Author's Notes:

WARNING!!
This chapter contains some material that might not appeal to some people. If these fetishes don't do it for you, feel free to skip the chapter, it's pure clop with very little story.
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Chapter contains: harsh BDSM, emphasis on the masochism, though without any real injuries. There's some kinky role-playing, silly dialogue that's almost hentai quotes levels of wut, and a ludicrous amount of bodily fluids. Be warned, even I thought I went over the top. Abandon all hope, ye who enter here.

“Aaaw, come on, let me stay!”

“Trust me, little one. In this matter, you won’t be able to help. Not before several years at least.”

“But I assist Rarity all the time! I’ve been down here all day organizing her gems! I’m totally helpful! *Burp*”

Chrysalis shot Spike a deadpan look, the little dragon covering his mouth to stifle another burp. He gave her an innocent look, his awkward grin not convincing in the slightest; the gemstone shards peppering his snout didn’t help his case. Chrysalis rolled her eyes, and gently pushed the drake through Carousel Boutique’s front door, ignoring his halfhearted protests.

“Now, you go back home,” Chrysalis leaned down to look him in the eyes, “and don’t you dare eat more pastries. Those are for Twilight, you don’t need to get any fatter. I left something for you in the oven. It will look like a fruitcake.”

“Aww…” Spike scuffed his feet, pouting. “Not one cupcake?”

Chrysalis narrowed her eyes, then groaned. “Fine, one cupcake, but you eat the mea… I mean, you eat the secret-ingredient-loaf whole. Ah-ah, I don’t want to hear it! It will make you grow big and strong. Now scram!”

Spike grumbled and started to waddle away to the castle, kicking pebbles as he went. Before he could get out of earshot, Chrysalis called for him.

“And when Twilight gets home tell her I’m here!” She smirked evilly. “I don’t want her to worry!”

Spike waved back in acknowledgement, and he disappeared around a corner. Chrysalis cackled in mischief, then quickly got down to business. With a burst of green magic, she unraveled the curtains of the bottom floor, locking the front door with a satisfying click. Chrysalis shot a glance towards Canterlot Castle before the last blind fell down, obscuring the boutique. “I hope you are enjoying yourself over there Twilight… because I certainly will.” She cackled in the gloom, a wolfish grin stretching on her muzzle.

“What are you snickering about?”

With a burst of blue magic the chandelier flared to life, bathing the showroom in warm light. Chrysalis looked over her shoulder, and her grin widened as she took in Rarity’s assured expression. The unicorn had her muzzle set in a confident glare, a far cry from the nervous wreck Chrysalis had left upstairs. Rarity held her nose high, her eyes imperious and haughty. The picture of a disdainful lady. Now that was the mare Chrysalis wanted to rut into the ground.

“So,” Chrysalis purred, “have you made your choice?”

“Yes, I have.” Rarity gestured for Chrysalis to come closer, her expression neutral.

The changeling smirked victoriously. She sauntered over and leaned towards the unicorn’s throat, ready to bite down on her prey, ready to take what she wanted… she wasn’t ready for the vicious slap that hit her across the muzzle.

Chrysalis’ head whipped to the side from the impact, the sharp sound of hoof connecting with carapace making her ears ring. She stumbled to the ground, more from surprise than any real pain —it would take much more to hurt her through her carapace— and she leveled a shocked gaze to the fuming unicorn standing over her.

“If you think I’ll be manipulated so easily, you are more foolish than I thought.” Rarity said through gritted teeth. She didn’t try to hide how excited striking Chrysalis had made her, but she still remained in control. “You spoke of leashes before, well let me tell you something, darling.” Rarity sniffed. “I am the one who holds the lead in this household, I don’t submit to just anypony. Now, get out!”

Rarity twirled around, her tail slapping wetly against Chrysalis’ open muzzle, and she walked away in a huff. The changeling watched the unicorn with wide, hungry eyes, her desire to have this beautiful mare only increasing after this display of assertiveness.

By the swarm, she is so fierce… She will be a perfect breeding mare. I MUST have her! Chrysalis thought widely, her chops oozing with saliva and venom. She wanted nothing more than to leap on Rarity’s back. Bite down on her soft throat. Take the unicorn by force. Listen to her screams slowly turn into pleasured moans, the venom coursing through her veins taking away her free will…

But she couldn’t. It was too soon to revert back to her old habits: Twilight wouldn’t understand, the alicorn was still too innocent, she would not accept Chrysalis’ actions… not yet at least. Soon things would be different, very soon. For now, she couldn’t break Rarity by force, she had to find another way. Thankfully, Chrysalis had more than one trick up her sleeve.

Since her plan to appeal to Rarity’s submissive side had failed, she opted for something more subtle, and far more wicked. The unicorn wanted to be dominant? Well fine, Chrysalis would give her what she wanted. She would give Rarity exactly what she wished for; what she dreamed of, deep down inside. Chrysalis smirked, and her body was consumed by green fire.

Rarity gasped as green light flashed around her boutique, and she quickly turned to see what the changeling was up to… and she froze. Her eyes went wide, her tail flicked, and her lips moved to mouth a silent “Oh no…”

Fluttershy looked back at her with those big, innocent, watery eyes. The poor pegasus was curled up on the ground, tears flowing freely. She was holding her cheek with a stricken expression, an angry red hoofprint spreading on her coat: Rarity’s hoof print. The petite yellow mare whimpered pathetically, hiding behind her flowing pink mane, her body shaking with suppressed sobs. She flinched back when Rarity spoke, squeaking in fright.

“What are you doing…” Rarity breathed, taking an unconscious step forward. She knew this wasn’t Fluttershy, but she could not stop her heart from aching at the sight of her dear friend in such a poor state. “Stop it…”

“I’m sorry Rarity… please don’t hate me…” It was Fluttershy’s voice, it was Fluttershy’s heartbroken voice to a T. Even her little snotty sniffle was perfectly imitated. “Please… I don’t want to lose you…”

“No, Fluttershy I…” Rarity began to reach out, and stopped just before she could embrace her friend. No, not her friend. “Chrysalis, please stop… please don’t do this…”

“NO!” Fluttershy wailed, her sorrowful cry echoing around the boutique. The pegasus latched onto Rarity’s hooves, looking up at the unicorn with those big, imploring, tear-filled eyes. “Don’t throw me out! Please Rarity, I’ll do anything!”

Rarity stood still, her mind at war between her brain that knew this wasn’t real, and her aching heart that was screaming at her to console her crying friend. And Fluttershy’s words echoed around her mind. Anything.

Fluttershy crawled on the ground, prostrating herself before her friend, hugging Rarity’s hooves to her chest. “Please… I’ll… I’ll do anything you want…” She said submissively, her little voice quivering. “I’ll do anything you ask… anything…” Fluttershy kissed Rarity’s hooves, her imploring voice slicing through Rarity’s self-control.

“You can do whatever you want with me… without consequence…” Fluttershy’s eyes flashed green for less than a heartbeat, then they returned to their original azure hue. “You won’t have to hold back… I’ll take it without resisting…”

Rarity couldn’t look away. She couldn’t look away from these gorgeous blue eyes, the same eyes that had haunted her darkest fantasies for so many years. How many times had she dreamt of this, how many times had she moaned Fluttershy’s name in the middle of a climax, her mind picturing the pegasus looking up at her in total submission, under her total control. Just like the fake Fluttershy was looking at her now.

Chrysalis was giving her a chance to play out one of her most private, most secret, dirtiest fantasies. She was giving her an offer she could hardly refuse. Fluttershy then gave a meek little whimper, and something snapped in Rarity’s mind. The unicorn inhaled deeply, shuddering as she took her decision.

“Anything?” Rarity breathed, her tone calm and commanding.

Fluttershy nodded, her eyes brimming with desperate tears. “Anything…”

“Alright,” Rarity slowly cupped her hoof under Fluttershy’s cheek, marveling at how soft her yellow coat was, “do what I say, and I’ll forgive you.” Fluttershy leaned into her hoof, making soft happy noises. “But if you don’t obey me… I’ll have to punish you...”

Fluttershy winced back fearfully, as if cringing back from a blow. Rarity faltered, and she almost reached out to console her friend… but Fluttershy’s eyes flashed green, reminding her this was just a fantasy. A fantasy where she could do whatever she wanted, without consequence. Rarity took a deep steadying breath, and when she looked back at the tearful Fluttershy there was no pity left in her gaze.

“Do you understand?” Rarity took Fluttershy’s chin none too gently, making the crying pegasus look her in the eyes. “If you accept, you will be my little pet for tonight.”

Fluttershy hesitated, then finally nodded, tears falling onto Rarity’s hoof. “Yes Rarity…”

“Yes mistress.” Rarity corrected, savoring how the words rolled on her tongue.

“Yes mistress!” Fluttershy squeaked out with a shiver.

“Good girl.” Rarity gently patted Fluttershy over the head. “Now, don’t move.” Rarity’s horn flashed, and Fluttershy’s vision suddenly went dark, a strip of black cloth snaking its way over her teary eyes. The pegasus trembled as she was blindfolded, but didn’t resist. “Follow me.”

Fluttershy blindly stumbled on her hooves, and she whimpered as Rarity’s magic tugged at her mane, directing her forward. She obediently followed Rarity’s directions, squeaking out whenever the unicorn yanked on her mane. She heard a door open and close. They crossed a room, probably Rarity’s lounge, and then stopped. Fluttershy’s ears twitched as she heard something heavy being dragged on the floor, like a wardrobe or a dresser. She couldn’t be sure; she couldn’t see anything through the blindfold.

“Go forward,” Rarity commanded, “there are steps. Go down, and wait for me.”

Fluttershy gulped and she carefully groped her way to the first step, afraid to fall down the flight. As far as she knew, there was no underground to Carousel Boutique, where was Rarity taking her…

“Faster!” Rarity snapped.

Fluttershy squeaked as Rarity gave her rump a sharp spank, probably leaving another red hoofprint. She blindly staggered her way down the hidden stairway, bumping against the wall when the stairs turned in a half spiral. She soon found the landing, almost tripping on her clumsy hooves, and stood waiting for Rarity’s orders.

The air in the underground room smelled strange. It had scents Fluttershy didn’t recognize, and she whimpered in fear. Rarity’s boutique was welcoming and nice, but this room… there was something oppressive about it. Being blind only helped her become more and more frightened.

She had to wait for a few interminable moments, then Rarity spoke from behind her, startling the poor pegasus. “Not many ponies have been down here, my dear. You should feel honored.” Rarity walked past, her tail brushing against Fluttershy’s flanks. “So very few share my interests, particularly here in Ponyville. I usually have to go to Canterlot to find clubs that cater to my particular… tastes.”

“W-what t-t-t-tastes…” Fluttershy mewled timidly.

She cried out when the blindfold was ripped off, and she gasped in fear, looking around wildly. The room was illuminated by candles, the walls covered in red velvet, but it was the tools all around that made her shiver. The walls were lined with racks overflowing with scary objects, ranging from whips and crops, to ropes and hoof-cuffs, and a whole assortment of latex clothes that looked far from comfortable. There was also a display case in a corner filled with dildos, of different sizes, shapes and colors.

A raised pillory, a bed framed with chains, a suspended cage and other shackles of all kind completed what could only be described as a dungeon.

“Welcome,” Rarity purred, walking into Fluttershy’s field of view, “to Carousel Boutique’s backroom.” She smiled teasingly. “I hope you like my creations?”

Fluttershy’s eyes boggled, taking in Rarity’s clothes. The fashionista was decked in a dominatrix outfit, the black shiny latex in stark contrast to her white fur. Rarity wore a frilly mask that did very little to hide her identity, a tight corseted bodice that made her rear stand out even more than usual, and long laced boots all the way to her thighs. She was terribly attractive in this getup, and Fluttershy blushed fiercely when her gaze turned to her friend’s rear.

The only part of Rarity’s body that was completely uncovered was her backside, the latex suit letting her flanks in full view. Her buxom rear seemed even more enticing than normal, with the bodice bringing attention to her wide hips. Rarity’s mane and tail had been tied up with black nylon, giving her a severe look. Her lips were shockingly red, her lipstick glossy and thick. The unicorn had a red collar with a leash in her magical grasp, and she was watching Fluttershy with a haughty gaze.

“Last chance to back out, Fluttershy”. Rarity warned, waving the collar under the pegasus’ nose. “Once I put this around your neck, you’ll be mine until I release you. Understand?”

Fluttershy gulped, her body shivering, but in the end she nodded her consent. Rarity smirked, and she clasped the collar around Fluttershy’s neck, making it nice and tight. The unicorn then carelessly yanked on the leash, making Fluttershy stumble to the ground, at Rarity’s hooves. The fashionista smirked, caressing her pet’s cheeks, her eyes shining with hunger.

“Now, I must warn you: I enjoy more than just domination.” Rarity breathed hotly, almost getting off on the admission. “I enjoy pain. I enjoy receiving it, but I also enjoy giving it.” Rarity purred, her horn giving off little sparks. “I am going to hurt you, dearie. I am going to make you scream. Do you understand?” At Fluttershy’s terrified nod, Rarity’s smirk grew. “Good.” She then tugged on the leash, leading a trembling Fluttershy towards the racks full of whips.

Midway she hesitated, then leaned into Chrysalis’ ear to whisper, “The safeword is ‘cockroach’, like a certain bug I know. Don’t hesitate to use it.”

Fluttershy’s terrified expression froze, then an incongruous smirk stretched on her little muzzle, her eyes becoming slitted and green. She shot Rarity an arrogant snort. “If you think you can hurt me so easily, you have less brains than I gave you credit for.”

Rarity frowned. Watching Fluttershy sneering in this way was just unnatural; she would have to wipe that smirk off her pet’s face. “Don’t tempt me…” She discreetly levitated one of her best whips, coiling it in the air behind Fluttershy. “You’ll regret taunting me once I start.”

“Oh, you poor deluded mare.” Chrysalis purred, a fang glinting in Fluttershy’s muzzle. “Before the night is over, you’ll be mine, and you will the one screaming like a bitc-”

CRACK!

Fluttershy gave a loud pained cry, her blue eyes instantly filling with tears as she collapsed on the ground, a faint pink lash crossing her left cutie mark. Rarity inhaled sharply, half aroused and half horrified by what she had just done, her gaze riveted on Fluttershy’s distressed expression.

“G-get up.” Rarity stammered, tugging on the leash. Her excitement was slowly taking over, but she still felt bad for Fluttershy. The changeling was just too good of an actor. “Get up w-whore!”

Fluttershy whimpered pathetically, but she slowly got to her hooves, her stricken flank quivering. The pegasus looked back at Rarity with a submissive and fearful stare, and the unicorn raised her whip for a second strike… and she held her whip in the air, hesitating. For a few moments Rarity was overtaken with doubt, her sadistic side battling with her conscience… and Fluttershy’s eyes flashed green, her sobbing muzzle stretching into a cocky grin.

“I barely felt that.” Chrysalis taunted. “If you hesitate again, I’ll take that whip, and I’ll carve my name on your pretty white coa-”

CRACK!

Fluttershy screamed once more, her legs buckling, but she didn’t collapse this time. The sobbing pegasus shivered on her hooves, tears dripping from her wincing muzzle. The second lash had marked a pink trail over her back, crossing over one of her wings, a few feathers broken and twisted. And this time Rarity didn’t hesitate. She raised her whip for a third lash, and the braided leather struck over Fluttershy’s side.

CRACK!

The pegasus stumbled, her hooves giving out from under her, and she sobbed on the ground. She cried out in pain and surprise when another lash bit into her neck, the leather whip coiling around her throat.

“Get up!” Rarity snapped, all reserve now gone from her tone. She was in control, and she would teach this little pegasus to obey. “Get up you whore!”

She uncoiled the whip from Fluttershy’s throat, and raised it above her head, ready to strike. Fluttershy scrambled to get to her hooves, but she was only halfway standing when the next lash teared into her remaining cutie mark. She barely kept herself from collapsing again, her cry echoing around the dungeon. She grit her teeth as the whip cracked again, and again, and again, her whimpers barely heard over the flurry of lashing blows.

Her intimacy overflowing with arousal, Rarity paused to admire her handy work, her breath coming in excited pants as she watched the pink marks crisscrossing over her friend’s coat. She was careful not to use the full power of her whip —she wanted to hurt, not injure— but her enthusiasm was getting the best of her. With an eager breath, she raised her whip high, and with a sharp motion she sent the braided leather flying with more force than she intended. The harsh lashing tore into Fluttershy’s coat, leaving an angry red scar on her back, almost splitting the skin.

Rarity inhaled sharply, afraid to have gone too far… and the dungeon echoed with a high-pitched moan of pleasure. Rarity watched with wide eyes as Fluttershy threw her head back, her eyes rolling back as she squealed in bliss. The slender pegasus shivered in delight, her frayed wings splaying out, tail flagging high. Rarity could see Fluttershy’s tight little slit shining with excitement, her slender folds quivering, the first few drips leaking down to her little perky teats. Fluttershy then turned to her, teary blue eyes begging and submissive.

“M-more… please mistress…”

Without a moment’s hesitation, Rarity whipped her naughty pet with another violent lash, another deep red mark appearing on Fluttershy’s neck, her squeak just as blissful. “Did I say you could talk?” Rarity hissed. She folded her whip, and pushed it under Fluttershy’s chin, closing her panting mouth. “Bad girls get punished.”

The whip uncoiled, and struck with brutal intensity over Fluttershy’s back, her pleasured moan making Rarity’s folds gush with arousal. This was what Rarity had always wanted: to have a pet that enjoyed pain as much as she did. To have a willing toy she could satisfy her darkest urges with. With a manic grin, Rarity struck again and again, each cracking lash making her squirt like a fountain. Each new red scar added to her intense satisfaction. Fluttershy’s little squeals were like music to her ears, and she added the cracks of her whip to the sadistic concerto.

Before long Fluttershy was covered in long red lashes, her blue eyes unfocused from pleasure and pain. It was strange, but no matter how hard Rarity struck, the whip never seemed to draw blood, it never seemed to actually injure her friend; not that she would ever want to. Narrowing her eyes, Rarity looked at her whip, noting the lack of any red on the threshed black leather. A nasty smirk blossomed on her red lips, and her horn fizzled with magic.

With all her considerable power, she drew her whip back as hard as she could, the deafening crack seeming to split the very air, and she sent the most vicious lash she could muster against Fluttershy’s cute little rear.

“RAAAH!”

Rarity flinched back from the guttural snarl, Fluttershy’s eyes shining bright green as she howled in pleasure, the bestial scream of bliss definitely not suited for the little pegasus. A long green tongue flopped out of Fluttershy’s open mouth, Chrysalis’ disguise rippling as she shivered in pleasure, almost fading away. Rarity eyed her pet’s rump, and was satisfied to see a hint of green in the red scar, but still no actual blood.

“Hmm, you are a durable one, aren’t you pet?” Rarity purred, caressing the long red mark with her whip. “You seem to be enjoying yourself?”

“Y-yes mistress…” Fluttershy squealed, her blue eyes streaming with tears of pain and pleasure. Her submissive expression then shifted to a hungry smirk, her pupils flashing green. “Harder.”

CRACK!

Chrysalis snarled again, and Rarity paused to let the changeling writhe, her dainty pussy gushing all over the floor. Rarity waited for a few heartbeats, then she lashed her pet with more restraint, and it was Fluttershy’s gasping moan that accompanied the crack of her whip. A new brutal lash, and Chrysalis roared in blissful agony. Rarity grinned wide, her eyes crazed with lust, and she went into a frenzy of unrelenting lashes.

Rarity alternated between strong, vicious lashes, and slower, stinging whips. Explosive snarls and subdued squeals followed, Chrysalis and Fluttershy’s voices mixed into a symphony of pained screams, it was like whipping two ponies in one, and Rarity made full use of the changeling’s sturdy carapace. She lashed out again and again, until her whip started to become frayed.

She had just made Chrysalis scream when the leather strips suddenly snapped, the braids coming undone, the noise of tearing leather sending a jolt down her spine. She could feel her lower belly tensing, just a little push away from a mind-blowing climax. Rarity threw away her broken toy and stomped over to her pet’s quivering body. She shoved her soaked rear unto Fluttershy cute little muzzle, the only part of the pegasus’ anatomy she had spared.

“Well, what are you waiting for?” Rarity snapped, her juices dripping all over Fluttershy’s flushed features. “Look at what you’ve done. Clean me!”

Fluttershy squeaked and rushed to press her dainty muzzle between Rarity’s soaked thighs, her tongue hesitantly sticking out to sample her mistress’ juices. Rarity’s whole body shook as her pet’s little tongue brushed against her engorged folds, a burst of raw pleasure swelling in her lower belly. Fluttershy lapped at her plump pussy lips, her shy tongue exploring with gentle enthusiasm. Every lick was like a bolt of lightning in Rarity’s spine, but it wasn’t enough. She was almost there, if only Fluttershy could just…

The pegasus’ shy little tongue found Rarity’s clit, giving it an innocent lick. Rarity’s eyes widened, her breath catching in her throat. The tension in her stomach seemed to snap free, a wave of intense pleasure rushing through her body.

“Oh… dear…” She gasped, her flanks quivering. Then her muzzle stretched into an indecent expression of pure ecstasy, and a shrill orgasmic scream exploded from her throat.

Fluttershy lapped clumsily at Rarity’s squirting cunt, like a little filly with a melting ice-cream, the pegasus making little mouse-like squeaks whenever a gush of mare-cum spurted into her mouth. Rarity’s loud orgasm only intensified, and soon Fluttershy’s muzzle was left completely drenched. The streaming fragrant nectar of a mare in heat dripped all over Fluttershy’s front, joining the puddle forming between her front hooves. The poor pegasus was showered in her friend’s orgasmic squirts for several long minutes, and still she licked her mistress diligently.

Rarity slowly came down from her high, her panting breath catching in her throat, her legs quivering in pleasure. She was just about to praise her pet when something shifted behind her, and a green flash made her eyes go wide. She opened her mouth, but her warning died in her lips, a surprised shriek escaping her throat as her pussy was suddenly invaded by an enormous slimy tentacle. She was completely filled with a single brutal thrust, her tight cunt instantly overstuffed with changeling tongue. Rarity’s eyes rolled back completely, and her scream of bliss shook the walls of her dungeon.

Chrysalis, in all her terrible undisguised glory, hunched down to devour her prey, her fangs threatening to sink into Rarity’s plush rear. Her fat tentacle tongue made a mess of Rarity’s dainty tunnel, the muscular mass pushing against the soft velvety walls, stretching the unicorn’s tight cunt. Rarity could only scream hoarsely as she came again and again, her pussy gushing with her juices and Chrysalis’ abundant saliva. Once Rarity’s tight slit was stretched and ready for plunder, Chrysalis quickly slurped back her tongue, her cock dropping free in the same motion.

Eyes fluttering with lingering pleasure, Rarity stumbled on her hooves, trying to take back control of the situation. She panted, making a valiant effort to look stern, and she turned just in time to see Chrysalis’ stallionhood flop out from its hidden sheath. She watched with wide eyes as the length swung limply between Chrysalis’ legs, a strand of drool escaping from the corner of her mouth as it began to grow in pulses, the throbs synchronized with Chrysalis’ heartbeat.

“N-now, wait just a seco- EEEEE!“

Rarity shrieked in surprise as Chrysalis suddenly rushed her, the changeling’s eyes shining with feral intensity. Rarity was mounted in a smooth practiced motion, dark hooves hooking around her hips, and she could do nothing but moan out loud as she was speared by Chrysalis’ semi-flaccid cock, the soft shaft plunging into her gushing core in a single smooth thrust.

She grunted as Chrysalis bottomed out, the squishy changeling flare mashing against her cervix, before it retreated in a jerking motion. Chrysalis gave a second thrust, and this time her cock was noticeably larger, her flare already hardening. By the third thrust the changeling was almost at full mast, Rarity’s dainty little pussy already stretched to her limits by the growing girth.

“Bad girl!” Rarity screeched, holding on to her role as the dominant partner as best she could. “Get off me this instant!” It was a hard order to give, being stuffed so completely was making her weak in the knees. “Don’t make me hurt you again!”

She managed to dislodge Chrysalis with a vigorous buck, the enormous stallionhood popping out of her overtight cunt with the sound of a plunger. She tried to turn, but as soon as she was free of the changeling’s weight, Chrysalis had reared up to grab her hips again, and that huge cock pressed against her folds once more.

The now hardened flare squeezed against her tight slit, her plump grey pussy lips slowly giving way to the changeling’s urgent desire, and with a sudden lurch Chrysalis slipped into her warmth. The changeling snorted dominantly and rammed her hips into Rarity’s cushy rump, bottoming out without any restraint. She began to thrust like a wild stallion, Rarity’s breathless shrieks mixing with the sounds of hard black carapace meeting soft white coat.

Rarity saw stars, her eyelids fluttering, but she managed to stay lucid. “I said…” Her horn shone, and she grasped blindly at the nearest display rack. “Get off me!”

She struck out with the first object she found, a riding crop, the harsh leather catching Chrysalis just over the eye. The changeling snarled in pain, her cock giving a powerful jerk as it fired a huge gooey spurt into Rarity’s depths. A second stinging slap made Chrysalis dismount clumsily, her stallionhood gushing thick strands of slime, making a mess of Rarity’s pussy.

Chrysalis’ cock popped out with a burst of milky splooge, a spurt landing messily on Rarity’s generous rear. Rarity gave a third lash with her crop, making sure her pet was going to behave, and she looked at her rear with wide unbelieving eyes.

“Did you just… inside me?” She asked shrilly, her eyes following the viscous strands oozing from her cunt.

“Oh, no,” Chrysalis panted, smirking arrogantly, “that’s only precum.”

“You disgusting, vile creature.” Rarity tsked, using her magic to spread her folds open, letting a big lump droop to the floor. “You’ve sullied me.” She turned to her misbehaving pet, her cheeks flushed with anger and desire. “You deserve punishment.”

With a flash of azure magic, Rarity yanked on Chrysalis’ leash, her riding crop lashing out to strike at the changeling’s flank. Chrysalis resisted for a few seconds, but a new, stronger strike made her follow Rarity’s lead. She growled, but let herself be taken towards the bed, her cock bobbing under her.

Rarity eyed the length with a hungry gaze, but she kept control over her base desires, and managed to direct her pet to lay on the bed without drooling too much. Chrysalis snarled in protest as her mistress locked her front hooves in cuffs, and she was soon chained to the bed post, laying on her back, unable to move.

“My goodness…” Rarity breathed, watching the green length slap against Chrysalis’ belly. “Rainbow Dash wasn’t lying for once…”

“Why don’t you have a taste.” Chrysalis snarked, shaking her hips to make her cock bob from side to side. “You might enjoy your own flavor at least.”

“I think not.” Rarity sniffed, taking a step back. She marched away, leaving the changeling chained to the bedpost, her cunt still leaving a trail of precum as she went to one of her many display cases. When she came back she was levitating two big red candles, and she was wearing a sadistic smirk. “You need to be disciplined.”

Chrysalis’ grin widened, her excitement oozing from her flared tip. Rarity only snickered, eager to make the changeling squirm once more. She took her time lighting up the candles, letting the wax become nice and hot, and her eyes roamed over the changeling’s body, admiring the damage she had done.

The changeling was covered in deep gashes, her carapace crisscrossed with the marks of Rarity’s lashing. None of them seemed to have actually pierced through to Chrysalis’ flesh, but there was no doubt the changeling would carry lasting reminders of her submission for some time. It made Rarity’s cunt drip with renewed excitement, her juices mixing with Chrysalis’ gooey precum. She ran her gloved hoof over a long scar that ran the length of Chrysalis’ belly, her breath catching in her throat.

If she had been this harsh with a pony, the result would have been… disastrous. Chrysalis on the other hand could take a lot of punishment, and Rarity found herself thinking about all the things she would do to her new pet… It was obvious they would be doing this again soon. Perhaps Twilight would enjoy wielding the whip; using it on her, making her scream alongside Chrysalis… It was an exciting thought, and Rarity shivered in anticipation. For now, the candles were hot, the wax was bubbling merrily, and she had a changeling to punish.

Or did she? Rarity titled her head, tapping the tip of her hoof to her chin. She eyed Chrysalis’ throbbing length, and a shameful thought appeared in her mind. Chrysalis was a shapeshifter, so why not take advantage of that ability? Rarity had already used the changeling to fulfill one of her darkest fantasies about one of her closest friends, so why not take care of another. One she had never admitted to anyone, so ashamed she was of her desires.

“Pet, you can become anypony, correct?” She said carefully, tilting her candle, a drop of liquid wax threatening to spill on the changeling’s belly.

“Yes.” Chrysalis smirked. She then threw her head back with a hiss, her cock pulsing with a burst of precum as Rarity spilled a cruel amount of burning wax right into one of her lashing scars. Rarity gave the panting changeling a scolding glare, the unicorn raising the second candle, ready to spill more. “Yes, mistress.” Chrysalis growled. She groaned in pleasure and pain as Rarity spilled a single drop on her chest.

“Good girl.” Rarity praised. She laid on the bed next to her pet, and put her head on her hooves, watching Chrysalis squirm as a second drop sizzled on the green part of her belly, where her carapace was thinnest. “Could you become a stallion?”

Chrysalis eyed her with a calculating look, then nodded. “Do I know that stallion?” She asked carefully. “The accuracy of my disguise depends on the information I have on him.”

“I daresay you know him… intimately. He’s…”

Rarity faltered. Once she asked for it, she wouldn’t be able to take it back. Once she said the name, she wouldn’t be able to hide her forbidden attraction. She was considering changing her request when Chrysalis’ eyes widened, and her smirk grew to worrying proportions. Before Rarity could say anything, the changeling was consumed with green fire, the heatless flames making Rarity cover her face.

When Rarity looked back Chrysalis was gone. Shining Armor was chained to the bed, his eyes wide and conflicted, his pink stallionhood leaking a small trickle of precum over his perfectly white coat. Rarity almost came again from the sight alone.

“Rarity, this is wrong.” His deep voice made her shiver, a little moan escaping from between her red lips. “We shouldn’t do this, I can’t do this to Cadance…” Rarity groaned, her hind-legs crossing as her pussy gushed like a broken faucet. This was a fantasy so depraved she had been ashamed to even dream about it, and here she was, living it. “I... I’m sorry, I just can’t- Eeep!”

Rarity took a shuddering breath as she watched the red wax spread on Shining’s pure white fur, his muscled belly tensing as the burning liquid settled on his perfectly groomed coat. She was amused to see that his throbbing erection started to sag; it seemed he didn’t get off on pain as much as she did. Well, too bad for him. He was always free to use their safe word, otherwise, he was hers to do as she pleased.

She held her breath as she carefully let a second drop splash on his chest, and she watched in rapt attention as his muzzle scrunched into a pained hiss. She kindly blew on the hot wax, helping it grow cooler, and she gently reached out to push a strand of mane from Shining’s face. She wanted to see him grimace and squirm.

“Do you want me to stop, handsome?” She breathed hotly, her lidded eyes promising unspeakable things. When Shining hesitated, she reached out for his groin, and purred as she cupped his plump balls. “Oooh, so full… What’s the matter, Cadance hasn’t been taking care of you?” She carefully squeezed, tsking as she felt how tense they were. “These are ripe and ready for harvest. Let me help, my poor little pet.”

“I-if Cadance finds out- AH!”

“She won’t.” Rarity blew on the new hot drip, her hoof massaging his balls soothingly. “Just let mommy take care of you…” She cooed, watching his length slowly coming back to life.

“Rarity… I…” Shining Armor gulped, he gave the smirking unicorn a helpless look, then he leaned back, and closed his eyes. His nod was almost imperceptible, but it was enough for Rarity.

“There we go, good boy. You remember our safe word?” He nodded again, and she licked her lips. “Good.”

She brushed a gentle hoof over the length of his cock, helping it grow to full mast. Once she arrived at the tip she played with his leaking flare, smearing his arousal on his glans. He truly was a hunk of a stallion, his cock was delightfully fat and reasonably lengthy, his medial ring obscenely large. When he was completely hard and ready, she smirked, removed her hoof… and dripped a vicious line of burning hot wax over his sensitive belly.

“Hnng!” Shining grit his teeth, his back arching, his chest heaving.

“There, there, it’s alright.” Rarity cooed, brushing his mane with her gentle magic. “Poor dear, you’re very new to this, aren’t you?” She tutted condescendingly, watching his length softening once more. “Don’t worry, you’ll learn to like it. I’ll teach you.”

Rarity crawled closer, laying down between his thighs, her muzzle a breath away from his balls. She hummed gently as she fondled them, her soft hooves massaging his overfilled gonads, making them grow even bigger. She smiled pleasantly as his shaft quickly grew to full mast once more, and she lovingly grasped the length in one hoof, the other cupping his heavy balls. She pumped her hoof over the throbbing length, marveling at the veiny surface, murmuring encouragements as it grew harder and harder… and she smirked, levitating one of the candles over Shining’s chest.

“Wait, don’t…” Shining grit his teeth as a new dose of hot wax dripped on his fur, and he groaned as Rarity pumped his shaft to keep it erect as the burning subsided. He took a gasping breath, relaxing, and he immediately gasped in surprise as Rarity poured more over his belly. He writhed on the bed as the merciless sadist emptied the first candle’s liquid wax, then took the second to continue dripping more on his quivering belly.

“Tut tut tut.” Rarity shook her head, her hooves fondling and pumping as she relentlessly poured more burning hot drops. “You shouldn’t talk back to your mistress.” She gave a disdainful sigh as Shining went soft despite her expert hoof-job, and the poor stallion groaned helplessly as she squeezed on his balls a lot less gently. “Ah, how disappointing.” She let go of his length, and gave one last squeeze before she sat back on her haunches, watching the stallion squirm before her. “I guess I have to teach you some self-control first.”

Shining panted, the last few drips cooling down, and he gasped as Rarity’s magic took hold of his cock. The warm aura rippled over his length, softer than any hoof-job, Rarity squeezing just the right places. He throbbed to full mast in a few heartbeats, Rarity helping him along with gentle encouraging coos. He groaned when his length was standing proud and tall, and he eyed the floating candles fearfully. Rarity smirked, the candles tilting threateningly, but not a single drop spilled from the melted rims.

“Now, here is what we’re going to do.” She purred, her magic pumping over his length without any respite. “If you last more than ten minutes, I’ll let you out of these restraints and you’ll be free to take me however you want.” Shining perked up, his cock giving a mighty throb. Rarity giggled, leaning back to avoid a spurt of precum. “Careful now, we haven’t even started.” She produced a little hourglass, showing it to her pet. “If you do not last this long…”

She wiggled her candles, a few burning drips leaking over the edge, almost dripping over him. Shining gulped, his eyes flicking from one candle to the other, and she directed an imploring gaze to his mistress. Rarity only smiled back.

“Just imagine it.” She purred, wiggling her rear enticingly. “You, mounting me like the stud you are. Our hips slamming together as you make me yours. Why, I’ll even allow you to spill your load inside me if you wish.” She fluttered her eyes, and breathed on his throbbing pole.

“But, know that I’m in heat, you could give me a foal tonight if you aren’t careful. Your own little bastard with your secret concubine. The first of many I dare hope. Oh, by your throbbing I can see you like the idea! How awful. What would your wife think, honestly. Of course, it all depends on you.” She smirked. “If you want me, you have to last this long.” With a wink Rarity reversed the hourglass, and her horn flashed with power.

Shining gasped out loud, his eyes going wide as Rarity’s magic crackled over his length, the aura forming a tight glove over his meat. The magic then began to pulse over his whole length, milking him, his balls getting the same treatment. He arched his back, a groan escaping from his muzzle. Rarity just giggled behind her hoof as she watched him writhe in bliss.

In just a dozen seconds he was already on edge, his eyes closed as he tried to hold his climax at bay. Then, impossibly, Rarity’s magic became even more pleasurable, her magical cock-sleeve rippling over his length.

“Only nine and a half minutes left.” Rarity sing-songed, dangling the horrifyingly full hourglass in front of Shining’s nose. “Good luck.”

Shining Armor could only grit his teeth and try to hold back, but he could do nothing against the seductive temptress breathing on the tip of his cock. He squirmed as he received the most pleasurable magical hoof-job he had ever known, his tip leaking more and more. Rarity’s magic was so warm and soft, there was no way he was going to last ten minutes. Heck, he wasn’t sure he would last another minute.

Actually, he was sure of it, he was going to blow his load in a matter of seconds if this kept up. He whimpered as he felt his balls swelling, the veins on his cock bulging out. An overwhelming pressure grew in his lower belly, his whole length jerking. He closed his eyes, ready to blow his load all over the unicorn…

Rarity stopped her magical ministrations. Shining’s eyes shot open, and he gave Rarity a pathetic imploring gaze, a soft whine escaping from his muzzle.

“Tut tut tut, not yet.” Rarity tsked with a little condescending smile. “I haven’t given you permission to cum yet.”

Rarity patiently waited for his pre-orgasmic throbs to subside. She shook the hourglass in front of Shining Armor tauntingly, the candles hovering closer. He gulped, his stallionhood calming down, the length going limp… and Rarity’s magic was milking him instantly.

He threw his head back with a hiss, trying to hold back this time, trying to think of anything that would make him go soft… but it was useless. He was brought to the edge again, his flare growing larger and larger… and Rarity stopped just at the last moment once more. He whimpered, and only got a playful wink in response. He watched in silent despair as his mistress waited for his balls to calm down, before starting the cycle again.

And again.

And again.

Before long Shining was a panting mess. He had been brought to the edge so many times he had lost count, and by this point his balls were huge with denied release. When Rarity stopped her magic once again, he eyed the hourglass, and almost cried when he saw it was barely past the midway point. He eyed the floating candles, and blurted out in surrender.

“Just pour them on me!” He begged, struggling against the hoofcuffs. “Pour them on me, anything you want, just let me cum!”

“Good, we’re making progress! Let me see…” Rarity tapped her chin, as if considering his request, then she turned to him, smiling kindly. “No.” Her magic started its heartless pumping once again, and Shining whimpered in pleasure and despair.

A few of minutes of cruel edging later, Shining thought he was going crazy. His balls were so swollen he was convinced they were going to burst, and his cock had never been so hard, veins bulging out over the whole length. He gave the hourglass a desperate look, and felt his heart soar when he saw it was almost empty.

Just thirty more seconds, and he would be free to give Rarity all his denied love. He wasn’t even thinking of Cadance anymore, he just wanted to take Rarity against a wall, and spill his load all over her back, or shoot it down her throat... Or Celestia forgive him, stuff her womb full, on this most dangerous of days.

He waited for Rarity to stop her magical pumping, already on edge… but the unicorn didn’t stop. Confused, Shining Armor watched Rarity’s horn shine brighter and brighter, the magical cock-sleeve milking him harder than ever. Too late did he understand that Rarity had no intention of letting him win, and he gave a shuddering gasp as he felt his climax approaching. Rarity then gave his balls a mighty squeeze, and he knew he was doomed.

With a long whinny of frustrated relief, he fell over the edge. His balls jumped against his thighs, sending a huge burst of dense stallion cream into his cock. He grit his teeth, angling his hips, he was going to cum all over this sexy unicorn…

His cock flopped against his belly with a *plap*, Rarity’s magic letting go of it altogether. Shining’s eyes bulged, his gaze finding the frowning muzzle of his mistress. Rarity eyed his throbbing cock with disgust, her head shaking.

“No no no, you have to wait.” She tutted, flicking her hoof against his pulsing balls. “Just ten more seconds and you win!”

“R-Rarity, please, your magic…” Shining begged, his load already traveling up his shaft. “Please…”

“Ah-ah-ah, don’t cum yet.” Rarity tittered, her merciless gaze boring into his desperate eyes. “Don’t cum yet.” His flare grew hugely. “Don’t c-“

Shining Armor gasped, his own warm load spurting all over his own face, his body convulsing as he finally came... But he felt no pleasure. Rarity had taken him to the edge, only to let him fall down just at the last moment. He could only watch with a cum covered open mouth as his blue balls emptied mechanically, without an ounce of satisfaction, the lack of any pleasure almost painful.

Shining could almost cry from frustration. His semen spilled uselessly on his chest, his ruined orgasm seeming to go on forever, his cock jerking without end. Rarity sighed, giving the hourglass a pointed look, the last few grains of sand falling down as Shining’s was showered with the last spurts of his own spunk.

“Ah, so close.” She threw the hourglass over her shoulder, and shrugged. “Oh well.”

The two candles instantly turned upside down, spilling their accumulated wax over Shining’s cum covered belly. The burning wax mixed with his hot load, the sizzling sound covering his pained hiss. Rarity grasped Shining’s softening cock to keep it away from the boiling wax, and she used her magic to catch the last few spurts, keeping them away from her latex outfit. She ran her hoof over the limp stallionhood, cooing softly.

“You poor dear.” She placed a loving kiss over the tip, leaving a perfect imprint with her red lipstick. “I was going to let you ride me, but…” Rarity left the limp shaft to flop on the bed, and it slowly slithered back into its sheath. “It seems you are spent.”

Rarity watched attentively as Shining slowly caught his breath, the poor stallion covered in his own semen, a dazed expression on his muzzle. Denying a stud for so long, edging him to build his release, only to ruin his orgasm in the end… That was one of Rarity’s favorite little games. She felt her pussy winking in excitement. Maybe she ought to finish herself with one of her toys, and make him watch…

Shining Armor’s eyes flared green, and his submissive whimpers turned into a growl. The stallion gave her a look that flickered between anger and admiration, his voice echoing strangely as he spoke next.

“That was cruel,” Chrysalis panted, sounding reluctantly impressed, “even by my standards.”

“I do my best.” Rarity purred, folding her hooves under her chin innocently. “I’ll admit you have some acting skills. I forgot myself and really believed you were Twilight’s brother for a while there...”

“Oh, but I was.” Chrysalis chuckled, her legs tugging at her hoofcuffs experimentally. “The best way to impersonate someone is to become them, body and mind. The more I know about my disguise, the easier I will replicate them.” She smirked toothily. “And I know Shining Armor very, very well.”

“You don’t say…” Rarity breathed, her mind clearly considering the real Shining Armor, and how she would love to have him. “Hmm, a shame he’s taken already.” She placed a teasing lick on Shining’s drained balls. “And I do not think Cadance is the sharing type…”

“If Cadance knew, it would be… tragic” Chrysalis breathed hotly, her voice losing its echo, returning to the stallion’s usual voice. “She must never know about us.” Shining Armor begged, struggling against his chains. “Please mistress, please don’t tell her!”

Rarity felt a tingle of satisfaction running down her spine. Hearing this big burly stallion begging her so pathetically, calling her mistress… It was simply divine! She slowly started to crawl on top of him, taking care not to smear too much cum and wax on her latex outfit. She sat astride his lap, humming thoughtfully, her plush rear grinding on his sheath teasingly. She gyrated her hips, making Shining groan helplessly.

“Hmmm, I don’t know, you’ve been a very bad pet tonight.” Rarity tapped her gloved hoof on her chin, her dripping intimacy brushing against Shining’s, his sheath twitching dangerously. “You couldn’t even last more than a few minutes…” She gasped, feeling the soft tip of his stallionhood starting to emerge, pushing against her puffy folds. “Oh! And you have the nerve to touch me with your filthy monstrous prick!”

Shining groaned, squirming under Rarity, his cum and wax-covered chest heaving as he tried to control his erection. Rarity’s grinding and the smell of her desperate heat did very little to help him stay sheathed. His cock inexorably started to flop out, the soft tip pushing against Rarity’s soaked folds, slowly sinking into her warmth.

“You naughty, naughty boy.” Rarity purred, grinning maliciously. She rolled her hips from side to side, helping him slide inside her, his limp stallionhood barely able to push past her tightness. “Who said you could put your disgusting tool inside your mistress?”

She pressed her gloved hooves against his muscled chest, twerking her rear teasingly, Shining’s cock almost flopping out of her tight folds. Shining could only whimper as his shaft inexorably slipped free of his sheath, his length limply pushing deeper into his mistress’ oozing tunnel. Rarity’s soft cunt pulsed around his soft meat, drawing him deeper, spurring him on.

Rarity gave a little shudder of bliss as Shining reached her depths, his pole slowly hardening inside her. She clenched her cunt around his half-mast, little high-pitched groans escaping his lips when every contraction left him a little more erect, veins starting to bulge against her sensitive walls.

“Don’t get hard.” Rarity commanded. She closed Shining’s panting muzzle with her riding crop, holding his chin raised. “Your freakish member is too large for my little hole, if you get hard you’ll destroy me.” She leaned back on her haunches, displaying her tight folds stretched around Shining’s still growing length. “Just look at that monster... It just won’t fit! Don’t. Get. Hard.”

“Yes mistress.” Shining whimpered, doing his best to control his raging erection. He wanted nothing more than thrust his hips into Rarity’s heavenly depths, but he managed to keep himself at a half mast, hot frustrated snorts leaving his nostrils. He was just beginning to go limp, when Rarity suddenly brought her hips down on his lap. “AH!”

“Yes, just like that!” Rarity moaned, bringing her ass up and down again, her generous rear slapping against Shining’s legs. “Keep it nice and soft for me!”

Shining grit his teeth, but his eyes were inexorably drawn to the lovely sight of Rarity bouncing on his cock, a look of intense pleasure on her masked muzzle. She looked so beautiful in her latex outfit, sweat shining on her pretty white coat as she rode him. His eyes focused on her plump teats, the shapely mounds attractively large for a mare. Rarity’s nipples were a little darker than her fur. So dainty and perky, perfect for nursing a couple of hungry foals. His foals, if he wasn’t careful.

He groaned as the thought of a pregnant Rarity ran through his mind, the vision of her perfect white coat stretched around his foals making his cock suddenly spring up with new vigor. Rarity yelped out loud as her next bounce ended with her stuffed to the brim with rock hard stallion meat, Shining’s cock expanding in her tight confines explosively.

“AH! You brute!” She screeched, her eyes fluttering with pain and pleasure. She lashed out with her riding crop, whipping Shining’s bound legs, making him squeal pathetically. “What did I tell you!” She kept bouncing and grinding her hips, her horn sparking as she lashed at her misbehaving pet. “You’re splitting me in half!”

Shining threw his head back with a hapless moan, the stallion unable to do anything but be ridden by a merciless Rarity. She gave loud mewling cries whenever she impaled herself on the rock hard stallionhood, followed by breathless whining when she withdrew, her pussy grasping tightly around Shining’s cock as it exited, unwilling to let it go. The frantic humping followed by sensual grinding quickly had them both panting, sweat dripping from their brows, but Rarity still didn’t give her pet any respite.

“Do I have to do all the work?” Rarity snapped, her breath short with exhaustion. Her riding crop slapped Shining across the muzzle, leaving a bright red mark on his pure white coat. “Move your hips you useless- AH!”

Rarity was rocked by a powerful thrust, her faltering magic sizzling out, her riding crop falling to the ground. She collapsed forward, her hooves landing on Shining’s belly to avoid falling into the mix of semen and wax, and she barely had time to get her bearings before the next thrust made her scream out loud.

She braced herself as she was rutted by the bound stallion, his balls slapping wetly against her ass whenever he threw his hips into her. Not to be outdone, Rarity started to bring her ass down faster and faster, meeting Shining’s desperate thrusting midway, his cock almost slipping out every time, only to hammer to the hilt on the next thrust.

It was only a matter of time before Shining approached a new climax, and Rarity smirked evilly as she felt him throb dangerously against her depths, his tip flaring out of control. She pressed down on his belly, keeping him from thrusting up, and she started to roll her hips in a sensual belly dance, his cock jerking madly as she ground her rear against his lap.

“Careful now…” Rarity panted, her gaze lidded. “You don’t want to spill your thick load inside, now do you?” She leaned all the way back, groaning as his shaft bulged against her belly, a clear outline appearing on her coat. “Just look at that.” She brushed her hoof against the swelling of his flare, making him moan as he felt her caress through her flesh.

“So deep, so big… if you came now you would release directly into my womb.” She gyrated her hips once more, the bulge twisting and pulsing under her coat. “I’m in the most dangerous part of my estrus cycle… if you climax now, I will bear you a bastard foal.” She clenched around him teasingly. “You don’t want that, do you?” She started to raise her hips, as if preparing to pull out.

Shining gave a little whimper, his cock lurching deeper into her, as if trying to breach her cervix, and reach her foal chamber. His whole length pulsed with obvious intent, and Rarity gasped theatrically.

“Prince Armor, you can’t possibly mean it?” She wiggled her hips, his tip almost popping out. “Do you want to breed your mistress? Do you want to knock me up so bad you would risk your marriage?” A strong throb made her titter softly, and she suddenly brought her hips back down, taking him to the hilt. “I’m flattered. But, I will have to decline.” She licked her lips, looking down at him teasingly. “At least for now.”

She reached back and grasped his balls, her hoof fondling and weighing them, gauging how close he was. Satisfied she still had some time to torture him, she started to gyrate her hips in a slow and sensuous dance, making him moan out loud.

“Now, let’s try this again. Don’t cum.” Rarity commanded, her pussy clenching around his cock.

“Don’t. Cum.” His flare started to expand even more, but his balls had yet to release their load.

“Don’t. Cum.” She felt his shaft swell dangerously, the underside of his cock pulsing, and she prepared to pull out at the last moment. As soon as she felt his balls draw up, she would jump off his lap, and make him swallow his own production.

“Don’t. Cum.” She squeezed his balls, waiting for the signal to pull out. She pressed herself down, taking him as deep as she could, the rounded tip of his flare pushing her cervix open. It was strange, but she could swear his cock had grown even bigger, the shape changing dramatically. His balls were still immobile, so she still had time to tease him.

“Don’t. Cu- EEEP!” Rarity screeched in surprise when she felt Shining’s cock suddenly bulge out, a surge seeming to shoot through his length like an arrow, and she barely had time to curse before Shining’s flare erupted. “Merde!”

A spray of burning hot seed sprayed directly into her fertile womb, the thick virile stallion cream filling her sacred chamber in a single powerful shot. The gooey spunk clung to her insides, millions of sperm rushing for the poor ovum she had naturally released, instantly sealing its fate. Rarity ovaries released a new batch of eggs, only for them to be swarmed and fertilized in a matter of instants. Rarity felt her belly filling with warmth, her mind reeling from the terrifying implications. It was only when the second shot gushed into her already filled womb that she remembered herself.

Cursing in Prench and Ponish and all the languages she knew, Rarity let go of Shining’s balls, his gonads completely inert even as he came like a firehose. With a grunt of effort, she pulled Shining’s enormous pole from her depths, the flared tip scraping against her walls, making it next to impossible to withdraw.

It was when the third shot bathed her pussy that Rarity managed to lurch back, the excess lubrication making it easier to slide the spurting stallionhood to her entrance. Shining’s cock flopped out in an explosion of spunk, the incredibly thick splooge spattering everywhere in a shower of lumpy semen.

Rarity watched with wide, unbelieving eyes as her cunt gushed with a veritable flood of thick stallion cream, the burning in her belly ominously abated. Her gaze then flicked to Shining’s throbbing stallionhood, and her breath caught in her throat. It wasn’t Shining’s member anymore. It was enormous, smooth, and green. Her stunned gaze followed a bulge of creamy semen as it traveled through the semi-transparent shaft, and she barely reacted as the spurt arched beautifully in the air, before it splattered wetly on her open-mouthed muzzle.

“I told you.” Shining Armor sneered. He was consumed by green flames, turning back into the arrogant changeling queen. “I told you I would make you mine.” Chrysalis growled, a victorious smirk on her fang-filled maw. “I can sense my brood already nesting in your womb. You belong to me now.”

Rarity squealed, her brain rebooting as Chrysalis’ words sunk in. She thought about the pregnancy pills in her work room, and she started to scramble to get off the bed and rush upstairs…

“Suck it.” Chrysalis commanded, her eyes shining with power. Her scepter bobbed before Rarity’s muzzle, tall and proud. “I let you have your fun, my little whore, but now it’s my turn. Pay respect to your new Queen and Master.”

Rarity flinched back. Chrysalis’ voice carried so much raw authority, it was like a slap in the face. It was the kind of authority that came from natural leadership, the kind that only monarchs and war chiefs were born with. Rightful, natural, pure dominance. Rarity had been claimed by this Queen in the most primal ways, Chrysalis had staked ownership over her body, and Rarity felt a thrilling sense of pleasure from the thought.

Even if the changeling was still chained, she just radiated power. A power Rarity found irresistible, a power she had been attracted to since meeting Chrysalis, and she was not willing to fight her desires anymore. After such a heated session of playful dominance, she was too horny to resist Chrysalis. She didn’t want to resist, she wanted to submit. No, she already had.

Rarity gulped, trembling in realization.

She was not in control anymore.

She was too far gone to fight her attraction to Chrysalis’ power.

She was locked in a little room with a dangerous creature bent on using her like a breeding bitch… and it was the hottest thing that had ever happened to her. She had finally found the pony she was willing to give herself to, and like the bursting of a dam she completely gave control over to her new master. Chrysalis saw the surrender in her eyes, and the queen smiled mockingly, showing off her flesh-tearing fangs, making Rarity shudder.

“Suck it.”

With a lewd whinny, Rarity instantly threw away her façade of self-control, and gave in to her submissive side. She pressed her lips to Chrysalis’ royal scepter, red lipstick smearing over the flared tip as she tried to take it into her mouth. The cherry flavor of her lipstick mixed with the taste of raw maleness leaking from Chrysalis’ tip, the drops of semen still clinging to the glans virile enough to make her head swim.

“Hmmm, goooood.” Chrysalis purred, her hips shifting to press against her new conquest’s muzzle. Her horn flared to life, and a nasty smirk spread on her lips. “Let’s see how much you can take.”

With uncaring ferocity, Chrysalis magically shoved Rarity’s head down, forcing her to take her sizable stallionhood into her dainty little mouth. Rarity gave a meek little squeak as the massive flare shoved its way past her lips, and she obediently started to suck and run her tongue all over her master’s cock. Chrysalis grunted in approval. Her magic eased its hold, the green aura now gently caressing Rarity’s mane.

“Yes, good little breeder, please your Queen.” Chrysalis hummed. With a sudden burst of magic, she tore through the strip holding Rarity’s mane, letting her hair expand freely. A curtain of curly indigo mane fell around Rarity’s muzzle, framing her compliant expression, her blue eyes looking at Chrysalis with reverent obedience as she sucked on her master’s cock.

“There she is…” Chrysalis licked her lips. “The little submissive harlot I sensed when I first met you, hiding under a thin veil of control. You just needed a little treat, and you rolled over for your new master.”

Rarity gave a high-pitched moan, her head bobbing, taking more and more into her muzzle.

“This is your place.” Chrysalis’ magic caressed Rarity’s bulging cheeks. “A cock in your mouth and my seed leaking from your womb. Get used to it, my pretty, this will be your life from now on.” She pinched Rarity’s nose, taking away the unicorn’s breath. “I will chain you to my bed, every morning I will use your little mouth to get my pole nice and hard, then you will watch me rut my favorite like the good little pet you are. When Twilight is nice and full, you will get the leftovers; that’s all you deserve.”

With an eager gurgle, Rarity bobbed her head in anticipation, and with a smooth practiced motion she took Chrysalis’ massive pole down her throat.

Chrysalis let go of Rarity’s nose, a pleasured groan escaping her lips. “Oooh, you are good at this. You will have to teach Twilight how to properly blow my cock… Maybe she will enjoy using you as well, as will the rest of the hive.” Chrysalis tilted her head, smiling teasingly. “Would you like that? Would you like to be our hive’s public-use whore? My children cannot reproduce, but they do have urges to satisfy. I’ll put you in stocks during the day, let anyone use you at their leisure; maybe I’ll even give you to my pony studs from time to time, just to produce more perfect breeders like yourself.”

Rarity moaned submissively, her tail flicking madly over her back, strands of gooey semen clinging to the curly hairs. She bobbed her head faster and faster, lower and lower, the smears of lipstick going farther and farther down Chrysalis’ length.

“Just imagine it,” Chrysalis taunted, her magic pushing back Rarity’s mane to look into her obedient eyes, “your belly bulging hugely, always filled with foals and semen, stallions pounding into you every hour of the day. Your own children will line up to ride you after they have grown… a life of submission, isn’t that what you have always dreamed of?”

Whinnying in agreement, Rarity finally managed to reach her goal, her lips pressing against the changeling’s base, leaving a nice, big red smear. She held herself hilted, her throat bulging with the shape of Chrysalis’ cock, the flare’s outline stretching her coat dangerously close to her chest. Chrysalis groaned in pleasure, her stallionhood twitching madly, Rarity’s vision slowly darkening as she began to choke…

At the last moment Rarity threw her head back, the flare popping out of her throat, and she took a deep breath. She was ready to take it down her throat again, but Chrysalis’ had other ideas.

“Enough!” Chrysalis thundered, her eyes shining with desire. “I will not waste my seed in your stomach. Get off the bed, I will ride you properly this time; I want to make sure you are nice and full before the night is over.”

Rarity squealed eagerly, she gave her master’s cock one last lick before letting it pop out of her mouth. She scrambled off the bed and quickly presented herself, her tail flicking over her back to let her oozing cunt be on full display. Chrysalis growled in hunger, and she gave a mighty yank with her bound hooves.

The shrill sound of snapping metal made Rarity flinch, pieces of broken chain-links clattering everywhere. Her master was free. She was about to be claimed once again. Arousal streaming down her thighs, Rarity eyed the dungeon exit, and she decided to run for it. Leading the changeling into a merry chase would anger Chrysalis… meaning she would rut her even harder. Rarity breathed with anticipation, and she bolted.

She had not taken more than a few steps before a loud CRACK echoed around the room. Rarity cried out as she fell to the ground, taken down by a stinging lash, right over her uncovered cutie mark. Her eyes wide with pained pleasure, she looked back at her flanks, her breath catching in her throat as she saw the bright pink mark crossing over her cutie mark. It wasn’t deep enough to leave a scar, but it stung just enough to make her gush even more.

“Now now, where do you think you’re going, my pretty?” Chrysalis purred, stalking towards the downed unicorn, the broken hoofcuffs still on her hooves. "You aren’t leaving this room, not before I’m sure I’ve broken you in.”

The changeling’s tongue lashed out with shocking speed, the long powerful tendril cracking over Rarity’s flank a second time, a longer pink line crossing over the first. Rarity cried out, her eyes rolling back from blissful agony. She still tried to crawl away, dragging herself towards the door, her face flushed and eager for the next lash. It swiftly came, her shrill scream accompanying the resounding CRACK of the tentacle whip, her other flank now stinging with delicious pain.

A flurry of lashes followed, each leaving Rarity in a state of crazed euphoria. She wanted more. She wanted Chrysalis to keep whipping her until she was but a quivering mass of pain. She rolled on her back, leaving her uncovered lower belly accessible, and she screamed in bliss as a stinging lash bit into her soft flesh. The next lash was gentler, and it lightly slapped against her perky teats, the tentacle coiling around one of them. The changeling tongue squeezed her plump breast, weighing it. Chrysalis growled in approval as her tentacle retracted into her mouth.

“Your teats will soon be nice and full. You’ll produce a lot considering their size.” Chrysalis purred, stalking closer to her downed prey. “Maybe I’ll use you as a wet nurse instead, chain you in the nursery and let my brood feed off your love and milk.” She loomed over her mate, her drool dripping onto Rarity’s flushed muzzle. “Don’t worry, I will come visit you often, keep you nice and filled. My children will nurse while I mount you, they will feed while I claim you… just like this!”

Chrysalis struck like a ravenous panther, her maw closing around Rarity’s throat with little care for her safety. She effortlessly hauled the unicorn into a standing position, Rarity’s hooves stumbling as she screamed in apparent horror. Chrysalis sniffed the air, deeply satisfied by the total absence of any real fear coming from the unicorn: Rarity was acting terrified, but deep down she was having the time of her life.

Chrysalis smirked, eager to mount the kinky mare; she had always dreamed of finding a mare so depraved, a mate that enjoyed pain just as much as she did, and she would not let Rarity get away now that she had a taste. The unicorn was hers, and she would make sure Rarity remembered it.

Rarity whimpered submissively, her legs buckling as Chrysalis reared over her, the changeling still biting her tender throat to keep her from bolting off. She was convinced those wicked teeth had pierced her coat, but she was just too excited to care. She could feel Chrysalis’ copious load still streaming from her cunt, the gooey slime oozing all over her legs, soiling her favorite black latex boots. She quickly did the math in her head, and she reasoned she still had a good few hours to take the pregnancy pills. For now, she could just indulge in this new fantasy.

If things got out of hand she could always use her safe word… at least she hoped Chrysalis would respect their safe word. The idea of being in genuine danger only made her more aroused, and she squealed eagerly as Chrysalis bit down just a little harder, warning her to stay still.

Chrysalis took hold of Rarity’s side, her crooked hooves hooked around the unicorn’s foal-bearing hips. With a dominant snort, she pressed her flared cock to Rarity’s tight slit, the tip straining to slip inside. One brutal thrust later and Chrysalis was buried to the hilt, her massive shaft stretching the little unicorn to her limits. Rarity mewled in distress, her scream turning into a surprised hiccup as Chrysalis unexpectedly came instantly, her cock spewing in a long continuous stream. If there was any doubt that she would be knocked up before, this new batch of virile stallion cream sealed the deal.

Rarity was rocked by a vicious second thrust, her front hooves stumbling from Chrysalis’ sheer ferocity, a spray of changeling foal batter gushing around the green stallionhood. She was clearly filled to capacity, but Chrysalis didn’t care. By the third thrust Rarity was giving little submissive whinnies, and by the fifth she was screaming in euphoric agony. Again and again Chrysalis pounded into her, the changeling growling in anger as her load streamed around her cock, Rarity’s womb unable to handle it all.

With a frustrated grunt Chrysalis released Rarity’s throat. She took a second to admire the bite mark on Rarity’s neck, the pink scratches too shallow to leave a lasting mark. She didn’t want to damage her mate’s perfect coat; she would mark her in other ways. With a burst from her horn, she ripped off her collar, the buckle snapping off. With a few spells the red collar turned bright green, with dark changeling symbols appearing over the enchanted leather. Without asking for permission, she roughly collared her new prize, the strap fusing shut over Rarity’s neck, impossible to take off.

Chrysalis smirked at her little leashed pet, then she snarled like a wild animal, and her fanged maw struck down, tearing into Rarity’s bodice. The latex corset was instantly reduced to shreds, the leather strings that held Rarity’s belly tightly constricted snapped free. Chrysalis threw her head back, her next thrust so powerful Rarity’s hind-hooves left the ground, and a particularly huge load surged through her cock.

Rarity howled in orgasmic bliss as her womb was blasted with a torrent of thick changeling seed, her belly expanding freely as she was filled with a ridiculous amount of foal batter. She absently felt the tingles of forced ovulation deep in her belly, the changeling greedily claiming her eggs, the fertilized ovum joining the many already nesting in her womb. She wondered if she would really take those pills after all, and when Chrysalis rammed into her once more she couldn’t remember why she even cared.

Again and again Chrysalis hammered home, her stallionhood releasing in a continuous stream. Her creamy load was whipped into a froth as it flowed around her pumping length, a jet of spunk exploding from Rarity’s overstuffed cunt whenever Chrysalis pounded into her mate. Crazed with lust, the changeling bit down on Rarity’s beautiful mane, yanking the unicorn’s head back, making her scream even louder.

The dungeon echoed with the loud slaps of hips meeting cushy rump, the grunts and shrill shouting making the displayed torture tools rattle, wet splattering sounds completing the lewd concerto. It was only when Rarity’s voice began to break that Chrysalis slowed down, her breathless growls betraying her own exhaustion.

Chrysalis gave one last brutal thrust, packing a new copious load into her broodmare, Rarity’s belly swollen like a mare ready to give birth. Chrysalis snorted. She wanted to keep filling Rarity, but she didn’t want to injure her new mate. With a smooth lurch backwards, she withdrew from Rarity’s depths, her cock spewing constantly. Chrysalis frowned as she watched the deluge of spunk that gushed from Rarity’s cunt, and looked around the room for something to plug the tide.

She eyed Rarity’s dildo collection, noting the unicorn’s creations included many non-pony models —diamond dog, minotaur, dragon, yak… the kinky unicorn knew her stuff— she considered their size, wondering which one would do the trick… and her eyes widened when she found one that was very, very familiar. With an amused snort she levitated the neon-green dildo, the exact same color as her own softening cock. It smelled like it was brand new, and it slid smoothly into Rarity’s stretched pussy, stemming the white tide completely as it pressed against her depths.

“Such a naughty little filly…” Chrysalis purred, giving a few playful thrusts, making sure it was snugly crammed as deep as possible, holding all her seed inside Rarity’s womb. “The shape is a little off, but don’t worry. You’ll have all the time in the world to study it.”

Chrysalis watched proudly as Rarity’s belly rippled, full to the brim with changeling semen. She would drain the unicorn once she was sure she was completely filled with broodlings, she wanted Rarity to be huge and full when she started to show. She wanted the world to know Rarity was hers, body and soul. Speaking of which…

Chrysalis magically took hold of her flagging cock and gave it a few pumps, quickly bringing it back to full mast. She stepped over the trembling unicorn, hotdogging Rarity’s plump rear, and she began to cum again. Chrysalis fired the rest of her load all over Rarity’s back, making sure the unicorn was marked with a scent even ponies would easily smell. She growled as she rubbed her spewing cock over that soft, pure white coat, and she tore at the last shreds of latex suit, ripping it out of the way.

Her fangs caught a fold of Rarity’s fur, almost piercing it, and the unicorn screamed like a banshee… before flopping on the ground with a shuddering gasp. Chrysalis took care of spreading her scent over Rarity’s round belly, firing the last of her load on her pretty dainty muzzle.

Chrysalis stepped over Rarity, pushing her cock against Rarity’s panting muzzle. “Look at what you’ve done.” She snapped, imitating Rarity’s previous imperious tone. “Clean me.” She commanded, shoving her softening cock past those luscious red lips.

Rarity did her best, considering her exhausted state. She sucked and licked as Chrysalis humped her muzzle. She didn’t even protest when Chrysalis hunched down to thrust deeper into her mouth. She moaned helplessly as her throat got a new stuffing, her collar straining as her neck bulged with the softening length. A few wild thrusts later and she was force-fed with a small sputtering load directly into her stomach, Chrysalis’ reserves completely drained.

The changeling withdrew, pausing to let a few trickles drip into Rarity’s mouth, then she finally stepped away, admiring her work. She gave one last cruel lash with her tentacle, giving Rarity’s neck a nice pink mark. The unicorn mewled breathlessly, but otherwise didn’t stir. Chrysalis watched proudly as her seed oozed all over her new conquest. Rarity’s blinked blearily, her eyes heavy with exhaustion. A few moments of dazed panting later the unicorn squirmed on the ground, a pleasured moan escaping from her lips.

“Goodness, that was…” Rarity groaned, her big belly rippling. “Amazing…”

“Oh, you are still conscious?” Chrysalis said, pleasantly surprised. She had been convinced the unicorn would be completely broken by now. “Impressive.”

“Darling, please, I am an experienced mare.” Rarity grunted, giving Chrysalis a cocky expression. “Next time you won’t get the better of me so easily. Just give me a few hours and you’ll be shouting under my whip again…”

“I look forward to it.” Chrysalis purred.

She had to admit she had gained a lot of respect for the unicorn, and even a kernel of affection. Chrysalis slowly leaned down towards Rarity, her smirk softening into a genuine smile, her lips pursing invitingly. Rarity watched her approach with a conflicted expression, torn between accepting and rejecting the changeling’s advance… but finally the unicorn met her lover’s kiss with an eager moan, their lips brushing against one another in an all-too-affectionate display, considering how brutal their love making had been.

After a few passionate moments, Chrysalis stepped back, her eyes locked with Rarity’s flustered gaze, a string of saliva linking their two muzzles. A shy little smile appeared on Rarity’s lips, her cheeks burning with a bright blush, her guard falling for just a second…

And the image froze on Rarity’s smitten expression, the memory finally ending, leaving Twilight and Chrysalis to stew in a shocked silence. They exchanged glances, Twilight completely stunned, Chrysalis studiously innocent. There was something evil in Chrysalis’ attentive gaze. It was if she was waiting for something, the malice in her eyes almost tauntingly obvious as she observed Twilight’s reaction. When Twilight remained petrified, Chrysalis decided to give the alicorn a little push.

“So,” Chrysalis purred, her smile infuriatingly casual, “what did you think of that, sweetie?”