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!