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How Twilight Sparkle Learned to Stop Worrying and Love the Baddies

by Penalt

Chapter 10: Interlewd Three

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Interlewd Three

“Hello Spike,” Alyss said, as she looked up from the table where she was kneading some bread dough. She took in the dragon’s stance, the locked door behind him and sighed. She’d been expecting this confrontation for awhile and had tried to avoid Spike, but it seemed he had cornered her at last.

“Do you know why I’m here?” he asked her, stepping down the few steps into the kitchen proper. Alyss put the dough into a large bowl, set it on the neighboring counter and laid herself over table.

“How do you want me?” she asked, looking over at Spike.

“How do I...what?” Spike asked, eyes widening in surprise at the supine changeling on the table.

“How did you want me for my beating?” Alyss asked, matter of factly. “The kitchen wouldn’t have been my first choice, but I do see the advantages of doing it here.”

“What are you talking about, Alyss?” Spike asked again, not sure if he had heard the suited changeling correctly.

“My beating,” Alyss repeated. “Now the packaging twine should hold me if you wrap it enough times around my legs, and the dish towels will probably make for a good gag to muffle my screams. Plus, cleaning up after should be—”

“Alyss!” Spike shouted. “What in Celestia’s name are you talking about?” At the mention of the solar Diarch’s name, Alyss cringed fully into the table.

“Please Spike,” she said, “I know you’re here to take revenge for your Twilight. I’m not going to try to run away, so please don’t bring the Breaker into this.”

“Take reve...” Spike’s voice trailed off as he put the clues together. “You think I’m here to hurt you.” It was a statement, not a question.

“Well, yes,” Alyss said, lifting her head up, flour on her muzzle. “I mean, I hurt Twilight and I tried to break her to my will and that of others. I hurt her because it was my job, and because doing so helped my mother break the back of a financial empire that brought untold misery to thousands of ponies. I hurt her and now you are here to balance the scales. I can accept that.”

“Alyss, I won’t pretend that I’m not very, very tempted to take you up on your offer,” Spike said. “Twilight hatched me, and she’s been my friend for as long I can remember.”

“Then go ahead,” Alyss said, laying her head back down. “If our positions were reversed, I’d beat me to within an inch of my life.”

“Alyss,” Spike said, trying not to flex his claws. “Do you feel guilty about what you did to Twilight and the other ponies you had in your hooves?”

“No,” Alyss said. “Why would I? I was following the commands of my queen and my mother, plus few things give a changeling more pleasure than being intimately connected with the mind and body of a pony. I got to do both, over and over again. Besides, it isn’t my job to decide what was right and what was wrong.”

“If you don’t feel any guilt, then why are you expecting me to hurt you?” Spike asked, now genuinely puzzled by Alyss.

“Because Twilight is your friend,” Alyss said, voice a little muffled, “because I hurt her, because I broke changeling law and my mother gave me to Twilight, and by extension you, for my punishment. Plus, after having been exposed to ponies for so long, I can understand the idea of friendship. So, go ahead, get on with it.”

“Let me see if I’ve got this straight,” Spike said, holding up a couple of claws. “I came in here to talk to you about the jobs you’ll be doing around the castle, but you're telling me that you’ve been expecting me to punish you for what you did to Twilight, as her proxy, and that you’re fine with it.”

“Yes, exactly,” Alyss said, lifting her head and looking a little annoyed. “I’ve been trying to avoid it for days now, but you’ve cornered me, so get on with it.

“I’ve been trying for three days to get your help with chores, not to pound the stuffing out of you. Besides, if you really think I’m out to get you, why aren’t you trying to get away through a window or something?” Spike asked, beginning to form a plan in his head.

“Twilight told me I have to obey you and Starlight,” Alyss said, narrowing her eyes. “As long as I am here I have to obey Twilight. Which means obeying you, like I’d obey her, and you told me we need to ‘talk.’ I thought I’d just get it over with. Would you prefer to 'talk' with a rolling pin or some of the spatulas?” Spike pinched the bridge of his nose.

“Alyss, get off the table,” Spike said, sighing as he watched the changeling get down. “Tomorrow morning, meet me around the backside of the castle and we’ll starting working on some of the things I think your mother really wanted you to learn while you are here.”

“Yes Spike,” Alyss said, looking a little confused as she obeyed. “You know, if you have some sort of pit waiting—”

“Just meet me outside tomorrow,” Spike said, interrupting her. “We have carpets to get the dust out of.”


The next morning, about an hour after dawn, two mares sat in a richly appointed drawing room on the outskirts of Canterlot. The host, a tall champagne coloured unicorn mare served her guest, then took a sip of the rich, fragrant tea she had poured for herself, before leaning back with a sigh.

“Well, Princess,” the unicorn said, setting down the cup, “she’s on her way home and I think you, Velvet and I have done all we can for her.”

“In all honesty, Shaushka, “ Princess Celestia said to her host, “do you think she’s going to be alright?”

“She endured something that would have broken a weaker pony,” Shaushka said, putting a hoof to her chin. “But she made it through, and I'm fairly sure we’ve managed to break her conditioning before it became too set to budge. She's asserting herself again...and I still can’t get over what you let her do to you.”

“Do you think it helped?” Celestia asked, nibbling a tea cake.

“I think it gave her balance,” Shaushka said, smiling. “She had already broken free of “conditioned slave Twilight” when you made that offer, but she hadn’t yet dealt with her justifiable anger at what was done to her. If you hadn’t offered her a safe way to vent that fury...” The disguised changeling shuddered at the thought of the power of an enraged alicorn. Particularly one with the magical power of Twilight Sparkle.

“I know, and I’m likely going to be sore for a few more days, but it was worth it,” Celestia said, with a smile. “If we hadn’t been able to curb that fury I could have had another Nightmare Moon on my hooves. A...a Midnight Sparkle, if you will. One with the full power of the Element of Magic behind her and all the knowledge and training she’s received over the past decade.”

“You could have stopped her, if you had to?” Shaushka asked. “I mean yes, you did have to banish Luna, but you stopped Nightmare Moon.”

“I had the Elements with me and I used her arrogance against her,” Celestia said, her face troubled. “If a Midnight Sparkle came into existence I wouldn’t have those luxuries. It would likely be a fight to the death.”

“Oh...oh my,” Shaushka said, shrinking back in her chair a bit. “That bad?”

“Probably worse,” Celestia said, leaning forward. “So, I need you to be completely honest with me. What’s her prognosis?”

“Good, very good,” Shaushka said in answer. “She came close to breaking, but she didn’t quite snap and with her recovery now, her mental defences and strength of will are becoming far stronger than they were before, and that’s not all of it.”

“No? What else?” Celestia said, a bit testily. “Out with it. As her monarch and her friend, I need to know.”

“Twilight Sparkle has always been very goal oriented and now she has a new goal,” Shaushka said. “Her new goal is to save every Equestria she can find, starting with the ones she encountered in her fight against Starlight Glimmer.”

“Are you sure?” Celestia asked, frowning.

“I’m absolutely sure. Princess, think about it. She went through Tartarus and in doing so she gave an entire world a fighting chance to get back on course,” Shaushka said, setting down her teacup. “That’s a price almost anypony would pay to save this Equestria if it was threatened. I give it a few days, a week at most, before she goes back out across the timelines to save another version of Equestria that’s in some form of peril.”

“I should stop her,” Celestia said, standing up. “I can beat her train back to Ponyville and make sure she can never cast the spell again.”

“No!” Shaushka exclaimed, getting up as well. “You can’t do that!”

“Why not? If I do that Twilight will be safe. Our Equestria will be safe,” Celestia said, and she began to leave.

“If you do that Twilight Sparkle will hate you forever!” Shaushka called at the Diarch’s back. Celestia stopped, one hoof raised and looked back.

“What do you mean by that?” Celestia asked, waiting for Shaushka to explain her reasoning.

“Twilight will always resent you for taking away her choice, if you do this,” Shaushka said. “You will be taking away her choices just like they did in that other world. In her mind you will be just as bad as they were and she will obsess over it until you will either have to imprison her or let her go.” Celestia just looked for a minute, then nodded her head and went back to her seat.

“I don’t like it, but you’re probably right,” Celestia said, sighing. “Often the hardest thing for me to do is to let my ponies make their own choices, when all I want to do is just keep them all safe.”

“Speaking of safe, have you given any thought to my proposal?” Shaushka asked, dropping her disguise to reveal the orange-maned changeling beneath.

“Of you and your hive becoming royal servants?” Celestia asked. “I have, I’m just not sure if my ponies are ready yet.” Shaushka sighed, and sipped at her now cool tea.

“What if there was something you could point to that showed our submission to the Crowns?” Shaushka asked. “Something that proved we served you and your sister.” She pulled a wide flat box from under the table and put it in front of Celestia. The solar princess opened the box to reveal a segmented metal collar and she shot a look at Shaushka.

“You can’t surely mean you intend to...” Celestia trailed off, then recovered. “Shaushka, I don’t play those games, and I don’t take slaves.”

“No, Celestia, you don’t,” Shaushka said, in reply. “But you do take prisoners, and you do have ponies on probation, and you do...have servants.”

“So, you are willing to put yourself and your hive into chains so you can...what?” Celestia asked, cocking an eyebrow.

“So, that I and my hive can walk freely, without having to hide what we are,” Shaushka said, going to her knees in front of Celestia. “Twenty-six years ago you allowed a refugee from an unknown species to settle in your city, so long as she kept the peace. I owe you Celestia, let me repay you.”

“Shaushka, on the day Chrysalis invaded, you kept fifty-one ponies safe by pretending to be part of her forces,” Celestia said, running a hoof over the changeling queen’s head. “As far as Luna and I are concerned, you and your thirty paid any debt you might have owed us with that heroism.”

“Isn’t there anything else we can do?” Shaushka asked, lowering her head.

“Yes, there is,” Celestia said, lifting up Shaushka’s chin so she could look in her eyes. “Not today, but soon, I’ll have Luna contact you about something she calls ‘Project Bolthole.’”


Mid-morning found Spike and Alyss outside and around the back of the Castle of Friendship where Spike was beating out a series of rugs before Twilight got back in the next couple of hours.

"What I don't get," Alyss said, feeling daring in light of the previous night, "is why you don't just burn all the junk. The ponies in town are always trying to give you stuff. Just burn this junk and get new ones." She gestured with a hoof to the rug Spike was dutifully beating the dust out of.

"Twilight trusts me to keep the castle clean." Spike thudded the bat against the rug, sending a puff-cloud of dust into the air.

"Yeah, but if you just got new stuff it wouldn't be dirty!" Alyss said, as she walked around the dragon, watching what he was doing. "And if you burned up all the old stuff with your fire, nopony would find it."

"I would know about it, though." Spike said, gritting his teeth; the urge to do what Alyss had offered the previous night came and went in a moment. "If you want to help, there is a spare bat there. Start on the next one," Spike paused and looked at Alyss, "if you want."

"You’re saying that just to tease me. You know I have to do what you tell me to," Alyss picked up the bat in her forehooves.

"Put the bat down." Spike made sure his words were a command this time, and he went back to work beating the dust from the rug. Beside him, the confused changeling just stared at him as she set the bat down.

"This will take forever if you do it alone." Alyss said, making an angry chirp with her wings, then she picked the bat back up and began to beat it against her own rug. The two continued to pound the dirt and dust from the rugs for the next half hour, when they were greeted by a familiar male voice.

“Hello Spike,” Shining Armor said, as he rounded the corner of the building, a contingent of guards in tow. “When’s Twilight due back from Canterlot?’

“Her train should be here in about an hour or so,” Spike said, noting the guards. “You don’t need to worry about Alyss here, she’s not going anywhere.” Alyss, however, looked like she’d seen a ghost.

“Alyss, you okay?” Spike asked the captive changeling. She looked as if she could barely stand, she was trembling so hard, and her eyes were locked on Shining Armor.

“Um, yes Spike, I’m fine,” Alyss said, shaking her head and seeming to recover herself. “Sorry, sometimes I forget that this isn’t my Equestria.”

“Twily told me all about you in her letter, Alyss. So I know where you’re from,” Shining Armor said. “You and I are going to have a long talk when I have the chance, but for now, my wife and I have a mare to help. Just so you know, if I even think you are going to be a problem I’m going to blast first and ask questions later. Are we clear?” To Shining’s surprise Alyss bowed to him.

“I would be a fool to cross the Kingslayer,” Alyss said seriously, as Shining Armor and Spike shared a questioning look.

“Ahem, alright then,” Shining Armor said. “Anyway Spike, I wanted to let you know that Cadie is getting set up with 143 and there’s a Solar Guard detachment set up in one of the side rooms. They’ve got somepony locked in there under heavy guard. Mind telling me who it is?”

“No can do, Shining,” Spike said. “Twilight will let you know after she gets in, but for now, me and Alyss have a job to finish.”


An hour later the Ponyville Express deposited Twilight Sparkle, Derpy Hooves and two members of the Royal Guard onto the platform. To Twilight’s great annoyance the guards weren’t in the standard garb of either the Night Guard or the Solar Guard but instead, their armor was coloured in the muted reds, oranges and purples of twilight.

“You two don’t have to keep following me everywhere, you know,” Twilight said to the duo, who were following her and Derpy a respectful distance back.

“We know, Ma’am,” one of the guards said. “We just happen to be going the same way you are.”

“And exactly how long do you expect to be going the same way I am?” Twilight asked, and she heard Derpy giggle beside her.

“Oh, we’re just headed over to the castle, Your Highness,” the other guard, a bat pony said. “The Princesses asked us to keep an eye on things there and to make sure you're safe.”

“I suppose I don’t have a say in this?” Twilight asked archly. Derpy was still giggling a bit, and Twilight smirked as she saw the humour in the situation as well.

“I’m afraid not, Ma’am,” the first guard said, “at least not until next week. The Princesses said that at that point, we answer to you.”

“Fine, in that case, you can help Derpy and me with our luggage,” Twilight pointed to the small stack of suitcases on the platform. The guards self-assured attitude dissolved as they realized they were actually being put to work.

“Yes, Ma’am,” they said in unison, grabbing up the trunks and following the pair as they began to walk towards Twilight’s castle.

“Derpy, are you okay with this?” Twilight asked, walking around the outskirts of town to avoid talk and questions she didn’t have time for. “You know, being my personal servant and all?”

“Are you kidding?” Derpy asked, a huge smile on her face. “I get to work directly for a princess, I have job security and I get to work in town near my daughter.” Her smile went away, “Um, I haven’t messed up or anything, have I? You aren’t firing me, are you?” Derpy’s face fell.

“Oh, no, no Derpy, not at all,” Twilight said, assuring the grey and yellow pegasus. “Tell you what, why don’t you go over to Rarity’s and tell her you need a complete set of new uniforms. Something good enough for the personal servant of a princess.”

“I can’t afford something like that,” Derpy said, scuffing a hoof. “Not even with the pay bump Celestia gave me.” The mention of Celestia’s name brought a smile to Twilight’s face as it provided a solution to the problem.

“Tell Rarity that I said to bill it to the Princesses,” Twilight told Derpy, whose face lit up like the sun.

“Oh thank you Twilight,” Derpy said, as she flung both hooves around Twilight’s suited body. “I don’t deserve it, but thank you.”

“Yes, you do deserve it,” Twilight said, holding Derpy close. “You’re just about the only pony that’s treated me normally since I got back, and it’s been a big help. Now...off you go, and don’t come back until Rarity has you looking fabulous.” Derpy nodded, sketched a crude salute, and hurried off.

“Well,” Twilight said to Derpy’s retreating back, “that should keep both her and Rarity busy for awhile.” She turned her attentions back to the pair of guards labouring under the weight of luggage, “Come along, stallions, let’s get going. Be glad Rarity wasn’t with us.” The two guards groaned and trailed in her wake as she headed for her castle. With the weight of the luggage, they quickly fell behind, but the thought of how things would have gone with Rarity made them shudder.

Skirting around the outskirts of Ponyville made for a longer trip, but Twilight was tired of all the concerned looks and glances that her and her outfit still gathered. At least she felt as if she wasn’t going to snap the head off the next pony who asked her if she was alright. Twilight sighed and smiled as she neared the Castle of Friendship. Once a place she didn’t like much at all, it now represented an island of safety, a place where she was in command and control. As she reached the front doors she waved to Spike and Alyss who were busy beating out some rugs and discussing something about choice. Twilight made a note to ask Spike about it at dinner later.

“Alright stallions, thank you for your service, you can just leave it all right here inside the door,” Twilight said, and the two guardponies set down their burdens with audible relief. “So, do you mind telling me why your armor looks like that?”

“Sorry, your Highness,” the Night Guard said, “but the Princesses ordered us not to tell you until tomorrow.” The two at least had the decency to look embarrassed at their refusal to tell Twilight what was going on with them, although she had a pretty good suspicion what was going on.

“Twilight!” Starlight Glimmer called out as she emerged from one of the side rooms. The mare’s mane had seen better days and she obviously could use a solid night’s sleep, but she seemed energetic as she came down the hallway to her teacher.

“Hey, Starlight,” Twilight said, smiling. “Spike’s letter said you did it? You can get this off of me?” Twilight plucked at the suit encasing her body.

“Yes,” Starlight said, with that slightly manic look Twilight had come to recognize in her student. “I just need an hour or two to get everything ready for you.”

“Sounds good,” Twilight said, rubbing Starlight’s head a bit. “That will give me time to talk to Trixie. You’ve really done a great job, come get me when you’re ready.” Starlight blushed and hugged Twilight in thanks. Twilight couldn’t help but notice that her pupil seemed to let her hooves linger on the biosuit and smiled a bit. “Go get ready,” Twilight gently nudged her student. Starlight seemed to shake herself, smiled and headed off.

Twilight watched the mare leave and then headed to where she knew the Royal Guard detachment was holding Trixie. Entering the room the guards had chosen for themselves she saw a hobbled Trixie sitting in a ring of guards.

“The Great and Powerful Trixie had thought we had parted on better terms than this, Twilight Sparkle,” Trixie said, holding up one pair of hooves to show the hobbles hanging off of them. “It was not the best of terms, true. But Trixie does not think she deserved to be brought back in chains.”

“I’m sorry, Trixie,” Twilight said, grimacing a bit. “Celestia’s instructions to the guards may have been...overly enthusiastic. Guards, please release Trixie.” The detachment said nothing but obeyed quickly, unlocking the shackles and Trixie rubbed her legs where they had chafed.

“Guards, thank you for your service, you are dismissed,” Twilight said to them, before turning to Trixie. “Trixie, please come with me, there is something I have to show you. Afterwards, if you want to leave, you may do so with a hot meal and a pouch of bits for your trouble.” Trixie said nothing, even though Twilight could see the showmare’s eyes burn with curiosity and she followed Twilight out the door and into the hall.

Trixie followed Twilight in silence, and soon came to a viewing area with a large wall-length one way mirror. Confused and curious, she looked through the one way glass into the room on the other side. Sitting in the room was Prince Shining Armor, as handsome a stallion as there ever was, and someone Trixie would dearly love to have as her patron. Across from Shining Armor was, to her absolute shock, herself! Trixie spun to face Twilight, "What...what is this? Who is that? Why have you dressed up some mare to look like Trixie, especially in an outfit like...that?"

"She's you Trixie," Twilight said and Trixie's eyebrows shot up in a way that demanded an answer. "Or, at least you from another timeline. She was terribly hurt, her spirit and mind broken. I couldn't leave her there. I just couldn't."

"What will you do for her?" Trixie asked, feeling a sudden burst of grief and empathy for her double build inside of her.

“Everything I can," Twilight said, trying to keep her composure. "Shining and Cadance are the best there is at bringing ponies back from this kind of trauma."

"And if they cannot?" Trixie asked. "What will you do for Trixie's...sister, then?"

"Then," Twilight sighed, "I will make sure that she is kept safe, and properly cared for. From this day, until my dying day."

Tears welled in Trixie's eyes. "My Princess," Trixie said, head bowed, tears dripping to the floor. "The House of Lulamoon is forever in your debt for this..."

"NO!" Twilight exclaimed, anger on her face and Trixie flinched from the sudden fury of the alicorn. "NO debts, no accounting, nothing owed, EVER! Friendship doesn't keep accounts, it doesn't mark ledgers or keep score." Twilight took a deep breath and visibly calmed herself, continuing in a softer tone. "In the world she came from, all she knew was debts and prices and costs. I can't let her come to that kind of harm again, and by Celestia's Sun and Luna's Moon, I will make sure Friendship never comes with a price."

Twilight’s words struck deep into Trixie’s mind, and her eyes went back to the form of her counterpart, watching her through the one way mirror and tears slowly fell from Trixie as she tried to imagine what horrors her counterpart had endured. Twilight felt uncomfortable watching Trixie cry, as if she was violating some private pain that the showmare had held tight for a very, very long time. Twilight turned to go.

“Wait, Princess,” came Trixie’s voice, and Twilight felt a flare of magic behind her. Turning, she saw that Trixie was facing her and had summoned an old sword from somewhere. The blade was old, ancient even, and formed in the pattern of a classic basket hilted broadsword. With a flourish, Trixie laid the sword on the floor at Twilight’s hooves, the blade forming a steel line between the two mares. Trixie then did something Twilight never thought she would see the bombastic mage ever do, she knelt.

“I, Trixie of the House Lulamoon,” Trixie intoned in a grave and serious voice, “being it’s head and of sound mind and body, do hereby offer the service of myself and my progeny to the House of Twilight and to its Princess, from now until the end of time. I shall be the sword at your side, the shield at your back, I shall help light your way in the dark places and offer my life as yours, to spend as you deem worthy.” Trixie finished by bowing her head over the sword.

Twilight recognized the words. They were the formal words spoken when a family pledged itself to the service of a noble House. She had run across the oath and its responses often in the histories, but it had been generations since the last time the words had been said with intent. Even with the passionate message she just delivered, Twilight felt she knew why Trixie was offering what she had, but she needed to be sure.

“Before I respond,” Twilight said, lifting Trixie’s head so she could look the mare in the eye, “answer this question for me: Are you doing this because you are grateful, because you think you should offer yourself as you have, or are you asking me this for another reason?”

“Just before Trixie’s mother journeyed to the Summerlands, she told Trixie to find a pony,” Trixie said, as she started smiling. “She told me to find a pony that could do something for our family that no other pony could do, not even Celestia. She told me that once I found that pony, I should do whatever it took to stay with them.”

Hearing that made Twilight realize why this unlikely, bombastic and overblown situation felt so right, as something in Twilight’s brain clicked, “A deathbed prophetic vision…”

Trixie nodded, her smile now radiated like the sun, “Ever since her mother passed when she was a small filly, Trixie has been alone in this world. Until today, when you did something nopony else could do, not even Celestia. You have brought me a sister, and now, Trixie is no longer alone. Because you have done that, Trixie will follow you whether you accept her service or not.” Trixie lowered her head again, her answer given and resolute.

Twilight, in that moment, made her decision. “Trixie, of the House Lulamoon, she said in her “Princess” voice. “I accept the service of you and yours. You will be the sword at my side, and the shield at my back. We shall walk together in the dark places by the light of your service, and I shall hold your life as dear as my own. Your fights shall be my fights, my triumphs shall be your triumphs and your House will always have a place at my table.”

Twilight grasped Trixie’s sword in her magic, tapping the showmare’s shoulders with it, and finishing the ritual said, “I dub thee once, twice, thrice. Rise, Dame Trixie, Knight of Twilight.”

“Thank you, my Princess,” Trixie said, rising . “Is there anything Trixie can help you with?”

Twilight felt like she was in magic kindergarten, if there was one thing she hated it was being put on the spot and she took a moment to try and think of something she could have Trixie do. As her mind wandered she found herself idly tracing the lines of Trixie’s body. The suit, recognizing the change in hormone levels, started to trigger an automatic reward cycle. It took every bit of willpower not to moan, especially as an unbidden fantasy of both Trixie and Starlight pleasuring her came to mind.

“614 suit, discontinue reward,” Twilight gasped out, as Trixie raised an eyebrow at the antics of her new liege mare. “I’ll explain later, but for now I want you to listen in and watch Shining and Cadance’s sessions with 143. Talk to them after they’re finished this session with her and see if you can be of any help to them.”

“As my Princess wishes,” Trixie said, bowing her head. “Do you have any other commands for your Great and Powerful Knight?”

“Just one,” Twilight said, with a smile at how she knew her friend was going to react. “Later today, go see Rarity about designing your regalia. You represent the Princess of Friendship now, so you should look the part.” Trixie smiled, she knew the importance of the right costume for the right performance.

Just then Starlight hurried by, “Be ready for you in twenty minutes, Twilight.” A cluster of potion bottles flowed in her wake.

“Okay,” Twilight called back, and headed for the kitchen. She had enough time to grab a a snack with Spike and Alyss in the kitchen.

“Okay, I kind of understand what you’re talking about Spike,” Alyss was saying as Twilight entered the kitchen. “But isn’t obeying those in charge just as important as...oh, hello Twilight.”

“Hello you two,” Twilight said, grabbing a muffin from a basket in her magic. “Glad to see you both are getting along.”

“She’s not too horrific,” Spike said, coming up and hugging his friend. “She just seems to have a really twisted idea of right and wrong. How are you doing?”

“Better,” Twilight said, hugging back. “Thanks for taking care of everything while I was kind of out of it.”

“Just glad to have you back, Twilight,” Spike said, and as Alyss looked on she could feel the love flowing between the two. It was strong and powerful, and it had been a long time since she had a good meal.

“Twilight, may I...feed?” she asked, hesitantly. Twilight looked at Alyss and she felt Spike nod.

“Go ahead, Alyss,” Twilight said, smiling. “We all may as well have some nourishment.” For a few minutes the three just stood there, Twilight and Spike hugging, Alyss feeding off the love for each other the two had. A knock broke the mood.

“Princess,” A guard said, poking her head in the door, “Starlight says she’s...oh.”

“No problem,” Twilight said, breaking the hug with a smile. “Tell Starlight Glimmer I’m on my way.” The guard saluted and left.

“Twilight,” Alyss said, hesitation on her face. “Good luck. Seriously, I hope whatever Starlight does works.”

“Me too,” Twilight said, rubbing Spike’s head one last time. “I’ll see both of you later.” Spike gave her one last hug and Twilight headed out the door to the room Starlight Glimmer had commandeered as her lab. Since Twilight’s return, the reformed mare had been working the problem of how to remove Twilight’s suit with manic intensity. The problem was that the suit’s inventors had never imagined the suit coming off and once the suit bonded with the wearer it was essentially a second, thicker, extremely smart layer of skin and a literal part of its captive.

“Wow, Starlight,” Twilight said, taking in the massive array of equipment and gear the room was crammed with, “you’ve been busy.”

“Heh,” Starlight laughed nervously. “I sure have, but I think I’ve got it licked. First, I need you to stand over that binding frame there.” Starlight gestured toward a sturdy ‘H’ of metal that was bolted to the floor. Twilight could see it was set up to securely and firmly bind a pony in place, while holding them comfortably in a standing position.

“Starlight,” Twilight said, raising an eyebrow, “Is there a particular reason why you need to put me in bondage?” Starlight blushed furiously but answered.

“I need to bit you as well,” Starlight said, and Twilight’s other eyebrow climbed to reach the first.

“You need, or the procedure needs?” Twilight said, giving her student the sexiest look she knew how. In truth, she was more than a little nervous about trusting a pony enough to put herself at their mercy again. So, it felt good to needle Starlight a bit, but if there was a good place to extend that level of trust again, it was here and now.

“I...I,” Starlight said, sputtering a bit, as her face went even redder. Then she steadied herself and took a deep breath. “I don’t know what will happen as the suit comes off of you. You could go into convulsions or spasms, and the bit is to secure your airway and keep it open, no matter what.”

“It’s okay, Starlight,” Twilight said, positioning herself over the frame. “I was just teasing a bit, do what you have to do. You’ve earned my trust and that of everypony here.” Starlight nodded, and using her magic, swiftly cuffed Twilight’s legs to the frame and raised a pad up under her belly for her to rest on. With Twilight secured in place, Starlight then plucked some hairs from Twilight’s mane and dropped them into a beaker of white liquid, which fizzled as it turned purple.

“What was that for?” Twilight asked, as Starlight dropped a blocker ring onto her horn.

“Part of the process involves duplicating your thaumic signature,” Starlight said. “I’m combining magic and potions to make this work. Here, drink this.” Starlight held another potion bottle to Twilight’s lips, this time the bottle held a blue liquid.

“Gah, that tastes terrible,” Twilight said, turning her head away after a couple of swallows.

“I know,” Starlight said, tilting the bottle so it wouldn’t spill, just in time. “But I need you to drink the whole thing. Unless you'd rather stay in that suit?” Twilight sighed and nodded.

“Go ahead, get it over with and shove it down my throat,” Twilight said, in offer. Starlight proceeded to do just that. She jammed the bottle into Twilight’s mouth and tilted her head back, forcing the bound alicorn to quickly swallow the vile potion while tasting as little of it as possible.

“Guh,” Twilight said, shuddering as the last of the brew passed her lips and the bottle was withdrawn. “What was that stuff?”

“Poison,” Starlight said calmly as she thrust the bit into Twilight’s mouth and buckled it securely.

“Pythin!” Twilight exclaimed, as she tried to break her bonds. The steel cuffs holding her in place held firm though, and then became redundant as Starlight took the suit’s control collar off of Twilight, throwing the suit into “lockdown” and rendering Twilight completely immobile as the suit around her locked into place. Twilight tried to scream for help, but the bit muffled her.

“Stop panicking, Twilight,” Starlight said, bopping Twilight on the nose. “It won’t kill you, but it will change your thaumic signature. I’m also activating the timer on your cuffs and horn ring, they’ll come off on their own in five minutes, no matter what.”

“M’kay,” Twilight managed to mumble, and Starlight could see her mentor stop flexing her muscles in vain escape attempts.

“Alright, my turn,” Starlight said, setting the control collar on a small table near Twilight and lifting up the purple bottle. Cringing slightly at the smell, she opened her mouth, upended the bottle and guzzled down the contents as fast as she could. “Gah, that was horrible.” From her immobile prison Twilight laughed a bit and grunted an incomprehensible question.

“Okay, brace yourself, because here we go,” Starlight said, as she charged her horn and lowered it to just touch Twilight’s plot. Power flowed from Starlight Glimmer and into the material of the suit over Twilight’s nethers. Slowly, almost incrementally, the material of the suit began to quiver and shift. Dragging itself over Twilight’s sensitive nub and opening, as it began to flow onto Starlight’s horn.

“Ig ‘orking,” Twilight garbled out through her bit as she felt the suit slide from her head. Starlight said nothing, she couldn’t now as the suit flowed over her head and spread across her body. All of Starlight’s concentration was on maintaining the flow of power, and providing a pathway for the suit to follow. As long as she kept the power flowing, the suit would think she was Twilight Sparkle, thanks to the potions they both had drank. As the suit began to cover more and more of her body she could feel it taking tiny “tastes” of her, and it was all she could do to concentrate as the suit began to flow even faster off of Twilight and onto her.

After what seemed an eternity the last of the suit left Twilight and moved onto Starlight. She could barely even think straight as tingling pleasure and direct nerve stimulation rushed over her like the most intense pins and needles she had ever felt. The suit hadn't finished binding Starlight yet, ebbing and flowing over her body, but it was already beginning to lock her down by becoming rigid, and freezing her into immobility as it drained away her magic. With the last dregs of her power Starlight lifted the control collar up from its resting place.

"I hope you find a better method, Twilight. You’re way better at research than I am," She floated the collar up to her immobile neck, and closed it, where it locked with an authoritative “click.”

A minute later the timer clicked to zero, and the cuffs and inhibitor ring sprang open, releasing Twilight. Turning, she saw Starlight, lying on the floor and completely sealed up in the suit with her mouth and nose both completely covered. Starlight was slowly suffocating, unable to move or breathe as the suit struggled to find places to sit on her smaller, wingless body..

"No! NO! Starlight..." She rushed to her friend, inspecting her. "614 Suit, deactivate all restrictions and controls." The suit shrank back to the line of the collar around her neck in response and Starlight panted a few times as she gratefully sucked in fresh air.

"Thank you, Twilight. Don’t worry about me, you’re the more important of the two of us. Ever since that time-travel thing—the first time—I wanted to do something special for you, to show you how much you freed me from my past by freeing you from that suit." Starlight moaned as she felt a probing sensation in her body as the suit began to use its extra material to enter and fill up her marehood. "Please...be gentle with me."

“Always, my faithful student,” Twilight said, kissing Starlight on the forehead and smiling as she channeled her inner Celestia. “But up you get, we have work to do.”

“Yes Mistress,” Starlight said, obeying the command and getting to her hooves.


"Sweetie, darling, you don't understand what this means." Rarity pondered fainting again, but she had left a slight drool patch on her couch and would need a new one. "Most dresses will see a few years of life," she lowered her tone and rolled her eyes, "more if the owner doesn't care about trends, but Royal Armor and livery lasts for centuries!"

"Uh...?" Sweetie looked to Derpy, who shrugged.

"You don’t understand the incredible gift Twilight is offering me. She could very well be immortal, darlings. Her ponies will be wearing my designs for... for..." The moment was perfect, and aiming herself to miss the drool-stain, Rarity flopped back on her fainting couch. "Forever..."

Sweetie Belle just grinned at her sister and smiled. Right up until the point when the door burst open to reveal the cornflower blue form of Trixie Lulamoon.

“What are you doing here?” Rarity demanded, rising from the couch.

“The Great and Powerful Trixie has offered her service to Princess Twilight,” Trixie said, standing tall in the doorway. “Trixie is proud to tell you that her service has been accepted as Twilight’s Knight. She has sent Trixie to you, that you might design and create fitting regalia.”

Rarity said nothing. She was frozen in place, unmoving. Seeming to not even breathe as the silence stretched out to the point where Sweetie Belle started to get worried. Derpy walked up to Rarity and waved a hoof in her face, trying to get a response. Trixie raised an eyebrow at the odd scene in front of her.

“Perhaps Trixie has come at the wrong time and should leave,” she said, turning to go.

NO,” Rarity shouted suddenly, pouncing on Trixie from behind. Before Trixie could react, she was wrapped up in two measuring tapes, a spool of lavender ribbon and was being dragged off by the fashionista towards her inspiration room.

“Help,” Trixie said, barely, as she was dragged past Sweetie Belle and Derpy. Both of whom just smiled and shook their heads, having been on the receiving end of what Trixie was about to experience.


Author's Note

Okay, Interlewd is done. Next chapter, Twilight head back out to into the multiverse. My thanks to Sandstorm for some editing help and Damaged for a couple of wonderful little blurbs I added to the story.

Next Chapter: Dark Crown, Part I Estimated time remaining: 11 Hours
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How Twilight Sparkle Learned to Stop Worrying and Love the Baddies

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