Twilight has been a princess for a few months now, still learning about friendship and still studying magic she has been juggling between the two subjects off an on now but recently shes been trying to learn more about magic.

Today shes had a lot on her mind and decided to take a walk alone around the outskirts of Ponyville in order to avoid others, as shes lost in thought about what type of magic she should focus on she feels something pulling on the edge of her mind and still lost in thought her body just fallows the pull deep into the Everfree Forest.

Finally she got hungry but when she looked around she found her self surrounded by forest growing out of some very old ruins that were sticking out of the ground in some places, while others were buried in the ground with plants growing on top of them.

All the entrances were collapsed all but one a very cold and foreboding entrance leading under the ground into complete darkness, but Twilight's curiosity got the better of her despite every fiber of her body telling her to not enter this place she again felt that small tug and like magic her fear was gone.

Once inside she fallowed the only open way as it went form one old hallway to the other she switched direction everyone in awhile after coming upon collapsed sections blocking her way still fallowing the pulling sensation in her mind like a string of yarn through a labyrinth.

Finally she came to a half closed up room and once inside she made a shocking discovery. Dozens of old scrolls and book all over the room laying in piles, and while they were far to old to move right now with out further research into spells she could use she did find one scroll tube still closed.

The markings on the outside of it were old and obviously were ancient Equestrian writing but were part of a long forgotten off shoot of any she knew, the tube was made from an unknown material and this is what seamed to have been pulling on her mind leading her into the ruins.

She opened the tube hopeful that the scroll remained undamaged and to her surprise the scroll inside was in perfect condition and form what she could tell it had on it an in completed spell written in the same writing as that on the tube.

So she put the scroll back in the tube and hovered the tube close by then made her way back out of the ruins back into the light of the overgrown forest she fallowed her own hoof-prints back amazed how she ended up her and mentally remembered parts of the forest intending to return to the ruins at a later date.

Once she was back in Ponyville in her home the Golden Oak Library she found all the books she had on ancient equestrian writing and set to deciphering the tubes message.

It was a long process but she had managed to make out only a few words that made sense the scroll was called the Teachings of the Night, and form what she understands the scroll itself was designed to be a spell to use on ponies in order to draw out hidden abilities and it could only be used at night on full moons.

She set to work to finish the spell and easily managed to finish it by replacing only a few words and finishing just before midnight, she ventured out onto the balcony and read the ancient words channeling magic into her horn and into the words she spoke.

She finished the spell just at the stroke of midnight and she waited for something to happen... but nothing obvious did, feeling exhausted form the past few days events she decided to go to bed, She barely made it to her bed when she collapsed from exhaustion.

***************

She found herself in a familiar place in the Dreamscape where Princess Luna walked the halls entering dreams that required her attention but Luna was nowhere to be found, so instead she walked the halls looking for her but instead she found herself drawn to a orangeish door and she entered it pulled in by a strange feeling of hunger.

She found herself in a random stallions dream he was flirting with a unknown mare and in that moment something overcame Twilight, she stalked over to him very seductively, each step taken slowly to purposely show off her figure her eyes always on him calling his attention to her.

The other mare seamed to turn into dust and blow away as the stallion struggled to stand up as Twilight walked up to him then proceeded to slowly walk circles around him slightly touching their bodies together sending a rush of lust through him and pleasure into her.

Finally seeing the look on the stallions face she stopped in front of him and starring into his eyes drawing him in more and more he had trouble finding words, trouble speaking and could barely stand basking in her presence fully and holey hers.

“Instead of such a common mare why not be with a Princess such as me.” she said in rather seductive voice, the stallion simply nodded his head unable to take his eyes off of her he was close to losing himself and she could tell, which seamed to have caused her great pleasure.

Twilight laughed lightly she turned around hitting him with her tail lightly and as she lowered herself to her stomach the stallion didn't even hesitate he climbed on top of her and after feeling herself being joined with him she begun to feel the purest pleasures of sex and for the remainder of the dream they continued to have sex all the while Twilight simply moaned and screamed in pleasure and happiness and deep down she begun to feel a hunger that had burned her begin to disappear and was replaced with satisfaction.

*********************

She woke up before the night was over as if she had never even fell asleep as she wondered what kind of dream that was she found herself in a different position then she remembered she was in when she slept.

The blankets seamed to be soaked with, and what seamed to be some milky substances on her flank, only to realize what it truly was and was shocked, she went to her bathroom to wash up but once inside and she looked into a mirror she could hardly recognize herself.

She was different she was pretty before but now she was like an exotic beauty, her features had changed not only in her face but her body as well she was more defined now her figure slightly sharper, it spoke of being a tempting mare, her eyes were different as well she was almost hypnotized by her own sight everything about her now was exotic, tempting, and seductive.

Coming to she quickly cleaned up and after examining herself she found that despite the dream she was still a virgin but how she has no definitive idea instead she only has an idea about it, but it doesn't make any sense.

She begun to feel weaker and weaker and when she looked outside she saw that the sun was beginning to come up and suddenly she thought about how her friends would react to seeing her in her state now she couldn't handle Spike getting overly excited and jumping her so in a panic she quickly grabbed her saddle bag some food and the scroll she discovered yesterday.

She teleport herself to the out Skirts of Ponyville but she couldn't deiced were to go, she could go to the castle of the Two Sisters but her friends could find her there she could leave the area but there was nowhere to go before the sun rises.

Suddenly she thought about the scroll and then it hit her the old ruins she could stay their until night and then come back for what ever she needed. She had just managed to make it to the ruins when the sun had risen and she entered the same underground build she found the scroll in yesterday.

She spent hours in the room where she had found the scroll pondering what had happened to her trying to recall what she had missed and wondering if anything had changed and as she pondered going deeper and deeper into her thoughts she suddenly heard Rarity, Rainbow, and Pinkie Pie talking as if they were close by.

Yet when she poked her head out and wondered around the single hallway she found no one so once again back in the room she relaxed and dived back into her mind and just like before she heard them talking.

“First AJ disappears then Fluttershy's cottage was abandoned and looked like their was a struggle, and now Twilight is missing to, what the hay happened last night?” said Rainbow Dash.

“oh oh oh.” said Pinkie Pie jumping up and down (somehow Twilight could now see them as well as hear them.) “Maybe they all went off to throw a party or or or maybe they all went to a secret party, huuh, they went to a party without us!” she said.

Rarity rolled her eyes at Pinkie Pie “Please darling they wouldn't do that remember how much trouble Twilight had choosing one of us to go with her to the Grand Galloping Gala she couldn't choose just one of us I'm sure something came up for each of them and they had to go off some where and they probably left a note we just missed it.”

“Yeah yeah your probably right Rarity I'll go back and check Fluttershy's cottage again.” said Rainbow

“I got Applejack's.” said Pinkie Pie excitedly.

“Then I'll go and search the library more well meet back at my house in a few hours hopefully with good news, but if we still cant find them we'll have to contact the princesses they might know something.” Rarity said as she walked off towards the Golden Oak Library.

As they split themselves Twilight fallowed what she believed was Rarity's presence, she started thinking about it and maybe this new power she had allowed her to see and hear others like a scrying spell there are several version of that particular spell.

But shes noticed something since becoming what ever she was since last night after she had that erotic dream she had become slightly more powerful like her magic had gotten a boost, and she remembered something she had sen in a book but it was just on the edge of her mind she could remember the title, but the contents she couldn't remember.

She was now watching Rarity in her Library now, she could see the book now next to Rarity and she simply thought about wanting and needing that book, she was surprised by what happened next as Rarity used magic to grab the book and left it hovering off to her side.

Twilight was excited now she begun to think about other book's she wanted and needed books to help her move rocks and to restore things like pillars that held up the ceilings in the tunnels or the scrolls at her hoofs.

Rarity collected them all she was under Twilight's control and after she had all the supplies she needed right now she had her place them in her spare saddle bag and then she called to Rarity who wondered out the door and into the Everfree Forest.

*******************

After an hour Rarity stood before Twilight in a trance and after Twilight had removed the books and other things Rarity had brought her she thought about releasing her form her spell but something pulled at her.

She first opened the book she had Rarity first grab the book was called Ancient myths and legends of the Unicorns, and a few chapters dealt with basic things while near the middle was a chapter about a faction of Unicorns that practiced dark magics and had created a spell to give them eternal life and unlimited power but the side affect of the spell was that they changed into demonic and monstrous beings.

Three different types but the only one that appeared in the book was one that sounded closely to what Twilight had become a Succubi using dark magic they could enter dreams where they would have sex the dreams were nearly real feeling the pleasure and draining power from the victims to enhance their own magic and life span.

It also hinted at how to create new Succubi the conditions were they had to be mare's and they were transformed through sexual actions empowered by dark magic.

After reading that a devilish plan formed in Twilight's mind, she used her magic to clear away a space in the room and to slightly remove some dust and dirt, then she created some orb lights that hovered near the ceiling, and finally she had Rarity stand in the center of the room, once everything was in place she ended her spell over Rarity.

Shaking her head as if coming out of a dream Rarity then looked around in front of her at the strange room, “W-w-what were am I? H-how did I-” she said as she turned around behind her and stopped in mid sentence as she saw Twilight who was standing at her full height thrusting out her chest and slightly ruffling up her wings.

She kept her eyes locked on Rarity's then she slowly walked out and started to pace around Rarity pulling her with her causing her to stay in place and turn with her staying in the middle of the room.

“Hello Rarity, you like my new look?” she said in a pleasant friendly voice while pouring in a small amount of dark magic to pull Rarity in.

“Darling you look divine how-.” she said but stopped as Twilight had stretched out one of her wing's and placed it on her lip to silence her which seamed to only bring Rarity further into were she wanted her.

“I found a spell that enhanced my beauty and my power, and I also learned I can share this power with my friends but there's just one slight problem.” she said with a bit of sadness in her voice.

“I'll help how ever I can darling what do I have to do?” Rarity said trembling with excitement, sensing her excitement Twilight simply smiled.
“Well to start with we do this.” she said then she strikes kissing Rarity on the lips, forcing her tongue into her mouth spreading magic as she went, through her saliva and as a magical stream, after a minute she slowly withdrew just as Rarity was getting into it, but this was all part of the plan she had came up with she teased Rarity after that a quick peck on the lips her kissing her neck their causing her to want it more and more pulling Rarity deeper into the lust she had hidden just below the surface.

She knew she could move on to the next step when she pulled back and Rarity pursued kissing her on the lips and forcing her own tongue into Twilight's mouth.

After a few minutes they both withdrew and both where breathing heavily panting and slightly moaning as pleasure over took them both, Twilight leaned in and whispered into Rarity's ear, “Now we begin the fun part, are you ready?” she asked.

Rarity only managed to make an erotic sound and through sensing her Twilight knew she was ready for the next step, “Good now lie down on your back and I'll get started after were done you'll be even more beautiful and then we'll start sharing this gift with the others.”

After she was done whispering and had pulled away Rarity enthusiastically laid down and then rolled over on her back keeping her hoofs tucked close to her body, Twilight walked over to her lower half and laid down near her exposed under belly near the most precious and sensual part's.

Rarity looked down at Twilight awaiting further instructions ready to fallow at a moments notice and when Twilight told her to spread her back legs she did so and what immediately fallowed was nothing but the purest form of pleasure she had ever felt and may have ever felt.

**********************

“Huh strange I don't sense them at all anywhere in Equestria or outside of it.” Twilight said later that day as the day turned to night and the moon had risen, she was trying to find her other friends in order to transform them like she did with Rarity but she couldn't find the rest of them anywhere.

“So what now dear?” newly transformed Rarity asked, like Twilight she had her features changed to enhance her already beautiful looks to now goddess like.

Twilight thought about it and after deciding on her next course of action she looked back to Rarity and said, “Now we sleep and move on to the secondary target, we'll have to surprise her together.”

*********************

Princess Luna was wondering through the Dreamscape when she felt a slightly familiar presence calling out to her, it belonged to Twilight Sparkle and she seamed to be in trouble.

Luna quickly made her way to Twilight's door and burst into her dream realm, she found herself in a strange semi light room with bookshelves filled with old and new books alike, a large round purple carpet that covered a stone ice cold floor, a beautiful but light less chandelier was above her with drapes and curtains extending down form the ceiling the room was windowless and the door she entered form was closed behind her.

“Twilight, Twilight Sparkle are you alright?” Luna asked as she begun to search the room for her fellow princess and a close acquaintance but she couldn't find her nor could she even sense her.

“Ah Luna I'm glad you came I need your assistance.” Twilight said behind Luna causing her to turn around to face her and as Twilight had her attention Rarity sneaked out form behind a curtain and slowly made her way to behind Luna.

Twilight could see Luna was speechless and fully focused on her, everything was going according to plan just as she thought tempting and changing an Alicorn was far different from tempting and changing a Unicorn as Luna was obviously fighting of her dark magical advances.

“Twilight Sparkle what has happened to you, if you are even Twilight Sparkle.” said Luna taking a defensive stance readying herself for a fight, still only focused on Twilight, Luna never noticed Rarity laying down on the ground longways close to her back legs she winked at Twilight the signal meaning she was ready.

Twilight saw the wink but didn't react instead she talked to Luna, “Oh I'm the real Twilight Sparkle alright, I just discovered and ancient and forgotten spell and I decided to share the results with my friend's I already shared it with one of my best mare friends, now I'm going to share it with you Luna.”

Suddenly she rushed towards Luna charging at her while pining her wings down with dark magic, Luna unable to break the magic binding her wings tried to back up instead only to trip over something causing her to nearly fall to the ground as she struggled to stay up and just as she managed to gain her footing and break Twilight's spell she rose standing on her back legs to push herself off the ground and into the air but Twilight slammed into her forcing her backwards.

She landed on her back on a bed that had appeared sometime during their confrontation, her wings pinned under her and Twilight now on top of her pining her front legs down, before she could use her back legs to kick her off some pony else landed on her back legs.

Luna was surprise to see Rarity changed like Twilight was she was pining her back legs down and like Twilight was smiling very confidently like, “You may have pinned me but I can easily escape thi-” she was cut off mid sentence as Twilight strikes locking lips she easily slipped her tongue into Luna's mouth and this time she quickly sent magic into Luna body as she could tell Luna could feel the magic entering her body and was trying to push it back.

But then Rarity strikes her lower half slipping magic in through Luna's most pleasurable and treasured spot just as Twilight had done to her earlier working together they had begun to weaken Luna.

In between Twilight leaning back up to catch her breath Luna tried to fight back with words trying to reach the Twilight she thought was still there deep down, “Twilight... please.... w-wait don't....” but her resistance was quickly worn down as the dark magic flowed through her body and brought about her hidden lust and desires.

What started as a two way attack on Luna ended up as an orgy between the three all indulging in hidden passions and secret pleasures as Luna became more and more transformed into a Succubi.

******************

“Finally now that Luna's physical body has joined us here we can start with the next course of action.” said Twilight as Luna made her way into the cleaned up underground room joining her and Rarity.

“So what do we do now, Twilight Sparkle?” asked Luna joining them in the center of the room.

“During the day we will take turns in restoring the underground ruins back to what they once were using spells form the books I had Rarity bring form my Library, in between restoring the ruins we will call other mares from all over Equestria to our new domain and turn them into Succubi as well strengthening our self's, and at night we will enter dreams to have sexual encounters with stallions to increase our power.” Twilight said as she painted a picture of her plans with her words.

“Who should we start with then, the others are gone and we tried searching for Princess Cadance but we couldn't find her either.” Rarity said.

“True but I think I know why that is.” said Twilight

“What do you mean Twilight?” asked Luna curious

Twilight turned away form them and looked at the book that she now left opened on a table that they had teleport here using their new enhanced magic and said, “The Unicorn legends said that there were three different types of enhancing that they made, I believe that like use the others were transformed but into different types who or what they are I don't know, but that is why we cant sense the others or Princess Cadance either so we should start increasing our numbers now starting with the mares in Ponyville sooner or later we'll discover what has become of the others for now we build and expand.”