Fluttershy was sound asleep dreaming of having a tea party with all her little woodland friend's when she suddenly and unexpectedly woke up, sitting up in bed she looked around her bedroom for any reason as to why she woke up.

She was shivering with fear as dark thoughts of monsters, dark creatures and the like played through her mind, she started to see things in the shadows as she over reacted to the smallest sounds the creak of the floorboard's settling in coolness of the night.

Finally though her eyes seamed to adjust to the night and she saw nothing but her room and she was calm she thought the sun was out and when she looked out she could see as clear as day though no animals were out yet.

She figured they were still asleep and so she made her way out of bed going to start making everyone's morning meal but first she had to wash up she walked out of her room and hear the soft sounds of her animal friend's still sleeping so she quietly walked to her bathroom.

She closed the door and was preparing to shower when she saw something out of the corner of her eye something she normally only saw in her nightmares she was scared to look at the mirror to fall for this nightmare she had to still be asleep, oh she just had to.

But finally summoning up the courage to look in the mirror she saw what she had feared, it was Flutterbat her alter ego from when Twilight used a spell on vampire fruit bats and had accidentally changed her into a vampire fruit pony.

But it was the middle of the day it couldn't be this had to be a dream it just had to, “Eep” she squeaked out as she bumped into the edge of her tube with her flank which sort of hurt.

Then it hit her this wasn't a dream and that freaked her out to much, she ran through her house screaming at the top of her lungs waking up her animals friend's who upon seeing her ran out of the house trying to get away form her.

She crashed through out her house breaking tableware, furniture, containers, and picture frames that were once on her wall now they are under hoof crushed and broken.

She finally burst out of her house and then what she had taken earlier to be the sun was revealed to be the moon as she saw clearly that in the sky were stars despite right now seaming it was early morning it was in fact late night.

She saw that her animal friend's were hiding form her now scared of her and she couldn't handle that so she took off into the sky flying away form them faster then she normally could have flown she raced out and away form Ponyville and avoiding the Everfree Forest.

As she flew she slowed down crying slightly frustrated and confused and scared wondering if this was going to be yet another nightly occurrence like the last time, as she flew something caused her to stop mid flight and hover in the air flapping her wings gently to keep her in place.

She looked around trying to figure out what it was that had caused her to stop so suddenly their was nothing around her as far as she could tell, then a small gust of wind blew into her face and she caught the smell again this time she fallowed it and found the source of the smell.

Some hundred feet or so away form her was a stallion wondering through some thick brush and grove of trees heading away form Ponyville she didn't recognize him though, and even if she had she couldn't stop what was about to happen.

Before she knew it she was already ahead of the stallion hiding in the trees in front of him waiting for him to approach he was keeping a trotting speed and it wasn't long before he was in prime ambushing position.

She struck before he knew what was happening she hit him above and from the side pining him to the ground and going for his neck before he knew what was going on she vaguely knew what was going on she was drinking his blood and he was trying to fight her off she also became aware of something else her teeth felt like they were digging into something ruff and hard not soft like skin or hair.

When she looked at the stallion she no longer saw a stallion she instead saw the shining husk of a changeling, the changeling hissed at her and tried to yet aging break free but failed.

Fluttershy was so surprised she withdrew her fangs and pulled back hissing at the changeling as well, both of them hissed at each other back and forth but the changeling still couldn't get up and Fluttershy decided to just leave instead of waiting around for all she knew their were more changeling's in the area.

She jumped up into the air flapping her bat wings gaining altitude and then heading off this time she headed towards the mountains, it wasn't long before she felt like she was burning and when she looked at the sky she could see star's disappearing and the moon was going down, taking its place was the sun.

The heat soon escalated into pain as the sun rose higher and higher nearly breaking over top the mountain range, and with each second she lowered closer to the ground to avoid the sun not curious in the least about how it would feel if the sun hit her directly.

She looked around vainly looking for some were to hide but there was nothing no dense forest, no trees with large openings, no animal burrows, nothing.

And then she saw it near a small outcropping of rocks and with thorny bushes near the front of the entrance she saw a cave, she had to move quickly as the sun was rising faster now Princess Celestia must be getting ready to put the sun into its normal position she thought to herself as she raced for the cave.

She didn't have time to miss the thorny bushes instead she went right through them ripping hair out of her mane, tail, and sides, but despite that she made it into the cave with out further incident and just in case she made her way deeper in were the light wouldn't reach her.

The cave was long abandoned by the original inhabitant so she made herself at home not wanting to sleep in the dirt she hung herself upside down from a stalactite then wrapping her bat like wings around her body and their she drifted off into a state similar to meditation resting but still aware of her surroundings.

It wasn't until hours later that she heard something outside of the cave and drawing closer then she smelt a familiar scent one she smelt everyday, like a rain cloud fresh form the factory and the ting of a rainbow.

She felt something weird in her chest a strange power and need sort of like what she felt last night but this time she wasn't hungry, she lowered herself to the ground and then she positioned herself to be hard to be seen form far away, only if somepony got close to her could tell what she was now.

She started to lightly sob and sniffle and squeak out in fear and pain like she normally did when she was scared, she heard and felt the air move as her target was approaching diving head first and with out concern into the cave she was in and when the wind stopped a familiar voice called out to her.

“Fluttershy! Are you alright what happened to you?” asked Rainbow Dash a few steps away and approaching closer to her.

Fluttershy was in the middle of sniffling again but stopped mid way as if she was surprised and then said to Rainbow Dash, “Rainbow? Is that you?, h-how did you find me?”

“Well I was flying around looking for you after seeing your cottage and I saw this suspicious pony limping away form Ponyville, and when I confronted them they turned out to be a changeling.” Rainbow Dash said as she stopped behind Flutter shy explaining what had happened excitedly recreating the story.

“So I asked him some questions and I had to ruff him up a bit to get the information out of him but he finally said he saw a pony matching your description last night heading this way so I flew this way and came across some broken branches and your hair in tangled up in some thorn's and then I heard you crying and here you were, so what happened to you last night anyways and are you okay?” she said.

Rainbow Dash was getting closer to her now and was making her way around to stand in front of her, but Fluttershy knew she had to wait Rainbow Dash had a sixth sense for danger and if she sprung to soon she would miss her chance.

So she waited and in order to draw her in closer she said, “I don't remember what happened, I remember flying away form something but then my wing got injured by something and I crashed into this cave and during the landing I hurt one of my front legs.”

“Oh Dash it hurts so much I cant put any weight on it at all.” she said starting to tear up.

“Here I'll help you Fluttershy just lean against me and I'll help you out of this dark cave and then we'll meet back up with Rarity and Pinkie Pie to find AJ and Twilight.” Rainbow said as she trotted over and laid down in front and along side of Fluttershy.

Fluttershy smiled to herself she stretched out her bat like wing and wrapped it around Rainbow Dashes side covering her own wing's, “Uh, hey Fluttershy is your wing broken it feels weird like a bones sticking out or something.” Rainbow Dash said with concern in her voice.

“Oh no, everything is fine Rainbow I'm just going to share with you what I recently experienced.” said Fluttershy as she turned to face Rainbow Dash face to face during the time Rainbow had spent in the cave her eyes had adjusted to the darkness and Fluttershy could hear her growing concern, from the rapid and increasing pace of her heartbeats.

Face to face now Fluttershy saw the fear in Rainbow's eye's, she also felt her hunches strain ready to spring back and so she struck, digging her fangs into Rainbow Dashes neck and putting her full weight into the bite, she flattened her onto her side pining her wing's, one was pinned under her side against the cave floor the other was pinned against the cave wall.

She sucked Rainbow's blood out slowly and as she did she could feel the power welling inside of her leaking out through their contact Fluttershy willed this unknown power to burst out instead of leak.

And as it entered Rainbow's body she seamed to get excited her breathing became heavy and fast, her heart rate was drumming along, and every few seconds or so Rainbow would make a erotic moan or a suppressed scream of pleasure.

Rainbow couldn't hide what her body felt through their connection Fluttershy felt it all, she knew she was excited and that made her excited as well, Fluttershy maneuvered Rainbow Dash on to her back and once she was on her back with her head laid out to her side neck exposed Fluttershy sat up and looked down at her mare friend.

She smiled showing her fangs, licking them and her mouth savoring the blood of Rainbow Dash, a sudden confusion of pleasure rushed through her as she swallowed the blood unable to hold back any longer.

“DASHIE!!” she screamed out in a extremely lustful, longing, and greedy voice before she lowered herself fully down on top of Rainbow Dash's exposed belly, belly to belly she moved her own body slightly as she went to work.

She first licked the spot she had bitten Rainbow Dash running it over the puncture spots and then into them lapping up more blood all the while she let this power inside of her flooded out anywhere she could push it out through her saliva, through the small hallow veins in her fangs dripping out as a liquid and even out through her sacred spot.

All the while Rainbow Dash went with it moving with her fully intoxicated in this new and strange pleasure, and as Fluttershy pulled away to swallow blood she had lapped up with her tongue Rainbow chased after stealing a kiss.

At first Fluttershy was surprised but then she returned the kiss and chased after Rainbow when she pulled away form her, both playing an erotic game of tug or war with their mouths and tongues, all the while moving their bodies together rubbing up against one another causing one or both to moan in pleasure.

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

It was night now, and along side Fluttershy was newly Transformed Rainbow Dash her wings were bat like and she was now sporting a pair of fangs just like Fluttershy.

“Well I don't know about you but I'm pretty hungry, how do we eat now?” asked Rainbow Dash.

“We feed like I did with you biting into the necks of other ponies.” said Fluttershy

“We can't go back to Ponyville, Twilight's got that reversal spell she used on you the last time and I think I overheard Spike mention how she had worked out the kinks in the spell.” Rainbow said.

As Fluttershy was thinking about what they could do she remembered the changeling form last night and a though entered her mind she checked the area around them and saw what she was looking for off in the distance with her enhanced vision she could easily tell where it was.

“You remember that changeling from earlier?” she asked Rainbow.

“Yeah, but with out knowing were the others are how can we find them?” she asked back.

Fluttershy pointed her wing in the direction the changeling was heading and then to the distance as she said, “The changeling was heading northward and whats is northward and can be reached through train form Ponyville and has someponies who have had a history with the changelings before?”

Rainbow was fallowing her as she talked and saw what she saw and then she understood what she meant, “The Crystal Empire and Princess Cadance.” she said smiling at Fluttershy.

'Exactly and if we turn Cadance into one of us we could use her to lure Twilight and the others to us.” she said gazing at Rainbow out of the corner of her eye.

“You want to change them into what we are? What about going back to normal?” asked Rainbow with a neutral expression on her face.

Fluttershy looked and Rainbow and she thought about it as well, sure at first she was scared, and freaked out but she had time to adjust to it and she also realized she liked this power.

With it she had been able to do something she had only dreamed about and that was of course being physical with Rainbow Dash, with this power she could create all the fantasies shes ever had with all the Princesses, her friends some other ponies in Ponyville and all over Equestria, hell she could even enact the dream she had with Queen Chrysalis.

She stood up taller and spread out her wings and said, “I don't know about you but I like this new power its made me more assertive, more confident and now I can enact all of my secret desires.”

Rainbow gently smacked Fluttershy's flank with her own, “Oh does that include what happened last night between you and me?” she asked innocently.

Fluttershy kissed her and said, “Yes but it also includes our other friends and the Princesses as well.”

“Then that's fine but lets include Spitfire as well okay.” Rainbow said walking a few steps away form Fluttershy getting ready to take off.

“Spitfire really?” Fluttershy asked surprised as she walking up to Rainbow's side.

“Yeah haven't you ever looked at her in her Wonderbolts uniform it get me excited.” Rainbow said taking off into the sky and waiting for Fluttershy to join her.

Fluttershy shook her head and laughed “Alright sounds good to me we'll include her to but lets get started now so we can enjoy our self's sooner rather then later.”

And after joining her in the sky they took off towards the Crystal Empire flying faster then either of them could before as regular Pegasus.

*********

“It's odd, where's the sun at?” asked Rainbow Dash as they flew on towards the Crystal Empire.

Fluttershy and Rainbow Dash had gotten caught up in a bad blizzard and it had forced them to fly at a normal pace in order to try and get through it but they had used up much of their night time and now the sun should have risen already.

“I don't know but lucky for us I'd hate to think of what would have happened to us if sun was out now.” she said to Rainbow who was flying at her side now.

She looked around and found a chasm in the snowy terrain, “Lets fly down in there and see if we can find a cave to hunker down in until night time and then well continue to the Crystal empire tomorrow.” she didn't even have to wait for Rainbows response as they both dived toward the chasm together.

Flying along Rainbow slightly under Fluttershy they searched for a cave or any sort of dark spot to hide in, “Hey Fluttershy look over there isn't that a cave mouth there?” Rainbow asked stretching her neck in the direction of were she thought a cave mouth was at.

Fluttershy saw were she was pointing and as they got closer she could see it was in fact a small cave opening she stopped and hovered in front of it along with Rainbow it was to small for both of them to enter or to even have their wings stretched out.

“It is but how do we-” she didn't even finish asking before Rainbow preformed a back flip in midair and angled towards the opening folding her wings in and easily slipping into the cave inside.

'That's how, it nice and dark in here and goes back quite a ways further in.” Rainbow reported back from the other side obviously it was large enough they could fly inside since she was hovering just on the other side of the opening level with Fluttershy.

“Come on Fluttershy I know you can make it just do exactly what I did.” Rainbow said encouraging her.

She was just getting ready to start when she begun to feel hot, fearful she realized the sun was beginning to rise for what ever reason Celestia was late in raising the sun she was in an awfully big hurry to raise it now.

With out any practice and only getting one chance at it she did a back flip in mid air and then folding in her wings she barely was able to slide into the opening nearly getting stuck at the bottom but thanks in part to Rainbow using her tail and wrapping it around one of her front legs she make it inside of the cave.

“Really lucky we found this cave.” she said to Rainbow sighing and taking in a lung full of air, which is how she caught hold of the faint smell that was lingering in the cave.

Rainbow was going to comment back but after she saw Fluttershy's expression change to a serious and hunter like look she stayed quite and looked around to see if she could see if their was anything Fluttershy was maybe seeing.

“There's a changeling in here, probably further in, it smells different form the one the other day though.” she whispered to Rainbow.

She locked eyes with Fluttershy and both nodded to one another as they silently flew deeper into the cave Fluttershy leading the way fallowing the smell, they were deep in and despite the many off branching tunnels she stayed on one course and soon they found themselves in a large cavern with some rock and a lot of ice icicles hanging form the ceiling.

Fluttershy landed quietly on the icy floor and after Rainbow joined her they stayed with their flanks touching each other and facing different ways searching the floor and the ceiling for anything that was off.

But they couldn't see anything neither had wrapped their tail around the others leg and tug to gain the others attention, where ever the changeling was it was obviously staying hidden after all the changeling was in enemy lands.

Feeling slightly frustrated and suddenly aroused like she was when she smelled Rainbow the other day she began to listen closer trying to concentrate for a heart beat, breathing anything that would give them away.

All she heard was her own heart beat and then Rainbows which sounded the same as hers she also thought she heard Rainbow panting slightly and quietly with excitement.

But nothing else and just as she was about ready to shout out to draw the changeling out, when her eyes seamed to have changed focus as now she was seeing things very differently everything was a dark shade of blue sometimes completely black other times white and when she looked at her own legs or behind her at Rainbow she saw a solid mass of red, yellow, orange, and white for both of them.

Then feeling excited she looked around the cavern and saw what she was looking for a solid colored mass in the shape of a boulder near the far end were their wasn't any snow or ice just uncovered stone.

Rainbow felt Fluttershy tugging on her leg with her tail and when she turned to look at her Fluttershy had one of her wings extended and the small bony spike they had on their wings was placed on her lip meaning to stay quiet.

She then moved her wing out so the pointed end was pointing to some exposed and barren rocks, which could only mean some how Fluttershy had found the changeling's hiding spot she made a note to ask her how she did that after this was over and instead she used her hoof to point to herself then she pointed to the ceiling were a small bunch of ice icicles were hanging down.

Fluttershy knew what she meant when she saw it and nodded to Rainbow who silently took off and flew up to the ceiling and hid their hanging upside down and blending in to the darkness as best as she could.

Fluttershy slowly walked over to a spot a bit away form the cluster of rocks she hid behind a small snow mound and then she made eye contact with Rainbow and nodded.

Rainbow watching Fluttershy saw her nod to her and she decided that it meant she was ready to start drawing out the Changeling, Rainbow lightly tapped one of the ice icicles near her and it fell to the ground making an ear shattering sound as it broke into thousands of pieces on the cavern floor.

At first nothing happened she watched Fluttershy and the rocks at the same time waiting for a signal or movement form the rocks themselves, but nothing happened, then she saw Fluttershy doing something behind the snow mound she was hiding behind and waited to see her response.

Fluttrshy was just finishing making a snow ball with her tail and she threw it down one of the branching tunnels leading into or out of the cavern, as it hit somewhere down the tunnel the sound it created sounded like a hoof stepping on the snow with a slight crunching sound.

This time as both of them watched the boulder changed form boulder into a tall imposing being crossed between a bug and a pony but this one resembled an Alicorn rather then the common drones she normally commanded, as Queen Chrysalis appeared before them.

Still hidden were they were the scent of her filled both of their noses like a moist cave with fresh water flowing through it Chrysalis's scent invaded them and made them salivate and crave to bite into her flesh and taste her for all she was.

Chrysalis was slowly walking towards the tunnel staying in the shadows she was, getting closer to Fluttershy now and as she and Rainbow locked eyes she nodded to her and then towards Chrysalis.

Rainbow understood she slowly unwrapped her wings and as silent as she could she extended them before releasing herself and then glided towards Chrysalis, but something must have tipped her off as Rainbow was on her approach Chrysalis turned towards her she didn't look up at first but after seeing nothing behind her she glanced up to see Rainbow gliding towards her.

With Chrysalis's attention on Rainbow, Fluttershy burst forth hissing at her trying to get her attention, and it work as she looked over towards her in surprise of the hissing sound Rainbow flapped her wings once and accelerate far faster then she ever could when she was normal.

Rainbow slammed into Chrysalis's side knocking her down, then Fluttershy a moment later pounced onto her as well both of them holding her down, Chrysalis struggled against them and begun to say, “You fools again, Princess Twilight's little side kicks huh? Do you really think you can keep me pin-”

Before she could say more both Rainbow and Fluttershy bit into Chrysalis's neck, “Ahhhhhhhh.” she screamed out in pain, but slowly as they both attacked and poured magic into her it changed from pain into pleasure and then into an erotic moan as each took a turn sucking her blood lightly then licking the bite.

They took turns locking lips with her sometimes kissing her at the same time locking all three of their tongues into a battle royal inside of her mouth, they used their hoofs to stimulate her sensitive spots gently massaging it taking their turns switching off and on.

And soon Chrysalis was so intoxicate with them both that she to was joining in on the fun as well using her own bug like hoofs on them and soon Fluttershy and Rainbow were working on one another as well guiding each other to the highest point of pleasure all the while Rainbow and Fluttershy poured in the power inside of them just like Fluttershy had done to Rainbow.

Queen Chrysalis soon became just like them changed into a vampire while experiencing untold pleasures pleasures that only a vampire could enact to another, and even though she had changed fully it didn't stop them from continuing the fun as neither one was willing to end this experience.

What else were they to do until nightfall?

***********

The rapid approach of somepony is all Cadance heard in the dead of night, she was fast asleep alone in her bed, Shinning Armor had gone to Ponyville to investigate his sister, Princess Twilight Sparkle's mysterious disappearance and along with her her five friends had also disappeared with out a trace.

A knock came at her door fallowed by the familiar voice of one of her guards a Crystal Empire native, “Your highness we have news from Canterlot.”

Cadance out of bed opened the door to see the guard who had a nervous and serious expression on his face he was looking form side to side as if looking for eavesdropper.

“Yes what is it commander?” she asked the fidgeting guard.

He leaned in closer and whispered, “Princess Luna went missing last night from Canterlot, no one saw her leave and no one knows where she went, Princess Celestia also wishes you to be careful as she has no idea whats behind these events.”

“What shall we do Princess?” he asked her after a brief pause to let her take in everything.

Cadance was concerned now not only since Twilight and her friends had gone missing the wielder's of the Elements of Harmony but now Princess Luna has gone missing as well, what in Equestria was going on these last few days.

She was about to reply whens she saw out of the corner of her eye something moving around her balcony, it wasn't large and it seamed to be flying, a bird? Perhaps, what ever it was it didn't stay around long as it dropped something and then left.

“Double the guard but don't make it public that Luna has gone missing as well we don't need another hysteric panic.” she said to him as she stepped back into her room.

As she closed her door the guard bowed slightly and said, “Right away your Highness.” before he started running off down the hallway in the opposite direction he had come from.

Once the door was closed though she headed immediately to the balcony were upon opening it she found a scroll rolled up and tied to a rock to keep it from blowing away in the night wind.

What was written on the scroll after unrolling it shocked her deeply, attached to the message was a map leading outside of the city near the edge of the barrier that kept the snow back was a small abandoned cottage and this is were the map was telling her to go.

Along with the map was two small braids of familiar hair, one with rainbow color and another pink, they belonged to Twilight's friends Rainbow Dash and Fluttershy.

Then the message itself only said, (Come alone, tonight if you want to see them or the others ever again, or else.) It was clear what she had to do now, and maybe who ever had Fluttershy and Rainbow Dash also knew where Twilight and the other's were including Luna.

And obviously it was a trap but what else could she do they were the closest ponies to family she had and she wouldn't leave them in danger, with out hesitating she flew off avoiding the guards and flying low headed for the outer edge of the barrier.

Cadance was outside of the cottage now, it was a mess, the roof was about to collapse and the door hung slightly open, the windows were dusted and she couldn't see in.

With no other choice she opened the door as best she could and walked in but no one was in the first room, there was also no upstairs either the only good news was no one jumped her yet.

The as she looked around Cadance hear a muffled groan and a sniffle of somepony crying, it came form below her and as she headed to a hallway she discovered that it lead to a bedroom one way which was missing the door and had a thick coat of dust on the floor.

The other way lead to a closet like space completely dark but when she light up her horn with magic she discovered that their was a trap door and leading to it was hoof prints in the dust a set going down, another coming back out and another leading back down.

She took it to mean that one pony had taken two trip's into the basement one for Rainbow Dash and one for Fluttershy or vice versa and then they didn't come back up so who ever was behind this was still down in the basement waiting for her.

But with little choice she opened the door as quiet as she could and then slowly descended the stairs down into the darkness she dimmed her light on her horn though not wanting to give herself away.

There were several rooms down below with all the doors open and some light slipping through the cracks in the roof and cracks in the floor above, she could sort of see and so far she couldn't see anything.

But there was one room she couldn't see into with out going around a corner, she made her way over to the wall that had blocked her way and poking her head around she looked down a hallway, a little ways down she could just make out the blue hair of Rainbow Dashes flank and the rainbow hair of her tail.

She slowly walked down the hallway expecting an ambush at any time but still nothing she looked behind her ever once in awhile to see if anyone was jumping out behind her but nothing happened, her inner voice was screaming for her to run away sensing nothing but trouble.

But no matter how much the voice screamed at her or how hard it became to move her legs she continued to walk forward until she was just inside of the room right in front of her just a hoof stretched away from her was Rainbow Dash.

She could just make out her outline and still could see her flank and tail clearly she gingerly stretched out her leg to touch her when she got a cold chill as right before her eyes the blue of Rainbow Dashes flank changed into a solid black mass hair into a shiny hard shell like skin and the tail turned into a dark cerulean.

“Well well well, if it isn't Princess Cadance.” said Chrysalis as she stood up turned around and keeping hidden in the shadows, only her green eyes revealing her position.

“Chrysalis, I should have known you were behind this all, what have you done with Twilight and her friends and Princess Luna.” Cadance demanded from the changeling queen.

Though she couldn't see her facial expression Cadance could tell she was surprised, “I did nothing to Twilight or Luna or the other three friends but Rainbow Dash, and Fluttershy are here, look their right behind you.”

She figured it was a trap but she couldn't help but turn around as her inner voice was now screaming at her to run, her heart was beating so fast it felt as if it was going to burst out of her chest, and she was so scared now he legs wouldn't even move.

And when she turned her head around to look behind her everything froze, her legs stiffened up, her heart stopped for a second, and the blood that was pumping through her veins and causing her to feel like she had a fever were now ice cold, and she shivered as she beheld a terrifying scene.

For behind her was indeed Fluttershy and Rainbow Dash but they were very different, they had fangs jutting slightly out of their mouths, their wings were no longer like hers with feathers instead they were bat like, Fluttershys eyes were red, Rainbows were now orange both seamed to be glowing just like Chrysalis's eyes.

She went to look back at Chrysalis but instead before she fully turned around she was being pushed into a wall with Chrysalis's mouth around her neck and pushing her up against the wall, she saw in horror as Chrysalis was the same as the other two her wings were bat like ans the fangs she had before were now longer, longer then Fluttershy or Rainbows.

Ans she could feel the blood being drained form her body and something else trying to invaded her body as well she was getting ready to fight back against Chrysalis, when she heard a hissing fallowed by another sharp pain as she was bitten again, this time by Rainbow Dash.

She screamed out in pain and watched as Fluttershy slowly approached her as now Rainbow and Chrysalis was licking the wound sticking their tongues into the puncher spots sometime venturing off to kiss along her side or behind her ears nibbling on them before licking out more blood.

Fluttershy was now standing before her looking down at Cadance with a malevolent smile Cadance was about to say something when she squealed in pleasure as Rainbow or Chrysalis started to rub her precious spot with their knee pressuring it causing her to moan and pant from the touch.

Regaining her self for a moment took everything she had she looked into Fluttershy's eyes pleading as she said, “Fluttershy... h-help me please, I know your still in their you just have to break Chrysalis's control.”

Fluttershy only laughed at her a very chilling laugh which was fallowed by Rainbow and Chrysalis joining in once they all had a good laugh it was Chrysalis who leaned down to whisper into her ear to say, “Fluttershy and Rainbow are the ones who changed me, I just went with the plan in order to fulfill my fantasies.”

Rainbow whispered in her ear next saying, “Fluttershy changed me as well the day after she went missing and we all agree that we like having this power were just indulging yourself and gaining some companions in the process of having some sensual physical fun.”

Both went back on the attack licking, nibbling, sucking, touching her all over causing her to lose her strength to resist and she could feel her body changing as more and more of this power was released into her body absorbed into her blood and spread through out her body.

Fluttershy laid down on her belly with her face in Cadance's face she licked her lips salivating she managed one moment of control in which she said to Cadance, “I always wanted to do this with you Cadance, ever since your weeding and after were done changing you, you to will indulge in your own fantasies, for instance you and Twilight spending a night like this together.”

She didn't give her a chance to respond instead kissing her on the lips and slipping her tongue into Cadance's wrapping their tongues around one another drawing her closer to the edge and finally breaking her by digging her fangs into her neck and sucking out her blood slightly while injecting a large amount of that power into her body which finally pushed her over the edge and changing hr forever.

Cadance no longer felt the pain instead feeling the pleasure which only enhanced after she was transformed, she felt free, powerful, and above it all she felt completed and whole as the four of them intertwined experienced a world that could only be experienced through such a process.

And yet all she could think of was showing this world to Twilight fixated on her sister in law she could only imagine the experience she and Twilight would have soon enough.

********

“So I guess you didn't know then that Twilight, Rarity, Pinkie Pie, Applejack, and tonight Princess Luna have all disappeared with out a trace.” said Cadance as the four of the made their way back to the castle in the Crystal Empire.

Fluttershy had discovered that they all had the same abilities in different degrees of power they intended to go back to the Crystal Empire and set it up as their base of operation feeding on the Stallions there and changing the mares into Vampires like them.

They would hypnotize the guards into being their loyal and faithful slaves to guard them during the day along with Chrysalis's changeling's in disguise as ponies be it guards, simple mare's and stallion's they would help them keep control of the empire and make it look like it was the only safe place to be now.

Soon after Shinning Armor returned with news about the others they would act the final step of the plan to absolute control is changing Princess Celestia and Luna so they could control how long the nights were but with Luna missing for now they decided to build up their number and power.

Once back Cadance would send a messenger to Canterlot asking for Spitfire and other Wonderbolt's to join her guards after seeing changelings in the area intending to change Spitfire and any other mare that comes with her.

“Well find them but first we need to secure a haven for us, Chrysalis get into your form were almost there we'll hypnotize the guard captain and a few others and then have them all report to the throne room and send them out with their orders.” said Fluttershy.

“And tomorrow night I'll get to spend a lovely time alone with Spitfire I'm going to enjoy our time together.” said Rainbow as she licked her lips in anticipation.

“Yes it will be a very enjoyable night.” Chrysalis said disguised as a Pegasus guard form Canterlot.

Fluttershy laughed a bit before saying, “Well then lets get to work shall we.” they landed on the balcony of Cadance's room then once inside spread out to make the room darker by closing curtains as they did that Cadance through the door called to a guard stationed outside of her room and called for the guard captain and there they waited.

The plan had begun.