> Lilith
>  by Angelgrace
> --------------------------------------------------------------------------

> Capture 1
> --------------------------------------------------------------------------

If there was one thing about being a Princess Twilight didn’t like, it was the constant demands on her free time.  When she was just a student of the Princess, she had managed to fit everything neatly into a schedule, but now that she was herself a Princess, there simply wasn’t enough time in the day. Celestia was trying to teach her all she could, but there was a limit to how much even Twilight could learn in any given time. Yet, perhaps because of some prideful streak in her, Twilight refused to take a break until she was satisfied she was making real progress.

It was for this reason Princess Luna had stepped in, saying she, too, had a lesson for the new Princess. Twilight Sparkle had never studied under the Night Princess, and she was a little anxious about what Luna would have in store for her. All her worries had vanished, though, when she saw Lunas surprise.

“Like you, Twilight Sparkle, I have gathered quite a collection of books.” Luna had told her, as they arrived at a library near the Everfree forest. “There are many books here that haven’t seen the light of day for thousands of years.” Luna fixed Twilight with a stare, then, a stare that reminded Twilight that while the moon may not be as bright as the sun, its power was not to be discounted. “I would like you to spend no less than one week here, learning what you can.”

“But…my duties! My friends! Celestia wanted to-“

Luna cut off Twilights protests with a single hoof. “I have already arranged things with my sister, Twilight Sparkle. She is in agreement that the education of a Princess must be well rounded, and respects my judgment in this matter.” Her eyes sparkled with mirth. “And it is a simple matter to send for your friends, though I’d like you to spend at least one day in solitude.”

Of course, she figured out what Lunas plan was not long after she was left alone. Perhaps it was suiting of the moon to not be direct in her plans. Still, Twilight certainly appreciated the time off. Once her friends arrived, Twilight would spend some time with them…and keep up with her studies, of course. Cover story or not, Twilight Sparkle was going to complete the task Luna had laid out for her.

And goodness, there were so many books. Some of them had been penned by Starswirl the Bearded himself! Twilight had just finished a volume on magical plants, and was just about to sink into another heavy when something caught her eye. A door, with the personal Seal of Princess Luna, and it was slightly ajar. Twilight smiled to herself. “Oh, Princess, you’re so clever.” She murmured, headed through the door. 

Around the room, lamps lit with purple flames, revealing rows upon rows of books. From the glances Twilight got of the spines, they seemed to deal mostly in old, old magic, things Twilight would have thought impossible. She stepped over a white line on the floor, approaching a podium on which a book lay, already open. “A spell, but not like any I’ve ever seen before.” She said to herself, scanning the pages “It’s structured like a long range teleport, but there’s more…” she read the words out loud, feeling the familiar tingle of magic surrounding her as the spell took shape. The magical energy of the spell flowed down her hooves and around the lines of the floor; a magical diagram, she should have guessed. She couldn’t turn around and look at the shape, though, the spell was taking all her focus and magic to maintain. But she was almost done, there were just a few more lines, these ones in the old pony tongue.  Luckily, she had been studying it with Celestia, so she could pronounce the words, but she didn’t know enough to know what it meant. The final words spoken, the magic released with a powerful thrum. Twilight breathed a heavy sigh, her energy drained by the powerful magic. So what had the spell done…? She turned around to examine the magical runes on the floor, and discovered she wasn’t alone. There was a pony there, but not like any she had seen. This pony was a deep, deep purple, almost black, which she appeared to be in this dim light. Next to her ears, horns curled up, and her wings were batlike. Her tail was long and ended in a spade, rather than being furry like a normal tail. Then she opened her eyes, and for a moment, Twilight forgot about the other details. They were a glowing red, and they sent a strange warmth through Twilight. No white, no iris, no pupil, just a red glow. The pony blinked, and her eyes became normal, though her irises were still a deep crimson.

“Ooooo, I didn’t think anypony would ever come to read that book…mmm…” she said, stretching. “What a looooong nap…” she looked at Twilight Sparkle, grinning. Did she have fangs? What was she? “And you must be the new Princess~ They certainly picked a tasty one this time.”

“…how did you know who I am? Who are you, and where did you come from?” Twilight looked back at the book for a moment. It was still just sitting there. The strange pony laughed, almost like a purr. 

“You don’t know me? You didn’t know what the spell did?” she smiled at Twilight, licking her lips. “No, I can see it clearly, you’re quite surprised at my appearance. My name is Lilith, my dear. And what is your name, Princess?”

“Twilight Sparkle, and I know now. I just found this book when Princess Luna sent me here to study…” Twilight said, examining this Lilith. There was this way that she carried herself, it was strange and reminded her of…private things. Her cutie mark was a magical circle as well, but she was a Pegasus…of sorts?

“Like what you see, Twilight Sparkle?” her eyes widened slightly, and she hummed. “…your true name…” she whispered, a sly smile crossing her face. “Princess Luna…and Princess Celestia, I presume, still rule then?” she asked, before Twilight could ask about that name thing.

Twilight nodded. “Of course they do. They’ve ruled for thousands of years…just how long have you been asleep, anyway?” she asked, eyes narrowed. Celestia had ruled since casting out Discord, and several…dark creatures had been banished in a similar manner since then. These books were hundreds, if not thousands of years old themselves. Who knows where Lilith had come from.

“I’ll be happy to answer any questions you have, Twilight Sparkle-“ Lilith placed a gentle pressure on her name, and Twilight felt an odd shiver go through her “But if you could do me a favor, first. The book on the pedestal, could you turn the page for me?”

Twilight turned in confusion, going back to the book and turning the page. There were more words in the old tongue on that page, though not nearly as many. 

“What does it say?” Lilith asked, a note of curiosity in her voice. 

Twilight squinted a bit, reading from the page. Once more, magic flowed through the room, though it was much less prominent. Twilight didn’t notice as energy dissipated from the magical sigil on the ground, and Lilith grinned darkly.

“It’s just another spell…” Twilight said, looking up and nearly jumping back. Lilith had come up behind her. “Gah, don’t do that to me!” she said, her heart pounding.

“So it is, Twilight Sparkle…” Lilith said coyly, her tail coming up and stroking the Alicorns chin softly. Her tail was warm and smooth, and sent warm pulses through Twilights body with each pass. She inhaled slowly, licking her lips. “Delicous…so young…”

“What do you mean?” Twilight asked, gathering her magic into her horn just in case. Liliths eyes flashed red again for just a moment, sending a stronger, distracting wave of warmth through Twilights body. Her tail traced down the Alicorns slender frame as her face drew closer to Twilights.

“Don’t worry about that. For now, I need to thank you properly for freeing me, Twilight Sparkle.” Lilith said coyly. She closed the gap, pressing her lips to Twilights. Twilights eyes widened in surprise, then fluttered closed as a strange warmth flowed over her body, making it hard for her to focus. Her body relaxed as she kissed Lilith deeply, the other pony tasting her eagerly. All the while, her serpentine tail stroked Twilights body lovingly, sending tingles down her body.

It seemed an eternity and all too soon when Lilith pulled her head back, a trail of saliva connecting her mouth to the Princesses for a moment. “Mmm, you really taste good, Twilight. So sweet and innocent, and so full of…magic…” Liliths tail traced around the star on Twilights flank.

Twilight blinked, shaking her head to try and dispel the fog in her mind. What…was going on? She felt amazing, warm and aroused, but it was so hard to think. She looked up at Lilith, and another wave of arousal hit her, hard. Lilith was exotic, and so attractive, she…

“Twilight Sparkle.” Lilith said firmly, drawing her attention up to her face. “I think it’s time for a change of locale, don’t you?” Her tail moved under her chin again, and Twilight nodded, confused. “I guess…but…”

Lilith merely grinned, her eyes glowing a deep red once more, as the sigil on the floor brightened and the room faded, replaced with another one…no, it was a cave, magical runes inscribed on the walls. In the middle of the room was a throne, which Lilith sat on in a strange fashion, hind hooves on the floor and forehooves resting on the side, which had the unusual effect of exposing her pussy.  Twilight looked at Lilith in confusion, startled to find her eyes still glowing red. The glow seemed to fill her mind, filling the spaces between the fog, making it all but impossible to think now.

“Don’t look up at my face, Twilight Sparkle.” Lilith said, her voice echoing in Twilights head as she spoke. The mention of her name sent a strange chill down her spine. “Look down, at what arousal your taste has brought Me.”

Twilight lowered her head, looking between Liliths legs. Her pussy was wide open before her, and glistened softly in the low light (dimly, Twilight wondered where that light came from). Just seeing it made her feel warm…needy.  Liliths tail wrapped around behind her head, pushing her closer to the honeypot. The scent that came off it was incredible, numbing what little of Twilights mind was aware. Her mouth open all its own, her tongue extending to taste it. It had a warm, sweet taste that sent waves of arousal through her.

“Serve me, Twilight Sparkle, and drink deeply of my pleasure.” Lilith said, her voice dripping with lust.

Twilight lowered her head further, placing her mouth over that glorious mound. She ran her tongue over the outside lips, kissing the nub at the top softly. Liliths tail left the back of her head, tracing down her spine as Twilight kept lapping at the warmth, slowly worming her tongue inside the other pony. Sexual fluids flowed freely into her mouth, which she eagerly drank down. As she did, the feelings of arousal and submission to Lilith grew ever stronger.

“Yes, let the feelings of lust flow through you…open yourself to me…” Lilith whispered, as Twilight moved closer, burying her muzzle in her. Her tail stroked over her plot slowly, heightening all the sensations before plunging deep into her pussy. Twilight moaned into Lilith, but the batwinged pony was relentless. Her tail pumped into Twilight, seeming to push deeper with each thrust. As her tail pushed into her pussy, Twilight felt as if Lilith was pushing into her mind, filling her head. Lust flowed freely through her, her body filling with warmth.

“Cum for you Mistress.”

It was hard to tell if that was a thought or an order. Maybe it was both. Twilight pressed into Lilith harder, moaning as her body trembled, a powerful orgasm filling her. Liliths tail pushed into her deeper still, and her pussy overflowed with juices which Twilight drank up, bringing the orgasm to new heights. Her tail seemed to absorb Twilights orgasm, and the Alicorn felt a powerful drain as the orgasm continued on impossibly. New thoughts filled her mind

"Let go. Let go of it all. Lose yourself to pleasure, and serve me for eternity."

Twilight Sparkle moaned deeply, pleasure filling her body. There was nothing but that pleasure. Serving Mistress Lilith was pleasure. Her juices, her tail, her body, her pleasure. Nothing else mattered…

Liliths tail continued working Twilight in her endless orgasm, not one drop of juice spilling. Twilights eyes glowed red, and Lilith grinned down at her. The star on Twilights flank faded slowly, appearing on Lilith and absorbing into her skin. On Twilights flanks, a magical circle formed.

Lilith pulled her tail from the Alicorn with a little pop, bringing it up to her mouth and licking it. “Stop.”

The Alicorn stopped, looking up at her, eyes still glowing red. Liliths tail caressed her cheek. “What is your name.” she said simply.

“I don’t have one.”
> Capture 2
> --------------------------------------------------------------------------

Lilith looked around the room she was standing in. Red lines traced all around the walls and floors of the room, connected to a beating red core in the middle. The core was beating so slowly, ever so slowly…she remembered when hundreds of cutie marks had decorated these walls, those red lines wrapped around them, feeding her core. But then the Princesses had to interfere, casting her kind out. She was the last Succupony, and she was supposed to have been sealed away forever.
Luckily for her, that wasn’t the case. She trotted to the wall behind the core, smiling at the six pointed star. Already, a few red lines were connected to it, yet something was wrong. There could be more, and they should be tighter…She took a closer look at the Cutie Mark, and her smile widened. “I see...this gets more delicious every moment.” She licked her lips, closing her eyes.

Lilith opened her eyes again, once more sitting on her throne, looking down at the Alicorn before her. It was a beautiful sight, watching her worship her new Mistress’s hooves. Already she was proving to be a wonderful servant…starting from the circle on her flank, tendrils of blackness were beginning to spread. Lilith had never seen such a malleable Alicorn before. “Look at me.” She said softly. The Alicorn stopped her ministrations, looking up, eyes glowing red. Lilith smiled at her. “We really must give you a name soon.”

“What for, Mistress?” she asked, head tilting inquisitively. Some things just didn’t change; even with all she was wrapped up in Lilith, her new servant thirsted for knowledge, and the power it brought. That could be a useful trait...

“Names have power, my dear. When you gave me your name, in such sweet innocence, you gave me a means to begin to shape you. The name I give you will give you purpose and power, as well as further bind you to me.” She put her head in a hoof, contemplating the Alicorn. “Mmm, I think I have it. Moonless Night…yes, I believe it suits you.”

Moonless Night closed her eyes as the name took hold of her, a strange energy flowing over her. She nodded once at her Mistress. “It’s beautiful…may I use it well in your service.” She lowered her head again in respect. 

Lilith chuckled. “I feel you will. Now, you are to give your name as Midnight. Always remember to hide your true name from everyone except myself.” Her tail lifted Midnights chin with a shadow of love on her face. “You are mine, and I won’t have others using your name to control you. Now…” she grinned, a look of hunger on her face. “Tell me about your friends.”

~
Canterlot
Six Hours After the Disappearance of Twilight Sparkle

Princess Luna flinched as Celestia brought her hoof down to clang against the floor. She hadn’t seen her sister this furious in…well, one thousand and three years. She would have preferred that time to the news she had brought her sister. It was entirely her fault, of course; she had been entrusted with guarding the relics from the defeat of the succuponies.
“Luna, I still find it hard to believe Twilight could have undone your seal, found the book, prepared the ritual, and cast the spell properly in less than a day.” Celestias eyes scanned the younger princess carefully. Luna hated that look, it was like Celestia was trying to penetrate her with a mere gaze and split open her secrets. “A part of me wonders if this was truly an accident…”

It was Lunas turn to put her hoof down. “Sister, I understand your concern, but I would never release Lilith. Even…” her voice softened, a note of shame creeping into her tone. “Even Nightmare Moon knew better than to trifle with her. I am certain when I left Twilight Sparkle, the book was put away, and the seal was intact.” She met Celestias probing look without fear, and Celestia nodded.

“I believe you. But this means something far more grim; somepony out there did.” Celestia looked to the window, the sun slowly rising into the sky. “I would like to speak to our Agent in Ponyville. No…” she said, holding up a hoof as Luna prepared to reply. “No one knows who the traitor may be. Speak not even their Given Name. I will arrange matters. You, my sister, must rest. We will both need to be prepared if we are to defeat Lilith in time.”

Luna bowed deeply, her mane nearly touching the floor. “I promise you, Celestia, I will make this right.” She said, vowing it to herself as well. Lilith had been, and still was, her responsibility. 

Celestia put a hoof on her shoulder, a reassuring smile on her face. “You have grown so much in such a short time, sister. I fear I don’t tell you enough how proud you have made me, these past three years, or how dearly I missed you during the thousand years before.”

Luna smiled at her sister. “Thank you, Sister.” She nuzzled Celestia before retiring to her quarters, setting the marks of her station down with her magic. It seemed not long ago she and Celestia had helped Twilight into her own Princess Attire, and now who knows what Lilith was doing to the poor pony.

Such things would not avail Twilight now, however. Luna laid down in her bed, eyes closing as she began to drift into the realm of dreams.

She awoke in the depths of Tartarus. She had come here often, to check on the dark creatures she and her sister had cast down, as well as the seals placed to secure them, but it still gave her a chill down her spine. She walked along the path slowly, fully aware it was a dream but content to allow it to unfold as it was meant to. A towering castle soon came into view, and she entered it, the red carpet leading her directly to the throne room.

Sitting on that throne was Lilith, who smiled at her. “Princess Luna. How nice of you to grace my dreamscape.” She said, her tail waving idly.

“Lilith.” Luna replied evenly. She had to keep her emotions in check when dealing with Lilith, she was a dangerous foe, and a single mistake could be costly. “What have you done with Twilight Sparkle?”

“Oh, Luna, always business, aren’t we?” Lilith said with a mock sigh. “We haven’t seen each other in hundreds…thousands of years, really, and the first thing you want to know about is your sisters student?”

Luna held her ground “I do not have time for these games. Return Princess Twilight to her rightful place, and I will show you mercy.”

“She is in her rightful place, Luna…and don’t think for one moment that just because this is a dreamscape you hold all the cards.” Her eyes glowed red, and a leash formed around Lunas neck, pulling her closer to Lilith. “I always preferred you to your sister, Luna. You have an appreciation for the finer things in life that she lacks…”

Luna pulled her head back, horn glowing, causing the leash to fade. “I am older and wiser than when we last met, Lilith.” She countered, eyes narrowed. “I am not so easily manipulated.”

Lilith chuckled at that, her tail caressing Lunas neck softly. “Oh, I disagree, Luna…you’re already gazing deeply into my eyes, and so falling under my spell.”

It was true; in her indignation, Luna had forgotten not to gaze into the eyes of a Succupony when they were alight. Those eyes pulled at her deeply, and her body moved of its own accord, closer to Lilith, who was licking her lips like she was about to tear into a sweet feast. Liliths hooves took hold of Luna, ensuring that she kept looking deeply into her eyes.

“Just relax, Luna…I won’t hurt you. Slip deep now…” Lunas entire body relaxed as her eyes glazed over. Lilith smiled and let go of her, kissing her then leaning over to whisper in her ear. “Good girl. Feels good to submit to me, doesn’t it?”

Luna nodded slowly, Liliths words floating in her head. It was nice to submit, to allow Lilith to stroke her gently. She had missed…no…she couldn’t give in. She had to break free of the spell. Her horn flickered again as her thoughts collected, her heart sinking as she pushed back. She didn’t want to fight, but she had to, for her sister.

Lilith didn’t seem troubled by Lunas resurge of resistance, merely kissing her neck again. “This is why I love playing with you, Luna…you’re soo good at denying what you really desire…” she pulled her head back, looking over the Princess. “I don’t think you should tell your sister about this. Wouldn’t want to worry Celestia, no?” she grinned slyly. 

Luna shook her head. No, Celestia would only get the wrong impression from this. Luna had proven capable of fighting of Liliths influence, so there was no need to drag her sister into it when she already had so much on her plate. Lilith patted her head. “Goooood…” she whispered, as the dream faded.
~
Lilith awoke in her room, smiling. After all these years, Luna was still the same mare. She couldn’t deny her strength; she was the Incarnation of the Moon after all, but Lilith knew how to press her buttons, awaken the feelings all Alicorns learned to suppress. In time, Luna would kneel to her, and her sister soon after. 

For now, though, she had a task to set about. She looked to her side, where Midnight was laying next to her, and stroked her head. She had grand plans for her first follower, and Celestia herself wasn’t going to get in the way of her work. She stood up, stretching. “Be back soon, dearie.” She assured the sleeping mare, heading out.
~
Meanwhile, in Canterlot, the sun began to go down, and Luna awoke slowly, her body flushed. Lilith must have grown quite powerful to affect her dreams, but in the end, it was a dream. Luna sometimes had a hard time remembering that dreams and reality don’t truly intersect. 

The night would soon be beginning, and Luna hadn’t even set the first stars in the sky. She had a lot to do to catch up, and so she began to brush her mane. After a few moments, though, she paused, lifting it up and turning her head.
There was a small red heart on the side of her neck…

> Capture 3
> --------------------------------------------------------------------------

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…”

> Capture 4
> --------------------------------------------------------------------------

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.

> Capture 5
> --------------------------------------------------------------------------

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…”

> Capture 6
> --------------------------------------------------------------------------

“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.

> Capture 7
> --------------------------------------------------------------------------

“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.

> Capture 8
> --------------------------------------------------------------------------

Luna set down the stack of books with a sigh. The spells that she had used to bind Lilith all those years ago were incredibly complex, and portions of them had even been lost to time, only living on in the memory of herself and Celestia. This was partially purposeful; the less ponies knew of summoning and the succuponies, the better off they would be. Still, recombining those elements would prove a difficult task.

“Luna! There you are.” Cadence came into the library, looking around in surprise. “I had no idea how…vast your personal collection was.” She commented, impressed. When Cadence had learned of what Lilith was doing, she had offered to help in any way she could. Celestia had though that the Princess of Love might be able to provide an effective counter to Liliths power.  Naturally, Luna welcomed the aid of her fellow Princess and Alicorn. 

“Yes, and much of it is hidden from our subjects.” Luna remarked, facing Cadence. “They’re simply not ready for some of it. Let us turn our attention to the pressing matter, however. Equestria is slowly falling into Liliths clutches. The binding spell is old magic, and will take time to prepare.” She levitated the book she was reading from over to Cadence, who looked over it interestedly. 

“How can I help?” Cadence asked, once she was done reading over the diagrams on the page. 
Luna nodded at her. “Join with the Elements of Harmony and ensure they are alright. And anything you can do to help ponies resist Liliths lust would be extremely helpful.” Her face took on a grave look. “And do not underestimate Lilith, Cadence. She is as powerful as an Alicorn, and cunning. If you’re not careful, you’ll wind up kissing her hooves.”
Cadence chuckled a bit at that. “You sound as if you speak from personal…experience.” Her smile faded when she saw the look on Lunas face. “I’ll be careful, I promise. You should get some sleep, Luna. You look exhausted.”

“I am. I’ve spent the past couple nights awake into the late morning hours.” Luna looked down at her books, troubled. “I can not help but think, if I had been more careful with the binding, or when I left Twilight here, Lilith would never have escaped.” She was going to fix this…she had to.

“Luna.“ Cadence said, surprisingly firmly. “You just told me to be careful, right? I don’t think you’ll be able to resist Lilith if you can’t think from being half-awake.” Cadence smiled at her. “I can take care of things for a few hours.”
Luna nodded and headed up to the bedroom she kept here, yawning. Before she retired, though, she cast a spell around the room, protecting it from intrusions from the dream realm. Safe from Liliths attacks, she finally allowed herself the mercy of sleep…

“…Luna…” Lilith said, her tail stroking the younger Princesses cheek. “I heard you’ve been hunting succuponies, very naughty…”

Luna turned away. “Celestia is determined to cleanse the land of your kind.” She replied, looking out the window. “She wants to build a kingdom of harmony. Our defeat of Discord encouraged her, and I can’t say I disagree with my sister.”
Lilith used her tail to turn Lunas head back towards her. “Is it harmony if every race is subject to pony rule?” she stepped forward, breathing on Lunas neck, licking the heart imprinted there. “I’m sure we could convince her, my dear.” Lilith added, looking up again, tail waving.

Luna shook her head firmly. “No, Lilith. You’d only be proving her right. Give me more time, I’m sure I can find a way to compromise.” She kissed Lilith, then smiled. “Once we find a place for the succuponies, I’m sure Celestia will let me be the personal envoy…we’ll hardly be apart…”

“I should have enthralled her.” Lilith said to herself musingly, as Sapphire licked her nethers. The blue mare had proven to be quite easy to break in, and she almost regretted retreating after their session. If Pinkie had signaled the others, however, Luna would have come running. She wasn’t quite ready to face the Princess directly. “I enjoyed toying with Luna, but leaving her free will was a mistake. No, the moment they started banishing my sisters to Tartarus, I should have taken Luna and used her to get to Celestia. I won’t make that mistake again. Midnight!”

Liliths most devoted follower came to her side. Lilith smiled, seeing that Midnights pelt had turned to a healthy, dark blue. “I have a job for you…”

~

Rarity sighed as she looked around the room. Only three ponies and a dragon left. “Surprise, how could you sleep through Rainbow Dash getting captured?” she asked, shaking her head.

“I’m reallllly sorry, Rarity!” Pinkie Pie replied, giving her best puppy dog eyes. “I expected it to be loud and noisy but I didn’t hear a peep out of Rainbow until she was completely gone.”

Applejack shuddered, slightly removed from the group. This Lilith was taking out her friends one by one with seemingly no problems at all. She had faith in all her friends, but she never pictured Rainbow as the one who would fall. If what Rarity was saying was true, Lilith and Twi would be giving her a proper induction to the dark side. Could Applejack really face down Rainbow Dash when it came down to it? Would she really want to?

“I’m not interrupting, am I?” 

The ponies gathered in the room looked to the door as a new pony entered.

“Of course not, Cadence.” Rarity said with a smile. “Please, come in. We were just preparing our plan of attack.”

Cadence nodded, smiling at the ponies gathered.  “Looks like I’m just in time, then.” Her horn glowed pink, a stack of books floating with her. “Luna sent these books; she says that they’ll help you.”

Rarity took the top book, flipping through it, her eyes shining. “Yes! This is magnificent! With these spells, we’ll have an even chance against Lilith at last! Oh, thank you, Cadence.”

“I’m glad I could help.” Cadence replied, her gaze settling on Applejack. “I’m hoping this will all be resolved soon.”

~
The sun filtered through the window, casting an orange glow over the sleeping form of the Princess. Luna stirred in her sleep, rising all at once, casting aside the sheets with a single spell. Her horn still glowing, she turned to a darkened corner of the room.

“Hello Princess…” said the figure, stepping out of the shadows.

“Twilight…” 


> Capture -3
> --------------------------------------------------------------------------

“Her Royal Highness, Princess Luna of the Moon..and...her Royal Highness, Queen Lilith of the Succuponies.”
Princess Celestia managed to keep her face impassive as her sister walked in with Lilith. During the early days, once they had overthrown Discord, most of the ponies had joined with the new order of Equestria. There was still some minor conflict, and she had found that some species, like the Changelings, were unwilling to take part in the ideals of Harmony. It was an unfortunate day, when she had to banish their entire species from the land.

To be honest, she wasn’t sure she was up to the task of being the Sun Princess. Celestia and Luna…according to the legends, these were the first two ponies on the land, and every ruling pair since had taken the names for themselves. As long lived as Alicorns were, who knows how many times the names had been changed over. Despite her concerns, she was determined to prove herself worthy of the name she had taken upon herself.

Which is how she had arrived here. The Succuponies, like the Changelings, fed off the emotions of other ponies. Like the Changelings, they were capable of manipulating those emotions, however, they were much more powerful, and much more ambitious. As such, she had been seeking out Succuponies with Luna, catching them in the act and banishing them from the land one by one. She was still unable to get a confession from Lilith about her ultimate goal. Perhaps this is why Luna had-
“Sister, we need to talk.” Luna said, as they reached the throne. “I think we’re being a little bit hasty in our judgment of the Succuponies.” As Luna spoke, Lilith nuzzled her lightly; Celestia couldn’t help but narrow her eyes.

She rose from the throne, still unused to the flowing of her mane. “Sister, we have ruled together for many years. Together, we’ve defeated Discord, and brought peace to the land. You know that I have only your best interests at heart, and the best interests of all ponies. Surely you can see that Lilith and her kind do not. I’m not sure what kind of spell you’ve placed on Luna,” Celestia turned now to Lilith. “But I have faith in her. She will make the right decision.”

Luna started, about to speak, but Lilith’s tail, long and flexible and so alien to other ponies, pressed against her mouth. 
“A spell, my dear Princess?” The succupony smirked. “Believe me, if I had enchanted Luna in some way, there would be no doubt in your mind. Luna choose to support me of her own free will.” Her smile grew only wider. “Your subjects enjoy the company of my sisters, and who are we, as rulers, to deny our subjects? I wonder if you’re becoming as much a tyrant as Discord was.”

“Lilith!” Luna said, moving between Celestia and the still smirking succupony. “That is…Celestia cares about all of her subjects! We’re here to address her concerns, remember?” she turned to her sister, her face apologetic. “Forgive her, please, sister. She’s concerned for her subjects, as am I. Can they not live in the Everfree Forest? Or perhaps to the north? So close to the Crystal Empire, their needs may not be as great.”

Celestia shook her head slowly, already seeing the answer on Liliths face. For the briefest moment, Lilith had flinched. Why is what was so plain to her not clear to Luna? She must be patient with her younger sister, allow her to learn, otherwise she may rebel, and what would the Sun be without the Moon to follow? “I’m afraid that is likely not an option. The area around the Crystal Empire is a frozen wasteland, and I would not send anypony to live there. As for the Everfree Forest, the magic there is still wild, and even ponies of their considerable skill would have a difficult time surviving. As long as the succuponies only…pair with the willing, they are welcome in our borders. However, any of them seen forcing their will upon any of my subjects will be dealt with swiftly.” She finished her statement with a hard glare to Lilith, who didn’t falter in her smile, merely bowed.

“I’m glad we had this talk, Princess Celestia. You’ve made much clear to me. Come, Luna, shall we spend some time together before the nightbreak?”

Celestia could only watch as her sister, the one most precious to her, walked out of the throne room with perhaps the greatest threat to Equestria since Discord himself…

Princess Celestia studied the letter, her brow furrowed.  Cadence had left the Crystal Empire to help Twilights friends. While she felt that love would be an effective counter to the powers of lust, it left the Empire weakened. Shining Armor had remained, using his magic to shield the empire. Fortunately, it didn’t need to be a physical shield, like during the Changeling invasion, but merely strengthening the magical wards already in place. Despite this, for the Crystal Princess to leave the Empire during such a grave threat worried Celestia immensely. 

Of course, the entire situation had her worried. She looked around the throne room, at the bustle of the day. The guard had offered to double shifts, but Celestia had assured them that such actions would not be necessary. Truthfully, she doubted any number of guards could protect against Lilith once she came for the capital. Her hopes laid in Rarity, Cadence, and Luna; if they could not find a way to rescue Twilight and stop Lilith, Celestia wouldn’t even have the benefit of the Elements of Harmony this time. 

If Lilith did attack Canterlot, she would only do so once she was certain she could take the throne.  Considering her actions so far, Lilith would likely come with Twilight and all of her friends bent to her will. That was something Celestia wasn’t sure she could face. As much as she hated to admit it, even to herself, she was even more afraid that Lilith would also turn her own sister against her…

The champion of Harmony would stand alone. Yes, Lilith would find that to be quite appropriate. Celestia left the throne room, headed towards her private library.

> Capture 9
> --------------------------------------------------------------------------

Pinkie Pie hummed to herself as she stirred the batter. Everyone seemed so upset about what was happening. Her friends were disappearing one by one, and it didn’t seem like there was much anyone could do. Pinkie had faith, though! She knew that all of her friends would be together again soon, and that they’d kick Liliths tail outta Ponyville! It was just a matter of keeping everyones strength up.  So that’s why she was busy baking a cake for everyone to share. Twilights kitchen wasn’t as well stocked as hers, but she had a way with cake. It wasn’t long before she was happily skipping out, beaming.

“Cake! I have some cake for everyone, so dig in!” she said energetically, keeping the plate balanced on her nose. She set the cake on the table, but no one really seemed interested. Applejack was sulking in the corner, and Rarity and Cadence had their heads pressed together, reading from the books Cadence had brought. “Come on! You guys gotta eat, right?”

“Sugarcube, I think we’re all a little too worried to eat right now.” Applejack spoke up, her voice shaking. 

Pinkie Pie frowned a bit. “B-but eating always makes me feel better! Just one slice of cake, please?”

“I think this spell ought to work. It looks like a basic ward.” Cadence set the book down, and Rarity nodded. 

“Yes, I quite agree. Applejack, Pinkie, can you move that table?” without even looking up, Rarity waved a hoof in the direction of the table where Pinkies cake was resting. Applejack sighed and rose to her hooves. 

“Come on, Pinkie, the sooner we get this out of the way, the sooner they can do their fancy magics and get this all over with.”

Pinkie joined Applejack, and together they pushed the table back towards the kitchen. Meanwhile, Cadence and Rarity were drawing lines on the floor with chalk and murmuring to each other. Pinkie could understand that her friends were all busy, but she wished they’d try just a little bit of cake.

“I know that look.” Applejack said, as she pushed the table to the wall. “Pinkie, ya gotta understand. Cadence and Rarity are working real hard to save everyone. We’re all super worried about Twilight, Fluttershy and Rainbow.”

“I know! I want to help, too, and that’s why I made the cake. I was hoping to cheer everyone up and give them some energy. I guess it’s a bit too soon, huh?” Pinkie replied as they stepped back. “Well, the next best thing to eating cake with your friends is baking cake for your friends! I’ll get back to work!”

Applejack gave her a funny look. Kind of a cross between a laugh and a sad face.“Yeah, you do that, Pinkie…”

“Applejack, don’t worry.” Pinkie said energeticly, “We’re going to find Twi and the others, no problem!”

“Applejack dearest, can you come help us with this?” Rarity’s voice lilted from the other room. Applejack tilted her hat at Pinkie.

“I’ll see if I can get them to have some cake. I think we could all use some cheering up today.” Applejack turned and headed into the other room.

Pinkie smiled to herself and hopped back over to the stove. Maybe some cookies, that would certainly be easier to-

“Ohhh, leg-twitch and eyebrow wiggle!” Pinkie looked around in surprise. “That means that we have a visitor!”

“Yes, you most certainly do.” A familiar, seductive voice said from the shadows. Out came Rainbow Dash, wearing a wide smile on her face. “I’ve been waiting for this for awhile.”

“Rainbow Dash! You’re okay!” Pinkie was over to her friends side in a second, hugging her tight. Then she pulled back, taking a deep whiff. “You smell different, though. Kinda tangy. It’s not a bad smell, though, don’t worry!”

Rainbow Dash looked surprised, then laughed. “Same ol’ Pinkie, it looks like. But don’t call me Rainbow Dash anymore.” She tossed her mane; the colors were starting to blend together into a deep, dark blue. “The name’s Sapphire.”

“Sapphire? I thought that I was supposed to call you Firefly. Wait, is that right? I don’t…” her babbling was interrupted by Rainbow kissing her deeply. For a moment, it felt really, really nice, but then Pinkie remembered what had happened and pushed back. “No, no, wait, that’s not right. Rainbow, Lilith has got your head all messed up!”

Rainbow snickered a bit, advancing on Pinkie Pie. “Not at all. Mistress Lilith has given us a great gift, one that we’d really like to share with you.” She stopped in front of Pinkie, “I know I want to thank you for everything you’ve done for me, and I think there’s someone else here who wants to thank you…” Rainbow stepped aside as a second mare came out of the shadows.





“Twilight…” Luna said

Midnight shook her head. “You know that’s not who I am anymore. I’ve become so much greater now. So much more. Lilith has shown me power I never imagined.” 

It showed. The former bookish pony had a new gait, and Luna could almost feel the lust rising off of her. Luna restrained the urge to step away, to flee, and the opposing urge to move closer, to see just how much of her former lover was in Midnight. She had to stay strong, for Twilights sake.

“Twilight Sparkle, you can fight this! You can fight Lilith. Don’t let her control you, make you into something you’re not.” Luna pleaded, holding her ground as Midnight sauntered closer, smiling. “Celestia and I have been working on spells, a way to break Liliths power. With your help, we can still save Equestria from her.”

Midnight closed the distance between them as Luna finished, laughing softly. “Princess Luna, Lilith has told me all about your relationship with her, back then. How much time you spent together, how you longed to be close to her. She knew you would be worried about giving in to your…urges, so she sent me to help you.”

That was too much; Luna took a few steps away from Midnight. Lilith knew Luna would be suspicious if she came herself, but by sending Midnight, she no doubt hoped to get Luna to lower her guard. 

“You have nothing to worry about, Luna.” Midnight was keeping easy pace with her. “I’m not a succupony. I’m not going to steal you away. I just want to help you relieve some…tension.” Midnight cooed, her lips finding the heart inscribed on Luna’s neck.

Luna gasped out as Midnight kissed her neck softly, teasingly. It was almost like being with Lilith again. She could feel her desire, the heat she’d been carefully keeping at bay, rising up, eager to be let loose. “Twilight, you need to…” Midnight silenced her with a kiss; a deep, passionate kiss that Luna was all too happy to share in.  

Midnight guided her down to the bed firmly, very clearly in control. Her kisses trailed down Lunas cheek to her neck, licking along the way. “Call me Midnight.” She whispered in the Princesses ear, nibbling lightly.

“Mmm…Midnight…” Luna gasped out, her head awash in pleasure. Her entire body was pulsing with long denied warmth, and she was past caring, past self control. She needed this. Midnight suckled the tip of her ear, then grinned, breathing lightly on it as she whispered. 

“Of course, I can’t let you have all the pleasure. Fortunately, Mistress Lilith gave me something to share…”

Her horn and eyes glowed red as she moved her body up, positioning her warm, alluring nethers over Luna’s snout. A glimmering red dildo appeared down between Luna’s hind legs, rubbing her softly. It was clear what Midnight wanted, and Luna got just a glimpse of the magical circles on her flank, and recalled for just a moment what those marked Midnight as, before lips met lower lips. Midnight moaned softly as Luna began to lick in slow circles. In one smooth movement, the dildo slid inside of the Princess, pleasure blossoming through her and spurring her on. She licked faster, kissing Midnight’s pussy hungrily, the red length pumping inside of her.

“MMmmmm…” Midnight moaned, shifting her rear to press against Luna’s tongue. “Deeper, Princess. Let your lust really take hold.” the dildo pushed in deeper, harder, sending jolts of pleasure up her spine. Luna gave a muffled moan in response, taking a hold of Midnight’s flanks as her tongue probed deeper, strong feelings of lust and need pulsing through her, heating her blood. 

The sly smirk on Midnights face grew as a red shine came from the dildo buried in Luna. The pace increased again, each thrust going deeper.  The waves of pleasure and heat filling Luna grew stronger, and Midnight’s horn and eyes glowed brighter. Luna was practically suckling at her marehood now, little gasps and moans slipping out of the corners of her mouth.

“Just a little bit more, Luna…I’m so close…” Midnight panted out. She leaned down a bit, whispering “Take it all in…” The glowing red length pushed in deeper, and Luna closed her eyes, her licks and kisses growing more frenzied. The dildo pulled back, then pushed in hard and slow. Midnight moaned out loudly as Luna’s licking pushed her over the edge of pleasure, and the red glow from the dildo strengthened. It kept pushing in, the back of it passing Luna’s nethers as it entered completely. It was Lunas turn to moan out as an explosion of pleasure burst through her body.  The warmth from the dildo spread through every nerve, heightening and extending her orgasm. 

Midnight clambered off of Luna as she bathed in an afterglow that seemed to last an eternity, finally settling down to just a warmth in her belly, then just a tingling to her skin. She sat up, out of breath, looking at Midnight.

“I hope you feel better.” Midnight said alluringly, her tail waving back and forth. “Of course, if you’re not quite satisfied, you can always come back with me. I’m sure Lilith will be happy to cure your ache…”

Luna shook her head. Though she was still feeling the aftereffects of that…wild…session, she was thinking much clearer now. It was obvious that holding her lusts in check had been taking a lot of her focus.  “No, Midnight. I’m still intent on stopping Lilith, before she can do any more damage to Equestria. You can help me, you don’t need to depend on her for these feelings.”

Midnight only smirked as she slipped back into the shadows. “You can’t lie to yourself forever, Luna. Lilith knows your true heart, and the sooner you accept that, the happier we’ll all be…”

> Capture 10
> --------------------------------------------------------------------------

“A gift! How exciting!” Pinkie Pie said, as Rainbow Dash, or Firefly, or Sapphire stepped to the side, allowing a new mare to step into view. “What is-ohhh wow, look at you!” she exclaimed.

Fluttershy smiled, lowering her head a bit. “You really like it?” she asked; her mane and tail were streaked with red, and her pelt had become a much darker yellow. “Mistress Lilith said to call me Shade…”

“Shade? That’s kind of a funny name.” Pinkie Pie said with a laugh, though this one was much more nervous. Two of her friends all messed up by that succupony? She already knew that, of course, but seeing them here made her all kinds of worried. Would it be Twilight popping out next?

“The gift Mistress Lilith gave us is the gift of true pleasure.” Rainbow explained, as she joined Fluttershy. “And you can see what a great gift it is. Shade used to be so shy, so uncertain. Well…she still kind of is, but isn’t it so much…hotter now?”

Fluttershy took a couple of steps forward, raising her eyes slightly. “Pinkie…I feel so warm…” she said softly, her breathing growing heavily. “P-please, let me share some of my pleasure with you. It will feel so, so good…” she licked her lips, just inches from Pinkie. Pinkie had to admit, the sight sent warmth across her cheeks and down between her hind legs. In one swift, surprising moment, Fluttershy had closed the distance between the two of them, kissing Pinkie deeply. This time, she had a hard time finding a reason to break the kiss.

“Mmm…” the pair of them said as they shared the kiss, Pinkie’s growing more wild, so much that Fluttershy was having a hard time keeping up. Fortunately, it seemed they had planned for that, and Fluttershy drew back, only to be replaced by Rainbow, who was much more energetic. She pinned Pinkie to the floor eagerly, her tongue slipping into the sweet ponies mouth.

“Oh, Rainbow…” Pinkie panted, between kisses. “I don’t…”

Rainbow laughed and kissed her again, shaking her head. “Don’t even think about it, Pinkie. Just enjoy it! We’re both here to make you feel very, very good.” Satisfied, Rainbow resumed her oral attack on Pinkie Pie, their tongues tangling.

Pinkie Pie was feeling pretty great, but not so much that she forgot what was going on here. Her friends were just in the other room. If she could find some way to get their attention, then

She laughed as she felt a light brush on her hoof; Fluttershy had nosed it gently to the side, and it tickled! What was her formerly shy friend up to? She nosed the other pink hoof to the other side, and before Pinkie could think that much about it, Rainbow kissed her even harder. 

It was clear in a moment what Fluttershy was planning, as her hoof stroked over Pinkies honeypot gently. Pinkie had felt pleasure before, of course, but somehow, this felt even better! Fluttershy kept stroking up and down, and around, as Rainbows tongue explored Pinkies mouth. The blue mare pressed herself against the pink even harder, their bodies rubbing as the kissing intensified.

“Well, now, isn’t this cute.” A tail brushed through Pinkies wild mane. Her eyes widened as she caught a glimpse of a black pony standing over her, smirking.

“mmmpmmthhhh…” was all she could manage, not entirely willing to break the kiss with Rainbow Dash.

Lilith chuckled softly as she walked over to Fluttershy, who was quite intent on her task; Pinkie was already showing her arousal quite clearly. “Can you feel the love your friends have for you, Pinkie? They just want you to feel the same things they feel.”

Pinkie didn’t even try a witty retort this time; just a muffled moan. Rainbow was stroking her body in all the right places and Fluttersh…no, Shade, Shade’s touch sent jolts of pleasure up her body. Shade and Sapphire really were sharing such an amazing gift with her.

Lilith watched for several minutes as the two ponies pleasured their friend. As the moment went on, Pinkies body relaxed as she started to lose herself to the pleasure. Her cheeks were flushed, and Shades hoof was starting to come away quite wet. Lilith put a hoof on her shoulder, and Shade pulled away, replaced by Lilith. Shade took her spot at Pinkies hooves, licking them tenderly and lovingly as Liliths tail traced around Pinkies entrance. 

“I think it’s time, Pinkie.” She whispered. “Just relax and let the pleasure carry you…I promise you’ll love it.” Her tail plunged in, working in and out rapidly. Pinkies eyes rolled up in her head as the pleasure she was experiencing grew that much more intense. 
Sapphire held Pinkies head in her hooves as they kissed, the pink mare loving every moment.

Lilith’s tail pushed in deeper as Pinkie’s pleasure reached a crescendo, her eyes glowing red as Pinkie’s mark was replaced with her own. All four mares panted heavily with the shared experience of the orgasm, and Lilith leaned back, closing her eyes. With Pinkie Pie’s…rather energetic essence, she now possessed four of Celestia’s prized Elements. She was so close to victory, she could-

She was blasted backwards by twin beams of magic.

“Get away from my friends, you…you…tramp!” Rarity shouted, a second ray of burning energy shooting from her horn. A magical circle appeared under Lilith, and in a moment, she was behind Rarity and Cadance.

“What’s wrong? Are you that eager for your turn?” she asked, tracing a tail over Rarity’s ear. She…was bucked across the room by Applejack.

“Don’t you lay a hoof on her!” the farmmare shouted, her cheeks flushed with anger. Cadance’s horn glowed pink, a shimmering pink dome surrounding the three of them.

“Tut, tut. I’m not quite ready for you, Princess.” Lilith said, as Sapphire and Shade brought the exhausted pink mare to her side. “But I will have you soon enough. Oh, the delightful things I will have you do…” she shivered pleasantly.

“That will never happen.” Rarity said firmly, her horn glowing. “I’m taking back my friends, now. Cadance, the array!”

The Alicorn and the Unicorn shot narrow beams of magic at the ground, tracing a magical circle. Lilith’s playful expression faded in a moment.

“You can’t use that magic, hunter. You’re not strong enough, not even with an Alicorn helping. Especially when I do this.” Her eyes flashed a deep red, a circle appearing beneath her feet. A burst of red energy spread across the room. When it reached the barrier, it faded somewhat, but it was still strong enough to bring the mares to their knees, panting with a sudden, strong arousal.

Lilith chuckled. “That’s just a taste of what I can do, my dears. I’d love to stay and show you more, but my student needs me.” With another flash of magic, she and her converts were gone.

“Don’t you…damn!” Applejack said, reaching them too late. She stomped her hoof on the ground, looking back at the others. “Now what, Rarity? We can’t stop her from taking our friends. Nothing we do has worked.”

“Now?” Rarity said, her tone surprisingly light. “Now we just might have a chance.”

> Capture -2
> --------------------------------------------------------------------------

Lilith let out a soft moan as Luna licked her gently. Such a good mare; not for the first time, she considered plunging her tail into the nethers of the Princess. With the lust that was emanating from Luna, Lilith was sure that she could make her into one of her Enthralled. The thought of the power of the moon feeding her magic gave her a little shiver. The moon, and then the sun, and with them the fabled Elements of Harmony. She closed her eyes, picturing it in her head. Celestia, once so brazen and determined, reduced to a puppy at her hooves, begging for her touch. Luna…oh, Luna would become the face of her new world. Right now, Luna was just her lover, but once Lilith had enough power, she could become so much more.

It was too soon, though. If Lilith tried and failed to take Luna, or even if she succeeded and it wasn’t enough to overpower Celestia, that would be the end. The Elements were too large a variable. As far as Lilith knew, all of them needed to be working in concert, so in theory, incapacitating Luna, separating her from Celestia, would disable them. She should send the Moon Princess away while she gathered enough power to be sure of her victory. However, Lilith would miss her too deeply, and besides…why go through all that trouble? Her tail traced around the heart on Luna’s neck before lifting her chin. It was always nice to see that little expression ponies made when they met her glowing eyes.

“Luna.” She cooed gently, a smile on her face. “You know Celestia’s jealous of the bond we have? That’s why she has been hunting out Succuponies. She wants to hurt me.”

The expression on Luna’s face was priceless. The surprise, the hurt at her sisters ‘betrayal’, the concern for Lilith, and, of course, the complete trust. Lilith almost felt bad about manipulating her…well, almost. It really was for Luna’s own good. Enthralling her was too dangerous for the moment, but Lilith had other ways to keep ponies close.

“That’s…” Luna was saying, trying to find some reasoning, some explanation. Lilith couldn’t well have that. She moved her head closer, to give Luna a stronger dose of magic.

“You know it’s true. You know that I love you more than she ever will.” Lilith whispered, a smile spreading across her face as she saw the acceptance in Luna’s expression. “And she can’t stand that.”

Luna shook her head. “I can’t believe that Celestia would go to such lengths because of her jealously. How could I have been so blind.” She let out a sigh, and Lilith pulled her closer with her tail. 

“There, there, Luna.” Lilith said soothingly, stroking her mane. “Celestia will come around, you’ll see. When she sees how much you care about me, she’ll understand.” As she spoke, her eyes shimmered with magic. “And you do care about me, don’t you?”

“Of course, Lilith! More than anything.” Luna replied, looking up at her lover.



Lilith murred to herself as her latest acquisition lapped at her energetically. It was good to be Queen, she thought, rubbing the pink mane of the one she had named Desire.  The castle was being filled once more with the sounds of passion; Shade and Sapphire were playing with each other in nearby room, and Midnight was with a few other ponies Lilith had brought in, teaching them how best to serve their queen.

The Alicorn was constantly surprising Lilith with the spark she possessed, becoming a very useful follower. In some ways, she reminded Lilith of a young Luna, which brought to mind the closing days of her previous reign. She had been overly cautious, slow to act when the situation called for boldness. It was a lesson she had learned from this time around, to great effect. 

Still, the capture of the pink one had been a close call.  The Hunter was proving to be more skilled than Lilith had anticipated; even with her countermeasures, the young hunter was moving closer to her. 

“My Queen, you seem troubled.” Her servant said, her head bowed low. Lilith looked sideways, to the cowled pony. Perhaps another weakness of hers, but this one had earned her free will by giving her Midnight. For now, at least…

“We move closer to victory, thanks in no small part to your efforts.” Lilith purred, letting out a sigh. “Ah, the feeling of a devoted tongue, it has no match. Would you like some…service, as well?” The cowled pony rose, shaking her head, and Lilith chuckled. “No, I suppose you have your own preferences. As I was saying, while we move closer to victory, our enemies are gathering power. The time has come, I believe, to up the ante.”

“How so, my Queen? Say the word, and I shall be there.” Her servant replied softly, with a deep bow.

Lilith laughed, her tail lifting the chin of the pony. “No, not you, my dear. While you have been of immense help, you do not possess what I require. No mortal pony does.”

The response was slightly delayed, but with a sharp intake of breath, the pony drew back. “You said that you wouldn’t be ready to attempt that. Your strength has not been regained enough.” The pony spoke quickly, a note of fear in her voice, along with a few other emotions Lilith did not like to see in her servants.

“I had not expected to capture a powerful pony so soon. It’s accelerated my plans. Why does this bother you so? You knew it would come to this, for me to take my rightful place.” Lilith waved Desire off, rising to her hooves. “The work I set in motion so long ago is reaching fruition, and Celestia’s attempt to end the Succuponies shall at last fail. This is a moment of celebration!”

The hooded pony shook her head, still backing away slowly. “Please, don’t do this. You don’t have to. Bring the other elements in. Defeat Celestia, just don’t-gaahhh…”

Liliths eyes narrowed, glowing a deep crimson. “You betray me? You’re the one who lit this flame. What I do now, I can only do because of you.” The pony fell to her knees, panting as Lilith magic assailed her body and mind. “I’ve been lenient, because you were faithful before my return. But I believe it’s time…” her tail whipped about. “To bring you fully into the fold.”

With a sound like a whip cracking and a burst of light, the cloak fell to the floor, empty. Lilith approached it, lifting it with her tail. The rear was soaked through, but obviously her escaped servant had more will than she expected. “Not that it matters.” She said, with a widening smile. “You’re too late.”

> Capture 11, Part 1
> --------------------------------------------------------------------------

“Oh, Applejack, help us…” the cry came from the shadows, and Applejack ran towards the sound.

“Ah’m coming, girls! Don’t you worry, I’ll get you out of there!” she rounded the corner, coming face to face with a pair of glowing red eyes. A seductive, echoing voice spoke

“You are too late, Applejack. They are feeling the pleasure of serving me…and I can see how much that excites you.”

“No-no! Not at all. I’ll-“ the shadows parted, and Applejack could see Lilith, holding several long ropes. At the end of each of them was one of her friends. Applejack took a step back, shuddering. So powerless…

“You don’t want to save them. You want to watch them fall, one by one, into my hooves.” Lilith’s voice still echoed as she spoke, a smile on her face. “You know it in your heart, that I am more powerful, more cunning, and you yearn to offer yourself. Come to me Applejack…darling…Applejack…”

“Applejack!”

“No! Wh-wha?” Applejack sat straight up, almost hitting Rarity in the face. “Oh, it’s you, Rarity. Ah’m sorry, I was jus’ having a bad dream…” Applejack shook herself quickly, putting those images out of her mind. 

Rarity smiled slightly. “Don’t worry. We’re all worried, and I’m sure it’s creeping into our dreams, as well. Come along, the Princesses have arrived.”

A few minutes later, her mane combed and hat donned, Applejack joined Rarity in the main room, where Celestia and Luna were sitting with Rarity and Spike.

“Are you feeling better?” Celestia asked, concerned. Applejack nodded, and Celestia smiled. “Good. Rarity has some news that may help to lighten your heart.”

Rarity cleared her throat, stepping forward. “You’ll remember, Applejack, when we were fighting with Lilith…” And losin’ Applejack couldn’t help but think to herself. “That me and Cadence utilized a spell. Based on Lilith’s…rather strong reaction to it, I believe we stumbled upon the very thing we’re looking for.”

“Lilith’s magic is not like ours.” Luna explained, looking around the room. “As such, she has some resistance to normal magic. Even the Elements of Harmony couldn’t fully defeat her, or the Succuponies. That’s why…” Luna hesitated, and after a moment of looking to her sister, Celestia picked up.

“The unicorn scholars of the time, including some of Rarity’s ancestors…” Celestia gave a nod to the unicorn. “…discovered ancient, primal magic, much more like Lilith’s. In time, we learned that it held the key to defeating Lilith, and we used one of those spells to seal her in the book Twilight found.”

Rarity nodded in assent, “While most of those spells were lost, few have been handed down through both the Princesses, and my own, noble bloodline. Cadence believed she’d found the sealing spell, and with the way Lilith reacted to the part of it we completed, I am now nearly certain she’s correct.”

“So, does this mean that we can finally stop Lilith?” Applejack asked, her tone hopeful for the first time. “We can git our friends back?”

Luna nodded, a slight smile to her face. “I believe so. Lilith’s magic binds them to her, but once that magic is broken, they’re restored.” She looked at Celestia, who responded with a warm smile of her own. “They become whole again.”

“Then what are we waitin’ for?!” Applejack exclaimed, “We’ve gotta finish that spell, and send that no-good succupony packing!”

Luna let out a heavy sigh, turning back to the others. “It’s still a dangerous operation. The spell takes time to complete, and during that time, the casters are vulnerable to Lilith’s power. Cadence has gone to see if she can glean any more knowledge from the tomes in my library.”

As if on cue, the door opened, and Cadence stumbled in, panting and shaking. Her eyes widened as she saw the collected ponies, then she collapsed to a heap.

“Cadence!” Celestia said, the ponies rushing to her side. Luna lifted her up, and Cadence looked at her. “Luna…I’m sorry. I didn’t…I couldn't stop it...” her breath escaped in a sigh, her eyes closing.

“What happened?” Rarity asked, looking to the Princesses. Applejack just stared down at Cadence, her nostrils flaring. She knew that smell, the smell that had been haunting her dreams and fantasies for days now.

“Lilith.” She whispered.

> Capture 11, Part 2
> --------------------------------------------------------------------------

“What is this place?” Midnight asked, following behind Lilith.

Lilith smiled, looking around at the ruined stone walls. “An old temple.” She replied, her tail tracing over the features of a nearby statue. She could almost hear the cries of pleasure, smell the scent of arousal on the air. “Once, the center of a great kingdom, before Celestia took it away from me.” She growled lowly. She would see to it that Canterlot became her new seat of power, that the gleaming castle would be twisted into a new Succupony Temple. That was all in the future, though. A future that Lilith was setting into motion right now. 

The two followed the winding halls for several minutes, before finally stopping before an ornate door. “Good, it’s still in place.” Lilith cooed, her tail slipping into the hole between a carved pony’s legs. A great rumbling sound followed, and the door swung open. Lilith entered, Midnight close on her hooves. As soon as both were inside, the door shut, flames coming to life around the room. In the center of the room was a magical circle, and it was here that Lilith led her follower. 

Midnight looked around, confused but clearly interested in her surroundings. The feel of magic was heavy here, and she turned to Lilith as the succupony took her place next to her. “What are we doing here?” she asked curiously. 

Lilith didn’t respond at first, her eyes closed as she focused. The magical circle hummed to life around them, magic tracing around it. “It’s time, my dear Midnight, to advance my plans.” Lilith said, her eyes opening, glowing with magic.  The energy in the air responded, and in a flash of light, the two were gone.

They reappeared in another magical circle, in what seemed to be a cave. The floor dropped off several feet away, and when Midnight glanced down, she could see flickering flames in the depths.

“Come, Midnight.” Lilith said, stepping off the circle lightly and headed for the exit. Midnight followed, and when they passed out of the cave, they entered a massive underground area. The flames were much clearer here, dancing up along the walls, and soft, low moans could be heard. A few ponies approached, ponies who were a bright red, with horns, wings, and a tail like Lilith.
“Queen Lilith…” the lead one said in a low purr. “How good to see you. We’d heard you’d been freed.”

“That’s right, my dear daughters.” Lilith replied, smiling at them one by one. “After waiting so long, we will soon be free at last. We will have our revenge on Celestia, and reclaim our kingdom. To that end…” she nodded at Midnight, who stepped forward. “I have brought this one for the final rite.”

The succuponies giggled softly as they circled around Midnight; just being around them, she felt a strong arousal growing within her. “Yes, we like her.” One said, a cloven hoof running over her body. “Come, come. We have much to show you.”

Midnight was pulled along by the succuponies into a nearby cave, with Lilith close behind. They pushed Midnight back unto a stone slab engraved with runes, the lead one standing over her, eyes burning red. A moment later, the two were entangled in a deep kiss, the succupony then trailing her kisses down Midnights cheek and neck. Others were kissing her hooves, her stomach, her sides, leaving little spots of heat all over her body. 

“Sink into the pleasure, Midnight.” Lilith whispered into her ear. “Let them show you how strong the flames of lust can be.”

Midnight moaned softly, the succuponies stroking and licking and kissing. Lilith smiled, moving closer. “Offer yourself to me.” She said, her tounge lapping over Midnights already dripping lower lips. She kissed deeply, tounge snaking in as a succupony positioned herself over Midnights mouth.  Midnight wasted no time in partaking of the offering, kissing and licking.

As she twisted and moaned, the runes alit with magic, energy thick in the air. Several black tails wrapped around her as the scene of passion played out, embracing her tightly as she moaned. She could feel the heat of the moment coursing through her body, and she embraced it. Slowly, a set of black horns curled up around her head.

Lilith paused, looking up with a smile. “Goooood…” she purred, licking her lips. “Just a little bit more.” She plunged right back in, her lips sealing around Midnight’s mound, her touge reaching deeper than before. Her tail tangled with Midnights new thin, leathery one, as red coloration spread up from her mouth. Soon, her follower’s body was a rich red, save for black cloven hooves and black, batlike wings pressed to her side. Lilith licked deeper, harder, as Midnights back arched. 

All the succuponies came at once, along with Midnight, the energy reaching a peak. Midnight let out a long moan, eyes glowing red. As the afterglow faded, her eyes settled down to a simple crimson, dark purple rushing over her coat. The succuponies withdrew, and Lilith stepped back, allowing Midnight to rise to her hooves, new tail waving behind her.

“Midnight…” Lilith whispered, her tail stroking her cheek. She was feeling a little weak, no doubt an effect of the ritual; she had granted her faithful servant a certain amount of power that she once held, after all.

Midnight reached her tail out as if she had been born with it, running it over Liliths side tenderly. “Thank you, for this great gift.”
Lilith smiled down at the newly reborn succupony. “I hope you will use it to great effect.”

> Capture 12
> --------------------------------------------------------------------------

It had been hours since Cadance had appeared on the doorstep of the library. Rarity and Celestia were with her, waiting for her to awaken, and Applejack had headed back to the farm, saying she had something she needed to take care of. As for Luna, she was pacing to and fro across the library. She felt so...powerless. No, it was worse than that. All those years ago, she'd been the one who allowed Lilith to gain so much ground. If it wasn't for her, the situation may not be as bad as it was now.

With a heavy sigh, Luna left the library. It wouldn't be for long, she just needed a walk to clear her mind. She headed north, towards a small rise she knew of that provided an excellent vantage point to see the night sky.

The town was silent, and so her trip did not take long at all; she came to a stop at the top of the rise, looking up. She had missed gazing at the moon and stars, during those thousand years. There was so much beauty in the night sky...and in the world around her. That was something Luna had learned after her return. She had gotten so caught up in perfecting the night, she'd forgotten there was more to the world. She still was unsure how much of that was the dark prescence and how much was her...

When her thoughts were interrupted by a magical hum, Luna was grateful. When she saw the source of the magic, however, the relief was replaced by a mixture of emotions. Shock, fear...and...

"I see you're still trying to keep your feelings bottled up." Lilith cooed as she walked foward, wisps of smoke rising from where the magical sigil had burned into the ground. "Don't you think it's about time you embraced how you feel about me?" her tail stroked Luna's flank lightly.

"How I feel about you." Luna repeated, trying and failing to keep her voice even. Just seeing Lilith brought up the old feelings of desire, and her touch? It was unbearable, gnawing at her resistance by the second. "You decieved me, tried to use me to conquer Equestria."

Lilith snorted derisively. "There was no deception. What we shared was the most honest, meaningful thing you've experienced. Raw pleasure, pure and unbridled." 

Those words sent a thrill through Luna, a pulsing heat rising up from her nethers. She grimaced, trying to bring her roiling emotions under control. It was a losing battle, though, as it always was when facing Lilith.

"Well, if your mouth isn't honest, I can see a part of you is." Lilith remarked, walking around Luna with a wide grin. She lowered her head, slowly licking the juices that had already accumulated between Luna's hind legs. Luna moaned softly, her eyes closing as a wave of pleasure washed over her. She needed to stop this, to get a hold of herself before she did something she would-

Lilith's tounge snaked between her lower lips, and Luna gasped out. She could feel every stroke, every twitch of that long, probing tounge. And was it ever long! Luna could feel it move deeper and deeper inside of her.

Behind her, out of sight, Lilith's eyes opened, shining red. At the same moment, a glowing red sigil appeared on Luna's belly, and a powerful force of lust and pleasure crashed over Luna.

Come now, Luna. Lilith's voice echoed through her thoughts, no less seductive even in chiding. Why keep on fighting this? You know you love it.You know you crave to feel this, every moment of every day. To live in this lust...embrace it, sink into it.

The very thought of fighting it was becoming distant in Luna's mind. Every time she considered it, there was another rub from inside her, or a twist of Lilith's tounge. It would spike the pleasure she was feeling, and throw off her train of thought. The arosual tingled throughout her body, and bit by bit she was giving in to the pure, blissful pleasure.

There was another sort of feeling that crept up on her as she sank into the pleasure. It was like something flowing out from inside of her, spreading across her body, and she couldn't pinpoint from exactly where. It didn't seem to matter, though. The more of it she felt, the more pleasure she felt. The world around them faded as her pleasure grew, inviting her to give into it, to allow herself to feel it more intensely than she had ever felt anything.

Luna couldn't resist the invitation any longer. She gave herself over to the lust and the pleasure, and in return, it took her away. Every other sensation slipped away from her, and she seemed to become one with the warm, radiating pleasure...
Lilith withdrew her tounge, licking her lips. It was a shame to do this to her dear Luna, but it was for the best. "Well?" she asked.

Luna's body stretched, and her eyes opened, a red glow. "Oh, it feels sooo~ nice! Thank you! Of course, Princess Luna is enjoying herself, too. Her arousal, mmpth!" The sigil on her belly was duplicated over the moon on her flanks, though both soon faded, along with the red glow in her eyes. 

"You're welcome, my daughter. You may enjoy your new body for a time, but don't tarry. We have work to do." Lilith turned, headed down the hill. "And remember what I said." she added, not looking back.

"I know, I know. Don't break the tie with the artifact. But she's so delicious, and this body..." 'Luna' whined. "Can't I-?"

"No." Lilith interjected, a bit more forcefully than she intended; 'Luna' took a step back as the magic radiating from Lilith's body flared up. Lilith took a moment to calm herself and reign in her magical aura. "Both Princesses are mine. Besides, I plan to return all of you to this plane soon, along with all your powers. Even an Alicorn is no match for your true form, correct?"

'Luna' nodded eagerly. "Of course! It's just, after thousands of years...I won't make the same mistake again." she assured Lilith.

"Excellent. Your younger sister should be finishing her first meal. Do attend to her, and try to keep yourself under control. I have a few more matters to attend to..." Lilith paused for a moment, before teleporting out. 'Luna' shrugged, taking a deep breath. 

"Right. Think pony thoughts. Think pony thoughts." she repeated to herself, headed back down the path.
> Capture 13
> --------------------------------------------------------------------------

"Ahh...that's it..." 

The rest of the farm was empty; Applejack had seen to that. Her family was off visiting relatives in another town, at her insistence. If Lilith got a hold of them...

"Mppth!" The mixed feelings of arousal, horror, and shame at her arousal hit her again like a wave. Applejack had been dealing with these emotions pretty much throughout this whole adventure, and not very well. She wanted to protect her friends, naturally. She would do everything in her power to do so. So then why, why did she get these dark thoughts?

"Just a little more..."

"Oh, somepony's enjoying herself."

Applejack looked up from the hoof on her nethers, hearing a sultry, yet familiar voice. There's no way it could be... "Twi?" she inquired, trying to see into the shadows.

"Oh, not exactly." what walked out of those shadows was assuredly not Twilight Sparkle. The shape was right, to be sure, but there were several additions. Horns, and those wings...she almost looked like Lilith did.

"What happened to you, Twi?" Applejack asked, her heart pounding as she took in this vision. The raw seductive aura, the power of dominance, the knowledge this was once her friend...her hoof stroked down, slick from new arousal, only to be held back. A rope had formed, pulling up on her hoof.

"Let's start with the basics. My name is Midnight. What happened to me is I was reborn." she glanced down at the rope with a smirk. "It's granted me a whole new perspective." she sauntered over to Applejack, still smirking. "I thought I had been sensing something from you, and now I know for sure."

"I don't know what you're on about, Twilight, but I refuse to believe yer that lost." Applejack said defiantly, looking up at the pony before her. "You helped us back when Discord was messing with our heads, helped us to remember true friendship. You can fight Lilith, if you just remember!"

"You're lying, Applejack." Midnight said cooly, the rope lifting up her hoof slowly. "Though I suppose being Honesty, it's hard for you to tell that half-truth is such a falsehood. " her tail reached out to stroke the farmpony's cheek, and Midnight laughed. "You don't even admit it to yourself, do you?"

"What's that supposed to be?" Applejack asked, somewhat mollified by Midnight's response. If Twilight really had been changed by that succupony, then maybe she was picking up on those brief, forbidden thoughts. The thoughts that gave her a thrill when she allowed herself to dwell on the knowledge that this was Twilight, twisted by Lilith into something dark...powerful...

"Mmm, there it is again." Midnight purred, as several more ropes sprouted from the ground, binding Applejack. "Oh, this magic is too fun. I have a bit of a game for you..."

Another pony came out of the shadows, and this one was unmistakable. Her coat and mane had darkened slightly, but there was no doubt about it. "Fluttershy!"

"Yes, poor weak, defenseless Fluttershy." Midnight said, as she went over to the pegasus. Her tail stroking over Fluttershy's wings, down her back, eliciting a soft moan from the mare. "Mistress Lilith easily took her...perhaps a bit too easily, I thought." she glanced back over her shoulder at Applejack, who now had ropes criss-crossing her body and binding her hooves together. "So I decided to give her a second chance. If you can come and claim her, I'll restore her. I hope you don't mind if we have a little fun in the meantime." she finished, as she pressed Fluttershy to the ground.

Applejack pulled at the ropes, straining to get to her friend. Fluttershy was right there! If she could break free of her bindings, she'd be able to save one of her friends, and perhaps then they'd have a chance. "I'm coming, Flutters..." she called out, watching the scene unfold before her. Twi-Midnight was atop Fluttershy, licking her neck as that long tail caressed her body, moving down. In total control and enjoying every moment as she took Fluttershy for herself. If only Applejack could break these ropes...

"You still haven't figured it out yet?" Midnight asked, lifting her head from Fluttershy's neck and glancing back. "Those ropes, the only thing holding you back...that's you. Your own desires made manifest." At Applejacks look of shock and confusion, she grinned. "You're so strong, and you fight so fiercely, and yet deep down, there's a dark desire..." Midnight licked her lips, pulling Fluttershy to her. "You fantasize about some dark force stronger than you...being utterly overpowered. You're ashamed of it." she nipped at Fluttershy's ear. "So you repress it, but you make the situation worse. With each of your friends you fail to protect, you ask why you're so turned on." Giving the yellow mare a kiss, Midnight slid a hoof over Fluttershy's lower region.

Applejack could only hang her head in shame as Midnight cut right through her. She was getting aroused by her friends being captured, taken in by this dark seductive force. "You're right. I have been trying to hide who I am...but I don't want my friends to be hurt because of it."

Midnight nodded, a sly smile crossing her face. "You don't have to hide those feelings anymore...you can let them be free. All you have to do is be honest with me and with yourself." she said, stroking her captive and watching Applejack expectantly.

"Alright. Guess it's long past due, then." Applejack decided, steeling herself up. No more dancing around how she felt, and letting her friends take the fall for it. "What I really want is to be taken by somepony so strong, I never stood a chance...to feel that utter helplessness..." she trailed off, but Midnight was there in a moment, holding her chin in her cloven hoof, forcing Applejack's eyes up to her own, glowing ones.

"It feels good to admit that, doesn't it? You love that feeling of being weak, don't you?" she prodded, and Applejack nodded dumbly, prompting a grin from the succupony.  "You were jealous of me and the others. You wanted to join them in Lilith's service, right?" Another nod, and a wider grin. The rope bound Applejack tighter, and she felt a light touch on her nethers. She couldn't look down to see, but she knew somehow it was Midnight's tail, brushing against her. "Well, I am your Mistress now..."

"Y-yes, Mistress." Applejack said. It was almost automatic, but it felt so right...more so when that tail pushed into her. Applejack gave a soft moan, still held by that entrancing gaze. Midnight was utterly dominating her, mind and body, and she was loving it.

"You don't want us to possess your friends...but it thrills you you're too weak to stop it..." Midnight purred, "Doesn't it?"

"I-it does...I can't stand how good it feels to watch you snatch them away." Applejack was rewarded for her admission, as the tail twisted and turned inside of her, building on the job she had started earlier.

Midnight pressed onto Applejacks body, as if further impressing her dominance over the mare. "You know I'm about to steal away your will, make you my obedient minion...my helpless slave...do you want me to stop?" she whispered in Applejacks ear, biting down on the tip.

"...n-no! Do it! Make me yours, Mistress Midnight!" Applejack finally cried out, in shame and lust, and Midnight pressed their lips together in a deep kiss.

"Don't worry, Applejack. I'm about to make all of your dark dreams reality..." Midnight cooed after a moment, as she pushed her tail in deeper with a hard thrust. Applejack arced her back as she came, the three apples on her flank fading away and being replaced with the same circle Midnight bore; the mark would appear briefly on Midnight before vanishing once more.

"...mm, delicious...thank you for being my first meal..." Midnight said, withdrawing her tail and picking up the spent mare. The ropes rearranged into a makeshift harness. "And an excellent test subject...shall we rejoin our friends?" she chuckled as she vanished with her new minion.