Mon questria

by Pegra

Rating: mature
Tags: Main 6, Gore, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Princess Luna, Princess Cadance, Queen Chrysalis, Princess Celestia, Sex
Length: 23421

After becoming a Princess, Twilight discovered a forgotten spell that was left uncompleted. She completed it and it had unforeseen consequences, now six months later most of the mares have disappeared including all the princesses.

Princess Twilight while out trying to clear her head was walking along the edge of town, while lost in thought she had ventured off into the Everfree Forest pulled by some unknown force and when she finally came out of her thoughts she found herself in some very strange ruins with strange markings including some that look like claw marks possibly from a small dragon.

She was pulled by some unknown force into an underground portion and after a few minutes of walking through collapsed hallways she found a half collapsed room in which were very old books and scrolls far to brittle to be moved with normal means all but one, a strange colored scroll tube and inside a single rolled up scroll in perfect condition almost as if it was written up yesterday.

She brought it back to her tree home and read it, it contained a in completed spell which was very hard to translate but she managed to to make out enough to know that it was meant to help others become complete and it was meant to be used under a full moon.

She managed to finish the spell as it was only missing a few words and deep in the night she cast the spell but nothing obvious happened to her and so she went to bed to sleep on it. The fallowing morning she and others had disappeared.

Yet it had changed everything over the next six months mares all around Equestria disappeared it begun with Twilight, Applejack and Fluttershy all on the same night. Then Rarity, Pinkie Pie, and Rainbow Dash. Then on the third night the rest of the princesses fallowed and after that slowly mares begun to disappear all over and in some cases stallions as well.

Now more and more Stallions have begun to disappear and Spike along with Big Mac, Soarin, and Sky Stinger are searching for their friends but can they handle the dark truth when faced with it and can they survive the Eternal night and the beast with in it.

Now Its time for a new era to begin.

Published 2017-03-02 19:30:01 UTC
Last updated 2017-03-19 06:33:49 UTC

Prologue- Twilights fall

Twilight has been a princess for a few months now, still learning about friendship and still studying magic she has been juggling between the two subjects off an on now but recently shes been trying to learn more about magic.

Today shes had a lot on her mind and decided to take a walk alone around the outskirts of Ponyville in order to avoid others, as shes lost in thought about what type of magic she should focus on she feels something pulling on the edge of her mind and still lost in thought her body just fallows the pull deep into the Everfree Forest.

Finally she got hungry but when she looked around she found her self surrounded by forest growing out of some very old ruins that were sticking out of the ground in some places, while others were buried in the ground with plants growing on top of them.

All the entrances were collapsed all but one a very cold and foreboding entrance leading under the ground into complete darkness, but Twilight's curiosity got the better of her despite every fiber of her body telling her to not enter this place she again felt that small tug and like magic her fear was gone.

Once inside she fallowed the only open way as it went form one old hallway to the other she switched direction everyone in awhile after coming upon collapsed sections blocking her way still fallowing the pulling sensation in her mind like a string of yarn through a labyrinth.

Finally she came to a half closed up room and once inside she made a shocking discovery. Dozens of old scrolls and book all over the room laying in piles, and while they were far to old to move right now with out further research into spells she could use she did find one scroll tube still closed.

The markings on the outside of it were old and obviously were ancient Equestrian writing but were part of a long forgotten off shoot of any she knew, the tube was made from an unknown material and this is what seamed to have been pulling on her mind leading her into the ruins.

She opened the tube hopeful that the scroll remained undamaged and to her surprise the scroll inside was in perfect condition and form what she could tell it had on it an in completed spell written in the same writing as that on the tube.

So she put the scroll back in the tube and hovered the tube close by then made her way back out of the ruins back into the light of the overgrown forest she fallowed her own hoof-prints back amazed how she ended up her and mentally remembered parts of the forest intending to return to the ruins at a later date.

Once she was back in Ponyville in her home the Golden Oak Library she found all the books she had on ancient equestrian writing and set to deciphering the tubes message.

It was a long process but she had managed to make out only a few words that made sense the scroll was called the Teachings of the Night, and form what she understands the scroll itself was designed to be a spell to use on ponies in order to draw out hidden abilities and it could only be used at night on full moons.

She set to work to finish the spell and easily managed to finish it by replacing only a few words and finishing just before midnight, she ventured out onto the balcony and read the ancient words channeling magic into her horn and into the words she spoke.

She finished the spell just at the stroke of midnight and she waited for something to happen... but nothing obvious did, feeling exhausted form the past few days events she decided to go to bed, She barely made it to her bed when she collapsed from exhaustion.

***************

She found herself in a familiar place in the Dreamscape where Princess Luna walked the halls entering dreams that required her attention but Luna was nowhere to be found, so instead she walked the halls looking for her but instead she found herself drawn to a orangeish door and she entered it pulled in by a strange feeling of hunger.

She found herself in a random stallions dream he was flirting with a unknown mare and in that moment something overcame Twilight, she stalked over to him very seductively, each step taken slowly to purposely show off her figure her eyes always on him calling his attention to her.

The other mare seamed to turn into dust and blow away as the stallion struggled to stand up as Twilight walked up to him then proceeded to slowly walk circles around him slightly touching their bodies together sending a rush of lust through him and pleasure into her.

Finally seeing the look on the stallions face she stopped in front of him and starring into his eyes drawing him in more and more he had trouble finding words, trouble speaking and could barely stand basking in her presence fully and holey hers.

“Instead of such a common mare why not be with a Princess such as me.” she said in rather seductive voice, the stallion simply nodded his head unable to take his eyes off of her he was close to losing himself and she could tell, which seamed to have caused her great pleasure.

Twilight laughed lightly she turned around hitting him with her tail lightly and as she lowered herself to her stomach the stallion didn't even hesitate he climbed on top of her and after feeling herself being joined with him she begun to feel the purest pleasures of sex and for the remainder of the dream they continued to have sex all the while Twilight simply moaned and screamed in pleasure and happiness and deep down she begun to feel a hunger that had burned her begin to disappear and was replaced with satisfaction.

*********************

She woke up before the night was over as if she had never even fell asleep as she wondered what kind of dream that was she found herself in a different position then she remembered she was in when she slept.

The blankets seamed to be soaked with, and what seamed to be some milky substances on her flank, only to realize what it truly was and was shocked, she went to her bathroom to wash up but once inside and she looked into a mirror she could hardly recognize herself.

She was different she was pretty before but now she was like an exotic beauty, her features had changed not only in her face but her body as well she was more defined now her figure slightly sharper, it spoke of being a tempting mare, her eyes were different as well she was almost hypnotized by her own sight everything about her now was exotic, tempting, and seductive.

Coming to she quickly cleaned up and after examining herself she found that despite the dream she was still a virgin but how she has no definitive idea instead she only has an idea about it, but it doesn't make any sense.

She begun to feel weaker and weaker and when she looked outside she saw that the sun was beginning to come up and suddenly she thought about how her friends would react to seeing her in her state now she couldn't handle Spike getting overly excited and jumping her so in a panic she quickly grabbed her saddle bag some food and the scroll she discovered yesterday.

She teleport herself to the out Skirts of Ponyville but she couldn't deiced were to go, she could go to the castle of the Two Sisters but her friends could find her there she could leave the area but there was nowhere to go before the sun rises.

Suddenly she thought about the scroll and then it hit her the old ruins she could stay their until night and then come back for what ever she needed. She had just managed to make it to the ruins when the sun had risen and she entered the same underground build she found the scroll in yesterday.

She spent hours in the room where she had found the scroll pondering what had happened to her trying to recall what she had missed and wondering if anything had changed and as she pondered going deeper and deeper into her thoughts she suddenly heard Rarity, Rainbow, and Pinkie Pie talking as if they were close by.

Yet when she poked her head out and wondered around the single hallway she found no one so once again back in the room she relaxed and dived back into her mind and just like before she heard them talking.

“First AJ disappears then Fluttershy's cottage was abandoned and looked like their was a struggle, and now Twilight is missing to, what the hay happened last night?” said Rainbow Dash.

“oh oh oh.” said Pinkie Pie jumping up and down (somehow Twilight could now see them as well as hear them.) “Maybe they all went off to throw a party or or or maybe they all went to a secret party, huuh, they went to a party without us!” she said.

Rarity rolled her eyes at Pinkie Pie “Please darling they wouldn't do that remember how much trouble Twilight had choosing one of us to go with her to the Grand Galloping Gala she couldn't choose just one of us I'm sure something came up for each of them and they had to go off some where and they probably left a note we just missed it.”

“Yeah yeah your probably right Rarity I'll go back and check Fluttershy's cottage again.” said Rainbow

“I got Applejack's.” said Pinkie Pie excitedly.

“Then I'll go and search the library more well meet back at my house in a few hours hopefully with good news, but if we still cant find them we'll have to contact the princesses they might know something.” Rarity said as she walked off towards the Golden Oak Library.

As they split themselves Twilight fallowed what she believed was Rarity's presence, she started thinking about it and maybe this new power she had allowed her to see and hear others like a scrying spell there are several version of that particular spell.

But shes noticed something since becoming what ever she was since last night after she had that erotic dream she had become slightly more powerful like her magic had gotten a boost, and she remembered something she had sen in a book but it was just on the edge of her mind she could remember the title, but the contents she couldn't remember.

She was now watching Rarity in her Library now, she could see the book now next to Rarity and she simply thought about wanting and needing that book, she was surprised by what happened next as Rarity used magic to grab the book and left it hovering off to her side.

Twilight was excited now she begun to think about other book's she wanted and needed books to help her move rocks and to restore things like pillars that held up the ceilings in the tunnels or the scrolls at her hoofs.

Rarity collected them all she was under Twilight's control and after she had all the supplies she needed right now she had her place them in her spare saddle bag and then she called to Rarity who wondered out the door and into the Everfree Forest.

*******************

After an hour Rarity stood before Twilight in a trance and after Twilight had removed the books and other things Rarity had brought her she thought about releasing her form her spell but something pulled at her.

She first opened the book she had Rarity first grab the book was called Ancient myths and legends of the Unicorns, and a few chapters dealt with basic things while near the middle was a chapter about a faction of Unicorns that practiced dark magics and had created a spell to give them eternal life and unlimited power but the side affect of the spell was that they changed into demonic and monstrous beings.

Three different types but the only one that appeared in the book was one that sounded closely to what Twilight had become a Succubi using dark magic they could enter dreams where they would have sex the dreams were nearly real feeling the pleasure and draining power from the victims to enhance their own magic and life span.

It also hinted at how to create new Succubi the conditions were they had to be mare's and they were transformed through sexual actions empowered by dark magic.

After reading that a devilish plan formed in Twilight's mind, she used her magic to clear away a space in the room and to slightly remove some dust and dirt, then she created some orb lights that hovered near the ceiling, and finally she had Rarity stand in the center of the room, once everything was in place she ended her spell over Rarity.

Shaking her head as if coming out of a dream Rarity then looked around in front of her at the strange room, “W-w-what were am I? H-how did I-” she said as she turned around behind her and stopped in mid sentence as she saw Twilight who was standing at her full height thrusting out her chest and slightly ruffling up her wings.

She kept her eyes locked on Rarity's then she slowly walked out and started to pace around Rarity pulling her with her causing her to stay in place and turn with her staying in the middle of the room.

“Hello Rarity, you like my new look?” she said in a pleasant friendly voice while pouring in a small amount of dark magic to pull Rarity in.

“Darling you look divine how-.” she said but stopped as Twilight had stretched out one of her wing's and placed it on her lip to silence her which seamed to only bring Rarity further into were she wanted her.

“I found a spell that enhanced my beauty and my power, and I also learned I can share this power with my friends but there's just one slight problem.” she said with a bit of sadness in her voice.

“I'll help how ever I can darling what do I have to do?” Rarity said trembling with excitement, sensing her excitement Twilight simply smiled.
“Well to start with we do this.” she said then she strikes kissing Rarity on the lips, forcing her tongue into her mouth spreading magic as she went, through her saliva and as a magical stream, after a minute she slowly withdrew just as Rarity was getting into it, but this was all part of the plan she had came up with she teased Rarity after that a quick peck on the lips her kissing her neck their causing her to want it more and more pulling Rarity deeper into the lust she had hidden just below the surface.

She knew she could move on to the next step when she pulled back and Rarity pursued kissing her on the lips and forcing her own tongue into Twilight's mouth.

After a few minutes they both withdrew and both where breathing heavily panting and slightly moaning as pleasure over took them both, Twilight leaned in and whispered into Rarity's ear, “Now we begin the fun part, are you ready?” she asked.

Rarity only managed to make an erotic sound and through sensing her Twilight knew she was ready for the next step, “Good now lie down on your back and I'll get started after were done you'll be even more beautiful and then we'll start sharing this gift with the others.”

After she was done whispering and had pulled away Rarity enthusiastically laid down and then rolled over on her back keeping her hoofs tucked close to her body, Twilight walked over to her lower half and laid down near her exposed under belly near the most precious and sensual part's.

Rarity looked down at Twilight awaiting further instructions ready to fallow at a moments notice and when Twilight told her to spread her back legs she did so and what immediately fallowed was nothing but the purest form of pleasure she had ever felt and may have ever felt.

**********************

“Huh strange I don't sense them at all anywhere in Equestria or outside of it.” Twilight said later that day as the day turned to night and the moon had risen, she was trying to find her other friends in order to transform them like she did with Rarity but she couldn't find the rest of them anywhere.

“So what now dear?” newly transformed Rarity asked, like Twilight she had her features changed to enhance her already beautiful looks to now goddess like.

Twilight thought about it and after deciding on her next course of action she looked back to Rarity and said, “Now we sleep and move on to the secondary target, we'll have to surprise her together.”

*********************

Princess Luna was wondering through the Dreamscape when she felt a slightly familiar presence calling out to her, it belonged to Twilight Sparkle and she seamed to be in trouble.

Luna quickly made her way to Twilight's door and burst into her dream realm, she found herself in a strange semi light room with bookshelves filled with old and new books alike, a large round purple carpet that covered a stone ice cold floor, a beautiful but light less chandelier was above her with drapes and curtains extending down form the ceiling the room was windowless and the door she entered form was closed behind her.

“Twilight, Twilight Sparkle are you alright?” Luna asked as she begun to search the room for her fellow princess and a close acquaintance but she couldn't find her nor could she even sense her.

“Ah Luna I'm glad you came I need your assistance.” Twilight said behind Luna causing her to turn around to face her and as Twilight had her attention Rarity sneaked out form behind a curtain and slowly made her way to behind Luna.

Twilight could see Luna was speechless and fully focused on her, everything was going according to plan just as she thought tempting and changing an Alicorn was far different from tempting and changing a Unicorn as Luna was obviously fighting of her dark magical advances.

“Twilight Sparkle what has happened to you, if you are even Twilight Sparkle.” said Luna taking a defensive stance readying herself for a fight, still only focused on Twilight, Luna never noticed Rarity laying down on the ground longways close to her back legs she winked at Twilight the signal meaning she was ready.

Twilight saw the wink but didn't react instead she talked to Luna, “Oh I'm the real Twilight Sparkle alright, I just discovered and ancient and forgotten spell and I decided to share the results with my friend's I already shared it with one of my best mare friends, now I'm going to share it with you Luna.”

Suddenly she rushed towards Luna charging at her while pining her wings down with dark magic, Luna unable to break the magic binding her wings tried to back up instead only to trip over something causing her to nearly fall to the ground as she struggled to stay up and just as she managed to gain her footing and break Twilight's spell she rose standing on her back legs to push herself off the ground and into the air but Twilight slammed into her forcing her backwards.

She landed on her back on a bed that had appeared sometime during their confrontation, her wings pinned under her and Twilight now on top of her pining her front legs down, before she could use her back legs to kick her off some pony else landed on her back legs.

Luna was surprise to see Rarity changed like Twilight was she was pining her back legs down and like Twilight was smiling very confidently like, “You may have pinned me but I can easily escape thi-” she was cut off mid sentence as Twilight strikes locking lips she easily slipped her tongue into Luna's mouth and this time she quickly sent magic into Luna body as she could tell Luna could feel the magic entering her body and was trying to push it back.

But then Rarity strikes her lower half slipping magic in through Luna's most pleasurable and treasured spot just as Twilight had done to her earlier working together they had begun to weaken Luna.

In between Twilight leaning back up to catch her breath Luna tried to fight back with words trying to reach the Twilight she thought was still there deep down, “Twilight... please.... w-wait don't....” but her resistance was quickly worn down as the dark magic flowed through her body and brought about her hidden lust and desires.

What started as a two way attack on Luna ended up as an orgy between the three all indulging in hidden passions and secret pleasures as Luna became more and more transformed into a Succubi.

******************

“Finally now that Luna's physical body has joined us here we can start with the next course of action.” said Twilight as Luna made her way into the cleaned up underground room joining her and Rarity.

“So what do we do now, Twilight Sparkle?” asked Luna joining them in the center of the room.

“During the day we will take turns in restoring the underground ruins back to what they once were using spells form the books I had Rarity bring form my Library, in between restoring the ruins we will call other mares from all over Equestria to our new domain and turn them into Succubi as well strengthening our self's, and at night we will enter dreams to have sexual encounters with stallions to increase our power.” Twilight said as she painted a picture of her plans with her words.

“Who should we start with then, the others are gone and we tried searching for Princess Cadance but we couldn't find her either.” Rarity said.

“True but I think I know why that is.” said Twilight

“What do you mean Twilight?” asked Luna curious

Twilight turned away form them and looked at the book that she now left opened on a table that they had teleport here using their new enhanced magic and said, “The Unicorn legends said that there were three different types of enhancing that they made, I believe that like use the others were transformed but into different types who or what they are I don't know, but that is why we cant sense the others or Princess Cadance either so we should start increasing our numbers now starting with the mares in Ponyville sooner or later we'll discover what has become of the others for now we build and expand.”

Prologue- Fluttershy's Transformation

Fluttershy was sound asleep dreaming of having a tea party with all her little woodland friend's when she suddenly and unexpectedly woke up, sitting up in bed she looked around her bedroom for any reason as to why she woke up.

She was shivering with fear as dark thoughts of monsters, dark creatures and the like played through her mind, she started to see things in the shadows as she over reacted to the smallest sounds the creak of the floorboard's settling in coolness of the night.

Finally though her eyes seamed to adjust to the night and she saw nothing but her room and she was calm she thought the sun was out and when she looked out she could see as clear as day though no animals were out yet.

She figured they were still asleep and so she made her way out of bed going to start making everyone's morning meal but first she had to wash up she walked out of her room and hear the soft sounds of her animal friend's still sleeping so she quietly walked to her bathroom.

She closed the door and was preparing to shower when she saw something out of the corner of her eye something she normally only saw in her nightmares she was scared to look at the mirror to fall for this nightmare she had to still be asleep, oh she just had to.

But finally summoning up the courage to look in the mirror she saw what she had feared, it was Flutterbat her alter ego from when Twilight used a spell on vampire fruit bats and had accidentally changed her into a vampire fruit pony.

But it was the middle of the day it couldn't be this had to be a dream it just had to, “Eep” she squeaked out as she bumped into the edge of her tube with her flank which sort of hurt.

Then it hit her this wasn't a dream and that freaked her out to much, she ran through her house screaming at the top of her lungs waking up her animals friend's who upon seeing her ran out of the house trying to get away form her.

She crashed through out her house breaking tableware, furniture, containers, and picture frames that were once on her wall now they are under hoof crushed and broken.

She finally burst out of her house and then what she had taken earlier to be the sun was revealed to be the moon as she saw clearly that in the sky were stars despite right now seaming it was early morning it was in fact late night.

She saw that her animal friend's were hiding form her now scared of her and she couldn't handle that so she took off into the sky flying away form them faster then she normally could have flown she raced out and away form Ponyville and avoiding the Everfree Forest.

As she flew she slowed down crying slightly frustrated and confused and scared wondering if this was going to be yet another nightly occurrence like the last time, as she flew something caused her to stop mid flight and hover in the air flapping her wings gently to keep her in place.

She looked around trying to figure out what it was that had caused her to stop so suddenly their was nothing around her as far as she could tell, then a small gust of wind blew into her face and she caught the smell again this time she fallowed it and found the source of the smell.

Some hundred feet or so away form her was a stallion wondering through some thick brush and grove of trees heading away form Ponyville she didn't recognize him though, and even if she had she couldn't stop what was about to happen.

Before she knew it she was already ahead of the stallion hiding in the trees in front of him waiting for him to approach he was keeping a trotting speed and it wasn't long before he was in prime ambushing position.

She struck before he knew what was happening she hit him above and from the side pining him to the ground and going for his neck before he knew what was going on she vaguely knew what was going on she was drinking his blood and he was trying to fight her off she also became aware of something else her teeth felt like they were digging into something ruff and hard not soft like skin or hair.

When she looked at the stallion she no longer saw a stallion she instead saw the shining husk of a changeling, the changeling hissed at her and tried to yet aging break free but failed.

Fluttershy was so surprised she withdrew her fangs and pulled back hissing at the changeling as well, both of them hissed at each other back and forth but the changeling still couldn't get up and Fluttershy decided to just leave instead of waiting around for all she knew their were more changeling's in the area.

She jumped up into the air flapping her bat wings gaining altitude and then heading off this time she headed towards the mountains, it wasn't long before she felt like she was burning and when she looked at the sky she could see star's disappearing and the moon was going down, taking its place was the sun.

The heat soon escalated into pain as the sun rose higher and higher nearly breaking over top the mountain range, and with each second she lowered closer to the ground to avoid the sun not curious in the least about how it would feel if the sun hit her directly.

She looked around vainly looking for some were to hide but there was nothing no dense forest, no trees with large openings, no animal burrows, nothing.

And then she saw it near a small outcropping of rocks and with thorny bushes near the front of the entrance she saw a cave, she had to move quickly as the sun was rising faster now Princess Celestia must be getting ready to put the sun into its normal position she thought to herself as she raced for the cave.

She didn't have time to miss the thorny bushes instead she went right through them ripping hair out of her mane, tail, and sides, but despite that she made it into the cave with out further incident and just in case she made her way deeper in were the light wouldn't reach her.

The cave was long abandoned by the original inhabitant so she made herself at home not wanting to sleep in the dirt she hung herself upside down from a stalactite then wrapping her bat like wings around her body and their she drifted off into a state similar to meditation resting but still aware of her surroundings.

It wasn't until hours later that she heard something outside of the cave and drawing closer then she smelt a familiar scent one she smelt everyday, like a rain cloud fresh form the factory and the ting of a rainbow.

She felt something weird in her chest a strange power and need sort of like what she felt last night but this time she wasn't hungry, she lowered herself to the ground and then she positioned herself to be hard to be seen form far away, only if somepony got close to her could tell what she was now.

She started to lightly sob and sniffle and squeak out in fear and pain like she normally did when she was scared, she heard and felt the air move as her target was approaching diving head first and with out concern into the cave she was in and when the wind stopped a familiar voice called out to her.

“Fluttershy! Are you alright what happened to you?” asked Rainbow Dash a few steps away and approaching closer to her.

Fluttershy was in the middle of sniffling again but stopped mid way as if she was surprised and then said to Rainbow Dash, “Rainbow? Is that you?, h-how did you find me?”

“Well I was flying around looking for you after seeing your cottage and I saw this suspicious pony limping away form Ponyville, and when I confronted them they turned out to be a changeling.” Rainbow Dash said as she stopped behind Flutter shy explaining what had happened excitedly recreating the story.

“So I asked him some questions and I had to ruff him up a bit to get the information out of him but he finally said he saw a pony matching your description last night heading this way so I flew this way and came across some broken branches and your hair in tangled up in some thorn's and then I heard you crying and here you were, so what happened to you last night anyways and are you okay?” she said.

Rainbow Dash was getting closer to her now and was making her way around to stand in front of her, but Fluttershy knew she had to wait Rainbow Dash had a sixth sense for danger and if she sprung to soon she would miss her chance.

So she waited and in order to draw her in closer she said, “I don't remember what happened, I remember flying away form something but then my wing got injured by something and I crashed into this cave and during the landing I hurt one of my front legs.”

“Oh Dash it hurts so much I cant put any weight on it at all.” she said starting to tear up.

“Here I'll help you Fluttershy just lean against me and I'll help you out of this dark cave and then we'll meet back up with Rarity and Pinkie Pie to find AJ and Twilight.” Rainbow said as she trotted over and laid down in front and along side of Fluttershy.

Fluttershy smiled to herself she stretched out her bat like wing and wrapped it around Rainbow Dashes side covering her own wing's, “Uh, hey Fluttershy is your wing broken it feels weird like a bones sticking out or something.” Rainbow Dash said with concern in her voice.

“Oh no, everything is fine Rainbow I'm just going to share with you what I recently experienced.” said Fluttershy as she turned to face Rainbow Dash face to face during the time Rainbow had spent in the cave her eyes had adjusted to the darkness and Fluttershy could hear her growing concern, from the rapid and increasing pace of her heartbeats.

Face to face now Fluttershy saw the fear in Rainbow's eye's, she also felt her hunches strain ready to spring back and so she struck, digging her fangs into Rainbow Dashes neck and putting her full weight into the bite, she flattened her onto her side pining her wing's, one was pinned under her side against the cave floor the other was pinned against the cave wall.

She sucked Rainbow's blood out slowly and as she did she could feel the power welling inside of her leaking out through their contact Fluttershy willed this unknown power to burst out instead of leak.

And as it entered Rainbow's body she seamed to get excited her breathing became heavy and fast, her heart rate was drumming along, and every few seconds or so Rainbow would make a erotic moan or a suppressed scream of pleasure.

Rainbow couldn't hide what her body felt through their connection Fluttershy felt it all, she knew she was excited and that made her excited as well, Fluttershy maneuvered Rainbow Dash on to her back and once she was on her back with her head laid out to her side neck exposed Fluttershy sat up and looked down at her mare friend.

She smiled showing her fangs, licking them and her mouth savoring the blood of Rainbow Dash, a sudden confusion of pleasure rushed through her as she swallowed the blood unable to hold back any longer.

“DASHIE!!” she screamed out in a extremely lustful, longing, and greedy voice before she lowered herself fully down on top of Rainbow Dash's exposed belly, belly to belly she moved her own body slightly as she went to work.

She first licked the spot she had bitten Rainbow Dash running it over the puncture spots and then into them lapping up more blood all the while she let this power inside of her flooded out anywhere she could push it out through her saliva, through the small hallow veins in her fangs dripping out as a liquid and even out through her sacred spot.

All the while Rainbow Dash went with it moving with her fully intoxicated in this new and strange pleasure, and as Fluttershy pulled away to swallow blood she had lapped up with her tongue Rainbow chased after stealing a kiss.

At first Fluttershy was surprised but then she returned the kiss and chased after Rainbow when she pulled away form her, both playing an erotic game of tug or war with their mouths and tongues, all the while moving their bodies together rubbing up against one another causing one or both to moan in pleasure.

*******************

It was night now, and along side Fluttershy was newly Transformed Rainbow Dash her wings were bat like and she was now sporting a pair of fangs just like Fluttershy.

“Well I don't know about you but I'm pretty hungry, how do we eat now?” asked Rainbow Dash.

“We feed like I did with you biting into the necks of other ponies.” said Fluttershy

“We can't go back to Ponyville, Twilight's got that reversal spell she used on you the last time and I think I overheard Spike mention how she had worked out the kinks in the spell.” Rainbow said.

As Fluttershy was thinking about what they could do she remembered the changeling form last night and a though entered her mind she checked the area around them and saw what she was looking for off in the distance with her enhanced vision she could easily tell where it was.

“You remember that changeling from earlier?” she asked Rainbow.

“Yeah, but with out knowing were the others are how can we find them?” she asked back.

Fluttershy pointed her wing in the direction the changeling was heading and then to the distance as she said, “The changeling was heading northward and whats is northward and can be reached through train form Ponyville and has someponies who have had a history with the changelings before?”

Rainbow was fallowing her as she talked and saw what she saw and then she understood what she meant, “The Crystal Empire and Princess Cadance.” she said smiling at Fluttershy.

'Exactly and if we turn Cadance into one of us we could use her to lure Twilight and the others to us.” she said gazing at Rainbow out of the corner of her eye.

“You want to change them into what we are? What about going back to normal?” asked Rainbow with a neutral expression on her face.

Fluttershy looked and Rainbow and she thought about it as well, sure at first she was scared, and freaked out but she had time to adjust to it and she also realized she liked this power.

With it she had been able to do something she had only dreamed about and that was of course being physical with Rainbow Dash, with this power she could create all the fantasies shes ever had with all the Princesses, her friends some other ponies in Ponyville and all over Equestria, hell she could even enact the dream she had with Queen Chrysalis.

She stood up taller and spread out her wings and said, “I don't know about you but I like this new power its made me more assertive, more confident and now I can enact all of my secret desires.”

Rainbow gently smacked Fluttershy's flank with her own, “Oh does that include what happened last night between you and me?” she asked innocently.

Fluttershy kissed her and said, “Yes but it also includes our other friends and the Princesses as well.”

“Then that's fine but lets include Spitfire as well okay.” Rainbow said walking a few steps away form Fluttershy getting ready to take off.

“Spitfire really?” Fluttershy asked surprised as she walking up to Rainbow's side.

“Yeah haven't you ever looked at her in her Wonderbolts uniform it get me excited.” Rainbow said taking off into the sky and waiting for Fluttershy to join her.

Fluttershy shook her head and laughed “Alright sounds good to me we'll include her to but lets get started now so we can enjoy our self's sooner rather then later.”

And after joining her in the sky they took off towards the Crystal Empire flying faster then either of them could before as regular Pegasus.

*********

“It's odd, where's the sun at?” asked Rainbow Dash as they flew on towards the Crystal Empire.

Fluttershy and Rainbow Dash had gotten caught up in a bad blizzard and it had forced them to fly at a normal pace in order to try and get through it but they had used up much of their night time and now the sun should have risen already.

“I don't know but lucky for us I'd hate to think of what would have happened to us if sun was out now.” she said to Rainbow who was flying at her side now.

She looked around and found a chasm in the snowy terrain, “Lets fly down in there and see if we can find a cave to hunker down in until night time and then well continue to the Crystal empire tomorrow.” she didn't even have to wait for Rainbows response as they both dived toward the chasm together.

Flying along Rainbow slightly under Fluttershy they searched for a cave or any sort of dark spot to hide in, “Hey Fluttershy look over there isn't that a cave mouth there?” Rainbow asked stretching her neck in the direction of were she thought a cave mouth was at.

Fluttershy saw were she was pointing and as they got closer she could see it was in fact a small cave opening she stopped and hovered in front of it along with Rainbow it was to small for both of them to enter or to even have their wings stretched out.

“It is but how do we-” she didn't even finish asking before Rainbow preformed a back flip in midair and angled towards the opening folding her wings in and easily slipping into the cave inside.

'That's how, it nice and dark in here and goes back quite a ways further in.” Rainbow reported back from the other side obviously it was large enough they could fly inside since she was hovering just on the other side of the opening level with Fluttershy.

“Come on Fluttershy I know you can make it just do exactly what I did.” Rainbow said encouraging her.

She was just getting ready to start when she begun to feel hot, fearful she realized the sun was beginning to rise for what ever reason Celestia was late in raising the sun she was in an awfully big hurry to raise it now.

With out any practice and only getting one chance at it she did a back flip in mid air and then folding in her wings she barely was able to slide into the opening nearly getting stuck at the bottom but thanks in part to Rainbow using her tail and wrapping it around one of her front legs she make it inside of the cave.

“Really lucky we found this cave.” she said to Rainbow sighing and taking in a lung full of air, which is how she caught hold of the faint smell that was lingering in the cave.

Rainbow was going to comment back but after she saw Fluttershy's expression change to a serious and hunter like look she stayed quite and looked around to see if she could see if their was anything Fluttershy was maybe seeing.

“There's a changeling in here, probably further in, it smells different form the one the other day though.” she whispered to Rainbow.

She locked eyes with Fluttershy and both nodded to one another as they silently flew deeper into the cave Fluttershy leading the way fallowing the smell, they were deep in and despite the many off branching tunnels she stayed on one course and soon they found themselves in a large cavern with some rock and a lot of ice icicles hanging form the ceiling.

Fluttershy landed quietly on the icy floor and after Rainbow joined her they stayed with their flanks touching each other and facing different ways searching the floor and the ceiling for anything that was off.

But they couldn't see anything neither had wrapped their tail around the others leg and tug to gain the others attention, where ever the changeling was it was obviously staying hidden after all the changeling was in enemy lands.

Feeling slightly frustrated and suddenly aroused like she was when she smelled Rainbow the other day she began to listen closer trying to concentrate for a heart beat, breathing anything that would give them away.

All she heard was her own heart beat and then Rainbows which sounded the same as hers she also thought she heard Rainbow panting slightly and quietly with excitement.

But nothing else and just as she was about ready to shout out to draw the changeling out, when her eyes seamed to have changed focus as now she was seeing things very differently everything was a dark shade of blue sometimes completely black other times white and when she looked at her own legs or behind her at Rainbow she saw a solid mass of red, yellow, orange, and white for both of them.

Then feeling excited she looked around the cavern and saw what she was looking for a solid colored mass in the shape of a boulder near the far end were their wasn't any snow or ice just uncovered stone.

Rainbow felt Fluttershy tugging on her leg with her tail and when she turned to look at her Fluttershy had one of her wings extended and the small bony spike they had on their wings was placed on her lip meaning to stay quiet.

She then moved her wing out so the pointed end was pointing to some exposed and barren rocks, which could only mean some how Fluttershy had found the changeling's hiding spot she made a note to ask her how she did that after this was over and instead she used her hoof to point to herself then she pointed to the ceiling were a small bunch of ice icicles were hanging down.

Fluttershy knew what she meant when she saw it and nodded to Rainbow who silently took off and flew up to the ceiling and hid their hanging upside down and blending in to the darkness as best as she could.

Fluttershy slowly walked over to a spot a bit away form the cluster of rocks she hid behind a small snow mound and then she made eye contact with Rainbow and nodded.

Rainbow watching Fluttershy saw her nod to her and she decided that it meant she was ready to start drawing out the Changeling, Rainbow lightly tapped one of the ice icicles near her and it fell to the ground making an ear shattering sound as it broke into thousands of pieces on the cavern floor.

At first nothing happened she watched Fluttershy and the rocks at the same time waiting for a signal or movement form the rocks themselves, but nothing happened, then she saw Fluttershy doing something behind the snow mound she was hiding behind and waited to see her response.

Fluttrshy was just finishing making a snow ball with her tail and she threw it down one of the branching tunnels leading into or out of the cavern, as it hit somewhere down the tunnel the sound it created sounded like a hoof stepping on the snow with a slight crunching sound.

This time as both of them watched the boulder changed form boulder into a tall imposing being crossed between a bug and a pony but this one resembled an Alicorn rather then the common drones she normally commanded, as Queen Chrysalis appeared before them.

Still hidden were they were the scent of her filled both of their noses like a moist cave with fresh water flowing through it Chrysalis's scent invaded them and made them salivate and crave to bite into her flesh and taste her for all she was.

Chrysalis was slowly walking towards the tunnel staying in the shadows she was, getting closer to Fluttershy now and as she and Rainbow locked eyes she nodded to her and then towards Chrysalis.

Rainbow understood she slowly unwrapped her wings and as silent as she could she extended them before releasing herself and then glided towards Chrysalis, but something must have tipped her off as Rainbow was on her approach Chrysalis turned towards her she didn't look up at first but after seeing nothing behind her she glanced up to see Rainbow gliding towards her.

With Chrysalis's attention on Rainbow, Fluttershy burst forth hissing at her trying to get her attention, and it work as she looked over towards her in surprise of the hissing sound Rainbow flapped her wings once and accelerate far faster then she ever could when she was normal.

Rainbow slammed into Chrysalis's side knocking her down, then Fluttershy a moment later pounced onto her as well both of them holding her down, Chrysalis struggled against them and begun to say, “You fools again, Princess Twilight's little side kicks huh? Do you really think you can keep me pin-”

Before she could say more both Rainbow and Fluttershy bit into Chrysalis's neck, “Ahhhhhhhh.” she screamed out in pain, but slowly as they both attacked and poured magic into her it changed from pain into pleasure and then into an erotic moan as each took a turn sucking her blood lightly then licking the bite.

They took turns locking lips with her sometimes kissing her at the same time locking all three of their tongues into a battle royal inside of her mouth, they used their hoofs to stimulate her sensitive spots gently massaging it taking their turns switching off and on.

And soon Chrysalis was so intoxicate with them both that she to was joining in on the fun as well using her own bug like hoofs on them and soon Fluttershy and Rainbow were working on one another as well guiding each other to the highest point of pleasure all the while Rainbow and Fluttershy poured in the power inside of them just like Fluttershy had done to Rainbow.

Queen Chrysalis soon became just like them changed into a vampire while experiencing untold pleasures pleasures that only a vampire could enact to another, and even though she had changed fully it didn't stop them from continuing the fun as neither one was willing to end this experience.

What else were they to do until nightfall?

***********

The rapid approach of somepony is all Cadance heard in the dead of night, she was fast asleep alone in her bed, Shinning Armor had gone to Ponyville to investigate his sister, Princess Twilight Sparkle's mysterious disappearance and along with her her five friends had also disappeared with out a trace.

A knock came at her door fallowed by the familiar voice of one of her guards a Crystal Empire native, “Your highness we have news from Canterlot.”

Cadance out of bed opened the door to see the guard who had a nervous and serious expression on his face he was looking form side to side as if looking for eavesdropper.

“Yes what is it commander?” she asked the fidgeting guard.

He leaned in closer and whispered, “Princess Luna went missing last night from Canterlot, no one saw her leave and no one knows where she went, Princess Celestia also wishes you to be careful as she has no idea whats behind these events.”

“What shall we do Princess?” he asked her after a brief pause to let her take in everything.

Cadance was concerned now not only since Twilight and her friends had gone missing the wielder's of the Elements of Harmony but now Princess Luna has gone missing as well, what in Equestria was going on these last few days.

She was about to reply whens she saw out of the corner of her eye something moving around her balcony, it wasn't large and it seamed to be flying, a bird? Perhaps, what ever it was it didn't stay around long as it dropped something and then left.

“Double the guard but don't make it public that Luna has gone missing as well we don't need another hysteric panic.” she said to him as she stepped back into her room.

As she closed her door the guard bowed slightly and said, “Right away your Highness.” before he started running off down the hallway in the opposite direction he had come from.

Once the door was closed though she headed immediately to the balcony were upon opening it she found a scroll rolled up and tied to a rock to keep it from blowing away in the night wind.

What was written on the scroll after unrolling it shocked her deeply, attached to the message was a map leading outside of the city near the edge of the barrier that kept the snow back was a small abandoned cottage and this is were the map was telling her to go.

Along with the map was two small braids of familiar hair, one with rainbow color and another pink, they belonged to Twilight's friends Rainbow Dash and Fluttershy.

Then the message itself only said, (Come alone, tonight if you want to see them or the others ever again, or else.) It was clear what she had to do now, and maybe who ever had Fluttershy and Rainbow Dash also knew where Twilight and the other's were including Luna.

And obviously it was a trap but what else could she do they were the closest ponies to family she had and she wouldn't leave them in danger, with out hesitating she flew off avoiding the guards and flying low headed for the outer edge of the barrier.

Cadance was outside of the cottage now, it was a mess, the roof was about to collapse and the door hung slightly open, the windows were dusted and she couldn't see in.

With no other choice she opened the door as best she could and walked in but no one was in the first room, there was also no upstairs either the only good news was no one jumped her yet.

The as she looked around Cadance hear a muffled groan and a sniffle of somepony crying, it came form below her and as she headed to a hallway she discovered that it lead to a bedroom one way which was missing the door and had a thick coat of dust on the floor.

The other way lead to a closet like space completely dark but when she light up her horn with magic she discovered that their was a trap door and leading to it was hoof prints in the dust a set going down, another coming back out and another leading back down.

She took it to mean that one pony had taken two trip's into the basement one for Rainbow Dash and one for Fluttershy or vice versa and then they didn't come back up so who ever was behind this was still down in the basement waiting for her.

But with little choice she opened the door as quiet as she could and then slowly descended the stairs down into the darkness she dimmed her light on her horn though not wanting to give herself away.

There were several rooms down below with all the doors open and some light slipping through the cracks in the roof and cracks in the floor above, she could sort of see and so far she couldn't see anything.

But there was one room she couldn't see into with out going around a corner, she made her way over to the wall that had blocked her way and poking her head around she looked down a hallway, a little ways down she could just make out the blue hair of Rainbow Dashes flank and the rainbow hair of her tail.

She slowly walked down the hallway expecting an ambush at any time but still nothing she looked behind her ever once in awhile to see if anyone was jumping out behind her but nothing happened, her inner voice was screaming for her to run away sensing nothing but trouble.

But no matter how much the voice screamed at her or how hard it became to move her legs she continued to walk forward until she was just inside of the room right in front of her just a hoof stretched away from her was Rainbow Dash.

She could just make out her outline and still could see her flank and tail clearly she gingerly stretched out her leg to touch her when she got a cold chill as right before her eyes the blue of Rainbow Dashes flank changed into a solid black mass hair into a shiny hard shell like skin and the tail turned into a dark cerulean.

“Well well well, if it isn't Princess Cadance.” said Chrysalis as she stood up turned around and keeping hidden in the shadows, only her green eyes revealing her position.

“Chrysalis, I should have known you were behind this all, what have you done with Twilight and her friends and Princess Luna.” Cadance demanded from the changeling queen.

Though she couldn't see her facial expression Cadance could tell she was surprised, “I did nothing to Twilight or Luna or the other three friends but Rainbow Dash, and Fluttershy are here, look their right behind you.”

She figured it was a trap but she couldn't help but turn around as her inner voice was now screaming at her to run, her heart was beating so fast it felt as if it was going to burst out of her chest, and she was so scared now he legs wouldn't even move.

And when she turned her head around to look behind her everything froze, her legs stiffened up, her heart stopped for a second, and the blood that was pumping through her veins and causing her to feel like she had a fever were now ice cold, and she shivered as she beheld a terrifying scene.

For behind her was indeed Fluttershy and Rainbow Dash but they were very different, they had fangs jutting slightly out of their mouths, their wings were no longer like hers with feathers instead they were bat like, Fluttershys eyes were red, Rainbows were now orange both seamed to be glowing just like Chrysalis's eyes.

She went to look back at Chrysalis but instead before she fully turned around she was being pushed into a wall with Chrysalis's mouth around her neck and pushing her up against the wall, she saw in horror as Chrysalis was the same as the other two her wings were bat like ans the fangs she had before were now longer, longer then Fluttershy or Rainbows.

Ans she could feel the blood being drained form her body and something else trying to invaded her body as well she was getting ready to fight back against Chrysalis, when she heard a hissing fallowed by another sharp pain as she was bitten again, this time by Rainbow Dash.

She screamed out in pain and watched as Fluttershy slowly approached her as now Rainbow and Chrysalis was licking the wound sticking their tongues into the puncher spots sometime venturing off to kiss along her side or behind her ears nibbling on them before licking out more blood.

Fluttershy was now standing before her looking down at Cadance with a malevolent smile Cadance was about to say something when she squealed in pleasure as Rainbow or Chrysalis started to rub her precious spot with their knee pressuring it causing her to moan and pant from the touch.

Regaining her self for a moment took everything she had she looked into Fluttershy's eyes pleading as she said, “Fluttershy... h-help me please, I know your still in their you just have to break Chrysalis's control.”

Fluttershy only laughed at her a very chilling laugh which was fallowed by Rainbow and Chrysalis joining in once they all had a good laugh it was Chrysalis who leaned down to whisper into her ear to say, “Fluttershy and Rainbow are the ones who changed me, I just went with the plan in order to fulfill my fantasies.”

Rainbow whispered in her ear next saying, “Fluttershy changed me as well the day after she went missing and we all agree that we like having this power were just indulging yourself and gaining some companions in the process of having some sensual physical fun.”

Both went back on the attack licking, nibbling, sucking, touching her all over causing her to lose her strength to resist and she could feel her body changing as more and more of this power was released into her body absorbed into her blood and spread through out her body.

Fluttershy laid down on her belly with her face in Cadance's face she licked her lips salivating she managed one moment of control in which she said to Cadance, “I always wanted to do this with you Cadance, ever since your weeding and after were done changing you, you to will indulge in your own fantasies, for instance you and Twilight spending a night like this together.”

She didn't give her a chance to respond instead kissing her on the lips and slipping her tongue into Cadance's wrapping their tongues around one another drawing her closer to the edge and finally breaking her by digging her fangs into her neck and sucking out her blood slightly while injecting a large amount of that power into her body which finally pushed her over the edge and changing hr forever.

Cadance no longer felt the pain instead feeling the pleasure which only enhanced after she was transformed, she felt free, powerful, and above it all she felt completed and whole as the four of them intertwined experienced a world that could only be experienced through such a process.

And yet all she could think of was showing this world to Twilight fixated on her sister in law she could only imagine the experience she and Twilight would have soon enough.

********

“So I guess you didn't know then that Twilight, Rarity, Pinkie Pie, Applejack, and tonight Princess Luna have all disappeared with out a trace.” said Cadance as the four of the made their way back to the castle in the Crystal Empire.

Fluttershy had discovered that they all had the same abilities in different degrees of power they intended to go back to the Crystal Empire and set it up as their base of operation feeding on the Stallions there and changing the mares into Vampires like them.

They would hypnotize the guards into being their loyal and faithful slaves to guard them during the day along with Chrysalis's changeling's in disguise as ponies be it guards, simple mare's and stallion's they would help them keep control of the empire and make it look like it was the only safe place to be now.

Soon after Shinning Armor returned with news about the others they would act the final step of the plan to absolute control is changing Princess Celestia and Luna so they could control how long the nights were but with Luna missing for now they decided to build up their number and power.

Once back Cadance would send a messenger to Canterlot asking for Spitfire and other Wonderbolt's to join her guards after seeing changelings in the area intending to change Spitfire and any other mare that comes with her.

“Well find them but first we need to secure a haven for us, Chrysalis get into your form were almost there we'll hypnotize the guard captain and a few others and then have them all report to the throne room and send them out with their orders.” said Fluttershy.

“And tomorrow night I'll get to spend a lovely time alone with Spitfire I'm going to enjoy our time together.” said Rainbow as she licked her lips in anticipation.

“Yes it will be a very enjoyable night.” Chrysalis said disguised as a Pegasus guard form Canterlot.

Fluttershy laughed a bit before saying, “Well then lets get to work shall we.” they landed on the balcony of Cadance's room then once inside spread out to make the room darker by closing curtains as they did that Cadance through the door called to a guard stationed outside of her room and called for the guard captain and there they waited.

The plan had begun.

Prologue- Applejack's Woodland fun

Applejack was out searching the Everfree Forest for a special flower that bloomed only at night and grew only in the Everfree, the flower was used after boiling down to help heal sick trees.

And right now Applejack had one such tree on her hoofs, it was Granny Smiths favorite apple tree one she had tended to when she was around Applejack's age if it died Granny Smith would be devastated.

So on this night under the cloudless full moon night she had braved the Everfree forest on her own, the biggest worries she had were the packs of Timberwolves that called the Everfree their home but she could handle two or three of them on her own.

But she had spent days scouting out this particular area for this reason alone and for the last few days and nights that she has been scouting out she hasn't seen a recent sign of Timberwolves in the area.

So before they changed their positions in the southern area to the western area she had to get the flower tonight any later and the Timberwolves would return to the area.

She had left before dusk and arrived at the spot she had scouted out yesterday just as they were blooming in the moonlight, Applejack was finishing up gathering three of the flowers and had placed them in a jar for safe keeping.

She was getting ready to head out when she heard a rustle in the bushes but as she looked around all she could see were trees and bushes, then off to her right a foreboding growl pierced the silent night.

As she looked towards the source she saw that a tree she had saw was actually a massive Timberwolve sitting down watching her, now as it stalked towards her she saw its two large glowing yellow eyes, as it moved closer to her now.

It was twice the size of normal Timberwolves she remarked to herself as it begun to exit form the dense forest into the small clearing she was gathering flowers in, as soon as the head was out and she saw that unlike other Timberwolves this one was more fierce looking and it caused her to feel a bone chilling fear.

Before it was fully out of the forest she had ran in the opposite direction weaving in and out of the trees trying to lose it, yet some how it always seamed to pass in front of her blocking her path back to Ponyville, yet she continued to try to get closer to home.

She was blocked again and was just reeling around to run off again when the unthinkable happened, she tripped on several tree roots sticking out of the ground, she fell flat on her face and slide a few inches scraping the bottom of her jaw along the hard pack dirt.

Before she could get up the jaws of the massive Timberwolve clamped down around her neck suddenly she was jerked into the air and then her entire body was shaken from side to side as the Timberwolve begun to finish her off.

Applejack screamed out in a blood curtailing scream turned into a sound of gargling water as blood filled her throat, she was filled with terror as she heard bones snapping and flesh tearing away as she was shaken like a rag doll form side to side.

She felt her body going numb and cold as the slow creep of death overtook her only the heat of her blood spilling out form her neck kept her warm, she was then thrown up against a tree slamming into it with a hard damp thump.

All Applejack could do now was watch as the Timberwolve with blood dripping form its fangs and blood soaked paws advanced towards her nearly lifeless body, she couldn't scream out loud only in her mind.

Then another deep bite around her neck and the feeling of her neck being torn to shreds, all she could do was scream into her mind and finally black out form shock.

**************

It was still night when she came to she was cold and was at first thinking she was dead in another world but as she looked around she saw the imprint of the massive Timberwolve in front of her along with pools of her blood.

Yet when she tried to get up she could stand up just fine and when she looked back at what the damage was she only saw sallow cuts and impressions on her neck form where the Timberwolve had bitten her.

It made no sense, as Granny Smith would say, “It made as much sense as a pig wearing lip stick.” Applejack remarked to herself, she coughed a few times her throat feeling dry and as she cough blood instead of spit splattered against trees and the ground.

One of her back legs was definitely sprained and right now she didn't even know where she was anymore she thought she was heading for Ponyville but instead she was no where near any spot she recognized.

So with the thought of the Timberwolve that had attacked her still in the area she limped away in the opposite direction the impressions were, she walked for nearly an hour before things started to look familiar.

She was near Froggy Bottom Bog now she knew where she had to go and as she realigned to the right directions she heard something rustling through the bushes a little ways to her left.

She kept still as she looked toward the sound keeping an eye out for Timberwolves giant or small, but instead all she saw was a baby Hydra walking along on its own, “It's just a youngin, musta gotten separated form it's mama.” She whispered to herself.

She was drawn to the Hydra she couldn't help fallowing it bobbing its head up and down as it walked and the meat of its legs pushing together and pulling apart under its flesh.

Then it had stopped and was looking around aware of her but being downwind of the Hydra it couldn't smell Applejack and as she was in the darker part of the forest it couldn't see her either.

But she could smell it and see it, and to her it look mighty good to her, like the first apple of the season a bit on the small side, juicy and tender to, she imagined the first bite into the apple as the juices would trickle down her throat and our and around her mouth, sweetened with natures bounty.

And this youngin was just like that first apple of spring she was growing hungrier and hungrier and then she smelt it, she smelt its fear. Suddenly Applejack was a completely different pony.

She was running full speed towards it weaving in and out of trees, her leg no longer felt sprained, the injuries she had gotten form the Timberwolve were nothing now and the moonlight only strengthened her she felt something changing with in her and just as quickly as it appeared it had disappeared.

Before she knew anything the Hydra was looking directly into her eyes and then it was swiped up into her mouth as she shook her head form side to side breaking its neck just as earlier the Timberwolve had done to her.

And when the blood of the Hydra touched her tongue her senses went into overdrive she bite down on the Hydra's neck severing it form its body, she chewed on the neck devouring it and with a mouth full of Hydra neck she lowered her head held it behind its skull and pulled and shook until the neck separated form the head, and once it did she chewed it up and swallowed it.

Leaving the head she went back to the body tearing, shredding, ripping it apart. She spent nearly three hours devouring the entire body of the Hydra leaving only nibbled and broken bones behind, as for the head she was just about to pick it up with her bark covered mouth when she realized, she had a wood covered mouth. She smelt and heard a trickle of water close by fallowing it she found the water source a small clear water creek leading into the bog with a bit of clear water calm and clear just before being changed into the dark and murky brown water of the bog.

As she gazed into the clear water she saw first a Timberwolve but then she realized that it was her, she could see parts of her normal coat sticking out of bark like skin, parts of her face were covered in bark, he ears were a mix of her normal coat and bark with leaves sticking out of the tips like a tuft of hair.

When she opened her bark covered mouth she saw the inside was still pony like all but her teeth which were all now fangs except the back which seamed like molars but pointed slightly as well towards the front.

Her eyes were still green but now they were glowing brilliantly in the night, her tail was a combination of hair first leading into vines, her hoofs were now bark covered paws with claws at the end.

She was some sort of Timberwolve pony hybrid, she had no idea what was going on only that some how she was part Timberwolve and she had just eaten a Hydra, she took a few steps toward Ponyville intending for Twilight to try and help her find a cure.

When she thought back to when Fluttershy had turned into Flutterbat, and how she had tried to attack them with out thinking about it, honestly she didn't trust herself in this new body not knowing it at all or what she was capable of doing.

But where could she go she couldn't go back home, she couldn't go to any of her kin, and she couldn't go to any one else for their own protection, for now as the night was late and the morning was becoming earlier she decided to head to the ruins of the Castle of the Two Sisters.

************

It was just becoming morning when the Ruins came into sight, she was feeling very weak and slightly sick as the sun rose higher into the sky, she noticed that her bark covered paws had turned back into her normal regular hoof's as the sun had risen, its also when she became weaker to.

But once she made it into the ruins and the light was blocked off a bit she begun to feel better, so she ventured further in until she came to the lower levels of the Castle were it was completely dark here she felt better.

She eventually found a room with an old cushion and tattered banner a room that she and the others hadn't explored yet, she made her self comfortable and fell asleep almost instantly.

She was dead to the world for hours until she was aware of a sound on the edge of her consciousness, when she woke up fully she listened and she heard the slight sound of the organ playing, she found her way back to the main hallways and then silently walked down the hallway leading to the organ room.

She poked her head around the open doorway and who should she find playing the Organ enthusiastically but none other then Pinkie Pie, her friend was oblivious to her peeking around the corner.

Watching her Applejack begun to feel lonely, it was then by some unknown power that she felt the night was soon upon them, and with the night she would transform again but instead of worried she felt like nibbling on Pinkie Pie.

Not like last night were she had felt as if she wanted to brutally kill and devour the Hydra this was a different feeling she wanted to nipple on Pinkie Pie's ears, lick her neck and lightly stretch out her lip with her teeth.

With her feeling night getting closer a though struck her, she would lead Pinkie Pie to a room were she would transform and trap her in the room and then she could have her way with her and do as she pleased with out anyone else disturbing them or her running away.

She could already tell from the smell of the castle that Pinkie Pie was the only one around, so she walked into the organ room, “Pinkie Pie is that you?, What cha doin here?” she said calling out during a lull in her playing.

Pinkie Pie screamed and jumped a few inches into the air, then landing on her feet and turned toward Applejack she looked stunned as she saw her. Then she ran over to her saying, “Applejack where have you been Rarity, Rainbow Dash, and I have been looking everywhere for you guys!”

Applejack raised her eyebrow questioningly and asked, “Twilight and Fluttershy are missin?”

“Yeah I was going to Fluttershy to invite her to a party but the windows were broken and when I looked in all her animal friends were gone and the whole place was a mess, so I went to get you but then you were gone and when I went to tell Twilight she was gone as well her bed was a mess.” Pinkie said as she made various motions explaining what she did, skipping, hopping and other Pinkie Pie things.

“Well that's a bit weird that Twilight's bed was messy, shes neater then a overbearing hen.” Applejack said wondering and concerned about her friends, and thinking about them made her feel lonelier.

“That reminds me I was supposed to meet back up with Rarity and Rainbow Dash hours ago after searching around for you, but since I found you it's all good.” she said as she started to walk out of the room turning back to Applejack she said, “Lets head back together okay!”

Applejack sensed this was her chance and that night was almost upon them she already felt her skin hardening and changing as the Timberwolve side was getting ready to burst forward.

“Well hold on now sugar cube, theirs something I came here to fetch and I might be needing some help getting it back to Sweet Apple Acres, can ya give me a hoof? She asked leading the way in the opposite direction as the exit.

Pinkie Pie smiled and bounced over to Applejack's side saying, “Can do I Pinkie promise to help anyway I can, cross my heart, hope to fly, stick a cup cake in my eye.” pulling out a cupcake from some were and jamming into her eye sealing the deal.

As Applejack lead the way to the room she was using to sleep in Pinkie Pie asked her about what had happened but Applejack kept it vague, then suddenly Pinkie Pie gasped and said, “My knee is pinchy, something scary is about to happen.”

Applejack looked over to her with a confident look on her face and said, “Well the thing I need y'all help with just a tad bit scary.”

“Ohh well thanks for the warning I'm ready for anything now.” Pinkie Pie said confidently to Applejack though Applejack smiled to herself and thought Pinkie Pie would be ready for what was going to happen soon.

As they approached the room Applejack was wondering how to get Pinkie Pie into the room first then deciding on a plan she began to say, “That's the room over their what I need help with is in their once we get done we-” Before she finished Pinkie Pie ran into the slightly opened room ahead of Applejack.

When Applejack looked in she saw Pinkie Pie rushing form one end to the other end of the room looking for the something Applejack needed help with, but Applejack slipped into the room and silently closed the door behind her as best she could.

Pinkie Pie shudders and then says, “That was a dozy, I wonder what's going to happen next.” as she looked back to Applejack she feel silent as Applejack simply smiled victoriously blocking the now closed door.

Before Pinkie Pie could ask her what she was smiling about Applejack begun to change starting with parts of her back and her legs changing form hair to bark, hoofs to paws and claws.

Her eyes just above and below turned to bark and begun to glow green, her mouth extended out a bit and became barky as well, then she grew vines out of her tail, and leaves on her ears.

And now as Applejack smiled Pinkie begun to feel very very scared as she was now facing a smile of sharp dagger like teeth, she backed away but was son against the wall and before she could even try to edge away or around transformed Applejack was already on top of her pining her to the wall and sliding her down to the ground using her claws to bring her down.

Slightly digging in Pinkie Pie cried out in pain and said, “Applejack your hurting me please stop this isn't fun its really really scary.”

Applejack said to her in return, “But ya done Pinkie Promised to help me do anything, ya going break a Pinkie Promise now?”

Pinkie Pie was shocked as was trying to process everything but she manage dot stammer out, “N-n-no one breaks a Pinkie Promise.”

Applejack chuckled then hovering above her ears she opened and closed her mouth then lowering her head down mouth opened she closed it gently on her ear and nibbled on it.

Pinkie Pie made an erotic squeaking sound and it drives Applejack further, she nibbled on her ear then she stuck her tongue into Pinkie Pie's ear running it along just on the outside of her ear canal.

Pinkie Pie was a very hygienic pony and applejack could lick her anywhere and everywhere she wanted to, running her tongue all over her body nibbling on her here and there causing her to slightly cry out in pleasure.

As Applejack got more worked up she begun to drool slightly more and as she lick various spots of Pinkie Pie or nibbled here or there her saliva would get into Pinkie Pie Applejack could feel something tagging along in her saliva.

Finally after she had finished getting Pinkie Pie fully worked up licking her in a very sensual spot she looked down at the pink mar eon her back panting heavily her tongue slightly sticking out and her ears pinned back.

Applejack couldn't resist the way she looked so he leaned down and kissed her on the lips, she gently bite on the bottom part of Pinkie Pie's lip and pulled it slightly out causing her to moan in pleasure, she pushed it back by pushing her lips back up against hers.

Then she slipped her tongue into Pinkie Pies mouth drawing out her reclusive tongue the last bit of resilience to her erotic attack, and when she resisted Applejack used her vine like tail to stroke outside and inside of Pinkie Pies most sensual zone causing her to moan and pant in pleasure and extract.

And with that final push Pinkie Pies tongue surrendered to Applejack, wrapping them up like coiling snakes Applejack drew her into her mouth then pushed back into Pinkie Pie exchanging saliva between the two of them and depositing more of this strange power through the mouth to mouth contact and through the vines in and around Pinkie's sensual spot.

**************

It was the middle of the night now near the ruins Pinkie Pie was fallowing close behind Applejack as they searched for prey and someplace better to set up a headquarters.

The castle ruins were to open and could be seen from the air by Pegasus, and anyone who trekked normally through the Everfree Forest knew about the ruins, so tonight and until they found a proper place they would be out looking for a place to hold up during the day in preferably a cave.

But in the Everfree Forest any caves were always inhabited by some monster or creature, and despite them being stronger then they used to be as regular ponies neither wanted to fight a full grown Hydra or a Ursa Major which were just some of the top tier creatures in the forest.

As they made their way through a particularly thick area a scent caught them but as suddenly as it appeared it disappeared, Applejack had sort of got a direction form where it was coming form and so she headed towards the general direction.

With Pinkie Pie fallowing close behind her she made her way through the dark woods, silently avoiding leaves and branches on the ground, she had noticed as she played with the power inside of her that she could will grass, vines, and other plant life to grown or extended where she wanted it as long as it was in the general area she could control it.

Oddly Pinkie Pie didn't have this ability, so it was up to Applejack to fore a silent path when they could and to make stepping ways where they couldn't, as it was with her leading they soon came across the smell again this time stronger and closer.

As they sneaked through the underbrush they came to a very well disguised den and at the front of the entrance were two Manticore's are laying outside resting and licking their paws, the scent of a fresh kill reaches both of them.

“Alright Pinkie Pie you take the left one I'll take the right one got it?” Applejack whispered to Pinkie Pie.

“Okie Dokie Lokie.” said Pinkie Pie as she slipped into the underbrush to the left of applejack who was edging around a tree to strike at the side of the Manticore on the right.

They both waited Applejack was to give a signal for when they would both strike, she waited one minute, then two minutes, then three minuets then five more as she waited for the right time, just as both Manticore's rolled on the backs scratching themselves she signaled by howling slightly and both of them rushed out form their hiding spots.

They were halfway to the Manticore's when both of them recovering and looking around had spotted them but it was already to late as Pinkie Pie using her rock farming skills launched herself and slammed into her Mantircore's chest crushing its ribs.

Applejack on the other hoof had stopped sliding and turning on her front legs until her back hoofs faced the charging Manticore, pulling her legs back the Manticore which was in mid flight to tackle her was helpless and when it came into range, had its neck snapped as Applejack kicked out with her back legs.

Thanks to years of apple bucking Applejack's legs were some of the strongest in Equestria and tonight was no different as the Manticore died on impact, unlike the Manticore Pinkie Pie was trying to kill.

She broke its ribs and it was now coughing up blood and trying to run away but with each pained breath it took it would nearly collapse form the pain, finally Pinkie Pie jumped on its back and snapped its neck ending its suffering.

The two of them feasted on the Manticore's corpses, Applejack preferred to not eat it's head or the scorpion tail, while Pinkie Pie ate all but the head, after they had eaten their fill and cleaned the blood off of their claws they entered the Manticore den.

In the den was several skeletons and one fresh mostly eaten corpse of a bear, “That ain't one of Fluttershy's friends is it?” Applejack asked as they walked past the remains heading further into the den.

“I don't think so.” said Pinkie Pie walking through the moist blood filled dirt.

The den wasn't that big in fact it only went a little ways back with only another dug out room where the Manticore's had slept, Applejack looked around the room and then the entrance and shook her head.

“Them Manticore's don't know how ta dig out a decent home.” she said towards Pinkie Pie.

“Yeah it's really embarrassing huh.” Pinkie Pie said as she looked around with a disgusted look on her face.

“We'll I'll get them remains out of here and off to the side, y'all start expanding out and down I'll join ya when I get done.” Applejack said to her as she moved over to the bear remains and pulled them out of the den, repeating this with the other remains, taking all the bones she could carry on her back.

Pinkie Pie went back to the room where the Manticore had slept and begun to dig a tunnel down into the ground the work was quick since the dirt was soft and the rock was pieces rather then a vein or line of stone.

One Applejack joined her she moved the dirt Pinkie Pie had built up to the front making a hill around the entrance and constructing a tunnel like entrance into the den.

They worked for two days on the new den digging out rooms and using excess dirt to fortified walls and when they didn't need the dirt they took it, in loads inside of a rotten out log Applejack had found pulling it like a cart, away form the den and dumping it out there.

During the nights they hunted finding mainly Hydra and Boars in the forest around them leaving the remains in a pit that once filled up they would bury to concealed their kills.

Finally on the third day of begin in the den they had finished quite a home but now they needed furniture for inside of the den bed's, bedding, containers, and cooking equipment despite them eating meat at night they did have cravings for their regular diet during the day when they were back to being normal Earth Ponies.

So they decided to raid Fluttershy's cottage if she wasn't back and Applejack's barn had some things in there that they didn't use anymore she remembered only a week ago putting out an old mattress it was beaten up but right now it would do wonders for her she had gotten tired of sleeping on the floor.

***********

They had slept for a few hours before hand and it was just after midday now and the two headed for Ponyville, an hour later they were on the outskirts of Sweet Apple Acre's, no one was in sight Applejack eased her way to the house using cover to keep herself hidden.

Once at the house she looked into the kitchen window and didn't see anyone, she checked the other windows and soon was convinced that no one was in the house or on the farm.

Figuring they went to town she signaled to Pinkie Pie by waving her hat and headed to the barn, Pinkie ran over to join her in the barn where they filled several carts with things form the storage area.

After they had gotten everything they needed Applejack collected a few bushels of apples adding them to the cart before the two raced off towards Fluttershy's cottage pulling behind them two carts.

They kept hidden in the woods now outside of Fluttershy's they were hiding now because outside of Fluttershy's cottage was the Royal Guard of Canterlot, a group of Wonderbolt's composed of only Stallions and not the main team either.

They were all searching around Fluttershy's cottage spread out but staying close to the entrance as Princess Celestia stood near the front and talked to a small group of guards.

“Whats the Princess Celestia doing here?” asked Pinkie Pie

“I don't right know, maybe Twilight's still missing and Fluttershy to.” Applejack whispered to her.

“Hey it's Bon Bon.” said Pinkie Pie as she pointed her out, she was walking out of the cottage and then unhindered walking right over to Celestia and talking to her, about what they couldn't tell as they were to far away to hear all but the guards on the edge of the group.

Applejack started thinking and planing running plans through her mind as soon as she had seen Celestia a thought had crept into her mind and now seeing Bon Bon it had exploded into an idea.

“Pinkie Pie come here I'm gonna tell ya how were gonna get our self's some new members, now here's what we do.” She said then whispered as Pinkie Pie came closer to her and as she heard the plan Pinkie Pie begun to smile, she wanted to jump up and down in excitement but forced herself to stay still otherwise they would be seen.

*********

Bursting out of the Everfree Forest running as fast as they could towards herself and her guards Princess Celestia recognized her top pupil and fellow Princess Twilight Sparkle's friends Applejack and Pinkie Pie.

“Let them through.” she said to her guards as they got ready to defend her, the two young mares were exhausted once they arrived to stand in front of her, “Applejack , Pinkie Pie were have you been, you've been missing for five days.” she said to them.

“Get them some water captain.” she told one of her guards noticing how much they were panting and how low they hung their heads.

'Yes Princess.” said the captain of the guard who rushed off to get them some water as Celestia had ordered.

She waited for them to catch their breath and then to drink the water brought to them, after they had rested it was Applejack who meet her eyes, and in them she saw fear and worry.

“We escaped form our kidnapper's, they took Twilight, Fluttershy and me then lured Rainbow, Rarity, and Pinkie Pie capturin them as well.” she said all in one go and displaying signs of nervousness.

“Who were they? What did they want? Did they kidnap Princess Luna?” Celestia asked with a tone of desperation in her voice.

Pinkie Pie talked this time, “We don't know about Princess Luna but they did mention other prisoners captured and being held with us, we were all split up and sent to different locations to be held.”

“Do you know were they were sent to?” Celsetia asked the two mare's.

“Well I over heard one talkin about the Guto River and the shores of the South Luna Ocean.” said Applejack.

“What about were you were being held at?” asked Celestia.

“When we escaped we found out we were being held in the ruins of the Castle of Two Sister's, we used some of the secret door's and hallways to escape, but we didn't have time to search for other prisoners.” said Pinkie Pie.

“Alright, Captain gather the men and split up into three squadrons, one will come with us to the Castle of Two Sisters, the othe-” Celestia was saying before begin interrupted by Applejack.

“Princess y'all need to wait till we finish explanin everything, see we came out her on the opposite side of the Everfree forest form where the ruins are right?” asked Applejack drawing everyone in.

“See we had to take several detours as who ever they are are usin some might strange magic, anytime we would change direction they'd be on us like mud on a pig.” Applejack said then taking off her hat and placing it on her chest she continued.

“Now going through there with who in the hay knows what alertin who in the hay knows who to our whereabouts, with such a large group is just plum done unthinkable, wouldn't y'all agree a smaller group with you Princess and some none Royal guards would be more advisable?” she finished asking the Celestia directly.

Before Celestia could answer Bon Bon stepped forward and standing tall said, “Agent Sweetie Drop reporting for duty Princess, there's sure to be Monster's along the way who better to have a round to guard you then me Princess.” she finished saying.

The guards sort of mumbled to one another and Celestia looked at her and then nodded and said, “Indeed Sweetie Drops I would be happy to have you accompany me, but we need one more member to join us do you have anyone you can trust wholly Sweetie Drops?”

Bon Bon/Sweetie Drops smiled and nodded, “Princess I know the perfect pony more precises the perfect unicorn mare to join us on this mission.” she said to them all.

**********

After Bon Bon had brought back her trusted unicorn mare friend, Lyra Heartstrings, and as she explained the situation to her Princess Celestia ordered the guards and Wonderbolt to their assignments and sent them off, before leaving though the guard captain asked Celestia, “Why do this yourself Princess, we could handle this our self's theirs no need to put yourself in danger.”

“No captain there is need, I lost my sister once thousands of years ago and I'm not about to lose her again as long as I can help it, as well Twilight was my student and is a fellow Princess she and her friends have also helped Equestria dozens of times, I must do everything I can to help them.” she said.

“If anything happens though report to Princess Cadance in the Crystal Empire.” she finished telling the guard captain.

He simply bowed and flew off joining the other guards heading for the South Luna Ocean, Bon Bon and Lyra joined Celestia, Pinkie Pie, and Applejack, “Well we should get going to save who we can and find out who's behind this.” said Lyra.

“Yes let us be off to the ruins of my and Luna's former home.” Celestia said leading the way charging forward with Lyra and Bon Bon flanking her sides Applejack and Pinkie Pie shared a quick smile with one another then chased after the others.

***********

“I cant detect anything how about you Princess?” asked Lyra some way outside of the ruins of the castle.

Celestia opened her eyes and looked around at the group before saying, “I don't sense anything either but that could be several different reasons a spell I didn't think of hiding them, being to far underground, or they just left either way we must investigate.”

Celestia lead the way into the castle and once inside she had Applejack and Pinkie Pie lead the way Applejack stayed in front as Pinkie Pie took up the rear, already both could feel that night was close.

“Good Luna must be okay if she can continue to rise and lower the moon but still as to why I cant sense her general location is worrying well keep looking into the night so be on the look out for anything suspicious.” said Celestia to them all.

“Right Princess.” said Bon Bon.

It wouldn't matter though as they entered into a larger room Applejack leading the way into the room and once Pinkie Pie had brought up the rear she closed the door behind her locking them all in.

“What are you doin-.” Begun Lyra but she was kicked by Pinkie Pie and flung into the wall knocking her out before anyone else could react Bon Bon fallowed her knocked unconscious by the kick and the force of hitting the wall.

Applejack managed to pullout her rope out form under her hat and lassoed Celestia's front and back legs, then after causing her to fall she and Pinkie Pie piled on top of her pining her wings to the ground.

Celestia tried to use her magic but she became distracted as Pinkie Pie bit into her neck, the fact that she felt a sharp driving pain would have caused her to lose concentration but then she saw Pinkie Pie.

Pinkie Pie like Applejack had sections of her body covered by bark but unlike Applejack her tail and mane were fern like leaves and branches and she didn't have tufts like leaves growing on her ears.

“What are you!?” yelled Celestia

“Now that ain't nice of ya Princess were still the same old Pinkie and Applejack just we got us a bit of an Timberwolve quality to us at night.” Applejack said bringing Celestia's attention towards her.

Before she could say more Pinkie Pie nibbled on her neck and licked her wounds lapping up the blood that was surfacing, and as Pinkie Pie nibbled on her neck Applejack using her Vine like ends probed in and around the outsides of Celestia's Sensual spot causing her to hold back a moan, now she was trying to fight two different unknown forces entering her body she was unable to fight against that and Pinkie Pie and Applejack's advance's.

She tried to fight them but with her legs tied up she was helpless, Applejack laid out alongside of her and nibbled on her underbelly still playing with her using her vines, and Pinkie Pie had moved on to forcing her way into Celestia's mouth teasing her tongue with her own.

Applejack felt that Celestia was now vulnerable and was losing the fight connected very intimately inside of her with her vines so she stopped Nibbling on her and looked over to Pinkie Pie and said, “Celestia's nearly done sugar cube move on to Lyra next, magic's a pesky thing to deal with, we'll join y'all soon.”

Pinkie Pie smiled and bounced over to the unconscious Lyra, Celestia watched as first Pinkie Pie kissed her gently, Lyra begun to move around and still asleep simply kissed back, Lyra was the first to engage in tongue on tongue play and as Pinkie entertained it drawing her in more and more Lyra begun to fully wake up now.

Celestia was brought back to her situation as Applejack begun a to move her vines clockwise inside of her, she screamed out in pleasure and was joined by Lyra in moaning and panting and screaming in erotic voices.

Lyra wasn't full coherent when the power from Pinkie Pie first stroked her and as such her transformation was faster then the others, she was moaning and panting but not just form the kiss Pinkie Pie was kneading her Sensual spot with her knee and then teasing it by running her feather like fern tail over the outside of it causing Lyra to become more and more enveloped in the draw of transforming and corruption.

As both climaxed screaming out in pleasure a dark power erupted and transformed them both at the same tie both feeding off the others erotic sounds, Lyra was the same basic design as the others but her tail was soft barbed covered leaves along the edges and the tip her horn was like a pine carved walking stick as well smoothed form use, Celestia was quite different as she was an alicorn she had wings an a horn, her wings were long flat leaves, her horn was like willow tangled around one another and her tail and main were like Applejack's hair and vines.

The four of the advanced on Bon Bon who was beginning to stir and wake up, Pinkie Pie was leaning down when Lyra stopped her with a bark paw, “Wait I want to be the one to start its always been a fantasy of mine to sleep with Bon Bon.”

Pinkie Pie giggled and said, “Okie Dokie Lokie.” joining Celestia and Applejack.

Lyra leaned down and kissed Bon Bon on the lips then rapidly kissed her along her face and down her neck down her side and then to her sensual spot where she prepared for her tails entrance by wetting it with her tongue, Bon Bon was tossing to and throw with each kiss and moaning slightly she was just beginning to wake up when Lyra begun to lick her sensual spot.

She was still groggy looking around and breathing heavily trying to figure out were she was and seeing what looked like Timberwolves standing around her one looking as if it was eating her.

She woke up fully as something entered inside of her a thousand small points slipping in and out of her brushing the insides of her as they were pushed and pulled, she woke up seeing Lyra's coat she thought about calling out but then when she saw that Lyra's coat was apart of a Timberwolve she freaked out and tried to scream out in fear only to scream out in pleasure.

“Okay y'all lets get her changed already so we can hunt, I'm starvin.” said Applejack as she walked over and started to Nibble on Bon Bon's ears, Pinkie fallowed and Nibble don her legs, while Celestia kissed her on the lips forcing her tongue into Bon Bon's mouth.

Lyra nibbled on her underbelly, and Bon Bon was still trying to figure things out as she screamed and moaned in pleasure unable to fight back as her body craved the attention and all that was happening to her she gave up on trying to fight it instead she gave in to her lust, her anti-monster training never covered this.

*******

From the depths of Froggy Bottom Bog rose a young adult Hydra searching for prey to eat it didn't realize that it would soon be the prey, only taking five steps outside of the bog and onto land it was soon faced with four strange half pony half timberwolf things.

To the hydra they were breakfast, what it never saw coming was form above, the last thing the hydra saw was the half thing meal's tilting turning into a roll and splitting form one image to several separate images before hitting the hard ground.

Celestia had Strikes form above cutting the hydra's heads off, with the heads off the others rushed in and begun to feast on the hydra's heads and necks, Celeastia joined them ripping flesh form bone, nearly drowning as blood flowed down their throats and all over their bodies.

The necks were enough it seamed to satisfy them so together they brought the body back to the den and using Celestia's magic they would keep it fresh until the next night for now they headed back to finish what Pinkie Pie and Applejack had started earlier that day to gather furniture for their new home.

Succubi Ponies: One

It's been a week since Rarity was changed by Twilight and since then she, Twilight, and Luna had been having some wonderful times. During the night they would enter into the Dreamscape made easier by Luna pulling them along with her. They would each choose a different door connected to a stallion some where in Equestria and proceed to have a erotic dream with them.

Twilight had discovered rather quickly that having these erotic dreams would increase their own power. This new power which Twilight had discovered after restoring some documents was Succubi power. Only mares could become a succubi, Twilight also learned that the other two groups were Vampire ponies and Timber ponies.

Fluttershy had already become some what like a Vampire Pony though she only wanted to drink the juice of apples and not blood she apparently meet the requirements and was changed. Which is why Twilight couldn't detect her location as the spell would have normally created one through the same way it had created the Timber ponies.

A Timber pony was made by an ancient Timberwolf spirit manifesting itself in their world or dimension, Twilight tried to explain it so she and Luna could understand but it was difficult. What Rarity understood though was a spirit of a Timberwolf got a real body then attacked somepony. Then transferred its spirit into the ponies body turning it into a hybrid of pony and Timberwolf.

Another condition for the spell was that these powers would only manifest near the Everfree Forest for reason not even known to the cult that had created the spell , it would only work in the forest. Which according to some entries and maps they had found while digging out the ruins was quite small a few thousand years ago. This was how Twilight knew that Fluttershy was a Vampire Pony. She also believed that possibly Applejack was the Timberpony.

And if they had done what she had done then Rainbow Dash who had gone after Fluttershy, (according to her on when they split up to look for the three who had originally escaped.) and Pinkie Pie who had gone looking for Applejack, are now like Rarity, changed into the corrupted forms that they went in search of. As to where they are no they haven't a clue since Twilight can only locate succubi like them or regular ponies.

Rarity was now reaching out to sense others to join them they agreed that only a certain number of mare's should join them and Rarity was looking for only the best to join them. They also agreed that they would be the rulers of their soon to be transformed sister's.

It was day now and Rarity was looking for one very special and important pony to help them, and more importantly her. She finally found who she was looking for and after calling out to her just as Twilight had done to her a week ago she now did. And almost an hour latter the pony she trusted most besides her closest friends walked into the underground tunnels, her little sister Sweetie Belle.

Sweetie Belle shook her head clearing it of the fog that had taken over her and looked around, she was in a dark tunnel with some dim lanterns hanging from very old looking stone walls. As she was looking around she came upon some very familiar hoofs, very clean, polished, and constantly tidy up with care and love.

As she looked up to meet the ponies eyes she said, “Rarity!! we were so-.” And stopped mid sentenced as she saw her sister but she was very different. Rarity had always been beautiful but now she was just beyond beautiful she was like a goddess like Celestia herself, as bright as the sun she would rise and set everyday.

“Hello Sweetie Belle, did you miss your big sister?” Rarity said walking over to her and lowering her head she hugged her close to her.

Sweetie Belle was absorbed in a very exotic fragrance that rushed into her and caused her to become weak in the knees and almost lose herself. Rarity seamed to notice and after she had used some sort of magic the smell disappeared leaving Sweetie Belle feeling only slightly lonely.

After they hugged Rarity lead the way down the tunnels past now cleared and strengthened sideways to the main room were Twilight had set up a library/sitting room, where Twilight and Luna were waiting for Rarity's surprise guest. Sweetie Belle was again in disbelief seeing how much both of them had changed for a second several smells invaded her again but just as quickly as they had entered her body they disappeared leaving her not as lonely as before but still wanting to be embraced by it again.

“Princess Luna and Twilight, I'm so glad to see you both are okay all of Equestria is in panic since all the Princesses but Cadance have disappeared.” Sweetie Belle said to them.

“My sister has disappeared? How long ago did she go missing?” Luna asked slightly worried.

“Well it was a few days after you and the others had disappeared, she was in Ponyville searching for Twilight and the others. I heard that Applejack and Pinkie Pie had run out of the woods looking like a mess and told them about how some mysterious ponies had kidnapped you all. They managed to convince Celestia to come with them to the Ruins of the castle of the two sisters she took Bon Bon and Lyra with them and they never came back.” she told them recounting what she had heard form guards and rumors.

“Was this at night Sweetie Belle?” asked Twilight.

“No it was near sun down when they appeared and when they left as well, by the time the guards got back form investigating the places Applejack and Pinkie Pie had given them it was midday the next day and Celestia was long gone as were the others.” she said sitting down next to Rarity who was laying out on a old but new looking couch obviously refurbished by Rarity as Sweetie Belle could tell her sisters work anywhere.

“Twilight I thought none of us could be out in the day time?” said Rarity.

“Hmm well I thought so because we can't step out and I though maybe Fluttershy could because she would return back to normal during the day when she was a vampire fruit bat pony. But maybe Applejack and Pinkie Pie can? I have no idea I haven't found anything more about the other corruption ponies.” said Twilight.

“Um what are you talking about Rarity?” asked Sweetie Belle slightly confused.

“Well darling Twilight found a spell that made us stronger she was originally changed and then she changed me and together we changed Luna, since then we have been making this place a home while growing stronger.” Rarity said to Sweetie Belle.

'Really do you think I could join you as well? I want to be stronger to!” Sweetie Belle said to them excitedly.

“NO.” said Rarity instantly, then after collecting herself she continued saying, “No, not right yet when you get a bit older you can join us this is sort of an adult way of gaining power.” she paused looking at her with kind eyes.

“But you can help us with some thing's right now. Sweetie Belle we need your help, we can't go outside during the day how you can help us is by giving us information, running errand's for us and getting supplies like my sewing kit and some fabric as well to make this place a home.” Rarity said to her sister.

“Well, I guess I can do that but you promise that once I'm older you'll let me join you guys?” Sweetie Belle asked looking at them one at a time with sad puppy dog eyes.

“Of course Sweetie Belle we give you our word.” said Twilight.

Sweetie Belle jumped up in excitement hoping around the room as she said “I get to be pretty. I get to be pretty.” over and over again until Rarity used her magic to hold her still and hover her back to the couch she was laying on.

“So what else has happened since we have been gone?” Luna asked Sweetie Belle.

“Let's see, mom and dad left on another trip the day you disappeared Rarity.” Rarity sighed and rolled her eyes, “Shinning Armor was in Ponyville looking for Twilight and your father joined him to look but he had to go back to the Crystal Empire once Celestia disappeared and hes been staying with Spike at the Golden Oak Library. And the Apple Bloom and her family went to talk to Pinkie Pie's family about their disappearance so they are gone, and Scootaloo went chasing after Rainbow Dash joining the Spitfire and the other Wonderbolts in the Crystal Empire when she heard rumors that they would be looking into her disappearance personally.” Sweetie Belle told them.

“So my mother is back in Canterlot then?” Twilight said as she begun to think things over.

Then she smiled and looked to Rarity and Luna saying. “Well girls its time we expanded our numbers. Luna will you recruit my mother in Canterlot?” she asked.

Luna nodded. “It shall be done Twilight Sparkle I'll have her back here before tomorrow morning.”

“That's good and all Twilight but who will you and I corrupt maybe somepony who can add some class to this dreary space. I got it I know just who to corrupt.” said Rarity.

“That's good to hear, now I just need to deiced on somepony.” said Twilight as she thought about all the ponies in Ponyville that could be an assets to them.

“Oh I forgot one other thing happened since you guys left.” said Sweetie Belle suddenly.

“What's that darling.” Rarity said.

“Trixie came back to Ponyville after hearing about your disappearance and has been trying to “Take over” as the greatest magic user in Ponyville.” Sweetie Belle said a bit sarcastically when she mentioned taking over in Ponyville.

“Well that settles it then, I'm going after Trixie. So who are you going after Rarity.” asked Twilight.

“Oh somepony very special, Sweetie Belle this is one of the time's I will need your help, I want you to deliver this letter to this special pony and tell them to come to Sweet Apple Acres for a special get together.” said Rarity smiling to herself as she wrote down a message on a piece of paper and sealed it in a rather fancy looking envelope that Rarity had made almost instantly.

“Right I can do that after I deliver the letter what do you want me to do then come back here?” Sweetie Belle asked.

“Yes but please bring me my sewing kit and a few bundles of fabric.” said Rarity.

*************

“Ha how dare those fools not realize The Great and Powerful Trixie is the true master of magic in all of Equestria now. After all Princess Twilight, Luna, and Celestia are gone.” Trixie said to herself as she walked back to her wagon where she felt the safest and most relaxed. She was looking forward to laying out on her bed and looking over a few magical books she had and working on her magic, or simply writing in a diary she kept all her deepest and darkest fantasy's inside of it.

Trixie opened the door to her wagon and stepped in levitating her hat from her head to a small hook on the side of her wall. The hat had partially blocked her view as she took off her hat and once she had hung it up looking to make sure it was secure she turned back to look in front of her. And laying on her bed spread out reading her diary was Twilight Sparkle. Her face was covered by the book but she could tell it was her form her cutie mark.

“If it isn't Twilight Sparkle. Didn't you disappear or something, what are you doing in MY wagon reading MY diary.” demanded Trixie as she waited impatiently for Twilight to stop reading her book and look at her. And the longer she didn't respond the more anger Trixie felt.

Just as Trixie was about to scream and yell at Twilight she lowered the book and both of them locked eyes with one another. Trixie was instantly hypnotized by Twilight's stare, her beauty, and a addicting smell that flooded into her as she breathed deeply in rage at first then in shock. Now she was suddenly not angry she was embarrassed and flustered, he knees where weak, a lump formed in her throat and she couldn't even talk.

“Hello Trixie, you've got a nice place here very cozy.” Twilight said as she stood up and walked slowly over towards Trixie until she was only inches away, her lips so close that if Trixie simply puckered slightly they would collide. “That diary of yours was very intriguing to read, so many fantasy's involving me and you. Why is that?” she asked Trixie.

Trixie couldn't help but laugh nervously as she tried to back away as something deep inside of her told he rot back away but she only got a few steps before bumping into the door which had closed with out her knowing it had. She couldn't help now but meet Twilight's eyes as she pursued her and continued to lock eyes with her. Trixie tried to force the lump in her throat down but it wouldn't go away.

“Answer my question Trixie. Why am I in most of your fantasies?” Twilight asked still nicely but with a bit more authority behind her words.

Trixie couldn't help it as she burst out, Because your all that's on my mind.” she burst out before she could stop herself.

Twilight smiled a small very devilish and altogether cutie smile which drove Trixie crazy. “Oh am I now, well then how about you and I play out some of those fantasies hmm?” Twilight said as she walked back to Trixie's bed and spread her self back out onto it. Laying on her Side Twilight stretched out then using her magic she closed all the windows except on that she left open near the bed slightly.

Where in a single ray of moonlight was left to stay inside illuminating some of Twilight's body mostly her side as she rolled form her side onto her back exposing her fully exposed belly to Trixie. Trixie was fighting back against what ever was coming over her she knew something was wrong yet her body refused to listen to her. She still had her sense's at least until Twilight begun to lightly moan and breath slightly erotically.

That was the point in which lust took over and Trixie trying as hard as she could to slow down rushed over to her bed eagerly climbing into the bed an on top of Twilight Sparkle. She lowered herself slightly down hovering ever so slightly over top of Twilight their belly's just inches form touching one another. She was still trying to fight it and Twilight could see this.

So Twilight wrapped her legs around Trixie and then pulled her down on top of her drawing them together. Now together touching fully Trixie couldn't fight it anymore as something begun to fill up inside of her and pushed away the part that was trying to tell her to escape. She leaned down and kissed Twilight freely moving her tongue into Twilight's mouth locking it around Twilight's.

When Trixie had pulled up to catch some air from kissing Twilight. That's when Twilight turned the tables on her and forced her onto her back taking the lead now Twilight used one of her back legs and applied pressure with her knee to Trixie's most sensitive spot.

The pressure forced Trixie to moan slightly in pleasure, she looked at Twilight begging with her eyes for her to continue to give her more pleasure. To hurry up and just kiss her and bring their bodies closer and closer to one another.

“Now its my turn Trixie to play with you. Please don't disappoint me now.” said Twilight as she started to rotate her leg and knee. Clockwise slowly then a quick reversal to counterclockwise with increasing speeds then back again to a slow turn of clockwise. She continued to tease Trixie like this sometimes leaning down for a kiss only to pull away at the last second leaving her confused and flustered.

Finally after half an hour of teasing Trixie like this she applied more pressure using her knee and quickened the pace causing Trixie to gasp opening her mouth wider then usual. And that's when Twilight swooped in locking lips with her and forcing her tongue into her mouth.

Suddenly she had an idea a devilish idea. She stood up unlocking lips with Trixie then re positioned herself so she was laying across Trixie's belly. Before Trixie could ask what was going on Twilight unfolded her wing and slowly ran it over the entrance to Trixie's most sensitive spot causing Trixie to go into a fit of pleasure.

She let her moan and scream in pleasure before shutting her up by locking lips with her, tilting her head she positioned her horn so it would rub up against Trixie's horn, a move she learned from Luna a few nights ago during one of their joint sessions. Charging it with this new magic she had Trixie was all but putty in her hoof's as with each tickle of her wings, each slow deliberate rub of her horn, and each time she wrapped her tongue around Trixie's leading it up then pushing it back down, caused Trixie to twitch and squirm and moan in pleasure.

Finally Twilight felt the familiar feeling of a Succubi Pony as Trixie now joined their ranks and file. But luckily for Twilight Trixie didn't need to know that.... Not yet at least.

******************

It had been days since Night Light had went to Ponyville looking for their daughter Twilight Sparkle. Twilight Velvet was worried about her only daughter ever since she went to Ponyville Twilight had been involved in dozens of troublesome experience's. Sure she had her friends, she was now a alicorn princess but she was still her daughter and she knew she had made some very dangerous enemies.

Anyone of whom could have done something to her daughter, at first she wasn't really worried she figured Twilight had gone off to those castle ruin's she's been talking about. But then when she heard all of her friends and Princess Luna had disappeared that's when she got worried. Her husband Night Light had went to Ponyville to meet up with Shinning Armor, her son, to look for her. Yet as if the entire world was plotting against them Princess Celestia went missing as well. Rumor had it that two of Twilight's friends had appeared out of nowhere and gave several possible locations to be searched taking princess Celestia with them to the ruins Twilight always talked about. They never returned.

Now most of the royal guards from Canterlot were in the Crystal Empire to guard the only remaining Princess, her daughter in law Princess Cadance. But the trail for the others was officially cold. Now Velvet was fully worried she couldn't eat, couldn't sleep worried for her daughter as she was all she could do was wonder around their home in Canterlot waiting, hoping for any new of her daughter.

She was passing by Twilight's old room when she was a foal were a very special flower that Velvet had placed in her room was blooming. This flower only bloomed in the light of the moon yet it was blooming now giving off the slight light that it naturally gave off when it bloomed. The curtains were still closed and no light was getting through the thick curtains so why.

“Twilight Velvet, I have come for you.” said somepony behind her.

When she turned around she was shocked to see Princess Luna standing in the shadows. When she and Luna locked eyes Luna made her way out of the shadows to stand before Velvet. Velvet couldn't remember if Luna was always this beautiful nopony ever saw that much of the princess.

Then she smelt something very appealing to her and it sort of made her feel right. But her motherly instincts took over pushing everything away and she rushed over to Luna throwing her hoofs onto Luna side so she could stand up on her back legs, so she could be eye to eye with Luna as she asked. “Twilight! Is Twilight okay? Is she hurt? Sick? Injured? Whats happened to my daughter?” she asked hysterically.

Luna was taken back she didn't think anyone could break the succubi spell. Luna smiled softly and told her. “Twilight's fine I actually came her to take you to her, however we have to perform a ritual first in order to go and see her. She's changed a bit like me and with out this ritual you wouldn't be able to be around her for to long.” she said stalling the questions that were about to burst forth from her when she mentioned she knew where Twilight was.

Velvet felt relived and with out hesitating. “What do I have to do?” She asked Luna.

Luna motioned with her head towards the small bed that Twilight once used and said. “Go and lay on your back with your belly exposed and we will begin the ritual. Don't fight against me as I perform the ritual instead go along with everything I do and as you feel a strange power enter into your body embrace it, welcome it as a part of yourself.”

Velvet immediately went and laid on her back on top of Twilight's childhood bed her head and most of her upper body were just fine but most of her lower half was hanging off the bed mere inches off the floor it was overly discomforting. Yet she had to re position her back hoofs in order to get more comfortable. She then watched as Luna walked over to her.

She climbed on the bed as well her top half would match her own but her lower half was slightly off, then Luna lowered herself down onto of Velvet. Their chest square on touching one another but one of Luna's back legs was on top of Velvet's erotic zone and before she could respond Luna begun to dig into her zone with her knee rubbing it gently yet vigorously.

She further confused Velvet as she leaned down and kissed her touching horns as she positioned herself with the kiss then rubbing their horns together slightly running magic through her horn into Velvet's body.

Velvet did as she was told anything for her daughter as she felt the power that Luna describe enter her body instead of fighting it she welcomed it pulling it along just like any normal magic. It spread quickly and Velvet felt slightly different she felt like she did years before Shining or Twilight came long.

Like when she was fresh out of school and she and her mare friend experimented like Luna and her are doing now, this wasn't her first time doing this sort of activity and she easily matched up with Luna as they played back and forth with each other's bodies. Velvet used her free leg to run against Luna's erotic zone surprising the Princess of the night.

If this is what it would take to see Twilight she would do it for nopony in the world mattered more then her children and she was determined to see her daughter again.

*************

Odd that a civil get together would take place in the outskirts of Ponyville and at Sweet Apple Acre's at that. Normally this would be something Vinyl would do throwing massive party out somewhere where it could essentially never stop thought Octavia to herself.

Yet here she was specifically asked for by message delivered by Sweetie Belle who couldn't give out any more information running off saying she was looking for her sister Rarity who had disappeared a week ago. Octavia like others was worried about her Princesses yet she was a bit more collected as on the few times one or more Princesses had disappeared the mastermind behind it had always revealed themselves and started to do something. Like Queen Chrysalis when she attacked Canterlot during Princess Cadance and Shining Armors wedding, which of course she had the privilege to perform at, as she was the essence of classical music.

But it wasn't only classical music she liked she did like Vinyl's genre of music, well most of the time when she had actually composed a song instead of whens she was experimenting to find the right balance and the beat as Vinyl would say. Yet what disturbed her most was that it was so late, she was told to arrive a few hours after sundown.

And yet despite how close she got to Sweet Apple Acre's she could see no light or hear anyone talking, it was all to suspicious but she pressed on for anyone who appreciated her music deserved to hear it. She finally arrived at Sweet Apple Acre's and found it was completely deserted nothing was set up and their was no light's anywhere as well. Octavia was about to leave when the door to the barn cracked open slightly to let out a bit of light she heard something like voices talking. “Hello?” She asked directing it towards the barn.

But no one replied she figured who ever it was couldn't hear her and so she re positioned her cello case on her back and headed towards the barn. Once she was at the door she opened it wider and walked into the barn only to find a few lanterns positioned around a mound of hay with several fancy blankets on top of it. Before she could call out the door slammed close behind her. Nearly jumping to the barns rafters Octavia turned around to see who had scared her only to find no one there.

“Hello darling I'm so glad you could make it to our little get together or rather our little date.” said a familiar voice behind her, one that was at many high society events. She knew before she turned around who it was and as she saw the new Rarity she was even more shocked then when the door closed and scared her as Rarity had been changed.

She was more beautiful truly she was like her cutie mark a devastatingly beautiful diamond, Octavia couldn't believe what she was seeing. “R-rarity I thought you had gone missing what are you doing here?” she asked stunned.

As Rarity walked over to her she explained. “Oh well you see I was with Twilight and Princess Luna, you know Twilight and Luna yes? Oh what am I saying of course you know them. We were talking and we decided to share a new wonderful power we have all gotten a hold of.” Rarity said now face to face with Octavia who was now smelling a irresistible scent.

“So of course we all decided to recruit our own ponies and while the others are still missing Twilight decided on Trixie, that awful attention grubbing unicorn with the tasteless cape, Luna decided to get Twilight's mother Twilight Velvet, and I decided on you because simply my precious little sister is to young to take place in the activities that we adults get involved in.” Rarity said to her.

Octavia felt very strange was it the smell and the new makeover or this new power they had found. But one thing she knew for sure that if this was really Rarity then she had to go and report back to the two guards that stayed in Ponyville. They stayed behind just in case a new lead appeared or any of the missing ponies came back. Yet when she tried kicking the barn door open, it wouldn't budge.

“Somepony hel-” she started to yell but was interrupted as Rarity swooped in and locked lips with her pushing her against the barn door as she did. Octavia tried to resist but it only made it easier on Rarity as she slipped her tongue in and out of Octavia's mouth drawing slight gasp's from her before being locked by the lip again.

Octavia only now noticed that Rarity's horn was glowing, she was using magic to seal the door shut. And it was incredibly strong as the entire time Octavia was kicking the door with both of her back legs as hard as she could but to no avail.

Rarity glared slightly at her and before she knew it Octavia was flying across the room and landing on top of the pile of hay on her back. She was begin held down with magic and she could do nothing to get away from the know grinning Rarity who was approaching her slowly.

Rarity still holding Octavia down with magic begun to lick her and kiss her in different areas. One of them being her most sensitive spot, and as Rarity kept kissing her and licking her their she begun to dwell deeper and deeper into her lust she was now moaning and truly she was enjoying the whole experience.

Yet something was missing and as another wave of pleasure and something else flooded over her invading her mind, body, and soul she screamed out. “Yes more, more Vinyl more!” And suddenly they both stopped as she looked down truly embarrassed as the deepest darkest secret she had, had been blurted out in a moment of hot passion between a different white female unicorn.

“Well, really darling how could you imagine some other pony when I'm right here.” said Rarity feigning insult but smiling devilishly. “Well since its out you can be assured that we will try to convert Vinyl as well, but for now lets finish you shall we.” she finished as she went back to work on Octavia.

Octavia was at her limit she couldn't fight it anymore and so with thoughts of Vinyl turning to thoughts of Rarity she fully embraced the lust inside of her and at last she got it right. “Rarity.” she said softly as she finally became one with the lust deep inside of her.

**********

“And that's all we have so far, Sweetie Belle will be running errands for us in town if you need anything Trixie ask her nicely.” said Twilight to Trixie as she showed her around the underground complex. With more and more magic user's joining them they could fully restore the entire underground complex which actually joined up with the other ruins on the lowest level of this central ruin. Sweetie Belle was fallowing them around as well fascinated by the underground ruins offering her own design ideas here and their.

“Alright I'll try, will Sweetie Belle be joining us as well?” Trixie asked looking sort of disapproving at the young filly.

“Not right now when she gets older she will but for now shes like an apprentice she'll learns bit by bit then be transformed by some one later on.” Twilight said she was about to turn a corner when she felt two succubi nearby one was Rarity and the other was who ever she had converted.

“Rarity and her initiate are back lets go and greet them will finish up the tour later with the others. We have plenty of time after all.” Twilight said leading the two back to the main room. Rarity and the initiate were already inside the room by the time Twilight and the others had arrived.

Sweetie Belle burst in running to hug her sister. “Rarity your back! I got your sewing kit and some of your favorite bundles of fabric for you.” she said all proud like to her older sister.

Rarity embraced her pulling her close to her chest with her neck and then said. “Good job Sweetie Belle, you all remember Octavia? I figured this place is just so quite we could use some nice soothing music every once in awhile so here she is.”

Octavia nodded to them and pulled of her cello form her back letting it rest up against the wall of the ruins. “Hello Princess Twilight, and Trixie yes?” she asked.

“I am the Great and Powerful Trixie. And you are Trixie's junior as I was here first.” said Trixie confidently to Octavia.

“Oh well I doubt that since Twilight and Luna are far stronger then you Miss Great and Powerful.” said Octavia in a none hostile and uncaring tone.

Before Trixie could respond Luna walked into the room stepping aside to allow Twilight Velvet to rush into the room and embrace her daughter. “Twilight! Oh thank Celestia your safe I was so worried about you.” she said slightly crying tears of relief at seeing her daughter.

“Mom, I'm so sorry I didn't contact you sooner but your here now with me and you can help us.” Twilight said.

“I Sure can so what can I help you with dear?” asked Velvet.

“Well I had a few ideas about that....” said Twilight as she detailed their next phase of their plans and who they would corrupt next.