Author's Note

I meant to post this alongside 'No Holds Barred' as a double feature for '22 but the final edits took longer than I thought.

Oh, well. Better late than never. Enjoy the extra treat.

Hope everyone had a Happy Halloween/All Hallows' Day.

-Dormio

Once Bitten

The soft glow of ethereal blue flames illuminated the private chambers of Empress Nightmare Moon. The very air held a chill that went beyond the Long Winter; a sign of the Dark Alicorn’s insidious influence beyond the various lunar iconography. A geo-map, pilfered from the ruins of the Castle of Friendship and made to serve imperial interests, sat in the middle of the room surrounded by reports and manifests and a throne perfect for scheming and brooding. The tall chair currently sat empty as owner was more focused on the royal bed and the bare-chested stallion lying supine in it.

“My, what is this vision of beauty that stands before me?” A voice as cool and level as a frozen lake called out from the silken sheet and downy pillows.

“One to be adored and worshipped, my dear.” Empress Nightmare Moon smiled slyly as she slid off her robe and let it cascade off of her lithe frame.

She clasped her hands behind her head and stuck out a hip to allow her guest to admire her in full. From her magnificent indigo peaked mounds to her ample dappled rump, she had every right to demand devotion from her subjects. His unreflective eyes drank in every dark curve and sensuous swell of her immortal body, his rapt attention stoking a heat deep within her core.

“Your comparisons to a goddess are no idle boast.” The stallion said as a slight flush appeared over his pale coat.

“There is no comparison.” Moon correctly coyly as she crawled into the bed like an oversized feline. “Come, taste of my delights and find out for yourself.”

The pallid stallion allowed a ghost of a smile to cross his lips as they embraced. Her fingers intertwined with his black mane as he captured her lips with his. The midnight mare moaned into his mouth as she felt his hands rub the spot between her wings, allowing his tongue to dart in. Minding her fangs, they battled back and forth for dominance while her bedmate’s other hand found her crescents. Moon eventually, almost reluctantly, broke the kiss while leaving a thin string connecting their lips. Tittering slightly, the Empress shifted herself forward and enveloped her lover’s head in her voluminous cleavage.

“Do you approve?” The Usurper cooed as she shook herself from side to side. “Or has that silver tongue failed you at last?”

The stallion made his approval known with a playful spank of her cutie marks. Moon yelped in surprise and lightly swatted his hand with her tail. As much as she enjoyed the foreplay, the heat in her core demanded attention. Getting to her knees, the Empress released her lover from her hold and sat back on his legs. He smiled up at her as her long horn ignited and a cobalt glow enveloped his belt. She had just unfastened it and was about free his no doubt impressive stallionhood when she paused. Through the fog of lust and excitement, a simple yet infuriating fact surfaced:

She knew this was an imposter.

With an irritated nicker, Moon ignited her horn again. A tendril of magic leapt from the Empress’ horn and latched onto the confused stallion’s head. The black mane and ashen coat burned away in an emerald flame, exposing the smooth chitin and gossamer membrane of a changeling. The Hive Queen stared wide-eyed at the now frowning Nightmare, feeling very much like a fly caught by a spider.

“Was it something I said?” Chrysalis asked defensively. “I warned you stallions are tricky.”

“The mannerisms are off; less romantic, more stoic.” Moon grumbled as she climbed off the bed bug and picked up her robe. “Also, you forgot the beard.”

“Well, in my defense, I’ve only met our silent partner once and it nearly killed me.” The changeling matron wrapped herself in a blanket as the shapeshifting had destroyed her clothes.

Moon just rolled her eyes and sighed as she trotted past the geo-map and out onto her balcony to clear her head. The brisk winter air and sight of her starry night cooled her body and temper but the frustration of unfulfilled desire lingered. She looked out over her world of Eternal Night on the off chance she would see some sign of the enigmatic stallion. Flights of thestrals and pegasi crossed the skies while equines labored to build new settlements amongst the ruins of Old Equestria. Colossal tantibi continued to roam the wilds, enjoying the waking world before they inevitably returned to the Realm of Nightmares.

“Cold, dark but gentle.” The enthroned God-Empress thought with a peaceful sigh. “It is truly a gift but some are less than grateful.”

Moon shifted her gaze eastward where the glow of her baleful satellite dipped illuminated the horizon. After the recent bouts of ‘aggressive diplomacy’ with the age-old rival of Gryphondom and their allies, the Dark Alicorn decided that a display of her unfathomable power was in order. The appearance of the pale heavenly body over their lands should be enough prove to the belligerent hybrids who wielded the bigger stick.

“If not, the annihilation of a city should suffice. Something of cultural significance, I think.” The tenebrous tyrant mused. “Stubborn pride is almost as irksome as desperate hope.”

She also knew that the movement of the once omnipresent moon would spread rumors that the sun would rise again. In a way, it had as the Usurper’s teal eyes were drawn toward a certain part of the night sky. Almost directly above her where her moon once shone was an absence of stars; a perfect circle of void. Astronomers who even noticed the phenomena would claim it was merely a permutation of the Null Constellation but Moon knew better. She could feel the chilly air grow slightly warmer and her godlike power diminish if only by a trivial amount. The Empress of Benighted Equestria frowned as she stared up at the remnants of the sun. While its light had been snuffed, the Alicorn knew that something as well as somepony still smoldered within the dying celestial body.

“Now, that thrice damned foal Sparkle endeavors to rekindle it.” The Empress turned away from her sky and returned indoors, her mind cleared and focused once more. “A futile but bothersome effort. Still, I will not make the mistake of underestimating her again.”

Based on what her Champion and Herald had reported, it appeared that the former Princess of Magic planned to use the capture sunlight recovered from Cloudsdale as well as other esoteric equipment to bring light back to Equestria. How exactly the bookish mare would accomplish this was unknown to all, however. Reigniting the sun was not as simple as setting a spark to kindling and even if it was, the preparations both material and magical would be spotted by even her most obstinate of spies.

“She would need concealment beyond hideaways and piecemeal operations.” Moon rubbed her chin as she configured the geo-map to show identified, destroyed and suspected light dweller havens. “A way to remain hidden from all perception…”

“Tea?” Chrysalis offered as she approached with a tray and cups having helped herself while the Alicorn was pontificating. “Bitter and black, right.”

“Thank you.” The Alicorn nodded as she took the drink and enjoyed its aroma. “I thought you had left.”

“You might have wanted to try again.” The Matron shrugged before her expression grew serious. “And there is something I would like to discuss.”

“Oh?” Moon arched an eyebrow as she took a small sip. “And what would that be.”

“Shining.” Chrysalis sat her cup down and picked up a collection of notes from the map. “I couldn’t help but browse and this says that anypony can be benighted if they’re matched with a specific type of tantibus. Particularly if they're willing.”

“Mind where you stick your nose, vassal.” The Empress warned. “But, yes. Under ideal conditions, your pet can become a New Unicorn. I assume this is what you want.”

“It is.” The changeling nodded. “I’ve had many lovers in my time but he really is… special. You know what I mean?”

“Aw, the bug is in love.” Moon hid a cruel smile behind her cup. “I had considered elevating Armor but after spending months being her plaything, the results may be… interesting.”

“Hmm.” The Dark Alicorn hummed thoughtfully. “I suppose it can be arranged but you will have to wait as you are not the only one to make such a request.”

“Thank you, your highness.” Chrysalis bowed her head genuinely. “He really is-!”

The Hive Queen suddenly perked up as her ears twitched in response to an unheard noise. A faint glow enveloped her gnarled horn as she held a hand to her temple to concentrate. A grainy image appeared over the geo-map followed by what sounded like something speaking through a wall.

“One of my drones has something.” The changeling matron explained past gritted teeth. “Just give me a moment to tune… there we go.”

“Mo-*static* -ave- *crackle* -ear me now?” A drone’s point of view of a forest came into focus. “There you are. Got eyes on potential high value targets.”

The image blurred as the observer silently shifted position and found a concealed vantage point. From the thick foliage of the Everfree, it looked down on a dilapidated dwelling that had been overtaken by the forest. The door had been broken down and faint glimpses of movement could be seen within. After a few moments of silence, four figures emerged from the ruin and began sneaking from cover to cover. A pair of earth ponies led the way while a pegasus and hooded figure followed closely after. From the blonde ponytail and worn stetson to the flowing rose mane and light gold coat, the Mare-in-the-Moon knew two of them well.

“Well, surprise, surprise.” Moon’s face split into a fiendish grin. “Where are they?”

“The outskirts of the Ponyville ruins.” The drone reported. “On the road leading into the old apple plantation.”

“The bumpkin and recluse have come home.” Chrysalis matched her mistress’s smile. “Can you intercept them?”

“Uhh… I’m alone.” The scout said hesitantly. “That big red hulk looks like he could fold me in half.”

“I will dispatch a team to take care of this rabble.” The Empress interjected. “Continue to monitor them but stay out of sight.”

“Rodger that.” The changeling brought up a hand in salute before the view began to fade. “Going dark now.”

“What could they be after?” The Hive Matron asked after severing the connection. “There is nothing in Ponyville but ghosts and shadows. Even scavengers have abandoned it.”

“We thought the same with Cloudsdale.” The God-Empress tapped where the polis once floated on the map. “We will have to ask the mares once we have them.”

“Oh, of course.” Chrysalis fought the urge to roll her eyes. “What about the stallion and stranger?”

“Does it matter?” Moon wave a hand dismissively as she nursed her tea. “The Element Bearers are the priority but if we capture all four, then all the better.”

“Oooh~ Spikey~” Vanity moaned as her lover groped her swollen breasts and teased her aching peaks with his claws. “Not too hard~ It doesn’t take much~”

The Champion’s ministrations were rewarded with a pearly spray that filled awaiting jars. Spike let out a low rumble as his nostrils were filled with the sweet scent of the Enchantress’s milk and arousal. While both of them knew of machines and spells that could alleviate the lactating mother-to-be’s discomfort, neither of them would dare miss the chance to indulge in niche eroticism. The same could be said for two of the four that made up the newest member of the New Dragon’s growing horde.

“Need some help there, daddy?” Nightbolt Dash pointed to Spike’s drakehood as it emerged from between Vanity’s thighs. “Shouldn’t let Van have all the fun.”

“Oh, this is plenty fun.” The dragon thought as he enjoyed the feeling of supple flesh in his claws. “But if she wants to double it…”

“Hrm.” Spike grinned wolfishly as he used his legs to spread the unicorn’s to give the New Pegasus access.

Licking her lips, Dash slid on her knees to the lovers. She was treated to the familiar but no less enticing sight of Spike’s virility twitching before her muzzle. The sapphire speedster also noticed that it was slick with, not pre, but Vanity’s own nectar as she grinded her glistening nethers against it. The Herald hiked up her shirt and let her breasts bounce free before trapping the slick drakehood between them.

"Oh, yeah!" Jets of steam shot out from the Champion's nostrils as the prismatic pegasus slid her mounds along his length while kissing the tip on the downstroke. "That's the good stuff!"

“Oh! How forward!” Vanity gasped dramatically at the unexpected threesome. “I think your pregnancy has made you adventurous, Dash.”

“Heh, we could tell you stories about the academy.” The other Herald chuckled as she sealed another jar of precious milk. “I’m surprised this stuff isn’t purple. How do you think it tastes? I’m better blueberry.”

“Hmm.” The drake’s tongue snaked out and lapped up a sample from the cooing indigo unicorn. “Vanilla.”

“Only the sweetest.” The indigo mare smiled as she pulled Spike down and stole a kiss. “On that matter, have you considered adding pineapples to your diet?”

“Those are a little hard to come by these nights.” Spike mused to himself. “As are most fruits and vegetables now that I think about it.”

“I’d prefer regular apples.” The standing Dash added with a shrug. “So, can we expect the same treatment once this one swells up like a c- OW!”

“Never liken a mare to a farm animal.” The dragon thought as a crystal block slugged the impudent New Pegasus in the arm. “No matter how adept a comparison.”

“You’re not even showing yet, darling.” Vanity glared at her friend. “Enjoy that figure while you can.”

“Yeah, guess I deserve that.” Dash grinned sheepishly as she pulled away from the totem. “I tell you what, I’ll put together a routine to work off any flab and stretch marks baby Spikey leaves us.”

“That…” The New Pegasus flinched away as the Enchantress seemed ready to punish her insinuation again. “…sounds delightful. Thank you.”

“What are friends for?” The sapphire pegasus smiled as she squeezed her breasts together with one arm while her free hand reached between her legs. “Which reminds me, Spike, I’ve arranged a little training session with you and the other Shadowbolts.”

“Is that an invite for another match?” The Champion thought before dismissing it.

“Hrm?” The tyrian drake arched an eyeridge as he detected no secondary motives.

“Don’t take this the wrong way but you- ugh! -rely far too much on your strength and toughness.” The Captain of the Elites criticized after gasping as her fingers found her sweet spot. “Gotta work on your dexterity and… endurance.”

“Ah, there it is.” The Champion noted the slight smirk at the end. “She has a point though.”

“Hmm.” The dragon nodded as Vanity slowed to a trickle and then a few drops. “Better?”

“Ahh~ much.” The gravid Enchantress sighed as she picked up a towel. “I hope our not-so-little bundle of joy has an appetite.”

“If they’re anything like their father, that won’t be an issue.” A voice said from the darkened doorway.

“Oh, hey…” Dash made herself decent as a thestral mare stepped out from the shadows along with an imposing Umbral stallion. “… you?”

“Nightshade.” The dapifer introduced herself with a short bow. “I was present when you were benighted, Herald.”

“Oh, yeah.” The sapphire pegasus snapped her wet fingers as her memory was refreshed. “I thought that rack looked familiar.”

“Dashie, manners.” Vanity scolded even as the bat-mare manually jiggled herself teasingly. “A pleasant night to you and your colleague.”

“Commander.” Spike beat a fist against his chest in salute which the officer acknowledged with a nod. “Welcome.”

“So, is this a social call?” The other Dash asked as she looked over Moon’s first followers.

“One night, it will be.” Nightshade aimed a wink had Spike who reciprocated. “Empress Moon calls upon her Herald and Champion; there has been another sighting of Element Bearers.”

“Oh, really?” The prismatic pegasus’ ears pricked up. “Who?”

“A small team spotted near Ponyville.” The steward checked her clipboard before she answered. “Applejack, Fluttershy, Big McIntosh and an unknown.”

“Well, well, well!” Spike felt his inner beast stir as many old fantasies involving the two mares filled his mind. “The country belle and quiet bombshell.”

“You two will intercept the interlopers.” Knight said plainly. “I will provide support.”

“No legionnaires?” Dash asked with a raised eyebrow.

“They are needed in the east along with the Stratofortress.” The bat-stallion elaborated in a level tone. “At the risk of sounding overconfident, the four of us should be more than enough.”

“Just three; this one has a baby on board.” Dash corrected as the expectant Nightbolt got to her hooves. “No airships this time so you should be fine, Spikey.”

“Hur hur.” The drake laughed mirthlessly.

“Do be careful, darlings.” Vanity warned. “The Apples are a feisty bushel and Fluttershy is not to be underestimated.”

“Hey, Spike could handle me.” The remaining Dash winked as she helped the Enchantress to her hooves. “AJ and BM can’t fly and you just need to avoid eye contact with Shy.”

“Be back soon.” Spike rumbled in farewell as he kissed the unicorn while grabbing a clawful of the Herald’s callipygian rear.

Once more, the Champion followed the dapifer out in the halls with Dash trotting by his side with hands in her pockets. Knight brought up the rear, a paragon of military precision and diligence. The Herald looked over her shoulder at him and slowed her pace to join the taciturn thestral.

“So, any particular reason you’re joining us, big guy?” She asked casually.

“We have a particular interest in Fluttershy.” The Commander answered evenly. “We being the thestrals.”

“Correct me if I’m wrong but there was an incident some time ago where Sparkle transformed her into one of us.” Nightshade added and continued when no one objected. “I believe that makes her a prime candidate for a New Thestral perhaps even a Matriarch.”

“Are they calling dibs?” Spike thought.

“You know, I got three other mes available.” Dash pointed out with a frown. “You could just ask if you need a pegasus to turn into a negasus.”

“Appreciate the offer, Herald, but one of you is already out on leave.” The Commander gestured at the Champion. “Effectively halving your power would compromise your ability to do your duty.”

“Uh huh, sure.” The New Pegasus clearly believed there was a more aesthetic reason as she crossed her arms over her chest and sulked. “Stupid sexy shy.”

“I see the nipple-leon complex still lingers.” Spike suppressed a laugh at her expense.

“Oh, in case you’re thinking it Champion, Fluttershy would not be exclusive to us.” The plum maned mare gave him a knowing look. “If you want to take a walk on the dark-er side, we won’t stop you.”

“Spikey here already has a pegasus.” Dash gave the drake a love tap on his arm. “You’re more interested in AJ and her apples, aren’t you?”

“Fluttershy and Applejack; the Tits versus Ass question made manifest.” Spike pondered over that very question before the simple answer came to him.

“Why not both?” He asked rhetorically which just earned another sulky pout from the Herald.

Within the untamed wilderness of the Everfree, four equines stealthily made their way up an overgrown trail. The woods were perilous and filled with dangers beyond hungry predators. The risk of being spotted and captured by imperial forces hung over each of them like an omen. So many friends and family members had suffered such a fate that hope was a dying ember for those that remained. That was why beyond material objectives this tiny group had to succeed; to prove that the resistance still had fight in it and not all was lost.

“And we can save those who were.” A pale gold pegasus enveloped in the earth tones of a dull green turtleneck and black leggings thought as she clutched a medical box to her chest.

A strange sense of familiarity settled over the four as they passed certain landmarks that the wilderness had reclaimed. Gradually, the Everfree began to thin until it abruptly stopped. Taking cover in a few scraggly bushes, the group looked out over a scene of desolation.

“Sweet Apple Acers.” An earth-bound mare decked out in red flannel, worn jeans and chaps and along duster hid her misty eyes in the shadow of her stetson hat.

“Eeyup.” A stoic stallion clad in a fashion similar to his sister only with a backpack in place of a hat shared her sentiment.

The once prosperous farmstead had been reduced to ruin. The fertile fields churned up into a muddy mire while the lush orchards appeared to have been uprooted save for a few gnarly Everfree scions. Across the wastes, the homestead had been demolished leaving the old red barn as the sole reminder of what once was.

“It survived tornadoes, parasprites and vampire fruit bats.” The pegasus said as she placed a gentle hand on her friend’s shoulder. “Look there. If those trees can grow then the soil must still be fertile. We can rebuild Applejack.”

“’Preciate that, Shy.” The blonde farmer clasped her hand over the kind mare’s and offered a thankful smile. “What do you think, Big Mac?”

“Ah reckon the imps knocked down the house.” McIntosh surveyed his former home, his vocabulary expanding as his temper smoldered. “Surprised they didn’t salt the fields after tearin’ up everything.”

“I fear this was not one of their fell deeds.” The hooded member of their party said knowingly. “Your orchards now serve darker needs.”

She extended a staff festooned with various trinkets and charms and pointed across the wastes to the barn. An eerie teal light shone out from the venerable outbuilding, rising and falling in intensity in a steady rhythm. There was no doubt in their minds that what they sought lurked inside.

“Are you sure, Zecora?” Fluttershy asked nervously to which the zebra nodded grimly.

“Like rats in the silos.” The gamboge mare nickered as she loosened the lasso by her side. “Alright, everypony. We got work to do.”

Their goal was to capture of one of the many eclectic denizens of the Everfree. In the grand scheme of things, a hunt for wild animals would be a much lower priority for the Heroines and their friends but Princess Sparkle was adamant in their importance. In a rare address to the leaders of the struggling resistance, the Alicorn had presented what she had been working on in near seclusion for months; a device capable of not only restoring the day but exorcising the dream demons from their corrupted friends.

“She called it the 'Sunmaker'. Almost sounds like a doomsday weapon from one of Dash’s comics.” The yellow pegasus thought as they broke cover and advanced through the mire. “Applejack said she didn’t like putting all our eggs in one basket like that. I kind of agree.”

Before her terrible change in allegiance, Dash had provided most of the needed components but the project required one last thing before it could proceed into its final stages; the crystalline essence of a tantibus known as dreamstone. Normally, confronting one of the fiends directly would be futile but the ever-studious Princess of Magic had learned much about the invaders during her studies. Even with the benefits of Eternal Night, the tantibi could only exist in the waking world for a limited period of time before fading back into the Dreamworld. Those rare few too weak or too stubborn to do so would transform into crystals which the imperials would be quick to secure and mine for no doubt nefarious purposes. For a more permanent stay, a tantabus required a host and Sparkle had identified one that had found a home in a pack of timberwolves.

“Twilight said she thinks this one is the prime mover behind the Everfree’s expansion.” Fluttershy glanced back at the forest and thought she saw a flash of movement among the tree. “Stopping it might also halt the spread or at least slow it down.”

After a few close calls with deep mud and the odd flight of nocturnal creatures, the group reached the homestead. As they drew closer to the baleful barn, they could feel the air gain a preternatural chill beyond that of the Long Winter. A low, droning hum emanated from the dilapidated structure along with the unmistakable sound of breathing. By the time they reached the doors, a fetid stench like the combination of rot and wet dog made the fur on the back of their necks stand on end. Ignoring the instinctual sense of danger, Applejack pressed against the barn doors and peeked through a hole.

“How many, AJ?” Her brother whispered.

“Hard to tell; they really gutted the place.” She whispered back as she waited for the glow to die down. “Ah think they’re sleeping in a pile or… oh.”

“I fear the timberwolves have numbers we may not have accounted for.” Zecora shifted uneasily when she noticed the farmer stiffen up in surprise. “Surely there must be scores or more.”

“Nnope.” Applejack shook her head as she stepped away. “Just one. A lumberwolf alpha.”

“The pack would not remain a king unless it values the strength it may bring.” The witch doctor frowned. “This must be the work of the fiend most vile yet, honest Applejack, why do you smile?”

“’Cuz this means we outnumber it now.” The blonde mare grinned. “Come on, I’ve seen a rock take these varmints down. We can do this.”

Their original plan was to draw out the pack and lure them into a trap. With them ensnared, one could be picked off and the necessary essence cut out of it with the tools recovered from the cottage. The fact that they were now dealing with one massive beast made an already dangerous plan even more so but did not change it overall.

“So, should we draw straws to see who gets to be the bait?” The gamboge earth pony asked with a grimace.

“You may not think it but I am quite spry.” Zecora reached into her cloak and produced a glass vile containing a yellow liquid that seemed to churn of its own volition. “And with this potion, I can almost fly.”

“Well, alright then.” Applejack doffed her hat respectfully. “Ah’ll get in the hayloft. Big Mac and ‘Shy? Set up ‘tween those two trees. Let me know when yer ready.”

“Eeyup.” The red stallion nodded. “Y’all be careful now. ‘Specially you, Zecora.”

The zebra smiled gratefully and shed her cloak, revealing that she had elected to wear little beyond her rings and wraps around her waist and chest. The Apple siblings were about to ask several questions but realized that the witch doctor would probably answer most of them with ‘brewed a potion’. Leaving Zecora to limber up, the farmer and caretaker set back out into the mire while Applejack found the cable and winch that lead up to the hayloft. Fluttershy glanced back as she heard a rapid series of clicks carry the honest mare up to her vantage point which ended with an alarming thud. The hunters froze as a loud yet sleepy growl emanated from within the barn but nothing more. Letting out a sigh of relief, the kindly pegasus followed after the red draft stallion until they reach a pair of gnarled trees.

“Alright, ‘Shy. We need snares for its legs and a net for the body.” McIntosh instructed as he uncoiled lengths of cable from his pack. “We’ll use the trees as springs; they look sturdy enough.”

“Got it.” Fluttershy nodded as she set down the metal box and took up the cable. “Um, are you sure we should be doing this in the open?”

“Ah thought the same but the imps are busy with the griffons out east.” The eldest Apple explained as he pointed to the moonless sky above. “They ain’t looking for us right now so this is as good a chance as any.”

“I wonder if Twilight had anything to do with that.” The pale gold pegasus briefly thought of her friend’s more underhanded political abilities but decided it would be better to focus.

With the combined experiences and skills of the animal caretaker and yeostallion, the two bent the trees into a bow and concealed a system of cables and weights in the mud and foliage. McIntosh tested the tension of a key anchor before standing up with a proud smile on his face.

“You have a skilled hand, ‘Shy.” He praised genuinely. “Ah take it you’ve done this before.”

“Sometimes, yes.” The kindly mare nodded as she blushed slightly. “But never on something that big.”

“It’ll work, miss.” McIntosh assured her. “Now, ah recommend you find yourself a good hiding spot and be ready when that thing comes. Ah got to get up in that tree to act as the counterweight.”

“Oh, let me help.” Fluttershy wrapped her arms around his trunk of a torso and flapped her wings.

“Mighty kind of you to offer but- whoa!” The red stallion was surprised to see his hooves leave the ground.

“Heavy!” The demur Pegasus instantly regretted her offer but dared not show her strain. “He’s all toned, sweaty, hunky muscle, of course he’s heavy!”

Just as it felt like her wings would give out, McIntosh touched down in the boughs of one of the trees. Despite her best efforts, the pale gold mare gasped for breath as the effort took its toll. The eldest Apple indicated a branch she could rest on which she took gratefully.

“Wish ah had wings like yours.” He said with a small smile. “Weak flier, my eye.”

“I am better than I used to be but I still prefer trotting.” Fluttershy knew he was being polite but still appreciated it. “Dash gave me a regiment to use before she… you know.”

“We’ll get that hard head back, miss.” McIntosh reached out and placed a reassuring hand on her shoulder. “We’ll save them all.”

“Will we?” The errant thought passed through her mind like chill and left just as quickly. “No! Don’t think like that.”

As ready as they were going to be, the red stallion waved to his sister while Fluttershy flew back down to take cover behind a rock. The honest farmer readied her lasso while the mohawked mare popped the stopper of her potion and downed it like a shot. After giving it a few moments to take effect, the zebra hefted her staff and began beating it against the doors while chanting something at the top of her lungs.

“Hope nothing else hears that.” Fluttershy cringed as the noise shattered the otherwise silent night.

The ethereal glow intensified as one teal snapped open within the mass of sylvan debris. A deep, throaty noise akin to a growl and falling foliage shook the barn as the beast awakened. Still sluggish from slumber, the lumberwolf slowly got to all fours and moved toward the disturbance. With a swipe of a mighty wooden paw, it tore the doors off their hinges and stepped out into the starlight.

“Sweet Sun above!” The hidden pegasus gasped as she beheld the monster in full.

Like most timberwolves, the fiend was an amalgamation of various trees arranged in a quadrupedal form. This specimen, however, consisted of mostly apple trees, painted wood from the barn and various farm equipment embedded in its massive body. In addition, most likely as a result of being the host of a tantibus, the normally lean lupine frame was built up more akin to an equine with a thick barrel and longer neck. Crystalline growths aglow with a sickly teal light jutted out from the amalgamation at random; a sure sign of ill compatibility between timberwolf and its ethereal parasite. The abomination that had been Sweet Apple Acers glared down at the solitary zebra that had dared disturb its slumber, jagged fangs of hardened amber bared in a snarl.

“Oh, did I wake the overgrown matchstick?” Zecora said rapidly as she turned around and slapped her striped rear tauntingly. “It’s hard to be stealthy when you’re this thick.”

“Wha-?” Both Applejack and the behemoth shared a confused expression before the creature let out an enraged howl.

Just before it lunged at the cheeky zebra, the blonde farmer slung her lasso out over the lupine snout. She pulled it taught and snapped the jaws close just a hairs breadth from the witch doctor's tail. The beast barely had time to register what had happened when the earth pony leapt from her hiding spot and landed just behind its head.

“Start runnin’ sugarcube!” She called out as she straddled the thrashing thing and hastily tied the lasso into a crude rein.

Zecora did not need to be told twice as she broke into a full sprint away from the barn. Seeing its first target flee, the fiend pursued with its ‘attacker’ forgotten. While her potion afforded the zebra speed that would make some pegasi jealous, the lumberwolf was not as slow as its name and size implied. It was all Applejack could do to use her rein and thighs to throw off her mount’s aim and spare the witch doctor from being trampled. After nearly being overtaken by the juggernaut, the striped equine suddenly took a sharp turn toward the pair of conspicuously bent trees. The beast slid in the mire as it tried to keep on its prey’s trail, nearly bucking its passenger in the process.

“Ready or not, Big Mac, here we come!” The younger sibling righted herself as they entered the home stretch.

Feeling the beast’s rancid breath on her neck, Zecora slowed her pace just enough to bait out one last lunge from the corrupted amalgamation. For a single harrowing moment, the witch doctor was within reach of the fiend’s claws. A flash of nightmare tainted amber brought streaks of crimson against her black-and-white coat, shredding her simple clothes and sending her sprawling.

“NOW!” McIntosh yelled as the abomination closed for the kill.

With his boundless strength, the red stallion jumped from his perch and pulled a cable behind him. The bowed trees snapped back into place, a web of cables between them. Simultaneously, Fluttershy took to their air dragging a line of tripwires behind her. The snares wrapped around the behemoths paws and held them fast while the net became entangled in the mess of branches and limbs. With a strained howl, the lumberwolf collapsed on its side as the pair of trees anchored it in place. The moment of confusion quickly morphed into rage as the beast struggled to free itself. It was then that the yellow Pegasus suddenly dropped into view and planted her hands on its muzzle.

“STOP!” Fluttershy commanded with her eyes wide and hard with the infamous Stare.

The warped creature instantly froze as its teal glow gained a greenish hue. The kindly mare maintained her glare even as something not of the waking world stared right back. She then began gently stroking the wooden wolf’s snout, her tender touch reaching the ultimately animal mind within the monster.

“Calm down, please.” The pegasus said sweetly and gently. “I’m sorry we hurt you but we need to help you.”

“Keep it up, ‘Shy.” McIntosh whispered words of encouragement as he rushed to Zecora after tying down his trap. “Don’t move. You’re bleedin’.”

“I don’t have time to bleed.” The witch doctor groaned as she used her staff to pull herself up onto her knees. “Tis but a scratch; there really is no need…”

She trailed off as the stallion consciously averted his eyes. The zebra looked down to see that mud was the only thing preserving her dignity. The burly farmer coughed politely as he took off his duster and passed it to her without making eye contact.

“Such a gentle stallion.” Zecora smiled as she slid on the oversized coat, wincing slightly as it pressed against her back. “Let no one name you a rapscallion.”

“He really is.” Fluttershy thought even as a faint twinge of jealously fumed at the back of her mind.

“Eeyup.” McIntosh simply nodded before he looked back at their prize. “AJ?”

“Ah’m okay!” His sibling called out from one of the anchor trees. “Just- rgh –need ah hand."

The stallion and zebra, minding the still ensnared and entranced beast, moved past its paws to find their remaining partner. Applejack had apparently not leapt clear of the trap in time and had somehow ended up hanging in an awkward and somewhat compromising position. Zecora stifled her giggles as McIntosh worked out how to free his sister.

“Ah swear if ah had a bit fer every time this happens…” The gamboge mare grumbled. “Y’all alright?”

“The beast scored a lucky hit but I’ll live.” The zebra waved off her concern. “It’s the despoliation of my staff that I can’t forgive.”

She shook the now mostly bare stick for effect. Applejack was about to offer to look for the no doubt vital charms and curios but between the mire, darkness and tight timeframe, it simply could not be done. Her brother meanwhile found the right knots and warned her of a sudden drop. The blonde farmer slipped free of her snare and landed on her hooves with a splash of mud.

“’Preciate it, Big Mac.” Applejack said after dusting herself off and retrieving her hat. “Now let’s get what we came for.”

“Quickly now.” Fluttershy advised. “He’s calm but aware.”

With the caretaker soothing the savage beast, the remaining three opened up the metal case and withdrew a mix of medical implements and lumber tools. While using heavy equipment to perform surgery seemed like an idea from a cheap horror film, nothing less would do for the sylvan abomination. With a swing of an axe, Applejack split the wood over where they hoped the heart was while McIntosh pried the incision open, spilling a viscous sanguine sap into the mud. Zecora then carefully reached in with a pruning knife and scalpel at the ready, murmuring warding mantras all the while as tiny otherworldly tendrils poked and prodded at the intrusion.

“How’s our patient, ‘Shy?” The orange mare asked as she noticed the lumberwolf was oddly placid with its innards exposed. “Ah ain’t ever seen a critter take this kindly to the knife.”

“He’s… conflicted.” The pegasus narrowed her eyes in concern. “He’s confused, frightened and in pain but at the same time… enjoys it. Being tied down, c-cut open and… ridden by you, Applejack.”

“It almost knows her.” Fluttershy thought to herself as she tried to make sense of the mishmash of emotions. “Like it has does this with her before but how could it?”

“Er, beg your pardon?” The younger Apple looked from Fluttershy to the behemoth. “You sayin’ this thing is ah mass-kiss?”

“Masochist.” Her elder corrected. “Ah reckon’ that’s the dream parasite more than the lumberwolf.”

“Land sakes.” Applejack face palmed as she realized why the fiend had ignored her after she jumped on it. “Ah feel like ah need a shower now.”

“Oh, my.” The demur mare’s cheeks reddened on her friend’s behalf. “Naughty boy.”

*Clink*

“We’ve struck true.” Zecora announced as she cut away a leafy membrane to reveal the crystalline heart of the amalgamation. "Now to free this creature of this bad voodoo.”

With deft bladework that has been honed by a lifetime of harvesting alchemical regents, the witch doctor began to extract the corrupted core of the beast. The tainted lumberwolf let out a mix of a low whine and growl as his internal glow began to flicker. Fluttershy, her eyes teary from both maintaining the Stare and sympathy, began humming a soft lullaby to ease the beast’s pain. It was a small comfort, she knew, but she saw no reason for the sylvan wolf, monstrous it may be, to suffer.

“Hush now, quiet now.” She said gently. “You’ll be back home… what's this?”

While the nature spirit was in agony, the fiend corrupting it was on the edge of euphoria. The kindly animal keeper had enough experience with woodland creatures during certain times of the year to know what that entailed. Wood creaked and groaned, the beast began to pant rapidly and the guttering internal glow concentrated toward the back of the juggernaut. Fluttershy risked a glance at her friends to see that while McIntosh and Zecora were not in the line of fire, Applejack certainly was.

“Applejack!” The pegasus called out even as she broke the Stare. “Behind you!”

The blonde earth pony whirled around with axe at the ready expecting to see foes sneaking up on her. Instead, she saw why her friend had referred to the abomination as ‘he’. Two of the largest honeycrisp apples she had ever seen swung from a housing of chicken wire, branches and old linens. In front of the pendulous orbs, emerging from a loose sheath of leaves, was a stout length of lumber crisscrossed with veins of sap and a band of silo metal around the middle. At the end was a large stump that appeared to have had the roots trimmed off with an off-center knot hole, giving a flared head to the twitching battering ram.

“Ah, hell.” Applejack could only grimace as the throbbing log erupted.

A deluge of ebony star-flecked equine-lupine virility slammed into the mare with the force of a breached dam, knocking her off her hooves. Zecora, McIntosh and Fluttershy shielded their muzzles as the air became thick with the heady sickly-sweet stench of corruption. The liquefied midnight flooded the fields just ahead of them and collected in a low spot, forming a modest pond. The lumberwolf let out a happy sounding noise before it went still, the last of its energy spent. The elder Apple stared at the mess for a few moments before he leapt to his hooves and sprinted toward the pool, steam already rising from it as the essence cooled in the frigid air.

“AJ!” McIntosh could not keep the panic from his voice as he trudged through the mud. “AJ, you okay?”

Applejack could barely hear his voice but dared not open her mouth to respond. A sweet and salty taste already lingered on her tongue and she could feel a wet, revolting heat soak her from ears to hooves. It was as if she was drowning in a slurry pit at the peak of summer. That warmth rapidly turned into a sluggish cool and then a freezing cold that felt like icicles being driven into her chest. The sense of weightlessness suddenly ended as she felt herself settle on something solid. A moment later, her head breached the surface of the morass allowing sight and sound to return to her.

“*cough-cough* Fak! Ah’m here! *cough*” The sodden pony sputtered as she desperately cleared the offending substances from her face. “Mac?”

“There you are.” His red face appeared over the edge of the depression she had been swept into along with Zecora’s and Fluttershy’s. “This really isn’t your night.”

“You hush!” Applejack snapped as she rolled off the rock she had landed on and stomped through the last of the flood as it evaporated or seeped into the now dark and sticky ground. “Get me a pack ah matches, there’s hell to pay now!”

“I don’t blame you but it won’t do any good.” McIntosh said as he offered a hand to help pull her out of the sink. “That was more than it could take; look.”

The fuming earth pony saw that the lumberwolf had gone dormant. The ethereal glow was gone and the body had collapsed completely into a pile of rubble. Seeing that the object of her wrath was more or less dead, Applejack settled for letting out a long line of colorful obscenities as they regrouped.

“I’m sorry, Applejack.” Fluttershy tried to wipe away some of the mess that clung to her only to flinch when she caught the blonde’s expression. “I should have-“

“I’m fine, Shy.” Her friend said curtly as she spat something into the mud with a grimace. “Just tell me we got what we needed.”

“Our pain and humiliation was not in vain.” The witch doctor said as she presented a roughly heart-shaped lump of glowing dreamstone encased in a warded glass contianer. “We are one step closer to ending the Nightmare’s reign.”

A sudden shift in the wood pile cut off any celebration as the group instantly went on guard. Three pairs of green glowing eyes appeared within the debris and gazed out at the equines. From the remains of the lumberwolf emerged three considerably smaller versions. Sneering, Applejack reached down and picked up a hefty rock. She was about to lob it at the closest one when Fluttershy grabbed her arm with surprising strength.

“Wait!” The kindly pegasus whispered urgently. “They are just timberpups.”

“Cute ones, too.” She mentally added less she only exacerbate the earth pony’s wrath.

The trio of juveniles looked at the equines with a wide-eyed innocence for a moment before one of them approached and dropped something from its mouth. After giving Applejack a hard look of discouragement, Fluttershy cautiously approached the sylvan hound and stooped down to retrieve the object. The rose-maned mare straightened up with the gift clasped to her chest and smiled at the timberpup whose leafy tail was wagging happily.

“You’re welcome.” She said sweetly.

That seemed to satisfy the small pack as they turned and bounded off into the mire and the Everfree beyond. Applejack’s shouldered slumped as she let the stone fall back into the mud. Her brother gingerly patted her on the back, mindful of her soiled clothes.

“I think this was a gift for freeing them.” Fluttershy explained as she rejoined them. “You two should have it.”

The Bearer of Kindness extended her hands and presented a shimmering golden apple. The sibling’s eyes widened as they beheld the near mythical fruit. Beyond the delicious taste and rumored ability to convey great power, their seeds could be planted anywhere from brackish bogs to rocky peaks. The catch, however, was that only one bountiful tree could grow within a considerable area and such a crop would inevitably attract covetous and envious attention.

“Between this and whatever we can salvage from the lumberwolf, we could bring back the Acers.” McIntosh said with uncharacteristic glee.

“Well, ain’t that a kick in the head.” Applejack managed a smile as she took the treasure. “Still have half a mind to torch the big one but this might make up for it.”

The honest farmer held up the apple to admire its luster against the night sky. Past the golden orb, she noticed a streak of light past the distant spires of Canterlot. Her first thought was that she had seen shooting star but as she focused on the movement, she discerned a prismatic contrail could only belong to one New Pegasus.

“Rainbow Dash is makin’ rounds.” The blonde earth pony hurriedly pocketed the precious apple. “Time to go.”

“Have we been discovered?” Zecroa asked as she packed away their tools and treasure in the medicine case. “I had thought we had our approach covered.”

“Canterlot is right there and the lumberwolf was lit up like Hearth’s Warming.” The elder Apple mused aloud as he tracked the distant trail. “She probably just looked out a window.”

“Less talk, more hoof!” Applejack urged her fellows on. “We can lose her in the woods!”

With their objective and treasures secure, the group galloped through the wastes toward the tree line. Zecroa, still benefitting from the effects of her potion, reached the Everfree first followed by an airborne Fluttershy and a surprisingly swift Applejack not far behind. The blonde mare had just reached the cover of the forest when a wet squelch followed by a deep grunt of pain from the fields caused a weight of dread to drop in their stomachs. They turned back to see McIntosh had found a deep spot in the mire and sank up to his waist in the mud. He struggled to lift himself out but it was clear that unless he got help, he was stuck fast.

“Just go!” The big red pony shouted almost pleadingly. “I’ll catch up!”

The three hesitated at the treeline. They could hear the rush of air from Dash and see that she had company trailing in her wake. Fleeing now gave them the best chance to get the tantibus sample back to Sparkle but staying to save the big red stallion would all but guarantee a confrontation.

“Why am I even debating this?” Fluttershy reached her decision and flew back across the mire.

“Ah can’t leave my brother.” Her demur friend’s decisiveness stirred Applejack into action. “Don’t wait up, Zecroa. Get that damn thing to Twi!”

“With all due haste!” The zebra nodded as she sprinted into the darkness of the Everfree. “I will not this go to waste!”

Out in the treacherous bog, the kindly pegasus reached the stallion and worked on freeing him. The blonde earth pony rushed to their aid but was hampered by the mud and her own efforts to avoid sharing his predicament. McIntosh glanced over his shoulder to see the imperials were almost on top of them.

“Leave me, you two!” He shouted as the yellow pegasus hooked her arms under his. “Save yourselves, I’ll be fine!”

“I almost got you!” She ignored him as she attempted to yank him out only for the mud to suck him back in. “Can you lean forward? Break the mud seal?”

Despite his continued protests, the big stallion complied. Using her legs and wings, the kindly caretaker put all she had into hoisting him up and out. Her efforts were rewarded with a disgusting squelching sound and the sense of the eldest Apple slipping free. As their center of gravity changed, the ground beneath her hooves slipped and the mare fell on her back. When McIntosh did not fall on top of her, she briefly wondered if she had accidentally catapulted him across the bog.

“Not too bad, ‘Shy.” An all too familiar voice said teasingly. “Good to see you’ve been doing those exercises I’ve showed you.”

Hovering in the air with McIntosh hanging by the cuff of his shirt was the pegasus they once knew as Rainbow Dash. Fluttershy scrambled to her hooves while McIntosh opted to rip himself free and drop back down sans shirt. The Herald smiled in licentious approval as the now bare-chested stallion put himself between the two mares.

“Good to see you too, Big Sexy.” The sapphire speedster unashamedly looked over the well-built stallion’s physique. “And I thought Champ had atlas shoulders.”

“Nnope!” McIntosh made his disinterest clear as he searched for a way to escape.

“What, fit big titty tomcolts not your thing?” Dash struck a rather sensuous pose that accentuated her self-descriptor. “And I thought you were a stallion of culture.”

“First the timberwolf and now her?” Fluttershy thought as she checked behind her to see Applejack was now trying to sneak toward them. “Was is it about tantibi that make things horny?”

“Rainbow Dash, listen to me. We know this isn’t the real you.” The caretaker spoke up, her voice gentle but resolute as she tried to prevent the Herald from noticing her friend. “The tantibus is poisoning you. We can help you fight it.”

“That’s really touching, ‘Shy. You’re going have me bawling like a foal any moment now.” The prismatic New Pegasus deadpanned as she wiped away an imaginary tear. “Oh, and it’s ‘Nightbolt Dash’ now.”

“No.” McIntosh nickered in disapproval.

“We’re still your friends.” Fluttershy insisted. “No matter what happens.”

“Friends don’t send friends on suicide missions like Twilight.” The Herald sneered before perking up. “But enough stalling; the boys are finally here.”

“Who?” The red stallion asked before something very large swooped over the mire.

Applejack had just crept close enough to catch their conversation when the ground in front of her erupted into a wall of flame. The blonde fell back and patted out errant embers before she saw a figure land hard amongst the blaze. Wreathed in fire like some demon from the Pits, the herculean frame of a dragon stomped out of the conflagration. Predatory teal eyes gazed down and met her bright greens.

“Howdy.” Spike gave the honest mare a toothy grin.

“GET OUT OF THERE, AJ!” McIntosh nearly screamed himself hoarse.

Applejack turned and took off in a dead sprint, it was all she could do in the face of such odds. The draconic Champion watched her flee for a few moments before he spread his powerful wings and pursued. It was plain to see he was looking forward to the hunt and feast that would surely follow.

“Have fun, Spikey.” Dash waved with a nasty smile. “I got these two.”

The eldest Apple realized his mistake in turning his back to the Herald a moment too late. Dash blitzed into him and planted a hoof between his shoulder blades, knocking him face first into the mud. The corrupted mare jumped off him only to drop right back down at an angle, driving him through the muck like a plow.

“Dash!” Fluttershy flew at the Herald with a speed and fury that surprised the both of them. “Off of him!”

“What the-?!” Dash attempted to jump clear of the charge only for McIntosh to make a blind grab at her leg and hold her in place.

The yellow pegasus tackled her fallen friend to the ground. Winded but otherwise unharmed, the Herald made to kick the caretaker off of her when she made eye contact. A profound feeling of guilt, shame and sorrow suddenly filled the prismatic Pegasus as hard cyan eyes bored into her glowing magenta ones.

“I see you in there, Rainbow Dash.” The kindly mare thought as she caught fleeting glimpses of her old friend. “Come back to me, please.”

For a moment, the Element of Loyalty reached out for her friend. That moment was lost when a hand slapped over Fluttershy’s Stare and an arm wrapped around her neck.

“I apologize for this, Miss Shy.” The interloper said simply as he yanked the mare off the Herald and locked her in a chokehold. “But it is time to take a nap.”

Dash sat up and shook the lingering feelings of what once was out of her mind. In front of her, Commander Knight endured the frantic thrashing of the pegasus’s hooves, fists and wings. The sapphire mare rose to her hooves and cracked her knuckles, earning a disapproving look from the Umbral.

“Behind you.” She said as she gestured to the eldest Apple charging the Commander from behind.

Knight said nothing but launched himself into the air, taking an imperiled Fluttershy with him. McIntosh attempted to leap after him but only grazed his tail with his fingers. As the red farmer missed, he saw Dash rushing up to meet him with one fist primed and ready. In midair, the earth pony could only clench his jaw, tuck his chin and hope Applejack had gotten away before his vision exploded into stars and then merciful oblivion.

“Damn, country colt’s got an iron jaw.” The sapphire speedster winced as she stood over the prone and unmoving McIntosh. “Think I broke my hand.”

“Common earth ponies tend to be built robust.” Knight said as he dropped back down with a limp Fluttershy over his shoulder. “You should probably get some ice on that when we get back.”

“I’ll just rejoin me; that tends to fix the minor stuff.” Dash shrugged before looking back at the Everfree. “You see what happened to AJ and their friend?”

“The Champion is chasing them into the forest.” The thestral reported plainly. “I’m inclined to let him have his ‘fun’ but if he isn’t back within the hour, you should look for him.”

“Kinda hoping I could smack AJ around. Oh well.” The Herald looked down at the big red stallion and then the lithe yellow mare. “Trade ya.”

Knight gently passed the unconscious Fluttershy to Dash before working on getting McIntosh over his shoulder. The New Pegasus adjusted her old friend until she was carrying her bridal style. It was hard to explain but she felt the need to make the kindly caretaker as comfortable as possible. Perhaps it was a lingering effect of the Stare or just old habits of shielding the shy pony from trouble. Once the Commander had the eldest Apple ready to go, the two took to the air and flew back to Canterlot.

“Sorry to put you through this, ‘Shy.” Nightbolt whispered as she cradled the shivering mare closer to her. “But it’ll be worth it. You’ll see.”

“Look at that beanpole!” A mocking voice exclaimed. “A stiff breeze could snap it in two!”

“I know extensions when I see them!” A scathing sneer remarked. “That mane’s as fake as her breasts!”

“We know the shy filly is all an act!” Yet another jeered. “She’s a freak behind closed doors!”

Fluttershy did her best to ignore them as she trotted down a barren street through a facsimile of Ponyville. All around her, shadows of total strangers looked at her with a sickening mix of fascination, jealously and unwanted desire. Their thoughts echoed all around her, their voices blending together into a cacophony of noise. The kindly mare just wanted to leave; to fly back to her home and the simple love of her animals.

“No, I can’t just run and hide.” She reassured herself. “They just didn’t know me then.”

The dream shifted as she knew it would as it always did. The spectral equine gained features and faces she knew from the rowdy Berry Punch to the handsome McIntosh. The voices died down and eventually went silent as the lone pegasus felt herself become just part of the crowd. A soft sigh escaped her lips. This was an old dream that had long haunted her early years once she left Cloudsdale; a manifestation of her timidity in the face of other equines. In front of her now were the mares that had helped her overcome that debilitating fear for the most part. She trotted into the welcoming embrace of her friends and held them close, their warmth a missed comfort.

“Yew makin’ eyes at mah bruther?” Applejack’s thick drawl cut through her mind like a knife. “He dozn’t need ah skank like yew messin’ with ‘em.”

Fluttershy looked at the blonde in shock but she still wore the same welcoming smile.

“Who does this ragamuffin think she is?” Rarity’s posh voice placed a lead weight in her stomach. “Trying to upstage moi? She would be nothing but a homely spinster without my talents of turning filth into art!”

“No! I never meant… too…” The Pegasus pleaded with the fashionista only to be greeted with the same brilliant smile.

“Weak, helpless, useless coward!” Dash’s coarse tone felt like sandpaper against her ears. “Why can’t she save her own damn self? She’ll be the death of all of us!”

“I’m sorry! I’m sorry!” Fluttershy felt tears welling in her eyes as the weathermare’s confident smirk remained unwavering. “I can change! Just don’t leave!”

The kindly caretaker wrapped her arms around her oldest friend and held her close. She felt cold and waxy like one of Rarity’s mannequins. The smile literally fell from Dash’s face as did her glassy eyes and faux mane. Fluttershy watched as other friends as well as the entire town fell apart around her; a crumbling facade of civility and manners revealing ugly truths just beneath. The whispers and rumors started up again, clearer and stronger than before.

“Pathetic! Fraud! Coward! Slut!” They became a mantra that forced the mare to her knees, hands clasped over her ears and panic written over her face. “Freak! Deviant! Parasite! Monster!”

“STOP IT!” Fluttershy screamed as she blindly lashed out.

Her fist connected with something and the voices suddenly went silent. She looked to see the shattered remains of Twilight give her a disappointed look before fading away. The pegasus sank back to her knees and wrapped her arms around herself, her breaths coming in shallow gasps. She refused to believe that was what her friends really thought of her but what if it was true? What if she had mistaken simple politeness and pity for true friendship? What if the mares she called friends despised her?

“You were there for us.” A strange distorted whispered came from the darkness that now surrounded her. “We will be there for you.”

Fluttershy raised her head to see the shadows had taken on new forms. She recognized paws, antlers, and whiskers of various animals but they seemed to blend together. Out of the amalgamation emerged more defined figures. Tall and lean with seraphic wings, they appeared as pegasi but somehow greater. One of their number approached her, a beatific mare cradling a small pure white rabbit in her slender arms.

“Help us, kind one.” The cherubic apparition said softly. “And we will help you.”

“I…” Fluttershy found her voice as she cautiously reached out toward the oddly familiar vision. “How…?”

She froze as the figures’ appearance suddenly gained focus. Predatory fangs glistened behind a cruel smile. Crimson eyes fixed on her with carnal and carnivorous desire. Long talons and curved claws clinked against the ground. All around her, the mass of shadows was illuminated to reveal ghastly abominations of various animals meshed together in a way that defied logic. The pegasus tried to flee but her limbs refused to obey her, frozen in place by a will not her own. The slender fiend trotted closer, the darkness cloaking her burning away to reveal a pale gold coat and long rose mane. Fluttershy flashed her bloody fangs at herself in a smile as she ran razor claws over the unnatural thing pretending to be a bunny.

“We’ve given so much for those wretched equines only to be rewarded with scorn and mockery.” The doppelganger snarled savagely. “It is well past time to share our kindness with more deserving creatures.”

Fluttershy awoke with a start and sat bolt upright. Her throat felt dry and raw and darkness continued to obscure her vision. It was only after she attempted to rub her eyes that she realized she was wearing a band and had not gone blind. She also felt binds on her wrists, fetlocks and wings, severely restricting her movement. The yellow pegasus took a moment to simply breath; to reassure herself she was out of the nightmare and back in reality.

“Not that much better.” She thought bitterly as she regained control of herself. “Okay. Where are we now?”

The softness under her and the warmth still over her legs told her she was in a modestly furbished bed. The scent of clean linens and sweet-smelling perfume told her she was indoors somewhere luxurious. She could hear distant hooves on stone and the call of night creatures further away as well as the wind buffering a window.

“I must be in Canterlot.” The pegasus deduced as she tried to work her fingers under the blindfold to no avail. “Too nice to be a cell so one of the guest rooms?”

The sound of hoofsteps grew louder as something drew near. She heard a muffled conversation between several what she assumed to be guards before someone unlocked a door. It creaked open and Fluttershy sensed a presence enter her room.

“Ah, you’re finally awake.” An unfamiliar feminine voice said from across the space. “Is that blindfold really necessary?”

“This is the same mare that tamed Discord with a look.” A clearly masculine tone pointed out. “I’d say it is.”

“Perhaps but I doubt she’s foolish enough to try something like that here.” The threat directed toward her was evident in the first speaker. “Right, Miss Shy?”

The yellow caretaker did not answer. While she could stare down a guard or two, it would not do her much good in the heart of the Nocturnal Empire. Her silence was apparently enough as someone snapped their fingers and she heard armored beings stomp toward her. She shied away from them but with her binds, they had little trouble lifting her out of the bed and carrying her a short distance away. Fluttershy felt herself be sat down in a chair and then the band over her eyes loosen and fall away. Her earlier assumptions proved accurate as candlelight illuminated one of the suites of Canterlot, refurbished to better fit the aesthetics of the new regime.

“Better?” A suit-and-sweater wearing thestral mare with a plum mane seated across from her gave her a crooked smile the exposed a single fang.

“Who are you?” The sweater bedecked pegasus tried to place a name with the face but came up blank. “Where are my friends?”

“Nightshade.” The bat-pony bowed her head slightly. “Dapifer to her royal majesty, Empress Nightmare Moon. This here is Knight, Commander of Her legions.”

“A pleasure to meet you again, Miss Shy.” The looming Umbral inclined his head in polite greeting. “The one known as Big McIntosh is safe and his injures are being treated. I do not know of the others.”

“No chance of appealing to the Equestrian in them then.” Fluttershy maintained a neutral expression as the steward produced a bottle and a pair of glasses. “At least I know I’m not alone here.”

“You must be thirsty, Miss Shy.” Nightshade said as she uncorked the bottle and filled both glasses. “This is a vintage cider; recovered from Sweet Apple Acers’ stores before it was abandoned.”

“Stolen, you mean.” The yellow mare just frowned at the offered drink even as she unconsciously licked her lips. “No, thank you.”

“It’s a far cry from melted snow and stale military rations but it has kick.” The thestral insisted as she swirled her glass. “We have grains and fruits, too.”

Fluttershy heard her stomach growl as Knight set a basket on the table filled with rolls and apples. A full meal was something she missed dearly but she felt compelled not to display any weakness in front of the two. Nightshade cocked her head to the side as if studying her and then sampled a bit of everything before washing it down with her drink. She then spread her arms and gestured to herself as if to show nothing was poisoned.

“Wow, that sweater is tight.” The demure mare’s eyes were inexplicably drawn to the bat-mare’s rather prominent chest.

“No point in torturing yourself, my fellow sweater stretcher.” Nightshade must have caught her as she made a plate for her ‘guest’ with a sly smile. “You should eat, Miss Shy.”

“Fluttershy.” The soft-spoken pegasus corrected as she cautiously took an apple in her tied hands. “Miss Shy was my mother.”

“Of course.” Nightshade acquiesced with a nod. “Please, enjoy.”

“Is this the start of an interrogation?” Fluttershy wondered as she turned the fruit over in her hands before raising it to her mouth. “They’re both playing good cop so how- oh, my goodness! This is delicious!”

Her eyes widened as the first bite graced her tongue with a sweet and tangy juice. Just the simple taste of something beyond cardboard and metal sent shivers down her spine. All her previous compunctions were forgotten as she devoured the meal with abandon. Nightshade watched the famished mare sated her hunger, a coy smile on her face. It was only after she had run out of cider did Fluttershy catch herself and started eating in a much more dignified manner.

“I see you appreciate our hospitality.” The dapifer said with a slight chuckle. “Now, I suppose you are wondering why you are here.”

“I think I know.” The caretaker finished a mouthful and felt her appetite wane. “A host for a tantibus.”

“Ah, good, you have figured that part out.” Nightshade seemed relived she would not have to explain that in detail. “But do you know why?”

“Because…” Fluttershy trailed off as she realized she did not. “… that’s how Nightmare Moon controls you?”

“It’s how Empress Moon will save us.” The steward corrected keenly. “I’m sure you’ve seen Old Equestria wither and die under Eternal Night and Long Winter.”

“Which is why we are going to stop you and your evil queen.” The pegasus thought as she nodded.

“That is why her majesty, in her mercy, is elevating certain equines into her New Populace.” Nightshade continued. “She seeks nothing more than to create a cold, dark and very gentle world for all of us to thrive in.”

“Really?” The kindly mare could not help but doubt this claim but the thestral’s words sounded genuine. “How?”

“Nightbolt Dash brings the Long Winter to heel. Vanity creates wondrous works of culture. Spike guards against threats.” The steward listed off with an air of great respect. “In a sense, they still fight for the betterment of Equestria.”

“From a certain point of view.” Fluttershy added before biting into another apple.

“Which brings us to you, Fluttershy.” The thestral fixed her golden eyes on her. “I’ll be blunt. We, the thestrals, need your help.”

“Oh?” The pegasus arched an eyebrow.

“Yes. We’re… dying. Out, I mean.” Nightshade elaborated after downing her glass. “You’ve seen Umbrals like Knight? Not all of them are as civil as he. That’s the future that awaits most of us unless we raise a New Thestral.”

“Me?” The demur caretaker connected the dots but felt more curious than horrified. “But I’m not a bat-pony.”

“You were once.” The charcoal mare pointed out. “And based on what you did to those apples, part of you may still be.”

Fluttershy looked down at the small pile of stems and seeds. Her brief stint as a fruit vampire was a time she would rather forget but it kept surfacing from time to time. An aquired taste for apples of all types, a boost in strength and confidence that she could not otherwise explain and at times she could swear her teeth were sharper. Still, Sparkle had assured her that the bat, which she had put upon her albeit accidentally, was gone.

“That doesn’t mean it could happen again.” The former fruit vampire thought. “Weird magic made them from regular pegasi in the first place.”

“How would turning me into… one of you help?” The soft-spoken mare finally asked after some silent contemplation. “Why can’t you do it?”

“You would be the genesis of a new life that can live and thrive in this Benighted Equestria.” Nightshade said plainly. “As I said before, certain equines- and a dragon –are being elevated because they are the only ones that can be.”

“Oh, I see.” Fluttershy felt a pang of guilt for the suddenly somber thestral. “I’m sorry.”

“It’s not your fault.” The steward reassured her. “We are working on expanding that pool so, in time, Knight and I would join you. That’s the rub though; time is an issue.”

“Which is why you need my help.” The Bearer of Kindness slowly nodded in understanding.

“And not just us.” Nightshade said keenly. “That lumberwolf you encountered? There are countless creatures just like it; lost and confused just like the tantibi while trying to survive in a world in transition.”

“That is what I saw.” The yellow pegasus thought of the amalgamation and how it just wanted peace like most animals. “I had not considered the tantibus. It seemed so… alien but was I just looking at it the wrong way?”

“You can help all of us, Fluttershy.” The bat-mare reached across the table and placed her hand over hers. “I may not know you that well but I do know you were the heart of your circle of friends. That kindness is invaluable.”

“The girls…” The rose maned mare frowned. “No, I can’t turn my back on them.”

“Half of them have done that already.” Knight pointed out, earning a hushing glare from his counterpart.

That fact gave Fluttershy pause. She knew Rarity and Dash had been abducted but she did not know how or why they became ‘benighted’. The resistance assumed it was forced but then why would Nightshade bother with this little chat? Alternatively, it was speculated that they had been injured and the tantibus was the only means to save them as was thought the case with Princess Luna. Now the pegasus wondered if deals had been presented and struck with her friends. Rarity always wanted a sense of order and security and where she went, Spike would follow. Dash, for her part, may have been convinced that this was best for her friends or was offered a chance to rebuild her home of Cloudsdale or both.

“Had they really betrayed the Elements of Harmony?” The kindly mare thought unsurely. “If so, why would they try to bring Applejack and I along with them unless they thought it was best?”

“Dash thought Twilight was sending her to her doom.” The timid pegasus muttered to herself. “Does she think we’re better off with them?”

“You have been asked, no, demanded to make sacrifices for those unwilling to risk themselves.” Nightshade must have overheard her as she gently caressed her hand. “That may sound hypocritical of me so let me ask you this: what is it that you want, Fluttershy?”

“What do I want?” Fluttershy repeated the rather pointed question to herself. “How long has it been since I was asked that?”

“I just want my friends back.” She finally answered after some internal deliberation. “I want to be able to travel with them without jumping at every shadow. I want to chat over cider without battle plans, supply reports and ‘we must save Equestria’ dominating every conversation! I just want this to END!”

The demur pegasus slammed the table in an outburst of long simmering emotion. Both Nightshade and Knight flinched in response as the table nearly bent in two under her hooves. Fluttershy looked down at it and mumbled a quick apology.

“You want peace.” The steward surmised with a sympathetic nod. “Ultimately, so do we.”

“Peace. Yes, that would be nice.” The Bearer of Kindness took a long, deep breath and let it out in a heavy sigh. “What do I need to do?”

“Oh, thank you, Fluttershy!” The mood in the room changed as the thestrals visibly relaxed as if some tension had been released. “This is- oh, right. You just need to be presented to the Empress. She’ll do the rest.”

“Nightmare Moon.” Fluttershy trembled slightly but set her resolve to see this through. “I guess I don’t want to keep her waiting.”

Knight came around the table to help the yellow mare to her hooves. He loosed the binds around her fetlocks to allow her to trot of her own power but not much else. From there, they exited the guestroom and made their way through the quiet halls of Canterlot.

“Not quite what I was expecting.” The sweater clad pegasus mused as she looked over the refurbished decor. “I guess even they don’t want to live in ruins.”

The trip through Canterlot turned out to be short as they came to a set of heavy doors embossed with astrological symbols. Expected to be ushered into a throne room, Fluttershy was surprised to find a spacious longue of some sort. Drawn drapes allowed starlight to shine through a wide window. Lavish throw pillows were scattered across the floor along with warm candles and glowing jack-o-lanterns of all things.

“Is it Nightmare Night?” The timid mare wondered before the obvious answer came to her. “Well, I guess every night is now. Still prefer Hearth’s Warming.”

In the center of the room, stooped over an intricate design carved into the marble, was Empress Nightmare Moon herself. The Dark Alicorn muttered something under her breath as she inspected the glyphs until she nodded in satisfaction. The Usurper gracefully rose to her full height, easily surpassing Fluttershy’s stature. Nightshade knelt while Knight snapped a crisp salute and stood at attention. The Bearer of Kindness considered bowing her head to at least be courteous but some sense of defiance kept her head high. One of the bat-ponies hissed a warning at her but Moon dismissed it with a wave of her hand. The fallen Princess strode toward the caretaker with a bemused expression while the pegasus kept her eyes on hers. She doubted a Stare would help her here but she at least wanted to appear unafraid even as she felt a chill creep down her spine.

“Welcome to my domain, kindly Fluttershy.” Moon greeted as she gestured to nothing in particular. “I trust my dapifer made sure you were comfortable.”

“She did.” The yellow mare nodded. “She also explained why I am here. To join the Empire as a, uh, New Thestral.”

“And?” The midnight Alicorn asked although Fluttershy expected she just wanted her to say it.

“I will do it.” The rose-maned mare balled her hands into fists as she mustered up the nerve to continue. “But I am not doing it for you. I am doing this for me!”

“My, my~ Such a far cry from the timid pegasus jumping at every shadow in the Everfree.” The Empress rested her cheek against her hand as she regarded the resolute pony. “You will do well here. Knight, she won’t be needing those.”

Wordlessly, the Commander removed Fluttershy’s shackles and binds, allowing her to stretch her cramped wings. For a moment, she glanced at the window and the moonless sky beyond. The temptation to escape clashed with the reality of where she was and who was in the room with her. The Umbral stallion followed her line of sight and shook his head dissuasively.

“I wouldn’t get far.” She thought grimly. “Even if I get past all of them, I’m still in Canterlot.”

“Thank you.” The pale gold pegasus said softly as she looked back to the Empress. “So… does one of them have to bite me or…?”

“Ah-hahahaha! Nothing so trite, sweet Shy.” Moon cackled. “Just sit in the center of that circle.”

“Should we have her undress, your highness?” Knight asked as Fluttershy moved tentatively toward the middle of the room. “Given what has happened before…”

“It has become something of a tradition now.” The Empress shook her head. “Also, Nightshade seems to enjoy the spectacle.”

“Oh, yes I do.” The steward grinned shamelessly as she produced a pen and notepad and found an out of the way spot to observe.

“Oh, my. They’re going to watch?” Fluttershy blushed as she sat on her knees and waited. “I guess they have to.”

Seeing that the mare was prepared, Moon motioned for silence as she stood just outside the glyphs. Her long horn ignited in a cobalt aura as she peered beyond the veil of the waking world. The demur pegasus fidgeted nervously as the air around her began to shimmer with phantasmal images.

“Ah, we have a supplicant already.” The Empress smiled as she focused her baleful magic on a certain rune. “Fair warning, dear Fluttershy, few can gaze upon the Realm of Nightmares with waking eyes.”

The kindly caretaker remained staring straight ahead, determined to keep a brave face for as long as possible. She watched as the ethereal disturbances concentrated to a point in front of her like the surface of a churning lake. The very air suddenly buckled inward as something rammed against it from the other side. A second impact sent spider web cracks across the space, allowing a strange light to shine through. The Alicorn of the Moon focused her magic on the fissures with practiced ease and with a wave of her hand, tore a seam in the fabric of reality.

“Huh-nu-wuh-eep!” Fluttershy let out an inarticulate squeak as she tried and failed to comprehend what she was looking at.

Scenes of dread and terror filled the negative space while a horrendous noise of wailing and gnashing of teeth shook the room. Inchoate creatures chased, devoured and mutilated each other across the expanse, pausing only to glare at the intrusion with unformed eyes. One such apparition took a keener interest in the port of reality and brought itself forward. The petrified pegasus paled as something anathema to light crossed the threshold.

“No! Nonononono…” The yellow mare’s resolve failed and she curled up into a ball, shielding herself with her wings as she desperately willed the horror to leave.

There was a sharp clap followed by a heavy silence as Moon closed the fissure and let reality reassert itself. The room was calm and still save for the rapid breathing of Fluttershy and the muted scribbling of Nightshade. As the moments ticked on, the pegasus slowly peeked out from her shelter fully expecting to see the jaws of some abomination close around her. Returning her cautious stare was the starry silhouette of a rabbit, its head cocked to the side in curiosity.

“It’s…” Nightshade stopped her note-taking to gawk at the diminutive tantibus. “…adorable.”

“Shh~” Moon hushed gently.

“H-hi there.” Fluttershy’s voice was barely audible but the ethereal bunny heard her all the same as its ears twitched. “My n-name’s Fluttershy.”

The caretaker slowly extended a hand toward the tantibus which seemed to sniff the air in front of her. It suddenly recoiled skittishly, causing the pegasus to do the same. The night rabbit hunkered down as it shivered either from fear of some type of chill. Seeing the tiny thing in discomfort tugged at Fluttershy's heart, supplanting her terror with pity.

“It’s alone in an alien world that it’s not made to be in.” The Bearer of Kindness recalled the dream fiend that had possessed the lumberwolf. “In a way it’s just like any animal take out of its habitat.”

Keeping her posture as small as possible, Fluttershy reached out again but kept her hand low and palm up. The tantibus shied away but did not move as her fingers stopped just before it. It cautiously sniffed at her before slowly climbing on, its bulk overfilling her palm. The yellow mare gasped sharply as a preternatural cold numbed her arm up to her elbow but fought to urge to flinch less she startle the creature. Slowly, she guided the dreamy rabbit toward her and sat up on her knees. The tantibus made a happy trilling sound as Fluttershy carefully used her free hand to stroke its ethereal body and occasionally scratch its ears.

“You were just as scared as me.” She said softly as she smiled down on the bunny. “You must be freezing.”

Rolling up the excess slack of her sweater, the pegasus made a makeshift blanket for the tantibus. She then brought the bundled bunny to her chest where it snuggled between her pillow-like endowments. The kindly caretaker giggled as the rabbit let out a series of chirps and trills.

“They get that reaction a lot.” She said with a blush. “I try to-!”

Fluttershy’s voice seized in her throat as an icy cold stabbed into her chest. The night-hare lost form and definition as it melted into her embrace. The starry essence seeped through her clothes into her body, sending the same numbing chill throughout her frame. The mare doubled over hugging herself tightly, her eyes shrunk to pinpricks with her mouth wide in a silent scream.

“Cold! So dark and cold... What's happening… Why can't I...” The trembling mare thought as something long dormant stirred and asserted itself in her mind. “Hush now; quiet now. Rest your weary soul and let me assume control.”

The scream frozen in her throat came out as a shuddering moan. Her tongue felt swollen and crowded in her mouth and slithered out past teeth that lengthened and sharpened into fangs. Her ears became long and fluted with tapered tips topped with tuffs of fur. The yellow pegasus’s wings began to beat erratically, causing her to lurch forward and brace herself against the floor. The air became filled with a blizzard of downy yellow feathers as her spasming wings beat themselves bare. Hooked barbs emerged from her carpel joints as spindly fingers covered in a leathery membrane grew out of her wings. The mare’s hooves split into cloven talons while her hands curled into vicious claws that carved grooves into the marble. Her long mane became frayed and unkempt, hanging off her head and tail like a pall.

“And that’s how a thestral is made.” Nightshade smiled as the newest member of her ilk remained on the floor breathing heavily while an aura of eldritch power distorted the air around her. “You still in there, Fluttershy?”

“More~” A voice heavy with long denied impulses rasped as the transforming mare suddenly straightened up.

A sharp hiss emanated from the thestral as her already remolded body was further sculpted. Her leggings were reduced to shredded stockings that clung to the new supple flesh of her slender legs. Her pert rump and thighs, often overshadowed attributes of the busty pegasus, snapped her simple panties exposing her puffy nethers and the trio of pink bats that now formed her cutie mark. The plain sweater fared little better as it rode up past her limber arms and lithe belly. The fabric was stretched into a deep V-neck over her heaving bosom, several small rends offering a teasing peek of cleavage beneath. With a loud rip, the garment tore open sending a mangled brassier flying across the room and into Knight’s stunned face. Free of their restrictive prisons, Fluttershy’s infamously immense mammaries audibly bounced as they too filled out to the mare’s growing stature. A kiss of rose adorned the aching peaks of each colossal swell, standing stark against the silky ivory color of her once pale gold coat. As the ritual was complete, the statuesque beauty slumped forward in apparent exhaustion.

“Another exquisite success, it seems.” Moon smiled in satisfaction as she ordered a guard to fetch a robe for the mostly nude addition to her domain. “Can you hear me, Flut-!”

The empowered bat-pony’s head suddenly snapped up with glowing blood-crimson eyes staring out from behind a veil of cameo pink. The mare got to all fours in an almost feral stance with fangs bared in a predatory snarl. Knight's hand strayed toward a weapon.

*SCREEEE!!!*

Before anyone could react, the creature once known as Fluttershy let out a banshee like screech that shook the very room. With even the Dark Alicorn disoriented by the sonic shriek, the New Thestral shot toward the window with but a flap of her powerful wings. She crashed through the glass pane and vanished into the moonless night beyond, her hunting call echoing throughout an unsuspecting Canterlot.

“That wasn’t supposed to happen.” Nightshade said, a twinge of fear in her voice.