Trigger warnings for: Plenty of gay along with some straight thestral-on-thestral and Highborne-on-Nightborne action, NC-turned non-NC, older stallions gangbanging a younger colt. oral, anal, vaginal, curse-compelled rimming and rutting, and even some earplay action.—Firesight

“Greetings and welcome, Princess Mi Amore Cadenza and Captain Shining Armor!” said a relieved General Nocturne, the overall Nightborne commander of the Canterlot Lunar Guard garrison as the royal transport appeared at the docking station in a streak of light, having ridden a ley line all the way from the Crystal Kingdom. “We are very glad to see you! From the most recent reports of the Castle, the situation is dire, and we fear we cannot contain this curse much longer.”

“We are aware, General,” Shining Armor answered shortly, now wearing his old Royal Guard Captain’s attire after having discarded the pirate costume he’d been wearing to the Crystal Kingdom’s Nightmare Night Ball. “We were briefed by Luna on the way over and diverted here from Ponyville to deal with this new threat. And if that bucking Blueblood had something to do with subverting my new security, I swear by Celestia herself that I’ll pound his prissy plot into the pavement!”

“Peace, my hot-blooded Prince,” Cadance answered, laying a calming wing over him. His anger was understandable to her. With Flurry Heart gorged on candy and sleeping after the sugar rush wore off, she’d been left in the overnight care and custody of her favorite “Unca Sunny”—her official Cystaller, Starlight Glimmer’s foalhood friend Sunburst—and her equally beloved “Unca Thory”; the friendly changeling known as Thorax, who endlessly amused her with his abilities to change into anything she wanted, including her favorite story characters.

Taking the rare opportunity that their foal’s absence and their choice of costumes provided, the pair had been enjoying some very rare personal time, engaging in some very private and very illicit Nightmare Night roleplay before receiving the emergency call from Princess Luna. “Be assured, we are fully aware of what is happening, Commander. Has this curious curse broken containment at the Castle yet?”

“Not to our knowledge, as by all reports, we would know quite quickly from its… effects if it had. But we fear it is only a matter of time, Princess,” the General confided, his feline eyes daring nervously, looking for any sign of arousal in his subordinates—or worse, Prince Shining Armor or Princess Mi Amore Cadenza themselves. “We lost contact with the Command Center just after they screamed it was about to be overrun. The containment shield around the infected wing can only be deactivated from within it. But once it is…” He swallowed visibly.

“It won’t matter,” Shining Armor promised. “We’ll throw up our own shields. If Sombra himself couldn’t break through Cadance’s, then neither can this curse, especially if her shield spell is backed by mine! Honey? We can’t waste time.” He offered her his hoof.

“You are right, my brave and noble Prince.” She hid her own concern for not just the City of Canterlot, but Twilight and her friends in Ponyville. Which was not to say she had no disappointment of her own at being taken from their roleplay session, where they’d been imagining her being abducted by Avian Harpies and then interrogated by the ship’s male crew and female Captain. “Keep your forces well behind us, General, and await Luna’s arrival. We will hold the Castle’s perimeter and seal it off until then.”

“By your command, Princess Cadenza and Captain Armor,” he nodded his head, not knowing what else he could do against a threat they couldn’t fight physically. “But, uh… what should we do if this curse gets the two of you?”

Shining Armor exchanged a glance with Cadance. He gave her an unseen wink before turning to the Nightborne commander, pinning him with his hardest Captain’s stare. “If it gets us, then you’re as good as tucked, General. Because knowing me, I’ll treat your regiment like an opposing army—I’ll trap you all in a shield spell and then go after the highest-ranked officer first!” he informed him bluntly, causing the General to flinch and his tailhole to pucker while his subordinates stifled snickers.

“And knowing me, I’ll make you all fall in love with each other, and then make love to each other regardless of age, rank, race or gender in order to corrupt the entire garrison,” Cadance added with a wink of her own, causing the chuckles to instantly cease as every thestral mare and stallion exchanged looks both anxious and appraising with each other. “So in that case, don’t fight it—just enjoy yourselves as all Equestria falls.” She closed her eyes and smiled, then took Shining Armor’s hoof and teleported them both away in a flash of light.

“That isn’t very reassuring,” the sorely unsettled Nightborne General muttered to his aide under his breath as he sensed the pair re-materialize a mile away, followed shortly by a glowing pink-and-blue shield dome descending over the entirety of Canterlot Castle.

“Oh, I don’t know about that, General…” his Highborne Executive Officer, Colonel Magellenic replied, affecting a flawless Trottingham accent as he’d been adopted and raised by the ponies there. “I always envisioned a glorious end should I fall in battle—surrounded by friend and foe alike as I go out with a bang!” He grinned at his own joke.

Several of the gathered thestral host chuckled openly, if slightly nervously.

For his part, the General gave him an initially unamused look, only to suddenly smirk. “Yes… yes. A most glorious defeat ‘twould be... for you, given that once corrupted by Shining Armor, the first thing I would do is go after my second!” He flared his large wings, making the size difference between them ever more evident to the assembled army.

The night was rent by peals of laughter as the intimidated XO fell silent, wondering if either he or his tailhole’s virginity would survive the night.

As the Crystal network of the Canterlot Command Center was hacked and the Night Guard garrison’s own communication gems were turned into conduits for mating auras and other spells, Major Borealis had never felt such intense terror—or excitement—in his entire life.

He felt all his deepest fears and desires dredged up at once, each feeding on the other, rapidly raising his arousal to all but unbearable levels.

He didn’t know what that latest spell the corrupted thestralcorns had cast was—he didn’t feel any immediate difference in himself other than his newly erect organ already pressing hard into his metal armor, which almost seemed to be slowly giving way before it—but he didn’t care as he felt the curse magic start to overcome him; directing him to surrender himself to the nearest stallion.

Sheer panic at being turned into a colt-cuddler overriding his surging passions for just a moment, the Major grabbed for the direct crystal line to Luna, one that used her own communication spell and not the standard castle ones, praying that made it immune to the magical hack. “Princess!” he shouted, not waiting for a response before continuing.

“The curse is loose! We can’t contain it! It’s about to consume us! Please help us!” he begged her in frantic tones before even that communication was cut and his command staff began slowly succumbing to the sensual spellcasting; the Nightborne Major feeling an impossibly great and yet not painful heat in his rapidly arousing loins as steam and smoke began to come off not just him, but the nether areas of every uniformed stallion and mare in the bunker!

No matter where he turned, he was bombarded with mating magic and increasingly unlikely images; as he watched—the normally-Nightborne stallion-loving Captain Andromeda and Lightborne mare-preferring Lieutenant Milky Way locked eyes with each other and began moving slightly stilt-legged towards each other. The fabric parts of their enchanted armor somehow ignited from the inside out and burned off them while the metal plates that were supposed to resist physical and mystical attacks alike began to glow, sag and buckle around their most intimate areas, as if being melted from within!

“What’s… happening?” he asked as he clutched his head and closed his eyes, trying to shut it all out. It was only then he felt it happening to his body and armor as well; the edges of his tunic began to disappear into smoke as his steadily lengthening organ reached and surpassed what had previously been its eight-inch maximum length. To his growing excitement and horror, his thinning belly armor gradually gave way before it; he heard a hot sizzle beneath him and realized it was coming from the point his swelling thestralhood was pressed hard against the outside of his armor, its very presence burning through it like an erotic acid.

It was the same for all his subordinates as well; the more they were bathed in the impossibly strong mating aura the more uncontrollably aroused they became, and the more the protective armor that was their only defense against the curse corruption weakened. They sagged and then sloughed off their flanks and lower bellies, not so much melting as seemingly evaporating; metal vaporizing and fabric burning off them with pinkish-red flames. Both gradually disappeared into different colors of smoke from where their erogenous zones were hidden out to reveal teats and sheaths, rapidly swelling apples and erecting organs as well as obviously aroused marehoods, gradually baring and exposing them to not just the curse magic…

But, he realized with a fresh surge of panic, to each other!

“No... “ he hissed out the word through clenched teeth as he found his eyes locking onto each quickly forming couple in the room, as well as several larger groups! His eyes lingered most closely on those officers he knew and liked best, most notably the stallions of the group, drinking in each of their expanding stallionhoods in turn.

In shock and renewed panic, he tore his eyes away only to find them drifting immediately back. “Can’t give in… resist… don’t rut!” he pleaded to his command garrison even as wings, ears, teats and male organs were rapidly going erect all around him, removing their ability to fly or do anything except rut.

“Can’t… stop…” the normally mare-and-Lightborne averse Andromeda said around a mouthful of one of Milky Way’s newly lactating teats. Its surrounding mass had already swelled to twice its original size, while its owner stared at her new Nightborne lover in disbelief; her cheeks flushed and marehood winking, more aroused by the unlikely act and partner that she had ever been.

“Don’t want to stop…” Milky Way agreed as she pulled the smaller dark-furred mare on top of her and began eating her out with abandon, eliciting a moan as the treatment was soon returned. “Never… knew… Nightborne mares... tasted so… good…” she noted between licks.

“S-someone help us…” Came a shaky plea from a trio of cringing colts in the corner of the room where the communications gear was, the three now fully erect and almost completely exposed. The widening gaps in their evaporating armor drew instant attention to their still-swelling masculine attributes; expanding apples now well beyond apple-sized and organ lengths already putting anything in Playmare’s bat-pony bonus edition—not that I’ve ever looked at such a thing! Well, m-maybe that one time? Major Borealis admitted—to shame.

“Someone stop us!”the leader of the group, Second Lieutenant Noctilucent, further begged as their eyes kept landing on each other’s assets, their muzzles beginning to water and lengthening shafts beginning to drool. They’d always been good friends, playing a long-running Ogres and Oubliettes game during their days off; it had even been rumored they’d been swapping mares between them. “If this doesn’t stop, we’re going to… to…!”

The words were not finished before his subordinates could restrain themselves no longer and launched themselves at their commanding officer. Private First Class Pinot Grigio locked lips with him while Staff Sergeant Pencil Pusher, a rare earth pony member of the Night Guard whose tufted ears betrayed some bat-pony blood, nosed his enlarging apples from behind and began licking them lovingly before finding his nose and muzzle drawn upward, following the vertical ridge of his perineum to the opening it led to!

His eyes were filled with both desire and dull horror as he began to helplessly but lovingly lick and kiss at the half-hidden orifice there, the remainder of his superior’s flank and dock armor melting away at the contact with a series of smoky violet wisps into the air as he kissed the puckered surface. He then obeyed the unbearably strong impulse to grind his tongue in deeply, causing Noctilucent’s legs to buckle and his tail to flag hard aside as he continued to make out with his Highborne enlisted technician in front of him; the three no longer able to talk as their muzzles were fully occupied.

“But… that’s...” It was only then that Borealis realized he’d been staring fixedly at the threesome, mentally urging them to do it. His own knees buckled as he watched the unlikely and utterly taboo oral stimulation occur, licking his lips and feeling his own orifice pucker and tingle as the three longtime colleagues began to consummate their friendship in the most intimate and unlikely manner imaginable.

The sight increased his arousal even further and evaporated ever more of his enchanted armor until the tip of his organ, now three inches longer than it had ever been, melted right through the previously impenetrable protective plating until its head stood exposed beneath his belly, no longer able to be contained inside even if his armor remained intact. It quickly pushed even further out into the open air, advertising his surging excitement for all to see.

“No… f-fight it…!” he ordered himself, but his body would not listen as every touch, every breeze, and every sight around him seemed intended to excite him further. It was less to his relief than agony that there was nobat—or pony—there to help him as his ample applesack shortly burned through his armor as well, its enlargement bulging it outwards until the magical metal of his codpiece melted right off it; the area of exposure growing slowly upwards towards his tail and outwards over his flanks.

“Enjoying yourself, Major?” Concord’s mocking voice called over the intercom. “Because we certainly are! Hope you like these Neighpon-inspired enchantments, too—if you’ve never read Mating Monastery, I highly recommend it, since that’s where we got the idea of evaporating armor from! Now, I know you’re eager, but be patient!

“We’re taking care of business outside, but we’ll be with you in just a minute! So as much as you may want to, don’t let your pretty plot get plowed until then!” he snickered as Concord felt another wave of unreasoning fear wash over him along with a surge of desperate desire at the threatened act.

“No!” He managed one last effort at defiance before his long-suppressed and immensely magnified passions overwhelmed him. His entire body overheating and his head feeling like it was melting as he contemplated his own conquest and conversion to colt-cuddler, his helmet shattered into shards which then evaporated into the air, removing what little protection remained for his mind and fragile psyche.

Its absence allowed the corruptive magic to surge into his brain and body even quicker, removing all remaining thoughts of resistance. Awaiting his fate, he cast his glazed eyes about looking for more stallion-on-stallion action among his staff. He shortly found it as he then heard a succession of weakened armor metal plates fall with a clang and a shower of sparks as Pinot Grigio’s organ was fully freed and he then reared up to claim Lieutenant Noctilucent’s muzzle, whose continuing shock did not stop him from accepting and then suckling it, nor from resisting as Pencil Pusher did the same from behind him, rearing up to claim his loosened and slickened anal orifice.

The young Earth Pony swiftly found the mark and pushed in with delicious ease despite his untapered head, quickly claiming the Nightborne officer all the way to his medial ring while half of Pinot’s plump shaft likewise disappeared within his muzzle, working its way down his throat. The two enlisted stallions then began making out over their superior’s head as they pounded him from both ends, moaning and thrusting all the while as Borealis could only watch spellbound, falling back on his haunches into his command chair and reaching down to stroke his own half-free phallus to the sight.

It only engorged and grew further at the stimulation, removing more of his armor. His entire organ short of his sheath itself was soon visible; edges of the metal still slowly melting into the air itself as the effect slowly worked its way up the sides and outward from the base of his shoulders to expose not just his wings but his quivering flight muscles directly to the corruptive mating aura; he had to lean back against a console as he felt himself go faint and in danger of falling; so intense was the tingling now present there.

Within a minute, all around him was utter insanity as most of his staff had shed the bulk of their armor and uniforms and were openly intimate or outright rutting. Milky Way and Andromeda were now a naked dark-and-light swirl on the floor while even the no-nonsense and stallion-disdaining Nightborne Mare-at-Arms, Sergeant Major Morning Star, was affected, quickly becoming the center of attention of an entire squad of her sentries.

To her credit, she resisted the curse longer than he had, but she finally succumbed to her wings and ears being nibbled on, allowing herself to be pulled down onto her back against a Highborne stallion whose tapered tip shortly found her tail and pushed inside, causing her slitted eyes to snap open and jaw to gape even as she spread her legs wider to allow it easier passage. Two other Nightborne colts under her command claimed her marehood and muzzle while the mares of the group began nursing her teats and nibbling her wings as she could only whimper and weakly writhe.

Though undeniably erotic and lucid, Borealis found his eyes drawn past her sexual subjugation by her subordinates. His gaze then fixed on the sight of Private Pulsar, a late-blooming teenage Highborne barely out of basic who was both sorely aroused and being stalked, trying to flee his numerous pursuers despite his stiffened wings and crumbling armor.

Respectful, obedient and earnest in his duties, he was well-liked by all, but it seemed to work against him now as he earned the attention and desire of other, much older and larger soldiers.

“Look at those long ears peeking out from his golden mane! He is a creation of the divine!” Nightborne Corporal Crossbow Cock declared reverently, his eyes fixed on the colt’s six-inch-long ears which he immediately tried to hide, only to find they were as erect as the organ beneath his belly, which only grew further at the attention he was garnering.

“You’re right! He’s a slice of Luna right here in front of us! I don’t know if I want to split him open first while he whimpers my name or openly worship his angelic auricles!” A second and even better-endowed Nightborne stallion, Private First Class Prodigious Pike declared. Like all Nightborne, the pair were predisposed to love large ears like Luna possessed, believing them to be a gift of the Moon Goddess herself as they slowly approached him, their organs erect and growing as the eyes of the ears’ owner darted back and forth between them.

It was then that a third, even deeper voice was heard as behind them, Major Borealis watched spellbound. “Buck that! That private’s tight, little teenage pucker is all mine! And I’ll fight this whole room if anybat says otherwise!” the ranking member of the group, Star Sergeant Lunar Longlance warned, baring his lengthening fangs along with his exposed organ.

“You two can slobber on his ears all you want, but I want the real prize! I got sixteen inches of stallionhood to your twelve and fourteen, and this hot little colt is going to feel each one of them tonight! I’m going to wear that tail like a glove!” he proclaimed as the fresh-faced young colt whimpered and went weak-kneed to hear himself discussed like he was a piece of meat, suddenly and sorely regretting lying about his age to join the Lunar Guard four years early.

“N-no…” Cornered by the three large Nightborne stallions, who he’d heard—but discounted as mere rumor—enjoyed rutting young teens on their traditional Callisto Call hunts, he pinned himself to the wall in a futile last-ditch effort to forestall his inevitable capture by the trio of enormously endowed and utterly enamored Nightborne. “Pl-please…” Despite his own words, his mouth gaped open in invitation at the sight of the increasingly impressive male organs, revealing his long, slender tongue resting in a pool of saliva while beneath him; his rigid bathood had already burned through his armor and announced his arousal as it drooled openly onto the floor.

“Hey, save some of him for us, Sergeant!” A fourth stallion arrived and then a fifth, both Highborne Corporals as Major Borealis stared at the scene in rapt attention, mentally urging them all forward—he had discovered the colt’s true age some time earlier, but had not reported him out of pity, not wishing to lose such a good worker and promising young recruit. “There’s enough of him for everybat!”

The nervous but sorely excited colt slid slowly up against the wall until he was back upright with his ten-inches of stallion meat sticking fully-erect up in additional enticement at his hungry hunters; suddenly all he could see were their eyes glowing with the reflecting light of the mating magic the communication crystals emitted, as well as their steadily expanding organs beneath their belly.

He gulped and brushed uselessly against his short-cut blond mane, trying in futility to block his ears from sight, unable to make himself less obvious. As if to deliberately betray him, his ears responded to the corruptive curse magic they absorbed by quickly doubling their size, growing to over a foot in length!

He felt on the verge of fainting; his heart pounding in his head as he saw their eyes go wide and ever-more immense organs twitch. “G-guys… p-please! D-Don’t do this—I’m too young! I l-lied about my age and I-I’m only fourteen! If you don’t—”

But far from dissuading them, two of the Nightborne stallions pounced as soon as he mentioned his true age, roughly shoving their tongues into his mouth as he squeaked with startled pleasure. They ran their hooves through his crewcut hair, stroking the base of his enormous ears gently as his mane began to slowly grow out like a mare’s.

He reeled from the stimulation, his long-denied fantasies of being worshiped like Luna herself being so suddenly and unexpectedly fulfilled. But they’d only just gotten started as a blast of hot breath in his ears heralded the wet and slippery presence of a pair of growing tongues massaging the cochlear part of them. Their frenzied slurps were magnified a hundredfold as he slid lower and lower against the wall, unable to stand against the erotic assault and fierce sparks of pure pleasure until he was lying belly up on the cold metal floor.

Seeing his pale, throbbing, pink member exposed and painfully erect before him, the fifth stallion licked his lips with lascivious intent, hesitating only briefly before diving atop it, taking it down in his muzzle to the teen’s bulging and ever-expanding orbs.

Pulsar squirmed and squealed in their unyielding embrace, unable and increasingly unwilling to escape his sensual sentence. Awash in rutting rapture, his only wish as they skillfully licked and nibbled away at his flagging resistance was for the Stars’ intervention to give him everlasting endurance—to somehow magnify the greatness of his fall in the eyes of the cosmic order! But alas for such dreams, his eyes crossed and his hips bucked, emptying his seed into the eager maw of the Nightborne bobbing atop his slickened shaft, finally surrendering fully to their aggressive affection.

The five relented in their assault only briefly as the young teen transformed; his mane growing out and features becoming even more feminine; his ears and teenage bathood stabilizing at a full fifteen inches in length. Saliva dripping from his ears and organ as well as the maws of his ravenous conquerors with a reflected glow as bright as the North Star, at that moment he wanted nothing more than to cuddle with them and bask in their warmth, be worshiped as the foal of the moon goddess herself!

But they had other plans; debt to be repaid for their kindness as lustful growls build again in their throats. The sounds caused him to shiver as they resumed molesting him in earnest; the thrill of being both dominated and desired quickly brought the young Highborne teen to full erection once more!

“Flip that foal over! We’re each getting a ride on the Pulsar Express tonight, gents!” Sergeant Longlance, the largest and best-endowed of the stallions said as his comrades cheered lustfully. They rolled him over with ease, exposing his puffy and virgin stallion entrance which quivered and danced in anticipation, his tail moving automatically aside

“Tuck him…” Major Borealis commanded them in a hoarse whisper as he frantically stroked himself to the sight from his command station, barely aware of the rest of his armor falling free or evaporating, removing all his military accouterments. He then slapped a crystal control, patching him into the command center intercom.

“All of you! Tuck that teen!” he commanded. “Take that muzzle and that tail! I want to see at least two organs inside of both!” he further instructed, ready to orgasm immediately from the idea alone.

“Yes, sir!”The five startled stallions chorused as one; Sergeant Longlance pushing his way into Pulsar’s rear while Corporal Crossbow Cock pulled the young teen’s head down on his organ, forcing him to orally pleasure his dark-skinned shaft. Obeying their commander, a second stallion added their effort to both ends but the altered Pulsar accommodated them all as the fifth stallion straddled and then lowered himself on top of him, accepting the young Highborne’s organ inside of him.

Borealis nearly came to the sight of it again as all his fears and thoughts of resistance had fully ceased. A glance at the monitors showed that his sentries and patrolling forces were also being corrupted; he saw that Blueblood had been left in the midst of one group, who had been unable to resist his alluringly effeminate bat-pony body, while his former Commander was doing the same with another group, converting four Nightborne and one Highborne guard at once.

Their bodies visibly altered as they climaxed, the eruption of energy from them vaporizing what few scraps of armor they had left to take on the same stronger, sleeker and slightly furrier forms that the original four curse carriers had, and even more incredibly, their sexual organs reached enormous proportions as even the mares acquired thestral stallionhoods!

The sexual energies finally consuming him, his final lucid thought was that he’d been trapped in one of the more lurid and erotic adult Neighponese comics his friends had passed around when he was a teen. But the idea was interrupted as a series of cries announced a succession of climaxes that rippled through the Command Center, causing the same series of transformations he’d just witnessed among his own former subordinates. The process resulted in most of them taking the same far more predatory size and appearance, and shortly, he was the only unconverted pony left in the entire room!

“Good morning, Major!” As if on cue, Concord’s voice was heard again through the still-glowing communication crystals as they then turned their hungry gazes on him. “Sorry to keep you waiting, but we had some chores to do! So now, if you’d be so kind to let us in, I’ll be happy to give you the treatment you deserve!”

“That I… deserve…” he echoed. His enlarged organ throbbed in anticipation as his hoof moved of its own accord to drop the Command Center shields and allow entry to the once-secure sanctuary. “Only… want… Concord…” he informed the disappointed command staff as the door opened in strode four large and powerful thestralcorn males, a smug and very satisfied Corporal Concord at their fore.

On the outskirts of Ponyville, two centuries of light and dark-furred thestrals descended, being careful to keep out of the rain while remaining neither upwind or downwind of Ponyville; the former to prevent their arrival from being scented by the sensitive noses of the more predatory conversions and the latter to make sure the curse-charged air over the town could not affect them.

Their appearance was very disconcerting to Twilight, doubly so as she was surprised to recognize doppelgangers of students and instructors she’d known at both Canterlot High and from earlier at Crystal Prep. She wasn’t certain what to make of the fact that the former were almost exclusively dark-furred while the latter were the less common light-furred, but seeing alternate versions of former and current classmates in them made things only more unnerving and even frightening.

Despite that, she felt Midnight leer at their exotic and alluring predatory forms even as she had to stifle an urge to shriek at their slightly demonic appearance; at their glowing eyes and bat-wings that seemed completely incongruous on a pony body.

At their forefront was what she could only call a robed thestral alicorn, with large bat wings and an extended horn, to say nothing of what looked like an impossibly large futahood that gained Midnight’s immediate attention and even Twilight had trouble looking away from. She all but radiated power and something else Twilight couldn’t quite quantify; even Midnight took note of her magical strength as it was all Twilight could do not to step back from her or cower behind Sunset.

Sunset herself, however, was not so perturbed by the new arrivals. “So that’s the High Priestess…” she murmured in some wonder, then turned to Twilight. “The Lightborne thestrals, or ‘Highborne’ as they call themselves, worship not so much Luna, who they see as merely an aspect of the divine, as they do the ‘Twisting Nether’ which connects all realities and dimensions together—an endless galactic highway that can send you anywhere, assuming you know the way. They have a religious leader known as a High Priestess, whose title, powers and memories are passed in a line of succession from one ruler to the next.

“She is the culmination of all Highborne wisdom and is said to be the only living creature privileged to have traveled all the known roads through the heavens,” she explained, knowing that simply offering up some new knowledge to Twilight was often the key to keeping her calm and Midnight quiescent within her.

“I know they look like Alicorns, but the term for unicorn thestrals is ‘Thestralcorns’. They’re normally quite rare. They’re not as powerful as Celestia or Luna, but the average Thestralcorn is a far stronger mage than the average unicorn. And the High Priestess is the most powerful one of them all,” she concluded as the large female landed before them, her glowing pale pink eyes roving over them with what Twilight couldn’t help but feel was more than a simple appraisal.

“Greetings, honored friends. I have been briefed by the Moon Princess as to the crisis and my role in containing it. I assume she told you to expect me.”

“She did indeed,” Delta Requiem answered coolly, “but only over my objections.”

“Delta Requiem,” the newcomer acknowledged the pegasus mare with a strained smile accompanying a low if slightly forced bow. “I trust we may put aside our past and mutual dislike for the sake of our mission?”

“Juniper Neptune,” Delta Requiem nodded back as she answered in the same disdainful vein. “The Princess instructs me to work with you, so I will. But we both know the history of your line and how many times you and your predecessors stabbed Equestria in the back—or me. Know if that if you do so here…”

Juniper Neptune’s albino-pink eyes narrowed as her bat wings flared wide in warning. “My predecessors are not me. Despite what you may think, I would never betray the Lunar Crown. And idle threats do not become you, my former mistress and Bard of the Royal Court,” she said to the shock of many.

“You should know by now my threats are never idle, my former infatuation and High Priestess of the Highborne,” Delta replied in the same vein with a lowered head and flared pegasus wings of her own. “If you betray the Princess as you did my trust, you answer to me.”

“Excuse me…” Sunset took a breath and stepped between them, gaining their attention. “With respect to the both of you, I don’t know your history, but this is not the time. We have a job to do, and every moment we delay is another the curse can spread.” She looked pointedly between them both, then turned and bowed low before Juniper Neptune, who she recalled from her long-ago studies was both a head of state as well as a religious leader.

“Greetings, High Priestess. I am Sunset Shimmer, former student of Princess Celestia. I know of your abilities and station from my tutelage under her. There was even a time I considered seeking you out in hopes of increasing my power.”

The High Priestess regarded her for a moment, slitted pink eyes appraising her before favoring her with a nod. “Your respectful manner is noted and appreciated, Sunset Shimmer… as is your interest in my teachings. Unfortunately, I would have been forced to turn you away, as non-thestrals have never been permitted to receive our training. Or even enter the Temple of Karabor—with the sole exception of Lady Requiem herself, who I could not keep out even when I wished to.” The imposing Thestralcorn gave Delta another glower, who smirked.

“That said, I know of you as well, as your initial passage to the human realm was noted by the Twisting Nether itself. I admit I am curious about that realm, but such idle interests can wait for another time.” She then turned and looked at Twilight, who cringed slightly before the larger female even as Midnight studied her in great interest, noting again the impressive male attributes still visible beneath her belly and wondering how she had them.

“How interesting. You bear the appearance of a younger Princess Twilight, and yet your underlying aura is quite human. You are therefore her counterpart from the human realm,” she deduced to a sudden interest from the thestrals around them. She then squinted. “And I detect a second spirit within you. Also human, but a far… darker one.” She looked more intrigued than worried.

“As you say, questions for another time,” Sunset quickly cut her off as Twilight cringed anew, wondering if she was an open book to everyone in the pony realm while Midnight preened within her. “As per the Princess’s orders, we need to establish a quarantine of Ponyville before Twilight and I carry out our plan to infiltrate the Friendship Castle and attempt to cure the curse at its source—Princess Twilight herself! Can you do it?”

Juniper Neptune closed her eyes and smiled. “Of course I can... with the help of my fellow thestrals, both Highborne and Nightborne alike,” she promised, telepathically directing them to take positions all around the periphery of Ponyville at a distance of three miles from the town center, further masking them from detection and infection with a succession of her own spells.

Within minutes they reported they were ready as she cast a spell and a magical beam suddenly shot from her horn, going from bat-pony to bat-pony, causing their eyes to glow and their forms to become suspended in the air. From their circular formation, a shimmering violet dome grew that reached up from the sides before curving inward to form a broad and impenetrable bowl over all of Ponyville.

“Impressive,” Delta Requiem grudgingly admitted, finding it could even repulse her spellsinging probes. “So tell me, how does it work?”

Despite the fact she was focusing on her magic, the High Priestess answered. “’Tis the same spell that my predecessor, Juniper Neptune the twenty-first, once used in an attempt to seal off access to Thestralslovakia during the Great Pony/Gryphon War. It prevents passage of all sapient beings but full-blooded thestrals while still allowing animal migration,” she explained.

“Though it proved impossible to maintain over such a wide region, or limit to Highborne passage alone as my ancestors wished, ‘tis in fact quite easy to impose over a small town such as this. A variation of this spell is in fact used on the Temple of Karabor.”

“But you said it would admit other thestrals? Many of the curse conversions in Ponyville are to thestrals!” Sunset protested.

“I said full-blooded thestrals, Sunset Shimmer. Those infected are in fact a curse-altered combination of tribal bloods mixed occasionally with other races outright. Such... impure beings will be detected and blocked. Thus, even those who gained thestral attributes will not be able to pass my barrier. Or even approach it,” she promised, and the truth of her words were proven when a few outside-flying thestrals and dragon-pony conversions sensed the new arrivals and attempted to approach them, intending to convert them only to be immediately repelled; bodily flung backwards from the barrier in a manner reminiscent to Sunset of magnetic repulsion.

“But... won’t my counterpart detect this?” Twilight asked uncertainly, studying her readouts and finding that, once again, the Thestralcorn priestess was wielding an exotic form of magic she was unfamiliar with.

“No doubt she will, Twilight Sparkle of the human realm,” An unperturbed Juniper Neptune replied, her eyes still closed as she concentrated on her spell. “You can be certain she is already aware of both it and my presence, as neither myself nor such a massive magical construct can be masked. And given time, her skill with magic means she might well find a way through it. But I am not here to defeat her. Only to hold her and her corrupted ilk back until the Lunar Princess returns.”

“With any luck, she won’t have to,” a determined Sunset said. “It’s time, Twilight. The barricade is raised and our friends back home are waiting to strike up a song! So let’s go in and end Eclipse’s reign…”

By the time Major Borealis, longtime officer of the Lunar Guard and seen as a rising star within it, lowered the field of his own accord to allow entry of the newly converted Thestralcorns who promised his own corruption, he was more than ready to be rutted. In fact, after all he had experienced and seen in the past few minutes, he had never wanted anything more in his life!

He felt his stomach flutter and legs go weak as he saw Concord enter and knew his promised conquest was finally at wing. Unable to speak for his ragged breathing and fevered fantasies, he was able only to shake and sweat at the sight of him, less from fear than the prospect of imminent and sorely needed release.

“Hello, Major Borealis. Glad to see you’re not only unconverted, but ripe and ready for me.” Concord licked his lips at the sight of him as the other three thestralcorns snickered, and were shortly followed in by the rest of the already converted garrison, which included a wingless, feminized Blueblood and an equally effeminate but still-aroused Colonel Stargazer on magical leashes. The pair eagerly accepted every grope and lick given them by the transformed sentries they’d converted, and they were looked upon in fresh interest by the newly corrupted Command Center staff as well.

“I admit to some disappointment, though. I was really hoping you’d still be fighting it so I could break your will and break you in properly! It’s my own fault, though—guess we shouldn’t have wasted time on converting those three Plainclothes Security Division pegasus mares who barricaded themselves in a maid closet.”

Concord then bodily picked up Borealis in his new aura and moved him off the command seat, taking the opportunity to magically feel up his rigidly erect wings and quavering flight muscles as he set him aside, earning a series of pleasured twitches followed by a very needy moan. “Then again, they’re not pegasi mares any longer!” he said with a nod to them, two of them rearing up to mount the Prince and Colonel with their new stallionhoods, bat-wings flaring in arousal and dominance over them while the rest of their newly converted comrades cheered.

“Stop bragging, Concord! I was the one who tucked them!” Private Spring Air pointed out, preening a wing.

“We tucked them!” Private Penumbra corrected as he took in the new conversions around them, taking a particular interest in Private Pulsar. “And they liked me best!”

“Yeah, but I was the one who found and fondled them first!” Sergeant Riesling boasted with a hoof on his chest.

“Stop fighting over us, all of you!” the third mare ordered as she abruptly took hold of Reisling, twisting his forehoof and then throwing him into a wall, pinning him with a foreleg and wing lock before pressing into him from behind. “And converted or no, we’re going to pay you all back for this!” she all but purred as she licked the base of his wing and her new organ lifted up his applesack from below.

“Promises, promises!” he said huskily as he reached back with his magic to grope her mammaries and spread her marehood lips, causing her to draw a breath and her focus to falter as his sensitivity spells took effect and he anchored a magical construct in the form of a large phallus to the floor, pointed directly at her newly expanded opening.

Her cheeks flushed and slitted eyes darted behind her as she recognized his intent, her body betraying her to his touch yet again. “Sorry, filly, but I know all your mental and physical weak points now, including how badly you want to be overcome!” the former Sergeant reminded her as he extended the construct until it parted the lips of her marehood, earning a sudden surge of sunflower-scented honey and an involuntary buck of her hips.

Her legs faltered at the contact and she fell back immediately and fully the phallic shape, which he linked to his own organ as she began to hump it helplessly, gritting her teeth the whole time and swearing sensual vengeance even as she erupted her new seed high into the air; Riesling magically fondling her mammaries the whole time and pressing them into the base of her organ as she came.

“Boys will be boys,” Concord said in some amusement as whistles and whinnies erupted around them. He then strode to the elevated area in the middle of the room and sat down in the commander’s seat. “But down to business...”

The chair was too small for his newly panther-sized form, but he altered it with his magic into a near-throne as he sat back upon it, leaving his sixteen-inch stallionhood and mango-sized seedsacks hovering before a drooling Borealis’ muzzle. His nose twitching at the scent, the Major began to tremble again as the musk and mating magic coming off them soaked into his senses and made him dizzy, reducing his world and sole purpose in life to accepting and exploring the magnificent masculinity in front of him.

A masculinity whose owner had conquered him from afar and turned him into a raging colt-cuddler.

A colt-cuddler whose conversion that would not be complete without Concord claiming him and turning him into his own private tuck toy!

He stared. Hs muzzle watered. He felt himself drifting closer until finally his nose pressed into the gap between his subordinate’s apples and sheath, reveling in its size and scent, finding he wanted to love and make love to them forever! “They’re all yours! Now get to work... sir!” Concord ordered him like he was the superior, and Concord instantly obeyed under the light of the other male’s otherworldly powerful mating aura, which had alone sufficed to reduce him to his current state.

In truth, he didn’t need any more of it as he was already too far gone; aroused beyond all reason and measure and mentally surrendered to the corruptive energies clawing at him. Tentatively at first, he nuzzled the intimate male areas, a wave of heady pleasure passing through him at the illicit stallion act he had never before performed. He licked them once. Then twice. And then with increasing abandon as he found he couldn’t get enough of their mass, taste, or musk, giving oral attention to his sheath and swollen seedsacks in turn.

“There’s a good Major…” Concord told him slightly breathlessly, laying a hoof on the back of his head as the smaller male moved upward to worship his new master’s resplendent rutter while the now-corrupted command staff about him continued to cavort and shout encouragement, quickly discovering what additional pleasures and outright enchantments thestralcorn horns could impart as they were magically probed and pleasured by them.

In the end, Borealis stood up on his hind legs before Concord, his stiff wings providing at least a little stability as he found himself compelled to hug the enormous organ to his chest and face, stroking and licking every inch of it, revering its size and pure masculine power.

He needed it inside him—he wasn’t complete without it inside him! But he didn’t dare make a move until he was ordered to, and feared he lost his chance as the Corporal arched his back hard and his organ erupted with a loud groan, showering him with copious amounts of hot and sticky seed. Surprised, he fell back from it, gratified but disappointed as he licked at it hungrily, the taste and gooey texture leaving him wanting even more.

But to his relief, Concord’s organ only barely softened and his applesack swelled again almost instantly, quickly readying a new load. “Now that’s a pretty picture, Major—look at you, all covered in spunk! I really do think that’s your natural state! Just wish I could take a picture…”

“We can!” Penumbra reminded him, picking up a crystal recorder from a nearby console and turning it on, pointing it at the pair. “I say we broadcast this later to the General’s forces outside to let them know what’s going to happen!” he suggested to sounds of eager agreement from the other thirty converted bat-ponies present.

“I like the way you think, Private,” Concord agreed as his organ quickly reached full rigidity again. “Then be sure you get this!” he bodily picked up the major and turned him around so he was facing their impromptu audience; Borealis felt himself shake and grow even more excited as he saw their eyes on him, taking in his seed-covered state and witnessing his sexual subjugation!

“Time to get tucked, Borie! I’d say this is for denying me leave, but at this point, it looks like you want it as much as me! And yet, maybe I misspeak? So say you want it…” he instructed as he spread the other male’s hind legs wide and positioned his sphincter an inch above his waiting organ, its tip poised tantalizingly at the entrance, close enough for Borealis to sense its presence and feel its magical emissions.

“I…” It took the former Major several moments to find his voice. “I… I w-want…” his wings stiffened further while his ten-inch organ twitched and spurted its own answer.

“What’s that? I can’t hear you…” Concord teased, lowering him just enough so that the tip of his shaft was brushing the Major’s sensitive surface, which reacted by puckering and then relaxing, eager to accept its masculine master.

“Take me…” he told Concord, all his military bearing now banished from his thoughts, replaced by a single, all-consuming desire. “Pl-please, take me, Corporal! Tuck me! Make me one of you! Make me belong to you! Make my tail yours!” he shouted the words as loudly as he could like he was back in basic responding to the demands of his Drill Sergeant; his prehensile tail coiling around the incredible thestralcorn phallus, tugging frantically at it, trying to pull it upward and draw it into him.

“Well, only because you ordered me so insistently, Major!” Concord licked his lips as he lowered Borealis onto him, his organ parting the last unconverted bat-pony’s anal orifice to slowly slip inside. “Who am I to disobey the instructions of a superior?” he further asked as he gave a sudden thrust to break past the initial, though feeble resistance.

Borealis stiffened and gave a sharp hiss as he felt it sink slowly into him, its presence and power to give him pure erotic pleasure beyond anything amorous he had ever experienced before! Overwhelmed by the act and the knowledge that another stallion was screwing him, he began milking it with his muscles and wriggling in his corrupted captor’s magical grasp, trying to urge it in deeper. But Concord only obliged him slowly, savoring every inch of the journey himself.

“Oh, yeah… now that’s a tail worth tucking…” he licked his lips as he began to magically molest his erstwhile superior again, magically fondling his flight muscles while holding on to the Major’s wingtalons with his own while nibbling along the edge of his slowly lengthening ears, employing his new Thestralcorn power to encourage even more growth in them until they were reaching the length of Luna herself. He used his aura to encourage their expansion along with that of the Major’s stallionhood, which was growing fractionally with each inch that Concord sunk himself further into the body of Borealis, reaching steadily further up into him.

Now standing at a full foot over his belly and spurting slightly with each thrust of his larger male’s hips, the pressing his previously unknown prostate pleasure button from inside his Concord focused more of his magic on it to curve it upwards towards the Major’s face, leaving him staring it in the face.

Mesmerized by his own swelling shaft and sensing the thestralcorn’s magic within it, Borealis couldn’t help it. He lowered his head and began suckling himself eagerly as Concord finally sank himself to the medial ridge, giving their spectators a spectacular view of their former XO’s conquest from his elevated chair; the previously untouched orifice now accepting at least eleven inches of Concord’s length and fourteen inches of its girth.

The converted command garrison whooped and cheered at the sight, several mares clutching onto each other to see the two males copulating. They caressed and occasionally outright rutted as they witnessed their former commander’s corruption and imminent conversion, urging Concord on and restraining their impulse to join in only because they knew the ex-Corporal had the right to claim him.

“Oh, you’re a treasure, Major!” Concord said as he picked up the pace of his thrusts and began magically pawing at him even more frantically, giving Borealis several more inches of stallionhood to suck on. Which he did with a moan, wondering why he’d ever been interested in mares before and regretting all the time he’d wasted chasing them when all he wanted or needed was now below and behind him, turning him into not just a colt-cuddler but a tuck toy for the pleasure of all!

In the end, so taken with his new colt and former superior as he was, Concord didn’t quite sink his full length into Borealis before he came hard, his horn erupting in a shower of fluorescent sparkles that fell like fireworks throughout the room. The former Major felt his insides flood with hot stallion seed, visibly bulging him as their warmth and magic spread quickly throughout his body.

It was less from its presence than the knowledge that he’d just been forever claimed, reduced in rank from Major to the role of mere mare by his far more masculine and magically powerful subordinate that triggered Borealis’ own climax in turn, his organ erupting hard into his own muzzle.

He swallowed as much of his own spunk as he could before his spurting shaft slipped out of his own muzzle and fountained all over his chest and face. But he was barely aware of it as his body began to tremble and transform; the orgasm not ending but extending as the corruptive magic took full hold of him. As his enrapt audience watched and roared their approval, he didn’t get larger but instead took on the alternate form of teenage attributes that his former Commander and Blueblood had gained, along with the longer ears of Private Pulsar, who had rapidly become a center of attention of the formerly outside ponies.

The latter couldn’t get enough of his enormous ears or youthful features, molesting whatever they could reach of him while he still sat impaled on the much larger form and phallus of Sergeant Lunar Longlance, which had been present in him for so long neither ever wanted to remove it.

But the demoted and deflowered Major didn’t care about any of it. He was completely lost in the rapture of his first colt-cuddler rut; wanting only to be remade into whatever other bats--especially male bats--would desire most. His wish was granted as shortly, the curse-altered stallions and mares alike all but assaulted him upon seeing his conversion completed. They groped and kissed every erogenous area he possessed as he remained erotically impaled on Concord’s lap, each demanding the right to take him next.

But they never got the chance as there was a sharp flash and boom; the former blinding them and the latter the result of a massive eruption of internal lightning that stunned and nearly deafened them through their enhanced senses, a blast of wind blowing them backwards towards the edges of the large circular room.

Their eyes blinking and ears ringing, they looked up to see a new, dark-furred figure with feathered wings in their midst, protected by what they could sense were several defensive enchantments and backed by an enormously powerful Alicorn aura.

“ENOUGH!”The voice of Princess Luna thundered through the room, instantly recognized by all who stared at her in a mixture of shock and giddy delight.

“Cease thy actions and desist in thy debauchery! Know that I do not hold any of thee responsible for thy actions under this curse’s influence, but nor can I allow thee to escape this place! By my orders, thy efforts to infect not just Canterlot but all Equestria end here and now!”

From inside the Friendship Castle, Eclipse perked up as she detected the magical field erected around Ponyville. Probing it lightly with her magic, she quickly determined both its nature and origin.

“Interesting…” she noted idly as she was worshipped from all ends and angles by her new Captain’s former weather team. “I admit, I did not expect her to come, let alone use such a spell for the first time in seven hundred years! But no matter.” She smiled serenely, going back to enjoying herself.

“My Queen?” Shadowdash called out from where she continued to orally pleasure her regent’s enormous Alicorn wings, now Saddle Arabian-sized along with the rest of her. “Is there a problem?”

“None whatsoever, my virile and victorious Captain…” Eclipse sighed softly at her longtime friend’s well-practiced ministrations. “It would seem that Princess Luna sent the High Priestess of the Highborne to Ponyville in her stead, in an effort to seal us off. But in this, she has erred gravely.

“I could defeat her rather unique containment spell given sufficient time, but there is no need. From what I know of her line, Juniper Neptune the Thirtieth is already half-converted to begin with, and seeks a manifest destiny her kind has never been able to realize. And thus, given the proper enticements, she should be quite easy to sway to our side…”

Author's Note

Well, folks, this was another case of the chapter initially coming quite slow before I discovered the proper angles and began surging towards the finish, knocking the second half of it in a fraction of the time the first half of it took to write. In truth, I considered saving the second erotic section for the following chapter, worrying it might be anticlimactic given how intense the first scene was. But I decided it should stay once amped up a bit, because I wanted the chapter to end with Luna's appearance. That way, I can focus the next chapter entirely on her.

Thanks go to AJ_Aficionado and Leo Archon for allowing me the use of their OCs, Juniper Neptune and Delta Requiem, and it was Leo Archon who suggested they'd had some relationship in the past. You'll find out a bit more about that over time. Thanks further goes to Silentwoodfire and AJA for the preread and comments, and AJA himself greatly expanded the scene with Private Pulsar, which I then went to town on in turn, fleshing it out further. So if you like the earplay, you are invited to check out his latest stories, which features it in abundance, including his most recent, Fulfilling Pinkie's Dream!

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We will be aiming for the Luna chapter to follow within 7-10 days of this one, and I plan to take her to very edge of temptation and corruption. Will she fall victim to it along with all the rest? Stay tuned!