Three weeks later...

Fluttershadow soared across the skies of Manehatten with two Shadowbolts and two Royal Guard Batponies accompanying her on her mission. The corrupted Pegasus smirked as she saw some of the cities citizens fled in terror upon seeing her. "Search the city, and keep your eyes peeled, she's bound to turn up somewhere!" She commanded as she landed on the tallest skyscraper.

The two Pegasi nodded before taking off and flying down towards the city streets while the Bat Ponies soared past some of the buildings. "I will not fail you, my Queen..." She mumbled to herself, remembering her Queen's orders...

Flashback: After Fluttershy’s corruption…

With heavy pants of exhaustion, Fluttershadow rose to her hooves and took control of her oxygen, examining her new body with intrigue. She flapped her powerful wings with pride, and turned to face her friend with a calm smile that had a disturbing mix of sweetness and malice.

"Ah... This feels so refreshing... I no longer feel any fear or regret." She giggled slightly. "Thank you, Rarity, my dearest friend...I cannot wait to have Twilight experience this absolutely amazing feeling, so that she, I and the rest of us may rule this kingdom in the harmony you and I share right now..."

The Nightmare Queen felt a cold shiver go down her spine when her friend smirked, she smiled eagerly as she caressed Fluttershadow's cheek with her hoof. "And you shall, my dear. But only once the rest of the Elements have been corrupted." She stated, but when she noticed Fluttershadow's confused expression, she began to explain. "You see, while corrupting the Element's of Harmony is no easy task, the Element of Magic is the strongest one of all. As such, we will need the remaining Elements to fully corrupt her." She finished as she turned to face Fluttershadow. "Only then will you be reunited with your lover. Do you understand?"

The corrupted pegasus could only frown in sadness as Rarity explained the situation to her. "I-I... I suppose if that's how it must be done, then I'll trust you Rarity..." she said, her tone doing a horrible job to hide her sorrow. "I feel as though she may try to find a way to change us back in that time though...if she knows that you've shown me this new power, that is." she sighed. "Oh... It will be horrible seeing her struggle with this when she still can't understand how amazing this is..."

Nightmare Rarity gave her friend a reassuring peck on the cheek. "Don't worry my dear, if all goes according to plan she will be ruling by our side in no time." She said before one of her Shadowbolts landed next to her with a bow. "My Queen, Twilight Sparkle has eluded our capture...as you planned she would." She explained.

"Very good, I trust you made her escape believable?" She asked, the Shadowbolt nodded. "Very good, now I want you to take a squad and head towards Appleoosa. Afterparty will be waiting near the outskirts of the town." She commanded.

The Shadowbolt nodded and took off as Rarity turned back to Fluttershadow. "Now before I send you on your mission, I need to explain to you the matter your new dark power." She said as she walked around her, sizing her up. "Your powers revolve around taking away your opponent's will to fight, such as pacifying them and bringing them under your control with your stare. Or if they are out of range you can use your alluring voice to coax them into a false sense of security and lure them to you."

She stopped walking and looked her dead in the eye's. "Your mission is to track down and capture Rainbow Dash. My sources last report stated that she was spotted somewhere around Manehatten. You are to capture and corrupt her through any means, understand?"

Fluttershadow blinked several times as Rarity explained her objective. The idea of these new powers was strange to her... But she understood her job. She really did miss her old fillyhood friend... “O-of course Rarity. I'll try to not let you down..." She stated with a small nod.

"Commander Fluttershadow, look!" The corrupted mare was brought out of thoughts as one of the Shadowbolts landed next to her...

*BOOM*

Fluttershadow She looked up to see a Sonic Rainboom echo across the sky from the Statue of Manehatten before a rainbow trail shoot out from the torch it was holding and past the bridge.

"And there she is...." The corrupt mare stated before turning to the Shadowbolt. "Make sure you pursue her long enough to tire her out, I'll do the rest." She said before two of her Royal Guards shot out of the torch in hot pursuit, with the Shadowbolt's quickly following. Fluttershadow giggled in delight. "Fly all you want Rainbow Dash, but nopony can escape the darkness..."

Scootaloo was perched on Rainbow Dash's back as the cyan pegasus flew at her top speed across the skies, away from Manehattan. "Dash, slow down, I can barely hang on!" Rainbow Dash looked at her number one fan over her shoulder. "Sorry Scoots, you're just gonna have to hold on as tight as you can ok? I can't afford to slow down now. Those lame Shadowbolts are hot on our tail. I can lose them, but ya gotta be patient just a little while longer!" Scootaloo bit her lip nervously, but nodded. "Alright...anything for you Dash." Life as a flightless pegasi had never been easy for Scootaloo, not even back in the old days, and especially not now. She hated that she was slowing her idol down. They'd have never been able to keep up with Rainbow Dash if she was alone, not looking after a...she didn't finish that thought, it was too painful. A tear slid down her face and fell down onto Rainbow Dash's shoulder.

Rainbow Dash frowned at the sensation, her own face filled with worry for her young charge. She wished there was someplace safe she could leave Scootaloo, someplace where she could be free from all this constant danger and impending doom. But no such place like that existed anymore...not in Equestria, anyway. She began to wonder if Twilight's plan had only slowed down the inevitable. Maybe splitting up was a mistake after all. All they ended up doing was enabling the enemy to pick them off one by one. She hoped she was wrong about that, that her friends were still alright...but optimism was hard to come by these days.

"Give it up Rainbow!" One of the male Shadowbolts called out. "You can't fly forever!!" The leader nodded to his comrades who quickly got the message and flew faster, preparing their attack. Two of the Shadowbolts soared above the fleeing Pegasus while more soared below, timing their movement's perfectly and blending in with the darkness to disguise themselves as their comrades shadows, waiting to strike when their leader gave them the signal.

The leader quickly dived towards Rainbow Dash, as expected she dodged, giving the rest of the Shadowbolts the opening they needed. The one below quickly darted upwards and struck the cyan Pegasus in the gut before the remaining two above dived down towards her. However as per their Queen's orders, they purposely missed any vital areas and struck her on her left wing, not enough to break it but hard enough to make it difficult to fly.

"GAH!" Dash grunted in pain from the blow to her gut. It was only because she had a passenger that they were able to get her like this, things would be so much different otherwise...but Dash couldn't deal in what-ifs, she had to work with what the situation gave her. Which was not much at the moment. She winced in deep pain as her left wing was attacked, still managing to stay in the air despite the damage.

Scootaloo's face twisted in rage at the attacks on the pony she cared most about in this world, the one that had always made her believe in herself no matter what. Before the Pegasi attacking Dash's wing could take off, she suddenly stood up, bucking one of the them in the face with her hind-hooves with all her fury, sending the unfortunate Shadowbolt spiraling out of control with a broken bleeding nose. "SERVES YOU RIGHT!" But that action cost her dearly, as she slipped off Dash's back and plummeted towards the ground below. "AHHHHHHHH!"

Dash looked with horror as her ward plummeted towards her doom, quickly bashing the other Shadowbolt away with a well-aimed punch, then zooming down at her top speed to catch up to Scootaloo before she hit the ground. At the last possible second, she scooped her up, then took back off into the sky, pushing as fast as she could. She glared at Scootoloo over her shoulder. "Don't ever do that again, alright?!!!" Her expression suddenly softened "...But, nice one." She gave her an encouraging smirk, then focused on her flight once more. Her left wing was bruised, that was going to catch up to her eventually. She could lose them all for sure with another Sonic Rainboom, but...after that she would probably have nothing left. The constant running with little sleep and nourishment was taking its toll.

The Shadowbolt groaned in pain as she nursed her broken bleeding nose. She flew up towards her leader with a less-than-happy expression. "You'd better pull this plan off quickly! If I get another shot at that little bitch I gonna kill her!!" She snapped as the rest of the Shadowbolts drew back, ready to follow through with their plan.

The lead Shadowbolt snorted. "Calm yourself, we just need to draw this out a little longer..." He stated before noticing something on the ground below. What looked like a swarm of shadows dancing across the floor and towards the mountains a head.

He smirked, their Queen had made her move.

"NOW!" He ordered, with lightning-quick speed Shadowbolts darted down towards Rainbow Dash, covering her from each angle except the front. "It's over Rainbow Dash!" The leader bellowed, taunting her to give her that last push she need to tire herself out…

Rainbow Dash looked around herself to see that the Shadowbolts had her surrounded at all sides except for directly in front of her. It was no use...she had been so weakened from both starvation and sleep deprivation, it had cut down her speed greatly. The speed she had left was still a marvel to behold, but not enough to lose the Shadowbolts. She had only one option left...she'd be completely exhausted after, but it was their only shot. She called out to Scootaloo. "Scoots, I'm going to do the Sonic Rainboom again, cling to me as tightly as you can!"

Scootaloo quickly complied, hugging onto Rainbow Dash like her life depended on it, which it really did in this case. Getting to see the Sonic Rainboom like this at point blank range normally would feel her with joy, were it not for the rather dark circumstances. Even with that though, her eyes still shone with excitement. "All set Dash, let it rip!"

Rainbow Dash nodded, then grimly set her gaze up ahead at the mountain range. "I'll lose them with the Sonic Rainboom, then we'll hide up in those mountains." She then pushed forward with all her remaining speed, bending against the sound barrier, then breaking through it with a massive rainbow-shockwave, taking off at such speed that she completely left the Shadowbolts behind in the dust. She slowed down once she reached the mountains, going in for a landing, touching down in a dark shady area that was well-hidden from the skies above. She stood on wobbly legs, then collapsed in exhaustion, her body covered in sweat, having almost nothing left.

Scootaloo quickly hopped off her, helping her back up and letting her lean on her for support. "Hold on Dash, we need to get out of sight, quickly!" She was able to help Rainbow Dash over to a small cave, both of them sitting down inside, panting and huffing as they caught their breath.

The Shadowbolts quickly broke away from their target the moment they saw the mock cone form around her. Within seconds the cyan Pegasus had pulled off the Sonic Rainboom and taken off towards the mountains.

"All according to plan." The lead Shadowbolt smirked.

In the mountains, Fluttershadow smiled as she witnessed the Sonic Rainboom, signaling her that her Shadowbolts has done their job. While her old friend was strong even she had her limit's when pushed hard enough. She swiftly turned into a swirl of dark clouds before swiftly and silently soaring towards the center where she saw the cyan Pegasus land.

A small smile graced her features as she saw the orange pony with her old friend. She noted that the orange Pegasus had grown into quite a lovely young teen. Although being constantly on the run seemed to be taking it's toll on her as well. As she dragged her idol into the cave, Fluttershadow slowly crept towards the opening in her shadow form without being seen. She easily blended into the darkness of the cave as she slipped in, watching the to as they rested.

With an unseen smile, she began to emit special waves of magic from her 'body', these would slowly dim their senses and make them more susceptible to her siren song, she'd save that for later…

Rainbow Dash finally managed to catch her breath, but her body was still weak from exhaustion. She needed sleep and food desperately, or those was no way she'd be able to escape via the skies again. The first one was easy to come by, but that would only help so much if her belly was empty. As she pondered her dilemma, she suddenly felt her vision getting slightly blurry, her hearing a little muffled, her world spinning around a little. In her already weakened state she was completely vulnerable to Fluttershadow's magic. Rainbow Dash tried to shake off, shaking her head wildly. She blamed her sudden dizziness on her condition, having no idea her foalhood friend was the cause of it. Still, she began to feel something was wrong about this..."I-I gotta get up..." She slowly rose up on trembling legs, leaning against the cave wall to keep herself from falling right back down.

Scootaloo yawned as she felt the magic wash over her, preying upon her own exhaustion as well. She wasn't quite as spent as Dash was though, slowly standing back up when she saw her idol and mentor rising up as well. She felt kinda...woozy, like she was half-asleep. "D-Dash, you need to rest, don't push yourself too hard..." Boy, those were words she never thought in her life she'd be saying to the fastest flier in Equestria.

Rainbow Dash kept violently shaking her head. "S-Scoots, something is wrong...maybe it's just the exhaustion setting in, but it's getting harder to think...clearly..." She slumped back down to the ground, the magic sapping her will to move.

Fluttershadow smiled, things were going perfectly! In her shadow form she drifted further into the cave while sending out more waves of magic. However this wave was different, not meant to invoke drowsiness, but arousal. As she found herself at the end of the cave, she poured out even more magic. tempting the two Pegasi to come deeper, to seek her out. And finally to top it all off, she began her sirens song.

"Come, little children, I'll take thee away
Into a land of enchantment
Come, little children, the time's come to play
Here in my garden of shadows..."

Her voice echoed throughout the cave as her magic waves took hold over her victims minds. To them, the voice held authority of somepony they would obey no matter what, yet the sweet and nurturing tone of a mother, one who would love and protect them to the end, one that would make them feel safe in her embrace...

"Follow, sweet children, I'll show thee the way
Through all the pain and the sorrows
Weep not, poor children, for life is this way
Murdering beauty and passions..."

Rainbow Dash's eyes suddenly opened wide as she felt the wave of new magic wash over her. Suddenly, she began to feel quite warm, the warmth soothing her weary body and re-energizing it, her wings slowly extending in the same manner they would when feeling aroused, her cheeks flushing a little and her heart beating a little faster. "W-What in the name of Celestia..." She slowly stood back up, this time not even needing the cave wall as support. Then, a voice that was both new and familiar caressed her ears, the heavenly and angelic voice making her let out a longing coo. As she listened to the perfect song, she felt her worries and doubts slowly melting away. This voice was not an enemy, it was promising them safety, an end to the pain and misery...she slowly wandered almost hypnotically towards the source of that sweet motherly voice, the authority it carried unquestioned. Somewhere in the back of her mind, a part of her was screaming at her to fight this, but it was much too late for that.

Scootaloo's eyes bulged as she felt her body tingling all over, her former drowsiness being replaced by something that made her feel so good, biting her lip with rosy cheeks. Then came the voice...a voice that made her eyes fill up with tears of joy, a voice that promised to be the mother she never had, a voice that would finally give her real purpose. She shuddered blissfully, following behind Rainbow Dash as they both went deeper into the cave.

Fluttershadow smiled with glee as her two targets slowly made their way to the end of the cave. he could feel the arousal coming off them and knew her spell had taken full effect on Scootaloo. However, Rainbow Dash had yet to fully succumb to her will, while did in fact come to her she could feel a small pang of resistance somewhere within her. As such, she continued her song. Sending out more waves of magic in the process.

"Hush now, dear children, it must be this way
Too weary of life and deceptions
Rest now, my children, for soon we'll away
Into the calm and the quiet..."

"Come, little children, I'll take thee away
Into a land of enchantment
Come, little children, the time's come to play
Here in my garden of shadows..."

Rainbow Dash felt a deep shiver move through her spine and spread through her whole body as the waves of magic washed out over her, the voice soon snuffing out the last bit of resistance within her. There was nothing to fear anymore. No more need to run, to suffer, or to resist. All she needed to do was give in, to embrace sweet sweet surrender, and obey that beautiful enticing voice. She let out an almost loving sigh as she kept walking, her face now having the same dreamy smile that was on Scootaloo's.

Scootaloo practically purred as the waves of magic bathed her, increasing that sweet arousing warmth even more. She had never felt so loved and wanted in her whole life than she did from that nurturing voice. She was now walking a little bit faster, moving side-by-side with Rainbow Dash. Her little wings were fully stretched out and her tail waved happily in the air behind her.

Fluttershadow giggled at her friends mindless expression as they reached the end of the cave where she awaited. They were fully under her power now, perfectly prepared for their corruption.

She slowly manifested her physical form. "Welcome my children, I've seen how you fight against the darkness... it's so sad. You don't understand the beauty of it all." She cooed as she gently wrapped her wings around the two, her feathers caressing their flanks ever so slightly. "The darkness is not something to be feared, but rather embraced." She continued as she turned the two Pegasi towards each other.

"And once you embrace it, there are no limits..." She whispered while slowly guiding the two to each other, to the point where their lips were about to touch. "Now let your thoughts go... and embrace your feelings..."

Rainbow Dash and Scootaloo both shuddered in delight from the warm downy-soft embrace of Fluttershadow's wings, both of them letting out a soft needy moan at the caress on their flanks. Fluttershadow's every word was like a precious pearl of wisdom to them, listening intently with the utmost attention and devotion. Then as they were made to face each other, their lips now mere centimeters apart, both of them had a bright blush on their cheeks.

Rainbow Dash stared into Scootaloo's eyes, her eyes reflecting the love and lust that shone in Scootaloo's. There had always been strong chemistry between them of course, but Rainbow Dash had always interpreted that as more of a sisterly bond than a...romantic one. This almost felt like incest, even though it biologically wasn't. Not to mention the age difference...but none of that seemed to matter anymore. Those feelings that she once thought were those of a sister were turning out to be much more sensual and intimate now. She felt a powerful attraction, Fluttershadow's words making her give in to the heated passion. Slowly her lips closed the distance, giving Scootaloo her very first kiss.

Scootaloo's eyes bulged and her face turned crimson for a moment as her beloved idol's lips pressed on her own. This was something she had often fantasized about in secret, her deepest darkest fantasy. Never once in her whole existence would she have imagined herself being kissed by Rainbow Dash. She squealed in rapture, immediately melting into the kiss and returning it fully, her heart beating like a drum in her chest.

"Yes... don't fight your feelings... embrace them, let the power flow through your mind, body, and soul." Fluttershadow cooed as released more pheromones into the air. She bit her lip as she watched the two Pegasi make out, resisting the urge to join them herself. While she'd love too, she still needed to corrupt Twilight and show her marefriend how wonderful the darkness. After that, maybe then after she was turned, she would have a little fun with these two...

But now, these two deserved each other. So continued to watch them pleasure each-other, releasing pent-up feelings of love and lust that had laid dormant who-knows how long…

Rainbow Dash felt her wings throb from the sheer overwhelming arousal as the pheromones got into her system, driving her to deepen the kiss further. Her tongue how rubbed softly on Scootaloo's lips, tasting her sweetness, then pushing past them into the filly's mouth. Both mares let out a longing heartfelt moan, Rainbow Dash's tongue swirling slowly around Scootaloo's.

Scootaloo's whole body was quivering as her idol french kissed her, losing herself fully in the heavenly sensation, doing her best to keep with Rainbow Dash. Their saliva mingled freely between each others mouths, the two mares lost in sweet passion. She could feel wetness dripping from her virgin marehood, feeling such a burning need that ached to be fulfilled.

Rainbow Dash then slowly broke the kiss, a string of saliva stretching out between their lips. She smirked with immense warmth and lust at her number one fan. She gently pushed Scootaloo onto her back, then began to lick at her neck, nibbling it deeply and leaving a hickey mark there. Scootaloo squealed in sheer delight, her body writhing from the sensation. Rainbow Dash then began to slowly kiss over her chest, working her way down while gazing sultrily up into Scootaloo's eyes. After all the support Scootaloo had given her, she deserved to feel good...she'd made sure her first orgasm would be one to remember. She reached the filly's nethers, now gently nibbling the throbbing clit, making the orange filly neigh in ecstasy.

With each wave of dark magic she sent into her mind, Fluttershadow forced her perverted will into their minds. "No more pain, no more suffering, no more struggle... just endless pleasure..." Her voice echoed throughout their minds as her shadow form not only took hold of their minds but their bodies as well. Her body morphed into several tentacles as they quickly wrapped around their bodies and began to infect them with dark magic.

As she continued to corrupt them, she lifted Rainbow Dash closer to Scootaloo's face before lifting them both into the air and turning Rainbow Dash around so that Scootaloo's dripping wet clit was inches away from her mouth. The aroma wafting into her nose.

"You love the smell, don't you?" Fluttershadow cooed as more of her tentacles seeped into her body. "Well then what are you waiting for?" She teased, lowering her face closer.

Both mares shuddered intensely as the shadowy tentacles wrapped around their bodies, feeling the dark magic infecting them, leading them ever closer to their final surrender. Fluttershadow's perverted desires became their own, feeling their bodies practically radiating with pure feverish lust. As Rainbow Dash was lifted to Scootaloo's face, she gave her another deep and wet kiss, then felt herself being positioned with Scootaloo's drooling clit so close to her mouth, her sexual aroma flowing into her nostrils, inhaling it and letting it out in a completely horny pant. Her tongue reached out, licking softly and eagerly along the filly's moist folds, exploring her vulva, then reaching inside her. She pushed her muzzle more deeply against her lap, letting her juices coat her snout, lapping up her sweet nectar gladly. As more tentacles flowed into her body, her carnal desires took a greater and greater hold.

Scootaloo was a complete mess by this point, her moans echoing off the cave walls, her body glistening with sweat. In this paradise of pleasure she was helpless against the dark magic infesting her being. Not that she wanted to resist it anyway, who would want to resist this? Rainbow Dash, her idol, the pony she valued and care for more than all others, was making love to her. She wouldn't trade that fact for anything. She was in love with her...if she was honest with herself, she always had been. She could feel her pulsating marehood leaking like crazy, her vaginal walls milking Rainbow Dash's tongue, feeling her very first climax already slowly building. She was afraid she might blow up from how intense it was feeling.

Fluttershadow giggled, just a little more... just a little more and they would be her's. 'The Nightmare Queen will be so proud...' She thought to herself as she lifted them higher into the air, the darkness covering their bodies like a second skin, it soon reached their flanks, their wings, and finally their entire body was covered in it, despite this they continued to eat each other out as if nothing else mattered.

'Finally, it's time!' Fluttershadow thought to herself as the dark magic both inside and around the two Pegasi lovers began to react, pulsating constricting it's captive prey and increasing their pleasure. "And now....like our friends before you....you two shall embrace the darkness...." Fluttershadow said as she spoke the ancient chant Nightmare Rarity had used on her:

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

Let Darkness be reborn, within these chosen ones...

Rainbow Dash...

Scootaloo...

YOUR OLD LIVES ARE NO MORE!! NOW FEEL THE NIGHTMARES EMBRACE!!”

And like before, With the chant spoken, a swirling vortex of magic exploded from within then two, forcefully transforming them and infusing their very souls with darkness itself. She briefly saw the two Pegasi bucking and jerking their bodies, signifying their climax. Fluttershadow's body took on a physical form as the darkness was infused with them. They grew just as tall as her, gained their own special armor, their wing's became bigger and stronger as well.

"Shadow Prism, Darkaloo, welcome to them Nightmare Empire."

Shadow Prism looked with wonder at her new body. Even at her peak, she had never felt so...powerful. She wondered just how fast she could go now, with this new body and wings. And to think, this is what she had been fighting against this whole time? All that pain and misery, when all Rarity was trying to do was upgrade her to a whole new level of existence? What a fool she had been...but all that was over now. "WHOA...I'm 20% cooler now. No. Buck that. 120% cooler!" She stretched out her mighty wings proudly. She then smirked at her old friend. "Pretty clever of you to wear me down before doing this Fluttershy, you really thought everything through. I'm proud of ya." She reached out and bro-hoofed her.

Darkaloo's eyes were wide open as she looked at Shadow Prism, her eyes filling with stars, her heart gushing with sheering admiration and devotion. "Ohmygoshohmygoshohmygoshohmygosh, you are so bucking AMAZING! I mean...you already were, but even more now..." She looked over her own body now, feeling her heart stop for a moment. "I...wow, is this me? I feel...so coooool." She then looked at her new strong wings, feeling tears start to come to her eyes, tears of pure joy. "My wings...I...I think with these I can finally fly..." With that, she soared into the air...and she was flying. The filly who thought she'd never fly in her whole life, was flying. She cried out in unbelievable elation, filling as if a void in her heart had finally been filled. After zooming around at great speeds for a minute, she landed back down, the widest and most happy grin on her face, racing up to Fluttershadow and giving her a big hug, sniffling against her chest. "Thank you Fluttershy...I don't think I could thank you enough."

"It's Fluttershadow," The corrupted Pegasus smiled before giving her old friend an affectionate nuzzle. "And I'm glad to see you've accepted the darkness" She giggled before shifting her gaze the now-corrupted Darkaloo, who was happily testing out her new wings. "My Queen will be so pleased..."

"Oh I am, Fluttershadow!" Nightmare Rarity's voice echoed through the cave, startling everypony. Fluttershadow's own shadow slowly started to come to life, rising out of the ground taking the form of the Nightmare Queen herself. "I'm very proud of how quickly you found her." She smiled, earning a small blush from Fluttershadow. She then turned her attention to Shadow Prism. "Welcome to the Dark Empire Shadow Prism, Darkaloo. With you we now have almost all of the Elements of Harmony, but I'll elaborate more once you return to my castle, understood?"

Shadow Prism smirked. "It's Twilight, isn't it? I figured she'd be the last one to hold out. I can see why you wanted to turn all of us first as well, taking her down is going to require a group effort for sure." She nodded at Nightmare Rarity and saluted. "You can count on me Rarity, Nightmare Rarity, Queen Rarity, or whatever you're going by these days. Twilight's biggest weakness is her value of friendship...I don't think she has the guts to hurt her best friends, even if it means falling to the darkness herself. See ya at the castle!"

Darkaloo held out her hoof at Nightmare Rarity before she could disappear. "Wait! What about the other CMC, my bffs, Applebloom and Sweetie Belle? Have they embraced the darkness too?"

Nightmare Rarity turned to the corrupted Crusader. "Well my dear Darkaloo, Plunderbloom has happily joined us, however I have a special plan for my dear sister... and you two will be a part of it soon enough" She continued as she lowered her head and came face-to-face with her. "...in the meantime, you two are to return to the Shadowbolts. I have had my sights on on concurring Horseshoe bay for quite a while." She explained as her shadowy form floated around the three. "You three are to take a squad and launch an attack on the city."

"However, like your friends before you, the powers of darkness have granted you new powers. You two now have the ability to control the forces of weather better than any living Pegasus, with little more than a thought, you can summon things such as thunderstorms and tornadoes and bend them to your will." She explained as she slowly vanished back into Fluttershadow's shadow. "And one more thing, Shadow Prism." She added. "If... when you succeed, you will be given command over the Shadowbolt's..."

Darkaloo beamed with delight at hearing Applebloom had embraced the darkness as well, and looked really excited that she would soon be able to help Sweetie Belle do the same. She saluted. "You can count on us, Your Majesty! The city will fall within the day!"

Shadow Prism's eyes shimmered with evil delight at the prospect of trying out her newfound speed and powers, the thought of commanding the Shadowbolts being immensely satisfying to her. How could she have ever thought the Wonderbolts were the best? It's no wonder they weren't around anymore. "Horseshoe Bay is as good as yours!" With that, she took off into the air with such speed that she completely vanished in the blink of an eye, heading out of the cave to join with the Shadowbolts.

"Wait for me Prism!" Darkaloo quickly leapt up into the air as well, following after her idol, just as she had done in her previous existence.

“Even in darkness, some things never change.” Fluttershadow giggled as she flew off after them.

Author's Notes:

SURPRISE UPDATE! Courtesy of my new RP partner; "Rune Tide"!

Once again, credit for Nightmare Rainbow Dash's design goes to Dragnmastralex. And the design for Evil Scootaloo belongs to AnibarutheCat.

The song Fluttershadow sing is "Children of the Night" by Duo Cartoonist.