Opalescence shrieked and fled upstairs while Rarity stood frozen in place as the nightmare versions of her friends entered her boutique via Timberwolf magic, phasing right through the wooden walls and sizing her up hungrily. As she watched, the three quickly fanned out to encircle her, invading her home and shortly, she realized with both a thrill and a chill, her very body.

Under any other circumstance, she would have met the sight with a shriek even louder than her pet’s. She would have normally followed that up with a series of magical bolts, grabbing everything within reach from her ponyquins to her sewing implements, whirling them about her in a desperate attempt to defend herself from their all-too-obvious intent; given their large and erect canine and thestral stallionhoods hanging low beneath their bellies. The latter, she couldn’t help but note, was a foot long and hanging off Fluttershy while the former were just slightly shorter but had a thick swelling at the base, attached to green-eyed and wood-covered versions of Applejack and her older brother. The lupine siblings licked their lips with their canine tongues at the sight of her and rumbled low and lustfully, their unlikely organs already drooling a trail of green-glowing seed on the floor.

Under any other circumstance, she would have found the very notion of being taken by Timberwolves abhorrent, and even more appalled that her beloved Applejack was now one of them. But as desperately horny as she was, her thoughts clouded and all focused on gaining release, she couldn’t help herself, staring raptly at their offerings, her ever-increasing excitement almost completely overriding her fear.

“A-Applejack…?” Rarity couldn’t help but call out with an audible tremor in her voice. “What’s happened to you?” she asked even as she took in her friend’s new form. The fashionista couldn’t help but admire how seamlessly her body’s equine features and fur transitioned to wood and canine features from top to bottom, finding it far more natural and suited to her than the costume she had previously worn. Applejack’s organ itself, however, was still just figurative wood instead of the literal kind, to her great relief. “What’s happened to all of you?” she asked as her gaze flitted from one to the other, lingering between their legs.

Applejack’s only answer, however, was to pounce on her longtime lover as a pet dog might, knocking her over onto her back and then standing over her. Her twig-and-leaf-laden tail wagged quite happily as she licked Rarity’s face with her canine tongue, followed by nibbling with her newly sharpened teeth all along an ear—an action that always made Rarity go weak-kneed when her friend performed it—her agile tongue finding places it couldn’t before, even wrapping around her ear base briefly.

She didn’t linger long there, however, before turning her attention to Rarity’s muzzle directly. She licked her friend’s lips just twice before easily slipping her slick and narrow tongue between them, darting inside Rarity’s muzzle to Prench kiss her in a new but not unpleasant manner. She began to grind her new malehood along the length of the fashionista’s dress-covered belly as well, leaving a trail of dimly-glowing green wetness among it and causing the flesh beneath it to tingle.

Rarity barely had enough time to register all that before Applejack was shortly joined by her brother, who began sniffing and lapping at the fashionista’s gown-covered—but still-winking—marehood right through the sheer fabric while Fluttershy flew to the overhead light and then hung off it, looking directly down, her red eyes unnaturally wide and glowing bright red.

Eyes Rarity found herself falling into, sensing her friend’s renowned Stare compelling her to lie still and submit herself to them before Applejack blocked her view, beginning to position herself and her canine organ over her head while her brother did the same between her legs from further back, though also pawing somewhat roughly at her, trying to bare her dress-hidden teats.

Though she was very horny and found none of it unpleasant, and both the mating manner and position they presented was quite kinky—nopony, least of all Applejack, would ever say she was a blushing violet in bed or reluctant to try new things!—Rarity still found her high standards asserting themselves, rebelling at being treated so roughly and with no consideration for her home and sensibilities, angry at the mess they were making of both her shop and one of her favorite dresses.

“Enough!” she shouted, catching their immediate attention, the force of her voice and the magical eruption that followed rocking her friends backwards.

“Applejack and Big Macintosh, get off me this INSTANT!” she ordered them both vehemently, punctuating her demand with another flare of her horn that picked the pair up and set them down away from her, allowing her to stand back up and brush herself off, quickly setting herself back to rights, smoothing out her dress and still-short mane.

“I mean, honestly! Timberwolf or no, I am surprised at both of you! But especially you, Applejack! You know I would do anything for you, darling, but instead of presenting yourself properly, you simply seek to throw me on the ground and rut me? And after all the time I spent teaching you proper foreplay?” she tut-tutted, tapping the other mare—she refused to use the term for a female dog for her, even with her thoughts—on the nose with a hoof.

To her satisfaction, it worked as Applejack whimpered an apology and backed away with a chagrined expression, her head so low it was scraping the floor of the boutique. “That’s better. At least you remember who was always on top! And that brings me to you, Fluttershy!” She next turned her livid gaze on the corrupted bat-pony version of her friend, who immediately wrapped her bat-wings protectively around herself even as she still hung upside down from the ceiling lamp, peering out from behind them at her angry friend with glowing red eyes and a worried expression.

“How dare you attempt your stare on me! We have been friends for far too long for you to use such a crutch to induce my submission! For all the spa dates we have had and good times we have shared, if you wished my company and intimacy, all you ever had to do was ask!” She poked the other mare in the chest with her silver-shod hoof, whose lip quivered. “But since you didn’t, I am now of a mind to not share myself with you!” Rarity stuck her nose in the air and very deliberately turned away, causing Fluttershy to cover her face with a membrane wing and make crying sounds, softly screeing her plea for forgiveness.

Rarity’s expression softened, if only slightly at that, though she found something else welling up from within her as well—a feeling she’d last had when she’d done some roleplay with Applejack that involved tying her up with her own lasso. “At least you realize your mistake. And for it, maybe I will grant you another chance in due time. But as for you, Big Macintosh…” She turned to Applejack’s equally corrupted and chagrined brother, not intimidated by his massive stature or the size of his still-erect canine stallionhood in the least.

“I would have thought you of all ponies would know by now how to properly treat a lady! But instead, you simply expect me to accept you without so much as a flower or first date? You act not like a gentlecolt, but like the most vulgar ruffian imaginable, pawing at my mammaries and ripping at my dress like we are not in my sanctuary but the ancient court of Coltugula? Hmph! And what would Sugar Belle say if she could see your behavior now?”

At the mention of her name, Big Macintosh went hangdog, his ears and tail drooping as he likewise whimpered and prostrated himself at her hooves in apology, tucking his twig tail between his legs. Seeing his submission, Rarity felt her remaining fear ebbing to be replaced by a feeling of power and control—a feeling she found she very much liked, her excitement beginning to surge again for it, suddenly wondering how far she could take it.

“Much better. Perhaps there is hope for the two of you yet, then. Now, sit up, darlings!” she ordered.

They instantly did so, if a bit uncertainly, their arousal still evident; their organs poking out between their front legs with their tips. They still drooled a glowing green liquid on the floor that, she noticed with some surprise, caused the wooden slats of her floorboards to green up and even create small sprouts directly out of the wood fibers. “And hold still while I inspect you!”

It was all they could do to obey her, the pair whimpering and trembling visibly as she grasped their exotic Timberwolf organs in her aura, both taking an involuntary hump into her magical grasp at her first contact as she ran a tendril of magic along their lengths, adding a sensitivity spell she’d learned earlier for effect. The two bit their lips and whined at that, visibly restraining themselves in the face of their new mistress’s orders, their organs twitching and hip muscles contracting repeatedly; their apples visibly swelling further at the stimulation beneath the thin coating of bark that covered them.

“How unusual…” was all Rarity would immediately say as their shape and texture registered, rolling their more lupine apples in her aura before returning her attention back to their stallionhoods—or was wolfhoods the term? She would have to ask Twilight at the earliest opportunity—and beginning to stroke them in earnest, feeling them swell even further at her caress. Her magical awareness, though hardly as honed as Twilight, was still sufficient to pick up some very exotic variant of Everfree magic within them, interacting with her own aura and trying to reach out for her, all but offering itself to her.

Offering to make me… like THEM? she sensed on some level, and then shortly realized with some shock that as incredibly aroused and needy as she was, she wasn’t even that put off by the idea. She found herself suddenly imagining how her dressmaking would improve if she could wield Timberwolf magic, enabling her to grow her cotton fabrics directly and to her own specifications.

I could even create the dyes I need! Or maybe color the cotton right on the plant! She further catalogued even as she continued to stroke them while pointedly ignoring Fluttershy behind her, whom she was still angry with, keeping her back deliberately turned to the other mare despite her unhappy sounds at being left out. Nevertheless, she gathered her nerve and began edging closer along the ceiling to watch, at least until Rarity turned to her and glared her back.

“You will stay put until I say otherwise!” she commanded her longtime friend vehemently, who drew back instantly in surprise and fear.

Satisfied, she turned her thoughts and attention back to the two corrupted Apple siblings, considering her next steps. Well, Applejack and I were planning to do some roleplay in her Timberwolf costume… she reminded herself slightly headily. So why not do it for REAL? She felt a fresh thrill course through her at the thought, realizing she could not only control, but outright dominate all three of her transformed friends, wondering how far she could push it. Then let us start with…

“Do you like my efforts, Big Macintosh?” she asked with a wry grin, seeing easily that he indeed was from not just his slightly frantic nod, but from the sap-like sweat that was breaking out between the cracks of the tree bark that framed his green-glowing eyes like a mask. “Then tell me… do you want to rut me?” she asked, not letting up.

Giving an even sharper nod that accompanied his lupine whine, he tried to take that as an invitation and began to step towards her but she instantly stopped him again with a hoof to his lips as Applejack watched with an envious expression and pawed at herself gently until Rarity seized her paw in her aura and firmly moved it away. “No, Applejack, you may not touch yourself!” Rarity informed her, causing her to bite her black lip and tremble, but nevertheless obey. “Not until I say you may…”

She wondered on some level why she was acting even more dominant than usual, but found that she didn’t much care as she turned her attention back to Big Macintosh. She couldn’t help but note that he was exactly that, both in size and in overall stature; his erection having two inches of length on his sister and significantly wider for it. “Such fine equipment…” she mused, noting her approval brought a smile to his face and her continuing caresses a quick lick of his lips, restraining himself with all his might to keep from humping into her aura. “So, tell me, Big Macintosh… have you rutted Sugar Belle before?”

He whined and gave a single nod, closing his eyes and licking his lips again as he remembered.

“I see. And was she satisfied with your efforts?” she asked through hot cheeks as she continued to stroke him. She sensed just being in contact with it was feeding her corrupted Everfree magic even through her aura, but she didn’t care.

He gave a second, much more emphatic nod, spreading his legs a bit more as her magic tracked further back along the base of his organ, starting to approach his canine knot.

“And did you always treat her right?” Rarity asked, smirking as she recognized the effect her efforts were having on him, feeling even more powerful for it.

He smiled and puffed his chest up proudly in answer; even Applejack looked gratified at his unspoken reply.

But far from being pleased herself, the eyes of his new mistress narrowed and she withdrew the touch of her wonderful aura, leaving his twitching wolfhood bereft of sensation. “And did you treat me right?” she suddenly demanded to know. “Did either of you?” she additionally asked with a pointed look at Applejack, withdrawing her touch from her marefriend as well.

Big Macintosh deflated instantly at the undeniable answer, hanging his head low and looking away with a whimper. Applejack shook her head and likewise went chagrined, cringing apologetically in a very canine manner before her.

Satisfied she had their attention and was now in full control of not just him, but all of them, she reached up to grasp Big Macintosh’s chin with her aura and turn his head back around to face her. “I am a lady, Big Macintosh! Surely you know how to treat one from your time with Sugar Belle?”

He nodded frantically. “Then show me!” she ordered, stepping away from him and putting herself back to rights, smoothing out her rumpled dress and touching up her makeup. Once her appearance was pristine again, she turned slightly away as if to model for him, presenting her undeniable beauty in full display. “If you wish to have me, then I will demand you court me properly!”

He whined once, licking his muzzle at the sight of her, but obeyed. He thought about it, giving a glance to his sister before looking down, deciding what to do. He then put a paw against the floor and concentrated, his green eye glow growing brighter as he channeled his new power, causing the wood of the floorboards to sprout a new plant which grew swiftly into a stem and bud that shortly blossomed into a single red rose. He plucked it with his muzzle and presented it to her in offering, reaching down to gently pick up her hoof with a paw and lay a lick on it as he left the rose in her hoof.

Despite herself, Rarity found herself quite impressed. “A Royal Greeting and a rose? And one you grew yourself just for me?” she catalogued, accepting his token and sniffing it, feeling her head swim from its fresh floral scent, tinged with additional Everfree magic as it was, sharpening both her excitement and her increasingly all-consuming desire to dominate. “I approve, Big Macintosh!” she favored him with a smile and, at her words, Big Macintosh stepped towards her hopefully again. But to his frustration, she again stopped him, this time with a hoof to the nose.

“Not yet. As it seems you all wish me, you must all prove yourselves worthy of me first!” she announced, deliberately flashing some flank at Big Macintosh as she turned towards his sister next. “Now it’s your turn, Applejack! For all our time together, you of all ponies should know me well! So what will you offer me? How will you woo me?”

Applejack whined, pawing at the ground impatiently, but shortly duplicated her brother’s feat, except she grew a small apple tree that likewise blossomed but produced a series of mottled red apples with some narrow greenish-yellow areas centered on the stems and radiating outward from them. She picked one with her muzzle and offered it to her to share, her tail wagging hopefully again even as her organ continued to drool on the floor beneath, the magical Timberwolf seed producing mostly a deep green moss as well as a few sprouts of unknown type.

“A Honeycrisp Apple? Why, Applejack, you remembered my favorite kind!” she praised, taking a bite of it and finding it absolutely delectable, perfectly balanced between sweetness and tartness—much like ME! She grinned at the thought, feeling additional magic infusing her and making her marehood involuntarily wink again beneath her dress, leaving the fashionista wondering how much longer she was going to able to hold back.

But for the moment, she was enjoying the feeling of control far too much to stop. “Well done, Applejack! And I believe I did promise you oral before…” she recalled in a musing tone, causing Applejack’s pupil-less eyes to go wide, and her organ to twitch hard. She, too, began to step forward, but was stopped again with an upraised hoof to the nose, causing her ears to droop and her whine of frustration to grow more insistent. “Be patient, my love. For first, I must attend to you, Fluttershy!” Her voice turned stern. “Now come forth!”

But instead of stepping forward to present herself even though her arousal in the form of the large bulge behind her wings was quite evident. She softly skreed and shrank back into the far corner of the room, hiding her face behind her wing, making weak sounds of fright at the force of her mistress’ personality and fear of an additional scolding.

Despite how much she was reveling in the power she felt, and her desire for even more of it—she had always enjoyed being on top, certainly, but this was taking it to new heights!—Rarity couldn’t help but feel a moment of pity for her longtime friend and confidant, recalling that in her Flutterbat form, she wasn’t a true thestral, but more akin to the fruit bats she sometimes cared for and Applejack had so despised.

“Now, now, my dear…” she soothed and then, remembering how Fluttershy had cared for injured fruit bats she’d found, she wrapped the transformed mare in a summoned blanket from her bedroom as she hung upside down and offered her the remaining half of the apple. “Here, have this.” After some more coaxing, Fluttershy somewhat hesitantly accepted it, draining its juices quickly with her fangs and licking her lips afterwards, the bulge beneath her wings growing again. “There you go. I could never stay mad at you, Fluttershy. And in truth, I’m quite flattered—for all these years we were friends, I never knew you looked upon me as desirable!”

Fluttershy nodded sharply and chirred, chancing the barest of licks of her new mistress’ cheek before retreating back behind her wing and blanket again, afraid of her reaction.

Rarity smiled again at that—despite her menacing appearance, her friend was just so utterly adorable in her bat form! “Very well, then. It is now your turn, Fluttershy. You wish my forgiveness? This is your chance! You know me well enough to know what I like! So how will you court me? What can you offer me?” she challenged.

The thestral-like mare’s lip quivered as she couldn’t immediately think of anything, having no ability to grow plants. Then abruptly her red eyes lit up. She skreeed excitedly, making motions with her thick-furred hooves to wait, and then flapped her wings hard before flying out an open window, taking flight into the stormy night.

“Now where is she going…?” Rarity wondered aloud as she walked over to the window herself, feeling a fine mist of rain being blown in; one that somehow made all her flesh and fur tingle at its touch, leaving her excitement spiking even more. She deliberately flagged her tail at Applejack and Big Macintosh, unraveling the inside of her dress’s tail hole just enough to show the top of her marehood and causing them both to step forward, only to be picked up and then put back down in her aura yet again.

“You will behave yourselves!”She warned them both even as she smiled, her desires for sex and to dominate now feeding into each other quite nicely. “If we are to do this, we will all be present and it will be on my terms!” she told them even as her thoughts were going in increasingly forceful directions.

Why stop with these three? If everypony is becoming this way, I could put the entire TOWN under my thrall! The odd thought crossed her mind, and, far from being repelled by it, she could only revel in it, enjoying how powerful and utterly sensual it made her feel, hiking up her dress another inch to show some of her cutie mark.

It was less than five minutes before Fluttershy returned through the rain, and to Rarity’s surprise, there were two other ponies she was gently herding along—Aloe and Lotus, still dressed as mythical sirens but looking rather unkempt, like the pair had just been interrupted in the middle of mare-on-mare mating…

A fact confirmed as Rarity took in their dazed expressions and torn costumes; they’d clearly been doing the swirl when Fluttershy had found them! But they seemed barely aware of each other; only of her!

“We are at your command, Mistress Rarity,” Lotus spoke first, approaching and bowing low before her.

She was shortly followed by her sister Aloe. “Do you wish a spa treatment? Or something more… sensual…?” she said almost hopefully with an identical bow, her pinprick eyes fixed on the fashionista.

Rarity had seen that glazed look before on animals Fluttershy had used her Stare on, and the realization of what her friend had done brought a smile to her face. “Why, my dear Fluttershy, you brought me my favorite masseuses!” she said in giddy delight, considering what she would have the pair do; her mind already starting to go in some very lurid directions. “You do know me well!” she praised, causing Fluttershy to give a happy churr and clap her wings together excitedly as she retook her place hanging from the ceiling, waiting to see what her friend and mistress would do.

“My, such wonderful friends I have! Such superb servants! Such magnificent gifts!” She recited to nopony in particular, starting to realize how much power she truly could have. Why stop with them? Why stop with even Ponyville? With this kind of power to dominate and such friends and abilities at my command, I could have all of EQUESTRIA! She thought giddily. But first… pleasure before BUSINESS! “Very well, then. Aloe and Lotus, attend me!” she ordered, and they promptly did so, stepping to her side.

“What is Our Lady’s command?” Lotus asked; her arousal still in evidence from her namesake scent, a fact not unnoticed by Rarity.

“For now, hold still.” She considered them for a moment before continuing, inspecting them from several angles, noting that their undeniable beauty and upscale airs nearly matched her own. “As tempting as it would be to have you pleasure me immediately… I am nothing if not generous. I gather that Fluttershy interrupted you both, so… by all means, continue! Entertain us. Entice us...” she commanded with a lick of her own lips, stepping back and pulling forth her nearby reading lounge to give them a makeshift bed.

“As our mistress wishes,” they responded as one but with an eager grin that suggested to Rarity they were no stranger to such acts, the two sisters starting to make out with each other at first tenderly but with increasing urgency, causing Big Macintosh to sit bolt upright as he watched, unable to stop licking his lips or prevent himself from stroking his enhanced lupine organ. Beside him, Applejack was little better, sniffing the air somewhat frantically as more flowers and fruit began blossoming from her tree, while Fluttershy slowly stroked herself with her wing fingers wrapped around her own organ.

It wasn’t long before the two spa mares fell sideways onto the bed, pawing at each other’s costumes and finally all but tearing them off each other in their desperation to rut, reversing positions to go into a swirl pose, first working on each other’s teats and then their marehoods. Rarity couldn’t but admire their technique, easily on par with her own, which she had for so long and so carefully cultivated—one simply never knew when it might be needed, either to pleasure her lovers or simply seal a business deal properly—and she found herself immensely enjoying the scene.

So were her friends, who were now barely able to restrain themselves from pouncing the pair, creating alternately low bat-pony purrs and lustful Timberwolf growls. But they did not, obeying their mistress’ instructions, though they kept looking to her hopefully. Finally, Rarity decided to ‘kick things up a notch’, as she’d heard Starlight use the human term once upon her return from the human realm. And I do believe I heard from Twilight that humans had far fewer qualms about inter-gender oral! she recalled, smiling at the sudden idea she had.

“Timberjack and Timbermac!”she called out, pleased with herself at the new names she’d come up with for them.

Though they both blinked, they perked up, recognizing she was addressing them. “Lay on your backs!” she commanded, and though surprised, they did so promptly, their canine erections prominent; Applejack’s standing at nine inches and Big Macintosh’s at over eleven. “And now, my new servants…” She turned back to Aloe and Lotus, who instantly stopped their activities despite how close they were to climax, obediently awaiting her next order.

“Yes, Our Mistress?” they chorused.

“You will now attend them… and as I promised Applejack earlier this night, you will do so orally!” she instructed, causing the two apple siblings’ pupil-less eyes to go wide and their organs to suddenly twitch, a spurt from the top of Timbermac’s organ announcing how much he liked the idea. Rarity did as well, she was surprised to realize—though she had no particular desire to perform the act herself despite Twilight’s assurances of how much she’d enjoyed it—given the fashionista’s relationship with Applejack, she was more into mares than stallions at that point, after all—she greatly enjoyed the idea of seeing others perform acts they normally wouldn’t!

“Yes, our mistress…” The two spa sisters obeyed as if in a trance, picking themselves up and slinking sensually over to the pair, who watched them approach, trembling slightly and spreading their legs wider. As the two sat beside them, Applejack grew a carpet of moss under her head as a pillow so she could watch more easily, providing one for her brother as well.

As both they and Rarity watched raptly, the two earth pony mares gently grasped the Timberwolf in their hooves, stroking them slowly and in a surprisingly practiced manner that once again told Rarity they were not above performing slightly more special services for their patrons when the situation allowed. Already overstimulated by Rarity’s displays and magic, the two apple siblings bucked their hips hard at the contact, whimpering softly, reaching to grasp each other’s canine paw as Aloe and Lotus went to work in earnest, the former on Timberjack and the latter on Timbermac, lowering their heads onto their waiting organs.

“My… such exquisite technique…” Rarity admired them as they first licked along the entire lengths of the pair’s exotic Timberwolf equipment, nuzzling their knots before taking their heads entirely in their muzzles, causing their erstwhile clients to gasp and give a groaning growl. Greatly enjoying the scene and the knowledge that she had been able to bring it about, she was unable to quite keep her aura from pleasuring herself right through her dress as Fluttershy watched, flapping her wings happily again, her red-eyed gaze flitting back and forth from her mistress to the oral acts before her. She edged back over to watch more closely, still wondering desperately when she would be allowed to partake as well. Surely her mistress was not still mad at her after all this!

But Rarity still did not invite her forward. The fashionista sensed Fluttershy’s gaze but elected to keep her aside for now, reveling in the control she felt; being able to bend to her will and sexually dominate not one but three of her friends at once, doubly so for them being bestial versions of themselves, turning their powers to her own benefit!

With Fluttershy, I could have all the servants I want! With Applejack and Big Macintosh, I might be able to turn the very Everfree and all the Timberwolf packs within it to my side! She thought with increasing glee as the latter two finally came explosively, their canine organs erupting into Aloe and Lotus’ waiting maws.

Proving once again the pair were no stranger to any sensual act, even ones not normally performed by mares, they accepted and swallowed as much of the green-glowing liquid as they could, their own eyes starting to glow green for it, though somewhat to Rarity’s surprise, they did not transform further.

“Well done, my new servants!” she praised. “And your reward? You may now finish yourselves however you see fit!” she told them, now enjoying herself as much for the feeling of absolute authority she held as the unquestionably erotic acts before her.

They bowed to her happily and did so, doing her proud by simply mounting the two Timberwolves in a mating position even Rarity herself had rarely used, going belly to belly and straddling them from above. They sank themselves onto the pair easily, their hooves on their Timberwolf lovers’ wooden chests.

It took less than another minute for the spa sister pair to ride the Apple siblings to orgasm, and when they did, a mixture of batpony and timberwolf features came into evidence; slitted eyes and tufted ears added to an anatomy ensemble they included their own hybrid stallionhoods with medial ridges and knots, their eyes and legs covered with a barklike mask even as their coats turned darker. But they looked barely aware of it all, relaxing into the embraces of Big Macintosh and Applejack.

“Superb!” Rarity applauded them, deciding it was finally time for the main event and attraction—her! “So, then, my new and loyal servants… as I could not be more pleased by your tokens of affection and performance, you have at long last earned the right to rut your mistress directly!” she announced, and they all needed little encouragement after that, all going to her and kissing, nipping and licking her in turn.

She made out with Timberjack, delighting in the feel of her new canine tongue as Timbermac nosed under her tail and began lapping eagerly at her glistening marehood right through her dress, which Rarity helpfully unraveled around the opening. Meanwhile, Aloe and Lotus begin massaging her flanks in a manner they knew she liked, and shortly thereafter Rarity found her teats being suckled by the pair as she pleasured their new stallionhoods with her aura.

“Join in, Fluttershy!” she commanded, and at long last she did so, skreeing happily as she flew down and found purchase on her mistress’ hindquarters, nipping eagerly but gently at her neck and ears. Rarity wasn’t quite certain of the sequence of events after that, but soon found herself being serviced by all five at once as she never before dreamed she might allow; lying on top of Big Macintosh belly-to-belly while he took her marehood and Fluttershy her tail, finding Applejack’s new organ filling her muzzle while Aloe and Lotus worked her horn together. She lost track of time, and shortly thereafter her very sense of self as an explosive and long-awaited orgasm finally overtook her, the curse beginning to consume her fully.

But before it could take full effect, a bluish miasma descended upon the house and passed through the walls like they weren't even there, collecting around its quarry. Lost in her own ecstasy, Rarity had but a moment to dimly recognize its identity before it intervened, not so much preventing as redirecting her transformation into a direction more favorable to it, drawing upon the unlikely mix of magic to mold its newly malleable and freshly retaken host as it saw fit. Latching on to her desire to dominate and her delight at being able to bend others to her will, it consumed her for the second time with surprising ease, overwhelming and incorporating her personality into itself, taking the powers the corruptive curse imparted as its own.

A bright blue-and-violet glow was suddenly seen through the windows of the boutique, creating visible beams of indigo light out the glass through the growing downpour, even outshining the flashes of lightning that were illuminating the scene. It continued for nearly a minute before its work was complete and the light ebbed.

As it faded, the sound of malevolent laughter was heard inside.

Author's Note

And there you go, folks. It should be obvious enough from the ending what (and who) emerged from that miasma, and if it’s not? You’re invited to check out:

https://youtu.be/mLd8wQARx40

As I initially envisioned this, Rarity’s capture was just going to be a straight rape scene, but then I started writing it and realized--no. She deserves far better. There should be a reason The Nightmare was able to re-possess her, and it would have everything to do with her more dominant sexual proclivities taken to the nth degree. So why not have her turn the tables by sheer force of personality? It also gave me the chance to show that even transformed, AJ and Big Mac are still actually there. Same with Fluttershy; their basic personalities remain intact. That’s the nature of curse. There was also a hint here as to the effects of the rain that’s currently falling. But more on that to come, as well as how the presence of the creature Rarity has become puts potentially a serious crimp in Eclipse’s plans.

I’ll be switching over to writing Flight of Firefly now for a couple chapters, but don’t worry--Nightmare Night is not forgotten. We have two more character arcs (for lack of a better term) to finish before all the pieces are in place for the middle phase of the story: Spike, and the CMC(!). And once they’re done? It’s finally time for the showdown between Starlight and Eclipse, and for an rather unlikely call for help to go out...

I acknowledge as always the contributions of prereaders Denim_Blue, Silentwoodfire and AJ_Aficionado, as well as Leo Archon this go-around, whose crossover fanfiction ideas are always interesting and make me think. Hope you liked, and thanks for reading!