Applejack was gone. Even with control of her memories, it was hard to think of a reason for her staying in Twilight's bed the entire night, and so reluctantly she'd had to have her undress and leave. The outfit was carefully folded in a chest, and would cause some serious questions if anypony came across it - she'd resolved to get a larger one that locked properly.

She'd enslave Rarity in the morning.

She rolled onto her back in her tangle of blankets, eyes half open in the dimness, only the moonlight pouring through the windows outlining the room in blue and silver shadows. Barely awake, mostly dreaming, Rarity's image floated in her mind.

Bit by bit, Rarity's clothes drifted away, exposing more and more of her pure white body until she stood nude before Twilight, wearing the same expression of thoughtless devotion as Applejack. Her hands roamed over her body, reacting to Twilight's unspoken desires with perfect compliance, and Twilight's hands slid under her nightshirt and into her panties to mirror them.

"I can't be this turned on again..." she murmured to nopony in half-articulated protest as her fingers slid up and down her sex, massaging softly. The last few days, she'd come more often than any time she could remember. As her fantasy Rarity fell to her knees and moaned, Twilight groaned deeply, her body jerking and soft whines escaping her lips. A more gentle rush of feeling flowed over her, and she sank back with a gasp and a sigh.

It took a few minutes, but slowly a creeping sense of guilt came over her. How could she do what she planned to do? She'd promised Applejack, but - it was all her doing. Both of them, thinking that this was acceptable. The worst thing was that she knew the feeling of unhappiness would leak away as her desires began to return, and soon it wouldn't seem so important. She wasn't hurting anypony. She was making them happy. But most of all, she was feeding the strange lust she felt for more. More control, more ponies, more making them do things they wouldn't usually do.

It felt incredible. She couldn't remove the charm, and she didn't know how to resist the temptation. She needed Applejack, that was for certain. Somewhere, her feelings for the earth pony had become a full blown infatuation, and, silently, she confessed as much to herself. For an instant she considered sending her mentor, Princess Celestia, a confession and letting her help fix everything.

She'd only have to face Celestia's deep disappointment, and lose Applejack. Maybe even as a friend, after what she'd done. Maybe all of them.

She shook her head in utter rejection, pushing the thought away. No, she couldn't possibly. She could never. The only thing she could do was to build up her resolve, and refuse to pull Rarity even deeper into the whole mess. She'd speak to her in the morning, and block those memories as best she could. There had to be a way.

Unhappily, and feeling bad for the residual heat in her body, she pulled the blankets around her and drifted into sleep.

Morning came. Twilight paced restlessly up and down, in the way that Spike often joked would leave a groove in the floor. Of course it wouldn't leave a groove in the floor. It wasn't like she spent all day walking up and down thinking. This morning she might have, but those were exceptional circumstances.

A knock came at the door, followed by it opening slightly and Rarity poking her head inside. "Hello? It was unlocked, and I received your note asking to see me - why, darling. Whatever is the matter? You look as though you haven't slept at all."

Twilight looked down at herself. She was wearing a loose white top that left her arms bare, and equally soft violet pants, not having put anything on her feet since she'd awoken. Her mane and tail were in a little bit of a disarray too, now that she noticed. Well. She'd been preoccupied.

She shook her head. "Sorry, Rarity. I was thinking about - I'm glad you came over. I have to tell you something."

Rarity clicked her tongue reprovingly, and an abandoned hairbrush levitated off a counter into her hand. Moving to Twilight's side, she began combing out her mane with careful strokes. "Whatever is it, dear? Is something the matter with you and Applejack?"

Twilight shook her head mutely, wanting to feel comforted by the brushing of her hair, but too busy holding onto her resolve to be able to relax. It would be so easy to say something else, anything else. She didn't have to say it.

"No, nothing to do with Applejack. She's wonderful," Twilight said quietly.

Rarity flushed slightly, nodding. "I'm delighted that you enjoyed the outfit so much. I can't think of a time I've had such an enthusiastic reception for my work."

"Rarity-" Twilight pinched the bridge of her nose between her fingers. She had to get this out, right now, or she never would.

Rarity went quiet, gazing at her with concern, before eventually prompting her, "Yes dear?" and lowering the hairbrush.

"I-" Twilight hesitated, then pushed out in a rush, "Rarity, I enchanted you. I used a charm to change your mind."

Rarity blushed, gesturing at herself lightly, "Why, Twilight! Are you saying that you're attracted to me after all?"

"What? No! I mean - yes." She nodded guiltily. "Since this started, I realised I am attracted to you, very much. But I shouldn't be."

Rarity blinked. "Whyever not? Twilight, I'm truly flattered by your interest, I've been hoping for so long that you'd pay attention to me."

So long? But it had only been - her memories had changed! Twilight resisted the urge to put a hand to her face, and tried again. "Rarity, it's not normal for you to be okay with that! I made you think it was normal, and I'm sorry, I just panicked and I - I'm really sorry!"

Rarity opened her mouth, and Twilight put a hand over it quickly.

"Wait, please, let me get this out. I altered the way you think, and I know that you think you want to be enchanted by me, but you don't! It's all what I did! So I'm going to undo all of it, and - and put these memories away somewhere, and then you'll be okay, and I'll -"

"Twilight Sparkle!" Rarity said sharply, pulling Twilight's hand off her mouth by the wrist. "Stop right this instant and don't do a single thing!"

Twilight cringed. "I'm sorry-"

"Not one word!" Rarity told her imperiously, then softened her tone a little. "It's my turn to speak now."

Twilight nodded miserably, bracing herself.

Rarity straightened her back, and gestured to a chair. "Now sit down, darling."

Twilight sat. Rarity settled beside her.

"You don't seem to have considered asking me what my opinion is of all this. It may be that you have enchanted me, but as the pony I am, I don't want to have my memories of you and me, and Applejack, taken away. Twilight, I have designs in mind that I still want to try; I have dreams of things I want! You can't take those away from me," she said firmly.

Twilight opened her mouth, then closed it again as Rarity gently touched her chin, trying to listen patiently despite wanting to shout again that it was all her fault.

Rarity sighed. "I've wondered what it would be like to be with you for such a long time. After Blueblood treated me so disgracefully, I considered giving up on nobility and romance altogether. I thought it would have been so much easier if I could have been attracted to mares, if we could have been closer. That wasn't the case, of course."

She shook her head, then looked at Twilight. "Now I know that you're attracted to me, Twilight, I'm certain I would be much happier to join Applejack in your service. I can't think of anypony who I'd rather be with, nor anypony who is more worthy of it. You haven't my permission to change my memories, but I am asking you to take me."

Twilight's lips parted soundlessly, and she stared at Rarity for several long seconds of silence, her eyes tearing up. "You should be angry with me. You shouldn't be so, so nice."

Rarity leaned towards Twilight and kissed her forehead gently. "Of course I am. You're my dear friend. You may have the right to take me, but I wouldn't want you to if you weren't one of the most wonderful ponies I know."

Twilight breathed in deeply, trying to gather her scattered wits. This wasn't how this was meant to go! This wasn't right; she should be being punished, she shouldn't be happy...

"Rarity, are you sure this is what you want?" she asked finally.

"There's nothing I'd like more, dearest Twilight. You truly are a gem. I'm sure you'll make me very happy."

Twilight gave Rarity a wobbly smile, and rubbed her eyes. "I should listen to you, you're right. You deserve to decide. You can be mine, if you're sure that's what you want."

Rarity reached out and hugged Twilight, replying softly, "Thank you. Will you do it now?"

Twilight hesitated. "Well, you are enchanted."

"I'm very happy that you did that. But if I'm going to serve you, why, I need to feel as though I am your servant. Besides..." She coughed delicately. "If I'm to be used sensually, I will need to be attracted to you, to do it properly. Could you do that?"

Twilight suddenly looked abashed, nodding. "Of course. Are you ready?"

Rarity squared her shoulders and nodded regally. "I've been ready for a long time. I'm going to be a magnificent servant. Begin."

"Awaken."

The expression on Rarity's face vanished as her face relaxed, her arms dropping. "I am awakened."

Twilight slowly breathed out, relaxing herself as she gazed at the blank eyed pony before her. She'd never have thought to ask what Rarity wanted, and even if she had tweaked Rarity's thoughts, she had never told her to want to be used the same way Applejack was. This was a true desire, from her dear friend, and should be respected. It was going to be wonderful.

Her hand reached out and slowly closed on one of Rarity's proud breasts, hefting it slowly in her fingers through the cloth. Wonderful. "Rarity, you're certain that you're my slave now. You're still the same pony, but you know that you belong to me, and it feels good to do as I say," she told her. "You're attracted to mares. You're attracted to me."

"I know for certain that I am your slave now. I am the same pony, but I know I belong to you, it feels good to do as you say. I am attracted to mares. I am attracted to you," the blank eyed pony repeated with unhurried certainty.

Withdrawing her hand, Twilight felt a fresh shiver of delight and excitement crackle up her spine, her tail flicking. "Rarity? Slumber now."

Rarity's eyes flickered, life returning to them, and her lips slowly parted as she gazed at Twilight. Her voice was very soft as she breathed, "Why, Twilight, you're beautiful. I'd never seen it... quite like this before..." Her hand reached out towards Twilight's cheek, barely brushing it before she pulled her hand back. "This feeling, this certainty... I've never been so sure of anything in my life."

Twilight watched her with mingled happiness, tingling arousal, and a touch of concern. "Are you alright, Rarity?" she asked gently.

Rarity's lips parted slightly at the sound of her voice, and she nodded, flushing delicately. "Why, yes. Yes, I am. I'm wonderful Twilight." Her lips pressed together, and she added with a tinge of embarrassment, "Would it be - appropriate, for me to address you as my Lady?"

Twilight reached out to stroke a hand up Rarity's cheek. "You're my friend, Rarity. You can call me anything you want to."

Rarity slid off the sofa to the ground and looked up at Twilight, her eyes glistening. "Thank you, my Lady. Thank you-" Moving all at once, she ducked down near full length on the floor and seized Twilight's bare foot, kissing it again and again in quick succession.

"Rarity - oh!" Twilight breathed. Her first instinct was to stop the other pony debasing herself before her - she was still untidy and hardly worthy of the worship Rarity had begun to lavish on her - but that was swiftly overtaken by a heated rush. Rarity looked so perfectly sensual lying on the ground and kissing her feet, the white pony's breasts crushed beneath her and giving enticing glimpses of her cleavage as her head moved. Twilight slowly relaxed back, and finally finished, "...that's nice."

Rarity looked up, flushed and joyous, then lowered her head again. Her soft lips closed around Twilight's toe, and she sucked gently, stroking her with her tongue. Twilight jerked at the unfamiliar sensation, a murmur of pleasure escaping her, as Rarity worked her way down her toes and licked lovingly at the arch of Twilight's soles.

Unhurriedly, Rarity bathed her owner's feet with her tongue, only eventually sitting up straight with a deep red flush across her cheeks. Her heavy breasts rose and fell against her dress with her breathing, and she said with pride, "I hope I've pleased you, my Lady."

Twilight gave a jerky nod, unable to take her eyes off her, still tingling from the strange and foreign pleasure. "You're wonderful, Rarity, I'd never - had anything like that before."

Rarity curtseyed deeply, holding the position a little longer than needed to give Twilight another look down her dress. "I will prepare you some breakfast, my Lady, then comb your mane and tail. With just a little looking after, you will look perfect!" She smiled. "I really must work on a new outfit later - this dress is glorious of course, but not suited for serving you. Why, I might tear the skirt if I kneel too often!"

Twilight blinked, then laughed, relaxing back against the sofa. "That sounds lovely, Rarity, I'd like that."

"Now don't move, and I'll be very swift!" Rarity declared with a smile and moved away.

Inhaling deeply and letting it go, Twilight tilted her head back and rested there, absently wriggling her toes and feeling the coolness as they dried. Rarity wasn't behaving at all like Applejack. She'd assumed that her commands had made Applejack the way she was, but she'd never told Applejack to desire her; not the way that Rarity had asked to be compelled to find mares attractive. Maybe it was some implicit side effect... it was so hard to know what changes she'd made.

Rarity's humming floated out from the kitchen, and Twilight glanced back with a warm smile. Rarity might be charmed, but she was still Rarity. It was wonderful to see that. She'd expected to have been exploring her desperate body by now, but she could wait. Now, she had all the time in the world.

Author's Notes:

Philosophical question: who, at this point, is the real Rarity?

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Proofing by Djmill and JustTheBast