A Sensual Nightmare

by Citrus Recluse

Rating: mature
Tags: Fetish, Sex, Profanity, Twilight Sparkle, Anthro, Porn, My Little Pony: Friendship is Magic
Length: 12558

Twilight Sparkle, captured by cultists, she and her soon-to-be friends about to be made into hosts for succubi to serve Nightmare Moon, is left with no choice but to cast a dangerous spell with several catches, some dangerous ... but all sexy.

Twilight Sparkle, captured by cultists and she and her soon-to-be friends about to be made into hosts for succubi to serve Nightmare Moon on the eve of her escape, is left with no choice but to cast a spell, but there's a catch; instead of being bound to the succubus, she and the others will be bound to ... some random males that the spells summons.

So it's up Twilight, her sort-of friends, and this random assortment of slightly perverted guys to stop the cult and prevent them from summoning any more demons in time to stop Nightmare Moon! Piece of cake, right?

Tags:
[Demonic Possession] [Hypno Boobs/Ass/Cum] [Probably Some Other Stuff I'm Forgetting]

This story was a commission! If you like it, you could consider commissioning me, tipping me on Ko-Fi, or pledging on my Patreon.

Published 2018-12-21 17:10:01 UTC
Last updated 2018-12-21 17:10:01 UTC

Creatures of the Night

Twilight Sparkle busied herself with calibrating the instruments on an around her telescope.

Tonight was the night of the Summer Sun Celebration, and while everyone else might have been content to frolic and party around like nothing was wrong, she, on the other hand, was very busy trying to prevent the end of the world.

Tonight, the stars would aid in Nightmare Moon’s escape, and she would bring about it an eternal nightfall.

Unless Twilight did something about it.

Which she had every intention of doing, but it the fact that all the people in this town were crazy, unhinged, anxious wrecks, or just country bumpkins was so far stymieing to her efforts.

A knock came on the door, warning Twilight of the arrival of yet another interruption.

Twilight sighed and groaned before going to answer the door.

“What is it?” Twilight demanded, swinging the door open. “Can’t you see I’m busy!?”

Twilight’s answer came in the form of a sharp stinging sensation in her side. Her vision became blurry. She staggered, then fell backwards, her legs going out from under her. The last thing she saw before blacking out completely was a big grin on a dark blue face.

Twilight groaned, coming to an hour or two later. She could tell some time had passed because she felt hunger in her stomach, but beyond that, not much.

She was in a room that was dark, only barely lit by a few stray candles placed here and there on the floor. Once her eyes adjusted to the light, she saw all the people she met today tied and bound to wooden posts, their faces illuminated and framed by the candlelight. There was Pinkie Pie, Applejack, Fluttershy, Rainbow Dash, and Rarity.

Twilight attempted to move, discovering that she was likewise tied up.

“Ah, good,” a pony in a hood said. “You’re awake. I was beginning to worry we would have to do the ritual with you on an empty stomach.”

“What ritual? Where am I? Who are you people?” Twilight asked.

“My, so many questions,” the hooded figure said. “Don’t you worry. All will be made clear in due time.”

“That’s even more worrying!” Pinkie Pie said. “Only bad guys say things like ‘in due time!’”

“Good, bad, these are just empty words,” the hooded figure said. “Without knowing what it is we intend to do, can you really judge us as being these things?”

“Well, you’ve got used tied up in a dark area far from potential witnesses, which implies that you know that if people saw you doing this, they would object, and you’re doing it anyway, which in turn suggests that you don’t want people to try and intervene, which all together implies you are knowingly breaking the law so … yes,” Twilight said.

“Regardless,” the hooded figure said, pressing on. “You must eat, princess.”

More hooded figures appeared from between the candles, as if they had merged with the shadows themselves and just now separating. Two of them came towards Twilight with a bowl of porridge. One held the bowl and the other held the spoon, which she used to scoop up and offer Twilight a bite.

Twilight turned her nose away. “I’m not eating that.”

“Ah, you are afraid it’s been poisoned, or corrupted with a magical agent somehow, aren’t you?” the leader asked.

Twilight nodded.

“Twilight Sparkle, I give you my word that there is no poison or magical enchantment inside the food. It’s just porridge. Nothing more.”

“Your word doesn’t mean a whole lot to me since the first thing you did to me was stab me with a sedative and tie me to a pole!”

“She has a point there, darling,” Rarity said. “We have absolutely no reason to trust you, and plenty of reasons not to. Typing up random ponies to poles is not something most trustworthy ponies do.”

The leader laughed. “Oh, you poor dears. Celestia has woefully unprepared you, hasn’t she? You don’t know, do you?”

“Know what?” Twilight asked, narrowing her eyes.

“You six were not chosen at random,” the leader said. “You were chosen very deliberately, for a very specific purpose.”

“And that purpose is?” Twilight asked.

“Eat, and perhaps I’ll tell you,” the leader said.

Twilight pursed her lips. She weighed the pros and cons, but was unable to make a decision herself. She looked over to the others, hoping for guidance.

Pinkie Pie and Rainbow Dash shook their heads in a no vote. Fluttershy, Rarity, and Applejack nodded yes.

“Fine,” Twilight said. “I’ll eat.” She leaned her head forward and opened her mouth, and was fed the porridge.

She chewed it as much as she could and swallowed. There was nothing immediately obviously wrong with how it tasted or felt going down her throat.

“Okay,” Twilight said. “I’ve eaten. Now, tell me what’s going on, what you’re doing, and why we’re here.”

“Hmm … I’d hope you would eat a little more than that before I explained anything. Oh, very well.” The leader turned away and began pacing as he explained their plan. The two other cultists continued to try and feed Twilight Sparkle, with mixed results.

She’d already taken one bite. What did they put in the porridge that made them want to feed her more of it so much?

“You six,” the leader began, raising his hand and wiggling his fingers for dramatic effect, “are destined to become the wielders of the Elements of Harmony, the only thing that can stop our dark mistress, Nightmare Moon. Our mistress foresaw this, and gave us explicit instructions for how to stop this, going back hundreds of years. We are the Cult of Nightmare Moon, and it is our duty to stop you from stopping Nightmare Moon.”

“From stopping some other person we don’t even know about!” Pinkie Pie said.

Everyone stopped and stared at her.

“What? That’s normally how these things go,” Pinkie said.

The leader cleared his throat. “Moving on. Once you are all fed and prepped, we are going to begin the ritual that will bind you to our mistress’s will. You will not be changed … too much, but your allegiances will be made to shift from that useless Celestia to the glorious wonder that is … Nightmare Moon!” he tossed his hands up into the air.

“Wonderful performance, darling, very dramatic,” Rarity said.

“Oh, you think so?” the leader said. “Because honestly, I’ve been rehearsing and I felt so nervous about getting the delivery right.”

“You were excellent. I really felt the suspense, the danger of the situation, the drama! But, um, now that you’ve got such a good take for your audition tape, maybe you could consider letting us go?”

The leader laughed. “No, no, I’m afraid that’s simply won’t do. You’re going to have to stay here. All of you. I like your sense of humor, Rarity. I hope you don’t lose it in the process.”

“We could guarantee I don’t lose it by not making me go through the process,” Rarity suggested.

“Enough!” the leader snapped. “I’ll hear no more of any talk that has to do with letting any of you. You will be put through the ritual, and you will be made loyal servants of Nightmare Moon!”

“As if!” Rainbow Dash snapped. “I’d never betray Celestia!”

“Don’t think of it as a betrayal,” the cult leader said. “Think of it as letter of resignation. You’re simply … resigning your post as a member of Celestia’s kingdom to go for a better opportunity in Nightmare Moon’s.”

“You have absolutely no proof that Nightmare Moon’s kingdom offers anything better than Celestia,” Twilight said.

“Sure I do. She’s not Celestia.”

“Okay, so, I’m not an expert in, like, logic and stuff, but it seems to me y’all need a better argument than ‘she’s not Celestia’ to convince us folk here, a bunch of ponies who, you know … actually like Celestia?” Applejack suggested.

The leader brayed derisively. “You’re so blind. You will see. You will be made to see.”

“See, there you go, sounding like a bad guy again!” Pinkie Pie said. “That’s totally a bad guy thing to say!”

The leader snapped his fingers. “Gag her. I grow tired of her cliched trope pointing.”
His minions quickly moved and tied a cloth around Pinkie Pie’s mouth. Pinkie Pie rambled and raved against being gagged, though the gag muffled her complaints.

“Enough of this!” the leader said. “It is long past time to begin the ritual!”

The hooded cultists dispersed throughout the room. They took out sticks of chalk and began drawing spell circles around the posts the girls were tied to.

Fluttershy tried to pull her legs up, for all the good it did.

“Excuse me, darlings,” Rarity said, “but seeing as you’ve got us tied up with no way for us to escape, would you mind explaining to us what exactly this ritual is going to do?”

The leader considered this. “I suppose you’re correct. There’s nothing that you can do to change your fates now.”

Twilight Sparkle’s horn glowed to cast a spell, and to prove his point, the leader turned around with reflexes worthy of a Wonderbolt and zapped Twilight’s horn with a wand, making her magic fizzle out.

“As I said, there is nothing you can do now,” the leader said. “So I suppose it would ultimately be harmless to let you know. We are going to summon a half dozen succubi.”

Rarity blinked. “Is that it?”

“No, that’s not it. These succubi are special. Once we have summoned them, we are going to bind them to you. They might possess you, one could say, depending on your perspective.”

“That sounds awful!”

The leader shrugged. “Again, it’s a matter of perspective. Part of the process will involve overwhelming your minds with pleasure so you’ll be more willing to submit. Then, once you have ” he pointed emphatically to Rainbow Dash, “because you will submit, whether you believe it or not, it is inevitable. Once you have submitted, the succubi will merge with your bodies, and then you will be the pleasure-bringing servants of Nightmare Moon. You will help spread the good word of Nightmare Moon and use your seductive prowess to charm others into following her.”

“Never!” Dash shouted. “I’d never be part of such a sick and twisted scheme! I’m not going to abandon Celestia, no matter what you do, and I’m certainly not going to convince other ponies to do the same!”

The leader chuckled. “We’ll just have to see, won’t we?” He went over to one of the chalk circles, got on his knees, and began chanting, as the did the others.

The chalk circles came alight with a sickly green color. Twilight could sense that the demons would be here soon.

She needed to act, and fast, unless she wanted to be possessed by a succubus.

The cult leader was right. There was nothing she could do to stop it.

He was also wrong. Celestia had prepared her for this. She knew a spell. A spell Celestia insisted on teaching her. A spell that could mitigate the damage.

Twilight had questioned it at first, wondering in whatever possible situation she would ever have need of such a spell, but now that she was here, with these cultists preparing to sacrifice her to a succubus, she saw the reason why Celestia was so insistent on it.

She couldn’t stop the ritual as she was, tied up and with her magic dulled by the leader’s wand.
But if she cast the spell, she could stop the succubi from taking them over completely.

There would be a few drawbacks. The spell was limited. It couldn’t keep the succubi out completely, which was what Twilight would have preferred. But a spell that powerful would probably draw the cultists’ attention. This much weaker spell was subtle enough she could cast it covertly and keep them from noticing it until it was too late.

She just wished she could communicate her intent to the others. She would have wanted to get their opinions before casting a spell that could affect them so drastically. It was a huge gamble, and if they didn’t want to take it, she would understand. But she couldn’t say anything about it without letting the cultists know what she was planning.

She really wished she had paid more attention to that telepathy course at Celestia’s School for Gifted Unicorns. She dismissed it at the time as new age pseudoscience, but if there was even a chance it could work, it sure would have come in handy now.

Twilight cleared her head of those thoughts. No use wondering about things that could or would have been. Now it was time for action, do or die time, and if the girls didn’t like the results of her spell … well, she’d have to see if she could do something to fix it, after they escaped from the cultist, stopped Nightmare Moon, and got to safety.

The spell was a ritual, so she needed components. Thankfully, the cultists already provided the chalk lines and candles. They wouldn’t mind if she ‘borrowed’ one or two for her own ritual.

And frankly, screw them if they did.

Twilight closed her eyes and focused, chanting under her breath, going quiet to escape detection.

The cultists continued their chant, unaware anything was amiss.

“Egassem sdrawkcab.Eegassem sdrawkcab.”

Smoke billowed out from the center of the chalk outlines, stars and pentagrams glowing. The ceiling turned on and added a glow of its, appearing like the night sky like the inside of a planetarium. The artificial skyline made Applejack and Fluttershy in particular uneasy.

The smoke lines rose up into the air and twisted together, forming into shapes. They sculpted themselves into shapely, attractive feminine bodies. A few of their cultists were captivated by them and leaned in to be taken away for blissful pleasure.

One of the shadows reached out and touched its finger to the chin of a cultist. He giggled at the touch.

“No!” the leader grabbed him by the shoulders and jerked him away. “Do not be taken in! It might seem pleasurable at first, but you will suffer later. They must be bound to their hosts first!”
He grinned. “Then, perhaps, you might have your way with them … if they will permit it.”

He bowed, and the women shapes giggled at his manners.

The smoke women rose up into the air and then dispersed, transforming back into eely wisps of smokes that slithered through the air. They rose up and converged on each of the girls, wrapping around them like lacey straps. The girls scrunched up their eyes and braced themselves for the coming possession.

The leader grinned, watching all this with satisfaction in his smile. But his smile faltered.

“Wait. Something’s wrong.”

“How can it be?” a cultist asked. “Everything is going exactly according to plan.”

“Yes … exactly according to plan.” the leader pursed his lips. “It does seem odd no one has tried to stop us.”

“You see? That’s because nothing’s wrong. Everything has gone precisely according to your design, master.”

“Wait. Silence.” the leader snapped. “I hear something.”

He searched around the room, sweeping the room for something out of the ordinary. His gaze at last fell on Twilight Sparkle, and he nearly missed it at first, but then he doubled checked and saw that her lips were moving, however imperceptibly.

“No! Stop her!”

He ran towards her, but it was too late.

Green smoke appeared to join the black smoke, and lightning crackled on the floor. A tear appeared in the artificial night sky, ripping it straight through the middle.

The leader continued towards Twilight Sparkle, but an arc of electricity surged and caught his ankles like a tripwire, sending him tumbling down face-first into the floor.

“Master!” the cultists cried out and ran towards him.

He held his hand out. “No! Forget about me, we need to stop -”

A thundering BOOM cut him off.

Another BOOM followed, and smoke peeled up from the floor, smothering and covering the room.

When it cleared, Twilight Sparkle, Rainbow Dash, Applejack, and the rest were freed from their bonds, sitting next to the posts, and now with their bodies merged with the succubi and sculpted into the same attractive shape. Their tits swelled up ad burst out of their chests, they each now had an hourglass physique with a valley for their waists, and their hair streamed down their shoulders while their clothes changed into odd, suggestive costume; Twilight had the white shirt and black skirt of a librarian, Rarity was in tight fluffy pink dress with her cleavage out, Fluttershy was dressed like a movie version of Dracula, Applejack had a corset to go with her cowboy hat, Pinkie wore next to nothing but a loose outline of lace, and Rainbow Dash had a leather vest with several pins in along with fishnet leggings.

But there was something else, too. Besides each girl was a male stallion, each of them wearing polo shirts and jeans and with flabbergasted expressions on their faces.

“What …?” one of them asked.

“Where are we?”

“How did we get here?”

“Hi!” one of them turned towards Rarity, and was clearly flustered by her curvy appearance. “What’s your name?”

Rarity, knowing his type very well, scoffed and rolled her eyes.

“Quick!” Twilight said to the male next to her, juggling her boobs for his pleasure. “Do something to get us away from these cultists!”

“You got it, busty!” Twilight’s male said. He got to his feet and gave the nearest cultist a haymaker.

“I have, like, no idea what’s going on,” one of the boys said.

Twilight stood up and whispered into her boy’s ear.

“Come on, lads!” he shouted, raising his fist into the air. “We’ve got to rescue these helpless damsels in distress from this awful cultists!”

“Helpless?” Rarity crossed her arms, appalled. She was distracted by the way her arms folded up against her cleavage. “I’m many things, Twilight, but I’m not helpless!”

“I needed something easy to understand that would also get him to act quickly, so sue me,” Twilight said.

“I think I will,” Rarity said.

“Rarity, look out!” Applejack said.

Rarity turned around to face the cultists trying to sneak up on her. Acting totally instinctively. She jiggled her boobs at them.

“Back away,” Rarity ordered them.

“Nice … big boobies ...” the cultists drooled and obeyed her commands.

“This has gone totally to pieces,” the cult leader said, grabbing his nearest servant by the shoulder. “It would be best if we retreated for now.”

“Wise words,” the servant said.

“Don’t let them get away!” Twilight ordered.

The boys all gave pursuit to the cultist, but the leader threw down a smoke bomb to cover their escape.

The girls and boys coughed until the smoke bomb’s effects ran out, and the cultists were gone.

“Damn it,” Twilight muttered under her breath. “Come on, they couldn’t have gotten far.”

“Whoa, whoa, hold on,” Applejack said. “Time out now there, Twilight. Would y’all mind explaining, I don’t know, anything at all about what just happened?”

“We don’t have time,” Twilight said. “We need to stop those cultists before Nightmare Moon escapes. It’s going to be a nightmare – pun not intended – if she gets out and she has an army waiting for her!”

The girls all glared at her.

“Twilight, we’re not going to take one step until you explain what’s going on, in full detail,” Applejack said.

“Yes. And do try not to leave anything out, darling,” Rarity added. She glared at the manservant who was now fawning over her.

Twilight sighed. “Okay. Here’s the situation.”

“We’ve been possessed by succubi now using us as hosts-”

“Yeah, we got that part,” Applejack said.

“We heard the villain exposit, too, Twilight,” Pinkie Pie added. “You don’t have to recap it for us.”

“Okay, okay, well … Celestia knew this was going to happen,” Twilight said.

“I find that hard to believe,” Rarity said.

“She knew that this was one of several possibilities that had a chance of happening,” Twilight said. “Better?”

“On second thought, I think I like the first one better,” Rarity said.

Twilight rolled her eyes. “We don’t have time for this. The point is, Celestia taught me a spell – a spell she warned me not to use except in the most dire circumstances, because it comes with a few … drawbacks.”

“What kind of drawbacks?” Applejack asked.

“First, we’re now bound to the men we summoned. Second, we have to do what they tell us to,” Twilight said.

“What!? That’s awful!” Rainbow Dash exclaimed. “You mean we have to be – concubines for these losers?” She glared resentfully at her bonded master.

“Yes, I’m afraid so.”

“Twilight, y’all had better have a damn good reason for casting a spell like that on all of us,” Applejack said.

“Because if I didn’t, then we would all be completely under the control of the succubi possessing and worshipping Nightmare Moon while having an orgy with the cultists right now,” Twilight snapped.

Applejack gulped. “Okay, yeah, that’ll do.”

“We’re still bonded to the succubi, but this way, we can at least use their powers for good,” Twilight said. “Provided our new masters don’t mind us trying to save Equestria ...” Twilight gaped and drawled when she saw who she summoned to her. A handsome male with a rugged face.

“Oh my gosh!” Dash gasped. “Twilight, you’re master partner guy - he’s Flash Magnus!”

“Indeed I am,” Flash Magnus said.

“Who?” Applejack asked.

“He’s one of the Pillars of Equestria!” Rainbow Dash explained. “He helped saved Equestria from a monstrous shadow creature, and countless other threats! And now he’s here, now, with us! Squee!” Rainbow Dash tapped danced, her excitement getting the better of her.

“Yessirah,” Flash Magnus said. “I can’t say I fully understand the details of what’s happening with all these succubi and possessions and what have you, or how you brought me from my former place and time, but if you say Equestria is in danger from these cultists, then I believe you. You have my shield in Equestria’s defense.” He held up a large silver shield that made Rarity’s feet hurt just from imagining it dropping on her toes.

“Good, because we’re going to need all the help we can get if we’re going to stop the cultists, exorcise the succubi from our bodies, and then get out in time to stop Nightmare Moon from bringing about eternal night.”

“That sounds bad,” Rainbow Dash’s partner said.

“I don’t know, I find it gets too hot for me during summer,” Fluttershy’s partner said. “I mean, do we have to save the world from this Nightmare Moon? What’s in it for us? Besides, if she’s going to cause eternal night, she’s done some thinking about how to keep all life on the planet from ending, right? Because you kind of need sunlight to live, and if you don’t have sun, you die, and if you die, you can’t worship the Queen of the Night or whatever she calls herself.”

Fluttershy glared at him. “Listen here, you. You said yourself eternal night would be bad. It would be bad for the plants, and the animals, so we are going to march out of here and do something about it, even if it causes you personal inconvenience!”

Fluttershy’s partner blushed while a bulge formed in his pants, turned on by Fluttershy’s assertiveness. “Yes, ma’am.”

“Now hold on here,” Applejack said. “Twilight, I thought you said we were bound to follow their commands?”

“Indeed. In fact, now that I think about it, you were the one controlling Flash Magnus with your, um, assets,” Rarity added.

“Yes, we do have to follow their orders, but if they haven’t given us any orders, then we’re fine,” Twilight said. “As for controlling Flash Magnus, well … you can thank my new succubus powers for that,” Twilight looked self-consciously.

“Really?” Rarity’s partner, Flash Sentry asked. “So if I ordered you to drop and give me a blowjob right now, would you?”

“As if I would ...” Rarity moaned, her eyes turning into pink swirls while matching bubbles poured and flew up out from her ears. She got onto her knees and wrapped her lips around Boy’s cock, ignoring the fact that it was currently covered up by his shorts.

Flash Sentry blushed and went to pull his shorts down so she could suck him off properly.

“We don’t have time for this!” Twilight snapped. “We need to stop those cultists!”

“Speak for yourself,” Flash Sentry said, smiling as Rarity worked over his veiny rod. “I’m enjoying this.”

Twilight sighed. She looked over to Flash Magnus, who replied with an affirmative nod.
Flash Magnus reared his arms and hurled his shield, narrowly missing Rarity’s partner and embedding it into the post Rarity was tied to.

“Come on, lads!” Flash Magnus urged him. “The safety of Equestria, possibility the entire world, is at stake! We must prevail! And that means curbing our libidos until the threat is vanquished! Onward!”

He marched up the stairs, then came back down.

“Someone grab my shield on their way out,” he said.

Applejack took up the task, liberating the ax from the post, and she and the others, along with their men, marched up the stairs, except for Flash Sentry and Rarity.

“Come on, you two!” Applejack shouted at them. “Don’t make me throw this shield at you again!”

Flash Sentry sighed. “Rarity, stop sucking me off.” Rarity obeyed, returning to an upright position and clear mind. “We’ll have to finish this later.” He pulled up his shorts and begrudgingly went up the stairs.

Rarity placed a hand over the side of her head. “Why does my head hurt? And why am I craving the taste of something salty?” She blushed as she realized what the salty taste represented.

“Rarity, come on!” Applejack shouted at her.

“All right,” Rarity said. “I’m coming, darling, I’m coming! Some of us move a little slower than others, you know.”

Rarity joined the others up the stairs, following them into a long hallway filled with dim, warm lights.

“I guess they’re really only concerned about that night time lighting theme when they’re during rituals,” Pinkie Pie remarked.

“Well, of course, darling. A bit of fashion is all well and good, but you have give way to practically now and then,” Rarity added.

They advanced through the hallway for some paces before Flash Magnus held out his arm.

“Stop. I sense a trap.”

Flash Magnus was right on the money, as tripwires and spiked jacks scattered over the floor, soon joined by a round of smoke bombs shooting up purple, starry smoke.

“There’s the theming back!” Pinkie Pie observed.

“We’ll have to move carefully,” Flash Magnus said, using the bottom of his shield to sweep around and test where the tripwires and jacks were. “We could step on any number of things in this fog.”

“Wait, Flash, I have an idea,” Twilight said. She balled up her fists and grunted.

“Really, Twilight,” Rarity said. “Pretending to expend effort is not the same thing as expending effort. Trust me, I’m an expert on these sort of things.”

“Nice to hear you admit it,” Applejack quipped.

Large, bat-like wings burst out from Twilight Sparkle’s back, and she took up to the air. She flapped her wings furiously, blowing the smoke away and allowing them to see the traps.

“Show off,” Dash grumbled.

“Takes one to know one,” Applejack added.

“Why don’t you say that to my face, you-?”

“Girls!” Twilight shouted. “We don’t have time for this!”

“Indeed. Every second we waste arguing is another these cultists have time to prepare to help their dark mistress,” Flash Magnus said.

But once Applejack and Rainbow Dash got into it with each other, few forces in the universe could separate them again. They were already on the floor, engaged arm wrestling with each other, while their masters cheered them on rather than try to break them up.

Twilight sighed. She flew over to the boys and jiggled her boobs at them. “You two, tell them to stop fighting this instant!”

“Yes, pretty lady,” the boys said, hypnotized by Twilight’s jiggling rack.

“Applejack, Rainbow Dash, stop fighting with each other.”

“Okay!” both girls got the same pink swirls in their eyes and stopped their feud at once, rejoining the rest of the group to give pursuit to the cultists.
Twilight raised up and blasted the floor with her magic, clearing it of the rest of the traps. “Let’s go!”

The group continued through the hall.

Hissing came from the ceiling and smoke poured in from the vents.

"Really?" Rainbow Dash groaned. "How many smoke bombs do these guys have?"

"They've had a thousand years to prepare," Twilight Said. "They probably made sure to stock up. Everyone, try to keep together! Getting separated is probably exactly what they want!"

"Right you are, Twilight Sparkle!"

"Who's there?" Twilight couldn't see the cultist through the smoke and was tripped up by someone smacking her in the ankles.

"Begone, ye knaves!" Flash Magnus said, waving his shield around. "I'll not have you hurt one hair on this lass's head!"

"Okay, fine, so we'll shave her hair off."

"Don't you dare!" Rarity shouted. "I won't let you commit such a crime against fashion!" she charged, but someone jabbed her in the ribs with a staff and she went stumbling backwards.

She bumped into Flash Sentry tripping over on top of him and dragging them both to the floor with his face stuffed into her back.

"This would be more pleasant for me if you were turned the other way around," he muttered into Rarity's back.

"What's that?" Rarity asked. "Speak up, darling, I can't hear you."

He lightly pushed her in the back to signal for her to get up.

The smoke cleared away from the room, but they discovered they were alone in the hall, with neither their friends nor cultists anywhere to be seen.

"Drat. They must have gotten lost in the smoke," Rarity said. "Come on. If we hurry, we might be able to find them."

"Hold on," Flash Sentry said. "Why should I have to follow your lead?"

"Because I'm the one with the succubus powers," Rarity snapped. "Or do you need me to use these on you?" She cupped the sides of her boobs and jiggled them slightly.

Flash Sentry was embarrassed by the erection the sight of her tits induced in him. Was he really that easy to turn on?

"No, no," he said. "That ... won't be necessary. I'll follow you."

He stepped forward under a vent, tripping a wire. Unnoticed by either of them, a bucket turned over, spilling a pink liquid onto him.

"Gah!" he exclaimed and cried out, rubbing to get the liquid out of his eyes.

"Flash Sentry!" Rarity exclaimed, running over to him to help. "Are you okay?"

"Yeah, I think so. Whatever this stuff is, it just got into my eyes, that's all," Flash Sentry said, using the collar of shirt to wipe his eyes dry. "Let's go, Rarity."

Rarity was distracted looking at his should, where the soapy substance was spilling off.

"Rarity, I said we can go."

"Yes, yes, of course darling, I'm just ... worried."

"Worried? What are you worried about?"

"Well ... this stuff here. Just ... look at it! Doesn't that look just like a love potion? Or worse, an aphrodisiac?"

"I don't know what you're talking about," Flash Sentry said. "We need to ... we need to..."

"To?" Rarity asked.

His vision became blurry. His cock throbbed in his pants. Everything around them distorted to the point he couldn't process it, except for Rarity.

Beautiful, curvy, busty Rarity, who was standing in front of him with her gorgeous tits out, Rarity, who was bound to him and obligated to serve him.

The aphrodisiac soaked deep into him. He couldn't take it anymore.

"Rarity," he said, "suck me off. Suck me off, please, and use your tits."

"I am not going to ..." Rarity protested, before her eyes filled with pink swirls and she began to drool. She got on her knees. "Yes master."
Flash Sentry dropped his pants, giving his hard cock room to breath. Rarity, unable to disobey, hungering for the taste of his seed in her mouth, leaned over and enveloped his member with her soft lips.

"Oh, yes," he moaned and put his hands on Rarity's head. "Yes, please. Harder. Harder!"

Rarity sucked as hard as she could, her lips traveling up and down the length of his shaft, which twitched in her mouth, eager to get to the end and explode inside her.

She lifted up slightly, pressing the sides of her boobs to the bottom of his cock.

"Rarity, they're so soft," Flash Sentry complimented. He reached down and groped her, producing a squeak from her in response. "And squishy, too! I would love to cum all over them."

Rarity sucked him furiously, bobbing her head up and down on like a woodpecker, and he knew it wouldn't be long. He felt it coming on. His cock tensed up.

He pulled out just as it happened, shooting and squirting his cum all over her face and tits, adding an extra layer of white to her already white skin.

Exhausted and with trembling hips, he dropped to his butt and moaned.

"Rarity, that was amazing," he moaned, looking at her.

She looked at him with her swirling eyes and crawled towards him. She bent down and licked the cum off from the head of his dick. It tickled a bit.

“Rarity … that’s … oh, it’s so good ...” he moaned. He deeply wanted to know if she could make him cum again. He had tried to do it by himself before and always failed, but maybe with her succubus powers …

He heard footsteps from around the corner. He looked around, but he didn’t see anybody.

He looked down at Rarity again, who was mindlessly, hopelessly sucking on him.

He bit his lips, torn. He wanted more than anything to keep going, to experiment, to have Rarity perform all manner of sexual acts on him until he was either spent or couldn’t think of else.
But there were still cultists out there. There was still danger. He didn’t really understand all the specifics, but he knew that much.

He clenched his fists. “Why does being a good person have to be so hard?”

“Hard?” Rarity asked. “I can make you hard, master.” She took his cock into her fingers and rubbed him.
He sighed. The aphrodisiac had overwhelmed his better judgement, but it was wearing off now. Him getting distracted and doing nothing but having sex with Rarity was probably exactly what they were counting on to take him – and Rarity – out of the fight.

“No, Rarity, no. Stop sucking. Stop … playing with my cock,” Flash Sentry got to his feet. “Rarity, I need you back to normal now. Those cultists are still out there and it’s up to us stop them.”

Rarity blinked and clutched the sides of her head as her mind cleared up and went back to normal.

“Right, darling,” Rarity said. She turned and immediately marched down the hall.

Flash Sentry sighed. Who knows? It might not be so bad. Karma might reward him for rising to
the occasion and overcoming the temptation and reward him with sex back in his own time, on his terms, with a girl that he liked and respected who didn’t have to be partly possessed by a sex demon, sometime he finished with this quest.

Even if he still wasn’t sure what the quest was.

Fluttershy and Fancypants sneaked through the halls. After the second smoke bomb attack, the entire group had gotten separated from each other, and right now they were doing their best to find the others while also not being discovered.

"This way," Fluttershy said, gesturing for Fancypants to follow. "I hear footsteps."

"How do you know they're the footsteps we want to follow?" Fancypants asked. "They could be the cultists."

"I don't know," Fluttershy answered. "And that's the problem, because if they are cultists, we need to be ready for them to come this way."

"Oh. That's a good point."

So they inched their way to the end of the hallway, hugging the wall to appear less noticeable.

Once they reached the corner, Fluttershy peeked her head out just slightly and quickly retreated.
"Darn. It's cultists."

"Did you hear something?" one of the cultists asked.

"It sounded it like it was coming from that hallway."

"Quick!" Fluttershy hissed under her breath. "Hide!"

"Where? There's nowhere to hide!"

Fluttershy looked up and down and all around, glancing at the ceiling, the walls, the corners.
They wouldn't make it back to the other end before the cultists rounded the corner and saw them. There were no strings for an attic or or panels in the floor for wine cellars.

"Who are you and what are you doing here?" the cultists asked once they reached the hall.

They saw Fluttershy's back end, with her wings flared out and her tail wagging back and forth through the air.

She rolled over and revealed Fancypants beneath with messy hair and a half-pulled shirt.
"Oh, hello," Fluttershy said in her best seductive voice, which was still an awkward, quiet tone that barely reached the cultists' ears. "I was just, uh, being a succubus and making love with my new husband. Isn't that right, hubbie?"

She cupped Fancypants chin as a signal to him. He nodded.

"Yes, dear. That is exactly right," he said robotically.

"Well, okay," one of the cultists said. "I guess we can leave you two right where you are."

"Hold on." the other cultist grabbed his compatriot by the shoulder just as they were turning to leave. "Twilight Sparkle cast a spell that kept the succubi from taking you over completely. How do we know this isn't a bluff?"

"Would I lie to you?" Fluttershy asked, doing her best to look innocent.

"Wrong answer, bub," the cultist asked. "A succubus would never answer like that."

He pulled out a knife and advanced towards her.

"Well, I don't know, I've met some pretty nice succubus in my time," the other cultist said. Her partner glared at her. "No, I'm sorry, you're right. Let's get them!"

"Stop!" Fluttershy said, getting to her feet and just trying whatever she could think of.

"We'll stop when you're under control and Nightmare Moon is freed," the cultist said before taking a swing at her with his knife.

She jumped backwards, using her wings to give herself a boost.

"Please stop," Fluttershy pleaded.

"What are you doing?" Fancypants shouted. "Don't land! Use your wings! Fly up into the ceiling! That way he can't hit you with his knife!"

"Are you sure?" Fluttershy said. "It's awfully low."

"We don't have time to argue, just do it!"

"Okay!" Fluttershy spread her wings and took to the sky. The cultist tried to stab at her in the legs, but she was able to avoid him with ease.

"Stop. Stop. Stop!" She commanded, locking eyes with him and using her Stare on him.
The cultist stopped dead in his tracks, transfixed. He looked up at Fluttershy with drool forming around his mouth.

"Listen to me," Fluttershy said. "You are going to turn around, and you're going to leave us both alone. If you see either of us again, you will keep on walking."

"Yes, mistress," the cultist said.

"What are you doing?" the other cultist asked. "First you want us to charge them, now you want us to leave them alone? Don't listen to her! How are you even-" she got the answer to her question when Fluttershy locked eyes with her as well.

"So ... pretty," she moaned.

"Leave, both of you," Fluttershy said. "In fact, leave the building. Take off your hoods and leave this cult. Go be around other ponies and live happy, fulfilling lives."

"Yes, mistress." The two cultists nodded and pulled their hoods down, then turned and walked out of the hall.

"Heh," Fancypants got up. "Smart thinking, Fluttershy, though I'm not entirely sure how you did that."

"I'm not sure, either," Fluttershy said, landing and folding her wings away. "Now come on. We should get going before more of them show up."

Fancypants smacked his forehead. "D'oh!"

"What?"

"We could have used those cultists to help us!" Fancypants said. "They were under your control. We could have ordered them to help us find the others."

"I'm not sure about that," Fluttershy said. "I don't think I'd be comfortable using people like that."

"Fluttershy, they were trying to sacrifice you to a demon."

"So? Two wrongs don't make a right!"

"Listen, here ..." Fancypants began, before looking into Fluttershy's eyes. "You ... have beautiful eyes."

"Oh. Well, thank you, but I'm not sure how that helps in this situation."

"Fluttershy ..." Fancypants said, walking towards Fluttershy with an uneven zombie-like gait. "Your eyes ... your eyes are so beautiful, so pretty ... I just want ... I just want to keep looking at them."

Fluttershy hrrked as she felt the magic take over her. Her hands snapped behind her back, and she felt the need to please her master. "You like looking at my eyes, master?"

"Yes ..." Fancypants's face turned into a drooling grin. "They're so pretty, so round and dark and deep. Did you know green's my favorite color? It's always been my favorite color ..."

"Is it? That's nice to hear, master."

"Oh, Fluttershy!" Fancypants gripped Fluttershy by the shoulders. "Command me, mistress!"

"Command you," Fluttershy repeated. The geas binding them together meant she had to obey him, but she wasn't sure how. "Command you to what?"

"I - I don't know! Anything! Just, please, tell me what to do. I want to get lost in your beautiful eyes."

"Um ..." Fluttershy blinked. The brief split-second that their eyes weren't meeting wasn't enough to break the spell on him.

"Okay," Fluttershy said, running a hand through her hair and fidgeting. What do I do? What do boys like?

She took a deep breath and had an idea.

"Okay. Drop your pants."

"Yes, mistress." Fancypants unzipped his pants and let them fall loose to his ankles. His cock was ridged, enough to poke through his underpants, but not fully hard yet.

"And your underwear, too," Fluttershy ordered, and the underwent away.

"Now," Fluttershy said, placing her hands on his shoulders the way he had to just a minute ago, making sure to keep their eyes locked. "I want you to touch yourself. Take your hand ... and stroke your dick."

Fancypants obeyed, forming a loop with his finger that he ran over his cock.

"Stroke it," Fluttershy ordered. "Keep stroking until you're good and hard."

Fancypants let out a moan. His cock eventually firmed up.

"Yes." Fluttershy cupped his cheeks. "Keep going, master. Faster. Faster!" She came up on him, slipping the tip of his cock into her cunt. "It's my duty to please you, master. I'll do whatever you want me to."

"I want ... to please you." he said, smiling dopily.

"And you pleasing yourself is pleasing me," Fluttershy said. "Now, grab hold, squeeze it hard, and cum! Cum for me. Make a mess."

He followed her instructions exactly, taking his hand and squeezing his shaft so that he spurted white goo up into her slit.

She moaned happily, feeling dazed and a maybe a little drunk as his cum filled her up.
After he finished climaxing into her, Fluttershy staggered away from him, putting out a shoulder and resting on the wall to support herself.

They both came back to their senses and looked at each other with wide embarrassed eyes.

"Oh my," Fluttershy said. "I, um, didn't think I was capable of doing that." She brought her hand over her face to cover her mouth in shame.

"That ... was pretty good," Fancypants said. "You should be less, uh, shy, Fluttershy. You can be pretty confident when you want to be."

Fluttershy brushed her bangs away from her face, having taken to hiding behind them. "Only when I'm doing it for someone else."

"Nonsense! That was all you."

"Well, me and succubus demon sex magic."

"Yeah."

They looked away from each, giving the awkwardness a moment to pass.

"I, would, um, appreciate it if we didn't discuss this with the others," Fluttershy said.

"Oh, no, no, I don't want to talk to anyone about this in a million years." Fancypants paused. "Except maybe my therapist."

Fluttershy chuckled, then froze up. "The others! We still haven't found them!"

"Oh, shoot, that's right! Let's go!"

They took off running down the hallway. Fancypants's cum dripped out of Fluttershy's snatch.

She didn't care if they found cultists. After what she just went through, she could take on the world.

Around the other end of the hallway, two more cultist patrols showed up and sniffed.

"Do you smell that? Smells like sex," one of them said.

"Probably the new recruits stinking up the bathroom again," the taller of the two replied.

"We just tried to summon six succubi at once. We should probably be a little more concerned about where we do and do not smell sex."

He peeked down the hallway and saw the trail of white fluid leading down it.

"Come on, this way. I think we've might found one of them."

"So," Flash Sentry said, "explain to me again why I'm having to walk in front of you."

"Because, darling," Rarity said. "I don't care to have you ogling my delicate derriere while we're attempting to rendezvous with the others."

"Rarity, has anyone ever told you use too many big words?"

"Applejack has on occasion, but I tend not not to consider her opinions unless they're relevant. Which they're usually not."

"Wow," Flash Sentry said. "With that kind of attitude, I can't imagine why don't you have a boyfriend."

He jumped and yelped in pain at a stinging sensation in his butt. Rarity had whipped him with her succubus tail.

"Ow!" Flash Sentry rubbed at his tushie and glared at Rarity. "There's no need to get so rough."

"There's no need to be so rude," she sharply replied at him.

"You know, aren't we supposed to be working together to stop the end of the world or whatever?" Flash Sentry asked. "We should probably try to get along a little better."

"I'm getting along just fine, thank you very much," Rarity said. "It's you who's being the rude brute here."

Flash Sentry sighed. "Rarity, you can't just blame everyone else when conversations don't go your way. Okay, I admit, maybe I was poking fun at you a little too much, but relationships are supposed to give and take."

"Yes," Rarity said. "I give you my presence, and you take my adoration."

"Oh, forget it," Flash Sentry grumbled. He saw Rarity stop in her tracks. "Oh no. You didn't actually forget it, did you?"

"Forget what?"

"The conversation we were just having."

"I'm not sure, darling. What was it about?"

"About, um, your people skills?"

Rarity tapped her chin. "No, darling, I can't say I remember anything of the sort."

"Crap," Flash Sentry muttered under his breath. How in the heck did this magic even work?

"Hold up, darling, my tits are leaking," Rarity said, cupping her breasts softly as milk poured out of her nipples.

"Your tits are almost always leaking," Flash Sentry said. "We need to get a move on."

"Just a minute, darling." Rarity collapsed against the wall and slid down. She made a noise half between a moan of pleasure and a groan of pain.

"Ugh, they're so heavy ... so milky." Rarity swept her finger across her nipple, scooping a drip and taking a sip of it. She looked over to Flash Sentry. "I don't suppose I could get you to drink some? Just to get some of this weight out of my chest?"

"No," Flash Sentry said.

Rarity said. "I thought not. It's probably best if you go on without me."

"No. I'm not leaving you." Flash Sentry went over to her and knelt by her side. "I'm not going to drink it, but maybe I can help."

He reached over and squeezed her tit.

"Ow! What do you think you're doing?" Rarity snapped at her. "That's not how you milk! You do it like this." She showed him one was supposed to very delicately squeeze the nipple to get the milk to squirt out.

"How do you know that?"

"Just because I ignore Applejack's opinions doesn't mean I ignore her completely."

Flash Sentry tweaked Rarity's nipples, making the milk squirt out and form puddles on the velvet carpet.

Rarity groaned.

"What?" Flash Sentry asked. "Am I squeezing too hard?"

"No." Rarity groaned, running her hand over the carpet. "I just can't stand to see a crime against fashion of this caliber! This lovely carpet deserves better than to be ruined my milk!"

"Really?" Flash Sentry rolled his eyes. "That's what you to worry about when the end of the world is coming?"

"For this poor carpet, it's already the end," Rarity said dourly, continuing to run her fingers through the carpet fibers.

Flash Sentry inhaled sharply and resisted the urge to slap her or something.

He looked down at her breasts - her huge, alabaster colored tits leaking milk onto the floor. Creamy, sweet looking milk.

He reached over and prepared to place his mouth on her nipple.

Rarity slapped her hand around his face, covering her eyes with her palm. "Darling, I don't know what you're doing, but I don't approve. I did not consent to this."

"Right," Flash Sentry said. "Think you can stand yet?"

"I ... think so, yes." Rarity stood up, making sure to keep herself steady and balanced. "How are you?"

"I ..." Flash Sentry stared at Rarity's chest, wanting to suckle and nurse it and drinking the milk from her generous bosom.

"Flash Sentry!" Rarity snapped. "Please, get a hold of yourself, darling!"

"I'm sorry, Rarity," Flash Sentry shook his head. "I just ... I can't ... they're so big and sexy, I just want to ..." he reached his hand up.

Rarity placed her hand over his eyes again. He inhaled again, gaining some control of himself now that he could no longer look at the source of his temptation.

"It appears that my breasts are having an adverse effect on your mind."

"Yes, it would seem that way. I imagine that happens when you're dealing with succubus."

"Perhaps it’s better if you walk behind me from now on, darling," Rarity said.

"Yes," Flash Sentry said. "Wait. What if I get hypnotized by your ass instead?"

Rarity rolled her eyes. "Really, darling? I find that hard to believe."

"Harder to believer than hypnotic tits?" Flash Sentry asked.

"I suppose you're right." Rarity looked at herself and examined the thin tail she had waving behind her. "Here. I have an idea. Hop on my back."

"Are you sure you're strong enough for that?"

"I'm possessed by a demon, aren't I? Pretty poor choice of demon if I can't lift a 180-pound man."

"178," Flash Sentry muttered dejectedly as he went around and climbed onto Rarity's back.

Rarity spread her wings and wrapped them around his body to keep him steady and wrapped her tail around his eyes to keep him from being enthralled by her breasts again.

"Are you steady?" he asked.

"Think so," Rarity said. She took a step forward and didn't suffer in her balance any.

"Okay. Now, we need to figure the most likely place the others could have gone ..."

He was interrupted by the sound of footsteps.

"What's? Who's there?"

Rarity checked around the corner. "Cultists, darling."

"Agh! Cultists, cultists, cultists. If I had my way, I'd take a bat and beat each and everyone of them!"

Rarity liked this way of thinking, but his voice drew the cultists closer to them.

A five-man band of cultists came out from the hallway, rounding the corner and blocking Rarity's path.

"Give up," one of them said. "We have you surrounded."

"The ritual your friend cast won't last forever. Soon, the succubus will consume you entirely and you will be one. Why keep delaying the inevitable?"

"Come to us. Serve our mistress of the night."

"Oh, gee, that's a really compelling offer, let me think about that - no!" Rarity snapped at them, whipping her tail around in agitation.

"Rarity," Flash Sentry said.

"Oh, right," Rarity replaced the tail around his eyes.

The cultists reared up their hands and began to advance, but they advanced very slowly, to
Rarity's confusion. They had her outnumbered five-to-two. There should be no reason for them to hesitate to rush her, unless perhaps they were worried they might disturb and offend the succubus partly possessing if they laid hands on her?

She took a step backward, and the cultists followed her.

One of them sneered and groaned. "Must ... resists ... breasts."

"Ah-ha!" Rarity said as she realized the source of their troubles. The same hypnotic breasts that had nearly brought them to trouble would be now used to get them out of it.

"Flash Sentry," Rarity said. "Reach up and wrap your hands around my tits!"

"What? Right now?"

"Just do it! Trust me, I have a plan."

"Okay ... if you say so. I ... believe in you, Rarity."

Flash Sentry reached up under Rarity's shoulders an wrapped his fingers around her perky tits.

"Okay, now, give my nipples a good squeeze!"

One of the cultists halted, realizing her plan. "Turn around, turn around, turn around!"

Flash Sentry squeezed, and Rarity's milk went flying out with the force of a garden hose, squirting and splashing onto the cultists, making them more susceptible to her hypnotic jugs.

"You all must be feeling very lonely, all cooped up down in this dusty old lair with only each for company," Rarity said, turning on her charm. "Then again, perhaps that was also an opportunity for you to get close to each other ... to know each other ... intimately. Why don't you get to know each a little better, darlings?"

Understanding her meaning, the cultists turned and tackled each other to the ground, giggling and moaning as they worked to undo their robes.

"No!" the last one standing cried out. "Stop! Can't you see what you're doing? You're playing exactly into her ... hands."

He grimaced, his boner poking through his robe. Unable to resist, he fell on his back and began stroking himself.

"Nice thinking, Rarity," Flash Sentry said.

"I'm a woman of many talents, darling," Rarity said. "Now, let's go find those others, shall we?" She looked at the cultists writhing on the ground. "Perhaps we could make use of them ..."

"Aww ... Rarity, are you really going to do that? That's unethical."

"Is it more unethical than kidnapping six woman and trying to use them to summon demons to serve a night monster from fairy tales?"

Flash Sentry paused. "No. I guess not. Okay. Manipulate away, I guess."

Twilight Sparkle and Flash Magnus attempted to make their way through the many halls of the cultists' lair, expecting traps at every turn, though so far they hadn't found any.

"Forsooth," Flash Magnus said, "wherein might we find yon friends, young maiden?"

"I don't know," Twilight said. "We didn't have a whole lot of time to arrange a meeting place after the second round of smoke bombs. Not that it would help. We don't know our way around the place at all."

"That's true," Flash said. "Perhaps we could yell and alert them to our presence? Mistmane tells me I have an excellent baritone singing voice."

"And risk drawing two dozen cultists on our exact location? Thanks, I'll pass," Twilight said.

"Ah. I hadn't considered that. Are you sure you don't want me to do it anyway? I could probably fight them off."

"It's not you fighting them off I'm worried about," Twilight said. "These cultists almost succeeded in a ritual to possess me and my ... other ponies," Twilight said, catching the word she was about to use and being quick to disregard it. "If they know enough to summon a succubus, why not another demon? What really worries me is that they might know a counterspell to my counterspell and make the succubus inside take over me."

Flash Magnus stared at Twilight, noting the pause in her words. "Those are all fair concerns, Twilight. But tell me, why do you not call those ponies your friends?"

"Because they're not my friends," Twilight rolled her eyes. Wasn't that obvious? She'd just met all of these ponies today. That wasn't time to become friends with them. And even if it was, why should she? She barely knew them, and between Rarity's forceful makeover, Fluttershy's quirkiness, and Pinkie Pie's quirkiness, none of them convinced them it was worth her while to make friends.

"Besides, who needs friends?" Twilight said. "I've gotten along this far in life without them."
"Yea. Because being kidnapped and having demons called to possess you is a high bar of success," Flash Magnus said with a smirk.

Twilight rolled her eyes. Then she was seized with a headache that made her clutch the sides of her head.

"Twilight?" Flash asked, holding a hand to comfort her.

"No! Stay back!" Twilight backed away. Suddenly, Flash Magnus looked naked to her, though she wasn't sure if it was a hallucination or just some x-ray vision.

She saw his cock hanging from between his legs. It was large and thick even though it was flaccid, and Twilight was sure it'd be irresistible if it got hard, even for a shut-in non-sexual girl like her.

"Twilight, what's going on?" Flash Magnus said.

"You remember ... urk ..." Twilight groaned. "When I said I was worried about the cultists using the succubus to possess me?"

"Seeing it as it was two minutes ago, yes."

"Turns out ... ooh, you're so handsome, Flash ... no! Turns out, I shouldn't have worried about the cultists; I should have worried about the succubus!"

"What!?"

"She's ... aah, aah, it feels so good ..."
"Fight it, Twilight!" Flash Magnus pumped his fist. "Whatever the demon is doing to you, you've got to fight it!"

Twilight looked at Flash again. She was so tempted to pounce on him. The succubus kept feeding her images of he and her lying together, she sitting on a couch, Flash resting across her legs while she played with and jerked around his pleasure rod ...

No! Twilight thought to herself, pinching the sides of her head hoping it would help.

Why not? a voice that sounded identical to hers said in her mind. When was the last time you had a big strong man to wrap his arms around you? Wouldn't you just love to sit back and relax in a hot tub with some wine next to Flash, with his arm around your shoulder?

No! Twilight thought back angrily. I have never, once in my life, wanted anything like that!

Okay, fine. How about you two sitting under the covers and reading a warm book together? Think about it ... a few candles, the two of next to each other with your arms around each other, both of shaking with anticipation as you turn the page ...

That ... does sound nice, Twilight thought, lowering her hands.

Exactly. Besides, what has Nightmare Moon ever done to hurt you? Be scary in a some old book? I'll bet you that half of the words there aren't even true, or at the very least are subject to serious interpretation on the part of the author.

Maybe you're right ... Twilight said.

Flash Magnus wasn't sure to make of Twilight relaxing her body, but when he saw something drip onto the floor from between her legs, he knew he had to do something.

"There you are!"

Flash Magnus spun around to slam his shield into the ribcage of whoever had unwisely sneaked up behind him, but Applejack spread her wings and flew away from the blow.

"Whoa, hey there! It's me! Honestly, can't a girl trust anyone in this place?" Applejack said.

"Right. Sorry about that," Flash lowered her shield. "I thought you were a cultist that had found us."

"Well, we're not," Ace said. "What's going on with you two?"

"Twilight Sparkle is wrestling with the succubus," Flash Magnus said. "It is attempting to wrest away control of her mind. She needs our help if she's going to fight it off."

"But I thought Twilight cast that spell-"

"No time! Let's go!"

Flash Magnus and Applejack got on either side of Twilight and grabbed her by the arms before she could move them to stroke herself, as the succubus was clearly tempting her to do.

"Twilight!" Applejack shouted. "Listen to me! I know it's difficult, but you've got to fight it! You can't give in to her now, especially not after you've already gotten us this far!"

"Your friend is right, Twilight Sparkle!" Flash Magnus said. "You must fight off the evil consuming you. You stand nothing to gain by giving into her temptation!"

Who's there? Twilight thought, the voices penetrating the recesses of her mind like sprinkles tossed on top of jello.

Never mind, ignore them! The succubus said, giving away her desperation.

Who is it? Twilight demanded, glaring at the succubus, or at least trying to.

“Twilight,” Applejack said, “I know it can be hard to resist when the succubus is making you feel this good, but you’ve got to try. This isn’t who you are, Twilight. You’re not a creature of the night. You’re the student of Celestia.”

“Here,” Flash gently slipped his shield into Twilight’s hand. “Take my shield. Use it, and it will protect you, even from thought itself.”

Twilight inhaled sharply.

W-what are you doing? The succubus stammered. What is this feeling?

It’s simple. I’m taking back control of my mind and my body. Now crawl into a deep dark hole somewhere and never come back out!

No! NOOO!

Twilight saw in her mind’s eye a room representing her mind, and watched as an avatar of herself held up Flash Magnus’s shield, spurred on by Applejack’s words. The shield produced a brilliant, blinding, purifying light, and it scoured the room clean of demonic infestation.

Twilight sighed, feeling much better now.

“Twilight?” Applejack asked. “Are you back with us, sugarcube?”

“I’m back,” Twilight answered with an assuring smile. “Thanks for being there for me, guys. I’m not sure I would have been able to resist without you.” She gave Flash Magnus back his shield.

“Of course,” Applejack slapped Twilight on the shoulder, “after all, what are friends for?”

Twilight blushed and squeaked. Flash Magnus gave her a stern glare.

“Right,” Twilight said. “Friends.”

“Who’s talking about friends?” came a voice from down the hallway.

“Did that sound like Rarity to the two of you?” Applejack asked.

They peeked down the hall and saw Rarity and Blueblood coming down with an entourage of cultists.

“What are they doing with all those cultists?” Flash Magnus whispered.

“Maybe the succubus got control of Rarity,” Twilight said. “She didn’t have her friends around to help her fight it, and now she’s fully possessed, and it’s all my fault! I should – I should have been there for her.”

“Hey now, Twilight,” Applejack said. “Don’t beat yourself up. Why, if anything, I bet that two-timing swine willingly threw her lot in with the cultists because they offered to expand her fashion store or something. I”m gonna go give her a piece of my mind.”

“What? No!” Twilight tried in vain to grab Applejack and keep her from going out, but she missed by a hair. “Applejack, you can’t do that! Not without a plan!”

“Applejack!” Rarity said. “I’m delighted to see you.”

“Take this, you traitor!” Applejack shouted, charging at Rarity with a fist raised.

“Traitor?” Rarity asked. She looked around at the cultists and sighed, realizing what happened. “Applejack, wait.”

Applejack was on top of her in an instant, tackling Rarity to the ground and pounding a fist into Rarity’s face.

Rarity’s thralls stepped aside and watched with interest, hoping for a good cat fight.

“Applejack!” Rarity shouted through Applejack’s many blows. “Applejack, stop! I said, stop!”
Rarity reared up her feet and kicked Applejack in the stomach, throwing her off.

“It’s not what you think it is, Applejack!” Rarity said, getting to her feet. “These cultists are under my control.”

“Yeah, right,” Applejack said. “They’re faking it, and you’re in cahoots with them. You’re gonna say they’re under your control, but really, if I go with you, you’ll lead us straight into a trap, won’t you?”

“No! What? No! Damn it, Applejack, stop being so suspicious of me! Just because you disagree with my priorities is not the same thing as turning myself over to the forces of darkness!”
Applejack squinted. “I’m not sure I can believe you.”

“No, wait, Applejack, think about it,” Twilight said, emerging from the hall. “If there was anybody who would take to being a succubus naturally and use it to exploit others for her own gain, wouldn’t it be Rarity?”

“Right, see? Twilight understands. What do you mean, ‘naturally?” Rarity glared. “Are you implying something?”

“I guess that’s good enough,” Applejack said. “Help me up?”

“After you just punched me in the face!?” Rarity shrieked. She sighed, letting it go. “Very well.”

“Great,” Twilight said. “Now all we need is-”

Pinkie Pie, Rainbow Dash, and their partners appeared at the ends of the hallway.

“Perfect!” Twilight clapped her hands. “Wait, where’s Rainbow Dash?”

“Beats me,” Pinkie Pie said. “Last thing we were fighting off cultists left and right, and then we were here! I was all like, kapow, and then Cheese Sandwich was all like, boosh, and then I was like-” she continued to mime doing various action poses.

The girls heard a deep rumble coming from a side hall.

“Now that sounded like Rainbow Dash,” Applejack said. “I’d know that snore anywhere.”

Rounding the side hall and the corners, they found Rainbow Dash and her partner resting against the wall, sound asleep.

“They must have decided to take a little nap after the succubus got the better of her and made them have sex,” Applejack said.

“Or maybe he initiated it, and Rainbow Dash had to obey,” Rarity said suspiciously.

“I don’t think so,” Applejack said. “Think about it, Rarity. Most of these guys have been pretty all right. They could have been taking advantage of us the whole time, but they haven’t. That’s got to count for something, right?”

“I suppose,” Rarity said.

“Either way, we need Rainbow Dash awake and to get out of here,” Twilight began rocking Rainbow Dash to wake her up.

“Come on, Twilight. You’ll never get anywhere that way,” Applejack said.

Footsteps came marching from the hall they’d just emerged from.

“Rarity, I don’t suppose that’s more thralls of yours?” Applejack asked.

“No,” Rarity said. “I only just have the five.”

“There you are!” the cultists exclaimed, arriving at the hallway. “We’ve been looking all over for you! And all six of you together, too. What a steal! Anyway, I think it’s about time we finished with this game and the six of you came in quietly.”

Applejack nodded to Rarity.

“I don’t know about that, darlings,” Rarity said. “I think my darlings here would have something to say about that that.”

She snapped her fingers, and her thralls charged the cultists.

“What are you doing? Stop! Get a hold of yourselves!” the cultists shouted, dismayed at their comrades turning on them.

“How did they find us?” Rarity asked.

“They probably followed one of us and just decided to make their presence known now,” Flash Magnus suggested.

“Get up!” Twilight kicked Rainbow Dash in the chest, and Dash staggered awake.

“Wait, who, what’s going on?” Rainbow Dash asked.

“Enough of this,” the lead cultist said, coming forward, his hands glowing with blue starry magic. “No more games and no more pursuits. You will serve Nightmare Moon, as of right now.”

He cast forth a spell and a cloud of starry darkness flew at them. Flash Magnus jumped in the way of it, blocking the spell with his shield.

The leader recoiled, stunned by the shield’s display. “That’s not possible.”

“Anything is possible with the power of friendship!” Flash Magnus shouted.

The fact that friendship had nothing to do with the construction of his shield was a little detail Flash Magnus was hoping the cultists wouldn’t notice.

“GET THEM!” the cult leader roared, and the cultists unveiled a variety of daggers whose jagged shapes marked them as more ceremonial than combat in purpose, but they would do in a pinch.

“Okay, girls,” Applejack tensed up and took a fighting position. “Let’s get ready to rumble.”

“Wait, darling,” Rarity said. “Maybe we don’t have to fight them.”

“Rarity, have you gone cracked in the head?” Applejack asked. “They’ve been trying to possess us with demon magic and capture us all night to be turned into demon servants of a night goddess. I’m pretty sure we have to fight them.”

“Hear me out,” Rarity said, “Flash Sentry and I have discovered that I have hypnotic breasts and milk. I’m not expert, but I’d bet the rest of you have similar powers.”

“Yeah? How does that help?” Rainbow Dash, dodging a cultist and counter-attacking with a hook to the side of their face.

“I think, if we work together and combine our hypnotic powers, we can talk them out of fighting at all,” Rarity said. “What do you say?”

“I say you’re crazy,” Applejack said.

“Yeah.” Dash was interrupted by an attack from another cultist, who she rolled into headlock.
“I’d rather just fight my way through all these guys, thanks.”

“Look at them, Rainbow Dash! There must be a hundred of them! Even you and Applejack can’t handle them all,” Rarity said. “Twilight, you’re smart. Surely you must realize there’s a chance it might work?”

“Couldn’t hurt to try, I guess,” Twilight said.

“Excellent. I’ll deal with the cultists, you try to deal with the leader.”

Rarity flew up and cleared her throat loudly. “Attention, cultists! Upon reflection, I have decided that I will join you after all.”

“Ha. See? I knew it,” Applejack glared.

“However, you must permit me one additional sacrifice.”

“Sure,” the cultist said. “What is it?”

Rarity grabbed her nipples and squeezed, spraying and squirting milk all over the various cultists, zooming through the room on her wings and showering them all with milk.

“So sweet ...” a cultist muttered as the milk pierced his mouth.

“So creamy ...” another added.

“So busty … must obey … must stroke!”

One by the cultists began to fall, dropping to the ground and stroking at their groins.

“No!” the leader shouted. “Weak minded fools! Resist it, damn you!”

Twilight tapped him on the shoulder. “Hi. Excuse me, but I was wondering if I could get you to look at my tits?”

Twilight staggered back as the leader swiped at her face.

“You think you’re so clever,” the leader growled.

“Uh, yeah, a little bit,” Applejack said.

“We’re beating you, aren’t we?” Rainbow added.

“Enough! Enough, I say! I have had enough of your insolence!”

The leader waved his hands around, and Flash Magnus’s shield flew out of his grip.

“My shield!”

The shield floated above the leader, glimmering and shining even as it was enveloped by stardust.

The leader shot a red-hot beam from his palm into the shield, and the shield refracted it, shooting splinters of the beam across the room, forcing the girls and their partners to duck for cover to avoid being incinerated.

“Burn, you ingrates!” the leader made the shield spin around, dragging the lasers throughout the room.

“What do we do? What do we do!?” Applejack asked as she scrambled to avoid getting caught.

“I don’t know!” Twilight said. “I’ve never seen magic used like this before!”

The leader chuckled. “You’re so naive, Twilight Sparkle. So young. So inexperienced. Just think. If you had join me when you had the chance, I could make magic like this an everyday experience for you. There’s so much I could teach you … but I suppose now that’s not going to happen, is it? No. Because you had to go and be defiant and resist, but you’re only delaying the inevitable! Nightmare Moon shall rise again, and when she does, all of Equestria will be consumed in an eternal night! Your precious day shall fade away, and your precious Celestia will-”

“Whee!” Pinkie Pie jumped onto him, forcing him onto his back and pressing her butt into his face. His spell was interrupted and he dropped the shield.

He shouted and protested, punching at Pinkie Pie’s soft thigh to get her off, but his fist only plunged into the softness of her fatty tissue.

He groaned and mumbled shouts of defiance, but eventually relented, laying his arms to rest on the floor. After a while, he began stroking his shaft through his robe, mesmerized by Pinkie’s ass.
Pinkie giggled.

“Well done, girls!” Flash Magnus picked up his shield. “Not only did you manage to resist becoming thralls for the succubi, but you’ve also beaten the cultists and now, with them under your control, you can give them others to never hurt anyone ever again!”

“Yeah, we are pretty awesome,” Rainbow Dash said.

“I can’t help but feel like I’m forgetting something, though,” Twilight said, scratching at her head in deep thought. “What was it? There was definitely something ...”

Thunder boomed and lightning flashed through the windows, and outside, they could see as the sky became unnaturally dark and a velvet purple mist traveled through the air, followed by the sound of a wicked feminine cackle.

“Oh yeah,” Twilight said. “Nightmare Moon.”

In spite of her misgivings about friendship, Twilight Sparkle was sure, even possessed by demons and bound to serve male partners, that she and her friends could put a stop to Nightmare Moon’s evil plan.

There was just one tiny problem.

“So,” Applejack spoke up, being the only one brave enough to call out the problem while also not being embarrassed that such a simple thing was troubling them, “does anybody know where the exit is?”

Author's Note

Technically, Twilight and friends are still possessed by the succubi at the end. The commissioner made clear they were very open to the idea of others commissioning sequels to this piece, so you know ... if Twilight and friends being half-possessed by succubi gives you any ideas you might want to commission me for ... there's nothing stopping you.

Shout to my supporters on Patreon;

Trepphacs
LazyReader19
Facinus
Thehock1
MyMaskofShame
Captain Croisandwich
Ganduil
Magnaking