Lilith

"Ahh...that's it..."

The rest of the farm was empty; Applejack had seen to that. Her family was off visiting relatives in another town, at her insistence. If Lilith got a hold of them...

"Mppth!" The mixed feelings of arousal, horror, and shame at her arousal hit her again like a wave. Applejack had been dealing with these emotions pretty much throughout this whole adventure, and not very well. She wanted to protect her friends, naturally. She would do everything in her power to do so. So then why, why did she get these dark thoughts?

"Just a little more..."

"Oh, somepony's enjoying herself."

Applejack looked up from the hoof on her nethers, hearing a sultry, yet familiar voice. There's no way it could be... "Twi?" she inquired, trying to see into the shadows.

"Oh, not exactly." what walked out of those shadows was assuredly not Twilight Sparkle. The shape was right, to be sure, but there were several additions. Horns, and those wings...she almost looked like Lilith did.

"What happened to you, Twi?" Applejack asked, her heart pounding as she took in this vision. The raw seductive aura, the power of dominance, the knowledge this was once her friend...her hoof stroked down, slick from new arousal, only to be held back. A rope had formed, pulling up on her hoof.

"Let's start with the basics. My name is Midnight. What happened to me is I was reborn." she glanced down at the rope with a smirk. "It's granted me a whole new perspective." she sauntered over to Applejack, still smirking. "I thought I had been sensing something from you, and now I know for sure."

"I don't know what you're on about, Twilight, but I refuse to believe yer that lost." Applejack said defiantly, looking up at the pony before her. "You helped us back when Discord was messing with our heads, helped us to remember true friendship. You can fight Lilith, if you just remember!"

"You're lying, Applejack." Midnight said cooly, the rope lifting up her hoof slowly. "Though I suppose being Honesty, it's hard for you to tell that half-truth is such a falsehood. " her tail reached out to stroke the farmpony's cheek, and Midnight laughed. "You don't even admit it to yourself, do you?"

"What's that supposed to be?" Applejack asked, somewhat mollified by Midnight's response. If Twilight really had been changed by that succupony, then maybe she was picking up on those brief, forbidden thoughts. The thoughts that gave her a thrill when she allowed herself to dwell on the knowledge that this was Twilight, twisted by Lilith into something dark...powerful...

"Mmm, there it is again." Midnight purred, as several more ropes sprouted from the ground, binding Applejack. "Oh, this magic is too fun. I have a bit of a game for you..."

Another pony came out of the shadows, and this one was unmistakable. Her coat and mane had darkened slightly, but there was no doubt about it. "Fluttershy!"

"Yes, poor weak, defenseless Fluttershy." Midnight said, as she went over to the pegasus. Her tail stroking over Fluttershy's wings, down her back, eliciting a soft moan from the mare. "Mistress Lilith easily took her...perhaps a bit too easily, I thought." she glanced back over her shoulder at Applejack, who now had ropes criss-crossing her body and binding her hooves together. "So I decided to give her a second chance. If you can come and claim her, I'll restore her. I hope you don't mind if we have a little fun in the meantime." she finished, as she pressed Fluttershy to the ground.

Applejack pulled at the ropes, straining to get to her friend. Fluttershy was right there! If she could break free of her bindings, she'd be able to save one of her friends, and perhaps then they'd have a chance. "I'm coming, Flutters..." she called out, watching the scene unfold before her. Twi-Midnight was atop Fluttershy, licking her neck as that long tail caressed her body, moving down. In total control and enjoying every moment as she took Fluttershy for herself. If only Applejack could break these ropes...

"You still haven't figured it out yet?" Midnight asked, lifting her head from Fluttershy's neck and glancing back. "Those ropes, the only thing holding you back...that's you. Your own desires made manifest." At Applejacks look of shock and confusion, she grinned. "You're so strong, and you fight so fiercely, and yet deep down, there's a dark desire..." Midnight licked her lips, pulling Fluttershy to her. "You fantasize about some dark force stronger than you...being utterly overpowered. You're ashamed of it." she nipped at Fluttershy's ear. "So you repress it, but you make the situation worse. With each of your friends you fail to protect, you ask why you're so turned on." Giving the yellow mare a kiss, Midnight slid a hoof over Fluttershy's lower region.

Applejack could only hang her head in shame as Midnight cut right through her. She was getting aroused by her friends being captured, taken in by this dark seductive force. "You're right. I have been trying to hide who I am...but I don't want my friends to be hurt because of it."

Midnight nodded, a sly smile crossing her face. "You don't have to hide those feelings anymore...you can let them be free. All you have to do is be honest with me and with yourself." she said, stroking her captive and watching Applejack expectantly.

"Alright. Guess it's long past due, then." Applejack decided, steeling herself up. No more dancing around how she felt, and letting her friends take the fall for it. "What I really want is to be taken by somepony so strong, I never stood a chance...to feel that utter helplessness..." she trailed off, but Midnight was there in a moment, holding her chin in her cloven hoof, forcing Applejack's eyes up to her own, glowing ones.

"It feels good to admit that, doesn't it? You love that feeling of being weak, don't you?" she prodded, and Applejack nodded dumbly, prompting a grin from the succupony. "You were jealous of me and the others. You wanted to join them in Lilith's service, right?" Another nod, and a wider grin. The rope bound Applejack tighter, and she felt a light touch on her nethers. She couldn't look down to see, but she knew somehow it was Midnight's tail, brushing against her. "Well, I am your Mistress now..."

"Y-yes, Mistress." Applejack said. It was almost automatic, but it felt so right...more so when that tail pushed into her. Applejack gave a soft moan, still held by that entrancing gaze. Midnight was utterly dominating her, mind and body, and she was loving it.

"You don't want us to possess your friends...but it thrills you you're too weak to stop it..." Midnight purred, "Doesn't it?"

"I-it does...I can't stand how good it feels to watch you snatch them away." Applejack was rewarded for her admission, as the tail twisted and turned inside of her, building on the job she had started earlier.

Midnight pressed onto Applejacks body, as if further impressing her dominance over the mare. "You know I'm about to steal away your will, make you my obedient minion...my helpless slave...do you want me to stop?" she whispered in Applejacks ear, biting down on the tip.

"...n-no! Do it! Make me yours, Mistress Midnight!" Applejack finally cried out, in shame and lust, and Midnight pressed their lips together in a deep kiss.

"Don't worry, Applejack. I'm about to make all of your dark dreams reality..." Midnight cooed after a moment, as she pushed her tail in deeper with a hard thrust. Applejack arced her back as she came, the three apples on her flank fading away and being replaced with the same circle Midnight bore; the mark would appear briefly on Midnight before vanishing once more.

"...mm, delicious...thank you for being my first meal..." Midnight said, withdrawing her tail and picking up the spent mare. The ropes rearranged into a makeshift harness. "And an excellent test subject...shall we rejoin our friends?" she chuckled as she vanished with her new minion.