The damp leaves of the forest's floor squished under Fluttershy's hooves as she crept along, trying desperately to not make a sound. Really, she wanted nothing more than to find some nice, cozy hiding spot to curl up in, but the fear of what might be in such a hiding spot kept her moving. Besides, Twilight had told them to try and make their way to the Castle of the Two Sisters.
After Rainbow Hadn't come back from fixing the bridge, the five remaining ponies had tried to look for another way across. But the ground beneath them had suddenly collapsed, separating them. That had been what felt to Fluttershy like a half-hour ago, and she had been walking ever since. She still hadn't encountered any of her friends.
A rustling in the leaves above her made her jump, leaping towards the nearest tree and ducking behind it for safety. She slowly peeked out when no more noise came. She saw nothing but trees and bushes.
"M-must have just been the wind... o-or a cute little bat.." she whispered.
After a few more seconds of silence, she began to leave her hiding place, moving as quietly as she could.
Another noise sent her darting back into it.
"Fluttershy..."
Fluttershy's pupils shrunk to pinpricks. Unbidden, her heart began to hammer against her chest.
"Fluttershy..." came the haunting voice again, drifting through the branches like a bank of fog. The voice almost sounded familliar.
"Fluttershy..."
It was much closer now; it sounded like it was coming from the other side of the tree. Fluttershy didn't want to look, she really didn't. But she had to.
Slowly, quietly, she inched her head around the side of the trunk...
A pair of glowing yellow eyes stared back at her, inches from her face.
"Aaah!" she screamed, jumping back and scrabbling away as quickly as she could, stopping only when her back bumped up against another tree trunk.
The yellow eyes continued to glare at her from the darkness. A laugh, cold and cruel, filled the air. Fluttershy couldn't shake the feeling she's heard it before.
"W-w-who's t-there?" she stammered out.
"What, don't you recognize me?"
Now she knew who's voice it was. Not that it mattered, as immediately after the figure stepped forward into the moonlight.
What Fluttershy had seen as eyes were actually a pair of yellow-tinted flight goggles, angled into a permenant glare. The body of the pony was covered by a black and purple flightsuit which shone in the light, a skull marking its flank.
But there was no mistaking that rainbow mane.
"Rainbow Dash?" Fluttershy shot to her hooves, running forward and tackling her with a hug. The suit was cold and slick against her fur.
"Rainbow! You're okay! I was so worried when you didn't come back!" She pulled out of the hug. "Rainbow, what happened? And what's this suit?"
Rainbow grinned. "It's my new uniform. Pretty awesome, huh?"
"Uniform?"
"That's right," Rainbow said. "My queen gave it to me."
"Y-your queen?" Fluttershy stammered, taking a step back. Something wasn't right.
"Yep! I'm her loyal shadowbolt, now." Rainbow took a step towards her.
"She showed me what I could be, what I was always meant to be..."
Fluttershy took another step back, and Rainbow matched it.
"All I had to do was give in..."
"Rainbow, you're scaring me!" Fluttershy shouted. "What's going on?"
Rainbow reached up and pushed the goggles up onto her forehead. She looked deep into Fluttershy's wide eyes.
"And obey."
Rainbow's magenta irises flashe blue. Fluttershy suddenly felt very weak. Her fear melted away, her hammering heart slowing to a more sedate pace.
"What... what's happening?" she said.
"Come here, Fluttershy," Dash said, beckoning her with a hoof and a grin. Much to her own surprise, Fluttershy obeyed the command, her legs carrying her forwards towards Dash.
"My queen gave me some of her power," Rainbow said as she took hold of Fluttershy in her hooves. Fluttershy shivered at the colf touch of the material as Dash guided her into a sitting position, her back leaning into Rainbow's rubbery chest. Their tails spread before them, Dash'r rainbow hairs entwining with Fluttershy's pink.
"She'll give some to you, too, when you submit yourself to her."
"Rainbow, I don't understand! What are you talking about? What Queen?"
"Nightmare Moon!" Rainbow said, her voice filled with pride. Fluttershy gasped. "My queen—and soon, she'll be yours, too!"
Fluttershy opened her mouth to say something, but was interrupted but Rainbow's next command.
"Spread them," she said, tapping on Fluttershy's flank. Obediently, her hindlegs began to open. She tried to fight it, to force them closed, but it was like a fog had surrounded her mind, stealing her control over her own body. All her efforts served to do was make her tired.
"Good girl, Fluttershy," Rainbow said.
"P-please, Rainbow!" Fluttershy pleaded. "This isn't you!"
"This is me, Fluttershy." Rainbow's hoof reached around sliding across Fluttershy's side and stomach, gliding down towards her open legs. The smooth, icy touch made her shiver again.
"This is who I was meant to be. My queen taught me that. And now, it's my turn," her hoof crept lower, lower, "to teach you!"
Rainbow's hoof reached her slit and began to work at it, running up and down, up and down, stroking and playing. Fluttershy gasped at the touch, then began moaning in time with the movement.
"Ah... ah..."
Feels good, huh?" Rainbow said. Fluttershy could feel her breath, warm and quick, against her neck.
The hoof stopped.
"I asked you a question, Fluttershy."
She tried to say no, but whatever Rainbow had done to her took hold of her tongue and answered for her.
"Y-yes!"
The hoof resumed its motion, faster and harder than it had before.
"Great! But no coming until I say so, got it?"
"Yes, Rainbow Dash!" the spell said for her.
"Good girl."
Rainbow kept at it, her suited hoof slick and dripping with Fluttershy's juices. Fluttershy could feel her body edging towards climax, but it never quite reached it, leaving her just barely away from release. Her body burned and ached with desire as Rainbow's hoof continued to pleasure her, making it more unbearable with each pass.
"This is the power of Queen Nightmare Moon!" Rainbow said. "This is our queen's love! This is the pleasure of obedience to her!"
"Ah! Ah! Yes!" she cried. The feeling burning inside her made it hard to tell if it was her or the spell talking. She didn't care.
"This is the pleasure of being her servant!"
"Yes!"
"This is the pleasure of loyalty to your queen!"
"Ah! Yes!"
The pressure inside her built and built, drowning out everything else with the need for release. Her hips began bucking against Rainbow's hoof, trying for an orgasm she wasn't allowed to have. The pain of ecstasy consumed her.
"Who do you serve?" Rainbow asked.
"Queen Nightmare Moon!"
"Who do you obey?"
"Queen Nightmare Moon!"
"Who are you loyal to?"
"Queen Nightmare Moon!" she shouted at the top of her lungs
"Good!" Rainbow shouted. "Now, come for her, Fluttershy!"
Fluttershy did, shaking and crying out in joy as she orgasmed at last. Rainbow stood up, letting Fluttershy collapse onto the forest floor, her legs outstretched and lungs heaving.
Rainbow lifted her wet hoof to her mouth and licked Fluttershy's juices off of the smooth black material, gazing down at her all the while.
"Rest up, Fluttershy," she said. "Soon, you'll be meeting your queen."
The flight to the Castle of the Two Sisters hadn't taken long; Rainbow had led the way between the dark trees, Fluttershy following closely behind. The crumbling castle stood large and foreboding, nestled amidst the fog.
The two entered through a window, coming into a long hall. At one end, cast in shadow, sat an ornate stone throne, and upon it sat the queen of the night herself.
Rainbow landed before it, prostrating herself to her queen. Fluttershy did the same, keeping her head low.
"So, you've returned, my most loyal servant." Nightmare Moon said. "And you've brought back another, I see."
"Yes, my queen," Rainbow said, her body still pressed to the floor. "As you ordered!"
"Good work, my shadowbolt." Her slit eyes turned on Fluttershy.
"Fluttershy. Come forward."
She rose, eager to obey the command, though her legs trembled. She approached the throne.
Nightmare Moon stood, climbing off her throne and strolling towards the quivering pegasus on her long, slender legs. She walked a full circle around her, looking up and down her body.
"You are quite beautiful, Fluttershy," The pegasus blushed.
"I witnessed what you accomplished with the manticor, how you easily tamed the ferocious beast with only a few words. There are many more monsters in this forest, monsters that would make fine additions to my armies. Your gift would serve us well in bringing them under my command."
"Yes, my queen," Fluttershy said.
"And yet," Nightmare Moon continued, coming to a stop before her, "You are weak. You are too kind, Fluttershy, too timid. You are a coward."
"I'I'm sorry, my queen." The dismissal brought her close to tears, and she hung her head in shame.
Nightmare Moon caught her chin with a hoof, tilting it up until they were looking into each other's eyes.
"No need for that, now. Fluttershy, what do you desire most?"
"To serve you, my queen!"
"Good," she purred. "Who do you belong to?"
"You, my queen!" Fluttershy answered.
"But you don't yet, do you?" Nightmare Moon said. "When Rainbow Dash became my shadowbolt, she gave herself to me completely. I bestowed upon her a mark of loyalty, making her mine in soul, as well as body and mind. She is mine in the totality of her being. You are not mine yet."
She leaned closer, her the gleaming fangs of her smile only inches from Fluttershy's muzzle.
"But you could be."
"...Please..." Fluttershy said.
"Yes, Fluttershy?"
Fluttershy looked into Nightmare Moon's eyes and smiled. She stepped back, turned around and presented herself to her queen, her nethers already moist with anticipation.
"Please, my queen... Make me yours!"
Nightmare Moon grinned.
"With pleasure."
The ethereal cloud of her mane whipped out, four tendrils taking shape and twisting up Fluttershy's legs, another pair taking hold of her wings. They lifted her into the air without protest, spreading all six appendages apart. More came forth, one grabbing her tail and yanking it up and out of the way, while another wrapped gently around her throat before slipping up her face and covering her eyes.
She hung there, every part of her body held in Nightmare Moon's frigid grasp. She couldn't see, she couldn't move; all she could do was wait in the tentacles' icy embrace.
And then it began.
Something brushed against her lips; she eagerly opened them, inviting it inside. It entered, forcing its way down her throat as she caressed it with her tongue. and lips.
At the same time, more tendrils pushed their way into her ass and her dripping pussy, their girth stretching her and making her moan into the member in her mouth. They began pumping, in and out, alternating orifices, rocking Fluttershy's entire body with each motion.
Nightmare Moon's voice called to her in the darkness.
"You are eager, aren't you?"
Fluttershy couldn't answer, busy as her mouth was.
"But, as I told you, you are weak. I cannot allow weakness in my servants. I cannot use you as you are," Nightmare Moon said.
"So, I will just have to fix you."
A fountain erupted withing Fluttershy's head, thoughts and images flowing into her, more coming with each thrust into her.
"Your kindness."
Images of her ordering a manticore to attack a platoon of royal guards flooded her mind. She saw herself standing over the carnage, laughing at the soldiers' pain. It seemed wrong, somehow, but the pleasure distracted her, ruining her focus and letting the thoughts seep in. When she focused on them again, they felt right. Why had she thought otherwise? This was who she was meant to be.
"Your cowardice."
Visions of her riding into battle against her queen's foes, an army at her sides. The pleasure overwhelmed her again, a particularly stron thrust into her ass sending her shouting into her moving gag.
"Your timidity."
Her, barking orders, hurting any who disobeyed, enjoying it. She liked what she saw.
She could feel the orgasm coming.
"All gone," Nightmare Moon whispered into her ear. "Now, you are perfect. Now, I can make you mine."
The motions of the tentacles sped up, bringing her closer to climax even as a sharp pain lit her flanks. She knew what it was; her queen was branding her, finally taking away the last part of her that didn't belong to Nightmare Moon, making Fluttershy hers completely. She would serve her queen forever. It was her destiny.
The thought pushed her over the edge, and she shouted as she came even harder than she had to Dash's hoof earlier. The tentacles retreated, her fluids trailing and spilling out after them. The one covering her eyes uncurled too, unwrapping itself from her head and neck as the one in her throat slid out. She drooped, gasping for breath as she was lowered gently to the ground.
She could see Rainbow off to the side with her own hoof between her legs, and it almost made her smile.
Fluttershy groggily twisted her head around to look at her flanks. Her butterflies were no more; in their place, a trio of bats encircled by a ring of spikes.
Something wrapped snugly around her neck and clicked shut. Probing it with a hoof, Fluttershy found it to be a spiked collar, a match to the one on her flank.
"You are mine now, Fluttershy," Nightmare Moon said. "Mind, body, and now soul. Forever."
As she fell into unconsciousness, Fluttershy knew she would want it no other way.
