Starlight Twist yawned and stretched, enjoying the feeling of her feathered tail whipping around as she arched her back. She hadn’t woken up this well rested in years. She shivered from top to bottom and stretched her wings wide. Her mane swung in front of her face, the beautiful purple hair in the tight black-banded braids she loved so much.

“Oh, dearest Courage…” she cooed as she turned and smiled at the snoozing unicorn. Although… it almost seemed like her horn was shorter. Probably a trick of the light. “Courage, wakey-wakey!”

Courage mumbled in her sleep, her eyes still closed. Then she lifted her hips into the air, almost as if…

Twist giggled and smiled at her cute little lover. She was fantasizing about being rutted again, probably. She did that all the time. Well, it wouldn’t do to disappoint her, would it?

Feeling a little wet herself, she curled around her petite pet, so that when Courage snapped awake, she would be looking directly into Twist’s eyes. Then, she used the feathery tip of her tail to slowly and gently prod the mare’s eager pussy. Courage reacted just like she always did, bucking softly and moaning. Twist watched her lover squirm, whimpering her name over and over again and idly wondered what it would be like to mount the short-horned unicorn with a real cock instead of the strapons Courage always craved. That thought sent her soft tail slipping fully into Courage’s sex. Instantly, the other mare spasmed as she came.

She jolted away, but just like all the other times, Courage was captivated by Twist’s eyes. It was cute how much more yellow Courage’s eyes got while they explored. Those sexy yellow catlike eyes were wide as she came, unable to look away.

“Did you have a nice nap, Pet?” Twist giggled.

Courage shivered, squirming as Twist began to slowly draw her tail from her lover’s sex.

“Y-yes…” she mumbled, blushing.

“Good.” Twist giggled as she pulled free, then climbed to her hooves. “Because I have a good feeling around that treasure room icon we found.”

Twist glanced over the room with the three doors, but somehow knew both of the other doors were unimportant. Really, there was only one path. To where the treasures were, of course!

“I… I don’t know,” Courage whispered, twitching a little bit. Was her coat darker now? The lighting in here was odd. “We were… avoiding that… for some reason. Can’t remember… why…”

“I can’t think of any reason to avoid it,” Twist informed her. “And since I’m the leader, I’ve decided we’re going. So, we’re going, aren’t we?”

“Of course, Twist,” Courage said immediately.

“That’s a good pet,” Twist giggled. “Now come on…”

Twist led the way into the passage, this one lit by soft patches of glo-paz in regular intervals. Every so often, she’d look back to make sure Courage was right behind her. For a mare named Courage Fire of all things, she could be pretty submissive.

Every time she passed a pattern of glo-paz, it filled her with an eager warmth. She stretched out her wings to absorb it all, as she stalked proudly through the tall hallway, like a Queen striding through her realm.

Actually, she liked the sound of that. Queen Starlight Twist. Or maybe Queen Starlight? Only her lovers would get to use ‘Twist.’

Her tail whipped back and forth as her stride became more and more confidant. She felt an odd tingle in her wings. She glanced at them, but they didn’t look any different. They were same black and maroon they always were.

“Twist…” Courage whispered. “Twist… this…”

Twist turned around and was surprised to see Courage looking far more petite than she had a moment ago. Her coat was a deep sandy brown and she trembled softly her horn shrank a little… and wings slowly grew at her sides?

That was odd.

Courage stepped forward and passed through another splash of light from the glo-paz. She shook there, letting out a tiny cry as her tails reformed to become like Twist’s, supple and feathered at the end. Courage looked up at her and blinked a few times.

“I have to admit… every time I turn around, you’ve even cuter,” Twist mused, unsure why she had briefly thought the wings and tail strange. “Makes me want to pounce on you right now…”

Courage tried to speak, but nothing came out. Twist just smiled a predatory smile, turned and continued toward the end of the passage. She’d caught the glimmer of gold beyond.

Courage moaned again, watching as the changing Twist sauntered down the corridor like a cat… or a sphinx. She’d tried to tell her they were changing, but the words wouldn’t form!

Already she could feel her normal magic at barely half of her normal reserve. A new magic welled up in her, but she didn’t know how to tap it. Her wings were too small to do anything and her tail… just felt wrong.

“Come on, Pet!” The Que—Twist called.

Whatever was happening was playing with their minds. Despite that, Courage was helpless as she followed Twist through the treasure passage. Every new field of glo-paz light, she felt something else change, inside or out. Soon, the only reason she kept walking was due to Twist’s siren call.

It wasn’t hard to figure out what was going on. This entire pyramid had been a trap. A trap that was anointing Twist as new Sphinx Queen… and Courage would soon become some consort, minion or pet.

The problem was… a very large part of her desperately wanted to be just that. Especially the part between her hind legs. Celestia, she was wet thinking about all of this…

Courage desperately fought against all of it and managed to finally stumble into the treasure room in a semi-pony form. Her mane and tail had been consumed and transformed by the cursed pyramid. They were now mirrors of her Mist—Twist’s own mane and tail. Her wings were now fully developed, though she still had half a horn. Even her mind was still mostly hers, though now she had a submissive streak a mile long.

“This place is perfect…” Twist whispered. With a flap of her mighty wings, she took to the air and explored the enormous towering room of gold, silver, platinum and crystal artifacts. The entire place was laid out like an inverted pyramid, with shelves upon shelves of treasures beyond compare. Despite all of that, something very specific demanded Courage’s attention.

In the very center lay a large ruby, easily three times the size of the Queen—Twist herself. Though Courage’s magic barely worked, even she could sense the enchantment. Not only did this glowing gemstone prevent flight, but it was the very source of their transformations.. Though considering Twist’s loops around the room… maybe that anti-flight spell only applied to non-sphinxes.

“Twist,” she managed to cry. “Something’s… wrong!”

Twist looked down, her golden eyes focusing on her. She smiled and plummeted only to crash to the ground a few inches away.

Courage stumbled back. Where once they had been the same height, Twist loomed above her. Courage could probably fit entirely underneath the half-pony, half-sphinx with room to spare!

“What was that, Pet?” Twist asked.

“This place…” Courage had to force out the words as something inside of her commanded her to be silent. “It’s… changing us.”

As if to prove her point, Twist stretched—making a noise that sounded too much like a purr—and her hooves morphed into feline paws.

“I feel great, Pet!” Twist smiled. “Maybe you’re just feeling a little overwhelmed? After all, we came here to find that giant ruby! And the rest is one heck of a bonus!”

“No, Twist… we… we came to…” Courage couldn’t remember. She vaguely remembered others… but not why. “A riddle…”

“A riddle?” Twist cocked her head, then nodded with a smile. “Yes… I remember something about a riddle. Choose your path… or something…”

“Find… find it please?” Courage begged as her horn slowly slipped into head. She whimpered as her unicorn magic puffed out of existence. Now, she only had that alien magic within her, one she couldn’t use. “I… can’t hold out…”

Twist didn’t seem to notice Courage’s plight. She wandered the treasure room aimlessly, glancing around, only to find in front of the very ruby that was changing them. In fact, it was on a statue of a sphinx before the ruby. “Oh, here it is! Let’s see… huh… I can read it, but it’s in a dialect that hasn’t been used in a few thousand years. Weird.”

Twist began reading, sounding delighted.

“I never was, am always to be,

No one ever saw me, nor ever will

And yet I am the confidence of all

To live and breathe on this terrestrial ball.”

Courage tried to tease out an answer, but her mind was quickly becoming little more than mush. All she wanted to do was lay down at her Queen’s paws and worship her as she deserved. Why resist that?

“Hmm,” Twist mumbled the riddle a few times over as she paced, her rear hooves becoming feline paws. “I wonder… it’s a classic, those always had simple answers…”

Simple answers… like obeying the needs of her body. Courage stretched and saw her forehooves become paws. She wanted to serve her Queen. She should be helping… but she wasn’t pure yet. Soon… everything in her that wasn’t sphinx would be washed away…

“Oh!” Twist laughed. “That’s easy! The answer is ‘Tomorrow!’”

The light in the ruby erupted, becoming a blinding brilliance that washed away everything in the room but them, only to leave them in a great white void. Twist stumbled backward to land on her flank next to Courage. To Courage’s shock, Twist was a pony again! And so was she! She could think! She was herself again!

“Well done, young ones…” came a voice from before them.

They both looked up to see a dark blue sphinx stalking toward them out of the white fog, her eyes glittering like emeralds. She was huge, the size of a two-story house. But there were even bigger sphinxes behind her. They came in every color of the rainbow. A few had some different traits, as if they were part griffon, dog or some other race. All of them stopped before the pulsing ruby floating in the void.

“In five thousand years, no one has been able to both resist and solve our riddle…” the blue sphinx said without moving her mouth. The voice was familiar… the voice she’d heard in the sleeping chambers! She remembered it all! The pools, the statues… everything! “And so, we grant you a boon very few mortals have received.”

“What boon?” Twist perked up. She didn’t seem angry or upset about her transformation and brainwashing. In fact, she sounded… eager?

“Our race is myth now. We know not the fate of the last daughter, the one who challenged who you call Somnambula.” A smaller amber-colored sphinx said, though Courage couldn’t say how she knew the sphinx was speaking. “We would see our race restored through you, without cruelty or evil, but through passion and love. After all, only that allowed you to keep your wits to end your trial.”

“You want us to let you change us again?” Twist said slowly. “Complete the transformation?”

“But…” Courage said, shivering as the sphinxes all stared at him. “You… you said I would give birth to litters…”

“We grant the greatest boon to the new Queen. A boon that will show itself at the proper time.” A green sphinx nodded at Twist. “We grant a lesser boon upon you, First Consort.”

Courage gaped. “First Consort?”

“Fear not,” the amber sphinx said. “Beyond the needs of your Queen, you shall be her greatest and fiercest champion.”

Courage blinked. When said like that… it sounded pretty impressive.

“And if we say no?” Twist demanded, taking a step forward.

As one, the sphinxes’ ears drooped. All of them looked downcast.

“It’s been that long since somepony has made it this far, hasn’t it?”

“Our last daughter was over a thousand years ago,” the blue sphinx said. “She had no desire to return our people to their glory. Only selfish and vain ambition.”

“It was two thousand years before that…” the green sphinx said. “We flourished, for a time. Then were struck down by the Scourging of the Sands.”

“If not you… then who?” asked the small amber sphinx.

“I’ll do—”

Twist stopped and took a deep breath. Then, she turned to Courage.

Courage met her eyes and couldn’t help but smile. In reality, it didn’t matter what Twist looked like. Courage really was hers anyway. It might be strange… but it might also be fun. She nodded, finding herself already getting wet. Well, wet-er.

“We accept,” Twist declared. “We will be—”

The vision vanished, leaving only the beating ruby and them both in pony form. Before anything else could happen, Twist grabbed her and kissed her.

“You’re wonderful,” she whispered, her voice husky.

“And you’re perfect, whatever you look like.” Courage replied.

“I just—aah!”

Twist stumbled away, her body writhing as a beam from both the ruby and the statue struck her. In moments, she locked into the stare of the happy-looking Sphinx.

This time, the changes were much faster. Her mane shifted into purple and black. Her wings stretched, becoming a similar color with a hint of red in them. She squealed as her tail shifted into something far more feline, only to be followed by her four paws. Then, a wash of magic consumed her, leaving the shape of a large sphinx where Twist had been.

The statue shifted and pierced Courage with it’s gaze, though it felt more like she was being pierced by something through her pussy. She gaped, barely able to process the changes to her body as all the magic rewrote her body and mind. She felt her horn slip into her, filling her with alien magic. A wonderful sense of submission and the need to please her Queen washed through every fiber of her being. Then lust took her, her body aching with need. A few parting thoughts were put into her head, and then the light vanished.

Desert Courage the Sphinx, First Consort to the Sphinx Queen Starlight, shakily stood up. She stretched a little… only to find her claws to be massive hooked things. She worked her jaw and realized that while her Queen’s teeth may look that way to be intimidating, the fangs she now sported were for far more than simple fear.

“That’s… an impressive boon,” she whispered to herself, her voice low and husky.

Speaking of her Queen… Desert Courage turned around then gasped.

“I… I think this might be the boon,” Twist whispered.

Courage stared for a few seconds at the far larger sphinx. Well, she mostly stared at the enormous rod hanging beneath her. Then, her need overwhelmed her shock. She turned and lifted her hips.

“My Queen,” Courage purred as the pieces left of her pony self began to dissolve into sand in a breeze. “Your Consort awaits your pleasure.”

“I… I… I think your Queen will be pleasured by experimenting with her boon upon you, my Pet.”

Courage shivered as something appeared around her neck. She glanced down, her hips still up, and looked down at the collar. A small tag dangled from it, reading ‘Slutty Little Consort’ even as her Queen loomed over her.

“I love it, My Queen.”

“I knew you would.”

The giant cock began to slip into Courage’s folds. They felt so different from her… her… As she was slowly taken, old memories began to fade. First, starting with her old body. Thoughts of her unicorn horn and hooves faded into nothingness as she let out a gentle purr.

“That’s right, little one, you love being mounted don’t you? Over and over again?”

Courage nodded silently as the cock stretched her further, opening her so wonderfully she almost burst into tears. She bucked her hips, eager to get it inside of her as the memories of Canterlot and Ponyville were replaced by attending her beloved Queen in her ancient Pyramid. She catered her her Queen’s every whim, bringing her the sacred fruit, bowls of fresh water, lapping her always-wet pussy or worshipping her immense cock.

She could feel her Queen above her, claiming her in her perfect way. She was almost halfway in now, even though Courage thought she could take no more.

“Good pet,” cooed the Queen.

She came on command, as her Queen had trained her to do. Her hips bucked wildly. Her pussy spasmed around the cock. So much more delicious than the cocks of the adventurers that wandered in. They… well, they got their minds toyed with, became potential breeders for a time, then were sent on their way with a little gold. Sadly, none of them ever had the right kind of seed to fill her with young!

“Today’s the day, Pet,” the Queen declared. “Today, I give you your first litter.”

Courage couldn’t speak as her pussy stretched to the limit. She’d wondered when the day would come. When the Spirits would grant the Queen the wisdom to rekindle their race after so many centuries of hiding. When the Stone of Old Kingdom would grant the Queen the power to bring forth their kind once more

“Today I bear your young, my Queen?” Courage said in the ancient tongue of their people, reaching out with her magic to caress her left paw.

“Yes, beloved Pet. Accept my gift to you.”

Her Queen’s hips jerked and Courage was made complete. Any moment… she would be—

The Queen of the Sphinxes cast the Breeder of the Ancients. Courage’s eyes went wide as the ancient spirits of the Sphinx flooded into her womb. She yowled and bucked and screamed, while the Queen, grunted and bucked and panted. They were one. She belonged to her Queen as her Queen imbued her with a dozen generations of Sphinxes, each one a birth that would one day be remembered around the world.

Courage collapsed under the glorious strain of it all and fell into darkness.

Thank you, young ones… whispered something. It caught her and carried her in the most restful of slumbers.

Author's Note

EEEEE! I think they're adorable together! Before and after~!

A few loose ends to tie up! ~<3