. But for you, Twilight, and for all of us... of course I will help. I will do anything I can to assist you."

Fluttershy hesitated, looking down at her lap. "If - if there's no other way. I'll help. I promise. I don't want to be taken away from you." she said softly.

"So we're going to take over Equestria, huh Master? Are we? Are we are we? Do we have to call you Princess? Or Queen, or Empress or something? Empress Twilight? Is that what we call you, Master?" Pinkie asked cheerily.

Rainbow Dash sniggered loudly. "Oh, heck yes. What's your command, Empress?" she asked teasingly.

Rarity looked at Applejack, who shrugged. "It does have a certain ring to it." Rarity conceded.

Twilight's jaw dropped. "What- no! I'm not trying to take over Equestria! I don't want to be Empress!" She was only playing at being the Empress of the Veiled Isles. She wasn't - this wasn't - "I'm not trying to take Celestia's position! She's, she's Celestia! I can't raise the sun! Some days I don't even want to get out of bed!"

"My Lady, dearest, you don't need to raise the sun or the moon yourself. That's what your staff is for." Rarity told her, with a commendably straight face.

"Rarity!"

"Hey Twilight? Think y'could get Celestia to come on by the farm one day? Reckon I could get those gold shoes off her, show her how to properly buck an apple tree. Get some dirt in that fancy mane of hers."

"Applejack!" she protested, twisting around to be presented with her playful grin.

"Can we eat cake off the Princess? Both Princesses? Like a buffet? Princess cake is best cake."

"Pinkie-"

"Hey, I just want to see you and the Princess getting it on. You're totally going to. I've seen the big eyes you make at her. You'll have her tongue under your skirt in the first ten minutes."

"Rainbow!" She might have thought about it, a bit, but that was just to help her get over her reluctance to do this! It wasn't like she was really going to do anything other than ask Celestia nicely not to use the charm anymore...

Her eyes turned to Fluttershy, and Twilight gave her an inquiring look. "Well?" she said resignedly.

"I... well, if it was Celestia, I wouldn't mind if you had... two puppies..."

"Fluttershy!" she protested despite herself, then rolled her eyes and smiled. "You're all impossible. I love all of you. Thank you, very much. I know it's not easy to picture doing this, but I know we can do this, if we do it together."

"Do we have a plan? Do we? Is it secret? Do we have a secret plan?" Pinkie bounced out of her seat and over to Twilight's side. One by one, the others rose and moved to stand around her, Fluttershy settling to the floor at her feet and leaning her head against her leg with a warm smile.

"Yes, Pinkie. We do have a plan, and it's very secret." Twilight told her affectionately. A scroll levitated out of a bookshelf and unfurled itself in midair. "Princess Luna has helped prepare the way. She's weakened the lock on the Elements of Harmony, and messed up the guard schedules. Tomorrow, we're taking the train to Canterlot. We arrive at two. That gives us some time if the train is slow, or breaks down.

"Once in Canterlot, we'll wait until three forty-five to approach the palace. I have an appointment with the Princess at four fifteen. I'll explain to the royal guard that you're accompanying me. Once inside the palace, we'll divert to the vault. The guard will leave at four and won't be replaced, which gives us a window to access the elements, but someone is going to notice eventually that there isn't anyone on duty, so I want to do it as quickly as we can. Once we have the elements, we'll need to hide them. We'll need to take packs tomorrow for that purpose."

The scroll continued to unreel as she spoke, revealing times, steps, and maps of the castle interior. "By five past four, I want to be moving towards the audience chamber. Applejack, you'll carry my element as well as your own. All five of you will wait in the outer chamber while I go in and speak to the Princess. I'm going to try my best to catch her by surprise." It's the only hope I've got, she added to herself, but she didn't want to say it aloud. Not when her five closest friends were listening raptly to her.

"Once I go in, you'll block the outer doors to the waiting chamber. If she realises what I'm doing, I'll shout for you. You'll burst in, and use the elements to help block her magic so I can complete the spell. We'll only have a few moments to make this happen before the royal guard break down the outer doors, but once the charm sinks in, the Princess will order them to stand down for us."

Fluttershy looked up at Twilight with a puzzled expression. "Princess Luna isn't going to help you?"

"I wish she could, but I couldn't risk leaving her in Canterlot alone with Celestia. If they were out of sight for a couple of minutes together, it would only take the right word and she'd tell Celestia everything. She's taken a tour of Equestria to put some distance between them, but we can't wait for her to come back." Twilight shook her head. "It's too risky.... and it would be risky to bring her before Celestia, too. I don't know what happens when two people who've charmed you try to command you at once."

Rarity coughed. "My Lady, I don't mean to be a bother, but what if the Princess were to charm you instead?"

"I do know what the spell looks like, I'd see it coming. I'll try to dodge, or block it. That's when I'll need your help. I wanted to develop a counter-charm to it, but we're out of time. There's no spell I know powerful enough to block magic of that power." she replied frankly.

"Reckon I know something that'll help."

Twilight blinked. "I'm sorry, Applejack, but I don't think there is anything that will. If I had more time to research-"

Applejack was giving her an affectionate grin that said she was being an idiot. It was a distinct expression, and one she recognised. She shut up.

"Mebbe you can't block the spell going in. Won't do the Princess any good if you can't hear her say the words. Stuff up your ears."

Twilight blinked again. But-

But it couldn't be that simple. Magical deafening probably wouldn't work; the charm was very thorough and would probably fatally weaken any spells that interfered with it, but she had managed not to awaken other charmed people in the room just by saying the keyword quietly.

Earmuffs, really?

"That... makes sense. I could enchant them to stay on unless the person who put them on took them off again, the charm shouldn't react to that as a threat, and it would stop them being magically flicked off my head. At least it could slow her down a bit - that's a really good idea, Applejack!" She brightened up. "I'll have to sneak them in, and put them on at the last second, but - it's a good idea!"

"I'll make them this evening." Rarity said firmly. "I'm sure I speak for us all when I say I'd like a pair myself. We can put them on once you call for us to enter."

Twilight reached up and stroked Rarity's cheek approvingly with a smile. "Thank you, Rarity. That would be very helpful."

Rarity immediately flushed red, leaning into the touch and doing her best not to stammer. "I - am delighted to serve, my Lady."

"You're wonderful." Twilight told her. "You all are. Does anypony else have more suggestions?"

"We could throw her a party! And then you pop out of the cake, she's all surprised and bam, you're the Empress!" Pinkie contributed cheerily.

Twilight giggled and shook her head. "That could almost work. Plan B."

She looked around at everypony. Rainbow shrugged at her. "If it was me, I'd crash through the window. Oooh, I could crash through the stained window with all of us on it, and I'd burst through myself, and it would look awesome."

"I did wonder about going for the quickest approach. Burst in and cast at once. But I don't think I want to test Princess Celestia's reflexes, if she sees a threat and doesn't realise who it is before she teleports us into the sun."

Rainbow winced. "Ouch. Okay, plan withdrawn."

Twilight looked down at Fluttershy, who shook her head slightly. "Um, I don't have much of a plan. I'm sorry, Twilight. But - do you know what you'll do if there's someone else there?"

"That's why I wrote a letter, asking for a private audience. There won't be anyone but the two of us. Princess Celestia would never think she needed guards to protect her from me." Twilight's ears wilted as she finished more softly than she'd started. It was hard not to slip into feeling guilty about what she was about to do. Even knowing the consequences of not doing it.

Rainbow dropped onto Twilight's lap and grinned at her. "Hey. I came here for a party, not a poutfest. We've made a plan, we're ready to help you out, so let's have some fun already."

"Party time! Party time!" Pinkie produced a party horn and blew it loudly, with an enormous grin. "I haven't been to even one of your sexy parties 'til now! You can't spell party without Pinkie!"

"...I haven't been to one either." Fluttershy added, with a touch of yearning.

Twilight lifted her head and looked around at them all, the shadow over her heart easing and a smile breaking out across her face. "You're right. I do have presents for all of you!" Her hands slid up Rainbow's sides, sliding under her skinny black tanktop and caressing her warm skin. "Rarity, would you bring them out?"

"It would be my pleasure, my Lady."

Applejack sat down on the arm of the chair and ran her hand up Rainbow's back, ruffling her feathers as Twilight caressed her. Rainbow's pink eyes were half closed, a low moan escaping her as she gently rocked her hips against Twilight's lap.

"Presents, Ma'am? Sure didn't know you had that lined up f'r us. Can't wait to see what you have in mind." Applejack said with a smile.

"Rarity helped me get them. It was very sweet of her. That's why it isn't a surprise for her. But I wanted to give you all something nice, even before I knew we were going to go to Canterlot." Twilight squeezed Rainbow's ass with one hand, sighing contentedly.

"I love presents! I love giving presents, and getting presents, and being around people when they get presents! Presents make everyone happier!" Pinkie bounced excitedly on her toes as Rarity entered the room once more, carrying a stack of brightly wrapped boxes in her arms. Crossing the floor with impressive poise, she set down the pile neatly on a low table.

"There. I'm really looking forward to seeing you all open them, you know. They're simply delightful." she remarked with a smile.

"Off you get, Rainbow." Twilight told her firmly, releasing her. The pegasus's eyes flickered into focus and she groaned a sound of complaint as she obediently pushed herself off Twilight's lap and stood up.

Twilight rose from her chair and moved to the parcels piled atop the table, picking them up one by one and handing them to each of her friends without needing to look at the labels on each.

Rainbow was the first to tear into hers, stripping off the colourful wrapping paper in shreds and opening the plain box inside. "No. Way." she declared, lifting out a slinky, skin-tight uniform. It bore double lightning flashes, like the Wonderbolts uniform, but the sky blue had been replaced by black. More drastically, it had cutouts for her breasts, pussy and ass, only a thin thong strap holding the bottom of it together.

Twilight relaxed a little, glad Rainbow hadn't taken the modified uniform as a slight against the flying team that she so admired. "You needed a uniform for your training sessions."

"Am I supposed to put this on right now? I'm putting this on, right now. Stand back, everypony!" Rainbow seized the bottom of her skinny tanktop and tugged it off, unsnapping her bra and exposing her small breasts without a hint of self consciousness as she stripped.

Pinkie shook, rattled and poked hers, and finally tore off the paper with glee. "Party clothes!" she sang out as she tugged out an incredibly tiny costume, an electric blue 'v' of fabric that would barely cover her sex, stretching up to loop over her shoulders and down to her ass. A tube of colourful edible glitter rolled out of the box, and Pinkie seized it with a gasp. "I'm going to be so delicious!" she declared, and began tossing her clothes everywhere with abandon.

"Reckon it's my turn, then." Applejack's box was bigger than Pinkie's, and she eased off the lid with anticipation. Glistening blackness gleamed at her like liquid oil. "Oh mah stars." she murmured as she lifted out a slick, shiny corset. A heart-shaped cutout centred over the stomach, and it came with elbow length gloves and knee high boots, both decorated with rows of loops and small padlocks dangling from them. Looking up at Twilight, she said tenderly, "Thank you, Ma'am. Ah'm going to be the best fucktoy you ever did see, you jest give me a minute to get into this here getup and I'll show you my appreciation."

Fluttershy's box, by contrast, was much smaller than either. She looked down at it with a trace of nervousness, then visibly steeled herself and opened it.

A soft gasp escaped her.

Sat in the silk lined box was a black collar with a large buckle, and a gleaming ring. A tag hung from it, that read 'Fluttershy' on the front. Turning it over with trembling fingers, she read 'Beloved pet'.

"Twilight!" she gasped, and threw herself at her legs, hugging them tightly. "Thank you, it's lovely, thank you. Will you please put it on me?"

Twilight smiled with delight and caressed Fluttershy's cheek. "I'd love to. Please bring your presents to me."

"Rff!" Fluttershy barked at once, and dived back across the room to seize her box in her mouth, crawling back to Twilight with it. Twilight gently lifted up the collar, revealing two small clips with little bells on them lying in the padding beneath, and wrapped the collar around Fluttershy's neck with loving, reverential movements.

Fluttershy panted aloud, lifting her head to make it easier for the collar to settle around her neck. The dressing gown, already inadequately covering her, was now in complete disarray from her lunge across the floor and hid almost nothing. "Thank you!" she whispered sincerely.

"Are you ready for the rest of your presents?" Twilight asked gently. A molten arousal rocked her behind the friendly, gentle expression on her face, shuddering up and down her body. Fluttershy was so hot. She was collared. She was her pet animal. Now she just had to give her the finishing touch.

Fluttershy looked down into the box with a questioning expression, and a look of sudden realisation flashed over her face as she recognised the belled clips for what they were. "These are-!"

"Yes, they're nipple clips. Very soft ones, it won't hurt." Twilight reassured her. "If you don't want to, you don't have t-"

Fluttershy yanked open the dressing gown with both hands, spilling her huge breasts free. "Please!" she begged at once.

Twilight's shoulders visibly shook. Oh, yes. Yes, yes, yes. Tenderly lifting the first clip from the silk lined case, she eased it over Fluttershy's nipple and tightened it very carefully, just enough to hold it in place. Hearing a low whimper escape her, she asked softly, "Does that feel okay?"

"Yes, it's fine." Fluttershy rushed out at once, nodding. Her bell gave a soft chime.

"Good girl..." Twilight breathed, fastening the second clip onto her other breast. Fluttershy crawled out of the dressing gown and pushed it away with her feet, leaving her stark naked. The bells chimed with each movement. "Good girl. Good girl."

Abruptly, she became aware of the other slaves around her. Rainbow Dash was fully into her black and yellow uniform, her shaven sex and her small, pert breasts on full display through their cutouts, and she was eyeing Fluttershy with deep appreciation. Pinkie was tugging her blue costume over her shoulders and giggling at the way the straps pressed into her breasts, and Applejack was looking deeply envious of the collar and clips, half way into her corset and being helped into it by Rarity.

She made a firm mental note to give Applejack a collar of her own, a slave collar rather than a dog collar, as soon as she possibly could.

"I'm sorry that yours couldn't be a surprise, Rarity." she said apologetically, ruffling Fluttershy's mane affectionately. "I just wouldn't have trusted anyone else to do as good a job as you would on the outfits I wanted."

Rarity's cheeks warmed, replying quickly "It was no trouble at all, my Lady. It was a delight and an honour to clad all your slaves just as you wished them. I look forward to designing a suitably exposing outfit for Princess Luna. A maid, perhaps? A matching outfit for her sister?"

Significant parts of Twilight's world rotated on their axis as the image settled in. Luna, her beautiful dark body highlighted by white lace, ready and willing to serve at Twilight's whim on her knees, her breasts exposed by her low cut bodice. Beside her, oh, beside her Celestia in a matching outfit trimmed with black lace, her large milk-white breasts barely contained, the edges of her nipples showing as her bodice threatened to spill her free with the slight motion. She could have them worship her together. Give them a foot each to lick and stroke with their lips, let them work their way up her body to caress her thighs and suck on her breasts, taking turns to finger her.

Twilight's eyes were closed as the fantasy played vividly in the darkness within, her hand sliding to press firmly between her legs. It felt so good. It wasn't right. She was going to just stop Celestia from using the charm on her or anyone she controlled, and let her go. She certainly didn't have any ambition to rule Equestria. She wasn't going to fuck them, one after the other, with Celestia's own strap-on. She wasn't going to make them fuck each other in front of her. She wasn't. She wasn't.

She was so turned on she could barely sit still. Her eyes flashed open. Applejack was fully dressed in her fetish outfit now, her breasts lifted and forced out by the topless corset, arms and legs bound in glistening black and hung with small locks. Rarity had stripped down to her bare skin, and unwrapped her own gift (Twilight had at least wrapped it herself, even if Rarity had made it). She was arranging the final layers of her gauzy costume, a cloud of violet veils that delicately covered without obscuring her generous, nude curves. It was the living picture of one of the Empress's slave girls, and it give Twilight an extra little jerk in the pit of her stomach to see it.

"Rarity." she breathed. "Fetch my outfit from the other room. It's time I dressed for special company."

"Yes, my Lady. As you wish." Rarity replied, curtseying delicately. She vanished into the guest room, heading for the larger wardrobe.

Twilight's eyes passed slowly and lustfully over her friends. Pinkie was still bouncing on the spot, her edible sprinkles poured all over her cleavage, and giggling as her breasts bounced against the narrow straps that crossed them top to bottom. Rainbow was leaning against a nearby bookshelf with pretend casualness, her eyes flicking from girl to girl and her exposed sex already damp with anticipation. Applejack stood at attention by Twilight's side, having annexed the spot as soon as her costume was finished, and Fluttershy gently bumped her head against Twilight's legs with little eager whines and the jingling of bells.

Little explosions of sparks kept bursting at the base of her spine. "You look so hot." she breathed with husky sincerity to her closest friends. "You're all mine."

A visible ripple of happiness spread through the four, Applejack whispering devotedly "Anything for you, Ma'am. Anything you want."

Rarity emerged, bearing Twilight's cloak and peaked cap in a neat pile in one hand, carrying her long thigh high boots in the other. A small wrapped parcel sat on top of the folded cloth.

Twilight blinked. "Another present? I didn't arrange for any other surprises."

Rarity laughed gently. "After all of the gifts you arranged for us? I simply had to find something for you too, my Lady. Fluttershy was very helpful in acquiring it, also. I hope you'll enjoy it."

Twilight ruffled Fluttershy's mane again, with a fond smile. "Thank you, both of you. I can't wait to see what's inside! But first, I should get dressed. Rainbow-" She stood up. "-help me out of my clothes, please. Applejack, I'd like you to dress me afterwards." Her eyes settled on Applejack's clear green eyes and her heart warmed to see the look of joy in them.

Rainbow slid up behind her with a wide grin. "Aw, Twilight. You always know just what to say." Seizing the bottom of her long jumper, she tugged it up Twilight's body enthusiastically, baring her smooth skin. She pressed close, licking a damp trail up her back and letting her small breasts stroke against her owner. Momentarily leaving the balled-up jumper lodged around Twilight's head to playfully blind her, she unsnapped Twilight's bra and tugged it down her arms.

Her grin widened as Twilight said something in a muffled tone of complaint from within the thicket of blue fabric, and she dived down to yank down her black tights and underwear in one go, tugging them entirely off and leaving Twilight reeling. Pre-empting Twilight's exasperated grab at the jumper, Rainbow pulled it off her head with a cheeky smile, exposing her flushed face. "All done, Ma'am!" she sang out.

"Rainbow Dash." Twilight uttered in a tone of dire threat.

"Something the matter? You're naked, aren't you? Didn't you notice?" She gave Twilight a look up and down, her hands on her hips. "I noticed."

"Rainbow-" she began firmly, then was interrupted by strong hands taking hold of her shoulders and spinning her around. Applejack stood before her, in corset, gloves and knee boots, her breasts lifted and thrust out. Rarity definitely had an untapped talent for this kind of outfit.

"Now, don't you pay her little games no mind, Ma'am." Applejack told her fondly, fitting the hole in the peaked cap over Twilight's horn and settling it onto her head. Wrapping the long black cloak around her, she pulled the long ties down from around Twilight's neck and began weaving them back and forth through the side loops, forming a beautiful diamond of cord around Twilight's breasts. Applejack's every touch was gentle and affectionate, full of appreciation for the mare she was getting to caress as she worked. A scattering of powder helped ease the long boots up Twilight's thighs, their sheer blackness framing her colourful pink and purple sex.

Applejack leant forward, pulling her hat into her hands, and laid a soft, lengthy kiss between Twilight's legs. Eventually, she sat back and settled her hat back onto her head, breathing "All done, Ma'am. Hope I pleased you."

Twilight sighed with pleasure as Applejack's warm mouth pressed against her sex, straightening her back. All of them were gazing at her with something between admiration and desire, and she had to admit the clothes - or lack of - made her feel sexy. Powerful. The outfit made her feel desired. She was their owner. Their Mistress. Her violet eyes flashed, an expression of almost arrogant command taking possession of her.

Rarity dropped smoothly to her knees. "My Lady." she murmured softly, bowing her head.

Rainbow gazed at Twilight, captivated. Her wings unfurled tensely, and she followed Rarity's lead, bowing her rainbow maned head in turn.

"Ooooh, you look so sexy, Master!" Pinkie chirruped, and dropped to the floor with the others. Fluttershy nuzzled Twilight's black booted thigh, and Applejack looked up at her with pure submissive lust.

A shudder of arousal visibly rocked Twilight's body, but she didn't let it affect her voice. Nodding towards the last present, she said firmly "Flutterpet. Fetch."

"Rff!" Fluttershy immediately barked, bounding nude over to the table with a jingle of bells. Carefully picking up the bow in her mouth, she trotted back with the present swinging from her mouth, and sat up in front of Twilight with a swish of her pink tail.

"Good pet. Good puppy." Twilight congratulated her. Plucking the present from Fluttershy's mouth, she began to neatly unfold the wrapping, exposing the box within. With a glance at Rarity, who wore a proud smile as she watched, she lifted the lid.

Twilight inhaled sharply. Inside lay the smooth, glossy shape of a black dildo, something immediately recognisable even if she'd never actually held one before, surrounded by a web of straps designed to buckle it to somepony's hips. The base of it bore several studs, to push back against the sex of the pony wearing it.

She carefully lifted it from the box, and absently levitated the box over to the table as she turned the thing over and over in her hands. She'd never held anything like it. It was slick and cool under her fingers, more slender than she'd thought it would be, somehow. It was... it was obscene. She gripped the base, and stroked her other hand up and down it. It was so, so dirty. Her breathing quickened.

A low groan from near her feet snapped her out of her trance. "Oh, mah stars..." Applejack whispered throatily, her nipples jutting stiffly with arousal. "Fuck us. Fuck all of us."

Twilight's hand clenched, her nails digging into her palms. "Fluttershy, you have one of these. Put this on me. I want to see how to wear it."

"Mmmh!" Fluttershy responded at once, and reached up to take it from her hands. Applejack shifted a little to one side to let Fluttershy work, gazing with fascination at the normally shy pony. Settling the base of the shaft directly over Twilight's glistening pussy, Fluttershy leant into her and wrapped the straps around her hips and underneath her, up the centre of her ass. Clips snapped into place, leaving an unfamiliar weight dangling from Twilight's hips, jutting out in front of her and swaying with her every movement.

"Okay. Now-" she began, and got no further. Fluttershy leaned up and opened her mouth, plunging it over Twilight's new shaft, bobbing up and down rapidly. Her huge tits bounced with every jerk of her head down the shaft, bells chiming, and muffled grunts escaping her mouth. "Mmmf! Mmmf!" Fluttershy groaned, the base of the dildo pushing firmly against Twilight's heated cunt over and over.

Twilight's knees almost buckled, the air of absolute dominance that had settled over her vanishing in sheer shock. "Hhaah!" she gasped, reaching back to clutch at the arms of the chair and hanging on to keep herself upright. It was like having Princess Luna in front of her all over again, but where Luna had been slow and deliberate, Fluttershy's movements were quick and urgent.

Twilight's hips shifted reflexively, thrusting against Fluttershy's mouth to press the toy back against her sex, before she managed to seize hold of her scattered thoughts and panted, "Enough, that's enough-"

Fluttershy hesitated, then slowly drew back and looked up at Twilight, a bright red flush colouring her cheeks crimson. "Rrff." she murmured diffidently.

"...okay, wow. Did not see that coming." Rainbow said to no one in particular, eyes wide.

Twilight gazed down at Fluttershy, shaking her head once to clear it. "That was... really amazing." Looking around at her friends in various states of shock, she found her train of thought repeatedly derailed by the realisation of what had just happened.

"Guess it rilly is always the quiet ones. Dang." Applejack offered.

Which applied to Twilight herself, she supposed. She shifted her hips, feeling the weight of the toy tugging at her. She needed to reward Fluttershy. Reward all of them for their devotion. A grin broke across her lips as an idea occurred to her, painted in vivid mental pictures. Yes. That would be fun. But before she let them go at each other, she wanted to be first. To put her mark on them.

She clicked her fingers peremptorily. "Everypony, follow me."

With a chorus of 'Yes Ma'am' and 'Yes Master's, her pets followed her obediently as she lead them into the large bedroom, and gestured at the four poster bed. "All of you, face the bed and bend over. Tails up, asses in the air." she commanded huskily.

In a rush, they obeyed. Rainbow Dash was first, waggling her rainbow-striped tail in the air with eagerness, then Rarity, her cheeks flushed with the indignity of the position, then Pinkie wriggling delightedly, then Fluttershy and finally, Applejack, at the far end of the line. Five ready, eager fucktoys, bared cunts waiting to be taken, quiet but for their quick, short breaths.

Twilight gestured with her horn. A cabinet on the wall popped open, and a flat, round jar floated across the room to settle into her hand. Unscrewing the lid, she scooped out some of the smooth white cream within and spread it liberally over the shaft with her fingertips, the white fading as she rubbed it in, leaving the shaft slippery and glistening. The jar levitated back into the cabinet, and Twilight stepped forward, remarking lightly "I hadn't expected to have a good use for that so soon, but preparation is lubrication!"

Rainbow Dash glanced over her shoulder with a disbelieving look, and broke into sniggers. "Twilight, did you really just make up a rhyme about lubricating sextoys-"

Twilight seized Rainbow's hips, and pressed her lubricated shaft firmly against her shaven cunt. Gripping the base, she slid it up and down to find the right angle, then thrust the toy into her.

"Haaaah!" gasped Rainbow, her back arching and tail twitching, wings jerking.

"Sorry Rainbow, were you saying something?" Twilight asked her with a wickedly playful smile. As the blue pegasus opened her mouth to reply, she pulled back, then buried the toy in her again, cutting her off entirely. It felt incredible. Not just the way the toy kept grinding its studded base against her sex, though it was sending chills racing up her spine. It was the way Rainbow writhed each time she thrust against her. It was feeling her thighs press against Rainbow's ass through her skintight fetish uniform. It was the complete feeling of ownership, of control, as she seized her colourful tail and swished it against her bare breasts. She'd never felt so confident, so powerful, so self-assured.

"Fuck!" Rainbow gasped, shuddering. "Fuck me, Twilight!"

"I've got some lovely ideas for you all. I'm so happy to have you all here, like this, waiting for me." Twilight said warmly. Her hand played across Pinkie's upturned ass, making her giggle, then slid up and down Rarity's thigh as she settled into a slower, firmer rhythm of thrusts into Rainbow Dash. "The first game is getting a very, very generous sixty seconds of being fucked by your owner. If you don't cum, you don't get to for a while." She gave a particularly firm thrust into Rainbow, delighting in the wordless groan of need, and asked sweetly "Okay?"

"Mmmh! Fuck!" the pony beneath her whimpered, nodding.

"Now that wasn't a proper answer." Twilight responded with playful disappointment, coming to a complete stop and folding her arms across her bare chest.

"I get it! I get it!" Rainbow cried out urgently, then cried out as Twilight immediately resumed fucking her. Glancing up at the clock across the room, the second hand sweeping around in small, measured steps, she declared, "You start now."

"Yeah, yeah, yeaah..." Rainbow Dash gasped, thrusting back with her hips as rapidly as she could. Oh, it was so hot to see the cocky flier this desperate, this eager, writhing on her toy.

"Ma'am!" Applejack's voice was strained with arousal and need. "Please, if y'doing this, won't you let us play with ourselves while we wait our turn?"

Oh, that was a delicious idea. "Yes. Everypony, please play with yourselves while you wait your turn." Twilight ordered benevolently, over the background of Rainbow's jerky moans. Her eyes flicked to the clock. "Thirty seconds, Rainbow."

"Not yet!" she panted, tossing her mane. "C'mon - Twilight - can't you do me - harder than that? I'm going to - sleep over here!"

Twilight's hand swished through the air and landed on Rainbow's flank with a stinging crack, then another, the fetish costume baring her ass and offering no protection. Her pale blue skin reddened under the blow and Rainbow yelped "Yeah, fuck yes, yes, yes, fuck! Fuck!" Her body convulsed on Twilight's toy, leaving her shuddering wordlessly in orgasm.

Twilight nearly came at the sight, desperately clawing back the rising tide of pleasure that nearly obliterated her. She could feel Rainbow's body jerking against her, her colourful mane sweat matted and her thighs glistening with her juices. It was the single most arousing thing she'd ever seen.

Shakily, she pulled back from Rainbow's prone body and took in the rest of her slaves. The four of them were each playing with themselves, fingers working against glistening cunts, lust-fogged eyes glancing back at her in needy desire for her attention and approval. The air was heavy with the scent of arousal, overpowering everything else.

It was hopeless, she thought in a single moment of clarity. She couldn't come back from this. She could never see these ponies as just friends again. They were hers. Had to be hers. She'd do anything she had to, just to make sure of it.

Her hands slid up Rarity's diamond-spangled flanks.

"Please, my Lady! Please honour me with your touch! I beg of you, fill me, give me everything you have!"

She'd do anything.

The shaft parted the artistically arranged veils and slid into her soft, milk-white sex. Rarity moaned her thanks and gratitude, her worship.

"Sixty seconds."

"Yes, yes my Lady, thank you! To be penetrated by you is divine! I adore you!"

She was balanced on a simmering cauldron of desire, just holding it back. If she slipped, the sheer force of her lust could knock her right off her feet. Her thighs came together with Rarity's body again and again, driving louder and louder squeals from her. "I've never - hhaah - never done anything like this, ever - ahhh! - before, I hadn't even imagined being taken - by you, like this - please - yes!"

She couldn't cum yet. She couldn't cum yet. She couldn't. She still had three girls to go. She had to hold on. Her hands dug into Rarity's thighs, and the shaft slapped back against her as Rarity's hips rose to meet her thrust. Head swimming, it was all that she could do to make herself focus on the hands of the clock enough to read it.

"T-ten seconds!" she gasped. She could hold on. She could.

"No, no! Don't stop, I beg of you, I, I'm too close to stop now, I - I - aaaaaieeee!" Rarity cried out, her long nails clawing desperately into the bedsheets as she writhed and twisted.

Pulling back a little to take the pressure off her own sex, body quaking, Twilight managed to push out, "You look wonderful, Rarity, just - wonderful."

Draped over the bed, collapsed fully to her knees and breathing deeply, Rarity looked over her shoulder shakily and breathed sincerely "Thank you."

Rainbow Dash grinned and leaned over, kissing Rarity's soft cheek and working her way around to her lips, kissing her with satiated pleasure. Rarity's lips parted, and she returned Rainbow's kiss with a soft groan.

"Me next! My turn, my turn!" Pinkie called out eagerly, wriggling her ass at Twilight.

Twilight moved closer, her hands trailing across Applejack's lower back and across Fluttershy, stroking between her wings as the two of them moaned together. "That's very good," she told them, her voice kindly, but tainted by darker lust. "I'd like you to both just keep fingering yourselves and keeping yourselves ready to cum until I'm ready to fuck you, okay?"

"Y-yes, Ma'am." Applejack panted, joined by a shuddering yelp of agreement from Fluttershy.

Twilight inhaled. She had just about got a grip on her surging arousal, chaining it, holding it steady within her. Her hands slid slowly up and down Pinkie's ass, squeezing and kneading with increasing firmness.

"Mmmh!" Pinkie moaned. "My turn, Master?" Her hand, still working up and down her cunt, withdrew to bare herself fully and she seized her breasts with damp fingers, pushing herself up with her elbows.

"Your turn, Pinkie." Twilight confirmed with wicked satisfaction as she gazed at the party pony's exposed body, and guided the dripping toy against her damp sex. Her pink fur was soaked, her arousal already spread wide by her darting fingers, and the slim shaft pushed into her body without resistance.

"Ooooh! Ohh, that's really nice! It's even better than cake!" Pinkie gasped. Her legs stiffened, pushing her hips upwards against the toy within her, and she panted distractedly after a few seconds "I mean, it's not better than all cake, but it's better than a lot of cakes, unless I was eating them off you, which I would totally love to be doing, unless - mmmmh! - I was eating cake off somepony else while you were fucking me, so I-"

Twilight swatted her ass firmly with the flat of her hand, a jerk of sensual electricity shooting up her body at the satisfying sound of palm impacting soft skin, and groaned sternly "Focus on - what I'm doing - Pinkie!"

Pinkie giggled breathily, panting "Sorry, Master! I'll be quiet and get fucked, shall I, Master? Is that the most fun, Master?" Her hips thrust back against Twilight's shaft, grinding the studded base against her sex, and Twilight jerked violently as a spike of pleasure nearly cracked her delicate balancing act.

"Pinkie, wait-" she gasped, feeling herself on the very edge.

"Wait for what, Master? I've only got forty seconds, Master! I can't waste time!" she declared with cheerful earnestness.

"Pinkie, I- I-!" Twilight stammered, trying to hold back. She failed. The shaft rubbed firmly against her clit and she seized Pinkie's hips, a shattering explosion of pleasure detonating within her and wiping her mind with white light. She shuddered and bucked thoughtlessly, hammering the toy into Pinkie, and barely heard her cry out "Oooh! Master! You're so rough!" before breaking into an uninhibited wail of her own. The two pushed back and forth against each other in a dizzying dance, until Twilight collapsed across Pinkie's back and buried her head in her sweet scented mane.

Twilight only slowly came back to herself, dizzy and shivering with little aftershocks. Rainbow raised her head from kissing Rarity, calling out "You're neglecting your fucktoys, Twilight!" with a grin.

Pinkie giggled, then gasped as Twilight shakily withdrew from her, the toy dripping with yet another pony's fresh lusts. Fluttershy looked around with bright red cheeks, her fingers busily working in her flushed sex, and whimpered aloud "P-please, I don't think I can hold out for much longer!"

-yes. Yes! She had a duty to fuck all of her friends, and she was letting Fluttershy down! Twilight moved on wobbly legs to seize her pale yellow ass with both hands, her fingers sliding over Fluttershy's cutiemarks, and demanded "Stop touching yourself, naughty puppy! It's time for me to fuck you."

"M-mm! Woof!" Fluttershy panted in agreement and pulled her hand away, her hips jerkily thrusting back and forth against the air, unable to stop herself. Twilight took hold of the shaft with one hand and guided it up and down against Fluttershy's slick sex, finding her angle and burying the toy with a single hard thrust of her hips.

"Haaah! Ahhh! AHHHH!" Fluttershy screamed immediately, her head jerking back and her wings bursting into full spread, shivering jerkily with little tremors. The cry went on and on, before it finally faded into a series of quick little gasps, leaving her slumped against the bed. Trying hard to gather her breath, she panted, "S-sorry, sorry, I just couldn't hold it in anymore... I hope you're not too disappointed."

Twilight carefully withdrew from Fluttershy, prompting a little yelp from the soft spoken pony, and said with a gentle smile "I don't think anyone was disappointed by that. You're amazing, Fluttershy. I really loved holding on to you and feeling everything, connected to you. I'm very pleased with my puppy."

Fluttershy buried her face in the blanket, shyly mute, but wagged her tail in the air with little sways of her upturned ass.

"Guess it's my turn now... Ma'am."

Twilight's gaze was drawn irresistibly to Applejack. The farm pony, dolled up in her intricate fetish wear, was propped up on one hand. The other rubbed slowly and firmly up and down her sex, using the flat of her palm, her orange thighs damp above her high boots. The locks decorating her glove chinked softly against each other with each movement of her hand. Her green eyes were fogged with lust and worship.

A tremor in her voice, Applejack breathed throatily "Ah've been waiting for you. Been waiting for this for a long time. Ah want to feel you all the way inside me. I want you t'take me like a colt. Ah'm just a simple girl in need of a good, hard fucking. Please, Ma'am. Won't you give it to me?"

The world narrowed to Applejack alone. The sweat sheen on her bared skin, the liquid glisten of the corset, the heave of her bare breasts as she breathed harshly. Twilight moved closer without even realising it, her hand smoothing gently and reverentially over the firm curve of her ass and down her muscled thighs. Applejack's hand slid away as Twilight's neared, baring her gleaming cunt, the hairless skin coated in her wetness and darkly flushed. Her fingertips grazed her slave's slit, and Twilight brought them to her lips to taste Applejack's arousal.

"I'll fuck you, Applejack." Twilight promised her softly. "I'll fuck you hard. Just like you always wanted me to."

Applejack shuddered at Twilight's words, eyes wide and her hips thrusting back towards her. "Fuck me, Ma'am. Fuck me." she pleaded.

Twilight took hold of the drenched shaft and squeezed firmly, then stepped a little closer. The shiny tip slid tormentingly up and down Applejack's pussy, dragging a long, low groan of need from her.

"Don't tease me, now! Do me!"

Twilight couldn't have stopped herself for anything in the world. Not if Princess Celestia had appeared with a crash of thunder and light and personally commanded her to stay where she was. She felt the toy press back against her drenched sex as it slowly, inexorably slid into her closest friend and lover without resistance, a violent shudder of arousal working its way up her spine.

Applejack's head dropped forward, a deep, low groan sounding from her chest. "Ooooohhhh." she breathed. "Oh mah stars. Oh Twilight, darnit, please, please."

"Yes. Oh yes." Twilight whispered in response. The toy pulled back, then thrust into Applejack's yielding heat once more, and she almost felt as though she was watching herself from the outside, a glazed look of complete concentration in her eyes.

Applejack gasped again, louder, her shoulders and back tense as she pushed back against the shaft within her. "Mah cunt is all yours! Mah tits, my ass, everything! It's all yours! You're taking me, I'm yours, I belong to you, fuck me, fuck me...!"

"I love you! I want this!" Twilight blurted without conscious thought, over the accelerating sound of her hips meeting Applejack's thighs. Leaning over her, Twilight's stiff nipples dragged against the slick surface of Applejack's corset and she reached down to seize handfuls of her swaying breasts, kneading them with increasing firmness.

"Oh! Oh yeah! Treat me rough, Ma'am, I c'n take it! Give me everything you've got!" Applejack gasped as Twilight squeezed her nipples.

"If that's what - you want, Applejack-" Twilight panted. A loud crack of skin on skin echoed around the room as she spanked her breast hard with the flat of her hand, a tiny part of her glowing with sadistic pleasure at the sound.

Applejack nearly lost her balance, gasping aloud. "Yes! Spank me!" The bed shook under their frenzied lust as Twilight slapped her breasts again and again, entirely losing control of herself. Reaching up with her free hand, she seized hold of Applejack's sweat-dampened mane and pulled, wrenching a desperate cry from the farm pony's throat. Applejack's body shook violently with orgasm, burying her head into the bedsheets and releasing a long, raw shriek of overwhelming pain and pleasure.

Awareness slowly filtered back to them both, Twilight's body heaving with gulping breaths that matched Applejack's heavy, ragged pants. Seizing hold of the bedpost to keep herself upright, Twilight managed, "Are you okay?"

"I - whew, I'm jest fine... I think..." Applejack gasped. "Might be a mite sore f'r a while."

Shivering, Twilight placed a hand on Applejack's firm ass and pushed herself back gently, slowly withdrawing from her sex. Her own legs trembling, she staggered around the corner of the bed and flopped onto her back in front of the five of her toys, utterly exhausted.

"My goodness, my Lady." Rarity murmured respectfully, reaching out to stroke Twilight's tangled mane back from her brow. "That was just terrifying. And very impressive!" she added quickly, glancing at Applejack and nodding. "I truly thought you'd demolish the entire bed."

Twilight's cheeks heated, despite a little part of her reminding her how absurd it was to feel embarrassed when she was lying nude before all her closest friends, friends she had just fucked one after the other, with a messy, slickly coated dildo jutting vertically upwards from her hips. "I might have got a little carried away." she admitted, relaxing with a sigh.

"Won't hear any complaints from me." Applejack replied gently, crawling forward onto the bed and kissing Twilight's thigh. As if that were a signal, the others pulled themselves up onto the bed beside her and together they sprinkled Twilight's limp body with kisses and licks, Rainbow working her way up the curve of Twlight's neck with surprisingly gentle tenderness, Rarity kissing her breasts, Pinkie and Fluttershy giggling and whispering to each other as they trailed their mouths over her stomach and thighs, and Applejack alternately caressing her legs and pressing her lips against her warm skin.

"...that's really nice." Twilight murmured. Her body ached in new and unfamiliar ways, and as her slaves worked over her, she couldn't help but feel herself untensing and relaxing into the rumpled sheets. "Oh, wow..." she breathed dazedly after a few moments. "That's really, really nice."

Rarity nuzzled her head against Twilight's small chest, her intricate mane tickling her owner's skin pleasantly. "I would be happy to stay as long as you wish, my Lady. I do have several jars of delightful skin ointment that I purchased from the spa - I simply had to have a little for my own use, it isn't as though I can go every day!" She laughed a little at the notion.

"Can't you? Won't you? Don't you want to?" Pinkie asked brightly, pushing herself up with both hands.

"Well, as much as I might like to, it would get a little expensive." Rarity replied demurely.

"But they are ever so skilled with their hands." Fluttershy added earnestly, lifting her head with a soft jingle of bells.

"Why, I would never even imply that they aren't worth every bit..."

Rainbow Dash shook her head and nipped gently at Twilight's ear. "Hey, don't take it personally!" she whispered conspiratorially.

Applejack grinned up the length of Twilight's body from where she sprawled between her legs. "Reckon that licking y'naked body comes a real close second t'chatting about the spa."

Pinky giggled. "Of course we love Twilight more than the spa! She's delicious!" Ducking her head, she lapped at Twilight's belly, prompting a sudden giggle from the prone pony.

Lifting her head, she smiled warmly at all of them. "I love you. All of you. I hope you know that. You're my favourite ponies in the whole world." And Luna. And kind of Zecora, too. And if this went right, Celestia. Every pony she'd charmed was so incredibly special. She was so lucky to have found this life, to be so much closer to the ponies she loved.

Fluttershy, Rarity, Pinkie and Rainbow looked at each other, then as one they snuggled closer to her. "Thank you, ever so much." Fluttershy said with a little tremor in her voice as she buried her head against Twilight's side.

"Mmmhmm!" Pinkie agreed emphatically, bumping Twilight affectionately with her head.

Twilight blinked. "Thank you?" she echoed in a puzzled tone.

Rarity looked up at her, then slightly to one side, demurely. "They - that is to say, we - were a little concerned that your true affections were a little more singular in nature." she said delicately.

Twilight's gaze turned instinctively to Applejack. The farm pony shook her head with a fond smile. "I get it, ah do. But y'all should know better'n that. Don't reckon there's a single one've us that hasn't felt how much Twilight cares for you, even before all this started. Heck, she pulled us all together, and we're better for it. Ah'd lived here all my life, and I still didn't know you all the way I do now. I wouldn't want to leave any of you out. We're in this together, the whole pack of us."

"Yes. You're all the most wonderful ponies. I had no idea what I was missing from my life before I came to Ponyville, and now I could never imagine being without you. I'll go to the ends of Equestria for any of you. Let's stay together. All of us." Twilight finished softly.

Rainbow yawned, lengthily and pointedly. "Way too many feelings, not enough screwing."

Twilight giggled. "That wasn't enough? Oh dear. I think that means it's time for the game I wanted to play with you!"

"Party games!" Pinkie Pie cheered enthusiastically. "What do we do, how do we play?"

Lifting her head, Twilight pointed to the ground at the foot of the bed. "Okay, everypony! Please go and stand over there."

Applejack gave her an intrigued look with a broad smile. "Sure thing, Ma'am."

One by one, curious and happy to play along, the five of them moved to stand in line facing the bed. Twilight shuffled across the bed and swung her legs over the end of it, sitting neatly facing them, the toy resting between her legs.

"So, my Lady. How is this game played?" Rarity asked with a little tilt of her head.

"Well, I begin by taking over all of your minds." Twilight told her, with a lingering tingle of delight. Their expressions had barely time to change before she called out firmly "Awaken!"

"I'm awakened, Twilight." Five ponies recited their awakening words together, a monotone chorus that sent shivers down Twilight's back. Rising from the bed, she breathed approvingly "That's right. Okay everypony, I want you to say..." She paused for a moment, then continued huskily "I worship and obey Twilight Sparkle."

"I worship and obey Twilight Sparkle." The words rang out loudly, a perfect mindless chorus.

Twilight's eyes fluttered, a heated breath escaping her. She looked into the blank, empty eyes of her friends and lovers. Her slaves. "Say it again."

"I worship and obey Twilight Sparkle."

Her hand gripped the damp base of the dildo and pushed it back firmly against her cunt, rubbing it up and down. Her hips rocked. "Again! Louder!"

"I worship and obey Twilight Sparkle!"

Twilight's breath came quick and sharp. They looked so sexy, so hot like that. Her fingers trailed over their motionless bodies, one by one, finally snagging on one of the electric blue straps that crossed Pinkie's breasts. She pulled the strap back slowly, until it slipped from her fingers and abruptly snapped against Pinkie's skin with a loud crack. The strap settled askew, baring her deep pink nipple.

"Oh, Pinkie." Twilight murmured. Her fingers slipped into the other strap, drawing it away and fully exposing the mindless pony's other breast, before she let go and shivered again at the fresh smack of stretchy cloth against bare skin.

She was tempted, dreadfully tempted, to keep them like this for a while. It didn't have to be for too long. Just a bit longer. Just a little more time with her perfect, poseable dolls. Her fingers trailed up Rainbow Dash's exposed sex and she said lightly "Rainbow, declare you live to serve me as the champion of my fliers."

Rainbow straightened a little, pushing her chest out and a slightly more focused look entering her blank eyes. "Ma'am! I am the best flier alive, Ma'am! I lead your wing slaves as your personal Captain, Ma'am! I live only to serve you, Ma'am!"

The iron certainty in Rainbow Dash's voice felt like a tongue on her body. She was the least submissive of all her toys, and seeing the fanatical devotion on her face ached within Twilight's sex. Her hand slid over her own nipples, squeezing the rock-hard points one after the other.

Somewhere inside, she knew this was dangerous. That she shouldn't let herself give in to her more extreme desires, because each inch of ground she gave was much harder to get back. Turning away from the spectacle of her five mindfucked friends, she seized hold of the bedpost and breathed in deeply, fighting for self-control.

Breathing hard through her nose, she finally ordered "Rainbow, forget everything you just said. You're just the same as you were when I awakened you just now."

"I've forgotten it. I'm the same as I was just now."

Okay. That was a good step. She didn't want Rainbow to wake up like that, with such potent orders that she literally cared nothing for anyone or anything except Twilight's service. She groaned aloud, her fingers tightening on the post. Oh, but she did. Not as her default state of mind. Not to be left in day to day. But just for a little while...

No. She already had a game in mind, and that was more than enough. Focus on that. She turned around to face the others once more, breathing in deeply.

"Listen closely, everypony, and don't repeat these instructions back. I'm imbuing the strap-on with a little magic spell. Whoever wears it gets to give you orders, that you obey just the same way you obey my orders. My orders are more important than anyone else's, though. I can always overrule any other command." She didn't want any confusion about who was in charge.

"While you're wearing the toy, you feel like being firm and commanding to everyone except me. You feel very owned and compliant with my wishes while you wear it. You will get to pick a pony and fuck her. When you've finished fucking her, you will put the toy on her. If you've just been given the toy, you can't choose the pony that gave it to you. Confirm you understand." she finished.

"Got you." "Right." "I understand." "Okay." "Sure..." the five responded in a medley of overlapping voices.

"You'll all come around knowing the rules of the game I've just given you, okay? Now everypony, slumber."

The five ponies relaxed as one, Rainbow losing her iron-backed pose of parade ground attention. One by one their gazes cleared, and they looked around at each other with fresh eyes, knowing what was about to happen.

"...well now. So that's the game, huh?" Applejack's eyes fell to the strap-on. "So who gets it first?"

Twilight's gaze played slowly over the girls in front of her, taking them in one by one. She already knew exactly who she was going to pick, but it was just too much fun watching each of them tense when she looked at them.

Finally, she looked straight at her chosen pony and declared, "Fluttershy. This is for you. Come and help take it off me, and put it on."

Fluttershy squeaked, her little flinch causing an involuntary chime of bells. "Me?" she protested, but walked forward slowly.

"That's right. I think you deserve it." Twilight told her with a smile. Lifting herself off the bed, she sighed as the unfamiliar weight fell away and settled back to watch intensely as Fluttershy began fastening the toy around her own hips, despite her embarrassed reluctance.

The final buckle snapped closed. Fluttershy straightened, and a distant look came over her face for a moment.

Her head lifted.

"Stop standing around watching me and line up." she ordered firmly, her expression hardening. "I'm not going to choose anypony that's not paying proper respect."

"Er- right." Applejack replied, somewhat stunned by the change in her attitude. Quickly crossing to beside Pinkie, she lined up again.

Rainbow couldn't contain herself, sniggering over and over behind her hand. Without warning, Fluttershy was suddenly an inch away from her, giving her an iron-hard stare that choked the laughter in her throat.

"I don't think that sniggering is very respectful, Rainbow Dash."

"Uh-"

"I didn't tell you you could answer back, either."

Rainbow swallowed. Her eyes were wide and perspiration was breaking out on her forehead as she tried to meet Fluttershy's stare.

"You can say 'I'm very sorry' now."

"I'mverysorry!" Rainbow blurted in a rush.

"That's better." Fluttershy stepped away, and Rainbow wilted, giving Twilight an incredulous look that instantly snapped back into a frozen expression of respectful attention when Fluttershy glanced back over her shoulder.

"Rarity, I'm choosing you." she said, coming to a stop in front of her.

Rarity inhaled quickly, mingled nervousness and anticipation on her face. Fluttershy's gaze pinned her, frozen where she stood.

Already, Twilight was fascinated. She'd thought Fluttershy was choosing Rainbow - it made sense, they had known each other for a very long time. Fluttershy and Rarity had spent a lot of time together too though, and shared a sense of fashion... "Why did you choose Rarity?" she asked curiously.

Fluttershy's expression immediately melted with adoration and she twisted around with a lovestruck smile. "It's because we went to the spa together hundreds of times and she never even noticed that I was trying to show off my naked body to her, Mistress."

Rarity's jaw dropped. "But- darling, you never said anything!" she protested, then quailed as Fluttershy turned back.

"You will address me as 'my Lady', the same way you'd speak to our Mistress." Fluttershy told her.

Rarity blinked, then nodded quickly. "Yes, my Lady. What would you have me do?"

Fluttershy looked down at the toy, then at Rarity and said matter-of-factly "There's something I always fantasised about, and I'm going to make it happen now. Kneel and expose your breasts, Rarity."

Rarity's pale cheeks coloured, but she slowly dropped to her knees and began rearranging the veils around her, uncovering her soft chest. "Yes, my Lady."

"Dominant Fluttershy's kind of a bitch." murmured a voice into Twilight's ear, very softly. Rainbow Dash was beside her, Appejack and Pinkie settling at her other side.

Twilight nodded absently, her eyes not leaving the two. Whatever she'd done to Fluttershy with her commands to be more forceful, the result was simply incredible to watch. Her thighs squeezed together.

Fluttershy walked around Rarity and turned to face Twilight and the others. "I want you to wrap your boobs around this toy and rub it." she instructed the kneeling pony.

With a crimson blush of abject humiliation, Rarity nodded. "If you command it, my Lady." she replied meekly, and gathered her milk white breasts in both hands. Sitting up on her knees, she pressed her breasts together around the slim black shaft and began to slide them up and down, Fluttershy standing over her with an expression of satisfied desire, her own heavy breasts rising and falling rapidly.

"That's right. Don't stop." Fluttershy told her, a rich flush rising on her cheeks. Her hands moved to her chest and flattened over the bells, dulling their chiming as she kneaded herself. "I've always been attracted to you, Rarity, and it was ever so frustrating that you didn't notice. I know that you weren't interested in mares - thank you so much for changing that, Mistress!" she added quickly with a beaming smile at Twilight, then looked back down. "-but you could have at least realised."

Rarity looked up at Fluttershy, hesitating for a moment, then quickly resuming the massaging of the shaft as Fluttershy began to slowly slide the toy back and forth against her chest. A warmer expression was slowly taking possession of her, the embarrassment and humiliation giving way to a kind of pleasure in the situation. "I may not have noticed before, my Lady, but I've certainly noticed you now. You have such a superb set of curves, I don't believe anyone in Ponyville could match you. Now that I know... yes, I am most certainly interested in you." she finished breathily, her nipples stiff and her hips shifting gently where she knelt.

Fluttershy groaned, looking down at Rarity through her eyelashes. "I've really wanted to see you like this." she breathed. "I wanted to see you desire me."

"I do. I do..." Rarity replied sincerely, her head tilted back to meet Fluttershy's gaze, grinding her body against her. Fluttershy's hips began to rock faster as her enthralled pleasure rose, and Rarity took hold of the slick shaft, stroking one breast against it as she pushed it back more firmly against Fluttershy's sex.

"I want to give you pleasure, my Lady. Please, take everything you can from my body. Let me please you." Rarity nuzzled the side of her head against Fluttershy's stomach, then lowered her head and gave the tip of the toy a lick as it emerged from her cleavage.

"Oh, oh gosh-" Fluttershy panted, sounding more like herself than she had ever since the toy was strapped to her. Her fingers dug into her heavy breasts, indenting them deeply, and she shuddered and quaked through a quicker, smaller orgasm, exhausted from the pleasure she'd already endured. As the shivers died down, a sudden blankness swept over her and she stepped back in a daze, unbuckling the toy.

Rarity glanced back at the others with an abrupt look of deep embarrassment, though she offered them a somewhat sheepish smile, and stood up. As though on cue, Fluttershy stepped forward and wrapped the toy's straps around her waist and buckled them. Rarity stiffened, and Fluttershy's gentle eyes cleared.

"Oh!" she squeaked, and covered her mouth with both hands. "I- I'm so sorry!"

A warm hand settled on her shoulder, and Rarity gazed into her eyes with a slight smile. Confidence settled about the veiled pony like a cloak, and she seemed to stand a little taller, completely unashamed of her bared breasts and the traces of dampness from the toy. "Fluttershy, darling. You mustn't worry." she said in tones that brooked no argument. "I enjoyed it, and we have things to talk about. Later. First, I have a pony waiting for me."

Turning around, her gaze met Twilight's and she curtseyed deeply, without losing an iota of the air of power that she radiated. To Twilight, her eyes practically sparkled. She had a sudden aura of glamour, something she'd occasionally seen when Rarity dressed in the outfits she was most proud of and went strutting through a crowd, supremely confident she was the most attractive mare present.

"My Lady. Would you please have one of your plain white blouses and a skirt brought out?" she asked with complete composure.

Twilight blinked. After the incredible show Fluttershy had just put on, she wasn't sure what she'd expected from Rarity, but this wasn't it. Restraining her urge to ask why, she rose from the bed with a smile and crossed to the large wardrobe, where she kept some of her spare clothes on a top shelf. Picking out one of her folded blouses, she selected a knee length purple skirt and turned around with them, tilting her head questioningly.

"Is this what you wanted?" she asked.

The clothes levitated from her hands and unfolded in midair before Rarity. "Yes, these will do nicely. Thank you, my Lady." She inclined her head respectfully again, and as Twilight gazed at her, appeared to be waiting for Twilight to resume her seat.

With a look of amused curiosity, Twilight obliged.

Rarity nodded. "Rainbow Dash. Come."

"Warm me up a bit first, why don't you?" Rainbow protested with a sly grin, hopping off the bed. "I knew it wouldn't be long before somepony picked the most awesome pony in the room."

Rarity levelled a stern look at her. "Rainbow Dash, you will refer to me as Miss Rarity, and you will put these on."

The clothes dropped into Rainbow's hands, and she looked at Rarity blankly, then back at Twilight. "Seriously? You want me to do this?"

"Whatever Rarity decides." Twilight replied firmly.

"Fiiine." Rainbow sighed, shrugging into the blouse without removing her skintight costume and doing up half the buttons. Sliding the skirt up her black clad legs, she left the tails of her shirt hanging loose over the top.

"Miss Dash." Rarity said with a frown. "Do up all of your buttons and tuck in your blouse at once."

Rainbow gave her a rebellious look, but did up the buttons and straightened the blouse. "Sure, Miss Rarity." she replied insolently.

Rarity stepped forward, and a flicker in Rainbow's eyes betrayed her slight nervousness. "So long as I have you, Miss Dash, you are going to dress and speak as a proper young lady." she said firmly. "Now pirouette."

"Sure, Miss Rarity." Rainbow replied, rolling her eyes as she began to turn.

Twilight made sure to catch her eyes and give her an approving look as she turned, fascinated. Fluttershy sheepishly crept up to lean against her legs and Twilight stroked her pink mane soothingly, relaxing the naked girl.

"Very good. Again."

"Suuure, Miss Rarity." Rainbow began to turn again, then halted abruptly as Rarity's hand seized her ass.

"Stop there, Miss Dash." she purred, moving closer. Her hands moved under Rainbow's skirt and began to knead her ass firmly, exposed by the fetish Wonderbolts suit the flier wore beneath it.

"Mmmh. Okay, Miss Rarity." Rainbow groaned much more compliantly, pushing her ass back against the warm touch of Rarity's hands.

"Yes. I do have to inspect you, thoroughly. To make sure you're dressed as a proper young lady should." Rarity's fingertips slid between Rainbow's legs from behind, her nails trailing up and down her shaven cunt, and prompting another quick gasp. "This is disgraceful. No proper underwear to go with your lovely skirt and blouse. What am I going to do with you?"

Rainbow's hips rocked against Rarity's hand, and she muttered under her breath, "Well, you could just fuck me."

Rarity chose to ignore her, and continued "I'm going to have to take you in hand, Miss Dash, and teach you proper ladylike conduct. Bend over and grip your ankles."

"This is ladylike?" Rainbow asked with a grin as the flexible pegasus bent forward, her ass in the air.

Rarity flicked up her skirt around her waist and her pale hand connected with Rainbow's bared ass with a loud smack. "Respect, Miss Dash! You must thank me after each spank, do you understand? This is for your own good."

Rainbow yelped, looking over her shoulder at Rarity with a look of protest. "Rarity-"

"Miss Rarity." Her hand descended firmly again.

"Ow! Okay, thank you Miss Rarity!"

Applejack wriggled around Twilight to make room for Pinkie Pie to cuddle up to her, the two snuggling against her on either side. Fluttershy rested against Twilight's booted legs, watching with quiet fascination.

"Guess there's some real interesting stuff in a lot of folk's fantasies." Applejack murmured to Twilight, nodding towards Rarity who was now spanking Rainbow steadily.

Twilight looked at her with a smile. "I wonder what you'll do."

"Heck Ma'am, I'm all about being on the receiving end. Reckon I'll jest give someone a good, hard fucking."

"I don't know yet! I'm so excited!" Pinkie chipped in. "I can't wait for my turn!"

"Thank you, Miss Rarity!" gasped Rainbow yet again. Her ass was stinging and reddened, but each time she'd gone to let go of her ankles, Rarity had smacked her harder.

Rarity nodded, mollified. "There. That is a much more respectful tone. Now, Miss Dash, let us work on your attitude to those older and more experienced than you."

"We're the same age!" Rainbow protested, then yelped at a fresh blow. "Thank you Miss Rarity!"

"A properly bred young lady is glad to offer her pussy to her elders and betters, Miss Dash. Are you a properly bred young lady?" Rarity gave her a severe look.

Flushed and panting, a grin crossed Rainbow's face and she glanced around to reply with her best attempt at sincerity "Oh yeah, Miss Rarity. I'm a proper young lady, and my pussy is all yours."

"Very good." Rarity replied approvingly, and her hands slid down Rainbow's costumed thighs. Drawing closer, she guided the damp toy up and down the other mare's cunt, gathering dew from her earlier arousal, and worked the tip of the slim shaft into her.

"Ohhh yeah." Rainbow groaned. "I'm feeling more proper every minute that goes by." She pushed back against the toy, sliding it further into her body. "How does a proper young lady ask to be fucked, Miss Rarity?"

"Respectfully and sincerely, Miss Dash." Rarity buried the shaft entirely in Rainbow, rocking her forward and pulling a gasp from them both. Rainbow's wings spread wide as her hips pushed back against the shaft, and Rarity nuzzled her feathers with her lips.

"Mmmmh. I'm asking, really nicely, for you to screw me, Miss Rarity." Rainbow groaned, her hand slipping under her skirt to stroke her throbbing sex, fingers trailing over the slippery shaft as it thrust in and out of her.

"I'd be - delighted to, - Miss Dash." Rarity panted, her pale hands sliding around Rainbow's body and shakily unbuttoning her blouse. Tugging it open, she smoothed her hands over the other pony's small breasts and squeezed her hard pink nipples. "Well behaved young ladies are always rewarded. This is just the kind of respectful deference you should show."

The two moved together, Rainbow's hips slamming against Rarity's thighs as she eagerly encouraged her own fucking. Twilight curled her hands into the blanket she sat on as she watched, a lazy, relaxed arousal flooding her body pleasantly. "Rarity always was frustrated with Rainbow," she murmured to Applejack, who nodded with a broad grin.

"Guess she's getting all of that frustration out've her system now. Rainbow's going to be sore in the morning." Applejack replied in a low tone, leaning forward to watch.

Pinkie kissed Twilight's bare shoulder, peeling back the upper edge of the cape to get to her skin. "This is a really fun game. I can't wait for my turn!"

"Looks like it's just about time for someone else to have a go. Reckon she's jest about there," Applejack replied.

Rarity's white skin was flushed, damp with sweat, flushed with her arousal. Shaking, deep in the throes of her personal fantasy, she couldn't hold back any longer. With a cry that echoed shrilly through the soundproofed house, Rarity came violently. Her eyes rolled back as her knees buckled, and she panted raggedly, clinging to Rainbow for support.

Out of breath herself, Rainbow breathed with a certain amount of sincerity, "Thanks, Miss Rarity."

Rarity's lips twitched into an exhausted smile, carefully stepping back to free the sex toy. "You're most welcome, Miss Dash."

Her back straightened. The dazed, faraway look that was characteristic of the charm stole over her, and her arms dropped limply to her sides. After a moment, she began unbuckling the straps with slow, mindlessly patient movements.

"Do I look like that when you have me under your control, Master?" Pinkie asked curiously. "Do I do the no-one-home face? Do you like that?"

Twilight blushed, nodding. "It's just incredible, to see you looking like that. All of you," she added, stroking Fluttershy's wing feathers and glancing at Applejack. "It really is something I've come to find very attractive."

Rainbow watched Rarity with a satisfied grin, panting and flushed from her vigorous fucking, as the other pony did up the last buckles. She opened her mouth to make a playful comment, but her mouth hung open as her own pink eyes unfocused, the charm triggered by the toy being firmly fixed to her hips.

Rarity came out of it first, her cheeks burning red as she stood up and straightened her gauzy, translucent veils. Rainbow blinked a moment after, then a lazy grin crossed her face. "You're way kinkier than I thought, and I've heard you cooing over getting on your knees in front of Twilight and licking her feet. How long have you been frigging yourself over that one?"

Rarity reddened even further. "I- it was just something that came to me at that moment. My Lady," she added, with a slight dip of her head.

Rainbow lifted her chin, with a smug grin. "Address me as your supreme awesomeness."

"Rainbow, really!"

"Is that rebelling against your orders?" Rainbow asked innocently.

"...no. Your supreme awesomeness." Rarity replied, pulling a face slightly.

"That's more like it." Rainbow looked around the room with a cocky smile on her face. Wriggling her hips, she slid out of the skirt and tugged the blouse fully open, dropping it to reveal her scarcely-clad body in the fetish Wonderbolt uniform once again. "I know you all want a piece of this, but there's one pony I've been waiting for. Applejack! Front and centre."

Applejack got up, with a slightly puzzled look at the instruction. "Sure thing?"

"Wonderbolt parade ground talk. I mean get over here and stand to attention." Rainbow explained, rolling her eyes.

"Oh, right. Sure, Ma'am." Applejack walked over to stand facing Rainbow Dash, sideways on to the bed to give Twilight a good view of her as she tensed her back and pushed out her chest.

Rarity settled daintily at Twilight's side in her place, still looking rather embarrassed, and Twilight absently rubbed the unicorn's back soothingly through her thin veils. The sight of Applejack stood to attention and addressing someone else as Ma'am was bothering her just a little, but she firmly put the twinge of instinctive jealousy aside. Rainbow was her fucktoy, and so was Applejack, and with one word she could have both of them completely under her control and worshipping at her feet. It was fine.

Twilight glanced at Rarity and added in a teasing murmur, "You were telling Rainbow about licking my feet, Rarity?"

"I... well, I... yes. My Lady. It's true that I rather enjoyed that." Rarity replied meekly.

The flushed, embarrassed look on Rarity's face told Twilight that she had indeed, and far more than Twilight had thought. There was no reason to deny her a little more of it, and it had been fun to watch her debase herself that way... "Get on the floor with Fluttershy, take off my boots, and lick my feet, Rarity. Do it now," Twilight commanded with affectionate firmness.

"Yes, my Lady!" Rarity replied at once, her eyes widening. Sliding off the bed, she sank onto her knees beside Fluttershy, who shifted aside to make room for her. A nimbus of blue magic coated the clasps of each boot as they unfastened themselves in rapid succession. Rarity eased off her long boots one by one, handling them like priceless treasures, and set them aside. She leaned closer. Her nimble fingers slid delicately under Twilight's foot, gently massaging the underside, and she bent slowly down to kiss the upper slope of it. Her voice low, she murmured "Now, Fluttershy, do as I do."

"Okay," Fluttershy murmured compliantly.

Twilight's shoulders relaxed, and she wrapped her arm around Pinkie Pie, leaning into her affectionately as two pairs of warm hands began massaging her feet. As Pinkie giggled and nibbled her ear gently, she looked back over at Rainbow Dash.

The pegasus was taking her time, clearly relishing the moment and in no hurry to get it over with. Squeezing and handling Applejack's breasts in both hands, she bit at the side of Applejack's neck and moaned approvingly. Applejack's face was flushed, her hands held behind her back, maintaining her pose as ordered, her breathing quick.

"Oh, fuck, you have no idea how long I've wanted to play with your tits. It's been torture."

"Real sorry about that, Ma'am." the farm pony replied breathily, grinning.

Rainbow pulled back, her eyes darting downwards. "You know what I really want, though? I want to taste that gorgeous pussy. Lie down on the ground, Applejack. You're going to cum your brains out."

"You about to ruin me f'r colts, Rainbow Dash?" Applejack teased her as she sank to the floor, laying her hat beside her and lying back.

"Yeah." Rainbow breathed. "I am." She moved to stand over Applejack's head, looking down the length of her body, then settled to her knees. The black shaft swayed in Applejack's face, with the heady scent of mare lust, and she instinctively reached up with one hand to squeeze it.

"Suck it, Applejack." Rainbow commanded, lowering her hips.

"Yes Ma'am! ...mmmfh." Applejack answered, guiding the tip of the shaft to slide between her warm lips as it descended. She hummed and sighed into it, groaning deeply.

Rainbow lowered her upper body to rest against Applejack's stomach and breathed warmly over the other pony's bared sex, a low sound escaping her throat. Her pink tongue flicked from top to bottom along Applejack's flushed lips, prompting a gasp from her.

"You taste really good, Applejack," Rainbow murmured. She seemed to have forgotten that she was being watched, that there was anyone else there. A deep, soft sincerity rode her words as she lowered her head again and began to lap.

"Mmmf! Mmmf!" Applejack groaned into the shaft filling her mouth, lifting her head to slide her lips up and down the shaft. Gripping the base of the toy with one hand, she began rubbing it firmly as she sucked it, pushing it back more firmly against Rainbow's cunt. In response, Rainbow's hips began rocking slowly up and down, pumping the dildo in and out of Applejack's mouth, and the orange pony lay back with a dazed groan to fully appreciate what Rainbow was doing to her sex.

Warm lips closed over Twilight's toes, and she looked down to see Fluttershy mimicking Rarity, the two sucking and licking at her feet. Fluttershy was smiling around the toe in her mouth, clearly happy to have another way to show her adoration of Twilight. Rarity's face was far more flushed, and her hand rubbed slowly up and down against one nipple as she worshipped her Owner's foot and licked the curve of her arch.

A fresh series of rising moans, trembling in the air, drew her attention back to Applejack. Rainbow was tormenting her, driving her into a string of gasps that perilously neared climaxing, then backing off again and giving her just long enough to begin to sound frustrated before she dived back in. Finally driven beyond endurance, Applejack pulled away from the saliva slick shaft and gasped "Celestia's tits, Rainbow, will you quit teasing me-" before crying out again.

Rainbow sniggered into Applejack's cunt, then attacked her with determination. Applejack gasped over and over, her green eyes staring wildly, then convulsed so hard she arched off the ground. Her shuddering cry made Rarity and Fluttershy twist around to look, and Rainbow panted "Frig, you taste better than Gilda-" before the satisfied look was replaced by abrupt blankness.

Moving mechanically, Rainbow stood up, beginning to unbuckle the toy. Applejack pulled her scattered wits back together, still breathing heavily. "Guess it's f'r me now." she panted, pushing herself up with one hand and scooping up her hat to settle it firmly on her head. Her eyes squeezed closed as Rainbow mindlessly pressed the studded base of the sex toy against her tender sex, and they had scarcely opened again before the charm's effects washed over her.

The two ponies came around at the same moment, and looked at each other. Twilight wasn't sure how she could tell, exactly, but there was a definite shift in power between them. Before, Rainbow had looked at Applejack with a kind of satisfied possessiveness. Now her expression was the increasingly familiar look of playful rebellion, a slave that would fight back against being dominated, but not too hard. "What did I tell you? I make ponies cum so hard they forget their own name." Rainbow grinned. "But not mine."

"You sure are a handful. Reckon you need a proper breaking in." Applejack grinned in return, and reached out to wrap her hand around Rainbow's neck. Pulling her closer, Applejack kissed her hard and long, Rainbow's wings springing wide in startled want as Applejack's newly assertive lips bore down upon hers.

Finally, Applejack released her and pushed her back a step with a wry smile. "Go on, get out of here. Go please Mistress. I've got my own pony to pick on."

Rainbow staggered back, a stunned look on her face that made her look younger than she was, a kind of lovestruck air to her meek reply. "Sure, Applejack."

Twilight glanced at Pinkie Pie, who had lifted her head from Twilight's shoulder and was giving Applejack a wide-eyed look of eagerness.

"Get your ass over here, Pinkie Pie." Applejack ordered affectionately.

Pinkie sprang up from the bed with a cry of "Yay! My turn!" and stood straight in front of Applejack. "Are you going to screw me, Master? I'm delicious," she said sincerely.

Applejack wrapped her arms around Pinkie Pie's waist and pulled her close, nuzzling the side of her neck. " I surely aim to," she replied. "Hey, Rainbow! Go get that dressing gown Fluttershy was wearing, get the cord out of it and bring it back here."

Rainbow pulled herself together, mumbling "Yeah, sure." as she jogged out of the room.

Applejack smiled after her affectionately, before lowering her head and licking slowly and meaningfully over Pinkie's glitter-spangled tits. Pinkie gasped, giggling to herself happily as Applejack's warm lips pushed aside her scanty costume to lap at her nipples. "I really love being licked, Master! I could cover myself in cream and strawberries and you could eat it off me all day!"

Applejack nipped at her skin with her teeth gently. "How's about I lay you out on a big, long table and let everyone come'n take their fill?"

"Ooooh. I'd like that." Pinkie replied, nodding vigorously.

Fluttershy had cuddled up against Twilight's leg, holding it between her warm, soft breasts. Rarity, by contrast, was in a world of her own. She nuzzled her face into Twilight's sole adoringly, and licked from heel to toes over and over as she gently squeezed her breasts and stroked her thighs. Low, murmured groans fell from her lips, paying no attention to anyone or anything else. Rarity's tongue tingled pleasantly against Twilight's skin, and she playfully rubbed her foot up and down against the elegant mare's face, watching her squirm.

The door opened. Applejack lifted her head, smiling at Rainbow as she crossed the room, and reached out to tug the soft cord from her hands. Taking hold of Pinkie's shoulders, she twisted the pink pony around with firm authority, and pulled her arms behind her back.

"You jest relax, Pinkie. You're going to get a good seein'-to, y'hear?" And with that, she looped the soft cord around Pinkie's wrists and wound it back and forth, tying a set of rope cuffs so quickly and efficiently that Twilight had barely enough time to recognise the pattern before it was done.

"Mmm." Twilight murmured, as Rarity sucked her toes into her warm mouth one by one. She was studying ropes, of course, but she had a long way to go before she could be as quick and natural as Applejack. She needed more practice. Lots more practice. Just as soon as she was finished with Celestia, when she had her licking her feet like a worshipful fucktoy, she'd have all the time she needed.

A faint frown crossed her face as she instinctively protested that thought, but it simply slid away as Rarity groaned throatily and finally released her foot to nuzzle her head adoringly against Twilight's calf. The mattress shifted as Rainbow crawled across it, finally letting her wiry body settle against Twilight's back, and she began kneading Twilight's shoulders through the imposing black cloak. Twilight's eyes half closed with relaxed pleasure.

Through her lashes, she watched Applejack bend Pinkie Pie over, her hands bound behind her back and electric blue costume tugged askew. Then, firmly and without hesitation, Applejack buried the toy in her cunt.

Pinkie groaned aloud, then yelped as Applejack took a handful of her fluffy pink mane and tugged gently. Pushing back against the shaft, she protested, "Hey, hair pulling is bad! That's what naughty fillies do!"

Applejack laughed and smoothed Pinkie's mane with the flat of her hand, shaking her head. "Sorry 'bout that. Guess not everyone loves that the way I do. Here. Lemme make it up to you." Sliding her hands under Pinkie, she took hold of her large, warm breasts and squeezed, pulling Pinkie back against her thrusts.

"Oooh! Ooooh..." Pinkie groaned, gasping with each squeeze of her breasts. "Being tied up is fun, Master, I love being fucked! Do you like my big bouncy titties? I love having them played with! Mmmh! Being fucked is the best!"

Applejack lightly slapped one of Pinkie's dangling breasts, prompting a yelp that quickly melted into a long, quivering moan. "Since Twilight got to me, ah've taken a real hard look at all the things I wasn't paying the right kind've attention to," she breathed lustfully. "Rilly opened my eyes to all the cute mares in this town."

The shaft rocked back hard against her and she growled deep in her throat with desire. "Since she said she'd brought you in, ah've been wanting to ride your big old candy flavoured ass like this." She punctuated the words with a harder thrust, salty droplets of sweat beading on her tanned skin.

"You can screw me - any way you like - any time you want to!" Pinkie panted, her body shaking as Applejack slammed the shaft into her over and over. "Fucking - is - fun!"

Twilight murmured a low sound of enjoyment as Rainbow's firm fingers worked over her shoulders, pushing the cape inwards to give her access to the bare skin. "You're really good at that." she said softly, without taking her eyes from Pinkie Pie and Applejack. There was a real sense of joy about the two as they moved together, Pinkie smiling brightly back at Applejack over her shoulder as she rode her shaft. The two gasped together as their hips met.

Twilight was a little surprised to find she felt no jealousy, watching the two together. It didn't feel romantic between them. It felt like watching a couple of friends, close friends, fuck each other's brains out. Of course, it would never have happened if she hadn't taken control of them both. Hadn't made Applejack see the pleasure in fucking mares. Hadn't set up the intricate game which had set her toys - her friends, she corrected herself - having vigorous, unashamed sex in front of the rest of them. All for her. Her pleasure. A show for an audience of one.

Her body was tingling again, with another slow surge of growing arousal. She listened to the sounds of her brainwashed friends fucking for her, her lips slowly parting, eyes focusing distantly. She wanted this. She wanted more of this. More than this. It was getting harder and harder to deny the desire creeping up on her. Like a sunrise. Her lips twitched into a smile at the thought. She really, really wanted to do it. She ached for it. To strip her and take her, just like she had all the others. Once she had control of her, she just had to fuck-

"Celestia." Rainbow Dash murmured in her ear.

Twilight inhaled in a silent gasp. She looked sharply at Rainbow, and was met by her ever-present lazy grin.

"That's what you were thinking of, right? You were way away from here, and you sure were thinking of something that was flicking you in all the right places."

Twilight went uncontrollably crimson, which was an admission in itself. She quickly looked down at Rarity and Fluttershy, but the two were leaning against her legs and watching the show Pinkie and Applejack were putting on, not listening to the murmured conversation above.

Rainbow laughed quietly. "Hey, I want to see you screw the Princess senseless. Who wouldn't want to see those big tits swinging as you plow her? Sure wouldn't be the first time I've wondered what she sounds like when she cums." Rainbow's teeth nipped at Twilight's ear. "Promise you'll let me watch when you do her?"

Twilight's eyes mostly closed. That would be admitting that she was lying to herself, that she really did intend to do all those terrible things to her teacher and mentor, the one pony she respected most in the whole world. Stripping her of the trappings of royalty. Making her moan like, like a slut. Twilight's thighs pressed together.

"I promise," she breathed.

Rainbow bit her ear again in response, satisfied.

"Uhh! Uhhhh!" groaned Pinkie loudly, and Twilight's gaze snapped back to the two. The both of them were coated in sweat, droplets rolling down Pinkie's flanks and over her cutie marks. Her grunts of pleasure rose unmistakably, and before Twilight's eyes the energetic party pony shuddered gleefully through her climax.

Applejack ran her hands over Pinkie's back affectionately, telling her "That's my girl. You did real good," as she undid the cord around her wrists. Coiling up the cord, whatever else Applejack was about to say died in her throat as blankness possessed her. Pinkie gasped aloud as Applejack stepped backwards, tugging the drenched toy free of her abused sex, before the mindless pony began unstrapping the shaft.

Pinkie straightened up, panting, and lifted her arms over her head to give Applejack room to work. "That was really fun!" she chirruped, pushing her fluffy mane back out of her face and bouncing once to fluff up her tail. "Now I get to choose!"

Applejack finished buckling the black toy to Pinkie's waist, and stood. Both ponies froze as something passed between them, then Applejack's green eyes cleared. Tugging off her hat, she stepped back and began fanning herself with it, looking proud and satisfied. "Whew. You sure are one heck've a workout, Pinkie Pie."

Pinkie grinned. "I'd have another turn, but I have to pick a different pony! Who should it be, who should it be..." she mused, tapping her lower lip.

Twilight looked down at Fluttershy with a fond smile. Now Pinkie would choose her, and the circle would be finished. She wondered how the delicate pony would look, naked on her knees and being vigorously taken by Pinkie.

"I've chosen!" Pinkie sang out.

Twilight looked up, straight at the end of Pinkie's finger. She was pointing right at her.

"But - Fluttershy!" she stammered.

"The rules are that I have to pick one pony to fuck now I'm in charge, right? I choose you!" Pinkie explained cheerily.

Twilight's mouth opened and closed. She certainly hadn't intended that, she'd just assumed that all of her friends would screw each other, would understand that they didn't get to choose her.

But she'd never properly said so...

"I... okay." she heard herself say. It was only fair. She'd taken all the others. It was by the rules of the game. All the same, a hesitant expression crossed her face as Rarity and Fluttershy pulled back from her legs, and Rainbow let go of her shoulders. She stood up, and despite the black cape and peaked cap, all the trappings of dominance, she'd never felt less in control.

Pinkie stood waiting, with a smile.

Moving slowly, Twilight took up position in front of her, gaze flicking down to the shaft jutting from Pinkie's hips. It looked a lot bigger now that she was visualising what it would feel like to have something that hard and unyielding inside her. She'd fingered herself, of course, but that wasn't the same...

"Hey, Twilight. Are you okay?"

Twilight's head lifted. Pinkie's hand was on her shoulder, and the other pony was giving her a warm, sympathetic look. Twilight's lips parted, and all of a sudden, she confessed, "I'm... not sure I'm ready for this."

"Oke doke!" Pinkie sang out and began unbuckling the toy, loosening it catch by catch until it dropped to the floor with a loud thunk.

Twilight gaped at her. "But- but it was your turn! I didn't stop the game yet!"

Pinkie giggled, a large, warm sound, and stepped over the sex toy to give Twilight a tight hug. "You silly. Just 'cause I get to pick a pony and fuck them doesn't mean I have to! I wouldn't do that if it made you sad!"

Stunned, Twilight's mouth opened, and closed. She was filled with an overwhelming relief, and a strange gratitude that she'd messed up her instructions in such a way to let Pinkie choose to stop of her own accord. She'd worried before about commands that forced her friends to do something without a choice, something that might hurt the people they cared about because she, Twilight, hadn't seen all contingencies coming. So, after carefully giving them all a choice about obeying her commands, she'd gone and given them an iron set of instructions to follow that could have gone badly wrong.

Assuming they hadn't already. Assuming that all of the others were perfectly happy to have been taken by her, or their partners in the game she'd set in motion. Assuming none of them felt scared the way she had.

Fuck.

Gently parting from Pinkie, Twilight shook her head, knowing that she looked upset but unable to hide it.

Applejack moved up behind her, her hand settling on Twilight's upper arm. "Ma'am? Twilight? Y'all right?" The others surrounded her, moving in close with supportive expressions of care and concern.

"...I'm sorry. I never stopped to ask if you were willing to be taken and played with, the way I played with you. I never checked if you were okay with the game I wanted to play." she said quietly, not looking up at them.

Pinkie leaned forward and squeezed her again. "You great big silly." she said fondly. "No pony looked sad, did they?"

"But - what if you weren't ready for this?" Twilight asked, looking around at her friends over Pinkie's shoulder. "What if you weren't ready for - that?" she added, gesturing in the direction of the sex toy with her horn.

Rainbow snorted. "Twi, if you think that's the first time I've had one of those, I have a lot of stories to tell you."

"Been with a colt before. More'n one." Applejack supplied.

"As have I," Rarity added, "Though please don't ask which."

"Those toys are fun!" Pinkie said cheerfully. "I've had colts and mares and toys before!"

"Um. I hadn't been with, with anyone before." Fluttershy murmured. Lifting her head, she added more loudly "But, I, I do have a lot of, um. D-dildos. So I was ready for this. You never said that I couldn't say no, or say I wasn't happy, and that isn't what happened, I promise. I was so, so happy that you wanted me, Twilight. That you were my first." Her pale yellow cheeks flushed as she finished, looking adoringly into Twilight's eyes.

Twilight's shoulders relaxed as the panic within her ebbed. Fluttershy was right. They were all right. If they'd have been unhappy, she'd have known, she'd have seen it. In future, she'd have to make sure they had ways to stop if they were about to do something they really didn't want to, but right now, it was okay.

The five of them closed in around her, and Applejack announced with a smile, "Group hug. You're jest fine, Ma'am. We all love you."

"I - I really do feel loved." Twilight said softly, buoyed up by their warmth and obvious affection as they closed in around her. "Thank you. Please, all of you stay with me today. Sleep in this bed with me, and tomorrow, we'll go and make sure that we can do this every night without ever fearing we'll be taken away from each other."

The chorus of agreement felt like sunshine on her soul. Many warm hands gently ushered her back to the bed, where she sat down and looked up at the five of them.

A thought occurred.

"-wait. Does this mean I have the least experience, out of all of you?" she asked.

Glances were exchanged among the five.

"Kind of." "I'd hardly like to comment-" "That's right!" "Um. Sort of..." "Eeyup."

Author's Notes:

Wow. This one really ran away from me! They just had so much to do to each other. Still, I've really enjoyed spending lots of time exploring them exploring each other.

Edited by Setokaiva. Thank you for your help!

...Celestia is on the way.