The human Twilight Sparkle reached the correct conclusion quickly with regards to who could defeat her corrupted counterpart. And she was not at all happy about it.

“... Which means that the only one Eclipse isn’t aware of yet… is me.” she realized as she visibly swallowed, uncertain if she more feared confronting Midnight or her equine equivalent. “And that in turn means… that I’m the only one who could potentially surprise her and get close enough to siphon her. If we can take her out, we can probably hold off the others long enough to get the portal feed and cleansing spell set up.”

Sunset and Delta glanced at each other as Twilight finished explaining her plan. “Very well. So how do we do that?” the former asked.

“We’ll need to give some sort of signal to the other side—maybe when the portal turns back on, they create their counterspell song and aim it into the portal. But they’ll still need to know to look for it.”

“So now we’re back to the question of how to get word back to them without alerting Eclipse,” Sunset grimaced.

“You said you took your phone to Equestria with you last time?” Twilight recalled. “You also said that it came back with a new contact afterwards, so it was magically altered. Might be a long shot, but… I don’t suppose that those alterations mean it can now call home right through the portal?”

“Well… I doubt it, but…” Sunset levitated it out of her backpack. She used her magic to turn it on and attempted to make a call, only to shake her head. “No access point. No surprise there.”

“Could you establish an access point, Lady Requiem?” Twilight turned to Delta next. “I admit I don’t fully understand your magic yet, but… can you help it communicate with the human world?”

“I can try…” Lady Requiem took a shuddering breath, gathering what little power she had left. She cleared her throat once, then twice, taking another sip of water before she closed her eyes and began singing softly.

“World of Earth, hear my hymn, let us contact all her kin…”

Sunset’s phone connected.

Spike was quickly assembling his new family to take flight for the Friendship Castle when Cyber Belle perked up.

“Cellphone activation detected,” she announced, deploying a small radar dish from her back, which started rotating around, finally locking on a particular bearing. “By signal strength, range estimated at 2.8km, bearing 335 degrees, northwest,” she detailed as Cherilee duplicated her progenitor’s actions and quickly reached the same conclusion.

“Cellphone?” Spike blinked, recognizing the name of the device from his visits to the human world. “Who’d be using one here? And who’d they be calling?”

“Caller identified from Twilight Sparkle’s contact list as Sunset Shimmer. Voice call transmitting to cross-portal contact point via unknown means,” Cyber Belle recited, then blinked. “Call completed and recorded. Decryption commencing but will not be complete for some time.”

“I have some CPU cycles available, dear. Let me share the task!” Cherilee suggested, to which Cyber Belle nodded and immediately opened a network connection to her, causing a rapid stream of data to flash across their eyes.

“Feed complete. With our combined processing power, time to decrypt estimated at twenty six-point-three minutes,” Cyber Belle announced to nopony in particular. “I’ll keep it running in the background while we head over.”

“Wow. I almost understood all that,” Spike mused even as the rest of his harem had blank looks. “Okay, let’s go, everypony! The Nightmare’s back and Twilight needs our help to defeat her!”

“As our Lord commands!” the dragon ponies chorused as one, and then took flight on their large membrane wings into the night towards the silhouette of the friendship castle in the distance, Cyber Belle teleporting Timberbloom while Cherilee took Diamond Tiara and Silver Spoon.

Eclipse and Nightmarity stared at each other from barely five paces apart as the former continued to goad the latter, offering the equivalent of an ancient unicorn death duel. All the while the air grew heavier from the latent magic being released by the two powerful ponies, giving the spectators the same feeling they had before an approaching storm.

“I am more than a match for you now, Demon! But, perhaps I misspeak,” Eclipse suggested easily as the visibly fuming Nightmare stepped forward to challenge her directly, her horn already aglow. “So take your best shot, Nightmare, and we’ll see who the true magical master is!”

“Be careful what you wish for, Twilight Sparkle…” The Nightmare warned as arcane energies swirled around her, baring her teeth with her growl. “For my ‘best shot’ would reduce this town and much of the surrounding area to ashes!”

“As would mine,” Eclipsed lowered her head to present her horn. “But even if I allowed you to do so, you would almost certainly lose control of Rarity over such an assault on all she holds dear. So you call me a foal, but it’s you who is challenging me with a handicap, Demon!”

“So are you! You cannot cut loose either, unless you plan to bring this castle down on your friends!”

“Try me,” Eclipse invited again with a grin. “Now enough stalling! I have an empire to forge and many more ponies to rut, starting with Starlight Glimmer! So do you want to duel, or do you just plan to talk me to death, demon?” she asked as Starlight felt her heart freeze.

“As you wish!” The infuriated Nightmare attacked in anger, targeting Eclipse with a bright blue beam of such power that all spectators winced from its intensity. But Eclipse simply deflected it off a translucent shield into a wall, which somehow absorbed it with barely a singe to mar its face.

“A dark magic attack? Not bad. But useless after I already saw King Sombra’s. Then again, it was said that you were his lover back in the day, at least until you tried and failed to usurp his Empire through your then-host! So, what else you got, ‘Nightie’?” Eclipse goaded as behind her, Pinkamena snickered. She then reached into her flat mane to withdraw a pack of colorful playing cards, slapping one down on the table while she shuffled the rest.

“Sombra was an overconfident idiot who deserved to be overthrown! So try this!” The Nightmare next battered Twilight with multiple elemental energies; fire, ice and lightning in rapid succession; their power output equal to every Magus in the Griffon Kingdom’s military. But Eclipse easily absorbed the fire and lightning, using it to power her spells and recharge her own magic, simply standing still and accepting the punishment without flinching.

Sensing she was only adding fuel to her opponent’s fire, The Nightmare switched her strategy again to more mystical attacks, hitting her opponent with an array of curses designed to do everything from induce fear to magical disease, each of which was instinctively recognized and almost instantly parried by Eclipse.

And when that didn’t work, the Dream Demon Queen dredged up nightmare images from Eclipse’s own psyche and tried to use them against her, only to watch in frustration and anger as she simply laughed them off—“what scared Twilight Sparkle will not scare me, Demon!”—and then have the tactic turned right back on her as Eclipse duplicated the spell and taunted her with images of her moon god father saying what a disappointment she’d been; the image of him borrowed from Steedgyptian stone tablets.

“Enough!” The Nightmare shouted as she flung spell after spell at Eclipse, threatening to lose all control; the sheer force of her rage-driven magic staggering the would-be Queen for just a moment. But Eclipse regained her balance quickly and began countering the increased pace and power by raising her own to match, not so much fighting back as engaging in a mobile magic defense, shifting her enchantments and protective spells quickly to block each of the Nightmare’s efforts in turn. Magic was flung in every direction by their battle, hitting walls, floors and ceilings alike, and yet the Friendship castle absorbed it all, somehow keeping their battle contained.

Even an accomplished mage like Starlight was in disbelief as she watched silently from the sidelines, Annie Smith at her side. And I thought I was Twilight’s EQUAL??? was all the former could think as she watched the battle unfold; recognized the rapid-fire—and very potent—spellcasting passing between them, an unceasing exchange of curse and counter-curse that she could barely even begin to follow and most of which she didn’t even recognize. Then... she really wasn’t lying? THIS is what Twilight was always holding back? She felt her heart sink further.

“Yeah! That’s the way, Clipsie!” Annie Smith called out from beside Starlight, slapping her hip playfully. “For making mah kin do her dirty work, kick her flank like mah ancestors did to Consul Cawlus at Stalliongrad!”

“Go team…” A slightly bored-looking Pinkamena produced a pom-pom from somewhere and waved it perfunctorily over her head. “But leave some of her for me!” She grinned evilly and twirled her knife again.

“Now that’s metal!” Limestone leaned into the torrent of magic coming off the two, standing into it like a sudden storm hitting the family rock farm off the Everfree. “If you win, I want another song, Queenie!”

“Um… it’s kinda fun, but I just want to be with Discord again…” Marble looked longingly over at him, only to receive a sharp hiss from Flutterbat, who was keeping an eye and ear trained on the Pie sisters at all times even as she still sought to shield the visibly freaked and fearful dragonequis from the magical duel.

A duel that quickly reached a frenetic pace as The Nightmare tried again and again to overwhelm Eclipse with sheer power she drew on from her demigodly roots, only to find she couldn’t—that the corrupted Twilight Sparkle could match her mana for mana, incantation for incantation until both adversaries were at their maximums. Another minute passed before they broke their efforts with a clash of magical beams that met in the middle of the room and then flashed bright, knocking them both back and leaving the two adversaries softly panting, seeming no closer to determining a victor.

“Not bad, Nightmare…” Eclipse granted, a sheen of sweat on her forehead, her slitted eyes glittering. “I admit, you are quite powerful, and your range of spellcasting is most impressive. There were actually things in there I didn’t recognize. And for it, I don’t think I can beat you directly. So I won’t even try.”

“So nice of you to admit that I’m your better, darling!” The Nightmare was showing signs of severe exertion as well, but her aura had scarcely dimmed for it. “Know that I have held back, Twilight Sparkle, as I cannot yet kill you without potentially upsetting my host. So I instead simply seek to drain you. For once you are weakened enough…” She zapped a mirror, causing an ugly and dangerous-looking whirlpool of energy to form within and the air to start being sucked out of the room like a spaceship airlock. “’Tis off to Limbo you go!”

“A netherworld vortex!” Eclipse recognized with a grin, her cape whipping in the sudden wind. “Such a unique magical construct. But draining me is easier said than done, Demon. Be assured that I have held back as well, given that I don’t want to hurt Rarity.”

The Nightmare’s eyes narrowed. “If you seek a war of attrition with me, Twilight Sparkle, you will lose! As I draw on the ether itself, my reserves are limitless! But yours are not!”

“Perhaps…” Eclipse granted as the two began to circle each other slowly, the former Twilight paying the vortex no mind even as it tugged on her cape. “If we’re just talking about my internal reserves, you might be correct. But you forget, Nightmare—I draw magical strength from those around me! From the bonds I have forged and the friendships I have made! I fight for others while you just fight for attention from daddy,” she goaded again, causing the Nightmare to snarl and launch her assault anew, with redoubled intensity. And this time, Eclipse was forced back by the onslaught, seemingly only barely able to withstand the assault until she was finally knocked off balance by a strike of sharp windborne hail.

Sensing she had the advantage and that her adversary’s focus was disrupted, The Nightmare launched a fresh lightning strike to Eclipse’s chest that sent sparks arcing over her Coltic armor, causing her muscles to seize briefly, following it up with a simple telekinetic strike that could have collapsed a large building.

Eclipse was knocked off her hooves into the air and then sucked directly towards the all-inhaling portal, trying to keep herself out with what seemed to the Nightmare a slowly faltering self-levitation spell while the Dream Demon Queen blocked her attempts to teleport, delighting in what she took as a look of genuine fear on the former Twilight’s face for the first time.

“HAHAHAHAHAA!” The possessed mare laughed openly as all except Pinkamena stared at the scene in shock, while the latter didn’t bat an eye. “You lose, Twilight Sparkle! The world is mine! Enjoy your trip to the shadow realm!” she cackled in sheer joy as she knocked Twilight into the portal and closed the vortex behind her, slamming the door shut on her as she disappeared with a loud and desperate shriek.

Pinkamena blinked, then sneered. “The shadow realm? Seriously, Nightie?” She rolled her eyes just before another runic circle appeared over the map table and a dome of energy quickly grew out of its center. Within seconds it solidified, glowing brightly, and when it faded, it revealed the form of a very smug Eclipse, completely unharmed.

“You did not just use a line borrowed from a children’s card game on Earth,” Eclipse looked not so much annoyed as amused while The Nightmare stared at her with her jaw agape. “I played it with my Earthside friends and watched some of the television series—Flash Sentry is into it and taught it to me. I suppose you saw it in dreams like you always did. But since we’re now speaking in those terms, your trap card just failed thanks to my Otherworld Anchor magic card!” she announced bombastically.

“Effects: provides an instant return to the field from any physical or dreamworld realm for any card I wish, including my own!” she said as Pinkamena looked genuinely entertained and impressed. “Or in more practical terms, it provides me with an instant access point I can teleport back to with relative ease from anywhere, using a inter-dimensional traversal spell. It was originally invented by Starswirl the Bearded to allow himself to always find his way home from alien realms if he got lost in one, and with enough power, I could use it to return from Tartarus itself!” she grinned, then turned to Pinkamena. “So how was my performance, Pinkie?”

“Oscar-worthy!” She clopped her hooves together slowly. “Though, honestly? The Wilhelm Scream was a little much, Queenie.”

“Yes, I suppose it was…” Eclipse brushed off the frost from her brief sojourn into the void that had collected on her. “An interesting realm, Limbo. A bit too chilly and featureless for my tastes, but it’s also a misnomer that there’s nothing there and no way out of it. It has sub-dimensions that even Starswirl never figured out how to access, but it’s said that for the one who can, true godhood and omnipotence is the reward!” she mused. “Give me a month in there with nothing else to do like you threatened? I’d bet I could figure it out. But then I’d miss out on all the fun here!” She grinned as she turned back to face the Nightmare, who was grinding her mandibles together.

“Starting to get the picture yet, Demon? As things stand, you can’t beat me, and I can’t beat you—at least, not yet. Not until my friends and the next part of my new army arrives!” she said as the front doors to the castle opened and closed again with a resounding clang.

“... So wait until the portal reactivates, and then start singing? Got it!” Rainbow Dash confirmed from the other side of the portal, keeping Sunset on speaker so her friends could hear. She was very surprised to receive a call all the way from the pony world, even though it sounded quite distorted and began to fade out quickly. “You can count on us, Sunset!” she promised as the connection was cut.

“Okay, we’ve got our marching orders, folks!” Rainbow announced loudly. Once the portal glows again, we start playing and aim our music right into it!”

“Fine, but… what are we going to play?” Flash asked, having been at least partially restored by some rest and an energy drink or two.

“Oh. Um, maybe we could…” Fluttershy timidly raised her hand.

“Reckon it should be something we all know,” Applejack noted.

“I don’t know. That’s kind of a tall order…” Lyra replied, still dressed in her Zen master attire while her girlfriend Bonbon was in the business suit and dark shades of a secret agent. “The Rainbooms like rock, Flash’s band does pop, Octavia and Bulk Biceps like classical, and Trixie does her own thing. So what could we all play?”

“Um, actually, there is…”

“For a Great and Powerful song, the Great and Powerful Trixie recommends we play Tricks Up My Sleeve!”

“Do you ever get tired of speaking your own name, Trixie?” Applejack rolled her eyes, though she noted that the pony-side Trixie had said very little of late, enrapt in the videos she was watching. “We haven’t practiced that! But then again, Ah reckon we’ve all heard it enough to do it!” she conceded to some grudging agreement from the other band leaders.

“Um, that isn’t…”

“Then it’s settled!” Trixie said happily. “And since it’s my song, Trixie will take the lead!” she announced to groans.

“Fine.” Rainbow nearly swallowed her tongue along with her pride. “I guess we have no—”

“RAINBOW!” Came a short but sharp shout, the source of it instantly gaining everyone’s attention. “Please listen to me!” Fluttershy further demanded, only to catch herself immediately and shrink back once again, giving her friends a look both timid and flustered. “Um… you know… if that’s okay?”

“Huh? What is it, darling?” a surprised Rarity asked.

“Oh. It’s just that, um… we don’t need to play that! There is a song we all know!”

“Oh, really?” Trixie asked in annoyance. “And what is that?”

“The school song!” she pointed out. “We all had to learn it when we were competing to be the official school band over the summer!”

That brought a round of blinks from all gathered. “She’s right,” Flash realized. “Everybody does know that!”

“Guess we know it too…” Sunny Flare groused on behalf of the Crystal Prep students, who looked less than pleased. “We certainly heard it enough at the football game!”

“Ditto for your school song!” Rainbow retorted. “But great idea, Fluttershy! We’ll sing that! Okay, places everyone! It’s just about time to cleanse a curse!”

“My Queen! I present to you Dragon Lord Spike, and his new brood!” Shadowdash bowed low as a large group of ponies passed through the front hallway, some walking and some hovering in the air on their new dragon wings as they swiftly assembled at the entrance to the map room, immediately noting the presence of the Timberwolves, who took a not-entirely friendly interest back. “And as a bonus, the Cutie Mark Crusaders were with him!”

“They were? How interesting, since last I knew, they were with the former Zecora. And Dragon Lord, you say?” Twilight’s grin only grew wider as she stared at the newly grown drake before him and his harem, the expression on her darkened face approaching one of giddy delight as their features registered. “Such superb conversions! Such intriguing hybrids! Spike, you’ve outdone yourself!”

“Whoa. Twilight?” Spike stopped short and stared at her, startling the Pie sisters with not just how large and predatory he was but how deep his voice had gotten. “You look so… different.” His eyes traced her thestral features admiringly. “Have to say, I really like the bat-wings! They look a lot like mine!” He flared his proudly, showing off their impressive wingspan.

“Why thank you, my loyal scribe! And look at you! All grown up and already raising quite the extended family!” she noted approvingly, pouring him a goblet of his favorite soda. “I look forward to sampling their new attributes and cataloging their abilities in full. But unfortunately, such pursuits both scientific and sensual must wait. For as you can see, we have a minor problem to address.” She motioned back to The Nightmare, who was staring at Spike in amazement, a grin slowly breaking across her own features.

“Nightmarity…” Spike bared his large pointed teeth as he set eyes on her, taking a step towards her, his harem moving up to flank him on both sides as he took a long swig of the soda and then passed it back to Eclipse, wiping his muzzle with an arm. “Twilight didn’t tell me who you’d possessed. Figures.”

Why hello, Spiky-wikey!” The Nightmare mimicked Rarity’s tones and mannerisms perfectly. “My, how you’ve grown! You and your new brood will make a fine addition to my empire! And despite the desires of my host, I would be more than willing to name you my dragon liaison… which would give you the right to engage in some liaisons with me?” She turned around and flagged her tail at him.

“Know that I can offer you far more than your former mistress would! I can make you not just my chief consort, but the Lord and master of many, with your authority second only to me!” Her tail beckoned him forth with a rolling motion. “So what will it be, my dear drake? The one pony you have desired so endlessly and fruitlessly for years? Or the one who treated you as little more than a janitor for so long?”

“Oh, come on! Do you really expect him to—” Diamond Tiara began only for Spike to hold up a halting paw and consider The Nightmare, though he made no move towards her.

His gaze played over her for several seconds, but then he closed his eyes and slowly shook his head. “You know, it’s funny, Nightmare…” he mused as he crossed his arms over his large scaled chest. “For the longest time, I wanted Rarity. For the longest time, she was all that I wanted, and I held out hope for years that if I was nice enough or patient enough, she might eventually notice me. But she never did and I finally figured out she never would. It took a while, but with some help I finally got over her, even though my feelings for her never really went away.”

“But I have noticed you, my dear Spiky-wikey!” Nightmarity offered again with an enticing wink of her marehood. “And I invite you to have all of me that you wish!”

Spike stared at the display for a moment. He drew a breath, and then exhaled it slowly with a continuous stream of smoke, turning his gaze down and closing his eyes again as he did so. “Pass. I look at you now, offering her to me, and all I can think is… that you’re completely undesirable to me. Because you’re not Rarity,” he realized, then chuckled lightly.

“You’re just wearing her body, which I finally figured out was never meant for me anyway,” he decided as his brood pressed close for comfort. “What’s funny is that for all the ponies I’ve seen and rutted tonight, you’re the only one who doesn’t tempt me.” His twin malehoods softened for the first time in hours, becoming half-flaccid before him, though they still hung down nearly nine inches each.

“And as for Twilight, she always treated me as far more a son than a janitor. She hatched me, reared me and took care of me like a mother, so she has my loyalty and trust. I’d suggest you perform a certain anatomical impossibility with a phrase I learned from humans, but Twilight raised me better than that, and Cup Cake would be very disappointed in me if I said it out loud,” he noted while giving her a quick glance, and she in turn gave him a motherly grin and nod of approval.

“So I won’t curse. Instead, I’ll just say this…’ He cleared his throat and took a breath. “Go back to whatever Tartarus you crawled out of! And I’ll be more than happy to help send you there!” He puffed a gout of fire, the flames slithering out from between his teeth, the action promptly copied by his harem.

The Nightmare looked insulted, lowering her tail and turning back to face him fully. “Take great care, young dragon lord. I have dealt with your kind before, and despite what delusions you may have or whatever power you might have gained, be assured you cannot stand against me.” The very air around her began to cool and the space around her appeared to darken along with her mood. “Know that if you will not give me your loyalty and new brethren of your own accord, I will simply take them by force!”

To her surprise, Spike growled low, as did his new kindred, the former lowering his head and the latter lashing their long dragon tails hard, thumping them on the floor behind them. “They are mine, Nightmarity! I love them all and would die before I gave up even a single one of them! And they would rather die than be taken from me!” he announced emphatically to a set of resounding cheers and shouts of agreement behind him.

“Spoken like a true Dragon Lord,” Eclipse acknowledged, moving to their forefront. “Be assured, my former scribe, that I have no intention of taking them from you. The ponies you have converted are yours forever.”

“You… you mean it?” Spike looked at her in wonder.

“Of course! You are like a son to me, and you’ve made me very proud this night, Spike. You’ve created a very powerful new race, as I hoped you would. All I wish from you—and them—is that you be a part of my new kingdom and serve my interests when needed. And you will very much be needed to expand its borders further!

“Know that your place is where it has always been—at my side, as my friend and advisor, in possession of both my trust and a seat at the map table,” she reminded him with a nod behind her. “Though I believe I will shortly have to add consort to the list…” She licked her lips with her long thestral tongue as she inspected his twin organs closely, breathing in their scent deeply. “I look forward to seeing what you can do with these!”

Spike blushed at that, finding himself quickly hardening again under her scrutiny, surprised to feel a fresh surge of desire at the idea of taking the mare he’d seen as his mother.

Then again, I’ve already tucked one mother tonight… so, why not another? “I think I’d like that…” he admitted somewhat breathlessly, allowing her to tease him lightly with her aura, watching slightly wide-eyed as she did so. “But the thing is… I’m a dragon lord and I got a family now! I gotta take care of them, so I can’t be with you all the time!”

“Your desire to do so does you great credit. But be assured, my former scribe, that I’m not asking you to be…” Eclipse promised with a parting nuzzle of his massive malehoods, causing his breath to catch. “All I wish is that you bring yourself and your brood under my fold. That you take care of me as much as you take care of them.” she reared up and put her hooves on his shoulders; the tips of his organs rubbing against her bare belly below her Coltic cuirass.

“I need you, Spike. In every way that matters. Even in my new form, I’m not complete without you. So join me! Take your proper place beside me… and within me!” She duplicated The Nightmare’s earlier enticement, turning and flagging her tail at him, and this time, Spike was so turned on it was all he could do to restrain himself, wanting to bury his two throbbing organs to their hilt in her right then and there.

“Twilight…” Spike’s lip glimmered as he wrapped his arms around her to hug her hard. “I love you! And I want to make love to you as soon as I can!”

“Such sickening sentimentality,” The Nightmare sneered, breaking the moment. “And one you will shortly be purged of! Last chance, ‘Dragon Lord’—join me, or share your mistress’s fate!”

Spike released Eclipse and stared at her through narrowed eyes. He studied her for a long moment, then turned back to Eclipse, and finally to his assembled harem, as if gauging their opinion on the matter. Receiving angry and determined looks back, he nodded and stepped firmly to Eclipse’s side, followed shortly by his new family; nearly fifty dragonified ponies facing off with the Nightmare and her remaining Timberwolf followers, who likewise moved up to flank her.

“And so you have your answer. The sands are shifting, Demon,” Eclipse noted with a confident grin. “Your remaining forces will not avail you here—the bane of Timberwolves is fire, which both dragons and I have in abundance!”

“Oh, really?” Nightmarity sneered.

“Yes, really! You of all ponies should know that fire defeats grass, Nightmare. It’s super-effective.”

The Nightmare’s eyes narrowed as Pinkamena rolled hers. “I’m sorry. And now who is quoting a children’s game, Twilight Sparkle?”

“Yeah, that was kinda lame, Queenie,” Pinkamena agreed.

“Everypony’s a critic…” Eclipse sighed, though she never lost her grin. “The point stands. Your move, Nightmare.”

“My move is already made! I was well aware that you were a fire elemental, Twilight Sparkle! And thus, I enchanted them against it! So if you wish for a battle between our respective sides, I am more than willing to grant it!”

“Enough!” A new voice broke into the conversation as Annie Smith stepped up. “Allow me to end this apple-measuring contest right here and now! All Timberwolves answer to their alpha! And that sure as hay ain’t you, Nightie! It’s me!”

“Silence, you old crone! I have your kin under my control, and if you wish to keep them safe, I suggest again that you join me!” The Nightmare warned.

“Oh, yeah? Reckon Ah can fix that lickedy-split!” she boasted, then threw back her head and gave a long, loud howl.

“Whoa. What was that about?” Twilight asked as they watched what she estimated as several score of half-dragon ponies fly from one side of Ponyville to the other like a flock of giant predatory bats, led by an even larger figure at the forefront.

“I’ve heard of dragon migrations, but a dragon pony one?” Sunset mused aloud. “Any thoughts, Delta?”

“Not a one,” she said, still tired and nursing the water. “And I’m going to need to update Princess Luna on what’s happening here soon. But at this rate, It’ll be another hour before I can do even that with how low my magical reserves are.”

“Is there any way we can restore your power more quickly? I might be able to sneak into a pharmacy and retrieve a prescription ether potion,” Sunset suggested.

“Ether?” Twilight blinked at the usage. “You mean like—”

“Like in Final Fantasy, yes.” Sunset confirmed with a chuckle. “It’s a controlled substance here, only given for certain maladies, with some less-than-reputable basement brews sold in dark alleys. Believe me, I was very surprised to see it referenced in human video games when I arrived.”

“I appreciate the thought. But it won’t help,” Delta sighed. “I’m not a unicorn and my magic doesn’t work like that. My magic is song, and thus I’m powered by it and not mana.”

“Powered by it?” Twilight repeated. “Wait—so you can recharge by listening to song?”

“Yes,” she confirmed somewhat sleepily. “If it’s music I like, that is. But unless you’ve got a phonograph and some particularly energetic and uplifting records to play on it…” She trailed off as she saw Twilight and Sunset exchange a glance and a grin.

“In that case, Lady Requiem…” Twilight floated a pair of headphones out of her pack and slipped them around a surprised Delta’s ears, finding they’d likewise been altered to fit pony heads by their portal passage. “Allow me to introduce you to the Epic Music Channel!” She hooked it to her laptop, and then turned them on.

Delta was nearly knocked backwards in surprise by the passionate and powerful melodies sounding clearly through her head. “Wow! I never knew humans could produce such music! That’s so…” she couldn’t say more as she trailed off and closed her eyes, murmuring to herself happily as she drank it all in.

“Well, I guess we just leave her to it,” Sunset said with a smile at the dazed and dreamy expression on Lady Requiem’s face. “So let’s get her powered back up, and figure out our next steps…” she suggested, only to trail off as an eerie howl sounded across the town, followed by several, then dozens more.

Of all the sounds the assembled ponies at the Friendship Castle thought they would ever hear, a blood-chilling howl coming from the vocal cords of the former Granny Smith was not among them.

She threw back her head and bayed long and deep; a sound that was heard not just by the ears, but by the very spirits of her Timberwolf brethren and instinctively understood by them: a call for unity; a call to assemble on the howl’s source; one that drew them all towards the owner, who they instinctively recognized as a strong and experienced alpha…

The only true alpha they had.

They obeyed her instantly, as those outside of the castle stopped whatever they were doing—even rutting—and made for it, while those within immediately lowered their posture, whining before howling back, battling their own conflicted bewitchments—one siren-fed and telling them to obey their Nightmare mistress, but the other, much more deeply ingrained into their being, telling them to answer the siren call of their own kind, and the only one who had the true authority to command them.

In the end, the battle within their psyche was sharp and chaotic but brief as their implanted instincts and the well-practiced howl of Annie Smith won out, as she spoke to them in their own tongue, ordering them to her side.

“What? No!” The Nightmare shouted as she sensed her control slipping and tried to stop the far-more experienced mare by erecting a soundproof shield over her faltering forces, only to watch as even without the howl, multicolored apple blossoms erupted all over the wooden parts of their bodies, releasing a pollen that was not just sweet but somehow able to sever her control; the more they inhaled of it, the more of her magic was dispelled until finally...

“Not bad fer an ‘old crone’, dontcha think, Nightie?” Annie Smith said as she walked among them and they bowed deep before her, the no-longer-elderly mare looking normal except for her youth and green-glowing eyes. “That was an old trick I learned to dispel magical influences! Sorry, but not sorry; they ain’t gonna listen to anypony but me now! And Ah don’t care what magicks you got, there ain’t a dang thing you can do about it!”

“You…” The Nightmare seethed as suddenly there was further commotion outside and several more Timberwolves ran in to greet their alpha, including…

“AJ! Big Mac!” Annie Smith called to them, and recognizing her, they ran to her instantly, prostrating themselves at her hooves and whimpering their apologies to her.

“It’s okay, young ‘uns. I broke her control. Yer back, and yer with me now, where you belong!” she promised, and they expressed their gratitude by licking her paws and face. “Yeah, yeah…” She tolerated it briefly. “You know, if ya’ll wanna lick me, then reckon Ah can think of better places to do it!” She pushed them both away just enough to continue. “But later! Now back off, the both o’ ya! Business before pleasure!” she ordered, and they obeyed instantly, then turned on The Nightmare with narrowed green-glowing eyes.

“Well done, Annie Smith!” Eclipse praised. “I admit, I was going to be far less gentle in the way I wrested control of them from her.”

“That’s fine, but Ah’m gonna want even more from you now!” she told her. “Helping ya here wasn’t part of our original deal, so you better sweeten the pot, ‘Clipsie!”

“That will be my pleasure, Annie Smith.” Eclipse bowed low before the other mare.

“Wow, Granny!” Timberbloom called out, stepping forward along with her friends. “That was amazing!”

“And then we have the CMC…” Eclipse finally noticed them fully, a wide smile breaking out on her face as their varied features registered. “My, most interesting forms. And perhaps you three would mind explaining just how you escaped Enchantress?”

“Oh, you mean Zecora? It wasn’t that hard,” Cyber Belle shrugged.

“After she transformed us, we broke free and tucked her silly, and then left her to sleep it off! Sorry if that wasn’t part of your plan for us, Queenie!” Fireflight added with some sass, showing her teeth in a triumphant grin.

“Oh, really? Just a moment, then…” With a smile and without further preamble, Eclipse generated a fresh runic circle that Starlight and the cyberponies instantly recognized as a summoning circle. Its glowing icons orbited the center briefly before a bright dome of magical energy appeared and expanded out from the middle, reaching the edges before becoming opaque.

It faded quickly to reveal a second pony; a surprised and sleepy half-thestral zebra mare.

The transformed Zecora’s eyes fluttered rapidly as she gained her bearings, only to out a gasp she realized upon setting her eyes on Eclipse. “My Queen!” Enchantress instantly prostrated herself, falling to her knees. “I have not succeeded in my appointed task! I was simply not able to do as you ask! You sought new servants, but I have failed, ‘tis true! For first they turned on me, and then they turned on you!”

“Failed me?” Instead of scolding her, Eclipse bade her to rise with a tendril of aura under her chin. “My dear Enchantress, be assured you have not failed me! You have in fact succeeded beyond my wildest dreams!”

“Her name’s ‘Enchantress’?” Pinkamena smirked. “Nice.”

“I… I haven’t?” Enchantress looked up with her in surprise, a desperate hope etched on her striped bat-pony features.

“Not at all! I mean, look at them!” Eclipse stepped forward to inspect the expanded CMC members as the group stared back at her, unimpressed by her regalia or new bat-pony form. “A phoenix-infused pegasus… an intelligent Timberwolf… the Kirin they created…” she recited as she stepped down the line, passing by the altered Scootaloo, Apple Bloom, Silver Spoon and Diamond Tiara in turn.

“Such magnificent forms you have bestowed on them! You are truly the master of the arcane and the greatest of all alchemists, my beloved friend! I can only begin to imagine their new capabilities and powers! So let’s start with you, Scootaloo! Our zebra friend clearly used the Phoenix feather I gave her on you. I must say, I’m impressed! For not only can you now fly, but I’m guessing that those wings of yours can cut through anything?”

“It’s Fireflight!” the former Scootaloo corrected huffily. “And yeah, they can! So don’t bother trying to restrain me, Queenie! Phoenix fire cuts through anything, even magic!” She took a swipe with her wing through the air, leaving a fiery trail behind.

“Fireflight? Not bad, squirt. Sounds like you named yourself after a certain somepony?” Shadowdash called down in approval.

“Yeah, I did! Got a problem with that, sis?” she challenged, looking up at the pony she had admired most, not even blinking at the fact that she was now a stallion-equipped bat-pony. “And I ain’t no squirt anymore!”

“Not a one,” Shadowdash answered easily with an approving nod. “I just hope those new wings of yours aren’t for show!”

“Wanna race and find out?” Fireflight immediately offered with a toothy grin. “Winner gets to be on top!”

“Later. And how about you, Apple Bloom?” Eclipse asked next. “Or I’m guessing I should call you—”

“Ah’m Timberbloom!” she corrected, causing a riot of plants and vines to sprout from the floor around her, blooming immediately with apple flowers in a mild demonstration of her new powers. She then turned to her right and spoke with more warmth. “Hey, Granny! Great display! Even Ah felt that! And better yet, It’s great to see yer young again!”

She received a warm smile in return. “It’s Annie! And Ah shore am! Reckon Ah’m gonna have to teach ya the facts of Timberwolf life now!”

“And reckon Ah already know them!” Timberbloom showed off her new canine organ, to an approving nod from her formerly elderly grandmother.

“So, I see the legends about Kirin originally coming from ponies infused with Phoenix fire are true!” Eclipse said gleefully as she continued down the line to the next two ponies. “It’s said that they had their origins in ancient Chineigh, and were a ruling race ultimately defeated and driven out by those fearful of their power and destructive potential. But that is a story for another time. So, are you enjoying your new bodies and magic, Silver Spoon and Diamond Tiara?”

In response, the pair glanced at each other with a grin, and then teleported with not just a flash of light, but a flare of fire that left a scorch mark on the ground where they stood, only to reappear with an identical flare on either side of a bound Starlight, who they began to openly ogle. “We are! But we decided on the way over here we’re called Diamond Teats and Silver Sex now!” The former Diamond Tiara announced.

“Well, they’d definitely make good porno names,” Pinkamena observed in at least idle interest.

“So they’re named after precious gems and metals. I approve,” Maud said, admiring them from afar.

“Thanks, I think. Hey, Twilight—mind if we do Starlight, here?” Silver Sex suddenly asked, causing Starlight’s eyes to dart back and forth fearfully between them even as her sex winked helplessly behind her for all the various pheremones and magicks in the air, continuously tugging at and feeding her overstimulated desires. “She’s ripe for the taking!”

“Sorry, but no—I have my own plans for her. I’ll have to test the full range of your new abilities later. And then there’s you…!” Eclipse then stopped in front of Cyber Belle, who stood before her as a full adult, her technological enhancements very much in evidence from the glowing lines of circuitry that traced zig-zagging paths through her body to the texts and graphics that passed over her eyes.

“Such superb cybernetics! But let us try a quick test. If you were made with my smartphone, you should be able to finish for me this sentence: ‘A Guardian is a symbol of comfort…’”

“But an army is a symbol of conflict,” Cyber Belle answered instantly, in an unfamiliar stallion’s voice. “Quote by Professor Ozpin to General Ironwood, season three, episode four.”

“Very good. You have clearly digested my phone’s downloaded videos. Next, what is the factorial of -2.5?”

More data flashed across her eyes, including a very odd graph. “By extending the concept of factorial to non-integers and negative numbers via the Gamma function, four-thirds times the square root of pi,” the former filly answered authoritatively as Cherilee likewise made the calculation and was surprised at how quickly and easily she came up with the answer, having never studied or even known of such advanced mathematics as humans possessed before. “It’s an irrational number, so it’s impossible to state precisely. Is that good enough, or shall I recite the first million decimal places?” Cyber Belle offered dryly.

“No need. And the factorial of -12?” Eclipse challenged next, her grin turning coy.

“Undefined!” Cyber Belle snapped in great annoyance as a red warning message flashed across her eyes. “As it is for all negative integers! And for the record, I do not appreciate you trying to trick me into dividing by zero!”

Eclipse’s smile got broader. “Very well, then. It seems you have robust exception protocols and full access to the human knowledge contained in my phone apps. So let’s try Equestrian knowledge next, by asking you about something you could not have known before: What is the spell to reverse gravity?”

“Sursum descenderet.” Cyber Belle cast it instantly on Blueblood, who fell upwards toward the ceiling with a soundless shriek, only to be caught—barely—by Nightmarity. “It was in the magic texts you uploaded to your phone. And before you ask, the spell for weightlessness is Morbi Libero.”

She cast it on herself and then deployed a jetpack from her back as she began to float away, enabling her to zoom around easily before reversing the spell and landing again before Eclipse, dispersing both the spell and her propulsion device. “I’ve memorized all the Equestrian spellbooks that were in your phone’s memory, even the more arcane ones, and my internal reactors give me more than enough mana to power even the most draining of them. Satisfied, teach?” she asked with a smirk.

“Almost. And your sensual abilities?” Eclipse asked eagerly.

Cyber Belle smiled. As everypony watched, she inflated her testicles and teats to a large size and initialized her unique erection, deploying multiple tendrils from her back and turning her tongue into a phallus, waving them all about in a menacing manner, threatening to turn them on Eclipse herself. The would-be ruler looked upon them with more than idle interest, licking her lips hungrily as she inspected each probing appendage in turn, noting each sported a tip in the shape of a different type of male organ.

“If you’re interested, I’ve come up with a nice little demo routine. But if you don’t want me to use it on you, I’ll be happy to try it out on Glimmer, there,” Cyber Belle suggested through her internal microphone with a nod to the bound and still-unaltered mare. Her words caused a muted Starlight’s eyes to go wide, more desperate than ever to be rutted senseless even as she both desired and dreaded the outcome.

Eclipse bared her teeth as she smiled. “Sorely tempting though that is, she’s mine to convert! Regardless, I’m impressed, Sweetie Belle. And your final exam, then, is…” she cast a sudden spell that the cybernetic filly quickly recognized as one designed to disrupt human electronics. But Cyber Belle reacted instantly to the threat, blocking the spell and parrying additional incantations with ease.

The magical sparring match lasted but half a minute before Eclipse withdrew her aura, to a smug look from Cyber Belle. “Sorry, ‘Clipsie’, but I already researched all my potential weaknesses and addressed them. EMP spells won’t affect me thanks to my new Faraday Cage counter-curse, and don’t bother trying to pass me a computer virus, either. My anti-intrusion enchantments make me immune.”

But far from disappointed, Eclipse leapt in joy like she was a filly again just gaining her cutie mark. “Magnificent!” she shouted. “You are an alchemic masterpiece! Such strength! Such knowledge! A perfect fusion of human technology and pony magic!” she praised both her and Enchantress, the latter of whom she pulled to her without preamble and kissed very deeply, whispering words of promised pleasure in her ear that caused her cheeks to blush and her half-thestral zebrahood to go instantly and very rigidly erect. “You are an incredible creature, Sweetie Belle and would be an enormous asset to my efforts! I thus offer you and all your friends the chance to use your powers in service to me!”

“It’s Cyber Belle. And logically, why would I do that, Queenie’?” she asked in her slightly synthesized voice as she retracted her tendrils. “My power makes me the equal of any alicorn. So why should I not make others serve me?”

“I see!” Eclipse replied without a hint of worry. “In truth, I would expect no less. And what about the rest of you? Do you feel the same way?” She stalked down the line of them again. “How about you, Scootaloo?”

“I already told you, it’s Fireflight! And since when do I take orders from you, Queenie?” she asked from her hover, making her wing flames grow hotter and brighter.

“Then you’ll take them from me, squirt!” Shadowdash flew down to face her. “Adult or no, I’m still your big sister!” She poked a hoof into Fireflight’s chest.

“Oh, yeah? Not as big as I am!” She showed off her new assets, including a half-avian erection that reached more than halfway up her belly.

“Oho, is that a challenge?” Shadowdash promptly displayed herself in return as the two compared their organs side by side, and shortly began rubbing them together briskly, the pair soon boasting of their respective conquests and offering various contests to decide who would get to rut the other first.

“And how about you, Timberbloom?” Eclipse left them to it as she proceeded down the line.

“Serve you? And just why the hay should I?” she asked dismissively, her vines automatically sprouting thorns in a reflection of her mood. “Zecora already told us you were the one who made her experiment on us! So why should we give you the time o’ day?” she sassed back as Annie Smith frowned.

“And do you regret it?” Eclipse asked unrepentantly, never losing her grin. “Do any of you regret your new forms? Or all the power and pleasure it’s given you?”

That caught her a bit short. “Well…”

“I thought not. Know that I can give you even more of both,” she offered. “And to receive it, all you have to do is serve me willingly.”

“And what if Ah say no?” Timberbloom snarked, enclosing herself in a thorn cage. “You know, we were having a great time out there ‘till you dragged us all in here!”

“Hey!”Annie Smith shouted, marching forward to face down her granddaughter, disassembling the barrier with her own power and then passing right through it. “Now you listen and you listen well, young ‘un—yer still an Apple, and you mind yer manners! And if that ain’t enough, remember that Ah ain’t just yer granny, but yer Alpha now!”

“But—“

“No buts!” Annie Smith turned her ears high and pointed them forward, looming over Timberbloom, her green glowing eyes boring into her granddaughter's. “Yer part of mah pack now, and Ah already promised Clipsie Ah’d help her! So you will too!”

Timberbloom instinctively lowered her posture and her ears submissively, surprised at how ready she was to tuck her new canine tail between her legs. “Huh? But why, Granny? Ah can tell you got as much power as her! So why we gotta serve her?” she tried again, though with much more uncertainty.

For the first time, Annie Smith betrayed some annoyance, a growl building deep in her throat. “Because we struck a deal, young ‘un! Because Ah promised Ah’d help her in exchange for exclusive cross-portal business and because Timberwolf or no, we Apples never go back on our word!”

“B-but…” She looked longingly over at her friends and Spike.

Annie’s expression softened at that. “Ah ain’t saying you can’t be with ‘em, you silly filly! But you got responsibilities to yer family and pack now, too! Sorry to say, life ain’t all fun and games, even now! We still got a farm to run and a new ruler to serve! And a lot o’ work to do if we’re gonna expand our business to the human realm!”

“Well said, Annie Smith,” Eclipse approved. “And I thank you for taking care of the other Timberwolves so gently. I was going to have the Sirens charm them to my side, as I feared any counterspell I attempted would have to wipe their minds to break the Nightmare’s control. For freeing them without crippling them, you have my thanks. And as their Alpha, they are yours to command, now and forever!”

“Yer welcome. But Ah didn’t do it fer you! Ah did it for mah kin! And ‘cause I can’t stand her!” She growled low at The Nightmare, who was silently smoldering, and now standing almost completely alone. And yet she made no move, seemingly biding her time while waiting for a distraction to pass. “And I still want a sweeter pot! So what are you offering, Clipsie?”

“I would expect no less from one such as you. Your loyalties and the courage of your convictions do you great credit, Annie Smith, so I expand my earlier terms to cede you the entirety of the Everfree.”

Annie Smith blinked at that. “Really? Wow, that’s mighty generous o’ you, Queenie! With this many Timberwolves under mah pack, reckon we can make that land really work for us! Can’t wait to grow zap apples year round!”

“As long as I get first samples!” Eclipse chuckled, then turned back to her adversary. “So, that takes care of your so-called Army. All that leaves is you, Nightmare!” the former Twilight Sparkle grinned unpleasantly. “All you have left is Opalescence, who seems more interested in her grooming, and that useless half-converted Prince. You’ve lost, so I offer you one chance—release Rarity here and now, and you may yet live.”

“You haven’t won yet, Twilight Sparkle! Sweetie Belle? It is time that you join my side!” The Nightmare turned to her cybernetic sister. “If you wish to avenge what that so-called enchantress did on Twilight Sparkle’s orders, I provide you with the perfect opportunity! Join me, and I will lay the two worlds at your hooves!” she offered. “Join me, and I will show you the sensual pleasures that only the dreamscape itself may provide!”

“Aw, come on! Do you really think she’s gonna—!” Spike began only to stop when Cyber Belle held up a hoof and stepped towards her possessed sister.

A flat beam of energy emanated from her horn as she scanned the apparition, data and various charts running over her eyes in rapid succession. “No,” she finally said. “I will not comply.”

The Nightmare’s expression turned angry. “What was that? You dare disobey your own sister?”

“Even if I was inclined to obey her, I can tell you are not my sister,” Cyber Belle said succinctly. “You have her voice and form, but it is overtaken with dark magic belonging to a second spirit—I have determined that there are in fact two magical signatures within her body. Despite that, I sense Rarity’s spirit and magic remains intact and distinct, buried deep within you. You have not assimilated her yet, and I see from the Queen’s uploaded literature that it will take you some time to do so. I will not allow you that time. Now let her go, Nightmare.”

She deployed an array of human weapons from her back with laser dots aimed at the apparition’s chest and forehead. “Let her go, or I’ll…” she trailed off as a frantic search of her information databases revealed no satisfactory way to carry out her own threat.

“Or you’ll what?” Nightmarity challenged without so much a flinch, completely unconcerned by the impressive arsenal pointed at her. “Kill your own sister?” She then took on Rarity’s original form and colors. “What will you tell Mother and Father?” she sniffled.

Despite her logical subroutines, the sight gave Cyber Belle pause and her aim started to waver as The Nightmare returned to her dark colors. She studied her sister’s form, only to notice a stark contrast in the mare’s eyes. One pupil, slitted and bearing a reptilian appearance and clearly vexed, the other a vibrant blue and full of fear. The Nightmare let out a growl of frustration as her shadowed coat began to recede, as if the original Rarity was trying to break free; her white fur showing through growing breaks in a miasma that made up the Nightmare’s dark, ethereal form.

“Sweetie Belle? Please!” Rarity suddenly plead, tears in her eyes. “I can’t escape her! You have to help me! Take my hoof! Pull me free!”

“Rarity…” Cyber Belle called out. Her love for her sister overriding several internal security warnings, she reached out before Eclipse could stop her, sensing a sudden surge of dark magic from the demon-possessed mare.

“No!”she shouted too late as their hooves met and red warning text began scrolling over Cyber Belle’s suddenly static-filled eyes; Nightmarity then restored her half-demon form and began to laugh as smoke started pouring off her sister’s joints while she struggled to regain control of her compromised systems.

“Foalish filly!” The Nightmare cackled, dispersing the illusion of the original host. “Do you really think me helpless against your likes? I have seen enough of the human realm through the dreamscape and I know of their technology and weaponry—enough to devise my own curses and spells that would turn them to my use, for my eventual passage into their world! Ones that could be transmitted through touch! You may consider that a minor piece of malware for what else I may do to you!” she further claimed as her hostile takeover of Cyber Belle was swiftly completed and worse, the curse was shortly transmitted in turn to Cherilee, and all their other cyberpony descendants.

The text in their eyes likewise went scrambled, their glowing irises turning a deep purple as they then deployed and turned their weaponry on their former friends, tentacle-like tendrils reaching out to capture and inject them with a rapidly-created technovirus that began converting them anew, transforming them into nightmare creatures.

“Checkmate, Twilight Sparkle! You lose! By injecting nanites into your so-called friends, I can bend them all to my will permanently and give them any form I wish! And to borrow a phrase from a human television series I’ve seen some dreams about… resistance is futile!” she cackled gleefully as even Pinkamena looked perturbed, her eyes darting about and considering a rapid escape. “Thanks to you and your alchemist friend, you have just given me the means to take over both worlds on a platter! Within mere minutes, all of Ponyville will be under my thrall! And then shortly, all Equestria!”

“An excellent strategy, Nightmare,” Eclipse grudgingly admitted as she erected a powerful shield around her remaining forces, who looked around nervously as a dozen ponies began sprouting cybernetics and moved to circle them. “I admit, I didn’t foresee this, as I never dreamt you had an ability to take over human technology. Unfortunately for you, there’s just one problem with it. For you see, Cyber Belle and all her descendants were created using my smartphone.”

The unimpressed Nightmare stared at her smugly as the transformation process was completed and several Timberwolves now had cybernetics added, obediently moving to surround their former friends. “And what of it? I’ve seen your dreams, Twilight Sparkle, and I have access to my host’s memories of you as well! If either I or my host knows you at all, darling, I feel safe in saying that all you had installed on it was some math applications and a few downloaded human entertainment videos!”

“You’re half-right.” Eclipse retaliated. “I admit I did have an affinity for some advanced human mathematical concepts I found—an interest that was, ironically, sparked by lunch at a human pizzeria.” She chuckled to herself. “But did you really think I wouldn’t have examined the smartphone? Experimented on it? Added my own spells to it?” She paused, letting her words sink in as The Nightmare’s eyes narrowed a fraction. “Spells that included my own security enchantments?”

The Nightmare’s expression dropped briefly. “You’re bluffing!” she claimed as Cyber Belle and Cherilee ran a quick system check at her mental command, only to shake their heads. “I detected no such enchantments, and neither did they!”

“So once again, you demonstrate not only the limits of your power, but your complete inability to think more than a couple moves ahead!” Eclipse mocked. “As I was storing significant information on it—as well as a few pictures of me and my human boyfriend I didn’t want getting out—I added several passive wards of my own design to make sure it could not be compromised, or failing that, that any intrusion would be instantly detected and analyzed. As such, I already know exactly how your techno-curse works and how to unravel it. Allow me to demonstrate…”

She cast a new spell that caused an immediate reaction in the two present cyber ponies, scrambling their programming anew. It was just as quickly transmitted to all their descendants as the cleansing counter-curse took hold, purging their programming and restoring their original operating systems and personalities with a series of sparks and smoke followed by the pair collapsing to the ground, shaking.

“System reboot in progress. Safe mode in effect…” A shaky Cyber Belle announced, voice fluctuating in tone as her eyes flickered for several seconds. “All non-essential systems remain shut down until full system scan performed and malware purge completed.”

“Defense systems inoperative. Both logical and magical firewalls unavailable,” Cherilee added in an equally weak voice. “Current operational efficiency rates are at 6.5%.”

“It’s all right. Stand down, Cyber Belle,” Eclipse told her, helping her back to her hooves, casting a fresh spell to help correct her corrupted programming further as their newest captives reverted their uncompleted transformations, the curse magic acting for once to restore them. “Stand down, both of you. I’ve got this, so keep your weapons sheathed. They are not needed here. And Cyber Belle? Be assured that by the power of friendship itself, I will get your sister back.”

“You will…?” she said dubiously, then turned her head weakly to scan Eclipse in turn. “Your blood pressure, respiratory rate and perspiration activity are unchanged from earlier. This indicates no lie detected,” she acknowledged, retracting the remains of her arsenal. “Though my processing power is currently very limited and I cannot conclusively be certain of your veracity given your fine magical control, I estimate an 84.62% chance you are truthful. So I will give you the chance to prove it,” she decided, climbing unsteadily back to her hooves.

“Very well, Queen Eclipse. You saved me when I could not save myself. If you can also free my sister without harming her… then I and all my descendants will swear loyalty to you,” Cyber Belle decided after quickly polling them over their local network.

“Then I shall do my best to be deserving of it,” Eclipse smiled, turning her attention back to the stunned and increasingly alone Nightmare.

“So what was that you were saying about checkmate, Demon?” she mocked. “No sirens, no timberwolves, and no androids. You’ve lost not only your army but any chance at victory, so I suggest you leave Rarity while you can.”

Instead of surrendering, she sneered. “You win a battle, nothing more, Twilight Sparkle! For in the end, it will not avail you! Using the power of the curse and my own corruptive magic, I can make another army quickly, and having seen your spells and tactics, I will make certain you cannot usurp it! As long as I hold Rarity, you cannot touch me, so I believe I will take my leave now!” She zapped a mirror behind her to open a fresh portal. “Who knows? Perchance I will go to the Crystal Empire and corrupt your brother to make a fresh start!”

Eclipse’s expression instantly went icy as a series of snarls and hisses were heard around her. “You won’t touch him or anypony else. In fact, you’re not leaving here alive, Nightmare.” She blocked the other pony’s egress with a shield spell.

“Oh, really?” The Nightmare mocked as Blueblood and even Opalescence stepped back from her, her control over them broken. Off to one side, Flutterbat stayed with Discord, watching but making no move to help her former mistress, her red eyes narrowing in anger the more she heard. “So you intend to kill your friend, Twilight Sparkle?”

“Not at all.” An unperturbed Eclipse stepped to the forefront of her new army, facing down the now-abandoned Nightmare. “I did my research on you here as well, Demon. If you will not leave voluntarily, there are in fact four ways to sever your connection to your host. The first is, of course, to kill the host, which I would never do.”

“Speak for yourself!” Pinkamena snarled, looking somehow ready to simultaneously both rut and kill as she glared at the Dream Demon Queen. “Just be grateful Rarity’s my friend, Nightmare!”

“Be patient, and you’ll get your chance, my lovely and lethal Pinkamena,” Eclipse called back. “The second is to activate the Elements of Harmony, but unfortunately, in appropriating Rarity, you deny me that ability… though I could have the human Element Bearers do it instead,” she mused aloud, causing an initially smug Nightmarity’s expression to drop.

“But that would require I corrupt and convert them first, and time is rather pressing. Then there’s the third way—an ancient Steedgyptian soul-splitting ritual I studied, effective against demonic possessions; one that requires a great deal of magical power and some Steedgyptian substances—all of which I just happen to have.”

“Oh, really?” An angry Spike called out, now holding Cyber Belle close and cradling her protectively along with Fireflight and Timberbloom, the latter giving her friend fresh water she extracted from plants. “In that case, I’ll be more than happy to collect them for you!”

“The offer is appreciated, my new and strapping young Dragon Lord. But in truth, even that is not necessary. In fact, Nightmare… I’m going to free Rarity without laying so much as a single spell or hoof on you. For the fourth way is for the host to rise up and overthrow you from within!”

“Ha!” The Nightmare laughed. “And how do you plan to do that, darling, when Rarity is so deeply buried she is aware of little else but what I allow her?”

“I believe it was the Sun Master himself who once said that the greatest of all military arts was to win without fighting,” Eclipse mused as her swollen army slowly edged forward to hem The Nightmare in. “And since your first takeover of Rarity, I have given a great deal of thought as to how I would induce each of my friends to expunge you, should you possess them.”

“You’re bluffing!”

“Am I? Let’s find out.” Her horn flared and she changed her dark and brooding Coltic colors to the most gaudy shades of bright pink and orange imaginable. “So, Rarity… I was thinking that this should be my new regent attire! Coltic armor in pastel hues and polka dots! What do you think?” she asked with a knowing grin.

“Urk!” Came the audible reply from The Nightmare as she stiffened hard, feeling a sudden, violent rebellion at the sight from deep within her.

Eclipse’s grin got broader. “Oh, that’s not to your liking? Well, maybe I just need something more classically Equestrian… so how about I add this little number?” She added a ruff and pantaloons that had last been seen as high fashion in Canterlot some four hundred years earlier.

“Ulp!” The Nightmare suddenly looked ill, having to bite back not just a wave of pure bile but her host’s desperate desire to fix her friend’s horrid sense of fashion.

“But I’ll also need a manestyle. So how about… this?” Eclipse quickly reassembled her mane into a horrible two-tone beehive.

“Gah! You want to look like the Bride of Flankenstallion?!” an appalled Nightmare suddenly exclaimed in Rarity’s voice before her hooves clamped hard over her mouth, trying to stop her own words and the surging presence within her from speaking them.

The others picked up on what Eclipse was doing quickly, and seeing the effect it was having, began to join in.

A still-recovering Cyber Belle stepped forward first. “Hey, sis! Speaking of manestyles, I was thinking of changing mine to this!” She deliberately imitated Cherilee’s teenage perm again. “Hope you don’t mind!”

Hooves still covering her mouth, The Nightmare let out a muffled shriek as her pupils contracted to barely visible slits. Her head began to shake from side to side before a hoof slipped away. “What?!? Sweetie Belle, no! What are you thinking, that hasn’t been in fashion for years!! Think of what-mpmphhh!!”she exclaimed in Rarity’s tone and mannerisms before she clamped down hard again on her host’s surging presence while replacing her hoof over her mouth, visibly straining to contain her.

“Well, I think it looks perfect on you! In fact, I think that all of us androids should use that manestyle!” Cheerilee piled on. “In fact, I think I’ll transmit instructions to all cyberponies to do just that!”

“No. No! No!”Rarity exclaimed again before The Nightmare could stop her. “That style was passe thirty years ago!”

“Hey, Rarity! I’m just going to put this wet mug down on the map table there!” Spike proclaimed, doing just that with his goblet of soda as he then lounged out in his chair and put his draconic hooves on the table, leaning back happily, mildly surprised when the chair instantly adjusted itself to his new, much larger form. “It might leave a ring, but I’m sure you won’t mind!”

“Remove that at once!”The Nightmare was clutching her head hard as Rarity now freely spoke through her. “And get your hooves off! Were you raised in a barn, Spiky-wikey?”

“A barn? Now there’s a thought…” Eclipse turned their surroundings into the interior of one next, remotely summoning the contents of the Apple family barn to lie all around them. “This is perfect! Guess I’ll just be seating all my guests on hay bales!”

“Hay bales?! That is NOT proper for a Princess hosting a party, Twilight!!” The Nightmare was again unable to bite off Rarity’s reaction from within her.

“Good idea, Queenie!” Annie Smith agreed as she induced growth from nearby plants and shortly turned their fresh wood into a working banjo. “And reckon Ah’ll serenade all those diplomatic dandies you’ll be bringing over with mah favorite country tunes!” She began playing and singing one deliberately off-key.

“Gah! Are you trying to start a war, Granny Smith?!”Rarity shouted, visibly struggling with the Nightmare for supremacy in her own body, both forehooves resting on either of her temples as though suffering physical pain.

“No, but this might!” Spike smiled evilly as he motioned Cyber Belle to him. “Hey, Rarity? I just wanted to let you know… that I’ve been banging your sister for months now!” He said the last phrase with great glee.

“You… WHAT?” The room suddenly shook as Rarity tried to seize control of the Nightmare’s magic for her own, causing the latter’s expression to go shocked for a moment despite the words she was now involuntarily speaking. “Over my dead body!”

“Yep! It’s true!” Cyber Belle went instantly to Spike’s side and made a show of kissing him deeply as Spike lewdly laid a paw on her flank in full view of her sister, kneading it happily. “In fact, he’s been doing me and the rest of the Cutie Mark Crusaders!” She was promptly joined by Fireflight and Timberbloom, who began servicing Spike’s drakehoods orally, to the envy of his new harem as Spike could only lean back and groan, his long tongue still entwined with Cyber Belle’s.

“Well! This is a surprise!” Eclipse admitted as Rarity visibly seethed, all but pounding at The Nightmare’s defenses from within as the now-desperate Dream Demon held on to her host by her hooftips. “You hid it from me well, Spike! But no matter. You know, I suppose we might listen to you if you were here, Rarity,” she suggested easily.

“But since you aren’t around to advise and correct us, we’ll just have to improvise about all things love and fashion. Still, with regards to the latter, maybe you’re right and maybe Coltic isn’t the way to go! So how about I rule… in the style of ancient Roam?”

Abruptly, she turned the stone pillars around the room columnar and swaddled herself in a red cape Toga without removing any of her earlier garments. “No? How about in the style of Classic Grace...? Or Feudal Neighpon...? Or Overmare-era Maregolia...?” She shifted rapidly between them, adding a new layer of clothing to herself each time, including a toga, a kimono and a set of ancient armor.

“Stop it! Stop it!”The Nightmare all but begged her as she felt her control of her host slip further while Rarity’s consciousness continued to rise to the surface with the force of an impending volcanic supereruption.

Eclipse then went for the kill. “Oh, I know! If we can’t decide, how about I just go with all of the above?” She then turned the chamber’s décor into what she’d heard humans describe as a very ‘kitschy’ and terrifyingly patchwork mixture of all four architectural and decorative styles, not far removed from some human restaurants she’d seen and been mildly appalled by. “I mean, a little something of everything can’t be wrong… right?” she suggested to the laughter of all; her new servants now greatly enjoying the scene.

The Nightmare gave a shriek of pure agony as Rarity’s internal rebellion forced her to her knees.

“I will not allow this… I… will not… allow this!” Rarity—not Nightmarity!—suddenly spoke, her eyes shifting back and forth between their normal electric blue and the deeper purple of the Nightmare as Rarity fought the The Nightmare with all her considerable strength of will.

There was a pause, and then she started arguing with her demonic possessor. “I… don’t… care! My friends and sister need me! I must prevent at all costs this fashion and clothing calamity! I must defend my sister’s honor! Your promises are meaningless and empty! I care not about your power, only about helping my friends and saving my sister! Now let… me… GO!”

With that, she expelled The Nightmare with a final, all-out attack, collapsing to the floor and panting hard with their effort as the Dream Demon Queen devolved back into her miasma form and swiftly fled the scene. To the surprise of all, Rarity did not revert her form, however, though when she opened her slitted eyes again, they were much more clear and, if not entirely friendly, at least far less malevolent.

“Pinkamena?” Eclipse called out as she went to her friend. “The Nightmare’s fleeing into the dreamscape. And that means she’s all yours. Dispose of her as you see fit!”

“About time!” the flat-haired former Pinkie Pie grinned toothfully. “Don’t worry, Queenie, this won’t take long. Let’s get her, sisters!” she called out, and swiftly, she, Limestone, Maud and Marble disappeared behind curtains and closet doors.

“Tw… Twilight?” Rarity’s voice called out after they had departed.

“Easy, Rarity,” Eclipse helped her to her hooves, finally able to admire her friend’s new form. “You did it. She’s gone.”

“I suppose she is. But... I’m still transformed?” She looked down at herself in confusion, willing her shaking legs to steady themselves.

“Indeed. And I admit, I hoped that might be the case,” Eclipse stated with a satisfied smile. “As The Nightmare used the curse to transform you into Nightmarity instead of her own possession magic, that means that even after expelling her, you retain her form… and her power.”

“Remarkable…” Rarity stated as she summoned a large mirror to her and looked into it. “Such size. So much magic. Such radiant beauty!” She let out an appreciative hum, all past signs of exhaustion seemingly gone. “I will give her credit for her fashion sense, if nothing else. I believe I will have to start a new Steedgyptian fashion line.”

“Feel free,” Eclipse invited. “But I think enhanced sewing ability might be the least of your new gifts. So why not try using The Nightmare’s power?”

“Her power? Hmmm…” Rarity closed her eyes and concentrated, only to open them in surprise again. “Amazing… I can see into the very ether!” she said as she looked around in wonder. “Not only that, I can see fears… dreams… desires… the deepest thoughts of all around me!”

“That’s part and parcel of your new dreamwalking ability. You’ll master it with some practice,” Eclipse promised. “And with it, you’ll be able to shape or take part in the dreams of ponies as you see fit!”

“An ability I believe I will avail myself of!” Rarity promised with a slightly evil gleam. “But not just for you, darling. For me! For if you are truly to rule both worlds, then you need my help! You all do!” she proclaimed grandly, using her new power to rearrange furniture and remove the many gaudier elements Eclipse had provided to help free her.

“As you wish, my dear Nightmarity. Or is that what you want as your new name…?” Eclipse prompted.

Rarity cocked her dark-furred head as she thought about it. “I don’t know, darling... in truth, I rather like Nightmarity! So I believe I will keep it,” she decided as she admired herself in the mirror anew. “But I will simply have to redesign my dresses and fashion line to suit my new colors and stature… to say nothing of my new attributes!” She turned her head to glance down her own body at the large stallion organ beneath her belly. “Not bad, actually. Though I wish it known here and now that I will make use of it strictly on my terms!”

“So be it! You will be my chief of protocol and royal clothier, to say nothing of an agent to spread the curse into the dreamscape itself!” Eclipse promised. “Once we do so, we can convert ponies and humans in their sleep!”

“So, I get to spread my fashion and service the deepest needs and desires of others in the process? I must say, you make a tempting offer, my dear Queen Eclipse!” she said as she noticed the tiger Opalescence blinking blearily in the background, her head drooping. Nightmarity then materialized her former housecat’s bed from her boutique, made it Tiger-sized with a simple spell, and then presented it to her. Delighted, Opalescence curled up in it quite happily, kneading the fabric and rumbling softly to herself as she fell asleep.

“As you have shown yourself to be not just a true friend but a mighty ruler this night, I will have no qualms about serving you in whatever capacity you wish. Including sensual ones!” She bowed low before her new regent, to the cheers of all.

“Excellent!” Eclipse praised, immediately availing herself of the offer by exchanging a deep and passionate kiss with her restored friend. “I must say, you do that very well…”

“Long experience with mares, darling. And speaking of whom… Timberjack?” Nightmarity called out, causing her previously equine lover to perk up attentively. “Attend me.”

She immediately padded forward on her wooden canine paws, her tail wagging happily. “Hm. I must admit, darling, that I rather like this new obedience from you.” She scratched her chin affectionately and even accepted some licks in return. “I believe you and your brother will do well at my side. Certainly, you have already proven you use your tongues magnificently!”

“You wanna be her lover, Ah reckon that’s fine by me, but just remember that she and Big Mac are part of mah pack first, Nighty!” the Apple family matriarch called out.

“As you wish, Annie Smith,” Nightmarity agreed easily. “I am well aware she is an Apple first, and I am more than willing to share her and all my lovers in my great generosity. Which does not include you, my dear Blueblood!” She turned to the vanquished Prince next, who cringed and backed away into the corner of the room, The Nightmare’s earlier spellcasting on him leaving him unaltered physically except unable to speak. She approached him and looked him over from head to toe while he shook under her gaze, his organ going erect in anticipation despite his best efforts.

After studying his quivering and helplessly aroused form for a minute, she smiled. “Though I would hardly have been so cruel about it, I do appreciate The Nightmare’s sense of irony and willingness to address the wrongs done her host. And though I will require some concubines, you will be both relieved and disappointed to know that you will not be one of them!” she informed him, and then stepped closer, her eyes narrowing as she took her long-awaited revenge.

“For in the end, you are not worthy of me, my defrocked prince. So away with you!” She opened a portal and threw him back through it, into his bedroom. “But I will take some pity on you. Allow me to withdraw the spell that left you with an incomplete conversion and prevented the curse from taking full effect.” Her horn glowed softly for a moment before she nodded in satisfaction.

“There. If you wish to transform fully, all you need do is be rutted! I cannot help but wonder how long it will be before you offer your tail to a passing Guardspony out of desperation? An hour? Or less?” She bared her sharp teeth in a grin as he began to visibly tremble. “Such a pity I will not be there to see it!” She mocked his shaking form one last time before closing the mirror portal behind him.

“Well done, Nightmarity,” Eclipse complimented. “He will begin the process of corrupting Canterlot, and thus make our eventual work there much easier.”

“Thank you. Now then, my new Queen, as to the question of your decor…” She turned to Eclipse next, looked her over, and sighed heavily. “I suppose I can work with Coltic, though it would not be my first choice, darling.”

“Oh, yeah? And what would be? Steedgyptian?” Shadowdash asked with a smirk, Fireflight at her side.

“And what if it is? Say what you will about The Nightmare, but she was right on one score—the Steedgyptians knew how to rule with style!”

“Then you are more than welcome to rule Steedgypt yourself, if that is what you wish—though you might get some objections from the Griffons or Saddle Arabians,” Eclipse mused. “Of course, using The Nightmare’s power, you could overcome them easily enough. Convert them into your servants and whatever forms you wish.”

“Good. I believe I will, followed by erecting a pyramid or two in my honor! And Spike…?” her voice trailed off, more ominously.

“Yeah?” he asked, still lounged out on his seat with his hind hooves on the map table, stroking himself slowly in the company of the CMC.

She studied him with some distaste, but also noted how happy her sister and her friends were with him, peering into their dreams and desires but finding—to her mild disgust and disappointment—that they had not been tricked or coerced by him.

“I just wish you to know that if it is truly my sister’s choice—and all of theirs—to be with you, then I will not object or interfere.” She sighed reluctantly. “I admit, you have become quite the dashing young drake, and if you prove yourself both a fair ruler and a worthy partner to my sister, then I might one day break down and be with you myself. But all that said…”

Abruptly, she zapped a mirror with her horn, turning it into yet another swirling whirlpool of energy that pulled at the very air around them, the atmosphere itself being loudly and violently sucked directly into it.

Her ethereal mane whipped in the gale, providing a demonic backdrop to her next words, which boomed out of her like she’d learned the Royal Canterlot Voice. “You will remove your filthy paws and mug from that map table at once before I cast you into LIMBO!” she ordered sharply with bared fangs and glowing eyes.

“Y-yes ma’am!” Spike croaked, pushing backwards from the table so quickly he fell off his chair and spilled his drink onto his chest, to the happy laughter of all.

“Excellent,” Eclipse walked forward as Nightmarity closed the netherworld vortex. “Then, my loyal subjects and soldiers, the first phase of my plan to create a new Empire is complete! Tonight, we conquer Ponyville… and tomorrow, we strike out into both Earth and all Equestria!”

The cheers that followed were raucous. “But our final victory here is not yet won. For one more task—and set of opponents—remain. We will face them in due course, but as I’m certain we have some time before their arrival as they make their futile plans, I give you all leave to get to know each other properly!”

The cheers broke out again as she closed her eyes and smiled as the clock struck five with a loud series of gongs. “Don’t dawdle. For I await your arrival eagerly, Sunset Shimmer...”

Lady Requiem had just finished recharging her magical batteries, still marveling at the human music she’d heard when she abruptly blinked and stiffened, her jaw dropping open.

“Delta? What is it?” Sunset immediately noticed.

“It’s The Nightmare…” she explained, still openmouthed. “She’s gone!”

“Gone? How?” Sunset exchanged a look with Twilight, who was stowing her gear.

“I don’t know!” Delta said in a rare admission of ignorance; her power normally provided her the answer to such things but impossibly, she still found her ability to use it to learn information blocked. But the only way that could be is if… “It’s hard to explain. The Nightmare’s presence has disappeared, but her power remains!” she realized. “I don’t understand. It’s like she was ejected from a host but somehow left all her power in them. I don’t even know how that’s possible!”

“Huh,” Sunset considered the information carefully. “That might be good news. Even if she left her power in another pony, it’s a cinch they won’t be familiar with it. We might be able to use their ignorance to our advantage. I did study some dreamwalking and arcane anti-demon spells back in the day, so I might be able to get us past her. That will hopefully clear the way to Eclipse herself.”

“Even if you can, that’s only half the battle. We’ll have to use Delta’s power to hide me in turn so I can get close enough to get through Eclipse’s defenses and slap the amulet on her. Then and only then can we teleport the portal in and activate it, signaling our schoolmates to start their song. It’ll take perfect timing,” Twilight reminded her.

“Agreed. So we’ll have to lure her close. And if she’s even half as clever as you, how do we get her to do that?” Delta asked.

“Simple. We use live bait.” Sunset closed her eyes and smiled. “Namely, me. Eclipse knows I’m here, and she wants me. She also wants the portal’s location, which as of this moment, only I know.” She then teleported the portal away again, sending it far enough that neither Twilight nor Delta could detect where it rematerialized. “If it means endangering the portal, she won’t dare do anything to me. So I’m just going to go right up to her castle, and knock on the front door...”

Author's Note

And there you are. Hope you enjoyed The Nightmare’s defeat!

I wish it known that this has been--hands down--the hardest chapter of the story for me to write so far, not for sex but for everything that’s happening; so many different elements and characters to juggle. In fact, it’s one of the hardest chapters of anything I’ve ever written.

I initially tried to slip some major sex scenes in here only to find they didn’t really fit. But as I know folks are looking for it, and I’ve gotten somewhat away from it in recent chapters, what I’m going to do is this: the next two chapters will be heavy sex and provide the final interlude between the defeat of The Nightmare and the final battles with Sunset and Sci-Twi. You’ll finally get all your favorite and long-awaited pairings, and probably a few you didn’t even think of! Eclipse, Spike, the CMC and Cherilee will all be featured... and if you ask real nicely, Starlight herself!

Thanks as always go to my prereading crew, especially AJ_Aficionado this time, who was having a rollicking good time commenting on it. Still waiting on a couple prereads, but I’m posting this now as I’m already a day late with it. So there will likely be more edits and additions to it later. I’ll note any major ones in a blog.