“Oh, Applejack, help us…” the cry came from the shadows, and Applejack ran towards the sound.

“Ah’m coming, girls! Don’t you worry, I’ll get you out of there!” she rounded the corner, coming face to face with a pair of glowing red eyes. A seductive, echoing voice spoke

“You are too late, Applejack. They are feeling the pleasure of serving me…and I can see how much that excites you.”

“No-no! Not at all. I’ll-“ the shadows parted, and Applejack could see Lilith, holding several long ropes. At the end of each of them was one of her friends. Applejack took a step back, shuddering. So powerless…

“You don’t want to save them. You want to watch them fall, one by one, into my hooves.” Lilith’s voice still echoed as she spoke, a smile on her face. “You know it in your heart, that I am more powerful, more cunning, and you yearn to offer yourself. Come to me Applejack…darling…Applejack…”

“Applejack!”

“No! Wh-wha?” Applejack sat straight up, almost hitting Rarity in the face. “Oh, it’s you, Rarity. Ah’m sorry, I was jus’ having a bad dream…” Applejack shook herself quickly, putting those images out of her mind.

Rarity smiled slightly. “Don’t worry. We’re all worried, and I’m sure it’s creeping into our dreams, as well. Come along, the Princesses have arrived.”

A few minutes later, her mane combed and hat donned, Applejack joined Rarity in the main room, where Celestia and Luna were sitting with Rarity and Spike.

“Are you feeling better?” Celestia asked, concerned. Applejack nodded, and Celestia smiled. “Good. Rarity has some news that may help to lighten your heart.”

Rarity cleared her throat, stepping forward. “You’ll remember, Applejack, when we were fighting with Lilith…” And losin’ Applejack couldn’t help but think to herself. “That me and Cadence utilized a spell. Based on Lilith’s…rather strong reaction to it, I believe we stumbled upon the very thing we’re looking for.”

“Lilith’s magic is not like ours.” Luna explained, looking around the room. “As such, she has some resistance to normal magic. Even the Elements of Harmony couldn’t fully defeat her, or the Succuponies. That’s why…” Luna hesitated, and after a moment of looking to her sister, Celestia picked up.

“The unicorn scholars of the time, including some of Rarity’s ancestors…” Celestia gave a nod to the unicorn. “…discovered ancient, primal magic, much more like Lilith’s. In time, we learned that it held the key to defeating Lilith, and we used one of those spells to seal her in the book Twilight found.”

Rarity nodded in assent, “While most of those spells were lost, few have been handed down through both the Princesses, and my own, noble bloodline. Cadence believed she’d found the sealing spell, and with the way Lilith reacted to the part of it we completed, I am now nearly certain she’s correct.”

“So, does this mean that we can finally stop Lilith?” Applejack asked, her tone hopeful for the first time. “We can git our friends back?”

Luna nodded, a slight smile to her face. “I believe so. Lilith’s magic binds them to her, but once that magic is broken, they’re restored.” She looked at Celestia, who responded with a warm smile of her own. “They become whole again.”

“Then what are we waitin’ for?!” Applejack exclaimed, “We’ve gotta finish that spell, and send that no-good succupony packing!”

Luna let out a heavy sigh, turning back to the others. “It’s still a dangerous operation. The spell takes time to complete, and during that time, the casters are vulnerable to Lilith’s power. Cadence has gone to see if she can glean any more knowledge from the tomes in my library.”

As if on cue, the door opened, and Cadence stumbled in, panting and shaking. Her eyes widened as she saw the collected ponies, then she collapsed to a heap.

“Cadence!” Celestia said, the ponies rushing to her side. Luna lifted her up, and Cadence looked at her. “Luna…I’m sorry. I didn’t…I couldn't stop it...” her breath escaped in a sigh, her eyes closing.

“What happened?” Rarity asked, looking to the Princesses. Applejack just stared down at Cadence, her nostrils flaring. She knew that smell, the smell that had been haunting her dreams and fantasies for days now.

“Lilith.” She whispered.

Author's Note

That's right. Part 1.

http://youtu.be/w7KFfbjg3Iw?t=46s