Lilith hummed happily as both her forehooves were licked at once. On her right, Midnight was licking her eagerly, the blackness coming from the circle on her flank having spread farther, starting to cover her belly now. Lilith rubbed her head briefly, grinning as she felt how strong a hold her energy had on the Alicorn already, before allowing her to go back to her work.

On her left hoof was her newest servant, the one she had dubbed Shadow Dancer, and her given name Shade. While her pelt had darkened, and red streaks had formed in her hair, she wasn’t showing the spread of black that Midnight was. No, Lilith intended to keep this one close to home, and so she didn’t need to change her as much. Shade would serve her almost as a little pet.

She looked up, smiling. “The Princesses are trying to hide the other elements from me. They think to seal me away again…but they will not succeed, will they?” she asked slyly, looking down.

“No, Mistress.” Both her little servants replied in unison. Midnight took it a bit further. “They will soon embrace You as we have.”

Lilith nodded at Midnight. She knew she had picked the right one for the task at hand. “So they will…” she said. “With your help, even Celestia will kiss my hooves…”

~

“What in tarnation is going on?” Applejack asked, looking around the room. Pinkie and Rainbow Dash were here, but all the others were missing. Didn’t they see the signal? It certainly was hard to miss, she thought her rooster would start crowing any moment. Rainbow Dash seemed on edge as well, and Pinkie was…well, she was being Pinkie Pie.
The grand doors opened, and Princess Luna walked out, followed by…

“Rarity?” Applejack asked, getting a good look at her friend. The unicorn seemed…different. She had an air of seriousness about her, and almost seemed to shine with a strange magic.

“Applejack, Pinkie, Rainbow.” Rarity said, nodding at each of them in turn. She looked around the room, seeming concerned. “Did none of you see Fluttershy on your way in?” she asked. The three gathered ponies shook their heads. Rarity looked back at Luna. “Oh dear…you don’t think…”

Luna set a hoof on Rarity’s shoulder, hanging her head. “I fear so. Events will continue to unfold quickly. Please, come into the throne room.” She nodded for the ponies to follow her. The throne room was changed; as Luna sat upon it, the Night Guard flanked the throne, rather than the Royal Guard. Banners of the Moon hung, rather than Celestias banner, and even the throne itself was of a more Lunar design.

“I’ve called you here to discuss the return of a grave threat. A powerful pony named Lilith.”

“What is she, another dark, evil pony? We’ll take care of her like we took care of Discord!” Rainbow punched the air once. “The Changelings!” another punch “And that nasty King Sombra!” she finished it with an uppercut, grinning.

“I’m afraid that won’t be enough in this case, Rainbow Dash.” Rarity said from next to the Princess. “Lilith isn’t the kind of pony you can fight. She’s deceptive and charming, and anypony who gets close risks falling to her wiles.” She sighed heavily.

Applejack approached her friend curiously. Rarity had a flair for the dramatic, but she had never seen her this distraught. “You sound like you know this here Lilith pony quite well.” She remarked carefully.

Rarity nodded once, determined. “I do. I come from a line of ponies who opposed her, and that knowledge was passed down, in preparation for the day she would return. Lilith is the last of the succuponies, a race of ponies who feed on lust and sexual desire.”

Pinkie Pie snorted from nearby. “Ha ha, you said sex!” she giggled, covering her mouth. “You mean when ponies feel all warm and tingly, she gobbles up those happy feelings?”

“In a matter of speaking, Pinkie.” Rarity said with a little smile of her own. “But it goes deeper than that. Her goal is to see everypony reduced to her lustful servants, and she has the means to do it. I’m afraid she may have already captured Twilight Sparkle and…” she paused for a moment, almost as if she didn’t want to say it. “Fluttershy. Obviously, we can’t take her lightly.”

“You saying that she’s got Twilight and Fluttershy locked up somewhere…and is making them...?” Applejack covered her mouth, her cheeks flushing. That was a mighty powerful image to be thinking of, though she didn’t like the idea of her friends being forced to do such things against their will.

“Not in the way you might think. Lilith enchants ponies, makes their desires stronger until they become lost in pleasure.” Rarity looked right at Applejack. “And we’re going to have to control our very thoughts if we’re going to save them.”
Applejack looked down, ashamed. Rarity was right, her friends were in trouble, and here she was thinking about them getting it on. She was better than this.

Rarity smiled encouragingly at her, as if hearing her thoughts, and went on. “Of course, there’s more. We need to stop using our real names.”

“Hang on a sec, what do our names have to do with this? Are you saying there may be spies? Ponies who would turn us over to her?” Rainbow folded her forelegs, as if she couldn’t believe that.

“No, Rainbow.” Luna said, her mane flowing as she stood. “Lilith possesses ancient magic. With this magic, and your name, she can influence your thoughts, your actions. The magic can’t make you do things against your will, but it will make it easier to subvert it, playing right into Liliths hooves.”

“In that vein, I must confess, I haven’t been completely truthful.” Rarity interjected “My true name isn’t Rarity; my family conceals our true names from birth, using given names, just in case.” She chuckled a bit, tossing her mane. “Of course I can’t tell you my true name yet, but once Lilith is dealt with, I can finally reveal it, and trust me, you will love it.”

“In the meantime.” Luna continued, stepping forward. “You’ll have to use given names, as well. Pinkie Pie, you will be known as Surprise. Rainbow Dash will be Firefly, and Applejack will be Gala.” She nodded at each of them in turn.

“What about you, Princess?” Rainbow Dash asked, head tilted in confusion. “Are you going to use another name?”

“No, Firefly.” Luna responded with a gentle smile. “Princess Luna is a title I was given…many, many years ago, just as Celestia was given hers. These names will not shield you against Lilith, but they will give you an extra chance against her magic, and that just might make all the difference.”

“If we’re done here, Luna?” Rarity looked up at her. “I think we should proceed to Fluttershy’s cottage with great haste. If we’re lucky, she’s just asleep and so missed the signal.”

Luna nodded at her. “Very well. You know what name to give her if you find her. I suggest you go by Twilight’s once you’re done. Spike can help you communicate with Celestia, and the library has its own magical wards. Good luck, all of you. I shall retire for the day, but I look forward to hearing of your progress tomorrow evening.”

The gathered ponies nodded, and Rarity led them out of the throne room. Luna turned, a heavy sigh slipping past her lips. The sun was rising once more, the throne room returning to Celestial configuration. Two ponies down already…she had hoped Lilith would be weak from her slumber, but that appeared to be not the case.

“They won’t give up hope in their friends.” Luna assured herself as she reached her bed, laying down on it. The elements had pulled through before, she just had to have faith in them…

As soon as she closed her eyes, she felt herself being pulled into another dream. This time, she appeared in Liliths castle at once, in a bedroom. Lilith herself was laying on the bed, atop a set of lush red silk sheets.

“Hello, Luna. Are you here to submit to me? Or did you want to wait for the other elements?” Liliths eyes sparkled “Rainbow Dash, Applejack, Pinkie Pie, and Rarity, right?” the succupony licked her lips.

Luna braced herself, face set. So, she already had Fluttershy, too…and the names of the others. This was going to be a difficult struggle, but she would be triumphant in the end. The alternative was giving Equestria to Lilith, and that wouldn’t do.

No matter how appealing the idea of kneeling to Lilith and offering her everything she was seemed to be.

Author's Note

Exposition time! So, it looks like Liliths return was prepared for, but is it enough?

Personally, I highly doubt it.