Later that night, at Alfea, the remaining Winx were turning in for the night, heading to their bedrooms to get a good night's sleep.

While the others had returned hours ago, only Blomm, Flora and Aisha were still away.

As Valtor and Bloom arrived at Alfea, Bloom's thoughts were still back in her Master's bedroom, standing naked before him and seeing that on the bed, Valtor was joined by the naked forms of her friends, all calling for her to join them in pleasuring their beloved Master.

But shaking her head, Bloom knew she had a job to do Bloom opened the entrance to Alfea.

"We should have no troubles with my friends for now." She said, turning around as her Master, Valtor, walked up to her.

"Good work my sexy slave." Valtor said, the smirk still on his face from seeing Bloom drifting off into her lustful fantasies about him.

"Follow me, my Master." Bloom said, remaining close by Valtor's side as she led him through the room and to the other Winx.

Stepping out of the shower, Tecna sighed as she dried her naked body with her towel and began to head towards her room, not caring she was walking around naked, for her friends had already seen her without clothing on and she was quite comfortable with her body.

Her eyes closed as she sighed contently, Tecna walked down the hallway to her room as she commented out loud. "Nothing like a nice relaxing shower."

The next moment, however, Tecna stopped and let out a yelp of surprise when she ran into something, causing her to open her eyes, only for them to focus on a mysterious light.

'What is this? It's... like..." Tecna tried to think as her eyes were locked on the spells light, before her eyes glazed over and shut half way, while her body relaxed, letting go of her towel as it pooled down her body, revealing her breasts, tone body, and shaven pussy.

Smirking at the combination of seeing Tecna both naked and under his control, Valtor circled around Tecna, taking in her naked form, before Valtor moved his right hand down and gently caressed Tecna's ass cheeks, giving them a squeeze.

"I was right, she does have a nice ass." He commented with a smirk.

After feeling Tecna's supple ass, Valtor then reached around and began to massage Tecna's breasts, the girl continued to stare forward, with Valtor continuing to smirk, before desiring more from his latest slave as he then leaned forwards and whispered into her ear. "Tecna, you are my slave, you mind and body exist to serve and please me. You must obey me, you will obey me."

"Yes Master... I will obey..." Tecna replied in a distant tone, making Valtor smirk, not only from Tecna submitting to him, but from seeing Bloom came up in front of Tecna and look at her Master with a sly smile.

"I knew you would like her. Tecna has such a sexy body." Bloom commented as she eyed her former friend's naked form with lustful eyes, making Valtor chuckle as he watched Bloom, before he said. "Patience my pet, you'll have fun with her soon."

"For now, where is Musa's room?" Valtor then asked.

"Musa's room is this way." Bloom said as she pointed to a door, earning a sly smile from her Master.

"Very good, then follow me, my pets." Valtor instructed as he walked down the hallway, earning nods from the pair.

"Yes, Master." Bloom and Tecna then said in unison, though Tecna's response was more distant compared to the lustful tone of Bloom's, to which Bloom then smirked, knowing after a night of pleasure and a little re-education, Tecna would see things her Master's way, as would the rest of her friend's.

Arriving outside the of Musa's bedroom, Valtor slowly opened the door and saw her dressed in just a red colored nightgown, which consisted of a blue veiled top, showing off a matching bra underneath, and matching panties, as she slept in her bed, which made Valtor smile at seeing how content and happy Musa looked, as well as the plans he had for her.

But before Musa was to serve him, he turned his attention to Tecna, where he took her by her right hand and lead her to her bed and began to have a little fun with her, claiming her lips in a deep and lustful kiss, while his hands roamed around her body.

As Valtor continued making out with Tecna, feeling around her body, namely her breasts, Bloom watched on with a smile, not only happy to see her Master pleased, but thanks to him opening her eyes, she felt more open with her sexuality, she was looking forward to having her turn, not just with her Master, but also with her friends.

However, Valtor broke from his attention upon Tecna when he heard a soft moaning coming from the other bed, leaving Tecna staring blankly at him, while Valtor smirked as he looked upon Musa, seeing she was starting to wake up.

"Wha...? Who... who's there...?" Musa asked as she began to wake up, opening her eyes, where she fell silent and all thought left her head as she found herself staring at a mysterious light unable to do anything.

"That's it, keep your eyes on the light. Let everything but my voice be the only thing you focus on." Valtor instructed, smirking as he could see Musa taking in his words, leaving her open to his suggestions. But before making her a slave as he had done to Tecna, Valtor looked over at Bloom with a sly smile and asked. "Bloom, can you show Tecna the pleasure of serving me while I tend Musa?"

"Gladly." Bloom replied, matching the slyness of her Master as she slipped off her clothing, revealing her naked body to her Master and the entranced forms of her friends, before walking over to Tecna, placed her hand under her chin, lifted her head up to meet her gaze and claimed Tecna's lips in a heated kiss.

And continuing to kiss her, Bloom placed her hands on Tecna's shoulders, where she lowered her on her back, climbing on top of her as she continued making out with her, moaning in Tecna's mouth as she felt her breasts and pussy press and rub against her brainwashed friends.

Breaking from Tecna's lips, Bloom, following her Master's commands and feeling her arousal increase, turned around, moving herself into a sixty nine position, where she gazed at Tecna's pussy, which was getting a little wet, while Tecna stared up at Bloom's, seeing hers' needing stimulation.

"Tecna, you will do exactly what I do." Bloom then commanded, smiling as she looked over and saw Tecna mindlessly nod in reply, before the redhaired turned her head back down, pushed her tongue into Tecna's folds and began licking at her vagina, which filled Tecna with pleasure, not that she responded to it though.

But feeling Bloom pleasure her, it caused Tecna to act on Bloom's command as she let her tongue out and pushed it into Bloom's waiting cunt, which made her moan in Tecna's crotch at the pleasure she felt.

"That's it, Tecna... keep going... Keep pleasing your Mistress..." Bloom moaned, removing her face from Tecna's pussy to comment.

"Yes, Mistress Bloom..." Tecna replied in a distant tone, continuing to lick at Bloom's vagina, filling both girls with pleasure as both licked at the other's pussy.

While Bloom and Tecna remained in their sixty nine position, pleasuring each other, Valtor had his attention focused entirely upon Musa as he used his power to brainwash her.

"Musa, listen to my voice. I am your Master, you are my slave. You exist solely to serve and please me. You must obey me. You love to obey me." Valtor instructed the newly entranced fairy, while Musa simply nodded her head.

"Yes Master... I will obey you... You are my Master and I am your slave... I love to obey..." Musa replied in a distant voice, not even caring as Valtor began to massage her right breast through her nightgown.

From Musa submitting to him, Valtor smirked victoriously and slyly, removing his hand from her breast and looked over at Bloom and Tecna, still in the middle of their pussy licking.

"Bloom, stop for now." Valtor commanded, Bloom obeying her Master, looking at him with curious and longing eyes.

"I want Tecna and Musa to pleasure me before I make them like you are now." Valtor then explained, causing Bloom to smile slyly and nod.

"I know after a night with you, they will see the error of their ways." Bloom said in reply.

With Bloom on the side, watching with lust, Valtor then looked down at Tecna, who was still lying on her bed, before looking at Musa and instructed. "Musa, strip naked, then lie back down on the bed."

"Yes Master..." Musa replied as she sat up and pulled her night gown veil over her head, throwing it to the side, before reaching behind her and unclipping her bra, giving her new Master a nice view of her breasts.

Musa then slid her panties off and threw then to the side before lying back down on the bed, staring at the ceiling, while Valtor got a nice view of her wet and shaven pussy.

After taking in Musa's naked form, Valtor then looked at Tecna and said to her in a commanding tone. "Tecna, go and lie down on top of Musa."

"Yes Master..." Tecna said in reply as she got up and got onto Musa's bed, with both Musa and Tecna moaning slightly as both felt their breasts and pussies rub against one another.

And with both in position, Valtor smirked, removing his outfit entirely, before he joined the pair, getting into his own position as he moved behind the pair, caressing both of their legs as he spread them, before placing his hands firmly on Musa's legs and pushed his cock into her waiting pussy, causing her to moan loudly at the great amounts of pleasure she felt.

"Oh... Master... Master..." Musa moaned out as Valtor continued to fuck her, thrusting in and out of her, filling her with all eight-inches if his member, before removing his cock and pushing it into Tecna's pussy, causing her to cry out in pleasure, feeling similar pleasure that MUsa and Bloom had experienced.

Meanwhile, as Valtor continued to make love to Tecna, Bloom watched the scene with great interest and lust, moaning as she pleasured her own body, with one hand massaging her breast while the other fingered her pussy, finding herself getting aroused not only from seeing the form of her naked Master, part of her longing for him to ravish her again, but also seeing him pleasuring and dominating her friends was also turning her on.

'That's my Master. Make them beg for it.' Bloom thought with a sly smile, continuing to pleasure herself as she watched Valtor continue, switching between Tecna and Musa, and filling both with great amounts of pleasure.

After a long and pleasureful amount of time, switching between the brainwashed girls, Valtor, inserting his cock back inside of Tecna and thrusting into her, leaving her mind a haze of pleasure, made her continue moaning, submitting to the one she once saw as an enemy.

However, after several more thrusts, Tecna felt her release coming as she began to say. "Master... I'm so close... so close..."

"Then cum... cum for me then, Tecna..." Valtor groaned in reply, he too feeling he was close to having his climax, causing Tecna to arch her back as she let out a cry of pleasure, her climax hitting her as she came all over her Master's cock, with some of her sexual fluids spilling onto Musa's body not that either minded.

Finished with Tecna, Valtor then pulled his cock out of her and quickly inserted it back into Musa's pussy, causing her to cry out in pleasure as she too felt her climax approach, causing her to cry out for release from her Master, which Valtor gladly gave her as he came, filling the brunette with his seed and causing Musa to cry out as she had her orgasm, leaving her and Tecna in position, panting for air, while dazed smiled appeared on their faces.

A moment later, recovering enough energy from his release, Valtor rolled Tecna off of Musa, with both girls lying next to each other, Valtor once again started his spell, placing both heroines under his influence and leaving both open to his suggestions and commands.

"Are you two ready for a great change?" Bloom asked as she joined in, wrapping her arms around Valtor's body from behind, smiling at seeing Tecna and Musa nod at her words, as well as her teasing her Master as her breasts rubbed against his back.

Valtor smirked at Bloom's antics, before focusing on his new slaves, ready to brainwash them as he had Bloom.