Of all the ways Twilight Sparkle—affectionately known as “Sci-Twi” to her friends to set her apart from Princess Twilight—thought she might spend Halloween Night, crossing the portal to stop her magically corrupted equine counterpart from conquering Equestria and then Earth had not been high on her list.

But now, she found herself poised before the portal, counting down the thirty seconds Sunset had said to wait before following her. She was both anticipating and dreading the passage, uncertain what she would experience on the other side.

She watched with some trepidation as the clock hit zero. “Well, here goes nothing…” she said just before she took a deep breath and stepped through. As she entered, there were a series of circular ripples in the stone face like a rock had been thrown into a placid pond, the portal glowing bright blue with her passage and then fading out slowly.

It was only when Twilight had disappeared completely and the surface glow was gone that Spike could restrain himself no longer. “Twilight!” he called out frantically and before his human friends could stop him, he charged after her into the portal, only to bounce hard off the hard stone surface that made up its no-longer-passable facade. “Ow…” He rubbed the fresh bruise on his head. “Aw…”

“Hey, it’s okay, Spike,” Rainbow picked him up and immediately gave him to Fluttershy, who put down her tambourine to begin tending the rapidly growing bump over his eyes. “Guess Twi was right and the magic she pulled from Zesty and Flash was only enough for two passages. Looks like they’re on their own now.” She couldn’t quite keep the worry out of her voice. “All we can do from this end is wait for Sunset’s signal and be ready to play.”

“They’ll be fine,” Fluttershy promised as she got some ice from an open cooler, wrapping it in a towel to press against Spike’s forehead. “They’re with each other. So I’m sure it’ll be okay. Don’t worry, Spike. Twilight and Sunset can take care of themselves.”

“It’s not that!” Spike grimaced as Fluttershy dabbed at his tender wound. “It’s that I think I’m the only one who can keep Midnight at bay! And if Twilight is over there without me…” He bit nervously on his canine nails.

That gave the others some pause. “We must have faith, Spiky-Wikey,” Rarity said as she pulled her keytar free of its case and slung it over her shoulders. “The map summoned them, and from all we have heard, it doesn’t do so unless they and they alone were needed. We must trust in it, and in them. All we can do now is be ready to assist… or deal with whatever comes through.”

“Still ain’t sure how all this is gonna work, though,” Applejack mused as she began to tune her bass guitar, wondering who to give Sunset’s instrument to. “Ah mean, how’s she gonna ‘signal’ us? And just what are we supposed to do if somebody who’s ‘cursed’ comes through?”

“Blast them with magical music, tie them up, and then give them a cold shower?” Rainbow suggested with a shrug. “I don’t know. I mean, how do we ever deal with this stuff except take it as it comes?” she wondered out loud, but then turned serious again. “Okay, listen up, everyone! All other bands get behind us! Since we’ve got the most magic, the Rainbooms will be in front, but you guys gotta back us up!”

“The Great and Powerful Trixie backs up nobody!” Trixie said angrily as she arrived with her own instrument along with her Huntress-dressed bandmates. “Trixie and her band will be at the front where she belongs! And no buts! Sunset is my friend too, you know!” she added before anybody could protest.

The Rainbooms gave her an annoyed look, but relented. “Fine—I guess you earned it for helping Sunset restore our memories. But you follow our lead, Trixie!” Rainbow directed as the Pony Trixie looked on from the sidelines, trying to make sense of all she was seeing, to say nothing of finally getting a sense of herself from the outside.

Am I really THAT irritating and bombastic? she worried, suddenly and sorely wondering why Starlight had ever put up with her and wishing there was more she could do to help.

Delta slowed her pursuit of the corrupted Celestia as she got closer to Ponyville.

Her enhanced ears were picking up something extremely wrong in the town’s magical flows. Moreover, from what she could tell, it seemed like it was the same magical corruption that had taken Celestia, with all the town denizens either turned various forms of predator or fleeing them, only to be quickly chased down, rutted and somehow converted, rapidly joining the ranks of the already infected.

For her part, Delta Requiem was not unaffected by the sights or all the magical pheromones flying through the air, the latter soaking into her senses and trying to bend them towards more pleasurable pursuits, but she had not been given her post because she was weak-willed or lacked the power to resist it.

“Faust above, did this originate in Ponyville?” the Court Bard breathed as she looked around, quickly realizing that whatever had happened, it was far beyond even her considerable abilities to fix.

“Tell me at least the Elements were spared…” she silently prayed, but the sinking feeling in her gut gave her the likely answer. Deciding to place stealth ahead of speed, the cloaked pegasus mare slowed, and called on her special talent. “I shall soak myself in the darkness of night, hide from mundane and magical sight.”

Had anypony been looking right at her, they would have been perplexed to see Delta’s form shimmer and vanish as a pair of ponies who looked to be half-dragon flew by. They sniffed at the air in some confusion before continuing on their way, intent on finding more ponies to help grow their new Lord’s family.

Delta detected all this in passing with a scrying song of her own design—“power of song, let me see, what thoughts these creatures have for me”—and shivered as she got her answer, recognizing that whatever had happened to them, they were generally anything but unintelligent or brainwashed, working towards their new purpose with very enthusiastic intent:

Spread the curse, grow their families, convert more ponies—or any other creatures they encountered; she saw at least one gryphon being forcibly rutted and turning even more predatory from it—to their cause. Worse, several distinct factions of infected ponies appeared to be forming, as she spotted ponies who had been converted to Timberwolves, thestrals, and even what she could only describe as androids.

“What is happening here?” She had no idea, wondering if it had anything to do with the very lurid scenes she’d briefly glimpsed in the human world some months back, when the boundaries between the realms had been sundered. That didn’t seem to be the case here, however, as she didn’t sense any inter-dimensional breaches. “Thank the Sun and Moon for small favors. Then where did this corruption come from...?”

She had just decided to try and tail the Princess to see if she could lead her to the answers, when abruptly, the Princess’s presence somehow disappeared. “What the…?” She blinked, then turned towards the Castle of Friendship her regent had been previously, where she sensed several dark powers gathering, including one that felt dangerously familiar, causing her to freeze where she flew.

“The Nightmare…” she breathed, realizing instantly that she now had to watch her step very carefully—the Queen of the Dream Demons knew of her, as they’d clashed in the dreamscape more than once, and was one of the few who could both detect and counter her power. She’d be recognized instantly if she approached, even cloaked, and there was no song she could sing that would save herself or Celestia if these abnormally powerful ponies ganged up on her.

With that realization, her shoulders slumped and she retreated from the castle before the ancient entity sensed her. “Checkmate. So what do I do now…?”

“Oh, wow! Now this was totally worth it!” Timberbloom announced as they took Ms. Cheerilee together as one. They’d found her writhing on her bed helplessly pleasuring herself and very receptive to their advances. The second-floor window she’d left open allowed the curse-and-pheromone-soaked air and rain to enter her lungs, leaving her desperate for release and eagerly awaiting the touch of the very first converted pony to find her.

She did not have long to wait as Timberbloom used her new powers to make her bedposts sprout vines and wrap themselves around her arms and legs, spreading them apart, pinning her in place and leaving her helpless before them.

Either due to the curse or a simple fetish, she responded instantly to it, all but pleading to be pleasured, her exposed marehood winking helplessly and soaking the sheets beneath her. But as an apology for what they’d put her through years earlier with the love poison, they offered her the chance to decide what she wished to be—and thus, who would take her first.

“Oh, my…” Cheerilee said as she looked at each in turn with glazed and longing eyes. “I wish I could be all of you! A Phoenix pony… two Kirin… a Timberwolf… and an android?” she said as she set eyes on Fireflight, Diamond Tiara and Silver Spoon, Timberbloom, and Cyber Belle in turn.

“I prefer ‘cyberpony’,” the latter said as she stretched out her hindquarters to show off her new hardware, as well as generating a series of fresh tendrils from her body she could pleasure her teacher with. To entice her further, she turned her tongue into a phallus again, now speaking out an internal microphone around it. “But small semantic distinctions like that are irrelevant and illogical to linger on. Whoever you choose is fine with us!”

“Aw, come on, Cyber Belle! No fair charming her with stuff we can’t do!” Fireflight protested.

“Speak fer yerself! Ah can do it too!” Timberbloom duplicated her friend’s tendrils with additional vines sprouted from the floorboards, which curled themselves around Cheerilee’s teats and swollen clit to a shuddering gasp. As a bonus, the vines quickly bloomed and shortly bore a very lush, ripe fruit, dangling it right in front of her watering muzzle. “How ‘bout an apple for the teacher?”

“Oh yeah? How ‘bout these apples?” Fireflight showed off her large, seed-swollen orbs, hovering over the bed on her wings to place her tapered organ’s tip in front of a twitching Cheerilee’s nose. “I’m hot for teacher! And I promise I’ll heat you up even more!”

“Not hotter than us!” Diamond Tiara claimed, briefly igniting her mane along with Silver Spoon. The pair then teleported to either side of Cheerilee on her bed, sitting up so their organs were pressed against their teacher’s bound hooves. Despite the restriction, she quickly grasped them and began stroking them, openly exulting in the love and attention she was being shown.

“Such wonderful students!” Cheerilee said in delight as she inspected each of them in turn from where she was bound on her bed, licking her lips as she examined the various flavors of phallus each were now sporting as well as their other attributes; sensing her appreciative gaze, they all shifted to show themselves off more openly. “And all grown up! How can I just choose one of you?” she asked them all.

“You know, she’s right, ya’ll…” Timberbloom agreed, barely restraining herself from lapping at her teacher’s juicy strawberry-scented opening with the canine tongue she’d come to use so well. She succeeded, though she did prop Cheerilee’s head up so she could see better. “Reckon it ain’t fair to her or any of us to make her choose!”

“Yeah, I think you’re right…” Diamond Tiara granted, her feline tail wrapped around Cheerilee’s arm as they continued to allow their teacher to pleasure them by hoof. “So what should we do? Draw hay straws?”

“Oh! How about a game of ‘spin the bale’ to decide?” Silver Spoon suggested, drawing surprised looks from the others.

“Huh? You know that game?” Diamond Tiara was shocked.

“Well, duh! Rumble and Button Mash taught it to me just last week!”

“And you didn’t invite me?” Diamond Tiara’s mane and tail tassel started smoking again even as her new organ twitched. The sight caused Cyber Belle to quickly lay down a fire suppression spell on the wooden floor and bed, having come up with one after noting the damage her Kirin friends had caused previously.

“Well, I didn’t know what it was or what they were doing; just that they ‘needed my help’ to try something new. I didn’t realize the rules of the game until they kissed me!” She rubbed a furred hoof behind her head, then grinned at the memories.

“So you did it with Rumble? Thunderlane’s brother? Lucky!” Fireflight pouted, her feather fire burning brighter for a moment. “He’s a really cute colt! And his big brother’s a Wonderbolt!” she all but squeed.

“Dunno. He’s okay, but I kinda had my eye on Button Mash, myself,” Cyber Belle mused as she reached out her tendrils to brush the lips of Cheerilee’s marehood and gently pry them open with their tips, exposing her depths to their hungry eyes.

“Huh? Why? He’s a total geek!” Diamond Tiara asked.

“Well, look at me—at this point, so am I!” Cyber Belle motioned down to her technofied body while she remotely monitored her teacher’s vitals, determining from her heart rate, body temperature and electrical impulses to her muscles what she liked best and doing more of it, her tendrils now probing her teacher openly and progressively more deeply, but carefully keeping her from orgasm while they discussed rutting arrangements and who should convert her. “But did you enjoy it?”

“Sure did!” Silver Spoon’s horn ignited involuntarily, her new Kirin mating aura arousing Cheerilee and all her friends further. “Didn’t stop with a kiss, either! After the first peck, they just made up the rules as they went until they’d both mounted me!” she finished with a coy and wistful grin in an admission she’d never have made before. “Yeah, they were a bit clumsy about it—I mean, it was their first time and all—but it was fun all the same!” Her organ twitched in Cheerilee’s hoof as her equally engorged marehood winked behind her.

“So they rutted you?” Diamond Tiara’s mane and tail tassel erupted in purple flame. “Okay, that’s it! We’re going after those two next!”

“Now, now, Diamond Tiara. Don’t be mad at your friend for having a new experience. Especially when you have a chance to give one of your own right here!” A badly flushed Cheerilee pointed out in her patient teacher’s tone, one that belied her almost-unbearable excitement or the fact that she had multiple erect hybrid stallion organs staring her in the face.

Diamond Tiara instantly relented, extinguishing her flames. “You’re right. I’m sorry, Ms. Cheerilee.” She bowed her head in contrition, leaving the original CMC members and even Silver Spoon reflecting with great satisfaction just how far their friend and one-time enemy had come—there was a time she would never have apologized for anything she did in the past!

“Quite all right, dear. Now if you please, my darling pupils—I really need you to rut my brains out, or I fear I’m about to go mad.” Her voice was calm but her body trembled, her marehood grasping at both the mechanical and organic tendrils that filled her.

The five members of the expanded CMC looked at each other, then back to her. “Well, we can’t keep her any longer, gang! Guess there’s only one thing to do, then!” Fireflight decided as she hovered on her Phoenix wings over the head of her teacher’s bed, positioning herself to take her muzzle from above.

“Yep! It’s the only fair thing,” Timberbloom agreed, withdrawing her vines only to probe lower, closer to her teacher’s tail, leaving her marehood to Cyber Belle.

“Guess we’ll just all have to take her together! Cutie Mark Crusaders, instructor inseminators, YAY!” they chorused as one with an exchange of high-hooves above her, then proceeded to show their longtime teacher just how much affection they truly had for her, rutting her in every way they could.

While the storm raged outside, the two prospective regents sat themselves down at the Friendship Map table, joined by their underlings. To emphasize their respective factions, Nightmarity transformed her side of the room to a scene out of a Steedgyptian palace while the former Twilight kept her side Coltic, the two sets of decor clashing heavily, though only Nightmarity seemed excessively bothered by it.

“I don’t know what disgusts me more, darling—your poor design taste or your inexplicable inability to recognize your better,” The Nightmare said from her side of the table.

“My better has already seen her first plan fail, and has nothing more than a pathetic prince and a crippled Chaos God under her control,” Eclipse noted with some scorn and a nod over to Discord, who was being shielded by Flutterbat from the ongoing interest of the Pie sisters. The former’s paralyzed status did not mean he was incapable of being aroused, and his twin dragon and stallion organs continued to be prominent, drawing the ongoing attention of Maud, Limestone and Marble.

“Believe what you wish, darling,” Nightmarity made herself comfortable in Rarity’s Friendship Map seat across from Eclipse, who was also joined by Pinkamena in her own chair. “I am more than ready to discuss the terms of your surrender, but before we begin, there is a minor matter to attend to.”

“Oh?” Eclipse asked with an arched eyeridge.

“Why yes, darling. For it would seem we have a spy outside, and an infiltrator inside.”

Eclipse frowned. “A spy and an infiltrator? What do you—”

Before she could finish, Nightmarity zapped one of Shadowdash’s newest soldiers, causing her transformation to dissolve and reveal… a black-and-green pony-like figure with emerald eyes and insectile wings over a glimmering carapace.

“A Changeling!” Shadowdash and the rest of her thestral soldiers recognized, instantly tackling the revealed creature and, immune to his magic, brought him before their queen, throwing him on the map table before her.

“Well, well…” Eclipse noted as the Changeling stared at her altered form, wide-eyed and visibly sweating as he was held in her magical grasp. “An excellent disguise if I didn’t detect you. It would seem Chrysalis is still keeping tabs on us, then. Now the question becomes, what shall we do with you…?” she asked idly. “I would love to send you as both a message and curse carrier to Chrysalis.”

“Then let us convert it, my queen!” Shadowdash begged to eager nods from the others, their organs growing instantly erect. “It would seem a suitable punishment given how much they enjoy seducing us!”

“A tempting proposition,” Eclipse agreed, licking her lips, her own erection in evidence. “I would greatly enjoy seeing what this wondrous magic would do to a Changeling. It would certainly be nice to have his hive serve us for a change. He could be our agent to spread the curse to Chrysalis’ hive, and through him, we could bend them all to our will!”

“An interesting idea. But I think not,” Nightmarity replied, and then magically teleported the changeling to her side. She next turned her head to zap a mirror, opening a fresh portal to an unknown destination.

“You’re letting him go?” Eclipse said in disbelief. “When you could use him to corrupt and convert his hive?”

“There is no need. Because his hive already serves me, darling,” she replied, and then held the captured Changeling up before her, who was staring at her in fear. Despite that, his unaltered organ quickly became erect from the sheer amount of potent mating magic in the room, his desire for love making him even more susceptible to it than most.

“I see you wish to service me, my revealed friend. Please me, and I will grant that wish in due course. For now, return to your home and tell Queen Chrysalis that her hive’s former patron has returned, and our original deal remains in effect,” The Nightmare said almost pleasantly, but then her eyes narrowed. “Tell her that she will obey me as her great-great-great grandmother once promised all of her line would, or watch as I turn her own hive against her and cast her out of it—if she is lucky.”

“Y-yes, m-mistress!” The Changeling barely croaked before he was bodily tossed into the portal, through which the structure of his desert hive was visible for just a moment before it closed behind him.

“I thought you had some sense after such a long life, Nightmare. But I suppose not. You truly are a foal if you believe Chrysalis can be trusted!” Eclipse sneered.

But Nightmarity waved off her concerns. “I know she can’t. But that just means she’s useful in other ways,” the possessed mare answered evenly. “For now, that takes care of one potential issue. But another remains. There is a presence outside. An exotic magic whose owner I know well. She has fought me in the dreamscape and thwarted my attempts to take new hosts before. But now that I have one, she is very vulnerable to me.”

She then closed her eyes and smiled before baring her sharp teeth in a menacing and very unpleasant predatory grin. “You have made a grave mistake coming here, Spellsinger. I suggest you flee while you can.”

“Spellsinger? You mean Delta Requiem,” Eclipse’s eyes narrowed and for a moment there was some genuine concern in her eyes. “She must have followed Celestia. Her powers are unique and her presence could be… problematic. I intended to deal with her in due course, but this is too soon. Forewarned, she could be difficult to capture or convert.”

Perhaps for you, darling,” Nightmarity chuckled, accepting a mug of fresh fruit wine from Blueblood, who was now dressed as a Steedgyptian servant. “‘Twould seem she has already detected me and fled—a wise choice. Be assured she will not interfere as long as I am here, and I can deal with her at my leisure. Now to business, then…”

Sunset had been prepared for anything as she reached the other side of the portal.

The passage had been unpleasant, as it always was across the inter-dimensional divide, leaving her feeling stretched out into taffy before being roughly ejected on the other end. But doing it often enough over the last few months had taught her to deal better with its effects, and even spat out as she was, she was able to keep her equine hooves as her surroundings resolved from a swirling cacophony of light into the darkened interior of a large room filled with massage tables, towel racks and shelves of various oils, lit only by the light of magically colored candles and a few Jack-and-Jenny-o-Lanterns.

She’d seen in Trixie’s memories that she’d teleported the portal to the local spa, if not the reason, and had been ready to face down an army only to find a series of a dozen serpentine forms with pony heads, a pink-and-blue pair of them making out as they hovered in the air in front of her.

She had a moment of panic when she realized they were somehow sirens, but lacking much power yet and not expecting anypony to emerge from the other side of the portal, they were surprised and put down quickly by a pair of stun spells.

Stupefy! she thought but restrained the urge to shout, having enjoyed the movie franchise it came from not so much for the plot as what she found to be a comically bad depiction of magic.

Within moments, both were down as she got her first look at cursed ponies, though she quickly gained the attention of the remainder, who began to sing. Their powerful magic and the spoor of irresistible arousal in the air pulled at her very will, trying to tug on her desires, urging her to join them…

To become one of them!

But she had not withstood the best efforts of Midnight both at the Friendship Games and Camp Everfree to so easily give in, particularly to a group who was neither as powerful or desirable as her friend’s alter ego. There were more of them than she could take quickly, however, so she simply dazzled them with a strobelight effect from her horn, forcing them to look away and cease their songs, then teleported the portal to a secret location she knew at the edge of the Everfree, sending herself after it.

Smiling at her successful ingress and escape—sloppy, Princess! she mentally admonished her friend for leaving the portal so poorly protected from Earth-side passages—she then waited for Twilight to emerge, which she did a few seconds later…

And promptly threw up at her heels, both from the disorienting travel method and the fact she found herself in a pony body.

“Yeah, sorry about that, Twilight.” Sunset rubbed the other mare’s back, using her newly restored aura to help her to her hooves. Huh? She doesn’t have wings? She’s NOT an alicorn here? she realized in some momentary surprise. “First time through is never fun. Just take it easy for a minute. Take deep breaths while you get used to your new body,” she instructed, noting the sheen of sweat over her friend’s equine features, as well as, surprisingly, her blue business suit costume, which was modified to fit her pony form but otherwise intact.

“New body…?” Twilight blinked behind her glasses, which had also survived the passage intact if modified for her new facial features. She focused with some difficulty on Sunset, her eyes going wide as she set her gaze for the first time on her friend’s pony form. Shortly thereafter she looked down at herself and gasped, then sat back heavily.

“I don’t think I’m in Kansas anymore…” was all she could think to say as she waved a hoof in front of her eyes at the realization she had no fingers.

“Steady, Dorothy…” Sunset said soothingly, though not without a note of amusement. “I know it’s weird being in a new body, but I promise you’ll get used to it. Now try to walk,” she instructed, stepping in front of her human friend for demonstration, not catching Twilight’s fierce blush at the view of her exposed backside beneath her costume skirt.

“Uh…” Despite her discomfort—and what she sensed was Midnight’s appreciative leer from deep within her—Twilight tried to obey, taking a few halting paces, having to resort to her magic to right herself more than once.

“I’m not used to being anything but bipedal, you know,” she said less because it was true than to distract herself from Sunset’s surprisingly attractive flanks, memories of their time together as demigoddesses suddenly flashing through her mind… though thankfully, Midnight remained strangely quiescent. Her silence made Twilight wonder and worry what she was up to, her hoof going to her pendant to make sure it was still there.

“Now you know what it was like for me and Starlight when we tried to walk upright for the first time,” Sunset noted mildly. “Look, I’d love to give you more chance to adapt, but we can’t spend much time here—we have a mission. How’s your magic?” she asked next.

“Um…” Twilight experimentally tried to control her selfie drone, which activated obediently out of its backpack pouch. To her relief, she found it worked as it had before, her new horn lighting up automatically as it channeled her magic directly instead of sending it down into her eyes or now-absent hands. “Okay, but this is really weird, Sunset.”

“Welcome to Equestria, Twilight. Hopefully we can sight-see a bit more later, once we’ve saved it,” she offered, wondering with a sudden grin what Celestia’s reaction would be to meeting this version of Twilight. “The portal’s hidden, so our friends back home should be safe. We need to figure out what to do next.”

“Find my counterpart and the source of this corruptive magic,” Twilight instantly said. “Then slap my pendants on them to drain them.” She produced a series of them from her bag.

“I’m not sure that will be—” It was then Sunset detected a new burst of magic she’d previously been attuned to, having developed the awareness to do so because the pony in question had been her biggest bane when she was Celestia’s student, constantly catching her when she was trying to access places and knowledge she wasn’t supposed to.

“Huh? What was that?” Twilight blinked, having felt the odd spellcasting herself.

“An old friend…” Sunset said with a grin, then sent up a signal flare that burst overhead in a unique magical signature, detectable only to that one pony, whom she’d also had to summon more than once to get her out of predicaments her foalhood inexperience and overconfidence had trapped her in. She shortly appeared with a light melody and a shimmer of air as she seemed to materialize directly out of it, gliding to a stop before them.

“Sunset Shimmer…” Delta Requiem recognized in some relief and wariness, her eyes flickering to a surprised Twilight behind her. “You picked a very odd night to return to Equestria, let alone bring a human with you!”

“To business, then…” The Nightmare smirked at Eclipse, only to be interrupted again by a sudden magical surge everypony in the room detected, recognizing instantly a portal transit followed by a new and magically potent presence. “And now what?” she asked in annoyance, not knowing the aura’s owner but sensing she was a powerful unicorn mare if she’d been able to overcome her siren servants so easily.

Eclipse instantly recognized the magical signature of the latest arrival. She smiled happily, baring her teeth as she realized her plans to cross the portal and convert the human Element Bearers were about to come to fruition far sooner than she dared hope.

“And now a new challenger appears…” She rubbed her hooves together gleefully. “I know not how you crossed the depowered portal, my dear Sunset, but it was a very foalish move. For you have just delivered yourself to me on a platter!” she announced, sensing the casting of several minor spells followed by a teleport out.

She frowned, then smiled as she realized what it meant. “Well. Unless I miss my guess, she just teleported the portal away to deny us its use,” Eclipse announced. “Apparently, your so-called servants failed to guard it properly. How careless of you.” She echoed The Nightmare’s own words. “And that means you just lost your primary bargaining chip, demon.” She bared her pointed teeth.

“Perhaps. But it matters not,” A visibly annoyed Nightmare decided, matching her adversary’s smile with her own. “Your delusions of grandeur grow tiresome, Twilight Sparkle. In case you have forgotten, I still have three of your friends under my thrall. So if you wish to keep them safe, I strongly suggest you surrender. You clearly know not to whom you speak, or you would take my threats far more seriously.”

Eclipse smirked. “Sorry to disappoint you, but I know exactly to whom I speak.”

“Oh, really?” Nightmarity sneered. “You know nothing of me or where I came from, save that I once possessed Princess Luna. And without that knowledge, you have no hope of countering me or anticipating my actions.”

“No?” Eclipse’s grin got wider. “I did my homework, demon, after your last takeover of Rarity. I studied ancient Steedgyptian scrolls to trace your backstory, and in the course of my research, I learned some very interesting facts about you,” she began, visibly savoring the moment.

“Such as…?” Nightmarity challenged with a raised eyeridge.

“Your real name is Alya. Born to the Queen of a Steedgyptian Pharoat, who your sire, the moon god Khonsu, seduced in the guise of a ram. But afraid of having her affair exposed to the jealous Pharoat, she abandoned you at birth lest she be banished, forcing you to grow up an orphan in poverty and servitude as a simple unicorn,” she recited, Nightmarity’s expression dropping with every word she spoke.

“Sensing you were no mere mortal, you attempted to curry favor with your gods and eventually had your true parentage revealed by an oracle, at which point you presented yourself at various temples, only to be told you were unworthy of ascension. That you could not realize your place among the Steedgyptian demigods without earning it.” She smirked as Nightmarity’s frown deepened.

“Repeatedly shunned by demigod and mortal alike, you enacted a blood ritual to turn yourself into pure spirit in the false belief it would make you a deity like your daddy. Finally able to pass into his realm, at the cost of letting your mortal body die, you presented yourself to him, but he found you completely unworthy for having no accomplishment to your name—nothing at all worthy of godhood.

“Taking pity on you as you could not survive without a host body, and already having discarded your mortal form, he cast you into the realm of dreams to find one, leaving you to feast on the base fears of mortals. He further ordered you to prove yourself by taking the entire world for him first, destroying the society that his hated rival, Ra of the Sun, had created,” she went on, and for the first time, The Nightmare was looking angry as Pinkamena’s smile was growing.

“But you failed, over and over again. And now, nearly three millennia later, you remain as you always were—trying and failing to conquer not just Steedgypt but all Equestria…” Eclipse leaned in close as she prepared her final blow. “And your only success so far is a failed war against another sun avatar in which you got a different Moon demigoddess banished... and yourself trapped with her. In other words, you’ve had three thousand years to prove yourself but nothing to show for it. Daddy must be so proud,” Eclipse mocked as Nightmarity seethed.

“Well, what do you know, Nighty…” an immensely entertained Pinkamena spoke up from her seat at the table, twirling a blade by its point on the end of her hoof again. “And here I thought you were actually someone to be taken seriously. But now I learn that after all your possessions, and for all your pretensions of godhood and power… you’re nothing more than a jilted filly starved for attention from mommy and daddy. Truly a tale of woe!” She raised a hoof to her forehead and changed her tone of voice to be in direct imitation of Rarity’s when she was being overdramatic.

“You know, it’d be funny if it weren’t so pathetic,” she piled on further, lounging on her seat at the map with her hind hooves on the table, then broke out in a huge and very unpleasant grin. “But what the hell, I’ll laugh anyway!” She then proceeded to do so, clutching her sides, her cackling guffaws sounding more like they came from a hyena than the former Pinkie Pie.

The room shook from a release of rage-driven magic as a series of sewing implements from Rarity’s boutique materialized around the Nightmare, only to be quickly transformed into a set of blades she began whirling about herself as an alarmed Blueblood had just enough cognizance left to step back. When The Nightmare had raised her eyes again, they were glowing with raw fury.

“I take it all back, Twilight Sparkle and Pinkamena Diane Pie. You will not be my servants. Be assured you will die slowly and painfully for your slander.”

“You can try, demon,” Eclipse never lost her smirk, her hooves still pursed before her. “A magical duel with you would be fun, though it wouldn’t last any longer than Starlight’s,” she said with a nod at the center of the table where her former student was displayed bound and powerless, forced to listen to the negotiations with herself only casually discussed as if she was but a meaningless chess piece already taken off the board.

“But even if you had the power to defeat me, I’m pretty sure Rarity herself would object very strongly if you did and overthrow you from within. And as amusing as this interlude has been, Nightmare—an excellent distraction while my army gathers—I feel it is time to end this little charade, and your possession of my friend.”

The Nightmare looked up sharply. “To borrow your Lieutenant’s phrase, you and what army, my dear Twilight?” she asked, baring her teeth and pointing her new blades directly at Eclipse.

“The one you have neglected to notice, Nightmare,” an unconcerned Eclipse likewise threw her adversary’s line back in her face. “The one my own allies have been gathering for me right under your nose.”

“What servants?” Nightmarity sneered. “You have nothing under your control except a few pathetic bat-ponies, a single Timberwolf-cursed crone, and the dubious help of the Pie sisters—all of whom are here, not out there converting more ponies! You turned your own mentor to stone, and by your own admission, you cannot release the Chaos God without all the element bearers! And even if you did, methinks Discord would be far less likely to aid your plans than end them!” she recited, baring her teeth as she rose to her hooves and the door opened behind her to admit nearly a hundred converted ponies, mostly Timberwolves but also a few serpentine sirens in the mix.

“Here is the start of my army, Twilight Sparkle! But what of yours? You are outnumbered and outgunned, darling. And alicorn or no, I do indeed have the power to end you,” she promised. “Step down and surrender now, Twilight Sparkle, or face my full wrath!”

Eclipse didn’t flinch or lose her smirk. “And just like in the Celestial War, you are completely incapable of thinking more than a few moves ahead, and thus you make mistake after mistake. So allow me to demonstrate how friendship serves my cause, and how to properly use the fine art of delegation…”

On the other side of the portal, the grounds outside of Canterlot High were full of activity, with the remaining students and staff of both schools hurriedly setting up instruments and equipment.

Within minutes, all the various school bands had retrieved their instruments from their lockers and were setting up in the courtyard facing the portal. Vinyl Scratch parked her car in their midst and began passing out power cables, helped by a weak but recovering Lemon Zest as they discussed possible musical selections between them, the latter taking her task seriously for once—whatever her other faults, music was her life as much as sex, and she got along well with Vinyl for it.

Through it all, the equine Trixie watched, feeling useless even as she was assured she’d already done plenty. To her relief, she was being treated with respect; Sunset had used her powers to share Trixie’s memories with her human friends before she departed, leaving them in appreciation for what she’d been through—and admiration of what she’d accomplished.

An appreciation that even extended to her human counterpart. “So… you’re me?” the Huntress-costumed Trixie asked warily over her guitar, struggling to maintain her composure in the face of her equine doppelganger, staring at her balefully from twelve feet away. “My pony version?”

The pony Trixie answered just as warily, uncertain what her counterpart wanted or how to deal with her. “Trixie supposes so. Though Trixie has no idea who or what you are! So if that’s a Nightmare Night costume, just who are you supposed to be?”

“Who am I?” The human Trixie was aghast, staggering back at the thought that any version of herself could be unaware. “Only Weiss Schnee, heir to the Schnee Dust Company of Atlas, and the greatest Huntress in all of Remnant!” she proclaimed, holding her sword high.

“Um, technically, she’s not the heiress any more…” Fluttershy pointed out tentatively as she directed various animals to help position their equipment, including a bevy of birds and bats and even a bear from the woods.

“You be quiet! She was when she still wore this outfit!”

“You mean back when she was a first-class bitch?” Rainbow smirked as she darted back and forth to rapidly hook up cables.

“With big sister envy issues?” Spike recalled as he and his robot companion helped drag along an amplifier.

“Not to mention was jealous of Ruby?” Rarity noted with a smirk as she warmed up on her keyboard guitar, making sure her costume wouldn’t interfere with her playing it.

“And couldn’t summon to save her life?” Applejack piled on while using her strength to place a portable generator, causing the human Trixie to fume.

“And don’t forget getting constantly hit on by Juane!” Pinkie noted jovially from setting up her drum set.

“Hmph! She solved all that by the end of the third season! You’re all just jealous that not only Trixie herself, but Trixie’s character is the Greatest and Powerfulest of all!” She released some minor fireworks as she spoke.

“Um, Powerfulest isn’t a word…” Fluttershy noted, though there was a barest of teasing notes in her voice.

“And Ah reckon yer ‘character’ has always left something to be desired, Trixie!” Applejack added with a smirk and fist bump with Rainbow, to snickers from other nearby students.

“You know what I mean! And it will simply not do for any version of me to not know this series or who my costume is based on! So I insist that we show her who Trixie is here and now!”

The others exchanged glances and rolled their eyes. “Trixie, this really ain’t the—” Applejack began, only to be cut off by Pinkie Pie.

“Oh! Well, in that case…” Pinkie gave Trixie her tablet, and immediately showed her a new video:

RWBY White Trailer [By Rooster Teeth]

By the time it ended. Trixie was enrapt. “So this ‘Weiss’ has ice powers and is a mighty warrior, capable of taking out opponents many times her own size?” she realized. “Trixie wants to see more!”

“See? I told you she’d like it!” her human twin said smugly. “She could hardly not if she truly is me!”

“You got it!” an equally eager Pinkie Pie promised, immediately pulling up a fresh playlist and showing her new friend how to play through each in turn. “Though she is just one of four…”

To the surprise of instructor and students alike, Cheerilee’s conquest and conversion took a full five minutes to complete—lasting that long was no small feat given how keyed up they all were—as they took very great pains to make sure she was well and truly satisfied before letting her climax and transform.

They weren’t actually sure whose attributes would be imparted until, instead of a flash of fire or the sudden sprouting of leaves that would mark her conversion to a Timberwolf or Kirin, fine lines of electrical circuitry suddenly erupted outward from her filled and sated marehood, rapidly overspreading her body. Recognizing the effect and inwardly gratified by her teacher’s cybernetic conversion, Cyber Belle encouraged it as best she could, imparting more and more energy and information to her teacher over their deepening interface. Before long, her transformation was complete and she now knew everything Cyber Belle did.

“How do you feel, Ms. C?” the latter asked as she withdrew the link and her tendrils, admiring her newly enhanced body and feeling great pride in the fact that her now-former teacher had somehow chosen her form.

“How do I feel?” the altered Cheerilee asked in a synthetic undertone that matched Cyber Belle’s. “All I can say is… A’s for everypony!” she announced as she exchanged kisses with all of them in turn using her nanite-lengthened tongue and delighting in her new knowledge base and capabilities, the former fed her by Cyber Belle and the latter as she took a quick inventory of her applications and performed her first systems check, marveling at her new features and how fast she could think and move. “Oh, such wonderful students make a teacher proud!”

“Well, we’ve learned from the best!” Timberbloom pointed out as she continued to knot her teacher’s tail, facing away from her.

“You five are always so good to me!” Cheerilee agreed as she sat up fractionally and scanned the immediate area with a gridlike beam. “Such incredible knowledge and power! I can use it to be an even better teacher now! And I want to teach everypony I can!” she proclaimed happily as, aided by a flood of nanites remaking her as she saw fit, her new stallion-like organ rapidly surged to erection beneath her belly. “Oh, my. I would like to try out my new abilities, though. I haven’t had a night on the town in so long…” she said wistfully.

“Aw. So why don’t’cha come with us?” Timberbloom suggested as she finally let her go. “Ah mean, we’re all adults now, so why shouldn’t we enjoy things together?” she asked, to eager nods from the others.

Cheerilee considered that, several lines of text flashing over her eyes, and then smiled. “You know, you’re right…” she decided. “I hereby declare all of you graduated from my school with flying colors! But before we leave…” Her eyes glowed as her mane rearranged itself into the slightly frizzy style she’d worn in her youth. “There we go. I feel so young now!” She admired herself in her bedroom mirror, striking various poses.

“You know, that manestyle’s kinda passé, Ms. Cheerilee,” Silver Spoon noted with a grin, her leonine tail intertwined with Diamond Tiara’s

“Oh, hush! Just give me this, okay?” Cheerilee never lost her smile. “The best memories of my teens were made with my mane this way!”

“Well, I like it. Looks suitably electric,” Cyber Belle announced with the same grin, styling her own mane in an identical fashion, to the laughter of all. “So let’s make some new memories for you, then! I think we were gonna hit Rumble and Button Mash next?”

“I am so there!” Diamond Tiara proclaimed with an evil and very toothy grin. “How about it, teach? Might as well convert the whole classroom!” she suggested, and then they chanted again, even joined by Cheerilee.

“Cutie Mark Crusaders, Classroom Colt Converters, YAY!”

“Sunset Shimmer…” Delta Requiem recognized, her eyes flickering to Twilight behind her, instantly realizing from her glasses, different manestyle and lack of wings that this had to be the human version of her. “You picked a very odd night to return to Equestria, let alone bring a human with you!”

“Hey, Delta,” Sunset answered easily. “Good to see you again, though I apologize for the circumstances. We know what’s going on, because a pony escaped through the portal and warned us. We’re here now because the Friendship Map summoned us.”

“It summoned you?” Delta blinked. “All the way from the human realm? But how?”

“Not important. But we’re here, and it looks like we’ve got a serious problem.” Sunset looked around grimly while Twilight suddenly wondered if she was going to incur some massive roaming charges for the Map’s call to their smartphones.

“More serious than you could know…” Delta squeezed her eyes tightly shut. “The Nightmare has returned. And Princess Celestia has been corrupted.”

Sunset’s smile instantly dropped as even Twilight blinked. “That’s not good,” the former said.

“No, it isn’t. Celestia came here for reasons unknown and went to Princess Twilight’s castle, but then she disappeared. I’m the only one who can even temporarily restrain her, but thanks to both the curse and The Nightmare’s possession of an Element Bearer it would seem the Elements of Harmony themselves are now corrupted and unusable.

“And lacking them, I don’t know what I can do now except to try to quarantine the town—which may be pointless if this curse has already reached Canterlot to infect the Princess.” She rubbed her eyes. “And if our Twilight and the Princess herself have already fallen to it, not even my power will be enough to contain this for very long.”

“But we do have the Elements,” Sunset corrected with a glance at Twilight, her grin returning. “We have the human Element Bearers, and a possible plan to use them.”

“To use them here?” Delta was dubious as she sensed some nearby presences and instantly extended her stealth spell over Twilight and Sunset with another whispered measure of music:

“Mask my friends, old and new, and protect them from this sensual zoo!”

“Yes.” Sunset smiled as she waited for Delta’s efforts to finish while Twilight blinked, sensing the exotic spellcasting but unsure what it was. “Delta—as I’m sure you’ve guessed, this is the human version of Twilight Sparkle. She’s a little younger but just as smart, and her element grants her the full use of unicorn magic, even on the other side of the portal.”

“It does?” Delta looked shocked, appraising the human Twilight carefully, who shifted uncomfortably under her gaze. “I don’t even know how that’s possible!”

“Long story,” Twilight recalled, suppressing a sudden blush at memories of Camp Everfree and the various ways in which Midnight had tried to emerge then, including most notably undressing and arousing Sunset as they slept; she’d woken up naked with her on more than one occasion. “Yes. I don’t know you, Ms., uh, Requiem, but I may have the means to stop not just Twilight, but any magically powerful being.”

“It’s Lady Requiem. And I’d say welcome to Equestria, but I’m not sure I can trust you, Twilight Sparkle. I sense a dark power within you.” She sang softly under her breath again, causing Twilight to shiver as she felt the direct touch of a very exotic magic. “Unless I miss my guess, you seem to be sharing minds and bodies with another being whose designs are far from benign. And given that, working with you seems… unwise.”

Putting aside the new magic’s nature for later analysis, Twilight grimaced. “You’re very perceptive, Lady Requiem. That’s Midnight Sparkle, my, well... evil alter ego. But she’s under control so long as I wear this—” Twilight showed off her pendant, which was still around her neck beneath her business suit—wait, didn’t Sunset say the portal would take care of all this? she remembered, noticing that Sunset was likewise still wearing most of her costume attire as well, if now fitted for her pony form. “Even if she takes me over, it sharply limits her power and if she tries to overcome it, it drains her completely. So I think this tech might be the key to stopping this world’s Twilight as well.”

“You might remember Midnight, Delta—you saw her briefly. She’s the one that caused all that chaos that spilled over into the pony world last time?” Sunset recalled, her smile turning wistful for a moment. You know, that whole episode might also have been the one time that Midnight and Twilight were truly one being… is that what made our time together so special?

“Chaos was one word for it.” Delta looked anything but reassured by that as she remembered the scenes of interworld debauchery before her, still amazed that it had been resolved so cleanly afterwards. “The problem is, the same thing’s happening here now! I don’t suppose you can solve it the same as you did before, Sunset Shimmer?”

Sunset shared a look with Twilight, who shook her head sharply, sharing the same worry her friend did. “Probably not. It took both of us to fix everything, and the circumstances under which that became possible were… unique. Both Twilight and I absorbed magic from all the human Element Bearers to ascend, and they were, well, both uncorrupted and supercharged with magic at the time. That’s how Midnight was created, and if we release her into Equestria…”

“I see…” Delta grimaced as a series of dark draconic shapes flew overhead, her stealth spell providing them a measure of protection from their prying heat-seeking eyes. “It’s getting worse—I’m pretty sure most of Ponyville has fallen under the curse’s thrall by now. I have the means to contain Celestia for a few hours and some ability to purge dark magic from individual ponies or even small groups, but I have nowhere near enough power to cleanse the entire town!

“And from what I gather… this curse isn’t entirely dark magic, meaning that even if that part of it is removed, the other parts remain. I can’t cure what Harmony doesn’t consider broken,” she said in some frustration as she rubbed her hoof behind her head.

“And could your ‘means’ be used to contain other ponies?” Twilight spoke up, her mind turning as she rummaged through her backpack with her magic, pulling out several additional amulets along with some test equipment. “I have more of these pendants and the means to analyze what magic they capture. I meant to use it on this ‘Eclipse’, but maybe that thinking is too limited—they give me the means to drain any magic-bearing individual or artifact of its power. Could they be used to drain this ‘curse’ as well?” she wondered aloud, taking an oddly human pose as she sat back with her left foreleg crossed over her chest and her right hoof at her chin. “If I could just get a sample of the curse magic and then key the pendants to it…”

“Then they could be used to cure individual ponies!” Sunset blinked, wondering why she hadn’t thought of that herself. “We could then use it on Twilight and the pony element Bearers, who could then turn around and cleanse the curse themselves! But we need to test that theory first. So maybe we need a guinea pig…”

“A what?” Delta asked, unsure what to make of the odd technology the human Twilight was displaying. Her voice and appearance were similar to the one she knew, but this one seemed far more buttoned up and reserved.

“Human euphemism,” Sunset chuckled, remembering her reaction the first time she heard it. “It just means a test subject. And it doesn’t seem like we have any lack of them…” she noted as she heard a distant shriek of pleasure. “Think you can capture one of the curse’s victims without alerting anypony, Delta?”

Lady Requiem grinned. “If I can’t, then I could hardly be worthy of being Celestia’s court bard!” she promised, stretching her wings to take flight.

Cheerilee and her former students had barely departed when they were spotted and several new and rather unlikely figures swooped down to encircle them. They were ponies but they were also somehow draconic, sporting chest and belly scales as well as membrane wings paired with a long reptilian tail Cyber Belle instantly calculated as giving them greater stability and maneuverability in the air.

Despite that, their sudden appearance caused all present to immediately take a defensive posture, Cyber Belle materializing some kind of launcher out of her back while Timberbloom growled low, ready to make the ground erupt beneath their hooves while Kirin manes and tails ignited in warning.

“Huh? Who are you?” Fireflight asked for all of them, likewise making her eyes and wingtips burn brighter in very real threat, having already learned her wingfire could cut through anything with ease.

But far from threatening them, their leader approached and then bowed very low before them.

“Me? I am but a humble servant and soldier, blessed and transformed by the sensual power of our mighty King!” a half-dragon pony recognizable as Noteworthy only by his cutie mark replied with a bow and a sudden puff of bluish flame, splaying his dragon wings before them.

“Huh? King?” Timberbloom and the rest of the group exchanged confused glances.

“Yes!” he confirmed eagerly, then materialized a scroll in a second puff of bluish smoke, on which was written an invitation in what the original CMC recognized as Spike’s most ornate hoofwriting. “You have been blessed, my young friends. For our illustrious new ruler, Dragon Lord Spike, offers you all his love and affection! And for it, he misses you greatly and now respectfully requests you join him at Sugar Cube Corner…”

Author's Note

“Looks like our heroes have a plan! With a gambit formulated from Sci-Twi's scientific prowess, our heroic trio take action! But is it a case of too little, too late? With the curse spreading ever faster, time cannot be more of the essence! Join our heroes as they take the first steps to save Equestria on the next exciting episode of Pony Ball Z!”

Sorry, couldn’t resist. Just read it in Kyle Hebert’s voice, who was DBZ narrator as well as Gohan’s VA back in the day. This was one of the closing comments on the google doc by Denim_Blue, who had that as a running theme of his feedback through the chapter. Thanks go to him as well as to AJ_Aficionado and Silentwoodfire for prereads, and Leo Archon for contributing a chunk of the opening section with Delta. Happy Halloween, folks! And Happy Birthday to this story, which is now marking two years since its creation!