Court of Nightmares

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.