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.