Luna faced down Lilith, her mind racing. Lilith had already proven herself capable of manipulating even her own dreams, so she didn’t have the home field on this battle. Still, if Lilith were here, teasing her, she wasn’t out ensnaring the others. Time to step into the shoes of a Princess.

“I’m here to put an end to this game, Lilith.” Luna said firmly, looking right at her…neck. She wasn’t going to fall for the eye trick again. “I sealed you away once, and I’ll do so again.”

“Ahh, what’s wrong, Princess? Shy? Can’t look me in the…eye?” Lilith laughed as her tail traced under Lunas chin. Luna resisted the urge to lift her head, pressing her lips tighter together. “You don’t have to worry, though. I’m not really here; I’m just projecting a part of my will into your dreams.”

Luna looked up then, eyes wide. Lilith grinned and nodded.

“As much as I enjoy playing with you, I have so much work to do…” she let out a mock sigh, shaking her head helplessly, holding up her forehooves. “I don’t know how I will ever get it all done by myself.” The corner of her lip turns up in a smile. “But don’t feel too bad. I certainly have enough power to make you kneel without my full presence. You and I both know it’s what you want, so why bother with this little dance?” she licks her lips slightly. “You would be my right hoof, and all the ponies would praise the Bringer of the Night.”

For a moment, her words got to Luna. Lilith still had that ability to cut right to her core and use it to manipulate her. Of course, it was true; the brand of pleasure Lilith brought was best enjoyed at night. The Princess of the Night, therefore, would be second in reverence only to Lilith herself. Luna stepped forward, and Lilith smiled, nodding

“One thousand years ago I would have given in just from those words.” She said slowly, looking right at Lilith now. “Now, however, it’s different. I’m not living for my own desires anymore. I am a Princess of Equestria. My life…” she bowed her head in reverence, putting a hoof to her chest “Belongs to my subjects. I will not suffer to see them fall to your carnal lusts.”
Luna looked up, and saw something she sorely missed. Lilith was taken aback, startled to find she wasn’t in control of the situation. It didn’t last long, though.

“I see Celestia has taught you well.” She commented, her tail waving restlessly. “You’re almost as self-righteous as she is. My plans are laid, however. Your subjects are becoming mine. The only choice left to you is if you serve me as an equal or a pawn.” She slinked forward, nearly nose to nose with the Princess. “It would do my heart well to see you in my bed once more, but I will be satisfied with you at my hooves.”

Luna let a long breath through her nostrils. She was gaining the upper hoof slowly. If she could just buy enough time for the others to report back to Celestia…

~

Rarity stepped into the cottage gingerly. “Firefly, you stand guard outside. If you see anything at all, signal us.”

Rainbow Dash straightened up, saluting. “You can count on me, Rarity. Anything to get Twi and Fluttershy back!”

“Ugh…” Rarity said, as she entered the cottage with the others. “This place reeks of darkness, it’s unbearable.” The door closed, and Rainbow put her back to it, watching for anything suspicious. As far as she was concerned, the best way to deal with this would be to find this “Lilith” character and give her a good bucking.

“Oh, Rainbow Dash, you haven’t changed a bit.” A voice came from the shadows. It sounded familiar, but she couldn’t place it. She moved towards the door.

“Still rushing around without thinking, hum? You didn’t miss me?”

Rainbows eyes widened. It couldn’t be. “Twilight?”

Her friend stepped out of the bushes, but she seemed different. No, she was different. A darker purple color covered half her body, and her wings looked more like the wings of a Nightpony than an Alicorn. The purple streak in her hair had become red, and the rest of her hair was raven black. Her tail, also black, was braided tightly. Most strikingly, her eyes were a deep, crimson red.

“In a matter of speaking.” She said softly, walking closer. Damn, even the way she walked had changed. She had always been powerful, and now it looked like she knew it. Rainbows cheeks flushed as she recalled some very private fantasies she had way back when she first learned who and what Twilight was.

Or maybe they weren’t so private. Twilights hoof stroked her cheek softly, causing the pegasus to shudder. “Oh, Rainbow Dash, you don’t have to hide your feelings from me.” She teased, a mischievous glimmer in her eye. “I’ve seen the way you’ve looked at me…”

Her breath was becoming short, like she had just flown the longest race ever, her heart pounding. “You did? You knew I wanted…” Rainbow trailed off, unable to say it. It was too embarrassing to even think. Twilight seemed to understand, though, and she nodded.

“Of course. A strong, bold mare like you? You don’t just want somepony who can keep up with you. You want someone who can sweep you off your feet. Someone strong. Powerful.” Twilight moved closer with each word now. “Somepony who can completely overwhelm you.” She pushed Rainbow against the cottage with surprising strength. “You want to be claimed, Rainbow Dash. We can give you that.”

“We? What do you-mmrrppphhh” Rainbow started to ask, before Twilight pressed their lips together forcefully. She was holding Rainbow down, and it was turning her on so much. Some part of her mind warned her this was dangerous, that she should let Rarity know…but Twilight was her friend. Not to mention, right now, she was making her feel incredible. Her lips parted, and Twilight pounced on the opportunity, her tongue pushing into her mouth and laying claim to that as well.

After what seemed like only seconds, Twilight pulled away from Rainbow, who slid down the side of the cottage in shock. Her body felt warm and numb, her head tingling pleasantly. Twilight lowered herself to Rainbows level

“My name is Midnight now.” She whispered. “I can give you more than this, so much more. I can show you a world of pleasure, where your every desire is fulfilled. Would you like that?”

Rainbow nodded slowly. Right now, all she wanted was for Tw-Midnight to pin her and claim her, body and mind

Midnight smiled lovingly, her hoof tracing down Rainbows cheek. Her eyes glowed red, snatching Rainbows gaze. “That time will come soon…the time where you kneel before Mistress, if you follow my words. Tell no one you saw me, and act as if everything is normal. If you’re good, it won’t be long until I call for you…” she nibbled Rainbows ear roughly, then kissed behind it. “When you hear it, you will come. Won’t you?”

“Yes…” Rainbow breathed, her eyes staring up at nothing now that Midnights had left hers.

Midnight nodded, pulling her head back. “You need to wake up now, Rainbow Dash…just for a little longer. See you soon.” She blew her a kiss as she sauntered back into the bushes.

Rainbow blinked, rubbing her head as the door opened.

“Firefly…are you alright?” Rarity asked, looking Rainbow over.

Rainbow nodded, smiling confidently. “Of course I am! It was just so dull out here I figured I had time for a little rest.”

Rarity shook her head. “Don’t let your guard down. Lilith could be lurking around any corner. Come on, we’re going back to the library to update Celestia…” she looked up at the sky worriedly. “It will be dark soon…”

“So what? I’m not scared of anything in the night.” Rainbow followed behind the others as they headed into town, punching the air. Looks like she’d managed to pull it off. If she was lucky, Midnight would come back soon and give her more of that special treatment…

~

Lilith lounged in her chair, eyes closed. Shade was laying at her hooves, resting for a bit, as two of her newest servants rubbed a fragrant oil over her body. Since she had to divert a bit of her power to distract Luna, she decided to let the Elements have a bit of a break and gather some lesser minions. Not to mention, it gave Midnight a chance to test her wings.

Speaking of which, the selfsame mare appeared before her, head bowed. “Mistress.” She said softly.

Lilith nodded her head, encouraging her to rise. “How was it?” she asked with a grin.

Midnight moved to her Mistresses side. “It went exactly as you said. Rainbow Dash was easy to seduce. You can claim her at your pleasure.”

Lilith chuckled, patting her head. “Very good…very good indeed. And once I do, I’ll become more powerful, and you will be rewarded as such.”

Midnight looked up at her Mistress, smiling. “The greatest reward is to serve you, Mistress.” She replied. Lilith shook her head once, running a hoof over her cheek.

“That’s not true, my dear. I have great plans for you, plans you’re already proving worthy of.” Lilith looked into the distance. “When the time comes, and Celestia falls to my hooves, you will already be many times greater than her. Once my plans are complete, the new reign of the succuponies will begin…”

Author's Note

I believe the stakes...
Have been raised.