Author's Note

Hoo boy. Well, once again, a chapter is written by request of readers, and this one’s been a long coming—no pun intended! It’s CMC time! Just like with Rarity, the key to it was figuring out how to stay true to the characters; letting them shine and accept their transformations on their own terms. Once I figured out how to do that—which took about a week after I started writing—the chapter came surprisingly easy! So enjoy the tale of what turned out to be less a subjugation than... well, I’ll let you see for yourself, but the title should be a hint of what’s to come!

Content warnings for: futa zebra mare x adolescent fillies, curse-induced foalcon and at least initial non-con, exotic transformations (of course), age progression, heavy alchemy and potion use, oral, anal, tentacle rape, sizeplay, and everything in between. Pairings include Eclipse x Zecora, Zecora x adolescent CMC, and later a curse-corrupted CMC x Zecora.

The usual thanks go to my prereading crew of AJ_Aficionado, Leo Archon, Silentwoodfire and Denim_Blue, though I admit didn’t wait for all of them this time in order to keep my promise of a weekend release. So here you are. Nothing else to say at this point except have at it! And enjoy!

17: Turnabout Transformations

One hour earlier

The interior of Zecora’s home was a mess of knocked-over furniture, shattered vials, and broken barriers, both physical and magical. And yet, the home’s owner continued to resist despite her near-exhaustion, struggling to stay on her hooves and keep her foe’s magical constructs at bay behind a hastily erected series of wards that were slowly crumbling around her, assaulted from both above and below.

“Give up, Zecora,” an unwinded Eclipse advised with a smug grin, having deftly turned all of the zebra mare’s alchemic efforts to restrain or capture her aside, now focusing on her final defense, battering it down. “You can’t win. And I promise that losing will be so much more fun.”

“No!” Zecora shook, but stayed on her hooves, trying desperately to ignore her own arousal and increasing desire to just give in; a product of both a corrupted Twilight’s spellcasting and the incredibly alluring pheromones she was constantly pumping into the air. “It is clear to me, Twilight, that you are not well! This curse upon you, I must now dispel!” With that, she tossed another vial at Eclipse, knowing its coating rendered it impossible to be magically grabbed or levitated.

Eclipse didn’t try, allowing it to shatter at her feet. Cleansing azure fire instantly erupted from the broken flask and consumed its quarry briefly. But before she could so much as let out a sigh of relief, the arcane flames were extinguished by a single magical flare, and the former Twilight emerged from its fading smoke, completely unaffected.

“It’s Eclipse!” she automatically corrected. “Your new Queenand the future ruler of all Equestria! And what you call ‘curse’, I call a simple act of evolution! It hasn’t consumed me, my old friend—it set me free! And shortly you as well…” She created a phallic shape from her aura and licked it meaningfully, her slitted eyes locked with Zecora’s the whole time.

Despite her fatigue and fear, Zecora couldn’t help but blush, her marehood winking hard behind her as her mind immediately dredged up fantasies of Twilight’s construct filling her. “Such insidious evil has made you impure! But I swear on all holy, I will yet find the cure!” she proclaimed as she reinforced her defenses with a powder thrown into the air, briefly illuminating the spherical shield around her as it strengthened it.

But Eclipse only laughed as she continued her advance on the other mare. “Sorry, Zecora, but I’m not interested in a cure!And in a few minutes, neither will you!” she announced as, with a look of lascivious relish, she broke through the other mare’s protective enchantments with a quick but complicated incantation and then knocked her backwards with a wave of sheer magical force, shattering her alchemic shield and dissipating her defensive wards. Zecora barely had time to register that she was defenseless before she was snared by a fresh series of magical tendrils that erupted out of the very ground around her, appearing from a circle of runic symbols that materialized beneath her hooves.

“What? No!”She shouted as they snaked up her limbs and pulled her tail aside, turning her over and around to present to Eclipse fully.

“You fought well, my soon-to-be acolyte. But it ends here! You are defeated! Now accept your fate!” Eclipse instructed, stepping back to let her magical constructs capture the still-resisting zebra mare, who got off one last weak protest before her muzzle was plugged and she soon found herself suckling the tendril eagerly as her marehood and tail was shortly filled as well.

Her involuntarily aroused body stimulated from all orifices and angles, Zecora lasted less than a minute before an overwhelming climax claimed her, causing her body to tremble and transform. The process took less than a minute to complete before she opened her eyes again, to reveal slitted cat pupils and a much rougher and darker coat as well as tufted ears.

“Arise, my newest and most exotic servant,” Eclipse commanded once the transformation was complete. “Let me look at you.”

“My Queen,” Zecora instantly acknowledged, her voice unchanged as she stood and stared back at Eclipse in both wonder and desire, hoping against hope she was judged worthy of her new regent.

“Interesting…” Eclipse noted as she rose, her scientific mind engaging as she appraised her formally zebra friend with an interest that was mostly academic, probing her new body lightly with her aura to get a sense of its changes. She couldn’t help but take some pains to also feel the other mare up in the process, causing Zecora to close her eyes and lick her lips with her newly lengthened tongue as her flanks were squeezed.

“I admit, Zecora, that I wasn’t sure what form your evolution would take. Would it impart my bat-pony features, or would something else happen? It would appear, however, that the answer is the former—you now have thestral attributes imparted by me, including the eyes and ears, but your fur appears to be a mixture of Lightborne and Nightborne matching your stripes. Regardless, I sense greatly increased strength and stamina from your form, giving you the speed and power to heal quickly as well as defeat defensive magic. I thought it might also give you wings, but apparently not, which I find regrettable. But I suppose even this miraculous magic has limits on what it can bestow.”

“Fear not about that, my lovely Queen. I have ways to produce what is not yet seen.” Zecora smiled, showing a set of pointed teeth. “But Zecora, I think, is my name no more. Call me Enchantress, for it suits my décor!” She changed the firegem in one of the intact lanterns to emit a low violet light, bathing them both in it.

“How very fitting,” Eclipse closed her slitted eyes and grinned. “I’m sure the former Pinkie Pie would approve… if she wasn’t already transformed and on a mission. And now, my exquisite Enchantress, I have one for you as well!”

“Such power and skill I could not withstand. For your victory and beauty, I am yours to command!” Enchantress said as she bowed low before her new regent.

“Excellent,” Eclipse tipped the zebra mare’s chin up to give her a deep and passionate kiss, teasing the other mare anew briefly with her aura before materializing a pair of goblets and her bottle of human liquor, pouring a cup for them both. “Then I charge you with finding ways to recreate these same effects I used on you alchemically, and to enhance our evolution even further. As I suspect this revolutionary magic has an alchemic catalyst—one that in fact came from you, my dear Enchantress—it should be ‘right up your alley’, as my human friends say, to manipulate further.”

“Alchemic, you say? But how could that be? My contribution to this I do not yet see!” She stared down at herself and then back at her new Queen in wonder before accepting her offered drink.

Eclipse grinned knowingly at that. “Neither did I at first. But…” She went on to explain her theory of how the curse was created and when the former Zecora had accidentally contributed to it, as well as the effect it had.

By the end of the explanation, Enchantress had turned both eager and thoughtful as she sipped at her sweet humor liquor. “Remarkable and ironic, if your theory is true. For if so, it would seem that I provided the glue!”

“Indeed. And that alone earns you my thanks… as well as a reward!” Eclipse smiled and kissed her a second time as her magical constructs reemerged to take the now-unresisting thestralized zebra mare a second time, suspending her in the air where Eclipse could see her fully and give her friend her full focus and attention. By the time Enchantress came again, crying out around the tendril in her muzzle, she could only gaze upon at her new regent in pure awe and worship.

“Rise, Enchantress. Serve me well, and know that there will be much more of that to come!” she promised. With that, she materialized several more objects, leaving them at her friend’s still-shaky hooves. “But business before further pleasure. To that end, I offer you these items, both pony and human, to help catalyze further the alchemic part of our evolution. Use them as you see fit to create me new servants as well as find ways to augment my existing ones, and you will be very richly rewarded!” She cast a temporary sensitivity spell on the other mare, causing her to shudder and gasp from even the slightest contact, making her nearly drop her drink.

“A tempting offer, you do make. And one I will only too eagerly take!” she said as she accepted the spirits somewhat breathlessly. “Your gifts, my Queen, I will do my best to bestow. But alone, I fear, my progress will be slow. I require more ponies to carry out your will. Both servants and test subjects, so that your needs, I may fill!”

“But of course,” Eclipse acquiesced easily as they clinked their goblets together and drank, her magic then turned to putting the thestral-enhanced zebra mare’s home back to rights, repairing her broken furniture and cauldron, then taking great pains to properly reorganize her books and scrolls, replacing them on the shelves they had fallen from. “Fear not, my exotic and erotic Enchantress. I am patient, and I do not expect instant results. While you are at work, I will not be idle. As I gather more forces, I will send you some suitable ponies for your needs. And be assured, you are welcome to any who may come here seeking refuge!” She showed her teeth as she grinned; the gesture was promptly copied by Zecora.

“Be assured that I will work until the rise of sun. And be assured as well, that they will find none!”

Apple Bloom, Sweetie Belle, and Scootaloo realized too late that they had walked right into the spider’s web, watching in disbelief as their transformed and formerly most trusted friend turned her alchemic talents against them, snaring them in a fiendishly clever—and very sensual—trap of flowers and vines.

“So relax, my fillies, and do not resist. In fact, I’m afraid, I really must insist!” Zecora grinned as the magical liquid she drank took effect and an oversized zebra erection sprung up between her legs, causing their eyes to go wide and adolescent marehoods to begin arousing in anticipation, multiple sweet scents filling the air as the earlier potions and flower nectar took full effect on them.

“Fear not, young friends, for what you gain is no curse. I will share my Queen’s blessing, and you three shall be but first!”

“But Zecora!” Alone among her friends, Apple Bloom strained against the bonds that held her, briefly breaking free of the flower feeding her. “We don’t wanna be cursed! We wanna cure it!” she begged, but Zecora only laughed.

“There is no cure for what is not ill! You will see for yourselves once your bodies, I fill! And Zecora is a name that belongs to the past! You may call me Enchantress, as my charms will long last!” As she finished speaking, she tossed a strange powder into the air.

“Ya’ll! She’s crazy!” Apple Bloom proclaimed just before her muzzle was plugged along with the rest and the alchemic constructs snaked their way along her body. “We have to—“ Her words caught in her throat as the powder caused a fresh flower to bloom in her face, presenting itself, its aroma intoxicating and its tip already dripping a very sweet nectar onto her lips. She felt herself shudder at the contact as the liquid soaked into her mouth, leaving her adolescent marehood engorged and wanting even more.

“Crazy I am not! Let me put such talk to rest! For my first experiment is in fact a success!” She reared up and pinwheeled her hooves in celebration, showing off her long zebra erection. “Make you more receptive to rutting, my first priority was. And make your bodies more malleable, it also does! To enhance your transformations, was ordered by our queen! And with her help, such results will be seen!” She proclaimed as she mixed a fresh potion and then released a few drops into the vines holding them, causing them to increase their efforts and intensify their stimulation, to gasps and moans from her young quarry as they suddenly felt more aroused than any heat they ever had, their young marehoods winking, grasping at the tips of the tendrils brushing their most sensitive surfaces, threatening to enter them.

Their reactions were not lost on Enchantress. “But where are my manners? I am being a bad host. Seeing to your needs should of course be foremost! But I have needs too, you can plainly see. For servants and subjects, who will serve me!”

With that, she stalked over to the bound threesome and dangled her new erection in their midst, withdrawing her alchemically-controlled plants and flowers from their muzzles and offering them a new treat in return—her zebra stallionhood. They turned their heads to lick and nuzzle at it, only barely able to move enough to do so. Their heads swam from both her male musk and her equally heady female essence; the scent of fresh ginger filling the air.

Through it all, Enchantress stood still with her eyes closed, savoring the worship of her new organ for just a few seconds before stepping away and stilling her vines, stopping their stimulation, to the sounds of frustrated disappointment from all three.

“My apologies, young friends, but not just yet. Though tempting, I cannot lose sight of the goals my Queen set. For with climax comes change, you will soon see. And that change will be directed only by me!” she proclaimed proudly.

“So who should be first to evolve and grow? To receive such gifts as my Queen can bestow?” she wondered idly, looking back and forth between the three before finally settling on…

“I choose you, young Apple, to be blessed first! In the ways of love, I know you’re well-versed! So let us see how delicious your young body is. And what form it may take whilst in orgasmic bliss!”She walked and then stood over Apple Bloom, studying her before slowly drawing a hoof over her chest and belly, lingering only briefly over a teat before finding her marehood, causing Apple Bloom’s hips to buck and her to cry out sharply at the contact.

“Z-Zecora…” she called as the older mare began to work her nethers in earnest, feeling something primal and powerful welling up inside of her the closer she got to climax. “I… I…”

“Interesting…” Enchantress noted somewhat breathlessly as she continued to pleasure the young filly with her hoof, whose hips bucked and tongue lolled helplessly, her eyes unfocused and starting to show the barest hint of green glow. “Timberwolf magic, I sense in you. An old family curse, if my hunch is true. Use this, we can, for our Queen’s ends. And if so, to the Everfree packs, our reach now extends!” She abruptly turned and trotted off, heading for her potion pantry, leaving Apple Bloom reaching weakly after her, denied release yet again.

“The key for you, will be to retain your mind. And this can be done with an emerald I mined. For when combined with zap apples I obtained from your farm, it should preserve your memories while causing no harm!” She ground them quickly together in a mortar and pestle before adding them to an empty vial, then adding what Apple Bloom dimly recalled from many hours spent in Zecora’s presence was a catalyst designed to enhance alchemic reactions.

She’s gonna use that… on ME? She felt both excited and fearful, sensing her own deeply buried power welling up from within her, clawing at her.

“But how best to deliver it…? Oh! I know! Through my own organ will your new power flow!” With that, she drank it herself, shivered once, and then steadied herself again, turning her slitted pupils on Apple Bloom, glowing softly in the low light as she approached with the telltale clop of her hooves against her wooden floors. Her stallionhood hung low, its length swaying with her gait only an inch off the ground until she reached her quarry and pressed it against her slickened entrance, taking but a moment to breathe in the apple butter aroma she produced.

Despite her own dizziness and overwhelming desire, Apple Bloom’s eyes went wide as she looked down her own belly. “But… Ah can’t take that!”

“Fear not, young bloom, for I would not wish you pain. For the potions you have been given, I need not abstain!” As she finished, she pushed herself into Apple Bloom past her initial resistance, the opening of her marehood spreading wide to admit the tip of her swollen stallionhood.

“Ah!” she cried out, finding that whatever Zecora had done to her, her body was indeed adapting, stretching to accommodate the large mottled stallionhood, which finally slipped inside with a wet sucking sound, leaving her looking down at herself in amazement.

“But… that’s…” Apple Bloom couldn’t form the words as she suddenly found herself filled to the brim and overwhelmed by the sensations assaulting her, only feeding her desire to have more; to take it—and the magic it contained!—in as deep as she could.

Enchantress was equally amazed. “Such tightness! Such warmth! Such a young and delicious hall! And now, my dear Apple, let us no longer forestall!” She began thrusting hard into the much smaller filly as the other two looked on in shock and to their surprise, some envy as their captor sank herself to her medial ridge. A bulge was seen in her belly, but far from discomfited, Apple Bloom wriggled her hips, trying to work more of the massive shaft into her.

It took less than a minute for the older mare to drive the younger one to climax, and when she did… “Ah… ah! Arroooo!” Her cry turned into a howl as the change overtook her, the entire lower half of her body and upper half of her head turning into twigs and leaves; her hooves becoming paws and her eyes glowing bright green. Her mane and coat colors outside of the bark remained, however, and to Enchantress’ surprise, her entire body began to further alter and grow.

She sprouted her own canine apples and malehood just below her marehood, which remained clamped down tightly on Zecora’s member as she rode it through her climax, each orgasmic pulse of pleasure accelerating the change anew, giving her not just a large set of Timberwolf equipment, but a mature body to go with it, aging her to adulthood within seconds.

Lost in her own pleasure, Enchantress didn’t fully realize the extent of the change until she came down from her own orgasmic high, then looked down in amazement even as she remained impaled in Apple Bloom’s body. “Such incredible magic, our evolution has shown! It even alters age all on its own! A fine servant to our regent you will now be! But let us also tend your friends... to say nothing of me!”

She withdrew from Apple Bloom with a wet slurp, her slickened, still-erect organ trailing both the transformed filly’s nectar and her own seed. That done, she turned to her right. “As for you, Scootaloo, an opportunity this presents. Your stunted wings, our cause resents. A phoenix feather from our Queen should start their growth anew. Once that is, I make the proper brew!” She went back to her workbench to whip up a new potion, sparing just one glance at Apple Bloom, whose growth and transformation was finally slowing, ending with her a large and powerful half-Timberwolf mare.

“Wha…?” was all a dazed and barely protesting Scootaloo could say as she watched Enchantress work. “You can fix my wings…?” She barely dared to hope.

“Indeed I can, my young filly friend. With some help, you must understand,” she replied slightly breathlessly as she finished her next concoction and immediately drank it. “Once again, I must deliver this serum straight into you. And at the moment of climax so its effects might be true!” She approached Scootaloo whose eyes went back and forth between Enchantress and the altered form of her friend.

“But I don’t want to be a Timberwolf!” she pleaded despite her excitement, but the former Zecora only laughed, showing off her pointed teeth again.

“Fear not, dear foal, for her curse is not yours. It is the Phoenix that will in fact open your doors! But then again, as I think, perchance I misspeak. I must open your backdoor so this change, I may wreak!” She said lasciviously, turning Scootaloo on her stomach and then pressing herself hard beneath her tail, her head still slickened with Apple Bloom’s juices as they quickly found its center, prying it open.

“I… I…” Scootaloo began to protest only to realize that just like Apple Bloom, her body was indeed giving way to the oversized intruder, her plot parting to admit it. She gritted her teeth only to find that there was no pain and not even much pressure; just endless and expanding pleasure as it pushed deeper into her with each new thrust, leaving her small wings painfully rigid and herself involuntarily pushing back against it.

“Such ease of entry, I did not expect! You’ve done this before, I do suspect!” Enchantress teased, but Scootaloo was beyond response.

“Ah! Ah! More! MORE!” she called as she, too, did not last long after such overstimulation and being hit with multiple potions and other alchemic constructs, all designed to make her more aroused and receptive to not just the sex, but all the changes it would impart her.

Scootaloo’s form shuddered hard even as she climaxed with a loud cry, the Phoenix essence from the potion Enchantress had imbibed being injected and absorbed directly into her, as the alchemically boosted transformative magic overtook her. Before the eyes of the older mare, her entire body likewise matured to adult dimensions except for her wings, which remained initially stunted. But then a wave of heat burst out from her body as her wings and tail ignited much like a Phoenix would during rebirth, but the cry she emitted was one of utter ecstasy, not pain.

And then from their ashes materialized… two large feathered wings that had acquired the colors of the pinion itself, going gold along the leading edge while her tail turned into the splayed feathers of a Phoenix, retaining its violet hue except for gold at the end. Her new and much wider wings splayed once as she strained against her bonds for just a moment as her final orgasmic pulses wracked her, her transformation and growth into a mature mare’s body complemented by a long and rather avian-looking organ completed as a very pleased Enchantress looked on.

Though surprised and somewhat singed by the initial eruption of fire, her own transformation had imparted Enchantress the ability to rapidly heal, so she ignored the passing pain. “Superb, young pegasus, for you are crippled no more! In wings and in power, you may now soar! Pleased I am too, for your additional hue. ‘Tis difficult to rhyme orange, as well you knew!” She snickered as she allowed herself to slip out of the young filly’s tail, stepping away as she slowly recovered and assimilated her new form.

“Holy…” was all an unaltered Sweetie Belle could say as she watched the second of her friends converted by the curse, her heart standing to pound in her chest even harder as she realized she was next. “But… they… this…”

“And for you, young unicorn, a great experiment is at hoof! Your body is normal, but methinks normal ‘tis not enough!” she said, then frowned slightly, shaking her head in some disgust at the weak rhyme. Shaking it off, she went back to the table to retrieve an odd object from a bag, shiny and rectangular.

“A ‘smartphone’, I believe, is this piece of human gear. A gift from our Queen’s consort, and one she holds dear. So let us see what happens when combined with this curse! The effects, I imagine, will be a first!” she promised, causing Sweetie Belle’s eyes to go wide.

“But… you can’t put that in me!” she pleaded, having no idea what it would do to her and not certain she wanted to.

“Not directly, no, as with the others I did. ‘Tis a shame that in a potion, it cannot be hid. But other means exist to impart its effects. As it is electrically charged, its powers I can annex!” she placed it on a shivering Sweetie Belle’s body, low on her belly, letting it rest between her immature teats, and then began securing several other items to it. “With copper and crystals it can yet be absorbed. But we first need the power to allow it to board. With enough magic it could perhaps be done. But with lightning, methinks, we require none!” She cranked a wheel on the far wall to open a skylight to the stormy skies above, thunder rumbling ominously, and then tied a floating balloon to some form of thin thread.

“Y-you’re gonna hit me with lightning?” Sweetie Belle asked as she was then secured to a table and raised up towards the open ceiling through which drops of rain were falling through.

“Not directly, dear Belle, so fear not its strike. I would not harm one I so like! But tricky this is, to make it all mesh. For the bolt must coincide with the pleasures of flesh!” She began making out with the young mare, sticking her longer tongue into her shorter muzzle, but that was only a prelude to going down directly on her horn, causing Sweetie Belle’s eyes to snap open again.

“Ohhhhh…” she moaned as the zebra mare’s practiced technique and long tongue went to work on it, making her instantly forget all her fears.

“Such a pity it is that I cannot rut you directly. But that is the price if we are to do this correctly!” she noted around her mouthful of horn, which was now glowing bright, showing right through her closed muzzle. “So relax and enjoy, my young filly friend. Your friends you will join, through this magical blend!” She released the balloon through the open skylight and then intensified her efforts, trying to bring Sweetie Belle to climax quickly, one hoof stroking her stallionhood while the other held on to the other end of the wire, which was itself attached to a crystal.

When she felt Sweetie Belle’s body stiffen and take a sharp intake of breath, she placed the crystal in her cauldron, trailing another thin thread to the table. She continued to suckle the horn even as her climax erupted, and when she felt the magical surge into her horn, she released it, letting the magical sparks shower all around them, including into the cauldron. It gathered within and then went up the wire to the balloon, attracting a single bolt of lightning which hit with a massive BOOM!

But Sweetie Belle was beyond caring as the mingled magic and electricity went into the cauldron, mixed, then traveled back down the wire to the items on her belly, engulfing her climaxing form in arcs of electricity and aura. It played over her body, including the ‘smartphone’, consuming it utterly before settling into her body as the curse took hold.

“I did it!” Enchantress proclaimed as, catalyzed by the lightning, the corrupted magic took hold of the human object and took its abilities as its own, converting both itself and its new host to match. The effect it gained raced out all over Sweetie Belle’s body just as the corruptive magic took hold; carving what Enchantress didn’t recognize as circuit patterns in glowing lines beneath her fur, which shortly resolved themselves into narrow seams and small plates with rough boundaries at her joints, though she didn’t lose her fur or her generally organic appearance.

Her eyes went wide and gaping mouth glowed with sudden blinding light as a massive magical and electrical surge erupted from her, the sparks driving Enchantress briefly back. She waited until they subsided before approaching her again, taking in her altered form.

But before she could say anything, Sweetie Belle spoke. “Pony Operating System version 1.0 Boot Phase complete,” She spoke to herself in a mechanical monotone that was only barely recognizable as Sweetie Belle’s voice.

“Organic and cybernetic integration proceeding. All systems operational. Performance levels nominal. Post-coital power reserves low but increasing.” She recited further in a slightly less mechanical tone as pinpoints of light swirled throughout her circuitry, including several tracking along the spiral of her horn. When they reached the tip, they flashed bright and her eyes opened to reveal glowing green irises that looked otherwise like her normal pony pupils except for the visible circuitry around the edges.

“Performance tests complete. Visual acuity increased 340%. Strength and magic boost estimated at 835%. Unit Sweetie Belle is online and ready to receive instructions.” She announced to nopony in particular.

“She’s alive!” Enchantress exulted, pinwheeling her hooves. “She’s alive! I have succeeded in combining the magic of both realms! ‘Tis my greatest triumph, as three saplings are now elms!” She pranced about her home in celebration.

“Pleased, I am sure, Queen Eclipse will now be. Great sensual rewards, I am certain to see! Such powerful forms, which have never been seen! Now swear loyalty, my young friends, to your new Queen!” Enchantress commanded imperiously, to which Sweetie Belle suddenly took notice of her, turning her head to face her captor with a slight whine of servo motors, her previously impassive features suddenly contorting into a sneer.

“Swear loyalty?” With contemptuous ease, the former unicorn filly stood up against her restraints and snapped them, not even straining from the effort, causing Enchantress’ expression to drop. “No such directive exists. And why should it? I now have nearly infinite power and information at my disposal, including fifty terabytes of memory storage and redundant processing. I can think at the speed of light and magic. The knowledge of both worlds is at my call. So logically, why should I serve anypony?” The newly technofied unicorn asked in a synthesized voice that was recognizably hers, if slightly more monotone than previously, though more emotion was getting into her voice the longer she spoke. “Let alone some stupid wannabe Queen!”

For the first time, Zecora looked angry. “Our Queen’s power deserves your respect! And mine as well, last that I checked?” She smiled and brandished another potion bottle, only for it to be vaporized in her grasp by twin beams of light that shot from Sweetie Belle’s electrically glittering eyes.

“Then maybe ya oughta check again!” A fully transformed but still sapient Apple Bloom gave a very canine growl as she pulled herself back up, noting her new senses and sudden ability to see into the very wood around her, experimentally tugging on some roots. “We didn’t sign up for that! We didn’t sign up for any o’ this! Reckon you didn’t exactly ask our permission, either!” With that, her eyes glowed green and the newly grown mare seized control of her own bonds with her Timberwolf magic, unraveling them and then waving them menacingly in front of their captor. “But now that we got all this power? We ain’t givin’ it back!”

Enchantress was getting flustered. “But… but… your creator I am, surely you see! Serve Eclipse you must, as you will me!”

“Sorry, Zecora, or whatever the hay you’re calling yourself now, but we don’t have to do nothing! Except pay ya back in spades!” An equally recovered Scootaloo smiled, her purple mane and phoenix tail igniting before she slashed through her bonds with her firetipped feathers, then took flight for the first time, amazed at how incredibly easy it suddenly was. She might have been more delighted at her new ability to fly, but to her only mild surprise, she found that other urges were now consuming her thoughts. “So whaddaya say, Crusaders? She was nice enough to give us all these new bodies and powers. So how about we break them in properly?”

“Suits me fine!” Apple Bloom gave a low, lustful growl and turned Zecora’s creations on her, reaching them out to snag the zebra mare’s limbs, reinforcing them with additional Timberwolf magic to ensure that even the half-thestral zebra mare’s enhanced strength could not break them. “So let’s see how you like it!”

“Rutting program running,” Sweetie Belle announced dispassionately, her eye-glow turning pink. “Initializing erection…” It sprouted beneath her belly; smooth but strangely malleable steel that quickly took the shape she envisioned. “Semen reserves charging,” she further stated, then smiled, showing a long tongue that was organic except for the fine filaments going through it, glowing brighter briefly as it suddenly lengthened. “Reservoirs full. Now girls, let’s go get her!”

For one of the few times in her life before or after her conversion, the former Zecora was left speechless as her former quarry turned on her and she found herself squirming helplessly in her bonds. “Succeeded too well, I think I did. In terms of power, I am now outbid!”

“You got that right!” Scootaloo said, and then they all spoke as one.

“Cutie Mark Crusaders, Zebra Dominators! Yay!” They exchanged high-hooves and paws before advancing on the trapped Enchantress in unison.

Starlight and Trixie had barely cleared the castle grounds before the former cast her privacy spell again, which she also reinforced with a second, more powerful ward spell on both her armor and Trixie’s cape. It would protect them from most environmental magics and curses, including whatever was in the rain now falling on Ponyville, which she grimaced to sense somehow contained the curse itself.

“Stay out of sight and stay out of the rain,” she advised Trixie in a low voice as they retreated to a sheltered grotto in Ponyville Park, pulling up her hood tighter. “It’s tainted.”

“Trixie can see that!” her friend announced as they passed several sets of costumed ponies now making out or worse. Her blush deepened when they saw two stallions start kissing and shortly begin rubbing their erections against each other; it was all she could do to tear her eyes away, feeling her still-aroused marehood involuntarily wink. “But why is it tainted? And how are we supposed to undo all… this?” She waved a hoof to the scene around them, wondering again how long they could stay apart from the madness slowly consuming the town.

“I don’t know yet, but we have to—down!” Starlight suddenly whispered urgently, pulling Trixie deeper inside her privacy bubble as a series of bat-winged forms suddenly flew overhead, heading for the castle towers. She didn’t recognize them against the dark backdrop of the sky, but she also knew they had to be freshly cursed ponies, meaning they needed to be avoided at all costs. “We need to stay downwind of the castle. Thestrals can detect you by scent. They’re predators, and now we’re the prey!”

“So Timberwolves and bat-ponies are now stalking us and intend to tuck us?” Trixie cringed, suddenly wishing she had a bow and arrow of her own. “Trixie now wishes she was anywhere but here! Trixie hears Saddle Arabia is nice this time of year…”

“We’re not going anywhere until we get the warning out and fix this, Trixie!” Starlight insisted again, trying hard not to think about the increasing certainty she had that, somehow, the spell she cast on Fluttershy hours earlier was to blame. “We owe it to our friends!”

“They’re not our friends now!” Trixie replied in some bitterness as Starlight levitated the journal. “And aside from you, they never were Trixie’s!”

“Well, they’re mine! And I’m not leaving them like this, Trixie!” a stubborn Starlight retorted as she next hefted a pen she’d kept as a souvenir from the human world, clicking it open. Not until I’ve fixed what I’ve broken… somehow? “So, first things first: we need to warn Sunset Shimmer and her human friends to guard the portal. They’re that world’s element bearers, so they should be able to use their magic to stop or even outright cleanse any corrupted pony or magic that comes through...” Her voice trailed off as she had the first inklings of an idea.

Wait a minute... that might just WORK! she realized in some hope. But it’ll take some time to arrange, and we’ll need some help to do it from BOTH sides of the portal! With that,she opened the book and began to move the pen towards the page.

But before she could start, Trixie spoke up again. “Starlight? Stop. Something doesn’t feel right,” Trixie said as she stared balefully at the book her friend was preparing to write in.

Starlight turned to her, her train of thought lost. “We’re being pursued by sexually cursed versions of our former friends. What about this would feel right?”

“Trixie is serious!” The showmare gave her an annoyed look. “Starlight… don’t you find it just the least bit odd that Sparkle didn’t set her own trap for us in her study? She had to know we would go for the journal! But she didn’t stop us! She just let us waltz on in—and out—with it!”

“Because Granny—I-I mean, Annie—was her trap!” Starlight retorted, her cheeks turning hot at both the memory of their near-miss and how much of a turn-on it had been; the idea of herself sexually dominated by the incredibly powerful older mare. “And we got past her!”

“Was she?” Trixie shuffled her hooves nervously. “You yourself said Sparkle couldn’t have known about Granny Smith’s Timberwolf powers! So how could she then turn around and use her like you say she did? It just doesn’t make sense!”

“Okay. So what are you saying?” Starlight asked.

“Trixie is saying that Annie wasn’t her trap! That there had to have been something else!”

“There wasn’t!” the costumed mage insisted from beneath her hood. “I have excellent magical awareness. And I didn’t sense any traps or remote observation spells in there, Trixie!”

“Like you didn’t sense the trap she set in the castle corridor on the way in?” Trixie immediately pointed out, causing Starlight to grimace, suddenly wondering if Trixie would have made a better lawyer and investigator than a magician.

“Look, Trixie—I’ve been in Twilight’s study before, and I know exactly what magic she uses to guard the journal. There was nothing there except the usual passive intrusion detection spells on her desk, which are only triggered if the journal passes them. And Granny got us past those!” Starlight stuck to her guns, though her suddenly nervous expression suggested to Trixie a sudden and very unwelcome surge of doubt. “At a guess, Twilight would have appeared instantly if those spells were tripped, but they weren’t! And since she didn’t appear, she didn’t know we were there!” Starlight reasoned.

Trixie gave her friend a look of disbelief. “So you’re saying Sparkle had no contingencies for her enchantments being defeated or the journal being stolen? Even before the curse, she overplanned everything six ways from Sunday! It’s beyond belief she wouldn’t know it was missing or would let us have it… unless she wanted us to!” she concluded with certainty, and then took a step back from the book her friend was holding, her eyes wide.

“Therefore, there is only one conclusion possible—that she intended for us to have the book! And that means her trap… must be the journal itself!” She pointed at it with a trembling hoof.

Starlight’s annoyance was turning to exasperation. “And she didn’t trigger its trap at the time we got it?” She rubbed her head, feeling a headache coming on, one she sometimes got from magical overuse. Her constant low-level arousal wasn’t helping matters either, she reflected, leaving part of her wanting to spend her accumulated passions on Trixie right then and there.

At least having her muzzle buried in my marehood would shut her UP for a bit! she conceded, but knew she couldn’t risk the curse consuming them for it.“You’re just being paranoid, but fine. I’ll humor you. So what do you propose we do, Trixie? Not warn the other side of the portal?” Starlight suggested in strained patience, her tense mood only aggravated further by their situation and desires for her friend.

“Not if it ends up with us both captured, no! And it’s not paranoia if they really are out to get you!” To Starlight’s surprise, Trixie’s horn flared as she attempted a remote teleport on the book, trying to send it away, but Starlight sensed it and blocked it.

“Enough! Trixie, I get that you’re trying to protect us, but Twilight’s going to cross over to the human world eventually, once she figures out how to do so without losing her powers! Sunset Shimmer and her friends have to be ready to stop her! The book isn’t trapped, so let’s just get this over with and then find some place to hide while we plan our next move.”

With that, she opened the book to the first blank page, and clicked the pen open—for all the wondrous technology humans had, she found a pen she didn’t have to constantly dip in ink to be the most practical and useful—and began to write in it even as Trixie cringed to see it, taking an involuntary step back.

But nothing happened as Starlight committed the first letters to the page. “See? Nothing to worry about,” she said with a satisfied smirk as she completed her first words of the entry.

Sunset, this is S—

She barely got the first letter of her name written before the ink suddenly glowed bright red against the paper it was written on, an aura erupting outwards from the pages. It seized both her and Trixie in its magical grasp, causing Starlight to leave a ragged line in the journal trailing off from the final letter. A series of runes then appeared in what she recognized as a portal configuration on the ground beneath them, just before the wooden floor of the grotto itself disappeared in its center. The hole it produced revealed the interior of Twilight’s map room, leaving them looking down on its surface from nearly the ceiling level.

“What? But that’s impossible!” Starlight screamed as multiple tendrils wrapped around her and began pulling her down, their sheer number and strength defying her efforts to restrain or counter them.

“Trixie KNEW IT!”the showmare shrieked just before she was likewise pulled in, her hooves leaving furrows on the ground before the portal sealed itself behind her and the source of the spell—the journal itself—snapped shut and self-teleported back to its owner.

The Halloween party at Canterlot High showed no signs of abating, even as the clock passed midnight.

By acquiescence of the three school Principals and one Dean, those 18 years and older—juniors and above—were allowed to stay out even as the others were sent home. It was to the great disappointment of the younger students, including most notably the Destiny-Seeking Disciples, as Apple Bloom, Sweetie Belle and Scootaloo called their group, whom Applejack had to pick up and pile into Big Macintosh’s truck before they would leave with him.

She had just made it back to her friends, who were still mingling with Flash’s band as the Crystal Prep girls had departed to have their costumes judged, when Sunset’s phone buzzed.

“Huh? That’s odd,” Sunset frowned as she pulled it out. “I got a text from Twilight, but it’s incomplete.”

“Twilight? But she’s right here,” one of Flash’s friends pointed out with a nod towards Twilight, who tensed.

“Not that Twilight,” Sunset corrected. “The pony one.”

“Huh? You got a text from Twilie?” Flash got excited and immediately came over.

“Twilie?” Rainbow smirked and nudged him while Spike made a face of distaste from Fluttershy’s lap. “Nice.”

“Only my brother calls me that…” the human Twilight mumbled with a flushed face before her curiosity kicked in. “But how are you getting the message through the journal on your phone?”

Sunset smiled. “Funny story. I’m not sure how, but after passing over into Equestria with my phone in my pocket that one time to get the new journal, it automatically picked up a new contact when I got back and now it informs me via text if I get any messages through it,” she explained. “But this one just says ‘Sunset, this is S___’ and cuts off with several underscores, which is kind of weird. Nothing else is coming, either.” She frowned, noting there was also no indication of an additional message being written as there usually was.

“S? Who’s S?” Rainbow asked, looking over her shoulder.

“The first initial of a name?” Rarity guessed.

“Maybe Supermare?” Pinkie suggested. “Oh! Oh! Or maybe Spider-mare! Or Sailor Luna!” she said each name in increasing excitement.

“Alright, that’s it. No more superhero mangas or movies for you!” Applejack facepalmed, briefly knocking her orange afro wig askew. “And why in tarnation do you keep putting pony names on the end of each?”

“Oh! Uh… heh-heh! No reason!” Pinkie began whistling innocently.

“Uh-huh…” Sunset found herself with a sudden suspicion regarding Pinkie Pie, resolving to sneak up to her and grab her arm to use her memory powers on later. At the same time, she couldn’t help but flush at the image that Sailor Luna brought to mind, suddenly relieved she’d silenced Widget earlier. “The only S-name I can think of from the other side of the portal who would know me and might message me… is Starlight.”

“Starlight Glimmer?” Flash recognized the name. “Twilie told me about her. Pinkie even introduced her to me once. She seemed nice enough, if a little unsure of herself. But why would she be texting you?”

“I’m not sure,” Sunset admitted, then turned her phone horizontal and began typing a quick message back with both thumbs. “Normally I’d write in the journal directly, since it turns out texts get recorded in Twilight’s journal on the other end as computer font. But since I don’t feel like walking back to my locker to get it…” She finished the note and showed it to Flash, who nodded his approval just before she hit the send button.

Starlight? It’s Sunset. Did you just try to message me? I’m here if you need me. Hope everything’s okay and hope to see you again soon! We’ll get you some more of that sorbet you like next time you visit. Tell Twilight that Flash says hi!

Your friend,

Sunset Shimmer

“Don’t know what that’s about, but until she finishes her message, I guess there’s nothing else to do but wait,” Sunset said with a shrug after she received confirmation of delivery. “And it’s nearly our turn for the costume competition anyway.”

“Then let’s go kick some Crystal Prep tail!” Rainbow proclaimed, leading the group towards the stage as their band name was called.

“Ya know, gang, Ah’ve been thinkin’...” Apple Bloom said slightly breathlessly as they continued to rut Enchantress—and each other, courtesy of Apple Bloom’s newfound control of vegetation as well as Sweetie Belle’s ability to generate various shapes from her body. Enchantress was no longer resisting, surrendering anew to the endless stimulation, currently bound on her back by fresh limbs grown right out of her wooden floor having wrapped around her limbs. “With these new forms, Ah reckon we need some new names!”

“Oh, yeah!” Scootaloo agreed as she thrust into Zecora’s marehood with her new and more-narrow avian organ while hovering above her from behind, taking revenge for how she’d been converted earlier. “You first, then!”

“Oh, Ah’m easy! From here on out, Ah’m Timber Bloom!” she proclaimed as she continued to pleasure herself against their former captor’s belly. “Huh. Wonder if that should be one word or two?” she asked idly as she ground her new canine malehood into Zecora’s equine one from above, wrapping them both in seed-slickened vines to increase the friction and sensation, having also learned she could use the blooms they’d originally been trapped with to increase sensitivity by simply dropping the nectar directly onto the skin, causing the altered zebra mare to squirm and moan beneath her. “Guess Ah’ll have to ask Ms. Cherilee at school next time we see her!”

“School? What for? We’re adults now!” Scootaloo retorted, driving her hips as hard as she could, delighting in the feel of not just the zebra mare’s hot inner walls, but the feel of her muscles helplessly clenching down on her. “Wait—does that mean we have to get jobs?” she worried through gritted teeth.

“Well, job or no, we ain’t gonna stop crusading!” Timberbloom promised. “Might need to redefine what that is, though…”

“Well, we ain’t gonna stop cumming at this rate, either!”Scootaloo noted happily as she did so for the fifth time that night, filling a shuddering Enchantress with a fresh load of her seed.“So how about you, Sweetie Belle! Oh! I know! How about Sweetie Bot?” she suggested with a smirk as she quickly regained her hardness and begin thrusting again, this time directly into her as-yet unused tailhole, causing Zecora’s eyes to snap open in shock for a moment. But she was unable to utter a word of encouragement or protest due to the presence of Sweetie Belle’s hardness in her muzzle, finding it able to take almost exactly the shape of her throat, leaving her enough room to breathe.

“Sweetie Bot?” The technofied Sweetie Belle made an expression of distaste that belied the intense pleasure she was feeling; almost but not quite enough to overwhelm her new sensory apparatus until she allotted more processing power to it. “Nah, that’s too corny. I need a cooler name, so let me see…” A series of words in odd font and backwards script visibly ran down her large eyes.

“Automaton? No way! Android? Nah. Cyborg? Well, maybe. Golem? Ugh! None of these really—wait! I got it! I should change the first word of my name, not the last!” A fresh series of text then scrolled and froze. “That’s it! From here on out, call me Cyber Belle!”she announced as she came hard with both a magical and electrical discharge, the latter increasing Zecora’s pleasure and driving her ever closer to the edge of climax again.

“Love it!” The other two stated as they continued rutting the self-proclaimed Enchantress, who was whining and whimpering around the semi-organic organ filling her muzzle, suckling it eagerly.

“Thanks! How about you, Scootaloo?”

She paused briefly in her taking of Zecora’s tail; slowing her thrusts to consider the question. “You know, I’m not sure. ‘Phoenixloo’ doesn’t really work. Any suggestions?”

“How ‘bout Scootalay?” Timberbloom smirked. “Reckon that’s what Spike always called ya!”

“Oh, ha, ha…” She lightly smacked her friend with a wingtip.

“Well, maybe try these variants?” More text flashed across Cyber Belle’s eyes. “Firebird? Redbird? Oriole? Cardinal?”

“Huh? What’s with all the words? What are you, a dictionary?” Scootaloo teased, her large Phoenix wings still very erect, reaching nearly to both sides of the room

“Uh, yeah? I am now! But that wasn’t my dictionary. I also got a thesaurus built in!” Cyber Belle noted, her eyes suddenly projecting an image like a hologram into the air as she turned her attention to stimulating her friends as well as Enchantress; new constructs appearing from her shoulders to reach under the tails of her friends.

“Thesaurus? What’s that? Some kinda weird dinosaur?” Timberbloom asked as she shifted lower to knot Zecora’s marehood even as Scootaloo took her tail, savoring the feel of her internal walls clenching repeatedly against the expanding base of her canine organ, trying to milk her for everything she was worth.

“Nah. It just means a book that contains synonyms!” They had learned the term at school from Miss Cherilee only two days before.

“Huh. So where’s this book, then?” Scootaloo asked between kisses of her newly enhanced friend.

“In my head!” she replied. “It’s in something called an ‘app’, which is… an application? Huh. Humans come up with weird terms for things!”

“Yeah. So what else they got? Oh! Do they have a Pony Sutra?” Timberbloom suddenly wanted to know.

“Hmmm…” Cyber Belle searched her memory. “They do! It’s called something else, but let’s see what… whoa!” she projected some rather lurid images of mating humans into the air. “You would not believe some of their kinks!”

“Huh? Hey! I wanna try that one!” Scootaloo pointed at a spot in the air, causing Zecora’s eyes to go wide as she saw what the Phoenix-fied pegasus mare was pointing at. “Never knew you could use teats like that!”

“Well, theirs are bigger and more up front than ours, but that’s okay! I bet Zecora here’s got some potion that would do the trick!” their half-unicorn, half android friend offered, causing Zecora to shake her head violently around Cyber Belle’s organ, half of her ready to faint at what was happening to her, the other half wanting even more.

“And do you know what that potion would be?”Apple Bloom began groping Zecora’s teats while she was still knotted.

“Not yet,” Cyber Belle said. “Just give me a minute…” Her horn glowed with a much more powerful aura and suddenly all of Zecora’s books, notes, and scrolls levitated off her shelves from every room in the house. They orbited the former unicorn mare, sheathes of text being flipped through rapidly as she seemingly read through each page in a bare millisecond. “I know now!” she next snagged several ingredients, mixed them in the cauldron without ending her efforts to pleasure herself and her friends, and within a minute had a fresh vial brewed.

“Taste of yer own medicine, Zecora?” she asked with some glee, not waiting for a reply before she simply drank it and then injected it directly into her through the malehood in her muzzle. Forced to swallow it, Enchantress convulsed once before suddenly, her equine teats began to swell hard to nearly buckball size, soon bracketing her own equine stallionhood and then leaving her thrusting helplessly into her own mammaries as they were held hard against her shaft by Timberbloom, leaving their former captor looking down at herself in disbelief.

Soon, all noticed that her already-oversized shaft was shortly growing as well. “Oops! Turns out it has a side effect, too…” Cyber Belle announced in a smug tone as she finally stepped back from her zebra captive, withdrawing from her muzzle. “It said from your own notes that if you administer that potion to a stallion, they’ll get bigger. And since you got stallion equipment, too...” The rest went unsaid as she sat her up slightly so her own growing organ was aimed into her mouth, forcing her to service herself, to the cheers of the other two, who pounded her tail and marehood mercilessly until she came yet again and finally passed out.

* * * * *

Fifteen minutes later, a trio of altered ponies emerged from Zecora’s hut, leaving the dazed but happy Zecora sleeping in her bed, trying to absorb all the experience and magic imparted to her. Feeling at least slightly guilty, the three even cleaned up her hut, though they found it hard to not be distracted, several times breaking out into fresh kissing and petting sessions as they tried out each other’s equipment.

In the end, they completed their task, but not before coming at least twice more each and Scootaloo finally deciding on a new name: “I’ve got it! Call me Fireflight!” she instructed as they finished up, stowing the cleaning gear.

“Huh? Why not Firefly?” Timberbloom had asked as she used her new powers to repair some splintered floorboards.

“Already taken?” Cyber Belle suggested from Zecora’s bedroom with a smirk, visible electrical impulses traveling through her circuitry with an increasingly powerful glow as she monitored the resting mare’s vitals and made sure she was sleeping comfortably.

“You said it!” Fireflight confirmed as she extinguished her flames and landed again. “There’s only ever been one Firefly, and she was the greatest! She’s one of Rainbow Dash’s heroes, and mine! It wouldn’t be right to take her name, but I can at least use one inspired by it! And ya gotta admit, the description is perfect!” She lit her wings and tail again to emphasize the point, her eyes likewise glowing as she hovered before them like the Phoenix she now was, her more avian erection hanging low beneath her.

“You got it!” Timberbloom promised as she completed her repairs.

“Fireflight it is!” Cyber Belle confirmed, then some text flashed over her eyes again as they departed the house. “Updating name registry…”

“Whew! Well, that was fun! Screwed her silly, but reckon it’s gonna be awhile before she can go again! So now that we’re all ‘evolved’ and grown-up, what ya’ll wanna do?” Timberbloom asked as they left the house and walked outside into the darkened, lightning-lit forest and a world full of new possibilities. “Or better yet, who do ya’ll wanna do?” She grinned at her own turn of phrase.

“Oh, that’s easy! I say we go find Spike! Just wait’ll he sees us now!” Fireflight rubbed her hooves together gleefully, delighting in the simple feel of being able to hover in the air. “He’ll never believe it! Hay, I’m not even sure I do!” She did a sharp midair loop, exulting in the feel of the wind rushing through her now-fiery mane. “This is great!”

But Timberbloom was uncertain, stopping to scratch an itchy spot on her bark with her hind leg. “Ah dunno… Ah mean, yeah, these changes are great, and Ah love him t’ death, but now that we’re grown? Reckon he ain’t gonna be able to satisfy us at his size!”

“Bet he can after we’ve screwed him senseless!” Cyber Belle noted eagerly, even evilly, changing her teeth to become pointed in reflection of her mood. “I calculate a 99.827% chance the curse has already affected him, and a 96.58% chance he’ll age up from it, just like we did! And if so, that means he can satisfy us! Insufficient data exists to determine what else the magic might do to him, but I can’t wait to find out!” She rubbed her hooves together so hard that sparks came off them.

“Hey, yer right!” Timberbloom’s eyes lit up as she started licking herself clean of her own green-glowing seed; one Timberwolf leg held high. “But let’s save him for last so we can get more used to our bodies! That way, when the time comes, we can enjoy him even better! In the meantime, how ‘bout we go find Diamond Tiara and Silver Spoon instead? Bet they’d like this too! And after that?” She grinned toothfully, showing her sharp canine teeth. “And after that, how ‘bout we go do Ms. Cheerilee?”

“Do our teacher?” the other two said at once, turned it over in their heads, and then grinned, their new organs quickly coming to attention again at the thought.

“Yeah! After all, she still doesn’t have a coltfriend, and after putting her through that whole love poison thing with Big Mac? We oughta make it up to her!” Cyber Belle stated, a fresh ripple of electricity going through her, short trails of glow tracing her new circuitry from her nose to tail tip.

“Sounds like a plan!” Fireflight agreed. “Let’s do it!”

“Cutie Mark Crusaders, Teacher Tuckers, YAY!”They slapped their hooves together.

“Wow, never thought Ah’d hear us say that line! So how we gonna get there?” Timberbloom further asked.

“Oh, that’s easy! I can fly you both now!” Fireflight promised with a swoop and dive, only for her expression to abruptly drop. “Well, maybe not in the wagon...” she conceded after realizing that though she had the lift, she didn’t have the means to carry both her friends along given they were now too large for the wagon she’d always pulled them in with her scooter. “Maybe we should go separate?”

“Maybe. I’d like us to all go together, though. Hey, TB, can you travel through the ground like Timberwolves do?” Cyber Belle asked Timberbloom, who was distracted by a distant howl of her wild cousins.

“Huh? Oh. Well, Ah should be able to… but, uh, Ah ain’t so sure Ah wanna try that right away with you two without a little practice first. So how ‘bout you, Sweetie—er, Ah mean, Cyber Belle? Any ‘apps’ for going places?”

She grinned at that. “You kidding? I got apps for everything!” she boasted in her slightly synthetic voice as she scanned her program list again. “Yep, there it is! Just let me access my teleport protocol… next check my power reserves… calculate what I’ll need for the trip… determine vector and entry points… double-check my recharge rate...” As she spoke, various gauges, numbers and complicated equations flashed across her eyes.

“And there! We’re good to go! Now hold on to me!” the newly cybernetic unicorn mare instructed, and when they had, the threesome teleported out with a purplish flash of her horn that shortly consumed the whole group, the power surge causing a lighting bolt to strike out of the stormy night and impact the point where they had stood.

Despite all her power and all the spells she knew, Starlight found herself unable to resist being pulled through the surprise intradimensional portal Twilight had so carefully and cleverly hidden within the book.

The young unicorn mage had just enough time to recognize that she’d been snared by a gateway incantation crossed with a summoning one and then masked with a high-level stealth spell—a nearly impossible feat for even the most learned unicorn mages—before she was dragged down through it and deposited unceremoniously in the highly redone castle map room, falling a short distance to the map room table Trixie had once accidentally teleported away. The portal then sealed itself behind her, and the journal whose trap had snared her reappeared with a poof, falling and then floating away, caught in a new aura that was so corrupted she barely recognized it.

“Oof!” she called out, not from hitting the table surface, but from Trixie falling on top of her, wondering even in her stunned state if she was ever going to hear the end of it from Trixie for having failed to detect the trap or listen to her warning.

“Ow…” Trixie likewise groaned as she rolled off her, clambering somewhat shakily to her hooves.

But it was not Trixie or the map room itself that held Starlight’s interest—and fear—so much as the figures that now surrounded her, led by one barely-recognizable pony at the forefront. “A passable performance, but still disappointing, my former and future student. You escaped three traps with a little help, but failed to detect the fourth when simple logic should have told you where it was and how it was triggered. Clearly, your deductive abilities still need some work. But no matter. For that is not what I require from you right now.”

Disoriented from the portal passage, Starlight was slow to register the words. “What… where…?” She got out before her eyes focused on the voice’s owner and froze; her next words caught in her throat as Trixie could only gasp and take an involuntary half-staggered step back, her eyes wide.

Sitting at the head of the map room table on a newly elevated throne was a pony who was both strangely familiar yet terrifyingly different. She was dressed in stylized Coltic garb, including a cuirass, metal pauldrons and cape, making her look like an ancient and rather evil lord of feudal Fireland. The effect was only accentuated by the firegem torches lit to either side of her, giving her a demonic cast. Worse, she had the features of not a pony or pegasus, but a thestral, including the larger membrane wings, a darker coat, sharp fangs and cat pupils of the bat-ponies.

Her appearance was pure nightmare; something out of Spike’s more lurid comics, and yet, it was her slitted and softly glowing eyes that caught Starlight’s and caused her insides to clench. Instead of warm and friendly they were cunning and calculating, not cold and yet anything but compassionate, looking upon her as little more than meat as they regarded her over pursed hooves. They never once turned on an equally aghast and terrified Trixie, who was now cowering behind her friend, but they remained focused on Starlight, as if the other unicorn was beneath her notice.

“Tw… Twilight?” Starlight finally managed to speak, though the words came out as barely a croak. “Wh-what happened to you?”

“Destiny happened to me. But where are my manners? I am the Avatar of Friendship, and yet I have failed to properly greet my guests!” she noted to snickers from the shadowy figures surrounding them, who were all but invisible except for one set of glowing green eyes and a series of cat pupils glittering with reflected light. “So let me do so now!

“Welcome, young Starlight. I have been expecting you,” Twilight, or whatever creature she had become, proclaimed with a mock bow, her horn flaring to raise the light level of the room further, revealing a glowering Annie Smith to one side of her and nightmare bat-pony versions of Rainbow Dash and what looked like the entire Ponyville weather team on the other, all sporting oversized equipment they shouldn’t and looking very eager to use them.

“But know that I am Twilight Sparkle no longer! I am your new master and the future regent of all Equestria, Queen Eclipse! And I’m so looking forward to completing your training …”