“What in tarnation…?” Apple Bloom was rousted out of her increasingly restless sleep at the clubhouse by a series of chilling howls heard throughout Sweet Apple Acres.

“Whoa… those are Timberwolves!” Scootaloo recognized the sound instantly, her wings twitching from inside her Wonderbolts costume, which she still hadn’t removed.

“They’re close, too!” Sweetie Belle got out of her sleeping bag to go to the window and look around, though she couldn’t see much in the darkness around the clubhouse. They had gone to bed but an hour earlier after crashing hard off their collective sugar highs and an entire afternoon and evening of Nightmare Night fun. Though not staying out as late as the adults, they had stuck around Town Square long enough to pack up their pumpkin-carving activity booths and had even seen from a distance what had happened between Twilight and Fluttershy. The last had caused no end of sniggering at the time, especially when they watched Rarity try to shield Spike’s eyes from the sight of Fluttershy going down on Twilight’s horn.

Like he hasn’t already seen Scoots and Apple Bloom doing that to ME about a hundred times? You really don’t have a clue there, sis… and that’s just the way we’re gonna KEEP it! Sweetie Belle had thought at the time, and despite the potential danger, the memory brought a renewed smile to her face, wondering how soon they could sneak Spike back to the clubhouse for some more fun, and what they could try next out of the Pony Sutra book… or get hold of some of Zecora’s ‘special’ potions the zebra mare had hinted to them about when they’d initially come to her looking for advice on interspecies sex; something she’d told them in the past was actually quite common among her kind.

“If you wish to be with him, then I would first offer this: always remember to share, and learn how to kiss!” she had told them with a wry grin, by which she meant they needed to figure out how to properly kiss given the difference in muzzles—which in the end they did rather quickly. But thoughts of another tryst with their young dragon friend was quickly quashed when howls were heard again, two this time, one the same as before and the second belonging to a much deeper, almost masculine voice.

“Ah don’t like this…” Apple Bloom said nervously, the sounds somehow resonating not just through her ears, but her very soul, an echo of… something she couldn’t quite place even as she took an involuntary step backwards and huddled closer with the rest of her friends, suddenly wishing Spike was there not for sex but for security, knowing his dragonfire was an effective weapon against the Everfree beasts.

“Me neither…” Scootaloo agreed as the three’s eyes darted around nervously, each as aware as the rest that Timberwolves could travel through wood and when it came down to it, the clubhouse offered no protection. “Maybe we should go to the house…”

“And cross half the orchard on hoof? Forget it!” Sweetie Belle pointed out, her horn aglow, hefting a rock in her aura and trying to remember the few defensive spells her sister and Twilight had taught her. Sure wish I knew how to teleport…

“Then pile in the wagon, and I’ll get us there faster than they can!” Scootaloo promised, her wings buzzing hard for a moment as she buckled on her helmet, wishing Rainbow Dash was around to protect them. She’d clobber a buncha mangy Timberwolves in ten seconds flat! No, TWO seconds!

“Right!” Sweetie Belle and Apple Bloom instantly agreed, and after a quick look around, they hopped down from the tree and hurriedly got in the wagon, not bothering with their own helmets given the twenty-second trip.

But far from a sanctuary, they arrived at the house to a sudden commotion coming from downstairs, including some ominous growls, a rocking chair being knocked over and an odd screeching sound, the inside lights flickering like lanterns were being blocked or shifted, casting odd and ominous shadows outside.

“Buck… they’re already here!’ Scootaloo realized, turning her scooter and the wagon it pulled around to make a quick getaway.

“Oh no! Granny!”Despite her fear and the panicked pleas of her friends, Apple Bloom leaped off the wagon and rushed inside through the back door to defend her frail grandma, only to find her standing and calmly facing… three nightmare caricatures of her kin and the Element of Kindness in the living room, the former slowly approaching her from different corners of the living room and the latter, darting to cut off the doorway Apple Bloom had entered from on her bat-pony wings, quickly blocking any escape.

“Gr-Granny?” Apple Bloom called as Granny Smith immediately interposed herself between the threesome and her, their sight bringing a surge of fear to her as well as a strange excitement as she picked up something strange in the air, not so much a smell as an odd energy, one that made her feel almost heady. “Wh-what’s goin’ on? Wh-what happened to them?”

“Ah ain’t sure mahself, young ‘un. But this ain’t the time to be asking!” the elderly mare announced with urgency but without alarm, keeping herself between her greatest granddaughter and her siblings, who seemed unnaturally interested in them both… though it was hard to tell exactly what was going on in their eyes, given the different-colored glows within them. “Tell yer friends to skedaddle now!”

“What? We ain’t leaving you!” Scootaloo insisted from outside as the two Apple siblings-turned Timberwolves turned and saw them, but seemed less concerned with them than their former kindred. Fluttershy, or whatever she had become, was not so constrained, however, flaring her wings for flight and licking her lips at the sight of them, only to apparently decide that if she pursued them, they’d lose more valuable quarry here.

“You can’t make a quick getaway with mah weight in yer wagon, young filly! Ah’ll just slow ya’ll down. But we can hold their attention! So don’t worry ‘bout me or Apple Bloom; Ah’ll get us outta here. Now vamoose!” she ordered again before they could protest and though confused, they obeyed, the wagon speeding off on a fading buzz of wings.

Apple Bloom was relieved that they were out of danger, but now feared for herself and her grandma. “Granny Smith? Wh-what do they want with us? What are they gonna do?” she asked as she peered at them from behind her grandmother’s legs.

“Ah’m afraid to ask,” was all Granny Smith would say, fearing she already knew the answer by their visibly aroused states, both Big Mac and Applejack sporting some literal wood in addition to the kind that covered their legs, an aroused stallionhood that impossibly included both a medial ridge and a canid knot, their hybrid phalluses drooling a glowing green liquid on the floor and visibly twitching as they closed in.

Apple Bloom’s eyes went wide as she finally spotted it all too, her eyes fixing on Applejack’s member. “Holy…” But… how’d they get those… THINGS…?” she wondered just before Fluttershy’s wide and slitted reddish-tinged eyes found hers, and she felt herself falling into them, being commanded to walk forward away from her grandmother’s protection and then…

Visions of herself orally pleasuring Fluttershy’s own large hybrid organ, more pointed than the others, began flooding her thoughts, as well as the promise of receiving the pleasure of a darting bat-pony tongue in return.

“Oh no you don’t!” Granny Smith said, moving to block Fluttershy’s gaze. “Whatever yer planning, you can just ferget it, filly!” she told her, and Fluttershy seemed to understand, turning her attention and stare on the older mare to no apparent effect, to her visible frustration, screeching and trying to find an angle she could target Apple Bloom with again

Her hypnosis unfinished, Apple Bloom blinked and shook her head hard to clear it, but couldn’t quite shake the images Fluttershy had been feeding her, still sorely tempted to obey. Sh-she wants to do the SWIRL with me…? the young earth pony mare realized, her excitement surging at the idea.“Uh, Granny? Ah th-think they’re gonna...” she gulped hard but couldn’t finish the sentence, cursing her own growing arousal, uncertain how much of it was due to Fluttershy or her own desires.

“Apple Bloom? It’s gonna be fine. Now listen carefully, young filly. I want you t’ get on mah back and close yer eyes,” Granny Smith told her evenly, still facing down her two transformed grandfoals along with their equally corrupted pegasus friend, all of whom seemed strangely reluctant to challenge her. “Ah mean it now! No peekin’ or Fluttershy’s stare’ll getcha! You hold tight and don’t open yer eyes until Ah tell ya! Ah’m gonna get us outta here and then we’re gonna find a way to help these three.”

“Get us out o’ here? But… how?” She didn’t understand but knew well that when Granny Smith took such a tone, you disobeyed her at your own peril, and thus did as she was told, climbing on her Granny’s suddenly far-less-rickety back.

“No time to explain! Now close yer eyes and keep ‘em that way!” she ordered again, even more sharply as the three moved to surround them, erect organs and leering looks leaving no further doubt as to their intentions, causing Apple Bloom to clutch her harder and squeeze her eyes shut. She whimpered even as her young marehood couldn’t help but wink, fresh images of their organs inside her, claiming her and turning her into one of them suddenly filling her head.

But Granny Smith herself seemed unaffected and unconcerned, facing down the three without fear. “Alright, young whippersnappers. Don’t know what happened or how ya’ll turned into a bat-pony plus a couple horndog Timberwolves, but ya ain’t takin’ me or Apple Bloom! Ah hoped it’d never come to this, but now that it has… let me show ya’ll how it’s done!”

With that, her eyes glowed green and her limbs turned to wood as she caused a series of thick vines and branches to erupt out of the floor, quickly growing from floor to ceiling and creating a barrier her corrupted grandfoals could not pass. Her barricade complete, she suddenly phased right through the wooden floorboards with Apple Bloom on her back, the pair soon vanishing from the house without a trace.

“Dear me!” Rarity’s head snapped around at the sound of the first timberwolf howl, coming from the direction of Town Hall. The bone-chilling baying caught her instant attention as well as those of the ponies around her, the moon itself seemingly going more veiled in response behind some thin clouds that smeared its face and made it glow a dull yellow. “How could there be Timberwolves in town?”

The same question was being asked by other nearby ponies, who started to cut their Nightmare Night fun short and head inside, parents wanting to protect their foals or simply seeking safety of numbers inside the pubs and taverns.

It was an urge Rarity shared, finding her eyes darting about fearfully for a moment, looking for a pair of glowing green eyes that would announce the arrival of a timberwolf from the nearby wooden buildings. But her spine was steeled by sudden worry for the safety of Sweetie Belle, who was at a sleepover with the rest of the CMC at their clubhouse. By the very sun, if those brutes harm but ONE hair on her back, I swear I’ll…! She pawed at the ground with a hoof involuntarily.

“Hey Rarity!” Pinkie Pie’s head popped up from out of the alley she was passing in front of Aloe and Lotus’ spa, the latter out front staring out towards Town Hall dressed as sirens, whispering nervously to each other. “Did’ja hear that?”

“I think the whole town did, darling!” was all she said, not in the least bit perturbed by her friend’s typically uncanny appearance, still staring down the street towards Town Hall along with other nearby ponies, who were likewise chatting anxiously amongst themselves. “I don’t know how or why Timberwolves would be here, but at least so far there only seems to be one.”

“One’s bad enough! I sent Spike to Sugar Cube Corner and told him to guard the Cakes!” she told her friend, though couldn’t resist sparing an eye to admire again Rarity’s costume and ability to make her ruined mane work, noting she’d somehow gained even more swagger and sexiness for it, feeling a moment of envy for Applejack for landing her.

The thought gave Pinkie Pie some rare pause. Huh? Where’d THAT come from…? Though no stranger to sex herself, considering it part and parcel of helping others have fun, she’d never been with Rarity nor truly considered it, knowing the fashionista was very particular about her mates and wouldn’t jump into bed with just anypony. I mean, I love her to death, but she REALLY ain’t my type...

“Good thinking,” Rarity nodded her approval, knowing that when it came down to it, Spike was no coward and would do whatever he had to in order to protect his friends. You’re a fine young drake, and you truly do deserve somepony special, Spikey-Wikey. Just not me… she mentally apologized to him, as she simply considered him too young and, though not opposed to the idea of interspecies relationships in principle, she had a hard time getting past the fact he was a dragon. Though admittedly, some of the adolescents we saw on that visit to the dragon lands were rather striking… she was shocked to entertain a sudden fantasy of pleasuring one, wondering if it was true they all had twin-headed organs.

She blinked and gave an involuntary shudder at that. “Should we check on this ourselves, though? Given the entire town heard the howl, I’m sure Twilight or the others are already seeing to it…” she said as evenly as she could, trying to purge the unwelcome images from her head.

“Hmmm…” Pinkie thought about that, looking unusually intent even under her clown costume, one Rarity couldn’t help but find a bit creepy. “You know, they probably are, but I’m still gonna go check it out. You keep looking for Fluttershy, and I’ll come back as soon as I know more!” she promised, sparing Rarity another sideways glance, suddenly imagining using a certain selection of her toys on her. Guess I’d have to get them back from the CMC first, though… she thought half-seriously, unable to suppress a grin.

“Very well, darling.” Rarity nodded, trying to mentally drive the evermore insistent visions of dragon phalluses away, unable to stop imagining what might have happened to her and Twilight had the adolescents they encountered in the dragon lands discovered them sooner... and been far more randy. What is WITH me!? she suddenly wondered, feeling progressively hornier and more aroused ever since the admittedly erotic public scene with Twilight and Fluttershy. I grant it was certainly quite… fun to watch. I had no idea Fluttershy felt that way about Twilight! “Though I fear I’m running out of places to look for her. I also haven’t seen Twilight or Rainbow Dash in some time either…” she added to cover up her own distracted and increasingly lurid thoughts, licking her suddenly dry lips.

“You haven’t?” Pinkie Pie looked surprised, realizing only then she hadn’t seen them in a while either, suddenly remembering her earlier visit to Fluttershy’s home and Angel’s warning of a ‘shadow’ on Twilight. She’d not so much discounted it as decided it wasn’t as important then as finding Fluttershy, but now...

“Indeed,” Rarity confirmed, though she suddenly found herself less worried about that then the fact that at this rate, she wasn’t going to be getting any quality time with Applejack that night—quality time she increasingly and very sorely needed. And we had SUCH a fun night of roleplay planned with that timberwolf costume I made for her…! she couldn’t help but grin wistfully, using thoughts of her marefriend to disperse the earlier images of adolescent dragons, only to wonder on a whim what it would be like to be taken by Timberwolves for real…

A thought driven home as a second howl made itself known from much further away, coming roughly from the direction of Sweet Apple Acres, making their ears perk again and instinctively press closer together for protection. A wave of warmth passed through both as their shoulders touched, and Pinkie Pie was only just able to restrain her tail from lifting Rarity’s, though an observer might have noticed it trading its usual poofy appearance for a more phallic shape, one aimed right at Rarity’s winking marehood.

A blush entered their cheeks as they remained in contact, though it was hard to tell beneath their respective makeup. “Th-that’s two now. M-maybe… I should get going…” Pinkie offered cautiously, realizing that the longer she stayed with Rarity, the more likely it would be that something would happen she couldn’t stop. And though nopony would ever accuse her of being a prude, the one thing she would not do is come between two friends! Learned that the hard way with Maud and Starlight…

“Y-yes…” Rarity stammered, her tail involuntarily flagging at the second howl as if in invitation to its owner, her thoughts now consumed with visions of multiple Timberwolves taking her, eyes darting about and half-fearing—or was it hoping?—that they would suddenly emerge out of the buildings around them to make them theirs, suddenly keenly aware of Pinkie’s presence and touch. “I think that would be for the best…”

Trixie stared at Starlight incredulously as she shared her theory of what had happened. “But Starlight… that’s insane!”

“It fits, Trixie,” Starlight said in a dull voice that reflected her unhappy certainty. “It fits perfectly.”

Trixie’s frazzled nerves were not helped by the declaration, her fear growing by the second, only worsening further when a second howl sounded much further away. “So you’re saying that the story Applejack told us about a timberwolf curse running in her family is real? That it suddenly took hold of her here and turned her into one? But that’s just an old mare’s tale! It’s impossible!”

“Impossible?” Starlight echoed, motioning again at Applejack’s discarded hat and costume. “Take it from me, magic makes just about anything possible. The first lesson any of us learned in school was that magic is a living force; that it takes a myriad of forms and always seeks the means to spread and enhance itself. So why couldn’t it be true? It could even explain why she and her entire family are so strong and good with trees if they’ve got some Timberwolf magic in them...”

“But…” Trixie gulped again, the clenching feeling in her gut growing as she considered her marefriend’s words and found them undeniably compelling; a theory she simply couldn’t discount, turning over the facts in her head like she was an attorney in court. Daddy always said Trixie would make a good lawyer... the odd thought crossed her mind. “But why here? Why now?”

Starlight had already considered the question and did not at all like the possible answers she was getting. “I don’t know, Trixie. But if I’m right, it wouldn’t have just happened out of the blue. Something had to have triggered it. And before you ask, no, I don’t think it was just wearing that costume…” she trailed off. “I think this is related to whatever happened to Fluttershy. It’s too much of a coincidence that they both ended up affected by something within an hour of each other.”

“A disease, then?” Trixie wondered as this time, a pair of howls she could only term passionate was heard much further away. Do Timberwolves tuck? she suddenly wondered, not sure which was worse—the thought of being eaten by one, or being forcibly rutted by them. “Something catching? And if those two caught it… does that mean we all have it?” the showmare looked down at herself nervously, wondering if she was about to turn into a timberwolf too.

She relaxed when Starlight shook her head, but only briefly as her marefriend voiced her next thought. “Not a disease, no, but it might still have been something we caught… or more precisely, something we all had…” A fresh theory began crystallizing in her head.

“That we had? What do you—”

“Hey girls!”Pinkie popped out from inside the bell a little too enthusiastically, hanging upside-down off the clapper; her appearance and clown makeup anything but reassuring to the already-tense pair, causing them to yelp and take a leap backward against the belfry wall. Trixie went for a smoke bomb while Starlight automatically went for her longbow, nearly notching an arrow before she realized who it was.

“By Celestia and Luna, don’t do that, Pinkie!” Starlight ordered, her heart going a mile a minute at her friend’s sudden appearance, lowering the box and replacing the arrow in her quiver. It was an uncanny ability of Pinkie Pie’s she’d never got used to, mostly for not being able to explain it or magically block it. Just glad she’s on our side…

“And how! Can’t you just walk from place to place like a normal pony?” an equally freaked Trixie asked. Even my grandfather, Shadowmoon the Illustrious, couldn’t do what she does!

Pinkie Pie appeared contrite, but only for a moment. “Sorry! So what’s going on? Did you hear those howls? Is this where they came from?” Their party-loving friend asked with an unusually taut tone and tight-lipped smile. Somehow, she seemed to the pair to be even more off-the-walls than usual, antsy and fidgeting like something was bothering or distracting her; it was hard to tell under her clown makeup but Trixie thought her smile seemed forced.

“We heard them all right. Look, Pinkie!” Starlight pointed with a hoof. “Applejack was here.”

“Huh?” It took a moment for the words to register and a moment more before Pinkie finally looked down, a whiff of something sweet—cotton candy?—passing through Trixie’s nose, leaving the showmare wondering if their floofy-maned friend was acting strangely because she’d had even more sugar than normal. “Isn’t that… AJ’s hat and costume…?” Pinkie Pie asked as she dropped down from the bell, causing it to vibrate and intone slightly, making them all jump again.

“Yes,” Starlight confirmed grimly. “We think she was the source of the howl.”

“The source?” Pinkie Pie blinked, then took it and ran with it in completely the wrong direction. “Oh! You mean she had a pet Timberwolf up here? Wow! I never knew she kept one! I’ll have to throw a party for it! Oooo… wonder if it’s true if they mate like dogs do? With knots and everything else?” she asked almost wistfully, her expression going dreamy and distant.

Trixie facehoofed hard, certain Pinkie was being deliberately dense. “No, you party-obsessed pervert! We mean she was the one who howled!”

“Huh? She howled?” Pinkie Pie was now rocking back and forth from side to side, all but squirming. “Oh, it was all a prank then! Haha, whatta kidder! Guess she learned that from Dashie! I’ll have to get them back for this one!” she promised, giggling almost drunkenly.

“Pinkie Pie…” Starlight was getting exasperated, starting to wonder if all her friends were going crazy at once. “Look again. She left her hat. She left. Her father’s. Hat!” she spelled it out. “You know as well as anypony she’s never without it! So why is it here?”

“Oh…” Pinkie Pie’s unusually slow wits caught up with her and there was something approaching concern on her face for a second. “But she wouldn’t… that’s not… wait, what were we just talking about?” she asked. Her cheeks were going very flushed; she looked and sounded increasingly feverish to her friends.

Starlight and Trixie exchanged a glance. “Pinkie… are you feeling okay?” the former finally asked.

“Huh? Oh! Yeah! Never better! That’s me!” her smile got even more forced and the twitching of her tail intensified along with the cotton candy odor in the air. “In fact, I…” her tail twisted itself into a phallic object again, and as they watched with jaws agape, she began plumbing her own depths with it almost desperately, no longer caring in the least that she had an audience. “Just need to take care of something. Oooo… you two wanna help?” she asked lasciviously, producing a pair of mare-friendly toys from somewhere in her mane.

“The hay...?” was all Trixie could manage as a dumbstruck Starlight could only stare, never imagining Pinkie was capable of such a display, impressed that she could control her tail to such a degree and surprised to feel herself getting turned on watching it.

Never shy about her antics, which apparently extended even to erotic ones, Pinkie Pie rolled over and began displaying herself to them, showing a pair of very swollen and glistening lips, her very prominent nub poking out the bottom of it, gasping and giggling as she ground it into her own tail, which was now in the shape of a large stallionhood. “Come on and join in, fillies! I know you two love each other’s company! So let’s grab Rarity and have some real fun!” she promised between increasingly frantic breaths as she continued to pleasure herself, her eyes unfocused and tongue now hanging out of her mouth.

“Starlight…” a wide-eyed Trixie sounded a warning note, backing as far away from Pinkie as possible in the close confines of the tower and preparing to teleport away, realizing belatedly that the cotton candy smell in the air had been the sweet scent of Pinkie’s arousal! “Whatever Fluttershy had, I think she’s got it too!” she announced even as her eyes were riveted, a heat quickly growing in her own nethers as she headily imagined herself lapping up in the sugary nectar direct from its source!

“Stay close, Trixie!” Starlight ordered, quickly casting a shield spell around them and reinforcing it with a magical ward to prevent whatever was affecting their party-loving friend from infecting them in turn, praying it wasn’t already too late as she felt sexual excitement trying to take hold of her as well. You know, I could cast a lactation spell and I bet we’d get vanilla milk out of her! She had to suppress a sudden urge to do so and then latch on a teat, one for her and Trixie, only to immediately aim a dispel incantation inward to purge herself of foreign magic.

It cleared her head just enough to take action. “Sorry about this, Pinkie, but…” she cast a sleep spell on their amorous friend.

“Party-pooper…” Pinkie managed as she felt herself falling unconscious, her soaked tail falling out of its rigid shape and leaving her disheveled form lying on the floor of the belfry.

Rainbow had been surprised when Twilight yanked her close and kissed her, sending a tingling warmth instantly surging through her at the mere touch.

She’d been disoriented further by the teleport, something she never liked doing, hating being taken anywhere but on the strength of her own wings or if needed, her hooves.

But the biggest shock of all was to reemerge to find herself lying on the floor of Twilight’s study with her friend on top of her, still in her Fetlocks Holmes costume and raining kisses all over her face.

“What the...?” she tried to pull away, only to find her wings and limbs restrained, pinned to the floor by magic beneath her alicorn friend. “Uh, Twi? Fluttershy’s still missing and this ain’t the time! And no offense, egghead, but you’re really not my type...”

But Twilight only giggled. “That’s okay. After the state she left me in, Fluttershy can wait! And don’t worry. For what I want to do, you don’t have to be...” she pulled back just enough for Rainbow to see her flushed cheeks and that she was looking at her in lazy anticipation, gazing upon her in barely contained excitement, eyes roaming up and down, drinking in her friend’s lithe form. “You just have to play a little role for me, Rainbow. And I promise you’ll enjoy it...” she said almost drunkenly, looking like she could barely restrain her magic, her aura having taken on a more pinkish glow, an acute odor of lavender about her that quickly suffused through the air, the smell somehow making Rainbow’s head start to swim.

“But... wait... I don’t...” she tried again, only to find that either from the strong smell or her predicament her excitement was beginning to grow—as somepony who loved freedom of flight, she’d learned from a few ‘private disciplinary lessons’ with Spitfire that being deliberately denied it as part of lovemaking was almost unbearably erotic; the thought of being put in bondage by her captain alone was now enough to make her wet... and worse, Twilight’s actions were quickly and sorely reminding her of that, finding herself quickly being turned on, a glow touching her own cheeks as her friend’s magical aura began feeling her up from the outside.

“You do now…” Twilight informed her huskily, now working on her ears and grinding her costumed body into Rainbow’s. “Not that I’d give you a choice otherwise…”

“Twilight, please...” the bound pegasus tried again as her friend began to magically undo her skintight uniform, slowly lowering a zipper down her chest, tendrils of Twilight’s aura reaching just underneath her Zapp costume to tease what was beneath it even as she continued to nibble along the edge of an ear, all but causing her to melt as earplay was another weakness of hers. “We’re not… I... I can’t!” she strained at the magical bonds despite her enjoyment of the act, trying to pull away, only to find herself held fast as Twilight’s next words sent a chill and thrill through her.

“That’s right, Rainbow. Resist! That’s just what Mother Elisa did...” Twilight said breathlessly as she suddenly withdrew her touch and aura, leaving her friend with a partially-bared belly and flushed blue cheeks.

“Who...?” Rainbow blinked in bemusement, surprised to feel almost forlorn at the stopped stimulation.

Twilight pulled back fractionally and grinned almost evilly at that. “Have you ever heard of a movie called Coital Convent, Rainbow?” she asked, then began plucking thick books off her various shelves, opening them all before her and rotating them around her head as she flipped them to specific pages, scanning them with great and almost desperate intent, licking her lips as she sought the means to bring to life whatever idea she was having.

“Uh… no?” Rainbow was finding it harder and harder to focus as her arousal only continued to grow the longer she was in Twilight’s presence, finding herself getting almost drunk on the lavender aroma in the air, her teats now poking out painfully hard into her Zapp costume low on her belly, demanding attention and to be freed of their increasingly constricting confines. “Should I have…?”

“I guess not, since that’s a human movie. It’s actually a human clopflick, you know…” she booped Rainbow gently on the nose, her eyes flickering down her body to note her rosy cheeks and hardened mammaries.

“Humans have clopflicks?” Rainbow made a face, not wanting to imagine it, still barely able to fathom that Twilight had a human coltfriend. The idea alone was an instant turn-off to her under normal circumstances, as was the thought of Twilight taking pains to press her own lower belly into Rainbow’s for a moment, tweaking her friend’s hidden teats with her own and earning a startled gasp. “S-stop it…”

Gratified by the response, Twilight only intensified her actions, grinding her mammaries into Rainbow’s a few times and licking her lips in enjoyment. “Oh yes! It really freaked me out at first, but it did have this one scene I really liked...” she got off of Rainbow to begin quickly scratching with a human ballpoint pen on a hastily grabbed piece of parchment from her desk, her giddiness growing as she quickly wrote out nearly half a page of runes and began yanking magical reagents out of her cabinets and closets, quickly organizing and combining them even as her hoof drifted low on her body and gave herself a perfunctory rub. “So I’m just going to recreate it right here… right now... with you!” She licked her lips in anticipation.

Rainbow felt a growing sense of both anticipation and great trepidation, though the former was rapidly eclipsing the latter, her wings stiffening, tail involuntarily flagging and marehood winking despite her best efforts to restrain them, not at all helped by the fact that she was restrained and having flashbacks to her sessions with Spitfire and Soarin. “Uh… don’t I get a say in this?”

“The mother superior didn’t, so why would you?” Twilight gave an uncharacteristically evil snicker, causing Rainbow’s eyes to go wide. “But if this going to be a recreation, first we have to set the scene…” she announced, the various light sources in the room suddenly changed their color from warm hues to a series of eerie green and violets as she flared her horn, casting an evil glow over the entire study. Under the influence of Twilight’s aura, the room then rearranged itself around Rainbow, furniture shifting both form and position to go more Neo-Lunar until she found herself at the center of a large circle surrounded by torches, a series of glowing lines appearing on the floor beneath her as Twilight activated her hastily conceived spell.

“Twilight, what are you doing?” a badly flushed Rainbow looked around in alarm as she could sense magic arcing all around her, suffusing not just her but the very floor beneath her, turning her costume into a long flowing black robe with a rope belt, white inner hood and chest covering with Twilight’s magic transforming her Zapp necklace lightning bolt into an ornate X-shaped item hanging from the front, except one of the ends was longer than the others, causing it to hang downwards in that direction.

“Don’t worry, we’re almost there…” Twilight promised, rubbing her hooves together in her own fevered anticipation, though Rainbow found her words and actions anything but reassuring, especially when sensed her friend’s aura turned directly on her, magic infusing her.

“What the…?” she craned her head to look down and see her teats visibly growing, tingling as transformative magic was fed them, causing them swell hard on her belly, ballooning up until they were straining even at the loose cloth of their robe and the slightest movement sent electric shocks of pleasure through them. “Wh… why?”

“Well, for this to be an authentic recreation, you have to have big ‘boobs’, Rainbow! Details are very important!” Twilight said as if it was self-evident, then gave the expanded mammaries a flick with her aura to test their shape and texture, making them wobble hard and sending fresh waves of pleasure passing through her bound friend. “Perfect!”

“But… that’s…” Rainbow shook her head hard to clear it and succeeded, if only for a moment, her rosy cheeks and stiffened wings still betraying her excited state. “Okay, enough, Egghead! This isn’t funny anymore!”

But Twilight was beyond listening or caring, finally turning her aura on herself to give herself her own enhanced mammaries as well as a pair of minotaur-like horns and a new outfit, trading her Fetlock Holmes attire for something analogous to Rainbow’s except it was much more high-cut and skintight, colored shades of red and black, showing off hints of flank and baring her long alicorn neck, making her look like something Rainbow had seen out of a bondage magazine Soarin had once slipped her.

Her attire complete and preparations ready, Twilight made her eyes glow a fiery red and opened her mouth in a toothy grin, offering an evil laugh even as her hoof began to work herself a bit more frantically. “It wasn’t funny when you decided to imprison me and establish your blasphemous order on my sacred grounds, Mother Superior!” she intoned in a booming voice, one that was both her own and simultaneously overlaid with a much deeper version, like another, and far more evil, male creature was speaking through her. “I have taken over the mind and body of your own student to take my revenge! ‘Tis my intention to corrupt your entire convent and turn it into my new coven, starting with YOU!”

“What the hay’s a…” Rainbow began in a shaky voice only to be instantly gagged, a fresh spell from Twilight freezing her vocal chords.

“Now now, you can’t break character, Rainbow!” Twilight giggled, then continued. “Since you believed you could purify its so-called wickedness with your foalish faith, I feel it only fitting to return the FAVOR! But as I would not wish an honored guest to feel uncomfortable, ‘tis high time you experience the pleasures of the flesh you have for so long DENIED!” She licked her lips hard and an almost-giddy note got through.

Twilight withdrew her restraining spells and aura at that moment, allowing Rainbow brief freedom of speech and movement. But it only lasted a moment before red-glowing tendrils erupted out of the glowing lines of the floor and wrapped themselves around her limbs, pulling both sets apart, the more overt and visible bondage sending fresh thrills through her. “Wh-What’s going…?” she barely got out before Twilight took direct control of her mind with her magic and forced her to speak the next words:

“Do your worst, demon! Defile me if you wish, but you will never corrupt me! My purity is unassailable and will yet be your undoing!” Rainbow said in a quavering voice, suddenly wondering frantically what she could use for a safeword.

“Unassailable, is it? Let us test that statement, shall we?”Twilight answered in her demonic voice, and at a flare of her horn the tendrils grew and lengthened, snaking slowly inward along Rainbow’s limbs and worming their way beneath her altered clothes, closing inexorably on her wings and other sensitive areas.

“Holy…” Rainbow wasn’t sure if that word came from her or Twilight, but had just enough time to realize what was about to happen before the lead tendrils neared her marehood and one appeared over her head, taking the form of an equine phallus that hovered before her and began drooling glowing liquid onto her lips, the smell and taste quickly soaking into her nose and muzzle. Whatever magic was in it left her licking her lips and her mouth watering for more, the scent both musky and tinged with Twilight’s lavender aroma, making her all but dizzy with desire, having to suppress a sudden urge to reach her head up to lick at the magical construct before her.

“Holy, you say? Anything BUT, my dear!” Twilight promised, directing the floor tendrils to begin teasing Rainbow’s teats and wings, brushing their rigid tips and sending sharp bursts of pleasure through her, her feathers going off like firecrackers as tendrils were dragged across their tips. “My seed is an irresistible aphrodisiac; one that will both corrupt and convert you. By the time I am through with you, you will be but one of my harem and a helpless servant of SIN!”

“N-No…” she tried to turn her head away even as her marehood was now frantically winking beneath her long black robe, inviting the encroaching magical appendages into her depths.

“By all means, resist, Mother Superior! It will make your conquest only all the more delicious…” Twilight rubbed her hooves together in glee as a tendril positioned itself against Rainbow’s sodden marehood, now almost unbearably aroused, even as others snaked up her belly to circle and squeeze her mammaries, sending fresh waves of pleasure through her. “Now where were we…? Ah yes! Right about… HERE!” she said as she plunged a tendril deep into her friend’s femininity, piercing her undergarment as well as her marehood, driving it deep into her depths.

“Ah!” Rainbow cried out, and this time she need no encouragement, setting her already hot marehood aflame with ecstasy, which was only redoubled as she felt the probing tendril began to expand to fill her fully, taking on the shape of an equine organ as it began slowly pistoning in and out of her, each stroke rubbing her clit and massaging her ribbed walls which clutched at the intruder desperately, trying to milk it for all the pleasure she could. “That feels so…” she got no further words out before her muzzle was filled with the phallus-shaped tendril that had been drooling on her, compelling her to suck at it hungrily like it was Soarin’s, drinking down all its magical fluids, moaning and writhing the whole while.

Through it all, Twilight was now grinding her own marehood hard into her hoof as she watched the scene, her magic unavailable for the task as she was concentrating on maintaining the incantations and aural constructs being used on her friend.“Enjoying yourself already, Mother Superior? So much for you so-called PURITY!”she cackled, her eyes wide and fixed on Rainbow’s form as more red-glowing tendrils erupted from the ground, suspending Rainbow in the air so they could work her from every angle, now tearing at her clothes and ripping them open from the inside to bare her mammaries and marehood to Twilight’s riveted gaze fully, the former getting a groping tendril apiece that squeezed and kneaded them while the latter was now filled with a Saddle Arabian-sized phallus, seemingly testing her limits and how much she could take.

Rainbow might have wondered herself but was beyond caring as every part of her was simultaneously stimulated; even her wings and flight muscles were being worked, leaving the former painfully splayed and the latter a quivering mess as the combination Twilight’s carefully wrought scene and mating magic drove her steadily towards an incredible climax.

But Twilight, or whatever creature she was pretending to be, wasn’t done yet. “Not bad, Mother Superior. Such a waste of a siren’s body in a celibate order. The true blasphemy is that you not only deny yourself the pleasures of the flesh but deny them to your fellow sisters as well! But no LONGER! As your initial resistance is now broken, let us see now how depraved you TRULY are!” she said as with a wave of her wet hoof and fresh flare of her horn, the tendril in her marehood was withdrawn and repositioned against her other orifice, causing Rainbow’s eyes to snap open.

“Mmmph!” Rainbow barely managed as she felt it hover there for a moment before beginning to push in with surprising ease, slickened with her own juices as it was. She was no stranger to such a thing—she’d done it a few times with Soarin by then and to her surprise had come to enjoy it with a little practice—though having Spitfire there cracking the whip on her and ordering her ‘to take the Lieutenant to the HILT!’ had helped her. Her back arched upward at the intrusion, her body going rigid as the magical construct sank into her, quickly taking it to the medial ridge and then some.

“You’ve… you’ve done this before…!” Twilight recognized in mingled delight and disappointment, speaking in her own voice as she saw how readily and deliciously it slipped in, then slipped back into character. “Such utter perversion and immorality, Mother Superior. Do you still claim you are pure?” she/he asked in mocking tones. “But as you have been such a fine plaything, I feel it is only fitting to reward you. We shall complete your corruption… with your own STUDENT!”

With that, Twilight stepped forward into the circle, willing the tendrils to her as well. They seemingly needed little encouragement, quickly picking her up and worming their way beneath her skintight attire, one quickly finding and filling her marehood, a muscle relaxation spell enabling her to take a tendril anally as well. Her constructs then positioned her above Rainbow and pressed the pair together, belly-to-belly, their enhanced mammaries rubbing hard together teat-to-teat as a particularly thick tendril moved in and out between them, pillowed by their swollen and exquisitely sensitive udders.

Aroused and stimulated beyond all reason or measure, Rainbow opened her glassy eyes to see Twilight just above her and immediately began kissing her with great passion and urgency, muzzle-to-muzzle and tongue-to-tongue desperate for release and feeling herself being pulled down into darkness even as her orgasm began to build. Despite the tendril now wrapped around her horn and stroking it, Twilight had just enough cognizance left to lower them to the ground to make sure they didn’t fall when she climaxed and her magic cut off, willing the tendrils in their marehoods and anal orifices to increase their pace and then plunge in as deep as they could, erupting their stored magic within them.

Their screams shattered the night and Twilight’s magical release was detected by every unicorn in a five-mile radius, who felt an echo of her pleasure in their own horns, thoughts instantly turning sexual over the whole of Ponyville as the pair collapsed into each other’s arms on the floor. The act complete, their bodies began altering, transforming into something new…

It took but minutes to complete, and when Twilight’s eyes opened again, they were slitted and her teeth had turned pointed when she smiled again.

* * * * *

“Arise, my loyal friend and consort...” Twilight, or whatever creature she had turned into, commanded the bat-winged and red-eyed Rainbow, bading her up with a but a wingtip on her chin. Rainbow immediately obeyed, staring at Twilight in utter awe and then flaring her featherless wings to bow low before her mistress. “You have proven your worth quite well this night and many others before that. Swear allegiance to me, my dear Shadowdash, and you shall be rewarded with both powers and pleasures that dwarf even what you have already experienced.”

“For all you have done for me, I am yours to command, My Princess,” Rainbow Dash, or whatever she had turned into, her ears having turned tufted and coat darker, bowed low. “Now and forever, my loyalty belongs to you!”

“I would expect no less,” her corrupted friend replied, favoring her new subject with a smile and brief tendril touch to her marehood, making Rainbow’s longer and more narrow tongue dart out of her lips in pleasure. “However, I do find ‘Princess’ far too simple a term for me. For if I am truly to spread my magic throughout this realm, I will need a more suitable title. One that will speak to both my magnificence and beneficence.” She went to the study window to stare out of it for a moment, up at the veiled moon.

At that moment, the bell of the Ponyville clock tower began tolling twelve times. “Surely that is an omen! So may I humbly suggest the name of... Midnight?” Rainbow bowed low again.

“Midnight?” the being that was once Twilight all but hissed out the name. “Hardly. For that name was already taken by my human copy. Be assured, I am far superior to that... creature, who knew nothing of the power of magic or friendship during her accidental and pitifully brief ascendance. She was and is but a pale imitation of me and I will not be associated with her!”

“Then... what shall I call you, My Mistress?” Shadowdash asked.

“A fair question.” The former Twilight considered it for herself. “I was and remain the Avatar of Friendship. It remains my duty to spread its name and glory as far and wide and possible; I’m simply going to redefine what friendship means! No longer will I be held back or so selfish to myself and others! No longer will I be beholden to useless rules or restraints. In due course, my power and glory will exceed even that of the Solar and Lunar Princesses themselves! In time, both worlds will fall under my sway, and I shall rule these realms eternally as both master and mistress!” she closed her eyes and grinned. “So as I intend to supplant both the sun and moon, now and forever, you may call me... Eclipse.”

With that, she wrapped herself in tendrils of magic from which she materialized an ornate dark cloak and rather revealing armor fastened with a pendant inscribed with the sun and moon atop which sat her cutie mark, covering both. “And now, my loyal Lieutenant, we must recruit more to our sacred and very sensual cause. And I think I know just where to start...” she said with a glance and knowing grin outside again, watching with Rainbow the passing of a pegasi weather patrol.

Author's Note

After a month away, welcome back to the story, folks! The Timberwolf curse does indeed run in the Apple family, and if you think about, it does explain a lot. Granny’ll have more to say about it later, but hope you enjoyed her appearance! All credit goes to Silent Woodfire for the Granny-as-Timberwolf idea, which I loved and then just took and ran with. I thank the rest of my production crew as well, including SWF, Leo Archon, AJ_Aficionado and Denim_Blue for the prereads and usual array of fun comments on the google doc.

I’ll be aiming to get the next chapter out for Xmas. Until then, the plot thickens and the corruption continues to spread! Why are Trixie and Starlight not immediately affected? There’s a clue in chapter two, which I retconned earlier. The origin and rules of this sexually transmitted magic I’m keeping private for now, but trust me, it all makes sense and will be slowly revealed over time. Who is next? Well, I’d point out there’s only a few eligible characters remaining at this point, and no matter who the focus ends up being on, expect to hear from all next chapter!