Luna moved down the hallways of Canterlot, on edge. The wards were in place, of course, as they always were. Nopony could teleport in here, not even Lilith, so the Princesses (At least, two of them) were safe, as well as the guard. She’d have to send a note to Cadence to ensure that the wards of the Crystal Empire were in place. She didn’t expect Lilith to expand there until she had Ponyville wrapped around her hoof, but one could never be too careful.

How had Lilith done it? To take Luna in her realm, in a dream, while she slept in Canterlot? Evidently, the succupony was stronger than she had given her credit for. Hopefully it wasn’t too late to save Twilight…judging by the skill Lilith had shown in the dream, she hadn’t lost her edge. Luna found her mind slipping back to that dream, how real Lilith had felt against her.
Voices snapped her out of her trance; she had passed in front of the throne room doors, which were tightly closed. She pressed her ear against the door, wondering why she felt she had to sneak around in the castle rather than be a part of this discussion

“Oh, I quite agree.” Celestia’s agent must have arrived, and the two of them were discussing strategy. Such a clever mare this one was. “We must be quite careful. I’ll signal them right away! The sooner the Elements are safe, the better!” There was a rattling of hooves, and the back door opened. Luna moved away as the grand doors opened as well.

“Sister, what are you doing up so late?” Luna asked, entering the throne room. Celestia smiled at Luna.

“Just preparing. Time is not our ally in this, Luna. The Elements of Harmony will be arriving here soon, could you ensure they are taken care of and briefed on the situation?”

Luna could always tell when her sister was hiding something from her, and this time, she could guess what Celestia wasn’t saying. She wanted her to stay in Canterlot. She knew that Luna had been targeted by Lilith, and feared her sister would fall to the succupony’s wiles.

“Very well.” was all the Princess of the Moon said, bowing her head slightly. “I will see to it personally.” She touched her necklace, well aware of the mark that it hid. She would not be so weak.

~

A beacon of light cut across Ponyville, a brilliant star shining in the sky from Canterlot. Pinkie Pie jumped out of bed instantly, landing on the first floor. “Oh boy! We’re being called to Canterlot! I wonder if it’s some icky monster, or crazy pony, or maybe Twi just wants to throw us a huge party!” she was out the door, still running through the possibilities out loud.
At Sweet Apple Acres, Applejack cantered out of the house. “Wha’ could be so important that it could wait until morning?” she wondered, yawning loudly. Winona came up to her, hat in her teeth. “Well, I guess I better get up there and find out, eh?” she asked, tipping it up to her head.

Above her, a rainbow streaked by, heading for the regal castle. Rainbow Dash had seen the star the moment it appeared, and had headed towards Canterlot without a moments delay. If her friends needed her help, she would be there in no time at all.

On the edge of Everfree Forest, another set of eyes noticed the star. “Quick as ever, Princess.” Lilith whispered, eyes glowing a soft red. The windows of the cottage before her blacked out, and her tail wrapped around the handle, pulling the door open silently. She stepped into Fluttershy’s home, closing the door behind her. Her hoofsteps were as silent as if she were walking on wool instead of hard wood, and she stopped before the yellow ponies bed. “Oh, Fluttershy…” she said, her tail stroking the mares face soothingly. Fluttershy turned in her sleep, and Lilith pressed her lips to the mares, kissing her deeply.

Her eyes opened slowly, to see a strange pony standing over her…kissing her. Normally, such a sight would bring Fluttershy panic, but for some odd reason, she couldn’t even think to worry. Perhaps she was still asleep, and this was a mere dream. It was a nice dream, though, a warm one. The horned pony licked her lips as the kiss parted, her eyes glowing an inviting red.
“Fluttershy.” She said, her voice dripping with unbridled lust, “Accept my gift, my love.” With that, she pressed herself against Fluttershy again, warmth radiating from her as she pulled Fluttershy into another kiss. Fluttershy kissed her back deeply, her mind still a haze. Who was this pony and how did she know her name? She didn’t care, all she wanted was for this kiss to go on forever.

The new mare climbed on top of her without breaking the kiss, her warm body covering Fluttershy’s and making her whole body alight with arousal. Her breath was heavy as the mares tail traced over her body, sending little sparks of pleasure through her. By this point, Fluttershy was kissing her back, not shyly at all, but lovingly.

The mare smiled down at her, eyes still shimmering red as her tail found her warm, moist lower lips, slipping inside effortlessly. Slowly, but with increasing force, she began to pump the tail in and out of her. With each movement, a little squeak escaped the prone mare, her body filling up with more pleasure than she had ever known. “A-ah, please…” she gasped, between kisses, and the pony only smiled wider, her eyes having an almost hungry look as she pushed in deeper, that tail seeming to fill Fluttershy.

“Yes…” the strange pony whispered “Embrace the feelings of lust. Let them consume you.” The heat mounted inside of Fluttershy, building upon itself until her whole body was trembling. Just when Fluttershy felt like she might burst, the pony lifted herself slightly, leaving Fluttershy panting for breath. The strange mare moved her head to the side, whispering in Fluttershy’s ear.

“You may cum, and in so doing, become mine…”

In one smooth motion, the pony dropped unto her again, her tail pushing in powerfully. Fluttershy gasped out, the breath turning into a low moan as her body shook with pleasure. That tail kept pushing inside her, deeper and deeper, pulling more pleasure from Fluttershys core until it consumed her, flowing freely with her fluids. Her cutie mark faded slowly, replaced with a familiar magical circle, and the mare above her let out a short, lustful laugh as the mark appeared on her own flank, only to be absorbed a moment later.

She fell back on the bed, spent, her eyes glowing a soft red. Her Mistress’s face appeared above her. “Time to come home, my servant.” She whispered, a magical glow filling the room. The exhausted Pegasus looked up at her, her expression filled with desire and submission for her new owner. The pony smiled almost lovingly, her tail stroking her cheek and leaving a faint line of her own sexual juice as the room faded from view.

Some time later, Lilith walked through the room filled with red lines once more, smiling as she approached the wall. Three butterflies now sat upon it, red and purple lines wrapping around them, fused with the cutie mark. She put her hoof against it, feeling its presence. This was the way it was supposed to be. Fluttershy’s essence belonged to her…nay, was a part of her now. Evidently, whatever force had kept her from claiming Twilight fully didn’t extend to her friends. No, it was clear she would have no trouble bringing other ponies into the fold. With their essences feeding hers, she would be able to take Twilight's.

Indeed, as she turned to look at the other mark, she could see that a few of the red and purple tendrils had found purchase on the sixpointed star “Four more, and two Incarnations, to go.” She said, her eyes glimmering. “Then no one can stop the return of the Succuponies…”

Author's Note

I swear, someone will get after me for how I spelled Candence's name. So yay, another chapter. This is actually moving quicker than I expected. There will be a bit more talking after this, but hopefully I can lay out the exposition without revealing it as such. I'd also like to get some more involved sex scenes; you can already see the problem I run into not wanting to repeat myself.