Court of Nightmares

Chapters

Dealing with Nightmares
Types of Kindess
Twisted Loyalty
Laughing Matters
Honest Spies
Even Stars have Shadows
The Brightest Star

Dealing with Nightmares

Even after all of her adventures from that first night in Ponyville to the most recent Dragon Lands adventure, Twilight still had fevered dreams of Nightmare Moon. This time around, Twilight was playing the part of the submissive lover and Nightmare Moon ravaged her until she begged the mare for more, and she loved it. She had dreams like this at least three times every week.

Hidden within the shadows of Twilight’s dream, the Nightmare watched the little pony’s fantasy, She had watched over her dreams ever since she was separated from Luna, she had watched all of Equus when she could. She found Twilight to be the most interesting and grinned at the devious plan that formed in her mind and fled from the dream realm as Twilight woke up. She decided that making Twilight’s dreams true would be fun.

Twilight shot up in her bed, still half asleep grumbling, “Stupid sexy Nightmare Moon...” before quickly falling back to sleep and having a new dream of Nightmare Moon and her being lovers.
Elsewhere in the castle…

Siphoning the magic of the nearby Everfree, and the castle itself, Nightmare Moon made herself a new body. She didn’t really need a body, but she needed one for her plan.

Her body started as a dense ball of black magic. The ball grew arms and legs, perfectly proportioned. The legs grew feet and toes. The arms grew hands and fingers. The middle of the ball elongated into an hourglass shape, turning into the ideal picture of a female body. Big DD cup breasts formed with pitch black nipples. Her ass filled out to be alluring but not fat, a pink pussy formed between the legs of the magical body. Dark purple splotches with a crescent in the middle marked her thighs. The head was formed next. It started as a ball, and then grew a small muzzle. Facial features began to form, and a mouth formed. The body took its first breath as its nose formed and sharp teeth grew from the mouth as it yawned. Draconic cyan eyes opened, and ethereal mane and tail faded into existence. A long black horn shot out of the mare’s forehead, and a large pair of black pegasi wings burst out from her back. Soft ebony fur grew out all over her body, and internal organs forming. A few more minutes and Nightmare Moon’s body was complete. As she examined her new body, she realized she was naked, and most ponies didn’t seem to like it when mares walked around naked.

♦♦♦

She teleported herself into the Carousel Boutique and looked at the large selection of fabrics in Rarity’s workshop. Her eyes fell on the white mare, fast asleep, on the worktable. Her plan grew even more depraved, and she cast a powerful enchantment on the mare. The enchantment would keep the white mare asleep until she wished otherwise. She decided to look through the mare’s memories in the dream realm and entered the mare’s dream.

When Nightmare returned to the world of the waking, she was thoroughly disgusted by the idealized nobles this mare dreamed of. She briefly considered revising her plan but then thoughts of Twilight’s dream squashed that thought. Her dreams held many memories and time was insubstantial in the dream realm. Nightmare Moon had basically lived Rarity’s life in second person view and now had a very good sense in fashion.

Nightmare Moon turned her attention to the multitudes of materials used for dress making. Rarity’s memories provided an entertaining secret. There was a closet in the back of the room that held materials only suited for making clothes meant for the bedroom. Nightmare Moon’s horn lit and a bolt of silvery fabric floated over to her, and she fashioned a simple pair of thigh high stockings, a pair of panties, and a bra for herself. She teleported herself and Rarity to a large mountain cave in the dragon lands, and laid the mare down on the floor. Nightmare Moon placed heavy wards and enchantments on the cave, concealing the entrance to all but herself, making others ignore the mountain entirely, and warding it against teleportation, scrying and magical signals.

Satisfied with her work, Nightmare Moon left the cave and took to the skies, in search of a metal deposit. A few hours later and she had found a rather large mithril deposit. Her horn glowed and the deposit was ripped out of the ground, the gemstones embedded near and in the ore were a bonus. She returned to the cave as the moon started its descent, meaning sunrise was only a few hours away. The deposit was placed in a corner of the cave and Nightmare Moon teleported back to Carousel Boutique. At the boutique, Nightmare crafted a simulacrum of Rarity, almost a perfect copy aside from being slightly more magical then the real thing.

“You shall behave like Rarity and alert me if it is discovered you are not the real Rarity,” Nightmare commanded the doll.

“Yes, my Queen,” the doll bowed and promptly fell asleep on the worktable. Nightmare smiled and teleported herself back to the cave.

When Nightmare Moon returned to the cave, she found Rarity’s horn glowing and attached to the silver deposit, more accurately, the gems inside the deposit. Yet the mare herself was still fast asleep.

♦♦♦

Interesting, she hasn’t done that since she got her cutie mark. Nightmare thought to herself. Oh well, time to get to work.

Nightmare’s horn glowed and the gems in the deposit tore themselves out of it and piled themselves into a bed. Rarity’s horn dragged her to the bed and stopped glowing once she was in it.

Just like a dragon that one.

Nightmare snickered at the similarities. Her horn lit up once again as the mithril melted into a large ball of liquid metal. Streams of silver began to flow from the ball and towards Nightmare. Two streams flowed to her feet and formed into elegantly decorated high heeled greaves. The knee guards and cuisse were equally decorated. The very tops of Nightmare’s stockings were still visible. Her panties became armored by silver and small tassets with her cutie mark formed. She took off her bra as a corset looking breastplate formed, equally decorated to the rest of her ensemble. The back of the breast plate was low enough for her wings to have full range of motion while partly covering her breasts in reverse V shape on each breast. Small spaulders formed and attached to the sides of her breastplate, each one bearing her cutie mark and a decorated trim. Elegant vambraces formed on her forearms, covering the back of her hand. They were decorated around the arms and cutie mark on the back of her hand. Finally, her necklace took form, a diamond levitated from the pile and cut itself into a crescent shape and set itself into the necklace.

Nightmare had decided to not make a helmet and let her mane flow freely. She admired her new armor, and decided the decorations were Rarity’s memories trying to make it fashionable. She got to work on enchanting her armor as the sun came up. With it not being nighttime, her powers were weakened, thus it took the entire day to weave the enchantments into her armor.

Night fell on this side of Equus and Nightmare Moon regained her full powers. She checked in with the Rarity doll and saw its entire day in mere moments.

The simulacrum seems to be doing well, Nightmare thought, although that cat might already know somethings wrong. Oh well, time to get started on this one.

There was still a moderate sized ball of mithril in the cave, so Nightmare called forth a block of obsidian from below the mountain and shaped it into an imposing throne. Streams of silver formed a nice trim and gave the throne a touch of elegance and refinement. A silvery cushion poofed into existence as Nightmare summoned a cushion from Rarity’s hidden stock. The throne was complete, and Nightmare sat in the comfortable chair. And the ball of mithril didn’t seem to shrink at all from it’s use. Nightmare’s horn lit and Rarity began to wake up.

♦♦♦

Rarity woke up slightly stiff. Confused by the dark, cavernous atmosphere, and fabulous gem bed under her, she looked around. Her eyes settled on the most terrifying and elegant throne she could have ever imagined, and sitting on it was an equally terrifying mare, Nightmare Moon. She froze as she made eye contact and scrambled to get away.

Trying to run away while sitting on a bed made of gems had the obvious effect of dumping Rarity onto the hard stone floor and scattering gems everywhere.

“Ow!” the fashionista cried out.

“Hello Rarity. I see your finally awake,” the cackling and terrifying voice of Nightmare Moon was replaced by one so smooth, it would shame silk. The voice caught Rarity even more off guard then suddenly waking up in a cavern with Nightmare Moon.

“W-where am I, and how do you still exist?” the mare asked ask she picked herself off the floor, her work clothes were ruined.

“Oh Rarity, I am not a manifestation of Luna’s jealousy as you believe. I am a goddess she made a soul bond with, although I don’t usually have a body. As for how I’m here, the Elements only destroyed the broken soul bond that tethered me to Luna,” Nightmare replied calmly.

“A goddess? Soul bond? And you still haven’t answered the question of where we are,” Rarity asked calmly, suppressing her emotions for the sake of clarity and hope that she could convince Nightmare Moon to take her back to Ponyville.

“My original name has been lost to time, but where Luna represents the moon, I represent the void, the darkness between stars, and therefore did not have a body. As for where we are, we are in an old cave I found long ago. It is in what you call the Dragon Lands,” Nightmare answered, intentionally leaving out the soul bond so she could lure them mare to her side with it later.

“T-t-the Dragon Lands?! But- but what about the dragons that could come in and eat us?!” Rarity panicked.

“As I said before pony. I am a goddess, mortal dragons are of no concern to me and I have warded this cave well to hide it from any dragons that may seek or pass by it.”

This calmed Rarity, if slightly, and she took a few moments to regain her composure. She now knew what she was dealing with and where she was. Then she realized Nightmare Moon never answered one of her questions.

“Why do you keep dancing around the topic of soul bonds?” Rarity asked directly, knowing that Nightmare Moon was hiding something.

“Ah. I was wondering when you would notice. Very well, I shall tell you what a soul bond is,” Nightmare gave an internal smirk. I’ve got you now.

“A soul bond is more of a pact between mortal and deity. And before you ask, no. Celestia and Luna are not deities, they are ascended beings. So they are more like demigoddesses rather than full goddesses.”

Rarity nodded, finally finding a solid reason why Celestia lost to Chrysalis.

“If you’re thinking that’s the reason why Celestia lost to Chrysalis, you’re wrong,” Nightmare said flatly. This left Rarity flustered. “And no, I am not reading your mind. Your thoughts are simply written on your actions, a perk of being an eons old goddess.”

Rarity took a bit of time to gather herself and a chair made of gems appeared to form behind her. Rarity looked at Nightmare Moon and saw her horn glowing.

“Take a seat, it’s not good to have a shock while standing up,” Nightmare offered, her voice soothing the nerves of the white mare. Rarity nodded and sat down, it was surprisingly comfortable.

“Please, continue,” Rarity said as she calmed down.

“Very well, as I said, a soul bond is a pact between a mortal and a deity. This pack binds their souls together. This is done so that one can see if the other is holding up their end of the deal. Mortals usually ask us for power, wealth, fame or glory. If we find the mortal interesting enough, we make a pact and they get what they want, and we get entertainment for however long the mortal lives, or until the pact is broken or satisfied,” Nightmare paused to let the mare absorb this information. She decided to give the mare something else to think about while she absorbed it and said, “Starswirl the Bearded was my contractor before Luna.”

Rarity was shocked. And her unicorn heritage demanded to know how this came to be.

“Starswirl the Bearded?! But he didn’t go mad and try to plunge the world into eternal night!” Rarity shouted, her arms flailing.

“That was an unfortunate result of the bond price for Luna,” Nightmare said, ignoring the mares panic attack.

“Bond price?” Rarity stopped panicking and asked curiously.

“We give our powers, or whatever the bond was made for, to the mortal. The amount of power a goddess like me has is immeasurable to you mortals. Do you think that there wouldn’t be a price for shoving massive amounts of power into a finite container like a mortal, or demigoddess in Luna’s case,” Nightmare asked the white pony.

Rarity blushed as she considered this, it was obvious there would be side effects of having that much power.

“What was Luna’s price?”

“Insanity.”

“What.”

“While not common, massive amounts of power drive mortals insane for some reason. And with me being the goddess of the void and the Luna the alicorn of dreams, she experienced every dream, nightmare and emotion when the ponies slept. Ponies back then had some very mean dreams about her night sky, and it drove her insane to experience it every night for hundreds of years,” Nightmare explained.

“Wait, what does being the goddess of the void have to do with dreams?” Rarity was curious.

“The void is a misnomer, but it is far easier then saying ‘the dark forge of creation and destruction’ all the time. Dreams, nightmares, ideas all come from the void. That’s what Starswirl wanted from our bond, the ability to better draw knowledge from my domain,” Nightmare clarified.

“Is that why all the smart or inspired ponies are night owls?”

“Not entirely but yes.”

“Do you find me interesting?”

“Perhaps.”

Rarity thought long and hard about the opportunity in front of her. The chance for almost anything sat in front of her, waiting for her to ask. Rarity begins an internal debate on asking or not. Several minutes later Rarity decided to be cautious and ask a few more questions.

“What are the limits of the soul bond?” she asked tentatively.

“How much power the deity has, how interested they’re in you, and the terms of the bond.”

“Can the price be negotiated?”

“The prices are a natural result of the process, however I can affect it just a little. I turned Luna’s madness into obsession with eternal night rather than full blown hate and desire to exterminate the pony race with her own hands.”

Rarity gulped at the thought of a goddess powered alicorn on a genocidal killing spree would be like.

“W-what’s the worst price you’ve ever seen?” Rarity nervously asked.

“Losing the ability to move your body, and being reduced to a prisoner in your own, now invincible, body,” Nightmare said dispassionately, “Although the god for that bond was actively trying to smite the poor sod prior to the bond and had failed many, many times.”

Rarity shivered in terror at the thought, and tried for complete knowledge.

“What was Starswirl the Bearded’s price?”

“His life was never quite for very long, using his knowledge to banish monsters, save Equus and never had a foal, though those last three were really his choice and not a part of the price. The effect of the price I saw was his lab blew up thousands of times during his experiments.”

Rarity was relieved at that and thought, so not all prices are terrible tortures.

“I-if we made a bond. What do you think the price will be?” Rarity finally asked.

“Hmm… Odds are it’ll affect your body. I’m thinking your fur color and maybe even your hair will change. Quite possibly more changes then that but that’s all I can see with any certainty,” Nightmare replied.

Of course there are other things one can do during the process that you normally couldn’t do, but no sense in telling you that. Nightmare thought to herself.

“Let’s make a soul bond,” Rarity said, conviction filling her voice.

“Oh? And what would the terms of this bond be?” Nightmare asked. Cake.

“I want to be a Princess,” her voice strong, will unwavering and plan in mind.

Nightmare had expected this. She had most if not all of Rarity’s memories, and she was prepared to give her what she wanted.

“You wish to be an alicorn, or do you wish for the position?”

“I wish to be recognized across Equus as a mare of power and authority, and fashion.”

“I will warn you now, the bond simply gives you power, the rest is entirely up to you. You could use this power to brainwash masses to gain what you want, or you could use it to earn what you want. Once the bond is made it is entire up to you on how you use it to achieve your goals.”

Rarity considered this, and decided it would still be worth it, after all, she wasn’t expecting this to be a magic cheat button to life like what Discord does.

“I understand, let’s do this already.”

“Then rise and let us touch our horns, having a physical body make this process slightly more intimate then I’m used to.”

Rarity got up from the chair and walked over to Nightmare Moon. As she neared she touched her horn to Nightmare’s. A flash of darkness enveloped them both.

While Rarity would never notice, Nightmare Moon had cast several spells on her horn before they touched. Now, Nightmare had full access to Rarity’s mind and it was hers for the taking.

♦♦♦

Like in the dream realm, time had no meaning here, so Nightmare took her time and headed to Rarity’s personality matrix. When she got there, she could see, touch and change each and every bit of Rarity’s personality to suit her needs. To Nightmare’s surprise the matrix was missing any morals and large bits of humility. Nightmare laughed. She would have turned into an arrogant, backstabbing tyrant from the bond, thought Nightmare.

Nightmare created a new set of morals, tailored to Nightmare’s desires, in. She placed what she considered a healthy dose of humility and an overbearing amount of loyalty to her into the matrix. By the end of Nightmare’s modifications, Rarity was now a loyal princess, not above using any method to do as her queen orders. She moved on to Rarity’s memories, more specifically her skills and talents. She added a considerable amount of skill and talent for sex, and dominating slaves. She wanted a hand in training the mare into her perfect princess. Nightmare moved on to her sub-conscious and increased Rarity’s libido. She connected the libido to a desire to dominate something.

This will be delicious, Nightmare smiled evilly and returned to the world of the living.

When the flash of darkness died down, a black unicorn stood with her horn to Nightmare’s. Her hair was an even darker shade of purple, sparkling with diamond dust, and white streaks running through it. Her eyes had become draconic and sparkled with desire. The biggest change was she was now taller, more filled out, and her cutie mark had changed to four-pointed star shaped diamonds surrounded by little stars. She wore an elegant dark blue dress, at cut in the side that stopped just over her cutie mark; dark blue high heels were on her sheer white stocking clad feet. She smiled appreciatively at her new form, revealing her teeth had also become sharper.

“Thank you, my Queen. But this outfit will have to be re-tailored, it is nowhere near fabulous enough,” Princess Nightmare Rarity Belle said to her new Queen.

“It was nothing my dear princess. Your former friends will be joining us eventually. But first, let’s give you some training. I can feel your arousal from here, I don’t think you’re one for being on the bottom and neither am I. I’ll get that dragon of Twilight’s and you can practice on him,” Nightmare said.

Rarity gave Nightmare a wicked smile that would unnerve dragons.

“Of course my Queen, Spikey-Wikey will be an excellent toy by the end of training,” Rarity said, plans and ways to break the dragon already forming.

Nightmare Moon smirked and teleported to Twilight’s castle. When she arrived she masked her presence, and snuck into Spike’s room. Casting the same sleep enchantment on Spike, she teleported the baby dragon away and left a near perfect simulacrum in his place.

♦♦♦

Spike woke up on a bed made of gems, with a black unicorn looked kind of like Rarity, cuddling him. Spike decided he was dreaming and snuggled in to the unicorn, Wow she’s soft, wonder why the dream made her black though.

“Oh Spikey, this isn’t a dream,” Rarity whispered into his ear. Spike’s eyes shot open as he looked at the mare holding him. “Yes, it’s me Spikey-Wikey. I recently went through some changes, but let’s not talk about that. Let’s talk about what I’m going to do to you.”

Spike attempted to move and found he couldn’t. He asked, “R-rarity? Wh-what do you mean? W-why can’t I move?”

Rarity gently stroked his cheek, and said “I’m going to use you for training Spikey, and by the time I’m done, you’ll pledge your loyalty to me and be my slave forever.”

Spike was about to say something when a gag was thrust into his mouth. Rarity fastened the gag on and got up off the bed, reveling that Spike was bound in leather straps. Dragons are naturally resistant to magic, but for one empowered by a goddess like she was, it simply made the spells cost a little more. So Rarity cast several spells on to the poor drake. The first spell was a suggestion spell, then an obedience spell, followed by an inhibition lowering spell. Spike tried to say something but it came out as muffled shouts.

“Quite,” came the soft spoken command, and Spike immediately stopped making a sound. Rarity’s voice was both more dominant and seductive now. Spike’s eyes widened when realized who was sitting in the cave with them.

“Ah, I see you finally found me Spike. I must say, you’re not very observant are you? Oh well, Rarity will probably train you to be better soon enough,” Nightmare said.

“Now Spikey, you will only refer to me as, Mistress,” the mare said with a dark smile, showing her new teeth. “You will not move or speak until I say so, and if you’re a good boy, I’ll give you a reward.”

Spike was terrified, but the obedience spell made him obey. The bindings loosened and Spike’s dual dongs stood proudly through his pants.

“My Queen and I made a pact, this was the result, I can see you approve Spikey,” the dark mare chuckled and put a hand on Spike’s erect members.

Spike shivered at the touch, and tried to gasp as Rarity undressed him, but the obedience spell prevented him from doing or saying anything.

“You are my loyal slave, you will do as I say, you love to be dominated by your mistress, and you love your mistress with all of your heart.”

The suggestion spell made those statements into very powerful thoughts in Spike’s mind. He attempted to resist with years of being Twilight’s assistant reinforcing his will.

“Oh no don’t fight it Spikey, there’s a very good reward in it for you if you give in. Perhaps I’ll let you sample some of it,” Rarity whispered to him like a lover. She stroked his exposed cocks and removed the gag.

“You may speak now,” Rarity commanded.

“P-please stop this Mistress! This isn’t you!” Spike begged, not realizing what he just called Rarity.

“Oh but it is Spikey,” Rarity grabbed one of Spike’s cocks and squeezed it. The effect was immediate, Spike let out a lustful moan at being dominated. “And this is what you’ll be soon enough. You are not allowed to cum, slave.”

Rarity began to dominate the drake. She started with teasing the drake, stroking his cock, playing with his spines, and kissing him. A few hours of this and Spike’s mental defenses were weathered. Morning was coming as Rarity tortured the dragon and Nightmare was just finishing up her princess’s new gear.

“Rarity dear, I have some new toys for you before I turn in for the day,” Nightmare called as she floated several toys to Rarity. A dragon strap-on made of rubber and leather, a braided whip made from leather with mithril trim on the handle, and a leather riding crop. Rarity smiled evilly at these items and nodded to her Queen. Nightmare vanished into the darkness of the cave, leaving Rarity alone with Spike.

“Look what Queen Moon has given me Spikey,” Rarity said gleefully.

Spike could only whine in fear as Rarity put on the strap-on and fucked his ass with it. She brought the new crop down on his cock, pain became Spike’s world. Rarity continued to beat the drake while fucking him until he could no longer tell the difference between pain and pleasure. The suggestion of being dominated was engraved into his very soul.

Spike was slowly driven mad as he couldn’t cum. Rarity had tortured decide it was time for Spike to show his love. She pushed the dragon onto the floor and sat on his face.

“Eat me out, Spike,” Rarity commanded and Spike obliged. Five minutes into the session, Spike began to slow down as Rarity approached orgasm. She was frustrated that her slave was so disobedient. “What’s the matter Spikey Wikey? Don’t you love me? Don’t you want your reward?”

The dragon let out a pathetic whimper as Rarity ran a finger along his upper cock.

“Well Spike?”

“Yes, please, I want it Mistress!” came the muffled reply.

“Then obey me and make me cum,” the command was clear. Spike redoubled his efforts and Rarity cummed on his face.

Mistress’s sweet nectar tasted so good, and made him so horny. Obedience and love were fully integrated into Spike’s very being at the taste of his mistress. A few more minutes and what was left of Spike was a lust driven beast, with eyes only for his mistress.

“You’re almost ready Spikey-Wikey. This is a taste of your reward if you submit to me. Fuck me, slave,” Rarity commanded.

The combination of obedience spell and inhibition lowering spell took effect. Spike walked around to behind Rarity and mounted her with both his cocks. One for each hole, he began to thrust in and out. The pleasure weakened his near shredded mental defenses, and the final suggestion spell began to reshape Spike’s mind.

“Just give in and be my pet slave, Spike,” Rarity said, “It’ll feel so good to be ordered around by me, wont it Spikey?”

Spike’s mind started to succumb as his thrusting became rougher, more animalistic.

“That’s right Spikey, you know you can’t resist. You’re already mine.”

With those words, Spike’s mind was completely reformed. He became nothing more than a loyal beast to the mare he was fucking and obeyed her every command. Rarity gave a wicked smile as she felt Spike tense, trying to cum. It let her know Spike had given in and was now her pet slave.

“You may cum, slave.”

Spike let out a roar as he came into Rarity. Within the first half second he filled the mare, by one second Rarity was leaking his cum, by the next second Spike’s mind went completely blank. After a full minute of cumming into Rarity, Spike fell down on the ground exhausted.

Rarity was feeling a bit full and used a cleansing spell, clearing all of Spike’s cum out and off of her. She smiled down at the drake and decided that his childish form didn’t suit her.
“Wake up, slave,” Rarity commanded. Spike complied, obedience spell having worn off halfway through his training, made Rarity happy her slave would obey even when he was asleep. ”A slave of mine can’t go around looking like that Spikey,” Rarity said to the kneeling dragon.

Spike whined pitifully, looking at his mistress, eyes begging her to tell him how to please her.

“Don’t worry Spikey-Wikey, I’ll take care of it.”

Rarity’s horn lit was a dark purple aura that enveloped Spike. He grew and grew until he was a full grown feral dragon and stood on four legs. His scales darkened to match his mistress’s hair, his spines sharpened and darkened. His teeth and claws were razor sharp. His neck lengthened, and his body grew longer. Dark purple wings, with dark green membrane burst from his back, the spikes on his tail grew longer and thinner until they were deadly weapons. His eyes had become a dark green, and burned with a desire to protect his mistress. Black horns sprouted in a swept back style. A black collar with Rarity’s new cutie mark on it was fastened to his neck, symbolizing that he now belonged to Rarity. He roared and black fire flew from his jaws to lick the ceiling. Black shackles were on each of his legs, broken mithril chains still attached to them.

“Mmmm, yes. Now you are a slave worthy of me Spike,” Rarity said as she petted the giant dragon.

Spike looked at his giant form and asked, “H-how do I please you Mistress?” Spike’s voice was deep and full of adoration for her.

“I made it so you can change forms darling, now let’s see how you look when you’re not a feral beast,” Rarity said as she sat in Nightmare’s throne while Spike shrank down.

As a 'civilized' dragon, Spike walked on his hind legs like he did before. He was muscular and tall. Fire burned in his mouth and his horns gave his muzzled face a fierce visage. His legs were still like his dragon legs, if slightly less muscular. His arms were like a pony’s and fingers had claws, his tail was located at the base of his spine and was more lithe and deadly. His wrists and ankles were still shackled and he was still naked. His spines were a bit blunter in this form. His cocks hung out in the air for all to see, and a chain lead from his collar, showing the world he was Rarity’s slave.

“Excellent, my dear,” Nightmare’s voice whispered in Rarity’s ear. Her ear flicked back as a blush took her face. Her voice came again but this time it came from the alicorn walking from behind the throne, “Oh don’t worry about the throne, I made it for you after all.”

Rarity was happy that she got such a beautiful throne to sit on. The sides of the throne grew hooks for her slave’s leash, and she clapped her hands happily and put one of the links on the hook. Spike turned into his feral form and walked over to his Mistress and lied down around the throne, his head next to the throne and in easy reach of Rarity’s hands.

“Now Rarity, with your power I feel you could create a magnificent castle from this mountain,” Nightmare said. Her horn lit up and a mighty crack sounded. Alarmed by this and Nightmare’s silence she unhooked Spike. Spike flew out of the cave to see what happened at Rarity’s order.

“What was that horrible sound Spike? “ Rarity asked when the dragon returned. Spike shrank down to his smaller form and gave his report.

“It seems the Queen has ripped the mountain and a large chunk of land from the ground Mistress.” Spike continued,” the lands around the mountain would be equal to about half of Canterlot. Clouds were forming under the land and holding it up in the air.”

“But clouds alone wouldn’t be able to hold up that much land with a mountain on it!” Rarity shouted, shocked at Nightmare’s display of power.

♦♦♦

In Ponyville, Twilight woke up as a massive magical pulse echoed throughout the land. She got up to look for the source, but it seemed to vanish completely in an instant. she was too tired to think about investigating, so she made a mental note to check it out and went back to sleep.

♦♦♦

“Of course not dear, not without some help at least,” Nightmare finally spoke, her horn had ceased glowing. Rarity gaped silently at the alicorn. “The materials under this mountain are perfect for building a castle, I desire some of the more rare materials under the mountain. Send this list of materials to your boutique in Ponyville, and I’ll show you how to do transmutation when I return. The underside is magically reinforced and covered in levitation runes, powered by the winds and held at altitude with the clouds. I’m going to pay some of your dear friends a visit, have fun making this the castle of your dreams, Rarity,” Nightmare teleported away, leaving a shocked mare and a terrified dragon.

Rarity recovered first and ordered, “Spike, be a dear and dig up the materials Queen Moon referred to.” She looked at the sizable ball of liquid mithril still in the corner of the cave as Spike got to work. “Oh I have plans for you,” she said to the ball of metal.

Author's Note

Well, this is a thing I did because I was bored. I wrote out the rest of this story already, so tell me if i should stop here or post the rest. Also, any helpful criticism would be appreciated, because I'm not that confident in my writing ability.

Types of Kindess

Nightmare Moon pondered who she should convert next for a week. After heavy deliberation and planning, she decided.

It would be terrible of me to separate Fluttershy and my new princess for too long.

Nightmare Moon entered the cottage that held Fluttershy, Element of Kindness, finding the mare getting ready for bed. All the animals were already fast asleep. Nightmare decided that the mare would be converted in a special place. Using remote teleportation, she whisked the yellow mare away to a location known only to her. Nightmare took a bit more time to create Fluttershy’s simulacrum, to fool the animals into thinking it was her. When it was finished, she teleported to join Fluttershy.

♦ ♦ ♦

Nightmare Moon entered the secret dungeons of the Castle of the Pony Sisters. Even after over a thousand years of neglect, the enchanted sex dungeons were still like new. Within these walls, time was slowed to a crawl. An entire day could pass with only an hour passing on the outside. So as Nightmare entered the room holding Fluttershy, she found the mare passed out on the bed. She shrugged and entered Fluttershy’s dreams and learned all she could about the mare called Fluttershy.

When Nightmare Moon returned to the realm of the waking, she had an evil smile on her face, and lit her horn. Ancient and enchanted leather cuffs floated out from the closet in the room. She carefully bound the pegasus’s arms and legs so she wouldn't be able to do anything. Her wings were tightly bound to her midsection and a special bit was fastened in the mare’s muzzle, she enchanted a mask from the chest next to the bed and put it back in for later. Nightmare woke the mare up.

♦ ♦ ♦

Fluttershy woke up, her limbs spread out and held by what appeared to be leather straps. There was a bit in her mouth that tasted strangely of zap apples. The last thing she remembered was going to bed and ending up in this room. She looked around and saw Nightmare Moon in the room. Panic gripped the mare as her eyes grew to the size of dinner plates at the sight of the dark alicorn standing next to the bed she was bound to.

“Hello Fluttershy,” the dark mare greeted. Fluttershy simply whimpered and attempted to hide further in the bed. “Such a beautiful mare, and yet so shy,” Nightmare commented as she grabbed one of Fluttershy’s ample breasts, then smiled predatorily at Fluttershy and said, “But when I’m done with you, you won’t feel scared ever again.”

This did not comfort Fluttershy as Nightmare Moon pulled a featureless, black mask from a chest next to her bed. The bit was removed and Fluttershy attempted to speak.

“P-please let me g-go,” the butterscotch mare begged.

“Oh no, I can’t do that Fluttershy, I would love to chat with you but your training requires immediate application,” Nightmare Moon said in the kind of voice a mother would to soothe a child.

The mask was placed on to Fluttershy, a dildo in the mask went into her mouth and started pouring a strange fluid into the mare’s mouth, and it was enchanted to never run out. She started to feel hot and a tingling sensation started in her crotch. The mare whined uncomfortably. Just then, the darkness of her mask lighted into images, and Fluttershy realized that the mask was enchanted to not let her close her eyes. The images were blurred and showed a mare, in a tight black outfit, whipping other beings of every sentient race and gender, everyone seemed so happy even with blurry images. One of the mares seemed familiar to Fluttershy but she couldn’t put her finger on it. The mare dominating everyone was also familiar as well. Then the whispering started.

I love Nightmare Moon… I love being hers… I love being under Mistress Moon…

The whispers got louder and the more Fluttershy watched, the more fluid poured down her throat, and the more she struggled against her bindings. She thought she started to see the mare being given 'special attention' as herself. The more she believed the mare being dominated was her, the clearer the image was. Eventually Fluttershy indeed, saw herself being cared for by the dominatrix, a blissful and loving look on her face. Then Fluttershy thought the dominatrix looked like Nightmare Moon for a moment and the images cleared up to show Nightmare Moon. Her mind attempted to reject this and she struggled fiercely against her bindings, her crotch was now burning with desire, and the whispers were starting to get to her.

Nightmare Moon grinned and took out an assortment of toys. She created the video that Fluttershy was now watching and decided to start with the whip, each strike timed perfectly with those of the video.

The zap apple tasting fluid made Fluttershy aroused to the point where Nightmare Moon’s whipping made her feel relief and pleasure. Combined with the video changing into a first pony view, Fluttershy’s mind started to accept the video as a memory and the whispers as her own thoughts. After twenty subjective hours of continuous treatment and no rest, she had broken and became loyal to Nightmare Moon. Nightmare took the mask off of the mare, when she saw the pegasus tire.

“How do you feel Fluttershy?” Nightmare asked.

“So tired, Mistress,” Fluttershy mumbled and her head fell back.

“You may rest Fluttershy,” Nightmare told her.

Mistress is so kind… letting me rest when I should be training… were Fluttershy’s last thoughts as she passed out.

Nightmare grinned at the mask; it had done its job. Nightmare put the mask back into the chest and pulled out an identical mask. Her horn lit as she wove a new enchantment into it to play a new video and keep her pet’s eyes open without damage.

We won't get anywhere fast if she keeps getting tired all the time...
Nightmare's horn lit once again and she wove the most complex set of enchantments in history into the bed. when it was done, it would let those on the bed never tire or need sustenance, it would even heal them perfectly down to the nerves.
10 Subjective Hours later…

Fluttershy awoke, and felt a blindfold over her eyes. I wonder what Mistress will do to me? How long have I been asleep? Fluttershy tried to move but found herself still bound the same way she was before.

Nightmare took notice of the mare’s movements and removed the blindfold. Fluttershy looked at her with such adoration. Before she could say anything, Nightmare placed the new mask on the mare’s face. The video played. Fluttershy saw herself being dominated by Nightmare Moon in various ways. 168 straight hours of watching and experiencing herself being dominated and Fluttershy was no longer a shy little pegasus, she was Nightmare Moon’s obedient little masochistic slave. Fluttershy was panting as her mistress had made her orgasm countless times over the course of her training.

Nightmare Moon had made her body to be tireless so it was no surprise that she wasn’t even tired after abusing and healing her new toy for 168 hours straight. She smiled as the little pegasus shivered and Fluttershy’s body begged for her tender affections. It was time for the pegasus’s second half of training. Her horn lit up and the mask was removed. Fluttershy was the first to speak, well beg really.

“Please Mistress, abuse me more, please! I need your touch, I need your abuse Mistress!”

“Oh Fluttershy, we only just got through half of your training. I promise, there will be plenty of fun later, but for now rest,” Nightmare soothed the near rabid mare to sleep. While she had been using and healing Fluttershy, Nightmare had worked on a spell, a spell similar to the one Twilight once cast on the mare. But this version was so much better then drinking apple juice. Nightmare teleported from the room to the Carousel Boutique. The Rarity simulacrum greeted its creator and retrieved the materials that arrived the previous day. Several boxes of clothes making materials and metals. Nightmare nodded and teleported back to the dungeons with the boxes.
72 subjective hours later…

Fluttershy had panicked when she woke, she couldn’t move and her mistress wasn’t anywhere in the room, but then she resolved to rest well until her mistress returned. During this time, Fluttershy developed a weak ability to dreamwalk.

Nightmare returned to the room with the boxes of materials. She saw Fluttershy was still asleep and picked up a riding crop and smacked Fluttershy’s pussy with it. Fluttershy awoke with a lustful moan instead of the pained scream of most ponies.

“You’re awake Fluttershy, good. Now it’s time for you to make a choice,” Nightmare stated.

“Wh-what choice Mistress?” Fluttershy asked curiously.

“To continue with your training, or stopping here and being my toy slut for the rest of your life,” Nightmare said.

“W-wasn’t my training to make me a toy slut, Mistress?” Fluttershy asked confused.

“Only the first part, the second half of your training will be quite extensive and therefore will require adjustments to you. This process may be incredibly painful but it will allow you to go through the next half of your training without stopping until you are done.”

Fluttershy considered this for a moment.

“Please Mistress, let me take the second half,” Fluttrershy begged.

“Very well, prepare yourself,” Nightmare said with a sadistic grin on her face.

Nightmares horn lit and the bindings on Fluttershy were undone and she was free to move around, her wings stretched out instinctively after being bound for so long. Fluttershy was enveloped in a cocoon of darkness.

Pain and pleasure jolted through Fluttershy’s body as her wings lost their feathers and reformed into bat wings. Her eyes burned as her irises became pink and pupils slitted like cats. She could feel her face rearranging, becoming even more feminine then it was before. Her fangs grew out and hollowed out, allowing her to drink blood or administer an aphrodisiac. Her tongue grew longer until she could control it like another limb. Nightmare decided the ears could be smaller than what she had with Twilight's spell and they grew an inch instead of a foot. the Tips of her ears gained little tufts of fur, making her even more adorable. Her muscles grew and condensed, leaving a plush and jiggly body with the strength of body builders. Her figure went from super model to near feminine ideal. Her already ample breasts grew out to F cups and her butt became hand filling. Her fur grew slightly darker and her mane and tail became slightly ragged. Fluttershy had been turned into a special kind of thestral.

Fluttershy’s mind was a mess was Nightmare Moon put the last of the masks on Fluttershy’s face. This one was special, it held no dildo, and was shaped far differently from the other two masks. It was a silver mask, decorated with runes and symbols that would satisfy the new diet of her pet. It also had the added benefit of being very easy to enchant and change enchantments on it.

Fluttershy’s first thought as the new video played was, what’s going on? The video was of Fluttershy herself in her new form, whipping the same group of beings from before while her mistress stood behind her, teasing her sensitive bits. The face on the slaves and Fluttershy were absolute bliss.

My name is Flutterbat… I am Mistress’s loyal dominatrix… Dominating these slaves is so fun… They love it when I break their wills… I like the feeling of them submitting to me… Breaking their wills is a kindness really…

Then Nightmare Moon began doing the same actions as the video, causing Fluttershy to moan happily and accept the images. The video turned to first person view while Nightmare Moon fucked her. Her mistress was always doing something to her or watched from the side. The feeling of being played with like in the video, slowly turned Fluttershy’s mess of a mind into Flutterbat's mind. The video and whispers changed every once in a while to Flutterbat doing different acts of domination on the slaves. The occasional video of submitting to her mistress brought back her previous training and kept her happy as Nightmare Moon’s loyal dominatrix.
♦ ♦ ♦

After two straight months of this treatment, Nightmare Moon decided that was enough training for her newest dominatrix. She ceased the enchantments on the mask and stopped pleasuring the thestral. Then she removed the mask. Flutterbat’s first action upon seeing her Mistress was to smile and proceed to kiss her and bow. Fluttershy’s treatment and transformation had turned her into Flutterbat, Nightmare Moon’s loving dominatrix.

“Rise, servant,” Nightmare Moon commanded. Flutterbat obeyed immediately. Nightmare Moon smiled and said, “Let us get you dressed.”

Her horn lit up once again and the materials in the long unused boxes floated out. Bars of pink metal with lighter pink running through it were the first to float out. The lighter pink slightly glowed and made it look as if the darker pink was growing and shrinking slightly.

“This metal is known as Embersteel, it is a rare metal that looks like lava but is cold to the touch like normal steel. It’s heat proof and also very magic conductive, making it an excellent metal for enchanting. The pink color is from an extremely rare form. Fortunately I know where all the veins of this metal, and a few other rare metals like it, are on Equus.”

Flutterbat looked entranced at the sight of the metal. Then the metal melted and reformed into high heeled platform soles on each of Flutterbat’s feet.
What looked like black leather floated out of the box next. Flutterbat eeped at the sight of it.

“This is a special kind leather Flutterbat. You would be surprised to know that dragon scales can be treated to become leather. This is made from such scales; I know how you like your animal friends. While you were being trained I was making this in the times I wasn’t playing with you,” Nightmare gave the thestral a kind smile. Flutterbat blushed and nodded, overwhelmed by her Mistress’s kindness. Sheets of black leather wrapped around her feet and attached themselves to the soles. The leather formed open-toed, thigh high boots, the outer side of each boot was slit open from top to just above her ankles. Small embersteel chains, each link no bigger than her nail, formed and laced her boots from the top of the opening to the bottom. The top chain of her boots gained two new medals in the shape of her Mistress’s cutie mark right in the middle of the chains. Black silk panties formed on her crotch and fit snuggly. A black band was tied around the base of her tail, small embersteel spikes coming out of the leather. A front open leather corset was wrapped snugly around her midsection. The back was cut low enough to let her wings move freely. The V shaped opening started from just above of her stomach and covered slightly over half of each breast. The corset’s front opening was held by embersteel chains and seemed to be struggling to contain Flutterbat’s sizable breasts. The opening was held together by pink chains, and left her shoulders bare. The leather opera gloves formed and pink chains laced down the outer sides to match her boots and corset. A collar formed with a gold pate, inlayed with embersteel to spell out ‘Mistress’. Finally a star anise in full bloom, made from embersteel was placed in her mane.

“Mmmm yes. You look excellent,” Nightmare stated, Flutterbat blushed and attempted to hide behind her mane. Well old habits die hard. Nightmare Moon gave a wicked smile as she said, “Time for your new assignment. Get ready to make Rainbow Dash join us, in any way you want.”

Flutterbat smiled evilly at that, her mind thinking of all the ways she would torture Dash and then the fun she and Dash would have when she give her release, after she pledged herself to Mistress, of course.

Twisted Loyalty

In a flash of teleportation, Nightmare and Flutterbat found themselves in a positively massive throne room. A long silver carpet with blue tassels, it contrasted nicely on the black marble floors. Carved pillars of black marble held the high arched ceiling of the throne room. Massive cut outs in the wall sparkled slightly with magic, holding back the wind, but letting air and living beings in. the ceiling was a masterpiece of art. It depicted scenes from past battles in the shape of Celestia’s cutie mark near the entrance. Scenes of joy and celebration were held in the shape of Luna’s cutie mark in the middle of the room. But the roof was bare over the throne, stone clearly uncut and waiting for someone to carve it. The massive black steel doors with mithril decorations opened to admit Rarity.

“Oh, Queen Nightmare Moon! I wasn’t expecting you back so soon,” Rarity said. Then she noticed Flutterbat. “Fluttershy? Is that you darling?”

“Hello. My name is Flutterbat now, do I know you?” Flutterbat asked, wondering how this mare knew her.

“Fluttersh-,” She coughed into her hand and continues,”Flutterbat, it’s me! Rarity!” the black unicorn said. Comprehension dawned on Flutterbat’s face as she realized she wasn’t the only one Mistress had recruited.

“Rarity! I’m so sorry I didn’t recognize you!” Flutterbat apologized. By now Nightmare had strode over to the throne and sat on it. She watched with an amused smile at the reunion. The mares shared their stories of how they came to be in Nightmare Moon’s possession, when the massive form of Spike’s feral form flew through one of the openings in the wall and landed around the throne. Spike lied down on a semi-circle and fell asleep as his mistress calmed the yellow threstral down.

“I-is that Spike?” Flutterbat asked.

“Yes darling, making him mine was quite a challenge,” Rarity said.

“Yours?” Flutterbat asked with a confused face.

“Yes, Queen Moon decided I could use some training and Spike was the one I trained on. He’ll listen to her, but it’s a toss-up whether or not he does what she commands. He listens to me very obediently though, must be a result of the way I broke his will,” Rarity replied with a shrug.

Flutterbat considered this new information, and looked to her Mistress. Nightmare Moon only stared at the two mares, ignoring Flutterbat’s pleading gaze and leaving her to figure it out herself. Flutterbat was frozen with indecision.

“How about we share some tip on breaking slaves in, darling?” Rarity said, noticing the thestral’s silence. This snapped Flutterbat out of her frozen state and she nodded. Flutterbat bowed to Nightmare Moon and Rarity curtsied as they left for another part of the castle, talking to each other about the best way to dominate new slaves. Nightmare smiled, it warmed her heart to see her servants act so casually. But dawn was on its way and Nightmare returned to her realm to rest and plan for Rainbow Dash’s future.

♥♥♥

2 days later

Nightmare teleported into Rainbow Dash’s home and could no one inside.

Strange. My simulacra saw Dash enter and she hasn’t left at all.

Nightmare looked around the cloud mansion. The architecture astounded the goddess, such elegant design and all made by Rainbow Dash’s hands. It conflicted greatly with what Nightmare knew of the mare.
Just then a flying sky blue fist came from the wall and connected with her left cheek. The impact not only blew away the cloud wall to reveal an angry Rainbow Dash, but had no effect what so ever on Nightmare Moon. Rainbow jumped back, seeing her punch was ineffective.

“YOU!” Rainbow shouted in rage, “WHAT DID YOU DO TO FLUTTERSHY, YOU BITCH?!?!” And she leapt at Nightmare again. Performing feats of speed and strength that were so savage it was hard to believe she was a pony. Nightmare Moon simply stood there, every hit and attack failed to affect her.

Even stranger, the simulacra saw no difference in Rainbow Dash’s behavior in the last five days. I wonder how she knew.

“ANSWER ME NIGHTMARE MOON!” Rainbow Dash charged for a sonic rainboom at the alicorn. Her momentum was stopped as chains made of shadows bound her in midair. Her wings were tightly chained to her body, her limbs fully covered in chains and held back by several chains; even her mouth was gagged by several chains. She raged against her bonds, several of the chains snapping before Nightmare put the pegasus to sleep.

“Quite interesting this one,” Nightmare said to herself and entered her dreams. Knowledge attained and she teleported the two of them to the castle, leaving another simulacrum in their place.

♥♥♥

In a room of the newly made dungeons of the floating castle, Nightmare securely bound the blue pegasus with leather shackles, then added enchanted mithril chains for extra restriction. The blue mare was spread eagle and hanging by her bonds in the middle of the room. Nightmare called Flutterbat into the room, and before she could ask, Nightmare said,

“She put up a fight and managed to destroy my shadow chains. So I decided on enchanted mithril chains,” Nightmare Moon shrugged. Then she ordered, “I shall have a little chat with Rainbow Dash, you stay hidden until I call for you.”

Flutterbat nodded uncertainly and hid on the ledge near the ceiling, made for the purpose of hiding ponies during interrogation.

♥♥♥

Rainbow Dash awoke, the first thing she noticed was she was securely bound. The second thing was that Nightmare Moon standing in front of her. Rage flared in Rainbow’s mind and she attempted to attack Nightmare.

“Such a feisty mare. If I was anything other than a goddess I might of actually been hurt by that punch back in your house,” Nightmare said nonchalantly. Rainbow struggled more, chains starting to squeak in protest.

“What did you do to Fluttershy?” Rainbow’s voice demanded an answer.

“Oh? How do you know if I did anything to Fluttershy?” Nightmare asked

“I know Fluttershy, and what you left in her place was not Fluttershy!” Rainbow shouted. “You can trick animals, you can trick new friends but you can’t trick me, Nightmare Moon!”

“Oh, and what do you think I did with little Fluttershy?” Nightmare grinned gleefully having got some form of an answer from the mare.

“I swear, if you touch Fluttershy, I’ll make you regret it!” threatened Rainbow Dash, the chain links began to bend.

“Such bold words for a helpless mare! And tell me how will you make me regret it? Will you tell Celestia on me? Or maybe attack me with the Elements again? Or maybe-”

“I’ll kill you if you touch one hair on her head,” Rainbow interrupted, malice and rage oozing from her eyes.

Silence reigned as Nightmare was shocked at what the bound mare had just stated with more conviction then Celestia being teased with cake. Even Flutterbat almost fell down from the ledge in shock.

“Such conviction, to even go against pony nature for your friend,” Nightmare said, then realized what exactly Dash had said before, and gave and evil smile, “Or is she more than a friend to you?”

That made Dash’s eyes widen in surprise, then intensified her glare at Nightmare Moon. Nightmare stroked the bound mare’s face and said,

“That mare, is already mine.”

Dash’s face froze, turned to shock, and then her eyes seemed to become entirely red. She snapped forward to bite Nightmare’s hand, but Nightmare was unaffected by the biting pony. She removed her hand from the pegasus’s mouth with little difficulty.

The chains squeaked and groaned to contain the infuriated pegasus. The runes lit up and gave Rainbow a massive shock of lighting. It didn’t even register as she raged against her bonds, chains thinning as the stretched and squealing in protest.

Nightmare lifted a hoof and motioned for Flutterbat to come down. She glided down next to Nightmare, and the raging mare froze. All anger left Rainbow as she took in Fluttershy’s new form, a whisper of arousal appearing in her mind. Nightmare easily picked up on this.

“I see you approve of her new form,” Nightmare smiled smugly.

“I-is that really you Fluttershy?” Rainbow managed to squeak out, she was starting to get aroused.

“Yes, Mistress was so kind to give me this new body and these clothes,” Flutterbat’s voice was so alluring and yet, dangerous somehow. She continued, “Also I prefer Flutterbat now, it makes me feel so much better than I was before.”

Taking Dash’s silence as an opportunity, Flutterbat got close to Rainbow and gave her a passionate kiss, her long tongue making its way to Rainbow’s mouth and pleasuring the insides of the pegasus. Rainbow’s mind completely froze.

“Mmm, you taste like zap apples, Dashie.” Flutterbat giggled a retreated back to her mistress’s side. Nightmare’s smile never left her face. Nightmare’s horn lit up and what looked like a dark blue, metal dragon skull poofed into existence in Nightmare’s hand. The helmet in question had horns curve around the back and the points faced forward and were inscribed with strange runes. The eye holes had red lenses in it, and had wickedly sharp teeth displayed. The most important part though, was that it looked made to fit Rainbow Dash’s head.

“Break her into a loyal guard, Flutterbat,” Nightmare ordered, “This helmet has the program for the training, and have fun with it.”
Nightmare grinned. She walked into a shadow in the corner and seemed to vanish. Flutterbat gave Rainbow Dash one of her smiles, ones from when she was Fluttershy, and walked over to her side, the sound of her heels and chains snapped Dash out of her daze.

♥♥♥

“Mistress is gone. It’s just you and me now,” Flutterbat whispered in Dash’s ear. “And I’m going to have so much fun making you beg for release.”

Flutterbat unbound Rainbow Dash.

“Flutters, come on let’s get out of here before she gets back!” Rainbow shouted at the mare as she was released.

“Hmm, no. I want to have some fun with you first Rainbow Dash,” Flutterbat replied and pushed Rainbow Dash into the bed behind her. Rainbow attempted to protest but was cut off as Flutterbat climbed onto the bed licking her exposed parts.

Flutterbat climbed on to the mare licking her, thighs, stomach, neck then as she advanced to Rainbow’s mouth, and giving her a kiss. Rainbow’s mind was completely frozen at this mare's actions, she knew Fluttershy would never so something like this, she would never wear something like that. Flutterbat broke her kiss and said,

“I’m kind of hungry Dashie. Do you mind if I snack off you?” Flutterbat asked innocently, Dash could only stare in confusion. Flutterbat lowered her head to Rainbow’s neck and she gently bit into Dash’s neck with her fangs and drank her blood. It should of hurt, but all Rainbow Dash could feel was immense pleasure.

A few seconds later Flutterbat stopped drinking and began injecting her aphrodisiac into Rainbow. When she pulled her fangs out, she licked the wound until closed. Rainbow’s loins started to burn with desire. In seconds Rainbow Dash, Element of Loyalty was a horny wreck at the hands of an evil version of her fillyhood crush. Rainbow squirmed as she tried to relieve herself of the burning in her pussy, but Flutterbat held her in an iron grip. Flutterbat decide now was a good time to tell Dash a few things.

“I’ve had the biggest crush on you since flight school Dashie. But I was so shy I could never tell you. Now that Mistress has freed me, we can be together, forever, you just have to join us. Join ME Dashie.”

Rainbow Dash whined with need as her loyalty and desires warred with each other. Flutterbat started to touch the pegasus in sensitive places, her leather clad fingers making it feel really good when they touched her. Rainbow dash almost wished she wasn’t wearing clothes. With each passing moment, Flutterbat stroked a different place on Rainbow Dash’s unmoving body. When she slid her hand into Rainbow’s panties and touched Rainbow’s puffy pussy, she began to stroke it and whispered,

“You can feel like this every night Dashie, Mistress wouldn’t keep us apart, and neither of us would care what others think anymore.”

The mare shuddered as the soft leather touched her pussy, she felt so good as Flutterbat stroked her. It was almost like Dash’s greatest dream come to life.

Maybe it wouldn't be so bad- No! Nightmare Moon is evil! She turned Fluttershy into – into… Dash tried to resist but already her will was waning. As she got more aroused, Rainbow’s wings pomf’d out.

“Oh Dashie. Showing your wings to me? Do you want me to play with them, Dashie?” Flutterbat asked, her voice was so soothing.

Flutterbat laid down on top of Rainbow, their breasts squishing each other. The chain holding Flutterbat’s corset together was rubbing their breasts and arousing them both. Flutterbat was making Rainbow very horny as her hand started to stroke the erect wings. She moaned as Flutterbat ran her fingers through her feathers, then she started to pant as her fingers found their way to where the wings met her back, the second most sensitive spot on a pegasus.

Flutterbat kissed Rainbow Dash again and let the full length of her tongue into Dash’s mouth. Rainbow was surprised by the length of Flutterbat’s tongue but it was ignored when Flutterbat started to stroke Rainbow’s tongue, sending waves of pleasure into her mind. Rainbow Dash’s arms wrapped around the thestral, unwilling to let her go as they kissed.

“Mmm, let go Dashie, I wanna do something,” Flutterbat whispered to the mare as they broke their kiss.

Rainbow Dash reluctantly released the threstral. Flutterbat took her panties off. She removed Dash’s panties and put their pussies together. Setting the panties on the side, Flutterbat began to slowly grind their pussies together. The war in Rainbow Dash intensified; desire was starting to beat out loyalty.

Soooo goooood… If we can be like this together then- No! Must resist… Can’t betray everypony… It was easy to tell Dash was still resisting.

“What’s wrong Dashy? Don’t you want this? Don’t you want me?” Flutterbat’s voice sounded as if she was hurt, she even put on a sad begging face. Rainbow Dash made the mistake of looking at Flutterbat’s face. Guilt shot through Rainbow’s mind.

I- I made Fluttershy sad, no Fluttershy would never do this, this is Flutterbat. She’s -

Flutterbat leaned down and one hand groped Rainbow Dash’s breast and the other stroked her wings. Pleasure assaulted the pegasus, and her thoughts shattered like glass. Each moment Flutterbat pleasured Rainbow Dash, the more Dash desired her.

Feels soooooo gooooodddd. I-I need her, I NEED Flutterbat! I can’t live without her…

Rainbow Dash had broken. Worse she had been broken at the hands of her best friend. Shame briefly bloomed in her chest, and then it was crushed by the pressure og Flutterbat kissing her and beating her tongue into submission. Flutterbat had decided to keep Dash at the razor edge of orgasm, denying Dash full relief. Dash whined like a kicked puppy.

“Do you want to cum Dashie?” Flutterbat asked seductively. The blue pegasus nodded franticly, a begging look in her eyes. Flutterbat smiled and said, “Then you know what you have to say Dashie.”

“P-please let me cum, Flutters?” Rainbow asked.

“Mmm… close enough,” Flutterbat said and gave Dash a loving smile. She ground their pussies together so hard that it pushed them both over the edge. Their dual orgasm sent them both into a stupor of bliss for a few minutes.

Flutterbat recovered first. She rolled off of the mare and put her panties back on. Her juices slowly soaking the silk.

“Dashie? How do you feel?” Fluttebat asked the pegasus.

“I… I DON’T KNOW WHAT TO DO ANYMORE!” Rainbow Dash cried. Tears running down her face. “I want you, I want you so bad it hurts. But I can’t just betray everypony, I can’t betray our friends.”

“Oh Dashie…” Flutterbat walked over to the crying mare and hugged her. “You wouldn’t be betraying our friends by joining us. They’ll join us eventually anyway, but if it’s really that hard, we could always use the helmet Mistress left for you.”

“Wh-what does it even do anyway?” Dash said, caution in her voice.

“It shows you what your life will be like if you joined us. I’m not sure but it might even show what we could be,” Fluttershy whispered.

Rainbow resolved to know what life would be like if she joined.

“Ok, let’s do it,” determination in Rainbow’s voice. Fluttershy perked up and got the helmet out.

Rainbow shuddered as Flutterbat put the helmet on to Rainbow’s head, it fit perfectly. Flutterbat activated the enchantments on the helmet and a video started playing. The video contained her doing guard exercises, it bored Rainbow Dash. But then it showed nights with Flutterbat. Dates on a massive floating castle and the surrounding city, sitting together and watching fireworks, nights of passion and sex, the love she never thought could be possible, blooming in the video. Then days of guarding and training, a pledge would occasionally flash into existence only to disappear seconds later during the training portions. After an hour of watching, Rainbow removed the helmet, knowing what she wanted to do.

Flutterbat cuddled her and looked at her with hopeful eyes. Rainbow Dash kissed the mare.

“I know what I wanna do Flutters,” Rainbow said.

♥♥♥

Nightmare Moon had been watching the entire time from the shadows. She admired the way her servant had won over the supposedly most loyal pony in Equestria in a few hours. Now that mare was ready to pledge her allegiance to her, so she walked out of the shadow and stayed in the mare’s blind spot.

Rainbow gulped and took a shaky breath, Flutterbat started to stroke Rainbow Dash’s wings, causing her to studder.

“I R-rainbow Dash, p-pledge m-myself to the s-service of N-nightmare M-moon,” Rainbow took let out a high pitched whine of need and continued, “I will serve her and d-defend her with my l-life.”

“And do anything she asks of me,” Flutterbat added.

“A-and do a-anything she a-asks of me,” Rainbow finished, nearly mad with lust at Flutterbat’s attentions.

“I accept your pledge, Rainbow Dash,” Nightmare said as she walked out of Rainbow’s blind spot. She smirked as Flutterbat kissed her new marefriend and quickly made Rainbow orgasm.

When Rainbow Dash regained her senses she realized the full extent of what she had done, and she didn’t care. All she needed was Flutterbat, and if the price was her loyalty to Nightmare Moon she was happy to pay it. She finally managed to get off the bed. She slowly got out of Flutterbat’s arms and got on her knees to bow before her new ruler.

“Rise Captain,” Nightmare commanded the mare and Rainbow obeyed.

Nightmare Moon’s horn lit up and three small piles of materials and a bolt of black silk appeared on the floor next to her. A pile of a light blue gems that seemed to have white lighting strikes trapped inside each gem, a pile of black dragon scale leather, and a pile of a dark blue metal that matched the helmet.

“Let us see if there is room for improvement though. Strip down,” Nightmare commanded. Rainbow blushed and obeyed. Flutterbat eyed Rainbow like a pack of starving wolves staring at a steak.

Flutterbat flew over to Nightmare and whispered into her ear. Nightmare smile but otherwise remained impassive.

“It would seem your marefriend wants you to be like her. What do you want Rainbow Dash?” Nightmare asked.

“Uh, bat wings are fine for gliding and all but I don’t think I can fly very fast with them,” Rainbow said, averting her gaze from Flutterbat. Nightmare gave a chuckle.

“Indeed, it would not suit you. But I do have another idea, do you trust me?” Nightmare asked.

Rainbow said nothing but nodded and stood straighter. Nightmares horn lit and Rainbow was enveloped in darkness.

In the darkness, Rainbow could feel herself changing. Her mane and tail became less physical and more ethereal, much like the royal sisters. Her irises turned from pink to an ever changing rainbow to match her mane and tail. Her body toned further as her body became ever more feminine. Her waist slimmed just a bit. Her arms and legs gained a bit more fat, just enough to look healthy and not fat. Her breasts grew to D cups and her ass gained a bit more volume. Her wings grew, the tips of her primary feathers turning ethereal rainbow. The darkness faded away to reveal a Rainbow Dash that looked like a super model to compliment her mare friend but had more strength then three earth ponies put together. Flutterbat fainted onto the bed. Rainbow Dash gasped at her new form when she saw herself in the mirror.

“Is-is that me?” Rainbow Dash asked.

“Yes, I take it you like it?” Nightmare said.

Flutterbat was the one that cut off Dash’s reply with a glomp, and a quick make out session later. Rainbow got back to her feet and Flutterbat climbed back to the bed to watch.

“I’ll take that as you both like it,” Nightmare stated.

“What am I, Queen Nightmare Moon?” Dash asked.

“Please, That was Luna's name. My true name is simply Night,” Night sighed. She continued, “As for what you are, you are now a demigoddess like the royal sisters, I just did it without giving you a horn, although you can cast magic with your hands now though.”

Both Flutterbat and Rainbow Dash’s eyes widened at this.

“I am a full-fledged elder goddess, I could make you goddesses if I wanted, but I probably won’t ever do that,” Night huffed and folded her arms. Both mares looked away, embarrassed for doubting their Queen’s power. Night decided now was a good time to get back on topic and said, “Let us get back to the topic on hand, creating Rainbow Dash’s guard outfit.”

Night’s horn lit and several sheets of leather floated up before Rainbow.

“This leather is the same as Flutterbat’s outfit, if a bit thinner. It is dragon scale leather,” large pieces floated over to Rainbow and wrapped around her forming a full bodysuit. A long slit on the back suggested how it might be removed. Bars of the dark blue metal floated up next.

“This metal is simply known as sky metal, both for the color and the fact it can only be found in the clouds of the upper Mesosphere. I suspect a great deal of cosmic and chaos magic makes up this metal,” Night started to lecture as bars of sky metal floated over to Rainbow.
The metal seemed to peel apart into miniature scale shaped pieces, each inscribed with a different rune. The scales attached to the leather and made Rainbow’s seemed like she had scales instead of fur. Night’s cutie mark emblazoned on the scales over her heart, and her own on both thighs. More bars melted and flowed around Rainbow’s arms and feet. The metal on her arms melded into a pair of vambraces, dragon heads being the prominent design with snouts ending on the back of Rainbow’s hands. The metal around her feet and legs, melded into dark blue, arched, sabatons with five claws at the end of each foot and a small spike on the heels, making her feet look like a dragons. Dragon head knee guards formed and smooth plates made up the greaves of Rainbow Dash’s new footwear.

The blue gems from the final pile floated up.

“These are lighting gems, obvious I know but I didn’t name them. They are horrible at holding magic, but they can shape it or tear it apart quite easily. They are created when a gem is directly hit by natural lighting and doesn’t break or melt. I’m fairly sure it just inverts the gems natural ability to store magic. Very good anti magic items to have though,” Night said as the gems seemed to cut themselves into claw shaped pieces.

Five pieces of varying sizes floated to Rainbows hand, liquid sky metal attached itself to the gems and became an armored glove that merged perfectly with her vambraces to form a gauntlet. The same thing happened to the other hand as the first one finished up. The claws on her greaves were replaced by the lightning gems in perfectly cut shapes. The claws melded and formed into a decorated thin strip, like that of a G-string and attached itself to Rainbow’s crotch, she blushed.

“Time for the hard part,” Night said.

Metal coated Rainbow’s wings. When the metal receded, each feather tip was now coated with metal, turning them into deadly blades. When it reached her wing bones, sky metal scale armor formed and blades appeared the outer edges. Rainbow colored, runes decorated the trim of the armor and blades. Finally her helmet was placed on her head and a jaw formed for the skull. The horns and teeth had runes inscribed on them. The lenses became clear and made Rainbow’s eyes look draconic. The armor made Rainbow look like a dragon while the mane, tail and wings let you tell it was still a pony in the armor.

Rainbow flexed her wings and tested how her new armor moved. She was surprised to find that if she bent her wrists down, the dragons on the back of her hand opened their mouths. The same thing happened when she opened her mouth and her helmet opened its mouth.

“So awesome…”

She took flight and could tell she even lighter then she was before and the armor was so lightweight and flexible, she could barely even tell they were there. The form fitting armor hid everything but let nothing to imagination. When she landed, the claws on her new shoes clacked on the floor but otherwise were like wearing heels, even though these didn’t have an actual heel.
Flutterbat giggled happily, thinking about all the ways she would ravage Dash, while Nightmare remained impassive throughout the test. Rainbow noticed this and bowed once again.

“Thank you, your Highness,” Rainbow said, “I will serve you until the day I die, your Majesty.”

Nightmare Moon smirked and thought, There is very little that can take you away from me now Rainbow Dash.

“Rise Captain. I can tell you and Flutterbat are ready to go at it again, you may both play while I go and think of ways to persuade the others to join me,” Nightmare declared.

Flutterbat and Rainbow Dash skillfully hid their happy squees as their mistress left the room. When she was gone, Rainbow Dash removed all of her armor, and Flutterbat only removed her panties. Rainbow walked over to the bed where Flutterbat was waiting and climbed on. Looking into her eyes, Rainbow lunged forward and kissed Flutterbat. Flutterbat responded by wrapping her arms around the pegasus and pulling her down on top of her.

“Oh Dashie. I’m going to have to teach you that I’m the one on top in the bed,” Flutterbat whispered. She rolled Rainbow over and quickly got on top, the blue pegasus struggled to get back on top but Flutterbat wouldn’t let her. Flutterbat took her cum soaked panties and put it on Dash’s face, the juices driving her mad with lust.

“No fair Flutters!” Dash said indignantly.

“All’s fair in love and war Dashie,” She leaned in closer, “And I know you wanna make me cum on that pretty face of yours.”

Dash replied by grabbing Flutterbat’s breasts and squeezing them. Flutterbat let out a moan and decided now was a good time to make this naughty mare beg. Flutterbat began to finger herself and held her panties on Dash’s face. Dash tried to get her marefriend off but it didn’t seem to work. Finally Flutterbat approached orgasm and pulled her panties off Dash’s face and replaced it with her pussy. Dash realized what Flutter’s plan was and happily obliged her and ate her out. Flutterbat immediately cummed on Rainbow’s face, her juices soaking into the multicolored mane.

Flutterbat was panting but decided it was time to repay the favor and ate Rainbow Dash to orgasm. They both continued until they collapsed on top of each other, exhausted and fell asleep.

Laughing Matters

Nightmare was taking the time to check up on her simulacra. Their boring lives was almost like watching the actual mares’ memories again, that is until Pinkie Pie popped up. She had made her simulacra to be near perfect copies and yet the pink one always seemed more withdrawn around her simulacra than in the memories. It had been a month since her return and she was half way to getting Twilight.

Just three more and she will be mine.

She had spent the last two weeks getting her pets ready to retake their places in Ponyville. Today was the last day her simulacra would be out and about, maybe Pinkie would finally stop trying to convince Twilight her friends were being replaced by aliens. Even if she wasn’t technically wrong.

♦♦♦

Next day

Rarity was getting settled back in her own workshop, it was surprisingly hard after crafting her castle and the outfits for her larger self. Her queen’s simulacra had managed to make things easy for her, seeing as it didn’t need to rest, and completed all the back orders perfectly. Though now that she thought about it, she didn’t need to rest either now.

Flutterbat was having a much easier time readapting to her previous schedule. She still loved her animal friends and they loved her back. Angel bunny hopped in and seemed to notice a difference in her. He threw a carrot at her head, Flutterbat ducked down and the carrot flew over her head. He knew something was up.

Rainbow Dash was relaxing like there was no tomorrow. Two weeks of guarding a mostly empty castle was boring and hard work. Rainbow decided to look at her clock and saw it was 12:37 pm. She had a photo shoot in a little under an hour. Ten minutes later, Rainbow Dash was in a penthouse Canterlot. Half an hour later Photo Finish was setting up for her photo shoot.

Ze others musht never find out about zis.

Spike was basically living his life on autopilot. When it came to Twilight’s experiments he was fully awake and trying not to get killed by some form of magical reaction. Having Starlight help provide a magical shield was a good thing too. When he was on autopilot, his mind was on his mistress.

Pinkie knew something was up with Rarity, Fluttershy, Rainbow Dash and Spike, but Twilight demanded proof that they were aliens if she was going to do anything. So she investigated. Her investigation led her to the Castle of the Pony Sisters, then to a big hole in the Dragon Lands.

Something was wrong and she couldn’t put her finger on it.

Night noticed the pink mare snooping around the edge of the hole she left in the ground and scooped her up.

♦♦♦

In the throne room of the Castle in the Sky (Name subject to change), Pinkie Pie beheld Nightmare Moon.

“Hi Black Snooty! I should throw you a welcome back to the living party!” Pinkie Pie said excitedly.

“My name is simply Night, and I was never dead,” Nightmare said impassively as she wondered if Discord made an unconscious soul bond with this mare while he was in the statue. She decided to check.

♦♦♦

Time froze as a deity council was called. Deities from all over Equus gathered into the Castle. Discord, Day, the Elementals, Harmony, Time, Space, and many more came. Conversations were struck up

“Nice place you got here Night. It would be a shame if something happened to it,” Discord commented, a hint of anger in his voice.

“Nice to see you too, Discord,” Night informed the chaos god.

“I know you’ve touched Fluttershy, Night” Discord spat, pointing a rubber chicken at her.

“Hmm, yes. I may end up taking all of Harmony’s mares by the time I’m done,” Night said.

“And may I ask why you are taking my champions?” a voice like a beautiful choir asked. It was Harmony, creator of the Elements.

“Oh just a whim, a dream and a desire,” Night said whimsically.

“Oh and what is this desire, sister?” a voice like the gentle caress of a mother asked. Night turned and saw her sister, Day.

Night blushed and mumbled, “I may have fallen for Twilight Sparkle.”

This silenced all conversation as everyone heard the eldest goddess admit she had fallen for a mortal. Now none of the other gods and goddesses were strangers to loving a mortal, but Night had always been the only one that had never done so. In trillions of years of existence, Night was the only one that didn’t fall in love with a mortal or semi-mortal. Even Discord was struck silent; the god of chaos was still for once in his life.

“And you can’t get to Twilight without taking the rest of my ponies, as per my rules,” Harmony concluded, breaking the silence.

“Yes, sorry about that Harmony,” Night apologized. “As for why I called this meeting, Discord, did you make a soul bond with this mortal?” pointing to Pinkie Pie.

“What!? I have never made a soul bond!” Discord said.

“It’s true he didn’t make a soul bond with me,” a cheery voice said.

The gods were silent once again as they all turned to see Pinkie Pie waving at them all, seemingly unaffected by the time freeze. When they all blinked, the entire throne room was covered in party decorations. Both Time and Space decided that was an excellent time to stare at Discord and the pink mare dancing around him. The rest soon followed, only to find that there were more than one Pinkies in the room.

“Can anyone tell me how this is possible?” Night asked.

A chorus of ‘Nope’ answered her. Night sighed and tried to figure out how to deal with the mare.

“I am so glad my artifacts aren’t directly connected to me,” Harmony muttered. Several gods and goddesses were thinking of changing their artifact policies to match.

“Anyone willing to help me take her?” Night asked. Many eager deities raised their hands. a chance to gain teh favor of Night was rare after all.

♦♦♦

24 subjective hours later

Hundreds on younger gods lay on the floor; gods of war, partying and other assorted things lay defeated at the party hands of Pinkie Pie. The elder gods looked in shock and Discord was rolling on the floor laughing.

“I honestly did not think that that would happen,” Night stated. The other gods could only nod in silent agreement. Night waved her hand and the younger gods felt like new. “It would appear that no willing deity can tame Pinkie Pie, so I will be closing the council soon, you have an hour to catch up and say your good-byes,” Night declared.

The various younger deities spoke with each other; it was rare that a council was called. The elder deities spoke with each other at length about what Night was doing, they all approved and snickered at the challenge Night would have to go through for her prize. Even Discord was no longer sour about Night touching Fluttershy.

“Oh and do be careful around Flutterbat, Discord,” Night warned. “She bites now.”

Discord was amused, but not a fool, “I’ll be sure to remember that. By the way, what does she like now?” he asked.

“Domination, Rainbow Dash, and she’s one of the original thestrals now,” Night rattled off. “Probably a few more things but it’s no fun with spoilers.”

Discord smiled and said, “You know me so well.”

Night waved her hand again and the council was ended and time started back up. Every deity vanished back to their domains. Night looked tiredly at the pink mare still bouncing around the throne room. Then she had an idea and decided she had nothing to lose.

“Pinkie Pie, do you wish to join me?” Night asked.

“Okie Dokie Loki,” Pinkie said cheerfully.

“You do realize there will be a lot of sex involved in this castle correct?” Night said.

“Yeppers, I haven’t cut loose in a long time!” Pinkie said. Night shrugged and prepared to return to her domain to rest.

“Don’t tell anyone about this and go back to Ponyville,” Night said as she left to rest.

What happened next would give even the deities she had just beaten nightmares for the rest of their immortal lives. Pinkie’s smile split her face. Her head reversed on her neck and she proceeded to devour herself, like a demented pac-man, from reality, only to pop back up in her room at Sugercube Corner. Night was regretting setting up those scrying spells in the throne room and went to sleep it off.

Honest Spies

After resting for two days, Night was ready to get back to Equus. the immense amount of power she had used would of cost more then the planet she was going to more then it could manage. When she arrived at the castle, it was night time and she found Rarity and Flutterbat toying with a male dragon she didn’t recognize. The dragon in question seemed to be on the verge of breaking and becoming the new pet for her dominatrices. Night waited for the dragon to break before making herself known, she didn’t have to wait long.

“Pl-please let me cum!” the dragon shouted in a pathetic voice.

“Oh no darling. You need to know your place, and more importantly, ours,” Rarity said as her crop descended on the dragon’s ass. The telltale aura of magic was being used on the dragon’s single cock, preventing him from cumming.

“Try asking again, politely this time,” Flutterbat whispered into his ear and she stroked his cock.

“P-Please l-let me c-cum, M-Mistresses?” the dragon squeaked out. The mares smiled and Rarity undid her spell.

“Your ours now little dragon, now cum for your Mistresses,” Flutterbat said as she and Rarity smacked his cock. The dragon let loose a burst of cum on the floor, and panted heavily. The mares let the dragon down and he crawled away after showing his submission. Rarity’s horn lit and the cum disappeared.

Night decided now as a good time to reveal herself.

“Having fun my dears?” Night’s voice was like musical notes and silk to their ears.

“Queen Night!” three mares shouted happily, Pinkie Pie appearing from absolutely nowhere behind the two dominatrices.

“Oh and where is Rainbow Dash?” Night asked.

“She said she had to be somewhere, Mistress,” Flutterbat said as pouted and crossed her arms. She looked so adorable when she was mad at Dash.

“I have an idea of where she is if she gave that for a reason, but it’s not up to me to tell you,” Night said. Flutterbat’s ear twitched at this but there was no other noticeable change in her demeanor. Night continued, “Anyway, I require help. Any suggestions on recruiting Applejack and what she should be?”

“Applejack would make a great spy and you could lure her in with apples!” Pinkie Pie exclaimed. This was filed under unlikely but possible.

The girls thought hard on the matter.

“Well you can’t lie to Applejack so you must tell her the truth, as for what she should become, how about the castle gardener?” Rarity said. The suggestion as considered and filed away.

“Umm… it’s not my place to say this but Applejack goes to Manehatten once every week to be a courtesan,” Flutterbat said. Rarity was shocked silent.

“Oh yea. I forgot about that!” Pinkie Pie said while happily bounced around. The spy thing just got pushed up a few notches on the possibility scale.

“Applejack is a courtesan?!” Rarity gave a dramatic sigh and fainted on a conveniently placed couch.

“What you never noticed the limo that pulls in every Wednesday after everypony else is asleep?” Pinkie Pie asked.

“Hmm… Perhaps Pinkie’s idea has more merit then I originally thought,” Night said. “Although I don’t know what luring her with apples is supposed to be.”

“It’s easy! Just give her apples and sticks!” Pinkie bounced happily on the ceiling.

Silence reigned in the room. And instead of saying goodbye, she teleported right out of the room and to Sweet Apple Acres to get away from the insanity that was Pinkie Pie.

♦ ♦ ♦

“So, how long do you think it will take before Applejack joins, darlings?” Rarity asked, attempting to ignore the amount of Pinkie insanity that just happened.

“Depends if Mistress uses the special dungeons or not. It took around three days outside of the dungeons for Mistress to turn me. It was around two and a half months in the dungeons though,” Flutterbat said.

“I bet she takes two days out here and a little over a month and a half in the dungeons!” Pinkie said, bouncing out of the room. Silence returned as the two remaining mares tried to forget the last conversation.

♦ ♦ ♦

At Sweet Apple Acres a limo pulled up, and Applejack got in. Night followed the mare to Manehatten. One boring date later, Blueblood strikes out, Applejack returns to the farm. As she enters the barn to hide her dress, Night decided to show up. She cast a privacy spell and walked into the barn.

“Hello Applejack,” her voice sent shivers down the mare.

“Nightmare Moon!” Applejack shouted.

“It’s just Night actually,” Night clarified as she knocked the mare out with a spell. She entered Applejack’s dreams and experienced yet another mortal life. When she returned, she had a malicious smile on her face. “Oh Pinkie’s suggestion makes so much more sense now.”
In a flash of darkness, the two were teleported out of the barn and a simulacrum of Applejack was left in their place.

♦ ♦ ♦

Applejack awoke to Night staring down at her. When she tried to jump back, she realized she was tied up in some shiny ropes. She started to struggle against them.

“It is no use Applejack. Those ropes are made from both magic and mithril threads, you cannot break them,” Nightmare stated.

“Jus’ because you say so, don’t mean it is,” Applejack shot back, struggling even harder against her bonds. The ropes began to glow and constricted Applejack even more. The breath was crushed out of Applejack.

“As I said, you can’t escape,” a faint smile entering Nightmare’s face. “I am here to get you to join me.”

“Ah’ll never join you, my friends will git me outta here and when they do yer gonna be sorry,” Applejack glared at the dark goddess.

“Hmmm no, I don’t see that happening. You and Twilight are the last of the Elements that haven’t joined me,” Nightmare said, grinning as she watched the mare try to deny it. Then Nightmare knew just how to make Applejack into her spy.

“No, no, no! They would never join ya, yer lying to me!” Applejack denied.

“You’re the Element of Honesty, you can tell I’m not lying,” Nightmare’s smile became feral as she started to enjoy this more and more.

Applejack looked into Nightmare Moon’s eyes and saw nothing but truth, and it nearly broke her.

“Wh-what did you do to them, ya no good varmint!” Applejack demanded.

“Much the same I’m going to doing to you,” as Nightmare’s horn lit and a mask was fastened on to Applejack’s face, a dildo on the inside was forced into her mouth. The mask was connected to a machine she had created. “Do not bother fighting it, we are in an enchanted dungeon where time moves much faster than on the outside.”

Nightmare turned a valve on the machine and a white liquid poured into Applejack’s mouth. She started to get aroused. Once she was good and horny, the video in the played. The video showed Applejack in her courtesan dress, being fucked by guards in unfamiliar armor, in a dark throne room. Night watched from her throne. Her face was of pure bliss as the stallion meat thrust into her, her tongue hanging out of her open mouth like a dog. A whispering started in Applejack’s head.

Mmm… feels sooo goooodd… more, more, give me more… I’m Mistress’s little slut… and I love it… I need more…

Applejack tried to fight it, but Night lit her horn and created magical dildos. She synced the dildos with the video and even made them squirt out more of the potion directly into Applejack’s pussy and anus. The video changes and continued to change to scenes of her being fucked or giving a blowjob. After a bit, scenes of being eaten out by mares and doing the same to them played. Then the video changed from ponies to griffons, dragons and any other sentient race on Equus. The whisper added a few lines.

I love sex… Don’t care who it’s with… I love it all… I need sex…

It took hours before the first signs of Applejack’s will started to break. Hope shattered, her body violated, her arousal and the whispers making her accept the images of her being fucked by everything under the sun and moon, as fact made Applejack’s stubborn will crumble, albeit very slowly. It took over hundred hours of nonstop treatment, and Night playing with the mare personally from time to time; to reduce Applejack’s will to nothing.

“If you’re wondering why your not tired, the bed is enchanted to make it so anything living on it would never have to eat, sleep, drink or tire until they got off the bed,” Night said to the helpless slut.
Nightmare was duly impressed at how long it had taken to even get her to this point. Her horn lit up and the video extended to Applejack giving reports to Nightmare Moon after her fucking. Occasionally a video of spy and sex training played to condition her further.

I’m Mistress’s spy… I love my job… I love fucking and tellin’ Mistress what ponies are thinkin’ and doin’…

She struggled against her bonds, the aphrodisiacs making it very hard to think straight. She tried to think of her family and how they would feel if she did these things. It held the sex conditioning a bay for a while but the spy training wasn’t something she had anything to stop. By the first hundred hours, she was as good as the Royal spies, by 144 hours she could have been the spymaster for any nation in the world. At about two hundred hours in, the pleasure broke down her defense against the sex conditioning. She no longer cared what her family thought about it, she only wanted to please her Queen and have sex. By five hundred hours, she could pleasure anything with a sex organ on the planet.

It was at this point that Applejack was unrestrained and she began to grope herself in an effort to orgasm faster. Night had used this time to think of what Applejack should wear and how she would change her. After several hours of deliberation, she shelved the topic and started to play with Applejack again.

At seven hundred hours the video changed once more. This time it was of Applejack in the field, in other words, her being fucked by strangers and targets alike to get them to tell her things. Days of looking into fashion and current events to get the information she wanted. By nine hundred hours Applejack knew fashion almost as well as Rarity.

After a little over 1100 hours after she started, Applejack had been converted into history’s most slutty spymaster. Night removed the mask but still kept the dildos fucking her as she removed the ropes. Applejack got up and looked around in a daze, she had forgotten she was wearing something as the helmet was being removed and her thoughts were jumbled. Seeing Night she quickly regained her composure and bowed to her Mistress.

Night smiled at the mare and her horn lit up. Applejack was enveloped in darkness. Her body started to change. Muscle grew and grew, only to be compressed to the limits of physics into a petite form. Small amounts of fat entered Applejack’s ass and thighs, making her look delicious. Her breasts grew out to DD cups and her stomach flattened to a smooth one pack. Her mane and tail grew slightly longer and her freckles faded a bit. When the darkness dissipated, Applejack was a blond bombshell.

Nightmare’s horn lit and the ropes unwound into threads. Strands of silk unwound from the bed sheets and joined the metal threads. The two materials wove themselves into an extremely durable yet smooth fabric. The fabric wound around every part of Applejack and formed a skintight bodysuit. Applejack wasn’t sure what to make of the body suit other then it was strangely comfortable.
Clear crystals appeared to grow rapidly from the ground, encasing her legs and arms and crawled up to her face and ears. . The crystal seemed to leave the ground and become smaller and formed various accessories. Several crystal bangles and bracelets on either arm, crystal earrings attached themselves to her ears, crystal studs entered the bodysuit and turned into piercings on her belly button and just above her clitoris. Her feet were now encased in crystal high heels and several crystal bracelets were on her each of her ankles. A crystal garter band was on her left thigh. A crystal collar formed with the word ‘SEX’ written on it.
Applejack was confused at her new attire.

“The suit can change into any color, material and pattern you desire; the crystals are part of the suit. As long as whatever you’re trying to make doesn’t exceed the mass of the suit, it can be made into anything,” Nightmare explained.

Applejack nodded and her suit turned into a form fitting, strapless micro dress. The dress was a metallic light green color, her dress just barely covering half of her cutie mark. There was a diamond shape cutout that started just under her breasts and ended just above her crotch, showing her new belly piercing. The back of the dress had a zipper for easy removal. Rubies shaped like apples and emeralds shaped like leaves were set in gold bracelets on each wrist. She wore strappy high heels that matched her dress. Ruby apples where set where the leather straps crossed each other. She turned her collar into emerald but added a gold plate with ‘SEX’ written on it. She wore an apple shaped ruby hair pin in her mane, matching the rest of her ensemble. Ruby lipstick and sparkling emerald eye shadow were applied to her face. Her nails were painted in alternating emerald and ruby. She looked ready for a night at the club now.
Nightmare moon smiled and gave a faint nod to the mare, then she teleported the two to Rarity’s castle.

Now how will you react when you react when all of your friends come to make you mine Twilight?

♦ ♦ ♦

Nightmare had teleported into the throne room where Rarity was playing with Spike and Flutterbat and Rainbow Dash in a passionate make out session. When they saw their Queen appear, they scrambled to get presentable. This resulted in Flutterbat wearing Dash’s helmet backwards and Dash with Flutterbat’s whip wrapped around her neck, both were still mostly naked and blushing very hard. Spike was miffed his fucking was cut short and Rarity curtseyed. Nightmare chuckled and said,

“Greet our newest member, Applejack, our new spymaster.”

They all looked at the blond bombshell standing behind their Queen. Disbelief shone in their eyes, until Pinkie Pie popped up behind Applejack and gave her a big hug. Even Applejack’s new strength was useless on the reality bending mare as she was picked up and swung around by the pink mare. When Pinkie let her down, Applejack put a hand to her mouth to stop form throwing up. By now the rest of the court had recovered.

“I say Applejack, I never really thought you to be one for spying,” Rarity said.

“Yes, that was the point. In this line of work, never to let anyone know you’re good at something like this,” Applejack said in an accent that rivaled Rarity’s in fanciness. Rarity was shocked silent.

“Woah, when did you get all fancy AJ?” Rainbow asked.

“Ah’ve always had that accent. Jus’ never used it round Ponyville,” she replied.

“Umm… Why does your collar say sex on it?” Flutterbat asked.

“Cuz’ it’s mah cover when Ah’m out getting information, and I jus’ got it pounded in tah me for the last month an a half,” Applejack replied with a subtle tone in her voice.

“Month and a half?” Spike asked.

“Yep. Why, did ah miss anything?” Applejack confirmed. Everyone let out a groan and pulled out a small bag containing about fifty bits each and threw it to Pinkie. Pinkie was a rich pony now.

“You made a bet on how long it would take to get Applejack to join?” Night asked, unshocked at this information.

“Ya, but Pinkie was the only one that said you would use the special dungeons,” Rainbow Dash said. “It’s only been two days,” she clarified at Applejacks confused face.

“So we got everyone but Twilight here?” Applejack said, looking around the room.

“And Starlight!” Pinkie said hanging from the carving in the ceiling.

“We getting her too?” Applejack asked.

“Yes, Harmony requires me to take all of her mortals to get Twilight,” Night said.

“How does Harmony want you to do anything Mistress?” Flutterbat asked.

“She means the goddess Harmony, the one that made the tree! She was fun at the party!” Pinkie said from behind the throne.

“There’s a goddess called Harmony?” Rainbow asked incredulously.

“There is one for any large concept, such as I am the void, darkness, and therefore I am Night,” Night clarified. “I am the oldest of the deities, beating my sister Day by a few eons even though we are technically twins.”

The group stood there absorbing this information, except Pinkie Pie, who was baking a cake in an oven that wasn’t there before.

“Anyways, shouldn’t be hard to get Starlight or Twilight,” Rainbow said.

“I agree, especially with Spikey here to help it along,” Rarity finally joined the conversation.

“Now let’s find out how we’re going to get Starlight to join us,” Night said.

The discussion began.

Even Stars have Shadows

Starlight walked the halls of the Castle of Friendship, as Twilight called it. She was lost, again. As she wandered, she found a staircase that lead deeper into the castle.

“Huh, I didn’t think there was a basement to this place,” Starlight said as she walked down the stairs. A strange feeling came over Starlight as she passed the half way point on the stairs. What she couldn’t see was that the crystal stairs had become a touch darker and the walls a bit more decorated.

Starlight came to a hallway, there were five doors on each side of the hall, but these doors were made from a black metal Starlight couldn’t identify.

Am I still in the castle? Starlight thought.

Suddenly all the doors opened and the shadows crept out of the openings. They grew and grew as they came out, then all of a sudden they shot at Starlight. Starlight threw up a hasty shield but it did no good. The shadows went through her shield like it wasn’t there and grabbed her.

“HELP!” Starlight shouted as she struggled against her bonds.

“Oh there will be no help for you Starlight,” a familiar voice, yet darker said from one of the rooms. A black unicorn, walked out of one of the rooms, her body was befitting that of the Princesses, and her dark purple and white mane and tail were immaculately groomed. But the blue dragon eyes and sharp teeth frightened Starlight as she approached her.

“Wh-who are you?!” Starlight asked, almost terrified out of her mind.

“Oh you wound me darling. I may look different but could you really forget me so easily?” the unicorn said. It finally connected in Starlight’s brain who this mare was.

“R-rartiy? Is that really you?” Starlight stuttered.

“Hmph, why does it take so long for everypony to recognize me?” Rarity huffed and crossed her arms.

“Maybe it’s the two tone mane or the fact you fur’s black now? Or maybe it’s the eyes and teeth?” another familiar and yet different voice said. “Let’s find out.”

A yellow mare walked out from the room across from the one Rarity came out of, she was smiling and showing her fangs. Starlight instantly recognized this mare, even though she was wearing a dominatrix outfit.

“Fluttershy?!” Starlight shouted.

“Hmm… Yep it’s the fur Rares,” yet another voice said.

This time Starlight only recognized Rainbow Dash because of her mane and tail, everything else was covered in armor and made her look like a dragon.

“Rainbow Dash?! Are you girls playing a prank on me or something?” Starlight had had enough and charged her horn to blast the shadows away.

“Oh silly we’re not pranking you!” Pinkie Pie bounced out of a hole in the ceiling, one of the doors was missing. Pinkie shoved a doughnut onto Starlight’s horn, disrupting her spell and somehow inhibiting her magic.

“No, we’re gonna do something fun to ya Starlight.” By now Starlight had expected Applejack, but what she didn’t expect was the way Applejack was dressed.

“Applejack? What are you wearing? What are all of you doing?” Starlight’s mind was in overdrive trying to figure out what was happening.

“I believe I should answer that,” an unfamiliar voice said. It carried power, authority and most of all, sounded like it was right next to her.

The mare of legends, the terror of little fillies and colts rose from the shadows under her. And wrapped her arms around Starlight.

“We are here to make you mine dearest Starlight,” Night whispered into her ear.

“Wh-why?” was all Starlight could get out.

“Some old rules, I really want Twilight but the rules say I have to take all the members of harmony’s champions, and that includes you,” Night whispered.

“Wha-“ Starlight was cut off by a quick drop into the shadow realm. The girls just looked at the shadow their Mistress and Starlight fell into.

♦ ♦ ♦

“Ah vote we go play games and fergit that jus happened,” Applejack said. Everypony nodded in agreement and left.
In the shadow realm Starlight was freaking out. She was still bound but now the chains were made of steel. She was naked for whatever reason and Nightmare Moon was still holding her.

“W-where are we?” asked Starlight, fear evident in her voice.

“The shadow realm dear. Its where Sombra went after he was destroyed by the Crystal Heart, its where Grogar the necromancer got his country banished, and its where you will become mine,” Night said seductively, gently stroking the naked mare’s pussy.

Arousal flashed in Starlight’s mind, briefly banishing her panic, but she was now worried.

“What are you going to do to me?” Starlight asked.

“I heard you like making everypony equal, so I’m going to make you equal to the others in my collection,” Night said. Starlight shivered in fear.

“Unlike the others, I don’t think you need any foreplay. So let’s get right to it. Will you join me Starlight Glimmer? Will you abandon your former life for a new one, under my care?” Night asked.

Starlight had an internal debate, so her mind decided to get more facts before deciding.

“What would being yours entail?”

“Power, pleasure, knowledge, and fun.”

That sounded pretty good to Starlight and her debate ceased.

“How did you get the others to join you?” Starlight was curious. Night was amused.

“Rarity and I made a soul bond with me, Spike was broken by Rarity. Flutterbat was broken and reformed into what she is now, Rainbow Dash was broken by Flutterbat. Pinkie joined when I asked, and Applejack was broken in the same way as Flutterbat,” Night replied.

“So you personally broke two of them and the rest followed…” Starlight pondered.

“Yes, I’m wondering whether you will require breaking or not,” Night stated.

“No, no. I‘ll be good, I’ll join you,” Starlight quickly said.

“Excellent, now let’s begin your transformation and training,” Night said.

“T-transformation and training?” Starlight asked worriedly. Night did not answer the mare as she produced a red curved horn.

“This was King Sombra’s horn, it should call whats left of the spirit of Sombra to us,” Night explained.

A few minutes later a black smoke crept into view. The smoke started to form into a pony with a stub of horn on their head. It was King Sombra.

“Crystallllsss!!!” the spirit cried out for its horn.

Night’s horn lit and captured the spirit in a dark blue bubble. The bubble floated over to the two mares and the chains holding Starlight vanished.

“Oh such a poor creature. Tortured for over twenty years by the Crystal Heart and driven mad by the magics used against him,” Night commented. Starlight only knew Sombra as a tyrant king, and was confused.

“I thought Sombra was a tyrant who came into power one day,” Starlight said,

“Crystals, hurt, want horn…” the spirit said from the bubble.

“No, Sombra was not a monster at first, like you he was once a little colt. When he was a newborn he was found just outside of the Crystal Empire’s barrier and brought in. for the first few years nothing seemed to be different about him other than his darker coat. But as he began to use magic, it hurt him,” Night paused to take a breath. “At the time, he didn’t know it but it was because the Crystal Heart, and artifact of light, was nearby. Sombra was a natural dark mage and therefor his magic is dark. The Crystal Heart radiated light magic and I’ll assume you know what happens when two opposing energies collide.”

Starlight nodded and asked, “But wouldn’t that mean the Heart should have killed Sombra?”
“Yes, but Sombra was strong enough to endure the collisions, which was not of a good thing. As the years passed and more Crystal Fairs were held, Sombra noticed when his illness, as he saw it back then, was the worst and asked the ruling alicorn why it was.”

Starlight was starting to feel dread about this story.

“The Crystal Empress, Princess Amore refused to tell the colt and ordered him to never speak of it again. A year later, the friends he grew up with noticed he was never at the fair and eventually drifted away from him. Ten years of solitude and pain from the Crystal Heart whenever the Empire was feeling good, which as a prosperous country was very often, Sombra endured and studied magic. Sometimes he would get visitors for magic lessons or magic related issues. Eventually he became well known and politically important. Princess Amore did not like this and added a few more enchantments to the Crystal Heart. Now, as long as the Empire wasn’t feeling negative emotions, the Heart would radiate enough light magic every second as the entire Crystal Fair in years past. Amore passed this off as a sign the Empire was doing great.”

Starlight gasped. She couldn’t imagine the pain he must have gone through. Sombra started to rage in his prison.

“Bad! Bad! Bad crystals! Bad Princess!”

“Sombra, however did not die from the increased magic as a result of this change, but now imagine how much magic would come from the Crystal Fair now that the new enchantments were in place. Sombra survived even these new enchantments and his political power grew. Seeing her plan had failed, Amore spread rumors that Sombra was ill because the Empire was doing well, he was holding them back, and the crystal ponies believed their beloved princess. Eventually his power waned and the ponies begun to shun him, the weaker he got the better off they were, was what they thought. One pony stayed with Sombra though, a pony named White Hope, and they eventually fell in love. Years past and the crystal ponies noticed they weren’t growing anymore. The empire had begun its first recession. Some of the ponies Sombra grew up with fell on hard times, and became fervent believers that, if Sombra didn’t exist anymore, the Empire would be returned to its former glory. So they attempted to kill him.”

Starlight was silent, eyes wide as plates in realization of what Night was about to say. She looked at the spirit trapped in the bubble. Sombra was crying.

“Hope, crystals hurt hope.”

“Yes, the ponies failed to kill Sombra but succeeded in killing White Hope. When Amore found out about this, she made it look like Sombra was her killer. He was sentenced to execution, and the ones that really killed Hope were regarded as heroes of the Empire,” Night said impassively. “The rescission ended a few years after Sombra’s death and he was forgotten in the celebrations that followed. A young colt found Sombra’s old dwelling a generation after he was killed. The colt had wanted to know more about magic and opened one of Sombra's old books. The particular book called spirits back to the world of the living for as long as their wills allowed them. He had used the spell many times to bring peace to the living and dead of the Empire. But this time, Sombra was called back to the realm of the living, and he returned as a malevolent spirit. He was fueled by hatred of being taken from Hope a second time by the crystal ponies. He could not return because after years of surviving under the Crystal Heart, his will was enormous and as a spirit he couldn’t self-terminate. The rest is likely what you know about Sombra, but for the reason of going back to Hope. As you can see the Heart was not kind to him and instead banished him here.”

By now tears were running down Starlight’s face. Sombra had curled up into a ball crying and muttering ‘Hope’ over and over again.

“Well enough of the history lesson. I’m going to merge you two together,” Night stated.

“Wh-what do you mean?” Starlight asked, wiping her tears away.

“I am going to put this horn inside you and force Sombra through his own horn and into you. Then merge the two of you together. This way Sombra gets another chance at life and you get his power, knowledge and can add a happy ending to his story,” Night said.

Starlight nodded and Night knocked out Starlight. She inserted the horn into Starlight’s pussy and lit her horn. The bubble opened and Sombra was turned into smoke once again. The smoke drifted into the horn and Starlight’s fur started to darken. Her pink coat turned ash grey. The purple of her mane and tail became black and the teal stripes darkened a few shades. Her pupils turned became slitted, her irises turned bright blood red, and her sclera turned bright green. Faint purple smoke came from the edges of her eyes. The horn in her pussy dissolved and her own horn became red and curved. Her teeth sharpened to look more at home in a shark’s mouth then a pony muzzle. Her breasts grew out to F cups, and her nipples became pitch black. Her butt and thighs grew slightly. Her waist slimmed and her arms and legs gained a bit of muscle and fat. Her mane grew out to reach her new curvaceous butt. Overall Starlight had become a sexy female Sombra with teal stripes in her mane and tail.

♦ ♦ ♦

Starlight awoke on a bed. She looked around and saw she was still in the shadow realm. She looked at her body in the full length mirror that appeared in front of her. She saw a female Sombra with her teal strips looking back at her. She started to panic.

“Good to see you awake,” a voice cut through her panicking. She looked to her side and Saw Night sitting there.

“Why do I look like a female Sombra?!” Starlight shouted.

“I did say I would merge you, granted I’m not done with your transformation yet,” Night replied nonchalantly.

“What do you mean ‘not done’?” Starlight had a bad feeling.

“I did tell you there was another being in here did I not?” Night said.

“Grogar, the necromancer or something?” Starlight said nervously at the prospect of merging with a necromancer.

“Correct, I have already called him here,” Night said.

Just then a bell started to ring and in a flash, Tambelon appeared before the mares. A shaggy blue ram with black horns walked out to them. He wore a bell on his neck for whatever reason.

“Ah, is this the one you mentioned my goddess?” the ram said. His red eyes unnerving Starlight.

“Yes, a fine specimen don’t you think?” Night said.

“Hmm… Yes, much potential. And so much power already flowing through her,” Grogar said. “May we begin at once your Excellence?”

“As I’ve told you, I cannot control who gets control of the resulting body, so be prepared to fight for it,” Night said, her horn lit.

“Wait, wha-“ Starlight was cut off as they were merged in a vortex of shadows and dark energies.
In the vortex Starlight could feel her body changing. Her horn split in two and move to the sides of her head. They grew and curved until the points were facing forward once again and grew out straight from there. Black runes made a spiral pattern on the horns and made them look like demon’s horns. Her fingernails grew out and sharpened, turning black and harder than normal nails. The black of her mane and tail lightened into a dark blue color. Her muscles grew and compressed, keeping her form but adding enough strength to move a mountain. Her lips grew a bit fuller and her face a bit sexier.

An unintended result of Grogar, Sombra and Starlight fighting for control of the body resulted in merging all three minds together. Night noticed this and decided to add a few spells to the forming mind. The vortex evaporated, leaving a new mare standing in front of Night.

“Hello, my Mistress. I am Princess Umbra, queen of shadows,” the mare introduced herself and bowed.

Those obedience spells worked quite well.

“Greetings. I’m afraid I must cut our conversation short in favor of a chance in scenery,” Night said, looking at the crumbling city of Tambelon. Umbra looked back and nodded.

♦ ♦ ♦

In the dungeons of the Sky Castle, two mares teleported into a special room.

“Shall we begin your training Umbra?” Night asked. Umbra nodded in acceptance.
Night floated an enchanted mask onto Umbra’s face and fastened it on. The mask played a video of Umbra being submissive to Night and Twilight. She was their apprentice in the video, yet her opinion held the same weight as the rest of the girls. It was not long until Umbra accepted it all and became Night’s protégé. She was loyal, obedient and studious.

Night removed the mask and decided it was time to dress the mare.

“Time for your fitting, Umbra,” Night said.

“May I make a request for armor Mistress?” Umbra asked.

“Hmm… Very well, but if its armor I will have to go get more materials,” Night said.

“I do not mind waiting, your Highness,” Umbra said.

“You can drop the honorifics when we’re alone Umbra. After all, it’s just to tell others how you view me,” Night said as she left the room.
Just as the door closed, a dark blue dragon dropped from the ledge on the ceiling and landed in front of Umbra. Umbra was startled and cast a shield. To her surprise, the dragon just slashed the shield apart with her claws, the shield didn’t even dissipate or register it had a massive hole in it.

“Jeez I just wanted to talk to you Starlight,” it said. Starlight now noticed the dragon had a rainbow mane and tail and pegasus wings.

“Rainbow Dash? Is that you?” Umbra asked.

“You saw me in the hallway when the queen caught you, Starlight,” Rainbow said.

“I didn’t get a good look, and my name is Umbra now,” Umbra said. Umbra told Rainbow about her creation and what they were doing now.

“You should totally go for warrior queen armor then,” Rainbow said when Umbra finished.

“Wouldn’t that be Mistress’s decision?” Umbra asked.

“Indeed it is,” Night said from the doorway, startling both mares.

“Whoops, gotta go,” Rainbow said and bolted out of the room, passing Night as she strode in with boxes of materials floating behind her. Night set them down on the floor and looked at Umbra with a critical eye.

“Hmm, perhaps Rainbow Dash is correct, warrior queen armor would look good,” Night said.
Umbra just blushed as Night started with her fitting. The first thing to come out was a black crystal, an onyx. Night threw it on the ground near Umbra’s feet and it sank into the floor. Suddenly spires of onyx burst from the ground and encased Umbra’s arms and legs. Umbra started to panic.

“Do not worry Umbra, the onyx won’t hurt you,” Night soothed the panicked mare. She settled down.

The onyx on her arms detached from the ground and formed into plates of crystal. These plates made up a pair of vambraces that were slightly big on Umbra’s forearms. The back of her hands had a strangely shaped piece of onyx connected to the rest of the vambraces. The onyx on her legs raised her feet and formed a pair of high heeled sabatons. Plates made up the greaves and stopped as it met the ornate knee guards. Like the vambraces, they were slightly too big.
Pieces of black dragon scale leather floated into the gaps of the crystal armaments, making the crystal comfortable to wear. The leather on her legs continued up to Umbra’s mid-thigh and became leather stockings. Leather gathered around Umbra’s breasts and stomach, becoming a leather corset. The corset was front open held only and showed quite a bit of cleavage. The front was laced up, straining to contain her massive breasts.

Jagged fire rubies floated out of a box and attached themselves to the upper and lower trim of Umbra’s new corset, making it look like her corset had teeth. Some of these rubies floated over to her nails and became a ruby coating on her long sharp nails.
Black silk wrapped around Umbra’s crotch and turned into a lacey thong. A sheet of black metal wrapped around her hips and became a set of tassets with her cutie mark engraved on it. The metal went to her neck and formed a neck guard that ended in a point between her breasts. A fire ruby attached itself to the middle of the neck guard, right between the collar bones. Obsidian, and perfectly cut fire rubies formed a tiara on Umbra’s head. Onyx eye shadow and lipstick applied itself to her face. Finally, a blood red cape with white fur lining the outside attached itself to Umbra’s corset, becoming a regal cloak. Umbra’s fitting was done and she looked ready to take on an army.

“Ah, excellent. Let’s show you off to the others, shall we Umbra?” Night asked.

After looking herself over she grinned, “Yes, my Queen.”

When Umbra entered the throne room, she found the other girls, plus Spike, waiting for her. Rarity was the first to speak.

“Oh darling, you’re a princess now? Rainbow Dash told us how you came to be but-” Rarity said.

“I’m not a princess Rarity, I just hold the shadow realm as my kingdom,” Umbra interrupted.

“Don’t that mean yer a Queen or somethin’ then?” Applejack asked.

“Eh it’s a title, there aren’t really any subjects to rule over in the shadow realm,” Umbra shrugged.

Night excused herself as her pets got talking. It was time to plan for Twilight.

In the Castle of Friendship, Twilight was finishing up making her preparations. The Castle was ready for whatever had been taking her friends.

The Brightest Star

Night silently snuck into the Castle of Friendship, Umbra and Spike had told her Twilight was a little more paranoid than usual. The magic of the castle certainly felt different, but not by much.

Perhaps this will go flawlessly.

As Night entered the main throne room, the map activated.

Strange. I thought Harmony said it was damaged. Maybe Twilight fixed it?

Night got closer to look at the map. The map turned red and the entire castle lit up in lavender magic. Chains made of magic burst from the map and wrapped around Night’s limbs. Night panicked and destroyed the chains. As the shards of chains met the floor, a massive magic circle activated and began draining Night’s magic. Night let loose a bolt of darkness at the edge of the circle and the circle stopped glowing. Night was severely weakened, the magic circle pulled more magic out of her then raising several mountains at the same time. She sent a magical pulse message to her pets and attempted to leave the room, only for hundreds of thousands of runes to light up on the walls, ceiling and floors. Night attempted to break through the room when she noticed the magic circle was repairing itself.

No, I cannot let that circle form again! With that thought, Night prepared to shoot the circle only for the map to activate again and bind her. Her concentration broken, the circle was complete and activated. The traps effectively held Night, the oldest goddess in the universe.

✶✶✶

Elsewhere…

In a room full of deities, elder and younger, they all watched the events in the Castle of Friendship on a massive projection. On Night’s capture the room exploded in voices.

“I don’t believe it.”

“She actually caught Night.”

“There’s over a million different runes in that room! No demigoddess should be able to do that!”

“Just how many traps are in that room alone?”

“Hahaha, that bitch got caught!” a familiar draconequus laughed.

“Oh hush Discord. We all saw her make those traps, although I didn’t think it would be enough to actually catch her,” Harmony scolded the spirit of Chaos.

“Alone, those traps aren’t. But that room is just a focal point. That Twilight drew a master circle around the entirety of Ponyville,” Time said, her voice seemed to be faster than his mouth.

“Indeed, then she crafted millions of smaller spell circles and spread them throughout the town. The most prominent would be the draining circles,” Space said, his voice was warped beyond description but very clear.

“I feel hundreds of thousands of draining circles being directed on Night, that must be a huge drain,” Earth said, his voice was a deep baritone that shook the ground.

“The power is saturating the air around Ponyville. Anymore and she could ascend to a full goddess,” Wind informed, her voice like a whisper but heard by everyone. The entire room fell silent.

“Not just a full goddess, Wind. There is enough energy to make her match us, to make her equal to an elder goddess!” Fire said, his voice sounded like a raging wild fire.

“Should we go down there and rescue Night then?” Water asked, the sounds of the ocean behind her words.

“No, we cannot intervene. The circles are enchanted to repair themselves and drain anything with more power than an average pony, even artifacts are feeling the drain,” Day said, worry was very noticeable in her voice.

“So we must wait and watch,” Sloth said slowly. Everyone went silent and returned their attention to the projection.

✶✶✶

Back in Ponyville, the message made it out fine and her pets around Ponyville gathered outside the castle to get her. But when they entered the castle, they were immediately split apart by several teleportation charms on the entrances.

Flutterbat ended up in one of the guest bedrooms. She tried to leave through the door, but she ended up back outside the Castle. She flew through one of the upper windows to find she was flying right at the library floor and desperately tried to pull up. She successfully avoided crashing into the floor but ended up going through one of the doors. This time Flutterbat was back in her own cottage. She went through the front door and ended up inside Town Hall. Flutterbat realized she was trapped in a maze even Discord would have been proud of.

Rainbow Dash ended up in a long hallway in the castle. There was nothing but a wide hallway in front and behind her, so she took flight and sped forward. The first turn was so sharp, if there wasn’t a candle every few feet Rainbow would of crashed right into the wall. It took five minutes of flying in what seemed to be the world’s longest hallway to realize she was trapped in an infinite hallway. She tried to use her new claws to cut the magic away only for the hallway to light up in runes and drain her strength. While she was being drained, she noticed the hallway repairing the infinite spell. Dash realized there was no way out.

Rarity ended up in a room full of reflective crystals, she admired herself in the crystals, until she noticed her reflections were disappearing when she move away. The reflections came out of the crystals and began to charge Rarity. Rarity blasted the clones into smoke, and sighed in relief when she saw there were no more clones after her. She looked turned around and was grabbed by a clone in the crystal that was behind her. She screamed and blasted the clone, the beam going right through the clone and into the crystal. The crystal glowed and shot a blast back at Rarity, she dodged and the beam was absorbed and redirected. Clones came out to grab Rarity and her blast was still running loose. Rarity began to fear that there was no escaping from this room.
Pinkie Pie ended up in a steel cage on the balcony of the castle. When she tried to move the cage, it was teleported back into the same spot it started. When she tried to get out, the bars thinned and closed up into a cube with one air hole on every side the size of a bit. When she decided the box wasn’t fun anymore she appeared outside the box. She took one step and ended up in the cage. The box was gone, and it was just the cage. A double tried to help her out and was teleported into the cage with her. Her hair fell flat as she realized she was trapped in an unfun cage.

Applejack ended up in the castle’s backyard, in a large crystal dome. She attempted to break out but the dome was solid. Apple jack started to dig to find she was trapped not in a dome but a giant ball. She shouted in frustration as what appeared to be crystal golems grew out of the wall and attacked her.

At least Ah won’t be bored. And she began to pummel the golems, new ones forming for everyone she shattered.

Spike had tried to leave his room the moment he got the message to find himself chained up in midair. He tried to break free and chains started to glow. The chains sapped Spike’s energy, and turned it into gems which were teleported into his mouth. He at the gems and found he didn’t get any energy from it. Spike was raised by Twilight and knew this was one of her imprisonment spells, Infinite Bonds. Spike knew he didn’t have enough power or the tools to break free and stopped struggling. He waited for this to end by going back to sleep.
Umbra was not having a good night. She got her Queen’s message and went to help her but found herself banished to the shadow realm. Even when she tried to get out, she was instantly re-banished and she seemed to get weaker with every attempt. She attempted a few hundred more times before she was too exhausted to do anything. She floated in her shadow realm, waiting for whoever set up this trap to get her.

✶✶✶

Twilight had done it! She caught the one ponynapping her friends and their replacements. As Twilight watched each of the ponies try to escape in her scrying orbs, the only one she didn’t have one for was the throne room. She had her hands full adjusting the traps to suit the needs of the situation to contain the seven doppelgangers. It took an enormous amount of power but whoever was in the throne room was powerful and provided a very nice magic pool to draw from. She had made the draining spell to stop it if it even hinted at harming life of the one caught in it.

Twilight waited a full hour before all of the doppelgangers were too tired to interrupt her meeting with the one taking her friends and little brother/son. She made her way to the throne room, when she opened the door, the pony she saw shocked her so badly that the scrying orbs all fell down bouncing on the crystal floor, the crystal balls were enchanted to be unbreakable.
There stood Nightmare Moon, her beautiful ebony fur shimmering in the light of the runes. Her gorgeous hourglass form attracting Twilight’s eyes. Her chest was clad in an ornate silver breastplate barely containing Nightmare’s breasts. Tassets covered the sides of her thighs and a pair of silver panties led Twilight to think some very dirty thoughts. Her long supple legs covered in ornate cuisse and greaves, ending in silver high heeled sabatons. Her arms were covered in the same ornate vambraces. She wore no helmet this time but she was wearing her necklace. Her eyes were still draconic slits and the dark purple eye shadow made Twilight slightly aroused to look at her.
She regained her composure and walked over to the bound goddess. She reached out to touch her but stopped an inch short. Her mind was in turmoil.

Why is she here? Is she the one that took my friends? She’s so sexy even like this. Is this Princess Luna?! What will Princess Celestia think? And many more thoughts roiled in Twilight’s mind.

“Oh? What’s wrong Twilight? I’m right here, at your mercy,” Night said, shocking Twilight out of her stupor.

“W-why are you here Nightmare Moon?” Twilight lamely asked.

“My name is Night and all those little Elements did was break a soul bond between me and Luna, and giving Luna a lot of therapy,” Night said.

“Soul bond? But that would mean you’re…” Twilight’s voice trailed off.

“A goddess? Yes, and I must say I am impressed. This trap of yours can actually hold the oldest goddess in the universe,” Night complimented.

“Why are you ponynapping all my friends?” Twilight asked, resolve entering her voice again.

“Harmony’s little rules require a full set. You are the last piece for my set, and the one I truly desire,” Night said seductively. Twilight was redder then a tomato.

“W-what do you mean?” she asked, a little hope was detectable in her voice.

“I wish to have you as my consort, my lover little Twilight,” Night said, her tone suggesting many things to the aroused mare’s ears.

“How do I know this isn’t one of your tricks?” Twilight asked weakly.

“Release these bindings and I’ll show you,” Night suggested.

Twilight knew she shouldn’t trust this mare. She knew it but she was offering to fulfill her deepest, darkest dreams. She struggled with the decision for a few moments and released the chain spell. Night rubbed her wrists and walked over to Twilight.

“Thank you dear. Now let’s get to play time,” Night said and grabbed Twilight.

“Wha-,“ Twilight tried to say before she was thrown onto the crystal table and Night pounced on her.

“I saw your dreams Twilight,” She whispered into Twilight’s ear before nibbling it. Twilight let out a moan and blushed.

“H-how long?” Twilight squeaked out.

“Since you defeated me of course,” Night replied and stroked the mare’s pussy. Twilight whimpered.

“D-do you mean e-every dream?” Twilight’s face returned to being tomato colored.

“Yes. I particularly like your more submissive dreams Twilight,” Night put two of her fingers into Twilight’s wet pussy.

“N-noooo…” Twilight moaned. Night’s fingers danced in Twilight’s vagina, murdering any thoughts of resisting Night she might have had left. A few seconds later, Twilight cummed and she was left in a dazed state. Night brought her fingers to her mouth and sampled Twilight’s juices.

“Mmm, tasty. Be a dear and deactivate all your traps Twilight?” Night suggested. Somewhere In her hazy mind she knew it was wrong, but the rest of her mind decided to ignore it and obey Night. Twilight’s horn lit and the runes and circle dimmed until they deactivated.

“Please don’t leave me…” Twilight muttered before she fell unconscious.

“Oh there’s no worry of that my dear,” Night said, picking up the mare off the table and heading to the bedrooms.

✶✶✶

Night entered the master bedroom and laid Twilight on the bed. She removed her armor and donned a more… appropriate attire for what was to come. When she was fully suited, she began to weave enchantments on the bed to make the ones on it tireless and heal them. It took quite a bit of time and power to do so but Night already knew it was worth it. Twilight stirred as Night finished up the enchantments.
Twilight woke up slowly in her bed. Her mind was barely functioning and her body didn’t want to move. She cracked her eye open to behold nothing but darkness. She found this strange as her room always either had sun or moonlight coming through the windows. She moved her head and her tired mind finally processed she was blindfolded. This instantly woke her up completely as she tried to bolt upright, only to be foiled by a collar around her neck connected to the bed by a short chain.

“Ah, you’re up, good,” Night said seductively.

“N-night? Is that you?” Twilight asked as she tried to move her limbs and magic to find she had been completely restrained.

“Yes dear. Now let’s play a game, it’s called ‘Scream My Name’.” Twilight heard the distinct crack of a whip to punctuate Night’s sentence. Twilight started to shiver in anticipation, or was it fear? Night couldn’t tell and decided to get started.

The first few hits caused Twilight pain, but soon after, all she could feel was pleasure from being whipped by her love. After five minutes she started calling out Night’s name. Ten minutes in and she screamed her name. A half hour in and Twilight had screamed for night to beat her like a toy. Night was quite happy and decided to switch games. Her horn lit and the blindfold removed itself from Twilight’s eyes.

Twilight beheld her lover. Night was in a dark blue corset with silver belts running around her midsection. Fingerless opera gloves with the same belts running across were on Night’s arms. Night was in in toeless thigh high boots, straps matching the rest of her outfit. But what caught Twilight’s attention most was the face her lover wore nothing to cover her crotch. Twilight’s arousal increased and her pussy started drooling.

“Do you want me Twilight?” Night asked, smiling.

“Y-yes. Yes, yes! I want you Nighty!” Twilight panted out like she was in estrus. Night’s smile grew feral as she climbed onto the bed, positioning her pussy over Twilight’s muzzle.

“Then service me, pet,” Night commanded. Twilight wasted no time and immediately ate Night out.

She tastes sooo good. So refreshing. Kinda like mint. I might just get addicted to this…

Twilight’s ministrations paid off as Night cummed into Twilight’s face. Twilight rush forward to clean Night off before she got up.

“Very good, Twilight. Now it’s time for me to return the favor,” Night said as she got up from the bed. Twilight watched her lover with lust filled eyes, Night’s horn lit and she grew a cock. Twilight’s eyes widened at this. Night climbed back on the bed and lined up the magic cock with Twilight’s pussy and asked, “Do you want me inside you my little star?”

“Please, please fuck me Nighty. I need you so bad,” Twilight begged. Night grabbed Twilight’s breasts and groped them. Twilight whimpered.

“Not good enough dear. Try again,” Night whispered breathlessly.

“Please, rut my brains out! I need you inside me! I need your cum! I want to have your foals!” Twilight screamed, her lust shatteringing her mind. Night grinned madly and thrust into the mare.

Pleasure lanced through Twilight’s body as she was penetrated. Her mind was shattered and all of her concerns, hesitation, and cares flowed away as her lover rutted her. The pleasure made it difficult for Night to think so the sex devolved into an animalistic rutting. Twilight was the first to cum. As her orgasm was lengthened as Night did not break her rhythm.

“Twilight, are you ready? Are you ready to be claimed? Are you ready to become MY mare?” Night panted out as she approached climax.

“Y-yes. yes! Give it to me! MAKE ME YOUR MARE!” Twilight screamed in ecstasy. A few seconds later and Night climaxed. Her magically made sperm flooded into her mare, solidifying her claim on Twilight. Twilight moaned happily as she felt the cum spread throughout her vagina. Her mind was no longer in turmoil; it was peaceful with the knowledge that she was the property of the mare above her.

✶✶✶

In various places, the traps ceased working as Twilight no longer resisted Night. Everypony ended up back in front of the castle, except Spike and Umbra, both asleep in their rooms. When they walked through the front door this time, they weren’t sent off to places unknown. They made their way to the throne room and found no one. They did however see a note was left on the crystal table for them.

Dear pets,
If you are reading this, it means you have gotten free when Twilight unarmed the traps. I will be in the master bedroom with Twilight. Knock on the door twice to let me know you are there, if you are not late you may help me play with Twilight.
Your Queen and Mistress,
Night

“Well let’s hope we aint late then,” Applejack said.

“I wonder how Mistress is playing with Twilight…” Flutterbat said.

“Well let’s go a find out darlings,” Rarity led the group to the bedroom door.

✶✶✶

Nightmare got off the bed and unbound Twilight. The mare sat up right on the bed and looked curiously at her lover. Night gestured for Twilight to get up and she did.

Nightmare Moon’s horn lit up and the black leather straps that once restrained Twilight released themselves from the bed and wrapped around Twilight. One strap tied itself around the base of her tail, the strap’s buckle gained a medal of Nightmare Moons cutie mark. Two straps wrapped around her crotch and turned into a dark purple, leather thong. The soiled bed sheets cleaned themselves and wrapped around each of Twilight’s legs and merged together until she was wearing black, silk stockings with dark purple trim. Star shaped studs formed on the trim at the top of each stocking. Sparkly, dark purple, high-heels formed on Twilight’s feet. Straps bound her midsection and fused together into a strapless, black leather, mini dress with dark purple trim. The dress stopped slightly over midway of Twilights breasts, showcasing her cleavage and two small slits on either side revealed her cutie mark. Nightmares cutie mark appeared above the small slits on either side of the dress. The back was cut low enough for her wings to move freely, and a V shaped opening was held together by dark purple laces. Her former blindfold pulled her hair back into a ponytail and became a spiked hair tie. Her arms were encased in long, fingerless leather gloves, purple lace running along the outer side of the gloves. A spiked collar with a silver tag with the ‘Night” written on one side and her cutie mark emblazoned on other formed and fastened itself on to her neck. Sparkling black eye shadow and lipstick applied itself on Twilight’s face.

Twilight looked at her new cloths with her new draconic magenta eyes. She adored her new clothes, they made her feel incredibly submissive, and she would never forget who the love of her life was now.

Nightmare Moon climbed on to the bed and pulled Twilight's collar. She loved the way her mare looked as she climbed back on the bed, and got aroused again.

“Let’s play a little dear,” Nightmare grinned happily as her mate began eating her out like a starving mare. Twilight worked her tongue thoroughly around her mate’s pussy, causing waves of pleasure.

✶✶✶

Rarity knocked twice and the doors lit up in a dark blue aura of their queen and opened. What they saw was their queen sitting on the bed with a sexily dressed Twilight’s head in between her legs.

“Hey Mistress! Are we late?” Rainbow Dash asked. Twilight’s ears twitched towards the voice.

“Oh no, you’re just in time for some rougher play,” Night replied, purring the words out. Night put her hand on the back of Twilight’s head and gently pushed her off. “Now Twilight, say hello to your friends so they can help me play with you,” Night ordered the horny mare.

Twilight whined as she was pushed off and looked back at the girls. Recognition showed in her face and she waved, “Hi girls. Wanna play?”

“What game are you playing right now?” Pinkie asked.

“Mmm, Ah think it’s called ‘Eat Your Partner Out’, Pinkie,” Applejack said flatly.

“Oh, oh, I wanna play!” she bounced excitedly. Night’s horn lit and the room itself seemed to get bigger, but most importantly the bed grew five times bigger. Everypony climbed on to the large bed and got to having fun with each other.
Rainbow and Flutterbat predictably paired off and got right into kinky fun. Flutterbat wrapped her whip around Dash’s neck and pulled her down to the bed. She removed the helmet to reveal the mess of rainbow colored mane under it. She gently stroked it and got Rainbow to look up at her.

“Eat me out dear,” Flutterbat commanded. Rainbow didn’t answer, opting to just lunge forward and eat her marefriend out of her mind. Flutterbat moaned as the mares tongue licked her inner walls and prodded more sensitive parts. She put her right hand behind her to steady her, and the left hand went on Dash’s head. “Sooo good Dashie,” Flutterbat was panting like she was in heat, pushing the mare’s head deeper into her pussy.

Applejack put her arms around the mares next to her and threw them down on the bed. They both let out an eep sound as they hit the bed. She stared hungrily at the two mares under her.

Rarity’s little pussy or Pinkie’s honey pot first? Decisions, decisions…

“Which one of ya wanna get eaten first?” Applejack asked breathlessly.

“Oh oh, me, me first!” Pinkie vibrated on the bed. Applejack gave an evil grin and started eating Pinkie out. Her left hand reached over to Rarity’s pussy and started stroking it. Both mares let out lewd moans as the orange slut pleasured them, keeping them on the edge of orgasm and teasing them.

“O-Oh fuuuuccck, that’s gooood,” Rarity moaned out.

Night smirked. Her prim and proper little princess being reduced to foul language in such a short amount time was amusing. She out a hand on Twilight’s head and she got back to eating her out. Night moaned happily, she now had seven mares in her new court. Her Nightmares.

As the girls all cummed and calmed down, Night got up off the bed, much to Twilight’s chagrin. She walked to the balcony and the mares followed her and stood in a group behind the goddess.

"Are you ready to watch me conquer, my pets?" Nightmare Moon said with a grin.

"Mmm, definitely Nighty," Twilight said as she wrapped her arms around Night’s midsection. The rest of the girls chorused their approval as the sun rose.

All of Equestria was about to know the power of a goddess, their new Ruler and her court of Nightmares.