Overseeing the Nightmare Night celebration in Canterlot, Discord was having the time of his life.

Invited by Celestia herself to turn the Castle Gardens into a haunted maze as part of the evening’s festivities, he had done her one better and turned not just the Gardens but the entire castle into his personal playpen, immensely enjoying himself as he played with adults and foals, commoners and nobleponies alike.

With Luna off in Hollow Shades marking the day with the thestrals she once championed, her role fell to Discord and he went at the task with a relish, dealing out frights and sweets in equal measure, though he was currently focusing most of his efforts on Prince Blueblood, whom had boasted at dinner while costumed in his old Royal Navy Admiral uniform that he could not be scared by anything.

Discord, naturally, could not take that as anything but a challenge, and with Celestia’s connivance—she had taken the occasion to transform herself into her own frightening form, taking the appearance of a vampire bat-pony queen for the night—he had dared Blueblood to attempt to run his gauntlet from one end of the castle grounds to the other, promising if he did so without screaming in fear even once, he would grant him a single wish.

When a very wary Blueblood asked him what the catch was, he sweetened the deal further by swearing not to lay even so much as a single spell or talon on him in the process. “All I have to do is scare you into screaming, but I cannot do so by corrupting or harming you,” he offered, and with some sly encouragement from Celestia, Blueblood agreed to the terms, certain of his victory.

Celestia herself was currently at Discord’s side, sipping her usual sweet wine dyed to be blood red and licking her lips happily as she nibbled at some chocolate cake while watching the proceedings, even occasionally participating herself, teleporting to and fro to scare other nobles, alternately promising to suck their blood or add them to her harem… something he thought she might have already done with Fancy Pants and Fleur de Lis, but despite his curiosity, he had respected her privacy just enough not to dissolve her privacy enchantment.

Regardless, he couldn’t help but smile at her antics. In truth, he hadn’t done anything to her, but at her instructions he had told all present that he had—that her appearance and un-princesslike behavior was his doing. It gave her the perfect excuse to go wild and do whatever she wanted unfettered by station or protocol—a rare and golden opportunity she was happily availing herself of.

Ah, my dear Celly, you are so VERY fun when you wish to be! he thought as she next started making out with one of her own surprised Guardsponies, now more than a little tipsy on her favorite wine. Why did we ever break up again…? Ah yes, I decided things were dull and attempted to take over Equestria… he chuckled to himself. And why do I not do it now? Well, for Fluttershy, of course… and because I don’t want to be turned by to stone by the Elements of Harmony again. Admittedly, being good has its perks. And besides, who needs the hassles of ruling when I can have more fun just being a free agent?

He might have watched her more closely—he half thought she was putting on a show for his benefit; a product of their occasional dalliances of ages past—but he had other concerns at that moment, turning his attention back to Prince Blueblood, who was quickly learning that by challenging the reigning King of Chaos, he had bit off far more than he could chew. The Prince had been loudly unimpressed by simple spooks, spectres, and the more childish frights he could offer, so Discord had resorted to far more fitting ones that suited his quarry’s station and personality, unnerving Blueblood with swamp creature tax collectors emerging from a marsh threatening to audit him and zombie financial creditors clawing their way out of the ground demanding additional interest payments and promising to repossess his beloved airship if he didn’t meet their price.

Though the Prince had been merely perturbed at that point, ghostly gossip reporters followed, demanding comment from Blueblood on longstanding—and, Discord guessed, quite true—rumors that he used horn extensions and certain other enhancement methods, chasing him right through walls and closed doors to get their interviews and promising very lurid exposés. Now badly rattled, he escaped those by darting to the kitchen, seeking sanctuary and a stiff drink only to find that the castle kitchen and catering had been taken over by the entire Apple clan. Worse, his favorite spirits and snacks had been replaced by cheap cider and other ‘common fare’; he quickly found himself faced with apple pies served him by a zombie Applejack while her equally undead kin serenaded him with all manner of country music, making him clamp his hooves over his ears while simultaneously trying not to lose his dinner. Panicking, he had fled to what he thought was the refuge of his private quarters...

Only to find he had a wife in the form of a frazzled Rarity and six screaming foals inside, all calling him ‘daddy’ and demanding his attention.

That had finally broken him; he had bolted the scene shrieking to his assayer’s office where Discord had finally found him huddled and shivering under his desk. “Why, my good Prince, you look positively petrified! And what was that about my frights being ‘gauche and unimaginative’?” Discord steepled his paws, turning his surroundings into a funhouse while materializing a throne in front his quarry to watch the show.

“Discord! You will release me from this horrid nightmare at once! This isn’t funny anymore! You win! Now let me go!” Blueblood ordered him in a trembling voice.

“Let you go? But the night is still young and I’m having so much fun,” he told him, reveling in the feel of being a villain again, if ever-so-briefly. He returned them to the middle of the garden with a snap of his fingers, where he’d previously left Celestia alone with her guard, crossing his legs and materializing a goblet of the pumpkin punch he’d been enjoying, drinking it out of an upside-down umbrella. “And I believe our good princess is as well?” he nodded to his right, where the drunken sun princess had left a dazed and sorely aroused guardspony stallion behind, whispering something in his ear as she had departed, slipping him a note.

“Auntie!” Blueblood shouted in shock, aghast anew before Discord turned his lips into a zipper and sealed them shut with a single slashing motion of a talon.

For her part, Celestia ignored him completely, her slitted blood-red eyes focusing with some difficulty on Discord. “Hello, my former lord. Have you been enjoying yourself this fine Nightmare Night?” She sauntered up to him, swaying slightly.

He grinned and took a swig from his makeshift goblet, producing a second one for her as well. “Immensely, my former mistress. I would ask you the same question, but the answer seems rather obvious.” He snapped his fingers again to send the dazed but very happy guard back to Celestia’s quarters, sans his armor, which clattered to the ground around his former post. “And I really must thank you properly for giving me the opportunity. I can’t remember the last time I’ve enjoyed one of your social affairs so much.”

“Well, if you wish to thank me, I could think of several ways…” Celestia gulped down the goblet contents quickly before laying a few kisses down his long serpentine neck and chest, and though Discord could hardly be turned on by something so utterly mundane, it did spark a few memories of things they’d done in the distant past. “If you’re through toying with my nephew, that is…?”

He made a show of giving a heavy sigh. “Well, I suppose I could be persuaded for old time’s sake…” he said as he snapped his fingers a final time to send a shivering Blueblood back to his quarters, releasing him from his control. “Tell me, Tia, had you anything in mind…?”

Indeed she did, as the words she whispered in his ear were almost enough to make him blush. “As kinky as ever I see…” he bopped her gently on the nose with a talon. “So be it! Run along then, my little princess… and you may use whatever spells you wish to try and stop me!”

“I will. But I won’t make it easy!” she warned him, giving him a parting kiss before turning to take flight and flagging her tail at him in additional enticement.

“I would expect no less,” he told her, giving her exposed backside a swat as she took flight on her thestral wings, giggling all the while.

He watched her leave idly, then frowned as despite her enticements, a sudden unease gripped him; a sense of chaos building elsewhere in Equestria. Searching for a source, he found his thoughts casting back to Ponyville, and though he found the images going through his head appealingly unusual, he couldn’t help but find them incredibly unlikely.

“Granny Smith turned Timberwolf? Rainbow Dash dressed as a human nun and Twilight turning evil? Fluttershy hypnotizing Applejack, and Pinkie Pie desiring Rarity, all without any help from me?” he recited as each image entered his mind in turn. “Hmph. There’s unusual, and then there’s just insane. My chaos sense must be off,” he said, turning his little finger into a screwdriver that he immediately stuck in his ear and gave several twists to.

And yet, even after the adjustment, his sense of unease remained. “Must be the pumpkin punch, then. Perhaps I shouldn’t have spiked it with so much of that Cinnamon ‘Aftershock’ that Starlight brought back from the human realm,” he decided, making a mental note to cross the portal himself before too long and see what delicious forms of disorder—and spirits!—that other world had; thinking it might even be worth it even if it temporarily cost him his chaos power to do so. “But it was just too good not too! I really should tag along the next time Sparkle crosses over, but other matters demand my attention for now.”

Tossing his goblet over his shoulder, which promptly exploded into a pumpkin that easily dwarfed anything that could be grown in Equestria, he looked out over the crowd of revelers in search of his quarry. “Ready or not, here I come, Celestia!” he announced to her with a toothy grin as he took flight after her, deciding that whatever followed, this was one event he wouldn’t be discussing with Fluttershy over their next afternoon tea.

A hundred feet above Ponyville’s main street, two bat-winged figures hovered, watching the proceedings inside of Sugar Cube Corner through their slitted pupils.

Their new attributes enabling them to see in pitch blackness even without the help of magic, they could see and hear everything happening inside with perfect clarity. Their slitted thestral eyes had been but the first physical enhancement they had received; the transformation that had overtaken them was slowing but still ongoing, their fangs lengthening and predatory attributes maturing. Their ears had likewise lengthened and become tufted at their tips, giving them sharper hearing to go along with their newly vibrant vision; even their sense of smell had been dramatically improved; they could scent each and every individual pony inside the store…

Though it was the sole non-pony there that interested them most. “Well. It would appear my dear son and scribe has started without us,” the larger of the pair noted idly, her cloaked and armored form gleaming softly in the moonlight, but invisibly outside the privacy spell she had cast to hide herself. Before long, she reflected, she would never have to hide her true self again; before long, all would know not just her appearance, but her magnificence and benevolence...

Before long, all would be part of her growing erotic empire that was certain to span both worlds. “Truly, he has grown up before our eyes. And this is one time where dragon greed will serve him—and us—quite well.”

“Indeed, My Mistress and Queen!” The former pegasus pony at her side was but the first soldier of her new army, one that would in due course conquer all Equestria not with weapons, but with pure sensual pleasure. “It would seem he already has them all under his thrall!” she added, the colors of her rainbow-hued mane now muted and much darker along with her previously cyan coat, her longer tongue darting out of her mouth to lick her lips at thought of events happening inside.

“Not entirely, but I believe it will not be long. Our dear Spike will soon have the beginnings of his own harem, and all without any help from his mother. Truly, I cannot help but be proud.” Eclipse closed her eyes and smiled. “I also cannot help but wonder what form he takes and imparts to the rest. An interesting experiment, and one we ourselves may duplicate later.”

“Forgive me if I speak out of turn, but I must ask… should we not add him and all inside to our ranks now, My Mistress?” Shadowdash said hopefully, her newly enhanced senses able to all but taste the vanilla aroma of arousal—or was it Prench vanilla?— on the wind even at the distance they hovered, recognizing that those within were now receptive to her queen’s benevolence. “They are ripe and ready for conquest! We could make them ours easily!” she made a loop in the air in her excitement, hoping to be granted the task of subjugating them herself!

Eclipse chuckled at that, “Your enthusiasm does you great credit, my loyal and loving lieutenant, but not just yet,” the transformed Twilight wore an odd smile as she remotely observed what was happening with her magic. “To see him now, I believe Spike will be an excellent recruiter to our sensual cause even without our help. We will only approach him when his transformation is complete and his powers and desires have fully… developed. Dragons are resistant to transformative magic, but not immune. Nevertheless, he will take some time to mature, so let us not interfere with the process.

“Indeed, there is no need. Left to his own devices and draconic abilities, I sense he will create many more soldiers and subjects to serve us,” she promised, then closed her eyes and smiled. “And besides, perhaps it is but simple sentiment on my part, but as unrequited as his deepest desires have been… I feel he is owed the chance to explore the pleasures of flesh on his own, unmolested by us.” She chuckled at her own choice of words. “So for now, at least… we will leave him be.”

“My Mistress is both generous and wise!” Rainbow bowed to her. “Then what of Starlight Glimmer? Surely we should seduce her to our side!”

“And indeed we will,” Twilight turned her head to the Town Hall clock tower, where she could sense her former student’s aura trying and failing to ‘cure’ Pinkie Pie, not yet understanding she was trying to reverse not a curse, but the greatest of all gifts. “But again, not just yet. If my future acolyte has learned any deductive abilities from me at all, she will at least glean the barest facts of what she’s up against and attempt to take action. Her first steps are easily guessed, and they will leave me enough time to strew many an obstacle in her way.

“So let her flail about trying to fix what she herself unleashed. Let it slowly seep into her, despite her best efforts, and pull her down into a whirlpool of her own creation, drowning her in her own desires until she can no longer resist.” Eclipse gave a low and lustful growl. “Truthfully, I could easily take her now, but that would be nowhere near as enjoyable as leading her by the nose and watching her struggle to keep her head above water as she triggers trap after sensual trap. I will enjoy greatly watching her slowly succumb to her own unleashed urges until she finally comes to me of her own volition, begging us to complete the process of her rebirth.”

“I look forward to seeing that, Queen Eclipse!” A grinning Shadowdash greatly enjoyed the fantasy her mistress spun, who indulged her by teasing the other mare’s wingtips with her magic and causing shivers to pass through her.

“As do I. She was my student once before, and so she shall become again. No, more than that, she shall become my very disciple, the embodiment of my will… once her own has been completely broken. When the time comes, I will enjoy her seduction and corruption greatly…” she said in lazy anticipation. “And you, my lovely and loyal Shadowdash, may help.”

“I would be honored, My Mistress,” Shadowdash bowed low, then her expression turned to one of sneering distaste. “And what of her ‘Great and Powerful’ companion?”

Eclipse’s expression turned instantly and immensely disdainful. “She is completely unworthy of our time or attention. Her only possible use other than as a simple soldier is as a lure for my once and future student… or perhaps as the accidental instrument of her corruption. She is of little threat or consequence, and though I would certainly enjoy subjugating her after all her boasting to show her how truly pitiful her power is, I have far more important matters to attend. I will thus only spare her the attention she deserves—none.” Eclipse’s eyes glittered. “The ‘curse’ will catch her without any help from us.”

“I see. And what of our other potential allies?” Shadowdash asked. “When we will call them to our side?”

“Just like with Spike, I do not wish to deny them their fun,” Eclipse replied, her expression almost going wistful for a moment. Two have already been reborn as we have, while two others teeter on the brink. The seed has already been planted in them, so let us simply wait until the urges overwhelm them, at which point they will come to us of their own accord. Pinkie Pie cannot be captured by us, but be assured she will likewise succumb and join our ranks in due course. And as for Rarity…?”

She glanced over two blocks to where their fashionista friend was stumbling drunkenly in her sexual stupor, struggling with all her faltering will to make it back home. “Others will attend to her.”

“Others, my queen?” Shadowdash was confused.

“Indeed. I believe some of our friends are already on their way to her,” she grinned, her well-honed magical awareness picking up the underground passage of Timberwolves with at least one other creature in tow. “And as much as I would enjoy watching, we will collect them later. Being bestial in nature, they will be easily bent to our will, and in spreading their version of this so-called curse, they will render their quarry equally animalistic, and malleable. So just as with Spike, we will leave them to it. In the meantime, we have work to do,” Eclipse pronounced.

“I am at your command, Queen Eclipse!” Shadowdash presented herself eagerly, her marehood winking in anticipation of what her mistress might order.

“Then come, my loyal lieutenant. These two may wait, but that does not mean others should. I have a task for you, my dear Shadowdash.”

“What do you require of me, My Mistress?”

“We need converts to our cause, and we must think strategically. We should start with those who can spread our boons swiftest, not just through Ponyville, but throughout all of Equestria. Thus, while I am preparing some surprises for Starlight and converting a valuable new ally of my own, I charge you with the conquest of the Ponyville weather teams so we may recruit more pegasi to our side. I imagine such a task should be both easy and enjoyable for you.” She glanced up at the silhouetted weather team members in the sky, still costumed and shifting clouds back and forth to veil the moon and provide proper atmosphere for the Nightmare Night celebration.

Shadowdash’s eyes instantly lit up. “That will be my greatest pleasure, My Mistress!”

“I’m sure it will,” Eclipse’s raised the other mare’s chin with her magic. “Seduce them to our side by any means necessary, and do have fun in the process,” she directed, pulling her first consort close with her magic and giving her a deep and passionate kiss. “Once you have completed your task, bring them to the castle so they may all receive my blessing… and then be turned loose on the town again in turn. Once they are ours, they will be mine to command… and yours, as their Captain.”

“As you command, Queen Eclipse!” a breathless Dash said once they’d broken the kiss, shooting up into the sky.

Rarity was increasingly unable to walk, think, or see straight.

Every thought, every breath, and every fiber of her being was increasingly consumed with her own arousal, which kept reaching new heights with each stumbling step she took. Her already-wrecked mane was somehow even more frazzled than before and sodden marehood producing a steady stream of cinnamon-scented honey running in rivulets down the inner part of her legs—a scent that had always been a surprise to her lovers; she thought part of the reason Applejack had fallen for her was that it went so well with apples!—it was all she could do to not grab a passing stallion or mare with her magic and seduce them right then and there on the street, though her state and scent alone was enough to turn their heads.

She kept her eyes fixed straight ahead, trying desperately to make it back to her boutique. Her home was but a block away but may as well have been a mile as the distance seemed all but insurmountable; the unbearable urge to just find a doorway and sit back against it, digging her hooves into her marehood while waiting for a convenient pony to pass by so she could grind her overheated loins into them, whether an erect stallionhood or mare’s muzzle, was overwhelming and quickly becoming all but irresistible.

But resist she did, her sense of propriety still holding firm, if only barely. Just… make it… home… she told herself again as she bit her lip at a particularly vivid fantasy of herself at the center of several male partners, all thoughts and worries of Fluttershy gone, hoping against hope that Applejack would be there to quench her growing fire; the urge to rut anything that moved. She even found herself half-hoping the Timberwolves she’d heard earlier were stalking her simply so she might entice them to mount her; so desperate she was for relief!

Please be there, Applejack… I need you… she silently prayed, suddenly finding herself at her front door, fumbling with the key in her aura and to her consternation, dropping it repeatedly before she was finally able to insert it and all but collapse to the foyer floor inside, grinding her hoof into her exquisitely swollen and sensitive marehood when she couldn’t focus her magic enough to do the job in its place.

“Ah!” she cried out, disappointed to find her home empty and that there was nopony who could be with her, having the thought that at that moment, she’d even accept Blueblood if he was the only option, letting him have his way with her if it meant relief. Wh-what is happening to me? Th-This doesn’t feel like a-any estrus I’ve ever HAD! she managed the disjointed thought as she rolled over and continued to pleasure herself on the floor of her own boutique, having left a line of cinnamon-scented droplets on the floor behind her when she entered, unable to remember the last time she felt so incredibly aroused.

And yet, even though she felt her pleasure build, it wasn’t enough to bring herself to climax. For reasons she could not explain, her own hoof and magic wasn’t enough: she needed a partner, and increasingly didn’t care who it was. With that realization, her magic began acting of its own accord to reassemble her punk rocker costume into a very revealing, simple but seductive, emerald-studded pleather dress, one that accented and complimented her altered mane, intending to go back outside and finally give in to her desires, seduce all she met.

“Look out, Ponyville! Rarity is on the prowl!” she announced as she finished and added some additional makeup in the mirror, amazed she could have such skill and focus even as all her thoughts were consumed by one, overriding need and goal:

Having sex with as many partners as she could as quickly as possible.

She had barely finished preparing herself, her constantly winking marehood drooling anew in anticipation of the sensual pleasures to shortly come, when the wooden walls of her boutique rippled before her eyes to either side of her mirror. Excitement and fear rose in equal measure when three shadowy figures materialized right out of it with a series of low, lustful growls and glowing eyes, two sets Timberwolf green and one thestral red…

As she found herself falling quickly into the last set, her final thought was not fear but a great giddiness that her torment was over and she wouldn’t have to leave home to find relief.

“What the...?” Trixie looked around in a panic for the previously present but now-missing Pinkie Pie, thoughts of Twilight suddenly forgotten. “Where did that pink-haired menace go?”

“Never mind that! How did she even wake up? That sleep spell I hit her with should have had her under all night!” Starlight was in equal disbelief, suddenly wondering if whatever part of the curse was in the air had somehow affected her magic… or conversely, had made the curse’s hosts more resistant to it. Okay, this is officially getting scary now! She had a restrain a moment of panic of her own…

Which was only redoubled when a new branch-and-bark-covered figure with glowing green eyes passed ghostlike right through the wooden beams of the clock tower, causing their surface to ripple and then materializing right out of it directly in front of them.

“AAAAIIIEEEEEEEEEE!!!” Trixie shrieked at the Timberwolf’s sudden appearance, stumbling backwards in her shock and fumbling for a smoke bomb.

“Get back, Trixie!” Starlight shouted as she teleported to the other side of the tower and went for her bow again, notching an arrow in one smooth motion, unable to loose it until Trixie was clear.

The intruder looked surprised at the pair’s presence, and then annoyed.

“Dangnabbit! Will y’all shut up already! Ah ain’t that hard o’ hearing!” the half-Timberwolf spoke in a stunningly familiar voice as she rubbed a wooden ear with a paw. “Sorry, but Ah didn’t know anypony was up here or Ah wouldn’t have shown mahself to y’all like this! And you mind puttin’ that little toy down, Glimmer? Reckon Ah’ve had enough to deal with tonight without being hit by an arrow!” she told her, staring at the cloaked unicorn mare through green-glowing eyes that faded to reveal her normal ones, her wood-and-stick body likewise melting back into normal fur and limbs of the Apple family matriarch. “It’s me, so kindly don’t shoot me!”

“G-Granny… Smith?” Starlight lowered her notched bow, but only fractionally, its arrowhead still charged with an explosive spell the unicorn archers of old had used against Timberwolves and Gryphon Talons alike. “But h-how could you…?”

“Long story, but the short of it is, we Apples got Timberwolf magic in us—something I’d never tell y’all if ya’ll hadn’t just seen it!” she said, and Starlight was surprised to feel a moment of satisfaction at having her earlier theory about Applejack’s suspected fate confirmed. “But never mind that right now… Ah just came from the farm and found AJ, Big Mac and Fluttershy all transformed! Had to rescue Apple Bloom from them!”

Trixie and Starlight exchanged a startled glance. “Wait… Fluttershy was with them? And they’re all Timberwolves now?” Starlight asked. Was I wrong about the sexually transmitted curse, then? Are we dealing instead with the proverbial curse of the Timberwolves here? she wasn’t sure any longer.

“Well, Big Mac and AJ are, yeah. But Fluttershy’s ain’t! From the looks of it, she’s transformed back into that danged bat-pony creature Twilight accidentally turned her into a couple years back!”

“Wh-what?” A shaking Trixie pulled herself back up while Starlight was struck speechless.

“Ya heard me! And as for AJ and Big Mac, I knew they might transform someday, but not like that! They’re completely mindless and wanna rut anything that moves! They even all got stallionhoods now! That ain’t normal, even for Timberwolf magic! And if I hadn’t been able to do this—”she let her eyes glow green with her inner power take hold for a moment, causing them to flinch again “—they’d’ve likely taken me and Apple Bloom too!”

“Two… separate transformations… an overwhelming desire to have sex... and they now have stallionhoods?” Starlight didn’t understand, though her brief hope that they weren’t dealing with an STC was shattered. So this is not only an STC, but one that induces physical transformations in its host… that is somehow appropriate TO that host? To what end?

“So enough of mah life’s story, y’all mind tellin’ me just what in the hay is goin’ on ‘round here?” Granny Smith looked between them both. “Ah tracked AJ back to here—before y’all ask, Ah can follow their scent back through the wood they passed through; that’s how Ah found this place. AJ changed here! Ah was hoping to find some answers from the place she first transformed, but so far, just more questions! Like, what was Fluttershy doin’ here too?” She asked as she sniffed at the area around Applejack’s discarded stetson and costume. “And why the hay was she having sex with my granddaughter? Both their spoor is all over the floor!”

With that, everything clicked for Starlight and Trixie. “To spread the curse further and faster…” the former realized with a chill. “To gain and corrupt new hosts…”

“Um, Starlight?” a still-freaked Trixie was staring at Granny Smith, who simply arched an eyeridge and stared back. “Have you noticed that…”

“Think I’m finally starting to understand the parameters of this thing. It first releases some sort of potent magical pheromone into the air that makes potential new hosts amenable to sex even if they wouldn’t have been before, rendering them ripe for the taking,” Starlight recited, mostly to herself.

“Yes, but—” Trixie was ignored as Starlight continued.

“But it’s not just airborne. If it was, we and the entire town would already be infected and fully converted. So clearly, there’s a physical component as well—it needs actual rutting with a fully infected victim to complete the process of corrupting its new host,” she continued grimly. “Fluttershy was patient zero, and Applejack was her first intentional victim. She must have plucked AJ right off the street and brought her here… and of course there’d be no evidence of her if her feathered wings were replaced by bat ones. There’d be nothing to shed.”

“Trixie gets that, but you’re still missing—”

“Once a new host is infected, the curse transforms them into a form more suitable for spreading itself.” Starlight put the remaining pieces together. “When you’re seeking prey, you want to become more predatory... so that’s the common thread between the different transformations to bat-ponies and Timberwolves, then! It’s just drawing upon whatever internal darkness, powers or abilities the host possesses to do so…” she swallowed hard, not even wanting to think of what that might mean for her.

“Starlight!” Trixie shouted, finally gaining her attention. “Trixie understands and agrees with all of that, but haven’t you noticed…?”

Both Starlight and Granny Smith turned to her. “Huh? Noticed what?”

“Her!” Trixie pointed a hoof at the latter. “She was around three infected ‘hosts’ as you’re calling them, but she’s not… you know…”

“Know what?” Granny Smith challenged.

“Well, um… horny…” she grimaced at having to say that so indelicately in front of the elderly mare, who now wore a curled lip.

“You don’t have to say it like Ah ain’t never been it before, missy! What, ya think Ah ain’t never had a roll in the hay? Ah wasn’t always an old prune, ya know!” She took some genuine offense.

“You’re right, Trixie…!” Starlight realized abruptly, her attention now fixed on the older earth pony mare. “She’s not… but why…?”

“Why what?” Granny Smith addressed her directly. “Ah don’t like ponies talkin’ about me like Ah’m not there, young ‘un! So what are you two goin’ on about?”

“Sorry, Granny. It’s just that Trixie makes a good point: why aren’t you affected by the curse?” Starlight clarified, raising her estimation of her friend’s intellect by several notches as she kept coming up with observations Starlight herself had missed. “You were around no less than three infected ponies, and just being around one was nearly enough to overcome us! The curse wouldn’t care that you’re old, and it’s already proven it can twist Timberwolf magic to its own ends, so… Trixie’s right. Why aren’t you affected?” she asked again.

Granny Smith blinked, then rubbed a hoof behind her head for a moment. “Well, reckon it’s been a few years since I’ve had any thoughts along those lines, but… yeah, Ah take yer point,” she granted. “So what does it mean? And more to the point, how do we stop this and cure mah kin?”

“First, we have to figure out why you’re immune…” Starlight knew. “And the only place I can do that is Twilight’s lab. I was already thinking we should go there anyway—we can also get a warning out from there to Canterlot to quarantine Ponyville while we try to stop this from the inside.”

Trixie stared at her like she was crazy. “You want to go… to Sparkle’s lair?” she looked around nervously. “She’s infected, and if she finds us…”

“She won’t,” Starlight was certain. “Not if the curse’s final transformation is beastial like it is for those three, and not if my magic has anything to say about it! Come close,” she ordered them both. “Stand near enough to touch me.”

“Uh…” Both Granny and Trixie gave her a leery look, the former sniffing from a distance at her.

“Oh, for…” Starlight slapped her forehead with a hoof, hard. “I’m not infected! I just need you both to be in physical contact to teleport all of us at once!” she explained in some exasperation, at which point the other two mares glanced at each other and then stepped forward. “Time’s short, so grab on!” she waited for the two to do so, then they all disappeared in a bright flash of light.

As an elated Shadowdash streaked into the sky towards the six-pegasi weather team on duty in the skies over Ponyville that night, she got close and then held up short, hiding behind a cloud to inspect her quarry, appraising them as a predator would with prey.

Though impatient and eager to get started, her mouth and marehood already drooling over the thought of what she was about to do, she restrained herself with some effort. For if she did not put some care and planning into her next actions as she had for the Wonderbolts routines she designed in her far-too-mundane previous life, she might allow one or two weather team members to escape and worse, reveal her and her Queen before they were ready. If that happened, Mistress Eclipse would be gravely disappointed in her... or worse, withhold all her sensual pleasures. And for a loyal servant such as Shadowdash, that was the gravest punishment of all!

“I will not disappoint you, my queen!” she promised in a whisper as she began circling the group at some distance while she planned her strategy, wishing and hoping she’d be back in time to see how Eclipse dealt with her former and future student, knowing the rather epic clashes they’d had in the past. In truth, she had a few ideas of her own about how to deal with the once-impudent-and-still-overconfident mare, and hoped she might yet get the chance to indulge them once she had fulfilled her instructions here!

Using her new stealthy thestral attributes, which included a very quiet wingbeat and nearly invisible profile against the darkened sky, she silently circled the half dozen pegasi from a distance, inspecting and considering each with a lick of her lips as she imagined seducing each in turn. She had known them all quite well in her previous life—the three mares of the group included Cloud Kicker, Blossomforth, and Sunshower, while the three stallions were Open Skies, Star Hunter, and Thunderlane. As was tradition for the on-duty weather team of Nightmare Night, the six were all wearing coordinated costumes for the occasion as well, wearing the improvised garb of ancient Royal Legion soldiers, and even had mockups of swords and shields strapped to their backs.

She smiled knowingly at that. Very shortly, they would become real soldiers in service to a magnificent queen, and their weapons, such as they were, would be their very bodies—in time, they would conquer all of Equestria and Earth without a single drop of bloodshed. And she would show them the way!

Thunderlane was dressed as Flash Magus himself, even wearing a replica of the great shield Netitus on his back, and Shadowdash couldn’t help but smile toothfully at the sight of him, her new thestral fangs gleaming almost as bright in the darkness as her slitted eyes. A recently inducted comrade in the Wonderbolts, Thunderlane had quickly earned the nickname ‘Blunderlane’ when, extremely nervous on his first day as a rookie Wonderbolt and unfamiliar with the barracks, he had misread a sign and blundered right into Spitfire’s private shower, which had later earned him a ‘private inspection’ and ‘special attention’ from their Captain behind closed doors. In truth, Rainbow had received one of those herself following her own failed first performance where she had broken the routine, and even transformed, her loins still tingled at the memory of it…

But payback for that particular pleasure lay in the not-too-distant future; in the meantime, she had a job to do—and very fun one at that! “Your ascention begins now, my former friends and future soldiers…” she promised them all quietly. “And you will enjoy the process!” she announced as she began by simply hovering at a distance from them and seeding the air upwind with her new spoor, allowing herself to become fully aroused to add more to the very atmosphere around her. She then beat her wings slowly to generate a gentle breeze, letting it waft towards the six as they worked with scraps of clouds to keep the moon veiled and the atmosphere on the streets of Ponyville below appropriately spooky under its filtered light.

They had done a good job as always, and Shadowdash couldn’t help but feel a moment of pride for her one-time teammates as she began the first stages of their conversion by letting them taste her new power on the very wind, bringing to the surface all their deepest and most hidden desires. The effects were immediate as the breeze reached them with the barest stirs of their manes; conversations faltered and furtive glances began to be exchanged. Some of the latter didn’t surprise at all as Blossomforth kept looking at Cloud Kicker, who was in turn suddenly appraising Sunshower, but the three stallions of the group were more of a surprise. They had been bantering easily but suddenly stopped talking and made excuses to get further away from each other and were soon looking quite uncomfortable in their costumes, acting as if they were suddenly too constricted on their lower bellies.

Shadowdash’s grin got larger as, now very attuned to all things sexual, she instantly understood the reasons why and decided to save them for later; given the ridiculous reluctance of males to be with each other, they would need more time for their affections to fully ripen. She then singled out her first target—a visibly aroused Blossomforth. The shy mare was now squirming slightly, her cheeks flushed and trying hard to concentrate on her tasks even as her eyes kept going to Cloud Kicker. She kept looking upon her with almost desperate desire and envy as her longtime friend wasted little time in flirting with Sunchaser or stimulating her wings, trapping her on a cloud surface as the three males looked on from a respectful distance, their excitement not helped by the sight or their proximity to each other.

The former Rainbow’s grin got larger at that; she knew full well that left to her own devices, Cloud Kicker would do most of her work for her! But what fun would that be…? She grinned, having the perfect idea of how to get back at her longtime rival and turn her into her best soldier in the process. But first things first… “Hey Blossomforth!” she called out.

“Huh? Rainbow…?” the mare looked happy for the distraction, but also nervous about her state, her wings twitching and threatening to rise from her sides.

Rainbow had to bite her lip to keep from correcting her. It was a perfectly understandable mistake, after all, and for the moment, she needed her quarry to believe she was just the same pony she knew before. “Right here!” Shadowdash waved from above, keeping some fog in the way to hide her features while making sure the moonlight didn’t touch her eyes, else the glow of her slitted pupils might give her away. “Hey, you busy? I need to... borrow you for just a minute,” she said, not entirely keeping the excitement from her voice, licking her lips at the increasingly strong scent coming off the floral-hued mare—pure lilac.

“Borrow me? But…” she looked longingly over at Cloud Kicker, who was now openly making out with a surprised but unresisting Sunchaser in full view of the three males, their wings already fully erect and barely able to keep either aloft.

“It’s okay, you’ll be back in just a few minutes,” Shadowdash said in perfect honesty. “Could you come up here for a second?”

“Um, I really shouldn’t…” she said in a shaky voice, her hoof twice starting to reach down her belly before she caught herself. “I need to…”

It was then that Shadowdash remembered one important fact about Blossomforth—she was shy, but she responded well to more dominant personalities like Cloud Kicker... who was perhaps the most dominant personality in Ponyville existence! —and immediately changed tactics. “Now, Blossoms! Get your pretty flank up here!”

“Eep!” she shouted and instantly obeyed, a few droplets of honey shaking free of her swollen marehood as she ascended, her wings still barely flexible enough to allow it. “Wh-what do you want?” she asked the other mare, then squinted like she wasn’t sure what she was seeing as the fog thinned out. “Rainbow? Are you…”

“I’m perfectly fine…” she assured Blossomforth, who she knew was seeing tufted ears and darker fur, restraining herself from pouncing her long enough to let more of her spoor soak into the other mare’s nose, lungs and body and close range, drawing her desires out further. “Just like you’ll soon be…” she blew away the fog and stepped into the moonlight, causing Blossomforth to start as she finally beheld her friend’s rather exaggerated thestral features in the low light

“Wha…?” she took a half-step back as Rainbow lunged forward and aggressively kissed her, tossing aside her helmet and laying sharp-toothed nips all over her neck, causing her to shiver. “But Rainbow…” Blossomforth gasped, pushing away weakly so she could properly look at the transformed mare that was ravishing her. “Y-you’re not… this isn’t a costume…” she managed in a weak and shaky voice.

“No…” Shadowdash confirmed as she silenced the other mare with a fresh kiss, invading her muzzle with her longer tongue. “It isn’t… and my name isn’t Rainbow anymore,” she told the other mare as she pushed her down on her back into the cloud beneath them, taking the top position as she knew from her association from Cloud Kicker that Blossomforth was vulnerable to. “It’s Shadowdash now. And my mission is to bring you to my mistress and show you the glory of our ways...”

“Mission? Mistress?” To little surprise of her captor, a sorely aroused Blossomforth did not resist as she was placed on her back. “What are you going to do to me…?” she asked in a weak but needy voice, turned on beyond all reason and measure by the predatory pony in a dominant position above her, intent to make her a plaything.

“Nothing but make you one of us. Nothing but show you the time of your life,” she promised the other mare, laying a kiss on her forehead before suddenly exerting her weather control to wrap tendrils of cloud around the other mare’s limbs, immobilizing her causing her to give a fresh eep! as a fresh fetish and accompanying surge of floral nectar was triggered. “Well now. Who’d’ve thought you enjoy bondage, Blossomforth? Well, aside from anyone who ever wondered why you and CK were an item!” Shadowdash teased and booped the other mare on the nose, causing her to shiver and tremble. “So, tell me, filly… would you like to turn the tables on Cloud Kicker? Would you like to become the instrument of her corruption and conversion, just as I’m now doing to you? Would you like to become as I am; an unstoppable predator of ponies able to have whoever she wants?”

““Yes...” Increasingly excited and desperate for release, Blossomforth nodded immediately. “Please… make me yours. And make her mine…” she pleaded, now willing to do anything for the transformed Rainbow. “Do me…” she bared her throat to the other mare in a submissive gesture she’d never given to anypony except Cloud Kicker

Despite her transformed state, Shadowdash’s heart all but melted at that, having taken a liking to the shy mare in her previous life. “Now how can I resist a request like that? Then again, it’s not like I would have given you a choice, Blossoms…” Shadowdash told her with a final kiss, then turned around to straddle the trapped mare, facing the other direction before lowering her hindquarters in her face, letting her own sweet plum scent soak into the other mare’s nose, but keeping it just out of range of her tongue to savor the moment, hearing her whimper.

“Now I want you to eat me out, filly...” she told the cloudbound mare, finally lowering herself the rest of the way to grind her . “Do me just like you do Cloud Kicker. Do it, and you’ll have not just her, but everything you’ve ever desired…” Shadowdash promised huskily as she likewise lowered her head down between the other mare’s spread legs, intending to make her first quarry’s conversion as intense and as pleasurable as possible.

“Do it, and you will be reborn to serve a cause and a Queen far greater than any of us are…” she announced as they exchanged their very first licks.

Author's Note

Well, first up, a special thanks and an apology, folks. I think both are owed to prereader Denim_Blue, who I asked to review this on short notice even though he was working. He did it despite his schedule because I told him I wanted to release today, so I owe him one. Thanks to AJ_Aficionado and Silentwoodfire as well for getting to this promptly and repeatedly; my writing just wouldn’t be as good without any of these guys.

I also apologize for ending this without getting into the large-scale scene I had planned for this involving the entire weather team, but the reason was twofold: first, the scene-setting and slow buildup was taking too long; it felt as if I couldn’t easily shift tones and speed here without it being too jarring. So it seemed better to let this be the buildup chapter and let the truly wild and crazy stuff reside in the next, where the pace could be all-out and I could cut loose without worrying about length or pacing. And second?

And second… I wanted to give notice there are some gay M/M scenes upcoming folks, hinted at here. The way the curse works allows for it and I thought some warning should be given. Never tried a gay scene on fimfiction before, though I have done them in my anthro works. Should be fun! The next chapter will be wall-to-wall sex as Rainbow-turned-Shadowdash completes the conquest of her former weather team comrades, taking particular delight in corrupting at least two members, and events at Sugar Cube Corner reach their climax as well; you’ll find out exactly what Spike does and becomes. And let us not forget Rarity! I think you know what’s about to happen there. The dominos are falling quickly now...

It is possible and perhaps even likely I will put these three scenes into their own separate and shorter chapters just so folks can avoid any topics they don’t like. In the meantime, hope you enjoyed the new chapter, including the opening aside with Discord, Celly and Blueblood, and slow buildup to not just Rainbow’s triumphant scene, but Starlight’s coming fall!

If you enjoyed the new chapter, please hit the tip jar on my Patreon account! Even a dollar or two is welcome!

https://www.patreon.com/firesight