Author's Notes:

Says he doesn't want to slow everything down by writing 10k words in a single chapter then proceeds to write 9k words. I'm a fucking genius.

This note is at the top because things get kinda dark again, so fair warning.

I really, really wish Fimfiction let us have notes at the Top and Bottom and didn't make us pick just one.

If Duskfall was going to co-opt the Elements then there was one huge obstacle in her way. That obstacle being Rainbow Dash. Without knowing exactly where her loyalties lie and how deep they ran, Duskfall couldn’t dare make a move against the Nightmare. Not without knowing exactly how the Elements worked in this world. If there was a greater than zero chance Rainbow could fight for control of Loyalty then Duskfall had to deal with it.

There was also a matter of securing Magic. It wasn’t outside the realm of possibility that it would simply recognize her as close enough to Twilight and that would be that. Still, Twilight’s own loyalties were very much in question. All of Duskfall’s interactions with this world’s Twilight had indicated she was very much like the pre-Ponyville Twilight. How this Twilight had maintained such purity while being the Nightmare’s sex pet was unimportant. If Duskfall’s Twilight had been forced to endure Celestia’s tyranny, she would’ve jumped ship for the Nightmare with very little provocation.

The other Elements were, thankfully, non-issues. Pinkie would almost certainly go along with anything. Applejack and Fluttershy were both dead. Rarity…Rarity actively hated the Nightmare.

The Nightmare had mostly been working to dismantle a lot of the laws Celestia had passed in her absence. However, there was one law that the Nightmare was actively holding over Rarity’s head. Ponies that didn’t discover their Cutie Marks by age 13 were taken from home and gathered in camps where they were ‘mentored’ until they received their Mark. Sweetie Belle, Scootaloo, and Apple Bloom were all being held at one of these camps, as Duskfall had discovered two days ago. The only reason Sweet Apple Acres hadn’t gone under was government hired workers had taken over most of the work.

Duskfall had been in this world for almost two weeks, making sure she had a clear lay of the land and working on a spell to break Celestia out of her prison on the sun. As much as it had pained her, Duskfall had refrained from getting intimate with the Nightmare. She needed to look at the situation with as clear a head as possible.

There was also the outstanding issue of Lighting Dust. Duskfall was becoming increasingly certain that the Pegasus intended to either murder or rape her. Possibly both and maybe in that order. Lightning Dust did work directly as the enforcer of a sex fiend, so who knew how perverted she was? Just thinking about it got Duskfall a bit hot and bothered. Still, Duskfall was trying to keep a clear head, so Lightning Dust needed to be dealt with sooner rather than later.

Duskfall was almost ready to move. The only question now was if she should go after Twilight or Rainbow first. She had a good idea of where the Elements were being kept and she could free Celestia at a moment’s notice. Still, Duskfall was hesitant to bring back the monster that looked like the Celestia she knew. If it wasn’t for the possibility that the Elements would only let her use them once, Duskfall would have preferred to divide and conquer both sisters.

There was also a faint sense of worry in the back of Duskfall’s mind. If this had been back home and she were using those Elements, she wouldn’t have worried at all. She was an Alicorn of Darkness and Insanity, not Chaos. The Elements of her world knew to make that distinction and wouldn’t attack her regardless both because of her friendship with Harmonia and her relationship to Twilight. The Elements of this world had been crafted by Starswirl. There was no telling how simple or complex their programming was or what they were programmed to do.

Duskfall hated how much of her plan relied on gambling and suppositions, but her only other option was to somehow overpower the Nightmare and then Celestia without the Elements and hope she could force them both to see reason. Short of that, her only option was to somehow kill both of them, assuming they weren’t as immortal as she was. Duskfall was beginning to think the Nightmare wasn't as powerful as the Luna she knew back home, but to pick a fight on an unsubstantiated guess that could lead to death and destruction was something Duskfall very much did not want to do.

Deciding to work from what she knew best, Duskfall elected to go after Twilight first. Fortunately, it was easy to get her alone under the pretense of studying. If Twilight noticed Duskfall placing more privacy wards than normal around them, she made no comment. Taking this as a good sign, Duskfall began.

“So, Twilight, you were Celestia’s student before the Nightmare. How’d you wind up as Nightmare Moon’s personal sex bunny?” Duskfall asked.

“I wish you wouldn’t say things like that…” Twilight groaned.

“What does it matter what I call it? Concubine, fuck toy, mistress, they all mean the same thing,” Duskfall said unrepentantly, “The question still stands.”

“Well, what better way to prove your domination than to take someone precious from the other? I like to pretend Celestia cared for me at least a little, even if I know that’s a lie. I was her ‘most faithful student’ just because I had a bigger mana font than anyone else. She was raising me to be an attack dog that could make nice with the public, nothing more. I couldn’t live like that but unlike Sunset Shimmer, I didn’t have the strength to break away,” Twilight looked depressed.

“Where could you have run to? You spent most of your life under her watchful eye. I don’t want to think about what she would have done if you had tried to escape and were unsuccessful,” Duskfall comforted.

“Your Celestia loved your Twilight, didn’t she?” Twilight asked morosely.

“Celestia loved all her students, but she had a special place in her Heart for Sunset and Twilight, even if it took several years and a kick to the rear to make her realize just how much she cared for Sunset,” Duskfall confessed.

“You’re half Twilight. Is it any surprise to you I’d take the Nightmare over Celestia? If we have to be intimate, then that’s a small price to pay,” Twilight said resolutely.

“You have to realize the Nightmare isn’t exactly a paragon of virtue either,” Duskfall noted.

“She’s infinitely better than Celestia!” Twilight exclaimed.

“I’m not arguing that point, but this isn’t just trying to break away from an abusive lover. This is all of Equestria we’re talking about. You can’t just settle for the lesser of two evils,” Twilight gave Duskfall a fish eyed look.

“And what? Are you suggesting you’d make a better ruler of Equestria?” Twilight asked in an accusatory tone.

“Hardly,” Duskfall scoffed at the idea, “For one thing I want to go home as soon as possible. For another, I have zero leadership skills and certainly don’t have the patience to lead a whole country. However, there is a way that might knock some sense into both the Nightmare and Celestia. The Elements of Harmony.”

“That’s impossible! We don’t have Kindness or Honesty! Loyalty is loyal to the Nightmare! How exactly would you use the Elements on the Nightmare or Celestia?” Twilight questioned.

“I’m an Alicorn. I can probably use them all by myself, at least once. I just need to know you and Rainbow Dash aren’t going to fight me for control of Magic and Loyalty,” Twilight gazed into Duskfall’s eyes for a moment, searching for something.

“You’re serious, aren’t you?” Twilight whispered.

“Absolutely. Even if it didn’t need to do this to get home, I can’t in good conscience let this world continue down the path it currently is,” Duskfall’s voice had steel in it.

“I don’t know how you plan to convince Rainbow, but I won’t fight you. Do you have a plan for if the Elements fail?” Twilight asked.

“Seal them or kill them, then stick around until you people figure out a way to move the sun and moon without them,” Duskfall decided brutal honestly was best.

“A part of me wants to insist there has to be a better way… but I grew up with Celestia and I’ve been around the Nightmare enough to know that, if the Elements don’t work, there is no other option. I’m so jealous of you, Duskfall. Not only do you have a loving Celestia and a caring Luna waiting for you at home, but you have the strength to do what needs to be done. I’m such a spineless wimp compared to you,” Twilight beat herself up.

“You survived Celestia with your Heart and Soul intact. You’re not weak. There are all kinds of strength, Twilight Sparkle,” Following her instincts, Duskfall leaned in and gently kissed Twilight. Duskfall’s heart nearly exploded when Twilight didn’t immediately pull away. The kiss was soft, gentle, and Duskfall didn’t feel the burning need that usually accompanied her kisses. This kiss was much more an expression of love than lust. Eventually, the two broke it off.

“Duskfall…” Twilight whispered.

“I’m weak too. 350 years and I still can’t let you go,” Duskfall shook her head, “I’m sorry, that was selfish of me. I can’t stay here and love you like you deserve. But don’t doubt you do deserve to be loved. You’re a wonderful person and who would know better than someone who is half Twilight Sparkle herself?”

“You’ve promised me the moon, Duskfall. Please, save this world. I don’t know if I can go back now that I know there’s something better,” Twilight begged.

“Then I better go find Rainbow. We’ve got to get this show on the road,” Duskfall couldn’t stand the idea of disappointing Twilight.

It was not a terribly difficult thing to get Rainbow Dash alone. Duskfall had been observing Rainbow these past two weeks and it was clear that this Rainbow was a creature of habit. Up with the sun, breakfast in the mess hall, a couple hours alone in the gym, starting her guard shift where she patrolled both in pairs and alone until almost midnight, and then starting it all over again the next day.

Duskfall decided to corner Rainbow in the gym. As Duskfall approached the Thestral she started casting some privacy wards. Duskfall was grateful she had taken the time to learn how to cast without lighting her horn. It made casting a lot more difficult, but it made it almost impossible for anyone without a fairly high magic sensitivity to tell she was casting at all.

“Hello, Rainbow,” Duskfall greeted the Thestral, who was lifting weights with her wings. The Thestral glared at the Alicorn and Duskfall idly thought it was such a shame this Rainbow had her mane buzzed short. Seeing that long, messy rainbow mane was a weakness for Duskfall. If only she could get her Rainbow to grow out her mane even longer…no, Duskfall was letting herself get distracted again.

“What do you want?” This Rainbow sneered.

“Well, I have a Rainbow Dash where I come from, but she’s a Pegasus and you’re a Thestral. So I’m wondering what that was like, seeing how Thestrals in this world were created by the Nightmare,” Duskfall charged ahead.

“And what are Thestrals like in your world?” Rainbow was doing her best to sound disinterested, but Duskfall knew her tells.

“They’re a subspecies of Pegasus, nothing more complicated than that. Back at the dawn of Pony history, sometimes a Pegasus mare and a Dragon drake would mate and the results, on the rare occasion fertilization did occur, was a Thestral. Eventually this happened enough times for the Thestral population to become self-sustaining. They’re much rarer than any of the three main tribes, but you have at least a family or two in every town,” During Duskfall’s explanation, Rainbow had slowed to a stop.

“Thestrals aren’t…hated in your world?” Rainbow asked quietly.

“The average pony thinks Thestrals are super cool, with their draconic heritage and all that. I know one or two who live in Canterlot who loved playing up the ‘mare of mystery’ angle that came with being a rare subspecies. Little Twilight loved them dearly; they were always willing to answer her questions about Thestrals. So no, Rainbow, Thestrals aren’t hated,” Duskfall replied.

“Growing up was hard,” Rainbow started talking, “My folks and I lived about three miles outside of what eventually became Appleoosa. It was just us, hunting and gathering our food while Mom had a small garden groundside. It wasn’t bad or anything, with just the three of us, but eventually the loneliness got to me. Once I turned 13 and got my Mark, we went to annual gatherings, of course, but that wasn’t enough for me. Didn’t help I’m mostly into mares and everyone tried to keep forcing me to be with stallions. So when I turned 18 I packed my stuff and moved to Ponyville. I was even willing to drink that awful potion that made it so I could pretend to be a Pegasus. When the Queen returned and I realized it was really, truly her, I was just so happy…”

“I can’t imagine what it must have been like for you. If you’re anything like the Rainbow I know, you don’t just thrive on attention, you need it,” Duskfall had a brief internal debate before proceeding, “I don’t know what dreams you had as a filly, but my Rainbow made it into the Wonderbolts.”

“She did?! Wait, of course she did, if she’s me then obviously she’s awesome,” It was so adorable to watch Rainbow preen over her counterpart’s accomplishments as if they were her own. Rainbow then deflated a little, “Look, I’m not a complete idiot. I know you want to do something to Queen Nightmare. She’s given Thestrals everywhere everything they’ve dreamed about for a millennium. I can’t help you. She’s the one who created the Thestrals and has always done her best for us. I know you’re an Alicorn and can probably make me a smear on the floor, but I’ll fight you if I have to!”

“Rainbow, I don’t want to fight you or hurt the Nightmare. I will admit that it’s a last ditch resort, but I’d much rather heal the rift between the Nightmare and Luna. If I can get Celestia to pull her head out of her ass at the same time, all the better. What Celestia did to the Thestrals is unspeakable. My Celestia would probably do everything in her power to strike down your Celestia if she ever learned of what happened. But I’m not here to institute a bloody revolution. I just want to help make everyone’s lives a little bit better if I can. I’m not asking you to stand with me, I’m just asking you don’t stand against me,” Duskfall pleaded.

“You mean it? You really only want to help the Queen?” Rainbow pushed.

“She told me herself she only plans to be here until Luna is ready to take back control. Unfortunately, I don’t think it’s that simple. So I’ll use the Elements to help. I don’t know what that help will look like though. Ideally it’ll merge Luna and the Nightmare back into a single personality. They might go so far as to craft a completely new body for the Nightmare to inhabit. I don’t know how powerful or how exactly these Elements function. I can only hope for the best,” Duskfall sighed.

“How do you plan on using the Elements? If ya hadn’t noticed, Honesty and Kindness are both missing!” Rainbow exclaimed.

“Celestia was able to use the Elements solo when she banished the Nightmare and Luna to the moon. I’m an Alicorn too, so I don’t see any reason why I shouldn’t be able to do the same,” Duskfall said with more confidence than she actually felt.

“If you’re really serious about helping the Queen…I suppose I won’t stop you. Or, well, try to stop you anyway. I don’t think I’d actually stop you. But if you do have to…have to…hurt…or even kill the Queen… I’LL NEVER FORGIVE YOU!” With that, Dash bolted out of the gym.

With Rainbow and Twilight more or less on her side, that left one last thorn in Duskfall’s side before she was ready to move with her plan. It was time to neutralize Lighting Dust.

For this mission, Duskfall decided to cloak herself in some stealth spells and observe the Pegasus more directly. From the outset it was easy to tell that where Rainbow was a soldier, Lighting was a warrior. Lightning didn’t waste a movement and had an aura of command about her that many lesser ponies would immediately bow to. None of that fixed her truly dreadful personality.

The Rainbow Dash Duskfall knew was rude in a rapscallion sort of way. Not quite a jackass with a heart of gold, but somewhere in that ballpark. It was endearing rather than off putting. She didn’t say rude things just for the sake of being rude, usually, she just had a very poor brain to mouth filter.

Lighting Dust wasn’t just rude. She was out and out cruel. Duskfall watched as Lighting Dust took sadistic pleasure in making the daughter of one of the maids cry. It set Duskfall’s teeth on edge and her blood boiling. Now it was just a matter of what Duskfall was going to do about it. Fortunately, she had a plan, even if it did go against her usual tastes. Lighting Dust deserved nothing more to be so humiliated she wouldn’t be able to show her face for a week at least.

Life was good for Lighting Dust. She was the head of the Shadowbolts, uncontested arbiter of the Nightmare’s will, and sexiest mare alive. Everyone else was lucky to bask in her presence, to hear her voice as she corrected their miserable lives. Still, it was nice to have some peace and quiet now and again. Even someone as great as she was needed her rest.

Lighting entered her room and went about removing her Shadowbolts uniform, throwing it on the bed with the Alicorn on it before hopping in the shower. A few moments later Lighting Dust’s brain caught up with what she had seen and bolted out of the shower without drying off.

“What are you doing here?!” Lighting demanded to know. Duskfall looked up at the other mare with her best wide eyed innocent expression.

“I’ve seen you looking at me with those lustful eyes, Lady Dust. I know I’m not the one you really want. You want Twilight, but I can’t help it. The way you look at me turns me into a hot mess. You’re just so beautiful I can’t help myself. Please, would you settle for me tonight?” Duskfall said in a simpering voice. Lightning Dust took the bait hook, line, and sinker. The Pegasus grew a wicked grin.

“So, you want to be my Twilight surrogate, do you? She’s the one thing I’ve always wanted but could never have,” Duskfall almost snapped then and there hearing this bitch refer to Twilight as a thing, “A Twilight with wings? I’m going to ruin you for anyone else~”

“Oh, thank you Lady Dust!” Duskfall cried. The bait had been taken. Now it was time to reel her in and snap the trap shut. Duskfall lay on her back and opened herself up while Lighting climbed up onto the bed, still dripping from her aborted shower. Duskfall didn’t move until Lighting Dust placed her marehood directly over her face.

“Lick Bitch,” Lightning ordered. Normally such an order would drive Duskfall wild, but from Lighting, she felt nothing. Still, Duskfall had expected this and was prepared to play along until she could turn the tables. Arrogant pricks like Lightning who thought they were so much smarter than everyone else were so easy to manipulate. Drawing upon her experience, Duskfall began to eat out Lightning.

Duskfall was going to spare no effort in making Lightning turn into a quivering mess. Subtly using transformation magic to make her tongue longer, Duskfall made sure to quickly find Lightning’s most sensitive spots. Duskfall hated to use sex as a weapon like this, but if anyone deserved it, it was the cunt above her. She felt no pleasure from hearing the squeaks and moans of Lightning Dust. Soon, Lighting had her first orgasm of the night.

“You’re not half bad. Almost worthy of becoming my personal cum dump,” Lightning Dust taunted around some light panting. Duskfall made her move while Lightning was still coming down off the high of her orgasm. In a single movement Duskfall was on top of Lightning, pinning her to the bed with her superior Earth Pony strength. While the Pegasus was struggling, Duskfall gave herself a cock. It wasn’t fully functioning, Duskfall didn’t want to make Lightning pregnant, but Lightning didn’t have to know that. Lightning Dust froze in shock as her struggling caused her to brush up against Duskfall’s new appendage.

“Y-y-y-you didn’t have that before!” Lighting squeaked. Honestly it was surprising how many of these so called ‘doms’ flipped into perfect little subs as soon as someone applied a little well placed pressure.

“Oh, Lighting, you’ve been a very bad girl. How many little fillies have you sent crying to their mothers? Does it make you feel powerful? Do you touch yourself at night thinking of all the awful things you say and the pain you cause? I’m afraid I’m going to have to break you of that nasty habit~” Duskfall cooed.

“A-answer me, dammit, why do you suddenly have a dick?!” Lightning feebly shouted.

“Are you sure you’re in a position to be making demands?” Duskfall smiled to reveal predatory teeth, sharp and ready to tear into meat, “I taught myself some transformation magic a while ago. You smell so good, Lightning Dust. I don’t know if I want to eat you or make you have my foals~”

Lightning Dust tried to struggle free with renewed vigor, but it was no use. Duskfall was just so much more powerful than she was. Lightning didn’t want to be impregnated by some half-stallion mare that looked like Twilight! Lightning didn’t want her to breed her and make her the mother of a bunch of snot nosed brats! Lightning only like mares! ONLY MARES, GOT IT?! As if reading her mind, Duskfall giggled.

“I think a little bit of motherhood is just what you need to fix that awful personality of yours,” WAS SHE READING HER MIND?! Duskfall lit her horn and secured Lighting with magic, “You know, I think I will eat you, at least a little, before filling you up with my baby batter.”

Duskfall slid down and bit into Lightning’s teats. Lightning screamed in a horrible mix of pain and pleasure as Duskfall’s teeth barely broke skin. The Pegasus trembled as Duskfall seemingly lovingly lapped and slurped at the blood she had drawn.

“Stop! Just fuck me and get it over with!” Lightning begged as she continued to writhe.

“What was it you said to me earlier? You were going to ruin me for anyone else? Turnabout is only fair play, isn’t it? I’m going to break you and make it so you think your only purpose in life is to please me and bare my children. Doesn’t that sound wonderful?” Duskfall was lying, but her Insanity pulsing so close to the surface made her words sound all the more believable.

“NO! No, I’m sorry! I swear! I’ll make it up to everyone I’ve ever treated like dirt!” Lightning was going to say anything to get out of her current perceived situation. Duskfall was fully aware of this and equally aware of the Pegasus’ lack of sincerity.

“You’re not really sorry…but you will be,” Duskfall in one swift motion captured Lightning’s lips with her own. Unlike the kiss she had shared with Twilight, this one was purely animalistic. Duskfall dominating Lightning’s mouth with her changed tongue left the Pegasus feeling things she had never felt before. With a wing, Duskfall gently swept her feathers over Lightning’s teats and cunt. Centuries spent making others feel good were now paying off. Duskfall used her wings and hooves to pay attention to every sensitive spot Lightning Dust had, all while continuing to make out with the Shadowbolt. Duskfall took great care to keep Lightning just at the very edge of orgasm.

Eventually, deciding Lightning was lust addled enough, she broke off the kiss. Duskfall was pleased to hear a needy whimper from her victim. They had been at this for almost a full ten minutes. Lightning wasn’t in any real danger of breaking. Such conditioning took months or even years without spells and even spells wore down over time. However, this wasn’t something the average layperson knew. If Lightning believed she was becoming conditioned to be a good little slut then that would be sufficient punishment. Duskfall placed her dick in Lightning’s face, lightly smacking the Pegasus with her length.

“You know what to do,” There was a grim sort of satisfaction watching Lightning obediently take the Alicorn’s shaft into her mouth. In her years of sexual debauchery Duskfall had given many, many blowjobs. Yet she had been on the receiving end significantly less. Even so, Duskfall could tell Lightning had no clue as to what she was doing. It was almost painful how hard Lightning was trying to suck down her cock. Still, acting like she enjoyed Lighting’s effort was no strain on Duskfall’s acting abilities. Gently guiding Lightning’s head so as to not hurt her, Duskfall began to face fuck the Pegasus. Duskfall took great care to not push past Lightning’s uvula, so it was greatly unsatisfying, but that wasn’t the point of this exercise. Lightning was so out of it that she tried to mumble something around Duskfall’s meat.

“Yes, Lightning, you’re doing an excellent job,” The lie fell effortlessly from Duskfall’s lips. Duskfall almost felt disgusted with herself for the pleased look her answer evoked in Lightning. Then she remembered all the times in just the past two weeks Lightning had forced a maid to sleep with her and that feeling of guilt vanished. Deciding not to suffer Lightning’s oral skills any further, Duskfall self-triggered an orgasm, sending impotent spunk down Lightning’s throat. Duskfall pulled out to allow her unwitting partner a chance to breathe. It was almost cute how concerned she was with swallowing as much as possible. Duskfall almost wanted to stay until morning just to see the look on Lightning’s face when she realized that she could, in fact, still think for herself and that her every thought wasn’t consumed with Duskfall.

Putting those thoughts away with a promise to herself to leave a recording enchantment before she left, Duskfall moved her still semi-hard cock down towards Lightning’s snatch. There she kept it hovering, barely kissing Lightning’s lower lips and sending spasms through the Pegasus. She had been denied for so long she was already on a hair trigger.

“Beg me for it,” Duskfall commanded in a husky growl.

“Please, mistress, give me your cock! I need it so badly!” Duskfall barely managed to avoid bursting out in laughter at such a line. She had a role to play and would continue to play it until Lightning passed out from pleasure.

“As you wish, my good little cock sleeve,” Duskfall purred, content to exchange cheesy line with cheesy line. She then buried herself to the hilt in Lightning Dust. Lightning screamed, the sudden insertion such a shock to her system that she came then and there. Duskfall was no stranger to the feeling of a female having an orgasm while she was inside with a cock. Sadly the feeling, one Duskfall usually associated with her joy of making others feel good, was completely lost as she stared into Lightning’s face.

As Lightning rode out the orgasm, Duskfall began the usual pumping motions. Using one wing to tease Lightning’s clit and the other to more firmly brush against her teats, Duskfall made sure to make Lightning feel as good as possible. This was supposed to be punishment, true, but that didn’t mean Duskfall had to be a barbarian about it.

Lightning mewled and moaned under her like a horny teenager experiencing their first time. Duskfall supposed it might very well be the first time her partner was actually devoted to her pleasure as opposed to doing the minimum out of fear and disgust. As unlikely as it was, there was also a non-zero chance Duskfall was also the first cock Lightning had ever taken.

Duskfall bit Lightning gently on the neck, drawing blood and sending Lightning into another orgasm. Duskfall could sense Lightning was very close to her limit and no matter how unskilled Lightning’s techniques were, pounding a pussy was almost certainly going to get a positive reaction. By Duskfall’s estimation she and Lightning could orgasm together and then Lightning would either pass out completely or be so out of it that she might as well be asleep.

“Lightning, I’m almost ready to give you my seed. I’m going to paint your womb white. But first, I need to hear you tell me one more time how much you want it,” Duskfall whispered as she nibbled on Lightning’s ear.

“I want your foal inside me! I exist for no other reason than to serve you and be a brood mother to your children!” Lightning Dust screamed pathetically.

“What about the Nightmare? Aren’t you supposed to be her enforcer, loyal only to her?” Duskfall needled.

“NO! Only you! You are my everything! Please, Duskfall, I will follow you anywhere, give you my all, just make me the mother of your babies!” To Duskfall’s eternal surprise, she felt Lightning mean every word. Not just in a lust addled begging for Duskfall to finish breeding her, but the first embers of true loyalty. Duskfall was so fucked. Duskfall had made a mistake a miscalculation. If Lightning truly became loyal to her then Duskfall couldn’t stand the thought of abandoning the Pegasus. Duskfall had to finish this quickly and hope Lightning forgot in the morning.

“Here it comes,” One final push and both ponies made noises of release as their orgasms overtook them. Just as Duskfall had predicted, Lightning fell asleep almost immediately afterward, mumbling something incoherent. Duskfall untangled herself from Lightning and returned her body to normal before getting off the bed and moving into the shower. As the water washed away the evidence of her depravity, she thought.

Duskfall didn’t know how she wanted to play this. Should she remove all evidence and hope Lightning thought it was all a dream? No, that kind of thing only worked in cheap fiction. Should she stay with Lightning? That was problematic in its own ways. What kind of message would it send if Lightning woke up to see Duskfall the morning after? Assuming Lightning remembered her burgeoning feelings of loyalty, seeing Duskfall sharing a bed with her would probably only reaffirm those feelings. Duskfall’s only hope was to go back to her own room and hope the temporary feelings of abandonment might break these feelings if they did indeed exist in the morning light. Duskfall hated herself for it, but it had to be done. This was certainly the last time she’d use sex as a teaching tool. Duskfall simply didn’t have the disposition to be cruel enough to use such a method effectively.

Nightmare Moon was having the best fortnight she had had in a long time. Duskfall Sparkle was just proving to be more and more interesting. The poor child thought she was being subtle, but her behavior was geared towards deceiving Luna, not herself. If the Nightmare had indeed been Luna, Duskfall’s schemes would have no doubt gone without notice. The Nightmare’s self-satisfied grin only grew again as she recounted that morning’s breakfast.

It had started off normally enough, but then Lightning Dust of all ponies had entered the dining hall unannounced and promptly sat beside Duskfall without a word. The poor Alicorn had very nearly contained her panic, but the Nightmare had caught a glimpse enough to tell. Really, subverting Twilight to her cause was one thing. The two were mother and daughter, after a fashion, even if Nightmare Moon very much doubted Duskfall was telling her the whole story. Yet claiming the loyalty of Rainbow Dash was a great surprise to the Nightmare. The Thestral clearly still loved her Queen, but Rainbow had never been the best at hiding her emotions.

That left the unmitigated shock of Lightning Dust’s loyalty changing. The Nightmare had been certain the arrogant Pegasus was truly loyal to no one but herself, yet a single night had been enough to get Lightning to defy the Nightmare, however subtly, in service of another. The Nightmare was dying to ask Duskfall how she had secured Lightning Dust’s loyalty, something which she had failed to do, but for now she was content to let Duskfall play her little game until the very end.

That was why the Nightmare was waiting patiently in the vault that held the Elements of Harmony. She was certain they were Duskfall’s end goal. Whether to try and make a way back to her home world or to turn on herself, the Nightmare wasn’t sure. Sure enough, the Nightmare’s patience was rewarded as the smaller Alicorn slipped past the security as if it wasn’t there and entered the vault.

“Magic, Loyalty, Honesty, Kindness, Generosity, and Laughter. I wish I had more time to study you, but I don’t. I have to risk it all on this gamble or things might get very messy,” Duskfall lifted the Elements in her Magic and unsurprisingly they responded. They rose out of their stony prisons and began to circle around Duskfall. She let out a sigh of relief and the Nightmare decided to play her hand.

“And what might you be doing with those, dear Duskfall?” The Nightmare asked, dropping her stealth spells. Duskfall froze in surprise, “Don’t stop on my account.” Duskfall slumped her shoulders. She knew the jig was up.

“I’m going to blast you with these Elements and see if we can’t get Luna back. I would’ve liked to wait until I retrieved Celestia and blasted you both, but I suppose this is just another gamble,” Duskfall placed a determined look on her face, ready to being the firing sequence for the Elements when the Nightmare held up a hoof.

“There’s no need to be so dramatic, Duskfall. I told you when we first met that I was looking forward to the day Luna returned. I am willing to wait while you summon our sister and blast all three of us. But perhaps we should do that away from the castle? I have no idea what state Celestia will be in and I’d rather not have collateral damage,” The Nightmare remarked.

“If you have a place in mind, I’ll gladly follow you. I’d rather avoid anyone getting hurt too,” Duskfall replied agreeably. The Nightmare nodded and teleported them both to a clearing far away from civilization.

“Would you like to free my sister or should I?” The Nightmare asked.

“You’re the one who put her in time out. I’m just an outsider butting into other people’s business,” Duskfall remarked.

“Sometimes a little bit of meddling can go a long way. As much as I like to pretend otherwise, I am not the Queen my people need. It is only Luna and Celestia, working together and in their right minds that can heal the ache that the people suffer. Prepare yourself!” With that order, the Nightmare began to free Celestia from her captivity. A minute or so later and a ball of light landed in the clearing and soon resolved itself into Celestia. Duskfall kinda wished there had been more fanfare, but there was no helping it now.

It had been more than five years since Celestia had been banished. Why was she back on Equuis? She blinked to clear her eyes while her mind dispelled a fog. She cast her gaze around and spotted the Nightmare and…a small purple Alicorn.

“Twilight..?” Anger suddenly flared in Duskfall’s gut and before she could stop herself, she was smacking Celestia across the face.

“You do not get to use that name,” Duskfall snarled. Duskfall knew it was utterly irrational to feel fury over all the horrible things this Celestia had done to her people and to Twilight specifically, but then, Duskfall was the Alicorn of Insanity.

“You are to submit yourself to the Elements. Otherwise, things my get very messy,” The Nightmare said dispassionately.

“I- What is the meaning of this?!” Celestia shouted.

“You are a tyrant, plain and simple. Curfews, banning scientific fields, burning books and other censoring, forcing your government regulated drivel down pony’s throats like the benevolent dictator you were, and ‘reeducating’ those with Cutie Marks you didn’t like. So, I’m going to hit you with the Elements, see if that doesn’t help you out. If it doesn’t I don’t mind beating the shit outta you for a little while. I don’t want to kill you, but if it comes down to it, I’m willing to do so. Make no mistake, Celestia, your days of evil are behind you one way or another,” Duskfall stated plainly.

“How dare you speak to me that way Twi-” Duskfall snapped her wings open and flooded the area with her Darkness tinged with some Insanity for good measure.

“I don’t know how powerful you Alicorns think you are, but I’ve yet to find any evidence that you’re more than puffed up normal ponies with a longer lifespan. Hi, I’m Duskfall Sparkle. Unlike you, I’m an actual goddess. I will speak to you any way I damn well please. Now you can either shut up and behave yourself and let me hit you with the Elements alongside your sister, or I can hit your unconscious body with the Elements. Either way works for me,” A sunny day had gone black as night and false images flitted about in the Darkness. What unnerved Celestia the most was the sound of radio static that seemed to be getting louder and louder.

“Twilight, what-”

“I. AM. NOT. TWILIGHT! And I’m not going to let you see her again until I’m sure your head has been removed from your ass! You’ve hurt her enough. You’ve hurt everyone more than enough. So again, shut up and submit or I’ll make you,” The static was deafening, yet Celestia could still hear Duskfall’s voice clearly. The Elements of Harmony were spinning around her at such speed Celestia couldn’t distinguish one Element from another. The look in the smaller Alicorn’s eyes promised pain and bloodshed should she not comply. Even staring down Discord had not filled her with such dread.

“The Elements will do nothing to me, so I see no harm in submitting to them,” Celestia said, trying to ignore how dry her mouth was. Duskfall’s mouth twisted into a cruel smirk.

“We’ll just see about that, won’t we? Stand together you two, I don’t want to have to fire these puppies twice if I don’t have to,” Duskfall instructed. Both Celestia and the Nightmare moved to be at each other’s side. With one final stabilizing breath, Duskfall fired the Elements of Harmony.

Everything went rainbow, the world was just a sea of those colors and nothing else. When the colors faded, the Elements had done their work. A young looking Alicorn with a periwinkle blue mane was lying unconscious on the ground. A large white Alicorn was looking off into the distance, eyes unseeing and mind trying to comprehend the scope of her crimes. A wispy looking black Alicorn, as if she weren’t entirely there to begin with was frozen in place, afraid that if she moved she might vanish like so much mist in the sunlight. A smaller purple Alicorn looked over them all with no expression on her face, hiding the unimaginable pain of the Elements trying to unmake her. They hadn’t distinguished between Darkness, Insanity, and Chaos after all.

“Well, this looked to be a rousing success. You OK, Nightmare?” Duskfall asked. She was no stranger to pain.

“I…appear to be so,” Nightmare Moon replied hesitantly.

“You done being a royal bitch, Celestia?” Celestia didn’t respond and Duskfall muttered something unflattering under her breath, “She’ll be fine in three day’s time at worst.”

“What should we do about Luna?” The Nightmare wondered.

“She was like that after the Elements hit her in my world. She’ll be pretty weak for a couple months, but after that she’ll be ready to move the moon and take up her dream walking again. I’m going to have to count on you as her twin to take care of her and help her adjust to life in the here and now. In a month’s time she’ll look more or less like she did a thousand years ago, with the ethereal mane and everything. Heaven knows I can’t count on Celestia for this. Even my Celestia bungled it a bit,” Duskfall shook her head.

“Of course I’ll watch over her! You don’t even need to ask!” The Nightmare shouted. Duskfall smiled at how earnest she was being.

“Well, using the Elements all by myself took a lot out of me. I’ll wrap things up tomorrow; make sure Celestia is back on the path to the straight and narrow. Oh, and Nightmare? Unless I’m very much mistaken I’ll be leaving soon. I still intend to have that threesome with Twilight and you. Goodnight,” Duskfall teleported to her room and collapsed onto her bed. Summoning what few scraps of Darkness were left within her, Duskfall created a cocoon of Healing Darkness around herself and let herself drift off to sleep.

Two days after the use of the Elements, Duskfall was preparing to leave. She had had the threesome with the Nightmare and Twilight last night and was now ready to return home. There was one minor problem. Duskfall didn’t know exactly how or when to trigger her return home. There was also the issue of Lightning Dust following her around like a lost puppy.

“I will follow you even into death, Lady Duskfall!” Duskfall didn’t know how to take this sudden fanatical devotion, but if she could guide Lightning into becoming a better person, then it was her moral obligation to do so. In any event, there was one person to talk to who could probably help her: Discord.

So it was that Duskfall, Starlight Glimmer under a sleeping spell, and Lightning Dust all teleported to the statue garden in Canterlot. It was easy to find Discord and feed a little bit of Insanity into his prison and shatter it like so much glass.

“I’m free! Finally, after all those long, boring centuries!” Discord crowed. Immediately he began warping and twisting the fabric of reality. Lightning tried to put up a brave front, but the creature before her terrified her. Duskfall simply rolled her eyes and let out a pulse of Wild Darkness. To her surprise, instead of merely sending a message, the Wild Darkness devoured the Chaos Magic, returning everything back to normal. Was this Discord playing around or was he weak from his imprisonment? The draconequus snapped his attention to Duskfall.

“Hello, Discord,” Duskfall greeted neutrally.

“And who, pray tell, are you?” Discord was really trying to play up his menace, but Duskfall was unimpressed.

“Duskfall Sparkle, Alicorn goddess of Darkness and Insanity. Pleasure to make your acquaintance, greater spirit of Chaos Discord,” Duskfall replied diplomatically.

“I don’t know what you’re talking about. I am Lord of Chaos! All is my domain, to do with as I please!” Discord boasted.

“You literally just saw me smack around your Chaos Magic with nary an effort. Are you just not taking this seriously or are you seriously this weak?” Duskfall taunted.

“Lady Duskfall, why are you antagonizing him?” Lightning whispered in Duskfall’s ear.

“Because Discord is a sad, lonely old fart and the sooner he realizes this, the better for everyone involved. Dissy, you need a friend whether you want to admit it or not,” Duskfall was starting to strongly suspect she had been dumped in a relatively low powered world. Without a Fluttershy to tame this savage beast, Duskfall just had to charge straight ahead the only way she knew how.

“I do not need friends, little pony,” Discord growled, “Perhaps you need to learn to respect your betters!” Discord reached out and poked Duskfall in the head. She could feel him try to infuse her with Chaos Magic, but he might as well have been trying to soak her with an eye dropper. Even just her Healing Darkness was enough to neutralize his Chaos passively. Duskfall was sure that if her Discord could meet this disgrace he’d have some colorful words.

“Are you quite finished?” Duskfall asked a moment later, “Something you don’t seem to realize is that I come from a pond with much bigger fish than you. You’re trying to put out the sun with a matchstick. You look and sound like my friend, but your attitude and your power are nowhere close. You’re just a pale mockery.”

Discord was livid beyond words. How dare this pony claim he was inferior in any way! He would put her in her place! Discord gathered his power and lashed out with pure Chaos. Reality howled in protest and everything in the blast’s path became twisted or unmade. Even his best effort was swallowed whole by Darkness. Discord was shocked. Who was this Alicorn? He had easily played with Sunbutt and Moonbutt, yet this unknown was taking everything he could dish out with seemingly no issue.

“Before there was Chaos or Order. Before there was Life or Death. Before there was even Light, there was Darkness. Don’t feel too bad, Discord. Even if we were closer to the same power level, I’d still be able to consume your Chaos. It would certainly be harder and take me longer, but since I have two others I need to be watching over I don’t have time to play with you. And just so you don’t feel too bad, the Discord I know would’ve been able to keep up and my Celestia can still snuff me out like a candle. Like I said, I just come from a rougher neighborhood,” Duskfall said apologetically.

“How exactly is that suppose to make me feel better?” Discord sulked.

“It means you can improve yourself. Chaos isn’t the antithesis of friendship and mixing the two has proven to be very successful for my Discord. The Elements are more or less defunct for the moment and I have no intention of slapping you back in stone. So you now have a choice. A choice to do better, to be better, to rise up and be everything you can be! I have faith in you Discord and if you can’t believe in yourself, then believe in the me that believes in you!” Duskfall couldn’t resist.

“Did you just…reference at me?” Discord blinked owlishly, complete with owl head.

“There’s more to me than meets the eye,” Duskfall was full on smirking now.

“You’re crazy,” Duskfall thought it was rich that Discord of all people was calling someone else crazy.

“I did mention being the Alicorn of Insanity,” Duskfall said mildly.

“And what’s to stop me from taking my rightful place as ruler once you leave?” Discord asked.

“Because if you push her, I’m pretty sure the Nightmare is up to using the Elements to put you back in stone. Failing her, Luna could do it. But beyond any of that, what do you have to lose by doing it the friendship way? I mean it, what do you lose?” Duskfall asked pointedly.

“Freedom,” Discord replied simply.

“Being locked up as a statue is freedom?” Duskfall shot back, “What is Chaos without Order to appreciate the difference? Any brainless animal can smash their head into something. It takes intelligence and creativity to work in and around rules.”

“Respect,” Discord tried again.

“Respect is earned. I think you’re confusing respect and fear. Fear can be an effective tool, I admit. However, fear is not a universal constant. What frightens one might not frighten another and even fear can become fury. Fury that will ruin you. I believe that you will find true respect to be much more satisfying than any amount of fear,” Duskfall shrugged, “I’m not saying anything new here. This is just basic Social Contract stuff.”

“I…suppose there’s no reason to not at least give it a try,” Discord muttered, “If I don’t like it, I can simply conquer them all.”

Duskfall considered mentioning that apparently some power higher than either of them had taken some kind of interest in this world, but decided against it. Discord was fully capable of behaving himself without a sword hanging over his head.

“Before you head off on your new quest, let me write you a letter of introduction, just to smooth things over,” Duskfall offered.

“If you think that will help,” Discord said warily, “Why are you helping me?”

“Promise to myself, being compelled by both halves of my personality, wanting to see every Discord make something of themselves, take your pick,” Duskfall answered absentmindedly as she scribbled down a note. It wasn’t a long note, so she finished quickly, “Alright, there you are. I wish you the best.”

“You are a very strange pony, Duskfall Sparkle,” Discord remarked as he took the note in his claws.

“We crazies gotta stick together,” Duskfall answered simply, “That’s the best answer I can give without wasting a couple hours writing a sermon. For now, I have to figure out how to get home and I suggest that after you give that letter to the important ponies, you go find Pinkie Pie. I think you two will get along just fine.”

“Have fun with that. I’m going to see if this is all it’s cracked up to be!” Discord then literally cracked up and blew away on a stiff breeze.

“Are you sure that was wise, Lady Duskfall?” Lightning asked worriedly.

“His captivity wasn’t going to last forever. I’m merely trying to reduce the damage he’s going to do now that he is free. The Nightmare should at least treat him fairly and that’s really all he needs. Now, what about you, Lightning?” Duskfall inquired.

“What about me, m’lady?” Lightning asked innocently. Duskfall didn’t buy it for an instant. Duskfall was also under the impression Lightning was being so formal just to be a tease.

“If you come with me then it’s very unlikely you’ll ever come back here. Everything you’ve ever known will be gone. Are you sure you want to follow me?” Duskfall asked.

“I swore to follow you to death itself. I’ve never felt this way about anyone else in my entire life. What do I have here that’s so great? I have no family, no friends, no one who will so much as spare me a second thought other than ‘thank goodness she’s gone’. I’ve packed up everything I need. I’m ready to fulfill my promise,” Well, if she was that sure, Duskfall wasn’t going to stop her. Duskfall felt bad for what would happen to Lightning once the Winter Solstice came around, but hopefully Tom and Twilight would be able to pick up the slack and take care of the Pegasus for her.

“Well, I say all that, but I still have no idea how long it’ll take us to-” As Duskfall was talking a portal of some kind sprang to life before them, “I think that’s our ride…”

“Well that’s convenient,” Lightning quipped.

“Come on, the sooner I get home the sooner I can get Harmonia to get me in contact with the higher powers and the sooner I can rip someone a new one for this stunt they’ve pulled,” Duskfall grumped. She lifted up Starlight in her magic, “Ready?”

“Of course,” Lightning replied and together they went through the portal.

Celestia, Rainbow Dash, Pinkie and Maud Pie, and Applejack were all huddled around a map discussing their next move when suddenly a portal popped into existence and expelled a blur of purple that slammed into one of the walls of the castle.

“Fucking ow! That’s the last time I try thinking with portals!” The purple Alicorn complained as she peeled herself off the wall. The other occupants of the room were in silent shock. The purple Alicorn shook herself off and cast her eyes around the room.

“Hey guys, what’s up?” She asked jovially.

“TWILIGHT?!” The room exploded.

“Aw, fuck,” Was the only real response the Alicorn could give.