Twilight felt the wind blow passed her head as she rode her bike down the street.

As she turned into the street where her master's house stood, she sighed in relief. It had been tricky getting out of the house, since her parents were getting suspicious about the number of sleepover she was having lately. But she had managed to convince them to let her come, saying she and Sunset had to finish a project she had at her house.

So here she was, pulling up outside Flash's house.

And as she got the gate unlocked, she suddenly felt a powerful gust of wind blow up next to her. "Hey Twi," she turned to see a very sweaty looking Rainbow.

"Hey Rainbow. You win?"

"Heck yeah I did." Twilight finally got the gate open and the two headed up to the building, Twilight placing her bike against the wall whilst Rainbow opened the door. And as she did, she spotted a particular set of clothes on the floor infront of them. "Looks like someone started having fun without us."

Twilight smiled before picking them up and throwing them over onto a nearby chair, as a sound caught her ear and made both of them turn to see the basement door open before a naked Flash stepped out.

"Hello master," they both said in unison. They both licked their lips at the sight of his dick.

Flash smiled at them in surprise, "hello girls. Didn't expect to you two to be back today. Rainbow maybe."

"You think we'd miss seeing Pinkie now that she's one of us?" Rainbow asked, "so where is she?" Her answer did not come from Flash.

"Downstairs." They looked around Flash and saw a naked Fluttershy step into the room, her body covered in sweat and her hair looking like she'd just woken up.

Twilight and Rainbow's eyes both went wide as they saw her step up to Flash and put her head on her shoulders. "Wow, wow, wow, wow!" Rainbow stepped up to them, "when did this happen?"

"Today," Fluttershy smiled, "master freed me from my former pathetic self in the woods and now I'm his slave. Isn't it great?"

Rainbow's pout seemed to say otherwise. "Yeah, but I was kinda hoping I could help with bringing you into the fold."

"Don't worry," Flash assured her. "There are plenty more girls to help me get." This made Rainbow smiled as Twilight stepped up.

"So what about Pinkie? Did turning Fluttershy take up too much time and you needed to leave her?"

Flash frowned hearing this. "Well I did leave her, but she's still one of us now. However, the term 'good things come to those who wait' was proven wrong today." This made Rainbow and Twilight raise an eyebrow until Fluttershy went on to explain what they'd found when they got back."

"Ouch," Rainbow said. "Is Pinkie okay?"

"She's fine," Flash mentioned. "She's just a little tired. After a rest, she should be okay. But before she does that, she wants to help with Sunset's punishment."

"Makes sense," Twilight said. "So, do you want me to go get her."

"If you would," Flash replied before turning to Fluttershy and Rainbow. "You two able to make dinner?" They both nodded before heading towards the bedroom, while Flash returned to the basement.

Twilight meanwhile, headed up to Sunset's bedroom.

She knocked on the door and opened it, finding a crying Sunset laying on her bed. The girl rolled over at the sound of her door opening, showing Twilight a puffy face and bright red cheek. "Is master mad?" She sniffed.

Twilight stepped over to her and sat on her bed, moving Sunset's head onto her lap and stroking it. "I think so. What you ddi was bad."

"it was an accident."

"Maybe, but you still have to be punished. That way, you'll remember not to do it again." Sunset nodded, agreeing with her. "Just accept whatever punishment he gives you and I'm sure he'll forgive you when it's over."

"Promise?"

"Promise." With that, the two of them got up and headed downstairs, Fluttershy and a now naked Rainbow standing at the bottom frowning at her. Sunset kept her head down as she headed over to the basement door and headed downstairs, Twilight remaining upstairs.

She slowly made her way down into the basement, wanting to delay her punishment as long as possible. But eventually, she reached the bottom and looked around, wondering where her master was, until one of the doors opened.

It wasn't the one she had been in earlier, in fact being the one next to it. As it opened, a now dressed Flash could be seen in it with a frown on his face. "Inside." She quickly rushed in, keeping her head low, her eyes flickering all over to see what was in it.

This room had several BDSM contraptions in it, including a sawhorse, hoist and other objects.

She then spotted a naked Pinkie next to a construct that appeared to be a wooden L shape, that was angled to look like a tick sign. Infront of it were a wooden ankle stock held up by a pair of metal poles.

Flash walked past her and stood next to Pinkie, while she fell to her knees. "I'm really sorry. I didn't mean to. I just...got overexcited. Please forgive me."

"It doesn't matter if you're sorry," Flash told her. "You need to pay for what you did. Besides, I'm not the only one you need to apologise to."

Sunset nodded before turning to Pinkie, "I'm sorry."

Pinkie pouted at her, "you popped my cherry. That privilege should have gone to master Flash."

"I know. I'll do whatever I have to to make it up to you."

"I know," Flash held up a pair of panties while Pinkie patted the L. "Put these on and come sit on this." Sunset nodded and got up, grabbing the panties and putting them on before moving over to the wooden construct. She climbed up onto it and planted her butt in the indent as Flash and Pinkie got to work.

Pinkie grabbed her feet and placed them in the stocks, locking them in place and causing Sunset's legs to be forced wide. Flash meanwhile, got behind her and grabbed her by the wrists before pulling them up. Her elbows reached the very top of the L, so Flash was able to bend them over the top. On the back of the L was a metal U that was bolted into the wood, with a pair of handcuffs hanging from it.

Flash grabbed the cuffs before placing Sunset's wrists into them and locking them tightly. Sunset was now completely trapped where she sit, unable to move off the makeshift gynaecology chair.

"Now what?" Sunset asked, wondering what they had planned for her.

"Now," Flash held up a ballgag and blindfold, "the real fun begins." He placed the items in place and soon enough, Sunset was completely blind and mute. The teen girl let out muffled moans as Pinkie moved over to another table, where some special items sat. "You see Sunset, you denied me the chance to take Pinkie's cherry for myself. Sure, her ass was fun, but it doesn't measure up to her actually virginity. So I've decided your punishment shall be the denial of something you want."

In that moment, Pinkie arrived holding the items. What they were were a bunch of vibrators connected to a large box by wires.

Pinkie placed the box between Sunset's breasts before using tape to stick it into place, making her moan out as the cold metal was stuck to her. Pinkie then started positioning the vibrators in certain areas and taping them down, while Flash went on to explain what was going on.

"These vibrators are all connected to a heart monitor, which has several setting on it." He didn't need to mention that, considering she was the one who bought the toy. "The setting we're choosing is one that will cause the vibrators to slowly increase in intensity alongside your heart rate. But once you're heart reaches a certain rate, it'll stop the vibrators entirely until your heart rate is back down. You realise what that means, right?"

She did. The vibrators would slowly work her close to an orgasm, making her heart beat faster and faster, but then stop before she hit her peak. And once she had her heartbeat under control, the cycle would start again. It was a torture mode.

Pinkie was almost finished placing the vibrators into position. Sunset now had one taped to each of her nibbles, one under her breasts and one inside her bellybutton. The last one was going inside her pussy, held in position by the panties she was wearing.

Once it was in place, Sunset was ready for her punishment.

Flash looked at the time. "It's just coming up to six o'clock. Your punishment will end at nine AM tomorrow."

Sunset's eyes went wide behind the blindfold, as she realised that meant fifteen hours of unfulfilled stimulation. She couldn't make it through that. She'd go mad.

But alas, she knew she deserved this.

So as she felt Pinkie place the suction pad over her heart, she heard Flash slowly counting down the seconds before she was to switch the device on. "Five, four, three, two..." Sunset tensed up, "one." With that, Pinkie flipped the switch and it began.

A suddenly sensation shot throughout her body, the vibrations from the vibrators spreading from their source and making her begin to quiver out. Flash and Pinkie watched as her torment began, seeing the heart rate monitor was beeping to indicate her heartbeat.

Sunset continued to squirm as the vibrators began to increase in intensity and sent the sensations through her, slowly making her grow wet as the feeling overcame her. With each passing second the vibrations grew stronger and stronger, making Sunset's body squirmed more and more as she was pushed towards the edge. She let out a large amount of moans, all muffled by the gag, as the dam grew close to breaking and her heart began to sky rocket.

But when she was seconds from finally cumming, the vibrators stopped buzz. "NUUMMMM!" She screamed as the sudden denial. She panted as she felt her climax begin to grow dull, making her moan out while tears began to break free. And once her heart rate returned to normal, the vibrators started up again.

Flash and Pinkie smiled at this, glad the punishment was working like it was suppose to.

They watched as Sunset started squirming again, the toys doing their thing and pushing her back to the edge before stopping once again and making her cry out in frustration. "Well," Flash looked at the time, "ten minutes down. Only eight hundred and ninety more to go."

Sunset turned her head in their direction, saying something that was muffled before crying out through the sensations. They couldn't tell, but the two guessed she was begging them to stop.

Not gonna happen.

"Come on," Flash directed Pinkie towards the door. "Let's leave her to bask in her misery." Pinkie nodded and they headed towards the door, hearing Sunset's muffled cries as they left the room before Flash closed and locked the door.

With that done, the two of them headed upstairs and found Twilight and Rainbow outside the basement door. "So..." Rainbow asked, "where's Sunset."

"Getting her punishment," Flash announced. "No one's allowed in the basement until nine AM tomorrow."

Twilight seemed to pout at this. "Master. If I don't go into the room she's in, can I go into the basement. Sunset and I are still working on our little project and I'd like to keep working on it." She batted her eyes, trying to give him the best puppy dog look she could, which made Flash's heart melt.

"Alright, but don't go into the locked room. If you do, you get the same punishment."

"Promise." Twilight then turned to Pinkie, "how you feeling? We heard what happened."

Pinkie smiled, "I'm..." she suddenly let out a loud yawn, "fine. Just tired."

Twilight nodded in understanding. "Well Fluttershy said dinner won't be ready for about thirty minutes. Why don't you sit down and rest up." Pinkie agreed and Twilight moved her over to a nearby couch, while Flash moved towards the stairs.

"I'm gonna go take a rest too. Call me when dinners ready."

"Yes master," the three girls all said as he headed up to the second floor. Once in his room, he flopped down and fell asleep. Thirty minutes later, he would be awoken by Twilight and find that she had joined the rest of the girls in going without clothes.

They headed down stairs before Flash and the four naked goddesses sat down to a nice serving of Mac and Cheese.

Once dinner was over, they all returned to the living-room to rest up. Pinkie pulled out a bored game she'd brought with her and she, Rainbow and Fluttershy played while Flash watched.

Twilight, the only one how hadn't been through a large amount of strenuous activates that day, chose to head down to the basement lab. She arrived at the bottom of the stairs and stopped upon hearing the sound of moan, moving over to the source and putting her ear to the door.

It was obviously Sunset, still suffering through whatever punishment Flash had chosen to put her through. And remembering what he said, she stepped away and headed into the lab.

There, she got back to work on the device and became lost in the majesty of science. Hundreds of calculations flew through her brain as she worked to figure out the best way to amplify the stones power. Everything else became a blur to her whilst she worked, until she eventually arrived at some solid formulas for how to best use the geodes to power up Flash's Equestrian relic.

The downside was it'll need all seven of their geodes, meaning it was useless until all of her friends were under Flash's control. So now all she could do was build it and wait until they captured Rarity and Applejack, but building it would need to wait until she had some help.

So, finally turning away from the calculations, she looked down at her phone and saw it was almost ten o'clock. She'd better get to bed.

And so she stepped out the lab, still hearing Sunset's cries, and headed up the stairs. And when she stepped out into the hallway, she noticed the lights were all off. But she could still see, thanks to the flickering light that was flowing in from the living room. The others must have left the fire on.

Deciding to check on it, Twilight carefully trotted into the room before stopping. The reason she stopped is because she had found she wasn't actually alone. Flash and Fluttershy were both laying infront of the fire, a rug being the only thing between them and the floor.

The flickering light of the fire was warmly reflected on Flash and Fluttershy's naked skin. Fluttershy was on her back and her legs were spread with her knees up on either side of Flash's gently thrusting body. Twilight found herself mesmerised by what she was seeing, quietly eased herself into one of the big comfy chairs to watch their mutual intimacies unfold.

From the darkness where she sat, she had a sort of diagonal view of the lovers with their feet towards her and their kissing lips to the fire place. Twilight watched as Fluttershy's hands slid over Flash's body, eventually grabbing his rising ass to draw him back into her body. Their kissing was intense and passionate and Twilight could only imagine how Fluttershy must've felt in the warmth of the fire, sandwiched between the comfort of the plush rug and the loving man on top of her. The thought made her feel a tingle of arousal in her own body.

Flash's hand busily kneaded one of Fluttershy's generous breasts and even in the dim firelight Twilight could see the bud of her nipple, erect with the pleasure of attention. She lifted one of her feet to caress Flash's leg and he responded with a deep thrust that made her moan out loud. Her neck arched back away from their kiss and then he brushed her hair aside and buried his face into her neck, kissing her exposed flesh. He thrust deeply into Fluttershy's belly once again to bring yet another, louder, moan from her lips. Flash's thrusting relaxed a bit and so did Fluttershy at which point Twilight realised her moans were of discomfort, not pleasure. Still new to the wonders of being with a man, she knew that Fluttershy was reeling from the painful, joyful sensation of Flash's cock probing to her very depths.

Slowly, his ardour renewed without the deep thrusting and his ass rose in a steady rhythm between Fluttershy's knees. His hands came up to her sides and then he lifted himself off of her until he was in a push-up over her body. Fluttershy let her arms drape about her head and Twilight saw a satisfied smile on her face as she looked up at Flash in the firelight.

His ass rose again and Twilight found her hand drifting to her own pussy as she realised the only touch the two of them had at that moment was where their bodies met as one. Fluttershy's feet came down to the rug and she scooted herself towards Flash a bit and then spread her legs out wide to invite his cock into her, an invitation he repeatedly accepted.

Once again, her lips told the story of his cock ploughing too deeply into her and he went to back off a little. Her hands came up to his hips and pulled him tightly to her body, embedding the rutting cock firmly against her cervix.

"Unnggghhh!" she gasped, yet still drawing him tightly to her. Despite the pain she clearly needed his cock deep in her belly. His body began to show a sheen of sweat in the light of the flames and Twilight knew it couldn't be long before he'd have to have his pleasure in her.

With a sudden move, Flash fell on top of Fluttershy and rolled her over until she was on top of him. Their mating interrupted by the change of position, Fluttershy lifted herself to a sitting position on Flash's loins and then rose up.

Twilight watched as Fluttershy took her master's cock in her hand and held its tip to her cunt lips before lowering herself, slowly, onto it. Inch by glorious inch it disappeared into her pussy until the crack of her ass cleft down onto his balls. She had that thing all the way inside of her! When she lifted up again Twilight was sure she'd get off of it, but then she came down on it again, hard.

"Ohhh!" her little voice rang through the room as she impaled herself onto him.

She sat there a moment as Flash's hands slide up her body, lingering on her breasts, then moving up to her neck and drawing her down to his chest. Their lips met in a beautiful, impassioned kiss, Twilight witnessing the wonder of his ample cock as it began to pump in and out of her pussy. His need was great and she saw his pace increase, bit by bit, until that tool of his was ploughing Fluttershy enough to make a wet, slapping sound as their mating built to a hot, lustful fury.

She rose up on his thrusting cock, his hands going to her breasts and beginning to squeeze them. Moaning quietly and running her hands through her tousled hair, her head rolled about her neck until she let it fall back. With her face to the ceiling she let out a thin wail of joy as her orgasm swept her heaving body.

Twilight watched as Fluttershy ponied up, whilst the milk she'd been told about began to squirt out of her tits. She could imagine what that had been like for Flash as he grabbed her hips and plunged himself up, up, up into Fluttershy, impossibly deep into her body.

Twilight heard him sigh and saw that lovely cock throb into Fluttershy, the balls jerking as they shot their loads of sperm into her waiting womb.

Flash withdrew his meat from her and slammed it deep into her again as he let loose another torrent of his come into the inner chamber of her lovely young form.

Wasted from their passion, Fluttershy fell on Flash's chest and lay there, her back rising and falling rapidly as she sought to catch her breath and recover from the furious mating she'd just been part of.

Twilight watched for a little bit as the two lovers shared a few more intimate kisses and his cock made a few more thrusts into Fluttershy's sperm-soaked pussy. Finally, the two of them appeared to slowly drift off to sleep as Fluttershy's wings and ears changed back to normal.

Twilight continued to stare at them for a minute or so, making sure they were really asleep, before stepping over to them while using her magic to pull a blanket that was draped over the back of the couch over to them. Placing the blanket over them, she smiled before heading upstairs.

As she reached the second floor, she suddenly heard a pair of voices moaning and looked over at where it was coming from. A nearby door that lead to a room nobody used.

She cracked it open before glancing into it, seeing Pinkie and Rainbow on a bed with a nearby lamp illuminating to room. It showed that Pinkie was currently wearing the double strap-on that had been used on her earlier and was currently thrusting it into Rainbow's cunt, the athlete laying on her back squeezing Pinkie's tits as they fucked.

Twilight once again felt herself reaching for her pussy and decided she wouldn't interrupt them, instead gently closing the door before rushing over to the mast bedroom.

Once there, she jumped onto the bed and started rubbing herself off until she finally reached her own climax. At that point she was so exhausted she fell asleep then and there, her glasses remaining on her face, with her dreams filled with the sexual images she'd seen before.

8:24 AM

Twilight's eyes shot open at the sound of a knocking on the door, which opened to show Rainbow's head pocking out.

"Hey Twi, you need to get up. Fluttershy and Pinkie are making breakfast and master wants us all ready to check on Sunset." Twilight nodded before getting out of bed, correcting her glasses, and heading out to the thankfully empty bathroom.

After a quick ten minute shower, she headed downstairs to find everyone else sitting around the dinning room table. Pinkie was dealing out pancakes as Fluttershy stepped out of the kitchen carrying a surprisingly full jug of milk.

They sat down and enjoyed their delicious breakfast until eight fifty five, at which point Rainbow used her speed to clean all the plates in "ten seconds flat" before they all headed down into the basement. Halfway down the stairs, Pinkie rushed back up them and returned a second later with a water bottle in hand. With that, they entered the room and what they saw was not a pretty sight.

Sunset wasn't moving at all, her body completely covered in sweat that had dripped down onto the contraption before making its way onto the floor. Her hair was a mess and her breath was steady. It's likely she'd either found a way to fall a sleep through the torment or, the more likely theory, blacked out. The buzzing of the vibrators could still be heard as they stepped over to her, Flash using his phone to check the time.

And the second the numbers changed to nine o'clock, he flicked the heart monitor off and killed the vibrators.

This seemed to pull Sunset back to reality, causing her to moan out as the others began to remove her blindfold, ballgag and the vibrators. Her eyes came into view and they saw they were red, puffy and head serious bags under them. And the second her mouth was empty, she started coughing. "Water," she croaked before Pinkie held the water bottle up to her lips and let her drink the whole thing. Once finished, she gasped in relief before turning to them.

"Now," Flash said, "you sorry for what you did?"

"Yes," Sunset nodded, "I'm so sorry. I won't do it ever again."

Flash turned to the others, "think she's learned her lesson?" They all nodded, obviously seeing she would never do it again. "Alright. You girls head back upstairs whilst I let her out." Then did so, as Flash began to under the ankle stocks.

"Master," he looked up at her, "please...I need it."

Flash thought for a moment and nodded. She'd suffered enough, so he might as well give her some relief. So once the ankle stocks were open, he lifted her legs up onto his shoulders while stepping up to her. He stroked his dick to get it hard and lined it up with her pussy, the two locking eyes before he thrust his hips forwards.

"OWWWWWW!" Sunset cried as he slipped into her, her cunt being slow wet he felt barely any resistance.

Flash quickly began to pump into her while squeezing her tits, Sunset's eyes rolling into the back of her head as she felt herself be pushed closer and closer to the edge. And with all the build up she'd suffered through the previous night, it didn't take her long to reach her peak.

But unlike last night, Flash didn't stop and actually increased his pace until Sunset let out a might moan as her cunt began to tighten around his dick. This last for a good minute, until Sunset finally came down from her climax. But Flash was far from done and kept his rhythm up, pushing Sunset towards yet another climax.

This was when Flash leaned down and bit onto her tit, making her cry out in ecstasy as her second orgasm built up. "Oh sweet Celestia! Oh...ohhhhh Celestia yes. FUCK!" Flash smirked at this, feeling himself draw nearer to his own climax and felling Sunset's legs come down off his shoulders before wrapping around his hips.

This allowed Sunset to pull him into her with great force, allowing him to go deeper and causing her more pleasure. And eventually, the two of them felt themselves reach their peaks and both climaxed at the exact same time.

Flash became as stiff as a board while firing his load into the quivering girl, the two eventually ending the orgasms before Flash fell atop Sunset whilst they both panted. They said nothing to each other for up to five minutes, until Sunset finally broke the silence.

"Master?"

"Yes?"

"Am I forgiven. You asked the others if you think I'd learned my lesson. Does that mean you haven't forgiven me?"

"Yes," he felt her freeze up against him, "you are forgiven." He smirked at her sigh of relief while picking himself up. "I know you made a mistake and I know you're sorry for it. But if this happens again-"

"I won't," Sunset interrupted.

"It better not." With that, Flash pulled himself out of her before stepping around and uncuffing her hands. The pony turned human brought them down and began to rub her obviously red wrists, then slid off the chair. But as she tried to stand up, her legs gave out and she almost fell to the ground.

Luckily, Flash was there to catch her and helped her towards the door.

He basically had to carry her up the stairs into the living room, where the rest of the girls were waiting for them. Twilight used her magic to pick Sunset up and move her onto the couch, where she rest while the others talked about what they'd do next.

"So we need the last two geodes before you machine can work?" Flash asked Twilight, who nodded.

"Yes. Their powers combined will allow you to control anyone, no matter how strong minded they are, without the need for sexual exhaustion."

"So we need to get Applejack and Rarity on our side," Rainbow realised.

"How?" Fluttershy asked.

"Ooh," Pinkie raised a hand, "ooh ooh ooh. Me, pick me."

"Yes Pinkie," Flash asked.

"I could get us something special. A party planner friend of mine's been offering it to me for a while, saying I could use it if I ever wanted to throw an 'adult party'."

Flash raised an eyebrow at this, "any idea what it is?"

"He said it's called...Spanish Fly."

"I've heard of that stuff," Twilight said. "Suppose to make the drinker really sexually aroused. It could really come in handy if we can get some." She turned to Pinkie, "you really think you can get some?"

Pinkie nodded, "might take me a week or two."

"Alright," Flash had a feeling that would be more useful against Applejack. Considering her super strength, they probably wouldn't be able to hold her for long. So using that on her would be preferable. But until then, they'd focus on the weaker of their two targets. "So, how're we gonna get Rarity."

"I've actually been thinking about that," Twilight told him. "I think I might have an idea of how we can get her, but it's gonna take a lot of planning so Applejack isn't any the wiser."

"Ooh," Pinkie said, "you wanna be sneaky Sci-Twi."

Twilight smiled, "just a little bit."

"So what's the plan?" Rainbow asked.

"Simple," Twilight replied, "Flash is gonna throw a pool party." The others were confused by this, but they couldn't ask where she was going due to the sound of light snoring that filled the room and made then turn to see Sunset had fallen asleep.

This made them all smiled and decided to wait until she was awake before Twilight told them her plan.