Author's Note

This was originally the second half of the previous chapter, but I decided it needed to be broken off and moved to its own chapter as the original chapter length was just too long for this type of fic. This split-off chapter is once again more action than sex, centered around the long-awaited duel between Eclipse and Starlight, but still receives trigger warnings for CMC x Diamond Tiara, DT incest, and Spike x his new harem.

19: Escape from Equestria

“Wow! Not bad!” An amazed and newly adult Diamond Tiara said as she continued to pound her mother’s tail with her new malehood while simultaneously exchanging kisses with her friend, amazed at the slight metallic taste as well as the combined magical and electrical energy she sensed in her. “I’m really liking your transformation, Sweetie—er, I mean, Cyber Belle! So what other ‘apps’ ya got?”

“Well, let’s see…” Cyber Belle’s horn glowed as a list with small backwards text scrolled down her eyes again, never breaking the motion of her hips in grinding her marehood against the older mare’s face, forcing her tongue deeper while taking pains to slap her nose with her apples. “Oh! Thanks to these ‘nanites’, I can change my form any way I want! So for example…” she made her tongue morph into a facsimile of an erect stallionhood even as the two were lip-locked, causing it to grow right into her friend’s muzzle.

Though initially surprised, Diamond Tiara suckled it without hesitation, her throat muscles milking it eagerly. “MmmmMMmmmm…” they both moaned in pleasure as beside them, Fireflight and Timberbloom continued to work on another servant, likewise spitroasting him, the former’s power quickly converting him to another Kirin to the point that he flashed into flame when he climaxed with a loud cry.

His fiery transformation was no issue at all to Fireflight, whose mane, wings and tail likewise ignited again but could no longer be harmed by flame. Timberbloom was another question, but she found that she’d likewise absorbed some of her friend’s fire resistance when they mated earlier, neutralizing the sole Timberwolf weakness she knew of.

“You can make your tongue into a stallionhood? Aw, Ah wanna try that too!” Timberbloom pouted, but salved her disappointment by using her canine tongue to eat out another servant’s marehood as Fireflight rode her new stallionhood from above.

“You’ll get your chance!” Cyber Belle promised, her voice sounding through a separate speaker as her mouth was quite full. “Hay, a few of my nanites, and you’ll be able to do it too!”

“Cool! So what do we do after this?” Diamond Tiara asked around her own mouthful as she climaxed into her mother’s rear yet again.

“Well, reckon we’re gonna go find Ms. Cherilee! Wanna come?” Timberbloom offered.

“Ms. Cheerilee? Do I ever!” Diamond Tiara agreed as she withdrew from a moaning, shivering Spoiled Rich’s newly-tasseled tail, letting one of the more robotic servants take her place. “But only after we do Silver Spoon first! Then we can all gang up on her together! Is that okay, Daddy?” she called over to her father.

“Of course! Just be sure and be home by eight, honey!” Filthy Rich told her between grunts from across the room, having likewise been turned into a Kirin and now the center of attention from his various servants. “Remember that we’re supposed to travel to Trottingham tomorrow to set up a new branch business!”

“Aw, Dad!” She pouted. “But okay… as long as I can ride you again!”

“Of course, honey!” he promised amicably from the middle of five of his servants, servicing them all with his mouth, tail, and hooves. “And if you ace your oral exam with Ms. Cheerilee, you can even be on top again!” he promised as he held and licked a circuited stallionhood from one of the servants that Cyber Belle had previously converted.

“Yay!” She leaped for joy like a foal despite her adult form. “So let’s go, then, gang! Last one to Silver Spoon’s house is a rotten egg!

“Oho! A race, then?” Fireflight challenged, flaring her new wings.

“That won’t be much of a contest with my teleport program,” Cyber Belle smirked.

“Well, you ain’t the only one who can do it now!” Diamond Tiara demonstrated by flaring her horn to disappear and then reappear across the room in a burst of purple flame. “Wow. I really like this new form…”

“We all do! So let’s go, gang! Cutie Mark Crusaders, Silver Spoon Seducers, YAY!” This time, Diamond Tiara led them in the chant, and then they all disappeared in flashes of light and streaks of fire.

The opening spell exchange between Twilight and Starlight ended with the latter knocked flat on her back.

Her incantation was instantly recognized and countered, causing it to backfire down her own horn and leaving her twitching on the ground, struggling to shake off the effects of her own spell.

“Starlight!” Trixie shouted in alarm. Eclipse, however, did not pay her any mind or press her advantage.

“Oh come now, Starlight Glimmer. A paralysis spell? Surely you can do better than that!” she goaded.

“I can… and I will!” Starlight managed as she dispelled the effects of her own magic, feeling movement return to her limbs. “I see you’re not holding back, Twilight. Then neither will I!”

“Good. I despise restraint. Then I eagerly await your next attack!” Eclipse invited. “And may it be a bit harder to deal with than the first!”

Starlight felt her anger rising at the sense she wasn’t being taken seriously. “Then try this!” Her horn glowed intensely but quickly gave way to an electrical crackle as she formed a stun spell; one she’d previously used to stop a desert manticore that threatened her town. Within one second, she had both created and cast it, a sizzling spark that reached right for Twilight; one strong enough to take down a full-grown Minotaur with ease.

But this time, an unimpressed Twilight simply caught it in her aura, collecting it in a crackling ball similar to the ‘plasma globe’ she’d seen inside Pinkie’s bedroom the one time she’d visited it on Earth.

“A standard stun spell? Please. That comes from Advanced Incantations, Enchantments, and Alchemy for the Above-Average Apprentice, page 443. You’re starting to bore me, my future apprentice,” Eclipse warned, her eyes narrowing as she made a show of bouncing the virtual ball twice like a foal’s toy before dispersing it. “I’ve memorized every publicly available spellbook in existence and can perform each and every incantation within them. So be assured that anything standard is not going to work on me!”

“I couldn’t agree more,” Starlight said with her own smirk, then cast a second spell that the first one had paved the way for, leaving her horn ionized enough to generate and cast a far more powerful and unblockable electrical spell that was a relic of the ancient past. Gritting her teeth, she dug her back legs into the ground and attempted to brace herself for the recoil.

She’d gotten hold of an ancient scroll on Elemental magic years earlier, and using it, she fired not a stun spell but a full strength lightning bolt. It struck home with a deafening BOOM!, knocking her backwards and causing Twilight to disappear in a cloud of blue smoke with an odor of acrid ozone.

Such a spell was not a product of a peaceful society but a weapon of war, last used during the Celestial War a thousand years earlier and outlawed by Princess Celestia in its wake. Even back then, it was only usable by the most powerful of mages on both sides, but was deemed too dangerous for civilian use. “Sorry, Twilight,” Starlight apologized as she shook off the aftereffects; some ear-ringing and lingering numbness in her horn as she heard Trixie’s cheer and saw some alarm on the faces of Shadowdash and the other thestrals. “But you left me no choice.”

Her heart clenched when she received an unexpected answer in the form of a chuckle. “Much better,” Eclipse’s voice acknowledged, shortly followed by her stepping out of the smoke, showing nothing more than a mild singe of her clothes where the bolt had hit. “You know, I actually felt that. I have no idea where you learned such ancient magic, but no matter. A pity I know how to convert electrical energy to magical!” she noted with a mock-mournful air. “In other words, thanks for the recharge!” With that, Twilight created the same spell, except the electrical energy around her was far more intense, making her look like she was at the center of a plasma ball herself.

Starlight hurriedly cast a shield spell as she felt her fur and the very hairs of her mane tingle as they stood on end, but Eclipse only smirked again, striking her bubble with not a single overwhelming bolt but taunting her with a series of weaker ones like the ‘scattershot’ bolts of old; the kind used for close defense by pegasus storm teams during times of war to fend off charges from enemy infantry.

Her shield held—barely—while Starlight reached out with her aura to grab the bow and arrows on her back. Notching one of the latter, she teleported her olden weapon out of her bubble and fired it into the ceiling, remembering that Twilight’s new form in fact had a weakness; one that was shared by all bat-ponies.

Charged with a flare spell, the arrowhead detonated upon contact with the ceiling and filled the room with blinding light as Starlight squeezed her eyes shut and teleported out of danger, gratified to hear cries of pain from Shadowdash and the other bat-ponies.

And yet, by the time the flash faded, Eclipse stood unharmed, her red-tinged eyes turned a deep purple by yet another spell Starlight could only dimly remember even hearing about—one developed during the Pony/Gryphon war to allow bat-ponies to fly and fight in daylight. It was an enchantment applied to their very lenses to cut down excess light to manageable levels, leaving them even able to handle the sharp flashes that normally left them dizzy and disoriented.

“Sorry, but I’ve already addressed all my potential weaknesses in this form, my future apprentice. Perhaps you read about the Iris Aid Enchantment?” Eclipse mocked, turning aside a snare spell attached to one of Starlight’s other arrows. It burst around her but its threads, which were supposed to draw taut instead quickly fell slack, falling and fading at her hooves with but another flare of her horn.

Having neutralized it, she paid the failed trap no further mind as she continued, leaving Trixie somewhat ruefully reflecting that even in her corrupted form, Twilight Sparkle still loved to lecture. “If not, it was first created for Fell Flight, a half-thestral pegasus who was one of the greatest warriors of the Gryphon war. It was initially meant for only an implanted outer lens, but later refined to be castable directly on the eyes themselves,” she recited like she was teaching a class.

“It’s a magnificent piece of magic, and I know it—it was one of the first things I studied after gaining this form! Thanks to it, you can’t blind me, and don’t bother using a smoke spell plus the dragon-eye enchantment the gryphons developed to counter bat-ponies either. I can mask my body heat, and my magical awareness far exceeds yours. So, is there anything else you wish to try?”

For the first time in her life, Starlight fell speechless, at a complete loss as she finally understood the true range of her former mentor’s powers, her hopes sinking with each failed spell and each word Eclipse spoke. Wait—she mentioned the dragon-eye spell? How did she know I was thinking of using that? she asked before the answer occurred to her, her eyes widening as she finally detected a subtle magic existing at the edges of her mind, silently watching and listening.

She’s using a SCRYING spell! Starlight belatedly realized, instantly slamming into place magical and mental shields around her mind. “There! The only reason you’ve been able to counter me so quickly is that you’ve been reading my thoughts, Twilight! And now that you can’t, I can beat you!”

“Took you long enough.” Eclipse smirked again. “Not that it matters. There’s in fact nothing you can cast that can beat me. But I suppose there’s no way to convince you of that except let you try,” she said with a sigh, and proceeded over the next minute to prove it, turning aside every incantation and effort an increasingly stunned Starlight tried, from simple levitation spells to complex curses.

Through them all, Eclipse steadily advanced on her, driving her back down the hallway, backing her against the lowered gate. “Do you finally understand, my future apprentice?” she asked as she got closer.

“For every curse, I know its cure. For every enchantment, its weakness. For every spell, its counter. And for every race of this world, their shortcomings,” she recited, turning yet another of Starlight’s spells against her by causing her Poison Joke curse to rebound on Trixie again, leaving her invisible and mute until Starlight dispersed it. “But my abilities go far past that. For you see, any unfamiliar magic that is used on me or in front of me, I can read and learn instantly, adding it to my own arsenal! For example…”

Eclipse’s eyes abruptly glowed with green and violet bubbles, and suddenly, the floor itself erupted under Starlight’s hooves with black crystals which ensnared her; their blackening effect crept up her legs, threatening to consume her. It wasn’t the same corruption as the curse, but something much darker, cold and clawing at her very soul, threatening to drain away her very will to fight before she shattered it with a panicked bolt and teleported out of range.

That was DARK magic! Starlight realized with some horror as Eclipse simply continued her advance by marching right through the cloying crystals, ignoring their immediate effects and then dispersing them with but a thought. But where did she…?

“If you’re curious, I learned that from King Sombra himself, just by observing him cast it. And let’s not forget…” Her eyes glowed red and she turned back into a creature of flame whose heat alone sent Starlight reeling. “I’m a fire elemental. If I wanted to, I could simply overwhelm you with that ability alone. In fact, I could turn this entire chamber to lava with the simple force of my flames, producing an inferno that would do even the mighty Dragon Lord Diabla herself proud!

“But on that score, I will hold back, as I have no wish to hurt you or anypony else. Quite the opposite, in fact,” she extinguished her flames as she licked her lips again.

“Ya know, much as Ah’m enjoying seeing ya wipe the floor with Glimmer’s smug mug, it’s starting to look like yer just toyin’ with her, Queenie! So how ‘bout ya finish her off so the rest of us can have her?” Annie Smith called out from behind her.

“In a minute, Annie Smith. There is a lesson that must be driven home, first,” Eclipse answered evenly before turning back to Starlight. “Now where were we…? Ah yes! Subjugation and humiliation!” She cast what Starlight recognized as an anti-teleport suppression field and followed that up by crumbling the very floor beneath her hooves and that of Trixie’s, giving them both no chance to run or wink away.

Starlight instantly and instinctively self-levitated over the new opening to Twilight’s basement lab, encasing herself and Trixie in a protective bubble that allowed them to float. It was one of the abilities she was proudest of, as she could sustain it for much longer than the average unicorn and she’d gotten so efficient at it that it barely put any drain on her power.

The spells her opponent could cast, however, were another question. “So predictable. And so easily overcome,” Eclipse said with a sigh, and then simply struck her former student’s shield from above with a levitation spell turned into a concussive fist, knocking it—and her—right through the opening.

To Starlight’s shock, her bubble was smashed and she was knocked hard to the floor of the lab; her defensive spell shattered, leaving a faint wisp of smoke coming off her overtaxed horn.

“So, still think I was bluffing?” Eclipse mocked as Starlight tried and failed to rise, and Trixie was little better, groaning beside her, having felt the backflash of the magic that made up the smashed shield through her own horn. “In case it’s not abundantly obvious by now, you can’t win, my future apprentice. I’ll accept your surrender at any time.”

Numb… can barely move… never been hit so hard… Starlight silently catalogued to herself. I think she’s right… I can’t win…

“Starlight! Get up!” Trixie begged, wondering if she could summon another ether potion to restore her friend, only to take one look at Eclipse and think better of it as she came through the hole in the ceiling and glided down to stand before them. “If you fall, we’re both doomed! And so is all of Ponyville!”

“It already is, Miss Minor and Mediocre,” Eclipse couldn’t resist a slap at Trixie, whose lip quivered. “Though I’d hardly call it doomed. Improved, perhaps. Evolved, better yet. This is going to happen whether you want it or not, Starlight. And by the time I’m through with you, you will want it just as much as me! But perhaps I misspeak. After all, your escape route is right behind me!” she said with a snicker. She then stepped aside in seeming offering to reveal the portal to the human world, tantalizingly close yet agonizingly out of range for her presence.

“You’re letting us go?” Starlight asked in disbelief as her vision slowly cleared and she willed the pain and numbness away.

“Only if you solve the puzzle I present,” Eclipse answered, never losing her smile. “For you see, I want to fight fair, my future apprentice. Each one of my traps had an escape route, and this one is no different! Get past me, and you can get through it, at which point you might find sanctuary with Sunset Shimmer and her friends for a few hours. But trust me, they can’t stop me either. Once the human element bearers are converted, that world will fall under my rule as well!”

“No…” Starlight groaned, her eyes falling on the portal, gauging their chances of reaching it and finding them sorely wanting. “You won’t. And I’m not done yet!” She pulled herself to her hooves, struggling to still her shaking limbs. If I can’t beat her, I’ve got to deny her the portal… but how? Her eyes flickered to a mirror on the adjacent wall, a hint of an idea forming. But there’s no way Twilight would let me do that! Unless—

“Fighting to the bitter end? Good. Your resistance only makes my stallionhood harder!” she stretched out to show her newly erect organ.

Fighting off another flare of arousal and a sudden fantasy of having it inside her, Starlight’s horn flared as she established a telepathic link. Trixie—when I tell you, aim a teleport spell at that mirror over there! She motioned towards it with her eyes.

What? Why? Trixie asked back with her thoughts in confusion. She’s got a suppression field up! And even if she didn’t, it’d just bounce right back at us!

I don’t have time to explain! Just wait for my signal and then DO it!

Eclipse sneered as she sensed the spell. “Telepathy, my student? How quaint. But even if your mind is protected, I sincerely doubt hers is!” She ignited her horn and cast a fresh scrying spell on Trixie, whose muzzle fell open as she felt the intrusion; sensed her very thoughts being sifted through.

Eclipse’s lip curled when she found what she was looking for. “A teleport spell bounced off an enchanted mirror? You truly are desperate!” She smashed the mirror with her aura right then and there, sending shards raining to the floor. “Very well, this is getting boring. Perhaps Annie is right and it’s time I put you both out of your misery!”

“You should have finished me when you had the chance, Twilight…” Starlight told her, gathering her remaining magic for one final, all-out effort. “Because you’re not the only one who can learn spells by observing them!”

She then cast her crystal imprisonment spell, which she knew Eclipse could easily defeat. But this time she reinforced it with the same dark magic that her former friend had demonstrated just minutes earlier, her eyes and aura glowing with black and green bubbles.

Casting it for the first time, it was all the young mage could do to hold onto her sanity and soul as she felt the evil energies try to overtake her again, but was gratified by the shock on Eclipse’s face as she found herself trapped by the hybrid and almost unbreakable incantation. The dark magic not only contained her, but dispersed her wards and enchantments as their connection to their caster was cut, removing her teleport suppression field.

Still, as Eclipse’s eyes began to glow red and the dark crystal surface began to crack as it was battered by her power from within, Starlight realized they had little time before her magic was spent sustaining it and her corrupted mentor broke free. “Trixie! Use your teleport spell!”she ordered her friend shortly.

“My teleport spell? On what? The mirror?” The showmare looked in confusion at its broken frame.

“No! Hit the portal! We can’t let her have it! Teleport it! Send it away!” she instructed in clipped tones through squeezed-shut eyes and gritted teeth as she struggled to maintain the crystal seal.

“Send it away? Where?” A quavering Trixie asked as she felt the containment field crumbling and sensed they had but seconds left.

“ANYWHERE!” Starlight shouted frantically, trying to hold off an infuriated Eclipse for a few seconds more, praying her horn wouldn’t break from the monumental effort.

Finally understanding, Trixie sprinted past Eclipse and cast her spell, causing the portal to disappear from its perch with a sharp flash. As soon as she did, the ground began to shake as Eclipse realized what had happened and rage gave her additional power, the pace of the crystal cracking increasing.

“Where did you send it?” Starlight asked quickly, feeling that her horn was very close to cracking itself from the overload Eclipse’s power was putting on it.

“To… to the place that I accidentally sent the map that one time!” Trixie answered carefully, afraid to say it out loud lest Shadowdash and Annie Smith overhear; they were watching but obeying their regent’s instructions to not interfere. “I’m sorry; it was all I could think of…”

“To… there? I can’t get you that far now…” Starlight answered with a pained hiss as Eclipse’s power forced her to her knees. “All I can do is get you outside the castle!”

“But—”

Trixie, LISTEN to me! Sparing as much power as she dared, she telepathically fed the other mare a plan she’d come up with only minutes earlier, before their capture. Do you understand?

Yes, but… Trixie does NOT think she can do that on her own!

You HAVE to! Starlight all but shouted with her thoughts as beams of light began shining out of the crystal fractures, indicating its destruction was imminent. “I’ll get you outside, but this will take all my remaining power!” With that, she remotely triggered all the anti-aura bolts in her quiver at once.

They exploded, shredding the meticulously recreated artifact of the Gryphon war and disrupting all magic in the room, including any spells Eclipse could cast as well just as she finally broke free of her prison, shattering the giant gemstone into a hail of fine fragments that forced Starlight and Trixie to flinch back. It gave Starlight just enough of an opening to drop her shield spell and teleport her friend away before Eclipse restored her enchantments and seized Starlight in her magical grasp, but the deed was already done.

“No!” Eclipse shouted in fury as she pressed her attack, crushing Starlight’s remaining defenses. “Clever move! But all for naught! She won’t get far! And as for you, my stubborn but stalwart apprentice, you are beaten! Now accept your fate!”

“Never…” Starlight managed one last hiss of defiance as she felt Twilight’s awesome power overtake her, disassembling her chainmail armor right off her torso, leaving her body and soul exposed. “I won’t give in!”

“Oh yes you will!” Eclipse promised her with a smile that was anything but pleasant, summoning forth her tentacles again. “And then you’ll tell me quite willingly!”

“Sorry, Eclipse. But you won’t learn anything… from… me!” With her final effort and the last ergs of her waning magic reserves, the young mage aimed a memory erasure spell inward and fired it, knocking herself out and blanking her own memory of the past two hours to an angry curse from Eclipse as she recognized the incantation and its intent, unable to block an internally cast spell turned on its own caster.

* * * * *

The room fell silent as the spellcasting ceased, leaving only Eclipse standing, staring down at the unconscious form of Starlight in frustration and anger. “My Queen?” Shadowdash looked on in some concern. “Where is the portal now?”

Eclipse probed Starlight’s unconscious mind using a fresh scrying spell to look through her most recent memories, then shook her head in disgust. “She doesn’t know! But Trixie does!” Her mane smoked again as she seethed.

“Find her, my loyal servants! Catch her! And bring her to me uncorrupted!” Eclipse commanded, and her remaining soldiers scrambled to obey, taking to the skies while Annie Smith simply smirked and sank into the very ground. “She has been a thorn in my side for the final time! Be assured that for what she’s done, her conversion will be to a castle maid!”

In the plaza past the palace, not even a third of the way to her destination, Trixie rematerialized and ran for her life. She was afraid to look back or look up less she see her pursuers or the tainted rainfall affect her, hoping her witch’s cloak and hat as well as the earlier protective spell Starlight had cast on her was enough to keep the bulk of it off her.

As she ran, she considered her actions anew and the likely consequences, terrified of seeing Twilight, or the monster she now was materialize in front of her, praying she’d be occupied enough with Starlight to not come after her.

Starlight… she blinked away her tears, feeling like a coward for abandoning her one true friend to Eclipse’s mercies and wondering again if there was anything else she could have done or said to prevent the final, fatal misstep. Why didn’t she LISTEN to me? she asked herself over and over, having no idea what to do or where to turn despite her friend’s imparted plan.

I have no friends! No protector! No CHANCE! She struggled again not to let her fears get the best of her, trying to keep her focus on her mission, and the one remaining chance they all had.

The portal… just get to the PORTAL! she reminded herself over and over again, reviewing Starlight’s instructions in her mind. If I can just get through it and find that Sunset Shimmer, I’ll—

Her thoughts—and her very heart—were stopped by a sudden whisper of featherless wings she recognized as belonging to a bat-pony; a conclusion confirmed when a familiar and unwelcome figure swooped down to bar her path.

“Going somewhere, Trixie?” Shadowdash asked with a sneer over crossed forelegs, hovering before her, her slitted eyes glowing softly.

Trixie tried desperately not to let her legs shake as she found herself confronted by the newly converted bat-ponies who had once been Rainbow Dash and the bulk of Ponyville’s third-shift weather team. “Anywhere, as long as it’s away from you!” She teleported a hundred yards away, only to see them instantly turn towards her new location and surround her again within seconds.

“Nice try, but you can’t escape us, Miss Minor and Middling! You can’t outrun us and there’s no point in teleporting either. With our heightened magical awareness, we can sense where you go, and even if we couldn’t, we can see the flash of a teleport a mile away! Keep it up and you’ll exhaust yourself! And that would be a terrible shame. Because as soon as our Queen is done with you, she’ll give you to us!”

Despite her terror and her trembling legs, Trixie found some of her old attitude. “Trixie will not surrender to you, Rainbow Trash! Trixie is not your toy!” She proclaimed a little too shrilly to a hiss from Shadowdash, then held her breath as she set off all six of her remaining smoke bombs at once. Their eruption caused the entire plaza to be quickly filled with the blinding vapors, and she hoped, masking her sight and scent from them, allowing her to make her getaway.

But she had barely begun to run before a blast of wing-generated wind dispersed it, the temporary gale nearly ripping her hat off and revealing her yet again.

“Well, that didn’t work. So, anything else from your pathetic bag of parlor tricks you wanna try, Miss Not-So-Great-or-Powerful?” Shadowdash mocked, causing Trixie’s lip to quiver as she was cornered again, reviewing her limited arsenal of spells and finding them sorely wanting. “And if you call me Trash again, I might just decide to disobey my Queen and take your tail here and now!”

Said tail all but puckered at the thought. She was fifty yards away from her destination, but with a half-dozen corrupted ponies between her and it, it may as well have been in the next province.

Wait—they’re bat-ponies now! And that means… an idea occurred to her. But I’ll have to bring them in close! “V-very well. Trixie-surrenders…” she offered them, bowing her head in defeat. “But Trixie’s final request is that she not be transformed by your Queen! She would much rather just be a bat-pony like you! Take her but please be gentle with her!” She made a point of flagging her tail, causing growls of lust to erupt behind her.

That gave them some pause. “Well. Only because you asked so nicely!” Thunderlane said huskily as they closed in, their proximity plus all the magical pheromones they were releasing causing her head to spin and marehood to wink in earnest this time.

She waited until they had closed to within ten feet—as close as she dared, lest their influence get so great she gave into them on the spot—before unleashing her self-named Grand Finale fireworks spell in their collective faces. The rapid succession of sharp bangs and bright strobelight flashes succeeded in dazzling and disorienting the cat-eyed thestrals briefly, who recoiled and cried out in pain, seeing spots in their vision as their larger ears started ringing, allowing Trixie to make her escape undetected.

She teleported and rematerialized a hundred yards away—her maximum range—just inside the massage parlor of the Aloe & Lotus Day spa, and from the shouts of outrage and sworn vengeance outside, she realized in relief and some amazement that her plan had worked! They don’t know where I am! she thought giddily, chancing a glance out of a darkened window.

“That little…” Shadowdash bit off a curse, still rubbing her watering eyes. “That’s it! She can’t teleport that far, so spread out! She’s in one of these buildings! So find her!”Shadowdash ordered, to which Trixie swallowed, realizing she didn’t dare teleport again or she’d only be lighting a beacon for them. And a teleport couldn’t get her any closer to her destination anyway—like most places of business, the shop also had its own anti-teleport field inside it to prevent ponies from gaining entry to it after hours or leaving it without paying.

Praying she wouldn’t encounter them or any more corrupted ponies, and afraid to so much as use a levitation spell, she turned off her aura and crept inside, grimacing at every noise she made until she turned the corner and saw her destination at the end of the hall past the steam rooms—the big massage parlor where she had initially met and befriended Starlight.

I’m going to make it! she thought giddily, only for Annie Smith to materialize right out of the floorboards in front of her, blocking her path.

“AAAYYYYIIIIEEEEE!” Trixie shrieked as the newly youthful Apple family matriarch appeared in her uncanny Timberwolf manner, causing the showmare to stagger back. She turned to run only to find her way quickly barred by a wall of thorny vines; even the wood of the side doors grew into the walls, sealing them.

“That’s far enough, Lulamoon. Reckon ya done pissed both Clipsie and me off, so don’t try any more tricks!” the other mare warned. “Yer comin’ with me—pun very much intended!” She stretched out to show off her new malehood, which was already fully erect.

Trixie’s eyes went wide. “No! Stay back!” She tried to work up some more bravado, reflexively reaching inside her cloak for a smoke bomb only to remember she was out, and instantly realized that any attempt to item summon more from her wagon would be immediately detected by Shadowdash and the rest of her bat-pony brethren.

Annie smirked at that. “Scared? You should be, Lulamoon. When Ah was young, Ah always got my mare! Or stallion, but that’s a different story!” She closed her eyes and licked her lips, lost in memories for a moment before turning her green-eyed gaze back on the showmare. “Ya know, Queenie said to bring you back uncorrupted. Too bad for her, Ah hate following orders! Ah’m gonna turn you Timberwolf right here, and then you’ll belong to my pack!”

“No!” Trixie recoiled at the idea, her eyes darting, looking desperately for a way out, her gaze finally falling on a pipe running the length of the ceiling that was covered in condensation. “Trixie does not want to be a Timberwolf or Bat-Pony! Trixie likes herself just the way she is!” She ignited her horn and yanked as hard as she could with her aura on the pipe right over the other mare. It broke and blasted her with a gout of scalding steam.

But instead of recoiling, Annie Smith simply stood up into it like she was under a pleasant shower and began to chuckle.

“Steam? That’s all ya got? Water makes plants grow, ya know! But thanks for the power boost!” She visibly absorbed the droplets through her bark and shook the rest off her coat like a dog, her eye glow intensifying as the air around them became as warm and saturated as a sauna.

“Now where were we…? Ah yes! Time to get tucked, fillyfriend! In truth, Ah admire yer spunk, so reckon Ah’ll make ya one of mah betas and let ya service me now and again. With a little training, reckon you’ll be a good worker and lover! So stop fighting, and reckon you’ll enjoy this a little more!” With that, vines grew out of the walls and floor, quickly finding Trixie’s limbs and snaking up them as more of the older mare’s self-described aphrodisiac apple flowers abruptly bloomed, pumping their potent pollen into the air.

“But… but…” Feeling her strength and very well ebbing as the pollen took effect, and in an increasing panic as the vines closed in and her legs began to be pulled apart, something snapped inside Trixie; an internal barrier she hadn’t even known was there. Digging as deep as she could as a massive, fear-induced magical surge took hold, her horn and eyes flared with a much deeper blue aura and more power than she’d ever known.

“NOOOOO!” she shrieked again as a wave of pure elemental magic erupted from not just her horn but her entire body and pulsed outward, quickly encompassing the whole area. “Trixie will not be taken! Trixie will NOT be transformed!” she proclaimed as the very air around them went ice-cold and the slowing gout of gas from the broken pipe turned from steam to snow.

Her eyes clenched tightly shut, she wasn’t immediately aware of what she had done, only that everything had fallen silent except for a light tinkling sound somewhat reminiscent of snowy winter nights. Realizing the vines wrapped around her legs were unmoving and the talkative Annie Smith was no longer speaking, she cracked an eye open to see...

Annie Smith encased in ice with a stunned expression, the walls, ceiling and floor covered with hoar frost and remaining moisture in the air falling to the tiled floor beneath her hooves as flakes of snow.

The Timberwolf mare’s floral constructs likewise frozen solid and now unmoving, they were brittle and easily broken as Trixie found herself at the center of an artificial igloo; the middle of a winter wonderland she had somehow created.

But… but… how did I DO that? an agape Trixie didn’t know, noting her breath was fogged and the temperatures around her felt sub-zero, and yet, she didn’t feel cold at all. But the magic surge left her as quickly as it arrived; leaving her tired and increasingly chilled as she found herself drained of her magic. Not just her horn but her entire body went sore, suffering from what she recognized as magical withdrawal and exhaustion, leaving her barely able to move. In a daze, she started to summon another either potion to recharge herself only to realize she had not the power, having spent all her reserves in her desperate effort to get away.

An effort that had not yet succeeded, she was sharply reminded as a series of familiar voices got closer. “That magic surge came from here! She’s inside the spa! Find her!” Shadowdash directed from somewhere over the roof.

“I can smell her! She’s here! And she’s ripe!” Trixie heard a deeper-voiced version of Thunderlane announce from inside the entrance with a smile she could all but hear, causing her insides to clench anew despite her own lingering arousal. “And whatever she did, I bet she’s powerless now!”

“Good! Eclipse may be mad, but she’s not getting away with this! We’re taking her here and now!” Shadowdash proclaimed. “And I get her tail!”

Renewed fear giving her renewed strength, Trixie pulled herself up and free of the unmoving vines, which, frozen and fragile, snapped quickly. “Sorry, Granny…” She couldn’t help but apologize to the other mare as she slipped by her through the several inches of snow on the floor, whose eyes followed her even beneath the ice.

Willing her shaking limbs to steady themselves, Trixie managed a slow trot down the hallway until she found the entrance to the open massage room and slipped inside, closing and locking the door behind her. To her relief, the portal was there where she had willed it, ready and waiting to receive her.

Recalling Starlight’s instructions—it was hard to forget, given they’d been telepathically seared into her memory; she was starting to suspect her headache was as much the result of that as anything else!—she grabbed a chair in her weakened aura and swung it hard enough to break the pipes feeding the portal, causing its magic reserves to drain. That would leave the portal itself with just enough magic to allow for one pony to transit, but prevent any further attempt to use it until it could be recharged, denying Eclipse and her minions the ability to invade the human world for what Starlight had hoped would be a few critical hours.

Enough time, Trixie hoped as well, to carry out the rest of her plan.

But now at her goal, she paused, needing to gather her nerve. Before her was a very uncertain sanctuary—the gateway to the human world—and she did not know what she would find on the other side. I wanted to go there, but with STARLIGHT! Not ALONE! she mentally protested, finding herself with a sudden and severe surge of fear over entering an alien realm—one that, even worse, she belatedly remembered would transform her into a creature of that realm!

But Trixie fought to NOT be transformed! She swallowed hard, reminding herself sternly that this transformation was reversible upon her return through the portal.

Assuming, that is, I would even be ABLE to come back! She swallowed again at that, the fear of being marooned in an alien world overriding even her fear of being captured. “Trixie is scared…” she said to herself in an admission she would never have made to anypony else. “But Starlight sacrificed herself to save me! And Trixie will not let Starlight down!” she mentally swore to her friend and lover, hoping and praying that whatever awaited her on the other side, she would find refuge from the madness of this one!

But this time, the sound of fresh voices behind her in the corridor outside broke her reverie. “What the…?! Why’s it so cold in here? And where the hay did this snow come from? And… Granny?” she heard Shadowdash gasp, followed by the sounds of dismay from her soldiers as they beheld their frozen ally.

“Dang it! She’s a popsicle! We’ll need to get her back to the Queen! She’s not gonna be happy about this unless we bring Trixie back! She’s gotta be close, so check that room!” she ordered, and thenTrixie heard a soft flutter of wings followed by a hoof trying the door to the massage parlor.

“It’s locked! But she’s in here! I can smell her!” A voice Trixie recognized as Blossomforth announced, to Trixie’s sinking heart.

“Then break it down!” an infuriated Shadowdash ordered, and, realizing her time was up, a terrified Trixie took the plunge. Getting a running start, she dove into the portal just as the door was smashed in by a pair of hind hooves, the oval passage glowing briefly with her passing before falling quiescent again, leaving only an empty room and a depowered portal behind.

The Town Hall clock had just struck two as the fully transformed owners and patrons of Sugarcube Corner swore undying loyalty to their new Dragon Lord.

Spike accepted their oaths with much kisses and affection, reveling in their love for him and their myriad scents, sweet and spicy alike, trying to give each of his new harem attention in turn.

He was happy and gratified beyond measure, and yet… “I want more!” he announced, motioning with his arms outside, sitting on his far more animalistic haunches to observe the late-night activity, which seemed to include many ponies making out or outright rutting beneath the rain. “I want to have more mates! But not because I’m greedy!” he quickly added, as much to himself as to them. “But because I want to spread this love I’ve found with you! I want to share it and myself with everypony!” he proclaimed grandly to approving whinnies and hoofstomps from them all.

“So I want all of you to go forth and bring all the ponies you can to me! I’ll make all of Ponyville my harem!” he proclaimed grandly, to the cheers and celebratory pinwheels and puffs of multicolored fire into the air from his new family, who began chanting his name. After one final round of hugs and promises of even more future affection, they piled out the door and immediately took flight into the stormy night on their new dragon wings, their heat-sensitive eyes now able to see ponies right through the driving rain and even inside their houses.

All but one, that was. “Something wrong, Cup Cake?” he asked her, seeing she was hesitating at the door.

She looked uncertain. “Oh, um… Spike? Well, you see, darling, it’s 2 AM, and that means it’s time for me to feed the foals…” She nodded upstairs, then down at her curse-swollen teats, triple their usual size and standing up clearly against the new scales of her belly. “They always get a nighttime meal right about now, so they’ll be waking up soon.”

“Oh!” Spike blinked, and then nodded. “Oh. Well, that’s okay. I mean, you’re part of my harem now, which means they’re my foals too! Go upstairs and feed them, but be sure and save some of your milk for me!” He licked his lips at the thought.

“Of course, dear…” They kissed deeply once, twice, and then neither could resist rutting again, Spike laying her out on her side to take both her orifices at once before sending her upstairs. That accomplished, he grabbed the broom and began sweeping up the molt debris, whistling happily and occasionally sipping on some leftover hot cocoa while waiting for his new soon-to-be greatly extended family to return.

“Ohhhh…” Starlight awoke with a groan and a splitting headache as well as a very sore horn. “Where am I?” The last thing she could remember was being in the watchtower with Trixie and having witnessed Granny Smith phase right through the wall. “Wait. What…?” was all she could say as she realized her limbs were bound and she was in Twilight’s basement lab, laid belly-up on the floor.

“Awake? Good,” she heard an impatient Twilight’s voice over the scratching of a quill. “Then we can proceed.”

“Proceed…?” Starlight echoed uncomprehendingly, trying to recall if there was something wrong with Twilight. She’s cursed… but wasn’t she supposed to be bestial? part of her insisted, her eyes only slowly clearing to reveal… “Twilight?” She gaped at her former teacher's nightmarish clothes and appearance, one that made her look like an evil vampony, or even a mad scientist given the number of alchemic reagents around her, held up in her aura.

“Welcome back to the land of the living, Starlight Glimmer,” she said, not looking up from her work. “For the record, just because you used a memory erasure spell on yourself doesn’t mean your memories go away, my reluctant apprentice. In fact, the spell only masks them as the mind resists magical intrusions and hides them away, but they can be dug out with a little assistance,” she explained as more scrolls and runes floated around her and she hurriedly wrote out a few equations.

“Memory erasure…?” Starlight blinked, then noticed the clock on the wall said it was nearly two hours later than she thought it was. But... what did I DO? And where’s Trixie?

She had no chance to consider the questions before the corrupted Twilight spoke again. “Unfortunately, this will be anything but pleasant, for which I apologize in advance. Understand, I would like nothing more than to convert you and have you tell me the portal’s location of your own accord, but I cannot risk the transformation altering or destroying your memories. Hence I am forced to resort to less… gentle means,” she said in some distaste.

“I do not wish you this discomfort—anything but, be assured—but I require that portal to carry out my plans, Starlight Glimmer.” Her deep red eyes suddenly turned angry. “I need it to conquer the human realm. To say nothing of the fact that in hiding it, you are keeping me from my beloved!” She all but hissed out the last words.

“Portal? But… I don’t remember…” she protested, feeling a trickle of real fear as she realized that whatever had happened, her power was completely drained—that a corrupted Twilight now had her dead to rights and was threatening something extremely intrusive; a violation of her very mind and spirit.

“Of course you don’t. But you will!” Eclipse promised as her horn ignited and runes appeared on the ground around a bound Starlight, who immediately felt magic clawing at the edges of her consciousness in a spell she never dreamt Twilight even knew or was capable of casting. “And once you are, then I will finally be able to convert you properly! Then and only then, can you take your proper place at my side!” she promised, only to be interrupted as several new figures appeared from out of her closets and behind curtains, including a pink-furred one that Starlight didn’t immediately recognize dropping from the ceiling above right beside her.

“I’m back,” she announced in a familiar voice but a slightly frazzled mane; some of her flat hairs were askew and even singed. “With some new friends.”

“Pinkie…?” Starlight gaped at the altered appearance of her friend, who was now looking like anything but the happy-go-lucky pony she knew, her mostly-flat hair and evil gleam leaving her appearing far more predatory and dangerous.

“Pinkamena,” Eclipse acknowledged shortly, pausing her spell as her eyes fell on Maud, Marble and Limestone briefly in turn, noting not just their presence but their disheveled and slightly sunburned appearances, to say nothing of expressions Starlight could only describe as varying degrees of freaked. “I’m a bit busy now, but I see you stopped long enough to collect your sisters. A little annoying that you disobeyed your instructions, but very well. I bid you all a warm welcome and promise to accept you into my fold properly later. In the meantime, were you successful in your mission?”

Pinkamena’s lip curled as Maud didn’t react, Limestone flinched and Marble all but cringed under Eclipse’s probing gaze. “No. And for it, I think we might have a problem. Or probably two.”

“Two problems?” Eclipse had no sooner spoken than Starlight sensed a massive surge of dark magic dissolving Twilight’s enchantments, punching a hole right through her defenses into her inner sanctum, followed by a circular portal with glowing violet edges appearing on the far wall, its interior resolving into a tunnel to the outside, passing through walls and other corridors to get there.

And then the aura’s owner entered, a large midnight blue unicorn with a sparkling violet mane and tail. She was as big as Luna, and her appearance was more than slightly reminiscent of the Lunar Princess as she looked around and sniffed in disdain.

“Ugh! The interior of this castle is as unimaginative and unfashionable as its occupant! Hmmph! I’ve seen more convincing laboratory lairs in Spike’s comics!”

Then she set her slitted eyes on Eclipse, and smirked. “And Coltic trappings? How utterly droll. It would seem you require not just the services of a dressmaker, but an interior designer, darling,” said a voice that sounded to Starlight like Rarity’s, yet not quite. “For if you are to serve under me, I will not tolerate such dreadful taste in décor!” She bared her pointed teeth in a grin as two other figures entered behind her, including a large white stripeless tiger wearing Opalescence’ collar, and a dazed but apparently unaltered Prince Blueblood, collared and being led by a leash by her mistress even as the tiger was off it.

“R… Rarity?” A dazed Starlight didn’t recognize the altered form of her friend, but Twilight, or whatever she had become, did, her eyes narrowing at the sight.

“Nightmarity,” Eclipse hissed out through her own sharpened teeth, her voice tinged with not fear but great anger and disgust. “And to what do I owe this displeasure…?”