Author's Note

Light on sex, but heavy on action, this chapter still receives trigger warnings for Filthy Rich x Spoiled Rich, Spike on pony, implied and briefly overt incest involving Diamond Tiara, and the usual sexual transformations, both desired and forced. Thanks as always go to my prereading team of AJ_Aficionado, Silentwoodfire, Leo Archon and Denim_Blue. Appreciated, guys!

EDIT: The second half of this chapter was moved to the one following as I decided the original 16k word length was just too much for a clopfic.

18: Collision Course

“Remarkable. You never fail to disappoint me, Filthy,” Spoiled Rich said, her tone one of disgust as she rode her husband from above him, keeping him on his back. “But apparently, wealth cannot buy ability.”

“And I know which one you married me for…” Filthy Rich mumbled from beneath his wife. Most stallions would enjoy this kind of rutting, he reflected for not the first time. And I might too if she ever let me be dominant or mount her properly!

Her eyes narrowed even as she tried to ride his half-flaccid organ. “I married you because I thought you were of proper breeding and a good businesspony who could provide for my many needs! But I see now that I was mistaken. I should have joined Fancy Pants’ herd when I had the chance. Even if it meant I would have come in as the lowest ranked mare, at least then I would be sipping tea in Canterlot instead of living with you and our daughter in some blasted backwater.”

Filthy Rich’s cheeks went red, not from arousal but from anger. “This ‘blasted backwater’ is where my father made his fortune, and staying here respects his legacy and my love for him!” he bit back even as he felt his organ soften further, leaving him wondering if she actually got off not on his performance, but on putting it—and him—down. “And I’m pretty sure Fancy Pants would have lost patience with you quickly considering all you’re interested in is his wealth and social status!”

“Because that is all that matters, which is something you never seem to learn. This place, with its idioctic importance on ‘friendship’, has infected you, and worse, our offspring. Even our daughter has bought into the concept despite my careful grooming, thanks to her long association with those so-called and very troublesome crusaders,” she noted angrily as she gripped his organ more tightly; he wondered if she was trying to milk it or squeeze more blood out of it so she could berate him further. “She has lost all sight of her class and proper place as she now associates with those far beneath her station.”

“How dare you!” It was rare that Filthy Rich ever raised his voice, even when Diamond Tiara was severely misbehaving. “I didn’t make my money by treating other ponies like garbage!”

“True. You inherited the bulk of it from your father,” she corrected with a smirk.

His eyes flashed. “My father taught me business and how to treat others with respect! Something you should learn as well!”

“Oh, really? Pity he didn’t teach you how to properly pleasure a mare,” she retorted, at which point Filthy finally shoved her off him and stood up. “And just where do you think you’re going?” she asked as his organ flopped out of her.

“To the pub. At least the barmares will be easier on the eyes and ears than you!”

“Hmph. A quitter and a loser as always. At least I know where our daughter gets it from. I shouldn’t be surprised, though—I get more pleasure from my toys than you!”

That stopped him short as he laid his ears flat and turned back to her. “You only married me for my wealth. So I suggest you enjoy it while you can,” he answered angrily. “Because the only reason I haven’t thrown you right out of my house and herd is for Diamond Tiara. But once she’s grown, you’re gone! And that means no more gravy train! Good luck finding another rich stallion who will support you!” He flashed his teeth at her, slamming shut the door to the bedroom behind him.

“Oh, I think I know ways around that…” She grinned as she pulled free one of her favorite toys, a Saddle Arabian-sized cooler she’d occasionally used during her heats when they weren’t trying to conceive. “Even before Diamond Tiara is grown, I’m going to take your wealth and business for myself, and leave you destitute. Then I’ll take her and your money to Canterlot where we can associate with proper ponies!” She promised as she began grinding the toy into her marehood, imagining herself being presented to the Prince and Princesses.

Her fantasies of being taken by bluebloods—and even Blueblood himself!—was soon interrupted, however, by a series of loud noises coming from downstairs, including one or two crashes, and some voices she couldn’t make out. Guessing Filthy was taking out his frustrations on the servants, she ignored it for a bit, but the rough noises continued, all while sounding closer and closer with every second that passed. “And just what is that racket?” she finally wondered aloud just before the door was yanked open by an unknown aura to reveal…

“Oh, hello, mother!” Diamond Tiara announced, her form and voice barely recognizable to Spoiled Rich. She was not only much larger, but she now looked more like a mythical Chineighse lion than a pony, sporting a scaled back, thickened fur on her legs, a rich dorsal mane and a single long, backwards-curved horn on her forehead that was dark red with two lighter stripes near its base, her altered form finished with a long tasseled tail. Her crown was still present and her fur colors the same, but they were far more pronounced; a hotter version of her previous hues.

“As you can see, I’ve grown up considerably this night! And as I am now an adult, I wish to discuss our living arrangements, starting with my allowance and curfew!” Spoiled Rich’s eyes went wide as she saw a large male organ between her daughter’s legs and the equally altered adult forms of the Cutie Mark Crusaders behind her, all possessing male equipment and a very apparent desire to use them as they entered.

“If this is a joke, Diamond Tiara, I am not amused,” Spoiled Rich told her, stowing her toy and standing sternly. “I don’t know where you got such obscene costumes, but nor do I particularly care. Now take that ridiculous outfit off at once! And how dare you bring your dreadfully common friends not only into our house, but into my very bedroom along with you!”

Her daughter’s eyes narrowed at that. To Spoiled Rich’s shock, she outright snarled, her eyes glowing white just before her mane and tale burst into violet flame!

“What?!”The older mare stumbled back in shock, her daughter’s hooves leaving smoking singe marks on the carpet as she walked closer, slowly licking her lips.

“As you can see, it’s no costume, mother!” Diamond Tiara extinguished her flames as Sweetie Belle somehow turned her hoof into a nozzle, pointed it at the floor and sprayed the smoldering rug with a cool gas that extinguished the flames instantly. “At this point, it’s your fate!”

“Wow. Who knew that being screwed by a half-phoenix pegasus would turn a pony into a Kirin?” asked an adult pony possessing oversized wings and an avian tail whose voice was barely recognizable to Spoiled Rich as Scootaloo; she and her friends looking like they were thoroughly enjoying the scene.

“It was one of the possibilities I considered,” A grown and strangely altered Sweetie Belle answered in a disconcertingly synthetic tone, text somehow scrolling across her eyes as she retracted her nozzle and replaced it back with her hoof. “According to longstanding Chineighse legends, Kirin were a result of ponies being alchemically infused with phoenix fire. This would seem to confirm it, though according to my analysis, it was not the most likely outcome as the legends were poorly sourced. Thus, I calculated only a 13.46% chance of it.”

“Oh yeah? And what was the most likely?” another mare with the glowing green eyes and limbs of a Timberwolf who was only identifiable to Spoiled Rich as Apple Bloom by the pink bow still on her mane asked idly.

“Growing phoenix wings herself was rated at a 63.05% probability,” she responded instantly, then smirked. “And regardless of her new form, the odds that she would then turn on and seek to dominate her mother was 99.984%.”

“Yeah, well, reckon Ah don’t need no fancy mathematics to have guessed that!” Apple Bloom smirked as well as she watched the unfolding scene.

“Better question is, how’s she gonna tuck her? Ah mean, where’s she gonna put that new toy of hers first?” the transformed Scootaloo asked out loud.

“Dominate? Tuck her? Wait! What are you doing?” Spoiled Rich backed into a corner as her daughter advanced, stunned to feel herself suddenly and sorely turned on as she got a whiff of the myriad aromas in the air.

“What am I doing, dear Mother?” Diamond Tiara repeated derisively, her erect organ swinging languidly beneath her belly as she approached. “Me and my ‘dreadfully common’ friends are doing you! In whatever way we want!”

“Oh, my…” Mrs. Cake said, experimentally hovering on her new wings and puffing out some blue fire that perfectly matched her coat’s own color into the air, being careful not to contact the wood of the store with it.

“Incredible…” a still-shaky Mister cake agreed, duplicating his wife’s efforts to similar results. He felt but one final pang of confusion and guilt before he mentally surrendered himself to his new dragon lord fully, realizing he now wanted nothing more than to serve him and his delicious drakehoods whenever he could, feeling strangely empty and incomplete without them filling his muzzle or tail. “This is…” he couldn’t find the words to describe his newfound wonder.

“This is my gift to you both,” Spike finished for him with a warm and easy-going smile. He was now nearly double their height, his upright posture giving way to a more hunched-over one, his hindquarters settling into a more animalistic stance. “For all your kindness. For all the free food and everything else you did for me!” He told them, then looked around them and frowned as he beheld the remains of their molt; a layer of dust on the floor and table around them.

“And… ah, sorry about the mess, Mrs. Cake—I-I mean, Cup Cake,” he swore he’d get it right before the night was out. “Don’t worry, I’ll clean it up for you.” Out of pure habit, he immediately went to get the broom.

Cup Cake stopped him with a hoof on his arm. “Quite all right, dear. There’s no need to trouble yourself. But how did you know this would happen?” She stared at her wings in amazement while looking into a mirror, admiring them from multiple angles. It was only when she looked further down her body she realized her tail had turned reptilian as well, providing better balance for her draconic wings.

Spike blinked. “I didn’t…” he admitted in some surprise, amazed at how deep his voice had gotten. “It just… felt right…” he further realized, rubbing a large paw behind his head, only belatedly noticing how long and sharp his talons had gotten, to say nothing of how big he’d grown.

“Spike! Change us too!” Noteworthy all but begged him in desperate tones, turning around to flag his tail and wave his plot at him; an action promptly copied by the other mares. “We wanna be dragons like them!”

Spike grinned toothfully at that, his air turning predatory again. “Well, only because you asked so nicely, Notey…” he said agreeably, this time laying back on the carpet to let the stallion ride him of his own accord. Noteworthy instantly climbed on top of him and lowered himself onto his waiting organs with a grunt, taking both at once to Spike’s great surprise.

“So tight…” Spike groaned as he pulled the other male closer with a paw on the back of his head and the other on his rump, squeezing the latter as he began making out with him, thrusting his hips up to force his twin drakehoods deeper.

“I want it all, Spike!” Noteworthy proclaimed. “The wings! The tail! Tuck me! Take me! Make me yours like THEM!” he continued to beg as he sat back to ensure he could get as much of his new master’s lengths inside of him as possible, and Spike did his best to oblige him, switching his oral efforts to his new harem mate’s twin organs, wrapping his tongue around one, then the other, squeezing and milking them.

“How’s this, Notey?” Spike asked from his back just a minute later, delighting in the delirious joy he saw on the other male’s face and the knowledge that he was responsible for it—that he could give this kind of pleasure to any pony he wished!

“It’s… so…” He didn’t finish before he stiffened and his twin organs erupted, his back arching and slitted eyes rolling back in his head as he gave a very draconic hiss. Grey stone suddenly sprouted all over his back and tail, and when they crumbled away mere seconds later, showering Spike with dust, they revealed beneath him the wings and tail he had so wanted; the former quickly flaring to their full extension!

“This is great!” Noteworthy shouted as he realized his heart’s desire, doing a loop in the air to shake off the remaining dust. “I love them! And I love you, Spike! Now and forever!”

“That’s my lover-colt!” an elated Spike said between fresh Prench kissing of the stallion, indulging his love and affection for a minute more. Reluctantly letting him go, he then laid back again and turned his head to face the remaining patrons, all of whom had been watching the scene with rapt attention, exchanging the occasional kiss and caress of their own. “Now it’s your turn, Amethyst! You too, Sea Swirl and Raindrops! Hop on, and I’ll give you each the same treatment!”

The three mares climbed all over each other and the furniture trying to reach him. He took them one by one, wanting to give each member of his new harem his full attention in turn. Within just ten minutes more, all three had been rutted by him. Just like the Cakes and Noteworthy, they sprouted dragon wings and tail upon receiving his seed in the most powerful climax they’d ever experienced as they were claimed, body and soul, by their new Dragon Lord.

“Well. That was enjoyable,” Nightmarity pronounced as she left the bedroom and a moaning, broken Blueblood behind, leaving the Crown Prince of Equestria still bound to the bed.

“My, such a fine tongue and tail you have, my precious prince! They are truly a national treasure! When they are not serving or servicing me, I believe I will offer them up for valued visitors as a token of my generosity and hospitality!” she suggested idly, causing an unaltered Blueblood to groan and worse, involuntarily flag his tail. “And of course, you will always be available to my favorite servants as well…” she added to the agreeable and eager noises from her new entourage and a fresh sob from Blueblood.

“But as much fun as that was, my empire awaits! And it is now time to start building it in earnest.”

“We are at your service, my lady,” the two spa sisters replied in unison as they bowed low from their hover while Flutterbat chittered happily from behind them, licking the insides of her wings to groom them. The two Apple siblings likewise looked on eagerly, listening attentively except for occasionally exchanging a quick lick and nuzzle. “What is your wish?”

“That now and forever, you serve me both loyally and sensually,” Nightmarity answered, to which they all voiced their wholehearted assent. “Excellent. But as for my more immediate needs, the good Prince did remind me of something—an important ally we need to make before proceeding too far! That disgraceful dolt of a trickster, Discord, must be brought under my thrall quickly lest he attempt to foil my plans yet again. And you, my dear Flutterbat, are the key to his capture!” She tilted her friend’s chin up, hearing her churr happily at her mistress’s confidence and affection.

“He trusts you, and I imagine your altered appearance will give him quite the start. He will freeze and be uncertain, and that is when you will have him! Use that moment to hypnotize him! Bend him to my will and then bring him to me unaltered!” she instructed, causing Fluttershy’s initially eager enthusiasm to abruptly drop.

She whined her disappointment, to which Nightmarity smiled sympathetically. “Now, now, my dear. I know how much he means to you and that you would wish to have him for yourself. But do understand that his conversion simply must be performed by me if we are to make him serve us! For it will only be in the throes of his transformation that I can get through his defenses and truly mold his mind! Now hold still…”

Her lengthened horn flared, her magic collecting around Fluttershy’s head. “There. Between the curse and my magic, your stare should now be equal to the task of bewitching him! But even if not, I’m certain you will at least be able to put him to sleep and from there, I can do the rest in the dreamscape. Now go forth, my wonderful Flutterbat! And know that great rewards await you upon your return!” She kissed the other mare deeply as she hung upside down, then opened a portal through her mirror back into Blueblood’s room.

“I will leave this open for you, though it may lead to a different place when you come back. Worry not if that is the case! Return with your quarry, and my victory is assured!” With an excited scree, Fluttershy nodded her understanding, and then passed through the portal, going quickly out of sight.

“Our mistress is both powerful and wise!” Aloe, or Allegro as she had now decided to call herself, praised her, giving another low bow. “And while we await her return, what would you have of us?”

Nightmarity smiled. “As for you, my loyal lovers, I give the rest of you leave to go forth into this night and make me more soldiers! Convert as many ponies as you can by whatever means you wish, and then bring them to me! Charm them or tuck them—or both!—I don’t care as long as you enjoy yourselves and bring me pliable servants. Both Timberwolf or Siren will serve me, and we will see what other exotic forms we encounter along the way.”

“That will be our greatest pleasure, Our Mistress!” the former Lotus answered for them all, Timbermac and Timberjack likewise bowing low, licking their lips and growling lustfully at their task. “But what will you do and where do you wish us to bring your new army?”

“A fair question, my lovely Legato,” their mistress answered, likewise addressing the masseuse-turned-Siren by her new chosen name, turning to look out the open window and towards the stormy skies. She bared herself to the wind-driven rain, her dark form briefly silhouetted by a flash of lightning. She stood into it slightly, feeling the power of the corruptive magic within the very storm itself and reveling in it, closing her eyes and smiling as she drank it all in.

“It is with a touch of regret and even a degree of sentimentality that I realize I must leave this place. As much as I have enjoyed living in my boutique, it is time to make some upgrades! In truth, I had always planned to expand my entrepreneurial empire further, and this would seem like the perfect opportunity to do so!

“But more than that, if I am to rule this realm, I require a residence to match my greatness and grandeur! And to that end, bring my new soldiers and servants to that palace across the way! I’m sure its current occupant will not at all mind parting ownership with it, given the proper persuasion…” She smiled toothfully as she set her eyes on the lightning-lit Friendship Castle in the distance.

As the clock struck two, Discord emerged from Celestia’s bedroom onto her balcony and stretched.

He was clad in a robe and unsmoking a candy cigar, a rare look of contentment on his face as he briefly left the sleeping princess behind to take in the best Nightmare Night he’d ever experienced.

Ah, my dear Celly… a thousand years have passed, and yet your perversity has only grown! He grinned at the memories of some of the things they’d done, wondering for the second time that night why he’d ever left her. True, things were getting boring, but I could have fixed that short of attempting to take over all Equestria and ending up frozen in stone for it!

His good humor was short-lived as his brow furrowed; his mismatched ears suddenly twitching. He sniffed the air and frowned. “Chaos…” he recognized from the odd energies in the air, a spoor with a distant source that only he could detect. “And not caused by me? Well, this simply will not do! I can’t have another chaos lord about! I have a reputation to uphold, and my good name will not be sullied!” he told himself, idly wondering if his long lost sister Eris or father Loki had suddenly reappeared.

“Your good name?” A voice that was oddly familiar but also somehow not replied disdainfully. “Funny, I can’t remember when you ever had one.”

Surprised—he’d detected no ponies present—he whirled to see… Pinkie Pie, lounging on the edge of the balcony, laying back on one of Celestia’s reading chairs with her hind hooves up on the rail, playing with a knife and looking bored.

“Pinkie Pie,” he acknowledged, not sure what to make of her change of appearance and manner. She had flat hair and a cold gleam in her eyes, and she also appeared completely unimpressed by him. “I admit I’m rather surprised to see you. I didn’t think even you could defeat Tia’s privacy enchantments, never mind my own.”

She smirked at that without looking at him. “Like I already told Queenie, magic means nothing to me or my sisters. Isn’t that right, Maud?” She nodded to the other side of him.

“True. We got in here easily enough,” A second voice said in perfect deadpan.

Spinning again, Discord saw Pinkie’s sister Maud on the other end of the balcony, seemingly admiring the stonework a little too much, rubbing her rear against it as she brought out her pet rock, which was now in the shape of a dildo, and began likewise pleasuring herself with it as she went on. “We left you alone for a bit, though. You and Celly seemed to be having such a good time it was a shame to interrupt. After all, a condemned Chaos God always gets a last request.” Maud further mused. “I personally wouldn’t have bothered, but Boulder insisted.”

“The Pie sisters,” Discord recognized, covering up his disconcertment at their odd appearance and behavior with an easygoing grin—though he certainly enjoyed making ponies act against type, it bothered him greatly when they did so without his influence. “And to what do I owe this dubious pleasure?”

“The pleasure will come later,” Pinkie Pie smiled for the first time, the gleam in her eye sending a rare chill down his back, one he’d last felt when he realized Tirek had tricked him. “But first, we have a job to do. Our Queen requires your presence. And she has tasked me with bringing you to her.”

“Queen?” Discord echoed, picking up for the first time on an unfamiliar and very wild form of magic in the two sisters; one he didn’t recognize except that it seemed to have an element of the Everfree within it. “What queen? And just who, pray tell, do you think could order me around?” He smirked and crossed his arms. “Perhaps you haven’t noticed, but I don’t follow orders that well. Nor do I take kindly to being interrupted. I don’t know what this is about, but at this point, nor do I particularly care. So if you two would be so kind as to depart?” He raised a paw to snap his fingers to send them both away.

“Fine by me. Limestone?” Pinkie prompted, still not looking at him.

Discord didn’t get a chance to look around before somepony impacted his upper back hard, knocking him to the ground and disrupting his focus, preventing him from casting. He rolled over only to find Pinkie’s older sister sitting on his torso and staring him in the face with a slightly crazed gleam in her eyes.

To his great surprise, the dark grey earth pony kissed him roughly but eagerly, all but ripping open his robe to bare his chest before she pressed an odd talisman into its surface. He had just enough time to recognize it as containing a variant of Harmony magic, one that didn’t quite turn him to stone but depowered and nearly paralyzed him almost instantly, to his shock, stopping him from so much as moving a muscle or conjuring a ball of cotton candy as it all but fused to his skin, preventing its removal. “What…?” he barely managed as suddenly even talking was difficult.

“You belong to us now, Chaos God!” a sorely aroused Limestone announced, laying a line of kisses down Discord’s suddenly powerless chest as impossibly, he felt himself being turned on by his treatment, even by something so utterly ordinary. Then he noticed she was also packing a set of oversized stallion equipment, one that caused his own mismatched erections, one dragon and one equine, start to surge to attention in spite of his shock.

“This is your chance, Marble!” Limestone called out. “You always wanted to try ‘giving head’ like sis says? Well now you have your choice of them!” she nodded back at his crotch and increasingly stiff organs, each nearly a foot long.

It was then that the fourth Pie sister, Marble, crept out from behind a curtain and, licking her lips timidly, walked right up to him and, with a little more coaxing, began sampling his seed.

“Vanilla mint ice cream…” she recognized as she went down on his reptilian dragonhood first, suckling it tentatively and then with increasing eagerness. “And white chocolate raspberry?” She lapped at his equine stallionhood next like a rarely-enjoyed frozen treat from the nearest town’s shake shop. “I want it inside me…” she announced shyly as she slowly stroked it while Discord could only watch helplessly, incredulous that they were not only acting like this but that he’d been turned into their plaything!

“Well, what’s stopping you?” Pinkie pointed out, observing the scene with the same odd smile. “By all means, take him. Queenie said we could do whatever we wanted with him as long as we brought him back afterwards. Besides, I can’t wait to see what his seed does to you! So what about you, Maud? Don’t you want him?”

“Nah. I’d rather turn him to stone again first.” Maud shrugged, though she seemed genuinely gratified at her sister’s enjoyment. “Then he’ll always be rock-hard and make the perfect toy. Good centerpiece in my garden, too.”

“Works for me,” Pinkie smirked as Discord could only look on and listen in total disbelief. “How ‘bout you, Limey? He’s got two cocks, so he can be boyfriend for both of you!”

“Cocks? Boyfriend?” Limestone repeated the odd words, then shrugged, their meaning clear enough. “Sure! Why not?” With that, she climbed onto Discord’s lap and began positioning herself over his dragonhood while Marble took his stallionhood. They both sank down on them almost immediately and then happily sighed in pleasure, turning towards each other to make out.

They’d barely begun when a new figure darted out of an adjacent tower, flying towards them in a very uncanny and un-pegasus manner, sniffing at the air and then following her nose. She came upon the scene, squeaked in shock, and then shrieked angrily, batting at the two startled sisters with her wings while Pinkie looked on in surprise and Maud only raised an eyebrow.

“Hey!” Limestone shouted, warding the intruder off with her forehooves and trying to shield her sister. “Back the buck off, bat-pony! He’s ours! So just…” she trailed off and began to drool as Flutterbat’s eyes bored into hers, obeying her order to get up and off Discord immediately, while Marble did so out of fright, cowering in the corner by Pinkamena, who stood up and shielded her sister even as her former friend wrapped her membrane wings around Discord protectively.

“Fluttershy?” Pinkamena recognized before continuing to address her transformed friend. “It’s Pinkie! Now stop! We’re not gonna hurt him! We’re just collecting him for our Queen! And you should come back with us if you want to be with him! Besides, Queenie will want to know you’re safe! And she can use you!”

Fluttershy hesitated, her expression looking torn for a moment as she set eyes on Pinkie. But whatever programming she’d been given overrode her memories, and Pinkie was forced to look away lest her uncannily powerful stare, far more intense than it had been before, overtook her as well.

As she couldn’t stop her without hurting her, and not so far gone in her new form that even she would do that to a friend, Pinkamena let her go, deciding instead to see to her sisters.

Near a very involuntary orgasm, Discord wasn’t immediately aware of what was happening until suddenly he was no longer stimulated and realized he was being picked up and carried away by his arms. His vision clearing, he looked up to see…

“Fluttershy…?” he recognized, still barely able to move with the pendant still stuck to his chest. “Never thought I’d be so glad to—” his words caught in his throat as he beheld her bat-pony appearance and she turned her deep red eyes on him.

Screeing happily, she held him up in the air and kissed him deeply, to say nothing of far more lovingly than Limestone had. The contact caused his lips to tingle with some kind of exotic magic even he had never felt before, but he barely had time to register it before she locked gazes with him. Discord had just enough time to recognize it as a far more powerful and irresistible version of her stare before his conscious will left him and his harmony-frozen body went limp, not noticing or caring as Fluttershy took him back through the portal in Blueblood’s room, which instantly closed behind them.

“Not good,” Pinkie said grimly as they watched them depart, wondering how she was going to explain this.

“Eclipse is gonna be mad,” a thwarted Limestone noted, Fluttershy’s control over her having been broken by her departure, finding herself with a bad headache and more sorry for Marble than herself at not being able to finish the act.

“He’s still powerless,” Maud pointed out, “so he can’t help whoever dispatched Fluttershy. And besides, it’s not like we don’t have a consolation prize...”

As one, they turned towards the bedroom and the slowly stirring form of Celestia.

“Welcome, young Starlight. I’ve 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 an 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,” she announced grandly.

“Training?” Starlight stared agape at the altered form of her former friend and mentor, wondering if she’d somehow ended up in an incredibly dark and unlikely version of Spike’s Power Ponies comic books. I swear, if she starts into a monologue…

She had no sooner finished the thought when Eclipse suddenly smirked. “Be assured my plans are very well thought, and not so easily spilled, Starlight Glimmer,” she informed her. “And you will not be privy to them until you are fully on my side.”

“What?” Starlight’s jaw fell open. “How did you—”

“Isn’t it obvious? I’ve been watching you this whole time, my young apprentice,” she announced over pursed hooves as she lounged back on her makeshift throne. “I masked my observation spells, but you might have been able to detect them with but a little more effort.

“In truth, I was disappointed you didn’t, given such subtleties should be well within your abilities to sense. Using them, I not only knew your plans, but I saw their outcomes, starting with you stumbling through the hallway to ending up in my library to your battle with Annie here,” she recounted, causing Trixie to cringe and Starlight’s eyes to go wide. “And when you escaped her, I was even listening to you argue through the journal itself. And I must say, I’m more than a bit disgusted that a barely middling magical talent like Trixie figured it out instead of you!”

“Hah! See, Trixie knew she was—hey!” Trixie called out from where she was cowering behind Starlight. “Do not disparage the Great and Powerful Trixie!”

Eclipse ignored her, though Annie snorted and Shadowdash openly sneered. “But no matter. You’re here now, and you are once again my student! So it is time to begin your training anew.” She stood up off her throne, hopping up on the map to face her.

Starlight’s cheeks flushed hard as she realized instantly the implications of the statement, one delivered with an expression that was all but a leer. “Please, Twilight! Stop this madness! I know you’re still in there, so fight the curse! Together we can undo all this! Don’t you realize what’s happened to you?”

“Of course I do,” Eclipse answered with a lazy grin. “It was easy enough to determine the origin of this magic once I thought about it for a bit. And I hope, for you as well!” She paused long enough to lock gazes with the other mare and smile. “After all, if you haven’t yet figured out your own role in our evolution, I’d be sorely disappointed.”

“Her role?” Trixie went shocked as Starlight’s jaw clenched.

“Indeed,” Eclipse acknowledged, though she still refused to look at Trixie. “And as for ‘undoing’ it, I don’t want to be cured, my unseeing apprentice! For this magic has not imprisoned me! It’s set me free!” she proclaimed in elation, to cheers from her new servants. “Look around you, Starlight Glimmer! Do any of us seem unhappy at our new forms? Our enhanced powers? Our new sensuality? Or our restored youth?” she added with a glance at Annie Smith, who smiled and bowed her head.

“Of course not! Because you’ve all been infected by a sexually transmitted curse! It makes you want to spread it! Don’t you see? It not only transforms you, but it even twists your minds and desires for the purpose!”

“And if that is its cost, then so be it!” Eclipse proclaimed to sounds of fervent agreement from the thestralized Rainbow and her weather patrol. “In truth, that description of our evolution is woefully incomplete! But I do not expect you to understand until you join us fully! So fear not your conversion, my future lover. After all, we are anything but angry at you. Not after all that little spell you cast on Fluttershy did for us!” She leered at Starlight, calling Shadowdash forth to kiss her deeply and passionately.

“Enough!” Starlight shouted a little too shrilly as she watched the wanton display. “If my magic had something to do with all this, then it falls to me to undo it! And I’ll start with you! I beat you before, Twilight! And I can do it again!”

She was not reassured as Twilight, or Eclipse, as she now called herself, turned back to her and laughed along with Shadowdash, who hovered on her bat-wings off her Queen’s right shoulder. “Oh, my dear deluded apprentice… you actually believe that, don’t you?” Eclipse continued to snicker. “Perhaps our previous encounters may have given you the wrong impression, so allow me to enlighten you of certain facts:

“One: When I was an eight-year old filly, I suffered a severe magical surge.”

Starlight blinked at the short statement, then gave a smirk of her own. “That’s your claim to being more powerful? Oh, come off it, Twilight! You think I’ve never had magic surges?”

“One so strong it nearly consumed me and everypony around me; taking Princess Celestia herself to contain it and prevent it from destroying me utterly?” Twilight clarified with a smirk, causing Starlight’s expression to instantly drop.

“Two: I’m the Element of Magic, which despite what some may think, isn’t just a ceremonial title. Using it, not just the Magic of Friendship, but the very forces of nature can be bent to my will!”

“Oh, please! I’ve never seen you do anything like that!” Starlight challenged.

“Which just goes to show that you haven’t known me very long,” Eclipse answered easily. “And that brings me to point three: Even before I became an Alicorn, I defeated an Ursa Minor. I was able to lull it to sleep with windchime enchantments, and then was able to levitate it away back to its cave deep into the woods, keeping it docile by letting it suckle on the milk of all the dairy cows of Ponyville that I simultaneously collected.

“I bent the Everfree itself to my magical will to do so, saving all of Ponyville in the process! You can ask your sorry excuse for a marefriend there if I’m lying.” Her expression was one of contempt as her gaze turned on Trixie for a moment.

A trembling Trixie gave a very pained nod at that, causing Starlight to blink. Twilight combined TWO ultra-powerful enchantments plus a levitation spell at once? AND maintained them all long enough to return an Ursa to its lair? But they’re magically resistant, like the entire Everfree ITSELF! What she’s claiming shouldn’t even be POSSIBLE! “I’m sure I could too, if given the chance!” she insisted anyway.

“Sure you could. And four: I can reverse gravity.” Eclipse demonstrated by casting the spell on Trixie, causing her to fall upwards with a shriek, her legs shaking as she suddenly found herself standing upside down on the domed ceiling. “That’s a very high-power spell, but I can do it with ease. Can you?”

Starlight smirked at that. “As a matter of fact, I can!” she reversed the spell, causing Trixie to fall to the floor again with a second scream. Starlight caught her, but Trixie still curled up on the table in a fetal position, sobbing.

“Good. That means you’re not completely useless.” Eclipse nodded in something akin to approval. “Five: I became an Alicorn, increasing my power even further, while you remain nothing more than the unicorn you always were. Even if I wasn’t much more powerful than you to begin with, note my longer horn and the greater number of grooves my ascension gave me,” she motioned to her forehead with a hoof. “You’ve read the same research I have. You know what that means for magical multitasking and power output.”

“But…” For the first time, Starlight’s expression faltered as she sensed the truth of the words.

Eclipse’s grin grew along with Starlight’s uncertainty. “Six: I have wielded the power of all four pony princesses at once. In fact, I contributed a quarter of the power that fought even the mighty Tirek to a standstill—after he had already absorbed the magic of nearly every other pony in the realm! I even prevented him from absorbing my power, which is something not even Discord could do! In fact, he couldn’t beat me until he resorted to hostage taking.” Her eyes narrowed at the memory. “Be assured that would not work on me now.”

“That was… you?” Starlight’s village had escaped Tirek’s notice as remote as it was, and with as few residents as it had, but she’d certainly sensed the titanic battle from far away, sorely glad she wasn’t present for it and certain it had devastated whatever was in the immediate area.

“Indeed it was. I kept it quiet because I didn’t want ponies fearing me or worshiping me as a goddess. In truth, the old me was quite squeamish about such things and didn’t like drawing attention to herself. She was a complete and utter foal for it.

“And finally: I’m a fire elemental.” She demonstrated by letting her eyes glow red and then turning her entire body to white hot flames, causing Starlight to recoil and hurriedly cast an anti-fire enchantment over her and Trixie while Annie Smith grimaced at the heat.

“I don’t use this power very often because I know its destructive potential. But be assured the very fires of Tartarus are mine to command as I see fit!” Eclipse smiled as she saw the doubt and fear on her former student’s face, letting her fire form sink in before extinguishing her flames.

“So, Starlight Glimmer… now that you know these facts and the full extent of my abilities and accomplishments, what conclusions can you draw about where you actually stand versus me?”

“But… but…” Starlight had a sinking feeling as she reached the only conclusion possible, even as she still sought to deny it. “But I beat you once! I captured you easily the first time we met! And I fought you to a standstill during that whole time travel debacle!”

“Did you?” Eclipse asked lazily. “Allow me to correct you, my soon-to-be-succubus: you captured and fought Twilight Sparkle to a standstill… only because she was afraid of her full power and what it might do to you. Be assured that I have no such inhibitions!”

“What? Full power?”

“You heard me,” Eclipse informed her. “For you see, Twilight Sparkle was weak in so many ways. She was afraid of her own power after her battle with Tirek, so she deliberately restricted it, forming internal barriers and subconscious wards against its use. And in time, that spilled over to her dealings with you.” She paused long enough to take a drink from her goblet.

“Dealings…?” Starlight echoed. “But we weren’t negotiating!”

“Perhaps not in your mind. But in hers, that’s all your encounters ever were,” Eclipse said as she set her drink aside. “When she first met you, she saw your vast potential as both a mage and an agent of friendship, and didn’t want to deprive Equestria of it no matter how misguided and potentially dangerous you were. Shein fact wanted you as a student from the moment she laid eyes on you, and everything she did from that point forward was designed to bring that outcome about.

“To that end, she feared what might happen should you learn how truly feeble your level of power was next to her—an Alicorn Princess who was also the Element of Magic.” Eclipse closed her eyes and smiled. “In short, shewas afraid of breaking your spirit if she just up and beat you. So between that and her own useless fear of her potential power after Tirek, she held back against you and many others. Time and time again.” She bared her teeth in a grin as she saw Starlight’s expression falter.

“But… you... that makes no sense!” Starlight claimed, trying to use the contradiction she had just spotted to quash her quickly growing doubts as Eclipse’s words again rang true. “Then why didn’t you just use that power to beat me when I was trying to rewrite history?”

To her increasing trepidation, Eclipse only shrugged. “Perhaps the former me was afraid her full power might not only injure you, but irrevocably damage the very fabric of reality should she unleash it during that battle. And in fairness to her, that was not an unreasonable fear at the time. But be assured that even she had her limits, and you came very close to exceeding them. If you had… the results would not have been pretty. Ultimately, she would do whatever was necessary to save her friends and world. As will I.”

Starlight shook her head sharply, trying to clear it of the increasingly crippling doubt and fear she felt. “No! You’re just trying to confuse me! And you keep talking about yourself in the third person, but that pony was you, ‘Eclipse!’ She still is you! This curse has twisted you into something you’re not! And even if it somehow boosted your power, you haven’t seen the full extent of my abilities either! I can beat you! And I will!” she insisted a little too shrilly.

But Eclipse only laughed. “I didn’t need to see them, my dear disciple. I know perfectly well what you’re capable of. I took your measure long ago and found it wanting!” she announced. “And as for this so-called curse, be assured it did not boost my magic; merely my predatory instincts. Stripped me of all my useless inhibitions. Shattered my internal barriers and gave me full access to my magic once more!” she exulted in her own abilities, various enchantments and incantations suddenly swirling around her in a display Starlight instantly realized she couldn’t match.

“And with them, I’m going to rule not just this realm but the human one as well! But to do so, I need a disciple. A lieutenant who can not only be my lover, but deal in more advanced magic herself and carry out my will in my absence. And once defeated and properly conditioned by me, you will fit the bill quite nicely, Starlight Glimmer! You were my student once. And now you will be again!”

“You’re insane!” Starlight accused despite the trickle of sweat that went down her back. “And you’re lying! If the past is any guide, you can’t beat me without help!”

She was not reassured when Eclipse gave a very smug and unconcerned shrug. “Perhaps I am, my young apprentice. Or perhaps I’m just ‘full of it’, as my future human consorts like to say. Perhaps I’m bluffing. Or perhaps I’m just overconfident. Truly, there’s only one way to find out.”

With that, she got up and stood before her former pupil but five paces away. “So to settle the question, let us duel like the unicorns of old! You may use any spell you wish. You may even use that little toy of yours if you like.” She nodded to the longbow still strapped to Starlight’s back. “For all the good it will do you. Defeat me, and both you and your marefriend may leave unharmed and unaltered, Starlight Glimmer!” Eclipse promised, to the sounds of protest and dismay from her assembled bat-ponies.

“But lose, and you are mine forever, to mold as I see fit!”

“If that’s the way it has to be.” Starlight closed her eyes and opened them again. “Very well, Twilight. I accept your challenge. I will not falter. And for the sake of a good friend, I will not fail—which was something you taught me! If knocking some sense into you means beating you in single combat, then so be it!”

“As you wish. Then let us begin!” Eclipse invited. “And to prove I am both gracious and generous, I will instruct my servants to not interfere, and I even offer you the first attack!”