Fluttershy groaned from her position on Twilight's bed that night, writhing in pain. Sweat poured down her face and her chest heaved with her ragged breathing. In her mind, however, was another story entirely.

Fluttershy's mindscape normally resembled a wide-open field of lush green grass, a gentle breeze flowing as the critters played. What she was dealing with now, however, had taken that image, decapitated it, defecated in it's severed head and proceeded to feast on the body. The grass was dark and deadened, the wind was non-existent and the clearing was littered with the skeletal remains of everyone she'd ever loved. Fluttershy stood in the centre of this macabre landscape, her clothes torn and tattered as blood and tears stained her fur.

"N-no..." the mare whimpered, eyes wide and fearful. "Wh-who would do this?"

Her reply came in the form of a loud, condescending laughter that echoed around the clearing. "I would!" the voice cried, before a smoky purple haze swirled into her vision, grouping together before solidifying into a tall, black-furred Alicorn mare with a hazy, star-filled mane, glaring down at her with cat-like cyan eyes. Fluttershy stumbled back in fear at the familiar visage of Nightmare Moon.

"N-N-Nightmare M-M-Moon!" Fluttershy shrieked, wanting with all her heart to turn and run but finding herself unable to. "W-what do you want?"

"Oh, nothing much," the Alicorn cooed, strutting forward. Fluttershy finally managed to move her legs, stumbling backwards until she was pressed against something large and rough. She looked up, seeing the tip of a large, black and blue bulb.

"W-wha..."

"Oh, that?" Nightmare asked coyly, chuckling darkly. "That's the Dark Bulb that Master Darkrai planted inside of you." She paused, letting out a bark of laughter at the shock and fear in the pegasus mare's eyes even as Plunder Vines erupted from the ground around them, interlocking and sealing them in a cage of thorns. "What? You thought he had them that deep in you for the fun of it? No, he's preparing you for a greater purpose."

Fluttershy fell to her knees, tears flowing freely as the realisation of her fate hit her like a freight train. "I-I'm doomed..." she murmured, sobbing silently. "There's no hope..."

"No," Nightmare said coldly. "There's not. Now hold still."

With that, Nightmare threw her hands out, sending twin clouds of black miasma firing out, curling round and seeping into the bulb at the mare's back. Fluttershy looked around in fear, watching as the bulb shuddered before slowly blossoming, revealing a writhing mass of Plunder Vines dripping with sap and resin. Nightmare chuckled darkly, grabbing Fluttershy by the collar and lifting her effortlessly.

"You, my dear," the Alicorn sneered, a glint of mirth in her eyes. Fluttershy gulped nervously. "Are about to get very. Very. Hungry."

Fluttershy screamed as she was flung into the waiting embrace of the Dark Bulb's vines, which instantly snapped around her, restricting her movement to the point where she could barely turn her head. Agonisingly slowly, they began to retract into their bulb, Nightmare Moon laughing the whole time as the fleshy bulb closed around the poor pegasus.

Darkness consumed her once inside, almost literally as the miasma that Nightmare had fed the bulb with began to seep out of it's pores and into her. She screamed in agony as the miasma changed her from the inside out, the vines inviting themselves into her most private areas as her tears stained her face.

She felt her soft, downy wings change first, the feathers stretching and merging together to form a thin, leathery skin, stretched tight between a series of boned wing-ribs that each ended in a sharp black claw-like protrusion. Her fur was next, changing colour with her new wings until it was a much darker shade, now a burnt gold rather than it's usual butter yellow. Her hands and feet slowly re-shaped, cracking and popping as the bones repositioned and repurposed themselves to become more claw-like, not unlike a Gryphon's, though they retained her soft, nimble fingers. Her tail began to fall out, quickly replaced as her backside extended into a long, thin tail of flesh and bone that ended in a small bladed spade, solid black against the burnt gold of her body. Her mane darkened to a carmine, a single black streak dyeing itself into the longer portion that covered her face. Her teeth sharpened themselves, becoming that of a predator with canines much longer and sharper than she'd every seen, let alone owned. Even her clothes changed, replaced by a black leotard with white tights and a swooping red collar lined with sharp, angular teeth that revealed a large amount of her bosom.

The bulb opened up soon after, the vines removing themselves from the mare and wrapping around her arms, ready to lash out on command. The mare stepped out of the Dark Bulb confidently, drastically different to when she had been thrown in, in body and in mind. She opened her eyes, revealing them to be a stunning cyan that glowed faintly in the dim light.

"How do you feel?" Nightmare asked with a knowing grin, stalking around the mare and examining her appraisingly.

"Confident, powerful," the mare replied. "Hungry..."

"Well then," Nightmare cooed with a flourish of her hand, a rift appearing before them leading to what appeared to be a command centre of some kind. "Why don't you go enjoy yourself? Oh, and you no longer answer to Fluttershy. Your new name is..." she leaned in, whispering the mare's name to her.

"Oh?" the mare asked rhetorically before a sly grin appeared on her face. "I like it."

With that, the changed mare stepped confidently through the rift before her, screams of terror and pain erupting from it soon after. Nightmare let out a dark, barking laugh as she closed the rift, once more becoming her misty self.

"Oh, I do hope Master likes his new General," she mused as she faded from the mare's mind, exiting the dreamscape entirely soon after. Not before marvelling at the amount of nightmares she had spread on her Master's behalf first, though.

Twilight jolted awake - having nodded off at her reading desk with a book on Ancient Dark Magic before her - at the sound of screaming, the noise seemingly coming from the upper floor of her own home...

"Fluttershy!" she cried fearfully, shooting from her chair and up the stairs faster than she's ever moved before. She burst into her bedroom, where she'd left the unconscious mare hours before, only to find that Fluttershy was certainly not the same as she had left her. Twilight ducked under a Plunder Vine that lashed out at her, tracing the plant back to her altered friend's arm and staring in shock and horror at what she'd become.

"F-Fluttershy?" the unicorn tried, reaching out to her friend cautiously.

"That name is so unfitting for what I've become," 'Fluttershy' sneered, lashing out with another Plunder Vine and laughing as Twilight stumbled back. "You can call me..."

"Plunderfang."

Twilight couldn't hold it back any more, tears flowing down her face as she clenched her fists. "Darkrai did this to you, didn't he!?" she shouted, taking a step towards Plunderfang angrily. "He planted something in you before Zinnia could save you! That's why you've changed now!"

"How astute, Twilight!" Plunderfang cooed mockingly, turning away from the mare and pushing her window open. "But I'm afraid I can't stay and chat. I've a hunger to feed, and sadly, you're not my type."

Before Twilight could reply, Plunderfang was gone, a chilling breeze blowing in from the open window. She rushed over and leaned out, but the changed mare was already gone, squirreling away into the darkness of the night.

"Fluttershy..." Twilight murmured, sniffling quietly as she brought herself back inside and closed the window behind her. She fell into her bed, curling up and crying herself to sleep. Next Chapter: A Sticky Situation! Estimated time remaining: 6 Hours, 18 Minutes