“Keep moving, Fluttershy! We're almost there!”

Deep within the depths of the Everfree Forest, two ponies, a Pegasus, and an Alicorn, remained on the move, sprinting as quickly as their hooves would carry them without daring to look back. While Twilight maintained her momentum at a steady pace, Fluttershy was rather noticeably lagging behind, likely a result of her lack of stamina. But even so, the duo pushed on, not stopping until they managed to reach a small cave not too far from the Castle of Two the Sisters.

After quickly rushing inside the two ponies collapsed in a heap, panting heavily as they finally allowed themselves a moment's rest.

After taking a few minutes to catch her breath, Twilight started stretching a little before glancing towards the entrance, an aura emitting from her horn and surrounding the cave’s entrance.

"There, the illusion spell is in place. Now it’ll look like there's no entrance.” She stated, already focusing on her next course of action… only for a meek sniffle to catch her attention. Her ears drooped as she turned her attention to the shivering mare, who'd curled up into a ball, and trotted over to comfort her, laying down next to her resting marefriend and giving the Pegasus a loving nuzzle. 

“Fluttershy, I… I'm so sorry I couldn't keep us safe from the Queen’s forces…” She whispered solemnly, holding back her tears as she wrapped her right wing around the Pegasus' shoulder, gently rubbing her back to calm her. “But no matter what happens tonight, I promise… I’ll never abandon you, okay?”

Fluttershy looked up at her lover with tear-filled eyes, whimpering softly as she spoke up in a shaky tone. “E-Even… even with the promise we made? Even then…?" she spoke weakly, causing Twilight’s expression to become slightly more nervous as she turned her head away.

"I'm sorry but… no, the promise still applies. If things get too dangerous, you're going to run as far as you can while I hold them off." Twilight stated firmly while giving Fluttershy a reassuring smile. "But I'll hold up my end as well… if I know things are beyond my control, I'll come back for you, even if that means both of us get captured. No amount of guards will change that." The Alicorn added as she leaned in close and rubbed her nose into her mane. "But you know me. I can handle them, and I'll be back before you know it!"

Fluttershy didn't seem too convinced, but she smiled regardless, nuzzling her lover affectionately as they continued to rest within the cave.

-----

Not too far from the cave, Starry Skies; leader of the Stealth Squadron, lead her forces through the Everfree Forest, the four Shadowbolts soared above the trees to provide aerial surveillance while three Unicorn guards searched for the two renegade ponies on the ground, the homing spell leading them to the bottom of a cliff.

“Where are they!? They were in our sight mere moments ago! Then they just… vanished!” The Shadowbolt commander shouted, scowling as her four troops hovered beside her. "Spread out and search the forest! Tear it apart one tree at a time if you have to! I want them found!"

The troops nodded before rushing towards other parts of the forest, however the moment Starry Skies turned her attention to the ground forces she noticed one of the Unicorn guards stop in his tracks before silently observing the cliffside… and charging up his horn. The Shadowbolt smirked as she noticed a brief ripple appear on the surface and swiftly readied herself 

-----

Inside, the duo listened in utter silence, with Twilight holding her lover closely, the mare did everything she could to not make a single whimper of fear.

Then, just as it seemed like the two of them were finally in the clear… the guard shot a powerful beam onto her illusionary wall and broke it effortlessly.

‘Damnit!’ Twilight mentally cursed as she quickly rose to her hooves and stood defensively in front of Fluttershy with her wings spread. The shy Pegasus in turn could feel her heart pounding in complete terror, breathing heavily as two of the Unicorns slowly entered the cave, with Starry Skies landing in between them.

“Well, well, well… what do we have here?” The Shadowbolt chuckled tauntingly as she approached the duo. “I gotta say, we had a devil of a time tracking you down, really impressive work you two… but after three years, the chase is over!”

"Don't run, not yet…" The Alicorn whispered, narrowing her eyes as she carefully planned her next move. "Wow, three years? I really expected better from a band of misfits following a control freak like Radiance! Celestia could’ve found us in mere days!" She snorted angrily while stomping her hoof, her horn emitting a powerful aura as she glared at Starry Skies. "So, which one of you wants to figure out HOW I've managed to keep us hidden for so long? I didn't follow Equestria's true leader all these years to show off simple magic tricks!"

Despite the threat, the Shadowbolts weren’t intimidated. 

“As entertaining as that would be, I'm not in the mood to entertain your pathetic attempts at grandstanding. So…” Starry Skies smirked before letting out a loud whistle. "NOW!" The Commander shouted. Before Twilight could formulate a strategy, the Unicorn fired a powerful blast of magic at the roof of the cave, the force of which causing it to immediately start collapsing.

Without thinking, Twilight immediately teleported herself and Fluttershy out of the collapsing cave. The Alicorn then quickly made a beeline for the deeper parts of the forest, hoping that luck was on her side and they could lose them yet again.

"C'mon Fluttershy, we need to-Aaah!" She began, only for a sphere of dark magic to envelop her, courtesy of the Shadows Guard. The Alicorn started frantically looking around as she tried to wrap her mind around the situation with a few seconds to charge her magic, she could likely shatter it, but…

"EEEEK!"

With a gasp, Twilight turned to see Fluttershy, completely frozen in place with her legs shaking as the three Shadowbolts surrounded her. 'Just how many of them were there!?' The Alicorn thought, wanting to believe she could take them all on, but even then, she wasn't their only target…

However, all thoughts halted when one of the Shadowbolts reached for Fluttershy. 

"Leave her alone!" Twilight shouted as she tried to focus on getting herself out, though it was harder to concentrate seeing her marefriend in danger.

Suddenly, everyone heard a vicious roar from behind the quivering Pegasus, followed by a large Manticore rushing out from the depths of the forest and landing in front of the petrified mare, swatting the three Shadowbolts away with a powerful wave of its tail before they could even touch her, sending the attackers crashing into nearby trees and falling into a heap.

"O-Oh my… th-thank you so much!” Fluttershy whimpered, holding a hoof to her mouth in surprise as she gazed up at her savior, who offered the mare a smile.

Starry Skies was downright horrified when the Manticore turned to her, angrily glaring at his next target, but quickly regained her composure and turned to the recovering Pegasi. "Take that beast down! Shadow Guards, aid the Shadowbolts from a safe distance!”

The three Guards nodded before charging at the beast, firing several magic spells in order to repel the beast while the Shadowbolts quickly recovered and flew towards the Manticore, striking it from the air.
 
"No! You have to run!" Starry Skies heard Twilight shout, the Shadowbolt turned to see the shy Pegasus running towards the still-trapped Twilight, only to stop in place.

The shy mare skidded to a halt as her ears flopped down. "B-but… n-no… I can't do that to you-"

"A promise is a promise, and I'll hold up my end of it too!” The Alicorn shouted, hating herself for having to yell at Fluttershy like this. “Please, we’ve got no time to argue… JUST RUN!”

With a small sob, as tears started to stream down her face, Fluttershy did as she was told and turned around, bolting towards the depths of the forest.

“Oh no you don't-” Starry Skies shouted, ready to charge after her, but right at that moment Twilight gathered up just enough energy to break through the barrier with a small explosion spell, knocking her back a few feet. "I see you've been improving your magic… False Princess." She growled as she and one of the Unicorn guards circled her, like two predators closing in on their prey. 

"You're lucky our Queen needs you alive…" She snarled before the two of them charged at the Unicorn… only for a cloaked figure to dart out of the woods and slam their hoof into the guard's face before removing her cloak, revealing… 

"Zecora! Am I happy to see you!" Twilight smiled as the Zebra rushed to her side.

"I sensed something I couldn’t dismiss, and so I came to assist." The rhyming Zebra explained as the two turned to face Starry Skies. "Now let's make this a fair fight, and stop these creatures of the night!"

"You made a big mistake challenging us Zebra!" Starry Skies snarled as the Shadow Guard slowly got up.

As the two groups charged each other, Twilight hoped that Fluttershy could make it out ok 'Keep going… don't stop. I'll keep my promise… my love.' Twilight thought to herself as she readied herself for battle.

Unaware that Fluttershy was heading towards a far worse dilemma…

-----

Meanwhile, the exhausted Pegasus ran as far as her aching legs would take her, before she had no choice but to collapse in the middle of a clearing, taking heavy gasps for air. 

'I did what Twilight told me to do... but... n-now what...?' She thought as she looked around and took in her surroundings, noticing she had ventured into the deeper parts of the forest. Various branches and leaves obscured the sky above to the point where only a few beams of moonlight could be seen, and worse was the silence, and not even a cricket was around to make a chirp. 'Even if Twilight does manage to make it out of that fight, how will we be able to find each other?'

Fluttershy kept her head buried in her hooves as she lay curled up on the ground, silently sobbing in a hopeless heap of depression. 'It's not fair. not even a day ago, we were so happy… curled up by the fire, snuggling with each other…' 

“Fluttershy…”

The mare’s ears twitched as she heard a familiar voice softly calling out, echoing around her. As she looked around, she noticed her surroundings were engulfed by a surprisingly thick mist, although it didn't look natural. Heck, she could barely see her own nose!

‘Wh-What was going on?’ The Pegasus thought as she quickly got to her hooves, shivering in fear as she backed away from the dent she had made in the grass. "W-Who's there...?" She whispered, frantically looking around in an attempt to pinpoint the source of the voice.

"Fluttershy, I need you~" The voice called out again, however this time it was much clearer… the tone was almost… seductive?

Fluttershy's ears perked up as she began to recognize the voice. "T-Twilight?" she mumbled, looking around even more frantically before a sudden wave of calmness hit her.

Then, the surrounding mist suddenly began swirling around her, twisting and distorting her surroundings to the point where it almost looked like the entire forest was melting away. The timid Pegasus couldn't help but feel slightly dizzy for a moment before shaking her head and trying to keep herself firmly grounded. But the moment the mist cleared up she realized that she was… back in her cottage?

‘Wait, how did I end up back here…?’ She thought while looking around the room in a mixture of bewilderment and nostalgia. The entire room was peaceful, clean, and tidied up, heck it almost felt like she had just moved in. 'It... it’s all… exactly how I remember it… but how?'

"It's where we belong~" Twilight's voice called out once more… this time from behind the shy mare, causing her to jump slightly as she turned around. “And where I need you to be…” The Alicorn stated in a rather soothing tone, emerging from the mist that obscured the front door and slowly approaching the timid Pegasus.

Fluttershy expression went from confusion to elation the second she saw Twilight, her heart soaring as quickly rushed towards her marefriend… only for a sudden sense of dread to fill her, prompting her to stop halfway. 

Something didn't feel right… this whole location, her marefriend’s sudden appearance. It all felt too perfect.

Granted, it brought her immense joy to see her pretty smile, and those beautiful, sparkling eyes, the only eyes she could look into without fear, the very ones she would fall asleep gazing into every time… the ones that seemed shimmer with an alluring glow that seemed to pull her in closer…

…wait.

‘Her eyes, they're… different…?’ She thought as she instinctively tried to back away… only to find her hooves rooted to the floor. ‘Whuh… what's going on…?’

“It's soooo good to see you again Fluttershy.” ‘Twilight’ giggled as she trotted towards the Pegasus, a seductive sway in each step and a sultry expression on her face. “I’ve wanted to spend some time with you for a while, Darling~” She cooed as she got closer, her eyes now glowing a deep lavender, enticing the Pegasus to keep staring as her spell captivated her mind.

'What the… Twilight's… never called me ‘darling’ before…’ The Pegasus thought as she shook her head, desperately trying to clear up her muddled mind. "Y-you… you're not T-Twilight… t-those aren't her eyes…”

Unfortunately, it felt like the equivalent of trying to walk underwater, against the current no less. 

Everything felt slow, and whatever progress she made seemed miniscule as the force weighing her mind down seemed to intensify, not helped by more waves of relaxation shooting through her, replacing any thoughts of resistance with memories of those blissful nights she and Twilight had spent together.

"Oh? What gave me away?” 'Twilight' asked with an arrogant smirk, her voice morphed into a more elegant tone, yet strangely familiar voice as her horn began to glow. "Was it my eyes? Aren't they beautiful~?" She cooed as she pressed her forehead against Fluttershy's, her glowing eyes so close that they drowned out the rest of the world from the Pegasus' eyes until the only thing he could hear or see was ‘Twilight’ and her beautiful eyes.

The Pegasus' hooves started to shake, barely able to comprehend what was going on. She tried to resist again… only to be drawn in by the Alicorn’s eyes, glowing with a beautiful, pulsating lavender aura. "W-What…?" She mumbled, her terrified expression slowly starting to soften…

Before Fluttershy could think further, ‘Twilight's' aura engulfed her body, causing her whole form to stiffen in place, leaving her completely immobilized. 

"Oh well, all deception aside, I truly love your tactics Fluttershy. Using your "stare" on animals to control them…" She began, giving the Pegasus’ muzzle a playful lick, causing her heart to start racing and a shiver to go down her back. "Actually, I have a little "stare" of my own… with a much more intimate touch, wanna see?"

The moment Radiance locked lips with her, Fluttershy’s entire body froze, the hairs on the back of her neck standing up as the Nightmare Queen's spell began to overtake her mind, and while a small part of her knew she should push the mare away, that she had to break free and get out of there before they went any further… none of it registered within her mind. 

Instead, Fluttershy's mouth slowly dropped open, almost welcoming ‘Twilight’ to further explore her mouth, an invitation the Unicorn eagerly accepted.

Nightmare Radiance tenderly bit down on her bottom lip and pulled back until it snapped back into place, giving the mare a sultry grin before plunging her tongue into the shy mare's mouth, gently wrapping it around the Pegasus' tongue while she remained motionless, incapable of doing anything but gazing into Radiance's lust-driven eyes and heeding her every command. 

“That's right… don't fight it. Just… let it happen~” The Unicorn whispered through the kiss, playing with the Pegasus’ tongue as she intensified the power of her hypnotic gaze, slowly diminishing Fluttershy's free will little by little. “Just lose yourself in my eyes…"

“Mmmmpph… y-yeeesss….” as Fluttershy moaned heavily into each of 'Twilight's' kisses, thanks to the illusion dulling her senses it almost felt no different from the way the real Twilight would kiss her, to the point where the Pegasus didn't even notice when Nightmare Radiance began adding her own personal touches to her kisses, angling her lips in new ways while sliding her tongue up to the back of the shy mare's throat.

As the Pegasus practically melted into the kiss, Radiance smiled at the telltale sign of the shy mare submitting to her will, and even kissing her back with equal passion. 

"Mmwah, you taste so sweet… like honey and fresh flowers~” The Queen sighed as she pulled her lips off of Fluttershy’s to break the kiss, leaving a thin trail of saliva between their lips. She couldn't help but giggle as she took in the sight of her former friend, now utterly entranced and at her mercy, practically begging for more like a starved animal.

“Oh Fluttershy, next to Pinkie you were always the most docile and innocent of our little circle of friends…” Radiance began as she trotted around the Pegasus, shamelessly eying her rear as her mane started parting into multiple tentacles like last time, slithering through the air towards Fluttershy’s vulnerable flank. “And that's what I love about mares like you. So obedient, with that subconscious desire to obey.” She continued as two of her hair tentacles slithered down between the Pegasus' legs, then up around her hips before slipping down between the mare’s buttcheeks and spreading them wide… exposing her marehood to the Nightmare Queen. "And you love to obey, don't you~?”

‘Ooohh… y-yeeess… I-I love to obey…’ Fluttershy mentally repeated, the Unicorn's spell having shackled her body in place while worming its way deep into the Pegasus' mind, instilling a strong longing for her lover’s touch that eclipsed any and all other senses. ‘I want to obey my love… Twuh-Twilight? Yes… Twilight… I love my Twilight…  serve my Mistress...I'll do anything for her…’

"You don't want to keep running and hiding from the dark all your life, do you?” Radiance continued as her hair tentacles began slowly inching towards Fluttershy's marehood, gliding over her anus and sending a shiver up the Pegasus' back. “You want to be part of it, to embrace it, to become one with it~” The Nightmare Queen cooed as her tentacles started tracing around the outer lips of the mare's now fully exposed pussy. 

The Unicorn made sure the very tips lightly stroked up and down the slit, pushing a little deeper to part Fluttershy's wet lips a little wider with each stroke.

"Mmmmm… ooohhhhh~" A moan escaped Fluttershy's lips as she felt both tentacles delicately slip inside her, expertly stroking up and down her wet slit. Eventually, the Pegasus’ moans shifted to a low purr as the tentacles teased her folds before parting them open, squeezing her eyes closed as her wings finally sprang out, completely stiff. “Twuh… Twilight… h-haaahh…”

“But don't fret, darling. I can help you with that…” Nightmare Radiance added as her tentacles started slowly and gently rubbing the Pegasus' pussy, which was now dripping with her juices as her whole body quivered at the Unicorn's touch. Radiance smirked at the mare's reaction, licking her lips as she eyed the Pegasus' glistening, winking marehood as if she were about to feast on the most delicious cuisine in Equestria. 

“…all you have to do… is surrender to me~” She whispered before leaning in to kiss Fluttershy's marehood, sending waves of pleasure through her body as she happily licked the Pegasus’ pussy.

“Aaahhh… hah… h-haaahh… ooohhh…” Another moan escaped Fluttershy’s lips as she felt ‘Twilight' push her tongue right into her marehood, her hips shaking and her swishing happily as her lover's tongue explored her inner depths. It felt so nice, the feeling of her beloved caressing her marehood with that skillful tongue of hers, stimulating every inch of her pussy and leaving her heart aflutter with delight as wave after wave of pleasure, earning more lewd moans from her lips. 

"Y-yes… Twilight… I-I… l-love it… love it… love t-to… suh… surrender… aaahhh~" She groaned out as familiar heat built up within her loins, causing her glowing eyes to roll back slightly as she bit her lower lip in ecstasy.

“Mmmph, you’re such a tasty mare, so sweet and innocent~” The Queen moaned out between licks, slightly speeding up the stroking motions of her tentacles in order to strengthen the pleasure. Radiance then moved higher before sucking Fluttershy’s clitoris into her mouth, her tongue prodding and playing with it in a most satisfying manner. The Nightmare Queen held back a giggle as she felt the Pegasus shuddering as she circled the nub and gently nipped it with her teeth. "Just relax and enjoy it, the enticing stimulations, the wondrous feelings… Mmm… you want more, don't you~?”

“O-Oh! Ohhhh yes Twilight…” The entranced Pegasus gasped between licks, shuddering at every touch of the Unicorn’s swirling tongue, each lick sending tingling sensations throughout her loins. It wasn't long before she found her hips moving on their own, smearing her leaking fluids against ‘Twilight's' tongue and muzzle. 

“Y-You’re so… s-s-soooo-OH! Suh-Sooo gooood! H-haaahh…” Fluttershy shuddered, followed by a long, orgasmic moan as ‘Twilight’ ate her out, her cheeks flushed as her hips humped against her lover's wonderful lips, soon the upper half of her body sank to the ground while leaving her rear in the air, smiling dizzily as she was eaten out. And it wasn't long before her pleasure juices dripped out of her depths and into the Unicorn's hungry tongue as it licked and flicked, caressing every inch of the Pegasus’ marehood. “I love-ah! I l-love it when you go deeeep! Oohh I love yooooou~!”

“Mmmph, I love you too Fluttershy~" The Queen whispered as she continued to eagerly eat her out, swirling her tongue around the outer lips before pushing it back inside, savoring the taste of the mare's pleasure fluids. "And soon my love, you'll embrace the true pleasures of darkness, just like me~” She proclaimed as she continued to eat Fluttershy out. "Doesn't that sound delightful?"

The shy mare couldn't bring herself to respond, instead opting to close her eyes and groan as her mind fully surrendered to the bliss… only to be eclipsed by the familiar pressure welling up within her loins.

This was it!

The impending climax she'd been craving!

The Pegasus bit her lips as her vagina walls clenched around ‘Twilight's' tongue as she groaned through her teeth, her hips shivering as the pleasure grew and grew, each jolt prompting her to squirm against the Unicorn's tongue…

…only for Nightmare Radiance to immediately pull away, abruptly cutting off any and all semblances of pleasure before the poor Pegasus could reach the apex of pleasure. 

“Oh? Were you close to coming, Darling~?” She chuckled as she stood back up, her muzzle and chin dripping with Fluttershy’s juices. She let the question linger for a few seconds, watching as the shivering Pegasus vainly humped the air her face previously occupied, desperate for the feeling to continue. “Sorry sweetie, but you don't get to come until I say so. I want to tease the most intense climax you'll ever experience out of that cute little body of yours~”

As the Unicorn explained this, she slowly undid the illusion, deeming it unnecessary now that the mare was almost fully entranced, and by the time the Queen was done with this mare, Fluttershy would desire this corruption to the point where the moment it entered her, she'd welcome it with open hooves.

As the entire cottage vanished into the mist, Fluttershy slowly staggered to her hooves, her expression that of blissful euphoria as she gazed up at Nightmare Radiance, completely unfazed by the corrupted version of her friend. Even as the Nightmare Queen changed back however, Fluttershy still only saw her as Twilight in her mind.

Then, to Radiance’s surprise, the Pegasus’ expression shifted to a more sultry one as she casually strutted toward the Unicorn. “Ooohh Twilight, if you wanted to get really frisky you could've just said so~” She cooed in a tone the Unicorn had never expected to hear from the shy mare, wiggling her flank while fluttering her eyelashes seductively. “We're all alone now… why don't we ‘test out’ that spell of yours~?” 

Radiance was taken aback by the mare's forwardness, while she had expected the entranced mare to be more emotionally comfortable around who she assumed to be her lover, but to go from meek and unsure to sultry and amorous was quite the abrupt shift, even for somepony under her spell. 

Also, the fact that apparently Fluttershy and Twilight apparently got up to some kinky stuff when alone was surprising… but not something she had a problem with. 

“Oh? You really want to go further?” She replied as she casually tossed her mane back and regained her composure, gazing into the Pegasus' glowing, half-lidded eyes. “Tell me, darling… what do you really desire~?”

“Don't tease me like that, Twilight. You know exactly what I want…” Fluttershy replied with a cute pout… right before opening her mouth as wide as possible and making a few familiar jerking motions with her hoof. “Out of all those spells I helped you test out, this one was my favorite~”

For a brief moment, Radiance felt her cheeks heat up as she registered exactly what Fluttershy was implying… and couldn't help but feel impressed that Twilight of all ponies actually cooked up such a spell. "Oh, you naughty mare!" She giggled as her horn began to glow, the Unicorn focusing on one of the many more… self-pleasuring spells she’d discovered after taking over Canterlot.

It took her a few seconds to recall exactly how to properly cast a spell, but the moment she did a tingling sensation spread across her marehood as it quickly shifted into a rather lengthy stallionhood, just thick and long enough to fill the shy mare up. Smirking, Nightmare Radiance then summoned a cloud roughly the size of a bed behind herself before laying on her back, spreading her forelegs wide and letting her long shaft hover right in front of Fluttershy’s face.

“Now then Flutters… lick it.” The Nightmare Queen commanded before pressing her new appendage up against the Pegasus' quivering lips. She watched in amusement as Fluttershy licked her lips for a moment before brushing her mane to the side and started giving it small, cautious licks, as if taste-testing it.

After a few seconds, the Pegasus started planting several small kisses along it, prompting the Queen to lean back, sighing at the feeling of Fluttershy’s delicate lips gliding across her skin, her shaft stiffening with each peck. Fluttershy then gave Radiance’s cock long, slow licks from the medial ring to the flared tip, swirling her tongue around the top with gently sucking on it.

“Mmph… o-ohhhh yesss… good girl~” The Nightmare Queen sighed as she felt the shy mare's tongue trailing up her new stallionhood, its gentle caress sending waves of relaxation through her body. 'How can she be so good? I knew she and Twilight did this often but-ooohhh!' She thought to herself, another moan escaping her lips as she fazed down at her former friend, the Pegasus' lustful eyes staring up at her own as her head bobbed on the Queen's cock.

Fluttershy felt a surge of joy the moment she heard a moan escape her 'marefriend’s' mouth, a telltale sign that she was doing a good job. This was followed up by Nightmare Radiance pushing her hips upward, forcing the tip of her cock into the Pegasus' mouth in one motion. 

The entranced mare did what she could to adjust, closing her eyes and gently sucking on the tip while her tongue caressed it with a gentleness only a pony like Fluttershy could pull off, weak enough to come off as teasing, yet forceful enough to give it an extremely genuine feel.

‘Mmmm… oooohhh Fluttershy… you're actually making me envy Twilight. She's had you and your skilled tongue to herself all this time…’ The Nightmare Queen thought, so entranced by the sensations that she almost hadn't noticed how much her hips had started moving, pushing her shaft further into Fluttershy’s mouth and causing the Pegasus to nearly deepthroat her with every lick.

Not that Fluttershy minded.

The taste of Nightmare Radiance’s cock was so enthralling that she wanted to pull her lover's member as far into her mouth as she could, gently stroking it with each thrust as her lips tenderly wrapped around the head in an attempt to engulf even more of her sweet stallionhood, causing some pre-cum to leak out as a result. The very moment a dollop of it graced her taste buds, Fluttershy quickly lapped it up, it tasted delectable… like a tantalizing appetizer before the full meal… 

…and she wanted more.

The Nightmare Queen unconsciously granted her wish as she started thrusting harder, pushing her cock towards the back of the shy mare's throat. 

"Mmmm! Sooo good! S-Sucking my cock like a pro!” She groaned before bucking her hips more aggressively, pushing her cock deeper with each thrust as her eyes closed in delight. "You've really perfected your technique, haven't you? You naughty mare~"

In response, Fluttershy continued stroking Nightmare Radiance’s shaft up and down while her tongue glided across the sensitive bare skin of ‘Twilight’s’ stallionhood in circles. Hearing such praise from her lover only motivated her to take it even deeper, bobbing her head up and down the shaft, her teeth gently caressing the skin on her way down. She wanted to take it all the way down to the base… to practically glue her lips to her lover's hips…

Before Nightmare Radiance knew it, half of her shaft was coated in saliva, with the shy mare eagerly stroking it up and down in tandem with her mouth. 

“Mmph… aaahhhaa…” The Nightmare Queen shuddered, squeezing her eyes closed as she continued to thrust, each one bringing her closer and closer to the peak. 'Almost… th-there… almost-no! Not yet!' She thought before pulling her throbbing cock out of the mare's eager mouth.

While the Nightmare was tempted to go further, she mentally reminded herself that not only were Twilight and Zecora still close by, but it wouldn't be long before some of Fluttershy’s more well-trained animal friends started searching the forest for her… and could quite possibly track the Pegasus’ scent through the illusions.

‘A shame really, though I'd rather not risk any unwanted interruptions.’ She thought as she placed her right hoof atop Fluttershy's head and pushed her back, her shaft slipping out with a cute *pop*.

Fluttershy, practically pleasure drunk by this point, cutely attempted to suck it back in, only managing to plant a soft kiss on the very tip. “Whuh… b-but-haaahh… w-why…?” The Pegasus panted in a mixture of arousal and confusion as her body was suddenly engulfed by Radiance's magic aura and lifted off the ground.

“Sorry Darling, but as much as I'd love to pour my essence down your cute little throat, I have a different place in mind...." Radiance explained as she lifted her friend upwards, the mare now hovering right above the Nightmare Queen, her still glowing eyes gazing right into Radiance's blue irises.

“Oh, I see…”

However, the very moment Fluttershy was lowered close enough, the mare placed her hoof against Radiance’s chest and pushed the Unicorn down against the cloud, much to Radiance’s surprise and confusion.

“Oh sweetie, if you wanted me to get rough all you had to do was ask~” The Pegasus purred, her gentle, motherly smile now replaced by one of pure unrestrained lust.

Nightmare Radiance blinked in confusion, momentarily losing her dominating demeanor as she gazed into the mare's still-glowing eyes. The Pegasus was obviously still under her spell, so why was she suddenly so… aggressive? “W-Wait, what are you-?”

Fluttershy swiftly silenced her by pressing her hoof against Radiance's lip, smiling seductively down at the Unicorn as she batted his eyelashes. “Oh, don't pretend you aren't enjoying yourself, sweetie~” Fluttershy replied in a sultry tone, grinning seductively as her tail suddenly wrapped itself around the base of Radiance’s shaft, gently stroking it as she carefully angled it so that the very tip was aimed right at her winking marehood. “After all, you love it when I take control, don't you Twilight~?” She cooed as she tauntingly pressed the Queen's stallionhood against her still-wet pussy, letting out an exaggerated groan as she eagerly reached back and pulled both of her asscheeks apart, revealing her glistening marehood one more, eagerly waiting to be entered by her lover.

Having finally regained her composure, Nightmare Radiance felt her cheeks heat up as the finer details of Fluttershy and Twilight's intimacy came to light. She'd been somewhat suspicious regarding Fluttershy's confirmation that Twilight had used this particular spell more than once, but the fact that she had been the direct instigator of such raunchy activities had never crossed her mind… until now.

“Oooohhh yes, dear Flutters~” Nightmare Radiance cooed, giving the Pegasus a playful peck on the nose as she stared into her half-lidded eyes. The look on Fluttershy’s face was now one of absolute carnal lust, making Radiance’s shaft grow even harder as it pressed against the mare's entrance.

"All I needed to hear~" The Pegasus' whispered, her eyes fluttering closed as she gently eased the tip inside, letting out a small squeak at the sensation of her lover finally entering her marehood and navigating through her inner walls. Her inner walls tightened as she slowly lowered her hips, guiding Radiance’s cock deeper into her pussy, soaking more of her shaft in a thin coat of liquid with each leisurely descent.

“Mmmmph, yeeessss…” The mare moaned, her legs shaking in bliss as she felt the Nightmare Queen's stiff member penetrating her, each jolt of immense pleasure serving to enhance her desire to push her lover's girth as deep into her body as she possibly could. Despite that however, Fluttershy remained focused enough to keep stroking the lower half of the Unicorn's member with her tail as she continued to thrust her hips downwards. 

"Aaaahhhhhhhh…”

"Mmmmm! Who knew there was such a… AAHH, dominant, perverted mare under that shy exterior!" Nightmare Radiance moaned out as she began thrusting into the shy mare's cunt, never once slowing her pace as she bit her lip. “And I'll… m-make sure you never… h-have to hide it again~” She groaned out between thrusts as she began focusing an abundance of dark magic into her horn… before pouring it into Fluttershy’s vulnerable mind, slowly manipulating her thoughts in the process.

‘It's time for you to join me… just like Pinkie before you… open your mind to me…’

As the waves of dark energy pulsated through her mind, Fluttershy let out a cute squeal as jolts of unimaginable pleasure shot through her body, soon her moans evolved into quick, ragged breaths as she bounced up and down the Unicorn's shaft. 

“There! Right there! Mm! MM! Take me, I’m all yours! Ah! Aaahhh!” The Pegasus gasped out, her inner walls clenching around the shaft as if her marehood was trying to force Radiance deeper than she could physically handle while attempting to physically squeeze the seed out of her lover. “Ooohhhh! Mmm! Mmm! Y-Yes sweetie, g-go deeper. Y-Yes!! Just like that. Ah!”

“A-As you wish, Darling!” The Queen sighed as closed her eyes, moaning softly as she listened to Fluttershy's pleasure-filled squeals, enjoying the feeling of vaginal muscles grasping and squeezing her shaft, sending large pulses of pleasure through her body. She honestly couldn’t believe how much control this meek Pegasus was exerting! Occasionally the mare would alter her hip movements between thrusts, leaving Radiance compelled to follow said movements in order to penetrate the mare from a specific angle. 

‘She doesn't even need to say anything! And here I thought Twilight would be the more controlling one… of course, this just makes things easier….’ The Nightmare Queen thought, biting her lip as she continued to pour more dark magic into the mare's fragile mind.

‘Accept your new life… accept the embrace of eternal darkness…’

With each pulse of dark magic sent into the depths of her mind, Fluttershy could feel her very body being twisted and altered, wisps of energy swirling around her wings and hooves while her coat slowly shifted to a darker hue, all of which was enhanced tenfold by each jolt of pleasure throughout her body. 

“Ah! Aahhhn!! Oooohhh k-keep going! Harder! Yes! Ohhh, I want it aaaall inside me!!” Fluttershy moaned out as she repositioned herself, leaning down and wrapping her arms around the Unicorn's chest. 

The Pegasus then raised her hip, with Radiance’s phallus slipping all the way out of her marehood, her body tingling as she stopped right at the tip… and slamming her rear down upon the Queen's stallionhood, pushing Radiance’s throbbing cock to the furthest depths of her marehood, while the tip of the shaft practically hitting the mare's cervix with every thrust. “Aaaahhhhh!! Ooooohhh!!”

‘You feel it, don't you…? These dark powers… just imagine how good it'll feel to share them with our friends… with your beloved Twilight…’

Jolts of blissful pleasure danced across her brain as new images entered her mind, along with an altered perspective on nearly everything she knew. Any image of Nightmare Radiance was now devoid of dread or fear and replaced with a familiar sense of admiration and longing, followed by the calming acceptance as the darkness seeped into her mind… and then she saw a vision of her beloved Twilight, her lover, lost and unable to accept the darkness the way she could.

'Oh Twilight… my poor, poor marefriend… you don't understand the beauty of it all…' She thought as she felt her once trembling and weak body fill with such power, shivering as another wave of ecstasy brought her back to reality. Fluttershy instinctively pressed her face against the Unicorn's chest and began humping her butt as quickly and violently as he could, at twice his previous pace to boot. 'But in the end, I'll make you understand. Yes, I'll bring our love to heights that you couldn't possibly imagine… and sit high above the rest of this barren shell Equestria has become...'

‘And she will rule by by you side… alongside all of us… as the Dark Queens of Equestria~’

With each thrust the Nightmare Queen strengthened the spell, the feeling of the Pegasus' flank pumping up and down her shaft sending overwhelming sensations, pulling the Pegasus' body in closer with every thrust, making the mare scream louder than ever as she humped the Unicorn as fast and deep as her body would allow, coating her stallionhood with so much pleasure fluid that it drizzled down Rarity's shaft and onto the cloud bed below.

This was it, just a few more seconds.

Fluttershy was going to lose it soon, and she knew it.

"And now, you shall experience the absolute apex of pleasure~" Nightmare Radiance cooed, and with those words she started bucking and thrusting harder and faster. Biting down on his lip and breathing intensely she started sending even more waves of corrupted magic through the mare's pussy, each thrust bringing her even closer to the edge, as evidenced by Fluttershy’s pussy lips gripping her shaft like a vice.

“R-Radiance, I’m gonna… I’m-Ahhh! Oh, fuuuuck, I’m cumming! I’m cumming!! AHHH!!!” Fluttershy's eyes widened before quickly rolling back, her back arched in bliss as her tongue lolled out the side of her mouth in ecstasy. Her moans got louder with every breath, to the point where she was now screaming at the highest octave Radiance had ever heard come out of the shy mare’s mouth. 

It was happening, she was at the very edge she had coveted throughout the entire experience, so close to the peak.

‘Almost… there…’

‘Join us… forever~’

And then she came.

"AAAAHHHH… AAAAAAHHHAAA~!" She squealed as a sudden jolt shot through her body, her body twitching and shaking before tensing up… swiftly followed by a torrent of dark magic rippling through her body and mind. The shy mare gasped and screamed out as her body continued its transformation, fluids pouring out of her marehood and drenching the Queen's member. "AAAAHHH YEEEES!”

And Radiance wasn't far behind, cumming in unison with the Pegasus, shooting spurt after spurt into the mare's marehood, practically overflowing it to the point where random spurts began leaking out from the sides. The Nightmare Queen took a moment to relish Fluttershy’s cries of pleasure as she filled her up with her thick seed… while forcefully transforming her throughout the entire experience. "With this, you will belong to me for all eternity~"

Like Pinkie Pie before her, Fluttershy’s body was forcefully transformed as the magic was poured into her. She hadn't stopped growing in size until she was roughly as tall as Radiance, her disheveled mane and tail grew to the point where they were sleek and much longer, her head now adorned with a steel-pink helmet, her coat becoming darker as matching armor slowly formed around her hooves, chest, and wings… with said wings expanding in size as the feathers seemed to dissolve away… replaced by massive bat-like wings.

"I-I… I must admit… you actually tired me out a little… most impressive..." She whispered between breaths as her throbbing cock began to shrink, slipping out of Fluttershy’s pussy and leaving it dripping with two different fluids.

“Mmm… sooo gooood…” The newly-transformed mare could barely respond as she came down from her orgasmic high, fading in and out of consciousness as she fully collapsed on top of the Unicorn, instinctively wrapping her wings around Radiance and nuzzling against her old friend while basking in the afterglow.

And finally, as she fell into a blissful slumber, she heard the Unicorn whisperer into her ear. "Welcome to my Empire… my beloved Fluttershadow~"