“A gift! How exciting!” Pinkie Pie said, as Rainbow Dash, or Firefly, or Sapphire stepped to the side, allowing a new mare to step into view. “What is-ohhh wow, look at you!” she exclaimed.

Fluttershy smiled, lowering her head a bit. “You really like it?” she asked; her mane and tail were streaked with red, and her pelt had become a much darker yellow. “Mistress Lilith said to call me Shade…”

“Shade? That’s kind of a funny name.” Pinkie Pie said with a laugh, though this one was much more nervous. Two of her friends all messed up by that succupony? She already knew that, of course, but seeing them here made her all kinds of worried. Would it be Twilight popping out next?

“The gift Mistress Lilith gave us is the gift of true pleasure.” Rainbow explained, as she joined Fluttershy. “And you can see what a great gift it is. Shade used to be so shy, so uncertain. Well…she still kind of is, but isn’t it so much…hotter now?”

Fluttershy took a couple of steps forward, raising her eyes slightly. “Pinkie…I feel so warm…” she said softly, her breathing growing heavily. “P-please, let me share some of my pleasure with you. It will feel so, so good…” she licked her lips, just inches from Pinkie. Pinkie had to admit, the sight sent warmth across her cheeks and down between her hind legs. In one swift, surprising moment, Fluttershy had closed the distance between the two of them, kissing Pinkie deeply. This time, she had a hard time finding a reason to break the kiss.

“Mmm…” the pair of them said as they shared the kiss, Pinkie’s growing more wild, so much that Fluttershy was having a hard time keeping up. Fortunately, it seemed they had planned for that, and Fluttershy drew back, only to be replaced by Rainbow, who was much more energetic. She pinned Pinkie to the floor eagerly, her tongue slipping into the sweet ponies mouth.

“Oh, Rainbow…” Pinkie panted, between kisses. “I don’t…”

Rainbow laughed and kissed her again, shaking her head. “Don’t even think about it, Pinkie. Just enjoy it! We’re both here to make you feel very, very good.” Satisfied, Rainbow resumed her oral attack on Pinkie Pie, their tongues tangling.

Pinkie Pie was feeling pretty great, but not so much that she forgot what was going on here. Her friends were just in the other room. If she could find some way to get their attention, then

She laughed as she felt a light brush on her hoof; Fluttershy had nosed it gently to the side, and it tickled! What was her formerly shy friend up to? She nosed the other pink hoof to the other side, and before Pinkie could think that much about it, Rainbow kissed her even harder.

It was clear in a moment what Fluttershy was planning, as her hoof stroked over Pinkies honeypot gently. Pinkie had felt pleasure before, of course, but somehow, this felt even better! Fluttershy kept stroking up and down, and around, as Rainbows tongue explored Pinkies mouth. The blue mare pressed herself against the pink even harder, their bodies rubbing as the kissing intensified.

“Well, now, isn’t this cute.” A tail brushed through Pinkies wild mane. Her eyes widened as she caught a glimpse of a black pony standing over her, smirking.

“mmmpmmthhhh…” was all she could manage, not entirely willing to break the kiss with Rainbow Dash.

Lilith chuckled softly as she walked over to Fluttershy, who was quite intent on her task; Pinkie was already showing her arousal quite clearly. “Can you feel the love your friends have for you, Pinkie? They just want you to feel the same things they feel.”

Pinkie didn’t even try a witty retort this time; just a muffled moan. Rainbow was stroking her body in all the right places and Fluttersh…no, Shade, Shade’s touch sent jolts of pleasure up her body. Shade and Sapphire really were sharing such an amazing gift with her.

Lilith watched for several minutes as the two ponies pleasured their friend. As the moment went on, Pinkies body relaxed as she started to lose herself to the pleasure. Her cheeks were flushed, and Shades hoof was starting to come away quite wet. Lilith put a hoof on her shoulder, and Shade pulled away, replaced by Lilith. Shade took her spot at Pinkies hooves, licking them tenderly and lovingly as Liliths tail traced around Pinkies entrance.

“I think it’s time, Pinkie.” She whispered. “Just relax and let the pleasure carry you…I promise you’ll love it.” Her tail plunged in, working in and out rapidly. Pinkies eyes rolled up in her head as the pleasure she was experiencing grew that much more intense.
Sapphire held Pinkies head in her hooves as they kissed, the pink mare loving every moment.

Lilith’s tail pushed in deeper as Pinkie’s pleasure reached a crescendo, her eyes glowing red as Pinkie’s mark was replaced with her own. All four mares panted heavily with the shared experience of the orgasm, and Lilith leaned back, closing her eyes. With Pinkie Pie’s…rather energetic essence, she now possessed four of Celestia’s prized Elements. She was so close to victory, she could-

She was blasted backwards by twin beams of magic.

“Get away from my friends, you…you…tramp!” Rarity shouted, a second ray of burning energy shooting from her horn. A magical circle appeared under Lilith, and in a moment, she was behind Rarity and Cadance.

“What’s wrong? Are you that eager for your turn?” she asked, tracing a tail over Rarity’s ear. She…was bucked across the room by Applejack.

“Don’t you lay a hoof on her!” the farmmare shouted, her cheeks flushed with anger. Cadance’s horn glowed pink, a shimmering pink dome surrounding the three of them.

“Tut, tut. I’m not quite ready for you, Princess.” Lilith said, as Sapphire and Shade brought the exhausted pink mare to her side. “But I will have you soon enough. Oh, the delightful things I will have you do…” she shivered pleasantly.

“That will never happen.” Rarity said firmly, her horn glowing. “I’m taking back my friends, now. Cadance, the array!”

The Alicorn and the Unicorn shot narrow beams of magic at the ground, tracing a magical circle. Lilith’s playful expression faded in a moment.

“You can’t use that magic, hunter. You’re not strong enough, not even with an Alicorn helping. Especially when I do this.” Her eyes flashed a deep red, a circle appearing beneath her feet. A burst of red energy spread across the room. When it reached the barrier, it faded somewhat, but it was still strong enough to bring the mares to their knees, panting with a sudden, strong arousal.

Lilith chuckled. “That’s just a taste of what I can do, my dears. I’d love to stay and show you more, but my student needs me.” With another flash of magic, she and her converts were gone.

“Don’t you…damn!” Applejack said, reaching them too late. She stomped her hoof on the ground, looking back at the others. “Now what, Rarity? We can’t stop her from taking our friends. Nothing we do has worked.”

“Now?” Rarity said, her tone surprisingly light. “Now we just might have a chance.”

Author's Note

I'm not 100% satisfied with this Chapter, but I expected to have a lot of trouble with Pinkie, so...
As if I would let Lilith drop off the first page of the group!