Court of Nightmares

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.