Flutterbat Sucks an Apple Dry

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Applejack slunk between the trees, through the darkness, as she searched for her lost companion. The wooden branches, covered in the now ruined produce that was once the pride of the apple family, drooped close to the ground, making the entire orchard a maze of twisted tree limbs and rotten fruit. As if that weren’t enough, fog rolled across the hills, illuminated by the full moon above and giving the entire farm a faint, eerie glow. The silvery light dimly illuminated a subtle movement in the trees, adding an unsettling element to the scene, an oppressive and unshakable sensation of being watched.

As she searched, she remembered who she was searching for. She and her friends had gone into this orchard to look for the culprit who had ruined this very farmland, but after seeing that it was her friend, who she had forced to use the stare trying to stop the bats before... Applejack almost couldn't believe it. How could this have happened? How could one of her closest friends have been turned into a monster?

Though Twilight had pronounced that she could possibly fix things, Applejack knew that it wouldn't be easy to get the new creature Fluttershy had become to cooperate.

A shadow passed over her briefly, as a black silhouette passed overhead.

“Fluttershy! Where the hay are ya? C’mon out!” Applejack shouted, as she walked along the dirt path, hooves squelching in the mud as she made her way through the once familiar trees. She and her friends had split up to search the orchard more efficiently, and though it seemed reasonable, it meant that she was all by herself in this dark, foreboding area of farmland. Nervously, she looked about, hoping, but at the same time, fearing that she might see what her friend had become, praying that she wouldn’t come to regret venturing out to this part of the orchard alone.

Suddenly, a black shape moved on the very edge of Applejack’s vision. She jumped back into a defensive stance, but when she looked again, there was nothing but the swaying of branches. Again, in the corner of her eye, a small movement, but once again, Applejack turned too late to see who might be with her in the dark orchard. Could it just be a figment of her imagination?

Gathering a small amount of courage, Applejack called out again in a frightened, trembling voice.

“F-Fluttershy? A-are ya there?”

Her words went unanswered, save for the faint rustle of the branches in the faint breeze.

Gingerly, she returned to the path, moving slowly and deliberately through the moonlit orchard, trying to quell the fearful shiver that ran along her back. No matter how much she wanted to help her friend and stop the horrible blight on her family’s produce, nopony had ever been turned into such a monstrous creature before. She was alone in this orchard with a mysterious and unpredictable being. Not only that, but that very being was her friend, and even if she was dangerously out of her mind, Applejack wasn’t sure if she could use force against one of her friends, should the need arise.

Another small movement in the trees made her mind spin with adrenaline, and the apple farmer began to wonder if her mind was playing tricks on her.

“Gosh darnit Fluttershy! Ya’d better stop hidin’ right now if ya know what’s good for ya!”

Suddenly, the silence around Applejack was shattered as a quaking voice echoed. Applejack couldn’t tell from where, since the trees caused the sound to echo loudly so that it seemed to come from everywhere.

“N-no!” I’m not coming out!”

It was Fluttershy’s voice! Applejack perked her ears, trying to pinpoint the sound’s origin as it came again.

“Y-you hate bats… and you wanna kill me! You wanna k-kill us all! J-just go away!”

After that, silence. Applejack knew her friend was close since she could be heard, but she could see no sign of the yellow pegasus, or whatever she had become.

Grunting to herself in frustration, Applejack kicked a hoof in the dirt before responding.

“Now Fluttershy, ya know ah wouldn’t hurt one of mah friends! It’s those rotten varmints that’ve gotten to ya, and I’ll set em straight for it, but ya know ah’d never kill ya, Fluttershy!”

“I-I’m nothing but a rotten bat... you… you said yourself you wanted to get rid of us, and we only wanted food and a place to stay. You wouldn’t even give us that...” the voice whimpered, sounding as though it was on the verge of tears.

A slight rustle, and a few tree limbs shuffled as a shape moved behind them. Seeing it, Applejack reacted quickly, and threw herself into a full gallop, chasing after the bat pony. Wooden branches scratched at her coat, but she ignored the pain, focused only on finding her friend.

The black silhouette fled towards the deepest part of the orchard, where the trees were the thickest. Applejack pursued it, carefully avoiding the tree trunks as she galloped further into the maze of tree limbs and shadows.

Finally, landing in a central clearing, the black figure she was following stopped and landed softly, her hooves brushing lightly over the dewy grass, finally making herself known.

The black shape was revealed to be Fluttershy. As the light of the full moon flooded over her form, the depth of her transformation became clear. Her ears had grown and changed, a small tuft of fur at the top, indicating anatomy that was clearly not equine. Her wings were now webbed, and far larger. Her canines had grown into sharp, intimidating fangs. She looked far less like a pony, and far more like something Applejack might imagine in her worst nightmares.

The new bat anatomy was terrifying indeed, but surprisingly cute. What was once a yellow pegasus lay curled up tight, looking down. Her tail wrapped around herself, as she sniffled quietly, her ears flopped adorably down.

“J-just go… I’m not your friend anymore. I’m not Fluttershy anymore... I’m just a monster.”

Applejack was caught off guard by the way her friend was acting. The very thought of the apples in this orchard had driven the yellow pegasus mad, and she knew her friend had to be cured, but here in the middle of the trees, she looked so vulnerable and scared of her new form, Applejack knew that her friend was not to blame for anything.

“You’ve never been a monster, Fluttershy. We just wanna help ya out of this mess, sugarcube. If ya’ll just let me take ya back to Twi, we can-”

Fluttershy looked up, her ruby-red eyes wide and glistening with a fresh coat of tears. They were so vulnerable, so pained, so… dejected. Those eyes stared into Applejack’s, her gaze dripping with longing and the need for comfort.

“N-no… just leave me be… you don’t want me anymore…” she looked down, eyes showing all the sadness and fear inside of her. They were like windows into her soul. Applejack could sense just how tormented she really was by her own thoughts.

Seeing her friend in such depression, Applejack couldn’t help but run to comfort the dejected bat pony. A voice in the back of her mind was screaming to stay back, for this was a vampire that wanted to suck her apples dry, and perhaps even kill her, but the desire to comfort her friend in a time of need won her over. She leaned over her friend, and placed her head against her yellow fur.

“Don’t worry, Fluttershy. We’ll set everything right. We’ll get Twilight to get you back to normal, drive these nasty bats out, and then-”

“Mm… normal… No…”

Fluttershy’s voice suddenly took on new tone. This wasn’t the Fluttershy that had just been talking a moment before. It was… sinister. Oddly seductive, but not in the sense of a lover… more like the sultry maliciousness of a predator about to go for the kill.

Applejack pulled her head back from its relaxed position on her friend’s side, shocked and frightened by the sudden, drastic changes in her friend’s demeanor.

As soon as she looked up, she was immediately greeted by a pair of glowing red eyes staring into her soul. Applejack immediately recognized Fluttershy’s signature expression, but it was too late to look away now.

This was the stare. Not just any stare, but the stare. The eyes of the bat pony before her, were piercing, draining Applejack of all energy, all willpower, and all hope of escape.

Her fangs glistened as her lips extended into a cruel grin, her new features making the all too familiar gaze even more terrifying.

“What’s the matter, Applejack?” Fluttershy laughed, “I thought you wanted me to use the stare? Having second thoughts? Well it’s too late for that now… far too late…” Her voice grew more sensual as she reveled in her victory.

It was a lie. The pained expression, the trembling voice, the flowing tears… none of it had been genuine. It was all part of a cruel plot to trap her, and she had taken the bait.

Grinding her teeth, Applejack tried to move, but her body wouldn’t let her. Those eyes… they were too piercing, too powerful. Fluttershy laughed, now beginning to walk circles around her prey, as if she were feeding off the fear that was radiating off Applejack, licking her lips and looking for more.

“F-Fluttershy...” Applejack whimpered. It took every effort she could muster just to speak.

“S-stop this… this ain’t like you...”

“Oh Applejack, Applejack, Applejack… this is me…” she smiled menacingly, “This is who I am now, and you know, I love it. The taste of your apples in my mouth, the wind in my new wings, the thrill of the chase as I found you... You know, this all could’ve been nothing more than a harmless game of hide and seek...”

Fluttershy placed a hoof under Applejack’s chin, closing the distance between their faces, those red eyes still eating away at her spirit.

“But you could never be friends with a bat, now could you?”

A bead of sweat ran down Applejack’s forehead, as she came to regret what she had done the day before. All her hateful language towards the vampire fruit bats was because of her passion for apples, but now she realized that they were creatures too, with needs that drove their actions, and families to care for. But instead of considering that, Applejack had gone and spat at their lifestyle for her own selfish gain.

If she had just listened to her friend earlier, she might have avoided this...

Fluttershy broke the eye contact, letting Applejack free from the stare. The bat pony’s gaze still lingered in her mind, however, and she remained frozen in place, helpless as the yellow pony circled around behind her.

“I have… mmmm…. sooooo much to show you…” said Fluttershy, as Applejack shuddered at the thought of what she might be plotting.

Suddenly, she felt Fluttershy’s forehooves on her flank. She grunted as the extra weight was forced on her, but she could do nothing to stop it.

Fluttershy stuck out her tongue, and ran it down Applejack’s cutie mark, leaving a small trail of saliva over her flank. Wincing at the cold, rough texture of the reptilian appendage, Applejack tried to keep her composure, but the fear permeating her very being caused her to shiver slightly, giving away the fear that was taking over her mind.

“Mmmm… even the apples on your flank taste delicious. Perhaps I should suck the juice from these too… Normal apples make a crunch when you bite into them… I wonder what noise these will make!”

Applejack felt a sharp prick on her cutie mark, as two long fangs sank into her flesh, drawing a scream from the orange mare. She could feel her skin puncture as Fluttershy relished in the Earth pony’s agony. Like two sharp blades, her fangs drove into her flank, and blood began to emerge from the wound. Through her own screaming, Applejack could hear the muffled laughter of the bat pony behind her, her new, deeper voice slipping through her teeth as she bit into the juicy red apples on the flank before her.

“What’s the matter?” she said as she released the fangs, “Scared? Not sure what I’m going to do to you? Hehehe….” she grinned maliciously, fangs glinting in the moonlight, “Well, we’re only getting started now, and the night is long...”

“Fluttershy, please...” Applejack struggled to say through her paralysis, “Ah know what ah said about the vampire fruit bats was wrong, and ah’m sorry for everything ah did. Ah’ll do whatever ya want, just please… don’t do this!”

“Mm… It’s too late to apologize now… what’s been said is said… what’s been done is done… and now… you’ll face the consequences of your actions….” Fluttershy began circling Applejack once more, licking her lips, savoring the taste of Applejack’s blood. Having gotten a taste of her prey, she was now focused on the helpless earth pony, who was now hers to deal with as she pleased.

Applejack continued to struggle mentally, her brain screaming that she should run, and get as far away from this place as possible. But try as she might, her legs would not move a single inch, and she could do nothing to stop her former friend from doing whatever she wished.

“N-no...” she muttered weakly.

“Oh yes,” came the reply, “There is nothing you can do to stop me…”

The bat pony reared up, bringing her forehooves crashing down on Applejack’s back, forcing her to the ground and knocking the wind out of her. Applejack’s head hit the ground hard, her face pressed uncomfortably into the dirt. Her precious hat that she always wore was knocked off her head, flying into a patch of bushes nearby, as her mane flopped into an unorganized heap.

Though her hind legs remained in an upright position, Applejack’s entire front body was now limp, collapsed into the muddy ground that she had once walked on. It wasn’t the most awkward position ever, but it left her feeling exposed and vulnerable.

Grunting in pain, Applejack’s breathing began to grow heavier as her eyes glared up at Fluttershy, who looked down at her with a confident smirk.

“There are so many things I can do to you… so many… wonderful things….”

Silently praying to Celestia for one of her friends to find her and save her from a horrible fate, Applejack watched as the bat pony moved behind her once more, passing out of sight. Just what could she be plotting?…

Suddenly, she felt a warm breath on the area between her thighs.

Applejack gasped at the unexpected feeling, as Fluttershy took a deep breath, drawing in the scent of the mare lying exposed in front of her.

Not knowing what had gotten into her friend that would make her act like this, Applejack grunted as unfamiliar sensations were forced upon her. The warm breaths against her thighs soon began to move, making their way up her legs, growing ever higher, and ever closer to her most private regions. She had never felt anything like it before. The hot air touched her fur in such a loving way, though it was completely unwanted. Never in her wildest dreams could Applejack have imagined meek Fluttershy doing this to her, and though this was her friend who she would trust with anything, this felt so wrong, so uncomfortable...

“Oh Applejack… there are things I’ve always wanted to try with you… but I was always too timid… too scared… too pathetic…”

Suddenly, Applejack felt the smooth, wet texture of Fluttershy’s tongue meet her skin. It trailed up the inside of one of her hind legs, causing a shiver to run down her spine.

“But now… now I finally have the courage to take what I want…”

Fluttershy’s tongue briefly stopped its ascent just before reaching her slit, lifting off of her, followed by another hot breath directly on her folds. Then, she felt the caress of the tongue once again, this time beginning the agonizingly slow ascent from her other thigh.

“And tonight, you are mine, Applejack. Nopony else gets to taste your apples… only me~”

The bat mare licked the other mare’s flank, tracing the tip of her tongue around her cutie mark, lathering it with saliva. It moved down, then back up, painting every inch of the apple farmer’s rump with her saliva.

Then Fluttershy’s tongue began to trail down behind her tail, finally arriving at the orange pony’s sensitive virgin snatch.

Fluttershy relished the taste of her old friend’s slit, running her tongue up and down the lips in a sensual way. A smile flashed across her features as a series of involuntary moans sounded from the helpless pony below, along with whimpers of fear and uncertainty. This apple was ripe for the picking, and Celestia above, she was going to enjoy every moment of it.

After a few slower, inquisitive licks, Fluttershy began to move her tongue a bit more quickly, each stroke over the sensitive skin becoming less labored, as Applejack’s whines began to steadily increase in volume and intensity. It wasn’t long before she noticed the surface of the slit becoming moist with juices. Fluttershy could tell that Applejack, despite her awkward position, was beginning to become aroused, as she began to taste more and more of her fluids.

Fluttershy continued to swirl her tongue in the other mare’s slit, enjoying the taste and lapping up the juices, plunging into her depths and milking the experience for all it was worth.

“Mmmm… what tasty apple juice~” She smirked, “It’s a shame none of the other bats will get to have a taste...”

The bat pony ran her hooves across the firm, tender flank of the mare before her as she lapped up the juice. It was just so tasty... delicious… appetizing… A perfect little meal, all for her.

She had her friend at her mercy and she found herself enjoying her dominating position. She had enjoyed the thrill of the hunt before, as she played her careful manipulation game, and now, she relished in her victory, claiming her prize with each lick across the other mare's vulnerable slit.

Applejack could feel the pressure building up inside of her, as the tongue continued to massage her private areas. Feeling her juices begin to pour out, she blushed madly, as her body began to act in ways she never intended. With each flick of the tongue, she felt her voice rise in moans of involuntary pleasure, no matter how much she tried to suppress it. With each bit of moisture that the bat pony lapped up, the warm feelings from her nethers grew more intense.

“O-oh… Flutter… shy… please… ah… s-stop this...” she managed to say between moans and whimpers.

“Aw, why should I? Are you going to lie to me and say you don’t like it, miss element of honesty? Don’t think I can’t hear you down there!”

As if her protests were only egging Fluttershy on, Applejack felt the tongue exploring her private areas become more adventurous, pushing harder on the slit, and slowly starting to push its way to the insides. Panting and gasping for breath, it was becoming harder and harder for Applejack to focus on what was happening, and all of her attempts to speak suddenly became futile as she completely lost control of her voice. High-pitched moans forced their way out of her throat, and there was no way to stop them. The pressure she felt grew and grew, until it was just about unbearable.

The bat’s forked tongue flicked in and out of her nethers rapidly, diving in, striking her in the most sensitive of regions, before fleeing as quickly as it had come. It would lash in and out rapidly, again and again, forcing Applejack into further arousal with each immersion. Feeling herself growing closer and closer to climax, she knew it wouldn’t be long before… before…

And with a wild, uncontrollable scream of both shame and forced pleasure, Applejack felt her climax hit. Her juices flowed out freely, the flood gates now opened, as her entire body trembled with emotions. And still, as she reached the very heights of pleasure, that tongue continued to move inside of her, keeping up the constant stimulation that had driven her this far. It felt so wrong for Applejack to be experiencing this while at the mercy of her friend, but at the same time, nothing had ever made her feel this kind of pleasure before.

As the initial burst of sensations began to wear away, Applejack could feel the bat pony behind her lapping up her juices still, feeding off the product of her orgasm, all while continuing to massage her folds with her tongue.

Finally, as the orgasm subsided, Fluttershy pulled away, the entire bottom half of her face soaked in juices, which she licked clean with her long, flexible tongue.

“Well, that was fun, right Applejack? Got anything to say?” She stared down at her exhausted friend, as she giggled maliciously.

Applejack felt her mind move at a very slow pace, still trying to process what had happened to her. The muddy ground that her face was pressed into did little to comfort her, and she could feel a headache coming on.

“Please… N-no more… Ah’m sorry...”

Fluttershy flung her head back and let out a hearty cackle.

“Already spent? Tired? Confused? We haven’t even begun the main course yet!”

The main course? Does she mean… Applejack thought, a million different possibilities running through her mind, but not one of them looking good for her. She could feel strength slowly returning to her limbs, but what could she possibly do to stop Fluttershy now?

Nothing. I can’t do anything but let her do as she wishes, Applejack realized, as she felt her hopes fade to nothing. This was a nightmare turned real, and there was no way to escape whatever horrible fate was in store for her.

Fluttershy giggled, running a hoof down Applejack’s flank, tenderly pressing against that firm, sweaty little morsel…

“You think you know all about me, don’t you…” She whispered into Applejack’s ear, “You think you know… everything I’ve become… but there are still things I haven’t shown you.” She teased, adding another giggle.

Applejack looked up at her, expressing her confusion.

“Th-things ya haven’t… What… D-do ya...”

Fluttershy leaned forward, lowering her head to Applejack’s level, whispering sensually, “I grew more than just new ears and fangs, you see.. I have something much more… special. Something I’m ever so excited to show you…”

Something… special? What in Equestria could she mean by...

Fluttershy smirked, as she rose up to her full height, right in front of the mare. She turned sideways, so her broken friend could see what was beneath...

Applejack gasped. It couldn’t be possible… could it? But yet, there it was, right in front of her, hanging low between Fluttershy’s hind legs…

Her eyes flew wide open and her face went pale as the huge, pulsing member dangled freely in the wind.

Fluttershy had a penis.

And it was a big one.

Applejack’s mind tried to process what was staring back at her from between the bat pony’s legs, but all she could do was stare at it in horror, her shock plastered all over her face. She couldn’t even begin to imagine what perverse, awful things her former friend planned to do to her… but seeing this instrument of her demise gave her little hope.

“Th-this… this c-can’t be happening...”

“Of course you’d say that, given your lack of experience with these...” said Fluttershy, as she rocked her body back and forth, causing the member to sway teasingly.

“But it can, and it will. I’m going to ruin you, Applejack.” She sneered deviously. “You exist for only one purpose now… to give me pleasure.”

Applejack gulped nervously. Th-this thing… was going to...

“Of course, you can see I’m still… limp.” said the bat pony, as she continued to flaunt her penis for the mare before her. To emphasize her statement, she brought a hoof back to her flaccid member and ran it slowly down its length.

“You see, Bat ponies don’t have warm blood for things like this, so there’s only one way I can make this thing usable. Can you guess what that is, Applebitch?”

Sweet Celestia… She’s going to… oh, no…

Fluttershy pressed her face up against Applejack’s, passionately nuzzling the horrified pony beneath her.

“My little pony, I’m going to suck your blood, and use it to fuel my erection as I buck those apples right off your flank.”

No way… Applejack thought, as the severity of her situation finally hit her. This wasn’t a nightmare. This is something much, much worse… Her friend would never do this to her… Applejack didn’t know how this situation could get any worse, and even if it could, she didn’t want to know how.

Fluttershy smirked, moving so her long, limp cock brushed against Applejack’s lips. The flesh was cold, and felt strange against her face.

“Now… I hope you’re ready for me...” Fluttershy said, as she lined the rod of meat up with the orange farm pony’s mouth. Applejack shut her jaw firmly, gritting her teeth and refusing to let this monstrous creature violate her, but Fluttershy bared her fangs with a loud shriek, and with a savage yank of her front hooves, forced her mouth open to let the soft phallus inside.

With a powerful thrust of her hips, and a loud hiss of excitement, Fluttershy forced her penis inside of Applejack’s mouth. The farmer pony gagged, the meaty appendage stopping the flow of air to her lungs. Oh, how it hurt! Applejack could feel the inside of her throat stretch painfully to allow passage to the intruder as it slid in further. Tears leaked from her clenched eyes as the penis was firmly lodged deep inside of her. Only after a few seconds of simply bearing the pain did she dare to peek open an eyelid, and what she saw was not encouraging. She hadn’t even fit two-thirds of the giant cock inside. She once again shut her eyes, and prayed to Celestia that Fluttershy wouldn’t try to fit more.

Fluttershy smirked, “You look so pained… That’s funny, because it’s still limp. How do you think it’s gonna feel when it actually starts hardening up? I think it’s time to find out…” She eyed the earth pony like a predator, sizing up her prey.

“Hm… where to bite…”

Fluttershy’s eyes were drawn to Applejack’s cutie mark once again, two deep fang puncture holes still trickling blood.

Her smile grew wider. Perfect...

As Applejack felt the huge cock in her mouth begin to draw out, she gasped a breath of air, her lungs free once more. Her relief was not to last, however, as another thrust shook her frame, plunging the meat deep inside of her once again. She winced, her cry of agony muffled by the intrusion. It stayed lodged there for a few more seconds, before making the painful, slow retraction, to be followed by the inevitable re-entry. In and out, in and out as the cock went about its work in the mare’s throat.

Amidst the agony of the forced oral, and the painful thoughts that filled her head with despair, Applejack hardly even felt the prick of fangs as they once again entered her flank.

Fluttershy closed her eyes. Everything was perfect. She had felled her prey with all the grace of a demon and was now reaping the reward. Her fangs lodged in that sweet, juicy apple plot, and she bit down, pushing them to penetrate as deep as possible.

Then, as she removed her fangs, came the flow of blood. The sweet, succulent, and wonderfully thick blood came flowing from the wound as the bat pony suckled the wound, making sure she didn’t miss a drop. As she swallowed the warm fluid, she could feel its heat as it made its way down her throat, to her stomach, where the true magic would happen. It wasn’t long before she could feel the effects of the special, vampirian magic, as a pleasant heat began to flare up between her legs.

Fluttershy smiled as she continued to drink.

Another powerful thrust, and Applejack felt the thick cock slide back into her, once again stretching her throat to its limits. It’s funny, Applejack swore it felt different this time… The thought didn’t last long, however, for Fluttershy’s impatience made her pull back to prepare for another entry as soon as she felt the resistance stop her advances.

The next thrust came, just as forceful as those that came before, and that was when Applejack noticed that the dick in her mouth was changing, growing warmer and thicker as the erection began to form. Her already stretched orifice was pushed even further past its limit as the fleshy rod continued to push inside, all the while growing more and more. Applejack could feel Fluttershy drinking her blood as it flowed out of the wound on her flank, and she could do nothing to stop the painful process, as her own body fluids only made her experience more painful.

Fluttershy just relished in the moment, and closed her eyes, continually thrusting that newfound member into the open maw while she drank, as she felt the violated passage grow tighter around her.

“Does it hurt?” she asked between thrusts. “I hope so. And to think, I was too much a coward to ask for this before.” She chuckled. “If I had known it would be like this, I would have tried it a long time ago.”

The pony beneath her let out a whimper of pain and humiliation, but Fluttershy silenced it with a simple thrust of her hips, and settled her mouth on the wound again to drink more of that wonderfully delicious blood.

As her erection gained more size, The aroused feeling that spurred her onwards grew ever stronger. Her wings became rigid, spreading out behind her as she pumped into the helpless mare, occasionally flapping out.

Applejack felt tears streaming out of her eyes as the gruesomely large cock grew more and more. Her throat was burning, stretched to its limit and beyond, but with no relent. If this horrid thing kept it up, she would surely suffer a permanent injury, and never eat like a normal pony ever again.

But eventually, after reaching an excruciatingly large size, the growth eventually did stop, and a now fully erect member was thrust deep into her throat, barely fitting inside her mouth, despite the horrible stretching and strain it caused.

Feeling light-headed and weak from the loss of blood, Applejack could only let out a small whine as Fluttershy kept up her slow pace.

Drinking the few final drops of blood that she needed, Fluttershy hesitantly pulled her lips from the wound she had fed from. She licked her lips, tasting the last remnants of the thick, red liquid. Blood continued to seep out of the wound in a small trickle, droplets making their way down her flank before falling to the dirty ground below.

“Mmmmm… You taste wonderful, Applejack! Do you like how I taste?” she asked, smirking down at her helpless little victim. Pushing the rod of flesh inside once more, Applejack could do little to respond. But even if she could tell Fluttershy the truth, that she hated the taste and only wished to be free from it, she doubted that would persuade her former friend to stop.

Fluttershy grinned a toothy smile, as she pulled out again, her now rigid penis pulling out completely instead of making another forceful entry.

“Well, as much as I would love to pour my seed down your throat, I think it’s time to move on to a more desirable hole...”

Backing off of Applejack, the bat pony pulled out of Applejack’s mouth, allowing her cock to gleam in the moonlight as it dripped with saliva. Seeing the erection in its full size, Applejack despaired. By Celestia, this huge… thing was going to go into her...

As if to confirm her darkest suspicions, Fluttershy walked slowly around the fallen apple farmer, moving to face her from behind. She felt hooves on the sides of her flank, roughly spreading her legs and moving her tail aside to expose her private areas. With a hiss, Fluttershy playfully slapped one of her wings against her rump. Laughing cruelly at the yelp it earned in response, it became obvious to the orange pony that her captor didn’t care about being gentle anymore.

“You know, this has been a long time coming, Applejack,” she heard Fluttershy whisper in her ear. “You’ve done a lot of bad things, from how you treat my animal friends, the badgers and squirrels and other… what do you call them? Oh right, varmints…” Emphasising the final word, Fluttershy again slapped her victim’s flank, a bit harder this time. Applejack winced, trying not to cry out.

“And now, this whole bat situation… but now here I stand, ready to make you pay for every evil thing you ever did in the name of apples.” she sneered, “And to think, the irony is that I only became this way because you refused to listen to meek old Fluttershy.”

Applejack felt beads of sweat run down her face as she listened. It was all so true… and that only made her feel worse.

As if to ensure Applejack’s pain and anguish, she could now feel Fluttershy pressing that fleshy rod against the outer lips of her vagina. The juices on her folds, still remaining from earlier, and the saliva covering the monster cock left no doubt that this had been Fluttershy’s intention all along. It was too perfect, that both of the sexual instruments were already lubricated as they met, already prepared for what was to come.

“But I’m not meek old Fluttershy now,” said the monster, as she stood over Applejack once more, her hips ready to thrust for the inevitable entry.

“And the only friendly advice I have now is...” she said slowly, her toothy grin mere inches from her ear, speaking in a maniacal whisper.

“Don’t struggle, for it’ll only make this much worse.”

With a deep intake of air into her lungs, Fluttershy’s pelvis shot forward, slamming her powerful, thick and juicy rod deep into the plot of the helpless pony under her. She let out a cackling shriek of pleasure as she enjoyed the feeling of the virgin hole around her.

The savory scent of fresh blood filled the air once more as the earth pony’s virginity was taken from her. The cruel bat pony sniffed the air happily, enjoying the smell as she felt the walls of Applejack’s passage squeeze tight around her monster cock as it forced its way inside. Oh how wonderful it felt, to be pleased by another mare beneath her…

The agonizing pain was horrifyingly tremendous as Applejack’s slit was forced to give entry to the meaty appendage. Though her throat had been stretched to horrible lengths earlier, that was nearly nothing compared to the absolute agony she felt as her virginity was taken. She felt her insides shift around the intruding member, drawing blood as her body struggled to make enough room for it to fit. As she felt the pain, her abused mind could take no more, and she felt herself scream loudly, voicing the suffering that had been forced upon her.

The bat pony grinned ear to ear, fangs glinting brightly in the moonlight as she leaned over the mare that now lay so perfectly broken before her.

“What’s wrong, Applejack? I remember you always saying you were capable of handling yourself, and you didn’t need help from anypony…” Fluttershy laughed cruelly, mocking her prey as she held her meaty length inside.

“How ironic that nopony is here to save you now, when you most need it.” she said, looking down in mock pity.

“And you don’t even know half of what’s to come, do you?”

Applejack felt movement behind her, and the shaft began its long, slow retreat back out of her. Fluttershy pulled back, preparing for another forceful plunge. When it came, it rocked the figure of the pony beneath her, forcing another trembling yelp from her throat, and causing the intense pain in her nethers to redouble.

“Not going to ask? Well, I’ll tell you…” she breathed, her voice barely audible as she let out an innocent giggle. Applejack wasn’t sure what else there was that Fluttershy could tell her, but she was even more unsure about her motives. Her assailant couldn’t be trusted, could she?

Fluttershy continued to speak regardless.

“Have you ever stopped to consider how vampire ponies... reproduce?”

Applejack racked her brain for an answer, but none came to mind. It was very hard to concentrate with such pain tearing through her body. She could feel the warmth of the rod through her walls as it filled her, stretched her, and moved inside of her, and her mind was clouded by a haze of fear, agony, and suffering. No words came to her, and all that she could do to react was pant loudly and whimper, struggling to make sense of what was happening to her.

Fluttershy only laughed as she readied for another powerful thrust. As she did so, her forked tongue playfully licked her captive’s ear, adding yet another stimulation to the mess of emotions swirling through her mind.

“No Vampire is ever born, for they can only be made.” Fluttershy explained, while the mare below continued to gasp for air, “Just like how Twilight’s spell transferred vampirism into me, the only way to make more bat ponies is to… transfer it into another pony...”

Applejack could barely take in the information as she struggled to focus on the yellow bat pony’s words over the pain swelling inside her, rushes of emotions, and painful stretching…

“J-just what’re ya tryin’ to say…” she said in a pitifully small voice. Just where could Fluttershy possibly be going with such talk?...

Fluttershy rolled her eyes at how slow the mare’s thought process had gotten.

“Alright, if I absolutely must spell it all out for you,” she said. “The only way I can make more vampire ponies is if I gave another pony part of my essence, and part of my curse.”

“So if, for instance, I were to cum in here...” she said, accentuating her statement with another thrust into Applejack’s cunt, “Then… well…. you’ll get a much better idea of what it’s like to be a vampire pony.”

Applejack racked her brain, struggling to process what she was hearing.

Oh my… that means that if she… then I’ll… oh, Celestia no…

It couldn’t be true, for it was too horrible of a thought, but yet, the way the bat pony said it left her with little doubt.

Fluttershy grinned ear to ear as she watched the mare below her struggle to comprehend.

“All I have to do is cum inside of you, and you’ll become a bat pony, just like me!”

Applejack could feel her panic rising from deep within her. If she became a bat pony, what in Equestria would she do? Would she go insane and force herself on other innocent ponies, just like Fluttershy? What would happen to the apple orchards, her farm, and her family? Would she still be able to live with them?

N-no, She thought, I can’t let that happen. I need to get out of here, and away from Fluttershy! I can’t just let her…

Her thought process was interrupted as Fluttershy let out a shrill cackle, pumping her oversized member into her tight hole. The pain started again, and Applejack was filled with a new determination to somehow find an escape.

Once again, she began to struggle against the mare that was now slowly rutting her from behind. She tried to push herself to her hooves, but the weight of the bat pony standing above pinned her down. Any effort she made to lift off the ground took all the concentration and energy she had, but she didn’t get far, for the blood loss had taken much of her strength away. She could do nothing to stop the bat pony as she plunged the horrible shaft inside again, this time with more force.

“Aw… don’t fight back Applejack… you might hurt innocent old Fluttershy!” she giggled teasingly. It was well past the point where she might’ve expected her prey to fall for such a ruse, but still, she didn’t tire such talk.

Making another attempt to stand resulted in another failure, as more thrusts entered her. Applejack would have to consider other means of escape…

“Well, if you’ve got the fight in you to still be struggling, maybe it’s time I tried a more… severe punishment…”

Applejack gulped. That doesn’t sound good...

Pulling herself back out of Applejack’s cunt, Fluttershy wiped a bit of blood from her penis with her hoof, the last few remnants of Applejack’s virginity. Licking it off her hoof daintily, she spoke again in a playful, naughty tone.

“You know, I’ve always been curious...” Said Fluttershy, trailing off, “What would happen if I…”

Suddenly Applejack felt Fluttershy adjust her position slightly. The tip of the fleshy, slick member touched the entrance to her love tunnel once more, but this time, it did not push forward. Instead, the tip began to slowly move upwards, before arriving at a new venue, the entrance to her tight plothole. Fluttershy pressed her hips up closer, feeling this alternate entry point and adding a bit of teasing pressure.

“What if I went in here….” she whispered, adding a small hiss of satisfaction at the end.

Applejack’s mind entered a rush of panic as she felt the rod rub up against this smaller, tighter passage. The instinctual struggle against her captor began to grow more and more intense as she realized what was about to take place if she couldn’t prevent it somehow. However, her struggles proved to be just as futile as any other efforts she had made earlier. Still, she kept trying, even as voices in the back of her mind told her it would never work.

Fluttershy remained stationary for a few moments, watching as Applejack struggled uselessly against her, but it wasn’t long before her impatience and anticipation caught up with her, and she began to push in.

It was an amazing feeling for the bat pony as her thick, rock-hard shaft entered the tiny hole, the walls so tight, squeezing around her length as she drove the cock the deepest she could shove it into the cramped passageway.

“Mm… love it~” She said with a sigh of pleasure. “It would be a shame not to put such a tight hole to use. Maybe once you’re a bat pony we can do this again!”

For Applejack, however, the member that embedded itself in her plothole caused nothing but more pain. Though it was somewhat lubricated by the juices from her other hole, The sheer size that was being forced inside the small entrance made every bit of the experience agonizing like nothing else she had felt this night. Once again, she found herself screaming as the sensations overwhelmed her.

Hearing her victim’s protest, Fluttershy cackled, “Enjoying the new hole? I quite like this one myself. Maybe I should stay and cum in this one instead!”

Applejack winced as Fluttershy began to move, making another push in, just as agonizingly slow as before. Fluttershy leaned over her, still whispering in her ear as she pushed her member in.

“Then again, that might not be a good idea,” the evil voice said, “If cumming in your ass won’t start the transformation, and you don’t turn into a bat pony, you might die, considering the blood you’ve lost...”

Applejack let the thought sink into her mind. Turning her attention back to her flank, Applejack realized that she could still feel droplets of blood slowly dripping from her flank, the wound still bleeding even after Fluttershy finished feeding from it.

She could die.

Applejack, who had lost her parents when she was very young, had always known what it was like to have somepony you knew die. It was an anguish she would never wish upon anypony, and now that Applejack knew her life was at stake, she couldn’t help but think of the ponies who might grieve for her, and feel that very sadness, should she leave them. That grief would be all she left for her friends, her family, and anyone who knew her well...

If she died, her family would never be able to survive this season, with all the apples already lost to the bats and the loss of a hard-working mare that the farm depended on. Ponies from all over Equestria would mourn for her, the apple farm would have to be sold, and life in Ponyville would never be the same...

No. That couldn’t happen. No matter what, Ponyville’s most dependable farmer pony would not leave them hanging. No matter what, Applejack knew that she couldn’t let herself die.

With escape no longer looking very probable, She found herself with very few options. She still had a choice to make, but no matter what she chose, she saw little room for a happy ending. But despite everything that Applejack had experienced, and everything that she hated about the choice she had to make, she knew that it was her only chance.

And so, she chose.

“...make me a bat pony…”

“Hm? What did you say? You’re talking so quiet, it’s like you’re Fluttershy or something.” The bat pony sneered down at the sniveling pony, “You’ll have to speak up.”

Desperately hating what she was about to say, Applejack turned about, ready to yell it out quickly, hoping she would never have to say it again.

“Ah said ah want ya to make me a bat pony!” She screamed over her shoulder at Fluttershy. “Please… Ah can’t leave Ponyville without me… even if it means ah have to do this...”

She looked up at Fluttershy with pleading eyes, as she prayed that whatever was left of her old friend might listen.

“Please, make me a bat pony. Don’t let me die...”

Fluttershy raised an eyebrow, “Well, I haven’t completely lost my mind… maybe I’ll switch holes and make you like me… just maybe.” She looked down at the orange mare with a teasing gaze. “I might need a little extra convincing though.~”

“P-please...” Said Applejack, gritting her teeth as another powerful thrust forced the member deep into her plothole. Now that she thought of it, she could feel herself growing weaker and weaker, as the blood loss began to take its toll. Her resistance was faltering, now little more than small movements, as the strength she once had left her.

“Please? Is that all you have to say? Convince me, Applejack, convince me~,” she hissed down at the orange mare, smirking haughtily.

Applejack groaned. She really didn’t want to have to beg, even if it was her only hope of survival, but with the last bits of her willpower, she forced herself to obey. With tears in her eyes, she forced the words out of her mouth with a furious determination.

“Please, Fluttershy! Ah don’t want to die! Make me a Bat Pony, and make me yours!”

“Hm… But what about my other little bat friends?” came the teasing reply. “I don’t know if they want somepony who calls them ‘varmints’ to become one of them... Or have you learned your lesson? I don’t know if you have...”

Applejack was very close to her breaking point now. Being forced to say such demeaning things was painfully difficult for her, and she wasn’t sure how much more Fluttershy wanted, nor how much more of this she could take. Her thoughts were momentarily cleared as the colossal member pushed into her, making her remember that her time was limited, and she needed to convince her attacker quickly, before she decided to finish in the wrong hole.

“Fluttershy… Ah know what ah said before, but now ah know it was wrong of me.” Applejack grunted, bearing the pain of being penetrated enough to form the right words. “The vampire bats aren’t varmints… Ah guess ah just went nuts when they started eatin’ our crops. Ah can’t change what’s happened now, but Ah’m really sorry for everythin’! Ah really am!”

“Please...” Applejack whimpered, “Ah’m sorry, Fluttershy. You were right to side with the bats, and ah stamped all over you to try to get what ah wanted. Ah dunno if you can ever forgive me, but please… don’t kill me. Don’t make me leave mah family and friends all alone...”

Fluttershy was silent for a long, tense moment, debating.

Then, a moment later, she sighed in relent, as her throbbing erection withdrew from Applejack’s rear, leaving it stretched and worn, but not entirely broken.

“Alright… I believe you,” she said quietly, as she re-adjusted, lining herself up once more with Applejack’s cunt, before forcing herself in, “I guess I’ll cum in here after all. I like your tight little asshole, but I suppose I can make do with your other hole...”

Applejack let out a sigh of her own. Unlike Fluttershy’s, this sigh was of relief, knowing that she would not die this day. It did mean that her fate was about to be drastically changed, likely for the worse, but who would not prefer the lesser of two evils when given the choice?

When Applejack felt the member once again entered her, it was less painful this time. Perhaps it was because this hole had gotten more used to the girth, or maybe it was just the satisfaction of knowing this was her choice, and not one made for her. But whatever the reason, she felt her breaths fill with moans, and her pained whines begin to fade away. The pain was still there, but it felt more distant now, as her weakened mind merely let the sensations happen, knowing that there was but one way this could end now.

Fluttershy grunted and groaned, pushing into the mare as hard as she could, and driving her thick, hardened length deep into her as she moaned out loudly. The tip of her cock met resistance at the end of every push, as it smashed into the mare’s deepest point, triggering extra bursts of sensitivity and pleasure, only egging Fluttershy on as she began to pick up speed.

As the thrusts came at shorter and shorter intervals, the motion soon reached a steady pace. The member filled Applejack completely one moment, and then retracted most of the way out in another, making sensations more pleasurable than anything Fluttershy had felt before. The phallus rubbed against the orange mare’s walls, driving deep and pounding hard. The new stimulation caused both mares to moan out louder, as they lost themselves to the sensations.

As she moved her hips in and out, Fluttershy noticed the mare below her starting to move again, but rather than protesting struggles, the movements were now complimenting her own. With each powerful push in, Applejack was moving herself back to meet her, as her tail raised itself, and her inner walls tightened more around the meaty rod inside.

“Ah… It seems I’m… mmm... not the only one enjoying herself now...” Fluttershy giggled lightly between moans as she penetrated the moist slit again and again, gaining even more speed with each repetition.

As her pants and gasps for air were only interrupted by moans of pleasure, Applejack could hardly reply now even if she wanted to. Her friend had forced her into this, but as both her mind and body grew weaker and weaker, Applejack couldn’t bring herself to think straight. All that she could process were the amazing feelings from her nethers as the bat pony above her made love to her, giving her everything that her body now felt it needed.

Watching the pony beneath her writhe with pleasure, Fluttershy grinned as she pumped into her.

“So... it’s true what some ponies say...” Fluttershy moaned between pants of pleasure. “If you force something hard enough on someone... eventually they will accept it…” she giggled.

Fluttershy smiled, gazing down into the orange pony’s eyes as she continued to plunder her friend’s depths. Her body had moved slowly and teasingly before, but now, it was beginning to approach its climax. Her body slammed down hard and fast, her long, firm member slamming against her back wall with each wild thrust. Fluttershy may have been a bat pony, but she sure could buck as strong as a horse.

Applejack could only hold on to her sanity as she screamed loudly, the mare above her rocking her entire body with each powerful thrust. She cried out in pleasure as her insides were filled with hot flesh. Each gyration overwhelmed her athletic frame, causing a shrill whinny of pleasure as her body convulsed.

A single word slipped from her lips as she felt herself approach the edge of her climax.

“F-Flutter….shy…”

She moaned in intense pleasure as all her emotions melted away. She didn’t care about anything Fluttershy had done anymore. Sure, she had initially been against this intimate act, but now, everything changed. Her world had been shattered and rocked. Nothing mattered now but the wonderful sensations shooting through her as Fluttershy became her lover, her world, her everything.

It was in this one moment of overwhelming pleasure that she finally threw her head back, cried out, and emptied her juices all over the rod of flesh which had once been so invasive, but in the end, could not have been more welcome.

Fluttershy felt the liquid erupt from the other mare’s vagina and flood over her phallus as she closed her eyes. For her, many things were at play. Getting revenge for her fruit bat friends, fulfilling a love she’d bottled up since she was a shy little pushover, a strong desire to show the new pony what she had become…

Now all that she felt was happiness. In the end, the mare she always secretly wanted admitted her wrongdoing, as Fluttershy had taken her for her own. This scene had gone from a horrible rape to what now seemed like a consensual romance, as both mares locked together in intimacy, pleasing themselves with the other’s body.

She moaned and grunted, continuing to thrust faster, even after Applejack had orgasmed, feeling all the liquids inside rushing out around her shaft. As the pony beneath her continued to scream, the walls of her vagina tightened around her member, preparing to milk it when the time came. Feeling herself grow closer and closer to her own peak of ecstasy, Fluttershy slammed into the mare at the fastest speed she could muster, driving the point of release ever closer… and closer…

With one final thrust, Fluttershy let loose with a savage, feral shriek, unlike anything a normal pony might utter. Pushing herself as far inside as possible, she emptied everything she had, filling Applejack’s womb with her thick, white seed. With each spurt of fresh cum, another wave of pleasure washed over Fluttershy, as she felt her entire body begin to spasm with animalistic urges. More and more of the semen came, as Fluttershy was pushed to her mental limits by the walls clenching her member, and the cries of the pony beneath her as she was filled.

The warm liquid mixed with the Applejack’s own fluids, and before long, began to overflow, trickling out of the once-virgin pussy and collecting in a small puddle on the ground below.

The deed was done.

As Applejack felt the warm fluids within her, she fell limp on the ground, no longer penetrated by the large shaft of her friend. Soon, she would become a vampire bat pony. All there was left to do now was wait for the transformation to take hold, and soon, she would rise again with wings of her own. Her mind was hazed as she considered what mental changes might happen, from cravings for blood, to perhaps newfound confidence, or perhaps even an affinity for mischief. But it was useless wondering now, for the process could not be stopped, nor did she want the alternative, bleeding to death.

As she lay on her side, her senses beginning to blur together, she felt a warm body lay next to her, and a loving snout nuzzling her neck.

“Applejack?” came a soft, caring voice, “I… I know you probably think I’m completely insane like this… but… I want you to know… I always cared for you, and… I’m really sorry about how I behaved tonight… I know I hurt you, and… I don’t know if you’ll ever forgive me...”

“F-Fluttershy...” trailed Applejack, as she turned her head slightly to look the bat pony in the eyes. “Don’t worry… What’s happened has passed… and no matter what… we’ll still be friends...”

The yellow bat pony smiled. “I’d… really like that. Thank you, Applejack…”

Thinking her own thoughts, a mischievous smirk spread across her face.

“You know… you’ll be growing more than just wings, too~”

Applejack frowned.

“But...” she said, concerned, “What will ah do?... What if ah go crazy and… do horrible things to other good ponies… what if ah even try to hurt with my own family?... Ah’m scared of what I’m going to become, Fluttershy...”

“Aw, Don’t worry…” came her reply, “Being a vampire only drives you a little batty!” She giggled teasingly, before letting her head back in a maniacal cackle, laughing loudly at her own joke.

Applejack looked up at Fluttershy, not amused. She was legitimately afraid now of what her future held…

“Don’t fret, Applejack.” said Fluttershy, looking down with soft, loving eyes. “No matter what happens, and no matter how you might change when you awaken, I’ll be here for you.”

Slowly, and lovingly, Fluttershy lowered her face to Applejack’s, and planted a light kiss on her cheek. As the world around Applejack began to blur together, and the darkness came when she closed her eyelids, the last thing she knew of her old life was the touch of a mare she loved, her warm, caring breaths, and her lovely, enchanting voice…

“Hush now, quiet now,

It's time to lay your sleepy head.

Hush now, quiet now,

It's time to go to bed...”

Flutterbat Tastes the Rainbow

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“Take that, you… you…”

Rainbow Dash slowed the pounding of her hooves against what she had guessed would be flesh, as she noticed the being she was assaulting was neither fighting back, nor giving any hint of resistance. Halting her blind fury, she pulled her head back, letting the moonlight illuminate her target.

“You… scarecrow…”

Rainbow Dash sighed, as she realized her foe had been only the creation of her paranoid mind. This was the second time it had happened! Taking a deep breath, and trying to calm herself, Rainbow lowered her head in embarrassment.

Thank Celestia none of my friends were here to see that…

Grunting, she pulled herself off the limp figure. Making sure such a thing would not fool her again, she picked up the dead weight of the false pony, and placed it in the center of a clearing, to lie where the light from above revealed its true, harmless nature.

With that done, Rainbow Dash continued her search for Fluttershy. Flapping her wings, she lifted effortlessly off the ground, and then began to fly over the trees, scanning the ground and mess of darkened branches below her with watchful, frustrated eyes.

“Fluttershy!” she called out. “Hey, Fluttershy! Come on out!”

Continuing forwards, still with no sign of her friend, Rainbow listened for any response. When none came, she called out again. The trees around her seemed to distort her voice as it echoed back, only adding to the creepy atmosphere of mangled branches, and dark silhouettes.

The moon above cast its silvery light down, just soft enough not to outshine the stars. The sky was clear of clouds, displaying Luna’s night in its full splendor.

However, as the light found its way down to the orchard, the twisted, seemingly sinister branches made long shadows across the ground, as half-eaten and rotten apples littered the ground, their juices eaten by bats on the day before, and today, an insane pegasus. A pegasus that Rainbow Dash knew she had to help regain her senses, one who was her friend, but yet, one who also caused her to quake with fear.

Gulping, Rainbow Dash’s mind once again began to question whether it had been a good idea for her and the rest of the search party to split up, when Fluttershy, in her new, horrific form, could be anywhere. Who knew what her motives were, either? Perhaps this was even what she had wanted them to do…

Lost in thought, Rainbow Dash almost missed a scream of terror as it sounded somewhere in the distance.

What was that? she thought. Was that one of my friends? I’ve gotta help them!

With quick reflexes, Rainbow immediately set off towards the source of the sound. No matter what had caused the pony to cry out in such a way, her loyalty demanded that she do whatever she could to protect them.

As she approached her top speed, more screams came, all emanating from the same position.

Beating her wings hard, and picking up speed, Rainbow Dash rushed forwards, anger appearing in her features as her eyes narrowed, as she clenched her teeth behind her determined frown.

Whatever that is had better not be hurting one of my friends, she thought. Just wait 'til I get down there. I’m gonna…

As Rainbow arrived at the source of the cries, she looked down, searching for some threat for her to face, or some companion that she might defend.

Below her, a dark silhouette of a pony squirmed, as it lay on the ground screaming loudly. Was it hurt? It looked to be… trying to rub something from itself?

“Oh noooooooooooo~! My expertly styled mane! My lovely coat! It’s ruined, absolutely ruined! Oh, why does this always have to happen to meeeeeeeeeeeee~?”

Recognizing Rarity, Rainbow sighed in both relief and frustration. Here, she had thought there was real danger lurking about, but it turned out to be just her snooty friend acting like the drama queen she always was. She had wasted her time to rush over here, and that was not cool.

She quickly scanned the area for hostiles just to be sure it was safe, but found nothing. She hoped that this wasn’t what it looked like, that this wasn’t a waste of time, but the skid marks in the road, and a pony-shaped imprint in the mud told the tale. Rarity had just slipped and fallen in the mud, and was now fussing over her mane.

While Rainbow Dash loved her friends, and cherished their companionship, times like these made her wonder how she had met and befriended the fashionable mare. They hardly shared interests, and their dreams were completely different, but they had come to understand and care for each other regardless.

That is, except in times like these.

“Oh, come on, Rarity.” said Rainbow, folding her forehooves in front of her chest. “I heard you screaming and thought you were getting assaulted by something dangerous, not just mud.”

Rarity jumped at the sound of Rainbow’s voice, letting out a squeal of surprise, but realizing her company wasn’t hostile, soon returned to running her hoof through her mane, trying to clean it out.

“I’ll have you know, Rainbow Dash, that mud can indeed be very dangerous if not applied to the skin just right.” She said haughtily, as she stuck her nose up, trying not to give any sign of embarrassment.

Rainbow Dash shot Rarity a disapproving glance.

“Whatever. As important as your frou-frou fashionista mane might be, next time you get mud in it, could you not scream so loud? Everypony from here to Canterlot must have heard you!”

“Hmph!” replied Rarity, trying her best to maintain her composure. “Maybe I will, maybe I won’t.”

Determining it was no use trying to reason with the unicorn, Rainbow smacked herself in the forehead with a hoof.

Why had she expected anything different from Rarity?

“Whatever,” she said, turning in the air to resume the search. “Let me know if you actually find anything important.”

With that, she left the fussy unicorn behind to muddle with her mane. There were more important things for her to attend to, like looking for Fluttershy, and trying to solve the problem plaguing this orchard in the first place.

Moving once more, she flew towards the center of the orchard, scanning the trees as she flew over them. Calling out Fluttershy’s name, she adopted the same pattern from earlier. She would call out to the abandoned farmland, before listening for any response, though none came each time. Another call, then another silence. more trees flew past her vision, as she flew over them, but none contained any trace of the yellow pegasus that she was searching for.

Grunting in frustration, Rainbow Dash continued on.

Then she heard a soft, unmistakable sound echoing from nearby. It started so soft, Rainbow could have sworn it was the wind, but then, as she flew forward, it began to sound closer, louder, and clearer.

It was Fluttershy singing.

“Hush now, quiet now,

It's time to lay your sleepy head.

Hush now, quiet now,

It's time to go to bed…”

There was no doubt in Rainbow Dash’s mind. This was Fluttershy’s singing voice, singing her favorite lullaby. Her mind instantly began to ask questions. Why was Fluttershy singing, and why a lullaby of all things? If she’s able to sing, does that mean she somehow changed back to normal? Who is she singing to?

However, Rainbow knew that the only way to sate her curiosity was to see for herself, so she slowed the flapping of her wings, swallowed her fear, and began to move cautiously towards the source of the sound.

Peeking over the top of one of the ruined apple trees, Rainbow found herself looking into a small, grassy clearing.

Very little moonlight filtered through the trees, as the clearing was close to the very center of the orchard, and the grass was thick and unkept. A small dirt path made its way through the center of the clearing, though given the state of the rest of the orchard, it would more likely be a mud path now. A few bushes were placed here and there, but most of the ground space was merely littered in apple cores, and other pieces of half-eaten fruit.

Looking over the clearing, Rainbow could see no sign of Fluttershy.

Instead, in the center of the clearing was the unconscious body of Applejack.

Seeing red drops of blood trickle their way down from fang marks in one of her flanks, Rainbow Dash immediately dove from her vantage point, abandoning any form of stealth in favor of getting to her friend as soon as she could.

The sound of Fluttershy’s lullaby continued to fill the clearing, seeming to come from all directions at once now.

“Drifting off to sleep,

The exciting day behind you…”

“Oh my gosh, Applejack! What happened to you?” said Rainbow as she reached her friend’s side. She looked over the body, immediately looking for signs of life. Lifting Applejack’s head, she checked for a pulse. Finding a somewhat steady heartbeat, and noticing that the orange pony was still breathing, Rainbow felt a wave of relief wash over her as she realized Applejack wasn’t dead… yet.

She placed her hoof over the wound, hoping to stop the bleeding at least temporarily. Applying a bit of pressure, she simultaneously checked Applejack for any other injuries.

“Drifting off to sleep,

Let the joy of dream land find you…”

As she checked Applejack’s body over, she suddenly discovered the trickle of white fluids coming from within her friend’s heavily stretched love tunnel.

By Celestia, Dash thought. What in the world happened here?

“Hush now, quiet now,

It's time to lay your sleepy head.”

Dash’s mind ran a mile a minute, as she heard Fluttershy’s voice seem to grow louder around her, as she held the body of her friend.

I can’t stay here! Whatever happened to Applejack might happen to me! I need to go and find… but no, Applejack needs medical help, and now!

Left with no other option, Rainbow Dash yelled to the surrounding trees, calling for help.

“Twilight! Pinkie Pie! Rarity! I need help over here!” She screamed, as the melody continued, drawing ever closer to its conclusion. “I’ve found Applejack, and something’s happened to her! Somepony help! We all need to get out of here, and fast!”

Hush now, quiet now,

It's time to go to bed…”

There was no response, except for the last bits of the song, as the haunting voice finally trailed off, the melody ending.

A shiver ran down Rainbow’s spine as the clearing fell into silence again.

She felt her friend’s blood on her hoof, and spread her wings, ready to flee at any moment, should she need to. She watched the trees carefully, looking for anything that might appear, and hoping to be ready for it when it came.

She heard a light flap of wings behind her.

“My my, I wasn’t expecting you to find us this fast, Rainbow Dash~.”

Rainbow immediately sprung up into the air, taking off at high speed. She didn’t like it when ponies snuck up on her, and especially not when she knew there was danger about. If Applejack’s condition told her anything, it was that the orchard was no longer safe.

Leaving a bright, rainbow-colored trail behind her, Rainbow Dash fled the scene, flying over the apple trees. Flapping her athletic wings with all the energy she could muster, she shot forward like a bullet, picking up more and more speed as she tried to put as much distance as possible between herself and the spot where she had been startled, and where she had found Applejack. She wasn’t sure what had happened to the apple farmer, but she sure didn’t want it to happen to anypony, especially not herself.

Rainbow briefly looked back over her shoulder, checking if anypony was pursuing her. She hoped it wasn’t the case, hoped she was still alone in this dark orchard, hoped this was all just another trick played by her delusional mind.

But it wasn’t.

A dark shape was rocketing right after her, keeping pace and rapidly closing in.

Turning around with a jerk as her eyes flew wide with surprise, Rainbow Dash put on another burst of speed. She began to fly lower as well, so that she now had to twist and turn between trees, as their drooping branches made obstacles for her. Swerving left, right, up and down in quick, practiced movements, Rainbow kept up her speed. The tree branches scratched at her sides slightly, occasionally hitting her wingtips as she swooped past them.

Moving in the most complicated patterns she could manage, Rainbow flew, never looking back. She focused her entire being on dodging the trees as they came, making sure she did not, for any reason, slow down.

After what felt like hours of furious aerial maneuvering, Rainbow’s mind began to calm itself. Was she safe? She hadn’t forgotten that Applejack lay in that clearing, bleeding out. Surely, her pursuer had lost her by now, right? Could she go back and find her friend?

Slowing the flapping of her wings slightly, Rainbow Dash looked back. Was her pursuer gone? Was she safe?

But no, it was still there, the dark shape matching her pace, weaving through the trees just as gracefully. The only visible parts of the silhouette were glinting, sharpened fangs and a pair of red, bloodshot eyes.

Holy crabapples! thought Rainbow, shocked. How is that even possible? There’s nopony in Ponyville who’s even close to how fast I am! I need to…

Thud.

Suddenly, as Rainbow Dash turned her head forwards, she found herself ramming straight into the trunk of a tree. The tainted and withering leaves soon became just about all she could see, as branches surrounded her, painfully hitting her wings, and forcefully knocking some of her feathers out.

Feeling a sharp impact as her head met tree bark, Rainbow Dash was dazed for a few seconds, forgetting the situation at hand as the world spun around her.

It was only a temporary setback, however, as she quickly shook her head to clear it. Thinking to immediately resume her desperate flight, she pushed against the branches about her with her hooves as she moved her wings, trying to free them so she might get out of this accursed tree.

To Rainbow's dismay, neither seemed to work. Her wings could barely move, trapped in a tangled mess of wooden limbs that seemed almost unable to bend or break, and as she pushed at those below her with her stronger hooves, they would only creak and move back into position as she pushed against them. The terror in the back of Rainbow's mind intensified again as she realized her new predicament.

She was now stuck in a tree, completely helpless as the dark pursuer approached.

Cruel laughter sounded from somewhere behind Rainbow.

"And here, I was thinking that I would have to catch you and pin you down myself! Now, I don't need to lift a hoof, for the best flier in Ponyville has trapped herself in a tree! Nice going, Rainbow Crash!”

Something about Fluttershy's voice disturbed Rainbow Dash deeply. It could have been her newfound confidence, or the mysterious way she was carrying herself, but Rainbow thought she heard something new in her friend, a lower, more menacing voice that spoke like a demon as it possessed the once-gentle pegasus.

Just the thought of such a thing made her shiver, a cold sense of dread filling her.

Struggling against the branches again, Rainbow flexed the muscles in her wings as hard as she could, but the restraining wood would not budge. Growling in frustration, she found it was no use. The only way she could get out of this was with somepony else's help, and from the sound of it, she wasn't likely to get any from the pony who was slowly approaching her from behind.

Fluttershy chuckled as she eyed the blue Pegasus. The foliage was thick around Rainbow, blocking her upper body with a mass of leaves. Her hind legs stuck out of the brush, along with her athletic, muscled, juicy plot.

Her tail hung loose, the rainbow streak of color obstructing just enough of the view to not completely expose her, but still give Fluttershy a hint of arousal as she watched. The hindquarters wiggled slightly as the mare struggled against the tree branches, but making no visible progress towards slipping out of the snare of wooden limbs.

Fluttershy watched the mare squirm, forming a toothy grin as she relished in Rainbow’s fear.

"Well, here you are, Rainbow, helpless before me, just like Applejack was. You might not be an Apple, but I can make do. I'm sure you have plenty of tasty juices…"

Rainbow Dash recalled the state of the orange pony when she had found her. The fang marks that were her one bloody wound… Had those been made by Fluttershy? Did that mean she was a true vampire pony now, who wished only to drink her blood? Rainbow could hardly imagine Fluttershy, the most timid of ponies, ever doing such a thing, but the monstrous voice behind her changed all that. It could happen, and it was happening now.

"Fluttershy…" Rainbow whispered through gritted teeth. "What happened to you? I thought you've been my best friend since flight school, when we were just fillies… Don't tell me you're just going to forget all that! Snap out of it, and help me out of this!"

The defenseless, athletic plot wiggled in front of Fluttershy, calling out to her darkest instincts and desires. She licked her lips with a long, distinctly un-ponylike tongue.

"I've never forgotten, Rainbow Dash." Fluttershy said, as she landed softly on a branch that was sticking out conveniently near the spot where the other Pegasus had crashed. Her wings stopped their slow flapping, folding at her sides as she advanced towards her friend, drooling slightly as she anticipated the feast to come.

"All those years I've spent with you, Rainbow, those years of growing friendship, attraction, and closeness… They only make me want to do this all the more. Oh how I've grown to love you, to desire you, to lust for you… I can't wait to have a taste… of your lovely, thick blood…"

Fluttershy's tongue, wet with saliva, met Rainbow's flank, and lovingly began to trace small circles around her cutie mark. Filled with sensual desires, Fluttershy savored the taste, which, while quite different from Applejack's, had its own delightfully colorful flavor.

Feeling the uncomfortably moist tongue slide up and down her cutie mark, Rainbow Dash grunted, the unfamiliar sensation unsettling her ever more, as terror took hold. Struggling madly against her confining prison of foliage, she tried to move her hindquarters away from the tongue, but found no relief from its loving touch. Rainbow shivered nervously, as she was forced to let the predator take its first taste.

And now that Fluttershy had gotten a taste, there would be no way she could be convinced to stop.

"C-cut it out… Don't do this…” whined Rainbow quietly, though she knew such feeble comments could not free her.

Fluttershy laughed as she continued to taste the pony in front of her. Teasingly, she lifted a hoof and batted at Rainbow's tail, causing it to swish to the side, revealing the treasure it had been hiding for a moment before swaying back into place.

If Fluttershy could see through the wall of foliage separating her from the face of her prey, she might have seen Rainbow Dash, the self-appointed "most awesome pony in Ponyville," blushing a deep crimson as a squeak of fright left her lips.

Her sensitive ears, however, heard all she needed. Her friend was much more sensitive here than she had thought.

"No, Fluttershy! N-not there! Lemme go!"

"Not where? Here~?" said Fluttershy teasingly, as she pushed Rainbow Dash's tail aside once more. This time she held it up with her hoof, pulling it forcefully out of the way as she revealed Rainbow's marehood, a soft pink slit that stood out among the light blue fur.

Instinctively pulling her legs together, Dash tried everything she could to hide herself, but it just didn't seem possible. Fluttershy held her tail up, and despite the small wiggles that she made in protest, she could do nothing to stop Fluttershy from seeing her most private areas.

It's adorable, Fluttershy mused as she looked over the untouched, virgin snatch. Too bad it won't stay like that after I'm through with her…

She strained her neck forward, and lightly touched the slit with her tongue.

Rainbow's reaction was immediate, frantic, and filled with panic.

"A-Ah! G-get away from there! You can't just…"

However, as long as her restraints held her, Rainbow could do nothing to stop the yellow bat pony from using her as she pleased.

A toothy grin spread across Fluttershy's face as she ignored Rainbow's protests, instead choosing to violate her further. Her tongue swept over Rainbow's lady bits, slowly leaving a trail of saliva over the sensitive skin. Once it reached the end, she stopped, before making the agonizingly slow way back down, touching over the same skin once more. Up, then down again, she slowly began to add more and more pressure, pushing harder against the heated nethers.

Rainbow Dash shivered as she felt the unfamiliar touch on her slit. She could feel Fluttershy back there, the movement growing ever faster as the tongue swept over her folds. While Rainbow might have touched herself there before, it was a completely different feeling to have another pony doing such, especially when she wasn't able to stop them. Gritting her teeth, she tried to suppress the heat that was growing inside of her, but as she felt new pressure added, it began to rise out of her control, leaving Rainbow gasping for air, unwanted arousal beginning to take hold.

"Ack… F-Fluttershy… Stop… D-don't you dare-"

Rainbow's protesting voice was suddenly silenced as she felt fangs poking between her legs, as Fluttershy gave a warning bite, pressing with her fangs enough to cause pain, but not enough to draw blood.

“You think you can just tell me to stop? How cute~.”

The tongue pressed against Rainbow again, and she grunted in response. This time, however, she held back her outbursts, hesitant to provoke another bite from those long, sharp fangs, even if they weren't sinking into her skin just yet.

Adding more pressure, Fluttershy's licks began to plunge deeper and deeper into Rainbow’s inner crevices, as the tongue finally began to push inside. It wasn’t long before Fluttershy chose to change tactics, opting for smaller, yet much faster swipes of her tongue. She also began to explore smaller areas, venturing deeper inside the cunt, and massaging the inner walls.

Rainbow squirmed, still stuck in the tree as she felt the tongue sweep over her quivering walls. Her cunt tightened in response to the stimulation as Fluttershy kept up the attack, assaulting her depths with that tongue, wiggling and lashing… it was a strange, perhaps even pleasurable feeling, but Rainbow dreaded what it might mean. She hoped that this wasn’t it was leading to something… bigger. Something she wasn’t sure she wanted to be a part of. Something that might have her ending up just like Applejack…

A swirl of fears, questions, and new, strange sensations were forced upon Rainbow, making her unable to process what was happening. Her speech became little more than gasps and squeaks, with an occasional moan working its way into her voice. She knew that this was something she didn’t want, that she should be trying to stop, but her mind’s processes slowed down, losing all sense of reason, and simply let the new feelings come to her.

Fluttershy grinned as the flank and hind legs stopped thrashing.

“Yes… accept it. You’re mine now, Rainbow… all mine… None of your friends can save you now…”

Hearing Fluttershy’s words, Rainbow couldn’t help but believe it. Nothing could save her now… She was doomed to be the plaything of this bat pony, her life was in the hands of a monster.

Still the sensations came, pushing her mind to its limits as she struggled to keep her head in the right place. She kept trying to tell herself that this was wrong, that she should hate what was happening to her, but as the steady lapping of Fluttershy’s tongue at her cunt intensified, she could feel herself growing moist, as her body reacted to the stimulation.

Fluttershy sneered, taking a hoof and slapping Rainbow’s plot in a hard spank. The sharp sound of the smack echoed through the trees as Rainbow cried out yet again.

Hearing that glorious little yelp of pain from the blue pegasus below her, Fluttershy smiled in satisfaction. It wasn’t long before she spanked Rainbow Dash again, this time hitting her other flank. The plump rear end turned a delightful shade of red as another vocal reaction from her prey came to her ears, only egging her on as she raised her hoof for yet more strikes.

“You know you like it, Rainbow Dash.” She said. “You like everything I’m doing, don’t you? You like being spanked like a naughty filly, and licked while you’re stuck in this tree like a bird that can’t leave the nest… You like being my little plaything, and you like how I’m using you for my pleasure…”

“Tell me you like it, Dashie… I wanna hear you say it.”

“N-no…” Said Rainbow, as Fluttershy paused her licking to let her speak. “Y-you won’t get to me that easily… if you want to break me… you’ll have to do a lot better than that…” Rainbow tried to keep up her pride, to tell the bat pony that she wouldn’t give in, not after a thousand spanks, nor even a thousand swipes from her long, flexible tongue.

“Mmm… that’s alright… I like my victims feisty…” she smirked, “This is only a taste of what is yet to come… though I’ve certainly had more than just a taste of you…” Her fangs glinting, Fluttershy gave Rainbow one last lick, savoring the taste of her juices.

Rainbow panted heavily as she felt the last flick of Fluttershy’s tongue.

If this was only a taste, she thought, I don’t want to know what she has planned…

Fluttershy giggled, “You seem so nervous, Rainbow… why? I thought you were going to be the most daring pony in Ponyville, never scared of anything. Am I really that scary?”

Rainbow winced, readying herself for another lick to her marehood, or another hoof smacking down on her defenseless flank, but neither came. Fluttershy’s voice fell silent for a few moments, and Rainbow felt the tension in the air begin to rise. With the branches and leaves trapping her, she couldn’t see what her assailant was doing, and that frightened her more than anything. She could do whatever she wanted back there… but just what would it be?

Then, Rainbow felt it.

Something long, warm, and fleshy was rubbing against her inner thigh… something soft… something that was definitely male.

“F-Fluttershy? W-what the flying feather is… g-going on h-here…”

“What? Don’t like my new toy?”

“Y-you have a…”

“Eeyup.”

The warm, limp phallus pressed up against Rainbow’s leg, rubbing against it, and forcing its existence to be made all too clear. Some branches above Rainbow’s head shifted, creaking under what rainbow could only assume her Fluttershy’s hooves as she lifted her upper body up, and pushed her hips forward to make the rod of flesh press into her skin. It felt large, almost too much to be believable. But there it was, pressing against her, ready to be put to use in ways that Rainbow knew could not be good for her.

Fluttershy grinned as she pushed her hips against Rainbow’s flank. It felt good, pressing her recently acquired dick up against Rainbow’s healthy, round plot, rubbing, grinding… but it had no effect on the member, not growing harder or larger... What she needed wasn’t this stimulation… but blood.

Still, she continued to grind her phallus against the helpless pegasus, torturing Rainbow with the knowledge that she had such a rod, and that she might just use it.

“Well, Rainbow? What do you think? You wanna try something fun with me, hm~?”

“N-no!” Rainbow snapped, as she began to regain some of her lost courage. Struggling madly against the branches confining her, she yelled out protests to the bat pony behind her.

“I want you to pull me out of this tree and stop being a bat! I want my friend back! I want to go back to Ponyville and have fun with my friends, not be stuck here with my ass sticking out, waiting to be molested by a monster who’s corrupted someone I care about! Please Fluttershy, just stop this, and we can-”

Fluttershy interrupted Rainbow Dash once again by biting her hard on the flank. This time, she showed little restraint, her fangs sinking into the skin and drawing blood as she heard Rainbow Dash scream in pain, her speech abruptly ceasing. Her lips curved upwards into a malicious smile. She dug her teeth into the deep wound, as she began to taste the flowing blood. After letting the pegasus squirm for a few second beneath her, she pulled her fangs out so she could speak.

“Still holding on to that faint hope that I might be reasoned with, Rainbow? I think we both know I’m far beyond that point now, and that you can’t stop me, so why don’t you just stop protesting and give in?”

“J-Just stop… please… please just…” she whimpered, “Whaddya want from me? Applejack was the one who wanted to force you into using the stare, not me… W-why do I have to suffer?”

Fluttershy didn’t respond for a second, as if she herself didn’t know exactly why she was doing such a thing. But it was only for a second, and soon enough, the grin formed on her face once more, and she licked the fresh wound she had just made, tasting Rainbow’s blood as it came trickling out of the puncture holes.

“Oh Rainbow Dash, I know you’ll have to suffer now…” She said ominously, “But when this is over, and I make you a bat pony like me… When you feel just like I do right now… I know you’ll come to forgive me.”

Rainbow’s eyes shot open. Had she heard that right? Fluttershy wanted to make her into a bat pony? Was that even possible?

So many questions filled her head as she weakly writhed, still stuck in the tree, helpless to stop Fluttershy from licking the blood from her punctured flank, hardly capable of understanding what was happening, and what might come next.

Fluttershy sneered as she lapped up the blood, chuckling darkly, “Mm… say Rainbow… do you want to know why I need to drink your blood? Do you~” she asked teasingly, gently running a hoof down the side of the blue pony’s flank, “Do you want me to tell you? Or would you rather I… show you~?”

Even as the words left her lips, she could feel the reaction taking place. The blood moved through her body… down her throat and straight to her ever-growing erection. It was nice and hard now, pulsing with need… ready to be plunged into a mare… and of course, Fluttershy already had her victim picked out, stuck in a tree, nice and helpless.

Fluttershy couldn’t see Rainbow Dash’s face, nor how she was reacting, but she could tell from her silence that the assault of fangs and tongue had definitely affected her, making her frightened and weak. As she took another lick of red fluids from Rainbow’s flank, she felt the pony beneath her shiver, just waiting to be given a horrible fate. Fluttershy grinned, as she cherished the moment, the mare below her clueless about the throbbing shaft that was mere inches from her private regions, nor what was fueling such a terrible weapon.

“Well, it’s not like your answer mattered anyway…” She giggled, “So I guess I’ll just… dive in.”

With that, she slammed her thick, rock-hard, foot-and-a-half long cock into the Rainbow mare’s plothole, forcing herself as far as she could, so that she felt her thighs slap noisily against Rainbow’s plot, groaning as she felt the tightening walls encompass her length.

Rainbow Dash screamed. There were very few things that might make such a proud, capable flier cry out, but the pain she felt as the huge, growing member was forced inside of her shot through her entire body like a bolt of lightning, shaking her to the very core. Never had she expected that this might happen, that her old friend from Cloudsdale, the meekest pony in perhaps all of Equestria, would choose to cause such unbearable pain, violating her in such an agonizing fashion. She could feel her insides protest the entry of the mighty intruder, but the forceful insertion plowed through all resistance, plunging deep inside her.

Fluttershy giggled between moans that forced themselves out of her. She began to move herself inside the other pony, back and forth… back and forth… groaning as that member was milked by Rainbow’s tight asshole, though with each slow re-entry, it seemed to grow less gripping around her, the resistance beginning to fade.

“Mph… How does it feel, Rainbow? Getting beaten, and taken advantage of by the shy little weakling that couldn’t even hold her own in Cloudsdale? Does it hurt? Is it humiliating?” She slammed brutally forward again, cackling as she heard Rainbow cry out.

The agonizing sensations as the rod was thrust into her once more began to slow Rainbow’s mind, the pain becoming all she could focus on, as she found no way to escape, no way to convince Fluttershy to stop, and no way to prevent the member from penetrating her plot again and again.

“W-why...” she managed to stammer out as she was violated, “W-why are you d-doing this to me?”

“Oh, Rainbow. You were always the egocentric one. Always thinking that you were special, but now, you’re just another check on my list… You’re not my only target, you know. I’ve already gotten Applejack… and after I’ve finished with you, there are other ponies that require my attention…”

Fluttershy began to rub the flank in front of her with both hooves as she continued to pound her ass. Her hips pushed back and forth, slapping against Rainbow’s thighs with each entry. The cries of pain from the mare continued to sound out, though they grew quieter over time, replaced by strained panting.

“N-no…” she said between gasping breaths, “N-not my friends… I won’t let you…”

“Don’t you get it yet, Dashie? This is all for the best! After I make us all vampires, we can all live forever, with an eternity to spend together. Think about it. What if Ponyville could stay the same, forever and ever, just the way we love it? Nothing would ever separate us…” she smiled, “This is all for your own good… I know that you’ll soon come to forgive me for this…”

Rainbow hardly felt reassured by these comments. This couldn’t be a good thing if it caused her such pain, could it? She could feel the member deep inside her, stretching her far beyond the limits she once thought she had, and working to only cause further agony as it moved faster now, pummeling her insides.

Fluttershy grinned as she continued to thrust into the mare, enjoying the tightness of the plothole. She felt such pleasure… and it was all moving her closer to her goal, closer to spreading her circle of bat ponies to include all of her friends. She moaned with pleasure as she plunged into the stretched hole repeatedly. The pleasure began to have physical repercussions, as Fluttershy soon began to feel a slightly familiar feeling run through her length, a warm, lustful pressure building up as she began to approach her release…

Oh, we can’t end this that quickly… she thought to herself. I’m just starting to enjoy myself. It would be a shame just to end things here, without having a little fun first…

Fluttershy slowly pulled out, and Dash sighed in relief as the long member exited her… maybe this was over… maybe now, everything would be alright again…

But it wasn’t.

Rainbow suddenly felt something new pressing against her plothole; not the phallus she’d felt enter her before, and not the soft, moist tongue… something much harder… and much bigger around… It took a few seconds for her to finally figure out what it was, and when she did realize such, she immediately began to panic again.

It was a hoof. Fluttershy’s hoof.

Before Rainbow could even begin to struggle against the branches trapping her, Fluttershy crammed her hoof halfway down her plothole, forcing the sides wide apart to make room for the large appendage.

“Agh!” Rainbow cried out as she felt herself stretched so far, she felt sure that she would tear in half at any moment.

Fluttershy twisted her hoof in, forcing it deep into the tight passage, going back and forth while thoroughly filling her victim. She dragged her hoof along her inner walls, making sure to fill every bit of her. Her hoof didn’t feel nearly as wonderful as her oversized member, but seeing Rainbow’s reaction was just as wonderful, and just as satisfying. She could feel the pressure and heat from her phallus calming itself slightly as she gave it some time to rest, letting it stand straight out from between her legs, still hard and just waiting for another chance to invade the blue mare’s holes.

But for now, She continued to push her hoof deep into Rainbow’s ass, feeling the warm, sensitive skin squeeze around it. The yellow mare giggled.

“What’s the matter Dashie? Don’t like my hoof? Does it hurt~?” she teased, as she moved her hoof around in her anal passage, dealing as much pain as she could, dragging along the inner walls. She could imagine the pain Rainbow must be in, and the thought only served to arouse her.

“Nnngh…” Rainbow grunted as she felt the cold hoof move in and out, slowly exploring every part of her insides. Still, she tried her hardest to maintain at least some of her composure, though such thinking was hard when such a large object was forcing its way into her plot.

“J-just get this over with.” She said, trying to sound as cool and collected as she usually was, but failing miserably as her voice cracked, interrupted by moans and whines. “I don’t wanna be here all day…”

Fluttershy snorted in amusement. “You say that like this is just a joke, and you'll walk away from it just like you were…” she said, mocking her prey. “Trust me. You’ve got a lot more to think about than just what I’m doing now.”

Fluttershy yanked the hoof out in a single, quick movement, before driving it back in as hard as she could, as if she were punching somepony. She was curious to see just how far down into Rainbow’s ass she could actually get.

As her hoof slammed into one of Rainbow’s inner walls, the force of the blow knocked her entire body forwards, plunging further into the tree and getting her entangled further. But the implications of such were nothing compared to the agony Rainbow felt as the hoof connected, not only stretching her as far as possible, but also impacting her with a mighty force. She screamed again, her screeching voice reaching a high, shrill pitch that would be embarrassing for any other pony to hear if she wasn’t in such a situation.

Fluttershy giggled, “Oh, how I love it when you scream… You’re a natural at it, Rainbow!” she cackled, twisting her hoof inside of the pegasus’ ass, eliciting another of those wonderful screams as it stretched her plothole…

Just when Rainbow felt like she might faint, Fluttershy finally decided to yank it out, leaving the plothole swollen, used, and much worse for wear.

“Mm… I think that’s enough of that…” She said, as she began to ready herself for more, this time with her preferred tool.

Rainbow let out a long breath as she felt the hoof slide out of her. Her backside ached from all of the abuse it had taken, and she wasn’t sure she could endure what was to come next.

Fluttershy smiled as she pressed her member up against Rainbow once more, this time preparing to enter the lower entrance, the one that was still dripping with juices from the earlier oral session. She could feel Rainbow tense up beneath her, and she smiled, knowing that her prey still feared her, still resisted, and still wished desperately to escape. She hung her head low over Rainbow’s plot as she readied her hip muscles to thrust inside the cunt that she just had to cum inside…

“Are you ready, Rainbow dear?” said Fluttershy, mocking kindness even as her words dripped with malicious intent.

Rainbow snorted between gasps for breath.

“Go buck yourself.” she said through gritted teeth.

“Oh? Still have some fight in you? We have to fix that…”

And with that, the mare thrust her large, throbbing member into the pegasus’ warm nethers, sinking the length deep within her. She closed her eyes, taking in the feeling a new set of walls clamping onto her fleshy rod, and relishing the scream that came as her virginity was taken.

“You’re pathetic, Rainbow… you can’t run… you can’t fight back… You can’t even stop the meekest, sweetest, most vulnerable pony in Ponyville from raping you…” she placed her hooves firmly on that plot, and pulled back a bit, before drilling in again.

“Tell me… how does it feel to be bested by such a weakling?”

Rainbow could feel the inadequacy stinging at her. Maybe… Fluttershy was right. Maybe she shouldn’t be trying to keep her confident attitude up. She was indeed being taken advantage of by a pony that was one of the least skilled flyers in Ponyville, and that knowledge pained her, even as the bat pony above her was rubbing it in her face. She couldn’t escape, so why was she making this harder on herself by trying to pretend she was somepony who was better than this, and acting arrogantly?

As if to punctuate the painful thoughts in her head, the member began its motions, pummeling her cunt with strong, forceful blows. It certainly wasn’t as painful as the anal insertions from earlier, but it still hurt to be violated in such a way, and by this pony in particular.

Fluttershy closed her eyes as she felt the mare relax, and accept this position. She enjoyed the feeling of dominance as her prey conceded to her will, giving in to her carnal desire. She truly loved Rainbow, and regretted treating her in such a way, but things were different now. She wasn’t the meekest pony in Ponyville anymore, nor was he a pushover. This new form had granted her confidence, and she wasn’t going to waste it, not when such wonderful things were now possible. Sure, she had feelings for her friend, but she had a duty to perform, and she had to finish the job before she lost her nerve.

With yet another sharp thrust, the member was pushed deep inside of Rainbow, prompting yet another moan from her lips. Her mind began to grow weaker as the tormenting sensations wracked her brain. As her willpower began to fade more and more, she could feel blood trickling down her flank as she was forcibly entered again and again… The blood loss was beginning to take a toll on her, and it was showing.

Fluttershy eyed the blood, tempted to remove her member and lap it up, the mere sight of the red liquid as alluring as milk to a kitten, but not even that wonderful taste could lure her away from the pleasure she felt as Rainbow’s tight cunt squeezed her cock. She couldn’t help but moan loudly in satisfaction.

“Mmm… Rainbow… you are… the best…” she grunted, indulging in the pleasure. She couldn’t imagine a feeling better than this, her friend’s love tunnel giving her such amazing sensations. She knew it was for the best, and that she was doing Rainbow Dash a favor, even if she didn’t realize it yet, so she pounded away with no remorse or hesitation.

She closed her eyes dreamily, enjoying the feeling as she began to pump in and out faster, her instincts telling her to fuck her harder, and intensify the pleasure. Though Rainbow might only feel pain, that wouldn’t stop Fluttershy from enjoying herself as much as she could, greedily taking what was now hers.

With no hope of escape, no companions to aid her, nor even any will left to sustain her, Rainbow could do little more than hold on for the ride as she was pounded mercilessly. The branches around her upper body shook with each thrust, reacting to the powerful force of Fluttershy’s hips as they slammed into the pegasus’ flank. Grunting and groaning, panting and moaning, Rainbow Dash couldn’t say anything in protest even if she wanted to. Her mind was blanking out, her body losing all of its strength, and the feelings of the world around her dimmed, except for the intense feelings of pain and unwanted pleasure as the phallus moved inside of her.

Fluttershy continued to pound her mercilessly, though she realized Rainbow was starting to lose herself. She had to get her back in the game… it wasn’t fun to just stay here fucking someone who wouldn’t respond… wouldn’t beg, plead, or even fight? Someone who would just sit there and be used as she wanted… No, she wanted some form of interaction at least. Leaning down, she whispered,

“I hope you’re ready to become a vampire, Rainbow, because the transformation will begin just as soon as I cum inside you…”

Rainbow could barely hear Fluttershy’s words, but even upon hearing them, it was a struggle for her to understand. So, she would become a vampire if the bat pony came inside? That meant that these were now her final few moments to protest, the last chance for her to avoid this fate somehow. However, with her muscles weak, and her mind shattered into a fragile mess, Rainbow knew that no matter what she tried, she couldn’t possibly succeed. Fluttershy had won, and now, she just had to take her prize…

“…Fine…” she said, speaking in a weak, feeble voice that contained no hint of the proud, athletic pegasus it had once belonged to. “Go ahead and do it… I can’t stop you…”

The once-proud Rainbow Dash had been broken.

Fluttershy smiled, “Mm… that’s right, you can’t.” She grunted as she gave another thrust, feeling the juices that trickled forth in response, coating her phallus in moisture. The cunt was wet, warm, and Fluttershy loved every bit of it…but with every thrust, and every excited moan, she grew closer and closer to her inevitable climax. She tried to hold back the almost overwhelming desire to blow her load, but she knew she couldn’t hold forever, as her dick grew warmer, and she felt the pleasure begin to build up inside of her.

Rainbow Dash could feel the bat pony panting hard at the very edge of her hearing, as the cock throbbed with the desire to release. She could tell Fluttershy was close, and as a result, felt her steady, measured thrusts become erratic and desperate, as the sensations began to overwhelm her mind. Rainbow couldn’t deny that she was beginning to feel her own finish approach, as the pain began to fade away, if only for a few moments, as the pleasure began to grow to unrelenting heights…

Fluttershy was on the absolute edge, and she pounded Rainbow’s cunt with all the strength she could muster. The world around her blurred together as she was lost in the moment, the approaching orgasm becoming the only thing that mattered. That release, and the pleasure that came with it… She wanted it so badly… She needed it…

And then it came. All the tension that had been building inside of Fluttershy evaporated into a cloud of ecstasy as she groaned and thrust herself into Rainbow, planting herself as far inside as possible. Her length began to twitch with pleasure as her hot, sticky seed suddenly burst forth, spurt by spurt, filling Rainbow’s insides. Fluttershy closed her eyes, moaning out a long, breathy exhalation of bliss.

Unable to handle such a large load, Rainbow’s cunt overflowed, the thick cum dripping down the inside of her legs, and falling to the ground below. Still the hard length buried inside her continued to let out more and more of the seed, filling Rainbow with a strange warmth. She could feel it… That hot, white fluid that now coated her inner walls. As she felt her worst nightmare come true, she knew that all hope was lost.

But even as her darkest fears were confirmed, the warmth in her nethers continued to play against her mind, making her moan out, and as she felt fluids rushing into her, her own climax came as well. The pleasure was bitter, as it had been forced on her by such a horrible act, but she felt it nonetheless, and her body could not help but react, trembling as her own fluids flowed to join those that were now filling her insides.

Fluttershy groaned, panting as she lay against her prey, the last bits of semen escaping her as she began to ride off her orgasm. Thick juices flowed around the rod that was inserted into Rainbow, slowly dripping from the stretched and abused hole.

“That was… amazing...” she trailed, catching her breath, “You’re so good at this, Dashie…”

Silence fell over the pair as Fluttershy took a long moment to catch her breath. Rainbow could hardly have brought herself to speak even if she wanted to as the world began to fade around her. Her body fell limp, resting against the very branches that had been holding her captive as her thoughts slowed, and her eyes closed…

Fluttershy giggled quietly to herself, as she stared down at Rainbow, who was now unconscious. Her eyes closed, Fluttershy knew that the transformation was now beginning, just as it had with Applejack. Rainbow would sleep here, her body changing and transforming before she awakened to a new life, full of new opportunities and fun times.

"How like you, Rainbow dash." The Batpony mused over the limp body of her friend. "Loyal to your old life, you kept struggling until the very end... If only there were some way I could've convinced you to give in earlier, this might've been so much more pleasurable for you."

But yet, as Fluttershy thought back on the moment they had shared, she couldn't help but feel strangely satisfied... Deep down, she knew she couldn't deny that she had enjoyed making love to her old Pegasus friend in such a forceful manner. She felt dominant, like she was bestowed with a new power over her fellow ponies. With courage burning where only timidness had once made it's home, the yellow pegasus could hardly make herself feel regret anymore. Rather, she only looked forward to her next victim.

Smirking, she looked down at Rainbow one last time, watching as thick fluids continued to drip from her marehood, leaving a small puddle on the ground beneath. Admiring her handiwork, Fluttershy closed her eyes,

“Good night, Rainbow Dash… you’ll see… soon enough, you'll realize why I had to do this... and once we're all together again... everything will be perfect.”

As she smiled, she turned, leaving the Rainbow pony there in the tree, limply hanging from the branches. She spread her leathery yellow wings, flying into the moonlit sky.

She still had more to do tonight.

Flutterbat Likes Rare Meat

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Rarity grimaced as she trotted, cautiously avoiding puddles of mud with each step. Her disgust was evident every time her hooves touched the ground, making awful squishing noises as they made deep indentations in the surface.

This place was so mucky… so filthy… Why did she have to be here anyway? Of all the ponies gathered in the orchard tonight, she was the least likely to be helpful, but yet, here she was, walking through the glade of ruined apple trees, defenseless. How was this a good idea?

But even as she asked herself that, she knew that Fluttershy needed assistance, and even if it was unlikely she could to provide it, she felt obligated to be there for her friend. Her loyalty demanded such.

And so, here she was, vulnerable as she slowly made her way through the dark trees. She didn’t know what would happen this night, but she was sure nothing good could come from such a horrid atmosphere.

Fear, anger, and confusion rushed through the unicorn’s mind, the whirlwind of emotions forcing her mind into a haze.

The atmosphere didn’t help. The tree branches tangled together, obstructing the dark, cloudy sky, as thick fog set low into the woods, allowing very little light to penetrate to the ground below. Rarity could only see because of the slight glow of moonlight, hardly enough to see her way past her muzzle.

As if to make the dark orchard even more mysterious, strange haunting sounds Rarity emanated from the trees around her. Ghostly shrieks echoed through the branches, as the trees groaned and swayed in the wind, intensifying the terror she felt in her gut.

This ambience slowly ate away at Rarity’s sanity, making her regret splitting off from her group of companions. She’d much rather be facing such a ghastly atmosphere with the comforting presence of her friends. Together, they could conquer any foe, but separated, cold, and alone…

It would be enough to make any mare scream. Splitting up made the five ponies vulnerable targets, so the plan made very little sense in hindsight. She could only hope that nothing bad had happened to her friends yet, and that nothing would happen to her.

She was slightly comforted by the fact that Rainbow Dash had responded to her scream earlier, despite the fact it was unnecessary. It showed that there was still a chance somepony would come to her aid if she encountered trouble.

She hadn’t seen Rainbow again for a while, though, and she could only wonder if the pegasus was still watching over the orchard. That small hope was the only thing keeping her from losing her mind.

What Rarity didn’t know was that Rainbow wasn’t the one watching.

Hanging from a distant tree limb, looking down at the clueless white mare with a burning gaze, Fluttershy smiled to herself.

“I’ve found you…” She whispered, her pointed fangs catching the moonlight as she prepared to swoop down on her prey. The thrill of the hunt made her shiver in anticipation, as she watched Rarity trot onward, taking the time to sidestep mud puddles, probably in an attempt to keep her prim and proper appearance.

As if that will last long with me around…

The soft noise of Rarity’s hooves trailed off as the unicorn continued to move onwards, unknowingly approaching the limb that the bat pony was hanging from, and the predator that wished to feed on her blood.

As Rarity trotted on, she suddenly let out a squeak of disgust as she accidentally stepped in a particularly deep patch of mud, her hoof sinking deep into the grime, immobilizing her.

Seeing her chance, Fluttershy spread her leathery yellow wings, flapping them into action as she let go of the branch, and swooped down towards her target.

The sudden impact took Rarity completely by surprise as a yellow bat pony grabbed her, knocking the wind out of her. One moment, she could feel the earth underneath her, and the next, she couldn’t tell which direction was up, as strong hooves wrapped around her body and hoisted her into the air, huge unnatural wings flapping powerfully as the ground grew further and further away.

Rarity screamed loudly as she was taken, her hooves now flailing against empty space. She struggled, but it did little to stop the bat pony from forcefully snatching her up with a powerful swoop. Trees sped past her vision as she was carried away from the orchard.

Scared out of her mind, Rarity looked up at her captor.

There, she saw the face of her friend, Fluttershy, distorted from the kind, loving pegasus she knew into a snarling, bloodthirsty monster.

She screamed again, struggling madly against the hooves that gripped her.

Fluttershy let out a violent hiss, angered by her prey’s attempt to escape. Struggling to keep her grip on the flailing pony, she was forced to slow her air speed slightly to make sure she didn’t lose her hold.

Rarity’s hooves battered her sides, their strikes coming now with more accuracy and strength, as she began to realize aimless flails would get her nowhere. This only made it harder for Fluttershy to hold on to her. Feeling the strength in her legs begin to wane, she growled, her prey seeming to become heavier and heavier, making every effort to escape all the while.

Fluttershy grunted and groaned, taking hit after hit. Her supernatural strength might not be limitless, but she knew it had to be enough for this. She continued to fly, her wing movements becoming more and more awkward as she began to lose some of her control… It wouldn’t be long until they made it to her intended destination. Just a little further…

She wouldn’t let go. She couldn’t lose her prey now…

But then, in a focused final effort to force her captor to release her, Rarity’s horn lit up, a magical aura forming around the appendage. Her eyes shut tightly in concentration, the white unicorn forced as much energy into her spell as she could muster, putting her all into a final, desperate measure.

A brilliant white ray of pure light erupted from the horn, filled with just as much radiance as Celestia’s sun on a clear day.

The spell had an instantaneous effect on Fluttershy, as she let out a shriek of pain, her powerful wings, previously flapping with powerful beats, suddenly lost their pattern, moving off-kilter. She began to sway, spinning out of control as she screeched loudly for the entire world below to hear.

“Gyaaaaaah! I’m burning! What have you done?!”

Yellow and white limbs thrashing violently against each other, the two ponies tumbled through the air, rocketing to the ground below.

The world spun in Rarity’s vision, as she continued to channel her energy into her spell. It was a simple light spell that most unicorn’s could use, and she had doubted it would actually affect her transformed companion, but now, seeing it working, she placed all of her hope into it. With the last of her energy, she thrust her forelegs at Fluttershy’s chest.

Feeling her hooves meet the bat pony’s yellow fur, she felt the hooves holding her give away, as she and her predator separated in mid-air.

A few moments later, Rarity plummeted into the treeline, feeling leaves and branches alike hitting against her fur as she fell through it, the foliage giving way before she found herself hitting the ground.

She felt the impact send painful vibrations through her entire body as she hit grassy earth. Rarity could feel her ruined coat and mane, former perfection changed into a muddy, unglamorous disarray, but at least she knew she wasn’t to be part of whatever Fluttershy had planned. Battered and bruised, she shivered in the cold, as she forced herself not to picture what the bat pony might have done if she hadn’t tried the light spell.

Rising to her hooves, Rarity glanced at her new surroundings. This was far from the apple trees of the orchard, though the eerie atmosphere remained. A thick fog masked the foliage around her, gathering into unnatural clouds.

Rarity cautiously stepped forward on uneven hooves, stumbling a bit before catching herself. She had to get away from here, or Fluttershy might find her again. She had to find somewhere safe…

Catching herself before taking another step, Rarity froze on the spot.

The clearing in front of her was filled with familiar blue flowers, just inviting her to take another step, and to walk into the sea of petals.

Poison Joke…

Shivering at the memory of the plant’s traumatizing effects, Rarity quickly shifted her course, and began moving in another direction. Remembering last time she had touched the flowers, she knew she didn’t want to be pranked by the mischievous effects ever again, and most certainly not tonight.

As unsettling as the flowers were, even more horrifying is the revelation their presence gave Rarity.

She had been carried to the middle of the Everfree Forest in the peak of night… and had no idea how to get back to Ponyville.

Rarity whimpered quietly to herself. Today was going to be a bad day for fabulosity.

She moved slowly and cautiously through the forest, constantly checking where she was stepping. Anything was better than being in that beast’s clutches… but the Everfree was a close second as far as dreadfulness went.

She crept between the trees and strange plantlife, ears pricked and alert to any sound, jumping occasionally from the ambient noises. Her paranoia at its absolute peak, Rarity felt just about ready to bolt in panic, regardless of the risks it might entail.

Then, as she felt her fear rise to its climax, she saw a small sliver of moonlight cut through some trees ahead of her.

Distorted by fog and the foliage ahead, Rarity could just make it out, but it was all she needed to see to feel instantly relieved. Was it an exit from this horrid forest? She dashed forward, pressing aside ferns, as the sliver of light expanded, growing brighter as the treeline thinned…

After what seemed like an eternity of galloping, she stood before one of the few places in the Everfree she actually recognized.

The palace of the two sisters.

The stone walls, crumbling apart in some places, but still standing regardless, towered above her. Statues of ponies that had died long ago lined the balconies and roof, adding creepiness to the ancient architecture.

Briefly considering her options, Rarity quickly concluded that the castle would be safer than remaining alone in the forest. She’d survived a night within the crumbling halls before, and she could do so again. Even if it looked extremely creepy as the moon loomed menacingly behind its silhouette, at least she knew what she was getting herself into…

Hopefully.

Trotting up to the front door, she lifted a hoof to the faded wood, pushing it open with a rusty creak. As it allowed her entrance, she quickly shed some light inside, revealing the interior of the shadowy manor with her glowing horn.

She stepped into a long entry hall, torches hanging along the walls, but all out. The stone was old, moss gathering in the cracks that lined the ancient walls. Its stairways and arching doorways were accentuated with huge statues, and long tapestries depicting the glory of the former alicorn residents.

As the door shut behind her, she felt much safer, closed in by sturdy, if unfamiliar walls.

Of course, she would still have to watch her step. If her last venture here had taught her anything, it was that the ruins were still full of active pitfalls, secret passages, and traps.

Using her magic, she cast a glowing beam inside the structure, looking over its contents carefully before moving forward. Cautiously, she trotted through the abandoned structure, intent on finding a room suitable to take shelter in until dawn, when it would be safe to return home.

Her hooves made sharp clip-clop noises as she entered, their ghostly echo the only audible sounds throughout the interior. Every time the sound came back to Rarity, it was distorted into a beating noise that made her fur stand on end, her nerves getting the better of her.

Though this atmosphere frightened her in so many ways, she knew she was safer here than outside, at the mercy of the elements and hostile creatures. She desperately wished that her friends could be with her, though, like every other time she had visited these ancient ruins.

Picking a doorway at random, she moved deeper into the heart of the structure. At first, the rooms she passed though seemed familiar, as she shone her magical light on the old furnishings. She recognized a flag she had helped restore, hanging on a display, and noticed a pressure plate that she knew opened up a hidden trapdoor.

As she moved on, however, she eventually found herself knowing less and less of her surroundings, as she moved through the very heart of the castle. Ascending a long stairway, Rarity couldn’t help but feel uncomfortable yet again, as she trotted forwards at an anxious pace.

Rarity looked around as she trotted around a corner. Cobwebs were scattered about the entire area, indicating a large amount of spiders in close proximity. Rarity grimaced. Even if they were harmless, the arachnids were hardly something she wanted near her as she slept. Turning about, she set off to find another, less creepy room to stay in.

Traveling the abandoned halls, Rarity inspected every room in her path, finding each one unsuitable, for a variety of reasons. One was too dusty, another completely unfurnished, and one even housed a pony skeleton, driving Rarity to further doubt her decision to enter this horrid castle. Any bedding she managed to find was worn away with the years, completely ruined and useless.

Was there anywhere here that might live up to her standards? Every room she entered seemed to be worse than the last.

Every room, that is, except one.

When Rarity laid eyes upon the last room in the castle, at the top of the highest tower, she gasped in surprise.

Everything looked brand new. With not a single cobweb to be found, nor a single crack in the stone walls, the beautiful room was decorated with curtains of royal purple and thick carpets of passionate crimson. A wooden wardrobe, a tall, crystal mirror, and a large, elegant bed made it seem almost like home.

Rarity could hardly believe her luck. This glorious place must be the master bedroom, suitable for a princess. Considering a beautifully painted portrait of the alicorn sisters on the eastern wall, she didn’t doubt that they themselves might have spent many nights here.

Yes, this was it. This was the place she would spend the night. It was perfect!

She walked slowly to the center of the room. Lit candles hung from the ceiling, filling it with a warm, inviting atmosphere. As her hooves trod over the carpet, it softened the sound of her steps, unlike the hard stone floor everywhere else in this castle.

Briefly looking herself over in the mirror, Rarity sighed at her disheveled mane, mud-smeared fur, and horrid appearance. There was nothing she could do about it, however, so she quickly turned away.

Looking over the room a few more times, just to be sure it was safe, she eventually found the long, sleepless night weighing heavily on her, and decided to rest now. She could think of no safer place in the castle to settle down, so she quickly set a chair against the door, making a half-hearted barricade, and flopped herself over onto the majestic red sheets of the bed. Relaxing her tired and dirty hooves, she set her head down on the soft pillows, closing her eyes…

For a moment, she could feel the tension in her aching body relax as her mind found peace, knowing she could rest easy until morning…

Then, she heard a soft click from under the sheets, as if she had unwillingly triggered a hidden mechanism.

Instantly, she felt strange, ancient devices set into motion beneath the soft mattress, serving some unknown purpose. Rarity’s mind jarred back into motion, as she panicked, sure that she wouldn’t like whatever was happening.

But before she could react, she felt cold metal touch her legs, latching onto her hooves and restraining them. Their touch was forceful, not caring at all for her comfort as she felt the ancient trap catch her.

Glancing to her sides, she saw strange, yet sturdy beams extending from the sides of the bedframe, with steel cuffs on the end to hold her hooves. The mare struggled against them, but found it to be no use, her physical strength no match for the restraints. Powered by a strange magic, the device seemed to sense her resistance, and only pulled her hooves further apart, leaving her ever less room to move, until she was completely helpless, her front and back legs spread across the surface of the bed, and her body stretched across it.

Of course the room was a trap, Rarity thought, swearing to herself. It had seemed too good to be true, and now she knew it had been so. Unable to move, no matter how much she struggled, she tried to use her magic to free herself, but she could feel something about the newly activated device stop her, sapping any energy that she channeled to her horn away from her.

Cursing her thoughtless decision to relax for even a moment, Rarity was now trapped here, locked in a room that nopony would think to look for her in, in the middle of a forest any sane pony avoided. How was she going to get out of here now?

And so, Rarity could only lie there, shuddering, gazing up at the ceiling. She’d thought herself safe, and in a moment of weakness, fallen into a cruel trap. She had to wonder who’d set it… and why they might clean and restore just this one room. Rarity cursed her own stupidity for falling for such obvious temptation. She frowned, struggling weakly against the bindings.

And then, she heard it.

The sound of large, leathery wings beating against air.

Rarity’s mind raced, as the sound slowly and steadily increased in volume, as if somepony were approaching the open window, knowing of her precarious position.

A shadow fell over the room as a dark shape entered through the stone archway to the outside. The candlelight reflected off long, gleaming fangs as the figure grinned maliciously. Rarity felt her breath catch in her throat as her worst fears were realized…

It was Fluttershy.

Rarity was fucked.

Her stomach tied into a knot, Rarity’s struggles became frantic, though she realized that her demise was now inevitable.

Was this all part of her plan? she thought to herself woefully. What in Equestria is going to happen now?

She whimpered and braced herself for whatever new suffering she would have to endure, as the figure of the bat pony before her let back its head and cackled in triumph.

“Well, well, well,” Fluttershy said haughtily, “What have we here? A damsel in distress, trapped in the highest tower of a castle? What horrible monster could have done such a thing to you?” Letting out a sarcastically overdone gasp, Fluttershy mocked Rarity, driving her almost to tears.

“What’s that? You trapped yourself in here? Oh, what misfortune!”

Rarity winced at the taunting, hoping that there might be something, anything, that might help her escape from this torture, and whatever was to come.

She closed her eyes. The words her friend spoke pained her, but she could do nothing to deny that they were true. Gritting her teeth, she wished she had some retort, some way to defend her actions, but she could find none in the recesses of her tormented mind. The knowledge that the worst was yet to come only placed more pressure on her, reducing any attempts at words to stammering, and incomprehensible rambles. Recognizing her own terror, her sanity faded, as her face paled.

Her feeble efforts to remain calm only served to amuse Fluttershy as she toyed with her new prey’s emotions.

“What’s the matter Rarity?” the bat pony laughed, “Embarrassed? Shamed? About as much as that time you nearly disowned your sister? Or the time you were convinced that a rock was a diamond?” Fluttershy patted the unicorn’s forehead with a hoof as she watched Rarity’s cheeks redden.

“Yeah, you’ve really messed up this time. You saved me a lot of trouble though…”

Taking her time, knowing Rarity couldn’t escape, Fluttershy turned away from the bed, trotting about the small room and admiring the surroundings. She nodded approvingly as she looked over the lit candles, elegant curtains, and other features.

“You picked the perfect room too! I love the atmosphere. It almost makes me feel like those vampires from the old novels… I think I’d make a fine Count Trotula,” Fluttershy mused, seemingly deep in thought.

“I just need… Oh my…” She said, before rushing to the wardrobe and throwing it open. Upon examining its contents, she let out a laugh of happiness.

“Perfect!”

Reaching inside, Fluttershy pulled out a long, black cloak. The fabric flowing and light, it seemed like it were made for just this moment, just for Fluttershy. Along the inside, a bright crimson pattern showed through. Small holes in the fabric, just large enough for bat wings to fit through, were lined with a similar red fabric, making them comfortable as the bat pony slipped it on, allowing the flowing length to fall over her hindquarters.

Looking directly into Rarity’s eyes, Fluttershy grinned widely, showing off how well her fangs complimented her new attire, making her look as menacing as she might imagine a dark predator of the night.

Then, suddenly breaking her character, Fluttershy giggled, doing an experimental twirl like Rarity might on the catwalk, letting the cloak fan around her.

“Isn’t it just fabulous darling? I love the color, and it’s so comfortable! What do you think, Rarity?”

The white unicorn was surprised at how fitting the cloak was for such an occasion, but it was hard to put her feelings into words, knowing that whatever she said, she would be at this pony’s mercy, should she dislike her response.

“I have to admit, it definitely looks nice,” she said timidly, “But… I hope you’re not planning on doing any of the… things Trotula would do in a cloak like that.” She smiled weakly, hoping she could convince Fluttershy out of whatever she was planning.

“Oh… I plan to do all of those things… What kind of vampire would I be if I didn’t?” she said calmly, leaning her upper body over the bed and down at the restrained unicorn while licking her lips.

“Besides, I still need to get back at you for that little light show you put on…” She said, “You have no idea how much that hurt me.”

Remembering the screams she had heard as she cast that spell, Rarity shuddered. Had she only angered Fluttershy with that, so she might do worse things to her now?

Rarity gulped, terror rising as her dreadful fate was confirmed. She remembered reading about vampires in old novels from Twilight’s library, about seductive, enticing bat ponies who would drink the blood of high-class mares like wine, and revel in the wealth and strength they acquired from their victims. She never once thought the tales could be true… until now. Now, a real manifestation of depraved fantasies stood before her in flesh and blood, ready to take her for its own.

Only vaguely recalling the details of the scenes from the books, Rarity trembled as she imagined what was to come.

Fluttershy chuckled, “Mmmm… you’re looking forward to it, aren’t you? Don’t lie. Vampires are supposed to be romantic, seductive… you love such poetic things, right?” Leaning ever closer to Rarity’s exposed neck, she whispered into her ear in a soft, breathy voice.

“Have you ever thought of becoming one? I could take you right now… make you an immortal creature of eternal beauty, so you can keep your youth and elegance… forever…”

Feeling warm breath on her skin, Rarity couldn’t help but let the flowery words sway her thoughts.

To be forever young and lovely… It would be any mare’s dream… Perhaps if I just gave in…

No. That was just what her captor wanted her to believe. She couldn’t trust Fluttershy… could she?

Caught up in her internal turmoil, Rarity struggled against her bindings. Once again, she tried using magic, but managed only to have her horn glow lightly before fizzling out. Something was suppressing her abilities…

“No… I can’t…” She said between gasps for breath.

“You could,” Fluttershy whispered, her words sweet as honey. “Don’t let your mind keep you from the greatest gift you could ever receive… don’t hold yourself back… You want it. Deep down, you know you do.” As she spoke, she let her warm breath fall over Rarity’s neck, teasing the snow-white mare.

“But… what would all my friends think? I can’t just… ignore how they’d feel…” Rarity said between terrified shivers.

“Your friends will all be vampires too.” Fluttershy said, smiling viciously down at her with a hunger in her eyes, “Two of them, I’ve already turned… So of course they’ll accept you when you join them!”

Rarity looked back at Fluttershy in shock. Two of her friends had already become victims to this creature? How could she have let that happen? She loved her friends, and she could hardly stomach the thought of them being forced into a horrible situation, being taken advantage of, and transformed into monsters…

No. I won’t let this stand! she thought. My friends haven’t all been caught, and I need to stay strong, to resist this foul temptation!

Trying her magic yet again, Rarity put all of her energy into mustering as much light as she could. If she could only make a blast of sunlight like before, perhaps she could purge Fluttershy of her newfound evil, and stop this all now! Concentrating hard, she squeezed her eyes shut, panting with the effort…

But all she managed to conjure was a faint glow, flickering for a moment before slowly fading out.

“N-no… why can’t I…” Rarity stammered, panicked. How was this happening? Why wouldn’t her magic work?

“Who knows?” Fluttershy said, shrugging indifferently. “The ponies who invented these devices have been dead for centuries, along with their secrets. All I know is that they work…”

Looking back to her prey again, Fluttershy grinned, her fangs gleaming.

“…And as long as they work, that’s good enough for me. You’re bound, helpless, and now, I’m going to make you mine!”

“No… No! Please, just let me go!” Rarity screamed, but alone in the middle of the Everfree forest, there was nopony to hear her, no matter how loud she cried.

“Hmm… what to do first…” Fluttershy mused aloud, tapping her chin as she pondered her course of action. She sneered down at her terrified victim, as if looking over a meal.

Rarity’s mind was frantically trying to come up with some plan to escape, some way she could prevent this foul creature from claiming her for its own, but all that her horrified mind would allow her to do was struggle weakly against the mechanism holding her hooves in place, and whimper weakly.

“I can’t wait to have my way with you…” Fluttershy whispered seductively in Rarity’s ear. Leaning close, she pressed her tongue against Rarity’s cheek, and gave a long, slow lick down the side of her neck.

The terrified mare quivered at the unfamiliar tingling sensation, though she was powerless to stop it.

“Mmmm… you taste wonderful… Even better than I imagined…” the bat pony said, her voice laced with desire. “I can’t wait to move on…”

Her tongue worked its way downwards, past Rarity’s neck and down between her spread forelegs. Slowly, enticingly, it stopped to rest on her stomach, before making the agonizing journey lower, approaching her most sensitive areas.

Rarity, who was never very good at hiding her emotions, couldn’t hold in a gasp as she felt the warm, moist tongue arrive at her marehood and make its way over her folds in a slow, affectionate gesture. As it lifted off her skin, she exhaled, but a moment later, she felt it move back up her slit, and she moaned, letting her head fall back. Her hind legs pressed against their bindings, desperate to shield her nethers against this intrusion, but making no headway, Rarity could only vocalize her response as Fluttershy invaded her most sensitive assets.

The predatory mare stifled a giggle as she ignored her victim’s cries of protest and went in for another long lick, sliding her tongue over the slit, adding more pressure this time so that she began to descend to the inner folds. As soon as it was over, she licked again, starting up the mare’s vocalizations anew. Pressing deep, Fluttershy moved with precision, hitting all the most sensitive places, which sent a shiver through Rarity’s body. The taste was wonderful… and Fluttershy couldn’t wait to take this mare for her own.

Pressing her tongue in deeper now, Fluttershy began to get more and more of a reaction from Rarity, who was now openly moaning. The sensations felt strange to her, like nothing she could have imagined, driving her mind wild with confused arousal. She’d never expected her first time to be like this, and the thought of where it was leading only served to make her more desperate to escape.

Still, she could feel Fluttershy’s tongue working its way inside of her, her inner walls closing in on it as it explored her depths. As it forced its way further and further inside, tasting her juices, Rarity felt herself grow more and more moist, her body now out of control in its forced passion.

“Oooh… Fluttershy… ah… s-stop this… I c-can’t…” Her words interrupted by gasps, moans, and whimpers, Rarity could hardly get the words out.

“You can’t what?” Fluttershy said, pulling her snout back long enough to respond. “When I’m done with you, there’ll be plenty of things you won’t be able to do!”

Rarity let out more lust-filled noises as Fluttershy drove back in as deep as she could force herself, her tongue tasting every inch of the interior, each movement sending the bound mare into a flurry of squeals and moans. She wouldn’t give in or back down now that she had her prey right where she wanted, and continued to attack the mare’s vulnerable snatch relentlessly.

Rarity could feel pressure rising up within her, the stimulation becoming too much for her to handle. Letting out obscene, unladylike noises, she struggled against her bonds even harder now, as she felt her climax begin to approach. And all the while, the tongue filled her, moving about inside of her, and lapping up her juices. It felt so very strange and pleasurable, and Rarity knew she couldn’t hold on much longer.

Fluttershy smiled as she continued to lick her victim’s cunt, driving the pony ever closer to the edge. Seeing Rarity’s reactions only encouraged her, driving her to gradually speed up her movements, adding more and more stimulation.

“Ah… F-Fluttershy, stop… Nnnngh… If you k-keep doing that… I… oooh… I’ll…”

Rarity’s voice rose in pitch and volume, her mind becoming unfocused as everything around her began to fade, leaving Fluttershy’s tongue as the one, single thing she could think about, the only thing that mattered in this horrible scene. The forced pleasure continued on and on, driving further and further towards the final moment where she would convulse, and hit the very peak of bodily pleasure, despite its involuntary nature. Unable to interfere, Rarity could only throw her head against the pillows on the bed, eyes shut, as she screamed out, just waiting for the end to come…

…But it never did.

Rarity wailed as the orgasm approached, but just before she could feel the tension release, she felt Fluttershy’s tongue pull back from her folds, withdrawing its pleasing touch.

Her body shaking, she felt her climax, so close to being attained, cut off at the last moment. For the longest time, she was on that last edge, her body screaming to go over, but denied the passage. Her moans and whines continued to fill the room, almost painful now that they were left on their own, with nothing to drive them on but the memory of the bat pony’s tongue against her sensitive flesh.

“W-what… agh… why did you… nnnnngh…” Rarity squeaked out.

Fluttershy sneered down at the bound mare with teasing eyes.

“Mmm… why should I tell you? You’re not in much of a position to be questioning me,” she said, laughing to herself.

Rarity tried to calm herself, to suppress her arousal so that she wouldn’t look so desperately uncouth. Her face was flushed, and though she managed to slow her racing thoughts and heavy breathing somewhat, she could do little to hide her dripping, moist, cunt.

Fluttershy glanced back down at the entrance, watching the juices form a small wet spot on the bedsheets below.

“You’re so wet…” the bat pony whispered. “You want me to finish you really badly, don’t you?”

Fluttershy leaned over between Rarity’s legs again, and let her warm breath fall over Rarity’s slit again. The unicorn shivered in response, still trying and failing to regain her composure.

Giving the marehood yet another lick, Fluttershy started the process again, moving her tongue slow at first, but gradually getting faster. Rarity let out a long groan as she felt the pleasure rising yet again, making all of her struggles to calm herself for naught. Reduced once more to a quivering wreck, she could only cry out as the sensations hit her even harder this time.

“N-no… not again… ah…” she said, the pressure building to its climax yet again.

But just as before, Fluttershy pulled back just before the last threshold, leaving her victim to squirm.

“Well, if you insist,” She said, licking juices from her lips. “I won’t.”

The mare could hardly keep herself sane. She was bound, helpless, while this predator had its way with her, never even letting her find her release. She looked up desperately, her distressed mind making the entire room seem fuzzy and distant as she once again felt her senses on edge, just short of finding a climax. Flinging her head back and forth as she arched her back in a desperate attempt to push herself closer to the tongue that had stopped so suddenly, Rarity still found no to relief.

Her body needed the orgasm so much… but her mind screamed for it all to stop, to escape before something worse happened. Rarity could feel conflict rage within her. Writhing with the feeling of denial, she could barely make sense of anything.

“Ooooh… Fluttershy… S-stop this… I can’t… take any more… ”

The bat pony smiled, fangs glinting in the candles’ dull glow.

“Oh Rarity, you think this is the worst I can do? How cute. I’ll enjoy seeing you squirm when the real fun begins…” She trotted to the head of the bed, the long, dark cloak trailing behind her. Hanging her head over Rarity’s face, he planted a mockingly sweet kiss on her whimpering prey’s cheek.

Gradually, Rarity felt her body begin to calm down from its second denial, but her fear and anxiety remained. As she felt Fluttershy’s lips lovingly touch her face, she shied away from them, moving her head as far away as her bonds would allow. She didn’t know that what was coming, but it was sure to be horrible.

What scared her the most, however, was that Fluttershy showed no sign of restraint, and no hint of her former self. There would be no reasoning with her now.

“N-no…” She said, straining to make her words clear, but unable to hide the terror in her voice.

Fluttershy merely ignored the mare’s protest, as she teasingly licked around the base of Rarity’s neck, letting her tongue taste the delicate skin, the only small layer keeping her from the blood that lay beneath.

“Mmm… I haven’t had more than a taste, but even what little I had was delicious…” she said, her voice sending shivers down Rarity’s spine.

“I can’t wait to bite into you…”

Rarity could say nothing, as she felt the moist tongue touch her skin, seductively tracing a path around the veins in her neck. Feeling a small poke of teeth against her a moment later, Rarity flinched, letting out a squeak of protest.

Fluttershy only giggled at her reaction. Leaning ever further over her prey, she let her teeth brush against the mare’s neck again, letting her feel them prick her skin like needles.

As the mare beneath her grew more and more nervous, Fluttershy felt her patience grow thin. Her primal desires began to take hold, now that she was so close to the blood she so desired to taste, and the moment where she would truly claim Rarity.

“Just close your eyes,” she said, letting her fangs rest on the soft flesh, ready to dig in. “Don’t struggle, and I’ll make it quick and painless.”

Rarity could feel the sharpened teeth there, pressing ever so slightly against her. The points were like knives, as slowly dug into her skin. There wasn’t much pain, but it was all she could focus on, as the pressure grew and grew…

Then, the fangs found blood, finally sinking deep enough to draw it from Rarity’s neck. The thick, red fluids trickled out slowly at first, but as the fangs lodged themselves further into the skin, the flow became greater and greater.

Fluttershy drank enthusiastically, tasting the sweet, delicious flavor as she sucked, drawing ever more out. It tasted so good, she couldn’t make herself pull away, even to make more teasing comments. It was so wonderful, so tasty, so filling, as she felt her body taking the substance, and using it for its own purposes…

Rarity whimpered as she lay there, feeling her essence draining away. She stopped her violent struggles, as there was little purpose anymore. Now that these fangs had pricked her, and her strength slowly faded, she had little hope of escape, and even less hope of overpowering Fluttershy. She could only lie there, forcibly exposed, as she let her captor do as she wished. She let the blood seep through her neck, flowing silently out as she felt her body grow ever weaker…

All hope gone, she sobbed, tears flowing from her eyes. Rarity couldn’t stop whatever was to come, and soon, her life would be changed forever. To know that it was actually happening, and that she would never be the same again, was an agonizing thought. But as long as the blood flowed, and as long as she remained trapped here, there was nothing she could do about it.

The bat pony frowned as she drank more and more of the tasty fluids. She’d expected the mare to fight, struggle, and cry out, but her prey gave no reaction. She’d expected begging and pleading, but was met with only acceptance. This irritated her, especially since Rarity was so prone to over-reaction in her normal life. Trying to elicit a more emotive response, she pulled her mouth from the fresh wound on Rarity’s neck, licking her lips to savor the taste.

“What’s the matter, Rarity?” she asked, as she stood over the mare, “Are you already giving in? I would have thought it would be harder to break you… and I had so many worse things to break you with…”

The foreboding statement made Rarity shiver, afraid of what worse there could possibly be than this, but she knew that no matter what it was, she couldn’t stop it. Begging and crying out would only give Fluttershy the reaction she wanted, and encourage her to go further. Silently resolving to try her hardest to keep quiet, Rarity bit her lip, hoping not to display her nervousness.

Fluttershy sneered deviously down at her victim.

“You’re doing so well at keeping everything in… We’ll see how long that lasts…”

Grinning, Fluttershy kissed Rarity’s neck, just above the two puncture holes as traces of blood still trickled out.

“You know, biting your neck isn’t enough to turn you into a vampire by itself… There’s still something else I need to do…”

Accentuating her words by running a hoof sensually down the mare’s side, Fluttershy took her time, wanting to see every moment of Rarity’s fear and confusion, and then, the moment when she finally broke, letting out all of her emotions in a single, glorious release. She smiled, watching Rarity gaze back at her, her eyes wide in shock, as sweat rolled down her forehead.

“…Something far less pleasant than just a little prick.”

Grinning widely, Fluttershy winked at Rarity, which only served to confuse her more. Something was off about how Fluttershy was moving now, something she couldn’t understand. With her words, she promised agony, torture, and excruciating pain, but as she walked about the bed, swaying her hips playfully, Fluttershy looked surprisingly cheerful.

The fog in Rarity’s mind, caused by the lack of blood, only made her weakened thoughts move slower, unable to process what Fluttershy’s change in demeanor might mean.

The bat pony giggled sinisterly, looking down at her prey.

“Hmm… I don’t know if you’re even ready to know… ” she said, striking an overly thoughtful pose. “I bet you’ll cry like a scared little filly when I tell you.”

Rarity was trapped, unable to avoid whatever fate was in store for her. Nothing she said now could change it, so she looked back at Fluttershy with her best attempt at a glare. Try as she might, however, she could not stop her voice from cracking as she stumbled over words.

“B-bring it o-on… Y-you c-can’t scare m-me…”

“Mmm… so you do have some fight in you,” Fluttershy responded, her grin growing even wider. “We’ll see how long that lasts…”

Keeping her weakened gaze on Fluttershy, Rarity could only watch as the yellow bat pony climbed up onto the bed with her, slowly rising ever higher over the other mare, until Fluttershy stood directly over her, the ends of her pink mane falling to the pillows beside her head.

Her fangs gleaming as she grinned, Fluttershy waited for Rarity to notice what was now just above her, hard and throbbing, and just waiting for attention.

It took a moment for Rarity’s gaze to slowly descend, no longer meeting her captor’s gaze, as she began to realize something was truly amiss. Something was there when it shouldn’t be, and something was looming threateningly above her, promising nightmarish torment.

Fluttershy let out an evil cackle.

“Oh, now you see the trouble you’re really in, don’t you?” She looked down at the helpless mare with a predatory gaze. The mare could only stare in shock, her jaw gaping open as she witnessed that which would be her demise.

Hanging just above her was the largest, thickest, most threatening dick she had ever seen.

Oh dear.

Rarity couldn’t keep herself from staring at this new, monstrous instrument of torture, as it was presented to her in all its glory. She could hardly prevent herself from whimpering as she imagined just what Fluttershy might be planning to do with it, and what that meant for her.

“So sure of yourself now, Rarity?” Fluttershy laughed cruelly, as she let the white mare process just what she was seeing.

“But… but… Th-that’s impossible!”

Fluttershy giggled, “Oh? Are you positive? ‘Cause I’m pretty sure that’s real!” she said, swaying her hips teasingly, letting the hardened member bounce up and down a bit, the bottom of each movement allowing the tip to touch Rarity’s exposed stomach briefly.

“You see,” Fluttershy said, “when a mare becomes a vampire pony, she must undergo this change. It is a gift… a blessing that allows us to do the deeds of the vampiric… Perhaps now you can guess what must actually be done to make you one of us…”

Rarity shuddered. She could imagine plenty of ways that this newfound terror might be used, and none of the possibilities seemed appealing to her. Her hooves pushing against the restraints again, her mind began to whirl back into a panic, preparing to violently protest whatever was to come next.

“Mmm… so, Rarity… what do you think? Do you like it?”

The vampire grinned maliciously down at her prey as she repositioned herself, turning around so that her menacing phallus dangled mere inches from the bound mare’s muzzle. As she did so, she looked down, turning her attention to Rarity’s alluring snatch. The view only served to arouse her, and she felt her cock twitch, lightly touching the nose of the defenseless mare below, despite how far she shrunk back into the pillows.

Rarity turned her head, shying away from the massive rod, which only looked more imposing and repulsive up close.

“Come on… We’re friends right? You can tell me what you think…” Fluttershy said, teasing the mare below, who remained silent.

Rarity gulped, afraid to open her mouth with such a threatening object so uncomfortably close to her face.

The mare’s lack of response was irritating Fluttershy. It was so much more fun when the victim reacted, and Rarity was getting quiet again…

As Rarity still refused to speak, Fluttershy found herself driven by a newfound impatience, lifted one of her hooves and smacked Rarity’s face with it. With a loud slap, it hit with a powerful impact, making Rarity cry out in pain.

“Say something, you annoying little wench! You don’t want me to get angry, do you?” Fluttershy said with a growl.

Rarity could only whimper as she felt the hard member press against her face, now with more force.

“W-what do you want me to say? That I like it when you’re raping me?” she said, looking up at the bat pony with wide, frightened eyes. Rarity’s lower lip trembled violently as she threatened to burst into tears at any moment. Her friend had gone completely insane, and she had no idea what might happen if she didn’t do as commanded.

“Oh come on… ” Fluttershy sighed, annoyed.

The bat pony’s irritation only slightly satisfied, she continued to press her hardened rod up against Rarity’s face, the sensation so pleasurable, despite her doing nothing more than place her phallus against the mare’s fur. Now that she felt the pleasuring stimulation, she began to make small grunts and moans, just as Rarity had done earlier. Still, as the pleasure jolted through her body, Fluttershy found the strength to lower her head to speak to her prey.

“I can’t tell you what to say, Rarity, but don’t just lay there and take it. I’m raping you here! Surely you have something to say about it!”

To punctuate her desire for a reaction, Fluttershy picked up one of her hooves and stomped on the bed, dangerously close to Rarity’s head. Feeling the impact as the entire mattress shook, Rarity flinched, crying out with a squeal. The noise, like music to Fluttershy’s ears, only made her more anxious to move on.

“Mmm… About time I got you to react…” Fluttershy whispered teasingly down at the bound mare, her eyes blazing with a cruel, lustful hunger.

“I wonder if I can do it again…”

Rarity opened her mouth to protest, to say that this wasn’t a game, that Fluttershy should remember their friendship and stop her horrible plan…

But as her lips parted to speak the words, Fluttershy thrust her hips forward, giving her a mouth full of dick.

All of Fluttershy’s annoyance washed away as she felt her new member force its way into her helpless victim’s mouth, causing her attempted speech to form only as a muffled exclamation of surprise and pain. The feeling of the mare’s lips and then throat around her meat was pure bliss, and she sighed contentedly as she entered, letting her length sink into the mare, then holding it inside while she made quiet whines and whimpers.

“Ah… just as good as I imagined.”

Rarity couldn’t share Fluttershy’s enthusiasm, as her horrified mind could only concentrate on how much she disliked the new intrusion. Desperately trying to get this horrible rod of flesh out of her, though it was impossible while her bindings still held, she tried to cry for help, to let Fluttershy know she was hurting her, but the member in her mouth muffled her voice, distorting her words beyond all meaning. Shutting her eyes tightly, Rarity felt tears emerge, as the bat pony above her moaned in ecstasy.

The bat pony left her length deep inside Rarity’s throat for a moment longer, then pulled back, letting it slide out about halfway. Then, she let her hips plunge it back in, pushing further this time. As she heard Rarity react with another pained whimper, the pleasure returned, urging her to continue the assault. She pulled back, then sank back in, repeating the movement again and again, picking up speed…

It wasn’t the main course this mare had to deliver, but Fluttershy knew Rarity was suffering regardless. Her rod was hard and thick, swelling with the blood she’d drunk, and each time it sank into Rarity’s throat, she pushed it as far as she possibly could, gagging her victim and inflicting severe pain.

Between her moans of pleasure, Fluttershy laughed at the victim below her, as she tormented the mare with her length.

“How are you feeling now, Rarity?” she asked, her words laced with lusty desire. “Still think you can defy me?”

Her victim could only groan and gag on the length, pressed so deep inside of her. Sighing, Fluttershy suppressed her violent motions just enough that she could hear what the mare had to say.

“Fluttershy, S-stop this…” Rarity said, barely getting words out as she choked around the member that was forcing its way down her throat. “T-this isn’t you!”

“Oh, but this is me!” the bat pony responded, sneering down at her victim. “I’ve just changed since we last met...”

Rarity readied another response, but it was cut off as Fluttershy grew impatient and thrust her rod down the mare’s throat again. Gagging in protest, she glared up at the bat pony, frustrated that she couldn’t get a word out, but that emotion hardly lasted as the painful thrusts continued.

Fluttershy only smiled, moaning as she felt Rarity’s tight throat around her member, and continued her assault.

“What’s the matter? Don’t like Fluttershy anymore?” she asked in a mocking tone. “Whatever happened to all that lovey dovey talk about being friends forever, hmm?”

Rarity felt her heart wrench, hearing that last statement. She had always hoped that she and her friends could be together for their entire lives, that nothing would break them apart, but in one night, Fluttershy seemed to have ruined the prospects of such happening. She could only imagine what would happen after Fluttershy was done with her… how far apart they might drift from her other friends…

“Aw… don’t worry,” Fluttershy said, laughing. “I’ve turned Applejack and Rainbow Dash, and soon, you’ll join them… After I get Pinkie and Twilight… we can all be together as bat pony friends again… forever…”

As she felt another powerful thrust force the member deep inside her, Rarity pondered Fluttershy’s words. She didn’t intend to break apart their circle of friends, even though she was doing such horrible things…

A small spark of hope flickered in the back of her mind. If Fluttershy still loved her friends, did that mean her former self was still here? Deep down, did Fluttershy still have some small bit of her old kindness locked away?

“But… hmmm… there is one issue...” Fluttershy paused, seeming deep in thought.

Rarity looked up. That one little bit of hope that Fluttershy had just given her was dissipating fast as her fears drove her mad. She whimpered around the member, still unable to speak her mind freely, and could do nothing but listen as Fluttershy played with her.

“You have a horn,” The bat pony said forebodingly, “As I’m sure you are aware, Unicorn horns are symbols of purity and known for their curative properties. Those who have them can prove to be very… resistant… to magic that isn’t their own.”

Rarity flinched as Fluttershy followed her last statement with a particularly hard thrust of her hips, lodging her member deep inside the mare’s throat one last time, cutting off her air supply completely, before finally letting the long stallionhood slide out, letting Rarity gasp for breath, her mouth free from the monstrosity that had desecrated it.

Coughing loudly, Rarity tried to bring herself to speak, to beg Fluttershy to let her go and not to make this situation any worse for her…

But trapped as she was, she felt a cold despair, as she realized what was coming, what horrible fate was soon to befall her…

“If I tried to make you transform into a vampire now,” Fluttershy explained, “The magic of that horn of yours would make every effort to cure you… to stop the changes to your body…”

“So effectively, while you have that horn on your head, I can’t make you one of us…”

Rarity felt like she should be relieved upon learning such a fact, but the malicious grin on Fluttershy’s face made her uneasy. Was her friend planning to...

Rarity suddenly widened her eyes, shocked by the realization of what Fluttershy was implying.

“N-no… you can’t mean… You wouldn’t dare!” Rarity screamed, struggling against her bonds desperately. She knew what this predator had in mind, and just the thought of it made her feel sick.

“Oh, but I would.” Fluttershy responded, licking her lips as she watched Rarity tremble in fear and horror.

“To make you a bat pony, I have to cut off your horn.”

Rarity gulped. She would have struggled against her restraints, and done anything to get away from this place, but she had long since abandoned the idea, as all her previous attempts had failed. She wasn’t sure how she could possibly escape from this.

Fluttershy stepped down from the bed, her hooves making a light clip-clop as she walked about the room, searching for something, presumably some instrument with which to remove the unicorn’s source of magic. As Fluttershy looked into the wardrobe, Rarity was left alone, exposed, and helpless, merely awaiting the fate her captor had decided for her.

Not finding anything to her liking immediately, Fluttershy cursed under her breath, annoyed. She pushed long, ancient fabrics aside, uncaring for their preservation, in search of some form of blade. Growling, she almost gave up in frustration as her efforts proved fruitless.

Then, suddenly, her voice perked up with a new enthusiasm.

“Ah~!” she exclaimed triumphantly, “This will do…”

Rarity watched as the bat pony finally emerged from the wardrobe, holding up a small knife, and grinning in satisfaction.

The blade was obviously old, but somehow still sharp, despite however long it had laid in this castle unused. The handle was made from a smooth red wood, encrusted with a golden trim and set with several rubies, though their color had faded over the years. A gleaming, serrated edge made the blade seem extremely threatening, though it was very clearly not just for show.

Rarity's eyes widened dramatically, and fear ran down her spine as she feared what was to come. Sharp as it might be, that knife’s work wouldn’t be over with quickly, nor would it be painless.

“How lucky that such a thing was just lying around…” Fluttershy said, savoring the moment. “Funny, it almost looks like it was made to be used on an elegant mare like yourself…”

Rarity whimpered helplessly, and her captor sneered as she strode back towards the bed where she was trapped. Walking forward seductively, she hovered over the white unicorn, running her tongue down the dull side of the blade as it glinted in the moonlight, and Rarity’s eyes began to fill with tears as she realized just how close she was to losing something she held dear.

“Please, Fluttershy… D-don’t do this! My horn is all I have. Don’t take it away from me!”

Fluttershy waved off her feeble pleas with a scowl.

“I’m sorry,” she said, a serious frown on her face, “But this is something that I have to do. Sure, your horn might be all you have now, but with it gone, I can give you so much more… You should be thankful.”

Rarity shivered nervously as the bat pony leaned over her, and ran a hoof against her horn, teasing her prisoner and playing with her last hopes.

“N-no… I don’t want this. You used to be my friend, Fluttershy! Don’t you know how much my magic means to me? Without it, I don’t know how I’ll still run the boutique…”

Just the thought of her dreams, her passion, and her livelihood being ruined forever was a terrifying prospect, and it haunted Rarity to the core as Fluttershy ignored her begging, only continuing to prepare for the procedure.

“Yes, Rarity, I used to be your friend,” the bat pony responded, “and one day, when you realize the gift I am giving you, we will be again, but at this moment, sacrifices must be made for the glorious future I have planned.”

The bat pony took a long pause, allowing her words to sink in.

“Don’t worry Rarity… once this is all over, you’ll be more beautiful than you ever were before…”

Whimpering, Rarity flinched as the bat pony placed the serrated edge of the knife against her horn, looking away as if she couldn’t bear to watch what she was about to do.

“Don’t move, or this will hurt more than it has to.”

Sobbing in despair, Rarity felt the sharp, steel edge begin to saw at the base of her horn. The pain was excruciating as she felt the blade move back and forth, keeping up a steady pace. Slowly but surely, the knife sank into the hard, bone-like material that acted as a conductor for magic, severing it from the mare’s forehead. Small sparks of magical energy burst from the cut as it grew ever deeper, working its way through the very source of her power and grace.

Rarity screamed, crying out in pain.

It was agonizing, to feel the sharp metal cut through her most prized asset, but the physical pain was nothing compared to the mental, as she realized now that she would never do magic ever again, lose her ability to find gemstones, and never again have a hope for becoming a high-class unicorn fashionista. It hurt, knowing that her dream would never come true, and that even now, she was losing an important part of herself.

Fluttershy closed her eyes as she gripped the knife handle between her teeth, slowly sawing at the horn. She heard her friend’s sobbing, screaming, and begging, but she couldn’t stop now, despite her sympathy for Rarity's plight.

Rarity’s screams faded into quiet whimpers as the blade sank ever further, and the pain grew to unbearable levels. She wanted to scream, squeal, and cry out loudly, but now found herself unable to do so. Every time she opened her mouth to voice her pain, only a gasp of air, or a tiny whimper would escape her. Looking up at Fluttershy with pleading eyes, she begged the heavens to stop her, for this horrible scene to end…

But it only carried on. The sharp edge of the blade cut through the center of the horn, now more than halfway through…

Just a few seconds later, with a small crack, the entire horn was forever lost, severed from the body of its owner, and useless.

Rarity shut her eyes, lamenting her fate and wallowing in grief as the bat pony set the horn on one of the pillows next to her head.

She was a nopony now. Without magic as a means to run her business in Ponyville, she couldn’t make the bits to support herself, or her little sister. Her lovely figure, perfectly shaped as it was, was too delicate for the hard work that earth ponies did to make a living. There was no way Rarity could return to pony society again, or ever live a decent life. Without her magic, she was truly useless.

Now, as much as she hated to admit it, her only choice was to be consumed by the monster Fluttershy had become, to embrace her new future, and hope that she could still carry on somehow.

Fluttershy watched as everything set into Rarity’s mind, the glint of hope that once shone in her eyes dimming. Like it or not, the mare had to accept what was yet to come, for now, there was nothing else to be done.

Silently, Fluttershy stood over her victim, watching as the reality fully hit her.

"I’m sorry I had to do this to you, Rarity,” she said, breaking the silence. “But your old life is over now, and a new, greater future lies ahead of you. A new, eternal life, with all of your friends by your side…”

Fluttershy took a long pause as she stood above Rarity, her large, fully erect penis hanging threateningly. Having been left untouched as she did the deed, its excitement was beginning to get its owner impatient, as she slowly began to leave her remorse behind.
“What’s past is over. Only the future matters now.”

Rarity looked up, lip trembling in fear. She wasn’t sure what future Fluttershy had planned, nor if it would actually happen, but she knew that was now her only hope, and she could only follow it to wherever it lead…

Fluttershy lowered her hips, allowing the tip of her phallus to rub up against Rarity’s stomach, causing a sharp, pleasurable feeling to run up her body, only egging her onwards, as she let her member move slowly down Rarity’s body, until it finally rested at the entrance to her delicate, still-moist slit. Applying just a tiny bit of pressure, but not enough to penetrate, Fluttershy heard Rarity let out a tiny gasp at the sensation, while she vocalized her own satisfaction.

“Well then, Rarity...” Fluttershy said, leaning her head down close to her victim’s. “This is it. As soon as I cum inside… the transformation will begin. After that, you’ll wake up as an immortal vampire bat pony… and so will all of your friends.”

“We have a long and wonderful future ahead of us,” she said, looking down at Rarity as she looked back up.

“All I need to know now is… are you ready for me to show you what that future holds?”

Rarity sniffed, holding back yet more tears as she looked into Fluttershy’s eyes. They seemed so focused, powerful, and sure… but deep within them, Rarity saw a small hint of the Fluttershy she knew at heart, the friend who would only do things that were the best for her, and could be trusted with anything.

“I…I guess… I d-don’t have a choice anymore…”

She looked back into those eyes, knowing that soon, she would be just as mad, and urge-driven as this pony above her. These were her last moments truly being herself.

“But… i-if that’s really what you th-think is best, Fluttershy…”

Letting out a deep sigh, Rarity let herself give in.

“I… I’m ready.”

For the first time that night, Rarity saw Fluttershy smile with a deep kindness down at her. She had fought so hard, wanted so badly for this all to stop, but now, she accepted her fate.

As she closed her eyes and thought of the future, Fluttershy slammed her powerful hips forward, sinking her hard, throbbing length deep inside of Rarity’s soft, delicate hole.

Letting out a loud moan of pleasure, Fluttershy felt Rarity’s tight walls stretch around her length, clamping down on it and covering it with juices. Leaning close to the mare as she plunged inside, she could hear Rarity let out a small, dainty gasp of her own. Aroused by her acceptance, the bat pony held her member deep inside her victim’s cunt, letting the tightness satisfy her deepest hunger, as she twisted her hips about, grinding against the inner walls.

The mare beneath softly gasped in time with Fluttershy’s thrusts, the long, hard cock, experiencing sensations she had never felt before.

It was strange. She had always dreamt of the one she would share her first intimate moments with, imagining some gallant, handsome, rich stallion. He would shower her with lavish gifts, take her places she’d never been, and treat her like a proper lady…

Alas, it was only a fantasy, and now she was sharing this moment with one of her best friends, who used to be female, and was, by all rights, not even a proper stallion at all…

But as Fluttershy pushed into her, her movements filled with passion and love, Rarity could hardly think of the irony as her mind filled with strange, unfamiliar emotions.

With each thrust, she could feel the monstrous member completely fill her, and as they increased in intensity each time, slamming the length into her, Rarity could feel the slightest hint of pleasure from the experience. She groaned, using every bit of her willpower to keep herself from letting the sensations drive her completely mad, as the pain in her nethers mixed with a warm, loving desire.

A desire that Fluttershy was more than happy to help satisfy.

“It’s…” Fluttershy struggled to speak between gasps of pleasure, “S-surprising… I thought you would be the one fight the hardest… but now, you’re accepting me openly… even though you know what’s about to happen…”

There was a long moment of silence as the bat pony continued to sink herself into the bound mare, enjoying her depths and the feeling of her moist insides.

A silence that was broken by two words Rarity hadn’t ever expected to hear from the monster her friend had become.

“T-thank you…” Fluttershy muttered, looking down at Rarity with a caring gaze.

She rubbed up against the mare for a moment longer, before pulling out, groaning as the length retreated, the skin exposed to the open air. Preparing for another push inside, she opened her eyes to watch Rarity.

Her eyes shut tightly, with tears still left on her eyelids, the white mare bit her lip, trying to stifle her reaction, but as Fluttershy plowed her hard length deep inside once again, she couldn’t help but let her mouth it fall open, letting out a deep moan. Fluttershy wasn’t sure whether the mare below her felt the same ecstasy that she did, but the sound was music to her ears, and only aroused her even more as she prepared for another deep, penetrating thrust into the warm, wet depths.

“Mmm…” Fluttershy grunted. “You’re so… ah… wonderful…”

Having given in, and no longer fighting the inevitable, Rarity groaned out as she was lovingly fucked senseless by her friend. She was almost able to enjoy it now. All she had to do was make it through this… and then, her future would be in Fluttershy’s hooves. Accepting her fate, Rarity struggled less and less, as the pain faded, leaving her foggy mind with only pleasure.

As another thrust forced its way into her, Rarity let out an unrestrained moan, feeling her mind slow down, the feeling in her nethers the only thing she could think about.

“A-ah… F-Fluttershy… Nnnngh… you’re so…so big…”

The bat pony smiled at this comment as she closed her eyes, taking in the feel of Rarity’s tight cunt, the walls dripping as they stimulated her throbbing, thick cock.

“I suppose I am rather… well endowed, yes.” She giggled as she thrust in again, groaning loudly. Starting to pump her hips faster, the fleshy rod moved in and out, causing both parties extreme pleasure as they lost themselves in their desires, letting the sensations drive them.

“Y-you’re rather tight yourself…” Fluttershy asked, now panting from her exertion. “Is this… your first time?”

The mare blushed hotly, moaning as another thrust came, overloading her senses.

“Mmm… Maybe…” She said, barely able to control her voice anymore.

Fluttershy smiled as she continued her assault, ramming her thick, hard member deep with every push.

“So I’m your first… how… special…”

Slowing down again, but just for a moment, the vampire pony shut her eyes, taking in the scene, the feeling of the mare beneath her, and the wonderfully tight hole clamping down around her phallus. She smiled, enjoying the moment, and then resuming her merciless pumping with newfound vigor.

“How fitting… that I’ll also be your last…”

Rarity’s mind tried to process Fluttershy’s statement, to imagine how it might feel to live the rest of her life without her lady bits, the tight slit replaced by her own throbbing member… It was so hard to think now, so difficult to concentrate as she felt her friend pound her, the arousal she felt growing to unbearable peaks, just like the yellow pony above her.

Fluttershy grunted with each thrust, moaning out in pleasure. The cunt was so tight, milking her as it covered the entire length with juices. It was unbelievable how tightly it gripped her, how wonderful the friction was as she moved in and out repeatedly, how arousing the mare’s cries were as Fluttershy pleasured her…

Fluttershy could already feel herself growing closer and closer to her climax as her eyes rolled back, lost in the amazing sensations.

“Ah… Oh, R-rarity…”

The white pony beneath couldn’t even bring herself to respond at all, her moans growing ever louder as she was pounded harder and harder by the dominating bat pony. Each powerful slam drove the rock hard member deeper and deeper, making Rarity squeal with newfound ecstasy. The pitch of her pleasured wailing grew louder and higher with each monstrous push.

Fluttershy was getting more and more excited, as the mare beneath responded to every lustful movement she made. Rarity’s walls were soaked with her fluids, and her escalating cries gave away her now raging desire. Slamming deep into the depths of Rarity’s cunt, she could feel the pressure building within her. It was so close now that she could hardly bear it. Almost there…

Then, at peak of ecstasy, she heard Rarity let out one final cry as she hit a powerful orgasm, flooding her insides with so much moisture that it soaked the bed beneath. Her walls tightened suddenly, squeezing around Fluttershy’s erection as hard as it could, begging to be filled.

With such a powerful sensation, Fluttershy felt herself driven over the edge as she cried out her pleasure, buried herself deep inside of the mare, and let her twitching, hard length pour a load of seed into the depths. Spurt after spurt, the white liquid buried itself inside, filling up the space until Rarity could hold no more. With no other place to go, it leaked out, dripping onto the mattress and mixed with Rarity’s own fluids.

Fluttershy screamed out, letting out still more of her cum, ensuring that there was no possible way Rarity was not converted. Her hips up against Rarity’s hindquarters, she grabbed Rarity’s waist, pulling it up close to her, and shoving her length as far as it could possibly go inside.

Then, slowly but surely, the glorious pleasure of climax began to fade. Fluttershy let her hooves give out beneath her as she felt them weaken, laying herself on top of Rarity, her member still inside as it slowly, but surely lost its hardness, and then retreated, losing its size as well.

Both Ponies lay together, gasping for breath after sharing that moment together, ensuring that their friendship would last longer than a lifetime.

Though not everything had gone according to plan, it was all over now. Rarity was going to be a vampire, just as Fluttershy had hoped.

The bat pony breathed loudly, panting as she lay in the puddle of juices that coated the mare’s front.

“Don’t worry Rarity…” she whispered, struggling to speak clearly, even as the throes of pleasure subsided.

“You’ll see… this was all for the best…”

Raising her head slightly, she gazed over at the white pony, to see her eyes shut, with no reaction to her previous statement. She didn’t look conscious, but Fluttershy knew that it only meant the process was beginning. When Rarity awoke, she would have grown wings of her own.

Standing back up, and regaining her strength once more, Fluttershy quickly checked the room over for a way to undo the bindings. Finding a small switch near the head of the bed, she pressed it.

The mechanism holding rarity sprung to life once again, releasing its prisoner. As it let go of its hold on Rarity’s legs, the mare was now free, but wasn’t in a state to move from her position anyway.

Fluttershy looked over at Rarity’s severed horn, lying on a pillow next to her head. The white piece of the mare, formerly a strong conductor of magical energy, was completely useless now. She picked it up in her teeth, admiring it’s form before turning back to the mare on the bed.

As she looked at the mare’s forehead, there was still plenty of evidence that a horn had once adorned her fashionista brow. The knife had not done a perfect job in its operation, and there was still a small, flat protrusion there, the small, useless remains of what had once been a powerful magic source.

She looked down at the white horn she held for a moment, smiling, before laying it on the mare’s chest, for her to find when she awoke.

“You can keep it. Let it remind you of the life you once had, before all of this happened.” she whispered, though the mare was unable to hear. This horn was useless, so it would only be good for sentimental value now, and while Fluttershy knew Rarity’s new life would be wonderful, it would be hard to forget the old one.

But as Fluttershy looked over the room, and the mare she had just ravaged, she felt a small twinge of satisfaction. This scene had been very enjoyable for her, though it had unexpectedly different from what she had planned. All that remained was to wait for Rarity to finish her transformation, to emerge twice as glorious as before.

Leaning over, Fluttershy planted a small, loving kiss on Rarity’s cheek.

“I love you, Rarity,” she said, “but I must go now, for there are still two more of our friends who need to be blessed with this gift…”

Now, having fully regained her composure, Fluttershy stood and turned towards the window.

As she walked across the room to make her exit, she couldn’t help but send a small glance back, taking in the mare’s appearance one more time.

Then, she spread her mighty wings, and pushed herself through the window. Feeling the wind through her flowing, pink mane, she flew off, back towards the apple orchard where her two last victims remained. As she flew into the night, her fangs gleamed in the moonlight as she smiled triumphantly.

This night was hers.

Flutterbat Takes a Pie to the Face

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Applejack had been the first to be turned, the first to be taken into the new, immortal circle of friends Fluttershy had worked so hard to bring into being. In her own apple orchard, surrounded by her own element, she had still been taken, and forced to accept her new lifestyle.

Rainbow Dash had been next. Though she resisted fiercely, her own arrogance had been her downfall, leading her into a situation even she could not escape. Though some part of Fluttershy regretted being so forceful, she had done what was necessary, and now, the rainbow-maned pegasus was one of them.

Then, Rarity. Though her magic had helped her resist, and she evaded her pursuer for a time, she still succumbed to her fate, and took in a new part of herself, one that would make her a lovely bat pony.

All three of Fluttershy’s victims were secure in their transformation, and could not be brought back to the way they were before. It had been a long, exhausting night for Fluttershy, taking each mare and forcing them to accept her, making them see the wondrous prize she was bestowing them with…

Now, only two remained.

As the bat pony flew through the peaceful night sky of the everfree forest, thinking over her victories, she realized that she had never felt so proud. She had gone from a shy weakling, last to join any conflict, to an apex predator, eagerly stalking her prey. Why had she ever doubted herself? WHy had she ever hidden this side of herself from the others? They were her treasured friends, and they deserved this gift. They deserved to be together forever, and with this new power, this new bat pony form, they could be.

Having become a powerful flier with her new, leathery wings, it wasn’t long before Fluttershy had crossed the Everfree, returning to where her next victims would still be searching for her, back in Applejack’s dark, ruined orchard.

“You’ll join us soon… just you wait…”

Fluttershy glanced through the darkness from above the trees, her sharp, focused eyesight attuned perfectly to the night. It didn’t take her long to locate the last two friends she had yet to taint with her vile seed.

Amongst the twisted branches of sickly trees, a small patch of pink bounced through the trunks, humming a happy tune that sounded very familiar, a song to encourage ponies to not let their fears control them. How blissfully ignorant she seemed, unaware of the fall of her companions, and the plans Fluttershy had for Pinkie when she was in her clutches.

Only a short distance away, a burst of violet light searched the shadowy trees. The newly crowned princess Twilight Sparkle herself, lighting the orchard with her horn in silent concentration, systematically checked every hiding place, searching for her query in the forest of ruined apple trees.

Twilight’s horn glowed brighter than any unicorn’s, and her powerful alicorn wings folded neatly against her sides as she trotted confidently, sure of her control and purpose. Fluttershy knew she would have to tread carefully around her, as she seemed to know something about the ways of the bat pony. Perhaps she even had a spell of some sort to turn her back into the old, weak Fluttershy she used to be.

Fluttershy couldn't let that happen. To take on Twilight, she would need to be at the height of her power, with nopony left to interrupt or distract her. If she was unprepared, and was caught off guard by Twilight, she might have to give up on her dream, the utopia where she and her friends could live forever, and never know hardship.

“No… not yet…” Fluttershy whispered to herself, “I will need to wait for the others to finish their transformation before I can set my sights on her… Pinkie will have to be next…”

She directed her attention towards the bouncing, singing pink form. Yes… She would do nicely… for now.

The bat pony slowed her flight and descended. Finding a tree branch that could hold her weight, she let her tail wrap lightly around it, as she fell into her preferred hanging position. Returning her gaze to the pink pony just below, she waited, watching and waiting for the most perfect time to strike.

Holding a small flashlight with her strangely prehensile mane, Pinkie continued her search, unaware that her target was only following her instead. Waving her head to the left and right to cast some light on the shadowy forms around her, she continued her light-hearted humming, the melody continuing forever in a meaningless, joyful chorus. Fluttershy could only wonder who she was trying to comfort besides herself.

Fluttershy smirked as Pinkie trotted below her, helpless and unaware.

She would only get one chance to do this, as Pinkie would be changed forever afterward… so why get straight to business, when she could have a little fun? Pinkie always did like a good prank, having pulled so many on her friends over the years...

Now it was Fluttershy’s turn to prank back.

Plucking an apple from her tree, she ran her hooves over it’s firm, red surface, glistening slightly in the moonlight.

Taking a few moments to watch Pinkie’s movements and make sure her aim was perfect, she silently hurled the apple from her hoof.

The juicy red fruit flew through the air towards the pink pony below before hitting the pink, poofy mane just above her head. It impacted the bottom of the flashlight with a dull thud, launching it out of the mare’s grasp.

As her only light source was knocked away from her, Pinkie jumped and squealed in confusion and fear.

A few moments later, both the hunter and prey heard the flashlight land on a rock a few steps off the pathway, the functional end shattering against the stone surface.

The clearing was plunged into darkness.

Fluttershy's let her sharpened teeth form a devious smile. A perfect shot. She almost couldn't believe it had gone so well. Silently, she spread her wings, moving closer to her prey now that she had the cover of darkness, her night vision giving her a great advantage over her prey.

Pinkie trembled in fear. Realizing she was no longer alone in this orchard, and that somepony who might mean her harm was nearby, she was scared out of her mind. Not the good kind of scared, which she might feel on Nightmare Night, where it was all part of harmless fun and games. This was a truer fear, knowing that there was real danger for both her and her friends.

"F-Fluttershy? Was that you?" She asked, turning aimlessly about, and trying to spot any movement in the nearby trees, though it was now too dark for her to see much.

A soft wingbeat sounded from behind her.

Pinkie turned about rapidly, only to find nothing left to reveal what she had heard. Or had she heard it? Was it all just her imagination? Whatever had broken her flashlight seemed real enough... But was it still here? What could it be, anyway? Was it Fluttershy? A vampire fruit bat they might have missed? Was it Rainbow dash just playing a prank? Her mind wanted so much to believe that this was all just a ploy to get her scared, that nothing truly bad was happening...

Trying to calm herself, Pinkie started singing under her breath.

“Pinkie, you've gotta stand up tall… Learn to face your fears…”

Her singing was interrupted by another soft rustling of leaves, and the pink pony gasped, searching the darkness for the noise's source. Was this the same thing that had broken her flashlight? It sounded closer this time, like it was watching her, slowly advancing and planning its next strike.

The next thing the pink mare knew, she heard a sudden whoosh of air, as if some pony were throwing something...

Smack!

Out of nowhere, another apple pelted her in the side of the head, hard enough to dizzy her.

As her vision suddenly began fogging over, circling stars appearing near the edge of her sights, Pinkie let out a squeal of pain, her fears confirmed. Her mind raced a mile a minute, thinking what this must mean. Her dumbed-down senses accentuated her terror, driving her mind out of control.

With a high-pitched scream, she took off running in a randomly chosen direction, hoping to get as far away from this place as she could.

“Aaaaaaaaaaagh! Somepony help! Twilight, Rainbow Dash, Rarity, Applejack, SOMEPONY HELP ME!”

As the shadows of nearby trees passed by her darkened, swirling vision, she raced onwards, narrowly avoiding collisions left and right, moving randomly in hopes of losing whomever might be following. The scenery came at her like a blur, a branch here, a rock there, but even as she avoided every obstacle, she had the strangest feeling in her gut that she wouldn’t be able to lose this mysterious presence, so she continued to call out, just praying that somepony might hear her and help her out of this horrible orchard.

As she ran, she made use of her pinkie sense, using more than just her sight to choose her path. A tail-twitch here, an ear-twitch there… each of them meant something different and unique, and she interpreted them on the fly, using their guidance to avoid everything from mud holes to low-hanging branches.

Rushing in a frenzied panic, leaves got stuck in her mane and tail, getting her hair tangled, morphing it from a light, puffy texture to a messy dead weight hanging from her neck. She hated the feeling of it flopping against her as she galloped, but she couldn't stop moving to address it. She had a much bigger problem on hoof.

The light of the moon filtered through the trees as they began to grow thinner, making her path just a little bit easier to make out, but the howling wind accompanied by the ghastly creaking of dead trees only served to make her fear more and more intense.

And all the while, Pinkie could feel her body working hard, her heartbeat pounding in her chest so hard, she felt like she could burst. Between her panicked screams for help from the nearby forest, she found herself taking longer and longer breaks so she could take long, gasping breaths.

Through the fog of exhaustion and panic, pinkie thought she heard the sound of wingbeats behind her.

No way! She thought, I have to keep going, or that shadowy vampire pony's gonna gobble me up!

She gasped in a deep breath, ready to let out another long, piercing scream, her final hopes riding on her friends finding her here.

"SOMEPONY HE-"

Then, suddenly, her voice was cut off as she suddenly felt a mighty force hit her back, forcing her to the ground and knocking the wind out of her.

Pinkie’s face buried itself into the dirt as she was forced down, grunting in pain. Whatever had hit her now held her against the ground, and she could feel something on her shoulders keeping her pinned down. It didn’t take her long to realize they were hooves. She tried to turn her head to look back at her assailant, but found herself forced in place against the dirty ground.

A malicious giggle split the cool night air, one that shocked her to the core. It was a voice she knew dearly, and had heard many times before. It was unmistakable, but yet, Pinkie could hardly believe it.

It was Fluttershy’s voice.

“Oh, now that was a fun little game, wasn’t it?” said the bat pony pinning her down. “I’ve never seen you so scared, Pinkie! And those screams? Hilarious!”

The batpony sneered down maliciously.

“But that's enough of that. It's time for the real fun to begin!”

Pinkie could only look back into Fluttershy's eyes, terrified. She tried to struggle, and escape the bat pony's grip, but this new Fluttershy was much stronger than the old one, not giving Pinkie any chance to get away.

Pinkie put a weak smile on her face, hoping this was all just some harmless prank.

"Oh, good one Fluttershy! This totally sets us even after that rubber snake prank. I bet even Rainbow dash would be proud!"

Conjuring up her cutest grin, she looked back at Fluttershy, but the menacing figure still showed no sign of mercy, even going so far as to laugh at Pinkie’s fears.

“Oh, but this game isn’t finished yet! It’s just beginning! You’re mine now, and you won’t be getting out of what I have planned.”

Fluttershy bared her fangs, letting them glint in the moonlight, as if she couldn’t wait to put them to good use.

Pinkie winced, just waiting for the fangs to fall on her, dig into her neck and drain her of blood. She didn’t have the wings of a pegasus, the magic of a unicorn, nor even the strength of a farmer pony like Applejack. She couldn’t escape now, and all of her hope began to fade away.

“Stop it right there!”

Pinkie’s captor froze.

Suddenly, the clearing was bathed in the warm glow of magically conjured light.

Fluttershy growled in frustration and pain. She was so close to making Pinkie hers! Who would have the audacity to deny her?

Striding powerfully towards the predator and prey, Twilight glared at the monstrous bat pony that was once her friend.

Fluttershy shuddered as the light shined over her. It was much weaker than the intense blast Rarity had caused, but it still hurt as it burned into her skin. Squinting her eyes against the brightness, she glared back at Twilight, angry about the interruption.

“Twilight… how annoying… I had hoped you wouldn’t be able to find me so soon, but you’re still too late. My work nears its completion, and there’s nothing you, or anyone from ponyville, can do to stop me.”

Twilight frowned, undeterred. It was hard to tell what she was thinking from her stern expression as she continued to slowly advance, her horn continuing to illuminate the area.

"I don't care what you say, I'm not going to just let you hurt Pinkie like this!" She said, narrowing her eyes to return Fluttershy's glare. Beneath the yellow bat Pony's hooves, Pinkie looked up at Twilight, her eyes pleading for help.

Fluttershy merely cackled in response.

“Oh, how riveting!" She taunted. "The alicorn princess can't stand the sight of a friend in pain, and comes rushing to her aid! Unfortunately, I'm not about to just let my prey go...”

Putting her teeth against Pinkie’s throat, Fluttershy bit down, letting a few droplets of blood seep from the punctured flesh. Pinkie squealed in pain for one moment, but quickly quieted herself, not wanting to show just how scared she truly was.

Holding her teeth there, so close to ripping apart Pinkie's fragile neck and inflicting a deadly wound, Fluttershy glared back at Twilight.

The alicorn herself was visibly struck by how suddenly Fluttershy had resorted to bloodshed, and how easily the action had been performed. She glared back at Fluttershy, more determined than ever to stop this new threat to her friends.

She took a step forward.

"Stop!" Fluttershy screeched, forcing Twilight halt her advance. Fluttershy only grinned, knowing just how much power she had over her foe.

"It would be a real shame if your dear friend Pinkie had to perish here..." The bat pony said with a sly smile. "And if you make any move closer, something… unfortunate may happen... "

Twilight let out a frustrated growl, realizing that this was no longer Fluttershy that she was dealing with. This new demon possessing her didn't have any qualms against hurting pinkie... She was even willing to go so low as to use Pinkie as a hostage. This was a foe that she couldn't defeat with magic, but would rather have to face with cunning and wit.

The two ponies glared into the other's eyes, each filled with fiery anger.

“Unless you want to watch your friend die right here, I suggest you back off, Twilight.”

The forest fell silent for a long minute, the only sound in the clearing being Pinkie's quiet sobs of defeat.

Twilight didn't move an inch, standing in her spot, unable to move, else she risk her friend's life.

As a grin slowly spread across Fluttershy's face, she knew that she had won this round.

Letting out a slow, menacing laugh, she grabbed Pinkie in her hooves, levitating off the ground with the mare in tow, flailing about helplessly. Hovering slowly away from Twilight, her face slowly faded from Twilight's view, morphing into the shadows of the dark orchard.

"You cannot win, Twilight." Fluttershy laughed as she flew off with her captive, leaving Twilight behind, unable to follow out of fear for Pinkie's safety.

"The last of your friends now falls under the curse of darkness, and you are alone now. With no friends at your side, I wonder just how long you can evade your fate..."

"But know, Twilight Sparkle, that no matter how long you run, you will not escape. We will catch you, and you will become one of us."

"Farewell... For now."

Fluttershy flew through the starry night sky, her bat wings flapping powerfully as she swooped and dived over the ruined apple trees. She clutched Pinkie tightly against her chest as the pink pony squealed and writhed, terrified as the scenery seemed to shrink beneath them.

She held her head high, proud of herself for out-matching Twilight in their confrontation. She had stood up to an alicorn and gotten her way in the end. Not many ponies could claim such a feat, and it made Fluttershy beam with pride. Nopony was completely all-powerful, and soon enough, with the help of the others she had converted, even Twilight would eventually fall.

For now, however, she could focus on Pinkie, and begin her transformation.

“Now then… where shall I do it?” the vampire pony growled under her breath. She didn’t want to stay in the orchard fearing that Twilight might find and interrupt her. She needed someplace secure, where she could hide away from the alicorn’s searching gaze. It would be hard to carry Pinkie far from the orchard, so it had to be somewhere close…

Looking down from her high vantage point, the bat pony’s eyes fell on the dimly lit windows of the Apple house. Surely Applejack’s family would still be awake, worried about the one member that had yet to return home. Little did they know she wouldn’t be returning tonight, for she was still in the orchard, transforming into a new mare…

Fluttershy knew she should avoid the farmhouse for now, or else they might find her with Pinkie.

But yet, she found herself eyeing the nearby barn.

The walls of the structure looked thick enough to muffle any noise she might make in the process of taking Pinkie, and would hide her from Twilight, if she continued her search. There might also be some rope lying around…

Smiling, Flutterbat quickly changed her course, flying towards the old barn with her captive in tow.

Looking down at her struggling, screaming victim, Fluttershy realized there was a very real danger in the Apples potentially still being awake. The barn would be close to the house, and if Pinkie was still screaming when they arrived, things could go very bad for her very quickly.

Keeping this in mind, Fluttershy lowered herself to the ground, dropping Pinkie face first onto the ground as soon as she reached a safe height, before landing beside her.

“Now then…” Fluttershy whispered as she stood over Pinkie’s terrified form. “Since I can’t risk you alarming poor, innocent little Applebloom with your incessant screaming…”

Thwack!

With a simple hoof to the back of the head, the pink pony fell limp at Fluttershy’s feet, knocked out. Satisfied that Pinkie wouldn’t make any more noise for the time being, Fluttershy hoisted her back over her shoulders, and carried her towards the barn.

Pinkie awoke in darkness.

Groggily coming to her senses, she groaned and made to stretch her legs.

It took a few moments before she realized that her voice had been muffled by a foreign object lodged in her mouth, and her no matter how hard she tried, she couldn't seem to move her front legs.

By the time she began to recall what had happened leading up to this situation, her mind immediately began to race in panic. Unable to see anything around her, she pulled against whatever bound her and screamed into the foul-tasting rope gag that forced itself into her mouth.

"Ah, so you're awake then."

Hearing the voice of Fluttershy, Pinkie inhaled sharply, realizing that she had been knocked out. Just where was she now, and what did the bat pony do to her while she wasn’t awake?

Suddenly, she found her vision restored as she felt a hoof pull a scrap of fabric off her eyes.

The area she found herself in was familiar. It was Applejack’s barn.

The barn was spacious, with stalls for cattle, several work tables, some cluttered with materials and animal feed, while others were free. Family pictures hung along one wall, the oldest going back to when Granny Smith was still young. Along the others were rungs and posts, with various supplies, yokes, pitchforks, and other tools hanging within easy reach. And everywhere, stuffed into almost every nook and cranny were large numbers of shiny red fruit, picked directly from the nearby trees. Bags hung from the ceiling to hold them, and buckets in the corners overflowed with their tasty contents.

Pinkie grunted, realizing that her forehooves had been bound with rope, tying them around one of the cylindrical support beams that held up the entire structure. A quick test of the ropes by tugging at them revealed that it was quite sturdy, and she wouldn't be able to release herself.

Her hind legs were left completely unbound, however, allowing her to move her lower body around a bit. She was unsure why they had been left as such, but they enabled her to stand, so she wasn't quite so vulnerable.

And then, there was Fluttershy, who hovered in the air about a foot above her, looking down with a menacing smirk. Her wings flapped, keeping her airborne, as she tossed the makeshift blindfold she had just pulled off Pinkie to the side. Celestia only knew what she was planning exactly, but Pinkie knew one thing for sure. It wouldn’t be fun.

Unable to voice her protests due to the rope gagging her, Pinkie could only tremble in fear and let out muffled grunts as Fluttershy spoke.

"I was almost worried back there," she said as she landed gently by Pinkie's side, placing one of her forehooves on her back, "If it weren't for you, Twilight probably would have caught me."

Seeing her malicious smile, Pinkie somehow knew that Twilight wouldn't be able to save her now. Fluttershy must have lost her in the forest...

Knowing that her one hope was now gone, Pinkie felt a few tears run down her cheek, as Fluttershy ran a hoof along the back of her neck, feigning sympathy, though it was only to mock her prey.

“Oh there, there, Pinkie.” Fluttershy said, holding her smile as she looked down at her, “Everything will be alright. Tonight will hurt a little, but the gift you receive at the end will be worth it.”

The batpony continued to smile maliciously down, leaving pinkie to tremble in fear of what might come, what kind of horrible gift Fluttershy had prepared for her.

“Awwww… Such a sad look doesn't suit you." The bat pony continued, as Pinkie continued to mope in despair.

"Why don't we cheer you up with a fun party game!” she giggled, “I know just the one. Your favorite!”

Looking back, not sure what the bat pony meant, Pinkie saw Fluttershy walk to the center of the barn, the blindfold she had used earlier held in an extended hoof.

"You know how to play 'Pin the tail on the pony,' right?" Fluttershy sneered as she licked her lips, "It's just like that, except instead of a tail, I'll be putting something else on that juicy flank of yours."

Fluttershy’s fangs glinted, as if hungry for pinkie’s blood.

Pinkie's eyes widened as she realized what was about to happen, her muffled protests growing louder. This was a horrible kind of party game, and she didn't want any part of it.

In the corner of her vision, Pinkie could see an open window in the side of the barn, and cried out as loud as the rope in her mouth allowed, hoping it would carry outside, to the farmhouse where the apples might hear. But yet, no help came, and Pinkie realized she would have no choice but to play in this corrupted version of her favorite social game.

"You might want to settle down, Pinkie," Fluttershy said as she began donning the blindfold. "You don't want to let me find you by the sound of your voice, do you?"

It didn’t take long for Pinkie to realize that Fluttershy was right, so she fought back the urge to cry out, biting down on the gag and using her hind hooves to quietly move around the support pillar, hoping that it might make it harder for Fluttershy to find her.

In the midst of her fearful attempts to postpone the inevitable, she couldn’t help but wonder what terrible plan her captor had in mind, and what exactly it had to do with her vulnerable pink flank.

Watching carefully, Pinkie stared back at Fluttershy as the scrap of fabric she was using as a blindfold covered her eyes, blinding the bat pony. Quickly tying it in a knot behind her head, her yellow hooves worked quickly before setting themselves back down on the floor.

Then, Fluttershy began to turn her body around, spinning in a circle as she counted the revolutions aloud.

"One... Two... Three..."

It was a scene Pinkie had seen many times before, with all sorts of ponies on the receiving end of the spinning. Her mind associated the movement with laughter, fun and games, an inseparable aspect of who she was, and how she lived.

Now however, the scene was silent, tension filling the air. This time when her favorite party game was played, Pinkie had a stake in it that she knew little about, and absolutely no chance of victory. No matter how long she might persist, Fluttershy would have to find her eventually, despite her blindfold. And once Fluttershy found her... Pinkie wasn't sure what would happen, but she knew it wouldn't be cake and ice cream.

Finishing her final turn to significantly dizzy herself, Fluttershy stopped, stabilizing herself with clumsy movements.

"Ready or not, here I come!"

Pinkie was driving herself mad with fear. Fluttershy had made this out to be some game, but games were supposed to be fun ways for ponies to interact, ending with laughter and good times. This was much different. She had to be caught eventually, and whatever bad thing the bat pony had in mind would eventually come to pass. She was just being toyed with, her emotions only serving to further Fluttershy's amusement.

Why is this happening to me? Pinkie thought to herself, Of all the ponies in ponyville, why would it have to be the party pony that never wanted to do anything but make everyone smile? It’s not fair…

Her lip quivered as tears came to her eyes, all the while squirming, and doing what little she could to avoid the oncoming predator, and prolong this "game" for as long as she could.

Meanwhile, Fluttershy begun to stumble forwards, trying to use her innate sense of direction to walk towards the spot where Pinkie was bound, despite how disoriented she had become after spinning herself about. She was facing too far to the right to walk right into Pinkie, but she continued forward anyway, unaware of her surroundings due to her lost sense of sight.

Quietly, Pinkie shuffled herself out of the way as Fluttershy walked right past the support beam, and towards the opposite wall.

Pinkie remained silent, hoping beyond hope that it was possible to be saved. There wasn’t much she could do, but if Fluttershy were to be clumsy enough, perhaps there was the tiniest chance she could make a wrong move... If she hit that wall just right, one of Big Mac's yokes looked heavy enough that if it fell, it might knock her out... Or maybe, if she made enough noise, the Apple family would come to investigate...

But these were merely tiny hopes lingering on the back of her mind, amidst the waves and waves of despair, telling her that no matter what happened tonight, she wouldn't get off the hook so easily.

The bat pony continued to walk cautiously forward, until her nose gently bumped into the wall, forcing her to stop and reassess her location.

“Oops! You’re not over here~,” Fluttershy said with a taunting lilt in her voice before turning about, so she could search another part of the barn for her prey.

Remaining silent, Pinkie could only stay where she was, watching as the predator continued to search the room.

“Just where is that pink party pony?…” the bat pony muttered to herself, as she walked off in another direction, and ramming nose-first into another wall.

Hee hee hee! Fluttershy's so dizzy, she doesn't even know where she is now! This is almost as funny as when Gilda played this game, and went the completely wrong direction! Hee hee hee!

Somewhere deep inside Pinkie's mind, she found this whole situation amusing. This was the game she loved most for a reason, and Fluttershy was absolutely clueless! If other ponies were here now, she knew it would be a fond memory for everypony.

But yet, this wasn't a party. This wasn't Sugarcube Corner, and nopony else was here. And most importantly, this wasn't all fun and games. Pinkie had to stay focused, and not give away her location. She couldn't laugh now, not when so much was at stake...

Fluttershy growled as she smashed face-first into the wall. That had hurt. She wondered if she should just give up this charade and go after the pink pony, but she’d started the game, and she was determined to play it out until its end. On top of it all, she couldn’t stop thinking about the prize that awaited her, the pony she would lay claim to once she succeeded.

Continuing to stumble around the room, still dizzy, Fluttershy tried to be more cautious. She didn’t want to keep bumping into walls over and over. She carefully maneuvered through the barn, hoping she was getting close. That delicious pink flank could be right in front of her now, just waiting for her to step forward and…

As with the next step, her leg suddenly tripped, finding itself stepping into a tin container, and lodging itself inside. Tripping over, Fluttershy cursed under her breath as she realized she had just stepped into a bucket. As she stumbled, her legs trying to find new balance, she fell forward, her nose hitting another wall, and making a loud thud.

CLANG! SMASH! BONK!

Having struck the worst possible wall, Fluttershy heard a number of farm tools fall from above her, off their hanging rungs.

Noises of metal and plastic as piles of things collapse atop her. A rake, a garden hoe, a yoke… All of them fell from their place, landing on top of Fluttershy, covering her in a clutter of utensils.

As pinkie watched from only a few yards away, she had to press her muzzle up against the post she had been tied to to keep herself from bursting out in muffled laughter. This was priceless! She’d never gotten Fluttershy to play Pin the tail on the pony before, and she’s understood why the old fluttershy might be hesitant, so seeing the mare tripping over herself pushed her so close to her limit. She could feel her breathing quicken, and the breath from in her chest, ready to burst forth in a high pitched giggle, so close to escaping from her...

Then, in a strange, ironic twist of fate, Fluttershy lifted her head from within the pile of farm utensils just as another tin bucket fell from above, falling onto her head and covering her face with a loud clang.

Seeing this, Pinkie could no longer hold her tongue, as she let out an uncontrolled giggle at the sight.

Oh my gosh, that was perfect! I can’t believe that just happened! Hee hee hee! I mean, the first bucket was funny, but that second one was just the icing on the cake! I love pin the tail on the pony! I hope I’m next to play! I wanna see what it’s like to-

Then, as Fluttershy suddenly pulled the bucked off her head, and perked up her ears, locking onto her location, Pinkie remembered where she was, what was happening, and why she shouldn’t be laughing.

Oh no… What have I done...

The yellow bat pony shook herself free of the cluster that had fallen atop her before rushing to where she’d heard the sound of Pinkie’s laughter, placing her hooves down hard on Pinkie’s flank, speaking with venom.

“Aha! I’ve got you now!”

Pinkie grunted as she felt the hooves of the bat pony grab onto her backside in victory, knowing that she had lost this game, and would now pay the price for being unable to restrain herself. If only she wasn’t so prone to laughter…

Fluttershy rubbed a cheek against Pinkie’s flank, revelling in her success. Pinkie wanted to shy away, never knowing a pony to be so… assertive… with regards to her well-formed rump. It felt strange, and not the good kind of strange like when you come up with a new flavor for cupcakes. A new, awkward kind of strange that she didn’t like.

Not taking off her blindfold yet, Fluttershy licked her lips.

“Well...” she said slowly. “Now that I’ve found the pony… I guess I should place my marker where I think the tail goes...”

Anxious, Pinkie murmured through her gag forcefully, no longer trying to hide. Suddenly finding some weakness in the rope, she bit down, just hard enough to snap it between her teeth. With her mouth now free, Pinkie began to plead for mercy from her assailant.

“B-but you don’t even have a marker! Or a pin… so… w-what are you going to do to me?”

Pinkie shivered as she spoke those words, not knowing quite what Fluttershy had planned for her. She knew it couldn’t be good, but she couldn’t piece together just what that was.

“Please… please j-just let me go… I-I still like you, Fluttershy… Please remember all the good times we had… remember what our friendship means! This… this isn’t you!” she squeaked out in desperation, begging her attacker to see how wrong this was, and change the horrible path she was on.

However, Fluttershy never acknowledged Pinkie’s plea. Eagerly, grabbed Pinkie's flank with her hooves leaned in close, as if she were readying to pin a party tail on a poster.

When Fluttershy’s warm breath fell on Pinkie’s backside, a strange, unfamiliar feeling welled up from within her. A tingle unlike anything her Pinkie sense had ever given her emanated from back there, growing as Fluttershy inched her face closer and closer to her...

Then, Fluttershy’s lips silently met with Pinkie’s backside. Having aimed perfectly, Fluttershy lightly kissed the sensitive skin at the entrance to pinkie’s slit.

The pink flank shuddered in fear as those lips touched her delicate slit, such a light peck already making her mind reel with confusing feelings.

“F-fluttershy…?” Pinkie asked quietly, fearfully, “W-what are you doing? My tail is up there...”

Pinkie was the oldest of the bunch, but knew very little about sexual things. Her world was made of parties and innocence, never having experienced the pleasures of intimate company. She could do nothing but wait, wondering where this would lead as she breathed rapidly, afraid of the strange things Fluttershy was doing to her.

Fluttershy, however, knew exactly what she was doing.

“Oh, don’t worry, Pinkie,” she said, before moving in for another kiss. “This next bit will be fun for both of us…”

“N-next… bit…?” Pinkie squeaked out, “P-please… please don’t…” Her voice was a hushed whisper as her eyes went as wide as dinner plates, her wild fears reflected in them.

Fluttershy only giggled at Pinkie’s silly, naive fears, as she poked out her tongue, moving to gently lap at Pinkie’s entrance, starting at the bottom of her slit, and licking upwards over her folds, until she finally pulled away, having run over every inch of the sensitive skin. It was amazing to taste such a sweet pony pussy, even though she was still blindfolded, and couldn’t see it...

As Pinkie felt Fluttershy’s tongue lapping at her, the tingling sensations grew ever more intense, filling her up with a strange desire she didn’t know she had. Some part of her, deep down, enjoyed it, and craved more, even though her mind screamed at her that this was wrong, that she needed to escape.

Pinkie could hardly believe what was happening. What was Fluttershy trying to do to her? She had to resist! She couldn’t give in now, or Celestia knows what would happen!

All the while, she could hardly control herself as she let out protesting groans each time Fluttershy pulled away, and surprised squeals each time Fluttershy’s warm tongue touched her skin, saliva moistening her privates...

Hearing this, the bat-pony grinned, reveling in the sounds of Pinkie’s torment, the cries of forced pleasure that signaled her victory. There was nothing the pink pony beneath her could do to escape her fate. Fluttershy had won, and now she could take her time and enjoy her reward, before finishing off her poor, harmless prisoner, and making her one of the new, ever-growing brood. Pinkie’s ascension was imminent, and the bat pony intended to make what little time she had left memorable.

Pinkie cried out as she was toyed with, unable to hide her discomfort, nor her unwanted arousal. Her own fluids joined with Fluttershy’s saliva as the tongue continued to play with her nethers, and her inner thighs grew heated with desire for release.

Fluttershy grew more and more adventurous in her advances, pressing her lips over Pinkie’s slit and letting her tongue lightly part the walls. As her tongue began to touch more sensitive areas, the pink pony shivered, whimpering as sensations she had never known before became too much for her, coming too fast and intense to handle.

As Pinkie grew more and more agitated, Fluttershy focused her efforts more and more on the areas that seemed to affect her victim the most, her tongue rubbing up against them with malicious intent. Finding Pinkie’s clit, she touched it over and over, knowing well that it would drive the mare wild.

Then, unable to hold it in any longer, Pinkie felt her body twitch all over, as the heat in her loins reached the peak of its intensity. Feeling more fluids emerge from deep within her, she experienced her first orgasm, her face blushing a deep red as her cries echoed into the night.

“Oh… Did you like that, Pinkie ?” Fluttershy sneered as she leaned in close to her victim. “Was it as much fun as one of your party games?”

The bat pony cackled as pinkie gasped for breath, falling limp against the post she was tied to. Trotting up next to the mare with a wide, evil smile, she leaned in close and brushed her fangs tenderly over Pinkie’s neck,

“Don't worry. There's plenty more fun to be had tonight." she whispered, her sharpened teeth uncomfortably close to the pink mare’s ear. “And then, when you rise again, there will be even more ponies to have fun with, and bring into our growing brood…”

Pinkie Shivered in fear, still coming to grips with the strange, powerful desires that her brain was overloaded with.

"Y-you want to turn me...into a b-bat pony like y-you?"

Fluttershy grinned, thoroughly enjoying playing with Pinkie's fears.

"Yes," she murmured. "You, and all of the others... This gift of eternal life, and the pleasures of intimacy... all of it will be yours soon..."

"But I'm getting ahead of myself," Fluttershy said, drawing her head closer to Pinkie's neck.

"Your time is at hand, and I must drink your blood so we can proceed..."

Pinkie’s eyes widened as fear shone clearly in them, “Drink my… blood?”

Suddenly, Pinkie became aware just how close the sharp fangs were to the blood vessels in her neck. As the cold teeth touched her skin, she could feel the cold points as they came so close to puncturing her skin…

Suddenly feeling restless and panicked, Pinkie he pulled back her hooves, frantically trying to break to ropes that held her immobile and get the bat pony away from her, though she knew it was hopeless.

“No, Fluttershy! I don’t want you to drink my blood! I thought we were friends… and no friend would do such a mean thing as this!”

Yelling out in protest as she tried to escape, Pinkie shivered as the pressure building up between the fangs and her neck grew. Bound as she was, she couldn’t hope to stop this now, as much as she tried.

“Don’t worry, Pinkie,” Fluttershy said just before biting down, “We’re still friends. I’m just making sure that our friendship will last, and that nothing can stand between us when the dawn comes.”

As the fangs pierced her neck, Pinkie squealed loudly, piercing the silence with her pained exclamation. The pain wasn’t much, as it only felt like two needles had poked into her skin, but pinkie could feel her blood escaping, quickened by Fluttershy sucking on the wound and drawing it out. She suddenly felt cold and tired, like she was being sapped of all her life force, everything that made her the energetic pink pony she was. her head felt light, and it was hard to think.

Fluttershy could feel Pinkie’s resistance dissolving as she pierced the pink pony’s neck, knowing pinkie was losing her will to fight back. The sweet nectar of life, which she needed to further her ambitions, tasted so delectable on her tongue as she suckled the wound, wanting more and more…

The desire to drink it all, to suck pinkie’s body of all it’s fluids and leave her an empty, dead husk drew Fluttershy in, tempting her with the taste of what she could have if she wanted it… But Fluttershy knew she couldn’t do that to Pinkie. She had to be allowed to live, to transform and rise again. This drink was necessary only to fuel what was to come, and she had to show restraint.

Finally, after minutes of silent drinking, Fluttershy released her jaw’s grip on Pinkie’s neck, licking her lips as she savored the last mouthful she needed.

“Delicious...” she whispered, just loud enough for Pinkie to hear.

Pinkie was ashamed. She had been pierced, and now Fluttershy had her weakened, and trapped right where she wanted. There was no escape, and no hope for mercy. Her ears drooped as the realization hit, her eyes watering as she looked at the floor sorrowfully.

“S-so now what… what comes after this?…” she asked, sadly. “Am I going to be a bat pony like you now?”

Fluttershy shook her head.

“Not quite yet… There’s still something else we must do first. But don’t worry. You will have your own fangs and leathery wings soon enough…” She cackled, the sound reverberating off the walls of the old barn, echoing in the ears of her victim.

As Fluttershy laughed, Pinkie hardly looked up from her droopy position. Without hope, or any reason to struggle any longer, she was soundly defeated. Now she could only wait for Fluttershy to make the next move.

"Well then, my little pink mare..." The bat pony started, "I hope you're ready..."

Fluttershy could feel the blood of her victim swirling about inside her, magically giving her newfound arousal and desire. She could feel her new male anatomy twitch, and begin its growth from the small, harmless organ it usually was to the monster that had taken down mares, forever changing them. The loose-fitting skin tightened, as it grew larger, harder, and hotter, filled up with Fluttershy's lust.

It wasn't long before the beastly length was at the height of it's power, radiating its heat and stench of masculinity.

Three mares had already fallen before the might of Fluttershy's penis tonight.

Now, the fourth would share their fate.

Pinkie, so innocently unaware of just what was coming, sobbed into the floor of the barn.

When the predator that had cornered her looked down at her, it wasn't a look of pity, nor regret. But yet, Pinkie couldn't sense any more malice in that gaze, as the eyes looked back at her, staring deep into her soul.

All that was left in those eyes was a desire for her mare so strong, Celestia herself could not have denied her.

Her heart racing with fear, Pinkie felt Fluttershy lift her front hooves up onto her back, the bat pony looming above as she leaned in close, all too willing to share her lust with her new mare.

Too impatient to explain her new anatomy to her victim, Fluttershy instead opted to just show her, and without any subtlety, she pressed her groin against the pink rump below, letting the stiff member rub against the flesh, teasing herself against the mare's nethers.

Pinkie gasped.

"F-Fluttershy?! Y-you have a... a tallywhacker?!"

Fluttershy giggled as she rubbed against Pinkie, the light tone of her laughter cracking slightly as the sensitive dong was stimulated.

"A tallywhacker? Is that what you call it? How silly..." Fluttershy taunted. When her prey cowered, too embarrassed to respond, she smirked, knowing she'd hit a nerve.

"Why don't you just call it what it is?" she said as she continued to push herself against Pinkie. "Nopony else understands you when you're so ridiculous. Making sure everyone can keep up with you is part of being a good friend, right?"

Pinkie only looked away, shivering in fright as her mind raced, still trying to understand just what was happening, why Fluttershy was being so forceful, and why she had... that thing.

Growing impatient with Pinkie's silence again, Fluttershy growled.

"Go on, say it! What do I have?" she pressured, her fangs growing dangerously close to Pinkie's neck again.

Terrified, and unable to think clearly about the newfound revelation, Pinkie's mind went in circles. She knew exactly what Fluttershy wanted her to say, to admit, but to say it so bluntly, so harshly straightforward, while it was touching her backside in such a humiliating way... Pinkie didn't even want to think about what it was, and didn't want to admit to herself that she knew exactly what Fluttershy had, and therefore, what she was obviously planning...

"Y-you've got a... frosting shooter..." Pinkie managed to whimper.

With a loud smack, Fluttershy slapped Pinkie's generous flank with one of her forehooves. The mare yelped in surprise, then fell silent again.

"Oh come on, you know the real answer!" Fluttershy shouted as Pinkie yelped in surprise. "Tell me, what is it?"

"It's... a cream-filled eclair?"

Smack.

"Wrong! Try again."

"A... vegetarian sausage?"

Smack.

"Are you even trying? You know this one, Pinkie!"

As Pinkie continued to withhold the right answer, refusing to name the instrument of her demise, the strange feelings rose within her again, her sensitive marehood reacting to the phallus grinding against it. Her voice grew more and more unstable, as her thoughts drifted closer and closer to the conclusion that she didn't want to admit.

Finally, her mind began to fall into such depravity and desperation that she gave in, and said what Fluttershy wanted. Her face blushing red, she spoke up in a weak voice.

"It's... a p-p-penis..."

Fluttershy grinned. At last, her prey had acknowledged it for what it truly was. After so many years of living at her own pace, her mind in a world far away, she was brought back to the harsh reality of the world. There was no way Fluttershy would let her distance herself from this moment, for it was the height of intimacy and connection. Pinkie was her friend, and even if unwilling, her conversion had to be special, and personal.

"So, you do know what it is," She whispered back to pinkie. "I wonder then, if you know what it's for..."

Shaking and quivering Pinkie pressed her forehead against the post she was tied to, not knowing why Fluttershy was being so mean.

"It's for... making foals..."

Satisfied, Fluttershy pulled back her hips, letting her erection align with the love tunnel it had been teasing, poking it as she anticipated the entry.

"Correct, though this one is a bit different. Rest assured, there won't be any new foals, but it will make a new you."

Pinkie gasped, not knowing quite what to say. So this was how she would become a bat pony like Fluttershy, and this was what she had been planning all along.

Some part of Pinkie's subconscious wanted to think of some joke, something funny to lighten the mood so it wasn't so cold and oppressive, but nothing came to mind, her sense of humor coming up blank. This scene just seemed so unnervingly alien to her, and there wasn't a single funny thing about it.

That thing was going inside her... and it was going to make her forever changed.

Even as she had that thought, Fluttershy prepared for her first thrust, her passionate breaths hot against Pinkie's neck.

"P-please don't..."

But even as she began to form her words of protest, pinkie felt her assailant tighten her muscles, pushing roughly forward and forcing the thick, hardened member into her tight, virgin passage.

"Ngaaaaaah! Nooooooo~!" Pinkie screamed, feeling an overwhelming pain from within her. Her fears escalated as she squeezed her eyes shut, tears flowing freely while she cried out in agony.

This was her first time, and she hoped she would never have to do this ever again.

As Pinkie suffered through the first penetration, Fluttershy felt a small hint of remorse, a bit of pity for her friend. This had to continue, for the good of their friendship, but hearing such a cheerful, innocent pony bawling below her, she wondered for a moment if this was really the right thing to do...

But that thought was quickly pushed to the back of her mind, as she felt the warm, tight pussy cling to her engorged cock, resisting it's entry to every end, but only managing to pleasure her. Fluttershy's shaft twitched insid, as she threw back her head, sighing happily as her mind was lost to the ecstasy.

"Ahhhh... You're lovely, Pinkie! You might be even tighter than Rarity~," Fluttershy teased, as her victim continued to squeal and shriek, just as loud as before.

"D-don't say that! This r-really hurts!" she protested, even though she knew by now that it was pointless.

"Oh, don't be such a party pooper," Fluttershy laughed. "It'll get better soon enough."

Wasting no time, Fluttershy pulled her hips back, getting herself ready for another push, another pleasurable dive into Pinkie's fun hole. As it entered, Pinkie gasped once again, though not in shock or surprise.

This pain… it’s too much! Pinkie thought, as her voice left her control. It was as if the pain stole the breath from her, forcing her to breathe heavily so she could hold on to her sanity.

Meanwhile, Fluttershy took each breath slowly, savoring the moment as she felt Pinkie’s insides converge on her massive spear of virility.

This pleasure… it’s not enough! Fluttershy thought, as she fought to hold herself back, her memories of her friendship just barely holding her back from assaulting her mare with her full fury.

I know I’m hurting you with only this much… but hurry and get used to it! I want more~!

Inch by inch, moment by moment, the movement was agonizing to both ponies, though for very different reasons, until Fluttershy's cock sat once again inside of Pinkie, as deep as it could reach.

"Aaaagh… nooooo~" Pinkie groaned, "F-Fluttershy… It feels weird… and it hurts!"

Fluttershy chuckled to herself, enjoying just how childish Pinkie's thoughts were. Just how little did she know about mating? From her responses, one would think she were just a little filly, barely learning what puberty was.

Pulling back while Pinkie could do nothing to stop her, Fluttershy started moving once again, this time with a slightly faster pace. As the friction grew more intense, and the warm, juicy fluids inside of pinkie covered her thick rod, Fluttershy let out a sigh of satisfaction.

"Ahhh, what a great pussy… I could do this all night long."

As the motions grew swifter and more intense, so did Pinkie's pain, and the reactions of her sensitive nethers. So many feelings rushed to her brain at once, making her dazed and vulnerable. Every spot the cock touched, every stretch of her hole that it forced open, was aching painfully, and with a surge of other feelings she couldn't place.

"W-what is this? Ah! Fluttershy… w-why is this making me feel l-like… ugh!"

Though Pinkie was struggling to make any kind of phrase fit together, Fluttershy took in every word, the gasps, moans and screams a symphony of pleasure for her.

"Oh?" Fluttershy responded teasingly, "What's it feel like?"

"It's so… gah! S-so weird! I-it's like… like my pee-hole is twitching all over!"

"Oh, you're just starting to feel good!" Fluttershy exclaimed, excited that Pinkie was getting used to her rough treatment. Soon, she'd be ready to take everything she had.

Pinkie's eyes streamed with tears as she covered her face in shame. This was pleasure? No, it couldn't be. The pain was still there, right? Besides, why would she ever feel good when something this big, this monstrous, was pummeling her weakest spot, and forcing itself inside of her? This couldn't possibly be pleasurable. Fluttershy had to be wrong!

But yet, as Fluttershy's enthusiasm drove her to increase the pace of her thrusts, and the feelings grew more and more intense, overshadowing the pain by far, It grew to a point where Pinkie could no longer deny it.

Her body was betraying her. Even in this horrible situation, where she was bound helplessly, and assaulted by one of her best friends, who wanted to reshape her innocent body into a cruel, monstrous one…

Somehow, she was feeling good.

Not the same good she felt when she was hanging out at a party, with smiling faces all around, and full of her favorite pastries, nor good like she felt when she made a new friend. This good was overwhelming, a feeling that spread out through her entire body, leaving her unable to think, unable to breathe, and unable to do anything but let the pleasure surge through her.

Crying out as Fluttershy pounded her from behind, Pinkie no longer had control over her senses.

Seeing Pinkie writhe in the new pleasure, stop her protests, and give in, Something tugged at the back of Fluttershy's heart. Was it regret? No way. Nothing could hold back her desires now, as she held Pinkie between her hooves, and shook her frame with powerful thrusts of her hips, pistoning her long, throbbing dick into the waiting hole.

"Finally~! No holding back now!" Fluttershy cried, letting her lust control her movements, no longer aware of the barn, nor any of her surroundings. The only thing she thought of, the only thing she cared about, was bringing herself steadily closer to climax.

Slapping loudly against Pinkie's buttocks, Fluttershy's hips moved with vigor. Sinking deep, then pulling back, Pinkie's love juices dripped from the space where they were connected, making obscene noises as the moisture granted Fluttershy even more speed.

Pinkie was limp, falling into her bindings as she was penetrated relentlessly. Drool fell from her mouth, as her tongue lolled out, and her heavy breathing continued, interrupted constantly by her screams, her one last protest she could make as Fluttershy took her completely.

Fluttershy panted in ecstasy, her own pleasure overtaking her sense of reason. She could feel Pinkie's pussy molding to the shape of her erection, squeezing it as she pushed back and forth, in and out, and grinded against the flesh of her victim.

It's coming. I can't hold out any more!

"Gah! Pinkie~!" Fluttershy gasped, as her voice grew higher and higher in pitch, "You're mine now! I'm gonna- I'm gonna cum inside! You ready?"

Pinkie could hear the words, but still couldn't think straight. The intense thrusting inside of her made it hard to think, and she couldn't spare more than a passing thought as she felt Fluttershy plow her.

Fluttershy looked down in triumph, watching Pinkie's overwhelmed face as she felt Her seed flow closer and closer…

Then, in one moment, it all exploded out shooting deep into Pinkie, and tainting her with it's vile presence.

"Gyaaaaaaaaaaaah!" Fluttershy screamed, as she buried her cock inside of Pinkie, and spurt after spurt flowed out of her, draining her store of fluid into the pink mare's fragile, unprepared womb.

Pinkie felt the white, hot seed flow into her, and knew that if she ever had any chance of escape, it was gone now. Inside of her, she could feel it spreading, so thick and slimy, it oozed inside of her, filling all space, and sticking to her walls, clinging on so it wouldn't spill out.

But there was just too much. No matter how thick or sticky it was, it flowed in with every shot, forcing most of the spurts before it to drip out of the opening, forming a pool of the floor of white, disgusting fluid, a tiny hint of red the only remnant of Pinkie's long-gone virginity.

It felt like forever before the flow began to slow, and even longer before the overwhelming tides of sperm stopped, leaving Pinkie to wallow in a pile of miserable, tainted lust.

As gasps of pure pleasure escaped Fluttershy's lips, her orgasm finally subsiding, Pinkie's consciousness faded.

What now? What could she possibly do after this horrible night? IS there anything that could make her happy ever again?

Fluttershy finally pulled her cock out of Pinkie, as her hole gaped, still oozing out the remains of Fluttershy's pleasure.

"And that's all. You're going to be a bat pony now. Aren't you happy?" Fluttershy said, looking down at her weak friend with a smile.

"F-fluttershy..." Pinkie muttered, as her vision wavered, growing fuzzier by the second.

Fluttershy looked back, a small gleam of the friend Pinkie once knew shining in her eyes.

"Once this is all over, and we're all together again… let's have a party together. I know I've hurt you, Pinkie, but you'll see soon. It's all for the best."

"I'm sure you'll be smiling again soon."

Yes… that's right. Pinkie though, as her senses faded to nothingness.

I just… have to smile.

The moon shone brightly over the twisted, foggy orchard.

Tonight had seen so many emotions come to rise, so many ponies fall before the bat pony curse, and so much pleasure and pain felt by ponies both tainted, and pure.

As a lone Bat pony flew, a pink earth pony in her clutches, The horizon was tinted pink, hinting at the coming sunrise.

Soon, this night would be over, and with it, everything would change between this circle of six pony friends.

As the wretched, polluted trees stretched across the sky, Fluttershy softly landed in the middle of a quiet, hidden area. With a dull thud, her most recent victim fell to the ground, still in the midst of her transformation's final stages.

"So… We're all here now."

Fluttershy smiled, as she heard the familiar voice from the tree above her.

"All except one..." She replied. "But after turning the four of you in only one night, I know it'll only be a matter of time."

"Well, Ah'm sure y'all know what yer doin'."

With a flash, a rainbow blur shot through the clearing, faster than the eye could see.

"Oh yeah! Twi doesn't have a prayer now that I've got these babies! I can't wait to see her face when Flutters-"

"Though a bit crude, I must admit I share your enthusiasm, rainbow. Just thinking of it makes me want to design some frilly lingerie to match."

Fluttershy grinned.

She wasn't alone in her mission anymore. Her friends were by her side once again. As soon as Pinkie was ready, they would begin the hunt for Twilight, the last of her friends, and perhaps, the sweetest victory yet to come.

As the sun began to peek over the horizon, and it's warmth fell upon Equestria, the orchard was lively, and five bat ponies plotted their conquest.