"Awaken. Awaken! AWAKEN!" Twilight yelled, rapidly escalating to a deafening shout.

Her closest friends blinked at her.

"Awaken?" she tried again. Nothing happened.

Twilight took a deep breath, and let it go. "It really isn't doing anything. Thank goodness." Tapping her ear, she gestured at the other ponies. One by one, they took off their colourful earmuffs. Naturally, even with little time to work with, Rarity had individualised all six sets to each pony's coat and mane colour.

"Whew. Couldn't hear a darn thing. Not anything. Never heard so much nothing in all my life. You going to try peeling them off our heads with magic now?" Applejack asked.

"I already did. They didn't seem to want to budge."

Rarity smiled with satisfaction. "Splendid. These really will provide a decisive advantage for you, Twilight."

"I'm really grateful you could put them together so quickly!" Twilight replied.

"Oh, piff paff, my Lady. Ear muffs? These are hardly a strain for my talents."

Twilight's living room was crowded with ponies and their travelling things, packing away their freshly enchanted earmuffs for the trip to Canterlot. Fluttershy coughed, delicately.

"Um. Shouldn't we be heading to the train station? I know the train won't be there just yet, but if it leaves early, and we miss it, then everything will be ruined..."

"You're right, Fluttershy. Come on, everypony. Get your things, and let's go."

"I've got the picnic!" Pinkie sang out, heaving a huge bag onto her shoulders.

"For who, the whole castle?" Rainbow teased.

Twilight shepherded the five out of her home, and locked the door behind her. Chatting amiably, as if they weren't off to overthrow the rightful Princess of Equestria, they set off for the station. Twilight trailed a few steps behind them, letting the others talk, and they seemed to understand her need to think quietly.

She checked her satchel once again. Train tickets, map of the castle, timetable of the plan - in code, in case anyone looked into her bag - and earmuffs. She'd reconsidered carrying the Element of Magic with her, once they retrieved them from the vault, but decided against it again. She didn't want Celestia to sense its power on her, and be made wary.

In vindication of Fluttershy's worries, the train was indeed sitting steaming at the station. They piled onboard, occupying a compartment with a sliding door that cut them off from the bustle of the rest of the train. It had been more expensive, but saving bits was the last thing on Twilight's mind right then.

In a few hours, she'd face Celestia, and try to take over her mind. Now that she was setting off to do it - or, if she was more honest with herself, now that she wasn't so horny - the idea had begun to colour itself in shades of guilt again. She looked out of the window as the train began to move, glancing up at the sun for an instant before lowering her gaze.

This was going to be really hard.

"Hey, Ma'am. Ma'am? Twilight?"

Twilight shook herself and gave Applejack a wan smile, before quickly shoring up her expression into something more believable. "Yes?"

"Come'n play a game of cards with us, why don't you?" Applejack said fondly.

"Oh, Applejack. It's a nice idea, but I have to think about the plan."

"You've been working on that plan for days. No point worrying about it anymore, we'll go up there and we'll do what we need to. Besides, we're on the train now. Won't do you a bit of good fretting yourself into a big bag of nerves. Come take your mind off it."

She couldn't. She had to plan, she had to prepare, she had to practice what she was going to say to Celestia. She had to check she'd memorised the maps correctly. She had to double-check the timetable.

Twilight realised that she was biting her fingernails, and her horn was itching with the urge to cast something, anything, that would help her prepare. If she kept it up, she was going to arrive looking like a total wreck, exhausted, sweaty and too paranoid to function. That definitely wasn't going to help. Twilight sighed, then smiled wryly as she overruled her panic, and gave in. "Do you know you're nearly always right, Applejack?"

Applejack grinned. "Heck, ah'm always right."

"Do you remember the time you refused help or sleep until you'd flung Rainbow through a tree, poisoned half the town and stampeded a horde of bunnies through the other half?"

"Gotcha. Ah'm nearly always right."

Her friends broke into laughter, and beckoned her over. Twilight folded up her map, tucked it into her satchel, and joined them.

For a while there, she'd actually managed to put the entire thing out of her mind. They'd travelled all the way to Canterlot on the train, got out at the station on time, and wandered the streets chatting together, and each time she'd felt her thoughts nearing dangerous territory she'd let them skitter safely somewhere else. She didn't have to think about it yet. It wouldn't be good for her.

Now, the castle loomed before her. It had always been a safe place for her, a home. She knew its many turrets, towers and chambers like she knew the back of her hand, even if she'd mostly avoided the busy communal chambers.

Now she was much more used to socialising with other ponies. The others had taught her so much about togetherness, about being there for each other, in the big ways, and the small ones. She couldn't do this without them.

All the same, the castle had a more imposing air this time. Her eyes flicked up towards the golden balcony where Celestia, and these days, Luna, sometimes stood. She beheld a flash of white and her heart instantly raced in her chest, pounding even as she recognised that it was just one of the Princess's guards. She was really, really going to have to watch that. She couldn't panic when she saw Celestia. If she realised...

The plan was so fragile.

She checked her pocketwatch, then pulled out a second and compared. The twinned second hands ticked along in perfect unison. It was three forty-four.

"Will you be taking over the castle afterwards, Twilight? I wouldn't wish for us to leave Ponyville, of course, but a holiday home here in Canterlot might be quite nice."

"Rarity! Ix-nay on the rincess-pay rainwashing-bay!" Pinkie shushed her. She paused. "Hey Master, can we hold a really big party afterwards to celebrate? Can Princess Celestia serve the drinks?"

"Hush!" Twilight rushed out, with a frantic glance at the guards. No, no, looking at them like that would only make them suspicious. More suspicious. She just had to act like she had every right to be there. She did have every right to be there. She just had to look calm, collected, and normal.

Right.

Her face plastered with a frozen grin, she approached the guards standing on either side of the open portcullis.

"Oh hey, Miss Twilight!" one of them exclaimed in a friendly manner, smiling at her. "No one told me you were coming today."

Twilight's heart jumped in her chest again. Taking in the large, broadly built brown pony, she racked her memory for his name. She knew this pony. She did. She was taking too long to remember!

"Oh! Um, Bulwark!" she finally stuttered. "I - I have an appointment, you know!"

Bulwark blinked at her, then gave her a puzzled smile. "It's not like Princess Celestia's personal apprentice needs an appointment, you know. Will you be staying long? I'm sure there are a lot of people that'd love to see you around the place again."

"Uh - um. No, not long. I think," Twilight added, with a glance at Rarity.

Bulwark laughed, slightly awkwardly. "Right, right. Sorry, I should be doing the stoic statue thing, not interrogating you." The bulky pony stepped back into position flanking the gate, adding with a smile, "Have a great day, Miss Twilight!"

Twilight nodded mutely, and began walking again. The six trooped in under the high arch. Twilight, radiating awkwardness and embarrassment, didn't dare look back and gazed straight ahead until they'd rounded a couple of corners. Then, moving with undignified haste, she dashed into a curtained alcove off the main corridor and put her hands over her face. The others piled into the small shelter after her.

Applejack broke the silence. "Well, that sure was cute."

"That was a disaster!" Twilight wailed. "I couldn't have been less convincing if I tried! I'd have had me arrested, and that was just the castle gate! We've got a whole castle to get through!"

"Now, Ma'am, you can get through this. All y'need to do is relax a bit, and we'll be fine."

"As a matter of fact, my Lady, I believe I can handle this. Would you show me the map once again?"

Twilight blinked. "Um, sure, Rarity..." she replied, undoing her satchel and handing over the curled up parchment.

She glanced around nervously as Rarity studied it, nerves tense and ears pricked for the sound of approaching footsteps. Someone could be coming at any minute. They couldn't stay there long. And the timetable! What about the timetable?

"I see," Rarity concluded finally, rolling up the map again and returning it to Twilight. "My Lady, please walk on my right, just behind me. Fluttershy, my left. Applejack, follow us, and Rainbow and Pinkie, please flank her." She stepped out of the alcove and set out at a brisk pace down the wide corridor, head held high, with a decisive expression.

Twilight blinked again, then shook her head and hurried after her. "But Rarity-"

"Of course, the carpets in the west wing are simply an utter disgrace. I have checked them thoroughly. Why, they may pass a casual inspection," Rarity sneered genteelly, "but they are hardly fit for royalty. No, they simply will not do. Do you know what I found on the north eastern staircase? Frayed edges."

She uttered the words with deep condemnation. "No, they will simply have to be replaced. What if the Princess were to snag her shoe and fall down the stairs? It would be a fine to-do if she twisted her ankle. Why, the very sun's rising could depend on her being in the very peak of health! It simply won't do." She swept purposefully down the corridor, maintaining a steady stream of high brow imprecation against the castle's decoration.

Twilight's heart gave a lurch as they entered a long hallway flanked with pillars and she saw several ponies lounging on the seats that lined the open alcoves each side. Nobles, of course the castle was going to be full of nobles that would recognise her, and some of them were the sort that would want to stop her and try to ingratiate themselves, or sneer at her for not being born from the upper classes... how hadn't she taken that kind of delay into account?

She winced internally. Oh, Equestria, there was Windbag himself, one of the ones that always stopped her to make snide remarks. What was his real name, even? Windblow? Windbow? Wind... chap? He was glancing over, he was opening his mouth, the timetable was about to be ruined.

Rarity swept past without a pause in her stride, her voice, if anything, a fraction louder. "You know, I'm afraid I have discovered some rather delicate matters as I've been assessing the furniture in the west balcony suite. Why, I suspect the couch will have to be cleaned very carefully to remove the stains."

Windbag twisted around and began muttering to the mare at his side excitedly, head cocked hopefully for more. Rarity was a genius. Quickening her steps a little, Twilight hurried to stay by her side. "Of course, you're right. Do you think we'll have to replace the cushions?" she agreed, entering into the conversation.

Rarity's blue eyes caught hers, and the other pony smiled appreciatively. "Why, given their state, it wouldn't surprise me if the only way to deal with the matter was to take the entire couch and burn it. Wasn't it to do with that matter the week before last, with the late visitor..."

Rarity flicked open the double doors before them with a brush of her magic, and Applejack paused long enough to shut them behind them.

Twilight's eyes darted around as they turned down a smaller corridor, but no pony was there. Her shoulders relaxed. "Wheeew. That was perfect, Rarity."

"Naturally. My dear, I have always been adept in the highest of social circles. A sense of purpose and an ongoing conversation will fend off most interruptions. As for the few that might interrupt anyway, give them something just a little tasty, and they'd far rather listen as you pass and gossip afterwards than risk stopping you when you might get to something good." she replied with a toss of her mane.

"So now they think there's mystery stains on Celestia's couch after a late night visitor?" Rainbow Dash laughed and shook her head. "You better hope this works, or she's going to be seriously ticked off when that gets around."

Rarity reddened. "W-well, I'm sure that we can smooth things over afterwards."

"Actually, I think the rooms that best fit that description belong to Princess Luna. She has a set of chambers pretty close to the balcony," Twilight offered.

Rainbow sniggered again and intoned in a booming voice, "Rarity! How couldst thou spread such scurrilous gossip about thy Princess!"

"Ah." Rarity tugged at her neckline, glancing awkwardly to the side. "Why, I'm sure that... that my Lady can handle any concerns she might have without my needing to speak to her directly. Or at all."

"Oooh! Oooh! I know! We can hold a 'Sorry I slandered you in your own castle' party! That'd be sure to make things better!"

"...ah, no, I think not. No, I don't think that would help."

"This way." Twilight pushed ahead, taking the lead, and led them quickly through several more well-appointed corridors and passages. Each time they approached a knot of servants or guards, she let Rarity break seamlessly into an extended discourse about the extensive redecoration that the castle needed, nay, demanded. She did notice that Rarity didn't say anything further about stains on cushions, however.

She risked pulling out her twinned watches, one in each hand. Six minutes past four. They'd have to hurry, if they were to reach the vault in time.

The decor was plainer here, not because it was less important, but because this area of the castle wasn't commonly trod by nobility. Only guards walked these halls.

Guards, and the Princess, of course. No. Celestia wasn't going to be here. She wasn't going to be checking on something in the vault before Twilight arrived. She wasn't suspicious. This wasn't a trap. She had absolutely no idea what Twilight was about to do, and soon she wouldn't care.

The corridor sloped downwards, lit by stained glass windows high overhead. Twilight didn't need to check the map to know they were almost there.

She paused, and held up a hand. "Quiet now, everypony. No talking, and walk softly." she murmured. The five nodded in unison, each serious now. Twilight crept forward.

Around this corner was the long corridor that ended in the vault door. The lock was weakened. The guard should have gone off shift, and not been replaced. This was their one big chance.

She edged her head around the corner. There stood the magically hardened stone exterior of the great vault. There stood the tall bronze doors, with the vast lock keyed to Celestia's magical signature.

There stood the guard, who hadn't gone off shift, and who looked straight at her.

"You there! Show yourself immediately!" he commanded in a ringing voice.

Twilight's heart jerked in her chest so violently she almost fell to her knees in sudden terror. Pulling back around the corner, she gave the others a frantic, terrified look, then gestured urgently to them: stay here, don't move, stay quiet.

"I'm warning you!" he called again, and she heard his booted footsteps approach. There was no more time. She stepped out into the hall and held up her hands, walking forward and praying he wouldn't check around the corridor for the rest of them.

He came to a stop in front of her. He was a tall, white unicorn clad in golden armour, a blue cape hanging from his shoulders. His eyes were hard, his horn poised for magic. She didn't recognise him, and there was no hint of recognition on his face either.

"Who are you, and what are you doing here? This part of the castle is off limits." he said sternly.

Twilight's eyes skidded to one side, as though she could glance straight through the castle and see Princess Celestia on her throne. The magical wards on the castle had to be keyed to detect the charm. After Chrysalis, Twilight herself had helped add detection of shapeshifting magic to them, and Celestia would definitely have created an alarm for magic of this type, magic that was this subtle and treacherous.

Unless she didn't think anyone else could cast it. Unless she was so sure that only she knew how that she'd never bothered.

"I- I'm Twilight Sparkle! I'm the Princess's apprentice!" she blurted out.

He drew himself up, looking down sceptically at her. Good grief, he was tall. "I've heard of a Twilight Sparkle. Everypony in Canterlot has, along with her five companions. That doesn't mean you're her."

Twilight glanced back at the corner. Somehow, she doubted that calling out five more ponies that shouldn't be there would make him less suspicious. "I really am her," she assured him quickly. "I'm just here to check on the Elements of Harmony for the Princess, I've been given access to the lock. I - I can show you if you like, surely I wouldn't be able to open the vault if I wasn't allowed?"

Please work, please work...

He frowned, not taking his eyes off her as he took a step back. "Hmm. No."

She blinked, her heart pounding in her chest again. "What- what do you mean, no?"

"No. The relief for my shift hasn't arrived, and now after I should have left, a strange pony turns up claiming to be the Princess's apprentice to meddle with the vault?" He shook his head. "My sincere apologies, miss, but I can't allow you access to the vault. I'm going to have to summon assistance to clear this up."

No! "That - that's okay, I'll just go, then." she said weakly.

"I'm afraid I can't permit that, miss. Wait there while I summon my superiors." His horn began to shimmer.

Twilight beat him to it. Her horn ignited, sweeping through the pattern of the charm with a speed and efficiency that was dazzling. She'd practised it for hours, getting faster and faster, readying herself to face the Princess. There wasn't a single other spell she knew as fluidly. The faintest shimmer, visible only because she knew to look for it, struck the guard squarely.

He jerked the sword from its sheath at his side and levelled it, calling "This is-"

"Awaken!" Twilight hissed, keeping her voice down so as not to catch her waiting friends around the corner. Her body shook with panic and adrenaline. She'd had to cast it. Now the whole plan could be wrecked. Now the Princess could be on her guard. There could be more guards on the way. She was angry, afraid, and in a big hurry.

His arms slowly fell to his sides, armour scraping armour, the sword trailing against the thick red carpet. "I am awakened, miss." he said in a flat monotone.

No time for delicacy. "You are loyal only to me, you'll carry out my orders to the best of your ability. Slumber," she said quickly, and she winced slightly to hear the anger in her own voice, born of her fear and frustration.

The guard jerked, beginning to mouth the start of her commands back to her before her final word ended the trance as quickly as it had began. His blue eyes widened, before they focused on her again. He crashed to one knee, holding up his sword in both hands with a look of absolute adoration and subservience.

"My Princess! I have longed to serve you all my life! You, only you! Oh, how I have watched you from afar, pretending to pledge my allegiance to others while in my heart, I swore it to you! Now you are here, and at last I may proclaim my loyalty! I am your sword and shield, yours to do with as you please! Command me!"

Two things immediately became clear to Twilight. The first was that she hadn't told him that this change only occurred from this moment; his memories had been rewritten accordingly to make her his object of obsession. Secondly, she had completely, profoundly, broken this pony's mind.

Haystacks. Well, she could always fix him later, couldn't she? Yes. She could fix him, and undo all the changes he'd just taken on board, as long as she didn't give him too long to really embed those new ideas into his instincts. It was only going to be for a couple of hours. He'd be fine.

She didn't have the time to worry about it now. The little frisson of excitement she felt wasn't relevant, and she had to put that aside too. Celestia might already know that the charm had been used in the castle, by the vault. "Everypony! Come out now!" she called, before focusing on him once more. "You started to call your superiors before. Can you make sure there no pony thinks there's any problems here at the vault?"

"I did?" His blue eyes blinked at her once, then he shook his head. "As you say, my Princess. I will make certain that none disturb you or your friends."

"Heck." Applejack murmured in a low tone, as the others trotted up. "Reckon I caught most of that. You can turn a pony inside out like that, that quick? Didn't realise jest how easy that was for you."

Rarity was looking at Twilight thoughtfully, then glancing to the guard. The tall stallion was speaking into the air, his horn lit, his eyes occasionally flashing to Twilight worshipfully. "He's quite the colt, my Lady. I do confess, I see how a lady might be occasionally... tempted."

"It is easy. Way too easy," Twilight murmured, mostly to herself as she scanned the lock. She knew this door, she'd seen it opened before. Taking a deep breath, she levelled her horn at the lock and carefully slid it into the socket. Cool metal pressed gently against her forehead, and a soft click came from the depths of the vault door.

With an effort of will, magic flowed through her horn, and she silently urged the door to open.

The vault doors clanged loudly, a resonant sound, and slowly and majestically, they began to part. The lock separated into two, freeing her horn, and enchanted lights rose within. Five pedestals stood around a sixth, central column, each bearing a single crimson cushion. The Elements of Harmony sparkled atop them, glittering in the strengthening glow of the vault lights.

Twilight stopped breathing for a moment. She'd almost forgotten how it felt to be near them. Each Element was shaped in the echo of a cutie mark, dedicated to one of her lovers, binding them together. Tangible symbols of the deep connections between them. The Elements radiated power. Their strength sparkled in the air, and thrummed deep in the base of her horn.

Her steps rang on the tiled floor as she moved to the central pillar. Her fingers trailed over the sparkling star adorning the tiara. Power enough to capture one of the most powerful beings in Equestria and banish her, or strip her of her might. It was a terrible weight. A responsibility, to only use them wisely. She'd been glad, when Celestia had locked them away. Now she was using them against her.

Somewhere, she was almost certain, an alarm was ringing. Celestia was coming... or waiting for her, in perfect knowledge of everything she was trying to do. But Twilight couldn't be sure. She couldn't be sure.

"Quickly, everypony." she called. Her voice was calm, level.

The five dashed in and seized their own Elements, each visibly affected by touching the magical artefact that had bound itself so closely to them. She almost didn't want to let go of her own, but she had to give her original plan a try. There was still a chance. Turning to Applejack, she handed over the tiara, and the farm pony slipped both into her satchel.

One by one, the others nodded and followed suit.

"Okay. Let's go." Twilight announced. She stepped out of the vault, and almost bumped into the guard's shining breastplate.

He gave her a desperate, almost pleading look. "My Princess, is there anything else I can do to serve you?"

Twilight hesitated mid-step. She'd forgotten he was there. She'd forgotten he existed, even through she'd just twisted him into her puppet.

Celestia's grace, she didn't even know his name.

She didn't have time to fix this. She knew she didn't. But she had to fix him anyway. This wasn't who she was. This wasn't who she wanted to be, not someone that would do this... that would carry out this obliteration of a pony's soul, and not even care.

The others came to a half behind her, and she sensed their sudden uncertainty. "What's your name?" she asked softly, without taking her eyes off him.

An awed look came over his face. "My name is Pure Heart, my Princess."

"Twilight- my Lady, the schedule..." Rarity murmured.

"Do you have a family, Pure Heart?" Twilight asked steadily.

He frowned briefly, searching his memory. "Yes, my Princess," he answered.

Oh, that hurt. The look on his face, the look of someone trying to remember something unimportant. She had done something terrible to this pony. "Everypony, walk around the corner and cover your ears. Not you, Pure Heart."

She sensed words almost spoken by her friends, words withheld. But they silently walked around the corner and out of sight. Her voice was low. "Awaken, Pure Heart."

"I'm awakened, my Princess."

The terrible look of total worship on his face melted into a blank look, to Twilight's lasting relief. "Listen. You don't remember anything that happened since just before you saw me peek around the corner. You just thought you saw something, started to call for assistance, then realised it was nothing and cancelled it. All the changes that have been made to you today are undone. Don't repeat this, just answer: do you understand?"

"Yes, miss." Pure Heart replied flatly.

Shaking her head, Twilight reached up to the lock and willed it to close again. With a deep, subsonic rumble, the doors moved together again. The lock clicked loudly. All was seemingly as it had been before.

"When you are released from this state, you're going to stare at the lock for one minute without noticing anything, then you're going to resume your patrol with no idea anything unusual has happened. Don't repeat that. Do you understand?"

"Yes, miss."

"Slumber."

Pure Heart turned, and gazed at the lock with blank attentiveness.

Twilight hesitated a moment longer, and pressed a hand to the smooth armour plate over his shoulder. "I'm sorry," she whispered to his unheeding ears, and dashed around the corner. Striding quickly down the hall, she added more loudly "Okay everypony, it's straight to the audience chamber. No one should be able to stop us now. I can say," she winced, "honestly, that I'm late for an audience with Princess Celestia."

"Um. Is he going to be okay?" asked a small voice.

"I promise, Fluttershy. He's going to be fine." Twilight replied firmly. Picking up the pace, she strode briskly through the halls, pulling out her watches again. Four seventeen. She was late.

Her heart beat quickly in her chest. There was no stopping, now. The six of them emerged back into one of the main corridors, somewhere she had every right to be, and the fear of being caught in the restricted area of the castle vanished. Now there was just a straight run to Celestia.

Her eyes darting this way and that for other ponies, speaking in fits and starts when she was sure no pony could hear, she said "I had to use the charm. The Princess may already know somepony has cast it by the vault. I'm sticking to the plan and going in first, but be ready to rush in on my signal. Applejack, you know what to do."

"Sure do. Git your Element onto your head as quick as possible."

"Right. Don't forget your earmuffs once you hear me call for you."

She unlatched her satchel and reached in, one handed, to touch the fuzzy surface of her own earmuffs for reassurance. It seemed like a really, really small shield against the power of the charm. A power that she knew all too well.

A pressure ached in her throat, making it hard to speak. She was terrified.

Her quick pace didn't slow.

Ahead loomed the wide doors of the waiting chamber, flanked by guards. That was okay. As long as there weren't any guards inside, she could make this work. She could make this work.

The guards bowed deeply, and drew open the doors to admit them.

This was it. Twilight didn't break pace as she passed them, far too nervous to try smiling and making light conversation. The others followed her in, and the doors closed behind them. Twilight glanced nervously at the inner doors to the audience chamber, standing ajar, and breathed, "Okay. Start blocking the outer doors as soon as I'm inside."

Twilight looked towards the half-open door and took a deep breath, straightening her back. One by one, Applejack, Rainbow, Rarity, Pinkie and Fluttershy closed in to hug her tightly, and in their wordless warmth, she felt their faith in her.

She could do this. She had to. She pulled out her watches. Four twenty-one. Taking a deep, steadying breath, she moved to the door, and stepped inside.

The audience chamber stretched out before her, crafted from white stone and traced with gold, with rich, soft carpets and delicate coloured drapes framing the tall, arched windows. It felt larger now than it ever had. Two thrones now stood at the far end, where once only one had commanded the room, reflecting Luna's return.

Celestia occupied neither throne, having chosen to sit comfortably in one of a pair of low couches that faced each other, on one side of the room. She wore an elegant, simple dress in flowing white that bared her outer thighs, showing off the blazing sun that adorned her white skin. Her mane surrounded her like a cloud, shifting gently. A warm smile crossed her face as Twilight crept into the room.

"My faithful student. It's so good to see you," she said affectionately. The door swung closed behind Twilight. Celestia smiled and added with a touch of gentle mischief, "Late, too. I'm looking forward to hearing what you wanted to talk about."

Twilight's mind went blank. A tidal wave of fear and shame crashed down upon her as she stared at the Princess, leaving her reeling, her knees weak. Celestia radiated power like the Elements had, but subtly, quietly. A power that didn't need to shout its name. Her voice was warm, and gentle, filled with patient affection for all ponykind.

She couldn't stop asking herself if she really had to do this. It would be so easy just to talk about star charts, then sneak the Elements back into the vault, and go home.

She could just go.

"Hello, Princess. I'm, I'm sorry I'm late. I'm really sorry about that." Twilight managed. The words were limp, without energy or sincerity, and she cringed as she heard herself.

It seemed to take forever to cross the floor towards the waiting demigoddess. A simmering cauldron of guilt and terror churned in her stomach.

Twilight searched the gentle, ageless eyes, desperately trying to see what lay beneath.

Did she know?

A trace of concern touched Celestia's expression as Twilight sat down opposite her. "Twilight, of course I don't mind, " she said gently. "Is something the matter?"

The urge to confess was almost overwhelming. For a moment she thought that she was, at last, experiencing proof that Celestia had charmed her, that she had no choice but to reveal everything she'd been plotting. But the moment passed, and she said nothing.

It was only guilt.

"...no, nothing's wrong, I'm sorry." Twilight produced a wobbly smile with tremendous effort.

Celestia leaned forward. "You know that you can tell me anything, Twilight, and it will be kept between us," she said gently. "Are you certain you're alright?"

"I'm fine. Really." She was so bad at lying to the Princess! She couldn't possibly believe her for a second! She should just run.

Celestia settled back onto the couch, nodding once. "Very well, Twilight. How is Ponyville? Are your friends well?"

They're right outside the door, actually, barricading the entrance and getting ready to attack you with the Elements of Harmony. Would you like to ask them yourself? The thought came tinged with a distinct edge of hysteria. Twilight inhaled jerkily, a frozen smile on her face, desperately trying to hold herself together.

"...yes! Yes. Ponyville has been very quiet lately, especially with Spike gone. I've really had the time to focus on-" brainwashing my friends, "-my studies." She couldn't do this! Celestia was looking right at her, what was she supposed to do, just stand up and start casting?

"Have you received word of Spike's progress?" Celestia asked with patient calm.

"Oh, yes. He sent a letter, recently. He said his quest was going very well. I've been worried for him of course, but he would never forgive me if I didn't let him do this on his own." Twilight nodded much too vigorously.

"I look forward to his safe return. It certainly makes it easier to exchange letters." Celestia smiled, but Twilight sensed another gentle probe into what had been troubling her.

"...a lot has happened." Twilight said weakly. Like what? What could she possibly say now? She was panicking. She could feel the heat on her face as her cheeks heated crimson.

"Oh? It seems there is something on your mind. Or is it perhaps somepony?" Celestia asked lightly.

Twilight nodded shakily. She was in a froth of fear and desperation, and she barely knew what she was doing anymore. All her rehearsed words had flown out of her mind the moment she stepped through the doors, and everything was panicked improvisation now. She couldn't lie, not in this state. It was painfully obvious, even she knew that.

"It will be alright, Twilight," said Celestia gently. "Just start from the beginning."

"It - it's Applejack." she stammered, avoiding Celestia's gaze.

"What of her, Twilight?"

Twilight spoke haltingly, trying to keep one step in front of her stumbling thoughts. "Things are - complicated. I never really, I never kind of felt... attracted to other ponies." Oh, dear sanity, she couldn't be saying this to Celestia, but she had to buy time to think and she didn't know what else to say.

Celestia raised her brows a little in gentle inquiry, but remained quiet.

"I, I started feeling differently. About mares. About Applejack. I really - I care about her. A lot. But it's more complicated than that." More complicated than she could possibly explain, not without pouring out everything.

"Does she know this, Twilight?" Celestia's gaze was full of compassion.

"...yes. Yes, we talked about it. She wasn't really interested in mares before, but it kind of changed things when I asked. We're sort of, um. Dating." She was breathing quickly, and amidst her panic, a strange little tingle danced over the back of her neck. There was something about hinting at the depravity she'd been engaged in to Celestia that was actually... hot.

"That's wonderful, Twilight. I'm truly happy to hear that you have found a special pony of your own." Celestia laughed quietly. "I had feared for a moment that something was terribly wrong."

"But - but that's not all!" Twilight burst out. Chase the feeling. Hold onto the prickle of arousal.

Celestia blinked, then tilted her head questioningly.

"No, um. You see, Rainbow Dash really likes Applejack. And, and she likes me too, actually. So we're kind of - all sleeping together." Which was the least of her growing perversions.

There was a small flicker of surprise in Celestia's eyes, though she contained it well. "As long as such an arrangement pleases the three of you, my student, I could not be happier for you."

Twilight felt a tiny spark of delight inside. No matter what Celestia had experienced in her ages-long reign, she hadn't expected that from little Twilight Sparkle. "But the problem is," she continued in an almost calm tone now, "I really love Applejack, and I love Rainbow, but I don't think I love them entirely equally. Is it okay for me to have favourites?"

Celestia hesitated.

An ever-growing portion of Twilight almost giggled at her expression. It was a question she'd thought about. She loved all her slaves and sex toys, but there were those that had an extra something, a little spark in her chest that was not just warmth and joy and desire, but romantic yearning. "Though they do both have their special charms, and when I'm with either of them, I couldn't be happier," she added.

"You cannot decide to love all ponies equally, Twilight. Even when they deserve it. I am very fond of the ponies that I watch over, but even I have favourites. Even I wish to spend more time in the presence of some ponies, and wish I had spent more time with them when they are gone."

"Princess - have you ever loved another pony? Maybe... more than one? At the same time?" She couldn't believe the words that were coming out of her mouth. She couldn't believe her daring. But the image of Celestia with two ponies at once, Celestia surrounded by naked mares and colts, kissing her skin, touching each other, adoring her...

It helped. She clung to that image. She could do this. She could conquer Celestia. She could own her.

An actual tinge of pink touched Celestia's porcelain cheeks, and again she paused before answering. "You've shared much with me, Twilight. I owe you a little of the same. Yes. I have loved other ponies, though it is a thing that comes only rarely. They were each very, very special."

She fell silent, and for a moment Twilight thought that she had finished, before Celestia continued, "There have been occasions when I have grown to care for more than one pony, and did not wish to drive either away. Under such circumstances, there have been... arrangements. Please speak nothing of this outside this chamber."

Oh, what Twilight would have given to witness that. She'd just have to have Celestia show her how her past orgies had gone. "Do you have anypony now?" she pressed.

"No, Twilight. Not for many, many years."

"Do you miss having a special somepony?"

Celestia glanced towards the tall windows, gazing out into the sky thoughtfully. "Only a little. I am happy. Especially now that my sister Luna has returned; her absence always saddened me. Now that ache has eased. I am content."

Celestia's gaze turned back to Twilight. "You and your friends brought her back to me, as I knew you would. I have much to thank you for."

She had brought Luna back, only to become her sister's sex toy. It was little wonder Celestia didn't feel the need for anypony else.

Twilight saw Luna, hard and determined, confronting her in a dream. She saw her naked on her knees, thoughtlessly replaying the way she'd been made to suck Celestia's strap-on. But clearest of all, she saw her lying in bed at her side, a gentle, almost embarrassed smile on her dark lips.

Yes. She wanted to keep that Luna, even though she knew that she had created her in the first place.

Celestia had made a Luna that adored her, wanted only to please her. Twilight had made a Luna that accepted her conquering at Twilight's hands, and had taken a kind of peace from it. Neither of them had truly sought what Luna wanted. Neither had any right to demand that their Luna was the one that walked Equestria.

In the end, this wasn't really about protecting Luna from Celestia. This was about being selfish. Selfishly wanting the Luna that she had made, and doing anything it took to make sure that she stayed. Maybe she could have found it in herself to ask Celestia to leave her and her friends alone, to let Twilight own them. Celestia might have even permitted it. Even so, she would never let Twilight take her sister away.

For her own desires, for her own selfishness, then. She'd take over Equestria, she'd conquer Celestia herself. Because she'd backed herself into a corner, and she couldn't accept any other way out than this. Luna was hers. Celestia would be hers too. She was going to take everything she wanted.

She'd paused too long, and Celestia was once again allowing a trace of curiosity to touch her gentle expression.

She had to do it now.

"Princess? Could you... close your eyes for a moment?"

Celestia smiled. "Why would you want that, Twilight?"

Twilight breathed in deeply, and smiled. "...please?"

"Very well, Twilight. I shall." Celestia closed her eyes, with the same small, patient smile.

Twilight's fingers leapt to the latch of her satchel.

Celestia didn't suspect her. There had been no alarm. If she had even the smallest inkling of what Twilight intended, she wouldn't be sat patiently with her eyes closed, waiting. Arousal battled guilt, her body a battlefield of conflicting emotions.

She drew out the earmuffs, and settled them over her ears.

Everything went completely silent as the enchantments she'd wound into the earmuffs took effect. She tugged at the headband, and felt the gentle resistance to her touch that signalled the locking spell was holding them firmly against any intrusion. It was such a small, small thing. Her one advantage.

Celestia's eyes remained closed.

Now. Twilight's horn ignited in a blaze of magic, pouring all her might into the charm as she began the quick, precise sequence of movements necessary to cast it. A flare of purple light filled the room like a flash of summer lightning.

Celestia's eyes flashed open with the sudden surge of magic right in front of her, rearing back with surprise as she beheld the swirl of power gathering about Twilight's body.

It was too late to stop her. The ethereal shimmer of the charm shot from the end of Twilight's horn and struck Celestia squarely, magic sliding across her body like a flicker of sunlight over damp skin rather than soaking in. Twilight lowered her horn squarely and dredged up every iota of power she had, pouring it into the charm again.

Celestia sat frozen to the spot, her eyes wide and a horrified look on her face. She stared at and through Twilight, hands clenched on the cushions, as thickening waves of magic poured over her. She mouthed something, lost to the absolute silence in Twilight's head, rigid and seemingly unable to move. The air swirled with turbulence around the beam of magic.

Even though she was deaf to it, Twilight knew she was panting raggedly "Awaken, awaken, awaken, awaken!" as she gave everything she had to the charm. The spell was now a clearly visible stream of magic that splashed and poured over Celestia's body like a horizontal waterfall.

She was on her feet, gasping for breath as she drained herself into the spell, the couch Celestia sat upon sliding backwards across the floor under the hammering of her magic. Her pulse pounded in her ears, under the eerie silence of her protective deafness.

It had to work. It had to work. It had to work. It had to work.

All of a sudden, Celestia's blank, horrified eyes snapped back into focus. They met Twilight's.

Her pale arms fell limp to her sides.

Her lips shaped the words "I am awakened, Twilight."

Twilight had won.

Twilight collapsed back against the sofa behind her, clinging tightly to the arm to hold herself up. The ache of her overused magic was a tangible throb, and her heart shuddered in her chest. The chamber swam around her, a kaleidoscope of bright colours.

She shut her eyes tightly, and gripped harder. The total absence of sound was dizzying with her eyes closed, and she yanked off her ear muffs abruptly. The world filled with the sudden rasp of her breathing.

After a small eternity, her body calmed. She sagged fully onto the cushions, rubbing her eyes to clear them and concentrating on breathing steadily.

Celestia hadn't moved.

Glancing towards the door, Twilight gasped in quick gulps, "Is this - room - soundproofed?"

"Yes." Celestia replied simply, her tranquil eyes following Twilight as she moved.

Well. She really should have thought of that, shouldn't she? No wonder the others hadn't come bursting in. If Celestia had fought back, she could have used her magic to yank the doors open, but she hadn't. Not at all. Celestia seemed to have been taken totally, absolutely, by surprise.

"Oh, Princess." Twilight whispered finally.

Standing up shakily, she crossed the floor to Celestia's side. The Princess was still sat on her couch, though it had been driven backwards almost to the far wall. Her knees shaking, Twilight dropped onto the soft cushions by her side.

Celestia turned her head to follow her, maintaining her gaze.

Twilight shook her head. "Look straight ahead, please."

"I will look directly ahead, Twilight." echoed the demigoddess.

Her steady gaze swung away, and Twilight shifted closer along the couch, staring at her. She'd never had the chance to stare at her like this before, completely unashamed, drinking in every tiny detail. There was a tiny grey spot on her cheek, subtle, like a solitary freckle. Very slowly, Twilight sat up on the couch, and leaned forward.

She could smell the scent of the other pony's skin. Very, very softly, her heart hammering now for entirely different reasons than before, Twilight leant forward and kissed that single, solitary blemish on Celestia's flawless face. Her skin was warm, and incredibly smooth.

It was the single most arousing moment of her life.

"You're so beautiful," Twilight murmured finally. The back of her hand trailed shakily down Celestia's bare arm, then, daringly, slid over the curves of her chest, separated from her bare breast by a tantalisingly thin layer of silky cloth.

Twilight pulled back, abruptly shy. Celestia remained where she was, gazing at nothing.

She knew she should go and open the silenced doors, should let in her friends, but she just couldn't bring herself to break this moment. This perfect moment, with Celestia. They didn't know how long Twilight had been planning to speak with her before she made her move, they wouldn't panic yet. It was a selfish choice, she knew, but she'd already made the most selfish choice of all.

Very quietly, Twilight shifted to lie along the couch and laid her head in Princess Celestia's lap. "Hold me, please." she murmured.

"I will hold you, Twilight." Celestia replied. Her arm curled around Twilight where she lay.

Twilight half closed her eyes, gazing out across the audience chamber. She felt the softness of Celestia's lap under her head, the warmth of her body. It was over. She'd won.

"I never wanted to do this," she said into the silence. Her hand gently smoothed along Celestia's thigh, straightening her dress. "I never wanted to oppose you. I worship you, I could hardly bear to think of it." she murmured. "I always wanted to please you. To make you proud."

She inhaled deeply, and let it go with a sigh. "I was really afraid. I hated that, being afraid of you, of what you'd do, but I was. I was afraid you'd take everything away from me. The relationships I've made, the way my friends became my lovers. Afraid you'd take even more. Maybe you'd want to take me away from them forever. Take away my magic. I just... had to stop you using the charm on me, so I had to use it on you. I do love you. I do. I'm the worst pony in the world. I'm so, so sorry."

"It's alright, Twilight," Celestia replied softly and compassionately. "If anyone understands what you've been through, I do."

Twilight's heart gave a horrible lurch, threatening to stop altogether. She twisted, looking straight up, paralysed with shock. Celestia was looking down at her, her eyes gentle. Her horn was glowing gold.

The charm hadn't worked. Celestia had tricked her.

"No!" yelped Twilight, pushing herself away and crashing to the ground. Struggling to her feet, she felt as much as saw the golden bolt fly from the tip of Celestia's horn and penetrate her very being, sinking into her soul. She felt the unfamiliar magic tingle within her.

Her earmuffs! Where were her earmuffs?

Celestia stood up slowly as Twilight scrabbled backwards, and held up the earmuffs in one slim hand. "I'm afraid I have them, Twilight. It was a remarkably clever idea. Often, powerful unicorns fail to see the simpler solutions in front of them. But you've always been exceptional."

"Please!" Twilight stammered, pushing herself backwards with both hands, "Don't do this!" She looked back towards the doors and tugged desperately at them with her magic, but a stronger golden glow suffused the handles, and nothing happened.

"I'm sorry, Twilight. I realise now what my carelessness has wrought, and I cannot apologise to you enough for the temptations you have suffered. Now I understand the sudden change in your desires, understand your new relationships. If I had known sooner, I would never have let this happen."

She really hadn't known! "I - I can just go!" Twilight begged. "Don't take them away from me!"

Celestia shook her head. "I would never take your friends from you, Twilight. They are all wonderful ponies, with good hearts. But I cannot leave them to what you've done, and I must not leave you labouring under the weight of this charm. This curse."

There had to be something she could do! There had to be-

The tall woman practically glowed with inner light, a vast and terrible pity on her face.

"Awaken, Twilight." said Princess Celestia.

Author's Notes:

Some of you have predicted that this is how the fic would end.

This is not the end.

Proofing and suggestions by Setokaiva!