“This place reeks of darkness, it’s unbearable.” Rarity said, stepping through Fluttershy’s cottage gingerly.

“You tellin’ me that you can smell darkness, Rarity? That’s a lil farfetched.” Applejack drawled, looking around the cottage. So this was where Lilith had snatched up Fluttershy like a little morsel…

Rarity huffed, interrupting Applejacks line of thought. “Of course not, that would be silly. I’m talking about the dark brand of Magic.” She fanned her nose with a hoof. “And let me tell you, it took me weeks to recover from Sombra and the Crystal Empire, ugh.”

Pinkie was bouncing around the room, pointing at various things and asking “wazzat, wazzat, wazzat?” leaving Applejack alone with her thoughts. She trotted over to the bed, looking down at it, imagining some great monster creeping up on Fluttershy. In her vision, the creature changed once it reached her, becoming the size of a pony, though still shrouded in shadow as it caressed the mare, picking her up and holding her tightly before slinking off with Applejacks friend…
Applejack jumped as she felt a hoof on her shoulder. Rarity was looking at her with a concerned expression.
“Don’t worry, Rarity. I’ll be fine. It’s Twi and Flutters we should be focused on right now.” Applejack assured her with a little tip of her hat.

Rarity smiled, nodding at Applejack. “Just make sure you look after yourself, too, darling. Even something as noble as selflessness can be twisted into something perverse. I’ve got what I need from here, shall we head for the library?”
Applejack simply motioned for Rarity to proceed. “Lead the way, oh brave Rarity.” Rarity chuckled, opening the door. Applejack caught a glimpse of Rainbow Dash zoned out for a moment before she snapped to attention. Some mares just never changed…

~

“Mmm, I think I’ll wait for the night before visiting Rainbow…that way I’m not distracted by-“

“Having fun so far, My Lady?”

Lilith looked up, startled out of her thoughts. Good thing Midnight was off bathing with Shade, because it looked like her most loyal follower had come for a visit. The cloaked pony stroked the head of Liliths latest addition, a cyan-maned unicorn who had turned out to be quite a passionate lover.

“Of course I am, my servant.” Lilith cooed, rising to her hooves properly. “And I owe it all to you.” Her tail traced down the hood of the cloak. “If you would let me reward you properly, you wouldn’t need this. No one would blame you for falling to the big, bad demon…”

Her servant laughed, a beautiful tinkle Lilith had yet to replicate in her inducted ponies. Something about succumbing to lust made most of your laughs come out much darker. Maybe she could get Shade to learn it, she was proving to be useful for more than sexual pleasure.

“Not yet, not yet. I still have much work to do to lay bare your path, My Lady.” She leaned forward, brushing her lips over Liliths, a gesture the Succupony returned and tried to push into a full kiss. Of course, the other pony pulled back before she could. “I eagerly look forward to the day I can share in your pleasure.”

“Well, I’m sure you didn’t come all the way here just to tell me that, dear. Is there a problem with your mission?” Lilith asked, settling back in her throne.

The cloaked pony shook her head. “Not exactly. I was merely curious what you intend for Twilight Sparkle now.”

Lilith laughed, nodding her head. Of course, she should have guessed. “There is no Twilight Sparkle anymore, as you should well know. As for Midnight…” she chuckled again, a crafty look crossing her face. “By the time I secure the other elements, she’ll be ripe for…” she gave her follower a meaningful look. “The final rite.”

Even beneath the hood, Lilith could tell the ponies eyes had widened; she took another step back. “You intended this from the beginning?” she asked, her voice shaking. “Twilights power…”

“Is great.” Lilith said, “And has been the undoing of stronger beings than I. My power is older, however. I will turn the very thing expected to protect her against her. Unshielded, she will unable to resist the rite.”

“The others?”

“…not as worthy.” Lilith waved a hoof dismissively. “Once they’re in my thrall, what purpose they serve matters little. I may even let Midnight play with them once her chores are done.”

Her servant nodded, and breathed heavily. “Mind the ground you tread on, My Lady. The Elements are strong, even separated from the source of their power.”

Lilith stood again, walking past the cloaked mare. She stopped right next to her, eyes glowing. The mare dropped to her knees with a gasp, fluids dripping out from under her cloak, the sides lifting slightly. “Mind where you tread, my minion. I understand far more about magic than you, so don’t even consider lecturing me.” She turned her head slightly to look at the panting figure. “But I am a merciful Mistress. I will not punish you for this oversight. In fact…” she put a hoof on the head of her follower. “I’ll give you a great gift. For the next day, your lust will be…” she licked her lips “unquenchable. Let it remind you who owns you.”
The mare nodded once, all she could manage through the heat filling her loins. Lilith smirked, lifting her hoof. “If you’ll excuse me, I have some…loyalty to redirect to its proper outlet.” With a flash of a circle under her hooves, Lilith vanished.

The pony she left behind collapsed to the floor, moaning and panting. “M-mistress…” she gasped out, crawling over the throne and supporting herself on it. She rubbed herself against the arm roughly, her moans growing in intensity until they erupted in a piercing cry. Granted a moments reprieve from the orgasm, the cloaked pony teleported out in a flash of light, leaving a wet spot to be absorbed into the ornate throne.

~

“Don’t you think we should sign it ‘your faithful students!’ just like Twilight does? I mean, I’ve never sent a letter to the princess before, but I bet there’s rules you have to follow, and if you don’t she’ll-“ Pinkies sentence was cut off by a refined cough.

“Thank you.” Rarity said, rolling her eyes. “I’m sure the Princess will understand if we leave that part out. The important thing is we notify her of our findings as soon as possible. Did you see those lines on the floor, Gala?”

“Huh-wha?” Applejack said, snapping back from her reverie. She had been so deep into it she had barely heard anything anyone, even Pinkie, had been saying “Oh, um, I didn’ really see anything that unusual…”

Rarity sighed, pulling out a parchment with her magic and unrolling it. A magical circle was engraved on it, seeming to shimmer in the light. “Lilith uses these circles to channel her most powerful magic, such as teleporting ponies to her lair. She tried to cover her tracks, but there were magical lines on the floor; she took Fluttershy straight out of bed, it looks like.”

“Mmmhmmmm…” Applejack said slowly, that vision creeping up on her again. A dark shadow pinning Fluttershy down, muting her cries as the two were whisked away. It was quite a powerful image…

“Anyway.” Rarity went on, the reality of the situation returning to Applejack. “If she’s got enough power to teleport in, seduce Fluttershy, and Teleport out, we can assume she’s strong enough to take any of us on if we’re caught alone.” She snapped the parchment closed. “So, let’s NOT get caught alone. We’ll be bunking together tonight.”

“A-all four of us? In Twilights room?” Applejack stammered out in shock. Sure, Rarity, Twilight, and herself had that sleepover that one time, but that was before she had gotten to know them as well as she did. She didn’t want to be having any unclean thoughts right now.

“…you’re right, it is Twilights turf, which means it’s Liliths turf now, too. We shouldn’t put all our eggs into one basket, just in case…”

“Oooooo, I know! I know! We got a spare room at the bakery!” Pinkie was suddenly holding Rainbow Dash tight. “Ol’ Firefly here can sleep there!”

Rainbow Dash looked away from the rising moon. “Oh…yeah, I guess I could do that. Keep an eye on Pin-I mean, Surprise and all.”

Rarity tossed her mane. “Well then, it’s settled. Gala and I will stay with Spike, in case Luna or Celestia need to contact us. Firefly, Surprise, you’ll sleep at the bakery.” Rarity tossed a gem at Rainbow Dash. “If anything happens, throw that out a window and I’ll be there in no time.”

Rainbow stowed the gem, nodding. “Yeah, yeah, sounds like a plan. I say we get some sleep now. I, uh, got some practice in the morning.”

“Okie Doki Loki!” Pinkie Pie said, bouncing out the door. Rainbow Dash walked out after her, occasionally looking up at the night sky searchingly.

“Well, I guess we best turn in, too…just like before, right, Rarity?” Applejack said, her voice shaking a bit.

Rarity smiled. “Don’t worry, Applejack. I know we’ll see Twilight and Fluttershy again soon.” She turned away, heading for the bathroom to start her prebed rituals.

“I sure hope so.” Applejack took off her hat, tossing it unto a bedpost. She figured Rarity would be in the bathroom for at least an hour, giving her plenty of time to get settled….and perhaps let off some of this tension…

~

Meanwhile, in Canterlot, Luna awoke, holding her neck. Celestia was standing over her worriedly.

“Sister, are you well? You were turning and mumbling in your sleep.” She asked, lowering herself to the bedside. “Has Liliths return affected you so?”

Luna put on her bravest face, trying to banish the images of the dream she had just awoken from. “A little bit, Tia. The sooner she’s sealed again, the better I will rest. For now, though, I have much work to do this night.” She rose out of bed, combing her mane with her magic.

Celestia nodded, levitating a letter to Luna. “Our agent sent this not long ago. She’s worried about Liliths rising power. If we don’t act soon, I fear it may be too late.”

Luna took the letter, looking down at it. Too late… “I won’t let that happen. Rest easy, Sister. As always, I will watch over the night.”

Celestia bowed her head slightly, going to retire. Luna watched her go, then moved to her dresser, putting on her heavy necklace. For a moment, she hesitated, looking at the reflection of the heart on her neck, then shook her head, setting it in place.

She was done cowering. She was going to seek out Lilith and put an end to this before anypony else was hurt.

Author's Note

A little more talking. Clop soon, I promise. I've taken what you've said into consideration, and I'm hoping this next chapter will be satisfying.