Flutterbat Sucks an Apple Dry

Rarity grimaced as she trotted, cautiously avoiding puddles of mud with each step. Her disgust was evident every time her hooves touched the ground, making awful squishing noises as they made deep indentations in the surface.

This place was so mucky… so filthy… Why did she have to be here anyway? Of all the ponies gathered in the orchard tonight, she was the least likely to be helpful, but yet, here she was, walking through the glade of ruined apple trees, defenseless. How was this a good idea?

But even as she asked herself that, she knew that Fluttershy needed assistance, and even if it was unlikely she could to provide it, she felt obligated to be there for her friend. Her loyalty demanded such.

And so, here she was, vulnerable as she slowly made her way through the dark trees. She didn’t know what would happen this night, but she was sure nothing good could come from such a horrid atmosphere.

Fear, anger, and confusion rushed through the unicorn’s mind, the whirlwind of emotions forcing her mind into a haze.

The atmosphere didn’t help. The tree branches tangled together, obstructing the dark, cloudy sky, as thick fog set low into the woods, allowing very little light to penetrate to the ground below. Rarity could only see because of the slight glow of moonlight, hardly enough to see her way past her muzzle.

As if to make the dark orchard even more mysterious, strange haunting sounds Rarity emanated from the trees around her. Ghostly shrieks echoed through the branches, as the trees groaned and swayed in the wind, intensifying the terror she felt in her gut.

This ambience slowly ate away at Rarity’s sanity, making her regret splitting off from her group of companions. She’d much rather be facing such a ghastly atmosphere with the comforting presence of her friends. Together, they could conquer any foe, but separated, cold, and alone…

It would be enough to make any mare scream. Splitting up made the five ponies vulnerable targets, so the plan made very little sense in hindsight. She could only hope that nothing bad had happened to her friends yet, and that nothing would happen to her.

She was slightly comforted by the fact that Rainbow Dash had responded to her scream earlier, despite the fact it was unnecessary. It showed that there was still a chance somepony would come to her aid if she encountered trouble.

She hadn’t seen Rainbow again for a while, though, and she could only wonder if the pegasus was still watching over the orchard. That small hope was the only thing keeping her from losing her mind.

What Rarity didn’t know was that Rainbow wasn’t the one watching.

Hanging from a distant tree limb, looking down at the clueless white mare with a burning gaze, Fluttershy smiled to herself.

“I’ve found you…” She whispered, her pointed fangs catching the moonlight as she prepared to swoop down on her prey. The thrill of the hunt made her shiver in anticipation, as she watched Rarity trot onward, taking the time to sidestep mud puddles, probably in an attempt to keep her prim and proper appearance.

As if that will last long with me around…

The soft noise of Rarity’s hooves trailed off as the unicorn continued to move onwards, unknowingly approaching the limb that the bat pony was hanging from, and the predator that wished to feed on her blood.

As Rarity trotted on, she suddenly let out a squeak of disgust as she accidentally stepped in a particularly deep patch of mud, her hoof sinking deep into the grime, immobilizing her.

Seeing her chance, Fluttershy spread her leathery yellow wings, flapping them into action as she let go of the branch, and swooped down towards her target.

The sudden impact took Rarity completely by surprise as a yellow bat pony grabbed her, knocking the wind out of her. One moment, she could feel the earth underneath her, and the next, she couldn’t tell which direction was up, as strong hooves wrapped around her body and hoisted her into the air, huge unnatural wings flapping powerfully as the ground grew further and further away.

Rarity screamed loudly as she was taken, her hooves now flailing against empty space. She struggled, but it did little to stop the bat pony from forcefully snatching her up with a powerful swoop. Trees sped past her vision as she was carried away from the orchard.

Scared out of her mind, Rarity looked up at her captor.

There, she saw the face of her friend, Fluttershy, distorted from the kind, loving pegasus she knew into a snarling, bloodthirsty monster.

She screamed again, struggling madly against the hooves that gripped her.

Fluttershy let out a violent hiss, angered by her prey’s attempt to escape. Struggling to keep her grip on the flailing pony, she was forced to slow her air speed slightly to make sure she didn’t lose her hold.

Rarity’s hooves battered her sides, their strikes coming now with more accuracy and strength, as she began to realize aimless flails would get her nowhere. This only made it harder for Fluttershy to hold on to her. Feeling the strength in her legs begin to wane, she growled, her prey seeming to become heavier and heavier, making every effort to escape all the while.

Fluttershy grunted and groaned, taking hit after hit. Her supernatural strength might not be limitless, but she knew it had to be enough for this. She continued to fly, her wing movements becoming more and more awkward as she began to lose some of her control… It wouldn’t be long until they made it to her intended destination. Just a little further…

She wouldn’t let go. She couldn’t lose her prey now…

But then, in a focused final effort to force her captor to release her, Rarity’s horn lit up, a magical aura forming around the appendage. Her eyes shut tightly in concentration, the white unicorn forced as much energy into her spell as she could muster, putting her all into a final, desperate measure.

A brilliant white ray of pure light erupted from the horn, filled with just as much radiance as Celestia’s sun on a clear day.

The spell had an instantaneous effect on Fluttershy, as she let out a shriek of pain, her powerful wings, previously flapping with powerful beats, suddenly lost their pattern, moving off-kilter. She began to sway, spinning out of control as she screeched loudly for the entire world below to hear.

“Gyaaaaaah! I’m burning! What have you done?!”

Yellow and white limbs thrashing violently against each other, the two ponies tumbled through the air, rocketing to the ground below.

The world spun in Rarity’s vision, as she continued to channel her energy into her spell. It was a simple light spell that most unicorn’s could use, and she had doubted it would actually affect her transformed companion, but now, seeing it working, she placed all of her hope into it. With the last of her energy, she thrust her forelegs at Fluttershy’s chest.

Feeling her hooves meet the bat pony’s yellow fur, she felt the hooves holding her give away, as she and her predator separated in mid-air.

A few moments later, Rarity plummeted into the treeline, feeling leaves and branches alike hitting against her fur as she fell through it, the foliage giving way before she found herself hitting the ground.

She felt the impact send painful vibrations through her entire body as she hit grassy earth. Rarity could feel her ruined coat and mane, former perfection changed into a muddy, unglamorous disarray, but at least she knew she wasn’t to be part of whatever Fluttershy had planned. Battered and bruised, she shivered in the cold, as she forced herself not to picture what the bat pony might have done if she hadn’t tried the light spell.

Rising to her hooves, Rarity glanced at her new surroundings. This was far from the apple trees of the orchard, though the eerie atmosphere remained. A thick fog masked the foliage around her, gathering into unnatural clouds.

Rarity cautiously stepped forward on uneven hooves, stumbling a bit before catching herself. She had to get away from here, or Fluttershy might find her again. She had to find somewhere safe…

Catching herself before taking another step, Rarity froze on the spot.

The clearing in front of her was filled with familiar blue flowers, just inviting her to take another step, and to walk into the sea of petals.

Poison Joke…

Shivering at the memory of the plant’s traumatizing effects, Rarity quickly shifted her course, and began moving in another direction. Remembering last time she had touched the flowers, she knew she didn’t want to be pranked by the mischievous effects ever again, and most certainly not tonight.

As unsettling as the flowers were, even more horrifying is the revelation their presence gave Rarity.

She had been carried to the middle of the Everfree Forest in the peak of night… and had no idea how to get back to Ponyville.

Rarity whimpered quietly to herself. Today was going to be a bad day for fabulosity.

She moved slowly and cautiously through the forest, constantly checking where she was stepping. Anything was better than being in that beast’s clutches… but the Everfree was a close second as far as dreadfulness went.

She crept between the trees and strange plantlife, ears pricked and alert to any sound, jumping occasionally from the ambient noises. Her paranoia at its absolute peak, Rarity felt just about ready to bolt in panic, regardless of the risks it might entail.

Then, as she felt her fear rise to its climax, she saw a small sliver of moonlight cut through some trees ahead of her.

Distorted by fog and the foliage ahead, Rarity could just make it out, but it was all she needed to see to feel instantly relieved. Was it an exit from this horrid forest? She dashed forward, pressing aside ferns, as the sliver of light expanded, growing brighter as the treeline thinned…

After what seemed like an eternity of galloping, she stood before one of the few places in the Everfree she actually recognized.

The palace of the two sisters.

The stone walls, crumbling apart in some places, but still standing regardless, towered above her. Statues of ponies that had died long ago lined the balconies and roof, adding creepiness to the ancient architecture.

Briefly considering her options, Rarity quickly concluded that the castle would be safer than remaining alone in the forest. She’d survived a night within the crumbling halls before, and she could do so again. Even if it looked extremely creepy as the moon loomed menacingly behind its silhouette, at least she knew what she was getting herself into…

Hopefully.

Trotting up to the front door, she lifted a hoof to the faded wood, pushing it open with a rusty creak. As it allowed her entrance, she quickly shed some light inside, revealing the interior of the shadowy manor with her glowing horn.

She stepped into a long entry hall, torches hanging along the walls, but all out. The stone was old, moss gathering in the cracks that lined the ancient walls. Its stairways and arching doorways were accentuated with huge statues, and long tapestries depicting the glory of the former alicorn residents.

As the door shut behind her, she felt much safer, closed in by sturdy, if unfamiliar walls.

Of course, she would still have to watch her step. If her last venture here had taught her anything, it was that the ruins were still full of active pitfalls, secret passages, and traps.

Using her magic, she cast a glowing beam inside the structure, looking over its contents carefully before moving forward. Cautiously, she trotted through the abandoned structure, intent on finding a room suitable to take shelter in until dawn, when it would be safe to return home.

Her hooves made sharp clip-clop noises as she entered, their ghostly echo the only audible sounds throughout the interior. Every time the sound came back to Rarity, it was distorted into a beating noise that made her fur stand on end, her nerves getting the better of her.

Though this atmosphere frightened her in so many ways, she knew she was safer here than outside, at the mercy of the elements and hostile creatures. She desperately wished that her friends could be with her, though, like every other time she had visited these ancient ruins.

Picking a doorway at random, she moved deeper into the heart of the structure. At first, the rooms she passed though seemed familiar, as she shone her magical light on the old furnishings. She recognized a flag she had helped restore, hanging on a display, and noticed a pressure plate that she knew opened up a hidden trapdoor.

As she moved on, however, she eventually found herself knowing less and less of her surroundings, as she moved through the very heart of the castle. Ascending a long stairway, Rarity couldn’t help but feel uncomfortable yet again, as she trotted forwards at an anxious pace.

Rarity looked around as she trotted around a corner. Cobwebs were scattered about the entire area, indicating a large amount of spiders in close proximity. Rarity grimaced. Even if they were harmless, the arachnids were hardly something she wanted near her as she slept. Turning about, she set off to find another, less creepy room to stay in.

Traveling the abandoned halls, Rarity inspected every room in her path, finding each one unsuitable, for a variety of reasons. One was too dusty, another completely unfurnished, and one even housed a pony skeleton, driving Rarity to further doubt her decision to enter this horrid castle. Any bedding she managed to find was worn away with the years, completely ruined and useless.

Was there anywhere here that might live up to her standards? Every room she entered seemed to be worse than the last.

Every room, that is, except one.

When Rarity laid eyes upon the last room in the castle, at the top of the highest tower, she gasped in surprise.

Everything looked brand new. With not a single cobweb to be found, nor a single crack in the stone walls, the beautiful room was decorated with curtains of royal purple and thick carpets of passionate crimson. A wooden wardrobe, a tall, crystal mirror, and a large, elegant bed made it seem almost like home.

Rarity could hardly believe her luck. This glorious place must be the master bedroom, suitable for a princess. Considering a beautifully painted portrait of the alicorn sisters on the eastern wall, she didn’t doubt that they themselves might have spent many nights here.

Yes, this was it. This was the place she would spend the night. It was perfect!

She walked slowly to the center of the room. Lit candles hung from the ceiling, filling it with a warm, inviting atmosphere. As her hooves trod over the carpet, it softened the sound of her steps, unlike the hard stone floor everywhere else in this castle.

Briefly looking herself over in the mirror, Rarity sighed at her disheveled mane, mud-smeared fur, and horrid appearance. There was nothing she could do about it, however, so she quickly turned away.

Looking over the room a few more times, just to be sure it was safe, she eventually found the long, sleepless night weighing heavily on her, and decided to rest now. She could think of no safer place in the castle to settle down, so she quickly set a chair against the door, making a half-hearted barricade, and flopped herself over onto the majestic red sheets of the bed. Relaxing her tired and dirty hooves, she set her head down on the soft pillows, closing her eyes…

For a moment, she could feel the tension in her aching body relax as her mind found peace, knowing she could rest easy until morning…

Then, she heard a soft click from under the sheets, as if she had unwillingly triggered a hidden mechanism.

Instantly, she felt strange, ancient devices set into motion beneath the soft mattress, serving some unknown purpose. Rarity’s mind jarred back into motion, as she panicked, sure that she wouldn’t like whatever was happening.

But before she could react, she felt cold metal touch her legs, latching onto her hooves and restraining them. Their touch was forceful, not caring at all for her comfort as she felt the ancient trap catch her.

Glancing to her sides, she saw strange, yet sturdy beams extending from the sides of the bedframe, with steel cuffs on the end to hold her hooves. The mare struggled against them, but found it to be no use, her physical strength no match for the restraints. Powered by a strange magic, the device seemed to sense her resistance, and only pulled her hooves further apart, leaving her ever less room to move, until she was completely helpless, her front and back legs spread across the surface of the bed, and her body stretched across it.

Of course the room was a trap, Rarity thought, swearing to herself. It had seemed too good to be true, and now she knew it had been so. Unable to move, no matter how much she struggled, she tried to use her magic to free herself, but she could feel something about the newly activated device stop her, sapping any energy that she channeled to her horn away from her.

Cursing her thoughtless decision to relax for even a moment, Rarity was now trapped here, locked in a room that nopony would think to look for her in, in the middle of a forest any sane pony avoided. How was she going to get out of here now?

And so, Rarity could only lie there, shuddering, gazing up at the ceiling. She’d thought herself safe, and in a moment of weakness, fallen into a cruel trap. She had to wonder who’d set it… and why they might clean and restore just this one room. Rarity cursed her own stupidity for falling for such obvious temptation. She frowned, struggling weakly against the bindings.

And then, she heard it.

The sound of large, leathery wings beating against air.

Rarity’s mind raced, as the sound slowly and steadily increased in volume, as if somepony were approaching the open window, knowing of her precarious position.

A shadow fell over the room as a dark shape entered through the stone archway to the outside. The candlelight reflected off long, gleaming fangs as the figure grinned maliciously. Rarity felt her breath catch in her throat as her worst fears were realized…

It was Fluttershy.

Rarity was fucked.

Her stomach tied into a knot, Rarity’s struggles became frantic, though she realized that her demise was now inevitable.

Was this all part of her plan? she thought to herself woefully. What in Equestria is going to happen now?

She whimpered and braced herself for whatever new suffering she would have to endure, as the figure of the bat pony before her let back its head and cackled in triumph.

“Well, well, well,” Fluttershy said haughtily, “What have we here? A damsel in distress, trapped in the highest tower of a castle? What horrible monster could have done such a thing to you?” Letting out a sarcastically overdone gasp, Fluttershy mocked Rarity, driving her almost to tears.

“What’s that? You trapped yourself in here? Oh, what misfortune!”

Rarity winced at the taunting, hoping that there might be something, anything, that might help her escape from this torture, and whatever was to come.

She closed her eyes. The words her friend spoke pained her, but she could do nothing to deny that they were true. Gritting her teeth, she wished she had some retort, some way to defend her actions, but she could find none in the recesses of her tormented mind. The knowledge that the worst was yet to come only placed more pressure on her, reducing any attempts at words to stammering, and incomprehensible rambles. Recognizing her own terror, her sanity faded, as her face paled.

Her feeble efforts to remain calm only served to amuse Fluttershy as she toyed with her new prey’s emotions.

“What’s the matter Rarity?” the bat pony laughed, “Embarrassed? Shamed? About as much as that time you nearly disowned your sister? Or the time you were convinced that a rock was a diamond?” Fluttershy patted the unicorn’s forehead with a hoof as she watched Rarity’s cheeks redden.

“Yeah, you’ve really messed up this time. You saved me a lot of trouble though…”

Taking her time, knowing Rarity couldn’t escape, Fluttershy turned away from the bed, trotting about the small room and admiring the surroundings. She nodded approvingly as she looked over the lit candles, elegant curtains, and other features.

“You picked the perfect room too! I love the atmosphere. It almost makes me feel like those vampires from the old novels… I think I’d make a fine Count Trotula,” Fluttershy mused, seemingly deep in thought.

“I just need… Oh my…” She said, before rushing to the wardrobe and throwing it open. Upon examining its contents, she let out a laugh of happiness.

“Perfect!”

Reaching inside, Fluttershy pulled out a long, black cloak. The fabric flowing and light, it seemed like it were made for just this moment, just for Fluttershy. Along the inside, a bright crimson pattern showed through. Small holes in the fabric, just large enough for bat wings to fit through, were lined with a similar red fabric, making them comfortable as the bat pony slipped it on, allowing the flowing length to fall over her hindquarters.

Looking directly into Rarity’s eyes, Fluttershy grinned widely, showing off how well her fangs complimented her new attire, making her look as menacing as she might imagine a dark predator of the night.

Then, suddenly breaking her character, Fluttershy giggled, doing an experimental twirl like Rarity might on the catwalk, letting the cloak fan around her.

“Isn’t it just fabulous darling? I love the color, and it’s so comfortable! What do you think, Rarity?”

The white unicorn was surprised at how fitting the cloak was for such an occasion, but it was hard to put her feelings into words, knowing that whatever she said, she would be at this pony’s mercy, should she dislike her response.

“I have to admit, it definitely looks nice,” she said timidly, “But… I hope you’re not planning on doing any of the… things Trotula would do in a cloak like that.” She smiled weakly, hoping she could convince Fluttershy out of whatever she was planning.

“Oh… I plan to do all of those things… What kind of vampire would I be if I didn’t?” she said calmly, leaning her upper body over the bed and down at the restrained unicorn while licking her lips.

“Besides, I still need to get back at you for that little light show you put on…” She said, “You have no idea how much that hurt me.”

Remembering the screams she had heard as she cast that spell, Rarity shuddered. Had she only angered Fluttershy with that, so she might do worse things to her now?

Rarity gulped, terror rising as her dreadful fate was confirmed. She remembered reading about vampires in old novels from Twilight’s library, about seductive, enticing bat ponies who would drink the blood of high-class mares like wine, and revel in the wealth and strength they acquired from their victims. She never once thought the tales could be true… until now. Now, a real manifestation of depraved fantasies stood before her in flesh and blood, ready to take her for its own.

Only vaguely recalling the details of the scenes from the books, Rarity trembled as she imagined what was to come.

Fluttershy chuckled, “Mmmm… you’re looking forward to it, aren’t you? Don’t lie. Vampires are supposed to be romantic, seductive… you love such poetic things, right?” Leaning ever closer to Rarity’s exposed neck, she whispered into her ear in a soft, breathy voice.

“Have you ever thought of becoming one? I could take you right now… make you an immortal creature of eternal beauty, so you can keep your youth and elegance… forever…”

Feeling warm breath on her skin, Rarity couldn’t help but let the flowery words sway her thoughts.

To be forever young and lovely… It would be any mare’s dream… Perhaps if I just gave in…

No. That was just what her captor wanted her to believe. She couldn’t trust Fluttershy… could she?

Caught up in her internal turmoil, Rarity struggled against her bindings. Once again, she tried using magic, but managed only to have her horn glow lightly before fizzling out. Something was suppressing her abilities…

“No… I can’t…” She said between gasps for breath.

“You could,” Fluttershy whispered, her words sweet as honey. “Don’t let your mind keep you from the greatest gift you could ever receive… don’t hold yourself back… You want it. Deep down, you know you do.” As she spoke, she let her warm breath fall over Rarity’s neck, teasing the snow-white mare.

“But… what would all my friends think? I can’t just… ignore how they’d feel…” Rarity said between terrified shivers.

“Your friends will all be vampires too.” Fluttershy said, smiling viciously down at her with a hunger in her eyes, “Two of them, I’ve already turned… So of course they’ll accept you when you join them!”

Rarity looked back at Fluttershy in shock. Two of her friends had already become victims to this creature? How could she have let that happen? She loved her friends, and she could hardly stomach the thought of them being forced into a horrible situation, being taken advantage of, and transformed into monsters…

No. I won’t let this stand! she thought. My friends haven’t all been caught, and I need to stay strong, to resist this foul temptation!

Trying her magic yet again, Rarity put all of her energy into mustering as much light as she could. If she could only make a blast of sunlight like before, perhaps she could purge Fluttershy of her newfound evil, and stop this all now! Concentrating hard, she squeezed her eyes shut, panting with the effort…

But all she managed to conjure was a faint glow, flickering for a moment before slowly fading out.

“N-no… why can’t I…” Rarity stammered, panicked. How was this happening? Why wouldn’t her magic work?

“Who knows?” Fluttershy said, shrugging indifferently. “The ponies who invented these devices have been dead for centuries, along with their secrets. All I know is that they work…”

Looking back to her prey again, Fluttershy grinned, her fangs gleaming.

“…And as long as they work, that’s good enough for me. You’re bound, helpless, and now, I’m going to make you mine!”

“No… No! Please, just let me go!” Rarity screamed, but alone in the middle of the Everfree forest, there was nopony to hear her, no matter how loud she cried.

“Hmm… what to do first…” Fluttershy mused aloud, tapping her chin as she pondered her course of action. She sneered down at her terrified victim, as if looking over a meal.

Rarity’s mind was frantically trying to come up with some plan to escape, some way she could prevent this foul creature from claiming her for its own, but all that her horrified mind would allow her to do was struggle weakly against the mechanism holding her hooves in place, and whimper weakly.

“I can’t wait to have my way with you…” Fluttershy whispered seductively in Rarity’s ear. Leaning close, she pressed her tongue against Rarity’s cheek, and gave a long, slow lick down the side of her neck.

The terrified mare quivered at the unfamiliar tingling sensation, though she was powerless to stop it.

“Mmmm… you taste wonderful… Even better than I imagined…” the bat pony said, her voice laced with desire. “I can’t wait to move on…”

Her tongue worked its way downwards, past Rarity’s neck and down between her spread forelegs. Slowly, enticingly, it stopped to rest on her stomach, before making the agonizing journey lower, approaching her most sensitive areas.

Rarity, who was never very good at hiding her emotions, couldn’t hold in a gasp as she felt the warm, moist tongue arrive at her marehood and make its way over her folds in a slow, affectionate gesture. As it lifted off her skin, she exhaled, but a moment later, she felt it move back up her slit, and she moaned, letting her head fall back. Her hind legs pressed against their bindings, desperate to shield her nethers against this intrusion, but making no headway, Rarity could only vocalize her response as Fluttershy invaded her most sensitive assets.

The predatory mare stifled a giggle as she ignored her victim’s cries of protest and went in for another long lick, sliding her tongue over the slit, adding more pressure this time so that she began to descend to the inner folds. As soon as it was over, she licked again, starting up the mare’s vocalizations anew. Pressing deep, Fluttershy moved with precision, hitting all the most sensitive places, which sent a shiver through Rarity’s body. The taste was wonderful… and Fluttershy couldn’t wait to take this mare for her own.

Pressing her tongue in deeper now, Fluttershy began to get more and more of a reaction from Rarity, who was now openly moaning. The sensations felt strange to her, like nothing she could have imagined, driving her mind wild with confused arousal. She’d never expected her first time to be like this, and the thought of where it was leading only served to make her more desperate to escape.

Still, she could feel Fluttershy’s tongue working its way inside of her, her inner walls closing in on it as it explored her depths. As it forced its way further and further inside, tasting her juices, Rarity felt herself grow more and more moist, her body now out of control in its forced passion.

“Oooh… Fluttershy… ah… s-stop this… I c-can’t…” Her words interrupted by gasps, moans, and whimpers, Rarity could hardly get the words out.

“You can’t what?” Fluttershy said, pulling her snout back long enough to respond. “When I’m done with you, there’ll be plenty of things you won’t be able to do!”

Rarity let out more lust-filled noises as Fluttershy drove back in as deep as she could force herself, her tongue tasting every inch of the interior, each movement sending the bound mare into a flurry of squeals and moans. She wouldn’t give in or back down now that she had her prey right where she wanted, and continued to attack the mare’s vulnerable snatch relentlessly.

Rarity could feel pressure rising up within her, the stimulation becoming too much for her to handle. Letting out obscene, unladylike noises, she struggled against her bonds even harder now, as she felt her climax begin to approach. And all the while, the tongue filled her, moving about inside of her, and lapping up her juices. It felt so very strange and pleasurable, and Rarity knew she couldn’t hold on much longer.

Fluttershy smiled as she continued to lick her victim’s cunt, driving the pony ever closer to the edge. Seeing Rarity’s reactions only encouraged her, driving her to gradually speed up her movements, adding more and more stimulation.

“Ah… F-Fluttershy, stop… Nnnngh… If you k-keep doing that… I… oooh… I’ll…”

Rarity’s voice rose in pitch and volume, her mind becoming unfocused as everything around her began to fade, leaving Fluttershy’s tongue as the one, single thing she could think about, the only thing that mattered in this horrible scene. The forced pleasure continued on and on, driving further and further towards the final moment where she would convulse, and hit the very peak of bodily pleasure, despite its involuntary nature. Unable to interfere, Rarity could only throw her head against the pillows on the bed, eyes shut, as she screamed out, just waiting for the end to come…

…But it never did.

Rarity wailed as the orgasm approached, but just before she could feel the tension release, she felt Fluttershy’s tongue pull back from her folds, withdrawing its pleasing touch.

Her body shaking, she felt her climax, so close to being attained, cut off at the last moment. For the longest time, she was on that last edge, her body screaming to go over, but denied the passage. Her moans and whines continued to fill the room, almost painful now that they were left on their own, with nothing to drive them on but the memory of the bat pony’s tongue against her sensitive flesh.

“W-what… agh… why did you… nnnnngh…” Rarity squeaked out.

Fluttershy sneered down at the bound mare with teasing eyes.

“Mmm… why should I tell you? You’re not in much of a position to be questioning me,” she said, laughing to herself.

Rarity tried to calm herself, to suppress her arousal so that she wouldn’t look so desperately uncouth. Her face was flushed, and though she managed to slow her racing thoughts and heavy breathing somewhat, she could do little to hide her dripping, moist, cunt.

Fluttershy glanced back down at the entrance, watching the juices form a small wet spot on the bedsheets below.

“You’re so wet…” the bat pony whispered. “You want me to finish you really badly, don’t you?”

Fluttershy leaned over between Rarity’s legs again, and let her warm breath fall over Rarity’s slit again. The unicorn shivered in response, still trying and failing to regain her composure.

Giving the marehood yet another lick, Fluttershy started the process again, moving her tongue slow at first, but gradually getting faster. Rarity let out a long groan as she felt the pleasure rising yet again, making all of her struggles to calm herself for naught. Reduced once more to a quivering wreck, she could only cry out as the sensations hit her even harder this time.

“N-no… not again… ah…” she said, the pressure building to its climax yet again.

But just as before, Fluttershy pulled back just before the last threshold, leaving her victim to squirm.

“Well, if you insist,” She said, licking juices from her lips. “I won’t.”

The mare could hardly keep herself sane. She was bound, helpless, while this predator had its way with her, never even letting her find her release. She looked up desperately, her distressed mind making the entire room seem fuzzy and distant as she once again felt her senses on edge, just short of finding a climax. Flinging her head back and forth as she arched her back in a desperate attempt to push herself closer to the tongue that had stopped so suddenly, Rarity still found no to relief.

Her body needed the orgasm so much… but her mind screamed for it all to stop, to escape before something worse happened. Rarity could feel conflict rage within her. Writhing with the feeling of denial, she could barely make sense of anything.

“Ooooh… Fluttershy… S-stop this… I can’t… take any more… ”

The bat pony smiled, fangs glinting in the candles’ dull glow.

“Oh Rarity, you think this is the worst I can do? How cute. I’ll enjoy seeing you squirm when the real fun begins…” She trotted to the head of the bed, the long, dark cloak trailing behind her. Hanging her head over Rarity’s face, he planted a mockingly sweet kiss on her whimpering prey’s cheek.

Gradually, Rarity felt her body begin to calm down from its second denial, but her fear and anxiety remained. As she felt Fluttershy’s lips lovingly touch her face, she shied away from them, moving her head as far away as her bonds would allow. She didn’t know that what was coming, but it was sure to be horrible.

What scared her the most, however, was that Fluttershy showed no sign of restraint, and no hint of her former self. There would be no reasoning with her now.

“N-no…” She said, straining to make her words clear, but unable to hide the terror in her voice.

Fluttershy merely ignored the mare’s protest, as she teasingly licked around the base of Rarity’s neck, letting her tongue taste the delicate skin, the only small layer keeping her from the blood that lay beneath.

“Mmm… I haven’t had more than a taste, but even what little I had was delicious…” she said, her voice sending shivers down Rarity’s spine.

“I can’t wait to bite into you…”

Rarity could say nothing, as she felt the moist tongue touch her skin, seductively tracing a path around the veins in her neck. Feeling a small poke of teeth against her a moment later, Rarity flinched, letting out a squeak of protest.

Fluttershy only giggled at her reaction. Leaning ever further over her prey, she let her teeth brush against the mare’s neck again, letting her feel them prick her skin like needles.

As the mare beneath her grew more and more nervous, Fluttershy felt her patience grow thin. Her primal desires began to take hold, now that she was so close to the blood she so desired to taste, and the moment where she would truly claim Rarity.

“Just close your eyes,” she said, letting her fangs rest on the soft flesh, ready to dig in. “Don’t struggle, and I’ll make it quick and painless.”

Rarity could feel the sharpened teeth there, pressing ever so slightly against her. The points were like knives, as slowly dug into her skin. There wasn’t much pain, but it was all she could focus on, as the pressure grew and grew…

Then, the fangs found blood, finally sinking deep enough to draw it from Rarity’s neck. The thick, red fluids trickled out slowly at first, but as the fangs lodged themselves further into the skin, the flow became greater and greater.

Fluttershy drank enthusiastically, tasting the sweet, delicious flavor as she sucked, drawing ever more out. It tasted so good, she couldn’t make herself pull away, even to make more teasing comments. It was so wonderful, so tasty, so filling, as she felt her body taking the substance, and using it for its own purposes…

Rarity whimpered as she lay there, feeling her essence draining away. She stopped her violent struggles, as there was little purpose anymore. Now that these fangs had pricked her, and her strength slowly faded, she had little hope of escape, and even less hope of overpowering Fluttershy. She could only lie there, forcibly exposed, as she let her captor do as she wished. She let the blood seep through her neck, flowing silently out as she felt her body grow ever weaker…

All hope gone, she sobbed, tears flowing from her eyes. Rarity couldn’t stop whatever was to come, and soon, her life would be changed forever. To know that it was actually happening, and that she would never be the same again, was an agonizing thought. But as long as the blood flowed, and as long as she remained trapped here, there was nothing she could do about it.

The bat pony frowned as she drank more and more of the tasty fluids. She’d expected the mare to fight, struggle, and cry out, but her prey gave no reaction. She’d expected begging and pleading, but was met with only acceptance. This irritated her, especially since Rarity was so prone to over-reaction in her normal life. Trying to elicit a more emotive response, she pulled her mouth from the fresh wound on Rarity’s neck, licking her lips to savor the taste.

“What’s the matter, Rarity?” she asked, as she stood over the mare, “Are you already giving in? I would have thought it would be harder to break you… and I had so many worse things to break you with…”

The foreboding statement made Rarity shiver, afraid of what worse there could possibly be than this, but she knew that no matter what it was, she couldn’t stop it. Begging and crying out would only give Fluttershy the reaction she wanted, and encourage her to go further. Silently resolving to try her hardest to keep quiet, Rarity bit her lip, hoping not to display her nervousness.

Fluttershy sneered deviously down at her victim.

“You’re doing so well at keeping everything in… We’ll see how long that lasts…”

Grinning, Fluttershy kissed Rarity’s neck, just above the two puncture holes as traces of blood still trickled out.

“You know, biting your neck isn’t enough to turn you into a vampire by itself… There’s still something else I need to do…”

Accentuating her words by running a hoof sensually down the mare’s side, Fluttershy took her time, wanting to see every moment of Rarity’s fear and confusion, and then, the moment when she finally broke, letting out all of her emotions in a single, glorious release. She smiled, watching Rarity gaze back at her, her eyes wide in shock, as sweat rolled down her forehead.

“…Something far less pleasant than just a little prick.”

Grinning widely, Fluttershy winked at Rarity, which only served to confuse her more. Something was off about how Fluttershy was moving now, something she couldn’t understand. With her words, she promised agony, torture, and excruciating pain, but as she walked about the bed, swaying her hips playfully, Fluttershy looked surprisingly cheerful.

The fog in Rarity’s mind, caused by the lack of blood, only made her weakened thoughts move slower, unable to process what Fluttershy’s change in demeanor might mean.

The bat pony giggled sinisterly, looking down at her prey.

“Hmm… I don’t know if you’re even ready to know… ” she said, striking an overly thoughtful pose. “I bet you’ll cry like a scared little filly when I tell you.”

Rarity was trapped, unable to avoid whatever fate was in store for her. Nothing she said now could change it, so she looked back at Fluttershy with her best attempt at a glare. Try as she might, however, she could not stop her voice from cracking as she stumbled over words.

“B-bring it o-on… Y-you c-can’t scare m-me…”

“Mmm… so you do have some fight in you,” Fluttershy responded, her grin growing even wider. “We’ll see how long that lasts…”

Keeping her weakened gaze on Fluttershy, Rarity could only watch as the yellow bat pony climbed up onto the bed with her, slowly rising ever higher over the other mare, until Fluttershy stood directly over her, the ends of her pink mane falling to the pillows beside her head.

Her fangs gleaming as she grinned, Fluttershy waited for Rarity to notice what was now just above her, hard and throbbing, and just waiting for attention.

It took a moment for Rarity’s gaze to slowly descend, no longer meeting her captor’s gaze, as she began to realize something was truly amiss. Something was there when it shouldn’t be, and something was looming threateningly above her, promising nightmarish torment.

Fluttershy let out an evil cackle.

“Oh, now you see the trouble you’re really in, don’t you?” She looked down at the helpless mare with a predatory gaze. The mare could only stare in shock, her jaw gaping open as she witnessed that which would be her demise.

Hanging just above her was the largest, thickest, most threatening dick she had ever seen.

Oh dear.

Rarity couldn’t keep herself from staring at this new, monstrous instrument of torture, as it was presented to her in all its glory. She could hardly prevent herself from whimpering as she imagined just what Fluttershy might be planning to do with it, and what that meant for her.

“So sure of yourself now, Rarity?” Fluttershy laughed cruelly, as she let the white mare process just what she was seeing.

“But… but… Th-that’s impossible!”

Fluttershy giggled, “Oh? Are you positive? ‘Cause I’m pretty sure that’s real!” she said, swaying her hips teasingly, letting the hardened member bounce up and down a bit, the bottom of each movement allowing the tip to touch Rarity’s exposed stomach briefly.

“You see,” Fluttershy said, “when a mare becomes a vampire pony, she must undergo this change. It is a gift… a blessing that allows us to do the deeds of the vampiric… Perhaps now you can guess what must actually be done to make you one of us…”

Rarity shuddered. She could imagine plenty of ways that this newfound terror might be used, and none of the possibilities seemed appealing to her. Her hooves pushing against the restraints again, her mind began to whirl back into a panic, preparing to violently protest whatever was to come next.

“Mmm… so, Rarity… what do you think? Do you like it?”

The vampire grinned maliciously down at her prey as she repositioned herself, turning around so that her menacing phallus dangled mere inches from the bound mare’s muzzle. As she did so, she looked down, turning her attention to Rarity’s alluring snatch. The view only served to arouse her, and she felt her cock twitch, lightly touching the nose of the defenseless mare below, despite how far she shrunk back into the pillows.

Rarity turned her head, shying away from the massive rod, which only looked more imposing and repulsive up close.

“Come on… We’re friends right? You can tell me what you think…” Fluttershy said, teasing the mare below, who remained silent.

Rarity gulped, afraid to open her mouth with such a threatening object so uncomfortably close to her face.

The mare’s lack of response was irritating Fluttershy. It was so much more fun when the victim reacted, and Rarity was getting quiet again…

As Rarity still refused to speak, Fluttershy found herself driven by a newfound impatience, lifted one of her hooves and smacked Rarity’s face with it. With a loud slap, it hit with a powerful impact, making Rarity cry out in pain.

“Say something, you annoying little wench! You don’t want me to get angry, do you?” Fluttershy said with a growl.

Rarity could only whimper as she felt the hard member press against her face, now with more force.

“W-what do you want me to say? That I like it when you’re raping me?” she said, looking up at the bat pony with wide, frightened eyes. Rarity’s lower lip trembled violently as she threatened to burst into tears at any moment. Her friend had gone completely insane, and she had no idea what might happen if she didn’t do as commanded.

“Oh come on… ” Fluttershy sighed, annoyed.

The bat pony’s irritation only slightly satisfied, she continued to press her hardened rod up against Rarity’s face, the sensation so pleasurable, despite her doing nothing more than place her phallus against the mare’s fur. Now that she felt the pleasuring stimulation, she began to make small grunts and moans, just as Rarity had done earlier. Still, as the pleasure jolted through her body, Fluttershy found the strength to lower her head to speak to her prey.

“I can’t tell you what to say, Rarity, but don’t just lay there and take it. I’m raping you here! Surely you have something to say about it!”

To punctuate her desire for a reaction, Fluttershy picked up one of her hooves and stomped on the bed, dangerously close to Rarity’s head. Feeling the impact as the entire mattress shook, Rarity flinched, crying out with a squeal. The noise, like music to Fluttershy’s ears, only made her more anxious to move on.

“Mmm… About time I got you to react…” Fluttershy whispered teasingly down at the bound mare, her eyes blazing with a cruel, lustful hunger.

“I wonder if I can do it again…”

Rarity opened her mouth to protest, to say that this wasn’t a game, that Fluttershy should remember their friendship and stop her horrible plan…

But as her lips parted to speak the words, Fluttershy thrust her hips forward, giving her a mouth full of dick.

All of Fluttershy’s annoyance washed away as she felt her new member force its way into her helpless victim’s mouth, causing her attempted speech to form only as a muffled exclamation of surprise and pain. The feeling of the mare’s lips and then throat around her meat was pure bliss, and she sighed contentedly as she entered, letting her length sink into the mare, then holding it inside while she made quiet whines and whimpers.

“Ah… just as good as I imagined.”

Rarity couldn’t share Fluttershy’s enthusiasm, as her horrified mind could only concentrate on how much she disliked the new intrusion. Desperately trying to get this horrible rod of flesh out of her, though it was impossible while her bindings still held, she tried to cry for help, to let Fluttershy know she was hurting her, but the member in her mouth muffled her voice, distorting her words beyond all meaning. Shutting her eyes tightly, Rarity felt tears emerge, as the bat pony above her moaned in ecstasy.

The bat pony left her length deep inside Rarity’s throat for a moment longer, then pulled back, letting it slide out about halfway. Then, she let her hips plunge it back in, pushing further this time. As she heard Rarity react with another pained whimper, the pleasure returned, urging her to continue the assault. She pulled back, then sank back in, repeating the movement again and again, picking up speed…

It wasn’t the main course this mare had to deliver, but Fluttershy knew Rarity was suffering regardless. Her rod was hard and thick, swelling with the blood she’d drunk, and each time it sank into Rarity’s throat, she pushed it as far as she possibly could, gagging her victim and inflicting severe pain.

Between her moans of pleasure, Fluttershy laughed at the victim below her, as she tormented the mare with her length.

“How are you feeling now, Rarity?” she asked, her words laced with lusty desire. “Still think you can defy me?”

Her victim could only groan and gag on the length, pressed so deep inside of her. Sighing, Fluttershy suppressed her violent motions just enough that she could hear what the mare had to say.

“Fluttershy, S-stop this…” Rarity said, barely getting words out as she choked around the member that was forcing its way down her throat. “T-this isn’t you!”

“Oh, but this is me!” the bat pony responded, sneering down at her victim. “I’ve just changed since we last met...”

Rarity readied another response, but it was cut off as Fluttershy grew impatient and thrust her rod down the mare’s throat again. Gagging in protest, she glared up at the bat pony, frustrated that she couldn’t get a word out, but that emotion hardly lasted as the painful thrusts continued.

Fluttershy only smiled, moaning as she felt Rarity’s tight throat around her member, and continued her assault.

“What’s the matter? Don’t like Fluttershy anymore?” she asked in a mocking tone. “Whatever happened to all that lovey dovey talk about being friends forever, hmm?”

Rarity felt her heart wrench, hearing that last statement. She had always hoped that she and her friends could be together for their entire lives, that nothing would break them apart, but in one night, Fluttershy seemed to have ruined the prospects of such happening. She could only imagine what would happen after Fluttershy was done with her… how far apart they might drift from her other friends…

“Aw… don’t worry,” Fluttershy said, laughing. “I’ve turned Applejack and Rainbow Dash, and soon, you’ll join them… After I get Pinkie and Twilight… we can all be together as bat pony friends again… forever…”

As she felt another powerful thrust force the member deep inside her, Rarity pondered Fluttershy’s words. She didn’t intend to break apart their circle of friends, even though she was doing such horrible things…

A small spark of hope flickered in the back of her mind. If Fluttershy still loved her friends, did that mean her former self was still here? Deep down, did Fluttershy still have some small bit of her old kindness locked away?

“But… hmmm… there is one issue...” Fluttershy paused, seeming deep in thought.

Rarity looked up. That one little bit of hope that Fluttershy had just given her was dissipating fast as her fears drove her mad. She whimpered around the member, still unable to speak her mind freely, and could do nothing but listen as Fluttershy played with her.

“You have a horn,” The bat pony said forebodingly, “As I’m sure you are aware, Unicorn horns are symbols of purity and known for their curative properties. Those who have them can prove to be very… resistant… to magic that isn’t their own.”

Rarity flinched as Fluttershy followed her last statement with a particularly hard thrust of her hips, lodging her member deep inside the mare’s throat one last time, cutting off her air supply completely, before finally letting the long stallionhood slide out, letting Rarity gasp for breath, her mouth free from the monstrosity that had desecrated it.

Coughing loudly, Rarity tried to bring herself to speak, to beg Fluttershy to let her go and not to make this situation any worse for her…

But trapped as she was, she felt a cold despair, as she realized what was coming, what horrible fate was soon to befall her…

“If I tried to make you transform into a vampire now,” Fluttershy explained, “The magic of that horn of yours would make every effort to cure you… to stop the changes to your body…”

“So effectively, while you have that horn on your head, I can’t make you one of us…”

Rarity felt like she should be relieved upon learning such a fact, but the malicious grin on Fluttershy’s face made her uneasy. Was her friend planning to...

Rarity suddenly widened her eyes, shocked by the realization of what Fluttershy was implying.

“N-no… you can’t mean… You wouldn’t dare!” Rarity screamed, struggling against her bonds desperately. She knew what this predator had in mind, and just the thought of it made her feel sick.

“Oh, but I would.” Fluttershy responded, licking her lips as she watched Rarity tremble in fear and horror.

“To make you a bat pony, I have to cut off your horn.”

Rarity gulped. She would have struggled against her restraints, and done anything to get away from this place, but she had long since abandoned the idea, as all her previous attempts had failed. She wasn’t sure how she could possibly escape from this.

Fluttershy stepped down from the bed, her hooves making a light clip-clop as she walked about the room, searching for something, presumably some instrument with which to remove the unicorn’s source of magic. As Fluttershy looked into the wardrobe, Rarity was left alone, exposed, and helpless, merely awaiting the fate her captor had decided for her.

Not finding anything to her liking immediately, Fluttershy cursed under her breath, annoyed. She pushed long, ancient fabrics aside, uncaring for their preservation, in search of some form of blade. Growling, she almost gave up in frustration as her efforts proved fruitless.

Then, suddenly, her voice perked up with a new enthusiasm.

“Ah~!” she exclaimed triumphantly, “This will do…”

Rarity watched as the bat pony finally emerged from the wardrobe, holding up a small knife, and grinning in satisfaction.

The blade was obviously old, but somehow still sharp, despite however long it had laid in this castle unused. The handle was made from a smooth red wood, encrusted with a golden trim and set with several rubies, though their color had faded over the years. A gleaming, serrated edge made the blade seem extremely threatening, though it was very clearly not just for show.

Rarity's eyes widened dramatically, and fear ran down her spine as she feared what was to come. Sharp as it might be, that knife’s work wouldn’t be over with quickly, nor would it be painless.

“How lucky that such a thing was just lying around…” Fluttershy said, savoring the moment. “Funny, it almost looks like it was made to be used on an elegant mare like yourself…”

Rarity whimpered helplessly, and her captor sneered as she strode back towards the bed where she was trapped. Walking forward seductively, she hovered over the white unicorn, running her tongue down the dull side of the blade as it glinted in the moonlight, and Rarity’s eyes began to fill with tears as she realized just how close she was to losing something she held dear.

“Please, Fluttershy… D-don’t do this! My horn is all I have. Don’t take it away from me!”

Fluttershy waved off her feeble pleas with a scowl.

“I’m sorry,” she said, a serious frown on her face, “But this is something that I have to do. Sure, your horn might be all you have now, but with it gone, I can give you so much more… You should be thankful.”

Rarity shivered nervously as the bat pony leaned over her, and ran a hoof against her horn, teasing her prisoner and playing with her last hopes.

“N-no… I don’t want this. You used to be my friend, Fluttershy! Don’t you know how much my magic means to me? Without it, I don’t know how I’ll still run the boutique…”

Just the thought of her dreams, her passion, and her livelihood being ruined forever was a terrifying prospect, and it haunted Rarity to the core as Fluttershy ignored her begging, only continuing to prepare for the procedure.

“Yes, Rarity, I used to be your friend,” the bat pony responded, “and one day, when you realize the gift I am giving you, we will be again, but at this moment, sacrifices must be made for the glorious future I have planned.”

The bat pony took a long pause, allowing her words to sink in.

“Don’t worry Rarity… once this is all over, you’ll be more beautiful than you ever were before…”

Whimpering, Rarity flinched as the bat pony placed the serrated edge of the knife against her horn, looking away as if she couldn’t bear to watch what she was about to do.

“Don’t move, or this will hurt more than it has to.”

Sobbing in despair, Rarity felt the sharp, steel edge begin to saw at the base of her horn. The pain was excruciating as she felt the blade move back and forth, keeping up a steady pace. Slowly but surely, the knife sank into the hard, bone-like material that acted as a conductor for magic, severing it from the mare’s forehead. Small sparks of magical energy burst from the cut as it grew ever deeper, working its way through the very source of her power and grace.

Rarity screamed, crying out in pain.

It was agonizing, to feel the sharp metal cut through her most prized asset, but the physical pain was nothing compared to the mental, as she realized now that she would never do magic ever again, lose her ability to find gemstones, and never again have a hope for becoming a high-class unicorn fashionista. It hurt, knowing that her dream would never come true, and that even now, she was losing an important part of herself.

Fluttershy closed her eyes as she gripped the knife handle between her teeth, slowly sawing at the horn. She heard her friend’s sobbing, screaming, and begging, but she couldn’t stop now, despite her sympathy for Rarity's plight.

Rarity’s screams faded into quiet whimpers as the blade sank ever further, and the pain grew to unbearable levels. She wanted to scream, squeal, and cry out loudly, but now found herself unable to do so. Every time she opened her mouth to voice her pain, only a gasp of air, or a tiny whimper would escape her. Looking up at Fluttershy with pleading eyes, she begged the heavens to stop her, for this horrible scene to end…

But it only carried on. The sharp edge of the blade cut through the center of the horn, now more than halfway through…

Just a few seconds later, with a small crack, the entire horn was forever lost, severed from the body of its owner, and useless.

Rarity shut her eyes, lamenting her fate and wallowing in grief as the bat pony set the horn on one of the pillows next to her head.

She was a nopony now. Without magic as a means to run her business in Ponyville, she couldn’t make the bits to support herself, or her little sister. Her lovely figure, perfectly shaped as it was, was too delicate for the hard work that earth ponies did to make a living. There was no way Rarity could return to pony society again, or ever live a decent life. Without her magic, she was truly useless.

Now, as much as she hated to admit it, her only choice was to be consumed by the monster Fluttershy had become, to embrace her new future, and hope that she could still carry on somehow.

Fluttershy watched as everything set into Rarity’s mind, the glint of hope that once shone in her eyes dimming. Like it or not, the mare had to accept what was yet to come, for now, there was nothing else to be done.

Silently, Fluttershy stood over her victim, watching as the reality fully hit her.

"I’m sorry I had to do this to you, Rarity,” she said, breaking the silence. “But your old life is over now, and a new, greater future lies ahead of you. A new, eternal life, with all of your friends by your side…”

Fluttershy took a long pause as she stood above Rarity, her large, fully erect penis hanging threateningly. Having been left untouched as she did the deed, its excitement was beginning to get its owner impatient, as she slowly began to leave her remorse behind.
“What’s past is over. Only the future matters now.”

Rarity looked up, lip trembling in fear. She wasn’t sure what future Fluttershy had planned, nor if it would actually happen, but she knew that was now her only hope, and she could only follow it to wherever it lead…

Fluttershy lowered her hips, allowing the tip of her phallus to rub up against Rarity’s stomach, causing a sharp, pleasurable feeling to run up her body, only egging her onwards, as she let her member move slowly down Rarity’s body, until it finally rested at the entrance to her delicate, still-moist slit. Applying just a tiny bit of pressure, but not enough to penetrate, Fluttershy heard Rarity let out a tiny gasp at the sensation, while she vocalized her own satisfaction.

“Well then, Rarity...” Fluttershy said, leaning her head down close to her victim’s. “This is it. As soon as I cum inside… the transformation will begin. After that, you’ll wake up as an immortal vampire bat pony… and so will all of your friends.”

“We have a long and wonderful future ahead of us,” she said, looking down at Rarity as she looked back up.

“All I need to know now is… are you ready for me to show you what that future holds?”

Rarity sniffed, holding back yet more tears as she looked into Fluttershy’s eyes. They seemed so focused, powerful, and sure… but deep within them, Rarity saw a small hint of the Fluttershy she knew at heart, the friend who would only do things that were the best for her, and could be trusted with anything.

“I…I guess… I d-don’t have a choice anymore…”

She looked back into those eyes, knowing that soon, she would be just as mad, and urge-driven as this pony above her. These were her last moments truly being herself.

“But… i-if that’s really what you th-think is best, Fluttershy…”

Letting out a deep sigh, Rarity let herself give in.

“I… I’m ready.”

For the first time that night, Rarity saw Fluttershy smile with a deep kindness down at her. She had fought so hard, wanted so badly for this all to stop, but now, she accepted her fate.

As she closed her eyes and thought of the future, Fluttershy slammed her powerful hips forward, sinking her hard, throbbing length deep inside of Rarity’s soft, delicate hole.

Letting out a loud moan of pleasure, Fluttershy felt Rarity’s tight walls stretch around her length, clamping down on it and covering it with juices. Leaning close to the mare as she plunged inside, she could hear Rarity let out a small, dainty gasp of her own. Aroused by her acceptance, the bat pony held her member deep inside her victim’s cunt, letting the tightness satisfy her deepest hunger, as she twisted her hips about, grinding against the inner walls.

The mare beneath softly gasped in time with Fluttershy’s thrusts, the long, hard cock, experiencing sensations she had never felt before.

It was strange. She had always dreamt of the one she would share her first intimate moments with, imagining some gallant, handsome, rich stallion. He would shower her with lavish gifts, take her places she’d never been, and treat her like a proper lady…

Alas, it was only a fantasy, and now she was sharing this moment with one of her best friends, who used to be female, and was, by all rights, not even a proper stallion at all…

But as Fluttershy pushed into her, her movements filled with passion and love, Rarity could hardly think of the irony as her mind filled with strange, unfamiliar emotions.

With each thrust, she could feel the monstrous member completely fill her, and as they increased in intensity each time, slamming the length into her, Rarity could feel the slightest hint of pleasure from the experience. She groaned, using every bit of her willpower to keep herself from letting the sensations drive her completely mad, as the pain in her nethers mixed with a warm, loving desire.

A desire that Fluttershy was more than happy to help satisfy.

“It’s…” Fluttershy struggled to speak between gasps of pleasure, “S-surprising… I thought you would be the one fight the hardest… but now, you’re accepting me openly… even though you know what’s about to happen…”

There was a long moment of silence as the bat pony continued to sink herself into the bound mare, enjoying her depths and the feeling of her moist insides.

A silence that was broken by two words Rarity hadn’t ever expected to hear from the monster her friend had become.

“T-thank you…” Fluttershy muttered, looking down at Rarity with a caring gaze.

She rubbed up against the mare for a moment longer, before pulling out, groaning as the length retreated, the skin exposed to the open air. Preparing for another push inside, she opened her eyes to watch Rarity.

Her eyes shut tightly, with tears still left on her eyelids, the white mare bit her lip, trying to stifle her reaction, but as Fluttershy plowed her hard length deep inside once again, she couldn’t help but let her mouth it fall open, letting out a deep moan. Fluttershy wasn’t sure whether the mare below her felt the same ecstasy that she did, but the sound was music to her ears, and only aroused her even more as she prepared for another deep, penetrating thrust into the warm, wet depths.

“Mmm…” Fluttershy grunted. “You’re so… ah… wonderful…”

Having given in, and no longer fighting the inevitable, Rarity groaned out as she was lovingly fucked senseless by her friend. She was almost able to enjoy it now. All she had to do was make it through this… and then, her future would be in Fluttershy’s hooves. Accepting her fate, Rarity struggled less and less, as the pain faded, leaving her foggy mind with only pleasure.

As another thrust forced its way into her, Rarity let out an unrestrained moan, feeling her mind slow down, the feeling in her nethers the only thing she could think about.

“A-ah… F-Fluttershy… Nnnngh… you’re so…so big…”

The bat pony smiled at this comment as she closed her eyes, taking in the feel of Rarity’s tight cunt, the walls dripping as they stimulated her throbbing, thick cock.

“I suppose I am rather… well endowed, yes.” She giggled as she thrust in again, groaning loudly. Starting to pump her hips faster, the fleshy rod moved in and out, causing both parties extreme pleasure as they lost themselves in their desires, letting the sensations drive them.

“Y-you’re rather tight yourself…” Fluttershy asked, now panting from her exertion. “Is this… your first time?”

The mare blushed hotly, moaning as another thrust came, overloading her senses.

“Mmm… Maybe…” She said, barely able to control her voice anymore.

Fluttershy smiled as she continued her assault, ramming her thick, hard member deep with every push.

“So I’m your first… how… special…”

Slowing down again, but just for a moment, the vampire pony shut her eyes, taking in the scene, the feeling of the mare beneath her, and the wonderfully tight hole clamping down around her phallus. She smiled, enjoying the moment, and then resuming her merciless pumping with newfound vigor.

“How fitting… that I’ll also be your last…”

Rarity’s mind tried to process Fluttershy’s statement, to imagine how it might feel to live the rest of her life without her lady bits, the tight slit replaced by her own throbbing member… It was so hard to think now, so difficult to concentrate as she felt her friend pound her, the arousal she felt growing to unbearable peaks, just like the yellow pony above her.

Fluttershy grunted with each thrust, moaning out in pleasure. The cunt was so tight, milking her as it covered the entire length with juices. It was unbelievable how tightly it gripped her, how wonderful the friction was as she moved in and out repeatedly, how arousing the mare’s cries were as Fluttershy pleasured her…

Fluttershy could already feel herself growing closer and closer to her climax as her eyes rolled back, lost in the amazing sensations.

“Ah… Oh, R-rarity…”

The white pony beneath couldn’t even bring herself to respond at all, her moans growing ever louder as she was pounded harder and harder by the dominating bat pony. Each powerful slam drove the rock hard member deeper and deeper, making Rarity squeal with newfound ecstasy. The pitch of her pleasured wailing grew louder and higher with each monstrous push.

Fluttershy was getting more and more excited, as the mare beneath responded to every lustful movement she made. Rarity’s walls were soaked with her fluids, and her escalating cries gave away her now raging desire. Slamming deep into the depths of Rarity’s cunt, she could feel the pressure building within her. It was so close now that she could hardly bear it. Almost there…

Then, at peak of ecstasy, she heard Rarity let out one final cry as she hit a powerful orgasm, flooding her insides with so much moisture that it soaked the bed beneath. Her walls tightened suddenly, squeezing around Fluttershy’s erection as hard as it could, begging to be filled.

With such a powerful sensation, Fluttershy felt herself driven over the edge as she cried out her pleasure, buried herself deep inside of the mare, and let her twitching, hard length pour a load of seed into the depths. Spurt after spurt, the white liquid buried itself inside, filling up the space until Rarity could hold no more. With no other place to go, it leaked out, dripping onto the mattress and mixed with Rarity’s own fluids.

Fluttershy screamed out, letting out still more of her cum, ensuring that there was no possible way Rarity was not converted. Her hips up against Rarity’s hindquarters, she grabbed Rarity’s waist, pulling it up close to her, and shoving her length as far as it could possibly go inside.

Then, slowly but surely, the glorious pleasure of climax began to fade. Fluttershy let her hooves give out beneath her as she felt them weaken, laying herself on top of Rarity, her member still inside as it slowly, but surely lost its hardness, and then retreated, losing its size as well.

Both Ponies lay together, gasping for breath after sharing that moment together, ensuring that their friendship would last longer than a lifetime.

Though not everything had gone according to plan, it was all over now. Rarity was going to be a vampire, just as Fluttershy had hoped.

The bat pony breathed loudly, panting as she lay in the puddle of juices that coated the mare’s front.

“Don’t worry Rarity…” she whispered, struggling to speak clearly, even as the throes of pleasure subsided.

“You’ll see… this was all for the best…”

Raising her head slightly, she gazed over at the white pony, to see her eyes shut, with no reaction to her previous statement. She didn’t look conscious, but Fluttershy knew that it only meant the process was beginning. When Rarity awoke, she would have grown wings of her own.

Standing back up, and regaining her strength once more, Fluttershy quickly checked the room over for a way to undo the bindings. Finding a small switch near the head of the bed, she pressed it.

The mechanism holding rarity sprung to life once again, releasing its prisoner. As it let go of its hold on Rarity’s legs, the mare was now free, but wasn’t in a state to move from her position anyway.

Fluttershy looked over at Rarity’s severed horn, lying on a pillow next to her head. The white piece of the mare, formerly a strong conductor of magical energy, was completely useless now. She picked it up in her teeth, admiring it’s form before turning back to the mare on the bed.

As she looked at the mare’s forehead, there was still plenty of evidence that a horn had once adorned her fashionista brow. The knife had not done a perfect job in its operation, and there was still a small, flat protrusion there, the small, useless remains of what had once been a powerful magic source.

She looked down at the white horn she held for a moment, smiling, before laying it on the mare’s chest, for her to find when she awoke.

“You can keep it. Let it remind you of the life you once had, before all of this happened.” she whispered, though the mare was unable to hear. This horn was useless, so it would only be good for sentimental value now, and while Fluttershy knew Rarity’s new life would be wonderful, it would be hard to forget the old one.

But as Fluttershy looked over the room, and the mare she had just ravaged, she felt a small twinge of satisfaction. This scene had been very enjoyable for her, though it had unexpectedly different from what she had planned. All that remained was to wait for Rarity to finish her transformation, to emerge twice as glorious as before.

Leaning over, Fluttershy planted a small, loving kiss on Rarity’s cheek.

“I love you, Rarity,” she said, “but I must go now, for there are still two more of our friends who need to be blessed with this gift…”

Now, having fully regained her composure, Fluttershy stood and turned towards the window.

As she walked across the room to make her exit, she couldn’t help but send a small glance back, taking in the mare’s appearance one more time.

Then, she spread her mighty wings, and pushed herself through the window. Feeling the wind through her flowing, pink mane, she flew off, back towards the apple orchard where her two last victims remained. As she flew into the night, her fangs gleamed in the moonlight as she smiled triumphantly.

This night was hers.