Rarity struggled against the cloth that seemed to be wrapped around every square inch of her body. She had always loved the feel of fine fabric against her hide, but she had never in her wildest dreams imagined an outfit so confining as the one currently cocooning her body. She could not move even a hoof. And yet, there was no feeling of constriction. The cloth fit firmly against her body but accomplished its restriction of her by full coverage rather than by being overly tight. In a way it was actually comfortable. If she had not been frantic with worry over the fate of her friends, she could have easily seen herself even enjoying the feel of the silky fabric against her delicate hide.

As it was, she struggled with all her might to gain even a fraction of an inch of freedom that might allow her to unravel her prison. To her dismay the only thing she accomplished was to cause the strands of fabric between her legs to grind against the sensitive folds of her sex. Her face burned with heat under her covering as she felt the coolness on her skin that came from the evaporation of the fluids the cloth was absorbing.

She felt shame at this evidence of her arousal. But how could she not have become aroused? It had been so stimulating having Twilight’s handsome evil twin under her power. His buff and powerful body her’s to play with. Maybe if she had not allowed herself to become distracted by his muscular build and impressive stallionhood she might not have grown so careless as to allow this reversal of the situation.

”No, I told myself firmly. It was not my carelessness that caused this peril I find myself in. The truth was that I now realize he must have been toying with me all this time. His magic was simply overpowering. Just what I should have expected from Twilight’s twin. I should have taken Pinkie Pie and fled after I managed to disable him. No matter how much she protested. I knew Spike was at the train station. I should have had him send a message to Princess Celestia. Now all of Equestria might suffer from my carelessness. My only hope now is that he will be distracted by my nubile virginal body, just as he was by Pinkie, for long enough for Sweetie Belle and her friends to get the warning to Applejack”

“Does everyone know about my transformation?” the voice of her captor growled into her ear, his tone full of annoyance.

“Oh, dear, did I say that out loud?” Rarity asked in dismay. Her words were more than a bit muffled thanks to the fact she couldn’t really open her mouth, but still understandable.

There was a short pause, and then the brutish male asked in a tentative voice totally out of character, in Rarity’s opinion, “So that’s what you’ve been doing? Speaking your thoughts out loud? You really weren’t trying to give me hints about how you wanted me to act?” Rarity somehow got the sense that for some reason he really hoped she would answer in the affirmative. As if.

“I gave his ridiculous questions the respect they deserved. A cold silence. Granted, it would have been much more effective if I could have accompanied it with some body language and an icy stare of disdain. I was determined that I would not give him the satisfaction of playing his game, whatever it was.” Rarity paused, and then asked rather weakly. “Did I say that out-loud, again?”

“Yes, and this has gone on long enough. If I can’t convince you with verbal arguments, I guess I’m going to have to rely on magic,” the vile rapist said in exasperation.

Rarity felt his broad hands press against the sides of his face, and tried to draw back as she felt the warm gust of his breath against her muzzle even through the cloth that covered it. She felt a tingle of magic on her horn just before his larger, sharper, horn touched her dainty feminine one. All other sensations disappeared in a flash of sensory overload. Her mind was suddenly flooded with images. Just as when Twilight had aroused her from Discord’s spell Rarity experienced all her interactions with Twilight flashing in front of her eyes from Twilight's POV.

Only, this time it was far more intimate because her mind was not starting out clouded and vague. She clearly sensed the deep love Twilight felt for her, and she blushed with the realization that whatever the female Twilight might have felt, the stallion who was sharing his memories with her felt far more than platonic love. The very last image that flashed into her mind, just before the stallion pulled his horn back, was of herself cocooned in cloth, every curve of her body highlighted and outlined, and just how much the stallion Twilight appreciated the view. She sensed fully his lust and knew that only his inherent decency was keeping him from taking advantage of her helpless body. As flushed from his emotional download as she was, Rarity was honestly a bit sorry he had so much self-control.

The hands on her face began to gently unwind the the coverings on her head till her eyes were clear and she could see the worried, and slightly guilty, expression on the big buff alicorn stallion. There was something else there as well. If Rarity hadn’t caught the edges of it in Twilight’s mental download she might not have seen it. But she had, and as a result it was as clear as day to her that Twilight was very interested in doing the exact same thing to her that he’d done to Pinkie Pie, who Rarity could no longer think of as ‘poor’. Rather, she was more than a bit jealous of the party pony. She had never dreamed that she’d actually meet an alicorn stallion in real life, and now that she had, he turned out to be one of her best friends. She could not help but wonder if Twilight might be persuaded to become even more friendly with her.

“So. Do you believe I’m me now?” Twilight asked her, staring straight into Rarity’s eyes worriedly.

Rarity looked into those limpid pools that seemed deeper than the deepest ocean, and wondered how she could ever have possibly thought this stallion was evil.

Oh. Right. She’d walked in on him raping Pinkie Pie.

“I want to believe,” Rarity said. But I don’t understand how you could do what you did to Pinkie. The Twilight I know blushes anytime our mare talk gets even slightly risque.”

“Dusk Shine,” Twilight corrected her almost apologetically. “It seems the hormonal chemistry in this body has a very powerful effect on my thought processes and sexual inclination. I find myself highly aroused by attractive mares and feel urges I never did as a female. For that reason I think it best to create a clear demarcation between my female self and my male self.”

“You are Twilight,” Rarity all but yelled, and heaved a sigh of relief, her last tiny lingering doubt having fled. “But I still find it difficult to imagine you being so brutish to Pinkie Pie. Strapping her down, and sticking that thing up her bottom. Not to mention shocking her with captured lightning.”

“Well, gee, Rarity. We were only playing,” Pinkie Pie said in a chiding voice. Both Dusk and Rarity looked over to see that Pinkie had somehow undone the bindings around her head, and was balancing the rubber ball gag on her nose. “It’s such a fun game. I really hope you’ll play with us. Games are always a lot more fun with more ponies playing. And I saw how hard Dusky;s thingy got when you were playing with it. And the look on his face, ooh, scary. I bet he’d really like to -tie you down and stick his thingy up your woohoo till you cried from it feeling so good.” Pinkie paused to take a breath, and then caught the look Dusk was giving her. “Oops, forgot.” She bounced the ball gag into the air and caught it in her mouth as it came down. Somehow the strap ended up secured around the back of her head. She then flipped her head, and the fabric threads dangling around her shoulders twisted around her head. The effect was nowhere as neat as when Dusk had first wrapped her up. She looked more like a foal several hours into Nightmare Night. It was still impressive that she was able to do even that much.

“Sorry about that,” Dusk apologized to Rarity. He was blushing and could not quite meet his friend’s eyes.

Rarity, having accepted that this hunk of a stallion really was Twilight, realized just how much she’d been played for a fool, and let out a stream of ladylike curses. When she saw the way Twilight, no, Dusk, had backed up several steps and how guilty he looked she quickly said,” Oh, dear. I was not referring to you… Dusk? No indeed. My ire was strictly directed at that dratted Rainbow Dash. Her infernal pranking has gone far too far this time. I will be having a stern word with her, you can rely on that.”

“Oooh, are you going to spank her?” Pinkie Pie asked. By the time Dusk turned his head to give her a chiding look Pinkie Pie was once again fully gagged, wrapped, and with a look of complete innocence on her face.

Her attempt at nonchalantly whistling was spoiled by the ball gag in her mouth.

“It would be no more than she would deserve,” Rarity said with a sniff. At the same time she couldn’t help but remember how much fun it had been to ‘instruct’ Dreamy Slumber. If any pony needed that sort of lesson, it was Rainbow Dash.

“I can’t believe Rainbow Dash did that,” the male Twilight said in a wounded tone. “To see me and Pinkie Pie being intimate, and then running to you and using what she saw to pull a cruel prank she knew would humiliate us all.”

Rarity looked abashed. She cleared her throat and said, “Well, darling. It’s possible I may have left out a few little teeny facts. Truthfully it wasn’t Rainbow Dash who informed me of the situation. She told Sweetie Belle and her friends. And she didn’t actually mention you and Pinkie Pie at all. It was Fluttershy who she claimed had been kidnapped by her evil mirror twin.”

“Just like the plot in the Daring Do book Rainbow Dash has been talking about all week?” Dusk asked in a very controlled voice.

“Well, if you wish to put it that way, then yes, I suppose there are some similarities.”

“So, Rainbow Dash played a purely verbal prank on your sister and her friends, who carried the tale to you, giving you second hoof information, and you think Dash deserves a spanking for that?”

Rarity felt a certain nervousness at Dusk’s tone of voice. But the idea of switching Rainbow Dash’s plot was now firmly planted in her mind and she was loath to let it go. She gulped nervously and said, “I know it sounds a bit excessive, but Rainbow Dash does have a history of careless pranks, Twilight. I mean, Dusk.”

“I see,” Dusk said. He rubbed his chin as if considering Rarity’s point. After a moment he asked, “So, what would you say I should do to a mare who listened to an obvious prank story, and took it as fact? So much so that she assaulted a good friend while he was in the middle of an intimate encounter? Not satisfied with that, she then tied him up and inflicted various indignities on him. What do you suppose one of the heroes of the books you love so much would do to the heroine if she made such a blunder?”

Rarity’s mouth went dry as she suddenly realized what a corner she had painted herself into. She could claim that when she had spoken of switching Rainbow Dash’s firm posterior it had only been hyperbole. Surely Twilight knew her well enough to realize that. Only from the gleam in Twilight, no, Dusk’s, eyes, she had a feeling the last thing he wanted to hear was excuses. And truth to be told, she had behaved abominably. Looking back she had to concede that the evil monster’s threats and rants had sounded more like something he was reading from a script rather than coming direct from his twisted mind. She had let her surprise, and the story Rainbow Dash had told Sweetie Belle, blind her to any other possibility than the one she had first assumed. Her ass clenched as for the first time she contemplated the possibility that maybe she did deserve a certain amount of corporal chastisement for her hasty ill thought out actions.

Dusk suddenly leaned in and touched horns with her again. The memory flash was much shorter this time, and didn’t feature Rarity. Instead it revealed the events that had led up to the scene she had walked into. Twilight’s early exposure to fetish material. Her determination to discover how to turn into a colt as a consequence. Discovering the old checklist with the unchecked box for discovering how to turn into a colt, and Twilight’s sudden obsession with completing that childhood goal, and finally, how Pinkie Pie had convinced Dusk to try playing adult games with her.

Rarity flushed and her heart was beating hard when the mental download ended. It wasn’t the imagery, though that was stirring, it was the feelings of affection and love mixed with a heavy dose of lust that overlay the visual component. Along with the knowledge that Dusk had just extended her an invitation to join in his and Pinkie’s little game.

“You never answered my question, Rarity,” Dusk whispered in her ear, his breath soft and sweet against her face.

Rarity understood now. He wasn’t asking if she felt she should be punished. He was asking if she wanted to join his and Pinkie’s game. And with that realization there was really no question as to what she needed to answer.

“I examined my actions, and found them wanting,” Rarity murmured. “I had grievously wronged my friends and deserved any chastisement they choose to correct my behavior.” Rarity paused a beat, and then added, “Oh, dear. Did I say that out loud?” She lowered her head and looked up at Dusk flirtatiously from underneath her lowered eyelids.

“I’m afraid so, Rarity,” Dusk said in a husky voice. Rarity saw him swallow nervously, and his horn started to glow. But, just before he cast any magic he said softly. “The safe words are Sugar Free.”

The implication that she might need a safe word caused Rarity to feel a tingle of erotic fear. Suddenly she understood Pinkie Pie’s assertion that scary was sexy. That tingle of terror increased as she felt Dusk’s magic take hold of her helpless body and lift her into the air. He settled himself down on one of the lab stools and a moment later Rarity found herself lying over his lap. Any possible doubts she might have had as to his intentions were quickly dismissed as she felt his large hand caressing her cloth covered posterior.

“Not as plush as Pinkie Pie,” Rarity heard Dusk muse. “Have to take the decrease in padding into account,” he continued in a slightly distracted tone. He ran a finger down the middle of her plot, and she felt a wave of cool air poor over her sweaty rear as the cloth covering it parted. She flushed and wiggled a bit as she imagined the view he must have. She had a spectacular asset if she did say so herself, and Dusk clearly agreed if the hardness pressing into her thigh was any indication.

Rarity let out a little shiver as Dusk stroked her flank with his hand. Her breathing was fast and her entire body seemed to be vibrating in anticipation. She swallowed nervously and fought against shouting out the safe words he had just given her. She found herself wishing he hadn’t given her the option. None of the stallions in her favorite books gave the heroines a way to beg off of their chastisement. They were firm and commanding and delivered the well earned punishment without a shred of self doubt.

Rarity was taken totally by surprise when Dusk Shine lifted his hand and quickly brought it down with a smack against her ass. She had expected it, but had thought she’d have some warning. The sudden stinging pain caused her to clench her ass, but her tightened muscles did nothing to ease the pain when Dusk’s hand smacked down on her other ass cheek.

Rarity squeezed her eyes shut, causing tears to leak out from the corners. She braced herself for the next swat, But nothing came. Dusk’s hand rested on her bare rear, and she heard him draw a deep breath before saying. “I can’t.”

Rarity experienced a sudden feeling of exasperation at her friend. She could feel his cock pushing against her body. It hadn’t softened in the least. She didn’t have to be a mind reader to know what was running through his mind right now. “Dusk, I know what you’re thinking. ‘How can I take pleasure in hurting my friend?”

“Yes. Exactly. What sort of pony does that sort of thing? Feels like this?”

“What sort of pony goes easy on their friend when playing a game?” Rarity snapped back. She would have given Dusk a scathing look, but draped over her lap as she was that was a tad difficult. “Do you think Pinkie Pie and I are children? Do you think you are doing us a favor by not playing to the fullest of your ability? Worse. Do you think I’m too weak to face the consequences of my mistakes? I made a huge mistake. I demand you show me the respect I deserve and chastise me firmly for it.”

“The Rogue’s Maid,” Dusk Shine said.

“What?” Rarity asked in surprise.

“Those last two lines. Weren’t they the lines that Lady Chastity said to Lord Blackheart when he caught her stealing important documents from his office? When his burning love for her would not allow him to administer the punishment her crime warranted?”

Rarity squirmed nervously. “I suppose it is possible,” she admitted. She rallied and said in a firmer voice. “But it does not change the truth. I’m an adult. I can take my punishment like an adult. And if administering that punishment arouses you, that is merely a tribute to my desirability and as such the most sincere form of flattery a mare could ask for.”

“The Heroic Rogue, or was it, The Rogue’s Secret?” Dusk mused. “Actually I think a variation of that argument was used in both of them,” he said thoughtfully.

“Nitpicking is not an attractive trait, Twilight,” Rarity complained.

“Yeah. Tell me about it,” Pinkie Pie complained. “You have no idea how long it took me to convince Dusky that scary is sexy.”

“The name,” Dusk said, as he lightly swatted Rarity’s rear. “Is Dusk Shine.” Rarity felt him shift slightly and guessed that he had turned to look at Pinkie Pie. “And if you want scary. Just wait till I’m done with Rarity and I’ll show you how scary I can be . . .slut.”

“Ooooh, I’m all tingly and gooey,” Pinkie Pie enthused. “But don’t hurry for me. Rarity hasn’t had a fair turn yet. Be good and scary for her first. And don’t be quick about it.”

Unlike with Dusk, Rarity only had to shift her eyes a bit to see Pinkie Pie. The party pony beamed at her with approval. “You’re really good at this, Rarity. Dusky still has trouble with his let’s pretend muscles. But I’m sure if we keep practicing with him he’ll get it sooner or later.”

“I’m sure you are correct, Pinkie Pie. But Dusk dear, there is one small teeny favor I would greatly appreciate before we begin my well earned chastisement.”

“Certainly… I mean. You don’t get any favors from me, my lady rogue,” Dusk said in what he most likely assumed was a haughty voice. Rarity declined to correct this assumption. There would be time for fine tuning his performance in the future.

“Yes, yes, very nice. But really, Dusk, please lose the dreadful mustache. It quite spoils the mood.”

“Awww, but I like it,” Pinkie complained.

“Yes, dear. But as you pointed out. It is my turn.”

“Have my friends always been this nuts?” Dusk Shine wondered. No, that wasn’t a fair question. He’d never been male and had never interacted with them in a sexual fashion, he had no idea if their fetishes were in any way abnormal. Twilight’s understanding of sex had been theoretical at best. She had always assumed that the actions depicted in the restoration books and Rarity’s novels were exaggerated outliers. But as Dusk he had garnered more experience in three days as a male than in a lifetime as a female. And all that experience indicated it was very possible that he had underestimated the prevalence of fetish type sex. It was an undisputed fact that he found the thought of spanking Rarity sexually arousing. Was it wrong of him to consider her desire to be spanked abnormal? Male and female were part of one whole. Wasn’t it more logical to conclude that just as their genitalia fit together, that their sexual kinks would likewise align? If that hypothesis was accurate did it not make sense to assume that if males gained sexual delight in dominating females during sexual congress, the obverse was true in regards to mares and that they gained sexual delight from being dominated? Rarity’s prefered light reading would certainly seem to indicate that this was a prevalent attitude. Those novels had been among the more popular books carried in the library. They were lent out as fast as they were returned, and proportionally they had a higher rate of late returns than for any other genre.

But, that could not be fully accurate. Rarity had demonstrated, quite thoroughly, that she could take a dominate position and seemingly enjoy it. Could a pony enjoy both roles? To Pinkie Pie it was just a game, and it would not surprise Dusk to find that she could play both roles, but somehow he could not see Pinkie Pie taking the domination role, or at least not take it and enjoy it. On the other hand, even without the evidence he had, it was not difficult to imagine Rarity enjoying being in charge.

“Ahem. Helpless maiden here, trembling in fear at her upcoming chastisement,” Rarity said in an impatient voice. “Really Dusk Shine. Has no one ever told you it is impolite to keep a lady waiting?”

Dusk gave his head a shake and looked down at where Rarity lay draped helplessly over his lap. Oh, yes. He could definitely see Rarity playing the other side of the game.

Rarity’s not so subtle hint had broken Dusk out of his reverie, however. And he found himself admiring her firm well-rounded plot. He’d never noticed just how enticing it was when he’d been a mare. Its appeal to him as a male was very strong. He cupped one smooth cheek with his hand and squeezed, enjoying the firm texture and the way her flesh gave way under his fingers.

“I am not a piece of fruit, sir,” Rarity snapped as she squirmed under his touch. “I will thank you to cease your most improper advances.”

Dusk was glad he’d read Rarity’s favorite books. It made it easy for him to come up with a suitable reply.

Of course he’d read all the books in the library, but he’d paid more attention to Rarity’s novels than he might otherwise have done so simply because they were his friend’s favorites.

“On the contrary, my dear. You are a luscious peach. And it is my intent to devour you quite thoroughly and completely. After I have prepared the feast by warming it to a suitable temperature. Medium rare, perhaps?”

“You, sir. Are a cad.”

“Guilty as charged my fair strumpet,” Dusk said in what he hoped was a gloating tone. He lifted the hand that had been fondling Rarity’s bottom and gave her posterior a firm measured swat. The feel of her flesh under his palm was quite delightful and he left his hand in place as he waited for Rarity’s reaction.

“You dastard! How dare you lay your hand on a lady in such a manner!”

“Is there some manner of the laying on of hands you would find more acceptable?” Dusk asked.

Dusk was starting to really enjoy himself. In many ways Rarity’s particular interests were easier for him to indulge than Pinkie Pie’s.

The scary male figures that Pinkie Pie favored were right out of the restoration books, and their entire focus seemed to be reducing females to property with little interest in them as independent beings. There was nothing in their character or mind-set that Dusk could relate to. They were entirely fictional from his point of view.

On the other hand, when a male character in one of Rarity’s books took it upon himself to chastise the heroine, it was usually out of affection, and even love. The heroine would do something incredibly foolish that, while heroic, put her health, and often even her life, at risk. The hero, frightened at almost having lost the mare he has now realized was his one true love, takes steps to instruct her so that such an incident will never happen again. All of it done with the utmost politeness and semi-clever wordplay.

“I highly doubt you could live up to my exacting standards, sir,” Rarity said in a haughty voice. Quite an accomplishment given her current position.

“I suppose in that case I must resort to frequent practice till I obtain the skill required,” Dusk said. He cupped his hand and gave Rarity’s bottom a good firm spank. He’d learned this little trick playing with Pinkie Pie. Thanks to the shape of his hand the noise was maximized while pain was minimized. The loud smack and Rarity’s gasp were both gratifying, and Dusk repeated the motion. This time striking Rarity’s other ass cheek, which was just as delightfully firm as the first one.

“I must insist that you cease and desist at once, sir!” Rarity cried out. She was wiggling frantically on his lap, which was most delightful. And as Rarity was still staying in character, he saw no reason to obey her demand. His hand came down with another firm smack, and a moment later he delivered another one. Rarity’s exposed bottom was beginning to flush from his attention, and he carefully adjusted his aim so that her entire fundament received its fair share of attention.

It was very curious, Dusk thought, how the feel and texture of Rarity’s bottom could be so stimulating when he was only manipulating it with his hand. It wasn’t like hands were secondary sexual characteristics, yet there was no denying how arousing it was to feel that silky smooth bottom against his palm. He started mixing his swats with caresses, running his hand over Rarity’s reddened flesh and slipping the tip of his fingers into the crack of her ass. That caused some very intense feedback as Rarity let out little cries as she hunched up against his probing fingers.

Despite being preoccupied with his ‘research’ Dusk was not about to make the same mistake he had the first time he’d spanked Pinkie Pie. He kept the force of his swats to just enough to depress Rarity’s flesh and to lightly redden her bottom over time.

“How dare you, sir. I am not some poor scullery maid you can stallion-handle at will,” Rarity gasped.

“A scullery maid would have more sense than you have shown, my fine filly.” Dusk replied, his words breaking up slightly in time with his swats to Rarity’s ass. He recalled a rather popular theme in many of Rarity’s books. Often the heroine was best friends with a member of the lower class, usually her personal maid who was also her only true confidant. Sometimes both of them ended up marrying the same noble stallion. One who held liberal values and found even common earth pony’s worthy of his friendship and love. With that in mind he decided to add more meat to his role. “Now your personal maid is another matter. Perhaps I should turn her over my lap for being so foolish as to allow you to embark on this hair brain scheme.”

“You will not touch poor Applejack. She knew nothing of this,” Rarity snapped out just as Dusk’s hand crashed down on her rapidly reddening rump.

The room went silent, after the echo of Dusk’s swat ceased reverberating off the wall.

“Applejack?” Dusk couldn’t keep himself from asking. He’d intended for Pinkie Pie to fill the role of loyal ladies’ maid. Rarity’s suddenly bringing Applejack into the scenario de-railed his fragile pretend intentions.

“Oh. Dear. Did I say that out loud?” Rarity said rather weakly, her cheeks, the ones on her face, turning quite rosy.

“Indeed you did,” Dusk said in a bemused tone as he idly rubbed Rarity’s bottom. A fey desire to tease Rarity bubbled up and he gave her ass a light swat and said, “Do go on. Tell us all about your maid, Applejack.”

“Yeah, spill the beans,” Pinkie Pie demanded in her best bad cop voice as she angled a nearby desk light to shine in Rarity’s face.

Dusk didn’t even bother to wonder how Pinkie had escaped from her woven prison of fabric, he simply gave Rarity’s other ass cheek a light smack. “Well, lady Rarity. You are the one who brought the fair Applejack into this conversation. You are not going to leave us hanging. Are you?”

“Really, Dusk. I mean, Lord Dusk. There is nothing to tell. As I told you, darling Applejack had nothing to do with this.”

Dusk raised his hand to give Rarity’s bottom another swat, but paused when he saw how bruised her posterior was. He didn’t know if Rarity had reached her limit, but he had. He drew the line at causing true injury to her.

“Pinkie, lotion,” Dusk snapped out, holding a hand over his shoulder without looking. A second later Pinkie slapped a bottle of lotion into his palm.

Upending the bottle of soothing lotion Dusk squirted a good quantity of it on both of Rarity’s cheeks. The ones on top of her long lithe legs, not the ones on her face. Tossing the bottle over his shoulder he heard Pinkie grab it as he began to massage the lotion into Rarity’s heated flesh.

Rarity let out a long low moan and thrust her ass up at Dusk’s rubbing hand. “Oh, my. That does feel good. I really must speak to Aloe and Vera about adding this massage style to their repertoire over at the spa---” Rarity’s voice cut off with a gasp as Dusk slipped his well lubricated fingers down between her tightly bound legs and brushed the tips against her rectum and the cleft of her soaking wet cleft.

“Then again, maybe not,” Rarity said in a strangled voice, all signs of the lady Rarity having fled as her thighs clenched around Dusk’s hand, clamping it in place. His fingers were still able to tickle some very sensitive areas of her body, however. She let out a little mew and wiggled frantically as Dusk slipped one finger tip between her labia and located her clit.

“Now, my lady. Do tell me all about your maid, this Applejack. A comely lass is she?” Dusk teased, both with his mouth and his fingertip. He was forced to place a hand firmly on the small of Rarity’s back when her writhing threatened to dump her on the floor. At the same time he rubbed his well lubricated thumb back and forth over the pucker of her rectum before centering on it and pressing inward.

“Never. I will never allow you to get your filthy hands on poor Applejack,” Rarity gasped.

“Talk!” Pinkie Pie yelled into Rarity’s face as she crouched down in front of the helpless mare, a toothpick dangling out of the corner of her mouth. “Give us all the dirt, or you’ll be sorry.”

“Now, now Pinkie. Rarity doesn’t have to tell us about how Applejack fits into this little fantasy of hers,” Dusk said in a soothing calm voice, even as he popped the tip of his thumb through the tight ring of muscle it had been probing. “If she doesn’t want to tell us what she dreams of doing with, and to, Applejack. She doesn’t have to. We’ll just have to find other ways to amuse ourselves.”

“Do with me as you will, I will never talk!” Rarity swore, her speech broken by numerous gasps and grimaces as Dusk slowly inched his thick thumb up her bottom.

Dusk could feel Rarity’s slick sex clenching and unclenching around the tip of his finger, and knew that Rarity had entered the winking phase and from personal experience and his time with Pinkie knew that she would be thinking of little else but her own sexual relief. “Hmmm, what if I did this?” he said, and pulled his hand free from between Rarity’s legs. She clenched her legs tightly, but his well greased hand pulled free easily.

“Ooh, now that’s mean,” Pinkie Pie said, half complimentary, half accusatory. “I really hate when you do that to me.”

“You wouldn’t,” Rarity said in a hoarse tone that was thick with need.

“Yep, he would. It was awful,” Pinkie Pie confided to Rarity. “He kept me on the edge for hours and hours. I was almost ready to break a Pinkie Promise just so I could cum. But when he finally put his big thingy inside my woohoo, well, WOOHOO! It was the best ever.”

“Yes, but I only did it after you confessed that you were the one who ate the last muffin,” Dusk told Pinkie. “If Rarity wants me to continue all she has to do is tell us all about her wicked imaginary relationship with Applejack.”

“Never,” Rarity swore, whipping her head back and forth in a negative gesture. Her sweat soaked mane flopped from side to side like a dead thing, drawing a horrified sob from its owner.

“I don’t know, Dusky. She’s a hard egg. I’m not sure she’s going to talk,” Pinkie offered, adjusting the brim of the fedora she had produced from somewhere.

Now, now, Pinkie, If Rarity really does not wish to confess, she can use her safe word,” Dusk said, just in case Rarity had forgotten she had that option. “We just have to supply her with a little incentive. Why don’t you go get it from the bathroom. I washed it off. And bring some of the thick lube while you’re at it.”

“You, you, wouldn’t dare.” Rarity said in a tone thick with dread at the same time as she clenched her ass as tight as possible.

“Of course I would. It seems only fair to me,” Dusk assured her. “If you wish to avoid that indignity, you just have to, as Pinkie would say, spill the beans.”

Rarity expression showed she was torn between her two options. Maybe three, if you included whatever secret she was keeping concerning just what role Applejack played in her fantasy.

“Oh, very well! If you are so determined. I simply needed a familiar face to play the part of my earth pony maid. It was nothing more than that,” she blurted out in a panic as she saw Pinkie exiting the bathroom with a certain shiny glass sculpture in one hand and a tube of something in the other.

“Do you believe her?” Dusk asked Pinkie as he reached out with his magic to take the glass butt plug from her hand.

“Hmmmm,” Pinkie Pie mused as she bent over to stare into Rarity’s face. After a few seconds she announced. “Nope. She’s a big fat liar, liar, hooves on fire.”

“That’s what I think as well,” Dusk said as he squirted a heavy layer of lubrication onto the butt plug. Taking hold of Rarity’s ass with his magic he spread her cheeks wide open and floated the plug down into the crevice thus created until the greasy tip pressed against Rarity's rectum.

“Sometimes I had to switch her when she was careless with the outfits I made her.” Rarity blurted out.

‘How cruel,” Pinkie said disapprovingly. A second later she beamed with delight. “I love it!”

“See, don’t you feel better now,” Dusk said, and pushed the small butt plug home.

“Ahhhh, why?” Rarity gasped. “I confessed!”

“You certainly did, which is why I’m rewarding you,” Dusk said as he slipped his hand back between Rarity’s legs and started to stroke her sex. More to assure himself that she was still hot and ready than with any intent of prolonging the torture. He discovered that Rarity was still in desperate need of relief if the amount of lubrication she was gushing was anything to go by. Which was a very good thing, because he was more than ready to take care of her needs, and her own.

Dusk reached out with his magic to the cloth threads wrapping Rarity’s body. The threads were still infused with his magic so it was easy to take hold of. Rarity let out a startled cry as she was lifted off of Dusk’s lap and held in mid-air. Threads came loose from the front of her body. Tendrils from the wrappings around her legs joined up with similar strands floating out from her torso. They joined and drew together.

“No, please Dusk, master! Let me loose. I’ll make you feel wonderful!” Rarity pleaded as her legs were drawn up against her body. her muzzle ending up poking through between her calves while her breasts were flattened against her knees. A storm of threads formed around her and when they settled Rarity was once more fully cocooned from the tip of her horn to the base of tail. The bundle swayed back and forth on strands that had once again hooked onto the ceiling. Appearance wise it was not nearly as sexy as Rarity’s previous confinement. Now that she was folded in half it was almost impossible to detect that the lumpy bundle of fabric contained a curvaceous mare. Except for the one spot that was not concealed by fabric, It was the only part of Rarity’s body that was not covered and even as he admired it, Rarity’s sex winked lewdly at Dusk showing it was also the only part of her that could move.

Do not worry, Rarity. You will get your chance very soon to make me feel wonderful,” Dusk promised the bound and strung pony as he stroked a finger up her exposed slit.

With some reluctance Dusk turned away from the enticing prospect that Rarity’s bound body offered and directed a stern, and hopefully scary, look at Pinkie Pie. “But first, I have a minion to chastise for failing to stay where I put her.”

Totally bound and helpless inside a cocoon of soft fabric Rarity could not remember ever having been so aroused in her life. Her dream fantasies were but a pale shadow of what she was experiencing with a real live flesh and blood alicorn stallion who was bent on dominating her completely. The only fly in the sugar bowl was the safe word. Even though it supplied her with a certain amount of peace of mind, knowing she could end this at any time she wished took some of the thrill away. She wasn’t like Pinkie Pie who could totally immerse herself into the scenario. She wanted the real thing. Still, except for that one small quibble this was an incredible experience, and who would have guessed that mousy little Twilight was hiding this part of her, or him. She just wished she could be his slave in truth and not just pretend. She’d be a great slave. She’d willing do anything he wanted, submit to anything he requested. No sexual situation would be too extreme. No outfit too difficult to make…

Rarity thoughts trailed off as she considered that her ideal situation might have it’s own share of sugar loving flies. While Twilight made an incredibly handsome stallion, there was no question that her taste in clothing was to say the least, terrible. If Rarity was not able to put a hoof down and insist that she knew best, who knew what sort of abomination Twilight would demand she create. And it likely would not end there. What if he decided the best use of his slave was cleaning up after him. Twilight tended to be a bit of a slob when immersed in study. Poor Spike had complained often enough about the burden she placed on him. If Rarity was Twilight’s slave for real she might be expected to do housework and, shudder, dishes. Her manicure would be ruined.

And what about when Rarity had to deal with a mare like Dreamy Slumbers. As a true slave she would hardly be allowed to see to the proper discipline of such a mare. She would have to stand aside and allow her master to deal with the little trollop.

Rarity could see that this whole sex slavery thing would require a little more thought. Like what was a mare supposed to do when a stallion tied her up, stuck a plug up her ass, and then just left her hanging, literally, while he went and entertained himself with some other mare?

Despite the muffling effect of the wrappings around her head, Rarity could clearly make out the smack, smack, sound of hard hand meeting soft bottom. She fumed, she had done so many awful horrible things to poor Twilight, and as soon as she was totally helpless and unable to resist in anyway, Twilight turned her, his, attention toward Pinkie Pie. Was that fair? No it wasn’t.

Rarity was just working herself up into a full blown snit, when she noticed that the sound of Pinkie being spanked had stopped. The very next moment a pair of hands took hold of her bottom and she was pulled forward. She felt something thick and warm slide between her engorged labia and into her ass cleavage. She realized that she was more or less sitting on Dusk’s very masculine shaft. She swallowed nervously. This was it. At long last she was going to be shafted by a real life hunk of a stallion. An alicorn no less. Well, maybe ‘real’ was gilding the lily a bit. But until some other super hunk stallion came along Dusk was more than real enough.

Rarity’s waffling and scattered thoughts vanished in a flood of sensation as Dusk, she really hoped it was Dusk, began to swing her back and forth in the air, causing the sensitive flesh of her sex to slip back and forth across the top of his shaft. Totally bound as she was there was nothing at all she could do to either aid or hinder the male who was teasing her. She might as well have been an inanimate sex toy. Except that unlike such a toy she had feelings. And right now she was feeling on the verge of having her horn blast off her head and into the ceiling from the intensity of her arousal and need. And then things got more intense.

Rarity felt something soft and wet stroking the cleft of her ass right above Dusk’s male member. She let out a muffled scream of surprise, that changed to a gasp as she felt what was beyond a doubt a muzzle pressing up against her heated flesh. It didn’t take a genius of Twilight’s caliber to figure out that if Dusk was in front of her, than it must be Pinkie behind her.

It also didn’t take a lot of guesswork to deduce that when Dusk slid forward the head of his cock had to be pushing into Pinkie’s mouth, covered in Rarity’s juices.

It was too much, Rarity orgasmed, and then did it again, and again, as Dusk continued to swing her back and forth.

Rarity felt as if she were about to combust. Not just from the overload of pressure, but from the embarrassment of knowing she was spraying her juices all over Dusk’s shaft, and into Pinkie’s hungry mouth.

All such thoughts fled as Dusk drew back far enough for his member to swing upward enough to center on Rarity’s gushing sex. Maybe Pinkie Pie lent a hand. All Rarity knew was she felt a sudden stretching between her legs as Dusk’s large flat flange forced open her engorged sex and slid up into her hot wetness.

Dusk’s cock was far bigger than anything Rarity had ever experimented with. For that matter with the possible exception of Big Mac, who she had only ever seen limp, he was bigger than any stallion she knew of. The sudden intrusion was painful, but the sheer thrill of having his warm flesh inside her needy sex far overpowered any discomfort. Her nerves were still in a state of over-stimulation from all the orgasms that Dusk and Pinkie had wrung out of her, and the sudden shocking intrusion of Dusk’s dick caused another orgasm. One that originated deep inside her vagina and caused her belly to twist and squirm. If she was unable to move any of part of the outside of her body, that did not include her pelvic muscles and as the powerful deep orgasm wracked her body she clamped down on Dusk like a velvet vice.

“Oh, my lady. You are so snug and hot. I feel like I have entered heaven itself,” Dusk gasped into her covered ear. On a subliminal level Rarity was delighted that despite what must be the most pleasurable experience of his life, Dusk still managed to cater to her scenario. He was such a giving stallion.

Dusk proceeded to prove just how giving he was by pressing upward, and slipping more of his cock into Rarity’s already over-strained little quim. Rarity, in her naivety, had assumed that she had already received all Dusk had to give and gave a strangled gasp as she felt him touch parts of her she hadn’t even known she had. She felt stuffed, and her contorted and constricted position did nothing to ease Dusk’s attempts to stuff her full.

“Too big,” Rarity groaned.

“Sorry, my lady. I’ll try to take it easy. But you are so delectable it is hard for me to avoid devouring you in one great bite. But take comfort, I’m already nearly halfway in,” Dusk said in a very ill advised effort to ease Rarity’s mind.

“Halfway! Rarity shrieked. “Tell me you’re joking, Twilight!”

“Dusk,” Dusk grunted, and hunched against her, causing Rarity’s breath to rush from her body as he displaced some of her insides. “Only a little more than a quarter to go now.”

Rarity could not even generate the breath to protest. She felt so full she felt she was about to burst. The pressure between her belly and legs increased and she was sure it was because there was a visible bulge in her trim flat stomach where Twilight’s shaft was displacing her inner organs.

Rarity had always admired the various well hung stallions around Ponyville. The habit of doing without clothing on very hot days made it easy to spot them. She had never stopped to think that being exceedingly well hung might actually be a negative.

Rarity grew more and more sure that she was going to burst, and then she felt magic flowing from Twilight. A sudden warmth spread through her lower body and her muscles seemed to ease their death grip on Twilight’s shaft. With a grunt he surged forward and she felt his heavy balls flip up and slap at the underside of her sex as his median ring rasped against her outer lips. The realization that every thick inch of that massive cock was somehow inside her body sent a shock wave of sensation through her entire frame.

Twilight’s large masculine hands slid upwards from her hips and his arms encircled her body, pulling her up against his well muscled torso. Her legs were caught between her body and the pressure in the back of her thighs increased as he held her tight. Her breath, constricted because of her position and the presence of Twilight’s cock, sounded loudly in her own ears as she sucked air into her starving lungs. It joined the sound of Twilight’s breath as he gasped, blowing hot air against the side of her neck.

Rarity was beginning to wonder if Twilight had finished now that he had managed to get all the way inside of her, when he began to withdraw his cock from her snug sex. Her delicate pussy was reluctant to release him and her body swayed in the air, pulled forward as Twilight attempted to withdraw.

A pair of hands latched onto the back of Rarity’s thighs and pulled her backward, holding her in place and allowing Twilight to slip his thick shaft back out of her body. Pinkie Pie thrust her muzzle forward eagerly and Rarity felt her tongue cleaning her juices off the bottom of Twilight’s cock and her own labia.

With a grunt Twilight reversed direction and pushed forward hard, slipping his shaft all the way inside her in one long smooth penetration that sent a shuddering thrill through Rarity. Blind, bound, helpless, her only connection to the outside world the space between her legs, Rarity could have been nothing more than a receptacle for Twilight’s lust and Pinkie Pie’s hunger, yet she knew that they did not see her that way, but she would not have minded if they did. The knowledge that her body was giving them so much pleasure thrilled her, and that in turn increased her own pleasure.

In and out Twilight thrust, rocking Rarity back and forth while Pinkie Pie kept pace with their motion. Her entire world devolved into the sensation of being a cock-sleeve for a powerful male, her only function to receive his seed.

It could not last forever and Rarity heard Twilight gasp as he slammed all the way to the roots inside her, his medial ring spreading her sex to its limits. She could feel him pulse and a warm glow filled her with the realization that he was pumping her belly full of his cum. The flow from his cock was prodigious and she felt pressure in her belly as her womb was pressurized from the sheer quantity of jism that Twilight was pumping into her. He was so large and she was so tight, there was no escape for the increasing amount of sperm inside her. She imagined herself blowing up like a balloon as the most powerful orgasm yet sent shock waves rolling up and down her bound and helpless body.

Rarity was lost in pleasure and aware of nothing but the aftershocks caused by a continuous string of small orgasms. It was only when Twilight finally withdrew his now flaccid cock from her overstretched sex, releasing a flood of sperm and mare fluids, that she could feel Pinkie Pie eagerly gulping down, that she return to a world that included things other than a thick shaft of meat pumping in and out of her sex.

She blinked as a sudden flood of light filled her eyes as Twilight unwound the fibers from around her head. Through tears caused by the brightness of the room, she saw Twilight, no, it was Dusk, looking at her in concern, and maybe with a little guilt.

“Sorry, we sort of got off script. I hope you don’t mind,” Dusk apologized.

Rarity worked her mouth until she was sure she could speak without slurring or otherwise embarrassing herself, and said. “Darling, if this is what happens when you go off script please feel free to ad lib anytime you wish.”

Author's Notes:

To hurry things along I'm planning on doing a bit of a time skip for the next chapter. It will take place a week after this, and feature Twilight/Dusk visiting Applejack in the barn. Seems Big Mac has had a Stallion to Stallion talk with him about his little sister's troubles.

I've decided that Rainbow, Gilda and Fluttershy's adventure in Caridoon is deserving of it's own story. But I'm also going to be nasty and have them return to Equestria in chapter 14 of this story, and all you'll know about what happened to them is what they let slip and what you can guess from their behavior. I may do that story if I'm inspired, but for now it's going to be one of the stories that is available if someone else wants to tackle it.

Of course all of this might change depending on feedback.

Brings up a point. While there are a couple of people who give me feedback and comments on the story, mostly I'm posting into a vacuum. I know people are reading it, but I really need feedback to motivate me. Dreaming up this story was easy, continuing it is hard. If you are a fan, speak up, debate, comment motivate me.

For instance I'm trying to create interesting scenarios, like the cocooning in the present chapter. If you have some sort of situation you'd like to see the gang role-play, stick it in a comment and lets hear opinions.

In the meantime I have other projects. Including a Young Adult, not clop, story I have on hiatus under my other Fimfiction identity, that I really should get back to.

If you want to check out my stories that are aimed at a general audience, they can be found here.

http://www.fimfiction.net/user/peter