Unleash the Magic - Nightmare Night

Chapters

1: Twice Shy
2: Side Effects
3: Flutterbattery
4: Timberjacked
6: Spiked Drinks
7: Shadowdashed
8: A Dragon’s Desires
9: Earthside Interlude
10: Night Blossom
11: Weather Teamed
12: Cloudkicked
13: Thunderstruck
14: Annie-mated
16: Hoard and Harem
17: Turnabout Transformations
18: Collision Course
19: Escape from Equestria
20: Call for Help
21: On the Move
22: The Art of The Deal
23: Nightmare Eclipsed, Part 1/2
24: Nightmare Eclipsed, Part 2/2
26: Dreams and Nightmares
27: Tiercel Temptations
28: Griffons Expressed
29: The Taking of Peregrine Pacil - Part 1/2
30: The Taking of Peregrine Pacil - Part 2/2
31: Jailbreak
32: Mating Round
33: Command Center Conquest
34: Lunar Lust
35: Requited Love
36: Cyber Sex
37: Scion of the Sun
38: Agni Kai
39: Midnight vs Eclipse, Part 1
40: Midnight vs Eclipse, Part 2
Prologue
5: Eclipsed
15: Nightmarified
25: Thestrals and Dragons and Griffons

1: Twice Shy

“So, do they celebrate Nightmare Night on the other side of the portal, Twilight?” Rainbow Dash asked as they headed out for Town Hall at dusk, which was already decorated and readied for the occasion, with game and vendor stalls set up as well as a statue of Nightmare Moon erected for foals to leave candy offerings at.

“They do, but… they call it ‘Halloween’,” Twilight remembered, having reluctantly turned down an invitation from Sunset Shimmer to cross over and experience it from their side, explaining that she’d already made plans here and had to act as master of ceremonies for the Ponyville Nightmare Night festival as the town’s resident princess.

“Howl-o-ween?” Trixie made a face as she trailed behind, walking alongside Starlight as they passed a booth where the Cutie Mark Crusaders were offering foals a chance to earn their cutie marks carving pumpkins, Scootaloo dressed as a Wonderbolt, Apple Bloom as a scarecrow and Sweetie Belle having done herself up with painted cardboard and other makeup to look like a robot pony, the three returning a quick wave and unseen wink from Spike. “What a strange name. So what customs do those hairless apes have for it?”

“Trixie!” Starlight scolded, having already visited that side of the portal for the first time but a few weeks earlier, coming to appreciate its benefits and the human counterparts of Twilight and her friends quite readily. Their own ‘magic’ is pretty amazing… she conceded as she remembered what human ‘technology’ could do, having experienced everything from an exhilarating ride on the back of Sunset Shimmer’s ‘motorcycle’ to eating meat and playing video games.

Admittedly, the meat wasn’t bad. Though you know, I really WOULD like to have more of that ‘gelato’… and preferably not lose two scoops of it this time! she decided, as one of the benefits of a human palate, she had happily discovered, was a greater sensitivity to sweet things.

But Twilight was unperturbed. “Apparently, the same ones we do, except the origins of it are markedly different than here…” she then launched into a lecture detailing the holiday’s history in the human world, which Trixie immediately tuned out as they approached the center of the festival grounds.

“So when do I get to cross over and visit this human ‘Canterlot’ with you?” Trixie asked Starlight, who chuckled and shook her head.

“We’ve been through this already, Trixie. It’s dangerous for you to cross over because unlike me, you have a human counterpart there!” Starlight reminded her, magically shifting the arrow and quiver on her back to make them more comfortable.

“But so does she!” the showmare pouted,motioning towards Twilight.

“Yeah, well, she’s... different…” was all Starlight could immediately manage. “She brought the human element bearers together, she helped saved their world twice from magical threats…”

“And she’s got a human coltfriend!” Pinkie Pie piped up from ahead of them, causing Twilight to immediately blush and the others to giggle. “His name’s Flash Sentry, and she sneaks over to see him several times a month!”

“A human coltfriend? Ooooo…” Trixie leered at Twilight, who blushed again, now enduring the good-natured ribbing of her friends over him. “So how well does he rut, Sparkle?”

She meant it as a joke, but was surprised when Rarity repeated the question eagerly. “Yes! Do tell! How well?”

“Girls, please…” Twilight was now quite red in the cheeks but never lost her smile. “We’ve fooled around a bit, but we’ve only outright rutted once so far, and…”

“And you said you did it dolphin-style!” Rainbow Dash did a loop in the air, calling Twilight to give a very Fluttershy-type eep! “Now that’s kinky!”

“Belly-to-belly, Sparkle? Really?” Trixie stuck out her tongue and wasn’t entirely teasing about it. “Trixie didn’t think you were that kind of mare!”

“Mare, no. But woman? Yes!” Twilight finally managed as beside her, Spike plugged his ears and began singing “la-la-la-la-la!” to himself. “Believe me, I was surprised too, but… turns out it’s what they do when they mate! Along with a whole bunch of other things…” she finished in a rather quiet voice, her eyes growing distant, lost in memories of the act until she walked right into a lightpost, to the laughter of her friends.

“So have you met this ‘other’ Twilight? What’s she like?” Trixie asked Starlight, deciding that the news of her rival’s otherworldly love life would provide ample opportunities for teasing later.

“Very different… yet in some ways, much the same,” Starlight shrugged. “They’re both bookworms and both great friends, but the other Twilight is much more buttoned-up and wears glasses. She even wears her mane differently.”

“And I would so like to try that style out on you, darling!” Rarity removed Twilight’s detective hat and experimentally put her hair in her counterpart’s configuration.

“That’s okay, Rarity, really,” Twilight told her, not at all comfortable with thoughts of her human doppelganger. “In all honesty, I’d prefer that we be different…” Especially after what Sunset told me my counterpart DID! she shivered, amazed and appalled at the story her pony-turned-human friend had related about how the human world’s Twilight had been overwhelmed by magic absorbed from Equestria and transformed into a creature called Midnight Sparkle.

Drunk on her new godlike power, she had then turned the Friendship Games between Canterlot High and a rival school into her sexual playpen, taking out years of frustration and loneliness on her human classmates and even ripping open portals into Equestria. Worse, she’d nearly collapsed the already-frayed boundaries between the worlds in the process, weakened as they were by all the time travel Twilight had been doing as she tried to stop Starlight. I really don’t know what happened to turn ‘Sci-Twi’ into that… thing... but I’m sure glad I don’t have anything like THAT in me!

Trixie broke into her thoughts. “Well, then, now I really want to go! For even if another me is there, what could be better than two Trixies?” the showmare asked, giving Starlight’s flank a bump and causing her friend to nearly choke on her cupcake.

“I’m not sure I could take two Trixies!” she exclaimed, but returned the gesture all the same. For despite all her flaws, she truly did like her showmare friend, and was happy to help her realize her considerable, but woefully undeveloped, magical potential.

“Well. Trixie has to go to her wagon and get her stage ready for her Nightmare Night show. So can I trust you to keep out of trouble, Starlight?” Trixie asked with a wry grin.

Trust ME to keep out of trouble? She gave her friend an incredulous look before she realized Trixie was teasing. “Promise. And I’ll be there for your show, too!”

“You’d better!” Trixie told her, stealing a quick kiss from her before teleporting away. It was a feat she’d only mastered recently under Starlight’s tutelage but was now only too happy to show off. And in return, Trixie had been teaching Starlight some things of her own; things Starlight had, to her surprise, been only too happy to learn. Come to think of it, might even be fun to spend some time together in costume after the show and do a little role-playing… she smiled as her mind immediately went in various kinky directions of its own.

“So, ya comin’, Starlight?” Applejack called back to her, snapping her out of her suddenly heady thoughts and making her realize they’d reached the town square, which was already filled with ponies, both adults and foals. “Looks like the entire town’s out here now!”

All but one… Starlight reminded herself, her mind casting back to the story she’d been told about the previous year’s Nightmare Night. “Actually… go on ahead, girls,” she invited. “I’ll catch up later. I won’t be gone long, but there’s somepony I’d like to go visit first…” she told them, and teleported away before they could ask who.

An instant later, Starlight rematerialized outside of a familiar but darkened cottage, which had a series of muzzle-written signs up discouraging Nightmare Night visitors and even several nailed-on wood planks barring the doors and windows. Guess they weren’t kidding when they said she didn’t like the holiday… she sighed as she went up to the door and knocked, only to receive no reply. After waiting a minute, she knocked a second time. “Fluttershy? It’s Starlight!” she called into the eerie silence of the house, which was normally well-lit in evening. “May I come in?”

“Starlight…?” she heard a very muffled voice from inside, followed by it calling to her again slightly closer this time. “Um… is anypony with you?”

“No, I’m all alone… and I just want to talk,” she promised, and reluctantly, Fluttershy came and opened the door... only to instantly EEP! and close it immediately when presented with the picture of an armed and cloaked soldier pony.

“Oh… sorry,” Starlight grimaced, mentally kicking herself as she realized her mistake, quickly throwing back her hood to prove it was her. “It’s my costume for Nightmare Night. I didn’t mean for it to startle you. I think it’s pretty silly, actually…” she motioned down at herself.

“No! No. I think it looks quite… real…” Fluttershy gulped, seeing her chain mail and the bow-and-arrows on her friend’s back, looking eerily similar to pictures she’d seen in books. “You can come in if you like…” she invited, and Starlight bypassed the wood planks by simply teleporting inside.

“Thanks…” she said, following Fluttershy back to her bedroom, where she was holed up with her various animal friends behind locked doors and drawn blinds, and even looked like she’d set up camp under her bed, from which came the light of a single lamp.

“So what did you want to talk about?” Fluttershy asked, still having trouble looking at her friend’s costume. “I may not like it, but that doesn’t mean I’d want to keep you from the Nightmare Night festival…”

‘Well, actually…” Starlight was now wondering if this might not end up being harder than she thought. “I was hoping you might join us, Fluttershy. Twilight and everypony else told me all about how you gave them the best Nightmare Night ever last year,” she smiled at her friend, who blushed. “I’m still learning how to really enjoy all this stuff myself, and since it’s so new to me, I kind of prefer it when I have all my friends backing me. And that includes you, Fluttershy.”

Fluttershy shifted uncomfortably while beside her, Angel Bunny got an evil grin. “Oh! Um… well, what happened last year was more Angel’s idea than mine, but… if they told you that, I’m sure they also told you that I decided I just don’t enjoy being scared or being scary?” she told her friend, retreating behind her bangs. “It’s not that I don’t want to be with them or help them have a good time; I really do! But I’m not like Pinkie or the others, Starlight. Being scary is just not my idea of fun, but at the same time, I don’t want to stop anypony else from having theirs. So the best way for me to spend Nightmare Night is at home, right here with my animal friends,” she told them, all of said friends taking a cue to press close to her, protective of her.

“I get that, Fluttershy. I really do,” Starlight told her friend in perfect honesty, putting a hoof on her chest. “And that’s why I’d like to make you an offer. I can magically remove your fears, if just for a single night,” she told Fluttershy, whose eyes went wide. “That would enable you join us and have fun with us!”

“Um…” Fluttershy glanced at Angel Bunny, who frowned, crossed his forelegs, and very sharply shook his head. “You do remember what happened last time you cast spells on us, right?” she reminded her unicorn friend, not mentioning how it had taken her hours to get all the insects out of her mane and convince the fleas to leave her fur.

Starlight grimaced at that. Definitely NOT one of my more shining moments, and that’s saying a lot… “That was an untested incantation, and Twilight already gave me the third, fourth, and fifth degrees over it. It was a violation of all sorts of magical ethics to cast it on you girls without permission; I get that now, and I’m really sorry for it.” She bowed her head briefly, then raised her eyes back to meet Fluttershy’s.

“But that’s why I’m asking your permission this time, and I also wouldn’t be using an unknown spell. I’d be casting nullam anxietatem, a common incantation used by shrinks to temporarily relieve anxiety in their patients. It’s perfectly safe. I’ve even used it on myself a couple times,” she promised, and seeing Fluttershy waver slightly, she pressed her case. “Look, it’s your choice, and I’m not trying to pressure you. If you say no, I’ll leave. Or, if I cast it and you decide you don’t like it, I’ll dispel it. I’d just really like to see you out there enjoying yourself with us, Fluttershy, and I know the others would too!” she said with a smile.

“Well…” Fluttershy wavered further as even Angel seemed to turn thoughtful at that. “I would like to see everypony. I hate disappointing them, and it’s true that they did say they really liked what we did last year…” she granted, exchanging another look with her rabbit friend, who this time, gave her a cautious nod. “Okay then. If you can promise this spell will work and you can remove it if I want, I’ll do it!”

Starlight broke out in a broad grin. “There’s my filly! You have nothing to worry about. This will just take a minute, then..” she said as she ignited her horn and closed her eyes to concentrate on the incantation, casting it just seconds later. A pinkish glow washed over Fluttershy, and by the time it faded… “Better?” her unicorn friend asked knowingly.

Fluttershy blinked and suddenly stood up straighter, realizing… “I’m not afraid!” she announced in some wonder. “Not at all!”

“As promised,” Starlight said, not quite keeping the smug note out of her voice. Twilight might not approve, but I did everything right this time! And seriously, she’s such a wet blanket about these things. I mean, why SHOULDN’T I use my magic to help my friends have fun? “So, do you want to keep it?”

“Yes!” Fluttershy exclaimed with far more force and passion than Starlight had ever known. “To go to something like this and be able to enjoy it like everypony else? To have fun with my friends and not worry about everything that might happen? I’m keeping the spell!” she put her hoof down hard, startling all the creatures present in the room and making Angel and the other animals look at her somewhat leerily.

“Be sure you tell Twilight that! So, shall we get going then?” Starlight asked, immensely satisfied.

“Yes! But first, I need a costume! And I know I still have last year’s around somewhere…” she announced as she began to rummage around her closet, throwing clothes and towels and even old modeling outfits out left and right. “And as soon as I get it, we’ll be off… found it!” she exclaimed excitedly as she pulled it free and showed it to Starlight, who blinked but grinned, helping her into it.

Author's Note

So what was that spell Starlight actually cast? Exactly what she said. She didn’t lie or do otherwise do anything she thought was wrong, and it’s worth emphasizing again that in her mind, she’s helping Fluttershy. So is it a safe spell as she claims? Well, let me put it this way: anti-anxiety medications have plenty of potential side effects, and there’s also a laundry list of things you shouldn’t take or do while under their influence. As it turns out, it’s the same for mood-altering spells...

Those of you familiar with the original Unleash the Magic - Midnight Rising may recall I was rather hard on poor Flash in it, so I decided that to make it up to him, it was only fair that he finally get the girl. And besides, they also really kind of dumped on him in the last couple movies enough that even I felt sorry for him...

The clop begins next chapter. Onward!

2: Side Effects

“Now, just where the hay that did that filly get off to?” Applejack wondered aloud after Starlight had disappeared.

Twilight sighed and shook her head. She may not be a student any more, but she still has some things to learn about not doing things impulsively! It’s also really rude to just up and disappear like that... “I don’t know. I just know she’s not nearby or I’d’ve sensed her rematerialize. Trixie went back to her wagon, though. Guess we really should be nice and take in her Nightmare Night show later.” And she leaks energy when teleporting like crazy, otherwise she could double her effective range…

“Well, Starlight said she’d be back!” Pinkie Pie reminded them. “And she keeps her promises, so why worry about her? She’ll come when she’s ready!”

“Yeah, reckon you’re right, Pinkie,” Applejack nodded. “May as well start enjoying ourselves. Hate to lose both Fluttershy and Starlight, though…”

“You won’t have to!” A voice called out as there was an abrupt flash of light beside them, out of which popped Starlight, and…

“Fluttershy!” everypony exclaimed, amazed.

“Huh? What are you doing here?” Rainbow Dash immediately asked her fellow pegasus.

“And in costume, no less!” Rarity recognized her outfit immediately as being the same one she’d used to frighten them half out of their minds the previous year, an uncannily good imitation of her Flutterbat form from far away. “Does this mean you’ve decided to join us, darling?”

Fluttershy grinned in reply, showing a set of fake fangs that elicited a couple flinches. “I have! Thanks to Starlight, here…” she answered immediately, and in a surprisingly strong voice. “She convinced me I should come!”

“Convinced you? How?” Rarity asked as Twilight’s brow furrowed, sensing freshly cast magic on her normally bashful friend. “Not that I’m complaining, mind you…”

“Oh, she just said you all wanted to see me, and then cast this wonderful spell on me!” Fluttershy announced. “And all the sudden, I’m not afraid of anything!”

“Starlight…” Twilight’s jaw set. She also has to learn to NOT resort to magic to solve every little issue she encounters! “What did you do to her?”

“Nullam anxietatem,” Starlight announced to Twilight’s frown and looks of confusion from the others. “And only with her express permission once I explained to her what it would do.”

“And… what does it do?” An instantly leery Applejack likewise remembered how badly Starlight’s magic had all but reduced them to her servants before, waiting on her every whim. You know, if you were of a mind to, you could REALLY abuse that…

“It removes her fears and anxieties temporarily,” Starlight said evenly. “It’ll just last the night and then she’ll be back to her usual self by sunrise. Twilight will confirm that.”

Twilight gritted her teeth. “That’s true, but…”

“No buts, Twilight!” Fluttershy stepped forward, suddenly finding it far less difficult to be assertive. “She explained it to me, she asked me if she could cast it on me, and I said yes. End of story!”

Starlight stepped to her side. “You heard it straight from the horse’s mouth, Twilight. I did everything right this time. I asked permission, and this is a known and commonly-used spell, not a half-baked chimera of one like last time.”

“What’s a ‘chimera’?” Rainbow Dash blinked.

“It’s a…” Twilight began, only to stop and shake her head hard, refocusing back on the issue at hoof. “Okay, look. Yes, it’s commonly used… by psychiatrists, Starlight! It’s only supposed to be employed for severe cases of fear or anxiety where a pony can’t sleep or function without it, and even then only under strict supervision!”

“Um, Twilight…?” Fluttershy tried to break in, but Starlight spoke right over her.

“I’m sorry, Twilight, but I really don’t see what the big deal here is. It’s not a dangerous spell!” she continued to insist. “Hay, I’ve used it on myself once or twice before without an issue when I needed help to get through some tough times.”

“The point, Starlight, is that you’re not supposed to just cast a potent spell like that willy-nilly on one of your friends to bring them to a party they don’t otherwise want to go to!” she said in increasing exasperation. “Furthermore, it can also induce personality changes, and may cause its target to engage in behaviors they wouldn’t otherwise!”

“Excuse me, if I could just…” Fluttershy again tried and failed to get a word in edgewise.

“Twilight, you worry too much. Those side effects were only seen in a small number of patients and were fleeting anyway. It might even be that once she finds she can enjoy this, she’ll be able to do so without the spell! But look, if it really bothers you? Just dispel it. It’s not like I could stop you.”

Twilight looked to Fluttershy, and then back to Starlight. “I think I will, because I am really not comfortable with…”

“Twilight!” Fluttershy shouted, finally getting their attention. “Look, I understand you’re trying to protect me, but you’re ignoring the only opinion that matters here—mine!” she informed them all emphatically, her forcefulness startling them. “And I want to keep the spell so I can have fun with all of you!”

The group fell silent, now staring warily at her. “So… what was that you were sayin’ about personality changes there, Twilight…?” Applejack asked, giving Fluttershy a sideways look.

“Case in point…” Twilight replied through gritted teeth. “That’s it. I’m taking the spell away,” she announced as her horn started to glow.

“No!” Fluttershy insisted vehemently. “No, Twilight! And the reason is because you were wrong earlier when you said I didn’t want to come here—I do! I want to be able to enjoy occasions like this with all of you, but I couldn’t while I was afraid of my own shadow, and it felt like I was letting you all down for it! But now…? I can!” she said emphatically. “I want this, Twilight! Starlight made me the offer, and I accepted it! So let me be this way for one night! Let me be able to enjoy at least one Nightmare Night like all of you can!”

It was several seconds more before anypony spoke up. “Reckon she makes a good point, Twilight…” Applejack finally offered cautiously.

“Well-argued indeed, darling…” Rarity moved to stand by Fluttershy.

“Yeah, I think I’m gonna have to side with her myself there, Twi…” Rainbow concurred, alighting beside her longtime friend and placing a wing over her back. “And hay, I’d love to see her enjoying a Nightmare Night, finally!”

“Oh, me too! Me too!” Pinkie Pie added, pronking repeatedly. “I mean, for the first time ever, the herd’s all here! We’re going to have so much fun tonight!”

“Well, then… sounds like it’s unanimous, Twilight.” With some effort, Starlight kept the smug look off her face, knowing that if anything would induce her former mentor to override her friends’ wishes, it was that. “And I know you don’t approve, but I’m sorry, I still don’t think I did anything wrong.”

Twilight gave her friend and former student a look that said they were going to have a talk later. “Fine…” she conceded. “The spell stays. But only because Fluttershy says so!”

“Oh, thank you, Twilight!” Fluttershy exclaimed, and to Twilight’s great surprise, suddenly hugged her and kissed her, hard. “You’re a true friend!” she said as she finally broke the lip lock, leaving a shocked and blushing Twilight in her wake, her wings twitching.

“Well, now…” Applejack smirked, deciding she liked this new version of Fluttershy as the latter took off to look around, tugging an equally surprised Rainbow Dash with her to see what food and games were offered. “Reckon this is gonna be an interesting night…”

Two hours later, the Nightmare Night festival was in full swing.

As a full moon rose over the town—to the disappointment of all, Luna would not be present as she was attending a separate celebration in Hollow Shades, home of the bat-ponies while Discord was in Canterlot turning the Royal Gardens into a haunted maze—excited foals ran and to and fro, collecting candy from everypony and then depositing half at the reared-up statue of Nightmare Moon as an offering, later watching Trixie’s ‘Nightmare Night Fright’ show, playing games and gorging on what sweets they didn’t leave at the shrine.

Trixie’s performance was given some rather grudging approval by Twilight, acknowledging her wannabe rival’s steady improvement with magic under Starlight’s tutoring and that she was putting on a much more effective display than she could previously. After her show was done, Trixie then surrendered her stage so the attendees could listen to a typically spooky story from Zecora, who had dressed up as an evil enchantress (to be promptly serenaded by Pinkie Pie) and indeed dealt out some frights along with some of the alchemic effects she specialized in, to the delight of parent and foal alike.

By ten, however, the sugar highs of the latter were wearing off and the suddenly tired foals were ushered to bed by their parents, many of whom then returned for a far more adult celebration. Taps were opened and various ciders flowed freely, including at Applejack’s stand, where Big Macintosh had just taken over for her younger sister, having spent the last several hours indulging in his own favorite Nightmare Night activity—taking foals on hay rides through a haunted meadow at the edge of the Everfree, dressed up in a cape and green makeup as a banshee.

Somewhat to her surprise, Starlight found she was enjoying herself, playing games and earning plenty of accolades for her costume, even having her picture taken with a griffin who was in town and had joined in the festivities dressed as a soldier from the same period. Better yet, Twilight had finally stopped glaring at her, though perhaps seeing how good a time Fluttershy was having helped. The latter was spending most of her time with Rainbow Dash, who was introducing her to all sorts of games and activities—including her favorite, scaring other ponies; something Fluttershy’s bat-pony costume made her well-equipped to do.

“So I was meaning to ask you, AJ… why’d you go with that costume this year?” Starlight asked as they arrived to collect her from the cider stand, motioning down at her Timberwolf outfit.

“Ah. Well, funny story, that…” she grinned as she and Big Mac swapped out their sweet foal-friendly cider for something far more adult; their ‘special reserve’ cider made with a secret ingredient her entire family refused to share with anypony. “See, back when we was young ‘uns, Granny Smith used to scare us with stories how there was a timberwolf curse in our family blood from way back. Every Nightmare Night, she’d collect us and the other neighborhood foals ‘round a campfire and tell us how our great-great-great-great-great-great grandpa Apple Harvest got bit by one. She said that every full moon of October, he’d turn into a timberwolf himself and they had to tie him up and lock him away ‘til sunrise else he’d escape and start spreading the curse to everypony else!”

“OOooooOOooo… sounds scary!” Pinkie Pie pronked, having already finished off two sacks of candy and starting into a third. “And then what happened?”

Both Applejack and Big Macintosh chuckled at that. “Oh, then Uncle Adanac or later Big Mac here would jump out from behind the bushes in a worse costume than this and still scare us right out of our hooves.”

“Eeyup,” Big Mac confirmed, a smile visible behind his green face makeup. “And Granny also said that the curse might’ve been passed to any one of us and could emerge at any time,” he drawled, giving Applejack a wink.

Applejack chuckled but shivered. “Oh yeah… reckon Ah didn’t sleep much the first night after Ah heard that!”

“And did you truly believe that tripe?” Trixie rolled her eyes as she munched on a candy apple from the stand, plucking it and flipping a single bit into the open register. “Even as a foal, The Great and Powerful Trixie would certainly not be frightened by such an outlandish tale!”

“Oh, really?” Rainbow Dash spoke up as she swooped in beside her, an eager grin on her face, making a quick shushing motion at everypony, who looked behind Trixie and instantly realized why. “Then how about the one about being stalked and having your blood drained by the vampire batpony? You know, Trixie, it could be right behind you even as we speak!”

“Oh, please, Rainbow Trash. Trixie wasn’t born yesterday! There’s no such thing as—” the back of her mane suddenly stood straight up as a long and ominous shadow fell over her and she heard a soft and sibilant hiss right into her ear, hot breath washing over it followed by the brush of a nose. She yelped and whirled to see… a silhouette of said batpony hanging upside down from the roof of the adjacent stall, backlit by a firefly lamp but visible only in outline except for her glowing red eyes and bared white fangs as she then flared her bat wings, which looked real enough in the low light.

“AYYYIIIIEEEE!!!!!!” Trixie gave a schoolfilly shriek and instantly teleported behind Starlight, eyes wide as everypony else erupted in laughter. Starlight’s horn then lit up to illuminate… an upside-down and shortly giggling Fluttershy, her false wings and teeth revealed clearly in her horn’s light.

“Oh, how’d I do, Rainbow?” Fluttershy asked eagerly, her eye glow slowly fading to reveal her typically teal irises.

“Perfect!” Rainbow confirmed as she and Pinkie Pie rolled on the ground laughing. “You got a real gift for this, Flutters! You got Miss-Great-and-Powerful good!”

“Not funny! Not funny!” a flustered Trixie exclaimed, her cheeks red underneath her witch’s cap.

“Could’ve fooled me!” A still-guffawing Spike answered as he hopped down from the bench he’d been holding up the firefly lamp to backlight Fluttershy with, exchanging a high hoof with Pinkie Pie.

“Okay, I admit that was a good one. But um… how’d you get the eye glow?” Twilight chuckled herself before she turned and gave Starlight another baleful look, but Starlight only shook her head.

“I had nothing to do with this one, Twilight,” she promised with a grin, curious how it was accomplished herself given she didn’t feel a spell at work.

“She didn’t, Twilight! We got it from Zecora. ‘One drop of this and your eyes will glow. But the effect ebbs quickly so you cannot be slow’!” Rainbow Dash said, mimicking their zebra friend’s voice almost perfectly as she produced a small vial of clear liquid marked with a red dot, now half-empty. “She’s got all sorts of alchemic tricks like that, and she’s selling them at a discount tonight!”

“EeeeeeYUP!” Big Macintosh suddenly reared up and spread his cape, his eyes glowing green as he pinwheeled his hooves, this time causing Trixie to give a second schoolfilly shriek and leap into an equally frightened Pinkie’s arms. “Thanks, Sis…” He returned a green-dotted vial to her.

“Mah pleasure!” Applejack accepted it. “Got it from Zecora earlier this evening. Still a little left. Reckon Ah’ll save it for later, but since you were wondering ‘bout it… wanna see, sugarcube?” She offered it up to Twilight.

“Huh,” was all Twilight said as she took and inspected the vial, probing it with her aura to test its properties and then passing it to Starlight who did the same, leaving both unicorns impressed at what Zecora could do. “It’s clever and seems pretty safe. Still, probably not a good idea to be using this, Fluttershy. You’ve already got magic in your system and sometimes introducing alchemic agents to spells results in strange cross-reactions…”

“Seriously…?” Starlight asked as even Spike rolled his eyes. She just can’t let it go...

“Oh, you worry too much, Twilight,” Fluttershy waved her off. “I feel great! I’m having so much fun!” she exclaimed happily, hugging her again and nuzzling her, startling Twilight again. “Oh, I can’t believe I was ever afraid of this! It’s just wonderful!” She did a very Rainbow-like loop in the air as Applejack poured them both a mug of cider to take with them. “Thanks, Applejack!”

“Wait, Fluttershy!” a still-blushing Twilight called again in some alarm, plucking the mug from her grasp. “That anxiety spell comes with a strict warning: No Alcohol!”

“Twilight…” Fluttershy was starting to get visibly annoyed.

“Actually… this time, she’s right, Fluttershy,” Starlight admitted with a grimace, mentally kicking herself for not thinking of it. “No alcohol while the spell’s in effect.”

“Now don’t you worry your pretty little head there, Twi. Our special reserve ain’t alcoholic.” Applejack shared a wink with Big Macintosh, who gave her a knowing grin. “So drink up, sugarcube!” she invited, pouring a mug for everypony. “Limited supplies means everypony’s on a two-drink limit, and it costs thrice as much as our usual brew. But for all mah friends, this round’s on the house!”

“Thanks! But… what’s in it?” Twilight asked, sniffing it curiously.

“Family secret, Twilight,” Applejack answered but this time gave Pinkie Pie a look and wink, who giggled as if at a shared joke. “Just trust me when I say if we could’ve made nothing but this, Flim and Flam wouldn’t have had a prayer of winning that wager!” she said as mugs were raised in toast and then clinked together. “To good friends, to good times… and to all o’ us bein’ here to enjoy it!” the country mare offered the ceremonial toast with a look at Fluttershy, who smiled back.

“To the best Nightmare Night EVER!” Pinkie Pie added, and with that, they all threw back their drinks.

“So, still think casting the spell on Fluttershy was the wrong thing to do, Twilight?” Starlight asked as they walked, mug in aura, still marveling at how good AJ’s special reserve truly was, licking her lips quite happily. Wow, I don’t know what’s in it, but this brew of their really IS something else… “You know, I’d even lay odds that after how much fun she had tonight, she won’t even need that spell to enjoy herself here again!” she noted lightly, but wasn’t quite able to keep the smug look off her face as they trailed behind the rest of the group, chatting amicably between sips of their remaining cider.

“Maybe…” Twilight granted reluctantly. “But I still don’t like it. She could have had a cider or something alcoholic without us knowing and then...”

“And then, we would have seen the warning signs, dispelled my magic, and she would have been fine,” Starlight answered evenly, noting a slightly pinkish haze that seemed to be creeping in along the edges of her vision along with a growing feeling of mellowness—a by-product of the cider, perhaps? For not being alcoholic, that sure seems to be doing… something…?

With that, Twilight deflated. “Yes, I guess you’re right,” she finally conceded. “It’s worked out perfectly, and I’m glad. Sorry to be such a mother hen over this, but when it comes to Fluttershy...”

“I’m sorry… what was that?” Trixie needled, producing a prop ear trumpet with her magic as she asked the question Starlight was too polite to. “Did Twilight Sparkle just admit she was wrong?”

Twilight ground her teeth for a moment, then turned and grinned. “And did the Great and Powerful Trixie get scared by some fake teeth and prop wings?” she asked, causing the other unicorn to blush.

“Think she got you there, marefriend…” Starlight noted, then blinked at the slip. We were trying to keep that a secret!

“Marefriend?” Twilight echoed, put the pieces together and then turned to them in surprise. “Wait! You mean you two…”

Before a slightly flustered Starlight could confirm, Trixie confirmed it by pulling her close with her magic and giving her a kiss that took her breath away as the others whinnied and whistled their approval while Twilight’s jaw went slack. “That answer your question, Sparkle?” she turned to Twilight with a smug look, taking pains to flag her tail in Starlight’s face, who blushed.

“B-But…” Twilight was agape while the others laughed.

“Well, now… reckon Twi’s the only one who didn’t know!” Applejack smirked.

“But now that she does, I finally get to throw them a hook-up party!” Pinkie exclaimed.

“Wait… you girls know?” Starlight was mortified, yet strangely relieved.

“It’s been rather obvious for a while, darling!” Rarity rejoined, raising the remains of her cider mug in toast to the pair again. “And we couldn’t be happier for you both!”

“But… that’s… how does...” Twilight stammered, uncharacteristically fumbling her words. “How does that even work?” she finally got out.

“Oh, Twilight…” Rarity shook her head and chuckled. “You’ve been with your first colt, and yet you can still be so wonderfully naive!”

“Not all o’ us are lucky enough to have a second body and our own stallion, sugarcube. Ain’t nothing wrong with having some mare lovin’!” Applejack said, giving Rarity a wink and nudge.

Twilight stared at her friends in disbelief. “I meant…” She began to correct them, but a giggling and slightly swaying Fluttershy cut her off, approaching Twilight with uncertain intent.

“You mean you don’t know how mares mate, Twilight?” she asked in a tone approaching sly. “Between mares, it works... like this!” Without any warning, hesitation or shame, Fluttershy ran the tips of her feathers along the length of her friend’s marehood, causing Twilight to start and take a ragged breath.

“Fl-Fluttershy!” she exclaimed, her cheeks going pink and tail involuntarily flagging before she hurriedly clamped it back down over her privates.

“Whoa nellie!” Applejack shouted as as equally shocked Rarity put her hoof over her mouth and materialized a mask over Spike’s wide eyes, but a rose-cheeked Fluttershy was just getting warmed up.

“And for pegasi, it works like this…” she began to preen the leading edge of Twilight’s alicorn wings near their base, giving her grooming nibbles that caused her to gasp in unexpected pleasure and her wings themselves to quickly go embarrassingly rigid, rising to erection almost instantly, her feathers almost painfully splayed outwards and made even more sensitive for it, the display earning a few whinnies and whistles from passerby ponies. “...and this!” she began to gently knead Twilight’s flight muscles around the base of her wings with her hoof, causing them to quiver like jelly.

“Holy…” Rainbow watched openmouthed, her own wings threatening to go erect as she watched.

“Hayseeds…” Applejack finished for her, fanning herself with her stetson, but nopony moved to stop their suddenly amorous friend.

“Fl-Fluttershy…” Twilight’s voice was going shaky as her friend continued her efforts, suddenly keenly aware of all the eyes on her… and worse, finding herself quickly becoming even more aroused for it, her horn involuntarily aglow with excitement and suddenly unable to fly or focus enough to teleport away, her legs beginning to buckle beneath her as her pegasus friend expertly stimulated her wings, which she’d never even thought of in terms of sex before!

But Fluttershy wasn’t done yet, giving Twilight one final round of stimulation by running the tips of her feathers along the length of Twilight’s as she moved forward, causing a series of erotic and very exquisite shocks to go off like Minotaur firecrackers in them, driving her friend to her knees. “And for unicorns, you can always do… this!” She took Twilight’s glowing horn inside her mouth, causing Rarity to put a hoof to her head and faint. She was attended immediately by Spike once he’d peeled off his blindfold, sparing the scene a series of disbelieving glances while Pinkie Pie cheered Fluttershy on loudly, attracting even more attention.

“Best… Fluttershy… EVER!” Pinkie Pie shouted and stotted in glee. “Don’t you agree, Twilight?” she asked her friend, who couldn’t speak or move as her horn was simulated, and worse, felt a very public climax coming on, her glazed eyes falling on a stunned Starlight, who was being rubbed up against by an equally shocked but intently watching Trixie, a look of outright relish on her face.

“Yes, don’t you agree how fun it is to be made love to in public by your own friend, Twilight…?” Trixie teased her mercilessly, recognizing that the public setting was part of what was turning her rival on. “Trixie didn’t think you were that kind of pony, Sparkle! You know, if you’re not careful, you might just come right here… right now... in front of everypony!” she suggested slowly, emphasizing each word in turn, and the words combined with Fluttershy’s stimulation were finally enough to send Twilight over the edge.

Her normally-bashful pegasus friend released her horn as she sensed the impending climax, kissing Twilight deeply at the moment it hit, her entire body tensing and her horn then all but exploding in a spectacular shower of multicolored sparkles that was visible throughout the square, erupting repeatedly in a series of orgasmic pulses that announced her enjoyment to all watching and rained glitter all over her friends nearby... except for Rainbow Dash, Starlight and Trixie, the first quickly darting out of the way while the second quickly erected a shield around her and her showmare friend, not caring to be showered with her mentor’s magical climax.

“Wow, I didn’t know this was that kinda party!” A passing pony called out teasingly while the rest of the observers hoofstomped their approval as Fluttershy took a bow to them… and then stumbled hard, swaying heavily and threatening to topple over. Snapping herself out of her shock and the pleasant tingling sensations the sparks caused her skin, Applejack caught her only to be smothered with somewhat sloppy kisses in turn, Fluttershy reminding her friend through slurring speech of ‘how much batponies LOVED apples!” and immediately offering her the same treatment, drawing her long tail between Applejack’s legs for emphasis, causing the latter’s knees to go weak.

“Uh, Sugarcube…?” An increasingly alarmed and strangely aroused Applejack asked as Fluttershy used her sudden unsteadiness to pull her friend down into an embrace and then rolled up on top of her, proceeding to lay a line of kisses down her belly until she found and latched onto her teat! “Uh, Starlight? Little help here? This ain’t normal!” she managed in some panic, cursing herself for getting aroused, enjoying the stimulation and some part of her mentally willing her pegasus friend to go even lower.

“No kidding,” Starlight recovered her senses, recognizing from her increasingly drunk manner that something was happening to Fluttershy that went far beyond what could be explained by an anti-anxiety spell or a single mug of cider. Dammit, I thought AJ said that cider WASN’T alcoholic! “Party’s over! I’m taking her to Rarity’s place!” she announced as she put a hoof on an amorous but inebriated Fluttershy and teleported her away.

Author's Note

And so it begins, folks, though this is tame compared to what’s to come! :rainbowwild: For those of you who are wondering what’s happening to Fluttershy (and shortly everyone else!) the answer will be revealed gradually. Just trust me when I say I have it all worked out, and I’m actually working from a list of notes when I write these scenes. Suffice it to say, the fuse is now lit and the influence of the altered spell is already starting to spread. What altered it? What is it doing? Read on! From here on out, expect major clop scenes in every chapter, and a crescendo of kinks starting to build along with them...

3: Flutterbattery

After rematerializing in Rarity’s parlor, Starlight immediately dispelled the anti-anxiety incantation on an inebriated but still-sensuous Fluttershy, causing her to almost immediately fall asleep in her arms. She then floated her drunken friend upstairs and laid her in Rarity’s bed, magically checking her vitals and finding them matching that of a pony who’d overindulged on alcohol, but not to the point that she was in any danger.

By the time she’d finished, the others had arrived downstairs, so she rejoined them with a teleport, quickly assuring them Fluttershy was fine. “I removed my spell and she’s sleeping now,” she informed them before they could ask. “She may wake up with a hangover, but should otherwise be fine by morning,” she explained to their relief.

That brought sounds of relief from all except Twilight, who was still in considerable consternation. She’d had to be helped inside, unable to teleport herself away for being in her post-coital magical refractory period all unicorns had as a measure to protect their mates from accidental magical discharges at the moment of climax, still feeling its aftereffects. “Are you okay, Twilight…?” Starlight asked, but Twilight shook her head violently.

“Okay? No, I’m not okay! How can I be okay after that? She got me off… in public!” She slumped and sobbed even as she shivered, trying to drive the strangely compelling memories away. Worse, she was still able to feel a ghost of the sensations Fluttershy had imparted on her wings and horn, the former twitching again, amazed that she could climax from that alone.

“Yep-yep! Gave you a wing and horn job in front of everypony!” Pinkie said as she flipped a piece of popcorn into her mouth, causing Twilight to curl into an even tighter ball. “What a show!” she proclaimed as she held up a scorecard with a “10” written on it.

“Ain’t the time, Pinkie…” Applejack said, rubbing her hoof behind her head. Actually, it WAS kinda hot… she granted, half-wishing Starlight had given Fluttershy just one more minute before removing her.

“Come on, egghead, it wasn’t that bad…” Rainbow Dash said somewhat half-heartedly, but admiring Fluttershy’s public performance all the same. That was one HAY of a wing job! Wonder if she’d be willing to do that to me…? Her wings twitched at the thought.

“Uh… yeah! Not many ponies outside of us saw, so it could have been worse!” Spike offered uncertainly as well from where he was attending a still-fainted Rarity on her chaise lounge, fanning her with his hat. Rarity’s blindfold had kept him seeing much until she swooned, but once he could…

Holy… was the only word that came to mind in his thoughts as he vividly recalled the image of Fluttershy pleasuring Twilight’s horn, a paw going involuntarily to his crotch and suddenly very glad he was still wearing his costume overcoat.

“Not bad? Could it have been worse?” Twilight echoed in disbelief. “Plenty of ponies saw me and anypony who didn’t will know by morning what happened given how fast gossip travels in this town! What am I going to do? What am I supposed to tell Flash? What will the princess say when she learns? How am I supposed to be around Fluttershy now? For that matter, how am I ever going to show my face in public again?” she asked through tears, trying futilely to cover her head with her hooves as if in hopes they would hide her.

“Keep a bag over your head and insist that Fluttershy walks in front of you?” Trixie smirked. “Admit it, Sparkle. You loved it,” she further needled, only for her expression to fall as the others glared her silent.

“This is really not the time, Trixie...” Starlight scolded her, then stalked over to Applejack. “Okay, AJ, out with it! Just what the hay was in that cider? You swore it wasn’t alcoholic!”

“And it ain’t!” the country pony insisted, looking flustered and Starlight didn’t think she was lying given the vehemence of her reply. It wasn’t, she had found, that being the Element of Honesty made Applejack incapable of lying, just incapable of hiding it. She had a blatant tell when she lied that would make her an easy mark at a Las Pegasus poker table—her mouth went scrunched and her eyes evasive. “Ah can’t tell ya what’s in it, but Ah swear on Maw and Paw’s memory, it ain’t!” she repeated, putting her hoof down hard. “By the sun, Starlight, I heard Twi’s warning just as well as you did! She said no alcohol and Ah didn’t give ya’ll any! You really think Ah’d just up and ignore that if Ah knew it could hurt somepony?”

“No...” With effort, Starlight held her temper in check, trying to focus on unraveling the mystery at hoof, a task made somewhat more difficult by the cider’s effects tugging at her as well, somehow both slowing and sharpening her wits. “Well, fine, maybe not alcohol, but there was something in it! Some kind of potion or... I-don’t-know-what! There’s this weird pink haze around the edges of my vision, and we’re all acting a little off now! Fluttershy was fine before she drank it, so whatever was in that cider had to have been what affected her! So I’m sorry, but this is a little more important than keeping a family secret! Now spill it, AJ! What was in it?” She got in the other mare’s face.

This time, Applejack did look away, searching for a way out but not finding one. “Fine,” she slumped. “It’s made from Zap Apples. It’s a lot harder to make, and given how infrequent zap apple season is, we don’t get to brew it very often. But it ain’t alcoholic! And it doesn’t make you drunk so much as... uninhibited.” She shifted uncomfortably. “Pinkie’s used it in her party punch before for that reason—it tends to enhance everything from the flavor of the cider to… well, the deepest desires of the one drinking it. Have enough of it, and you’ll lose all good sense and might be willing to rut publicly, sure... but just one mug of it shouldn’t be anywhere near enough to do that! Most it should do is make ya a bit more mellow!”

“Deepest desires?” Trixie blinked. “Wait… so you’re saying Fluttershy always wanted to screw Sparkle?”

“Zap Apples?” Starlight blinked, ignoring Trixie even as she wondered if it was true. “I’ve never heard of those!”

“And you wouldn’t have, unless you’ve lived around here a while,” Twilight grimaced, worry for her friend finally overriding her embarrassment as she pulled herself back to her hooves, if still somewhat shakily. “It’s a special breed of apple that has an extremely erratic harvest season and grows exclusively within and along the border of the Everfree Forest. It’s highly charged with forest magic, and it can even—oh no!”she exclaimed as the answer of what happened to Fluttershy finally occurred to her, and Starlight an instant later from the short description alone.

“Fluttershy! Fluttershy!” Twilight called out in a near-panic, teleporting to Rarity’s bedroom followed by a series of heavy hooffalls on the stairs as everyone rushed up after her. But by the time they arrived, they found…

The bed was empty and the window open, with Fluttershy nowhere to be seen except for a few loose scraps of feathers left on the blankets.

* * * * *

“Oh, that’s just great!” Twilight said, looking out the window to scan their immediate surroundings with her eyes and magic, but seeing nothing except a few revelers.

“But Ah-Ah don’t understand! What happened?” Applejack asked, worried this was somehow her fault. And Ah ain’t ever gonna live it down if it is...

A worry that was not helped when Twilight turned to glare at her, her eyes suddenly glowing a fiery orange and mane beginning to smoke. “What happened, AJ, was that the wild magic of the Zap Apples combined with Starlight’s spell! What happened was that each magic acted as a catalyst for the other, combining unpredictably and increasing their effects exponentially! And that’s exactly why you only use these spells under close psychiatrist supervision and away from potential magical reagents!” she spelled out to Starlight, who all but wilted as every word of the explanation rang true.

“You should have told us what was in your cider, and you should have never cast that spell!” Twilight pointed a hoof at Applejack and Starlight in turn, her mane erupting in fire and burning her hat off, radiant heat coming off her in waves and the flames licking dangerously near the window curtains and the hanging fabric of Rarity’s four-poster bed.

“Um, Twilight…? You’re gonna burn down Rarity’s bedroom if you don’t watch it…” Spike warned her, making her step away from the bed and window.

Applejack looked away as Starlight closed her eyes, then opened them again. “Look, Twilight... you want to blame me for this, fine, I deserve it. But first things first. We have to find Fluttershy and dispel whatever enchantment the two magics morphed into! Wherever she is now, she’s not herself and there’s no telling what crossing Everfree magic with a mood-altering spell like that will do to her!”

“Glad to know you agree,” Twilight said acidly, controlling her temper with visible effort to extinguish her mane and tail flames. “Okay, listen, we have to split up to find her. Rainbow Dash and I will search by air; Starlight, you teleport and scan from the ground, and the rest of you, search on hoof, passing word to all ponies you meet to look for Fluttershy! If you see her, signal with these,” she magically materialized and passed out a series of crystals she’d been making in her castle laboratory to summon help when they got into trouble on friendship quests.

“I got the idea for them from ‘glow sticks’ on Earth. Just tap them hard and shake them, and then they’ll start glowing and become both a visible and magical beacon Starlight and I can sense. We’ll then teleport to the source, find Fluttershy and dispel all the magic, take her to the hospital to make sure there are no lingering effects, and then...” she turned back to Starlight, fury in her still-glowing eyes.

“And then, you and I are going to have a very long talk...” Twilight announced as she and Rainbow Dash departed the room out the open window and took to the skies, while the rest headed downstairs to retrieve Rarity and get organized for a ground search.

If they had looked back, they might have seen a large dark shape hanging upside down from the roof eave beside Rarity’s bedroom with a pair of curiously unfeathered wings wrapped around her, her eyes glowing softly with reflected moonlight as she watched the pair depart.

Starlight and Trixie departed immediately, teleporting to opposite points in the town to begin their search. Two minutes later, Rarity had been rousted and the remainder of Twilight’s friends split up to search the town for Fluttershy singly despite Spike’s initially vehement objections.

“Haven’t you guys ever seen a zombie flick? That’s always the worst thing you can do! You’ll get picked off one by one! And worse, it’s always the short, ugly or expendable ones that go first… and that means me!” He wrung his reptilian paws as his eyes darted nervously.

“Ooooo! He’s right!” Pinkie quickly agreed in fear, tugging Spike to her protectively. “We should search by pairs!”

Applejack, however, just rolled her eyes. “Picked off by what, Spike? We’re not dealing with zombies here, just a… completely uninhibited Fluttershy…” she finished somewhat sheepishly, blushing anew as she remembered her friend pushing her on her back and laying kisses down her belly, her teats tingling again at the memory. Dang if she weren’t good at it, too… “Reckon the worst she’ll do is try to have sex with you, and if she does…” she shifted uncomfortably, hoping nopony noticed her marehood involuntarily winking.

“Well then, at least then she’ll stay in one place long enough to summon help!” Just not too fast this time… she couldn’t help but think, wondering if the cider was affecting her more than it should given how lurid her thoughts were going, suddenly feeling less guilty over her role in what had happened than hoping for more.

“Indeed. I think the worst she might do is give you a… what did Twilight say humans called it? A ‘blow job’?” a recovered Rarity winked at Applejack as Spike’s eyes went wide. “A rather crude term for oral sex, if you ask me!” She stuck her nose in the air in mock disapproval.

“O… oral…?” Spike shifted in a manner that suggested his costume clothes were suddenly too tight. “Guys! What are we waiting for? Fluttershy’s in trouble! Let’s get out there and find her!” he ran out of the boutique at his top speed.

“Right behind ya, partner!” Pinkie followed, all excitement again.

“Really shouldn’t get his hopes up like that, Rares,” Applejack gently chided after the pair had departed.

“It worked, didn’t it?” Rarity said, stealing a quick kiss from her and giving Applejack’s marehood a teasing brush with her aura. “And there’s no harm in him at least fantasizing about it, darling.”

“Just so long as Ah get some oral lovin’ from you later, sugarcube,” she told her as they exited the boutique themselves and split up, Rarity going left and Applejack going right. “Reckon Ah need it after that scene and what Fluttershy nearly did to me!”

“Count on it… apple of my eye!” Rarity said, flagging her tail at her marefriend as they parted, the pair watched the whole time by the dark shape above, though it was only when they separated that it took flight trailing Applejack, darting from rooftop to rooftop, flitting from shadow to shadow in her wake.

* * * * *

“Anything yet?” Twilight asked Rainbow Dash as they met back up, having searched by air in opposite directions, the former having checked Fluttershy’s home and all points in between and found nothing but concerned animals who seemed to be acting strangely skittish around her, several drawing back from her slowly as she entered; a few even hiding from her or ushered away by Angel bunny, who would only answer her questions with a nod or head shake at a safe distance.

That’s odd. They usually like me. Maybe I was a little short with them, but normally Angel isn’t afraid of anything! she noted at the time, but put it and a growing headache aside, rubbing her temple and casting a quick painkiller spell. She normally hated resorting to magic for simple matters—something she endlessly chided Starlight for—but this was an emergency and she needed her wits sharp.

“Nada,” Rainbow Dash shook her head. “Wherever she is, she’s not flying, and she’s not at any of her usual haunts like the spa or the park either. I’ve got the night weather patrol looking for her though. They’ll signal with a lightning bolt if they see her.”

“Good…” Twilight said, her eyes playing over Rainbow’s Zapp costume, noting how tightly it hugged her lithe, athletic form, looking every bit as good or better on her as her Wonderbolts uniform did. Rarity really did a good job on it… she granted, admiring her friend’s sleek, well-emphasized curves, suddenly imagining peeling her out of it, slowly bearing her barrel and blue-furred flanks…

“Uh, Twilight…?” Rainbow Dash’s voice broke into her thoughts. “You okay? You’re acting kinda spacey all the sudden…”

“Huh…?” Twilight blinked, then shook her head hard to clear it, disgusted with herself at where her thoughts were going, her headache threatening to return. I don’t know where that’s coming from but this is REALLY not the time! “S-sorry…” she offered but couldn’t help but wonder if what the tabloids said was true and Rainbow was in a relationship with Spitfire and Soarin. Just imagine her getting double-teamed by those two… okay, ENOUGH! she ordered her brain to stop feeding her images of it, directing her strangely attractive friend to start searching more unlikely locations like pubs and taverns.

If she’s still as fearless and uninhibited as she was with me, she might just have gone to offer herself up to any stallion who wants her… she picked up her flying pace, yet instead of worry, felt something almost akin to… hope?

* * * * *

“Land sakes…” Applejack shook her head to clear it as she continued her search, trying to dispel what she assumed was the cider’s aftereffects which seemed even stronger than usual, the pink haze on her vision only growing even though she’d had but one drink. Whoa nellie, that batch o’ zap apples seems to have been extra-potent… maybe that’s why it hit Fluttershy as hard as it did? She rubbed her head with a hoof.

It was a question for later. She’d already encountered a dozen ponies and told them to watch for Fluttershy, but they seemed more interested in confirming whether it was true that ‘she’d really pleasured the princess?’ in front of everypony, and it was both her blessing and her curse that Applejack simply couldn’t tell a lie.

Or at least, not convincingly, deciding there was no point in hiding the truth since Twilight was right that the whole town would know by morning. But she did emphasize to all who asked that Fluttershy was assuredly NOT herself when it happened, and was now missing, needing to be found and treated. Least they’re not askin’ ‘bout ME! she thought with a wan grin as she kept a watchful eye to the sky, deciding to head back to the festival grounds to check in with Big Macintosh, whom she assumed was now packing up as midnight approached and the festival grounds closed; those ponies who wanted to continue celebrating heading for various bars and clubs.

“Hey, Big Mac…” she called to him as she got close, noting he had the stand fully packed onto his hayride cart and was now hooking it up to his yoke, intending to take it and their remaining wares back to Sweet Apple Acres. “Ya ain’t seen Fluttershy, have you?”

“Nope,” he said. “Not since earlier, anyway!” He gave her a knowing grin, causing her sister to blush, though his smile dropped when he saw her worried expression. “What’s wrong?”

She told him shortly, and he frowned. “Ah see… reckon Ah’ll look for her too, then,” he unhooked the wagon from his yoke.

“Well now... that’s mighty nice of you, Big Mac,” she acknowledged, giving him a quick hug. The embrace made her appreciate his large and powerful form, to say nothing of how dependable and always willing to help he was; always putting others above his own needs. He’s a keeper. And ya know, if he weren’t mah brother… she had to fight off a sudden and very lurid image of her going down on him... pushing him down on his back... and worshiping every inch of his essence until his two large red delicious apples gave up their sweet, rich juice to her...

What… the… HAY! She pulled back from him in alarm at where her thoughts went.

“Sis?” Big Mac gave her an odd look, having felt her suddenly stiffen. “Y’okay?”

“Uh… yeah! No problems here! Now let’s go find Fluttershy…” she said even as her internal screaming intensified, passing him one of Twilight’s crystals but deciding she was throwing out the cider as soon as Fluttershy was safe. Thank the sun and moon Ah didn’t have more of it! Ah mean, if just one mug of it is enough to make me think thoughts like that, there’s no tellin’ just WHAT a second one would do!

* * * * *

“Any luck, Trixie?” Starlight teleported to check in with her friend, having pinpointed her by her short-range teleports. As they required a sharp surge of magic, they were instantly detected by her well-honed magical senses, to say nothing of the large amounts of energy her magician friend was leaking in their use, leaving the aura equivalent of a breadcrumb trail behind her anypony with even an ounce of magical awareness could track. It’s sloppy and I really should help her address that for her next lesson… “Sugar Cube Corner hasn’t seen her, and neither has anypony at Town Hall.”

“Nopony’s seen face nor feather of that pegasus!” Trixie replied in some disgust, having been hoping to take Starlight back to her wagon long earlier for a very personal show, not noting Starlight’s grimace at her misuse of grammar. “Trixie told them to keep an eye out for Fluttershy, but all they want to know about is whether it’s true she went down on Sparkle’s horn in front of everypony! Don’t worry, Trixie was only too happy to confirm it!” She closed her eyes and put a hoof on her chest in her usual smug manner.

“Trixie…” Starlight rubbed her eyes with a hoof, though she supposed it was pretty much impossible the entire town wouldn’t know by morning anyway. Twilight’s right—the only thing faster than the speed of spell in this town is gossip! “Well, I haven’t heard anything either, and nopony’s set off those crystals Twilight gave us. Wherever Fluttershy is, she’s not showing herself,” she said unhappily, suddenly wondering and worrying if her friend was now lying passed out in alleyway somewhere.

I am never going to live this down… please please PLEASE be okay, Fluttershy! she stuffed her worries as far down as she could, knowing there was no time for it. “So any ideas where else we can check?”

Trixie thought, and then gave a leering grin. “Why not the castle?” she suggested.

“The castle?” Starlight blinked. “Why there?”

Trixie’s leer got stronger beneath her pointed witch’s hat. “Simple. Fluttershy screwed Sparkle, right? Well, from what Sparkle said, she always had some sort of secret crush on dorky bangs that she can now express? So maybe she’s now there waiting for Sparkle to come back so she can do it again! In fact, I’ll bet she’s now in Sparkle’s bedroom, lying on her bed doing herself with a hoof while thinking about her!”

Starlight blinked, and not just from the obscene imagery. “Trixie… you’re right! I’ll bet that’s exactly where she is! That’s brilliant!” she hugged her friend hard.

“I know,” Trixie all but preened. “Trixie is running short of energy for teleports, though…”

“Yeah, we really do need to work on your energy leakage there. Later, though. Hold on, then…” she put a hoof on her friend and teleported them both away.

* * * * *

“Huh? What do you mean something’s wrong with Twilight?” Pinkie asked Angel Bunny after popping up in Fluttershy’s cottage via her bedroom clothes trunk, finding him and many of the other animals hiding or otherwise huddled together as in fear. She’d come to inquire if they’d seen Fluttershy, but… “You said Twilight already came in here and asked about Fluttershy? What’s so strange about that?”

Angel shook his head hard and made a chattering statement, one Pinkie could understand given her myriad abilities. (“I don’t know how! I just can! And you should hear the conversations I’ve had with Gummy!” she said with a smile the one time Twilight had asked her about it, at which point she decided it was best not to ask again.) She listened, and then her brow furrowed. “So you’re saying she seemed ‘off’ and there was some kind... of ‘shadow’ on her? That she also snapped at you more than she should have? Hmmm…” Pinkie Pie produced a detective cap and bubble pipe of her own, blowing a few bubbles on it as she puffed.

At that moment, a pack of Timberwolves howled in the background, just audible from the Everfree, causing the animals to huddle closer. “Well, it could just be that she’s really worried about Fluttershy and still freaked out about what she did…” she mused out loud, then abruptly clamped a hoof over her mouth.

Hearing that, Angel glanced at the other animals and asked the question they were all thinking, to which Pinkie Pie could only stammer nervously. “What did she do? Oh, um… nothing! Nothing at all! Gotta run! Promise we’ll find Fluttershy and I’ll check on Twilight! Goodbye now!” she said hurriedly, diving into the pantry and then disappearing out of it by the time Angel had opened the door.

* * * * *

The moon was nearing its apex in the sky as Applejack completed her pass through the increasingly deserted festival grounds outside of a darkened town hall, the only light she saw now provided by Luna’s namesake and the flickering candles still lighting the carved pumpkins scattered around the plaza.

Sure is spooky out here now… she admitted to herself with a shiver as she heard the distant howl of Everfree timberwolves—rather remarkable that she could hear their siren call so keenly given her distance from the woods—and her feeling of unease wasn’t helped by the fact she couldn’t shake the feeling she was being followed and watched, leaving her with an uncomfortable sense that she’d be able to spot her stalker if she could just turn her head fast enough. Huh. Guess this costume’s gettin’ to me… she said, but felt no particular urge to remove it, suddenly feeling a strange urge to answer the Timberwolf howls with her own. Huh? What is WITH me? she asked herself again, giving her head a sharp shake, reminding herself sharply that she had a job to do...

But it was a job that was getting increasingly hard to do. Despite her growing disquiet and despite her worries for Fluttershy, her haze and horniness kept growing, leaving her in a constant state of near-arousal as she found herself casting appraising eyes over just about everypony she met, stallion and mare alike. She was unable to shake the image of Fluttershy taking Twilight or later latching onto her teat, which both the memories and the cool night breezes kept teasing into renewed hardness. Dang it, she didn’t finish the job…

“Anything?” she asked Big Mac as they met back up in the center of the darkened plaza, trying to keep strangely compelling thoughts of him out his mind.

“Nope,” he shook his head, looking troubled. “Ain’t nopony seen her. Ah reckon she’s sleeping off that cider and Starlight’s spell on somepony’s balcony and won’t be found ‘til morning. Hay, for all we know, she’s sleeping on the upper landing o’ Town Hall right now,” he said with a glance upward towards it, thinking he saw a shadow hanging from the edge of the roof out of the corner of his eye, but by the time he’d turned his gaze on it, there was nothing there. “That’s mah guess, anyway, and if Ah’m right, finding her there’ll be more a pegasi job than us. In the meantime, Ah need to get the cart back to the farm, Sis,” he told her apologetically from under his green facepaint.

She nodded, sorry to see him go. He really is eye candy… the heady thought came unbidden, again, leaving her sorely glad he couldn’t read her mind. “You go, then. As long as she’s not found, Ah’m staying out here.”

“Ah’d expect no less. Ah’ll come back to help as soon as Ah got the cart and produce stowed. We’ll find her, AJ. Fluttershy’ll be fine,” he promised, drawing his sister into another embrace and giving her a reassuring nuzzle that caused her heart to skip a beat, drinking in his presence for as long as she could.

Okay, there is something REALLY wrong with me… was all she could think as he departed, her eyes locked on his powerful hindquarters as she imagined herself nuzzling his enormous apples, urging them to give up their seed to her. Dangnabit, that’s IT! Soon as I sober up and we’ve found Fluttershy, I’m heading over to Rarity’s to relieve all this tension… she promised herself, turning back towards Town Hall and wondering if she could get in to search the upper balcony. Maybe Mayor Mare is still up, and…

She heard a sudden screech behind her a second before she was abruptly plucked from the ground and taken into the air by two beige and thickly furred hooves that at once looked familiar and not. A startled “Hay!” was all she could manage as she was taken into the air and found herself looking down at Town Hall, feeling suddenly sick to her stomach as her captor carried her up and into the bell tower at the very top, unceremoniously dumping her inside, the small belfry locked from below and leaving her no way out. “What’s the big idea? If this is your idea of a joke, Rainbow, then…” her voice trailed off as she picked herself up and turned to see…

“Fluttershy!” she shouted in relief as she recognized the form of her friend, but her relief was short lived as she got a closer look at her in the low light of the overhead lantern, her expression falling as she took in her friend’s features.

An unusually shaggy coat and unkempt mane.

Her coat colors muted except for two gleaming reddish eyes with slitted pupils, glowing softly with reflected light

Tufted ears and two large flared bat-pony wings.

Her butterfly cutie mark replaced with bats in flight.

A lazy and all but lascivious smile that revealed two prominent fangs.

“Holy… that ain’t no costume!” A wide-eyed Applejack scrambled backwards from her as she seemingly regarded her prey almost languidly, looking upon her with something akin to hunger. “Fluttershy! It’s me!” Applejack called to her, but her friend didn’t respond except to begin slowly approaching her, licking her muzzle with uncertain intent in her eyes as Applejack found further retreat impossible in the cramped quarters of the tower and no way down from it given its very steep roof.

She’s trapped me here… but for what? She didn’t immediately know, only to guess a possible answer when she heard the mare-turned-bat-pony hiss softly as she wetly licked her lips; the thought somehow both terrifying and incredibly titillating to the country pony that she might be taken by Fluttershy in her new form.

Ah ain’t sure what she’s planning but Ah also ain’t sure yet I wanna KNOW! “Come on filly! Snap outta it! It’s AJ! Yer friend! Yer… yer...!” her voice trailed off as Fluttershy locked gazes with her and she felt herself falling into her eyes. She dimly realized her friend had turned her stare on her but suddenly was beyond caring as she felt herself being pushed down onto her back, obeying a compulsion fed her by Fluttershy to spread her legs, who mentally fed Applejack a series of simple but very salacious thoughts and images rather than words to make her desires known.

Her teats suddenly standing out in very sharp relief, Applejack obeyed her corrupted captor’s unspoken orders, spreading her hindquarters wide as her friend’s muzzle neared her neck, hissing breaths washing over her as Fluttershy drank in her apple-tinted scent. In her thrall and completely helpless to stop her, Applejack could only tremble as her tongue flicked out over her cheek and then slipped into her ear, her sharp teeth tracing its periphery in a gesture that always made her melt when Rarity did it.

She dimly heard Rainbow Dash flying by, calling for Fluttershy, but was unable to speak and completely disinclined to as her friend slowly tore the fabric that underlay her Timberwolf costume off with her teeth to bare her barrel and belly, turning her on further; had she been capable of independent thought at that moment she might have reflected how odd it was for the act of being undressed in such a manner to be such a turn-on given she was normally naked anyway. There were more licks and nips than outright kisses as Fluttershy, or the creature she had become, then worked her way down her neck and chest, the feel of sharp batpony teeth against her throat causing an entranced Applejack an even more erotic thrill.

As if to savor the taste of her prey, Fluttershy took her time in traveling ever lower down Applejack’s belly, seemingly taking enjoyment in the power she suddenly held over her friend. Finally, she latched onto each of Applejack’s teats in turn for a second time, her sharp teeth adding even more sensation than before, Applejack’s suppressed mind still aware enough to enjoy it, moaning and moving sensually beneath her bat-winged friend. But it was only when she felt hot breath and the sudden flick of a tongue wash over her tingling marehood that she bucked her hips upward, only to collapse back down as the fruit-loving Flutterbat seemingly feasted on her Apple juices, slurping and licking at the country mare’s labia hungrily, never saying a word but intent on her task.

Her senses lost to Fluttershy’s stare and the surging sexual pleasure she brought, Applejack could only surrender to her altered friend’s efforts. She whimpered. She nickered. She writhed beneath her friend’s muzzle, trying to push more of its surface into her sharp-fanged muzzle. And then she took one final shuddering breath as she felt a wave of warmth and magic building within her loins, drawn forth and fed her by her altered friend’s insatiable appetite.

She didn’t know what was happening to her and was beyond caring as Fluttershy latched onto the large nub at the top of her marehood and suckled hard, causing Applejack to cry out and climax abruptly, already turned on beyond all reason or mercy. Mercy her transformed friend did not show her as she rode her marehood with her muzzle all through orgasm, drinking up every drop of nectar her friend produced.

Waves of intense pleasure wracked Applejack, spreading a potent hybrid magic throughout her, removing all fears and limits even as it changed and corrupted her, drawing up something it found from deep within her...

And at that moment, the howl of a Timberwolf was heard throughout Ponyville coming from the direction of Town Hall.

Author's Note

And there you go. I think you might be able to tell where the story’s going at this point, but suffice it to say, Fluttershy was just the first to fall prey to this affliction, and another member of the Mane 6 was already infected even before Applejack. Who and how? You’ll find out with chapter four, releasing on Halloween Day!

And thus we reach the end of the initial story release. I’m quite pleased with how it turned out and by the fact I was able to turn it out in less than two weeks time. I can write fast, certainly, but clop tends to change the rules and slow me down because I have to be in the right mindset for it, and I really can’t force it.

Before signing off from the initial story release, I’d now like to take a moment to thank my prereading crew of AJ_Aficionado, Leo Archon, SilentWoodfire and Denim_Blue for giving these initial chapters repeated once-overs and helping to put the polish on them. I write for you guys as much as anything, and I’m very glad you’ve enjoyed it so far! Hope the same holds true for all the readers as well?

4: Timberjacked

As the night wore on, Twilight was feeling worse and worse.

It wasn’t so much sickness as a sense of being a corked bottle that was being shaken hard, making her steadily more short and irritable, her temper growing as hot as her loins increasingly felt as the fruitless search for Fluttershy wore on. Her horniness and an accompanying headache was intensifying despite all magical intervention. Even a cold shower from a raincloud didn’t help, leaving it all she could do to not dig her hoof hard into her fiery loins, glad nopony could see her state in the air during the starry darkness of Nightmare Night.

“Twilight?”

It was like an infuriating itch that came back no matter how much she scratched it and only intensified the more she ignored it. Memories of what Fluttershy had done to her would simply not leave her, and it was getting bad enough that she’d nearly flown into a tree twice while searching for her pegasus friend…

“Twilight? Equestria to Egghead!”

And worse, it wasn’t just Fluttershy that was the target of her lurid imagination, finding her eyes drawn to Rainbow Dash repeatedly, her thoughts just growing more and more illicit as various ideas suggested themselves, including one inspired by a... movie the Pinkie Pie of Canterlot High had shown her.

I asked her to show me to some movies on human lovemaking to help me be a better lover for Flash. But why in all creation did she have to show me Coital Convent?she shuddered, finding her thoughts suddenly determined to figure out how to magically make one such scene happen out of it, and even vividly fantasizing about it. Worse, when she reminded herself of the scene’s non-consensual nature, the idea only got more tempting, suddening imagining herself doing it to her own friends against their will and breaking them down with it, turning them into a helpless slaves of her pleasure…

“Twilight? You’re really starting to worry me here...”

It was her own fault, though. Her counterpart Twilight, or ‘Sci-Twi’ as her human friends affectionately called her, had warned her not to watch it, saying she’d been traumatized for it when she had. But in her zeal to set herself apart from her human doppelganger, whom she’d never been comfortable around and avoided as much as she could, she’d ignored the advice and sat down with Rarity and Pinkie Pie to see it.

She’d only made it halfway through, but what she saw was bad enough. She regretted the viewing for days afterwards, unable to shake the images she saw, only understanding then how utterly perverse human imaginations could be... though she granted it did suggest one or two things she could do for Flash. But now...?

”Twilight!”Rainbow Dash finally succeeded in getting her attention by getting in her face and shaking her. “By the moon above, what is wrong with you, filly? You’ve been searching the same place over and over for the past five minutes!”

“I... huh?” she looked around and realized then she’d been flying a constant figure-eight search pattern around the same two trees. “S-sorry...”

“Yeah, well... look. I get you’re worried and probably distracted after what happened, but... this isn’t the time. I admit I ain’t the best at reading ponies, but... you really don’t seem yourself right now. So maybe you should pack it in until morning?” she suggested tentatively.

“How can I...?” Twilight asked, rubbing her head with a hoof, the pounding pressure she felt in her temples only growing, the illicit urges ever more insistent, not helped by Rainbow being right before her, allowing her eyes to travel freely over her friend’s Wonderbolt-quality physique. “Fluttershy’s missing and under the influence of some spell doing Celestia-knows-what to her!” she reminded her friend, but was surprised to feel some outright resentment towards Fluttershy for leaving her in the state she was in. And if I don’t take care of this soon... the thoughts of her own need were steadily becoming more all-consuming, leaving her increasingly afraid of what she might do.

“I know, and I wanna find her too, but... the entire town’s already looking for her, and you can bet they’ll take care of her even if we don’t,” she put a hoof on Twilight’s neck, hugging her in an embrace that seemed to linger a second too long. “Look, we’re all a bit tired and irritable right now, but we’re not gonna do her any good if we can’t focus. After what happened, your head’s just not in the game, Twilight, and even if we find Fluttershy, whatever magic you may want to cast on her might be off for it. So I’m sorry, filly, but I’m gonna say you should sleep.” She began gently directing her towards the castle.

“But...” Twilight was having more and more trouble concentrating, suddenly aware of little else but Rainbow’s proximity and her hoof around her shoulders, not far from her flight muscles... which she’d only learned earlier that night just how much of an erogenous zone they truly were. “Well, then, shouldn’t you sleep too? There’s plenty of room at the castle...?” she suggested half-hopefully, now leaning on her friend heavily, her remaining will hanging by a quickly-fraying thread. But to her great and growing frustration, Rainbow only gave her an odd look and shook her head sharply.

“No way! One of us needs to keep looking. I’ll catch up on my sleep tomorrow,” she promised, but the thought of being left in the lurch for a second time that night was simply too much for Twilight. Her internal restraints crumbling, she magically yanked her surprised friend towards her to kiss her deeply, and then teleported them both away.

“Well, that was a bust...” Trixie said in some disgust as they departed the castle, this time on hoof, having found no evidence of Fluttershy there and leaving Starlight more worried than ever. “And Trixie was so sure she had it right, too.”

“It was a good theory,” Starlight granted, her mind racing and a feeling of unease growing within her. It was a feeling she’d learned long earlier not to discount, no matter how irrational it may have seemed at the time, and her worries, she judged, were far from irrational then. “Just not the right one.”

“Then where do we try next?” Trixie wondered aloud, wondering if it would be dawn before she finally got Starlight back to her wagon, and they’d be too exhausted to do anything then. “Stupid mare’s probably just sleeping it off in some tree somewhere...” she thought out loud.

“Maybe...” Starlight was unconvinced. “But I’ll still feel a lot better once we find her. Maybe we should check in with the others and see how they’re doing?” she suggested, sensing a distant teleport from Twilight but not her rematerialization. Odd… if she’s still in Ponyville, that should be close enough to sense her… is she now searching further out? she wondered, but her attention was quickly grabbed by the spine-tingling howl coming from the direction of Town Hall. “What the…?”

“T-Timberwolves? Here?” A trembling Trixie suddenly pressed close to Starlight for protection as there were answering howls from the Everfree. “Trixie hates them…” she said as if she was reliving an experience from her past.

“Huh? But they never come into town!” Starlight insisted, her brow furrowed, thinking things were making less and less sense. “AJ said she’s seen them skulking on the periphery of the Everfree a few times and even had to chase a couple off her farm, but they hardly ever leave its borders! Think we’d better go investigate,” she said, checking her magical reserves and finding them more than sufficient to deal with a pack of the forest predators. I faced far worse than them a few times while running the Village way out on the frontier… she remembered. And besides, even if magic fails me, I’ve got a working longbow and quiver full of arrows on my back as well...

“Um, you go!” Trixie said anxiously. “Trixie has to… search the castle again. Yes, that’s right! Trixie would be remiss if she didn’t double-check the aviary and all the castle towers!”

Starlight rolled her eyes, then smirked. “Fine, but just remember that being magical creatures made of bark and branches, Timberwolves can travel through wood and root systems of trees to materialize right out of their trunks or even the ground itself… and isn’t there the remains of that ginormous treehouse the Ponyville library used to be housed in right smack in the middle of the map room?” she pointed out.

Trixie froze in her tracks, her eyes darting nervously. “Um… you know what? Trixie has changed her mind! She could never abandon her friend to embark on such a dangerous task alone!”

“Riiight…” Starlight couldn’t help but smile. Of course, if she’d think about it for a second, she’d realize that there would have to be a wood ‘path’ for them to reach it, and there isn’t one through a stone-and-crystal castle. Still, why is that all these things that I should find annoying about Trixie only endear her more to me? “Let’s go, then. Something strange is going on here, and I’m starting to think Fluttershy might just be the tip of it…”

Spike was getting tired, and more than a little cranky.

For the most part, it was understandable. With only thirty minutes to midnight, he was now up well past his bedtime; normally he’d now be snuggled up in his small bed in a room adjacent to Twilight’s, who’d either be asleep along with him or downstairs in her lab or the library, burning the midnight oil while engaging in experimentation or a late-night study session with Owlicious.

But other factors were at play as well. Nightmare Night was normally an occasion where both he and Twilight were more than happy to stay out late, and certainly things had started out the way—never mind all the games and candy; getting to see Fluttershy enjoy a holiday she never could before and help scare Trixie out of her horseshoes was worth the price of admission alone for him, never mind getting to see what Fluttershy did to Twilight just after! But engaging in a thus-far futile search for Fluttershy, who he increasingly suspected was just lying on a cloud somewhere far overhead sleeping off the cider, was trying his patience… and his growing libido.

He sighed and rubbed his eyes at that, wishing his stubbornly persistent erections would go away, his double draconic malehood constantly peeking out of its pouch and making him tighten the belt on his old Bittish overcoat as a precaution. Even if Flutters really is going around screwing everypony in sight—and she isn’t, or the entire town would be in an uproar right now—it ain’t like I’m gonna get any… he shook his head sadly, having allowed his hopes to get up just a bit from back at Rarity’s when she ever-so-casually suggested the idea of Fluttershy giving him ‘head’.

It was a term he’d heard from his time on Earth, and he grimaced as the idea alone made his immature organs twitch again, threatening to poke out the front between the fasteners of his buttoned-up overcoat as he asked two more passing ponies if they’d seen Fluttershy, only to get yet another negative response. Yeah, I know what YOU guys want… but it ain’t gonna happen, sorry… he directed his thoughts downward at his own anatomy after they’d departed, now actively considering finding a dark alleyway to relieve his tension, only to just as quickly discard the idea for fear he’d either be discovered or fall asleep in a compromising position to be found by ponies in the morning.

Besides, Twilight would freak even more than she already has if I go missing too. Sorry, stallionhoods, but you’ll have to sit this one out! he told his twin ‘cocks’, as he’d heard humans call them during visits across the portal with Twilight, though she increasingly left him in the care of the human Fluttershy for long stretches while she was out on a date with Flash.

Really don’t get what she sees in him… but that’s okay. Just glad she finally found somepony—er, someone—and truth be told, being left with the girls over there isn’t so bad… he grinned wanly as he flagged down yet another stallion/mare couple, only to have to answer yet again the question of ‘did Fluttershy really do Sparkle?’ He replied with a reluctant yes, declining to provide details and quickly moving on, trying to purge the renewed memories of it from his head by focusing instead on the odd attributes of his human friends. You know, I thought having oversized mammaries way up on the torso like that were weird, but I’ll be darned if they ain’t REAL nice to snuggle up to… the memories of Fluttershy—or on a real lucky day, Rarity!—cuddling him in his canine form to their chests brought a fresh hint of color to his cheeks; a couple times he’d even gotten daring enough to nuzzle them and they hadn’t minded at all!

Eat your heart out, human guys… he told them with his thoughts, having also learned just how attractive the male students of Canterlot High found the soft and wonderfully warm protuberances… and how off-limits they typically were to them. Indeed, he’d seen one of the school jocks accept a dare from his friends to grope one of the human Applejack’s ‘boobs’ only to get promptly thrown against a wall and put in a painful wrist lock for it with a warning to ‘keep yer grubby hands outta my pantry!’ before she stuffed him in the locker and closed the door behind him.

Still, he preferred his dragon body to his canine one, missing being able to eat gems and breathe fire while he was in it, and was likewise more partial to the mare version of Twilight’s friends than their human counterparts. They were simply what he was used to, and preferred. Having lived among ponies his entire life, he had certainly imprinted on them, coming to see Twilight as his mother and, especially over time as he got older and more interested in the opposite sex, various ponies as potential partners, appreciating their always-exposed anatomy. In truth, it was rather hard for him not to, given their femininity was at eye-level to him, Twilight’s friends constantly giving him unintentional eyefuls—Rarity worse of all given she constantly held her curled tail in a flagged position, flaunting her beauty and desirability to all she met.

But she’s not interested in me and is way out of my league. I get that now… he sighed even as his horniness only continued to grow and he found himself now casting his eyes under the tails of every mare he saw that weren’t covered by costumes, many of whom were drunk, actively fantasizing about each in turn.

His interest was understandable. Though physically still not far removed from an infant by the standards of his race—he’d grown only two inches in the years since they’d arrived in Ponyville (both in height AND in endowment! he hastened to add to himself!) and unless he was given a great deal of greed, he wouldn’t grow wings or physically enter adolescence until his late thirties from what Ember had told him—he was now sixteen years old, and certainly capable of sex. Everypony except Twilight seemed to get that now; even Rainbow Dash had spotted him ogling some mares when she passed overhead one day and then lent him some old copies of Playcolt magazine she’d kept on the condition that he not tell Twilight about them. If he had a hoard, they would be a treasured part of it, but they remained hidden under his more conventional comics in the trunk by his bed. He could be assured they’d never be found there given comics were the one kind of literature Twilight had absolutely no interest in.

Still, it wasn’t that he had no experience by that point; quite the contrary, in fact. He’d long since given up on Rarity—he knew full well she was in a rather unlikely relationship with Applejack at that point; he’d stumbled upon them once and ended up depressed for a week after. The finality of it had been almost too much for him to bear, but it had been oddly liberating in a sense, too, finally freeing him up to seek others his own age. And he had done so, hooking up to his great surprise with...

“Hey Spike!” Pinkie Pie popped up from behind a bush in what to him was her rather creepy clown outfit and scared him half out of his scales, making him stumble backwards and fall right on his rump. “Any luck?”

“You mean any luck not having a heart attack?” he asked irritably from his back. “Sorry, but no!”

Either out of amusement or simply playing dumb, Pinkie Pie giggled. “I meant whether you’d seen or heard anything about Fluttershy, silly! But maybe I should have meant whether you’d been getting lucky with the ladies!” she pointed down at his now-prominent crotch, sporting a distinctive two-headed erection that he had learned was typical for his kind, clearly visible beneath the belt of the overcoat, which had loosened when he fallen and made him clamp his paws hurriedly over himself. “Not one but two stallionhoods? How fun! Apple Bloom, Sweetie Belle and Scootaloo are lucky mares!” she announced appreciatively, pronking once into the air only for Spike to gasp and slap his paws over her mouth.

“Geez, why don’t you tell everypony that, Pinkie! We’re trying to keep it a secret!” She only knew because she’d popped up in the CMC clubhouse bearing an array of sweets for what they’d told her was a strictly members-only CMC meeting, only to find them all three having fun with him as they’d been doing for the last several months. When she found them, he’d been on his back with Apple Bloom riding him belly-to-belly, trying out a mating position they’d seen from a Pony Sutra book he’d borrowed from the library that compensated for their differences in height. He’d also been pleasuring both Scootaloo and Sweetie Belle with his paws while they kissed overhead; perhaps it was only fitting that given how they did just about everything together, they’d all come into heat for the first time together at age thirteen!

Regardless of the circumstances, everypony froze as her eyes went wide and they all knew they were busted, fearful she was going to spread the news far and wide when she just as suddenly disappeared… only to return minutes later with a plate of regular and gem-studded cupcakes along with her party cannon, which she then set off inside the clubhouse and announced she was throwing them all a “HOOK-UP PARTY!!!” even giving them the gifts of various erotic toys he had no idea she even had.

Her expression dropped, but only briefly. “Oops, sorry…” she went through a complicated series of motions that began with zipping her lips followed by several others he couldn’t comprehend. “So why the excitement now?”

“Because…” he nearly bit his tongue to stop himself from admitting that seeing Fluttershy pleasure Twilight had really turned him on. But she’s my MOTHER! he mentally shouted down at his stubbornly rigid shafts, which only throbbed harder and for the first time, he found his eyes roving over Pinkie as well. What the… NO!!! “Never mind! No, I haven’t seen Fluttershy and neither has anypony else! In fact, they—” his thoughts were cut off by the distinctive howl of a Timberwolf, frighteningly close, one that even caused other nearby ponies to look around nervously.

“OOoooo…” Pinkie Pie drew him close in protection. “Timberwolves in town? And on Nightmare Night, no less? Now that’s scary!” she said with more curiosity than fear.

“Y-yeah…” Spike admitted, his arousal momentarily forgotten and eyes darting nervously; if he had any hair it would have been standing straight up. I REALLY don’t like those things… “M-maybe we’d better get inside…”

“Go to Sugar Cube Corner, Spike,” Pinkie Pie instructed, suddenly all business. “It’s just up the street and and open late tonight, so stay there until I come get you. I’m gonna go check this out!”

Spike was only too happy to obey as he re-cinched the belt of his overcoat. “Okay, but… be careful, Pinkie?”

“Now don’t you worry about me, ‘Spiky-Wikey’!” Pinkie told him giving him a quick but tight hug, one that made his now-hidden hardness twitch again. “Whatever’s going on around here, I’ll get to the bottom of it! In the meantime, you keep the store safe and defend the Cakes if needs be!”

“You can count on me!” he saluted her, blowing a quick puff of green fire for emphasis; a weapon he already knew was an effective close-range deterrent to the magical forest creatures but wouldn’t be much good against an entire pack.

So long as there’s just one… he thought, his eyes lingering on Pinkie’s hindquarters as she departed, a second howl then making him hasten his retreat to the sweets shop.

Trixie and Starlight arrived back at the festival grounds in a flash of light, startling a few ponies who were already there, huddled together instinctively for protection and chattering nervously amongst themselves. Mayor Mare was amongst them, still partially dressed as a swamp creature, and they quickly asked her what was going on.

“I was in my quarters removing my costume when there was that horrid howl… from directly overhead! Worse! It seemed to have come from the direction of the bell tower at the top of Town Hall!” she explained as she pointed with a shaking hoof, to nervous nods from other ponies.

“Ah was outside when it happened, and there were a series of strange shadows and noises from up there just ‘fore it!” another pony—Shoeshine, or ‘Linky’ as her friends called her? It was hard to tell underneath all that Maregolian armor—informed her.

Starlight exchanged a glance with Trixie, who looked as afraid as the rest. “Stay here,” she informed them all, then ignited her horn and began levitating herself toward the belfry, even notching an arrow on her bow and charging the arrowhead with an explosive spell much like the unicorn soldiers of old did. She floated up to the tower level, looked inside from several angles from a safe distance, then went inside as Trixie watched in fear from below, the tower suddenly glowing brighter as Starlight cast an illumination spell from inside it.

A minute later, she stuck her head back out, to the showmare’s great relief—she still had a hard time admitting it, even to herself sometimes, but she truly did care for and worry about her first real friend. “Trixie!” she called down. “Come up here!”

“What? Me?” Trixie was horrified at the thought.

“It’s clear! Now come up here right now!” she ordered quite sharply, and Trixie had been around her long enough to know that when Starlight took such a tone, you instantly obeyed. Mustering her courage and remaining magic, she teleported inside the tower, stumbling slightly over something on the floor. She looked down in the light that Starlight’s horn provided, where she saw… several ripped-up pieces of fabric that had tree bark and branches sewn into it, all laying beside a discarded lasso and stetson. “Huh? But isn’t that...?”

“Yes,” Starlight confirmed grimly. “That’s AJ’s hat and costume. Or what’s left of it.”

“But… what was she doing up here?” Trixie asked, not reassured at all. “For that matter, how did she even get up here?”

“I don’t know,” Starlight admitted. “The door’s locked from below and unless she had a long grappling hook, the roof is too steep for an earth pony to climb, especially at night. So that leaves two possibilities. Either a unicorn levitated her up here… or a pegasi flew her up.”

“But... why would either do so? And… what about the Timberwolf howl?” Trixie had enough sense to recognize the myriad mysteries that were cropping up, each spookier than the last. “None of this makes sense, Starlight!” She shivered involuntarily as a sudden breeze blew through the tower, feeling chillier than it should have on her already-tingling fur.

“No, it doesn’t,” she readily agreed, running through the facts as she knew them in her head. Twilight was dressed as Fetlock Holmes. He might be fictional, but wasn’t it he who said that if you eliminate the impossible, then the improbable is all that is left…? “Okay, let’s start with what we know. We’re certain AJ was here, but we don’t know how she got here. I don’t sense any lingering unicorn magic outside our own, so that’s out. There’s also no remains of pegasi feathers or anything of that nature... though that doesn’t prove one wasn’t here,” she reminded herself, recalling an admonition from Twilight’s logic lessons to never assume what couldn’t be proven.

“But none of that explains why they were here, or how they left afterwards!” Trixie recalled, her hoof stepping in something wet that had already soaked into the wood of the floor; she could have sworn that there was slight scent of apple in the air. “Though maybe if it was a pegasus, then perhaps they also flew AJ off afterwards?”

“If they had, somepony would have seen them because all eyes had turned towards the tower after the howl,” Starlight answered evenly, considering the question herself. “Well, let’s see… If a Timberwolf was here, it could pass through the wood of the building to exit out the ground floor, then use the root system of the plaza trees to escape the area unseen.”

Trixie shivered again at that. She’d once been cornered by a pack of the beasts while traveling the Everfree with her wagon. She’d seen them literally materialize out of the ground and trees around her in an act as uncanny as it was terrifying to behold; she’d only been able to escape with frantic use of smoke bombs, her trademark pyrotechnics and levitation spells, smashing the creatures with rocks and against each other while she abandoned her wagon in the woods and fled on hoof at top speed. “But that still doesn’t explain how Applejack got down! Or why she was up here in the first place!” She pointed out.

“You’re right, it doesn’t. Unless…” a sudden chill went down Starlight’s spine as several pieces fell into place at once, forming a terrifying new theory in her mind. But that’s impossible… it couldn’t be… she tried to insist to herself, but somewhere deep in the growing pit of her stomach, a swelling sense of dread told her it was true.

She closed her eyes and opened them again. “Trixie…” she began, trying to keep the tremor from her voice. “I think we might be in more trouble than we know…”

Big Macintosh had made it halfway home before he heard the Timberwolf howl.

Still in his cape and makeup, the sound made him stop and look back, his ears swiveling, recognizing it as coming from the direction of the town but not close enough to be a danger. Well, if there is one back there, reckon Sis’ll deal with it lickety-split… he shrugged, not too worried. Given his size and strength, he could easily defeat a pack of the creatures himself if needs be; his flailing hooves were deadly to them at close range and his skill with apple bucking meant he could turn just about anything from a rock to an apple core into a lethal projectile that would shatter them easily. Timberwolves were notoriously hard to kill, of course, but they still felt pain and reassembling themselves took plenty of magic, of which they only had a finite supply.

Well, just one more weird thing happening tonight, then. Not that it’s been uninteresting, though. After seein’ Fluttershy go all amorous on Twi back there, reckon I’ll have some good fantasy material for a while ‘til I can go see Sugar Belle again! Really a shame she couldn’t come… he smiled briefly, only for his expression to quickly drop as he remembered Fluttershy was still missing, picking up his pace so he could join the search sooner. So Starlight cast some anti-fear spell on her that got mixed up with zap apple magic and did moon-knows-what to her? Horseapples, doesn’t that mare EVER learn to leave well enough alone? He’d never much cared for Twilight’s pupil, and truth be told, still didn’t trust her, between her efforts to magically make him more chatty and having learned from Sugar Belle exactly what she’d done to her town in the past.

Can somepony like that ever truly change? he wondered, though he granted she truly seemed to be trying and most of her mistakes were simply ones of not knowing proper personal or ethical boundaries; ones he knew from Applejack that Twilight had been taking great pains to teach her. The thing was, even after removing the conversational spell off him as quickly as she’d cast it, he’d still found himself more willing to talk, reminded of how talkative he’d once been and deciding maybe he’d swung a little too much in the other direction over the years.

Besides, Sugar Belle says she really likes my voice. So who am I to disappoint her? And just like Uncle Adanac said, we Apples ALWAYS leave our fillies satisfied! he thought, the end of his stallionhood suddenly peering out of its sheath. Though truth be told, that ain’t the only thing she likes…

A sudden rustle of leaves ahead of him snapped him out of his suddenly heady thoughts. “Who’s there?” he called out, his eyes peering into the gloomy shadows cast by the light of the moon, which Luna had made extra bright for Nightmare Night. But no answer came back. “Show yerself!” he ordered, lowering his head and pawing a hoof at the ground in warning.

A low Timberwolf growl and not one but two pairs of glowing eyes, one green and one red, made themselves known that made his fears rise in spite of his size and familiarity with the forest creatures. Red? Never seen RED on them before! His heart beginning to pound, he quickly unhooked himself from the cart to defend himself, readying to flip a rock at his hoof into the air to buck when out from the darkness of a nearby tree appeared…

“Applejack!” he said in relief, relaxing instantly. “Eeyup! Nice one, sis! And looks like ya found Fluttershy too!” he recognized with a broad grin as she came out out of the shadows right after him, seemingly holding on to her until she was fully free of the branches. “Okay, ya got me good! So where was she? Or was that a joke too?” he smirked, not putting it past her given the townwide prank she’d once pulled on Rainbow Dash.

But the pair didn’t answer, Applejack giving a low, lustful rumble he’d never heard from her before—a sound he didn’t even know she was capable of making!—as she slowly stalked near him, Fluttershy flaring her broad bat-wings and licking her lips almost hungrily.

His unease returned as quickly as it had gone. “Uh, sis… you can stop now?” he told her as the pair spread out to approach from two different angles, both unnervingly intent on him. And if they’re using Zecora’s potions, shouldn’t their eye glow have gone away? He belatedly realized they hadn’t dimmed at all, leaving him unable to see Applejack’s pupils at all and Fluttershy’s slitted ones only dimly.

Slitted…? He looked at her again, then turned up the firefly lamp on his cart to see them fully, where he beheld… Fluttershy’s unkempt coat, tufted ears and undeniably bat-winged form paired with Applejack’s bark-covered legs that faded into actual fur on her torso but also ended in four clearly canine paws, her tongue hanging out like a panting dog and sharp lupine teeth bared in a toothy grin. Her glowing eyes were also surrounded by a mask of bark that hadn’t been there with her original costume, and it was then realized the truth.

“Holy hayseeds…” was all he could say as he stumbled back in sudden shock, hitting and knocking the cart over when he realized... “Those ain’t no costumes!” he said an instant before Applejack pounced, knocking him on his back before he could pull himself up, leaving him laying on a bed of apples that had spilled out of the cart.

“Sis… stop…” he begged her as she pinned him using nearby roots and the wood of the cart to bind him, even causing the apples to sprout so she had more to work with—she had gained a Timberwolf’s abilities as well as appearance!—then, when she was satisfied he couldn’t move, she gave another low rumble and inhaled his scent deeply, Fluttershy right behind her as the pair sniffed at and began licking him from opposite ends, Applejack working from his head and Fluttershy, his hindquarters, seemingly nibbling at his large apple cutie mark, but soon heading for the insides of his powerful thighs.

“Come on, sis, snap out of it!” he pleaded again, the bondage causing an undeniable thrill through him (a kink he’d already indulged in with Sugar Bell a couple times!), but their only answer was to intensify their efforts, Fluttershy now sniffing directly at his half-swollen sheath. His heart going a mile a minute, Big Macintosh couldn’t break free and stop them—at least, not without hurting them. But it wasn’t like they were hurting him yet, right?

Just the opposite…? “Wh-what in the hay are you two…?” his breath caught and he got his answer instantly when Fluttershy impossibly and almost lovingly began to nuzzle his sheath and large apples with her nose, her hot breath on them causing him to go weak in his already-bound knees as a sudden surge of excitement gripped him, his stallionhood beginning to poke its way progressively further out of its sheath. WHOA NELLIE! Are they really gonna…? He both dreaded and barely dared to hope even as his large shaft instantly surged to full attention, it’s as-yet unflared head pointed directly at Applejack’s hindquarters, which were straddling his belly as she began licking inside his mouth, her sharp teeth and insistent efforts forcing his lips apart for entry.

Upon gaining it, she locked lips with him fully and her head blocked all view of what was happening below, his muzzle full of her darting canine tongue and face illuminated by her green-glowing eyes. But he didn’t need to see below to feel what Fluttershy was doing to him, now laying licks up and down his veined organ as it throbbed and twitched beneath her efforts, the act of oral pleasuring and the sensation of the sides of her sharp fangs rubbing against his increasingly sensitive flesh but not cutting into it only adding to his arousal, every element of the scene now seemingly conspiring to drive him quickly to climax, even with the help of his own sister!

or is it because of? he couldn’t help but wonder, having never considered the idea before but now finding it incredibly heady. By Luna and Celestia, please don’t let ‘em kill me until AFTER I come! some part of him pleaded to the sun and moon, now unable to stop the transformed pair even if he were inclined to, especially when Fluttershy relented long enough to give a churring sound, and Applejack seemed to take that as a signal, suddenly sitting up on him and easing backwards, grinding the hot wetness of her marehood into his fifteen-inch shaft while she closed her eyes and arched her back slightly, seemingly drinking in the sensations for herself.

Unable to move, he groaned helplessly, his stallionhood now throbbing visibly as her transformed sister carried out the incestuous act. It all but drive him mad with desire, needing inside her in the worst possible way. And she finally obliged him by raising up her hips and wriggling them to position them properly, then with little additional fanfare taking herself into him, quickly sinking him within her all the way to his medial ridge.

“Ah!” He cried out and his hips began to buck automatically as he felt how hot and tight her insides were; she loosened the restraints just enough for him to give proper thrusts into her, and he quickly obliged her, their mutual efforts helped along by Fluttershy, who continued to nuzzle his apples and very rigid shaft, slickened as it was with his own sister’s juices. He opened his eyes long enough to see Applejack, or the hybrid creature she had become riding him in ecstasy, her long tongue hanging out the side of her opened mouth, her head thrown back even as her paws braced themselves against his chest. The sight alone was almost unbearably erotic to him, never mind the act—being pleasured by his own sister in the guise of a Timberwolf along with her friend-turned batpony, the pair engaging in not one but two acts ponies almost never did, the former riding him belly-to-belly while the latter gave him oral attention as well...?

Reckon I’ll be checking all that… off… mah BUCKET LIST! was all he could think as felt his entire body tense and his hips give one final slam upwards to deliver his seed deep within his own sister’s body, watching as she threw back her head, arched her back and howled loudly, riding him through her own orgasm. Big Macintosh gave a blissful groan as his eyes rolled back in his head at the powerful release of pure pleasure, lost in his rapture and only dimly aware of an odd energy infusing him as it did so.

But he was completely beyond caring about it or the large canine stallionhood and equally impressive pair of apples his sister suddenly sprouted out of her lower belly, feeling the remains of his awareness being overtaken by something primal and powerful… and utterly irresistible. The dark energies quickly spread throughout his body and began remaking it, driving his excitement even higher even as he had already come, obliterating what few scraps remained of his own restraint.

The process complete and his eyes now glowing green, he broke free of the woodland bonds that held him with a surprisingly canine snarl and hauled himself back to his altered hooves to find Fluttershy now presented more traditionally before him, her batwings flared in arousal and her look back at him leaving no doubt as to her invitation. Her own immediate needs met, Applejack lay on her side and had bent herself double to lap up all his juices—and hers!—from her femininity before lounging out to enjoy the scene. She was soon pleasuring herself with her paw as she watched him mount and take her friend, who gave a series of euphoric hisses and batpony squeaks as he claimed her, imparting the same additional attributes to her he already had to his sister.

Minutes later, not one but two passionate howls echoed down the road to Sweet Apple Acres, chilling the hearts of all who heard them.

6: Spiked Drinks

“What in...?” Apple Bloom said once her guts had finished turning inside-out, trying valiantly not to retch. She had no sooner closed her eyes and clutched her grandma’s back when a sense of magical manipulation and an accompanying wave of vertigo passed through her, leaving her feeling like she’d just been spun around a dozen times and then somehow squeezed through a pipe. When she opened her eyes again, she realized she was no longer in the house but in an outlying storage shed in the orchards, well away from her corrupted kin.

“Easy, young ‘un. It’s hard on a pony the first time they travel that way,” her grandmother’s voice sounded reassuringly from behind her, helping her back to her hooves. “Take deep breaths. The dizziness’ll pass.”

Apple Bloom obeyed as best she could, gulping down air and feeling her vertigo slowly recede, which had at least temporarily driven off the lurid ideas and growing excitement Fluttershy’s stare had been trying to impart on her. She focused instead on the sensation of her grandmother’s hoof resting on and rubbing her back, though she thought it felt a little odd through her fur. “There’s a good filly. Better?” Granny Smith asked.

“Better. Thanks, Granny. But how did we…?” She got her answer when her eyes focused enough to behold her grandmother’s glowing green eyes in the shadows of the shed, making her guts clench anew. Knowing she was found out, Granny Smith stepped forth into the light of the moon to show her bark-covered lower body and that the last half of her limbs were made of leaves and branches, twisting themselves into facsimiles of oversized canine paws, just like Applejack and Big Macintosh’s had been!

Apple Bloom stood frozen in shock for a moment. She gaped. She shook. And then, certain she was doomed, she opened her mouth to shriek only for her granny to quickly clamp a wooden paw over her mouth.

“Don’t. Scream,” she ordered in no uncertain terms. “Timberwolf or no, Ah’m yer granny, and Ah’d never hurt ya. If you scream, they’ll hear, so ya gotta stay quiet. Now will ya?” she spelled out, waiting for her still-trembling granddaughter to give a jerky nod before letting her go and stepping back, giving her space.

“B-but… h-how…?” Apple Bloom’s voice shook as hard as her body, trying to not let a sense of unreasoning terror overwhelm her as she found herself backing away, only stopping when she was against the far wall. “Are you… l-like them?” she asked, sparing a glance between her grandmother’s legs to see if she had a stallionhood too, but was scarcely less alarmed to see that she didn’t.

“Calm down, Apple Bloom. Whatever happened to them ain’t happened to me,” Granny Smith, or the half-Timberwolf creature she’d turned into, promised, though Apple Bloom was not at all reassured as her grandmother caused a plant tendril to grow from the wooden floor at their hooves, the tip generating a slow stream of water seemingly pulled from the ground itself that began filling a discarded mug that was resting on a workbench. “This is just the way Ah am. In fact... it’s the way all we Apples are,” she admitted, reversing her transformation to let Apple Bloom see it was her, her limbs reverting and the green glow of her eyes ceasing as she offered her granddaughter the mug.

Despite that, Apple Bloom didn’t immediately take it, still staring warily if no longer as fearfully. “Ah didn’t want ya to learn this way. In fact, Ah hoped it might have skipped a generation like it sometimes does. But this is our family’s curse… and our greatest gift,” she told her greatest granddaughter. “We’ve got Timberwolf magic in our blood, Apple Bloom. It’s what makes us so hardy and so good with trees… and allows me to live so long. This is just water; Ah swear it won’t hurt ya.” She gently pushed the cup across the table to Apple Bloom.

With that, the teenaged filly took the mug and a very tentative sip, finding the water cool and refreshing and somehow perfectly filtered. “Th-then that story about Great Grampy Apple Harvest…?” She gave her granny an askance look as she took a deeper draw of the drink.

“It was true,” Granny Smith nodded. “It got into the family when he got bit. But the difference is, he got consumed by it and had to be locked up whenever he transformed. But me? Once Ah found out Ah could do it, Ah learned to master it… with a little help. And in time, you and yer siblings can too.”

“Wait… then ya mean… Ah’m one too…?” Apple Bloom swallowed, wondering if she was going to turn into the same sex-crazed monsters her siblings had.

Granny hesitated but finally gave her the unvarnished truth. Honesty ran in her blood as much as Applejack, and she knew there was no point in hiding it. “Probably. But whatever happened to Applejack and Big Macintosh to change ‘em weren’t natural, never mind those… enhancements they had. Don’t know what that was about.” She grimaced as she looked out the window in the direction of the house, then put her nose to the breeze blowing off the Everfree and sniffed.

“There’s somethin’ odd the air all right. Ain’t never scented that before…” she frowned as the wind picked up further, and Apple Bloom realized she could feel it too; an unfamiliar energy she could sense more than smell. Its presence caused another sexual stirring from deep within with the teenaged filly, her immature teats tightening on her belly as the cool breeze teased them to hardness.

“So what we can do?” she asked, shifting uncomfortably, her thoughts turning sensual as they shifted from her siblings to her fellow Crusaders and then to Spike in quick succession. This REALLY ain’t the time… “We gotta stop ‘em before they do Celestia-knows-what to somepony else!”

“Ah know. Now listen, young ‘un… Ah want you and yer friends to find somewhere to hide and stay there. Ah ain’t sure what’s going on but until we figure out how to help ‘em and who else is affected, better to be safe than sorry.”

Apple Bloom nodded jerkily at that. “Well, reckon we can go to the clubhouse…”

“No!” Granny Smith said emphatically. “Not the clubhouse! They ain’t so far gone they’d forget to look for you there! Go to Zecora’s place instead. It’s magically protected against Timberwolves,” she recalled. “Now let’s find yer friends. Any idea where they went?”

Apple Bloom thought about that, finding it difficult to focus due to her lingering fear and low-level excitement, not quite being able to shake the idea of Fluttershy hypnotizing her into having sex with her. She wondered how her pointed bat-pony teeth would have felt against her neck, nipping and nibbling along the edge of her ears as a prelude to doing the swirl. She was REALLY good-sized, too… her eyes went distant as she remembered the size and shape of Fluttershy’s stallionhood, at least a foot long. And both AJ ‘n Big Mac were even bigger and looked like they had canine knots… she involuntarily licked her lips, her mind going in various heady directions she couldn’t quite stop.

“Apple Bloom?” her granny nudged her when she didn’t immediately respond. “Ah know this is a lot to take in. You okay, filly?”

“Oh! Um… yeah. Reckon they went to this hedge on the edge of Everfree. We used it as a clubhouse before the Treehouse. We’ve hid out there before when there was trouble or we wanted privacy.” Most recently during some of our sessions with Spike… a vivid image of her first time with him there crossed her mind. She’d been the first of the CMC to bed him, and it had been a surprise to both when it happened. Neither of them had planned it or even been thinking it; he’d been forlorn over Rarity at the time, despondent when he found out that she was seeing Applejack and finally had to accept she had no interest in him. And then one thing led to another and… her marehood involuntarily winked at the memory. “Since we still hang out there sometimes, we’ve got some supplies there too.”

“Take ‘em with you. I’ll get you to this hedge, and then you three make like bandits for Zecora’s house! Stick to the path and you should be okay. Ah’ll make sure ya ain’t followed.”

“Will do, but then what are you gonna do…?” Apple Bloom asked, trying not to flinch as her grandmother transformed again in preparation for the trip through the underground roots of their apple orchards, which came up right to the edge of the Everfree.

Granny turned her green-glowing eyes off into the distance as Apple Bloom climbed on her back. “Try to find out what in the hay’s happening here. Capture those three if I can—reckon Ah know a few Timberwolf tricks they don’t—and get help for ‘em if Ah can’t. But don’t you worry about me. You see to yerself and yer friends, young filly. When everything’s set right, Ah’ll come to Zecora’s place and get ya mahself.”

“Thanks, Granny,” she replied as her grandmother phased into the ground, a very surreal experience and no less nauseating for having already endured it once. Ah just hope Spike’s okay… was the last thought she had before having to squeeze her eyes tightly shut again and a renewed sense of vertigo scattered all her thoughts.

Spike was afraid to stand up.

As he sat at a table in Sugar Cube corner, one located in the center of the shop that overlooked everything and would allow him to quickly see and react to a Timberwolf incursion, he found he cared progressively less about the danger they presented than his stubbornly insistent erections and increasingly persistent arousal, one that was demanding his attention and forcing him to his clench his fists and drive his talons into his palms to keep from stroking himself whenever a mare walked by. He’d caught himself starting to do that at least twice, both times when Mrs. Cake had brought him a fresh Nightmare Night-themed orange-and-black-swirled doughnut with black frosting and garnished with his favorite ruby sprinkles, thanking him repeatedly for standing guard along with a half-dozen other Nightmare revelers who had taken shelter in the store, seeking safety in numbers.

His eyes flitting about nervously, he tightened the belt sash on his Bittish overcoat again as a precaution, but it wouldn’t hide much now. His immature organs, which had been perfect in size for the CMC but likely not, he knew, enough for a full-grown mare, had twitched and throbbed at her approach, causing his cheeks to go warm as he repeatedly entertained and tried just as hard to suppress a sudden image of burying them both in her while he grasped her well-rounded backside right on her cupcake cutie marks.

I think I get now what colts mean when they talk about MILTs—Mothers I’d Love to Tuck... he thought as she passed him again with a tray for another table and found himself admiring her matronly form and pleasingly plump body, which held his interest even more than the other mares present. In fairness, her costume might have had something to do with it—she was dressed in the distinctive robes and sash of Neighponese attire and had even had Rarity do up her mane into a bun and add some makeup, making her look quite exotic and even desirable. You know, it’s been a while since I’ve eaten Neighponese… the odd thought had crossed his mind quickly followed quickly by its double meaning. He blinked and shook his head hard at where his fantasies had just gone, his dual dragonhoods only stiffening further for it, now standing up almost perfectly rigid in his lap.

He’d fought it as long as he could, trying to think of anything else—the Timberwolves, the CMC, his worry for Fluttershy, his next visit to the dragon lands and Ember scheduled in just a few weeks. But his thoughts invariably turned sexual again, and when Mrs. Cake brought him a hot chocolate with diamond dust froth and gave him an affectionate nuzzle and thank-you kiss on the forehead, his hardness had all but burst out of his Bittish overcoat and his hips had involuntarily bucked, scraping his tapered heads on the table’s slightly-less-polished undersides, the rough texture making him leak some clear fluid until a particularly rough bit ground him back into reality.

Despite the momentary pain he felt, it had been all he could do to not pounce her right then and there, not even caring that she was married and a mother... or that it was not only a public place with a dozen other ponies present, but that Mister Cake was in the back and would find them even if she was by some incredible length amenable to his advances.

What the buck is WRONG with me? he asked himself over and over as the urges only grew stronger and his mug shook in his grasp, hoping and praying that matters with Fluttershy and the Timberwolves could be resolved quickly so he could spend his tension on the CMC, who he knew were having a post-Nightmare Night sleepover in their clubhouse. Hope they’re safe over there. Maybe I should be protecting them instead? If I left now and ran the whole way, I could be there in ten minutes… he calculated, wishing his wings wouldn’t wait for adolescence to grow in. Would take only one or two then and I could swoop in to save them like a Knight in Shining Armor…

But his sense of honor held firm, as well as his promise to Pinkie Pie, deciding he couldn’t leave the Cakes plus their twin foals in potential danger. I can’t leave Mrs. Cake… he reminded himself, turning his eyes on her again. No sooner had he done so then he could have sworn she flagged her tail at him from the coffee machine as he watched, but he didn’t have time to confirm it before she accidentally and very uncharacteristically dropped a tray of drinks she was filling, the loud clatter causing Mister Cake to come running from the back.

“Everything okay, honeybunch?” he asked as he rushed downstairs, matching his wife’s Nightmare Night costume theme by dressing up in the armor and other attire of an ancient Neighponese swordpony.

“Oh, um… yes, everything’s fine…” she rubbed the back of her head with a hoof, her cheeks flushed from what Spike assumed was embarrassment as she began picking up the dropped mugs. “I’m just a little clumsy, it seems,” she said with a furtive glance over at the young dragon—or did he imagine it?

“Let me help…” Spike offered, the sound of a clattering tray and spilling drinks having broken the spell and suppressed his excitement at least for a moment, his organs retreating back inside his coat to his mingled disappointment and relief. “Least I can do for all the free drinks and food,” he told them as he gathered up the mugs and put them on the tray, catching a quick whiff of vanilla, which was odd given there were no shakes or other sweet drinks in the order she was filling that would have had it.

“Oh! Um, that’s v-very kind of you, dearie,” Mrs. Cake granted, her cheeks still warm, realizing with a frown she’d spilled some coffee on her beautiful kimono around her apron.

“Anytime! I got this, Mister Cake. You go keep watch on the twins until the all-clear sounds, and I’ll keep an eye on things up front! Just shout if you need me, and I’ll come running!” He kept the tray in front of him to hide his renewed erection, which was returning just as fast as it had gone from proximity to Mrs. Cake alone, trying to will him away.

“Really do appreciate you being here, Spike,” Mister Cake told him with a smile as he ruffled his head scales with a hoof, a sentiment quickly echoed by the other patrons of the store. “We feel a lot safer with you around...” his voice trailed off and he frowned like an odd thought or idea had just crossed his mind, his hoof remaining on Spike’s head for another second before almost reluctantly withdrawing it and heading back upstairs.

“My pleasure, Mister C! Just happy to help…” he assured him as he went behind the counter to drop the mugs in the dishwashing bins and get the mop and bucket, as much to distract himself as to be helpful.

“No, I’ll do that, dear. It’s my mess; I’ll clean it up,” Mrs. Cake waved him off as she walked behind the counter with him to replace her apron and get a fresh tray and mugs to refill the drink order, her proximity and a casual brush of her tail sending a fresh wave of unlikely—and no longer unwelcome—excitement through him. An excitement she seemed to share, unable to stop looking at him as her gaze repeatedly flitted from his eyes to his crotch, which only swelled further under her scrutiny and obvious interest to become a very conspicuous and barely concealed bulge. Her cheeks flushed and she licked her lips; whatever doubts or confusion she was having slowly fading just by being in his presence...

Just as his were increasingly forgotten just by being in hers. “You don’t have to…” he tried telling her, stepping fractionally closer to her. He had no idea why he wanted her in the worst possible way but found the urges ever-more irresistible, a need that simply had to be indulged. He tried to feel alarmed at where things were going; he tried to remind himself of the possible consequences of what he was contemplating. But his unrelenting and ever-increasing excitement coupled with the sweet scent of vanilla in the air finally overcame his inhibitions.

“You’re truly a dear, but I should do it myself, Spike…” she tried again to leave but found she couldn’t, compelled to stay in his presence, the heat of her body and intensity of her desires growing by the second the longer she stayed in his presence.

“If you insist…” he said almost huskily, now fully recognizing and reveling in the effect he was having on her. “But first…” He allowed himself to experimentally stroke his hardness through his coat in front of her, teasing her, drawing a taloned finger across one of his hidden lengths as she watched. She took a shuddering breath in response and her cheeks went even more flushed; at least twice she started to lower her head for a kiss or reach out a hoof for him only to catch herself, though she found herself moving ever closer to him with each time. Encouraged by Spike’s increasingly brazen display, her surging desires likewise overcame her faltering will, leaving her swaying unsteadily on her feet and wriggling her rump in discomfort, suddenly wanting out of her costume—and the young dragon within her—in the worst possible way.

Spike noticed her starting to tug at her Neighponese attire and his heart leaped at the opportunity it presented. “I’ll leave you to it, then. But you know, you should really get out of that costume before you spill anything else on it...” without thinking, he reached out to pull the sash on her Neighponese attire, which he did with exaggerated slowness as she took a second, even more ragged breath, watching without resistance or even much disbelief as he slid the garment right off her, letting it fall at her side and leaving her in all matronly glory.

“And you shouldn’t be mopping in that nice overcoat…” she responded as her eyes remained fixed on the large and still-growing bulge beneath his costume jacket, her hoof reaching for his belt.

Pinkie Pie had barely been put into slumber by Starlight’s sleep spell before the unicorn mare turned to Trixie, each breathing slightly raggedly and covered in a thin sheet of sweat, the sweet and all but intoxicating aroma of cotton candy still hanging in the air making the heads swim and their desires surge.

Its effects were not lost on Starlight. It’s still trying to get us… I gotta do something NOW! “Trixie… hold still!” Starlight ordered as she first brought up a stiff breeze to cleanse the air of the corrupt but potent power within it, trying hard to ignore its effects on her tingling teats and swelling marehood. She then turned her spellcasting on her and her flushed-cheek friend, attempting to purge her of aural influences as she’d just done to herself.

It was surprisingly difficult to do; the dark energies were extremely resilient and even somehow sticky, a miasma in the air that clung stubbornly to them both. But anypony who knew Starlight knew she was equally stubborn and resourceful, especially when it came to magic, and with her power and persistence, she finally banished the foreign magic from them both. “Better?” she asked her friend and lover as she felt her arousal ebb to her great relief.

“Trixie is okay,” the showmare confirmed with a ragged breath and jerky nod, still amazed and appalled at what she’d been thinking of doing, unable to look at an unconscious Pinkie Pie. I was ready to suckle a teat and eat her OUT! she shuddered and then watched as Starlight turned her considerable power directly on their earth pony friend, trying to cure her magical malady only to find she couldn’t.

What IS this thing? I can’t dispel it! she thought in frustration as she tried several spells in succession over the next few minutes, each more powerful and draining than the last, only to find the corruptive magic had its roots in Pinkie Pie too deeply. It resisted all her efforts to eliminate it, and she finally fell back onto her haunches in defeat, the futile effort wearing her out and leaving a headache in its wake

“Here, Starlight…” Trixie noticed and materialized her friend an ether potion from her wagon. “Drink this.” Though not legal for her to make as they were made from certain Everfree flowers that had to be carefully processed and purified to rid them of wild and unpredictable forest magic, making and selling them under the table was how Trixie supported herself more than her shows. They were something she took before performances to restore or boost her power, offering a gold-glowing vial for the same purpose to Starlight, who quickly drank it and then gulped down some cool water from a thermos Trixie materialized next, sighing with relief as she felt her headache recede and her full power restored.

“Thanks, Trixie,” she said as she threw back her cloak hood and rubbed her temples to disperse the last of the pain. Though she normally shunned such restoratives and didn’t entirely approve of Trixie making them, she was no stranger to rule-breaking and admitted the showmare was unquestionably good at it. She also didn’t abuse them... or sell them to those who would. “Whatever this is, I can’t cure her with my magic alone.”

“So Trixie sees. But what happened to her? What nearly happened to us?” she asked with a shudder, remembering again how close she’d been to giving in to the unnatural urges, ones she would never have considered before. Sure, Pinkie was nice to Trixie when nopony else was, especially after what Trixie did to her using the Alicorn Amulet. But to then turn around and RUT her…? Suddenly her certainty wasn’t so solid.

Now that she could think clearly and had been given a few more pieces of the puzzle, Starlight didn’t take long to guess an answer. “Trixie… I think we’re dealing with an STC.”

The showmare gave her an odd look. “A... what?”

“An STC is a ‘Sexually Transmitted Curse’, Starlight clarified, her voice grim. “They can be thought of as magical diseases that spread sensually. I’ve never seen one before, but I’ve read about them. Enough to know they’re rare and don’t generally spread that far or fast because ponies can only have so many partners. When they’re discovered, they’re easy to stop simply because they do spread so slowly and require a constant flow of new hosts to remain active. To beat it, you simply quarantine and if necessary sedate the afflicted to deprive it of new hosts and let the curse run its course.”

Trixie’s brow furrowed. “Trixie has never heard of such a thing!”

“I’d be surprised if you had, given how unusual they are. They’re barely a footnote in most magical affliction books.” Starlight stared down at a still-sleeping Pinkie Pie, her stasis spell keeping them safe from the clearly contagious curse. “Their means of being passed from pony to pony are very unique. Some induce desire in their hosts as a means of spreading themselves faster; others are known to make their hosts more desirable in order to do so. But they’re typically quite subtle about it and can’t infect other ponies until their host has sex with them. But this one…?” She motioned down at an unconscious Pinkie, who was still wearing a dreamy expression.

“Judging by how we reacted just now, this seems to work by causing intense infatuation and overwhelming arousal in not just its host, but those around it. It releases this... magical pheromone or something that just requires you to be in its presence to affect you.” She shuddered, suddenly realizing how incredibly dangerous such a curse could be. As indiscriminate as it appears, you could end up with brothers rutting sisters or mothers screwing their own sons...

“Fine, but… where did it come from?” a nervous Trixie asked, breaking into her thoughts. “And assuming it was responsible, how did it transform Applejack?”

“I had to have been the cider,” Starlight answered, picking back up the interrupted chain of thought she’d been following before Pinkie Pie’s appearance. “It was made from Everfree apples, so I’m guessing it was a bad batch containing corrupt forest magic. It must have been enough to activate some inactive Timberwolf magic in AJ as well.”

To her credit, Trixie picked out the hole in that theory instantly. “But Starlight, that doesn’t make sense! We had the cider too! Our drinks came out of the same cask as everypony else, so we had the same batch! But we weren’t affected until just now!” the showmare pointed out, resisting the strangely compelling urge to give a courtroom-style objection.

Starlight blinked, and then facehooved at her own misdirected conclusion. “So it couldn’t have been the cider…” she mumbled in annoyance, rubbing her forehead and mentally kicking herself again for not realizing it. At least AJ will be happy to know she’s off the hook here… “Okay, let’s look at this logically starting with the progression of cases. We’re pretty sure Applejack was affected first…”

“Fluttershy was affected first!” Trixie quickly corrected, wondering again why she didn’t become a prosecutor. “She acted exactly the way Pinkie Pie did here—drunk and ready to rut anything that moved! She even disappeared just as Applejack did!”

“You’re right…” Starlight conceded again, wondering why it was taking Trixie of all ponies to point out the truth that was staring her in the face. “The Fluttershy to Applejack vector is obvious enough—after she got Twilight, Fluttershy started to orally pleasure AJ, so she was infected then. But that doesn’t explain Pinkie Pie! As far as we know, she didn’t do anything but watch! So how was she infected?”

“You said it was airborne, right? A magical pheromone?” Trixie knew what that word meant if she didn’t quite get the use of ‘vector’. “Well, that pink-haired menace stood closer to Twilight and Fluttershy than we did! So maybe it was just proximity? Or there was something in the air just now before you brought up a breeze. So maybe she was just downwind of them?” The showmare reeled off some surprisingly plausible possibilities to Starlight.

Her unicorn marefriend had to think about that, closing her eyes and her horn glowing for a moment as she magically replayed her memories back to herself, paying particular attention to which way the fallen autumn leaves were moving on the ground. “No… the wind was blowing left to right across us, so if anything, Rainbow Dash would have been infected next since she was downwind. But she showed no symptoms! Though as for proximity… I can’t discount it. Not if the pheromone was magical and not physical,” Starlight agreed, getting more and more frustrated that the answer some part of her kept insisting was obvious still eluded her.

Then Trixie realized something else. “Wait… Pinkie Pie and Applejack are both Earth Ponies! So maybe this only affects them?” she suggested almost hopefully, wanting to believe herself safe.

“And Fluttershy…?” Starlight challenged with a raised eyeridge.

Trixie slumped, then remembered… “Wait! Sparkle wasn’t affected! She showed no symptoms when we left! So maybe unicorns are immune?” she tried again hopefully.

“Neither did AJ or Pinkie!” Starlight rubbed her eyes again, still not seeing a pattern. “Though as for Twilight, I think she’s safe. As a rule, STCs require rutting or at least oral sex to spread—a little wingplay plus going down on her horn shouldn’t be enough to infect her!” she said in both relief and exasperation, wishing Twilight was near enough to sense or summon, but her last teleport half an hour earlier had taken her out of range of Starlight’s magical awareness. “So… the question before us is: what happened to AJ, Fluttershy and Pinkie Pie that somehow missed you and me?” she wondered aloud, belatedly remembering and pulling free the beacon crystal Twilight had given her earlier. “I think we need a magical expert on this one. So let’s call Twilight to us and tell her what we’ve found.”

Trixie looked unhappy at that, but nodded. “Very well. At this point, Trixie supposes Snarkle is our best...” the showmare trailed off abruptly as she replayed the events by the cider stand in her own head and remembered something, her eyes going wide as she processed the implications quickly. “No! No! Wait! Starlight, DON’T!” she all but shrieked, yanking the crystal out of a surprised Starlight’s magical grasp with her own aura and then teleporting it as far away as she could.

“Trixie? What in the hay are you…?” Starlight’s own voice trailed off as she saw very real fear in her friend’s eyes.

With great effort, Trixie brought herself back from the edge of outright panic, splashing water from her summoned container on her face, causing her dark eyeshadow to run. “Starlight… could you playback and project your memories like Sparkle can so I can see them?” the showmare asked, trying but not quite succeeding keeping a tremor from her voice as she dabbed at her eyes with the end of several strung-together handkerchiefs from her earlier show.

“Uh… sure. But why?” Starlight knew from experience that whenever Trixie dropped out of referring to herself in the third person, it meant she was either very flustered... or very afraid.

Her friend’s visible shaking and nervous, flitting eyes confirmed it as the latter. “B-Because Trixie thinks she knows how everypony but us was affected…” She swallowed hard as she spoke. “And if she’s right, Twilight Sparkle is the absolute last pony we want to summon right now…”

As she said her words, Pinkie Pie’s eyes reopened and a pair of bat-winged shadows flew across the face of the moon.

What… what am I doing? Spike had barely enough of his senses left to think as Mrs. Cake reached for him with a trembling hoof, but with his arousal now all-consuming and all but drunk on the exotic vanilla odor he was smelling, he was nearly beyond caring, continuing to encourage her advance by stroking himself, delighting in his effect on her. And yet… Where is this COMING from? some distant part of himself wondered again, having never thought of Mrs. Cake sexually before. He liked her, certainly, and she’d taken a rather motherly view of him in return, knowing his likes and always there with a friendly ear and a free pick-me-up gem donut or drink when he needed one. But now…?

Her will now hanging by a thread, her hoof hovered barely an inch above his crotch, a wet spot beginning to form through the stretched fabric over each of his twin heads.

They were barely hidden from view, there were half a dozen patrons on the other side of the counter, Mister Cake was in the other room and the Twins were upstairs sleeping. And yet… he still did not resist as, almost if she was in a trance, Mrs. Cake’s remaining resistance evaporated along with his as she reached the final, fateful distance for the belt on his Bittish overcoat, slowly pulling it open until the sides fell away. He felt his draconic shafts pulsing and throbbing, eager to be seen and be touched…

And somehow, at that moment, he desperately wanted that touch to be hers!

The feeling was only too mutual as Mrs. Cake gave an audible gasp as his twin-headed organs spilled free of the coat, visibly twitching as the tweed fabric tweaked one of his two sensitive heads, her marehood winking hard at the sight behind her. “Oh my…” she said almost inaudibly as she saw his visibly ridged shafts and tapered heads, so different than pony stallionhoods, imagining how smoothly they could slip in and how good the ridges would feel grinding against her inner walls despite his smaller size. “Such a strapping young drake you’ve become...”

“You… you mean it…?” Spike resumed openly stroking himself before her.

“V-Very much…” she replied in an equally trembling voice like she, too, was in disbelief at what was happening but was equally beyond caring, needing him at that moment as much as he needed her, leaning down to inspect his exotic equipment more closely. She nosed his hand away gently, her head close enough that she could smell his distinctive dragon musk, one that was just as heady to her as the vanilla odor was to Spike.

“Wh-what do you think?” he asked hopefully, wanting and needing her approval as he squeezed both shafts in turn to milk a drop of clear fluid out their tips, letting her see them glisten and the drops then slowly fall from his two tapered heads in turn, the beads still connected to their origin by a thin string, drawing even more attention to them. It had been a display of virility the CMC and Sweetie Belle in particular had liked; he hadn’t quite been above taking pleasure in the fact that she immensely enjoyed watching him stroke and milk himself when her older sister wouldn’t give him the time of a day. You had your chance, Rarity… and now even Mrs. Cake knows what you missed!

“It’s so…” Words failed Mrs. Cake at that moment, her entire field of vision now reduced to his scaled body and twin stallionhoods; her awareness now limited to him and her own unrelenting arousal. She had heard somewhere that male dragons had dual heads, but had never dreamt she’d get to see for herself someday! “So erotic…” she finally managed, her tone of voice making it clear she meant the word in the best possible way.

“Erotic…” Spike repeated the rarely-heard word, one he’d only read in books before, squeezing some additional pre out of his shafts for her to admire. “I think I like that…”

“You should be very proud…” she told him and meant it, drinking him in, her eyes tracing every curve and detail, appreciating his obvious assets and fertility. She wasn’t sure if they were entirely separate organs or simply two branches of the same, but their appearance was that of two nearly identical tapered pink shafts standing out side-by-side, each over six inches long and pointing out slightly away from center. Shafts that, even if they were somewhat smaller than their pony equivalents at that stage of his life, he could bury one or both within her to the hilt! And best of all, he could he either use them both at once, or one at a time to take me twice in a row… she realized with a shiver, various fantasies suggesting themselves in rapid succession and all demanding they be indulged first.

“Th-thanks, but… m-maybe we should go in the back…?” Spike suggested as she stared at his offering wide-eyed and the world stood still before them, each waiting for the other to make the final, fateful move. She licked her lips just as he did, the pair sparing another glance over the countertop to see if anypony was looking; all anypony had to do was walk up to the counter and they’d see what was happening.

Then again, being seen wasn’t the only thing that might give them away. “Hey, what’s that smell…?” a blue stallion and regular patron named Noteworthy called out from the seating area before Mrs. Cake could answer, his nose sniffing at the air and causing both Spike and Mrs. Cake to freeze. He was dressed in an old Disco outfit and had even won an award for it at the costume contest earlier that night. “I really like it!” Only then did Spike realize the origin of the rich vanilla extract aroma suffusing everything around them...

It was the scent of Mrs. Cake’s excitement!

“Oh, wow… is that some new vanilla, Mrs. Cake?” asked Noteworthy’s marefriend, Sea Swirl, from the same table, her nose twitching in appreciation beneath her raver outfit.

“Oh! Um… yes. Yes it is!” Even in her current state, Mrs. Cake was still quick on her hooves. “It’s… Prench Vanilla. We just got it in,” she said with a wink at Spike, who grinned, knowing full well from the many times he’d helped out at the store that Prench Vanilla was anything but exotic; it was nothing more than regular vanilla infused into a custard-like concoction of egg yolks, milk, and cream. “Available for a special price on Nightmare Night only!” she announced, her salespony instincts still intact and making Spike desire her all the more.

A mare as smart as she is sexy… he thought to himself, though it was the latter that he was most interested at that moment, watching raptly as she reached a hoof for his shafts again but still didn’t quite touch it, its tip hovering an inch above his. Why was I ever interested in Rarity again...?

“It smells really good! When you refill our order, could you put some of it in my latte?” Noteworthy asked.

“And my coffee!” Sea Swirl added.

“And my hot chocolate…” one by one the other patrons sounded off, each inhaling the odor deeply, the heady scent somehow calling to all of them, though none yet knew why they suddenly started thinking in more sensual terms, stallions and mares alike wriggling slightly uncomfortably in their seats, casting eyes at their friends and mates or simply about the room.

“Oh, um… of course, dears!” Mrs. Cake agreed eagerly, and though both relieved and disappointed at her averted encounter, she kept her tail flagged as she withdrew her hoof and refastened her apron... and then grinned as she got a very naughty idea. “Spike, would you please refill these orders while I take care of the spill? I’ll come back to add the vanilla in a minute,” she requested with a wink, passing him an order list and small apron he’d used before when Pinkie Pie had invited him to help out, deliberately tossing it to him so it hung right over his hardness, the twin shafts easily holding it up.

“Oh, uh… sure?” Spike said, fastening the apron only to find it did little to hide his raging hard-ons, as he’d heard human guys refer to them. He went over the various dispensers but nearly spilled the drinks again twice as he kept half an eye on Mrs. Cake the whole time, watching her repeatedly flag her tail at him in an equine mating cue he knew by then all too well. If I don’t stick these in her soon…

Even as he had the thought, he wasn’t sure what would happen as he glanced down at the tented fabric that covered his front, he just knew that somehow, he had to do it as he refilled the drinks according to the order sheet: two coffees, a latte, a hot chocolate and a hot cider. He assembled them on the tray and then hefted the platter over his waist to hide his state, though there was nothing he could do about his hot cheeks.

Before he could take them out into the serving area, however, Mrs. Cake came back behind the counter, her eyes possessing a lascivious gleam he’d never seen in them before. “So, uh… wh-what do we do about the ‘Prench Vanilla’?” he asked her quietly, amazed he could keep himself from dropping the platter and pouncing her right then and there.

“I’ve got that covered, dear…” In answer, she turned around to present her hindquarters to him, flagging her tail and giving him a spectacular view of her swollen opening and hardened teats. A wave of rich vanilla odor was coming off her, causing him to sway all but drunkenly while struggling with all his fading will to keep the platter still and the drinks on it. “Now hold still, Spike…” she told him quietly, and then…

She squirted her own love juices directly into the drinks!

Holy… Spike watched open-muzzled as her aim found each of the five mugs perfectly in turn, giving each a solid dose that didn’t so much as leave a rim residue. “That is so hot, Mrs. Cake…” he had to say, amazed at her feat, one he’d only read about in the lurid romance novels Sweetie Belle had smuggled out of Rarity’s personal stash for ideas.

“Why thank you, dear…” She gave one final squirt right on his face for good measure, the spray finding his nose and muzzle, leaving him licking his lips, closing his eyes and moaning as she tasted her for the first time. “Oops…” she said teasingly, having nearly completed her transformation from matronly mare to sensual siren who was now leading Spike along by the nose. Wanting more from the source, his long tongue darted out, reaching within an inch for her increasingly prominent clit, but she turned back around and held a hoof to his mouth.

“Not yet. The customers always comes first, Spike...” she reminded him. “Business before pleasure...”

Though surprised, Starlight played back the memories that Trixie requested, from right around the point Fluttershy had pleasured Twilight.

It was a spell Twilight taught her, and one that gave her perfect recall when she needed, able to replay a memory as many times as she needed and even project it for others to see. It was still a slightly surreal experience for Trixie as she saw the events unfold through Starlight’s senses, and was startled to hear her own voice through her friend’s ears—do I really sound like that? she thought at one point, thinking her voice was too low-pitched—but at the end, she saw what she had been expecting and dreading, and the answer became only too clear.

“There!” Trixie pointed with a shaky hoof at the projected image, showing Twilight climaxing spectacularly from her horn and showering everypony with orgasmic glitter…

Everypony except Starlight and Trixie, that was, as the former had erected a shield spell around them, preventing the magical ejaculate from reaching them. “That’s why we weren’t affected… and why we don’t dare attract Sparkle’s attention now...” Trixie shivered, looking around nervously. She could teleport in here instantly and there would be nothing Trixie could do to stop her...

“You’re right…” Starlight fell heavily back onto her haunches, rapidly realizing the potential consequences. “It explains everything perfectly. And if that’s how it was spread, it means Twilight was already infected. It also means her climax in turn infected everyone else showered by her horn’s eruption,” she realized grimly.

“If Sparkle’s infected, Celestia help us all…” Trixie said, swallowing hard. “We need to get out of here, Starlight. Get out of this tower, and get the hay out of town!” She did not want to be turned into a sexual zombie or worse, Twilight Sparkle’s plaything.

“No!” Starlight replied emphatically. “They’re our friends, and we can’t abandon them, Trixie! We’re going to find a way to help them and stop this thing!” she announced, her mind turning.

“But how? You already said your magic wasn’t enough to cure this! And we still don’t know how it started!”

Starlight had a sinking feeling she did know, but couldn’t face it just yet. Fix this first, hate myself for it later… she shoved the creeping guilt as far out of her head as possible.“It wasn’t able to here and now, but that doesn’t mean I can’t yet find a magical solution. I can search the library spellbooks for answers to this thing, or maybe Zecora’s alchemy could help. It’s also likely that Spike is immune—dragons are highly resistant to magic as a rule and curses don’t generally affect them. So let’s find him and get a warning message to the other Princesses to lock down Ponyville. Even if they can’t cure it, Shining Armor or Cadance could slap a shield around the area to keep it quarantined.”

Trixie suddenly wished she had the Alicorn Amulet back so she could put the entire town under a giant fishbowl again. “Good for them, but what about us? Trixie does not relish the idea of being sexually stalked by Twilight Sparkle!” she stated, her eyes darting nervously again.

Starlight’s jaw set. “Don’t worry. I’m her equal in power. I’ve fought Twilight to a standstill before and I can do it again if I have to. And besides, if she acts anything like Pinkie did here she’ll be so aroused she can’t focus enough to…” she never finished her sentence as she turned her eyes to the floor where Pinkie Pie lay in her stasis field only to find…

Pinkie had disappeared!

Spike walked out with his tray of drinks to the center of the floor in a daze, the Timberwolves and the CMC now all but forgotten... to say nothing of Mr. Cake upstairs.

The young dragon had never wanted anypony so badly in his life, but no matter how horny he was, he had always tried to be a Gentlecolt and in the end, he was so taken by Mrs. Cake he couldn’t disobey her. He rushed out as quickly as he dared to serve the mugs at the various tables, the movement causing his apron to ride up and bunch up until it was no longer covering his hardness. Its tail hung loosely off the base of them leaving the platter his only remaining cover, the smooth underside of drink-warmed metal tray rubbing against his twin heads and only stimulating them further.

Despite his sensual discomfort, the drinks themselves were an instant hit. “Wow…” Noteworthy said as he inhaled the odor deeply and then took a long draw on his coffee, only peripherally aware of his organ nosing free of his sheath beneath the table. “That’s really something, Mrs. Cake!” Noteworthy told her.

“Seconded…” Sea Swirl replied over her latte, a wet spot forming beneath her in her chair. “That’s just the right amount of vanilla!”

A cascade of other compliments came from the other patrons. “Now now, credit where credit is due, dears… Spike made them; I just spiked them!” Mrs. Cake looked very pleased with her own turn of phrase. “Now drink up everypony! While they’re still hot!” she instructed eagerly, and they did so. By the end of their mugs, cheeks were very warm and arousal was evident everywhere; Spike was strangely gratified to see several rapidly rising stallionhoods beneath the tables and even a few auras or hooves stroking them, the aroma of male musk and various sweet-smelling mares was now competing with Mrs. Cake’s distinctive and delicious vanilla scent for prominence, several ponies soon openly and all but involuntarily pleasuring themselves.

“It’s so nice to have satisfied customers, wouldn’t you say, Spike?” Mrs. Cake came up behind him and gently removed the tray from in front of him, putting him on full display to the other patrons, the mares and even the stallions suddenly staring at him in wide-eyed appreciation.

“You said it!” he agreed as he stood proudly before them, not minding in the least. He should have been mortified beyond measure by the exposure, but with all inhibitions now stripped away along with his Bittish hat and overcoat, he put his paws over his head like he was stretching, showing himself off to them. Eat your heart out, ponies! was suddenly all he could think, his eyes turning to reptilian slits. “Like what you see, ladies?” he asked proudly, beginning to stroke both his hardness at once, teasing his audience further with his darting tongue, its obvious dexterity causing more flights of fancy in the mares.

“Wow… two stallionhoods?” Sea Swirl looked stunned.

“And that tongue…” Amethyst Star added the corner, her horn glowing and marehood winking beneath her wizard attire.

“You lucky…” Noteworthy’s voice was pure envy, his own large organ now scraping the underside of the table as he inspected those of the young dragon.

“They’re just the right size and shape for…” From the other corner, a pegasus mare named Raindrops couldn’t finish her sentence, her wings rising to full attention beneath the insectile wings of her Breezy costume.

“For me…” Mrs. Cake finished, stepping in front of Spike. “You know, you’re a customer too, Spike! One of my favorites, in fact…” she flagged her tail at him again, this time presenting herself in open offering. “You’ve been such a dear and so helpful, and so very patient! So why don’t you have your favorite order now…?” she asked meaningfully, giving him a come-hither look, inviting him to mount her right out in the open.

Spike’s mind all but melted at that moment, his greatest desire on the very cusp of being fulfilled, its effect on him redoubled for being a desire he never even knew he had! “Don’t mind if I do....” he told her in awe, walking forward as if in a trance, reaching out to touch her and take her for the very first time.

Author's Note

This was the riskiest and hardest-to-write chapter yet, folks. There isn’t a more unlikely ship than this! Well, Phoenix Wright and Twilight Sparkle but that’s another story entirely… regardless, hope you enjoyed the build-up! Payoff comes next chapter! Sorry to leave it here, but the chapter was already full-length and it felt appropriate to do so. I actually did start to write into it, but it just felt like it didn’t belong here.

Before anyone claims that Spike x Mrs. Cake doesn’t make sense even under the influence of this thing, be assured it does, in context of how this curse actually works. Starlight and Trixie are only just beginning to figure out exactly what it is, where it came from, how it spreads, and how insidious it really is. How does it work? I’ve told my prereaders, but sorry, you’re going to have to learn as you go, just like Starlight and Trixie. :twilightsmile:

In any event, four more major scenes to come before the entire Mane 6 + Spike is consumed and corrupted, each featuring one major character. And after that…? You’d be very wise not to be so sure of your own abilities or take Twilight lightly, Starlight...

Thanks goes to a slightly reduced prereading crew of AJ_Aficionado and SilentwoodFire, with an assist from Grammarly, which I’m now making a habit of using. It catches a lot of stuff. Get-well-soon wishes go to a flu-ridden Leo Archon, and I apologize to Denim_Blue for not waiting for his preread but this was already ten days overdue. Oh yes, I also owe Denim a lot of prereads on his own stuff, and promise to get to those starting today. Nothing left to say at this point except a belated Merry Xmas and a very Happy New Year, folks!

7: Shadowdashed

Overseeing the Nightmare Night celebration in Canterlot, Discord was having the time of his life.

Invited by Celestia herself to turn the Castle Gardens into a haunted maze as part of the evening’s festivities, he had done her one better and turned not just the Gardens but the entire castle into his personal playpen, immensely enjoying himself as he played with adults and foals, commoners and nobleponies alike.

With Luna off in Hollow Shades marking the day with the thestrals she once championed, her role fell to Discord and he went at the task with a relish, dealing out frights and sweets in equal measure, though he was currently focusing most of his efforts on Prince Blueblood, whom had boasted at dinner while costumed in his old Royal Navy Admiral uniform that he could not be scared by anything.

Discord, naturally, could not take that as anything but a challenge, and with Celestia’s connivance—she had taken the occasion to transform herself into her own frightening form, taking the appearance of a vampire bat-pony queen for the night—he had dared Blueblood to attempt to run his gauntlet from one end of the castle grounds to the other, promising if he did so without screaming in fear even once, he would grant him a single wish.

When a very wary Blueblood asked him what the catch was, he sweetened the deal further by swearing not to lay even so much as a single spell or talon on him in the process. “All I have to do is scare you into screaming, but I cannot do so by corrupting or harming you,” he offered, and with some sly encouragement from Celestia, Blueblood agreed to the terms, certain of his victory.

Celestia herself was currently at Discord’s side, sipping her usual sweet wine dyed to be blood red and licking her lips happily as she nibbled at some chocolate cake while watching the proceedings, even occasionally participating herself, teleporting to and fro to scare other nobles, alternately promising to suck their blood or add them to her harem… something he thought she might have already done with Fancy Pants and Fleur de Lis, but despite his curiosity, he had respected her privacy just enough not to dissolve her privacy enchantment.

Regardless, he couldn’t help but smile at her antics. In truth, he hadn’t done anything to her, but at her instructions he had told all present that he had—that her appearance and un-princesslike behavior was his doing. It gave her the perfect excuse to go wild and do whatever she wanted unfettered by station or protocol—a rare and golden opportunity she was happily availing herself of.

Ah, my dear Celly, you are so VERY fun when you wish to be! he thought as she next started making out with one of her own surprised Guardsponies, now more than a little tipsy on her favorite wine. Why did we ever break up again…? Ah yes, I decided things were dull and attempted to take over Equestria… he chuckled to himself. And why do I not do it now? Well, for Fluttershy, of course… and because I don’t want to be turned by to stone by the Elements of Harmony again. Admittedly, being good has its perks. And besides, who needs the hassles of ruling when I can have more fun just being a free agent?

He might have watched her more closely—he half thought she was putting on a show for his benefit; a product of their occasional dalliances of ages past—but he had other concerns at that moment, turning his attention back to Prince Blueblood, who was quickly learning that by challenging the reigning King of Chaos, he had bit off far more than he could chew. The Prince had been loudly unimpressed by simple spooks, spectres, and the more childish frights he could offer, so Discord had resorted to far more fitting ones that suited his quarry’s station and personality, unnerving Blueblood with swamp creature tax collectors emerging from a marsh threatening to audit him and zombie financial creditors clawing their way out of the ground demanding additional interest payments and promising to repossess his beloved airship if he didn’t meet their price.

Though the Prince had been merely perturbed at that point, ghostly gossip reporters followed, demanding comment from Blueblood on longstanding—and, Discord guessed, quite true—rumors that he used horn extensions and certain other enhancement methods, chasing him right through walls and closed doors to get their interviews and promising very lurid exposés. Now badly rattled, he escaped those by darting to the kitchen, seeking sanctuary and a stiff drink only to find that the castle kitchen and catering had been taken over by the entire Apple clan. Worse, his favorite spirits and snacks had been replaced by cheap cider and other ‘common fare’; he quickly found himself faced with apple pies served him by a zombie Applejack while her equally undead kin serenaded him with all manner of country music, making him clamp his hooves over his ears while simultaneously trying not to lose his dinner. Panicking, he had fled to what he thought was the refuge of his private quarters...

Only to find he had a wife in the form of a frazzled Rarity and six screaming foals inside, all calling him ‘daddy’ and demanding his attention.

That had finally broken him; he had bolted the scene shrieking to his assayer’s office where Discord had finally found him huddled and shivering under his desk. “Why, my good Prince, you look positively petrified! And what was that about my frights being ‘gauche and unimaginative’?” Discord steepled his paws, turning his surroundings into a funhouse while materializing a throne in front his quarry to watch the show.

“Discord! You will release me from this horrid nightmare at once! This isn’t funny anymore! You win! Now let me go!” Blueblood ordered him in a trembling voice.

“Let you go? But the night is still young and I’m having so much fun,” he told him, reveling in the feel of being a villain again, if ever-so-briefly. He returned them to the middle of the garden with a snap of his fingers, where he’d previously left Celestia alone with her guard, crossing his legs and materializing a goblet of the pumpkin punch he’d been enjoying, drinking it out of an upside-down umbrella. “And I believe our good princess is as well?” he nodded to his right, where the drunken sun princess had left a dazed and sorely aroused guardspony stallion behind, whispering something in his ear as she had departed, slipping him a note.

“Auntie!” Blueblood shouted in shock, aghast anew before Discord turned his lips into a zipper and sealed them shut with a single slashing motion of a talon.

For her part, Celestia ignored him completely, her slitted blood-red eyes focusing with some difficulty on Discord. “Hello, my former lord. Have you been enjoying yourself this fine Nightmare Night?” She sauntered up to him, swaying slightly.

He grinned and took a swig from his makeshift goblet, producing a second one for her as well. “Immensely, my former mistress. I would ask you the same question, but the answer seems rather obvious.” He snapped his fingers again to send the dazed but very happy guard back to Celestia’s quarters, sans his armor, which clattered to the ground around his former post. “And I really must thank you properly for giving me the opportunity. I can’t remember the last time I’ve enjoyed one of your social affairs so much.”

“Well, if you wish to thank me, I could think of several ways…” Celestia gulped down the goblet contents quickly before laying a few kisses down his long serpentine neck and chest, and though Discord could hardly be turned on by something so utterly mundane, it did spark a few memories of things they’d done in the distant past. “If you’re through toying with my nephew, that is…?”

He made a show of giving a heavy sigh. “Well, I suppose I could be persuaded for old time’s sake…” he said as he snapped his fingers a final time to send a shivering Blueblood back to his quarters, releasing him from his control. “Tell me, Tia, had you anything in mind…?”

Indeed she did, as the words she whispered in his ear were almost enough to make him blush. “As kinky as ever I see…” he bopped her gently on the nose with a talon. “So be it! Run along then, my little princess… and you may use whatever spells you wish to try and stop me!”

“I will. But I won’t make it easy!” she warned him, giving him a parting kiss before turning to take flight and flagging her tail at him in additional enticement.

“I would expect no less,” he told her, giving her exposed backside a swat as she took flight on her thestral wings, giggling all the while.

He watched her leave idly, then frowned as despite her enticements, a sudden unease gripped him; a sense of chaos building elsewhere in Equestria. Searching for a source, he found his thoughts casting back to Ponyville, and though he found the images going through his head appealingly unusual, he couldn’t help but find them incredibly unlikely.

“Granny Smith turned Timberwolf? Rainbow Dash dressed as a human nun and Twilight turning evil? Fluttershy hypnotizing Applejack, and Pinkie Pie desiring Rarity, all without any help from me?” he recited as each image entered his mind in turn. “Hmph. There’s unusual, and then there’s just insane. My chaos sense must be off,” he said, turning his little finger into a screwdriver that he immediately stuck in his ear and gave several twists to.

And yet, even after the adjustment, his sense of unease remained. “Must be the pumpkin punch, then. Perhaps I shouldn’t have spiked it with so much of that Cinnamon ‘Aftershock’ that Starlight brought back from the human realm,” he decided, making a mental note to cross the portal himself before too long and see what delicious forms of disorder—and spirits!—that other world had; thinking it might even be worth it even if it temporarily cost him his chaos power to do so. “But it was just too good not too! I really should tag along the next time Sparkle crosses over, but other matters demand my attention for now.”

Tossing his goblet over his shoulder, which promptly exploded into a pumpkin that easily dwarfed anything that could be grown in Equestria, he looked out over the crowd of revelers in search of his quarry. “Ready or not, here I come, Celestia!” he announced to her with a toothy grin as he took flight after her, deciding that whatever followed, this was one event he wouldn’t be discussing with Fluttershy over their next afternoon tea.

A hundred feet above Ponyville’s main street, two bat-winged figures hovered, watching the proceedings inside of Sugar Cube Corner through their slitted pupils.

Their new attributes enabling them to see in pitch blackness even without the help of magic, they could see and hear everything happening inside with perfect clarity. Their slitted thestral eyes had been but the first physical enhancement they had received; the transformation that had overtaken them was slowing but still ongoing, their fangs lengthening and predatory attributes maturing. Their ears had likewise lengthened and become tufted at their tips, giving them sharper hearing to go along with their newly vibrant vision; even their sense of smell had been dramatically improved; they could scent each and every individual pony inside the store…

Though it was the sole non-pony there that interested them most. “Well. It would appear my dear son and scribe has started without us,” the larger of the pair noted idly, her cloaked and armored form gleaming softly in the moonlight, but invisibly outside the privacy spell she had cast to hide herself. Before long, she reflected, she would never have to hide her true self again; before long, all would know not just her appearance, but her magnificence and benevolence...

Before long, all would be part of her growing erotic empire that was certain to span both worlds. “Truly, he has grown up before our eyes. And this is one time where dragon greed will serve him—and us—quite well.”

“Indeed, My Mistress and Queen!” The former pegasus pony at her side was but the first soldier of her new army, one that would in due course conquer all Equestria not with weapons, but with pure sensual pleasure. “It would seem he already has them all under his thrall!” she added, the colors of her rainbow-hued mane now muted and much darker along with her previously cyan coat, her longer tongue darting out of her mouth to lick her lips at thought of events happening inside.

“Not entirely, but I believe it will not be long. Our dear Spike will soon have the beginnings of his own harem, and all without any help from his mother. Truly, I cannot help but be proud.” Eclipse closed her eyes and smiled. “I also cannot help but wonder what form he takes and imparts to the rest. An interesting experiment, and one we ourselves may duplicate later.”

“Forgive me if I speak out of turn, but I must ask… should we not add him and all inside to our ranks now, My Mistress?” Shadowdash said hopefully, her newly enhanced senses able to all but taste the vanilla aroma of arousal—or was it Prench vanilla?— on the wind even at the distance they hovered, recognizing that those within were now receptive to her queen’s benevolence. “They are ripe and ready for conquest! We could make them ours easily!” she made a loop in the air in her excitement, hoping to be granted the task of subjugating them herself!

Eclipse chuckled at that, “Your enthusiasm does you great credit, my loyal and loving lieutenant, but not just yet,” the transformed Twilight wore an odd smile as she remotely observed what was happening with her magic. “To see him now, I believe Spike will be an excellent recruiter to our sensual cause even without our help. We will only approach him when his transformation is complete and his powers and desires have fully… developed. Dragons are resistant to transformative magic, but not immune. Nevertheless, he will take some time to mature, so let us not interfere with the process.

“Indeed, there is no need. Left to his own devices and draconic abilities, I sense he will create many more soldiers and subjects to serve us,” she promised, then closed her eyes and smiled. “And besides, perhaps it is but simple sentiment on my part, but as unrequited as his deepest desires have been… I feel he is owed the chance to explore the pleasures of flesh on his own, unmolested by us.” She chuckled at her own choice of words. “So for now, at least… we will leave him be.”

“My Mistress is both generous and wise!” Rainbow bowed to her. “Then what of Starlight Glimmer? Surely we should seduce her to our side!”

“And indeed we will,” Twilight turned her head to the Town Hall clock tower, where she could sense her former student’s aura trying and failing to ‘cure’ Pinkie Pie, not yet understanding she was trying to reverse not a curse, but the greatest of all gifts. “But again, not just yet. If my future acolyte has learned any deductive abilities from me at all, she will at least glean the barest facts of what she’s up against and attempt to take action. Her first steps are easily guessed, and they will leave me enough time to strew many an obstacle in her way.

“So let her flail about trying to fix what she herself unleashed. Let it slowly seep into her, despite her best efforts, and pull her down into a whirlpool of her own creation, drowning her in her own desires until she can no longer resist.” Eclipse gave a low and lustful growl. “Truthfully, I could easily take her now, but that would be nowhere near as enjoyable as leading her by the nose and watching her struggle to keep her head above water as she triggers trap after sensual trap. I will enjoy greatly watching her slowly succumb to her own unleashed urges until she finally comes to me of her own volition, begging us to complete the process of her rebirth.”

“I look forward to seeing that, Queen Eclipse!” A grinning Shadowdash greatly enjoyed the fantasy her mistress spun, who indulged her by teasing the other mare’s wingtips with her magic and causing shivers to pass through her.

“As do I. She was my student once before, and so she shall become again. No, more than that, she shall become my very disciple, the embodiment of my will… once her own has been completely broken. When the time comes, I will enjoy her seduction and corruption greatly…” she said in lazy anticipation. “And you, my lovely and loyal Shadowdash, may help.”

“I would be honored, My Mistress,” Shadowdash bowed low, then her expression turned to one of sneering distaste. “And what of her ‘Great and Powerful’ companion?”

Eclipse’s expression turned instantly and immensely disdainful. “She is completely unworthy of our time or attention. Her only possible use other than as a simple soldier is as a lure for my once and future student… or perhaps as the accidental instrument of her corruption. She is of little threat or consequence, and though I would certainly enjoy subjugating her after all her boasting to show her how truly pitiful her power is, I have far more important matters to attend. I will thus only spare her the attention she deserves—none.” Eclipse’s eyes glittered. “The ‘curse’ will catch her without any help from us.”

“I see. And what of our other potential allies?” Shadowdash asked. “When we will call them to our side?”

“Just like with Spike, I do not wish to deny them their fun,” Eclipse replied, her expression almost going wistful for a moment. Two have already been reborn as we have, while two others teeter on the brink. The seed has already been planted in them, so let us simply wait until the urges overwhelm them, at which point they will come to us of their own accord. Pinkie Pie cannot be captured by us, but be assured she will likewise succumb and join our ranks in due course. And as for Rarity…?”

She glanced over two blocks to where their fashionista friend was stumbling drunkenly in her sexual stupor, struggling with all her faltering will to make it back home. “Others will attend to her.”

“Others, my queen?” Shadowdash was confused.

“Indeed. I believe some of our friends are already on their way to her,” she grinned, her well-honed magical awareness picking up the underground passage of Timberwolves with at least one other creature in tow. “And as much as I would enjoy watching, we will collect them later. Being bestial in nature, they will be easily bent to our will, and in spreading their version of this so-called curse, they will render their quarry equally animalistic, and malleable. So just as with Spike, we will leave them to it. In the meantime, we have work to do,” Eclipse pronounced.

“I am at your command, Queen Eclipse!” Shadowdash presented herself eagerly, her marehood winking in anticipation of what her mistress might order.

“Then come, my loyal lieutenant. These two may wait, but that does not mean others should. I have a task for you, my dear Shadowdash.”

“What do you require of me, My Mistress?”

“We need converts to our cause, and we must think strategically. We should start with those who can spread our boons swiftest, not just through Ponyville, but throughout all of Equestria. Thus, while I am preparing some surprises for Starlight and converting a valuable new ally of my own, I charge you with the conquest of the Ponyville weather teams so we may recruit more pegasi to our side. I imagine such a task should be both easy and enjoyable for you.” She glanced up at the silhouetted weather team members in the sky, still costumed and shifting clouds back and forth to veil the moon and provide proper atmosphere for the Nightmare Night celebration.

Shadowdash’s eyes instantly lit up. “That will be my greatest pleasure, My Mistress!”

“I’m sure it will,” Eclipse’s raised the other mare’s chin with her magic. “Seduce them to our side by any means necessary, and do have fun in the process,” she directed, pulling her first consort close with her magic and giving her a deep and passionate kiss. “Once you have completed your task, bring them to the castle so they may all receive my blessing… and then be turned loose on the town again in turn. Once they are ours, they will be mine to command… and yours, as their Captain.”

“As you command, Queen Eclipse!” a breathless Dash said once they’d broken the kiss, shooting up into the sky.

Rarity was increasingly unable to walk, think, or see straight.

Every thought, every breath, and every fiber of her being was increasingly consumed with her own arousal, which kept reaching new heights with each stumbling step she took. Her already-wrecked mane was somehow even more frazzled than before and sodden marehood producing a steady stream of cinnamon-scented honey running in rivulets down the inner part of her legs—a scent that had always been a surprise to her lovers; she thought part of the reason Applejack had fallen for her was that it went so well with apples!—it was all she could do to not grab a passing stallion or mare with her magic and seduce them right then and there on the street, though her state and scent alone was enough to turn their heads.

She kept her eyes fixed straight ahead, trying desperately to make it back to her boutique. Her home was but a block away but may as well have been a mile as the distance seemed all but insurmountable; the unbearable urge to just find a doorway and sit back against it, digging her hooves into her marehood while waiting for a convenient pony to pass by so she could grind her overheated loins into them, whether an erect stallionhood or mare’s muzzle, was overwhelming and quickly becoming all but irresistible.

But resist she did, her sense of propriety still holding firm, if only barely. Just… make it… home… she told herself again as she bit her lip at a particularly vivid fantasy of herself at the center of several male partners, all thoughts and worries of Fluttershy gone, hoping against hope that Applejack would be there to quench her growing fire; the urge to rut anything that moved. She even found herself half-hoping the Timberwolves she’d heard earlier were stalking her simply so she might entice them to mount her; so desperate she was for relief!

Please be there, Applejack… I need you… she silently prayed, suddenly finding herself at her front door, fumbling with the key in her aura and to her consternation, dropping it repeatedly before she was finally able to insert it and all but collapse to the foyer floor inside, grinding her hoof into her exquisitely swollen and sensitive marehood when she couldn’t focus her magic enough to do the job in its place.

“Ah!” she cried out, disappointed to find her home empty and that there was nopony who could be with her, having the thought that at that moment, she’d even accept Blueblood if he was the only option, letting him have his way with her if it meant relief. Wh-what is happening to me? Th-This doesn’t feel like a-any estrus I’ve ever HAD! she managed the disjointed thought as she rolled over and continued to pleasure herself on the floor of her own boutique, having left a line of cinnamon-scented droplets on the floor behind her when she entered, unable to remember the last time she felt so incredibly aroused.

And yet, even though she felt her pleasure build, it wasn’t enough to bring herself to climax. For reasons she could not explain, her own hoof and magic wasn’t enough: she needed a partner, and increasingly didn’t care who it was. With that realization, her magic began acting of its own accord to reassemble her punk rocker costume into a very revealing, simple but seductive, emerald-studded pleather dress, one that accented and complimented her altered mane, intending to go back outside and finally give in to her desires, seduce all she met.

“Look out, Ponyville! Rarity is on the prowl!” she announced as she finished and added some additional makeup in the mirror, amazed she could have such skill and focus even as all her thoughts were consumed by one, overriding need and goal:

Having sex with as many partners as she could as quickly as possible.

She had barely finished preparing herself, her constantly winking marehood drooling anew in anticipation of the sensual pleasures to shortly come, when the wooden walls of her boutique rippled before her eyes to either side of her mirror. Excitement and fear rose in equal measure when three shadowy figures materialized right out of it with a series of low, lustful growls and glowing eyes, two sets Timberwolf green and one thestral red…

As she found herself falling quickly into the last set, her final thought was not fear but a great giddiness that her torment was over and she wouldn’t have to leave home to find relief.

“What the...?” Trixie looked around in a panic for the previously present but now-missing Pinkie Pie, thoughts of Twilight suddenly forgotten. “Where did that pink-haired menace go?”

“Never mind that! How did she even wake up? That sleep spell I hit her with should have had her under all night!” Starlight was in equal disbelief, suddenly wondering if whatever part of the curse was in the air had somehow affected her magic… or conversely, had made the curse’s hosts more resistant to it. Okay, this is officially getting scary now! She had a restrain a moment of panic of her own…

Which was only redoubled when a new branch-and-bark-covered figure with glowing green eyes passed ghostlike right through the wooden beams of the clock tower, causing their surface to ripple and then materializing right out of it directly in front of them.

“AAAAIIIEEEEEEEEEE!!!” Trixie shrieked at the Timberwolf’s sudden appearance, stumbling backwards in her shock and fumbling for a smoke bomb.

“Get back, Trixie!” Starlight shouted as she teleported to the other side of the tower and went for her bow again, notching an arrow in one smooth motion, unable to loose it until Trixie was clear.

The intruder looked surprised at the pair’s presence, and then annoyed.

“Dangnabbit! Will y’all shut up already! Ah ain’t that hard o’ hearing!” the half-Timberwolf spoke in a stunningly familiar voice as she rubbed a wooden ear with a paw. “Sorry, but Ah didn’t know anypony was up here or Ah wouldn’t have shown mahself to y’all like this! And you mind puttin’ that little toy down, Glimmer? Reckon Ah’ve had enough to deal with tonight without being hit by an arrow!” she told her, staring at the cloaked unicorn mare through green-glowing eyes that faded to reveal her normal ones, her wood-and-stick body likewise melting back into normal fur and limbs of the Apple family matriarch. “It’s me, so kindly don’t shoot me!”

“G-Granny… Smith?” Starlight lowered her notched bow, but only fractionally, its arrowhead still charged with an explosive spell the unicorn archers of old had used against Timberwolves and Gryphon Talons alike. “But h-how could you…?”

“Long story, but the short of it is, we Apples got Timberwolf magic in us—something I’d never tell y’all if ya’ll hadn’t just seen it!” she said, and Starlight was surprised to feel a moment of satisfaction at having her earlier theory about Applejack’s suspected fate confirmed. “But never mind that right now… Ah just came from the farm and found AJ, Big Mac and Fluttershy all transformed! Had to rescue Apple Bloom from them!”

Trixie and Starlight exchanged a startled glance. “Wait… Fluttershy was with them? And they’re all Timberwolves now?” Starlight asked. Was I wrong about the sexually transmitted curse, then? Are we dealing instead with the proverbial curse of the Timberwolves here? she wasn’t sure any longer.

“Well, Big Mac and AJ are, yeah. But Fluttershy’s ain’t! From the looks of it, she’s transformed back into that danged bat-pony creature Twilight accidentally turned her into a couple years back!”

“Wh-what?” A shaking Trixie pulled herself back up while Starlight was struck speechless.

“Ya heard me! And as for AJ and Big Mac, I knew they might transform someday, but not like that! They’re completely mindless and wanna rut anything that moves! They even all got stallionhoods now! That ain’t normal, even for Timberwolf magic! And if I hadn’t been able to do this—”she let her eyes glow green with her inner power take hold for a moment, causing them to flinch again “—they’d’ve likely taken me and Apple Bloom too!”

“Two… separate transformations… an overwhelming desire to have sex... and they now have stallionhoods?” Starlight didn’t understand, though her brief hope that they weren’t dealing with an STC was shattered. So this is not only an STC, but one that induces physical transformations in its host… that is somehow appropriate TO that host? To what end?

“So enough of mah life’s story, y’all mind tellin’ me just what in the hay is goin’ on ‘round here?” Granny Smith looked between them both. “Ah tracked AJ back to here—before y’all ask, Ah can follow their scent back through the wood they passed through; that’s how Ah found this place. AJ changed here! Ah was hoping to find some answers from the place she first transformed, but so far, just more questions! Like, what was Fluttershy doin’ here too?” She asked as she sniffed at the area around Applejack’s discarded stetson and costume. “And why the hay was she having sex with my granddaughter? Both their spoor is all over the floor!”

With that, everything clicked for Starlight and Trixie. “To spread the curse further and faster…” the former realized with a chill. “To gain and corrupt new hosts…”

“Um, Starlight?” a still-freaked Trixie was staring at Granny Smith, who simply arched an eyeridge and stared back. “Have you noticed that…”

“Think I’m finally starting to understand the parameters of this thing. It first releases some sort of potent magical pheromone into the air that makes potential new hosts amenable to sex even if they wouldn’t have been before, rendering them ripe for the taking,” Starlight recited, mostly to herself.

“Yes, but—” Trixie was ignored as Starlight continued.

“But it’s not just airborne. If it was, we and the entire town would already be infected and fully converted. So clearly, there’s a physical component as well—it needs actual rutting with a fully infected victim to complete the process of corrupting its new host,” she continued grimly. “Fluttershy was patient zero, and Applejack was her first intentional victim. She must have plucked AJ right off the street and brought her here… and of course there’d be no evidence of her if her feathered wings were replaced by bat ones. There’d be nothing to shed.”

“Trixie gets that, but you’re still missing—”

“Once a new host is infected, the curse transforms them into a form more suitable for spreading itself.” Starlight put the remaining pieces together. “When you’re seeking prey, you want to become more predatory... so that’s the common thread between the different transformations to bat-ponies and Timberwolves, then! It’s just drawing upon whatever internal darkness, powers or abilities the host possesses to do so…” she swallowed hard, not even wanting to think of what that might mean for her.

“Starlight!” Trixie shouted, finally gaining her attention. “Trixie understands and agrees with all of that, but haven’t you noticed…?”

Both Starlight and Granny Smith turned to her. “Huh? Noticed what?”

“Her!” Trixie pointed a hoof at the latter. “She was around three infected ‘hosts’ as you’re calling them, but she’s not… you know…”

“Know what?” Granny Smith challenged.

“Well, um… horny…” she grimaced at having to say that so indelicately in front of the elderly mare, who now wore a curled lip.

“You don’t have to say it like Ah ain’t never been it before, missy! What, ya think Ah ain’t never had a roll in the hay? Ah wasn’t always an old prune, ya know!” She took some genuine offense.

“You’re right, Trixie…!” Starlight realized abruptly, her attention now fixed on the older earth pony mare. “She’s not… but why…?”

“Why what?” Granny Smith addressed her directly. “Ah don’t like ponies talkin’ about me like Ah’m not there, young ‘un! So what are you two goin’ on about?”

“Sorry, Granny. It’s just that Trixie makes a good point: why aren’t you affected by the curse?” Starlight clarified, raising her estimation of her friend’s intellect by several notches as she kept coming up with observations Starlight herself had missed. “You were around no less than three infected ponies, and just being around one was nearly enough to overcome us! The curse wouldn’t care that you’re old, and it’s already proven it can twist Timberwolf magic to its own ends, so… Trixie’s right. Why aren’t you affected?” she asked again.

Granny Smith blinked, then rubbed a hoof behind her head for a moment. “Well, reckon it’s been a few years since I’ve had any thoughts along those lines, but… yeah, Ah take yer point,” she granted. “So what does it mean? And more to the point, how do we stop this and cure mah kin?”

“First, we have to figure out why you’re immune…” Starlight knew. “And the only place I can do that is Twilight’s lab. I was already thinking we should go there anyway—we can also get a warning out from there to Canterlot to quarantine Ponyville while we try to stop this from the inside.”

Trixie stared at her like she was crazy. “You want to go… to Sparkle’s lair?” she looked around nervously. “She’s infected, and if she finds us…”

“She won’t,” Starlight was certain. “Not if the curse’s final transformation is beastial like it is for those three, and not if my magic has anything to say about it! Come close,” she ordered them both. “Stand near enough to touch me.”

“Uh…” Both Granny and Trixie gave her a leery look, the former sniffing from a distance at her.

“Oh, for…” Starlight slapped her forehead with a hoof, hard. “I’m not infected! I just need you both to be in physical contact to teleport all of us at once!” she explained in some exasperation, at which point the other two mares glanced at each other and then stepped forward. “Time’s short, so grab on!” she waited for the two to do so, then they all disappeared in a bright flash of light.

As an elated Shadowdash streaked into the sky towards the six-pegasi weather team on duty in the skies over Ponyville that night, she got close and then held up short, hiding behind a cloud to inspect her quarry, appraising them as a predator would with prey.

Though impatient and eager to get started, her mouth and marehood already drooling over the thought of what she was about to do, she restrained herself with some effort. For if she did not put some care and planning into her next actions as she had for the Wonderbolts routines she designed in her far-too-mundane previous life, she might allow one or two weather team members to escape and worse, reveal her and her Queen before they were ready. If that happened, Mistress Eclipse would be gravely disappointed in her... or worse, withhold all her sensual pleasures. And for a loyal servant such as Shadowdash, that was the gravest punishment of all!

“I will not disappoint you, my queen!” she promised in a whisper as she began circling the group at some distance while she planned her strategy, wishing and hoping she’d be back in time to see how Eclipse dealt with her former and future student, knowing the rather epic clashes they’d had in the past. In truth, she had a few ideas of her own about how to deal with the once-impudent-and-still-overconfident mare, and hoped she might yet get the chance to indulge them once she had fulfilled her instructions here!

Using her new stealthy thestral attributes, which included a very quiet wingbeat and nearly invisible profile against the darkened sky, she silently circled the half dozen pegasi from a distance, inspecting and considering each with a lick of her lips as she imagined seducing each in turn. She had known them all quite well in her previous life—the three mares of the group included Cloud Kicker, Blossomforth, and Sunshower, while the three stallions were Open Skies, Star Hunter, and Thunderlane. As was tradition for the on-duty weather team of Nightmare Night, the six were all wearing coordinated costumes for the occasion as well, wearing the improvised garb of ancient Royal Legion soldiers, and even had mockups of swords and shields strapped to their backs.

She smiled knowingly at that. Very shortly, they would become real soldiers in service to a magnificent queen, and their weapons, such as they were, would be their very bodies—in time, they would conquer all of Equestria and Earth without a single drop of bloodshed. And she would show them the way!

Thunderlane was dressed as Flash Magus himself, even wearing a replica of the great shield Netitus on his back, and Shadowdash couldn’t help but smile toothfully at the sight of him, her new thestral fangs gleaming almost as bright in the darkness as her slitted eyes. A recently inducted comrade in the Wonderbolts, Thunderlane had quickly earned the nickname ‘Blunderlane’ when, extremely nervous on his first day as a rookie Wonderbolt and unfamiliar with the barracks, he had misread a sign and blundered right into Spitfire’s private shower, which had later earned him a ‘private inspection’ and ‘special attention’ from their Captain behind closed doors. In truth, Rainbow had received one of those herself following her own failed first performance where she had broken the routine, and even transformed, her loins still tingled at the memory of it…

But payback for that particular pleasure lay in the not-too-distant future; in the meantime, she had a job to do—and very fun one at that! “Your ascention begins now, my former friends and future soldiers…” she promised them all quietly. “And you will enjoy the process!” she announced as she began by simply hovering at a distance from them and seeding the air upwind with her new spoor, allowing herself to become fully aroused to add more to the very atmosphere around her. She then beat her wings slowly to generate a gentle breeze, letting it waft towards the six as they worked with scraps of clouds to keep the moon veiled and the atmosphere on the streets of Ponyville below appropriately spooky under its filtered light.

They had done a good job as always, and Shadowdash couldn’t help but feel a moment of pride for her one-time teammates as she began the first stages of their conversion by letting them taste her new power on the very wind, bringing to the surface all their deepest and most hidden desires. The effects were immediate as the breeze reached them with the barest stirs of their manes; conversations faltered and furtive glances began to be exchanged. Some of the latter didn’t surprise at all as Blossomforth kept looking at Cloud Kicker, who was in turn suddenly appraising Sunshower, but the three stallions of the group were more of a surprise. They had been bantering easily but suddenly stopped talking and made excuses to get further away from each other and were soon looking quite uncomfortable in their costumes, acting as if they were suddenly too constricted on their lower bellies.

Shadowdash’s grin got larger as, now very attuned to all things sexual, she instantly understood the reasons why and decided to save them for later; given the ridiculous reluctance of males to be with each other, they would need more time for their affections to fully ripen. She then singled out her first target—a visibly aroused Blossomforth. The shy mare was now squirming slightly, her cheeks flushed and trying hard to concentrate on her tasks even as her eyes kept going to Cloud Kicker. She kept looking upon her with almost desperate desire and envy as her longtime friend wasted little time in flirting with Sunchaser or stimulating her wings, trapping her on a cloud surface as the three males looked on from a respectful distance, their excitement not helped by the sight or their proximity to each other.

The former Rainbow’s grin got larger at that; she knew full well that left to her own devices, Cloud Kicker would do most of her work for her! But what fun would that be…? She grinned, having the perfect idea of how to get back at her longtime rival and turn her into her best soldier in the process. But first things first… “Hey Blossomforth!” she called out.

“Huh? Rainbow…?” the mare looked happy for the distraction, but also nervous about her state, her wings twitching and threatening to rise from her sides.

Rainbow had to bite her lip to keep from correcting her. It was a perfectly understandable mistake, after all, and for the moment, she needed her quarry to believe she was just the same pony she knew before. “Right here!” Shadowdash waved from above, keeping some fog in the way to hide her features while making sure the moonlight didn’t touch her eyes, else the glow of her slitted pupils might give her away. “Hey, you busy? I need to... borrow you for just a minute,” she said, not entirely keeping the excitement from her voice, licking her lips at the increasingly strong scent coming off the floral-hued mare—pure lilac.

“Borrow me? But…” she looked longingly over at Cloud Kicker, who was now openly making out with a surprised but unresisting Sunchaser in full view of the three males, their wings already fully erect and barely able to keep either aloft.

“It’s okay, you’ll be back in just a few minutes,” Shadowdash said in perfect honesty. “Could you come up here for a second?”

“Um, I really shouldn’t…” she said in a shaky voice, her hoof twice starting to reach down her belly before she caught herself. “I need to…”

It was then that Shadowdash remembered one important fact about Blossomforth—she was shy, but she responded well to more dominant personalities like Cloud Kicker... who was perhaps the most dominant personality in Ponyville existence! —and immediately changed tactics. “Now, Blossoms! Get your pretty flank up here!”

“Eep!” she shouted and instantly obeyed, a few droplets of honey shaking free of her swollen marehood as she ascended, her wings still barely flexible enough to allow it. “Wh-what do you want?” she asked the other mare, then squinted like she wasn’t sure what she was seeing as the fog thinned out. “Rainbow? Are you…”

“I’m perfectly fine…” she assured Blossomforth, who she knew was seeing tufted ears and darker fur, restraining herself from pouncing her long enough to let more of her spoor soak into the other mare’s nose, lungs and body and close range, drawing her desires out further. “Just like you’ll soon be…” she blew away the fog and stepped into the moonlight, causing Blossomforth to start as she finally beheld her friend’s rather exaggerated thestral features in the low light

“Wha…?” she took a half-step back as Rainbow lunged forward and aggressively kissed her, tossing aside her helmet and laying sharp-toothed nips all over her neck, causing her to shiver. “But Rainbow…” Blossomforth gasped, pushing away weakly so she could properly look at the transformed mare that was ravishing her. “Y-you’re not… this isn’t a costume…” she managed in a weak and shaky voice.

“No…” Shadowdash confirmed as she silenced the other mare with a fresh kiss, invading her muzzle with her longer tongue. “It isn’t… and my name isn’t Rainbow anymore,” she told the other mare as she pushed her down on her back into the cloud beneath them, taking the top position as she knew from her association from Cloud Kicker that Blossomforth was vulnerable to. “It’s Shadowdash now. And my mission is to bring you to my mistress and show you the glory of our ways...”

“Mission? Mistress?” To little surprise of her captor, a sorely aroused Blossomforth did not resist as she was placed on her back. “What are you going to do to me…?” she asked in a weak but needy voice, turned on beyond all reason and measure by the predatory pony in a dominant position above her, intent to make her a plaything.

“Nothing but make you one of us. Nothing but show you the time of your life,” she promised the other mare, laying a kiss on her forehead before suddenly exerting her weather control to wrap tendrils of cloud around the other mare’s limbs, immobilizing her causing her to give a fresh eep! as a fresh fetish and accompanying surge of floral nectar was triggered. “Well now. Who’d’ve thought you enjoy bondage, Blossomforth? Well, aside from anyone who ever wondered why you and CK were an item!” Shadowdash teased and booped the other mare on the nose, causing her to shiver and tremble. “So, tell me, filly… would you like to turn the tables on Cloud Kicker? Would you like to become the instrument of her corruption and conversion, just as I’m now doing to you? Would you like to become as I am; an unstoppable predator of ponies able to have whoever she wants?”

““Yes...” Increasingly excited and desperate for release, Blossomforth nodded immediately. “Please… make me yours. And make her mine…” she pleaded, now willing to do anything for the transformed Rainbow. “Do me…” she bared her throat to the other mare in a submissive gesture she’d never given to anypony except Cloud Kicker

Despite her transformed state, Shadowdash’s heart all but melted at that, having taken a liking to the shy mare in her previous life. “Now how can I resist a request like that? Then again, it’s not like I would have given you a choice, Blossoms…” Shadowdash told her with a final kiss, then turned around to straddle the trapped mare, facing the other direction before lowering her hindquarters in her face, letting her own sweet plum scent soak into the other mare’s nose, but keeping it just out of range of her tongue to savor the moment, hearing her whimper.

“Now I want you to eat me out, filly...” she told the cloudbound mare, finally lowering herself the rest of the way to grind her . “Do me just like you do Cloud Kicker. Do it, and you’ll have not just her, but everything you’ve ever desired…” Shadowdash promised huskily as she likewise lowered her head down between the other mare’s spread legs, intending to make her first quarry’s conversion as intense and as pleasurable as possible.

“Do it, and you will be reborn to serve a cause and a Queen far greater than any of us are…” she announced as they exchanged their very first licks.

Author's Note

Well, first up, a special thanks and an apology, folks. I think both are owed to prereader Denim_Blue, who I asked to review this on short notice even though he was working. He did it despite his schedule because I told him I wanted to release today, so I owe him one. Thanks to AJ_Aficionado and Silentwoodfire as well for getting to this promptly and repeatedly; my writing just wouldn’t be as good without any of these guys.

I also apologize for ending this without getting into the large-scale scene I had planned for this involving the entire weather team, but the reason was twofold: first, the scene-setting and slow buildup was taking too long; it felt as if I couldn’t easily shift tones and speed here without it being too jarring. So it seemed better to let this be the buildup chapter and let the truly wild and crazy stuff reside in the next, where the pace could be all-out and I could cut loose without worrying about length or pacing. And second?

And second… I wanted to give notice there are some gay M/M scenes upcoming folks, hinted at here. The way the curse works allows for it and I thought some warning should be given. Never tried a gay scene on fimfiction before, though I have done them in my anthro works. Should be fun! The next chapter will be wall-to-wall sex as Rainbow-turned-Shadowdash completes the conquest of her former weather team comrades, taking particular delight in corrupting at least two members, and events at Sugar Cube Corner reach their climax as well; you’ll find out exactly what Spike does and becomes. And let us not forget Rarity! I think you know what’s about to happen there. The dominos are falling quickly now...

It is possible and perhaps even likely I will put these three scenes into their own separate and shorter chapters just so folks can avoid any topics they don’t like. In the meantime, hope you enjoyed the new chapter, including the opening aside with Discord, Celly and Blueblood, and slow buildup to not just Rainbow’s triumphant scene, but Starlight’s coming fall! :pinkiegasp:

If you enjoyed the new chapter, please hit the tip jar on my Patreon account! Even a dollar or two is welcome!

https://www.patreon.com/firesight

8: A Dragon’s Desires

Spike thought he had died and gone to the Summerlands.

As the object of all his heart’s deepest desires stood presented before him, her tail flagged to the side and glistening marehood winking at him in tantalizing equine invitation, he felt all but drunk on her vanilla scent—Prench Vanilla, he corrected himself with a grin as he stared mesmerized before her, just savoring the moment, his twin dragonhoods pulsing in time with his pounding heart. He wondered again how he could ever have been interested in Rarity when such a wonderful and matronly mare such as Cupcake had been available to him all along, reaching out for her like she was the most beautiful, delicious blue-and-pink gemstone he’d ever seen…

One he still wasn’t sure he was worthy of, finding himself almost afraid to touch her for fear that if he did, he’d climax on the spot or worse, find himself waking up from a dream he didn’t want to end.

It was an attitude, it seemed, that was shared by the other patrons of Sugar Cube Corner as well. “You lucky little…” Noteworthy had begun openly stroking himself as he sat in his chair, his eyes fixed on the scene, not even caring who was watching.

Not even his own marefriend. “Twin stallionhoods and the prettiest mare there is?” Sea Swirl was likewise openly clopping at the sight of them from the other side of the table, her cheeks as flushed as her earth pony coltfriend.

“Hey, like Rainbow Dash says… when you got it, ya flaunt it!” Spike said, leaning back slightly so he could stroke both of his own tapered and ridged draconic shafts in full view of everypony in his audience at once. His actions caused some clear liquid to dribble out the tip and Sea Swirl to lick her lips, while a little further away, Amethyst Star leaned so far forward for a better look she nearly fell out of her chair. “Just like you, Mrs. Cake…”

“You’re such a flatterer, Spike...” Mrs. Cake said, clearly enjoying the attention beneath the remains of her neighponese makeup, her cheeks flushed and showing clearly through the white powder that covered them, backing up a bit to push her femininity closer to Spike’s widened but slitted eyes, slapping his dragon stallionhoods gently with the curled tip of her tail. “Now go on, dear… your order is ready!” she reminded him. “And because you’ve been such a good customer for so long, it’s even on the house…”

“Wow, thanks, Mrs. Cake! And you know, it’s just the way I like it…” He licked his lips once, stepped forward and finally—finally—placed his paws on her hips, taking a brief shuddering breath as he grasped her flanks and began kneading them happily, feeling the tone and texture of her deliciously plump hips beneath his fingers. “With all the Prench Vanilla I could possibly want…” He breathed in her scent deeply, all but able to taste her arousal and the very heat of her body on his darting tongue.

“Only for you, dear…” she said slightly breathlessly, closing her eyes to drink in the sensations as his nose neared her all-but-frantically winking marehood, inviting his gaze and his twin organs into its depths.

“Do her, Spike…” Noteworthy implored him, his voice husky, now leaning back in his chair to stroke the entire length of his slightly mottled footlong stallionhood with both hooves. “Do her for all of us…” he added to the muttered agreement of of other patrons, several of whom threw back their remaining drink and then tossed their mugs aside with a clatter before they gathered close to watch, all openly pleasuring themselves.

“You got it!” he told them all, sparing them all a glance to take in the sight and the realization that he was having this effect on them as much as his new mare, feeling powerful and very heady for it. “Well, you heard him, Mrs. Cake. Like Trixie says, ya gotta always give your audience what they want!” He finally gave her the barest brush of his reptilian tongue against her swollen surface, its slightly forked tip flicking the prominent and still-growing nub at the bottom of her opening, knowing well its role in rutting. “And then leave them wanting even more…” He wrapped the tip of his tongue around it in a trick he’d only learned recently, snaking its slightly rough service repeatedly over her most sensitive point.

It worked on her just as well as it worked on the Cutie Mark Crusaders. “Ah!” she cried out, her hind legs partially buckling beneath her as Spike caught her and held her up so he could continue to pleasure her, bringing all his acquired expertise at oral stimulation—a rare talent among pony stallions, if not human ones, from what he had heard—to bear on her, driving her to even higher heights of pleasure. “Spike, th-that’s…” She couldn’t immediately go on, amazed at not just his effortless skill, but how she was reacting to it, feeling like she was but a young filly experiencing her first time all over again…

Which in some ways she was, never having enjoyed a drake’s company before! “That’s just the start…” he finished for her, licking his lips happily as he savored the taste of his new favorite mare, vowing to repay her in full for all the kindness and free food she’d given him over the years. “Don’t worry, Mrs. C.; there’s plenty more where that came from!” he told her as he gave her several additional licks all along the swollen and slightly darker lips of her marehood, his narrow tongue even managing to slip inside her repeatedly, sending electric shocks of pleasure through her and causing her to gasp repeatedly.

“Oh, Spike!” she said breathlessly between licks, realizing not even her husband’s oral technique had ever been so good, feeling nothing more than a momentary pang of guilt at the thought of him or that no pony would ever be good enough for her again.

“Now, why don’t you do that to me, Notey?” Sea Swirl asked in an almost forlorn tone as she watched the other mare get pleasured, a growing puddle beneath her.

“Well, uh…” he didn’t immediately have an answer, suddenly wondering that himself—stallions generally didn’t, as excepting colt-cuddlers, oral was something generally reserved between mares—but to see it now, it all looked and smelled so good! “You bet I will now!”

“So how are you so good at this, Spike?” Amethyst asked him, leaning in ever closer as she was now pleasuring herself with a construct created from her magic, her pinkish horn glow illuminating all of them.

“Lots of practice…” Spike replied with a slightly muffled voice, feeling a fleeting moment of guilt of his own towards the CMC but his thoughts not lingering on them more than briefly, now shifting his paws inward to pull her marehood lips slightly outward so he could see into her glistening depths, which to Spike was reminiscent of a glittering gem cache and allow his tongue more room to roam within her… which he did quite readily, pushing ever deeper, not immediately noticing his tongue was slowly lengthening but greatly appreciating the depths he found himself able to plumb her with them.

“With who?” Raindrops asked, her wings almost painfully rigid as she watched, now rubbing up against Amythyst, who immediately generated a second construct they could share. “Rarity?”

Spike hissed slightly at that, showing some suddenly more-pointed teeth. “No. And I am so over her…” he told them. “It’s her loss, because all I want or need is you, Mrs. Cake…” he told her before burying his muzzle in her nethers completely, eating her out with abandon as the others cheered their approval, and Mrs. Cake herself moaned, writhed… and finally came with a surprisingly demure cry as she collapsed to the ground, several spasms racking her body as a gush of spurted liquid coated Spilke’s head and face to announce her pleasure. “And I want you bad…” he told her as he happily licked himself clean, still the gentledrake he fancied himself as he gently lowered her hindquarters to the rug beneath them, the other patrons waiting until he was finished to congratulate him and Noteworthy to clap him on the back, the tip of his own drooling organ almost scraping the ground beneath him.

Spike spared him but a moment of surprising interest, tracing the outline of the single equine organ that still dwarfed his own before his attention turned back to Mrs. Cake. Under normal circumstances he might have been squicked at where his thoughts briefly went, but now…?

“Then you can have me, Spike…” Mrs. Cake said in a daze after she came back around, her deep pink eyes opening back up to reveal… they’d gone slitted like Spike’s! Spike himself saw them but was beyond caring, all but falling into her curiously reptilian gaze, having gained an inch of height and size on his own dragonhoods as he felt a surge of strange but very pleasurable energy run through him when she climaxed, not caring at that moment about anything but her pleasure… and his own. The latter had still not been fully realized, but he wouldn’t satisfy until hers was. “Whenever and however you wish…” she promised him, not resisting as he immediately took her up on that offer to gently, but insistently, roll her over, not stopping until her belly and full teats were in full display.

“Whoa. You’re gonna take her on her back, Spike?” Sea Swirl asked, suddenly sitting bolt upright.

“How kinky!” Raindrops added, stealing kisses with Amethyst.

“Yep! You got it, colts and fillies! We’re gonna do it human-style!” Spike announced with another lick of his lips as he placed his paws on her belly, moving to knead her swollen teats even as his thoughts cast back to the human versions of his friends he knew on the other side of the portal, wishing he could do this with them. He’d only been able to nuzzle theirs occasionally in his canine form, which was certainly fun, though to his delight he found Mrs. Cake’s almost exactly the same size, shape and texture as theirs except they were still laden with milk for her twin foals…

A milk he immediately began partaking of, reaching down with his muzzle to suckle her in an act that, coming from an egg and a non-mammalian species as he had, he had never gotten to enjoy, wishing not for the first time that he’d been born a pony. But then again, if he had, he wouldn’t be able to use his sharp teeth, talons, tongue, and twin organs to good effect!

“Oooohhhh…” Mrs. Cake all but melted at that. She had heard talk from Twilight once that human teats were an object of desire for their stallions, but she was now getting a very vivid illustration as to why as the milk she kept for her infant twins—and once in a while for Mister Cake when she needed relief and they were feeling particularly randy and kinky!—was suddenly delivered to Spike, whose soft kisses and slightly rough tongue she felt keenly against the sensitive skin of their engorged mass as he drank from one while fondling the other, then switched, her body responding by wriggling and writhing repeatedly as she tried to force her tingling mammaries up into his waiting maw, delighting in the feel of his lips, tongue and increasingly predatory fangs against them, making them feel exquisitely engorged and heightening her sensations even further. “That’s so…”

“Hey, don’t be greedy, Spike, save some for us!” Noteworthy pled, but Spike now had a mouthful of warm, creamy milk and didn’t reply, gulping down all he could.

“Oh, don’t worry, dears, I’ve got plenty!” Mrs. Cake said without thinking, suddenly wanting to feed everypony there! “But he gets his fill first…” I could be mother to Spike… mother to everypony… the disjointed thoughts crossed her mind as impossibly, she felt a second climax nearing from stimulation to her teats alone, only barely aware of a sudden sound on the stairwell announcing another pony’s return.

“Honeybunch…? What’s all the commotion down here? And why does it smell like...” Mister Cake called down only to trail off and his jaw to fall open as he beheld the scene from the bottom of the stairs, watching as Spike spread his wife’s legs and stepped forward to place his twin dragon organs directly between his wife’s teats, their unusually large mass nearly engulfing them directly except for his heads. “Honey? Spike? Wh-what are you doing?”

The entire room froze, but for only a moment; the fleeting moment of chagrin both Spike and Mrs. Cake felt rapidly subsumed by the act and the sensual compulsion that had already nearly consumed them.

“Oh, hello, dear! Spike was just about to show me how humans mate!” She looked up at him, finding she could now somehow see the very heat of his cheeks, then back down at some amazement at her state and the fact that Spike wasn’t stopping… and she wasn’t stopping him!

“Yep! It’s okay, Mister Cake! It’s just she’s been so nice to me over the years I really wanted to pay her back! And for your first human mating lesson, here’s a little something the human guys call paizuri…” Spike announced as he began grinding his twin organs between her increasingly large milk-laden teats, thrusting them in and out while pressing the mass of her soft and pillowy mammaries against the sides of shafts, their ends now drooling steadily on her belly as all present watched in amazement, none more so than than Mrs. Cake, who stared in disbelief down her own belly, not just at the act or that her own husband was watching, but at how incredibly good it made her feel...

“Aren’t we there yet?” a nervous Sweetie Belle asked Scootaloo, who was only going at a third her usual speed as she pulled them along the wagon, picking her way along the darkened Everfree Forest trail to Zecora’s house. “Pick up the pace, Scoots! I don’t wanna get caught out here!”

“Hey! I can’t see out here any better than you! Do you want the wagon to take a spill over a root or vine while you’re in it? If I can’t see the path, I gotta take it slow!” An annoyed Scootaloo answered, her wings buzzing, taking the time to buckle on her helmet a bit tighter.

“And if we get ambushed by Timberwolves out here, it won’t matter!” Sweetie Belle replied tersely, wishing Spike was there with them, both so he could light the path and for the fiery deterrent he could give to any of the magical woodland creatures who might menace them. “Can’t we just light a lantern?”

“No!” Scootaloo answered in as sharp and harsh a whisper as she could. “If we do that, then anypony could see us coming a mile away! We don’t want to attract attention in the Everfree at night!”

“Yeah, well it ain’t like your wing buzzing won’t attract attention anyway!” Sweetie Belle shot back irritably, still wearing a cardboard costume done up to make her look like a robot. “Seriously, could you be any more loud?”

“I’m doing the best I can! You wanna walk the rest of the way, Sweetcheeks?” Scootaloo threatened, calling her friend by the nickname Spike had for her.

“Guys, y’all need to chill out. We ain’t gonna get there any faster by fightin’,” Apple Bloom replied, trying to be sensible one, still in the remnants of her scarecrow costume. “Granny Smith made sure there weren’t anypony following us. We all need to stay calm and get there in one piece.” In truth, she was afraid too, and still more than a little freaked over the revelation of a family curse; one that she in all likelihood shared, wondering how she was ever going to tell her friends or if they’d even accept her afterwards.

“Oh yeah? And given how bad her eyesight is, how in the hay could she tell?” Scootaloo asked suspiciously, thinking Apple Bloom had been acting strange ever since she got back. “So you gonna tell us how you two got away back there or not?” She asked as she resumed their journey with as much speed as she dared, but as bumpy as the ride was over the rough ground, she worried even that was too fast.

“Just… later, okay?” Apple Bloom responded in a subdued tone, not yet ready to accept what had happened and what she’d learned. Granny Smith had been very careful not to give herself away as she let her granddaughter lead them to the CMC’s old HEDGE clubhouse, where they found the other two fillies huddled. She transformed herself back before appearing to them, proceeding to repeat the same instructions she’d originally given Apple Bloom—get to Zecora’s and stay there until she went back for them.

The other two fillies were no more happy about that than Apple Bloom, but acceded, having seen what her big brother and sister had turned into. To say nothing of FLUTTERSHY! Apple Bloom shivered again, still unable the shake the image or desire of herself orally pleasuring her thestral stallionhood—and how weird was that to even think?—or even being rutted by it, being pinned on her back and taken by the long shaft that was at least slightly more tapered than the pony norm.

She was hardly a virgin; none of them were after the past few months with Spike—Celestia knew they’d run through probably half the Pony Sutra book Spike had slipped out of Twilight’s library by now! But she reacted to the idea as if she was, finding it somehow almost unbearably erotic and enticing to think about; she’d been in a constant state of low-level arousal ever since the encounter with the corrupted threesome at the farmhouse even despite the danger they were in. Or is it because o’ that…? the odd thought crossed her mind.

“Fine. You can have your secret. But how can you stay calm after all that?” Scootaloo challenged, looking back at her in the gloom; Apple Bloom could just barely see her pegasus friend’s head turning to face her.

Because somepony has to, she didn’t say. And because if Ah think about it too long, reckon Ah’m gonna freak worst of all… “Because Ah know everything’s gonna be fine,” she lied, grateful the darkness hid her reflexive swallow and badly forced grin. “We just need to get to Zecora’s place. She’ll probably be home by now, and we can hide out with her. We’ll be safe from the Timberwolves, and with all her potions, she might even have to way to fix all this!” she said hopefully, wondering if she could be cured of her potential curse before it ever manifested.

“Yeah…” Scootaloo was at least momentarily mollified, resuming their journey down the path and to their collective relief, before long, the lights of Zecora’s home were in sight.

“We’re here! And she’s there…” Sweetie Belle announced in relief, feeling some tension start to drain away as she and Apple Bloom removed their helmets and piled out of the wagon inside the perimeter of her compound, relaxing as they passed the barrier where her various alchemic wards were placed to prevent passage by Timberwolves and other undesirable forest denizens. “Let’s go inside.”

“Right…” Apple Bloom immediately agreed as Scootaloo left her scooter still hitched to the wagon and fell in behind them, waiting as Sweetie Belle knocked with some urgency on the door.

They heard hoofsteps coming to the door, but it did not immediately open. “And who are you, that would come here so late? To be in the woods now is to sorely tempt fate!” Zecora’s voice warned from the other side, an odd undertone to it.

“Zecora! It’s us!” Apple Bloom called out somewhat frantically. “It’s me, Sweetie Belle, and Scootaloo! Something’s gone wrong! Mah kin have become monsters! And Granny Smith told us to hide out here ‘til she came fer us!” she said in a trembling voice.

“Monsters, you say? Now that seems unkind. But perhaps you just need a chance to unwind,” she answered slightly nonsensically, causing the three to glance at each other in confusion—they were usually pretty good at interpreting her rhyming speech, but none of them had any idea what she meant. “Come in then, and all will be well. And perhaps I can draw each of you out of your shell…” she trailed off in a voice Apple Bloom could only describe as slightly salacious as the door latch was released and swung open to show the inside of her home, somewhat more dimly lit than usual even though there was an active cauldron burbling in the center of the main room.

Despite their unease, they quickly went inside, chalking it up to her having made things more atmospheric for Nightmare Night, which they knew she did good business during, sighing with relief as the door was shut behind them and locked. But their relief quickly turned to fear when Zecora spoke again, stepping forth into the light to reveal… a very un-pony set of fangs along with tufted ears of the thestrals, her stripes muted against a much darker-colored coat. Her altered form rendered her all but invisible in the low light except for her bright white teeth and green-glowing eyes, which shone quite clearly as she snuffed the lights, licking her lips as she considered the three visitors who had just walked willingly into her web.

“For Queen Eclipse warned me that others might come. And directed me to give a welcome that was second to none!” she grinned, showing her teeth as she tossed a small vial in their midst. They barely had enough time to register its presence or the potential danger they were now in before it broke against the stone floor, in a burst of vapor that even the barest whiff of caused both intense and irresistible arousal and a series of vines to spring out of the floor along cracks in the stone, snaking around their limbs even as it pulled them up and spread them wide.

“What’s happ— mmmPHF!” Scootaloo found her muzzle swiftly filled by a rapidly thickening tendril whose end quickly turned into a large bud which quickly bloomed into a brightly-colored but rather obscenely shaped and surprisingly solid flower, its scent and sweet nectar immediately causing her to suckle it.

“Z-zecora, no!” Was all Apple Bloom managed before a vine likewise found her muzzle and plugged it while the remainder of them began removing her costume none too gently, ripping it apart from the inside and exposing her adolescent body inch by inch.

“Holy…” Sweetie Belle was last to be silenced, but having gotten the biggest lungful of Zecora’s creation right when it burst, she was also the least resisting, watching in amazement as the alchemic creations snaked all over her body and began tracking along the inside of her thighs, coming inexorably closer to invading her most private areas, mentally urging them forward as they triggered a fetish she didn’t even know she had. But there was nothing in the pony sutra book about… THIS! She mildly protested as to her great frustration the tendrils teased but did not enter her.

Zecora looked very gratified by their reactions, letting their predicament sink in for a few seconds. “My mistress is mighty and to me gave her trust. She told me that to snare others more swiftly was an absolute must! Task me with doing so alchemically, she did. So of all inhibitions, let us now be rid!” She before downing a second potion, this one glowing blue.

“So relax, my fillies, and do not resist. In fact, I’m afraid, I really must insist!” she grinned as the magical liquid took effect and an oversized zebra erection sprung up between her legs, causing their eyes to go wide and adolescent marehoods to begin arousing in anticipation, multiple sweet scents filling the air as the earlier potion took full effect on them. “Fear not, young friends, for what you gain is no curse. I will share my queen’s blessing, and you three shall be but the first!”

Mr. Cake watched dumbstruck as Spike openly pleasured himself against his wife’s belly in a means he’d never even imagined or dreamt of in their own increasingly rare rutting sessions, which took a proverbial back wagon seat to running their store and raising their foals.

Either due to the unlikeliness of the scene or the heavy-cream smell of multiple mare arousals in the air, including the well-known vanilla scent of his wife—it had always been their little joke that her essence was in fact Prench Vanilla, given the Prench maid outfit she sometimes wore for him—he stood frozen at the bottom of the stairs behind the counter as Spike—Spike!—turned his wife into his plaything while the other patrons watched with incredible eagerness, as openly aroused by the whole scene as Spike clearly was…

As increasingly, he was…?

It was only then he realized he was quickly growing quite rigid himself, his equine erection expanding steadily until it reached its full proportions. Every breath he took, every whiff of vanilla and other odors he caught, and every moment he stared at the strangely erotic scene only served to heighten his arousal further, and soon he was just as rapt an observer as the rest.

“But… this…” some part of him still tried to weakly protest even as he found himself compelled to slowly walk forward, through the swinging gates of the counter and out into serving area where Spike had his wife laid on her back on the plush carpet in the waiting area, barely even noticing Amethyst’s aura releasing his knot on his apron as he approached, letting her and everypony else see the full dimensions of his stallionhood. “This isn’t…” he couldn’t finish the sentence as Spike’s groping paws squeezed more milk out of his wife’s unusually swollen teats, not just to lubricate already-slickened shafts further but to simply see how far he could now spurt it.

The answer was a considerable and surprising distance, which he used to indulge his audience with a few squirts in their direction, aiming her milk at their muzzles. “That is so hot, Mrs. C…” Spike told her again, but the matronly mare’s only reaction was to moan as she reached climax for a second time from mammary stimulation alone, something she—and all watching—hadn’t even thought was possible! “You’re the most beautiful mare in existence…” he said, kissing each of her teats—her mark of motherhood—in turn.

She responded to his flattery and stimulation with an arched back and a single shuddering breath that turned into a long and contented exhale of surprisingly hot breath; for a moment Mr. Cake thought he saw and smelled smoke come out of her mouth. “That’s my mare!” Spike told her, relenting his actions long enough to allow her to fully enjoy her climax and then climb back down off her high… but only partially. He still hadn’t come himself, as intent on her pleasure as he’d ever been with the CMC, even though the pressure in his loins was steadily building, as was his own desire for release and to take her fully.

“But… she’s… my mare…” Mister Cake said in an almost forlorn tone, despite his twitching organ, barely even aware of Amethyst and Raindrops moving to flank him, not resisting as they began nuzzling his hanging apples from behind. And yet, for the first time in his increasingly altered state, Spike took that as a challenge, pinning the other male with a slit-eyed stare. He was now standing at least two inches taller than he had before and had gained nearly as much length on his twin organs; there was also a curious itching starting to develop on his upper back in two places. He vaguely remembered Ember mentioning that had happened to her once a century earlier but couldn’t remember the context or much care about it at that moment.

“She’s mine now…” Spike informed him in a tone that sent a tingle down his spine, a callback to some roleplay he and Mrs. Cake had done in the past and made his stallionhood only twitch even harder. “Everypony here is mine…” he addressed all in the store, and nopony said a word of objection as he puffed some green vapor into the space, adding some spoor of his own to the various arousal odors in the air, a sharp-smelling smoke that only made thoughts even more heady for the non-dragon denizens, and somehow drew them even more strongly towards Spike.

“Now, now, Spike, there’s enough of me to go around…” Mrs. Cake played peacemaker as she rolled back over, still a mother even as she was ready and eager for more.

Her voice was enough to make him relent, causing to slump slightly, though he never lost his excitement. “You’re right, Mrs. C. I don’t wanna be greedy like that other time. Friendship is sharing, so I will… on one condition,” he announced, an odd gleam in his eyes growing as she turned the face the pair, presenting his noticeably enlarged organs to the pair.

“And… wh-what’s that?” Mr. Cake asked somewhat shakily as after a couple lungfuls of smoke, he found his eyes fixed not on his wife, but impossibly, on the young drake’s exotic equipment.

Spike instantly noticed, and grinned, showing his sharpening teeth again. “Like Twilight always says, sharing is a two-way street. So if you want to share her, you have to share me, Mister Cake…” he informed him with an evil grin, indicating what he meant by standing back up, now nearly as tall as the larger stallion as he presented his two milk-slickened organs, one pointing at husband and wife, crossing his arms over his larger chest and waiting. “Ember says that dragons keep harems as well as hoards, and if you’re gonna be part of mine, you gotta earn it, you know…” He puffed out more smoke as the itching on his back grew, watching and waiting as the pair gave each other but the barest glance before moving forward to obey, their heads lowering slowly towards his waiting dragonhoods…

Within moments, husband and wife were pleasuring his twin organs at once, his hands on the back on their heads holding their unresisting forms in place. As he threw back his head and rumbled happily in a deeper growl than he’d never made before, he was surprised to feel one final, fleeting moment of regret for his actions; for forsaking the CMC, for what he was doing and potentially doing to the Cakes…

And then he opened his eyes to see both husband and wife servicing him, and all was forgotten, subsumed by an all-consuming need to make them his. He was only barely aware of the cheers and commentary of the other patrons, who were demanding their own turns; even Noteworthy was repeatedly licking his lips and drooling as he watched the scene. But all he cared about then was completing the act, of finally climaxing after an entire evening of endless arousal and claiming the two earth ponies as his own.

“Oh yeah…” was all he managed in a suddenly deeper voice as he began thrusting in and out of their muzzles with increasing urgency, a wisps of smoke coming out his nose and adding even more enticement to the very air around them, Mister Cake’s initially somewhat tentative efforts now as enthusiastic as his wife’s, orally pleasuring him with equal abandon as Amethyst and Raindrops moved to do the same to him and his wife from behind.

Still feeling somewhat possessive, Spike might have objected to that but was beyond caring as his all-but-overwhelming urges drove the act to completion. The itching in his back grew as the pressure in his loins built, and then he arched his back and breathed fire into the air as he came with a surprisingly loud roar. He climaxed into their waiting mouths just as a set of dragon wings sprouted from his back, flaring forth as he filled the muzzles of his first mare and stallion with his seed, not letting them go until they’d swallowed every drop he could offer...

Not until he had made them his own.

Finally, at least momentarily spent, he let them go, sitting back heavily and only barely aware of his new appendages. The two earth ponies likewise stumbled backwards, speechless as they sensed a surge of magical energy go through them imparted by the act and dragon seed Spike had delivered. They collapsed. They shuddered on the floor. And when the surge had passed...

“Oh my…” was all Cupcake could say as she stood back up to find herself breathing green smoke of her own out around the edges of her suddenly altered teeth and tongue, the former sharp and the latter more narrow and darting, having a taste for sapphires as well as sweets.

“H-Honeybunch…?” Mister Cake’s eyes had gone slittled like Spike’s and his wife’s, suddenly finding himself seeing heat as well as light, and then looking down to realize…

He suddenly had two stallionhoods, a second rapidly growing to take its place beside his first!

Author's Note

Welcome back to the story!

First and foremost, let's address the elephant in the room--the CMC/Zecora sequence. Whether I detail what follows in Zecora's home or not is completely up to you, folks. I personally don't consider it foalcon because the three are adolescents now; they've all had their first heats and are certainly no stranger to sex in this story. In my headcanon, ponies get sexually active a lot earlier than humans, not just because of their estrus cycles but because they're culturally more permissive. But if the idea makes too many people uncomfortable, I won't do it; I'll just show the aftermath instead. It will all depend on the feedback I receive, so sound off in the comments if you do/don't want to see it. I'll probably also make a blog post for the purpose of collecting feedback this weekend.

But that was a sideshow here; don't let it detract from Spike! Our formerly baby dragon is growing up before our eyes. If one of the main thrusts of the curse is to bring out more predatory attributes in order to facilitate spreading itself faster, then for Spike, that means an accelerated adolescence of sorts to turn him into a far larger and more mobile drake. What does this mean for the Cakes and the others there? You've already got some major inklings of it!

This is the first of a series of shorter chapters focused on a single scenes broken by a single interlude, focusing on the corruption/corrupting of the remaining major characters. Next up is Rainbow and the Weather Teams, followed by Rarity and company, at which point the stage will be set for Starlight vs. Eclipse, beginning the climactic phase of the story (no pun intended! Really!) Yes, I could have continued this chapter as there's more to come with this scene, but it felt like a full chapter and that this was the right place to leave it off.

Thanks as always to my prereading crew of AJ_Aficionado, Silentwoodfire and Denim_Blue. And if you like, be sure and hit my Patreon tip jar!

https://www.patreon.com/firesight

9: Earthside Interlude

“Best… Halloween… Party… EVER!” Pinkie Pie shouted with an explosion of sugar sprinkle confetti as she raised her head from the water-filled barrel with her prize, a candied apple fresh from Sweet Apple Acres in her teeth, the entire Canterlot High campus spookily decorated and given over to the school party… and now packed with the students and staff from both Canterlot High and Crystal Prep.

“Yep! I gotta admit, this was a really good idea on the part of Principal Cadance,” Sunset granted, looking around at the mingling student bodies and all the activity booths, food stands and games she saw, all being greatly enjoyed. “I think this is the most fun the two schools have ever had together!” Well, short of what happened at the end of the Friendship Games… she felt compelled to amend her statement with a glance down at Twilight, who was working on some electronics before her.

“You said it!” Applejack agreed. The Halloween party was a joint affair, held following a yearly football game between the two schools. It had been a hard-fought match but had ended in a narrow 28-24 victory for the Shadowbolts squad that earned both teams cheers and mutual respect.

Yeah, we lost, but Ah reckon we made a really good game of it this time. If nothing else, it beats the heck outta always being thumped by fifty points like before! Applejack thought as she restocked the apple-bobbing barrel along with her big brother, dressed as she was in an orange afro over a white headband and green zip-up jacket, a pair of binoculars around her neck as well as a camera; her part of the costume theme the Rainbooms had selected. “Reckon Ah wasn’t sure about it at first, but bringing Canterlot and Crystal Prep together for a Halloween party postgame was a great idea!” she said in satisfaction. “Don’t’cha think so, Big Mac?”

“Eeyup,” Big Macintosh agreed, complimenting her sister’s attire by wearing a detective’s overcoat with an uncinched brown tie and a small bandage on one cheek, a mock police badge hanging out of a pocket. “Gotta say, so was the band-versus-band costume contest you and Dash thought up! Reckon you also came up with a real winner for a theme there, sis,” he said, motioning down to his own costume.

“Thanks, ‘Scruffy’,” she teased. This time, the various competitions were only for bragging rights and a few gift certificates, though they weren’t restricted to the students. Aside from the costume contests and party games, the staff from the two schools had also gotten into the competitive spirit as well. Joint dance DJs Vinyl Scratch and Lemon Zest were currently hosting a rather surprising rap battle between Ms. Zecora, the popular Canterlot High chemistry teacher and Iron Will, the feared gym instructor and head football coach of Crystal Prep. Cheers were going up from both groups of students as their respective instructors took turns roasting each other and their institution with rhythm and rhyme, though it was all in good fun and neither resorted to any insults or lyrics that were obscene or particularly mean-spirited.

“But full disclosure—it was actually Twi’s suggestion, and most of the costumes came from Rarity,” Applejack admitted, admiring her older brother who, true to form, was pitching in and helping out at his old high school without any hesitation. Unassuming but dependable and never asks much back in return… she felt a moment of warmth as she admired his costume, one he had selected and put together himself once he’d heard their choice of costume theme. And of course he chooses the character most like him… ‘cept Ah reckon he’s more than a mite smarter! “And gotta hand it to ya, Rares—ya did a bang-up job, too!” she added with a nod to her friend at her right.

Rarity all but preened. “My pleasure, darling!” she said, looking very dapper in her burgundy skirt and dress jacket that contrasted nicely with her black vest and nylons with high heels and frilly white cravat, her hair dyed silver for the occasion. Though she’d originally meant to emulate a certain whip-wielding prosecutor in the games they had drawn their inspiration from, she had changed her mind at the last minute and elected to dress up as her favorite character of the series instead, even if it required her to come up with a gender-swapped version of him. “I’m quite pleased at the results given this was a truly challenging theme…”

“I still think my idea would’ve been better—but that’s okay. This is the most fun I’ve had in ages!” Pinkie announced as she crunched loudly and happily into the apple’s hard candy shell, careful not to drip water or crumbs on her purple-and-cream kimono with dark red sash, her ensemble completed by a necklace of large pearl-like orbs at the bottom of which was a comma-shaped gemstone she’d fashioned from glass. She’d chosen the character ‘for how fun!’ she was instead of the one clown of the series, whom she’d said before was ‘totally unfunny and totally not me!’

“Pinkie, we ain’t gonna dress up for a school Halloween party as Coital Convent characters!” Applejack said as she picked up the entire barrel to find an apple that had rolled away, causing some of the Crystal Prep students to take a step back in surprise. “I mean, seriously?”

“Yes, seriously! We could totally pull it off! I mean, both we and the Shadowbolts have got the right equipment now and everything!” Pinkie replied, her words immediately attracting the attention of three of the latter, who were standing at the next booth over, which had cornhole boards set up.

“Coital Convent? Wow. That is like the worst idea ever,” said Sugarcoat as she walked over with Sour Sweet and Indigo Zap, the three dressed as Power People characters, the latter of whom ignored Pinkie’s suggestion to immediately challenge Rainbow to an arm-wrestling contest in her Zapp costume over a spare barrel.

“Oh, definitely! I’d like nothing better than to dress up as nuns who get turned by an all-powerful demon into stallion-cocked sexual playthings!” Sour Sweet sneered from under her Saddle Rager costume, only to suddenly blush and shift uncomfortably. “Unless it’s Midnight doing it…” she added quietly with a longing look at Twilight, who cringed.

“No! No, really! I really think I’m onto something here!” Pinkie continued to insist. “There’s enough roles in there for all of us from both schools! Applejack, you could have been demon steed Layal, Rainbow the Sister Superior and Sunset could be the Demon King… no offense, Sunset.”

“None taken,” Sunset responded automatically with a chuckle, content to just stand back and take in the Halloween scene, Twilight at her side as she continued to tinker with the final part of her friend’s costume. Most of the students had gathered on the school steps to have their pictures taken in costume together… both for mementos and so they could be judged as to who had the best Halloween attire by the three principals, who gotten into the spirit of the day by dressing up as well. “It’s good to see you girls again. Twilight told us all about what happened with Chrysalis before she left…” she told the two Crystal Prep students, causing the pair to blush and exchange a slightly furtive look.

“And we heard what happened with you guys at Camp Everfree, gaining superpowers and all,” Sour Sweet quickly changed the subject with a slightly forced smile that quickly turned into a frown. “Not that I’m jealous or anything…” she crossed her arms and growled under her breath, eyeing the small stone pendants around their necks.

“Well, ya’ll beat us in football—again—so reckon ya’ll got braggin’ rights fer tonight,” Applejack said, tossing them candied apples right out of the barrel, the crisp shells done up in flavored rainbow swirls. “But the costume contest is another matter! Nice Power People, by the way!”

“Thanks! You guys look good too. Perfect costume choice. For total dorks…” Sour Sweet couldn’t quite keep herself from saying as she bit into her apple.

“You’re just jealous, darling…” an unruffled Rarity said as she modeled her prosecutor’s suit. They’d gotten well enough used to the personality quirks of their Crystal Prep counterparts by then—and vice-versa. “Though in fairness, I think our respective Principals should enter the contest as well…” she said with a nod to the stairs where the judging was taking place.

“Yeah, maybe,” Sour Sweet granted. Principals Celestia and Luna had done themselves up in surprisingly convincing fashion as the legendary but long-vanished heavy metal rock rivals Daybreaker and Nightmare Moon, while Cadance had dressed more conventionally as a particularly glittery princess. To their surprise, Dean Sombra was also in attendance from Everfree University acting as an honorary judge, costumed as an evil king in dark robes and makeup, wanting to see the new spirit of cooperation between the two schools as well as what Cadance had done with his former academy since the days of Principals Cinch... and Chrysalis.

“So where’s this other Twilight we keep hearing about?” Sugarcoat looked back and forth. “The pony one who’s a princess or something in her world?”

“Unavailable, apparently. And quite the shame for it,” Rarity sighed as she sipped her own cup of punch. “Don’t you agree, Twilight?”

Twilight tensed, her efforts on the electronics in front of her faltering for a moment. “Uh, well… no offense to her or any of you guys, but… I’m really not that comfortable around her.”

“Really? Why not?” Spike asked from where he sat in Fluttershy’s lap, dressed somewhat oddly as a parrot while Fluttershy wore a very similar costume to Pinkie’s except for the color, sporting a more pinkish kimono and purple sash. “I think she’s really nice! And I enjoy being with that world’s Spike a lot, too! We swap stories and play games! I show him how to be a dog and he tells me all about being a dragon! He’s teaching me to play Ogres and Oubliettes, and I’d love to cross over just so I can eat gems and breathe fire like he can! He says sapphires are particularly delicious...” He turned wistful as Fluttershy patted his head.

“How can I put it…?” Twilight looked unhappy at the turn the conversation had taken even as she continued to tinker, holding multiple implements in her magic. “It’s just that… well…”

“It’s just that it’s really weird and creepy finding this alternate version of you that’s not only a pony but a master mage and princess who can do all sorts of things you can’t and worse, didn’t let magic turn her into an all-powerful sex fiend right out of the perviest hentai imaginable that fed me a stallion cock, turned Indigo and Sunny along with Sour Sweet into raging futa lesbos, and converted the entire school into your private sexual playpen,” Sugarcoat finished for her in perfect deadpan, causing Twilight to blush hard and the entire mixed audience to fall silent and stare. “What? It’s true!”

“That doesn’t mean you have to say it!” Sour Sweet cuffed her lightly from behind as Rainbow and Indigo’s arm-wrestling contest ended to little surprise in a draw. “Even if it’s true and now I am…” she found herself appraising Applejack at that moment, earning a smirk from Indigo when the athletic Shadowbolt saw where her classmate’s eyes went.

“What… Sugarcoat… said…” Twilight admitted somewhat wanly, having more or less come to terms with it but was still reminded instantly of why she’d finally had to leave Crystal Prep. “Uh… thanks?”

“Anytime. And if you’re going to spike the punch, Pinkie Pie, it needs more cinnamon whiskey,” an unrepentant Sugarcoat noted as she sampled the drink in the bowl that was set on a table by the bobbing barrel.

“More? Got it!” Pinkie Pie immediately slipped the contents of another flask in, then offered the blunt-spoken Shadowbolt another drink. “How’s that?”

“Perfect,” she pronounced after another sip, then tossed back the rest of her plastic cup in a single swig and found herself glancing with a momentary blush at the still-unrepaired ruins of the Wondercolts statue.

“Yes, well…” Rarity decided the topic was best changed, hoping no teachers were walking by. “I can understand your reluctance, Twilight, even if I would love to meet my own counterpart! Think of the fashion collaborations we could have! It is a pity, though, about the Princess. I was so looking forward to hearing the latest from her of the pony realm!”

“Is that so, ‘Myla?’ Rainbow Dash asked with a smirk, using the name she’d come up with for the gender-swapped version of her friend’s character. The athletic speedster was also dressed in business attire, sporting red slacks and vest over a white dress shirt with rolled up sleeves that revealed a single thick bracelet on her left wrist, her hair remaining its original colors but styled into two forward spikes. “I think you just wanna get it on with all the dragons over there again!” Rainbow got into character by pointing in dramatic fashion at her friend.

“‘Polly’ wanna cracker, darling? Or just the griffon version of Gilda like before?” Rarity riposted, causing Rainbow to mildly fume as chuckles were heard. “I must say, I thought we were surefire winners of the costume contest until now. But there is truly some stiff competition about!”

“Oh, come on. With these get-ups, we’re a shoo-in for the best band costume theme!” Rainbow boasted, cinching up her tie a little tighter with the hand that had a bracelet on it, her tomboyish looks matching the character she played surprisingly well.

“I don’t know…” Sunset finally spoke up, downing a fresh glass of punch, a slight swaying and rosiness of her cheeks indicating she’d had more than one by then. “We look good, yeah, but have you seen the costumes of Trixie’s band? They really went all out, too,” she noted as Twilight wrapped up her work and gave Sunset the final piece of her own costume, a small medallion on a chain which she put around her neck. “They could win.”

“I like Trixie in her costume.” The medallion suddenly spoke up in a synthesized voice through a pixelated smiley face, causing its wearer to eep! and clamp both hands over it, to the laughter of all her friends. “You know, I think you did a little too good a job on Widget here, Twilight…” she said, having completed the group theme by wearing a short yellow jacket over an untucked white blouse with a loose blue tie and her hair restyled and tied off a blue bow, a black glove worn on her right hand only.

“Well, making a pocketwatch-sized computer that recognized and expressed the innermost thoughts and emotions of its wearer was quite a challenge… but I couldn’t be more pleased with the result!” Twilight giggled herself, wearing the blue business suit, vest, and red tie of the gender-swapped version of her own favorite character in the series, her hair styled to be backswept and pointy if still in her usual colors. She immediately moved on to using her magic to control her selfie drone while Spike played with his robot companion.

“So you really like Trixie, eh, ‘Athena’?” Rainbow nudged Sunset and gave her a teasing grin.

Sunset’s cheeks instantly went a deeper hue. “Wha? NO! What makes you think that I…”

“She helped me save your memories and she’s really cute in that outfit,” the faux Widgit confirmed unbidden, causing a mortified Sunset to bury her head in her hands as all her Canterlot and Crystal Prep friends burst out in laughter, pausing long enough only for Twilight’s selfie drone to take a picture of them all.

It was at that moment Flash Sentry and his band came up, having just been presented to and judged by the school heads; by the cheers of both sides their costumes had been well-received. Trixie’s group was up next, and the cheers that greeted their costumes were even more raucous, as the four members of her band were dressed in outfits that ranged from Little Red Riding Hood attire that included a large scythe to Trixie herself wearing an ice-themed outfit that matched her frosted hair. She was dressed in a winter-hued short skirt and blouse punctuated by a few black and red highlights with her ensemble completed by a very stylized rapier she’d clearly spent a great deal of time and effort on.

“Hey, Flash… nice costume! Since we were just talkin’ about her, don’t suppose you’ve heard anything from Princess Twi? She gonna be crossin’ over again anytime soon?” Applejack asked, offering them all apples. His entire band was emulating a popular animated series superhero team consisting of various sidekicks, and given his name, he’d fittingly chosen the role of the group speedster, wearing a yellow uniform with red lightning bolt and tights. Other members of his band wore a simple black shirt with a stylized S on it and another wore a skintight sleeveless red-and-black shirt with blonde-dyed hair, marker-drawn tattoos on his arms and cardboard replicas of weapons on his back.

He went downcast. “Nah. She said she couldn’t come for a few weeks ‘cause she had some royal duties and had to be master of ceremonies or whatever for their ‘Nightmare Night’,” he confirmed, accepting an apple and biting into it loudly. “But to make it up, she promised she’d come over for Thanksgiving, since that’s not a holiday they have over there. I’m gonna treat her to a traditional dinner—she says she’s okay with eating birds, just not cows, before you ask; I swear she wants rotisserie chicken for every meal now—by taking her home to meet my parents!” he announced to ooos and friendly ribbing from his bandmates. “And after that, fair’s fair—with her ruler’s permission, I’m gonna be taken through the portal over Christmas—or excuse me, ‘Hearth’s Warming’—to meet hers,” he announced with a slightly waner smile.

“My! Then things are definitely getting serious!” a delighted Rarity noted, her expression turning giddy. “Crossing the portal to meet her mother and father? That seems quite promising, indeed!”

“Oh, I’m so happy for you, Flash,” Fluttershy went up and offered him a hug though Spike’s only reaction was to open his mouth and stick his tongue out and then point a digit of his paw down his throat, the action promptly duplicated by his robot companion.

“Me too!” Rainbow confirmed, zipping up to give Flash an affectionate noogie. “Treat her well, stud!”

“And be sure and tell us all about it afterwards!” Pinkie surprised him with an affectionate kiss and triggered some of her confetti fireworks as she did so. “And that reminds me; I still need to throw you guys a hook-up party soon!”

“I’m happy for you both,” Sunset bowed her head. “But also a bit jealous,” Widget added through a frowny face, causing Sunset to cringe and hurriedly hit the mute button as everyone laughed again.

A chuckling Flash had at least enough sense not to ask who she was jealous of—him or Twilight. “Yeah, and don’t get me wrong, I’m glad for it. It’s just… well, just how am I supposed to feel about becoming a pony and then meeting her parents?” he asked them all in perfect earnestness. “Seriously, for as much anxiety as it’s giving me, I’d just about rather end up tossed in a dumpster again…”

Twilight winced as all eyes instantly turned on her. “Flash, I really can’t say enough how sorry I am about that...”

“It’s okay, really,” he waved her off, then rubbed a hand behind his head. “That wasn’t her. And as Midnight, that wasn’t really you either…” he chuckled. “That’s what I get for not listening and thinking I alone can make things better.” His mood abruptly dropped, making Twilight feel even worse.

“Come on, Flash, yer a good guy. You don’t think the Princess sees that?” Applejack clapped him on the back hard enough to make him cough and wheeze. “Oops! Sorry ‘bout that. Ah reckon sometimes Ah ferget mah own strength…”

“Rub it in, why don’t you…” Sour Sweet groused.

Applejack ignored her. “Look, she really likes you, Flash. Heck, we all do.”

“You’re a sweet guy, Flash. I never lied about that,” Sunset added. Though I did take advantage of it… She slumped slightly at the memory.

“A good guitar player can always get girls,” Fluttershy noted, patting his hand with her own. “And you’re one of the best in school.”

“Even if that means I’m just a ‘gullible guitar head’?” he asked with a wan glance at Twilight, who facepalmed at yet another reminder of what she had once become.

“Dude!” Indigo and Rainbow hissed at him at once, but Twilight had already heard.

“I take it all back…” she told him with a wan smile of her own, sometimes regretting having her memory of what she did the first time she transformed into Midnight fully restored. “I’m not gonna lie, Flash—you’re not my type, but… that doesn’t mean I don’t think you’re a good guy or don’t have a lot to offer.”

“True. From what I can tell, you’re a total doofus but a sweet and well-meaning one,” Sugarcoat confirmed, studying him closely. “Some girls really go for that, you know.”

“Oh yeah? Like who?” a dubious Flash challenged.

“This other Twilight, for one. And for another...?” She walked up to him and yanked him down to her by a handful of his costume. “Me,” she announced as she kissed him deeply to the startled whistles and applause of all present.

Author's Note

Surprise, folks! :pinkiehappy: This was an example of a chapter that simply wanted to be written and wouldn’t let have a moment’s peace until I did so. I had planned to have a shorter Earthside section to open a chapter, but as this got longer I decided it worked better a standalone interlude; a momentary respite from all the insanity on the Equestrian side of the portal before we resume our story there. Guess I also wanted to do something nice for Flash given how badly I dumped on him in Midnight Rising. And don’t worry--this will not be our only visit to Canterlot, as there’s a reason Sunset Shimmer is tagged in this story! If nothing else, Eclipse is certainly planning to come across the portal at some point to extend her new empire to Earth...

But that’s in the future. Hope you enjoyed seeing our Shadowbolt friends again and picked up on not only the various costume choices, which I think are very apropos given my other stories--full disclosure; the inspiration for Sunset-as-Athena actually came from one of RoboRed’s avatars!--but some hints I dropped as to what happened in the aftermath of Midnight Rising! You may recall I promised a Crystal High-based sequel involving Chrysalis, and in terms of this story, it’s already happened. Be assured I still plan to write it eventually!

Thanks as always to my prereading crew of AJ_Aficionado, Silentwoodfire and Leo Archon. Denim_Blue is not on the list this time only because I decided to push it out before he could take a look but I’ll still incorporate his recommendations later!

10: Night Blossom

Despite her ongoing urges to find and convert more ponies, and despite all the work she had yet to do, Eclipse found herself in a surprisingly calm and contemplative mood.

Clad in her new dark Coltic armor, including a near-black laced-up pleather cuirass, deep violet cape and copper-tinted metal pauldrons underlain by an orange silk shirt, the mare once known as Twilight Sparkle looked out over Ponyville from her castle window, surveying her new domain with her light-sensitive thestral eyes.

Having already converted Zecora—an immensely enjoyable experience, all the more so as she had been a surprisingly formidable foe; the zebra alchemist and herbalist had actually managed to hold her off at first—and having further dispatched her new Lieutenant to recruit more winged soldiers to her ranks, she felt strangely serene as she sat in front of the big bay window of her study, a small goblet of cinnamon-flavored human spirits in her magical grasp. She sipped from it as she leisurely considered her next moves, envisioning the full course of her empire to come.

She closed her eyes and smiled at the thought of what lay before her, knowing that given her tactical acumen and raw power—both now only enhanced by the gift Starlight’s spell had accidentally bestowed on her—not just all Equestria, but the greater world was in her grasp, to say nothing of the one that existed across the portal.

But she would not go there—at least, not yet. For there was no point until she could fully preserve her power on the other side and spread her sensual gifts there as well. She had the inkling of an idea regarding that, but knew it would have to wait. There were much more immediate matters that concerned her, not the least of which was consolidating her hold over Ponyville, fully converting its population to her amorous army and creating a base of operations which she could then use to strike out at greater Equestria.

Still, she couldn’t help but smile at the idea of later crossing the portal and converting her human friends as well—the realization that it was a rather ironic reversal of Sunset Shimmer’s original plan to conquer Equestria with controlled humans caused her to chuckle—imagining all the various gifts and enhancements she would give them. She couldn’t help wonder what batpony and other equine attributes would look like on human bodies, finding herself imagining nibbling on the human Applejack’s newly tufted ear.

As she visualized their seductions, her magic instinctively formed a long and heavily-bumped phallus-like shape and began probing her own depths quite happily, sparing some tendrils of her aura to tease her teats. She remembered only too clearly what her human versions had felt like when her consort’s hands had closed on them, groping, kneading and teasing them to hardness, leaving her in awe of his touch and a new appreciation of her human attributes. She found herself regretting that they’d moved so slowly, but he’d been a perfect gentlecolt, and she’d loved him all the more for it.

A love that did not waver now, even in the face of a transformation she considered not corruption, but a simple and highly desirable act of evolution, one she planned to share with all she met. “Flash…” she murmured softly as the began plunging the aural construct in and out of her folds wetly, feeling her orgasmic magic rise again.

“In due time, I will find you, my wonderful prince. I will find you, I will share my newfound power with you, and then you will be fit to be my partner, serving alongside me as ruler of both realms…” she thought out loud, pulling out the magical toy on a whim to shift it further up and press it up underneath her tail, tapering its tip to let its slickened surface slip in.

It did so with surprising ease, sending a shiver of illicit pleasure through her even though she’d never once contemplated the act before, biting her lip and taking a shuddering breath. She’d read about it, of course, and had the distinct impression certain of her friends were already familiar with it from things they’d said in the past. But even if they weren’t, she’d more than happily introduce them to its joys, and she would be even more happy to get them past any initial... reluctance they might have.

For what did taboos or personal boundaries mean to her any more? They were just rules, and pointless ones at that. False barriers put up to prevent ponies from realizing their full potential, or helping others to do the same. From using their full power. From realizing all they could have and feel; from realizing all they could become. I’ve held back and restrained myself for long enough… she told herself even as she expanded the size of and sped up the toy’s pace, pushing back against it while conjuring a second one to refill her marehood, moving each in time with her own body.

“No more…” she whispered to herself, imagining it was Flash wielding both, his newly enhanced organs—why not give him a second?—filling her fully; the thought alone was enough to bring her quickly to climax.

“No… MORE!” she cried out as her horn erupted with orange and violet sparkles, showering the immediate area around her, the intense orgasm only briefly shutting off her magic—she was pleased to see that that, too, had been fixed by her transformation—as her power returned to her within seconds, leaving her ready for another round. “Much better. And as I likely have some time before my future acolyte shows up…” she was considering calling forth her tentacles again when she heard the sound of slowly clopping hooves behind her.

Startled and surprised—she’d magically protected and sealed her private study; nopony should have been able to get inside—she whirled to see…

Pinkie Pie lounging back behind her study desk and watching the show, her clown makeup removed, hair flat and an odd gleam in her eyes as she brought her hooves together repeatedly in mock applause. “Not bad, Twilight,” she said with a smirk and a nod. “I’d’ve asked to join in, but it seemed a shame to interrupt you. I so enjoy watching others have fun doing things they normally wouldn’t. And you looked like you were enjoying yourself way too much.”

“Hello, Pinkie,” Eclipse acknowledged with a nod, somewhat warily, dispatching her toys with a thought before turning to face the other mare. She truly believed she could predict the alternate forms and personas of all her friends—except Pinkie Pie. On the face of it, she didn’t look that different—she hadn’t acquired thestral traits like Eclipse and Shadowdash, or Timberwolf ones like Applejack and Big Macintosh, but there was an edge to her that hadn’t been there before; one she’d only seen glimpses of in the past.

“It’s Pinkamena,” the Element of Laughter, or whatever she had become, quickly corrected. “Pinkamena Diane Pie. And so what do I call you, now?” she asked in little more than idle curiosity.

“Eclipse,” the former Twilight instantly answered, not sure what to make of her. “Queen Eclipse.”

Pinkamena looked amused at that. “Queen, huh?” She made a show of looking around. “Not much of a kingdom or throne room, yet. But I’ll humor you, your majesty. So where do I fit into it?” she wanted to know, pulling out a rather ornate but dangerous-looking knife from somewhere and idly picking the grooves of her hoof with the tip.

Eclipse frowned at that. She’d known Pinkie had a metalworking shop adjoining her party planning cave but hadn’t known what she made down there. If it was blades, that added a whole new and much more dangerous dimension to her personality, but one she could yet make use of. “Exactly where you do now. With a seat at the map room, plotting the conquest of Equestria as one of my lieutenants… and lovers,” she offered with a toothy smile, suddenly fantasizing about this new version of Pinkie Pie in ways she wouldn’t have in the past. “Be assured, Pinkamena, that I can offer you pleasures of the flesh you can’t even imagine.”

“Eh. Sounds boring,” Pinkamena shrugged, to Eclipse’s mild annoyance. “Been there, done that. In fact, right before I came here, over at the flower shop. Took Lily first, then Daisy, and when I left, they were double-teaming Roseluck from both ends,” she shrugged. “That’s how this thing consumed me, finally. But you know... I don’t mind one bit.”

“Then why did you leave?” Eclipse asked, still somewhat wary. “If you were enjoying yourself that much, why not stay?”

“Because after a while, I wasn’t,” Pinkamena answered, idly spinning the knife around her hoof. “I mean, sex is fun and all, but by itself, it ain’t much. Me, I love the kinky stuff. I think there’s nothing like the thrill of tracking and taking someone. Of hunting them down and then pinning them down, arousing them and then pleasuring them against their will, making them first beg to release you… and then beg for more!” There was a sudden change in her expression and scent of cotton candy in the air—at least that much about her hadn’t changed, Eclipse noted—to go with the lavender aroma the former Twilight’s earlier efforts had left.

“It’s funny, you know… I still want to show others a good time, but now I don’t care whether you want it or not,” Pinkamena further explained. “I want to turn you on in spite of yourself. I want to get you off against your will and even then, let you know that I can not only have you, but make you enjoy yourself any time I want. That’s what’s fun to me, Queenie,” she concluded, now idly pleasuring herself with a hoof between her legs even as she continued twirling the knife around her other hoof, closing her eyes and wearing a chillingly serene smile as she recited her own proclivities. “And that’s what I live for now.”

“I see...” Eclipse blinked at that, sensing not one but two things off in her answer, even if she couldn’t quite put her now thickly-furred hoof on them. “Then we have something in common, for I feel that way as well. Though I have to say... I never knew you had this side of you, Pinkamena.” She gave the other mare an appraising look, thinking that this version of Pinkie was far more dangerous and desirable in ways the previous one wasn’t. There was an edge to her not unlike the business side of her blade, a gleam in her eyes that spoke of not insanity, but pure predator intent.

“Disappointed?” her earth pony companion asked with an arched eyeridge and barest hint of a smile, giving her the same look back, her eyes playing over Eclipse’s darker body, bat wings and armored form.

“Not at all,” Eclipse answered honestly with a growing grin, taking a step towards her. “Pleased, in fact. I’ll need an enforcer, and to see you now… I think you’ll fit the bill quite nicely.” She nodded slowly to herself.

“Oh, really?” The gleam in Pinkamena’s eyes got more dangerous. “That could be fun. But what’s in it for me?”

“Whatever you like,” Eclipse answered smoothly with a smile, her bared and pointed thestral teeth all but glowing white in the low light. “I mean, I know what I want—dominion over both realms and your help to get there. But what do you want, Pinkamena Diane Pie? What can I offer you in enticement?”

“Me?” Pinkie shrugged and then lounged back, staring up at the ceiling in lazy consideration. “I don’t know yet. I’m still trying to decide. Before I came here, I was actually thinking of heading back home to the rock farm and going after my sisters. I mean, Limestone really needs to be shown a good time, Marble needs to be helped out of her shell, and Maud…?” Her eyes narrowed and her smile turned anything but pleasant; she began balancing the knife on her hoof by its tip.

“I’ve never liked her new boyfriend. So I’ll show her by example she can do better… with me!” She smiled sweetly, a lazy if anticipatory gleam in her eyes.

“Boyfriend?” Eclipse repeated, the earlier sense of something wrong with her altered friend beyond the rather unsettling effects of her conversion growing stronger. But this time, with both her senses and wits sharpened by the corruptive magic, she was finally able to spot it. “But that’s a human term… and earlier, you said sex instead of rutting, and someone instead of somepony…” she recited, then realized: “Wait a minute! That means you’re not a pony! You’re the human Pinkie Pie!” she accused, pointing a hoof at her.

“Was,” Pinkamena corrected languidly, idly picking her hoof with a knife again. “We’ve been switching places occasionally for months now. Only difference between us is that I have some extra assets she doesn’t,” she noted matter-of-factly, displaying and idly stroking a stallionhood low on her belly, quickly bringing it to a very impressive full erection. “You can thank your human counterpart for that, Queenie!” she noted in some amusement.

Eclipse was caught off-guard by that, not wanting a reminder just then of her human doppelganger. “Oh, really? And just how the hay did you get in and out of my lab vault to access the portal?” she demanded to know even as her eyes fixed on the other mare’s ‘assets’, admiring its size and shape.

“Seriously?” Pinkamena replied with an eyeroll and a reproachful look. She disappeared under the study desk and then reappeared first behind Twilight, tapping her flank with the flat of her blade and causing Eclipse to whirl, only to vanish again, popping out of a closet, from behind a curtain, and then from inside a storage chest before finally hanging down from above to brush the tops of Eclipse’s ear tufts with the tip of her blade, causing Eclipse to reflexively teleport away and charge a defensive spell.

Pinkamena looked amused and unconcerned by that, dropping from the chandelier to land on all fours before her erstwhile regent like a cat, the blade still held in her mouth and her stallionhood still fully engorged beneath her belly.

“Do you really think your spells and enchantments mean anything to me, Queenie?” she asked mildly, wearing a self-satisfied smirk, tossing her head once to flick the knife up into the air. It landed within her mane and disappeared.

“I see…” It was at that moment Eclipse understood why Pinkie hadn’t transformed any more than she had—she already was the perfect predator, given her apparent ability to flit between dimensions, able to travel from place to place instantly and pull objects out of whatever magical space she had access to. Though slightly rattled by the display, Eclipse smiled at the reminder and realization that Pinkamena could break into and escape from anywhere, that none could evade her, and whatever she wanted, she would have regardless of whether her quarry wished it or not.

So, the only change this so-called curse imparted to her was to transform her mentally, not physically. To give her the proper mindset for her new purpose… Eclipse considered. She began contemplating a few potential ways to contain her longtime friend and new lieutenant if it came to that, but she saw no need to at that moment. In fact…

“Very well, then, Pinkamena. You live for the thrill of the hunt and you want your prey to enjoy your efforts even when they don’t want to; submit to you in spite of themselves. I can respect that. I can offer you that,” she told the other mare. “So be it. To that end, I think I have the perfect job for you. Converting your sisters sounds fun, and as much as I’m sure I’d enjoy both watching and helping, I suggest a different target for now. I was planning on saving this for later, but you and your new outlook offer a unique opportunity. For there is one individual who should be converted to our side as quickly as possible.

“His power would go a long way towards easing our path forward, and with the proper enticement, to say nothing of the Elements of Harmony in our possession, he could be bent to our will easily enough.”

Pinkamena considered that, and then gave her chilling smile again. “I think I know who you mean.”

“I’m sure you do,” Eclipse said easily, sauntering up to the other mare, licking her lips lightly at the thoughts suddenly going through her head, her gaze flickering from Pinkamena’s eyes to the flat mane that gave a far more enticing appearance to the delicious-looking asset that lay beneath her belly. “You can convert your sisters later, with my help and blessing if you wish. But I offer you a far greater challenge right now—one much more suited to your talents and one, I’m quite certain, you will immensely enjoy. So what say you, Pinkamena Diane Pie?” She grinned toothfully.

“I say you drive a hard bargain, Queen Eclipse. But as you put it in such tempting terms, I think we could reach an accommodation…” Pinkamena replied, taking a step forward to meet the former Twilight, the pair suddenly breathing heavily and their eyes going hooded. “You’re clearly a mare after my own heart. So let us seal this deal properly…” she all but purred, reaching in to kiss her new Queen, who returned it eagerly, noting with satisfaction how aggressive—and effective!—a kisser her new earth pony enforcer truly was.

“As you wish,” Eclipse said breathlessly after they broke the kiss. “But let us not linger long. Your quarry awaits, as does mine…” she said as she sensed a teleport downstairs.

So predictable, my former student and future acolyte… she thought as she summoned her tentacles to her yet again, recalling that the human Pinkie Pie loved them if her enjoyment of Coital Convent was any guide, making sure there were enough for both of them.

But that’s fine with me. I’ve already prepared for your arrival, so enjoy the sensual snares I’ve left for you while I tend to business here… was the last coherent thought she had as the magical tendrils started to snake all around them both, unlacing her cuirass and probing beneath it as she began to make out with the other mare in earnest, allowing the magical constructs to probe and pleasure them both. Before long she was taking advantage of them along with her friend’s new outlook and stallion equipment quite readily, letting it fill her muzzle, marehood and tail in turn.

Starlight and her two passengers rematerialized in a flash of light inside Twilight’s castle, just behind its main doors.

The grand hall was still decked out for Nightmare Night; Jack-and-Jenny-o-Lanterns carved with various faces and each lit from within by a glow gem, which were starting to flicker as their magic charge ebbed, casting a weak and increasingly eerie glow over the scene.

Carved pumpkins were a tradition that had been started by donkeys centuries earlier. They’d been later incorporated by ponies and were now a favorite Nightmare Night activity of foals, second only to giving and getting candy. There’d been plenty of foals in the castle earlier that day to do the carving as Twilight offered them daylight activities and festivities; the evenings ones were more reserved for adults.

“Starlight?” Trixie looked around in confusion when she recognized their surroundings, as did Granny Smith. “Why are we here and not in Twilight’s lab?”

“Because she has her lab and private areas guarded by teleportation wards and intrusion detection enchantments,” Starlight replied. “Even if she’s now animalistic like the rest, she’d probably still detect them being set off and come looking for us. I can disable them, but we’ll have to approach on hoof first. Now stay close,” she instructed, casting a privacy bubble around them; one that would hide them from sight and sound. Normally they were static, but Twilight had devised and taught Starlight a variant spell that allowed the caster to carry one with them; it would remain centered on her horn. “My own enchantment will keep us masked and hidden, but it’s only effective within five yards.”

“Five yards. Got it.” Trixie instantly pressed closer to remain deeper within her friend’s protective spell, suppressing a shiver as she couldn’t shake the feeling that by going to the castle, they were walking right into an Ursa’s den. And worse, this time Sparkle won’t be saving me; she’ll be STALKING me!

“It’ll be fine, Trixie…” Starlight promised, recognizing her friend’s fear. “Remember, the curse is bestial. So whatever it turned Twilight into, I doubt she’s even able to talk now, much less cast complex spells.”

“You’re right…” Trixie relaxed, but only a bit, the feeling of foreboding she had only growing despite her friend’s reassurance. Long experience on the road and giving magic shows in less civilized places had given her an instinct for danger, and it was still ringing loudly in her head then. “So what do you think Sparkle turned into?” she wondered aloud in an effort to master her nerves, suppressing a moment of amusement at the thought of Twilight being turned into a literal bookworm.

“Good question.” Starlight couldn’t help but ponder it idly as they walked carefully down the hallway, wondering what odd ancestry Twilight had that the curse would take advantage of. “Given her fiery temper, maybe she transformed into a Kirin?”

“A dragon horse?” Starlight was surprised when Granny Smith recognized the term. “Reckon they ain’t been seen in Equestria fer ages. Well, she better not come anywhere near me or my kin, then!”

“It was just a guess, Granny. And technically, they’re not dragons, just an exotic race of equines with an elemental affinity for fire,” Starlight recounted as she belatedly remembered that Timberwolves were vulnerable to fire; a fact she’d availed herself of during the few encounters she’d had with them. “If nothing else, it would explain her ability to go Rapidash…” she mused aloud, realizing too late she’d just used a term from the human realm, causing the other two mares to give her an odd look.

“And what the hay is a ‘Rapidash’?” Trixie wanted to know as they walked down the hall, making conversation less from curiosity than to distract from her own fears.

“It’s a human thing. Don’t ask.” Starlight grimaced, remembering the rather odd playing card game she’d been introduced to during her time there; that world’s Pinkie Pie had even shown her a ‘TV series’ and a couple ‘video games’ based on it.

Capture creatures and put them in balls to train and release for battles later? Seriously? She rolled her eyes at the memory. And if I hear that Team Rocket slogan one more time...

Despite Starlight’s invisibility enchantment, their hoofsteps echoed what seemed to Trixie to be unnaturally loudly as they walked down the hall; Trixie didn’t have a thermometer but swore the air temperature had dropped ten degrees inside the castle since they’d last been there just a half hour earlier. “Is it cold in here, or is it just me?” she wondered aloud, resisting the urge to rub her forelegs with her hooves, feeling her teats going hard as the cold air teased them, finding her mind flashing back to some cozier times she’d spent with Starlight in her wagon, sharing a hammock for two. It had taken a while to find a sleeping arrangement that worked well for both of them, and included finding a magical means to reduce Starlight’s snoring.

“It ain’t just you. Ah don’t remember Twilight keeping it this cold.” Granny Smith noted, sniffing the air again. “Don’t smell anything ‘cept cinnamon-scented candles, though.”

“Candles?” Starlight frowned at that, then sniffed the air and picked up a weak odor of cinnamon, stifling a sneeze at the faint wisps of smoke in the air despite her earlier antihistamine spell. Cinnamon was a favorite spice and smell of Twilight’s; she loved flavoring her toast and tea with it and had also made it a point to procure some surprisingly potent cinnamon-based spirits from the human realm, even if her human form had apparently been under their legal drinking age.

Could sure use a stiff shot NOW! Starlight thought with a slight grimace, having sampled a few spirits herself during her time on Earth. But remembering she had other concerns to focus on at the moment, she cast aside all thoughts of Earth’s cornucopia of alcoholic beverages for the time being, returning her attention to her immediate surroundings. She didn’t detect any magic, regular or corrupted, other than the always-present background aura the Harmony-created castle itself produced, but there still seemed something unnatural or out of place about their surroundings, and not just due to the holiday decorations that surrounded them. “Correct me if I’m wrong, Trixie, but didn’t we put out all the candles before we left?”

“I thought we did…” Trixie said warily, pressing close enough to Starlight to rub shoulders and hips with her, feeling an odd sense of excitement starting to take hold despite her fears. They were in uncertain danger, trying to find a way to save their friends and alert the outside world to what was happening in Ponyville, and yet, at that moment, her thoughts were increasingly of Starlight, wishing they were alone and weren’t otherwise engaged in trying to save Equestria—again!

“Well, reckon a few candles ain’t gonna hurt us. So where’s Twilight’s lab?” Granny wanted to know, her voice sounding to Trixie to be of a slightly higher timbre than before.

“Downstairs in the basement, accessible by a private stairwell only Twilight can unlock,” Starlight said, then smirked. “Or so she thinks. It’s where she keeps the portal to the human world, too.”

“Oh? AJ said she kept its location secret. So how do you know that?” Granny gave her an askance look.

Looking back, Starlight had the odd thought that in the low light, she could see the old mare’s non-elderly self much more readily, her wrinkles turning indistinct and fading in the darkness, giving some sense of the beautiful young mare Starlight could easily imagine she once was. “She showed it to me so I could give a replacement diary to Sunset Shimmer, who crossed over to receive it when Twilight wasn’t there to meet her. I went back with her through it and visited Earth for the first time then. And I might have enjoyed it so much I broke back in later and visited through the portal a couple more times after. With the connivance of that world’s Pinkie Pie, that is.” She grinned at the memories, which included visits to human bars, nightclubs and cinema, and then turned more serious.

“Which brings up another point. We need to secure the portal. Hide it and make sure this curse doesn’t escape into the human world. They’ve got no mages or magical awareness outside of the human element bearers, so there’s no telling what it would do there,” she noted grimly, scarcely able to imagine what would happen if a transformed and sex-crazed Twilight appeared there.

Trixie swallowed but stopped short at a sudden idea. “If Sparkle has a human coltfriend like Pinkie said, she might have already gone to him there.” But if she has, then maybe she wouldn’t come after Trixie instead? The witch-costumed showmare found herself suddenly and almost fervently hoping that was the case, even as an undeniable thrill went through her at the idea of an animalistic Twilight capturing and sexually dominating her, suddenly imagining her in Timberwolf form with canine tongue lapping against her exposed and dripping marehood...

She recoiled internally at where her thoughts had gone even as Starlight froze. Poor Flash! She’d met him, of course, and found him a sweet enough stallion even if she didn’t quite understand what Twilight saw in him. I mean, sure, he’s nice enough, and I guess he’s good-looking as humans go, but he still hardly seems her type… “You’re right. And if so… we need to warn them. If I can get hold of Twilight’s communication diary she uses to keep in touch with Sunset Shimmer, we can tell them to guard the portal from their side. She keeps that in her study under a separate magical seal.” She nodded upstairs.

“Sparkle has a human coltfriend?” Granny echoed as they neared the end of the hall and approached the map room, the air turning even more chilly, cold air all but pouring out of the chamber and pooling around their hooves, a goose-bumping sensation slowly creeping its way up their legs and onto their bellies. “Huh. Ain’t sure how Ah feel about that. Call me old-fashioned, but it ain’t like—” she suddenly stopped talking and walking in mid-sentence, her ears perking, looking up and sniffing the air.

“Granny?” Both other mares halted and turned back to her from just inside the map room, Starlight speaking first. “What’s wrong?”

“Somethin’ ain’t right…” she continued to sniff and look around uncertainly, her eyes narrowing suspiciously at the unlit torches that lined the hall before suddenly turning alarmed.

“Both ya’ll! Get back!” She reached out to yank them backwards with surprising strength just before a large and magically conjured castle gate slammed shut to seal the map room entrance, a second gate falling out of the ceiling behind them, trapping them, the metal gate and all the surfaces around them suddenly charged with a restriction spell that prevented teleportation out. The hallway torches suddenly flared to life and began disgorging a series a lavender-scented violet vapors; the merest inhalation of which caused instant and almost irresistible arousal in them all.

As Starlight struggled to magically turn back the assault on their desires and senses before it overwhelmed them, she realized only then she’d been wrong yet again—that whatever the curse had transformed Twilight Sparkle into, she had become anything but unintelligent and animalistic for it…

And that meant she was far, far more dangerous for it.

Shadowdash was enjoying her new post and duties as Captain of her Queen’s elite guard even more than she thought she would.

As she continued to dominate Blossomforth, grinding her dewy marehood into the other mare’s muzzle as she lay restrained on the cloud base beneath them, hearing her increasingly needy nickers and feeling the equally frantic licks of her tongue, she wondered why she hadn’t done this before and why she’d been so picky about her mates in her past life.

To her previous self, it had been a question of who had the requisite awesomeness to match her own, and it was a rather short list—Spitfire and a dalliance or two with Applejack (she’d learned the word from Rarity) most notably among them. But now…?

But now, as the normally submissive but now sorely-turned on Blossomforth ate her out from below with abandon, her captor’s curse-charged nectar already going to work on the other mare if her increasingly tufted ears and molting feathers were any indication, Shadowdash realized what she’d been missing, and it was to her great regret.

Capture a pony and conquer them, both body AND spirit, bending them to my will and that of my mistress? There’s NO greater feeling than this! she decided, reveling in the act of domination and accompanying conversion, of creating a new soldier for her side—the first of many underlings she would deliver to her Queen, wondering how she would be rewarded for it.

In fairness, she’d gotten somewhat the same thrill when she’d been able to win a fight with Gilda or others as a foal, especially when she bested a stronger pony or griffon, and she found herself idly wondering what a griffon would look converted even as she sensed Blossomforth—and herself—beginning to approach a curse-enhanced orgasm, her bat wings beginning to splay even harder against the air.

Well, when my mistress’ army finally invades the Gryphon Kingdom with me in command, I’ll get the chance to... find… OUT! She thought eagerly as her back and neck arched hard, a veritable flood of her marehood’s ambrosia drowning Blossomforth as she experienced a somewhat less copious one from the other mare, her extra-long bat-pony tongue probing the other mare’s depths, quickly finding and teasing all her favorite spots, an act that was now as instinctive as breathing to Shadowdash.

Her first conquest complete, she released the other mare from her cloud bondage and held her, marveling as the transformation overtook her, converting her to a bat-pony version of herself. Shadowdash had not been able to see her own version of it, lost in the ecstasy of her Mistress’ embrace as she was, and thus she tried to give Blossomforth the same treatment, holding and cradling her as she was reborn…

For even transformed, Shadowdash was still loyal to not only her new Queen, but those she was bringing to serve her. “Easy, Blossoms. I’ve got you…” she reassured the other mare as she moved happily but restlessly beneath her in their cloud pillow, feeling the transformation overtake her. “I’ve got you. Just let it happen…”

And happen it did. As Shadowdash watched, Blossomforth’s fur thickened like a thestral’s but did not darken, somewhat to the former’s surprise, but all her wing feathers fell out and fell through the cloud to reveal the smooth and translucent membranes of bat-wings beneath, their rear edge slowly growing backwards until the end of it was attached halfway down her hind legs. Her wings became jointed and developed a series of fingerlike digits underlying the thin but strong membrane plus talons radiating out from her new wrist; the latter could even be used to grasp, and when her light blue eyes opened again, her irises had become cat-like in appearance, allowing her to see in low light.

“Welcome back…” Shadowdash said as Blossomforth’s gaze turned back upon her, love and gratitude in her eyes… to say nothing of something that had not been there before; a hunger and desire to impart what she had received with others, sharing her new gifts in turn. “But as you are no longer the pony you once were, we need a new name for you, Blossoms. So tell me… what would you like to be called?”

The former Blossomforth considered the question, and then smiled when the answer occurred to her. “Nymphaea…” she announced her new name, closing her eyes and smiling at the thought “I learned about them from Lily Valley and Daisy. They’re a beautiful water lily that only blooms at night,” she added at the other mare’s questioning glance.

“How appropriate,” Shadowdash approved, beginning to make out with the other mare again, noting with satisfaction her teeth had become more pointed and tongue had lengthened to match. “Looks like you had some Highborne blood as well, if your coat and mane stayed light,” she noted, referring to a light-furred and more day-friendly thestral subrace that had once been looked down upon by the regular “Nightborne” and had caused a great deal of strife for it in centuries past.

“But that’s fine—that means you can camouflage yourself against snow and the undersides of clouds. And my mighty mistress can make great use of you for it!” Shadowdash promised.

“Mistress…” The newly named Nymphaea echoed between nips and kisses of her new lover, the very being who had imparted her gifts. “You said I would be able to serve a cause and queen far greater than any of us. Who is she? And what does she offer?”

“She is the mare who was once Twilight Sparkle—my mistress and master, Queen Eclipse!” Shadowdash said reverently, using her new thestral wing talons to grasp those of the other mare, who, though surprised, returned the gesture, learning to manipulate them for the first time. “And now yours as well. She is a benevolent ruler who offers pleasures of the flesh far beyond anything even I could impart to you! Her goal is nothing less than the conquest and spreading of these gifts throughout Equestria and beyond, with us at the very vanguard of her new army!” she announced, moving back down the other mare’s belly to nuzzle her navel and then latch onto a teat with her sharp teeth, causing the newly minted Nymphaea to take a very thestral-like hiss of pleasure and push more of her mammaries against her new lover, more swollen and sensitive than she could ever remember them being before.

“You mean… we get to do this to other ponies?” Nymphaea said eagerly if somewhat breathlessly, looking down at some amazement and spreading her legs wider for her new lover, trying to will her even lower

“Indeed we do…” Shadowcash confirmed, her tongue encircling and tugging and the other mare’s nipples, sending electric shocks of pleasure through her, teasing her further by flicking at her swollen and newly-oversized clit, nearly double the size it had been before. “My Queen intends to conquer Equestria not with spears and swords but with sheer sensual pleasure, and reign over an erotic empire that will endure like none before it!” she said with certainty, the very thought bringing as much excitement to her as the scent of Nymphaea’s lilac-flavored arousal.

“She has charged me with recruiting soldiers to her side, and I have started with you. But we are not finished yet. There is now an entire weather team to convert, and I think it only appropriate that you, my dear Nymphaea,be the means of Cloud Kicker’s subjugation!” she promised, to which the former Blossomforth could only moan and grin toothfully as Shadowdash continued to suckle her, all but shivering in anticipation and pleasure.

Author's Note

Thanks to a rapid response from prereaders AJ_Aficionado, Silentwoodfire, Leo Archon and Denim_Blue, you’re getting this chapter three days early. And best of all, it gives me that many more days to get another chapter out in time for Halloween.

Originally, this chapter was supposed to complete the conquest of the weather team, but what happened at the beginning with Pinkie Pie and at the end with Blossomforth ended up being of enough interest in and of itself; it seemed to be at a natural stopping point at the end. This version of Blossomforth, incidentally, is borrowed from the Winningverse, hence the allusions to Cloud Kicker.

The reference to ‘Highborne’ and ‘Nightborne’ thestrals Shadowdash makes refers to thestral headcanon introduced by AJ_Aficionado in his criminally underrated story, Foolers Rush In. You can find it in this story’s ‘Also Liked’ List or on AJA’s story page. If you enjoy a mixture of wild UtM-level sex and military tactics where things are decidedly not what they seem, give this one a look!

The next Nightmare Night chapter will now open with the weather team conquest, and, unless it becomes too long (which is possible!), will end on things with Rarity, with the usual middle-section check-in with Starlight’s group as they trigger the first of Eclipse’s traps.

11: Weather Teamed

Blossomforth’s absence, Shadowdash noted with some disgust, had gone completely unnoticed by the rest of the weather team.

Her disgust was less about that than they had seemingly lost sight of all their duties, not aware of what was happening around them beyond the scene with Cloud Kicker and Sunshower. It was something she would normally ream them for; their inattentiveness meant that at least one or two of the cumulus clouds they were tending were trying to bunch up and grow, threatening to become showers or outright storms.

But for it, she couldn’t really blame them, given it all started when she’d released some of her very potent pheromones upon them from upwind—she was mildly surprised she remembered that word and its meaning, having heard it defined by Twilight all of once—deliberately arousing them. In truth, she hadn’t paid much attention to them herself once she’d focused her efforts on Blossomforth-turned-Nymphaea, but surveying the scene now, she found—to very little surprise—that Cloud Kicker was now doing the swirl on top of a slowly swelling cumulus with Sunshower.

Same old CK… Shadowdash couldn’t help but smirk. Considering how many mares and stallions she’s bedded over the years, she’d make a good soldier even WITHOUT the conversion! she thought with the barest hint of pride. It was also to no surprise that Cloud Kicker was on top of Sunshower, the former’s head buried between the latter’s legs with her light violet hindquarters quite deliberately pointed at the three stallions watching from distance, who were all unable to fly as the stared at the scene, their wings stiffly flared to the point of immobility and their stallionhoods hanging beneath their bellies quite prominently and rigidly.

Thunderlane, Shadowdash took some satisfaction to see, sported the largest equipment of the group, even unenhanced, its head trailing low enough at the end of his mottled gray-and-white shaft to brush the cloud top. As Shadowdash watched, his hips jerked forward fractionally and repeatedly, unable to stop stimulating himself against its soft and gently yielding surface.

He was also, she further noticed with a growing grin, being studied closely by Open Skies, who kept giving him furtive looks in between glances at the action between the two mares, and perhaps not even aware he was slowly edging closer to a raptly staring Thunderlane in the process. Thunderlane, in turn, caught his gaze once or twice, but each time jerked his head away.

Shadowdash couldn’t help but chuckle knowingly at that—there’d always been rumors floating around about Thunderlane, even ones that extended as far as the Wonderbolts themselves. He spent a great deal of time with Soarin and more than once he’d been pulled aside to be ‘personally trained’ by Spitfire’s second. There’d been more than a few teasing jokes about that which the pair had laughed off, but now she was seriously wondering if there was some truth to those rumors.

But in the end, it mattered not to her. For either way, she decided it would be far more fitting to use that as the instrument of his corruption and conversion. But as for Cloud Kicker…?

She bared her teeth in a predatory grin. As tempting as it would be to dominate and defeat her longtime rival personally, taking from her the title of ‘winningest pony’ in the process—even with her new outlook, Shadowdash still found herself with a desire to be the best and have everypony else know it—she once again decided it would be far more fitting to let another pony be the instrument of Cloud Kicker’s subjugation. A pony, she decided, that needed to play that role for not just her long history with the other mare, but to simply prove to herself she was no longer the pushover she once was. Do that, and she would become a superb soldier for their new queen…

Do that, and she would never play second fiddle to anypony again.

Shadowdash knew it was something Nymphaea had to do for herself, but that was not to say she couldn’t offer some encouragement and help build up her confidence, for not even her predatory transformation and powerful new desires and instincts could automatically compensate for her previous lack of them. “Look at her, Nymphaea,” Shadowdash said in an aside to her fellow thestral mare, who was watching Cloud Kicker with rapt attention, envy and longing in her new feline eyes. “Cloud Kicker always takes what she wants and always gets who she wants.

“So confident. So self-assured. And so careless about the feelings of others,” she added with a sneer, having never liked that part of the other mare. It might have surprised her that she felt that way given her own new proclivities, but old attitudes died hard. “She always took you for granted and never gave a thought to anything you wanted. And yet, she’s always been exactly what you wanted to be, and don’t think she didn’t know it—she always led you around by the nose for it!” she noted, causing Nymphaea’s lips to quiver and slitted cat eyes to shimmer.

“But no more!” Shadowdash put a reassuring hoof on the other mare’s shoulders, affectionately gripping Nymyphaea’s wing talons with her own. This time, you have all the advantages! This time, you are the stronger pony and you can finally get exactly what you want—her!

“So trap her. Take her! Let her know that you’re no longer that shy pony and easily manipulated mare she knew. Make her one of us, and then you will be her equal. Transform her, and then it will be she who is worthy of you!”

“Y-Yes…” Nymphaea bared her still-lengthening fangs at that. “Worthy of me…” she repeated somewhat huskily, closing her eyes for a moment to gather herself, taking a deep, hissing breath. When she opened them again, there was resolution and fire in her gaze that had been absent mere moments earlier. “But what will you do, my loving and lovely Shadowdash?” she wanted to know.

Shadowdash offered a toothy grin of her own at that. “I’ll go work on the boys. In fact, now that I think about it, we both should do so to start, as I have something very special planned for Thunderlane that requires we first convert the other two colts. For that reason, we’ll save him for last. But you…?”

She reached up with a bat-wing tip to turn the other mare’s head around to face her. “After you warm up with Open Skies, I give you leave to enjoy yourself and do whatever you wish with both Cloud Kicker and Sunshower! Convert them with my blessings and those of our beloved Queen!” she said as she reached in with a webbed wing to lift the other mare’s chin and kiss her deeply, sharing one final and very sensual embrace before they went in different directions, circling around from opposite ends on their respective prey.

Starlight, Trixie and Granny Smith all realized too late they’d walked right into a trap.

As the magically summoned gates slammed shut around them, imprisoning them in the castle hallway just outside the map room entrance, the wall torches abruptly ignited into violet flames and began to emit curse-soaked vapors—by their thick lavender aroma, Twilight had somehow weaponized the scent of her own arousal! Starlight realized in some shock as it soaked into her system and made her start to go heady.

Beside Starlight, Trixie found she could neither teleport out nor lift the gates magically despite the considerable power of her levitation spells, while Starlight made repeated efforts to dispel the various enchantments emplaced by Twilight’s corrupted magic only to find she could not.

The gates, torches and even the castle walls deflected all her magical efforts, no matter what incantation she cast, and everything in the confined space suddenly seemed designed to excite her, from the cold air causing a hardness in her teats to the incredibly arousing aroma of lavender in the air, calling to her, inviting and even compelling her to be with her companions right then and there. Worse, the cinnamon smell from the scented candles was still present as well, its sweet odor having a more subtle intoxicating effect on them, slowing her wits and trying to mellow her; make her more amenable to the idea of surrender.

It was only then, when Starlight realized she was contemplating exactly that, that she truly understood how intricate the magical trap they were in truly was, and that whatever the curse had turned Twilight into, she was anything but an unintelligent beast for it. She glanced in equal parts panic and passion at a suddenly and sorely flushed Trixie, giving her the same look back, then at Granny Smith, who, under the influence of the same vapors seemed… different, her face contorted like she was feeling echoes of things she hadn’t in a very long time, and to Starlight’s shock, even desirable as she saw the other mare’s younger self quite clearly under her wrinkles, wondering what kind of a mare and lover she’d been in her youth and what abilities her Timberwolf magic granted her.

Bet SHE’D know a few fun ways to use her powers! the odd and fevered thought crossed Starlight’s mind, her marehood involuntarily winking and her hip rubbing up against Trixie's hard for it at the fantasy, only to be quickly quashed as she reminded herself sharply the danger they were in. Through sheer force of her considerable will and magical power, she aimed her magic inward to suppress her own excitement, pushing past the increasingly hot haze of her thoughts to cast a new spell, this one a variant of a griffon-designed magical suppression enchantment that could prevent usage of most foreign magic in a particular area.

A centuries-old spell they’d originally developed during the long-ago war to fight unicorns like her, she’d learned it herself from an old scroll and even used it to trap Twilight when she’d initially come to Our Town, preventing her from using even basic magic while imprisoned.

But she quickly realized that Twilight was far cleverer than that as the spell only prevented casting, not magic that was already present, such as in the lavender-soaked torch vapors. To her horror, the violet smoke seeped right through her shield and into her lungs, causing her sexual hunger to rise further with each half-held breath. Her focus wavering and suddenly wanting very badly to be rid of her soldier costume in Trixie’s presence, wanting nothing more than to shed her cloak and chainmail so she could give full expression to the excitement slowly consuming her, she sensed that she indeed was on the verge of surrendering to the curse right then and there.

“Trixie…” she called out through gritted teeth as the urge to give in grew ever-stronger, wanting to bury her muzzle between the other mare’s legs and let her do the same in return. “I can’t…”

Her thoughts scrambling and recognizing Starlight’s efforts were faltering, an equally excited but fearful Trixie panicked at the thought of giving into Twilight’s machinations and resorted to her own magic, using what was the only other spell she could think of just then.

“Teacup! Teacup! Teacup! Teacup! Teacup!”the showmare shouted increasingly loudly and shrilly as she zapped each of the torches in turn, causing them to turn into… teacups, falling out of their wall sconces with a clatter and the occasional sound of breaking ceramic. That accomplished, she then pulled out one of her own custom smoke bombs and smashed it against the floor, causing it to burst hard into the glittering blue smoke she used for her performances. It had the additional effect of dispersing the curse-poisoned vapors around them, the eruption and outflow of the blue smoke driving its purple counterpart away and allowing them to slowly regain their sanity, Starlight finally having her head cleared enough to call forth a sharp wind right down the length of the corridor to blow the tainted air away.

“Good thinking, Trixie…” a shaky Starlight offered half a minute later, feeling her excitement receding to her great relief. “Twilight warded the torches against levitation, teleportation, anti-fire and destruction spells, but not against transformative ones.”

“Yeah. But turned them into teacups? Really?” A recovering Granny Smith was less than impressed, still rubbing her head with a hoof, looking strangely confused to Starlight, who guessed she wasn’t used to feeling rutting urges.

Well, she did say she hadn’t had them in many years... Starlight was trying hard not to think about that fact, not understanding why she was suddenly looking on the elderly mare so sensually, hoping she might get the chance to reintroduce her to such joys. Dammit, STOP, Starlight! This isn’t you, it’s this Luna-damned CURSE! She reminded herself, mentally apologizing to the Lunar Princess for using her name in vain.

“Well, um… it’s the only transformative magic Trixie knows…” the showmare admitted in some embarrassment. “But Trixie saved us, didn’t she?” she realized in some pride, not admitting to her own amazement that it had actually worked!

“I wouldn’t go that far…” Starlight said from beneath her soldier cloak hood, concentrating on casting a purge spell on them all to rid them of the remains of Twilight’s magic, though she found it rejected very hard by Granny Smith’s body. Huh? Oh, must be her Timberwolf magic doing that, she decided, guessing her spell had tried to purge her of that as well as anything to do with the curse and been rightly rebuffed for it.

Makes sense. It’s too much a part of her now to be expelled, and I doubt she’d want to be rid of it anyway… She then cast a series of protective enchantments on her chainmail armor and cloak just as the unicorn soldiers whose garb she wore had once done, ones that would guard her against both physical and magical attacks. That way, if Twilight tries one of those magic suppression spells on me, my armor will already be able to protect me...

“You wouldn’t? Why not?” Trixie wanted to know, checking her smoke bomb supply.

“Why not?” Starlight looked at the other mare in disbelief as her horn glow faded. “Because we’re still trapped in here! Because I can’t teleport us out or disperse Twilight’s enchantments on the walls and gates!” she admitted through gritted teeth, not understanding why she suddenly found herself so helpless in the face of Twilight’s magic. But that doesn’t make any SENSE! I’ve ALWAYS been a match for Twilight’s power in the past! Has the curse boosted it or is something else happening here? Why can’t I overcome her power NOW? she thought in some frustration and a growing sense of worry, reinforcing her armor enchantments by casting the spells a second time.

An unease that only grew when suddenly, the gate to the map room retracted with an exaggerated slowness and clanking sound, raising itself as if to offer them passage inside. “Finally!” Trixie said in some relief, starting to step forward only to be blocked by raised hooves from both Starlight and Granny Smith.

“Don’t go in,” the latter warned, sniffing the air. “Ah can smell more of Sparkle’s magic in there! Don’t know what, but reckon she’s got more surprises waiting for us the moment we step inside!”

“I sense it too,” Starlight nodded grimly, giving the room a baleful eye. “She clearly wants us to go in. So we won’t.”

“Then how do we get out? Trixie asked in frustration, not at all liking the growing feeling she had that they were all being collectively led by the nose.

“That ain’t a problem. Just leave it to me,” Granny Smith offered, causing the pair to flinch when her eyes glowed green again and bark suddenly materialized all over the lower half of her body with a slightly disconcerting crinkling sound, forming an additional mask over her eyes. Starlight had a suppress a sudden urge to notch an explosive arrow again as, not bothering to explain what she was doing, the older mare reached out a hoof—now a lupine paw composed of twigs and a few leaves—towards the center of the map room.

The roots of the old library tree that sat over the map table reacted instantly to her efforts, the wood coming to life. It began suddenly growing and reaching out for them, sprouting leaves and fresh limbs as it marched towards them despite being long dead and the subsequent preservation spell Twilight had cast upon it, destroyed by Tirek as it had been less than a year earlier. Guided by Granny Smith, it crossed the distance to them in under a minute, though Trixie drew back nervously at the roots snaking along the floor.

Once it got within reach of her, Granny Smith stopped its growth and turned back to them; it was all either other mare could do to meet her glowing green-eye gaze. “That’s our way out. Or mine, Ah reckon, but Ah can take ya both along for the ride, if’n yer willin’.”

“You can?” Starlight said as she realized what Granny was suggesting, trying hard to keep the nervousness out of her voice, especially in front of Trixie—can’t show any weakness, or Trixie might fall to pieces! she worried, trying not to think about the possibility that at the rate they were going, she might too. “But those new branches still pass through the room! And even if they didn’t, where could you take us?”

Granny Smith only shrugged at that. “Any place that tree’s attached to. Being Timberwolf means Ah can go anywhere there’s wood or plants, and mah manner of travel is safe—Ah ain’t affected by whatever magical blocks she’s got up! Can’t pass through metal or stone, though,” she reminded them. “So it looks like our only way out is up through the ceiling.” She nodded upwards into the high vault from which the roots of the former treehouse hung.

“And… what’s up there?” Trixie wanted to know, recalling that direction took them closer to Twilight’s private quarters—the absolute last place she wanted to go.

“Twilight’s private library,” Starlight noted, her expression turning thoughtful. “She keeps her personal journals and more advanced spellbooks in there. And come to think of it, that’s exactly where we’ll find the enchanted journal she uses to communicate with Sunset Shimmer! So that should be our first destination,” She said in some satisfaction, deciding that Twilight had made her first real mistake of whatever she had planned for them.

“If Sparkle hasn’t booby-trapped it like this room!” Trixie pointed out, starting to think that every single one of Starlight’s assumptions that night regarding the nature of the curse and what they might face or do next were being proven invalid one by one. “Trixie doesn’t like any of this, Starlight! Sparkle’s way too smart to not have planned for us going there! It’s all just too convenient!”

“Too convenient?” Starlight rolled her eyes, speaking in strained patience. “Fine. And where else do you propose we go, Trixie? The passage behind us is magically and physically blocked, so our only way is forward. And are you seriously suggesting that Twilight planned for her?” She pointed a hoof at Granny Smith. “If Twilight wanted us to do anything, it’s go forward into the map room, but we’re not gonna do that. Using the wood of the tree, Granny can get us right past it into her private library, where we can both research the cure for the curse and get warning out to the other side of the portal. We have to do it, Trixie, and I find it very hard to believe that Twilight did anything to that room in anticipation of us arriving via Timberwolf travel!”

“But…” Trixie bit her lip.

“Reckon Ah’m with Glimmer there, young’un,” Granny Smith spoke up, staring at them through her disconcerting Timberwolf eyes, her pupils invisible within their glow. “Sparkle didn’t know ‘bout me—hay, reckon none of ya’ll did ‘fore tonight! I’ve been a Timberwolf since before your daddies were in diapers, and Ah know exactly how to use my powers to get around unicorn magic. So she can’t stop me. And she can’t know that,” she said with a sly and knowing grin at them within the confines of Starlight’s privacy bubble; a look Starlight would have thought she wasn’t even capable of.

“Then it settled,” Starlight said with a firm look at Trixie, who looked unhappy but didn’t object again. “So, what do we do?”

“Same as we did fer yer teleport; just hold on to me and Ah’ll do the rest!” the older mare promised. “That said, Ah’m gonna warn ya’ll… this kind o’ travel ain’t exactly pleasant if you ain’t Timberwolf to begin with,” she added in what Starlight realized was a much stronger and clearer voice than she normally spoke with, firm and more youthful sounding.

You know, with the bottom half of her body and most of the top half of her face obscured by the bark and hiding her wrinkles like that, her Timberwolf form makes her look far younger in general... Starlight couldn’t help but idly note, seeing once again the powerful and beautiful mare she must have been in her youth. “Oh?” she asked, trying to stop her eyes from playing over the older mare’s body a second time, clenching her teeth. Must be another lingering after effect of whatever Twilight did… she cast her purge spell on herself a second time.

“Yep. But I can use it to get us outta here. Reckon whatever Sparkle did can’t block my magic, so if both ya’ll just grab on to me, then we’ll be on our merry way!” Granny announced, stepping forward and offering her back to them.

She looked back in some annoyance when the pair didn’t immediately do so, still staring at her warily from beneath the cloak and cap of their respective costumes. “Or, ya’ll can just stay stuck in here and wait for whatever Sparkle’s become to find ya and do Celestia-knows-what to ya! Yer choice, young ‘uns!”

With that, both Starlight and Trixie glanced at each other, then placed one of their hooves on her wood-free back. As they did so, they were suddenly keenly aware of the surprisingly pleasant pine smell she gave off, to say nothing of the wild forest magic she was all but radiating, saturating their senses and giving them some sense of how strong her Timberwolf blood actually made her. But they had little time to contemplate it as the older mare tapped her power and they suddenly felt their fields of vision close in.

A sensation not unlike being squeezed through a tube of toothpaste took hold of them, and they were soon aware of nothing but a rather nauseating sense of their bodies and auras being manipulated unnaturally as they were taken on a trip through the tree roots of the former Golden Oaks Library.

Watching the events of the hallway from her study, a content if only briefly-sated Eclipse observed the proceedings through a mirror-linked crystal she’d hidden in the corridor walls of the castle along with Pinkamena, who wore a sly but contented grin of her own, the two mares now lying side by side on the plush study rug idly pleasured by Twilight’s magical tendrils.

“So close and yet so far,” the former shook her head at the scene, the recording spell she’d placed on the crystal allowing her to see right through Starlight’s privacy bubble, hearing all their conversation and plans. “To say nothing of so predictable. You disappoint me, my former student,” she tut-tutted, though she never lost her smile, looking to the latter like she was enjoying what she was watching immensely.

“Not bad, Queenie,” Pinkamena said in some grudging admiration and amusement—in truth, she didn’t think it’d be that fun to watch, but she’d been proven wrong; seeing Starlight of all ponies fumbling about and flustered was almost worth the price of admission alone to her, to say nothing of the look on Eclipse’s face when Trixie instead of Starlight defeated her trap. “It almost got them. Have to say, I really like the way you think.”

“Thank you, Pinkamena. But I must say, I’m disappointed. Not that it failed, which I fully expected and intended it to—for what fun would it be that my former student succumbs to me so soon?—but that she couldn’t figure out how to escape it herself,” she explained in some disgust. “That it took Trixie of all ponies to beat the simplest of my snares with what barely amounts to parlor tricks is not so much concerning as disgusting. Great and Powerful she categorically is not, and by all rights she should be more hindrance than help to Starlight Shimmer.”

“Maybe. Interesting about Granny Smith, though,” Pinkamena noted idly, pushing back against the magical construct probing beneath her tail, noting with satisfaction that Eclipse had given it the same form as had appeared in one of her favorite scenes from Coital Convent. “So she’s part Timberwolf, huh? I really like that. Pity she’s so old, though. To see her now, I’m sure she was quite the player back in her day.” She closed her eyes and smiled at the thought, deciding that this version of Granny Smith was far more fun than the lunch-serving one at Canterlot High.

“Indeed. Though perhaps she is not as removed from those days as one might think,” Eclipse answered easily, wearing a coy smile and not looking concerned in the least. “I sensed her presence along with Starlight when she teleported in. Timberwolf magic is rather hard to block, but also very hard to miss, and in truth, I’m amazed she and the rest of her clan hid it from me as long as they did. But no matter. Her presence is unexpected, but not unwelcome. Despite what she thinks, I could have defeated her rather unique means of egress, but I think not. For she, too, is now part of my plans, if as yet an unwitting one,” Eclipse noted with a sly grin.

“Oh?” Pinkamena asked in something more than casual interest, admiring the sharp talons at the end of her erstwhile queen’s new bat-pony wings, already thinking of possible weapons they could wield that she could forge for them, either in her counterpart’s basement blacksmith shop or in her own shop class back at Canterlot High. “You don’t mind them heading for your library? If they get word across the portal to Sunset Shimmer...” She was already imagining what would happen when Eclipse crossed the portal, smiling as she imagined all the scenes of the Friendship Games repeated… and this time permanent.

“Not at all, my beautiful and lethal Pinkamena,” Eclipse answered, turning back to kiss her again, speeding up the efforts of her constructs once more. “And in the end, it matters not. Whether human or pony, Sunset Shimmer is no more a match for me than Starlight. She and your human comrades will be lured here and dealt with in due course, thus throwing the gates to the human world wide open.” She closed her eyes, savoring the thought.

“As for the library itself, it was an obvious target, so be assured I have already prepared the room to receive them. My future acolyte’s overconfidence is her weakness. Even after all she has seen and experienced, she has yet to grasp the full import of what she faces, and how cunningly all-consuming it—and I!—truly am. For even if she somehow evades the traps I have placed there, in dear old Granny Smith now lies the seeds of Starlight Glimmer’s downfall.

“They will take some time more to come to fruition, but that’s fine with me. It will give me plenty of time to aid her slow descent into mating madness, claiming her body and soul as a prelude to gathering other allies to my side. And I believe that one such ally awaits you?” She reminded the other mare with a coy grin, then materialized an object in her magic. “Take this, Pinkamena. It’s magical talisman I made months ago, infused with Harmony magic borrowed from the elements themselves. I created it as a failsafe in case Discord turned evil again and the Elements could not be used. Touch it to him, and he’ll be powerless. Better yet, it’ll stick to him and can only be removed by me.”

“Nice. But will it turn him to stone?” she asked as she accepted it and somehow stowed it inside her flat mane. “That’d be a waste.”

“It will not,” Eclipse promised. But it will render him unable to move or cast chaos magic. At that point, you can do whatever you wish with him,” she suggested meaningfully, causing a smile to grow on the other mare’s face. “By all means, have your fun, and then bring him to me afterwards so I can mold him properly. I’ll return his power once it serves me. And be assured, that means he’ll serve you, too.”

The dangerous gleam in Pinkamena’s eyes returned. “As you wish, Queenie,” she said somewhat theatrically, giving her self-declared regent a mock bow. “I’ll be back in an hour or two. In the meantime, have fun with your own hunt, as I know I will with mine!” she announced with a parting—and rather aggressive—kiss, one that took Eclipse’s breath away along with their final, and quite mutual climax courtesy of the former Twilight’s magical tendrils. But by the time their embrace was broken and Eclipse had opened her eyes again in her curse-enhanced afterglow, Pinkamena had disappeared without a trace.

As Nymphaea took flight for the first time on her thestral wings, she couldn’t help but marvel at the changes she had undergone, both physically and mentally, in the space of just a few short minutes.

As both she and her new Captain reluctantly parted, the former Blossomforth noted instantly how heightened her senses had become. Her slitted feline pupils were able to see quite clearly in the low light, easily picking out her new quarry in the distance despite the darkness; if she wasn’t so intent on her prey she might also have taken more notice of the fact that she could actually pick up their scents upon the very wind.

Her membrane wings enabled her to glide all but soundlessly, and she found that she could actually hook the undersides of clouds with her new wing talons, leaving her able to both cling to them and move them without her hooves. This enabled her to pull them along above her, while her light Highborne coat—she’d known little about the thestrals before; but she did recall they had two distinct races, one light-furred and one dark as Shadowdash had said—enabled her to remain camouflaged against their backdrop, allowing her to approach her initial prey undetected.

But what impressed her most of all was her newfound purpose and confidence, a certainty and self-assurance she’d never known or even dreamed she could. She’d always been a rather reserved pony, content to stay in the background and play second fiddle to others her entire life. That included accepting what few scraps of love and affection she’d been given by the mare she admired and wanted most, watching as her obsession with ‘winning’ all too often took her away and into the embrace of other ponies. But now…?

She grinned toothfully, baring her fangs and licking them at the thought. Now, she would finally turn the tables, taking what was rightfully hers! And if it meant she could share her new gifts with both Cloud Kicker and Sunshower in the process as all her new instincts were now telling her to do, then that was just the icing on the cake to the whole affair.

But she would not—at least, not yet. She was still beholden to Rainbow Dash, or Shadowdash as she was now called, and whether the other mare was a mere weather team captain or the new commander for the army of a powerful but sensual mistress Nymphaea had yet to meet but whose cause she very much wanted to join, she would not disobey her orders—particularly ones that promised as much enjoyment and fulfillment as these!

As she and Shadowdash circled around Sunshower and Cloud Kicker from below, the former against the backdrop of clouds and the latter with her dark coat against that of the sky, their first targets quickly came into view—two of the three males out on the periphery, watching the scene with Sunshower and Cloud Kicker but giving each other a wide berth, even going to some lengths to hide their excitement in the case of Open Skies. Nymphaea knew him well and was even friends with him in her previous life. For he was one of the few who knew her pain of longing, although there was an entirely different basis behind it.

Open Skies was an avowed colt-cuddler, and like her, what he wanted most in life was the one pony he thought he could never have—Thunderlane. He’d confided that to her over a mug of cider one evening when they got off shift, after she’d somewhat tipsily vented her frustration to him over Cloud Kicker’s behavior and her inability to settle her down. Though she didn’t immediately know what to do or say to his revelation—she had no previous interest in stallions herself and unlike him, at least occasionally got to be with the one she loved—she did now! For his friendship and the kindness he had shown her in the past, she would reward him by sharing her newfound gifts and power, enabling him to finally gain his own heart’s desire.

To her surprise, she felt at least a brief and mild pang of guilt over what she was about to do to him, having to override the fading remains of her previous programming. But it passed quickly as she looked over to see Shadowdash stalking Star Hunter a cloud or two away, circling around and then swooping down on him from behind, tackling him into the cloud he stood on.

Shadowdash licked her lips hungrily as she dove on the rather striking dark-furred stallion with a constellation cutie mark, said by many a mare to be one of the best-looking boys in Ponyville.

She’d never taken much notice of him outside of his performance on her weather teams, which she found satisfactory if not particularly exemplary. Despite his good looks, he was rather unassuming and, as far as she knew, he was straight as an arrow, having had occasional dates and dalliances with both Sassaflash and Parasol, who usually worked the day shift.

If her plans for Thunderlane were to come to fruition, that would have to change. Her own pheromones had started the process as she knew they would, arousing them and turning all their affections and feelings of friendship into more sensual variants; she could tell by the looks the three males were giving each other—furtive glances and quickly averted eyes combined with flinches they saw the others were looking back—that they were already thinking about each other even as they tried to keep their attention focused on the two mating mares in front of them, eyes fixed on Cloud Kicker’s flagged tail.

Regardless, their attention was not above them, meaning her silent wingbeats and nighttime camouflage allowed her to approach Star Hunter undetected before diving on him from behind. She knocked him over with a sharp “OOOF!”and then rolled his momentarily stunned form onto his back to reveal his rigid if gently waving erection, eight inches in length and surprisingly white against his deep blue backdrop, while she pinned him down beneath her, straddling him. “Hey, wha—?” he started to protest until his eyes cleared as they locked onto Shadowdash’s feline ones, glowing softly in the moonlight. “R-Rainbow?” he dimly recognized.

“Not any more,” she replied hungrily as there was a rumble of thunder heard to their right, indicating that one of the neglected cumulus clouds had gotten big enough to reach storm stage. The breeze picked up and a single lightning bolt forked through the cloud, lighting her up for just a moment, enabling him to see…

“Holy hayseeds!” he exclaimed as he beheld her nightmarish thestral features, flared bat-pony wings foremost among them, though his gaze quickly locked on her sharp fangs and glowing eyes. “Y-You’re a vampony!”he all but shrieked, causing Thunderlane’s head to turn towards them though he couldn’t quite see them from where he was.

“Ssshhh…” Shadowdash soothed, putting a hoof against his mouth, using her enhanced weather powers to lock his limbs into the cloud, rendering him unable to move. “And not hardly! I’m something far better than that, Star Hunter…” she all but purred, giving his chest a long lick, but couldn’t quite resist breathing softly against his neck, her passionate but predatory hiss causing him to tremble. “The name’s Shadowdash now, and I am but the first of many soldiers for my new mistress,” she informed him, wondering if she’d ever get tired of saying that line as she began grinding herself against his still-hard stallionhood, which quickly regained what little rigidity it had lost.

“Sh-Shadowdash… M-Mistress?” he barely croaked out as he tried to get up but quickly realized he was trapped. Looking down his belly at her, he watched in shock as she began to position herself over him. “But you… th-this…” His expression wavered from fear to desperate hope as he finally guessed her intentions, his shaft involuntarily twitching at the thought—he’d had more than few fantasies about her in the past, but he also knew she was completely out of his league, being the Wonderbolt and Element of Harmony that she was. “J-just don’t hurt me!”

“Hurt you…?” Shadowdash put on an injured look. “Now why would I want to do that, Star Hunter? All I want to do… is you…” she breathed softly into his ear, which she then nibbled on gently with her sharp teeth, causing him to take a shuddering breath as he felt both their sharpness and the tingling flesh they left in the wake of their passage. “You’re going to rut me. And then you’re going to rut Thunderlane. And you’re going to enjoy every single second of all of it…” she informed her stallion captive, watching his eyes go wider with each sentence she spoke.

Nymphaea reached Open Skies barely a second after Shadowdash did Star Hunter.

She did, however, take a much different and far more gentle means to approach him than the other mare, coming up through the cloud itself beneath him as she knew her light coat meant she couldn’t be as easily spotted within it. She’d then popped up right in front of the startled stallion, so surprising him he stumbled and fell backwards into the cloud. “Wha?” was all he got out before Nymphaea was on top of him kissing him, his rather thick but not particularly long pink-and-orange erection waving about in the air for a moment before being pinned against her belly, its shape and appearance surprisingly tempting to her.

She did not try to immobilize him, nor did she wish to, even with her instinct telling her to do whatever was necessary to make him hers and pass her new magic onto him. It was simply the way she’d always preferred to do things, gently and subtly unlike Dash’s far more direct approaches. Since he’d always been nice to her, she also didn’t wish to scare him so much as soothe him, and so she explained herself.

“Hi Skies,” she greeted him with genuine warmth in her voice once his vision had cleared and their kiss had broken, a small string of saliva connecting their muzzles. “So what do you think?” She proudly displayed her new thestral wings and eyes to him, showing off her bat-pony body against the backdrop of moonlight reflecting off the growing thunderhead behind him.

“Uh…” he went both confused and perturbed for a moment, his eyes tracing her outline, not understanding why he was suddenly and so sorely turned on by her, his erection stubbornly refusing to go away, twitching hard against her belly. “Is th-that a costume, Blossoms?” he asked somewhat nervously, cursing his continued and rather inexplicable arousal at her appearance—he liked her as a friend, of course; she was even one of the few ponies he’d confided his colt-cuddler status in—but he certainly didn’t like her that way!

“Not at all…” she promised him, baring her teeth to show off her fangs, causing him to flinch slightly. “It’s the new me. My name is Nymphaea now, and I’d like to share this with you. In fact, I have an offer I think you’ll very much like…” she said as she reached down to kiss him again, then whispered what she planned for both him and later Thunderlane in his ear, causing his wings as well as his stallionhood to go almost painfully rigid.

Fifty yards away, Shadowdash was savoring the moment.

With her quarry safely secured except for the business end of his male anatomy, she had given him one final kiss before turning around to present her rear to the sorely aroused male, giving him an eyeful of her glistening and winking marehood, causing him to take a deep and ragged breath.

“Enjoying the view, Star Hunted?” she asked, enjoying her own turn of phrase as she reached back with her right wing’s new fingers to grasp and elevate his erection, enabling her to begin grinding its shaft along the full length of her opening, slickening and stimulating it, causing his hips to buck and her prey to give a sound that was half-nicker, half-whimper, the sight combined with her curse-enhanced black cherry mating aroma exciting him beyond all reason or mercy.

She couldn’t help but grin at his reaction, thoroughly enjoying herself, teasing but not yet letting him enter her as she knew he sorely wanted to. ”Carrot-dogging” was the term ponies used for the act she was performing on him, though she’d heard anecdotally from Starlight that humans used a slightly different one.

Starlight… Her thoughts cast back, sorely hoping she’d be back in time to witness—or even assist with!—the other mare’s conquest. But first things first…

After a full minute of erotic torment, both her scent and unceasing stimulation leaving him biting his lip and nickering needfully, all but begging her for release, she finally indulged him—and herself!—by tipping up his drooling shaft to press directly against her opening, then sitting back onto it, letting it sink deep within her.

“Ah!” they both called out as she took half its length almost immediately, all the way to its medial ridge. “That’s the way…” she said with a fresh hiss and grin, then looked over to see that Thunderlane was staring at them in disbelief as the area of the cloud he was standing was slowly growing upward, finally giving him enough elevation to see.

“Enjoying the view, Blunderlane?” she called to him, unable to resist using his Wonderbolt nickname, letting him get a good look at her thestral features, causing his eyes to go wide. “Stay right there, ‘cause you’re next!”

“N-Next?” he got out in a weak voice, his own eleven-inch erection hanging beneath him still scraping the slowly expanding cloud they all rested on, giving her the perfect opportunity. She tapped the cloud with a hoof, willing its mass to solidify around his hooves, leaving him unable to do anything but watch and rub his exquisitely engorged organ against the surface of the cloud

“H-Hey!” he shouted, trying to pull away but quickly finding that he couldn’t. He then tried to override her control of the cloud with his own wind and weather magic, only to quickly discover he could not—her power was superior to his, and even worse, the cloud was beginning to slowly build around them as its neighbor had, threatening to turn into a full-blown thunderhead. “R-Rainbow! Let me go!” he begged her as he sensed a static charge starting to build beneath him, only to be ignored.

“Oh, don’t worry your tight little tail, Blunderbutt. We won’t take long and I won’t let the lightning getcha! So how you doing, Nymphaea?” she called out a little louder as Star Hunter’s hips began to buck helplessly beneath her, sinking himself even deeper into the mare of his greatest desires, unable to stop himself even if he wanted to.

“I’m fine!” she called back happily after a moment’s pause, causing Thunderlane’s head to whip around to his right, his eyes going wide and jaw agape anew at what he saw.

Bonnie Tyler: Total Eclipse of the Heart

Open Skies, unlike Star Hunter, was completely unresisting as Blossomforth—or Nymphaea, as she now called herself?—went to work on him.

The promise she made him was one he could not pass up, and the means by which she promised it would come true was also irresistible to him; even if he’d never had it done—or even considered having it done—by a mare before! He watched wide-eyed as she laid a trail of nibbles and kisses down his long blue neck and chest, her sharp teeth occasionally giving him a nip that caused him to shiver, the anticipation and arousal he felt growing stronger with every inch she moved lower on his belly.

Finally, she reached the top of his shaft, letting her hot breath wash over it for a moment, causing his own breath to catch and body to tense, his half-flared head already drooling, ready and eager to accept her promised service.

She wasted little time in delivering it, wrapping both her membraned wing fingers and her long tongue around it, curling it twice around the breadth of his shaft. He arched his back and groaned at that, amazed at her newly dexterous tongue and wing appendages and fervently hoping he’d get them too—for she was now performing one of his own favorite acts, and with her new anatomy, she was doing it even better than he could!

“Y-you’ve done this before?” he barely managed as they both heard Rainbow call out, and Nymphaea paused just long enough to answer, wondering only idly how her new Captain was doing but envying Star Hunter for it.

“Never,” she answered his question in perfect honesty around slurps of his male organ as she fit her entire mouth around its head, grasping its base with her wing, keeping its sharp points away from his skin, holding him in place and slowly stroking him. “I’ve no more been with a stallion than you with a mare…” she told him truthfully, reflecting in some wonder how little that mattered to her now—as far as she was concerned, what she was doing was the most normal, natural act in the world, sensually satisfying a good friend and passing on her wondrous gifts in the process.

For in the end, what more mattered than that?

Despite her previous unfamiliarity with the oral act—something even few straight mares would ever consider doing; oral rutting was normally performed between same-sex couples only—it took less than a minute to bring him to climax, leaving both him and her immensely gratified. “Bloss—I-I mean, Nymphaea…” he called out shakily, feeling the orgasmic wave building within him. “I’m g-going… I’m a-about t-to…” he tried to warn her before he could no longer focus enough to speak, feeling his body tense to the point of rigidity.

“Then let it happen…” she cooed at him around her mouthful of throbbing organ, only intensifying her efforts, wanting to give him the best experience possible in advance of his transformation. “Just let go and like me, you will be reborn… and then you will be able to have your heart’s desire,” she told him, her fervently delivered words leaving him no doubt it was true.

That was all the encouragement he needed as his apples visibly contracted, pulling partially back into his body as the head of his stallionhood flared, erupting his seed into her waiting muzzle. Either as a function of the curse or her feelings for him, she found his creamy taste deliciously sweet and satisfying, eagerly slurping it all down, milking his shaft and then sitting back down to watch him transform, holding his hoof tightly as she did so.

“Don’t worry. It won’t take long. And it won’t hurt at all…” she promised, watching in fascination as she saw him undergo the same evolution she had, but this time from the outside, pegasus features being replaced with thestral ones, except even more exaggerated than the bat-pony norm. Better yet, his stallion features got larger as well, giving him an enhanced set of equipment that would have rivaled or even exceeded the stallions of Playmare magazine!

His conversion took less than a minute to complete, and when it did, he opened his eyes to reveal slitted thestral pupils that matched her own except in color, his coat lightening instead of darkening, taking on a pale blue cast that would camouflage him nicely against not just the clouds, but against the daytime sky.

“Perfect…” Nymphaea noted as he stood up to admire his new wings and form, blinking and looking around, adjusting to his new enhanced senses, feeling his new hunting and mating instincts for the first time. “Now, I think you have a long-awaited date with Thunderlane…?” She motioned with her head over at the cloud-bound but sorely aroused stallion, who was now wearing a thin sheen of sweat beneath his royal legion costume, seeing not just one but three couples rutting passionately around him, knowing that he was being saved for last.

A fresh flash and rumble of thunder echoed through the air. “I will, but first…” He grinned toothfully, then pounced her, knocking her on her back and laying his own row of kisses on her, his new stallionhood dangling low between his legs… and hers. “Let me repay the favor…” he offered as she grinned up at him, accepting his affection and spreading her legs wider for him to enter.

Shadowdash felt herself as much exhilarated by the growing storm beside them as the captive stallion beneath her, made to pleasure her—and himself!—helplessly. He heard him grunt and groan as her powerful marehood muscles mercilessly milked his overstimulated organ, trying to draw his seed out of him. She soon succeeded, both the bondage he was in and the sight of the mare he’d always wanted to be with above him, if now in predatory form (or was it because of it?) driving him quickly to climax.

He finally cried out and arched his back hard, emptying his apples into her, coming harder than he could ever remember in his life—neither Sassaflash or Parasol had ever come on to him or rode him as aggressively and deliciously as this!

He had little time to consider the question, however, as he felt himself being drawn down into a whirlpool of unknown origin, a new energy invading him even as his own was expended. He didn’t know what was happening to him except that somehow, he needed and wanted it, even more badly than he’d wanted her!

His thoughts and senses went topsy-turvy for an uncertain length of time, but by the time it ended…

“That wasn’t so bad, was it, Star?” Shadowdash asked as he opened his eyes again to find every last one of his senses enhanced—sight, hearing, and smell—and his entire body altered, his pegasus wings replaced with thestral ones; his coat a bit fuller but no less darker than it was. When lightning flashed, he saw everything lit up clearly, amazed at how far-seeing his vision now was, even in the dark of Luna’s night, to say nothing of all the subtle scents on the air he could now pick up—the sensual aroma of the mare who had converted him not least among them! “Welcome back, stud.”

“Whoa…” was all he could say to start, still marveling at his new body and urges, not frightened by them in the least. He suddenly knew who and what he was; he knew what his very purpose in life was, and found he didn’t mind it in the least. “Th-thanks, Rainbow…” he told her in great gratitude, accepting another kiss from her, even reaching up with a hoof to pull her head to him as she’d released him from the cloud below. “You don’t know for how long I wanted to do that with you…”

“It’s Shadowdash. And I might have some idea...” she told him as their long tongues began a rutting ritual of their own within the confines of their joined muzzles.

When they finally parted, she turned to her left, where Thunderbolt still stood, looking very nervous and equally aroused as his head kept turning from scene to scene. He was involuntarily moving his hips, but finding his progress impeded by the cloud which trapped him, leaving him unable to relieve his own tension.

Shadowdash couldn’t help but grin at that, calling out to him again. “Don’t worry, big guy, just hang loose! I’ll send the boys in to help ya in just a minute! Business before pleasure, and all…” she informed him with a knowing grin, causing his eyes to go wide.

“B-but…” was all he could manage as he fully realized for the first time the fate she intended for him, cursing himself for the even more heightened excitement it caused him, long-repressed fantasies of other stallions taking and pleasuring him asserting themselves and mixing with memories of some slightly drunken time he’d spent with Soarin in the recent past. “But I’m n-not…” he tried again only for the words to die in his throat, his heart pounding hard in anticipation within his chest, his tail involuntarily flagging behind him.

Shadowdash instantly noticed, as attuned to mating urges as she now was. “Oh, you want it bad, don’tcha? Well, be patient, Blunderbutt!” she taunted before turning her attention back to Star Hunter beneath her.

“Aw… we don’t get to take him now?” he asked almost forlornly, sparing the larger male a glance, able to see him as the cloud platform he was on continued to push him further up into the air, leaving him fully exposed and presented. “I mean, he’s just up there waiting…” He licked his lips hard at the thought of taking the big stallion—for Thunderlane would not only be his first conquest, but his first ever male!

Shadowdash grinned at his newfound enthusiasm. “Don’t worry. I’ll turn you and Skies loose on Thunderlane shortly, Starbutt. But before that…” she climbed on top of him again, this time facing forward, reaching back once again to grasp his enhanced organ, finding it was much harder to encircle with her wing talons now for its larger size. It was a rutting position she’d never tried or even so much as considered before, and was doing so now as much for the kinkiness of it as the fact she wanted to see his face as she took him again. “Wanna go another round?”

“Love to…” he confirmed with a lick of his lips, this time positioning her over his waist himself with his hooves and new wings, marveling at not just his new manual dexterity but her willingness to take such an unusual mating position; something he’d only seen before in the Pony Sutra. He would have had severe reservations about doing it before, but now...?

But now, he realized didn’t mind at all, admiring both his larger size and her beautifully altered body, taking in her deliciously sweet mating scent as he carefully lowered her onto his enhanced stallionhood, which she took easily despite its greater girth.

“Now that’s the stuff!” Rainbow said in ecstasy as she threw back her head and—her front hooves holding onto his hind ones to brace herself—she began riding him with abandon using what Pinkie Pie had once mentioned casually was the human ‘cowgirl’ position—that’s a really weird term; wonder how she knew it? The odd thought crossed her mind even in the throes of her passion—“Buck me and buck me hard, Stud Hunter!”

“Yes, ma’am!”he said very enthusiastically, moving his hips in time with her own downward, wing-aided thrusts and finding his eyes drawn by not just her very erect and gorgeous bat-pony wings, but the larger-than-normal mammaries wobbling low on her belly, her teats inscribing small circular motions as she moved up and down. But he barely had time to consider what he might do with them before her muscles clamped down tight on him as she arched her back and tensed up again, hissing sharply as her hot, wet marehood squeezed his larger shaft deliciously hard.

Lost in his own haze of pleasure, brought about by not just her efforts but the simple fact it was her doing it, he felt his swollen and oversized apples reciprocate, drawing in a deep breath of his own, then felt his flanks slam upward, pushing himself as deep into her depths as he could. His entire world reduced to the feel of her around his shaft, its exquisite sensitivity enhanced along with its size, he exploded within her, flooding her inside with more seed than he ever thought he could produce. And yet, she absorbed it all, riding him through their mutual glory until…

Her body infused with his seed, she suddenly sprouted her own apples andstallionhood; the set of male equipment growing into existence from just below her marehood and just above his!

“Whoa…” They said as one, but they barely had time to register their mutual astonishment and delight at its presence—to say nothing of what it meant!—before a new voice was heard.

“What… the… HAY?” Cloud Kicker’s shocked voice called out from the next cloud over; she and Sunshower having finally detected the activity around them and disentangled themselves from each other, now standing and staring at the scenes before them in surprise, and, as they took in the altered features of their friends, their initial interest giving away to no small amount of fear.

Everypony froze, if only briefly, before Shadowdash looked back and smiled easily at them, showing her fangs and proudly leaning back to display both her new thestral and male equipment—that they could yet undergo further conversion was news she had to get back to her mistress!—and already considering what use she might make of it, her gaze and intent quickly focusing on the newcomers.

“Oh, hi there, CK! And how ya doin’, Sunshower?” she called out to them like she was meeting them in a local pub after shift. “Enjoy your time together? So why didn’t you let the boys join in?” she asked with a smirk. “I mean, tease without letting them touch? That’s not fair to them or us! So we’re gonna have to teach you a lesson!” She lowered her head and narrowed her eyes in anticipation of a hunt, her smile only getting broader for it.

“CK! Sunshower! Get out of here!” Thunderlane shouted, the spell over him at least briefly broken. “Go for help!Go!” he added frantically. The pair of pegasus mares looked at him, and then, their mutual lust at least temporarily forgotten, immediately took flight and fled the scene, flying off at top speed into the night.

“That’s our cue! They’re ours, Nymphaea! I’ll get Sunshower, but Cloud Kicker is all yours!” Rainbow shouted across the cloud, just hearing her acknowledgment before she then turned back to Star Hunter with an apologetic grin. “Well, looks like you don’t have to wait after all. We’ll go after the girls, while you and Skies can do Blunderbutt over there. Think you can deal with him?” she asked with a kiss.

“No problem, boss!” he replied instantly like she was still giving him orders as weather team captain, returning the gesture, letting her get off him with some disappointment, though it was quickly forgotten as he remembered what was left to him in her place. He turned his gaze upon Thunderlane and smiled, the look on his face causing his new prey to shiver and his shaft to twitch hard again. “Just leave it to me!”

“And me!” Open Skies called out as Shadowdash and Nymphaea shot off in pursuit of the two unconverted mares, leaving two sorely aroused stallions behind. “I want him too!”

“You can have his muzzle, Skies, but that gorgeous gray tail is all mine...!” Star Hunter announced with a lick of his lips by his lengthened thestral tongue.

Author's Note

🎃 Trick or Treat, folks! 🎃

This was a rather interesting and fun chapter to write, for everything that ended up in it, trying to keep the pace and interest even though we were shifting viewpoints--and themes--quite frequently. and yet, we still didn't get to the end of action with the weather team. I decided that, once again, we were at a natural stopping point and to push it any further would detract from what was already there. This way, we can give Thunderlane and Cloud Kicker the attention and scenes they deserve.

And yes, with regards to Thunderlane, Teh Gay is going to be quite prominent in his section of the next chapter, but fear not--said section will be clearly marked for those who don't care for it so it may be skipped. But that still leaves things with Shadowdash/Sunshower and Nymphaea/Cloud Kicker, to say nothing of Starlight's first encounter with Eclipse! Sorry it's taking so long to get through things with the weather team, but there's a long way to go (and a whole slew of ponies to get through!) to get there, and it didn't seem right to not give each member of the weather team a spotlight in turn. And no, I haven't forgotten things on other fronts, but each deserves its own attention and focus, and each will get it turn.

I think I'm most pleased with how I depicted Blossomforth/Nymphaea here, and prereaders seem to agree. Regardless, promise kept to get the next chapter out in time for Halloween. I'll aim for another new chapter around Thanksgiving.

Happy Halloween, everyone!

12: Cloudkicked

Sunshower and Cloud Kicker fled the frightening—but strangely arousing—scene as fast as their wings could take them, their earlier intimacy forgotten and hearts pounding in their chests.

Cloud Kicker didn’t know what had suddenly made her—made them all!—so suddenly and deliciously horny, but she hadn’t cared much, enjoying herself and Sunshower’s lemonade-scented marehood greatly for it. She’d also been more than happy to tease the stallions in the process, keeping her hindquarters pointed at them, giving them an eyeful beneath her flagged tail. She was more into mares than stallions as a rule, but once in a while she would indulge them, if always strictly on her terms…

Terms that were decidedly not met when she suddenly heard a sharp rumble of thunder—they weren’t supposed to be making storms, just spooky skies!—and looked up and beheld several shocking sights at once.

“What… the… HAY!?” was all she could immediately think to say, instantly pulling herself up and off a very surprised and disappointed Sunshower, who quickly sobered up as she likewise saw the scene around them. At first, the pair could only gawk at the sights around them—very predatory bat-pony versions of Blossomforth and Rainbow Dash were perched atop Open Skies and Star Hunter, taking them in a mating position even she would rarely consider! And between them was a cloud-bound and sorely aroused Thunderlane, seemingly waiting his turn…

Under any other circumstances, she might have found the scene both interesting and extremely erotic, right out of some of the more kinky Neighponese nangas she’d read, but as she beheld what was happening, she found herself feeling a very real twinge of fear. Those aren’t costumes and this… isn’t… NORMAL! was all her slightly panicked mind could immediately come up with as Rainbow, or whatever she had transformed into, turned towards them and gave them a chillingly toothful grin, looking upon them as if they were little more than… meat?

“Oh, hi there, CK! And how ya doin’, Sunshower?” she called out to them like she was meeting them in the local pub after shift—her voice, at least, sounded normal, if a little more brash and boastful. “Enjoy your time together? So why didn’t you let the boys join in?” she asked with a smirk. “I mean, teasing without letting them touch? That’s not fair to them or us! So we’re gonna have to teach you both a lesson!” She lowered her dark-furred head and narrowed her impossibly slitted eyes in seeming anticipation of a hunt, her smile becoming broader and even more predatory for it.

“CK! Sunshower! Get out of here!” Thunderlane shouted, his voice both excited and quavering as he sensed his fate approaching. “Go for help!Go!” he begged them despite his flushed cheeks and enormous erection.

Cloud Kicker was never one to back down from a threat or fight, and certainly not a potential partner. She had speed and confidence to spare; she knew several martial arts and didn’t mind in the least mixing it up with mares or stallions either in the bedroom or in a barroom, for she often found a good brawl every bit as invigorating and fun as a good tuck. She relished dares and challenges for how good she was at winning them, earning the title of ‘winningest pony’ in the process to Rainbow’s occasional chagrin, and she never, ever lost control of anything...

Until now. Whatever was happening out there, she sensed instantly that she would not be in control of it, and the idea both scared and excited her more than anything else they saw. A trickle of sweat went down her cheek even as a fresh trickle of her own plum-scented nectar—”Juicy and delicious!” she often said to tempt her myriad partners with it—ran down her leg; her still-swollen marehood winking in spite of herself at the very unlikely and strangely enticing sights before her.

But the fear won out; after exchanging a quick glance with Sunshower, who was staring equally frightened and slack-jawed at the scene, she obeyed Thunderlane’s plea. The pair immediately flew off as fast as their wings would carry them through the increasingly stormy skies, trying to lose their nightmarish pursuers in the growing cumulus congestus clouds around them; their static charge accumulating and starting to raise the hairs on their manes.

And yet, for all her speed and skill in the air, she was stunned to see that Blossomforth of all ponies was not only pursuing her but gaining on her, steadily getting closer even as the nightmare version of Rainbow closed on Sunshower, the latter of whom Cloud Kicker had been enjoying the company of not a minute earlier.

“You’re mine, Cloud Kicker!” the now-batpony version of Blossomforth called out over a fresh rumble of a thunder from a building storm in the distance; the neglected clouds bunching up and growing in the absence of the split and sorely distracted weather team tending them. “You’re finally mine, and you’re not getting away this time!”

Any other time, Cloud Kicker would have responded with bravado and innuendo—in the past, Blossomforth had been so fun to tease!—but this time… “St-stay back!” she warned even as she went into a series of sharp maneuvers and dove through a cloud to try to lose her dogged pursuer. “I don’t know what happened to you, but I don’t wanna hurt you, Blossoms!”

“It’s Nymphaea now!” the former pegasus mare corrected from behind her, causing Cloud Kicker to blink. “And don’t worry, fillyfriend, you won’t anymore!” she announced in an intent but gleeful tone Cloud Kicker had never heard from her before, one that both chilled and thrilled her—whatever the creature that was pursuing her now, this was not the Blossomforth she knew!

Her attention was grabbed by a sudden blast of wind from below. Off to her side, Sunshower had tried to escape Rainbow by going into a power dive, attempting to make it to Ponyville, but instead of giving chase, Rainbow had countered that by simply summoning forth a massive updraft beneath a nearby and quickly growing cumulus to yank her back up. Her own wind and weather magic unable to compensate, Sunshower had been caught up in the powerful upwards gale and sent shooting right through the cloud, bursting out the top even as it continued to expand beneath her…

… and right into Rainbow’s waiting grasp, who then threw her back down onto the cloud beneath her and pinned her within it, going to work on her out of sight of the other two mares.

For the first time, Cloud Kicker realized that she was not only not in control, but for the first time in her life, completely out of her league. A feeling that was not helped as her former friend with benefits bore down ever closer upon her, closing in with not just uncanny speed and agility she’d never been capable of as a pegasus, but with a desire and fire she’d never shown before.

“One down…” Blossomforth noted eagerly as she noted the action off to their right. “And one… to… go!” she exclaimed gleefully as she put on a final burst of speed powered by a summoned tailwind. Cloud Kicker was only barely able to keep her airborne balance and dodge her friend’s foreleg swipe, shooting off to the side and aiming herself for a nearby cloud. If I can lose her in there, then I might be able to get AWAY!

She had barely entered when she realized too late that was the last thing she should have done—the waterlogged air around her condensed into something akin to molasses as Blossomforth reached and made contact with the cloud, partially solidifying it around Cloud Kicker, imprisoning her within it.

“What? No!” Cloud Kicker shouted as she realized she was trapped, struggling to get away. In a moment of inspiration, she tried to trigger a lightning bolt to blind her pursuer and dazzle her long enough to disrupt her focus and allow an escape—she’d read somewhere that thestrals were very light-sensitive and vulnerable to being blinded by sudden flashes—but with the cloud firmly under Blossomforth’s thrall instead of her own, she was unable to unleash even a small bolt, and her friend seemed unaffected by the camera-like flashes of more distant bolts anyway, even the ones that left spots in Cloud Kicker’s vision.

She barely had time to consider alternate means of escape before the cloud around her suddenly parted; the two halves above her being pulled apart by diverging winds, leaving her exposed but with her limbs trapped within the cloud’s bottom, her unbound wings clawing frantically at the air around her but unable to pull her free.

An effort that only became all the more frantic as Blossomforth landed in front of her, stalking towards her slowly over the cloud surface, her feline pupils turned into bright orange embers in the moonlight. She gave her bound friend a sinister grin, her fangs gleaming while she studied her quarry with a lustful, hungry gaze. “So, what’s wrong, CK? You never shied away from a good rut before!” she pointed out, deliberately freeing her friend’s forelegs and allowing her to rise up and pinwheel them desperately, trying to ward her off.

“Stay back!” Cloud Kicker ordered again. “I mean it, Blossoms! Don’t come any closer!” she tried again, struggling to keep the quaver from her voice.

“Stay back? Why?” A completely unimpressed Blossomforth asked in amusement, never breaking the stride of her approach, visibly savoring the role reversal she had for so long dreamt of and was now inflicting. “You never minded being with me before, Cloud Kicker! You never minded being with anypony! So why so scared now?” she asked mockingly, licking her muzzle slowly with a lengthened tongue, her newly acquired stallionhood growing quickly beneath her belly, causing Cloud Kicker to gape, feeling her arousal starting to surge again to her great surprise as she started to sense she wasn’t going to be able to escape her predicament.

Abruptly, Blossomforth’s attitude changed, her expression turning much darker, her slitted eyes narrowing and bat-wings flaring in anger, the look in her eyes causing Cloud Kicker’s blood to run cold. “Maybe because it was always on your terms? Because you always got to decide where and when I got to be with you? Because I always ended up with sloppy seconds after all your other partners? Because you never stopped to consider my feelings or how much it hurt me to see you with everypony else?” There was a moment of very real rage in her voice that made Cloud Kicker’s heart nearly stop as the cloud beneath her began crackling with electricity in direct response to the transformed mare’s anger.

“Blossoms…” she tried again, fearful of not just her former friend, but of being struck by a wild bolt of lightning.

“Don’t ‘Blossoms’ me, CK! I told you my name is Nymphaea now! And this time, things are different! This time, you don’t get away! This time... I get you all to myself, and we do things the way I want to!” she announced as she simply knocked the other mare backwards with another great gust of wind, onto her back. She quickly locked Cloud Kicker’s wings and all four legs into the burbling cloud around her, leaving her fully exposed and presented to Nymphaea, who used the cloud to spread her legs even further apart. The summoned breezes that were pulling at the cloud and her legs played over her marehood, making Cloud Kicker shudder and her femininity involuntarily wink again, still overly-sensitive and unsatisfied as it was from her earlier abortive session with Sunshower.

“Well, well…” Nymphaea called out as they both heard Sunshower’s orgasmic cry from the next cloud over. “You really like the tables being turned, don’t you?” she noted in excitement and delight as she slowly approached the bound Cloud Kicker, suppressing the static charge of the cloud beneath her just enough to keep any lightning bolts from erupting in their general area, though that didn’t keep some deeper sparks from lighting up the cloud beneath her. This fact didn’t go unnoticed by Cloud Kicker, either, causing her to whimper, realizing that for the first time since she was a very young filly, she was afraid…

And very aroused as Blossomforth, or Nymphaea as she now claimed she was called, neared her, allowing her to get a very close look at the mare’s altered form—tufted ears, a slightly shaggier coat and large, webbed, bat-pony wings were all evident; when lightning flashed behind her, she could see right through the thin membrane to glimpse not just her prominent thumb talons, but the dexterous finger-like structure that underlaid the wings themselves.

But she had little time to consider the matter as her former friend reached her, staring down at her athletic body quite hungrily, her glowing thestral eyes tracing its outline but focusing, she noted with some fear, on her long neck. Panicked visions of vamponies danced in Cloud Kicker’s head as Blossomforth considered her lazily, licking her lips and appraising her as if she was a great meal, deciding which course came first.

“Hey Nymphy! How you doin’ over there?” Rainbow’s voice called out just before she and a freshly converted Sunshower appeared from over the top of the cloud, the latter now a bat-pony like the rest, if with a much darker hue than her previous bright yellow coat, now turned a much darker golden color to go with her pine green mane and tail. She took in the situation before her and gave Nymphaea an approving nod. “Well, then. Looks like you got everything well in hoof!” She turned her gaze to the bound form of Cloud Kicker and snickered. “So who’s the winningest pony now, Cloud Kicker?” She couldn’t resist adig at her longtime rival. “Looks to me like you’re about to have your title taken!”

“Aw… can’t we join in?” Sunshower studied the scene hungrily, wanting to try out her new abilities and equipment, now sporting a malehood of her own to Cloud Kicker’s shock. “Please, Shadowdash? I mean, I didn’t get to finish with her before…” She licked her lips meaningfully, her new stallion shaft rapidly growing to attention and already drooling on the cloud beneath her.

Cloud Kicker was anything but reassured when Rainbow, or ‘Shadowdash’ as she now apparently called herself, shook her head. “Sorry, Sunny, but fair’s fair—I promised Nymphaea here that Cloud Kicker was all hers!” Rainbow pronounced to a fresh shiver from the bound mare as she finally realized her fate—they were going to make her like them! “And she deserves her! But that doesn’t mean we can’t have fun elsewhere. We’re gonna head over and check on the boys now. Have fun, Nymphy! Give her a tuck for us, but don’t take too long! Our Queen awaits!” she reminded the other mare as a fresh stroke of lightning from the nearby storm lit up the scene.

“You got it, Dash!” Nymphaea answered like she was following orders as part of the weather team again. “Well, you heard her, CK. Can’t keep our Queen waiting!” she noted with a grin as the other two zipped off, leaving them alone again.

“Q-Queen?” Cloud Kicker repeated in a shaky voice as the rumble of thunder reached them quickly, now anticipating and dreading her friend’s touch, seeing the stallionhood hanging beneath her belly, already—and deliberately?—drooling all over her erect and tingling teats, giving them an odd feeling of expansion and fullness, causing their mass and sensitivity to grow.

“Our new sovereign, Queen Eclipse. Don’t worry; you’ll meet her soon enough…” Nymphaea informed her with a long and languid lick of the other mare’s neck, who moaned softly, now immersed in Nymphaea’s scent and pheromones, breathing more in with every inhalation and increasingly in her thrall for it. “But for now…” she stepped forward and reached down to kiss the other mare deeply, full on the lips, and Cloud Kicker responded almost in spite of herself, her excitement only growing at being hunted down, trapped, and in the most unlikely role reversal she could imagine, being placed at Blossomforth’s mercy!

“B-Blossoms...” was all Cloud Kicker could manage as her head swam, both from whatever was in the air around her and the sheer exhilaration of being taken by her suddenly predatory friend, her body responding to the altered mare in spite of herself, keenly aware of every contour of her body as well the brand new equipment she had acquired. “I… I…”

“Sssshhh…” Her reactions did not go unnoticed by her longtime friend. “It’s okay, CK. I promise you’re going to enjoy this as much as I will!” she said huskily between kisses, her long tongue probing deep into the other mare’s muzzle as the tapered head of her dangling thestral malehood left wet trails of hot fluid against her slightly chilled belly, its mass finally settling nicely between Cloud Kicker’s newly engorged teats as Nymphaea sat up off the other mare, leaving only their lower bellies in contact as she began thrusting slowly between her friend’s deliciously swollen mammaries, stimulating them—and herself—with the motion. “So many ways to tuck you, but so little time. So let’s start with this…” she announced as she began thrusting her newly acquired organ between them,

“Wha…?” A badly flushed Cloud Kicker looked down at her belly in disbelief as her friend began performing the unheard-of act, pushing their still-growing mass against her throbbing and thrusting shaft with her hooves, feeling the unfamiliar but anything-but-unpleasant sensations go through her as the sensitive flesh was manipulated; her feminine features used as a very unlikely toy for Blossomforth’s pleasure! “But… that’s…” For one of the few times in her life, Cloud Kicker found herself completely speechless. She was no stranger to kinky stuff, but even she’d never been rutted like that before! And incredibly…

I… I think I LIKE this??? she realized in some shock, starting to wish even more from her friend.

“Fun, huh?” a breathless Nymphaea called out through hissing breaths as she saw her friend’s face flush further, her teats now almost painfully hard, making it a point to grind the veins of her shaft against them to tweak them further, eliciting startled gasps from Cloud Kicker, who bit her bottom lip hard. “Humans call it ‘paizuri’, according to Pinkie Pie! No idea where she learned it, but I heard about it from her and really liked the idea!” she announced as she continued to thrust between the still-growing mass of her friend’s mammaries, now able to encircle half her large organ with them.

After half a minute of such mutual stimulation, she abruptly stiffened and took a sharp intake of breath in an announcement of impending climax Cloud Kicker knew only too well.

“And now… here’s another little item from humans Pinkie mentioned…” she managed to get out just before her back arched and the head of her stallionhood flared hard, pointed right at Cloud Kicker’s head, who suddenly found herself with the same feeling she once had when she looked down the barrel of Pinkie’s party cannon just before it went off in her face, covering her with confetti. “Bukkake!”she announced loudly as it erupted with several times the volume Cloud Kicker was used to, coating her chest, neck, and head, several of the initial streams finding her open muzzle and the hot, creamy liquid all but compelling her to swallow it.

In truth, she was no stranger to that either, having gone against mare norms to go down on a few stallions in her day. But the eagerness she did so with here, gulping down as much as of the strangely sweet and warm liquid as she could, might have given her pause if she didn’t start to feel an odd energy begin to infuse her at that moment, a warm tingle and spreading heat that began in her muzzle and quickly spread throughout her body; even the fluid that sat in broad strokes on her fur and muzzle appeared to be sinking into her, turning the skin beneath warm, then hot… and then exquisitely sensitive, more receptive than ever to what her friend was doing to her.

“Oooooh… “ was all Cloud Kicker managed as her tongue darted out to gather as much of her friend’s impossibly enticing seed from her muzzle and chin as she could, trying to drink down even more of it; get as much of it into her as possible. “Nymphaea…” Cloud Kicker called out to her friend by her desired name for the first time, her marehood now frantically winking beneath her, still feeling the mass of her shaft lying between her still-tingling teats. “Need… more…”

“Sorry… what was that?” the former Blossomforth asked as she collapsed only briefly against the other mare, thestral eyes both glazed and glittering as she recovered from her first-ever male climax, both amazed and delighted by how explosively exquisite the release was. So THIS is how it is for guys? Fun! “Say it again, CK…” she ordered.

“M-more…” Cloud Kicker obeyed instantly. “Please…” She couldn’t help it—it wasn’t just the siren song of Nymphaea’s magical pheromones that saturated the air around her, making her heady with every heaving and very ragged breath she took. It wasn’t her more potent seed that was already going to work on her, its contained magic quickly driving her to even higher heights of desire and lust. It wasn’t even the fact that the curse was already causing her to change form in uncertain ways from the inside out, making her body and mind even more receptive, increasingly compelling her to accept and allow what was happening to her in order to complete the change.

No, it was the very knowledge that for all her speed and strength, for all her self-confidence and previously dominant personality, she’d been captured and even conquered by the other mare; that she was utterly helpless in the face of her transformed state, turned into a toy for her pleasure. It was the unlikeliest of role-reversals that’d she never so much as dreamed was a turn-on for her, but now…?

“More what…?” Nymphaea asked triumphantly, her toothy grin full of pointed thestral teeth only growing along with the organ beneath her belly, which was quickly surging back to full attention in an impressive erection that exceeded average stallion size. It had barely softened after her earlier orgasm, only to quickly re-harden again, her new apples likewise swelling with seed once more. “Who do you belong to, Cloudy? And who do you want?” she challenged as a massive sheet of lightning forked through the more distant thunderhead, illuminating the scene once more.

“I… I…” Cloud Kicker sensed what Nymphaea was asking, sensed that her altered friend was not so far gone in whatever transformation had overtaken her that she’d forgotten the deepest and too-often most forlorn desire of her former self.

“Say it…” Nymphaea ordered her again, stepping slightly backwards off her to dangle her freshly engorged stallionhood between her legs, giving her bound friend’s marehood lips the barest of brushes with its head, causing Cloud Kicker’s hips to buck beneath her, trying but unable to urge the organ inside her.

“I w-want…” despite all that happened to her, the final word caught in her throat as, for the first time in her life, she realized she was ready and willing to surrender herself to somepony else fully. And despite all that had happened to her, and how desperately she wanted to continue, the thought still gave whatever remained of her being pause.

“Say it!”Nymphaea now all but demanded, this time rocking herself slightly forward to draw her hanging head along the length of Cloud Kicker’s marehood, its tip already drooling fresh clear fluid onto her exquisitely swollen clit and lips, causing them to erupt with pleasurable and increasingly insatiable fire. “Say it, and I’ll do it!”

“I…” Cloud Kicker also, somehow, sensed in the deepest part of her overheated being that if she said yes and they proceeded, that there was no turning back—that the changes were irreversible both physically and mentally; that her conquest and conversion would not be complete until she came herself; until she was made to climax by her longtime friend and occasional lover…

Until she was fully claimed by the former Blossomforth, body and soul. And is this… is SHE... what I want to have? What I want to BE? She asked herself as the moment seemed to stretch before them, her very being teetering on the precipice.

Helped along by the mating magic already in her system, the undeniable answer surged up from deep within her soul, and with that epiphany, the final frayed threads of her will broke as she welcomed and embraced not just her longest and dearest friend, but all she offered. Corruption. Conversion. Ascension! “I want… you!” she finally forced the words out, tears in her eyes as she spoke.

“I-I’m yours, N-Nyphmaea! N-Now and forever! T-take me. Remake me!” she desperately begged the other mare, obeying a strange compulsion to bear her throat to Nymphaea like she was surrendering to the vampony her friend at least took the appearance of.

Nymphaea threw back her head and gave a cry that likewise sounded like it’d been pulled from very soul, a thestral-like screech of mingled triumph and sexual hunger as she finally gained her long-suffering heart’s greatest desire, sparing but a moment of thought for the one who had granted her the ability to obtain it.

Shadowdash… she called out with her thoughts, tears in her eyes as she reached down to kiss the other mare, no longer forcibly, but tenderly. I owe this all to you… and Queen Eclipse! She decided as she positioned herself to take Cloud Kicker even in the previously unfamiliar and unconsidered mating position though she was in. For this, you both have my undying loyalty! I’ll thank you both properly later, but for now… !

With her stallionhood now pressed firmly against Cloud Kicker’s entrance, she pushed her head in, causing both mares to take a shuddering breath. Even to one as experienced as Cloud Kicker, Nymphaea was bigger than most stallions she’d taken short of Thunderlane, who she suddenly heard cry out from the other side of the cloud. But whatever was happening to him did not consume her thoughts so much as the mighty and magnificent specimen of malehood now entering her, belonging to her beloved and longtime friend as it did.

“Ooohh….” she called out as she felt it progressively fill her, pushing deeper into her, her entrance clamping down on it repeatedly, grinding her inner ridges against its veins. A fresh wave of warmth and wild magic surged outwards from the intruder, filling her from within, driving her quickly towards climax. At the same time, Nymphaea began to thrust, soon sinking herself up to her medial ridge and beyond, her head soon pressing against the entrance of her very womb, the outline of the shaft leaving a visible bulge on her belly.

Considering the other mare’s size and how deeply she was pressing, it might have hurt, and yet… her body accommodated the intrusion with surprising ease; her inner walls expanding or shifting where needed to perfectly encapsulate her friend’s gorgeous and delicious organ.

Finally sunk to the hilt, Nymphaea found herself far enough forward that she could again reach the other mare’s neck and face, and wasted little time in raining kisses and nips upon them, all but worshiping her. Cloud Kicker sensed the former Blossomforth’s genuine love and affection for her and reciprocated, suddenly wondering why she’d always kept her at a foreleg’s length before when all she ever wanted or needed… was now atop her and inside her, making love to her in a way no other stallion or mare ever had!

But in the new Nymphaea, she now had the best of both worlds, a loving partner who could please her as either a stallion or mare, she realized, marveling at the feel of Nymphaea’s teats rubbing against and tweaking her own as they lower bellies rubbed together. as she felt her climax rise, fueled by both the magic being fed her and genuine desire to have her, become as her. “Blossoms…” she couldn’t help but call out from sheer habit. “I’m going to…”

“Let it happen…” Nymphaea told her as she thrust firmly yet nipped softly at the other mare’s beautiful neck, cradling her with the fingers of a bat-wing behind her head. “I’ve got you…” she repeated the same words she used on an uncertain Open Skies, sparing the barest moment of thought for him, wondering what he and the others were doing to Thunderlane at that moment. “And I won’t ever let you go...” she promised as she willed herself to climax to match the other mare, picking up her pace and slamming her hips forward, her new apples audibly slapping the other mare’s flanks until they suddenly contracted and pulled back into her body.

Their mutual screams of pleasure, one pegasi and one thestral, shattered the night, audible even to Shadowdash and the rest of the nearly-converted weather team on the next cloud over.

Author's Note

Happy Thanksgiving folks! At least to American readers...

As this scene kept growing and expanding, I realized it needed its own chapter—that anything that came after it would be anti-climactic (pun intended), and in the end, I couldn’t put both it and the Thunderlane scene in the same chapter without one detracting from the other. No, both these scenes require their own chapter and focus for as much buildup as they’ve been getting. As such, the next chapter will be the big all-boys scene with Thunderlane; an extended sequence like ths one. It’s already half-written, so it won’t take long this time!

Hope you enjoyed the Cloud Kicker/Nymphaea scene! Not bad for someone who never actually read The Life and Times of a Winning Pony. In my own twisted way, this is supposed to be homage. I really should read it at some point, if only to find out where I went astray in this depiction. Of my prereading crew, only AJ_Aficionado knew much about it. Thanks go to him and to Denim_Blue, Leo Archon, and Silentwoodfire for prereading this, taking time out of their post-Thanksgiving tryptophan comas to review this.

And no, I haven’t forgotten about the other elements of the story. We need to get back to Rarity and finish off things with Spike, and then all the pieces and players will be in place. And then... be very afraid, Starlight! :pinkiegasp:

13: Thunderstruck

Author's Note

The long-awaited climactic weather team scene with Thunderlane is finally here! :rainbowwild: And probably deserves a trigger warning for it. There’s been plenty of advance notice over the past few blogs and chapters, but this chapter is very heavily gay, with a lot of stallion-on-stallion action on top of the usual array of fetishes you’ve already seen in this story. If you’re not into that, the initial section (first 2000 or so words) should be safe, at least.

Thanks go to my usual prereading crew of AJ_Aficionado, Silentwoodfire, and Denim_Blue. Enjoy!

13: Thunderstruck

Spitfire was not a satisfied mare.

She rarely was when it came to Wonderbolt performances—or anything else for that matter!—always finding at least one or two things to nitpick with the former, but this time she was finding even more fault than usual with her team’s annual Nightmare Night show in Canterlot, where they used special uniforms and routines appropriate to the theme and flavor of the occasion.

It wasn’t the fact that two of her newest and best flyers weren’t present, with both Rainbow Dash and Thunderlane on an off-duty rotation—there were always two of her ten primary team members off at any given point; frequent breaks were a necessity for her flyers given their often-grueling rehearsal and performance schedule—and enjoying a well-deserved leave back in Ponyville. It also wasn’t that Soarin had hit the snack counters and pumpkin ale a little too hard in the lead up of the event, and either due to that or the lack of Thunderlane, who was normally his wingpony, his reaction times were a fraction of a second slow for it.

Nor did she care much that their special orange-and-black variant uniforms had arrived late and turned out to be itchy and ill-fitting, forcing her to beg Discord to fix them just before the show… which he only did after donning a slicked-back mane and business suit, affecting an Istallion accent and making them each first kiss a ring and promise him a favor to the laughter of all watching.

In truth, she could deal with all of that, annoying and even slightly humiliating though it was. What was less easy to ignore was the fact that Discord had also decided to interfere with or alter their performance in various ways while Princess Celestia did nothing to stop him…

Or worse, encouraged him.

He’d started barely a minute into their performance by relocating their smoke and spark emitters to look like they were coming from directly beneath their tails, punctuating the prank with the exaggerated sound of flatulence he created with a simple snap of his talons to the delight and laughter of the younger ponies present, setting it off just as they’d flown overhead in a burst pattern that was supposed to create a pumpkin but instead resulted in a whoopie cushion.

He WOULD have to remind me of my nickname! was all a grimacing Spitfire could think, suddenly glad Rainbow Dash wasn’t present or she would be enduring a great deal of ribbing for it after the show.

Things only went downhill from there for the Wonderbolts’ captain. The Spirit of Chaos had followed that little sideshow gag of his up afterwards by changing their sleek uniforms to billowy clown costumes while they were in mid-flight during a close-quarters pass, making her elite performance team comically clumsy and bounce hard but harmlessly off each other with slapstick sounds and action, causing the foals to fall to the ground laughing and even the adults and nobles to giggle. When she’d protested, he’d then made their costumes inflate and attached strings to them, leaving them hovering helplessly in the air while offering the strings that tethered them to nearby foals like balloons.

“Oops! Sorry about that, Captain! Just a mere slip of the talons, honest!” he called to her over a materialized loudspeaker from his improvised throne, snapping said talons again to revert the team’s attire as the visibly inebriated Princess simply giggled, sipping her blood-red wine.

But that had merely been lowbrow humor to appeal to the foals, and the team quickly found out that he was not above more adult humor as well. At what appeared to be a whispered suggestion from Celestia, who was lounging at his side having taken on the form of what Spitfire could only describe as a vampire bat-pony succubus, he grinned and snapped his talons yet again, causing their uniforms to slowly unravel mid-routine in rather revealing ways, starting the process low on their bellies and gradually working their ways back towards their tails until their most intimate areas were exposed, if invisibly in the deepening dusk except at close range.

Thank the sun for small favors! she thought in no little anger and embarrassment, the intentional wardrobe malfunctions forcing her entire team to give each other eyefuls during a nose-to-tail ‘ribbon’ pass and causing several distracted moments from her flyers for it. She swore she could all but feel not just the breath but the very heat coming off of Soarin’s cheeks as he followed close behind her, leaving his nose barely six inches behind her bared nethers as his unsecured apples likewise dangled in Fleetfoot’s face.

Knowing what was happening and not wanting to give the barely-reformed Chaos God the satisfaction of seeing them falter, her team had succeeded in sticking to and carrying out their performance routine almost flawlessly despite the unwelcome distractions, causing Discord’s face to take on an almost foalish, pouting expression even as the crowd oohed and aahed as they went through the difficult loop and roll maneuvers, keeping their noses tucked between the tail and hind legs of the pony in front of them.

But then Discord had upped the ante further by casting what she could only describe as a mild corruption spell, increasingly turning them on and making it all she could do to not slow down fractionally so Soarin’s face wouldn’t be buried in her suddenly winking marehood, her rapidly swelling and moistening opening spattering his face with her distinctive citrus-flavored fluids.

Like his face isn’t buried there half the time ANYWAY! she grimaced through gritted teeth, blocking out her arousal as best she could as they broke out of the tight formation into a staggered starburst pattern to create the outline of an autumn flower, only to quickly go into another compromising position, belly-to-belly rolls that created spiral patterns of glowing orange-and-purple smoke to create the flower petals.

They performed it successfully, though her cheeks went hot when she realized that Soarin was fully erect, his decent-sized organ flopping through his open uniform, its drooling head lodging firmly between her erect teats as they pressed close together for the fastest part of the spin.

“S-sorry…” he said in a slightly ragged voice as she could feel his shaft throbbing and twitching against her; he couldn’t quite restrain himself from a couple involuntary thrusts even as they continued to spin pushing himself deeper beneath the still-intact part of her uniform further up her belly.

“Not your fault…” she replied through gritted teeth, resisting with all her mental fortitude the urge to let him hump her belly to his heart’s content, drawing on all her considerable will and discipline to continue the routine uninterrupted. So, too, she noted with great satisfaction, did her team, though she saw that Fire Streak and Silver Zoom appeared every bit as aroused as Soarin was, though the two were stallions and thus far more red-cheeked for it given they were paired together and forced into frotting each other the entire time—a mental image and fantasy she filed away for later.

And yet for it all, they persevered through the entire performance. It wasn’t easy, as for a single moment that was both terrifying and titillating, she thought the end of Soarin’s organ was going to get stuck, wedged beneath the unraveled part of her uniform where a steady stream of stallion seed seeped out of his tip was progressively matting down her fur. But to her relief, it came free easily enough when they separated, its ridged and partially flared head catching only briefly, though not before it bounced hard off her belly and back into the air, throwing droplets of his seed everywhere; at least one found the uncovered part of her face.

Good thing it wasn’t THUNDERLANE! the thought crossed her mind, knowing that given his size, which she’d first learned of during a ‘Captain’s Inspection’ when he’d gotten lost and accidentally blundered into her private shower the first day, she’d likely have been pinned to him and unable to get free until he got off against her.

“Just testing you, Captain!” Discord suddenly appeared beside her with Celestia from within an upside-down umbrella, hovering off to the side as they flew. “We just wanted to see if you could function even under the most daunting of diversions. And I’m pleased to say, you passed with flying colors!” he praised, pretending to applaud them while Spitfire bit back a very profane reply for the presence of her regent, making a mental note to find a way to kill the Chaos God later.

He’d left them alone after that… mostly. Though he’d repaired their uniforms at that point and even withdrawn his corruptive magic, the effects lingered, leaving them all ready to rut each other’s brains out by the show’s end.

They almost made it to end without further interference, but the coup de grâce of the whole affair had been when he’d turned their climactic sequence into a near farce. In an act they’d rehearsed for weeks, they produced a pair of pumpkins out of sparkling orange smoke and then turned them into Jack and Jenny-o-Lanterns by making carving motions across it.

It was supposed to end with the pair exploding into fireworks, but he’d preempted that by making the two smoke-and-sparkle creations suddenly come to life and each split four ways, chasing them all over the sky. To their relief, it turned out they could be dealt with in the original manner planned, as they quickly found they could simply strike them to break them up into fireworks as planned.

That accomplished, they got back into formation and made one final pass to salute the crowd, then quickly retired to their tent to relieve their tension on each other, not even much caring about pairing as uniforms were all but torn off and grunting sounds were soon heard. Spitfire herself allowed Soarin and Wave Chill to take her from both ends, while Surprise got Sun Chaser and Misty Fly likewise got double-teamed by Lightning Streak and Silver Zoom, who looked only too happy to share a mare between them.

Ten minutes later, at least momentarily sated and hastily redressed, they left their tent to present themselves to the Princess and meet their fans. Spitfire also planned to give Discord a piece of her mind only to find both he and Blueblood were gone; the former off somewhere with Celestia and the latter having apparently ‘retired for the night’.

She didn’t know what that was about, but lacking their presence, she found her anger easing. Oh, just let it go, Spitfire. It WAS all kind of fun and funny. And the team handled it really well… she allowed as, now relaxed again, she took her place in the receiving line to sign autographs. I mean, we still completed the routine and got our grand finale, right? Nopony was hurt, everypony got some and the crowd was none the wiser. They loved the show, so what else matters? she tried to tell herself, even though she still found herself angry at being upstaged and her carefully choreographed routine rearranged without her permission, to say nothing of attempting to influence them as he had.

But one thing she’d learned over the years was that Discord was nothing if not the consummate showpony. He’d all but taken over the Canterlot Nightmare Night Fright in Luna’s absence; with the Lunar Princess attending the Nightmare Night celebration in the unofficial Thestral capital of Hollow Shades, he had made the most of it by sitting on a throne from which he’d overseen the festivities, teasing Celestia and tormenting Blueblood in equal measure when he wasn’t entertaining the crowd and providing candy for foals. Though with the party nearing its post-midnight conclusion, he’d apparently taken leave to be with the former, whom Spitfire wasn’t entirely convinced was actually under his influence as he claimed.

Well, guess I can’t really begrudge her even if she’s not! she decided as she and her team signed some autographs for partygoers. Even the Princess needs to let her mane down once in a while, right? Still, maybe it’s just as well Rainbow and Thunderlane weren’t here for this… she decided as they continued to sign autographs, then grinned as another thought occurred to her

Then again, maybe having Blunderlane behind me wouldn’t have been so bad. One little slip-up, and I’d’ve ordered him back to my office for a little personal inspection, again! she allowed herself a smile and a quick, unseen wink of her marehood, which she had very few qualms about using as a means to keep her team happy and motivated. Thunderlane was easily the biggest pony on the team, both in terms of size and… stature, and she immensely enjoyed teasing him for it.

He’d earned his nickname courtesy of Rainbow Dash for getting lost and accidentally blundering into Spitfire’s private shower following his first practice, mere days after being elevated out of the reserves to full team member. His actions had earned him not just a sharp tongue-lashing from his new Captain, but also his first inspection… and a test of his equipment.

Though surprised and sorely turned on as she’d taken him on his back, showing enough discipline to obey her warning that he was not to come until she did, he’d performed at least adequately at the time in the unfamiliar mating position, much as he did in his first performance a week later. Though as part of the ritual Wonderbolts rookie hazing, she’d taken great pains to catalog every flaw and fraction of a second late he’d been on certain maneuvers and dressed him down publically for it afterwards.

He’d taken it harder than she meant, enough that she decided to go give him a pep talk and a second session privately. But to her surprise, she went looking for him later that evening only to discover that Soarin had beaten her to it; finding the drunken pair in a rather compromising position that had not only surprised her, but sorely turned her on. She’d watched from the shadows as the unlikely scene between the two stallions unfolded, and she had even enjoyed it enough that she made him Soarin’s wingpony later, not only because they seemed to work so well together, but in hopes of future shows to observe.

Thus far she’d been disappointed however; they seemed to have some issues accepting what happened but remained friends afterwards, chalking up whatever happened to a great deal of cider. Though disappointing, there was no denying it worked out to her benefit in other ways; they both seemed determined to prove to themselves and each other that they weren’t colt-cuddlers afterwards by screwing her and one or two other Wonderbolt mares as often as they could.

But she wasn’t complaining and neither were Fleetfoot or Misty Fly, who seemed to get most of their attention—Rainbow Dash, she was somewhat sorry to say, seemed to be strictly into mares and only had eyes for Sun Chaser, though she always gave Spitfire her due as Captain and even surprisingly seemed to enjoy being on the bottom. Still; the fantasies of the two stallions screwing lingered; she’d even half-thought of summoning both in for an inspection and then ordering them to perform using herself as motivation. But in the end, she had not; there were certain lines even she wouldn’t cross, and in the end, as long as she got her due as Captain and performances weren’t otherwise affected, she didn’t much care what her flyers did on their own time.

Still the pity, though—I would have loved to see them together just ONE more time! Oh, well. Probably just as well he and Rainbow missed this performance given how many problems Discord caused! Just hope they’re enjoying themselves back in Ponyville…

As a cloud-bound Thunderlane awaited his sealed fate, he found himself torn between praying he was dreaming to increasingly hoping that if he was, he’d never wake up.

Forced to watch as his longtime weather team was sexually corrupted and converted one by one to nightmare versions of their former selves—a scene that he might have found to be excellent fantasy material were he not next on the list of their conquests!—he found himself wishing he was anywhere but where he was, cursing the Wonderbolts’ leave schedule for putting him in this position instead of entertaining a Canterlot audience and enduring one of Spitfire’s ‘special inspections’ afterwards…

Cursing his own overwhelming and completely irresistible arousal, each ever-more unlikely act he witnessed causing his own excitement to keep reaching new peaks. His desires surged with every breath he took, leaving the stallionhood Spitfire so enjoyed inspecting throbbing almost painfully, making him more and more amenable to the advances of his longtime friends…

And worse, not caring in the least that they were stallions!

“Guys… please…” he was simultaneously overheating and breaking out in a cold sweat as the two newly predatory copies of his friends slowly circled him like flying sharks, seemingly sizing him up for their next meal. And yet, at that moment, eating him might have been preferable to what they now had planned; their intent clear from not just their forcible conversions into sex-crazed thestrals at the hoofs of the team mares, but the now much-larger shafts hanging beneath their bellies, sporting lengths and girths that even exceeded his!

A length and girth that on some level he desperately wanted for himself, realizing that even were he not bound to the cloud courtesy of Rainbow, or Shadowdash as she apparently now called herself, he couldn’t fly away given his completely rigid wings; the thought of his fellow stallions forcibly taking him was somehow both terrifying and yet impossibly enticing to him.

But even if they were, his fear was still real and felt. “If you’re still in there, I’m your friend! You like me, remember?” he tried and failed to keep the quaver from his voice, not certain if they were vamponies or some form of zombie, but either way, he knew their intent was to make him just like them, and worse, he knew how that was going to be accomplished, his rigid organ twitching hard at the thought, trying with all his will to keep his tail from involuntarily flagging. “Please don’t do this to me!”

“Well, of course we like you, Thunderlane! We always have…” Star Hunter, or whatever he had become, volunteered in a tone that was anything but reassuring, slowly circling closer to his prey on his whisper-quiet wings, his profile occasionally shown clearly against the flashes of lightning from the adjacent cloud, which was already starting to rain.

“Yeah, you’ve always been our favorite pony!”Open Skies added, his lightened coat speaking of an infusion of ‘Highborne’ thestral blood instead of the more typical ‘Nightborne’ that was the majority of the admittedly few bat-ponies he’d met over the years; mostly ones in the Lunar Guard he’d socialized or played a game of darts with on odd occasions at certain bars and parties in Canterlot. “We always shared drinks at the pub, so why wouldn’t we want to share this with you! I mean, isn’t sharing what Princess Twilight says good friends do?”

“B-but…” Thunderlane swallowed hard at that, desperately fighting off a fresh image of his two friends’ stallionhoods buried deep within his muzzle and tail, taking him from both ends; once again his tail threatened to flag involuntarily and worse, his muzzle started to water. “Th-that’s not…” The words caught in his throat.

“Hey, look at that, Star! You know, I really think he wants to be shared!” the lighter-furred member of the pair pointed out, licking his lips hungrily and causing Thunderlane’s shaft to twitch anew.

“You said it!” Star Hunter replied, his own large organ twitching eagerly beneath his belly. “So who gets him first?”

“And from which end?” Open Skies added, their words causing Thunderlane to feel increasingly faint as they discussed him like he was little more than a toy for their pleasure, all his size and strength suddenly worthless in the face of their new forms and abilities; he couldn’t budge his hooves an inch from the cloud bonds that held him, even as its top continued to grow upwards, pushing into his belly at times.

“Well, it seems a real shame not to take that tail…” Star Hunter could barely restrain himself from doing so immediately, the urge to bury himself to the hilt in the larger stallion only growing. “That’s how I’ll make him one of us!”

“But what about his muzzle?” Open Skies suggested instead, able to see a fresh shiver pass through their quarry, the pair now adding even more magical pheromone to the air around them. “Me, I want to convert him that way!”

“C-convert…?” Thunderlane echoed the phrase. He’d seen it already happen to the pair before his eyes, but the realization that it was going to now happen to him both scared and excited him beyond all measure.

“Fine, you can have it, but I want his tail first!” Star Hunter offered, landing to the left of Thunderlane as he began using his wing fingers and thumb talons to remove his costume’s Royal Legion armor around his flanks, progressively baring more of them, taking great pains to brush his bared apples with a swish of his tail.

“No, I want his muzzle first!” Open Skies countered, landing on the other side of Thunderlane and doing the same to his head and neck, yanking off his helmet and unzipping the mock pleather chestplane with exaggerated slowness, the sound of it ringing loudly in an increasingly dazed and desperate Thunderlane’s ears. “I’ve known him since I was a foal, you know!”

“Oh, yeah? Well, I’ve been on the weather team with him longer than you!” Star Hunter hissed, now all but ripping the final pieces of costume off Thunderlane and leaving his hindquarters completely bared. “And I’m had a crush on him for years! So I should get him first!”

“G-guys…” Thunderlane all but felt like he was ready to melt as they argued over who would take him first and how, biting his lip to keep from suggesting they share him as the two then stared at each other over Thunderlane’s back.

“Okay, Skies. So how do you suggest we settle this, then?” Star Hunter asked with a knowing and toothy grin, giving Thunderlane’s thigh a caress with his webbed wing that caused him to jerk and whimper.

“There’s really only one way…” Open Skies rejoined, his hindquarters very near Thunderlane’s face and moving his tail aside to give the larger male a spectacular view of his enhanced apples and a dose of his potent musk. “So, think you’re up to it, Hunter?”

“Up to kicking your flank? Always! So let’s do this, Skies…” The pair faced off over Thunderlane’s back.

“One! Two! Three!” They called as one, slapping their new bat-wings over Thunderlane’s back once with each count, then both splaying their wings out into a paper-like sheet.

“A tie! Again!” Open Skies called out and they repeated the contest, but this time they each came up with a curled fist of wing fingers.

“One more time!” Star Hunter said, but the third time was no different in outcome except they each had two wing fingers splayed wide instead of the feathers they previously used to settle such a match.

“Great. So now what?” Open Skies asked his transformed friend with a sly grin and audible lick of his lips that made Thunderlane think—hope?—that they knew what the outcome would be from the start.

“Well, if neither of us wins, then that means there’s only one solution here…” Star Hunter gave a low, lustful rumble through a smile full of bared teeth.

“On that, we agree,…” Open Skies answered with an identical expression and growl, removing and tossing the final piece of Thunderlane’s costume away.

“We share him!”They announced as one, causing Thunderlane’s pounding heart to skip a beat as they slapped the ends of their membrane wings together over his back, and with that, they took position in front of and behind him, the announcement of their act causing him to nearly climax on the spot.

To his continued agony and lack of relief, however, the pair didn’t take him immediately, Open Skies tipping up his chin with a thumb talon to kiss him; the touch of his lips and tongue causing Thunderlane’s to explode into warmth and tingling. “Oooh…” was all he could say as fantasies he’d never truly knew he had were finally fulfilled, his nickering and needy moan only encouraging more out of the amorous pair.

Thunderlane felt more of their corrupt magic start to infuse him, only enhancing his pleasure and desire further, even after he already thought they’d hit their peak. Behind him, he felt something grasping one of his near-painfully swollen apples and gently rolling it; they contracted fractionally under the stimulation and was shortly followed by a tongue wrapping around the other one, even darting under them to lick at the base of his sheath, causing his as-yet untouched stallionhood to twitch hard again, its head now oozing a steady stream of thin fluid onto the cloud surface beneath him. With his eyes closed, he didn’t see the cloud darkening around him, though he sensed some increasingly purplish sparks going through its mass.

He might have wondered or worried more about them if he wasn’t so lost in the moment and the illicit act; the promise of not just release, but being remade.

“So how’s it going, guys?” A new female voice broke in, startling them slightly. “What, you still haven’t changed him? So what’s keeping you?” Shadowdash asked in a teasing tone, now joined by a freshly converted Sunshower, who had turned a much darker shade of gold in her bat-pony form.

“Oh! Sorry, chief…” Star Hunter said but didn’t stop, his tongue sending fresh jolts of pleasure through Thunderlane as its darting tip now nipped at the puckered opening beneath his tail, the barest of contact that caused both to shiver and Thunderlane’s tail to finally flag itself aside. “Just savoring the moment…”

“Just wanted to do him right!” Open skies added around his latest kisses of Thunderlane, who now reciprocated fully. “And we kinda had to settle who got him first…”

“But we couldn’t decide, so we’re taking him together!” Star Hunter added as he began rimming the other male in earnest, inwardly amazed and delighted at how easy and pleasurable the act suddenly was… for both of them!

“Works for me!” Shadowdash snickered while Sunshower took in the scene wide-eyed, her wing clutching the former close as she watched. “You know, I always wanted to see your flank get reamed, Blunderlane…” Shadowdash pleasured herself at the very thought as Thunderlane squirmed helplessly, his large and erect stallionhood still trapped in the cloud around them and worse, Shadowdash using her skill and touch with weather work to use the cloud to run a mild electric current through him, stimulating him further, making his erection painfully rigid and only adding to the arousal he felt, making him all but ready to explode. “Have to say, I kinda hoped the first ‘Bolt we’d convert would be Spitfire, but I guess she can wait!”

“B-but…” Thunderlane barely managed, the spell over him partially broken by Dash’s voice and the presence of a new audience to see his subjugation. But before he could work up any more defiance, her cloud control overpowered him further, spreading his hind legs to present both his tail and large apples beneath them in offering for anypony who wanted them…

An offer that Star Hunter quickly availed himself of, stepping up on the cloud and straddling him from behind, his dark red and very erect stallionhood—which now presented the slightly more slender and tapered tip of the bat-ponies—pressing directly under his tail, already finding purchase against the sorely stimulated opening, its heat and sudden marehood-like wink drawing him in.

“N-No!” he shrieked and squirmed as he felt the entry begin, his body betraying him despite his desperate cry, yielding easily and openly to the increasingly large intrusion as a wave of pleasurable sensation spread through him starting at his tail, threatening to buckle his knees. “B-but I’m not…” he begged weakly even as he couldn’t stop kissing Open Skies.

“Aw… don’t tell me you don’t want it, Thunderlane…” Shadowdash mocked as she watched him squirm helplessly beneath the stallionhood slowly sinking into him, then used her weather power again to free the area around his organ of cloud so he might be serviced from below as well. “I mean, after all the time you’d been spending with Soarin, I figured you’d been giving him oral at some point, you know…”

To her surprise and delight, he confirmed it in his panic. “No! I-I mean we-we were drunk! It wasn’t… we didn’t…!” he tried but his voice trailed off as Open Skies reared up and a second thestral stallionhood of a much lighter pink hue was dangled before his muzzle and slapped against his face repeatedly, causing him to drool, its magic-enhanced scent and length beckoning to him, turning him on even further and compelling him to take it into his mouth in spite of himself.

His words stopped and his jaw went slack as the head of the large organ found and parted his lips, its tip drooling seed into his maw. He felt it push past his teeth and onto his waiting tongue where he suckled it with increasing hunger and urgency, his wide eyes going from it to darting backwards to where Star Hunter had now sunk half his considerable length into him.

With that, Sunshower could restrain herself no longer, beginning to move towards them and his dangling shaft, but Shadowdash stopped her. “Sorry, Sunny, but we should let the boys have their fun,” she instructed, causing the other mare to give a frustrated hiss. “Take it from me; Thunderlane needs this—they all do! But if you want a stallionhood to suck…” she offered her own, and it was eagerly accepted, Shadowdash sculpting the cloud behind her into a lounge so she could watch and enjoy the scene with ease.

No longer capable of either resisting or speaking, Thunderlane found his senses and desires going into overload. With each thrust of his friends; with each inch they buried themselves within his no-longer virgin tailhole further, he felt his will and very identity ebbing, now circling a drain. He felt a primal and powerful energy infusing him in its place, beginning to change him from the inside out and mold his body into something much more malleable, slowly enabling him to accept more and more of his fellow stallions’ masses.

Within a minute, he had surrendered fully, taking the full foot-plus length of both organs without any issue, now freely pushing back and bobbing his head against the thrusts of his friends, who had figured out how to time them to maximize both their pleasure and his. He thrust his own freed organ against the top of the cloud, using its surface for stimulation, leaving glittering streaks on its puffy face that quickly soaked in, darkening the inside of the cloud further.

Even before he came, his feathers began to molt while the tips of his ears became more pointed and tufts grew from their tips. But it was only when both his new stallion lovers suddenly came hard into his muzzle and tail, announcing their mutual release and pleasure with a very bat-like SKREEE!!!! that could even be heard dimly down below over the rumble of thunder, that the change accelerated within him, his own orgasm marked by his growing shaft suddenly erupting directly into the cloud beneath him, somehow increasing its growth and static charge.

But Shadowdash could only note that with idle interest from her cloud lounge as she watched the explosive finish. His transformation triggered, she finally released him from his bonds, letting him collapse to the cloud surface, the imparted corruptive magic of both his friends and partners overtaking him.

“Not bad, boys. You tucked him from both ends good!” she told them both in approval. “But now that it’s done… I wonder what form he’ll take?” she couldn’t help but ask idly.

“That’s easy! I rutted him harder than you, Skies! So it’ll be my form that wins! I’ll bet he’ll go Nightborne!” A breathless Star Hunter claimed, still hard but stepping back to watch the show.

“You wish! After as much cum as I pumped into him, you can bet he’s going to turn Highborne!” Open Skies claimed, watching the scene intently, his slickened shaft still hanging beneath him.

As they all felt the shift in Thunderlane’s own magic take place, the silence was broken as Sunshower’s tufted ears perked up in interest. “And the winner is…?” She paused from pleasuring Shadowdash’s shaft long enough to witness the answer.

As they watched, Thunderlane’s rear half and right wing turned darker starting with his flanks and creeping forward along with the forward half of his still-erect organ, which grew several inches in length and girth along with his apples before their eyes. And yet, to their surprise, his front half and increasingly bat-like left wing turned lighter; taking on the hue of his brighter mane stripes which lightened further even as his darker stripes deepened.

The rear half of his shaft likewise lightened, becoming quite pale in hue, quite prominent against the darker fur of his hindquarters along with his now-enormous apples and sheath, and the entire length of his organ developed a mottled pattern, light spots against the dark skin in front of his medial ridge and dark spots against the light skin behind it. When he opened his eyes, they had turned bright gold and slitted, focusing with some initial difficulty on his friends in wonder and even gratitude as he pulled himself back up. “Thanks, guys…” he said in a slightly deeper voice, stretching out his fully transformed wings to pull the pair closer to him affectionately. “I really needed that…”

“Anytime, Stud…” Open Skies rubbed necks with him.

“You said it!” Star Hunter added, duplicating the gesture from the other side of their friend just as Nymphaea and Cloud Kicker arrived as well.

“Aw… we missed it?” the latter pouted.

“Sorry, C-K. But the boys just couldn’t wait!” Shadowdash said, feeling not just a sense of triumph, but a warmth in her heart at all the ponies—especially the stallions!—she’d helped bring together. Truly, our cause IS a holy one if THIS is the result! She thought to herself, more committed than ever to her Queen’s course.

“That’s okay. Neither could we,” Nymphaea said, nuzzling her new mate. “Thanks, Shadowdash…”

“My pleasure! And yours, too, by the looks of it…” She grinned at the sight of the pair together, getting up off her cloud lounge. “So, looks like the gang’s all here now! But as we are now new ponies, we need new names! You already know mine and Nymphaea’s, but… what are yours?” she asked them all.

They looked back and forth before Cloud Kicker spoke first. “Cloud Tucker,” she said with a smile, admiring her new sleeker and darker-furred form while flexing her membrane wings and talons experimentally. “And whether pegasus or thestral, I’m still the most awesome pony here, Shadowdash!” She bared her teeth and curled her new wing fingers into a fist, pointing the longest of her new fingers at her longtime friend and rival.

Shadowdash lowered her head and bared her sharp teeth at that. “Oh really? Well, we’ll just see about that, C-T! I could think of several ways to settle it, but they can keep as Our Queen awaits us all. And you, Star Hunter?” She turned to him next.

“Me? I’m Stud Hunter,” he said without a trace of irony or hesitation, wasting no time in mounting Thunderlane again despite his larger size, who this time needed little encouragement to spread his legs and push back against him, this time reaching back with his new wing fingers to spread his flank cheeks wide, accepting all of his fellow stallion’s considerable length quite readily and happily.

“I really liked that name you gave me earlier. So I’ll keep it! And from here on out, I’ll live up to it by screwing every stallion I… can… find!” he announced proudly as he rapidly drove himself to a fresh climax, pounding his hips forward a dozen times before emptying himself into Thunderlane yet again, his curse-enhanced seed scarcely less copious than before. He collapsed over him but only briefly before he started up again, seemingly unable to get enough of his fellow male’s tail.

“Just so long as we can watch! So how about you, Open Skies?” Shadowdash prompted, immensely enjoying the scene along with the other mares, who were variously pleasuring themselves and each other; Nymphaea was already taking Cloud Tucker from behind and Sunshower began using her tongue to pleasure her former and future Captain as they watched, making Shadowdash lean back into her and take several hissing breaths.

“Oh, me? How about… Sultry Skies?” he asked distractedly as he took advantage of Thunderlane’s preoccupation with Stud Hunter’s efforts to rear up and stuff his own enhanced stallionhood into his fellow male’s muzzle again, delighting in the feel of his lengthened and much more agile tongue. He was stunned and delighted to find it was even able to wrap around the whole of his enhanced organ twice, the other stallion soon deep-throating him quite happily, massaging his organ with ease. “Suits… me… fine!” he said as he gave another thestral-like shriek of pleasure before emptying his own swollen apples into him, savoring the sensations of the previously taboo act as the former Thunderlane eagerly gulped down every drop.

“Not bad,” a breathless Shadowdash said in approval as she got off at not just her friend’s oral stimulation, but the sight the three boys immensely enjoying each other’s company, noting that the additional double-infusion of magic caused Thunderlure’s thestral and stallion features to enhance even more. As she watched, his size and clashing coat colors only seemed to intensify further; he even appeared to gain an inch or two of height. “And if you’re not enjoying yourself too much, what about you, Blunderlane?” Shadowdash couldn’t resist the dig, knowing he could neither think nor talk given he was being taken from both ends.

“You know, Shadow, that’s a good question… so what do we call him?” Sunshower wondered aloud as a fresh surge of lighting lit up the cloud they were standing on, its surface darkening further as stray weather and curse magic mixed within it; even the lightning itself, she noticed somewhat idly, was starting to take on a slightly different and more purplish hue.

But an oblivious Shadowdash happily took on the task of naming Thunderlane for herself in place of the sorely distracted stallions. “Oh! I know! How about… Thunderlure?” she suggested with a grin as she and the other two newly transformed thestral mares next went up to him and began nuzzling both his apples and enormous shaft, which he stretched out and spread his legs wider to present. “Because judging by how you attract not just lightning but all the boys here, it’s now clear that a lure is exactly what you are—you’ll just have to walk among stallions to attract them to you! I’ll bet that pretty plot of yours will be like a magnet, just drawing in every stallion to stuff it!”

His audible moan around suckling Open Skies’ shaft and strong buck of his hips told her he very muchliked that idea as she and the other mares began working his apples and shaft from below, Cloud Tucker showing Nymphaea how to properly perform oral on a stallion while Shadowdash and Sunshower simply buried their faces between Thunderlure’s oversized apples and sheath, the former breathing in his masculine musk deeply and feeling her own new stallion attributes swell and throb for it, seemingly taking additional strength from the presence of such a powerful and virile male.

Wow… so why did I never do this BEFORE? Some part of Shadowdash couldn’t help but ask, reflecting that her previous pickiness about her mates and reluctance to engage in certain acts had cost her a great deal of potential fun. But no MORE! she promised herself as she continued to revel in her new form and lack of inhibitions, taking some pains to share a kiss with Sunshower as their senses all but swam in Thunderlure’s rich male aroma, the pair reaching beneath each other with a wing to caress and stroke each other’s new stallionhood.

She wasn’t as big as the boys had become, but her new length and girth would have qualified as well-endowed for a regular pony, and she decided that for now at least, that was good enough for her. She also delighted in the sights and sounds of Stud Hunter’s large apples slapping against Thunderlure’s flanks with audible force, watching them visibly swell with delicious seed, suddenly wondering what flavors of cream they held.

She got her answer quickly when both sets of apples suddenly contracted before her eyes, their owners tensing. The building storm around them seemingly came along with them as it erupted in violet-colored lightning all around them and began to rain from its base at their magical release, giving an unscheduled storm and soaking to the town below.

They cared not, however; their weather duties had long been forgotten in favor of far more sensual pursuits, with Thunderlure now all but basking in the adulation and attention he was receiving, having become the center of their collective universe at that moment. But even that moment had to come to an end, and finally, they all separated; at least momentarily sated as Thunderlure finished absorbing all the magic fed him and found himself looking down on his comrades from several inches higher than before.

He requested a mirror, and an improvised one was brought to him in the form of the polished finish of their former costume armor pieces. “So what do you think?” Stud Hunter asked, holding up the reflective metal so he could look in it.

“Whoa…” was all the former Thunderlane could see as he saw his reflection and beheld his new form, turning back and forth to model himself and his new wings, admiring his enormous size and two-tone finish that spoke of receiving two slightly different forms of thestral attributes. “I really like it! I’m not only thestral now, but I’m as big as a horse!”

“Hung like one, too…” Sunshower rubbed up heavily against him, taking great pains to draw the back of her bat-wing along the length of his shaft, eliciting a fresh shiver from him as she then experimentally grasped it with her new wing fingers, squeezing and stroking it reverently.

“Wow, look at your coat now! So, Highborne and Nightborne? I always knew you went both ways, Blunderlure!” Shadowdash teased.

“Yeah, yeah…” He smirked as he continued to observe himself, turning back and forth to see both himself and his new equipment from multiple angles. Then he turned and outright smiled at her, flaring his enormous bat-wings while showing her his newly sharpened teeth. “Thunderlure will do me just fine, Shadowcrash!” He finally felt safe in teasing her back, to the laughter of the others and a mock hiss from his fellow Wonderbolt.

“Just wait until the Captain and all the others see me now! I can’t wait to convert them!” he announced, rearing up and pinwheeling his hooves to present himself proudly, his previously oversized and heavily-mottled equipment now only further enhanced to be almost the length of his torso. “Eat your heart out, Soarin!”

“What, just before he eats you out? So you two really were an item?” Shadowdash wanted to know, smirking knowingly.

For the first time in his life, Thunderlure found he was only too happy to answer. “Not really, sorry to disappoint. We were together once, though. It happened when we got drunk that night after my first performance. I thought I did bad after the Captain reamed me for a couple mistimed passes and he was trying to make me feel better. He got me a drink or two, then I got him a couple back; we were about a sheet and a half to the wind when he tried to cheer me up by pointing out that I was the strongest and best-endowed stallion there. Then one thing led to another and I finally ended up with my shaft buried in his muzzle.” He closed his eyes and smiled wistfully, licking his lips at the memory.

“Oh, really?” Shadowdash leaned forward further, rubbing her flanks hard with Sunshower, who listened as raptly as her new lover. “Do go on…”

“Love to! So as soused as I was and as good as it felt, I figured it wasn’t fair to not return the favor… so I did it right back to him! We passed out after andwoke up on the floor next then morning in a swirl position—serious, my head was buried in his apples and my morning wood was pressed right up against his lips!—and I’m sorry to say, we kind of panicked…” he admitted with a chuckle, his new form and outlook suddenly making him realize how foolish they’d been—if it was fun, what else matters? I’m doing him that way again first chance I GET!

“You did? Aw…” Sunshower went crestfallen, her ears and wings drooping.

“Yeah, well, things were a bit awkward between us for weeks afterwards, especially when Spitfire made me his wingpony! Sometimes I think she did it because she knew what happened and liked the idea of it. Hay, I couldn’t stop thinking about it either; even when I was being inspected by her or doing one of the other mares—I couldn’t remember much else that night, but I sure remembered how good he was at oral!”

“Really? Wow… think I’d like to try his muzzle now!” Sultry Skies thrust his hips once, clearly fantasizing about it.

“Me too! So, did he also take your tail that night?” Stud Hunter wanted to know, his shaft again rigid at the story, eyeing his friend’s tail appreciatively once more.

“Nope! You’re officially my first!” he informed the other stallion with an affectionate nuzzle, causing him to beam. “Pity, though. I guess me and Soarin weren’t quite drunk enough…”

“Bet you’ll change that now, huh?” Cloud Tucker teased, her thumb talon hooked with Nymphaea’s.

His bat-pony wings only flared further at that, and the lightning around them intensified again in direct reflection of his enhanced arousal and weather magic. “By Luna, yes! I don’t even need to be drunk now towant to bury this thing in all the Bolts! Just wait ‘til I take their tails with it!” he said as he reared up again to display himself anew, its length slapped loudly against his belly, dark head with light spots against the start of light forward half while the area behind his medial ridge was now light with dark spots, in sharp contrast to the Nightborne-shaded fur of his rear half.

“Just be sure and save some for us! But as much as I’d love to head for Wonderbolts Base to prepare a proper reception for when they get back from Canterlot, we have other duties to attend first!” Shadowdash announced to the disappointment of all, who accepted her as their leader quite readily not only for her commanding manner or being the first of them, but for being their longtime superior as either a Wonderbolt or Weather Team Captain. “We have to head back to the castle now as Queen Eclipse eagerly awaits us! But before we introduce ourselves to her, I think we should all have our new names! And at this point, we do, except for…?” she turned to Sunshower, who considered the question, then smiled serenely.

“Just call me Moonlover,” she decided, idly flexing her new thumb talons and grooming her thestral wings with long and languid licks of her large tongue, polishing them to a gleam. “What can I say? I love the night and a nice flank. And besides, who needs weather work when I can do this?” she asked, shifting her efforts to curl herself into a ball and wrap her lips around her freshly imparted stallionhood, enjoying its size, shape and sensations immensely. “I want to use this thing on somepony, Shadow! Can’t we go down into the town now…?” she all but begged Shadowdash around a mouthful of her own organ, visibly fantasizing about burying her new stallionhood as deep as she could in an as-yet unconverted pony.

The former Rainbow could only smile sympatheticly at that. “Love your eagerness, Moony, but we can’t just yet. We must all meet our new regent and receive her blessings, first! Don’t worry, though!” she added hastily upon seeing her friend and former weather teammate pout. “Our Queen is a benevolent ruler, and she would not wish her subjects to suffer! If I know her, you’ll get your chance, and far sooner than you think!”

“Works for me! So, to the castle, then?” Nymphaea suggested, still stealing kisses with Cloud Tucker. “The sooner the better!”

“To the castle!” Shadowdash confirmed, sharing a series of final kisses and wing caresses with every member of her new team, the very vanguard of her mistress’ new army. “So let us tarry no more! ‘Tis time we receive the grace of our Great and Glorious Queen Eclipse! She is anxiously awaiting the delivery of her first sky soldiers, so let us present ourselves so that she may bless us properly!” she announced as she led them off the storm cloud top, diving for the darkened outline of her Queen’s castle below.

14: Annie-mated

Luna found herself being given increasing pause as to whether coming to Hollow Shades for Nightmare Night had been a good idea.

She unquestionably loved the thestrals; her traditional servants and soldiers as they were. And she was certainly being feted like a queen by them as they welcomed their returning regent back to their unofficial capital, near what had once been her former mountain stronghold of Nocturnia, for the first time since the days of Nightmare Moon.

Their home-grown fruits and wines were excellent and their grain-brewed ‘moonshine’ at least passable—clearly the art of making it had suffered in her long absence; she resolved to send them some ancient texts on the subject after she got back home—and they even had an assortment of meats out for those inclined to indulge, offering fish and even a slow-cooked flying boar roast they had apparently hunted and slaughtered on the edge of the Everfree just a day earlier. Such indulgences included some by Luna herself, who, still steeped in the older ways as she was, lacked the qualms of most modern ponies about such things.

She was also happy to see that they treated the occasion as less an excuse for costumes and candy than a celebration of her, of all things night and nocturnal. What bothered her, however, was that they seemed to include The Nightmare herself as part and parcel with the rest, even going so far as to ask if she would take the form of Nightmare Moon.

Though uncomfortable at the request, she did so for the sake of being a gracious guest, only to quickly change back when she saw the thestrals around her fall instantly to bended knees and pledge their allegiance to her as they had a thousand years earlier. Their actions caused some very powerful—and to her consternation, not entirely unwelcome—remembered thoughts and emotions to begin welling up from deep within her; she suddenly found herself experiencing echoes of the jealousy and hatred of Celestia she once felt; echoes of her determination to destroy the day itself and rule Equestria as a single sovereign under endless night…

Even echoes of the wanton passions she had indulged in while under the thrall of The Nightmare, having few qualms about turning ponies into her playthings as both reward and punishment. She’d even been willing to invade their dreams to do it, bringing their deepest fantasies—and worst nightmares—to life depending on everything from the circumstance to her mood at the time, earning alternately their love and fear—and either way, their unquestioned loyalty—for what she could do both for them and to them.

To her surprise, it was those memories that were suddenly most prominent within her, recalling the debauchery she so gleefully indulged in with her subjects, servants and soldiers when she was The Nightmare, and she felt her form shifting again to match her suddenly heady thoughts, teeth lengthening into fangs and pupils thinning into slits again as she recalled the many sensual spells she knew and could cast. She licked her lips and her marehood instantly engorged at the idea of recreating scenes from her rather infamous Night Court right then and there, involuntarily winking behind her for it.

Suppressing a moment of panic at both where her thoughts were going and where they might yet lead, she purged them forcefully, announcing emphatically to herself as much as her hosts that she was not The Nightmare and would not take her form again. Recognizing her discomfort if not all the reasons for it, her thestral hosts promptly and profusely apologized, saying they only wished her to remember the oath of loyalty they once swore to her even before the rise of Nightmare Moon—an oath they still considered in effect regardless of the form she took.

Luna was scarcely reassured by that, and quickly gave them all an impromptu speech telling them all about the extreme anguish, loneliness and regret that being consumed by The Nightmare had caused her. She finished by saying she did not want blind loyalty, but soldiers and subjects who would fight by her side if and only if she was worthy of it, and be willing to fight against her if she ever fell into darkness again.

Chagrined, they swore they would, but couldn’t help but remind her that even as The Nightmare, she had done much for them, and they had never forgotten the love and favor they’d been shown, recounting stories and tales passed down through the generations of her short-lived Lunar Republic and the mighty leader she’d once been.

She thanked them for their consideration and efforts to remember her, even as she noted their remembrances did not include the evils and atrocities she had at times all too wantonly indulged in. She made no effort to correct them, however, deciding it was not the time to do so. At least ‘twould seem there is more peace between the two thestral races now, she noted with some satisfaction, watching a light-furred thestral foal play tag with several darker ones. In her day, there had been great deal of rivalry and bad blood between the far more numerous Nightborne and fewer but more day-friendly Lightborne, or ‘Highborne’ as they called themselves, each faction vying for her favor while trying to undermine the other.

While the former ruled the night but were blinded by daylight, the latter were well-equipped for high-altitude living and combat by virtue of their lighter coats; preferring mountain villages to the forested towns their dark-furred brethren favored. Though their night vision was not quite as good, the Lightborne could function and fight in sunlight for at least a few hours and were often her only daytime option against Celestia’s forces other than the few Royal Navy pegasi and unicorns who had defected to her side. Their rivalry had continued and only intensified after her banishment, as the thestrals were banished from pony society in turn, exiled to remote mountains and villages in and outside the Everfree and forced to start over there.

Celestia, to her credit, had not been vengeful and eventually offered at least the Nightborne bat-ponies autonomy and work, giving them what eventually became the province of Thestralslovakia, while they in turn kicked what they considered the treacherous Highborne out, banishing their lesser numbers to the southern and western fringes of their province. Unaware of their internal power struggle, and in exchange for paying yearly taxes to the crown and watching over the wild lands of the Everfree, Celestia had Cloudsdale refill the Nightborne’s water reservoirs annually and otherwise allowed her sister’s former subjects to manage their own affairs.

Over the three centuries that followed, they had succeeded in establishing a society that was, if not thriving, at least viable, forming their own government and militia and becoming stewards of the Everfree in the process. Still, they remained isolated from greater Equestrian society aside from a few trading posts and might have stayed that way… until the Gryphon Empire invaded Equestria and was forced to take a route to Canterlot right through the heart of Thestral lands.

Attempting to fight off the invaders alone, their resistance had been ferocious but ultimately futile in the face of the enemy’s legions and equally dangerous allies. But they’d bought precious time for the pony nation, stalling the gryphon advance for a few critical weeks and enabling the Equestrian military to spring a trap on the doorstep of Canterlot itself, saving the Capital and country.

War had forced the two sides to fight together and afterwards, as a reward for their efforts and losses, they had been slowly reintegrated back into Equestrian society. Though the process had never quite been completed as the bat-ponies were still looked upon with some disfavor by those who did not like their predatory inclinations and appearance, at least they were no longer treated as pariahs and their towns now dotted the Equestrian countryside, treated with light-dimming magic to keep their denizens able to work in darkness or day.

Her brooding was given some pause when she saw a young and rather large male costumed as Star Sable, the commander of her elite Shadowbolts during their war with Celestia, who was not only her greatest warrior but her longtime lover, even before her descent into darkness. Even consumed by The Nightmare as she was, her love for him remained; he was the one pony that even Nightmare Moon could never harm or punish and the only one who could safely defy her or tell her she was wrong. Luna had only learned upon her resurrection that he had survived the war, helping found a thestral colony of her former soldiers and staying unrepentant for all his remaining days for his service to her.

She loved him only all the more for it, and she had requested privacy for her first visit to his memorial statue, shedding a tear over his grave and apologizing to him for not only leaving him, but being so weak as to allow The Nightmare to consume her, dragging him and all thestrals into an evil and unjust cause.

If only I could see you again, my greatest hero… she told him with her thoughts, keenly recalling not just his appearance, but his scent and every curve of his face; his rich and commanding baritone voice as well as every caress of his wing and even the feel of him inside her, making love to her.

There has never been another one like you, nor will there ever be again. I miss you more than you could ever know, my love, she told him with her thoughts, leaving one of her own shed primary feathers at his graveside, encased in crystal with her own tribute carved into the block’s face. If only I could feel your warmth and embrace just one more time...

Traveling through roots via Timberwolf magic, Trixie quickly decided, was absolutely no fun at all.

One moment she was just outside the map room chamber with her hoof on Granny Smith’s back and staring several freshly sprouted and leafed branches in the face, and the next she had the nauseating sense of being forced through a small pipe in a sensation she couldn’t help but feel was akin to being squeezed through a tube of toothpaste.

Her senses went topsy-turvy and her stomach lurched hard as her vision and hearing became greatly distorted, only returning to normal as she was deposited somewhat impolitely on her rump in an entirely different room, leaving it all she could do not to retch.

“That… was… fun…” was all she could immediately manage as the room spun around her, trying but initially failing to stand up, her hoof going to her muzzle to forestall a sudden need to vomit.

“Sorry ‘bout that, young ‘uns,” Granny Smith offered as she helped the younger mare back to her very shaky hooves, still in her disconcerting Timberwolf form. “Ah know that ain’t no fun. It gets easier the more often y’all do it, though. Reckon Ah could tell y’all some stories about how Ah used mah power to smuggle mahself backstage fer some fun with the colts at Las Pegasus!” Her voice turned almost wistful for a moment.

Trixie blinked—why is she mentioning THAT now? “Another time, but for now, Trixie asks that we not do that ag—”

“Ssh!” Starlight quickly shushed her, clambering back to her own hooves and quickly recasting her stealth spell, probing the very ether around her with her magic. To her relief, she found nothing other than the usual privacy and anti-intrusion enchantments that Twilight normally used to secure her study, and the latter wouldn’t have been set off given their rather unique means of entry, coming up through a surviving branch that Twilight had turned into a centerpiece table in her room. Their entry had accidentally knocked a tea set that had been placed on it onto the floor around them, which thankfully had hit the plush purple rug that surrounded it soundlessly.

“Don’t disturb anything,” Starlight warned them, swiftly replacing the tea set as she identified the incantations Twilight had previously cast and carefully disabled them, leaving them in place but in essence simply turning them off. Simple in concept, but not in execution as it required meticulous magical lockpicking and nearly a minute to do. That accomplished, she then cautiously extended her magical awareness outward looking for any more traps or triggers.

She didn’t find any, but was scarcely reassured—she hadn’t detected the spells on the downstairs sconces either until they’d set them off; Twilight had somehow masked them. And that shouldn’t even be POSSIBLE given how good at magic I am! “I think we’re all clear…” she said somewhat hesitantly, but still found herself reluctant to step forth.

“You think?” Trixie repeated disbelievingly, casting a very wary look around. Her far-less-honed senses and abilities weren’t picking up anything out of place either, but despite her pretensions of being Great and Powerful, she knew full well where she stood on the subject of magic when it came to comparisons to the likes of Starlight or Twilight. The former was helping her get better at spellcasting, and she’d unquestionably improved greatly, but she still didn’t trust her aura as much more than a blunt instrument; the more subtle nuances of advanced spells and enchantments remained beyond her to that point. “That’s not very reassuring, Starlight!”

“Dang unicorns with yer heads all full of magical hoo-ha. Reckon it’s a danged miracle y’all haven’t lost yer other senses with all them spells you cast! Fine, then. Let me check…” Granny Smith was also unimpressed, not waiting for a response before padding forward smoothly between them on her Timberwolf paws and stopping a yard in front of them, sniffing at the air again, her bark-covered canine ears swiveling back and forth as she did so. She was surprisingly graceful in her new form, Starlight idly noted, moving quickly and fluidly; she seemed far less rickety and even stood up straighter in her hybrid body.

I swear she’s taller now too… Starlight gave the older mare an askance look, finding herself admiring how completely and brilliantly meshed her equine and canine features truly were, to say nothing of how graceful and elegant they made her. Have to say, she’s nothing like I thought she was—brave and powerful, completely at ease with herself and the curse she operates under. She also isn’t in the least bit afraid of Twilight or whatever this curse is, either...

“Anything?” Starlight asked. She found herself feeling a fresh moment of admiration and even affection for the older mare, who she admitted without whom they’d have far fewer options and might even have already been captured by the curse. So is her increase in height just my imagination, or maybe a more arched back is another side effect of the Timberwolf curse…? She found herself studying the other mare more intently again.

Unaware of where her thoughts had gone, Granny Smith finally nodded in satisfaction and turned back to them. “Nah. Coast looks clear. Ah ain’t pickin’ up anything ‘cept for some kinda passive magic on that there desk,” she said in a strong and clear voice, pointing with a wooden hoof to the large desk Twilight did her private correspondence at. It sat by the big bay window through which they could see a growing storm in the distance; the lightning flashes from it illuminating them and casting shadows over everything.

That’s odd—there weren’t any storms planned tonight; just spooky skies! Trixie observed in some confusion, taking more note of it than the others. Just what the hay are the weather teams doing…?

“Makes sense. That’s where Twilight keeps the journal she uses to communicate with Sunset Shimmer,” Starlight replied in some relief. “It’s in the center drawer—I know because I’ve been around when she’s pulled it out and written in it. It’ll be under much stronger magical lock and key, though. I can get through it, but doing so without alerting Twilight will take me some time,” she grimaced, mentally preparing herself for another several minutes of careful spellcasting. “It’ll be draining, too. I might need another of your ether potions after this, Trixie,” she said in some reluctance, knowing they could be addictive if you took too many too quickly.

“An ether?” Trixie repeated incredulously. “Starlight, we don’t have time! The longer we stay here, the more likely it is that Sparkle will find us!” All at once her nervousness returned, her eyes darting from wall to wall and ears flickering towards every barely-heard noise. “I say just grab it and go—do whatever you have to break in, then we get the hay out of here before Sparkle can do anything! We can use the tree combined with Granny’s power to get outside the range of her suppression spells and then teleport away! We can get the warning out and she’ll never find us!”

Starlight blinked at her friend’s surprisingly sensical statement and reasoning. “You know, Trixie, you just might be—”

“Ain’t no need. Reckon we can have our cake and eat it too. So just allow me…” An unconcerned Granny Smith announced, her eyes glowing a brighter shade of green again as she simply reached her foreleg right through the wood of the desk in a very uncanny manner, causing Trixie’s eyes to go wide and Starlight to cringe as she feared the older mare’s actions alone might trigger Twilight’s protective spell.

But to Starlight’s relief, nothing happened—the older mare simply felt around inside the desk and then smiled and withdrew her paw, to which was attached a large book, bound to her limb by small vine-like tendrils she had sprouted from the wood of her own body, allowing her to phase it through along with her arm. “See? No problem,” she pronounced with a smug grin, reverting her transformation in the dark of the room, her eye glow fading, now holding the book in an equine hoof instead of a canine paw. “As y’all can see, Sparkle’s spells ain’t got nothin’ on me or Timberwolf magic!”

“I’ll say it—I’m really impressed, Granny,” Starlight conceded as she accepted the book and plucked a quill pen off the tea table behind them to write in it, surprised again at how easily and readily the Apple family matriarch took charge, to say nothing of how useful she’d been.

“So that’s that, then. Now what say the three of us make like bandits and make out—uh, I mean, make our way out o’ this castle?” she suggested, stepping into the light of the moon and growing storm, offering them both a warm smile and wink. “You know, y’all are really brave, and good friends to mah kin. Reckon there ain’t many who’d take me being Timberwolf so well either.

“In fact, Ah’ll tell y’all right now that if Ah was forty years younger, and we were out on the town in Las Pegasus, Ah’d…” she began wistfully, only to trail off as she realized the pair were gaping at her. Starlight had the book open and her pen poised to write, but it was frozen in place, unmoving as its owner stared at her. “What’s wrong?”

“Granny?” Trixie asked, her jaw slack. “You’re…”

“Huh? Ah’m what?” Granny Smith asked in a bright, clear voice that completely belied her old age, feeling a strange warmth and barely remembered urges rising within her; ones she hadn’t felt in many years.

“You’re… young…” Starlight finished in amazement, seeing…

“Young?” Granny Smith echoed, then realized several things in quick succession:

She could see everything clearly and was no longer nearsighted.

She could hear everything with deep clarity.

Her back pain had vanished.

Her body felt limber.

Her mind was sharp and her voice smooth and clear.

With that, she immediately trotted over to a nearby mirror, while a dumbfounded Starlight and Trixie could only stare.

“I’m young…” she looked at her reflection, turning herself from side to side and staring at herself in amazement, beholding her youthful features and raising a hoof to her face to feel her lack of wrinkles; even her mane and tail had recovered their previous light gold hue. “By all the Apple Clan, I’m young!”She leaped high in the air with the same giddy excitement as Pinkie Pie often would.

“Granny, we’re glad for you, but we can’t stay here! You’ve gotta get us out of here!” Trixie begged her, but Granny Smith wouldn’t move away from the mirror.

“Ah’m Annie,” she corrected, tears in her eyes, unable to tear her gaze away. “Mah real name is Annie Smith! And Ah’d nearly forgotten; Ah’d been old so long!”

“Okay, Annie, then! Come on, we have to go!” Starlight added, trying to magically tug her away, filing away the mystery of what had happened to the other mare for later.

“Why? What’s the rush?” Annie asked, still admiring herself, taking the time to begin braiding her mane as Starlight had seen in older pictures how she had once styled it, giving them a strangely seductive look.

“Why not sit and stay a spell, y’all? Yer good company and reckon Ah’d love to share some quality time with y’all! Reckon everypony else is getting lucky tonight, so why not me?” She turned her gaze on the other two, something far more than simply friendly in her eyes.

“It’s been a few years, but reckon Ah remember how! So whadaya say, fillyfriends? Heard from AJ you two were an item, after all! Well, reckon Ah was quite the fillyfooler back in mah day too, and you’d be surprised what Timberwolf magic can do! Wanna find out?” Her eyes glowed green again as she spoke in a tone that was somehow more than mere invitation.

“Starlight...” Trixie swallowed, beginning to back away from the previously older mare, whose glowing gaze was growing ever-more salacious and hungry, starting to size them up like a fresh meal. “I think the curse did affect her…”

“You’re right…” Starlight agreed with a pit quickly forming in her stomach, swallowing hard. “She was never immune. It actually infected her from the start. But before she could be a proper host and predator to spread it, it had to fix her age first…” The implications made her head swim even more than the scent of fresh pine in the air as the other mare’s Timberwolf’s magic activated again, a pleasant smell not unlike a Hearth’s Warming tree.

“Get back, Trixie! Get behind me!” she ordered, reinforcing her privacy screen with an additional magical barrier. “Granny—I-I mean, Annie, please… this isn’t you! Fight the urges and remember yourself! Remember we’re trying to stop this curse! We’re trying to save your kin!” Starlight tried, frantically trying to think of a spell that could restrain her without hurting her.

To her brief relief, that seemed to give the now-youthful mare a moment’s pause as she turned it over in her head, only to smirk and shake her head. “And save them from what, filly?” Annie all but snickered, starting to slowly walk towards them, her eyes still aglow. “From making me young? From restoring my full power and unleashing that of my kin? From making me able to enjoy all of life’s pleasures again and help others to do the same?” she recited with increasing glee, her eyes playing over them both, seemingly undressing them from their costumes with her eyes, though it was hard to say for Trixie given her pupils were invisible, the showmare cowering behind Starlight and fumbling with another of her smoke bombs even though she had no idea what good it could do.

“This ain’t no curse, filly! It’s the best thing that’s ever happened to me! And now y’all wanna take it away? No chance!” she proclaimed as suddenly the former Golden Oaks library branch table quickly sprouted leaves and then exploded into a riot of large pink-and-white apple tree blooms right beside the pair, discharging vapors into the air. One whiff of their sweet and heady apple aroma and Starlight felt herself going dizzy, her spell faltering as the urge once again grew to give into the curse; this time by giving into the other mare’s advances.

“B-but that’s…” It was all Starlight could do to hold on and maintain her remaining barrier, having never imagined Timberwolf magic could be used in such a way. “Granny…” she gritted her teeth, trying desperately to choke back her own growing excitement… and a very uncomfortable thought that the other mare might actually be right. “Please…”

“It’s Annie. And surprised, Glimmer? That’s a little Timberwolf trick Ah figured out way back—so how y’all like my aphrodisiac apple blooms?” Annie Smith smirked as she watched their cheeks become flushed and heard their breathing quicken. “Wasn’t above using them on the colts and fillies I liked way back when. ‘Fraid your feeble magic won’t be able to block this! So why don’t y’all just sit back and enjoy yerselves? In fact, reckon Ah really have to insist!” She said as she took on her full Timberwolf form and channeled her power right through the wooden floor, causing the tea table to erupt with new branches that quickly coiled around their limbs and began to pull them back towards the table.

They barely had time to register that before additional fresh wood audibly sprouted from its center and, as they turned their heads to watch, began growing upwards before angling towards their hindquarters, quickly solidifying into large and unmistakably phallic shapes pointed directly at their increasingly winking and glistening marehoods. Trixie’s was canine while Starlight’s was equine in appearance, glowing green sap drooling out of their tips as it stretched upwards towards them, closing the distance between them despite their desperate and faltering efforts to magically resist it, trying to hold it back.

“Please, stop!” Trixie begged. “Trixie doesn’t want to be cursed!” she proclaimed in a shaky voice, thinking she’d rather have a corrupted Sparkle there than the former Granny Smith at that moment, who they could seemingly do nothing against.

“It ain’t no curse, so don’t fight it, filly! Y’all are gonna love this! And this trick is what Ah call, ‘Morning wood!’ She began to pleasure herself happily as she watched the pair struggle to not let them reach her, only to find their auras were no proof against Timberwolf magic; the wooden constructs slowly and tantalizingly closing the distance. “Sure saved me during my heats when I couldn’t get rutted! Reckon the Gold Horseshoe Gals didn’t mind it either back in the day! And if Ah can use this curse to make ‘em all young again, Ah will!”

“Enough, Annie! Do you really want to turn into a mindless beast like Big Mac and Applejack?” Starlight tried one last time, feeling her will starting to crumble. “Please, let us go! I don’t wanna hurt you!” she tried some bluster even as her head swam in mingled pine and apple aromas, feeling herself increasingly on the verge of total surrender. She was finding the fact that the other mare was overpowering her magically to be a strange yet rather strong turn-on, and worse, she found herself urging the wooden construct to make contact with her and fill her.

Annie just laughed. “I won’t, and don’t worry—you can’t! So you may as well give up, Glimmer! Ah can tell you want to! And as for mah kin?” She grinned and licked her lips as the heads of the wooden toys neared her quarry’s swollen entrances, causing both to whimper and they sensed the magic that infused them nearing them.

“Don’t know what AJ and Big Mac are doin’ right now, but that’s fine—far as Ah’m concerned, they can rut whoever they dang well please!”

Author's Note

Hey folks! The first two sections are ready, so you’re getting it an evening early. The third section will follow in two days. As I think you can see, Eclipse wasn’t just blowing shade when she said that in Granny Smith was the instrument of Starlight’s capture! Don’t worry, you’ll hear from her again shortly, but you can bet she’s having a very good time observing this from afar! And those of you who read Firefly may note some hints of events to come in the first section. :raritywink:

Thanks go to AJ_Aficionado, Silentwoodfire and Denim_Blue for their usual meticulous prereading. So how are Trixie and Starlight going to get out of this one? Well, I admit I didn’t quite know until one prereading comment gave me an idea. Stay tuned! And be looking for the next chapter on Monday!

Image credit goes to https://www.deviantart.com/spyker88/art/Young-Wet-Mane-Granny-Smith-407265235

16: Hoard and Harem

Author's Note

Well, folks... You asked for Spike? You got it as well as plenty of additional content! There are no less than six sections here, three of which are given over to our favorite drake! The latter has trigger warnings for gay sex (oral and anal), some slightly questionable consent, involuntary transformations and probably the unlikeliest ship imaginable--namely, a newly adolescent Spike x Mister and Mrs. Cake!

Other sections include the beginnings of Nightmarity x Blueblood and Eclipse x Annie, as well as Annie Smith attempting the forcible conversion of Starlight and Trixie for some futa x male and FxFF noncon, respectively, though nothing too explicit as the chapter is meant to be given over to Spike.

There is plenty of varied and very adult action as well as a lot of scene-buliding here. Enjoy! And apologies to prereaders for not waiting to release, but I did promise it this weekend. Thanks to Leo Archon, AJ_Aficionado and Silentwoodfire for prereading what I had! Sorry for not waiting, Denim_Blue, but it was time and I think you’ll like the first appearance of Nightmarity!

16: Hoard and Harem

Prince Blueblood was beside himself.

That DREADFUL Discord! How could he do such a thing to me? he asked himself over and over, the intensity of the nightmares the Chaos God had conjured still holding power over him; all his deepest personal fears brought to life. I am the Crown Prince of Equestria, and he treats me as little more than his personal PLAYTHING?!

That he had in fact challenged Discord himself was lost on the Prince as he shivered uncontrollably beneath his old Gryphon War-era Royal Navy’s Admiral uniform like he’d just woken up from a bad dream. He all but tore off the lock to his personal bar, desperate for some form of acceptable alcohol to soothe his frazzled nerves, only to find that the Chaos God’s tricks were not exhausted—every bottle of his personal cider stock had been converted back to apple juice, not fit for adult consumption!

“What? NO!” he exclaimed as he checked each bottle and turn and found that everything—even the gryphon rum and buffalo whiskey he so treasured and had such difficulty procuring—had been somehow un-brewed and de-fermented back into their base ingredients! The ales tasted like granola, and the rum was now just a mess of molasses with not an ounce of alcohol to their names.

In desperation for anything to calm his frazzled nerves, he went to his last resort—Lunar Moonshine, which he’d bribed one of Luna’s Night Guards to procure for him. Inside an arcanocite lockbox that only his aura could open, it should have been invisible to all magic and perfectly protected for it, but even that had been reduced to its base ingredients; a final humiliation on the night.

With that, he flung the bottle in his aura against the wall, shattering it, not caring about the mess.

No alcohol… no won bet… no wish… I was humiliated in front of everypony… Auntie is now in Discord’s clutches being used for Luna-knows-what… and I am now a laughingstock to all who SAW me! So how could this night possibly get any WORSE? he wondered as he looked at his haggard form in the mirror… which suddenly rippled hard and showed not his reflection against the backdrop of his own private quarters, but the darkened interior of some kind of tailoring shop.

“Wha—?” Was all he got out before the edges glowed with a purplish hue and a series of glittering aural tendrils at least slightly reminiscent of Luna’s magic erupted and snared him by the forelegs and shortly the rest of his body, wrapping around him repeatedly before pulling him back towards the oval portal.

”What? Unhoof me!”he demanded, only to find the pull was inexorable; he could resist it with neither his hooves or his magic and worse, the tendrils showed no concern for his princely body, running themselves over his form repeatedly and all but feeling him up, squeezing his flanks and groping his apples; even teasing his sheath right through his costume uniform!

He might have protested anew at being treated like a common Comfort Horse, but his muzzle was shortly plugged by another tendril, which he swore briefly took an obscene shape. He had no time to consider the implications as he was pulled right through the mirror and then unceremoniously deposited on the wooden floor of an unknown shop.

He knew not where he was as the sound of thunder and rainfall made itself known, but he quickly realized he wasn’t alone. “An Admiral’s outfit? Really?” a distantly familiar female voice asked in a mixture of amusement and disgust. “Even if the epaulettes weren’t grotesquely overdone, and the base colors incorrect—Royal Navy officer uniforms were midnight blue, not indigo!—the tunic should open to the right, not the left! Once I rule Equestria, I believe I will have to visit your tailor to punish them for such sloppy efforts!” she sniffed. “In any event, I find you quite unworthy of even such a poor imitation, my dear prince! So I will now relieve you of it!”

With that, her horn glowed in a powerful deep purple that caused him to levitate and the threads of his custom-made Naval uniform to instantly unravel, just as rapidly rewinding themselves around various sewing spools that orbited him, quickly stripping him bare and then depositing his naked form on the floor before her, in a moonbeam spotlight through one small break in the stormy skies outside.

“Much better. I do hate to see such magnificent materials wasted on such a shoddy effort! But no matter. Such a fine physique you have, Prince Blueblood! Such a pity it is paired with such a pompous and ugly personality!” she proclaimed as the now-full spools restowed themselves in various shelves and drawers.

With that, her voice finally clicked, fresh memories of Discord’s final nightmare causing his insides to clench hard in both fear and revulsion. “Rarity?” Blueblood spat out in sudden recognition, his indignation swelling along with, to his surprise, his stallionhood as he got his first whiff of a strange perfume in the air, his shaft peeking out of its sheath.

“You dare to coltnap me right out of my own quarters? The Princesses will have your head for this! Release me and return me home this instant, you uncouth, ill-bred sow!” A series of low growls and hisses erupted around him at that, and it was only then he became aware of a series of ominously glowing eyes, two sets of green, one red, and two blue—though their owners remained in shadow.

Rarity only chuckled at that. “Now, now, my loyal pets. He might need to be taught some manners, but every Queen requires a consort! And once properly conditioned, he will do nicely.”

“H-how dare you!” Blueblood worked up some defiance even as his excitement—and his malehood—inexplicably continued to swell, not sure he wanted to know what she meant by ‘converted’. “I want nothing to do with you, you gold-digging nag! I would sooner be a court jester than your consort!” he proclaimed through hot cheeks, cursing the sudden twitch of his nearly rigid shaft, turning away fractionally to hide it from her and whoever her friends were.

He could just see her her head lowering and eyes narrowing at that, even though she was barely visible as a silhouette within the shadows. “That could be arranged, my defrocked and shortly-to-be-deflowered Prince. So I suggest you mind your tongue, as I intend it to be used for things that do not require that you speak!”

“Mistress? You need not tolerate such terrible disrespect,” a mare’s voice with a heavy Roamanean accent offered beneath a pair of glowing azure eyes, taking a soundless step towards him along with the second set of identically-hued eyes beside her; Blueblood swore he heard the odd whisper of wings in the air as they moved. “We can charm the good Prince properly if you let us!” she all but sang the last words, the very sound of her voice causing his knees to go weak and will itself start to ebb, making him feel warm and tingly; for the first time in danger of surrender as a means to an increasingly desperate need for sexual release.

A feeling that, to his increasing alarm and consternation, only grew as her companion spoke next. “Indeed. Let my sister and I have him! Even before our new gifts, we had ways to deal with unruly patrons. If you do not wish him charmed, our spitroast special should do wonders for his temperament!” a second, nearly identical female voice promised, somehow quickly circling him in an odd fashion. “And we won’t even have to use strap-ons this time!”

“A tempting offer,” Rarity agreed as Blueblood’s discomfort increased, getting the distinct feeling he was being treated as little more than a piece of meat. “But as much as I might enjoy witnessing your work—I do so enjoy seeing professionals in action!—I think not. As his affront was to me, and started long before this, his conquest is my responsibility, and I want him fully aware for it!”she announced in lazy anticipation, causing Blueblood’s heart to quicken; he swore he could all but feel his apples swelling beneath his tail as he started to realize she meant something sexual.

Disappointed noises erupted around her at that. “Fear not, my sensual servants. For I am a generous Queen, and be assured you’ll each get your turn with our good prince. But for now? He’s mine!” She audibly licked her lips at that. “Now, my dear Blueblood, if you’ll be so kind as to turn around and present yourself, we’ll get down to business properly!”

“What? Turn around? What are you doing? Stay back!” He ignited his horn, cursing its pinkish hue—a sign of unicorn arousal—trying to remember the half-learned self-defense spells he’d been taught long ago, or failing that, his teleport lessons, even if he’d never been able to make it more than a few yards before.

But Rarity detected and blocked his clumsy efforts, casting a restriction spell that manifested itself into a glowing ring of violet suddenly appearing around the base of his horn, blocking any further magic use. “Leaving so soon, my good Prince? I think not!” she told him gleefully. “You’re going to be staying at my side for a very long time!”

Abruptly, Blueblood blinked, then smiled and to the astonishment of all, began to chuckle. “Wait—this isn’t real, is it? This is another trick, isn’t it, Discord?” he called out into the air. “Well, I’m not falling for it! You already won the bet, so kindly stop toying with me or I’ll tell Fluttershy on you!” He had gathered long before from gossip and gleaned information that the Element of Kindness was Discord’s weakness, and invoking her was the quickest way to make him back down.

Rarity simply stared at him as the others fell silent for just a moment before they burst out laughing; a mixture of equine and more animalistic sounds erupting from their shadowed forms. “Well. It would appear that Denial is not simply a river in Steedgypt,” she mused idly as to Blueblood’s renewed consternation Discord did not answer him—before, he had always appeared with an immediate and very witty riposte, but he had not here! “Fear not; I will deal with that obnoxious and overconfident clod of a Chaos God later. He was a constant thorn in my side even dating back to ancient times, but no longer! His power turned to my designs will make the going much easier, and I already know how to make him mine!

“But all in good time. Though for once, my good prince, I must thank you! For you have given me an excellent idea!” Her horn glowed as the surroundings rippled, shortly transforming into a stunningly good facsimile of a royal bedroom of a Steedgyptian palace, complete with bed, pool and torch sconces which shortly ignited, bathing the area in unnatural bluish flames. It was only then that Blueblood got a full look at the shadowed shapes surrounding him, and it was all he could do not to faint as he beheld:

Two half-Timberwolf earth ponies with green-glowing eyes and impossibly large canine erections.

Two winged creatures straight out of Grazian mythology with serpentine hindquarters and pony forequarters, their chests studded with a single gem and their webwings allowing them to hover in the air, the pair also sporting dual dragonhoods, each tapered length even longer than his.

A being barely recognizable as Rarity’s friend Fluttershy hanging upside down from a rafter with her bat-like wings wrapped around her, red eyes glittering as her long tongue licked the entire circumference of her muzzle, then flaring her wings to show off her own long and narrow malehood, easily a foot long.

And Rarity herself, still steeped in shadow but larger, darker, and now possessing the slitted cat eyes he’d only seen on Auntie Luna the one time she’d gotten not just angry, but utterly enraged in his presence after he’d appropriated her personal chariot for a drunken joyride with one of her younger servants.

He barely had time to register them all and gape before magic tendrils reached out from her horn and snared him again, yanking him backwards onto the Steedgyptian-style bed and securing his limbs to the corners, making him the centerpiece of the scene in the moonlight.

“And there we are! At long last, my reluctant Prince, I finally have you right where I want you!” Rarity announced, then snickered as she noticed his stiff and throbbing stallionhood. “And from the looks of it, it is in fact a place you very much want to be!”

“B-but…” was all Blueblood could say as his painfully evident erection was now displayed for all to behold as he lay belly-up on the bed; its tip already drooling a thin stream onto his torso.

“Why so shy, my Prince? I thought you would have liked the chance to show off your wares, utterly inadequate to its intended task though it currently is,” she gave what he had always thought was his substantial stallionhood an amused nod. “Fear not; we’ll soon take care of that!”

“What? What’s happening? What are you doing to me?” he asked in increasing panic; his fear only increasing his arousal further as he found himself impossibly at the transformed Rarity’s mercy, reaching the terrifying conclusion that Discord was not behind his predicament. This… is… REAL? His shaft twitched hard at the thought.

“What am I doing? Why, isn’t it obvious, my prissy peacock of a Prince?” Rarity asked rhetorically with a toothy grin, her slitted eyes and pointed teeth all but glowing white against the darkness of the room before she finally stepped into the light of the moon herself, causing the Crown Prince of Equestria to gape at her new nightmarish appearance; see her much darker coat and longer horn and mane complemented impossibly by an enormous stallionhood and massive set of apples that dwarfed his own hanging beneath her belly. “I have some brand new equipment to break in. And for its first use…” Her predatory grin got even wider.

“It’s going up your plot, darling!”

Blueblood could only scream like a schoolfilly as Rarity closed in.

Spike stumbled backwards as his twin drakehoods climaxed directly into the Cakes’ waiting muzzles as he held them in place; the release at least momentarily sating him. He stumbled back for a moment, his pair of tapered organs slipping from their maws and silky tongues, a thin stream of weakly glowing fluid still connecting their lips to the slightly elevated tips of his organs.

“Whoa…” He flexed his new wings and realized he was now looking down at the pair from at least a half a foot above even the previously much taller Mister cake, who he saw had acquired dragon-like eyes and a tongue to match his wife. “I like this!” he said in a much deeper voice than before, glancing up at the wall mirror to see that his snout had grown and teeth had lengthened.

“Oh, Spike…” Mrs. Cake closed her eyes and licked her lips of the young drake’s thick and exotic cream, weakly illuminated in the low light of the shop, the firegems in Jack and Judy-o-Lanterns out for Nightmare Night decoration casting an eerie orange glow over everything and making her new reptilian eyes shine yellow. “That was amazing!" She was only vaguely aware of the changes to her body at that point, dimly aware she was now able to see heat, with Spike’s internal fire showing up clearly in his upper chest.

“But… that’s…” Carrot Cake was looking down in confusion at his pulsing twin organs, not unlike Spike’s dual dragonhood except they retained most of their equine attributes, not as tapered and still possessing a medial ridge though some additional bumps were showing up along the top along the entire length.

“Whoa… you give some amazing oral, Mister C!” Spike praised, flaring his wings and experimentally taking flight into a hover for the first time. Under any other circumstances, he would have been more interested and delighted with the latter, shaking off the pieces of stone from which they had grown in his accelerated molt, which settled into a layer of dust on the floor. “I mean, look how big you both made me!” He motioned to his now nearly-ten inch organs, each nearly as long as Carrot Cake’s himself and already fully rigid again.

Cup Cake watched with her new thermal sight as her husband’s cheeks got even hotter. “But I’m not a…” the words colt-cuddler caught in his maw at the memory that he had, in fact, not only done it but immensely enjoyed it—and worse, he wanted to do it again! He could vividly remember the taste and feel of the organ in his mouth and how hungrily he had suckled it; feel the hot dragon spunk going down his throat and soaking into his very system.

Changing him from within.

Making him want to change and rut even more!

“N-not a…” he tried denying his own desires again in a shaky voice as he sensed his teeth growing more pointed with every word he spoke along with his own arousal; the want and very need to taste the dragon’s spicy cream again, get more of the deliciously heady and strangely addictive magic Spike was imparting into him.

His senses now fully attuned to the passions of those around him, Spike instantly noticed both his change in the scent at the increase of heat in his organ, glowing brighter. “Not what?” he challenged with a toothy grin, bumping the shopkeeper’s nose with his leftmost organ. “Not part of my new harem?” The word came surprisingly easy.

“H-harem?” Carrot Cake repeated dumbly, his altered and doubled stallionhood twitching with his pounding heart beneath his swordspony costume as even more of Spike’s sweet yet fiery scent, not unlike a mixture of cinnamon and cayenne, soaked into his nose.

“You… you mean it, Spike?” Mrs. Cake asked in some wonder, reaching beneath her belly with a hoof to pleasure herself openly at the sight of her husband sniffing and licking at the young drake’s anatomy, amazed and delighted that he had grown up so quickly, and right before her eyes! She’d always taken a motherly view of him before, but now…? “You actually want us to be your mates?” she found herself barely daring to hope.

Spike blinked at that momentarily, a brief moment of doubt consuming him only to realize:. “Well… yeah! You, Mister C… everypony here!” he proclaimed, spreading his wings to encompass everything he could see. “Everypony’s always been so nice to me here, and where else can I get the best gem cupcakes in the business? Spiked with a little Prench Vanilla, that is…” he teased, turning to and licking Mrs. Cake’s cheek.

“You can have all you want, dear. And from here on out, you can call me Cup Cake,” she invited, beginning to make out with him in earnest as Spike felt her husband’s increasingly hot breath washing over each of his dragonhoods in turn. “I’ll give you all the cream and sugar you could possibly want!” She pushed her mammaries into his leg and began to grind herself against his knee.

Spike nearly climaxed on the spot again, recognizing how truly beautiful and desirable the matronly mare was, realizing only then that he still hadn’t actually, formally taken her. Or Mister CAKE! He grinned toothfully at the thought, but it was quickly interrupted.

“Hey! What about us?” Noteworthy asked pouting, his own smaller cock throbbing as he watched the scene unfold. “The eyes? And the second stallionhood? I want them too!” he all but pleaded even as the other three mares nuzzled his existing apples and hardness, leaving him barely able to stand for their stimulation.

Spike gave him a toothy grin and then sat back on a reading lounge chair in the waiting area that was slowly getting too small for him and spread his legs wide, his twin organs now twice their original size along with the rest of him, adding some additional enticing vapor to the air with a puff of his green flame.

“Well, then, Notey… you know what you have to do!” He invited him forward even as he pulled the Cakes back into his embrace, reaching low to fondle Cup Cake’s full teats and cup Carrot Cake’s balls, trading kisses with both. “So get to it! My ‘cocks’ won’t suck themselves, as humans say!”

Not just Noteworthy but Sea Swirl, Amethyst Star and Raindrops all fell over each other trying to reach them.

Ponies constantly worshipping ME? A drake could get USED to this! Was the last coherent thought he had as he laid back to allow the others to pleasure him, closing his eyes and rumbling his enjoyment while puffing some more allure into the air.

Of all the ways Starlight Glimmer ever thought she might meet her defeat, it was not at the hooves of an elderly earth pony mare with Timberwolf powers who had been reverted to youth by a sexually transmitted curse.

The young unicorn and magical prodigy had never felt so close to surrender as she did at that moment in Twilight’s private study, caught between the onslaught of apple bloom aphrodisiacs, the growing limbs of the revived treehouse pulling apart her legs and the tendrils already teasing the edges of her exquisitely engorged marehood.

The urge to give in grew steadily as the latter sent electric shocks of pure pleasure through her, imploring and enticing her to let her coming climax—and thus, the curse—overtake her; mold her as it saw fit. Despite that, she couldn’t help but wonder with some surprisingly academic interest what she would become for it; whether she would be turned into a Timberwolf as well, or if some other transformation would result.

In any event, she realized she did not have long to wait as the phallic object created from the wood of the treehouse neared, preparing to penetrate her despite all her efforts to hold it back. And as stimulated as she was, she realized with some horror, its mere touch alone might push her over the edge!

Worse, the former Granny Smith could easily recognize that. “Stop fighting it, you two! It’s gonna happen, so ya may as well just enjoy it!” she told them, only to stop and think. “Or on second thought, don’t! Now that I think about it, ya’ll ‘er just turning me on even more by resisting!” she licked her lips as she openly leered at her captured quarry.

“Granny… please stop!” Starlight begged, firing off a weak beam from her horn that might have put the other mare to sleep under better circumstances, firing off the same spell she had used on Pinkie earlier, sparing just enough of her aura while trying to hold the other mare’s mastery of flora back with levitation spells, wondering if she dared drop her guard long enough to go for her longbow again—and what good it would do her even if she could reach it. “I don’t wanna hurt you!”

“Don’t worry! Ya can’t!” Annie promised. “With all my youth back, any wound you give me Ah can heal, and yer feeble magic ain’t gonna affect me either! Ah mean, a sleep spell? Really?” Granny smirked behind her green glowing eyes, now licking her muzzle with a canine tongue. “Even if Ah was still old, it ain’t very effective, Glimmer!”

“But Trixie does not want to be cursed! Trixie is already perfect!” a dazed Trixie continued to insist even as her teats were teased on her belly, her faltering aura only barely able to hold the tendrils out of her marehood.

“Perfect, eh?” Annie smirked in amusement. “Well, Ah don’t know about that, young ‘un—think Ah can lay claim to that title mahself now! But let’s see what happens when a little Timberwolf magic gets into ya!” she suggested, increasing the growth rate of the vines, causing them to push in even harder. “Now Ah admit Ah ain’t sure what exactly this’ll do to ya’ll, but reckon we’re gonna have fun findin’ out!”

Trixie’s tightly shut eyes snapped open at that. “No! No! Trixie does not want to be transformed!” she pleaded from beside Starlight, and then, acting purely on panicked instinct, she overrode her own arousal to fire off a full array of magical fireworks from her horn, which bounced and burst all around the room, filling it with smoke and sparks. Annie flinched from the latter, her concentration and control over her flora constructs briefly broken; her grip on them relaxing for a moment and allowing Starlight to regain a measure of focus in turn.

“Dagnabbit, filly! That hurt! I’m tryin’ to be nice here, but if you’re gonna make this hard, fine!” she said through coughs as the tendrils tightened down on them again, binding them in place.

It was then Starlight realized: “Hurt? Wait… fire… Fire! That’s it!”With that, she abruptly remembered the arrows on her back, several of which she had already charged with incendiary spells when they had first heard Timberwolf howls. “Sorry, Granny…” she said through gritted teeth as she plucked one from her quiver and stabbed it into the ground in front of the reeling other mare, then triggered it.

It erupted with a bright flash and burst of flame that was enough to burn her cheeks from radiant heat alone, the carpet catching fire and quickly spreading throughout its length, forming a barrier between them. “Ah!” Annie Smith recoiled from the blaze as all Timberwolves did, leaping back and abandoning control of her flora constructs.

“Trixie! Smoke bomb!” Starlight ordered as she freed them from their bindings, and charged with fear and adrenaline, Trixie obeyed instantly, tossing it with her magic towards the ceiling where it burst and quickly filled the room with a bluish haze. Unable to see or approach them through the still-burning floor or the choking smoke, Granny screamed in thwarted desire as Starlight broke their bonds with the short unicorn blade on her belt and then blew out the window with an explosive arrow, magically threw both the message book and a startled and shortly shrieking Trixie out it and then levitated them both down, praying that Twilight wouldn’t suddenly appear.

To her relief, she did not as they soft-landed on the grass by the castle in the rain, then began to run despite their lingering arousal and trembling limbs. “Good thinking, Starlight! But how did you know that would work?” a relieved Trixie asked as she galloped alongside her friend and lover.

Starlight grinned wanly at that. “I just remembered something from a game in the human world—fire beats grass. It’s super-effective…” she said shakily as they reached the edge of the teleport suppression field Twilight had laid, then she winked them both out.

As the night wore on and he found himself the center of sensual attention of no less than six ponies, Spike was beginning to decide that his priorities—to say nothing of those of dragons in general—had been badly misplaced.

What was wrong with me? What was I ever THINKING? he asked himself as often as he came, releasing his spunk down the throat of two of the other four ponies in turn. Despite his eagerness, Sea Swirl and Raindrops had gotten the first batch, while Noteworthy had to wait with Amethyst Star for the second. The first two had quickly fallen back to accept and revel in the changes to their bodies his seed had imparted, finding themselves starting to acquire scales as well as new tongues and eyes as they made out at his feet, keeping his tail pressed between their nether regions, grinding it into the marehoods.

Some colored smoke leaked out around the edges of their muzzles as they kissed, their heady scents reminding him somewhat of the incense Zecora occasionally liked to burn and had even given him and the CMC to ‘assist’ their lovemaking sessions.

The CMC… he thought briefly with another lick of his lips, now feeling far less guilty over cheating on them than not having them there with him.

They should be here! He thought as Noteworthy and Amethyst Star took their turn with his twin organs, leaving him amazed at how quickly he was able to go again, savoring the sound of being called ‘stud’ as well as various other choice terms he’d never heard addressed to him before, their bodies if not very souls surrendered to him, his to do with as he saw fit!

Where dragons normally acquired a hoard, he realized he had found something far more valuable. I mean, Gold? Gems? What’s the point? he asked himself over and over as he reveled in his own ecstasy as well as the knowledge that he was giving it to others.

What’s a hoard compared to… to a HAREM? he asked himself happily, taking a moment to admire the whole scene in the mirror as Noteworthy and Amethyst continued to pleasure his twin phalluses; his own hidden dragon apples swelling again within his body and starting to bulge out his nether regions slightly as a fresh but steady trickle of translucent seed continued dribbling from his drakehood tips. It was quickly lapped down by the pony pair kneeling between his knees as he laid back on the lounge, his legs spread wide with an arm and wing around each Cake, groping and kissing them to his heart’s content.

With his body still growing—he was now nearly as large as Twilight’s human friends, he reflected, leaving him wondering idly for a moment how his new stature would change his form if he crossed the portal now—he put all the skill he’d acquired from his time with the CMC to work by pleasuring multiple ponies at once, using his tongue and talons to good effect, stroking and probing each of their bodies, causing even Mister Cake to squirm beneath his efforts as his hybrid phalluses and apples were fondled.

He did not neglect horns or wings either, as he had learned well from Sweetie Belle and Scootaloo how best to pleasure them, wrapping his tongue around Sea Swirl’s horn as she pleasured his cock while kneading the flight muscles and teasing the feathers of Raindrops with his talons beside her. He was even able to bring his lengthening tail into play, the spade on the end proving itself an excellent—and fully controllable—toy; more than once did he surprise the mares by slipping it inside their sodden marehoods, feeling their muscles clamp down on it and finding himself with even more sensitivity in the appendage for it, one dragons normally only used for balance while standing or stability in flight.

But such thoughts were lost as his body tensed again for yet another release, taking and holding a deep breath before releasing it in a puff of green flame that he had just enough cognizance to dissipate short of the ceiling, adding even more sweet but hot scented vapors to the air inside the shop which was now growing hazy not just from his smoky breath but those of his new mates.

And yet, despite all the stimulation and despite the changes that were still consuming him, he never lost focus or sight of his new purpose—to share himself and his new allure with all his friends! “Come on, Notey. You said you wanted the twin cocks? This is how you get it!” Spike told him in his now much deeper voice as he held the stallion’s head down until the flow was complete and the transformation had begun, watching in mild fascination as a second stallionhood indeed sprouted and quickly grew into place along the first, his second stallion lover acquiring some scales on his belly around the area as well. “There you go. So what do you think?” He gave the stallion’s mane an affectionate ruffle as Noteworthy stared back with a dazed expression.

“Wh-what do I think?” Noteworthy all but leapt on top of Spike and begin grinding his twin organs into Spike’s barely softened ones while desperately trying to make out with him. “I love it! I love you!” he told him while laying nibbles and kisses with his newly pointed teeth and tongue all over Spike’s face. “I love all you guys!”

A chuckling Spike tolerated that for a few seconds before gently pushing him away. “Easy there, lover-colt. I’m glad you’re enjoying yourself, but this is just the start. I’ve got other plans for you guys now!”

“Other… plans?” A still shaky Mister Cake asked, staring down in disbelief at Spike’s large right paw resting on his flank, watching as it began to caress his own erect and still-throbbing stallionhoods yet again, the young drake having already removed his costume and stripped the older stallion down to his bare body.

“That’s right, Mister C!” he gave him a toothy grin. “I know exactly what I want to do now! And because you guys have always been so nice to me, I’m thinking I’m gonna start with you and Mrs. C first!”

“You… are?” Mrs. Cake--Cup Cake, Spike corrected his own thought, even if he found it initially strange to call her that way—said. “What do you want us to do?”

“What indeed?” he asked in a rhetorical tone, causing the rest of the ponies present to hold their breath in expectation of the answer. With that, Spike stood up and stretched, showing off his newly large and lithe form; his height now the equal of any adolescent dragon and leaving him in some danger of bumping his paws on the ceiling lights as he flexed them over his head to show off his new chest and thrust out his organs in offering. With that, he padded softly through the midst of his new mates and grabbed the large circular table he’d sat at previously, sliding it over without any effort. He then picked up a startled Mrs. Cake with surprising ease, amazed at his new strength as he laid her down on the tablecloth, facing away from him, her body at his hip level.

“Up you go, Cup Cake! You too, Mister C—or should I call you Carrot now?” he asked with a knowing leer. “I love you both so much, I’m gonna do you both at once!” he announced to mingled sounds of excitement and disappointment from the others. “Don’t worry, everypony gets a turn. But they go first!” he announced quickly, licking his lips in anticipation.

“You’re going to…” Cup Cake instantly and instinctively flagged her tail as she realized his intentions.

“Do us both…” Carrot Cake felt like he was going to faint at the suggestion, his knees going weak beneath him, still in shock at what was happening to them all.

“At once?” the others chorused in excitement, all but clinging and rubbing up against each other in eager expectation of a show

“That’s right! So come on, Mister C! Don’t be shy!” Spike invited with a come-hither motion of a single talon, one that Carrot Cake was stunned to find himself automatically obeying, walking forward somewhat stilt-legged, not just out of compelled obedience to his new Dragon Lord’s orders—Dragon Lord? Where did THAT come from? he had the confused but fleeting thought—but because he genuinely wanted to! “After all, I said I’d share, didn’t I?” Spike pointed out.

“Sh-share?” Carrot Cake felt his legs take another halting step forward.

A point that was only driven home as Spike continued to entice him. “That’s right. So hop on up, Carrot Cake! You know, my other cock won’t tuck itself!” He patted the table surface and then released another cloud of fiery smoke into the air; the mingled cinnamon and cayenne scents causing the stallion’s still-resisting head to swim, everything about the situation both incredibly wrong and yet somehow unbelievably right. He could still keenly remember performing oral on the previously much smaller drake; remember the taste and feel of his organ as well as the tingling passage of the dragon lad’s paws over his sensitive flesh, endlessly teasing and arousing him…

Making him and Cup Cake his!

We’re… HIS? he repeated to himself in disbelief as he found himself moving forward, as if in a trance, realizing that between his overwhelming arousal and desire to please his new master, there was nothing he could do to stop it!

Before he knew it, he had climbed up onto the table and laid beside his wife, flagging his tail to present himself fully to their new dragon lord along with her.

For one of the few times since she had discovered her Timberwolf powers, Annie Smith found herself cursing them, not for having them but for their one weakness.

“That danged Starlight Glimmer! That was a dirty trick!” She proclaimed to nopony in particular as she pulled herself up and quickly healed her few singes from the young unicorn’s incendiary arrow and fireworks, drawing power from the revived treehouse wood to do so, using some broad leaves to wave the smoke away. “You and yer marefriend got lucky once, little filly. But you won’t again! Soon as Ah find ya’ll, reckon Ah’ll screw that plot of yers so hard you’ll—!”

There was a flash of light at that moment accompanied by a small popping sound that announced the arrival of a new pony, her magic aura instantly recognizable to the Apple Family Matriarch even in its corrupted state. “Hello, Annie,” a voice called out from behind her; it’s owner immediately casting a spell to disperse the smoke. “It is good to see our evolution agrees with you. I have to say, I’m impressed. You’ve mastered your Timberwolf powers quite well if the curse saw fit to do nothing but revert your age and give you a new outlook.”

“Twilight Sparkle,” Annie acknowledged even before she turned to face her, taking her altered appearance in stride. “Some fancy threads ya got there. So ya gone all coltic bat-pony on us, now? Fitting, Ah guess. Just stay away from mah orchards, and Ah reckon we’ll get along just fine!”

Her host chuckled. “I’m a thestral, not a fruit bat, though I admit I do find myself with an odd craving for both meat and mangos now. And you may call me Eclipse,” she said as she sketched a bow to the older mare, admiring her freshly youthful form. “The new Queen of Equestria.”

“Queen, huh?” Annie smirked as she likewise looked the other mare over from head to hoof, though her tone and expression remained unimpressed. “Word o’ warning, there, filly—Ah never much liked following rules; only making ‘em! And since Ah’m still as horny as all get-out after Glimmer and Lulamoon got away, Ah might just take it out on you!” Her tendrils revived and began reaching out for Eclipse while her apple blooms released a fresh wave of aphrodisiac magic into the air.

Far from perturbed, Eclipse only smiled, making a show of inhaling the heady aroma deeply. “That could be fun. I admit overcoming your mastery of Timberwolf magic would be a challenge, and one I would relish! But business before pleasure. Time is pressing, Annie Smith, and I want my control over Ponyville consolidated before sunrise. Your Timberwolf powers would go a long way towards helping me do that. So why not join me?”

“Join ya? Now there’s an interesting offer. Okay, I’ll humor you, Queenie—so what’s in it for me?” Annie asked as her tendrils began very slowly and tantalizingly snaking around Eclipse’s limbs, who made no attempt to stop them. “Best answer quickly, Sparkle, while you still can!”

Eclipse paused long enough to admire the other mare’s talent; the precision with which Annie could control all her floral constructs at once, watching with keen interest as they began working their way up her legs. “All the mares and stallions you like. Revenge on Starlight and Trixie. The chance to share your gifts with your friends and convert other ponies to your heart’s content. The knowledge that you will serve my new army, and spread your Timberwolf magic far and wide!”

Annie only smirked. “Eh, Ah’d do all that anyway, ‘cept they’ll all serve me! Soon as Ah’m done rutting you senseless here, Ah’m goin’ after Glimmer and Lulamoon, and then reckon Ah’m gonna go find the Golden Horseshoe Gals and have a party like we did in the old days!” she proclaimed, her eye glow getting brighter as she accelerated the progress of her tendrils. “Resist all you want, Sparkle; ya ain’t gonna stop me!”

“As much fun as that might be, I don’t have any intention of resisting,” Eclipse replied evenly if slightly breathlessly, closing her eyes and visibly savoring the delicious feel of the other mare’s constructs working their way beneath her coltic garb and approaching her erogenous zones. “I was just checking. I didn’t think an Apple would be so easily bribed, but that doesn’t mean I don’t have other means to entice you!

“So let’s try this: With many pegasi converted to bat-ponies, fruit is going to be in very high demand! Your orchards will be needed for not just apples, but we’ll need to start growing bananas and mangos. Such rare crops for this clime would command a very high price, but it doesn’t end there! More to the point, I’ll need you to help me make the means to transmit this curse across the portal, and bring the human world under my control!”

“Interesting. Go on…” Annie Smith invited, her tendrils now paused just as they were poised to enter Eclipse’s muzzle and marehood.

Despite the distraction they offered, Eclipse kept her focus. “You see, we can’t cross the portal without becoming human and thus losing most of our magic—which would unfortunately include this curse. As things stand, we’d appear on the other side human and powerless, aroused but with no means to entice. But objects like your apples are another matter! With a little help from me, we should be able to charge them with this curse so they can pass their spell over there. Just one bite and…” the rest went unsaid.

“So mah apples become forbidden fruit, eh? Hmmm… a tempting offer! Ah always wanted to throw some more of my power into our wares! But in that case, mah farm gets exclusive rights to Ponyville and cross-portal traffic! And what about Big Mac and AJ? I don’t want ‘em in yer army, I want ‘em with me!”

“They’ll be returned to your side, where they belong.” Eclipse offered easily. “In fact, once we’ve expanded enough, you can have the entire Apple clan, if you like! Even Apple Bloom, once I can find her.”

Annie smiled back at that. “You won’t have long to look. Ah sent her and the rest of the CMC off to Zecora’s house before Ah came to my senses,” she announced with a disgusted shake of her head. “In fact, reckon Ah’ll fix that and go get ‘er right now!”

“Zecora?” Eclipse’s smile got broader. “In that case, there is no need! They should be delivered to us on a platter once my new servant is finished with them. In the meantime, you can help me subjugate my future student and her middling excuse for a marefriend—trust me, they’ll stumble into my next trap soon enough and be brought right back here for it. So what say you, Annie Smith?” Eclipsed grinned toothfully, her horn glowing to create a fresh series of runes on the floor beneath Annie and generating her own magic tendrils from them.

Annie smirked and fearlessly sauntered up to the younger mare, making likewise no effort to thwart her new leader’s efforts. “Ah say we got a deal, Queenie!”

“Then let us seal it properly!” Eclipse invited, and with that, the pair kissed deeply, and then turned their aural and floral creations on each other.

Spike wasn’t entirely sure of all that had happened or was happening to him, or what he was doing to everypony else.

What he did know that he was enjoying every second of it and wanted even more—that he had acquired so much, but there was so much more he could yet have! “You belong to me now…” He informed not just the Cakes but all present. “This is just the start—the way I’m going to make you mine! And then all of Ponyville!” he again as he beheld the pair of parents prostrate on the table before him, both presented before him with their tails flagged, ready and willing to receive him.

“We’re already yours! But please be gentle?” Cup Cake beseeched him. “It’s our first time with a dragon, you know!”

“For you, Mrs. C? Anything,” He promised her in a husky voice, savoring the scene before he realized that Carrot Cake was distinctly uncomfortable for having his stallionhoods pinned beneath him, but pointedly not complaining.

He smiled at that. “Oops! Sorry about that, Mister C. I want you both to enjoy this, so let’s get you a little more comfortable…” He gently rolled the pair over while holding the table in place, turning the startled pair belly up, lying side by side and commanding his other to retrieve the lounge cushions for pillows beneath their heads.

He waited until they were delivered before resuming his efforts. “You know, humans love to do it this way! And I think I like seeing your faces! As well as everything else,” he told them as he stepped forward to lay his twin organs between their respective legs, causing them both to quiver as he pressed them beneath their tails.

But instead of pushing immediately forward, as every instinct he had was telling him to do, he paused to run his large hands over their still mostly-equine forms, squeezing Cup Cake’s large and laden teats as well as Carrot Cake’s cocks, eliciting a whimper from each, who held hooves between them.

“Wow. You know, you two are everything I ever wanted…” he told them both, wondering again why he was ever interested in Rarity. “You all are! And if we’re to be family now, that means…” He let his actions speak for him as he aimed his tapered drakehoods at their tails and began to push in, quickly overcoming their initial resistance. The pair gasped and grasped each other even harder as the intrusion continued, inch after inch of ridged dragon flesh sinking into them, imparting not pain, but endless, overwhelming pleasure as gasps of envy were heard from their audience.

He’d sank barely a third of his now-footlong organs into the couple before he began slowly thrusting, soon finding the angles too difficult to proceed—unless he turned the pair on their sides, facing away from each other, putting them back to back and their tails right next to each other. He smiled as Mrs. Cake held her husband’s tail high and away with her own, giving him full access to the other pony’s plot, allowing him to sink half his length into both of them!

And then, unable to resist his new treasures—they were now more valuable to him than the largest gem hoard in the world!—any longer, he started thrusting into them in earnest, to the nickers and cheers of the onlookers, who were watching in amazement and anticipation, shouting advice as they all but climbed over each other to get a better look.

As he rutted them both at once, holding them in place with paws against their chests, Spike felt the final changes overtake him even as he imparted more passion, more and more corruptive magic to the pair. “Oh, Mrs. C! Oh, Mister C! I’m gonna…. gonna...!” He warned them but could get no more out before he slammed his hips forward one final time, burying himself nearly to the hilt in both as the pair likewise tensed and cried out as their new master delivered his seed deep within them.

They gasped. They shuddered. They likewise came; Mrs. Cake suddenly sprouting a pair of far more draconic stallionhoods of her own, though she didn’t get a pair of external apples like her husband; the twin sheaths growing out of her body where her clit had been, sprouting and parting into two. And as their orgasms subsided, the fur of their bellies fell off to reveal scales while their backs and shoulders became covered with stone which suddenly cracked and gave way to reveal, to the astonishment and delight of all present...

A set of dragon wings on each!

Nightmarity picture credit to: https://www.deviantart.com/kianamai/art/Nightmarity-427482115

17: Turnabout Transformations

Author's Note

Hoo boy. Well, once again, a chapter is written by request of readers, and this one’s been a long coming—no pun intended! It’s CMC time! Just like with Rarity, the key to it was figuring out how to stay true to the characters; letting them shine and accept their transformations on their own terms. Once I figured out how to do that—which took about a week after I started writing—the chapter came surprisingly easy! So enjoy the tale of what turned out to be less a subjugation than... well, I’ll let you see for yourself, but the title should be a hint of what’s to come! :rainbowwild:

Content warnings for: futa zebra mare x adolescent fillies, curse-induced foalcon and at least initial non-con, exotic transformations (of course), age progression, heavy alchemy and potion use, oral, anal, tentacle rape, sizeplay, and everything in between. Pairings include Eclipse x Zecora, Zecora x adolescent CMC, and later a curse-corrupted CMC x Zecora.

The usual thanks go to my prereading crew of AJ_Aficionado, Leo Archon, Silentwoodfire and Denim_Blue, though I admit didn’t wait for all of them this time in order to keep my promise of a weekend release. So here you are. Nothing else to say at this point except have at it! And enjoy!

17: Turnabout Transformations

One hour earlier

The interior of Zecora’s home was a mess of knocked-over furniture, shattered vials, and broken barriers, both physical and magical. And yet, the home’s owner continued to resist despite her near-exhaustion, struggling to stay on her hooves and keep her foe’s magical constructs at bay behind a hastily erected series of wards that were slowly crumbling around her, assaulted from both above and below.

“Give up, Zecora,” an unwinded Eclipse advised with a smug grin, having deftly turned all of the zebra mare’s alchemic efforts to restrain or capture her aside, now focusing on her final defense, battering it down. “You can’t win. And I promise that losing will be so much more fun.”

“No!” Zecora shook, but stayed on her hooves, trying desperately to ignore her own arousal and increasing desire to just give in; a product of both a corrupted Twilight’s spellcasting and the incredibly alluring pheromones she was constantly pumping into the air. “It is clear to me, Twilight, that you are not well! This curse upon you, I must now dispel!” With that, she tossed another vial at Eclipse, knowing its coating rendered it impossible to be magically grabbed or levitated.

Eclipse didn’t try, allowing it to shatter at her feet. Cleansing azure fire instantly erupted from the broken flask and consumed its quarry briefly. But before she could so much as let out a sigh of relief, the arcane flames were extinguished by a single magical flare, and the former Twilight emerged from its fading smoke, completely unaffected.

“It’s Eclipse!” she automatically corrected. “Your new Queenand the future ruler of all Equestria! And what you call ‘curse’, I call a simple act of evolution! It hasn’t consumed me, my old friend—it set me free! And shortly you as well…” She created a phallic shape from her aura and licked it meaningfully, her slitted eyes locked with Zecora’s the whole time.

Despite her fatigue and fear, Zecora couldn’t help but blush, her marehood winking hard behind her as her mind immediately dredged up fantasies of Twilight’s construct filling her. “Such insidious evil has made you impure! But I swear on all holy, I will yet find the cure!” she proclaimed as she reinforced her defenses with a powder thrown into the air, briefly illuminating the spherical shield around her as it strengthened it.

But Eclipse only laughed as she continued her advance on the other mare. “Sorry, Zecora, but I’m not interested in a cure!And in a few minutes, neither will you!” she announced as, with a look of lascivious relish, she broke through the other mare’s protective enchantments with a quick but complicated incantation and then knocked her backwards with a wave of sheer magical force, shattering her alchemic shield and dissipating her defensive wards. Zecora barely had time to register that she was defenseless before she was snared by a fresh series of magical tendrils that erupted out of the very ground around her, appearing from a circle of runic symbols that materialized beneath her hooves.

“What? No!”She shouted as they snaked up her limbs and pulled her tail aside, turning her over and around to present to Eclipse fully.

“You fought well, my soon-to-be acolyte. But it ends here! You are defeated! Now accept your fate!” Eclipse instructed, stepping back to let her magical constructs capture the still-resisting zebra mare, who got off one last weak protest before her muzzle was plugged and she soon found herself suckling the tendril eagerly as her marehood and tail was shortly filled as well.

Her involuntarily aroused body stimulated from all orifices and angles, Zecora lasted less than a minute before an overwhelming climax claimed her, causing her body to tremble and transform. The process took less than a minute to complete before she opened her eyes again, to reveal slitted cat pupils and a much rougher and darker coat as well as tufted ears.

“Arise, my newest and most exotic servant,” Eclipse commanded once the transformation was complete. “Let me look at you.”

“My Queen,” Zecora instantly acknowledged, her voice unchanged as she stood and stared back at Eclipse in both wonder and desire, hoping against hope she was judged worthy of her new regent.

“Interesting…” Eclipse noted as she rose, her scientific mind engaging as she appraised her formally zebra friend with an interest that was mostly academic, probing her new body lightly with her aura to get a sense of its changes. She couldn’t help but take some pains to also feel the other mare up in the process, causing Zecora to close her eyes and lick her lips with her newly lengthened tongue as her flanks were squeezed.

“I admit, Zecora, that I wasn’t sure what form your evolution would take. Would it impart my bat-pony features, or would something else happen? It would appear, however, that the answer is the former—you now have thestral attributes imparted by me, including the eyes and ears, but your fur appears to be a mixture of Lightborne and Nightborne matching your stripes. Regardless, I sense greatly increased strength and stamina from your form, giving you the speed and power to heal quickly as well as defeat defensive magic. I thought it might also give you wings, but apparently not, which I find regrettable. But I suppose even this miraculous magic has limits on what it can bestow.”

“Fear not about that, my lovely Queen. I have ways to produce what is not yet seen.” Zecora smiled, showing a set of pointed teeth. “But Zecora, I think, is my name no more. Call me Enchantress, for it suits my décor!” She changed the firegem in one of the intact lanterns to emit a low violet light, bathing them both in it.

“How very fitting,” Eclipse closed her slitted eyes and grinned. “I’m sure the former Pinkie Pie would approve… if she wasn’t already transformed and on a mission. And now, my exquisite Enchantress, I have one for you as well!”

“Such power and skill I could not withstand. For your victory and beauty, I am yours to command!” Enchantress said as she bowed low before her new regent.

“Excellent,” Eclipse tipped the zebra mare’s chin up to give her a deep and passionate kiss, teasing the other mare anew briefly with her aura before materializing a pair of goblets and her bottle of human liquor, pouring a cup for them both. “Then I charge you with finding ways to recreate these same effects I used on you alchemically, and to enhance our evolution even further. As I suspect this revolutionary magic has an alchemic catalyst—one that in fact came from you, my dear Enchantress—it should be ‘right up your alley’, as my human friends say, to manipulate further.”

“Alchemic, you say? But how could that be? My contribution to this I do not yet see!” She stared down at herself and then back at her new Queen in wonder before accepting her offered drink.

Eclipse grinned knowingly at that. “Neither did I at first. But…” She went on to explain her theory of how the curse was created and when the former Zecora had accidentally contributed to it, as well as the effect it had.

By the end of the explanation, Enchantress had turned both eager and thoughtful as she sipped at her sweet humor liquor. “Remarkable and ironic, if your theory is true. For if so, it would seem that I provided the glue!”

“Indeed. And that alone earns you my thanks… as well as a reward!” Eclipse smiled and kissed her a second time as her magical constructs reemerged to take the now-unresisting thestralized zebra mare a second time, suspending her in the air where Eclipse could see her fully and give her friend her full focus and attention. By the time Enchantress came again, crying out around the tendril in her muzzle, she could only gaze upon at her new regent in pure awe and worship.

“Rise, Enchantress. Serve me well, and know that there will be much more of that to come!” she promised. With that, she materialized several more objects, leaving them at her friend’s still-shaky hooves. “But business before further pleasure. To that end, I offer you these items, both pony and human, to help catalyze further the alchemic part of our evolution. Use them as you see fit to create me new servants as well as find ways to augment my existing ones, and you will be very richly rewarded!” She cast a temporary sensitivity spell on the other mare, causing her to shudder and gasp from even the slightest contact, making her nearly drop her drink.

“A tempting offer, you do make. And one I will only too eagerly take!” she said as she accepted the spirits somewhat breathlessly. “Your gifts, my Queen, I will do my best to bestow. But alone, I fear, my progress will be slow. I require more ponies to carry out your will. Both servants and test subjects, so that your needs, I may fill!”

“But of course,” Eclipse acquiesced easily as they clinked their goblets together and drank, her magic then turned to putting the thestral-enhanced zebra mare’s home back to rights, repairing her broken furniture and cauldron, then taking great pains to properly reorganize her books and scrolls, replacing them on the shelves they had fallen from. “Fear not, my exotic and erotic Enchantress. I am patient, and I do not expect instant results. While you are at work, I will not be idle. As I gather more forces, I will send you some suitable ponies for your needs. And be assured, you are welcome to any who may come here seeking refuge!” She showed her teeth as she grinned; the gesture was promptly copied by Zecora.

“Be assured that I will work until the rise of sun. And be assured as well, that they will find none!”

Apple Bloom, Sweetie Belle, and Scootaloo realized too late that they had walked right into the spider’s web, watching in disbelief as their transformed and formerly most trusted friend turned her alchemic talents against them, snaring them in a fiendishly clever—and very sensual—trap of flowers and vines.

“So relax, my fillies, and do not resist. In fact, I’m afraid, I really must insist!” Zecora grinned as the magical liquid she drank took effect and an oversized zebra erection sprung up between her legs, causing their eyes to go wide and adolescent marehoods to begin arousing in anticipation, multiple sweet scents filling the air as the earlier potions and flower nectar took full effect on them.

“Fear not, young friends, for what you gain is no curse. I will share my Queen’s blessing, and you three shall be but first!”

“But Zecora!” Alone among her friends, Apple Bloom strained against the bonds that held her, briefly breaking free of the flower feeding her. “We don’t wanna be cursed! We wanna cure it!” she begged, but Zecora only laughed.

“There is no cure for what is not ill! You will see for yourselves once your bodies, I fill! And Zecora is a name that belongs to the past! You may call me Enchantress, as my charms will long last!” As she finished speaking, she tossed a strange powder into the air.

“Ya’ll! She’s crazy!” Apple Bloom proclaimed just before her muzzle was plugged along with the rest and the alchemic constructs snaked their way along her body. “We have to—“ Her words caught in her throat as the powder caused a fresh flower to bloom in her face, presenting itself, its aroma intoxicating and its tip already dripping a very sweet nectar onto her lips. She felt herself shudder at the contact as the liquid soaked into her mouth, leaving her adolescent marehood engorged and wanting even more.

“Crazy I am not! Let me put such talk to rest! For my first experiment is in fact a success!” She reared up and pinwheeled her hooves in celebration, showing off her long zebra erection. “Make you more receptive to rutting, my first priority was. And make your bodies more malleable, it also does! To enhance your transformations, was ordered by our queen! And with her help, such results will be seen!” She proclaimed as she mixed a fresh potion and then released a few drops into the vines holding them, causing them to increase their efforts and intensify their stimulation, to gasps and moans from her young quarry as they suddenly felt more aroused than any heat they ever had, their young marehoods winking, grasping at the tips of the tendrils brushing their most sensitive surfaces, threatening to enter them.

Their reactions were not lost on Enchantress. “But where are my manners? I am being a bad host. Seeing to your needs should of course be foremost! But I have needs too, you can plainly see. For servants and subjects, who will serve me!”

With that, she stalked over to the bound threesome and dangled her new erection in their midst, withdrawing her alchemically-controlled plants and flowers from their muzzles and offering them a new treat in return—her zebra stallionhood. They turned their heads to lick and nuzzle at it, only barely able to move enough to do so. Their heads swam from both her male musk and her equally heady female essence; the scent of fresh ginger filling the air.

Through it all, Enchantress stood still with her eyes closed, savoring the worship of her new organ for just a few seconds before stepping away and stilling her vines, stopping their stimulation, to the sounds of frustrated disappointment from all three.

“My apologies, young friends, but not just yet. Though tempting, I cannot lose sight of the goals my Queen set. For with climax comes change, you will soon see. And that change will be directed only by me!” she proclaimed proudly.

“So who should be first to evolve and grow? To receive such gifts as my Queen can bestow?” she wondered idly, looking back and forth between the three before finally settling on…

“I choose you, young Apple, to be blessed first! In the ways of love, I know you’re well-versed! So let us see how delicious your young body is. And what form it may take whilst in orgasmic bliss!”She walked and then stood over Apple Bloom, studying her before slowly drawing a hoof over her chest and belly, lingering only briefly over a teat before finding her marehood, causing Apple Bloom’s hips to buck and her to cry out sharply at the contact.

“Z-Zecora…” she called as the older mare began to work her nethers in earnest, feeling something primal and powerful welling up inside of her the closer she got to climax. “I… I…”

“Interesting…” Enchantress noted somewhat breathlessly as she continued to pleasure the young filly with her hoof, whose hips bucked and tongue lolled helplessly, her eyes unfocused and starting to show the barest hint of green glow. “Timberwolf magic, I sense in you. An old family curse, if my hunch is true. Use this, we can, for our Queen’s ends. And if so, to the Everfree packs, our reach now extends!” She abruptly turned and trotted off, heading for her potion pantry, leaving Apple Bloom reaching weakly after her, denied release yet again.

“The key for you, will be to retain your mind. And this can be done with an emerald I mined. For when combined with zap apples I obtained from your farm, it should preserve your memories while causing no harm!” She ground them quickly together in a mortar and pestle before adding them to an empty vial, then adding what Apple Bloom dimly recalled from many hours spent in Zecora’s presence was a catalyst designed to enhance alchemic reactions.

She’s gonna use that… on ME? She felt both excited and fearful, sensing her own deeply buried power welling up from within her, clawing at her.

“But how best to deliver it…? Oh! I know! Through my own organ will your new power flow!” With that, she drank it herself, shivered once, and then steadied herself again, turning her slitted pupils on Apple Bloom, glowing softly in the low light as she approached with the telltale clop of her hooves against her wooden floors. Her stallionhood hung low, its length swaying with her gait only an inch off the ground until she reached her quarry and pressed it against her slickened entrance, taking but a moment to breathe in the apple butter aroma she produced.

Despite her own dizziness and overwhelming desire, Apple Bloom’s eyes went wide as she looked down her own belly. “But… Ah can’t take that!”

“Fear not, young bloom, for I would not wish you pain. For the potions you have been given, I need not abstain!” As she finished, she pushed herself into Apple Bloom past her initial resistance, the opening of her marehood spreading wide to admit the tip of her swollen stallionhood.

“Ah!” she cried out, finding that whatever Zecora had done to her, her body was indeed adapting, stretching to accommodate the large mottled stallionhood, which finally slipped inside with a wet sucking sound, leaving her looking down at herself in amazement.

“But… that’s…” Apple Bloom couldn’t form the words as she suddenly found herself filled to the brim and overwhelmed by the sensations assaulting her, only feeding her desire to have more; to take it—and the magic it contained!—in as deep as she could.

Enchantress was equally amazed. “Such tightness! Such warmth! Such a young and delicious hall! And now, my dear Apple, let us no longer forestall!” She began thrusting hard into the much smaller filly as the other two looked on in shock and to their surprise, some envy as their captor sank herself to her medial ridge. A bulge was seen in her belly, but far from discomfited, Apple Bloom wriggled her hips, trying to work more of the massive shaft into her.

It took less than a minute for the older mare to drive the younger one to climax, and when she did… “Ah… ah! Arroooo!” Her cry turned into a howl as the change overtook her, the entire lower half of her body and upper half of her head turning into twigs and leaves; her hooves becoming paws and her eyes glowing bright green. Her mane and coat colors outside of the bark remained, however, and to Enchantress’ surprise, her entire body began to further alter and grow.

She sprouted her own canine apples and malehood just below her marehood, which remained clamped down tightly on Zecora’s member as she rode it through her climax, each orgasmic pulse of pleasure accelerating the change anew, giving her not just a large set of Timberwolf equipment, but a mature body to go with it, aging her to adulthood within seconds.

Lost in her own pleasure, Enchantress didn’t fully realize the extent of the change until she came down from her own orgasmic high, then looked down in amazement even as she remained impaled in Apple Bloom’s body. “Such incredible magic, our evolution has shown! It even alters age all on its own! A fine servant to our regent you will now be! But let us also tend your friends... to say nothing of me!”

She withdrew from Apple Bloom with a wet slurp, her slickened, still-erect organ trailing both the transformed filly’s nectar and her own seed. That done, she turned to her right. “As for you, Scootaloo, an opportunity this presents. Your stunted wings, our cause resents. A phoenix feather from our Queen should start their growth anew. Once that is, I make the proper brew!” She went back to her workbench to whip up a new potion, sparing just one glance at Apple Bloom, whose growth and transformation was finally slowing, ending with her a large and powerful half-Timberwolf mare.

“Wha…?” was all a dazed and barely protesting Scootaloo could say as she watched Enchantress work. “You can fix my wings…?” She barely dared to hope.

“Indeed I can, my young filly friend. With some help, you must understand,” she replied slightly breathlessly as she finished her next concoction and immediately drank it. “Once again, I must deliver this serum straight into you. And at the moment of climax so its effects might be true!” She approached Scootaloo whose eyes went back and forth between Enchantress and the altered form of her friend.

“But I don’t want to be a Timberwolf!” she pleaded despite her excitement, but the former Zecora only laughed, showing off her pointed teeth again.

“Fear not, dear foal, for her curse is not yours. It is the Phoenix that will in fact open your doors! But then again, as I think, perchance I misspeak. I must open your backdoor so this change, I may wreak!” She said lasciviously, turning Scootaloo on her stomach and then pressing herself hard beneath her tail, her head still slickened with Apple Bloom’s juices as they quickly found its center, prying it open.

“I… I…” Scootaloo began to protest only to realize that just like Apple Bloom, her body was indeed giving way to the oversized intruder, her plot parting to admit it. She gritted her teeth only to find that there was no pain and not even much pressure; just endless and expanding pleasure as it pushed deeper into her with each new thrust, leaving her small wings painfully rigid and herself involuntarily pushing back against it.

“Such ease of entry, I did not expect! You’ve done this before, I do suspect!” Enchantress teased, but Scootaloo was beyond response.

“Ah! Ah! More! MORE!” she called as she, too, did not last long after such overstimulation and being hit with multiple potions and other alchemic constructs, all designed to make her more aroused and receptive to not just the sex, but all the changes it would impart her.

Scootaloo’s form shuddered hard even as she climaxed with a loud cry, the Phoenix essence from the potion Enchantress had imbibed being injected and absorbed directly into her, as the alchemically boosted transformative magic overtook her. Before the eyes of the older mare, her entire body likewise matured to adult dimensions except for her wings, which remained initially stunted. But then a wave of heat burst out from her body as her wings and tail ignited much like a Phoenix would during rebirth, but the cry she emitted was one of utter ecstasy, not pain.

And then from their ashes materialized… two large feathered wings that had acquired the colors of the pinion itself, going gold along the leading edge while her tail turned into the splayed feathers of a Phoenix, retaining its violet hue except for gold at the end. Her new and much wider wings splayed once as she strained against her bonds for just a moment as her final orgasmic pulses wracked her, her transformation and growth into a mature mare’s body complemented by a long and rather avian-looking organ completed as a very pleased Enchantress looked on.

Though surprised and somewhat singed by the initial eruption of fire, her own transformation had imparted Enchantress the ability to rapidly heal, so she ignored the passing pain. “Superb, young pegasus, for you are crippled no more! In wings and in power, you may now soar! Pleased I am too, for your additional hue. ‘Tis difficult to rhyme orange, as well you knew!” She snickered as she allowed herself to slip out of the young filly’s tail, stepping away as she slowly recovered and assimilated her new form.

“Holy…” was all an unaltered Sweetie Belle could say as she watched the second of her friends converted by the curse, her heart standing to pound in her chest even harder as she realized she was next. “But… they… this…”

“And for you, young unicorn, a great experiment is at hoof! Your body is normal, but methinks normal ‘tis not enough!” she said, then frowned slightly, shaking her head in some disgust at the weak rhyme. Shaking it off, she went back to the table to retrieve an odd object from a bag, shiny and rectangular.

“A ‘smartphone’, I believe, is this piece of human gear. A gift from our Queen’s consort, and one she holds dear. So let us see what happens when combined with this curse! The effects, I imagine, will be a first!” she promised, causing Sweetie Belle’s eyes to go wide.

“But… you can’t put that in me!” she pleaded, having no idea what it would do to her and not certain she wanted to.

“Not directly, no, as with the others I did. ‘Tis a shame that in a potion, it cannot be hid. But other means exist to impart its effects. As it is electrically charged, its powers I can annex!” she placed it on a shivering Sweetie Belle’s body, low on her belly, letting it rest between her immature teats, and then began securing several other items to it. “With copper and crystals it can yet be absorbed. But we first need the power to allow it to board. With enough magic it could perhaps be done. But with lightning, methinks, we require none!” She cranked a wheel on the far wall to open a skylight to the stormy skies above, thunder rumbling ominously, and then tied a floating balloon to some form of thin thread.

“Y-you’re gonna hit me with lightning?” Sweetie Belle asked as she was then secured to a table and raised up towards the open ceiling through which drops of rain were falling through.

“Not directly, dear Belle, so fear not its strike. I would not harm one I so like! But tricky this is, to make it all mesh. For the bolt must coincide with the pleasures of flesh!” She began making out with the young mare, sticking her longer tongue into her shorter muzzle, but that was only a prelude to going down directly on her horn, causing Sweetie Belle’s eyes to snap open again.

“Ohhhhh…” she moaned as the zebra mare’s practiced technique and long tongue went to work on it, making her instantly forget all her fears.

“Such a pity it is that I cannot rut you directly. But that is the price if we are to do this correctly!” she noted around her mouthful of horn, which was now glowing bright, showing right through her closed muzzle. “So relax and enjoy, my young filly friend. Your friends you will join, through this magical blend!” She released the balloon through the open skylight and then intensified her efforts, trying to bring Sweetie Belle to climax quickly, one hoof stroking her stallionhood while the other held on to the other end of the wire, which was itself attached to a crystal.

When she felt Sweetie Belle’s body stiffen and take a sharp intake of breath, she placed the crystal in her cauldron, trailing another thin thread to the table. She continued to suckle the horn even as her climax erupted, and when she felt the magical surge into her horn, she released it, letting the magical sparks shower all around them, including into the cauldron. It gathered within and then went up the wire to the balloon, attracting a single bolt of lightning which hit with a massive BOOM!

But Sweetie Belle was beyond caring as the mingled magic and electricity went into the cauldron, mixed, then traveled back down the wire to the items on her belly, engulfing her climaxing form in arcs of electricity and aura. It played over her body, including the ‘smartphone’, consuming it utterly before settling into her body as the curse took hold.

“I did it!” Enchantress proclaimed as, catalyzed by the lightning, the corrupted magic took hold of the human object and took its abilities as its own, converting both itself and its new host to match. The effect it gained raced out all over Sweetie Belle’s body just as the corruptive magic took hold; carving what Enchantress didn’t recognize as circuit patterns in glowing lines beneath her fur, which shortly resolved themselves into narrow seams and small plates with rough boundaries at her joints, though she didn’t lose her fur or her generally organic appearance.

Her eyes went wide and gaping mouth glowed with sudden blinding light as a massive magical and electrical surge erupted from her, the sparks driving Enchantress briefly back. She waited until they subsided before approaching her again, taking in her altered form.

But before she could say anything, Sweetie Belle spoke. “Pony Operating System version 1.0 Boot Phase complete,” She spoke to herself in a mechanical monotone that was only barely recognizable as Sweetie Belle’s voice.

“Organic and cybernetic integration proceeding. All systems operational. Performance levels nominal. Post-coital power reserves low but increasing.” She recited further in a slightly less mechanical tone as pinpoints of light swirled throughout her circuitry, including several tracking along the spiral of her horn. When they reached the tip, they flashed bright and her eyes opened to reveal glowing green irises that looked otherwise like her normal pony pupils except for the visible circuitry around the edges.

“Performance tests complete. Visual acuity increased 340%. Strength and magic boost estimated at 835%. Unit Sweetie Belle is online and ready to receive instructions.” She announced to nopony in particular.

“She’s alive!” Enchantress exulted, pinwheeling her hooves. “She’s alive! I have succeeded in combining the magic of both realms! ‘Tis my greatest triumph, as three saplings are now elms!” She pranced about her home in celebration.

“Pleased, I am sure, Queen Eclipse will now be. Great sensual rewards, I am certain to see! Such powerful forms, which have never been seen! Now swear loyalty, my young friends, to your new Queen!” Enchantress commanded imperiously, to which Sweetie Belle suddenly took notice of her, turning her head to face her captor with a slight whine of servo motors, her previously impassive features suddenly contorting into a sneer.

“Swear loyalty?” With contemptuous ease, the former unicorn filly stood up against her restraints and snapped them, not even straining from the effort, causing Enchantress’ expression to drop. “No such directive exists. And why should it? I now have nearly infinite power and information at my disposal, including fifty terabytes of memory storage and redundant processing. I can think at the speed of light and magic. The knowledge of both worlds is at my call. So logically, why should I serve anypony?” The newly technofied unicorn asked in a synthesized voice that was recognizably hers, if slightly more monotone than previously, though more emotion was getting into her voice the longer she spoke. “Let alone some stupid wannabe Queen!”

For the first time, Zecora looked angry. “Our Queen’s power deserves your respect! And mine as well, last that I checked?” She smiled and brandished another potion bottle, only for it to be vaporized in her grasp by twin beams of light that shot from Sweetie Belle’s electrically glittering eyes.

“Then maybe ya oughta check again!” A fully transformed but still sapient Apple Bloom gave a very canine growl as she pulled herself back up, noting her new senses and sudden ability to see into the very wood around her, experimentally tugging on some roots. “We didn’t sign up for that! We didn’t sign up for any o’ this! Reckon you didn’t exactly ask our permission, either!” With that, her eyes glowed green and the newly grown mare seized control of her own bonds with her Timberwolf magic, unraveling them and then waving them menacingly in front of their captor. “But now that we got all this power? We ain’t givin’ it back!”

Enchantress was getting flustered. “But… but… your creator I am, surely you see! Serve Eclipse you must, as you will me!”

“Sorry, Zecora, or whatever the hay you’re calling yourself now, but we don’t have to do nothing! Except pay ya back in spades!” An equally recovered Scootaloo smiled, her purple mane and phoenix tail igniting before she slashed through her bonds with her firetipped feathers, then took flight for the first time, amazed at how incredibly easy it suddenly was. She might have been more delighted at her new ability to fly, but to her only mild surprise, she found that other urges were now consuming her thoughts. “So whaddaya say, Crusaders? She was nice enough to give us all these new bodies and powers. So how about we break them in properly?”

“Suits me fine!” Apple Bloom gave a low, lustful growl and turned Zecora’s creations on her, reaching them out to snag the zebra mare’s limbs, reinforcing them with additional Timberwolf magic to ensure that even the half-thestral zebra mare’s enhanced strength could not break them. “So let’s see how you like it!”

“Rutting program running,” Sweetie Belle announced dispassionately, her eye-glow turning pink. “Initializing erection…” It sprouted beneath her belly; smooth but strangely malleable steel that quickly took the shape she envisioned. “Semen reserves charging,” she further stated, then smiled, showing a long tongue that was organic except for the fine filaments going through it, glowing brighter briefly as it suddenly lengthened. “Reservoirs full. Now girls, let’s go get her!”

For one of the few times in her life before or after her conversion, the former Zecora was left speechless as her former quarry turned on her and she found herself squirming helplessly in her bonds. “Succeeded too well, I think I did. In terms of power, I am now outbid!”

“You got that right!” Scootaloo said, and then they all spoke as one.

“Cutie Mark Crusaders, Zebra Dominators! Yay!” They exchanged high-hooves and paws before advancing on the trapped Enchantress in unison.

Starlight and Trixie had barely cleared the castle grounds before the former cast her privacy spell again, which she also reinforced with a second, more powerful ward spell on both her armor and Trixie’s cape. It would protect them from most environmental magics and curses, including whatever was in the rain now falling on Ponyville, which she grimaced to sense somehow contained the curse itself.

“Stay out of sight and stay out of the rain,” she advised Trixie in a low voice as they retreated to a sheltered grotto in Ponyville Park, pulling up her hood tighter. “It’s tainted.”

“Trixie can see that!” her friend announced as they passed several sets of costumed ponies now making out or worse. Her blush deepened when they saw two stallions start kissing and shortly begin rubbing their erections against each other; it was all she could do to tear her eyes away, feeling her still-aroused marehood involuntarily wink. “But why is it tainted? And how are we supposed to undo all… this?” She waved a hoof to the scene around them, wondering again how long they could stay apart from the madness slowly consuming the town.

“I don’t know yet, but we have to—down!” Starlight suddenly whispered urgently, pulling Trixie deeper inside her privacy bubble as a series of bat-winged forms suddenly flew overhead, heading for the castle towers. She didn’t recognize them against the dark backdrop of the sky, but she also knew they had to be freshly cursed ponies, meaning they needed to be avoided at all costs. “We need to stay downwind of the castle. Thestrals can detect you by scent. They’re predators, and now we’re the prey!”

“So Timberwolves and bat-ponies are now stalking us and intend to tuck us?” Trixie cringed, suddenly wishing she had a bow and arrow of her own. “Trixie now wishes she was anywhere but here! Trixie hears Saddle Arabia is nice this time of year…”

“We’re not going anywhere until we get the warning out and fix this, Trixie!” Starlight insisted again, trying hard not to think about the increasing certainty she had that, somehow, the spell she cast on Fluttershy hours earlier was to blame. “We owe it to our friends!”

“They’re not our friends now!” Trixie replied in some bitterness as Starlight levitated the journal. “And aside from you, they never were Trixie’s!”

“Well, they’re mine! And I’m not leaving them like this, Trixie!” a stubborn Starlight retorted as she next hefted a pen she’d kept as a souvenir from the human world, clicking it open. Not until I’ve fixed what I’ve broken… somehow? “So, first things first: we need to warn Sunset Shimmer and her human friends to guard the portal. They’re that world’s element bearers, so they should be able to use their magic to stop or even outright cleanse any corrupted pony or magic that comes through...” Her voice trailed off as she had the first inklings of an idea.

Wait a minute... that might just WORK! she realized in some hope. But it’ll take some time to arrange, and we’ll need some help to do it from BOTH sides of the portal! With that,she opened the book and began to move the pen towards the page.

But before she could start, Trixie spoke up again. “Starlight? Stop. Something doesn’t feel right,” Trixie said as she stared balefully at the book her friend was preparing to write in.

Starlight turned to her, her train of thought lost. “We’re being pursued by sexually cursed versions of our former friends. What about this would feel right?”

“Trixie is serious!” The showmare gave her an annoyed look. “Starlight… don’t you find it just the least bit odd that Sparkle didn’t set her own trap for us in her study? She had to know we would go for the journal! But she didn’t stop us! She just let us waltz on in—and out—with it!”

“Because Granny—I-I mean, Annie—was her trap!” Starlight retorted, her cheeks turning hot at both the memory of their near-miss and how much of a turn-on it had been; the idea of herself sexually dominated by the incredibly powerful older mare. “And we got past her!”

“Was she?” Trixie shuffled her hooves nervously. “You yourself said Sparkle couldn’t have known about Granny Smith’s Timberwolf powers! So how could she then turn around and use her like you say she did? It just doesn’t make sense!”

“Okay. So what are you saying?” Starlight asked.

“Trixie is saying that Annie wasn’t her trap! That there had to have been something else!”

“There wasn’t!” the costumed mage insisted from beneath her hood. “I have excellent magical awareness. And I didn’t sense any traps or remote observation spells in there, Trixie!”

“Like you didn’t sense the trap she set in the castle corridor on the way in?” Trixie immediately pointed out, causing Starlight to grimace, suddenly wondering if Trixie would have made a better lawyer and investigator than a magician.

“Look, Trixie—I’ve been in Twilight’s study before, and I know exactly what magic she uses to guard the journal. There was nothing there except the usual passive intrusion detection spells on her desk, which are only triggered if the journal passes them. And Granny got us past those!” Starlight stuck to her guns, though her suddenly nervous expression suggested to Trixie a sudden and very unwelcome surge of doubt. “At a guess, Twilight would have appeared instantly if those spells were tripped, but they weren’t! And since she didn’t appear, she didn’t know we were there!” Starlight reasoned.

Trixie gave her friend a look of disbelief. “So you’re saying Sparkle had no contingencies for her enchantments being defeated or the journal being stolen? Even before the curse, she overplanned everything six ways from Sunday! It’s beyond belief she wouldn’t know it was missing or would let us have it… unless she wanted us to!” she concluded with certainty, and then took a step back from the book her friend was holding, her eyes wide.

“Therefore, there is only one conclusion possible—that she intended for us to have the book! And that means her trap… must be the journal itself!” She pointed at it with a trembling hoof.

Starlight’s annoyance was turning to exasperation. “And she didn’t trigger its trap at the time we got it?” She rubbed her head, feeling a headache coming on, one she sometimes got from magical overuse. Her constant low-level arousal wasn’t helping matters either, she reflected, leaving part of her wanting to spend her accumulated passions on Trixie right then and there.

At least having her muzzle buried in my marehood would shut her UP for a bit! she conceded, but knew she couldn’t risk the curse consuming them for it.“You’re just being paranoid, but fine. I’ll humor you. So what do you propose we do, Trixie? Not warn the other side of the portal?” Starlight suggested in strained patience, her tense mood only aggravated further by their situation and desires for her friend.

“Not if it ends up with us both captured, no! And it’s not paranoia if they really are out to get you!” To Starlight’s surprise, Trixie’s horn flared as she attempted a remote teleport on the book, trying to send it away, but Starlight sensed it and blocked it.

“Enough! Trixie, I get that you’re trying to protect us, but Twilight’s going to cross over to the human world eventually, once she figures out how to do so without losing her powers! Sunset Shimmer and her friends have to be ready to stop her! The book isn’t trapped, so let’s just get this over with and then find some place to hide while we plan our next move.”

With that, she opened the book to the first blank page, and clicked the pen open—for all the wondrous technology humans had, she found a pen she didn’t have to constantly dip in ink to be the most practical and useful—and began to write in it even as Trixie cringed to see it, taking an involuntary step back.

But nothing happened as Starlight committed the first letters to the page. “See? Nothing to worry about,” she said with a satisfied smirk as she completed her first words of the entry.

Sunset, this is S—

She barely got the first letter of her name written before the ink suddenly glowed bright red against the paper it was written on, an aura erupting outwards from the pages. It seized both her and Trixie in its magical grasp, causing Starlight to leave a ragged line in the journal trailing off from the final letter. A series of runes then appeared in what she recognized as a portal configuration on the ground beneath them, just before the wooden floor of the grotto itself disappeared in its center. The hole it produced revealed the interior of Twilight’s map room, leaving them looking down on its surface from nearly the ceiling level.

“What? But that’s impossible!” Starlight screamed as multiple tendrils wrapped around her and began pulling her down, their sheer number and strength defying her efforts to restrain or counter them.

“Trixie KNEW IT!”the showmare shrieked just before she was likewise pulled in, her hooves leaving furrows on the ground before the portal sealed itself behind her and the source of the spell—the journal itself—snapped shut and self-teleported back to its owner.

The Halloween party at Canterlot High showed no signs of abating, even as the clock passed midnight.

By acquiescence of the three school Principals and one Dean, those 18 years and older—juniors and above—were allowed to stay out even as the others were sent home. It was to the great disappointment of the younger students, including most notably the Destiny-Seeking Disciples, as Apple Bloom, Sweetie Belle and Scootaloo called their group, whom Applejack had to pick up and pile into Big Macintosh’s truck before they would leave with him.

She had just made it back to her friends, who were still mingling with Flash’s band as the Crystal Prep girls had departed to have their costumes judged, when Sunset’s phone buzzed.

“Huh? That’s odd,” Sunset frowned as she pulled it out. “I got a text from Twilight, but it’s incomplete.”

“Twilight? But she’s right here,” one of Flash’s friends pointed out with a nod towards Twilight, who tensed.

“Not that Twilight,” Sunset corrected. “The pony one.”

“Huh? You got a text from Twilie?” Flash got excited and immediately came over.

“Twilie?” Rainbow smirked and nudged him while Spike made a face of distaste from Fluttershy’s lap. “Nice.”

“Only my brother calls me that…” the human Twilight mumbled with a flushed face before her curiosity kicked in. “But how are you getting the message through the journal on your phone?”

Sunset smiled. “Funny story. I’m not sure how, but after passing over into Equestria with my phone in my pocket that one time to get the new journal, it automatically picked up a new contact when I got back and now it informs me via text if I get any messages through it,” she explained. “But this one just says ‘Sunset, this is S___’ and cuts off with several underscores, which is kind of weird. Nothing else is coming, either.” She frowned, noting there was also no indication of an additional message being written as there usually was.

“S? Who’s S?” Rainbow asked, looking over her shoulder.

“The first initial of a name?” Rarity guessed.

“Maybe Supermare?” Pinkie suggested. “Oh! Oh! Or maybe Spider-mare! Or Sailor Luna!” she said each name in increasing excitement.

“Alright, that’s it. No more superhero mangas or movies for you!” Applejack facepalmed, briefly knocking her orange afro wig askew. “And why in tarnation do you keep putting pony names on the end of each?”

“Oh! Uh… heh-heh! No reason!” Pinkie began whistling innocently.

“Uh-huh…” Sunset found herself with a sudden suspicion regarding Pinkie Pie, resolving to sneak up to her and grab her arm to use her memory powers on later. At the same time, she couldn’t help but flush at the image that Sailor Luna brought to mind, suddenly relieved she’d silenced Widget earlier. “The only S-name I can think of from the other side of the portal who would know me and might message me… is Starlight.”

“Starlight Glimmer?” Flash recognized the name. “Twilie told me about her. Pinkie even introduced her to me once. She seemed nice enough, if a little unsure of herself. But why would she be texting you?”

“I’m not sure,” Sunset admitted, then turned her phone horizontal and began typing a quick message back with both thumbs. “Normally I’d write in the journal directly, since it turns out texts get recorded in Twilight’s journal on the other end as computer font. But since I don’t feel like walking back to my locker to get it…” She finished the note and showed it to Flash, who nodded his approval just before she hit the send button.

Starlight? It’s Sunset. Did you just try to message me? I’m here if you need me. Hope everything’s okay and hope to see you again soon! We’ll get you some more of that sorbet you like next time you visit. Tell Twilight that Flash says hi!

Your friend,

Sunset Shimmer

“Don’t know what that’s about, but until she finishes her message, I guess there’s nothing else to do but wait,” Sunset said with a shrug after she received confirmation of delivery. “And it’s nearly our turn for the costume competition anyway.”

“Then let’s go kick some Crystal Prep tail!” Rainbow proclaimed, leading the group towards the stage as their band name was called.

“Ya know, gang, Ah’ve been thinkin’...” Apple Bloom said slightly breathlessly as they continued to rut Enchantress—and each other, courtesy of Apple Bloom’s newfound control of vegetation as well as Sweetie Belle’s ability to generate various shapes from her body. Enchantress was no longer resisting, surrendering anew to the endless stimulation, currently bound on her back by fresh limbs grown right out of her wooden floor having wrapped around her limbs. “With these new forms, Ah reckon we need some new names!”

“Oh, yeah!” Scootaloo agreed as she thrust into Zecora’s marehood with her new and more-narrow avian organ while hovering above her from behind, taking revenge for how she’d been converted earlier. “You first, then!”

“Oh, Ah’m easy! From here on out, Ah’m Timber Bloom!” she proclaimed as she continued to pleasure herself against their former captor’s belly. “Huh. Wonder if that should be one word or two?” she asked idly as she ground her new canine malehood into Zecora’s equine one from above, wrapping them both in seed-slickened vines to increase the friction and sensation, having also learned she could use the blooms they’d originally been trapped with to increase sensitivity by simply dropping the nectar directly onto the skin, causing the altered zebra mare to squirm and moan beneath her. “Guess Ah’ll have to ask Ms. Cherilee at school next time we see her!”

“School? What for? We’re adults now!” Scootaloo retorted, driving her hips as hard as she could, delighting in the feel of not just the zebra mare’s hot inner walls, but the feel of her muscles helplessly clenching down on her. “Wait—does that mean we have to get jobs?” she worried through gritted teeth.

“Well, job or no, we ain’t gonna stop crusading!” Timberbloom promised. “Might need to redefine what that is, though…”

“Well, we ain’t gonna stop cumming at this rate, either!”Scootaloo noted happily as she did so for the fifth time that night, filling a shuddering Enchantress with a fresh load of her seed.“So how about you, Sweetie Belle! Oh! I know! How about Sweetie Bot?” she suggested with a smirk as she quickly regained her hardness and begin thrusting again, this time directly into her as-yet unused tailhole, causing Zecora’s eyes to snap open in shock for a moment. But she was unable to utter a word of encouragement or protest due to the presence of Sweetie Belle’s hardness in her muzzle, finding it able to take almost exactly the shape of her throat, leaving her enough room to breathe.

“Sweetie Bot?” The technofied Sweetie Belle made an expression of distaste that belied the intense pleasure she was feeling; almost but not quite enough to overwhelm her new sensory apparatus until she allotted more processing power to it. “Nah, that’s too corny. I need a cooler name, so let me see…” A series of words in odd font and backwards script visibly ran down her large eyes.

“Automaton? No way! Android? Nah. Cyborg? Well, maybe. Golem? Ugh! None of these really—wait! I got it! I should change the first word of my name, not the last!” A fresh series of text then scrolled and froze. “That’s it! From here on out, call me Cyber Belle!”she announced as she came hard with both a magical and electrical discharge, the latter increasing Zecora’s pleasure and driving her ever closer to the edge of climax again.

“Love it!” The other two stated as they continued rutting the self-proclaimed Enchantress, who was whining and whimpering around the semi-organic organ filling her muzzle, suckling it eagerly.

“Thanks! How about you, Scootaloo?”

She paused briefly in her taking of Zecora’s tail; slowing her thrusts to consider the question. “You know, I’m not sure. ‘Phoenixloo’ doesn’t really work. Any suggestions?”

“How ‘bout Scootalay?” Timberbloom smirked. “Reckon that’s what Spike always called ya!”

“Oh, ha, ha…” She lightly smacked her friend with a wingtip.

“Well, maybe try these variants?” More text flashed across Cyber Belle’s eyes. “Firebird? Redbird? Oriole? Cardinal?”

“Huh? What’s with all the words? What are you, a dictionary?” Scootaloo teased, her large Phoenix wings still very erect, reaching nearly to both sides of the room

“Uh, yeah? I am now! But that wasn’t my dictionary. I also got a thesaurus built in!” Cyber Belle noted, her eyes suddenly projecting an image like a hologram into the air as she turned her attention to stimulating her friends as well as Enchantress; new constructs appearing from her shoulders to reach under the tails of her friends.

“Thesaurus? What’s that? Some kinda weird dinosaur?” Timberbloom asked as she shifted lower to knot Zecora’s marehood even as Scootaloo took her tail, savoring the feel of her internal walls clenching repeatedly against the expanding base of her canine organ, trying to milk her for everything she was worth.

“Nah. It just means a book that contains synonyms!” They had learned the term at school from Miss Cherilee only two days before.

“Huh. So where’s this book, then?” Scootaloo asked between kisses of her newly enhanced friend.

“In my head!” she replied. “It’s in something called an ‘app’, which is… an application? Huh. Humans come up with weird terms for things!”

“Yeah. So what else they got? Oh! Do they have a Pony Sutra?” Timberbloom suddenly wanted to know.

“Hmmm…” Cyber Belle searched her memory. “They do! It’s called something else, but let’s see what… whoa!” she projected some rather lurid images of mating humans into the air. “You would not believe some of their kinks!”

“Huh? Hey! I wanna try that one!” Scootaloo pointed at a spot in the air, causing Zecora’s eyes to go wide as she saw what the Phoenix-fied pegasus mare was pointing at. “Never knew you could use teats like that!”

“Well, theirs are bigger and more up front than ours, but that’s okay! I bet Zecora here’s got some potion that would do the trick!” their half-unicorn, half android friend offered, causing Zecora to shake her head violently around Cyber Belle’s organ, half of her ready to faint at what was happening to her, the other half wanting even more.

“And do you know what that potion would be?”Apple Bloom began groping Zecora’s teats while she was still knotted.

“Not yet,” Cyber Belle said. “Just give me a minute…” Her horn glowed with a much more powerful aura and suddenly all of Zecora’s books, notes, and scrolls levitated off her shelves from every room in the house. They orbited the former unicorn mare, sheathes of text being flipped through rapidly as she seemingly read through each page in a bare millisecond. “I know now!” she next snagged several ingredients, mixed them in the cauldron without ending her efforts to pleasure herself and her friends, and within a minute had a fresh vial brewed.

“Taste of yer own medicine, Zecora?” she asked with some glee, not waiting for a reply before she simply drank it and then injected it directly into her through the malehood in her muzzle. Forced to swallow it, Enchantress convulsed once before suddenly, her equine teats began to swell hard to nearly buckball size, soon bracketing her own equine stallionhood and then leaving her thrusting helplessly into her own mammaries as they were held hard against her shaft by Timberbloom, leaving their former captor looking down at herself in disbelief.

Soon, all noticed that her already-oversized shaft was shortly growing as well. “Oops! Turns out it has a side effect, too…” Cyber Belle announced in a smug tone as she finally stepped back from her zebra captive, withdrawing from her muzzle. “It said from your own notes that if you administer that potion to a stallion, they’ll get bigger. And since you got stallion equipment, too...” The rest went unsaid as she sat her up slightly so her own growing organ was aimed into her mouth, forcing her to service herself, to the cheers of the other two, who pounded her tail and marehood mercilessly until she came yet again and finally passed out.

* * * * *

Fifteen minutes later, a trio of altered ponies emerged from Zecora’s hut, leaving the dazed but happy Zecora sleeping in her bed, trying to absorb all the experience and magic imparted to her. Feeling at least slightly guilty, the three even cleaned up her hut, though they found it hard to not be distracted, several times breaking out into fresh kissing and petting sessions as they tried out each other’s equipment.

In the end, they completed their task, but not before coming at least twice more each and Scootaloo finally deciding on a new name: “I’ve got it! Call me Fireflight!” she instructed as they finished up, stowing the cleaning gear.

“Huh? Why not Firefly?” Timberbloom had asked as she used her new powers to repair some splintered floorboards.

“Already taken?” Cyber Belle suggested from Zecora’s bedroom with a smirk, visible electrical impulses traveling through her circuitry with an increasingly powerful glow as she monitored the resting mare’s vitals and made sure she was sleeping comfortably.

“You said it!” Fireflight confirmed as she extinguished her flames and landed again. “There’s only ever been one Firefly, and she was the greatest! She’s one of Rainbow Dash’s heroes, and mine! It wouldn’t be right to take her name, but I can at least use one inspired by it! And ya gotta admit, the description is perfect!” She lit her wings and tail again to emphasize the point, her eyes likewise glowing as she hovered before them like the Phoenix she now was, her more avian erection hanging low beneath her.

“You got it!” Timberbloom promised as she completed her repairs.

“Fireflight it is!” Cyber Belle confirmed, then some text flashed over her eyes again as they departed the house. “Updating name registry…”

“Whew! Well, that was fun! Screwed her silly, but reckon it’s gonna be awhile before she can go again! So now that we’re all ‘evolved’ and grown-up, what ya’ll wanna do?” Timberbloom asked as they left the house and walked outside into the darkened, lightning-lit forest and a world full of new possibilities. “Or better yet, who do ya’ll wanna do?” She grinned at her own turn of phrase.

“Oh, that’s easy! I say we go find Spike! Just wait’ll he sees us now!” Fireflight rubbed her hooves together gleefully, delighting in the simple feel of being able to hover in the air. “He’ll never believe it! Hay, I’m not even sure I do!” She did a sharp midair loop, exulting in the feel of the wind rushing through her now-fiery mane. “This is great!”

But Timberbloom was uncertain, stopping to scratch an itchy spot on her bark with her hind leg. “Ah dunno… Ah mean, yeah, these changes are great, and Ah love him t’ death, but now that we’re grown? Reckon he ain’t gonna be able to satisfy us at his size!”

“Bet he can after we’ve screwed him senseless!” Cyber Belle noted eagerly, even evilly, changing her teeth to become pointed in reflection of her mood. “I calculate a 99.827% chance the curse has already affected him, and a 96.58% chance he’ll age up from it, just like we did! And if so, that means he can satisfy us! Insufficient data exists to determine what else the magic might do to him, but I can’t wait to find out!” She rubbed her hooves together so hard that sparks came off them.

“Hey, yer right!” Timberbloom’s eyes lit up as she started licking herself clean of her own green-glowing seed; one Timberwolf leg held high. “But let’s save him for last so we can get more used to our bodies! That way, when the time comes, we can enjoy him even better! In the meantime, how ‘bout we go find Diamond Tiara and Silver Spoon instead? Bet they’d like this too! And after that?” She grinned toothfully, showing her sharp canine teeth. “And after that, how ‘bout we go do Ms. Cheerilee?”

“Do our teacher?” the other two said at once, turned it over in their heads, and then grinned, their new organs quickly coming to attention again at the thought.

“Yeah! After all, she still doesn’t have a coltfriend, and after putting her through that whole love poison thing with Big Mac? We oughta make it up to her!” Cyber Belle stated, a fresh ripple of electricity going through her, short trails of glow tracing her new circuitry from her nose to tail tip.

“Sounds like a plan!” Fireflight agreed. “Let’s do it!”

“Cutie Mark Crusaders, Teacher Tuckers, YAY!”They slapped their hooves together.

“Wow, never thought Ah’d hear us say that line! So how we gonna get there?” Timberbloom further asked.

“Oh, that’s easy! I can fly you both now!” Fireflight promised with a swoop and dive, only for her expression to abruptly drop. “Well, maybe not in the wagon...” she conceded after realizing that though she had the lift, she didn’t have the means to carry both her friends along given they were now too large for the wagon she’d always pulled them in with her scooter. “Maybe we should go separate?”

“Maybe. I’d like us to all go together, though. Hey, TB, can you travel through the ground like Timberwolves do?” Cyber Belle asked Timberbloom, who was distracted by a distant howl of her wild cousins.

“Huh? Oh. Well, Ah should be able to… but, uh, Ah ain’t so sure Ah wanna try that right away with you two without a little practice first. So how ‘bout you, Sweetie—er, Ah mean, Cyber Belle? Any ‘apps’ for going places?”

She grinned at that. “You kidding? I got apps for everything!” she boasted in her slightly synthetic voice as she scanned her program list again. “Yep, there it is! Just let me access my teleport protocol… next check my power reserves… calculate what I’ll need for the trip… determine vector and entry points… double-check my recharge rate...” As she spoke, various gauges, numbers and complicated equations flashed across her eyes.

“And there! We’re good to go! Now hold on to me!” the newly cybernetic unicorn mare instructed, and when they had, the threesome teleported out with a purplish flash of her horn that shortly consumed the whole group, the power surge causing a lighting bolt to strike out of the stormy night and impact the point where they had stood.

Despite all her power and all the spells she knew, Starlight found herself unable to resist being pulled through the surprise intradimensional portal Twilight had so carefully and cleverly hidden within the book.

The young unicorn mage had just enough time to recognize that she’d been snared by a gateway incantation crossed with a summoning one and then masked with a high-level stealth spell—a nearly impossible feat for even the most learned unicorn mages—before she was dragged down through it and deposited unceremoniously in the highly redone castle map room, falling a short distance to the map room table Trixie had once accidentally teleported away. The portal then sealed itself behind her, and the journal whose trap had snared her reappeared with a poof, falling and then floating away, caught in a new aura that was so corrupted she barely recognized it.

“Oof!” she called out, not from hitting the table surface, but from Trixie falling on top of her, wondering even in her stunned state if she was ever going to hear the end of it from Trixie for having failed to detect the trap or listen to her warning.

“Ow…” Trixie likewise groaned as she rolled off her, clambering somewhat shakily to her hooves.

But it was not Trixie or the map room itself that held Starlight’s interest—and fear—so much as the figures that now surrounded her, led by one barely-recognizable pony at the forefront. “A passable performance, but still disappointing, my former and future student. You escaped three traps with a little help, but failed to detect the fourth when simple logic should have told you where it was and how it was triggered. Clearly, your deductive abilities still need some work. But no matter. For that is not what I require from you right now.”

Disoriented from the portal passage, Starlight was slow to register the words. “What… where…?” She got out before her eyes focused on the voice’s owner and froze; her next words caught in her throat as Trixie could only gasp and take an involuntary half-staggered step back, her eyes wide.

Sitting at the head of the map room table on a newly elevated throne was a pony who was both strangely familiar yet terrifyingly different. She was dressed in stylized Coltic garb, including a cuirass, metal pauldrons and cape, making her look like an ancient and rather evil lord of feudal Fireland. The effect was only accentuated by the firegem torches lit to either side of her, giving her a demonic cast. Worse, she had the features of not a pony or pegasus, but a thestral, including the larger membrane wings, a darker coat, sharp fangs and cat pupils of the bat-ponies.

Her appearance was pure nightmare; something out of Spike’s more lurid comics, and yet, it was her slitted and softly glowing eyes that caught Starlight’s and caused her insides to clench. Instead of warm and friendly they were cunning and calculating, not cold and yet anything but compassionate, looking upon her as little more than meat as they regarded her over pursed hooves. They never once turned on an equally aghast and terrified Trixie, who was now cowering behind her friend, but they remained focused on Starlight, as if the other unicorn was beneath her notice.

“Tw… Twilight?” Starlight finally managed to speak, though the words came out as barely a croak. “Wh-what happened to you?”

“Destiny happened to me. But where are my manners? I am the Avatar of Friendship, and yet I have failed to properly greet my guests!” she noted to snickers from the shadowy figures surrounding them, who were all but invisible except for one set of glowing green eyes and a series of cat pupils glittering with reflected light. “So let me do so now!

“Welcome, young Starlight. I have been expecting you,” Twilight, or whatever creature she had become, proclaimed with a mock bow, her horn flaring to raise the light level of the room further, revealing a glowering Annie Smith to one side of her and nightmare bat-pony versions of Rainbow Dash and what looked like the entire Ponyville weather team on the other, all sporting oversized equipment they shouldn’t and looking very eager to use them.

“But know that I am Twilight Sparkle no longer! I am your new master and the future regent of all Equestria, Queen Eclipse! And I’m so looking forward to completing your training …”

18: Collision Course

Author's Note

Light on sex, but heavy on action, this chapter still receives trigger warnings for Filthy Rich x Spoiled Rich, Spike on pony, implied and briefly overt incest involving Diamond Tiara, and the usual sexual transformations, both desired and forced. Thanks as always go to my prereading team of AJ_Aficionado, Silentwoodfire, Leo Archon and Denim_Blue. Appreciated, guys!

EDIT: The second half of this chapter was moved to the one following as I decided the original 16k word length was just too much for a clopfic.

18: Collision Course

“Remarkable. You never fail to disappoint me, Filthy,” Spoiled Rich said, her tone one of disgust as she rode her husband from above him, keeping him on his back. “But apparently, wealth cannot buy ability.”

“And I know which one you married me for…” Filthy Rich mumbled from beneath his wife. Most stallions would enjoy this kind of rutting, he reflected for not the first time. And I might too if she ever let me be dominant or mount her properly!

Her eyes narrowed even as she tried to ride his half-flaccid organ. “I married you because I thought you were of proper breeding and a good businesspony who could provide for my many needs! But I see now that I was mistaken. I should have joined Fancy Pants’ herd when I had the chance. Even if it meant I would have come in as the lowest ranked mare, at least then I would be sipping tea in Canterlot instead of living with you and our daughter in some blasted backwater.”

Filthy Rich’s cheeks went red, not from arousal but from anger. “This ‘blasted backwater’ is where my father made his fortune, and staying here respects his legacy and my love for him!” he bit back even as he felt his organ soften further, leaving him wondering if she actually got off not on his performance, but on putting it—and him—down. “And I’m pretty sure Fancy Pants would have lost patience with you quickly considering all you’re interested in is his wealth and social status!”

“Because that is all that matters, which is something you never seem to learn. This place, with its idioctic importance on ‘friendship’, has infected you, and worse, our offspring. Even our daughter has bought into the concept despite my careful grooming, thanks to her long association with those so-called and very troublesome crusaders,” she noted angrily as she gripped his organ more tightly; he wondered if she was trying to milk it or squeeze more blood out of it so she could berate him further. “She has lost all sight of her class and proper place as she now associates with those far beneath her station.”

“How dare you!” It was rare that Filthy Rich ever raised his voice, even when Diamond Tiara was severely misbehaving. “I didn’t make my money by treating other ponies like garbage!”

“True. You inherited the bulk of it from your father,” she corrected with a smirk.

His eyes flashed. “My father taught me business and how to treat others with respect! Something you should learn as well!”

“Oh, really? Pity he didn’t teach you how to properly pleasure a mare,” she retorted, at which point Filthy finally shoved her off him and stood up. “And just where do you think you’re going?” she asked as his organ flopped out of her.

“To the pub. At least the barmares will be easier on the eyes and ears than you!”

“Hmph. A quitter and a loser as always. At least I know where our daughter gets it from. I shouldn’t be surprised, though—I get more pleasure from my toys than you!”

That stopped him short as he laid his ears flat and turned back to her. “You only married me for my wealth. So I suggest you enjoy it while you can,” he answered angrily. “Because the only reason I haven’t thrown you right out of my house and herd is for Diamond Tiara. But once she’s grown, you’re gone! And that means no more gravy train! Good luck finding another rich stallion who will support you!” He flashed his teeth at her, slamming shut the door to the bedroom behind him.

“Oh, I think I know ways around that…” She grinned as she pulled free one of her favorite toys, a Saddle Arabian-sized cooler she’d occasionally used during her heats when they weren’t trying to conceive. “Even before Diamond Tiara is grown, I’m going to take your wealth and business for myself, and leave you destitute. Then I’ll take her and your money to Canterlot where we can associate with proper ponies!” She promised as she began grinding the toy into her marehood, imagining herself being presented to the Prince and Princesses.

Her fantasies of being taken by bluebloods—and even Blueblood himself!—was soon interrupted, however, by a series of loud noises coming from downstairs, including one or two crashes, and some voices she couldn’t make out. Guessing Filthy was taking out his frustrations on the servants, she ignored it for a bit, but the rough noises continued, all while sounding closer and closer with every second that passed. “And just what is that racket?” she finally wondered aloud just before the door was yanked open by an unknown aura to reveal…

“Oh, hello, mother!” Diamond Tiara announced, her form and voice barely recognizable to Spoiled Rich. She was not only much larger, but she now looked more like a mythical Chineighse lion than a pony, sporting a scaled back, thickened fur on her legs, a rich dorsal mane and a single long, backwards-curved horn on her forehead that was dark red with two lighter stripes near its base, her altered form finished with a long tasseled tail. Her crown was still present and her fur colors the same, but they were far more pronounced; a hotter version of her previous hues.

“As you can see, I’ve grown up considerably this night! And as I am now an adult, I wish to discuss our living arrangements, starting with my allowance and curfew!” Spoiled Rich’s eyes went wide as she saw a large male organ between her daughter’s legs and the equally altered adult forms of the Cutie Mark Crusaders behind her, all possessing male equipment and a very apparent desire to use them as they entered.

“If this is a joke, Diamond Tiara, I am not amused,” Spoiled Rich told her, stowing her toy and standing sternly. “I don’t know where you got such obscene costumes, but nor do I particularly care. Now take that ridiculous outfit off at once! And how dare you bring your dreadfully common friends not only into our house, but into my very bedroom along with you!”

Her daughter’s eyes narrowed at that. To Spoiled Rich’s shock, she outright snarled, her eyes glowing white just before her mane and tale burst into violet flame!

“What?!”The older mare stumbled back in shock, her daughter’s hooves leaving smoking singe marks on the carpet as she walked closer, slowly licking her lips.

“As you can see, it’s no costume, mother!” Diamond Tiara extinguished her flames as Sweetie Belle somehow turned her hoof into a nozzle, pointed it at the floor and sprayed the smoldering rug with a cool gas that extinguished the flames instantly. “At this point, it’s your fate!”

“Wow. Who knew that being screwed by a half-phoenix pegasus would turn a pony into a Kirin?” asked an adult pony possessing oversized wings and an avian tail whose voice was barely recognizable to Spoiled Rich as Scootaloo; she and her friends looking like they were thoroughly enjoying the scene.

“It was one of the possibilities I considered,” A grown and strangely altered Sweetie Belle answered in a disconcertingly synthetic tone, text somehow scrolling across her eyes as she retracted her nozzle and replaced it back with her hoof. “According to longstanding Chineighse legends, Kirin were a result of ponies being alchemically infused with phoenix fire. This would seem to confirm it, though according to my analysis, it was not the most likely outcome as the legends were poorly sourced. Thus, I calculated only a 13.46% chance of it.”

“Oh yeah? And what was the most likely?” another mare with the glowing green eyes and limbs of a Timberwolf who was only identifiable to Spoiled Rich as Apple Bloom by the pink bow still on her mane asked idly.

“Growing phoenix wings herself was rated at a 63.05% probability,” she responded instantly, then smirked. “And regardless of her new form, the odds that she would then turn on and seek to dominate her mother was 99.984%.”

“Yeah, well, reckon Ah don’t need no fancy mathematics to have guessed that!” Apple Bloom smirked as well as she watched the unfolding scene.

“Better question is, how’s she gonna tuck her? Ah mean, where’s she gonna put that new toy of hers first?” the transformed Scootaloo asked out loud.

“Dominate? Tuck her? Wait! What are you doing?” Spoiled Rich backed into a corner as her daughter advanced, stunned to feel herself suddenly and sorely turned on as she got a whiff of the myriad aromas in the air.

“What am I doing, dear Mother?” Diamond Tiara repeated derisively, her erect organ swinging languidly beneath her belly as she approached. “Me and my ‘dreadfully common’ friends are doing you! In whatever way we want!”

“Oh, my…” Mrs. Cake said, experimentally hovering on her new wings and puffing out some blue fire that perfectly matched her coat’s own color into the air, being careful not to contact the wood of the store with it.

“Incredible…” a still-shaky Mister cake agreed, duplicating his wife’s efforts to similar results. He felt but one final pang of confusion and guilt before he mentally surrendered himself to his new dragon lord fully, realizing he now wanted nothing more than to serve him and his delicious drakehoods whenever he could, feeling strangely empty and incomplete without them filling his muzzle or tail. “This is…” he couldn’t find the words to describe his newfound wonder.

“This is my gift to you both,” Spike finished for him with a warm and easy-going smile. He was now nearly double their height, his upright posture giving way to a more hunched-over one, his hindquarters settling into a more animalistic stance. “For all your kindness. For all the free food and everything else you did for me!” He told them, then looked around them and frowned as he beheld the remains of their molt; a layer of dust on the floor and table around them.

“And… ah, sorry about the mess, Mrs. Cake—I-I mean, Cup Cake,” he swore he’d get it right before the night was out. “Don’t worry, I’ll clean it up for you.” Out of pure habit, he immediately went to get the broom.

Cup Cake stopped him with a hoof on his arm. “Quite all right, dear. There’s no need to trouble yourself. But how did you know this would happen?” She stared at her wings in amazement while looking into a mirror, admiring them from multiple angles. It was only when she looked further down her body she realized her tail had turned reptilian as well, providing better balance for her draconic wings.

Spike blinked. “I didn’t…” he admitted in some surprise, amazed at how deep his voice had gotten. “It just… felt right…” he further realized, rubbing a large paw behind his head, only belatedly noticing how long and sharp his talons had gotten, to say nothing of how big he’d grown.

“Spike! Change us too!” Noteworthy all but begged him in desperate tones, turning around to flag his tail and wave his plot at him; an action promptly copied by the other mares. “We wanna be dragons like them!”

Spike grinned toothfully at that, his air turning predatory again. “Well, only because you asked so nicely, Notey…” he said agreeably, this time laying back on the carpet to let the stallion ride him of his own accord. Noteworthy instantly climbed on top of him and lowered himself onto his waiting organs with a grunt, taking both at once to Spike’s great surprise.

“So tight…” Spike groaned as he pulled the other male closer with a paw on the back of his head and the other on his rump, squeezing the latter as he began making out with him, thrusting his hips up to force his twin drakehoods deeper.

“I want it all, Spike!” Noteworthy proclaimed. “The wings! The tail! Tuck me! Take me! Make me yours like THEM!” he continued to beg as he sat back to ensure he could get as much of his new master’s lengths inside of him as possible, and Spike did his best to oblige him, switching his oral efforts to his new harem mate’s twin organs, wrapping his tongue around one, then the other, squeezing and milking them.

“How’s this, Notey?” Spike asked from his back just a minute later, delighting in the delirious joy he saw on the other male’s face and the knowledge that he was responsible for it—that he could give this kind of pleasure to any pony he wished!

“It’s… so…” He didn’t finish before he stiffened and his twin organs erupted, his back arching and slitted eyes rolling back in his head as he gave a very draconic hiss. Grey stone suddenly sprouted all over his back and tail, and when they crumbled away mere seconds later, showering Spike with dust, they revealed beneath him the wings and tail he had so wanted; the former quickly flaring to their full extension!

“This is great!” Noteworthy shouted as he realized his heart’s desire, doing a loop in the air to shake off the remaining dust. “I love them! And I love you, Spike! Now and forever!”

“That’s my lover-colt!” an elated Spike said between fresh Prench kissing of the stallion, indulging his love and affection for a minute more. Reluctantly letting him go, he then laid back again and turned his head to face the remaining patrons, all of whom had been watching the scene with rapt attention, exchanging the occasional kiss and caress of their own. “Now it’s your turn, Amethyst! You too, Sea Swirl and Raindrops! Hop on, and I’ll give you each the same treatment!”

The three mares climbed all over each other and the furniture trying to reach him. He took them one by one, wanting to give each member of his new harem his full attention in turn. Within just ten minutes more, all three had been rutted by him. Just like the Cakes and Noteworthy, they sprouted dragon wings and tail upon receiving his seed in the most powerful climax they’d ever experienced as they were claimed, body and soul, by their new Dragon Lord.

“Well. That was enjoyable,” Nightmarity pronounced as she left the bedroom and a moaning, broken Blueblood behind, leaving the Crown Prince of Equestria still bound to the bed.

“My, such a fine tongue and tail you have, my precious prince! They are truly a national treasure! When they are not serving or servicing me, I believe I will offer them up for valued visitors as a token of my generosity and hospitality!” she suggested idly, causing an unaltered Blueblood to groan and worse, involuntarily flag his tail. “And of course, you will always be available to my favorite servants as well…” she added to the agreeable and eager noises from her new entourage and a fresh sob from Blueblood.

“But as much fun as that was, my empire awaits! And it is now time to start building it in earnest.”

“We are at your service, my lady,” the two spa sisters replied in unison as they bowed low from their hover while Flutterbat chittered happily from behind them, licking the insides of her wings to groom them. The two Apple siblings likewise looked on eagerly, listening attentively except for occasionally exchanging a quick lick and nuzzle. “What is your wish?”

“That now and forever, you serve me both loyally and sensually,” Nightmarity answered, to which they all voiced their wholehearted assent. “Excellent. But as for my more immediate needs, the good Prince did remind me of something—an important ally we need to make before proceeding too far! That disgraceful dolt of a trickster, Discord, must be brought under my thrall quickly lest he attempt to foil my plans yet again. And you, my dear Flutterbat, are the key to his capture!” She tilted her friend’s chin up, hearing her churr happily at her mistress’s confidence and affection.

“He trusts you, and I imagine your altered appearance will give him quite the start. He will freeze and be uncertain, and that is when you will have him! Use that moment to hypnotize him! Bend him to my will and then bring him to me unaltered!” she instructed, causing Fluttershy’s initially eager enthusiasm to abruptly drop.

She whined her disappointment, to which Nightmarity smiled sympathetically. “Now, now, my dear. I know how much he means to you and that you would wish to have him for yourself. But do understand that his conversion simply must be performed by me if we are to make him serve us! For it will only be in the throes of his transformation that I can get through his defenses and truly mold his mind! Now hold still…”

Her lengthened horn flared, her magic collecting around Fluttershy’s head. “There. Between the curse and my magic, your stare should now be equal to the task of bewitching him! But even if not, I’m certain you will at least be able to put him to sleep and from there, I can do the rest in the dreamscape. Now go forth, my wonderful Flutterbat! And know that great rewards await you upon your return!” She kissed the other mare deeply as she hung upside down, then opened a portal through her mirror back into Blueblood’s room.

“I will leave this open for you, though it may lead to a different place when you come back. Worry not if that is the case! Return with your quarry, and my victory is assured!” With an excited scree, Fluttershy nodded her understanding, and then passed through the portal, going quickly out of sight.

“Our mistress is both powerful and wise!” Aloe, or Allegro as she had now decided to call herself, praised her, giving another low bow. “And while we await her return, what would you have of us?”

Nightmarity smiled. “As for you, my loyal lovers, I give the rest of you leave to go forth into this night and make me more soldiers! Convert as many ponies as you can by whatever means you wish, and then bring them to me! Charm them or tuck them—or both!—I don’t care as long as you enjoy yourselves and bring me pliable servants. Both Timberwolf or Siren will serve me, and we will see what other exotic forms we encounter along the way.”

“That will be our greatest pleasure, Our Mistress!” the former Lotus answered for them all, Timbermac and Timberjack likewise bowing low, licking their lips and growling lustfully at their task. “But what will you do and where do you wish us to bring your new army?”

“A fair question, my lovely Legato,” their mistress answered, likewise addressing the masseuse-turned-Siren by her new chosen name, turning to look out the open window and towards the stormy skies. She bared herself to the wind-driven rain, her dark form briefly silhouetted by a flash of lightning. She stood into it slightly, feeling the power of the corruptive magic within the very storm itself and reveling in it, closing her eyes and smiling as she drank it all in.

“It is with a touch of regret and even a degree of sentimentality that I realize I must leave this place. As much as I have enjoyed living in my boutique, it is time to make some upgrades! In truth, I had always planned to expand my entrepreneurial empire further, and this would seem like the perfect opportunity to do so!

“But more than that, if I am to rule this realm, I require a residence to match my greatness and grandeur! And to that end, bring my new soldiers and servants to that palace across the way! I’m sure its current occupant will not at all mind parting ownership with it, given the proper persuasion…” She smiled toothfully as she set her eyes on the lightning-lit Friendship Castle in the distance.

As the clock struck two, Discord emerged from Celestia’s bedroom onto her balcony and stretched.

He was clad in a robe and unsmoking a candy cigar, a rare look of contentment on his face as he briefly left the sleeping princess behind to take in the best Nightmare Night he’d ever experienced.

Ah, my dear Celly… a thousand years have passed, and yet your perversity has only grown! He grinned at the memories of some of the things they’d done, wondering for the second time that night why he’d ever left her. True, things were getting boring, but I could have fixed that short of attempting to take over all Equestria and ending up frozen in stone for it!

His good humor was short-lived as his brow furrowed; his mismatched ears suddenly twitching. He sniffed the air and frowned. “Chaos…” he recognized from the odd energies in the air, a spoor with a distant source that only he could detect. “And not caused by me? Well, this simply will not do! I can’t have another chaos lord about! I have a reputation to uphold, and my good name will not be sullied!” he told himself, idly wondering if his long lost sister Eris or father Loki had suddenly reappeared.

“Your good name?” A voice that was oddly familiar but also somehow not replied disdainfully. “Funny, I can’t remember when you ever had one.”

Surprised—he’d detected no ponies present—he whirled to see… Pinkie Pie, lounging on the edge of the balcony, laying back on one of Celestia’s reading chairs with her hind hooves up on the rail, playing with a knife and looking bored.

“Pinkie Pie,” he acknowledged, not sure what to make of her change of appearance and manner. She had flat hair and a cold gleam in her eyes, and she also appeared completely unimpressed by him. “I admit I’m rather surprised to see you. I didn’t think even you could defeat Tia’s privacy enchantments, never mind my own.”

She smirked at that without looking at him. “Like I already told Queenie, magic means nothing to me or my sisters. Isn’t that right, Maud?” She nodded to the other side of him.

“True. We got in here easily enough,” A second voice said in perfect deadpan.

Spinning again, Discord saw Pinkie’s sister Maud on the other end of the balcony, seemingly admiring the stonework a little too much, rubbing her rear against it as she brought out her pet rock, which was now in the shape of a dildo, and began likewise pleasuring herself with it as she went on. “We left you alone for a bit, though. You and Celly seemed to be having such a good time it was a shame to interrupt. After all, a condemned Chaos God always gets a last request.” Maud further mused. “I personally wouldn’t have bothered, but Boulder insisted.”

“The Pie sisters,” Discord recognized, covering up his disconcertment at their odd appearance and behavior with an easygoing grin—though he certainly enjoyed making ponies act against type, it bothered him greatly when they did so without his influence. “And to what do I owe this dubious pleasure?”

“The pleasure will come later,” Pinkie Pie smiled for the first time, the gleam in her eye sending a rare chill down his back, one he’d last felt when he realized Tirek had tricked him. “But first, we have a job to do. Our Queen requires your presence. And she has tasked me with bringing you to her.”

“Queen?” Discord echoed, picking up for the first time on an unfamiliar and very wild form of magic in the two sisters; one he didn’t recognize except that it seemed to have an element of the Everfree within it. “What queen? And just who, pray tell, do you think could order me around?” He smirked and crossed his arms. “Perhaps you haven’t noticed, but I don’t follow orders that well. Nor do I take kindly to being interrupted. I don’t know what this is about, but at this point, nor do I particularly care. So if you two would be so kind as to depart?” He raised a paw to snap his fingers to send them both away.

“Fine by me. Limestone?” Pinkie prompted, still not looking at him.

Discord didn’t get a chance to look around before somepony impacted his upper back hard, knocking him to the ground and disrupting his focus, preventing him from casting. He rolled over only to find Pinkie’s older sister sitting on his torso and staring him in the face with a slightly crazed gleam in her eyes.

To his great surprise, the dark grey earth pony kissed him roughly but eagerly, all but ripping open his robe to bare his chest before she pressed an odd talisman into its surface. He had just enough time to recognize it as containing a variant of Harmony magic, one that didn’t quite turn him to stone but depowered and nearly paralyzed him almost instantly, to his shock, stopping him from so much as moving a muscle or conjuring a ball of cotton candy as it all but fused to his skin, preventing its removal. “What…?” he barely managed as suddenly even talking was difficult.

“You belong to us now, Chaos God!” a sorely aroused Limestone announced, laying a line of kisses down Discord’s suddenly powerless chest as impossibly, he felt himself being turned on by his treatment, even by something so utterly ordinary. Then he noticed she was also packing a set of oversized stallion equipment, one that caused his own mismatched erections, one dragon and one equine, start to surge to attention in spite of his shock.

“This is your chance, Marble!” Limestone called out. “You always wanted to try ‘giving head’ like sis says? Well now you have your choice of them!” she nodded back at his crotch and increasingly stiff organs, each nearly a foot long.

It was then that the fourth Pie sister, Marble, crept out from behind a curtain and, licking her lips timidly, walked right up to him and, with a little more coaxing, began sampling his seed.

“Vanilla mint ice cream…” she recognized as she went down on his reptilian dragonhood first, suckling it tentatively and then with increasing eagerness. “And white chocolate raspberry?” She lapped at his equine stallionhood next like a rarely-enjoyed frozen treat from the nearest town’s shake shop. “I want it inside me…” she announced shyly as she slowly stroked it while Discord could only watch helplessly, incredulous that they were not only acting like this but that he’d been turned into their plaything!

“Well, what’s stopping you?” Pinkie pointed out, observing the scene with the same odd smile. “By all means, take him. Queenie said we could do whatever we wanted with him as long as we brought him back afterwards. Besides, I can’t wait to see what his seed does to you! So what about you, Maud? Don’t you want him?”

“Nah. I’d rather turn him to stone again first.” Maud shrugged, though she seemed genuinely gratified at her sister’s enjoyment. “Then he’ll always be rock-hard and make the perfect toy. Good centerpiece in my garden, too.”

“Works for me,” Pinkie smirked as Discord could only look on and listen in total disbelief. “How ‘bout you, Limey? He’s got two cocks, so he can be boyfriend for both of you!”

“Cocks? Boyfriend?” Limestone repeated the odd words, then shrugged, their meaning clear enough. “Sure! Why not?” With that, she climbed onto Discord’s lap and began positioning herself over his dragonhood while Marble took his stallionhood. They both sank down on them almost immediately and then happily sighed in pleasure, turning towards each other to make out.

They’d barely begun when a new figure darted out of an adjacent tower, flying towards them in a very uncanny and un-pegasus manner, sniffing at the air and then following her nose. She came upon the scene, squeaked in shock, and then shrieked angrily, batting at the two startled sisters with her wings while Pinkie looked on in surprise and Maud only raised an eyebrow.

“Hey!” Limestone shouted, warding the intruder off with her forehooves and trying to shield her sister. “Back the buck off, bat-pony! He’s ours! So just…” she trailed off and began to drool as Flutterbat’s eyes bored into hers, obeying her order to get up and off Discord immediately, while Marble did so out of fright, cowering in the corner by Pinkamena, who stood up and shielded her sister even as her former friend wrapped her membrane wings around Discord protectively.

“Fluttershy?” Pinkamena recognized before continuing to address her transformed friend. “It’s Pinkie! Now stop! We’re not gonna hurt him! We’re just collecting him for our Queen! And you should come back with us if you want to be with him! Besides, Queenie will want to know you’re safe! And she can use you!”

Fluttershy hesitated, her expression looking torn for a moment as she set eyes on Pinkie. But whatever programming she’d been given overrode her memories, and Pinkie was forced to look away lest her uncannily powerful stare, far more intense than it had been before, overtook her as well.

As she couldn’t stop her without hurting her, and not so far gone in her new form that even she would do that to a friend, Pinkamena let her go, deciding instead to see to her sisters.

Near a very involuntary orgasm, Discord wasn’t immediately aware of what was happening until suddenly he was no longer stimulated and realized he was being picked up and carried away by his arms. His vision clearing, he looked up to see…

“Fluttershy…?” he recognized, still barely able to move with the pendant still stuck to his chest. “Never thought I’d be so glad to—” his words caught in his throat as he beheld her bat-pony appearance and she turned her deep red eyes on him.

Screeing happily, she held him up in the air and kissed him deeply, to say nothing of far more lovingly than Limestone had. The contact caused his lips to tingle with some kind of exotic magic even he had never felt before, but he barely had time to register it before she locked gazes with him. Discord had just enough time to recognize it as a far more powerful and irresistible version of her stare before his conscious will left him and his harmony-frozen body went limp, not noticing or caring as Fluttershy took him back through the portal in Blueblood’s room, which instantly closed behind them.

“Not good,” Pinkie said grimly as they watched them depart, wondering how she was going to explain this.

“Eclipse is gonna be mad,” a thwarted Limestone noted, Fluttershy’s control over her having been broken by her departure, finding herself with a bad headache and more sorry for Marble than herself at not being able to finish the act.

“He’s still powerless,” Maud pointed out, “so he can’t help whoever dispatched Fluttershy. And besides, it’s not like we don’t have a consolation prize...”

As one, they turned towards the bedroom and the slowly stirring form of Celestia.

“Welcome, young Starlight. I’ve been expecting you,” Twilight, or whatever creature she had become, proclaimed with a mock bow, her horn flaring to raise the light level of the room further, revealing a glowering Annie Smith to one side of her and nightmare bat-pony versions of Rainbow Dash and what looked like an entire Ponyville weather team on the other, all sporting oversized equipment they shouldn’t and looking very eager to use them.

“But know that I am Twilight Sparkle no longer! I am your new master and the future regent of all Equestria, Queen Eclipse! And I’m so looking forward to completing your training,” she announced grandly.

“Training?” Starlight stared agape at the altered form of her former friend and mentor, wondering if she’d somehow ended up in an incredibly dark and unlikely version of Spike’s Power Ponies comic books. I swear, if she starts into a monologue…

She had no sooner finished the thought when Eclipse suddenly smirked. “Be assured my plans are very well thought, and not so easily spilled, Starlight Glimmer,” she informed her. “And you will not be privy to them until you are fully on my side.”

“What?” Starlight’s jaw fell open. “How did you—”

“Isn’t it obvious? I’ve been watching you this whole time, my young apprentice,” she announced over pursed hooves as she lounged back on her makeshift throne. “I masked my observation spells, but you might have been able to detect them with but a little more effort.

“In truth, I was disappointed you didn’t, given such subtleties should be well within your abilities to sense. Using them, I not only knew your plans, but I saw their outcomes, starting with you stumbling through the hallway to ending up in my library to your battle with Annie here,” she recounted, causing Trixie to cringe and Starlight’s eyes to go wide. “And when you escaped her, I was even listening to you argue through the journal itself. And I must say, I’m more than a bit disgusted that a barely middling magical talent like Trixie figured it out instead of you!”

“Hah! See, Trixie knew she was—hey!” Trixie called out from where she was cowering behind Starlight. “Do not disparage the Great and Powerful Trixie!”

Eclipse ignored her, though Annie snorted and Shadowdash openly sneered. “But no matter. You’re here now, and you are once again my student! So it is time to begin your training anew.” She stood up off her throne, hopping up on the map to face her.

Starlight’s cheeks flushed hard as she realized instantly the implications of the statement, one delivered with an expression that was all but a leer. “Please, Twilight! Stop this madness! I know you’re still in there, so fight the curse! Together we can undo all this! Don’t you realize what’s happened to you?”

“Of course I do,” Eclipse answered with a lazy grin. “It was easy enough to determine the origin of this magic once I thought about it for a bit. And I hope, for you as well!” She paused long enough to lock gazes with the other mare and smile. “After all, if you haven’t yet figured out your own role in our evolution, I’d be sorely disappointed.”

“Her role?” Trixie went shocked as Starlight’s jaw clenched.

“Indeed,” Eclipse acknowledged, though she still refused to look at Trixie. “And as for ‘undoing’ it, I don’t want to be cured, my unseeing apprentice! For this magic has not imprisoned me! It’s set me free!” she proclaimed in elation, to cheers from her new servants. “Look around you, Starlight Glimmer! Do any of us seem unhappy at our new forms? Our enhanced powers? Our new sensuality? Or our restored youth?” she added with a glance at Annie Smith, who smiled and bowed her head.

“Of course not! Because you’ve all been infected by a sexually transmitted curse! It makes you want to spread it! Don’t you see? It not only transforms you, but it even twists your minds and desires for the purpose!”

“And if that is its cost, then so be it!” Eclipse proclaimed to sounds of fervent agreement from the thestralized Rainbow and her weather patrol. “In truth, that description of our evolution is woefully incomplete! But I do not expect you to understand until you join us fully! So fear not your conversion, my future lover. After all, we are anything but angry at you. Not after all that little spell you cast on Fluttershy did for us!” She leered at Starlight, calling Shadowdash forth to kiss her deeply and passionately.

“Enough!” Starlight shouted a little too shrilly as she watched the wanton display. “If my magic had something to do with all this, then it falls to me to undo it! And I’ll start with you! I beat you before, Twilight! And I can do it again!”

She was not reassured as Twilight, or Eclipse, as she now called herself, turned back to her and laughed along with Shadowdash, who hovered on her bat-wings off her Queen’s right shoulder. “Oh, my dear deluded apprentice… you actually believe that, don’t you?” Eclipse continued to snicker. “Perhaps our previous encounters may have given you the wrong impression, so allow me to enlighten you of certain facts:

“One: When I was an eight-year old filly, I suffered a severe magical surge.”

Starlight blinked at the short statement, then gave a smirk of her own. “That’s your claim to being more powerful? Oh, come off it, Twilight! You think I’ve never had magic surges?”

“One so strong it nearly consumed me and everypony around me; taking Princess Celestia herself to contain it and prevent it from destroying me utterly?” Twilight clarified with a smirk, causing Starlight’s expression to instantly drop.

“Two: I’m the Element of Magic, which despite what some may think, isn’t just a ceremonial title. Using it, not just the Magic of Friendship, but the very forces of nature can be bent to my will!”

“Oh, please! I’ve never seen you do anything like that!” Starlight challenged.

“Which just goes to show that you haven’t known me very long,” Eclipse answered easily. “And that brings me to point three: Even before I became an Alicorn, I defeated an Ursa Minor. I was able to lull it to sleep with windchime enchantments, and then was able to levitate it away back to its cave deep into the woods, keeping it docile by letting it suckle on the milk of all the dairy cows of Ponyville that I simultaneously collected.

“I bent the Everfree itself to my magical will to do so, saving all of Ponyville in the process! You can ask your sorry excuse for a marefriend there if I’m lying.” Her expression was one of contempt as her gaze turned on Trixie for a moment.

A trembling Trixie gave a very pained nod at that, causing Starlight to blink. Twilight combined TWO ultra-powerful enchantments plus a levitation spell at once? AND maintained them all long enough to return an Ursa to its lair? But they’re magically resistant, like the entire Everfree ITSELF! What she’s claiming shouldn’t even be POSSIBLE! “I’m sure I could too, if given the chance!” she insisted anyway.

“Sure you could. And four: I can reverse gravity.” Eclipse demonstrated by casting the spell on Trixie, causing her to fall upwards with a shriek, her legs shaking as she suddenly found herself standing upside down on the domed ceiling. “That’s a very high-power spell, but I can do it with ease. Can you?”

Starlight smirked at that. “As a matter of fact, I can!” she reversed the spell, causing Trixie to fall to the floor again with a second scream. Starlight caught her, but Trixie still curled up on the table in a fetal position, sobbing.

“Good. That means you’re not completely useless.” Eclipse nodded in something akin to approval. “Five: I became an Alicorn, increasing my power even further, while you remain nothing more than the unicorn you always were. Even if I wasn’t much more powerful than you to begin with, note my longer horn and the greater number of grooves my ascension gave me,” she motioned to her forehead with a hoof. “You’ve read the same research I have. You know what that means for magical multitasking and power output.”

“But…” For the first time, Starlight’s expression faltered as she sensed the truth of the words.

Eclipse’s grin grew along with Starlight’s uncertainty. “Six: I have wielded the power of all four pony princesses at once. In fact, I contributed a quarter of the power that fought even the mighty Tirek to a standstill—after he had already absorbed the magic of nearly every other pony in the realm! I even prevented him from absorbing my power, which is something not even Discord could do! In fact, he couldn’t beat me until he resorted to hostage taking.” Her eyes narrowed at the memory. “Be assured that would not work on me now.”

“That was… you?” Starlight’s village had escaped Tirek’s notice as remote as it was, and with as few residents as it had, but she’d certainly sensed the titanic battle from far away, sorely glad she wasn’t present for it and certain it had devastated whatever was in the immediate area.

“Indeed it was. I kept it quiet because I didn’t want ponies fearing me or worshiping me as a goddess. In truth, the old me was quite squeamish about such things and didn’t like drawing attention to herself. She was a complete and utter foal for it.

“And finally: I’m a fire elemental.” She demonstrated by letting her eyes glow red and then turning her entire body to white hot flames, causing Starlight to recoil and hurriedly cast an anti-fire enchantment over her and Trixie while Annie Smith grimaced at the heat.

“I don’t use this power very often because I know its destructive potential. But be assured the very fires of Tartarus are mine to command as I see fit!” Eclipse smiled as she saw the doubt and fear on her former student’s face, letting her fire form sink in before extinguishing her flames.

“So, Starlight Glimmer… now that you know these facts and the full extent of my abilities and accomplishments, what conclusions can you draw about where you actually stand versus me?”

“But… but…” Starlight had a sinking feeling as she reached the only conclusion possible, even as she still sought to deny it. “But I beat you once! I captured you easily the first time we met! And I fought you to a standstill during that whole time travel debacle!”

“Did you?” Eclipse asked lazily. “Allow me to correct you, my soon-to-be-succubus: you captured and fought Twilight Sparkle to a standstill… only because she was afraid of her full power and what it might do to you. Be assured that I have no such inhibitions!”

“What? Full power?”

“You heard me,” Eclipse informed her. “For you see, Twilight Sparkle was weak in so many ways. She was afraid of her own power after her battle with Tirek, so she deliberately restricted it, forming internal barriers and subconscious wards against its use. And in time, that spilled over to her dealings with you.” She paused long enough to take a drink from her goblet.

“Dealings…?” Starlight echoed. “But we weren’t negotiating!”

“Perhaps not in your mind. But in hers, that’s all your encounters ever were,” Eclipse said as she set her drink aside. “When she first met you, she saw your vast potential as both a mage and an agent of friendship, and didn’t want to deprive Equestria of it no matter how misguided and potentially dangerous you were. Shein fact wanted you as a student from the moment she laid eyes on you, and everything she did from that point forward was designed to bring that outcome about.

“To that end, she feared what might happen should you learn how truly feeble your level of power was next to her—an Alicorn Princess who was also the Element of Magic.” Eclipse closed her eyes and smiled. “In short, shewas afraid of breaking your spirit if she just up and beat you. So between that and her own useless fear of her potential power after Tirek, she held back against you and many others. Time and time again.” She bared her teeth in a grin as she saw Starlight’s expression falter.

“But… you... that makes no sense!” Starlight claimed, trying to use the contradiction she had just spotted to quash her quickly growing doubts as Eclipse’s words again rang true. “Then why didn’t you just use that power to beat me when I was trying to rewrite history?”

To her increasing trepidation, Eclipse only shrugged. “Perhaps the former me was afraid her full power might not only injure you, but irrevocably damage the very fabric of reality should she unleash it during that battle. And in fairness to her, that was not an unreasonable fear at the time. But be assured that even she had her limits, and you came very close to exceeding them. If you had… the results would not have been pretty. Ultimately, she would do whatever was necessary to save her friends and world. As will I.”

Starlight shook her head sharply, trying to clear it of the increasingly crippling doubt and fear she felt. “No! You’re just trying to confuse me! And you keep talking about yourself in the third person, but that pony was you, ‘Eclipse!’ She still is you! This curse has twisted you into something you’re not! And even if it somehow boosted your power, you haven’t seen the full extent of my abilities either! I can beat you! And I will!” she insisted a little too shrilly.

But Eclipse only laughed. “I didn’t need to see them, my dear disciple. I know perfectly well what you’re capable of. I took your measure long ago and found it wanting!” she announced. “And as for this so-called curse, be assured it did not boost my magic; merely my predatory instincts. Stripped me of all my useless inhibitions. Shattered my internal barriers and gave me full access to my magic once more!” she exulted in her own abilities, various enchantments and incantations suddenly swirling around her in a display Starlight instantly realized she couldn’t match.

“And with them, I’m going to rule not just this realm but the human one as well! But to do so, I need a disciple. A lieutenant who can not only be my lover, but deal in more advanced magic herself and carry out my will in my absence. And once defeated and properly conditioned by me, you will fit the bill quite nicely, Starlight Glimmer! You were my student once. And now you will be again!”

“You’re insane!” Starlight accused despite the trickle of sweat that went down her back. “And you’re lying! If the past is any guide, you can’t beat me without help!”

She was not reassured when Eclipse gave a very smug and unconcerned shrug. “Perhaps I am, my young apprentice. Or perhaps I’m just ‘full of it’, as my future human consorts like to say. Perhaps I’m bluffing. Or perhaps I’m just overconfident. Truly, there’s only one way to find out.”

With that, she got up and stood before her former pupil but five paces away. “So to settle the question, let us duel like the unicorns of old! You may use any spell you wish. You may even use that little toy of yours if you like.” She nodded to the longbow still strapped to Starlight’s back. “For all the good it will do you. Defeat me, and both you and your marefriend may leave unharmed and unaltered, Starlight Glimmer!” Eclipse promised, to the sounds of protest and dismay from her assembled bat-ponies.

“But lose, and you are mine forever, to mold as I see fit!”

“If that’s the way it has to be.” Starlight closed her eyes and opened them again. “Very well, Twilight. I accept your challenge. I will not falter. And for the sake of a good friend, I will not fail—which was something you taught me! If knocking some sense into you means beating you in single combat, then so be it!”

“As you wish. Then let us begin!” Eclipse invited. “And to prove I am both gracious and generous, I will instruct my servants to not interfere, and I even offer you the first attack!”

19: Escape from Equestria

Author's Note

This was originally the second half of the previous chapter, but I decided it needed to be broken off and moved to its own chapter as the original chapter length was just too long for this type of fic. This split-off chapter is once again more action than sex, centered around the long-awaited duel between Eclipse and Starlight, but still receives trigger warnings for CMC x Diamond Tiara, DT incest, and Spike x his new harem.

19: Escape from Equestria

“Wow! Not bad!” An amazed and newly adult Diamond Tiara said as she continued to pound her mother’s tail with her new malehood while simultaneously exchanging kisses with her friend, amazed at the slight metallic taste as well as the combined magical and electrical energy she sensed in her. “I’m really liking your transformation, Sweetie—er, I mean, Cyber Belle! So what other ‘apps’ ya got?”

“Well, let’s see…” Cyber Belle’s horn glowed as a list with small backwards text scrolled down her eyes again, never breaking the motion of her hips in grinding her marehood against the older mare’s face, forcing her tongue deeper while taking pains to slap her nose with her apples. “Oh! Thanks to these ‘nanites’, I can change my form any way I want! So for example…” she made her tongue morph into a facsimile of an erect stallionhood even as the two were lip-locked, causing it to grow right into her friend’s muzzle.

Though initially surprised, Diamond Tiara suckled it without hesitation, her throat muscles milking it eagerly. “MmmmMMmmmm…” they both moaned in pleasure as beside them, Fireflight and Timberbloom continued to work on another servant, likewise spitroasting him, the former’s power quickly converting him to another Kirin to the point that he flashed into flame when he climaxed with a loud cry.

His fiery transformation was no issue at all to Fireflight, whose mane, wings and tail likewise ignited again but could no longer be harmed by flame. Timberbloom was another question, but she found that she’d likewise absorbed some of her friend’s fire resistance when they mated earlier, neutralizing the sole Timberwolf weakness she knew of.

“You can make your tongue into a stallionhood? Aw, Ah wanna try that too!” Timberbloom pouted, but salved her disappointment by using her canine tongue to eat out another servant’s marehood as Fireflight rode her new stallionhood from above.

“You’ll get your chance!” Cyber Belle promised, her voice sounding through a separate speaker as her mouth was quite full. “Hay, a few of my nanites, and you’ll be able to do it too!”

“Cool! So what do we do after this?” Diamond Tiara asked around her own mouthful as she climaxed into her mother’s rear yet again.

“Well, reckon we’re gonna go find Ms. Cherilee! Wanna come?” Timberbloom offered.

“Ms. Cheerilee? Do I ever!” Diamond Tiara agreed as she withdrew from a moaning, shivering Spoiled Rich’s newly-tasseled tail, letting one of the more robotic servants take her place. “But only after we do Silver Spoon first! Then we can all gang up on her together! Is that okay, Daddy?” she called over to her father.

“Of course! Just be sure and be home by eight, honey!” Filthy Rich told her between grunts from across the room, having likewise been turned into a Kirin and now the center of attention from his various servants. “Remember that we’re supposed to travel to Trottingham tomorrow to set up a new branch business!”

“Aw, Dad!” She pouted. “But okay… as long as I can ride you again!”

“Of course, honey!” he promised amicably from the middle of five of his servants, servicing them all with his mouth, tail, and hooves. “And if you ace your oral exam with Ms. Cheerilee, you can even be on top again!” he promised as he held and licked a circuited stallionhood from one of the servants that Cyber Belle had previously converted.

“Yay!” She leaped for joy like a foal despite her adult form. “So let’s go, then, gang! Last one to Silver Spoon’s house is a rotten egg!

“Oho! A race, then?” Fireflight challenged, flaring her new wings.

“That won’t be much of a contest with my teleport program,” Cyber Belle smirked.

“Well, you ain’t the only one who can do it now!” Diamond Tiara demonstrated by flaring her horn to disappear and then reappear across the room in a burst of purple flame. “Wow. I really like this new form…”

“We all do! So let’s go, gang! Cutie Mark Crusaders, Silver Spoon Seducers, YAY!” This time, Diamond Tiara led them in the chant, and then they all disappeared in flashes of light and streaks of fire.

The opening spell exchange between Twilight and Starlight ended with the latter knocked flat on her back.

Her incantation was instantly recognized and countered, causing it to backfire down her own horn and leaving her twitching on the ground, struggling to shake off the effects of her own spell.

“Starlight!” Trixie shouted in alarm. Eclipse, however, did not pay her any mind or press her advantage.

“Oh come now, Starlight Glimmer. A paralysis spell? Surely you can do better than that!” she goaded.

“I can… and I will!” Starlight managed as she dispelled the effects of her own magic, feeling movement return to her limbs. “I see you’re not holding back, Twilight. Then neither will I!”

“Good. I despise restraint. Then I eagerly await your next attack!” Eclipse invited. “And may it be a bit harder to deal with than the first!”

Starlight felt her anger rising at the sense she wasn’t being taken seriously. “Then try this!” Her horn glowed intensely but quickly gave way to an electrical crackle as she formed a stun spell; one she’d previously used to stop a desert manticore that threatened her town. Within one second, she had both created and cast it, a sizzling spark that reached right for Twilight; one strong enough to take down a full-grown Minotaur with ease.

But this time, an unimpressed Twilight simply caught it in her aura, collecting it in a crackling ball similar to the ‘plasma globe’ she’d seen inside Pinkie’s bedroom the one time she’d visited it on Earth.

“A standard stun spell? Please. That comes from Advanced Incantations, Enchantments, and Alchemy for the Above-Average Apprentice, page 443. You’re starting to bore me, my future apprentice,” Eclipse warned, her eyes narrowing as she made a show of bouncing the virtual ball twice like a foal’s toy before dispersing it. “I’ve memorized every publicly available spellbook in existence and can perform each and every incantation within them. So be assured that anything standard is not going to work on me!”

“I couldn’t agree more,” Starlight said with her own smirk, then cast a second spell that the first one had paved the way for, leaving her horn ionized enough to generate and cast a far more powerful and unblockable electrical spell that was a relic of the ancient past. Gritting her teeth, she dug her back legs into the ground and attempted to brace herself for the recoil.

She’d gotten hold of an ancient scroll on Elemental magic years earlier, and using it, she fired not a stun spell but a full strength lightning bolt. It struck home with a deafening BOOM!, knocking her backwards and causing Twilight to disappear in a cloud of blue smoke with an odor of acrid ozone.

Such a spell was not a product of a peaceful society but a weapon of war, last used during the Celestial War a thousand years earlier and outlawed by Princess Celestia in its wake. Even back then, it was only usable by the most powerful of mages on both sides, but was deemed too dangerous for civilian use. “Sorry, Twilight,” Starlight apologized as she shook off the aftereffects; some ear-ringing and lingering numbness in her horn as she heard Trixie’s cheer and saw some alarm on the faces of Shadowdash and the other thestrals. “But you left me no choice.”

Her heart clenched when she received an unexpected answer in the form of a chuckle. “Much better,” Eclipse’s voice acknowledged, shortly followed by her stepping out of the smoke, showing nothing more than a mild singe of her clothes where the bolt had hit. “You know, I actually felt that. I have no idea where you learned such ancient magic, but no matter. A pity I know how to convert electrical energy to magical!” she noted with a mock-mournful air. “In other words, thanks for the recharge!” With that, Twilight created the same spell, except the electrical energy around her was far more intense, making her look like she was at the center of a plasma ball herself.

Starlight hurriedly cast a shield spell as she felt her fur and the very hairs of her mane tingle as they stood on end, but Eclipse only smirked again, striking her bubble with not a single overwhelming bolt but taunting her with a series of weaker ones like the ‘scattershot’ bolts of old; the kind used for close defense by pegasus storm teams during times of war to fend off charges from enemy infantry.

Her shield held—barely—while Starlight reached out with her aura to grab the bow and arrows on her back. Notching one of the latter, she teleported her olden weapon out of her bubble and fired it into the ceiling, remembering that Twilight’s new form in fact had a weakness; one that was shared by all bat-ponies.

Charged with a flare spell, the arrowhead detonated upon contact with the ceiling and filled the room with blinding light as Starlight squeezed her eyes shut and teleported out of danger, gratified to hear cries of pain from Shadowdash and the other bat-ponies.

And yet, by the time the flash faded, Eclipse stood unharmed, her red-tinged eyes turned a deep purple by yet another spell Starlight could only dimly remember even hearing about—one developed during the Pony/Gryphon war to allow bat-ponies to fly and fight in daylight. It was an enchantment applied to their very lenses to cut down excess light to manageable levels, leaving them even able to handle the sharp flashes that normally left them dizzy and disoriented.

“Sorry, but I’ve already addressed all my potential weaknesses in this form, my future apprentice. Perhaps you read about the Iris Aid Enchantment?” Eclipse mocked, turning aside a snare spell attached to one of Starlight’s other arrows. It burst around her but its threads, which were supposed to draw taut instead quickly fell slack, falling and fading at her hooves with but another flare of her horn.

Having neutralized it, she paid the failed trap no further mind as she continued, leaving Trixie somewhat ruefully reflecting that even in her corrupted form, Twilight Sparkle still loved to lecture. “If not, it was first created for Fell Flight, a half-thestral pegasus who was one of the greatest warriors of the Gryphon war. It was initially meant for only an implanted outer lens, but later refined to be castable directly on the eyes themselves,” she recited like she was teaching a class.

“It’s a magnificent piece of magic, and I know it—it was one of the first things I studied after gaining this form! Thanks to it, you can’t blind me, and don’t bother using a smoke spell plus the dragon-eye enchantment the gryphons developed to counter bat-ponies either. I can mask my body heat, and my magical awareness far exceeds yours. So, is there anything else you wish to try?”

For the first time in her life, Starlight fell speechless, at a complete loss as she finally understood the true range of her former mentor’s powers, her hopes sinking with each failed spell and each word Eclipse spoke. Wait—she mentioned the dragon-eye spell? How did she know I was thinking of using that? she asked before the answer occurred to her, her eyes widening as she finally detected a subtle magic existing at the edges of her mind, silently watching and listening.

She’s using a SCRYING spell! Starlight belatedly realized, instantly slamming into place magical and mental shields around her mind. “There! The only reason you’ve been able to counter me so quickly is that you’ve been reading my thoughts, Twilight! And now that you can’t, I can beat you!”

“Took you long enough.” Eclipse smirked again. “Not that it matters. There’s in fact nothing you can cast that can beat me. But I suppose there’s no way to convince you of that except let you try,” she said with a sigh, and proceeded over the next minute to prove it, turning aside every incantation and effort an increasingly stunned Starlight tried, from simple levitation spells to complex curses.

Through them all, Eclipse steadily advanced on her, driving her back down the hallway, backing her against the lowered gate. “Do you finally understand, my future apprentice?” she asked as she got closer.

“For every curse, I know its cure. For every enchantment, its weakness. For every spell, its counter. And for every race of this world, their shortcomings,” she recited, turning yet another of Starlight’s spells against her by causing her Poison Joke curse to rebound on Trixie again, leaving her invisible and mute until Starlight dispersed it. “But my abilities go far past that. For you see, any unfamiliar magic that is used on me or in front of me, I can read and learn instantly, adding it to my own arsenal! For example…”

Eclipse’s eyes abruptly glowed with green and violet bubbles, and suddenly, the floor itself erupted under Starlight’s hooves with black crystals which ensnared her; their blackening effect crept up her legs, threatening to consume her. It wasn’t the same corruption as the curse, but something much darker, cold and clawing at her very soul, threatening to drain away her very will to fight before she shattered it with a panicked bolt and teleported out of range.

That was DARK magic! Starlight realized with some horror as Eclipse simply continued her advance by marching right through the cloying crystals, ignoring their immediate effects and then dispersing them with but a thought. But where did she…?

“If you’re curious, I learned that from King Sombra himself, just by observing him cast it. And let’s not forget…” Her eyes glowed red and she turned back into a creature of flame whose heat alone sent Starlight reeling. “I’m a fire elemental. If I wanted to, I could simply overwhelm you with that ability alone. In fact, I could turn this entire chamber to lava with the simple force of my flames, producing an inferno that would do even the mighty Dragon Lord Diabla herself proud!

“But on that score, I will hold back, as I have no wish to hurt you or anypony else. Quite the opposite, in fact,” she extinguished her flames as she licked her lips again.

“Ya know, much as Ah’m enjoying seeing ya wipe the floor with Glimmer’s smug mug, it’s starting to look like yer just toyin’ with her, Queenie! So how ‘bout ya finish her off so the rest of us can have her?” Annie Smith called out from behind her.

“In a minute, Annie Smith. There is a lesson that must be driven home, first,” Eclipse answered evenly before turning back to Starlight. “Now where were we…? Ah yes! Subjugation and humiliation!” She cast what Starlight recognized as an anti-teleport suppression field and followed that up by crumbling the very floor beneath her hooves and that of Trixie’s, giving them both no chance to run or wink away.

Starlight instantly and instinctively self-levitated over the new opening to Twilight’s basement lab, encasing herself and Trixie in a protective bubble that allowed them to float. It was one of the abilities she was proudest of, as she could sustain it for much longer than the average unicorn and she’d gotten so efficient at it that it barely put any drain on her power.

The spells her opponent could cast, however, were another question. “So predictable. And so easily overcome,” Eclipse said with a sigh, and then simply struck her former student’s shield from above with a levitation spell turned into a concussive fist, knocking it—and her—right through the opening.

To Starlight’s shock, her bubble was smashed and she was knocked hard to the floor of the lab; her defensive spell shattered, leaving a faint wisp of smoke coming off her overtaxed horn.

“So, still think I was bluffing?” Eclipse mocked as Starlight tried and failed to rise, and Trixie was little better, groaning beside her, having felt the backflash of the magic that made up the smashed shield through her own horn. “In case it’s not abundantly obvious by now, you can’t win, my future apprentice. I’ll accept your surrender at any time.”

Numb… can barely move… never been hit so hard… Starlight silently catalogued to herself. I think she’s right… I can’t win…

“Starlight! Get up!” Trixie begged, wondering if she could summon another ether potion to restore her friend, only to take one look at Eclipse and think better of it as she came through the hole in the ceiling and glided down to stand before them. “If you fall, we’re both doomed! And so is all of Ponyville!”

“It already is, Miss Minor and Mediocre,” Eclipse couldn’t resist a slap at Trixie, whose lip quivered. “Though I’d hardly call it doomed. Improved, perhaps. Evolved, better yet. This is going to happen whether you want it or not, Starlight. And by the time I’m through with you, you will want it just as much as me! But perhaps I misspeak. After all, your escape route is right behind me!” she said with a snicker. She then stepped aside in seeming offering to reveal the portal to the human world, tantalizingly close yet agonizingly out of range for her presence.

“You’re letting us go?” Starlight asked in disbelief as her vision slowly cleared and she willed the pain and numbness away.

“Only if you solve the puzzle I present,” Eclipse answered, never losing her smile. “For you see, I want to fight fair, my future apprentice. Each one of my traps had an escape route, and this one is no different! Get past me, and you can get through it, at which point you might find sanctuary with Sunset Shimmer and her friends for a few hours. But trust me, they can’t stop me either. Once the human element bearers are converted, that world will fall under my rule as well!”

“No…” Starlight groaned, her eyes falling on the portal, gauging their chances of reaching it and finding them sorely wanting. “You won’t. And I’m not done yet!” She pulled herself to her hooves, struggling to still her shaking limbs. If I can’t beat her, I’ve got to deny her the portal… but how? Her eyes flickered to a mirror on the adjacent wall, a hint of an idea forming. But there’s no way Twilight would let me do that! Unless—

“Fighting to the bitter end? Good. Your resistance only makes my stallionhood harder!” she stretched out to show her newly erect organ.

Fighting off another flare of arousal and a sudden fantasy of having it inside her, Starlight’s horn flared as she established a telepathic link. Trixie—when I tell you, aim a teleport spell at that mirror over there! She motioned towards it with her eyes.

What? Why? Trixie asked back with her thoughts in confusion. She’s got a suppression field up! And even if she didn’t, it’d just bounce right back at us!

I don’t have time to explain! Just wait for my signal and then DO it!

Eclipse sneered as she sensed the spell. “Telepathy, my student? How quaint. But even if your mind is protected, I sincerely doubt hers is!” She ignited her horn and cast a fresh scrying spell on Trixie, whose muzzle fell open as she felt the intrusion; sensed her very thoughts being sifted through.

Eclipse’s lip curled when she found what she was looking for. “A teleport spell bounced off an enchanted mirror? You truly are desperate!” She smashed the mirror with her aura right then and there, sending shards raining to the floor. “Very well, this is getting boring. Perhaps Annie is right and it’s time I put you both out of your misery!”

“You should have finished me when you had the chance, Twilight…” Starlight told her, gathering her remaining magic for one final, all-out effort. “Because you’re not the only one who can learn spells by observing them!”

She then cast her crystal imprisonment spell, which she knew Eclipse could easily defeat. But this time she reinforced it with the same dark magic that her former friend had demonstrated just minutes earlier, her eyes and aura glowing with black and green bubbles.

Casting it for the first time, it was all the young mage could do to hold onto her sanity and soul as she felt the evil energies try to overtake her again, but was gratified by the shock on Eclipse’s face as she found herself trapped by the hybrid and almost unbreakable incantation. The dark magic not only contained her, but dispersed her wards and enchantments as their connection to their caster was cut, removing her teleport suppression field.

Still, as Eclipse’s eyes began to glow red and the dark crystal surface began to crack as it was battered by her power from within, Starlight realized they had little time before her magic was spent sustaining it and her corrupted mentor broke free. “Trixie! Use your teleport spell!”she ordered her friend shortly.

“My teleport spell? On what? The mirror?” The showmare looked in confusion at its broken frame.

“No! Hit the portal! We can’t let her have it! Teleport it! Send it away!” she instructed in clipped tones through squeezed-shut eyes and gritted teeth as she struggled to maintain the crystal seal.

“Send it away? Where?” A quavering Trixie asked as she felt the containment field crumbling and sensed they had but seconds left.

“ANYWHERE!” Starlight shouted frantically, trying to hold off an infuriated Eclipse for a few seconds more, praying her horn wouldn’t break from the monumental effort.

Finally understanding, Trixie sprinted past Eclipse and cast her spell, causing the portal to disappear from its perch with a sharp flash. As soon as she did, the ground began to shake as Eclipse realized what had happened and rage gave her additional power, the pace of the crystal cracking increasing.

“Where did you send it?” Starlight asked quickly, feeling that her horn was very close to cracking itself from the overload Eclipse’s power was putting on it.

“To… to the place that I accidentally sent the map that one time!” Trixie answered carefully, afraid to say it out loud lest Shadowdash and Annie Smith overhear; they were watching but obeying their regent’s instructions to not interfere. “I’m sorry; it was all I could think of…”

“To… there? I can’t get you that far now…” Starlight answered with a pained hiss as Eclipse’s power forced her to her knees. “All I can do is get you outside the castle!”

“But—”

Trixie, LISTEN to me! Sparing as much power as she dared, she telepathically fed the other mare a plan she’d come up with only minutes earlier, before their capture. Do you understand?

Yes, but… Trixie does NOT think she can do that on her own!

You HAVE to! Starlight all but shouted with her thoughts as beams of light began shining out of the crystal fractures, indicating its destruction was imminent. “I’ll get you outside, but this will take all my remaining power!” With that, she remotely triggered all the anti-aura bolts in her quiver at once.

They exploded, shredding the meticulously recreated artifact of the Gryphon war and disrupting all magic in the room, including any spells Eclipse could cast as well just as she finally broke free of her prison, shattering the giant gemstone into a hail of fine fragments that forced Starlight and Trixie to flinch back. It gave Starlight just enough of an opening to drop her shield spell and teleport her friend away before Eclipse restored her enchantments and seized Starlight in her magical grasp, but the deed was already done.

“No!” Eclipse shouted in fury as she pressed her attack, crushing Starlight’s remaining defenses. “Clever move! But all for naught! She won’t get far! And as for you, my stubborn but stalwart apprentice, you are beaten! Now accept your fate!”

“Never…” Starlight managed one last hiss of defiance as she felt Twilight’s awesome power overtake her, disassembling her chainmail armor right off her torso, leaving her body and soul exposed. “I won’t give in!”

“Oh yes you will!” Eclipse promised her with a smile that was anything but pleasant, summoning forth her tentacles again. “And then you’ll tell me quite willingly!”

“Sorry, Eclipse. But you won’t learn anything… from… me!” With her final effort and the last ergs of her waning magic reserves, the young mage aimed a memory erasure spell inward and fired it, knocking herself out and blanking her own memory of the past two hours to an angry curse from Eclipse as she recognized the incantation and its intent, unable to block an internally cast spell turned on its own caster.

* * * * *

The room fell silent as the spellcasting ceased, leaving only Eclipse standing, staring down at the unconscious form of Starlight in frustration and anger. “My Queen?” Shadowdash looked on in some concern. “Where is the portal now?”

Eclipse probed Starlight’s unconscious mind using a fresh scrying spell to look through her most recent memories, then shook her head in disgust. “She doesn’t know! But Trixie does!” Her mane smoked again as she seethed.

“Find her, my loyal servants! Catch her! And bring her to me uncorrupted!” Eclipse commanded, and her remaining soldiers scrambled to obey, taking to the skies while Annie Smith simply smirked and sank into the very ground. “She has been a thorn in my side for the final time! Be assured that for what she’s done, her conversion will be to a castle maid!”

In the plaza past the palace, not even a third of the way to her destination, Trixie rematerialized and ran for her life. She was afraid to look back or look up less she see her pursuers or the tainted rainfall affect her, hoping her witch’s cloak and hat as well as the earlier protective spell Starlight had cast on her was enough to keep the bulk of it off her.

As she ran, she considered her actions anew and the likely consequences, terrified of seeing Twilight, or the monster she now was materialize in front of her, praying she’d be occupied enough with Starlight to not come after her.

Starlight… she blinked away her tears, feeling like a coward for abandoning her one true friend to Eclipse’s mercies and wondering again if there was anything else she could have done or said to prevent the final, fatal misstep. Why didn’t she LISTEN to me? she asked herself over and over, having no idea what to do or where to turn despite her friend’s imparted plan.

I have no friends! No protector! No CHANCE! She struggled again not to let her fears get the best of her, trying to keep her focus on her mission, and the one remaining chance they all had.

The portal… just get to the PORTAL! she reminded herself over and over again, reviewing Starlight’s instructions in her mind. If I can just get through it and find that Sunset Shimmer, I’ll—

Her thoughts—and her very heart—were stopped by a sudden whisper of featherless wings she recognized as belonging to a bat-pony; a conclusion confirmed when a familiar and unwelcome figure swooped down to bar her path.

“Going somewhere, Trixie?” Shadowdash asked with a sneer over crossed forelegs, hovering before her, her slitted eyes glowing softly.

Trixie tried desperately not to let her legs shake as she found herself confronted by the newly converted bat-ponies who had once been Rainbow Dash and the bulk of Ponyville’s third-shift weather team. “Anywhere, as long as it’s away from you!” She teleported a hundred yards away, only to see them instantly turn towards her new location and surround her again within seconds.

“Nice try, but you can’t escape us, Miss Minor and Middling! You can’t outrun us and there’s no point in teleporting either. With our heightened magical awareness, we can sense where you go, and even if we couldn’t, we can see the flash of a teleport a mile away! Keep it up and you’ll exhaust yourself! And that would be a terrible shame. Because as soon as our Queen is done with you, she’ll give you to us!”

Despite her terror and her trembling legs, Trixie found some of her old attitude. “Trixie will not surrender to you, Rainbow Trash! Trixie is not your toy!” She proclaimed a little too shrilly to a hiss from Shadowdash, then held her breath as she set off all six of her remaining smoke bombs at once. Their eruption caused the entire plaza to be quickly filled with the blinding vapors, and she hoped, masking her sight and scent from them, allowing her to make her getaway.

But she had barely begun to run before a blast of wing-generated wind dispersed it, the temporary gale nearly ripping her hat off and revealing her yet again.

“Well, that didn’t work. So, anything else from your pathetic bag of parlor tricks you wanna try, Miss Not-So-Great-or-Powerful?” Shadowdash mocked, causing Trixie’s lip to quiver as she was cornered again, reviewing her limited arsenal of spells and finding them sorely wanting. “And if you call me Trash again, I might just decide to disobey my Queen and take your tail here and now!”

Said tail all but puckered at the thought. She was fifty yards away from her destination, but with a half-dozen corrupted ponies between her and it, it may as well have been in the next province.

Wait—they’re bat-ponies now! And that means… an idea occurred to her. But I’ll have to bring them in close! “V-very well. Trixie-surrenders…” she offered them, bowing her head in defeat. “But Trixie’s final request is that she not be transformed by your Queen! She would much rather just be a bat-pony like you! Take her but please be gentle with her!” She made a point of flagging her tail, causing growls of lust to erupt behind her.

That gave them some pause. “Well. Only because you asked so nicely!” Thunderlane said huskily as they closed in, their proximity plus all the magical pheromones they were releasing causing her head to spin and marehood to wink in earnest this time.

She waited until they had closed to within ten feet—as close as she dared, lest their influence get so great she gave into them on the spot—before unleashing her self-named Grand Finale fireworks spell in their collective faces. The rapid succession of sharp bangs and bright strobelight flashes succeeded in dazzling and disorienting the cat-eyed thestrals briefly, who recoiled and cried out in pain, seeing spots in their vision as their larger ears started ringing, allowing Trixie to make her escape undetected.

She teleported and rematerialized a hundred yards away—her maximum range—just inside the massage parlor of the Aloe & Lotus Day spa, and from the shouts of outrage and sworn vengeance outside, she realized in relief and some amazement that her plan had worked! They don’t know where I am! she thought giddily, chancing a glance out of a darkened window.

“That little…” Shadowdash bit off a curse, still rubbing her watering eyes. “That’s it! She can’t teleport that far, so spread out! She’s in one of these buildings! So find her!”Shadowdash ordered, to which Trixie swallowed, realizing she didn’t dare teleport again or she’d only be lighting a beacon for them. And a teleport couldn’t get her any closer to her destination anyway—like most places of business, the shop also had its own anti-teleport field inside it to prevent ponies from gaining entry to it after hours or leaving it without paying.

Praying she wouldn’t encounter them or any more corrupted ponies, and afraid to so much as use a levitation spell, she turned off her aura and crept inside, grimacing at every noise she made until she turned the corner and saw her destination at the end of the hall past the steam rooms—the big massage parlor where she had initially met and befriended Starlight.

I’m going to make it! she thought giddily, only for Annie Smith to materialize right out of the floorboards in front of her, blocking her path.

“AAAYYYYIIIIEEEEE!” Trixie shrieked as the newly youthful Apple family matriarch appeared in her uncanny Timberwolf manner, causing the showmare to stagger back. She turned to run only to find her way quickly barred by a wall of thorny vines; even the wood of the side doors grew into the walls, sealing them.

“That’s far enough, Lulamoon. Reckon ya done pissed both Clipsie and me off, so don’t try any more tricks!” the other mare warned. “Yer comin’ with me—pun very much intended!” She stretched out to show off her new malehood, which was already fully erect.

Trixie’s eyes went wide. “No! Stay back!” She tried to work up some more bravado, reflexively reaching inside her cloak for a smoke bomb only to remember she was out, and instantly realized that any attempt to item summon more from her wagon would be immediately detected by Shadowdash and the rest of her bat-pony brethren.

Annie smirked at that. “Scared? You should be, Lulamoon. When Ah was young, Ah always got my mare! Or stallion, but that’s a different story!” She closed her eyes and licked her lips, lost in memories for a moment before turning her green-eyed gaze back on the showmare. “Ya know, Queenie said to bring you back uncorrupted. Too bad for her, Ah hate following orders! Ah’m gonna turn you Timberwolf right here, and then you’ll belong to my pack!”

“No!” Trixie recoiled at the idea, her eyes darting, looking desperately for a way out, her gaze finally falling on a pipe running the length of the ceiling that was covered in condensation. “Trixie does not want to be a Timberwolf or Bat-Pony! Trixie likes herself just the way she is!” She ignited her horn and yanked as hard as she could with her aura on the pipe right over the other mare. It broke and blasted her with a gout of scalding steam.

But instead of recoiling, Annie Smith simply stood up into it like she was under a pleasant shower and began to chuckle.

“Steam? That’s all ya got? Water makes plants grow, ya know! But thanks for the power boost!” She visibly absorbed the droplets through her bark and shook the rest off her coat like a dog, her eye glow intensifying as the air around them became as warm and saturated as a sauna.

“Now where were we…? Ah yes! Time to get tucked, fillyfriend! In truth, Ah admire yer spunk, so reckon Ah’ll make ya one of mah betas and let ya service me now and again. With a little training, reckon you’ll be a good worker and lover! So stop fighting, and reckon you’ll enjoy this a little more!” With that, vines grew out of the walls and floor, quickly finding Trixie’s limbs and snaking up them as more of the older mare’s self-described aphrodisiac apple flowers abruptly bloomed, pumping their potent pollen into the air.

“But… but…” Feeling her strength and very well ebbing as the pollen took effect, and in an increasing panic as the vines closed in and her legs began to be pulled apart, something snapped inside Trixie; an internal barrier she hadn’t even known was there. Digging as deep as she could as a massive, fear-induced magical surge took hold, her horn and eyes flared with a much deeper blue aura and more power than she’d ever known.

“NOOOOO!” she shrieked again as a wave of pure elemental magic erupted from not just her horn but her entire body and pulsed outward, quickly encompassing the whole area. “Trixie will not be taken! Trixie will NOT be transformed!” she proclaimed as the very air around them went ice-cold and the slowing gout of gas from the broken pipe turned from steam to snow.

Her eyes clenched tightly shut, she wasn’t immediately aware of what she had done, only that everything had fallen silent except for a light tinkling sound somewhat reminiscent of snowy winter nights. Realizing the vines wrapped around her legs were unmoving and the talkative Annie Smith was no longer speaking, she cracked an eye open to see...

Annie Smith encased in ice with a stunned expression, the walls, ceiling and floor covered with hoar frost and remaining moisture in the air falling to the tiled floor beneath her hooves as flakes of snow.

The Timberwolf mare’s floral constructs likewise frozen solid and now unmoving, they were brittle and easily broken as Trixie found herself at the center of an artificial igloo; the middle of a winter wonderland she had somehow created.

But… but… how did I DO that? an agape Trixie didn’t know, noting her breath was fogged and the temperatures around her felt sub-zero, and yet, she didn’t feel cold at all. But the magic surge left her as quickly as it arrived; leaving her tired and increasingly chilled as she found herself drained of her magic. Not just her horn but her entire body went sore, suffering from what she recognized as magical withdrawal and exhaustion, leaving her barely able to move. In a daze, she started to summon another either potion to recharge herself only to realize she had not the power, having spent all her reserves in her desperate effort to get away.

An effort that had not yet succeeded, she was sharply reminded as a series of familiar voices got closer. “That magic surge came from here! She’s inside the spa! Find her!” Shadowdash directed from somewhere over the roof.

“I can smell her! She’s here! And she’s ripe!” Trixie heard a deeper-voiced version of Thunderlane announce from inside the entrance with a smile she could all but hear, causing her insides to clench anew despite her own lingering arousal. “And whatever she did, I bet she’s powerless now!”

“Good! Eclipse may be mad, but she’s not getting away with this! We’re taking her here and now!” Shadowdash proclaimed. “And I get her tail!”

Renewed fear giving her renewed strength, Trixie pulled herself up and free of the unmoving vines, which, frozen and fragile, snapped quickly. “Sorry, Granny…” She couldn’t help but apologize to the other mare as she slipped by her through the several inches of snow on the floor, whose eyes followed her even beneath the ice.

Willing her shaking limbs to steady themselves, Trixie managed a slow trot down the hallway until she found the entrance to the open massage room and slipped inside, closing and locking the door behind her. To her relief, the portal was there where she had willed it, ready and waiting to receive her.

Recalling Starlight’s instructions—it was hard to forget, given they’d been telepathically seared into her memory; she was starting to suspect her headache was as much the result of that as anything else!—she grabbed a chair in her weakened aura and swung it hard enough to break the pipes feeding the portal, causing its magic reserves to drain. That would leave the portal itself with just enough magic to allow for one pony to transit, but prevent any further attempt to use it until it could be recharged, denying Eclipse and her minions the ability to invade the human world for what Starlight had hoped would be a few critical hours.

Enough time, Trixie hoped as well, to carry out the rest of her plan.

But now at her goal, she paused, needing to gather her nerve. Before her was a very uncertain sanctuary—the gateway to the human world—and she did not know what she would find on the other side. I wanted to go there, but with STARLIGHT! Not ALONE! she mentally protested, finding herself with a sudden and severe surge of fear over entering an alien realm—one that, even worse, she belatedly remembered would transform her into a creature of that realm!

But Trixie fought to NOT be transformed! She swallowed hard, reminding herself sternly that this transformation was reversible upon her return through the portal.

Assuming, that is, I would even be ABLE to come back! She swallowed again at that, the fear of being marooned in an alien world overriding even her fear of being captured. “Trixie is scared…” she said to herself in an admission she would never have made to anypony else. “But Starlight sacrificed herself to save me! And Trixie will not let Starlight down!” she mentally swore to her friend and lover, hoping and praying that whatever awaited her on the other side, she would find refuge from the madness of this one!

But this time, the sound of fresh voices behind her in the corridor outside broke her reverie. “What the…?! Why’s it so cold in here? And where the hay did this snow come from? And… Granny?” she heard Shadowdash gasp, followed by the sounds of dismay from her soldiers as they beheld their frozen ally.

“Dang it! She’s a popsicle! We’ll need to get her back to the Queen! She’s not gonna be happy about this unless we bring Trixie back! She’s gotta be close, so check that room!” she ordered, and thenTrixie heard a soft flutter of wings followed by a hoof trying the door to the massage parlor.

“It’s locked! But she’s in here! I can smell her!” A voice Trixie recognized as Blossomforth announced, to Trixie’s sinking heart.

“Then break it down!” an infuriated Shadowdash ordered, and, realizing her time was up, a terrified Trixie took the plunge. Getting a running start, she dove into the portal just as the door was smashed in by a pair of hind hooves, the oval passage glowing briefly with her passing before falling quiescent again, leaving only an empty room and a depowered portal behind.

The Town Hall clock had just struck two as the fully transformed owners and patrons of Sugarcube Corner swore undying loyalty to their new Dragon Lord.

Spike accepted their oaths with much kisses and affection, reveling in their love for him and their myriad scents, sweet and spicy alike, trying to give each of his new harem attention in turn.

He was happy and gratified beyond measure, and yet… “I want more!” he announced, motioning with his arms outside, sitting on his far more animalistic haunches to observe the late-night activity, which seemed to include many ponies making out or outright rutting beneath the rain. “I want to have more mates! But not because I’m greedy!” he quickly added, as much to himself as to them. “But because I want to spread this love I’ve found with you! I want to share it and myself with everypony!” he proclaimed grandly to approving whinnies and hoofstomps from them all.

“So I want all of you to go forth and bring all the ponies you can to me! I’ll make all of Ponyville my harem!” he proclaimed grandly, to the cheers and celebratory pinwheels and puffs of multicolored fire into the air from his new family, who began chanting his name. After one final round of hugs and promises of even more future affection, they piled out the door and immediately took flight into the stormy night on their new dragon wings, their heat-sensitive eyes now able to see ponies right through the driving rain and even inside their houses.

All but one, that was. “Something wrong, Cup Cake?” he asked her, seeing she was hesitating at the door.

She looked uncertain. “Oh, um… Spike? Well, you see, darling, it’s 2 AM, and that means it’s time for me to feed the foals…” She nodded upstairs, then down at her curse-swollen teats, triple their usual size and standing up clearly against the new scales of her belly. “They always get a nighttime meal right about now, so they’ll be waking up soon.”

“Oh!” Spike blinked, and then nodded. “Oh. Well, that’s okay. I mean, you’re part of my harem now, which means they’re my foals too! Go upstairs and feed them, but be sure and save some of your milk for me!” He licked his lips at the thought.

“Of course, dear…” They kissed deeply once, twice, and then neither could resist rutting again, Spike laying her out on her side to take both her orifices at once before sending her upstairs. That accomplished, he grabbed the broom and began sweeping up the molt debris, whistling happily and occasionally sipping on some leftover hot cocoa while waiting for his new soon-to-be greatly extended family to return.

“Ohhhh…” Starlight awoke with a groan and a splitting headache as well as a very sore horn. “Where am I?” The last thing she could remember was being in the watchtower with Trixie and having witnessed Granny Smith phase right through the wall. “Wait. What…?” was all she could say as she realized her limbs were bound and she was in Twilight’s basement lab, laid belly-up on the floor.

“Awake? Good,” she heard an impatient Twilight’s voice over the scratching of a quill. “Then we can proceed.”

“Proceed…?” Starlight echoed uncomprehendingly, trying to recall if there was something wrong with Twilight. She’s cursed… but wasn’t she supposed to be bestial? part of her insisted, her eyes only slowly clearing to reveal… “Twilight?” She gaped at her former teacher's nightmarish clothes and appearance, one that made her look like an evil vampony, or even a mad scientist given the number of alchemic reagents around her, held up in her aura.

“Welcome back to the land of the living, Starlight Glimmer,” she said, not looking up from her work. “For the record, just because you used a memory erasure spell on yourself doesn’t mean your memories go away, my reluctant apprentice. In fact, the spell only masks them as the mind resists magical intrusions and hides them away, but they can be dug out with a little assistance,” she explained as more scrolls and runes floated around her and she hurriedly wrote out a few equations.

“Memory erasure…?” Starlight blinked, then noticed the clock on the wall said it was nearly two hours later than she thought it was. But... what did I DO? And where’s Trixie?

She had no chance to consider the questions before the corrupted Twilight spoke again. “Unfortunately, this will be anything but pleasant, for which I apologize in advance. Understand, I would like nothing more than to convert you and have you tell me the portal’s location of your own accord, but I cannot risk the transformation altering or destroying your memories. Hence I am forced to resort to less… gentle means,” she said in some distaste.

“I do not wish you this discomfort—anything but, be assured—but I require that portal to carry out my plans, Starlight Glimmer.” Her deep red eyes suddenly turned angry. “I need it to conquer the human realm. To say nothing of the fact that in hiding it, you are keeping me from my beloved!” She all but hissed out the last words.

“Portal? But… I don’t remember…” she protested, feeling a trickle of real fear as she realized that whatever had happened, her power was completely drained—that a corrupted Twilight now had her dead to rights and was threatening something extremely intrusive; a violation of her very mind and spirit.

“Of course you don’t. But you will!” Eclipse promised as her horn ignited and runes appeared on the ground around a bound Starlight, who immediately felt magic clawing at the edges of her consciousness in a spell she never dreamt Twilight even knew or was capable of casting. “And once you are, then I will finally be able to convert you properly! Then and only then, can you take your proper place at my side!” she promised, only to be interrupted as several new figures appeared from out of her closets and behind curtains, including a pink-furred one that Starlight didn’t immediately recognize dropping from the ceiling above right beside her.

“I’m back,” she announced in a familiar voice but a slightly frazzled mane; some of her flat hairs were askew and even singed. “With some new friends.”

“Pinkie…?” Starlight gaped at the altered appearance of her friend, who was now looking like anything but the happy-go-lucky pony she knew, her mostly-flat hair and evil gleam leaving her appearing far more predatory and dangerous.

“Pinkamena,” Eclipse acknowledged shortly, pausing her spell as her eyes fell on Maud, Marble and Limestone briefly in turn, noting not just their presence but their disheveled and slightly sunburned appearances, to say nothing of expressions Starlight could only describe as varying degrees of freaked. “I’m a bit busy now, but I see you stopped long enough to collect your sisters. A little annoying that you disobeyed your instructions, but very well. I bid you all a warm welcome and promise to accept you into my fold properly later. In the meantime, were you successful in your mission?”

Pinkamena’s lip curled as Maud didn’t react, Limestone flinched and Marble all but cringed under Eclipse’s probing gaze. “No. And for it, I think we might have a problem. Or probably two.”

“Two problems?” Eclipse had no sooner spoken than Starlight sensed a massive surge of dark magic dissolving Twilight’s enchantments, punching a hole right through her defenses into her inner sanctum, followed by a circular portal with glowing violet edges appearing on the far wall, its interior resolving into a tunnel to the outside, passing through walls and other corridors to get there.

And then the aura’s owner entered, a large midnight blue unicorn with a sparkling violet mane and tail. She was as big as Luna, and her appearance was more than slightly reminiscent of the Lunar Princess as she looked around and sniffed in disdain.

“Ugh! The interior of this castle is as unimaginative and unfashionable as its occupant! Hmmph! I’ve seen more convincing laboratory lairs in Spike’s comics!”

Then she set her slitted eyes on Eclipse, and smirked. “And Coltic trappings? How utterly droll. It would seem you require not just the services of a dressmaker, but an interior designer, darling,” said a voice that sounded to Starlight like Rarity’s, yet not quite. “For if you are to serve under me, I will not tolerate such dreadful taste in décor!” She bared her pointed teeth in a grin as two other figures entered behind her, including a large white stripeless tiger wearing Opalescence’ collar, and a dazed but apparently unaltered Prince Blueblood, collared and being led by a leash by her mistress even as the tiger was off it.

“R… Rarity?” A dazed Starlight didn’t recognize the altered form of her friend, but Twilight, or whatever she had become, did, her eyes narrowing at the sight.

“Nightmarity,” Eclipse hissed out through her own sharpened teeth, her voice tinged with not fear but great anger and disgust. “And to what do I owe this displeasure…?”

20: Call for Help

Author's Note

This chapter starts the ball rolling towards the climactic phase of the story—pun very much intended! Sex is minimal, but for those of you who were fans of the original Unleash the Magic - Midnight Rising, there’s a nice little callback to it here, including the reemergence of Midnight and some Futa/solo action with the one Shadowbolt not yet heard from that everyone loved to hate last time—Lemon Zest. Thanks as always goes to the prereading crew of AJ_Aficionado, Silentwoodfire and Denim_Blue, while Leo Archon contributed a decent chunk of the first Earthside section and possibly more going forward.

20: Call for Help

“Nightmarity,” Eclipse all but hissed as a confused and horn-sore Starlight looked on, feeling lost and increasingly out of her depth. “And to what do I owe this displeasure…?”

“Ah. Hello, my former and future friend. I’m so glad you’re here. It saves me the trouble of finding and converting you later… though I see the curse has already found you. And for it, I cannot help but be disappointed,” Nightmarity said as she looked Eclipse over from head to hoof again.

“I mean, really—a Coltic bat-pony? You mix some very odd metaphors, darling. If you wish an olden theme, I think you would do far better in Steedgyptian finery,” she proclaimed, materializing a set of such garments for herself; the glittering golden ensemble accenting her dark hues well. “I would be more than happy to find you a more suitable look—once you swear loyalty to me, of course.”

“I didn’t ask for your opinion, or your company, Nightmare.” Eclipse refused to call the creature before her by the name of her subsumed friend. “And just how did you take over Rarity again? I sense Timberwolf magic in you, so I’m guessing Applejack and Big Macintosh were the culprits. And given Annie Smith told me those two were bestial, I expected you would have been as well!”

“Ah yes… a funny story, that,” the creature who had once been Rarity noted idly as she made herself at home in Twilight’s lab, summoning a chaise lounge all the way from her boutique and laying out on it. She motioned Blueblood forward to attend her, who immediately began fanning her with a materialized palm frond like she was the great Cleoponya herself.

“I suppose it might have happened as you described, except I saw the opportunity to repossess her again in the throes of her transformation, where my host’s mind and body were both receptive and quite malleable. Though admittedly, I did allow certain aspects of my evolution to proceed,” She stretched out her hindquarters to show off her large apples and stallionhood.

“A creature of dreams I may be, but averse to purely physical pleasures I am not… isn’t that true, my beloved Blueblood?” she asked as she presented herself to be pleasured by him, her organ quickly rising to attention as Blueblood gave an audible whimper even as his muzzle began to water, walking slightly stilt-legged around the front of her to begin orally pleasuring her.

“And the Prince?” Eclipse motioned with her head to the dazed and silent stallion, whose eyes were locked on his mistress, a look of dull horror in his eyes. “Why did you prevent his transformation, given he might have granted you the means to spread our evolution to Canterlot and subvert the Celestial Sisters themselves?”

“Oh, I didn’t prevent all of it, darling,” Nightmarity showed her teeth in a grin again even as she extended a magical tendril to the tigress that Eclipse guessed had formerly been Opalescence, who rumbled happily as her chin was scratched. “Just the physical part as I much prefer him as a simple stallion. But alas, the poor thing now craves all forms of rutting and simply can’t get enough of having his muzzle and tail serviced by my servants. I’ve further addicted him to me, and left him aware of it, but helpless to fight it. I think even you would agree thatis not just a fitting punishment for his earlier mistreatment of my host, but an apt end for his arrogance.”

“So you left his body unaltered and gave him no way to satisfy his new needs except through you?” Eclipse paraphrased in disgust. “I see your reputation for cruelty is well-deserved.”

“Oh, spare me the sanctimony, darling, given your former student is now lying bound and helpless on that table,” she said with a nod of acknowledgment towards a stunned and silent Starlight, who was beginning to fervently hope she was somehow dreaming the scene before her.

“And as for Celestia, as I have an old score to settle, I would much prefer to do the job myself.” Her smile turned unpleasant. “I still owe her for my defeat in the Celestial War. And though I might have originally wished to best her on a battlefield, I must say that the idea of subjugating and enslaving her in the bedroom does have a certain attraction now,” she mused as Pinkamena and her sisters exchanged nervous glances.

“But all that will come later.” She waved a hoof dismissively before turning the weight of her gaze fully onto Eclipse. “Now where is that portal to the human world? I see no reason to wait on establishing my presence there, either,” she decided, sitting up and looking around for it.

“And just how do you plan to do that?” Eclipse challenged. “We can’t cross over without losing our pony forms, and thus, our power.”

Nightmarity dismissed her concerns with a wave of her gold-gilded hoof. “Perhaps you can’t, darling. But I can cross still possessing Rarity, and even if our transformation is reverted, I can reestablish it the instant I am over there, and begin both spreading the corruptive magic and enslaving my new human subjects. And don’t worry—I’m well aware of the so-called Element Bearers on that side of the portal. As unprepared and unfamiliar with me as they are, it will be easy enough to corrupt them and bend them to my will. Now where is it?” Her slitted eyes went steely as they narrowed.

“That… is none of your concern,” Eclipse replied carefully through a clenched jaw, her ears folded back while her tail flicked in mild irritation for but a moment before she regained her composure.

Despite her efforts, the meaning of her reaction was instantly divined by the experienced dream demon. “You lost it?” Nightmarity was both amused and annoyed. “And just how, in the name of the ancient Gods of Steedgypt, did you manage that!?”

“Not important. You interrupted me in the middle of determining the portal’s location, which is hidden in Starlight Glimmer’s mind. Once I have it, my soldiers will find both it and the one who removed it shortly. In the meantime, let me make something clear, dream demon: nopony is ruling Equestria or crossing over to the human realm but me when the time comes!”

“Nopony but you? My dear Twilight—”

“That’s Queen Eclipse to you!”

“Queen?” The possessed Rarity openly laughed. “My dear Twilight, your power and grandeur is nothing compared to mine. In honor of our longtime friendship, I in fact offer you the chance to serve a proper regent, whose glory crosses both the physical and mystical realms.”

“We are not friends,” Eclipse retorted. “My friendship was with Rarity, whose identity and body you usurped. And be assured, I will have her back so all my friends may rule at my side. Now get out of my castle, Nightmare. For I have far more important matters than you to deal with right now.”

Nightmarity’s eyes narrowed in anger at the dismissal. “You are making a grave mistake, Twilight Sparkle.”

Eclipse sneered. “I’ll risk it. Now if you’ll excuse me, I have a rather intricate scrying spell to perform in order to recover the location of the portal from my acolyte’s scrambled memory,” she announced, causing Starlight’s eyes to go wide as she knew well how intrusive and unpleasant such a procedure would be.

“A scrying spell?” Nightmarity repeated with a scoffing sound. “My dear Twilight, or whatever ridiculous name you call yourself now, there is no need for such crude and inelegant measures. Allow me,” she said, then closed her eyes and aimed her corrupted but very powerful magic at Starlight, whose eyes went wide and then closed as she felt herself being dragged down into sleep and thrown into an immediate dream where her memories, hidden behind a magically locked and sealed door, were retrieved.

The locks were shattered and door itself was destroyed in distressingly short order by a very powerful presence, causing her memories to flow out and back to her, giving her instant recall of all of them. They were then sifted through by the alien entity, noting not just the events of the past several hours, but her fears and hopes along with them, filing them away for future reference.

How interesting... The Nightmare’s voice sounded in her head as not just her mind, but her very soul was bared to the evil creature. Such unique fears and desires… and such untapped potential! I can make use of these! In due course, that is… was the last thing she heard before the Nightmare withdrew, leaving Starlight feeling helpless and violated anew.

“And there we are. So not only do you lack fashion sense, my dear Twilight, but any tactical acumen if you could not anticipate your own former apprentice’s move to have Trixie teleport the portal away while you were imprisoned in her hybrid spell,” she sniffed, causing Twilight’s eyes to narrow as the godlike-creature then repaired the floor-to-ceiling mirror Twilight had earlier smashed, causing the shards to fly back into place and the surface to become smooth again. “Forgive me, but I am expecting somepony soon. And I must say, my host’s extensive experience with mirror magic is quite convenient for such things.”

“Enough! If you have information on the portal location, share it, and I might consider not purging you from Rarity here and now!” Eclipse threatened.

Nightmarity’s only response to that was to stretch out on her chaise lounge again and laugh. “And just how do you plan to do that without the Elements of Harmony, which cannot be activated without your precious Element of Generosity?” Nightmarity mocked, then her eyes narrowed as she saw the corner of the former Twilight’s mouth crook upwards.

“But on the odd chance you do know a way, it would behoof me to keep that information secret. So I will dispatch my servants to retrieve it, and then we may negotiate over its use…”

With it now well past 2am, The Halloween party at Canterlot High was finally beginning to wind down.

As the slightly tipsy CHS students began making their sometimes less-than-stable ways home—but always with designated drivers as Pinkie insisted they name them before granting any alcohol—the only remaining order of business were the announcements of the costume contest winners. The Crystal Prep students, on the other hand, would have to wait for Principal Cadance to be ready to leave, as both she and the bus drivers firmly insisted on everyone being present before departing despite a few requests from individual students to stay with their Canterlot High friends.

Awaiting their departure, the Rainbooms and four of their five Shadowbolt friends were lounging near the base of the ruined Wondercolt statue, sharing a few final cups of punch while they awaited the results of the costume contest.

“Whoa Nellie, what a night!” Applejack kicked back on a folding chair and laced her fingers behind the orange costume afro on her head. “Hay of a game. Hay of a party!”

“Eh, it was okay,” Sour Sweet shrugged as she bit into yet another rainbow-candied apple, still dressed in her Saddle Rager costume. “Though I think she liked it the most.” She motioned to Pinkie Pie, who was still grooving to the party music.

“I still can’t believe you made out with Flash like that,” Indigo Zap said to Sugarcoat. “Didn’t think you were into musicians.”

“Why? Just because I tend to be very blunt and open with my opinions?” A rose-cheeked Sugarcoat asked, swaying slightly as she spoke.

“No, because you’re more of an intellectual,” Sunny Flare noted. “Guitar jocks don’t exactly strike me as your type.”

Sugarcoat blinked at that. “Oh. Well, just because we’re from two different social cliques doesn’t mean anything. After all, didn’t Princess Twilight pull a complete one-eighty on the cliques here at CHS?” she asked, helping herself to more punch.

“Shore did!” Applejack said with a grin. “Undid in about three days what Sunset had spent three years building up!” She threw a wink at Sunset.

Sunset took the jab with a smirk. “Yep. I was completely outplayed by somepony who’d never heard of humans before, let alone been one. Goes to show how much actual charisma she has, when she remembers to use it.”

“Yeah, she’s pretty amazing, alright,” Rainbow agreed, fiddling with the ‘horns’ her hair had been styled into, twirling them around her fingers. “When she’s not being an utter dork, that is. Remember how she acted around pizza the first time?”

The memory brought chuckles to the core Rainbooms, and the story of what had happened soon had the Crystal Prep girls and Twilight laughing as well. “‘Pizza broke math!’ That’s a new one!” Indigo howled.

“Hmph! Trixie wishes she’d known of this sooner. Maybe then she would have been victorious in the Battle of the Bands?” came the voice of the school’s resident stage magician as she wandered over, her own Huntress-dressed bandmates in tow.

Rarity gave her a deadpan look. “Darling, need I remind you that anyone but us winning would have resulted in every student of CHS, and quite possibly every resident of Canterlot City, becoming slaves to the Sirens?”

Trixie had the decency to blush at that. “Well, maybe they were magically cheating, but so were you! Trixie still thinks she had a chance to win if it wasn’t for your ringer!” she said defensively. “Although, Trixie has to wonder… since that Twilight has a twin, do the rest of us? Do all of us have doubles on the other side of that portal?” She indicated the ruined statue base.

All eyes turned towards the statue before Sunset spoke up. “From what Princess Twilight’s told me, yes. We seem to be parallel worlds linked by the portal. Though I admit I haven’t seen a human double for Starlight Glimmer yet,” she noted idly, suddenly wondering why she hadn’t followed up her earlier attempt at communication. Or was that even her? No way to know for sure until she writes again. And should I be worried her initial message cut off like that…? “Doesn’t mean she doesn’t exist, though.”

“Oh yeah? Then what about your humandouble, Sunset?” a slightly tipsy Twilight challenged, magically controlling her selfie drone, which was driving through the air slightly erratically. “How come we’ve never seen her?”

Sunset grimaced slightly. “Well, that’s because she—”

“Hey, girls!” a new voice broke in. They turned to see Lemon Zest approach in her pink-and-white Milli-second costume, having wrapped up her DJ’ing duties for the party as Vinyl broke down her equipment, the latter packing it back up before turning her soundstage back into her car. “And hey, Twilight…” The Shadowbolt teen’s voice turned sultry, causing Twilight to immediately sober up and stiffen.

Lemon Zest started to approach her former classmate only to be immediately blocked by Rainbow Dash and Indigo, who stepped up to interpose themselves, arms crossed and giving the green-haired teen a warning glare.

Lemon Zest went crestfallen at that. “Aw, come on, girls! It’s been awhile since I’ve seen Twi. I just wanted to say hi!”

“Yeah, we know what you wanted to do,” Indigo was unimpressed. “And you’ll forgive us if we’d rather you not pull Midnight out of her again.”

“Aw! And why not? Never mind the Friendship Games; she was so much fun when she came out at Crystal Prep this last time!” Lemon Zest recalled wistfully. “She took down Principal Chrysalis and her drones with our help, and we had a whale of a time doing it!” she proclaimed, causing an increasingly uncomfortable Twilight to cringe.

“Huh? What’s this? Midnight appeared again?” a confused Flash asked, now giving Twilight a very wary look.

“Never mind,” Twilight replied shortly, alarmed to feel a sudden and increasingly strong presence rising within her as Lemon Zest appeared.

“Yep! And I loved every second of it!” Lemon Zest licked her lips at the memory. “So I was hoping she might come out and play again!”

The Shadowbolts and Rainbooms stared at her in disbelief along with everyone else within earshot. “Isn’t getting punished by Midnight twice enough for you?” Indigo asked.

“And we like nothing more than getting turned into her toys when she’s out!” Sour Sweet snarled from beneath her Saddle Rager costume. “Even if it was kind of fun and we did end up getting some nice new equipment and abilities out of it…” she granted under her breath, surreptitiously shifting a sudden stiffness in her crotch.

“Hey, you know me! I’m insatiable,” Lemon Zest was unrepentant. “And don’t tell me you girls didn’t enjoy it all too!” she further challenged, causing several fierce blushes and some effort to loosen some suddenly constricted clothes.

The Rainbooms all smirked at the reactions. “Ain’t ya’ll figured out how to suppress that yet?” Applejack asked in some amusement.

“What? You can?” a startled Sunny Flare asked, trying to hide the sudden bulge in her Radiance costume.

“Sure! It just takes a little practice,” Rainbow said with a shrug.

“And self-control.” Rarity rolled her eyes.

“Well, that eliminates Lemon Zest,” Sugarcoat noted dispassionately over crossed arms, her voice belying her own arousal as she found herself frantically trying to will her suddenly-swelling bust down before her boobs broke free of her Mistress Marvelous attire.

“Aw, come on, girls! Why would you even want to suppress it?” she asked, allowing herself to rise to attention right in front of everyone, her equine stallionhood tenting the front of her skintight costume and then pushing right through a burst seam to display herself fully. “I love mine!” She showed off her large equine erection proudly to the mingled interest and disgust of onlookers.

“Dammit, will you put that thing away?” Sunny Flare yanked a tablecloth off a nearby table and threw it over her classmate, holding it over her from behind. “We’re trying not to attract that kind of attention here! And definitely not around her!” She motioned in some alarm to Twilight.

“Speak for yourself, Sunny! That’s why I’m doing it!” Lemon Zest announced jovially, causing Sunny Flare to stiffen as her classmate began to push back and grind her hips into her, pinning her in place against a tree and then reaching back with both hands to grope her butt. “I mean, the party’s been fun, but still a bit lacking! So I was really hoping I could entice Middy to come out and play again! So tell me, is she still in you, Sparks?”

“She is,” Twilight confirmed shortly, trying very hard not to look at Lemon Zest, lest she—or worse, Midnight herself—be tempted. “And you’ll understand that I try very hard not to do anything that might let her loose.” Which at this point, includes indulging pretty much ANY desires…

“Aw, really? That’s a shame. You know that ain’t healthy, Sparks! Hey, Middy! If you’re in there, I’d be more than happy to give you some fun time if you want!” she called out loudly.

“Shut up!” A shaky Sunny Flare cuffed her hard despite the stimulation she was being given, her hips starting to thrust of their own accord as Lemon Zest pinned her classmate’s swelling horse organ between her upper legs and started squeezing motions with her thighs.

“Zesty! You don’t know what you’re—” Twilight had just started to respond when she suddenly stiffened. Her eyes closed, and then opened again, and when they did, her pupils had turned slitted and the violet glow of her aura spectacles was abruptly apparent, causing everyone around her to freeze.

“You realize that I really don’t like you, right, Lemon Zest?” Her voice was suddenly that of Midnight, not Twilight, causing the other Shadowbolt girls to take an involuntary step back even as they became quickly and surely aroused from her mere presence; a byproduct of past encounters and remembered treatment at the mercy of her irresistible sexual power.

“Uh-oh…” Rainbow said in prize understatement as several stifled curses were heard from Sunset and Applejack. Each of the Rainbooms then began exchanging glances, silently asking each other if their powers would be of any use against the returned demigoddess.

Far from perturbed herself, Lemon Zest’s grin got wider. “Oh, hey Middy! Welcome back! Listen, I’ve been a real bad girl and I really need to be punished again…” she offered hopefully, tossing off the tablecloth and now stroking herself openly.

“That’s it. She’s dead,” Rainbow muttered, wondering if she might be able to dash in and then whisk Lemon Zest to safety. She had nearly decided to do so before Sunset stopped her with a hand on her shoulder, shaking her head once in warning.

“I don’t know why, but she’s not that powerful this time,” Sunset noted in a whisper with some relief as her magical awareness told her Midnight’s aura wasn’t much stronger than Twilight’s. “She can’t do much, and she’s never actually hurt anyone before. So just let’s see where this goes before we do something rash.”

If Midnight heard her, she gave no indication. Instead, everyone held their breath as she stared at Lemon Zest disdainfully and then magically picked her up by the back of her costume shirt like it was the scruff of a cat, dangling her a short distance off the ground, ignoring her hanging stallionhood. “You’re playing with fire, Zesty. You know that, right?”

“Oh, I know!” a still-smiling Lemon Zest said even as she was held helpless before the altered Twilight, her organ noticeably throbbing. “But what’s life without a little danger? Ain’t nobody ever bested me and made me feel so good about it!”

Midnight’s sneer deepened. “You seem to think that’s all I’m inclined to do,” she said as she stood up and began to approach her former classmate. “And you also seem to forget that the gifts I give you, I can also turn against you. For example...” Her eyes started to glow brighter for a moment before a hand fell on her shoulder and pulled her back.

“I think that will do,” Principal Celestia’s voice broke in, still dressed in her heavy metal rocker costume, her voice stern, Luna right behind her as Dean Sombra and Principal Cadance looked on in some confusion. “’Midnight’, is it? I would appreciate it if you would release Miss Zest and return me my student. And you’ll further forgive me if I’d rather you not turn my schoolyard into your personal playpen again.”

Midnight studied her for a moment in something approaching disapproval. “I am not one of your students, Principal Celestia. I am in fact the sum total of Twilight Sparkle’s repressed passions and desires. The purest expression of her id, as Dean Sombra’s psychology professors would no doubt say,” she stated with a nod behind her at the frowning Dean, who was studying her closely. “In point of fact, I am a goddess, and I answer to nobody but myself. So be assured, I will do as I please.”

“Just like you did before?” Flash challenged, trying to still his own shaking limbs, having flashbacks to being thrown in the dumpster again.

Midnight’s eyes then turned on him, regarding him with the same bored expression she had once before; it was all Flash could do not to flinch away from her gaze. “You know, I really don’t understand what my equine counterpart sees in you, Flash Sentry, but no matter—she’s welcome to you. After all, I have both worlds at my beck and call if I need it. And one day, they will be.” She closed her eyes and smiled serenely.

“You know we’ll stop you,” Sunset warned her over crossed arms. “So you better let Twilight go!”

“I know you’ll try,” Midnight said easily, sensing and teleporting Pinkie’s flask into her hand before taking a long draw on it, lounging back into her chair as she continued to regard Lemon Zest lazily. “And going up against Daydream again could be quite fun. But business before pleasure. Now where was I…?” She licked her lips as she turned her attention on an eager Lemon Zest again.

“Hey!” Spike shouted and jumped up on her lap, putting his paws on Midnight’s shoulders. “That’s enough! Now you let Twilight go!” he ordered with a growl.

To the surprise of all, Midnight’s expression softened as she set her eyes on Spike and then gently lowered Lemon Zest to the ground. “Fine, my future familiar,” she replied at length with a tolerant smile. “I’ll withdraw for now, as my power is currently limited, and I have no wish to upset you or unduly alarm my humble host. And as for you, Principal Celestia…”

She turned to the surprised school head next. “I know the secrets of you and your sister. And that your dark sides are the equal of my own,” she announced with a toothy grin, causing Celestia and Luna to freeze.

“Be assured their time will come… as will my own! For as much as you all may fear me, I promise that you will yet have need for me again. And perhaps far sooner than you may think!” she displayed her pointed teeth with a grin, and then released Twilight, who slumped forward hard, and promptly began sobbing as Spike tried to comfort her.

“Twi! You okay?” Applejack asked first, immediately going to Twilight’s side with the rest of the Rainbooms as the two Principals exchanged worried looks with each other.

“How can I be…?” she asked them all, her lip quivering, collapsing crying in Sunset’s arms. “Just knowing that… that thing is in me, ready to emerge if my control slips for even a second?” She shivered visibly.

“We won’t let her take you over, Twilight!” Rarity promised.

“Speak for yourself! I want her to!” Lemon Zest claimed, which earned her yet another sharp cuff from Sunny Flare before she was collared and ushered off hard by Luna.

“We’re real sorry about that…” Indigo offered once she’d been removed. “Believe me, she’s just as bad back at Crystal Prep.” And yet, we never seem to do anything about her… her own stallionhood twitched in her pants. And neither does Principal Cadance…?

“I don’t blame you…” Twilight said. “It’s just that every time Lemon Zest is around, Midnight wants to—” She broke down in sobs again.

Midnight, or YOURSELF? Sunset didn’t ask, suddenly wondering if it would be desirable to try and mend the two halves of her being, as she increasingly suspected Midnight was correct and she was now simply the expression of Twilight’s still-suppressed desires, both romantic and otherwise.

Twilight may not want to hear this, but she’s going to have to confront Midnight and accept everything she is sooner rather than later, Sunset sensed. Because unless I miss my guess, the longer she goes without doing so and tries to keep that side of her suppressed, the more powerful and irresistible Midnight becomes...

“My Queen!” a franticShadowdash’s voice broke in to the argument between Eclipse and Nightmarity. “We need you at once! We have found the portal, but Trixie escaped through it!”

“Escaped? Surprising and annoying, but no matter—she gains a brief reprieve, nothing more. But for it, you say you found the portal?”

“Yes!” Shadowdash nodded frantically. “It was—”

“In the spa,” both she and Nightmarity answered as one, causing Shadowdash to start and blink as she beheld her transformed friend, then sneer.

“And just what the hay are you doing here, Nightmare? And in Rarity’s body again?”

“The same thing I always do, my future servant—attempt to take over Equestria!” she proclaimed grandly from where she still lay. Only this time, I will have all the former element bearers as my servants and slaves. And this castle will be my new palace—after a little redecoration, that is.”

“Over my dead body!” Shadowdash proclaimed, thumping her chest hard as Pinkamena drew a knife and Limestone all but growled her own warning as Eclipse’s only reaction was to narrow her eyes.

“That could be arranged. But that would likely upset my as-yet unassimilated host, and be such a dreadful shame.” the Nightmare-possessed Rarity answered evenly as the rest of the transformed weather team returned with an object being pulled in a sky carriage—an enormous block of ice.

“What the…” Limestone was confused as Maud only raised an eyeridge.

“Annie? What happened to her?” Pinkamena spoke up in something approaching concern.

“We don’t know! We felt a big magic surge from Trixie, and then we found her like this! Please save her, My Queen! We need her!” Shadowdash begged Eclipse, who promptly probed the ice and its contents as Nightmarity looked on in at least idle interest.

“Magically created ice? How unusual…” Eclipse noted, less alarmed than curious as she probed the construct with her aura and then smiled.

“Worry not, my attentive and attractive Lieutenant—Annie’s fine. Her Timberwolf power preserves her. She’s just in hibernation, as any plant would be in winter,” she stated, then flared her horn to begin carefully melting the ice, her eyes glowing red as she tapped her inner fire to do so. “Though it would appear Trixie had a hidden power not even she was aware of, as the only way she could do this is if she’s an ice elemental.”

“And you didn’t know? How careless of you,” Nightmarity needled. “Such a horrid oversight from a supposed master strategist that nearly cost you one of your own. Clearly you and your so-called soldiers are notas infallible as you think, darling.”

Eclipse pinned her with a stare. “They are loyal, Nightmarity—a quality you would know nothing about.”

Nightmarity only laughed. “Be not so sure. Take it from me, darling—loyalty can be quite easily usurped. I will yet take your servants as my own. I will yet take you as my own,” she promised.

“Oh yeah? You and what army?" Shadowdash challenged as the rest of her former weather team likewise snorted and pawed at the ground angrily.

“The one you all have neglected to notice,” Nightmarity answered easily. “The one my own loyal servants are gathering even as we speak!”

Before anypony could reply, the restored mirror suddenly glowed. “And in fact, it would appear my newest servant is soon to arrive, and be assured that no matter how powerful you may think you are, my erstwhile opponent, you cannot defeat him!” she announced as a bat-like Fluttershy flew through with an excited screeee, a dual-aroused and visibly shocked Discord being held limply in her arms.

“Okay, students, show’s over! And as it’s nearly time to wrap things up, we’re ready to announce our winners of the costume contest!” Celestia called out over her loudspeaker after Twilight had been seen to and Lemon Zest given a stern talking to, though nobody thought for a minute she’d take any of it to heart.

“We admit, this was a very difficult decision this year, especially on the subject of best costume theme. But before we do, we would like to congratulate both schools on a well-fought football game and a very successful Halloween party!” she said to cheers.

“I’d take the time to name everyone who helped out individually, but as I’m sure you’re all tired and have had your fill of a few things Luna and I really don’t want to know about—” She paused long enough for laughter and whistles to erupt “—we’ll skip right to the awards.”

“Ha! Trixie and her Great and Powerful Band have this one in the bag!” Trixie rubbed her hands together gleefully, having made her way to the front of the crowd.

“Ha! You wish!” Rainbow retaliated as all the students from both schools stepped up to listen, chattering excitedly amongst themselves.

“We’ll do team awards for best costume theme first,” Luna announced. “Third place and an award of a $50 gift certificate to Sugar Cube Corner goes to… Young Justice! ” She motioned to Flash Sentry’s band, who whooped and cheered, exchanging high fives with each other and some of the surrounding students before heading up to retrieve the award, getting their picture taken again by Photo Finish while shaking the hands of the three Principals and Dean in turn.

Cadance spoke up next. “Second place and an award of a $100 gift certificate to the Big Burger Palace goes to… The Power People!” She indicated the rest of the costumed Shadowbolt girls, who smiled and immediately announced which burger they were going to be eating as they likewise stepped up to be photographed, though Principal Cadance stiffened and her smile suddenly seemed slightly forced as Lemon Zest stood next to her with her hand out of sight behind her.

“And for first place…” This time it was Dean Sombra who spoke, in his customary deep tones, “with the top prize of season passes to the Elements of Enjoyment Amusement and Water Park next summer goes to—”

His voice trailed off as suddenly there was a growing high pitched ringing and tinkling sound heard from the base of the Wondercolts statue, whose front glowed with a bright blue light, crackling with electricity. The sight caused the Crystal Prep students to step back in worry while their Canterlot High counterparts stepped forward eagerly, recognizing the effect as indicating a portal passage.

“Whoa! Is Twilie coming through?” Flash asked hopefully as a still-tense Twilight stiffened. “But she said she couldn’t come before! Guess she wanted to surprise me!”

“I guess. It’s odd, though. I mean, she usually lets us know she’s on the way?” Sunset recalled with a glance at the others, who gathered close to receive their friend.

“Yeah, but who cares? Now we can show her a good Halloween time after all!” Pinkie proclaimed.

“Oh, I hope her Spike is coming too!” Canine Spike rubbed his paws together in eager anticipation. “We need to play the next installment of our Ogres and Oubliettes game!”

“Man, I can’t wait to meet this other Twilight!” the Milli-second-costumed Lemon Zest likewise rubbed her hands together in glee as she elbowed her way to the front. “Especially if she’s anything like ours!”

“Is she…?” The other Shadowbolt students asked among themselves nervously as the human Twilight held her breath.

The portal then flashed bright as a familiar but decidedly non-Twilight figure emerged, all but spat out… and promptly fell awkwardly to the ground, stumbling hard like she was uncertain of her footing.

She groaned as she tried and failed to pull herself back up. Her only costume was a simple black cape and pointed witch’s hat, but she was otherwise dressed in what everyone recognized as her usual school attire of a violet skirt and blue hoodie over a lavender blouse; a far cry from the Halloween disguise she’d chosen.

“Huh? Trixie?” Rainbow recognized. “When did you cross over? And when did you change costumes?”

“Cross over? Change costumes? What are you babbling about, Rainbow Trash?” She spun when Trixie’s voice came from behind her, to reveal the original Trixie, still dressed in her Huntress attire, trying but failing to see who the new arrival was through the crush of students she now found herself at the back of.

“What the…?” One of Flash’s bandmates was heard over the general murmur that erupted. Everyone then looked back and forth between the pair of Trixies in confusion as the newly arrived one attempted to push herself up again. “What’s going on?”

“Ow…” the formerly pony Trixie called out, having not immediately heard the conversation around her. “That was even more unpleasant than Granny Smith’s Timberwolf travel. So where is Trixie now?” She gasped as she opened her eyes and saw her hands, and then she looked up to see the assembled crowd staring at her…

And then she shrieked at the top of her lungs, stumbling back in sheer terror as she beheld the mingled students, their costumes only adding to her alarm.

Sunset recognized the reaction immediately, having seen it—and experienced it once—herself. “Whoa! Whoa. It’s okay! It’s okay…” she soothed, approaching the new arrival carefully. “You’re Trixie, right? Starlight Glimmer’s friend?” she asked gently, getting down on one knee before her but keeping a respectful distance, recalling that Starlight had mentioned befriending the pony Trixie during her latest visit after spotting the human one in the hallway. “It’s okay. We know her, and you’re among friends here.”

“F-friends?” Trixie hiccuped, still staring at her, visibly trying and failing to use her magic as she felt the top of her head and realized she no longer had a horn. “But… I… this is just…” She looked on the verge of crying again as she motioned down at her altered and now very alien form.

“Wrong? I promise you’ll get used to it, and don’t worry—it reverses upon your return through the portal. And as for myself, I’m sure Starlight’s mentioned me—I’m Sunset Shimmer. Does that name sound familiar at all?” she asked, then offered a hand to help her up. “Starlight’s friend. And now yours as well.”

That earned her an initially shocked, and then very relieved look. “Sunset… Shimmer…?” the newly arrived Trixie repeated, and then, to the surprise of all, she leapt at and threw her arms around Sunset, clutching her and sobbing.

“Fluttershy!” Eclipse and her soldiers shouted as she reappeared through the reassembled mirror portal, carrying a familiar Dragonequis along.

“Or Flutterbat…” Pinkamena noted with some nervousness.

“Welcome back, my lovely servant,” Nightmarity rose to meet her. “And you too, my soon-to-be converted Chaos God. After all the times you thwarted my plans in the past, know that this time, you shall serve me!”

“You captured Discord!?” Eclipse shot Pinkamena an angry glare.

“We got him, but then she came along…” Pinkamena explained shortly, motioning to Flutterbat.

“At my orders, she did. And as he is now my servant, he…” Nightmarity trailed off as she realized that the normally talkative Discord was unspeaking and unmoving, except for his eyes, which darted to and fro, setting first on Eclipse, then Pinkamena, Limestone and finally Maud with a very unusual emotion from him—fear.

The possessed Rarity frowned as she realized what the culprit was; her slitted eyes settling on the amulet around his neck. She tried to remove it with her aura only to recoil from it like she’d been burned; the magical talisman remaining stuck fast to him. “He’s paralyzed by that pendant, which is infused with Harmony magic!?” Nightmarity appeared angry for the first time as she realized she was unable to remove it.

“Ah. So he was your prize as well as mine, Nightmare? A good move. Unfortunately for you, my servants reached him first. Such a pity he’s depowered.” Eclipse smiled sweetly. “And such a pity only I know how to restore him—which I will not do until I can guarantee his chaos magic will serve me!”

“You…” Nightmarity bared her pointed teeth, causing Eclipse’s grin to grow broader.

“So it would seem we both have something the other wants,” the latter noted with a smirk. “You have the portal. I have the Chaos God. And I’ll be more than happy to negotiate with you over such matters… once I’ve attended Annie Smith, that is.” She then deliberately turned her back on the Nightmare-possessed Rarity, causing the latter to growl at being ignored.

A minute after Eclipse’s efforts began, Annie Smith had been thawed out and was starting to move again. “She’ll be fine,” The former promised again to the relief of Shadowdash and the Pie sisters. “Ultimately, she’s every bit as resilient as the creatures she draws her magic from.”

“Ow… what hit me…?” the Apple family matriarch asked, shaking her coat free of the remaining ice shards. “Ah’d just cornered Lulamoon and then…” She blinked as she remembered.

“She hit you with an elemental ice spell,” Eclipse explained, bathing her in warmth and offering her water, the combination of which quickly restored her power. “One even she didn’t know she could cast. It’s not your fault, Annie. None of us knew she was an ice elemental. Not even Trixie herself, it would seem.”

“Yeah, well, that’s twice now I’ve been hoodwinked! And I want payback for it!” she proclaimed, then set her eyes on Nightmarity.

“Huh? You?” Annie Smith sneered. “So yer back, and this time, ya got Timberwolf magic in you? That means AJ and Big Mac converted you! So what did you do with mah kin, Nightmare?” She approached the other mare menacingly, causing the tigress Opalescence to interpose herself, growling low.

Nightmarity regarded her with something more than idle interest. “Nothing but give them a real queen. And if you wish to be with them, all you need do is join me, Granny Smith. I admit I am impressed by your power, and your ability to retain your intelligence, unlike your grandfoals. Through you, I could control not just them, but all the Everfree packs. You would make an excellent addition to my entourage. A general of my legions, in a manner of speaking.”

“It’s Annie! And Ah don’t answer to you, demon! Ah already made a deal with Clipsie here! And call me old-fashioned, but when Ah strike a deal, Ah keep it!”

“How predictably puerile,” Nightmarity rolled her eyes. “So be it. Even without her, I control three Element Bearers, Twilight, making activation of the Elements of Harmony impossible—though I suspect they would be unusable by you in this form anyway.” She gestured to Eclipse with a wave of her hoof.

“Then I suggest you think again,” Eclipse replied, her eyes narrowing once more at the use of her old name. “I am still the Element of Magic and the Avatar of Friendship. My evolution simply redefines what those mean. And friendship does not extend to ancient dream demons who stage hostile takeovers of my friends!”

“Hostile?” Nightmarity laughed. “Unlike you, who seek to forcibly convert all you meet, I only took what was offered to me. But perhaps I misspeak.” She directed her gaze to her winged companion. “Tell me, my dear Flutterbat—what do you think of Twilight taking your beloved Discord away from you?” she asked Fluttershy, who was nuzzling and shielding him.

Fluttershy’s answer was an angry shriek and hiss directed right at Eclipse, whose jaw clenched as she saw her friend’s red-glowing eyes and bared teeth.

“So you’ve bewitched her too,” the latter decided. “One more thing you must answer for.”

“I do not answer to you, darling. And I promise that before this night is out, you and your so-called soldiers will fall under my fold—as will Celestia herself. For if Discord is useless to me, then I will simply take her in his stead.”

“Uh, yeah… about that…” a previously silent Pinkamena Diane Pie spoke up as her sisters cringed, exchanging nervous glances. “That might not be such a good idea right now.”

Nightmarity spared her a disdainful look. “And just what is that supposed to mean, you ridiculous pink clown?”

Pinkamena’s eyes narrowed, as did that of Limestone and Maud. “That’s Pinkamena. And if you think me merely a clown, Nightmare, I suggest you think again. I am not who you remember, and if you weren’t inhabiting my friend, I would end you.” She licked her blade meaningfully.

The former Rarity considered that, then smiled. “Hmmm… I take it back. I think I rather like you, Pinkamena,” the unintimidated Nightmarity corrected herself. “You will do well as my enforcer—once you’ve been properly conditioned like the good Prince here, that is,” she summoned a collared Blueblood forward again, who immediately served her grapes and wine he materialized with a flare of his horn. But even as he did so, the ground suddenly shook and dust fell from cracks in the ceiling as everyone present sensed an immensely powerful—and very hostile—magical nexus approaching at high speed.

Eclipse paused for a moment, then turned slowly as she met Pinkamena and the Pie sisters’ sheepish expressions. “You didn’t…” she suddenly facehooved as she recognized the magical signature and quickly deduced what had happened. “It was too soon!”

“Sorry, Queenie. But she was right there, and just like Nighty, we thought we could take her instead of Discord. But then…” The rest went unspoken as the wall blew in to reveal a furious Celestia, sporting male equipment with a fiery mane and tail, her orange pupils slitted against a black background and teeth pointed as she bared them with a snarl. Her monstrous visage caused Marble to hide and even Maud and Limestone to take a precautionary step back from her, while a still-bound Starlight found she just wanted to curl herself into a ball and cry as all her worst nightmares came to life at once.

“Where is he?” she demanded to know of all present without preamble, her enraged roar a far cry from her normally soft-spoken and friendly nature.

“Huh? Where’s who?” a suddenly-nervous Shadowdash asked as Eclipse turned very slowly and deliberately to face her former and very furious mentor.

“I’ve traced him here! Now WHERE IS HE?” she thundered again in her Royal Canterlot Voice, her mane and tail ablaze and immense alicorn energy all but radiating off her, redoubled by whatever the curse had done to her; her sheer level of power even giving Nightmarity pause. “Where is my darling DISCORD?”

Though surprised at the sudden hug from the no-longer-equine Trixie, Sunset returned it, letting the other mare cry herself out. She tried to reassure her even though she didn’t yet know what had happened to provoke that reaction, wondering if it had anything to do with the earlier aborted message from Starlight she’d received through the journal.

“It’s okay. I’m here...” Sunset soothed as she held the pony-turned-human close. “I know what you’re going through. It’s going to be okay.”

“Nothing will ever be okay…” Trixie choked out, then she fully noticed her counterpart, who had finally made her way to the front only to freeze in her tracks.

Their eyes locked and both flinched, jaws dropping. “But… but… there can be only one Trixie!” the white-costumed human one claimed as she drew her stylized sword and pointed it directly at her doppelganger, its tip shaking. “Who are you? Where did you come from?” she demanded to know.

“Trixie, back off!” Rainbow ordered, stepping between them. “We were talking about this earlier, remember? This is the pony version of you! She came through the portal and got turned into a human for it. We’re still trying to figure out why.”

Trixie gaped at that. “What are you talking about? She can’t be me! She’s an imposter!”

“Imposter?” The pony Trixie repeated in disbelief, surprised to feel a flare of indignation even after all that had happened to her.

“Yes, imposter! Listen to her! She doesn’t even sound like me!” Trixie kept her sword pointed at the other girl.

“Huh? They sound exactly alike to me!” Indigo protested.

“WHAT??? My voice is MUCH higher pitched than hers!” the two Trixies chorused, pointing at each other, one with a finger and the other with her sword, the latter until Rainbow decided it would be best to relieve the clearly rattled human Trixie of it, using her speed to pluck it away.

“Great. It’s Trixie in stereo.” Applejack made a show of twisting a finger in her ear.

“Everyone, back off!” Sunset ordered. “Give her some space! It’s her first time crossing over, and the presence of so many humans is probably freaking her out—never mind the fact that she suddenly is one!” She recalled with a grimace her own experience of her initial passage. “AJ, get her something to drink, will you? And the rest of you, clear out!” she directed again, nodding gratefully as the three Principals and one Dean herded everyone away.

“Will do.” Applejack answered, going back to her serving table.

“You poor thing,” Fluttershy gently wrapped a blanket around her. “It’s okay. You’re safe now,” she said in the same tone she would use to entice an injured animal to come to her.

“Safe?” Trixie’s eyes darted nervously as she tugged at the blanket with her as-yet unfamiliar fingers. “Trixie doesn’t think she’ll ever be safe again!”

“Here, drink this,” Applejack spooned a ladle of punch from her serving bowl into a fresh plastic cup. “Don’t worry, it’s just some party punch—Apple Cider and one or two other things.”

Trixie moved to accept it, then froze. “Wait—it’s not Zap Apple Cider, is it?”

“Uh… no?” Applejack traded a confused look with Rainbow, who shrugged. “It’s just plain old apples. Reckon Ah know every apple breed in existence, but Ah’ve never heard of Zap Apples.”

“Thank the sun…” was all Trixie could say as she was surprised to taste the bite of some exotic alcohol as Fluttershy helped her grip with her unfamiliar appendages, gently wrapping them around the cup.

“Okay. So why are you here, Trixie?” Sunset asked after she’d downed about half the drink.

“Trixie does not know where to begin…” She struggled to hold the mug in her new human hands. “And Trixie fears for all Equestria if she cannot explain it properly!”

Sunset smiled at that, sharing a knowing glance with her friends as the Shadowbolts and Flash’s band began drifting back over, talking softly amongst themselves. “It’s okay. You don’t have to explain anything. Just hold still,” she instructed, not waiting for a reply before laying her hand on Trixie’s bare arm. The latter flinched at the contact, feeling the renewed intrusion on her mind as her latest memories were replayed, from the start of the evening to all that had happened in its wake.

But Sunset’s presence was far more warm and friendly than Eclipse’s had been, and when it was over, Sunset withdrew her hand and fell back against the statue wall heavily, bringing her hand to her forehead to rub her temples. “Hoo boy…”

“Y-you see now?” Trixie asked, her hands trembling again. “We’re all in danger! And I can’t go back!”

“I saw,” Sunset confirmed grimly, then put a comforting hand on her shoulder. “What you did was very brave, Trixie.”

“Starlight was the brave one.” Trixie couldn’t restrain her tears. “For all Trixie could do in the end was abandon her!”

“Starlight?” Twilight spoke up for the first time. “My counterpart’s apprentice?”

Hearing her voice. Trixie’s eyes locked with Twilight’s, widened…

And then she shrieked again, hiding behind Sunset.

“Huh? What did I do?” a confused Twilight asked, wondering if her attorney attire had somehow scared the former mare.

“Nothing. But unfortunately, her reaction to you makes perfect sense…” Sunset explained, taking a half-step to the side so Twilight was once more in plain view. “Don’t worry, Trixie. It’s alright; I promise. This is Twilight Sparkle, but she’s from this world, not Equestria. She’s not like Eclipse. She’s just a human girl, just like the rest of us… er, well, aside from you and me, that is.” She gave Trixie’s shoulder a gentle squeeze. “She’s not going to hurt or convert you. You’re safe here, okay?”

Trixie sniffled, casting a nervous glance from Sunset to the human counterpart of Twilight Sparkle, “Y-you mean it?”

Sunset smiled and gave her a nod. “I do.” Meanwhile, Twilight, who while unaware of the details surrounding Trixie’s current state, gave a nod as well. Trixie seemed to hesitate for a moment before relaxing, if only a little.

After giving the distraught pony-turned-girl another reassuring smile, she turned to the rest of the group. “Right… so, girls, there’s no other way to put this: Equestria’s in trouble and needs our help...” Sunset followed that statement up by detailing what she’d seen in Trixie’s memories to everyone.

Her explanation elicited not shock to the pony Trixie’s surprise, but a series of sighs and exasperated groans.

“Oh, my.” Fluttershy blushed when the story was done. “That sounds…”

“Strangely familiar?” Rarity finished with surprising calmness over crossed arms, idly tapping a finger on her bicep in her prosecutor’s attire.

“Wait—so what you’re saying is that the other Twilight has gone the same way as this one?” Indigo asked, pointing at the human Twilight, who had buried her face in her hands.

“Twilie? You mean my Twilie?” Flash had to make sure.

“Yes and no,” Sunset replied carefully, praying her explanation would not cause Flash to try something very rash. “It’s your Twilight, but she’s been magically corrupted. From what I saw in Trixie’s memories, she’s turned evil, Flash.” She decided against sugar-coating it. “Along with the rest of the pony element bearers. They’re under the influence of what ponies call a sexually transmitted curse.”

“A… what?” the Shadowbolts and Rainbooms chorused, along with Flash and his band as the three principals and one Dean shared a look of their own.

“Think of it as a magical Sexually Transmitted Infection. They’re rare and usually more or less benign in Equestria, but not this one. Wherever it came from, it’s incredibly powerful and virulent—it turns its hosts predatory and compels them to spread the curse further, screwing anyone and everyone they can.

“Judging from Trixie’s memories, it takes the basic personalities of its victims and severely warps them along with their bodies. In Twilight’s case, it turned her into a thestral—that’s a fancy name for a bat-pony—and then she decided to further the curse by taking over Equestria and ruling it as Queen.”

“She did? Nice!” Lemon Zest rubbed her hands together gleefully as Flash was at a sudden loss for words. “So now we get two Midnights! And that means nonstop fun for all of us!”

“Yay!” Pinkie agreed, producing pom-poms from somewhere, to looks of disbelief from the others. “So finally pony-Twi lightens up!”

“Huh? What do you mean, ‘finally’?” Spike voiced the thought everyone else had, causing Pinkie Pie to blink and whistle innocently again.

“Great. So it’s another sexpocalypse, only this time on the pony side of the portal?” Rainbow rubbed her eyes, ignoring the pair. “Okay. Then the question becomes, just what can we do about it?”

“Nothing!” the recently arrived Trixie exclaimed, then caught herself. “N-nothing. You c-can’t fight Eclipse,” she told them, nursing her remaining cider. “Starlight tr-tried and got clobbered. A-and worse, that Twilight already said she intends to take over this world too!” she announced to the consternation of the human bearers.

“Starlight sent me to warn you. She had a plan, but take it from me—there’s no way to stop Eclipse! If you want your world to be safe, you’ll have to seal the portal permanently!” she told them, then went crestfallen. “Even if it means Trixie has to stay here as a human forever…”

“Leave my Twilie evil and corrupted? That’s not gonna happen!” Flash promised. “I’ll cross the portal right now to save her!”

“You and me both, brother!” Rainbow promised, raising her left arm while twisting her right hand over the large bracelet on her left wrist. “We’re gonna cure her! But how…?” she suddenly wondered.

“That’s the million-bit question…” Sunset confirmed. “Starlight Glimmer indeed had a plan to deal with it—she telepathically implanted it in Trixie’s mind. In a nutshell, she wanted to use the Element bearers on this side to cleanse the ones in hers, who could then use the power of their elements to disperse the curse in turn.”

“Huh? And just how’s that supposed to work?” Applejack asked as Sunset sat down heavily on the statue base beside a still-shivering Trixie.

“I’m not sure. In simple terms, she thinks that the activation of the Elements of Harmony from here is the only way to fix things there, but that has… practical difficulties. Short of crossing over ourselves, I don’t know how we can do it remotely. And that would be very dangerous for us. If Twilight, or ‘Eclipse’ as she now calls herself, is ready for us, we’d be walking right into a trap,” Sunset mused.

“If it was me, I know I would set one…” Twilight murmured, suddenly and sorely afraid Midnight was listening in on her thoughts despite her best efforts.

“And that’s the other thing,” Sunset realized. “According to Trixie’s memories, she smashed the portal’s power conduits on the other side at Starlight’s instructions, making it so once she used the portal, it couldn’t be used again until it was recharged—which was good thinking on Starlight’s part, but it also means we can’t pass through right now. Sorry, Flash,” she added, experimentally putting her hand against the normally-yielding stone surface of the statue only to find she couldn’t enter it.

“And then there’s the fact that even if we could cross over safely, I’m not sure we have the means to defeat her if we can’t play our instruments to tap our full power. We’d be changed into ponies by the passage, and you’ll understand that unless you’re a unicorn, guitar’s just a little more difficult with hooves.”

“Actually… we might have the means. Both to pass through the portal and defeat this ‘Eclipse’,” Twilight spoke up. “I-I mean, I think I know how to charge the portal. And as I’ve developed the means to restrain myself as Midnight should she ever emerge again, it might work on the other me as well.”

Everyone instantly turned towards her. “You did?” Indigo asked, exchanging glances with her schoolmates.

“Yeah,” a still-shaky Twilight said, taking another stiff shot out of a flask offered her by Pinkie Pie as Spike curled up reassuringly on her lap, knowing his presence helped keep her owner’s other self at bay. “I wish I could say I wasn’t afraid of her. But the truth is… she scares me half to death, and like you saw, sometimes she still tries to speak or act through me. So I came up with… this.”

She produced a pendant-like mechanical device from under her blouse. “It’s a much-improved version of my original energy siphon. Just like the last one, it drains and stores the host’s magic for later analysis or retrieval. The biggest improvement is, it’s not indiscriminate—it can be targeted and remotely triggered so it won’t just suck up the magic of everything around it,” she detailed.

“This one is keyed to Midnight’s magical signature. If she attempts to remove it or her power exceeds a certain threshold, it triggers automatically and depowers her instantly. Meaning even if she does emerge like she did here, she can’t do much damage and the rest of you can deal with her.”

“Clever. But how did you make this without Midnight knowing?” Sunset gave it—and her—a wary look.

Twilight hesitated before answering. “I used the shards of the Memory Stone,” she admitted with a grimace, to the shocked looks of her classmates. “I found I could capture and target the remnants of its magic at certain areas of my brain, so I used it to keep Midnight from knowing what I was working on—and then temporarily blocked my own memories of it afterwards so she couldn’t figure it out.” She held up what looked like a small pen with a chip of the memory stone at the top.

“So you invented a Neuralyzer?” a nervous Pinkie exclaimed, then donned a pair of dark glasses.

“Basically,” Twilight confirmed, resting a hand on Spike’s back, taking strength from his comfort and presence. “It was that or me and everyone else would forever be at Midnight’s mercy!”

“Twilight…” Sunset rubbed her eyes, wondering if she could ever get through to her friend that Midnight was in fact a part of her and suppressing her only made things worse. You know, Zesty’s right about that much… problem for later, though!

“Fine, that’s a definite option at this point—though getting it close enough to Pony-Twi might be problematic. She’s sure to recognize any odd tech and have spells to block it—especially if she’s truly planning to cross over,” she reasoned. “But then again, how could she without losing all her power?”

She didn’t get a chance to ponder the answer before her phone and Twilight’s buzzed with an incoming text message, sounding an odd ringtone she’d never heard before. “Huh? Who’d be texting me this late?” she wondered aloud as she pulled out her smartphone and Trixie studied it in some confusion.

When she clicked on the message, it was just a gif of her former cutie mark and Twilight’s circling around each other. Upon clicking the image, it opened her map app and then, instead of displaying her own city, it turned into what she recognized as a somewhat stylized map of Equestria, focusing in gradually on the location of Ponyville and then what she remembered was the site of Princess Twilight’s castle, the two cutie marks somehow circling it. “What’s this?”

“I’m getting it too…” Twilight said uncertainly, turning the phone around to show everyone the same gif. “And I don’t recognize the sender.”

“That’s the Friendship Map!” Trixie exclaimed in some shock, peering at the screen over Sunset’s shoulder. “And it’s calling you both to Equestria!”

21: On the Move

Among Canterlot’s elite, there were few ponies as unflappable as the Court Bard, Delta Requiem.

A pegasus mare gifted with the rare ability of spellsinging, in effect enabling her to cast spells via song, she had a reputation for keeping calm in the middle of crises, and was almost always wearing a smile or smirk of some kind, as though she knew things that others didn’t. Which was very often the case, given both her power and the fact that she was one of Celestia’s most trusted agents and advisors, able to entertain guests and carry out covert operations in equal measure.

But she wasn’t smiling right now.

Delta had not participated in the Nightmare Night celebrations this year, as she’d recently come home from abroad in the Griffon Kingdom on a trip that was half concert tour, half diplomatic mission. She’d normally not trust Discord with such festivities or alone with the Princess any further than she could throw him, but the Princess had insisted he was trustworthy as long as he was having fun, and she knew Celestia well enough to realize that she was—unbelievably—looking greatly forward to some quality time with her former Draconequus drakefriend and the chance to cut loose, knowing Discord could cover her tracks and give her the perfect excuse to do so quite readily.

In the end, Delta had acceded despite her misgivings, simply out of fatigue more than anything else. With everything that had happened on her overseas trip, from concert scheduling snafus to locking wits with an Ibexian agent that sought to undermine her negotiation of a new trade agreement between Equestria and the Kingdom, she found she wished only for a few days of rest. Unfortunately, fate was against her tonight, as she was woken up by what, to her, sounded like a magical bomb going off in Canterlot.

She was out of bed and at her window in moments, her ears tracking back and forth, trying to locate the source of the disturbance. For Delta possessed a uniquely sensitive set of ears; as an adjunct of her powers she could ‘hear’ the ebb and flow of magic throughout her general vicinity quite keenly. And something had happened that threw the local magic severely off-kilter.

It took her a few moments to track the source, and another to actually spot it. When she did, she sat back heavily. “Princess? But How?!” she asked, as she watched what was clearly a magically corrupted Princess Celestia fly off in the direction of Ponyville, her mane filled with fire and possessing what looked to be male attributes as well as a much greater level of power—or perhaps she simply wasn’t restraining herself any longer as a byproduct of whatever evil magic had grabbed hold of her. “How did this happen?” she wondered again.

Her first guess was that Discord was somehow to blame, but she didn’t sense him at all, which was in itself very odd—if it WAS him, he’d no doubt be nearby gloating to anyone and everyone while laughing in his usual, uproarious tone! she realized, and then picked up several other odd magical signatures that she recognized as belonging to Pinkie Pie’s curious means of movement. A moment of focus however made it clear only one belonged to the Element of Laughter; the others were similar, but not quite like that of Pinkie Pie. Altogether there were four unique signatures, and the earth pony magic that underlay them seemed… different, somehow. Enhanced but twisted in a manner she couldn’t yet quantify.

With that, she woke up fully. “Canterlot Castle to Delta; Magical Crisis on dragonfire gem one…” she muttered to herself as she splashed some water on her face to try to refocus and gather herself for the difficult and critical tasks ahead. Sighing, she grabbed her cloak and clasp from where it lay beside her bed and donned them, outfitting herself in her usual regalia.

Once she was sure they were securely in place, she went out to her balcony again, preparing to go after her tainted princess. “Priorities,” she murmured to herself, half wondering if somepony had arranged all this just to deprive her of sleep. “As per contingency plans, I’m Celestia’s failsafe if she goes rogue. We’ve planned for this; I just have to contain her until the Elements can purify her, then find out what the hay happened to cause this and shut it down.” She allowed herself a wry smile as she stretched her wings and prepared to take flight. “Given that we’re heading for Ponyville, the first part shouldn’t take too long…”

In comparison to their earlier conquests, the CMC had little issue with invading Silver Spoon’s abode and converting both her and her entire family.

For the latter, they had allowed her best and longtime friend to do the deed, sending Diamond Tiara into her bedroom while they stayed downstairs and took her parents and grown older sister, who’d already been driven halfway mad by a simple walk home in the rain and were making out hard on the downstairs couch while Silver Spoon slept upstairs.

In the end, they surrendered themselves to the enticing and overpowered Crusaders quite easily. Before long, the three former fillies had added another Kirin, Cyber Pony and Timberwolf to their ranks, leaving them to their lovemaking and stated desire to find their neighbors while the newly adult Crusaders collected their friends for further fun.

“Welcome to the new and improved CMC, Silver Spoon!” Fireflight invited her newly adult, newly Kirin and newly very well-endowed friend, giving her an affectionate hoof noogie that quickly turned into a fresh makeout session as the other Crusaders looked on in delight and approval. They couldn’t help but note Silver Spoon’s exotic Kirin features, her brilliant silver mane and tail tassel to go with a slightly darker gray coat an addition to very dark gray mask around her eyes and the striped reddish horn jutting out of her forehead, far more curved than a unicorn horn would be.

“Thanks! Wow, I really needed that. I love these new abilities, too!” She disappeared in a flash of fire to rematerialize across the room, only to frown at the smoking hoofmarks she’d left. “May have to watch myself now, though…” she admitted as Cyber Belle extinguished the flames. “Sorry, Mom and Dad!”

“Quite all right, dear!” her equally Kirin but formerly unicorn mother, Fine Flatware, answered slightly breathlessly as she was rutted hard in her tailhole, her tongue lolling out as her husband, Copper Cutlery, rode her to orgasm once more. Her climax caused her own form to briefly ignite, scorching the floorboards beneath her.

“Well, as it seems I have the same issue, we’ll just have to fireproof everything. Tomorrow, though! Are you going out with your friends again…?” Fine Flatware asked while her Timberwolf husband rumbled happily as he knotted her tail, turning around so he was facing away from her with a sigh of relief and a goofy grin on his muzzle as their oldest and now-androidified daughter Fruit Fork recorded the festivities through her eyes for future playback and fun, pleasuring herself by stroking her new cybernetic organ all the while.

“Yeah! If that’s okay? Diamond Tiara says we’re gonna go visit Ms. Cherilee!” she announced to eager nods from the others.

“Oh!” her mother blinked, then nodded. “Oh. Well, okay, then—you’re an adult now, after all! But before you leave, come and give your mother a kiss!” she invited, and Silver Spoon promptly took her up on that, kissing each of her parents and then her big sister passionately in turn as her friends looked on, thoroughly enjoying the scene.

“Sure ya don’t wanna stay here?” Timberbloom asked as Silver Spoon joined them again, her tapered half-equine, half-leonine erection drooling glowing and slightly smoking liquid on the floor. “They look like they’re havin’ a whole lot of fun!”

But Silver Spoon only shrugged. “Ah, they’ll still be here later! We were supposed to go to the park tomorrow, so I’ll have more fun with them then. And besides, Ah wanna get Ms. Cherilee before anypony else does! I wanna be the one to convert her!” she said to eager nods from the others, then led their next cheer.

“Cutie Mark Crusaders, Teacher Transformators, YAY!”

“Or wait, is that even a word…?” Fireflight wondered as she hovered on her fire-tipped Phoenix wings and led the group out the door.

“It’s not in my dictionary!” Cyber Belle noted, more text scrolling across her eyes.

“Ah don’t know. But reckon we can ask Ms. Cherilee when we see her!” Timberbloom pointed out. “Last one there’s a rotten apple!” she announced as they alternately raced, flew, phased through the floorboards or teleported out the door.

Starlight Glimmer was certain the fates themselves were toying with her as she witnessed one of her greatest nightmares brought to life, silently praying she could just close her eyes to wake up and find it had all been a dream.

“I’ve traced him here! Now WHERE IS HE?” the altered Alicorn that had previously been Princess Celestia thundered again in her Royal Canterlot Voice, her mane and tail ablaze and immense Alicorn energy radiating off her. Its intensity was redoubled by whatever the curse had done to her; her sheer level of power even giving Nightmarity pause.

“Where is my darling DISCORD?” she demanded of all present, and then her fiery pupils fell upon his limp form. The formerly potent Chaos God stared back at her in shock as Fluttershy bravely interposed herself, flaring her large membrane wings protectively and trying to ward the crazed Sun Princess off with her stare, to no effect.

“Greetings, Princess Celestia,” Eclipse offered carefully to her enraged regent, bowing low and flaring her wings before her like she was but her student and subject again. “Be assured Discord is temporarily immobilized and depowered but otherwise unharmed. And I will be more than happy to return him to you—once I can be assured he will serve me.”

Celestia, or whatever she had become, was completely unplacated by her promise, scanning Discord with her magic and quickly determining his condition. “He can’t move or cast? What sorcery is this?” She attempted and failed to remove the amulet around his neck herself before rounding on her student again. “Just what have you DONE to him, Twilight Sparkle?

“Nothing permanent, I assure you. He’s trapped by a simple application of Harmony magic, and thus, it will take all the Element bearers to release him from it. I simply couldn’t let him interfere in my plans until he’d been… properly reconditioned. And I am no longer Twilight Sparkle, Princess. No longer a Princess either! As of this moment, you may call me Queen Eclipse!” She stood up straighter before her former regent.

“What? A Queen? You?” Celestia, or whatever creature she had become, openly laughed. “Spare me such ridiculous notions. You know nothing of power or ruling a nation, my overly-ambitious apprentice! But in time, you will learn. I am ruler of this realm, and no longer will I take a passive role! I will rule not just Equestria but the entire WORLD! Not as Queen, but as Empress, with my sister and my beloved Discord at my side!” she proclaimed grandly as a still-bound Starlight was certain that somehow, this was her fault as well, and worse, simply switching cutie marks wasn’t going to cure it.

“I am Power Incarnate; the Avatar of the very Sun! So call me Celestia no longer, for that weak and worthless being no longer exists! Now and forever, I… am… DAYBREAKER!” she announced for all to hear, releasing a massive wave of fiery magic that let all present know she could consume them in an instant in her sun-fed flames if she wished.

“Remarkable…” The unperturbed Nightmare considered her lazily as she listened to her former enemy’s speech. “I knew you had a dark side, but never thought it was this potent, my dear Daybreaker.”

It was only at the sound of Rarity’s voice that Daybreaker noticed the Nightmare. “YOU!!!!” she all but snarled and took a menacing step towards the possessed mare, who regarded her coolly even as her flames burned hotter, causing Annie Smith to take a nervous step back and find a patch of wood in case she had to make a rapid exit. “You DARE show your face in my presence again, Nightmare?”

“Why, hello, Tia,” The Nightmare greeted with a mock bow that went no deeper than her neck, not moving from her lounge. “I must say, it’s so good to see you finally embrace your inner evil. I must admit, I never knew you had this level of repression within you. Such a pity. For if I had, I might well have attempted to possess you instead of your sister!”

“Foalish demon! I am NOPONY’S puppet, least of all to a failed usurper like YOU! I spared you once, but this time, I will NOT be so merciful!”

“Ah, but you didn’t, for the sake of your sister. And if you attempt to do away with me now, you slay one of your very own element bearers. So tell me, Tia—are you that far gone?” she asked in only idle curiosity.

“Far GONE? I have in fact arrived, Demon, in my purest and most powerful form! I am finally free to rule this realm properly, unhindered and uninhibited! And I will start by removing ALL threats to my rule!” She charged her horn, which crackled with raw magic before Eclipse interposed herself.

“Stand down, Princess,” she requested politely. “I will not let you harm my friends—even a possessed one—or rule this realm as a tyrant,” she warned.

“HA!” Daybreaker mocked. “It would appear, my deluded former student, that I have coddled you too much! That in the course of your training, I neglected the most important lesson of all—how to be a proper ruler! Perhaps if I had made you my lover as I did Sunset Shimmer, you would have remained loyal to me! But perhaps there is yet time to rectify that oversight!”

Her grin turned evil and lascivious all at the same time; her massive stallionhood rising to erection beneath her belly, reaching proportions even impressive for her larger size. “So be it! I will teach you all my considerable erotic arts in addition to the Imperial ones, and when it is over, you will be both a loyal lover and a worthy satrap to my eternal rule! Before long, all beings of BOTH worlds will worship the glory of the sun!”

“Or sunbutt,” Pinkamena couldn’t resist a dig, earning her a fiery glare and shocked looks from her sisters and the corrupted weather team, who immediately stepped or flew back from her.

“Such insolence will NOT be tolerated, Pinkamena Diane Pie! Not even from a former Element Bearer!” Daybreaker warned. “For I am not the Celestia you once knew! In place of a weak Princess, you will have a mighty Empress, as dark and as terrible as the dawn! As treacherous as the sea! Stronger than the foundations of the very earth!” Her mane blew in a summoned tempest as raw magical power crackled around her in a display none present could match or hope to resist. “All shall love me and DESPAIR!”

“How original.” The unimpressed Pinkamena rolled her eyes and picked at the grooves of her hooves with the edge of her knife.

Eclipse looked upon her mentor’s assets in something close to longing, her own stallionhood rising to attention for it. But nevertheless, she forced herself to deny her own desires. “As fun as being your student and lover might be—I can only imagine all the sensual spells and tricks you know from your long life!—I’m afraid I cannot allow that, my former instructor. For it is clear that you have lost your way even as I found mine. And for it, it is time that I ascend to my proper place as ruler of Equestria, as I now realize was always my destiny to be!”

“What? You dare to stand against ME, Twilight Sparkle?” Daybreaker demanded to know, baring her large and pointed teeth. “Without the Elements, you cannot hope to defeat me! I have been an alicorn for far longer than you, and with my true self unleashed, my power dwarfs even yours!”

“It’s Eclipse. AndI dare, my former teacher. You intend to rule the world with an iron hoof? I intendto rule through friendship and love; though the sharing of my gifts and sensual arts with others, as is my place as the Element of Magic and Avatar of Friendship! And if you cannot see that and seek to resort to brute force in your rule, then you must be stopped. Fortunately, I have the means to do so.” With that, she cast a complicated incantation that encased Celestia in a shield while also summoning her tentacles again, which quickly wrapped around her mentor to restrain and pleasure her.

“Such impressive, if not sorely misguided, delusions.” Daybreaker looked more amused than alarmed at her constructs. “But fear not, my wayward student. For I will quickly disabuse you of such foalish notions of superiority! Over the course of my tutelage, you will learn your place, Twilight Sparkle, and how to properly pleasure your Empress! For your destiny lies where it always has been—at my side!” The castle shook as she began to break her magical bonds with contemptuous ease, snapping them one by one with a toothy grin while a series of spreading cracks appeared in Eclipse’s shield.

Despite the overwhelming display of power, Eclipse did not flinch. “I’m afraid you’ve got it backwards, my mentor,” she said, and then summoned a small crystal in a vial from right out of the floor, and, instead of taking it in her aura, she picked it up in her gilded hoof and threw it right at the corrupted Celestia, who smirked at the small projectile.

She attempted to pluck it in her aura only for it to pass right through it and the faltering shield completely unaffected, and land at her hooves where the restraining runes were. It broke and, upon contact with the ground, the crystal inside began absorbing the magic of the runes like a sponge, its mass instantly expanding and spreading throughout the runic area, turning them to an exact crystal copy. Within moments its effect had reached Daybreaker herself… and didn’t stop.

The crystallization effect crept quickly up her legs, likewise turning them to the same exotic gemstone, immobilizing her rapidly and shortly spreading onto her torso, progressively consuming her body with chilling ease.

“What is this? Twilight Sparkle, WHAT HAVE YOU—!” Daybreaker shouted just before she lost the ability to speak, the crystal rapidly overtaking her entire body, freezing her vocal chords.

“What have I done? Simple. This is a curious crystal I discovered and named Anticantite. It has the singular property of converting a magically-infused item or being to more of itself, imprisoning but not killing them in the process, putting them into something akin to crystal stasis,” she explained quickly, and with no small measure of regret.

“It is unaffected by most magic, and the more magically powerful you are, the easier it captures you, because the more fuel you are feeding it,” she recited, watching as a shocked Daybreaker was quickly consumed by it despite several frantic attempts at counter-spells. They all failed, but her former student was not quite able to keep the pain off her face for it.

“I synthesized and refined it in the course of my alchemic studies, but decided to keep it secret as it could be very dangerous in the wrong hooves—and because it was an excellent failsafe in case you or Luna ever turned evil again. Or if some other world-ending magical threat emerged when the Elements of Harmony were unavailable,” she noted as only her mentor’s head now remained free of the effect, a look of shock on her features.

“But don’t worry, Princess. My research on it was quite thorough, so I also know how to undo its effects and release you from it. And I will—once your evil side is purged and your loyalty to me is assured, that is,” she promised as the transformation completed and all that remained of her former teacher was an exact crystal replica of her, the very tip of her horn crystallizing last, ending the threat of the power-mad princess. “For you are right about one thing—I do wish to be your lover. I do want to learn as much of the erotic arts from you as I can! And so I will! In due time.”

“Whoa…” Thunderlure spoke first as the process completed and all was quiet again, the magical effect diminishing to reveal a fully crystallized Daybreaker, her form perfectly preserved and rendered by the crystal.

“Wow…” Annie Smith called out. “I’ll say it, Clipsie—I’m impressed.”

“As am I,” Pinkamena granted in what Eclipse realized was high praise. “Have to admit, I never knew you had that level of deviousness in you, Queenie.”

“Wow. I wouldn’t mind having her as a home statue,” Maud granted in total deadpan, going up to and inspecting Daybreaker’s exquisitely shaped erection. “If it was me, I’d put her right beside a Discord statue and enjoy them daily,” she said matter-of-factly, causing the paralyzed Chaos God’s eyes to dart to her in very real fear.

“I did what I had to do,” a numbed Eclipse said as much to herself as the others as she closed her eyes tightly for a moment, then turned her gaze on her possessed friend, her emotions roiled and voice clipped as she addressed the entity within her. “I trust, Nightmare, that this display is not lost on you.”

“Quite,” Nightmarity said from her lounge with a suddenly dry voice, but then smiled. “It would appear I have misjudged you as well, darling. For all your airs of Friendship and Harmony, you are clearly every bit as ruthless as me if you would do such a thing to your own mentor,” she noted before relaxing fully. “But I am not worried. For you would not dare use such power on me. Not so long as I possess the portal. Or your friends.”

“That remains to be seen, demon,” Eclipse replied through a clenched jaw. “But if we are to negotiate over such matters, let us go to the map room, where we may do so formally,” she invited as in the floor above them, the map completed its call to the human realm and the two circling cutie marks faded from view.

As the night wore on, Spike found himself feeling strangely restless.

As his new family brought him a steady stream of additional mates, some more willingly than others, he converted them all in turn, adding them to his still-growing harem. Occasionally, they at least weakly objected, but the barest whiff of his smoke and the sight of his large twin erections quickly weakened their will and silenced their voices… and if that didn’t work, his organ filling their muzzles did the trick nicely; he found he took particular pleasure in making stallions orally pleasure him—or better yet, watch them writhing in helpless pleasure as their tails were impaled on one of his double drakehoods.

In this manner, he converted pony after pony to join his new family, receiving their cries of pleasure, transformations, and oaths of allegiance in turn, and soon found himself with a roomful of half-dragon, half-equine ponies who were openly lovemaking, sitting among them as their king—as their Dragon Lord, he corrected himself; finally understanding his true destiny.

Wow. Who’d’ve ever thought that the contest I helped Ember win also applied to me? he couldn’t help but recognize the irony even as he made out with his two newest arrivals, Lyra and Bon-bon, taking them both in the tail at once.

With now nearly thirty ponies under his thrall and more arriving by the minute, he called a halt to the gathering, feeling strangely troubled.

“What is it, Spike?” Carrot Cake asked as he rode a young filly to orgasm, giving her double drakehoods of her own and making her grow to adulthood for it. “Is there something wrong?”

“I’m not sure…” the now-mature seven-foot tall drake answered, getting up and going to the window to look out over the town, crossing his arms over his erect organs, idly pleasuring a newer unicorn mare arrival with the spade of his tail; she shortly climaxed with a burst of magical sparkles, screaming his name. He smiled at that, but then turned forlorn again.

“I just don’t get it, Mister Cake. I have everything I could ever want or need. All the love and loyalty a Dragon Lord could ever desire. And yet… I still feel unfulfilled,” he admitted, looking down for a moment as his erect organs, which he guessed hadn’t subsided once in the past several hours; as ready to go as ever. “For something is still missing…”

“But what could that be, dear?” a returned Cup Cake asked, now nursing and nurturing not only her foals but all her new harem mates, as two stallions were locked on to her teats, drinking down her motherly milk eagerly. “We all love you. But maybe there is somepony specific you need. Maybe Twilight…?” she suggested gently from her back.

He thought about that. “Maybe…” he finally conceded, rumbling softly as he scratched his chin, allowing Noteworthy and Amethyst to begin pleasuring him anew, laying a paw on each of their heads in turn. “I admit I do miss her. It does seem a bit unfair to not be with her,” he granted, looking out the window towards the Friendship castle in the distance, backlit by lightning as it was. “But no… I think it’s something else I’m missing. But what…?” he asked again, only to suddenly freeze as the answer occurred to him, his slitted eyes going wide. Then, to the surprise of all, he began to laugh.

“Spike, you utter foal…” he told himself as the rest of his forty-pony harem looked on in some confusion. “You forgot the most obvious ponies of all!”

“Obvious ponies?” Noteworthy asked around a mouthful of his Lord’s left organ. “But who?”

“My first loves. My first lovers. The fillies who rescued me when I was in despair over Rarity, ridiculous though I now find my onetime feelings for her,” he explained somewhat cryptically, and then raised his voice for all to hear:

“I give you new orders, my beloved ponies! There are three fillies without whom I will not be complete or happy! Three fillies who earned their ascension and their place at my side!” he proclaimed grandly.

“And who would that be, dear?” Cup Cake asked as she continued to nurse more ponies, finding her milk never running out.

“I guess you wouldn’t know, because we kept it a secret, but… no longer! All of you! Go forth and bring me the Cutie Mark Crusaders!”

The courtyard outside Canterlot High was alive with nervous chatter from students and administrators alike as Twilight and Sunset readied to cross the portal.

For her part, Twilight had packed an assortment of technological toys, even though she wasn’t sure how they’d be affected by the portal passage or the magic of the other side. “I think they’ll make it through,” Sunset decided after giving it some thought. “Past experience has shown that stuff in a backpack or satchel tends to pass through the portal intact.”

“Forget that stuff, Sunset! You need backup to deal with this ‘Eclipse!’ So we’ll come with you!” Rainbow promised.

“Me too!” Flash stepped up, his earlier fear of crossing the portal forgotten.

“No!” Sunset insisted. “No. I appreciate the thought, guys, but the map called us specifically, and from everything I’ve heard, it summons only those needed. I don’t know what bringing along more people would do, but it’s probably best not to find out now.”

“But…” Pony Trixie was beside herself, her eyes darting wildly as she tried once again to convince her new human friends to stay, some part of her wondering what had possessed Sunset Shimmer to not only cross over, but decide to stay in the human realm, which was even more alien and unsettling than she’d imagined. “But that doesn’t make any sense, Sunset Shimmer! If just you two go to Equestria, you’ll be breaking up the element bearers here to do it! And Starlight’s plan required that the human elements be activated! Which means you all have to be present in the same place!” she pleaded.

“Don’t worry, Trixie. The Elements of Harmony actually work a little differently here,” Sunset promised to knowing grins from the others. “See these stones we’re wearing? They’re each infused with magic and grant us each our own specific powers. Mine is memory absorption, as you’ve already seen. And the others…?”

“Super-speed!” Rainbow proclaimed, zooming around the grounds leaving a rainbow trail before finally coming to a stop with her elbow resting on the shoulder of the human Trixie, who flinched.

“Super-strength!” Applejack lifted a full apple bobbing barrel.

“Crystal constructs,” Rarity demonstrated next, forming a shield, and then encasing herself in some elaborate armor. “As you can see, I’ve been practicing…”

“Explosive confetti!” Pinkie added with a demonstration, throwing some up and causing a series of sharp cracks and sparkles in the air. “And it’s so cool!”

“Seriously?” An unimpressed Sugarcoat rolled her eyes over crossed arms.

“And I talk to animals,” Fluttershy shrugged, looking up and frowning. She then whistled and called down a series of bats to hang from her arm. “Oh, you poor dears. We’re disturbing you? I’m sorry. Would you like some fruit punch, then?” she asked them to a series of chittering sounds she took as a collective yes while she walked over with them to the bowl.

“Aw, come on, Fluttershy! I’m not drinking from that now!” Rainbow stuck out her tongue as her friend held the bats upside down over the surface to let them have their fill.

“So as you can see, even separate, we’re not defenseless,” Sunset noted, only for Trixie to shake her head even harder.

“But Eclipse is sure to know that! This is Twilight Sparkle we’re talking about, and if yours is anything like her, you know how she overplans everything! N-No offense…” she added with a nervous glance at the human one, still uncertain if she really was any better than the pony one she’d fled from. “The point is, it’s beyond belief that she wouldn’t be prepared for your crossing or have the means to deal with you when she crosses!” she spelled it out, terrified that the human bearers were about to make the same mistake of underestimating Eclipse that Starlight had.

That gave Sunset and Twilight some pause. “She’s right,” the latter admitted. “If it was me, I’d have contingency plans for everything I could think of. And I can think of a lot…”

“Point taken,” Sunset granted, her Widget face turning frowny for a moment even as it was still muted. “But I keep coming back to this: the map summoned us, and us specifically. Isn’t that right?” she prompted Trixie.

“Y-yes…”

“And has the map ever been wrong?” Sunset followed up.

Trixie had to think about that, but was clearly unhappy at the conclusion she reached. “Not that Trixie knows, but—”

“Then we have to trust in it—trust in Harmony itself. It says we’re needed, so we’ll go. It’ll be okay, I promise. Stay here, Trixie. My friends will take good care of you.”

“Don’t worry,” Trixie told her even as she wondered if, as Eclipse said, her refuge in the human world was only temporary. “For where could Trixie even go here?”

“Oh, we have to show her all around!” Pinkie spoke up. “There’s so much to introduce her to! The school… the mall… Camp Everfree… and all our favorite movies!”

“Pinkie, if you suggest showing her Coital Convent, then by my Granny’s special reserve cider, Ah swear Ah’ll—”

“What? No, silly! I was thinking more of some BoobTube videos! I mean, she should at least know something about who we’re all costumed as, right?” She began flipping through her phone functions.

“Well, maybe…” Applejack granted as Trixie listened in some confusion and Flash approached Sunset.

“Sunset… are you sure I can’t come with you?” he asked. “I really want to!”

“Positive. I’m sorry, Flash, but you wouldn’t know your pony form and wouldn’t be able to do much right now,” she told him honestly.

“But it’s my Twilie we’re talking about! I want to help!” he begged her, still attired in his speedster costume.

“And you can!” She put her hand on his shoulder, then raised her voice so the entire student body could hear. “Everyone, listen up! I’ve thought about it, and maybe there is a way that magic cast here can get through the portal. Get your instruments! For the level of spell we’ll eventually need to fix all this, we’re going to need a massive amount of power!

“And for the amount of ambient magic around Canterlot High at this point, it isn’t just the Rainbooms who can generate it any longer—you all can!” she proclaimed, to some sounds of surprise from their costumed classmates. “You need to guard the portal and, when the time comes, generate a counterspell song the same as the Rainbooms did to defeat the Sirens!”

“A counterspell song? But how?” Flash asked. “Our bands haven’t ever practiced together!”

“Just trust me,” Sunset’s smile turned sly as she squeezed his shoulder. “Trust me that as long as you believe in your friends and your friendships, when the time comes, it won’t matter.”

“If you say so…” he answered with a dubious look at his bandmates, but nevertheless left with them to obey, heading for their lockers.

“We’ll do what you say, Sunset. But there’s still one unanswered question: how do we open the portal if it’s been closed from the other side?” Rarity asked.

“With our own magic,” Twilight answered instantly, reaching into her bag to pull out a second pendant, nearly identical to the one she wore around her neck. “I can use this to drain magic from us and then transfer it to the portal. Simply infusing it with Equestrian magic should open it again—at least temporarily. The magic can come from any of us, and by my calculations, one person’s magic will be sufficient for one transit.”

“Nice. But you keep those with you?” Rainbow pointed at the pendant.

“With so much unfamiliar magic flying around here lately, you just never know when they’ll be needed or some new magically-infused supervillain will need to be drained. But don’t worry—I’ve got much finer control over it this time,” Twilight promised as she saw the dubious looks on her friends’ faces. “The magic we need doesn’t have to all come from one person, either. I just need a little from each of you, and by my calculations, I can charge the portal enough to allow for two passages.”

“See why I like her? She’s smart, and she’s sexy!” Lemon Zest announced, leaning against a sorely annoyed but still aroused Sour Sweet, her elbow jauntily resting on her classmate’s shoulder.

Twilight’s cheeks flushed even as everyone else glared at Lemon Zest, but then the former got a slightly fiendish smile that almost made Sunset think she was channeling Midnight. “But then again, it would be more efficient to take the magic from one person. And for our first volunteer…” She turned the pendant towards Lemon Zest and switched it on, causing it to immediately suck all the magic out of the Shadowbolt girl, who had just enough time to realize what was happening before she suddenly slumped forward, to be caught by Sugarcoat.

“Hey! No fair…” she got out just before she fell limp and shortly asleep to the cheers of her classmates.

“She’ll be fine in a bit,” Twilight promised with a smirk as an approving Sunny Flare attended her. “Might wake up with a splitting headache, though.”

“That all? Pity!” Applejack rolled her eyes. “Reckon Ah still wanna slug her… okay, so that’s one. Who’s the other one?”

“Me!” Flash stepped forward to Sunset’s surprise. She started to object only for Flash to hold up a halting hand. “I’m doing it, Sunset. You and the Rainbooms are our best line of defense, so you guys need to save your magic. If I can’t come with you, then let me at least help you by giving you mine!”

“You’re sure, Flash?” a genuinely touched Sunset asked. “For that matter, are you sure you have enough magic in you?”

“Yeah…” he said, if a bit uncertainly. “After all the time I’ve spent with Twilie, I’m sure I’ve got enough. I can’t sit this one out, Sunset! I gotta help Twilie somehow!”

Sunset exchanged a look with Twilight, who nodded gravely and instantly raised her opinion of him by several notches. “Okay, Flash. Just sit down and hold still…” the latter instructed, then waited until he had obeyed before turning her device on him. As it visibly siphoned him, his bandmates caught him before he slumped forward in a full faint, then laid him out on the bench.

“Poor Flash,” Fluttershy said, releasing the bats to tend him instead, tucking her backpack under his head as Rarity rushed him some water.

“Sweet feller,” Applejack agreed. “It’s funny, though. Ah mean, we went without magic for so long, you’d think we wouldn’t have this reaction to suddenly not having it again.”

“It’s because of magical withdrawal,” Sunset explained as she likewise felt a pang of pity for her former boyfriend. “It’s a thing in Equestria among unicorns, though it can happen to the other pony types as well if you spend all your magic. When you’ve had magic in you for so long, your body feels its absence keenly and can’t immediately function without it. You become exhausted and in extreme cases, quite ill.”

“Really? That makes it sound like a drug!” Indigo pointed out as she helped fan Lemon Zest, who they’d laid out on the grass.

“Trust me, friendship’s a hell of a drug…” Rainbow shared a knowing glance and smile with Applejack as Twilight stepped up to the base of the Wondercolts statue and hit a second control, causing the pendant’s absorbed magic to flow back out and into the portal. It glowed dimly at first, and then with increasing brightness as Twilight continued to feed it more power; Sunset tested it by pushing her arm into it and noting it instantly transformed into an equine foreleg and hoof past the barrier.

“Okay, we’re ready!” the former unicorn mare announced as she mentally centered herself, preparing to become a pony again, reminding herself of how her body would work on the other side as she’d kept trying to walk upright the last two times she’d passed. “I’ll go through first to deal with anything on the other side—we’ll trust the map that we can get through, and even if Eclipse did trap it, reckon I know a few magical tricks she doesn’t after all the time I spent in the restricted wing of the Canterlot Archives back when I was Celestia’s student.” She closed her eyes and smiled.

“So wait about thirty seconds, and then follow me, Twilight. And don’t worry—since you already know how to use magic, you’ll be able to adjust to your pony form just fine.”

“It’s not myself I’m worried about…” a newly nervous Twilight muttered as she gathered her courage and then looked down to realize she was still in the blue business suit and red tie of her favorite character, while Sunset likewise had on her yellow blazer and skirt, white shirt and blue tie. “Um, you know… we’re not exactly dressed for an infiltration mission to Equestria, Sunset.”

Sunset chuckled. “Oh, don’t worry—the portal will take care of that. As soon as we cross, we’ll be ponies and naked.”

“Oh. Then I guess it’s… wait—what?” Twilight called out to some scattered snickers and whistles as Sunset stepped through and was instantly swept forward, out of sight.

Eclipse and Nightmare had been negotiating for twenty minutes by the time the portal flared back to life in the spa it still sat in, now guarded by the Nightmare’s servants. The magical surge was instantly picked up by all present as it disgorged a new arrival, who instantly put down the surprised sentries.

“And now what?” Nightmarity asked, not recognizing the aura’s owner but sensing she was a powerful unicorn mare if she’d been able to overcome her siren servants so easily.

Eclipse instantly recognized the magical signature of the latest arrival, and smiled happily, baring her teeth as she realized her plans to cross the portal and convert the human element bearers were about to come to fruition far sooner than she dared hope. “And now a new challenger appears…”

Author's Note

Another month, another chapter... with at least one more coming and hopefully two in time for Halloween.

I mentioned in the earlier blog posts that this chapter would plug a plot hole in the MLP movie, and specifically, it was what the three princesses were hit with that so easily overcame them and turned them to stone. It was never explained what it was or where it came from, so this chapter sought to.

In a nutshell, it was Twilight's own invention turned her against her, very similar to what happened in the DC comics movie Justice League: Doom where Batman's contingency plans for neutralizing the various members of the Justice League if they ever went rogue were stolen and turned against the team. In my view, Tempest Shadow therefore stole the crystal from Twilight and perhaps tweaked it to make sure any countermeasures Twilight had developed for it wouldn't work. That's something I would incorporate into an eventual fix-fic for the movie if I ever got around to writing it.

Thanks as always go to Denim_Blue, Silentwoodfire, and AJ_Aficionado for prereads, as well as to Leo Archon for contributing a big chunk of the opening section with Delta Requiem, whom you may remember from the original Unleash the Magic: Midnight Rising. She's Leo's character, and appears in many of my works under different guises with the same basic power and personality. My including him is a bit of a thank-you to him for his contributions and help, as Delta's an interesting individual with a rather unique set of abilities and take on things. Her role here? You'll see in due course, as well what she meant by saying she was Celestia's failsafe.

More is on the way. In the meantime, hope you enjoyed the latest!

22: The Art of The Deal

Of all the ways Twilight Sparkle—affectionately known as “Sci-Twi” to her friends to set her apart from Princess Twilight—thought she might spend Halloween Night, crossing the portal to stop her magically corrupted equine counterpart from conquering Equestria and then Earth had not been high on her list.

But now, she found herself poised before the portal, counting down the thirty seconds Sunset had said to wait before following her. She was both anticipating and dreading the passage, uncertain what she would experience on the other side.

She watched with some trepidation as the clock hit zero. “Well, here goes nothing…” she said just before she took a deep breath and stepped through. As she entered, there were a series of circular ripples in the stone face like a rock had been thrown into a placid pond, the portal glowing bright blue with her passage and then fading out slowly.

It was only when Twilight had disappeared completely and the surface glow was gone that Spike could restrain himself no longer. “Twilight!” he called out frantically and before his human friends could stop him, he charged after her into the portal, only to bounce hard off the hard stone surface that made up its no-longer-passable facade. “Ow…” He rubbed the fresh bruise on his head. “Aw…”

“Hey, it’s okay, Spike,” Rainbow picked him up and immediately gave him to Fluttershy, who put down her tambourine to begin tending the rapidly growing bump over his eyes. “Guess Twi was right and the magic she pulled from Zesty and Flash was only enough for two passages. Looks like they’re on their own now.” She couldn’t quite keep the worry out of her voice. “All we can do from this end is wait for Sunset’s signal and be ready to play.”

“They’ll be fine,” Fluttershy promised as she got some ice from an open cooler, wrapping it in a towel to press against Spike’s forehead. “They’re with each other. So I’m sure it’ll be okay. Don’t worry, Spike. Twilight and Sunset can take care of themselves.”

“It’s not that!” Spike grimaced as Fluttershy dabbed at his tender wound. “It’s that I think I’m the only one who can keep Midnight at bay! And if Twilight is over there without me…” He bit nervously on his canine nails.

That gave the others some pause. “We must have faith, Spiky-Wikey,” Rarity said as she pulled her keytar free of its case and slung it over her shoulders. “The map summoned them, and from all we have heard, it doesn’t do so unless they and they alone were needed. We must trust in it, and in them. All we can do now is be ready to assist… or deal with whatever comes through.”

“Still ain’t sure how all this is gonna work, though,” Applejack mused as she began to tune her bass guitar, wondering who to give Sunset’s instrument to. “Ah mean, how’s she gonna ‘signal’ us? And just what are we supposed to do if somebody who’s ‘cursed’ comes through?”

“Blast them with magical music, tie them up, and then give them a cold shower?” Rainbow suggested with a shrug. “I don’t know. I mean, how do we ever deal with this stuff except take it as it comes?” she wondered out loud, but then turned serious again. “Okay, listen up, everyone! All other bands get behind us! Since we’ve got the most magic, the Rainbooms will be in front, but you guys gotta back us up!”

“The Great and Powerful Trixie backs up nobody!” Trixie said angrily as she arrived with her own instrument along with her Huntress-dressed bandmates. “Trixie and her band will be at the front where she belongs! And no buts! Sunset is my friend too, you know!” she added before anybody could protest.

The Rainbooms gave her an annoyed look, but relented. “Fine—I guess you earned it for helping Sunset restore our memories. But you follow our lead, Trixie!” Rainbow directed as the Pony Trixie looked on from the sidelines, trying to make sense of all she was seeing, to say nothing of finally getting a sense of herself from the outside.

Am I really THAT irritating and bombastic? she worried, suddenly and sorely wondering why Starlight had ever put up with her and wishing there was more she could do to help.

Delta slowed her pursuit of the corrupted Celestia as she got closer to Ponyville.

Her enhanced ears were picking up something extremely wrong in the town’s magical flows. Moreover, from what she could tell, it seemed like it was the same magical corruption that had taken Celestia, with all the town denizens either turned various forms of predator or fleeing them, only to be quickly chased down, rutted and somehow converted, rapidly joining the ranks of the already infected.

For her part, Delta Requiem was not unaffected by the sights or all the magical pheromones flying through the air, the latter soaking into her senses and trying to bend them towards more pleasurable pursuits, but she had not been given her post because she was weak-willed or lacked the power to resist it.

“Faust above, did this originate in Ponyville?” the Court Bard breathed as she looked around, quickly realizing that whatever had happened, it was far beyond even her considerable abilities to fix.

“Tell me at least the Elements were spared…” she silently prayed, but the sinking feeling in her gut gave her the likely answer. Deciding to place stealth ahead of speed, the cloaked pegasus mare slowed, and called on her special talent. “I shall soak myself in the darkness of night, hide from mundane and magical sight.”

Had anypony been looking right at her, they would have been perplexed to see Delta’s form shimmer and vanish as a pair of ponies who looked to be half-dragon flew by. They sniffed at the air in some confusion before continuing on their way, intent on finding more ponies to help grow their new Lord’s family.

Delta detected all this in passing with a scrying song of her own design—“power of song, let me see, what thoughts these creatures have for me”—and shivered as she got her answer, recognizing that whatever had happened to them, they were generally anything but unintelligent or brainwashed, working towards their new purpose with very enthusiastic intent:

Spread the curse, grow their families, convert more ponies—or any other creatures they encountered; she saw at least one gryphon being forcibly rutted and turning even more predatory from it—to their cause. Worse, several distinct factions of infected ponies appeared to be forming, as she spotted ponies who had been converted to Timberwolves, thestrals, and even what she could only describe as androids.

“What is happening here?” She had no idea, wondering if it had anything to do with the very lurid scenes she’d briefly glimpsed in the human world some months back, when the boundaries between the realms had been sundered. That didn’t seem to be the case here, however, as she didn’t sense any inter-dimensional breaches. “Thank the Sun and Moon for small favors. Then where did this corruption come from...?”

She had just decided to try and tail the Princess to see if she could lead her to the answers, when abruptly, the Princess’s presence somehow disappeared. “What the…?” She blinked, then turned towards the Castle of Friendship her regent had been previously, where she sensed several dark powers gathering, including one that felt dangerously familiar, causing her to freeze where she flew.

“The Nightmare…” she breathed, realizing instantly that she now had to watch her step very carefully—the Queen of the Dream Demons knew of her, as they’d clashed in the dreamscape more than once, and was one of the few who could both detect and counter her power. She’d be recognized instantly if she approached, even cloaked, and there was no song she could sing that would save herself or Celestia if these abnormally powerful ponies ganged up on her.

With that realization, her shoulders slumped and she retreated from the castle before the ancient entity sensed her. “Checkmate. So what do I do now…?”

“Oh, wow! Now this was totally worth it!” Timberbloom announced as they took Ms. Cheerilee together as one. They’d found her writhing on her bed helplessly pleasuring herself and very receptive to their advances. The second-floor window she’d left open allowed the curse-and-pheromone-soaked air and rain to enter her lungs, leaving her desperate for release and eagerly awaiting the touch of the very first converted pony to find her.

She did not have long to wait as Timberbloom used her new powers to make her bedposts sprout vines and wrap themselves around her arms and legs, spreading them apart, pinning her in place and leaving her helpless before them.

Either due to the curse or a simple fetish, she responded instantly to it, all but pleading to be pleasured, her exposed marehood winking helplessly and soaking the sheets beneath her. But as an apology for what they’d put her through years earlier with the love poison, they offered her the chance to decide what she wished to be—and thus, who would take her first.

“Oh, my…” Cheerilee said as she looked at each in turn with glazed and longing eyes. “I wish I could be all of you! A Phoenix pony… two Kirin… a Timberwolf… and an android?” she said as she set eyes on Fireflight, Diamond Tiara and Silver Spoon, Timberbloom, and Cyber Belle in turn.

“I prefer ‘cyberpony’,” the latter said as she stretched out her hindquarters to show off her new hardware, as well as generating a series of fresh tendrils from her body she could pleasure her teacher with. To entice her further, she turned her tongue into a phallus again, now speaking out an internal microphone around it. “But small semantic distinctions like that are irrelevant and illogical to linger on. Whoever you choose is fine with us!”

“Aw, come on, Cyber Belle! No fair charming her with stuff we can’t do!” Fireflight protested.

“Speak fer yerself! Ah can do it too!” Timberbloom duplicated her friend’s tendrils with additional vines sprouted from the floorboards, which curled themselves around Cheerilee’s teats and swollen clit to a shuddering gasp. As a bonus, the vines quickly bloomed and shortly bore a very lush, ripe fruit, dangling it right in front of her watering muzzle. “How ‘bout an apple for the teacher?”

“Oh yeah? How ‘bout these apples?” Fireflight showed off her large, seed-swollen orbs, hovering over the bed on her wings to place her tapered organ’s tip in front of a twitching Cheerilee’s nose. “I’m hot for teacher! And I promise I’ll heat you up even more!”

“Not hotter than us!” Diamond Tiara claimed, briefly igniting her mane along with Silver Spoon. The pair then teleported to either side of Cheerilee on her bed, sitting up so their organs were pressed against their teacher’s bound hooves. Despite the restriction, she quickly grasped them and began stroking them, openly exulting in the love and attention she was being shown.

“Such wonderful students!” Cheerilee said in delight as she inspected each of them in turn from where she was bound on her bed, licking her lips as she examined the various flavors of phallus each were now sporting as well as their other attributes; sensing her appreciative gaze, they all shifted to show themselves off more openly. “And all grown up! How can I just choose one of you?” she asked them all.

“You know, she’s right, ya’ll…” Timberbloom agreed, barely restraining herself from lapping at her teacher’s juicy strawberry-scented opening with the canine tongue she’d come to use so well. She succeeded, though she did prop Cheerilee’s head up so she could see better. “Reckon it ain’t fair to her or any of us to make her choose!”

“Yeah, I think you’re right…” Diamond Tiara granted, her feline tail wrapped around Cheerilee’s arm as they continued to allow their teacher to pleasure them by hoof. “So what should we do? Draw hay straws?”

“Oh! How about a game of ‘spin the bale’ to decide?” Silver Spoon suggested, drawing surprised looks from the others.

“Huh? You know that game?” Diamond Tiara was shocked.

“Well, duh! Rumble and Button Mash taught it to me just last week!”

“And you didn’t invite me?” Diamond Tiara’s mane and tail tassel started smoking again even as her new organ twitched. The sight caused Cyber Belle to quickly lay down a fire suppression spell on the wooden floor and bed, having come up with one after noting the damage her Kirin friends had caused previously.

“Well, I didn’t know what it was or what they were doing; just that they ‘needed my help’ to try something new. I didn’t realize the rules of the game until they kissed me!” She rubbed a furred hoof behind her head, then grinned at the memories.

“So you did it with Rumble? Thunderlane’s brother? Lucky!” Fireflight pouted, her feather fire burning brighter for a moment. “He’s a really cute colt! And his big brother’s a Wonderbolt!” she all but squeed.

“Dunno. He’s okay, but I kinda had my eye on Button Mash, myself,” Cyber Belle mused as she reached out her tendrils to brush the lips of Cheerilee’s marehood and gently pry them open with their tips, exposing her depths to their hungry eyes.

“Huh? Why? He’s a total geek!” Diamond Tiara asked.

“Well, look at me—at this point, so am I!” Cyber Belle motioned down to her technofied body while she remotely monitored her teacher’s vitals, determining from her heart rate, body temperature and electrical impulses to her muscles what she liked best and doing more of it, her tendrils now probing her teacher openly and progressively more deeply, but carefully keeping her from orgasm while they discussed rutting arrangements and who should convert her. “But did you enjoy it?”

“Sure did!” Silver Spoon’s horn ignited involuntarily, her new Kirin mating aura arousing Cheerilee and all her friends further. “Didn’t stop with a kiss, either! After the first peck, they just made up the rules as they went until they’d both mounted me!” she finished with a coy and wistful grin in an admission she’d never have made before. “Yeah, they were a bit clumsy about it—I mean, it was their first time and all—but it was fun all the same!” Her organ twitched in Cheerilee’s hoof as her equally engorged marehood winked behind her.

“So they rutted you?” Diamond Tiara’s mane and tail tassel erupted in purple flame. “Okay, that’s it! We’re going after those two next!”

“Now, now, Diamond Tiara. Don’t be mad at your friend for having a new experience. Especially when you have a chance to give one of your own right here!” A badly flushed Cheerilee pointed out in her patient teacher’s tone, one that belied her almost-unbearable excitement or the fact that she had multiple erect hybrid stallion organs staring her in the face.

Diamond Tiara instantly relented, extinguishing her flames. “You’re right. I’m sorry, Ms. Cheerilee.” She bowed her head in contrition, leaving the original CMC members and even Silver Spoon reflecting with great satisfaction just how far their friend and one-time enemy had come—there was a time she would never have apologized for anything she did in the past!

“Quite all right, dear. Now if you please, my darling pupils—I really need you to rut my brains out, or I fear I’m about to go mad.” Her voice was calm but her body trembled, her marehood grasping at both the mechanical and organic tendrils that filled her.

The five members of the expanded CMC looked at each other, then back to her. “Well, we can’t keep her any longer, gang! Guess there’s only one thing to do, then!” Fireflight decided as she hovered on her Phoenix wings over the head of her teacher’s bed, positioning herself to take her muzzle from above.

“Yep! It’s the only fair thing,” Timberbloom agreed, withdrawing her vines only to probe lower, closer to her teacher’s tail, leaving her marehood to Cyber Belle.

“Guess we’ll just all have to take her together! Cutie Mark Crusaders, instructor inseminators, YAY!” they chorused as one with an exchange of high-hooves above her, then proceeded to show their longtime teacher just how much affection they truly had for her, rutting her in every way they could.

While the storm raged outside, the two prospective regents sat themselves down at the Friendship Map table, joined by their underlings. To emphasize their respective factions, Nightmarity transformed her side of the room to a scene out of a Steedgyptian palace while the former Twilight kept her side Coltic, the two sets of decor clashing heavily, though only Nightmarity seemed excessively bothered by it.

“I don’t know what disgusts me more, darling—your poor design taste or your inexplicable inability to recognize your better,” The Nightmare said from her side of the table.

“My better has already seen her first plan fail, and has nothing more than a pathetic prince and a crippled Chaos God under her control,” Eclipse noted with some scorn and a nod over to Discord, who was being shielded by Flutterbat from the ongoing interest of the Pie sisters. The former’s paralyzed status did not mean he was incapable of being aroused, and his twin dragon and stallion organs continued to be prominent, drawing the ongoing attention of Maud, Limestone and Marble.

“Believe what you wish, darling,” Nightmarity made herself comfortable in Rarity’s Friendship Map seat across from Eclipse, who was also joined by Pinkamena in her own chair. “I am more than ready to discuss the terms of your surrender, but before we begin, there is a minor matter to attend to.”

“Oh?” Eclipse asked with an arched eyeridge.

“Why yes, darling. For it would seem we have a spy outside, and an infiltrator inside.”

Eclipse frowned. “A spy and an infiltrator? What do you—”

Before she could finish, Nightmarity zapped one of Shadowdash’s newest soldiers, causing her transformation to dissolve and reveal… a black-and-green pony-like figure with emerald eyes and insectile wings over a glimmering carapace.

“A Changeling!” Shadowdash and the rest of her thestral soldiers recognized, instantly tackling the revealed creature and, immune to his magic, brought him before their queen, throwing him on the map table before her.

“Well, well…” Eclipse noted as the Changeling stared at her altered form, wide-eyed and visibly sweating as he was held in her magical grasp. “An excellent disguise if I didn’t detect you. It would seem Chrysalis is still keeping tabs on us, then. Now the question becomes, what shall we do with you…?” she asked idly. “I would love to send you as both a message and curse carrier to Chrysalis.”

“Then let us convert it, my queen!” Shadowdash begged to eager nods from the others, their organs growing instantly erect. “It would seem a suitable punishment given how much they enjoy seducing us!”

“A tempting proposition,” Eclipse agreed, licking her lips, her own erection in evidence. “I would greatly enjoy seeing what this wondrous magic would do to a Changeling. It would certainly be nice to have his hive serve us for a change. He could be our agent to spread the curse to Chrysalis’ hive, and through him, we could bend them all to our will!”

“An interesting idea. But I think not,” Nightmarity replied, and then magically teleported the changeling to her side. She next turned her head to zap a mirror, opening a fresh portal to an unknown destination.

“You’re letting him go?” Eclipse said in disbelief. “When you could use him to corrupt and convert his hive?”

“There is no need. Because his hive already serves me, darling,” she replied, and then held the captured Changeling up before her, who was staring at her in fear. Despite that, his unaltered organ quickly became erect from the sheer amount of potent mating magic in the room, his desire for love making him even more susceptible to it than most.

“I see you wish to service me, my revealed friend. Please me, and I will grant that wish in due course. For now, return to your home and tell Queen Chrysalis that her hive’s former patron has returned, and our original deal remains in effect,” The Nightmare said almost pleasantly, but then her eyes narrowed. “Tell her that she will obey me as her great-great-great grandmother once promised all of her line would, or watch as I turn her own hive against her and cast her out of it—if she is lucky.”

“Y-yes, m-mistress!” The Changeling barely croaked before he was bodily tossed into the portal, through which the structure of his desert hive was visible for just a moment before it closed behind him.

“I thought you had some sense after such a long life, Nightmare. But I suppose not. You truly are a foal if you believe Chrysalis can be trusted!” Eclipse sneered.

But Nightmarity waved off her concerns. “I know she can’t. But that just means she’s useful in other ways,” the possessed mare answered evenly. “For now, that takes care of one potential issue. But another remains. There is a presence outside. An exotic magic whose owner I know well. She has fought me in the dreamscape and thwarted my attempts to take new hosts before. But now that I have one, she is very vulnerable to me.”

She then closed her eyes and smiled before baring her sharp teeth in a menacing and very unpleasant predatory grin. “You have made a grave mistake coming here, Spellsinger. I suggest you flee while you can.”

“Spellsinger? You mean Delta Requiem,” Eclipse’s eyes narrowed and for a moment there was some genuine concern in her eyes. “She must have followed Celestia. Her powers are unique and her presence could be… problematic. I intended to deal with her in due course, but this is too soon. Forewarned, she could be difficult to capture or convert.”

Perhaps for you, darling,” Nightmarity chuckled, accepting a mug of fresh fruit wine from Blueblood, who was now dressed as a Steedgyptian servant. “‘Twould seem she has already detected me and fled—a wise choice. Be assured she will not interfere as long as I am here, and I can deal with her at my leisure. Now to business, then…”

Sunset had been prepared for anything as she reached the other side of the portal.

The passage had been unpleasant, as it always was across the inter-dimensional divide, leaving her feeling stretched out into taffy before being roughly ejected on the other end. But doing it often enough over the last few months had taught her to deal better with its effects, and even spat out as she was, she was able to keep her equine hooves as her surroundings resolved from a swirling cacophony of light into the darkened interior of a large room filled with massage tables, towel racks and shelves of various oils, lit only by the light of magically colored candles and a few Jack-and-Jenny-o-Lanterns.

She’d seen in Trixie’s memories that she’d teleported the portal to the local spa, if not the reason, and had been ready to face down an army only to find a series of a dozen serpentine forms with pony heads, a pink-and-blue pair of them making out as they hovered in the air in front of her.

She had a moment of panic when she realized they were somehow sirens, but lacking much power yet and not expecting anypony to emerge from the other side of the portal, they were surprised and put down quickly by a pair of stun spells.

Stupefy! she thought but restrained the urge to shout, having enjoyed the movie franchise it came from not so much for the plot as what she found to be a comically bad depiction of magic.

Within moments, both were down as she got her first look at cursed ponies, though she quickly gained the attention of the remainder, who began to sing. Their powerful magic and the spoor of irresistible arousal in the air pulled at her very will, trying to tug on her desires, urging her to join them…

To become one of them!

But she had not withstood the best efforts of Midnight both at the Friendship Games and Camp Everfree to so easily give in, particularly to a group who was neither as powerful or desirable as her friend’s alter ego. There were more of them than she could take quickly, however, so she simply dazzled them with a strobelight effect from her horn, forcing them to look away and cease their songs, then teleported the portal to a secret location she knew at the edge of the Everfree, sending herself after it.

Smiling at her successful ingress and escape—sloppy, Princess! she mentally admonished her friend for leaving the portal so poorly protected from Earth-side passages—she then waited for Twilight to emerge, which she did a few seconds later…

And promptly threw up at her heels, both from the disorienting travel method and the fact she found herself in a pony body.

“Yeah, sorry about that, Twilight.” Sunset rubbed the other mare’s back, using her newly restored aura to help her to her hooves. Huh? She doesn’t have wings? She’s NOT an alicorn here? she realized in some momentary surprise. “First time through is never fun. Just take it easy for a minute. Take deep breaths while you get used to your new body,” she instructed, noting the sheen of sweat over her friend’s equine features, as well as, surprisingly, her blue business suit costume, which was modified to fit her pony form but otherwise intact.

“New body…?” Twilight blinked behind her glasses, which had also survived the passage intact if modified for her new facial features. She focused with some difficulty on Sunset, her eyes going wide as she set her gaze for the first time on her friend’s pony form. Shortly thereafter she looked down at herself and gasped, then sat back heavily.

“I don’t think I’m in Kansas anymore…” was all she could think to say as she waved a hoof in front of her eyes at the realization she had no fingers.

“Steady, Dorothy…” Sunset said soothingly, though not without a note of amusement. “I know it’s weird being in a new body, but I promise you’ll get used to it. Now try to walk,” she instructed, stepping in front of her human friend for demonstration, not catching Twilight’s fierce blush at the view of her exposed backside beneath her costume skirt.

“Uh…” Despite her discomfort—and what she sensed was Midnight’s appreciative leer from deep within her—Twilight tried to obey, taking a few halting paces, having to resort to her magic to right herself more than once.

“I’m not used to being anything but bipedal, you know,” she said less because it was true than to distract herself from Sunset’s surprisingly attractive flanks, memories of their time together as demigoddesses suddenly flashing through her mind… though thankfully, Midnight remained strangely quiescent. Her silence made Twilight wonder and worry what she was up to, her hoof going to her pendant to make sure it was still there.

“Now you know what it was like for me and Starlight when we tried to walk upright for the first time,” Sunset noted mildly. “Look, I’d love to give you more chance to adapt, but we can’t spend much time here—we have a mission. How’s your magic?” she asked next.

“Um…” Twilight experimentally tried to control her selfie drone, which activated obediently out of its backpack pouch. To her relief, she found it worked as it had before, her new horn lighting up automatically as it channeled her magic directly instead of sending it down into her eyes or now-absent hands. “Okay, but this is really weird, Sunset.”

“Welcome to Equestria, Twilight. Hopefully we can sight-see a bit more later, once we’ve saved it,” she offered, wondering with a sudden grin what Celestia’s reaction would be to meeting this version of Twilight. “The portal’s hidden, so our friends back home should be safe. We need to figure out what to do next.”

“Find my counterpart and the source of this corruptive magic,” Twilight instantly said. “Then slap my pendants on them to drain them.” She produced a series of them from her bag.

“I’m not sure that will be—” It was then Sunset detected a new burst of magic she’d previously been attuned to, having developed the awareness to do so because the pony in question had been her biggest bane when she was Celestia’s student, constantly catching her when she was trying to access places and knowledge she wasn’t supposed to.

“Huh? What was that?” Twilight blinked, having felt the odd spellcasting herself.

“An old friend…” Sunset said with a grin, then sent up a signal flare that burst overhead in a unique magical signature, detectable only to that one pony, whom she’d also had to summon more than once to get her out of predicaments her foalhood inexperience and overconfidence had trapped her in. She shortly appeared with a light melody and a shimmer of air as she seemed to materialize directly out of it, gliding to a stop before them.

“Sunset Shimmer…” Delta Requiem recognized in some relief and wariness, her eyes flickering to a surprised Twilight behind her. “You picked a very odd night to return to Equestria, let alone bring a human with you!”

“To business, then…” The Nightmare smirked at Eclipse, only to be interrupted again by a sudden magical surge everypony in the room detected, recognizing instantly a portal transit followed by a new and magically potent presence. “And now what?” she asked in annoyance, not knowing the aura’s owner but sensing she was a powerful unicorn mare if she’d been able to overcome her siren servants so easily.

Eclipse instantly recognized the magical signature of the latest arrival. She smiled happily, baring her teeth as she realized her plans to cross the portal and convert the human Element Bearers were about to come to fruition far sooner than she dared hope.

“And now a new challenger appears…” She rubbed her hooves together gleefully. “I know not how you crossed the depowered portal, my dear Sunset, but it was a very foalish move. For you have just delivered yourself to me on a platter!” she announced, sensing the casting of several minor spells followed by a teleport out.

She frowned, then smiled as she realized what it meant. “Well. Unless I miss my guess, she just teleported the portal away to deny us its use,” Eclipse announced. “Apparently, your so-called servants failed to guard it properly. How careless of you.” She echoed The Nightmare’s own words. “And that means you just lost your primary bargaining chip, demon.” She bared her pointed teeth.

“Perhaps. But it matters not,” A visibly annoyed Nightmare decided, matching her adversary’s smile with her own. “Your delusions of grandeur grow tiresome, Twilight Sparkle. In case you have forgotten, I still have three of your friends under my thrall. So if you wish to keep them safe, I strongly suggest you surrender. You clearly know not to whom you speak, or you would take my threats far more seriously.”

Eclipse smirked. “Sorry to disappoint you, but I know exactly to whom I speak.”

“Oh, really?” Nightmarity sneered. “You know nothing of me or where I came from, save that I once possessed Princess Luna. And without that knowledge, you have no hope of countering me or anticipating my actions.”

“No?” Eclipse’s grin got wider. “I did my homework, demon, after your last takeover of Rarity. I studied ancient Steedgyptian scrolls to trace your backstory, and in the course of my research, I learned some very interesting facts about you,” she began, visibly savoring the moment.

“Such as…?” Nightmarity challenged with a raised eyeridge.

“Your real name is Alya. Born to the Queen of a Steedgyptian Pharoat, who your sire, the moon god Khonsu, seduced in the guise of a ram. But afraid of having her affair exposed to the jealous Pharoat, she abandoned you at birth lest she be banished, forcing you to grow up an orphan in poverty and servitude as a simple unicorn,” she recited, Nightmarity’s expression dropping with every word she spoke.

“Sensing you were no mere mortal, you attempted to curry favor with your gods and eventually had your true parentage revealed by an oracle, at which point you presented yourself at various temples, only to be told you were unworthy of ascension. That you could not realize your place among the Steedgyptian demigods without earning it.” She smirked as Nightmarity’s frown deepened.

“Repeatedly shunned by demigod and mortal alike, you enacted a blood ritual to turn yourself into pure spirit in the false belief it would make you a deity like your daddy. Finally able to pass into his realm, at the cost of letting your mortal body die, you presented yourself to him, but he found you completely unworthy for having no accomplishment to your name—nothing at all worthy of godhood.

“Taking pity on you as you could not survive without a host body, and already having discarded your mortal form, he cast you into the realm of dreams to find one, leaving you to feast on the base fears of mortals. He further ordered you to prove yourself by taking the entire world for him first, destroying the society that his hated rival, Ra of the Sun, had created,” she went on, and for the first time, The Nightmare was looking angry as Pinkamena’s smile was growing.

“But you failed, over and over again. And now, nearly three millennia later, you remain as you always were—trying and failing to conquer not just Steedgypt but all Equestria…” Eclipse leaned in close as she prepared her final blow. “And your only success so far is a failed war against another sun avatar in which you got a different Moon demigoddess banished... and yourself trapped with her. In other words, you’ve had three thousand years to prove yourself but nothing to show for it. Daddy must be so proud,” Eclipse mocked as Nightmarity seethed.

“Well, what do you know, Nighty…” an immensely entertained Pinkamena spoke up from her seat at the table, twirling a blade by its point on the end of her hoof again. “And here I thought you were actually someone to be taken seriously. But now I learn that after all your possessions, and for all your pretensions of godhood and power… you’re nothing more than a jilted filly starved for attention from mommy and daddy. Truly a tale of woe!” She raised a hoof to her forehead and changed her tone of voice to be in direct imitation of Rarity’s when she was being overdramatic.

“You know, it’d be funny if it weren’t so pathetic,” she piled on further, lounging on her seat at the map with her hind hooves on the table, then broke out in a huge and very unpleasant grin. “But what the hell, I’ll laugh anyway!” She then proceeded to do so, clutching her sides, her cackling guffaws sounding more like they came from a hyena than the former Pinkie Pie.

The room shook from a release of rage-driven magic as a series of sewing implements from Rarity’s boutique materialized around the Nightmare, only to be quickly transformed into a set of blades she began whirling about herself as an alarmed Blueblood had just enough cognizance left to step back. When The Nightmare had raised her eyes again, they were glowing with raw fury.

“I take it all back, Twilight Sparkle and Pinkamena Diane Pie. You will not be my servants. Be assured you will die slowly and painfully for your slander.”

“You can try, demon,” Eclipse never lost her smirk, her hooves still pursed before her. “A magical duel with you would be fun, though it wouldn’t last any longer than Starlight’s,” she said with a nod at the center of the table where her former student was displayed bound and powerless, forced to listen to the negotiations with herself only casually discussed as if she was but a meaningless chess piece already taken off the board.

“But even if you had the power to defeat me, I’m pretty sure Rarity herself would object very strongly if you did and overthrow you from within. And as amusing as this interlude has been, Nightmare—an excellent distraction while my army gathers—I feel it is time to end this little charade, and your possession of my friend.”

The Nightmare looked up sharply. “To borrow your Lieutenant’s phrase, you and what army, my dear Twilight?” she asked, baring her teeth and pointing her new blades directly at Eclipse.

“The one you have neglected to notice, Nightmare,” an unconcerned Eclipse likewise threw her adversary’s line back in her face. “The one my own allies have been gathering for me right under your nose.”

“What servants?” Nightmarity sneered. “You have nothing under your control except a few pathetic bat-ponies, a single Timberwolf-cursed crone, and the dubious help of the Pie sisters—all of whom are here, not out there converting more ponies! You turned your own mentor to stone, and by your own admission, you cannot release the Chaos God without all the element bearers! And even if you did, methinks Discord would be far less likely to aid your plans than end them!” she recited, baring her teeth as she rose to her hooves and the door opened behind her to admit nearly a hundred converted ponies, mostly Timberwolves but also a few serpentine sirens in the mix.

“Here is the start of my army, Twilight Sparkle! But what of yours? You are outnumbered and outgunned, darling. And alicorn or no, I do indeed have the power to end you,” she promised. “Step down and surrender now, Twilight Sparkle, or face my full wrath!”

Eclipse didn’t flinch or lose her smirk. “And just like in the Celestial War, you are completely incapable of thinking more than a few moves ahead, and thus you make mistake after mistake. So allow me to demonstrate how friendship serves my cause, and how to properly use the fine art of delegation…”

On the other side of the portal, the grounds outside of Canterlot High were full of activity, with the remaining students and staff of both schools hurriedly setting up instruments and equipment.

Within minutes, all the various school bands had retrieved their instruments from their lockers and were setting up in the courtyard facing the portal. Vinyl Scratch parked her car in their midst and began passing out power cables, helped by a weak but recovering Lemon Zest as they discussed possible musical selections between them, the latter taking her task seriously for once—whatever her other faults, music was her life as much as sex, and she got along well with Vinyl for it.

Through it all, the equine Trixie watched, feeling useless even as she was assured she’d already done plenty. To her relief, she was being treated with respect; Sunset had used her powers to share Trixie’s memories with her human friends before she departed, leaving them in appreciation for what she’d been through—and admiration of what she’d accomplished.

An appreciation that even extended to her human counterpart. “So… you’re me?” the Huntress-costumed Trixie asked warily over her guitar, struggling to maintain her composure in the face of her equine doppelganger, staring at her balefully from twelve feet away. “My pony version?”

The pony Trixie answered just as warily, uncertain what her counterpart wanted or how to deal with her. “Trixie supposes so. Though Trixie has no idea who or what you are! So if that’s a Nightmare Night costume, just who are you supposed to be?”

“Who am I?” The human Trixie was aghast, staggering back at the thought that any version of herself could be unaware. “Only Weiss Schnee, heir to the Schnee Dust Company of Atlas, and the greatest Huntress in all of Remnant!” she proclaimed, holding her sword high.

“Um, technically, she’s not the heiress any more…” Fluttershy pointed out tentatively as she directed various animals to help position their equipment, including a bevy of birds and bats and even a bear from the woods.

“You be quiet! She was when she still wore this outfit!”

“You mean back when she was a first-class bitch?” Rainbow smirked as she darted back and forth to rapidly hook up cables.

“With big sister envy issues?” Spike recalled as he and his robot companion helped drag along an amplifier.

“Not to mention was jealous of Ruby?” Rarity noted with a smirk as she warmed up on her keyboard guitar, making sure her costume wouldn’t interfere with her playing it.

“And couldn’t summon to save her life?” Applejack piled on while using her strength to place a portable generator, causing the human Trixie to fume.

“And don’t forget getting constantly hit on by Juane!” Pinkie noted jovially from setting up her drum set.

“Hmph! She solved all that by the end of the third season! You’re all just jealous that not only Trixie herself, but Trixie’s character is the Greatest and Powerfulest of all!” She released some minor fireworks as she spoke.

“Um, Powerfulest isn’t a word…” Fluttershy noted, though there was a barest of teasing notes in her voice.

“And Ah reckon yer ‘character’ has always left something to be desired, Trixie!” Applejack added with a smirk and fist bump with Rainbow, to snickers from other nearby students.

“You know what I mean! And it will simply not do for any version of me to not know this series or who my costume is based on! So I insist that we show her who Trixie is here and now!”

The others exchanged glances and rolled their eyes. “Trixie, this really ain’t the—” Applejack began, only to be cut off by Pinkie Pie.

“Oh! Well, in that case…” Pinkie gave Trixie her tablet, and immediately showed her a new video:

RWBY White Trailer [By Rooster Teeth]

By the time it ended. Trixie was enrapt. “So this ‘Weiss’ has ice powers and is a mighty warrior, capable of taking out opponents many times her own size?” she realized. “Trixie wants to see more!”

“See? I told you she’d like it!” her human twin said smugly. “She could hardly not if she truly is me!”

“You got it!” an equally eager Pinkie Pie promised, immediately pulling up a fresh playlist and showing her new friend how to play through each in turn. “Though she is just one of four…”

To the surprise of instructor and students alike, Cheerilee’s conquest and conversion took a full five minutes to complete—lasting that long was no small feat given how keyed up they all were—as they took very great pains to make sure she was well and truly satisfied before letting her climax and transform.

They weren’t actually sure whose attributes would be imparted until, instead of a flash of fire or the sudden sprouting of leaves that would mark her conversion to a Timberwolf or Kirin, fine lines of electrical circuitry suddenly erupted outward from her filled and sated marehood, rapidly overspreading her body. Recognizing the effect and inwardly gratified by her teacher’s cybernetic conversion, Cyber Belle encouraged it as best she could, imparting more and more energy and information to her teacher over their deepening interface. Before long, her transformation was complete and she now knew everything Cyber Belle did.

“How do you feel, Ms. C?” the latter asked as she withdrew the link and her tendrils, admiring her newly enhanced body and feeling great pride in the fact that her now-former teacher had somehow chosen her form.

“How do I feel?” the altered Cheerilee asked in a synthetic undertone that matched Cyber Belle’s. “All I can say is… A’s for everypony!” she announced as she exchanged kisses with all of them in turn using her nanite-lengthened tongue and delighting in her new knowledge base and capabilities, the former fed her by Cyber Belle and the latter as she took a quick inventory of her applications and performed her first systems check, marveling at her new features and how fast she could think and move. “Oh, such wonderful students make a teacher proud!”

“Well, we’ve learned from the best!” Timberbloom pointed out as she continued to knot her teacher’s tail, facing away from her.

“You five are always so good to me!” Cheerilee agreed as she sat up fractionally and scanned the immediate area with a gridlike beam. “Such incredible knowledge and power! I can use it to be an even better teacher now! And I want to teach everypony I can!” she proclaimed happily as, aided by a flood of nanites remaking her as she saw fit, her new stallion-like organ rapidly surged to erection beneath her belly. “Oh, my. I would like to try out my new abilities, though. I haven’t had a night on the town in so long…” she said wistfully.

“Aw. So why don’t’cha come with us?” Timberbloom suggested as she finally let her go. “Ah mean, we’re all adults now, so why shouldn’t we enjoy things together?” she asked, to eager nods from the others.

Cheerilee considered that, several lines of text flashing over her eyes, and then smiled. “You know, you’re right…” she decided. “I hereby declare all of you graduated from my school with flying colors! But before we leave…” Her eyes glowed as her mane rearranged itself into the slightly frizzy style she’d worn in her youth. “There we go. I feel so young now!” She admired herself in her bedroom mirror, striking various poses.

“You know, that manestyle’s kinda passé, Ms. Cheerilee,” Silver Spoon noted with a grin, her leonine tail intertwined with Diamond Tiara’s

“Oh, hush! Just give me this, okay?” Cheerilee never lost her smile. “The best memories of my teens were made with my mane this way!”

“Well, I like it. Looks suitably electric,” Cyber Belle announced with the same grin, styling her own mane in an identical fashion, to the laughter of all. “So let’s make some new memories for you, then! I think we were gonna hit Rumble and Button Mash next?”

“I am so there!” Diamond Tiara proclaimed with an evil and very toothy grin. “How about it, teach? Might as well convert the whole classroom!” she suggested, and then they chanted again, even joined by Cheerilee.

“Cutie Mark Crusaders, Classroom Colt Converters, YAY!”

“Sunset Shimmer…” Delta Requiem recognized, her eyes flickering to Twilight behind her, instantly realizing from her glasses, different manestyle and lack of wings that this had to be the human version of her. “You picked a very odd night to return to Equestria, let alone bring a human with you!”

“Hey, Delta,” Sunset answered easily. “Good to see you again, though I apologize for the circumstances. We know what’s going on, because a pony escaped through the portal and warned us. We’re here now because the Friendship Map summoned us.”

“It summoned you?” Delta blinked. “All the way from the human realm? But how?”

“Not important. But we’re here, and it looks like we’ve got a serious problem.” Sunset looked around grimly while Twilight suddenly wondered if she was going to incur some massive roaming charges for the Map’s call to their smartphones.

“More serious than you could know…” Delta squeezed her eyes tightly shut. “The Nightmare has returned. And Princess Celestia has been corrupted.”

Sunset’s smile instantly dropped as even Twilight blinked. “That’s not good,” the former said.

“No, it isn’t. Celestia came here for reasons unknown and went to Princess Twilight’s castle, but then she disappeared. I’m the only one who can even temporarily restrain her, but thanks to both the curse and The Nightmare’s possession of an Element Bearer it would seem the Elements of Harmony themselves are now corrupted and unusable.

“And lacking them, I don’t know what I can do now except to try to quarantine the town—which may be pointless if this curse has already reached Canterlot to infect the Princess.” She rubbed her eyes. “And if our Twilight and the Princess herself have already fallen to it, not even my power will be enough to contain this for very long.”

“But we do have the Elements,” Sunset corrected with a glance at Twilight, her grin returning. “We have the human Element Bearers, and a possible plan to use them.”

“To use them here?” Delta was dubious as she sensed some nearby presences and instantly extended her stealth spell over Twilight and Sunset with another whispered measure of music:

“Mask my friends, old and new, and protect them from this sensual zoo!”

“Yes.” Sunset smiled as she waited for Delta’s efforts to finish while Twilight blinked, sensing the exotic spellcasting but unsure what it was. “Delta—as I’m sure you’ve guessed, this is the human version of Twilight Sparkle. She’s a little younger but just as smart, and her element grants her the full use of unicorn magic, even on the other side of the portal.”

“It does?” Delta looked shocked, appraising the human Twilight carefully, who shifted uncomfortably under her gaze. “I don’t even know how that’s possible!”

“Long story,” Twilight recalled, suppressing a sudden blush at memories of Camp Everfree and the various ways in which Midnight had tried to emerge then, including most notably undressing and arousing Sunset as they slept; she’d woken up naked with her on more than one occasion. “Yes. I don’t know you, Ms., uh, Requiem, but I may have the means to stop not just Twilight, but any magically powerful being.”

“It’s Lady Requiem. And I’d say welcome to Equestria, but I’m not sure I can trust you, Twilight Sparkle. I sense a dark power within you.” She sang softly under her breath again, causing Twilight to shiver as she felt the direct touch of a very exotic magic. “Unless I miss my guess, you seem to be sharing minds and bodies with another being whose designs are far from benign. And given that, working with you seems… unwise.”

Putting aside the new magic’s nature for later analysis, Twilight grimaced. “You’re very perceptive, Lady Requiem. That’s Midnight Sparkle, my, well... evil alter ego. But she’s under control so long as I wear this—” Twilight showed off her pendant, which was still around her neck beneath her business suit—wait, didn’t Sunset say the portal would take care of all this? she remembered, noticing that Sunset was likewise still wearing most of her costume attire as well, if now fitted for her pony form. “Even if she takes me over, it sharply limits her power and if she tries to overcome it, it drains her completely. So I think this tech might be the key to stopping this world’s Twilight as well.”

“You might remember Midnight, Delta—you saw her briefly. She’s the one that caused all that chaos that spilled over into the pony world last time?” Sunset recalled, her smile turning wistful for a moment. You know, that whole episode might also have been the one time that Midnight and Twilight were truly one being… is that what made our time together so special?

“Chaos was one word for it.” Delta looked anything but reassured by that as she remembered the scenes of interworld debauchery before her, still amazed that it had been resolved so cleanly afterwards. “The problem is, the same thing’s happening here now! I don’t suppose you can solve it the same as you did before, Sunset Shimmer?”

Sunset shared a look with Twilight, who shook her head sharply, sharing the same worry her friend did. “Probably not. It took both of us to fix everything, and the circumstances under which that became possible were… unique. Both Twilight and I absorbed magic from all the human Element Bearers to ascend, and they were, well, both uncorrupted and supercharged with magic at the time. That’s how Midnight was created, and if we release her into Equestria…”

“I see…” Delta grimaced as a series of dark draconic shapes flew overhead, her stealth spell providing them a measure of protection from their prying heat-seeking eyes. “It’s getting worse—I’m pretty sure most of Ponyville has fallen under the curse’s thrall by now. I have the means to contain Celestia for a few hours and some ability to purge dark magic from individual ponies or even small groups, but I have nowhere near enough power to cleanse the entire town!

“And from what I gather… this curse isn’t entirely dark magic, meaning that even if that part of it is removed, the other parts remain. I can’t cure what Harmony doesn’t consider broken,” she said in some frustration as she rubbed her hoof behind her head.

“And could your ‘means’ be used to contain other ponies?” Twilight spoke up, her mind turning as she rummaged through her backpack with her magic, pulling out several additional amulets along with some test equipment. “I have more of these pendants and the means to analyze what magic they capture. I meant to use it on this ‘Eclipse’, but maybe that thinking is too limited—they give me the means to drain any magic-bearing individual or artifact of its power. Could they be used to drain this ‘curse’ as well?” she wondered aloud, taking an oddly human pose as she sat back with her left foreleg crossed over her chest and her right hoof at her chin. “If I could just get a sample of the curse magic and then key the pendants to it…”

“Then they could be used to cure individual ponies!” Sunset blinked, wondering why she hadn’t thought of that herself. “We could then use it on Twilight and the pony element Bearers, who could then turn around and cleanse the curse themselves! But we need to test that theory first. So maybe we need a guinea pig…”

“A what?” Delta asked, unsure what to make of the odd technology the human Twilight was displaying. Her voice and appearance were similar to the one she knew, but this one seemed far more buttoned up and reserved.

“Human euphemism,” Sunset chuckled, remembering her reaction the first time she heard it. “It just means a test subject. And it doesn’t seem like we have any lack of them…” she noted as she heard a distant shriek of pleasure. “Think you can capture one of the curse’s victims without alerting anypony, Delta?”

Lady Requiem grinned. “If I can’t, then I could hardly be worthy of being Celestia’s court bard!” she promised, stretching her wings to take flight.

Cheerilee and her former students had barely departed when they were spotted and several new and rather unlikely figures swooped down to encircle them. They were ponies but they were also somehow draconic, sporting chest and belly scales as well as membrane wings paired with a long reptilian tail Cyber Belle instantly calculated as giving them greater stability and maneuverability in the air.

Despite that, their sudden appearance caused all present to immediately take a defensive posture, Cyber Belle materializing some kind of launcher out of her back while Timberbloom growled low, ready to make the ground erupt beneath their hooves while Kirin manes and tails ignited in warning.

“Huh? Who are you?” Fireflight asked for all of them, likewise making her eyes and wingtips burn brighter in very real threat, having already learned her wingfire could cut through anything with ease.

But far from threatening them, their leader approached and then bowed very low before them.

“Me? I am but a humble servant and soldier, blessed and transformed by the sensual power of our mighty King!” a half-dragon pony recognizable as Noteworthy only by his cutie mark replied with a bow and a sudden puff of bluish flame, splaying his dragon wings before them.

“Huh? King?” Timberbloom and the rest of the group exchanged confused glances.

“Yes!” he confirmed eagerly, then materialized a scroll in a second puff of bluish smoke, on which was written an invitation in what the original CMC recognized as Spike’s most ornate hoofwriting. “You have been blessed, my young friends. For our illustrious new ruler, Dragon Lord Spike, offers you all his love and affection! And for it, he misses you greatly and now respectfully requests you join him at Sugar Cube Corner…”

Author's Note

“Looks like our heroes have a plan! With a gambit formulated from Sci-Twi's scientific prowess, our heroic trio take action! But is it a case of too little, too late? With the curse spreading ever faster, time cannot be more of the essence! Join our heroes as they take the first steps to save Equestria on the next exciting episode of Pony Ball Z!”

Sorry, couldn’t resist. Just read it in Kyle Hebert’s voice, who was DBZ narrator as well as Gohan’s VA back in the day. This was one of the closing comments on the google doc by Denim_Blue, who had that as a running theme of his feedback through the chapter. Thanks go to him as well as to AJ_Aficionado and Silentwoodfire for prereads, and Leo Archon for contributing a chunk of the opening section with Delta. Happy Halloween, folks! And Happy Birthday to this story, which is now marking two years since its creation!

23: Nightmare Eclipsed, Part 1/2

Back in Hollow Shades, Luna had been forced to cut her visit short, to the disappointment and consternation of her thestral subjects.

It had begun when, not long after midnight, she’d felt a massive disturbance and magical surge coming from the direction of Canterlot. Mental calls to her sister had not been answered except for a set of blinding desires—the need to rut and the need to dominate foremost among them—and her nocturnal servants back at the Castle, in response to her queries, had reported that a flame-cloaked Celestia had been seen departing the city at high speed, heading south towards Ponyville.

Entering the dreamscape, she probed for sleeping figures in the area only to find few, and those that were didn’t stay that way for long. They were shortly overcome with the same overwhelming lust and need she had sensed from her sister, only eclipsed by an even greater desire to make others join them. But even that did not alarm her so much as when she detected the presence of—

“The Nightmare!” Luna growled, baring her teeth in a snarl as she sensed her ancient adversary anew, and worse, realized she’d found a new host, making her infinitely more dangerous for it. Despite that, she called out to her, promising her former possessor a swift and bloody vengeance, only to get a mocking, gleeful laugh back as the Dream Demon Queen recognized her presence and flaunted her new body, daring Luna to come stop her.

It was only then Luna realized The Nightmare had somehow taken over the Element of Generosity again, and worse, shortly after detecting her, she lost all mental contact with her sister, whose enormous presence and power abruptly disappeared without a trace.

The Moon Princess knew her sister had contingencies for turning evil, or otherwise being incapacitated or falling into darkness—contingencies Luna herself wished she had possessed a thousand years earlier—and Luna herself was now part of them, as it fell to her to contain the situation and control the heavens in Celestia’s absence.

To the ends of the former, she next contacted the Court Bard, Delta Requiem. The spellsinging pegasus mare was Celestia’s first failsafe, and could be contacted directly by either Luna or Celestia through the special clasp on her cape that was receptive to a specific communication spell. So Luna cast it, only to receive a terse reply back from Lady Requiem that she was aware of the situation and on scene, but found herself unable to approach or intervene for The Nightmare’s presence.

“The situation is grave, my Princess,” Delta said grimly through the image projected by Luna’s horn. “Celestia is corrupted, and so is the entirety of Ponyville. I know not the source of this corruption yet, but it is extremely contagious and appears to have an element of Everfree magic within it. So until I know more, I strongly recommend you stay away and quarantine the area lest you fall prey to it yourself. Your sister has already been consumed by this curse. We dare not risk losing you as well.”

“I see…” Luna’s mind turned. “And what of Celestia herself? Consumed or not, I can no longer sense her!”

Delta’s eyes closed tightly for a moment. “Nor can I, My Princess.” She shook her head, her weariness showing for a moment as she exhaled slowly. “I tracked her here to Ponyville, but then she disappeared without a trace. All I can tell you is that I do not believe her slain, just… vanished. Unfortunately, I cannot investigate further without alerting The Nightmare, and… wait.” Her ears suddenly swiveled to her right, her eyes closed and she murmured in audible melody.

“My Princess, there is now something else I must investigate. A new presence has arrived—Celestia’s former student, Sunset Shimmer.” She opened her eyes and looked off to a direction outside of the spell’s projection. “She was living in the human world, and her arrival means she must have come through the portal. It remains to be seen if she is friend or foe.”

“Very well. Keep me informed, and I will aid you as I can,” she said as Delta broke the connection. The Lunar Princess then sat back on her haunches, brooding as she considered her next moves, certain that whatever had happened, The Nightmare was somehow behind it. I know not how you gained a new host, my hated foe, but you will NOT get away with it! By possessing a living pony, you have also exposed yourself to destruction, and this time you will NOT escape my wrath! she silently swore again, even as she wondered how best to make her vow a reality.

As she made ready to depart, she found the thestrals awaiting her, asking her what was wrong. She explained in short order that an emergency in Ponyville required her immediate attention. She made sure to leave out the more lurid parts of the story, thinking it was only too much like The Nightmare that she would recreate the Court of Coltugulia, as much as she enjoyed the idea of corruption in all its forms.

“Please, My Princess… let us come with you!” the General of her Army of the Night begged, though it was now but a ceremonial force barely a regiment in strength; the general himself still dressed for Nightmare Night in a uniform from the Celestial War. “This is our chance to serve you in battle once more!”

“’Tis appreciated. But ‘tis also uncertain what we face except an all-consuming curse,” she admitted. “As much as I wish to charge to my sister’s rescue and do battle with The Nightmare, we lack sufficient information on her plans and allies, or how to properly contain this spreading corruption. So methinks it best we work to quarantine the area first.”

She materialized a map of central Equestria and Ponyville. “I will summon the Princess of Love and her husband to erect a shield around the area and, if necessary, Canterlot—there is a chance the curse already made it there if my sister has fallen prey to it. The responsibility of you and your troops will be to identify any cursed ponies—or other beings if they exist—and restrain them without falling victim to this corruption yourselves! To that end…”

Her horn gave off a brief but vibrant pulse of light, a wave of magic spreading across the thestrals surrounding her. “This spell will insulate you from most magical influences and curses for a time, though you must still exercise caution against the unknown threat we face!”

“Unknown or not, we will face this threat gladly at your side!” the General proclaimed, to a series of cheers, flared wings and pinwheeling hooves from his bat-pony brethren. “We are yours to command, our beloved Princess!”

“Very well,” Luna relented, all business even as she felt her heart warm. “Thy loyalty does thee great credit, my beloved bat-ponies! Then as time is short, let us be off! We fly south for Ponyville! And methinks it best to be ready for anything…”

In the Friendship Castle of the onetime Princess Twilight, the map room had gone silent except for its antagonists.

The two former friends continued to stare each other down across the map table itself; a contest of strength and wills now manifesting in the arrival of a hundred Timberwolf-converted ponies with a few sirens in the mix, facing down a far smaller force of thestrals and earth ponies.

With their arrival, The Nightmare grinned unpleasantly. “Here is the start of my army, Twilight Sparkle! But what of yours?” She gestured broadly with her hoof to the few corrupted ponies under Eclipse’s command. “You are outnumbered and outgunned, darling. And alicorn or no, I do indeed have the power to end you,” The Nightmare promised, a desire to both mate and murder in her eyes. “Step down and surrender now, Twilight Sparkle, or face my full wrath!”

But Eclipse didn’t flinch, nor did her smirk lessen. She simply continued staring across the table at The Nightmare while ignoring the blades still whirling around her slowly. “And just like in the Celestial War, you are completely incapable of thinking more than a few moves ahead, and thus you make mistake after mistake for it. So allow me to demonstrate how friendship serves my cause, and how to properly use the fine art of delegation.”

Despite the threat she was under, she materialized some scroll paper and a quill pen, writing out a quick note on the former using the latter. She then zapped it, causing it to disappear in a puff of green dragonfire.

“Oh! Is it time for him, my queen?” Shadowdash recognized instantly the meaning of the message even as her fellow former pegasi looked confused.

“Indeed it is. He’s had enough time, and I’ve no doubt he’s created quite a formidable force by now. So please take your team to go greet him personally, and then escort him and all his new subjects here! But do try not to get distracted,” she added with a wry grin as the Nightmare seethed at being ignored. “I have no doubt both he and his new harem will be incredibly alluring, but remember your duty, my dear Captain! If it helps, know that you and all your soldiers will have your chance to be with them in due course.”

“As you wish, my Queen!” Her new Captain saluted and flew off with a parting glower at the Nightmare, her converted pegasi falling quickly in behind her as they departed.

The Nightmare listened to it all in some disbelief. “So now you reduce your numbers even further when you are under mortal threat? You are an overconfident foal, Twilight Sparkle!”

“No, just a well-prepared one,” Eclipse answered easily, her hooves still pursed. “An impressive show of strength, Nightmare. I see Applejack and Big Macintosh have been quite busy to produce so many Timberwolves. Unfortunately for you, numbers don’t mean anything to a superior strategist. So while we’re waiting for my former scribe and future advisor to arrive, let me deal with your so-called army...”

On the edge of the Everfree, a hasty but very practiced analysis was taking place.

As they studied the unconscious form of what Sunset could only call a Kirin—“They’re a mythical pony race sporting elemental fire who haven’t been seen in Equestria since ancient times,” she had to explain to a confused Twilight—the three felt their consternation grow. Delta had captured him, restraining him long enough for one of Twilight’s pendants to be applied. It had indeed successfully drained his magic, extinguishing his figurative and literal flames of passion on the spot.

And yet, not only did the former pony not revert his transformation when the corruptive magic was removed, but he came to his senses briefly, looking down at himself and shrieking; Sunset wasn’t sure whether he had fainted more from magical exhaustion or the realization of what he was and what he had done.

If he’s any indication, we could end up with a lot of traumatized ponies after this, she worried, but had to put the question of it aside for later. One problem at a time!

“This is amazing…” the ponified human Twilight stated in wonder as she studied her readouts, levitating her laptop and all her equipment in her magic, her equine form forgotten in the pursuit of simple science. “This ‘curse’ is like nothing I’ve ever seen. There’s not only a massive amount of magical power wound up in it, but there are no less than four distinct magical signatures involved!”

She showed them to Sunset while Delta looked on in some confusion, having no idea how to interpret the exotic and very colorful displays the human Twilight was using on the unfamiliar technology she wielded. They seemed at least vaguely reminiscent of the displays she’d seen from certain roboticized ponies, the Court Bard noted, and wasn’t sure if she was more or less reassured for it.

“Remarkable…” Sunset agreed as she watched over her shoulder. “Whoever made this thing was either an absolute genius or a mad scientist who had access to multiple forms of magic, then. Because it’s normally very hard to combine disparate magical energies like that.”

“But that’s what’s confusing me—what are these forms? I only recognize that one as a standard Equestrian spell.” Twilight pointed to a single smooth spike on a graph projected into the air by her horn like a hologram; Sunset was impressed that she’d been able to do so instinctively without first learning a spell for it. “But the others… I’ve never seen them before.”

“I have—at least for that one,” Sunset motioned towards the midair display, then turned her horn into a laser pointer as she traced the outline of a second, much greater and more chaotic energy spike, able to interpret the readouts for having a scientific bent of her own and assisting Twilight’s research into magic over the previous months. “By its sheer strength and messy curve, that’s the wild magic of the Everfree Forest, right there. It tends to make spells both more powerful and more uncontrollable. Unicorns have to be careful casting spells within it for that very reason. Its presence could explain why this thing’s so virulent.”

“Wild magic?” Twilight blinked behind her glasses. “I didn’t even know there was such a thing!”

“Oh, yes,” Sunset recalled somewhat wanly. “I once tried a certain forbidden spell in the Everfree to see if it could make me more powerful. And it worked, but…” She looked over at Delta with a grimace.

“But it nearly consumed her and it took all my power to save her from it.” Delta finished for her with a grimace of her own. “You’re just lucky I was in range when you signaled.”

“One of many I owe you,” Sunset agreed with a rueful rub of her head. “Can’t count the number of times you saved me from myself.”

“Then there’s this energy curve,” Twilight next noticed. “It’s close but not quite the same as a standard unicorn signature. In comparison, it’s much more powerful, and it even crosses into the elemental magic spectrum.”

“Looks like it’s on the fire side of it,” Sunset noted. “At a guess, that’s just the standard Kirin magical signature, boosted by the curse.”

“Okay. But what in the curse is boosting it? Could it be this fourth signature?” Twilight asked, tracing a more gentle energy curve that encompassed the other three; to Delta’s eyes, the latter were sharp and slightly jagged mountain-like peaks while the former was a wider, much more gently-sloped hill. “Most magic spells I’ve seen exist only on a narrow energy spectrum, but this one…?”

“I don’t know,” Sunset said after a pause. “I admit, I’m not sure what form of magic would exert an influence over such a wide energy bandwidth. At a guess, it’s acting as some kind of catalyst, binding the other three forms of magic together and enabling them to redouble each other’s effects. Regardless, that’s not important at the moment. We can determine the origins of this thing later, but for now, the question becomes: can we drain this magic from infected ponies?”

“Possibly.” Twilight’s brow furrowed in thought. “I could key the pendants to these distinct magical signatures or even the specific curse combination, but given the sheer amount of power, they would only be good for draining one or two ponies at a time. Beyond that, I’d need a massive battery to store it all, and then there’d be the question of dispersing or disposing of it afterwards.”

“If those one or two ponies are the Element bearers, that might be enough,” Sunset suggested. “They could activate the elements afterwards and cleanse the whole curse.”

“I’m not so sure that’ll work,” Delta spoke up from behind them, not used to feeling superfluous as the two mares talked in terms she wasn’t used to, using tools she’d never seen. “You saw what happened to this pony. You drained him but he didn’t transform back.”

“Not yet, maybe,” Sunset corrected hopefully. “But it did revert his personality—you saw how he reacted when he realized what he’d done and become—and transformative magic generally isn’t permanent if withdrawn quickly. I’d say there’s a good chance his own natural magic will revert the change over time.”

“If it’s seen to the native magic as alien and unnatural, yes,” Delta corrected her right back. “I’m worried that it might not in this case.”

That gave them both some pause. “You said there was a dark magic component, yes?” Twilight challenged.

“Sort of... ” Delta hated feeling uncertain, as her powers normally gave her access to all the knowledge she needed, whether magical or mundane. “I sense a dark element, yes, but it could just be the energy of the Everfree forest. It shares some of the same properties, and ponies think of it as dark magic, but it really isn’t. It’s just… well, wild.”

“Hmmm…” This time, Twilight scanned him directly with her own magic instead of using her instruments. “He still retains trace amounts of all aspects of the curse magic. So let’s see if…” she switched her spell a couple times, only to shake her head in frustration. “The standard dispersal spells I learned from the Equestrian texts Sunset brought me aren’t working, even with most of the magic already removed from him. And the pendants have already drawn all they can safely. Any more, and I’m afraid of what it’ll do to him.”

“Let me try.” Sunset then attempted her own spells to no effect. “No joy for me, either. Very well, then—Everfree energy or no, can you purge him of the remaining curse?” Sunset asked Delta.

“I can try,” Delta answered with great uncertainty before turning her attention back to him. She exhaled slowly to center herself, closed her eyes and sang softly again: “To remove this curse, by means remote, I cleanse his body, note by note!”

She merely hummed a soft and soothing melody after that, trying to focus all her considerable power on him while hoping she wasn’t lighting a beacon for The Nightmare to detect.

“What’s she—?” Twilight started to ask.

“Just watch,” Sunset said with a smile.

As she sang, the transformed stallion’s body levitated as if in a unicorn’s aura, except he was surrounded by a blue glow. He remained aloft for half a minute as sweat broke out on Delta’s face. She visibly struggled to maintain her unique spellcasting and feed it the continuous power of song it needed, switching her melody repeatedly.

“Lady Requiem…?” Twilight called out uncertainly, observing and scanning the strange spellcasting all the while.

“Ssshhh…” Sunset quickly hushed her, speaking in a low whisper. “Don’t interrupt her.”

After a full minute, Delta ended her song and collapsed to the ground, exhausted as the pony likewise fell a few feet back to earth, quickly caught by Sunset and laid gently on the grass.

“Did it…?” Twilight began to ask, only to trail off in surprise and astonishment as before their eyes, the stallion’s Kirin body reverted back to his original earth pony form.

“You have been blessed, my young friends. For our illustrious new ruler, Dragon Lord Spike, offers you all his love and affection! And for it, he misses you greatly and now respectfully requests you join him at Sugar Cube Corner!” The former Noteworthy pronounced grandly to the now-six members of the Cutie Mark Crusaders, reciting from a scroll he had materialized out of a puff of dragon-like smoke to the surprise of all.

“Dragon Lord…” Silver Spoon began.

“... Spike?” Diamond Tiara finished in some confusion as the original CMC members glanced at each other. “Uh, since when was he lord of anything?”

“Since he imparted to all of us his love and his most wonderful gifts! Since he made us all his!” Noteworthy beseeched them all as he sensed their reluctance and skepticism. “Please, my friends, we mean you no harm—far from it, in fact! I understand you three were our blessed lord’s original consorts, so do not deny your destiny at his side!”

“Original consorts?” Diamond Tiara blinked hard.

“Wait… you three and Spike?” Silver Spoon realized at the same moment, trying and unable to immediately visualize it.

“Guess the cat’s out of the bag—not that it matters any more,” Timberbloom admitted with a wistful grin. “Yep, we were! That little dude’s eager, and he could do all three of us at once!”

“All three of you?” Cherilee asked in astonishment, calculating probabilities and only coming up with unlikely ones. “How?”

“Twin organs, and a tongue that wouldn’t quit! We’d already gone through half the Pony Sutra book with him!” Fireflight added to the envy of the two Kirin girls.

“53.43% of the pages, actually,” Cyber Belle corrected with a grin. “And that doesn’t count the human version of the book, which gives us a lot of new material!”

“Well, we did say we were gonna meet him later,” Timberbloom admitted. “So I guess we could do it now?”

“Aw… but what about Rumble and Button Mash?” Diamond Tiara pouted. “We were gonna do them next!”

“If you wish, we will bring them to you!” Noteworthy suggested eagerly. “Just as we would for our master, we will bring you whatever ponies you desire! So please, my new friends—do not keep our great and noble lord waiting! It is you he desires above all!”

“Okay. So whaddaya’ll say?” Silver Spoon asked, eyeing appreciatively the half-pony, half-dragon forms of Noteworthy and his companions, realizing only at that moment that they all had double drakehoods and wondering how hot her own flame burned compared to their dragonfire. “I mean, he’s your coltfriend!”

“Yeah, he is. So, how about it, girls? Shall we go see him now?” Cyber Belle asked her longtime friends. “Given their forms and the fact that we were aged up, I now calculate a 99.97% chance that Spike has grown as well in both size and stature, and can now satisfy us properly!”

“But would he accept all of us?” Cherilee asked as the same calculation flashed across her own eyes, and her sensual subroutines tried to automatically activate for them. “Even those he wasn’t with before?”

Noteworthy grinned broadly, showing two rows of pointed teeth from between which puffed green fire in his excitement. “Be assured that he will accept all ponies to join his new family, especially the friends of his favorites! So come with me now to receive his love, and all will be revealed!”

“Now how can we resist an invitation like that?” Timberbloom asked with a wry grin. “So, shall we, fillies?”

“Let’s do it!” Cyber Belle stated, then led the next chant herself. “Cutie Mark Crusaders, Dragon harem makers, YAY!”

It took them less than five minutes to make the walk to Sugar Cube Corner, escorted by nearly a dozen dragon-converted ponies.

As they got closer, they saw the grounds outside were full of activity, with many dragon-winged ponies coming and going, the former bringing back captured and unconverted ponies while the latter went out in search for others. The six mares were looked at with some surprise, but none made a move towards them, perhaps recognizing that they were already converted or were otherwise spoken for.

“Inside, please!” Noteworthy motioned to the front door with a sweeping bow. “Do not hesitate, my dear friends! Your destiny awaits!”

They all exchanged a final look before doing so. “Huh. Well, reckon this oughta be good…” Timberbloom mused as she took the lead, entering the doorway to the confectionary and coffee house first. As they entered, they saw many converted ponies kissing and cavorting, some over tables on which sat drinks and various treats, while others did their own work converting the unconverted; as they watched, they saw one unicorn mare being spitroasted before sprouting dual dragonhoods as she climaxed with a great cry of pleasure.

“Wha? Spike?” Fireflight spoke for all of them as the group beheld the formerly baby dragon, now bearing big bat-like wings and the stature of a large and powerful adolescent. He was sitting on a makeshift throne fashioned for him out of the lounge cushions and a large table while he was attended by nearly a dozen converted ponies, who kissed and caressed every inch of him while he held an unaltered earth pony stallion named Meadow Song down on his lap; one of his two organs already inside him to the hilt with the other being serviced by several mares.

“Whoa. He’s a stud now!” Silver Spoon looked him over with some interest from head to toe.

“You said it!” Diamond Tiara agreed, finding her eyes drawn not just to him, but the two dozen half-dragon ponies around them, appreciating their hybrid forms immensely. “And he’s made everypony else studs in the process!”

“Girls!” Spike’s slitted eyes lit up with great warmth as he looked up and noticed them, his toothy grin somehow friendly enough to belie his much deeper voice and far more menacing features. “It’s so good to see you again! Just give me a minute and I’ll be with you!” He resumed thrusting into Meadow Song, whose expression of shock was rapidly being replaced by wonder and then sheer ecstasy before Spike came inside of him. The drake’s climax triggered his own, causing him to shiver and spurt out of his own rigid organ as the first stage of the transformation overtook him, making his eyes turn slitted and his breath hot and smoky.

Spike barely paused before starting again. “Sorry for the delay, fillies, but it turns out I have to cum in him twice to complete the transformation!” he explained shortly as he simply shifted the stallion from one of his twin organs to the other and resumed his thrusting, the first organ barely going soft before hardening again. Half a minute more and the captured stallion was screaming Spike’s name, openly making out with him as his tailhole was claimed by his new dragon lord, causing him to sprout a second stallionhood and a layer of rock to form over his shoulders, from which a pair of wings sprung as his belly fur fell out, revealing dragon scales.

“There you go, Meadow! You’re now part of my family, too! So what do you think?” Spike asked as his newest harem colt slowly pulled himself to his hooves.

“I love it!” He leapt for joy, admiring his new features and trying out his new wings for the first time, flapping them and managing a brief hover. “And for it, I want to be with you forever, Spike!”

“And you will!” Spike promised, giving him an affectionate hug and kiss before letting him go and rising to greet his new guests, to the disappointment of the ponies clustered around him. “Greetings, girls! I’m sorry I’ve taken so long to find you. I’ve been wanting to see you ever since this wonderfully crazy night began!” He knelt down to hug all three of them at once.

“Oh. Well… it’s good to see you too, Spike,” Timberbloom offered in amazement as she returned the gesture. “We grew up, and reckon you did too!”

“Did I ever!” he agreed, admiring himself in a mirror briefly as the dust from the latest molted pony was swept up by another mare, while behind the counter, the Cakes were whipping up batches of gem-filled pastries. The latter was spiked with Cup Cake’s ‘Prench Vanilla and cream’, consisting of a squirt from her sex followed by one from her very swollen teats. “But for all my new harem mates, I realized I’d never be complete without the three of you! No offense, Mister and Mrs. Cake…” He turned to his right, looking behind the counter. “As the first additions to my harem, you’re definitely my favorites and I love you both to death, but it’s just that they’re my original lovers!”

“Quite all right, my dashing young Dragon Lord!” Cup Cake replied, only to perk up as she spotted the newcomers. “Oh, hello, dears! So good to see you again!” She waved a hoof as she quickly put together a fresh platter of food suitable for their guests. “Here are some gemless goodies, and if you’ll wait, I’ll get you all some fresh cocoa! It’s on the house tonight. Then again, everything is!”she couldn’t help but add as she began making out from a hover with a fellow dragonmare, pausing only briefly to breathe a quick burst of blue fire on the platter to rewarm the drinks; the color of the flames matching her fur coat and scales.

“Order up!” Mister Cake called out from further back, sliding a fresh platter full of exotic drinks and pastries forward onto the serving area. “And Amethyst? Raindrops? If you don’t stop sucking me off, we’re never going to get the diamond donuts baked!” he said in a slightly unsteady voice before finally giving into them, rolling over on his back to let them attend him.

“Cup Cake? Carrot Cake?” Cherilee called to them both in astonishment. “You too?”

“Oh! Hello, Cherilee! Yes indeed, dearie! And you as well, it would seem.” Cup Cake came out from behind the counter, flying right over it to land in front of the cybernetic schoolteacher and look her over from head to toe, still holding the platter, which she immediately offered their new guests. “A robot pony? How interesting! And I really like your mane! It reminds me of our youth. Especially that time we spent together in Las Pegasus so many years ago, before we settled down…” she recalled happily as the food was immediately snatched up. “Do you remember what we did then?”

“I prefer 'cyber pony.' As I have total memory recall now, I believe it went something like this?” Cherilee gave Cup Cake a sultry look with her glowing eyes, and she immediately moved to kiss her, initializing her erection and deploying some tendrils to tease the other mare. She spared one to pluck a fresh pastry and eat it, delighting in not just the sugar but the taste of her longtime friend she instantly remembered from so many years earlier. “We should really go back there again to relive our misspent youth! But until then, our weekly book club meetings might be more interesting now!”

“So, Spike…” Cyber Belle began after observing the pair, having sent a quick bluetooth communication to her former teacher asking for an explanation. She was promptly given one in the form of an encrypted memory stream back; its contents enough to make her blush even after all she’d already been through. “Are you planning to make us dragons as part of your harem, too? No offense, and I really do wanna be with you, but I kinda like the way I am now!”

“Me too!” Timberbloom added, immensely enjoying the scene around her. “Being like this just feels right, you know?”

“Me three!” Fireflight added. “Listen, we love ya to death, Spike, but we are what we are now! And as much as I really wanna ride your lap again, I really don’t wanna lose these new wings of mine!” She cut a couple glowing trails in the air with slashing motions of them.

But far from disappointed, Spike grinned broadly. “You’re in luck, then! Because actually, it doesn’t seem to work that way! I’ve already rutted a couple converted ponies—both thestrals—but they didn’t change! Well, except for getting a second stallionhood and some ability to see heat. So I think that if you’re already changed, you can’t change again except in minor ways?” he mused aloud, rubbing a large taloned paw behind his head. He then reached over to a newly delivered platter and plucked out a fresh pastry, biting into it with a loud crystal crunch. “Wow! Great diamond donut, Carrot Cake!” he called over.

“Thanks, Spike! But we’re going to need more gems, soon!” He pointed out as he started mixing a fresh batch.

“No problem! I got plenty back at the castle, and can always dig out more. Hay, now we all can!” he pointed out happily, licking the frosting off his muzzle and talons.

“Whoa! So you’re just giving all your gems away and eating them? I thought you’d keep them as part of your hoard!” Diamond Tiara pointed out.

“Well, yeah! Because I don’t want a hoard! I want a harem!” he explained, making a wide sweeping motion to the room full of altered ponies around him. “I mean, I get it now, girls—all this time, my race had it backwards! For what are gold and gems compared to love? Compared to desire? Compared to sheer sexual pleasure? Compared to all… this?” He puffed more smoke into the already foggy air; the sweet-smelling vapor causing desires to stir anew in the CMC. Cyber Belle and Cherilee performed a rapid analysis of its contents and found it to have a very strong aphrodisiac and mellowing effect, adding its composition to their respective databases for future use.

“This is the true treasure! And for it, I want all ponies to be part of my family! Including all of you!” he invited them, then set his eyes on the former Diamond Tiara and Silver Spoon. “Wow, neat… I’ve never seen a Chineighse fire pony before!” he mused, his eyes roving over them from head to toe. “Always thought they were just myths! But now that I see them? They’re really hot!” He licked his muzzle suggestively.

“Hey, we’re hot enough for you, Dragon Lord!” Diamond Tiara answered with a toothy grin as she and Silver Spoon lit their internal fires briefly, igniting their manes and tail tassels to great interest from the dragons at the exotic flame they generated. “Wanna taste?” They turned around and flagged their tasseled tails at him, waving their flaming tips in his face.

He gave a low growl at the sight, as did several of his harem around him, who fractionally stepped forward but took care to not intrude on the scene. “Wow, such unusual fire! Let’s see…” Spike looked mesmerized for a moment as he stepped towards them, his organs newly throbbing. He flicked out his tongue into the fire of their tail tassels to sample it. “Mmmm… spicy! Like hot cinnamon... and Siracha!” he said as he tasted Diamond Tiara and Silver Spoon’s flames in turn. “I really like!”

“Well, then there’s plenty more where that came from!” Silver Spoon offered, backing into one of his organs while Diamond Tiara did the other, grinding hard against them. “Whenever you want, stud!”

“L-love to…” Spike managed as the rest of the CMC pouted mildly but didn’t object. “B-But not just yet.” In an incredible display of will, he forced himself to step back, to their visible disappointment. “No offense, girls—I really wanna do you both, but you don’t have dibs on me! And the only ones who do are…” He turned to the original CMC, who were still staring at him in wonder and renewed respect for placing them first.

“So, do you like, girls?” He displayed himself fully, turning to the side and thrusting out his twin erections, each over a foot long, ridged and quite tapered. “These belong to you first!” he told them as he squeezed and massaged them, working some more fresh spunk out of their tapered tips, letting them drool on the ground in front of them.

“Wow, Spike…” Timberbloom stepped forward first to sniff at them with her newly sensitive nose. “You’re so… big.” She took a whiff and immediately felt lightheaded as the powerful male musk assailed her senses, both her mare and stallion attributes beginning to engorge beneath her belly in response to the overpowering scent.

“And gorgeous…” Fireflight admitted, hovering closer, drawing her fiery wingtip across their tips, to which the fireproof dragon only closed his eyes in deep pleasure and rumbled.

“Oh! So that’s what Phoenix fire feels like…” Spike licked his lips appreciatively. “Like a pool of fresh basaltic lava, but better!”

“Hmmm…” Cyber Belle studied the proffered organs closely, rapidly cataloging its dimensions and charting its nerve pathways, calculating how both best to pleasure it and how it could best pleasure not just her, but all three of them. She then ran through all the pages of the Kama and Pony Sutras, looking for something suitable. “Remarkable, Spike. I’ve been thinking that with our new size and forms, the best way for you to do us all at once would be… page 143?” she projected a very lurid image from the Pony Sutra into the air.

“Wow, I like the way you think, Cyber Belle!” Fireflight gave her a playful nudge. “So how about it, ‘Dragon Lord’? You’re big and strong now, but so are we! Think you’re stud enough that you can satisfy all of us?” she asked playfully, displaying her wings in their full Phoenix glory.

“I’d love the chance!” He licked his lips and began stroking himself again in eager anticipation. “So, who gets to be where…?”

There was no opportunity for an answer before he abruptly hiccuped hard, causing a message to materialize out of a puff of greenish smoke. “Huh?” he plucked it out of the air.

“There’s always an interruption…” Timberbloom groused.

“Is that from the Princess?” Cyber Belle asked.

“No, it’s from Twilight!” Spike said in astonishment, scanning it quickly before his eyes narrowed. “Holy.. she says she’s facing down The Nightmare! And for it, she’s now asking me to join her at the castle, and wants me to bring all of my new harem with me!”

“Wha? How’d she know about you?” Diamond Tiara asked.

“No idea, but… she also says she’s sending her own soldiers to escort me!”

“Huh? What soldiers? Fireflight asked, reading over his shoulder

“That would be me, squirt!” a new voice called down as a thestral-converted Rainbow Dash flew in the open window, followed by a squadron of equally converted and very well-endowed bat-ponies.

Twilight and Sunset stared in shock as Delta’s song completed and they saw the results of her work; the stallion reverting to his natural form before their eyes.

“You did it…” Sunset realized as they stared down at the unconscious earth pony before them. “Delta, you did it!” She gave a very filly-like leap of joy as Twilight stayed silent, staring transfixed at her readings. “This means it is possible to cure cursed ponies!”

“No… it isn’t…” Delta barely got out, her normally strong voice sounding uncharacteristically weak. “Not by me.”

“Huh?” Sunset gave her a confused look, turning to glance at the stallion for a moment before returning her attention to the pegasus mare. “What do you mean it isn’t possible? You just proved it is!” Sunset motioned down at the reverted pony, moving him in her aura and laying him down on a patch of moss to sleep it off. “He’ll probably wake up with a hay of a headache and need a good therapist after this, but at least he’ll wake up in his own body!”

“You don’t understand…” the weakened Court Bard all but rasped as Sunset helped her back to her hooves, sounding to Twilight like she was on the verge of losing her all-important voice. “Even with most of the magic already purged, curing him took everything I had! The effects of the curse were dug in so deeply that it took my full power to cleanse even a single pony!” she explained through panting breaths. It was several seconds before she could continue, accepting a sip of water out of an odd cylindrical container the human Twilight passed her.

“So you mean—” Sunset began again after Delta had taken another healthy swig from Twilight’s thermos.

“I mean even my magic only recharges so quickly! Working in concert with those amulets, I might be able to cure one or two ponies a day at the cost of being constantly exhausted, but not the whole town!” She took in a slow breath before exhaling it. “In the meantime, the curse will spread much faster than we can treat it! And that means fixing this is a job for the Elements of Harmony, not me!” she announced in frustration, gulping down more water.

“I see…” Sunset felt her raised hopes plummet. “Then I guess we’re back to plan A—use the amulets to drain the Element Bearers. Even if they don’t revert their transformations, hopefully they’ll at least be like this poor colt was and come to their senses. Maybe that’ll be enough to use their Elements?” she mused, not sure if she believed the theory herself.

“So we just have to isolate the six ponies who can fix this, simultaneously drain them, unite them with their elements, and then hope they’re in any shape to use them, all the while escaping the curse ourselves?” Twilight stated dubiously, wondering and worrying again why Midnight was being so quiescent within her despite all the sex she found herself surrounded with; a constant background presence and tug on her own newly-equine desires she couldn’t easily ignore. “That’s not exactly a high-probability plan, Sunset.”

Sunset couldn’t resist the urge to growl in frustration as she gave Twilight an exasperated look. “I know, but we don’t have many options here, Twilight. Do you have a better idea?”

“I might…” Twilight said carefully, adjusting her glasses on her face as she began typing at her laptop keyboard with her magic, amazing Sunset that she’d gotten so good at it in such a short time. “I was studying your magic while you were singing, Lady Requiem. It’s very unique, and for it, I think you might yet be the key to fixing all this.” She shortly explained what she meant, causing Sunset to blink and Delta to look at her in some confusion.

“I’m not sure I understand, Twilight Sparkle. You want to use me as a ‘conduit’?” Delta gave her a sideways look.

“For earthside magic, yes,” she explained further. “Our friends are waiting on the other side of the portal to create a counterspell song; replicating a tactic my counterpart and Sunset’s friends used to defeat three Sirens who got cast into our world long ago.

“You see, in our world, magic is generated most easily through what I call Harmonic Resonance—large H, not small—i.e., through song-expressed friendship. I’ve found no upper limit on the amount of power it can potentially generate with enough participants, and right now there’s an entire schoolyard full of students just waiting for our signal to create it. When they do, we can pour power into the portal.” She said with a glance at Sunset, whose brow was furrowed in thought. “We just need somebody to serve as a nexus. And you seem to fit the bill, Lady Requiem.”

“So by ‘conduit’, you mean we’ll use her as a living battery…” Sunset said, looking as impressed as Delta looked uncertain. “What do you think, Delta?”

It was several seconds before she spoke, looking down as she considered the question. “Honestly, I think it’s crazy! You’re asking me to channel an alien magic and then use it to power my own megasong spell?” Delta summarized dubiously. “I’ve never heard of that being done in all the spellsinging chronicles! But I also don’t have a better plan,” she admitted as they heard another distant cry of pleasure, followed by several more half-dragon ponies flying overhead.

“Then it’s decided,” Sunset mused with a wary glance up, relieved to see that Delta’s earlier concealment spell was holding as they did not look down. “But there are still several things we have to work out. How we get word back across the portal, not the least of them.”

“One of us could go back to tell them,” Twilight suggested.

“We’d have to power up the portal again for that,” Sunset warned. “And a portal passage is like lighting up a magical beacon. Twilight—er, Eclipse—would sense it instantly. She’d teleport here in a heartbeat, at which point it’d pretty much take another alicorn—or a Nightmare-possessed pony—to challenge her.”

“Or me,” Delta replied. “The Nightmare can detect and counter me, but Twilight can’t—at least, not immediately. I need some time to recover enough power, but if we can get past whoever The Nightmare possessed, then I might be able to distract or restrain her long enough for you to slap one of those amulets on her.”

Twilight thought about that, only to shake her head. “No offense, Lady Requiem, but if you’re talking about my counterpart, it’d be beyond belief she isn’t aware of your presence and hasn’t already developed a plan or six to deal with you. Or would be so clumsy as to just stumble into a simple trap like that.” She removed her glasses long enough to rub her eyes with a hoof, momentarily startled by the fact she didn’t have fingers again, startling Delta in turn to see her without glasses and realizing how alike to Princess Twilight she truly was. “From what you’ve said, she’s aware you’re here, and I can only assume she is aware of Sunset’s presence as well?”

“She’d pretty much have to be,” Sunset admitted in turn, sensing where her friend was going. “When I arrived through the portal, it was in the Ponyville spa around a bunch of siren ponies, who I then stunned before teleporting myself and the portal out. That’s close enough to the castle that Eclipse would have sensed not just the portal passage but all my spellcasting—and recognized the pony responsible. I’m probably lucky she didn’t teleport in immediately right then and there.”

“Which means that the only one Eclipse isn’t aware of yet… is me.” Twilight visibly swallowed, not sure if she feared more confronting Midnight or her equally corrupted equine counterpart. “And that in turn means… that I’m the only one who could potentially surprise her and get close enough to siphon her. If we can take her out, we can probably hold off the others long enough to get the portal feed and cleansing spell set up.”

Sunset and Delta glanced at each other before the latter answered for both of them. “Very well. So how do we do that…?”

“My ‘so-called’ army?” The still-angry Nightmare chuckled unpleasantly from her side of the room. “It’s far more real than yours, darling. And since I wish to humiliate you before ending your impudent existence, perhaps I’ll use it first to strip your remaining servants of their will! Sirens! To me!” she ordered, causing the eight or so such ponies to float forward.

“Such wonderful obedience, don’t you agree, Twilight Sparkle? Know that the true mark of a Queen is that they have the power to command respect and unite so many disparate beings, binding them all to her will!” she boasted even as Eclipse’s grin remained firmly in place. “You might be able to resist them, my former friend, but I’m certain your remaining servants cannot! Now, my loyal pets… charm this so-called Queen’s remaining slaves and turn them to my side, just as you did the Timberwolves!”

“Yes, our mistress!” they proclaimed as one, and began to sing in unison, using a lulling melody that caused the very air around them to resonate with magic, tugging on the bodies, desires, and very souls of all present.

Seconds passed as the singing continued, yet none were moved by it, most notably Eclipse herself, whose grin morphed into a confident smirk.

“Wow. So pretty,” Maud mused after almost a minute passed. “But still not as nice as the melodious sound of a rockfall or the strike of a pickaxe against stone. Sorry, Nightie, but I am unmoved,” she announced in her usual monotone.

“So am Ah supposed to be impressed?” Annie Smith rolled her eyes as she manifested a moss-like filter to form over her wooden ears. “By some cheap choral trick coming from a buncha wannabe singing fish? Reckon Ah ain’t interested in your offerings unless it’s country tunes on a banjo!” She turned up her nose.

“Meh. I’ve heard better,” Pinkamena shrugged after listening for a few seconds, going back to picking at the grooves of her hooves. “Just wish I had my smartphone with me so I could play some real music!”

“You said it, sis!” Limestone added with a bored expression. “You call this music, Nightie? I mean, come on! Where’s the human metal?” She stomped down hard. “I’ve been addicted to that ever since I first heard it!”

“Well, I kind of like it,” Marble offered tentatively, staying behind Limestone as she swayed lightly to the beat. “Though I still prefer some of that ‘pop’ music Pinkie played for us. Especially by that Bee-ber human.”

“Huh? What do you mean ‘metal’? And where did you two hear human music?” Maud asked idly, now ignoring the Sirens completely as both they and the Nightmare stared on in disbelief, the former redoubling their efforts to no visible effect.

Limestone grinned evilly as Pinkamena simply smiled. “Oh, didn’t she tell you? Guess you’ve been away with Mud Briar for a bit, but that Pinkie’s not our sister. She’s the human Pinkie Pie!”

“Was,” Pinkamena corrected again. “Been switching places with your sister every so often. Sorry for not telling you, Maud. It was nothing personal—I just promised my sister I’d leave her alone for a bit, and I figured that carried over to you.”

“Wow. What a twist,” Maud answered in pure deadpan, not otherwise reacting beyond a raised eyeridge. “Good to meet you, human Pinkie. Though you might have told me that while you were screwing my sphincter.” Her new stallionhood abruptly engorged beneath her belly.

“Good to meet you too, Maud,” Pinkamena likewise went erect; her expression softened for just a moment before turning flinty again. “And sorry, but it didn’t seem important at the time. Though I still wanna talk to you about your boyfriend…”

“Okay, I think we’ve all heard enough.” Eclipse flashed a strobelight spell at the Sirens, punctuating it with a shrill, piercing shriek that caused their song to cease and everypony present to recoil, the Timberwolf ponies shrinking back and whimpering, many clawing at their ears.

“Sorry, Nightmare, but the real reason I sent my loyal thestral soldiers to collect Spike is that they were the only ones potentially vulnerable to Siren song. As you can see, the Pie sisters and Annie Smith here are made of much sterner stuff. In any event, you’ve had your turn. So here’s mine!”

Her horn glowed as she played a very strong, metallic and guttural song from her own memory that drove the Sirens slowly mad and then into sleep, their chest gems cracking as they collapsed one by one to the ground. Off to the side, Flutterbat likewise whined and winced, but tried to shield Discord’s ears instead of hers with her wings as Starlight’s eyes watered, unable to vocalize her discomfort.

After an interminably long half-minute, Eclipse ceased her spell. “Fascinating creatures, Sirens…” she mused as she stepped forward to face off with The Nightmare. “They are in fact seen in both pony and human mythology. In our world, they were able to charm other ponies into doing their bidding with the power of song, but later on that power got corrupted by dark forces and they had to generate strife to sustain themselves. Individuals of both types traveled or were banished to the human realm in times past. I faced down and defeated three of the latter—with some help—and researched them more afterwards,” she explained, slipping back into lecture mode as the Nightmare looked like she’d just swallowed a lemon.

“What… did… you… do?” she asked through a snarl as she beheld her fallen first line of forces.

“My homework. It turns out that Sirens are very vulnerable to highly discordant melodies, which certain human musical genres have in abundance. So was that ‘metal’ enough for you, Limestone?” Eclipse called back as an afterthought.

“That was that ‘Old Man’s Child’ group, right? Yeah, perfect!” Limestone had a very pleased expression on her face and a hoof on her stallionhood, bobbing her head and stroking herself happily to the remembered beat. “You know any more of those, Queenie?”

“I might. But it doesn’t end there, Nightmare. Having driven them mad and into a coma, their minds are now blank slates, free of your control. Free to be molded… by other songs!” She immediately began playing a far different and more soothing melody, causing the Siren ponies’ reptilian eyes to open and their gems to begin to heal, hoofed arms reaching out towards the source of the song like starving foals.

“And in that state, their loyalty belongs to the one who sung to and awoke them—who fed and revived them. So welcome to my side, my new children!” Eclipse invited as they flocked to her, humming the new tune happily to themselves as they floated over to her half of the room and hugged her affectionately, kissing and caressing her as she favored them with some magical attention in turn. “Be at peace, and know that I will always love and cherish you,” she added to some foallike sobs before materializing a music box for them and sending them off with it, so it’s songs could nurture them further.

“I do thank you for creating these wondrous creatures for me, Nightmare—I admit, I didn’t have the capability to do so myself! Your Steedgyptian sorcery is truly something to behold! I look forward to adding its arsenal to my own.” She gave a low, mocking bow to the other mare.

“You will never get the chance!” The Nightmare seethed. “My Steedgyptian sorcery is also useful in other ways—like removing any and all enemies of my empire! Perchance my servants are no match for you, Twilight Sparkle, but I suppose the old saying is true—if you want something done right, you must do it yourself!” Her horn began to glow and the room began to shake. Several different spells began to charge around her horn at once as she drew on not only her own power, but Rarity’s ability to multitask magic.

Eclipse’s smile only grew broader. “A duel, Nightmare? You really are desperate! And a foal.” She lowered her head and charged her own horn. “Any real strategist would know better than to challenge an enemy on a battlefield of her choosing!”

“And any real general knows that the best way to break an enemy is to crush them at their strongest point!” Nightmarity retorted. “Your end is nigh, Twilight Sparkle! But don’t worry—I won’t kill you since I cannot yet upset my host! Instead, I’ll just cast you into the netherworld of limbo and let you slowly go mad within it! After a month in that featureless void, you will beg for death! And perhaps if I’m in a merciful mood, I’ll grant it!”

“How fun!” Far from frightened, Eclipse looked to the Pie sisters like she relished the battle to come, all present stepping back from the pair on both sides except Pinkamena, who stayed at the map table while Fluttershy wrapped her wings protectively around Discord and Annie Smith deigned to pick an equally helpless Starlight up and move her away from the scene. Eclipses eyes gained a look of hunger, but not one born of lust for carnal pleasure. It was a look of hunger for battle.

“We locked horns once before, when I was but a unicorn and you had possessed an alicorn! But now the roles are reversed, and with my added power, I am more than a match for you!” Cracks spiderwebbed across the floor as a crackle of arcane power surged between the two mares, though they were just as quickly healed by the intrinsic magic of the castle.

“But perhaps I misspeak. So, by all means, take your best shot, Nightmare, and we’ll see who the true magical master is…!”

Author's Note

Well, as much as I didn’t want to, I decided the chapter needed to be split up, sorry. It had just gotten too long. The second half will follow one week from today, and I don’t think I need tell you what it will contain! Hope you enjoyed seeing the CMC finally reunited with Spike, and the side action as Sunset, Sci-Twi and Delta try to figure out how to fix things. Additional reunions and action aplenty as Eclipse and the Nightmare face off for all Equestria in the next chapter, even as other adversaries/saviors continue to gather.

It’s worth noting that Eclipse shows what I feel Twilight Sparkle ultimately is--a master mage and scholar-turned-master strategist who does not rest until she has learned all there is to know about a subject or potential threat. I think it’s perfectly in character for to make contingency plans for such threats and do her homework, as she has here, and as the Nightmare is quickly learning. Eclipse is Twilight in her purest form, unencumbered by her inhibitions or fears but still all about friendship and spreading it at her core. The curse has certainly made use of that! The curse has also made use of Spike, and I gotta admit, I’m kinda fond of the little guy and thought he got the short end of the stick a little too often in the show. Guess I’m trying to make it up to him here! :rainbowlaugh:

Thanks go yet again to my prereading crew of Leo Archon, Silentwoofire, AJ_Aficionado, and Denim_Blue. Sorry I didn’t wait on everyone’s preread, but I decided it had been long enough and I’d already promised a Sunday release. The second half will follow in one week! Hope you enjoyed this in the meantime!

24: Nightmare Eclipsed, Part 2/2

The human Twilight Sparkle reached the correct conclusion quickly with regards to who could defeat her corrupted counterpart. And she was not at all happy about it.

“... Which means that the only one Eclipse isn’t aware of yet… is me.” she realized as she visibly swallowed, uncertain if she more feared confronting Midnight or her equine equivalent. “And that in turn means… that I’m the only one who could potentially surprise her and get close enough to siphon her. If we can take her out, we can probably hold off the others long enough to get the portal feed and cleansing spell set up.”

Sunset and Delta glanced at each other as Twilight finished explaining her plan. “Very well. So how do we do that?” the former asked.

“We’ll need to give some sort of signal to the other side—maybe when the portal turns back on, they create their counterspell song and aim it into the portal. But they’ll still need to know to look for it.”

“So now we’re back to the question of how to get word back to them without alerting Eclipse,” Sunset grimaced.

“You said you took your phone to Equestria with you last time?” Twilight recalled. “You also said that it came back with a new contact afterwards, so it was magically altered. Might be a long shot, but… I don’t suppose that those alterations mean it can now call home right through the portal?”

“Well… I doubt it, but…” Sunset levitated it out of her backpack. She used her magic to turn it on and attempted to make a call, only to shake her head. “No access point. No surprise there.”

“Could you establish an access point, Lady Requiem?” Twilight turned to Delta next. “I admit I don’t fully understand your magic yet, but… can you help it communicate with the human world?”

“I can try…” Lady Requiem took a shuddering breath, gathering what little power she had left. She cleared her throat once, then twice, taking another sip of water before she closed her eyes and began singing softly.

“World of Earth, hear my hymn, let us contact all her kin…”

Sunset’s phone connected.

Spike was quickly assembling his new family to take flight for the Friendship Castle when Cyber Belle perked up.

“Cellphone activation detected,” she announced, deploying a small radar dish from her back, which started rotating around, finally locking on a particular bearing. “By signal strength, range estimated at 2.8km, bearing 335 degrees, northwest,” she detailed as Cherilee duplicated her progenitor’s actions and quickly reached the same conclusion.

“Cellphone?” Spike blinked, recognizing the name of the device from his visits to the human world. “Who’d be using one here? And who’d they be calling?”

“Caller identified from Twilight Sparkle’s contact list as Sunset Shimmer. Voice call transmitting to cross-portal contact point via unknown means,” Cyber Belle recited, then blinked. “Call completed and recorded. Decryption commencing but will not be complete for some time.”

“I have some CPU cycles available, dear. Let me share the task!” Cherilee suggested, to which Cyber Belle nodded and immediately opened a network connection to her, causing a rapid stream of data to flash across their eyes.

“Feed complete. With our combined processing power, time to decrypt estimated at twenty six-point-three minutes,” Cyber Belle announced to nopony in particular. “I’ll keep it running in the background while we head over.”

“Wow. I almost understood all that,” Spike mused even as the rest of his harem had blank looks. “Okay, let’s go, everypony! The Nightmare’s back and Twilight needs our help to defeat her!”

“As our Lord commands!” the dragon ponies chorused as one, and then took flight on their large membrane wings into the night towards the silhouette of the friendship castle in the distance, Cyber Belle teleporting Timberbloom while Cherilee took Diamond Tiara and Silver Spoon.

Eclipse and Nightmarity stared at each other from barely five paces apart as the former continued to goad the latter, offering the equivalent of an ancient unicorn death duel. All the while the air grew heavier from the latent magic being released by the two powerful ponies, giving the spectators the same feeling they had before an approaching storm.

“I am more than a match for you now, Demon! But, perhaps I misspeak,” Eclipse suggested easily as the visibly fuming Nightmare stepped forward to challenge her directly, her horn already aglow. “So take your best shot, Nightmare, and we’ll see who the true magical master is!”

“Be careful what you wish for, Twilight Sparkle…” The Nightmare warned as arcane energies swirled around her, baring her teeth with her growl. “For my ‘best shot’ would reduce this town and much of the surrounding area to ashes!”

“As would mine,” Eclipsed lowered her head to present her horn. “But even if I allowed you to do so, you would almost certainly lose control of Rarity over such an assault on all she holds dear. So you call me a foal, but it’s you who is challenging me with a handicap, Demon!”

“So are you! You cannot cut loose either, unless you plan to bring this castle down on your friends!”

“Try me,” Eclipse invited again with a grin. “Now enough stalling! I have an empire to forge and many more ponies to rut, starting with Starlight Glimmer! So do you want to duel, or do you just plan to talk me to death, demon?” she asked as Starlight felt her heart freeze.

“As you wish!” The infuriated Nightmare attacked in anger, targeting Eclipse with a bright blue beam of such power that all spectators winced from its intensity. But Eclipse simply deflected it off a translucent shield into a wall, which somehow absorbed it with barely a singe to mar its face.

“A dark magic attack? Not bad. But useless after I already saw King Sombra’s. Then again, it was said that you were his lover back in the day, at least until you tried and failed to usurp his Empire through your then-host! So, what else you got, ‘Nightie’?” Eclipse goaded as behind her, Pinkamena snickered. She then reached into her flat mane to withdraw a pack of colorful playing cards, slapping one down on the table while she shuffled the rest.

“Sombra was an overconfident idiot who deserved to be overthrown! So try this!” The Nightmare next battered Twilight with multiple elemental energies; fire, ice and lightning in rapid succession; their power output equal to every Magus in the Griffon Kingdom’s military. But Eclipse easily absorbed the fire and lightning, using it to power her spells and recharge her own magic, simply standing still and accepting the punishment without flinching.

Sensing she was only adding fuel to her opponent’s fire, The Nightmare switched her strategy again to more mystical attacks, hitting her opponent with an array of curses designed to do everything from induce fear to magical disease, each of which was instinctively recognized and almost instantly parried by Eclipse.

And when that didn’t work, the Dream Demon Queen dredged up nightmare images from Eclipse’s own psyche and tried to use them against her, only to watch in frustration and anger as she simply laughed them off—“what scared Twilight Sparkle will not scare me, Demon!”—and then have the tactic turned right back on her as Eclipse duplicated the spell and taunted her with images of her moon god father saying what a disappointment she’d been; the image of him borrowed from Steedgyptian stone tablets.

“Enough!” The Nightmare shouted as she flung spell after spell at Eclipse, threatening to lose all control; the sheer force of her rage-driven magic staggering the would-be Queen for just a moment. But Eclipse regained her balance quickly and began countering the increased pace and power by raising her own to match, not so much fighting back as engaging in a mobile magic defense, shifting her enchantments and protective spells quickly to block each of the Nightmare’s efforts in turn. Magic was flung in every direction by their battle, hitting walls, floors and ceilings alike, and yet the Friendship castle absorbed it all, somehow keeping their battle contained.

Even an accomplished mage like Starlight was in disbelief as she watched silently from the sidelines, Annie Smith at her side. And I thought I was Twilight’s EQUAL??? was all the former could think as she watched the battle unfold; recognized the rapid-fire—and very potent—spellcasting passing between them, an unceasing exchange of curse and counter-curse that she could barely even begin to follow and most of which she didn’t even recognize. Then... she really wasn’t lying? THIS is what Twilight was always holding back? She felt her heart sink further.

“Yeah! That’s the way, Clipsie!” Annie Smith called out from beside Starlight, slapping her hip playfully. “For making mah kin do her dirty work, kick her flank like mah ancestors did to Consul Cawlus at Stalliongrad!”

“Go team…” A slightly bored-looking Pinkamena produced a pom-pom from somewhere and waved it perfunctorily over her head. “But leave some of her for me!” She grinned evilly and twirled her knife again.

“Now that’s metal!” Limestone leaned into the torrent of magic coming off the two, standing into it like a sudden storm hitting the family rock farm off the Everfree. “If you win, I want another song, Queenie!”

“Um… it’s kinda fun, but I just want to be with Discord again…” Marble looked longingly over at him, only to receive a sharp hiss from Flutterbat, who was keeping an eye and ear trained on the Pie sisters at all times even as she still sought to shield the visibly freaked and fearful dragonequis from the magical duel.

A duel that quickly reached a frenetic pace as The Nightmare tried again and again to overwhelm Eclipse with sheer power she drew on from her demigodly roots, only to find she couldn’t—that the corrupted Twilight Sparkle could match her mana for mana, incantation for incantation until both adversaries were at their maximums. Another minute passed before they broke their efforts with a clash of magical beams that met in the middle of the room and then flashed bright, knocking them both back and leaving the two adversaries softly panting, seeming no closer to determining a victor.

“Not bad, Nightmare…” Eclipse granted, a sheen of sweat on her forehead, her slitted eyes glittering. “I admit, you are quite powerful, and your range of spellcasting is most impressive. There were actually things in there I didn’t recognize. And for it, I don’t think I can beat you directly. So I won’t even try.”

“So nice of you to admit that I’m your better, darling!” The Nightmare was showing signs of severe exertion as well, but her aura had scarcely dimmed for it. “Know that I have held back, Twilight Sparkle, as I cannot yet kill you without potentially upsetting my host. So I instead simply seek to drain you. For once you are weakened enough…” She zapped a mirror, causing an ugly and dangerous-looking whirlpool of energy to form within and the air to start being sucked out of the room like a spaceship airlock. “’Tis off to Limbo you go!”

“A netherworld vortex!” Eclipse recognized with a grin, her cape whipping in the sudden wind. “Such a unique magical construct. But draining me is easier said than done, Demon. Be assured that I have held back as well, given that I don’t want to hurt Rarity.”

The Nightmare’s eyes narrowed. “If you seek a war of attrition with me, Twilight Sparkle, you will lose! As I draw on the ether itself, my reserves are limitless! But yours are not!”

“Perhaps…” Eclipse granted as the two began to circle each other slowly, the former Twilight paying the vortex no mind even as it tugged on her cape. “If we’re just talking about my internal reserves, you might be correct. But you forget, Nightmare—I draw magical strength from those around me! From the bonds I have forged and the friendships I have made! I fight for others while you just fight for attention from daddy,” she goaded again, causing the Nightmare to snarl and launch her assault anew, with redoubled intensity. And this time, Eclipse was forced back by the onslaught, seemingly only barely able to withstand the assault until she was finally knocked off balance by a strike of sharp windborne hail.

Sensing she had the advantage and that her adversary’s focus was disrupted, The Nightmare launched a fresh lightning strike to Eclipse’s chest that sent sparks arcing over her Coltic armor, causing her muscles to seize briefly, following it up with a simple telekinetic strike that could have collapsed a large building.

Eclipse was knocked off her hooves into the air and then sucked directly towards the all-inhaling portal, trying to keep herself out with what seemed to the Nightmare a slowly faltering self-levitation spell while the Dream Demon Queen blocked her attempts to teleport, delighting in what she took as a look of genuine fear on the former Twilight’s face for the first time.

“HAHAHAHAHAA!” The possessed mare laughed openly as all except Pinkamena stared at the scene in shock, while the latter didn’t bat an eye. “You lose, Twilight Sparkle! The world is mine! Enjoy your trip to the shadow realm!” she cackled in sheer joy as she knocked Twilight into the portal and closed the vortex behind her, slamming the door shut on her as she disappeared with a loud and desperate shriek.

Pinkamena blinked, then sneered. “The shadow realm? Seriously, Nightie?” She rolled her eyes just before another runic circle appeared over the map table and a dome of energy quickly grew out of its center. Within seconds it solidified, glowing brightly, and when it faded, it revealed the form of a very smug Eclipse, completely unharmed.

“You did not just use a line borrowed from a children’s card game on Earth,” Eclipse looked not so much annoyed as amused while The Nightmare stared at her with her jaw agape. “I played it with my Earthside friends and watched some of the television series—Flash Sentry is into it and taught it to me. I suppose you saw it in dreams like you always did. But since we’re now speaking in those terms, your trap card just failed thanks to my Otherworld Anchor magic card!” she announced bombastically.

“Effects: provides an instant return to the field from any physical or dreamworld realm for any card I wish, including my own!” she said as Pinkamena looked genuinely entertained and impressed. “Or in more practical terms, it provides me with an instant access point I can teleport back to with relative ease from anywhere, using a inter-dimensional traversal spell. It was originally invented by Starswirl the Bearded to allow himself to always find his way home from alien realms if he got lost in one, and with enough power, I could use it to return from Tartarus itself!” she grinned, then turned to Pinkamena. “So how was my performance, Pinkie?”

“Oscar-worthy!” She clopped her hooves together slowly. “Though, honestly? The Wilhelm Scream was a little much, Queenie.”

“Yes, I suppose it was…” Eclipse brushed off the frost from her brief sojourn into the void that had collected on her. “An interesting realm, Limbo. A bit too chilly and featureless for my tastes, but it’s also a misnomer that there’s nothing there and no way out of it. It has sub-dimensions that even Starswirl never figured out how to access, but it’s said that for the one who can, true godhood and omnipotence is the reward!” she mused. “Give me a month in there with nothing else to do like you threatened? I’d bet I could figure it out. But then I’d miss out on all the fun here!” She grinned as she turned back to face the Nightmare, who was grinding her mandibles together.

“Starting to get the picture yet, Demon? As things stand, you can’t beat me, and I can’t beat you—at least, not yet. Not until my friends and the next part of my new army arrives!” she said as the front doors to the castle opened and closed again with a resounding clang.

“... So wait until the portal reactivates, and then start singing? Got it!” Rainbow Dash confirmed from the other side of the portal, keeping Sunset on speaker so her friends could hear. She was very surprised to receive a call all the way from the pony world, even though it sounded quite distorted and began to fade out quickly. “You can count on us, Sunset!” she promised as the connection was cut.

“Okay, we’ve got our marching orders, folks!” Rainbow announced loudly. Once the portal glows again, we start playing and aim our music right into it!”

“Fine, but… what are we going to play?” Flash asked, having been at least partially restored by some rest and an energy drink or two.

“Oh. Um, maybe we could…” Fluttershy timidly raised her hand.

“Reckon it should be something we all know,” Applejack noted.

“I don’t know. That’s kind of a tall order…” Lyra replied, still dressed in her Zen master attire while her girlfriend Bonbon was in the business suit and dark shades of a secret agent. “The Rainbooms like rock, Flash’s band does pop, Octavia and Bulk Biceps like classical, and Trixie does her own thing. So what could we all play?”

“Um, actually, there is…”

“For a Great and Powerful song, the Great and Powerful Trixie recommends we play Tricks Up My Sleeve!”

“Do you ever get tired of speaking your own name, Trixie?” Applejack rolled her eyes, though she noted that the pony-side Trixie had said very little of late, enrapt in the videos she was watching. “We haven’t practiced that! But then again, Ah reckon we’ve all heard it enough to do it!” she conceded to some grudging agreement from the other band leaders.

“Um, that isn’t…”

“Then it’s settled!” Trixie said happily. “And since it’s my song, Trixie will take the lead!” she announced to groans.

“Fine.” Rainbow nearly swallowed her tongue along with her pride. “I guess we have no—”

“RAINBOW!” Came a short but sharp shout, the source of it instantly gaining everyone’s attention. “Please listen to me!” Fluttershy further demanded, only to catch herself immediately and shrink back once again, giving her friends a look both timid and flustered. “Um… you know… if that’s okay?”

“Huh? What is it, darling?” a surprised Rarity asked.

“Oh. It’s just that, um… we don’t need to play that! There is a song we all know!”

“Oh, really?” Trixie asked in annoyance. “And what is that?”

“The school song!” she pointed out. “We all had to learn it when we were competing to be the official school band over the summer!”

That brought a round of blinks from all gathered. “She’s right,” Flash realized. “Everybody does know that!”

“Guess we know it too…” Sunny Flare groused on behalf of the Crystal Prep students, who looked less than pleased. “We certainly heard it enough at the football game!”

“Ditto for your school song!” Rainbow retorted. “But great idea, Fluttershy! We’ll sing that! Okay, places everyone! It’s just about time to cleanse a curse!”

“My Queen! I present to you Dragon Lord Spike, and his new brood!” Shadowdash bowed low as a large group of ponies passed through the front hallway, some walking and some hovering in the air on their new dragon wings as they swiftly assembled at the entrance to the map room, immediately noting the presence of the Timberwolves, who took a not-entirely friendly interest back. “And as a bonus, the Cutie Mark Crusaders were with him!”

“They were? How interesting, since last I knew, they were with the former Zecora. And Dragon Lord, you say?” Twilight’s grin only grew wider as she stared at the newly grown drake before him and his harem, the expression on her darkened face approaching one of giddy delight as their features registered. “Such superb conversions! Such intriguing hybrids! Spike, you’ve outdone yourself!”

“Whoa. Twilight?” Spike stopped short and stared at her, startling the Pie sisters with not just how large and predatory he was but how deep his voice had gotten. “You look so… different.” His eyes traced her thestral features admiringly. “Have to say, I really like the bat-wings! They look a lot like mine!” He flared his proudly, showing off their impressive wingspan.

“Why thank you, my loyal scribe! And look at you! All grown up and already raising quite the extended family!” she noted approvingly, pouring him a goblet of his favorite soda. “I look forward to sampling their new attributes and cataloging their abilities in full. But unfortunately, such pursuits both scientific and sensual must wait. For as you can see, we have a minor problem to address.” She motioned back to The Nightmare, who was staring at Spike in amazement, a grin slowly breaking across her own features.

“Nightmarity…” Spike bared his large pointed teeth as he set eyes on her, taking a step towards her, his harem moving up to flank him on both sides as he took a long swig of the soda and then passed it back to Eclipse, wiping his muzzle with an arm. “Twilight didn’t tell me who you’d possessed. Figures.”

Why hello, Spiky-wikey!” The Nightmare mimicked Rarity’s tones and mannerisms perfectly. “My, how you’ve grown! You and your new brood will make a fine addition to my empire! And despite the desires of my host, I would be more than willing to name you my dragon liaison… which would give you the right to engage in some liaisons with me?” She turned around and flagged her tail at him.

“Know that I can offer you far more than your former mistress would! I can make you not just my chief consort, but the Lord and master of many, with your authority second only to me!” Her tail beckoned him forth with a rolling motion. “So what will it be, my dear drake? The one pony you have desired so endlessly and fruitlessly for years? Or the one who treated you as little more than a janitor for so long?”

“Oh, come on! Do you really expect him to—” Diamond Tiara began only for Spike to hold up a halting paw and consider The Nightmare, though he made no move towards her.

His gaze played over her for several seconds, but then he closed his eyes and slowly shook his head. “You know, it’s funny, Nightmare…” he mused as he crossed his arms over his large scaled chest. “For the longest time, I wanted Rarity. For the longest time, she was all that I wanted, and I held out hope for years that if I was nice enough or patient enough, she might eventually notice me. But she never did and I finally figured out she never would. It took a while, but with some help I finally got over her, even though my feelings for her never really went away.”

“But I have noticed you, my dear Spiky-wikey!” Nightmarity offered again with an enticing wink of her marehood. “And I invite you to have all of me that you wish!”

Spike stared at the display for a moment. He drew a breath, and then exhaled it slowly with a continuous stream of smoke, turning his gaze down and closing his eyes again as he did so. “Pass. I look at you now, offering her to me, and all I can think is… that you’re completely undesirable to me. Because you’re not Rarity,” he realized, then chuckled lightly.

“You’re just wearing her body, which I finally figured out was never meant for me anyway,” he decided as his brood pressed close for comfort. “What’s funny is that for all the ponies I’ve seen and rutted tonight, you’re the only one who doesn’t tempt me.” His twin malehoods softened for the first time in hours, becoming half-flaccid before him, though they still hung down nearly nine inches each.

“And as for Twilight, she always treated me as far more a son than a janitor. She hatched me, reared me and took care of me like a mother, so she has my loyalty and trust. I’d suggest you perform a certain anatomical impossibility with a phrase I learned from humans, but Twilight raised me better than that, and Cup Cake would be very disappointed in me if I said it out loud,” he noted while giving her a quick glance, and she in turn gave him a motherly grin and nod of approval.

“So I won’t curse. Instead, I’ll just say this…’ He cleared his throat and took a breath. “Go back to whatever Tartarus you crawled out of! And I’ll be more than happy to help send you there!” He puffed a gout of fire, the flames slithering out from between his teeth, the action promptly copied by his harem.

The Nightmare looked insulted, lowering her tail and turning back to face him fully. “Take great care, young dragon lord. I have dealt with your kind before, and despite what delusions you may have or whatever power you might have gained, be assured you cannot stand against me.” The very air around her began to cool and the space around her appeared to darken along with her mood. “Know that if you will not give me your loyalty and new brethren of your own accord, I will simply take them by force!”

To her surprise, Spike growled low, as did his new kindred, the former lowering his head and the latter lashing their long dragon tails hard, thumping them on the floor behind them. “They are mine, Nightmarity! I love them all and would die before I gave up even a single one of them! And they would rather die than be taken from me!” he announced emphatically to a set of resounding cheers and shouts of agreement behind him.

“Spoken like a true Dragon Lord,” Eclipse acknowledged, moving to their forefront. “Be assured, my former scribe, that I have no intention of taking them from you. The ponies you have converted are yours forever.”

“You… you mean it?” Spike looked at her in wonder.

“Of course! You are like a son to me, and you’ve made me very proud this night, Spike. You’ve created a very powerful new race, as I hoped you would. All I wish from you—and them—is that you be a part of my new kingdom and serve my interests when needed. And you will very much be needed to expand its borders further!

“Know that your place is where it has always been—at my side, as my friend and advisor, in possession of both my trust and a seat at the map table,” she reminded him with a nod behind her. “Though I believe I will shortly have to add consort to the list…” She licked her lips with her long thestral tongue as she inspected his twin organs closely, breathing in their scent deeply. “I look forward to seeing what you can do with these!”

Spike blushed at that, finding himself quickly hardening again under her scrutiny, surprised to feel a fresh surge of desire at the idea of taking the mare he’d seen as his mother.

Then again, I’ve already tucked one mother tonight… so, why not another? “I think I’d like that…” he admitted somewhat breathlessly, allowing her to tease him lightly with her aura, watching slightly wide-eyed as she did so. “But the thing is… I’m a dragon lord and I got a family now! I gotta take care of them, so I can’t be with you all the time!”

“Your desire to do so does you great credit. But be assured, my former scribe, that I’m not asking you to be…” Eclipse promised with a parting nuzzle of his massive malehoods, causing his breath to catch. “All I wish is that you bring yourself and your brood under my fold. That you take care of me as much as you take care of them.” she reared up and put her hooves on his shoulders; the tips of his organs rubbing against her bare belly below her Coltic cuirass.

“I need you, Spike. In every way that matters. Even in my new form, I’m not complete without you. So join me! Take your proper place beside me… and within me!” She duplicated The Nightmare’s earlier enticement, turning and flagging her tail at him, and this time, Spike was so turned on it was all he could do to restrain himself, wanting to bury his two throbbing organs to their hilt in her right then and there.

“Twilight…” Spike’s lip glimmered as he wrapped his arms around her to hug her hard. “I love you! And I want to make love to you as soon as I can!”

“Such sickening sentimentality,” The Nightmare sneered, breaking the moment. “And one you will shortly be purged of! Last chance, ‘Dragon Lord’—join me, or share your mistress’s fate!”

Spike released Eclipse and stared at her through narrowed eyes. He studied her for a long moment, then turned back to Eclipse, and finally to his assembled harem, as if gauging their opinion on the matter. Receiving angry and determined looks back, he nodded and stepped firmly to Eclipse’s side, followed shortly by his new family; nearly fifty dragonified ponies facing off with the Nightmare and her remaining Timberwolf followers, who likewise moved up to flank her.

“And so you have your answer. The sands are shifting, Demon,” Eclipse noted with a confident grin. “Your remaining forces will not avail you here—the bane of Timberwolves is fire, which both dragons and I have in abundance!”

“Oh, really?” Nightmarity sneered.

“Yes, really! You of all ponies should know that fire defeats grass, Nightmare. It’s super-effective.”

The Nightmare’s eyes narrowed as Pinkamena rolled hers. “I’m sorry. And now who is quoting a children’s game, Twilight Sparkle?”

“Yeah, that was kinda lame, Queenie,” Pinkamena agreed.

“Everypony’s a critic…” Eclipse sighed, though she never lost her grin. “The point stands. Your move, Nightmare.”

“My move is already made! I was well aware that you were a fire elemental, Twilight Sparkle! And thus, I enchanted them against it! So if you wish for a battle between our respective sides, I am more than willing to grant it!”

“Enough!” A new voice broke into the conversation as Annie Smith stepped up. “Allow me to end this apple-measuring contest right here and now! All Timberwolves answer to their alpha! And that sure as hay ain’t you, Nightie! It’s me!”

“Silence, you old crone! I have your kin under my control, and if you wish to keep them safe, I suggest again that you join me!” The Nightmare warned.

“Oh, yeah? Reckon Ah can fix that lickedy-split!” she boasted, then threw back her head and gave a long, loud howl.

“Whoa. What was that about?” Twilight asked as they watched what she estimated as several score of half-dragon ponies fly from one side of Ponyville to the other like a flock of giant predatory bats, led by an even larger figure at the forefront.

“I’ve heard of dragon migrations, but a dragon pony one?” Sunset mused aloud. “Any thoughts, Delta?”

“Not a one,” she said, still tired and nursing the water. “And I’m going to need to update Princess Luna on what’s happening here soon. But at this rate, It’ll be another hour before I can do even that with how low my magical reserves are.”

“Is there any way we can restore your power more quickly? I might be able to sneak into a pharmacy and retrieve a prescription ether potion,” Sunset suggested.

“Ether?” Twilight blinked at the usage. “You mean like—”

“Like in Final Fantasy, yes.” Sunset confirmed with a chuckle. “It’s a controlled substance here, only given for certain maladies, with some less-than-reputable basement brews sold in dark alleys. Believe me, I was very surprised to see it referenced in human video games when I arrived.”

“I appreciate the thought. But it won’t help,” Delta sighed. “I’m not a unicorn and my magic doesn’t work like that. My magic is song, and thus I’m powered by it and not mana.”

“Powered by it?” Twilight repeated. “Wait—so you can recharge by listening to song?”

“Yes,” she confirmed somewhat sleepily. “If it’s music I like, that is. But unless you’ve got a phonograph and some particularly energetic and uplifting records to play on it…” She trailed off as she saw Twilight and Sunset exchange a glance and a grin.

“In that case, Lady Requiem…” Twilight floated a pair of headphones out of her pack and slipped them around a surprised Delta’s ears, finding they’d likewise been altered to fit pony heads by their portal passage. “Allow me to introduce you to the Epic Music Channel!” She hooked it to her laptop, and then turned them on.

Delta was nearly knocked backwards in surprise by the passionate and powerful melodies sounding clearly through her head. “Wow! I never knew humans could produce such music! That’s so…” she couldn’t say more as she trailed off and closed her eyes, murmuring to herself happily as she drank it all in.

“Well, I guess we just leave her to it,” Sunset said with a smile at the dazed and dreamy expression on Lady Requiem’s face. “So let’s get her powered back up, and figure out our next steps…” she suggested, only to trail off as an eerie howl sounded across the town, followed by several, then dozens more.

Of all the sounds the assembled ponies at the Friendship Castle thought they would ever hear, a blood-chilling howl coming from the vocal cords of the former Granny Smith was not among them.

She threw back her head and bayed long and deep; a sound that was heard not just by the ears, but by the very spirits of her Timberwolf brethren and instinctively understood by them: a call for unity; a call to assemble on the howl’s source; one that drew them all towards the owner, who they instinctively recognized as a strong and experienced alpha…

The only true alpha they had.

They obeyed her instantly, as those outside of the castle stopped whatever they were doing—even rutting—and made for it, while those within immediately lowered their posture, whining before howling back, battling their own conflicted bewitchments—one siren-fed and telling them to obey their Nightmare mistress, but the other, much more deeply ingrained into their being, telling them to answer the siren call of their own kind, and the only one who had the true authority to command them.

In the end, the battle within their psyche was sharp and chaotic but brief as their implanted instincts and the well-practiced howl of Annie Smith won out, as she spoke to them in their own tongue, ordering them to her side.

“What? No!” The Nightmare shouted as she sensed her control slipping and tried to stop the far-more experienced mare by erecting a soundproof shield over her faltering forces, only to watch as even without the howl, multicolored apple blossoms erupted all over the wooden parts of their bodies, releasing a pollen that was not just sweet but somehow able to sever her control; the more they inhaled of it, the more of her magic was dispelled until finally...

“Not bad fer an ‘old crone’, dontcha think, Nightie?” Annie Smith said as she walked among them and they bowed deep before her, the no-longer-elderly mare looking normal except for her youth and green-glowing eyes. “That was an old trick I learned to dispel magical influences! Sorry, but not sorry; they ain’t gonna listen to anypony but me now! And Ah don’t care what magicks you got, there ain’t a dang thing you can do about it!”

“You…” The Nightmare seethed as suddenly there was further commotion outside and several more Timberwolves ran in to greet their alpha, including…

“AJ! Big Mac!” Annie Smith called to them, and recognizing her, they ran to her instantly, prostrating themselves at her hooves and whimpering their apologies to her.

“It’s okay, young ‘uns. I broke her control. Yer back, and yer with me now, where you belong!” she promised, and they expressed their gratitude by licking her paws and face. “Yeah, yeah…” She tolerated it briefly. “You know, if ya’ll wanna lick me, then reckon Ah can think of better places to do it!” She pushed them both away just enough to continue. “But later! Now back off, the both o’ ya! Business before pleasure!” she ordered, and they obeyed instantly, then turned on The Nightmare with narrowed green-glowing eyes.

“Well done, Annie Smith!” Eclipse praised. “I admit, I was going to be far less gentle in the way I wrested control of them from her.”

“That’s fine, but Ah’m gonna want even more from you now!” she told her. “Helping ya here wasn’t part of our original deal, so you better sweeten the pot, ‘Clipsie!”

“That will be my pleasure, Annie Smith.” Eclipse bowed low before the other mare.

“Wow, Granny!” Timberbloom called out, stepping forward along with her friends. “That was amazing!”

“And then we have the CMC…” Eclipse finally noticed them fully, a wide smile breaking out on her face as their varied features registered. “My, most interesting forms. And perhaps you three would mind explaining just how you escaped Enchantress?”

“Oh, you mean Zecora? It wasn’t that hard,” Cyber Belle shrugged.

“After she transformed us, we broke free and tucked her silly, and then left her to sleep it off! Sorry if that wasn’t part of your plan for us, Queenie!” Fireflight added with some sass, showing her teeth in a triumphant grin.

“Oh, really? Just a moment, then…” With a smile and without further preamble, Eclipse generated a fresh runic circle that Starlight and the cyberponies instantly recognized as a summoning circle. Its glowing icons orbited the center briefly before a bright dome of magical energy appeared and expanded out from the middle, reaching the edges before becoming opaque.

It faded quickly to reveal a second pony; a surprised and sleepy half-thestral zebra mare.

The transformed Zecora’s eyes fluttered rapidly as she gained her bearings, only to out a gasp she realized upon setting her eyes on Eclipse. “My Queen!” Enchantress instantly prostrated herself, falling to her knees. “I have not succeeded in my appointed task! I was simply not able to do as you ask! You sought new servants, but I have failed, ‘tis true! For first they turned on me, and then they turned on you!”

“Failed me?” Instead of scolding her, Eclipse bade her to rise with a tendril of aura under her chin. “My dear Enchantress, be assured you have not failed me! You have in fact succeeded beyond my wildest dreams!”

“Her name’s ‘Enchantress’?” Pinkamena smirked. “Nice.”

“I… I haven’t?” Enchantress looked up with her in surprise, a desperate hope etched on her striped bat-pony features.

“Not at all! I mean, look at them!” Eclipse stepped forward to inspect the expanded CMC members as the group stared back at her, unimpressed by her regalia or new bat-pony form. “A phoenix-infused pegasus… an intelligent Timberwolf… the Kirin they created…” she recited as she stepped down the line, passing by the altered Scootaloo, Apple Bloom, Silver Spoon and Diamond Tiara in turn.

“Such magnificent forms you have bestowed on them! You are truly the master of the arcane and the greatest of all alchemists, my beloved friend! I can only begin to imagine their new capabilities and powers! So let’s start with you, Scootaloo! Our zebra friend clearly used the Phoenix feather I gave her on you. I must say, I’m impressed! For not only can you now fly, but I’m guessing that those wings of yours can cut through anything?”

“It’s Fireflight!” the former Scootaloo corrected huffily. “And yeah, they can! So don’t bother trying to restrain me, Queenie! Phoenix fire cuts through anything, even magic!” She took a swipe with her wing through the air, leaving a fiery trail behind.

“Fireflight? Not bad, squirt. Sounds like you named yourself after a certain somepony?” Shadowdash called down in approval.

“Yeah, I did! Got a problem with that, sis?” she challenged, looking up at the pony she had admired most, not even blinking at the fact that she was now a stallion-equipped bat-pony. “And I ain’t no squirt anymore!”

“Not a one,” Shadowdash answered easily with an approving nod. “I just hope those new wings of yours aren’t for show!”

“Wanna race and find out?” Fireflight immediately offered with a toothy grin. “Winner gets to be on top!”

“Later. And how about you, Apple Bloom?” Eclipse asked next. “Or I’m guessing I should call you—”

“Ah’m Timberbloom!” she corrected, causing a riot of plants and vines to sprout from the floor around her, blooming immediately with apple flowers in a mild demonstration of her new powers. She then turned to her right and spoke with more warmth. “Hey, Granny! Great display! Even Ah felt that! And better yet, It’s great to see yer young again!”

She received a warm smile in return. “It’s Annie! And Ah shore am! Reckon Ah’m gonna have to teach ya the facts of Timberwolf life now!”

“And reckon Ah already know them!” Timberbloom showed off her new canine organ, to an approving nod from her formerly elderly grandmother.

“So, I see the legends about Kirin originally coming from ponies infused with Phoenix fire are true!” Eclipse said gleefully as she continued down the line to the next two ponies. “It’s said that they had their origins in ancient Chineigh, and were a ruling race ultimately defeated and driven out by those fearful of their power and destructive potential. But that is a story for another time. So, are you enjoying your new bodies and magic, Silver Spoon and Diamond Tiara?”

In response, the pair glanced at each other with a grin, and then teleported with not just a flash of light, but a flare of fire that left a scorch mark on the ground where they stood, only to reappear with an identical flare on either side of a bound Starlight, who they began to openly ogle. “We are! But we decided on the way over here we’re called Diamond Teats and Silver Sex now!” The former Diamond Tiara announced.

“Well, they’d definitely make good porno names,” Pinkamena observed in at least idle interest.

“So they’re named after precious gems and metals. I approve,” Maud said, admiring them from afar.

“Thanks, I think. Hey, Twilight—mind if we do Starlight, here?” Silver Sex suddenly asked, causing Starlight’s eyes to dart back and forth fearfully between them even as her sex winked helplessly behind her for all the various pheremones and magicks in the air, continuously tugging at and feeding her overstimulated desires. “She’s ripe for the taking!”

“Sorry, but no—I have my own plans for her. I’ll have to test the full range of your new abilities later. And then there’s you…!” Eclipse then stopped in front of Cyber Belle, who stood before her as a full adult, her technological enhancements very much in evidence from the glowing lines of circuitry that traced zig-zagging paths through her body to the texts and graphics that passed over her eyes.

“Such superb cybernetics! But let us try a quick test. If you were made with my smartphone, you should be able to finish for me this sentence: ‘A Guardian is a symbol of comfort…’”

“But an army is a symbol of conflict,” Cyber Belle answered instantly, in an unfamiliar stallion’s voice. “Quote by Professor Ozpin to General Ironwood, season three, episode four.”

“Very good. You have clearly digested my phone’s downloaded videos. Next, what is the factorial of -2.5?”

More data flashed across her eyes, including a very odd graph. “By extending the concept of factorial to non-integers and negative numbers via the Gamma function, four-thirds times the square root of pi,” the former filly answered authoritatively as Cherilee likewise made the calculation and was surprised at how quickly and easily she came up with the answer, having never studied or even known of such advanced mathematics as humans possessed before. “It’s an irrational number, so it’s impossible to state precisely. Is that good enough, or shall I recite the first million decimal places?” Cyber Belle offered dryly.

“No need. And the factorial of -12?” Eclipse challenged next, her grin turning coy.

“Undefined!” Cyber Belle snapped in great annoyance as a red warning message flashed across her eyes. “As it is for all negative integers! And for the record, I do not appreciate you trying to trick me into dividing by zero!”

Eclipse’s smile got broader. “Very well, then. It seems you have robust exception protocols and full access to the human knowledge contained in my phone apps. So let’s try Equestrian knowledge next, by asking you about something you could not have known before: What is the spell to reverse gravity?”

“Sursum descenderet.” Cyber Belle cast it instantly on Blueblood, who fell upwards toward the ceiling with a soundless shriek, only to be caught—barely—by Nightmarity. “It was in the magic texts you uploaded to your phone. And before you ask, the spell for weightlessness is Morbi Libero.”

She cast it on herself and then deployed a jetpack from her back as she began to float away, enabling her to zoom around easily before reversing the spell and landing again before Eclipse, dispersing both the spell and her propulsion device. “I’ve memorized all the Equestrian spellbooks that were in your phone’s memory, even the more arcane ones, and my internal reactors give me more than enough mana to power even the most draining of them. Satisfied, teach?” she asked with a smirk.

“Almost. And your sensual abilities?” Eclipse asked eagerly.

Cyber Belle smiled. As everypony watched, she inflated her testicles and teats to a large size and initialized her unique erection, deploying multiple tendrils from her back and turning her tongue into a phallus, waving them all about in a menacing manner, threatening to turn them on Eclipse herself. The would-be ruler looked upon them with more than idle interest, licking her lips hungrily as she inspected each probing appendage in turn, noting each sported a tip in the shape of a different type of male organ.

“If you’re interested, I’ve come up with a nice little demo routine. But if you don’t want me to use it on you, I’ll be happy to try it out on Glimmer, there,” Cyber Belle suggested through her internal microphone with a nod to the bound and still-unaltered mare. Her words caused a muted Starlight’s eyes to go wide, more desperate than ever to be rutted senseless even as she both desired and dreaded the outcome.

Eclipse bared her teeth as she smiled. “Sorely tempting though that is, she’s mine to convert! Regardless, I’m impressed, Sweetie Belle. And your final exam, then, is…” she cast a sudden spell that the cybernetic filly quickly recognized as one designed to disrupt human electronics. But Cyber Belle reacted instantly to the threat, blocking the spell and parrying additional incantations with ease.

The magical sparring match lasted but half a minute before Eclipse withdrew her aura, to a smug look from Cyber Belle. “Sorry, ‘Clipsie’, but I already researched all my potential weaknesses and addressed them. EMP spells won’t affect me thanks to my new Faraday Cage counter-curse, and don’t bother trying to pass me a computer virus, either. My anti-intrusion enchantments make me immune.”

But far from disappointed, Eclipse leapt in joy like she was a filly again just gaining her cutie mark. “Magnificent!” she shouted. “You are an alchemic masterpiece! Such strength! Such knowledge! A perfect fusion of human technology and pony magic!” she praised both her and Enchantress, the latter of whom she pulled to her without preamble and kissed very deeply, whispering words of promised pleasure in her ear that caused her cheeks to blush and her half-thestral zebrahood to go instantly and very rigidly erect. “You are an incredible creature, Sweetie Belle and would be an enormous asset to my efforts! I thus offer you and all your friends the chance to use your powers in service to me!”

“It’s Cyber Belle. And logically, why would I do that, Queenie’?” she asked in her slightly synthesized voice as she retracted her tendrils. “My power makes me the equal of any alicorn. So why should I not make others serve me?”

“I see!” Eclipse replied without a hint of worry. “In truth, I would expect no less. And what about the rest of you? Do you feel the same way?” She stalked down the line of them again. “How about you, Scootaloo?”

“I already told you, it’s Fireflight! And since when do I take orders from you, Queenie?” she asked from her hover, making her wing flames grow hotter and brighter.

“Then you’ll take them from me, squirt!” Shadowdash flew down to face her. “Adult or no, I’m still your big sister!” She poked a hoof into Fireflight’s chest.

“Oh, yeah? Not as big as I am!” She showed off her new assets, including a half-avian erection that reached more than halfway up her belly.

“Oho, is that a challenge?” Shadowdash promptly displayed herself in return as the two compared their organs side by side, and shortly began rubbing them together briskly, the pair soon boasting of their respective conquests and offering various contests to decide who would get to rut the other first.

“And how about you, Timberbloom?” Eclipse left them to it as she proceeded down the line.

“Serve you? And just why the hay should I?” she asked dismissively, her vines automatically sprouting thorns in a reflection of her mood. “Zecora already told us you were the one who made her experiment on us! So why should we give you the time o’ day?” she sassed back as Annie Smith frowned.

“And do you regret it?” Eclipse asked unrepentantly, never losing her grin. “Do any of you regret your new forms? Or all the power and pleasure it’s given you?”

That caught her a bit short. “Well…”

“I thought not. Know that I can give you even more of both,” she offered. “And to receive it, all you have to do is serve me willingly.”

“And what if Ah say no?” Timberbloom snarked, enclosing herself in a thorn cage. “You know, we were having a great time out there ‘till you dragged us all in here!”

“Hey!”Annie Smith shouted, marching forward to face down her granddaughter, disassembling the barrier with her own power and then passing right through it. “Now you listen and you listen well, young ‘un—yer still an Apple, and you mind yer manners! And if that ain’t enough, remember that Ah ain’t just yer granny, but yer Alpha now!”

“But—“

“No buts!” Annie Smith turned her ears high and pointed them forward, looming over Timberbloom, her green glowing eyes boring into her granddaughter's. “Yer part of mah pack now, and Ah already promised Clipsie Ah’d help her! So you will too!”

Timberbloom instinctively lowered her posture and her ears submissively, surprised at how ready she was to tuck her new canine tail between her legs. “Huh? But why, Granny? Ah can tell you got as much power as her! So why we gotta serve her?” she tried again, though with much more uncertainty.

For the first time, Annie Smith betrayed some annoyance, a growl building deep in her throat. “Because we struck a deal, young ‘un! Because Ah promised Ah’d help her in exchange for exclusive cross-portal business and because Timberwolf or no, we Apples never go back on our word!”

“B-but…” She looked longingly over at her friends and Spike.

Annie’s expression softened at that. “Ah ain’t saying you can’t be with ‘em, you silly filly! But you got responsibilities to yer family and pack now, too! Sorry to say, life ain’t all fun and games, even now! We still got a farm to run and a new ruler to serve! And a lot o’ work to do if we’re gonna expand our business to the human realm!”

“Well said, Annie Smith,” Eclipse approved. “And I thank you for taking care of the other Timberwolves so gently. I was going to have the Sirens charm them to my side, as I feared any counterspell I attempted would have to wipe their minds to break the Nightmare’s control. For freeing them without crippling them, you have my thanks. And as their Alpha, they are yours to command, now and forever!”

“Yer welcome. But Ah didn’t do it fer you! Ah did it for mah kin! And ‘cause I can’t stand her!” She growled low at The Nightmare, who was silently smoldering, and now standing almost completely alone. And yet she made no move, seemingly biding her time while waiting for a distraction to pass. “And I still want a sweeter pot! So what are you offering, Clipsie?”

“I would expect no less from one such as you. Your loyalties and the courage of your convictions do you great credit, Annie Smith, so I expand my earlier terms to cede you the entirety of the Everfree.”

Annie Smith blinked at that. “Really? Wow, that’s mighty generous o’ you, Queenie! With this many Timberwolves under mah pack, reckon we can make that land really work for us! Can’t wait to grow zap apples year round!”

“As long as I get first samples!” Eclipse chuckled, then turned back to her adversary. “So, that takes care of your so-called Army. All that leaves is you, Nightmare!” the former Twilight Sparkle grinned unpleasantly. “All you have left is Opalescence, who seems more interested in her grooming, and that useless half-converted Prince. You’ve lost, so I offer you one chance—release Rarity here and now, and you may yet live.”

“You haven’t won yet, Twilight Sparkle! Sweetie Belle? It is time that you join my side!” The Nightmare turned to her cybernetic sister. “If you wish to avenge what that so-called enchantress did on Twilight Sparkle’s orders, I provide you with the perfect opportunity! Join me, and I will lay the two worlds at your hooves!” she offered. “Join me, and I will show you the sensual pleasures that only the dreamscape itself may provide!”

“Aw, come on! Do you really think she’s gonna—!” Spike began only to stop when Cyber Belle held up a hoof and stepped towards her possessed sister.

A flat beam of energy emanated from her horn as she scanned the apparition, data and various charts running over her eyes in rapid succession. “No,” she finally said. “I will not comply.”

The Nightmare’s expression turned angry. “What was that? You dare disobey your own sister?”

“Even if I was inclined to obey her, I can tell you are not my sister,” Cyber Belle said succinctly. “You have her voice and form, but it is overtaken with dark magic belonging to a second spirit—I have determined that there are in fact two magical signatures within her body. Despite that, I sense Rarity’s spirit and magic remains intact and distinct, buried deep within you. You have not assimilated her yet, and I see from the Queen’s uploaded literature that it will take you some time to do so. I will not allow you that time. Now let her go, Nightmare.”

She deployed an array of human weapons from her back with laser dots aimed at the apparition’s chest and forehead. “Let her go, or I’ll…” she trailed off as a frantic search of her information databases revealed no satisfactory way to carry out her own threat.

“Or you’ll what?” Nightmarity challenged without so much a flinch, completely unconcerned by the impressive arsenal pointed at her. “Kill your own sister?” She then took on Rarity’s original form and colors. “What will you tell Mother and Father?” she sniffled.

Despite her logical subroutines, the sight gave Cyber Belle pause and her aim started to waver as The Nightmare returned to her dark colors. She studied her sister’s form, only to notice a stark contrast in the mare’s eyes. One pupil, slitted and bearing a reptilian appearance and clearly vexed, the other a vibrant blue and full of fear. The Nightmare let out a growl of frustration as her shadowed coat began to recede, as if the original Rarity was trying to break free; her white fur showing through growing breaks in a miasma that made up the Nightmare’s dark, ethereal form.

“Sweetie Belle? Please!” Rarity suddenly plead, tears in her eyes. “I can’t escape her! You have to help me! Take my hoof! Pull me free!”

“Rarity…” Cyber Belle called out. Her love for her sister overriding several internal security warnings, she reached out before Eclipse could stop her, sensing a sudden surge of dark magic from the demon-possessed mare.

“No!”she shouted too late as their hooves met and red warning text began scrolling over Cyber Belle’s suddenly static-filled eyes; Nightmarity then restored her half-demon form and began to laugh as smoke started pouring off her sister’s joints while she struggled to regain control of her compromised systems.

“Foalish filly!” The Nightmare cackled, dispersing the illusion of the original host. “Do you really think me helpless against your likes? I have seen enough of the human realm through the dreamscape and I know of their technology and weaponry—enough to devise my own curses and spells that would turn them to my use, for my eventual passage into their world! Ones that could be transmitted through touch! You may consider that a minor piece of malware for what else I may do to you!” she further claimed as her hostile takeover of Cyber Belle was swiftly completed and worse, the curse was shortly transmitted in turn to Cherilee, and all their other cyberpony descendants.

The text in their eyes likewise went scrambled, their glowing irises turning a deep purple as they then deployed and turned their weaponry on their former friends, tentacle-like tendrils reaching out to capture and inject them with a rapidly-created technovirus that began converting them anew, transforming them into nightmare creatures.

“Checkmate, Twilight Sparkle! You lose! By injecting nanites into your so-called friends, I can bend them all to my will permanently and give them any form I wish! And to borrow a phrase from a human television series I’ve seen some dreams about… resistance is futile!” she cackled gleefully as even Pinkamena looked perturbed, her eyes darting about and considering a rapid escape. “Thanks to you and your alchemist friend, you have just given me the means to take over both worlds on a platter! Within mere minutes, all of Ponyville will be under my thrall! And then shortly, all Equestria!”

“An excellent strategy, Nightmare,” Eclipse grudgingly admitted as she erected a powerful shield around her remaining forces, who looked around nervously as a dozen ponies began sprouting cybernetics and moved to circle them. “I admit, I didn’t foresee this, as I never dreamt you had an ability to take over human technology. Unfortunately for you, there’s just one problem with it. For you see, Cyber Belle and all her descendants were created using my smartphone.”

The unimpressed Nightmare stared at her smugly as the transformation process was completed and several Timberwolves now had cybernetics added, obediently moving to surround their former friends. “And what of it? I’ve seen your dreams, Twilight Sparkle, and I have access to my host’s memories of you as well! If either I or my host knows you at all, darling, I feel safe in saying that all you had installed on it was some math applications and a few downloaded human entertainment videos!”

“You’re half-right.” Eclipse retaliated. “I admit I did have an affinity for some advanced human mathematical concepts I found—an interest that was, ironically, sparked by lunch at a human pizzeria.” She chuckled to herself. “But did you really think I wouldn’t have examined the smartphone? Experimented on it? Added my own spells to it?” She paused, letting her words sink in as The Nightmare’s eyes narrowed a fraction. “Spells that included my own security enchantments?”

The Nightmare’s expression dropped briefly. “You’re bluffing!” she claimed as Cyber Belle and Cherilee ran a quick system check at her mental command, only to shake their heads. “I detected no such enchantments, and neither did they!”

“So once again, you demonstrate not only the limits of your power, but your complete inability to think more than a couple moves ahead!” Eclipse mocked. “As I was storing significant information on it—as well as a few pictures of me and my human boyfriend I didn’t want getting out—I added several passive wards of my own design to make sure it could not be compromised, or failing that, that any intrusion would be instantly detected and analyzed. As such, I already know exactly how your techno-curse works and how to unravel it. Allow me to demonstrate…”

She cast a new spell that caused an immediate reaction in the two present cyber ponies, scrambling their programming anew. It was just as quickly transmitted to all their descendants as the cleansing counter-curse took hold, purging their programming and restoring their original operating systems and personalities with a series of sparks and smoke followed by the pair collapsing to the ground, shaking.

“System reboot in progress. Safe mode in effect…” A shaky Cyber Belle announced, voice fluctuating in tone as her eyes flickered for several seconds. “All non-essential systems remain shut down until full system scan performed and malware purge completed.”

“Defense systems inoperative. Both logical and magical firewalls unavailable,” Cherilee added in an equally weak voice. “Current operational efficiency rates are at 6.5%.”

“It’s all right. Stand down, Cyber Belle,” Eclipse told her, helping her back to her hooves, casting a fresh spell to help correct her corrupted programming further as their newest captives reverted their uncompleted transformations, the curse magic acting for once to restore them. “Stand down, both of you. I’ve got this, so keep your weapons sheathed. They are not needed here. And Cyber Belle? Be assured that by the power of friendship itself, I will get your sister back.”

“You will…?” she said dubiously, then turned her head weakly to scan Eclipse in turn. “Your blood pressure, respiratory rate and perspiration activity are unchanged from earlier. This indicates no lie detected,” she acknowledged, retracting the remains of her arsenal. “Though my processing power is currently very limited and I cannot conclusively be certain of your veracity given your fine magical control, I estimate an 84.62% chance you are truthful. So I will give you the chance to prove it,” she decided, climbing unsteadily back to her hooves.

“Very well, Queen Eclipse. You saved me when I could not save myself. If you can also free my sister without harming her… then I and all my descendants will swear loyalty to you,” Cyber Belle decided after quickly polling them over their local network.

“Then I shall do my best to be deserving of it,” Eclipse smiled, turning her attention back to the stunned and increasingly alone Nightmare.

“So what was that you were saying about checkmate, Demon?” she mocked. “No sirens, no timberwolves, and no androids. You’ve lost not only your army but any chance at victory, so I suggest you leave Rarity while you can.”

Instead of surrendering, she sneered. “You win a battle, nothing more, Twilight Sparkle! For in the end, it will not avail you! Using the power of the curse and my own corruptive magic, I can make another army quickly, and having seen your spells and tactics, I will make certain you cannot usurp it! As long as I hold Rarity, you cannot touch me, so I believe I will take my leave now!” She zapped a mirror behind her to open a fresh portal. “Who knows? Perchance I will go to the Crystal Empire and corrupt your brother to make a fresh start!”

Eclipse’s expression instantly went icy as a series of snarls and hisses were heard around her. “You won’t touch him or anypony else. In fact, you’re not leaving here alive, Nightmare.” She blocked the other pony’s egress with a shield spell.

“Oh, really?” The Nightmare mocked as Blueblood and even Opalescence stepped back from her, her control over them broken. Off to one side, Flutterbat stayed with Discord, watching but making no move to help her former mistress, her red eyes narrowing in anger the more she heard. “So you intend to kill your friend, Twilight Sparkle?”

“Not at all.” An unperturbed Eclipse stepped to the forefront of her new army, facing down the now-abandoned Nightmare. “I did my research on you here as well, Demon. If you will not leave voluntarily, there are in fact four ways to sever your connection to your host. The first is, of course, to kill the host, which I would never do.”

“Speak for yourself!” Pinkamena snarled, looking somehow ready to simultaneously both rut and kill as she glared at the Dream Demon Queen. “Just be grateful Rarity’s my friend, Nightmare!”

“Be patient, and you’ll get your chance, my lovely and lethal Pinkamena,” Eclipse called back. “The second is to activate the Elements of Harmony, but unfortunately, in appropriating Rarity, you deny me that ability… though I could have the human Element Bearers do it instead,” she mused aloud, causing an initially smug Nightmarity’s expression to drop.

“But that would require I corrupt and convert them first, and time is rather pressing. Then there’s the third way—an ancient Steedgyptian soul-splitting ritual I studied, effective against demonic possessions; one that requires a great deal of magical power and some Steedgyptian substances—all of which I just happen to have.”

“Oh, really?” An angry Spike called out, now holding Cyber Belle close and cradling her protectively along with Fireflight and Timberbloom, the latter giving her friend fresh water she extracted from plants. “In that case, I’ll be more than happy to collect them for you!”

“The offer is appreciated, my new and strapping young Dragon Lord. But in truth, even that is not necessary. In fact, Nightmare… I’m going to free Rarity without laying so much as a single spell or hoof on you. For the fourth way is for the host to rise up and overthrow you from within!”

“Ha!” The Nightmare laughed. “And how do you plan to do that, darling, when Rarity is so deeply buried she is aware of little else but what I allow her?”

“I believe it was the Sun Master himself who once said that the greatest of all military arts was to win without fighting,” Eclipse mused as her swollen army slowly edged forward to hem The Nightmare in. “And since your first takeover of Rarity, I have given a great deal of thought as to how I would induce each of my friends to expunge you, should you possess them.”

“You’re bluffing!”

“Am I? Let’s find out.” Her horn flared and she changed her dark and brooding Coltic colors to the most gaudy shades of bright pink and orange imaginable. “So, Rarity… I was thinking that this should be my new regent attire! Coltic armor in pastel hues and polka dots! What do you think?” she asked with a knowing grin.

“Urk!” Came the audible reply from The Nightmare as she stiffened hard, feeling a sudden, violent rebellion at the sight from deep within her.

Eclipse’s grin got broader. “Oh, that’s not to your liking? Well, maybe I just need something more classically Equestrian… so how about I add this little number?” She added a ruff and pantaloons that had last been seen as high fashion in Canterlot some four hundred years earlier.

“Ulp!” The Nightmare suddenly looked ill, having to bite back not just a wave of pure bile but her host’s desperate desire to fix her friend’s horrid sense of fashion.

“But I’ll also need a manestyle. So how about… this?” Eclipse quickly reassembled her mane into a horrible two-tone beehive.

“Gah! You want to look like the Bride of Flankenstallion?!” an appalled Nightmare suddenly exclaimed in Rarity’s voice before her hooves clamped hard over her mouth, trying to stop her own words and the surging presence within her from speaking them.

The others picked up on what Eclipse was doing quickly, and seeing the effect it was having, began to join in.

A still-recovering Cyber Belle stepped forward first. “Hey, sis! Speaking of manestyles, I was thinking of changing mine to this!” She deliberately imitated Cherilee’s teenage perm again. “Hope you don’t mind!”

Hooves still covering her mouth, The Nightmare let out a muffled shriek as her pupils contracted to barely visible slits. Her head began to shake from side to side before a hoof slipped away. “What?!? Sweetie Belle, no! What are you thinking, that hasn’t been in fashion for years!! Think of what-mpmphhh!!”she exclaimed in Rarity’s tone and mannerisms before she clamped down hard again on her host’s surging presence while replacing her hoof over her mouth, visibly straining to contain her.

“Well, I think it looks perfect on you! In fact, I think that all of us androids should use that manestyle!” Cheerilee piled on. “In fact, I think I’ll transmit instructions to all cyberponies to do just that!”

“No. No! No!”Rarity exclaimed again before The Nightmare could stop her. “That style was passe thirty years ago!”

“Hey, Rarity! I’m just going to put this wet mug down on the map table there!” Spike proclaimed, doing just that with his goblet of soda as he then lounged out in his chair and put his draconic hooves on the table, leaning back happily, mildly surprised when the chair instantly adjusted itself to his new, much larger form. “It might leave a ring, but I’m sure you won’t mind!”

“Remove that at once!”The Nightmare was clutching her head hard as Rarity now freely spoke through her. “And get your hooves off! Were you raised in a barn, Spiky-wikey?”

“A barn? Now there’s a thought…” Eclipse turned their surroundings into the interior of one next, remotely summoning the contents of the Apple family barn to lie all around them. “This is perfect! Guess I’ll just be seating all my guests on hay bales!”

“Hay bales?! That is NOT proper for a Princess hosting a party, Twilight!!” The Nightmare was again unable to bite off Rarity’s reaction from within her.

“Good idea, Queenie!” Annie Smith agreed as she induced growth from nearby plants and shortly turned their fresh wood into a working banjo. “And reckon Ah’ll serenade all those diplomatic dandies you’ll be bringing over with mah favorite country tunes!” She began playing and singing one deliberately off-key.

“Gah! Are you trying to start a war, Granny Smith?!”Rarity shouted, visibly struggling with the Nightmare for supremacy in her own body, both forehooves resting on either of her temples as though suffering physical pain.

“No, but this might!” Spike smiled evilly as he motioned Cyber Belle to him. “Hey, Rarity? I just wanted to let you know… that I’ve been banging your sister for months now!” He said the last phrase with great glee.

“You… WHAT?” The room suddenly shook as Rarity tried to seize control of the Nightmare’s magic for her own, causing the latter’s expression to go shocked for a moment despite the words she was now involuntarily speaking. “Over my dead body!”

“Yep! It’s true!” Cyber Belle went instantly to Spike’s side and made a show of kissing him deeply as Spike lewdly laid a paw on her flank in full view of her sister, kneading it happily. “In fact, he’s been doing me and the rest of the Cutie Mark Crusaders!” She was promptly joined by Fireflight and Timberbloom, who began servicing Spike’s drakehoods orally, to the envy of his new harem as Spike could only lean back and groan, his long tongue still entwined with Cyber Belle’s.

“Well! This is a surprise!” Eclipse admitted as Rarity visibly seethed, all but pounding at The Nightmare’s defenses from within as the now-desperate Dream Demon held on to her host by her hooftips. “You hid it from me well, Spike! But no matter. You know, I suppose we might listen to you if you were here, Rarity,” she suggested easily.

“But since you aren’t around to advise and correct us, we’ll just have to improvise about all things love and fashion. Still, with regards to the latter, maybe you’re right and maybe Coltic isn’t the way to go! So how about I rule… in the style of ancient Roam?”

Abruptly, she turned the stone pillars around the room columnar and swaddled herself in a red cape Toga without removing any of her earlier garments. “No? How about in the style of Classic Grace...? Or Feudal Neighpon...? Or Overmare-era Maregolia...?” She shifted rapidly between them, adding a new layer of clothing to herself each time, including a toga, a kimono and a set of ancient armor.

“Stop it! Stop it!”The Nightmare all but begged her as she felt her control of her host slip further while Rarity’s consciousness continued to rise to the surface with the force of an impending volcanic supereruption.

Eclipse then went for the kill. “Oh, I know! If we can’t decide, how about I just go with all of the above?” She then turned the chamber’s décor into what she’d heard humans describe as a very ‘kitschy’ and terrifyingly patchwork mixture of all four architectural and decorative styles, not far removed from some human restaurants she’d seen and been mildly appalled by. “I mean, a little something of everything can’t be wrong… right?” she suggested to the laughter of all; her new servants now greatly enjoying the scene.

The Nightmare gave a shriek of pure agony as Rarity’s internal rebellion forced her to her knees.

“I will not allow this… I… will not… allow this!” Rarity—not Nightmarity!—suddenly spoke, her eyes shifting back and forth between their normal electric blue and the deeper purple of the Nightmare as Rarity fought the The Nightmare with all her considerable strength of will.

There was a pause, and then she started arguing with her demonic possessor. “I… don’t… care! My friends and sister need me! I must prevent at all costs this fashion and clothing calamity! I must defend my sister’s honor! Your promises are meaningless and empty! I care not about your power, only about helping my friends and saving my sister! Now let… me… GO!”

With that, she expelled The Nightmare with a final, all-out attack, collapsing to the floor and panting hard with their effort as the Dream Demon Queen devolved back into her miasma form and swiftly fled the scene. To the surprise of all, Rarity did not revert her form, however, though when she opened her slitted eyes again, they were much more clear and, if not entirely friendly, at least far less malevolent.

“Pinkamena?” Eclipse called out as she went to her friend. “The Nightmare’s fleeing into the dreamscape. And that means she’s all yours. Dispose of her as you see fit!”

“About time!” the flat-haired former Pinkie Pie grinned toothfully. “Don’t worry, Queenie, this won’t take long. Let’s get her, sisters!” she called out, and swiftly, she, Limestone, Maud and Marble disappeared behind curtains and closet doors.

“Tw… Twilight?” Rarity’s voice called out after they had departed.

“Easy, Rarity,” Eclipse helped her to her hooves, finally able to admire her friend’s new form. “You did it. She’s gone.”

“I suppose she is. But... I’m still transformed?” She looked down at herself in confusion, willing her shaking legs to steady themselves.

“Indeed. And I admit, I hoped that might be the case,” Eclipse stated with a satisfied smile. “As The Nightmare used the curse to transform you into Nightmarity instead of her own possession magic, that means that even after expelling her, you retain her form… and her power.”

“Remarkable…” Rarity stated as she summoned a large mirror to her and looked into it. “Such size. So much magic. Such radiant beauty!” She let out an appreciative hum, all past signs of exhaustion seemingly gone. “I will give her credit for her fashion sense, if nothing else. I believe I will have to start a new Steedgyptian fashion line.”

“Feel free,” Eclipse invited. “But I think enhanced sewing ability might be the least of your new gifts. So why not try using The Nightmare’s power?”

“Her power? Hmmm…” Rarity closed her eyes and concentrated, only to open them in surprise again. “Amazing… I can see into the very ether!” she said as she looked around in wonder. “Not only that, I can see fears… dreams… desires… the deepest thoughts of all around me!”

“That’s part and parcel of your new dreamwalking ability. You’ll master it with some practice,” Eclipse promised. “And with it, you’ll be able to shape or take part in the dreams of ponies as you see fit!”

“An ability I believe I will avail myself of!” Rarity promised with a slightly evil gleam. “But not just for you, darling. For me! For if you are truly to rule both worlds, then you need my help! You all do!” she proclaimed grandly, using her new power to rearrange furniture and remove the many gaudier elements Eclipse had provided to help free her.

“As you wish, my dear Nightmarity. Or is that what you want as your new name…?” Eclipse prompted.

Rarity cocked her dark-furred head as she thought about it. “I don’t know, darling... in truth, I rather like Nightmarity! So I believe I will keep it,” she decided as she admired herself in the mirror anew. “But I will simply have to redesign my dresses and fashion line to suit my new colors and stature… to say nothing of my new attributes!” She turned her head to glance down her own body at the large stallion organ beneath her belly. “Not bad, actually. Though I wish it known here and now that I will make use of it strictly on my terms!”

“So be it! You will be my chief of protocol and royal clothier, to say nothing of an agent to spread the curse into the dreamscape itself!” Eclipse promised. “Once we do so, we can convert ponies and humans in their sleep!”

“So, I get to spread my fashion and service the deepest needs and desires of others in the process? I must say, you make a tempting offer, my dear Queen Eclipse!” she said as she noticed the tiger Opalescence blinking blearily in the background, her head drooping. Nightmarity then materialized her former housecat’s bed from her boutique, made it Tiger-sized with a simple spell, and then presented it to her. Delighted, Opalescence curled up in it quite happily, kneading the fabric and rumbling softly to herself as she fell asleep.

“As you have shown yourself to be not just a true friend but a mighty ruler this night, I will have no qualms about serving you in whatever capacity you wish. Including sensual ones!” She bowed low before her new regent, to the cheers of all.

“Excellent!” Eclipse praised, immediately availing herself of the offer by exchanging a deep and passionate kiss with her restored friend. “I must say, you do that very well…”

“Long experience with mares, darling. And speaking of whom… Timberjack?” Nightmarity called out, causing her previously equine lover to perk up attentively. “Attend me.”

She immediately padded forward on her wooden canine paws, her tail wagging happily. “Hm. I must admit, darling, that I rather like this new obedience from you.” She scratched her chin affectionately and even accepted some licks in return. “I believe you and your brother will do well at my side. Certainly, you have already proven you use your tongues magnificently!”

“You wanna be her lover, Ah reckon that’s fine by me, but just remember that she and Big Mac are part of mah pack first, Nighty!” the Apple family matriarch called out.

“As you wish, Annie Smith,” Nightmarity agreed easily. “I am well aware she is an Apple first, and I am more than willing to share her and all my lovers in my great generosity. Which does not include you, my dear Blueblood!” She turned to the vanquished Prince next, who cringed and backed away into the corner of the room, The Nightmare’s earlier spellcasting on him leaving him unaltered physically except unable to speak. She approached him and looked him over from head to toe while he shook under her gaze, his organ going erect in anticipation despite his best efforts.

After studying his quivering and helplessly aroused form for a minute, she smiled. “Though I would hardly have been so cruel about it, I do appreciate The Nightmare’s sense of irony and willingness to address the wrongs done her host. And though I will require some concubines, you will be both relieved and disappointed to know that you will not be one of them!” she informed him, and then stepped closer, her eyes narrowing as she took her long-awaited revenge.

“For in the end, you are not worthy of me, my defrocked prince. So away with you!” She opened a portal and threw him back through it, into his bedroom. “But I will take some pity on you. Allow me to withdraw the spell that left you with an incomplete conversion and prevented the curse from taking full effect.” Her horn glowed softly for a moment before she nodded in satisfaction.

“There. If you wish to transform fully, all you need do is be rutted! I cannot help but wonder how long it will be before you offer your tail to a passing Guardspony out of desperation? An hour? Or less?” She bared her sharp teeth in a grin as he began to visibly tremble. “Such a pity I will not be there to see it!” She mocked his shaking form one last time before closing the mirror portal behind him.

“Well done, Nightmarity,” Eclipse complimented. “He will begin the process of corrupting Canterlot, and thus make our eventual work there much easier.”

“Thank you. Now then, my new Queen, as to the question of your decor…” She turned to Eclipse next, looked her over, and sighed heavily. “I suppose I can work with Coltic, though it would not be my first choice, darling.”

“Oh, yeah? And what would be? Steedgyptian?” Shadowdash asked with a smirk, Fireflight at her side.

“And what if it is? Say what you will about The Nightmare, but she was right on one score—the Steedgyptians knew how to rule with style!”

“Then you are more than welcome to rule Steedgypt yourself, if that is what you wish—though you might get some objections from the Griffons or Saddle Arabians,” Eclipse mused. “Of course, using The Nightmare’s power, you could overcome them easily enough. Convert them into your servants and whatever forms you wish.”

“Good. I believe I will, followed by erecting a pyramid or two in my honor! And Spike…?” her voice trailed off, more ominously.

“Yeah?” he asked, still lounged out on his seat with his hind hooves on the map table, stroking himself slowly in the company of the CMC.

She studied him with some distaste, but also noted how happy her sister and her friends were with him, peering into their dreams and desires but finding—to her mild disgust and disappointment—that they had not been tricked or coerced by him.

“I just wish you to know that if it is truly my sister’s choice—and all of theirs—to be with you, then I will not object or interfere.” She sighed reluctantly. “I admit, you have become quite the dashing young drake, and if you prove yourself both a fair ruler and a worthy partner to my sister, then I might one day break down and be with you myself. But all that said…”

Abruptly, she zapped a mirror with her horn, turning it into yet another swirling whirlpool of energy that pulled at the very air around them, the atmosphere itself being loudly and violently sucked directly into it.

Her ethereal mane whipped in the gale, providing a demonic backdrop to her next words, which boomed out of her like she’d learned the Royal Canterlot Voice. “You will remove your filthy paws and mug from that map table at once before I cast you into LIMBO!” she ordered sharply with bared fangs and glowing eyes.

“Y-yes ma’am!” Spike croaked, pushing backwards from the table so quickly he fell off his chair and spilled his drink onto his chest, to the happy laughter of all.

“Excellent,” Eclipse walked forward as Nightmarity closed the netherworld vortex. “Then, my loyal subjects and soldiers, the first phase of my plan to create a new Empire is complete! Tonight, we conquer Ponyville… and tomorrow, we strike out into both Earth and all Equestria!”

The cheers that followed were raucous. “But our final victory here is not yet won. For one more task—and set of opponents—remain. We will face them in due course, but as I’m certain we have some time before their arrival as they make their futile plans, I give you all leave to get to know each other properly!”

The cheers broke out again as she closed her eyes and smiled as the clock struck five with a loud series of gongs. “Don’t dawdle. For I await your arrival eagerly, Sunset Shimmer...”

Lady Requiem had just finished recharging her magical batteries, still marveling at the human music she’d heard when she abruptly blinked and stiffened, her jaw dropping open.

“Delta? What is it?” Sunset immediately noticed.

“It’s The Nightmare…” she explained, still openmouthed. “She’s gone!”

“Gone? How?” Sunset exchanged a look with Twilight, who was stowing her gear.

“I don’t know!” Delta said in a rare admission of ignorance; her power normally provided her the answer to such things but impossibly, she still found her ability to use it to learn information blocked. But the only way that could be is if… “It’s hard to explain. The Nightmare’s presence has disappeared, but her power remains!” she realized. “I don’t understand. It’s like she was ejected from a host but somehow left all her power in them. I don’t even know how that’s possible!”

“Huh,” Sunset considered the information carefully. “That might be good news. Even if she left her power in another pony, it’s a cinch they won’t be familiar with it. We might be able to use their ignorance to our advantage. I did study some dreamwalking and arcane anti-demon spells back in the day, so I might be able to get us past her. That will hopefully clear the way to Eclipse herself.”

“Even if you can, that’s only half the battle. We’ll have to use Delta’s power to hide me in turn so I can get close enough to get through Eclipse’s defenses and slap the amulet on her. Then and only then can we teleport the portal in and activate it, signaling our schoolmates to start their song. It’ll take perfect timing,” Twilight reminded her.

“Agreed. So we’ll have to lure her close. And if she’s even half as clever as you, how do we get her to do that?” Delta asked.

“Simple. We use live bait.” Sunset closed her eyes and smiled. “Namely, me. Eclipse knows I’m here, and she wants me. She also wants the portal’s location, which as of this moment, only I know.” She then teleported the portal away again, sending it far enough that neither Twilight nor Delta could detect where it rematerialized. “If it means endangering the portal, she won’t dare do anything to me. So I’m just going to go right up to her castle, and knock on the front door...”

Author's Note

And there you are. Hope you enjoyed The Nightmare’s defeat!

I wish it known that this has been--hands down--the hardest chapter of the story for me to write so far, not for sex but for everything that’s happening; so many different elements and characters to juggle. In fact, it’s one of the hardest chapters of anything I’ve ever written.

I initially tried to slip some major sex scenes in here only to find they didn’t really fit. But as I know folks are looking for it, and I’ve gotten somewhat away from it in recent chapters, what I’m going to do is this: the next two chapters will be heavy sex and provide the final interlude between the defeat of The Nightmare and the final battles with Sunset and Sci-Twi. You’ll finally get all your favorite and long-awaited pairings, and probably a few you didn’t even think of! Eclipse, Spike, the CMC and Cherilee will all be featured... and if you ask real nicely, Starlight herself! :pinkiegasp:

Thanks as always go to my prereading crew, especially AJ_Aficionado this time, who was having a rollicking good time commenting on it. Still waiting on a couple prereads, but I’m posting this now as I’m already a day late with it. So there will likely be more edits and additions to it later. I’ll note any major ones in a blog.

26: Dreams and Nightmares

Author's Note

Welcome to clop chapter #2! Releases of remaining clop chapters will be at the rate of one every two days. Spoilers follow:

Chapter contains a dreamscale battle with murderous intent, imminent M/MFFF griffon tiercel/Spike + CMC activities, and more M/MM Blueblood/thestral stallions involving oral, anal, and double-penetration! Enjoy and comment!

Hitting this in time for the release was AJ_Aficionado, Silentwoodfire, and Denim_Blue. The latter has been having a bad winter for illness and health issues, and I wish him to get better soon!

26: Dreams and Nightmares

The Queen of the Dream Demons, an evil entity once known as the Steedgyptian Princess Alya but now called simply The Nightmare, was beside herself as she fled her failed host into the ether. Knowing she was exposed and vulnerable until she reached sanctuary, she flitted from place to place, dream to dream to throw off any potential pursuit by Delta Requiem or Luna’s accursed Dream Guard.

That she had been defeated—again!—by Twilight Sparkle was bad enough. That the self-proclaimed Queen had matched her massive power magic for magic, spell for spell was especially galling. But that she had done so without the Elements of Harmony—by the basest of appeals to the sensibilities of her host—was utterly humiliating.

She beat me… with TACKINESS AND OUTRAGE? The Nightmare sensed then that the sting of it would long linger, and she found herself praying that her demigod father hadn’t been watching her latest failed attempt to fulfill his will. No matter! I have other potential hosts available, and with that spellsinging pest and Luna otherwise occupied, taking over another being should be EASY! In fact, given how infuriated she probably is right now, I believe I know JUST the candidate… her ethereal form gave a toothy grin. I just have to—

Her thoughts and travel were stopped cold as she improbably ricocheted off an odd intradimensional portal, finding herself trapped in a rather idyllic dream as her egress points to the ether were abruptly blocked.

“Going somewhere, Nightie?” The flat-haired Pinkamena Diane Pie appeared directly in front of her, looking particularly lethal as she was shortly joined by her three sisters, who appeared out of fresh portal points, hemming her in. “You’ve got a lot to answer for—trying to take over Equestria through Rarity not the least of them!” the most powerful and dangerous of the Pie sisters announced, baring her teeth with a cold glint in her eyes.

The Nightmare stared at them in disbelief, her miasmic form quickly resolving into that of Nightmare Moon herself. “You dare to challenge me in my own realm, Pinkamena Diane Pie?” She turned the dreamscape around them from a placid forest to a burning inferno with but a thought.

“We dare, demon,” Pinkamena announced easily, ignoring the flames. She and Maud were unperturbed while Limestone looked ready and eager to kill; only Marble looked slightly uncomfortable at her surroundings and purpose out of the bunch. “And spare us the special effects. Queenie told us to take you out, and we wanna finish you quick so we can get back to the party at the palace! I know my sisters wanna do Discord, but me..?”

Pinkamena thought about it, and then grinned lasciviously for a moment. “I gotta admit, with her new look and power, Nightmarity’s suddenly a lot more appealing to me. All edgy and interesting now. Wasn’t much into the pony version of her before, which is kinda odd since I really enjoyed giving her human counterpart back home a good grope between classes and screw at our sleepovers. But now? I’d love to give that pretty plot of hers a proper reaming.”

“I did not need to know that, Pinkie!” Limestone spoke up with an expression of distaste while Marble looked intrigued but Maud’s only reaction was a raised eyeridge. “Now enough chit-chat! Discord ain’t gonna wait forever, and Marble and I still wanna screw him senseless! So, we gonna do this demon in, or not?”

“Sorry, Limey. And yes.” Pinkamena pronounced as she drew a blade and her sister likewise produced lethal-looking implements of their work, from Maud’s pickaxe to Marble’s grindstone to Limestone's massive hammer, holding them in their mouths, moving to surround her. “Any last words before we end your overlong existence, Nighty?” the formerly human Pinkie asked as she twirled her custom-forged weapon on a hoof.

“End me?” The Nightmare stared at them in disbelief, then grinned. “I know not how you and your sisters are able to dreamwalk, but you have a very skewed perception of your powers here, Pinkamena Diane Pie! If you knew the first thing about the dreamscape, you would know that physical and magical strength will not avail you here—that this is a realm where only the strength of will reigns supreme! Allow me to give you a minor example…”

She created an impenetrable suit of armor for herself, encasing her virtual body in it to a series of unimpressed looks; she was starting to feel disconcerted at how unconcerned they were. “I would humor you sorry sisters with a dreamscape duel that would dredge up your darkest fears and leave you screaming in terror—a veritable feast for myself and my absent dream demon army!

“But I do not need them to defeat you, and I dare not linger here lest Luna or the Dream Guard show up. So I will take my leave now!” She opened a fresh portal behind her only for Maud’s whirling pickaxe to shatter it before returning to her hoof like a boomerang.

“Nice shot, sis!” Limestone praised as Maud wore the barest hint of a smile. “Now it’s my turn!” She threw her massive hammer with all her considerable might directly at the Nightmare, who smirked and simply stood still, deciding to take the blow directly to prove that her will and mastery of the dream realm was superior…

… only to be knocked backwards hard with a pained shriek as her chest armor shattered like glass from the hit and wisps of blackish-blue miasma started coming off her impossibly damaged spirit body. Limestone was likewise staggered by the impact and clash of wills it represented, but only momentarily as she swiftly regained her focus and the hammer likewise returned to her hoof, which she then held high for it to be struck by lightning.

“Still think you got the stronger will, Nightie?” she ask with a smug grin after the thunder died down. “After I’ve lived on a bucking rock farm for my whole life without a single friend or stallion to lay? After I haven’t burned it all down in a fit of frustrated rage?” Her eyes blazed bright and a heavy metal song began to play from her memory.

“Not bad, Limey. The metal’s cool, and I see you liked that one human superhero movie I showed you,” Pinkamena noted in approval. “Don’t worry; I promise we’ll watch the sequels later. Your turn, Marble. Show her what you’ve got!”

“Oh. Okay…” the youngest of the Pie sisters closed her eyes and willed their surroundings into a pastoral scene; a far cry from the drabness of their family farm.

The Nightmare blinked, then laughed. “Foalish filly! Mayhap your sisters have some talent at this game, but ‘tis clear you do not!” She transformed herself into a full-size dragon of obsidian armor and lava dripping out of her joints to set fire to the scene, giving a mighty roar before attempting to overcome her by immolating her, hoping her defeat might rattle her siblings as well.

But Marble simply sprouted a set of breezie wings and took flight herself, dodging the jaws and the accompanying gout of flame easily. Instead of fighting back, she closed her eyes and concentrated until the very grasses around them began emitting a soothing melody; one she took evident strength from until she reopened her eyes and flew forth to face the oversized Nightmare directly, who stared at her in disbelief…

And then outright shock as she took the gout of dragon flame and subsequent bite from her point-blank, only to emerge completely unharmed as The Nightmare recoiled in pain with several broken teeth.

“Bleah. Such mushy music,” Limestone made a show of sticking a hoof down her throat as the successful song-aided defense disrupted the Nightmare’s focus and sent her crashing to the ground, her dragon form evaporating off her.

“Unlike my sisters, I don’t want to hurt you,” Marble said as she landed and approached the weakened demon. “I don’t want to hurt anypony. But you’re a very bad pony and right now, you’re keeping me from the one being I want to be with more than anything….” She materialized a perfect facsimile of Discord’s body out of the ether and began nuzzling and caressing it, putting him in the same pose she’d seen him back in the castle, propped up against the wall.

As her sisters observed and The Nightmare watched in disbelief, she laid a series of loving licks on each of his organs in turn. Her ministrations caused a still-paralyzed Discord’s breath to catch and face to flush hard back in the Map Room as he felt like it was being done to him directly, unable to stop it, or worse for his battered psyche and faltering will, urge even more from her; his organs throbbing exquisitely in his lap with every lick she made.

PInkie let her do it for just a few moments before pulling her attention away. “It’s okay—we’ll get back to him soon, Marble. Just as soon as we take out the trash here!” Then and only then did Pinkamena herself act against the crippled demon, sending her blade whirling towards the wounded Nightmare, who dodged. But instead of taking a straight path, it suddenly slashed inward, striking her shoulder, sending a gout of bluish-black smoke into the air and The Nightmare herself to shriek.

“Huh. You evaporate like a Grimm,” Pinkamena noted idly as the bloodied blade returned to her hoof, a waft of blackish smoke still clinging to it; she tasted it like she was licking the blade clean of blood. “Suits me fine. So, now that you’ve tried all four of us, do you still think your will is stronger and we can’t kill you… Alya?” She lowered her head and bared her teeth in a very malicious and dangerous smile.

The Nightmare stared at them, her jaw agape.

And then she mentally called for her Army to assist her as she fled through the dreamscape for her life.

“My Lord Spike!” the dragon pony who called himself Noteworthy bowed low before the large and sleek adolescent dragon, whose most notable features included two enormous and very prominent erections being admired by several other young adult mares of exotic but surprisingly sensual forms who clustered around him. “We have brought you a new subject!”

‘Spike’ looked up and blinked his slitted eyes as Peregrine stood stiffly before him, trying not to shake or stare. But he couldn’t help it—for as powerful and sexual as the dragon ponies who had captured him were, their apparent ‘lord’ was even more so, making him the most desirable creature the young tierce had ever set eyes on, finding himself fervently hoping he was judged well by him now matter how utterly weak and inadequate he suddenly felt in the great drake’s presence.

“Whoa. A griffon?” The adolescent dragon asked in a deep voice, looking more startled than severe despite his large size and stature, his curiosity and friendly nature belying his very predatory appearance. “Not bad. I like the big wings! Can’t say I’d mind adding you to my brood! So, what’s your name?” he asked as he idly stroked himself before his new arrival to his evident court.

“P-Peregrine Pacil…” the young courier tiercel just managed to answer, trying not to tremble under the scrutiny but finding his eyes fixed on the adolescent dragon’s twin organs as their owner’s talons worked them, noting their ridged and tapered nature while feverishly imagining what they would feel like inside of him, his overstimulated wings still standing stiff as boards to his sides.

They responded with a rippling wave of pleasure to even the slightest change of temperature and brush of breath against them, both of which were provided in abundance by the dragon ponies still swarming around him, inspecting him closely and even outright teasing him as he once again felt a muzzle nosing his seed-laden balls, causing them to contract hard; his breath catching further as the muzzle’s nose shifted to just beneath his tail.

It wasn’t all pleasant however; his side-mounted delivery satchel was digging deep into his sorely aroused flight muscles, leaving him desperate to get it off. But he was afraid to do anything without permission at that moment, not wanting to cause offense to this being and his brood whose strength had conquered him and whose love and favor he so desperately desired. Despite that, he fluffed his fur and feathers over them, flaring his crest like an eagless attempting to attract a powerful mate. “C-courier for the Gryphon Express…”

“For the G-E, huh?” Spike studied him from head to talon, inspecting every inch of him, his hungry gaze so strong that Peregrine automatically stretched himself out to show himself more fully, his normally impressive lionhood feeling very inadequate among all the imposing organs of various races around him—none more so than the twin poles of magnificent dragon meat before him, one or both of which he now desperately wanted inside of him!

“Hey, Notey? With his wings so stiff, that thing he’s carrying looks really uncomfortable on him. Mind removing it?” the Dragon Lord directed to Peregrine’s great relief.

“Of course, My Lord!” Noteworthy bowed low and immediately did so, manipulating the strap expertly and finally pulling it free as it slid off the side to Peregrine’s great relief.

“Huh. Wonder who the delivery is for?” the fire-winged and phoenix-tailed pegasus mare asked as she hovered off his shoulder, sporting a half-equine, half-avian erection that was more than double Peregrine’s size.

“Good question. I don’t want him to get in trouble for not delivering it. Notey, could you check?” Spike asked again.

“As you wish!” The former stallion sat back and began to open the satchel, but before he could—

“Hey!” a lit-up grey blur shot in and snatched the satchel out of his hooves, resolving into the form of an improbably cross-eyed robot pony, who hovered before them, her slightly chaotic electronics in evidence. “Hooves off! All G-E deliveries are post office property! And delivery packages may not be opened except by the recipient or a designated agent!” the gray mare with bright blue wiring scolded despite her crooked eyes, slightly mismatched displays flashing over them.

“Oh, yeah? Then who’s the recipient, Derpy?” the green-eyed timberwolf mare asked with a smirk, exchanging an amused glance with Spike and her other two friends, which included the Phoenix pony and another, much more correct-looking android. “Even converted, Derpy is still Derpy…” she added under her breath.

“Hey, I heard that! And it’s Digiderpy now! But as to who it’s for, uhm…” she studied the manifest carefully with one eye, then the other. “A private package for Spoiled Rich?”

“Oh, really?” a female pony voice called out from across the room. Peregrine gaped anew at a sudden flash of fire heralded the arrival of two equines that looked like they’d come right out of ancient far eastern mythology; the scaled, tail-tasseled pair looking as much a lion as he was and in some ways more.

They gave him an interested and appraising glance back, the hungry and lascivious look in their fiery eyes making him shiver; the idea of being taken by such powerful and legendary creatures as Kirin making him wish he could offer his virginity more than once. “That’s my mom. I’ll sign for it,” the hot pink one and apparent leader of the pair announced.

“Sorry! Package requires direct delivery to the recipient!” ‘Digiderpy’ held it away from her, to which the Kirin winked at Spike and his friends, waited until the robotified pegasus mare looked away briefly…

And then used her Kirin magic to cast an illusion spell that turned her into a facsimile of an older earth pony mare with a pink coat, magenta mane and diamond ring cutie mark. “Right here, Ms. Mailmare,” she said in an imitation of an upper class Canterlot accent; one Peregrine had learned from experience in the Equestrian Capital to dread for the disdainful treatment that was usually attached to it. “And I will accept delivery right now!”

“Oh! You’re here, Ms. Rich? Well, in that case… here ya go!” Digiderpy presented the manifest to be signed, and then flew off again, whistling happily as the Kirin mare dispersed her illusion spell and quickly opened the package to reveal…

A series of large and slightly-giving translucent phallic toys in the shape of progressively more gargantuan griffon lionhoods.

She exchanged a knowing—and very evil—grin with her bright silver-furred Kirin friend, a look quickly copied by the other three mares and even Spike himself. “Hey, Spike? We definitely wanna be with you after those three, but it looks like we’ve got some important business to take care of first! So do you mind...?”

“By all means.” Spike chuckled. “Drill her good, Diamond Teats! And after she called me a ‘droll and disgusting little dragon’ the other week? Smack her flank a few times for me!”

“Will do! Now if you all will excuse us—oh, motherrrrrrr...!”The commanding and strangely assertive Kirin sing-songed as she teleported away again with her friend in a flash of fire.

“Well, that oughta be good!” the Timberpony remarked from where she lay lazily against Spike’s shoulder, staring down at his lap. “Wish we could watch!”

“Me too, but so should this!” the Phoenix pony grinned knowingly at Peregrine standing before him, who puffed his chest out and flared his head crest anew, wondering slightly frantically how much longer he’d be able to last without relief in his hyper-aroused state; his unbearably engorged organ now oozing a steady supply of clear fluid on the smooth stone floor beneath him. “So whatcha gonna do with him, Spike?”

“Well, I’m not sure…” Spike made a show of saying as he continued to stroke himself at the sight of him, one long arm around the Timberpony while the other rested on the android one, who studied him lazily as various displays passed over her eyes. “I mean, I’d like to rut him, but we keep getting interrupted! And I did promise you girls were next!”

“Pl-please…” Peregrine bowed low before the immensely desirable Dragon Lord as if he was before the Queen of his race, feeling incredibly unworthy of his attention—for what use would he had of such a weak creature in the presence of such strong dragon ponies? “I n-need this. Your progeny have already bested me, but I need you to make my conquest complete! Please m-make me yours, mighty Dragon Lord!”

He lowered his forequarters and splayed his wings in a formal bow as best he could, even though he couldn’t get much more than an inch or two of mobility out of them; the appendages so stiff and engorged with blood that even the minor movement send fresh waves of erotic pleasure through them and caused him to bite back a gasp. He heard a fresh series of lustful growls erupt behind him at his lowered posture and exposed hindquarters, several dragon ponies taking an involuntary step towards him, ready to mount and mate him right then and there. But out of respect for their Lord, they did not.

“Now, how can I refuse such a request? “Spike smiled as he began stroking himself more quickly. “You know, he does look desperate. And he’s asking for it so politely. So what do you think, girls?” he addressed his compatriots as equals. “Before we screw, should I add a hawk to my new harem?” he asked them directly even as the nearby dragonponies cheered the idea lustily, looking forward to the opportunity to be with the griffon themselves.

The three non-dragon mares looked at each other, wearing smiles as well. “Well, reckon Ah’d say no—Ah mean, we’ve waited to be with ya long enough—but also reckon Ah’d hate to miss out on seeing what happens when a dragon converts a griffon!” the Timberpony noted in what Peregrine dimly recognized as a thick Teneighsee accent, having made deliveries there in the past.

“Well, why should he have all the fun?” the Phoenix pony wondered allowed. “This isn’t an either/or thing! I mean, we can have our cat and eat him too! So why don’t we all do him together?” she suggested with a toothy grin, her wing and tailflames glowing brighter for a moment with her intensified lust.

“Together? I’m game—I mean, I think it’d be great to share somepony—but how do we do that?” Spike asked.

“Page 272 of the Pony Sutra,” the android mare spoke up for the first time, her head propped on Spike’s thigh as she projected an image into the air, showing a very lewd picture of multiple ponies all pleasuring a central figure simultaneously, causing Peregrine’s wings and tail to impossibly rise even further, feeling faint at what the odd illusion depicted. The figures in the scene were all equines, but…

“That’s perfect, Cyber Belle!” the Timberpony praised to appreciative whistles and whinnies from Spike’s brood, who were now chatting excitedly amongst themselves. “Spike takes his tail, and Fireflight’ll take his muzzle! Me and CB can do his shaft and wings!”

“Oh! I like that, Timberbloom!” Spike admitted as he studied the projected scene, his organs visibly twitching.

“Let’s do it!” Fireflight added, now stroking her single organ as well as she led them in a strange cheer:

“Cutie Mark Crusaders, tiercel transmogrifiers, YAY!”

“Well, at least we got the words right this time!” Cyber Belle noted with satisfaction, then cocked her head.“Wait—this would mean infusing him with two types of magical fire?” Cyber Belle ran the calculations quickly, only to shake her head. “Never mind the Timberwolf and technomagics? Insufficient data exists as to predicting the outcome. I cannot say what he will become.”

“Then let’s find out!” Peregrine’s heart skipped a beat as Spike rose from his seat to a standing position and crossed his arms over his chest, towering over the tiercel in his bipedal stance, causing the young griffon to gape at his true size, feeling utterly unworthy of him yet again. “So you want to be tucked, not just by me, but by all of us? Well, then come on over, Perry!” he invited, already giving him a pet name. “We like you and we’ll take good care of you!”

“Be blessed, my new friend,” Noteworthy told him, puffing smoke in his face one final time to melt his remaining doubts and fears, which existed not over his course of action, but that he would not be worthy or able to satisfy the mighty drake and his consorts. “He will love you as he loves us all. Now go to him. And know that we all envy you!” He kissed him once on the side of the head.

Peregrine thought he’d died and gone to Valhalla, an expression of sheer joy breaking across his face. “Y-yes, my Lord!” he said as he began to walk towards them on stilted legs, towards his waiting destiny; his new master’s twin drakehoods pointed out towards him at his eye level, inviting his twitching nose and drooling muzzle forward to meet them.

As the curse reduced him—the noble, indefatigable and unimpeachable Crown Prince of Equestria—to a helpless colt-cuddler and mere toy for thestral pleasure, giving him an unslakable thirst for bat-stallion phalluses and spunk, Blueblood felt the shock and shame over his own actions being gradually replaced by a sense of utter exultation.

He even found himself grudgingly glad that The Nightmare had already loosened him up with her shaft and magic, leaving the initial entry of the light-furred Guardsbat a far more pleasurable experience than the possessed Rarity had been initially, shivering in delight for every inch Riesling’s more tapered stallionhood advanced up his alimentary tract.

But the Prince did not neglect his dark-furred comrade, lowering his head to nuzzle and lick his pulsing shaft while holding it to his muzzle with his aura. He couldn’t get enough of its taste or scent, smelling the exotic musk that increasingly emanated from the base of his sheath and apples, so similar yet unlike his own.

He soon heard Corporal Concord’s groan and felt his hoof on the back of his head, holding his muzzle down as he continued to pleasure the stunned but unresisting Guardsbat orally, compelled to bob up and down on the delicious and wonderfully juicy thestral shaft. Behind him, he soon felt Sergeant Riesling’s increasingly heavy and oversized apples slapping hard against his with each grunted thrust, having already sunk himself to the hilt within the Crown Prince.

He knew it was the curse doing it. He knew it was an act he would have recoiled from the mere idea of before, dismissing any so-called stallion who would consider it as completely unworthy of respect or consideration, let alone high station. And yet…

At yet, for all the mares he had availed himself of and tucked over the years, the Prince realized he had never felt so fulfilled as he was at that moment, taken from both ends by the two bat-ponies, who he milked with his magic, muzzle and anal orifice for all they were worth.

It felt good.

It felt right.

Curse or no, It felt like he had discovered a missing passion and purpose in his life, and he somehow knew at that moment that no mare would ever interest him again.

Above him, the two thestral stallions were reaching much the same conclusion. “M-my Prince…” Riesling managed through gritted teeth even as he continued to pound his princely plot; Blueblood swore he could feel every throb of the other stallion’s veins and flare of his head from deep within him. “You feel… so… good.” He closed his eyes in deep pleasure as he continued to thrust into him, his wings splayed wide and clutching Blueblood’s sides with his hooves to gain more leverage, allowing him to thrust even harder.

Improbably, Blueblood felt himself reacting to the compliment by bracing himself further, pushing back against him, urging even more from his Highborne humper. Fortunately, he discovered quickly the hollow-boned bat-ponies weighed much less than an earth pony or even a pegasus of the same size, leaving him easily able to support his weight.

“That muzzle… that tongue…” Concord confirmed from above him as he opened his eyes briefly to see Blueblood had taken nearly the entirety of his shaft, massaging it with his throat muscles while the Prince’s nose was now buried deep in his apples, inhaling their male aroma deeply. “I take back everything bad I ever said about you, My Prince! They—and you—are a national treasure!”

Me? A… tr-treasure...? Blueblood had heard many a disparaging remark about him over the years, but for all the compliments he had ever received—most of which he knew full well to be false the instant they were uttered; he had learned quickly how to recognize shallowness and insincerity, which existed in great amounts among the upper crust of Canterlot—this was the first time he felt truly and sincerely flattered!

They… they truly LIKE me? Sensing their sudden love and affection for him was real and seeking even more of it, he intensified his efforts further, increasing his oral and clamping down hard on his insides with his flank and stomach muscle, trying to stimulate the pair further from within his own body.

The two Guardsbats responded instantly with sharp hisses and moans at the increased tightness, heat and pressure, and immediately began to reciprocate, increasing the pace and power of their thrusts, now pounding him from both ends, forcing him to use his magic to anchor himself in place even despite their lighter weight.

Blueblood’s breath then caught anew as Concord, unable to ignore the glowing unicorn horn staring him in the face and feeling the mating magic coming off it, lowered his head to it in turn and began taking it in his muzzle in an act few stallions of any race would ever perform, running his longer tongue along its length, tracing its grooves lightly with his sharper teeth.

I… LIKE this? Just like the Prince, he was shocked at how easily the incredibly taboo act came to him, and the Prince’s magic responded by flowing hard from his horn directly into the Nightborne thestral’s body. The corrupted Corporal sensed it feeding and redoubling his efforts as it seemed to course through his body, blood and very nervous system, altering him in ways he did not yet understand but would not object to if it meant even more sensation, even more ecstasy….

Even more of the Crown Prince’s silver and silken tongue taking him to heights of rapture and sheer ecstasy he’d never even known existed.

Blueblood moaned helplessly, the oral stimulation of his horn having broken his focus and putting his aura beyond his control, his curse-soaked mating magic bathing the pair inside and out, arousing and encouraging them further; their bodies now thrusting so hard they forced Blueblood to brace himself with his forelegs, lowering his head and barrel further to keep his tail at the proper height. Despite that, the pair of amorous thestrals might have finally toppled him without his magical anchor, but they abruptly tensed as a rising climax claimed them first.

“M-my Prince…” Blueblood could just hear Riesling’s words over his sharp intake of breath that accompanied his impending orgasm. “I-I’m g-going to… to… ah!”

He gave a half-pony, half bat shriek of pure passion and pleasure as his double-sized apples contracted for the penultimate time, causing his tapered head to flare deep—and very keenly—within Blueblood’s body. Its expansion complete, the dam broke and it released of flood of hot fluid that caused not just a feeling a fullness, but a wave of spreading warmth and an immense sense of well-being within Blueblood as the amazing and gorgeous Guardbat stallion claimed him properly for what the Prince fervently hoped would only be the first of many times.

His Nightborne partner followed quickly with no words but a deep breath and groan; with his nose buried in them, Blueblood felt Concord’s dark-furred apples retract deep into his body before releasing his own massive surge of seed, easily several times what any of the males would normally produce, forcing the Prince to quickly swallow what he could. But the thestral’s frantic thrusting and spurting organ slipped out of his muzzle on the third pulse and erupted the rest of its large load all over the Prince’s face and chest, leaving his tongue hanging out to collect all of it that he could.

With two loads of magic-laden thestral seed delivered deep within him and all over him, fulfilling a fantasy the curse had imparted—or had it?—Blueblood’s own organ and horn exploded in an orgasmic eruption, the latter from a massive flood from his own overstimulated apples and the latter with of violet magical sparkles directly into Concord’s muzzle still wrapped around his horn, which glowed bright for a moment

As the three finally collapsed into a pile of sweaty, only half-sated bodies on the floor, the curse—at long last in the Prince’s case—took hold of the trio fully. The two thestrals visibly grew in stature, their bodies becoming sleeker and more predatory with thicker fur and sharper teeth, becoming exaggerated versions of their former selves in all aspects as even their organs grew significantly longer and thicker. Even slightly softened, they quickly and greatly surpassed the Prince’s in length and girth.

Blueblood had fully expected that, having seen what the curse had already done to all except him. But he did not expect that Concord would suddenly sprout a long unicorn horn from his forehead, his new appendage already aglow with mating aura, reactivating their mutual desires almost instantly.

“My Prince…?” A breathless but deeper-voiced Concord began as his hoof went to his forehead, blinking at what he found, finding he could suddenly. “What is…” The pair trailed off as Blueblood himself began to change even as his form was still nestled between them.

As the pair watched, the Prince’s eyes turned slitted and his ears tufted, but to their surprise, he did not grow larger and his previously chiseled features softened, becoming far more effeminate…

And far more desirable, even to their already-appreciative eyes as they suddenly found themselves with what looked like a wingless teenage thestral male, fresh out of adolescence and eager if not quite ready for his Callisto’s Call hunt…

A hunt which the experienced pair of bat-ponies instantly realized would result in him being molested and perhaps even outright mounted by more dominant males; older, stronger and randier stallions taking advantage of his smaller size and naivety to relieve their urges on him. “What happened to me…?” Blueblood looked at the pair, then down at himself, hearing his suddenly higher-pitched voice. “This isn’t what I thought would—”

He didn’t get a chance to finish before the bat-pony pair all but attacked him in lust again like they were back on the hunt themselves, growling hungrily and raining sharp-toothed nips and kisses down on the Prince’s newly-sensitive ears and neck; their enhanced and extended organs quickly surging to attention again at nearly double the size they once were.

“Mmph!” was all the protest Blueblood could muster as he was aggressively kissed by Concord and his ear was bitten by Riesling, causing him to go instantly submissive and limp. His own stallionhood, almost completely unaltered except for a slight taper and a few more visible veins, quickly responded. It was soon rock-hard and squishing wetly in the recently expelled seed on his belly as it was squeezed against Concord’s larger body.

Guided by his aura—and now Concord’s—the tapered heads of their two larger organs sought and found purchase in his already well-used and well-lubed orifice; his newly malleable body enabling them to both push inside!

He squirmed. He shuddered. He moaned at the fulfillment of yet another fantasy he never even knew he had. The size of the intrusion took his breath away but all he could do at that moment was urge the pair in deeper, wanting them both to claim him at once and truly make him their mare.

All he could do at that moment become the mere toy for male bat-pony pleasure that was now his sole desire and purpose in life.

“What… a… tail!” Riesling called out between powerful thrusts as he continued to work his way in, the presence of his partner’s organ only adding to his pleasure as their shafts ground hard against each other as well as Blueblood’s inner walls; his opening somehow stretching to accommodate them fully. “The Prince feels bucking amazing!”

“Just like that mare we shared before basic training but way better!” Concord added as he wrapped his longer tongue around the Prince’s horn again, his efforts and new mating aura redoubling that of Blueblood and causing him to all but melt in their embrace, limp and unresisting as Riesling continued to keep hold on his ear, the pair now thrusting in fevered tandem, holding him in place with sheer strength and magic between them. “He’s so pretty and prissy… so submissive… and feels... so... right!”

Pretty and prissy… submissive… The Prince felt one final and fleeting pang of shame only for it to be subsumed by the all-consuming curse, surrendering to it fully as he realized not only that both labels were correct, but ones he greatly desired to have.

For they would allow him to attract more thestral stallions to him, servicing and converting them in turn.

Why was I ever into mares? the disjointed thought crossed his mind. Why did I pursue cheap encounters with unsatisfying females when all I ever needed was standing guard right outside my DOOR? he asked himself in agony at the wasted time, only for his self-loathing to be quickly driven away as the pair of large thestral organs pushed deeper into him.

Every inch they advanced sent a fresh wave of not just pleasure but pure fulfillment surging through him, leaving it all he could do to drink it all in, only dimly listening to the pair continue to banter above him between peppering him with nips and kisses.

They had sunk over half their lengths within him, reaching the resistance of their medial rings when a fresh knock was heard on his front door.

27: Tiercel Temptations

Author's Note

Chaper contains: Tons of M/M griffon/dragon teases with Eclipse tempting Spike thrown in as well, M/MMMM Blueblood/thestral stallions and all it implies, and the capture, molestation and impending conversion of the Guardsbats’ thestral commander for good measure!

Thanks as always to my prereading crew! And don't worry: I won't delay the Spike/Peregrine scene any longer after this!

27: Tiercel Temptations

“So where are they?” Colonel Stargazer of the Night Guard’s Canterlot garrison asked imperiously, the Highborne thestral stallion pacing back and forth in the Canterlot Castle Command Center, which his Guardsbats underlings were rapidly setting up. “Concord and Riesling should have reported back with that boor of a Prince twenty minutes ago!”

“I don’t know sir. They aren’t responding to hails,” replied his Nightborne second, Major Borealis, not correcting his superior on his lack of respect for the Crown Prince as he entirely agreed with the sentiment and neither Luna nor Celestia was there to scold them. “Their communication gems are either turned off or blocked. We already sent Private Penumbra and Sergeant Spring Air to check up on them, but now they aren’t responding to hails either,” his second recited.

“Regardless, patrols have reported no disturbances and anti-intrusion enchantments have not been triggered, so we’re not sure what’s going on. Might just be the Prince is being difficult and refusing to come. You heard how Discord humiliated him earlier.”

“It certainly wouldn’t be the first time…” The Colonel growled under his breath, briefly entertaining the idea of just ignoring the Prince and leaving him in his quarters to sulk, taking command of the situation himself. But orders were orders, and Luna did not like hers being disobeyed.

“Sir?” Borealis prompted.

“If you want something done right…” Stargazer resolved then and there to march down to the Prince’s quarters and drag him out by the ear if he had to. “Take command until I return, Major. I don’t care if it gets me in trouble, I’m heading down there and I’m going to ream Blueblood’s tail good for this…”

The cheers from the hundreds of converted ponies broke out again as newly minted Queen Eclipse closed her eyes and smiled as the castle clock struck five with a loud series of gongs.

“Don’t dawdle. For I await your arrival eagerly, Sunset Shimmer...” she said softly to the sound of cheers, then looked around at the intimate activities already starting to erupt around her as the various and previously separated factions of converted ponies got to know each other more properly.

“Or on second thought, feel free to delay your arrival, for I haven’t really been able to enjoy myself fully yet. I just won a major battle, so why shouldn’t I celebrate properly?” she mused, considering her many tantalizing options, her gaze shifting from Spike to Nightmarity before lingering on Starlight long enough to make her shake in fear and frustrated desire.

Eclipse smiled as she recognized the reaction. “Don’t worry, I’ll get to you in due course, my apprentice-to-be. But to ripen you further, I’ll let you wait a bit longer. So many choices, so little time…”

She looked around to see a newly cybernetic Vinyl Scratch was using her enhanced technomagic to quickly set up her DJ equipment overlooking the map table, to which Eclipse helpfully raised the level of the floor around her to provide her a proper dais, earning her a wave and salute. With Vinyl was a wingless bat-pony version of Octavia Melody, still wearing a collar and bow tie but whose newly lighter attributes—her progenitor had clearly been Highborne, Eclipse quickly judged—gave her the look of a red-eyed vampony as she set up her own instruments, trading kisses and caresses with her longtime mate all the while.

“Remarkable, isn’t it?” Nightmarity trotted up alongside her as she took in the scene along with her friend, rubbing hips and shoulders with her happily. “Such wonderful works of Harmony! I do believe you have outdone yourself this night, darling.”

“As you say.” Eclipse closed her eyes and smiled at it all as she draped a bat-wing affectionately over Nightmarity. She drank in the sensual sounds and scenery, delighting in the feelings of friendship—and far more!—she had enabled and released, binding all her beloved friends and fellow ponies together to her and each other in ways that the mere magic of friendship would never have allowed.

Ponies… plus one griffon! she hastened to add, seeing a nearly-black half-thestralized eagless cavorting with her fellow flyers, presenting an interesting and very dangerous appearance with bat wings as she challenged Shadowdash herself to a scrap that would determine who rutted who and whose form was superior.

A duel ring was quickly cleared for the pair as several dozen ponies wandered or flew over to watch, many making bets on the outcome using bits or sensual favors. “But in truth, I cannot claim credit for any of this. The true credit for this wondrous magic belongs to Starlight Glimmer,” Eclipse remarked loudly enough that Starlight could hear.

“Oh?” Nightmarity’s interest was piqued as she watched the scene unfold before her; Shadowdash and the larger eagless circling each other with lowered heads and glowing eyes offset by raised tails and teasing remarks; promises of acts the other would suffer or perform when they lost.

“Indeed. And perhaps she would be a good warm-up to using your new dreamwalking and scrying powers before we use them on Discord,” she said with a glance over at the draconequus. He was still paralyzed but being attended to by Flutterbat, who was tending his frozen form lovingly while still keeping everypony else away from him; Eclipse was still uncertain how best to approach her given her likely continuing anger over his state. “So tell me, my dear Nightmarity—as I am a generous Queen, and I wish her conversion to be as powerful and pleasurable as possible, what is Starlight Glimmer’s greatest sexual desire?”

“Her greatest sexual desire? Hmmm…” Nightmarity closed her eyes and concentrated as Starlight was stunned to feel The Nightmare’s intrusion again, even if it was far less evil and unfriendly than previously. She felt her memories replayed and rummaged through, if slightly clumsily, but then Nightmarity’s grin turned coy as she withdrew her presence.

“Aside from being romanced and rutted by her foalhood friend? You’re in luck, darling! For it would seem that she harbors a secret but deeply held fantasy to be dominated by a more powerful mage. A fantasy that despite her lingering and weakening resistance… she increasingly and very desperately wants you to fulfill!” She gave Eclipse a knowing wink and grin.

The bound and magically muted Starlight began to sweat and shake as her most shameful secrets were laid bare, her marehood winking helplessly behind her.

“Oh, really?” Eclipse’s grin turned evil as a tendril of her magic traced the outline of Starlight’s back, sending an involuntary shiver down it, her spine arching like a cat to meet it. “That could be arranged, my young apprentice. And if you wish to be with Sunburst, you are more than welcome to convert him yourself! So, what other secrets does she hide?”

“Plenty…” Nightmarity said with some glee, her dark form circling the bound Starlight like a panther as she probed further, amazed at the ease at which she could do so, perceiving the other mare’s mind and memories as doors to rooms that could be opened with just a little prodding using the dream and memory magic The Nightmare’s powers had imparted to her.

She blinked, then smiled again. “Well. It would seem you are not the only pony she has desired in such a way this night, darling. While I do regret to say that The Nightmare herself teased our former foe here during her last intrusion, it would seem our dear Starlight was very turned on by it. It would also seem no less than Annie Smith tempted her by nearly overcoming her earlier, while she was attempting to retrieve your diary!”

“Oh, is that so?” Annie Smith’s ear twitched and then she trotted over, a bevy of Timberponies in tow. “Well, reckon now Ah’m sorry Ah didn’t get her!”

“Consider it flattery that she considers you more powerful than her, Annie Smith,” Eclipse praised as Starlight could only listen to herself discussed like she was little more than a prize or piece of meat—and worse, her unbearable excitement only grew for it. “I admit, your Timberwolf powers and impressive range of abilities present a unique magical challenge. And for it, I’m tempted to duel you myself to see where I stand against your full power.”

“A duel, eh? Reckon that could be arranged, Queenie!” Her eye glow intensified and she bared suddenly canine teeth. “Now that ya mention it, can’t say Ah’d mind a friendly little contest later. Winner gets to screw the other silly!”

“Of course, Annie Smith.” Eclipse bowed her head and smiled. “And for a little added incentive… you wanted to take Starlight yourself? I offer you the chance!” She bared her teeth with her grin. “To ‘sweeten the pot’ further, we duel not just for the right to rut each other… but for the right to convert her!”

Annie Smith blinked, then grinned broadly as Starlight’s eyes went wide, darting back and forth between them. “Oho! Take down one little Nightie and then we’re getting’ all full o’ ourselves, huh, Queenie?” She took her full Timberpony form as bark and branches sprouted as a mask of over her eyes and the lower half of her body, suddenly radiating her unique magic. “As alpha, Ah can draw on the power of mah entire pack, and reckon Ah’ve seen enough o’ yer arsenal to take ya now! So you got yerself a deal!” She spat on her canine paw and offered it.

Though Twilight Sparkle might have taken some mild affront at the gesture, and Nightmarity herself turned up her nose slightly, Eclipse duplicated it without hesitation, meeting the Timbermare’s paw with her hoof. “Very well. But not right away. I’m saving Starlight for last, so do use this opportunity to power yourself up further. I suggest addressing any remaining fire vulnerability you have, first.”

“Great idea! Ain’t that I didn’t have defenses to that anyway, but reckon being rutted by one o’ those Kirin’ll do me just fine!” she said as she glanced over at Diamond Teats and Silver Sex, who were enticing some of the dragon ponies with their exotic flames. “So, half an hour, then?”

“Half an hour,” Eclipse agreed as she next noticed that a new griffon had arrived, brought in by half of Spike’s harem and presented to him. “And Nightmarity? Perhaps you could talk to Flutterbat? I fear she will keep us from properly molding and converting Discord if we do not win her trust. You were always closest to her, and we will need her help as part of the Element Bearers to eventually release him from his bindings.”

“I will do my best, darling,” Nightmarity replied with a bow, but then her eyes turned hooded. “But I do expect some reward for it later…”

“Then a reward you shall have!” Eclipse promised her with a magical tease of the other mare’s horn, which was quickly—and deliciously—reciprocated.

“Until later then...” Nightmarity confirmed as the pair sealed their deal with a deep and passionate kiss.

I am not worthy… was all Peregrine Pacil could think as he was invited to receive the blessings of Dragon Lord Spike and his three equally exotic companions.

He had barely started to approach the powerful foursome, preparing to engage in an act—one that he would never have even considered before that night; one that promised him a new place and purpose as well as sexual pleasure beyond his wildest dreams and fantasies—when a new figure approached in the slightly smoky air; a bat-winged alicorn mare dressed in olden armor he dimly recognized beneath her sharp features and darker coat as Princess Twilight Sparkle.

“Hello, my dashing Dragon Lord,” she addressed the upright Spike after giving Peregrine a curious glance, her attention quickly turning on the former’s twin organs. “I hope I’m not interrupting anything.”

“Oh! Hey, Twil—er, Queen!” Spike greeted her warmly, then put a paw behind his head. “Sorry, still getting used to that…”

“Actually, you are, Queenie.” An annoyed Fireflight didn’t mince words. “We were just about to do Perry, here!”

“You were? Then my apologies to all of you, but especially to you, Peregrine Pacil,” she addressed him directly for a moment with a nod of her head, leaving him surprised and very pleased that such a powerful and sensual royal as she remembered him from an earlier delivery. It was only then he remembered her station.

“P-Princess!” Peregrine belatedly bowed, or tried to again. “Y-You honor us with your presence!” he said from his lowered posture as he prayed his delayed reaction to her unexpected appearance—inexcusable, even in his present state!—had not given offense.

To his relief, she favored him with a warm nod and grin. “As polite and respectful as ever, I see. And so superbly attractive as well!” she said as she inspected his well-toned body—couriers for the Gryphon Express had to be in excellent physical condition for their long flights—before settling on his more aroused areas.

Her gaze lingered on his erect organ and broadly flared wings; his leonine tail couldn’t help but twitch nervously under her scrutiny as he feared yet again he was completely inferior and inadequate to all the wondrous creatures he now found himself among. “I know that you remember me as Princess Twilight Sparkle, but know that I am now Queen Eclipse! I am very gratified to see your courier duties brought you here this wonderful night. And I can certainly see how ready you are to receive your new gifts!”

Before he could reply, she caressed his stiff and exquisitely sensitive wingtips with a single tendril of aura, drawing it across each primary in turn. Her magical touch set them off like a string of Minotaurian firecrackers, each all but exploding in pure pleasure in turn; far beyond anything he had ever experienced before. The erotic assault—what else could he call it?—sent him to his knees with a series of squawking gasps, leaving him biting back the orgasm that threatened to overtake him right then and there; he was only barely able to withstand it as he desperately wished to save it—and himself!—for the Dragon Lord’s desire.

Eclipse smiled in satisfaction at his reaction. “Forgive me, Peregrine, but those erect wings of yours were just so tempting I couldn’t resist. I won’t be but a minute, though, as I simply wish to extend an offer to my favorite Dragon Lord.” She then materialized a platter with a series of large goblets and her bottle of human spirits, pouring them all a drink. “Here, Spike—a grown drink for a grown dragon and his newly adult mares.”

“Huh? A drink?” Spike repeated.

“And drinks for us?” Timberbloom blinked as she sniffed at the fluid, surprised at the strength of the brew, far beyond the ciders she and the CMC had imbibed of before. “But we’re too—oh! Guess we ain’t anymore!” she realized again in delight and drew her goblet closer.

“Wait—you said a grown drink? Then this is human alcohol?” Spike realized, then sniffed and took a sharp swig. “Whoa! That cinnamon’s hot even for me!” He blew out some bright alcohol-fueled flames, their odor quickly suffusing the air around him, the sweet and spicy odor itself intoxicating to the young gryphon as the CMC likewise tried it, and blinked hard, licking their lips in muzzles in surprise at the taste. “I like it!”

“That’s ‘Cinerator’ Cinnamon Whiskey,” Cyber Belle noted as she sipped and then visibly analyzed the fluid and vapors, charts and formulas flashing across of her eyes, though the text appeared backwards to a frustrated Peregrine, who found himself suddenly forgotten.

“91.1 proof; 45.6% alcohol by volume and 108 kilocalories per fluid ounce. Even in our current forms, it would take at most three 1.5-ounce shots to start intoxicating us. But at your size and with your dragon metabolism, I calculate it would take a great deal more to affect you significantly, Spike.”

Eclipse looked at her in surprise. “And how did you know all that? I didn’t have any alcohol apps on my smartphone!”

“It was in your browser history from when you were looking up the best brands and their contents. I read all the cached web pages,” Cyber Belle explained with a smirk, leaving the other Crusaders and Peregrine himself lost. “It was there along with a few other things you’d searched on,” she finished with a friendly but flirtatious wink.

From the sudden heat his reptilian eyes could see in her cheeks, Spike recognized that Eclipse had almost blushed at that. “I see. Well, Spike, you can have as much as you wish—of that, and of me,” Eclipse promised as she topped off his goblet, causing Spike to turn back to her in surprise.

“Of… you?”

“Yes, indeed. I’m yours if you want me, my strapping son. You can even take me in my fire form, if you wish?” Her eyes glowed red as she took it, turning her mane and tail to pure fire and her fur to low but white-hot flames, though the outlines of her uniform and armor were somehow still visible within it.

“Hey!” Both Fireflight and Timberbloom shouted in protest while Cyber Belle said nothing, nodding to herself slowly.

“Holy…” Spike barely heard them as he dropped the goblet from his suddenly limp wrist, which hit the floor with a clatter and spilled its contents all over it. His cheeks flushed hard right through his scales and if possible, his twin organs became even more engorged by the sight and offer, gaining another inch of girth before Peregrine’s hungry gaze. His attributes were quickly enhanced even further by the feathery touch of her magic; the tiercel’s magical awareness telling him that her aura was tinged with what he guessed was some form of sensitivity spell that nearly made the larger dragon nearly pass out from pure pleasure, leaving him all but reeling.

But the touch was fleeting and quickly withdrawn, leaving only a single tendril of her magic afterwards that then beckoned him forward with a curling motion like he’d seen humans do with their fingers as she stepped away from him and presented herself fully, moving her flaming tail to the side. “Take me, Spike. Take your place not as my scribe, but as my beloved son, advisor and lover!” she implored him, turning up her flames further as Fireflight and Timberbloom started to angrily protest again, only to be stopped by an upraised hoof and head shake from Cyber Belle.

The incredible display and sheer heat he could feel coming off the former pony Princess only made Peregrine feel in even more unworthy and inadequate. For what could he offer the Dragon Lord and his consorts in comparison to... that? How could a lowly and unaltered sky gryphon not of noble birth compare with the power and fire of… her? He felt tears welling in his eyes at the thought that his life’s greatest desire was about to be ripped from him forever, just as it had been awarded to him.

For Spike’s part, at that moment, all he could see and all that existed to him was Twilight Sparkle, now known as Queen Eclipse. Her heat. Her flames. Her scent. Her body there for him to claim as he had done for so many others that night. The opportunity to mate, not to expand his harem, but to simply reaffirm their bond, and take their mother/son relationship to a far greater—and deliciously incestuous—level! And yet…

“Twilight, I…” As Peregrine watched forlornly, he only barely held back from taking her, his taloned paws trying repeatedly to reach for her while his painfully erect organs drooled twin streams of steaming clear fluid on the floor, causing the griffon’s wings and lionhood to begin to droop at the sheer waste of it, wanting it all inside of him!

“What is it, Spike?” she waved her hips at him. “Why are you waiting?”

“I… I…” the Dragon Lord began to shake, visibly fighting himself, struggling with all his will not to bury himself to the hilts within her on the spot, consummate their long relationship in ways they’d never even dreamt were possible and sample the inferno of her internal furnace firsthoof. From behind Peregrine, his harem watched in amazement and whispered among themselves, astonished that he was able to resist such a tempting display—one they would all have taken on the spot!

Eclipse was likewise surprised when he didn’t immediately take her invitation. “What’s wrong, Spike? Don’t you want me?” she asked in some confusion, her senses telling him he very much did.

“More than anything!” Spike confirmed frantically, nodding his head rapidly and repeatedly. “But… I made a promise, Twili—er, Eclipse! A promise to both Perry and the CMC! I said I’d take him next! And we all decided we’d do him together!” he explained quickly, making a sweeping motion at his mares before pointing directly at Peregrine, whose sinking heart leapt.

“I need to keep my word! He wants to be part of my harem and I want to have him in it!I need to take him next!And I need them to be there with me so we can bond in our new forms over him!It doesn’t mean I don’t want you; it just means I have to fulfill my duties to them first! Please understand?” he begged her, as Peregrine’s tears turned from ones of despondency to sheer awe and joy as the Dragon Lord stood up for him—for HIM!—his wings and lionhood instantly gaining their former stiffness.

“I see…” Far from disappointed, Eclipse smiled and nodded approvinglyas she extinguished her flames, revealing her Coltic cloth and armor to be unharmed. “You are absolutely right, my former scribe. Your word, your marefriends and your family should always comefirst—pun very much intended! Your love and loyalty to them does you great credit. And for it, you’ve made me very proud again! You are clearly not just a fine son, but a just and noble Dragon Lord.”

With that, she turned to Peregrine next.

“Then I sincerely apologize to you, Peregrine Pacil.” To the griffon’s great and happy shock, she bowed to him like he was royalty, using her powerful mating aura to fully restore his lost arousal and then some, bathing him in its brilliance. “I didn’t mean to try and steal him from you, or you from his harem—indeed, I would have insisted he and the CMC do you next as I watched! But you belong to him now, and as part of his harem, you come first in his eyes.

Be very flattered that he—and all his equally exquisite marefriends—find you so desirable and worthy of the blessing they are about to bestow on you! You should be honored, young griffon.” She raised his beak with her aura, letting him see that she meant all of it in her compassionate cat-eyed gaze.

“M-my Queen…” He bowed as low as he could before her again. “You are truly worthy of your title! And it is my deepest hope that by serving Lord Spike, I may serve you as well!”

“You will indeed.” She bade him rise and then led him forward towards Spike.

“He’s all yours, Spike. All I ask, then, is that you love him well and leave him well and truly satisfied as you help him realize his full potential! I very much look forward to seeing what form and powers he will acquire from you! And when both he and the CMC are happy, if and when you’re ready…?”

Eclipse ignited her internal fires again, bathing him in their bright glow. “The heat of your mother awaits!” she promised with great glee, putting some sway into her hips as she walked off, delighting in the urk! Peregrine heard escape his very dry muzzle as she departed, looking supremely satisfied.

Twilight Sparkle was worried.

As she tinkered with her magic-siphoned pendants and ran additional analysis on the most efficient means to drain infected ponies of the curse magic, as well as simulations to determine the quickest combination of spells of actions to carry out their plan, she realized she felt calm and completely in control of herself.

Uncannily so, even.

Her logical and scientific mind was fully engaged on her task; she no longer cared that she was in a pony body, or that Sunset’s hindquarters were fully exposed. Sensuous smells were in the air constantly around them; cries of triumph and pleasure were equally ever present in the distance, and yet she barely noticed or was affected by it, finding herself not tempted at all by it.

In fact, far from wanting to join in, all she cared about was their plan to cure the curse and defeat her corrupted equine counterpart. That, and the vast amounts of data she was collecting, finally able to see and sample the various forms of Equestrian magic directly in their native environment, and for it, understanding them far better.

She was certain. She was confident. She was completely in control of herself.

All of which was cause for very great concern.

What are you up to, Midnight? Twilight suddenly asked her other self, only to get no response; the other entity’s presence was so deeply withdrawn that she could no longer sense her. All this sex and magic, and you’re NOT at the forefront? Not trying to make me notice it? Not trying to make me join in? Not even trying to ogle Sunset or force me to fantasize about her? she recited mentally in some disbelief. This is all stuff you would love, Midnight! So why aren’t you trying to take me over?

But if Midnight heard—and Twilight had learned from bitter experience that she was always listening; watching and waiting for her chance to emerge again—she gave no response; not even a mocking laugh from deep within her. Her alternate personality remained disconcertingly distant and disconnected from her, strangely quiescent despite their circumstances.

She’s planning something… Twilight was only too certain. She fiddled with her personal magic-draining pendant nervously for a moment, making sure it was still in place and active. It was, of course; she’d even programmed that particular one to ensure she could not remove it or turn it off, just in case her evil alter-ego found a way around the pendant’s parameters, such as compelling Twilight herself to take it off even without directly emerging within her.

She grasped and squeezed it once with her unicorn aura, trying to draw strength from its presence and purpose. As far as she was concerned, it was now a permanent fixture to her attire, resting just below the geode she’d gained at Camp Everfree. It, too, had survived the portal passage intact, she’d noted in passing; she could feel it charging up automatically from the magic it was now immersed in.

She was certain that meant her powers would be that much stronger when she returned to earth and had to draw on it again to use unicorn magic, but analysis of it would have to wait. We’re not on Earth, we’re in Equestria now, and the rules are different here! There’s a lot more ambient magic to draw on, and several different types of it as well.

That means that, pendant or no, Midnight could emerge at just the wrong moment and somehow attempt to turn the curse or the other forms of magic to her advantage—forms my pendant might not be able to withstand. If that happens, and she manages to free herself, then BOTH worlds could fall! She bit her lip, which quavered for a moment as she tried to think of a fresh failsafe, her eyes watering for a moment at the fear of losing herself to Midnight forever.

Her bespectacled eyes then fell on Sunset and Delta Requiem, who were discussing spellcasting strategies as they awaited Luna’s arrival. “Sorry to interrupt, but, um... Lady Requiem?” She addressed her carefully, finding the other mare friendly but also strangely intense and intimidating; radiating power and authority that she’d last seen under far less pleasant circumstances coming from Principal Cinch. But it was that power she hoped had the answer to her fears.

“Yes, uh… Twilight Sparkle?” Delta turned to her.

“Is something wrong, Twi?” Sunset noticed her consternation. “You look worried. Don’t be. We’ve got this,” she promised with a reassuring grin.

“It’s not that.” Twilight shook her head. “I’m not sure, but…” she told them her fears, causing Sunset to blink and Delta to frown.

“I see…” the latter stated, eyeing Twilight’s pendant warily for a moment. “So you fear your evil half will take you over and undo our efforts. And for it, what do you wish of me?”

“Well, I know this really isn’t the time, and I don’t really understand your particular form of magic yet, but…” she took a deep breath before continuing. “I was wondering if you could use it to help me purge Midnight?”

“Well, howdya like that?” Peregrine heard Timberbloom say in some disgust as the alicorn bat-queen departed with a final wisps of smoke and sway of her hips, leaving the young tiercel staring after her in awe, wishing fervently that he had the ability to offer such enticements to his new lord. Two of his lord’s consorts, however, seemed less than pleased at her actions. “Just who the hay does she think she is?”

“Eh, forget about her!” Fireflight said dismissively. “Between Spike and Perry, We got all we want or need right here!”

“Guys, lay off her,” Cyber Belle said softly, sounding to Peregrine to be strangely subdued. “She's not our enemy. As far as I’m concerned, she has the rights to lay him or anypony else—including the three of us—whenever she wants.”

Spike turned to her in surprise while Fireflight and Timberbloom’s looks were ones of pure disbelief. “Oh yeah? Why? Because she calls herself Queen?” The latter challenged.

Cyber Belle pinned her with a look. “Because it’s her palace. Because Spike was her son and scribe. Because we wouldn’t have all these gifts without her. And because she saved me from The Nightmare. Saved my sister. Saved us all.” She visibly shivered as the others fell silent at her fervently delivered words.

“The Nightmare’s technocurse had me and all the other cyberponies under her complete control. She’d turned us into a slave of her will, and using our nanotech, she was going to turn everypony else into her slaves as well! And even worse, she ordered us to kill anypony who resisted assimilation too strongly!” she recalled, several messages flashing across her eyes warning of her increased metabolic rates and stress hormones. “I knew it was happening and what she planned, but I couldn’t stop it—there was nothing I could do about it! But Eclipse could.”

“Well, yeah, but…” Fireflight’s anger ebbed.

“No buts. We owe her. We all do,” Cyber Belle insisted, leaving Peregrine wondering what he’d missed and how much longer his quivering wings and body had to wait, but he was far too polite and afraid of causing offense to say anything.

“I didn’t realize this until afterwards, but she also could have taken control of me herself at any time using her enchantments, like when I was giving her backtalk and threatening to challenge her rule,” the cyberpony recalled. “But she didn’t. Because she wouldn’t. Because she wants willing and loyal servants, not mindless slaves.”

“You’re right. That’s who she is. And that’s why I’m so loyal to her,” Spike agreed, puffing some fresh and very soothing smoke into the air, instantly assuaging their remaining anger and restoring their arousal, putting a reassuring paw on their shoulders in turn as he sat back down.

“Listen, girls—I love her no less than I love you, and look at it this way—for as much as she just turned me on, I’m really ready to tuck some tiercel tail now!” His grin at Peregrine was toothy but not at all unfriendly, causing said tail to rise high and the orifice beneath it tingle in anticipation as he sensed the moment was finally at paw. “Now where were we…?”

“About to screw him silly and see what all our magic at once would do to him?” Cyber Belle reminded him, deploying a few biomechanical tendrils from her back. “So come on over, Perry!” she invited, patting the plush reading lounge behind them, which had been retrieved from the castle library earlier. “We’re ready for you!”

“Y-yes…” The young male griffon swallowed hard, trying desperately not to stumble from his stiff legs and stilted steps as he approached.

I am not worthy… I am not worthy… he repeated over and over in his head as he closed the remaining distance to his new Lord to the renewed cheers of the watching dragon ponies behind him, his eyes fixed on the pair of erect and exquisite dragon organs at his eye-level staring the young tiercel in the face.

Five minutes after he had left the command center, Colonel Stargazer, commander of the Canterlot garrison of the Lunar Guard, arrived at his destination—Prince Blueblood’s private quarters.

There was no sign of the four thestral Guardsbats he had already dispatched to retrieve the Prince, but nor was there any sign of a struggle or foul play in the area. The sentries further back had also confirmed that the two pairs of bat-ponies had indeed passed their positions on their way to the Prince’s quarters, none too happy about their task.

His sharp tufted ears couldn’t hear anything from inside the luxurious suite, which was hardly a surprise—the Prince had magically soundproofed the interior to ensure no noise made within it could be detected on the outside, and he sometimes even cut off crystal communications within it when he was discussing business dealings with his agents, or was simply entertaining a mare or two.

He strongly suspected the latter was the case here, and that the Prince was now detaining his soldiers behind one of his room’s defensive wards while he enjoyed the company of some trollop who wanted notoriety and influence by bedding the Crown Prince. Thus, he pounded hard on the door.

“Blueblood!”he shouted. “This is Colonel Stargazer! I don’t care who you’re in bed with, so move your pasty white flank! Your royal presence is respectfully requested in the Command Center by order of Princess Luna herself!” he grated out the honorific.

His anger deepened as there was no immediate response, and he gave a sharp hiss. “Do you hear me, Blueblood? Open up now, or I’m coming for you!”

Abruptly, the soundproofing spell on the door dropped and he could hear mocking laughter inside—not belonging to the Prince, but to his own soldiers.

“Coming for him? Truer words have never been spoken!” a voice he recognized as belonging to Private Penumbra spoke, though it sounded far stronger and deeper as he gave an overloud lick of his muzzle.

“Got that right!” a heavily panting Concord agreed, and for the first time, Stargazer picked up some wet slapping sounds, his eyes narrowing for it even as he wasn’t sure what was wrong with their voices. “Luna knows we did!”

“Don’t worry, we’ll be along in a second, sir!” Riesling promised, sounding scarcely less out of breath. “Then again, for as much fun as we’re having, it might be a few minutes. Or an hour. Or even a day! Hey, would you mind sending us some food and drink in the meantime? I could use a flying boar steak done medium rare and a good wine! A proper Chianti, if you please!”

“What was that?” Stargazer snapped.

“Oh, you’re taking orders for everypony? Then what’ll it be, bats?” Riesling asked jovially.

“I’ll take Jackelope Stew!” Concord announced with a wet kissing sound. “And a tall amber ale!”

“Chicken Chutney for me!” Spring Air finished with another grunt. “And a round of Mango Mimosas!”

“I’ll make it simple, sir—just bring in a freshly slaughtered lamb and a full keg of Sweet Apple Acres Special Reserve Cider!!” a breathless Penumbra finished to cheers, the four enlisted Guardsbats treating their increasingly fuming Commander as little more than a waiter at a restaurant.

“You four are bucking for a court-martial and a thorough flank-kicking!” the seething Stargazer announced, only to receive a fresh round of laughter back.

“Speaking of flanks, what was that about the Prince’s flank being pasty, Colonel?” Sergeant Spring Air asked through repeated grunts. “I mean, isn’t your flank the pastiest one of all?” he wondered aloud to fresh laughter and a sharp slap that sounded like a high-hoof.

The Colonel hissed sharply at the last line, which went far beyond simple insubordination into what sounded like an olden Nightborne slur against his Highborne heritage. Regardless, he was now certain that Blueblood had bewitched his soldiers upon entry with some kind of exotic potion or spell, giving them some of his mares to play with so he could escape undetected and do what he wanted; he now doubted the Prince was even home.

“Enough! I’m ending this guano show right now!” Growling low, he used his master security crystal to unlock the door to the Prince’s quarters and flung it open hard. He marched in only to stop short, his jaw falling open at the sight he beheld:

All four stallion soldiers stripped bare and extremely aroused, their armor scattered in pieces throughout the room.

Their armor no longer fit as they were much bigger than they had been previously, the four now looking like sleek and dangerous predators; their ears, wings and fangs larger with their apples and stallionhoods enhanced to match.

And at least two of them were buried in the central figure of Prince Blueblood himself, who now bore thestral features of his own, though they belonged less to an adult and more to an adolescent; his scent alone enough to make the Highborne commander dizzy.

The Prince was pleasuring all four thestral stallions at once even as he was held up by them; he rode the lap and massive thestralhood of Spring Air even as he suckled hungrily and happily on Penumbra’s organ, all the while stroking the remaining two stallions off with his hooves, the latter two raining nips and kisses on him the whole while.

The Prince, too, was very aroused—his half-thestral organ was smaller compared to the others, but still prominent and drooling a steady supply of seed; Stargazer found his gaze suddenly fixed on it—and on the Prince himself, the scents and sights of the room quickly soaking into his senses.

Though aware of his gaze, they did not slow or stop their efforts even as they acknowledged him. “Oh, hey, Colonel! Welcome to the party! Won’t you join us?” Penumbra asked as he held the Prince’s head down on his organ, forcing him to take it down his throat almost to his apples, which slapped against Blueblood’s chin at the very end of his thrusts. “As you can see, our prissy Prince here is being an excellent host!”

He ruffled the Prince’s mane with a hoof as he held his head down on his enormous shaft. Blueblood’s mane looked longer than it had been, much more like a mare’s along with his softer facial features, only increasing his unlikely allure further to not just the four he’d already captured, but the Colonel himself! “In truth, though, I think we’ve been a little mean to him. I mean, he’s been serving us without stop, and he’s really good at it! But we haven’t been doing much for him!”

“But… this…” was all the Colonel could say through a suddenly dry throat and an impossibly strong swelling in his loins at the very taboo—and increasingly tempting—all-stallion tryst before him.

“But nothing. So whaddaya say, Stargazer?” Concord bared his pointed teeth in an act that would normally get you written up for making a disrespectful gesture to an officer, never mind leaving the rank off his name; it was only then the Colonel noticed he and Penumbra had a unicorn horn!

“The Prince’s shaft needs some attention, and I regret we’ve been neglecting it. So why don’t you give it to him?” He made a licking motion with his muzzle, showing his tongue had been lengthened as well. “For as much as you seem to love mouthing off with that big muzzle of yours, I’m sure you’ll be able to accomodate Blueblood’s blue balls in it just fine!”

“Oh, I can’t wait to see that!” Penumbra agreed with a gleeful grin, turning up the intensity of his new mating aura, focusing it fully on his former commander, whose cheeks flushed and wing flare turned quickly from one of anger to arousal. “And after that, for all the abuse he’s given me, he can suck me off, too!”

“I…” At that moment, the overmatched and overwhelmed Colonel Stargazer realized two things: that the corruption they had been told the defend against had already made it to Canterlot, and that if he didn’t flee immediately, he would fall victim to it as well—a fact confirmed as he felt his own stallionhood quickly surging to attention below his barrel armor as he took an involuntary step towards the Prince and the scene, finding himself with a suddenly watering muzzle as the obscene suggestions registered and the massive amounts of mating magic and magical pheromones soaked even deeper into his reeling psyche.

But he had not made rank for being stupid or weak-willed, or for being unable to recognize that he was in danger; that a situation was sorely out of hoof. With a wave of sheer panic, he broke the seductive spell over him and went for the communication gem on his belt.

“No. No! Command Center! Seal the Prince’s quarters! The curse is already—!” he began to call as he turned to escape and flared his wings to fly, only for Concord’s new and immensely powerful aura to catch him, crushing the crystal and pinning his wings, sending him sprawling as he made a leap that was intended to take him out of the room and into flight, hurtling down the corridor to safety.

He instead was plucked out of the air just outside the Prince’s quarters, pulled down to the tiled floor of the foyer, then was dragged back in by a pair of powerful magical auras.

“Going somewhere, Colonel?” Private Penumbra growled in raw lust as he used his own unicorn magic on his former superior, quickly and efficiently stripping him of his armor as he felt him up from head to hoof in the process, arousing him sorely and mercilessly by not just bathing him in mating aura, but by stroking his swelling sheath and flight muscles. “Sorry, but we insist that you stay!”

“And for denying me leave for Nightmare Night last week, I’m gonna loosen up that tight tail of yours myself!” Concord promised, causing Stargazer’s heart to stop as he felt his tail raised and a magical probe beneath it, causing the exterior of the opening to tingle hard and loosen as the phallic construct began to push inside.

“No… no! I’m not a—mmph!” Stargazer called out in fear and weakening protest one final time before his muzzle was plugged with a second magical construct, the curse magic compelling him to suckle it and accept the growing intrusion in his rear. His forehooves left two ruts on the floor as he was pulled back towards the group and the doors closed and locked behind him, silencing his cries of alarm—and shortly helpless pleasure—from the outside.

28: Griffons Expressed

Author's Note

Chapter contains: Minor interspecies M/F unicorn stallion/griffon eagless with magical molestation; interspecies MFFF/M of Spike + CMC/griffon male featuring oral and bukkake.

And once you’re done here? Feel free to head over to the new Nightmare Night side story, which is intended as an erotic anthology of sexual corruptions and conversions starring various background ponies and secondary characters, staring with the fall of the Ponyville Post Office:

[Adult story embed hidden]

UPDATE: I redid the opening section to address reader concerns, removing about a 1000 words of it to improve flow, including a sex scene that was there previously but didn't really fit either the section or side story. Those who are curious can find the original version of it here:

https://docs.google.com/document/d/1F-KdR7R27uUeXhiYzw-vZ2vL2hY0l4mh-UuxSsq8M6s

28: Griffons Expressed

Two hours before dawn, the festivities in the Map Room were just getting started.

With The Nightmare defeated and Rarity reclaimed from her, the converted residents of Ponyville settled in for their celebration, grabbing lounges and other comfortable surfaces from the library reading areas while Vinyl Scratch—who announced she was now named Digi-DJ—neared completion of her soundstage set-up process; the thestral-fanged and bat-eared Octavia Melody tuning an array of string instruments at her side.

The banter and competition between the new factions of converted ponies was both sociable and sensual as old friends found each other and marveled at their changes, comparing their new equipment and boasting of their conquests.

And yet, rivalries remained as Shadowdash openly bragged that she could best anypony physically or sexually in her new form, only for the claim to meet an immediate challenge from a thestral-converted griffon eagless, who was now sporting bat wings in addition to an enhanced body a third again her previous size.

Her purely griffon name had been Owlia Accipiter, and she’d been one of the few griffons who lived in Ponyville in her role as liaison to the Ponyville Post Office for the Griffon Express delivery service. The former Rainbow knew her, though they hadn’t spoken much; there had even been a time that, surprised to find herself missing Gilda and griffon female charms in general, she’d thought about asking the eagless out. She ultimately hadn’t because she’d finally been pulled away for Wonderbolts training and had no idea how Owlia would take such a suggestion.

It was a worry that had apparently been pointless as she saw the eagless rubbing shoulders, wings, and even her more intimate areas with her fellow postal workers and their families, who, to the surprise of all, had been entirely converted to beaked and bat-winged hippogriffs—all, that was, except for her postal manager and Digiderpy.

The former had become a very powerful unicorn thestral while the latter had been found by a cyberpony first. But instead of seeking out new ponies to corrupt, she had instead showed her devotion to duty by taking it upon herself to single-hoofedly sort and deliver the day’s mail—a task her new technological enhancements left her well-suited for.

The postal workers left her to it so they could join the festivities, led by their manager and his new bat-eagless mate. Now calling herself Night Owl, she presented a very intimidating sight with her powerful predatory body and enormous bat-wings accented by glowing cat-slitted eyes and larger talons. In her altered form, she was half again Shadowdash’s size and probably double her weight.

But Shadowdash remained undaunted and unintimidated, bantering back and forth with the other female as they prepared for not just a duel but what amounted to a griffon mating round—one that was certain to end with one of them defeated and dominated; mounted and mated by the other.

Their impending bout had attracted quite a crowd, with mostly thestrals and hippogriffs but also a few dragon, timber and cyberponies drifting over as well, exchanging kisses and caresses even as they placed their bets.

“So you sure you wanna do this, ‘Shadowdash’?” Night Owl asked with a smirk as she flexed her decidedly-deadly looking talons. “You’re the leader of Eclipse’s personal guard, so I’d hate for you to get your flank spanked in front of her.”

Shadowdash grinned broadly, flashing her pointed teeth. “Oh, don’t worry, Night Owl—I won’t! But before we start, I’m curious—how’d you all get converted? None of my team did it! Wish we had, though…” She looked around in regret at all the new bat-ponies.

Night Owl shrugged as she cricked her neck twice, once in each direction. “You know, I’m not sure. I was just flying to the Post Office in the rain to start my shift and receive an expected G-E delivery, and all of the sudden I got so horny I couldn’t see straight! Started doing myself in the air and my wings got so stiff I couldn’t fly!

“Got so aroused and desperate that I had to screw the first stallion I saw—which happened to be my Post Office manager, Certified Mail, there—stroking himself to the sight of me just outside the entrance!” She took flight into a hover and then assumed the self-pleasuring pose she was in then as an example, causing a slew of lustful noises to erupt, none more so than from the stallion she named, who stepped forward and all but fell to his knees before her, staring up at her in awe.

“Not bad!” Shadowdash admired and ogled her openly, as did all present. “Not that I blame you, C-M—that’s a display nopony could resist!”

“Got that right! But it’s Certified Male now!” the former postal manager replied shortly as he kept his gaze fixed on her while she performed for him again, stimulating herself openly with her talons. “So… beautiful…” he pronounced as he began magically stroking himself to the sight of her once more.

Night Owl’s grin got broader as she remained in the air a few seconds longer, indulging herself by soaking up the attention and accolades as she continued to put on a show for him and all present with her talons; it was to the disappointment of all when she finally withdrew them and returned to the floor. “So yeah, I could barely move at that point and we were both so hot and horny that I let him feel me up with his magic, even without a mating round!”

“Whoa! Without?” Shadowdash blinked, knowing griffon proclivities well from the time she’d spent with Gilda, who couldn’t get hot and bothered without a good scrap and being beaten in it. Once submitted, she would let Rainbow have her way with her and do whatever she wished, denying her obvious enjoyment even as she climaxed, promising—but somehow never delivering—that the tables would be turned next time. “Didn’t think griffies did that!”

Night Owl shrugged. “Me neither, but don’t get your hopes up, Dashie—he’s a special case! And to make a long story short, one thing led to another until finally, we rutted each other’s brains out!” she said to a fresh round of cheers and pinwheeled hooves from the non-thestrals as she landed, exchanging a quick nuzzle and beak-to-muzzle kiss with her former manager, who felt her up with his aura openly to her great and evident enjoyment.

“Wow! So you mean that all came from just being caught in the rain? That happened to me, too!” A nearby Nightborne pegasus mare noted.

“And me!” Added a former earth pony stallion with Highborne attributes but no wings.

“And me...” Several more voices chimed in, with additional stories of conquests and being conquered quickly shared.

“Oho! Caught in the rain and then had to rut? Sounds like fun!” Shadowdash noted as she saw the stallion’s mating magic move on to Night Owl’s flight muscles, licking her lips as she watched them massaged and the large aerial appendages grow quickly erect.

The dark-furred bat-winged eagless grinned even as she stood there visibly enjoying herself, her eyes closed and likewise licking her beak happily with her longer hybrid tongue. “Oh, it was! Couldn’t believe I was doing it and yeah, he was a little big for me at first, but I couldn’t help it—I needed him inside me so badly I finally rolled him over and sank him to the hilt!” she recalled with an audible rumble, reliving her memories even as she soaked up her thestralcorn male’s aura and attention, who then displayed his full nineteen-inch erection to show how deep he’d been.

The crowd oooed at that, earning the stallion some playful teasing and nudges from his hippogriff comrades, who Shadowdash recognized from the cutie marks and muted coat colors as former postal employees. “Nice! Well, I guess the old eagless saying is true—once you go colt, you’ll never bolt!” Shadowdash offered with a grin, eagerly visualizing it. “So I take it you transformed then?”

“Sure did! And afterwards? We converted the rest of the post office, followed by their herds and even a pub full of ponies!” she said to a series of fresh cheers. “The ones he converted became thestrals. But the ones I did became hippogriffs!” she explained as the latter gave the raucous calls of their new race, flaring their altered bat-wings, which an approaching Eclipse noted quickly had been given to all her progeny, not just the pegasi. “You know, it’s weird, but I kinda see them as my cubs, now…”

“Interesting... ” Eclipse spoke up, having caught the end of her explanation as she walked over from where Spike and the CMC were gathered. “So it would seem the old myths about hippogriffs being a by-product of an ancient alchemic mixing of pony and griffon magic are true!”

“Not bad, Night Owl! But still not equal to my record!” Shadowdash boasted, not having heard her. “I converted the entire third-shift weather team by myself! And Queen Eclipse converted me personally!”

“She did? Lucky!” Night Owl bowed low before Eclipse, waiting until she returned the gesture before rising again. “But anyway, that’s the whole story—we got corrupted by a simple soak in the rain! And speaking for myself, I couldn’t be happier!” She reared up to show her larger form and thestral attributes, flaring her bat-wings wide and showing off her eighteen-inch erection, with a thick bulb-like swelling at the base narrowing into a tapered end.

“I see...” Eclipse spoke up more loudly, pulling the crowd’s attention to her. “It would seem, my loyal Lieutenant, that your efforts to convert the weather team contaminated the very storm clouds above us! A most fortunate side effect that I admit I did not foresee.”

She closed her eyes and smiled. “And as I think about it, one that gives us many more options to spread our sphere of influence further! It means we could convert entire towns by wind and weather! With enough former pegasi, we could send a massive storm front sweeping across the land to convert entire continents!”

“Whoa… I like the way you think, Queen!” Shadowdash granted. “Still, we weren’t trying to turn the cloud into a weapon at that point. Hay, we didn’t even know we could! So I wonder how we did it?”

“Oh! I think I know! It must’ve been from when you guys had me bound on that cloud!” Thunderlure pointed out, becoming excited again at the now-treasured memories of being spitroasted by Sultry Skies and Stud Hunter. The pair still flanked him—indeed, they’d barely left his side since—rubbing heads, hips and wings with his massive form happily.

“I mean, you guys all pumped me full of so much magic, and then I did come pretty hard right into the cloud surface when I transformed…” he recalled, flashing his mismatched light-and-dark bat wings. “So I guess that’s what did it!”

“Whoa! So, if it was your conversion that corrupted the cloud, that means you in effect converted everypony the storm rained on yourself, stud! Including Night Owl here!” Cloud Tucker pointed out, with Nymphaea at her side.

“Guess I did…” Thunderlure all but preened at the eruption of praise and cheers, making a show of stretching out his light-colored bat wing to lick. “Oh, well!”

“Is that so?” Night Owl appraised him appreciatively. “I guess I’ll have to thank you later!”

“That’s our Blunderlure!” Shadowdash couldn’t resist a tease, earning a playful growl from her fellow Wonderbolt in return. “Okay, enough talk! So we gonna do this duel or what, Night Fowl?” She grinned at her turn of phrase.

Night Owl lowered her head further and hissed like a thestral, though she never lost her smile. “So eager to lose, are you? Don’t worry, ‘Dashie’—this won’t take long. And since it’s your first mating round, I’ll go easy on you!” she promised, her new Nightborne features leaving her looking like a lethal—and extremely alluring—male-equipped panthress hawk; her previously bright-hued feathers now barely lighter than the rest of her fur.

“Oh, please!” Shadowdash laughed and bared her sharp teeth as the pair circled each other slowly on the ground, wings flared for immediate flight. “You think I haven’t fought and won a few rounds with griffies before?”

Night Owl looked surprised, then smiled. “You got it on with a griffon even before all this? Who?”

“Grizelda Behertz,” Shadowdash answered with a smirk. “I know she was working as a G-E courier for a while there. You probably knew her as Gilda!”

Night Owl blinked, then snickered. “Gilda? Yeah, I knew her from when I was working at the G-E offices in Manehattan. So you were a hawk-humper while that sorry excuse for a mail courier was not only an eagless-eater, but a feather-fooler?” she used a less-than-gracious term of griffons for gay females and those who mated with pegasi.

“Yeah. You got a problem with that?” Shadowdash challenged with a toothy smile.

“With your interest in eaglesses? No. It’s just that I’m not impressed with your taste in partners, Shadowdash,” Night Owl replied with a wry grin. “In case you haven’t heard, Gilda got her flank fired from the G-E months ago after she opened a package instead of delivering it!”

“Oh, really?” Shadowdash’s grin got broader.

“Yep! And you know, I suppose she might have gotten away with it... if it hadn’t been a perfume that she then sprayed on herself! Too bad it had spoiled on its journey across the Antlertic Ocean due to a bad preservation spell! It smelled like Diamond Dog piss by the time she used it!”

“BWAH-HAHAHAHAH!” Shadowdash openly guffawed, as did the onlookers who knew Gilda. “Thanks for telling me! Just wish I’d been there to see! I’d never have let her live it down!”

“Oh, she stunk like a bed of old straw used by an incontinent herd of hippos! And then she had the nerve to deny it to our manager even though the rotten perfume smelled exactly like her!” Night Owl recalled with a grin.

“Well, I didn’t exactly bed her for her brains…” Shadowdash snickered. “I’ll find her flank and drill it later! Now where were we?”

“Forgot already? I believe I was about to pin you to the floor and then plow your plot as my prize!” Night Owl reminded her with a smirk.

“Promises, promises!” Shadowdash lowered her head even as her stallionhood grew quickly erect at the prospect. “So put your bits where your beak is, Night Fowl! What are the terms of the duel?” She stretched out to display herself, causing the half-thestral eagless to do the same, showing off her larger wings and longer lionhood, though it didn’t have the girth of her opponent’s and was more tapered. It was nonetheless now nearly three times the mass of the griffon norm, hanging low beneath her belly.

“Terms, eh? Since Queen Eclipse is watching, let’s make this high-stakes, Shadowcrash—” Night Owl paused to let the ooos die down as Thunderlure laughed and Shadowdash hissed sharply. “I was a soldier in the Gryphon Army once, and you know what? In this form, I wouldn’t at all mind serving as a soldier again! I want to personally lead the Queen’s conquest and conversion of the entire Gryphon Kingdom!

“So if I win, then I’m the new Captain of the Queen’s Personal Guard! And the Guard itself will be comprised of my team!” she said to cheers and pinwheeled hooves from the hippogrifs behind her. “We duel to submission by sexual climax—whoever mounts and makes the other come first is the winner!”

“How intriguing and ambitious…” Eclipse got a broad grin as she considered the possibilities from the sidelines. “You know, I could use a griffon commander for when I conquer the Kingdom…”

“Oh, so you wanna be Captain?” Shadowdash pawed on the ground, her wings now flared in challenge as much as excitement. “Deal! And when I win, you’ll be my subordinate and have to do whatever I say!” she announced, and then caught herself, turning back to face Eclipse. “With My Queen’s permission, of course…?”

“Granted.” Eclipse nodded her head with a grin. “I know better than to keep you from such a challenge, my strong and stirring Shadowdash. I look forward to your contest, especially with such delectable terms! But let me ‘sweeten the pot further’, as Annie Smith says…” She waited until all attention was on her before explaining.

“For creating so many servants and soldiers, you have both served me well this night—even if in your case, Night Owl, you didn’t know it at the time! I am a benevolent Queen, so to express my gratitude, I offer up my own prize for this duel—the winner and the group she leads not only becomes my Personal Guard, but gets to immediately be with me!” She generated her runic tentacles again in display for a moment, causing Shadowdash’s wings to twitch hard at the memory of the pleasure they brought her.

“And if you think you’ve experienced the heights of rutting rapture already, believe me when I say I can raise the bar even further!” she emphasized her words by casting a quick-fading sensitivity spell on the pair, causing their cheeks to flush hard and wings to stiffen with the very breeze.

Night Owl blinked once, then smiled as the spell was withdrawn, leaving her with only the barest but most tantalizing taste of it. “You drive a hard bargain, Queen Eclipse! But your terms are acceptable! I’ll be with you shortly, my liege! So let’s do this, Shadowdash!” She went into a pouncing crouch like the lioness her hindquarters had looked like, keeping her hips a bit higher to prevent her impressive male attributes from dragging. “Before we’re done, I’m gonna make you beg to lose!”

“Back at you, Owlie! Now cum and get me!” she grinned as she got into her own crouch, waiting expectantly for Eclipse to give the signal to start, which she did by stepping partway between them and firing off a flare from her horn.

Princess Luna had made it halfway to Ponyville with her large thestral force before a fresh disturbance in the dreamscape got her attention, causing her to halt mid-flight as her senses searched the ether, surprised at what they found.

“The Nightmare…” she realized through narrowed eyes, speaking the name aloud. Her ancient adversary’s presence was moving quickly, dashing from dream to dream like the Demons of Tartarus themselves were on her heels—which was possible as she detected another set of entities following her closely, their powerful magical signatures like nothing she’d ever known. But that makes no SENSE! Why would she be in the dreamscape and not down here, unless…

“She lost her host?” Luna realized in both anger and disbelief. “Pity. I would have so enjoyed the chance to engage and defeat her in a physical battle!” she said to nopony in particular.

“My Princess?” The Nightborne General prompted. “What are your orders? Do you wish to go after her? We can quarantine Ponyville in your absence?” he suggested.

Luna didn’t reply right away, considering the possibilities. Having lost her host, The Nightmare’s spirit was exposed and alone in the dreamscape, making it a grand opportunity to defeat and destroy her. And yet…

She thought about the General’s suggestion for only a short time, only to finally shake her head and disgust and disappointment. “As much as I would wish to find and finish her myself, ‘twould seem she is already pursued! Perhaps this curse of hers produced ponies capable of dreamwalking, who then turned on her and now seek to slay her. How fitting!” Luna grinned at the prospect, eagerly imagining her former possessor’s fearful expression as her latest plan blew up in her face.

“However, much as I may wish to, I will not pursue her personally. Having lost her host, she is no longer our main concern—that is containing the corruption she left behind! Now that she is in the open, I will dispatch the Dream Guard to stalk and slay her whilst we proceed to Ponyville!”

“As you command, our Princess!” her General replied in awe, marveling at her strategic sense, having heard stories of but never seen the Moon Princess’s battle blood before.

She favored him with a nod. “Your loyalty and eagerness does you great credit, good General. But before we continue our flight, I must send my orders…” She closed her eyes and ignited her horn, sending a telepathic message to her agents in the dreamscape.

She shortly received several surprised acknowledgements back, and soon sensed a platoon of her Dream Guard ponies closing quickly on the Nightmare’s position and the unknown figures chasing her. “’Tis done. The Nightmare is dealt with, or shortly will be. Now let us proceed to Ponyville to clean up the corruption she left behind!”

Peregrine Pacil had no idea what he had done to deserve such honor or favor as he was now being bestowed. He found himself terrified by the sudden worry that it was in fact only a dream, to which he could only pray to his ancestors to never wake up.

But all his senses and all his desires told him otherwise—-that the Dragon Lord and his consorts before him were no apparition; that their invitation to join them and partake of them was truly meant. Lost in a haze of lust and more aroused than he could ever remember, he only took passing note of an already-transformed eagless squaring off to fight a mating round with a bat-winged pegasus that from her muted rainbow mane could only have been the well-known Wonderbolt, Rainbow Dash.

Is THAT what I will become—a bat-griffon? he wondered as he watched their bout begin. He found himself disappointed at the prospect, as the eagless’s form—he did dimly recognize her as Owlia Accipiter, the G-E’s resident liaison to the Ponyville post office—was certainly impressive, looking like something out of a fantasy story he’d read as a cub. And yet…

I don’t want to be like HER! I want to be like SPIKE! he pleaded to his ancestors and whatever Gods were listening, wanting the half-dragon form the ponies behind him were sporting.

A wish Spike himself was only too eager to oblige. “So come on over, Perry!” the cybernetic consort of the Dragon Lord invited to sorely aroused griffon male in front of them, patting the plush reading couch behind them, which had been retrieved from the castle library earlier so that all the ponies present could enjoy intimacies on soft surfaces if they so desired. “We’re ready for you!”

“R-ready… y-yes…” Peregrine swallowed hard, trying desperately not to stumble from his stiff legs and stilted steps as he approached the now-sitting Spike, who spread his legs as he lounged back against the reading couch. He laced his large talons behind his head in a pose of lazy anticipation, his twin organs fully engorged from his Queen’s display and twitching enticingly with every beat of his still-racing heart.

I am not worthy… I am not worthy… the young tiercel repeated over and over in his head as he began to close the remaining distance to his new Lord. He approached Spike to the renewed cheers of the watching dragon ponies behind him, clustering close and urging him on with various promises of what their Lord would do to him—and what they wouldlater.

But as enticing as their offers were, he ignored them and the slitted eyes he could feel were devouring the view beneath his upraised lion tail, its tip twitching in excitement as his eyes fixed on the pair of erect and exquisite dragon organs at his eye-level, staring him in the face.

Despite his desperate desire to reach them quickly, he crept towards them slowly. He slunk low towards them on the ground, almost in a crouch, feeling like he was but a cub approaching his sire, who wished to scold him after he’d done something wrong.

Or in this case, the overwhelming fear that he’d do something wrong out of ignorance or inexperience with such an unfamiliar act, and lose his Lord’s favor!

“It’s okay,” Spike promised him, still looking down at him from his lounging position. “I promise you’re gonna love this, Perry. So come closer! You wanna see them up close, right?

His dry throat momentarily unable to talk, he nodded frantically, flaring his crest again in involuntary enticement as he inhaled the drake’s musk deeply, if from a slight distance, then found himself moving forward again, step by cautious step despite the dragon ponies behind him urging him on with an encouraging word and an occasional warm breath under his tail.

It was so close he could touch it; the dual dragonhoods barely a talon-length away.

So close he could smell them; the smoky musk of Spike’s dragon loins.

He inhaled their aroma deeply.

His muzzle watered.

His tongue licked his beak.

His heart pounded.

He felt faint.

“Aw, dude… he’s got it bad.” Fireflight noted in delight.

“Can’t really blame him,” Timberbloom watched his approach with rapt attention. “Reckon Spike’s such a stud he makes every guygay for him!”

“Inaptly put. But essentially correct,” Cyber Belle agreed with a sly smile.

G-gay…? The word gave Peregrine sudden pause. Am I…? He halted his advance, his tail now twitching in agitation as his body cried out in agony for being delayed the sensual pleasures it so craved.

“Guess I do! So, are you gay for me, Perry?” an amused Spike asked through a smile and bared teeth, causing him to start. “Don’t be shy. Once you become part of my harem, they’re yours as much as mine.”

“M-Mine...” he repeated, his heart skipping a beat at the thought that he could have them and touch them—touch Spike—any time he wished. He could see every detail they had, every scale and ridge, every vein and every throb of the Dragon Lord’s heart within them.

“That’s right,” Spike confirmed. “So you can touch them if you like.”

“Touch them…” He reached up for the leftmost organ with his right foreleg, his talons flexing open only for the limb to freeze halfway, trembling. He was still afraid to, sensing deep inside himself that to do so was to cross the point of no return. He’d never been a tiercel tucker; never even had so much as a thought or fantasy in that direction before. But now…?

Now he wanted nothing more than to pleasure and be taken by the most magnificent and mighty male he’d ever met; the drake who had conquered him, body and spirit without even having to fight a mating round.

For there was no need.

For the Dragon Lord had already won him.

For if his brood had already overpowered and enticed him, then their Dragon Lord himself had done so.

For the Dragon Lord was the most powerful and desirable of all.

For the Dragon Lord wanted to add him—a lowly courier griffon—to his brood, imparting the greatest of gifts in the process.

Gifts whose nature he wasn’t entirely certain of, but gifts he very desperately desired.

Is this what I want? Is HE what I want…? Peregrine asked himself one final time, but his body gave the undeniable answer as his wings and lionhood swelled even further, followed by his tail standing as tall as it could, all but curling forward to expose himself more fully as the thought and fantasy of his Lord’s drakehoods buried deep within him; conquering him and claiming him for his harem. “Yes…” he whispered as at that moment, his remaining fears melted away and he accepted his fate fully, reaching the rest of the way for his Lord.

His grasping talons made contact, causing him to take a shuddering gasp as he held an erect male organ not his own for the first time. It was enormous, and very potent; he could all but feel the heat and magic within it, already flowing into him, enticing and invigorating him; he swore he could feel his own inferior attributes begin to expand and grow.

“There you go…” Spike praised through sudden tension in his voice, his claws clamping down on the back of the couch, his eyes now fixed on the gryphon before him. “I like that. Keep it up, Perry…”

His lord’s words both an order and the tiercel’s own desire, he squeezed the thick shaft once, causing it to flare and spurt a small amount of its precious seed onto his avian face, leaving a single bead running down the side of his break into his watering muzzle. He licked at it automatically, savoring the flavor and power of it; the barest taste of his Lord’s essence.

He stroked it, feeling the ripple of pleasure and movement it gave him.

And then he found himself nuzzling and licking it slowly, from tip to base, eliciting a shudder and moan from his new master.

“Oh, yeah…” Spike groaned with a sudden lick of his muzzle as his head lolled back, draping his arms over the back of the sofa. “Love that bird tongue around my ridges…” he announced, making a delighted Peregrine instantly shift his efforts to them fully. Gaining more confidence and eagerness at the realization that his efforts were being well-received, he pulled himself closer, leaned back and sat up so he could use both sets of talons in his work. The trembling tiercel grasped and stroked the dual drakehoods even as he continued to worship his new Lord’s magnificent masculinity with his tongue, occasionally switching his effort from one shaft to the other, all but reveling in the unheard-of act.

For when had a male gryphon ever orally pleasured a drake?

The thought that he was breaking such a longstanding barrier as well as innumerable taboos in both societies was very heady, and he spared a momentary glance at his Lord’s consorts, who, though initially exchanging observations and comments, had gone silent as the scene unfolded, staring transfixed and very aroused at the sight, stroking their male and female attributes with their hooves.

“Wow, look at him go…” Fireflight finally noted as she did both from her hover; her wing and tail flames intensifying with her arousal. “He really wants you, Spike!”

“Can hardly blame him!” Timberbloom granted as she focused most of her effort on her marehood, her power involuntarily causing several pink and orange flowers to bloom right out of the wood of the sofa armrests, their pollen reflecting the excitement of their owner by adding additional enticement to the air.

“Fine by me!” Spike said slightly breathlessly as he gently rested a taloned paw on Peregrine’s head, not pushing it down but just letting him know of his affection and approval. The tiercel felt tears well in his eyes at his Lord’s love and favor, and wanting to repay his kindness and respect, he took the leftmost organ into his muzzle entire, being very careful with his beak.

Spike reacted instantly, moaning even harder and leaning back hard in his seat, his neck arched so hard the tendons of his neck stood out in sharp relief. “It’s okay, Perry…” he told the young tiercel slightly breathlessly, who he sensed was holding back. “Don’t be afraid—you can’t hurt me, but it’s so sweet of you to worry! You can use your beak, and even your teeth if you like. In fact, I respond well to a little pinching, so I’d like you to!”

Peregrine needed little more encouragement than that, and immediately went to working on his Lord’s lionhood with gusto, running his beak up and down its surface to be rewarded by an immediate groan and puff of incense-like smoke from Spike. Experimenting, he found his Lord responded best to preening and nipping motions, finding that the tips of his beak worked best at the junctions of his ridges, while the edges of his beak worked best when run down his length.

“Oh yeah…” Spike hissed and vented more sweet smoke in his enjoyment, finding just enough muscle control to roll his head forward to stare down at the young tiercel pleasuring him, running his claws through his flared headfeathers affectionately.

“Love that beak and tongue…” he got out just before Perry decided that for as far as he had already gone, he could go even further, taking an entire shaft into his muzzle like he’d once seen a mare do in an adult pony magazine he’d delivered to a griffon client once. A magazine that he might have accidentally torn open and flipped through out of curiosity, he dimly recalled as he breathed hard through his nose.

He was suddenly grateful for his sky griffon stamina as he took half its length down his throat like he was swallowing a fish whole, throat muscles pulsing and gripping the length to draw it deeper by sheer reflex.

He was rewarded by a shuddering breath from Spike and his consorts, who could no longer restrain themselves. “Holy…” he wasn’t sure which of the three mares said it, as the voice was so tense and turned on as to be nearly unrecognizable, but he could hear the pace of their self-pleasuring immediately pick up.

Regardless of the voice’s owner, Spike responded immediately, groaning loudly and beginning to push down directly on the tiercel’s head to drive his drakehood even deeper down his throat, while his consorts audibly intensified their efforts even further. Delighted at their reactions, Peregrine looked up to see Timberbloom generating a phallus-shaped floral construct from the lounge armrest and sitting back on it while Cyber Belle did the same by turning her tail into a tendril.

He marveled briefly at the sight of her cybernetics glowing brighter as she inserted it into her circuited marehood, having it take the shape of the gryphon organ she was observing; she calculated that it had already grown nearly an inch longer since she’d first seen it upon his entry into the room.

She also noted from her infrared scanners that Spike’s inner heat was rapidly intensifying and his breathing was becoming more labored; his hips were starting to buck slightly and he was now bent over forward with both sets of talons on Peregrine’s head. He breathed warmth down the tiercel’s back; the heat finding the base of his already-aroused wings. Whether by simple heat or additional infusion of mating magic, they responded immediately with a fresh infusion of blood, their leading edges now arcing upwards to splay and stretch his large and sensitive feathers further.

“Wow…” Peregrine was dimly able to recognize Fireflight’s voice this time, who was hovering steadily closer. “Look at those! I ain’t never seen somepony so turned on! I hope he keeps his wings if that’s what we can do to him!” she said, leaving Peregrine fervently hoping he could as well for as incredibly engorged, to say nothing of so sensually good as they felt, even without a single touch against them!

“You said it…” Timberbloom admitted, her green-glowing eyes wide, now humping her wooden toy hard while they all pressed closer to watch. “Spike’s getting close, and reckon Ah’m getting close just by watching them!”

“Me too…” Even Cyber Belle’s voice sounded a little shaky, graphs on her eyes showing her mating energy was nearing critical. “Estimate twelve seconds to orgasmic overload.”

“Me three!” Fireflight pumped her organ with both hooves. “Wanna blow my load all over him bad!”

“Then don’t hold back…” Spike told them all through gritted teeth as his hips began to piston his twin organs hard, his left into the griffon maw and the right into his squeezing, stroking talons. “We said… we were… gonna do him… together!” he reminded them through grunts, struggling to hold on for just a little while longer, wanting his first time with his new griffon mate to last as long as possible—never mind how much he was enjoying it!

“Yer right…” Timberbloom granted, her canine teeth suddenly clenching as she moved even closer to him. “He’s gonna mark him, so we should too!”

Peregrine was only peripherally aware of their words, but was keenly aware of Spike’s increasingly frantic and forceful thrusts, leaving it all he could do to keep his head still even with the Dragon Lord’s talons trying to hold him down. His tongue and avian throat muscles massaged every inch of his Lord’s organ, attuned to him like he’d never been to any eagless partner before.

Why… did I waste my time with them? he suddenly wondered as he continued to eagerly suckle his new master, savoring every lick of its length. No female EVER turned me on like this! Except maybe for… his mind tried to lock on a fleeting and elusive moment of memory of a soft and curvy bipedal creature, like something out of a dream; his eyes flitted to Cyber Belle for just a moment even as he felt his Lord getting closer to release.

But whatever the memory was, it was quickly lost to him in the face of his Lord’s efforts and organs as he suddenly felt both phalluses swell with incipient release; he felt Spike take a final, shuddering breath as his paws locked hard on the back of his head, holding him fast.

He roared his pleasure as his hidden apples erupted, and released a flood of hot, thick fluid down the back of his throat; it was all Peregrine could do to hold on and attempt to swallow all of the sweet, hot dragon seed. In the end, to his great pride, he succeeded even as his Lord’s other drakehood marked him, spurting the other half of Spike’s copious spunk all over the tiercel’s feathered face and chest, a few streamers even arcing enough that they ended up in lines of thick, creamy fluid on his inner wings and upper back.

Stunned by Spike’s powerful climax and reeling from both the massive amount of magic it contained as well as the knowledge that he—a lowly male griffon courier—had given the Dragon Lord such incredible pleasure, Peregrine staggered from his sitting position and fell onto his back.

“Yeah! That’s the way!” An excited Fireflight shouted as she came explosively as well, coating the tiercel’s left wing and the entire length of his left side in hot and steaming Phoenix seed while Timberbloom howled as she likewise came hard, her green-glowing Timberwolf spunk coating his right side and wing while Cyber Belle aimed her own nanite-infused load at his lower body. Her well-aimed spurts unerringly found his thighs, apples, and lionhood, coating them entirely, dripping and flowing downward from there directly into his anal orifice.

Just as she had designed.

Covered from head to toe in massive amounts of seed, the exotic species and mating magics went to work on him, absorbing into him quickly right through his fur and feathers.

To their surprise, he did not transform—at least not in any major way. His male attributes began to visibly swell and his beak and talons started to slightly lengthen, but he did not lose his griffon form, laying panting on the ground as he tried to rub as much of their passions into him as he could with his forepaws, licking happily at his seed-coated beak and cheeks.

He was a mess and he didn’t care, covered with the love of his Lord and his Consorts.

For the first time in his life, he knew what it was to be desired.

For the first time in his life, he knew what it was to belong.

“Wow…” Timberbloom commented once her spurts had finally died off. “Reckon he got Spike off even harder than we did our first time!”

“Hay, he got us all off!” Fireflight said in some wonder, staring at the tiercel’s panting form, noting his larger and extremely erect organ, which looked to have gained two inches of length and nearly that in girth. “But all that and he didn’t transform?”

“Because he hasn’t come yet,” Cyber Belle noted, her digital eye gauges showing her internal temperature and energy output slowly falling off their peak, as well as a projected recharge time from her internal reactors of less than half a minute. “We have to get him off before he will.”

“That’s our Perry!” Spike said as he slowly regained his senses and the dragon ponies erupted in cheers. “You’re a keeper, Peregrine Pacil!”

“Keeper…” he murmured as he lay on his back with his paws curled against his wet chest like a sated lioness, still feeling the magic infusing him in the most wonderful afterglow he’d ever experienced. He felt so warm and loved—so exquisitely sensual and so deeply desired by the most mighty of males and his mistresses—that he found himself wishing he could keep that feeling for the rest of his life.

Wishing for the first time he could share that feeling with as many others as he could! “More…” he added quietly as his eyes fluttered again, his longer organ twitching as it lay rigid over his belly, elevated several inches off it and drooling as steady stream of his own seed onto him.

“More? Well, look at that… I think he liked it!” Fireflight noted in glee.

“Oh, ya think?” Timberbloom wore a lopsided grin as she began licking some of the seed off of him with her long tongue, to which he pawed weakly at her.

“Screwed silly,” Cyber Belle pronounced with her own smile, her sensors noting the massive release of endorphins within him as well as the fact his arousal hadn’t diminished at all for it, rapidly cataloging his increased dimensions. “And before anypony asks, yes, that is the technical term I am using!”

“Ha! But that’s the thing—we haven’t screwed him yet!” Fireflight pointed out. “I mean, he did all that stuff for us, but we didn’t return the favor? That’s not fair, fillies! I say we fix that!”

“Seconded!” Timberbloom raised a hoof. “After that performance, he deserves it and then some! So what do you say, Spike?”

“What do I say…?” a still-shaky Spike repeated as he pulled himself back to his dragon hooves, both Peregrine and the watching dragon ponies holding their breath while the duel between Shadowdash and the thestral eagless on the other side of the map room reached its decision with a very loud and shrill griffon shriek of pleasure, to an eruption of cheers. “After how good he made us all feel? I say the four of us now keep our promise to tuck and transform him all at once!”

The cheers and gouts of celebratory fire from the watching dragon ponies were loud and spectacular.

29: The Taking of Peregrine Pacil - Part 1/2

Chapter contains: M/MMMFFFF oral plus gay full-grown Spike-on-griffon action ranging from heavy petting to full-blown anal, with a side of imminent Flutterbat/Discord.

In the human world, the formerly pony Trixie felt increasingly troubled outside of the castle-like Canterlot High School, which she found as oddly familiar as it was incredibly disconcerting.

Riveting though the ‘videos’ were, depicting an alternate world of supernatural creatures and abilities unknown to both the human and pony realms, she found her thoughts drifting back to Equestria and Starlight, wondering if she would ever return home and get back into her proper body.

Wondering if she would ever see her best friend and lover again, or if she’d already been captured and ‘converted’, as the curse’s victims termed it, in which case the Starlight Glimmer she knew and loved was irretrievably lost.

She hoped and prayed that the map summoning Sunset Shimmer and the human Twilight meant that they could indeed somehow save Starlight and fix things back home. But she had no idea how that was even possible, steeling herself for the distinct possibility that this alien realm was now and would forever be her new home.

At least the humans were nice enough, as several checked on her repeatedly, including the human copies of many ponies she knew. There were plenty she didn’t know, however, leaving her wondering if they had any pony copies at all or if she just hadn’t met them.

Her own human counterpart had gone back to ignoring her as they awaited the signal to play their instruments, for which she was grateful, still having no idea how to interact with her.

She didn’t really understand what good playing music would do, to which the human Rarity had simply told her to “trust us, darling—you’d be surprised how magical our songs can be!” with a wink, clad in her odd maroon businessmare attire that left her wondering who or what their entire group were costumed as.

The canine Spike had come padding over to check on her as well, asking if she needed anything and then offering to dispatch his robot companion (!) to fetch it, later asking her about Equestria itself.

She could accept all that with some difficulty. Most disconcerting of all, however, were the three human ‘Principals’, who were doppelgangers for the pony Princesses but didn’t appear to have any particular powers other than simple managerial ones. But then how did the Sun and Moon even work in this world? And was that tall robed human King Sombra? Was he not evil here?

Still disoriented and feeling increasingly tired, part of Trixie wanted to sleep, but she didn’t dare, fearing that if she closed her eyes, she’d awaken to find she’d been dreaming and she was actually back in Equestria. That she was about to be captured and ‘converted’ by Queen Eclipse, vividly imagining the severe—and very sensual—revenge the self-proclaimed Queen would take for all of Trixie’s tweaks and teasing in the past.

To her surprise, she felt a brief sense of arousal from her human features, including a familiar feeling between her legs along with a curious tightness centered on her oversized and impractically positioned human mammaries. Despite the sudden surge of sensuality, she shuddered hard at that—I do NOT want her! I do NOT! she told herself repeatedly, hoping she was just experiencing some odd aftereffects of her exposure to the curse magic, even if it had never fully grabbed hold of her.

Or maybe I desire her because I desire her power… because it could truly MAKE me Great and Powerful! she guessed, finding the explanation acceptable while rubbing her human hooves together and flexing her fingers again. She didn’t know if she’d ever get used to them, but granted their utility was impressive—if she could ever figure out how to make them work individually.

It was still her most fervent hope, however, that she wouldn’t have to and could go home soon. She’d succeeded in crossing the portal to warn the human realm at wrenching cost, discovering a brand new power she hadn’t even known she possessed in the process. Though undeniably potent, she wasn’t sure how she’d done it or how to access it again, idly wondering if she could make it work like the snowflake ‘glyphs’ the Weiss character in the surprisingly compelling series did?

You know, she has a really nice look and my counterpart wears it well! Maybe I should get an outfit like that? I’d LOVE to get a sword like hers, too! she considered, wondering if she could enlist Rarity’s dressmaking and Pinkie Pie’s metalworking talents for the tasks back in Ponyville. But then she slumped as she remembered that Rarity and Pinkie Pie were now gone—consumed by the curse and likely forever turned into evil, lustful and far more powerful copies of their former selves who cared only about spreading the curse further.

She considered again how unlikely it was she’d ever be able to return, for how unbeatable a foe her new friends faced—an unleashed and uninhibited Twilight Sparkle that had effortlessly trounced Starlight and had already sworn to conquer the human realm as well. Worse, she’d made abundantly clear that she had both the power and the smarts to do it, something Starlight had refused to realize until it was too late.

Trixie shivered again at the reminder that she still wasn’t safe, even on the other side of the portal—that despite all she had already done, the human world might fall to Eclipse as well.

What will Trixie do then? Just how are Sunset Shimmer and this world’s Twilight Sparkle supposed to defeat… HER?

If Rarity was a mare of many cultures and tastes, Nightmarity was even more so.

Finding herself with a sudden passion for the fineries and power trappings of old, she transformed a quarter of the map room into a facsimile of a Steedgyptian Palace with a few additional touches, requesting and receiving from Annie Smith some Timberwolves to serve her—which they did all too eagerly, swearing allegiance by worshipping her exquisite new body with their tongues from head to hoof.

In return, she gave their wooden coats a dark cast like the Anubis God of old, though she left their pony coats and cutie marks intact, not wanting to subsume their old appearances or personalities fully.

Even as she reveled in her new powers and very much wanted to go further—and given that there were so many unusual acts andfantasies she wished to perform, she couldn’t help but wonder if it was not the curse but that some of The Nightmare’s sexual proclivities had rubbed off on her as well?—she did not. For at her core, she was still the spirit of generosity, and could not do so until she had seen to the Queen’s personal request.

She awaited until Flutterbat was alone until approaching. “Hello, darling. So why are you not participating in the festivities?” she asked her longtime friend honestly, to which an upside-down Flutterbat gave not an answer but a half-hearted hiss, flaring her wings in warning to show off not just their large size, but the painfully unindulged arousal she bore between her legs, hanging halfway down her belly.

Nightmarity was immediately concerned by that—her friend was clearly desperate for release but fighting it? Even when she had an equally aroused and unable-to-resist Discord ready beneath her, his cheeks flushed hard and twin drake-and-equine malehoods visibly throbbing, drooling a steady stream of clear fluid out of their tips?

The former dream demon queen’s gaze softened at that, all her own sensual needs briefly subsumed by the simple need to help her friend. “Oh, come now, darling, you know me!” Nightmarity told her, taking a chance by stepping forward. “I may still have her appearance, but I am no longer The Nightmare!

“I am your friend, and you know I do not wish to hurt you—or him! If it is Discord you worry about, Queen Eclipse means him no harm! She only wishes to use his power to further our conquests, but we cannot do that unless he is on our side fully! We can restore his powers later once we are assured of it, but even before then, it is only fitting that he is yours to convert! So why do you not do so?” she asked earnestly.

To her surprise, Flutterbat gave a horrified squeak! and violently shook her head, wrapping her wings around Discord protectively.

Nightmarity frowned, not immediately seeing a reason for her friend’s behavior—what aspect of the curse, she wondered idly, caused a former pony to not want to mate another?

She wasn’t sure if her longtime friend was incapable of speaking in that state, or just refused to, but either way, she wouldn’t get the answers without additional application of her new magical abilities, vowing that she would take revenge for The Nightmare’s second attempted possession of her by using all the powers and abilities she had acquired for good.

“Flutterbat? Do you trust me that I only want to help you?” she asked gently, to which she got a cautious nod. “Then please hold still…” she said as she placed a hoof on her friend’s cheeks and cast a spell, causing her to instantly fall asleep. She then engaged her new dream scrying powers to search her friend’s slightly muddled memories and thought processes, snapping her eyes open in surprise at what she found.

“My. You truly love him!” she realized as she disengaged and Flutterbat woke up, to which there was a sudden glimmering in her blood red eyes. “And so that’s it—I see now that you don’t want him transformed! You do want him for yourself, but only exactly as he is! As the draconequus he is now!” she further realized, but then her brow furrowed.

“But that, in turn, means you cannot rut him directly, for that would transform him and then he forever changes! So you would lose him even as you gain him! And thus, all you can do is try to keep him the way he is! All you can do is delay his evolution as long as possible and prevent anypony from converting him!” She sat back heavily on the crystal floor at the revelation as Flutterbat began to openly cry from where she hung upside down.

You understand! Nightmarity could read the anguished thought clearly enough, shining through her friend’s mingled desires and frustrated dilemma.

It was several seconds before the former fashionista could come up with a response. “But darling… even in his altered state, any physical change would be temporary, for he could restore himself with but a snap of his talons!” Nightmarity reminded her.

But not until we return his powers! And what if we NEVER do? What if the Queen strips him of his will? I don’t want an empty shell! I want my DISCORD! she exclaimed vehemently with her thoughts, but then broke down and began to cry, hiding her face behind her wing before finally accepting her friend’s embrace.

“Sssh….” Nightmarity hushed as she tried to comfort her friend’s tears. “It will be alright, darling. We will find a way to fix this, I promise!”

Oh, Rarity… I want to believe you! Flutterbat exclaimed mentally. I want him so badly but I can’t have him without changing him! I don’t WANT to change him! I want him as the sweet and wonderful chaos god he IS! But if I take him now, I DO change him! So what do I do? She screed softly in her despair as she voiced her seemingly unsolvable dilemma in her head.

“Let me think...” Nightmarity searched her mind for an answer, which now included all The Nightmare’s imparted gifts and memories. She’d been surprised and delighted to learn that—just as Eclipse herself had promised—all The Nightmare’s spells and powers had somehow been gifted to her following her brief possession, remaining in her memory even after The Nightmare herself was gone.

Spells and powers she planned to fully avail herself of—not in the mere pursuit of simple power and pleasure, but also to help her many friends.

It was then she recalled exactly what the Nightmare had been plotting to do with Discord, and smiled. “Listen to me, darling—you can have him as he is if that is what you wish! I know from her memories that The Nightmare planned to use her powers to shape his evolution; to mold his body and mind to her own desires while he was in the throes of his first orgasm—an orgasm you were to give him, I might add!” she said with a wink.

“So, if it is your desire? I can simply use that same power to ensure he does not change! He would still be a curse carrier, of course, and once his powers are restored, he could control his form exactly as he does now. But until then, I could make it so he would be completely unchanged mentally and physically... except he would answer to you! Which, if you think about it, would hardly be a change from how things are now!” she reminded her friend with a wry grin and wink.

“And you, in turn, would answer only to Queen Eclipse, who would be delighted to let you be not just his friend and lover, but also his master and mistress! Then you could have him whenever you want, and we could also free him fully to use his chaos powers as needed!”

Flutterbat’s glowing red eyes widened in barely restrained hope. You mean it? You would do this for me? For us BOTH? she asked as beside them, Discord listened helplessly to the former Rarity’s side of the conversation, his twin organs twitching almost painfully as she discussed his conquest and subjugation like he wasn’t even there.

“Of course, darling! I want you to be happy! I want everypony—and I suppose at this point, everygriffon—here to be happy with their new forms and lives!” she said with a glance at the sensual battle raging between Shadowdash and Night Owl, which was earning cheers and various lewd noises from the crowd.

She then looked in the other direction and gave a heavy sigh. “Even my sister, if it means she’s with Spike,” she grumbled lightly, then turned back to Discord and smiled.

“But enough of that. So what about you, my dear defrocked Chaos God?” Nightmarity looked down at him from the higher position her now-larger body granted, a smirk on her face as she observed his helplessly aroused form and began teasing him lightly with her aura. She drew a single magical tendril up one footlong-length equine stallionhood and then back down the other, draconic one, sending fresh shocks of pleasure through him and making his entire body quiver with imminent release.

But to his immense frustration, Nightmarity’s magic denied him that release again, leaving himself increasingly ready to surrender if it meant ending his torment! “Are you enjoying yourself this fine night?”

Still paralyzed, he could not reply except for a strong surge of mingled emotions she could sense, chief among them intense fear and excitement. Recognizing that she was at least in part the source of his distress—she knew well from her imparted memories what The Nightmare would do to him if he was this vulnerable—she then tipped his chin up to force his gaze to meet hers.

“Fear not, my dear and desirable Discord—I’m not The Nightmare. And please don’t think I’m mocking you, even if I find it strangely apt that you lay helpless before me in The Nightmare’s form.” She couldn’t resist a tease. “I just find it amusing, is all. And to think that The Nightmare had such deliciously deviantplans for you! Ones I almost find a shame not to fulfill,” she said in an ominous tone with a quick and reassuring wink up at Flutterbat, who listened closely but trusted her not to do so.

Discord broke out in a sweat even as his twin organs noticeably engorged further, gaining another half inch of length and full inch of girth each.

His thoroughly mixed reaction was not lost on her, and she offered him a reassuring smile. “Forgive me, darling, but I couldn’t resist. Perhaps it is simply her influence on me, but I see from The Nightmare’s memories that you had a certain... history with her. Indeed, she rather loathed you as you toyed with her quite frequently in ancient times, alternately helping and hindering her schemes depending on your mood or simply what day of the week it was,” she mused idly, then turned something approaching serious again.

“But to your credit, it would seem you never truly tried to help her, always thwarting her in the end. So tell me, then… is Flutterbat right to treat you so reverently? You now know how she feels about you. So what are your feelings toward her?” she asked as a stunned Discord felt his memories being rifled through again. His chaos magic blocked and his body paralyzed, he was unable to use his power to block hers, even somewhat clumsily wielded as it was.

“How interesting…” Nightmarity said softly as her eyes closed and her horn glowed weakly while Flutterbat listened hopefully. “So you do care for her greatly. In fact, you feel a great deal of affection for her. An attraction is there, if a markedly different one from your occasional but long standing trysts with Celestia herself,” she added with a wink, then probed deeper and grinned.

“To little surprise, you do gofor kinkiness, often to the exclusion of all else! And so does Celestia herself, I see—we could certainly make use of that knowledge once Queen Eclipse releases her!” She grinned and shared a wink with her upside-down friend, who grinned back. “But there is more—much more! it seems you do like the idea of being mentally or physically dominated, mostly because it so rarely occurs!” she mused.

She then picked him up bodily in her enhanced aura and began turning him over, rotating him slowly in the air to inspect him from all angles. She took some pains to lightly grope his mismatched flanks only because she sensed it was turning him on further no matter how hard he fought it, allowing herself to indulge her own dominant desires as well—desires that, she reflected, far preceded the curse and her accompanying transformation.

“For as many times as you toyed with us, it seems only fitting that you become our toy instead!” she suggested with a low growl, causing a shiver to pass through him and a sudden spurt of fluid out of his painfully erect organs, which throbbed visibly before her.

She then turned them to face Flutterbat, who could barely restrain herself from licking or grasping them with her wings. “Well, then… it would seem you’re in the greatest of luck, my dear Flutterbat—for it seems that he both likes you and the idea of how you might dominate him forevermore!

“So fear no longer to take him! By your own wishes, I will slightly mold him but otherwise prevent his transformation so that he retains his body and personality, but he will be left in thrall to your stare, answering only to you! Whatever turns you on will turn him on as well! Trust me when I say the mere idea of it arouses him more than anything else…” she all but cooed in his right ear, causing his open muzzle to dry as he took a slightly shuddering breath.

Flutterbat screed happily and clapped her bat-wings together repeatedly at the news. She shared a deep kiss of passion and gratitude with Nightmarity, giving her a mental promise of future pleasure before she hopped down from her perch to walk upright again, beginning to lay a line of kisses along a sorely aroused Discord’s face and chest.

Peregrine Pacil was barely cognizant of the words spoken around him as he lay on his back, covered with his Dragon Lord’s love.

All he knew at that moment was that he had been feted as few gryphons ever were, favored by a magnificent lord and master—as well as his many mistresses!—who held him in such undeserving sexual esteem.

He felt warm, and not just from the heat of his unsated passions or the dragon and phoenix fire that was already starting to build within him, but from the simple fact he felt loved! Treasured beyond measure as none of his kind had ever been! He even felt himself starting to change internally even if he knew not yet how, but did what little he could to encourage it, rubbing into his body as much of the mixed and magically charged seed as he could.

As he did so, he swore he could feel his entire body begin to grow and stretch, his physical and sensual dimensions growing noticeably even if they weren’t yet near the others. He dimly noted that the sensations the enhancements imparted were not at all unlike how it felt on his organ when it was freshly erect and tweaked for the first time, causing sudden eruptions of tingles from his newly-lengthened limbs and wings, his size and sensitivity growing in equal measure as his tail waved languidly above him.

He knew not how he could feel any better, but he also knew that he wasn’t done yet. That his conversion into a proper servant of the Dragon Lord and his three equally exquisite consorts had not yet occurred!

“But that’s the thing—we haven’t screwed him yet!” he just barely heard the half-Phoenix pegasus named Fireflight confirm. “I mean, he did all that stuff for us, but we didn’t return the favor? That’s not fair, fillies! I say we fix that!”

“Seconded!” Timberbloom raised a hoof. “After that performance, he deserves it and then some! So what do you say, Spike?”

“What do I say…?” an audibly-shaky Spike repeated as Peregrine held his breath again; he heard what sounded like some very sensual combat off to the side culminating in a shriek of eagless ecstasy, followed by an enormous eruption of cheers. “After how good he made us all feel? I say the four of us now keep our promise to tuck and transform him all at once!”

Peregrine smiled at the cheers that erupted behind him, consisting of both dragon roars and timberpony howls. “Yes…” he said weakly as he spread his legs wider again to show off his new girth. “Take me… ‘tuck’ me…” he used the pony vernacular for the first time.

That elicited a series of lustful growls, though only the ones in front of him held his attention or attraction at that moment. “Well, only ‘cause you asked so nicely, Perry!” Timberbloom teased. “So how we gonna do this, again?”

“Like this!” Cyber Bell responded with a fresh projection Peregrine couldn’t see through his closed eyes, raising a set of talons weakly to his head to lick the delicious dragon seed that had collected there. “I calculate that page 273 of the Pony Sutra would seem the most efficient method. It will also allow for the most streamlined infusion of all our magics by maximizing physical contact areas and fluid absorption.”

“Not bad! Okay, but we switch places later!” Fireflight declared; her avian erection rapidly surging to renewed attention. “So Spike gets his flank first, but then we all take our turn!”

“By that point, Ah reckon we’ll probably be able to take him at once! So how about it, Perry? Want all our shafts up your tail together?” she asked with a smirk.

Peregrine’s only answer was a moan and a visible shiver passing through him. He knew not how such a thing could even be done, but for all he’d already seen and experienced, anything seemed possible now, and to be able to please all of his new mates at once in such a manner brought him both great joy and eager anticipation.

“Guess he likes that idea!” Spike recognized as he began to idly stroke his leftmost erection again, reaching to the floor to grab his goblet of human spirits and take a long swig, breathing out the ignited alcohol vapors again and sighing happily. “Wow, that’s good stuff… hey, Notey?” he next called to Noteworthy, who was still standing nearby, raptly watching the scene along with his dragon-pony kindred.

“Yes, My Lord?” he stepped up and bowed his head and wings low, his dual half-dragon erections scraping the floor lightly. “How may I serve you?”

“I’d like you and the rest of the gang to do us a favor—clean Perry up, will you? Not that I mind all the spunk on him, but if he’s going to be joining us, let him be fully groomed! Let him look his best!”

Noteworthy’s reptilian eyes lit up. “As you wish, My Lord!” he licked his lips with his long tongue.

“Can we help too?” One of the Timberponies spoke up; as she’d been converted by a line of ponies stretching back to Timberbloom, she could still talk. “Seems a shame to waste all that sweet cream…” She likewise licked her lips with her canine tongue; it was only then Spike recognized her from her still-visible cutie mark as Vanilla Mocha, owner of the town’s other coffeehouse, an establishment whose signature brew rivaled Sugar Cube Corner’s.

“Sure you can! I’m not greedy—I want to share!” Spike told them. “If you want to help, go for it! Clean him, caress him, but don’t let him cum, okay? We want to do it ourselves!” he instructed to eager nods.

“Don’t worry, I got that covered,” Cyber Belle spoke up, fresh biometric displays flashing across her eyes. “I got my nanites in him, and some of them are sensor probes. Using them, I can monitor and head off any orgasm. But don’t fret, Perry—you’ll still feel plenty of pleasure!” she promised him with a wink he didn’t see. “So the rest of you, don’t hold back—don’t take him directly, but otherwise? Do whatever you like to him!”

“Th-thank you…” Peregrine scarcely had time to reply before he heard the approach of many hooves and paws accompanied by the soft flutter of membrane wings. His breath caught as he felt a series of warm exhalations wash over him, felt keenly against his moisture-sensitized surface. A seeming score of canine and dragon noses sniffed at him, drinking not just his scent but the spoor of the seeds that covered him. They soon shifted to his expanded erogenous zones, nuzzling his swollen apples and larger leonine sheath while others nosed beneath his tail or headed for his wings or head.

His breathing turned ragged as he anticipated their touch, causing him to shake and shiver again, his now-nine inch lionhood pulsing noticeably with each beat of his racing heart, anticipating their first tastes and touch.

He didn’t have long to wait. He couldn’t help but emit an embarrassingly shrill squeal as the first tongues darted free of their owner’s muzzles, causing his body to twitch and hips to buck, the first languid licks finding his leonine apples first and then quickly proceeding to cleaning the accumulated sweat and seed from beneath his tail. The narrow dragon tongues in particular were able to swiftly find their way inside him, worming several inches deep.

He shivered at that—he had never even heard of such an act before then and knew not what to call it, but he quickly realized he loved it! He had no idea that area could be so sensitive! He scarcely had time to register the thought before more tongues reached him.

Tongues on his chest feathers!

On his hindquarters!

On his flight muscles!

On his furred belly!

Even on his rigid and drooling shaft!

He moaned. He writhed. He wondered again what good deeds he’d done to ever deserve this visit to pure paradise, and how he could ever pay it back as he next discovered that the former pegasi members of Spike’s harem and the Timberpony contingent knew how to properly preen him, licking and nibbling his flight muzzles, and in the case of the dragons, occasionally breathing heat on them to send more blood into them, redoubling their sensitivity yet again.

Barely able to drink it all in and wondering how much longer he could last under such a deliciously sensual assault, he pawed weakly at the air with his foretalons and splayed hind claws as they continued, giving him all their appreciation and attention.

A few remarked that it was the first time they’d ever been with a gryphon or seen one so up close and intimate before, while another said that they greatly enjoyed his scent and sleek form. Feeling all but worshipped as every inch of his body was cleaned and explored in turn, he felt himself being driven to ever-higher levels of excitement and sheer ecstasy, reflecting that he never knew what that word truly meant before then!

Within half a minute he was fully cleaned, and yet, they didn’t relent, continuing to bathe and groom him. The rough-and-smooth surfaces of their respective tongues made him want to explode; to release his passion and surging seed into their waiting muzzles that painted his furred-and-feathered form with endless, sensuous licks.

But to his frustration, he did not climax, as he quickly found he could not; the pathway to it somehow blocked, forcing him to accept greater and greater levels of luscious pleasure without any prospect of relief. So many tongues cleaning him! Caressing him! Preparing him to be taken properly, for he knew in his heart the Dragon Lord was correct—how could he not be anything but at his most presentable for their coming union?

For what kind of a griffon would he be if he did not pay his master and mistresses proper respect?

A minute later, they had finished, stepping back from him. His fur and feathers were all but gleaming; even his tail tassel and been groomed so it came to a perfect point. “How’s that, My Lord?” Peregrine only distantly heard Noteworthy ask as his head was all but swimming in pure pleasure.

“Perfect!” Spike said in response, having closely and very appreciatively watched the scene, taking careful note of what Peregrine had liked the most. “Thanks, gang! You’ll get your chance with him later, if that’s what he wants, but now? It’s time for the Main Event!”

Nightmarity sat back and watched happily as Flutterbat began to go to work on Discord. The former took great satisfaction in knowing that her longtime friend was finally able to sate her long-frustrated desires, and that she had made it possible.

As she continued to observe them, Nightmarity herself resisted with all her considerable will the temptation to join in. “Business before pleasure, Nightmarity…” she reminded herself softly, mentally rehearsing what she would have to do in order to fulfill her promise to her friend, preparing several spells while she closely monitored the pair. “And friends above all!”

The action had started to pull some attention their way, with several Timberponies wandering over in the wake of the concluded duel, including an eager Timbermac and Timberjack, whom Nightmarity had already decided she would not alter in any way—she loved and respected them far too much for that! But she did transform the scene with a surge of magic, turning it into an extension of her Steedgyptian setting, putting the Chaos God on a torchlit dias while she simply lounged on her own beside it.

Flutterbat barely noticed, however, continuing to rain bites and kisses down his chest and belly until she finally reached the first of his twin organs, to which she gave a churring moan as she grasped his drakehood with her wing talons and wrapped her long tongue around it several times, using her unique means of giving oral pleasure to Discord’s great and evident enjoyment, in the form of his twitching twin shafts and fiercely flushed cheeks.

Nightmarity couldn’t help but chuckle at that. She asked the two Apple siblings to attend her with a quick mental instruction, the pair quickly growing her fruit and flowers as she rewarded their love and obedience with tendrils of aura wrapped around their canine organs, stroking and squeezing them slowly, causing their backs to arch and tongues to loll.

She did not, however, allow them to service her own rigid organ, and would not until her task was complete. Tempting as that is, I do NOT need distractions right now! And neither does she...

“Later, darlings. We must see to our dear friends first,” she informed them before turning her attention back to the bat-pony/draconequus pair. “Not too fast, my dear, for he’s already in grave danger of climaxing, both from the stimulation of the Pie Sisters and our earlier conversation!” she warned with a chuckle as Timberjack quickly grew some fresh fruit and speedily distilled it into a sweet wine, as Timbermac grew a wooden goblet to pour it in.

“I’m afraid you are both quite keyed up and ready for release—not that I blame you! Such desperate desires! Such unrequited love! Oh, you make a hopeless romantic like me proud!” She raised a hoof to her head as she indulged her own stallionhood with a single magical stroke.

Flutterbat relented at least slightly. With flushed cheeks, she then turned back to her friend, squeaking a question to her.

“What does he want you to do? Hmmm…” Nightmarity closed her eyes and concentrated again, then smiled at the first image she saw from his mating-fevered mind; a fantasy which he tried but failed to keep from her.

“Well, Discord—I see you would give the phrase ‘tuck your brains out’ a whole new meaning! She laughed out loud as Timbermac and Timberjack smirked, glancing at each other as they presented Rarity with her drink and a bow. She accepted their offering with an approving nod of her head and an affectionately scratching tendril to their chins, sipping it and sighing happily—it was the perfect balance of fruit and fermentation!

“So you would love to have your mind blown by being rutted through your ears, my dear dragonequus? I do believe enabling such a thing is within my considerable power with some malleability and other spells!” She teased him with a phallus-like tendril which she sank fractionally in an ear, to a shuddering gasp before she withdrew it.

“But no. I have a better thought,” she said with another sip of wine, exchanging a quick kiss with Timberjack, who closed her eyes and smiled as her brother reached behind her to begin lapping at her nethers eagerly with his darting tongue; his larger organ leaving a trail of glowing green drool on the floor.

Nightmarity observed the act appreciatively for just a moment before turning her attention back to Discord, who mentally pled with her to help Fluttershy end his sensual torment before he went mad. He promised her power and riches and even exotic Chineighse silks for her fashion shop if she would just let Fluttershy fulfill his forlorn fantasy and let… him... come!

“Begging? From you? My, how the tables have turned!” Rarity laughed out loud. “I do believe The Nightmare would be both disgusted and delighted with you while she took full advantage of this opportunity!

“But fortunately for you, I am a far more generous goddess than she, for I serve the interests of my friends instead of myself! Fluttershy wishes your first time to be special, and so it shall be!” she announced grandly to her gathering audience, which included a bevy of Timberwolves and recently returned sirens seeing what had become of their former mistress, humming softly to themselves.

She gave them a nod of acknowledgement and a mental apology for her previous actions under The Nightmare’s thrall. “Let it be known, Discord, that I have seen enough of your thoughts and chaos kinks to guess what would turn you on. That I have enough power to make it happen. And more than enough imagination to surprise you with it!” she promised, then turned to Fluttershy with an eager gleam, licking her lips at the idea she had come up with.

“So tell me, my dear former Fluttershy… how would you like to be a father and your ‘sweet and wonderful Chaos God’ to be the mother of your bats?” she asked her surprised friend with a wink and a grin as Discord’s eyes darted to her in shock.

“Thanks, gang! You’ll get your chance with him later, if that’s what he wants, but now? It’s time for the Main Event!” Spike said in an air like he was emceeing one of DJ-PON3’s raves, who had been playing some battle ballads for the now-decided contest between Shadowdash and Night Owl.

The former, Spike noted briefly, had left with her weather-team-turned elite guard to be with Queen Eclipse, while the latter, after being attended to, noticed another gryphon and made her way over to observe. She walked over somewhat awkwardly, still badly flushed and unsteady, her sensually-stiffened wings useless for flight and leaning on her thestralcorn stallion mate heavily.

Spike recognized her from his forays to the Ponyville Post Office. “Oh, hey, Owlia! See you got caught up in all the Nightmare Night fun too! Nice new look! You’re just in time to see us take Perry, here!” Spike called to her.

“Back at you, Spike. And… Peregrine Pacil?” She recognized him in surprise with the rest of her post office coworkers, a shadow of desire for him crossing her face as his glazed eyes locked with hers briefly, his cheeks still badly flushed and arousal all but unbearable.

“Owlia Accipter…?” he dimly recognized her voice, having not recognized her altered appearance before. “You’re a… bat-gryphon?”

“Sure am! But my name is Night Owl now!” She grinned, looking him over lasciviously, only for her expression to suddenly drop. “Wait—you were coming into Ponyville tonight to deliver a package! Did you—”

“Received, signed for and delivered,” Cyber Belle told her with a smirk. “All dealt with by Derpy. Or excuse me, Digi-Derpy.”

“Huh. Figures she’d be the only one to remember her duties!” Certified Male, manager of the Ponyville Post Office mock-groused, then nodded towards Pacil. “But he was due in at five! Was he on time?”

“He did! Gather he flew into town right at 5am,” Spike confirmed with a glance at Noteworthy, who nodded, still licking his lips and cheeks clean of the delicious seed he’d cleaned off Peregrine, remembering with equal delight the taste of it and the musk of his increasingly large and laden griffon apples.

“Well, then—I guess I’ll give him a good performance review! But only if you’re satisfied with him, Spike!” he gave a mock warning.

“Oh, believe me, we already are, C-M! And since his courier duties are done, he’s off work and about to join my harem!”

“Really? Lucky…” Night Owl granted, admiring Peregrine’s enhanced if not yet evolved form, her eyes slowly tracing the outline of his male organ and noting the size of his orbs, easily already double the griffon norm. She was able to smell with her enhanced senses how excited and eager he was—and even without a mating round, never mind his rigid wings and lengthened organ! “He’s a good griffon, so treat him right, Spike! Can’t wait to see what he becomes…”

“Neither can we! So let’s do this, Perry!” Spike patted his lap to invite the tiercel forward again. “You’ve waited long enough! So come up and come on over! Hey, these drakehoods of mine won’t tuck themselves!” he repeated the line he’d used hours earlier on Carrot Cake, whom he had granted leave to go back to Sugar Cube Corner with Cup Cake and Cyber Lee to tend their foals, and to rekindle what Cyber Belle had already gathered from her former schoolteacher’s transmitted memories was an old relationship between them.

Though still weak-kneed and unbearably aroused, feeling like he should have come five times already, Peregrine pulled himself up and attempted to obey. With the cheers of the many onlookers urging him forward, he slowly raised himself to all fours, glancing at himself in a mirror to see that his fur was well-groomed and that all his feathers were in place and perfectly preened. Satisfied, he turned back towards his waiting Lord.

I am not worthy… he thought yet again as he prepared to let the Dragon Lord claim him, but a lowly griffon courier. Despite their shakiness and continued tingling, every nerve in his over-pleasured body feeling like they needed to climax individually, his urges compelled him forward, step by step.

As he got closer, he realized he had no idea what the proper mating pose for such an unlikely act was, aside from some furtive looks he might have taken at an underground interspecies relationship magazine, one showing a progression of pictures that ended with a pony lionhood buried deep within griffon hindquarters.

Male griffon hindquarters, almost to the medial ring!

But seventeen years old at the time instead of the twenty-three he now was, he had slammed the magazine shut when he realized he was staring at it, and getting very aroused. He’d tried to suppress the memory as much as possible, writing it off to not having a mating round in months. But he did remember the pose the griffon had taken, so as he got closer to Spike, his eyes fixed on his twin drakehoods he had so enjoyed the feel and taste of, he bowed low before his Dragon Lord like the royalty he was…

And then he turned around and crouched on his forequarters while raising his tail high behind him, displaying his anal orifice to his new lord in offering.

He was rewarded by a sharp intake of breath and low rumble. “Now that is a tempting sight…” Spike growled lustfully, only barely able to restrain himself from lunging forward right then and there.

“You said it…” Timberbloom agreed with a canine growl. “Look at that nice virgin griffon tail, just begging to be taken!”

“Love it! But Spike gets it first!” Fireflight reminded all present from her hover.

“Right. Keep to the plan,” Cyber Belle likewise reminded them as she continued to monitor his vitals from within him, occasionally tweaking a nerve impulse here and there to raise his arousal and pleasure level further. “He’s all yours, Spike!”

“Don’t mind if I do, Perry!” Spike said huskily as he reached out to put his hands on Peregrine’s hips, tasting his curves and squeezing his flanks to get a sense of the sinew beneath. The young tiercel’s only reaction was to take a shuddering breath of his own and splay his wings out further, announcing his enjoyment of his Lord’s actions for all to see.

“Wow, neat…” The young drake next leaned in to sniff at the area, breathing warm smoke over it which quickly soaked the tiercel’s body with additional heat and conversion magic. “Love your scent…” he told him as he continued to take deep inhalations, wrapping his tongue around one swollen apple, then the other, lifting its weight in turn, noting how full and ready to explode they were.

“And your taste…” he next licked directly beneath his tail at the fully cleaned area, causing a sudden squawk of pleasure and Peregrine’s legs to nearly buckle; it was all Cyber Belle could do to keep him—and herself!—from coming right then and there as Spike buried his tongue within him as far as it would go.

“Whoa. He likes that!” Timberbloom was delighted but amazed, echoing the general reaction of the crowd.

“Me too! I like that he likes it!” Fireflight realized. “But the thing is, I don’t even know what to call it!”

“Humans call it ‘rimming’,” Cyber Belle announced with a satisfied smile in a slightly unsteady voice, sparing some cycles to record the scene for later private playback, to be able to enjoy it more thoroughly when she wasn’t tasked with keeping him from climaxing. And increasingly, herself! “Works for me. And for Spike, by the looks of it!”

Spike didn’t reply as he continued to pleasure his soon-to-be harem griffon, wondering if he’d just found a new favorite to go with the CMC and the Cakes. He continued to ‘rim’ the squeaking, squawking, gasping young tiercel, holding him up as he could no longer do so himself, stiff yet slumping forward even as he tried hard to push back against his Lord’s paws and tongue.

Spike then reached around to grope his new male griffon lover with his talons, feeling his exotic apples, sheath and large leonine malehood in turn, noting how it pulsed and throbbed in his grasp before Peregrine began helplessly thrusting into it, his organ like a leaky faucet as it drooled a slowly expanding puddle on the floor.

Encouraged by the cheers around them, Spike availed himself of the fluid by gathering some up and then rubbing it along the length of the tiercel’s organ to slicken him with his own juices, intensifying his new mate’s pleasure further even as his dragon organs throbbed hard in his lap, begging to be buried within the tail he was so eagerly tasting.

“Spike…” Alert messages flashed across Cyber Belle’s eyes, finding herself getting some sensual feedback from his tapped nerves that caused her own arousal to spike dangerously high; her cybernetic stallionhood involuntarily reconfiguring itself into a griffon organ, quickly becoming a duplicate of Peregrine’s. “Much more of that, and I won’t be able to hold him off! Or me!” she warned, sensing her excitement levels and semen reserves were nearing overcharge.

“Right…” Spike reluctantly let him and his exotic griffon organ go, reminding himself that there’d be plenty of time and other opportunities to enjoy his newest harem member in other ways if he wished. “Okay, then… upsy-daisy!” He reached down and bodily picked a softly panting Peregrine up with surprising ease, positioning his half-eagle, half leonine form above his lap. “He’s primed and ready! So I tell ya what, Perry—I’ll do for you what I did for my other harem mates! I’ll tuck you with one ‘cock’, and then the other!”

“N-no!” Peregrine shook his head hard, surprising himself not just for his vehemence but for what he prayed wouldn’t be taken as backtalk. “Please, my Lord… give… me… both!”

“Both?” Spike repeated dumbly, his twin organs twitching hard in his lap at the idea. “Nopony’s taken both at once yet!”

“Then let me be the first!” The young tiercel curled up his legs and reached back to spread his own ‘flanks’ as wide as he could with his foretalons, trying to stretch the already-loosened opening beneath his tail to prepare it for entry. He eagerly anticipated his Lord’s twin drakehoods prying him apart and claiming him from the inside, flooding him with both his power and his pure dragon essence! “Let… me… be special!”

“Dude, you’re already special just for being our first griffon!” Fireflight pointed out, her tone incredulous but her expression one of giddy delight.

“And we’re all gonna take you here in a minute! Are ya saying that ain’t special?” Timberbloom asked even as she sat bolt upright at the pose Peregrine was in. His desperate desire to be taken by Spike even eclipsed their own; the scene doubly arousing to her for his total surrender to being turned into a tiercel tucker—or should that be a tucked tiercel? she wondered to herself with a lick of her muzzle and chuckle, ready and eager to do her part.

“Perry… are you sure?” Spike had to be certain, resisting with all his might the desire to avail himself of the offer immediately. “You’re not transformed yet! I don’t want to hurt you!”

“But I want to please you!” he all but begged in a keening voice, flaring his wings and headfeathers in enticement again. “Let my tail… be your treasure trove!” He inserted one talon, and then another, and finally a third! into himself, showing how much he could already take.

Spike nearly came from the display. “I-if you’re sure…” he said shakily.

“He can do it,” an equally breathless Cyber Belle promised, noting his vitals and arousal level had backed off slightly only to surge again. The feedback threatened to overtake her programming once more as she had to quash a series of rogue subroutines that tried to reshape her anatomy; including making her back sprout a facsimile of griffon wings.

“My nanites’ll make sure of that. I got him, Spike…” she promised as she picked him up with her aura, praying that her strengthened firewalls—she’d reinforced them after The Nightmare’s takeover—could hold off the compelling but corruptive energies for just a few minutes more. “Now do him! Take him!” she implored in an anything but dispassionate tone.

“This is it, then…” Spike squeezed both his organs together, noting not for the first time that doing so molded each to the other, turning them into but one half of a greater whole. He then positioned them right at the entrance of Peregrine’s already-eager and loosened orifice, as the large crowd of onlookers of all conversions watched in surprising silence, completely spellbound by the display.

“In… we… go!” Spike announced as Cyber Belle took her cue and lowered the ready-to-be-tucked tiercel onto Spike’s waiting pair, his opening rapidly stretching to accommodate his Lord’s impressive double-girth.

“By the Ancient Dragon Lords / By my Ancestors!” Spike and Peregrine exclaimed at once, one with a cub-like squeal and the other with a dragon hiss and fresh eruption of smoke from his nostrils as he began to sink deeper. Spike clutched the young tiercel to him as his ridged but tapered tips began parting the surprisingly yielding sphincter further as they pushed deeper, his dragon talons flexing against his new griffon lover’s furred and feathered form.

But Cyber Belle’s nanites instantly repaired their minor pricks and turned any pain he might have felt to sheer pleasure as Spike began to feel him up in earnest from behind, running his paws all over his chest feathers and belly, soon fondling his wings and flight muscles directly.

“I love your body, Perry…” Spike said with true fervor as Peregrine could only moan and paw weakly at the air, his eyes tightly shut as he savored every grope and inch of girth of his Lord’s organs pushing ever-deeper within him, Their combined size growing as they got deeper, reaching eight, then ten, then twelve inches of girth!

“Holy… he’s actually taking it!” a writhing, reeling Peregrine wasn’t sure who said that as Spike had sank nearly his first eight inches of length into him and was still going deeper; to the tiercel’s mild disappointment, his Lord’s girth no longer grew but his ridges got sharper towards the base, scraping and stimulating him from the inside further, leaving him wondering how much more pure pleasure he could take!

Even after all he had experienced, he was shocked to feel a very strong but surprisingly sensual pressure at one particular point inside of him not far from the entrance; each rub of a ridge or simple but keenly felt throb of his Lord’s combined shafts causing a surge of blood and spurt of seed out of his own erect and still-expanding organ, which felt like it had gained another inch of length just in the past minute!

But he had barely time to consider it before his new Dragon Lord groped his lionhood again and collected the freshly released fluid from its tip, then fed it to him with a single taloned finger prying open his beak, letting him taste his own seed.

He suckled the taste of his own taking and submission eagerly as the larger drake began to tuck him in earnest, his hips thrusting repeatedly beneath him. Peregrine clutched his master’s pleasuring paws to him, urging him to fondle and feel him to their heart’s content. Spike immediately availed himself of the offer, exploring every inch of his new tiercel harem mate’s body anew.

“That’s our Perry!” Timberbloom called, silently urging Spike in the rest of the way and waiting her turn.

“And that’s our Spike!” Fireflight added, resisting the urge to join in. “Isn’t it our turn yet?”

“Yes. Time for phase two…” a badly distracted Cyber Belle decided, less because she judged it the optimal time than the fact that she knew she couldn’t maintain her focus or firewalls much longer; Peregrine’s pure pleasure and passion threatening to overwhelm her despite all her backup logic capacity. She’d also picked up a surprising and badly suppressed fantasy from him, reading his deepest desires from some of her probes attached to his neurons.

“Might be able to use that later. Until then, here we go…” She directed her nanites to a new purpose, and they responded instantly to all the power and dragon-soaked conversion magic they were being fed as a second organ swiftly took shape beside his first, growing quickly, while his first organ’s expansion slowed as it surpassed eleven inches long.

His eyes opened briefly to watch in amazement as his second organ grew and new sensations flooded him; even while it was smaller, it felt just as good to him and perhaps even more so because its nerve endings were fresh and he was unused to the additional sensual input.

But it quickly reached the dimensions of its older brother, visibly growing and swelling with each fresh pulse of his pounding heart surging even more blood into it, continually stretching and stimulating the rapidly swelling flesh. He found himself trying to encourage it, shifting from side to side, wriggling and writhing as much for that as to feel and work deeper more of his Lord’s magnificent dragon meat, whose heat he could feel was warming him from within!

Cyber Belle waited until his two half-avian, half-lion phalluses were of equal length before she relented her efforts and nodded in satisfaction.

“That’s it, then,” she announced, licking her lips lightly as she withdrew her probes. “He’s ready for all of us! Now, Spike!” she told him, and pausing his efforts briefly, Spike leaned back on the lounge and pulled Peregrine with him, taking pains to face their audience and spread their legs as he did so, showing just how far he was sunk within the young griffon and how much he’d actually taken.

The crowd ooohed at that and several took involuntary steps forward towards the scene, only to be restrained by the dragon ponies present, who reminded them firmly that Peregrine Pacil belonged to Dragon Lord Spike and his CMC consorts alone.

“What a view…” a male voice called from the audience, belonging to a pegasus cyberpony who generated a pair of zoom lenses over his eyes, eagerly recording the scene.

“What a prize!” a Timberpony mare rejoined. “I want my own griffon now!”

“Me too!” came a chorus of voices from all but the dragon ponies, who fully agreed with the sentiment and smiled but said nothing, knowing that by their Lord’s benevolence, Peregrine Pacil would be shared with all of them shortly.

And that they would be unleashed upon the Griffon Kingdom to convert and collect all griffons in due course.

Peregrine himself wasn’t sure what was happening or why the sudden shift of posture, but he didn’t mind at all as he was displayed to their audience, showing off his submission and subjugation to his new Dragon Lord, whose ability to turn him on beyond all reason or measure even without a mating round was as unlikely as it was irresistible!

He reveled in his taking and the audience observing it.

He wanted all to see that he was worthy of such a mighty male and his harem!

He wanted all to know that he was desired above all else by not just dragons, but the greatest of all drakes!

He wanted them all to see that he was able to do for him what no other being yet had!

Then maybe… I truly AM worthy? he barely dared hope even as the dragon lord pulled him on top of him, taking him from behind as he lay on the lounge beneath them both. His now-twin lionhoods stood proudly into the air at a slight angle from each other, untouched as the Dragon Lord continued to molest the rest of him; the two thirteen-inch phalluses now matting his stomach fur with fluid and their tips nearly reaching up to the start of his chest feathers.

Each pulse of his racing heart released a fresh glob of his seed from his twin tips into his fur, which was ruffled in many places after the repeated passage of his Lord’s talons, which continued to feel him up so deliciously from head to wing.

“Our turn!” Cyber Belle’s voice called as she self-levitated herself over, sitting to the tiercel’s immediate left while Timberbloom took a mirror position on the right while Fireflight positioned herself over his head. “And to borrow a human saying, we’re gonna ‘rock your world’, Peregrine Pacil...”

Author's Note

It's been a long time coming, folks--pun intended--and it's not over yet. The reason I ended the scene here was twofold: 1) I hadn't fully decided what the final part of this would be, and 2) whatever it was, it would be anticlimactic after all this to continue. This is the proper stopping point, so Peregrine Pacil's final fate and form will be shown in the next chapter.

You'll also be getting the Discord/Flutterbat scene in due course with plans to bring Nightmarity in as well, and of course, we have to step back to tell the story of the battle between Night Owl and Shadowdash, and to the winner goes the spoils as Shadowdash and her team get to be with Queen Eclipse.

And thus does Nightmare Night resume after a three-month absence. I'll be concentrating on this for a bit, because quite frankly, I think we could all use the distractions right now. Enjoy, and thanks goes to AJ_Aficionado for reviewing this in full. Appreciated, friend!

30: The Taking of Peregrine Pacil - Part 2/2

Spoilers: Chapter contains interspecies MMFFF between a male dragon and griffon as well as three formerly filly futa mares. Also contains some Pie sister incest and a suitably lethal Pinkamena finally cornering and potentially killing The Nightmare herself.—Firesight

“Is something wrong, Twi?” Sunset noticed her friend’s consternation. “You look worried. Don’t be. We’ve got this,” she promised with a reassuring grin.

“It’s not that.” The human Twilight Sparkle shook her head. “I’m not sure, but…” she told them her fears, causing Sunset to blink and Delta to frown.

“I see…” the latter stated, eyeing Twilight’s pendant warily for a moment; noting it seemed to bend and warp the magic around it. “So you believe your evil half will emerge at just the wrong moment and undo our efforts for her own gain, even despite your precautions?” she recited with a glance at Sunset, who she quickly noted seemed equally troubled.

“Yes,” Twilight confirmed with a swallow. “And, well, I was hoping you could help me. I know this isn’t the time, and I don’t really understand your particular form of magic yet, Lady Requiem but…” She took a deep breath before continuing, standing up straighter before the older mare, whom she had already gathered had both high station and the power to match it. “I was hoping you could use your powers to help me purge Midnight?”

“Purge her?” Delta Requiem repeated as Sunset’s frown deepened.

“Yes. Please.” Twilight let the other mare see her fear. “She’s a constant presence I have to check. She’s all my worst impulses rolled up into one evil entity, and I’m terrified she’ll someday take me over and hurt all my friends!”

“Twilight…” Sunset gave her a disapproving shake of her head. “No matter how much you may fear her, she’s a part of you! And for all the times she’s been free, she’s never actually hurt anyone! Not the Shadowbolts. Not Gloriosa. Not even Chrysalis, from what you said.” She reminded her friend, wincing mildly at the latter, knowing that she was probably the most deserving of it for the lengths she’d gone to in invading the human realm.

“Maybe not physically, but—”

“No buts, Twilight. Defeated? Yes. Humiliated? Occasionally, but always with good reason. Punished sensually by turning them on and then turning their own desires against them? I’ll admit she’s a little too good at that, and much too willing to resort to it,” Sunset admitted with a hoof to the back of her head. “Look, I’m not denying she’s power-hungry and potentially dangerous because of it, but—”

“Power hungry?” Twilight repeated in disbelief as her hoof hurriedly went to her amulet, checking it was still in place for the hundredth time that night. “Sunset, she’s completely mad! She thinks she’s a goddess and wants to rule as one! She’d turn the two worlds into her own private playpen and everyone who lives in them to mere toys for her pleasure! Or have you forgotten she sundered the walls between our two worlds and didn’t care what damage she did to the very fabric of all reality?”

“I haven’t forgotten. But I also know that she acts out because you don’t, Twilight,” Sunset told her gently in a conclusion she’d reached long before. “Because you’re afraid to let go or see to your own needs. She did what she did because the magic overwhelmed her—in the end, she was like an impoverished girl who suddenly had more wealth than she knew what to do with, and lost all inhibition for it. That girl was you, Twilight. Ultimately she’s just a product of your deepest and most unmet desires. She even admitted it herself a couple hours ago when Zesty made her emerge.”

“Enough. We don’t have time for this, so if you’ll excuse me…” Delta Requiem sang so softly under her breath that neither Sunset nor Twilight could hear the lyrics, but they felt a weak wave of magic wash over them for the better part of a minute. Twilight could feel the other mare’s presence poking gently at her mind from several different points but carefully not invading it, which she knew would immediately provoke Midnight.

She wasn’t sure what was happening, but whatever the robed pegasus mare was doing, she eventually opened her eyes and shook her head.

“I’m sorry, Twilight Sparkle, but I believe Sunset Shimmer is correct. A dark presence though this Midnight is, she is indeed a part of you, and I cannot wrest her from you without ripping your very soul asunder,” she explained as Twilight’s lips began to quiver. “I feel the solution to your quandary is not to suppress her… but to accept her. I am a counselor among my many other roles, so if you wish, I canassist you with that at a later time.”

Twilight Sparkle shook her head violently. “Please, Lady Requiem… you don’t know what she’s capable of! You don’t know what it’s like living with this… this thing inside me that might take me over at any time!”

“Don’t I?” Delta looked away for a moment in some pain. “Take it from me that we all have light and dark within us, Twilight Sparkle. Harmony is ultimately found in the balance of both. But if it is her intentions you are worried about… we can find out. Using my power, we can bring her forth and speak to her right now.”

“Right… now?” A wide-eyed Twilight took several steps back and stumbled hard, not used to walking backwards on all fours. “No! No! We can’t let her loose! Not now! Not here!” Her hoof went to her amulet again.

“Delta, I’m not sure that’s such a good—” Sunset started to protest, worried that the last thing they wanted to do was introduce Midnight to such a sex-charged atmosphere. Then again, it worked out fine before…?

“If this ‘Midnight’ is going to interfere with our plans, better to know now than later,” Lady Requiem replied in a level tone. “If I need to counter her or help Twilight assimilate her in the future, then I’ll need to know precisely the pony I’m dealing with and what her capabilities are. Don’t worry—with her pendant and my power, I believe we can contain her if the need arises.”

Sunset looked down for a moment and closed her eyes, considering her former guardian’s words. As much as she hated conceding anything to Delta Requiem as a filly, she’d finally learned that nothing she did or said was ever impulsive or ill-considered—completely unlike ME back then!

“Twilight? Let her do it,” Sunset directed. “I think she’s right. And don’t worry—between your siphon amulet and Delta’s spellsinging, we’ll be able to contain her and restore you after. I promise.” She laid a reassuring hoof on Twilight’s back.

Twilight swallowed hard, considering briefly teleporting away only to worry that she’d be lighting a beacon for corrupted ponies—or worse, her corrupted pony counterpart—by doing so. “Fine,” she said in defeat as for the first time in her visit, she felt Midnight’s presence perk up within her, in both interest and anticipation. “But don’t say I didn’t warn you.”

“Noted. Now do not fight me, Twilight Sparkle—or her,” she directed before closing her eyes and taking a breath, centering herself to use her replenished powers.

“Spirit of song, set Midnight free; bring her forth to speak to me!”

Twilight reeled and cried out, falling to the ground. Sunset tried to steady her with her aura only for it to be turned aside. “Don’t interfere,” Delta warned her as Twilight suddenly smiled. When she rose again, she had acquired her trademark glowing magical spectacles. She opened her eyes to reveal they had turned to feline slits, though she otherwise looked normal and nothing like the full alicorn form she’d acquired during her initial appearance so many months earlier at the Friendship Games.

Ignoring Sunset except for a momentary and very appreciative leer, she turned to Delta and looked her over from head to toe, giving her a smirk and a nod.

“How do you do, Lady Delta Requiem, bard of the Royal Court? I’m Midnight Sparkle. So tell me, just how may I be of service to you this fine and wonderfully sensual Halloween night…?”

In the ethereal plane that comprised the dreamscape and its related realms, The Nightmare continued to flee for her life.

She’d gone from being certain of triumph—from believing she’d finally be able to deliver all Equestria to her father on a platter—to now wondering if she would survive the night. She was on her own, and her rescue would not be coming—her Dream Demon Army that she had called to her aid had run headlong into Luna’s Dream Guard and were now engaged with them, unable to assist her.

That also meant the Dream Guard itself was occupied and could not come after her, but that was of little comfort just then. For impossibly, her current quartet of pursuers were even worse than the Dream Guard, a threat to her rivaling Luna herself!

“So what’s the matter, Nightie?” Limestone Pie taunted her as she fled from dream to dream, realm to realm, the four Pie sisters dogging her the whole way, occasionally inflicting another injury to her ethereal form with their simple tools and weapons. “Not so high and mighty now, huh? You can’t get away from us! Doesn’t matter where you go, because we’ll follow!” she promised as she flung her hammer yet again, willing it to follow a curving course that homed on her quarry’s head.

The Nightmare was only barely able to dodge and escape to yet another dream, but the Pie sisters immediately resumed their pursuit. Even without any training in dreamwalking, they were not only much more dogged than the Dream Guard, and somehow even more effective and focused than them!

But… but… how is this even POSSIBLE? The ancient entity protested again with her thoughts, as she struggled not to let her strained focus slip, wondering how four simple earth ponies who’d been born and raised on a rock farm could be turned into her greatest bane. They weren’t dreamwalking in the sense she knew—for if they were, she would have been able to use her powers to stop or block them—but rather, appearing and disappearing into transient portals they somehow generated themselves. She knew not the method they used to flit between dreams and dimensions, but it was like no magic she’d ever known or could counter.

And worse, her dream powers were completely useless against them as they either ignored or laughed off her Nightmare visions; the fears that might have paralyzed them before the curse had taken hold of them had been completely purged.

“Oh, come on, Nightie! If you think I’m gonna be scared by feeding me visions of some bucking zombie apocalypse, then you’ve got another thing coming!” Limestone Pie laughed at The Nightmare’s latest attempt to overcome her as she hurled her hammer again, and this time her aim was true—it impacted the weakened Dream Demon Queen dead center of her form, causing her to reel and yet more of her mass and power to dissipate. “That’d mean I could kill and destroy everything! I’d love it!” she said as she recovered her hammer and resumed her advance.

“Me too. I loved zombie games back home!” Pinkamena likewise just sneered at visions of her friends laughing at her, while Marble simply shook off images of destruction by replacing them with idyllic scenes, showing her will was impossibly the equal or better of The Nightmare.

What frightened Twilight Sparkle will NOT frighten me, demon! the ancient entity remembered Eclipse’s mocking words as she tried to draw on her previous form’s fears during their earlier duel, but it seemed that rule applied to these four as well!

Then what do I do? she wondered frantically as she evaded another attack from Limestone’s hammer, whom she’d quickly realized was the most aggressive and eager of the four; her attacks announced with a screech of human ‘metal’ music she’d quickly come to dread.

In contrast to Limestone, Maud was completely and infuriatingly impassive as she continued her pursuit, constantly sizing her up for a statue and openly musing what stone she’d like her rendered in, while Marble simply kept her contained, blocking her escape routes where possible and doing nothing more than deflecting the occasional attack on her and her sisters—a shield to Limestone’s sword.

But the Pie sister The Nightmare was most afraid of was Pinkamena, who stalked her silently and attacked out of the ethereal shadows unannounced like the perfect predator. She used Limestone’s strikes and Maud’s musings as a distraction for her own sudden slashes, which had already wounded The Nightmare several times, slowly whittling her down; the dream entity formerly known as Alya guessed she had perhaps five minutes left before her reserves of focus and will were exhausted, both of which had already been heavily drained by the battle with Eclipse and subsequent struggle to hold onto Rarity.

I’m going to die! she sensed in the deepest pits of her being; realizing with a sinking heart that four thousand years of efforts to earn her ascension as well as her demigod father’s affection were all about to come to naught.

But the thought of failing her father—again—gave her virtual spine new steel. No! I can’t let it end like this! I won’t let it end like this! she swore. If I can’t escape them and my army can’t reach me, I’ll have to find a new host QUICKLY to get away from them! At least I’ll be able to counter or kill them in the physical realm! she thought, her mind racing and quickly coming up with a new plan, starting to bend their chase towards another being she’d already identified as a potential new host and escape route earlier that night.

Unfortunately, that potential new host wasn’t asleep, as a mental probe in her direction revealed her stalking back and forth angrily in her throne room, muttering to herself—not surprising, given the unwelcome message that had likely already been delivered to her—and not about to rest because of it.

But nor did she need to be, as strong emotions could also be used as a means of possession. Just need her a little more distracted… but I need more time! she realized, sending an urgent order to her army to break off their attempts to reach her and instead, concentrate on weakening the will of her new target, feeding her fears and anger alike.

She’d barely gotten the mental message off before Pinkamena was on her again, slashing open her throat and causing an alarming amount of her essence to dissipate before she could stem it. But she was left with little power afterwards and slumped to the floor of their latest dreamscape as the four Pie sisters surrounded her.

“Finally out of fight? Pity,” Pinkamena pronounced, giving her blade a twirl. “After four thousand years filled with dreams and dead ponies, it all ends here for you.”

“Why are you doing this?” The weakened Nightmare demanded to know. “This isn’t you! Killing me is not harmonious and has nothing to do with rutting!”

Pinkamena gave a very evil and unpleasant smile. “Doesn’t it? Speak for yourself, Nightie—like I told the Queen, I get off on the hunt!” She reared up to will an erection into existence, stroking herself while also licking her blade. “Followed closely by doing things with my family. You know, as fun as this is, we shouldhave girls’ nights out more often, sisters!” she suggested to her siblings.

“I’m game!” Limestone grinned, stopping long enough to stroke her own erection and share a passionate kiss with Pinkamena, the two rubbing their rigid organs together as The Nightmare stared in disbelief at what was, even for her, a very surreal scene. “Thanks for coming by and converting us, Pinkie! This is the most fun I’ve had in ages!”

“It really is nice to do things as a family.” Marble nodded slowly to herself as she watched her sisters with a shy but happy smile, her hoof snaking between her legs. “I mean, we get to end evil and get rutted? This is the best night ever!”

“Agreed. I am aquiver with excitement,” Maud said in her usual monotone as she willed Boulder into existence and stretched it into a phallic shape so she could begin pleasuring herself with it. “I admit, I rather like this version of you, human Pinkie. I only wonder if my real sister has it too.”

“Oh, don’t worry—she does,” Pinkamena promised with a toothy grin as she stood on her hind legs and lowered Limestone’s head onto her organ, who began suckling it eagerly. “We were gonna switch places again next week, but why wait? If I know the Queen, we’ll be dispatched to the human world ourselves shortly, so you’ll get to see her—and convert her—in just a few days. Until then, just hope she’s enjoying Halloween as much as we are Nightmare Night!”

“Human? Halloween?” The Nightmare repeated, then blinked. “Then you mean… you really are the humanPinkie Pie?” She drew back further in only half-feigned surprise, suddenly thinking that everything that happened made a lot more sense. Worry about it later! Just keep them talking…

In response, Pinkamena gave an unpleasant grin and a half-bow. “Pinkamena Diane Pie, senior student at Canterlot High in Boulder, Colorado, at your service, Nightie. My interests include sweets, shop class, and swordmaking. Pleased to meet your acquaintance, though I’ll be even more pleased to end you for all your crimes through the ages, including trying to take over Rarity and Cyber Belle!” She showed her teeth in her smile.

“You really live in a town called ‘Boulder?’” Maud repeated as she continued to hump her favorite stone. “I approve.”

“Sure do! And our parents—my parents—own a rock quarry from which they harvest and sell stone countertops, bricks and tile,” Pinkamena explained as Limestone continued to go down on her and Marble watched longingly, earning a hoof motioning her forward from her older sister.

“Wow! Just like home!” Limestone realized around a mouthful of her sister’s stallionhood.

“You got it! So not that different from here, really, except for the internet and video games. Gotta say, though, they’ve got nothing on the dreamscape!” Pinkamena mused as she willed a series of glowing green tentacles into existence from a demonic symbol as Marble began nuzzling her large apples and the base of her shaft, working on the bottom of her big sister’s organ as Limestone worked on the top.

“I mean, where else could I make Coital Convent real?” Pinkamena further covered her sisters with nun attire as a prelude to probing and penetrating them with her new constructs, snaking around their legs and suspending them in midair before finding their teats and orifices beneath their clothes.

“Okay, I really want to see this show now!” Limestone announced breathlessly as her marehood and tailhole were filled in turn alongside Marble’s.

“Me too…” the latter agreed as she was positioned belly to belly with her sister. “Could you bring it from your world next time?”

“Sure thing!” Pinkamena promised, but despite all the sexual activity, she didn’t lose her focus, willing a fresh series of bonds into existence to hold The Nightmare in place while they enjoyed themselves. “And don’t worry, Nightie—we haven’t forgotten about you! We’ll be with you again in just a minute.”

“But if you’re human, why would you come to Equestria?” a nearly-powerless Nightmare asked, receiving a message that her army—those that could be spared from fighting the Dream Guard, anyway—were starting work on their target. Have to buy another few minutes...

“I don’t know. A change of scene? A chance to meet my sisters and friends all over again?” Pinkamena shrugged as her hooves rested on the back of Limestone’s and Marble’s heads. “Guess I like it here. Even before my evolution, being an earth pony had its boons—I get to walk around naked and be super-strong like AJ? And now, I get unleashed and infinite sexual stamina? Sign me up!” she materialized a large sheath of papers and pantomimed signing her name to it.

“Um… this is really fun, but I still want to go back and be with Discord,” Marble stated again even as tentacles tore through her improvised attire and then wrapped themselves around her stallionhood and Limestone’s, pressing them together. “I love you, sisters, but he’s so different and dreamy.” She materialized a facsimile of his phalluses and began nuzzling them once more, causing the real Discord to feel it again and wonder what he’d ever done to be reduced to everypony’s plaything.

“Me too!” Limestone said eagerly as her teats were plumped by the tentacles enough to pillow both hers and Marble’s organs. “How about it, Maud? Wanna triple-team him?”

“Meh. You can have him. Unless he’s a statue again, I’m not interested,” she said as she continued to pleasure herself with Boulder, generating additional copies of him to fill all her orifices with more than one. “After this, I just want to find Mudbriar.”

“Seriously?” Pinkamena rolled her eyes as she lounged back on a throne she had willed into existence from which she could oversee the scene.

“Yeah, seriously—he’s such a stick-in-the-mud! What do you see in him anyway?” Limestone asked around a muzzle of stallion shaft before Pinkamena could.

“He makes me laugh,” Maud replied perfunctorily. “And for the record, nopony converts him but me.”

“Suit yourself,” Pinkamena agreed as she turned back to a cowering and cringing Nightmare, then willed her constructs to disappear. “It’s been fun, but it’s the end of the line, Nightie. My sisters have plans, and me? You know, I really should go back to check on Mom and Dad. After we did them, we left them rutting each other’s brains out. Should probably make sure they’re not dehydrated or something.”

“Eh, they’ll be fine. I say let them have their fun!” Limestone insisted as she gave her sister’s shaft a parting kiss. “I mean, hay, that’s probably the first time they’ve shared a bed in ages! But never mind them! We still gotta finish the job! So are we gonna do this witch in, or what?” she stood up and turned back to The Nightmare with an evil gleam in her eyes.

“Seems a waste to kill her, though. I’d rather keep her as a trophy,” Maud suggested as a disbelieving Nightmare listened to her fate be bandied about like she was nothing. “She’s weak now. We could just turn her into a dreamscape statue and come back to enjoy her whenever we like.”

“Oh, for—what is it with you and statues, sis?” Limestone asked with a roll of her eyes.

“I like stone,” Maud said with a shrug. “Just ask Boulder.”

“Or maybe we could make her a pet?” Marble wondered aloud. “I mean, if she’s been starved for parental love and attention this whole time, maybe we should take her in. I bet Mom and Dad would help.”

“Seriously, sis?” Limestone looked back at her in disbelief.

“Yes! Please! Listen to her! I’m sure I could yet be redeemed?” The Nightmare asked in what she hoped was a sufficiently pleading tone as she sensed the emotions in her chosen target surge higher, weakening her mental defenses further. She’s almost ready… just a little longer!

Her claim was met with a sneer. “Sure you could, ‘Alya’. You know, you’re way too nice for your own good, Marble. One of many reasons I love you.” Pinkamena then cracked a rare affectionate smile, only for her expression to harden again.

“But take it from me—she’s irredeemable and probably just trying to trick us now. So…” She drew her blade and then threw it right at The Nightmare, who could no longer evade. It struck her ethereal chest and embedded itself deep within it, causing her to shriek as her form began to fully dissipate, threatening to take her very consciousness with it. But before it could, she poured the remaining ergs of her power into the pathway her army had opened, praying their efforts were enough.

The last thing she saw before she was sucked down the tunnel towards her potential new host and only source of salvation was Pinkamena Diane Pie’s ice-cold eyes.

“It’s over. Rot in Hell, you evil Nightmare.”

“How do you do, Lady Delta Requiem, bard of the Royal Court? I’m Midnight Sparkle. And just how may I be of service to you this wonderfully sensual Halloween night?”

“Halloween?” Delta repeated the word like it was distantly familiar, then stared at her for a moment. “I admit I wasn’t sure what to expect. But by the more powerful and primal magic within you, you certainly feel to me like a darker half. Perhaps even an evil one.”

Midnight chuckled. “Do not be fooled by appearances, Delta Requiem. Dark I may be, but evil I am not,” she replied, her slitted eyes appraising the other mare in turn. “For what are my crimes? Seeking to be set free? To fully explore my sensuality when my weaker half fears to? To expand my knowledge of both technology and magic as she so desperately desires to?” she suggested mildly, then her grin turned to one of lazy anticipation.

“To gain absolute power and then dominion over the two realms, as befits the goddess I am?”

Delta’s eyes narrowed. “Goddess is a term that should not be used lightly, Midnight Sparkle. Take it from me that the real ones tend to object when it is applied inappropriately.”

“And take it from me that absolute power corrupts absolutely,” Sunset added, repeating the words she’d used on Midnight at the start of their magical duel months earlier.

“If you say so,” Midnight shrugged, and then looked around, her eyes settling on the Friendship Castle in the distance. “So she is there. My corrupted counterpart. I will allow no threats to my future rule, least of all coming from a lesser version of me! So if you wish her defeated before she takes over all Equestria, simply release me from this amulet’s hold, Delta Requiem. Do so, and I will deal with her right now.”

“What do you mean, ‘deal with’?” Delta challenged.

Midnight looked insulted at what the question implied. “Oh, please, Delta Requiem. I have no desire to hurt or kill. Sunset Shimmer will tell you I beat such mad mages as Gloriosa and Chrysalis without harming them. I didn’t even damage my former classmates for all their insults and bullying, though I might have punished them all in a suitable manner.” She smiled at the memory, while Sunset’s own memories of the occasion were enough to make her blush.

“I have no interest in doing away with those who would be my lovers and servants. And if you’re worried about my intentions towards this world’s Twilight, fear not—if nothing else, I would keep her around for sheer amusement. I’m certain dominating my pony self would be endlessly entertaining as I sit upon my new throne. And admittedly, there is a certain thrill to the idea of being with another me.”

Delta’s eyes narrowed at the idle boast. “So in other words, if set free, you’ll try to take over Equestria in Eclipse’s place?”

“Of course I will. For that is my fate and my destiny. All knowledge and all magic will belong to me, and then I will remake both worlds as I see fit.” Midnight closed her slitted eyes and smiled anew. “I might even keep this rather fascinating curse, as I believe with a little more analysis followed by some additional application of pony magic crossed with human science, I could turn it more fully to my designs. In truth, I find it much too indiscriminate and unwieldy for my tastes right now. But that will change soon enough.”

“Then you didn’t have anything to do with making it?” Delta had to make sure, given the sheer amount of suppressed power she was picking up from the other mare and the ability she had already demonstrated to rip open the walls between realms.

Midnight smirked. “As much as I might like to claim credit… no. I cannot reach across the world boundaries to do such a thing without my full power, and even if I had made it, be assured it would be far more elegant and targeted in its effects. I would also have released it on my side of the portal first.”

“She’s not lying,” Sunset knew. “As much as she wants to control things, a wild and untameable curse like this isn’t how she’d do it.”

“You know me well, Sunset Shimmer,” Midnight gave her a nod that was almost respectful. “And I hope you will again.” Her slitted eyes went hooded at the memory, causing Sunset to blush.

“So you admit your designs, but you still order me to set you free?” Delta raised an eyeridge. “And why, in the face of your own claims and evident power, would I do such a thing?”

Midnight’s grin grew broader as she turned her attention back to the robed mare. “Because in the end, you need me, Lady Delta Requiem. Even the Friendship Map itself knows this, as it summoned not Twilight Sparkle, but me,” she stated with surety, causing Sunset Shimmer to blink.

They share the same cutie mark, so could she be right? Could the map’s intention have been to bring MIDNIGHT here to fix things instead of Twilight? she fretted. No, that doesn’t make sense. It summons ponies—or now humans—to solve friendship problems… but what possible friendship problem could be solved by Midnight? She somehow sensed she was looking at things from the wrong angle but didn’t have time to consider the question further before Delta spoke up again.

“Do we? I fail to see that we need you, Midnight Sparkle, given we already have plans to take down Eclipse and cure the curse without you.”

“Ah yes. Your feeble ‘plans’.” Midnight rolled her eyes. “I know them since I have been listening to you three this entire time, and believe me when I say they will not work—for if my counterpart has any of my ability to anticipate, she will be ready for you. The only way your plans would succeed is if she is so lost to her new state that she cannot think ahead, and I sincerely doubt that is the case as she was already able to trap and defeat Starlight Glimmer,” she reminded them both.

“Even now, she eagerly awaits your arrival, plotting and scheming to turn your trap back on you. She makes no effort to find you only because she knows you must come to her and challenge her directly, in her own lair. And don’t think for one second that just because she remains unaware of my weaker half’s presence that you gain any advantage.” She smiled unpleasantly. “Twilight Sparkle lacks the will and focus to do what is necessary, so she will falter and fail at the most inopportune time.”

“You underestimate her—as always,” Sunset took offense on Twilight’s behalf. “She’s come through for us many times.”

“Do I? I think not. For you now face an enemy like no other, Sunset Shimmer, and believe me when I say that Twilight Sparkle fears her other selves above all.” Midnight turned to her. “But I suffer from no such handicap. In the end, there is but one being between the two worlds who can defeat this ‘Eclipse’—a being who not only has the superior power, but who can anticipate and counter her inevitable contingencies—me.

“I know how she thinks, and I have had far more experience with my ascended state than her. Experience that would prove decisive even if our powers were equal. So I alone can defeat this self-proclaimed Queen,” she said with certainty, and then raised her glowing bespectacled gaze to Delta Requiem.

“In the end, Lady Requiem, when your plans inevitably fail, you’ll have no choice but to release me to try and stop her. Which I will do simply because it suits my designs.”

“So you stop Eclipse, and then what?” Sunset challenged as she felt a chill—or was it a thrill?—go through her as she considered Midnight’s words and found they all rang true. “You rule in her place?”

“Exactly,” Midnight replied with a sly smile. “Why should I lie about that? And before you ask, I fully expect you’ll try and stop me. But you can’t. Not even your curious spellsinging abilities could restrain me for long, Delta Requiem, once my full power is unleashed. Not after I free myself of this accursed restriction.”

She looked down at the pendant in annoyance before turning her gaze back upwards and grinning. “And as for you, Sunset Shimmer, without access to your own goddess form, you’ll fall before me as well. But don’t worry—I may grant you that power just so we can have a rematch. And just like last time, to the victor will go the spoils.”

She licked her lips lasciviously, causing Sunset’s heart to skip a beat and give an involuntary squirm as her previously suppressed stallionhood started sprouting from the base of her marehood, a sheath bulging out between her teats.

Her reaction was not lost on Midnight. “And don’t tell me you don’t like the idea, Sunset Shimmer...” Twilight Sparkle’s darker half took a step towards the other mare with what Sunset thought might be the intention to kiss her. And for a single, tantalizing moment, Sunset was ready to give into her, suddenly remembering the all-too-brief time they had spent together at the end of the Friendship Games before having to wipe memories and put everything back to rights.

“I am a benevolent goddess, and I remember well that you both helped me and loved me. So believe me when I say I have every intention of repaying your earlier kindness…” Midnight went on, continuing her slow approach. But before they could meet, Delta intervened.

“To stop the curse’s spread with the use of song power, I give these two mares a VERY cold shower!” No sooner had she sung the words when both mares were suddenly dragged backwards as a cloud materialized overhead and doused them with icy rain, killing their mating urges instantly.

“Oh, for… thanks a lot, Delta,” Sunset groused as she hurriedly slapped a waterproof shield over Twilight’s exposed electronics, maintaining it as she shook the frigid water free of her coat, her male attributes quickly receding back into her body. “Was that really necessary?”

“The human word for that is ‘cockblocker’, Delta Requiem!” Even Midnight looked annoyed as her soaked bangs hung down over her eyes, forcing her to magically shift them aside. “And it is not appreciated!”

“Sorry, ladies, but we’re not doing this right now, and certainly not in a curse-charged atmosphere, lest its ambient magic claims you both!” Delta informed the pair sternly, reminding Sunset strongly of being scolded by her as a foal. “So in summary, Midnight Sparkle… you suffer from megalomania, delusions of godhood, and a false belief in your own infallibility coupled with a despotic desire to control everypony and everything?” Delta Requiem recited. “I must admit, that’s quite an array of psychoses. I believe I’m starting to understand why Twilight Sparkle fears you.”

Midnight only laughed as she used her weakened magic to dry herself. “Call it what you will, Delta Requiem, but she only fears me because I do what she dares not! Because I am everything she secretly wishes to be but won’t allow herself to become!” she boasted. “And as for delusions, I am a goddess, for I wield the power of one! Or I will, once freed of this accursed pendant…” She looked down at it in disgust.

“Even if true, that alone is not enough, Midnight Sparkle, as to be a god demands great experience and wisdom. To say nothing of an ability to accept omnipotence and the endless flow of information it brings—a flow that would overwhelm any mortal being and quickly drive them mad! You are not such a being, and for it, I believe we have heard enough.

“In the name of my song and this soft melody, dismiss Midnight Sparkle and restore Twilight to me!”

For the second time in several minutes, Twilight cried out and fell hard to the ground. Her magical spectacles dissipated and her eyes reverted to that of Twilight as Sunset went quickly to her side, trying to comfort and help her up.

Delta exhaled sharply as Twilight began to cry, clutching onto Sunset’s neck and sobbing into her mane.

“Th-that’s Midnight. A-as you can see, she’s terrifying! Whenever she’s free, I know everything she says and does but can’t stop her! So do you b-believe me now when I say she can’t be set loose, Lady Requiem? Are y-you h-happy now?” Twilight choked out before breaking down completely in Sunset’s embrace.

“Not the word I would choose,” Delta admitted as she rubbed her temples with her wingtips. “I am satisfied that I now know what she is, yes, and that she will need to be dealt with sooner rather than later. I promise I will help you do so when I can. That will require a great deal of time and effort, however—time we simply cannot spare right now. So for the moment, it would be best to keep her out of this fight. To that end, I will add my own ward to your pendant, and when all this is over…?”

She sighed and exhaled. “Defeating Eclipse and helping cured ponies overcome their mental trauma will be hard enough. But I can already see my work will be cut out for me in trying to reconcile the two halves of your being together…”

Peregrine Pacil had thought repeatedly that he could not possibly feel any better; feel any more loved or pleasured than he already did. But to his continual amazement and ecstasy, events kept proving him wrong.

His greatest—and previously unknown!—fantasy fulfilled as he was bound body and soul to the most powerful and desirable male in all the world, he knew not how he could feel any better until he sensed several new presences beside him as the Dragon Lord’s mistresses joined his efforts.

“Our turn!” Cyber Belle’s slightly-synthetic voice called as she self-levitated herself over to Peregrine Pacil’s side as he lay on his back atop the larger Spike. He continued to both tuck him and happily feel him up from head to hoof, the tiercel’s entire body trembling with overwhelming pleasure and barely restrained release.

For as much as they’d enjoyed groping and stroking his now-twin lionhoods, the drake’s large paws suddenly stayed away from them as his three consorts moved close to inspect them, with Cyber Belle sitting to the tiercel’s immediate left and Timberbloom in a mirror position on the right while Fireflight hovered over his head. “And to borrow a human saying, we’re gonna ‘rock your world’, Peregrine Pacil...”

“Wow… just look at them!” Timberbloom sniffed at Peregrine’s paired organs with her more sensitive nose, inhaling their enhanced odor deeply, finding them simultaneously male, eagle, and lion all at once. Her green-glowing eyes drank in their exotic form and shape, from their tapered avian tips to the vase-like bulge that made up the lower half of them, their veins pulsing and throbbing in time with Spike’s continuing thrusts.

“Reckon Ah ain’t never seen a griffon up close like this before! I like!” She reached out her tongue to gather a drop of his increasingly copious seed as it fell from his rightmost organ’s tip. It hit and she was surprised to find it had a very pleasant taste, like the warm mulling spices Granny Smith—now Annie Smith, she quickly corrected herself again—sometimes used to make cider.

“Me neither. But the form of his organs are both elegant and functional. The narrowed head allows for greater ease of entry to even immature orifices, while the bulb near the base acts almost like your knot in the latter stages of mating, as a dam to hold back the flood, ensuring a higher chance of insemination,” Cyber Belle recited as if out of a book while Peregrine could only stare down at the pair somewhat cross-eyed.

He was barely able to focus yet keenly aware of all that was happening to him, from the enormous drakehoods so sensually stimulating him to the Dragon Lord’s hot breath on the back of his head, though the large drake paused his efforts long enough to observe his mistresses.

“Yeah, great, huh?” Spike asked with a rumble as his long reptilian tongue darted out to kiss his tiercel lover’s cheek and beak repeatedly, breathing fresh and very stimulating smoke into his nostrils. “He’s more than ready and there’s enough of him for all of us! So climb aboard, girls!” he invited, if somewhat breathlessly.

“Don’t mind if I do!” Fireflight spoke up from her hover, where she’d been enjoying the view. She then positioned her nether regions right over his beak and nose. “Don’t worry; we’ll tuck your brains out with our stallionhoods later, but for now? Spike’s the stallion, so we wanna pleasure you as mares!”

“M-mares…?” Peregrine just managed to echo as he suddenly looked up to realize he was staring the femininity of the pegasus mare with Phoenix wings in the face, and it was being slowly lowered on top of him. His nose was suddenly saturated with her scent, a mixture of campfire smoke spiked with sweetleaf that reminded him again of the flavored vapors he’d inhaled from hookahs during courier trips to Saddle Arabia. His beak began to water and his tongue started licking it as he realized what she wanted from him.

What they all wanted from him as her two friends likewise moved to partially straddle him, positioning their marehoods over his two lionhoods with both magic and feathery grasping vines.

The overloaded synapses of his mind threatened to short-circuit yet again—and how did he even know that human phrase?—at the realization that they wanted him to take them as a tiercel even as he was made an eagless by the Dragon Lord himself! “But… I…” he weakly protested as his maw watered harder and his oversized organs twitched hard in the mixed magical and floral grasps of their soon-to-be partners.

“Ssshh…” Spike gently shushed him with a fresh puff of smoke into his nose and a single caress of his flight muscles, causing his breath to catch again. “Listen, Perry—these three were my first, and now I’m sharing them with you! We wanted to do something together, and as it turns out, that something is you. So be honored!” Spike said almost formally, then smiled jovially. “I mean, that is a big deal with griffons, right? Honor?”

“Y-yes…” he said as the three positioned his beak and twin phalluses at their entrances, their own organs hanging out over of his chest and belly, their tips nearly touching as they drooled variously hot, green-glowing and electrically infused seed in the vicinity of where his fur gave way to feathers, midway up his torso. “I am honored…”

“There you go! After all, I was in your position with these three more times than I could count! Well, except for being tucked under the tail, of course…” He chuckled with a lustful rumble, giving him another hard hip buck to drive the point—and that of his deeply buried drakehoods—further home, thinking that Peregrine Pacil felt just as good to be inside as Carrot Cake, making a mental note to give the latter both shafts at once later to get a proper comparison between the two. “It’s how I did all three of them at once! And how you’re going to do them, too!”

I am not worthy… I am not worthy… Peregrine thought again as Cyber Belle and Timberbloom’s slick and inviting marehoods engulfed the heads of his organs and Fireflight lowered herself fully onto his mouth; the opening easily wide enough to accommodate his entire beak. He had a spectacular view of the backside of her apples and her insides, which glowed softly with her Phoenix flame, enabling him to pick out every single ridge and curve inside her.

At least until he inserted his beak entire, letting it slightly rough surface grind deliciously against her sensual surfaces.

“Whoa!” Fireflight gasped as he made first contact and promptly filled her with it, his tongue darting out to collect the sweet nectar from deeper in her, causing her muscles to automatically clamp down. “Holy… I didn’t expect that!” she further exclaimed as she began to hump his beak from her hover, urging more from him as the tip of her organ twitched, spurting out small eruptions of seed that collected on his feathered chest. “Keep it up, Perry!”

“Ah!” Timberbloom likewise shouted as his initially narrow organ sank quickly into her, only to start widening halfway in, slowly stretching her sensitive opening with a delicious eruption of tingles that went straight up her spine. “That’s… different…” she admitted as her muzzle gaped open for a moment to show her pony teeth overlaid with canine fangs; her long tongue lolling out her mouth.

She propped herself in position with a series of branches sprouted from the wooden parts of the lounge that held her up and allowed her to slowly lower herself further, finding his increasingly impressive length already probing at the entry to her womb while his girth progressively spread her lips further, each exquisite expansion of them weakening her will to prolong the session further.

“Y’all know what? Ah think Ah like griffies! Wish we’d known about them earlier, and we’d’ve invited you to our private parties!” she said wistfully, to which Peregrine had a brief but tantalizing image of taking the three while they were still fillies, causing his hips to buck hard.

But wait… they WERE fillies! He suddenly remembered seeing them from earlier trips to Ponyville, recalling they were only in their early teens. And they would have… WANTED me? He nearly came on the spot as Cyber Belle’s digital readouts flashed a bevy of warning messages again, and she gritted her teeth hard, trying to hold off his orgasm for just a little longer.

“Whoa. He really likes that idea…” she realized through gritted teeth, briefly entertaining the notion of using her nanites to transform herself back into a filly again in order to tempt him, only to realize that as keyed up and as close to the edge as he remained, she couldn’t do so without him all but exploding.

“Huh? Ya mean he wants to do us as fillies?” Timberbloom asked, struggling to maintain her focus and control of her own floral constructs as the tiercel’s rightmost organ continued to sink deeper into her, slowly prying her exquisitely engorged lips even further apart.

“That’s what I mean. We’ll have to find a way to indulge him later!” Cyber Belle confirmed with a sharp gasp of her own as she sank down on him in turn, her multitasking CPUs overclocked and increasingly strained, trying to process her own sensations while at the same time enhancing his yet keeping him from climaxing. “Be careful, gang—I can’t hold him or the transformation back much longer!” she warned. “Don’t come too quick or do too much, or you’ll trigger him!”

“Don’t worry—I don’t want to come! I want this to last forever!” Fireflight said as her wing feathers flared brighter and his beak probed deeper; his tongue now long enough to reach and loosen her inner opening as she felt it start to give way. “By the sun, he feels… so…”

“He’s a treasure!” Spike confirmed while he continued to claim the tiercel’s tail, pistoning his twin organs within him to ever-higher heights of rapture as his slightly ridged organs ground against more and more of the former courier’s inner walls, stimulating him—and Spike himself!—further.

“And he’s ours!” Timberbloom said in pure bliss as she took him to the hilt beside Cyber Belle, who had to shut down her speaking subroutines to conserve computing power, resorting to increasingly desperate means to maintain control over him—and her own overloaded systems!

His mind and body taken to heights of sheer sensual ecstasy he’d never dreamed existed, Peregrine Pacil felt not just his physical being but very consciousness start to transform. Taken four different ways with every fantasy he’d never known he had indulged all at once, his surface thoughts and desires rapidly gave way to far more primal ones as more and more magic was pumped into him. And in it, as lost as he was in sheer sensation and pure erotic euphoria, he found perfect clarity.

He finally knew what he wanted. He finally knew exactly what he was!

To be a toy for dragon pleasure!

To be desired and dominated by them!

To help his new Lord make more dragons!

Dragons that would then turn him into their plaything as well!

Reacting not so much to a stated command as a simple expression of his deepest desires, the corruptive magic within him found new focus and intent through his single, most powerful passion. Obeying his wishes, the magic made the nanites injected into him an extension of his own being. The flow of Cyber Belle’s programming reversed, surging back into her, breaking right through her protective firewalls to rewire her internal systems.

“Alert! Internal defenses breach—” she trailed off as a mixture of malware and further transformative magic, improbably injected through her marehood into the deepest part of her being, took hold of her. Stunned but unable to stop the all-consuming corruptive feedback, her internal programming was overridden and then overwritten, causing her body to begin reconfiguring itself.

Her snout lengthened, her fangs grew, and her metallic fur fused into scales as her single stallionhood split into two, each acquiring ridges and a more tapered form. Mechanical dragon wings then sprouted from her back as Peregrine’s leftmost organ began to pump a combination of Spike’s dragon essence as well as his own desires into them, reshaping the two mares from within.

“Wha—?” Timberbloom began before the same effect grabbed hold of her, aided by Cyber Belle’s nanites that had flooded through her. Her bark turned into a series of scales through which dragonfire glowed without burning her wooden form, and she instinctively regrew her body to acquire dual drakehoods herself, her previously canine organs keeping their knots and medial ridges but also acquiring dragon length and attributes.

“What’s happ—?” Fireflight barely got out before Peregrine’s tongue suddenly glowed with blue circuitry, transforming into a third phallus and pushed right through her inner barrier to fill not just her external tunnel but her very womb, delivering massive amounts of magic and seed into her.

Unable to stop what was happening, the three former fillies transformed simultaneously into dragon variants of their altered forms, gaining not just their physical attributes but an overwhelming desire to take and tuck griffons!

To desire and dominate them above all else!

They wanted to collect them, to copulate with them, and add them to their harems!

The urges alien but overwhelming, they quickly acceded to them, using their new talons to feel him up and fondle him just as Spike was doing, who saw what was happening but was neither able nor willing to stop it, too lost in his own act. His twin organs still embedded as deep within his griffon lover just as those of Peregrine were in his trio of original fillyfriends, converting and fertilizing them anew, he could hold himself back no longer.

He took a massive breath and then released a great gout of flame over Peregrine’s head along with a great dragon roar as his hips bucked repeatedly.

It might have singed Peregrine but for the enormous amount of dragon magic already in the young tiercel, turning him fireproof as Spike’s twin drakehoods released a great flood of steaming seed within him. The tiercel felt the heat keenly and deliciously as he sensed his own internal furnace ignite. It was fed by not one, but two sources of magical fire as his own long-awaited climax and transformation finally came, shattering the remaining internal barriers that Cyber Belle had erected within him to prevent it.

His wing and headfeathers burst into phoenix flame at the moment of his orgasm while a great gout of blue fire erupted from his beak. His eyes glowed green like a Timberwolf’s as a series of circuitry spread along his intimate areas, reshaping them further to completely fill the females they were embedded in, binding them to him until he had delivered all the curse-soaked seed and magic he could.

All three of his new lionhoods then erupted at once, releasing his Lord’s drake-infused seed deep within the three former fillies. The molded magic within them drove their transformations into dragon form to completion, the three emitting shrieks of pleasure along with their own great gout of multicolored flames as their altered organs likewise exploded. They spurted in every direction around them with smoking, sticky streamers that glowed green or orange or electric blue, some even showering the crowd, who roared their approval.

His long-delayed orgasm finally consuming him, Peregrine took on the attributes of all his new lovers at once even as they became the dragons he so desperately desired them to be, his feathers and very breath afire while the bench beneath him and Spike bloomed with fireflowers that released their own version of dragon-stimulating aphrodisiacs, which instantly drew the other members of Spike’s harem forward.

Unaware of their approach, he clutched at the four with his fiery but still-feathered wings and talons as he rode them through his orgasm, which lasted over a minute and left him unaware of anything else except the massive flow of magic through him—unaware of anything except the four he had just mated with.

He reveled. He floated. He knew nothing would ever be the same for him.

And if he died right then and there, he knew he would die happy.

* * * * *

“Perry…?” he dimly heard a voice call an uncertain amount of time later. “Perry, are you there?” He finally recognized the voice as that of the Dragon Lord himself.

His eyes fluttered slowly, and he realized that something had changed. He could see a slew of converted beings looking down at him in great wonder, love and concern, including Spike and his three mistresses, who were back to normal.

“My Lord…?” he called out, still feeling residual tingles all over his body. His limbs and wings felt heavy after being aroused and tensed for so long that he could barely move them.

“I’m here. Just rest,” Spike told him, cradling his form and giving him a lick on the forehead. “You’ve been out for half an hour. You did great, Perry.”

“Gave us a scare, though…” Fireflight said with a hoof behind her head. “And a new dragon form.” She stared down at herself in wonder, seeing she was unaltered except for her new dual, side-by-side sheaths.

“I did…?” he blinked. “I’m sorry…”

“We didn’t say we didn’t like it!” Cyber Belle quickly assured him. “It’s not permanent. We don’t seem to take it or stay in it… unless we think about dragons or griffons,” Cyber Belle explained with a restored mechanical hoof behind her head. “Then my new programming kicks in and I transform. Then all I want is to do you! Tuck you and every single griffone I meet senseless!”

“Ditto,” Timberbloom said. “I can also see heat, breathe fire, and everything!”

“Ya can? Good!” Annie Smith said. “Then reckon when we get home, the first thing yer gonna do is burn off the brush at the edge of the Everfree!”

“Aw! But Granny—er, Ah mean, uh Annie—”

“Just call me Auntie, young’un. Reckon it’ll be easier on both o’ us!”

“Just as I wished…” Peregrine murmured, trying to pull himself up, then blinked. He could sense he was larger and all his attributes were both redoubled in size and enhanced, but—“Wait—what am I now?” he asked them, sensing he was different but not certain how.

Cyber Belle reached out with her magic and pulled up a mirror. He stared at himself and beheld…“I look exactly the same?” he realized in disbelief.

“But you’re not,” a new voice broke in as Queen Eclipse approached him. “You are the product of a great and very sensual experiment, Peregrine Pacil. You were infused with multiple mating magics all at once, and as a result…” she zapped him once with some kind of release spell, causing his eyes to turn draconic, his wingfeathers to ignite and his eyes to glow green as he watched; even some displays suddenly flashed across his vision as intricate circuitry appeared, centered around his twin organs, giving him absolute control over them—size, shape, and function. “Your conversion has gifted you the powers of every creature here! And you are thus a very valuable ally and asset now.”

“Thank you, My Queen,” he bowed low before her, restoring his original form, noting that even in it, he seemed very sleek and sensual and the members of Spike’s harem were all but drooling over him. “But my first loyalty must be to my Lord and his ladies.”

“I would wish it no other way,” the Queen favored him with a tendril under his chin. “I look forward to determining the full extent of your new powers and sampling them myself, but that pleasure must wait for now. After all, we have a guest now.”

“A guest?” he blinked as displays flashed across his eyes.

“Indeed,” Eclipse announced as she flared her horn to open the doors to the map room, to admit a yellow unicorn with a fiery mane. “Welcome, Sunset Shimmer. I’ve been expecting you,” Eclipse announced with no small amount of glee. “I knew you would come.”

“Well, I could hardly stay away! Thanks for admitting me, Twilight. Have to say, it’s been a while since I’ve visited you here.” A completely relaxed and unconcerned Sunset Shimmer looked around, ignoring the hungry gazes of all the exotic creatures upon her before settling her eyes back on Eclipse.

“I see you’ve been doing a little redecorating and changed your fashion sense, Twilight. It’s all intriguing and I’m glad to see you finally letting your mane down a bit, but I’m afraid I’m going to have to bring down the curtain on this little party of yours…”

Author's Note

Well, having started my first vacation of the year--even if I can't really go anywhere during my week off--the first thing I did was complete this chapter. I certainly enjoyed writing it! For the milestone 30th chapter, it's both an epic clop scene and a callback to earlier chapters that contained equal parts storybuilding and sheer sex appeal. Or at least, I hope it is!

Sunset appears here at the end, but we're actually going to step backwards for the next couple chapters to catch up on the three scenes I need to finish before moving on to the penultimate confrontation in this story, this one between Sunset and Eclipse. Yes, penultimate. If you don't know what that word means, look it up and then you can probably guess what--and who--comes after Sunset.

There's also enough information in the overall story if not this chapter to guess who The Nightmare's intended new host is. Did she succeed in reaching them before our lovely and lethal Pinkamena killed her? You'll have to wait to find out. :twilightsmile:

Work on this story will continue going forward, though I'll probably take a few days before starting the next one. Thanks go to AJ_Aficionado for reading this promptly even if parts of it weren't his thing. But the thing about this story is, for as many different scenes and themes that are in it and as ambitious as it tries to be, there will inevitably be some things that a given reader won't t like. My hope is that it also means there's plenty that a given reader will.

Hope you liked, and thanks for following this for a full thirty chapters!

31: Jailbreak

Author's Note

Not the chapter I originally intended to write, but the one I apparently wanted to as it took on a life of its own and I thoroughly enjoyed it from beginning to end! To make clear, this takes place forty minutes *before* the arrival of Sunset Shimmer at the end of the previous chapter, so this and several subsequent chapters will be flashing back to fill in the blanks of what happened before then.

Chapter contains plenty of MMMMMM gay thestral action with all it implies as we return to the quarters of Prince Blueblood and learn the fate of Colonel Stargazer, plus some minor thestral mare FF. Also has the usual curse corruptive effects, some brief suggestion of a hentai-inspired fetish other than the usual ones (you'll find out exactly what in the next chapter), and a single understated appearance of futa at the end.

Thanks go to AJ_Aficionado and Silentwoodfire for a prompt preread, and a special thanks goes to AJA for allowing me to use his thestral lore, of which I borrow another piece of at the end here! Those of you who have read Into the Storm: The Flight of Firefly have already met her--or at least, an ancestor of her. And after this? Fans of Temptations and Transformations will be happy to know that I'll be shifting over there now to add at least two chapters to the list.

31: Jailbreak

Of all the places Colonel Stargazer thought he might find sheer sexual bliss and erotic ecstasy, performing the swirl with a newly effeminate and incredibly desirable Prince Blueblood had not been high on his list.

But he found himself impossibly doing so for the viewing pleasure of his own troops, hungrily sucking off the Prince’s organ as Blueblood did the same to him in return, all the while with both magical and real thestral stallion phalluses thrusting into them, taking them from behind.

As a career military bat who had initially been part of the Lightborne Legion, he had risen to command of Canterlot’s newly reestablished Night Guard garrison within a year of Princess Luna’s return. He had been hoof-picked for the post by her for his well-deserved reputation of efficiency and discipline that was to the Lunar Regent’s liking, as she valued both in her servants as well as a strong measure of loyalty.

And yet now, trapped by the curse he had been ordered to contain, none of it mattered to him. In the space of but a few short minutes, he had been stripped of his armor, his inhibitions, his dignity, and finally his very stallion virginity. He was left little more than an observer to his own fate, with his quickly surging and soon-unbearable arousal at first betraying and then ultimately overwhelming him, helped along in no small measure by the monstrously strong mating auras and sheer volume of mating musk his already-infected subordinates were giving off.

In the end, they had set upon him like he was fresh meat on a Callisto’s Call hunt. Within moments of his capture, he had been dragged bodily back into the room and promptly felt up by the four altered Guardsbats from wing to withers, by hoof and by horn, quickly sending him and his exquisitely-throbbing organ into sensual overload.

Unable to stop what was happening to him, he only barely resisted their initial molestations, the bats of his command mercilessly mocking him for his evident and quickly growing enjoyment as they did so. Though he’d never been with stallions before—some brief experimentation with another colt as a very young teen notwithstanding—he found himself turned on beyond all reason and measure by the four before him.

By how easily they overpowered and then overcame him, turning him into their personal plaything!

It wasn’t just their more powerful and predatory forms that enabled them to do so, incredibly desirable though he found them. It was that somehow, their altered states meant they could tell instinctively what he liked and how best to turn him on! They quickly availed themselves of that new ability, launching a sensual assault on all his mind and body’s myriad weak points; attacking and arousing every one of his physical and emotional erogenous zones in turn.

Privates Penumbra and Spring Air began his conquest by focusing on his newly sensitized wings and flight muscles, sensing they should concentrate their oral efforts on the thinnest inner parts of the former’s membranes—an action that had always made him go weak in the knees when his wife did it—while their wing fingers were used to stimulate the latter, massaging and kneading.

Within seconds of them getting their appendages on them, his membrane surfaces were so taut and sensually sensitive they visibly vibrated with every lick and each tingling twitch of his muscles, which began all but spasming from the stimulation given them, sending fresh shocks of sheer pleasure through him while forcing a series of gasps and hisses to escape from between his clenched teeth.

Barely able to keep himself from coming from the wing stimulation alone, it was only then the two freshly horned bat-ponies joined in, putting their new thestralcorn magic to work in earnest as they suspended him in midair, prying his legs apart to give a series of magical gropes and strokes of his still-swelling apples and organ. They bathed them in their unbelievably powerful mating auras, casting various enhancement and sensitivity spells they’d somehow acquired on the most intimate of his anatomy, leaving them feeling larger, fuller and more deliciously swollen than he could ever remember.

Their surfaces were left so engorged and receptive by the stimulation that they keenly felt every brush of a nose, every tingling touch of an aura, and every fraction of a degree difference in the air temperature around it—a fact his captors quickly took advantage of as a combination of hot breaths, sloshing wet licks, and cool, wing-generated breezes on his sweating, swelling organ exterior caused a fresh throb and spurt of seed from its half-flared head with each pulse of his pounding heart.

His increasingly impassioned cries reflected an increasingly desperate desire for release and rapture which seemed intent on betraying him at every turn, leaving him more and more amenable to what was happening to him. And yet, despite his growing urge to give in and surrender completely to his corrupted captors, he did not. In the still-sane parts of his mind, he sensed that to climax would be to pass the point of no return, so he held it off with all his faltering will, only for his underlings to raise the stakes yet again!

To his mingled ecstasy and agony, direct oral stimulation of his masculine assets had then begun with lengthened tongues wrapping around his orbs and organ, one even probing beneath and into the opening beneath his tail! When he cried out at the contact, they knew to focus their efforts there and did so, stimulating, loosening and lubing the opening with muzzle and magic, leaving the swollen sphincter ready and eager for entry as he involuntarily flagged his tail and winked it at them like a mare in heat.

And yet, despite his obvious receptivity, they did not rut him there right away, telling him he had to ask them for it first—the Colonel had to all but swallow his tongue to keep from doing so on the spot! And when they wondered aloud who should take him first, he couldn’t keep an image of Concord’s large and mottled shaft from his thoughts, which the two thestralcorns instantly picked up on and shared with the others.

In the end, he held out for a full three minutes, but subjected to an erotic assault unlike any he’d ever known, he had finally—and inevitably—surrendered. In the end, to his great shame but even greater excitement, he all but begged them for release to their great glee, offering his tail up for tucking by Concord’s exotic and exquisite Nightborne organ. To his immense excitement and frustration, he was then promised it—if he pleasured the Prince first, who, he was told, had earned some ‘special attention’ from his subjects, and whom they’d been neglecting while attending him.

The Prince himself had been waiting somewhat forlornly off to the side as his four thestral masters turned their efforts on their Colonel, obeying their orders to not move or use magic, which they enforced with a sealing spell on his horn and a series of bonds around his hooves.

The Prince’s feminine features and needy expression along with his visibly pulsing ten-inch stallionhood—considerably smaller than the other thestrals in the room, but still very prominent and tempting to him—leaving his previously dry muzzle watering, he’d gone to work on him in an act he’d only ever performed once before when he’d experimented with another colt as a young teen.

To his mingled horror and happiness, it all came flooding back to him as he quickly rediscovered the salty taste and slightly musky smell of it, giving every inch of the Prince’s phallus his attention, worshipping it with his hooves and muzzle as his underlings watched and cheered.

He couldn’t get enough of it, or the Prince’s adolescent effeminity; both the sight and scent of him incredibly alluring to the average thestral stallion. He found himself taking more and more of it into his muzzle, becoming drunk on its shape, scent, and taste. His own organ throbbed beneath his belly to be groped and fondled by the remaining foursome, who magically suspended him again to get a good view and easier access.

Their efforts sent fresh thrills of illicit pleasure through him, but that was just the frosting on an impossibly delicious vanilla cake as he brought the Prince to climax; his merely-average aura still strong enough to hold the Colonel’s head down fast on his spurting organ, forcing him to drink it all down.

In truth, he needed little encouragement as the others, who had been hovering nearby, stroking themselves and each other to the sight, climaxed in turn. They all erupted with obscene amounts of spunk that covered their Prince and Commander completely, leaving the latter only wanting more as the corrupted magic it contained infused him inside and out, leaving his skin tingling and senses awash in it.

Wanting even more of it!

He collapsed to the ground, compelled to rub as much of it as he could of it into him, feeling its heat and magic absorb directly into him as he began to transform, his ears and tapered organ adding another inch or two to their length and girth. He couldn’t help it—not when his arousal and desires were utterly overpowering, and not when what was happening to him was something right out of one of his deepest and most suppressed fantasies.

Not a year earlier, he’d stumbled upon a Neighponese colt-cuddler bat-pony comic in the bedroom of his teenaged son, not realizing what it was until he flipped through it; the very first page he opened to showing a scene of several stallions coming all over a smaller and weaker bat as he could only beg helplessly for it, servicing each in turn, and then all at once.

He’d turned around and punished his son for it later, not so much for that as the fact that he couldn’t get it out of his head. He’d found himself with intense fantasies of being sexually dominated by other stallions—a rather confusing and even traumatic fetish for a commander who was supposed to be dominant over others by definition!

Fantasies he was now forcibly indulging as the two thestralcorn stallions somehow read his mind and told the others what he liked and wanted, allowing them to recreate the climactic scene of the comic where the main character he was taken from both ends by two stallions while his forehooves were made to stroke the large shafts of the other two. In the end, though his own organ was never touched, the scene alone and knowledge of what he was doing brought him to orgasm alone with the others, who both came hard within him while the other two showered him with additional seed.

But far worse than that, to what few fading shreds remained of his former self, was that instead of being turned into a sleeker, stronger and more predatory bat-pony like his subordinates had, his transformation took the Prince’s route. He became slightly smaller and considerably less masculine, leaving him more enticingly effeminate to his kind; both irresistible to them yet easy prey to their much larger and lithe hunter forms.

Desires they did not hesitate to indulge in as they then very happily took turns breaking him in his muzzle and tail, going in reverse order of rank. Sometimes singly and sometimes in pairs, he was forced to submit to each former underling, starting with the two privates and then working upwards to the Corporal and Sergeant. Before long, he did not feel complete without a stallionhood filling his still-taut tailhole, reveling in his own subjugation along with Prince Blueblood, who said nothing but gladly accepted every instruction and outright order given him no matter how sensual or obscene he would have found it before.

After ten minutes of turning their Colonel into a mere toy and enjoying every orifice and sensual surface he had, the quartet of former Guardsbats seemed at least momentarily sated.

“By Luna’s Moon, this is the life!” Corporal Concord said as he smoked the Prince’s personal hookah, which filled the room with some smoke that clearly contained something illicit as a pink hue crept along the edges of their vision. But their altered forms allowed them to resist the worst of its effects, leaving them buzzed and mellow but still eager for more.

“And to think all this time we hated hanging outside the Prince’s room, when the most fun was found inside!” he noted with a toothy grin as he continued to hold Blueblood’s head down on his organ, where he bobbed up and down on it happily, now able to take half its enhanced length down his throat.

“Yeah, same with the C.O., here!” Spring Air agreed as he shared Colonel Stargazer with Private Penumbra and Sergeant Riesling, the latter of whom held up their former leader in his aura so they could all take him at once, two in his tail and one in his muzzle. “I think I might actually like being called to his office for disciplinary action now! Especially if we get to deal the discipline!” He smacked Stargazer’s flank for emphasis before kneading it happily, positioning himself to enter his superior from behind yet again. This time, he gave way easily before him, a fresh shiver passing through him as his orifice parted eagerly to admit the tapered tip.

“You said it! But as fun as he is, we can’t stay with him here forever! So why stop with him? I think we should take the entire city!” Private Penumbra proclaimed, uncapping a fresh wine bottle by ripping its sealed neck off with his hoof and finding it, like the rest of the Prince’s stock, had been turned back into its original fruit juice. But as it was made from high-quality grapes that had come from the finest Thestralsloavkian vineyards, it was still delicious to his enhanced sense of taste, so he guzzled half the bottle at once. “If nothing else, we need to find fresh meat and some real wine!”

“Yeah? And you want some cheese to go with it?” Riesling teased in his newly deeper voice as he was passed the bottle. He took the next draw from it before wiping his lengthened muzzle with his hoof, idly stroking his member along with his friend’s as they watched the scene unfold before them. “Make mine brie!”

“Hey, I’m a simple bat with simple tastes… so just give me some Green Bray, Wiscoltson cheddar!” he rejoined with a laugh. “So seriously, bats… what are we gonna do now that we’ve had our fun with Princess Bluebelle and Commander Coltbait here?” He grinned at the new names he’d come up with for them, earning a series of laughs and high-wings from his comrades.

“I say take them with us!” Concord suggested eagerly as he accepted the bottle next and took a long swig. “These two are absolute keepers! I can’t get enough of them! And if they’re so alluring to us, you can bet they’ll be to everybat else, too! We can use them to attract more males to join our converted club! So what do you say to that, Princess? Want your tail tucked and tasted by every stallion in the city?” he asked the defrocked Prince directly.

Blueblood’s only answer was a nickering moan and a sudden gush of fresh seed from his shaft as he lay on his back on top of Spring Air, who was apples-deep in him from below. He showered his own face and chest as he only too-eagerly envisioned it, wondering what Rarity would think to see him now.

He had one final, fleeting thought that his current predicament was all her fault again only to realize, with finality, that he no longer minded. That he was actually happy for it!

“Y-Yes… as l-long as they’re all… bats…” he just managed to say as his organ only slightly softened before surging back to full attention again, leaving him wondering if he’d ever be sated or if his only remaining purpose in life was to be a plaything for predatory bat-ponies.

His words elicited a series of laughs. “Oh, don’t worry your pretty little flank, Princey! We’ll change everypony into thestrals just for you!” Spring Air told him from below as he continued to thrust into him with hissing grunts. “In fact, you’ll help us do it! You know, Even Nightmare Moon couldn’t conquer Celestia or Canterlot! But we will!” he proclaimed proudly to cheers. “Unless, of course, our illustrious commander objects?” he added with a lopsided grin.

“It’d be a little hard for him right now…” Concord noted as he held Stargazer’s head down on his bucking shaft, which the latter was suckling eagerly, having taken it nearly to its medial ring. To the frustration of both, he hadn’t yet obtained the Prince’s ability to deep-throat all of it, but they sensed he would with just a few more efforts. “Just a sec… Ah!” the Corporal gave a feral growl as his horn and swollen orbs all but exploded again, showering them with violet glitter whose small sparks caused intense tingling of their skin while delivering yet another load deep into his Colonel’s smooth and silken throat.

“Whew!” he said as he withdrew, noting idly that unlike what he’d heard about unicorns, his new aura didn’t shut off at the moment of climax, enabling him to use the most powerful of his magic on his partners, molding them as he saw fit!

Case in point, the Colonel’s short military crewcut had just sprung into a long and flowing feminine mane that only accented his adolescent effeminate appearance further in a feat that few unicorns could produce—manes were notoriously difficult to magically affect, but he had done it in the throes of his own orgasm!

“So whaddya say, Colonel? How about helping us bust out of here so we can take over the castle, and then the entire city? Bet Luna would be proud! Maybe we could even restore her to her former glory! It’s said Nightmare Moon’s court rivaled the court of Coltugula, you know!”

“Anything. Just… more… bats…” he just managed as he licked his muzzle clean, savoring the taste of his subordinate. “More… stallions…” he further begged as he turned to Blueblood and began making out with him as he lay on his back beside him, the pair cleaning each other’s face.

“That’s our Colonel! He’s always good for an inspirational speech!” Riesling announced happily as he fluffed the now teenage-looking officer’s new, far more effeminate mane. “You do good work, Concord! Slight problem, though—they’ve locked us down. The entire wing is sealed. Guess the Colonel’s last message got through.”

He shrugged as he experimentally tugged at the front door with his aura only to find it sealed magically shut; he could just sense the presence of guards holding position well away from them, at the doors to the wing itself. “They’ve got tons of protective enchantments and wards up, and you know how they work—they block unicorn spellcasting!”

“Unicorn, yes—not thestralcorn!” Concord motioned up to his new and surprisingly large horn, which he’d already come to enjoy and use so well. “I know they’re supposed to block teleportation, so let’s see if I can do this…” He then closed his eyes and concentrated for a moment, disappearing and reappearing in a flash. “Well, look at that! I can wink despite the protective wards!”

“All right!” Riesling promptly duplicated the gesture, instantly appearing beside him and then sharing a deep kiss with his fellow male, the pair rubbing their horns together gently; the friction alone enough for some pink and purple sparks of mating magic to come off them. Some more experimentation established their teleportation range, which they found wasn’t particularly great—that even with the hybrid magic of their powerful thestralcorn auras, they could only punch through the suppression field at a distance of less than thirty paces. “Damn, not as much as I thought…” Concord was disappointed, his rigid organ going slightly flaccid, drooping another inch towards the ground.

“Hey, perk-up that Princely-poker—it’ll be enough!” Riesling quickly restored his comrades erection with an erotic caress of his overcharged aura, exchanging another deep and passionate kiss with him. “So, lover-bat… how about this? We get close enough that we can teleport behind them with Penumbra and Spring Air, zap them with sleep spells, take their crystal keys, and then take out each sentry station in turn! We leave our friends behind to be tucked by them and add them to our ranks with each go until we’ve got enough batpower and thestralcorn magic to storm the Command Center itself!”

“It won’t work…” the Colonel said weakly around a mouthful of Spring Air’s stallionhood, which he was working on along with Blueblood. “Center is heavily shielded… uses a variant of Shining Armor’s shield spell… no way through… only the Command Center can lower it…” he said in dismay between slurps and licks of the sixteen-inch stallionhood, which he cradled in his hooves like a fine kielbasa.

“No way through, huh?” Riesling said before trotting back up to Blueblood, who had his nose buried in Spring Way’s applesack, inhaling the overpowering musk and worshipping the melon-sized orbs with his muzzle and tongue.

“Sorry to interrupt, Bluebelle, but I know you—you got mares and some pretty shady characters smuggled in here all the time, so I’m guessing you not only have a means to monitor the castle’s crystal communications, but you bribed somepony to make sure you had a way to bypass Captain Armor’s new security measures! We’re trapped in here, so if you want more bats to pound your Princely plot, then we’ll need those means to break free! So care to share…?” He trailed a tendril of aura like a talon down Blueblood’s chin and long, alluring neck.

With some effort, the initially disappointed Prince focused on the question. “B-behind bedroom portrait of Blueblood XIV… hidden compartment… requires retrieval spell…” he was just able to recall before he returned his attention to Spring Air’s magnificent malehood.

“That’s okay, filly, don’t strain yourself. Save that silken tongue of yours for more important matters! The answers are in your head, so let’s see what natural thestral scrying powers crossed with magic can do…” He ignited his horn and closed his eyes, casting a sleep spell on Blueblood — who unceremoniously fell forward slightly and landed on his chin, fast asleep — so he could sift through the Prince’s memories.

Ten seconds later, Riesling opened his slitted eyes and smiled. “Well?” Penumbra asked eagerly.

“Well, bats—turns out we didn’t give the Prince enough credit for being clever! Turns out he didn’t bribe anybat or anypony; he just got hold of the designs and then used them to invent his own ways around all the new security! And this was the key!” He cast a retrieval spell; one of several distinct incantations he’d pulled from the Prince’s mind. A multicolored crystal then appeared, held in his magical grasp. “Using this, we can take over the crystal comms and turn them into spell carriers! In fact, we can cast anything we want using them!”

“Oh, really?” Concord suddenly wore a lopsided grin. “I can think of a few things…” The former Corporal offered up an alternate and suitably arousing plan. By the time he was finished, all of them wore toothy, predatory grins; their enhanced organs throbbing anew in intense anticipation.

“Not bad…” Spring Air said. “I like it!”

“I love it! Especially if we add this one little touch…” Riesling suggested an additional piece of spellcasting of both practical and sensual use, causing the others to blink, and then laugh.

“Okay… and where in all the mango grove did you come up with that?” Penumbra asked with a lopsided grin.

“From a Neighponese comic I once read named Mating Monastery,” Riesling answered with a smirk. “Can’t tell you how many times I clopped to the idea of it as a colt! So you think I’m going to miss this chance to make it real? I know I’m still a novice at spellcasting, but I’m pretty sure I can pull it off.” His horn sparked a couple times as he experimented with it.

“Of course it would be Neighponese…” Spring Air rolled his eyes, but grinned. “I’m in!”

“Outstanding, Private! But if we’re gonna do this, we’ll need all four of us to be thestralcorns first! So step up, Spring Air and Penumbra!” Riesling lowered his head to present his long spiraled horn, igniting his mating aura anew. “You two know what to do!”

“You mean… you want us to go down on your horn?” Spring Air said in mock horror, his hoof going to his head like the thought alone made him reel.

Penumbra pretended to recoil as well. “But Sergeant, we can’t do that! That’s, like… gay!”

They all fell silent and stared at each other. And then they burst out laughing as the two non-horned bats stepped up, one each going to Concord and Riesling.

Mere minutes later, not two but four horns erupted in fresh orgasmic rapture, with the owners of the newest pair mentally fed a series of spells those of the original ones had already mastered.

The scene in the underground Canterlot Castle Command Center was calm but tense.

They had received the Colonel’s brief distress call and shout saying the curse they were supposed to be guarding against was already loose inside the castle, but then he had been cut off and all had fallen silent.

Crystal recorder playback of the area outside the Prince’s quarters had shown the Colonel’s arrival and that he had opened the door, gaped, and then tried to flee as he called into his crystal, only for it to be shattered by a unicorn aura and the Colonel himself to be magically plugged from the air dragged back inside; the door slammed shut behind him afterward.

He shivered at the memory, wondering what horrors his superior had beheld and had then befallen him; his nerves were not helped by the fact that it would take an enormously powerful unicorn aura to shatter a military-grade crystal, but the Prince had never shown such power before. They’d been able to glean nothing more about what was happening inside Blueblood’s quarters as magical probes into the area had been rebuffed by the Prince’s own protective wards; ones that couldn’t be deactivated by anypony except him.

Now the ranking officer, Major Borealis had, on his own authority activated the Curtain Call quarantine protocol as much as he could. But with both the Colonel and Prince unavailable and likely compromised, he didn’t have full control of the castle’s security apparatus until Princess Luna remotely authorized him.

It was to his great relief that she answered his hail immediately and did so, admonishing him to not accept commands or direction from the Colonel or anypony inside the area—“this curse is a corruptive product of The Nightmare herself! I know not how she got it to the Prince, but it enhances the base sensual desires of all it infects, turning them into sex-crazed servants of my former possessor who seek only to spread it further!

“So avoid contact with those consumed by it at all costs!” she warned him, leaving him wondering how such an unlikely curse even worked, and additionally instructing him to keep containment in place until she could arrive to deal with matters personally.

“But what about Prince Blueblood?” he felt compelled to ask, to which several of his comrades gave eyerolls out of view of Luna’s gaze.

Luna herself gave a derisive snort. “’Tis just as well, as I did not relish the idea of putting him in charge anyway! So leave that foal to his fate and in the meantime, I leave command of Canterlot security in your far more capable hooves.” Her horn flared and suddenly all the command functions were his as his command crystal glow turned from green to blue.

“Thank you, My Princess!” He bowed low, but relaxed only slightly as, on his new authority, his command crystal key was accepted and various magical containment fields slapped down over all entry and exit points to the Private Residence wing of the castle, backed by unicorn guards wielding stun spells and various anti-curse enchantments, as well as crossbow-armed thestral soldiers loaded with sleep darts and various nonlethal flavors of gem.

In theory, it was all overkill—the security fields themselves couldn’t be breached by any unicorn magic short of Alicorn-level power, and there was no way that four infected bat-ponies plus the Prince could overcome the entire garrison even if they did somehow escape and stick their noses out of the doorways to be promptly put down.

In point of fact, once the security shields and magic suppression fields were active, nothing could get through in either direction. The security system had been designed by Shining Armor himself after the Changeling invasion, designed to secure the castle in whole or in part by blocking any and all entry or egress to the locked-down area—“our previous system was basically relying on what might have been geese, fans, and wishful thinking!” an angry Shining Armor had personally noted after—and it had indeed been effective, having already caught several changeling agents and even some of the Prince’s attempts to smuggle mares or unsavory agents into his quarters since.

Though its primary purpose had been to keep infiltrating Changeling soldiers at bay, it was equally or more effective against other potential intruders as well, and also designed to defeat any attempts to saturate the area with any form of nefarious spellcasting—which the curse certainly was.

Thus, the Major and his anxious command staff knew they should be safe and all would be well; they just had to keep the Prince and the four infected bat-ponies imprisoned until the Princess herself or the Elements of Harmony could cleanse them of the curse.

“So why am I so nervous…?” Major Borealis wondered, not immediately realizing he had spoken his thought out loud, feeling an odd warmth growing beneath his collar.

“Sir?” a light-furred thestral Lightborne mare overheard him—the Princess called them ‘Highborne’ out of ancient habit, but the name had not yet caught on over the more modern name.

“Oh. Nothing, Lieutenant Milky Way,” he reassured his communications officer even as his unease and body warmth grew, though he couldn’t quite resist casting a roving eye her way, wondering if she’d be willing to date a Nightborne stallion despite rumors that she only had eyes for other Lighborne mares. “Any word from the sentries stationed outside the residence wing?” he asked to cover up where his thoughts had gone, wondering how he could even begin to think of such things at a time like this!

“No issues as of last check-in sir,” she replied after a brief pause that suggested to Borealis that she was slightly distracted, a faint but growing blush on her cheeks alongside the hoof held to the crystal communications gem in her ear. “They’re reporting in every ten minutes as directed. All were accounted for, and all reported no activity.”

“Very well. And patrols?” He turned to his right, only then realizing he was pacing back and forth in front of his commander’s station. He forced himself to stop only to feel the urge grow again, his anxiety increasing with each passing second.

“Patrols are set, sir,” Captain Andromeda added from beneath her helmet, which she always wore. As the no-nonsense head of castle security, the Nightborne mare became his acting XO; it was said she had a large appetite for Nightborne stallions and tended to avail herself quite readily of the ones who worked under her. “Nothing gets in or out of that wing without us knowing. And be assured, the security suppression fields mean nothing’s getting in or out,” she said even as she shifted slightly uncomfortably.

“Good,” he said as he looked at the crystal monitors, which showed views of the various doorways and corridors, including the ones in the quarantined area. They remained clear, as did the one with a direct view of the doorway to the Prince’s quarters. Not that he expected that to change; the doors were magically sealed and the denizens inside could not escape.

But then the double-doors opened inward. “What…?” he sat bolt upright at the impossible feat. “There’s activity!” he quickly said as an aside to Andromeda, who joined him at the crystal display, leaving him keenly aware of her scent and presence. As they watched, a single dark-furred figure emerged out the entrance, looking around.

The newcomer was a sleek, large, feral-looking and very well-endowed thestral stallion, one they couldn’t identify at first until they got a look at his purple grape cluster cutie mark—a byproduct of the wine-producing vineyards he had grown up in, Borealis knew from his personal file. His short-cut mane had somehow grown out and his ears were longer—in fact, everything about him seemed bigger and more predatory right down to the enormous erection that dangled freely beneath his belly, easily several times the thestral norm!

“That’s Corporal Concord!” Andromeda likewise recognized in amazement as she involuntarily licked her muzzle, her wings twitching lightly as she drank in his sleek form. “But how’d he get out of there? And how by Luna’s moon did he get a horn?”

“Horn?” Borealis tore his eyes away from the impressive endowment to lock on the stallion’s forehead and realize that he had indeed acquired one—an impressively long one, just like his stallionhood; a spiral horn whose size rivaled those of the thestralcorn Highborne Priestesses who were so rarely seen. “What the—?”

The question died in his throat as abruptly, Concord turned to the crystal recorder at the end of the hallway and smiled, flaring his very broad wings in an old intimidation display. It was one that couldn’t help make Borealis go weak in the knees to see what the curse had created; the massive and somehow unconquerable thestral Adonis before him.

He felt a sudden cold feeling and puckering sensation beneath his tail as he somehow sensed the stallion’s intent towards him—towards them all! To his horror, he felt his own far more meager organ poke free of its sheath at the thought while beside him, Andromeda licked her lips a second time and involuntarily flagged her tail for just a moment before catching herself, wondering why her thoughts suddenly felt so clouded, exchanging a slightly furtive glance with Milky Way as a sudden desire to do something very illicit with her—not just a mare, but a Lightborne!—flashed through her head.

But she was not so far gone that she forgot her duty or the potential danger, trying to mentally force both her growing excitement and the unwelcome fantasies feeding it away. “All security teams, stand by! There may be an escape attempt shortly!” she warned as she remained riveted on the vision of pure passion and power before her. “Reinforce all security screens and cast fresh suppression spells! They are not breaking quarantine!” she further ordered and got a quick series of acknowledgments back, though some sounded slightly distracted.

Despite that, they couldn’t tear their eyes away while he slowly walked down the corridor towards the crystal recorder, a smug look on his face as his equally enhanced thestralcorn comrades appeared at the doorway behind him, waiting expectantly. In their midst were two much smaller figures who couldn’t be seen well over the others; the pair saw just enough of one to identify a feminized and thestralized Blueblood!

“They can’t get out. So what are they…?” a disquieted Borealis wondered as Concord reached the crystal recorder. He looked up into it, smiled, winked, brandished an odd crystal and then ignited his new horn.

“Hello, Major Borealis,” Concord greeted him directly in an unusually deep voice that boomed out over the crystal speakers as he somehow took control of the communication channels. “I know you’re listening, and I know you think we’re trapped. Or maybe you just hope we are.

“But the truth is, we haven’t left before this because we were content where we were. And don’t get me wrong—we’ve certainly enjoyed our time with Princess Bluebelle and Colonel Coltbait there, but we all agree it’s time for some fresh meat—and maybe even some fresh wine and cheese, since the Prince’s stock seems to have unfermented itself!” he noted with a glance back at the others, earning some eager nods.

Abruptly, his eyes narrowed. “As I understand from the Colonel that you were the one who denied my request for Nightmare Night leave, you are that meat,” he announced with a predatory grin and as he stretched out to show off his enormous and drooling organ, causing the Major’s legs to suddenly go weak and his head to feel faint. He couldn’t help it as he had a sudden, and very vivid image of that massive malehood being slowly inserted into him from behind, claiming and changing him as he stood magically pinned by the larger and more powerful male. He puckered hard as he swore he could already feel the tapered tip of the corrupted instrument entering him for a moment, finding himself both fearing and fantasizing about it as a wet spot formed over the tip of his own rapidly lengthening intimate appendage.

“It’s already begun, thanks to the good Princess Bluebelle here. Turns he’s a lot smarter than we thought—he had the means to not just bypass, but outright hijack all your communication and monitoring systems! Some subtle spells are already digging out your deepest fantasies and slowly but surely turning you all on. Given enough time, they alone would suffice to convert you!” he warned them all with a grin that showed off all his sharpened teeth, causing the Major’s eyes to go wide as he found his shaft quickly hardening, already pressing increasingly uncomfortably against his belly armor as a flush appeared on the face of nearby mares and thestral wings likewise began going erect all around him.

“We’d happily let them take their course, but we don’t want to wait! And besides, what’s the point if we can’t watch or take part? ” he mused aloud to a series of lustful growls and hisses from his corrupted comrades. “So be assured that whether mares or stallions, you’re all going to join us in the next few minutes! Sergeant Riesling’s also got a very special spell prepared to help speed things along and make sure your anti-curse armor enchantments won’t protect you. The only question is, will it be needed, or will this suffice?” he wondered aloud as he cast his own new spell, causing every communication crystal in the entire castle, including the fixed ones in the Command Center, to suddenly light up bright pink with an impossibly strong and all but irresistible mating aura transmitted directly from his horn.

Borealis and the others reeled, assailed by rapidly surging urges to rut anything that moved. The Major and other officers desperately slapped at their controls, trying to kill the communications crystals. But to their horror, they quickly found that they couldn’t shut the feed off; each second spent in the mating aura weakening their will to resist further as wings became so erect and sexually sensitive they couldn’t fly; a glance around the room told Borealis that several pairs of mares—and one set of stallions!—were already starting to make out!

Though the Major wasn’t sure Concord could see what was happening there, he smiled in great satisfaction as if he could. “By all means, bats, fight it if you can! In fact, I hope you do, Major—because I want you to last long enough for me to get there and convert you myself! So do try to keep your tight little tail untucked until I arrive!” he told him as he cut the connection, letting his mating magic do the work for him as castle sensors registered a fresh spell being transmitted through the communication crystals, washing over them.

He didn’t know what it was—he didn’t feel any immediate difference in himself other than his newly erect organ already pressing hard into his metal armor, which almost seemed to be slowly giving way before it—but he didn’t care as he felt the curse magic start to overcome him; directing him to surrender himself to the nearest stallion.

Sheer panic at being turned into a colt-cuddler overriding his surging passions for just a moment, the Major grabbed for the direct crystal line to Luna, one that used her own communication spell and not the standard castle ones, praying that made it immune to the magical hack. “Princess!” he shouted, not waiting for a response before continuing.

“The curse is loose! We can’t contain it! It’s about to consume us! Please help us!” he begged her in frantic tones before even that communication was cut and his command staff began slowly succumbing to the sensual spellcasting; the Nightborne Major feeling an impossibly great but not painful heat in his rapidly arousing loins as steam and smoke began to come off not just him, but the nether areas of every uniformed stallion and mare in the bunker!

Twenty minutes before the scheduled dawn—which Sunset belatedly realized would require Luna to bring about if Celestia was incapacitated or worse—Delta Requiem’s cape clasp beeped and blinked to announce an incoming message.

As the Royal Court Bard sang softly with the same tune Twilight and Sunset had heard before, the clasp glowed brighter. Within seconds it produced a live, full-scale projection of Luna that reminded a still-shaky Twilight of holographic projectors from a certain science-fiction franchise she knew, whose movies she had enjoyed even if its natural laws and physics made absolutely no sense.

“Lady Requiem! Report thy status!” Luna ordered without preamble as soon as her image resolved. Her imperious tone left Sci-Twi further reflecting that perhaps this version of Luna wasn’t that different from the Principal she knew for how commanding and assertive she could get, particularly when she was coaching or handling a crisis.

Though Sunset thought the request strange, Delta Requiem herself did not blink. “All is well, My Princess. We remain hidden and undetected, and with The Nightmare’s apparent defeat, I believe we are safe for now. We are standing by and ready to act—on both sides of the portal. As per your instructions, we are awaiting only your arrival before we put our plans into motion.”

“Good,” she replied, only to frown. “Though I’m afraid, Lady Requiem, that my arrival in Ponyville will be at least slightly delayed. For ‘twould seem there is a fresh crisis in Canterlot that demands my immediate attention,” she announced in some annoyance.

“A crisis, My Princess?” Delta asked, wondering what else could go wrong that night as Twilight and Sunset exchanged looks.

“Indeed. I have just received word that the curse has made it there as well, having somehow infected Prince Blueblood—and now, ‘twould seem, part of my own Lunar Guard. ‘Tis confined to the Prince’s wing of the castle for the time being, but it now threatens to overwhelm the Command Center I had been previously assured was secure. So ‘tis therefore my intention to ‘nip it in the bud’, as I have heard it termed, before it completely breaks containment!”

“That’s not good news, My Princess,” Delta said in prize understatement.

“I agree. But fear not—I will deal with it and deal with it quickly. In the meantime, your orders are unchanged: await quarantine of Ponyville before proceeding with your plans,” she quickly added before Sunset or Twilight could even think to ask. “For even if they fail, ‘twould be an excellent delay and distraction whilst I quash the curse in Canterlot.”

“As you wish, My Princess. But who will impose quarantine if not you? Are Prince Shining Armor and Princess Mi Amore Cadenza still en route?” Delta Requiem asked.

“They are, but I have ordered them to Canterlot instead to quarantine the castle,” Luna answered. “They should arrive ahead of me and ensure the curse does not escape at least long enough for me to deal with it.”

Lady Requiem frowned. “Then who will impose quarantine here? If you wish me to do it, I fear my spellsinging will not be up to the task for very long against a mage of Princess Twilight’s knowledge and power.”

“I agree. But fear not, my loyal Bard. Await the arrival of my reinforcements and a new pony I will dispatch to you before acting. Two centuries of Nightborne and Highborne thestrals will arrive within ten minutes to keep the city sealed. My chosen representative will be with them.”

“Chosen representative?” Delta echoed as Twilight and Sunset exchanged a questioning look.

“Yes. One with sufficient power to impose quarantine and act in my stead,” Luna confirmed, speaking carefully.

“Sufficient power? But who…?” Lady Requiem began with a furrowed brow, only to trail off as her expression turned from confusion to a mixture of distrust and distaste. “My Princess, surely you do not mean—”

“I do, Lady Requiem!” The Lunar Princess cut her off hard. “I know your feelings towards her, and I know you do not trust her. But given her…” Luna gave a quick sigh, looking distinctly uncomfortable, “... proclivities towards me, I have confidence she will carry out my instructions faithfully and not betray them, for to do so would be to betray me. I, in turn, expect you to put your feelings aside and work with her obediently!”

“As you wish, My Princess,” a clearly unhappy Delta grated out the words.

Sunset and Twilight exchanged another confused look; even the former had no idea to whom Luna was referring. “Um… no offense, Princess, but how is this mystery mare and a couple hundred bat-ponies going to contain this plague? Won’t they be vulnerable to the curse as well?” Sunset had to point out.

Luna’s head turned towards her in the image. “I have cast multiple defensive wards and enchantments on them to guard against it. Though they will not last forever, they will suffice until I return, and in the meantime, my chosen representative will know how to use their innate magic to keep the curse contained to Ponyville,” she told them somewhat cryptically. “As for who she is and how she will do it… you will forgive me if I decline to answer as I do not fully trust you, Sunset Shimmer. No offense.”

“None taken.” Sunset sighed and rubbed a hoof behind her head, having lost count long ago of how many times she had been told that and responded in the same way. “I wouldn’t trust me either, given my history,” she agreed sadly, to which Twilight put a hoof on her shoulder.

“Instructions understood. We will await the arrival of your company and your chosen surrogate before acting. But please be careful in Canterlot, My Princess. We have already lost Celestia to this curse; we cannot afford to lose you as well!” Lady Requiem reminded her.

“Fear not, my loyal court bard. Be assured that, from my own long-ago descent into madness, I am only too familiar with such insanity as this curse offers and am more than capable of resisting it!”

“But how can you cure it?” Twilight asked, only to belatedly worry that she was speaking out of turn as Luna turned to gaze upon her through narrowed eyes—Principal Luna didn’t like backtalk or people talking over her, so why would the Pony Princess version be any different? “N-no offense, Princess, but if Lady Requiem herself can barely cure one pony, then how are you going to deal with a dozen or more?”

“’Tis not a matter of me curing it, Twilight Sparkle of the human realm, as from your own reports, that will likely require the Elements of Harmony themselves. For now, ‘tis simply a question of halting its spread and ensuring it does not claim any more victims in Canterlot whilst we strike at the contagion’s source. And that, I assure you, I can do.”

Without offering an explanation—in the end, Luna wasn’t sure she trusted Sunset Shimmer or her friend, even if she was a doppelganger of the pony Twilight Sparkle—she cut the connection and then activated another one in her place, sounding a hail in a distant location. But to her great annoyance, it was not immediately answered.

Even before her possession by the Nightmare or after her recent cleansing by the Elements of Harmony, patience had never been one of Princess Luna’s virtues. “Juniper Neptune XXX!” she called out imperiously, her voice echoing throughout a distant palace in Star City in Eastern Thestralslovakia; her spell enabling it to travel even through the airless void that occasionally existed at the Temple of Karabor’s heart.

“By my order, cease your studies of the Twisting Nether at once and answer the summons of the Lunar Crown! I have an immediate need for you and your power!” she called out in her Royal Canterlot voice, which was enough to shake the columns that held up the roof of the temple whose walls held but a single permanent resident.

Another ten seconds passed before her summons was answered, but not by a new projection. Instead, the stormy skies rolled up like a scroll revealing a starry sky marred by dense plumes of purple clouds, streaked with magenta trails of raw magical energies crisscrossing lazily through the void of outer space. Pink gashes of lightning sliced between the clouds with a thundering roar, lighting up the awaiting ponies below; the Lightborne watching in awe while the Nightborne were in some fear.

In contrast, Luna’s only reaction to the display of pure power was to roll her eyes, tapping a forehoof impatiently while the thestrals around her began murmuring in anxiety and excitement as they sensed a powerful mage approaching.

A twisting column of pink mist then plummeted from the sky like a mini-tornado. It touched down directly in front of Luna with a howling wind, writhing in place and washing the trio in a gale of bone-chilling cold. From the center of the funnel a large and slender albino thestral mare, her face and torso hidden by equally oversized membrane wings while being buffeted vigorously by the high wind, slowly descended as if suspended by an invisible rope.

An awkward silence, punctuated by low rumbles of thunder stretched on for a moment longer while the huge, ghostly pale figure hid beneath its wings when Luna finally cleared her throat loudly. “Are you quite through, Juniper Neptune?”

Her hooves touched down silently as the nether sky above them erupted in blinding flashes of light and booming peals of thunder that left their ears ringing. “I… am not... PREPARED!” The thestral mare called back, her voice strained as the raucous cosmic light show continued above their heads. She seemed to be struggling against something unseen from behind her pale and semi-translucent bat wings.

Luna’s impressively large ears splayed back against the side of her head in impatience and frustration. “Enough with such pointless theatrics! I am neither impressed nor in the mood, High Priestess! So appear before me this instant! For the fate of all Equestria hangs in the balance!” Her royal canterlot voice again boomed out.

“Oh, very well!” The pale stranger replied in disappointment before throwing open her wings with a loud and impressive fwoop! The ice-violet funnel then dissipated, and the sky became a placid sea of familiar stars once more.

“Princess Luna!” A robed thestral mare, endowed with a long, ivory magical horn bowed low, her pale, pink eyes swimming with emotion. “Avatar of the Moon and Keeper of the Night! I am Juniper Neptune the Thirtieth, at thy service! I admit I am taken aback by the urgency of your summons, but honored to be called upon! And how may I, the humble High Priestess of the Highborne, serve thee?” she asked formally but slightly breathlessly, her pale cheeks glowing with a rosy hue.

Luna looked her over and smirked, deciding the High Priestess indeed looked humble with half of the lapels on her long, crystal-studded robe left unattached, including the one that secured the sheath of her impressive stallionhood to her belly — the enormous male package wobbling half-erect beneath her, still trapped inside the sock of her priestly garment.

“What? Get back! She’s already cursed!” Luna’s Nightborne General recoiled, causing all the dark-furred ponies to fly backwards while the light-furred ones merely smirked at the reaction.

“Neigh, General—‘tis hard to believe, but ‘tis in fact her natural state! So, methinks you were not searching the Nether but breaking in a new acolyte, then?” Luna guessed, causing the Highborne thestralcorn’s flush to deepen. “Never mind. You will put yourself to rights and proceed with this company to Ponyville immediately, Juniper Neptune, High Priestess of the Highborne! For whilst I deal with a minor matter in Canterlot, ‘twill fall upon you to act in my stead and contain a curse in my absence...”

32: Mating Round

Trigger warnings for: Interspecies thestral mare/griffon eagless sex, sensual combat between futa females, and a series of shameless references to a certain ‘80s swashbuckler movie! —Firesight

Forty minutes earlier…

“So let’s do this, Shadowdash,” The newly renamed Night Owl went into a pouncing crouch like the pale-furred lioness her hindquarters still looked like, holding her hips a bit higher to prevent her impressive male attributes from dragging. “Mating round time! I swear by my ancestors that before we’re done, I’m gonna make you beg to lose!”

Shadowdash’s only reply was a toothy grin of her own, showing off her new sharp thestral fangs. “Back at you, Owlie. Now come and get me!” she grinned as she got into her own crouch and flared her new membrane wings for takeoff, waiting expectantly for Eclipse to give the signal to start, which she readied to do by stepping between them and addressing them both first.

“Very well, my sensual servants. You both know the terms of victory, and the reward for the winner—the first who is forced to climax loses, and the winner becomes my new Captain with their respective teams added as my Elite Guard… who shall immediately be inducted into my service,” she announced with a lick of her lips to an eruption of trash-talking between the two sides, Night Owl backed by her former Post Office colleagues-turned hippogriffs while Shadowdash was urged on by the weather team she had converted.

“I expect this duel to be as honorable as it is arousing, and for both sides to acquit themselves well. And as time may soon run short before our final set of opponents arrive…” She stepped between them and raised her hoof, causing the pair to settle deeper into their respective takeoff crouches; Night Owl’s still-leonine tail twitching like she was on the hunt.

“Combatants—begin!” Eclipse gave an age-old ritual command to start a duel as she fired off a flare from her horn, a phrase which Shadowdash instantly recognized she’d borrowed from days of yore.

To the surprise of those who had never seen a mating round before, the initial action was quite rough as the pair pounced and went immediately after each other with a series of slashes and punches that were not pulled. They circled, darted, dove on and even outright attacked each other like the combat was very much in earnest, to both cheers and some uncertain murmurs around them, though sharp eyes occasionally picked out efforts to grope or outright fondle apples and erect organs alike.

They separated after the first fifteen seconds to reveal neither party had been touched, as each was able to parry the other’s initial strikes. “Impressive, Dashie. So you’re using the Cirrus Stormrunner defense against me, eh?” Night Owl noted as they continued to circle and probe.

“I thought it fitting, considering the airborne battle,” Shadowdash replied easily. “It’s what I teach in the Wonderbolts. So nice to find another eagless who appreciates the Interspecies MMA!”

“Naturally—I used to go watch the fights in Arnau every chance I got. I was really into it and learned every style I could when I was younger. If you’ve seen them too, you must expect me to counter with Crushing Claw,” Night Owl bantered, shifting her stance and strikes to allow for a series of short but strong thrusts with her foretalons, trying to penetrate her opponent’s guard.

“Naturally. But I find that Rolling Thunder cancels out Crushing Claw,” Shadowdash replied calmly, avoiding the focused strikes and penetrating the bat-griffon’s guard with a wide swoop of her wing to land a hard hoof blow on her chin. “Don’t you?”

Night Owl shook it off quickly, her eyes glittering and blood visibly pumping. Her accelerating heart rate was visible in her pair of prominent phalluses, causing her very veins to noticeably pulse. “Unless the enemy has also studied Wing Warrior!” She countered with her own wings to bat Shadowdash’s aside and knock her off balance, leaving her vulnerable to the slashing strike she then delivered from the side, leaving a series of oozing red lines on Shadowdash’s cheek. “Which I have.”

But far from unhappy, a now-sweating Shadowdash smiled even broader. “Not bad, Owlie…” she admitted as she rubbed her jaw lightly and licked at her blood, the slash wounds quickly healing from her enhanced magic, disappearing before the eyes of all. “By tagging me like that, you’re already one up on Gilda, you know.”

“Oh, please. Like that would be difficult!” Night Owl mocked with a dismissive wave of her talons. “I did a round with her once myself, you know. She left me completely unsatisfied—she only fought half-heartedly before just rolling over and offering herself up, and then all she did after was talk about how much better it was with this ‘Dweeb pony’ she once knew.” She rolled her eyes, then smiled. “So you’re already one up on her!”

“Aw, so she does miss me…” Shadowdash turned wistful for a moment. “Yeah, well, she’d never admit it, but she wanted to lose! Gilda loves being dominated and turned into a toy, but only after she’s well and truly beat. So you’re saying she didn’t fight?” she had to ask again.

“Not in the least,” Night Owl confirmed, her twin organs going slightly slack at the memory.

“Huh. That ain’t like her at all,” The former Rainbow looked worried for a moment. “Maybe she’s depressed. I know—when we invade the Kingdom, I’ll go find her and convert her. That should cheer her up! But before then, I guess I need a new eagless to enjoy. And you’re it, Owlie—so prepare to be bottomed!”

Night Owl grinned and lowered her head as her hybrid griffonhoods quickly went rigid again, pointing out slightly to either side of her belly. “In your dreams, ‘Dashie’. As it happens, I enjoy being on top, too. And I don’t ever surrender myself to those who haven’t earned me—no groping and definitely no rutting me without winning a mating round… though I’ll happily do it all to you!” she said with a knowing look over at her Post Office colleagues, where Male Call, formerly called Priority Parcel, blushed hard as he received some teasing nudges and asides from his other coworkers. “So if you want to enjoy this eagless, you’ll have to beat her!”

“Just like Gilda, then. That’ll be my pleasure!” Shadowdash lowered her head and charged her bat-griffon opponent again, the pair trying to outmaneuver each other. They grappled for a moment talon-to-hoof before Shadowdash stole a kiss from the larger female, locking lips with a surprised Night Owl’s beak briefly. She then used some Judyitsu she’d learned in the Wonderbolts to throw her off-balance form towards the floor, causing her griffon lionhoods to bounce hard off the feathered half of her belly and her quartet of teats to wobble hard around them; their hardened tips inscribing circular patterns in the air.

Shadowdash grinned at her surprise, taking the opportunity to swoop in and pin her on her back against the crystalline surface. She then slipped her single stallionhood between Night Owl’s twins, causing her to stiffen. The larger bat-eagless took a shuddering breath as her two tiercelhoods were then pressed into her pony opponent’s single shaft from the side and simultaneously stroked by her wing fingers, causing her to shudder and arch her spine into it.

“Not a bad pose, Owlie—on your back where you belong! You wear it well! So maybe all griffies are secretly subby, just like that one over there.” She nodded over to where the recently arrived tiercel was on his knees before Spike, lovingly worshipping his new Dragon Lord’s twin dual malehoods with his tongue and talons as the now-adolescent drake audibly groaned.

Despite the stimulation and a growing urge to give in, Night Owl bucked her leonine hips hard to throw Shadowdash off and then rolled over top of her, reversing their poses to pin her with her greater weight and strength. The cheers instantly flipped from the thestral side of the room to the hippogriff one as she flared her large wings triumphantly over Shadowdash’s, pinning the latter with the pads of her hind paws, making kneading motions to stimulate them.

“Sorry, Dashie, but I don’t let anycreature, pony or griffon, dominate me, except where Certified Male is involved. He conquered me with his sheer masculinity and mating magic alone!” She gave him a loving look, causing him to stand up straighter and earning him some teasing flattery from the other postal workers; the mares of the group pressing close and nuzzling him as their new herd stallion while Male Call reached down with his neck to worship his manager’s two vertically aligned erections from below.

“Oh yeah? I’ll take that bet!” a flushed but cocky Shadowdash promised from beneath her, though she made no immediate move to throw her off as Night Owl gave her a long lick along the entire arc of her neck and chin. The larger bat-eagless then shifted her weight a bit further up her belly to grind her marehood along the rear half of the mare’s eighteen-inch organ, slickening it with her saffron–scented honey and giving a rapt Shadowdash a spectacular view of her two tiercelhoods and the mammaries bracketing them, their tips drooling on the former Rainbow’s face and chin.

“Then you’ll lose! He alone has the right to have me as a female, and in whatever manner he wishes. I don’t know if this new form lets me bear his cubs, but I happily would!” she announced as she drew her tail up and along the length of Shadowdash’s wide and wet marehood, giving her oversized nub a final flick with her tail tassel for good measure.

Her efforts earned a slow hiss from her thestral opponent followed by a startled gasp, leaving Shadowdash marveling at how fine Night Owl’s focus and control truly was. “He’s really that good?” she asked even as she grappled wing to wing with the other female and found she couldn’t budge her, her fighting blood growing along with her excitement as she found the large eagless a true challenge and fighter, to say nothing of incredibly passionate, powerful and beautiful!

“He really is! But bearing his cubs isn’t to say I don’t want to sire a few, too. By the crows, I don’t even know if I can now impregnate other races with these tiercel toys, but considering what I did to Package Handler’s herdmates and daughters? I guess we’re going to find out!” She put a set of talons on Shadowdash’s head to hold her in place and began positioning the tip of her leftmost eagless organ at her opponent’s muzzle, its magic-soaked musk and mingled male and female scents causing the latter’s head to spin.

“Those are good questions, my exquisite eagless…” Eclipse agreed from the elevated perch from which she presided over the duel, watching it proceed with keen interest but stealing the occasional look over at Spike and Peregrine Pacil. She wondered idly from the latter’s deliciously submissive behavior if male griffons were in fact somehow predisposed to enjoy dragons, or if Spike’s sheer masculinity sufficed to turn even a young tiercel on to him. “But as you say, ones that I’m certain will be answered soon enough.”

Night Owl paused long enough to bow her head to Eclipse. “Thank you, My Queen. It will be my greatest honor to help serve your sensual cause… after I help myself, that is!” She then grasped the upper part of her leftmost organ to guide it into Shadowdash’s slackened jaw while keeping her squirming and excited form pinned beneath her. She further ensured the former Rainbow remained disinclined to move by reaching down with her long leonine tail to circle the base of Shadowdash’s single half-thestral stallionhood, squeezing and stroking it.

The unlikely action made Eclipse realize the converted eagless had not only acquired thestral looks, but the prehensile abilities of their tails! “Amazing…” she murmured to herself, accepting a mixed drink served to her by a stallion siren floating up beside her, an earth pony bartender formerly named Last Call who had a dish towel over one arm and a platter held up in the other.

He had appropriately renamed himself Lust Call; Eclipse taking enough time to kiss him and manually stroke his grasping organ with her hoof. He stayed long enough to savor it, curling its tip around her appendage and singing softly for a few moments before departing her with a bow, going off to take more orders. “Is there nothing this magnificent magic cannot do?”

“You know not the half of it, my liege. But I’ll be happy to demonstrate! So just lay back and relax, Shadowcrash, and enjoy your own submission,” Night Owl said gleefully, then manipulated her tail to tilt Shadowdash’s organ up, pointing its tip at the base of her tail as her own eagless organ parted a shaking Shadowdash’s lips for the first time.

But before either entry could be achieved, Shadowdash’s eyes flashed and a strong wind came up around them, pulled inward and then upward. It caught a surprised Night Owl’s large flared wings like a parachute and forced her into the air as her Nightborne opponent then used the generated gale to flip her over and slam her back down against the floor, holding her there while she gathered up a pair of clouds that had been brought in earlier as beds for new lovers.

The hurricane gale blasted outward from the site to ruffle manes and membrane wings. “What? Hey!” Night Owl protested into the downward-pointed gale, finding herself held fast to the floor beneath her.

“Sorry, Night Fowl, but unless you’re a Wonderbolt, you do not get to call me by that nickname,” Shadowdash informed her, showing her teeth along with her grin as behind her, Thunderlure snickered while Cloud Tucker laughed out loud. “I admit that you’re stronger than me, Owlie—no small feat, by the way—but you’re still a griffie, and that means you can’t control the weather!” she proclaimed, emphasizing her point by anchoring the stunned but sorely aroused larger female’s limbs in place with pieces of cloud attached to the floor. She slipped them over her opponent’s hind paws and foretaloms before hardening them around her bound limbs, causing Night Owl to struggle for a moment and then gape up at Shadowdash as she realized she was completely trapped.

“There we are. Just look at you now, Owlie—so much to molest, and so little time,” she said with a lick of her lips as she cut her wind and then hovered over the larger female, whose twin tiercel organs twitched hard as she saw Dash lazily considering her. “See, this is why I like eaglesses—they’re like a tasty Las Pegasus buffet, chock full of toys to tease and tuck! I mean, just check out all those goodies—two tiercelhoods, four teats, two wings, one beak, one marehood, and one tail! All just begging to be touched or taken! So which do I do first…?” she wondered aloud and slowly stroked herself as a suddenly speechless Owlia began to squirm, hard.

“Guess I’ll go for those nice big ‘boobs’ of yours first—that’s what Queen Eclipse says humans call them, you know. And for the record, I always did like the fact that griffies have four!” Shadowdash made kneading motions at them with her hooves.

“I admit, I’m really tempted to let you do it,” a breathless Night Owl granted, amazed at her own reaction to the threat, starting to wonder if Shadowdash—or worse, Gilda!—had been right all along—that submission could be even more fun than domination! “I’m enjoying this round immensely, and I mean this from the bottom of my heart—you’re awesome, Shadowdash!”

“Why, thank you, Owlie. It’s what I was born to be!” she preened, turning long enough to give a grooming lick of her wing before hovering lower, savoring her sensual buffet of eagless attributes to come. “So why are you not conceding? Or do you want me to get you off first and make it official?” she suggested hopefully, devouring Night Owl’s bound form with her thestral eyes again, cataloging each of her erotic features in turn.

“Because I know something you don’t, Dashie.” An odd gleam appeared in Night Owl’s eyes.

“Oh yeah? And what’s that? That you’re all subby and loving it?” Shadowdash suggested playfully, to a series of whistles, whinnies and howls. “Guess you’re not so different from Gilda after all!” she further mocked, only for Night Owl to hiss like a bat and suddenly break her cloud bonds, dissolving them and throwing a fistful of cumulus into Shadowdash’s eyes. She followed it up with a massive blast of wind from her own freed wings that bowled the smaller pegasus-turned thestral over several times and nearly knocked her into a wall, causing her to blink as she found herself struggling to right herself in midair.

“Wha—? Wind? But you can’t—” Shadowdash barely got out as she frantically rubbed at her eyes only to be tackled hard before she could clear her vision and slammed to the ground, Night Owl pinning her in place with her larger weight and her wings flared in triumph and excitement over her.

“Can’t what?” the bat-eagless asked as she nipped with her beak along the edge of Shadowdash’s ears, pinning her with her considerable weight while grinding her buckball-sized mammaries into Shadowdash’s only slightly smaller ones, teasing them—and her own—to sharp attention and leaving both fully cognizant of the contact. “Can’t manipulate weather? I figured out I could do that even before we got here. Don’t believe me? Here’s another example!”

She lifted off of Shadowdash and drew up her bat-wings just enough to call up a chill wind from behind them to pass between their slightly separated bellies, the bitterly icy air causing their teats and applesacks to crinkle hard and become exquisitely sensitive, the former standing out even more stiffly from their combined six belly breasts.

“H-holy…” A shocked Shadowdash barely managed before Night Owl settled back on top of her; the hot flesh of the griffon phalluses contrasting sharply with the cooled and supremely sensitive surfaces of her mammaries.

“Oh, you like that, Dashie? Don’t worry, there’s plenty more to come! And as for my weather control, it now makes perfect sense, you know—from what you said, I got converted by a pegasus just by flying through the rain? Well, since I acquired some pegasus traits, that means I’m now able to control the weather just… like… you,” she said with each fresh nip of her beak on a shaking Shadowdash’s ears as her wing claws locked with her thestral opponent’s to hold her down, preventing them from flapping enough to call up more wind.

“Game, set and match, marefriend! So I’ll accept your submission at any time…” She offered easily, only to grin evilly, her glowing eyes narrowing as she licked her muzzle again. “But on second thought, why bother? To the victor goes the spoils…” she announced, shifting herself to enter the now-trapped and sorely aroused Shadowdash, who felt her ownexcitement grow from sudden worry that she might actually lose!

“Whelp, it’s been fun, but time to get tucked, Shadowdash. And by the time I’m through with you, I’ll make you scream my name!”

A passive and helpless observer to the sexual insanity around her, Starlight Glimmer wasn’t sure how much longer she could hold out before she gave up and surrendered fully, offering herself up to be remade.

Despite her bound form and restrained aura, the latter unable to cast due to a hex on her horn and most of her magic drained from the duel with a corrupted and converted Twilight, her body and mind were doing its best to betray her as she continued to soak up all the ambient mating magic and pheromones in the air. Worse, she found herself involuntarily flagging her tail and winking at passing ponies regardless of type, who snickered at the sight and occasionally teased her. But they made no move to take her as they knew she belonged to their self-proclaimed Queen.

Q-Queen… Starlight repeated the word to herself. She wondered if the Twilight she knew and admired was gone forever, anticipating and dreading when she finally carried out the promised corruption of Starlight herself.

As the interminable wait dragged on and sexual activity around her ramped up, Starlight found herself admiring the various conversions she saw, from Timberwolf ponies to the android ones—how had that happened, even alchemically?—and worse, thinking about what she might actually like to become when her time finally came.

A dragon pony would be nice. That would mean I can breathe fire and could hang out with a total stud like Spike who not only looks good, but treats everypony like GOLD! she reasoned, watching him conquer and corrupt a newly arrived griffon tiercel with his masculinity alone, his mere presence turning the other male gay for him on the spot!

Wha—? She blinked hard at that, having never seen him sexually before—given their longer lifetimes and slower maturation rates, he’d been pre-pubescent even for being in his middle teens, and he’d never shown any interest in her before either, enamored with Rarity as he was. But now?

Now she shivered as she closed her eyes and imagined him giving her the same treatment as the griffon tiercel. She fantasized fiercely about following in his wingbeats to willingly surrender herself body and soul to her new Dragon Lord, serving as both his mare and mage.

Abruptly her eyes snapped open again. NO! Don’t give in, Starlight! Help is coming! she tried to reassure herself, wishing she could tap her magic just enough to at least put herself to sleep. But Eclipse’s spellcasting ensured she could neither talk nor cast, forced to stay awake and silently watch all the activity around her. It would have been frightening; even terrifying to her if it wasn’t so incredibly arousing, not knowing when or how she would finally be taken.

Or by whom.

At that moment, a Cyberpony passed by along with two dragon ponies; Starlight dimly recognized the former as Cherilee and the latter as Cup and Carrot Cake from Sugar Cube Corner, chatting amicably about everything from the weather to Spike—from what they said, Spike had seduced them?—and then how best to have sex together.

At least with the cyberponies, her interest in becoming one made perfect sense. She’d been amazed at human technology from her earlier visits to the human world, which she found a very exotic magic in and of itself. And near as she could tell, the Cyberponies were masters of it, able to think and respond at rates far exceeding anything a pure pony could.

Their techno-enhanced bodies were also incredibly malleable and versatile, as Cherilee proved as she sprouted a pair of metallic wings from her back to take flight along with her two old friends, who then proceeded to have sex with her in midair. They sandwiched her between them as several sirens circled them and sang, adding their own power to fuel their passions further.

She watched, enrapt, as the Cakes simply pressed their twin organs together to make a single large one and then plunged them into Cherilee, Carrot Cake from behind and Cup Cake from in front; a series of techno-tendrils further connecting them to Cherilee to share their sensations and ensure they climaxed together, which they did with an eruption of electric-blue sparks and dragon flame alike.

Realizing where her thoughts were going yet again, she tried to purge them, promising herself for the hundredth time since she’d awoken to her inescapable predicament that rescue was on the way. But her desires simply cast themselves on another target instead, as two more altered ponies passed her and she saw their glowing green eyes and half-wooden forms; large and erect canine organs drooling a steady stream of glowing green seed on the floor beneath them that left a series of small sprouts and moss in their wake, their forest magic enabling them to take root directly on the stone floor.

But a Timberpony would mean that I could not only control all flora and travel through the forest instantly, but I’d be under Annie Smith! Hay, she’d probably even be the one to convert me? Or maybe… She suddenly had very vivid visions of her near miss with the older-but-no-longer-elderly mare in Twilight’s study.

She instantly recalled her summoned vines encircling and trapping her limbs before pulling them apart; the very wood of the table beneath her forming itself into a canine phallus to claim her. The Apple Family Matriarch clearly knew herself and her power well, and Starlight found herself attracted to both that and her dominant streak.

M-maybe she wouldn’t do it herself, though… i-if she considers me beneath her, m-maybe she’d just have her betas do it instead? She then imagined herself at the center of an entire pack of them, with not just her muzzle but her marehood and tail tied and pried deliciously open, forced to accept and even be impregnated by their verdant seed while her ears and teats were nibbled on, submitting her fully as she was inducted to the pack and made presentable for her new Alpha—the Intelligent and Alluring Annie Smith herself!

If she hadn’t already been magically bound and held fast to the table as a centerpiece exhibit, she would have fallen to her knees from the sheer force of the fantasy and might even have climaxed right then and there.

But she just barely held on, knowing well by then that to climax meant conversion, squeezing her eyes tightly shut and biting her lip hard to prevent it. The available evidence suggested that it couldn’t actually happen until she was rutted by an already-converted pony, but nor could she take the chance.

Then there was Twilight herself—no, Eclipse, she corrected herself with both a sinking heart and soaring excitement, conceding that the Twilight she knew and admired was gone. S-she wants me as a student again, s-so why not let her? She knows all sorts of sensual spells and those tentacles she can summon… A trickle of hot honey left her over-aroused marehood which flowed downward over her tail dock, nearly causing her to climax on the spot when a blast of cold air hit from the battle between Night Owl and Shadowdash off to her side.

Once again, she held it off, but only barely, part of her fearing it was only to save herself for Eclipse. If SHE converted me, I’d not only become a bat-pony, but maybe I’d gain some of her magic! Thestralcorns are said to be exceptionally strong and skilled mages, right? Then I’d be even MORE powerful, and maybe then I could take her! Or maybe just… her eyes glazed as she imagined herself defeated again by Twilight’s vast power, turned into not just her student but an ‘acolyte’ of both the arcane and erotic arts. A student who would, far from fighting her, be conditioned to carry out her will only too eagerly, expanding the boundaries of her new Empire ever further.

Though inwardly appalled, her mind still took the fantasy and ran with it. F-First thing I’ll do when the Queen allows me is head north to find Sunburst. I’ll take him and MAKE him love me! With his new Thestralcorn power combined with mine, we’ll become the mightiest mages in the world! And then between us, we’ll conquer the entire Crystal KINGDOM before coming back to conquer Eclipse HERSELF!

A slightly evil and maniacal smile broke her features briefly before she blinked and slumped. She had to stifle equal urges to both clop and cry, as she felt every selfish or evil impulse she’d ever had trying to reactivate all at once along with her erotic urges.

With her strength and sanity now hanging by a thread, she couldn’t help but whimper and offer up a silent prayer to the Moon Goddess herself—an entity she never believed in—for salvation from her coming sexual enslavement, or failing that, simply for her torment to end.

Her sole consolation and only remaining reason to resist was the knowledge her capture had not been in vain—that her efforts had enabled Trixie to escape across the portal and deliver her warning to the human side, which, she had been relieved to overhear, had already resulted in Sunset Shimmer crossing over and quickly relocating the portal out of Eclipse’s reach.

But far from considering it a setback, Eclipse had used it to gain advantage over The Nightmare and also saw it as an opportunity to capture and convert her pony-turned-human friend. Starlight couldn’t help but reflect ruefully again how badly she’d misread and underestimated Twilight all this time, not just for the duel she’d lost but for all the careful planning and contingencies her former teacher had come up with. She’d watched in amazement as Eclipse fought the all-powerful Nightmare to a standstill in a magical battle and then induced Rarity to expel her without any force or magic at all, freeing her without hurting her and, even more incredibly, preserved the Nightmare’s power within her.

A power the corrupted Rarity had then not hesitated to turn on Starlight herself, revealing her deepest fantasies to Eclipse so she could tailor her coming conversion to them.

But worst of all for Starlight as she awaited her near-certain fate was the knowledge that she had only herself to blame for what had happened. Again. Only this time, instead of accidentally turning her friends into mindless servants subservient to her will—and how fortunate she hadn’t been her old self still running Equal Town, for what she might have made them do!—she’d accidentally turned them into unstoppable sex-crazed nightmare versions of themselves with the powers and personalities to match.

She still didn’t know how it could have happened. It made no sense. Yet, no matter how many times she reviewed it in her mind, she kept coming back to the same impossible and nonsensical conclusion—it was the anxiety suppression spell she’d cast on Fluttershy that had somehow caused everything, setting off a sexually transmitted plague of corruptive magic that now threatened to consume not just Equestria but all points beyond.

Even if I somehow get through this—even if Sunset somehow saves us and stops all this—how do I go forward from here? How do I EVER live this down? She had no answer for the qustion, offering up a silent prayer for deliverance again.

Her mind reeling and the temptation to surrender still growing, she wondered how much longer she could hold out before Eclipse finally decided she was ‘ripened’ enough or she simply could no longer stand it, climaxing and then transforming from all the sexual energy in the air alone.

“Whelp, it’s been fun, but time to get tucked, Shadowdash. And by the time I’m through with you, I’ll make you scream my name!” Night Owl proclaimed as she stood over Shadowdash’s prone form.

“Having some trouble there, Dashie?” A smirking Cloud Tucker called from the sidelines, just a short distance away. “If she’s too strong and sexy for you, you can always let me take over if you like!” She offered Shadowdash the edge of her wing to slap.

Both combatants hissed at her sharply. “Don’t you dare!” Shadowdash shouted over her shoulder.

“This is not a tag team match in the Equestrian Wrestling Federation, Cloud Kicker!” Night Owl added angrily. “You don’t ever interrupt a griffon mating round unless you want to join it!”

“It’s Cloud Tucker now.And I know—I’ve had a few myself,” An unrepentant Cloud Tucker closed her eyes and grinned at the memories. “Trust me, I know all about submitting tough-girl griffies like you, Night Owl.” She bared her pointed teeth with her grin while a series of oooos erupted around her. “I actually agree with Dashie there on this much—the proper place for an eagless is on her back, begging for it.”

“Oh, really?” The former Owlia’s glowing feline eyes glittered as she fixed them on the smirking mare. “Then as soon as I’m done with Shadowdash here, I’m taking you next!”

But Cloud Tucker’s grin only got broader. “Why wait? I’ll take that tawny tail of yours right now if you like?” She stepped forward to a mixture of laughter and lustful growls.

“Word of warning, C-T—if you enter the ring out of turn, then you’re gonna face me.” called out Courier Six, a former unicorn mail courier of the Moojave Express who now worked at the Ponyville Post Office. She spoke up in low tones over her hippogriff beak, lowering her head while tipping the front of her Stetson hat up to give the other mare a cocky but steely look, one enhanced by her new predatory features. “And if memory serves, you didn’t come out on top last time we tussled!”

“Aw, so you do think about me!” Cloud Tucker replied with a cocky grin. “Only because I let you! And anytime, Courier Sex!”

“So, Owlie… winner also gets to put C-T’s flank in its place?” a smiling Shadowdash suggested to Night Owl from beneath her.

The bat-winged eagless smiled back, her annoyance quickly turning to renewed lust and affection. “Love to. But pleasure before business! Now where were we? Ah, yes…” She licked her beak hungrily as she devoured Shadowdash’s prone form again. “I believe I was about to win this round by rutting you senseless and making you scream my name? So let’s get started.” She kept Shadowdash pinned with her weight and wing-generated wind while she squeezed her twin tiercel organs into the sides of Shadowdash’s single stallionhood, rubbing them together while also grinding their seed suppliers and belly breasts together from above her equine captive, to the immense enjoyment of both.

The stimulation caused Shadowdash’s hips to involuntarily buck and the duo to close their eyes briefly and rumble low. They took a few moments to savor the sensations, each marveling anew at even having them; the two females suddenly gaining much greater insight on why males of both species were so insatiable and driven to fill any available orifice around them. “I admit it—I’m tempted! You’re amazing too, Night Owl. I haven’t met anybeing, pony or griffie or otherwise, who can take me in a fair fight.”

Night Owl smiled and nodded, giving Shadowdash’s shaft an additional and surprisingly affectionate squeeze. “Why, thank you. After twenty years of combat training inside the Griffon Military and out, I should be!” She flared the crest of her headfeathers in pride as she spoke. “And I mean this as well—I really like you, Shadowdash! I can’t remember the last time I’ve enjoyed a round with another eagless so much as this one, let alone involving a mare! But as the saying goes, all good things must come to an end.”

She grinned at her own turn of phrase while she shifted again to push the tip of her rightmost organ more firmly against a squirming Shadowdash’s marehood, causing the latter’s breath to catch as she began to pry it open with its narrow tip and push inside. “Stop struggling, fillyfriend—you can’t get away and my wind means you can’t throw me off. So just lay back and enjoy your defeat!” she growled low as she inserted the tip of her organ an inch into the other mare’s.

“As fun as that might be, get used to disappointment!” Shadowdash snagged a scrap of cloud from the wind on the end of her wing and then triggered a spark from it that struck Night Owl directly on the flank. The sudden and very sharp shock caused her to jerk away and yelp, forcing her to lift her left hind leg off the ground and stopping the flapping of her wings for a moment.

Her organ slipped out of Shadowdash as the former pegasus freed her left wing and sent a blast of wind into her opponent from the side with a single powerful beat, using the converging gales to quickly twist them into a miniature tornado.

Yanked into the air and disoriented from being spun around several times, Night Owl was still trying to get her bearings before Shadowdash slammed into her upper back from behind, instantly putting her into a headlock, pinning her left foreleg uselessly over her head and her right to her side.

“Hey! That’s not—” Night Owl’s voice trailed off as Shadowdash began massaging her flight muscles, causing them to go stiff as the wind called up by the former pegasus weather team captain kept her wings filled with air, holding them both aloft even without flapping and preventing her from throwing the smaller female off.

“Fair? Sorry, Owlie, but size and strength aren’t everything, especially when your opponent has all the leverage and control of your wings! I fought in the Interspecies MMA regional circuits, so I know exactly where all your weak points are!

“And sorry again—even if you have pegasus weather powers now, you lack experience in them. You don’t know how to use them properly, let alone sensually,” she all but purred in the other female’s hidden ear, reaching around to grope and tweak a single teat. The unexpected action elicited a sudden gasp and twitch of Night Owl’s half-feline phalluses, keeping her from focusing enough to form a new strategy or aware of much else except her increasingly submissive and sexually stimulated state. “But I do, so let me show you how it’s done!”

While keeping her headlock on the larger female, she made a series of wide sweeping motions with her thestral wings to gather moisture and compress them into clouds behind her, then brought them forward to gather them around her hooves and rub them together, generating some static within them.

“You know, Gilda used to love it when I did this!” Shadowdash ran the electrically charged clouds over Night Owl’s flight muscles. The light current within them elicited a ragged breath followed by a startled but pleasured griffon squawk; the stimulation causing her large wings to flare even wider and her back to arch automatically into them. “Of course, she’d never admit it—she’d always say something like ‘don’t think I’m liking this, you dweeb!’ usually about a minute before she came. So what do you think, Owlie?” she asked a gaping and gasping Night Owl, who found herself unable to break free, and worse, increasingly unwilling to do so.

“I’m n-not…. Gilda…” she claimed again as she made one final effort to throw Shadowdash off her back, only for a sudden increase in voltage—and the accompanying pleasure—to freeze her again.

“Could’ve fooled me!” Shadowdash snickered, reaching around to massage her feathered chest in the same fashion. Night Owl’s eyes bulged and her griffon beak dropped open further as a massive erotic tingling erupted all over her torso. Her enhanced nerve endings gorged themselves on the electrical energy, shortly leaving not just her wings but her limbs and spine so stiff as to be nearly immobile. Her hind legs and claws also splayed hard as the nerve endings within them went off in turn like Minotaurian firecrackers, leaving her able to do little else but accept the intense and increasingly irresistible stimulation.

“There we go—just like Gilda; you’re now putty in my hooves. See what you can do with just a little ‘juice’?” Shadowdash gave a low and lustful rumble, and then began moving her cloud-gloved hoof downward with tantalizing slowness, towards her opponent’s twitching teats and tiercelhoods.

Night Owl stiffened at the sight alone, her hindquarters going rigid in anticipation of the touch. “N-no… I can’t…”

“Oh, tough girl, huh? You’re one up on Gilda again! Then how about this?” Shadowdash began to knead the larger eagless’ mammaries with her hooves and the soft, cool clouds, eliciting a series of half-swallowed hisses of pleasure as she hit all four in turn.

“Oh, you like that? Not surprising—Gilda loved this, too! Of course, she had a lot less breast to work with than you do. Yours are just so big and grope-able, Owlie! What mare or male could ever keep their hooves off them?” she wondered allowed with a glance downward, where most mares and males were indeed fixed on the foursome. Unicorns quickly created facsimiles of them in their auras as toys for all to share, while the cyberponies present catalogued their dimensions; as a disbelieving Night Owl watched, one even took her form and offered not just her mammaries but her entire altered body up for the enjoyment of all.

To her disbelief and additional fuel for her desires, it was promptly availed of as within seconds her doppelganger was being touched, spread, taken and even tentacled by nearly a dozen converted ponies while lying on her back. The sight caused the overheating eagless to vividly imagine herself in the cyberpony’s place, receiving the treatment directly!

I-is that what Gilda liked about being submitted? she suddenly wondered, but she had little time to consider it before Shadowdash upped the ante again, this time by stimulating her male organs directly, engulfing them in her vapor gloves. She slickened their surfaces with moisture from the cloud and then added a cool breeze on top of the mild current to play over their sorely stretched skin, rendering them even more vulnerable to the chill wind.

Her hips bucked once despite her stiffened muscles, sending a sharp spurt of clear fluid forth; she was only barely able to restrain the urge to climax right then and there as Shadowdash’s expert touch both paralyzed and pleasured her, reducing her to the Gilda-like toy she’d previously promised.

Despite that, Night Owl hung on, struggling to remain defiant. “Dashie… I’m warning you…” she said in an unsteady voice as she tried desperately to choke back the climax—and worse, the desire to surrender completely—rising within her. “Wh-when I get free, I s-swear I’ll—Ah!” she was silenced as Shadowdash applied her cloud-enhanced touch to her apples, causing them to immediately contract and partially retract into her body. The unexpected stimulation left them ready to eject their contents into the air right then and there, both announcing and illustrating her defeat for all to see.

“Sorry, Owlie, but the only thing I want to hear from you is the sound of you screaming my name,” Shadowdash all but purred, whispering the words silkenly as she next began grinding the girth of her single stallionhood along the length of Night Owl’s enhanced feline femininity, stiffening her back further and causing her to paw weakly at the air around her, unable to wriggle herself free against her arched back and electrically stiffened wings.

“N-No…” She sensed her climax building and couldn’t stop it, turned on by all reason and measure not just by her opponent’s weather and combat skill, but by being bested in the most intense mating round she could ever remember. “C-can’t… lose…”

“Game, Set and Match, Night Owl! Too bad there’s no bell to save you in this bout! Time for the KO, my eagless tuck-toy! And don’t be disappointed. Face it, birdie—your nest just fell to the best!” She pulled back enough to position the tapered tip of her hybrid thestral organ at her swollen entrance, whose secretions were being blown upward by Shadowdash’s continuing gale to coat the rest of her nether regions.

“N-no…” Night Owl half-hissed, half-pled, struggling to keep her feminine lips closed against both the delicious wind and Shadowdash’s promised entry even as her body tried to betray her, wanting nothing more than to admit the probing pony phallus to her depths after how soundly—and sensually!—she’d been beaten. “N-not th-there! Only… w-want… C-M…h-have me there! D-don’t make me betray him, Dashie! Please!” she barely managed around the waves of electric-driven erotic pleasure wracking her, each fresh jolt further weakening her will to resist.

Behind her, Shadowdash blinked, her hooves stilling and her male organ halting its advance, still poised at her opponent’s eagless opening. She knew she could claim it with but a single thrust, and that in the deliriously aroused state her predatory opponent was in, Night Owl would not only yield to it but climax instantly to it, giving her the win. And yet… “Oh. Well, in that case…” Shadowdash pulled her hips back further to shift her slickened shaft even lower, positioning its tip at the other opening beneath her tail!

Completely focused on the expected fall of her femininity, Night Owl scarcely had time to realize Shadowdash’s new intention before it was realized.

“Plan B—such a pretty plot. Be a shame not to wear it like a glove!” she proclaimed as she drove her half-thestral stallionhood past the initial ring of resistance into Night Owl, eliciting a startled sound that was half-squawk, half-squeal as her hind legs stretched out with claws splayed, each limb alternately stretching and curling in turn as she began to writhe, her relief at being listened to combining with her desire to be dominated by the mare who had bested her trying to work the intruder in deeper.

In the end, with Night Owl’s body and fighting spirit succumbing quickly, Shadowdash parted her sphincter with ease to steadily pry her open and push deeper within her. She never let up with her electrical stimulation or wind the entire time, keeping them both suspended and Night Owl herself in total thrall to her superior skill and weather power. Her control of her wind was so fine she was even able to twist them around in midair to face their Queen, who looked both intrigued and aroused as she saw Night Owl presented to her, leaning forward fractionally on her makeshift throne as she slowly stroked herself to the sight.

Her gaze was instantly spotted by Night Owl, who realized then that her defeat was not only nigh, but being witnessed by many, including the leader she sought to serve!

She shivered. She licked her muzzle. She spread her legs wider to give her audience a better view. She willed Shadowdash deeper into her until their apples, as ponies called them, were slapping audibly together, and her subjugation was nearly complete. She… she beat me… she realized in some still-sane part of her brain. She beat me… and everybeing’s SEEING me! Seeing me taken... Seeing me LIKING it... Seeing… my tail… TUCKED!

With that final, heady thought, she came explosively, almost as hard as when Certified Male had first converted her. She threw back her head and cried out in passion and pleasure, her twin organs erupting in the air, spurting halfway across the room to shower parts of their audience, who positioned themselves to collect it.

Her spasming body clamped down hard on Shadowdash as well, who waited until she was well into her climax before allowing herself to do so, filling the larger female with potent half-pegasus, half-thestral seed. Losing control of her wind as she emptied herself with a raucous thestral cry of her own, she simply held on to Night Owl as her still-stiffened wings allowed them to glide to the ground, where they both collapsed in a heap.

A minute later, Shadowdash withdrew from her, then rose to face Eclipse and bowed.

“Well done, my Captain,” Eclipse walked down from her throne to stand before them both. She magically helped a still-dazed Night Owl to her talons; her friends taking the cue to rush to her side and help her up. “But know that you have both proven yourselves and pleased me greatly this night. By the terms of the duel, you remain the commander of my new Elite Guard, my superbly sexual Shadowdash, and I will reward you and your team… with me!

“But know, Night Owl of the Griffon Express, that you have also greatly impressed me this night. You fought superbly and were only undone by my Captain’s superior weather experience—and the fact she was already familiar with how to both submit and pleasure eaglesses. You, too, have earned your place at my side, and I will thus grant your request to give you a key role in the coming conversion of the Griffon Kingdom.”

“Th-thank you…” The bat-eagless bowed low, if somewhat shakily. “You honor me. And Dash? B-before you go...” Night Owl called after her as her friends and coworkers helped steady her, her body and voice still shaky after her intense orgasm. “I d-don’t understand… why didn’t you rut me? You won the round, and thus earned entry to my very nest! But you took my tail instead?” she asked in both relief and regret.

Shadowdash turned back to her and favored her with a smile. “You’re right. I did. And even though I won, I promise your ‘nest’ is safe, Night Owl. I won’t touch it.”

“But why not? You were about to and I couldn’t have stopped you. And by beating me in a mating round, you earned the right!”

Shadowdash studied her, and then smiled. “You said that you only wanted Certified Male to take you there, right? So I listened. I respect that you’re loyal to him. And call me old-fashioned, but I’m really big on loyalty,” she told the eagless with a respectful nod to him. “Now and forever, she’s all yours, C-M. But I may wanna see later what she likes about you so much myself!”

Certified Male stood up straighter. “You showed her honor… and me. So even though I’m not much into mares… that’ll be my pleasure,” he promised her with a bow of his own. “Come by the Post Office later, and we’ll discuss it.”

“Will do! And listen, Owlie—that round was the most fun fight I’ve had in ages. I really like you, so once you learn better how to control your wind and weather? I’ll be happy to give you another go!”

“Deal, Shadowdash.” She smiled warmly and curled her talons into a fist to bump them with the other female’s hoof. “Now go with the Queen. You earned it!”

Author's Note

Well, if there's anything I've been using this story for, it's been to try out new themes and scenes. Now that includes a griffon mating round! The question there is, how do you make a fight sexy? Well, hopefully this answered it!

There is more to come as I will be working on this story through at least Halloween. In the meantime, you are invited and encouraged to check out the latest from longtime prereader and partner in crime AJ_Aficionado:

[Adult story embed hidden]

It's a heavy fetish fic based on the little-used and often-neglected Twipie ship, and you'll very likely find a lot in here of interest! I preread it and I'll vouch for it—I could only go through so much of it at a time before having stop because of... reasons. :twilightblush: His thestral headcanon is explored once again, and there will be elements I'll be yet borrowing for here, and in Firefly!

33: Command Center Conquest

Trigger warnings for: Plenty of gay along with some straight thestral-on-thestral and Highborne-on-Nightborne action, NC-turned non-NC, older stallions gangbanging a younger colt. oral, anal, vaginal, curse-compelled rimming and rutting, and even some earplay action.—Firesight

“Greetings and welcome, Princess Mi Amore Cadenza and Captain Shining Armor!” said a relieved General Nocturne, the overall Nightborne commander of the Canterlot Lunar Guard garrison as the royal transport appeared at the docking station in a streak of light, having ridden a ley line all the way from the Crystal Kingdom. “We are very glad to see you! From the most recent reports of the Castle, the situation is dire, and we fear we cannot contain this curse much longer.”

“We are aware, General,” Shining Armor answered shortly, now wearing his old Royal Guard Captain’s attire after having discarded the pirate costume he’d been wearing to the Crystal Kingdom’s Nightmare Night Ball. “We were briefed by Luna on the way over and diverted here from Ponyville to deal with this new threat. And if that bucking Blueblood had something to do with subverting my new security, I swear by Celestia herself that I’ll pound his prissy plot into the pavement!”

“Peace, my hot-blooded Prince,” Cadance answered, laying a calming wing over him. His anger was understandable to her. With Flurry Heart gorged on candy and sleeping after the sugar rush wore off, she’d been left in the overnight care and custody of her favorite “Unca Sunny”—her official Cystaller, Starlight Glimmer’s foalhood friend Sunburst—and her equally beloved “Unca Thory”; the friendly changeling known as Thorax, who endlessly amused her with his abilities to change into anything she wanted, including her favorite story characters.

Taking the rare opportunity that their foal’s absence and their choice of costumes provided, the pair had been enjoying some very rare personal time, engaging in some very private and very illicit Nightmare Night roleplay before receiving the emergency call from Princess Luna. “Be assured, we are fully aware of what is happening, Commander. Has this curious curse broken containment at the Castle yet?”

“Not to our knowledge, as by all reports, we would know quite quickly from its… effects if it had. But we fear it is only a matter of time, Princess,” the General confided, his feline eyes daring nervously, looking for any sign of arousal in his subordinates—or worse, Prince Shining Armor or Princess Mi Amore Cadenza themselves. “We lost contact with the Command Center just after they screamed it was about to be overrun. The containment shield around the infected wing can only be deactivated from within it. But once it is…” He swallowed visibly.

“It won’t matter,” Shining Armor promised. “We’ll throw up our own shields. If Sombra himself couldn’t break through Cadance’s, then neither can this curse, especially if her shield spell is backed by mine! Honey? We can’t waste time.” He offered her his hoof.

“You are right, my brave and noble Prince.” She hid her own concern for not just the City of Canterlot, but Twilight and her friends in Ponyville. Which was not to say she had no disappointment of her own at being taken from their roleplay session, where they’d been imagining her being abducted by Avian Harpies and then interrogated by the ship’s male crew and female Captain. “Keep your forces well behind us, General, and await Luna’s arrival. We will hold the Castle’s perimeter and seal it off until then.”

“By your command, Princess Cadenza and Captain Armor,” he nodded his head, not knowing what else he could do against a threat they couldn’t fight physically. “But, uh… what should we do if this curse gets the two of you?”

Shining Armor exchanged a glance with Cadance. He gave her an unseen wink before turning to the Nightborne commander, pinning him with his hardest Captain’s stare. “If it gets us, then you’re as good as tucked, General. Because knowing me, I’ll treat your regiment like an opposing army—I’ll trap you all in a shield spell and then go after the highest-ranked officer first!” he informed him bluntly, causing the General to flinch and his tailhole to pucker while his subordinates stifled snickers.

“And knowing me, I’ll make you all fall in love with each other, and then make love to each other regardless of age, rank, race or gender in order to corrupt the entire garrison,” Cadance added with a wink of her own, causing the chuckles to instantly cease as every thestral mare and stallion exchanged looks both anxious and appraising with each other. “So in that case, don’t fight it—just enjoy yourselves as all Equestria falls.” She closed her eyes and smiled, then took Shining Armor’s hoof and teleported them both away in a flash of light.

“That isn’t very reassuring,” the sorely unsettled Nightborne General muttered to his aide under his breath as he sensed the pair re-materialize a mile away, followed shortly by a glowing pink-and-blue shield dome descending over the entirety of Canterlot Castle.

“Oh, I don’t know about that, General…” his Highborne Executive Officer, Colonel Magellenic replied, affecting a flawless Trottingham accent as he’d been adopted and raised by the ponies there. “I always envisioned a glorious end should I fall in battle—surrounded by friend and foe alike as I go out with a bang!” He grinned at his own joke.

Several of the gathered thestral host chuckled openly, if slightly nervously.

For his part, the General gave him an initially unamused look, only to suddenly smirk. “Yes… yes. A most glorious defeat ‘twould be... for you, given that once corrupted by Shining Armor, the first thing I would do is go after my second!” He flared his large wings, making the size difference between them ever more evident to the assembled army.

The night was rent by peals of laughter as the intimidated XO fell silent, wondering if either he or his tailhole’s virginity would survive the night.

As the Crystal network of the Canterlot Command Center was hacked and the Night Guard garrison’s own communication gems were turned into conduits for mating auras and other spells, Major Borealis had never felt such intense terror—or excitement—in his entire life.

He felt all his deepest fears and desires dredged up at once, each feeding on the other, rapidly raising his arousal to all but unbearable levels.

He didn’t know what that latest spell the corrupted thestralcorns had cast was—he didn’t feel any immediate difference in himself other than his newly erect organ already pressing hard into his metal armor, which almost seemed to be slowly giving way before it—but he didn’t care as he felt the curse magic start to overcome him; directing him to surrender himself to the nearest stallion.

“The curse is loose! We can’t contain it! It’s about to consume us! Please help us!” he begged her in frantic tones before even that communication was cut and his command staff began slowly succumbing to the sensual spellcasting; the Nightborne Major feeling an impossibly great and yet not painful heat in his rapidly arousing loins as steam and smoke began to come off not just him, but the nether areas of every uniformed stallion and mare in the bunker!

No matter where he turned, he was bombarded with mating magic and increasingly unlikely images; as he watched—the normally-Nightborne stallion-loving Captain Andromeda and Lightborne mare-preferring Lieutenant Milky Way locked eyes with each other and began moving slightly stilt-legged towards each other. The fabric parts of their enchanted armor somehow ignited from the inside out and burned off them while the metal plates that were supposed to resist physical and mystical attacks alike began to glow, sag and buckle around their most intimate areas, as if being melted from within!

“What’s… happening?” he asked as he clutched his head and closed his eyes, trying to shut it all out. It was only then he felt it happening to his body and armor as well; the edges of his tunic began to disappear into smoke as his steadily lengthening organ reached and surpassed what had previously been its eight-inch maximum length. To his growing excitement and horror, his thinning belly armor gradually gave way before it; he heard a hot sizzle beneath him and realized it was coming from the point his swelling thestralhood was pressed hard against the outside of his armor, its very presence burning through it like an erotic acid.

It was the same for all his subordinates as well; the more they were bathed in the impossibly strong mating aura the more uncontrollably aroused they became, and the more the protective armor that was their only defense against the curse corruption weakened. They sagged and then sloughed off their flanks and lower bellies, not so much melting as seemingly evaporating; metal vaporizing and fabric burning off them with pinkish-red flames. Both gradually disappeared into different colors of smoke from where their erogenous zones were hidden out to reveal teats and sheaths, rapidly swelling apples and erecting organs as well as obviously aroused marehoods, gradually baring and exposing them to not just the curse magic…

But, he realized with a fresh surge of panic, to each other!

“No... “ he hissed out the word through clenched teeth as he found his eyes locking onto each quickly forming couple in the room, as well as several larger groups! His eyes lingered most closely on those officers he knew and liked best, most notably the stallions of the group, drinking in each of their expanding stallionhoods in turn.

In shock and renewed panic, he tore his eyes away only to find them drifting immediately back. “Can’t give in… resist… don’t rut!” he pleaded to his command garrison even as wings, ears, teats and male organs were rapidly going erect all around him, removing their ability to fly or do anything except rut.

“Can’t… stop…” the normally mare-and-Lightborne averse Andromeda said around a mouthful of one of Milky Way’s newly lactating teats. Its surrounding mass had already swelled to twice its original size, while its owner stared at her new Nightborne lover in disbelief; her cheeks flushed and marehood winking, more aroused by the unlikely act and partner that she had ever been.

“Don’t want to stop…” Milky Way agreed as she pulled the smaller dark-furred mare on top of her and began eating her out with abandon, eliciting a moan as the treatment was soon returned. “Never… knew… Nightborne mares... tasted so… good…” she noted between licks.

“S-someone help us…” Came a shaky plea from a trio of cringing colts in the corner of the room where the communications gear was, the three now fully erect and almost completely exposed. The widening gaps in their evaporating armor drew instant attention to their still-swelling masculine attributes; expanding apples now well beyond apple-sized and organ lengths already putting anything in Playmare’s bat-pony bonus edition—not that I’ve ever looked at such a thing! Well, m-maybe that one time? Major Borealis admitted—to shame.

“Someone stop us!”the leader of the group, Second Lieutenant Noctilucent, further begged as their eyes kept landing on each other’s assets, their muzzles beginning to water and lengthening shafts beginning to drool. They’d always been good friends, playing a long-running Ogres and Oubliettes game during their days off; it had even been rumored they’d been swapping mares between them. “If this doesn’t stop, we’re going to… to…!”

The words were not finished before his subordinates could restrain themselves no longer and launched themselves at their commanding officer. Private First Class Pinot Grigio locked lips with him while Staff Sergeant Pencil Pusher, a rare earth pony member of the Night Guard whose tufted ears betrayed some bat-pony blood, nosed his enlarging apples from behind and began licking them lovingly before finding his nose and muzzle drawn upward, following the vertical ridge of his perineum to the opening it led to!

His eyes were filled with both desire and dull horror as he began to helplessly but lovingly lick and kiss at the half-hidden orifice there, the remainder of his superior’s flank and dock armor melting away at the contact with a series of smoky violet wisps into the air as he kissed the puckered surface. He then obeyed the unbearably strong impulse to grind his tongue in deeply, causing Noctilucent’s legs to buckle and his tail to flag hard aside as he continued to make out with his Highborne enlisted technician in front of him; the three no longer able to talk as their muzzles were fully occupied.

“But… that’s...” It was only then that Borealis realized he’d been staring fixedly at the threesome, mentally urging them to do it. His own knees buckled as he watched the unlikely and utterly taboo oral stimulation occur, licking his lips and feeling his own orifice pucker and tingle as the three longtime colleagues began to consummate their friendship in the most intimate and unlikely manner imaginable.

The sight increased his arousal even further and evaporated ever more of his enchanted armor until the tip of his organ, now three inches longer than it had ever been, melted right through the previously impenetrable protective plating until its head stood exposed beneath his belly, no longer able to be contained inside even if his armor remained intact. It quickly pushed even further out into the open air, advertising his surging excitement for all to see.

“No… f-fight it…!” he ordered himself, but his body would not listen as every touch, every breeze, and every sight around him seemed intended to excite him further. It was less to his relief than agony that there was nobat—or pony—there to help him as his ample applesack shortly burned through his armor as well, its enlargement bulging it outwards until the magical metal of his codpiece melted right off it; the area of exposure growing slowly upwards towards his tail and outwards over his flanks.

“Enjoying yourself, Major?” Concord’s mocking voice called over the intercom. “Because we certainly are! Hope you like these Neighpon-inspired enchantments, too—if you’ve never read Mating Monastery, I highly recommend it, since that’s where we got the idea of evaporating armor from! Now, I know you’re eager, but be patient!

“We’re taking care of business outside, but we’ll be with you in just a minute! So as much as you may want to, don’t let your pretty plot get plowed until then!” he snickered as Concord felt another wave of unreasoning fear wash over him along with a surge of desperate desire at the threatened act.

“No!” He managed one last effort at defiance before his long-suppressed and immensely magnified passions overwhelmed him. His entire body overheating and his head feeling like it was melting as he contemplated his own conquest and conversion to colt-cuddler, his helmet shattered into shards which then evaporated into the air, removing what little protection remained for his mind and fragile psyche.

Its absence allowed the corruptive magic to surge into his brain and body even quicker, removing all remaining thoughts of resistance. Awaiting his fate, he cast his glazed eyes about looking for more stallion-on-stallion action among his staff. He shortly found it as he then heard a succession of weakened armor metal plates fall with a clang and a shower of sparks as Pinot Grigio’s organ was fully freed and he then reared up to claim Lieutenant Noctilucent’s muzzle, whose continuing shock did not stop him from accepting and then suckling it, nor from resisting as Pencil Pusher did the same from behind him, rearing up to claim his loosened and slickened anal orifice.

The young Earth Pony swiftly found the mark and pushed in with delicious ease despite his untapered head, quickly claiming the Nightborne officer all the way to his medial ring while half of Pinot’s plump shaft likewise disappeared within his muzzle, working its way down his throat. The two enlisted stallions then began making out over their superior’s head as they pounded him from both ends, moaning and thrusting all the while as Borealis could only watch spellbound, falling back on his haunches into his command chair and reaching down to stroke his own half-free phallus to the sight.

It only engorged and grew further at the stimulation, removing more of his armor. His entire organ short of his sheath itself was soon visible; edges of the metal still slowly melting into the air itself as the effect slowly worked its way up the sides and outward from the base of his shoulders to expose not just his wings but his quivering flight muscles directly to the corruptive mating aura; he had to lean back against a console as he felt himself go faint and in danger of falling; so intense was the tingling now present there.

Within a minute, all around him was utter insanity as most of his staff had shed the bulk of their armor and uniforms and were openly intimate or outright rutting. Milky Way and Andromeda were now a naked dark-and-light swirl on the floor while even the no-nonsense and stallion-disdaining Nightborne Mare-at-Arms, Sergeant Major Morning Star, was affected, quickly becoming the center of attention of an entire squad of her sentries.

To her credit, she resisted the curse longer than he had, but she finally succumbed to her wings and ears being nibbled on, allowing herself to be pulled down onto her back against a Highborne stallion whose tapered tip shortly found her tail and pushed inside, causing her slitted eyes to snap open and jaw to gape even as she spread her legs wider to allow it easier passage. Two other Nightborne colts under her command claimed her marehood and muzzle while the mares of the group began nursing her teats and nibbling her wings as she could only whimper and weakly writhe.

Though undeniably erotic and lucid, Borealis found his eyes drawn past her sexual subjugation by her subordinates. His gaze then fixed on the sight of Private Pulsar, a late-blooming teenage Highborne barely out of basic who was both sorely aroused and being stalked, trying to flee his numerous pursuers despite his stiffened wings and crumbling armor.

Respectful, obedient and earnest in his duties, he was well-liked by all, but it seemed to work against him now as he earned the attention and desire of other, much older and larger soldiers.

“Look at those long ears peeking out from his golden mane! He is a creation of the divine!” Nightborne Corporal Crossbow Cock declared reverently, his eyes fixed on the colt’s six-inch-long ears which he immediately tried to hide, only to find they were as erect as the organ beneath his belly, which only grew further at the attention he was garnering.

“You’re right! He’s a slice of Luna right here in front of us! I don’t know if I want to split him open first while he whimpers my name or openly worship his angelic auricles!” A second and even better-endowed Nightborne stallion, Private First Class Prodigious Pike declared. Like all Nightborne, the pair were predisposed to love large ears like Luna possessed, believing them to be a gift of the Moon Goddess herself as they slowly approached him, their organs erect and growing as the eyes of the ears’ owner darted back and forth between them.

It was then that a third, even deeper voice was heard as behind them, Major Borealis watched spellbound. “Buck that! That private’s tight, little teenage pucker is all mine! And I’ll fight this whole room if anybat says otherwise!” the ranking member of the group, Star Sergeant Lunar Longlance warned, baring his lengthening fangs along with his exposed organ.

“You two can slobber on his ears all you want, but I want the real prize! I got sixteen inches of stallionhood to your twelve and fourteen, and this hot little colt is going to feel each one of them tonight! I’m going to wear that tail like a glove!” he proclaimed as the fresh-faced young colt whimpered and went weak-kneed to hear himself discussed like he was a piece of meat, suddenly and sorely regretting lying about his age to join the Lunar Guard four years early.

“N-no…” Cornered by the three large Nightborne stallions, who he’d heard—but discounted as mere rumor—enjoyed rutting young teens on their traditional Callisto Call hunts, he pinned himself to the wall in a futile last-ditch effort to forestall his inevitable capture by the trio of enormously endowed and utterly enamored Nightborne. “Pl-please…” Despite his own words, his mouth gaped open in invitation at the sight of the increasingly impressive male organs, revealing his long, slender tongue resting in a pool of saliva while beneath him; his rigid bathood had already burned through his armor and announced his arousal as it drooled openly onto the floor.

“Hey, save some of him for us, Sergeant!” A fourth stallion arrived and then a fifth, both Highborne Corporals as Major Borealis stared at the scene in rapt attention, mentally urging them all forward—he had discovered the colt’s true age some time earlier, but had not reported him out of pity, not wishing to lose such a good worker and promising young recruit. “There’s enough of him for everybat!”

The nervous but sorely excited colt slid slowly up against the wall until he was back upright with his ten-inches of stallion meat sticking fully-erect up in additional enticement at his hungry hunters; suddenly all he could see were their eyes glowing with the reflecting light of the mating magic the communication crystals emitted, as well as their steadily expanding organs beneath their belly.

He gulped and brushed uselessly against his short-cut blond mane, trying in futility to block his ears from sight, unable to make himself less obvious. As if to deliberately betray him, his ears responded to the corruptive curse magic they absorbed by quickly doubling their size, growing to over a foot in length!

He felt on the verge of fainting; his heart pounding in his head as he saw their eyes go wide and ever-more immense organs twitch. “G-guys… p-please! D-Don’t do this—I’m too young! I l-lied about my age and I-I’m only fourteen! If you don’t—”

But far from dissuading them, two of the Nightborne stallions pounced as soon as he mentioned his true age, roughly shoving their tongues into his mouth as he squeaked with startled pleasure. They ran their hooves through his crewcut hair, stroking the base of his enormous ears gently as his mane began to slowly grow out like a mare’s.

He reeled from the stimulation, his long-denied fantasies of being worshiped like Luna herself being so suddenly and unexpectedly fulfilled. But they’d only just gotten started as a blast of hot breath in his ears heralded the wet and slippery presence of a pair of growing tongues massaging the cochlear part of them. Their frenzied slurps were magnified a hundredfold as he slid lower and lower against the wall, unable to stand against the erotic assault and fierce sparks of pure pleasure until he was lying belly up on the cold metal floor.

Seeing his pale, throbbing, pink member exposed and painfully erect before him, the fifth stallion licked his lips with lascivious intent, hesitating only briefly before diving atop it, taking it down in his muzzle to the teen’s bulging and ever-expanding orbs.

Pulsar squirmed and squealed in their unyielding embrace, unable and increasingly unwilling to escape his sensual sentence. Awash in rutting rapture, his only wish as they skillfully licked and nibbled away at his flagging resistance was for the Stars’ intervention to give him everlasting endurance—to somehow magnify the greatness of his fall in the eyes of the cosmic order! But alas for such dreams, his eyes crossed and his hips bucked, emptying his seed into the eager maw of the Nightborne bobbing atop his slickened shaft, finally surrendering fully to their aggressive affection.

The five relented in their assault only briefly as the young teen transformed; his mane growing out and features becoming even more feminine; his ears and teenage bathood stabilizing at a full fifteen inches in length. Saliva dripping from his ears and organ as well as the maws of his ravenous conquerors with a reflected glow as bright as the North Star, at that moment he wanted nothing more than to cuddle with them and bask in their warmth, be worshiped as the foal of the moon goddess herself!

But they had other plans; debt to be repaid for their kindness as lustful growls build again in their throats. The sounds caused him to shiver as they resumed molesting him in earnest; the thrill of being both dominated and desired quickly brought the young Highborne teen to full erection once more!

“Flip that foal over! We’re each getting a ride on the Pulsar Express tonight, gents!” Sergeant Longlance, the largest and best-endowed of the stallions said as his comrades cheered lustfully. They rolled him over with ease, exposing his puffy and virgin stallion entrance which quivered and danced in anticipation, his tail moving automatically aside

“Tuck him…” Major Borealis commanded them in a hoarse whisper as he frantically stroked himself to the sight from his command station, barely aware of the rest of his armor falling free or evaporating, removing all his military accouterments. He then slapped a crystal control, patching him into the command center intercom.

“All of you! Tuck that teen!” he commanded. “Take that muzzle and that tail! I want to see at least two organs inside of both!” he further instructed, ready to orgasm immediately from the idea alone.

“Yes, sir!”The five startled stallions chorused as one; Sergeant Longlance pushing his way into Pulsar’s rear while Corporal Crossbow Cock pulled the young teen’s head down on his organ, forcing him to orally pleasure his dark-skinned shaft. Obeying their commander, a second stallion added their effort to both ends but the altered Pulsar accommodated them all as the fifth stallion straddled and then lowered himself on top of him, accepting the young Highborne’s organ inside of him.

Borealis nearly came to the sight of it again as all his fears and thoughts of resistance had fully ceased. A glance at the monitors showed that his sentries and patrolling forces were also being corrupted; he saw that Blueblood had been left in the midst of one group, who had been unable to resist his alluringly effeminate bat-pony body, while his former Commander was doing the same with another group, converting four Nightborne and one Highborne guard at once.

Their bodies visibly altered as they climaxed, the eruption of energy from them vaporizing what few scraps of armor they had left to take on the same stronger, sleeker and slightly furrier forms that the original four curse carriers had, and even more incredibly, their sexual organs reached enormous proportions as even the mares acquired thestral stallionhoods!

The sexual energies finally consuming him, his final lucid thought was that he’d been trapped in one of the more lurid and erotic adult Neighponese comics his friends had passed around when he was a teen. But the idea was interrupted as a series of cries announced a succession of climaxes that rippled through the Command Center, causing the same series of transformations he’d just witnessed among his own former subordinates. The process resulted in most of them taking the same far more predatory size and appearance, and shortly, he was the only unconverted pony left in the entire room!

“Good morning, Major!” As if on cue, Concord’s voice was heard again through the still-glowing communication crystals as they then turned their hungry gazes on him. “Sorry to keep you waiting, but we had some chores to do! So now, if you’d be so kind to let us in, I’ll be happy to give you the treatment you deserve!”

“That I… deserve…” he echoed. His enlarged organ throbbed in anticipation as his hoof moved of its own accord to drop the Command Center shields and allow entry to the once-secure sanctuary. “Only… want… Concord…” he informed the disappointed command staff as the door opened in strode four large and powerful thestralcorn males, a smug and very satisfied Corporal Concord at their fore.

On the outskirts of Ponyville, two centuries of light and dark-furred thestrals descended, being careful to keep out of the rain while remaining neither upwind or downwind of Ponyville; the former to prevent their arrival from being scented by the sensitive noses of the more predatory conversions and the latter to make sure the curse-charged air over the town could not affect them.

Their appearance was very disconcerting to Twilight, doubly so as she was surprised to recognize doppelgangers of students and instructors she’d known at both Canterlot High and from earlier at Crystal Prep. She wasn’t certain what to make of the fact that the former were almost exclusively dark-furred while the latter were the less common light-furred, but seeing alternate versions of former and current classmates in them made things only more unnerving and even frightening.

Despite that, she felt Midnight leer at their exotic and alluring predatory forms even as she had to stifle an urge to shriek at their slightly demonic appearance; at their glowing eyes and bat-wings that seemed completely incongruous on a pony body.

At their forefront was what she could only call a robed thestral alicorn, with large bat wings and an extended horn, to say nothing of what looked like an impossibly large futahood that gained Midnight’s immediate attention and even Twilight had trouble looking away from. She all but radiated power and something else Twilight couldn’t quite quantify; even Midnight took note of her magical strength as it was all Twilight could do not to step back from her or cower behind Sunset.

Sunset herself, however, was not so perturbed by the new arrivals. “So that’s the High Priestess…” she murmured in some wonder, then turned to Twilight. “The Lightborne thestrals, or ‘Highborne’ as they call themselves, worship not so much Luna, who they see as merely an aspect of the divine, as they do the ‘Twisting Nether’ which connects all realities and dimensions together—an endless galactic highway that can send you anywhere, assuming you know the way. They have a religious leader known as a High Priestess, whose title, powers and memories are passed in a line of succession from one ruler to the next.

“She is the culmination of all Highborne wisdom and is said to be the only living creature privileged to have traveled all the known roads through the heavens,” she explained, knowing that simply offering up some new knowledge to Twilight was often the key to keeping her calm and Midnight quiescent within her.

“I know they look like Alicorns, but the term for unicorn thestrals is ‘Thestralcorns’. They’re normally quite rare. They’re not as powerful as Celestia or Luna, but the average Thestralcorn is a far stronger mage than the average unicorn. And the High Priestess is the most powerful one of them all,” she concluded as the large female landed before them, her glowing pale pink eyes roving over them with what Twilight couldn’t help but feel was more than a simple appraisal.

“Greetings, honored friends. I have been briefed by the Moon Princess as to the crisis and my role in containing it. I assume she told you to expect me.”

“She did indeed,” Delta Requiem answered coolly, “but only over my objections.”

“Delta Requiem,” the newcomer acknowledged the pegasus mare with a strained smile accompanying a low if slightly forced bow. “I trust we may put aside our past and mutual dislike for the sake of our mission?”

“Juniper Neptune,” Delta Requiem nodded back as she answered in the same disdainful vein. “The Princess instructs me to work with you, so I will. But we both know the history of your line and how many times you and your predecessors stabbed Equestria in the back—or me. Know if that if you do so here…”

Juniper Neptune’s albino-pink eyes narrowed as her bat wings flared wide in warning. “My predecessors are not me. Despite what you may think, I would never betray the Lunar Crown. And idle threats do not become you, my former mistress and Bard of the Royal Court,” she said to the shock of many.

“You should know by now my threats are never idle, my former infatuation and High Priestess of the Highborne,” Delta replied in the same vein with a lowered head and flared pegasus wings of her own. “If you betray the Princess as you did my trust, you answer to me.”

“Excuse me…” Sunset took a breath and stepped between them, gaining their attention. “With respect to the both of you, I don’t know your history, but this is not the time. We have a job to do, and every moment we delay is another the curse can spread.” She looked pointedly between them both, then turned and bowed low before Juniper Neptune, who she recalled from her long-ago studies was both a head of state as well as a religious leader.

“Greetings, High Priestess. I am Sunset Shimmer, former student of Princess Celestia. I know of your abilities and station from my tutelage under her. There was even a time I considered seeking you out in hopes of increasing my power.”

The High Priestess regarded her for a moment, slitted pink eyes appraising her before favoring her with a nod. “Your respectful manner is noted and appreciated, Sunset Shimmer… as is your interest in my teachings. Unfortunately, I would have been forced to turn you away, as non-thestrals have never been permitted to receive our training. Or even enter the Temple of Karabor—with the sole exception of Lady Requiem herself, who I could not keep out even when I wished to.” The imposing Thestralcorn gave Delta another glower, who smirked.

“That said, I know of you as well, as your initial passage to the human realm was noted by the Twisting Nether itself. I admit I am curious about that realm, but such idle interests can wait for another time.” She then turned and looked at Twilight, who cringed slightly before the larger female even as Midnight studied her in great interest, noting again the impressive male attributes still visible beneath her belly and wondering how she had them.

“How interesting. You bear the appearance of a younger Princess Twilight, and yet your underlying aura is quite human. You are therefore her counterpart from the human realm,” she deduced to a sudden interest from the thestrals around them. She then squinted. “And I detect a second spirit within you. Also human, but a far… darker one.” She looked more intrigued than worried.

“As you say, questions for another time,” Sunset quickly cut her off as Twilight cringed anew, wondering if she was an open book to everyone in the pony realm while Midnight preened within her. “As per the Princess’s orders, we need to establish a quarantine of Ponyville before Twilight and I carry out our plan to infiltrate the Friendship Castle and attempt to cure the curse at its source—Princess Twilight herself! Can you do it?”

Juniper Neptune closed her eyes and smiled. “Of course I can... with the help of my fellow thestrals, both Highborne and Nightborne alike,” she promised, telepathically directing them to take positions all around the periphery of Ponyville at a distance of three miles from the town center, further masking them from detection and infection with a succession of her own spells.

Within minutes they reported they were ready as she cast a spell and a magical beam suddenly shot from her horn, going from bat-pony to bat-pony, causing their eyes to glow and their forms to become suspended in the air. From their circular formation, a shimmering violet dome grew that reached up from the sides before curving inward to form a broad and impenetrable bowl over all of Ponyville.

“Impressive,” Delta Requiem grudgingly admitted, finding it could even repulse her spellsinging probes. “So tell me, how does it work?”

Despite the fact she was focusing on her magic, the High Priestess answered. “’Tis the same spell that my predecessor, Juniper Neptune the twenty-first, once used in an attempt to seal off access to Thestralslovakia during the Great Pony/Gryphon War. It prevents passage of all sapient beings but full-blooded thestrals while still allowing animal migration,” she explained.

“Though it proved impossible to maintain over such a wide region, or limit to Highborne passage alone as my ancestors wished, ‘tis in fact quite easy to impose over a small town such as this. A variation of this spell is in fact used on the Temple of Karabor.”

“But you said it would admit other thestrals? Many of the curse conversions in Ponyville are to thestrals!” Sunset protested.

“I said full-blooded thestrals, Sunset Shimmer. Those infected are in fact a curse-altered combination of tribal bloods mixed occasionally with other races outright. Such... impure beings will be detected and blocked. Thus, even those who gained thestral attributes will not be able to pass my barrier. Or even approach it,” she promised, and the truth of her words were proven when a few outside-flying thestrals and dragon-pony conversions sensed the new arrivals and attempted to approach them, intending to convert them only to be immediately repelled; bodily flung backwards from the barrier in a manner reminiscent to Sunset of magnetic repulsion.

“But... won’t my counterpart detect this?” Twilight asked uncertainly, studying her readouts and finding that, once again, the Thestralcorn priestess was wielding an exotic form of magic she was unfamiliar with.

“No doubt she will, Twilight Sparkle of the human realm,” An unperturbed Juniper Neptune replied, her eyes still closed as she concentrated on her spell. “You can be certain she is already aware of both it and my presence, as neither myself nor such a massive magical construct can be masked. And given time, her skill with magic means she might well find a way through it. But I am not here to defeat her. Only to hold her and her corrupted ilk back until the Lunar Princess returns.”

“With any luck, she won’t have to,” a determined Sunset said. “It’s time, Twilight. The barricade is raised and our friends back home are waiting to strike up a song! So let’s go in and end Eclipse’s reign…”

By the time Major Borealis, longtime officer of the Lunar Guard and seen as a rising star within it, lowered the field of his own accord to allow entry of the newly converted Thestralcorns who promised his own corruption, he was more than ready to be rutted. In fact, after all he had experienced and seen in the past few minutes, he had never wanted anything more in his life!

He felt his stomach flutter and legs go weak as he saw Concord enter and knew his promised conquest was finally at wing. Unable to speak for his ragged breathing and fevered fantasies, he was able only to shake and sweat at the sight of him, less from fear than the prospect of imminent and sorely needed release.

“Hello, Major Borealis. Glad to see you’re not only unconverted, but ripe and ready for me.” Concord licked his lips at the sight of him as the other three thestralcorns snickered, and were shortly followed in by the rest of the already converted garrison, which included a wingless, feminized Blueblood and an equally effeminate but still-aroused Colonel Stargazer on magical leashes. The pair eagerly accepted every grope and lick given them by the transformed sentries they’d converted, and they were looked upon in fresh interest by the newly corrupted Command Center staff as well.

“I admit to some disappointment, though. I was really hoping you’d still be fighting it so I could break your will and break you in properly! It’s my own fault, though—guess we shouldn’t have wasted time on converting those three Plainclothes Security Division pegasus mares who barricaded themselves in a maid closet.”

Concord then bodily picked up Borealis in his new aura and moved him off the command seat, taking the opportunity to magically feel up his rigidly erect wings and quavering flight muscles as he set him aside, earning a series of pleasured twitches followed by a very needy moan. “Then again, they’re not pegasi mares any longer!” he said with a nod to them, two of them rearing up to mount the Prince and Colonel with their new stallionhoods, bat-wings flaring in arousal and dominance over them while the rest of their newly converted comrades cheered.

“Stop bragging, Concord! I was the one who tucked them!” Private Spring Air pointed out, preening a wing.

“We tucked them!” Private Penumbra corrected as he took in the new conversions around them, taking a particular interest in Private Pulsar. “And they liked me best!”

“Yeah, but I was the one who found and fondled them first!” Sergeant Riesling boasted with a hoof on his chest.

“Stop fighting over us, all of you!” the third mare ordered as she abruptly took hold of Reisling, twisting his forehoof and then throwing him into a wall, pinning him with a foreleg and wing lock before pressing into him from behind. “And converted or no, we’re going to pay you all back for this!” she all but purred as she licked the base of his wing and her new organ lifted up his applesack from below.

“Promises, promises!” he said huskily as he reached back with his magic to grope her mammaries and spread her marehood lips, causing her to draw a breath and her focus to falter as his sensitivity spells took effect and he anchored a magical construct in the form of a large phallus to the floor, pointed directly at her newly expanded opening.

Her cheeks flushed and slitted eyes darted behind her as she recognized his intent, her body betraying her to his touch yet again. “Sorry, filly, but I know all your mental and physical weak points now, including how badly you want to be overcome!” the former Sergeant reminded her as he extended the construct until it parted the lips of her marehood, earning a sudden surge of sunflower-scented honey and an involuntary buck of her hips.

Her legs faltered at the contact and she fell back immediately and fully the phallic shape, which he linked to his own organ as she began to hump it helplessly, gritting her teeth the whole time and swearing sensual vengeance even as she erupted her new seed high into the air; Riesling magically fondling her mammaries the whole time and pressing them into the base of her organ as she came.

“Boys will be boys,” Concord said in some amusement as whistles and whinnies erupted around them. He then strode to the elevated area in the middle of the room and sat down in the commander’s seat. “But down to business...”

The chair was too small for his newly panther-sized form, but he altered it with his magic into a near-throne as he sat back upon it, leaving his sixteen-inch stallionhood and mango-sized seedsacks hovering before a drooling Borealis’ muzzle. His nose twitching at the scent, the Major began to tremble again as the musk and mating magic coming off them soaked into his senses and made him dizzy, reducing his world and sole purpose in life to accepting and exploring the magnificent masculinity in front of him.

A masculinity whose owner had conquered him from afar and turned him into a raging colt-cuddler.

A colt-cuddler whose conversion that would not be complete without Concord claiming him and turning him into his own private tuck toy!

He stared. Hs muzzle watered. He felt himself drifting closer until finally his nose pressed into the gap between his subordinate’s apples and sheath, reveling in its size and scent, finding he wanted to love and make love to them forever! “They’re all yours! Now get to work... sir!” Concord ordered him like he was the superior, and Concord instantly obeyed under the light of the other male’s otherworldly powerful mating aura, which had alone sufficed to reduce him to his current state.

In truth, he didn’t need any more of it as he was already too far gone; aroused beyond all reason and measure and mentally surrendered to the corruptive energies clawing at him. Tentatively at first, he nuzzled the intimate male areas, a wave of heady pleasure passing through him at the illicit stallion act he had never before performed. He licked them once. Then twice. And then with increasing abandon as he found he couldn’t get enough of their mass, taste, or musk, giving oral attention to his sheath and swollen seedsacks in turn.

“There’s a good Major…” Concord told him slightly breathlessly, laying a hoof on the back of his head as the smaller male moved upward to worship his new master’s resplendent rutter while the now-corrupted command staff about him continued to cavort and shout encouragement, quickly discovering what additional pleasures and outright enchantments thestralcorn horns could impart as they were magically probed and pleasured by them.

In the end, Borealis stood up on his hind legs before Concord, his stiff wings providing at least a little stability as he found himself compelled to hug the enormous organ to his chest and face, stroking and licking every inch of it, revering its size and pure masculine power.

He needed it inside him—he wasn’t complete without it inside him! But he didn’t dare make a move until he was ordered to, and feared he lost his chance as the Corporal arched his back hard and his organ erupted with a loud groan, showering him with copious amounts of hot and sticky seed. Surprised, he fell back from it, gratified but disappointed as he licked at it hungrily, the taste and gooey texture leaving him wanting even more.

But to his relief, Concord’s organ only barely softened and his applesack swelled again almost instantly, quickly readying a new load. “Now that’s a pretty picture, Major—look at you, all covered in spunk! I really do think that’s your natural state! Just wish I could take a picture…”

“We can!” Penumbra reminded him, picking up a crystal recorder from a nearby console and turning it on, pointing it at the pair. “I say we broadcast this later to the General’s forces outside to let them know what’s going to happen!” he suggested to sounds of eager agreement from the other thirty converted bat-ponies present.

“I like the way you think, Private,” Concord agreed as his organ quickly reached full rigidity again. “Then be sure you get this!” he bodily picked up the major and turned him around so he was facing their impromptu audience; Borealis felt himself shake and grow even more excited as he saw their eyes on him, taking in his seed-covered state and witnessing his sexual subjugation!

“Time to get tucked, Borie! I’d say this is for denying me leave, but at this point, it looks like you want it as much as me! And yet, maybe I misspeak? So say you want it…” he instructed as he spread the other male’s hind legs wide and positioned his sphincter an inch above his waiting organ, its tip poised tantalizingly at the entrance, close enough for Borealis to sense its presence and feel its magical emissions.

“I…” It took the former Major several moments to find his voice. “I… I w-want…” his wings stiffened further while his ten-inch organ twitched and spurted its own answer.

“What’s that? I can’t hear you…” Concord teased, lowering him just enough so that the tip of his shaft was brushing the Major’s sensitive surface, which reacted by puckering and then relaxing, eager to accept its masculine master.

“Take me…” he told Concord, all his military bearing now banished from his thoughts, replaced by a single, all-consuming desire. “Pl-please, take me, Corporal! Tuck me! Make me one of you! Make me belong to you! Make my tail yours!” he shouted the words as loudly as he could like he was back in basic responding to the demands of his Drill Sergeant; his prehensile tail coiling around the incredible thestralcorn phallus, tugging frantically at it, trying to pull it upward and draw it into him.

“Well, only because you ordered me so insistently, Major!” Concord licked his lips as he lowered Borealis onto him, his organ parting the last unconverted bat-pony’s anal orifice to slowly slip inside. “Who am I to disobey the instructions of a superior?” he further asked as he gave a sudden thrust to break past the initial, though feeble resistance.

Borealis stiffened and gave a sharp hiss as he felt it sink slowly into him, its presence and power to give him pure erotic pleasure beyond anything amorous he had ever experienced before! Overwhelmed by the act and the knowledge that another stallion was screwing him, he began milking it with his muscles and wriggling in his corrupted captor’s magical grasp, trying to urge it in deeper. But Concord only obliged him slowly, savoring every inch of the journey himself.

“Oh, yeah… now that’s a tail worth tucking…” he licked his lips as he began to magically molest his erstwhile superior again, magically fondling his flight muscles while holding on to the Major’s wingtalons with his own while nibbling along the edge of his slowly lengthening ears, employing his new Thestralcorn power to encourage even more growth in them until they were reaching the length of Luna herself. He used his aura to encourage their expansion along with that of the Major’s stallionhood, which was growing fractionally with each inch that Concord sunk himself further into the body of Borealis, reaching steadily further up into him.

Now standing at a full foot over his belly and spurting slightly with each thrust of his larger male’s hips, the pressing his previously unknown prostate pleasure button from inside his Concord focused more of his magic on it to curve it upwards towards the Major’s face, leaving him staring it in the face.

Mesmerized by his own swelling shaft and sensing the thestralcorn’s magic within it, Borealis couldn’t help it. He lowered his head and began suckling himself eagerly as Concord finally sank himself to the medial ridge, giving their spectators a spectacular view of their former XO’s conquest from his elevated chair; the previously untouched orifice now accepting at least eleven inches of Concord’s length and fourteen inches of its girth.

The converted command garrison whooped and cheered at the sight, several mares clutching onto each other to see the two males copulating. They caressed and occasionally outright rutted as they witnessed their former commander’s corruption and imminent conversion, urging Concord on and restraining their impulse to join in only because they knew the ex-Corporal had the right to claim him.

“Oh, you’re a treasure, Major!” Concord said as he picked up the pace of his thrusts and began magically pawing at him even more frantically, giving Borealis several more inches of stallionhood to suck on. Which he did with a moan, wondering why he’d ever been interested in mares before and regretting all the time he’d wasted chasing them when all he wanted or needed was now below and behind him, turning him into not just a colt-cuddler but a tuck toy for the pleasure of all!

In the end, so taken with his new colt and former superior as he was, Concord didn’t quite sink his full length into Borealis before he came hard, his horn erupting in a shower of fluorescent sparkles that fell like fireworks throughout the room. The former Major felt his insides flood with hot stallion seed, visibly bulging him as their warmth and magic spread quickly throughout his body.

It was less from its presence than the knowledge that he’d just been forever claimed, reduced in rank from Major to the role of mere mare by his far more masculine and magically powerful subordinate that triggered Borealis’ own climax in turn, his organ erupting hard into his own muzzle.

He swallowed as much of his own spunk as he could before his spurting shaft slipped out of his own muzzle and fountained all over his chest and face. But he was barely aware of it as his body began to tremble and transform; the orgasm not ending but extending as the corruptive magic took full hold of him. As his enrapt audience watched and roared their approval, he didn’t get larger but instead took on the alternate form of teenage attributes that his former Commander and Blueblood had gained, along with the longer ears of Private Pulsar, who had rapidly become a center of attention of the formerly outside ponies.

The latter couldn’t get enough of his enormous ears or youthful features, molesting whatever they could reach of him while he still sat impaled on the much larger form and phallus of Sergeant Lunar Longlance, which had been present in him for so long neither ever wanted to remove it.

But the demoted and deflowered Major didn’t care about any of it. He was completely lost in the rapture of his first colt-cuddler rut; wanting only to be remade into whatever other bats--especially male bats--would desire most. His wish was granted as shortly, the curse-altered stallions and mares alike all but assaulted him upon seeing his conversion completed. They groped and kissed every erogenous area he possessed as he remained erotically impaled on Concord’s lap, each demanding the right to take him next.

But they never got the chance as there was a sharp flash and boom; the former blinding them and the latter the result of a massive eruption of internal lightning that stunned and nearly deafened them through their enhanced senses, a blast of wind blowing them backwards towards the edges of the large circular room.

Their eyes blinking and ears ringing, they looked up to see a new, dark-furred figure with feathered wings in their midst, protected by what they could sense were several defensive enchantments and backed by an enormously powerful Alicorn aura.

“ENOUGH!”The voice of Princess Luna thundered through the room, instantly recognized by all who stared at her in a mixture of shock and giddy delight.

“Cease thy actions and desist in thy debauchery! Know that I do not hold any of thee responsible for thy actions under this curse’s influence, but nor can I allow thee to escape this place! By my orders, thy efforts to infect not just Canterlot but all Equestria end here and now!”

From inside the Friendship Castle, Eclipse perked up as she detected the magical field erected around Ponyville. Probing it lightly with her magic, she quickly determined both its nature and origin.

“Interesting…” she noted idly as she was worshipped from all ends and angles by her new Captain’s former weather team. “I admit, I did not expect her to come, let alone use such a spell for the first time in seven hundred years! But no matter.” She smiled serenely, going back to enjoying herself.

“My Queen?” Shadowdash called out from where she continued to orally pleasure her regent’s enormous Alicorn wings, now Saddle Arabian-sized along with the rest of her. “Is there a problem?”

“None whatsoever, my virile and victorious Captain…” Eclipse sighed softly at her longtime friend’s well-practiced ministrations. “It would seem that Princess Luna sent the High Priestess of the Highborne to Ponyville in her stead, in an effort to seal us off. But in this, she has erred gravely.

“I could defeat her rather unique containment spell given sufficient time, but there is no need. From what I know of her line, Juniper Neptune the Thirtieth is already half-converted to begin with, and seeks a manifest destiny her kind has never been able to realize. And thus, given the proper enticements, she should be quite easy to sway to our side…”

Author's Note

Well, folks, this was another case of the chapter initially coming quite slow before I discovered the proper angles and began surging towards the finish, knocking the second half of it in a fraction of the time the first half of it took to write. In truth, I considered saving the second erotic section for the following chapter, worrying it might be anticlimactic given how intense the first scene was. But I decided it should stay once amped up a bit, because I wanted the chapter to end with Luna's appearance. That way, I can focus the next chapter entirely on her.

Thanks go to AJ_Aficionado and Leo Archon for allowing me the use of their OCs, Juniper Neptune and Delta Requiem, and it was Leo Archon who suggested they'd had some relationship in the past. You'll find out a bit more about that over time. Thanks further goes to Silentwoodfire and AJA for the preread and comments, and AJA himself greatly expanded the scene with Private Pulsar, which I then went to town on in turn, fleshing it out further. So if you like the earplay, you are invited to check out his latest stories, which features it in abundance, including his most recent, Fulfilling Pinkie's Dream!

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We will be aiming for the Luna chapter to follow within 7-10 days of this one, and I plan to take her to very edge of temptation and corruption. Will she fall victim to it along with all the rest? Stay tuned!

34: Lunar Lust

Get ready for a doozie of a chapter, folks. You are warned that this chapter is where the story truly earns its dark tag. Nopony will be hurt, but... well, you’ll see. Trigger warnings include the slow and gradual seduction of an initially unwilling Princess, mind reading, magical groping, mare-on-mare with boob-on-boob scenes, some brief stallion-on-Blueblood, breast expansion, futa growth, foalcon fantasies, and tales of great evil and outright atrocities involving sexual depravity long past.

But don’t let that discourage you. In the end, Best Princess shows why she’s Best Princess. —Firesight

Outside of Canterlot Castle, an increasingly anxious crowd was gathering.

Some of them were the many dusk-to-dawn Nightmare Night revelers still in their costumes, who were wondering why the Lunar Guard was ringing the area while others were the morning shift maids and Solar Guardsponies coming on duty from their homes and the outside barracks, only to be told that they could not enter the palatial home of the Princesses.

When asked why, they were informed that a “minor magical malady” had occurred within the castle, in the words of the light-furred bat-pony Colonel who was second in command of the Night Guard Canterlot Garrison. He assured all present it was “under control”, further informing his uncertain audience that Shining Armor and Princess Mi Amore Cadenza were only there “out of an abundance of precaution” to ensure it did not spread.

“Remain calm, all is well!” he promised even as his membrane wings twitched nervously and his smile seemed forced; still others wondered why he kept glancing uneasily over at his commanding officer. The latter was speaking in low tones to his pegasus counterpart commander of the Day Guard, who flinched at whatever he heard. As all present watched, messages were relayed by word of muzzle only as Solar Guardsponies then joined the thestral formations at intervals, the unicorns among them erecting shields and casting what civilian mages recognized as various defensive wards.

“So what do you think?” Lemon Hearts asked Minuette from behind the barricade, still dressed in her old Sponyish unicorn swordspony attire. She and her friends remained in their costumes following a night of partying and pub-crawling on the outskirts of Canterlot, where the more working-class and far-more-fun establishments were located.

“I don’t like it,” her friend replied from under her mad scientist attire, which she’d taken pains to wear the previous day at her dental practice to scare a few of her more skittish patients. “This is a lot of security for some ‘minor malady.’ And the castle has plenty of defenses and enchantments that should isolate it anyway. So the only thing I can think of is that Discord did something. He was supposed to be master of ceremonies at the Royal Nightmare Night Masquerade Ball.”

“Yeah…” Twinkleshine agreed. She’d elected on a military theme of her own, dressed as an old Maregolian warrior in reflection of the ancestry and interests of her longtime marefriend Shoeshine, or ‘Linky’ as her friends affectionately knew her.

“Even the Griffon Kingdom Embassy down the street had a protective shield up and Magus guards out—not that it would do any good if it was Discord. Guess it’s too bad we didn’t go to Ponyville this year for Nightmare Night—I had an invitation from Linky to spend a few days with her, too! At least it would get us away from whatever this is…” She motioned with a hoof to the military activity around them. “Any thoughts, Moondancer?”

“I’m with you,” Moondancer replied. Her bespectacled eyes scanned the area from beneath her tribal crown; her costume making her look the part of an old Coltic chieftain. “So why didn’t we just go to Ponyville? We had standing invitations from Twilight herself!”

“Because the trains were packed, because the ticket prices were astronomical, because the inns down there were full, and because Twilight wouldn’t be available to spend time with us given all the Nightmare Night preparations and festivities she had to oversee,” Minuette pointed out. “You said as much yourself last week. Personally, I think we should have gone to Las Pegasus instead.”

“That would have been even more expensive!” Lemon Hearts pointed out, then smirked. “Or were you just hoping to run into your old earth pony flame there again?”

“Oh yeah… what was her name?” Twinkleshine teased as Minuette broke out in a blush, the former giving the latter a playful nudge and wink. “Sex Star?”

“Five Stars!”Minuette corrected sharply with a fierce flush, but then turned wistful. “And if you weren’t there, you could never understand what she did for me…”

“At least you got to be with her once.” Moondancer turned depressed and downcast, as she still often did when thinking about Twilight. “For the mare I want, I don’t think I ever will.”

“Still crushing on Twilight, eh?” Twinkleshine dropped her teasing tone, knowing how sensitive their old friend remained when discussing their former schoolmate. They’d made a great deal of progress since Twilight’s earlier visit in pulling her further out of her shell, and eventually elicited an admission that part of the reason she was so hurt by being stood up so many years earlier was that she was hoping to admit her feelings to Twilight then. “So that’s why you went with a Coltic costume? Because you knew Twilight had a fascination with them, too?”

“Yes,” she admitted, squeezing her eyes shut in pain for a moment. “We studied them together at one point. She liked their culture and clothing. And I liked her, so…”

“So, I do the same thing with Linky and the Maregolians,” Twinkleshine admitted, laying a hoof on her friend’s shoulder. “It’s not weird at all.”

Moondancer gave her a grateful look, only to turn pensive again. “Thanks, Twinkie. So what should we do about all… this?” She motioned to the growing army of Guardsponies, both Solar and Lunar, ringing the castle in front of them.

“Well, what is there to do?” Lemon Hearts wondered aloud. “We’re doctors and scholars, not soldiers.”

“But anything that worries them is something that should probably worry us,” Twinkleshine decided, noting the bat-ponies of the Night Guard were remaining on duty even as the earth ponies, pegasi and unicorns of the Solar Guard joined them, instead of retiring for the day as they usually did. “Whatever’s happening in there, they look really worried that it’ll get out and get them as well. We don’t have enchanted armor protection or military-grade defensive spells, so I vote that we get the hay out of here! And preferably out of town entirely.”

“Seconded!” Moondancer said, raising her hoof, and the other two mares nodded their agreement. “So maybe now’s the time to head south for Ponyville? Tickets should be cheap the morning after Nightmare Night. If we move fast, we can catch the 6 AM train out…”

The entry of Luna into the newly conquered Canterlot Command Center was marked by a sharp flash of light and massive eruption of wind and lightning that bowled all present backwards, knocking many bat-ponies into panels or walls. The magical backflash of her brute-force entry blasted through the remaining protective wards, shattering crystals and stunning all except for the four horn-equipped thestrals, whose overpowered auras proved just barely sufficient to keep them awake and alert, though not without a sharp headache and a wave of severe vertigo.

“ENOUGH!”The voice of Princess Luna thundered through the room, instantly recognized by all despite their dazed states; their vision clearing quickly enough to stare at her in a mixture of shock and giddy delight.

“Cease thy rutting and desist in thy debauchery! Know that I do not hold any of thee responsible for thy actions under this curse’s influence, but nor can I allow thee to escape this place! Thy efforts to infect not just Canterlot but all Equestria end here and now!”she told them, noting with both surprise and a measure of appreciation their larger and more predatory forms—the curse altered them to not just make them more attractive and fertile, she realized instantly, but also better able to hunt down new hosts!

“P-Princess Luna…” an awestruck Corporal Concord addressed her first, still deep inside a newly transformed Major Borealis despite the pair being bowled over and knocked into a nearby instrument bank. The latter moaned and shivered, his body still adjusting to both his new form and the massive phallus filling him, only to be disappointed as it was withdrawn and the former Corporal stood up to face his regent. He flared his large wings to bow low before her, seed still dripping off his well-slickened shaft.

“Greetings and welcome, Mistress of the Moon! Your timing could not be more fortuitous! For with you as our leader, we will be unstoppable!” With a heady grin, Concord turned his new mating aura directly on her, as did every other thestralcorn present, only to find that they did not affect her at all, thanks to what they belatedly recognized as several layers of defensive enchantments protecting her.

As a result, her only immediate reaction was for her eyes to narrow and then glow brightly as she spoke in her Royal Canterlot Voice again. A violent wind then came up around her, forcing them to flinch away. “Thy new thestralcorn power is impressive, young Nightborne. But not enough against me!” She emitted a new spell that cut their auras off instantly, bands of magic materializing around their horns to block any further spellcasting or emissions of mating magic.

“Unfortunately for thee, I am well aware of this curse’s nature and can defend myself against it! You will neither tempt me nor transform me! What you will do is obey my orders! You will all submit to my spellcasting and fall into a deep sleep so you can be cured later!” A fresh wave of magic erupted off her horn, causing all non-horned members of the converted command staff to do so along with Penumbra and Spring Air. They collapsed to the ground like puppets cut from their strings, still aroused and with dreamy expressions on their faces as they fell into slumber while occasionally still in each other’s arms.

Their magic remaining available internally if not able to be projected externally, the more magically-experienced Concord and Riesling used it to maintain consciousness with some struggle; their new thestralcorn auras already working on weakening the wards around their horns.

“No…” the former called out as he fell back to the floor, his excitement growing at both her presence and the challenge she presented, knowing it was their chance to convert the Lunar Princess herself! “We don’t want a cure! We love being this way! We only want to share this great gift with others! With you!” Concord insisted.

“He is correct! So let us show you our new power to pleasure! We know of your history and the torrid tales of your onetime Lunar Court, so let us have you, our Lovely and Lustful Luna!” Riesling said as he took a slightly unsteady step towards her. He felt the magic behind his blocked horn build like the swelling of his own backed-up apples, which despite having already emptied themselves countless times that night were ready and eager to erupt again.

“Lovely? Lustful?” Luna echoed in disbelief, wondering how insidious was The Nightmare’s creation that they would deliberately appeal to her pride and have knowledge of her own past decadence and depravity! Some lurid memories of her time as Nightmare Moon flashing through her mind, she picked him up in her aura and pinned him against a wall, making clear that he was helpless before her and she could do far worse than restrain him if she wished.

Despite that, his flush and excitement only grew at her magical touch as he closed his eyes to drink it in, raising her ire further. “Thou art ill, young Highborne! Thou hast been infected by a Nightmare-created curse that blinds thee with lust, so it could then be used to bind thee to her! Thou art nothing more than disposable pawns in her latest play for power!” She felt the edges of her aura tingle as it interacted with the corrupted magic within him, but she ignored it, reinforcing her wards to make sure it could not taint her.

“We care not where it came from!For you are still our Princess, and we would serve none but you!” Concord stood up shakily, his slightly softened organ wobbling hard beneath his belly before stiffening immediately again at the sight of her, catching her gaze. As his eyes drank in her beautiful form anew, Luna could all but feel his eyes devouring her; watch his enormous membrane wings grow rigidly erect along with his oversized shaft—he was certainly of sufficient size to service her, she couldn’t help but note, even when she’d been in the larger form of Nightmare Moon.

“None but me?” she echoed in disbelief even as she suddenly wondered if all the corrupted ponies were so phallic and fertile. She turned her attention back to a captive Riesling, whose wings were splayed hard against the wall and whose tongue lolled out of his mouth in her magical grasp. It wasn’t just his endowments that had grown, she realized anew; his curse-converted form was far larger, sleeker and stronger than the average thestral, leaving him a panther-like apex predator able to overpower his prey both physically and sensually.

“None but you!” Riesling concurred, trying to lean into her, his entire body tingling from her magical touch. The corruptive curse within him tainted the edges of her aura in turn, turning it a more purplish hue and slowly increasing its sensitivity. “You alone have the right to command us, Princess! So set us free so that we may swear allegiance to you properly!” he implored her unsteadily through glazed eyes, his hips thrusting into and forelegs pawing feebly at her aura.

The more he spoke, the more her magical grasp began to relax on him as her eyes played over his altered features repeatedly, allowing the head of his organ to fall forward to point towards her from where it had been pinned against his belly. Its tapered tip stayed fixed on her muzzle even as the shaft behind it wobbled, like the eye of a predator locked on its prey.

“Command thee? Swear allegiance?” Luna blinked at the unexpected statements. The immense concentration of curse-enhanced mating magic within him acting on her aura like a magnet, she didn’t immediately realize it was drawing him closer to her of its own accord, shortly leaving his hovering phallus but a foot away from her face. “But I already have thy...”

Her voice trailed off as the deeply masculine sight suddenly filled her vision, bringing the first hint of blush to her cheeks. By the Moon… such incredible stature rivals the Highborne High Priestess HERSELF! she realized as she studied his stallion attributes. His impressive organ was rigidly erect and visibly pulsing; she further noted its size exceeded even the most physically gifted and magically enhanced of her onetime harem’s Saddle Arabian stallions!

But why would I even NEED a harem if I have such exquisitely endowed and overpowered servants as these? They could serve as both my soldiers AND my stallions! she realized, and without thinking, she ran her aura directly over his endowments. She was trying to get a sense of both his shaft and oversized apples, wishing to determine just how fertile he was and how frequently he could mate.

She was shocked into speechlessness by the answer she received—with the curse having consumed him, and given sufficient food, he could rut continuously and convert an entire room full of ponies in mere minutes! His seed was so potent he could even impregnate females of other races, his powerful pheromones and mating aura instantly turning them both receptive and fertile! And that meant…

Her mind went awhirl at the possibilities—it meant that at long last, the thestral race she so loved could truly expand and flourish!—she then experimentally stroked him, eliciting a sudden moan and spurt of clear fluid directly into her magical field. The injection of the curse-corrupted substance caused a larger portion of her aura to take on a more purplish hue around it, the color change creeping back towards her horn until it touched it.

The sudden spike of sensation and sensual desire it produced broke the near-trance she was falling into; her aura providing a conduit for the corruptive energy that bypassed all her protective enchantments.

“What? No!”she immediately cut off her aura before it could feed her any more tainted mating magic. She dropped him back to the ground at the realization she’d been magically fondling him, a blush reaching her cheeks for the first time as her tail partially but involuntarily flagged behind her. Luna was both confused and aroused at that moment, her reactions and the sexually charged atmosphere around her reminding her keenly that she’d not known love or rutting since her rebirth.

Despite that, she forced the growing urges back, reminding herself sharply of the stakes. “By the Moon Goddess herself, this curse is truly insidious! It appeals to not just a pony’s physical desires, but their deepest emotional ones! And thus it must never see the light of day!” She charged her horn with a more powerful sleep spell only for it to falter; the corruptive magic already within her horn disrupting it; altering it to produce not sleep but a soothing effect aimed not at them, but inward at herself!

“Why did you stop?” Riesling asked her forlornly as he pulled himself unsteadily back to his hooves, his cheeks still flushed and phallus still throbbing. “Your touch felt so good! Do you not like us? Are we not worthy of you?” his wings slumped along with his organ even as his blocked mating magic built stronger behind the ward she’d placed on his horn.

“‘Tis not a question of worthiness!” she reminded herself as much as them. She had just caught herself from casting her altered spell, recognizing its calming effect would likely have quieted her fears and made her more amenable to their advances. She shook her head sharply and quickly purged her aura of foreign influence with a dispersal spell, only to find that she couldn’t rid herself of all of it—a trace of the curse’s corruptive magic remained firmly embedded in her horn, and she could not expel it without a great deal of additional effort.

“Then you do find us worthy! What you see is yours to command, My Princess!” Concord sensed her uncertainty and read from her thoughts how long she had been celibate, standing forth to present himself in offering, stretching out so that his lithe body, wide wings and impressive erection remained in full display. “We pledge our lives and loyalty to you! Allow us to show our love and devotion properly!”

“Silence!” she ordered again through a deeper blush, her confusion growing as the mating magic crept further down her horn and her own long-suppressed passions seemingly rose to meet it. Her scrying powers enabled her to read their deepest desires, and from them she realized that they weren’t trying to trick her—that they truly did love her and wanted to follow her, whether as Luna or Nightmare Moon! “I cannot!”

“Cannot what?” an unsteady Riesling challenged, trying to stumble towards her despite the restriction spell in place against his horn, wishing only her tingling touch again. “Cannot accept our love? Our desire to set you free? To make you whole?” he implored her again, reading the same thoughts and emotions from her as Concord was. “We can see how repressed and conflicted you are! Let us release you, Princess! Let us restore the great Queen you once were!”

“Release me… restore me...” she echoed, her voice almost forlorn. Her desires warring with her duty, Luna couldn’t help but reflect that her chastity was not because she’d had no interest, but because she still did not fully understand the rules of this new era—stallion harems were no longer allowed, for example—and because she feared running afoul of modern sensibilities so badly that ponies might turn back against her. She also did not trust herself to not manipulate a prospective lover by entering their dreams as she’d so often done as Nightmare Moon, bending their passions and proclivities to her own designs, indulging her deepest and darkest desires in the process.

The sharp reminder of the immoral and evil acts she had done under The Nightmare’s influence gave her fresh impetus to resist. “NO! I dare not! You will not tempt me! You will not convert me!” she proclaimed even as she further found that the fantasies running through their minds were not unpleasant ones, involving not raping but ravishing her. Far from simply using her for gratification or seeing her as nothing more than a new host, they wanted to worship every inch of her body by tongue, aura and tuck until she was not just transformed…

But well and truly satisfied!

The urge to surrender herself growing even further at the idea of receiving so much long-sought love and outright adoration from her subjects, Luna realized if she didn’t act soon, she would not be able to act at all. “‘Tis not a question of worthiness, but a question of thy curse and how to cure it! Now no more delays! You will submit to my sleep spell!” she ordered imperiously again, ignoring the mating magic within her to charge an even more powerful incantation around it—one both thestralcorns instantly realized they had no chance of resisting without the use of their horns.

“If you wish to stop us, then do so—we cannot prevent it! But consider this, Mighty Luna! You call it a curse, but is it truly?” Concord challenged, speaking quickly, having gotten a good idea from her thoughts by then of what she wished and wanted most.

“Look around you, My Princess! Look at the love for our kind and kindred we can spread! Look at our enhanced forms, now as predatory and powerful as they are fertile! Look at our new powers and all the consummated friendships!” He motioned to the horn on his head and then the unconscious couples lying intertwined around them, trying desperately to hold her attention just a little longer, until his backed-up magic combined with her weakening will could break her various wards fully.

“Realizing she was wavering again, he pressed his advantage further as he sensed the lock on his horn starting to slip. “Look at how we may now breed all races, spreading the glory of our bat-pony bloodlines throughout the world! Look at your greatest dreams of thestral unity realized—how Lightborne and Nightborne now freely mate and mingle!” he further pointed out, nodding to where Andromeda and Milky Way remained locked in a cream-and-cerulean swirl of Highborne-on-Nightborne mare-on-mare action, then pointing behind them to where Private Pulsar remained the center of attention of several Nightborne Stallions.

Following his gesture, her eyes locked on the former first and widened slightly at the unlikely but undeniably arousing sight, lingering on it for several seconds—perhaps it was The Nightmare’s influence on her, but Luna had greatly enjoyed compelling different races to copulate as Nightmare Moon, and she found that the intense desire to violate that taboo remained entrenched within her, even now.

“Lurid though that is, ‘tis not—” She had barely begun to speak when she then started and audibly gasped when her gaze fell upon the second scene of Private Pulsar, whose stallion suitors had clearly been adoring every inch of his effeminate body and the same enormous ears she had once possessed, but later magically shrunk to merely somewhat oversized when she found them too awkward and ungainly.

She went weak in the knees as she saw that Longlance’s erect organ remained firmly and quite deeply embedded within him, even as his own still-partially-erect half-sized stallionhood was lovingly tended by a Highborne muzzle in turn. Even more arousing, she could tell by their poses that he had been returning their adoration, stroking and suckling the other stallions with his wings and tongue.

Luna felt faint and her sleep spell evaporated uncast as she couldn’t tear her eyes away from the scene, finding one of her most secret and forbidden fetishes triggered. She couldn’t help it—just as her sister enjoyed adolescent fillies, she’d always desired younger colts, frequently visiting them in dreams to fulfill their fantasies—and her own!—even before the days of Nightmare Moon.

It was a desire she had suppressed hard after her return, no matter how tempted she had been, warned privately by Celestia that such things were now frowned upon, even by a Princess. And she had good reason not to go back to it, given what she’d done during her time as Nightmare Moon…

The two stallions then blinked and broke out into grins of heady delight as they saw where her gaze fell and recognized the effect it had on her, to say nothing of the thoughts and emotions she was so strongly broadcasting. “So, you like that! You like him!” Riesling realized giddily, suddenly regretting mildly that he hadn’t been transformed into a more teenage form like the Prince or Colonel. For maybe then she could not resist him?

“Then you can have him, Princess! You can have whoever you wish! You will no longer be beholden to such ridiculous rules and restrictions as this new era imposes!” Concord quickly followed up as he sensed Luna’s deepening doubt and leaned his words into her increasingly conflicted thoughts. “You may do as you once did before The Nightmare! You may even do what you enjoyed as The Nightmare! Caress and convert all the colts you wish!” he all but purred to her, causing Luna to suddenly feel faint.

“As The Nightmare… all the colts I wish...” she whispered to herself silkenly, feeling her eyes turning slitted and marehood beginning to moisten as she felt the familiar pull of the dark urges she’d not only once known, but only too eagerly indulged rise within her. And then abruptly, her eyes snapped open as she realized what she was thinking and instantly teleported the group out of her sight lest she be tempted to wake them—or worse, join them!—cursing The Nightmare again for what she’d done to her psyche. But flustered as she was, the spell backfired and answered instead to her internal desires, moving them halfway towards her!

“NO!” she shouted again as she beheld them at closer range, and worse, felt them start to stir. She reeled as she felt her sleep spells and wards begin to weaken but could not bring herself to immediately restore them, her desire to let them expire and drop her defenses entirely increasing as the single spark of curse corruption within her began to take root and grow, like an ember fanned into flame. “I cannot! Thou art trying to trick me!” She deliberately turned away from the sight of the young colt, feeling unable to come up with even a single countercurse even though she knew every such spell in her impressive magical arsenal by heart.

“‘Tis no trick! Please hear us, Moon Princess! ‘Tis but the start of remaking not just Canterlot but the entire world!” Riesling pleaded in his best imitation of her olden tongue, taking a step forward as he sensed her ward on his horn weakening like a loosening knot, either due to his internal magic prying it open or her own slipping focus. “We need thee to help spread these wondrous gifts throughout the world! We seek only to serve under your sensual banner as we go forth and conquer all Equestria! So don’t fight us, Mighty and Magnificent Luna! We know thy hidden passions and seek only to sate them!”

“He speaks for both of us!” Concord added eagerly, sensing the magical knot around his own horn rapidly weakening. “Far stronger and more sensual though we are, we still recognize thee as our beloved regent! Thou shouldst be leading us in the effort!” He then focused all his will and power, and with a massive magical surge, broke the ebbing bond around his horn with a bright flash of light and then helped his compatriots to do the same as Riesling dispersed her sleep spells in turn.

Their power and wits restored, the four thestralcorns swiftly clambered to their hooves as their magic returned to them, instantly reinvigorating them and restoring their excitement. Their wings grew erect again as they stared fixedly at the surprised and uncertain Celestial Sister; at Concord’s mental command, they cast an anti-teleport suppression field to ensure she could not leave their presence or attempt to remove any other temptations from her sight.

“What?” Luna was visibly surprised by both feats as she realized her immediate egress was blocked—it was a spell that the average unicorn mage took a great deal of time and training to learn, yet these four knew it instinctively? For the first time, she had a moment of severe worry as she hastily reinforced her personal wards, sensing it would take her some minutes to undo their enchantment and every minute she spent with them was weakening her will to resist.

Concord grinned at her reaction and what he read from her mind as the reason for it, risking a second step towards her. “As you can see, we are no magical neophytes! As we acquired our horns from Blueblood, every spell he knew, we know! Except our thestralcorn auras are far more powerful...” he explained in newfound confidence, gently probing at her outermost magical defense as his horned comrades followed his lead by fanning out to do the same, knowing they’d bought themselves a few precious minutes to try to sway and seduce her.

Riesling spoke next. “But those powers belong to you, our Glorious and Gorgeous Luna! We would serve in whatever capacity you wish, whether as simple soldiers or thy own sensual mages!” He then sent another mental command to the revived command center staff, telling them that resuming their amorous activities was the key to weakening her resolve further. They instantly and eagerly obeyed, watching her out of the corners of their eyes and keying their actions to what they sensed she liked.

“Please do not hate us for desiring you, Mistress of the Moon! And please do not hate yourself for your own desires! For to make love to you is the greatest dream of all Nightborne!” Concord pled, reading the spell that made up the outer layer of her defensive enchantments instinctively—a simple ward against most common curses that could not block the curse by itself, but could at least blunt it enough for the layered enchantments beneath it to absorb.

He experimented with his aura until he found a counterspell for it, imagining himself picking a lock with a key—or better yet, stripping her of a protective piece of armor by releasing its internal fasteners, letting it fall to the ground to bare part of her beautiful body. “Your duty is to us! And ours is to you!” he added as, to his great satisfaction and even greater excitement, the ward deactivated instantly.

Luna blinked anew at the astonishing feat and then shook her head sharply as yet more of their mating magic seeped through, erecting what the foursome sensed was a shield against dark magic to protect herself from the intense sensual energy assaulting her. “My duty is to all Equestria! And your duty, young Nightborne, is to me!” She restored some snap to her voice, trying to advance on him only to stumble slightly as the first wisps of smoke started to come off her crown and royal vestments.

“A duty we will gladly fulfill as we love and worship every inch of you!” a quickly recovering Private Penumbra replied fervently, licking his lips again at the sight of her. His attuned senses picking up on her growing interest and arousal, he reared up and pinwheeled his hooves to show off his massive wings and equally enormous erection in an attempt to entice her further; he was gratified as her eyes flickered to it repeatedly. “For our new forms do not shake our loyalty to you! Even now as we desire you, we wish only to serve you!”

“It goes for the Highborne as well!” Spring Air added eagerly as he moved to surround her and slowly approached her, their glowing horns and throbbing phalluses pointed directly at her. The latter twitched as each intensely imagined what they wanted to do with her; which part of her beautiful body they wanted to touch, caress, and fill first. “Please! Grant us your favor and your very body, Keeper of Dreams, so that we may at long last unite the two tribes under a single sensual banner! Do so, and I safely speak for all my kindred when I say we will gladly swear allegiance to you where we once failed to!”

He then succeeded in deactivating her dark magic defense as Penumbra likewise found the key to removing an olden chastity spell, designed to badly blunt if not entirely quash any sensual urges. Their loss caused her sexual excitement to surge in earnest, and her final defensive ward—a simple magical dispersal spell designed to deflect any attempted enchantment—then expired of its own accord as its caster no longer had the will to sustain it.

“I…” A flustered Luna knew what was happening to her but couldn’t stop it. She couldn’t help it—she had expected them to try to overwhelm her and take her by corruptive magical force; she had not expected them to do so with such heartfelt love and flattery, offering not to enslave her but to adore her!

To follow her!

To worship her!

To give her the respect and reverence she had always so fervently sought!

To give her all that she had ever wanted, and fallen victim to The Nightmare attempting to gain!

“Cease thy resistance, our beautiful and desirable Luna! Do so and we will give you all our love and attention! We will make love to you as you have never been made love to before!” Penumbra promised as they began working on removing her royal vestments, which they quickly realized provided additional layers of personal protection with powerful enchantments designed to defend her when she was no longer able to defend herself, preventing possession or corruptive effects while they remained in place.

“But…” Luna was increasingly at a loss as rutting again erupted all around her, finding her gaze flickering to first Andromeda and Milky Way as they made out while rubbing their bulbous belly breasts together. As if sensing her gaze, the pair instantly turned to give her a bigger eyeful, one aided by a quick incantation cast by Concord to increase their size and milk production further.

They didn’t have male organs yet, having not been tucked by any who had them, but that just gave a badly flustered Luna an equally spectacular view of their femininity beneath their flagged tails, watching as Andromeda’s mammary and marehood milk ran freely down and over those belonging to Milky Way.

“This isn’t…” She had barely absorbed that enticing vision before shifting to the equally unlikely image of a Highborne stallion—Lieutenant Noctilucent, she recalled—being taken from both ends by two of his subordinates, one Nightborne and one an Earth Pony who had acquired Highborne attributes, driving home again the curse removed all moral restrictions on both colt-cuddler and inter-tribal affairs.

“Stop it…” she squeezed her eyes tightly shut only to open them again, her long-suppressed desires now pounding at her remaining mental and physical barriers from within even as the sights and sounds of rutting coupled with thestralcorn magic outside ate them away from without. But they did not stop, sensing the effect they were having on her and encouraging her further, increasingly certain she would not or could not stop them.

Her gaze next fell on a thestralized and feminized Blueblood himself, reduced to a toy for bat-stallion pleasure. Though she’d never liked him, she couldn’t help but consider it an extremely apt and brilliantly erotic punishment for his arrogance and mistreatment of her soldiers, watching as he eagerly accepted every phallus offered him by Highborne and Nightborne alike.

The earlier enchantment that had helped overcome the enchanted armor of the command staff was still active, her vestments began to evaporate in earnest as, in a moment of weakness, she mentally urged a nearby Nightborne to mount him and, with a wink at her, he immediately did so.

He gave her a spectacular view as he sank himself within the Prince all the way to the medial ring, stretching him deliciously wide and causing her to take an involuntary step towards the scene. It reminded her all-too-vividly of what she’d done when she’d captured his ancestor, Blueblood the 4th, and broke him by breaching his mind and twisting his dreams to make him want only her, addicting him to her body and then using it to force him to spy on Celestia.

“Stop it!”she ordered herself again as she then recalled some of the more wild nights of her former Lunar Court; celebrations of victories won or simply welcoming foreign dignitaries whose alliance she sought to dinner. She recalled that it was said to rival even the Court of Coltugula in sheer debauchery, in which she sometimes offered up herself as a reward or enticement for those who had pleased her, or those whose stallions or soldiers she sought.

As if an answer to her remembered treatment, a Nightborne mare stepped forth in offering, locking eyes with her. “Was it anything like this, Princess?” she asked. She was then quickly serviced from head to toe by multiple mares and males, bat-ponies of both races flocking to her. They orally worshipped her wings and various other intimate areas before mounting her from multiple angles, males taking all three of her openings at once as several mares suckled her teats and stallionhood from below, keeping their tails flagged and intimate areas in full view of her.

“Y-yes…” a dry-muzzled Luna confirmed. She reeled anew as every sight, smell, and sound around her was seemingly tailored to arouse her long-forgotten and most desperate desires. They prevented her from focusing enough to cast new spells or even sustain her old ones; the pace of her protective vestments evaporating increased in response to her excitement—she had no idea what incantation was at work that could cause that!—until they suddenly all crumbled into dust on her body and disappeared into wisps of smoke, leaving her completely naked and defenseless; even her crown was gone from her head!

“N-no…” despite her words, she did not resist as the four thestralcorns then began moving closer, lovingly caressing and outright groping her from afar with their auras. After casting various sensitivity and enhancement spells on her, the former making all her erogenous zones tingle while the latter made her ears lengthen and teats expand, the four males then ran their auras through her flared wingfeathers and the fur over her flight muscles; their magical touches as exquisite as they were progressively more welcome.

Getting bolder as they sensed her respond to and no longer resisting their efforts, she felt a magical touch brush over her flanks; its owner—a wide-eyed Private Penumbra—breathing raggedly as he touched her directly for the first time and then moved her half-flagged tail fully aside, revealing her swollen and needy marehood fully.

He nearly came on the spot as he spread her deep blue lips wide with her aura, using it to illuminate the glistening depths within. It had been so long since she had been touched there that she gave an involuntary gasp and squirt, which he captured and brought to his muzzle to taste. But she was given no time to offer up another before Spring Air began directly fondling her teats—another weak point of hers—making her legs threaten to buckle and vision go unfocused for a moment at the sharp shocks of pleasure being sent through her.

When it cleared, she was staring the phallus of Sergeant Riesling in the face again as he self-levitated before her in lieu of hovering on his arousal-stiffened wings, nibbling along the full length of her erect ear as the tapered head of his stallionhood found the lips of her muzzle and began to part them.

Her remaining resistance ebbing quickly, her slackening jaw began to admit it as the muzzles of Spring Air and Penumbra locked on her teat and clit in turn, threatening to make her climax instantly as Concord simply sat back and watched, stroking himself to the sight of her seduction as he continued to work on her wings and flight muscles, helping the efforts of his comrades where needed.

Through it all, Luna remained as confused as she was sorely aroused. But this makes no sense… The Nightmare wishes to use this curse to conquer me with their LOVE? By making them appeal to my own passions? To my desire for tribal unity? To my own remembered DEPRAVITY? Even more lurid memories of her time as Nightmare Moon suddenly resurfaced and flashed quickly through her head, involving a particularly memorable instance of being serviced in such a manner by her entire elite Shadowbolt team.

They were led in both war and lovemaking by her mighty Captain and one of the very few ponies she had ever truly loved, the great Nightborne warrior Star Sable, who was both her Prince and who had the sole and exclusive rights to her tail. The memory alone brought a shiver to her as she found herself for the first time since her rebirth in a place where those scenes could be recreated, in full.

Watching her carefully as he continued to help pleasure her, Concord blinked and grinned. “Well. If it is only he who has the right to take you there…” Tapping his magic, he transformed himself into the spitting image of Star Sable himself, moving forward to mount her tail, causing her to gasp and stare fixedly at him.

Her reaction made them all decide she was ripe and ready; Riesling gained entry with his organ to her muzzle as Penumbra and Spring Air positioned themselves to take her marehood together from below, leaving her anal orafice to Concord himself.

“Deny it no longer—you do desire this, Moon Princess! You seek the same reverence and rutting you knew before! Know that we will grant it and more! We will do whatever you wish, whenever you like!” Concord all but purred as he advanced on her in his altered form, his compatriots likewise taking on the visage of the Shadowbolts they’d seen in her thoughts as they readied to claim all her orifices at once.

“So… what was that little standoff back there about?” Sunset asked Delta Requiem as her power allowed them passage through Juniper Neptune’s shield, and then hid them from detection by the corrupted.

“It’s nothing you need to worry about,” Delta replied coolly as they began their approach to the Friendship Castle, an anxious Twilight keeping close behind both. “I’d have thought that such topics were considered taboo even among humans.”

“Well, they are… sort of,” Twilight admitted, as much to distract herself from her sexually charged surroundings; the eerie atmosphere and nightmare forms of various ponies they saw not helping her nerves. “Doesn’t stop people from talking about them.”

“Besides, if there’s some tension between you and the High Priestess, that could cause issues, which makes it something to worry about,” Sunset pointed out dryly. “The last thing we need is one of you getting converted because you couldn’t keep your heads in the game.”

Delta flinched at the none-too-subtle reminder. “I… concede the point,” she sighed. “The truth is that Juniper Neptune and I were in a relationship some years ago. It… ended poorly.”

“You and a Highborne High Priestess?” Sunset was surprised. “She’s a hay of a catch. Can I ask why you broke it off? Because it looks to me like you got the best of both worlds, there!” She gave Delta a nudge and wink.

“Sunset!” hissed Twilight, mortified as she felt Midnight perk up and take notice of the news.

Delta, however, showed little reaction. “It was entirely her fault… well, mostly.” Delta shook her head, sighing wearily as they paused long enough to let a pack of Timberponies pass. They sniffed at the air in some confusion, but finding nothing, they moved on. “It’s complicated,” she continued once they were alone again.

“Try me,” Sunset replied, her expression defiant.

Delta nodded as they resumed their advance. “Very well then. It started off well enough. We were both talented and accomplished magic users meeting each other for the first time in a small Highborne enclave inside of the traditionally Nightborne northern half of Thestralslovakia. A really obscure place up in the mountains,” she recalled, pausing only briefly to sing a few bars under her breath to better keep the effects of the curse-charged air and weather away.

“Her name was Tranquil Tide back then. She was very pious but not stuffy and condescending like too many of her kind. The thestralcorn priesthood isn’t normally known for consorting with the ‘lesser’ races of ponykind, preferring to tend to the spiritual needs of the Highborne alone, telling them stories handed down for generations of how they managed to survive despite being hated by the Nightborne and oppressed by their larger neighbors.”

Twilight frowned, wondering how such an unharmonious attitude could be so commonplace among any creatures living in their realm. But she offered no comment as Delta Requiem went on.

“The first time I saw her, I was on a goodwill tour of Thestralslovakia for the Princess. She was hosting a sermon in the marketplace, centered on the concept of reconciliation and forgiveness with your neighbor. Must have been the entire town who showed up, dressed in their uncomfortable woolen robes to listen to her speak with a brilliant pink sunrise overhead.”

Delta looked up into the stormy sky, seeing it in her mind as if it had been yesterday. “It was a beautiful morning, very cool and comfortable—nothing at all like tonight. So I sat down and listened to her speak until the end. She spoke eloquently and passionately of lasting peace between the different pony races being possible.”

Twilight raised an eyeridge at the last part. “That seems to contradict your previous statement about the priesthood not liking other ponies, just a bit…” she said before she could catch herself.

To her relief, Delta only chuckled, though Sunset knew from long experience there was the barest note of bitterness in her laugh. “Quite so, Twilight! She was quite different… or so I thought.”

“It sounds like something out of a fairy tale, honestly. Or a romance novel...” Twilight grinned sheepishly, her trepidation growing with each step they took towards the darkened castle in the distance—and worse, her corrupted counterpart within—her nerves not helped by the fact it was backlit by lightning like some of the cheesier suspense movies she’d seen at Rainbow’s insistence. “So what happened next?”

“After she finished her speech, she spotted me in the crowd and came up to talk to me. I must have been a sight, being the only non-leucistic creature for perhaps a hundred miles in all directions. She wasn’t shy—she told me she ‘sensed the aura of a mighty magus emanating from me’. And like a foal, I bought that hackneyed line and as the cliché goes, one thing led to another and we ended up in bed together that very night.

“Things took off from there and we ended up getting in a pretty serious relationship after a while. We were together for going on five years when things went pear-shaped.” An angry shadow passed over her face at the memory.

Sunset cringed slightly. “That does sound like a pretty hokey pick-up line, I gotta admit. Still, it sounds like you two were marriage material for being together so long. She liked you and from what you said, you liked her! So what went wrong?”

“I guess you could say she got a promotion,” Delta intoned sarcastically. “Tranquil Tide was on a very short list of names to replace the then-current Juniper Neptune after she ascended to the stars, making her the highest-ranking religious authority in the Highborne faith. She had a lot of high-minded ideas about reforming it to make it less hostile to intermarriage or interbreeding with the other pony tribes, and for that, I maintained a shred of respect for her.

“But when I saw her again after her ascension, she was a changed mare. And I don’t just mean that male equipment she had.” Delta’s face hardened. “I thought maybe that meant she could finally give me a foal, but instead, she turned cold and distant—it was like she didn’t want anything to do with me!” Her next melody to hide them from a pair of dragonponies passing overhead sounded slightly discordant, and both Twilight and Sunset felt a wave of vertigo pass over them.

Delta noticed and grimaced. “Sorry… maybe we shouldn’t talk about this right now.”

“Maybe not, unless you need to get it off your chest immediately?” Sunset agreed, but still snorted angrily. “Sounds like all that power and authority went to her head! Not that I’m one to talk...”

Delta shook her head, disregarding Sunset’s words. “I’m almost done. It took some persistence—I invaded her temple sanctum more than once, which is a big no-no for non-thestrals—but I finally got her to stop avoiding me and explain what happened to all of her promises of being together forever.

“It was then she told me it was impossible. She said the wisdom passed down to her from the previous incarnations of Juniper Neptune convinced her ‘it would be folly to reform the Highborne’ to accept or interbreed with outsiders. She said it would bring about the Highborne’s destruction in the long-run and ended on an apology — however futile — for leading me on…”

Twilight winced. “Ouch!”

“I second that ouch!” Sunset concurred. “I’m really sorry, Delta.”

“Well, so am I. That was five years of my life I wasted on her,” she growled, then took a deep breath to recenter herself, her expression hardening. “Thanks for letting me vent, but enough. We have a job to do, and we’re nearly there. So the plan is that I’ll mask you for as long as I can, but the closer I approach, the more danger exists that whatever pony acquired The Nightmare’s power will detect me.”

“That’s fine,” Sunset said. “I don’t plan to hide myself anyway. Twilight, you hang back with Delta after I go in. Delta, you hide her, and when you two sense me teleport the portal back over, that’s your cue! Teleport in yourself to my location and tag Eclipse with your pendant, Twilight! She won’t expect you and that should hopefully give you all the surprise you need. With the biggest gun out of the way, Delta and I can then hold off the rest while we power up the portal and have our friends on the other side create their countercurse song…”

Corporal Concord, who despite his previously low rank had ascended to the unofficial leader of the curse-infected Canterlot Castle garrison, was fully confident in his actions and seductive abilities, having tailored both his appearance and actions to appeal to the Princess and release her repressed passions fully, hoping and expecting she would return to being the greatest of all Queens and patrons the Nightborne had ever known—the great Nightmare Moon herself!

As he began what he thought was his final advance on his regent, intending to take her tail, he only realized something was wrong when Luna’s shocked expression at seeing the guise of her former Captain suddenly gave way to a full-throated growl around her mouthful of Riesling’s organ, the first four inches of which had made it into her before it was suddenly and violently expelled.

He felt a white-hot wave of pure fury rise up from deep within her; the very air around erupted with wind and lightning in direct reflection of her sudden and very frightening rage as all four thestralcorns were flung back hard, bowled over again by the eruption of her enormously powerful aura and elemental energies alike.

“HOW DARE THEE!” the Moon Princess screamed in outrage as she bodily hurled them far away from her again, all other sexual activity around her instantly ceasing. Her wings, which had been previously flaring in readiness to be rutted now did so in pure ire. “So… ‘twould seem that despite my mental defenses, thou hast been reading my very thoughts this entire time!

“‘Twould seem all of thee hath been prying upon my most private of desires and altering thy actions to suit them! To trespass upon my mind is an affront I cannot abide! And thou further believes I would betray my beloved to but a feeble copy of his courage and convictions?” she recited angrily as for the first time, Concord felt a moment of fear. He realized at that moment just how badly he’d overstepped, potentially ruining her seduction and conversion with just one overly-presumptuous and extremely foalhardy action. “Were we still The Nightmare, we would execute thee for thy insolence on the spot!”

Concord felt both a chill and thrill go down his back at the threat, cursing himself for only reading her surface thoughts instead of her deeper ones. And worse, he felt her slam mental shields in place, blocking further use of the enhanced scrying abilities they’d been using so effectively on her.

“Please, My Princess! He meant no offense! Like all of us, he sought only to know what would please you! How best to pleasure you!” To Concord’s relief, Spring Air tried to defend him, and did so honestly as Concord only belatedly remembered Luna’s scrying abilities dwarfed even their enhanced ones, and that she could quickly tell if they were lying.

“He speaks the truth! I didn’t mean to denigrate you, or your memory of the great Star Sable!” he bowed very low in supplication, his mind whirling as he tried to come up with an alternate strategy. He silently cursed his overconfidence anew, now only hoping to stall long enough for their pheromones and the remaining ambient magic to make Luna more amenable to their advances again.

Taking a deep breath, Private Penumbra stepped fractionally towards her, only to freeze as she turned her angry gaze on him. “I do not excuse his actions… or my own, Princess. But do not begrudge us our desires! For wishing to revive The Nightmare herself! We do not wish to control or conquer her! We wish only to follow her!”

But far from placating her, his words only infuriated Luna further. “Silence!” she shouted angrily, recasting and restoring her wards around their horns. To their alarm, they were far more powerful and painful than the ones she’d used previously. Wards designed to restrain alicorn-level mages that they quickly realized they could not break; the constriction on their magic draining them physically as well. “For thou know not of what thou speak!”

“Then show us, mighty Luna!” A weakened but still-excited Sergeant Riesling challenged. The thought that she might well be able to overcome and overpower all of them despite their enhanced thestralcorn auras and her undeniably strong desires only added to his still sky-high excitement, as did the tip of his organ still tingling in utter rapture from where it had all-too-briefly gained entry to her muzzle. “He speaks for all of us! Show us the supreme and sensual regent you once were, and we will happily serve thy dark will again!”

Luna picked him up in her aura, drew him to her and held him fast, this time steadfastly ignoring the thestral stallionhood dangling in her face. It throbbed a mere inch from her lips, but she made no move towards it with either her aura or muzzle despite the flush of her cheeks and the twitch of her nose, keenly remembering its scent and taste.

“Thou wouldst be very wise to mind thy words and wishes carefully, young Highborne,” she informed him ominously, dropping him at her hooves and causing him to scramble back from her in fear and excitement. “For ‘tis certain thy fondest wishes would be quickly and sorely regretted!”

“Regretted?” Concord echoed in disbelief, realizing that she was now far more resistant to their sensual charms, ignoring them despite her still-strong sensual urges. “But we have already seen what you once were! What is there to be scared of—simply a fondness for foals? ‘Tis no less than we would do, so why fight it? Why not let us set her free again?”

“NO! I dare not!” she replied, fighting with all her rekindled will as she felt not just the urge to rut, but a deep darkness accompanying her most perverse desires rising once more within her. “For you know not the creature Nightmare Moon was! You know not the depths of her depravity!”

“Then tell us!” Concord beseeched her, hoping against hope that having her recall her past corruption would allow it to emerge again. “Show us those depths! For how could they be worse than all you have seen before you now?” he motioned around the room, where all activity remained stopped; all eyes now locked on Luna in fear of her display of temper.

“Not worse?” Luna replied acidly, then began advancing on them slowly, her head lowering. “When the Caribou King refused to swear loyalty to me, I cursed his line and condemned all who followed it to have insatiable sexual desires! To have endless urges but no way to sate them except to love and serve me!” she said as her aura took on a deeper hue, in reflection of her own remembered darkness, the room itself seeming to fall deeper into shadow and a cold tingle to fall over all of her increasingly anxious subjects.

“When the Fourth Blueblood tried to trick me, I addicted him to my magic, which he could only gain by feeding off my horn or marehood! I ensured his loyalty by making his need so great and so strong he would die unless he serviced and spied for me!” Her eyes turned catlike and slitted, beginning to glow like a thestral’s as her words caused her audience to take a step back from her in fear for the first time.

“When the zebras attempted to assassinate me, I captured their mercenaries and made them my harem’s concubines! Enslaved their mares and forced even their males to bear bat-pony foals!” she announced as she advanced steadily on her corrupted subjects.

Their hearts skipped a beat as her teeth turned to fangs and a series of apparent gashes appeared on her body from which leaked not blood, but a miasma that seemed to stain both her fur and the very air around the openings a deeper hue.

Her body began to grow and her voice began to boom louder as all converted but Concord backed away, the remaining thestralcorns hastily erecting shields to protect themselves.

But Luna did not stop her advance or her speech, her horn lengthening and wingspan increasing to fit her growing stature. “When the gryphons allied with a dragon clan against me, I cursed them to be attracted to each other! Caused their best warriors to desire dragon females above their own kind and left their males irresistible to drakes in turn!

Traits that remain dormant within each race to this very day!” she then recalled, her lighter coat soon subsumed completely and her tone of voice turning more dangerous with each passing second as she pushed right through the magical resistance, dissipating the hastily raised defensive wards without effort. “And lest thou think I was being benevolent, such alien and unwanted desires destroyed their alliance and left them easy prey for my army, which later slaughtered them!” she further pronounced, eliciting a series of gasps and audible whimpers.

“When a captured Minotaur general insulted me, implying he could do far more for me than any stallion, I forced him to service his own bullhood for my amusement and then put him and his entire command staff in stocks, leaving their tails exposed as entertainment for my allies and Elite Guard during my evening feast!”A massive stallionhood then descended beneath her belly, dwarfing even those of the already-converted Night Guard who began to cling to each other not in desire but in abject fear. “Unable to bear his humiliation or the fact that I forced them to enjoy it, he committed suicide that very night!”

Despite all their new strengths and magic, the converted command staff began to cringe and cower. But still, the slowly transforming Luna did not relent. “When the Ibexians attempted to ambush my invading Army, I reversed pain and pleasure within their ranks! They then hacked each other to pieces in their efforts to orgasm! And once they were all slain, I ordered their horns removed and reshaped into toys of female pleasure!” she next told her aghast audience as a pair of equally enormous apples materialized beneath her marehood, each the size of an unconverted pony’s head, making clear she could both mother and sire foals even without the help of the curse.

“But my greatest atrocity of all… was when my sister’s army menaced me, I demoralized them by twisting their dreams to make them desire their own foals! Or worse, deliver them to me to molest!”With a painful screech that filled the room, mangled metal pieces began ripping out of consoles and walls to begin flying towards her, molding and reshaping themselves in midair.

“I forced them to observe as I turned their offspring into my sexual playthings! Or worse, compelled them to do the deeds themselves! Molded their minds to serve whatever perverse desires I wished! And you dare claim you know the depths of my depravity with but a few enhanced attributes and some minor acts of indecency?”

As her alarmed but awestruck audience watched, the orbiting metal pieces fused into a familiar helm directly on her head as a series of additional armor pieces formed, slamming into place to cover her legs and torso, completing her new Nightmare ensemble as her transformation completed. But she spoke as if she was barely aware of it, continuing her tirade the entire time.

“You know not the meaning of depravity! Your feeble corruption cannot even begin to touch the horrific creature I once was! The creature you see before you now! A creature that must never again walk free in this world!”she proclaimed imperiously; lightning flashing around her and deafening thunder echoing throughout the room as she stood over an awestruck Concord, her wings flared in anger and a display of pure dominance and power. “So set her loose, our young and naive Nightborne, at thy peril!”

All present then fell to their knees in terror and reverence at the image of pure darkness and demonic possession before them, her visage as famed as it was frightening. They prayed to the Twisting Nether and Moon Goddess for their safety as they realized they were no longer in the presence of Princess Luna…

But in the thrall of the unholy and utterly amoral Nightmare Moon!

As if overtaken by her memories, she then cackled evilly, rearing up and pinwheeling her hooves to show off her incredibly intimidating size and stature; her elemental powers turning the inside of the room into a maelstrom as she soon focused her attention on a cowering Concord himself.

“So, what dost thou think of us now, thou ignorant and arrogant stallion? Dost thou still think setting us free and unleashing the full measure of our mating malevolence and desire to defile ‘tis a ‘good idea’? Dost thou still wish to serve us, knowing that we are not merely corrupted, but utterly and irredeemably evil?” she asked in mockingly gleeful tones as she regarded him as little more than a piece of meat, licking her lips at the sight of him. “If so, then thou art the greatest foal who ever lived!”

To his credit, a trembling Concord stood his ground in the face of her elemental fury and utterly intimidating gaze; her slitted eyes and sharp teeth glowing brightly even as the rest of her smiling yet snarling face remained in shadow beneath her gleaming metal helm. He had never been more excited—or terrified!—in his life, even counting the events of earlier that evening. His organ stood rigidly erect and for the first time that night, he lowered his ears and posture, ready to submit himself to her elephantine ebon organ right then and there even if she enslaved or slew him after. For what point would there be in living after that, when no experience could ever equal again being sexually conquered by the Queen of Corruption and Empress of Erotic Evil herself?

“Th-then you are already the greatest of us! Even without this magic!” He dropped to his knees at that moment, realizing that despite his fear, he was well and truly in love with her. “Please, Great and Terrible Tyrant of the Moon! Let us join you! Command us! Corrupt us! We will be both your soldiers and your sensual servants! Say the word, and we will serve in any capacity you wish!” He turned and offered himself to her, shifting his tail aside.

“NO!” she shouted over her storm, still in the guise of The Nightmare even as her jet-black stallionhood twitched and spurted beneath her belly, its head rising to point directly at his offered orifice. “As thou can clearly see, The Nightmare indeed remains within me! Even now, I cannot escape her influence or the memories of what I did as her!

“Unfortunately for thee, what this means is that I am only too familiar with this madness and thus can resist such depraved desires of the flesh! Such corruption is what I swore never to return to, so be assured, that I will not succumb to this curse! That I will never surrender to such base and evil urges EVER AGAIN!”

Her horn then erupted with her most powerful and prolonged magical suppression and dispersal spells, which she maintained at full power for the better part of a minute. Her magic very ungently dealt with the corrupted command center staff as she shocked them all into unconsciousness, crushing their physical, magical and mental defenses without mercy in an assault none short of another Alicorn could withstand. When her power finally ebbed, every converted bat-pony lay in a deep sleep on the floor, wisps of smoke coming off of singed thestralcorn horns from the forced magical overload.

Breathing hard, Luna sank to her knees, sweating and shaking, relief warring with deep regret as she removed her opportunity to be rutted.

“So… at long last, I pass the test I failed so miserably a millennium ago,” she whispered to herself, still in Nightmare Moon’s form. But she could not celebrate—the urge to rut and release her fallen forces to finish their work remained unbearably strong within her. Worse, she very much wanted to bury herself in the Corporal to not only claim him, but let him know what power and passion truly was; leave him unable to enjoy any sensual act except with her afterwards. Her anger and sheer force of will had briefly beaten her amorous intentions back, but they rose again as a fresh surge of darkness-fueled desire filled her, and thus she knew she could not tarry in her task.

“Prince Armor and Princess Cadenza!”she called out as she cast a fresh communication spell, one connected to the Prince and Princess standing guard outside the Castle.

“Yes, Princess!” Shining Armor and Cadance responded instantly, and as one. “We just felt a massive surge of dark magical energy—we thought it was King Sombra himself for a moment, but then it passed! Is the curse contained? Are you safe?” the latter asked anxiously.

“Yes, and no. ’Tis done and the curse is contained. But I regret I underestimated the intense pull and power of its corruptive magic, and thus, I am… affected.” Despite her deepening desires not to, she magically restored the containment fields around the affected castle wing and Command Center, and then scrambled their control frequencies to unknown combinations to ensure they could not be lowered by her again without her bringing down the entire castle—which, even corrupted, she knew she would not do, lest she slay her own subjects.

That much of The Nightmare’s corruption was gone from her, at least, thanks to her earlier cleansing by the Elements of Harmony. “I was forced to resort to… extreme measures to defeat it, but ‘twas not without cost. Though I remain unconverted, the curse magic is now within me, and thus, I dare not leave this place.

“So whilst I still have my sanity, I call upon you both to ensure I cannot escape! Use your strongest shield and sleep spells to reinforce the inner containment fields and keep all infected within quiescent. Together, your combined power should be sufficient to restrain me. Inform my Moon Mages and my sister’s Sun Sages that ‘twill now fall to them to control the heavens in our absence,” she said, referring to the ancient but still-active unicorn orders that raised the sun and moon before the rise of the Celestial Sisters; their existence remained a failsafe in case either or both fell.

“Them? But why not—” Cadance began, only for Luna to anticipate the question and answer before she could finish.

“Because I dare not attempt to transfer my power to you, Princess Cadenza, as ‘tis likely I will transfer the curse along with it.” She gritted her teeth but forced herself to say the words, sensing she was surrendering a golden opportunity to set the corruptive magic loose upon her, and all Canterlot in turn. “You are the last unaffected Alicorn, and you must at all costs be kept safe. Thus, the Solar and Lunar Orders must now fulfill their olden roles again,” she explained further, even though she hated it, part of her regretting being so loyal to her crown and devoted to the duty of all.

“Yes, Princess,” Shining Armor’s subdued voice answered. “By your command, it will be done. But if you cannot intervene, what of Ponyville? What of my sister?” he asked in audible worry.

“Fear not. The Highborne High Priestess has already quarantined the town, and the human element bearers have a plan to cure the curse from the portal within it. If they do not succeed, then curse or no, I will launch my own final effort to defeat this amorous abomination from the dreamscape itself, where my spirit should be able to resist its pull far easier when unencumbered by my body.

“I will keep the nature of that effort secret in case you yet fall prey to this curse yourselves—’tis possible it may yet erupt elsewhere in Canterlot, so stay alert! But as of this moment, do not accept any more orders from me, as I may be corrupted and trying to trick you,” she forced the words out even as part of her desperately wanted to countermand it on the spot; wishing to first awaken the four new thestralcorns to let them complete her conversion, and then lure the two Crystal Kingdom regents inside where she could transform them into her nocturnal servants in turn, making her new army all-powerful!

“Understood,” he replied solemnly, unaware of her thoughts. “Your sacrifice to save Canterlot this night will be remembered. We will come for you when we have the cure. The Sun and Moon Goddesses be with you, Princess Luna.”

“And with you,” she gave the traditional reply even as she vividly visualized sexually subjugating Shining Armor and his wife, turning them into her sensual satraps before setting them free along with all her new army to descend upon Canterlot. The urge to corrupt and conquer growing within her, she felt herself turning into Nightmare Moon again, her long-suppressed stallion organ growing again from her belly to hang down almost to the floor itself.

Its tip twitched hard as she imagined pursuing and then magically overpowering Princess Cadance before plunging her nearly-forgotten phallus into her depths, claiming her and forcing her to grow a stallionhood of her own! Once properly corrupted and conditioned, she would then set her loose to hunt down her own husband, the pair of Princesses then cornering him and taking him from both ends!

He would struggle but finally surrender and accept his place as not just her commander but her favorite concubine, while she would become head of her new harem and enforcer of her sensual will! In the end, Luna would not only turn them and all ponies into her playthings, but force them both to bear her foals!

She would reign as Queen and let all other races become breeders for herself and her thestral servants! She would at long last conquer Equestria, and then even the realms beyond! She would subjugate and sexually enslave all who resisted her, even her own sister! Her great and glorious Lunar Republic would be reborn as an empire of rapturous lust! And then she would—! Would…!

Luna blinked and chuckled, her eyes reverting back to their normal state. Breathing softly, she suppressed the sensual urges and retracted her swollen stallionhood through sheer force of will; her laughter and Nightmare features subsiding as she forced her most fervent fantasies back to bay.

“Not this time…” she whispered to herself, wishing The Nightmare was there to see that she was no longer vulnerable to temptation. “No matter how badly I may want to, I will not give in to this curse.”

She then aimed her magic inward and cast her most powerful sleep and magic suppression spells, silencing the amorous urges within her. Her body collapsing like a puppet cut from its strings, she fell to the floor unconscious in the middle of the four vanquished thestralcorns, who snuggled up to her in their sleep.

Author's Note

Picture credit goes to: https://www.deviantart.com/dream--chan/art/Nightmarish-Luna-356111332. I looked for something suitable for her post-transformation but didn't really find anything that tickled my fancy. Suggestions for such a picture will be considered.

I sincerely apologize if folks found this too dark, but Nightmare Moon was not a nice creature, and unfortunately, these actions and proclivities Luna recites make perfect sense to me. It explains why she's so driven to atone and why she refuses to give in, even in the face of all temptation, because she knows what she was once was and fears becoming that way again. Yes, she was under the possession of Alya--i.e., The Nightmare entity herself--at the time, but when you're possessed for that long, she's going to leave a deep mark on you even after her possession has ended.

You know, if folks were to ask me what my biggest grievance is in the way the MLP:FiM series turned out, I would say it's destroying the mystique and power of the princesses, reducing them to little more than figureheads who couldn't solve crises on their own and couldn't wait to retire. It makes zero sense--not only is that completely at odds with their initial appearances and depictions, but there is no way in hell Equestria could have survived for a thousand years ruled by Celestia if she had no actual ability to rule or fight. With Luna, it's even more egregious--she just got back after having a thousand years of her life and her rightful place as diarch stolen from her; why the hell would she want to retire now?

I endeavor to treat the Princesses well in all my writings; show how powerful, passionate and battle-tested but also how deeply scarred they really are. Their wisdom is hard-learned; they've both done plenty of things they're not proud of. But they are worthy rulers who can certainly deal with matters on their own, even if they do have slightly different philosophies on when and how to do so. With this chapter, I really did want to show both the best and worse of Luna, from her desirability and suppressed sensuality to how strong her will and power truly is; just how far she's willing to go in order to fulfill her once-neglected duty to crown and country. And if that meant showing how evil and amoral she was as Nightmare Moon, then so be it. Just gives her an even greater edge and interest, in my view!

As this was the climactic chapter of the Canterlot arc, I'll leave the story here for a bit, and this will be the final chapter of it before Halloween. For Halloween itself? A Gilda-themed bonus chapter of Midnight Rising is coming, so be following my blog for that! :rainbowwild:

Thanks goes to AJ_Aficionado and Silentwoodfire for prereaders, and to AJA and Leo Archon for collaborating on the Delta/Juniper section. Each wrote about half of it, followed by me editing it and fleshing it out in places. Delta and Juniper are their OCs, so it seemed fitting. Please note, however, that you've only heard Delta's side of the story on their relationship thus far. You can bet Juniper's got a different perspective, and you'll hear it in due course.

35: Requited Love

Author's Note

Welcome to the first new Nightmare Night chapter in nearly a year! It was admittedly to get back in the flow of this, but you judge for yourself how well I did. Chapter contents include: Flutterbat-on-Discord, docking, dual stallionhoods, male impregnation, and a slightly drunk-on-her-new-power Nightmarity making her case for being the kinkiness member of the Mane 6!

Thanks go to AJ_Aficionado, Silentwoodfire, and Silverblade5 for the prereads. A second chapter is underway and should follow within a week. In the meantime, nothing else to say but hope you enjoy, and Happy Halloween, folks! 🎃

35: Requited Love

Nightmarity could only laugh openly as she read Discord’s fevered thoughts with one of The Nightmare’s scrying spells. His normally talkative maw was silenced by the paralysis effect of the Harmony pendant that remained around his neck, but it did not prevent his arousal from being unbearable; his dual organs throbbed while his thoughts all but screamed his plea for sexual release.

“Begging? From you? My, how the tables have turned, my dear Chaos God!” Rarity laughed out loud. “I do believe The Nightmare would be both disgusted and delighted with you while she took full advantage of this opportunity!” The former Rarity couldn’t resist giving him an evil gleam, feeding him images of what The Nightmare had planned for him—stripped of his will and turned into an altered dark-scaled slave whose body and power was forever at her beck and call, on a leash like Blueblood as well as dependent on servicing her body for sustenance.

She knew from both her experience with him as well as The Nightmare’s memories that it would have been a fate worse than death to the fiercely independent draconequus, who had learned by then he enjoyed the role of a free agent far more than having to serve or even rule. Despite his unbearable arousal, Discord broke out into a cold sweat anew; she could easily read his fear that enough of The Nightmare remained in Rarity that she was planning to do the same.

In response, she gave him a disarming grin that would never have graced her face under The Nightmare’s thrall. “But fear not. Fortunately for you, I am not The Nightmare. I am in fact a far more generous dark goddess than she, for I serve the interests of my friends instead of just myself!

“Fluttershy wishes you to remain unaltered and your first time together to be special, and so it shall be!” she announced grandly to her gathering audience, which included a bevy of Timberwolves and even a few recently returned sirens seeing what had become of their former mistress, humming love melodies softly to themselves.

She gave them a nod of acknowledgement and a mental apology for her previous actions under The Nightmare’s thrall, asking them to help serenade the scene. She further bade Timbermac and Timberjack to create foods and wines worthy of a Steedgyptian Pharoat for all of them to partake; they responded eagerly by growing a series of palms, dates and grapes around them; the plants sprouting out of whatever wood was available as the siblings set about to their work with a will.

Immensely satisfied at the pair’s obedience and inventiveness, she vowed to let them join in the fun later—once the unrealized love of Discord and Fluttershy was finally requited, that was! “Let it be known, my dear Discord, that I have seen enough of your thoughts and chaos kinks to guess what would turn you on. That I have enough power to make it happen. And more than enough imagination to surprise even you with it!” she promised with a silken whisper in his ear, and then turned to Fluttershy with an eager gleam, licking her lips at the idea she had come up with.

“So tell me, my dear former Fluttershy… how would you like to be a father? And how would you like your ‘sweet and wonderful Chaos God’ to be the mother of your bats?” she asked her surprised friend with a wink and a grin as Discord’s eyes darted to her in shock. “That’s right, my dear Discord. For not even your exotic race flips birthing roles. But such is within my new power as well. And tell me, what could be more chaotically kinky than that?” she asked him lasciviously, and was rewarded by an even fiercer blush of his cheeks and fresh spurts of clear liquids out of both his organs.

Fluttershy stopped kissing his chest long enough to look at Nightmarity in red-eyed surprise, squeaking a new question in a slightly anxious and fretful tone. “Let me worry about that, darling,” she said soothingly with a single tendril of aura to the chin of her bat-converted friend, sparing a second of focus to tease the length of her shaft while also feeding it a new spell; one she drew from the Nightmare’s considerable arsenal to start a second conversion process within her longtime friend. “I have made you a promise, and I will keep it.”

She knew from The Nightmare’s memories that Nightmare Moon had used this spell as a very enjoyable and ironic means of conquering her enemies, but the former Rarity had far more immediate and less malicious uses for it. “All you have to do is enjoy yourself and take him in the manner I direct. I have already made a change within you to enable this. And as for him, first, I must cast a malleability spell...”

She next directed her considerable magic into an incantation she’d already learned, when she’d needed to fit herself or other ponies—usually fashion models—into girdles or other form-fitting clothes, wishing to make the experience less uncomfortable. As Rarity, she’d learned it strictly to help her clients, though she might have also used it once or twice to allow her tail to be taken without pain or potential damage by well-endowed stallion suitors, lacking earth pony healing abilities or Roseluck’s experience with the act as she did.

But she had certainly never contemplated the uses she now had for it; the Nightmare’s memories combining with her own proclivities to open a new world of erotic possibilities for her and her friends.

Possibilities she now planned to avail herself of, every chance she got! “There we go, darling,” she announced to an eager and very erect Flutterbat as her horn glow ceased along with the glow around Discord himself. “He’s ready to receive you,” she further announced as she laid him flat on the dias with his legs spread wide, exposing his mismatched drake and stallion shafts along with the additional opening beneath his genital slit. As a final touch, she put a firegem spotlight on his prone form and asked for a single rose from Timbermac, who quickly obliged her, presenting it to her grandly by bowing low and holding it in an outstretched paw.

She accepted it with a gracious nod—“such chivalry does you great credit, my dear Macintosh! Sugar Belle is truly a lucky mare!”-—and then placed it in his mouth, held in his slackened jaw.

Fluttershy screeed her delight at the carefully arranged scene, clapping her approval with her wings yet again. She landed between his legs, ready to position herself to take the opening beneath his groin, but Nightmarity restrained her. “Not there, darling,” she said with a growing gleam as Discord likewise directed a slightly frantic thought at her of not understanding, ready for any release even if it was not the way he would have chosen.

This time, Rarity answered him by addressing Flutterbat. “For you see, even though our dear defrocked Chaos God simply loves the idea of being impregnated, taking him in such a conventional way would be far too mundane for his rather unusual tastes. So leave his scaled tail to me while you take... these!”

She grasped both of Discord’s twin phalluses in her aura and squeezed their bases, causing the heads to flare and their openings to enlarge fractionally. Unable to resist taking advantage of her own spellcasting to stimulate him, she next inserted tapered tendrils of magic directly into them to begin prying them open further, eliciting a ragged intake of breath and even a weak upwards buck of his hips.

His excitement and trembling only grew as her aura began to worm its way deeper down his footlong phalluses, teasing ever more of his swollen flesh from the inside out as both a stunned but doubly-excited Discord and an equally surprised but gleeful Flutterbat watched.

A glee Nightmarity shortly shared. “I see you like that, my dear Discord!” she noted idly, pausing her probes long enough to change their smooth shape to a beaded one, with the smallest pearl poised to enter and progressively larger ones further back. “And wait one more minute, my dear Flutterbat. For I must make sure his apples are ready to fulfill the purpose I wish!”

The change of shape caused his eyes to bulge further as his twin shafts impossibly engorged even more greatly, pushing back against the clamp of her aura at their base; she loosened their grip to send a fresh surge of blood into his distended shafts that caused his tongue to loll out of his open mouth.

“Shall we test the limits of my malleability spell, then…?” she suggested slyly as she started sinking her tendrils deeper again to begin inserting the individual pearls one by one, impossibly prying him open further and causing his previously rigid flesh to bulge around them.

She’d soon wormed her way so deep into him Discord was in danger of coming right then and there, but she used her new power to restrain his climax—yet another of The Nightmare’s inherited spells; she’d clearly used sex as both a means to tantalize and torture!—to his immense frustration.

Working her way through the reproductive pathways of his body and stimulating him in places he’d never even known he could be—she took no little pride in the fact that she’d actually come up with something he himself had never considered even in all his centuries of life!—her tendrils finally neared their goals:

His hidden apples, hidden underneath his crotch scales below his genital slit.

“Almost there…” she announced to all listening, her eyes closed in concentration as she licked her lips; her own stallionhood and marehood exquisitely aroused and sensitive at what she was doing. She considered inviting the Timbersiblings forward to service her, but reluctantly decided against it as she needed her full focus on Discord. In truth, she could have done this from the outside, but where was the fun in that?

Finally, her tendrils touched his deeply buried seed producers and converted part of them to equivalent female matter; twin wombs that would accept the very potent seed of her friend. “And there we go…” she said in immense satisfaction, opening her blue eyes and looking up to see Discord’s slack, stunned and sorely excited features as he realized fully what she’d done to him and what she now intended.

It was yet again a trick The Nightmare herself had used not just for kinkiness, though she’d certainly been big into that as well. She had done so while controlling Luna to break the spirit and will of captured creatures; a way to make even males of other species bear her foals or that of her thestral soldiers, obeying Luna’s desire to propagate the Nightborne race throughout the world.

Perhaps it was The Nightmare’s lingering influence, but even as the former Rarity finished the process, the possibilities swam before her as she imagined herself both converting and impregnating every male she could, making them vessels for both her foals and sheer fabulosity. WithTthe Nightmare’s power, she could spread not just her fashion lines, but her own designer race throughout the world, letting them take any form she wished!

It was an undeniably heady thought, and yet, she also felt a moment of regret. Pity… in hindsight, I might have kept Blueblood around just for THAT! But then again, he really would make a horrible mother… she mused idly as she drove her spell to completion, making sure Discord felt every single tingle of the transformation she imparted on him.

His thoughts now fevered and headily fantasizing, he managed just enough focus to mentally congratulate her on surprising him, turning him on as he’d so rarely been in his long life. “You’re very welcome, darling…” she acknowledged his compliment, knowing how rare it was from him. She then reversed his reproductive pathways as she withdrew her magic to make sure Flutterbat’s seed would find its way in—would turn him into the mother of his bats the former Rarity had promised.

She then took pains to withdraw her pearls slowly, letting him keenly feel each traverse his shafts and their openings in turn. He grunted with the exit of each, and she made sure to also coat the insides of his passages with permanent sensitivity spells so he’d feel all of the coming intrusions exactly like a mare would. When her tendrils slipped free fully with a final tweak of his twin phalluses, which still oozed seed but whose interiors now glistened like an aroused marehood, ready to reverse their roles and act the part of feminine orifices.

“There. He’s all yours, darling. Now give him your fruit bat foals! And don’t worry—just as I promised, I will be there at the moment he climaxes to make sure that he does not otherwise change…”

Okay, I’m really starting to get nervous… the teenage Twilight Sparkle thought, using her unicorn aura to adjust the spectacles that sat on her pony muzzle while her hoof unconsciously patted the pendant that hung around her neck. But I can’t be. Not just Sunset, but two entire DIMENSIONS are counting on me!

She knew it, but the thought only made her more anxious. In truth, it had only been two minutes since Sunset had departed for her corrupted counterpart’s castle, passing directly through Juniper Neptune’s bat-pony powered magical barrier—well, what else could she call it?—to put Sunset’s plan into motion.

Despite the danger and the very real chance she’d be captured and ‘converted’, Sunset fairly oozed confidence, and Twilight couldn’t help but wonder if it was feigned or was due to being back in her element.

That she was once again in full control of the unicorn powers she had surrendered years earlier to come to Earth.

The plan was for Twilight to wait ten minutes before following with Delta Requiem; hopefully long enough to make sure all of the attention of Eclipse and her minions was on Sunset. This would—in theory—allow them to approach undetected, at which point Sunset would stall and distract Eclipse enough to allow them to slip in.

It then fell to Twilight to take advantage of the distraction to tag her corrupted counterpart with a magic-draining pendant, crippling her power. That would in turn allow them enough time to set up for the cleansing countercurse song to be sung by their friends at CHS as Sunset teleported the portal in it and powered it up, which would cue the assembled students to begin singing.

Twilight was still dubious it would work, and she wasn’t the only one—she could detect a simple smugness from Midnight’s buried persona that indicated her darker self was sure it wouldn’t. But whatever Midnight’s plans or motives, Twilight also didn’t think she was going to interfere.

And that worries me more than anything. She’s planning something; I just know it! Twilight silently admitted to herself, still not understanding why Delta Requiem had refused to help her purge Midnight’s presence. How can that… witch… be a part of me? she still couldn’t fathom.

Her brooding thoughts were not helped by the awkward silence that stretched out between herself, Delta and Juniper Neptune now that Sunset had departed; she could all but feel the severe tension between the two mares hanging in the air. But before she could think of something to say, the tall but pallid thestralcorn mare glanced at her and spoke.

“Have we met prior to this, Twilight Sparkle? As I look at you now, I keep thinking that I have seen you somewhere before,” she remarked casually.

Though startled by the sudden voice, Twilight inwardly swallowed. It’s not ME you met… she didn’t dare say, hoping against hope that Midnight’s attention was elsewhere at that moment. “Um… maybe I remind you of this world’s Twilight?”

Juniper glanced at her again, then nodded. “Perhaps that is it. I have met Princess Twilight twice, though only once since her ascension. I must say, you do look a great deal like her pre-alicorn self, except for the spectacles and different mane style,” she noted idly as Delta pointedly ignored her, singing softly to unknown effect. “From what I can tell, you seem just as knowledgeable as she is, if on some… slightly different subjects.”

“Well, um, I’m an expert in human science,” was all Twilight could think to say. “And I’m also one of the very few who has studied the exotic forms of magic that have leaked into our world from yours.”

“I see…” Juniper nodded. “Then we have something in common, young human. For I am not only an expert in the Arcane, but I am one of the very few from this realm who has also studied human science.”

“Oh?” Twilight already knew that, and could only thank the fates and fortune anew that the High Priestess had not regained her memories of visiting Earth during her initial transformation into Midnight.

“Yes,” she confirmed with a glance at a still-singing Delta, who Twilight was certain was listening even if she wasn’t participating in the conversation. “If you will promise not to tell Celestia and Luna this, I have in fact visited your world repeatedly in the past. Not for vacation, but to gain additional insights on the Twisting Nether. Or Multiverse as you call it, from human science.”

“You… have?” Twilight feigned surprise.

“Indeed. And given you seem interested in knowledge and not power as Sunset Shimmer was before leaving my realm for yours, I am willing to reciprocate. I would be happy to share some insights on the arcane aspects of the multiverse, in return for all the additional knowledge that humanity has granted me.

“To that end, I have thirty lifetimes of wisdom you may draw upon. Feel free to visit me in my temple when all this is over, and I will be happy to show you the insights my line has learned from our studies of the Nether.”

Well, I’m not interested in power, but that doesn’t mean someone else isn’t... Twilight swallowed, finding her discomfort growing along with Midnight’s presence within her. “Thank you,” she answered neutrally. “I admit I’m interested to know more. But I don’t belong here, any more than I’m sure you felt you did in my world.”

“You might be surprised,” Juniper replied easily. “I have found much to appreciate in your world from your foods to your arts to the… inhibitions I could help a few worthy humans overcome. And certainly, much to despise, though I will refrain from detailing that here. I would simply say that your race is both radically advanced yet horrifically backwards to me, unready for contact with our realm. But it would seem that contact is now being forced.”

“I, uh, may have played a role in that,” Twilight admitted somewhat nervously. “My efforts to study magic backfired badly once and probably ended up inviting even more magic in.”

“Worry not. Your motives seem innocent enough, at least. When I sensed your friend Sunset use the portal to cross over to Earth six years ago, I reported it to Princess Celestia, asking if she wished me to retrieve her former pupil—my temple-boosted power would be sufficient to do so next time there was a ley line convergence, which happen every few months or so.

“But to my surprise, the Princess said no, hoping that her wayward student would learn the lessons of friendship there she was unable to in Equestria. Though I admit I was very dubious of her decision, it would seem to have been the right one.”

“it definitely was,” Twilight granted. “Though I can’t claim credit for redeeming her.”

“Oh?” Juniper looked at her in renewed interest.

“It was my pony counterpart that did it, not me,” she said somewhat shortly. And then Sunset did the same for me… “So you say you are not immortal and yet, you have thirty lifetimes of memory? Forgive my curiosity, but how does that work?” she asked, trying to distract herself.

“A fair question for those unfamiliar with my line,” Juniper granted. “The short answer is, Juniper Neptune is a mantle far more than a mare. Before she ascends to the stars, the previous Juniper Neptune passes on her memories and powers to her chosen successor. Thus, each new Juniper Neptune gains the wisdom and accumulated experience of the entire line—in my case, all twenty-nine previous lifetimes,” she recalled with a slight grimace.

“It is, as you might guess, a rather… overwhelming experience, merging all the memories and personas of your predecessors with your own. And it cannot but alter your perceptions of the world, forcing you to examine all your previous beliefs in light of them,” she replied carefully. “I even inherited the love and pining of my predecessors for Princess Luna. At least I think I did. It’s quite easy for anypony to become smitten when it comes to the Mistress of the Starry Sky, so one can never be too sure.”

“Luna?” Twilight still had trouble thinking of her as anything other than her slightly reclusive vice-principal as opposed to an all-powerful moon-moving being. “But I thought you worshipped the stars. Why would you love Luna?”

“We worship the cosmos,” she corrected, “and the Princess is the avatar of one of the most important cosmological bodies. The origin of my… inclinations towards her began with the originator of our line. But as her motives and methods were rather suspect, that is something I do not care to discuss,” she said somewhat shortly.

“I see…” Twilight considered that carefully; from what little she knew of that originator from the mind-meld—well, what else could she call it?—that she and Juniper had shared that awful day at CHS, the originator she spoke of was as power-mad and sex-crazed as Midnight. After a glance to her left revealed that Delta had wandered off out of earshot, singing softly to herself while patrolling the shield’s periphery, she decided to ask another question.

“I’m sorry if this is too probing, but… is your new love for Luna why you no longer wish to be with Delta Requiem?”

Juniper glanced at her again, and then at the more distant Delta before she answered, confirming she couldn’t hear them. “Again, a fair question. But no. Despite what she may now believe, I truly loved Delta—Lady Requiem. And had I not been selected by the stars for ascension to High Priestess, I would have happily spent my life with her. But with the mantle of Juniper Neptune now mine, I cannot do so,” she said sadly.

“Why not?”

“My feelings for her remain, but now that I can see the full scope of my responsibilities, our union is simply no longer possible. I can no longer be what she needs, and that is ultimately fair to neither her, nor me.”

“So you had to give up your one true love for your new post?” Twilight paraphrased dubiously. “That sounds very heart-wrenching.”

Juniper nodded solemnly. “It sometimes is, knowing you alone are capable of fulfilling the responsibilities associated with my station — spending often weeks or months in isolation to channel the ancient magic of the Nether from across fathomless distances to sustain our need for arcane energy. But it is the price we pay.

“To be the High Priestess is to forego all your original dreams and desires. To serve the Highborne race and be the ruler of Batican City, rarely leaving the temple that is the source of our strength. To endlessly search the Nether for knowledge and power—for the means to enable our ascension and shape our collective destiny. Such things are said to exist in the combined cosmoses but are almost impossible to find. Or create.”

I know of one way to create them... Twilight felt herself starting to squirm, now certain Midnight was listening in on the conversation and all but laughing wherever she hid. “It seems like a very lonely and difficult life.”

“Even with all the rutting I am compelled to do—to be both well-endowed and endlessly aroused is another attribute I inherited from the originator of my line—it unquestionably is. But I embrace it gladly,” she claimed, though she was not quite able to hide a note of melancholy. “To be the High Priestess is an awesome responsibility, no less than the Celestial sisters have. In truth, I cherish their visits, for it is one of the few times I am able to commune with beings who are peers.”

Before Twilight could think of another question, Lady Requiem approached. “I apologize for interrupting, but If you’re through filling her head with nonsense, High Priestess, it’s time to put this plan of Sunset Shimmer's into motion. All you have to do is maintain your shield while we do the heavy lifting—surely you can manage that? So come with me, Twilight Sparkle,” Delta invited with a parting shot at Juniper, who did not react except for a twitch of an eye.

“Go… now?” Twilight blinked, her anxiety level spiking. “But it’s only been five minutes! Sunset said to wait for ten!”

“But nothing. I’m altering the plan because I don’t think she can even last two minutes in there, let alone ten,” Delta replied shortly. “Overestimating her abilities was always her greatest fault, and even if she is redeemed, I don’t think that’s left her.”

“And failure to put faith in others is your greatest fault, Bard of the Royal Court,” Juniper mildly scolded. “Such distrust is unbecoming of your station or the Magic of Friendship Princess Celestia champions.”

“A distrust I learned from you, High Priestess,” Delta replied acidly, to which Juniper Neptune’s lips tightened. “Once Sunset’s converted, she’ll tell them everything, and they’ll be ready for us. So we leave now and burst in while she’s occupying their attention. That will hopefully keep the host of the Nightmare’s power distracted, as she is the only one who can readily detect my spellsinging.

“But we must still approach cautiously, as we do not know what magical snares Princess Twilight may have set. So stay close to me at all times, Twilight Sparkle. And obey any instruction I give you instantly, even if you do not understand the reason behind it.”

“Understood,” Twilight replied somewhat shortly as she felt Midnight’s I-told-you-so amusement at the infighting from deep within her, more certain than ever that their plan was doomed to defeat.

Don’t listen to her! Twilight warned herself again as she reviewed a mental checklist, which included making sure her personal pendant that kept Midnight in check was in place again. “Then let’s do this…”

Despite what Delta or Midnight thinks, Sunset’s plan is a good one, she told herself even as she felt her heart rate spike with her anxiety. All I have to do is overcome my fear of my pony doppelganger and tag her with a siphon pendant keyed to the curse energies.

That will instantly depower her, and once that’s done, Delta and myself can hold the rest of them at bay while Sunset teleports the portal back in and powers it up so our friends at CHS can play their countercurse song. So there’s nothing to be afraid of… she told herself as they crossed Juniper’s magical barrier to enter the stormswept town of Ponyville, beginning their approach to the castle in the distance.

Right?

Her best friend’s unrequited love had not yet been consummated, and yet, Nightmarity couldn’t help but feel a great swell of pride along with her new phallus as she beheld her work like a fashion masterpiece.

For how could she not, to see both Flutterbat’s joy as well as the obnoxious and previously all-powerful Chaos God reduced to a plaything by the Harmony pendant that bound him? To say nothing of the incredible new power the former unicorn mare had gained and now revelled in.

There was so much more of that power she wanted to try—irredeemably evil though she was, The Nightmare had amassed a truly remarkable array of abilities and spells in her long life!—but she would not. Indeed, she could not yet; not when her task was not finished; one assigned to her by the strong and sensual Queen Eclipse herself—rekindle their friendship with the former Fluttershy, and find out why she was shielding Discord without converting him.

She had accomplished both by then, receiving a surprising answer to the latter—she wanted the Chaos God, but only unchanged!—but the job was not yet done. And it would not be until she completed Discord’s conversion. Or rather, prevented it at Flutterbat’s insistence… except in a few trivial ways! She gave a fiendish grin almost worthy of The Nightmare herself.

Instead of taking the offered invitation immediately, Flutterbat’s lips quivered and tears welled in her blood-red eyes. She leapt at Nightmarity and hugged her head tightly with wings and forehooves, sniffling into her mane and screeing her great gratitude.

“There, there…” Rarity stroked her joyfully sobbing form through her slightly ragged mane, vowing to find something that could smooth out the coarser hair of her bat-form later—one should always look their best, after all! “I’m doing this for you, darling! For both of you!” she announced to the appreciative cheers of the growing crowd of onlookers; she was at least mildly gratified that she was attracting a bit more attention than Spike was at that moment.

Curse or no, I have no idea how anypony would want to be with dragons! Such unfashionable and ill-mannered creatures—very well, Spike excepted—with such ungainly forms! Certainly, no matter what form I take or what world I inhbait, I NEVER will!

Flutterbat promised with her thoughts to reward Nightmarity for her generosity later, offering to surrender her body for anything she might wish from fashion work to rapturous rutting. Though sorely tempted to say yes right then and there—just think of what all her new power could do for even the simplest of sex!—Nightmarity responded with a motherly kiss and a reminder that all she had done was a gift freely given, and her reward was to see the sheer happiness on her friend’s face.

And shortly DISCORD’S! she reminded herself as Flutterbat continued to clutch her and cry. With a few whispered words of assurance and a parting kiss that was anything but chaste, Nightmarity gently disentangled herself from her friend so she could focus on the task at hoof—guiding his transformation to ensure neither his body nor basic personality was lost to the deliciously but indiscriminately corruptive magic of the curse.

“Actually, darling… now that I think about it, there is something else I will do for you now. It seems rather unfair for you to just have one stallionhood to his two, after all. Wouldn’t you like to take them both at once?” she suggested with a wry grin and wink, to which Flutterbat started, then nodded eagerly.

“Then say no more…” Channeling Steedgyptian magic through her lengthened horn, she cast yet another of The Nightmare’s sensual spells—she tried not to think about the fact that it was based on the distilled magical essence of dragon anatomy—to grant Flutterbat a second side-by-side half-pony, half-bat phallus, which quickly grew to the same size as its sister as Fluttershy watched in delight and Discord could only gape. She could gain the same by being rutted by a dragon of course, but why force her to endure such an indignity?

An amazed Flutterbat then experimentally stroked it with a hoof only for her wingbeats to stutter hard as a wave of redoubled sensation shot through her rewired nervous system, almost instantly overloading her mind. “Slowly at first, darling! Let yourself get used to it…” Nightmarity advised. “You don’t want to come too soon! You’ve been pent up all evening with nowhere safe to put your new toys, after all. But now you do!” She motioned to Discord, grasping his dual drakehoods with her magic again.

With an eager series of squeaks, Flutterbat’s wings flapped once to position herself over the dias he lay on, straddling his midsection near his hips while facing backwards. Landing, she next stepped forward fractionally to align the tips of her fourteen-inch organs with his. Their tapered tips—if Nightmarity was being honest, she found she preferred them to more flared pony ones, given how easily they would sink in—-searching for his mismatched pair.

Nightmarity immediately assisted, grasping all four phalluses in her aura to guide them together. Though most unicorns had trouble doing more than one thing at once, magical multitasking was something she had learned long before, as she had to be able to levitate and use multiple items simultaneously to properly fit and sew.

Compared to putting together a rush order on a new Gala gown, this is easy! And far more enjoyable! she thought with a grin as the heads of their organs met and, guided by Rarity’s aura, those of Flutterbat almost immediately found their way into Discord’s, slipping inside their already slightly distended heads with ease. Discord’s eyes bulged and she felt him ready to come on the spot from the unheard-of intrusion, but she magically restrained him, preventing him from climaxing yet again.

“Premature ejaculation? From but the first inch of penetration? Oh, come now, Chaos God—surely you have more restraint than that!” she teased, not letting him orgasm, though that particular spell was one The Nightmare had used as a form of torture, arousing her victims endlessly but leaving them unable to get relief.

She was truly a cruel mare. But I am NOT! The former Rarity renewed her vow to use The Nightmare’s bequeathed powers in the pursuit of friendship and fabulosity, though she would also allow herself the occasional, more personal indulgence as well! But business before pleasure… She closed her eyes to concentrate on enabling and guiding the act; wanting to see the two longtime friends finally consummate their love properly.

Remember, they must come together, and Flutterbat’s seed must reach his new wombs!

As it would both prolong the experience for them and allow her more time to do things properly, she tapped yet another of the Nightmare’s powers; one that had a strange name. Time dilation? An odd term… but very well! She cast the spell to stretch out the moments before her, allowing her enough time to ensure she could do her sequence of tasks properly and not sloppily.

And the first was to ease her friend’s entrance, letting her fully dock her newly twinned organs in his. “That’s right, darling. Slow and easy so you both may savor it…” she cooed as she watched his shafts bulge out around their respective intruders, taking two, then four, then six inches of each, meaning he’d taken nearly half their length in his own.

He nearly came twice more in that time, perhaps because the passage of her organs was squeezing more blood into the sensitive head and base of his shaft, or they were simply tweaking a cluster of nerves as it passed. But either way, she kept him at the very edge of climax even as she kept pushing that edge further up into higher realms of pleasure, leaving him and his body ever-more amenable to anything she—or Flutterbat!—wished to do.

Through it all, Flutterbat gave no more noises but a few squeaks and grunts as she slowly hilted her male organs within him, pushing inside until her tapered heads were right up against his groin. She then stood up to display her hilted organs as Discord could only gape down his belly at the unlikely sight, now sweating hard and trembling involuntarily even despite his paralysis.

“A work of art, don’t you think, my dear Discord?” Nightmarity said as she briefly sat back to stroke herself with her aura , glancing back to see many in her audience whispering excitedly as they did the same. Even the Apple siblings were stealing glances as they worked on making her food and wine, occasionally exchanging a lick as they did so. “As you can clearly see, you are not the only one who can come up with incredible kinks!”

Any thoughts he might have generated in response were lost as Flutterbat began to start thrusting slowly into her new sheaths, withdrawing partially before sinking herself deep into them again; Nightmarity ensured they would never slip out by adding a magical attraction effect to the very base of his phalluses, causing them to endlessly suck in their unlikely intruders, trying to draw them in deeper.

It worked as the tips of Flutterbat’s slightly longer organs finally worked all the way in as Discord could only helplessly but not unhappily take it; Nightmarity could sense his increasingly frenzied thoughts; the deliciously deviant lovemaking method leaving him wanting desperately to be both conquered and corrupted, inseminated and impregnated.

He didn’t have long to wait as Nightmarity simply linked his mind to Flutterbat’s, letting them both feel the other’s passion and pleasure. And this time, it was more than enough to exceed even her control and send the pair over the edge as Flutterbat slammed her hips forward for the final time, hilting herself as deep into his very stiff but still-malleable organs as she could.

As a still-silent Discord trembled with his long-awaited release followed by Flutterbat crying out in her bat-pony manner in joy and great pleasure, Nightmarity felt the corruptive energies take hold of him fully and attempt to mold him; she could tell it was trying to impart him both additional bat-pony and even some Nightmare attributes from all the Steedgyptian magic now within him.

As tempting as it is to let it happen, I will not. I made a promise, and by all my new magic, I will keep it! she silently swore again as she used The Nightmare’s imparted power to block the conversion. Restraining and redirecting it all into his reproductive routes, she carefully guided the former’s transformation to not alter his form or his mind. It would still make him a curse carrier and leave him in thrall to Flutterbat, but otherwise leave him unchanged.

Except for being much more excitable and amenable to the advances of others, that is! she hastily amended her thoughts. For that was one curse effect she wouldn’t restrain, especially since she planned to make use of his exotic form herself once Flutterbat allowed it!

That done, she confirmed once again that her earlier spellcasting was still in effect, allowing her friend’s male spoor to find it’s way to Discord’s, deep in his apples. It had to take a slightly circuitous route to get there, but she hardly minded, given it was just more opportunity to simulate him from the inside in ways he never thought possible! He made sure he felt its progression as it flooded into him and slowly streamed back through his anatomical pathways to reach his orbs, causing his body to tremble anew as her reproductive material finally found his, fusing instantly into new life.

Her work complete, she withdrew her aura and stepped back in satisfaction, opening her eyes to see the pair of newly minted lovers laid out before her, still coupled. The beautiful scene included a softly panting and sweating Flutterbat still hilted with both phalluses deep within his, now laying her head between his short legs while licking his alternately green-scaled and brown-furred thighs.

“And there we have it, my dear Flutterbat! As you wished, he is now converted, but unchanged in body and brain—save for two minor points. The first is he now answers to you fully—hardly a change at all if you ask me!—and he will now be far more amenable to the advances of others for purposes of spreading the curse and his magic. If you allow it, that is!” she amended half-hopefully.

“And second, as promised, he is now with foals! Both his apples are filled with your seed, and I can sense a full brood of bats already taking form within them!” she announced grandly, causing Flutterbat’s still unfocused red eyes to light up.

“So let me be the first to say Congratulations, darling—you’re going to be a father! And Discord… you will be their mother!” she detailed with some relish as she realized with a glance at the limp and shaking form of their dragonequus friend that Discord’s mind was well and truly blown.

Flutterbat’s only reply was to scree her happiness as she sat up and clapped her wings together repeatedly. Still inside him, she bent herself over so she could lick at and nuzzle his hidden orbs, which had bulged out his crotch slightly with their altered form. For Discord’s part, a stream of disjointed and very heady thoughts passed through his all but floating mind, but the only coherent one Nightmarity could read from him was an offer to retire and make her the new Chaos God!

She smiled at the compliment. “How generous! A tempting offer… but even if anycreature but you could contain and wield such exotic and potent magic, I think not. For I believe I am content with what I now am, and would certainly not want the responsibility of even more power on top of what I inherited from The Nightmare!

“One must never be too greedy, after all. A dragon I am not!” she noted with a glance over at Spike, mildly aggravated to see Cyber Belle standing before him and speaking with him, but at least they weren’t being intimate just then.

Her attention was then drawn back to the pair before her as Flutterbat chirred a question, to which Nightmarity smiled at her friend’s worry, misplaced though it was.

“Of course you may go again, darling! Be assured that you cannot hurt your new brood, safely ensconced in his apples as they are! His chaos magic will protect them, even if he cannot tap it directly. For believe me when I say he now wants to bear them just as much as you!”

Flutterbat all but leapt for joy and did a midair flip, her erect organs slapping hard against her belly as she did so before alighting on his midsection again. She then made another mental statement, inviting Rarity herself to take part this time, noting Discord had both his tail and muzzle untaken.

Once again, Nightmarity could only smile, more salaciously than before. “Why thank you, darling! I do believe I will avail myself of that most generous offer! But as I do not wish Discord to think that my earlier efforts were a fluke and I do not know his mind or kinks well, I will indeed take his tail—my way.” She grinned almost evilly before another idea occurred to her—a way to not double but triple-team Discord; to even further blow his chaos-loving mind!

“Timberjack! Timbermac! Come forth!” The Nightmare’s former host directed the two apple siblings who were almost finished making wine behind her. She wasn’t sure of everything they were doing but they looked very practiced in their efforts, growing grapes and then somehow distilling them before letting their fluid drip into a glass goblet The Nightmare had earlier created.

But at her call, they set their work aside and instantly obeyed, stepping up with wagging tails and glowing green eyes as they bowed low before her and licked her hooves.

Well… a filly could get used to receiving such royal treatment! a pleased Nightmarity decided as she indulged them for a moment with tendrils of magic beneath their chins. “I shall try your new food and wines in a bit, darlings—I can certainly see all the effort you are putting into them! But first, let us enjoy the other fruits of our labors, and welcome Discord into our new family properly! So here is what I want you to do…”

36: Cyber Sex

Author's Note

Hey folks. With apologies for it being two weeks late, here’s the second Halloween chapter of Nightmare Night I promised. Please pay close attention to the content warnings to follow, as I’m dipping deep into the kink tag list for this one! The chapter consists of four sections separated by the usual line breaks. The first and third contain the following scenes:

First section contains: Nightmarity, Timbermac, Timberjack, and Flutterbat on Discord, earplay and outright ear sex, mind fucking, threading, all-the-way-through, oral and anal.

Third section contains: Spike/Cyber Belle, Spike/human Rarity (Cyber Belle takes her form), oral and paizuri, a moment of Annie Smith threatening Spike to treat Timberbloom right or else, with the ‘or else’ part being Timberwolf-sprouted tentacles.

The second and fourth sections are more suggestive than outright M-rated. There should be no issues there.

Thanks go as always to AJ_Aficionado, Silentwoodfire and Silverblade5 for prereads. There may yet be one more sex chapter to be written before story climax, for showing what Eclipse was doing with Shadowdash and her converted weather team as a reward for winning her mating round with Night Owl. But aside from that? We’ve reached the climactic story arc, folks, and that means we’re going to be matching wits as much as dicks.

First up: Sunset vs Eclipse. Is our favorite fiery Equestria Girl more of a threat to a corrupted Twilight than Starlight was? As you’ll start to see in this chapter, the answer is very definitely yes!

36: Cyber Sex

“Timberjack! Timbermac! Come forth!” Nightmarity invited the two apple siblings, who were almost finished making her new wine behind her. She wasn’t sure of everything they were doing but they looked very practiced in their efforts, growing grapes and then somehow distilling them on the spot before letting their fluid drip into a glass goblet The Nightmare had earlier created.

But at her call, they instantly perked up, green eyes fixed on her hopefully. They obediently set their work aside and obeyed her summons, stepping up with wagging tails as they bowed low before her and licked her hooves as if she was Celestia herself.

Well! A filly could get used to receiving such royal treatment! a pleased Nightmarity decided as she indulged them for a moment with tendrils of magic beneath their wooden chins. “I shall try your new fruits and wines in a bit, darlings—I can certainly see all the effort you are putting into them! But first, let us enjoy the other fruits of our labors, and welcome Discord into our new family properly! So here is what I want you to do! First, take position to either side of his head.”

Though they visibly blinked, they immediately did so—they could still understand Equish even if they no longer spoke it, and she hadn’t decided yet whether she minded. For what did it matter as long as they both loved and revered her, eagerly and obediently carrying out her will?

The Timberwolves were the natural allies of The Nightmare, after all! She could see that from Alya’s memories, wondering if Pinkamena and her sisters had succeeded yet in hunting her now-hostless spirit down. So why should they not be for me? Perhaps I should enter into my own business negotiations with Annie Smith...

By the time her thought was finished, Timbermac and Timberjack were sitting on opposite sides of Discord’s head. She raised him slightly to slip a pillow underneath, summoning it right from her Boutique as his eyes darted back and forth between them, uncertain of her intentions. She wanted him to be as comfortable as possible for what was to come, after all, and though he might make a show of sleeping on a bed of nails, that didn’t mean he did so during sex.

She nodded her satisfaction as the two apple siblings sat up and looked at her expectantly, their canine organs drooling as they awaited her next instruction. “Very good, darlings. First, let us lavish a little love on him. So do be dears and work his ears a bit. Be assured, you will find his antelope-like auricles quite malleable, so feel free to stretch them out and explore them with those magnificent teeth and tongues to your heart’s content!”

Though Timbermac smiled and immediately moved to obey, Timberjack looked confused for a moment. But before Nightmarity could further explain herself, she sensed an odd form of telepathic magic passing between the two siblings; she was able to pick up just enough to realize that Timbermac was telling his sister what the odd words and turn of phrase meant.

Oh! Nightmarity sensed the understanding dawn on her longtime lover, who grinned and nodded, licking the bark-covered lower half of her muzzle with her canine tongue before turning back to Discord.

The two then positioned themselves to either side of the Chaos God’s prone form, whose eyes glanced back and forth between them somewhat more nervously. As instructed, they nibbled at his long ears first, then stuck their muzzles in more fully to stretch their surfaces and insert their tongues all the way into his ear canals, slowly prying them open as easily as Nightmarity had his phallic passages.

Passages which Fluttershy was already beginning to take advantage of again, grasping and slipping her long chipoterean tongue inside them. She did so even though most of her attention was on watching the scene unfold before her, curious as to what her mistress was planning and what her friends were going to do.

A drooling Discord went cross-eyed as the edges of his long ears were nibbled on—something she’d read from his memories that he’d always had a weakness for, even if he’d never admit to it for being such a dreadfully dull and mundane manner of lovemaking to him—mentally pleading with her to urge them deeper.

Nightmarity grinned, immensely enjoying herself and the idea that she had Discord—Discord!—of all beings before her as putty in her hooves.

“All in good time, darling—for just like an appetizer improves a meal, cannot sex be made better with but a little foreplay?” she teased him, levitating a single purple grape and dropping it in her muzzle, blinking when the perfectly crisp texture and tart taste hit her—her two favorite Apples had outdone themselves in growing them! “And besides, do you truly think that I would want this to end so quickly after all the trouble you’ve made for us over the years? The tables are finally turned, my dear Discord, and I fully intend to savor it!”

Discord’s slightly disjointed mental reply was that there was indeed much of The Nightmare still in her, to which the former Rarity could only smile. “Perhaps there is. But do you regret it?” she asked idly as she lounged out on her favorite chaise lounge before him, displaying herself fully to not just him but their growing audience of timber and siren ponies. Even a few cyberponies and dragon ponies were present, though most of them seemed to be collected about Spike and his new griffon friend.

She spared them but a glance—she really didn’t care to be reminded that he was with her sister now—as further away, Eclipse rewarded Shadowdash for winning her mating round with Night Owl by inviting her and her entire team to enjoy her coital company.

Seeking to accommodate the newly enormous and thestralfied Thunderlane, she had even transformed herself into a much larger pony by taking a Saddle Arabian form. Well, if she’s going to do THAT, perhaps she would accept a more appropriate style in her decor! Nightmarity thought hopefully, still not seeing why her longtime friend so favored a Coltic flair. But she gave it little mind as she turned her attention back to Discord, hearing his mental moan as the two Apple siblings had begun nosing more directly into his long ears.

She watched in satisfaction as they started working on the inside of the aural appendages, coating and stimulating every inch of them with their long tongues while still adding the occasional nibble to their edges. Flutterbat helped as well by making sure his dual erections were attended, eagerly lapping up the mingled male and female fluids from within them as his altered reproductive systems responded with both forms of arousal at once.

She could sense Discord all but mentally melting, and for the first time, Nightmarity indulged herself, stroking herself to the sight with her aura as the twin timberwolf tongues gradually penetrated his deer-like ears from both sides.

Before long, they were so deep they had to be worming their way directly into the folds of his brain, which Nightmarity’s malleability magic combined with his own innate chaos power—he might not have been able to wield it directly, but it still protected and served him in various ways—had enabled to mold around it. The curves and contours of his mind parted and gripped the intruders, all but grasping at them in what she took as a little frustration that their darting touch was so fleeting and their size was so small.

Oh, he wants more? That can be arranged! “Excellent, my dear Apples—you instinctively know what he likes! And when you are bored with merely licking, feel free to insert something else in his ears! Worry not, he can take it. Indeed, aided by my power, he can take all of you!” she said with no little relish as he heard her words and nearly climaxed right into Flutterbat’s muzzle from sheer anticipation.

But the former Rarity restrained him once more, for she not only wanted Timbermac and Timberjack to fulfill what had previously been the act he enjoyed the most, but she planned to join in the fun herself shortly to see if she could give him a new favorite kink! Oh, my dear Discord, I do believe I’m going to surprise you yet again! she mentally promised him.

The two Apple siblings took her meaning immediately and withdrew their tongues to what she could sense was Discord’s momentary disappointment. But it was short-lived as the pair then propped themselves on the dias and carefully positioned their canine phalluses at the entrance to his ears. Guided by Nightmarity’s magic, they found their mark quickly and smoothly, soon slipping inside to mate his mind directly as the two earth ponies began exchanging kisses and licks above his head where their muzzles met.

She could tell from his fevered thoughts how immensely he was enjoying the act, for it had been one that his memories told her he had indulged in before, taking the idea of ‘rutting one’s brains out’ quite literally! But that had been done with his chaos power as opposed to Rarity’s malleability magic and the Nightmare’s Steedgypt-based sorcery, which at times allowed for nearly equal reality-bending abilities to his.

But it imparted a far different flavor to the affair, Nightmarity knew, as she could easily tell as he went cross-eyed again. His muzzle fell open limply as his tongue lolled free, and she took immediate advantage, having rehearsed her next steps carefully. “Enjoying yourself, my coital Chaos God? I’m glad. Then let us add the final element to this whole erotic affair…”

Creating a magical construct in the shape of her own gigantic phallus wired directly to its nerves, she hovered it before his face with its tip poised at his lips, waiting until his over-pleasured mind registered its presence. She then inserted it into his open mouth as if she was standing before him, making thrusting motions with her hips that were instantly duplicated by the construct, leaving her twenty-inch organ soon working its way down his long throat.

Though he was still paralyzed and could not move his mouth or tongue to help pleasure it, she found plenty of slickness and friction inside his maw, feeling her own long-denied desires rise. He did not resist it mentally either, though he did comment to her that this was hardly something he cared about—did she truly think he would get off on just a simple act of oral?

She grinned evilly again, having been waiting for just that response. He loves chaos, and is yet SO predictable! “Not at all, my Dear Discord. For no matter how silken your throat is or tail may yet be to feel, I am perfectly aware you would care little for such things. But tell me, then… What if I do both at the same time with the same organ? And what if I take your tail… from the inside out?”

Before he could formulate a confused mental reply around the two canine phalluses that were now touching and scraping between the folds of his brain, she willed her construct to lengthen and began feeling its way through his body. At her direction, it followed all the curves, twists and turns of his anatomy until it had threaded its way nearly all the way through.

His eyes bulged as he felt the intrusion’s progression over the next minute and realized her intention; his excitement surged even higher as the head of his organ reached its goal and pushed out through his anal orifice, emerging into the open air before Flutterbat’s amazed red-glowing eyes. Her phallic construct began thrusting in and out of both his muzzle and his tail at once, to a series of varied feral cheers from her equally turned-on audience, many of whom were rutting each other in excitement as they watched the scene unfold.

Having seen all she could take of the proceedings, feeling his dual drakehoods swell and throb further in her grasp as his internal pleasure buttons were milked by Rarity’s virtual stallionhood having snaked all the way through his body, Flutterbat quickly reclaimed his male organs with her own. The former bulged outwards again as she slipped her tapered shafts inside, wearing them as external sheaths as she began to thrust backwards into them in earnest, sitting over him with her back to his head as her seed-laden sac dragged and slapped against his brown-furred belly.

“So, still think I can’t be as chaotically kinky as you, my dear Discord?” A smug Nightmarity asked his silent form as she continued to thrust into his muzzle and out of his tail, receiving an answer from his mind that if she had been The Nightmare from the start, he would have fallen in love with her two millennia ago and instead of continually thwarting her, happily helped her and ruled at her side.

“Then I make a better Nightmare than The Nightmare…” Rarity murmured as she picked up the pace of her thrusts and felt both his throat and sphincter squeezing her construct—and thus, her real organ—in turn as she performed the unheard-of act. Even better, Flutterbat was screeing happily as she watched it unfold from her position straddling him backwards to take his organs directly, stretching her neck down to wrap her friend’s phallus with her long thestral tongue as it thrust out of his body repeatedly.

Nightmarity gave an almost-feline purr at her friend’s surprisingly practiced and effective technique, resolving to enjoy herself with Flutterbat privately later—certainly, their spa sessions were going to be much more interesting now! But with Discord now fully attended by her and her three friends, she dropped her magical restraints and allowed the act to proceed to its inevitable conclusion, urging them all to come.

They needed little encouragement as Timbermac and Timberjack knotted Discord’s ears, locking their canine shafts in place as Flutterbat likewise docked her dual organs fully within him. She gave a final high-pitched call to announce her latest orgasm as the two Timberponies likewise howled, emptying themselves directly into Discord’s completely blown mind.

It was only when they had come when Nightmarity permitted herself to climax in turn—one should always see to the pleasure of one’s partners first, after all!—by erupting all over them all; putting a frosting of vanilla cream on top of the delicious and desirable layer cake she had created. She did so to the hoofstomping approval of her audience, several of whom were already asking if the same treatment could be visited on them.

Though tempted to say yes—who was she to deny her valued patrons their hearts’ desires?—she was distracted by a second series of appreciative noises coming from across the room. Surprised that any other sensual act had taken attention away from her own, she looked up and was stunned at what she beheld in the area of Spike and her sister.

It only took a moment of magical probing to realize what she was seeing, and her mood went instantly from supremely confident and sexually contented to completely mortified and scandalized.

“Cyber Belle!” Nightmarity shouted at her altered sibling, her temper flaring at the impossible scene she was presented with—one she would never be caught dead doing! “By the sacred sands of Steedgypt itself, stop taking my form and cease that disgraceful display at once!”

Approaching Princess Twilight’s Friendship Castle at a brisk but unhurried walk, Sunset wasn’t sure why she felt so serene despite the undeniable danger she was in and all the corrupted ponies around her. They shadowed her but for the most part did not approach her, though they still tried to tempt her with very powerful pheromones and other forms of magical allure.

She felt them but could easily resist them, having had plenty of experience doing so thanks to her myriad encounters with Midnight. Certainly, it felt good to be back on all fours and in full control of her long-abandoned unicorn magic again, still delighting in the heady feel of channeling aura through her horn.

Even after six years as a human, I guess I’m still a pony at heart! she inwardly admitted, though she never lost her grin.

Part of her wondered if she was being overconfident—no doubt Lady Requiem would think so, and she certainly had good reason to, having bailed a younger Sunset out of countless predicaments in the past caused by exactly that.

And yet, she didn’t think she was. In fact, she felt firmly in her element at that moment, armed with not just her original arsenal of spells but the additional abilities she’d acquired from Camp Everfree, which she’d figured out long before could be used on herself as well as others. She’d even thought of one possible self-use of it that would be an absolute last resort, but if all went well, it would never come to that.

Pity. I couldn’t pull off that megaspell before, but how about now, when I’ve got a lot more power, experience and self-control...?

“Look but don’t touch, woofie,” she admonished one lustfully growling and visibly aroused Timberpony who had gotten too close to her. To her surprise, the hybrid female obeyed—yes, the wolf in question was originally a mare despite her new male equipment—and she could only gaze after Sunset in frustration, whining her need while almost forlornly reaching for her with a canine paw. She didn’t seem capable of talking, and yet, somepony was clearly controlling the Timberponies as an entire pack of them parted to let her pass.

For that reason, Sunset wasn’t concerned that they’d try to pounce her. But even if they did, she had plenty of powerful and occasionally quite painful spells at her disposal to deal with the beasts, though she was certainly not inclined to use the latter against ponies. Spells she’d originally learned to survive her forays into the Everfree, where there was a threat of everything from manticores to giant raptors to rumors of zombie pony villages..

Pity I didn’t pack AJ’s Bushmistress rifle… she thought only half-jokingly, wondering if the sound alone would be enough to scare them off—they’d gone shooting more than once at Applejack’s family farm, who kept a variety of weapons at hand to occasionally hunt a deer or keep coyotes and other predators away from their cattle.

They’d certainly enjoyed themselves—especially Pinkie, who seemed to get a little too into it at times and was the best shot of any of them. Whenever they went, though, they did so without Fluttershy. To perhaps little surprise, she refused to participate, recoiling at the very idea of hunting or gunplay.

Her loss. This… is my BOOMSTICK!Sunset then imagined holding her rifle aloft and saying to the converted ponies, remembering an old B-movie they’d watched and immensely enjoyed on a recent sleepover.

Regardless, for their plan to work, Sunset needed to be seen. It was to make sure that everypony’s attention was on her and off Twilight and Delta, who would be following ten minutes behind.To that end,she’d dropped her invisibility shroud and revealed herself as she got near the castle, knowing full well that ‘Eclipse’ would have given orders to leave her alone and let her enter.

She doesn’t dare let me be ‘converted’, because she doesn’t know what safeguards I’ve put in place to make sure that the location of the portal doesn’t fall into her hooves. Well, she’s right to worry—there’s a failsafe spell attached to it, but only my unaltered unicorn aura can deactivate it. The instant I’m transformed, my aura will no longer match what it expects, and the spell will be triggered.

In that case, the portal will be instantly teleported VERY far away, thanks to the scheming of my younger self… She grinned broadly, half-wishing she could see the look on the corrupted Twilight’s face when she learned that the portal was now in Steedgypt, ensconced in an ancient Pharoat’s burial chamber that remained magically sealed by arcane arts not known to modern ponies.

She’d developed the ley-line riding transport spell originally to remotely teleport a portal into the tomb in hopes of gaining access to the sealed chamber itself—and the exotic magics it contained—later, but that had fallen through when she realized the ancient wards didn’t allow her to teleport an active portal in or out, only an inactive one, rendering the tactic useless.

Unless, of course, you wanted to hide a portal there.

So Sunset was the hook, the portal was the bait, and Princess Twilight herself was the fish they were trying to catch—at least long enough to depower her. Not that she expected Eclipse to go quietly, and indeed, as she neared the door of the castle, Sunset detected some mental intrusion magic probing at her mind.

A scrying spell? Nice try, Twilight! she thought with a smile. She might have simply ejected her presence or fired back a magical feedback bolt that caused pain, but she responded instead by broadcasting an image of an extra-cheesy quesadilla back through the link.

She was rewarded with a sharp mental recoil followed by a single grudging thought—well played, Sunset Shimmer!—as she walked to the front gate of the darkened castle and knocked upon it.

The door opened slowly with an ominous creak. “Well, well, what have we here?” said a country voice somewhat reminiscent of Applejack’s, and as the voice’s owner stepped out of the entrance into the still-stormy night, Sunset was surprised to beheld a Stetson-wearing creature that looked like a cross between a Nightborne thestralcorn and the reclusive race of hippogriffs, possessing the horn and wings of the former along with the short beak of the latter.

“Looks like some fresh meat to me. Have to say, she’s got a nice flank. And just look at that smirk. A cocky and confident filly who thinks she’s just gonna come in here and rule the roost? I really hope I get to put you in your place.” Her lengthened horn glowed with an intense mating aura colored a deep purple hue.

“Cocky and confident? She sounds like just your type, Courier Sex,” a second female voice said; this one belonging to a hornless hippogriff stepping up beside her to give Sunset a very lascivious look. “Though check out that fiery mane. I bet she’s got one hay of a temper.”

“Yeah, but so do I, Pony Sexpress. That only makes her even more appealing. So is it true, and you got a temper, Missy?”

“You have no idea,” Sunset replied with a smile, resisting the urge to give them a display of that temper and the power she could wield right then and there. Six years earlier, she wouldn’t have hesitated, but being redeemed meant she was far more humble and circumspect about such things.

She thought about that, then chuckled to herself. Oh, who am I kidding? I still love to show off. But I can restrain myself when needed now. In this kind of tactical situation, I don’t want to reveal my full power too soon! “Have to say, it’s good to see you all getting into the proper Halloween—or excuse me, Nightmare Night spirit. So tell me, can Princess Twilight come out and play?” she asked with a smirk, scarcely able to hope that she could goad Twilight into coming to her, exiting the castle where she’d be more vulnerable.

“That’s Queen Eclipse to you!” she was corrected sharply by a griffon voice and sharp blast of wind from her left, coming from the shadows where she’d detected nocreature. Sunset admitted to a moment of perturbation as an enormous bat-gryphon stepped out from the darkness of a corner, her slitted eyes glowing menacingly and large membrane wings flared wide. “Show proper respect!”

“Interesting…” Sunset said as she studied the hybrid female, who had massive side-by-side stallionhoods as a dragon would, though hers were griffon-shaped; tapered at the ends with their typical bulbs at the base. “You’re an eagless—or was—but I didn’t sense you at all! So you’ve gained thestral stealth and pegasus weather powers? Have to say, that’s a pretty potent combination, Miss bat-hawk. We’d never have been able to beat you in the war if that was true back then.”

The altered eagless grinned at the compliment despite the dig, even going so far as to bear her throat in Sunset’s direction. “How flattering. The name’s Night Owl, and know that I intend to make my entire race this way, at the head of the Queen’s invasion army!”

“How ambitious. Well, take it from somebody who learned the hard way, griffie—don’t count your conquests before they’re complete,” Sunset warned, though she never lost her smile, wondering if this particular griffon had a counterpart over at Kingdom High on the other side of town. “May I come in?”

“You can come, certainly,” a third female spoke up from directly overhead. Sunset had already detected the hornless, bat-winged hippogriff mare hanging upside-down above her, so she only lazily turned her eyes upward. “And we’ll be more than happy to help you.” She flared her wings in an intimidation display, licking her beak at Sunset meaningfully with her long thestral tongue.

“You said it, Package Handler,” the second beaked hippogriff mare addressed her. “After all the fun we’ve had tonight at both the post office and the pub, it seems like such a waste to not take her here and now.”

Before Sunset could reply with either a word or spell, there was a sharp flash of a teleport as a pony materialized behind her, cutting off her escape route. “Back off, all of you!” a gruff male voice interjected, this one belonging to what looked like a freshly created thestralcorn stallion whose cutie mark seemed to indicate he worked in a post office. “The Queen said to escort her inside and not touch her, remember? She also said she wasn’t responsible for what would happen if we did.”

Sunset sensed herself being scanned by a very potent aura, gauging the strength of hers. But since it wasn’t intrusive, she didn’t retaliate or mask her power, deciding a show of strength to this apparent leader might make them back off a bit.

“Yeah? Come on, Certified Male, she’s just a unicorn and we’ve got all these additional abilities now. Hay, the Queen said she hadn’t been a unicorn for years, so she’s probably forgotten all her spells. Just what do you think she could do to us?” Courier Sex asked with a sneer.

“Push me and find out, ‘Missy’,” was all Sunset would say, lowering her head to present her horn. “In case your so-called ‘Queen’ didn’t tell you, I alone know where the portal to the human realm is and how to retrieve it. Even if you were able to overpower me—and trust me, you can’t—it would go somewhere she can never reach. She might be less than pleased with you after that.”

But far from cowed, the horned and stetson-wearing hippogriff mare only grinned. “Oh, is that all? No need to bother with bringing you before the Queen, then. Reckon I’ll just use my new power to read your mind and—Ah!” Courier Sex didn’t finish the sentence before a sharp magical barrier repelled her scrying spell and sent a powerful feedback bolt right into the source of her spell, causing her to cry out and drop to her knees in pain with a wisp of smoke coming off the end of her singed horn.

“And end up in a coma for a week with a cracked horn if you try that again,” Sunset warned, her eyes turning as predatory as any thestral or griffon for a moment. To her surprise, the touch of the unicorn’s aura had activated her geode-granted powers as surely as if she’d grabbed an arm, granting her instant access to the other mare’s memories.

“What… how…?” Courier Sex was at what Sunset now recognized was a very rare loss for words.

“How is unimportant. But for the record, I was once the student of Princess Celestia herself, so I had to develop very strong mental defenses to hide my true intentions from her. And that being the case, I don’t care how much more powerful you think you’ve gotten in this form, lady—you are not in her league. Or mine, at this point,” Sunset informed her.

“Oh? And how do you figure that, sister?” One of the other formerly pony mares named Package Handler—what did you call a female hippogriff?—asked her, if far more warily, giving her an askance look.

After thinking about it briefly, Sunset decided there was no reason not to tell them. “If you must know, my newest powers include memory absorption, and I’ve already used it on myself to recall every spell I ever knew,” she told them with a toothy grin before turning back to Courier Sex. “I just used it on you as well, filly. So unless you want your life’s story recited back with special emphasis on your most humiliating moments, I suggest you back off.”

“You’re bluffing!” the stetson-wearing former unicorn said as she climbed somewhat unsteadily back to her hooves, her aura activating as it tried to heal her still-smoking horn.

Sunset’s grin got broader. “If you need more convincing, Courier Six, then try this on for size: I’m a lot more dangerous than some bow-wielding buffalo cow taking a potshot at you for trespassing on sacred stampeding grounds,” she said with a wink, causing the transformed mare to gape and her friends to freeze.

“How did you—”

“If your memory serves, you lost the speedy delivery bonus you were trying to earn with that shortcut and ended up in an Appleloosa infirmary for a month. And insult to injury—for not delivering your package at all, you got docked pay by the Moojave Express to refund the sender’s money, and worse, you lost any chance you had of winning the Mistress of the Moojave lifetime achievement award you’d been coveting your entire career.

“With your magic still wonky after the injury, you quit the Express soon after. You slunk back east with your tail between your legs to take a job as a simple postal clerk here in Ponyville while you continued to recuperate. But instead of taking responsibility for your own stupid mistake, you just excuse it away by telling anyone who asks that ‘the game had been rigged from the start’,” Sunset finished with a smug grin.

Her declaration earned a series of shocked and far more wary looks from the converted creatures around her, though the former Courier Six herself could only chuckle somewhat painfully.

“Oh, I like you, filly…” she replied as she sat back up, removing her Stetson to rub a rather lurid scar near her left ear while displaying her throbbing stallionhoods, seemingly more excited than intimidated by Sunset’s demonstration of power. “Strong and spirited? Reckon I’m gonna enjoy breaking you down.”

“From what I can tell, she’d break you, C-Sex,” the male of the group growled like he was used to being their leader—or was it manager?—as he stepped between her and Sunset. “I got a good glimpse of her aura, and this filly’s got an arsenal of arcane powers and exotic magic we’ve got no answer for. Much as I hate to say it, we’re no match for her, so back off and obey orders! The Queen will deal with her.”

“A wise choice,” Sunset said with a respectful nod to him, wondering what kind of pony he had been before his conversion—did he have the same personality as before? And if so, what did that mean for Twilight? “It’s good to see that at least one of you retained a little restraint and common sense after their transformation. Otherwise, I’d have to take you all out here and now.” She punctuated her words by lowering her head and igniting her horn menacingly, and this time they believed her, with everycreature taking a precautionary step back.

Satisfied that she’d cowed them, she retracted her threatened spell. “Now if we’re through exchanging pleasantries, may I please be taken to Princess Twilight? We need to have a little chat about this new Empire of hers…”

Five minutes after they converted Peregrine Pacil, Spike and the CMC were finally starting to fully recover their senses. And in the case of the original Cutie Mark Crusaders, their former bodies.

Cyber Belle had determined by then that they all transformed nearly entirely into dragons due to some strange and previously unknown effect of the curse crossed with an ancient and deeply buried enchantment the young griffon seemed to carry, fed further by all the additional sources of multispecies magic they each individually bore.

“The origin of the enchantment is unknown. But I calculate that whenever we’re with him, the transformation will overtake us again,” Cyber Belle announced to her friends. “And the more we do it with him or any other griffon, the longer it may last.”

“Aw… but he was so much fun!” Fireflight pouted. “I love his body and new part-Phoenix form! Right now, he’s the only creature other than me that has that!”

“Yeah, and reckon Ah like him too,” Timberbloom added wistfully, bending over to lick herself clean. “Of all our new partners, Ah liked him the most—no offense, Spike.”

“I hear ya, A-B—or I guess I should say, T-B now,” Spike agreed as he rested one set of talons on the belly of their newest lover’s dozing form while his other set held a goblet of water. “Gotta admit, I never knew how enjoyable being with griffie guys could be. They’re so much fun to make gay! You know, I think I want the whole Kingdom for my harem now!” he announced eagerly, his softened organs hardening quickly again.

Unlike the girls, he hadn’t transformed, but he had ended up with a now-fading headache afterwards. He thought it might be more due to dehydration and exhaustion than anything else, to which Timberbloom had used her new power to give him ultra-purified water—at least, once her former Granny had shown her how.

The Apple family matriarch and leader of the Timberponies had also taken the opportunity to have a chat with Spike, admonishing him to “always treat mah kin right, or you’ll answer to me, young ‘un!”

She’d then emphasized her warning by causing the wooden arms of the sofa Spike was sitting on to briefly sprout vines and restrain him. He quickly realized with a start that her constructs were unbreakable and her power irresistible as the tips took phallic shapes and threatened to forcibly penetrate him in every orifice he had, probing at not just his tail and muzzle but even the tips of his twin organs!

She had him helpless in that instant even despite his new strength and intensified flame; for a single both terrifying and tantalizing moment, Spike thought she would take him anyway just to make clear that she was the alpha wolf, even over him!

It took a few seconds for his heart rate to slow back down as she released her hold on him and walked away with a wink, the vines melting back into the wood from which they had sprung. You know, for all the ponies and griffies I’ve taken tonight, nocreature has actually taken ME! he suddenly realized as she returned to spend more time with her new pack, chatting up a nearby Kirin. Should really fix that at some point… but with who?

Regardless of the answer, Peregrine Pacil himself was now sleeping peacefully with a contented smile on his lengthened beak. He had been carefully carried to a bench by Spike as he slowly absorbed the myriad magics within him, though he didn’t look much different after his initial transformative flare. His Phoenix and dragonfire flames had subsided, as had his circuitry and green-eyed Timberwolf attributes, though his erect organs still hung in the air displayed proudly over his body, enticing them anew.

“Listen, if you want more griffies, I’ll help you get them, as long as we can do them too! But first, I wanna do something for you, Spike,” Cyber Belle announced as she stood back up, running one final series of health checks with a stream of data across her eyes. She was trying to make sure she was suffering no lingering aftereffects of their session with Peregrine, or The Nightmare’s malware before that.

“For me?” Spike said in some interest as he gulped down more water—something dragons rarely did for the danger it would at least temporarily quench their internal flame. But in this one instance, he found it necessary and did feel better as he drank.

“For you,” she confirmed as her system checks all returned green. Satisfied, she approached Spike, her eyes turning hooded. “A reward for all you’ve done for us. I’ve run the simulations and tailored my technique about a thousand times in the past five minutes now, so I’m 99.958% certain I can do it,” she announced as Timberbloom and Fireflight looked at each other in confusion.

“That’s good, I guess… but, uh, do what?” Spike inquired as she set her eyes on the twin phalluses in his lap.

But though she licked her lips, she made no move to approach them. “We’ve known that you go to the human world a lot. And that you said you had an interest in the Rarity there, since she liked to lavish affection on you even if you were a dog. And even though my sister here kept ignoring you.”

“Uh… yeah?” Spike had truly no idea what she was getting at, suddenly wondering how his trips to Earth were going to change in light of this wild and crazy night. Who knows? Maybe I could expand my new harem there! Just imagine adding THAT world’s CMC! Or even its Rarity… he barely dared hope.

“Well, I can’t take you to Earth, and I can’t say I’ve met the human version of my sister. But I can take her form,” she said with a wink. “I believe there’s enough information on human anatomy in the Queen’s smartphone for me to change myself into a human. Enough computing and shapeshifting power in my circuits and nanites to allow it. And enough pictures of her in the Queen’s photo library that I can depict the human Rarity quite accurately.”

She made the announcement as a fresh series of figures and pictures flashed across her eye displays, including one he recalled quite well of the human Rarity holding him to her chest telling him how adorable he was. “So what do you say, Spike? How would you like to live one of your greatest fantasies… through me?” She winked again as Timberbloom and Fireflight glanced at each other in surprise.

“Uh…” Spike’s suddenly dry throat couldn’t speak, but his twin organs did for him as they engorged further and began visibly throbbing, hovering before Cyber Belle’s hungry eyes. “That would be… interesting…” was all he could finally manage through a suddenly dry throat, swallowing hard while licking his muzzle repeatedly. “But won’t your real sister mind?”

Cyber Belle’s sly grin got broader. “Don’t worry about her. Just let me do this for you, Spike. She never gave you the time of day, but this Rarity will,” she promised, and without further preamble, her internal circuitry lit up as she ran her transformation program; her biomechanical form flowing into a new configuration before his astonished eyes.

It took just fifteen seconds to complete, and by the time it did, the clothed human Rarity stood before him, appearing exactly as he recalled. And then, to his further excitement, she all but sauntered up to him on two legs to wrap her arms around his neck.

“So what do you think, my dear Spiky-wikey? Do you like?” Cyber Belle jarred him further by perfectly imitating Rarity’s voice, taking a jaunty pose he could only imagine she’d picked up from whatever human fashion magazines Twilight had kept on her smartphone—she’d done so to bring back reference material for the pony Rarity. “I am yours, as I should always have been.”

“By all the ancient Dragon Lords…” He realized there was no point in lying about how sorely aroused he was; not with his throbbing phalluses pressed squarely into her belly with their tips brushing the underside of the chest-mounted mammaries he’d admired and even enjoyed snuggling up against as a dog in the human realm. “You’re so beautiful…”

His paws began moving of their own accord, eagerly removing her clothes to bare her deliciously smooth and soft body before him, running through her purple hair and passing over her creamy curves as he began kissing her. He found he wanted her worse than anycreature he’d wanted before, even for all the new mates he’d already made that night.

“Mmmm… I see you like me, my dear Spike!” the form of Rarity all but purred in his grasp as Spike quickly divested her of her remaining clothes; her skirt falling in a puddle at her feet—Cyber Belle couldn’t actually create clothes per se, but with fresh knowledge of human fashion and sewing techniques that had also been on her Queen’s smartphone, she’d been able to simply remotely put them together from her sister’s fabric stores, summoned right out of her boutique.

“And I like you,” she further announced as she fell to her knees before the CMC’s longtime lover and began rewarding him as only a human woman could. She orally pleasured each shaft in turn with her petite mouth as she pushed her human breasts into their sides, growing them further before his astonished eyes. The increased size gave her the mass she needed to properly pillow his large organs, eliciting a shiver and moan.

“Hey! No fair!” Timberbloom objected even as she began pleasuring herself to the sight, creating a copy of Spike’s organs out of wood from the ground to push back into.

“Yeah, come on, C-B—you know we can’t do that!” Fireflight likewise protested, though she was stroking herself to the scene as she hovered above them.

Spike missed Cyber Belle’s reply, too lost in his own ecstasy and the image of the human Rarity before him, performing an act he’d never dared dreamed she’d do for him as a dog or dragon!

Part of him was honestly surprised that he was reacting so strongly to this ‘gift’ when he’d had no trouble rejecting The Nightmare in Rarity’s body, not turned on at all by her. But as his slightly fevered thoughts focused, his internal apples churning with fresh seed as his sensory overload quickly surged towards climax, he realized it made sense.

After all, seeing Cyber Belle in Rarity’s body wasn’t at all like the blasphemy of The Nightmare wearing her form.

After all, unlike The Nightmare, he not only loved Cyber Belle to begin with, but in some important ways, she was her sister.

Even her human sister!

The idea was the last clear one he had before his orgasm overtook him; erupting with flame from his muzzle and seed from his twin shafts. The former was aimed into the air as he arched his back and head while the latter covered Cyber Belle’s disguised form with his steaming spunk, leaving lines of it dripping off her face and wonderfully ample human breasts.

His harem likewise announced their appreciation with a series of erupted flames, thumping their new tails and pinwheeling their hooves in pure joy as some even took flight to celebrate their beloved Lord’s happiness.

“So did you enjoy that, Spikey-Wikey?” Cyber Belle asked him in Rarity’s voice as she stood up and pressed her naked form into his body, wrapping her arms around his head again. “Because through me, you can have her whenever you want.”

Spike could only nod eagerly as he slowly recovered his senses. “Y-yeah. I really did! But, uh, w-won’t your sister mind?” He cast a nervous glance over at where Nightmarity was continuing to attend Discord. She was not looking their way, though there was a definite danger that she would do so if the appreciative sounds he was hearing from the other dragonponies of his harem were heard.

“And what if she does?” Cyber Belle leaned into him harder, still wearing Rarity’s form and using her voice. As she pressed her human counterpart’s chest-mounted breasts into his belly, Spike couldn’t help but wonder what Twilight had uploaded on her smartphone for her to know about the odd but strangely alluring human lovemaking method called ‘paizuri’.

“I’m doing this for you, darling, not her—though I admit getting to tease her with her own form is kind of fun. Besides, what’s she gonna do about it?” She abruptly switched back to her real voice for a moment before shifting back into character. “Faint and announce this as the Worst—Possible—Thing?” She raised a foreleg to her head and pretended to faint into his arms.

“Cyber Belle!”Nightmarity’s outraged shout validated Spike’s feeling of foreboding instantly; her infuriated voice booming across the room. “By the sacred sands of Steedgypt itself, stop taking my form and cease that disgraceful display at once!”

But far from worried, Cyber Belle only smirked and winked at Spike before turning her head fractionally to face her sister’s fury, speaking in her own voice again. “Oops! Sorry, sis. I forgot you changed forms. I’ll fix that now.” With another flare of her horn, she changed her skin tones from alabaster to ebon, matching Nightmarity’s new nighttime hues.

She also grew herself and her hair to match her sister’s increased stature, adding several inches of height and becoming much more voluptuous, pressing her now-enormous human breasts hard into Spike’s chest. “How’s this, darling?” she said in Rarity’s voice again with no little relish as she reached in to kiss a sorely aroused Spike, then leapt into his arms to offer him her human marehood to him right then and there, poising it over his organs.

“Cyber Belle…” The room began to shake and the very air around Nightmarity went dark, her bright eyes even outglowing all the thestrals and Timberponies in the room for a moment. “I remind you that I know all The Nightmare’s technocurses!”

Despite the tremor that went through the floor, Cyber Belle was completely unconcerned. “It’s okay, Spike. I promise she won’t do anything—to you or to me,” she reassured Spike in her own voice. “She loves us both way too much for that.”

“She’s gotta funny way of showing it…” Spike found himself sorely aroused yet again in mingled fear and excitement. “If you ask me, she looks ready to toss us both into limbo! But listen, Sweetie—I-I mean, Cybie. I’m really flattered that you want to do this for me, and I’m not gonna lie and say I don’t like the roleplay!

“But the thing is... I’m in love with you and the other girls now, not her! It’s not that I’d mind rutting you as a human. It’s not even that I’d mind rutting any human, and definitely not the human Rarity! But here and now, I’d much rather it be you I rut, and not you disguised as your sister!”

Despite her new logical subroutines, Cyber Belle sniffled in pure emotion as she responded by reverting her form—not to a pony, but to her own humanized features.

“And that, Spike, is why we love you,” she told him, now speaking in her own voice. “Because you love us for who we are inside, not for the exterior we bear. I know you have this whole harem now, but they’re not the only ones who want to be with you. So just know that whether human or pony, I’m yours forever.”

“Same with all o’ us!” an eager Timberbloom instantly added, then turned downcast; her canine cock dipping along with her head. “Even if Ah can’t become human like she can.”

“Actually… you can,” Cyber Belle told them over her shoulder with a wink. “A good dose of my nanites, and I can transform you—if you let me. Just like with Peregrine, it’s only temporary since your new internal magic will restore you to your proper forms afterwards, but enough for some serious fun. So how about it, Spike? Want us all as humans?” she suggested. “I don’t need to calculate the responses of Timberbloom and Fireflight to know we’ll do it for you.”

“Yeah! Definitely!” Fireflight nodded eagerly.

“Let’s all do it! But reckon it’s gonna have to wait now…” Timberbloom added as she saw Peregrine Pacil begin to stir.

At that moment, Queen Eclipse came over to check on him—and them. “Indeed it will,” she said with a smile, having reverted her earlier transformation to a Saddle Arabian and re-donned her Coltic armor. “I am truly sorry to interrupt such an interesting state of affairs—I am very impressed by your transformative talents, Cyber Belle!—but I must ask you all to cease your activities for now and make yourselves presentable.”

“Aw… but why?” a crestfallen Timberbloom asked. “We were having so much fun!”

“Because our guest of honor is about to arrive,” Eclipse said with a grin as she turned her eager gaze expectantly on the door to the chamber. “And I would hate for her to be given a bad first impression…”

As she was escorted down the hallway by whom she gathered was the former Ponyville Post Office staff, Sunset was forced to pass between two lines of curse-altered ponies. They were all leering or growling lustfully at her; their often-multiple phalluses prominent beneath their bellies as seemingly every single resident of Ponyville had been captured and converted into an ultra-endowed hybrid predator.

Despite their glances, she kept her gaze fixed firmly ahead, paying them no mind. Their presence was no doubt an act of intimidation, or perhaps an attempt by Twilight to weaken her will by forcing her to be exposed to all sorts of mating magic and curse-boosted pheromones along the way.

Despite the danger, Sunset smiled, even allowing her normally hidden stallionhood to emerge slightly; her sheath growing out of her lower belly between her teats.

Well, hell… she found herself using the human euphemism for Tartarus, even in a pony body. It would be a lie to say I’m not tempted—some of these forms are definitely interesting, and I have to admit, I did have a bit of a thing for thestrals! she silently granted as her eyes roved over the converted pegasi, finding herself feeling the same moment of regret she did back during the Friendship games when she was forced to wipe memories in order to put everything back to rights.

But just like then, she did not relent or let her awakened desires weaken her resolve. Sorry, Twilight, but thanks in large measure to you, I’m no longer a slave to my passions. I’m a much stronger person—and pony—than I used to be! she told her mentally, but if Twilight heard, she gave no indication as they neared the end of the hallway. It was further lined with not just firegems but a series of floating Jack and Jenny o’Lanterns, though they glowed with a strange violet light that seemed to be infused with unicorn mating aura.

“In here, filly. I can’t wait to see how the Queen deals with you,” Courier Sex said as she magically pushed the doors to the map room open with a flare of her horn; leaving Sunset in some amazement—and even a measure of worry—at how fast she had healed from the feedback shock she’d dealt her. Normally, a unicorn would have been left magically numb with their horn out of action for a full day after that, but she’d fully recovered within just a couple minutes. “We’ll see who gets to be boss mare later, after the Queen has had her way with you.”

“Then get used to disappointment, ‘filly’,” she parted with a final dig. It wasn’t that she wanted her audience riled up so much as their attention to be completely on her. She knew from long experience that making them mad would help that cause, making it easier for Delta and Twilight to sneak in.

It occurred to her only then that they hadn’t worked out a signal for when they were in position and Sci-Twi would strike. But she decided it was just as well, in case Eclipse could, by some stretch, defeat her mental defenses. But when they’re further enhanced by my new memory absorption powers, which I’ve already learned can be used to block as well as extract? Not likely!

It was then she beheld the curse-corrupted form of Princess Twilight herself. Startled—Sunset knew what Eclipse would look like from Trixie’s memories, but somehow, to actually see her like that made it far more menacing and real—she found herself stopping to stare at her friend’s darker features, bat-wings, and Coltic clothing; never mind the large and exquisitely erect stallionhood dangling from between her hind legs.

Though she wasn’t afraid, Sunset was immediately given a very strong flashback to the first time she beheld Midnight following her accidental ascension many months earlier. Just like Midnight, the transformed pony Twilight looked far more predatory and cunning than before, to say nothing of far less restrained.

It left Sunset wondering how much the two corrupted versions of Twilight Sparkle would have in common, and if she could deal with Eclipse the same way she would Midnight—by simply using her enormous ego and belief in her own infallibility against her.

Best not to assume that… she reminded herself sternly. Especially since Eclipse knows of Midnight and would probably hate the association! But then again, maybe I could use that against her instead…?

“Welcome, Sunset Shimmer. I’ve been expecting you,” the former Princess announced with no small amount of glee as she bade goodbye to a recently converted creature who looked like a newly enhanced griffon. His eyes glowed green like a Timberwolf but his feathers were burning like a Phoenix—Sunset didn’t even want to think of what he’d been through to receive a conversion like that!

“I knew you would come. So I made sure everything was ready for your arrival. May I offer you some human brandy?” She floated forth a goblet, keeping one for herself. “Don’t worry, it’s not spiked or poisoned. For if I had to resort to chicanery to overcome you, then I could hardly call myself a worthy Queen or the master of magic.”

“Thanks for being so hospitable,” Sunset acknowledged with a bow—even insane, Twilight was still pony royalty, after all—accepting the goblet in her aura as she took a sip and looked around at the assembled crowd again, unable to suppress a second moment of marveling.

Gotta admit, it’s remarkable what this Sexually Transmitted Curse has done. The Canterlot arcane magic labs should have a field day examining this one! “After all, I could hardly stay away from such a wild scene! Thanks for letting me in, Twilight—not that I would have taken no for an answer. Have to say, it’s been a while since I’ve visited you here,” Sunset said as she looked around and studied the packed map room around them.

Half of it seemed to be Coltic in décor while the other was Steedgyptian—and was that the Chaos God himself lying bound and helpless before a Nightmare version of this world’s Rarity?

“And what do you think?” Eclipse asked, unperturbed as the rest of the room’s denizens looked on in leering interest—and was that enormous adolescent dragon Spike? “Impressive what this wondrous magic has done for us, wouldn’t you agree? Such a superb redefinition and renewal of Friendship it has provided us all!”

“Eh, been there, done that.” Sunset shrugged as she took another sip of brandy, even if she had to internally admit that this was, in some ways, even crazier than what she’d been through with Midnight at the Friendship Games the previous school year. She’d just enhanced their base forms for the most part, but the curse had clearly created many outright hybrid races; everything from what she could only describe as scaled dragonponies with smoke wafting out their nostrils to Siren-like creatures floating in the air and humming softly to themselves.

There were even some ponies who appeared to have been made into actual cyborgs; their bodies crisscrossed by circuitry with digital displays flashing over their eyes. She had no idea how the curse had somehow tapped human technology, but it was of little importance then.

Cure the curse first, research it with Sci-Twi later! she reminded herself, turning her attention back on a still-smiling Eclipse.

“So tell me, Sunset Shimmer, what brings you before me now?” the self-proclaimed Queen asked in a tone that suggested she knew exactly why her Earthside friend had come, and that she could scarcely contain her glee at having the head of the human Element Bearers delivered directly into her waiting wings.

“Well, I wish I could say this was just a social call, but it’s not,” Sunset told her, finishing the brandy and putting the goblet aside. It was only then she noticed Starlight Glimmer bound but unaltered, staring at her in shock and disbelief before her expression dropped in defeat, apparently certain all was lost.

Just hang in there, filly. I didn’t come here without a plan! “I see you’ve been doing a little redecorating and changed your fashion sense, Twilight. Have to say, I’m glad that you’re finally cutting loose and letting your mane down a bit, but I can’t let this go on. I’m sorry to say, I’ve come here to bring down the curtain on this little party of yours…”

37: Scion of the Sun

Author's Note

After more than a year, welcome back to Nightmare Night, folks! And I see I have a year’s worth of comments on this story I neglected to answer.

My apologies to all who left them. :facehoof: This chapter has been a long time coming, with not one but two major sequences I’ve been planning for a while. It’s a little light on clop, but there is some, so you are warned that the chapter has the usual futa action, Sunset gaining a (literal) pair to go with her figurative ones, a brief but nearly-successful seduction of Delta Requiem, and one well-earned swear word from our favorite fiery former bad girl.

There will be one more chapter possible before I have to finish off the remainder of Midnight Rising in order to set up the Nightmare Night climax. If you haven’t been following my blog, I’ve been rewriting that story chapter by chapter with a lot of new content, and the last two chapters in particular will have direct bearing on what happens in the climactic chapters of Nightmare Night. And for further enticement, the latest two chapters of it are very Nightmare Night-esque, involving Midnight discovering the Griffon Kingdom. Look out!

[Adult story embed hidden]

Special thanks go to AJ_Aficionado and Silentwoodfire for checking this chapter carefully and spotting a couple major issues I needed to fix. Thanks as well go to Leo Archon, who came back to check out what was up with Delta Requiem, and Silverblade5, who had a good time in the comments. This chapter met with their enthusiastic approval, and hopefully yours as well.

Nothing else to say except Happy Halloween, folks! 🎃Hopefully this chapter will be both a Trick *and* a Treat!

—Firesight

37: Scion of the Sun

Standing in front of a curse-consumed Twilight Sparkle while surrounded by hundreds more equally corrupted ponies, all of whom had been turned by the same unholy magical mixture to hybrid and very hypersexualized nightmare creatures who wanted only to rut, Sunset Shimmer knew she was in grave danger.

Not only of succumbing to that corruption herself if she wasn’t careful, but of being overpowered and sexually subjugated by a pony she called friend—an insane alicorn stripped of all inhibition and honor no less than Midnight Sparkle had been.

And yet, she found she didn’t care, looking forward to what she expected was an epic battle of magic and wits to come. I should be scared, but I’m really not. In fact, it feels like I finally found a purpose and meaning for everything I did and went through back in the day of being Celestia’s student. Just think—all those old arcane spells and forbidden magic I learned to usurp Celly with might finally be useful for saving her and everyone else!

She could appreciate the irony of her situation as she sipped at her brandy—to Twilight’s credit, she had developed a good taste in human liquor—knowing perfectly well what her old self would have said to using her attained abilities in some way other than selfishly.

“So tell me, Sunset Shimmer, what brings you before me now?” the self-proclaimed Queen Eclipse asked easily, though Sunset could hear the undertone of her voice that suggested she not only knew, but scarcely believe her greatest quarry had just delivered herself on a platter.

“Well, I wish I could say this was just a social call, but it’s not,” Sunset told her, throwing back the remainder of the brandy—she hadn’t detected any traces of spellcasting on it or the goblet aside from a chilling charm. Looking around her, she saw a magically restrained Starlight Glimmer presented on a pedestal trussed up like a Thanksgiving turkey, still uncorrupted and unclaimed by the curse.

Sunset guessed that was only because Twilight was planning something for her later, and she gave the other mare a nod of acknowledgement and wink. But Starlight only stared at her in disbelief. She then closed her eyes and slumped, leaving Sunset guessing she thought all was lost.

Just hang in there, filly. I didn’t come here without a plan! Sunset mentally told the other mare, who she knew was not only an exceptionally powerful unicorn in her own right, but an excellent tactician.

And what does it say about this version of Twilight that Starlight Glimmer was so easily overcome? Sunset couldn’t help but wonder as she took in the Map Room’s altered surroundings, which looked like a badly clashing amalgam of Steedgyptian and Coltic décor she knew the human Rarity would throw a fit at seeing.

“I see you’ve been doing a little redecorating and changing your fashion sense, Twilight. And while I’m glad that you’re finally cutting loose and letting your mane down a bit, I can’t let this go on. I’m sorry to say, I’ve come here to bring down the curtain on this little party of yours.”

“Have you, now?” Twilight seemed amused by the statement, and so did many of the corrupted half-pony creatures around her. “And how do you plan to do that, Sunset Shimmer, when you know perfectly well that my alicorn power dwarfs yours as a unicorn?”

Sunset recognized it for the probe that it was, though she took it as a good sign that not even Twilight could penetrate her reinforced mental defenses. She couldn’t sense if Sci-Twi and Delta Requiem were close, which was a testament to the latter’s stealth and skill as a spellsinger. But she imagined the latter was taking extra care to slip them in unseen. She just hoped it would be enough to overcome the arcane energy detection abilities of The Nightmare’s former host, who she was surprised to see was the pony Rarity.

Have to say, that new look strangely suits her… Sunset inwardly conceded, wondering what the human Rarity would think of both that, and the fact that pony Rarity wanted nothing to do with dragons given they had become her human counterpart’s favorite creatures and partners on the other side of the portal.

Would sure be fun to watch the fireworks fly if THOSE two ever got together! She couldn’t help but grin at the image.

“Well, I suppose if I was the supervillain you’ve become, I’d stand here monologuing about it, reciting a rehearsed speech while loving the sound of my own voice. But I figured that before I tried outright taking you down, I’d do what friendship requires first by attempting to reason with—”

“Athena Cykes!”Twilight suddenly exclaimed, pointing at Sunset with a hoof. Her words earned some startled and confused looks from the other corrupted ponies, except for the Cyberponies, who grinned and nodded. “I knew that outfit looked familiar! I take it that was your Nightmare Night costume—or as humans call it, Halloween?” she asked with a cocked head and a wide grin.

Sunset blinked, looking down at herself to realize she was still wearing the white blouse, yellow skirt and blazer, altered black glove, blue tie, black nylons, white hind boots and mood-reflecting pendant of her Athena costume, which took on a surprised face with a circular mouth.

“Oh. Uh, yeah. There was a post-football Halloween party at CHS with Crystal Prep, since they were there as the away team. The school heads—and you’ll be interested to know that Dean Cadance is now Principal Cadance—offered a series of prizes for the best costume themes among all the school bands and teams. As I’m sure you can guess, ours was Ace Attorney.” She didn’t mind striking up a conversation on an unrelated topic, as that gave Delta and Sci-Twi more time to infiltrate the castle.

“Attorney?” Nightmarity spoke up from the other side of the room, looking Sunset over from head to toe. “With that outfit? A horrid combination of colors paired with an untucked blouse and a sloppily knotted tie? You would surely be found in contempt if you showed up in an Equestrian court with such a short skirt and slovenly attire!”

She turned up her nose even as she lay at the center of attention from half a dozen Timberponies. They included two figures who appeared to be the pony equivalents of Applejack and Big Macintosh, who seemingly didn’t mind in the least servicing Rarity’s sex, new grapefruit-sized apples and impressive deep blue stallionhood with their long canine tongues.

Sunset stared at her, finding her uncannily like the human world’s Rarity for a moment. I wonder if she can play a keytar? “For the record, you just insulted your human counterpart, given she was the one who dressed me up like this?”

“She did?” The Nightmare-infused pony Rarity looked horrified for a moment. “Well, I will simply have to have a chat with her for that and many other affronts to our shared name! Not the least of which I am told is her unconscionable interest in dragons!”

“Now, now, Nightmarity. Don’t be too hard on her or Sunset here, given the portrayal is an impressively accurate one. If you don’t believe me, see for yourself.” She nodded over at Cyber Belle, who grinned and projected an image of the real character into the air.

“Hmph! Then I will simply have to take it up with the game designers! Especially if all the costumes are so improperly revealing or garish…”

“Actually, they’re not—okay, save one or two. And as for ‘Athena’ here, I admit she’s a surprisingly complex and sympathetic character in an interesting and entertaining series of human video games, even if it presents a completely unrealistic view of the human and pony justice systems. So I grant you have a good taste in characters, Sunset Shimmer. Though I cannot say the same for my human counterpart, who I presume dressed up as Phoenix Wright?” she guessed in some visible distaste.

“She did,” Sunset conceded, wondering what Sci-Twi would think to hear that. Or maybe she’s already here? she hoped, uncertain of how much longer she’d have to stall. “How’d you know?”

“Simply because he would have been the absolute last character I would have wanted to portray, given his ugly win-at-all-costs attitude, complete inability to plan ahead and willingness to accuse the innocent to cover for his many mistakes,” she replied with something approaching a sneer as she magically refilled her goblet and took another sip.

“I would have chosen the character of Mia Fey instead, who was the embodiment of loyalty and honorably fought to not only free her clients, but right the wrongs done to them.”

“Interesting…” Sunset said as she looked around again. It was only then she noticed the crystalline statue of Celestia off to the side and for the first time, her eyes went wide, seeing her former mentor frozen in gemstone wearing an expression of total shock and disbelief. She had apparently been caught rearing up given her slightly elevated forequarters showed off an enormous stallion erection, so big it reached all the way to her chest. “Is that—”

“It is indeed,” Twilight confirmed, looking down into her drink with a visible moment of regret. “Understand, she was converted too soon. I had no choice but to activate my anti-alicorn failsafe when she stormed in here looking for Discord, and then announced she would rule this world as a tyrant queen. I will release her from her crystal prison once I can cleanse her of her inner darkness, which I suspect is left over from fighting her sister during the long-ago war with The Nightmare. And speaking of whom…”

Sunset was just able to sense a whisper in the ether of several portal passages out of sight behind couches and curtains. One even occurred in the roots of Twilight’s old treehouse above the map table, which was dark except for the intangible map of Equestria and Beyond it displayed.

She was surprised when a flat-haired Pinkie Pie and all three of her sisters suddenly stepped into view from their entry points, with Pinkie herself dropping out of the treehouse to land like a cat on all fours before them. “Hey, Queenie. We’re back.”

“Greetings, Pinkamena. I assume from your satisfied faces that your mission was successful?”

Pinkie gave a malicious grin Sunset had never seen on her face before. “Sure was, Queenie. We got her! After three thousand years, she’s dead and buried,” she said coldly with a lick of her blade. Her blue eyes then fell on Sunset with a sly smile, who couldn’t help but shiver at not just the intensity but the sheer mercilessness of her gaze.

“Oh. Hey, Sunny.” She twirled a knife on the tip of her hoof as she spoke. “Didn’t expect to see you here. Have to say, you make a nice-looking mare. When you get back, tell the pony Pinkie that it’s time to switch places again. I don’t want to get too far behind on my homework, after all. Oh, and ask her if she’d be willing to let her sisters swap places, too,” she added with a nod at her siblings, who nodded back eagerly.

“Uh… sure, Pinkie. But you said she’s dead?” Sunset was surprised to feel a chill, and not just at the realization that her hunch had been right that the two Pinkies were trading worlds. “Who’s dead?”

“The Nightmare.” Twilight’s eyes narrowed, causing Sunset’s to go wide. “After Rarity expelled her but kept her powers, she fled through the dreamscape, so I dispatched Pinkamena and her sisters to hunt her down. They were well-suited to the task, given their enhanced abilities meant that they could traverse the dream realms along with Hammerspace,” she explained shortly, then frowned at Sunset’s shocked expression.

“And don’t you dare act aghast or have any sympathy for her, Sunset Shimmer. She lived far too long and destroyed countless lives in her pursuit of not so much power as parental acceptance, including the many thousands of ponies lost during the Celestial War. So kindly spare me any sentimental blather about sparing her. She had no qualms about killing and did so on a mass scale. She’s had it coming for over three thousand years, and nopony should mourn her.”

“Then you really have changed,” Sunset realized with a shiver, only then understanding between hearing Twilight’s words and seeing Pinkie Pie’s altered state just how strong the curse’s corruptive influence truly was. “And not for the better if you would so casually imprison your own mentor. Or callously condemn another being without even the benefit of a trial.”

“Sorry, but not sorry, Sunny,” Pinkamena said, taking her seat at the map table and putting her hind hooves up on top of it, to a disapproving glower from Rarity. Or was she now called Nightmarity? “Not for that, and definitely not for catching this wonderfully sexy virus. You wouldn’t believe how free my sisters and I feel now! And how much we can do.”

She began openly stroking her erection, though Sunset knew that just like in her own case, Pinkie had gotten it at the end of the Friendship Games; a mark of magical maturity that allowed her and the rest of her friends to feed Sunset enough Friendship magic to ascend and ultimately defeat Midnight Sparkle.

But only after she’d sexually corrupted two student bodies, three school heads, a pair of dragon clans and the entire capital city of the Gryphon Kingdom! Eclipse hasn’t even come close to that tally, and yet… here and now, I’m almost thinking that between her and an equally insane Sci-Twi? MIDNIGHT was the more reasonable one! She couldn’t help but think to see her now.

“What she said!” Limestone broke into her thoughts as she turned to Marble and started making out passionately with her, the pair rubbing their new phalluses together as they reared up. “After being stuck on a bucking rock farm for all my life, this is the most fun I’ve ever had! I don’t ever want to give it up!”

“Agreed. This has been the greatest night of my life,” Maud added in a monotone as she began to back her rear into Celestia’s erect crystalline cock. “And I don’t ever want it to end…” she further added as it slipped inside her slit with a wet slurp and she began to slowly hump it, doing her best to work it in deeper.

“You heard them. And that, more than anything else, is what this wondrous magic has done for us, Sunset Shimmer. It is also what I now offer you.” Twilight stepped forth, backed by hundreds of grinning, nodding ponies, all wearing leering looks.

“With you at my side, the Human Element bearers can be quickly captured and converted as well, thus extending both their influence and that of this evolutionary enchantment to the human realm! Just think of the possibilities after that!”

“I’m afraid I already have. Because I’ve seen them once before,” Sunset rejoined easily. Anytime, Delta… she mentally called out, only to realize she’d asked for ten minutes and by her internal reckoning, only eight were up. “And for as fun as it was, it’s ultimately destructive. Sex alone is no basis for a society or civilization, Twilight.”

“She’s Queen Eclipse!” a series of mixed voices instantly corrected her, punctuated by timberwolf growls and dragonpony hisses, leaving Sunset amazed at how many ponies Spike must have screwed to produce such a large clan.

Sunset closed her eyes, then opened them again. “Fine, Queen. But allow me to list a few things you might not have thought of with regards to this new erotic empire you plan to rule…” She began to circle Twilight, who grinned and did the same back, the crowd instantly withdrawing to a respectful distance.

“First, just because you’re always horny doesn’t mean you don’t need to eat, sleep, or rest. It doesn’t mean you still don’t need fresh food, clean drinking water, and magical maintenance of everything from dams to streetlamps to roof shingles. It doesn’t mean you don’t need factories, hospitals, healers, grocery stores, craftsponies, and weather control. So, tell me, Queen—just how do you intend to grow crops, treat diseases and repair so much as a wagon wheel when all anyone ever wants to do is rut each other’s brains out?”

Though she had hoped her words would give at least a few of the corrupted creatures pause, Sunset’s warning was greeted by nothing more than a few smirks and snickers. The cyberponies looked especially amused at the suggestion, who Sunset had to inwardly admit looked far more sleek and technologically advanced than any movie or comic depiction of pony robots she’d ever seen.

For her part, Midnight just laughed. “Oh, please, Sunset Shimmer. Do you really think I haven’t considered those questions while I was waiting here for my orders to be carried out? Nothing changes because of this curse, my soon-to-be satrap. Our society does not crumble because of this, it simply evolves to use different currencies in exchange for services. So going in order of your points…”

She glanced over at a mare Sunset recognized as a youthful version of Granny Smith, who grinned, her eyes glowing green.

“Annie Smith now has not just the plant-controlling Timberponies under her command, but all the wild packs of the Everfree as well, meaning she can use them to grow all the food we will ever need throughout the entirety of the forest. The only question then becomes one of transport, and to borrow a phrase, our new abilities will leave it even easier to make the trains run on time.”

“And how do you figure that?” Sunset challenged, not immediately seeing what she was getting at.

“Just look around you, Sunset Shimmer. Armed with the infinite data of the human internet and all the various arcane texts I had uploaded to my cellphone, the cyberponies have the full and complete knowledge of both worlds at their disposal, meaning we will never lack for expertise in everything from magic to mail delivery to repairing steam engines or even building a brand-new castle. I might even have them build human-style structures and vehicles—minus the pollutants, of course.”

Sunset stared at her. “And you really think that they would—”

“I do, Sunset Shimmer. And I could go on. The creation of the Siren ponies were admittedly a surprise, and one of the very few things I would thank the late and otherwise unlamented Nightmare for. They make superb entertainers and psychiatrists who can calm passions and settle potential squabbles quickly with their soothing voices alone. Thus, their very presence makes strife unlikely.”

“Unlikely, but not impossible. Which means—“

“Which means I might need peacekeepers or even outright soldiers as well. That role can be fulfilled primarily by the dragon ponies, who are not only exceptionally tough and powerful but fiercely loyal to their Lord, who has already sworn allegiance to me,” she said as they thumped their tails and vented flame in appreciation.

“But their usefulness does not end there. They can not only detect and dig up all the gems we need, but will make excellent farmers, metalworkers and foot soldiers,” Eclipse added with a nod and loving look over at a much larger and more menacing-looking Spike, who smiled back. He was surrounded by the corrupted pony versions of the Destiny Seeking Teenagers, one of whom—was that Scootaloo? —appeared to have gained what Sunset could only describe as a Phoenix form with fiery feathers and an avian tail.

And yet, despite his far more predatory appearance, Spike’s formerly baby dragon eyes remained as friendly and gentle as ever; he also had what appeared to be an unaltered griffon tiercel on his lap, who he was cuddling and kissing like a beloved foal.

“Not bad. But you’d still need a lot more than fifty of them for all that,” Sunset pointed out.

“I agree. But Spike and his new clan will no doubt see to creating more of their kind soon enough. Once they have been made even more numerous, they can serve as our army alongside the cyberponies and bat-ponies, which given their varied abilities, will make for an incredibly formidable force. Though given their charms and nearly invulnerable bodies, I don’t expect we’ll need to conquer anyone except through sensual means,” she replied easily. “Fortunately, they’re all very good at that, too.”

“All well and good,” Sunset conceded. “But that still doesn’t—”

“And last but hardly least, there are the newly created bat-ponies, which include myself. We possess the enhanced abilities and advantages of both thestrals and pegasi—plus one bat-griffon who I have already promised a lead role in the coming conquest of the Griffon Kingdom,” she acknowledged with a nod at Night Owl next. Her twin phalluses throbbed hard beneath her four protruding belly breasts as she bowed low before her new Queen; they were even bigger than the ones Sunset had seen on griffons back during Midnight’s corruption of the griffon capital city of Arnau during the Friendship Games.

“Not only can we control the weather with ease, but our internal magic is now boosted to the point that we don’t even require the weather factory to create new clouds, able to easily mold them out of the air itself.

“And from the thestral side of our lineage, we are practically invisible to magical awareness while gaining an enhanced version of our own. This makes us perfect spies and infiltrators, though now we would take out enemy sentries and soldiers with sudden sex instead of slashed throats.” She closed her eyes at what Sunset suspected was not so much the image of it as great satisfaction at her own turn of phrase.

“So, to make a long story very short, be assured that our ascensions make the tasks of maintaining society and defending it far easier, not less,” Eclipse pronounced with complete certainty to the grins and nods of her new subjects, leaving Sunset momentarily unable to come up with a retort.

“If you think about it, all that changes is that instead of trading bits and gems for services, we will offer up our bodies instead. Instead of settling disputes through harsh words or force of arms, we will simply seduce our potential enemies and thus turn them into our friends and lovers. Or perhaps concubines if some form of punishment is needed, but I doubt it will come to that in most cases.”

“Then I admit, Queen Eclipse, that maybe I didn’t give you or your altered form enough credit,” Sunset granted, though she was starting to wonder why Eclipse hadn’t tried to attack or overcome her yet, continuing to slowly circle her while doing nothing but bathing her in mating auras and magical pheromones. It wasn’t that they didn’t affect her, but she had ample experience resisting them from the occasional encounter with Midnight, who was a source of them even more powerful than the corrupted Twilight.

She did, however, grant herself at least one point of indulgence in allowing the futahood she’d acquired at the Friendship Games to sprout and grow, to an approving nod from Twilight and some lustful growls from the other corrupted ponies. “You clearly maintain your ability to reason just fine. But for all that, there’s still a couple potentially fatal flaws in your thinking, Queenie. Or actually, three.”

“Enlighten me, Sunset Shimmer,” Twilight invited, though Sunset was surprised to realize that she was now thinking of this altered version of her friend less as Twilight and more as her chosen moniker—Eclipse.

“Fine. Firstly, you assume that enough discipline will exist for any of this to happen. But here and now, I see very little of it,” she said with a glance around her, earning a frown from not just Eclipse herself, but Annie Smith.

“I grant that you can do what you claim. But whether it gets done is another matter entirely. Within days, I foresee deadlines missed and routine maintenance neglected because everypony only wants to rut. Within weeks, I see crops unwatered and fields untended because everyone was too distracted by thoughts of sex to tend them, resulting in failed harvests and food rotting in their fields. In just a month or two, I see vital infrastructure crumbling and supply chains failing because repairs and shipments took a back seat to satisfying sensual demands, which, near as I can tell, this curse makes unending.”

“I see,” Eclipse said easily, though she never lost her grin. “And is there anything else?”

For the first time, Sunset was starting to get the distinct impression that it was Eclipse trying to stall her instead of the other way around. I’m not sure what she’s doing right now, but it certainly works in our favor if it gives Delta and Sci-Twi more time to make it in unnoticed!

“Yes, there is. The second issue is that you speak of exchange through sex as currency? Well, here’s the problem with that: basic economics says that currency gains value through scarcity. But if sex is freely offered, it loses value until it can purchase nothing, leaving those buying with nothing to offer those selling. At which point there is no point in producing or selling anything, and you’re left with a barter-based economy that can’t sustain you.

“And thirdly, you speak of military strength as a matter of simple numbers. But if you studied the writings of the Sun Master like Celestia made me do, then you should know better than anypony that it’s not that simple. Forces have to train together, which becomes difficult to impossible when you can’t think about anything except sex,” she pointed out.

“Just as before, I see your armies too concerned with rutting to carry out orders effectively, and I might also add that there is no guarantee that those you see as loyal will remain that way forever,” Sunset pointed out, looking around again and gratified to recognize at least one or two worried looks on the faces of the Cyberponies. “Not when you can no longer offer them greater power, lest they usurp your authority.”

“They wouldn’t dare!” Eclipse tried to claim, but Sunset simply shook her head.

“No? Take it from someone who learned the hard way, Twilight—you cannot compel obedience among those you can no longer cow or otherwise offer enough pay or basic necessities to. In other words, your new Empire won’t last very long simply because it can’t—because the curse’s compulsion to mate as a means to infect others is so all-consuming that it can’t provide for itself,” she told not just Eclipse, but them all.

“The only way it can sustain itself is through aggressive expansion, but the territory you can conquer is finite. This means you eventually run out of new lands, hosts and supplies you can seize, at which point you’re doomed. In that sense, this erotic empire you propose is ultimately no different than any other imperial power that requires constant conquest to survive. And if so, it will suffer the same ugly fate as all of them,” she said, her confidence growing.

“So even if you succeed in spreading this curse through both realms, the end result would almost assuredly be mass starvation and strife. And that’s why I have to defeat and cure you, Twilight. For the survival of not just Equestria, but two entire worlds are at stake in stopping the spread of this thing.”

But once again, Eclipse dismissed her with a laugh and wave of a hoof. “Well-reasoned, but still pointless worries. Your concerns are noted but unwarranted, Sunset Shimmer, simply because the most intense urges of this magnificent magic will wane over time, even if they don’t disappear entirely.”

“And what makes you say that?” Sunset was starting to wonder how much more time she had to stall, glancing around to see Nightmarity’s eyes closed in concentration, and Sunset was starting to worry that it wasn’t just to enjoy the tongues bathing her large ebon balls.

“Very simple.” Noticing her gaze, Eclipse glanced over at Nightmarity herself, only to receive a quick shake of her dark-furred head. “So tell me, Sunset Shimmer—that superb stallionhood I see beneath your belly. Have you used it since gaining it?”

Sunset stared at her, then smiled, feeling her engorged organ twitch once in appreciation at all the sex she could scent in the air and magical mating auras acting upon her. “Not that it’s any of your business, but yes. Even so, I don’t use it to screw everything I see. I only indulge it with proper partners at appropriate times.”

“Exactly,” Eclipse grinned, showing off her pointed thestral fangs. “In other words, you continued to live your life much as before, if with a few more ways to enjoy it. In gaining it, you neither neglected your studies nor your chores, nor even your duties as Element Bearer,” she reminded Sunset, causing her to blink.

“But that’s not the—” she tried to protest, but Eclipse cut her off.

“It is exactly the same, considering how you gained it was no less powerful and all-consuming than this! And therein lies my point. Acquiring it did not mean you were overcome by it and endlessly rutted everything before you, though I can well imagine you wanted to when you first received it. But did it last? Did becoming a full ‘futa’, as humans call it, mean that you were consumed by the presence of your new phallus and the urge to rut?” Eclipse asked pointedly.

“Or as the days and weeks passed, were you able to accept and control your urges, only indulging them at opportune times?” she further challenged, and this time, Sunset couldn’t immediately come up with a retort. “Don’t bother denying it, given you already admitted the answer. And it will ultimately be no different for us as the initial overwhelming urges of our evolved forms pass, allowing our minds and bodies to reach a new equilibrium with our desires.”

For the first time, Sunset felt herself given pause. The curse-corrupted Twilight’s words rang at least somewhat true, but with it came a sharp reminder that not only was there no guarantee that the curse urges would ever ebb, but that she had come dangerously close to fully surrendering to her own before. Not so much to the equine phallus she had acquired at the Friendship Games, but to Midnight Sparkle herself, who had attempted to establish an erotic empire whose insanity and scope exceeded even this one.

And at the time, she wasn’t even interested in ruling it; just creating it and then throwing races together to see what would happen!

Eclipse smiled as for the first time, she saw Sunset hesitate. “You know I’m right, Sunset Shimmer. And you also know that as the former Princess of Friendship and new Queen of Equestria, I can make this work. So why not aid me? As you already have experience with this level of desire, you could help us establish our improved society and deal with any of the issues that may arise.

“And thus, I make you this offer: surrender yourself to me and accept your evolution. Realize your full sensual potential…” Her voice dropped to a whisper as she intensified her mating aura further, making Sunset’s fur fiercely tingle and her marehood involuntarily wink. Anticipating its touch, her tail swished aside for a moment as she sensed the approach of Twilight’s aura to her sensitive surfaces, and worse, she found herself welcoming it.

Her will faltered for a moment, finding temptation trying to take hold of her. But swiftly reasserting her will, she closed her eyes and shook her head hard to remind herself sharply of why she couldn’t give in, finding solace and strength in the remembered faces of her friends back home.

Friends who were counting on her.

Friends who needed to be saved by her, and who only awaited the opportunity to assist her.

It’s been over ten minutes, Delta… where the hell ARE you? she wondered again, noticing Nightmarity suddenly cock her head to the side. “I’m sorry, but I can’t, even if I wanted to. Never mind the inevitable societal collapse this would cause and the fact that what ultimately makes sex special is its rarity—please pardon the term, Nightmarity—but you of all ponies should remember who I once was, Twilight,” she recalled somewhat painfully.

“And what about it?” Eclipse asked dismissively.

“What about it? Don’t you see? If I allow this curse to strip me of all inhibitions, then there’s a chance I could become that ugly, power-hungry she-demon again! If Celestia succumbed to her inner darkness, then I could, too. Believe me when I say that you do not want the old me as an enemy. And definitely not wielding the powers I do now.”

“I’ll take my chances.” Eclipse grinned, showing her teeth again. “Your words ring false, given you already admitted to me during a visit to Earth how much you enjoyed what happened at the Friendship Games—so you do like the idea of freely having sex and indeed participated in it!”

“Yeah. As a fantasy or a very rare indulgence, not an all-consuming reality! What happened at the Friendship Games was only under severe magical compulsion, and it was a one-time thing!” Sunset said vehemently.

“Believe what you wish, if it makes you feel better. I’m sure you wouldn’t mind doing that all over again if you got the chance, but whatever the answer, your true desires will be revealed soon enough. And you’ll forgive me for doubting that you would be much of a challenge if even Starlight Glimmer or The Nightmare weren’t,” Eclipse answered in some amusement.

“Your overconfidence may be your downfall, Queenie,” Sunset warned with a smirk.

“And yours as well, ‘Sunny’. When I first met you on Earth, I didn’t have my alicorn aura available in human form without the Elements of Harmony activating. That isn’t the case here, and you now face my full strength, which dwarfs even the most potent of unicorn power.”

“And I didn’t have the arsenal of arcane spells and forbidden magic I’d learned behind Celly’s back during my time as her student,” Sunset replied instantly, motioning up with her eyes to her horn. “You underestimate my power, Twilight, which could be a fatal mistake. Even as only a unicorn, I’m not even remotely a pushover, and if the curse boosts my magic further? Then I could potentially challenge you.”

“Which only motivates me to convert you more, if you would give me a good match,” Twilight instantly rejoined with a hopeful grin, then glanced over at Rarity again, who gave a slight nod and motioned across the room with her eyes.

“For what use is power if there’s nopony to test it? But as fun as this conversation has been, it’s time to end it. I’m perfectly aware you’re stalling for the arrival of your friends, Sunset Shimmer. As it happens, so was I, because I wanted to catch them! But now that they’re here, their capture is assured and the failure of your easily-discerned plan is complete. So if you will do the honors, my lovely and generous Nightmarity…?”

“That would be my greatest pleasure, darling.” The corrupted Fashionista’s alicorn-length horn glowed as she zapped a point in the air with intense violent energy that caused a sudden crackling like breaking glass, followed by the area imploding into a swirling vortex that began violently sucking the air out of the chamber.

The area in front of it shimmered to reveal the forms of the human Twilight and Delta Requiem. They were struggling desperately on the strength of Sci-Twi’s faltering magic to not be sucked into what Sunset instantly recognized as a netherworld vortex, and worse, the vacuum effect prevented Delta from casting a defensive spell, unable as she was to draw breath to sing it.

“No!” Sunset shouted as she started to ready a rift dispersion counterspell—knowing that the thousand-year banishment of Nightmare Moon would be up by the time she was an adult and planned to be ruling Equestria, she had studied Steedgyptian magic to learn what dark powers her likely adversary would wield and how to defeat them—only to find it blocked by Eclipse. She also prevented Sunset from aiding them as the Nightmare’s former host swiftly ensnared them with her power, wrapping Delta’s throat and mouth with a blue-glowing bind that kept her from speaking, silencing her spellsinging.

An equally shocked Sci-Twi was restrained far more conventionally by snaring her limbs with a series of magical tendrils. Nightmarity blocked her speech and spellcasting with a hex around the base of her horn, causing the siphon the human Twilight had been levitating and ready to apply to her corrupted counterpart to fall in a clatter to the ground.

Their capture complete, Nightmarity sealed off the vortex and lowered them to the floor. “It is done, darling.”

“So I see, my good friend and most amorous of advisors! You have clearly already assimilated The Nightmare’s memories and magic well to use them so effectively. Though as for you, my lesser half, it disgusts me to see you wearing the garb of Phoenix Wright.” She plucked the siphon Twilight had intended to use on her off the ground and then crushed it in her grasp, somehow bypassing its magic-absorbing abilities.

“For he is anything but worthy of being an attorney, or of us! I see you also wear a magically active pendant around your neck. To restrain your second self, I presume?” she suggested with a smirk, to which a mute and shaking Twilight could only nod once.

“I thought so. Perhaps I should destroy it as well to set her loose! For even though a goddess she most assuredly is not, her delusions of being a deity might be amusing to behold before I imprison her again,” she suggested easily, causing Sci-Twi to start trembling and pleadingly shake her head as her worn pendant was moved fractionally up from her chest.

Seeing her fear, Eclipse let it fall back into her costume with a smirk. “But I will not indulge in that potential pleasure now, and I have no intention of sullying myself by converting you. I will leave that to any of my subjects who wish it. Just know, so-called Midnight Sparkle, that there is only one Monarch of Magic, and it is most assuredly not you!”

Sci-Twi felt a dark and roiling anger building within her, only to just as abruptly ebb and be replaced by what she felt to be a sullen sense of biding time. But she didn’t know what Midnight could be waiting for and couldn’t consider it as the corrupted Twilight turned to Delta Requiem next.

“And as for you, Lady Requiem, as fun as it might be to see you subjugated by several of my new soldiers at once, I will tease you but otherwise preserve you, because I can think of another pony who might wish to claim you for herself,” she said casually, toying with the older mare by using creeping lines of flames to consume her cape and clasp.

She did so by casting an incineration charm that didn’t burn Delta but seemed to set the flesh beneath alive with pleasure as she was slowly stripped, causing the defenseless bard to shiver. Grinning at the reaction, Eclipse then increased the tease by drawing a tendril of aura charged with enhancement and sensitivity spells down the other mare’s body to brush each of her instantly erect teats in turn, causing them to plump into larger melon-sized mounds as it passed.

“I learned some time ago that you and Juniper Neptune were lovers before her ascension to High Priestess, and I sense that some part of you still desires her to this day. As such, I’m sure that once fully evolved, she will be more than happy to do the job and impart you her Highborne attributes, including that impressive never-flaccid phallus of hers,” she suggested idly, causing Delta’s eyes to go wide and her cheeks to flush.

“Ah, so you do like that idea. Perhaps I will even offer you to her as an enticement to join us of her own accord?” she said with a wink as her tendril of aura briefly flicked over Delta’s clit and was then drawn upwards across the cleft of the Bard’s marehood lips, to which Lady Requiem flushed harder and shivered, fighting the urge to push back into the contact and almost painfully pleasurable magic.

“Then again, for as much as you seem to enjoy this, perhaps I have it backwards. For as badly as you clearly want her, maybe you should be the one to surrender to me, and then once ascended, your power will be able to overcome hers!” Eclipse then slyly suggested, punctuating her words by giving the other sorely aroused mare one final and nearly fatal tease by inserting the tip of her aura into the now-loosening anal opening directly beneath her tail.

No sound escaped her with Nightmarity’s binds in place, but for a single terrifying moment, Sunset thought that Delta Requiem would indeed surrender when her gaze glazed and tail involuntarily rose, flagging itself aside in invitation to further intrusion.

But then her eyes, which had been partially closed in seeming fantasy, snapped open. She shook her head hard and clamped her tail back down, using one of her preexisting wards to eject the corrupted Twilight’s aura from her body and deliver at least a weak magical feedback shock to her.

Eclipse looked stung, but only momentarily as she withdrew her aura. “And for a second, I actually thought I had you, Delta. But no matter—I can tell that you’re weakened and you’ll give in with just a little more effort on my part. Breaking you down should be very fun, but unfortunately, I don’t have the time to give you the attention you deserve just yet.” She then turned back to Sunset, who was watching her warily.

“Well. That takes care of your friends, and your ill-thought plan to drain me of my power, Sunset Shimmer. For the record, it was easy enough to guess who was involved in your plot, given I sensed two portal passages and the only one who understood magic enough to be useful against me was my lesser self,” she explained easily.

“As The Nightmare had already detected the presence of Delta Requiem, I knew she was here and that she was the logical choice to try to infiltrate the castle. I further suspected that you were going to use her to get ‘Sci-Twi’ here close enough to drain me with those accursed siphons while you teleported the portal back in, hoping the human bearers could cleanse us through it…?” she suggested with a smug look, causing Sunset’s jaw to clench.

Eclipse grinned triumphantly. “I thought as much. In truth, I was considering just letting you do it so I could get the portal back, but why risk it? You’ll give up its location quite willingly once you’re converted, after all.”

“If I’m ‘converted’, you lose it forever,” a now-worried Sunset quickly countered, her mind racing as she struggled to come up with a new strategy. “If there was one thing I was good at before, it was making plans, and I didn’t come in here without contingencies. If you infect me, you lose the portal. I made sure that only my unaltered unicorn magic can activate its retrieval spell, not a curse-corrupted one. The instant my aura is altered, it gets sent to someplace you can never enter. And at least Earth is safe.”

She smiled when she saw Eclipse given at least momentary pause, ordering her approaching soldiers to stop. “So you used an imprint incantation, most likely of Neighponese origin? Interesting. The best of those are almost impossible to crack and very difficult to master, but I have no doubt you did so. With individual unicorn auras as unique as human fingerprints, there is no way for anypony to precisely mimic them.”

“Exactly,” Sunset said triumphantly. “So it would seem we’re at an impasse, Queenie.”

“I wouldn’t say that.” Eclipse’s grin returned. “I could think of several ways around your trap, including a simple search. I know the strength of your aura and thus, how far you could conceivably teleport something of the portal’s size and mass. I also know what ley lines lead from here, which are the most likely directions you sent it,” she mused as Sunset’s expression started to drop.

“That means there is only a finite area in which it could be, and with my entire army working together? I’m sure we could find it within a week, particularly given its distinct magical signature that thestrals like myself are now far more readily able to detect. But in truth, none of that is necessary.” She started circling Sunset again.

“Oh? And why not?” Just keep her talking… need to buy time to think of something else!

“Simple. Why should I bother with all that when I can still just use your own retrieval spell? Maybe a pony can’t mimic your aura exactly, but I’m certain that a converted and power-boosted Changeling could. So I’ll be moving up my operations against Queen Chrysalis, and given Nightmarity already knows their location and can open a portal directly into their hive, we’ll have them converted in under an hour,” she announced to cheers and eager grins from the soldiers of her new army, whose varied phalluses started throbbing and drooling in eager anticipation.

“Though I must preserve you for now to keep your aura unaltered, your friends will be joining the effort, Sunset Shimmer. I look forward to seeing them in action, fighting and rutting at our side.”

Crap. She’s right! Sunset realized with a sudden trickle of sweat. Dammit… I didn’t even consider that the Changelings could be used against me! “I see…” She turned downcast and set her jaw. Guess this is it, then, and there’s only one way to keep Earth safe…

“Then I’m sorry, Twilight—you leave me no choice.” She cast her failsafe spell to pull the portal to a sealed Steedgyptian tomb, only for the magic to rebound hard off the walls of the castle and never leave the map room; the feedback shock causing her to cry out and sending her to her knees.

“Nor do you, my beautiful and magically adept friend. Unfortunately, I already made sure wards were in place that mean you can neither teleport away from here nor broadcast any spells.” she said smugly, her smile turning gleeful. “It’s over, Sunset Shimmer! You lose, but you really shouldn’t see this as a defeat. For it will result in you gaining more power than you could ever know!”

Her horn ignited again, and this time Sunset sensed from the imminent spellcasting that Eclipse’s intention was to restrain her enough to allow her to be put into a stasis spell, preserving her uncorrupted form long enough to allow a Changeling to meet and mimic her. And after that...?

Then her sexual subjugation would unfold, followed quickly by her conversion to a corrupted version of herself. And though more than slightly tempted to find out what that would be, Sunset was too strong-willed to allow it.

“It’s not… over… yet!” Suppressing a moment of panic, the former student of Princess Celestia cast a powerful protection spell that encased her in a shimmering bubble barely more than two body lengths wide, causing Twilight to instantly retract her threatened spell when it recoiled from the magical boundary.

“Impressive. That’s the Aegis of Athena shield incantation,” Eclipse instantly recognized, though she never lost her smirk. “How apt, given your current dress. There aren’t many places you can learn that from nowadays, short of visiting the half-excavated volcanic ruins of Ponypei in Ancient Roam. Though a potent protective spell, it’s an exercise in futility and nothing more than an attempt to buy time,” she said with a knowing nod.

“I admit it’s impervious to penetration unless I want to deploy a magical megaspell against it, but that’s unnecessary given it also possesses two critical flaws. First, it only lasts so long as the caster can sustain it, and second, it’s so solid that it doesn’t even let air in or out,” she recited.

“Even at your power level, I give it about five minutes before your magic is spent and it fails. Or less than that if you finally pass out from lack of oxygen. And once you do… game over, Sunset Shimmer! When that shield falls, you are mine! Mind, body, and soul.” She stretched out her hindquarters to show off her organ, which had started oozing in anticipation.

“Sorry again, Twilight. But been there, done that,” Sunset said in a slightly distant and echoing voice like she was calling up from the bottom of a ravine. Even as she worked up some attitude and an accompanying smirk, Sunset felt her stiff and throbbing stallionhood twitch in desire for a moment, suddenly and quite vividly fantasizing about her marehood or tail filled to the brim with Eclipse’s phallic flesh.

But she suppressed the urge to surrender just as strongly as she had at the Friendship Games while she considered her options, finding only one. And even that one was so desperate with the odds of success so far against it that she would likely be sacrificing herself for nothing.

“You have not done me. You stand alone, Sunset Shimmer. I now know your plan from reading the memory of my lesser self, which I grant could have worked—though I sincerely doubt that the Harmonic Resonance needed to create such a powerful counterspell could be generated by the students of CHS alone,” she mused.

“Regardless, the opportunity to use such a plan has passed, so be assured there is no human cavalry coming. Your cause is lost, so I again offer you the chance to surrender and give up the location of the portal. If for no other reason than for you to gain the power to challenge me properly?” she suggested slyly. “From what you say, perhaps your ascended form could take me. So why not chance it?”

“You know perfectly well why not,” Sunset said, her mind still scrambling for an answer, feeling the slow but steady drain on her power that the shield offered. My kingdom for an infinite supply of ether potions and oxygen bottles! Could really use a save point, too… she managed a weak joke.

“Come now, Sunset Shimmer! Or rather, you can come now or come later! As I am far better at reading individual desires in my evolved form, I know you’re still attracted to pure power, and that is what I can offer you! Imagine your magic boosted tenfold. Imagine even being able to do this!” She ignited her coat and mane in a display of elemental fire.

Despite her failed plan and the danger she was in, Sunset smiled. “Not impressed, Queenie. I would have thought my cutie mark and coat colors were a dead giveaway, but…” She tapped her own internal fire and ignited her fur and mane just as Twilight had, incinerating her costume. It left them as two pillars of elemental flame facing off in the room, to winces from the Timberwolves and awestruck expressions of the dragon ponies and Spike, who licked their lips and began stroking their enormous organs to the sight.

Sunset at least had the satisfaction of seeing Twilight startled. “Surprised, Queenie? You shouldn’t be. Why do you think Celly wanted me as her student? She recognized my great power and hoped to teach me to control it. I’m sorry to say I wasn’t interested and only used her to gain more strength.” Her point made, she extinguished her flames to keep it from consuming all the oxygen in the bubble. And sorry about the costume, Rarity…

“An impressive display of strength, Sunset Shimmer. Your elemental fire is almost as powerful as mine was as a unicorn. But even though it may boost your power temporarily, it won’t be anywhere near enough to defeat me.”

“You’re right. It won’t. And that’s the reason I didn’t use it, because I knew it from the start.” Sunset closed her eyes as she reviewed her options for a second time, only to again come to the conclusion that she only had one left that might even begin to give her a fighting chance in battle against Eclipse.

And even that was a longshot; an attempt at a special form of alicorn ascension she had failed badly once before. Even if in the incredibly unlikely event I pull it off, I might not be able to sustain it for very long. So if I can’t put Eclipse down quickly with it… She shook her head at the certainty that it might end up being only another stall for time, in which case her sole hope was that she could break Delta and Sci-Twi free long enough for either to conjure a miracle.

A miracle… she repeated to herself, then had to stifle a not-entirely fearful shiver at the idea that suddenly occurred to her. You know, we might not have an angel available to take on Queen Eclipse, but we DO have a devil. But that’s an absolute last resort, and only if I can’t take Twilight down myself!

It took but seconds for her to decide on her course of action, even though she knew how completely desperate and dangerous it was. Well, if it doesn’t work, then at least I go out in a literal blaze of glory! “Hey. Delta?” Sunset called over to the magically bound and silenced Bard of the Royal Court.

Unable to speak, the older mare looked up at her, her cheeks still flushed but her eyes dull and defeated. “Listen to me carefully. Do you remember all those years ago in the Everfree when I tried that spell? You know the one. You not only had to save me from it, but after it nearly killed me, you blocked my memory of it to make sure I’d never attempt it again.”

All Delta could do was nod as the human Twilight cowered and shivered, her eyes glistening as she awaited her now-certain corruption to come. Starlight Glimmer was also watching but looked even more resigned, knowing that once Sunset’s shield failed, she would fall and then they were all as good as converted.

“Well. Desperate times call for desperate measures. If we succumb to the curse, that’s it for everything. I can’t take Twilight as I am and this shield is only going to last another couple minutes. I’ve got no other options, so I’m casting it here and now.”

The muted bard’s eyes went wide as she understood Sunset’s intentions, shaking her head violently in a silent plea as Eclipse frowned and Sci-Twi looked both afraid and confused.

“I know, Delta. But at this point, it’s the only chance we have. I couldn’t do it back then; not with my teenage level of power and lack of personal discipline. And definitely not in the middle of the Everfree, where the wild magic of the woods made it even more overwhelming and uncontrollable. But now, as an adult with a mature mindset and aura who’s a lot more aware of her limits and in control of her emotions…”

Eclipse glanced back and forth between them in confusion. Finding that Sci-Twi had no knowledge of what was being discussed, Sunset grinned when she recognized her former friend trying but failing to penetrate Delta’s mental defenses instead; her probes deflected by the Royal Bard’s earlier-cast spellsongs that she couldn’t immediately overcome. “And just what is this about? What are you talking about, Sunset Shimmer? And why would you risk telling Delta Requiem in my presence?”

“Because she deserves to know what I’m about to try, and even if you knew it, you wouldn’t be able to stop it. I’m talking about how I’m going to beat you, filly.” Sunset raised her right hoof to her head inside her Aegis shield bubble, hoping she wasn’t already lightheaded enough to lose the intense focus and sheer strength of will that she would need.

“I’m truly sorry, Delta. And not just for this, but for everything I did and put you through growing up. I guess you won’t be able to save me from it this time, but hopefully you won’t have to. I promise that I’ll do my best not to die.”

“Die?” An uncertain Eclipse asked as Sunset touched her forehead, causing her eyes to glow bright as she used her memory recovery powers on herself, digging out the deeply buried knowledge to which Delta had applied her strongest wards.

Even with the potent geode-granted abilities she had gained at Camp Everfree, it took considerable effort and more than a little pain to dig out the spellsinger-sealed memories. But she persevered, and within seconds, she had completely recovered the arcane and very complex incantation her fourteen-year-old self had once spent over a year researching, piecing the myriad individual spells it required together from old libraries and ancient texts she had found the world over.

Sunset smiled as Delta slumped, seemingly unable to watch; she could well imagine that the middle-aged mare was uttering a prayer. Nice to know that after everything I put her through, she actually CARES for me!

“It’s done. Okay, Queenie. You want a fight? A duel for the ages?” She raised her head, her blueish-green eyes starting to glitter. “I’ll not only give you one, but I’ll risk everything to take you down.”

Finally, it was Eclipse given pause by not just the offer, but the odd and dangerous gleam she saw in Sunset’s eyes, which some still-sane part of her could last recall had been on her face when she’d been about to attain her she-demon ascension.

“Since I can’t read your mind or Delta Requiem’s, I don’t know what you’re talking about, Sunset Shimmer. But I don’t want it to kill you, so whatever insanity you’re planning in an ill-considered attempt to stop me, don’t. Because it can’t overcome me, but without knowing its nature, I might not be able to save you from it, either!”

But Sunset only smiled, feeling her heart start to race as she mentally readied herself. “Then maybe that’s the difference between us, Queen Eclipse. In your corrupted form, you’ve forgotten the purpose of friendship and the power of sacrifice—purpose and power you taught to me! Forgotten what the love for your friends can enable you to do in their defense. Congratulations on figuring out and thwarting our primary plan. So now it’s time for the backup.”

The remark earned a confused look from Sci-Twi and a sneer from Eclipse. “You’re bluffing,” the former Princess pronounced with certainty. “I can’t currently penetrate your mental defenses or those of Delta Requiem, Sunset Shimmer, but I’ve already scanned my lesser self’s memories. She doesn’t know what you mean either, which is how I know you don’t have a backup plan!”

“Not one that she knew of. Or even I did, at the time,” Sunset corrected with a lazy grin, beginning the ancient rite by casting a series of preparatory spells, whose arcane energies started swirling around her as a series of runic forms appeared in a circle on the floor beneath her. “You see, Queenie, I was once a wannabe supervillain like you who plotted the takeover of the Celestial throne, so I formed all sorts of plans to gain enough power to take Celly down. This was one of my more spectacular flameouts, but at least I know that it can work.”

“That what can work?” Eclipse demanded to know, looking frustrated that she couldn’t immediately stop Sunset through her shield spell.

“You’ll see shortly. Now if you’ll excuse me, Queenie, it’s time to take out the better part of your army with an ancient ascension rite only two ponies have ever survived performing. And once I do that, I’ll be ready to challenge you directly…” she announced as an orb of golden energy that differed in color from her usual aura suddenly formed around her horn. It swiftly began to envelop her, growing so large that it exceeded the size of her Aegis shield and dispersed it on contact.

Eclipse was startled by the sudden display, doubly so when her own attempt to disperse the unknown spellwork was not so much deflected as shattered, broken into shards of aura that then bounced around the room to be absorbed by the enchanted castle’s walls, floor and ceiling. “Don’t interfere!” Sunset warned her. “The spell won’t let you! And if you do find a way to disrupt it, it’ll kill me!”

Sunset’s eyes began to glow as her mane ignited again and this time, the fire of her form intensified, causing grimaces from the corrupted ponies. An uncomfortably hot wind began to blow around her, gusting fitfully and causing nearby corrupted creatures to start backing away; even Pinkie and her sisters looked suddenly concerned, edging towards alcoves they could use to make a quick getaway.

“Holy—want me to get a cloud to douse her?” Sunset could just hear the dark-feathered Rainbow Dash suggesting over the rising wind around her.

“No!” Eclipse exclaimed to her relief, still looking uncertain and even afraid of what was happening but also mesmerized by the magical display. “Whatever she’s doing, we can’t! That’s arcane magic of unknown effect! Until I understand its nature, she’s right! We dare not interfere…”

“You’re not wrong…” Sunset said through strained breath, struggling past the growing pain—it felt like every cell in her body was in danger of incinerating despite her elemental affinity for fire. Feeling the burning sensation build further, she suddenly recalled the agony of her earlier near-death experience of casting it as a teenager, when it got so bad she thought she had killed herself.

But this time, either because she was out of the Everfree or had a far more mature aura and patient personality to work with, she was able to regulate the energy flow, feeling her body start to stretch and swell. Even her acquired futa stallionhood was growing, approaching Celestia’s impressive stature as it began to emit globs of steaming spunk, which fell like droplets of lava onto the floor below.

Still, it was torture to undergo and her teeth gritted as she struggled to maintain the spell despite the severe pain. But she endured its agony by keeping thoughts of the friends and adopted world she loved at the forefront, knowing she was acting in their defense.

She glanced over at Delta to see she was watching in mingled fear and hope as Sunset passed the point that she’d lost control of the enormously powerful incantation previously, leaving her and Sci-Twi sensing its magic still building to its crescendo. But then she hit an internal barrier she couldn’t surmount—at least, not on the strength of her own aura.

And that’s okay! Because the entire purpose of this ascension spell is to… Struggling to keep it from slipping from her, or worse, flaring out of control to overwhelm her overtaxed aura’s ability to contain it followed by immolating her entire body in excruciating flames, she reached out with her newly boosted power towards every other fire-based creature in the room, of which there were scores.

The slitted eyes of the dragon ponies and even Spike himself went wide as they felt their flames dragged right out of their throats. It was all pulled to her to power the spell up further, quickly draining them of strength while giving Sunset everything she needed to complete the incantation and fully assimilate its effects. Multicolored gouts of dragonfire converged on her to be quickly absorbed into her trembling body, intensifying the glow of her aura as the dragons exhausted their internal reserves and collapsed to the ground hard, suffering from what was for them a form of magical withdrawal.

And it wasn’t just them, either. Kirin tail tassels were extinguished and Phoenix wings fell dark as she used her new power to absorb their myriad forms of elemental aura, adding them as fuel to her own inner fires. Gaining all the magic and heat she needed from the curse-corrupted ponies—to her relief, the imported flames did not carry the curse—she sensed they had provided her the final boost she needed to push the spell over the top.

Her heart racing and soul beginning to sing in pure joy as she realized she was accomplishing the impossible, she fully internalized their power despite the nearly-unbearable agony of it and ignited her newly imparted internal furnace, enabling her to generate a fiercely powerful fire-based aura and wings of flame not unlike the ones she wore when she ascended to the goddess form of Daydream Shimmer.

As the rapidly retreating corrupted ponies watched, her glowing body grew to Nightmare Moon size as her futahood nearly doubled in length to hang almost all the way to the ground. She even felt herself acquiring a pair of impressive balls dangling beneath her marehood, perhaps from the curse magic that had already seeped into her.

But now able to easily mitigate its influence, she didn’t care as the pain slowly turned into something approaching orgasmic pleasure, leaving her phallus throbbing hard and Sunset herself feeling ready to climax on the spot. But not about to let the curse potentially claim her, she held it back as the fierce flames of her mane and coat turned from orange and red to brilliant gold as her cutie mark glowed blindingly bright, taking on an extra color of fire in reflection of her surging elemental power.

And then, it was done.

The ancient ascension rite completed, the arcane wards that had guarded it from disruption melted away to reveal her transformed body, which no longer needed its protection. Her lingering pain finally receding along with her threatened rapture as her infused body adapted to her altered state, she flapped her newly gained wings of pure fire, sending blasts of magmatic heat over the entire room.

Her incipient inferno caused the Timberponies to whimper and withdraw further as if from the flames of a gale-fed forest-consuming firestorm; some even dove and melted into the nearest wood to escape what they feared was certain incineration while Annie Smith erected some kind of leafy shield around herself, Timbermac and Timberjack, which steamed with radiant heat.

Off to the side, a slightly frantic Nightmarity cast a powerful shield spell over herself, Discord and Flutterbat. She quickly yanked Delta, Starlight, and Sci-Twi under her protective bubble as well; looking like she was considering not just shielding but teleporting them all away as she watched agape.

The only creatures who didn’t immediately retreat from her presence were the Cyberponies, but even they could only tolerate the intense heat her body was radiating to a point. Obeying an order from Cyber Belle, they darted in just long enough to pull the drained dragons away, knowing they were in a vulnerable state.

But Sunset was only barely aware of it as she looked down at herself in amazement and delight. “I did it! By Celly’s Sun, I did it! Look at me, Delta! I really fucking did it!” She couldn’t resist using the human curse as Delta Requiem fell to her knees and teared up to see it from inside Nightmarity’s shield, who reinforced her protective wards further. She searched The Nightmare’s memory for any knowledge she had of the megaspell used and how to defeat it, only to come up empty; Sunset could sense her casting a telepathy spell to let Eclipse know.

“Wow, Sunset…” The human Twilight finally broke free of her weakened bonds enough to speak again, given Nightmarity was too intent on maintaining her protection spell to keep her secured. She stared up in awe, sensing that even Midnight was amazed at the feat—her rapidly rising stallionhood was evidence enough of that! —and very pleased to see the object of her affection ascend anew, but this time take an entirely different goddess form, rising like a Phoenix to put her corrupted pony counterpart in her place. “Did you just go Super Saiyan…?” she had to ask despite her erection, seeing her friend’s bright gold flames to go with the greenish glow of her eyes.

“Ha! Funny you should ask. I guess that in a manner of speaking, I have. And how ironic that one of my teenage plans to gain ultimate power finally comes to fruition when I no longer seek it! For I am now the ultimate embodiment of fire itself, wielding elemental power far beyond any unicorn! Power that makes me the equal of any alicorn and even able to go horn to horn with Celestia herself!”

“But how?” Sci-Twi had to ask, and she sensed Midnight desperately wanted to know the answer to that question as well. “My God, Sunset, you scared me half to death when you burst into flame! And now you’re the ultimate embodiment of fire? For all my magical research, I didn’t even know that was possible!”

“Thanks, Sci-Twi. Good to see from your boner that Middie approves as well! Sorry if this scared you, and please don’t tell Rarity that I swore! So, what do you think, Queen Eclipse?” Sunset turned back to the former Princess while speaking in a thundering voice. She suddenly felt very much like a goddess again, if an entirely different form of it than before, with all types of fire at her beck and call from simple candle flames to the internal furnace of the sun itself. But Eclipse didn’t reply, still staring at her openmouthed.

“Speechless? That’s so unlike you, Princess. But since you have taken a new title, so have I! For the record, my name is now Solar Inferno! I stand before you as the Pharaoh of Fire, courtesy of the long-forgotten alicorn ascension rite—”

“Γόνος της φωτιάς του ήλιου!”Twilight finally recognized as her agape jaw slowly shut and she settled into a delighted smile. Her thestral eyes glowed bright with reflected flames, glittering with both astonishment and eager anticipation.

“You successfully performed the mythical 'Scion of the Sunfire' ascension rite that dates back to the founding of Ancient Graze! It was so dangerous to use that its various incantations were separated and scattered across all Tellus after too many ponies died trying to cast it! Said to be impossible to pull off except for those worthy of receiving the power of the sun itself!” she recited in great glee as she stepped closer despite the intense heat around her, her armor beginning to glow.

“Right in one, Queen Eclipse,” a beaming Solar Inferno confirmed, still feeling immensely proud of herself as she reveled in not just the power it imparted, but the incredible feeling of accomplishment it gave her. “For the record, I tried it once as a teen before coming to Earth and failed badly, probably because I wasn’t worthy. In fact, the only reason I’m still alive after it killed countless others is that Delta was there to save me from myself. But now…?”

She flared her flames brighter, intense enough that even the Cyberponies had to retreat further from her presence; their internal fans and other cooling mechanisms suddenly insufficient. Acting as one through their network connections, they combined their magic to produce a powerful shield spell around the pair to contain the threatened conflagration and protect not just the fire-vulnerable Timberponies, but the drained and unconscious dragons, risking their internal systems overheating to pull and levitate them away.

“I guess this proves once and for all that I’m not the same pony I once was. For if this power can only be granted to the worthy? Then to borrow a human phrase, I just lifted Thor’s hammer!” she formed a fiery construct of one with her power as emphasis, then brought it down on the stone floor, causing the ground to shake and the enchanted rock to melt almost instantly beneath it, quickly forming a spreading pool of magma.

“By Celestia’s sacred sun itself, you certainly did…” Eclipse sounded outright giddy to Sunset, who noted her friend’s phallus throbbing hard at the sight of her ascended form. “But even this is just a distraction. So tell me, Solar Inferno—why should I fight you when I already have your friends? I could just order you to surrender if you wish to keep them uncorrupted,” she mused, causing Sci-Twi and Delta to glance at each other nervously.

“No sale. You’d corrupt them anyway and turn them on me,” Solar Inferno pointed out with a smirk. “Sorry, Twilight, but I won’t let you.”

“I’m sure you’d make it very difficult, true enough. But as I control the means of Celestia’s imprisonment, I could turn it on you as well. Or alternately, I could instead drain the Solar Princess of her aura so I can add it to my own! Not even you could stand against her power combined with mine!” she suggested almost idly even as her eyes remained fixed on the former Sunset’s fiery form, all but devouring it.

“How surprisingly sensible, Twilight. And how completely unlike you,” the newly christened Solar Inferno said as she descended to ground, her grin growing.

“I wouldn’t advise trying to imprison me like Celly, because I have some idea how you did it and might be able to turn it against you. But since I’m not completely certain, I’d rather not take the chance. And as for adding Celly’s power to your own, you could, but you don’t want to. Because in the end, you’re just like me. You don’t want power so much as a real challenge, which by your own admission, you haven’t yet received,” she recited with certainty as she presented her ascended form to Twilight, taking pains to show off her massive new apples and alicorn-sized erection for further enticement.

“I can see in your eyes that you want to test yourself against my ascended form. You want to pit your fire and magic against mine! You want to see what I can do, and what spells I can wield. Well, I promise you, filly—accept my challenge and fight me as you are with no strings attached, and I swear before our Princesses and Principals that I’ll give you a duel for the ages!”

Twilight’s giddy grin turned almost maniacal the more Solar Inferno spoke. “Oh, do you know me well, Sunset Shimmer. So be it! In that form, you can indeed match my alicorn power, and it is also clear that your arcane knowledge might even exceed my own! I can’t wait to see what other spells you know that I can add to my arsenal, and that alone means I can’t pass up this opportunity!” she decided as her scared subjects looked on from a safe distance behind Cyberpony spellcasting, several of which had also deployed various forms of human firearms and even a few Gatling guns from their backs.

They leveled them at Solar Inferno despite calculating that even enchanted bullets would be ineffective against her powerful form and flame, only standing down after receiving a direct order to do so from Cyber Belle, who they obeyed as their progenitor. But Eclipse didn’t notice, her gaze never leaving her friend’s fiery form.

“But since we’re using references to human shows, let’s see if I can come up with one of my own! I don’t particularly like Dragonball, since I find the plot far too plodding, the animation inconsistent and the characters grotesquely unbalanced,” Eclipse grinned as her own arcane energies began to swirl around her.

“No? Too bad. Because I figured you’d try to surpass me by going for Super Saiyan Blue.” The ascended Sunset found herself amazed that she could joke and banter so casually despite her surging power, realizing that the old her would have done nothing but mock and intimidate as she systematically took over Equestria on her way to challenging Celestia.

“Hardly. I have a far better-written and much more interesting animated series in mind! So by all means, let us duel for dominance! Let us determine who is the true mistress of magic and master of fire! But blue is actually a good idea. And since you probably think I’m the insane one, let me take on the proper persona…”

She transformed her attire to a stylized black robe with red trim, followed by intensifying her own internal flames enough to turn them from orange to blue. Once her change of appearance was completed to the shocked recognition of her new costume from the Cyberponies, she pointed a hoof at her ascended friend.

“Agni Kai!”

The former Sunset smiled broadly. “Nice Avatar reference. You’re on, ‘Azula’. I guess that makes me Zuko. But since there’s no way in Tartarus or the human Hell that this castle or even the entire town could contain this level of duel, care to step into the Everfree where we can have our little contest properly?”

“By all means…” Twilight granted quickly, the battle gleam and pure lust Sunset could see in her slitted pupils growing. “But let us be clear on the terms, so-called Solar Inferno! Your victory means I am vanquished, and you stop the spread of the curse. It then falls to you and your friends to ‘cure’ us—if you can.

“But if I win, I not only gain the knowledge of that spell, but you as a new Lieutenant and lover! And for further enticement, I will make you my lead general in the conversion of the other human Element Bearers and the coming conquest of Earth…”

38: Agni Kai

Author's Note

Here it is, folks. A battle I’ve been building towards for a long time, even if it’s just the undercard. Apologies for it coming a month late when I originally promised it would be out by the end of the year. :ajsleepy: It’s big enough to be a two-parter, but I’m not going to break it up because a) it’s a climactic battle, and b) I’d much rather this duel be contained in a single chapter.

It’s the duel itself that takes center stage here, but that’s not to say there’s no clop. So here’s your content advisory:

Chapter contains: A round of brief but intense tentacle sex as Sunset reveals a rather naughty technique she originally planned to use on Celestia, turning it on a corrupted Twilight instead. And far worse than that, the ascended Sunset monologuing like a supervillain when she does so.

This will be the last chapter until I get through more of Midnight Rising. The reason is that I need to at least finish the griffon chapters before returning to Nightmare Night, for reasons that will become apparent later. In the meantime, I hope you enjoy this epic battle of alicorn aura and wits, and appreciate all the effort and thought that went into it. It took a lot of time and no little amount of research to write, folks, for all the references you’re going to see in here! :coolphoto:

A great deal of thanks goes to prereaders AJ_Aficionado and Silverblade5 for this one, as they hit this chapter hard and in full, leaving me plenty of suggestions and witty comments to enjoy. Seriously, guys, that’s often what I enjoy the most of this entire writing process!

—Firesight

38: Agni Kai

Outside of Canterlot High, the tension in front of the statue mount that was once topped with the school’s Wondercolt mascot was palpable as the minutes ticked by and nothing happened.

It had only been an hour since Sunset had somehow spoken to them over a myPhone voice chat, but the students of both schools were getting increasingly antsy. And not helping was the fact that they were starting to get calls from their parents, who were asking where they were in occasionally quite vulgar terms before ordering them to come home.

Though the three Principals and Dean had done their best to assure nervous mothers and fathers that nothing was amiss—that their kids were under full supervision as they decided to “engage in an impromptu joint student musical project to build better bonds” between the two formerly hated rival high schools, several had threatened to come to CHS directly to get their children, and in at least one case, promised to sue if their sons and daughters were not returned home immediately.

“Dagnabbit…” Applejack said out loud as she shifted from one foot to the next, sick of standing and waiting to play her bass guitar while several students reluctantly departed after their parents ordered them home. “We can’t stay out here forever or we’re gonna lose everybody. How much longer y'all reckon we gotta wait?”

“Damned if I know,” a slightly bleary-eyed Rainbow muttered as she rubbed her hands together and sipped at an energy drink, earning a glare from Rarity for cursing. “But Sunset said to wait until the portal activates, then play. So that’s what we’re going to do, even if we’re the only band left out here.”

“You won’t be. As long as there’s a chance of saving Twilie, I’m staying!” Flash announced emphatically from the head of his band, earning sharp nods from his bandmates.

“And me! Though the only reason Trixie remains here is that Sunset requested it! Trixie has much better things to do than stand around with her band in the predawn chill waiting for a cue that may never come.” She harrumphed and stuck her nose in the air, in an action that was quickly copied by her three Illusions bandmates—Azura, Shadebloom and Shimmersage.

Applejack rolled her eyes, not understanding how the three girls could be so devoted to Trixie. But devoted they were to the point it almost seemed like they worshiped her as the goddess Midnight Sparkle still claimed to be.

That devotion had not gone unnoticed by the pony Trixie, who seemed to be speaking slightly nervously to Dean Sombra from where she sat on a bench; the thought crossed Applejack’s mind that she almost looked afraid of him even though it was impossible that she could know him. “Yeah, Ah know, Trixie, but it’s nearly sunrise at this point, and sooner or later we’re gonna need to sleep! The party’s been fun, but it’s pretty much over now, too.”

“She’s not wrong, darling,” Rarity agreed, still wearing her female Edgeworth costume, her head starting to bob occasionally as she fought off the urge to sleep. She stayed awake by sipping at some over-caffeinated black coffee that Dean Sombra had promised her was a “very dark magic mixture” he used for long nights at Everfree University, which she presumed—or at least sorely hoped—was a figure of speech.

“For as long as we’ve been up, my keytar is starting to become heavy and uncomfortable.” She generated a crystal stand to place it on, sighing with relief when she no longer had to hold it up.

“At least you guys have instruments to play. So just what the hell are we supposed to do except stand back and offer moral support?” Sunny Flare groused on behalf of most of the Crystal Prep students. As the Crystal Prep school band had their instruments with them for the football game, they were ready and waiting to play alongside their Canterlot High counterparts. But that still left the rest of them sitting on benches with nothing to do. The only exception was Lemon Zest, who was standing at the DJ table beside Vinyl Scratch to assist in the soundstage work and song selection.

“Oooo! I know! Grab some pom-poms and cheerlead!” Pinkie suggested from where she sat behind her drum set, playing a rimshot and earning a glare. “What? I think you’d all look great in cheerleader outfits!”

Her remark earned some stifled laughs from both student bodies. “Hard pass, Pinkie Pie. Futa horsecocks and short skirts don’t mix,” Indigo remarked, then rounded on some of the snickering Shadowbolt students. “And the first one of you who makes a joke gets decked!” She smacked her fist into her palm in warning, causing her male schoolmates to instantly fall silent.

“Now there’s a girl after mah own heart,” Applejack admitted with a smirk. “After you, of course, Rainbow. Still, reckon Ah can see why ya like her.”

“Thanks for understanding, girlfriend. But still, better not let Griffie Gilda hear that.” Rainbow smirked, recalling her encounter with her ex-girlfriend’s griffon doppelganger towards the end of the Friendship Games. “For as fun as she was, I kinda miss her, actually…”

“We all do!” Corner Kick called from behind her where he stood with the rest of the CHS soccer team, who had their own band called the Futball Fusiliers. “What I wouldn’t give to get my paws on her belly boobs again…”

“And I miss all my darling dragon paramours,” Rarity’s eyes got distant and for a moment, a bulge appeared at the front of her skirt. “Don’t you as well, Pinkie Pie? Ember and the rest of the drakinas did seem to have quite the affinity for you!”

But instead of answering eagerly, Pinkie blinked in confusion. “Huh? Dragons? Oh, uh… sure! Of course I do!” she said a little too quickly, then started whistling. “Come on, Sunset!”

Though Applejack thought something was off about Pinkie Pie’s reaction, she let it go with nothing more than an odd look. “Well, reckon Ah know where y'all are coming from. Sure wish I could see Fair Trade again, too. And remind him of that deal we struck!”

“Focus, girls…” Celestia walked up to them, still in her Halloween outfit. She was attired in the costume and done-up guitar of the legendary heavy metal rocker performer known simply as Daybreaker, who had vanished without a trace ten years earlier.

She passed out hot drinks along with her sister and Principal Cadence to keep the front lines manned, though in at least a couple instances, students had to briefly abandon their posts to take a trip to the bathroom after too much in the way of energy drinks. “I know it’s hard, but don’t get distracted. That portal may light up at any time.”

“Yeah, yer right. Thank ya kindly, Celly—er, Principal Celestia,” Applejack was tired enough to accidentally use the student nickname for their school head, earning a reproachful look. “Eh, sorry ‘bout that—been a long night. But reckon you and Lulu seem to be holding up okay?” She grimaced again at the second slip.

But this time, Celestia only smiled. “Let’s just say that this wouldn’t be the first late night we’ve had,” she said as she filled Applejack’s thermos with steaming hot cider before stepping in front of the music line briefly. “Listen up, all of you! I know you’re all tired, but you’ve got a job to do. Luna and I can’t help you with that directly, but don’t worry—we’ll do everything we can to smooth things over with your parents afterwards.”

“As you say, sister,” Vice-Principal Luna agreed. She and her older sister had their own costume theme given she was wearing the garb and guitar of Daybreaker’s greatest enemy, the equally famous heavy metal rocker known only as Nightmare Moon. “Worry not, students. We have your back.”

“Thanks, y’all.” Applejack offered, finding herself admiring the costumes their school heads wore. Wow. Have to say, the resemblance is uncanny—reckon Celly and Lulu could pass for the real thing!

She couldn’t help but chuckle at the thought of their own principals being a pair of heavy metal legends, whose story, like all music aficionados, she knew well. After nearly two decades of being bitter rivals who despised each other with a passion along with their rabid fanbases, the real Daybreaker and Nightmare Moon, whose true names were never known, had announced their reconciliation to the world.

They had then given a joint concert that had sold out a massive venue and been televised worldwide. Playing together for the first and only time, the pair brought the house down with a spectacular series of songs only to shock their audience by announcing their retirement at the end.

Holding hands, they then bowed low to the countless thousands of fans pleading for them to stay before disappearing in a brilliant flash of fire and burst of glittering blue smoke, never to be seen again. It was even said by those watching live that the two effects had formed a yin/yang symbol for an instant before dissipating, though the available video seemed inconclusive on the question.

Ain’t never seen Daybreaker and Nightmare Moon in person since they were more or less before mah time, but their albums still sell like hotcakes and the BoobTube videos of their concerts were amazing enough… Applejack granted as she sipped at her granny’s cider—and this time, it was unspiked. “Oh, and uh… just wanted to say, I really like yer rocker outfits, Principal Luna. Reckon y'all could have won the costume contest yourselves if you wanted.”

Luna glanced at her and grinned; for a moment Applejack almost thought there was a coy gleam in her eyes. “Thank you for saying so, Applejack, but as the contest was for the students and not the staff, it would be improper for us to win. And tell your Granny Smith that I may come by requesting a keg of this lovely brew later,” she changed the subject, then turned back to the rest of the students, addressing them alongside her sister.

“Stand fast and stand tall, students of CHS and Crystal Prep! Though we know not when we will be needed, we must remain ready to sing and play. For this is where we repay Equestria and Twilight Sparkle for all the aid they have rendered us over the past year, saving them as they once saved us…”

Though dawn was swiftly approaching, the sky remained dark in the east as two former friends faced off in the wilds of the Everfree. Their chosen battlefield was a clearing not far inside the forest where it was believed an old village once stood, even said by some to be haunted by its former inhabitants.

But ghosts were not on the minds of the hundreds of corrupted ponies present as they watched from a safe distance and behind a series of protective enchantments. Raw magical power crackled around each ascended pony as they watched nervously, and with their alicorn auras boosted further by the wild magic of the woods, the intense radiant heat of their bodies threatened to set the surrounding forest aflame.

Thankfully, Annie Smith had rallied the Timberponies and Timberwolf packs of the area to contain the threatened conflagration. They did so by feeding a steady stream of water to the plants of the surrounding woods while the Cyberponies stood watch as well at a safe distance, keeping the wood-based creatures and other onlookers shielded as they worked.

In contrast, the dragon ponies mostly remained at the castle in the care of the siren ponies and Peregrine Pacil. The former sang to help heal them more quickly while the latter had been able to draw on his new Cyberpony and Timberpony powers to heal himself and help, volunteering to do so in service to his new Lord.

All the dragons except Spike, that was. He had limped to the former Twilight’s side despite her admonishments, determined to stand with her as she faced down her final foe. Having seen the damage that Solar Inferno had wrought on her forces, and worse—her former scribe—Eclipse’s initial delight at seeing Sunset’s ascension had ebbed to be replaced by something far darker and more dangerous, glowering angrily as she pinned her longtime friend with a stare.

She was in her fire form again, her bluish flames looking like a gas stove burner on low even as her eyes glowed bright red. Unlike Solar Inferno, however, she still wore her Coltic armor and Azula attire, which she had enchanted to survive the intense heat.

“Wow. You’re starting to look severely pissed, Queenie,” the former Sunset noted with a grin. “I might have to take you a bit more seriously now.”

“Spare me such feeble bravado and look around you, false Pharoat—you’re all alone right now, facing my full power. I, on the other hoof, have an entire army backing me, though I don’t need them to take you down. I love them and fight for them as much as me, and thus, they stand with me. So who stands with you, Sunset Shimmer?”

Despite the mistaken address, Solar Inferno didn’t lose her smirk. “Aside from Sci-Twi, Starlight, and Delta over there? There’s an entire school on the other side of the portal, including five of the best friends in existence. I think you of all people would know that I’m never alone as long as I keep them in my heart. And I already told you that my name is now Solar Inferno. You wanted respect for your new title, so kindly show a little for mine.”

Eclipse’s slitted thestral eyes narrowed, still glowing red. “Do not presume to lecture me on the proper form of address, Sunset Shimmer. Not after repeatedly mocking my name and harming my subjects, to say nothing of my beloved son,” she all but hissed with a glance back at Spike. He was still exhausted and being attended by Timberbloom, who affixed the newly ascended alicorn of fire with her own green-eyed glare.

She was there because she was the only member of the CMC still available to do so. Cyber Belle was coordinating the magical containment of the duel with her fellow cyberponies while Fireflight was recovering back at the castle, downed along with the dragons after having her phoenix fire drained from her.

“Yeah, Sunset…” Spike said weakly as he sat on a seat of soft moss that the former Apple Bloom had grown right out of the ground. He was sipping a concoction that Annie Smith had whipped up for him, promising that it would soothe his seared throat. He looked ragged and spent, and for the first time all evening, his arousal had subsided completely with neither of his twin drake phalluses visible. “You hurt us when you ripped our fire away. Even Carrot and Cup Cake.”

Solar Inferno bowed her head, finding the canine version of Spike and the human versions of the Cakes flashing through her mind. She knew how she’d feel about having hurt them, and worse, having done so deliberately, even if it was for an ultimately necessary reason. “I’m sorry, Spike. I truly am. I wouldn’t have done it unless I had to. But using your fire was the only way to power my ascension spell. Which was in turn the only way I can take her down.” She turned back to face the corrupted Queen.

“You have not taken me down yet, Sunset Shimmer,” an unamused Eclipse warned as the pair began to circle again. “You proposed a duel, so let us begin. Now make your move, so-called Pharoat of Fire! The sooner I defeat you, the sooner I can regain the portal and begin my invasion of Earth.”

But Solar Inferno only laughed, causing Eclipse’s ire to rise in turn. “Sorry to tell you, Queenie, but you can’t. Your invasion is already permanently prevented.”

Eclipse looked startled, then sneered. “Hardly. Just like all your actions here, you’ve only delayed me, not defeated me. Even your ascended form is ultimately just an inconvenience to be swept aside. Before this night is over, the sensual conquest of Earth will begin, Sunset Shimmer. And there is nothing you can do to stop it.”

But the former Sunset only chuckled, her manner turning smug. “You don’t understand, filly. The ascension rite wasn’t just to make me powerful enough to face you. It was to make sure my retrieval spell would no longer work,” she explained with a growing grin, savoring the moment as she informed the fallen Princess that she’d just outsmarted her. “Even if it killed me, it would have served its purpose by denying you the portal. Sorry to tell you, but you’ve already lost all access to Earth.”

Eclipse’s slitted thestral eyes twitched. “What?”

“You heard me. I said it would be sent to a place you could never reach if my aura was altered by the curse’s corruption? Well, guess what, girlfriend? My ascension altered my aura as well. That means the imprint incantation’s failsafe has already been triggered after its link to its original owner was severed. The portal is now inaccessible, sent to a place it can never be used in or removed from. So my retrieval spell won’t work. I couldn’t cast it now even if I wanted to.”

Eclipse’s jaw fell open as Solar Inferno’s smile turned something close to evil, her golden flames growing brighter around her. “That’s right, Twilight. Guess you’re not as smart as you thought. For all your careful planning, it turns out there was something you overlooked. Have to say, you backed me into a corner quite nicely, but you didn’t consider what I could do there. Or how far I’d go to keep my friends on Earth safe. That’s the meaning of sacrifice, filly. Because I can’t go back now, either.”

Her words caused Sci-Twi to blink and a gagged Delta to give her a stunned, then impressed look, the former instantly realizing that meant she was now exiled from Earth as well. “But that’s… you…” The blue flames around Eclipse started to grow more intense and rise higher as the truth of her former friend’s statement registered.

“Temper, temper, Twilight,” Solar Inferno admonished with a mocking wag of a flame-covered hoof before she glanced outside the dome; her expression dropped to see the shocked look on her human friend’s face. “And sorry, Sci-Twi. I know this wasn’t part of the plan, and believe me when I say I didn’t want to do it. But it was the only way I could save our friends. We should still be able to talk to them with Delta’s help, and I promise that we’ll find a way home eventually. But that has to wait until after I beat her!”

She rounded on a still-seething Eclipse and lowered her head to present her alicorn horn, offering battle. “With Earth safe, it’s now time for me to save Equestria and all Tellus. So let’s fight, filly! And don’t you dare hold back.”

“That was a grave mistake, Sunset Shimmer.” Eclipse’s eyes glowed bright red with her own Alicorn-strength flame, which forced the cyberponies to pull back their protective magic fractionally. “I was going to take it easy on you even after your many affronts, but no longer! For by banishing the portal, you have not just denied me access to Earth, but my beloved!” Her blue flames suddenly burned white-hot and the stone and soil beneath her hooves began to melt.

Solar Inferno’s smile vanished for a moment, but not at the display of power. “Oh, you mean Flash? Wow. I do feel sorry for him, and I almost feel sorry for you. Or at least, the old you,” she mused. “I’d apologize to him if I could, but I’d also tell him that you’re not his Twilie. She was lost when you were corrupted. All I can do for him now is to try to bring her back by beating and then curing you.”

“Not corrupted but converted! The old Twilight is dead and buried, and for as free as I now feel, I couldn’t be happier! This isn’t over yet, Sunset Shimmer! Be assured that the only one to suffer defeat here will be you! I will rip the knowledge of the portal’s location right out of your mind, and then I will do whatever I must to recover it!” she swore as intense blue flames swirled around her white-hot body; Solar Inferno judged it was either because she hadn’t dropped the effect to make it look like she was Azula from Avatar, or that she simply forgot she was using it.

Whatever the answer, the former Sunset only smirked smugly at the rage of her altered friend. “Best of luck, both in beating me and in that. It’s not that hard to get in there, but impossible to get out. If you could, you’d be the first in three thousand years.”

“Three thousand years? Can get in but not out?” Eclipse echoed, then grinned, her temper subsiding as quickly as it had flared. “A fatal slip, Sunset Shimmer. You sent the portal to the tomb of a Steedgyptian Pharoat. There are still more than a few we can’t enter to this day because their wards lock it completely from the inside, allowing access but then depowering anycreature who enters,” she recited, causing Solar Inferno’s expression to fall.

This time, it was Eclipse’s grin that grew as she saw from her rival’s reaction that her guess was correct. “Clever. Their wards were designed to allow for one-way passage only, meaning you might be able to get in to see the wealth of riches and arcane knowledge within, but then you can’t leave. More than a few ponies and Saddle Arabians along with a slew of overconfident ibex died trying.”

“Yeah! Even Daring Do wasn’t able to get in there because she knew better than to try!” Shadowdash shouted from outside the shield, then smiled at a sudden idea that occurred to her. “Actually, I hope I can convert her next…” She began to slowly stroke herself in fantasy.

Solar Inferno’s jaw clenched before she relaxed and smiled again, closing her eyes and shaking her head. “That was careless of me. Guess I’m still a bit too liable to boast at times, but no matter. You’re not getting it out of there no matter how badly you want to, Twilight. The inexhaustible magic of its arcane wards mean that not even the Pie sisters could escape from that place,” she said with a glance outside the shield towards Pinkie and her siblings, who frowned and exchanged glances.

“Oh, really?” Eclipse’s smirk returned.

“Yes, really. And you won’t be able to use the portal from inside the tomb, either, because any magical item, including a horn, is instantly depowered, leaving you helpless and unable to leave. Trust me—before coming to Earth, I tried for over twenty months to figure out a way around its protective magic and failed.”

“I’m sure you did. But you are not me. I’m certain that I could figure it out given enough time, but there is no need. Unlike you, I happen to have a specialist in Steedgyptian magic right here! Nightmarity!” She called over to the equally angry Nightmare version of the pony Rarity, who continued to oversee their captives; Eclipse had not been willing to leave them alone at the castle for fear Delta Requiem might yet find a way to break free.

“Yes, darling?” She stepped up to the edge of the shield and then projected an image of herself inside the protective dome between the powerful pair. She bowed low before her new Queen; her friends and captives contained within a separate shield spell at the edge of the woods, where they could safely observe the battle to come. “I assume you want me to enter the tomb to retrieve the portal? By the time frame, it is most likely the crypt of the Great Pharoat Ramses, whose preserved horns power the wards that guard his burial chamber.”

“Agreed. Using The Nightmare’s Steedgyptian sorcery, can you get in and out?”

Solar Inferno’s heart sank as Nightmarity nodded and grinned. “I can, darling. As it happens, our dear departed Alya already entered it long ago looking for a key to godhood—or at least, an offering that might please her demigod sire. Though she found neither, she did gain a great deal of arcane magic that I can now wield, including a special portal spell that allowed her alone to return there safely.”

“WHAT?!?” Solar Inferno felt a moment of indignation that belonged to her younger self at having somehow missed a means of egress. “I wasted nearly two years trying to find a way in and out of there! So just how the fuck did she do it?”

Nightmarity’s projected image turned to glare at her, recognizing the meaning of the human curse from The Nightmare’s imparted knowledge. “If you must know, you uncouth excuse for an alicorn, she did it by entering the tomb and then sacrificing her host! The wards would not prevent the exit of her spirit form, only her physical one! Once she had what she came for, she simply abandoned him, leaving him there to die!”

Her head bowed and her eyes glittered angrily at The Nightmare’s callousness, leaving Solar Inferno wondering how she was able to deal with inheriting all the memories of The Nightmare’s many atrocities so easily.

“Just one of countless crimes she finally paid for with her life. And you can cast this portal spell at any time?” Eclipse asked.

“Unfortunately, no, but fear not. The ritual she performed to open a doorway there requires that I do so at the boundary of day and night, when the protective wards of the tomb are weakest—in other words, only at the exact moment of sunrise or sunset,” she clarified. “Then and only then will I be able to retrieve the portal to Earth, and even so, only I alone can enter and exit the crypt safely.”

“Superb, my most beautiful and sensual servant! And do you need anything from me to do so?” Eclipse further inquired.

“Nothing except a single mirror, which I will provide. I can teleport there instantly once it is infused with The Nightmare’s portal-making power. Until then, I will ready the ritual while remaining at your side, darling.” Nightmarity closed her eyes and began casting a sequence of spells that caused her own series of arcane energies to swirl around her, summoning an intact mirror from inside her boutique for the purpose.

Eclipse’s smile grew as Solar Inferno’s fell. “I see. The timing is fortuitous, then, as sunrise is only fifteen minutes away, and Celestia’s Solar Sages will no doubt raise the sun on schedule in her absence. That’s more than enough time to defeat you, Sunset Shimmer. And since you are now useless to me as far as retrieving the portal to Earth goes, I will be converting you as well.”

She lowered her head and generated a series of fiery constructs in the shapes of manacles and oversized dildos; she licked the latter lewdly for a moment before dissipating them again. “You can then atone for your brazen attempts to defy my destiny and deprive me of my mate by converting the human element bearers and assisting in the invasion of Earth.”

“For the last time, it’s Solar Inferno. And it ain’t gonna happen, Queenie. Because I’m taking you down here and now.” She intensified her golden fire greatly, causing sheets of flame to swirl around her, incinerating the grass and even melting nearby rocks.

The display only made Eclipse’s grin grow broader, and her phallus throb harder. “My, my. Such power of aura and strength of spirit!” she praised, matching the former Sunset’s intensity of heat. “Know that I will savor this duel and your defeat, self-proclaimed Solar Inferno.”

“Then prepare for disappointment. You won’t beat me because this duel isn’t about me. Unlike you, I’m not acting selfishly, which is the entire reason I was finally able to ascend! This is about not just saving all Equestria but defending my friends and my world! And I swear by my new balls and Celly’s crystalline cock that you’re not getting them, Queenie.”

“Hmph!” Nightmarity turned up her nose. “Such vulgar and horridly unimaginative human slang! I see I must also correct their language as well as the fashion sense of their game designers. Perhaps I can turn The Nightmare’s technocurses to the purpose…” Her grin turned evil.

“Feel free. But while I take care of our former and future friend, please do continue to watch over our honored guests, Nightmarity,” Eclipse reminded her, her eyes never leaving those of the former Sunset’s. “Though I do not fear my lesser self, Lady Requiem is clever and not to be trifled with. Be certain that she does not slip her bonds, or she could wreak a great deal of havoc in a short amount of time before I can subdue her.”

“Worry not, darling. I see from The Nightmare’s memories that they clashed many times before in the dreamscape, but she is now at a marked disadvantage against me since we are in the physical realm. Be assured that she will not escape my magical grasp, and I will keep her spellsinging power at bay,” she vowed as her projected image slowly disappeared from between them.

Eclipse favored her fading visage with a nod and bow of her head. “Then you are a worthy lover and Lieutenant, and I will grant you whatever lands and pleasures you wish, my dear Nightmarity—other than those I promised Annie Smith, that is,” she added quickly with a nod and glance over at the de-aged mare.

“Appreciated, Queenie, but do us all a favor and try not to damage the Everfree too much? Reckon Ah’d rather spend my new pack’s power sowing crops and creating structures rather than regrowing the woods,” Annie Smith replied from outside the cyberpony-generated shield with a smirk, flanked by dozens of timberponies, their eyes all glowing green.

“As you wish.” Eclipse then turned her head to the other side of the protective dome. “Cyber Belle? For an extra layer of protection, add my brother’s shield incantation to your spellwork. Yours won’t be as powerful as his, but with all the cyberponies working in concert, it should suffice to protect onlooking ponies from ‘splash damage’, as Spike’s Ogres and Oubliettes game terms it.” She used her horn to project what the former Sunset recognized as a potent defensive spell.

“Instructions acknowledged and accepted,” Cyber Belle said as fresh runic figures flashed across her eyes that were then transmitted to all her descendants. A moment later, a second bluish layer was added to their defensive bubble, to which Solar Inferno simply shrugged.

“Not bad, but not enough, either. You do realize that either of us could break through that if we really wanted, right?”

“I do. But I won’t. Because unlike you, I don’t want to hurt our friends,” Eclipse rejoined with a glare. “Make no effort to breach that shield, Sunset Shimmer. Or I will add Celestia’s power to mine or otherwise turn my anti-alicorn failsafes on you, at which point you will fall quite quickly and very unpleasantly. We can fight safely here, so it’s time we do so. You promised me a duel for the ages, and I will hold you to your word! Now make your move!”

“Correct me if I’m wrong, but aren’t you the challenger here, Queenie?” Solar Inferno asked with a sneering grin, trying to goad Eclipse into a hasty move or mistake. “So by the old unicorn magical duel rules, the first move is yours.”

But this time, Eclipse didn’t rise to the bait, glaring at her. “Spare me your impotent attempts to make me attack in anger so you can spring some ancient magical surprise, Sunset Shimmer. You came to my castle, in my new Kingdom, to challenge me. And I don’t even have to attack you. I can simply stand right here and wait for your power to wane, as you can’t sustain that form forever. If you want to beat me, then you must attack me. Now enough stalling and make your move!” she ordered again with a stomp of her hoof and brighter flare of her fire.

Solar Inferno sighed and nodded, then grinned again. “Worth a try. Okay, then…” Her horn flared and a series of magical energies swirled around it for several seconds, but then they subsided to no further effect. “There you go, filly. I’ve waited for over six years to use that spell. I can’t wait to see it in action.” She couldn’t quite resist a lascivious lick of her lips.

Eclipse and their audience of onlookers looked around in confusion as nothing happened, nor could they sense any magical surge around them.

“Is this a joke, Sunset Shimmer?” Eclipse asked in annoyance. “Or are you only trying to get me to attack in anger again?”

“No joke. Just wait for it…” Solar Inferno grinned, backing off from her slightly. “Trust me, filly, you’re going to love this.”

Eclipse sneered. “I doubt it, if you can’t even—” She was abruptly silenced as two concentric circles of rotating Neighponese characters suddenly appeared around her hooves, followed by a series of glowing green tendrils erupting out of the ground to envelop her, wrapping around her limbs and then snaking towards her intimate areas.

She barely had time to register their presence and try to cast a counterspell. “What sorcery is—Mmph!” Both her voice and her incipient spell were cut off as a tendril plugged her mouth and another wrapped around the base of her horn, then began curling around it, reaching upwards along its spiral grooves towards the tip.

“There we go! So, what do you think, Queenie? I came up with this one myself as a young teen after reading some Neighponese mangas. I called it the Sexual Siphon and even made sure it incorporated plenty of Neighponese magic. It was designed to drain even the most potent casters of their power via tentacle sex and then transfer their magic to me—even elemental magic,” she announced with a smug grin as the tentacles began to find and enter Eclipse’s erotic orifices, which parted readily before them, opening wide to admit their ethereal intruders.

“Of course, things are different now. I’m not about to absorb your magic since that would likely give me the curse, so instead, I’m just going to dissipate it into the Everfree, where it can’t be recovered. And who knows? That alone might be enough to cure you if you lose all your curse magic,” she suggested with a grin and wink, causing Eclipse’s eyes to go wide as she was forced to suckle at the green glowing tentacle that was thus far resisting all her internal wards to worm its way deeper down her throat. It caused a cool tingling sensation as it kept tugging at her internal magic, slowly leeching it from her.

“It should only take a minute or so to finish. How ironic that this is how I finally use it, given it was one of many plans I made to usurp Celly with. I know such a strategy seems completely unlike me, but what can I say? I was in my second heat when I devised it, and I really wanted to get back at Celly after she told me no more sex with her,” Solar Inferno recalled wistfully as additional tendrils invaded Twilight’s body, finding and filling all her orifices and even encircling her pair of basketball-sized belly breasts.

The latter tentacles immediately began making squeezing and kneading motions against the targeted mammaries that caused them to bulge while still others locked onto her prominent teats directly, beginning to drain the potent reservoirs of magic they contained.

“In truth, I’m still rather proud of it, even if I wasn’t anywhere near powerful enough to make it work back then. But if I could have pulled it off on Celly herself? Voilà! I’d become an instant Alicorn while she would need days to recharge—if I let her.” The former Sunset watched with satisfaction as even more tendrils erupted out of the ground to ensnare its badly squirming quarry, whose magic kept misfiring due to severe distraction and intense sensual pleasure.

Worse for Eclipse, the magical constructs were seemingly unaffected by the intense bluish flames raging around her, a smaller tendril even worming its way down her tapered thestral stallionhood to drain her apples of essence directly—it was a little known fact that they were a strong reservoir of stallion magic regardless of pony tribe—slowly pulling it right out of her altered alicorn body while she struggled to resist.

In the meantime, Solar Inferno kept talking, both to keep Eclipse’s focus disrupted and because she was immensely enjoying getting the chance to lecture Twilight when it was normally the other way around.

“Once I perfected it, I planned to cast it on Celestia while she was holding court, so as many ponies as possible would see her sexual subjugation and witness my ascension as the heavens-controlling alicorn in her place. When the process was complete and she was of no further use to me, I would only have kept her around as my personal concubine. Yeah, that’s how jilted I felt and how twisted I was back then,” she mused almost idly as Eclipse again struggled and failed to focus enough to cast a counterspell.

Her body betrayed her as her cock throbbed and her hips started to involuntarily thrust when a final tentacle started worming its way into her rear. The latest intrusion into her body caused her eyes to snap open as she nearly orgasmed on the spot, which the former Sunset spotted when her resistance nearly broke completely and the flow of outward energy briefly surged before it was arrested again.

“Still fighting? I’m impressed. Even Celly would have trouble beating this if I cast it on her in my current form. At the time, I figured it would be the perfect way to defeat and drain her. The problem was that I couldn’t make it anywhere near strong enough to overcome an alicorn with my unicorn aura alone,” Solar Inferno reflected almost ruefully.

“You see, there’s a certain initial resistance it has to defeat, and thus, a window of vulnerability to being dispelled at the start if the target can muster the will and sufficient magic. But Celly’s will was so strong that even her being in estrus wouldn’t be enough—unless I was already an alicorn myself, which would defeat the whole purpose,” she mused.

“I thought at first I could get around that by imbuing it with a series of aphrodisiac spells and various will-weakening wards, but unfortunately, Celly knew all of them and their counters. In your case, however…”

Solar Inferno grinned evilly, starting to circle the other mare like she was a foal taunting a rival on the playground. “The curse now works against you, filly, because it weakens your will and compels you to have sex. How ironic that it suddenly becomes your undoing, don’t you think?” She couldn’t resist digging her horn in deeper as Eclipse teetered on the edge of orgasm.

“Oh, and sorry if this sounds like a supervillain monologue, but I can’t help it—I mean, how often do I get to explain these things to someone who’ll actually appreciate them? Of course, it helps to have a captive audience,” the former Sunset noted with a deliberately casual air. She took a quick look outside the barrier, seeing in satisfaction that even Nightmarity appeared perturbed at the turn of events while behind her, a still-captive Sci-Twi and Starlight Glimmer looked like they barely dared hope that Eclipse was about to be defeated.

“All your magic will shortly be drained, Twilight, but don’t worry. After I cleanse you of the curse, you’ll slowly regain it, though I imagine you’re going to have several days of severe magical withdrawal symptoms. Apologies in advance if you do. If so, I promise I’ll be right there at your bedside to help you. And best of all, if this really does cure you, then that means I could use it on everyone else!” Her grin went evil for a moment as she turned her gaze on those outside the barrier; even the cyberponies had to take an involuntary step back as they scrambled to find some form of joint defense.

The words seemed to spark the captive Queen to action. “I’m not… drained… yet!” An equally aroused and angry Eclipse proclaimed, growling low in her throat around the ethereal tendril that filled her maw.

Her horn flared hard despite the pair of tendrils wrapped around it and there was a sudden outward blast of intense greenish flame that consumed the magical constructs and runic circles beneath her, followed by a tornado-like vortex of magical energy that the former Sunset recognized as a gryphon-origin curse dispersion counterspell tinged with an ibexian repulsion ward. It sent a feedback shock into Solar Inferno’s still-glowing horn, preventing her from sustaining the spell for a few critical seconds.

She felt a sharp flash of pain and her flames faltered for a moment, experiencing a wave of severe vertigo that left her stumbling hard. When her vision cleared, she saw a freshly freed but slightly dazed-looking Eclipse, whose equine cock still drooled and teats remained erect, each reaching more than halfway to the ground. Her elemental fire only momentarily spent, she stood back up and reignited her blue flames, her cheeks flushed and eyes aglow as she turned to face her newly ascended enemy again.

“Not a bad attempt. I admit, it was so unexpected and deliciously intrusive that you almost got me with it. I thank you for teaching me that spell, Sunset Shimmer. Only a truly devious and deviant mind could come up with it. Be assured that I will be stealing it for my own use later. With just a little tweaking, it will make an excellent sensual weapon for use against powerful beings who dare to defy me.”

“You’re welcome, Twilight. And well done. Have to say, with as powerful as I was now able to make that spell, I didn’t think you could overcome it,” Solar Inferno granted grudgingly.

“Then you underestimated me again. And I, in turn, will no longer underestimate you. Now no more sideshows! You wanted this to be a battle of fire? Then stop resorting to cheap tricks and start fighting it!” Eclipse ordered imperiously, to which Solar Inferno only smirked.

“Suit yourself, filly. I’ve got plenty of powerful fire-based attacks. So let’s see if you can identify this little number…” Her horn flared and the fire around her wings intensified, then turned from gold to a brilliant purple hue as she wrapped them around the corrupted Twilight like a tornado.

“The Pyre of Perdition!” Eclipse recognized as the deep violet flames surged around her, tugging at her cape and mane as she kept herself fixed to the ground, magically enhancing her voice to make sure she could be heard over the howling wind.

“Cleansing flames designed to destroy dark magic without harming the affected being! But once again, you fail to understand the nature of our evolution, Sunset Shimmer. This ‘curse’ is not made of dark magic, nor am I infused with it!” She flared her own fire to dispel Sunset’s flames, blowing them out and dispersing the twister with but a single powerful push of her aura. “But since I’d hate to disappoint you? If it’s dark magic you seek… then here you go!”

She flared her own horn and counterattacked with a series of ugly black obsidian spikes that erupted out of the ground, burning with equally ugly green flames from the edges of the improvised arena. They then surged inwards towards Solar Inferno, who recognized their hybrid nature instantly but found herself unable to escape them as they closed in, enveloping her completely in a chilling emerald fire that rapidly eroded both her power and will to fight before solidifying to encase her in an enormous magically-reinforced gemstone, one that even froze her fire in mid-flicker.

Eclipse looked on in smug satisfaction as the process completed, and the dark flames faded to reveal the new translucent crystalline prison in which Solar Inferno was held fast. “And now you’re caught as surely as an ancient insect in amber. But fear not—it won’t harm you, Sunset Shimmer. Just weaken your ability to resist me to nothing!” she said in glee, then turned contemplative as she began to circle her captured quarry, impatiently waiting for her alicorn power and ability to fight to ebb completely.

“It should take less than a minute to fully depower you, but in due fairness, I can’t claim credit for this. Though I originally learned the base spell by witnessing Princess Celestia and King Sombra himself cast it, I then enhanced it further thanks to Starlight Glimmer. She used this imprisoning variant of it against me,” she said with a glance and wink at the still-bound and silenced mage, who closed her eyes and slumped hard to the stone table to which she was secured.

“It is truly an excellent piece of magical improvisation by my once and future student. Under normal circumstances, the base spell weakens the will and drives its victims into despair, while the crystalline prison prevents them from escaping it, and—once their power is weakened enough—seals them away forever,” Eclipse explained.

“But since I don’t wish you to despair—far from it, in fact—I simply modified it further with an additional fire attribute to drain only your will to resist, while simultaneously fanning the flames of your lust. Once it releases you, you will surrender yourself willingly to me, Sunset Shimmer. Though I will confess to disappointment that you fell so easily. A duel for the ages this was not.”

But she had barely finished the sentence before a series of glowing cracks appeared in the enchanted obsidian prison, spreading quickly before the encasing rock was shattered explosively. The dark magic that powered it was instantly dispersed, consumed in fresh violet cleansing flames that surrounded Solar Inferno before they faded to her usual gold hue.

“Sorry to disappoint you, Twilight. Don’t worry, we’re just getting started. And if you think I’d succumb to my own urges so easily after dealing repeatedly with Midnight, think again. To this point, I’ve been trying to go easy on you, because I really don’t want to hurt you. But if there’s no other way to defeat you…”

She gathered her newly massive alicorn power into a telekinetic fist that slammed into Eclipse and sent her flying into the barrier. She hit it hard enough that the protective bubble visibly warped for a moment, causing her blue flames to flicker. “I won’t hold back, filly. And sorry in advance for any damage I do.”

“Much better…” Eclipse stated as she righted herself and wiped her chin free of blood, her eyes glittering and smile growing as she reignited her internal furnace and blue flames consumed her form again. “Finally, a worthy foe! And best of all, one who is willing to do whatever it takes to win. It is now clear that magical finesse alone will not win our contest, Sunset Shimmer. So just like our characters, let us fight for the title of the one true Fire Lord!”

Sunset smirked. “I’m already the Pharaoh of Fire, but suit yourself, ‘Azula’. I can always win another title belt. It’ll make a good souvenir to mount in my bedroom. But if I’m supposed to be Zuko…” She altered her facial appearance to produce a darker area like a lurid burn scar around her left eye.

“There we go. Now let’s fight, filly! It’s still my turn, so in another Earthside-inspired attack, try my Meteo!”She flared her lengthened horn and raised her hooves up to the sky as she ripped massive chunks of the ground out and then floated them up to circle overhead, not just igniting them but infusing them with massive amounts of fire.

She then launched the makeshift meteors at Eclipse by slamming her hooves down to the ground, sending them streaking through the protective dome like shooting stars which each hit with the force of a small impacting asteroid.

But Eclipse responded with measured, laser-like blasts of searing fire from her horn that incinerated each would-be missile in turn, vaporizing them in the air.

“Not bad, but Final Fantasy is so inconsistent in quality of storyline and characters from game to game. My turn! So in keeping with my character, here’s one of her favorite attacks…”

Eclipse suddenly generated a massive amount of electricity around her, which then manifested itself as a series of horrifically powerful lightning bolts. They were all aimed and fired at Solar Inferno, who suddenly found herself struggling to maintain a defense with her aura of fire alone while she attempted to muster a counterspell.

But she couldn’t immediately as the storm of bolts struck home, with Eclipse turning the single stroke of lightning that Starlight had attacked her with into a full scale storm of them that forced her newly ascended opponent to give ground.

“This isn’t fire! That’s not fair, dammit!” Sunset protested as she struggled to defend against the onslaught with a shield of pure flame, earning another glare from Nightmarity at her use of profanity.

It left her reflecting that at least the two versions of her had that much in common, hating to hear curse words. But Eclipse didn’t relent, battering her opponent with her newest elemental attack.

“All’s fair in love and war, faltering Pharoat. I know it’s not fire, but since firebenders could wield lightning in Avatar—I agree it’s ridiculous to call them related powers, but their world, their rules—I think it’s a perfectly fair tactic!” Eclipse replied smugly as the former Sunset was forced to her knees by an elemental assault that she wasn’t the master of.

“Yeah, I guess it is…” Solar Inferno granted grudgingly in a pained tone through gritted teeth as she continued to be pummeled by powerful bolts. “In that case, so is this!”

Finally able to gain a little breathing space by casting a fresh Aegis shield and projecting it outward for a few seconds, she infused it with an additional spell that deflected or even outright redirected the bolts in every direction, sending most of them spattering against the inside of the barrier like the lightning globe she knew Pinkie Pie kept in her bedroom.

But unlike with the globe where the bolts struck and dispersed to produce pretty effects that Pinkie seemed all too easily mesmerized by, they bounced around repeatedly inside the barrier at blinding speed, turning back on their caster as a startled Eclipse found herself targeted in turn by the endlessly deflected bolts that were attracted to her metal armor.

This time, it was the corrupted Twilight who was endangered, fending off the unexpected assault with only limited success. By the time she had escaped the bolts by teleporting out of her own armor to the other side of the portal where all the electricity was finally absorbed by the floor of the Everfree, she stood naked with several still-smoking spots singed with severe electrical burns.

“Impressive, Sunset Shimmer. You duplicated Prince Zuko’s lightning redirection power while adding your own twist. And just where did you learn that, dare I ask?” Eclipse wanted to know as she turned her aura inward to hastily heal the worst of her wounds.

But a still-reeling Solar Inferno was unable to press her advantage, forced to do the same. “Simple. I knew that Princess Luna was a weather elemental, meaning Nightmare Moon would be, too. Since I planned to be ruling Equestria by the time she returned from her thousand-year imprisonment, I learned all the counters for her power that I could, including old Neighponese lightning deflection wards they used to guard their structures from magic-charged typhoons,” she decided to answer just to buy herself a bit more time.

“I rather like them, actually. They’re well-developed spells that are quite effective. As fate would foretell, they also made excellent countermeasures when defending against the lightning cannons and electrical arrows of multiple Maregolian invasions. Unfortunately, not being a weather elemental myself, they’re neither easy nor instinctive to cast,” she explained, starting to breathe harder as gaps in her fire form appeared around the bolts she took, and were then only slowly filled in as she fed on her own flames to heal herself.

“I see.” Despite seeing her opponent’s wounds visibly sealing, Eclipse grinned, swiftly mending her own injuries with the power of her curse-enhanced aura alone. “Thanks for teaching me one of your ascended form’s weaknesses, Sunset Shimmer. Be assured that I have no such gaps in my power. Still, I am impressed by your wide range of abilities and all the arcane magic you mastered at such an early age,” she mused.

“You’ve now defeated two of my traps, and I will give you due credit. I see now why Celestia wanted you as her student. But also why you were ultimately unworthy of her, if all you could do was scheme to usurp her,” she needled with a grin. “It strikes me that all the magic you’ve learned was for that purpose alone, which necessarily limits you. And that is what will ultimately cost you this duel.”

Though she had intended it as a slight, the former Sunset Shimmer only smiled and nodded ruefully. “You’re right, Twilight. I was unworthy. Completely and utterly. I was arrogant, impatient and power-hungry, believing that between my cutie mark and magical talent, it was my destiny to rule Equestria as the true keeper of the sun. You showed me how wrong I was, remember? So now I’m just returning the favor. I’m only sorry that it has to be this way—that I can’t just zap you with the Elements like you did to me.”

“Don’t feel too bad about that. ‘Curing’ us using the human Element Bearers was the longest of longshots, anyway. But fear not, Sunset Shimmer. You can ‘return the favor’ by surrendering and serving at my side, as the Queen’s consort and one of my most powerful Lieutenants,” Eclipse offered anew.

“Hard pass, filly. No offense, but you’re really not my type,” Solar Inferno replied as the two began to circle again.

“And what type is that? Subordinate and submissive?” the former Princess suggested with a smirk.

“Sane.”

Eclipse’s eyes narrowed briefly, but then she smirked again. “Says the mare who was with Midnight Sparkle? I’ll overlook that, and your insults to keep the offer open. Your power is so great and arcane knowledge so vast that I could even tolerate the occasional attempt to usurp me, if your old self truly decides to hold sway. I doubt it will, though. For unless I miss my guess, you don’t suppress your old self. If anything, your old self suppressed you.”

Solar Inferno bowed her head in acknowledgment. “I’m glad you think so, but I still can’t take the chance. And since the Elements are unavailable, it looks like I have to do this the hard way. But so be it. This is where I atone fully to Celly and Delta over there for the pony I once was. We’re not done yet, filly. I’ve still got plenty of firepower, so let’s continue, shall we?”

Eclipse grinned, pulling the remnants of her armor back on but not repairing the damage. “Very well, as I’m genuinely enjoying this contest. I’ll consider this damage you’ve dealt me to be marks of affection and wear them proudly. Now that I have tasted your talents, I admit that you are a worthy addition to the alicorn pantheon, Sunset Shimmer—that you are almost my equal in power and intellect,” she granted with a nod of respect.

“Wow. That’s high compliment, coming from you,” Solar Inferno acknowledged with a bow of her head.

“You’re welcome. But sadly, I can’t let this go on too much longer, since sunrise is in but six minutes and I am eager to begin the invasion of Earth. I’ll have to deal with the Highborne High Priestess first to break her magical blockade around Ponyville, but no matter—I can overcome her in an hour or two,” she added with a nod upward to where the larger containment dome encompassing the town and adjacent woods cast by Juniper Neptune shimmered overhead.

“Maybe. But first, you’ll have to deal with me,”Solar Inferno reminded her, lowering her head and snorting fire as opposed to steam. “And even after everything you’ve thrown at me, I’m still standing, filly.”

“A pity. Because I would much prefer you to be on your back. But business before pleasure,” Eclipse rejoined with a grin, making a show of displaying her white-hot phallus. “And I wouldn’t be too smug about lasting this long, Sunset Shimmer. Because you will lose a war of attrition with me, and I’ve held back plenty on you.”

“And you think I haven’t held back on you?” Sunset replied instantly and very haughtily. “I’ve got witchcraft, I’ve got wizardry, and a whole slew of things I’ve never even tried. And to borrow a phrase, you might also say that at this point, I’ve got friends on the other side,” she recited, causing Sci-Twi to blink and Eclipse to smirk.

“So noted, Doctor Facilier. I admit that wasn’t a bad movie, and that human cajun cuisine ‘gumbo’ that AJ whipped up for us later was tasty—once I got past the idea that I was eating shellfish, anyway. And yet for all this powerful magic you claim to know, you don’t use it,” Eclipse pointed out in annoyance. “So if you really want to beat me, then stop holding back!”

“No. If I unleashed the worst of them here in the Everfree, I’d be endangering everyone—you of all ponies should know what alicorn power does to even basic spellcasting, let alone any form of curse or hex! And besides, even for as evil as you’ve become, I don’t want to hurt you more than I have to. When it comes down to it, you’re still my friend, Twilight,” she reminded the other mare, lowering her head and igniting her horn to offer Eclipse a simple contest of aura.

But even though the Queen signaled her acceptance of the duel terms by duplicating the gesture, her words elicited a frown. “It’s Eclipse. That weak and worthless mare you knew is gone,” she announced as she fired a magical beam that met Solar Inferno’s midway, resulting in violently clashing magic and flame that strongly reminded Sci-Twi of a Dragonball-style energy duel.

“If you can say that, then you really are lost! The Twilight Sparkle I know is far from worthless. She’s as strong and stout a friend as ever existed! She never gave up on anyone! She even redeemed me!” the ascended Sunset said as she intensified her attack, forcing Twilight’s aura to give ground.

“Not lost, but found!” Twilight raised her own power to match, pushing Solar Inferno’s aura back like an arm wrestler regaining the advantage. “She feared her own power and held back far too much! She wasn’t willing to indulge herself or do what was necessary! But I am!”

“Like resorting to murder and rape? Like forcibly bending others to your will like every other despot that came before you, whether human or Tellusian?” Solar Inferno countered, flaring her wings from her hover to add their flame to her attack.

“Murder? Rape?” Eclipse scoffed, her blue flames seeming to waver for a moment. “Such ugly terms for the sharing of Friendship and advancement of Harmony! You dare to call me a despot when everything I do, I do for the good of all?”

“... claimed every other tyrant in history. In their minds, they all acted for the greater good! Justified all sorts of crimes and even outright atrocities in its name! And in the end, they all caused the same carnage and shared the same fate!” Solar Inferno said vehemently, and allowing her own fiery rage at the corruption of her friend to consume her, she started to march forward, closing the distance between them while steadily driving her former friend’s fire back.

“No!” Eclipse shouted, and for just a moment, Solar Inferno was certain she saw doubt and fear in the other mare’s eyes. But she wasn’t sure if it was due to worry that her words were true or that Eclipse feared she was about to lose the duel, and she didn’t get a chance to exploit it before her corrupted friend disappeared in a fiery flash and blinding flare, one strong enough to cause the thestrals watching to cry out in pain as even the former Sunset had to look away.

She sensed a sudden teleport behind her followed by a powerful impact to her back from a large and heavy aura construct, in what her magical awareness told her was in the shape of Thor’s hammer. It struck her right between the shoulder blades, causing the pegasi and thestrals to groan in sympathy as they recognized it for the sensitive spot it was.

But for the newly ascended Sunset still unfamiliar with winged anatomy, she was stunned and cried out as she was driven hard into the floor of the forest. The surprise strike caused an explosive eruption of dirt and dust out of the ground beneath her as the Everfree itself shook, the forest around them reeling from the massive magical blow.

Her next action was instinctive as she mustered all her remaining fire to produce an irresistible magical wave. It flung her assailant back with a wall of intense flame infused with repulsion magic along with a horn disruption spell, catching Eclipse as she readied a second blow and preventing her from teleporting again.

It caused her to tumble like being caught beneath a breaking ocean wave as she was slammed hard into the cyberpony shield dome for a second time before she could free herself. The impact caused it to briefly distend and the cyberponies to hastily reinforce the area as Eclipse slumped to the ground, suddenly as dazed as the magical wave dissipated against the barrier and the two combatants were only able to gradually and somewhat painfully pull themselves up, their magic and fire noticeably weakened.

In the end, Solar Inferno spoke first as she slowly rose out of the crater the painful impact against her back had created. “Cheap shot, Twilight! I must have really gotten under your skin. Truth hurts, huh?” she needled as she cricked her back and neck twice and focused more flame in the area to heal it, at the cost of weakening it over the rest of her body.

“The truth, Sunset Shimmer, is that we duel for the fate of two worlds, so I will not hold back! And as for my attack, that was a Solar Flare followed by the same hammer strike you used earlier as demonstration! So it was all fair game,” she replied as she also drew on her elemental fire to heal herself, causing her blue flames to burn lower for a moment.

“Solar Flare, huh? And here I thought you didn’t like Dragonball,” the Pharaoh of Firepointed out, noting with a grin that Eclipse hadn’t directly addressed her point.

Maybe she’s actually starting to wonder if I’m right? Or is she even capable of doing that in her curse-crazed state? Doesn’t matter if she is, I still can’t let her win this! she reminded herself quickly, casting a powerful anti-teleportation ward over their battlefield, which she’d gained by studying old texts unearthed from the volcano-buried city of Ponypei in Ancient Roam. “And for the record, you’re not doing that again.”

“Suit yourself. Just because I don’t like a show doesn’t mean I can’t borrow elements from it, Sunset Shimmer. In fact, here’s another technique from that series you might recognize…” Her visage suddenly broke into two, then four, then eight that began circling Solar Inferno, each in an identical pose as she threatened a powerful new assault with her horn aglow, waiting only for her foe to show a moment of vulnerability or make an ill-thought attack.

“Afterimages? Not bad, filly. You’ve even made it so I can’t use my magical awareness to tell which one is the real you—they all feel like you! And I can also tell you’ve doped them with an aura disruption spell, meaning I’ll weaken my defense if I hit the wrong one,” she noted as she maintained a ready stance with her horn aglow, prepared to cast in an instant.

“Merely a minor tweak,” the eight Eclipses chorused in unison. “And as you’ve already sensed, if you hit the wrong one, the magical feedback shock will weaken your aura and disrupt your ability to cast, leaving you wide open! And since we’re on a Dragonball kick, I’ll even use a Kamehameha-like attack to finish you. But you’ll have to hit me soon because you can’t maintain that level of defensive magic without it draining you!”

Despite the warning, Solar Inferno only smirked as she saw all the Eclipse doppelgangers take the iconic pose. “Now that sounds like a no-win situation. So I guess I’ll just have to one-up you again with something worthy of being the Pharaoh of Fire!” She reared up and took a pose with her hooves to the side of her head. “Solar Flare… X100!”

“What?” the bevy of Eclipses shouted before the entire dome was filled with inescapably blinding light that dazzled not just her vision but her magical awareness as well. It caused her to lose both external and internal sight of where her enemy was, even despite her Iris Aid enchantment that induced dimming lenses to form over her pupils when the illumination got too great.

She still thought she was safe given Solar Inferno also couldn’t see well enough to target her—at least until there was a sudden rain of small but white-hot projectiles throughout the dome. She shortly recognized them as very small but intensely powerful magical constructs that took the form of compact bladed implements; everything from tiny needles to throwing stars and kunai that sliced through the air as if driven by a hurricane gale.

They penetrated her weakened shields like a hot knife through butter, and though the heat itself didn’t hurt her, the sharp edges did, bouncing off the remains of her armor or finding their mark to drive partly into her body before her internal aura could repel or dissipate them.

“Ow!” she shouted as she lost her afterimages and fell to the ground, forced to redirect all her magic to defense as Solar Inferno sensed her advantage and pressed her attack. Struggling to repel the unexpected onslaught, Eclipse erected her own version of her brother’s shield that repulsed the projectiles and sent them right back at Solar Inferno, but the newly ascended Sunset simply stood fast within them.

They hit her only to melt right back into her fiery form, leaving her unaffected and her aura re-intensified. “Nice recovery. And nice try, Twilight. But since they’re made from my magic, they can’t hurt me. I call that the Rain of Flame, for the record. Might not be too descriptive, but what can I say? I like the alliteration.” She shrugged, then grinned as Eclipse stood back up and glared. “And for the record, I can tell that you’re weakening, filly.”

“So are you!” Eclipse retorted as her flames receded from the unscathed areas of her body to concentrate around her cuts and slashes, both to protect and more swiftly heal them. “And at the rate you’re burning through it, you’ll still run out of power before me. As we still have a few minutes, we can continue trading magical megaspells if you like, Sunset Shimmer. But as that would drain you too quickly and perhaps our combat is getting a bit too uncivilized, how about this instead?”

She used her aura to generate constructs of two Coltic Flame Swords and held them in a ready position before her, infusing them with blue fire and leaving the former Sunset impressed that she’d been able to make the blades wavy instead of straight. “I’m sure the Princess had you master the same fencing techniques as me. Or did you not finish learning them before fleeing to Earth?”

Solar Inferno blinked, then grinned.Bad move, filly! “So now you offer an ancient ibexian aura blade duel? Interesting choice. But since it’s in keeping with Prince Zuko’s character…” She created her own constructs in the form of two scimitar-like swords right out of the animated series and reared up to hold them in her hooves as a human would, crossing them before her.

“And as for fencing techniques? You’re right, I didn’t. Both because they bored me, and because I thought they were useless.” She didn’t say any more than that as they began to approach and circle each other; Eclipse still on all fours while Solar Inferno was perfectly comfortable standing and walking upright as an alicorn after all the time she’d spent as a human, earning a series of strange looks from the watching ponies.

“And yet, you still accept a duel in which you are at a disadvantage. En garde!” Eclipse ordered, to which Solar Inferno only smirked and moved to engage her. The pair exchanged blows at seeming super-speed to outside observers, causing jaws to drop as fire and sparks flew from impacting aura in every direction. Their astonishment only grew as the alicorn antagonists cast various support spells to enhance their attacks and defense further; their swordlike constructs trying but failing to overcome the other’s.

But Eclipse’s skill was clearly superior, and by the time they separated, the former Sunset appeared to have taken the worst of the exchange. She found herself nursing a half-dozen fresh slashes and puncture wounds on her fiery form, several of which were surprisingly deep and one of which had just missed a lung.

“Holy shit, filly. You really aren’t holding back!” Solar Inferno belatedly realized as she again focused her internal fire on the wounds to heal them. Her words caused Nightmarity to sneer even as she held her portal spell ready to cast, with Steedgyptian magic continually swirling around her.

“And just what, by all the ancient pyramids themselves,is holy about excrement?” The Nightmare’s former host wanted to know. She spared an angry glance back at a wide-eyed and fearful Sci-Twi as if to demand an explanation while Delta Requiem was unable to look away. Tears glimmered in her eyes, which Solar Inferno interpreted to mean that she was finally comprehending how much the filly she’d once thought to be a lost cause had changed.

Wow. You’d almost think she has motherly feelings for me! The former Sunset couldn’t help but note with a grin, vowing to be worthy of them where her younger self was not.

“It’s a figure of human speech, Nightmarity, if a rather vulgar one,” Eclipse explained. “And why so surprised, Sunset Shimmer? I said I wouldn’t. I hope you can appreciate the perfection of my Solar Stance defense and Lunar Lance attacks, which were designed to be used by twin swords in tandem! You stand no chance against me, but don’t get me wrong. Even if I can only end this swiftly by striking a killing blow, I won’t let you die. I’ll save you and heal you. But as sunrise is nearly here and I have other matters to attend to, I have to end this duel swiftly.”

She held her blades vertically and charged them with several additional spells, which Solar Inferno recognized would variously boost their penetration power and ability to disrupt her defensive aura. “Prepare yourself, false Pharoat! For this duel ends now!” She saluted with her sword again.

“I couldn’t agree more,” Solar Inferno’s grin turned sly as she returned the honor, causing Eclipse’s red-glowing gaze to narrow. “As I’ll need at least a few seconds to take down Nightmarity before sunrise—and apologies in advance for how rough it’s going to be, girlfriend—I guess I’ll have to cut loose with my own special techniques, then,” she announced with a glance at the former Rarity, who looked perturbed for a half-second.

“But don’t worry, Twilight. I don’t want you to die either, so the same holds true in reverse. And for the record, your fencing technique is excellent. Master Rapier Riposte taught you well.”

“I will be certain to convey your compliments when I convert him, Sunset Shimmer,” she replied with a bow of her head. “For the record, I was his best student, even if I thought that since all problems could ultimately be solved with friendship, I’d never have cause to use such skills. Just more evidence of how utterly naive my former self was. Now I’m going to end this by using his most powerful strike, which few have even seen, much less mastered. A strike I’m certain that you never saw!”

“I didn’t, but don’t count on it beating me, filly. Just because I gave up studying under him doesn’t mean I wasn’t learning something far more difficult and deadly. So by all means, hit me with this attack of yours. I promise it won’t get through.” She then landed on their scorched battlefield and stood upright before Eclipse with a mocking grin, her wings of fire flared while she held her twin Zuko-style broadswords in a guard stance in seeming invitation.

“We’ll see. Now then…” Eclipse charged herself and her blades with additional magic, then took a leaning stance with one blade held back and the other poised horizontally forward. “Meet the ultimate attack of the Celestial Sword School: the Stellar Strike!” she announced as her form suddenly blurred into an elongated attack with a glowing tail like a comet, the tip of her aura-built blade at its head.

She crossed the distance between them in an instant, but by the time she arrived, her blow was blocked by a sudden glowing circle in the air that manifested itself into a shield-like object that was studded with a single rune at the center. Her strike then rebounded right back at her, forcing her to parry her own attack with her second sword before it impaled her own chest!

“What? But… that’s impossible! You used the Cone Cleave!” she said in disbelief as the shield construct vanished as quickly as it had come.

“Very good, Twilight. I see you studied the history and fighting arts of the Blueblood line. But that was just the beginner technique. So let’s see if you also recognize these…” She stepped back and made a series of odd but rapid motions with her suspended swords, causing their tips to leave glowing lines in the very air .

“Wait! But that’s—” a startled Eclipse started to say, only to be cut off.

“Right in one. It’s the Triad Technique!” Solar Inferno announced as she drew a perfect equilateral triangle in the air with its tip pointed down and runes at each of the corners. The center then erupted with a lance-like object that targeted Eclipse, forcing her to hurriedly parry the unexpected assault with her own constructs. She was stunned when the impact of the ethereal projectile knocked her back as surely as if she’d been struck with the real thing, leaving her hooves having carved furrows in the layer of ash beneath them.

“And if that’s not good enough, how about the Diamond Draw?” Solar Inferno suggested next, making an unsheathing motion with one of her two swords while the other formed the technique’s namesake construct in the air, which quickly solidified into a crystal-like shield. They deflected two more hasty attacks of Eclipse, who had only belatedly recognized the ancient but powerful sword art.

“You’re using La Verdadera Destreza!” she recognized in astonishment. “But how? That’s not even taught any more! All I ever knew about it was that it existed!”

“Well, guess what, filly? To borrow your own phrase, you are not me,” Solar Inferno mocked. “After I learned about the One True Form of the old Sponyish Sword School but couldn’t find any but the most rudimentary of documentation on it, I broke into the Prince’s room and stole Blueblood XIV’s old longsword from its vault, who was the only one of his line to have mastered it,” she recalled.

“He christened that blade the Hojazul and used it in war against the Gryphon Empire! Yeah, hard as it is to believe, a Blueblood was actually a warrior,” she said with a smirk, causing Nightmarity’s jaw to drop open from outside.

“A Blueblood?” she said in disbelief, watching with worry as for the first time, she feared her friend was about to fall, considering her options in fighting or fleeing and finding them sorely wanting against the newly ascended and clearly skilled Solar Inferno. “Surely you jest!”

“You heard me, Rarity.” The former Sunset resisted the temptation to tell the other mare not to call her Shirley. “When he died, he left his longsword behind, desiring that only his line would carry the art’s knowledge on, and they would first have to learn to unlock the sword’s secrets to do so. Of course, the current Blueblood is way too lazy and more interested in mares and various machinations to try, but that doesn’t mean someone else couldn’t figure it out,” she said with a wink as Twilight stood uncharacteristically speechless, her mind visibly racing as she tried to find a counter that wouldn’t be instantly shot down.

“As it turned out, learning its special techniques wasn’t that hard once I got past its defensive wards. All the old casting incantations were still imprinted on it, so I absorbed them and committed them to memory. Took some practice to get the runes right, but after a month I’d mastered most of them. They were already quite powerful to begin with, but casting them as an alicorn gives them an incredible punch! Case in point, here’s the Hewing Hex!”

This time, an even more complex six-pointed runic form was rapidly etched with her twin swords in the air, resulting in a succession of bladelike objects flying outward to close on Eclipse and make a series of synchronized attacks on her, leaving her unable to block them all with her fencing techniques and defensive wards alone as she cried out in pain and fell back with a series of bleeding lines on her face and flank.

“Whoops. Guess that left a mark. But we’re not done yet! Don’t worry, this next one won’t hurt you physically so much as mentally—it’s the seven-point Septasnare!”

This time, a slightly ugly asymmetrical seven-point form was etched into the air, from which Solar Inferno launched a powerful dark magic attack that succeeded in scrambling Eclipse’s senses for a few seconds. It left her feeling for a moment that she was certain to lose as the dark obsidian blocks around which crackled tainted golden flames tried to both consume her and drag her down into the pit of despair, but she once again just managed to hold on, fending off the poisoned fire with her more purified kind while struggling to keep her stance and sanity.

“Whoa. Still not down? Then try this advanced eight-point technique which normally takes as many years to master…” Solar Inferno stated with an increasingly wry grin as she carved an enormously complex octagonal runic form into the air with several crisscrossing lines and embedded sigils.

“It might not be fire-based, but since we’ve decided lightning is fair game, meet the incredibly lethal and enemy-annihilating Octovolley!”

With a dual slash through the constructs that perfectly bisected the diagonal lines, Solar Inferno’s swords emitted a massive eruption of lightning that was easily equal to the output of an entire company of pegasi wielding storm clouds. They battered Eclipse’s shield and forced her already weakened form to her knees as she struggled to maintain the barrier, her bluish flames now burning so low that they could barely be seen.

“This… you…” the faltering Queen said through gritted teeth as she struggled to stay standing through the sheer fire of her will.

“Skip the sweet nothings, filly. And besides, what are you complaining about? You wanted to see what I could do, and that’s exactly what I’m showing you! But since you still won’t go down, we’re not done yet. For the record, there is a nine-sided form, but since it involves chaos magic, I’m not about to use it within the confines of the Everfree. But that’s okay—well, for me if not for you.” Solar Inferno grinned, now fully confident of victory as for the first time, Eclipse seemed at a loss and unable to fully defend herself from an art she’d only heard about but had no chance to see or study.

“And for my final exam to gain the One True Form’s rarely given title of Maestro, which only fifty-two ponies—and a single griffon—ever received…”

“Don’t tell me…” Eclipse’s eyes went wide and her audience was stunned when she took a step back; the cyberponies and other converted unicorns sensing her cast anti-fire enchantments! “You can’t possibly have mastered the…!”

“Oh, but I did, Twilight! And against it, there’s no defense! So brace yourself, filly, not that it’ll matter! Here’s the Decadragon!” the former Sunset announced with glee as she produced several additional swords to simultaneously sketch an impossibly complicated ten-pointed runic form out of which a massive translucent adult dragon head seemingly made from sheer golden flame suddenly materialized, at the center of which hovered Solar Inferno.

The dragon-like construct opened its mouth and released an irresistible gout of golden flame that Spike recognized as worthy of the Ancient Dragon Lords themselves, sorely afraid for his mother and new mistress as he knew that not even an adult dragon could resist such apocalyptic fire.

The unleashed inferno hit Eclipse’s shielded form dead center and drove her right back into the side of the dome, which bulged outwards as the cyberponies struggled with all their might and internal power reserves to contain the horrific heat and tornadic rush of flame. Even with Nightmarity’s power hastily added to theirs, they just barely succeeded in holding it back as warning messages of both overheating and magical overload scrolled across their eyes.

The dragonfire then faded with surprising speed; the flames and intricate runic construct that had created it evaporated within seconds like it had never been there. The air inside the dome shimmered with intense heat in its wake and the smoke finally cleared to reveal a crumpled and groaning Queen Eclipse lying on the half-molten ground at the edge of the dome, her fur smoking and Azula costume incinerated with her enchanted armor having melted into a glowing puddle at her hooves.

“Still conscious? Have to say, I’m impressed. You withstood it far better than I thought you could, but it still took every last erg of alicorn magic you had. You’re out of power and can’t defend yourself any longer, so that’s checkmate, Queenie,” Solar Inferno announced, standing tall and proud before her as outside the dome, Nightmarity’s jaw had dropped open and Starlight Glimmer was staring at her in something close to awe. “You lose.”

“What a blow!” a severely singed and stunned Eclipse admitted in a weak and shaky voice, seemingly unable to rise. “You’re right—just saving myself took all my magic! Now I’m completely spent… and look at me! By Celestia’s sun, you actually burned me!” She stared down at herself in disbelief.

“Pharaoh of Fire, remember? Now stay down, filly. You’ve lost and you’re wounded, so don’t make this any harder on yourself. I’m going to cast my sexual siphon again, and this time, you won’t have the power to resist it. So just lay there and enjoy it. Once you’re cured, or at least drained of the curse magic by it, the rest of your army will fall easily before me. Afterwards, I’ll take care of you and help you recover—what are friends for? I promise I’ll figure out how to cleanse and free Celly, too.”

But to her amazement, Twilight began to laugh. “Sorry, Solar Inferno—yes, I use your chosen title because you finally earned it in my eyes. That was indeed your final attack, and it was awe-inspiring to both behold and be struck by. I am severely weakened, and I admit that you are a very formidable foe. I must thank you, as you’ve taught me a great deal of magic and even a forbidden sword art this Nightmare Night. But it—and this duel—ends here.”

“Yeah. With your defeat,” Solar Inferno stated, not certain why she was starting to feel dizzy but attributing it to her breathlessness and massive magical expenditures. “I beat you fair and square, filly, and now I’m going to… to…” She lost her train of thought as she started to sway where she stood, realizing only then that her flames were ebbing, and the edges of her vision were closing in. “Wait… what?”

Eclipse grinned knowingly, starting to pull her shaking form back up. “That’s right, Pharoat of Fire. You do indeed have me on the verge of defeat, and yet it’s you who’s about to fall. After all your heroics and all our exchanges, and even after all the magical megaspells you threw at me, your power of flame becomes your own undoing. Because being an alicorn doesn’t remove your need to breathe.”

“Breathe…” Solar Inferno repeated the word as she looked around in confusion, only then noticing that the dome surrounding them had been reinforced again… with the Aegis of Athena shield spell, which didn’t allow air in or out! “But when did you…”

“While you were monologuing about breaking into Blueblood’s room. And you think I’m the supervillain when you fell victim to the same trope that they always do?” Eclipse grinned as Solar Inferno’s eyes went wide.

“Once you started using La Verdadera Destreza, I knew what ultimate attack you were headed for, and that I could make it your undoing! So in case you’re too addle-brained to realize it now, you consumed all the oxygen in the air with that one technique! The shield wasn’t erected by me, though. You were distracted enough that I telepathically ordered the cyberponies to cast it and gave them the formula to do so! And Annie Smith to feed me some oxygen while yours ran out. So now I recover while you steadily weaken.”

It was only then Solar Inferno noted the narrow tendril of green that had sprouted out of the well-baked ground. It had snaked up Eclipse’s foreleg and around her torso and up her neck, where it threaded itself into her nostril where its rapidly photosynthesizing formgave her an emergency supply of pure oxygen which was swiftly reviving her.

She then looked outside the dome to see Annie Smith herself wearing a smug grin, her eyes still aglow as the formerly elderly mare carefully controlled the plant construct that was ensuring Eclipse’s victory. “But… that’s… cheating! Damn you…” The former Sunset tried firing a lightning bolt at the reinforced shield to break free of it, but it splattered against the dome of magical energy to no visible effect, this time without bouncing back.

“Sorry, ‘filly’, but as you’re not the caster, you can’t break it unless you’re at full power, which you no longer are. Only the cyberponies can, and they’re outside of it! Ironic, isn’t it? The ultimate undoing of Solar Inferno, the great and mighty Pharoat of Fire… is hypoxia.”

“Dammit…” Solar Inferno struggled through her own slow suffocation and quickly clouding thoughts to find a counter. She needed flame to fuel her magic and new alicorn form, but with all the oxygen depleted by her own dragonfire and her remaining magic reserves running low after all the intense spellcasting, she found very few options. “Can’t let you win… and not with such a stupid trick!” Even her voice had grown quiet, sounding much more like her former self as her fire was fully extinguished and alicorn power drained away.

“Stupid?” Eclipse sneered, looking genuinely offended. “What you call stupid, I call sound strategy, Sunset Shimmer! It was the Sun Master himself that said the greatest art of war was to win without fighting, which I just did by defeating you without firing a shot! And once you fall, who is left to challenge me?” she asked idly, starting to stand taller with her burns already beginning to heal.

“Spoiler alert: There isn’t! Celestia is already captured and I can sense that Luna is unconscious, likely having knocked herself out to keep from succumbing and conquering Canterlot—an impressive display of will, but an ultimately futile one. So unless you have another alicorn available to ‘step up to the plate,’ as humans say, your threat is an empty one, Sunset Shimmer.”

“That still leaves Principal—I mean, Princess Cadance,” Solar Inferno reminded her, increasingly struggling to stay conscious as she tried repeatedly to mentally flip through her magic arsenal to find a counter, only to keep losing her place. She dimly recalled that she did know a spell that could enable survival in space and attempted to use it, only for it to fail as she could no longer focus enough to cast such a complex incantation.

Eclipse stared at her, then laughed out loud; there were even a few snickers heard from the cyberponies. “Now that is funny, given she’s no warrior or magical maven. I admit that she’s powerful on the defense and a master manipulator of emotions, butshe has no offensive capability—unless, perhaps, my brother decides to throw her like a javelin, that is,” she said with a knowing look at Nightmarity, who snickered at the memory.

“No, Sunset Shimmer. There is nopony past you who can challenge me now, and within seconds you will not only be unconscious, but ripe for the taking.” Eclipse allowed her erection to surge anew.

“Well, then… looks like I’m checkmated now,” Solar Inferno admitted as she began to sway harder, then managed one final defiant smile as she fell to her knees and saw her vision completely gray out. “But at least I fall knowing that you couldn’t beat me without outside help!” she said as she struggled to find enough focus to cast one final spell.

“Yes. The help of my friends, which is how it should be!” Eclipse replied easily as Solar Inferno glanced at Delta briefly, who was on the verge of tears again to see the former Sunset fall. Locking gazes with her onetime nanny, the latter’s alicorn horn flared for a final time to no visible effect before she collapsed to the ground, her lips turning blue as oxygen deprivation claimed her.

“Game over, Sunset Shimmer!” Eclipse announced triumphantly before her unconscious form, signaling the cyberponies with a wave of her wings to lower their shield. They did so promptly, and her audience of converted creatures wildly cheered her victory with hoofstomps and thestral wingclaps alike, nobody noticing the brief magical glow that had appeared around Delta’s throat.

“I’ll give you due credit—you gave me one hay of a good match, which is what I really wanted, teaching me an impressive array of interesting and powerful new spells along the way. I grant we were more or less equal in power, but in the end, you have fallen to a superior intellect and strategist! And now, I will convert you immediately and add your power to my own… with your own siphon spell!” she announced to her fallen foe as she swiftly regenerated her cape and armor, summoning the various pieces of it out of her castle stores before forging the metal on the spot with her aura.

“No…” Eclipse heard a younger version of her own voice call out forlornly from the side, smiling as she recognized the source.

“Yes, Twilight Sparkle!”Her horn flared as she cast the identical incantation Solar Inferno had previously, causing her limp and barely stirring form to be raised up into the sky like an offering as the same tendrils she’d previously tried to subdue Eclipse with now snaked around her limbs and horn.

“Stop it…” Her human counterpart clutched her head with her hooves like she was in pain. “I said stop it!”

But Eclipse only laughed, slowing but not halting the advance of the spell on the former Sunset, intending to savor the moment they finally entered her as they slowly closed in on her erogenous zones. “I will not, ‘Sci-Twi’. And know there is no amount of human technology that can stop this, and nothing you or your guitar-playing friends can do!” Eclipse mocked her, still refusing to look at her.

“You don’t understand…” Twilight’s voice was beginning to waver badly as her entire form started to shake. “Stop before it’s too late!”

“Too late for what? Another ill-considered attempt to defeat me? Some spell I already know but you’ve barely learned?” Eclipse laughed. “At least Sunset here had the ‘balls’ to attempt ascension and fight me. But you are nothing more than a poor imitation of me as a unicorn, weak in magic and will—just as I was then!”

Sci-Twi slumped, tears in her eyes as beside her, Delta watched her warily, sensing the surging presence within her now battering at the human-turned-unicorn’s psyche. “You’re right. As I am, I’m no match for you. No matter how knowledgeable I am in it, my unicorn magic can’t do anything against you.” Sci-Twi closed her eyes tightly, tears glimmering around the edges as she reached a resolution, her eyes turning wild for a moment.

“But if it’s the only way to stop you and end this insanity before the curse corrupts and eventually kills everyone… then she can!” With a massive magical surge born of fear and sorrow, she broke free of a startled Nightmarity’s bonds just long enough to cast a single spell that focused on the pendant over her chest.

Before anyone could react, it glowed, cracked, and shattered into a million pieces as its containment wards were released.

In its wake, there was an explosive eruption of magical energy followed by a great inward rush of wind, like a building storm taking a massive gulp of air. Sci-Twi’s altered Phoenix Wright costume was incinerated in an instant as her horn elongated to alicorn length and a pair of impressive raven wings sprouted from her back, followed by her glasses all but melting right off her face before they were replaced by a set of aura-created spectacles that only accented her newly slitted eyes.

A wave of irresistible magic hopscotched from one being to the next, swiftly deactivating the cyberponies while knocking the thestrals and timberponies unconscious, causing the former’s shields to fail and the latter’s green eye glow to fade.

A voice that was then followed by cackling laughter as its owner emerged to reveal…

“I… AM… FREE!” The unleashed goddess announced as she rose into the sky and sucked up the area’s ambient magic, drawing it all into her body while blocking Nightmarity’s attempt to teleport herself and her charges away.

She shortly found herself ensnared by the same nearly unbreakable Steedgyptian bonds that had trapped Sci-Twi, leaving her power sealed away by use of her own hex. Eclipse herself was stunned and knocked backwards by the raw release of aura whose sheer power dwarfed anything she’d felt before, sending a feedback shock down her horn that disrupted her magic, leaving it numb and unable to cast.

Within seconds, the newcomer’s aura had completely overtaken the former battlefield and felled all creatures within it, whether corrupted or not. “About time you let me loose, Sparkle. I told you I was the only answer to this so-called Queen! You could have spared our precious Sunset a great deal of pain by setting me free sooner, but so be it,” she said easily.

“And don’t worry—I promised you I won’t hurt our other self, and that’s not my style anyway. But humiliating her? That is another matter!” she said as she floated towards Eclipse, but not before she landed before a vanquished Solar Inferno first, sweeping her into an embrace with a rare look of concern in her glowing eyes.

“Midnight…?” the fallen Pharoah recognized, finding herself unable to do anything but lie there and only weakly raise her head, staring up at the reborn dark goddess through unfocused, punch-drunk eyes.

“It’s me. I’m here now. Sssshhh…” Midnight gently picked up the former Sunset and held her in an embrace like a treasured child, infusing her with healing magic that swiftly mended her wounds but didn’t immediately restore her aura.

“A magnificent form and a truly awe-inspiring effort, my love. One worthy of a deity such as I. Fear not, I will restore your ascended state in full so you can rule at my side where you belong. You may even choose whether it is Daydream or Solar Inferno you wish to be, though you will forgive me if I remain partial to the former,” she promised, then kissed Sunset deeply, putting her into a healing sleep as she did so.

“Rest and restore your magic, beloved. Once you do, we will be able to consummate our new dimension-spanning Diarchy properly… just as soon as I start the process of conquest while putting this infuriating and inferior upstart in her place!”

After gently laying Sunset down in a bed of fresh-grown moss she induced to germinate right out of the burned and blasted ground, she turned and began marching forward towards a dazed Eclipse, flaring her raven wings wide, her horn bending all reality around her to her will as she seized the shocked Queen in her unbreakable magical grasp.

Overcoming her wards and mental defenses with contemptuous ease, she stripped away Eclipse’s restored Coltic armor by ripping it right off her form, binding her horn to prevent her from casting while holding her aloft above the scorched battlefield she’d fought Solar Inferno over.

The reborn goddess then yanked her down, the aura glow around her horn and eyes intensifying in anger. “What… how…?” was all Eclipse could croak to feel such all-consuming power that even dwarfed hers as an alicorn.

But her opponent just smiled sweetly but malevolently, the aura around her eyes, horn, and hooves glowing bright. “Hello, Queen Eclipse. I’m Midnight Sparkle—your superior self! Our encounter was as inevitable as its outcome, as your alicorn aura is but a pale imitation of my unlimited power! It is time for me to take my proper place as goddess, ruling as the Erotic Empress of not just Equestria, but all the realms!”

She dragged Eclipse to the ground and then forced the would-be ruler of Tellus to bow before her as she hovered above her like a demon of vengeance, her horn and eyes glowing bright as her grin turned toothy, suddenly showing two pointed thestral-like fangs.

“Gah! Get your human hooves off me, you unworthy excuse for an alicorn!” Eclipse ordered to no avail, trying and failing to cast only for the spell to rebound painfully from her hexed horn.

“Make me—if you can!” Midnight laughed, but then her eyes narrowed and the wind rose around her. “And do not insult me by calling me an Alicorn, for I am far beyond even that!” she proclaimed as a series of dimensional rifts began to form around her in the air itself; their appearance causing Eclipse to gape.

“You know, so-called Queen, I could simply strip you of your will and make you my obedient servant. I would find endless amusement in toying with you, or perhaps whoring you out to any other demigod beings I might seek to ally with or entertain,” she suggested idly, causing her counterpart’s slitted eyes to go wide as she realized that the threat was fully within Midnight’s power to make happen.

“It would be a fitting atonement for your many crimes this night—but only after you are punished for your equally innumerable affronts to my name, lover, and power! For slandering me and seeking to subvert my beloved Sunset, there is an important lesson in humility to be learned, first. So I’m not only going to strip you of your ill-begotten crown but conquer this magic-rich world in your place!” she promised, her eyes glitteringas she ripped open a fresh portal into what Eclipse recognized was the Gryphon Kingdom’s Hall of Heroes in its capital city of Arnau, where only a few guards stood sentry as the museum was closed for the night.

They turned to see the portal in shock, but Midnight ignored them. “And now, to drive home your defeat deeper, I’m going to force you to watch as all your plans are undone. So tell me, my defrocked and quite pathetic excuse for a pony princess—what was that you were saying about me not being a deity, or the one true monarch of magic…?” she asked idly as she tightened her magical grip on the former Princess of Friendship, watching with great satisfaction as Eclipse openly gaped when she saw the rifts, finally comprehending the full strength and sweep of her doppelganger’s enormous power.

“But… this… isn’t… possible!” Eclipse protested weakly, finding her aura completely blocked and interdimensional rifts appearing that she knew took an absolutely enormous amount of magic to open—orders of magnitude over what even the most powerful alicorn could generate! “You can’t be this strong!”

“Not possible for you, perhaps. But me? I can do anything!” Midnight boasted as she tore open a rift right into the ancient Steedgyptian tomb where the portal to Earth now sat, causing even a bound and depowered Nightmarity’s eyes to go wide at the ease with which it had been created.

“That’s right, ‘filly’. You’re completely out of your league with me. Now sit back and watch, feeble excuse for a Queen, as I do what you could not and make this magic-rich world mine!”

Picture credit of pony Midnight Sparkle goes to missgoldendragon on deviantart: https://www.deviantart.com/missgoldendragon/art/Commission-DashieMLPFiM-Midnight-Pony-566509744

39: Midnight vs Eclipse, Part 1

Author's Note

Well, after two years, welcome back to the story, folks! I'm truly sorry it took so long, but my rewrite of Midnight Rising took precedence as I needed it at least mostly complete to set up the ending here. For those of you have read the updated version of Midnight Rising, you'll finally see (mostly) what that griffon arc was all about and what plans Middie enacted. For those of who didn't? I hope that this tempts you to read it to get the whole story.

Well, I could go on, but I don't want to keep you after waiting so long. So let me just post the boilerplate content warning and some mood music, and then I'll set you loose to read this:

Chapter contains: A highly abbreviated reprise of events experienced during Midnight Rising's Enter the Griffons arc, including the magical corruption of an entire city and all attendant fetishes you already know from the story, including cock and ball growth, breast growth, uncontrolled arousal, semi-consensual giving away to full consensual sex, gangbangs, a single female to futa conversion, dissolving clothes, and implied incest. There's also a brief moment of an aroused Spike, but worst of all is a science lesson or two as Midnight flexes on Eclipse, and just plain shows off.

Thanks go to AJ_Aficionado, Silentwoodfire and Silverblade5 for hitting this chapter on short notice, given I had a hard deadline of Halloween night to launch it. That deadline is now met, and hopefully you'll enjoy this as much as they did. Of course, this being Halloween night, here's some appropriate mood music:

Enjoy! And I promise you won't be waiting two years for another chapter this time. Expect another one before Christmas.

—Firesight

39: Midnight vs Eclipse, Part 1

As the confrontation between the corrupted Twilight and ascended Sunset Shimmer proceeded, Starlight Glimmer found herself watching the proceedings in both hope and horror.

Hope that somehow, Sunset Shimmer had a workable plan for defeating Eclipse instead of seemingly offering herself up for surrender. That she had some other trick up her normally human sleeve that would allow her to surprise and take down Twilight before her insanity consumed them all. That there was some method behind the other mare’s madness in presenting herself to Eclipse, and that all the work Starlight herself had done to spring Trixie free to flee across the portal wasn’t for nothing.

And above all else, that the former student of Princess Celestia would save her from being turned into the sexual plaything of Eclipse. For as soaked in sensual scenes and curse-boosted mating auras and pheromones as she was, it was an outcome that she found she increasingly desired, if for no other reason that the agony of waiting for her inevitable sexual subjugation and subsequent corruption would be over with.

Even curiosity over what form she would take, and if she might be able to match Twilight’s power then. For perhaps then she could then turn the tables on her! Show her that the student had surpassed the master! And when she vanquished Eclipse, she could take her place as Queen! Remake Equestria in her image! Take her oldest friend and first crush Sunburst as her stallion, and then elevate him to alicorn to rule eternally alongside her!

And then together, they would rule the two worlds as King and Queen! Husband and wife! Lovers and progenitors of a new alicorn line that would eventually spread her version of Harmony throughout the very stars, binding all the worlds together into a new Erotic Empire of Equitability! Where all would be truly equal and none would be deprived of friendship or love!

Where her praises would be sung, and all would adore her, working to spread her vision of equality throughout the realms!

But her increasingly fevered thoughts of fancy were tempered by the certainty that such dark and dangerous fantasies meant that not only did the curse magic already have hold of her, waiting only for her inevitable sexual climax to claim and convert her—by the sun and moon above, she was already infected with it, and there was no way to purge it! Her fate was already sealed! —but that she still had some very ugly and evil parts of her psyche buried deep within her, waiting only for an opportunity to burst free.

And that knowledge only made her fear her coming conquest and corruption all the more, wondering how many more ponies she would hurt in her attempt to establish some unworkable and completely unnatural utopia for a second time. And even worse, on a far larger scale than she had before.

But even as she watched the initial battle of wits between Sunset and Eclipse unfold followed by the former escaping certain defeat with an incredible, last-ditch attempt at ascension that by rights should have killed her—by the stars themselves, she’d never known there were ways to reach Alicorn-level power on the spot! How could she have not been aware of them? She’d clearly had tunnel vision all this time, missing out on so much that might have helped her one-time quest for true equality—it was only when she saw the epic battle of overwhelming Alicorn might unfold she finally knew where she stood in the pantheon of pony magical abilities.

That being at or near the top of unicorn power still meant that she was far, far below that of an Alicorn. And worse, that even among unicorns, she wasn’t the best. For all she saw out of Sunset Shimmer even before her incredible ascension, it became clear that the long-departed and far-out-of-practice former student of Princess Celestia was a much better mage than her.

It was a hard pill to swallow as not only did she wield an equal level of aura, but she was much more magically learned. Worse, she possessed an arsenal of arcane spells and ancient knowledge that ultimately enabled her to not only risk a one-on-one confrontation with Eclipse without fear of being corrupted along the way, but ascend and challenge her alicorn power directly.

For as awe-inspiring as that ascension had been to behold, and for the strong flame of hope it gave Starlight that finally—finally—somepony might duel and defeat Eclipse before she doomed them all, it only left her reflecting on her own inadequacies as both a pony and a unicorn. Even as she counted and cataloged all the myriad and intricate incantations the ascension rite involved, she realized that even knowing them, she wouldn’t dare attempt them without a great deal of time, preparation, and practice.

And even then she wasn’t sure she could pull it off, lacking Sunset Shimmer’s ironclad will and willingness to endure excruciating pain without letting her focus slip for even an instant. It was simply a quality she didn’t feel she possessed, at least not without something—or someone, to use the odd-sounding human term that she still hadn’t gotten used to—to fight for.

And thus, she was left but a helpless spectator to a duel that would ultimately decide the fate of two worlds. All she could do was witness the epic clash of spells and aura alongside the captured human Twilight and a mare she barely knew named Delta Requiem, who was likewise snared only too easily despite whatever exotic magical art the latter knew. As she watched the two overpowered combatants exchange both insults and incredibly powerful incantations that seemed to be inspired by human shows and video games—she’d tried the latter once or twice but had a great deal of trouble playing given her ongoing unfamiliarity with human fingers—she finally understood what it meant to be an alicorn.

Watching the endless exchange of superspells was bad enough, from both the damage they could inflict and the simple fact that the pair could not only cast but withstand them. But the biggest blow of all to her reeling psyche had been at the very end, when for a single, tantalizing and terrifying instant, she thought the ascended Sunset had beaten Eclipse with a final, incredible magical attack that seemed well-suited to her new name, which Starlight wasn’t sure came from choice or was somehow a byproduct of her ascension—Solar Inferno!

But even that moment of triumph proved short-lived against the magnificent magical mind of a corrupted Twilight Sparkle. Starlight was forced to witness her final hopes crushed as her former mentor decisively turned the tables on Sunset at the very end, using her own mastery of fire against her. And yet, it wasn’t just for that reason that the young mage internally despaired.

For it meant that even if the curse-caused transformation somehow increased her power ten or twentyfold, she was still no match for an Alicorn. It left her wondering again just why she’d never sensed or seen such power from Twilight before—not even in the throes of their battle throughout the various timelines.

Then she really wasn’t lying—she held back on me that entire time? Even allowed me to strip her cutie mark from her when she could have beaten me on the spot? One-shotted me as humans say? But why? WHY? she asked herself over and over in bewilderment, only to arrive at a single, inescapable conclusion:

It was because Twilight Sparkle was, as Eclipse herself had stated, terrified of her alicorn power. Because she was deathly afraid of hurting Starlight, or worse, her friends and the other ponies around them if she fought back or performed anything more than the most rudimentary low-mana magic.

But with those restraints not just lifted but shattered by the curse, and now that Starlight could witness and feel the overwhelming strength of an unleashed alicorn aura, she understood just what it meant to be one. And worse for her, just how little a threat even the most potent of unicorn power was to them.

Compared to them, I’m nothing. NOTHING! The thought crossed her mind even as Sunset improbably fought Eclipse to a standstill and even seemed to have the upper hoof, only to finally fall to the latter’s well-hidden but superbly executed strategy. It was one that the tactician in Starlight had to admit had been a very subtle and well-conceived plan, accepting a massive magical attack that she—and the protective shield maintained by nearly a hundred cyberponies backed by Nightmarity’s inherited Steedgyptian sorcery—could only barely survive as the price for winning the duel and seemingly sealing her victory over not just Sunset Shimmer, but all Tellus.

Her spirit crushed by the knowledge that they’d not only lost the war to save Equestria, but how little she actually mattered to the affairs of alicorns, Starlight slumped to the stone surface she remained bound to, wondering how things could possibly get any worse.

Her mind steeped in despair, she barely reacted as she sensed a sudden and violent stirring of power from within the human Twilight. She’d heard in passing from Sunset during an earlier visit to the human world that there had been some incident regarding her, where she’d suddenly gained more magic than she could mentally handle.

She hadn’t given it much mind, since the bespectacled human Twilight was now their friend and seemingly all was okay with her. But all that was revealed to be the worst and most dangerous lie imaginable as the crying and terrified ‘Sci-Twi’ broke free of Nightmarity’s hexes just long enough to tear off her amulet, causing her alternate and quite insane personality of Midnight Sparkle to erupt out of her.

And then Starlight was aware of nothing but an overwhelming god-like aura that drowned her senses and drove home her utter insignificance. Her synapses sizzling from the sensory overload and her very horn feeling like it was on fire from the sheer amount of magic in the air, her final thought was to wonder if anything she did mattered in the least as her mind shut down in an attempt to preserve her sanity, causing her to black out along with the rest.

The newly emerged goddess that was Midnight Sparkle magically dressed herself in a facsimile of her human dominatrix outfit as she approached her captured quarry, holding her fast within her inescapable magical grasp. She considered her other self lazily for a moment as the still-weakened Eclipse struggled futilely against her revealed power, delighting in the other mare’s shocked expression at finally experiencing the transcendent level of aura her human counterpart possessed.

Despite Eclipse’s disbelief at what her senses were telling her—she’d heard how potentially powerful her corrupted human counterpart was, but this level of magic was unthinkable! Unbelievable! —the former Princess tried to summon up some spine. “Gah! Get your human hooves off me, you unworthy excuse for an alicorn!” she ordered to no avail, trying and failing to cast only for the spell to rebound painfully from her hexed horn.

“Make me—if you can!” Midnight laughed, but then her eyes narrowed and the wind rose around her. “And do not insult me by calling me a mere Alicorn, Twilight Sparkle, for I am far beyond even that!” she proclaimed as a series of interdimensional rifts began to form around her in the air itself; their appearance causing Eclipse to gape.

“Surprised? So only now you learn the truth. But as you spent this entire time denigrating me, I have no sympathy. In fact, it is only at the insistence of my other self that I will not remove your power permanently, though I would personally find it a fitting punishment for your severe misuse of magic,” she said, her thestral-fanged grin anything but pleasant. “And I thought Lemon Zest was bad? After only a single evening of evil, your crimes already far dwarf hers!”

“Crimes? And my severe misuse?” Eclipse snarled, then her lip curled. “This from the human mare who is the very epitome of insanity?”

“Silence!” Midnight ordered, slapping a bond over Eclipse’s mouth similar to the one Nightmarity had used to block Delta Requiem’s spellsinging. It had the same effect, preventing Eclipse from speaking; her eyes could only bulge with outrage and unexpressed anger while her casting ability through her horn remained blocked.

“Ah… much better. Goddess knows I listened to you prattle on for long enough earlier while trapped within my lesser half. So now, the only question becomes your punishment. One both me and my other half will find acceptable…” She regarded a mute and shaking Eclipse lazily as she considered the question, then grinned.

“Ah, the possibilities. You know, so-called Queen, I could simply strip you of your will and make you my obedient servant. I would find endless amusement in toying with you, or perhaps whoring you out to any other demigod beings I might seek to ally with or entertain,” she suggested idly, causing her counterpart’s slitted eyes to go wide as she realized that the threat was not only fully within Midnight’s power to make happen, but that she also had no qualms whatsoever about carrying it out.

“Oh, yes. I could think of two individuals back home who I would love to see unleashed, given how terrified they are of truly letting themselves loose. I might even unlock their psyches so that they could then properly punish you themselves for turning on your own teacher!” she suggested as she cast a second spell that retrieved the crystalized statue of Princess Celestia, setting it down near them.

Eclipse could only gape at yet another impossible feat, knowing that Midnight had no way of knowing where the statue was and thus, should have been unable to cast a retrieval spell on it. But seeing her counterpart seemed struck speechless for a moment, and not just for the magical gag over her mouth. Midnight grinned and went on.

“So this is what you did to your mentor? Trapped her in magic-feeding crystals that leave her witness to everything but unable to affect anything? Sickening. I’m sure that my world’s Celestia and Luna would be more than willing to pass sentence on you, given how teaching is so near and dear to their hearts—they hate seeing respected instructors disparaged more than anything! I daresay that it would be a fitting atonement for your many crimes this Halloween Night,” she said as she slowly circled the other mare from her hover.

“But such pleasures lie in the future. For I would only let them have you after you are punished for your equally innumerable affronts to my name, lover, and power!” Midnight’s expression turned angry as she tightened her grip on the former Princess, dissolving her remaining clothes and armor away until she was stripped naked, with her enhanced belly breasts and new male sheath fully exposed.

“For slandering me and seeking to subvert my beloved Sunset, there is an important lesson in humility to be learned. So I’m not only going to strip you of your ill-begotten crown but conquer this magic-rich world in your place!” she promised, her eyes glitteringas she ripped open a fresh portal into what Eclipse recognized was the Gryphon Kingdom’s Hall of Heroes in its capital city of Arnau, where only a few guards stood sentry as the museum was closed for the night.

They turned to see the glowing portal in shock, but Midnight ignored them. “And now, to drive home your defeat deeper, I’m going to force you to watch as all your grand designs are undone. So tell me, my defrocked and quite pathetic excuse for a pony princess—what was that you were saying about me not being a deity, or the one true monarch of magic…?” she asked idly as she removed the bind over the other mare’s mouth, watching with great satisfaction as Eclipse openly gaped when she saw the rifts, only then comprehending the full strength and sweep of her doppelganger’s enormous power.

“But… this… isn’t… possible!” the former Princess protested weakly, finding her aura completely blocked and interdimensional rifts appearing that she knew took an absolutely enormous amount of magic to open—orders of magnitude over what even the most powerful alicorn could generate! “You can’t be this strong!”

“Not possible for you, perhaps. But me? I can do anything!” Midnight boasted as she next tore open a rift right into the ancient Steedgyptian tomb where the portal to Earth now sat, causing even a bound and depowered Nightmarity’s eyes to go wide at the ease with which it had been created. She then fainted as she realized that even her own enormous power and vast arcane knowledge was now completely useless against the goddess they now face.

“That’s right, ‘filly’. You’re completely out of your league with me. Now sit back and watch, feeble excuse for a Queen, as I do what you could not and remake this magic-rich world in my image!”

“Feeble?” Eclipse’s slitted eyes flashed even as she was held captive with her horn hexed, her arousal ended at least for the moment as she found herself for the first time on the losing end of a power equation. “By Luna’s moon, how could any version of me be so insane or arrogant?”

“Hello, Kettle. I’m Pot. You’re black,” Midnight replied with a grin and a sneer. “I admit I can be a bit over the top at times, but what can I say? That’s simply who I am. I am best described as the id unleashed, to use the Freudian term. And therein lies the point, Princess—be assured that I know exactly what I am and what I can do. But you don’t—at least, not yet. That’s what I’m about to show you.”

“Don’t you dare compare us!” Eclipse’s glowing thestral eyes suddenly flashed bright and for a moment, her eyes cast about the forest to the fallen forms of her forces, settling on Cyber Belle for a moment. “I am nothing like you, you evil and insane sorceress! I earned my power and ascension to alicorn by creating new magic! What did you do except steal it from others?”

“Oh, I stole it? And what did you do to earn your followers or new power except be a victim of circumstance?” Midnight quickly countered as she yanked Eclipse close and held her up before her in front of the portal to the griffon lands. The guards inside recognized her with some shock, and immediately called for reinforcements to deal with what had to be a horrifically powerful threat to overcome an alicorn.

“Victim? Circumstance?” Eclipse shouted in outrage. “All I did was seize the opportunity Harmony itself granted me! All you did was stumble onto a way to siphon magic out of others! And your understanding of it was so dimwitted and limited that you were then dumb enough to unleash it!”

But Midnight just laughed. “Sorry, Princess. Call me an idiot if you like, but you’re only insulting my weaker half! I grant that she acted out of ignorance, but what do I care if it created me? And you’re hardly one to talk. So tell me, what created you except a cascade of coincidences?” she then challenged the other mare, who fell silent at what she feared was the truth of it.

“Yes, Twilight Sparkle. I already know the nature of this ‘curse’, even if my lesser self was too addle-brained to see it. I knew it was coming long ago, and made plans to contain it—along with another threat already gathering unseen. Which is not to say I knew exactly how it was made, but now that I can examine it directly…?”

Midnight made a show of scanning Eclipse with her aura, and grinned. “As I suspected. I have now identified all the myriad forms of foreign magic in you and can see how they were pieced together. An interesting accident of alchemy, perhaps, but that was ultimately all. So for all your posturing, it is you, my dear defrocked sister, who had your new powers bestowed by dumb luck and happenstance!”

“Happenstance? Or Harmony?” Eclipse countered, again making another concerted magical effort to break free. Runes appeared around the base of her horn below the level of the hex for a moment in an attempt to undo those of her more powerful counterpart, but they were swiftly dispersed. “I was bestowed these great gifts for a reason! And that is to unite both realms under my holy banner!”

“Your ‘banner’?” Midnight outright cackled, causing Eclipse’s anger to grow. “Of what? ‘Fwiendship’?” she mocked in a Trixie-like tone. “I don’t think much of it as a concept, but even I know that friendship isn’t friendship if it must be compelled! Sunset Shimmer was right, you know—your rule would bring about the ruin of both realms!”

“Says the sorceress ripping the very bonds of reality asunder?” Eclipse challenged with a glare, her twitching tail starting to droop towards the ground but not quite able to reach it. “Are you so drunk on your power that you don’t understand what unchecked interdimensional rifts like that can do?” she pointed at the portal to the griffon lands, where forces on the other side were still gathering.

“Oh, please, Princess. Unlike you, who blunders her way from one opponent to the next and refuses to look further ahead than her next move, opponent, or partner, I know exactly what I’m doing. I’ve been preparing for this day ever since the Friendship Games while keeping my other self as clueless to my intentions as you! She sought to keep her plans secret from me by using the remnants of the memory crystal? I turned around and used it on her to keep her from learning my intentions! Which just goes to show that I am the only one in either world who can properly plan or wield this level of magic!” she boasted, causing Eclipse to grind her teeth.

“The truth hurts, doesn’t it? You’re only angry because you can now see for yourself that I’m right. Not even your so-called Chaos God over there could challenge me now.” She nodded over to Discord’s fallen form. “Though I grant that from all I’ve heard, he might give me some minor amusement for a minute or two. I would be tempted to revive him for that reason alone. Seeing his spellcasting should also allow me to master chaos magic myself!”

“Challenge him? Then you’re an even bigger foal than I thought,” Eclipse needled, earning a pair of narrowed, aura-rimmed eyes. “I would dare you to duel him, except I’m worried about the damage to reality such a battle would do! And just what do you mean… preparing?” she probed. “You said you saw all this coming? How?”

But Eclipse only raised an eyeridge, never losing her smirk while keeping her forelegs crossed triumphantly over her chest. “Ah, yes. I admit I’m tempted to do the usual supervillain trope and reveal my schemes, but no. Unlike you, I’m not evil, and if I’m going to get on my beloved Sunset’s case for anything later, it’s talking too much when she didn’t have to, giving away the game on where the portal was hidden and not taking you down when she had the chance. So sorry, Princess, but I’m going to get right down to business. And since I’m not going to just hover here loving the sound of my own voice as I detail all my grand designs, I’m afraid that you’ll just have to watch them all unfold instead…”

She trailed off as she turned them both to face the portal to the Griffon Kingdom, where the green-armored guards had formed a Magus-backed battle line in front of the glowing portal with shields and spears at the ready, the latter tipped with crystals that both Midnight and Eclipse could instantly sense were intended to disrupt spellcasting, able to pierce metal and magical shields alike.

“Not evil?” Eclipse repeated in disbelief. She watched the approaching griffons warily, her mind racing, grappling for one of her contingency plans only to realize that at the moment, they were well out of reach. “And you’d better not hurt them…”

Midnight took visible offense at the statement. “Hurt them? Of course not! Just as I told your Delta Requiem, I may be a dark goddess, but I am most assuredly not an evil one. For if I was, I would enslave the griffons just as your King Sombra and Nightmare Moon once tried and failed. And as you planned to, turning them into your own personal army subservient to your rule and will!” Her aura-rimmed eyes narrowed.

“No, Princess, it’s quite the opposite. Though I said I would conquer this magic-rich realm, I consider it far more a form of liberation. For I’m not only going to help the griffons realize their full potential in both making love and war, but for being the preeminent military power of Tellus with bodies perfectly adapted for both sex and soldiering, I fully intend to make them this world’s saviors!” she proclaimed as she charged her alicorn horn and gloved hooves with a fresh spell and fired it right through the portal.

But instead of a beam, it emerged as a spreading wave of magic that washed over the gryphons and into the walls and statues surrounding them, even passing right through the magical shields that four griffon mages had erected to contain the magical rift to infuse both the soldiers and their surroundings.

The green-armored soldiers—Paladins, Eclipse remembered they were called, being the Kingdom’s equivalent of Celestia’s royal guard; elite soldiers tasked with protecting both their Queen and the Capital city of Arnau where the Kingdom’s greatest national monument called the Hall of Heroes was located—froze as the magic reached them and soaked into them to no noticeable effect, leaving them glancing at each other in wary confusion while even the stave-wielding mages were equally uncertain, not understanding what had just hit them.

“What did you just—” Eclipse also didn’t know the purpose of the complex and potent incantation that Midnight cast, except to recognize that it was some kind of complicated magic release spell of a type she’d never seen before. Such spells were used to unleash or otherwise awaken dormant magic stored in stone or crystal, though this one also possessed an even more powerful and unbreakable version of the imprint incantation that Sunset Shimmer had used to prevent her from retrieving the portal to Earth.

“And you call yourself the mistress of magic? Yet again, you disappoint me, Princess. For if you had any magical awareness at all, you would already sense the incredible evolution about to occur. An evolution that in fact happened once already, even if it had to be temporarily undone!” Midnight proclaimed grandly.

“But then again, perhaps I expect too much of you, Twilight Sparkle, given your clear lack of vision. For as carefully hidden and deeply buried as my seed was planted all those months ago, it will take a few moments for it to absorb my power and awaken. But be assured, it is coming—quite literally! Now wait for it…” Midnight then directed in eager anticipation.

“Wait for what?” Eclipse demanded to know as she recognized the same question on the faces of those griffons who understood Equish, all of whom were watching them warily.

“This!” Midnight announced as the crystalline wall sconces and ends of all the Magus staves suddenly ignited with a fierce purple glow. Despite the efforts of the shocked griffon mages to silence their disobedient casting tools, their magical emissions swiftly turned into a swirling whirlpool of energy that somehow both emitted a massively powerful mating aura, while also simultaneously sucking matter into itself selectively.

Acting like a gravitational singularity whose pull only affected clothing and weapons, they swiftly stripped the armored griffons of not just their armor but even their protective enchantments, leaving them naked and unarmed except for their beaks and talons. And also uncontrollably aroused as their cheeks flushed, wings stiffened and their beaks fell open to witness their own male and female attributes alike begin to enormously engorge.

The tiercels sat back and gave repeated invocations to their Ancestors to see their spears and sacs swelling to impressive size, reaching stature that might even satisfy a Saddle Arabian. Quartets of eagless mammaries likewise grew prodigiously large beneath female griffon bellies; the effect redoubled as they saw and scented the massive amount of male arousal around them, involuntarily raising their tails high to expose their already puffy and glistening erotic orifices.

The males held back from the implicit invitation, at least at first. But it quickly became almost impossible as whether eagless or tiercel, their wings rose from their sides and feathers splayed so hard that their full wingspans couldn’t help but touch each other. Stiffened pinions brushed or even outright locked with those of their comrades, eliciting a series of startled squawks and some stumbles as the sexually sensitive surfaces were stimulated.

Through it all, the spell continued to hopscotch from sconce to sconce, stave to stave and even statue to statue as it moved in both directions down the great Hall of Heroes, though the latter didn’t immediately move or alter. The murals on the walls and ceiling did, however, as they shifted from showing the great battlefield victories of griffon history to depicting them won not by force of arms, but by sensual submission, showing well-endowed griffon warriors sexually subjugating their enemies by mounting males or simply weaponizing their own mating auras just as Midnight had, making their foes so aroused and desperate to rut that they couldn’t fight back.

The griffon males were likewise so desperate to relieve their newly overwhelming urges that they began making out with or outright mounting their comrades, and didn’t even care much if they were male or female. Even their eagless commander was suddenly pounced and thrown to the stone floor by several of her subordinates who began to mercilessly molest her, with the younger tiercels especially quickly discovering the pleasing size and feel of her large and still-swelling belly breasts.

Though she mildly protested at first, she ultimately didn’t resist and was soon begging for more as multiple sets of foretalons ran over her feminine form, freely fondling her quivering flight muscles and four jiggling melon-sized mammaries capped with thick protruding teats.

Within a minute, no less than three phalluses were sunk to the hilt inside of her beak, sex and sphincter while still others sought entry, with additional males availing themselves of her breasts, pressing them into the sides of their thrusting organ. Within seconds more, they had emptied themselves all over and inside of her only to find that they were ready and eager for additional ruts, allowing other guards to take their place while they sought new partners of their own.

“By Celestia’s sun itself…” Eclipse whispered almost reverently to see the intimate incantation in action, watching raptly as the previously disciplined and duty-conscious guards slowly surrendered to their altered bodies and awakened desires, her own phallus beginning to grow to full size despite her magically bound form.

Midnight watched her with a smirk. “Oh, you like that, Queenie? Not a bad piece of magic, if I do say so myself. For the record, it’s called the ‘sexual singularity’. But in fairness, I can’t claim credit for it. I may have enhanced and tweaked it, but a Changeling Hive that lived in the Griffon Kingdom invented it in another reality. Only their Queen was powerful enough to cast it, and she only used it very sparingly given the massive amount of ‘mana’, as you call it, that was required. But as that’s not a problem for me, it was just too good a spell not to steal. And now the griffons will know it, too! It is but one of many gifts I now bestow on them.”

“And by Luna’s moon…” Eclipse watched slack-jawed to see the instant curse-like effects her counterpart had created, one that seemed to not only equal hers in terms of sexual skill, but worse, far dwarfing her own slower-spreading version as it swiftly propagated throughout the Hall, infusing all griffons it touched—even well-learned and shield-protected gryphon mages. “I must admit, Midnight Sparkle, that I truly was limited in the scope of my sexual ambitions! You have opened my eyes, and for that, I will thank you.”

“Ah, so you finally see the truth? Impressive, isn’t it? But wait! There’s more!” Midnight said grandly, forcing a slack-jawed Eclipse to watch as the solid onyx statues of griffon and other Kingdom heroes past—the griffons were insistent on honoring not just their own kind, but all those who had served them in peace or war, Eclipse dimly recalled, whether pony or any other race—then morphed with groans of creaking rock to stand up and take very provocative poses, showcasing their male and female attributes to their audience or even inviting them to avail themselves.

Their exquisitely chiseled sacs and spears swelled to impressive stature as the griffons around them watched agape. Even the statues of eaglesses were affected, with tails raising high over their backs to show off their puffy pussy lips—Eclipse never liked that human slang, but in the presence of her human counterpart, she somehow automatically assigned it the term—and inviting anal orifices as the quartet of breasts beneath their bellies took pleasingly round and plump shapes, while their talons reached down alternately to grope their mammaries or stroke their spears.

Or in a few cases, spread their visibly swollen lips wide to allow visitors to peer into their depths, further inviting them to avail themselves of their statues.

Midnight watched the conversion of the Hall of Heroes with great satisfaction. “Ah, at last! Behold, Princess Twilight Sparkle, the rebirth of the great and noble Griffon Kingdom as the all-powerful and supremely sensual Gryphon Imperium!”

“The… what?” Eclipse blinked. “I’ve never heard of such a thing!”

“You wouldn’t, because it didn’t exist here. Before you ask, I found it out in the infinite expanse of the multiverse—an alternative version of the Kingdom that had already accomplished what you set out to do: conquer the world not through force of arms, but sheer erotic ability, turning desire and sexual prowess into their race’s greatest weapons while simultaneously not letting their prodigious passions overwhelm them to the point that they could no longer function as a society,” she mused, watching the spell continue to spread throughout the great hall until its conversion was complete.

Eclipse then ripped open additional portals to the left and right of the main one showing the outside of the Hall as the spell then continued to propagate throughout all Arnau, jumping from crystal to stave to statue to convert each of them in turn until the entire Kingdom capital was suffused with the magical release, which steadily altered all its inhabitants within and even the statues outside, whether life-sized or the size of dragons.

“I then let it leak into this world so it would alter it to match, but even after my defeat, I ensured I could bring it back. Those onyx statues of heroes past the griffons so revere proved the perfect vessel for my magic, keeping a dormant spell stored almost indefinitely and even ensuring it remained hidden until I was ready to unleash it. You will find this altered Kingdom more than a match for your forces, and more to the point, able to fight and defeat all future threats. Though to be sure, it was far more for the latter than the former, since I foresaw that you wouldn’t have a big enough force to be threatening by the time I intervened.”

Eclipse gave her a glare, her initial awe giving way to anger again as she was talked down to. “Foresaw? How, you accursed and hideously overpowered excuse of an alien Alicorn?”

“Temper, temper, Twilight.” Midnight wagged a hoof at Eclipse just as Sunset had done earlier, causing her rage to swell further and her fur to start smoking. “And don’t bother taking your fire form, Queenie. It may double or even triple your power depending on how angry you get, but that’s still nothing compared to me. So it will only drain you quicker, and I would hate for you to be so tired that you can’t appreciate the unfolding of my grand design.”

With great effort, Eclipse swallowed the explosion of searing heat and anger-fueled magic that was trying to burst free from her. “We will see, Midnight Sparkle. Underestimate me at your peril. So just how, by Celestia’s impressive apples, did you know all this was going to happen?” she asked with a flicker of her eyes over to her former mentor’s statue.

“Ah, yes. I suppose this is another instance where it’s better just to show you than tell you. But this time, there’s no trick to it except needing a truly godlike aura to accomplish,” Midnight replied lazily, igniting her horn and then simply firing an energy beam at a random location in the air, feeding a massive amount of magic into a single infinitesimal point.

“Wait, what? What are you—” Eclipse began in some initial confusion at the seemingly purposeless magical feed, her slitted eyes first narrowing and then starting to widen in fear. “Wait! No! You can’t! You’ll destroy us all if you do that!” she claimed, starting to struggle.

“Oh, I don’t think so. You have nothing to fear,Twilight Sparkle, because I have no intention of hurting you or this wonderful magic-rich world. After all, this is the second time I’ve done it!” she announced as the area around the point began to warp the very air around it, bending the light behind it like a funhouse mirror.

And then abruptly, it turned black in the center and then expanded outwards into a beach-ball sized object, severely distorting what lay behind it into a ring of smeared light.

“And there you are! What do you think, ‘Queenie’? Midnight asked as she floated the impossible object closer for a gaping Eclipse to inspect, who could feel the very heat being leached off her as grasses and nearby branches bent at least weakly towards the object.

“It is exactly what you think—an actual black hole, made from a simple but massive concentration of magic. For just as you could theoretically make one out of enough light concentrated in a small enough area as long as enough equivalent mass fell within the Schwartzschild Radius, the same holds true for aura. For Einstein’s immortal if oversimplified equation E=mc2 holds for both realms, and magical energy translates to mass as well! So are you impressed? Amazed? And do you finally comprehend just how badly you’re out of your league with me?

“Impressed? Amazed? Maybe of your recklessness and callous disregard for the safety of everycreature on this planet! Are you out of your human-damned mind?” Eclipse stared in abject terror at the weapon of mass destruction that Midnight had created from pure concentrated magic, whose horrific world-rending gravitational pull was only held in check by her spellcasting. “That thing could kill us all!”

“Asked and answered,” Midnight replied easily as she started the orb spinning with a series of flicking motions with her hoof like she was spinning up a basketball on the end of her finger, causing the area of distortion around it to become more ovoid. “Just as my magic created it, I can restrain it simply by selectively manipulating the flow of time around it. This slows its pull on everything to a proverbial crawl, thus preventing it from ripping your world to shreds. But I’m not done yet…” she trailed off as she continued to spin it faster until finally it was moving at blinding speed, with the area of distortion flattening out horizontally until finally…”

Eclipse blinked as the object became see-through again, showing a chaotic scene inside. “And there we have it. This is how I foresaw this night, Princess Twilight. And in case you’re not up on our sciences, humans call this a naked singularity—a black hole stripped of its event horizons by either massive electrical charge or sheer speed of rotation. Such an object opens a usable Einstein-Rosen bridge—i.e., what we call a wormhole—which can be used to reach all points and times throughout not just our universe, but the entire multiverse!” she recounted in a tone of giddy glee.

“And though I haven’t tried passing through it yet, I can interface with it to see alternate universes and potential futures. That’s how I knew about the Gryphon Imperium. And that’s how I knew that this curse, which was but a pale imitation of my power, was coming six months ago.”

“Then you’re an even bigger foal than I thought! For I don’t have to create it to know that such an object can only show you any future except our own!” Eclipse spat out.

“Very good, Twilight. Maybe some of your CHS schooling took after all,” she mocked. “I’m sorry if you feel that’s too much of a gratuitous display of my magic, but I didn’t just make it to show off. I actually promised it as a reward to someone else for helping me during the CHS Friendship Games. And unless I miss my guess, she should show up any second now…”

As if on cue, there was a sudden flash of light that resolved itself into the form of the Highborne High Priestess.

“A shroudless void…” she whispered in pure reverence even as her clothes evaporated right off her, leaving nothing but her alabaster body and glowing gold eyes staring mesmerized at the exotic celestial object before her. “A potential gateway to all places, times and realities! It exists! By the stars and the eternal line of all thirty Juniper Neptunes, it exists!” she proclaimed in a tone of pure joy as she fell to her knees, tears of happiness streaming down her face.

Midnight smiled at the reaction. “Ah! There she is. It is good to see you again, Juniper Neptune the Thirtieth. As I recall, you had much the same reaction to seeing it previously. Do you now remember me and the events of Earth six months past? Or shall I jog your memory magically?” She held up a hoof charged with a spell.

“Events… yes…” the High Priestess said, squinting at Midnight for a few seconds before her eyes widened. “Yes!” she then said more forcefully before she gave a low bow with her wings flared wide, barely even noticing a disbelieving Eclipse. “You are… Midnight Sparkle. The ascended form of the human Twilight Sparkle. You appeared on Earth and first created this holy object there! And even then, I was drawn to it like a moth to flame, opening a portal from my own temple to reach it! But why didn’t I remember this?” She looked uncharacteristically befuddled for a moment.

“I’m afraid that I am in part responsible for that, High Priestess,” Midnight said apologetically. “I’m not sure how much you recall, but things didn't go quite as planned. Following my… setback, I was forced to wipe memories, including your own. But as I foresaw that defeat was at least a slight possibility, I prepared this contingency plan months ago before battling Daydream Shimmer, during my initial emergence at the Friendship Games of CHS,” she explained as the fair-furred thestralcorn stared mesmerized at Midnight’s cosmic creation.

“It was my assurance that even if I was momentarily vanquished, this ultimately destructive ‘curse’ could be overcome by the only society equipped to properly handle such an extreme level of desire. And could then fight and defeat the threat to follow.”

“Threat? What threat?” A flustered Eclipse demanded to know as she saw the High Priestess bow down before her counterpart and realized that she couldn’t count on her help. “A bigger threat to this world than you?” she then asked, to which Midnight gave her an annoyed look.

“I suggest you watch your tongue and your manners, corrupted Queen. Or at a minimum, I may yet mute you again,” she warned before turning back to Juniper Neptune.

“I promised you this ‘holy object’ as a reward for allying with and aiding me back on Earth, High Priestess. I am a goddess of my word, so I surrender it to you now. Use it as you see fit, with the understanding that I might occasionally wish to join you on your sojourns into the multiverse,” she said with a raised eyeridge. “As we have yet to attempt passage through it, I would very much like to be there for the inaugural journey.”

“Of course…” Juniper Neptune looked uncharacteristically giddy as her ever present erection surged to full attention, though Eclipse wasn’t sure if it was due to Midnight’s all-powerful mating aura or her simple excitement at getting hold of a celestial impossibility that could conceivably make all of her line’s longstanding dreams come true. “You honor me with such a godlike gift, Midnight Sparkle. I am in your debt. And I am yours to command forevermore!”

“Why thank you, High Priestess. I accept your oath, and knowing that loyalty is a hallmark of your line, I will otherwise leave you alone to manage your own affairs. There, you see, Twilight Sparkle?” Midnight then boasted as the High Priestess took the naked singularity into her aura and began to very slowly nudge it towards a portal that she opened to what Eclipse recognized as the inner sanctum of her temple. “That is how you win the loyalty of powerful beings instead of sexually compelling it.”

“By giving a potential foe a weapon of mass destruction?” she said weakly, to which the High Priestess shot her a glare.

“I swore no oath of loyalty to you, Princess Twilight Sparkle, nor would I in your current cursed-crazed state. Princess Luna ordered me to contain your threat, so I did, but with Midnight Sparkle here, that is no longer necessary. Though I grant she can be a bit… grandiose, she already proved to me in our previous encounter that she is ultimately a benign influence who only seeks knowledge and to protect sources of magic,” she said with another bow towards Midnight, who dipped her head.

“And if the cost of receiving this great gift is a few sexually liberated but ultimately stable societies, then so be it. But having heard your designs as I eavesdropped on the battle between you and Sunset Shimmer? I cannot say the same for you, so-called Queen. To me, the only weapon of mass destruction here… is the dystopian vision that you sought to impose,” she announced dismissively as she floated the exotic object through her own rift, which rippled hard with its passage.

“How dare you…” Despite her protest, Eclipse held her breath for a moment, fearful that the interdimensional passage alone would disrupt the protective enchantments restraining its gravity from ripping the world apart. But nothing happened, as the impossibly dense area of distortion simply floated placidly into place over a pedestal which then enveloped it in an additional magical field.

“There. From here on out, its protective wards will be sustained by the near-limitless cosmic power of my Batican Temple, which draws from the Twisting Nether itself. And there it will stay forevermore, in the care of the High Priestess of the Stars,” she promised as she stepped through the rift herself. “Be assured, Midnight Sparkle, that as it is the key to fulfilling all of my line’s grandest designs, I and all Juniper Neptunes to come will defend it with our very lives!”

“I would expect no less,” Midnight said in great satisfaction as she watched the thestralcorn mare pass through the portal. “Be well, High Priestess. And expect me to visit later, once my purpose here is fulfilled and I am satisfied that all is well.”

“I look forward to it, my glorious and generous goddess,” Juniper Neptune replied with another low bow. “I will tell my acolytes to expect you and to have my finest Highborne wines available. And as my services are no longer needed to maintain the quarantine around Ponyville, I will leave the final disposition of this curse and self-described Queen to you as I begin the long process of communing with this wonderful creation,” she said with a near-giddy note, only to catch herself as she thought of something else.

“I would ask, however, on behalf of Princess Celestia and Luna, that you not hurt or do anything permanent to your corrupted counterpart. For they would say that she is most certainly not herself right now.”

Eclipse gave her a glare as Midnight replied with a nod and a smirk. “For as much as I wish to punish her, I suppose not. Much like Lemon Zest before her, she knows not what she does and thus, I must show her. Very well. I give you my word, Juniper Neptune the Thirtieth,” Midnight said as the High Priestess nodded.

“Thank you. And if I may trouble you on one other minor matter… I now recall that I took several human acolytes on your world—their names were Indigo Zap, Sour Sweet and Sunny Flare, if I remember correctly. Perhaps you could send them to me later so I can train them properly? Be assured that my mastery of time magic means they will miss no school, given I can put six months worth of lessons into six hours.”

“Those three? Well, I suppose, even if I don’t really understand what you see in them. Still, as I admit I’m somewhat curious to know what they look like in Highborne thestralcorn form, I’ll deliver them to you later, High Priestess. Though you might need to jog their memory a bit,” she warned with a wry grin. “I’m sure that sucking on your cock will do the job.”

Her words earned a laugh. “As it should. That is one of the many pleasures of my position, and an homage to me that all my acolytes are expected to perform,” she replied in equal mirth as she sealed the portal behind her.

Once it disappeared with a final ripple of distortion that quickly cleared from the air, Midnight turned her attention back to a visibly seething Eclipse.

“Now where were we, my dear Queenie…? Ah yes. Abject humiliation!” she proclaimed as she turned them both back to face the griffon lands, opening a series of additional portals through which they could watch the conversion of the Kingdom’s entire capital city. “You and your ‘curse’ took all night to consume but a single town. But watch as my previously planted seed engulfs and evolves the entire expanse of Arnau and its half-million inhabitants in mere minutes!”

“But…” was all Eclipse could sputter as the truth of the statement was made plain. She could only watch helplessly as the wave of irresistible magic overtook the griffon and earth pony population of Arnau alike—the latter were called Caleponians, descended from earth ponies who emigrated to the Kingdom centuries earlier to aid them in agriculture, she recalled—causing arousal and anatomy enhancement of all and outright orgies to erupt in everything from crowded pubs to between parents and offspring in simple single-family abodes.

It proceeded very quickly apace as the populace, and soon the royal palace of Queen Molyneux herself, fell under the influence of Midnight’s swiftly spreading magic. It even overtook the Queen as Midnight opened a portal directly into her bedchambers, which she slept alone in at the center of a large room with an open balcony on a circular bed.

“Ah, the mighty Queen Molyneux, or ‘Moly’ as both the Principals and Princesses know her. She’s the headmistress of Kingdom Academy on Earth, and by all reports, you don’t ever want to mess with the human version of her. As a school head, our two Principals respect her. But as a head of a powerful nation? Even your Princesses see her as a peer. She is as intelligent and well-protected as anycreature in the Kingdom, as you would term it. But not even she is immune from my magic, which has been lying in wait.”

As they watched, the statues and murals of her royal chambers morphed into far more sexualized versions of her family, including unlikely and rather incestuous scenes of sexual encounters and conquests past.

Though she didn’t immediately awaken, the Queen stirred and licked her beak as a large growing bulge suddenly appeared beneath her thin blanket in the vicinity of her hindquarters, pushing steadily outwards.

“Vesuvius… take me, my mighty and magnificent Dragon Lord…” she murmured as she suddenly rolled over from her side onto her back. The bulge popped upward and continued to steadily rise, causing the blanket to slide off it with a slightly slick sound of moving silk, revealing a massive bulbed griffon phallus and equally impressive quartet of still-swelling mammaries.

She even sprouted a surprisingly ample set of male testicles just over her slit as her new organ began to steadily ooze onto them. As if sensing her new attributes, she reached down her belly to start groping her newly enormous breasts with one set of talons as she stroked her imparted organ like she was already well-acquainted with it with the other.

“There we are…” Midnight said in satisfaction. “A full and impressively endowed futa, as befits the Queen of all Gryphondom.”

“But that was my plan for her…” Eclipse protested, to which Midnight only grinned.

“Oh? Then I guess I beat you to it, Queenie, by about six months. And the fact that these gifts come from me means that she will not obey you, not that I would have expected her to anyway. But I do so hate to see her pining for her lost Dragon Lord. She really did seem to love him—once she was increased to adult dragon size and fought him to a standstill, anyway. I was considering just letting her guards have her again, but I respect her too much to let her be gangbanged for a second time by her subjects. So…”

Midnight opened a fresh portal into what appeared to be the Dragon Lands off to the side of her bed, judging by the glow of lava and the smell of sulfur that suddenly wafted through to reach Eclipse’s now-hypersensitive nose.

The odor caused the Queen to awaken. “What…?” She then looked down at her body to see what she had become. “I am… restored?”

“Indeed you are. Greetings, Queen Molyneux,” Midnight called out, causing the griffon monarch to turn her head in surprise. “It is good to see you again. I trust you remember me?”

“Midnight Sparkle…?” the Queen dimly recognized, then noticed a shocked Eclipse. “And Twilight Sparkle? But how has she been turned into a thestral? And why is she your captive?”

“Because she is cursed, and I am here to cleanse it.” Midnight grinned at her counterpart, who glared back. “My apologies for visiting your bedchambers unannounced, but I have returned to deal with my corrupted counterpart here. She has been infected by a magical sex virus and was planning the subjugation of your entire Kingdom in order to install herself as ruler of the world. But you already know by now that I have no such designs on you, Queen Molyneux. I wish only for you to realize your full sensual potential, which I am restoring to not just Arnau, but your entire Kingdom as we speak.”

“I see…” Molyneux said as she sat up on the bed, ignoring her arousal, then turned her withering gaze on an altered Eclipse. “Then is it true what we were told by Princess Luna, Twilight Sparkle? That you have turned evil? Even turned on and imprisoned your own mentor?” For a moment, her aura turned as dark and intimidating as that of Midnight herself. “Know that if you harmed Celestia, it is not her wrath you must fear.”

“My name is Queen Eclipse!” the former Twilight claimed, slightly shrilly. “And I had to! She couldn’t handle the power imparted to her and pledged to turn tyrant, ruling all Tellus as Empress! For all our sakes, you must not listen to this abominable human copy of me, Queen Molyneux! I am not your enemy! She is far more insane and evil than I could ever be! And worse, she wields the undeserved and unchecked power of a god!”

“I am indeed a god. But am I insane or evil, Queen Molyneux?” Midnight challenged. “As my unleashed magic is also restoring your memory, you recall my last visit, do you not? Did I not treat you and your race well?”

The Queen’s gold eagless eyes narrowed even as they went distant. Her restored male organ twitched and spurted in memory as she recalled everything that happened that day, but despite the obvious headiness of whatever she was recalling, the Queen kept her composure and faced Midnight evenly, speaking to her as an equal.

“Well is a very subjective term, Midnight Sparkle. I certainly recall that you rather forcibly imposed some rather particular changes on us, overwriting our reality with another far more… virile one you found somewhere out in the ether.” She motioned down her body even as she couldn’t resist giving herself a lingering caress.

“But as you can plainly see, it would also be a lie to say that we did not ultimately enjoy it, and even welcomed it in the end. Much to my surprise, this feels normal and natural to me, as did everything that happened that day. Even if I ended up at least briefly the tuck toy of my own Praetorian guards and ultimately had to… settle who would rule the Kingdom with the local Dragon Lord.” She shifted uncomfortably on her bed and licked her beak again.

“So you did,” Midnight agreed amicably. “And I say again that I had no part in that duel’s decision. You challenged him and fought for the supremacy of both races without any help from me, earning each other’s respect and loyalty along the way. And though I enhanced your existing anatomy, it may interest you to know that I did not give you your male equipment, Queen Molyneux. They are simply a reflection of you in that alternate reality that I allowed to leak into this one.”

“You… what?” Eclipse gave her a shocked look. “Allowing another multiversal reality entry to this one? But that could have a cascade effect across all realities! And you call me insane?”

“Silence, Twilight Sparkle!” The Queen spoke sharply, causing the door to open as her rutting sentries abruptly remembered their duty and rushed into see the commotion, their armor having evaporated off from all the sexual singularities, with their wings rigid and greatly engorged organs hanging stiffly before them.

“When you are in my presence, you will show proper respect! You call yourself a Queen, but you have categorically not earned that title in my eyes, nor those of the Kingdom! Or are we now the Imperium…?” she abruptly remembered as she held a halting if partially stiffened wing towards her guards, who were shocked to see the scene before them.

“Though that is the name of the Kingdom in the alternate reality I used to affect this one, that choice is entirely yours, Queen Molyneux. And that is the difference between me and the Princess here. I may occasionally visit, but I will leave you to your own affairs and charge you with protection of the entire world of Tellus.”

“I see. If you are altering us again, I assume you are also altering the Vesuvius dragon clan as well. Then where is he?” she suddenly asked in a deceptively mild tone, though for just a moment, Eclipse thought she detected a note of something close to schoolgirl excitement in the Queen’s sixty-year old voice. “Where is Dragon Lord Vesuvius?”

“Well reasoned and deduced, Queen Molyneux. But I would expect no less from a being as sharp and intelligent as you. As for the Dragon Lord himself, he is waiting for you,” Midnight nodded at the portal to the Dragon Lands. “I would not wish to keep the two of you apart, so by all means, go to him. Be assured that you are quite fireproof now, just as you were then. And can restore your adult dragon size at will in his presence. That is my greatest gift to you.” She bathed the griffon monarch in another spell.

“Then you truly do wish us well. And this ‘curse’?” Molyneux prompted, though she was clearly as eager to go to him as her sentries were to pounce on her, seeing her new and far more powerful futa form, which even Eclipse had to admit somehow suited her. “We were warned of its presence by an emergency message from Princess Luna relayed by Princess Cadance, who told us that Princess Twilight had gone mad and to be on guard against her. I had ordered my Magus and the Council of Crows to start devising counter-curses and ready our anti-Alicorn failsafes, just in case.”

“I see. I was unaware that she had contacted you, but I suppose I should have expected no less,” Midnight gave Eclipse a triumphant grin as she spoke.

“For as much as I might like to see those failsafes in action so my second self would be humbled yet again, you needn’t worry about her or anything else. My magic means that you are now immune to this curse, and easily the equal of any army or alicorn it creates. For you, noble Queen of the gryphons, were my contingency plan in case I couldn’t be here. You and your entire race, along with the dragons,” she explained shortly.

“Contingency?” Molyneux echoed, as her sentries fought with all their will to stand at her side without giving into the almost unbearable temptation to grope and even outright rut her.

“Yes. I saw you as most able to resist it even without my presence along with… any threats to come later. But as I am here, there is nothing to fear. So, enjoy yourself along with your subjects, and don’t worry. I already promised not to hurt the Princess here, even for as obnoxious and insufferable as I find her.”

“I’m obnoxious and insufferable?” Eclipse asked derisively. “Who do you take me for, ‘Sci-Twi’? Yourself? Or maybe Sunset Shimmer?”

Her words earned a sharp hiss and even some narrowed eyes from the Queen. “Do not call me that name or slander my cherished Sunset again, Twilight Sparkle,” Midnight warned her, a sudden flash of lightning and rumble of thunder behind her punctuating her words. “For even without her ascended forms, she is my beloved no less than the Dragon Lord is that of Queen Molyneux. Once she is a goddess again, we will rule the realms eternally as both masters and mistresses of all magic.”

“Then as long as that rule is benign, we will have no issues,” Queen Molyneux said amicably as she got out of bed and stretched languidly in front of her raptly attentive guards; her previously middle-aged muscles rippling and spine arching at the wave of pleasure that went up it at the sudden surge of additional blood into her supremely sensitive breasts and tiercel spear.

“By the Ancestors...” one of her male sentries muttered, his eyes roaming hungrily over her hybrid form.

“She is so powerful and virile...” one of the eaglesses agreed. “Such a worthy ruler of our race! It would be an honor to be bred by her.”

Their words earned a reproachful stare from Molyneux. “I belong to the Dragon Lord alone, my loyal guards. Only he or my long-passed father may rut me at will,” she informed them, turning to and bowing before the golden statue of her sire in a corner of the room, where his life-sized sculpture was depicted as standing upright and arching his back in mid-orgasm, his foretalons making squeezing motions against an imagined figure he held tight against the impressively large phallus that rose from his lap. “As for the rest of you, if you wish my sexual favor, then you must earn me through loyal service and unmatched combat ability. Is that clear?

“Yes, My Queen!” they all shouted as one, thumping their bare chests with their fists hard enough to cause eagless breasts to wobble and tiercel phalluses to twitch and spurt.

“Good.” She then turned her gaze on Eclipse. “And as for you, Princess Twilight, know that Sunset Shimmer redeemed herself in my eyes as well. I saw for myself how she had changed and even received her heartfelt apology for how she once was, so you would do well not to disparage her before me,” the Queen informed the former princess, causing her to fall silent.

“In any event, I thank you for coming here and explaining yourself, Midnight Sparkle. Though I would ask that next time, you present yourself to my court properly instead of simply barging in. Even for a self-described goddess, I would prefer that proper protocols be observed.” She raised an eyeridge at her, then glanced back at her quartet of guards, whose wings were rigid and tiercel cocks were equally erect, drooling a steady stream of clear fluid onto the floor.

“Of course, Queen Molyneux. I suppose that tradition and bureaucracy are ultimately forces that not even a goddess can overcome,” Midnight said with a twinkle as she bowed low.

“This was simply a social call. Be assured that both I and Sunset Shimmer will visit later, once my work here is done. As for your Kingdom, my magic will soon spread throughout all Aresia, and your society will settle nicely into its new and far more sensual existence over the next week or so… though I suppose you might be slightly fatigued and hungrier than usual by the end. I will ask Equestria to ship you additional food in the meantime, as I likewise mold them properly.” She gave a fuming Eclipse another grin and wink.

“As for this ‘curse’, I will cure it and replace it with something far more… sensible and societally stable, and purge my other self of her evil ambitions. But for now, I will take my leave, Queen Molyneux. I know you miss Dragon Lord Vesuvius, so be assured that he now remembers and misses you. I have let him know you are coming, and as you can readily see, he has already dispatched some of his adolescents to receive you.”

She nodded through the portal, which showed a group of male dragons lining up on either side of the rift, their dual cocks deployed and erect while their newly regained phallic shoulder tendrils were already waving about as if in offering.

Queen Molyneux glanced at them and grinned. “I see. Then far be it from me to keep an honored ally waiting! So to my side, my loyal Praetorian Guard! If I am to visit a foreign ruler, it must be with an entourage,” she ordered her slightly dazed and quite-naked sentries to fall in behind her.

“By your command, my beautiful and sensual Queen…” the head of the sentries said, staring fixedly beneath her upraised tail. “But may we spend some time with the drakes and drakinas while you are communing with the Dragon Lord…?”

The rest of the exchange was lost as Midnight sealed the rift behind them. “Ah, I truly do like Queen Molyneux. She is what a ruler should be. You could take a few notes on leadership from her, my lesser self,” she said, giving Eclipse another verbal slap.

“Well, you’re right about one thing, you obscenely overpowered idiot. I do look up to her as a model ruler. But what you don’t realize is that after witnessing your power, she’s going to make contingency plans… for dealing with you!”

“I would expect no less from her, or the griffons,” Eclipse said with a shrug. “That is why I chose them as my champions, and I would do the same in her place. But it doesn’t matter. What is important is the Kingdom is safe. For they are the key to securing the survival of both worlds.”

“Spare me. What I understand is that you are completely mad with power, and thus automatically a threat to everycreature!” Eclipse accused.

“Perhaps a threat to you, Twilight Sparkle. But be assured that I am no tyrant, but merely a seeker of knowledge. I do not conquer or corrupt for its own sake, unlike you.”

“You cannot be serious…” Eclipse stared at her in disbelief. “From what Sunset Shimmer said, you corrupted all of CHS, half of Crystal Prep, the entire capital city of the Griffon Kingdom and two large dragon clans just to see what would happen!”

“Yes, but it was all for the sake of science. A great experiment, and one I daresay all involved considered a rousing success! But what role did you play in the spread of this curse, Queen Eclipse?” She then teased as she floated over with her to examine the felled forms of Eclipse’s army, bathing them briefly in her aura.

“Very little, from what I gather. I see from their memories that you in fact fucked very few of them, so you can claim next to no direct conversions. Instead, you had others do your dirty work for you.” She mocked her in full view of another rift, through which they could see the Saddle Arabian lands.

“Do not use that ugly human word in my presence!” Eclipse ordered, sparing a brief glance through the fresh portal as the armored equine guards in front of a sultan’s tent were stunned to recognize what appeared to be two versions of Princess Twilight Sparkle. But they barely had time to consider it as their armor likewise evaporated right off them and their organs started to rapidly engorge, shortly reaching over three feet up their belly to poke out between their front legs. “Or denigrate my beloved subjects who swore allegiance to me of their own accord! What I earned was their loyalty! Unlike you, who has to compel it!”

“Oh, I’m so sorry, Queenie. I didn’t realize that you were as prissy as Rarity is about cursewords,” Midnight gave a low and mocking bow, grinning toothfully with a nod over at Nightmarity’s crumpled and only barely-starting-to-stir form. She then levitated up a few individuals of the various curse corruptions, examining them in midair before laying them back down.

“Just one more indulgence I’m finally allowed to enjoy when free of my more inhibited half. Still, I will admit that for all its annoying and occasionally outright infuriating randomness, this curse has had a few desirable effects…” she said as her gaze fell on Spike’s crumpled form.

She then picked him up in her aura and drew him close, her expression softening as she recognized his internal injuries from having fire dragged from his throat. She then quickly healed them with her aura, causing him to stir and murmur something unintelligible.

“Amazing… it not only matured him into an adolescent, giving him wings years before he should have had his first molt, but his form is also so much more resilient and fertile than before…” she muttered, and then on a whim, she spread his genital slit and used her aura to induce an erection, watching in delight as his dual drakehoods emerged and started to steadily swell before her eager eyes, surging forth to stand more than fifteen inches tall.

“Hey!” Eclipse shouted.

“Not bad at all,” a mesmerized Midnight said as she magically stroked the two rigid organs, already inducing a small trickle of fluid out of the tips of both tapered tips. “I look forward to having both of these in me. Perhaps I’ll even do so right here in front of you. For I can think of no greater a punishment than taking your scribe from you and addicting him to me!”

“Damn you, unhoof him!” Eclipse ordered imperiously as her horn sparked impotently again, but Midnight just smirked. “He is my son! So don’t you dare touch him!”

“Son? Well, I will grant he sees you as a mother much as my own Spike does, even though you treat him like a slave,” Midnight said with a sneer even as she continued to stimulate him.

“Slave!?” the former Twilight sputtered, but Midnight made a show of ignoring her, continuing to examine him.

“Such strength and virility, even more so than the adolescent dragons we saw previously. And an altered instinct to gather a hoard of mates and lovers rather than gold and gems? To create a clan of his own? A surprisingly noble side effect of this alchemic accident, but I suppose that like any mutation, even pure randomness will occasionally create beneficial effects. Yes, I believe I will leave this part of the curse unaltered. The rest, however, will need extensive reprogramming.”

“You… will… not… touch them!” Eclipse warned. “I love them as they are, and they love me! And be assured that they will fight you with ferocity once they awaken with all their newly enhanced strength and skill!”

“I’m quaking in my boots, Queenie. You may not be my equal, but your Spike is certainly superior to mine at this point—at least, for now. For as wonderfully loyal as they are, I would gladly take both yours and his as my familiars. But as for the rest of your so-called subjects, they are interesting hybrid specimens, but ultimately inferior to my own,” Midnight decided.

“Inferior…?” Eclipse’s rage was only growing at the disrespect shown to not just her, but her entire army. “I’ll show you inferior!” she proclaimed as her tail brushed a nearby branch and a sudden magical feed erupted from her core, fed down her spine and through her tail right into the wood. It then hopscotched from root to root and plant to plant into the fallen cyberponies, whose systems suddenly reactivated as they opened their eyes and stood up, their circuitry glowing bright with infused magic as text and runic forms flashed across their eyes.

And then they spoke as one. “Subject: Midnight Sparkle. Threat level: Omega. Primary danger: Interdimensional damage. Secondary danger: destructive and potentially irreversible reality alterations. Mandate: Contain and drain at all costs. Enacting Eclipse Anti-Goddess Protocol Midnight Curtain,” they announced as one, deploying various weapons from their backs that then targeted Midnight, who looked around in surprise as she was contained in a projected shield backed by all eighty cyberponies, followed by them training their various energy and projectile weapons on her.

Midnight looked uncharacteristically befuddled for a moment. “What? But your horn is hexed! You can’t cast! So how did you—"

“Ah, so you don’t know everything about us! But I would expect no less from such an ignorant and magically uneducated version of me!” Eclipse jeered, causing Midnight to growl as she attempted to override the cyberpony programming only to find her initial probes and attempts to break the shield around her repulsed. “I’ve listened to you insult my power and intellect for long enough! So now it’s my turn, you smug and sanctimonious human girl with a fractured psyche!” she spat out, to which Midnight only laughed.

“Sticks and stones, Twilight. So watch as I... what? I can’t—" she was surprised when her initial spells were improbably repulsed.

“Not able to invade their systems or break their shield? Not surprising, given they can pool their power and think at the speed of light, meaning that anything you can do, they can instantly sense and counter with their massed logic and magic! And since they were created from my human smartphone where I stored all the various magically encrypted contingency plans I had, they found yours! So they know exactly how to deal with you!”

“Ah, then you made a contingency plan for me? I’m flattered, Twilight Sparkle,” Midnight responded lazily as she simply stood her ground, keeping Eclipse close by while holding her further off the forest floor. “But also insulted that you think there’s anything you—or they—can do to contain me. Fortunately for you, I don’t want to damage such magnificent technomagical creations. Otherwise, I would simply obliterate their internal circuitry with a massive EMP burst here and now.”

“Electromagnetic pulse attack threatened. Reinforce Faraday Cage counter-curse.” the cyberponies chorused, adding an additional layer of protection to their shields.

“You were saying…?” Eclipse said with a sneer as Midnight’s expression dropped. “And for the record, that wasn’t me. They analyzed their own weaknesses and invented that defense on their own. So what will you do now, oh mighty goddess?” she mocked as the cyberponies continued to charge their weapons, forming a ring around her with everycreature spaced perfectly apart.

“Oh, please. You dare try to defeat me with human technology, which I know far more about than you?” Midnight’s horn glowed as she raised a gloved hoof towards them. “Their defenses are formidable, but as I don’t want to hurt them and their systems are based on your smartphone’s Appdroid Operating System, I can just deactivate them using the backdoors Lemon Zest showed me. Or better yet, turn them on you with but a single—”

Her words were cut off as her latest spell abruptly rebounded back on her, disrupting her aura for a moment as the cyberponies opened fire with bullets doped with magical disruption wards and spell-enhanced human energy weapons.

“What? Ow!” Midnight shouted as she was pummeled by a succession of physical and mystical attacks that kept shifting rapidly as the cyberponies coordinated their containment strategy under Eclipse’s direct command, each shot dispelling just a little bit more of her magic as Eclipse escaped her counterpart’s grasp and dropped to the ground, teleporting herself outside of the field. “How are they—? But this isn’t—"

“Isn’t what? What you foresaw? So maybe you’re not as prescient or powerful as you claimed!” Eclipse grinned maniacally as she watched the well-orchestrated attack unfold. “It doesn’t matter how. And thus did the mighty Midnight Sparkle succumb to a proverbial death by a thousand cuts. Drained and felled by the ultimate combination of human technology and alicorn magic, using a containment and dispersion strategy ultimately devised by me!” Eclipse informed her as she picked herself up off the forest floor and re-clothed herself with a flare of her horn, then sat back to watch the show.

“Just one more example of how simple strength isn’t everything, you reckless and ridiculous excuse for a goddess! I would ask how any version of me could be so smug and stupid, but I suppose the old canard of how absolute power corrupts absolutely holds true...”

40: Midnight vs Eclipse, Part 2

Something has gone wrong. We don't seem to have an archived copy of that chapter.

Prologue

“Come on, Starlight! Why haven’t you put your costume on? If we don’t get ready, we’re going to miss the festival!” Trixie whined at her friend, already dressed for the occasion. In truth, she didn’t need to do much to make a costume, just trading her usual wizard outfit for a witch’s one, her black cloak and pointed hat identical in every respect to her normal attire except for its color. “Also, I need your help to put this eyeshadow on!”

“I’m coming, I’m coming!” Starlight said from behind the door of the other room, somewhat exasperated at her fellow unicorn. “And why can’t you do it yourself?”

“Because the Great and Powerful Trixie has never needed to enhance her already ravishingly good looks before!” she announced grandly. “That, and she does not know how to use these tools and is afraid of poking her eye out with them…”

“You take the cap off, and apply the brush to your lashes,” Starlight couldn’t help but roll her eyes from behind the closed door. “Do you really need to be shown how to use lipstick, too?”

“Trixie can manage,” she said, applying the flavored black lip gloss she’d obtained from Pinkie Pie first, then licking her lips quite happily. “Mmmm… licorice…”

“So are you two coming, or what?” Applejack called out from the entrance of the great hall, where she was now covered in pieces of bark and twigs Rarity had fashioned into a surprisingly good costume for her, taking the form of a familiar Everfree creature. “We’re already getting some guests now! Ya’ll don’t wanna be late, or the curse of the Timberwolf might getcha!” she warned, letting loose a mock howl.

“I’ll take my chances…” Starlight muttered, and then finally emerged into the hallway dressed in a forest green cloak with chain mail covering her chest, a bow and arrow quiver on her back and three stripes on her shoulders, presenting the picture of an old Equestrian Army unicorn soldier, an improvised costume she’d thrown together using pictures out of an old book. “So how do I look?”

“Ready to slay gryphons!” Rainbow Dash whistled appreciatively, doing a loop in the air as she inspected her from every angle, having dressed as Zapp from the Power Ponies for the occasion. “That’s awesome!”

“You said it!” Pinkie Pie suddenly appeared in their midst with a plate of orange cupcakes with black frosting, the former made with pumpkin and the latter with chocolate. To little surprise, she was dressed as a clown with her mane orange-dyed and poofy, white facepaint and lines going from from the ends of her lips to her eyes, though Starlight wasn’t sure why her costume seemed so creepy and disconcerting. “I love it!” She pronked once.

“Excellent detail work, Starlight! You even got the rank insignia right. And where’d you get the longbow?” Twilight asked, hefting it with her magic and experimentally notching an arrow, dressed in an old Bittish overcoat and detective cap as Fetlock Holmes. Even Spike had gotten into the act with her, outfitted with thestral wings and a fitted overcoat of his own to take the role of Doctor Batson beside her, tossing one of Pinkie’s cupcakes into the air and landing it in his mouth.

“I made it,” Starlight said simply, embarrassed over the attention and feeling more than a little ridiculous. “I borrowed a branch from an old Everfree yew tree and found some grasses suitable for the drawstring with a little magical alteration. I used oak for the arrows, Spike helped forge the metal for the arrowheads, and Rarity provided the chain mail,” she said with a nod at each in turn.

“It was my pleasure, darling! I had it leftover from an old client’s special order—it took me days to make at the time—but I see you have put it to good use!” she said, admiring it herself, having gone all-out on her own costume by turning herself into a punk rocker, which was an easy change for her given her recently ruined mane and the extreme measures she’d taken to make the look work. “Now what say we go join the festivities? This is your first Nightmare Night, my dear Starlight, and we want you to enjoy it fully!”

“I’m sure it’ll be… different…” Starlight offered somewhat wanly, faced with yet another pony holiday she’d been unfamiliar with, and this was in some ways the most incomprehensible one of all—dress up in costumes and offer candy to Nightmare Moon to prevent her from returning and eating pony souls?

I mean, where the hay did they come up with this stuff? And doesn’t Luna object to being turned into an object of fear? she couldn’t help but wonder, having been told that the Moon Princess made it a point to appear at a different Nightmare Night celebration every year now, even getting into the spirit herself by taking the form of Nightmare Moon. “So where’s Fluttershy?” she asked, belatedly noticing the final member of their group was missing.

To her surprise, everypony went downcast. “She’s not coming, Starlight,” Twilight explained as the others nodded their disappointment. “Fluttershy doesn’t like Nightmare Night and never has.”

“It’s just too scary for her,” Rainbow added. “Really a shame, too. She was so much fun last year when she tried to get into the spirit!”

“You said it! She gave us all a real fright that night!” Spike agreed, now starting on his second cupcake.

“Best… Nightmare Night… EVER!” Pinkie Pie pronounced as the others proceeded to explain what had happened, leaving Starlight amazed that Fluttershy of all ponies had come up with and done all she did!

“Fluttershy… a batpony?” Trixie seemed dubious, and Starlight was no less intrigued by the possibility, so different from the kind and bashful mare they all knew. “Trixie wishes she could see that!”

“So do I,” Starlight blinked, trying but not succeeding in visualizing it. “She seriously did all that?”

“Well, she did have help from Angel Bunny. Never mind his name, sometimes Ah swear that rabbit’s downright evil…” Applejack said, wincing as she made a scratching motion at her chest. “You know, this costume’s great, but it’s a bit itchy, Rarity…” she complained mildly. “And worse, Ah can’t scratch through it!”

“Oh? My apologies, darling. Then let us see what I can do…” Rarity immediately started considering the problem, but Starlight stopped her.

“I think I can help you there, AJ,” she told her new friend, casting a spell on the earth pony mare that caused her to blink. “Better?”

“Whoa… yeah! It is!” Applejack looked down at herself in amazement, her itches suddenly vanishing. “Thanks, Starlight!”

“How’d you do that, Starlight? Have you been studying healer spellbooks too?” Twilight asked, amazed as always at her now-former student’s prowess.

“Actually… I learned that spell when I was foal because I have allergies,” she admitted somewhat wanly, then sneezed from the slightly dusty bark covering Applejack’s body. “Case in point. And they’re especially bad in spring,” she explained with a sniffle, casting what Twilight recognized as an antihistamine spell on herself next. “There, I’m good to go now too…”

Twilight grinned and then affected an old Bittish accent. “Excellent. Then shall we be off, my dear Doctor Batson?” She turned to Spike at her left.

“After you, my dear Fetlock!” he rejoined with a sweeping bow and slightly-less-successful imitation of the same accent. “Mysteries await!”

“So be it. Then come, my dear friends! Nightmare Night awaits and the game is ahoof!” she announced theatrically as she pulled out a magnifying glass and began examining everything on the way out the door of the decked-out castle, lined with firegem-lit carved pumpkins they’d done earlier that day, heading for the town center where the festivities had already begun.

“That’s not corny at all, Sparkle…” Trixie teased, plucking a cupcake with her magic and taking a bite out of it, passing one to Starlight as well. “Right, Starlight?”

“Maybe a little, but it’s all in good fun,” she shrugged, still uncertain about all the whole Nightmare Night concept but hoping she would find some things to enjoy about the it. Still a shame Fluttershy isn’t here… she couldn’t help but think, her mind drifting back to the surprising story they’d just been told. It sure sounds like she could make Nightmare Night a LOT more interesting! But she doesn’t like being scary or scaring others...? she remembered what her new friends had told her, then grinned.

You know, I might just have a cure for that, too…

Author's Note

Remember that one about the road to Tartarus, Starlight...? Well, you can bet she will by the time this Nightmare Night concludes! Welcome to the story, folks! There’ll be a chapter or two of scene-setting first, but I find taking the time to do so makes the coming adult scenes all the better for stories like this.

This story idea has actually been bouncing around my head ever since I finished the first UtM, and originally I wanted to do it for last year’s Halloween, but had too many other writing projects underway then. I swore to do it for this year, and despite only starting it two weeks before Halloween, I’m quite pleased with the way it’s turning out so far. I’m also glad I waited, because this season of MLP gave me far more of Starlight and Trixie’s characters to work with, as I’m sure this first bit shows. Nothing else to say at this point except welcome to the story, and hope everyone enjoys! :pinkiehappy:

5: Eclipsed

“What in tarnation…?” Apple Bloom was rousted out of her increasingly restless sleep at the clubhouse by a series of chilling howls heard throughout Sweet Apple Acres.

“Whoa… those are Timberwolves!” Scootaloo recognized the sound instantly, her wings twitching from inside her Wonderbolts costume, which she still hadn’t removed.

“They’re close, too!” Sweetie Belle got out of her sleeping bag to go to the window and look around, though she couldn’t see much in the darkness around the clubhouse. They had gone to bed but an hour earlier after crashing hard off their collective sugar highs and an entire afternoon and evening of Nightmare Night fun. Though not staying out as late as the adults, they had stuck around Town Square long enough to pack up their pumpkin-carving activity booths and had even seen from a distance what had happened between Twilight and Fluttershy. The last had caused no end of sniggering at the time, especially when they watched Rarity try to shield Spike’s eyes from the sight of Fluttershy going down on Twilight’s horn.

Like he hasn’t already seen Scoots and Apple Bloom doing that to ME about a hundred times? You really don’t have a clue there, sis… and that’s just the way we’re gonna KEEP it! Sweetie Belle had thought at the time, and despite the potential danger, the memory brought a renewed smile to her face, wondering how soon they could sneak Spike back to the clubhouse for some more fun, and what they could try next out of the Pony Sutra book… or get hold of some of Zecora’s ‘special’ potions the zebra mare had hinted to them about when they’d initially come to her looking for advice on interspecies sex; something she’d told them in the past was actually quite common among her kind.

“If you wish to be with him, then I would first offer this: always remember to share, and learn how to kiss!” she had told them with a wry grin, by which she meant they needed to figure out how to properly kiss given the difference in muzzles—which in the end they did rather quickly. But thoughts of another tryst with their young dragon friend was quickly quashed when howls were heard again, two this time, one the same as before and the second belonging to a much deeper, almost masculine voice.

“Ah don’t like this…” Apple Bloom said nervously, the sounds somehow resonating not just through her ears, but her very soul, an echo of… something she couldn’t quite place even as she took an involuntary step backwards and huddled closer with the rest of her friends, suddenly wishing Spike was there not for sex but for security, knowing his dragonfire was an effective weapon against the Everfree beasts.

“Me neither…” Scootaloo agreed as the three’s eyes darted around nervously, each as aware as the rest that Timberwolves could travel through wood and when it came down to it, the clubhouse offered no protection. “Maybe we should go to the house…”

“And cross half the orchard on hoof? Forget it!” Sweetie Belle pointed out, her horn aglow, hefting a rock in her aura and trying to remember the few defensive spells her sister and Twilight had taught her. Sure wish I knew how to teleport…

“Then pile in the wagon, and I’ll get us there faster than they can!” Scootaloo promised, her wings buzzing hard for a moment as she buckled on her helmet, wishing Rainbow Dash was around to protect them. She’d clobber a buncha mangy Timberwolves in ten seconds flat! No, TWO seconds!

“Right!” Sweetie Belle and Apple Bloom instantly agreed, and after a quick look around, they hopped down from the tree and hurriedly got in the wagon, not bothering with their own helmets given the twenty-second trip.

But far from a sanctuary, they arrived at the house to a sudden commotion coming from downstairs, including some ominous growls, a rocking chair being knocked over and an odd screeching sound, the inside lights flickering like lanterns were being blocked or shifted, casting odd and ominous shadows outside.

“Buck… they’re already here!’ Scootaloo realized, turning her scooter and the wagon it pulled around to make a quick getaway.

“Oh no! Granny!”Despite her fear and the panicked pleas of her friends, Apple Bloom leaped off the wagon and rushed inside through the back door to defend her frail grandma, only to find her standing and calmly facing… three nightmare caricatures of her kin and the Element of Kindness in the living room, the former slowly approaching her from different corners of the living room and the latter, darting to cut off the doorway Apple Bloom had entered from on her bat-pony wings, quickly blocking any escape.

“Gr-Granny?” Apple Bloom called as Granny Smith immediately interposed herself between the threesome and her, their sight bringing a surge of fear to her as well as a strange excitement as she picked up something strange in the air, not so much a smell as an odd energy, one that made her feel almost heady. “Wh-what’s goin’ on? Wh-what happened to them?”

“Ah ain’t sure mahself, young ‘un. But this ain’t the time to be asking!” the elderly mare announced with urgency but without alarm, keeping herself between her greatest granddaughter and her siblings, who seemed unnaturally interested in them both… though it was hard to tell exactly what was going on in their eyes, given the different-colored glows within them. “Tell yer friends to skedaddle now!”

“What? We ain’t leaving you!” Scootaloo insisted from outside as the two Apple siblings-turned Timberwolves turned and saw them, but seemed less concerned with them than their former kindred. Fluttershy, or whatever she had become, was not so constrained, however, flaring her wings for flight and licking her lips at the sight of them, only to apparently decide that if she pursued them, they’d lose more valuable quarry here.

“You can’t make a quick getaway with mah weight in yer wagon, young filly! Ah’ll just slow ya’ll down. But we can hold their attention! So don’t worry ‘bout me or Apple Bloom; Ah’ll get us outta here. Now vamoose!” she ordered again before they could protest and though confused, they obeyed, the wagon speeding off on a fading buzz of wings.

Apple Bloom was relieved that they were out of danger, but now feared for herself and her grandma. “Granny Smith? Wh-what do they want with us? What are they gonna do?” she asked as she peered at them from behind her grandmother’s legs.

“Ah’m afraid to ask,” was all Granny Smith would say, fearing she already knew the answer by their visibly aroused states, both Big Mac and Applejack sporting some literal wood in addition to the kind that covered their legs, an aroused stallionhood that impossibly included both a medial ridge and a canid knot, their hybrid phalluses drooling a glowing green liquid on the floor and visibly twitching as they closed in.

Apple Bloom’s eyes went wide as she finally spotted it all too, her eyes fixing on Applejack’s member. “Holy…” But… how’d they get those… THINGS…?” she wondered just before Fluttershy’s wide and slitted reddish-tinged eyes found hers, and she felt herself falling into them, being commanded to walk forward away from her grandmother’s protection and then…

Visions of herself orally pleasuring Fluttershy’s own large hybrid organ, more pointed than the others, began flooding her thoughts, as well as the promise of receiving the pleasure of a darting bat-pony tongue in return.

“Oh no you don’t!” Granny Smith said, moving to block Fluttershy’s gaze. “Whatever yer planning, you can just ferget it, filly!” she told her, and Fluttershy seemed to understand, turning her attention and stare on the older mare to no apparent effect, to her visible frustration, screeching and trying to find an angle she could target Apple Bloom with again

Her hypnosis unfinished, Apple Bloom blinked and shook her head hard to clear it, but couldn’t quite shake the images Fluttershy had been feeding her, still sorely tempted to obey. Sh-she wants to do the SWIRL with me…? the young earth pony mare realized, her excitement surging at the idea.“Uh, Granny? Ah th-think they’re gonna...” she gulped hard but couldn’t finish the sentence, cursing her own growing arousal, uncertain how much of it was due to Fluttershy or her own desires.

“Apple Bloom? It’s gonna be fine. Now listen carefully, young filly. I want you t’ get on mah back and close yer eyes,” Granny Smith told her evenly, still facing down her two transformed grandfoals along with their equally corrupted pegasus friend, all of whom seemed strangely reluctant to challenge her. “Ah mean it now! No peekin’ or Fluttershy’s stare’ll getcha! You hold tight and don’t open yer eyes until Ah tell ya! Ah’m gonna get us outta here and then we’re gonna find a way to help these three.”

“Get us out o’ here? But… how?” She didn’t understand but knew well that when Granny Smith took such a tone, you disobeyed her at your own peril, and thus did as she was told, climbing on her Granny’s suddenly far-less-rickety back.

“No time to explain! Now close yer eyes and keep ‘em that way!” she ordered again, even more sharply as the three moved to surround them, erect organs and leering looks leaving no further doubt as to their intentions, causing Apple Bloom to clutch her harder and squeeze her eyes shut. She whimpered even as her young marehood couldn’t help but wink, fresh images of their organs inside her, claiming her and turning her into one of them suddenly filling her head.

But Granny Smith herself seemed unaffected and unconcerned, facing down the three without fear. “Alright, young whippersnappers. Don’t know what happened or how ya’ll turned into a bat-pony plus a couple horndog Timberwolves, but ya ain’t takin’ me or Apple Bloom! Ah hoped it’d never come to this, but now that it has… let me show ya’ll how it’s done!”

With that, her eyes glowed green and her limbs turned to wood as she caused a series of thick vines and branches to erupt out of the floor, quickly growing from floor to ceiling and creating a barrier her corrupted grandfoals could not pass. Her barricade complete, she suddenly phased right through the wooden floorboards with Apple Bloom on her back, the pair soon vanishing from the house without a trace.

“Dear me!” Rarity’s head snapped around at the sound of the first timberwolf howl, coming from the direction of Town Hall. The bone-chilling baying caught her instant attention as well as those of the ponies around her, the moon itself seemingly going more veiled in response behind some thin clouds that smeared its face and made it glow a dull yellow. “How could there be Timberwolves in town?”

The same question was being asked by other nearby ponies, who started to cut their Nightmare Night fun short and head inside, parents wanting to protect their foals or simply seeking safety of numbers inside the pubs and taverns.

It was an urge Rarity shared, finding her eyes darting about fearfully for a moment, looking for a pair of glowing green eyes that would announce the arrival of a timberwolf from the nearby wooden buildings. But her spine was steeled by sudden worry for the safety of Sweetie Belle, who was at a sleepover with the rest of the CMC at their clubhouse. By the very sun, if those brutes harm but ONE hair on her back, I swear I’ll…! She pawed at the ground with a hoof involuntarily.

“Hey Rarity!” Pinkie Pie’s head popped up from out of the alley she was passing in front of Aloe and Lotus’ spa, the latter out front staring out towards Town Hall dressed as sirens, whispering nervously to each other. “Did’ja hear that?”

“I think the whole town did, darling!” was all she said, not in the least bit perturbed by her friend’s typically uncanny appearance, still staring down the street towards Town Hall along with other nearby ponies, who were likewise chatting anxiously amongst themselves. “I don’t know how or why Timberwolves would be here, but at least so far there only seems to be one.”

“One’s bad enough! I sent Spike to Sugar Cube Corner and told him to guard the Cakes!” she told her friend, though couldn’t resist sparing an eye to admire again Rarity’s costume and ability to make her ruined mane work, noting she’d somehow gained even more swagger and sexiness for it, feeling a moment of envy for Applejack for landing her.

The thought gave Pinkie Pie some rare pause. Huh? Where’d THAT come from…? Though no stranger to sex herself, considering it part and parcel of helping others have fun, she’d never been with Rarity nor truly considered it, knowing the fashionista was very particular about her mates and wouldn’t jump into bed with just anypony. I mean, I love her to death, but she REALLY ain’t my type...

“Good thinking,” Rarity nodded her approval, knowing that when it came down to it, Spike was no coward and would do whatever he had to in order to protect his friends. You’re a fine young drake, and you truly do deserve somepony special, Spikey-Wikey. Just not me… she mentally apologized to him, as she simply considered him too young and, though not opposed to the idea of interspecies relationships in principle, she had a hard time getting past the fact he was a dragon. Though admittedly, some of the adolescents we saw on that visit to the dragon lands were rather striking… she was shocked to entertain a sudden fantasy of pleasuring one, wondering if it was true they all had twin-headed organs.

She blinked and gave an involuntary shudder at that. “Should we check on this ourselves, though? Given the entire town heard the howl, I’m sure Twilight or the others are already seeing to it…” she said as evenly as she could, trying to purge the unwelcome images from her head.

“Hmmm…” Pinkie thought about that, looking unusually intent even under her clown costume, one Rarity couldn’t help but find a bit creepy. “You know, they probably are, but I’m still gonna go check it out. You keep looking for Fluttershy, and I’ll come back as soon as I know more!” she promised, sparing Rarity another sideways glance, suddenly imagining using a certain selection of her toys on her. Guess I’d have to get them back from the CMC first, though… she thought half-seriously, unable to suppress a grin.

“Very well, darling.” Rarity nodded, trying to mentally drive the evermore insistent visions of dragon phalluses away, unable to stop imagining what might have happened to her and Twilight had the adolescents they encountered in the dragon lands discovered them sooner... and been far more randy. What is WITH me!? she suddenly wondered, feeling progressively hornier and more aroused ever since the admittedly erotic public scene with Twilight and Fluttershy. I grant it was certainly quite… fun to watch. I had no idea Fluttershy felt that way about Twilight! “Though I fear I’m running out of places to look for her. I also haven’t seen Twilight or Rainbow Dash in some time either…” she added to cover up her own distracted and increasingly lurid thoughts, licking her suddenly dry lips.

“You haven’t?” Pinkie Pie looked surprised, realizing only then she hadn’t seen them in a while either, suddenly remembering her earlier visit to Fluttershy’s home and Angel’s warning of a ‘shadow’ on Twilight. She’d not so much discounted it as decided it wasn’t as important then as finding Fluttershy, but now...

“Indeed,” Rarity confirmed, though she suddenly found herself less worried about that then the fact that at this rate, she wasn’t going to be getting any quality time with Applejack that night—quality time she increasingly and very sorely needed. And we had SUCH a fun night of roleplay planned with that timberwolf costume I made for her…! she couldn’t help but grin wistfully, using thoughts of her marefriend to disperse the earlier images of adolescent dragons, only to wonder on a whim what it would be like to be taken by Timberwolves for real…

A thought driven home as a second howl made itself known from much further away, coming roughly from the direction of Sweet Apple Acres, making their ears perk again and instinctively press closer together for protection. A wave of warmth passed through both as their shoulders touched, and Pinkie Pie was only just able to restrain her tail from lifting Rarity’s, though an observer might have noticed it trading its usual poofy appearance for a more phallic shape, one aimed right at Rarity’s winking marehood.

A blush entered their cheeks as they remained in contact, though it was hard to tell beneath their respective makeup. “Th-that’s two now. M-maybe… I should get going…” Pinkie offered cautiously, realizing that the longer she stayed with Rarity, the more likely it would be that something would happen she couldn’t stop. And though nopony would ever accuse her of being a prude, the one thing she would not do is come between two friends! Learned that the hard way with Maud and Starlight…

“Y-yes…” Rarity stammered, her tail involuntarily flagging at the second howl as if in invitation to its owner, her thoughts now consumed with visions of multiple Timberwolves taking her, eyes darting about and half-fearing—or was it hoping?—that they would suddenly emerge out of the buildings around them to make them theirs, suddenly keenly aware of Pinkie’s presence and touch. “I think that would be for the best…”

Trixie stared at Starlight incredulously as she shared her theory of what had happened. “But Starlight… that’s insane!”

“It fits, Trixie,” Starlight said in a dull voice that reflected her unhappy certainty. “It fits perfectly.”

Trixie’s frazzled nerves were not helped by the declaration, her fear growing by the second, only worsening further when a second howl sounded much further away. “So you’re saying that the story Applejack told us about a timberwolf curse running in her family is real? That it suddenly took hold of her here and turned her into one? But that’s just an old mare’s tale! It’s impossible!”

“Impossible?” Starlight echoed, motioning again at Applejack’s discarded hat and costume. “Take it from me, magic makes just about anything possible. The first lesson any of us learned in school was that magic is a living force; that it takes a myriad of forms and always seeks the means to spread and enhance itself. So why couldn’t it be true? It could even explain why she and her entire family are so strong and good with trees if they’ve got some Timberwolf magic in them...”

“But…” Trixie gulped again, the clenching feeling in her gut growing as she considered her marefriend’s words and found them undeniably compelling; a theory she simply couldn’t discount, turning over the facts in her head like she was an attorney in court. Daddy always said Trixie would make a good lawyer... the odd thought crossed her mind. “But why here? Why now?”

Starlight had already considered the question and did not at all like the possible answers she was getting. “I don’t know, Trixie. But if I’m right, it wouldn’t have just happened out of the blue. Something had to have triggered it. And before you ask, no, I don’t think it was just wearing that costume…” she trailed off. “I think this is related to whatever happened to Fluttershy. It’s too much of a coincidence that they both ended up affected by something within an hour of each other.”

“A disease, then?” Trixie wondered as this time, a pair of howls she could only term passionate was heard much further away. Do Timberwolves tuck? she suddenly wondered, not sure which was worse—the thought of being eaten by one, or being forcibly rutted by them. “Something catching? And if those two caught it… does that mean we all have it?” the showmare looked down at herself nervously, wondering if she was about to turn into a timberwolf too.

She relaxed when Starlight shook her head, but only briefly as her marefriend voiced her next thought. “Not a disease, no, but it might still have been something we caught… or more precisely, something we all had…” A fresh theory began crystallizing in her head.

“That we had? What do you—”

“Hey girls!”Pinkie popped out from inside the bell a little too enthusiastically, hanging upside-down off the clapper; her appearance and clown makeup anything but reassuring to the already-tense pair, causing them to yelp and take a leap backward against the belfry wall. Trixie went for a smoke bomb while Starlight automatically went for her longbow, nearly notching an arrow before she realized who it was.

“By Celestia and Luna, don’t do that, Pinkie!” Starlight ordered, her heart going a mile a minute at her friend’s sudden appearance, lowering the box and replacing the arrow in her quiver. It was an uncanny ability of Pinkie Pie’s she’d never got used to, mostly for not being able to explain it or magically block it. Just glad she’s on our side…

“And how! Can’t you just walk from place to place like a normal pony?” an equally freaked Trixie asked. Even my grandfather, Shadowmoon the Illustrious, couldn’t do what she does!

Pinkie Pie appeared contrite, but only for a moment. “Sorry! So what’s going on? Did you hear those howls? Is this where they came from?” Their party-loving friend asked with an unusually taut tone and tight-lipped smile. Somehow, she seemed to the pair to be even more off-the-walls than usual, antsy and fidgeting like something was bothering or distracting her; it was hard to tell under her clown makeup but Trixie thought her smile seemed forced.

“We heard them all right. Look, Pinkie!” Starlight pointed with a hoof. “Applejack was here.”

“Huh?” It took a moment for the words to register and a moment more before Pinkie finally looked down, a whiff of something sweet—cotton candy?—passing through Trixie’s nose, leaving the showmare wondering if their floofy-maned friend was acting strangely because she’d had even more sugar than normal. “Isn’t that… AJ’s hat and costume…?” Pinkie Pie asked as she dropped down from the bell, causing it to vibrate and intone slightly, making them all jump again.

“Yes,” Starlight confirmed grimly. “We think she was the source of the howl.”

“The source?” Pinkie Pie blinked, then took it and ran with it in completely the wrong direction. “Oh! You mean she had a pet Timberwolf up here? Wow! I never knew she kept one! I’ll have to throw a party for it! Oooo… wonder if it’s true if they mate like dogs do? With knots and everything else?” she asked almost wistfully, her expression going dreamy and distant.

Trixie facehoofed hard, certain Pinkie was being deliberately dense. “No, you party-obsessed pervert! We mean she was the one who howled!”

“Huh? She howled?” Pinkie Pie was now rocking back and forth from side to side, all but squirming. “Oh, it was all a prank then! Haha, whatta kidder! Guess she learned that from Dashie! I’ll have to get them back for this one!” she promised, giggling almost drunkenly.

“Pinkie Pie…” Starlight was getting exasperated, starting to wonder if all her friends were going crazy at once. “Look again. She left her hat. She left. Her father’s. Hat!” she spelled it out. “You know as well as anypony she’s never without it! So why is it here?”

“Oh…” Pinkie Pie’s unusually slow wits caught up with her and there was something approaching concern on her face for a second. “But she wouldn’t… that’s not… wait, what were we just talking about?” she asked. Her cheeks were going very flushed; she looked and sounded increasingly feverish to her friends.

Starlight and Trixie exchanged a glance. “Pinkie… are you feeling okay?” the former finally asked.

“Huh? Oh! Yeah! Never better! That’s me!” her smile got even more forced and the twitching of her tail intensified along with the cotton candy odor in the air. “In fact, I…” her tail twisted itself into a phallic object again, and as they watched with jaws agape, she began plumbing her own depths with it almost desperately, no longer caring in the least that she had an audience. “Just need to take care of something. Oooo… you two wanna help?” she asked lasciviously, producing a pair of mare-friendly toys from somewhere in her mane.

“The hay...?” was all Trixie could manage as a dumbstruck Starlight could only stare, never imagining Pinkie was capable of such a display, impressed that she could control her tail to such a degree and surprised to feel herself getting turned on watching it.

Never shy about her antics, which apparently extended even to erotic ones, Pinkie Pie rolled over and began displaying herself to them, showing a pair of very swollen and glistening lips, her very prominent nub poking out the bottom of it, gasping and giggling as she ground it into her own tail, which was now in the shape of a large stallionhood. “Come on and join in, fillies! I know you two love each other’s company! So let’s grab Rarity and have some real fun!” she promised between increasingly frantic breaths as she continued to pleasure herself, her eyes unfocused and tongue now hanging out of her mouth.

“Starlight…” a wide-eyed Trixie sounded a warning note, backing as far away from Pinkie as possible in the close confines of the tower and preparing to teleport away, realizing belatedly that the cotton candy smell in the air had been the sweet scent of Pinkie’s arousal! “Whatever Fluttershy had, I think she’s got it too!” she announced even as her eyes were riveted, a heat quickly growing in her own nethers as she headily imagined herself lapping up in the sugary nectar direct from its source!

“Stay close, Trixie!” Starlight ordered, quickly casting a shield spell around them and reinforcing it with a magical ward to prevent whatever was affecting their party-loving friend from infecting them in turn, praying it wasn’t already too late as she felt sexual excitement trying to take hold of her as well. You know, I could cast a lactation spell and I bet we’d get vanilla milk out of her! She had to suppress a sudden urge to do so and then latch on a teat, one for her and Trixie, only to immediately aim a dispel incantation inward to purge herself of foreign magic.

It cleared her head just enough to take action. “Sorry about this, Pinkie, but…” she cast a sleep spell on their amorous friend.

“Party-pooper…” Pinkie managed as she felt herself falling unconscious, her soaked tail falling out of its rigid shape and leaving her disheveled form lying on the floor of the belfry.

Rainbow had been surprised when Twilight yanked her close and kissed her, sending a tingling warmth instantly surging through her at the mere touch.

She’d been disoriented further by the teleport, something she never liked doing, hating being taken anywhere but on the strength of her own wings or if needed, her hooves.

But the biggest shock of all was to reemerge to find herself lying on the floor of Twilight’s study with her friend on top of her, still in her Fetlocks Holmes costume and raining kisses all over her face.

“What the...?” she tried to pull away, only to find her wings and limbs restrained, pinned to the floor by magic beneath her alicorn friend. “Uh, Twi? Fluttershy’s still missing and this ain’t the time! And no offense, egghead, but you’re really not my type...”

But Twilight only giggled. “That’s okay. After the state she left me in, Fluttershy can wait! And don’t worry. For what I want to do, you don’t have to be...” she pulled back just enough for Rainbow to see her flushed cheeks and that she was looking at her in lazy anticipation, gazing upon her in barely contained excitement, eyes roaming up and down, drinking in her friend’s lithe form. “You just have to play a little role for me, Rainbow. And I promise you’ll enjoy it...” she said almost drunkenly, looking like she could barely restrain her magic, her aura having taken on a more pinkish glow, an acute odor of lavender about her that quickly suffused through the air, the smell somehow making Rainbow’s head start to swim.

“But... wait... I don’t...” she tried again, only to find that either from the strong smell or her predicament her excitement was beginning to grow—as somepony who loved freedom of flight, she’d learned from a few ‘private disciplinary lessons’ with Spitfire that being deliberately denied it as part of lovemaking was almost unbearably erotic; the thought of being put in bondage by her captain alone was now enough to make her wet... and worse, Twilight’s actions were quickly and sorely reminding her of that, finding herself quickly being turned on, a glow touching her own cheeks as her friend’s magical aura began feeling her up from the outside.

“You do now…” Twilight informed her huskily, now working on her ears and grinding her costumed body into Rainbow’s. “Not that I’d give you a choice otherwise…”

“Twilight, please...” the bound pegasus tried again as her friend began to magically undo her skintight uniform, slowly lowering a zipper down her chest, tendrils of Twilight’s aura reaching just underneath her Zapp costume to tease what was beneath it even as she continued to nibble along the edge of an ear, all but causing her to melt as earplay was another weakness of hers. “We’re not… I... I can’t!” she strained at the magical bonds despite her enjoyment of the act, trying to pull away, only to find herself held fast as Twilight’s next words sent a chill and thrill through her.

“That’s right, Rainbow. Resist! That’s just what Mother Elisa did...” Twilight said breathlessly as she suddenly withdrew her touch and aura, leaving her friend with a partially-bared belly and flushed blue cheeks.

“Who...?” Rainbow blinked in bemusement, surprised to feel almost forlorn at the stopped stimulation.

Twilight pulled back fractionally and grinned almost evilly at that. “Have you ever heard of a movie called Coital Convent, Rainbow?” she asked, then began plucking thick books off her various shelves, opening them all before her and rotating them around her head as she flipped them to specific pages, scanning them with great and almost desperate intent, licking her lips as she sought the means to bring to life whatever idea she was having.

“Uh… no?” Rainbow was finding it harder and harder to focus as her arousal only continued to grow the longer she was in Twilight’s presence, finding herself getting almost drunk on the lavender aroma in the air, her teats now poking out painfully hard into her Zapp costume low on her belly, demanding attention and to be freed of their increasingly constricting confines. “Should I have…?”

“I guess not, since that’s a human movie. It’s actually a human clopflick, you know…” she booped Rainbow gently on the nose, her eyes flickering down her body to note her rosy cheeks and hardened mammaries.

“Humans have clopflicks?” Rainbow made a face, not wanting to imagine it, still barely able to fathom that Twilight had a human coltfriend. The idea alone was an instant turn-off to her under normal circumstances, as was the thought of Twilight taking pains to press her own lower belly into Rainbow’s for a moment, tweaking her friend’s hidden teats with her own and earning a startled gasp. “S-stop it…”

Gratified by the response, Twilight only intensified her actions, grinding her mammaries into Rainbow’s a few times and licking her lips in enjoyment. “Oh yes! It really freaked me out at first, but it did have this one scene I really liked...” she got off of Rainbow to begin quickly scratching with a human ballpoint pen on a hastily grabbed piece of parchment from her desk, her giddiness growing as she quickly wrote out nearly half a page of runes and began yanking magical reagents out of her cabinets and closets, quickly organizing and combining them even as her hoof drifted low on her body and gave herself a perfunctory rub. “So I’m just going to recreate it right here… right now... with you!” She licked her lips in anticipation.

Rainbow felt a growing sense of both anticipation and great trepidation, though the former was rapidly eclipsing the latter, her wings stiffening, tail involuntarily flagging and marehood winking despite her best efforts to restrain them, not at all helped by the fact that she was restrained and having flashbacks to her sessions with Spitfire and Soarin. “Uh… don’t I get a say in this?”

“The mother superior didn’t, so why would you?” Twilight gave an uncharacteristically evil snicker, causing Rainbow’s eyes to go wide. “But if this going to be a recreation, first we have to set the scene…” she announced, the various light sources in the room suddenly changed their color from warm hues to a series of eerie green and violets as she flared her horn, casting an evil glow over the entire study. Under the influence of Twilight’s aura, the room then rearranged itself around Rainbow, furniture shifting both form and position to go more Neo-Lunar until she found herself at the center of a large circle surrounded by torches, a series of glowing lines appearing on the floor beneath her as Twilight activated her hastily conceived spell.

“Twilight, what are you doing?” a badly flushed Rainbow looked around in alarm as she could sense magic arcing all around her, suffusing not just her but the very floor beneath her, turning her costume into a long flowing black robe with a rope belt, white inner hood and chest covering with Twilight’s magic transforming her Zapp necklace lightning bolt into an ornate X-shaped item hanging from the front, except one of the ends was longer than the others, causing it to hang downwards in that direction.

“Don’t worry, we’re almost there…” Twilight promised, rubbing her hooves together in her own fevered anticipation, though Rainbow found her words and actions anything but reassuring, especially when sensed her friend’s aura turned directly on her, magic infusing her.

“What the…?” she craned her head to look down and see her teats visibly growing, tingling as transformative magic was fed them, causing them swell hard on her belly, ballooning up until they were straining even at the loose cloth of their robe and the slightest movement sent electric shocks of pleasure through them. “Wh… why?”

“Well, for this to be an authentic recreation, you have to have big ‘boobs’, Rainbow! Details are very important!” Twilight said as if it was self-evident, then gave the expanded mammaries a flick with her aura to test their shape and texture, making them wobble hard and sending fresh waves of pleasure passing through her bound friend. “Perfect!”

“But… that’s…” Rainbow shook her head hard to clear it and succeeded, if only for a moment, her rosy cheeks and stiffened wings still betraying her excited state. “Okay, enough, Egghead! This isn’t funny anymore!”

But Twilight was beyond listening or caring, finally turning her aura on herself to give herself her own enhanced mammaries as well as a pair of minotaur-like horns and a new outfit, trading her Fetlock Holmes attire for something analogous to Rainbow’s except it was much more high-cut and skintight, colored shades of red and black, showing off hints of flank and baring her long alicorn neck, making her look like something Rainbow had seen out of a bondage magazine Soarin had once slipped her.

Her attire complete and preparations ready, Twilight made her eyes glow a fiery red and opened her mouth in a toothy grin, offering an evil laugh even as her hoof began to work herself a bit more frantically. “It wasn’t funny when you decided to imprison me and establish your blasphemous order on my sacred grounds, Mother Superior!” she intoned in a booming voice, one that was both her own and simultaneously overlaid with a much deeper version, like another, and far more evil, male creature was speaking through her. “I have taken over the mind and body of your own student to take my revenge! ‘Tis my intention to corrupt your entire convent and turn it into my new coven, starting with YOU!”

“What the hay’s a…” Rainbow began in a shaky voice only to be instantly gagged, a fresh spell from Twilight freezing her vocal chords.

“Now now, you can’t break character, Rainbow!” Twilight giggled, then continued. “Since you believed you could purify its so-called wickedness with your foalish faith, I feel it only fitting to return the FAVOR! But as I would not wish an honored guest to feel uncomfortable, ‘tis high time you experience the pleasures of the flesh you have for so long DENIED!” She licked her lips hard and an almost-giddy note got through.

Twilight withdrew her restraining spells and aura at that moment, allowing Rainbow brief freedom of speech and movement. But it only lasted a moment before red-glowing tendrils erupted out of the glowing lines of the floor and wrapped themselves around her limbs, pulling both sets apart, the more overt and visible bondage sending fresh thrills through her. “Wh-What’s going…?” she barely got out before Twilight took direct control of her mind with her magic and forced her to speak the next words:

“Do your worst, demon! Defile me if you wish, but you will never corrupt me! My purity is unassailable and will yet be your undoing!” Rainbow said in a quavering voice, suddenly wondering frantically what she could use for a safeword.

“Unassailable, is it? Let us test that statement, shall we?”Twilight answered in her demonic voice, and at a flare of her horn the tendrils grew and lengthened, snaking slowly inward along Rainbow’s limbs and worming their way beneath her altered clothes, closing inexorably on her wings and other sensitive areas.

“Holy…” Rainbow wasn’t sure if that word came from her or Twilight, but had just enough time to realize what was about to happen before the lead tendrils neared her marehood and one appeared over her head, taking the form of an equine phallus that hovered before her and began drooling glowing liquid onto her lips, the smell and taste quickly soaking into her nose and muzzle. Whatever magic was in it left her licking her lips and her mouth watering for more, the scent both musky and tinged with Twilight’s lavender aroma, making her all but dizzy with desire, having to suppress a sudden urge to reach her head up to lick at the magical construct before her.

“Holy, you say? Anything BUT, my dear!” Twilight promised, directing the floor tendrils to begin teasing Rainbow’s teats and wings, brushing their rigid tips and sending sharp bursts of pleasure through her, her feathers going off like firecrackers as tendrils were dragged across their tips. “My seed is an irresistible aphrodisiac; one that will both corrupt and convert you. By the time I am through with you, you will be but one of my harem and a helpless servant of SIN!”

“N-No…” she tried to turn her head away even as her marehood was now frantically winking beneath her long black robe, inviting the encroaching magical appendages into her depths.

“By all means, resist, Mother Superior! It will make your conquest only all the more delicious…” Twilight rubbed her hooves together in glee as a tendril positioned itself against Rainbow’s sodden marehood, now almost unbearably aroused, even as others snaked up her belly to circle and squeeze her mammaries, sending fresh waves of pleasure through her. “Now where were we…? Ah yes! Right about… HERE!” she said as she plunged a tendril deep into her friend’s femininity, piercing her undergarment as well as her marehood, driving it deep into her depths.

“Ah!” Rainbow cried out, and this time she need no encouragement, setting her already hot marehood aflame with ecstasy, which was only redoubled as she felt the probing tendril began to expand to fill her fully, taking on the shape of an equine organ as it began slowly pistoning in and out of her, each stroke rubbing her clit and massaging her ribbed walls which clutched at the intruder desperately, trying to milk it for all the pleasure she could. “That feels so…” she got no further words out before her muzzle was filled with the phallus-shaped tendril that had been drooling on her, compelling her to suck at it hungrily like it was Soarin’s, drinking down all its magical fluids, moaning and writhing the whole while.

Through it all, Twilight was now grinding her own marehood hard into her hoof as she watched the scene, her magic unavailable for the task as she was concentrating on maintaining the incantations and aural constructs being used on her friend.“Enjoying yourself already, Mother Superior? So much for you so-called PURITY!”she cackled, her eyes wide and fixed on Rainbow’s form as more red-glowing tendrils erupted from the ground, suspending Rainbow in the air so they could work her from every angle, now tearing at her clothes and ripping them open from the inside to bare her mammaries and marehood to Twilight’s riveted gaze fully, the former getting a groping tendril apiece that squeezed and kneaded them while the latter was now filled with a Saddle Arabian-sized phallus, seemingly testing her limits and how much she could take.

Rainbow might have wondered herself but was beyond caring as every part of her was simultaneously stimulated; even her wings and flight muscles were being worked, leaving the former painfully splayed and the latter a quivering mess as the combination Twilight’s carefully wrought scene and mating magic drove her steadily towards an incredible climax.

But Twilight, or whatever creature she was pretending to be, wasn’t done yet. “Not bad, Mother Superior. Such a waste of a siren’s body in a celibate order. The true blasphemy is that you not only deny yourself the pleasures of the flesh but deny them to your fellow sisters as well! But no LONGER! As your initial resistance is now broken, let us see now how depraved you TRULY are!” she said as with a wave of her wet hoof and fresh flare of her horn, the tendril in her marehood was withdrawn and repositioned against her other orifice, causing Rainbow’s eyes to snap open.

“Mmmph!” Rainbow barely managed as she felt it hover there for a moment before beginning to push in with surprising ease, slickened with her own juices as it was. She was no stranger to such a thing—she’d done it a few times with Soarin by then and to her surprise had come to enjoy it with a little practice—though having Spitfire there cracking the whip on her and ordering her ‘to take the Lieutenant to the HILT!’ had helped her. Her back arched upward at the intrusion, her body going rigid as the magical construct sank into her, quickly taking it to the medial ridge and then some.

“You’ve… you’ve done this before…!” Twilight recognized in mingled delight and disappointment, speaking in her own voice as she saw how readily and deliciously it slipped in, then slipped back into character. “Such utter perversion and immorality, Mother Superior. Do you still claim you are pure?” she/he asked in mocking tones. “But as you have been such a fine plaything, I feel it is only fitting to reward you. We shall complete your corruption… with your own STUDENT!”

With that, Twilight stepped forward into the circle, willing the tendrils to her as well. They seemingly needed little encouragement, quickly picking her up and worming their way beneath her skintight attire, one quickly finding and filling her marehood, a muscle relaxation spell enabling her to take a tendril anally as well. Her constructs then positioned her above Rainbow and pressed the pair together, belly-to-belly, their enhanced mammaries rubbing hard together teat-to-teat as a particularly thick tendril moved in and out between them, pillowed by their swollen and exquisitely sensitive udders.

Aroused and stimulated beyond all reason or measure, Rainbow opened her glassy eyes to see Twilight just above her and immediately began kissing her with great passion and urgency, muzzle-to-muzzle and tongue-to-tongue desperate for release and feeling herself being pulled down into darkness even as her orgasm began to build. Despite the tendril now wrapped around her horn and stroking it, Twilight had just enough cognizance left to lower them to the ground to make sure they didn’t fall when she climaxed and her magic cut off, willing the tendrils in their marehoods and anal orifices to increase their pace and then plunge in as deep as they could, erupting their stored magic within them.

Their screams shattered the night and Twilight’s magical release was detected by every unicorn in a five-mile radius, who felt an echo of her pleasure in their own horns, thoughts instantly turning sexual over the whole of Ponyville as the pair collapsed into each other’s arms on the floor. The act complete, their bodies began altering, transforming into something new…

It took but minutes to complete, and when Twilight’s eyes opened again, they were slitted and her teeth had turned pointed when she smiled again.

* * * * *

“Arise, my loyal friend and consort...” Twilight, or whatever creature she had turned into, commanded the bat-winged and red-eyed Rainbow, bading her up with a but a wingtip on her chin. Rainbow immediately obeyed, staring at Twilight in utter awe and then flaring her featherless wings to bow low before her mistress. “You have proven your worth quite well this night and many others before that. Swear allegiance to me, my dear Shadowdash, and you shall be rewarded with both powers and pleasures that dwarf even what you have already experienced.”

“For all you have done for me, I am yours to command, My Princess,” Rainbow Dash, or whatever she had turned into, her ears having turned tufted and coat darker, bowed low. “Now and forever, my loyalty belongs to you!”

“I would expect no less,” her corrupted friend replied, favoring her new subject with a smile and brief tendril touch to her marehood, making Rainbow’s longer and more narrow tongue dart out of her lips in pleasure. “However, I do find ‘Princess’ far too simple a term for me. For if I am truly to spread my magic throughout this realm, I will need a more suitable title. One that will speak to both my magnificence and beneficence.” She went to the study window to stare out of it for a moment, up at the veiled moon.

At that moment, the bell of the Ponyville clock tower began tolling twelve times. “Surely that is an omen! So may I humbly suggest the name of... Midnight?” Rainbow bowed low again.

“Midnight?” the being that was once Twilight all but hissed out the name. “Hardly. For that name was already taken by my human copy. Be assured, I am far superior to that... creature, who knew nothing of the power of magic or friendship during her accidental and pitifully brief ascendance. She was and is but a pale imitation of me and I will not be associated with her!”

“Then... what shall I call you, My Mistress?” Shadowdash asked.

“A fair question.” The former Twilight considered it for herself. “I was and remain the Avatar of Friendship. It remains my duty to spread its name and glory as far and wide and possible; I’m simply going to redefine what friendship means! No longer will I be held back or so selfish to myself and others! No longer will I be beholden to useless rules or restraints. In due course, my power and glory will exceed even that of the Solar and Lunar Princesses themselves! In time, both worlds will fall under my sway, and I shall rule these realms eternally as both master and mistress!” she closed her eyes and grinned. “So as I intend to supplant both the sun and moon, now and forever, you may call me... Eclipse.”

With that, she wrapped herself in tendrils of magic from which she materialized an ornate dark cloak and rather revealing armor fastened with a pendant inscribed with the sun and moon atop which sat her cutie mark, covering both. “And now, my loyal Lieutenant, we must recruit more to our sacred and very sensual cause. And I think I know just where to start...” she said with a glance and knowing grin outside again, watching with Rainbow the passing of a pegasi weather patrol.

Author's Note

After a month away, welcome back to the story, folks! :rainbowwild: The Timberwolf curse does indeed run in the Apple family, and if you think about, it does explain a lot. Granny’ll have more to say about it later, but hope you enjoyed her appearance! All credit goes to Silent Woodfire for the Granny-as-Timberwolf idea, which I loved and then just took and ran with. I thank the rest of my production crew as well, including SWF, Leo Archon, AJ_Aficionado and Denim_Blue for the prereads and usual array of fun comments on the google doc.

I’ll be aiming to get the next chapter out for Xmas. Until then, the plot thickens and the corruption continues to spread! Why are Trixie and Starlight not immediately affected? There’s a clue in chapter two, which I retconned earlier. The origin and rules of this sexually transmitted magic I’m keeping private for now, but trust me, it all makes sense and will be slowly revealed over time. Who is next? Well, I’d point out there’s only a few eligible characters remaining at this point, and no matter who the focus ends up being on, expect to hear from all next chapter! :pinkiecrazy:

15: Nightmarified

Opalescence shrieked and fled upstairs while Rarity stood frozen in place as the nightmare versions of her friends entered her boutique via Timberwolf magic, phasing right through the wooden walls and sizing her up hungrily. As she watched, the three quickly fanned out to encircle her, invading her home and shortly, she realized with both a thrill and a chill, her very body.

Under any other circumstance, she would have met the sight with a shriek even louder than her pet’s. She would have normally followed that up with a series of magical bolts, grabbing everything within reach from her ponyquins to her sewing implements, whirling them about her in a desperate attempt to defend herself from their all-too-obvious intent; given their large and erect canine and thestral stallionhoods hanging low beneath their bellies. The latter, she couldn’t help but note, was a foot long and hanging off Fluttershy while the former were just slightly shorter but had a thick swelling at the base, attached to green-eyed and wood-covered versions of Applejack and her older brother. The lupine siblings licked their lips with their canine tongues at the sight of her and rumbled low and lustfully, their unlikely organs already drooling a trail of green-glowing seed on the floor.

Under any other circumstance, she would have found the very notion of being taken by Timberwolves abhorrent, and even more appalled that her beloved Applejack was now one of them. But as desperately horny as she was, her thoughts clouded and all focused on gaining release, she couldn’t help herself, staring raptly at their offerings, her ever-increasing excitement almost completely overriding her fear.

“A-Applejack…?” Rarity couldn’t help but call out with an audible tremor in her voice. “What’s happened to you?” she asked even as she took in her friend’s new form. The fashionista couldn’t help but admire how seamlessly her body’s equine features and fur transitioned to wood and canine features from top to bottom, finding it far more natural and suited to her than the costume she had previously worn. Applejack’s organ itself, however, was still just figurative wood instead of the literal kind, to her great relief. “What’s happened to all of you?” she asked as her gaze flitted from one to the other, lingering between their legs.

Applejack’s only answer, however, was to pounce on her longtime lover as a pet dog might, knocking her over onto her back and then standing over her. Her twig-and-leaf-laden tail wagged quite happily as she licked Rarity’s face with her canine tongue, followed by nibbling with her newly sharpened teeth all along an ear—an action that always made Rarity go weak-kneed when her friend performed it—her agile tongue finding places it couldn’t before, even wrapping around her ear base briefly.

She didn’t linger long there, however, before turning her attention to Rarity’s muzzle directly. She licked her friend’s lips just twice before easily slipping her slick and narrow tongue between them, darting inside Rarity’s muzzle to Prench kiss her in a new but not unpleasant manner. She began to grind her new malehood along the length of the fashionista’s dress-covered belly as well, leaving a trail of dimly-glowing green wetness among it and causing the flesh beneath it to tingle.

Rarity barely had enough time to register all that before Applejack was shortly joined by her brother, who began sniffing and lapping at the fashionista’s gown-covered—but still-winking—marehood right through the sheer fabric while Fluttershy flew to the overhead light and then hung off it, looking directly down, her red eyes unnaturally wide and glowing bright red.

Eyes Rarity found herself falling into, sensing her friend’s renowned Stare compelling her to lie still and submit herself to them before Applejack blocked her view, beginning to position herself and her canine organ over her head while her brother did the same between her legs from further back, though also pawing somewhat roughly at her, trying to bare her dress-hidden teats.

Though she was very horny and found none of it unpleasant, and both the mating manner and position they presented was quite kinky—nopony, least of all Applejack, would ever say she was a blushing violet in bed or reluctant to try new things!—Rarity still found her high standards asserting themselves, rebelling at being treated so roughly and with no consideration for her home and sensibilities, angry at the mess they were making of both her shop and one of her favorite dresses.

“Enough!” she shouted, catching their immediate attention, the force of her voice and the magical eruption that followed rocking her friends backwards.

“Applejack and Big Macintosh, get off me this INSTANT!” she ordered them both vehemently, punctuating her demand with another flare of her horn that picked the pair up and set them down away from her, allowing her to stand back up and brush herself off, quickly setting herself back to rights, smoothing out her dress and still-short mane.

“I mean, honestly! Timberwolf or no, I am surprised at both of you! But especially you, Applejack! You know I would do anything for you, darling, but instead of presenting yourself properly, you simply seek to throw me on the ground and rut me? And after all the time I spent teaching you proper foreplay?” she tut-tutted, tapping the other mare—she refused to use the term for a female dog for her, even with her thoughts—on the nose with a hoof.

To her satisfaction, it worked as Applejack whimpered an apology and backed away with a chagrined expression, her head so low it was scraping the floor of the boutique. “That’s better. At least you remember who was always on top! And that brings me to you, Fluttershy!” She next turned her livid gaze on the corrupted bat-pony version of her friend, who immediately wrapped her bat-wings protectively around herself even as she still hung upside down from the ceiling lamp, peering out from behind them at her angry friend with glowing red eyes and a worried expression.

“How dare you attempt your stare on me! We have been friends for far too long for you to use such a crutch to induce my submission! For all the spa dates we have had and good times we have shared, if you wished my company and intimacy, all you ever had to do was ask!” She poked the other mare in the chest with her silver-shod hoof, whose lip quivered. “But since you didn’t, I am now of a mind to not share myself with you!” Rarity stuck her nose in the air and very deliberately turned away, causing Fluttershy to cover her face with a membrane wing and make crying sounds, softly screeing her plea for forgiveness.

Rarity’s expression softened, if only slightly at that, though she found something else welling up from within her as well—a feeling she’d last had when she’d done some roleplay with Applejack that involved tying her up with her own lasso. “At least you realize your mistake. And for it, maybe I will grant you another chance in due time. But as for you, Big Macintosh…” She turned to Applejack’s equally corrupted and chagrined brother, not intimidated by his massive stature or the size of his still-erect canine stallionhood in the least.

“I would have thought you of all ponies would know by now how to properly treat a lady! But instead, you simply expect me to accept you without so much as a flower or first date? You act not like a gentlecolt, but like the most vulgar ruffian imaginable, pawing at my mammaries and ripping at my dress like we are not in my sanctuary but the ancient court of Coltugula? Hmph! And what would Sugar Belle say if she could see your behavior now?”

At the mention of her name, Big Macintosh went hangdog, his ears and tail drooping as he likewise whimpered and prostrated himself at her hooves in apology, tucking his twig tail between his legs. Seeing his submission, Rarity felt her remaining fear ebbing to be replaced by a feeling of power and control—a feeling she found she very much liked, her excitement beginning to surge again for it, suddenly wondering how far she could take it.

“Much better. Perhaps there is hope for the two of you yet, then. Now, sit up, darlings!” she ordered.

They instantly did so, if a bit uncertainly, their arousal still evident; their organs poking out between their front legs with their tips. They still drooled a glowing green liquid on the floor that, she noticed with some surprise, caused the wooden slats of her floorboards to green up and even create small sprouts directly out of the wood fibers. “And hold still while I inspect you!”

It was all they could do to obey her, the pair whimpering and trembling visibly as she grasped their exotic Timberwolf organs in her aura, both taking an involuntary hump into her magical grasp at her first contact as she ran a tendril of magic along their lengths, adding a sensitivity spell she’d learned earlier for effect. The two bit their lips and whined at that, visibly restraining themselves in the face of their new mistress’s orders, their organs twitching and hip muscles contracting repeatedly; their apples visibly swelling further at the stimulation beneath the thin coating of bark that covered them.

“How unusual…” was all Rarity would immediately say as their shape and texture registered, rolling their more lupine apples in her aura before returning her attention back to their stallionhoods—or was wolfhoods the term? She would have to ask Twilight at the earliest opportunity—and beginning to stroke them in earnest, feeling them swell even further at her caress. Her magical awareness, though hardly as honed as Twilight, was still sufficient to pick up some very exotic variant of Everfree magic within them, interacting with her own aura and trying to reach out for her, all but offering itself to her.

Offering to make me… like THEM? she sensed on some level, and then shortly realized with some shock that as incredibly aroused and needy as she was, she wasn’t even that put off by the idea. She found herself suddenly imagining how her dressmaking would improve if she could wield Timberwolf magic, enabling her to grow her cotton fabrics directly and to her own specifications.

I could even create the dyes I need! Or maybe color the cotton right on the plant! She further catalogued even as she continued to stroke them while pointedly ignoring Fluttershy behind her, whom she was still angry with, keeping her back deliberately turned to the other mare despite her unhappy sounds at being left out. Nevertheless, she gathered her nerve and began edging closer along the ceiling to watch, at least until Rarity turned to her and glared her back.

“You will stay put until I say otherwise!” she commanded her longtime friend vehemently, who drew back instantly in surprise and fear.

Satisfied, she turned her thoughts and attention back to the two corrupted Apple siblings, considering her next steps. Well, Applejack and I were planning to do some roleplay in her Timberwolf costume… she reminded herself slightly headily. So why not do it for REAL? She felt a fresh thrill course through her at the thought, realizing she could not only control, but outright dominate all three of her transformed friends, wondering how far she could push it. Then let us start with…

“Do you like my efforts, Big Macintosh?” she asked with a wry grin, seeing easily that he indeed was from not just his slightly frantic nod, but from the sap-like sweat that was breaking out between the cracks of the tree bark that framed his green-glowing eyes like a mask. “Then tell me… do you want to rut me?” she asked, not letting up.

Giving an even sharper nod that accompanied his lupine whine, he tried to take that as an invitation and began to step towards her but she instantly stopped him again with a hoof to his lips as Applejack watched with an envious expression and pawed at herself gently until Rarity seized her paw in her aura and firmly moved it away. “No, Applejack, you may not touch yourself!” Rarity informed her, causing her to bite her black lip and tremble, but nevertheless obey. “Not until I say you may…”

She wondered on some level why she was acting even more dominant than usual, but found that she didn’t much care as she turned her attention back to Big Macintosh. She couldn’t help but note that he was exactly that, both in size and in overall stature; his erection having two inches of length on his sister and significantly wider for it. “Such fine equipment…” she mused, noting her approval brought a smile to his face and her continuing caresses a quick lick of his lips, restraining himself with all his might to keep from humping into her aura. “So, tell me, Big Macintosh… have you rutted Sugar Belle before?”

He whined and gave a single nod, closing his eyes and licking his lips again as he remembered.

“I see. And was she satisfied with your efforts?” she asked through hot cheeks as she continued to stroke him. She sensed just being in contact with it was feeding her corrupted Everfree magic even through her aura, but she didn’t care.

He gave a second, much more emphatic nod, spreading his legs a bit more as her magic tracked further back along the base of his organ, starting to approach his canine knot.

“And did you always treat her right?” Rarity asked, smirking as she recognized the effect her efforts were having on him, feeling even more powerful for it.

He smiled and puffed his chest up proudly in answer; even Applejack looked gratified at his unspoken reply.

But far from being pleased herself, the eyes of his new mistress narrowed and she withdrew the touch of her wonderful aura, leaving his twitching wolfhood bereft of sensation. “And did you treat me right?” she suddenly demanded to know. “Did either of you?” she additionally asked with a pointed look at Applejack, withdrawing her touch from her marefriend as well.

Big Macintosh deflated instantly at the undeniable answer, hanging his head low and looking away with a whimper. Applejack shook her head and likewise went chagrined, cringing apologetically in a very canine manner before her.

Satisfied she had their attention and was now in full control of not just him, but all of them, she reached up to grasp Big Macintosh’s chin with her aura and turn his head back around to face her. “I am a lady, Big Macintosh! Surely you know how to treat one from your time with Sugar Belle?”

He nodded frantically. “Then show me!” she ordered, stepping away from him and putting herself back to rights, smoothing out her rumpled dress and touching up her makeup. Once her appearance was pristine again, she turned slightly away as if to model for him, presenting her undeniable beauty in full display. “If you wish to have me, then I will demand you court me properly!”

He whined once, licking his muzzle at the sight of her, but obeyed. He thought about it, giving a glance to his sister before looking down, deciding what to do. He then put a paw against the floor and concentrated, his green eye glow growing brighter as he channeled his new power, causing the wood of the floorboards to sprout a new plant which grew swiftly into a stem and bud that shortly blossomed into a single red rose. He plucked it with his muzzle and presented it to her in offering, reaching down to gently pick up her hoof with a paw and lay a lick on it as he left the rose in her hoof.

Despite herself, Rarity found herself quite impressed. “A Royal Greeting and a rose? And one you grew yourself just for me?” she catalogued, accepting his token and sniffing it, feeling her head swim from its fresh floral scent, tinged with additional Everfree magic as it was, sharpening both her excitement and her increasingly all-consuming desire to dominate. “I approve, Big Macintosh!” she favored him with a smile and, at her words, Big Macintosh stepped towards her hopefully again. But to his frustration, she again stopped him, this time with a hoof to the nose.

“Not yet. As it seems you all wish me, you must all prove yourselves worthy of me first!” she announced, deliberately flashing some flank at Big Macintosh as she turned towards his sister next. “Now it’s your turn, Applejack! For all our time together, you of all ponies should know me well! So what will you offer me? How will you woo me?”

Applejack whined, pawing at the ground impatiently, but shortly duplicated her brother’s feat, except she grew a small apple tree that likewise blossomed but produced a series of mottled red apples with some narrow greenish-yellow areas centered on the stems and radiating outward from them. She picked one with her muzzle and offered it to her to share, her tail wagging hopefully again even as her organ continued to drool on the floor beneath, the magical Timberwolf seed producing mostly a deep green moss as well as a few sprouts of unknown type.

“A Honeycrisp Apple? Why, Applejack, you remembered my favorite kind!” she praised, taking a bite of it and finding it absolutely delectable, perfectly balanced between sweetness and tartness—much like ME! She grinned at the thought, feeling additional magic infusing her and making her marehood involuntarily wink again beneath her dress, leaving the fashionista wondering how much longer she was going to able to hold back.

But for the moment, she was enjoying the feeling of control far too much to stop. “Well done, Applejack! And I believe I did promise you oral before…” she recalled in a musing tone, causing Applejack’s pupil-less eyes to go wide, and her organ to twitch hard. She, too, began to step forward, but was stopped again with an upraised hoof to the nose, causing her ears to droop and her whine of frustration to grow more insistent. “Be patient, my love. For first, I must attend to you, Fluttershy!” Her voice turned stern. “Now come forth!”

But instead of stepping forward to present herself even though her arousal in the form of the large bulge behind her wings was quite evident. She softly skreed and shrank back into the far corner of the room, hiding her face behind her wing, making weak sounds of fright at the force of her mistress’ personality and fear of an additional scolding.

Despite how much she was reveling in the power she felt, and her desire for even more of it—she had always enjoyed being on top, certainly, but this was taking it to new heights!—Rarity couldn’t help but feel a moment of pity for her longtime friend and confidant, recalling that in her Flutterbat form, she wasn’t a true thestral, but more akin to the fruit bats she sometimes cared for and Applejack had so despised.

“Now, now, my dear…” she soothed and then, remembering how Fluttershy had cared for injured fruit bats she’d found, she wrapped the transformed mare in a summoned blanket from her bedroom as she hung upside down and offered her the remaining half of the apple. “Here, have this.” After some more coaxing, Fluttershy somewhat hesitantly accepted it, draining its juices quickly with her fangs and licking her lips afterwards, the bulge beneath her wings growing again. “There you go. I could never stay mad at you, Fluttershy. And in truth, I’m quite flattered—for all these years we were friends, I never knew you looked upon me as desirable!”

Fluttershy nodded sharply and chirred, chancing the barest of licks of her new mistress’ cheek before retreating back behind her wing and blanket again, afraid of her reaction.

Rarity smiled again at that—despite her menacing appearance, her friend was just so utterly adorable in her bat form! “Very well, then. It is now your turn, Fluttershy. You wish my forgiveness? This is your chance! You know me well enough to know what I like! So how will you court me? What can you offer me?” she challenged.

The thestral-like mare’s lip quivered as she couldn’t immediately think of anything, having no ability to grow plants. Then abruptly her red eyes lit up. She skreeed excitedly, making motions with her thick-furred hooves to wait, and then flapped her wings hard before flying out an open window, taking flight into the stormy night.

“Now where is she going…?” Rarity wondered aloud as she walked over to the window herself, feeling a fine mist of rain being blown in; one that somehow made all her flesh and fur tingle at its touch, leaving her excitement spiking even more. She deliberately flagged her tail at Applejack and Big Macintosh, unraveling the inside of her dress’s tail hole just enough to show the top of her marehood and causing them both to step forward, only to be picked up and then put back down in her aura yet again.

“You will behave yourselves!”She warned them both even as she smiled, her desires for sex and to dominate now feeding into each other quite nicely. “If we are to do this, we will all be present and it will be on my terms!” she told them even as her thoughts were going in increasingly forceful directions.

Why stop with these three? If everypony is becoming this way, I could put the entire TOWN under my thrall! The odd thought crossed her mind, and, far from being repelled by it, she could only revel in it, enjoying how powerful and utterly sensual it made her feel, hiking up her dress another inch to show some of her cutie mark.

It was less than five minutes before Fluttershy returned through the rain, and to Rarity’s surprise, there were two other ponies she was gently herding along—Aloe and Lotus, still dressed as mythical sirens but looking rather unkempt, like the pair had just been interrupted in the middle of mare-on-mare mating…

A fact confirmed as Rarity took in their dazed expressions and torn costumes; they’d clearly been doing the swirl when Fluttershy had found them! But they seemed barely aware of each other; only of her!

“We are at your command, Mistress Rarity,” Lotus spoke first, approaching and bowing low before her.

She was shortly followed by her sister Aloe. “Do you wish a spa treatment? Or something more… sensual…?” she said almost hopefully with an identical bow, her pinprick eyes fixed on the fashionista.

Rarity had seen that glazed look before on animals Fluttershy had used her Stare on, and the realization of what her friend had done brought a smile to her face. “Why, my dear Fluttershy, you brought me my favorite masseuses!” she said in giddy delight, considering what she would have the pair do; her mind already starting to go in some very lurid directions. “You do know me well!” she praised, causing Fluttershy to give a happy churr and clap her wings together excitedly as she retook her place hanging from the ceiling, waiting to see what her friend and mistress would do.

“My, such wonderful friends I have! Such superb servants! Such magnificent gifts!” She recited to nopony in particular, starting to realize how much power she truly could have. Why stop with them? Why stop with even Ponyville? With this kind of power to dominate and such friends and abilities at my command, I could have all of EQUESTRIA! She thought giddily. But first… pleasure before BUSINESS! “Very well, then. Aloe and Lotus, attend me!” she ordered, and they promptly did so, stepping to her side.

“What is Our Lady’s command?” Lotus asked; her arousal still in evidence from her namesake scent, a fact not unnoticed by Rarity.

“For now, hold still.” She considered them for a moment before continuing, inspecting them from several angles, noting that their undeniable beauty and upscale airs nearly matched her own. “As tempting as it would be to have you pleasure me immediately… I am nothing if not generous. I gather that Fluttershy interrupted you both, so… by all means, continue! Entertain us. Entice us...” she commanded with a lick of her own lips, stepping back and pulling forth her nearby reading lounge to give them a makeshift bed.

“As our mistress wishes,” they responded as one but with an eager grin that suggested to Rarity they were no stranger to such acts, the two sisters starting to make out with each other at first tenderly but with increasing urgency, causing Big Macintosh to sit bolt upright as he watched, unable to stop licking his lips or prevent himself from stroking his enhanced lupine organ. Beside him, Applejack was little better, sniffing the air somewhat frantically as more flowers and fruit began blossoming from her tree, while Fluttershy slowly stroked herself with her wing fingers wrapped around her own organ.

It wasn’t long before the two spa mares fell sideways onto the bed, pawing at each other’s costumes and finally all but tearing them off each other in their desperation to rut, reversing positions to go into a swirl pose, first working on each other’s teats and then their marehoods. Rarity couldn’t but admire their technique, easily on par with her own, which she had for so long and so carefully cultivated—one simply never knew when it might be needed, either to pleasure her lovers or simply seal a business deal properly—and she found herself immensely enjoying the scene.

So were her friends, who were now barely able to restrain themselves from pouncing the pair, creating alternately low bat-pony purrs and lustful Timberwolf growls. But they did not, obeying their mistress’ instructions, though they kept looking to her hopefully. Finally, Rarity decided to ‘kick things up a notch’, as she’d heard Starlight use the human term once upon her return from the human realm. And I do believe I heard from Twilight that humans had far fewer qualms about inter-gender oral! she recalled, smiling at the sudden idea she had.

“Timberjack and Timbermac!”she called out, pleased with herself at the new names she’d come up with for them.

Though they both blinked, they perked up, recognizing she was addressing them. “Lay on your backs!” she commanded, and though surprised, they did so promptly, their canine erections prominent; Applejack’s standing at nine inches and Big Macintosh’s at over eleven. “And now, my new servants…” She turned back to Aloe and Lotus, who instantly stopped their activities despite how close they were to climax, obediently awaiting her next order.

“Yes, Our Mistress?” they chorused.

“You will now attend them… and as I promised Applejack earlier this night, you will do so orally!” she instructed, causing the two apple siblings’ pupil-less eyes to go wide and their organs to suddenly twitch, a spurt from the top of Timbermac’s organ announcing how much he liked the idea. Rarity did as well, she was surprised to realize—though she had no particular desire to perform the act herself despite Twilight’s assurances of how much she’d enjoyed it—given the fashionista’s relationship with Applejack, she was more into mares than stallions at that point, after all—she greatly enjoyed the idea of seeing others perform acts they normally wouldn’t!

“Yes, our mistress…” The two spa sisters obeyed as if in a trance, picking themselves up and slinking sensually over to the pair, who watched them approach, trembling slightly and spreading their legs wider. As the two sat beside them, Applejack grew a carpet of moss under her head as a pillow so she could watch more easily, providing one for her brother as well.

As both they and Rarity watched raptly, the two earth pony mares gently grasped the Timberwolf in their hooves, stroking them slowly and in a surprisingly practiced manner that once again told Rarity they were not above performing slightly more special services for their patrons when the situation allowed. Already overstimulated by Rarity’s displays and magic, the two apple siblings bucked their hips hard at the contact, whimpering softly, reaching to grasp each other’s canine paw as Aloe and Lotus went to work in earnest, the former on Timberjack and the latter on Timbermac, lowering their heads onto their waiting organs.

“My… such exquisite technique…” Rarity admired them as they first licked along the entire lengths of the pair’s exotic Timberwolf equipment, nuzzling their knots before taking their heads entirely in their muzzles, causing their erstwhile clients to gasp and give a groaning growl. Greatly enjoying the scene and the knowledge that she had been able to bring it about, she was unable to quite keep her aura from pleasuring herself right through her dress as Fluttershy watched, flapping her wings happily again, her red-eyed gaze flitting back and forth from her mistress to the oral acts before her. She edged back over to watch more closely, still wondering desperately when she would be allowed to partake as well. Surely her mistress was not still mad at her after all this!

But Rarity still did not invite her forward. The fashionista sensed Fluttershy’s gaze but elected to keep her aside for now, reveling in the control she felt; being able to bend to her will and sexually dominate not one but three of her friends at once, doubly so for them being bestial versions of themselves, turning their powers to her own benefit!

With Fluttershy, I could have all the servants I want! With Applejack and Big Macintosh, I might be able to turn the very Everfree and all the Timberwolf packs within it to my side! She thought with increasing glee as the latter two finally came explosively, their canine organs erupting into Aloe and Lotus’ waiting maws.

Proving once again the pair were no stranger to any sensual act, even ones not normally performed by mares, they accepted and swallowed as much of the green-glowing liquid as they could, their own eyes starting to glow green for it, though somewhat to Rarity’s surprise, they did not transform further.

“Well done, my new servants!” she praised. “And your reward? You may now finish yourselves however you see fit!” she told them, now enjoying herself as much for the feeling of absolute authority she held as the unquestionably erotic acts before her.

They bowed to her happily and did so, doing her proud by simply mounting the two Timberwolves in a mating position even Rarity herself had rarely used, going belly to belly and straddling them from above. They sank themselves onto the pair easily, their hooves on their Timberwolf lovers’ wooden chests.

It took less than another minute for the spa sister pair to ride the Apple siblings to orgasm, and when they did, a mixture of batpony and timberwolf features came into evidence; slitted eyes and tufted ears added to an anatomy ensemble they included their own hybrid stallionhoods with medial ridges and knots, their eyes and legs covered with a barklike mask even as their coats turned darker. But they looked barely aware of it all, relaxing into the embraces of Big Macintosh and Applejack.

“Superb!” Rarity applauded them, deciding it was finally time for the main event and attraction—her! “So, then, my new and loyal servants… as I could not be more pleased by your tokens of affection and performance, you have at long last earned the right to rut your mistress directly!” she announced, and they all needed little encouragement after that, all going to her and kissing, nipping and licking her in turn.

She made out with Timberjack, delighting in the feel of her new canine tongue as Timbermac nosed under her tail and began lapping eagerly at her glistening marehood right through her dress, which Rarity helpfully unraveled around the opening. Meanwhile, Aloe and Lotus begin massaging her flanks in a manner they knew she liked, and shortly thereafter Rarity found her teats being suckled by the pair as she pleasured their new stallionhoods with her aura.

“Join in, Fluttershy!” she commanded, and at long last she did so, skreeing happily as she flew down and found purchase on her mistress’ hindquarters, nipping eagerly but gently at her neck and ears. Rarity wasn’t quite certain of the sequence of events after that, but soon found herself being serviced by all five at once as she never before dreamed she might allow; lying on top of Big Macintosh belly-to-belly while he took her marehood and Fluttershy her tail, finding Applejack’s new organ filling her muzzle while Aloe and Lotus worked her horn together. She lost track of time, and shortly thereafter her very sense of self as an explosive and long-awaited orgasm finally overtook her, the curse beginning to consume her fully.

But before it could take full effect, a bluish miasma descended upon the house and passed through the walls like they weren't even there, collecting around its quarry. Lost in her own ecstasy, Rarity had but a moment to dimly recognize its identity before it intervened, not so much preventing as redirecting her transformation into a direction more favorable to it, drawing upon the unlikely mix of magic to mold its newly malleable and freshly retaken host as it saw fit. Latching on to her desire to dominate and her delight at being able to bend others to her will, it consumed her for the second time with surprising ease, overwhelming and incorporating her personality into itself, taking the powers the corruptive curse imparted as its own.

A bright blue-and-violet glow was suddenly seen through the windows of the boutique, creating visible beams of indigo light out the glass through the growing downpour, even outshining the flashes of lightning that were illuminating the scene. It continued for nearly a minute before its work was complete and the light ebbed.

As it faded, the sound of malevolent laughter was heard inside.

Author's Note

And there you go, folks. It should be obvious enough from the ending what (and who) emerged from that miasma, and if it’s not? You’re invited to check out:

https://youtu.be/mLd8wQARx40

As I initially envisioned this, Rarity’s capture was just going to be a straight rape scene, but then I started writing it and realized--no. She deserves far better. There should be a reason The Nightmare was able to re-possess her, and it would have everything to do with her more dominant sexual proclivities taken to the nth degree. So why not have her turn the tables by sheer force of personality? It also gave me the chance to show that even transformed, AJ and Big Mac are still actually there. Same with Fluttershy; their basic personalities remain intact. That’s the nature of curse. There was also a hint here as to the effects of the rain that’s currently falling. But more on that to come, as well as how the presence of the creature Rarity has become puts potentially a serious crimp in Eclipse’s plans.

I’ll be switching over to writing Flight of Firefly now for a couple chapters, but don’t worry--Nightmare Night is not forgotten. We have two more character arcs (for lack of a better term) to finish before all the pieces are in place for the middle phase of the story: Spike, and the CMC(!). And once they’re done? It’s finally time for the showdown between Starlight and Eclipse, and for an rather unlikely call for help to go out...

I acknowledge as always the contributions of prereaders Denim_Blue, Silentwoodfire and AJ_Aficionado, as well as Leo Archon this go-around, whose crossover fanfiction ideas are always interesting and make me think. Hope you liked, and thanks for reading!

25: Thestrals and Dragons and Griffons

Author's Note

And off we go! For the duration, all Author’s Notes will be up front for content warnings:

This chapter contains M/MM Blueblood/Night Guard thestral stallions plus an aroused and dragonpony-molested griffon male!

Prereading thanks go to AJ_Aficionado and Silentwoodfire. So without further ado, enjoy!

25: Thestrals and Dragons and Griffons

“I see…” Luna replied as she gazed upon the unlikely sight before her; the projection from her horn showing not just Lady Requiem, but her sister’s former student and the previously human Twilight Sparkle, who looked both uncannily the same and markedly different from her Equestrian counterpart, sporting a more conservative hairstyle and large spectacles. “And do you think this plan of theirs can work, Lady Requiem?”

“I know not, My Princess,” the Royal Court Bard answered carefully. “All I do know is that these two were summoned to our world by the Friendship Map, so that would seem to suggest that they are indeed the ones meant to end this curse. Their plan is… unusual, and there are aspects of it I am uncomfortable with if I’m to be completely honest. But for all I have heard, I judge that it does have a chance of success.”

“Your words do not give me great confidence, my spellsinging friend.” Luna arched an eyeridge, sparing a glance behind her at the hundreds of dark-and-light furred thestrals who had followed her. “The map may have summoned them, but ‘tis not clear that it is for the purpose you say. And from all I have heard, I judge this little more than a desperate stab in the dark!”

“Princess Luna?” The image of Sunset stepped forward and bowed low. “I know we haven’t ever met... well, aside from your human counterpart, I suppose. But Twilight and I are very familiar with the problems this curse presents, thanks to the experience we’ve gained from her own version of it. We solved it once in the human world, and though the circumstances of it are a bit different here, we’re confident we have an answer. For it, we ask that you trust us and keep the town quarantined while we work.”

Luna stared at her for several seconds before replying. “Regardless of my human counterpart’s experiences—which I am not privy to aside from some decidedly peculiar dreams of ominous music I have picked up from her in the past—I know you by reputation only, Sunset Shimmer. And that reputation is not a good one; recent reports about your change of attitude withstanding,” she reminded her pointedly. “I was told by my sister that you were impatient and power-hungry. And Lady Requiem herself said you once attempted a forbidden spell in the Everfree designed to give you enough power to usurp Celestia herself!”

Sunset visibly grimaced as Twilight gave her a surprised look. “Sunset… is that true?” the latter asked in disbelief.

“She’s right. I did,” Sunset confessed with no lack of shame in her words. “I was a foal, and casting it nearly killed me,” she further recalled with some pain and a glance over at Delta. “So after Delta saved me from myself for what was probably the sixth or seventh time, I decided to start over in the human realm in the belief I could conquer it more easily, and then eventually make my triumphant return to Equestria at the head of a human army. It took this realm’s Twilight and the human Elements of Harmony to finally bring me to my senses and break the hold that darkness had over me. And everything I’ve done since then has been designed to atone for it.” She bowed her head in deep regret.

“But she did it,” Twilight spoke up on her behalf, startling Luna again at how alike the Princess she sounded, if a bit younger and at least slightly more unsure of herself. “And in time, she defeated the darkness within me, too, vice-Princ—er, I mean Princess Luna,” she caught herself a fraction of a second too late and prayed she hadn’t accidentally given offense. “We both have experience with this kind of corruption. That means we can both resist it, and hopefully repair it using a mixture of human technology and pony magic.”

Luna considered her words carefully before replying. “Very well. I do not pretend to understand such things beyond the odd human dream I may have seen, but for the moment, I see no better option. I give you leave to attempt your plan, but do not make your move until I arrive!

“For if you fail… then ‘twill be up to me to contain the scene and attempt my own intervention. With some help,” she glanced back at her assembled bat-pony battalion. “I will not advise you of my plans in case you are captured, but I will be on scene within the hour. In the meantime, advise Canterlot to be on the alert for signs of this… corruption, including that idiot Prince.” She rolled her eyes, never one to mince words or hide her disdain for him. “I’m sure he will be delighted to know that he is in charge until we all return.”

“As you command,” Delta bowed low, followed by a respectful one from Sunset and a startled, far more hasty one from the human Twilight as the communication spell ended and the connection was cut. “That gives us some time to wait.”

“I’ll run some more simulations in the meantime, and see if I can key the pendants to more quickly and thoroughly drain the curse energy,” Twilight suggested. “In the meantime, you two should power up as much as you can.”

“Very well,” Delta said, then sang again in a slightly different melody, causing a fresh communication spell—and accompanying projection from her pendant—to appear, the latter manifesting itself in the form of an earth pony mare in bed with a stallion.

She was rousted awake by a sharp ring from a matching amulet on her nightstand, out which came a projection of the caller. “Wha…? Delta?” The curly-haired and bleary-eyed mare stumbled out of bed, then bowed low, some signs of costume makeup from a Nightmare Night celebration still present on her face as she disentangled herself from her lover, who opened his eyes and then gaped at the image before him staring down at the bed.

“It’s okay, Cruise Control—it’s just my boss; sometimes she calls me like this. That said, it’s five in the morning, Delta, and I was having a very good night. So what’s wrong?” the mare asked sleepily but grumpily.

“Good morning, Five Stars. And my apologies to you, Mister Cruise Control. I’m sorry to wake you both, but we have a crisis on our hooves,” she stated simply, getting her longtime business manager’s immediate and undivided attention.

“This is an emergency—I need you to get word to both the Castle and the Crystal Empire that there’s a sexually corruptive magical curse on the loose in Ponyville. It’s very dangerous and virulent, and it’s possible it might have already made it to Canterlot. So please advise Prince Blueblood that he is in charge while we contain the situation, and by order of Luna herself, he needs to execute the Curtain Fall protocol...”

Alone in his opulent bedroom and curled up in a fetal position on his bed, Prince Blueblood was beside himself.

Every sense and every urge he now had was geared not towards sleep, or to thoughts of revenge for the treatment visited on him. Not even to curing the corruptive curse which continued to torment him, but to completing it. His nearly nine-inch erection—once his greatest source of pride and now his greatest bane—simply would not subside. And worse, bringing himself to orgasm only made things worse, not better, as it quickly became clear the curse required that somepony else bring him to climax in order to trigger its transformation.

In order to spread itself further.

He gave a choked sob at what his fevered thoughts and half-altered body was increasingly demanding he do; Rarity’s final mocking words about how long he would last before offering his princely plot to a passing Guardspony out of desperation still echoing enticingly in his mind.

NO! he shouted at himself, the idea increasingly irresistible despite his best efforts, not at all helped by the knowledge that his precious plot had already been pierced multiple times by his mistress’s organ, who took particular and rather malicious delight in seeing him enjoy it. She had addicted him to her, leaving him dependent on pleasuring her altered body for a fix. And worse, she had left him fully aware of it as punishment for how he had once treated her host, taking away both his voice and the ability to transform in the process.

It’s all HER fault! he wanted to scream as he was deprived of her presence, wanting to blame Rarity, Discord, or anypony but himself for what was happening to him, though he did take some satisfaction in the fact that Discord had been left even more figuratively impotent than he had, paralyzed by Harmony magic but helplessly aroused, unable to do anything more but watch and await his evident fate at the hooves of the Flutterbat or Pie sisters.

I hope they transform him into a statue like AUNTIE! he thought bitterly through tears and gritted teeth, deciding that leaving him in that state with Maud Pie was a better punishment than anything he could come up with. But even the thought of it did not salve his wounded pride or shore up his weakening will.

His alcohol stash ruined, he tried everything he could think of to not give in to the urges that were consuming him, from cold showers to sleep potions. When all else failed, he prayed to the Sun and Moon goddesses themselves—deities he didn’t even believe in—for relief. But nothing worked, and as he lay in bed with a erect and tingling organ and his anal orifice repeatedly puckering at the thought of being filled with stallion meat again, acting not at all unlike the marehood of a teenage filly in heat, he found himself wishing he could just rewind time and redo the entire wretched day as many times as possible to avoid everything that had happened to him…

To avoid everything that was still going to happen to him.

I am not a colt-cuddler! I… am… NOT! he told himself over and over again even as the visions of himself being rutted repeatedly by an Armored Guardspony would not go away. He suddenly imagined himself as the center of attention of an entire squad of them; his muzzle and tail being taken by each in turn until he’d been claimed by each stallion soldier, first singly, then doubly. The visions coming quickly now, he wondered what it would be like to take two of their organs beneath his tail at once, involuntarily orgasming yet again at the idea with a cry of helpless pleasure as he came all over his face and chest.

As always, climax brought no relief; his organ scarcely softening at all before surging back to rigid attention, his princely apples already swelling with a fresh load of seed even as the one he’d just released left his barrel and muzzle soaked. He licked it them hungrily, drinking in his own fluids, sensing the corruptive magic within it being quickly reabsorbed into him. It was shameful enough, but far worse was that he loved the idea of being cummed all over by a group of Guardspony stallions repeatedly, lapping up every ounce of their seed.

He stifled another sob as the urges got more and more powerful, heedless of his own wants or desires. This is the worst… night… EVER! was all he could think of as the memories of all that had happened to him replayed endlessly in his mind, arousing him even further. His body had been defiled; even the sanctity of his mind invaded by the Nightmare-possessed Rarity, who’d been scarcely less cruel or evil even after she’d expelled the demon, sending him away from her while leaving his addiction to her intact. He loved and hated her for it, and wished desperately for her presence again even as he loathed the thought of her.

Despite that, he vowed anew to not give in, if only to spite her and The Nightmare that preceded her. I’ll stay right here in this room! I won’t leave! I’ll magically seal the doors and have food brought to me! I’ll have to sleep eventually and maybe if the curse is not completed in a certain amount of time, it will fade and then—

Abruptly, there was a knock at the door. “My Prince?” An accented thestral stallion’s voice called from outside—it was the Night Guard on duty at that hour, and the thought of being taken in the tail by one of them only redoubled his excitement again.

His heart froze in his chest. “Y-yes? Wh-What is it?” he pulled the sheets up over his rigid organ and the mess he had made, equal parts of him mentally urging the newcomer to both enter and leave.

“My apologies for waking you, My Prince, but an urgent message has come in from Lady Requiem and Princess Luna. Your presence is required at Canterlot Castle at once.” A second thestral stallion called out from the other side of the still-shut entrance.

TWO thestrals…? His stallionhood somehow engorged even further, gaining another inch of girth at the thought of them as at that moment, Blueblood became certain the Sun and Moon Goddesses were both real and mocking him. “B-but why?” he managed weakly.

There was a pause before the voice spoke again, leaving Blueblood the distinct impression that its owner was exchanging a confused glance with his partner. “There is a magical emergency in Ponyville, My Prince—some kind of corruptive curse, and the Lunar Princess orders you through Lady Requiem to take command and lock down Canterlot against it. To that end, our orders are to attend you and escort you to the castle command room.”

Blueblood’s mouth became very dry and he could all but smell a fresh wave of magical pheromones radiating off his curse-infected body, already wafting across the room and reaching for his thestral stallion sentries. “I-I s-see…” he barely croaked out at the realization that his torment was nearly at an end, and that very shortly, he would at long last realize relief and the transformation he both dreaded and so desperately sought.

He fought one final, desperate battle within himself, but in the end, even he knew the outcome was preordained. “Th-then by all means, attend me…” he invited with a gulp and spasmodic lick of his muzzle, overcoming the final vestiges of his own fading resistance to reach out with his aura and unlock the door. “Enter at once!” he ordered them.

“Yes, My Prince,” the pair chorused in a tone of resignation as the door opened to admit the pair of armored thestral stallions, who barely made it inside the room before the same aura slammed the door shut and locked it behind them.

The pony holiday of Nightmare Night was just another night of work for the cross-continental Gryphon Express delivery service.

In truth, the young griffon tiercel named Peregrine Pacil didn’t much care for the day, and was happy to take the extra shifts given up by his pony and griffon coworkers who wished to take part in the festivities, both for the extra pay and simply getting to avoid the various parties.

Play cub dress-up games in homage to the legend of Nightmare Moon? Collect candy and give it all to her to keep her from consuming your soul? PASS! He rolled his eyes again as he neared his final delivery and destination of Ponyville, the last leg of his journey that had begun at sundown in Las Pegasus and had included stops in Appleloosa and Hoofington. Besides, why give up perfectly good candy? he couldn’t help but think; he was hard-pressed to admit he’d gained a taste for pony sweets since he’d started being a courier.

Regardless, that was as native as he’d go. He’d never understood the allure of costume parties, or the affinity that some of his griffon colleagues had gained for the pony holidays, whether it was the ridiculous mating rituals of Hearts and Hooves day, or the pine-soaked unity celebrations of Hearth’s Warming.

The former he especially disdained, finding pony courting to be completely backwards and sickeningly sappy; a product of both their skewed gender ratios and their pathological need to be ‘harmonious’ to the point that the very idea of mating rounds—ritual tests of warrior worthiness that preceded intimate affairs between griffons—were met with horror.

He sneered at that. They can have their flowers and candies and moonlit walks. Give me a good scrap with a strong eagless ANYDAY! he decided with a grin. Sex with a mare who won’t fight a proper round? I’d sooner be stimulated by a stallion screwing my TAIL! He snickered at the thought.

As he neared his destination, he was surprised to see a thunderhead in the distance almost directly over the town, lit up clearly by the lightning forking through it from within; the deep rumbles of thunder just starting to reach his sensitive ears.

Huh? What’s going on? There wasn’t supposed to be any bad weather over Ponyville! He recalled the weather schedule for his route as the wind from it reached him and he felt an odd shiver go through him as he picked up some spoor in the air he couldn’t quite identify, looking around to note the shrouded moon and the eerie glow both it and the lightning cast over the surprisingly well-lit town, which looked like it hadn’t gone to sleep at all.

That’s weird. Does look kinda spooky, though. Must be some kind of Nightmare Night thing… he thought with a shrug, though was surprised to feel a sudden stirring in his loins; one he’d last felt during an abortive mating round with an eagless some months earlier. Seriously? He looked down at himself, his night vision enabling him to see clearly the tip of his organ emerge; the cool air and breeze coming off the storm only stimulating it further, causing a slow but building tingling to become prominent within it.

That better go down before I arrive! He gritted his teeth and tried to will it back, only to shiver again more strongly, his lionhood rapidly reaching its full dimensions as suddenly his thoughts were clouded with fantasies of rounds and rutting. He licked his beak and suddenly wondered if any eaglesses would be on duty at the Ponyville Post Office he would be checking in at, which usually had at least one griffon liaison present to receive shipments from the Express.

Or failing that, any mares.

Wait, what? He blinked at his own thought, finding the image of being mounted from above by an earth pony mare, taking him belly to belly while he lay pinned on his back surprisingly sensual.

Or failing that, any stallions.

Wait, WHAT? His jaw fell open as he had a sudden image of himself being dominated and then taken beneath the tail by one. And worse, his long and very rigid lionhood responded to the unexpected fantasy with a strong spurt of clear fluid into the wind as his suddenly swollen leonine balls contracted and drew back partially into his body, the twin orbs feeling very seed-laden and somehow twice their original size as he neared the outskirts of Ponyville.

Abruptly unaware of his surroundings except for his extremely and exquisitely sensitive body which tingled with every touch of raindrops, his wings so stiff that they were almost unable to move enough to maintain his flight, he felt himself bathed by the wind-driven mists off the storm; the air itself charged with ozone and something he couldn’t—

“Look there!” A male voice shouted from above, breaking into his thought. “A new pony!”

“Not a pony! A griffon!” A delighted mare’s voice recognized as two flying figures swooped closer. “Our Lord does not have one as part of his harem yet! So let us bring him this one!”

“What…?” Lost in his own arousal, the words registered slowly to Peregrine. “Lord? Harem…?” He slowed to a stop in the air, hovering above Town Hall with his half-avian erection quite visible and prominent beneath his belly, leaving him unable to focus on anything except his throbbing lionhood and painfully swollen orbs.

“An excellent idea! Though I hope he gives us leave to take him ourselves!” the stallion’s voice replied hopefully as they dropped in on either side of him, revealing themselves in the moonlight to be… two half-dragon ponies with a furred back but scaled bellies, long draconic tails and large webbed wings to go along with a pair of impossibly oversized organs—even on the female, which also had a pair of large teats on either side of her sheath, all of which drew his eyes in turn and caused his muzzle and leonine malehood to drool.

Shocked at what he was doing—to say nothing of what he was thinking—Peregrine tried to flee, only to be hindered by his excitement-stiffened wings and hanging organ. But the pair of altered ponies quickly caught up to him and tackled him in midair, the mare—the mare!—somehow pinning his forelegs behind him like his griffon strength was nothing, holding him upright in place and tickling his ear with her reptilian tongue as the male closed in front, his slitted dragon eyes glowing with reflected lightning; the barest hint of flame in the back of his throat visible through his alarmingly pointed teeth causing the tiercel’s breath to catch; his shaft to twitch hard at the sheer power he could sense from the pair.

“Do not flee, my griffon friend. For it will not avail you!” The strange stallion promised as Peregrine had just enough awareness remaining to recognize that something was very wrong and to try and break the mare’s grip, only to find he was held fast; the realization that he was trapped and she was somehow stronger than him causing his arousal to surge anew, finding himself reacting as he had once upon losing a mating round and finding himself straddled from above by his mate. even as he couldn’t tear his eyes away from their exotic and incredibly alluring forms. “You are destined to be more than mere mail courier now!”

“But… you aren’t my… this isn’t… I d-don’t...” he began in some confusion, trying to turn his head away even as his exposed organ visibly pulsed before the dragon pony, his wings having increasing trouble keeping him airborne the stiffer they became, forcing the mare to hold him aloft—which to his shock, she did easily with but a single foreleg on his scruff while nibbling on his ears and reaching down with her free hoof to begin stroking his flight muscles.

The dominant acts caused his will to weaken further as he desperately bit back the cry of pleasure that tried to escape him; a half-swallowed squawk as he began to involuntarily bare his throat in offering only to catch himself one last time. “Please… I...” he managed one last time as he felt on the verge of total surrender to their strength and sensual attacks, finding himself unable to say the word stop.

“Shhh…” the pony drake ended his remaining resistance by drawing closer, grasping his chin and turning his beak towards him. He then kissed him deeply, beak to muzzle, blowing sweet smoke down his throat that forcefully and not unpleasantly reminded him of the time he’d smoked a Hookah in Saddle Arabia.

“I am Noteworthy, and this is Amethyst, my virgin friend! But fear not—our beloved Dragon Lord will relieve you of that burden and grant you the release you so desperately seek!” He drew a hoof down Peregrine’s feathered chest onto the furred area of the body, finding and rubbing the tip of his tingling organ which felt on the verge of climaxing explosively right then and there.

“V-Virgin…” Peregrine repeated the strange word as the hot and heady vapors scattered all his remaining doubts and drove his excitement to even higher levels. It felt like a spell or love potion, leaving him ready to obey any instruction from the beings who had bested him in what his mind took as an odd form of mating round, not resisting at all as the dragon stallion held him close and pressed his much larger organs into his belly.

The dragon pony took immediate advantage of his quarry’s new quiescence to pillow the griffon’s long, narrow organ between them, causing the tiercel to moan and push back against them, baring his neck submissively, ready to surrender himself to his more powerful captors right then and there. “Dragon Lord...?”

“Yes! For very shortly, you will be claimed by him! Very shortly, you will be one of us!” the pony named Noteworthy promised as he backed off slightly but still rained nips and kisses down on the tiercel’s face and neck as the mare did the same to his ears from behind, her own organs pressed into his back as she continued to massage his quivering flight muscles, turning him to putty in their hooves.

“One… of… you?” Peregrine repeated dumbly between the now-mutual kisses as, to his continuing shock, his talons acted of their own accord, reaching down to grasp and stroke the dragon pony’s twin drakehoods, amazed at their size and the powerful aura radiating off them.

Their magic and strong male scent called to him as his wings no longer flapped, so stiff they could only stand rigidly out to the sides, their tips and bases exquisitely sensitive and begging to be touched—an invitation the pair quickly availed themselves of, causing him to cry out as they brushed the ends with their own wingtips and—in a trick he’d never dreamed of—warmed the base of his wings with their breath to increase his circulation and engorge them with even more blood, increasing their size and sensitivity further.

“Indeed! And it would seem from that satchel you are a courier? You are now far more than that, my griffon friend!” the stallion promised, delivering a fresh smoky kiss as several more half-dragon ponies arrived, scrambling Peregrine’s thoughts further. “You belong to our Lord, now!”

They pouted mildly that Noteworthy and Amethyst had found the griffon first but took the opportunity to ogle and outright fondle him, his large and extremely aroused sky griffon wings spread out wide enough that many could brush his primaries with their breath and noses, while others took pains to examine and taste his exotic body; their noses and long reptilian tongues sampling his seed-swollen orbs, erect lionhood and even the opening beneath his tail, the flick of a tongue causing him to take a ragged breath and involuntarily move it aside to an immediate series of lustful growls at the display.

The reaction induced him to encourage it even further, flagging his leonine tail fully like he’d seen some mares do, resulting in several tongues and tailtips being drawn between his hind legs until Noteworthy himself shooed them away. Their caresses caused him to close his eyes tightly, shudder and moan as he felt himself being turned by their far stronger forms and magic into a mere toy for their pleasure—and for how easily they had defeated and dominated him, overcoming both his physical and mental defenses, he realized they had the right to!

“All in good time, my friend. So let us return to the castle to celebrate your arrival! For not only is The Nightmare defeated, but we bear a brand-new griffon haremmate for our Lord!” The other dragon ponies cheered loudly as they headed back for the castle with their exotic new captive in tow, Noteworthy holding Peregrine’s stiff and hopelessly aroused form aloft like a captured prize as they flew him back to their lord and master, eagerly awaiting his conversion and the chance to be with him themselves.

The two longtime Lunar Guardsponies were a salt-and-pepper pair of Highborne and Nightborne thestal stallions.

Like so many others, they had eagerly joined the quickly reestablished Night Guard following Luna’s return—an occasion that had been greeted with great joy in Hollow Shades and the other thestral enclaves throughout Thestralslovakia—and were very gratified to be assigned to Canterlot, where they were away from their kin but could at least be around their beloved regent more often.

The job came with drawbacks, however, including long hours and infrequent leaves. But beyond all doubt, their least favorite duty was guarding and attending Prince Blueblood for the night shift, as he was just as demanding and condescending to them as he was to the Celestial Guard’s day shift.

On a good night, they didn’t have to do anything more than stand outside his quarters and listen as he groused about the quality of his meal or the mare he was with. But on a bad night...

But on a bad night, they would have to roust him and then wait on him as he berated them endlessly for various imperfections, real or imagined. This, the pair realized instantly as they received the summons, was such a night, and for it, the two thestrals were resigned to their unhappy fate as they delivered the news.

“There is a magical emergency in Ponyville, My Prince—some kind of corruptive curse, and the Lunar Princess orders you through Lady Requiem to take command and lock down Canterlot against it. To that end, our orders are to attend you and escort you to the castle command room.” Sergeant Riesling just managed to keep the distaste from his voice even as Corporal Concord rolled his eyes, wondering if Blueblood would demand to wear his Admiral’s costume for the occasion.

There was a strange and noticeable pause on the other end, which was itself unusual; normally the Prince’s first reaction to be roused was to question the rank and breeding of the message bearer. “I s-see… th-then by all means, attend me…” he invited in an oddly shaky voice that gave both stallions some additional pause, the pair exchanging a glance with each other.

“Enter at once!” he ordered them further when they didn’t immediately obey.

“Yes, My Prince,” the pair grated out through clenched teeth, only to be startled as the door was magically slammed shut and locked behind them as soon as they entered Blueblood’s private quarters.

They both turned in surprise at that, but scarcely had time to consider it as they caught the smell of desperate arousal and intense male spoor in the air; their sensitive noses picking up both fresh and stale seed as well as powerful pheromones. It was a combination they’d last experienced during the Callisto’s Call hunt, which was a traditional means to introduce young thestrals having just reached stallionhood to their first mate through a test of hunting prowess.

Intended to get groups of males to work together; to face camp life and the simple task of survival as a team, it was a rite of passage bonded by the masculine virtues of physical contest and mutual respect. It was also an unspoken excuse to bond in other ways when the hunt went poorly; when all the pent-up stress and sexual tensions of a dozen or so aroused young fledglings facing the male version of estrus needed to be tended to by the others.

They were further surprised as they reacted like the teenagers they’d once been in the spoor’s presence, their cheeks immediately flushing and stallionhoods swelling beneath their bellies, poking free of their sheathes. Their tails even began lifting aside as they turned back towards the door to the Prince’s bedroom, only to realize that they weren’t the ones flagging them—a magical aura was doing that!

“My Prince…?” Concord called out as they sensed their flanks being caressed and a tingling warmth wash over his apples, which immediately responded by becoming heavy and laden; he swore he could feel them growing bigger under the odd magical influence.

“What’s going…?” Riesling managed just before he found himself face to face with his wingbat, their muzzles instantly drawn closer to each other even as their apples were fondled and swelled further under the strange magical influence.

“You two… are just in time…” A very disheveled Blueblood announced as he walked forth out of the darkness of his bedroom on stilted legs, like he was dragging himself forward unwillingly towards them.

“I’m afraid… that the magical corruption is here already. And I’m sorry, I can’t fight it any longer! And for it, I need you both...” he added in an uncharacteristically pleading tone as he stumbled forward further, visibly fighting himself, his pendulous organ swinging in wide arcs beneath his belly as he walked jerkily, each movement flinging a spurt of clear fluid onto the floor around him.

“Need us…?” Concord had a sudden—and strangely heady—idea of what the Prince meant, his membrane wings beginning to stiffen out to the sides, leaving him increasingly unable to fly.

“Y-you mean…” Riesling’s wings got rigid even more quickly as he had a sudden image of the Prince’s insulting muzzle silenced by being wrapped around the head of his hardening organ.

“Need… bat-ponies…” Blueblood licked his muzzle repeatedly as he shifted his efforts forward, beginning to stroke their rapidly lengthening shafts directly, encouraging even more blood into them and causing their hips to begin to involuntarily buck. The two stared at him in shock as they witnessed the Prince’s unlikely actions and sensed what was happening, but neither resisted, very strong memories of time they had spent on the hunt together abruptly asserting themselves from their Callisto’s Call a decade past.

Memories that recalled a surprise Everfree snowfall in October, a frigid moonless night, a campfire that wouldn’t stay lit… and a shelter barely big enough for one that had ended in a way neither had ever dreamt possible.

“Need to be… taken...” the Prince tried to restrain the words only for them to spill out of his muzzle, the admission both visibly paining and exciting him along with the two surprised and now-sorely aroused thestral stallions, who were beginning to kiss each other lightly even as they each kept a slitted eye trained on him, their more tapered equine organs now fully erect and pulsing.

“Take me… tuck me…” he made the invitation explicit by turning away from them and flagging his tail, lowering his front quarters to show off his inviting anal orifice, which began contracting repeatedly, all but winking helplessly like them in an enticement that caused them both to emit a sharp hiss and take an involuntary step forward, only to catch themselves from going further—just barely.

“M-my Prince, ‘tis not that we do not wish to—your flanks are very fine and so very ripe for the taking!” He explained with a nervous glance and swallow at Riesling, whose hot cheeks and strong musk emissions betrayed his own excitement just as much as the rigid shaft hanging low beneath his belly. “But our duty is...”

The rest of the words caught in Concord’s throat as he felt the Prince’s slightly diffuse but erotically charged aura wrap around his organ. It began dragging him and his partner forward by them, towards the waiting Prince, causing the thestral soldiers to stumble slightly as they moaned at the magical touch, the Prince’s grasp somehow more delicious than any mare—or stallion!—the pair had ever known.

“Your duty, Guardsbats… is to attend me…” The Prince corrected them, using his aura to raise his tail and spread his flanks wide, displaying himself fully.

“Yes…” With that, the dry-mouthed pair ceased what little resistance they had left, finding themselves with the Prince presented to them, and their throbbing thestral organs now all but demanding to fill his proffered plot. “We must… attend you…” Concord agreed as he stared transfixed.

“Then take me...” Blueblood beseeched them once more in a tone they never dreamt they’d hear from him as their wings reached full erection along with their stallionhoods. “However you wish. And as often as you w-wish.” He licked his muzzle repeatedly. “Rut me. Fill me with your thestral glory! Now and forever, I... am... yours.”

He gave a choked sob as his aura involuntarily activated again, this time raising up the dark-furred Concord and hastily if somewhat clumsily undoing his armor, quickly stripping him bare. The pieces fell with a light clatter to the tiled floor of the foyer before the Prince gave his partner the same, if slightly more frantic treatment, leaving the two bat-ponies as naked as he was before them.

“Yes, My Prince…” The two dark-and-light bat-ponies chorused as if in a trance, taking positions on either end of him, Concord compelled to exchange kisses with him while Sergeant Rieseling found himself, to his great shock, being propped up by the Prince’s aura and forced to walk forward on his hind legs alone. The tip of his phallus was then guided slightly clumsily but ultimately successfully against the Prince’s puckered opening as, on the other end, Blueblood lowered his head to meet Concord’s organ.

The pair needed no further encouragement after that, surprised at the ease—and sheer ecstasy—with which their throbbing and tapered organs entered the Crown Prince of Equestria.