"Keep moving, Fluttershy! We're almost there!"

In the Everfree Forest, the two ponies remained on the move, sprinting as quickly as their hooves would take them. Fluttershy was lagging behind rather noticeably, but even so she pushed on, until the two of them reached a small cave that they rushed into. Once they made their way inside, the two of them collapsed in a heap, panting heavily as they finally allowed themselves a moments rest.

After catching her breath, Twilight trotted over to Fluttershty, lying down next to her and nuzzling into her, "We made it three years, Fluttershy.....I'm so sorry I couldn't keep us safe for much longer than that.", she healed back her tears, "But now matter what happens now, 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 to turn her head away nervously.

".....No, the promise still applies. If things get too crazy, you're going to run......as far as you can while I hold them off.", she turned back at her and smiled, "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.", she leaned forward 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 affectionately as they continued to hide in the cave. Twilight turned back to the entrance, illuminating her horn and creating a an aura around the entrance, "There...the illusion spell is done. Now it will look like there's no entrance.",she reassured her marefriend, 'But......I don't think it will fool them for long....'

Starry Sky's lead her forces through the Everfree Forest, four Shadowbolts soaring through the air and three unicorn guards on the ground searching for the two renegade ponies. The homing spell leading them to the "cave".

"Where are they!?", the Shadowbolt commander shouted as her four troops landed beside her.

"They were in out sites mere moment's ago! Then they just.....vanished!", the female member said, Starry Sky's scowled, "You heard her majesty's order's! She want's those two found immediately! Now spread out and search the forest!", she bellowed. The troops nodded before rushing towards other part's of the forest, however Starry Sky's had one of the unicorn guards stop in his track's. Silently she pointed to the rock wall and winked, the guard smirked and nodded before charging up his horn.....

Inside, the duo listened in utter silence as the Shadowbolts bickered from outside the cave's entrance. Twilight held Fluttershy closely, the mare of whom was doing everything she could to not make a single whimper of fear. Just as it seemed the two of them were finally in the clear, the guard shot a powerful beam onto her illusionary wall and broke it with hardly any effort. Mentally cursing to herself, Twilight quickly rose to her hooves and stood defensively in front of Fluttershy, who's heart was racing in complete terror as she breathed heavily and backed away, "Don't run, not yet....." Twilight whispered, "I can handle two of them....." she spoke, though seemingly more to herself than to her marefriend.

"Wow, three years? I really expected better from a band of misfits following a control freak like Rarity! I could have found myself within days!", she stomped a hoof into the dirt below, snorting angrily, "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!", she growled, her horn emitting a powerful aura as she waited for their next move.

Starry Sky's smirked before letting out a loud whistle, Twilight withheld a cringe as three of the other Shadowbolts came to their side within seconds, 'Just how many of them were there...?', She wanted to believe she could take them all on, but even then, she wasn't their only target...

"NOW!", the commander shouted. Before Twilight could formulate a strategy, the Unicorn Guard shot a powerful blast at the roof of the cave that Twilight knew would be deadly. Without thinking, she teleported herself and the screaming Fluttershy out of the collapsing cave,"C'mon Fluttershy, we need to-" she began, only for Shadow Guard to quickly trap her in a magic sphere, "Aaah!" she yelped in surprise, frantically looking around at the sphere 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, she turned over to Fluttershy, who was frozen in place with shaking legs as the three Shadowbolts slowly approached her, "N-no! Leave her alone!"

She had to focus on getting herself out, though it was harder to concentrate seeing her marefriend in danger. Suddenly, a loud roar came from behind her, everyone turned to see a large Manticore had rushed in front of the petrified Pegasus, swatting the three Shadowbolts away with a powerful wave of it's tail before they could even touch her.

Fluttershy gasped in surprise as she was suddenly saved, holding a hoof to her mouth, "O-oh my.....th-thank you...!", she whimpered before running towards the still trapped Twilight.

Starry Sky's was downright horrified when the Manticore turned to her, but regained her composure, "Take that best down!", she shouted as the Shadowbolts quickly recovered and flew towards the Manticore and began striking from the air, at that moment the other two Shadow Guards arrived, "You two, aid the Shadowbolt's!", the guards nodded before charging at the beast, firing several magic spells in order to repel the beast.

"No! You have to run!", Starry Sky's heard Twilight shout, she turned to see the Pegasus stop in place and flop her ears 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! Please, we have no time to argue, JUST GO!", she yelled, hating herself for having to yell at Fluttershy like this.

With a small sob as tears started to stream down her face, she did as she was told and turned around, bolting back into the depths of the forest. Starry Sky's was about to charge after her, but Twilight finally gathered enough energy to Break the barrier with a small explosion spell, knocking the third guard back a few feet, "I see you've been improving your magic....", she said as she and the guard circled around her, like two predator's closing in on their prey, "Your lucky our Queen need's 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 her hoof into the guard's face before removing her cloak, revealing....

"Zecora! Am I happy to see you!", Twilight smiled as the zebra came to her side.

"I felt something was amiss, so I came to assist.", the rhyming zebra explained before the two turned to face Starry Sky's, "Now let's make this a fair fight, and stop these creatures of the night!"

"You made a big mistake challenging us zebra!", she snarled as the shadow guard slowly got up, the two group's charged each other with every intent on winning this battle. Twilight still hoping that Fluttershy could make it out ok, 'Keep going... Don't stop. I'll keep my promise, even if it means my life.....', Twilight thought to herself as she readied herself for battle. Unaware that Fluttershy was heading towards a far worse dilemma......

The exhausted mare ran as far as her aching legs would take her, before she had no choice but to collapse in a nearby clearing with heavy gasps for air, 'I did what Twilight told her to do... But... Now what...?', she thought as she looked around at her surroundings, noticing she had gone rather deep into the heart of the forest. The plant life was covered in vines, and not even a cricket was around to make a chirp.

Fluttershy had her head buried into her hooves as she lied on the ground, silently sobbing in a hopeless heap of depression, 'Even if Twilight does manage to make it out of the fight, how will we be able to find each other?', she thought as she sobbed quietly, 'It's so strange......not even a day ago, we were so happy.....we were curled up by the fire, snuggling with each other.....', she blushed at some of those memory's.....

"Fluttershy.....", a voice called out softly, the mare suddenly heard her name quietly echo around her, her ear twitched as she looked at her surroundings. Everything was suddenly concealed by mist.....and it didn't look natural....heck she could barely see her own nose... What was going on?

She quickly rose back up to her hooves, hanging her head low in fear as she backed away from the dent she had made in the grass, "W-Who's there...?", she croaked, looking around frantically.

"Fluttershy.....", the voice called out again with a more seductive tone, "I want you....", Fluttershy's ears perked up as she began to recognize the voice, "T...Twilight?", she mumbled, looking around even more frantically before noticing what the voice had said, 'She want's me...? What does she mean....?', as she thought to herself, the mist slowly swirled around her, twisting and distorting her surrounding's, Fluttershy felt dizzy for a moment before realizing she was.....back in her Cottage....?

Her mouth hung open in surprise, looking around the room in a mixture of bewilderment and nostalgia. 'It's all just how I remember it.....but how? Was everything that just happened......fake...?'

"I need you....", Twilight's voice called out as she appeared next to the shy mare, causing her jumped slightly. Twilight giggled as she trotted towards her seductively, "W-W-What? What d-do you n-need me f-for...?", she stuttered out, feeling something wasn't right here, 'Her eyes.... Twilight's eyes, one of the only pairs of eyes I can look into without fear, their different....', she thought as she slowly found herself backing away as 'Twilight' made her approach, "Twilight...? W-What's gotten into you...?"

'Twilight' giggled as she levitated Fluttershy towards her, "Nothing darling~, I just wanted to spend some time with you....", she said as she pressed her nose against her's, giving it a playful lick, causing her heart to start racing and a shiver to go down her back, 'Twilight's never called her darling before.....', she thought as 'Twilight' gazed into her eyes lovingly.

"Have I ever told you how cute I think you are?", she whispered into her ear, Fluttershy tried to speak out in objection, but soon she was locked in a deep, passionate kiss that made her mouth water at the mere touch. Her wings extended out and stiffened like rocks, not use to this kind of pampering.....but even through all her confusion, she knew things weren't right.

'Twilight' giggled as she noticed the shy pony's wing-boner, "Oh? Do I turn you on that much?", Fluttershy kicked her legs in resistance as she tried to escape, "Y-you.....You're not Twilight...", she said in between aroused gasps, "T-those aren't here eyes...t-that's not her kiss..."

'Twilight' smirked arrogantly, "Oh? What gave me away?", she asked as her voice morphed a more.....elegant tone. Fluttershy's eyes widened in surprise at completely different, yet strangely familiar voice...

She cast a spell to completely immobilize Fluttershy, causing her whole body stiffen in place like a statue, erect wings and all, "Oh well, all deception aside, I truly love your tactics Fluttershy.", she said as she walked around her, "Using your "stare" on animal's to control them.....", she explained, "Actually, I have a little "stare" of my own....want to see?"

The moment she was in front of Fluttershy she gave her a seductive look as her eyes started changing colors, drawing Fluttershy's focus, "Isn't it beautiful?", she cooed as she got ready to kiss her once more....

Flutteshy tried to resist, only to drawn in by her eyes, they flowed with beautiful, pulsating purple spirals that captivated her gaze within seconds, "W...what...?", she mumbled, her terrified expression slowly starting to soften.....Fluttershy's mouth slowly dangled open as the spirals began to overtake her. A mindless strand of drool leaked out from her lips, only for 'Twilight' lick it up and back into her mouth as she passionately continued the kiss. Even as Twilight played with her tongue, she remained motionless, incapable of doing anything but gazing into those eyes and heeding her every command...

"That's right, don't fight it...just...let it happen....just lose yourself in my eyes....", 'Twilight' whispered through the kiss, gently wrapping her tongue around her's and playing with it, at the same time she increased the amount of spirals, slowly diminishing Fluttershy's free will little by little, "....good girl....", she said as she broke the kiss, leaving a trail of saliva between the two.

"Your a good girl aren't you?", she asked as she reached under the Pegasus' leg's, her hoof slowly inching towards her marehood.

'I'm a good girl...', Fluttershy repeated in her mind.

"You love to obey, don't you?", she said as she began rubbing her pussy, slowly and gently,

'I love to obey......I want to obey my Mistress.....Twilight? Yes, Mistress Twilight... I loved my Mistress... I serve my Mistress, I'll do anything for her.....', Fluttershy thought as the spirals shackled her mind.

"You don't want to keep running, hiding from the dark. You want to part of it....", she trailed off before kissing her again, "...to embrace it.....", she started rubbing faster.

Fluttershy's weakened mind and virgin body longed for the feeling to continue, as Fluttershy moaned heavily into each of 'Twilight's' kisses, 'I love the darkness.....all this time I had feared it.....but it shouldn't be feared....but embraced....'

"....to become one with it....and I can help you....all you have to do....is surrender to me....", she whispered as she pushed her hoof further inside the marehood, a foreign heat built up in Fluttershy's lower body, causing her spiraling eyes to roll slightly as she forced herself to eject it. With a loud but adorable squeal, she unleashed a flurry of cum onto her Mistress's hoof, while at the same time falling under her complete and total control. "Aaaaa...aaaaaahhh~!", she squealed.

'Twilight' smiled as the shy mare submitted to her will, and to her surprise, suddenly and passionately kissed her back, wrapping her tail around the unicorn body and stroking her back with her long, bushy tail, "Mmmm, you taste so sweet....", she shivered as she felt Fluttershy's tail stroking her, she broke the kiss and playfully licked the cum off hoof before walking around her with her horn glowing.

"Such a good girl....", she cooed, stopping at her flank witch was still dripping with her juices, "....but not perfect yet....", she said as she licked her lip's,"....you need a certain touch of....darkness....", she said before she happily licked her pussy, sending waves of pleasure through her body.

Fluttershy elicited a long, happy moan as Twilight tasted her weakened pussy, swishing her tail happily as she ate her out, "Y-yes.....Twilight.....I-I l-love you... Twilight...", she said in her monotone voice.

"I love you too Fluttershy...", she whispered as she continued to eagerly eat her out, swirling her tongue around the outer lip's before pushing it inside and doing the same, tasting the delicious cum that dripped out of her hole, "...soon my love, soon you shall know the true pleasure's of darkness!", she proclaimed as she continued to lick and suck, hearing those words come out of what 'Twilight's' mouth was enough to make the dazed mare smile dizzily as she was eaten out.

'Twilight' slowly undid the illusion, since the shy mare was under her control there was no need for it now, the entire Cottage vanished into the mist as 'Twilight' slowly morphed back into her true form. Nightmare Rarity stood over her newest victim with a triumphant grin, "Now then, what shall I do with you next?"

Even as Rarity changed back however, Fluttershy still only saw her as Twilight in her own mind. Fluttershy could only continue her ditzy stare, as she spoke up in an equally jumbled voice, "T-The cum...", she mumbled, wiggling around slightly, "I-I want... To taste it...", she let out a loud yawn after speaking, as her mouth spread open widely.

'She could probably fit something rather large into a mouth like that...', Nightmare Rarity thought before registering Fluttershy's words, she giggled as she kissed her on the lips before standing up and casting an advanced spell on herself, "Oh, you NAUGHTY mare!", she giggled as the spell took effect, Fluttershy smiled happily as the long, stallion-like appendage poked its way out from Rarity's privates.

"Now then....", she began before pushing her new "appendage" into her face, "Lick it...."

Fluttershy licked her lips for a moment before doing as her Queen commanded and giving it small licks. She started by giving it several small, cautious licks, as if tast-testing it. After that, she planted several small kisses on it, moving her head all around it as she did so. To make sure it was nice and erect, she finished off with long, slow licks from the bottom to the tip, flailing her tongue around the tip slightly.

Nightmare Rarity bit her lip and surpassed a moan as she felt Fluttershy's tongue gently caressing her new stallionhood, 'How can she be so good?!', she thought to herself as a moan escaped her lips as the shy mare's tongue trailed up her stallion cock, causing pre-cum to leak out, "mmmm! Sooo good!", she giggled before bucking her hips forwards, pushing her cock into her mouth.

Fluttershy squeaked happily as she heard a moan escape her 'marefriend', and before she could even continue Rarity bumped her hip forward, pushing the cock into her mouth with a loud gulp. She did what she could to adjust, closing her eyes and gently sucking on the scrotum in gentle way that only a pony like Fluttershy would be able to pull off. It was weak like she was teasing, but also forceful enough to give it extremely genuine feel. She tasted the pre-cum and licked it off as she licked, and it was delectable.... But she didn't want the appetizer, she craved the full meal...

The Nightmare granted her wish as she thrusted harder, pushing her cock towards the back of the shy mare's throat, "Your a naughty mare, aren't you? Sucking my cock like a pro!", she moaned out as she continued to thrust, each one bringing her closer and closer to her peak. She screamed as she felt Fluttershy's tongue gently caress her balls, '...almost there...almost-no! Not yet!', she thought before pulling her throbbing cock out of the mare's eager mouth,
Fluttershy panted in arousal and confusion as Rarity pulled out,"...as much as I want to shoot my load down your cute little throat, I have a different place in mind....", she said as she turned Fluttershy over before pressing her stallionhood against her still wet pussy tauntingly, causing her tail to swish around happily, "....are you ready, darling~?", Rarity cooed. Fluttershy let out an exaggerated, "Yeeeeeeesssss..." as she eagerly awaited her virginity to be taken for good.

"All I needed to hear....", she whispered before before she began thrusting into the shy mare's cunt, Fluttershy let out a large squeal as the giant cock was shoved into her vulnerable marehood, but her pain soon evolved into unimaginable pleasure.m The Queen closed her eyes and moaned softly as she listened to Fluttershy's pleasure-filled squeal's, enjoying the feeling of vaginal muscles grasping and squeezing her shaft, sending large pulses of pleasure through her body.

Fluttershy moved her tail up and wrapped it around the base of the member, gently jerking it off as the two continued to go at it, "Aaaahhhhhhhh...", she squealed, eagerly awaiting the load to be shot. Rarity bit her lip as Fluttershy's tail stroked her member as she continued to thrust into her new servant, "Mmmmm! Who knew you would be so skilled!", she moaned out as she gently touched her head with her horn as it began to push her dark magic into her mind. Slowly manipulating her thought's as the waves of dark energy pulsated through her putty-like mind.

With each wave of dark magic she sent into her mind, the more she accepted the darkness, accepted Rarity as her new Queen, then she saw Twilight, her lover, lost and unable to accept the darkness like she could, 'Twilight...my poor lover.....she doesn't understand the beauty of it all......', she thought as she felt her once tremblingly week body fill with such power, '.....but in the end, I will make her understand......I take our love to heights that she couldn't imagine, and sit high above the rest of this barren shell the kingdom has become...', she thought before bringing her focus back to the ecstasy that she practically obsessed over. Slowly, she moved her muzzle up to the Queen's as she continued to pulsate darkness into her mind, kissing her passionately as she waited for their dance to reach its climax..

With each thrust the Nightmare Queen strengthened the spell and pushed further into her, bringing her to new height's of pleasure as she returned the kiss, "And now, you shall reach the highest level of pleasure.....", with those words she started bucking and thrusting harder and faster, all the while strengthening her magic aura around her stallionhood, sending even more intense waves of pleasure through her pussy, each thrust bringing her closer to the edge, "With this, you will belong to me for all eternity!", she shouted in ecstasy as she felt her dick swell up before releasing a torrent of cum into the Pegasus' womb.

Her powerful orgasm caused Fluttershy to reach her own climax, the Queen relished in her cry of pleasure as she filled her up with her thick cream, "Aaaahhh yeeeessss!", she moaned as she finally pulled out of her newest servant, her stallion rod vanishing in a faint glow.

"....I..must admit....you tired me out a little...most impressive...", she said between her tired breaths, using her magic she levitated the shy Pegasus towards her, the cum inside her quickly reacted to her magic and began pulsating and throbbing inside her, increasing her pleasure,"...and now....like Pinkie Pie before you....you too shall embrace the darkness....", she said as she ignored her thrashes of pleasure and began her chant:

'From another realm, through flesh and blood...

Let Darkness be reborn, within this chosen one...

AND NOW, YOU SHALL BE FLUTTERSHY NO MORE!!!'

And like before, With the chant spoken, a swirling vortex of magic exploded from within Fluttershy, forcefully transforming her and infusing her very soul with darkness itself, she grew just as tall as her, gained her own armor, her wing's became bigger and stronger as grew.

"Now rise...my beloved Fluttershadow."

Author's Notes:

Originally Zecora wasn't going to be in this chapter, mainly 'cause I'm not so good with rhyme's...

Once again, credit for Fluttershadow's design goes to Dragnmastralex.

The ancient chant Nightmare Rarity uses is from The Union of the Elements of Insanity.