Philomena was currently looking for Dusk as she was tasked to do by Princess Celestia, her caretaker. Her thoughts drifted back to what Celestia had promised her. She practically smiled when the thought of exotic fish filling her belly. Celestia promised that when she was done, the scroll on her leg will flash and she'll be back in her little cage asleep. Her daydreams of delicacies were interrupted when she suddenly bumped into something. She let out a low peep as she looked around to see what was blocking her path. When she looked up, she wished she hadn't. Above her was a demonic form of Dusk, looking down on her with a sickening smile on his face.

"Why hello Philomena. It's nice to see you again." He quipped while his horn glowed illuminating his magic. Now knowing why Celestia was so worried, Philomena's first instinct was to fly out of the room and warn Celestia. However, something was preventing her from doing so. "Sorry Philomena, you spoiled my fun last time I was out, and you won't spoil it this time." He added, smiling as to what was happening. Philomena looked down and, to her horror, realized why she couldn't move. A strange rune circle glowed below her, preventing the poor phoenix from moving. She squawked angrily at Dusk, but then remembered the note on her leg. She tried to summon her phoenix fire to activated it, but Dusk was prepared and casted a sleep spell on her at the first sign of Philomena trying to summon her flame. Philomena tried desperately to stay awake, to summon enough fire to activate the note. Unfortunately, the spell was too strong and she soon slumped to the floor. She heard Dusk say, just before she faded into darkness.

"Finally, now I will have my revenge."

-20 minutes later-

Philomena woke up with a splitting headache. She tried to open her eyes and sit up, only for her headache to get worse. Slowly, she tried again. This time she was able to sit up and look around. She saw that she was on a bed in one of the castle's bedrooms. As she scanned the room, for some reason, she started to get a sick feeling in her gut.

"Sleep well?" Asked a demonic voice coming from behind her, causing the phoenix to turn around. Dusk was behind her sitting on his bed, admiring at his new prey. Philomena tried to stand up to get away, only to stumble on the floor.

"Relax, your new form will take some time getting use to." Dusk stated. Philomena was confused. What did he mean by 'new form'? Dusk simply chuckles. "Try looking in the mirror." He remarked, pointing to the right from where he was sitting. Philomena then turn her head to where Dusk was pointing and had a look of horror and dread on her face. Her body was morphed into that of an anthropomorphic being. Her wings were still there, as were her talons, but she now had hands, her wings were on her back, she had a flank and bust size that reminded him of Sonata. Her body was also covered in red feather-like fur.

"W-w-w-What did you do to me!?" She shouted but covered her beak when she heard words coming out of her mouth. "How am I able to speak?"

"It took me a good couple minutes, but I managed to get you to speak properly. Everything else was mere child's play." He spoke as he stood up, his erection standing proud. When she saw how big he was up close, Philomena gasped and immediately backed away.

"Get away from me, you monster!" She spoke as she tried to use her phoenix fire. Sadly it only came out in puffs of smoke. "Wha-"

"Lose something?" Dusk taunted as he held out her phoenix fire in his hands so she could see that she had no defense against him. "I took this out of you after I knocked you out. Won't be anymore surprises out of you this time. Also that little note on your ankle from earlier--" Philomena then looks at her left leg to find the note that Celestia gave her was gone. "That's right. Had a feeling Celestia sent you and I sent it back to your cage. So she won't be getting in my way like last time." Philomena stumbles over herself as she crawls away from Dusk as he slowly walked towards her.

"N-no! S-stay away!" Philomena stammered as she had nowhere to run from her captor. Dusk right hand reached out to Philomena, causing her to flinch and close her eyes. After not feeling anything for a few moments, she decided to open her eyes. Only to see her captor's ruby red eyes staring into her golden ones, scaring her more than she already was.

"Try to relax Philomena. I won't hurt you...much..." Dusk spoke in his demonic, voice sending chills down Philomena's spine.

"And I'm s-suppose to trust you?" Philomena stuttered with as much defiance as she could muster.

"Oh come now Philomena, I only want to make it enjoyable for the both of us." He added as unknown to his new captive, he readied his fangs.

"That's still doesn't make me feel any better jerk." Philomena was meaning to make things difficult for the both of them. Dusk wasn't going to have any of that. He was going to take her whether she liked it or not. Philomena had no idea what Dusk was going to do next.

"Fine. If you're going to continue to make things difficult, I might as well have fun breaking that stubborn resistance of yours." Before Philomena could react, Dusk sank his fangs into her neck,releasing his aphrodisiac venom into her bloodstream. Philomena screamed in pain as she pushed Dusk off of her. She covered the spot on where he bit her and she stares back at Dusk in shock.

"Y-you jerk! Why in Celestia's name did you bite me?" She asked him as trails of blood ran down her neck Dusk simply chuckled at her question.

"Oh don't worry, you'll know what happens in a few seconds." He remarked. Philomena was confused by his response, but her thoughts were soon cut off when she felt an intense burning sensation down below. Her eyes shrank to the size of pinpricks when the burning suddenly grew worse.

"W...w...what did...you...gaah..." Philomena could hardly speak as her breath became hitched in her throat. She slumped to the floor in a fetal position and started fingering herself. She couldn't stop moaning as her folds started secreting her juices.

"So I was right. With you being a pheonix, my venom seems to react faster in you blood." Dusk smirked with a lick if his lips. Philomena continued to squirm as her burning intensified. She panted as her mind was slowly clouded by lust. She weakly looked up at her captor as he slowly walked towards her.

"N-no..." She weakly protested as Dusk knelt beside her, caressing her soft cheek.

"Don't worry, you will know the pleasures of any female I've tamed, like the sirens." Dusk remarks as he finally kisses Philomena. Her lips were much different from a mares since she technically has a beak like the gryphons. Philomena moaned weakly as Dusk's demonic tongue danced and twirled inside of her mouth. The experience was much new to her as she tried her best to resist him. Dusk had other ideas for Philomena as his right hand started glowing a dark purple aura and his fingers glided against her burning birdhood. Philomena shuddered and mewled in Dusk mouth as his fingers flicked at her vaginal walls feeling her velvety insides sending waves of pleasure up her spine. Dusk keeps up his tongue work for a few more minutes, before he breaks the kiss with Philomena, forming a bridge of saliva between them. Philomena was left nearly breathe less from Dusk's kiss. Her vision was slightly dazed from the kiss as Dusk stares into her golden eyes.

"Let's see how sensitive your new body feels shall we?" He cooed as his hands groped and kneaded her rather ample bust.

"S-stop it..." She pleaded but fell, on deaf ears as Dusk massaged her soft velvet like breasts in his hands making her moan and coo in pleasure. She couldn't hold back her moans as they suddenly grew in volume as she desperately tried to resist Dusk's temptations. Dusk hands soon travel further down and Philomena gets a surprise kiss from her captor and she found herself wrestling with his demonic tongue again. He teases her now soaked henhood that was leaking from arousal thanks to his venom coursing throughout her new body. She squirmed in Dusk's arms as her lower regions were much more sensitive than normal. His fingers feeling inside her velvet walls and teasing her sensitive clit that was winking at him. After a few more minutes of teasing, he finally breaks his kiss leaving Philomena once again panting as she struggled to breathe. Seeing as she was ready, dusk stands up and his hardened shaft was directly in front of Philomena's blushing face.

"How does your feel, my lovely songbird?" Dusk cooed as he caressed he right cheek. Philomena turned her head not wanting to look at Dusk's shaft but she soon felt herself wrapped in a magical aura. Philomena didn't even have time to react as she felt herself thrown onto Dusk's bed landing on the soft mattress with a low moan. She looks up to see a smirking Dusk on top of her and she flinched when she felt something long and hard against her birdhood. She looks down and blushes bright red when she sees his massive girth grinding against soaked slit.

"N-no...p-please..."She protested weakly. Her mind was telling her that he wasn't going to fit, but her body was saying otherwise as she grew wetter the longer she looked at his stallionhood. Dusk soon leans forward to where he was directly in front of her face.

"Don't lie to me. You're just it itching to feel me inside of you. Beside's-" Dusk adds as he leans towards Philomena's left ear and whispers a simple sentence. "I'm going to skip the foreplay just for you, and her to the real fun."

"Wait don't-!!!!" Philomena tried to speak up but Dusk's member pushed forward in her warm wet cavern. She let out a squawk of pain as she felt something give way in her new birdhood. Tears streamed down her face as Dusk stallionhood inside of her. Dusk groan at how tight she was compared to the sirens losing their virginity. She was much more constricting like a vice causing precum to leak from his shaft like a faucet. Philomena unintentionally wraps her legs behind Dusk's back from how painful it was as blood dribbled from her henhood.

"Damn...your much tighter than the sirens when I claimed them." Dusk groaned as her vagina was still clamping down on his shaft. He sees that Philomena was still squirming under him and she had her eyes closed tight from the pain throughout her body, so he decides to caress her cheek and wiping the tears away.

"It...h-hurts... P...pull...it out..." She groaned as she felt nothing but pain down below.

"Try to relax...it may hurt right now, but you get use to it as time goes on." Dusk stated. He did wait for Philomena to stop shaking like a leaf as she was still trying to get use to his size. Her eyes were still closed so she didn't see what Dusk was doing next. She felt Dusk's hand over her stomach, but she didn't notice him leave behind a little surprise just slightly above her new henhood.

Philomena gripped the bed sheets tightly, her face a mix of pleasure and pain from having her hymen broken, as Dusk continued plowing her. Dusk loved the feeling of how tight her insides were constantly gripping around his cock. Philomena still carried a pained expression on her face from his thrust, so he decides to have a little fun by using his demonic tongue, licking around her body. She squirmed when his tongue was gliding all over her body. Her moans were becoming more frequent as he continued playing with her new body. With how Dusk was molesting her, Philomena was fighting a losing battle. Her mind starts going blank from the ongoing pleasure she was receiving and her birdhood started becoming more loose giving Dusk raging stallionhood easier access to her velvet like insides.

"Finally submitted have you?" Dusk asked Philomena noticing her expression change. Philomena heard her named called as she stared into Dusk ruby red eyes.

"I....I....I'm....no....gaah!" Philomena could hardly say anything when she was completely lust induced. She didn't even realized that she had her legs wrapped behind Dusk's back the entire time.

"So even when you're lust induced, you can still fight back?" Dusk chuckled as he starts to move faster. Philomena felt something from her loins that she hasn't felt before. Something that was in need of release. After a few more minutes, there was a bright flash, and Dusk stops what he was doing and pulls out. Philomena looks at Dusk with want and need as her loins continued to burn.

"W...why...did...you...stop?" She asked still panting. Her body felt much hotter than normal and the burning in her loins grew much worse. Her birdhood was practically aching now. She squirms on Dusk's bed but that wasn't helping as the burning grew worse as she moved.

"Still waiting on you to submit to your desires my dear." Dusk remarked at Philomena's response. Philomena wonder why she wasn't relieved until she saw something glowing below her. She looks down, and just above her henhood was a purple rune circle with strange symbols resting on too if it.

"Wh....what...did..." She asked panting as she wasn't sure what it meant. Dusk covers his face with one hand and simply laughs at her response.

"It's a little spell I put on you fifteen minutes ago during that kiss earlier. Basically, I decide whether you get off or not." He retorted stroking his length in front of Philomena's blushing face. His stallionhood was still slick and was glistening with Philomena's fluids. The longer she looks at his package, the more her nethers leaked. She couldn't take much more of Dusk's teasing and her new body wanted, no, needed relief. Dusk notices her drooling, panting face.

"T-that's not f-fauuugh!" She tried to speak only to moan in response. She wanted; no she needed relief from this burning sensation she was feeling throughout her body.

"You deserve everything your getting from me after you spoiled my fun dear Philomena. That one unicorn mare with the glasses, I almost claimed her as my own, but you stopped me." Dusk remarked crossing his arms glaring at her. "But I'm a fair stallion...." Dusk then kneels down and caresses Philomena's right cheek.

"Just admit your desires to me, beg for you master's cock, and I'll relieve you of your pain." Dusk spoke in a relaxing tone, but it also carried a sinister smile. Dusk then sits on his bed and opens his legs where his thick equine shaft stood in the air. His stallionhood smelled of her juices and streams of precum leaked from his tip. Philomena continued to stare at his monstrous spire as it showed a few bulging veins around it. Philomena grew wetter the longer she stared at it. Her entire body was on fire from the venom that Dusk released in her bloodstream, not to mention the seal he put above her birdhood wasn't helping her either. The burning in her body grew too much for her to handle. Philomena eyes grew lust dazed as she spread her legs apart revealing her drenched flower to Dusk.

"I-I'm sorry for being such a bad girl....take that monster of a cock and fuck me like the slave I am!" She finally admitted as Dusk soon found that he finally broke her. Dusk surrounded her in a dark purple aura and levitates her where she was above his stallionhood. Without warning, he slams her down onto his stallionhood, and she lets out a hearty moan.

"So glad you came to your senses my dear." Dusk remarked as he channeled his magic removing the rune from Philomena's henhood. Philomena let out a lust filled moan as Dusk equine shaft caused her to feel full again. Dusk had a firm grip on her ass as he thrusts his hips upward into Philomena causing her to bounce on his pelvis. She grips Dusk shoulders for leverage as she felt his massive girth hitting her cervix. Philomena moans in pure bliss as Dusk gropes and massages her ass and teases her backdoor. He locks lips with the whimpering Phoenix. His demonic tongue bearing Philomena's tongue into submission. Philomena couldn't care less at this point. Her body was on fire and she needed a male's lust to sate hers. She wanted to feel his searing hot seed inside of her womb.

"M-more...Master! Fuck me more!" She moans in delight and starts timing her bounces with Dusk thrusting and the sounds of her juices flowing on his shaft were all that could be heard in his room. Dusk was pleased with how well she submitted, but he wasn't finished yet. Philomena yelps as he turns around and forces Philomena back onto his bed. He then lets her really have it as he pounds into her relentlessly. Philomena pants and whimpers as she grips the sheets if his bed, and tears of pleasure streamed down her face.

"Glad to see you turned over a new leaf my dear." Dusk smiled kissing Philomena again. She was lost in pure bliss. Her mind was blank from utter lust as Dusk increased in speed. He felt his coconut sized balls swelling as pressure built up inside. Philomena could feel her new master getting bigger inside of her. The fire that was still inside of her by Dusk was still burning. She wanted; no she needed for Dusk to cum. She wanted his seed in her now.

"Please master, make me yours! Impregnate me with your thick spunk!" She begged from her master as her legs wrapped around his waist.

"Well, since you asked so nicely, so be it." Dusk remarked pounding her quivering birdhood and her walls started tightening around his shaft. The feeling of his pounding stallionhood wrecking her new form was too much for her. Dusk let out a few more grunts until he finally let out a low groan. Philomena's tongue hung from her beak and her mind when blank as there was nothing but darkness around her. The feeling of being stuffed with Dusk's masculine seed was all she was feeling as her body spasmed and her stomach expanded to the size of a basketball. Her vaginal walls clamped down on her master's shaft when he penetrated her cervix and she released a heart filled moan eager to get more if her master's cum. Dusk buried himself deep into her birdhood as he pumped more of his thick spunk inside of her. He pulls out of her at the last second stroking his length letting the rest of his spunk drenches Philomena's face and chest in his cum. A few more light spurts and Dusk finished himself and admired his handiwork. Philomena carried the happiest look on her face and laid passed out on Dusk's bed.

"That adds another lover to my list." Dusk remarked as another collar materialized in his hands. He crawled on top of Philomena and caressed her right cheek. He finally clasped the collar around her neck and the crystal hearts glowed with their magic. "Tu es à moi maintenant et pour toujours."

"Well, now that that's taken care of, I now have another problem. I have about five more hours before my conscious fades and that weaker half of mine surfaces again. And I have four more mares to please, what to do?" Dusk said to himself as he pondered on what to do. There were still four mares that were out looking for him. A thought then popped into his mind, causing another sinister smile to grow on his face. His shadow expanded and splits itself into four other shadows. Each shadow began to have more depth to them. Soon, they solidified and turned into exact copies of himself.

"There are four mares roaming around in my castle." He told his duplicates. He then handed each one of magic inhibitor rings. "Find them, place these on their horns, then proceed to buck them into submission and unconscious, or at least a hypnagogic state. Afterwards, immediately bring them to me, so I may collar them. Now go." The clones melted into the shadows to do as Dusk commanded. He then turns to Philomena.

"Time to wake up my feathery slut." He commands. Philomena's heart-shaped eyes immediately pop open and she scrambles to drop to her knees before her new master. "How may I serve you, master?" Philomena asked as she looked right at Dusk's member drooling.

"What is your purpose in life?" Dusk asked.

"To service my master anyway and anywhere he pleases. To offer any and all of my orifices to you. And hopefully, to bear your children, my lord."

Dusk chuckled darkly at her response. "Stand up and follow me. It is time for you to meet your fellow sex slaves."

"Yes, my master." Philomena stand up and followed Dusk as he led her to the room his left the sirens in. Once they arrived, Dusk opened the door to see his three sirens still asleep from his spell.

"Time to wake up, girls." Dusk told the sisters as he snapped his fingers. They snapped awake, saw Dusk, scrambled off the bed, and sat on their heels before him, looking up at their master with their lust-filled, heart-shaped eyes.

"How may we service you, master." They echoed in unison, hoping to be ravished.

Dusk couldn't help but smirk before replying, "I would like you three to meet our latest addition." He then looked to Philomena, "This is Philomena. Philomena, meet Sonata, Adagio, and Aria."

"Pleasure to meet you all."

"Welcome to our master's harem." They replied.

"Now that the introductions are done," Dusk commented, "let's get to know Philomena... very intimately. Oh, I did say something about a reward, didn't I?"

At this point, all females in the room proceeded to cheer gleefully as Dusk closed the door behind them.

Author's Notes:

That marks off Philomena and now you know why Dusk's other half was mad at her. Celestia is going to owe Philomena a lot more than exotic fish after what she had to go through. Next on bucking list is Nightmare Rarity, and I had something very special planned for her in the next chapter. Also be lenient on me since I never did orgasm denial before. Anyways, happy New Years Day everyone.