Lilith

by Angelgrace

Capture 7

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“So this is going to be your room, and over here is the kitchen. I come down for a midnight snack…and a 2 AM snack…and an early breakfast at 5 AM…” Pinkie Pie bounced up and down the stairs like gravity was a mere suggestion. “You should totally try it, it really gives the day a KICKSTART when you wake up for real!” She grinned at Rainbow Dash, actually pausing for a moment to see her reaction.

Rainbow looked away from the window, nodding. “Oh…um, that’s nice. Sorry, Pinkie, I guess I’m just really tired.”
“Yeah, I don’t blame you.” Pinkie said, tossing a hoof to the side as she walked into the kitchen, back to her mile a minute thing. “Wowie, though, I can’t believe what Rarity told us! It’s so naughty fun but so dangerous and hooo boy…” her voice faded as Rainbow walked up the stairs. She couldn’t get what she had seen…what she had felt, out of her mind. The feeling of Midnight pinning her, the taste of her lips on Rainbows. It had taken everything she had to remain cool around the others, but now she didn’t have to.

She closed the door and flopped down on the bed. Little particles of dust flew up; clearly this room hadn’t seen use in a long, long time. Perfect, it would give her an excuse to wash the sheets tomorrow. Her hoof stroked down between her rear legs as she leaned back against the pillow. “Mmm, Midnight…mmpth!” she suppressed a cry as her hoof passed over her already damp lower lips. She was about to give another rub when something caught her hoof, pulling it back towards the bedpost. Her other hooves were pulled out, as well, cuffs appearing around them and the bedposts, holding her in a spread out position.

Midnight sauntered out of the shadows. In the dim light of the room, her pelt looked even darker…she licked her lips. “Enjoying some memories, Rainbow Dash?” she asked, standing by her side.

Rainbow nodded, her body already starting to heat up. “You came back…” she said, almost as a whimper. Midnight smiled and stroked her cheek lovingly.

“I would never abandon such a loyal…obedient friend, Rainbow.” Her eyes glowed a soft red as she looked to the door, the room shimmering.

Rainbow strained to see what was going on, but she was pressed to the bed by a firm kiss from Midnight. Before Rainbow could really get into it, though, she lifted her head.

“Please…don’t tease me like that.” Rainbow pleaded, her chest heaving. “Midnight…I want you to take me, like you said back in the woods…claim me…” her voice lowered to a whisper as she bared her most secret desires to her friend. Even a day ago, she wouldn’t have imagined it, but right now, it just felt so…right.

“I won’t be the one claiming you…” Midnight said, stepping to the side as another figure came from the shadows. If Midnight was a flickering flame, this newcomer was a blaze; her very presence made Rainbow Dash feel dominated.

“That’s right…” the new pony purred, as Midnight lowered herself to her knees. “Well done, my loyal servant. For your first reward, you may watch…” she turned to Rainbow, her eyes gleaming red. “As your friend submits herself to me…”

As the pony approached, Rainbow could see similarities between her and the changes that had occurred in what was once Twilight Sparkle. Black pelt, red eyes…and that tail. As the pony stopped before Rainbow, that tail stroked her chest, and Rainbow gasped out, a warmth erupting from where it made contact.

“Rainbow Dash…” the pony said, rolling her name carefully. As she did, Rainbow felt a sudden, powerful draw towards her. A hazy memory floated to the surface from that sensation. Giving her this feeling just by speaking her name? It couldn’t be…

“Lilith…” Rainbow whispered, eyes wide and cheeks flushed. Thoughts that had only flitted across her mind when she heard of such a powerful pony now lingered, feelings of arousal, desire, and submission. Of her friends, kneeling…Rainbow shook it off, her head clearing. “You’re the one who kidnapped Twilight…and Fluttershy!” she looked over at Midnight, still watching silently from the corner. “What did you do to Flutters?!”

“A fighter! Delightful!” Lilith said, laughing. “Fluttershy has entered a world of bliss, just as Twilight did. It’s a gift I like to share…” her tail stroked Rainbows cheek, and the Pegasus tried to pull away, though a part of her still wanted the mare. A larger part than she would admit.

Rainbow tried to put on a brave face, despite her flushed cheeks. “Well, you can keep it to yourself! I don’t want anything you have to give!”

Lilith tutted, shaking her head. “Good thing you’re not the Element of Honesty, dear. I fear the gem would have snapped in half from such a lie…” her head tilted a bit. “We have one thing in common, though; we both like a bit of sport. Care to make a wager?”

An old saying about ‘never make a deal with the devil’ came to mind, but Rainbow quickly dismissed it. Anything to get herself out of this situation would be welcome. “Name your terms.” She said, eyes narrowed.

Lilith smiled, moving closer. “I’ll have Midnight weaken the chains, just a bit. Enough for you to escape, if you want.” She chuckled. “I bet you won’t, though. If you do make it off that bed, I’ll release both your friends from my spell.”

Rainbows heart skipped a beat. She could save them both right now…but one question burned in her mind, one she knew the answer to. “And if I don’t?” she asked, her voice catching a bit.

“I get you, of course. I’ll even make it fair, and only use one spell…at least, until you say you submit. Sound like a deal?”
Rainbow nodded once. “Deal.” She looked at Midnight. “Get ready to come home, Twi.”

Lilith chuckled. “Go ahead, Midnight. Release them just enough so Rainbow could free herself.”

Two things happened at once. One, the chains around her hooves loosened just slightly. Secondly, Lilith ran a hoof down Rainbows cheek. That same warmth passed through her skin, but it was muted slightly. No magic in that touch, looks like Lilith was telling the truth. Rainbow starting pulling her first hoof free. This was going to be over in no time.

“You do like it though.” Lilith said, shifting to sit right next to Rainbow. “Being dominated. Told what to do. Strong pony like you can afford to be held down, because you could get up if you really needed to. Why not indulge a bit?”

Rainbow looked at Lilith suspiciously, first hoof free. “No way, you’re not going to trick me into losing like that.” She reached for her other hoof, and winced. Even the short time she had been spread eagle had cut off some circulation to her hooves. Normally, that was part of the fun, but she wanted to get this over with quick.

“I didn’t mean right now, per se. Just in general.” Lilith said dismissively. She looked down at the free hoof, wrapping her tail around it gently. Rainbow could pull it free if she wanted to, and she would once her other forehoof was free. “You really should be careful.” She pulled Rainbows hoof closer, leaning down and kissing it softly. “Don’t want to damage your hooves.”
Rainbow stopped, pulling her hoof back. “Like you care about me. You just want to see me lose so you can use me as your personal…” she coughed a bit, looking back at the other hoof she was freeing.

“Oh, Rainbow Dash, that’s not true.” She wasn’t even using the power she got from Rainbow’s name? What was she playing at? “I care about all my ponies. I give them the best pleasure I can…” her mouth turned up in a smirk. “Of course, being used by me would bring you, pleasure, wouldn’t it? You can be honest.”

Rainbow swallowed quickly, looking at Lilith. “…yeah, I’ll admit, I’d like it. If my friends weren’t on the line, I might even go with it.” Still, she said she did care about them, and she had been honest so far with her. Lilith, if nothing else, was playing fair, and that meant something to Rainbow. As she shifted her body to free her other hoof, Lilith moved closer, nodding.

“Of course, you care about your friends. You want them to be happy. Safe. Well, they are with me. You know it’s true.” Lilith purred. “So, why not go with it? Just a little? Once you’ve won our wager, then who knows?”

Rainbow’s other hoof was free, and she sat up, distracted by Liliths words. Maybe she could, once she got off this bed. She leaned over to free her hind hooves, and was met with Liliths forehoof.

“Kiss it.” Lilith said, firmly but not unkindly, and still without using her magic to strengthen her words. “Just one kiss, to see how you like it.”

It couldn’t hurt. Rainbow lowered her head, kissing the hoof softly. She’d always wanted to do this, but she was afraid her friends would think she was a freak. It was as amazing as she thought it would be, with just a little give…

Liliths other hoof stroked her mane gently. “See, nothing terrible happened. You’re still of sound mind. No one is laughing or teasing. Why not take advantage of it? A few more kisses…maybe a little lick. When will you get a chance to do it again?”

Rainbow inhaled deeply, her heart pounding. She should be trying to get free, but…being still partly held, kissing a mares
hoof…it was kinda hot. No shame, nopony else to think less of her. Lilith raised a good point, and had been a good sport so far. She kissed the hoof once more, then again at the top, trailing down with kisses.

Lilith leaned forward, whispering in her ear. “You can do better than that. You love my hoof. Show me.” The hoof in her mane urged her head downward.

The request…no, order, pulled Rainbow deeper into the moment as she held the hoof lovingly in her own hooves, kissing it all over and beginning to lick it. This feeling, fulfilling her fantasy of worshipping a hoof, was simply incredible. Her body relaxed as she really got into it.

“That’s a good girl…” Lilith praised, as she moved her hoof down Rainbows back, guiding her down.

“What are you…” Rainbow started, before Lilith pressed her hoof to her lips.

“Don’t talk…” she whispered, Rainbows back pressed against the bed again. Her eyes glowed red, sending a slight wave of dizziness through Rainbows head. The chains she had freed herself from lifted up and closed around her hooves again, though still as loose as before. “You know you want this.” She leaned down. “You know you love it. Yet, you live in a world of denial. I want to take that denial away, give you pleasure beyond what you can imagine. All you have to do…” she pressed her hoof to Rainbows lips again. “Is say what you’re thinking. Say what you’ve been burning to say since you laid eyes on me but dare not. Well, I give you permission.” Lilith leaned over to whisper in Rainbows ear. “Do you love worshipping my hooves, Rainbow Dash?”

Rainbow nodded, giving it another kiss as if to prove it.

“Do you want me to take away your fears, giving you only pleasure in return?”

Another nod, as she looked up at this powerful mare, every fantasy she had ever had, from when she was a filly writing quick, terrible stories to the images she pleasured herself to on weekend nights running through her head. This is what she had been waiting for her whole life.

“I need you to say it. I won’t ask. You must tell me.” Lilith stroked her hoof, covered in Rainbows saliva, down the mares own chest. “Two words, and it’s all yours.” She lifted her body slightly, showing Rainbow her glistening lower lips.

The smell of her arousal wafted over Rainbow Dash, and she nodded, gasping out something

“I didn’t hear you, Rainbow Dash.” Lilith teased, putting a hoof to her ear.

“…I…I submit…”

Once the words left her mouth, the cuffs tightened around her hooves, and Lilith laughed. She looked down at Rainbow Dash, eyes glowing red. “I win. What does that mean, Rainbow Dash?” Her magic was back in full force, compelling Rainbow to answer clearly.

“I belong to you, Mistress.” Just saying the words gave her a jolt of pleasure, and Lilith laughed again, moving her body so that her lower lips were above Rainbows.

“Then lick.” She ordered, and Rainbow obeyed. She circled her tongue around a few times, tasting Lilith, then stroked her marehood with her tongue. Just the act of it, obeying Lilith again, felt amazing, and her juices in Rainbows mouth made her body heat up. She felt something slither into her own marehood, looking down slightly to see Lilith’s tail entering her.

“Did I say you could stop?” Lilith asked, lifting Rainbows head and pressing it to her nethers again. Rainbow didn’t reply verbally, but made up for her disobedience by giving her Mistress even more attention, suckling on her lips and kissing her bud before going back to licking her out. Dimly, she felt Lilith’s tail pumping her, urging her on; but all she could think about was doing her task as best she could. Lilith stroked her head as she lapped faster and faster, feeling herself approaching climax.

“You won’t cum without my permission, would you?” Lilith asked idly, as if it didn’t even need to be asked.

Rainbow shook her head no, before twisting it to get a better angle.

“Good…good. You know your place already. Then you may cum, my servant.” Lilith patted her head soothingly as her tail plunged deep within her. Rainbow moaned into Lilith, but was determined to finish her before gaining release; she licked harder and faster as her body shook, wracked with pleasure.

Lilith gasped out with a mixture of surprise and pleasure as her own frame filled with the unmistakable feeling of a powerful orgasm. Her tail twitched inside of Rainbow as it drew out first her pleasure, increasing Liliths own, and then her very essence, the Lightning Bolt stolen from her and replaced with Liliths mark.

Lilith rolled over, panting softly as she looked at her newest servant. “…I’m going to keep you very close to me, I think.” She said with a wry little laugh. “You just might wind up taking the rite if it works for Midnight.”

Without a name, the mare could only nod in agreement with her Mistress, glowing eyes awaiting her orders. Lilith patted her head softly, then listened. The pink mare was awakening…two in one night, that would be fun. Yet, the glimmer of a gem on the bedside caught her attention. Leave it to Rarity to be prepared. “Another time, my pets.” She cooed, as she and Midnight worked in unison, the three mares teleporting away.


Author's Note

Also known as the Author Appeal Chapter.

The funny thing about it is, Lilith didn't lie...she just never mentioned a side effect of her own magic.

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