“What is this place?” Midnight asked, following behind Lilith.

Lilith smiled, looking around at the ruined stone walls. “An old temple.” She replied, her tail tracing over the features of a nearby statue. She could almost hear the cries of pleasure, smell the scent of arousal on the air. “Once, the center of a great kingdom, before Celestia took it away from me.” She growled lowly. She would see to it that Canterlot became her new seat of power, that the gleaming castle would be twisted into a new Succupony Temple. That was all in the future, though. A future that Lilith was setting into motion right now.

The two followed the winding halls for several minutes, before finally stopping before an ornate door. “Good, it’s still in place.” Lilith cooed, her tail slipping into the hole between a carved pony’s legs. A great rumbling sound followed, and the door swung open. Lilith entered, Midnight close on her hooves. As soon as both were inside, the door shut, flames coming to life around the room. In the center of the room was a magical circle, and it was here that Lilith led her follower.

Midnight looked around, confused but clearly interested in her surroundings. The feel of magic was heavy here, and she turned to Lilith as the succupony took her place next to her. “What are we doing here?” she asked curiously.

Lilith didn’t respond at first, her eyes closed as she focused. The magical circle hummed to life around them, magic tracing around it. “It’s time, my dear Midnight, to advance my plans.” Lilith said, her eyes opening, glowing with magic. The energy in the air responded, and in a flash of light, the two were gone.

They reappeared in another magical circle, in what seemed to be a cave. The floor dropped off several feet away, and when Midnight glanced down, she could see flickering flames in the depths.

“Come, Midnight.” Lilith said, stepping off the circle lightly and headed for the exit. Midnight followed, and when they passed out of the cave, they entered a massive underground area. The flames were much clearer here, dancing up along the walls, and soft, low moans could be heard. A few ponies approached, ponies who were a bright red, with horns, wings, and a tail like Lilith.
“Queen Lilith…” the lead one said in a low purr. “How good to see you. We’d heard you’d been freed.”

“That’s right, my dear daughters.” Lilith replied, smiling at them one by one. “After waiting so long, we will soon be free at last. We will have our revenge on Celestia, and reclaim our kingdom. To that end…” she nodded at Midnight, who stepped forward. “I have brought this one for the final rite.”

The succuponies giggled softly as they circled around Midnight; just being around them, she felt a strong arousal growing within her. “Yes, we like her.” One said, a cloven hoof running over her body. “Come, come. We have much to show you.”

Midnight was pulled along by the succuponies into a nearby cave, with Lilith close behind. They pushed Midnight back unto a stone slab engraved with runes, the lead one standing over her, eyes burning red. A moment later, the two were entangled in a deep kiss, the succupony then trailing her kisses down Midnights cheek and neck. Others were kissing her hooves, her stomach, her sides, leaving little spots of heat all over her body.

“Sink into the pleasure, Midnight.” Lilith whispered into her ear. “Let them show you how strong the flames of lust can be.”

Midnight moaned softly, the succuponies stroking and licking and kissing. Lilith smiled, moving closer. “Offer yourself to me.” She said, her tounge lapping over Midnights already dripping lower lips. She kissed deeply, tounge snaking in as a succupony positioned herself over Midnights mouth. Midnight wasted no time in partaking of the offering, kissing and licking.

As she twisted and moaned, the runes alit with magic, energy thick in the air. Several black tails wrapped around her as the scene of passion played out, embracing her tightly as she moaned. She could feel the heat of the moment coursing through her body, and she embraced it. Slowly, a set of black horns curled up around her head.

Lilith paused, looking up with a smile. “Goooood…” she purred, licking her lips. “Just a little bit more.” She plunged right back in, her lips sealing around Midnight’s mound, her touge reaching deeper than before. Her tail tangled with Midnights new thin, leathery one, as red coloration spread up from her mouth. Soon, her follower’s body was a rich red, save for black cloven hooves and black, batlike wings pressed to her side. Lilith licked deeper, harder, as Midnights back arched.

All the succuponies came at once, along with Midnight, the energy reaching a peak. Midnight let out a long moan, eyes glowing red. As the afterglow faded, her eyes settled down to a simple crimson, dark purple rushing over her coat. The succuponies withdrew, and Lilith stepped back, allowing Midnight to rise to her hooves, new tail waving behind her.

“Midnight…” Lilith whispered, her tail stroking her cheek. She was feeling a little weak, no doubt an effect of the ritual; she had granted her faithful servant a certain amount of power that she once held, after all.

Midnight reached her tail out as if she had been born with it, running it over Liliths side tenderly. “Thank you, for this great gift.”
Lilith smiled down at the newly reborn succupony. “I hope you will use it to great effect.”

Author's Note

Also known as the Diablo Ex Machina chapter.