“Now, just where the hay that did that filly get off to?” Applejack wondered aloud after Starlight had disappeared.

Twilight sighed and shook her head. She may not be a student any more, but she still has some things to learn about not doing things impulsively! It’s also really rude to just up and disappear like that... “I don’t know. I just know she’s not nearby or I’d’ve sensed her rematerialize. Trixie went back to her wagon, though. Guess we really should be nice and take in her Nightmare Night show later.” And she leaks energy when teleporting like crazy, otherwise she could double her effective range…

“Well, Starlight said she’d be back!” Pinkie Pie reminded them. “And she keeps her promises, so why worry about her? She’ll come when she’s ready!”

“Yeah, reckon you’re right, Pinkie,” Applejack nodded. “May as well start enjoying ourselves. Hate to lose both Fluttershy and Starlight, though…”

“You won’t have to!” A voice called out as there was an abrupt flash of light beside them, out of which popped Starlight, and…

“Fluttershy!” everypony exclaimed, amazed.

“Huh? What are you doing here?” Rainbow Dash immediately asked her fellow pegasus.

“And in costume, no less!” Rarity recognized her outfit immediately as being the same one she’d used to frighten them half out of their minds the previous year, an uncannily good imitation of her Flutterbat form from far away. “Does this mean you’ve decided to join us, darling?”

Fluttershy grinned in reply, showing a set of fake fangs that elicited a couple flinches. “I have! Thanks to Starlight, here…” she answered immediately, and in a surprisingly strong voice. “She convinced me I should come!”

“Convinced you? How?” Rarity asked as Twilight’s brow furrowed, sensing freshly cast magic on her normally bashful friend. “Not that I’m complaining, mind you…”

“Oh, she just said you all wanted to see me, and then cast this wonderful spell on me!” Fluttershy announced. “And all the sudden, I’m not afraid of anything!”

“Starlight…” Twilight’s jaw set. She also has to learn to NOT resort to magic to solve every little issue she encounters! “What did you do to her?”

“Nullam anxietatem,” Starlight announced to Twilight’s frown and looks of confusion from the others. “And only with her express permission once I explained to her what it would do.”

“And… what does it do?” An instantly leery Applejack likewise remembered how badly Starlight’s magic had all but reduced them to her servants before, waiting on her every whim. You know, if you were of a mind to, you could REALLY abuse that…

“It removes her fears and anxieties temporarily,” Starlight said evenly. “It’ll just last the night and then she’ll be back to her usual self by sunrise. Twilight will confirm that.”

Twilight gritted her teeth. “That’s true, but…”

“No buts, Twilight!” Fluttershy stepped forward, suddenly finding it far less difficult to be assertive. “She explained it to me, she asked me if she could cast it on me, and I said yes. End of story!”

Starlight stepped to her side. “You heard it straight from the horse’s mouth, Twilight. I did everything right this time. I asked permission, and this is a known and commonly-used spell, not a half-baked chimera of one like last time.”

“What’s a ‘chimera’?” Rainbow Dash blinked.

“It’s a…” Twilight began, only to stop and shake her head hard, refocusing back on the issue at hoof. “Okay, look. Yes, it’s commonly used… by psychiatrists, Starlight! It’s only supposed to be employed for severe cases of fear or anxiety where a pony can’t sleep or function without it, and even then only under strict supervision!”

“Um, Twilight…?” Fluttershy tried to break in, but Starlight spoke right over her.

“I’m sorry, Twilight, but I really don’t see what the big deal here is. It’s not a dangerous spell!” she continued to insist. “Hay, I’ve used it on myself once or twice before without an issue when I needed help to get through some tough times.”

“The point, Starlight, is that you’re not supposed to just cast a potent spell like that willy-nilly on one of your friends to bring them to a party they don’t otherwise want to go to!” she said in increasing exasperation. “Furthermore, it can also induce personality changes, and may cause its target to engage in behaviors they wouldn’t otherwise!”

“Excuse me, if I could just…” Fluttershy again tried and failed to get a word in edgewise.

“Twilight, you worry too much. Those side effects were only seen in a small number of patients and were fleeting anyway. It might even be that once she finds she can enjoy this, she’ll be able to do so without the spell! But look, if it really bothers you? Just dispel it. It’s not like I could stop you.”

Twilight looked to Fluttershy, and then back to Starlight. “I think I will, because I am really not comfortable with…”

“Twilight!” Fluttershy shouted, finally getting their attention. “Look, I understand you’re trying to protect me, but you’re ignoring the only opinion that matters here—mine!” she informed them all emphatically, her forcefulness startling them. “And I want to keep the spell so I can have fun with all of you!”

The group fell silent, now staring warily at her. “So… what was that you were sayin’ about personality changes there, Twilight…?” Applejack asked, giving Fluttershy a sideways look.

“Case in point…” Twilight replied through gritted teeth. “That’s it. I’m taking the spell away,” she announced as her horn started to glow.

“No!” Fluttershy insisted vehemently. “No, Twilight! And the reason is because you were wrong earlier when you said I didn’t want to come here—I do! I want to be able to enjoy occasions like this with all of you, but I couldn’t while I was afraid of my own shadow, and it felt like I was letting you all down for it! But now…? I can!” she said emphatically. “I want this, Twilight! Starlight made me the offer, and I accepted it! So let me be this way for one night! Let me be able to enjoy at least one Nightmare Night like all of you can!”

It was several seconds more before anypony spoke up. “Reckon she makes a good point, Twilight…” Applejack finally offered cautiously.

“Well-argued indeed, darling…” Rarity moved to stand by Fluttershy.

“Yeah, I think I’m gonna have to side with her myself there, Twi…” Rainbow concurred, alighting beside her longtime friend and placing a wing over her back. “And hay, I’d love to see her enjoying a Nightmare Night, finally!”

“Oh, me too! Me too!” Pinkie Pie added, pronking repeatedly. “I mean, for the first time ever, the herd’s all here! We’re going to have so much fun tonight!”

“Well, then… sounds like it’s unanimous, Twilight.” With some effort, Starlight kept the smug look off her face, knowing that if anything would induce her former mentor to override her friends’ wishes, it was that. “And I know you don’t approve, but I’m sorry, I still don’t think I did anything wrong.”

Twilight gave her friend and former student a look that said they were going to have a talk later. “Fine…” she conceded. “The spell stays. But only because Fluttershy says so!”

“Oh, thank you, Twilight!” Fluttershy exclaimed, and to Twilight’s great surprise, suddenly hugged her and kissed her, hard. “You’re a true friend!” she said as she finally broke the lip lock, leaving a shocked and blushing Twilight in her wake, her wings twitching.

“Well, now…” Applejack smirked, deciding she liked this new version of Fluttershy as the latter took off to look around, tugging an equally surprised Rainbow Dash with her to see what food and games were offered. “Reckon this is gonna be an interesting night…”

Two hours later, the Nightmare Night festival was in full swing.

As a full moon rose over the town—to the disappointment of all, Luna would not be present as she was attending a separate celebration in Hollow Shades, home of the bat-ponies while Discord was in Canterlot turning the Royal Gardens into a haunted maze—excited foals ran and to and fro, collecting candy from everypony and then depositing half at the reared-up statue of Nightmare Moon as an offering, later watching Trixie’s ‘Nightmare Night Fright’ show, playing games and gorging on what sweets they didn’t leave at the shrine.

Trixie’s performance was given some rather grudging approval by Twilight, acknowledging her wannabe rival’s steady improvement with magic under Starlight’s tutoring and that she was putting on a much more effective display than she could previously. After her show was done, Trixie then surrendered her stage so the attendees could listen to a typically spooky story from Zecora, who had dressed up as an evil enchantress (to be promptly serenaded by Pinkie Pie) and indeed dealt out some frights along with some of the alchemic effects she specialized in, to the delight of parent and foal alike.

By ten, however, the sugar highs of the latter were wearing off and the suddenly tired foals were ushered to bed by their parents, many of whom then returned for a far more adult celebration. Taps were opened and various ciders flowed freely, including at Applejack’s stand, where Big Macintosh had just taken over for her younger sister, having spent the last several hours indulging in his own favorite Nightmare Night activity—taking foals on hay rides through a haunted meadow at the edge of the Everfree, dressed up in a cape and green makeup as a banshee.

Somewhat to her surprise, Starlight found she was enjoying herself, playing games and earning plenty of accolades for her costume, even having her picture taken with a griffin who was in town and had joined in the festivities dressed as a soldier from the same period. Better yet, Twilight had finally stopped glaring at her, though perhaps seeing how good a time Fluttershy was having helped. The latter was spending most of her time with Rainbow Dash, who was introducing her to all sorts of games and activities—including her favorite, scaring other ponies; something Fluttershy’s bat-pony costume made her well-equipped to do.

“So I was meaning to ask you, AJ… why’d you go with that costume this year?” Starlight asked as they arrived to collect her from the cider stand, motioning down at her Timberwolf outfit.

“Ah. Well, funny story, that…” she grinned as she and Big Mac swapped out their sweet foal-friendly cider for something far more adult; their ‘special reserve’ cider made with a secret ingredient her entire family refused to share with anypony. “See, back when we was young ‘uns, Granny Smith used to scare us with stories how there was a timberwolf curse in our family blood from way back. Every Nightmare Night, she’d collect us and the other neighborhood foals ‘round a campfire and tell us how our great-great-great-great-great-great grandpa Apple Harvest got bit by one. She said that every full moon of October, he’d turn into a timberwolf himself and they had to tie him up and lock him away ‘til sunrise else he’d escape and start spreading the curse to everypony else!”

“OOooooOOooo… sounds scary!” Pinkie Pie pronked, having already finished off two sacks of candy and starting into a third. “And then what happened?”

Both Applejack and Big Macintosh chuckled at that. “Oh, then Uncle Adanac or later Big Mac here would jump out from behind the bushes in a worse costume than this and still scare us right out of our hooves.”

“Eeyup,” Big Mac confirmed, a smile visible behind his green face makeup. “And Granny also said that the curse might’ve been passed to any one of us and could emerge at any time,” he drawled, giving Applejack a wink.

Applejack chuckled but shivered. “Oh yeah… reckon Ah didn’t sleep much the first night after Ah heard that!”

“And did you truly believe that tripe?” Trixie rolled her eyes as she munched on a candy apple from the stand, plucking it and flipping a single bit into the open register. “Even as a foal, The Great and Powerful Trixie would certainly not be frightened by such an outlandish tale!”

“Oh, really?” Rainbow Dash spoke up as she swooped in beside her, an eager grin on her face, making a quick shushing motion at everypony, who looked behind Trixie and instantly realized why. “Then how about the one about being stalked and having your blood drained by the vampire batpony? You know, Trixie, it could be right behind you even as we speak!”

“Oh, please, Rainbow Trash. Trixie wasn’t born yesterday! There’s no such thing as—” the back of her mane suddenly stood straight up as a long and ominous shadow fell over her and she heard a soft and sibilant hiss right into her ear, hot breath washing over it followed by the brush of a nose. She yelped and whirled to see… a silhouette of said batpony hanging upside down from the roof of the adjacent stall, backlit by a firefly lamp but visible only in outline except for her glowing red eyes and bared white fangs as she then flared her bat wings, which looked real enough in the low light.

“AYYYIIIIEEEE!!!!!!” Trixie gave a schoolfilly shriek and instantly teleported behind Starlight, eyes wide as everypony else erupted in laughter. Starlight’s horn then lit up to illuminate… an upside-down and shortly giggling Fluttershy, her false wings and teeth revealed clearly in her horn’s light.

“Oh, how’d I do, Rainbow?” Fluttershy asked eagerly, her eye glow slowly fading to reveal her typically teal irises.

“Perfect!” Rainbow confirmed as she and Pinkie Pie rolled on the ground laughing. “You got a real gift for this, Flutters! You got Miss-Great-and-Powerful good!”

“Not funny! Not funny!” a flustered Trixie exclaimed, her cheeks red underneath her witch’s cap.

“Could’ve fooled me!” A still-guffawing Spike answered as he hopped down from the bench he’d been holding up the firefly lamp to backlight Fluttershy with, exchanging a high hoof with Pinkie Pie.

“Okay, I admit that was a good one. But um… how’d you get the eye glow?” Twilight chuckled herself before she turned and gave Starlight another baleful look, but Starlight only shook her head.

“I had nothing to do with this one, Twilight,” she promised with a grin, curious how it was accomplished herself given she didn’t feel a spell at work.

“She didn’t, Twilight! We got it from Zecora. ‘One drop of this and your eyes will glow. But the effect ebbs quickly so you cannot be slow’!” Rainbow Dash said, mimicking their zebra friend’s voice almost perfectly as she produced a small vial of clear liquid marked with a red dot, now half-empty. “She’s got all sorts of alchemic tricks like that, and she’s selling them at a discount tonight!”

“EeeeeeYUP!” Big Macintosh suddenly reared up and spread his cape, his eyes glowing green as he pinwheeled his hooves, this time causing Trixie to give a second schoolfilly shriek and leap into an equally frightened Pinkie’s arms. “Thanks, Sis…” He returned a green-dotted vial to her.

“Mah pleasure!” Applejack accepted it. “Got it from Zecora earlier this evening. Still a little left. Reckon Ah’ll save it for later, but since you were wondering ‘bout it… wanna see, sugarcube?” She offered it up to Twilight.

“Huh,” was all Twilight said as she took and inspected the vial, probing it with her aura to test its properties and then passing it to Starlight who did the same, leaving both unicorns impressed at what Zecora could do. “It’s clever and seems pretty safe. Still, probably not a good idea to be using this, Fluttershy. You’ve already got magic in your system and sometimes introducing alchemic agents to spells results in strange cross-reactions…”

“Seriously…?” Starlight asked as even Spike rolled his eyes. She just can’t let it go...

“Oh, you worry too much, Twilight,” Fluttershy waved her off. “I feel great! I’m having so much fun!” she exclaimed happily, hugging her again and nuzzling her, startling Twilight again. “Oh, I can’t believe I was ever afraid of this! It’s just wonderful!” She did a very Rainbow-like loop in the air as Applejack poured them both a mug of cider to take with them. “Thanks, Applejack!”

“Wait, Fluttershy!” a still-blushing Twilight called again in some alarm, plucking the mug from her grasp. “That anxiety spell comes with a strict warning: No Alcohol!”

“Twilight…” Fluttershy was starting to get visibly annoyed.

“Actually… this time, she’s right, Fluttershy,” Starlight admitted with a grimace, mentally kicking herself for not thinking of it. “No alcohol while the spell’s in effect.”

“Now don’t you worry your pretty little head there, Twi. Our special reserve ain’t alcoholic.” Applejack shared a wink with Big Macintosh, who gave her a knowing grin. “So drink up, sugarcube!” she invited, pouring a mug for everypony. “Limited supplies means everypony’s on a two-drink limit, and it costs thrice as much as our usual brew. But for all mah friends, this round’s on the house!”

“Thanks! But… what’s in it?” Twilight asked, sniffing it curiously.

“Family secret, Twilight,” Applejack answered but this time gave Pinkie Pie a look and wink, who giggled as if at a shared joke. “Just trust me when I say if we could’ve made nothing but this, Flim and Flam wouldn’t have had a prayer of winning that wager!” she said as mugs were raised in toast and then clinked together. “To good friends, to good times… and to all o’ us bein’ here to enjoy it!” the country mare offered the ceremonial toast with a look at Fluttershy, who smiled back.

“To the best Nightmare Night EVER!” Pinkie Pie added, and with that, they all threw back their drinks.

“So, still think casting the spell on Fluttershy was the wrong thing to do, Twilight?” Starlight asked as they walked, mug in aura, still marveling at how good AJ’s special reserve truly was, licking her lips quite happily. Wow, I don’t know what’s in it, but this brew of their really IS something else… “You know, I’d even lay odds that after how much fun she had tonight, she won’t even need that spell to enjoy herself here again!” she noted lightly, but wasn’t quite able to keep the smug look off her face as they trailed behind the rest of the group, chatting amicably between sips of their remaining cider.

“Maybe…” Twilight granted reluctantly. “But I still don’t like it. She could have had a cider or something alcoholic without us knowing and then...”

“And then, we would have seen the warning signs, dispelled my magic, and she would have been fine,” Starlight answered evenly, noting a slightly pinkish haze that seemed to be creeping in along the edges of her vision along with a growing feeling of mellowness—a by-product of the cider, perhaps? For not being alcoholic, that sure seems to be doing… something…?

With that, Twilight deflated. “Yes, I guess you’re right,” she finally conceded. “It’s worked out perfectly, and I’m glad. Sorry to be such a mother hen over this, but when it comes to Fluttershy...”

“I’m sorry… what was that?” Trixie needled, producing a prop ear trumpet with her magic as she asked the question Starlight was too polite to. “Did Twilight Sparkle just admit she was wrong?”

Twilight ground her teeth for a moment, then turned and grinned. “And did the Great and Powerful Trixie get scared by some fake teeth and prop wings?” she asked, causing the other unicorn to blush.

“Think she got you there, marefriend…” Starlight noted, then blinked at the slip. We were trying to keep that a secret!

“Marefriend?” Twilight echoed, put the pieces together and then turned to them in surprise. “Wait! You mean you two…”

Before a slightly flustered Starlight could confirm, Trixie confirmed it by pulling her close with her magic and giving her a kiss that took her breath away as the others whinnied and whistled their approval while Twilight’s jaw went slack. “That answer your question, Sparkle?” she turned to Twilight with a smug look, taking pains to flag her tail in Starlight’s face, who blushed.

“B-But…” Twilight was agape while the others laughed.

“Well, now… reckon Twi’s the only one who didn’t know!” Applejack smirked.

“But now that she does, I finally get to throw them a hook-up party!” Pinkie exclaimed.

“Wait… you girls know?” Starlight was mortified, yet strangely relieved.

“It’s been rather obvious for a while, darling!” Rarity rejoined, raising the remains of her cider mug in toast to the pair again. “And we couldn’t be happier for you both!”

“But… that’s… how does...” Twilight stammered, uncharacteristically fumbling her words. “How does that even work?” she finally got out.

“Oh, Twilight…” Rarity shook her head and chuckled. “You’ve been with your first colt, and yet you can still be so wonderfully naive!”

“Not all o’ us are lucky enough to have a second body and our own stallion, sugarcube. Ain’t nothing wrong with having some mare lovin’!” Applejack said, giving Rarity a wink and nudge.

Twilight stared at her friends in disbelief. “I meant…” She began to correct them, but a giggling and slightly swaying Fluttershy cut her off, approaching Twilight with uncertain intent.

“You mean you don’t know how mares mate, Twilight?” she asked in a tone approaching sly. “Between mares, it works... like this!” Without any warning, hesitation or shame, Fluttershy ran the tips of her feathers along the length of her friend’s marehood, causing Twilight to start and take a ragged breath.

“Fl-Fluttershy!” she exclaimed, her cheeks going pink and tail involuntarily flagging before she hurriedly clamped it back down over her privates.

“Whoa nellie!” Applejack shouted as as equally shocked Rarity put her hoof over her mouth and materialized a mask over Spike’s wide eyes, but a rose-cheeked Fluttershy was just getting warmed up.

“And for pegasi, it works like this…” she began to preen the leading edge of Twilight’s alicorn wings near their base, giving her grooming nibbles that caused her to gasp in unexpected pleasure and her wings themselves to quickly go embarrassingly rigid, rising to erection almost instantly, her feathers almost painfully splayed outwards and made even more sensitive for it, the display earning a few whinnies and whistles from passerby ponies. “...and this!” she began to gently knead Twilight’s flight muscles around the base of her wings with her hoof, causing them to quiver like jelly.

“Holy…” Rainbow watched openmouthed, her own wings threatening to go erect as she watched.

“Hayseeds…” Applejack finished for her, fanning herself with her stetson, but nopony moved to stop their suddenly amorous friend.

“Fl-Fluttershy…” Twilight’s voice was going shaky as her friend continued her efforts, suddenly keenly aware of all the eyes on her… and worse, finding herself quickly becoming even more aroused for it, her horn involuntarily aglow with excitement and suddenly unable to fly or focus enough to teleport away, her legs beginning to buckle beneath her as her pegasus friend expertly stimulated her wings, which she’d never even thought of in terms of sex before!

But Fluttershy wasn’t done yet, giving Twilight one final round of stimulation by running the tips of her feathers along the length of Twilight’s as she moved forward, causing a series of erotic and very exquisite shocks to go off like Minotaur firecrackers in them, driving her friend to her knees. “And for unicorns, you can always do… this!” She took Twilight’s glowing horn inside her mouth, causing Rarity to put a hoof to her head and faint. She was attended immediately by Spike once he’d peeled off his blindfold, sparing the scene a series of disbelieving glances while Pinkie Pie cheered Fluttershy on loudly, attracting even more attention.

“Best… Fluttershy… EVER!” Pinkie Pie shouted and stotted in glee. “Don’t you agree, Twilight?” she asked her friend, who couldn’t speak or move as her horn was simulated, and worse, felt a very public climax coming on, her glazed eyes falling on a stunned Starlight, who was being rubbed up against by an equally shocked but intently watching Trixie, a look of outright relish on her face.

“Yes, don’t you agree how fun it is to be made love to in public by your own friend, Twilight…?” Trixie teased her mercilessly, recognizing that the public setting was part of what was turning her rival on. “Trixie didn’t think you were that kind of pony, Sparkle! You know, if you’re not careful, you might just come right here… right now... in front of everypony!” she suggested slowly, emphasizing each word in turn, and the words combined with Fluttershy’s stimulation were finally enough to send Twilight over the edge.

Her normally-bashful pegasus friend released her horn as she sensed the impending climax, kissing Twilight deeply at the moment it hit, her entire body tensing and her horn then all but exploding in a spectacular shower of multicolored sparkles that was visible throughout the square, erupting repeatedly in a series of orgasmic pulses that announced her enjoyment to all watching and rained glitter all over her friends nearby... except for Rainbow Dash, Starlight and Trixie, the first quickly darting out of the way while the second quickly erected a shield around her and her showmare friend, not caring to be showered with her mentor’s magical climax.

“Wow, I didn’t know this was that kinda party!” A passing pony called out teasingly while the rest of the observers hoofstomped their approval as Fluttershy took a bow to them… and then stumbled hard, swaying heavily and threatening to topple over. Snapping herself out of her shock and the pleasant tingling sensations the sparks caused her skin, Applejack caught her only to be smothered with somewhat sloppy kisses in turn, Fluttershy reminding her friend through slurring speech of ‘how much batponies LOVED apples!” and immediately offering her the same treatment, drawing her long tail between Applejack’s legs for emphasis, causing the latter’s knees to go weak.

“Uh, Sugarcube…?” An increasingly alarmed and strangely aroused Applejack asked as Fluttershy used her sudden unsteadiness to pull her friend down into an embrace and then rolled up on top of her, proceeding to lay a line of kisses down her belly until she found and latched onto her teat! “Uh, Starlight? Little help here? This ain’t normal!” she managed in some panic, cursing herself for getting aroused, enjoying the stimulation and some part of her mentally willing her pegasus friend to go even lower.

“No kidding,” Starlight recovered her senses, recognizing from her increasingly drunk manner that something was happening to Fluttershy that went far beyond what could be explained by an anti-anxiety spell or a single mug of cider. Dammit, I thought AJ said that cider WASN’T alcoholic! “Party’s over! I’m taking her to Rarity’s place!” she announced as she put a hoof on an amorous but inebriated Fluttershy and teleported her away.

Author's Note

And so it begins, folks, though this is tame compared to what’s to come! For those of you who are wondering what’s happening to Fluttershy (and shortly everyone else!) the answer will be revealed gradually. Just trust me when I say I have it all worked out, and I’m actually working from a list of notes when I write these scenes. Suffice it to say, the fuse is now lit and the influence of the altered spell is already starting to spread. What altered it? What is it doing? Read on! From here on out, expect major clop scenes in every chapter, and a crescendo of kinks starting to build along with them...