It's been a week since Rarity was changed by Twilight and since then she, Twilight, and Luna had been having some wonderful times. During the night they would enter into the Dreamscape made easier by Luna pulling them along with her. They would each choose a different door connected to a stallion some where in Equestria and proceed to have a erotic dream with them.

Twilight had discovered rather quickly that having these erotic dreams would increase their own power. This new power which Twilight had discovered after restoring some documents was Succubi power. Only mares could become a succubi, Twilight also learned that the other two groups were Vampire ponies and Timber ponies.

Fluttershy had already become some what like a Vampire Pony though she only wanted to drink the juice of apples and not blood she apparently meet the requirements and was changed. Which is why Twilight couldn't detect her location as the spell would have normally created one through the same way it had created the Timber ponies.

A Timber pony was made by an ancient Timberwolf spirit manifesting itself in their world or dimension, Twilight tried to explain it so she and Luna could understand but it was difficult. What Rarity understood though was a spirit of a Timberwolf got a real body then attacked somepony. Then transferred its spirit into the ponies body turning it into a hybrid of pony and Timberwolf.

Another condition for the spell was that these powers would only manifest near the Everfree Forest for reason not even known to the cult that had created the spell , it would only work in the forest. Which according to some entries and maps they had found while digging out the ruins was quite small a few thousand years ago. This was how Twilight knew that Fluttershy was a Vampire Pony. She also believed that possibly Applejack was the Timberpony.

And if they had done what she had done then Rainbow Dash who had gone after Fluttershy, (according to her on when they split up to look for the three who had originally escaped.) and Pinkie Pie who had gone looking for Applejack, are now like Rarity, changed into the corrupted forms that they went in search of. As to where they are no they haven't a clue since Twilight can only locate succubi like them or regular ponies.

Rarity was now reaching out to sense others to join them they agreed that only a certain number of mare's should join them and Rarity was looking for only the best to join them. They also agreed that they would be the rulers of their soon to be transformed sister's.

It was day now and Rarity was looking for one very special and important pony to help them, and more importantly her. She finally found who she was looking for and after calling out to her just as Twilight had done to her a week ago she now did. And almost an hour latter the pony she trusted most besides her closest friends walked into the underground tunnels, her little sister Sweetie Belle.

Sweetie Belle shook her head clearing it of the fog that had taken over her and looked around, she was in a dark tunnel with some dim lanterns hanging from very old looking stone walls. As she was looking around she came upon some very familiar hoofs, very clean, polished, and constantly tidy up with care and love.

As she looked up to meet the ponies eyes she said, “Rarity!! we were so-.” And stopped mid sentenced as she saw her sister but she was very different. Rarity had always been beautiful but now she was just beyond beautiful she was like a goddess like Celestia herself, as bright as the sun she would rise and set everyday.

“Hello Sweetie Belle, did you miss your big sister?” Rarity said walking over to her and lowering her head she hugged her close to her.

Sweetie Belle was absorbed in a very exotic fragrance that rushed into her and caused her to become weak in the knees and almost lose herself. Rarity seamed to notice and after she had used some sort of magic the smell disappeared leaving Sweetie Belle feeling only slightly lonely.

After they hugged Rarity lead the way down the tunnels past now cleared and strengthened sideways to the main room were Twilight had set up a library/sitting room, where Twilight and Luna were waiting for Rarity's surprise guest. Sweetie Belle was again in disbelief seeing how much both of them had changed for a second several smells invaded her again but just as quickly as they had entered her body they disappeared leaving her not as lonely as before but still wanting to be embraced by it again.

“Princess Luna and Twilight, I'm so glad to see you both are okay all of Equestria is in panic since all the Princesses but Cadance have disappeared.” Sweetie Belle said to them.

“My sister has disappeared? How long ago did she go missing?” Luna asked slightly worried.

“Well it was a few days after you and the others had disappeared, she was in Ponyville searching for Twilight and the others. I heard that Applejack and Pinkie Pie had run out of the woods looking like a mess and told them about how some mysterious ponies had kidnapped you all. They managed to convince Celestia to come with them to the Ruins of the castle of the two sisters she took Bon Bon and Lyra with them and they never came back.” she told them recounting what she had heard form guards and rumors.

“Was this at night Sweetie Belle?” asked Twilight.

“No it was near sun down when they appeared and when they left as well, by the time the guards got back form investigating the places Applejack and Pinkie Pie had given them it was midday the next day and Celestia was long gone as were the others.” she said sitting down next to Rarity who was laying out on a old but new looking couch obviously refurbished by Rarity as Sweetie Belle could tell her sisters work anywhere.

“Twilight I thought none of us could be out in the day time?” said Rarity.

“Hmm well I thought so because we can't step out and I though maybe Fluttershy could because she would return back to normal during the day when she was a vampire fruit bat pony. But maybe Applejack and Pinkie Pie can? I have no idea I haven't found anything more about the other corruption ponies.” said Twilight.

“Um what are you talking about Rarity?” asked Sweetie Belle slightly confused.

“Well darling Twilight found a spell that made us stronger she was originally changed and then she changed me and together we changed Luna, since then we have been making this place a home while growing stronger.” Rarity said to Sweetie Belle.

'Really do you think I could join you as well? I want to be stronger to!” Sweetie Belle said to them excitedly.

“NO.” said Rarity instantly, then after collecting herself she continued saying, “No, not right yet when you get a bit older you can join us this is sort of an adult way of gaining power.” she paused looking at her with kind eyes.

“But you can help us with some thing's right now. Sweetie Belle we need your help, we can't go outside during the day how you can help us is by giving us information, running errand's for us and getting supplies like my sewing kit and some fabric as well to make this place a home.” Rarity said to her sister.

“Well, I guess I can do that but you promise that once I'm older you'll let me join you guys?” Sweetie Belle asked looking at them one at a time with sad puppy dog eyes.

“Of course Sweetie Belle we give you our word.” said Twilight.

Sweetie Belle jumped up in excitement hoping around the room as she said “I get to be pretty. I get to be pretty.” over and over again until Rarity used her magic to hold her still and hover her back to the couch she was laying on.

“So what else has happened since we have been gone?” Luna asked Sweetie Belle.

“Let's see, mom and dad left on another trip the day you disappeared Rarity.” Rarity sighed and rolled her eyes, “Shinning Armor was in Ponyville looking for Twilight and your father joined him to look but he had to go back to the Crystal Empire once Celestia disappeared and hes been staying with Spike at the Golden Oak Library. And the Apple Bloom and her family went to talk to Pinkie Pie's family about their disappearance so they are gone, and Scootaloo went chasing after Rainbow Dash joining the Spitfire and the other Wonderbolts in the Crystal Empire when she heard rumors that they would be looking into her disappearance personally.” Sweetie Belle told them.

“So my mother is back in Canterlot then?” Twilight said as she begun to think things over.

Then she smiled and looked to Rarity and Luna saying. “Well girls its time we expanded our numbers. Luna will you recruit my mother in Canterlot?” she asked.

Luna nodded. “It shall be done Twilight Sparkle I'll have her back here before tomorrow morning.”

“That's good and all Twilight but who will you and I corrupt maybe somepony who can add some class to this dreary space. I got it I know just who to corrupt.” said Rarity.

“That's good to hear, now I just need to deiced on somepony.” said Twilight as she thought about all the ponies in Ponyville that could be an assets to them.

“Oh I forgot one other thing happened since you guys left.” said Sweetie Belle suddenly.

“What's that darling.” Rarity said.

“Trixie came back to Ponyville after hearing about your disappearance and has been trying to “Take over” as the greatest magic user in Ponyville.” Sweetie Belle said a bit sarcastically when she mentioned taking over in Ponyville.

“Well that settles it then, I'm going after Trixie. So who are you going after Rarity.” asked Twilight.

“Oh somepony very special, Sweetie Belle this is one of the time's I will need your help, I want you to deliver this letter to this special pony and tell them to come to Sweet Apple Acres for a special get together.” said Rarity smiling to herself as she wrote down a message on a piece of paper and sealed it in a rather fancy looking envelope that Rarity had made almost instantly.

“Right I can do that after I deliver the letter what do you want me to do then come back here?” Sweetie Belle asked.

“Yes but please bring me my sewing kit and a few bundles of fabric.” said Rarity.

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

“Ha how dare those fools not realize The Great and Powerful Trixie is the true master of magic in all of Equestria now. After all Princess Twilight, Luna, and Celestia are gone.” Trixie said to herself as she walked back to her wagon where she felt the safest and most relaxed. She was looking forward to laying out on her bed and looking over a few magical books she had and working on her magic, or simply writing in a diary she kept all her deepest and darkest fantasy's inside of it.

Trixie opened the door to her wagon and stepped in levitating her hat from her head to a small hook on the side of her wall. The hat had partially blocked her view as she took off her hat and once she had hung it up looking to make sure it was secure she turned back to look in front of her. And laying on her bed spread out reading her diary was Twilight Sparkle. Her face was covered by the book but she could tell it was her form her cutie mark.

“If it isn't Twilight Sparkle. Didn't you disappear or something, what are you doing in MY wagon reading MY diary.” demanded Trixie as she waited impatiently for Twilight to stop reading her book and look at her. And the longer she didn't respond the more anger Trixie felt.

Just as Trixie was about to scream and yell at Twilight she lowered the book and both of them locked eyes with one another. Trixie was instantly hypnotized by Twilight's stare, her beauty, and a addicting smell that flooded into her as she breathed deeply in rage at first then in shock. Now she was suddenly not angry she was embarrassed and flustered, he knees where weak, a lump formed in her throat and she couldn't even talk.

“Hello Trixie, you've got a nice place here very cozy.” Twilight said as she stood up and walked slowly over towards Trixie until she was only inches away, her lips so close that if Trixie simply puckered slightly they would collide. “That diary of yours was very intriguing to read, so many fantasy's involving me and you. Why is that?” she asked Trixie.

Trixie couldn't help but laugh nervously as she tried to back away as something deep inside of her told he rot back away but she only got a few steps before bumping into the door which had closed with out her knowing it had. She couldn't help now but meet Twilight's eyes as she pursued her and continued to lock eyes with her. Trixie tried to force the lump in her throat down but it wouldn't go away.

“Answer my question Trixie. Why am I in most of your fantasies?” Twilight asked still nicely but with a bit more authority behind her words.

Trixie couldn't help it as she burst out, Because your all that's on my mind.” she burst out before she could stop herself.

Twilight smiled a small very devilish and altogether cutie smile which drove Trixie crazy. “Oh am I now, well then how about you and I play out some of those fantasies hmm?” Twilight said as she walked back to Trixie's bed and spread her self back out onto it. Laying on her Side Twilight stretched out then using her magic she closed all the windows except on that she left open near the bed slightly.

Where in a single ray of moonlight was left to stay inside illuminating some of Twilight's body mostly her side as she rolled form her side onto her back exposing her fully exposed belly to Trixie. Trixie was fighting back against what ever was coming over her she knew something was wrong yet her body refused to listen to her. She still had her sense's at least until Twilight begun to lightly moan and breath slightly erotically.

That was the point in which lust took over and Trixie trying as hard as she could to slow down rushed over to her bed eagerly climbing into the bed an on top of Twilight Sparkle. She lowered herself slightly down hovering ever so slightly over top of Twilight their belly's just inches form touching one another. She was still trying to fight it and Twilight could see this.

So Twilight wrapped her legs around Trixie and then pulled her down on top of her drawing them together. Now together touching fully Trixie couldn't fight it anymore as something begun to fill up inside of her and pushed away the part that was trying to tell her to escape. She leaned down and kissed Twilight freely moving her tongue into Twilight's mouth locking it around Twilight's.

When Trixie had pulled up to catch some air from kissing Twilight. That's when Twilight turned the tables on her and forced her onto her back taking the lead now Twilight used one of her back legs and applied pressure with her knee to Trixie's most sensitive spot.

The pressure forced Trixie to moan slightly in pleasure, she looked at Twilight begging with her eyes for her to continue to give her more pleasure. To hurry up and just kiss her and bring their bodies closer and closer to one another.

“Now its my turn Trixie to play with you. Please don't disappoint me now.” said Twilight as she started to rotate her leg and knee. Clockwise slowly then a quick reversal to counterclockwise with increasing speeds then back again to a slow turn of clockwise. She continued to tease Trixie like this sometimes leaning down for a kiss only to pull away at the last second leaving her confused and flustered.

Finally after half an hour of teasing Trixie like this she applied more pressure using her knee and quickened the pace causing Trixie to gasp opening her mouth wider then usual. And that's when Twilight swooped in locking lips with her and forcing her tongue into her mouth.

Suddenly she had an idea a devilish idea. She stood up unlocking lips with Trixie then re positioned herself so she was laying across Trixie's belly. Before Trixie could ask what was going on Twilight unfolded her wing and slowly ran it over the entrance to Trixie's most sensitive spot causing Trixie to go into a fit of pleasure.

She let her moan and scream in pleasure before shutting her up by locking lips with her, tilting her head she positioned her horn so it would rub up against Trixie's horn, a move she learned from Luna a few nights ago during one of their joint sessions. Charging it with this new magic she had Trixie was all but putty in her hoof's as with each tickle of her wings, each slow deliberate rub of her horn, and each time she wrapped her tongue around Trixie's leading it up then pushing it back down, caused Trixie to twitch and squirm and moan in pleasure.

Finally Twilight felt the familiar feeling of a Succubi Pony as Trixie now joined their ranks and file. But luckily for Twilight Trixie didn't need to know that.... Not yet at least.

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

It had been days since Night Light had went to Ponyville looking for their daughter Twilight Sparkle. Twilight Velvet was worried about her only daughter ever since she went to Ponyville Twilight had been involved in dozens of troublesome experience's. Sure she had her friends, she was now a alicorn princess but she was still her daughter and she knew she had made some very dangerous enemies.

Anyone of whom could have done something to her daughter, at first she wasn't really worried she figured Twilight had gone off to those castle ruin's she's been talking about. But then when she heard all of her friends and Princess Luna had disappeared that's when she got worried. Her husband Night Light had went to Ponyville to meet up with Shinning Armor, her son, to look for her. Yet as if the entire world was plotting against them Princess Celestia went missing as well. Rumor had it that two of Twilight's friends had appeared out of nowhere and gave several possible locations to be searched taking princess Celestia with them to the ruins Twilight always talked about. They never returned.

Now most of the royal guards from Canterlot were in the Crystal Empire to guard the only remaining Princess, her daughter in law Princess Cadance. But the trail for the others was officially cold. Now Velvet was fully worried she couldn't eat, couldn't sleep worried for her daughter as she was all she could do was wonder around their home in Canterlot waiting, hoping for any new of her daughter.

She was passing by Twilight's old room when she was a foal were a very special flower that Velvet had placed in her room was blooming. This flower only bloomed in the light of the moon yet it was blooming now giving off the slight light that it naturally gave off when it bloomed. The curtains were still closed and no light was getting through the thick curtains so why.

“Twilight Velvet, I have come for you.” said somepony behind her.

When she turned around she was shocked to see Princess Luna standing in the shadows. When she and Luna locked eyes Luna made her way out of the shadows to stand before Velvet. Velvet couldn't remember if Luna was always this beautiful nopony ever saw that much of the princess.

Then she smelt something very appealing to her and it sort of made her feel right. But her motherly instincts took over pushing everything away and she rushed over to Luna throwing her hoofs onto Luna side so she could stand up on her back legs, so she could be eye to eye with Luna as she asked. “Twilight! Is Twilight okay? Is she hurt? Sick? Injured? Whats happened to my daughter?” she asked hysterically.

Luna was taken back she didn't think anyone could break the succubi spell. Luna smiled softly and told her. “Twilight's fine I actually came her to take you to her, however we have to perform a ritual first in order to go and see her. She's changed a bit like me and with out this ritual you wouldn't be able to be around her for to long.” she said stalling the questions that were about to burst forth from her when she mentioned she knew where Twilight was.

Velvet felt relived and with out hesitating. “What do I have to do?” She asked Luna.

Luna motioned with her head towards the small bed that Twilight once used and said. “Go and lay on your back with your belly exposed and we will begin the ritual. Don't fight against me as I perform the ritual instead go along with everything I do and as you feel a strange power enter into your body embrace it, welcome it as a part of yourself.”

Velvet immediately went and laid on her back on top of Twilight's childhood bed her head and most of her upper body were just fine but most of her lower half was hanging off the bed mere inches off the floor it was overly discomforting. Yet she had to re position her back hoofs in order to get more comfortable. She then watched as Luna walked over to her.

She climbed on the bed as well her top half would match her own but her lower half was slightly off, then Luna lowered herself down onto of Velvet. Their chest square on touching one another but one of Luna's back legs was on top of Velvet's erotic zone and before she could respond Luna begun to dig into her zone with her knee rubbing it gently yet vigorously.

She further confused Velvet as she leaned down and kissed her touching horns as she positioned herself with the kiss then rubbing their horns together slightly running magic through her horn into Velvet's body.

Velvet did as she was told anything for her daughter as she felt the power that Luna describe enter her body instead of fighting it she welcomed it pulling it along just like any normal magic. It spread quickly and Velvet felt slightly different she felt like she did years before Shining or Twilight came long.

Like when she was fresh out of school and she and her mare friend experimented like Luna and her are doing now, this wasn't her first time doing this sort of activity and she easily matched up with Luna as they played back and forth with each other's bodies. Velvet used her free leg to run against Luna's erotic zone surprising the Princess of the night.

If this is what it would take to see Twilight she would do it for nopony in the world mattered more then her children and she was determined to see her daughter again.

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

Odd that a civil get together would take place in the outskirts of Ponyville and at Sweet Apple Acre's at that. Normally this would be something Vinyl would do throwing massive party out somewhere where it could essentially never stop thought Octavia to herself.

Yet here she was specifically asked for by message delivered by Sweetie Belle who couldn't give out any more information running off saying she was looking for her sister Rarity who had disappeared a week ago. Octavia like others was worried about her Princesses yet she was a bit more collected as on the few times one or more Princesses had disappeared the mastermind behind it had always revealed themselves and started to do something. Like Queen Chrysalis when she attacked Canterlot during Princess Cadance and Shining Armors wedding, which of course she had the privilege to perform at, as she was the essence of classical music.

But it wasn't only classical music she liked she did like Vinyl's genre of music, well most of the time when she had actually composed a song instead of whens she was experimenting to find the right balance and the beat as Vinyl would say. Yet what disturbed her most was that it was so late, she was told to arrive a few hours after sundown.

And yet despite how close she got to Sweet Apple Acre's she could see no light or hear anyone talking, it was all to suspicious but she pressed on for anyone who appreciated her music deserved to hear it. She finally arrived at Sweet Apple Acre's and found it was completely deserted nothing was set up and their was no light's anywhere as well. Octavia was about to leave when the door to the barn cracked open slightly to let out a bit of light she heard something like voices talking. “Hello?” She asked directing it towards the barn.

But no one replied she figured who ever it was couldn't hear her and so she re positioned her cello case on her back and headed towards the barn. Once she was at the door she opened it wider and walked into the barn only to find a few lanterns positioned around a mound of hay with several fancy blankets on top of it. Before she could call out the door slammed close behind her. Nearly jumping to the barns rafters Octavia turned around to see who had scared her only to find no one there.

“Hello darling I'm so glad you could make it to our little get together or rather our little date.” said a familiar voice behind her, one that was at many high society events. She knew before she turned around who it was and as she saw the new Rarity she was even more shocked then when the door closed and scared her as Rarity had been changed.

She was more beautiful truly she was like her cutie mark a devastatingly beautiful diamond, Octavia couldn't believe what she was seeing. “R-rarity I thought you had gone missing what are you doing here?” she asked stunned.

As Rarity walked over to her she explained. “Oh well you see I was with Twilight and Princess Luna, you know Twilight and Luna yes? Oh what am I saying of course you know them. We were talking and we decided to share a new wonderful power we have all gotten a hold of.” Rarity said now face to face with Octavia who was now smelling a irresistible scent.

“So of course we all decided to recruit our own ponies and while the others are still missing Twilight decided on Trixie, that awful attention grubbing unicorn with the tasteless cape, Luna decided to get Twilight's mother Twilight Velvet, and I decided on you because simply my precious little sister is to young to take place in the activities that we adults get involved in.” Rarity said to her.

Octavia felt very strange was it the smell and the new makeover or this new power they had found. But one thing she knew for sure that if this was really Rarity then she had to go and report back to the two guards that stayed in Ponyville. They stayed behind just in case a new lead appeared or any of the missing ponies came back. Yet when she tried kicking the barn door open, it wouldn't budge.

“Somepony hel-” she started to yell but was interrupted as Rarity swooped in and locked lips with her pushing her against the barn door as she did. Octavia tried to resist but it only made it easier on Rarity as she slipped her tongue in and out of Octavia's mouth drawing slight gasp's from her before being locked by the lip again.

Octavia only now noticed that Rarity's horn was glowing, she was using magic to seal the door shut. And it was incredibly strong as the entire time Octavia was kicking the door with both of her back legs as hard as she could but to no avail.

Rarity glared slightly at her and before she knew it Octavia was flying across the room and landing on top of the pile of hay on her back. She was begin held down with magic and she could do nothing to get away from the know grinning Rarity who was approaching her slowly.

Rarity still holding Octavia down with magic begun to lick her and kiss her in different areas. One of them being her most sensitive spot, and as Rarity kept kissing her and licking her their she begun to dwell deeper and deeper into her lust she was now moaning and truly she was enjoying the whole experience.

Yet something was missing and as another wave of pleasure and something else flooded over her invading her mind, body, and soul she screamed out. “Yes more, more Vinyl more!” And suddenly they both stopped as she looked down truly embarrassed as the deepest darkest secret she had, had been blurted out in a moment of hot passion between a different white female unicorn.

“Well, really darling how could you imagine some other pony when I'm right here.” said Rarity feigning insult but smiling devilishly. “Well since its out you can be assured that we will try to convert Vinyl as well, but for now lets finish you shall we.” she finished as she went back to work on Octavia.

Octavia was at her limit she couldn't fight it anymore and so with thoughts of Vinyl turning to thoughts of Rarity she fully embraced the lust inside of her and at last she got it right. “Rarity.” she said softly as she finally became one with the lust deep inside of her.

**********

“And that's all we have so far, Sweetie Belle will be running errands for us in town if you need anything Trixie ask her nicely.” said Twilight to Trixie as she showed her around the underground complex. With more and more magic user's joining them they could fully restore the entire underground complex which actually joined up with the other ruins on the lowest level of this central ruin. Sweetie Belle was fallowing them around as well fascinated by the underground ruins offering her own design ideas here and their.

“Alright I'll try, will Sweetie Belle be joining us as well?” Trixie asked looking sort of disapproving at the young filly.

“Not right now when she gets older she will but for now shes like an apprentice she'll learns bit by bit then be transformed by some one later on.” Twilight said she was about to turn a corner when she felt two succubi nearby one was Rarity and the other was who ever she had converted.

“Rarity and her initiate are back lets go and greet them will finish up the tour later with the others. We have plenty of time after all.” Twilight said leading the two back to the main room. Rarity and the initiate were already inside the room by the time Twilight and the others had arrived.

Sweetie Belle burst in running to hug her sister. “Rarity your back! I got your sewing kit and some of your favorite bundles of fabric for you.” she said all proud like to her older sister.

Rarity embraced her pulling her close to her chest with her neck and then said. “Good job Sweetie Belle, you all remember Octavia? I figured this place is just so quite we could use some nice soothing music every once in awhile so here she is.”

Octavia nodded to them and pulled of her cello form her back letting it rest up against the wall of the ruins. “Hello Princess Twilight, and Trixie yes?” she asked.

“I am the Great and Powerful Trixie. And you are Trixie's junior as I was here first.” said Trixie confidently to Octavia.

“Oh well I doubt that since Twilight and Luna are far stronger then you Miss Great and Powerful.” said Octavia in a none hostile and uncaring tone.

Before Trixie could respond Luna walked into the room stepping aside to allow Twilight Velvet to rush into the room and embrace her daughter. “Twilight! Oh thank Celestia your safe I was so worried about you.” she said slightly crying tears of relief at seeing her daughter.

“Mom, I'm so sorry I didn't contact you sooner but your here now with me and you can help us.” Twilight said.

“I Sure can so what can I help you with dear?” asked Velvet.

“Well I had a few ideas about that....” said Twilight as she detailed their next phase of their plans and who they would corrupt next.