Luna found herself being given increasing pause as to whether coming to Hollow Shades for Nightmare Night had been a good idea.

She unquestionably loved the thestrals; her traditional servants and soldiers as they were. And she was certainly being feted like a queen by them as they welcomed their returning regent back to their unofficial capital, near what had once been her former mountain stronghold of Nocturnia, for the first time since the days of Nightmare Moon.

Their home-grown fruits and wines were excellent and their grain-brewed ‘moonshine’ at least passable—clearly the art of making it had suffered in her long absence; she resolved to send them some ancient texts on the subject after she got back home—and they even had an assortment of meats out for those inclined to indulge, offering fish and even a slow-cooked flying boar roast they had apparently hunted and slaughtered on the edge of the Everfree just a day earlier. Such indulgences included some by Luna herself, who, still steeped in the older ways as she was, lacked the qualms of most modern ponies about such things.

She was also happy to see that they treated the occasion as less an excuse for costumes and candy than a celebration of her, of all things night and nocturnal. What bothered her, however, was that they seemed to include The Nightmare herself as part and parcel with the rest, even going so far as to ask if she would take the form of Nightmare Moon.

Though uncomfortable at the request, she did so for the sake of being a gracious guest, only to quickly change back when she saw the thestrals around her fall instantly to bended knees and pledge their allegiance to her as they had a thousand years earlier. Their actions caused some very powerful—and to her consternation, not entirely unwelcome—remembered thoughts and emotions to begin welling up from deep within her; she suddenly found herself experiencing echoes of the jealousy and hatred of Celestia she once felt; echoes of her determination to destroy the day itself and rule Equestria as a single sovereign under endless night…

Even echoes of the wanton passions she had indulged in while under the thrall of The Nightmare, having few qualms about turning ponies into her playthings as both reward and punishment. She’d even been willing to invade their dreams to do it, bringing their deepest fantasies—and worst nightmares—to life depending on everything from the circumstance to her mood at the time, earning alternately their love and fear—and either way, their unquestioned loyalty—for what she could do both for them and to them.

To her surprise, it was those memories that were suddenly most prominent within her, recalling the debauchery she so gleefully indulged in with her subjects, servants and soldiers when she was The Nightmare, and she felt her form shifting again to match her suddenly heady thoughts, teeth lengthening into fangs and pupils thinning into slits again as she recalled the many sensual spells she knew and could cast. She licked her lips and her marehood instantly engorged at the idea of recreating scenes from her rather infamous Night Court right then and there, involuntarily winking behind her for it.

Suppressing a moment of panic at both where her thoughts were going and where they might yet lead, she purged them forcefully, announcing emphatically to herself as much as her hosts that she was not The Nightmare and would not take her form again. Recognizing her discomfort if not all the reasons for it, her thestral hosts promptly and profusely apologized, saying they only wished her to remember the oath of loyalty they once swore to her even before the rise of Nightmare Moon—an oath they still considered in effect regardless of the form she took.

Luna was scarcely reassured by that, and quickly gave them all an impromptu speech telling them all about the extreme anguish, loneliness and regret that being consumed by The Nightmare had caused her. She finished by saying she did not want blind loyalty, but soldiers and subjects who would fight by her side if and only if she was worthy of it, and be willing to fight against her if she ever fell into darkness again.

Chagrined, they swore they would, but couldn’t help but remind her that even as The Nightmare, she had done much for them, and they had never forgotten the love and favor they’d been shown, recounting stories and tales passed down through the generations of her short-lived Lunar Republic and the mighty leader she’d once been.

She thanked them for their consideration and efforts to remember her, even as she noted their remembrances did not include the evils and atrocities she had at times all too wantonly indulged in. She made no effort to correct them, however, deciding it was not the time to do so. At least ‘twould seem there is more peace between the two thestral races now, she noted with some satisfaction, watching a light-furred thestral foal play tag with several darker ones. In her day, there had been great deal of rivalry and bad blood between the far more numerous Nightborne and fewer but more day-friendly Lightborne, or ‘Highborne’ as they called themselves, each faction vying for her favor while trying to undermine the other.

While the former ruled the night but were blinded by daylight, the latter were well-equipped for high-altitude living and combat by virtue of their lighter coats; preferring mountain villages to the forested towns their dark-furred brethren favored. Though their night vision was not quite as good, the Lightborne could function and fight in sunlight for at least a few hours and were often her only daytime option against Celestia’s forces other than the few Royal Navy pegasi and unicorns who had defected to her side. Their rivalry had continued and only intensified after her banishment, as the thestrals were banished from pony society in turn, exiled to remote mountains and villages in and outside the Everfree and forced to start over there.

Celestia, to her credit, had not been vengeful and eventually offered at least the Nightborne bat-ponies autonomy and work, giving them what eventually became the province of Thestralslovakia, while they in turn kicked what they considered the treacherous Highborne out, banishing their lesser numbers to the southern and western fringes of their province. Unaware of their internal power struggle, and in exchange for paying yearly taxes to the crown and watching over the wild lands of the Everfree, Celestia had Cloudsdale refill the Nightborne’s water reservoirs annually and otherwise allowed her sister’s former subjects to manage their own affairs.

Over the three centuries that followed, they had succeeded in establishing a society that was, if not thriving, at least viable, forming their own government and militia and becoming stewards of the Everfree in the process. Still, they remained isolated from greater Equestrian society aside from a few trading posts and might have stayed that way… until the Gryphon Empire invaded Equestria and was forced to take a route to Canterlot right through the heart of Thestral lands.

Attempting to fight off the invaders alone, their resistance had been ferocious but ultimately futile in the face of the enemy’s legions and equally dangerous allies. But they’d bought precious time for the pony nation, stalling the gryphon advance for a few critical weeks and enabling the Equestrian military to spring a trap on the doorstep of Canterlot itself, saving the Capital and country.

War had forced the two sides to fight together and afterwards, as a reward for their efforts and losses, they had been slowly reintegrated back into Equestrian society. Though the process had never quite been completed as the bat-ponies were still looked upon with some disfavor by those who did not like their predatory inclinations and appearance, at least they were no longer treated as pariahs and their towns now dotted the Equestrian countryside, treated with light-dimming magic to keep their denizens able to work in darkness or day.

Her brooding was given some pause when she saw a young and rather large male costumed as Star Sable, the commander of her elite Shadowbolts during their war with Celestia, who was not only her greatest warrior but her longtime lover, even before her descent into darkness. Even consumed by The Nightmare as she was, her love for him remained; he was the one pony that even Nightmare Moon could never harm or punish and the only one who could safely defy her or tell her she was wrong. Luna had only learned upon her resurrection that he had survived the war, helping found a thestral colony of her former soldiers and staying unrepentant for all his remaining days for his service to her.

She loved him only all the more for it, and she had requested privacy for her first visit to his memorial statue, shedding a tear over his grave and apologizing to him for not only leaving him, but being so weak as to allow The Nightmare to consume her, dragging him and all thestrals into an evil and unjust cause.

If only I could see you again, my greatest hero… she told him with her thoughts, keenly recalling not just his appearance, but his scent and every curve of his face; his rich and commanding baritone voice as well as every caress of his wing and even the feel of him inside her, making love to her.

There has never been another one like you, nor will there ever be again. I miss you more than you could ever know, my love, she told him with her thoughts, leaving one of her own shed primary feathers at his graveside, encased in crystal with her own tribute carved into the block’s face. If only I could feel your warmth and embrace just one more time...

Traveling through roots via Timberwolf magic, Trixie quickly decided, was absolutely no fun at all.

One moment she was just outside the map room chamber with her hoof on Granny Smith’s back and staring several freshly sprouted and leafed branches in the face, and the next she had the nauseating sense of being forced through a small pipe in a sensation she couldn’t help but feel was akin to being squeezed through a tube of toothpaste.

Her senses went topsy-turvy and her stomach lurched hard as her vision and hearing became greatly distorted, only returning to normal as she was deposited somewhat impolitely on her rump in an entirely different room, leaving it all she could do not to retch.

“That… was… fun…” was all she could immediately manage as the room spun around her, trying but initially failing to stand up, her hoof going to her muzzle to forestall a sudden need to vomit.

“Sorry ‘bout that, young ‘uns,” Granny Smith offered as she helped the younger mare back to her very shaky hooves, still in her disconcerting Timberwolf form. “Ah know that ain’t no fun. It gets easier the more often y’all do it, though. Reckon Ah could tell y’all some stories about how Ah used mah power to smuggle mahself backstage fer some fun with the colts at Las Pegasus!” Her voice turned almost wistful for a moment.

Trixie blinked—why is she mentioning THAT now? “Another time, but for now, Trixie asks that we not do that ag—”

“Ssh!” Starlight quickly shushed her, clambering back to her own hooves and quickly recasting her stealth spell, probing the very ether around her with her magic. To her relief, she found nothing other than the usual privacy and anti-intrusion enchantments that Twilight normally used to secure her study, and the latter wouldn’t have been set off given their rather unique means of entry, coming up through a surviving branch that Twilight had turned into a centerpiece table in her room. Their entry had accidentally knocked a tea set that had been placed on it onto the floor around them, which thankfully had hit the plush purple rug that surrounded it soundlessly.

“Don’t disturb anything,” Starlight warned them, swiftly replacing the tea set as she identified the incantations Twilight had previously cast and carefully disabled them, leaving them in place but in essence simply turning them off. Simple in concept, but not in execution as it required meticulous magical lockpicking and nearly a minute to do. That accomplished, she then cautiously extended her magical awareness outward looking for any more traps or triggers.

She didn’t find any, but was scarcely reassured—she hadn’t detected the spells on the downstairs sconces either until they’d set them off; Twilight had somehow masked them. And that shouldn’t even be POSSIBLE given how good at magic I am! “I think we’re all clear…” she said somewhat hesitantly, but still found herself reluctant to step forth.

“You think?” Trixie repeated disbelievingly, casting a very wary look around. Her far-less-honed senses and abilities weren’t picking up anything out of place either, but despite her pretensions of being Great and Powerful, she knew full well where she stood on the subject of magic when it came to comparisons to the likes of Starlight or Twilight. The former was helping her get better at spellcasting, and she’d unquestionably improved greatly, but she still didn’t trust her aura as much more than a blunt instrument; the more subtle nuances of advanced spells and enchantments remained beyond her to that point. “That’s not very reassuring, Starlight!”

“Dang unicorns with yer heads all full of magical hoo-ha. Reckon it’s a danged miracle y’all haven’t lost yer other senses with all them spells you cast! Fine, then. Let me check…” Granny Smith was also unimpressed, not waiting for a response before padding forward smoothly between them on her Timberwolf paws and stopping a yard in front of them, sniffing at the air again, her bark-covered canine ears swiveling back and forth as she did so. She was surprisingly graceful in her new form, Starlight idly noted, moving quickly and fluidly; she seemed far less rickety and even stood up straighter in her hybrid body.

I swear she’s taller now too… Starlight gave the older mare an askance look, finding herself admiring how completely and brilliantly meshed her equine and canine features truly were, to say nothing of how graceful and elegant they made her. Have to say, she’s nothing like I thought she was—brave and powerful, completely at ease with herself and the curse she operates under. She also isn’t in the least bit afraid of Twilight or whatever this curse is, either...

“Anything?” Starlight asked. She found herself feeling a fresh moment of admiration and even affection for the older mare, who she admitted without whom they’d have far fewer options and might even have already been captured by the curse. So is her increase in height just my imagination, or maybe a more arched back is another side effect of the Timberwolf curse…? She found herself studying the other mare more intently again.

Unaware of where her thoughts had gone, Granny Smith finally nodded in satisfaction and turned back to them. “Nah. Coast looks clear. Ah ain’t pickin’ up anything ‘cept for some kinda passive magic on that there desk,” she said in a strong and clear voice, pointing with a wooden hoof to the large desk Twilight did her private correspondence at. It sat by the big bay window through which they could see a growing storm in the distance; the lightning flashes from it illuminating them and casting shadows over everything.

That’s odd—there weren’t any storms planned tonight; just spooky skies! Trixie observed in some confusion, taking more note of it than the others. Just what the hay are the weather teams doing…?

“Makes sense. That’s where Twilight keeps the journal she uses to communicate with Sunset Shimmer,” Starlight replied in some relief. “It’s in the center drawer—I know because I’ve been around when she’s pulled it out and written in it. It’ll be under much stronger magical lock and key, though. I can get through it, but doing so without alerting Twilight will take me some time,” she grimaced, mentally preparing herself for another several minutes of careful spellcasting. “It’ll be draining, too. I might need another of your ether potions after this, Trixie,” she said in some reluctance, knowing they could be addictive if you took too many too quickly.

“An ether?” Trixie repeated incredulously. “Starlight, we don’t have time! The longer we stay here, the more likely it is that Sparkle will find us!” All at once her nervousness returned, her eyes darting from wall to wall and ears flickering towards every barely-heard noise. “I say just grab it and go—do whatever you have to break in, then we get the hay out of here before Sparkle can do anything! We can use the tree combined with Granny’s power to get outside the range of her suppression spells and then teleport away! We can get the warning out and she’ll never find us!”

Starlight blinked at her friend’s surprisingly sensical statement and reasoning. “You know, Trixie, you just might be—”

“Ain’t no need. Reckon we can have our cake and eat it too. So just allow me…” An unconcerned Granny Smith announced, her eyes glowing a brighter shade of green again as she simply reached her foreleg right through the wood of the desk in a very uncanny manner, causing Trixie’s eyes to go wide and Starlight to cringe as she feared the older mare’s actions alone might trigger Twilight’s protective spell.

But to Starlight’s relief, nothing happened—the older mare simply felt around inside the desk and then smiled and withdrew her paw, to which was attached a large book, bound to her limb by small vine-like tendrils she had sprouted from the wood of her own body, allowing her to phase it through along with her arm. “See? No problem,” she pronounced with a smug grin, reverting her transformation in the dark of the room, her eye glow fading, now holding the book in an equine hoof instead of a canine paw. “As y’all can see, Sparkle’s spells ain’t got nothin’ on me or Timberwolf magic!”

“I’ll say it—I’m really impressed, Granny,” Starlight conceded as she accepted the book and plucked a quill pen off the tea table behind them to write in it, surprised again at how easily and readily the Apple family matriarch took charge, to say nothing of how useful she’d been.

“So that’s that, then. Now what say the three of us make like bandits and make out—uh, I mean, make our way out o’ this castle?” she suggested, stepping into the light of the moon and growing storm, offering them both a warm smile and wink. “You know, y’all are really brave, and good friends to mah kin. Reckon there ain’t many who’d take me being Timberwolf so well either.

“In fact, Ah’ll tell y’all right now that if Ah was forty years younger, and we were out on the town in Las Pegasus, Ah’d…” she began wistfully, only to trail off as she realized the pair were gaping at her. Starlight had the book open and her pen poised to write, but it was frozen in place, unmoving as its owner stared at her. “What’s wrong?”

“Granny?” Trixie asked, her jaw slack. “You’re…”

“Huh? Ah’m what?” Granny Smith asked in a bright, clear voice that completely belied her old age, feeling a strange warmth and barely remembered urges rising within her; ones she hadn’t felt in many years.

“You’re… young…” Starlight finished in amazement, seeing…

“Young?” Granny Smith echoed, then realized several things in quick succession:

She could see everything clearly and was no longer nearsighted.

She could hear everything with deep clarity.

Her back pain had vanished.

Her body felt limber.

Her mind was sharp and her voice smooth and clear.

With that, she immediately trotted over to a nearby mirror, while a dumbfounded Starlight and Trixie could only stare.

“I’m young…” she looked at her reflection, turning herself from side to side and staring at herself in amazement, beholding her youthful features and raising a hoof to her face to feel her lack of wrinkles; even her mane and tail had recovered their previous light gold hue. “By all the Apple Clan, I’m young!”She leaped high in the air with the same giddy excitement as Pinkie Pie often would.

“Granny, we’re glad for you, but we can’t stay here! You’ve gotta get us out of here!” Trixie begged her, but Granny Smith wouldn’t move away from the mirror.

“Ah’m Annie,” she corrected, tears in her eyes, unable to tear her gaze away. “Mah real name is Annie Smith! And Ah’d nearly forgotten; Ah’d been old so long!”

“Okay, Annie, then! Come on, we have to go!” Starlight added, trying to magically tug her away, filing away the mystery of what had happened to the other mare for later.

“Why? What’s the rush?” Annie asked, still admiring herself, taking the time to begin braiding her mane as Starlight had seen in older pictures how she had once styled it, giving them a strangely seductive look.

“Why not sit and stay a spell, y’all? Yer good company and reckon Ah’d love to share some quality time with y’all! Reckon everypony else is getting lucky tonight, so why not me?” She turned her gaze on the other two, something far more than simply friendly in her eyes.

“It’s been a few years, but reckon Ah remember how! So whadaya say, fillyfriends? Heard from AJ you two were an item, after all! Well, reckon Ah was quite the fillyfooler back in mah day too, and you’d be surprised what Timberwolf magic can do! Wanna find out?” Her eyes glowed green again as she spoke in a tone that was somehow more than mere invitation.

“Starlight...” Trixie swallowed, beginning to back away from the previously older mare, whose glowing gaze was growing ever-more salacious and hungry, starting to size them up like a fresh meal. “I think the curse did affect her…”

“You’re right…” Starlight agreed with a pit quickly forming in her stomach, swallowing hard. “She was never immune. It actually infected her from the start. But before she could be a proper host and predator to spread it, it had to fix her age first…” The implications made her head swim even more than the scent of fresh pine in the air as the other mare’s Timberwolf’s magic activated again, a pleasant smell not unlike a Hearth’s Warming tree.

“Get back, Trixie! Get behind me!” she ordered, reinforcing her privacy screen with an additional magical barrier. “Granny—I-I mean, Annie, please… this isn’t you! Fight the urges and remember yourself! Remember we’re trying to stop this curse! We’re trying to save your kin!” Starlight tried, frantically trying to think of a spell that could restrain her without hurting her.

To her brief relief, that seemed to give the now-youthful mare a moment’s pause as she turned it over in her head, only to smirk and shake her head. “And save them from what, filly?” Annie all but snickered, starting to slowly walk towards them, her eyes still aglow. “From making me young? From restoring my full power and unleashing that of my kin? From making me able to enjoy all of life’s pleasures again and help others to do the same?” she recited with increasing glee, her eyes playing over them both, seemingly undressing them from their costumes with her eyes, though it was hard to say for Trixie given her pupils were invisible, the showmare cowering behind Starlight and fumbling with another of her smoke bombs even though she had no idea what good it could do.

“This ain’t no curse, filly! It’s the best thing that’s ever happened to me! And now y’all wanna take it away? No chance!” she proclaimed as suddenly the former Golden Oaks library branch table quickly sprouted leaves and then exploded into a riot of large pink-and-white apple tree blooms right beside the pair, discharging vapors into the air. One whiff of their sweet and heady apple aroma and Starlight felt herself going dizzy, her spell faltering as the urge once again grew to give into the curse; this time by giving into the other mare’s advances.

“B-but that’s…” It was all Starlight could do to hold on and maintain her remaining barrier, having never imagined Timberwolf magic could be used in such a way. “Granny…” she gritted her teeth, trying desperately to choke back her own growing excitement… and a very uncomfortable thought that the other mare might actually be right. “Please…”

“It’s Annie. And surprised, Glimmer? That’s a little Timberwolf trick Ah figured out way back—so how y’all like my aphrodisiac apple blooms?” Annie Smith smirked as she watched their cheeks become flushed and heard their breathing quicken. “Wasn’t above using them on the colts and fillies I liked way back when. ‘Fraid your feeble magic won’t be able to block this! So why don’t y’all just sit back and enjoy yerselves? In fact, reckon Ah really have to insist!” She said as she took on her full Timberwolf form and channeled her power right through the wooden floor, causing the tea table to erupt with new branches that quickly coiled around their limbs and began to pull them back towards the table.

They barely had time to register that before additional fresh wood audibly sprouted from its center and, as they turned their heads to watch, began growing upwards before angling towards their hindquarters, quickly solidifying into large and unmistakably phallic shapes pointed directly at their increasingly winking and glistening marehoods. Trixie’s was canine while Starlight’s was equine in appearance, glowing green sap drooling out of their tips as it stretched upwards towards them, closing the distance between them despite their desperate and faltering efforts to magically resist it, trying to hold it back.

“Please, stop!” Trixie begged. “Trixie doesn’t want to be cursed!” she proclaimed in a shaky voice, thinking she’d rather have a corrupted Sparkle there than the former Granny Smith at that moment, who they could seemingly do nothing against.

“It ain’t no curse, so don’t fight it, filly! Y’all are gonna love this! And this trick is what Ah call, ‘Morning wood!’ She began to pleasure herself happily as she watched the pair struggle to not let them reach her, only to find their auras were no proof against Timberwolf magic; the wooden constructs slowly and tantalizingly closing the distance. “Sure saved me during my heats when I couldn’t get rutted! Reckon the Gold Horseshoe Gals didn’t mind it either back in the day! And if Ah can use this curse to make ‘em all young again, Ah will!”

“Enough, Annie! Do you really want to turn into a mindless beast like Big Mac and Applejack?” Starlight tried one last time, feeling her will starting to crumble. “Please, let us go! I don’t wanna hurt you!” she tried some bluster even as her head swam in mingled pine and apple aromas, feeling herself increasingly on the verge of total surrender. She was finding the fact that the other mare was overpowering her magically to be a strange yet rather strong turn-on, and worse, she found herself urging the wooden construct to make contact with her and fill her.

Annie just laughed. “I won’t, and don’t worry—you can’t! So you may as well give up, Glimmer! Ah can tell you want to! And as for mah kin?” She grinned and licked her lips as the heads of the wooden toys neared her quarry’s swollen entrances, causing both to whimper and they sensed the magic that infused them nearing them.

“Don’t know what AJ and Big Mac are doin’ right now, but that’s fine—far as Ah’m concerned, they can rut whoever they dang well please!”

Author's Note

Hey folks! The first two sections are ready, so you’re getting it an evening early. The third section will follow in two days. As I think you can see, Eclipse wasn’t just blowing shade when she said that in Granny Smith was the instrument of Starlight’s capture! Don’t worry, you’ll hear from her again shortly, but you can bet she’s having a very good time observing this from afar! And those of you who read Firefly may note some hints of events to come in the first section.

Thanks go to AJ_Aficionado, Silentwoodfire and Denim_Blue for their usual meticulous prereading. So how are Trixie and Starlight going to get out of this one? Well, I admit I didn’t quite know until one prereading comment gave me an idea. Stay tuned! And be looking for the next chapter on Monday!

Image credit goes to https://www.deviantart.com/spyker88/art/Young-Wet-Mane-Granny-Smith-407265235