Story Created By Fimfiction user AngelGrace

Distributed By ProjectSonicX9

Enjoy...

Lilith looked around the room she was standing in. Red lines traced all around the walls and floors of the room, connected to a beating red core in the middle. The core was beating so slowly, ever so slowly…she remembered when hundreds of cutie marks had decorated these walls, those red lines wrapped around them, feeding her core. But then the Princesses had to interfere, casting her kind out. She was the last Succupony, and she was supposed to have been sealed away forever.

Luckily for her, that wasn't the case. She trotted to the wall behind the core, smiling at the six pointed star. Already, a few red lines were connected to it, yet something was wrong. There could be more, and they should be tighter…She took a closer look at the Cutie Mark, and her smile widened. "I see...this gets more delicious every moment." She licked her lips, closing her eyes.

Lilith opened her eyes again, once more sitting on her throne, looking down at the Alicorn before her. It was a beautiful sight, watching her worship her new Mistress's hooves. Already she was proving to be a wonderful servant…starting from the circle on her flank, tendrils of blackness were beginning to spread. Lilith had never seen such a malleable Alicorn before. "Look at me." She said softly. The Alicorn stopped her ministrations, looking up, eyes glowing red. Lilith smiled at her. "We really must give you a name soon."

"What for, Mistress?" she asked, head tilting inquisitively. Some things just didn't change; even with all she was wrapped up in Lilith, her new servant thirsted for knowledge, and the power it brought. That could be a useful trait...

"Names have power, my dear. When you gave me your name, in such sweet innocence, you gave me a means to begin to shape you. The name I give you will give you purpose and power, as well as further bind you to me." She put her head in a hoof, contemplating the Alicorn. "Mmm, I think I have it. Moonless Night…yes, I believe it suits you."

Moonless Night closed her eyes as the name took hold of her, a strange energy flowing over her. She nodded once at her Mistress. "It's beautiful…may I use it well in your service." She lowered her head again in respect.

Lilith chuckled. "I feel you will. Now, you are to give your name as Midnight. Always remember to hide your true name from everyone except myself." Her tail lifted Midnights chin with a shadow of love on her face. "You are mine, and I won't have others using your name to control you. Now…" she grinned, a look of hunger on her face. "Tell me about your friends."

Canterlot

Six Hours After the Disappearance of Twilight Sparkle

Princess Luna flinched as Celestia brought her hoof down to clang against the floor. She hadn't seen her sister this furious in…well, one thousand and three years. She would have preferred that time to the news she had brought her sister. It was entirely her fault, of course; she had been entrusted with guarding the relics from the defeat of the succuponies.

"Luna, I still find it hard to believe Twilight could have undone your seal, found the book, prepared the ritual, and cast the spell properly in less than a day." Celestias eyes scanned the younger princess carefully. Luna hated that look, it was like Celestia was trying to penetrate her with a mere gaze and split open her secrets. "A part of me wonders if this was truly an accident…"

It was Lunas turn to put her hoof down. "Sister, I understand your concern, but I would never release Lilith. Even…" her voice softened, a note of shame creeping into her tone. "Even Nightmare Moon knew better than to trifle with her. I am certain when I left Twilight Sparkle, the book was put away, and the seal was intact." She met Celestias probing look without fear, and Celestia nodded.

"I believe you. But this means something far more grim; somepony out there did." Celestia looked to the window, the sun slowly rising into the sky. "I would like to speak to our Agent in Ponyville. No…" she said, holding up a hoof as Luna prepared to reply. "No one knows who the traitor may be. Speak not even their Given Name. I will arrange matters. You, my sister, must rest. We will both need to be prepared if we are to defeat Lilith in time."

Luna bowed deeply, her mane nearly touching the floor. "I promise you, Celestia, I will make this right." She said, vowing it to herself as well. Lilith had been, and still was, her responsibility.

Celestia put a hoof on her shoulder, a reassuring smile on her face. "You have grown so much in such a short time, sister. I fear I don't tell you enough how proud you have made me, these past three years, or how dearly I missed you during the thousand years before."

Luna smiled at her sister. "Thank you, Sister." She nuzzled Celestia before retiring to her quarters, setting the marks of her station down with her magic. It seemed not long ago she and Celestia had helped Twilight into her own Princess Attire, and now who knows what Lilith was doing to the poor pony.

Such things would not avail Twilight now, however. Luna laid down in her bed, eyes closing as she began to drift into the realm of dreams.

She awoke in the depths of Tartarus. She had come here often, to check on the dark creatures she and her sister had cast down, as well as the seals placed to secure them, but it still gave her a chill down her spine. She walked along the path slowly, fully aware it was a dream but content to allow it to unfold as it was meant to. A towering castle soon came into view, and she entered it, the red carpet leading her directly to the throne room.

Sitting on that throne was Lilith, who smiled at her. "Princess Luna. How nice of you to grace my dreamscape." She said, her tail waving idly.

"Lilith." Luna replied evenly. She had to keep her emotions in check when dealing with Lilith, she was a dangerous foe, and a single mistake could be costly. "What have you done with Twilight Sparkle?"

"Oh, Luna, always business, aren't we?" Lilith said with a mock sigh. "We haven't seen each other in hundreds…thousands of years, really, and the first thing you want to know about is your sisters student?"

Luna held her ground "I do not have time for these games. Return Princess Twilight to her rightful place, and I will show you mercy."

"She is in her rightful place, Luna…and don't think for one moment that just because this is a dreamscape you hold all the cards." Her eyes glowed red, and a leash formed around Lunas neck, pulling her closer to Lilith. "I always preferred you to your sister, Luna. You have an appreciation for the finer things in life that she lacks…"

Luna pulled her head back, horn glowing, causing the leash to fade. "I am older and wiser than when we last met, Lilith." She countered, eyes narrowed. "I am not so easily manipulated."

Lilith chuckled at that, her tail caressing Lunas neck softly. "Oh, I disagree, Luna…you're already gazing deeply into my eyes, and so falling under my spell."

It was true; in her indignation, Luna had forgotten not to gaze into the eyes of a Succupony when they were alight. Those eyes pulled at her deeply, and her body moved of its own accord, closer to Lilith, who was licking her lips like she was about to tear into a sweet feast. Liliths hooves took hold of Luna, ensuring that she kept looking deeply into her eyes.

"Just relax, Luna…I won't hurt you. Slip deep now…" Lunas entire body relaxed as her eyes glazed over. Lilith smiled and let go of her, kissing her then leaning over to whisper in her ear. "Good girl. Feels good to submit to me, doesn't it?"

Luna nodded slowly, Liliths words floating in her head. It was nice to submit, to allow Lilith to stroke her gently. She had missed…no…she couldn't give in. She had to break free of the spell. Her horn flickered again as her thoughts collected, her heart sinking as she pushed back. She didn't want to fight, but she had to, for her sister.

Lilith didn't seem troubled by Lunas resurge of resistance, merely kissing her neck again. "This is why I love playing with you, Luna…you're soo good at denying what you really desire…" she pulled her head back, looking over the Princess. "I don't think you should tell your sister about this. Wouldn't want to worry Celestia, no?" she grinned slyly.

Luna shook her head. No, Celestia would only get the wrong impression from this. Luna had proven capable of fighting of Liliths influence, so there was no need to drag her sister into it when she already had so much on her plate. Lilith patted her head. "Goooood…" she whispered, as the dream faded.

Lilith awoke in her room, smiling. After all these years, Luna was still the same mare. She couldn't deny her strength; she was the Incarnation of the Moon after all, but Lilith knew how to press her buttons, awaken the feelings all Alicorns learned to suppress. In time, Luna would kneel to her, and her sister soon after.

For now, though, she had a task to set about. She looked to her side, where Midnight was laying next to her, and stroked her head. She had grand plans for her first follower, and Celestia herself wasn't going to get in the way of her work. She stood up, stretching. "Be back soon, dearie." She assured the sleeping mare, heading out.

Meanwhile, in Canterlot, the sun began to go down, and Luna awoke slowly, her body flushed. Lilith must have grown quite powerful to affect her dreams, but in the end, it was a dream. Luna sometimes had a hard time remembering that dreams and reality don't truly intersect.

The night would soon be beginning, and Luna hadn't even set the first stars in the sky. She had a lot to do to catch up, and so she began to brush her mane. After a few moments, though, she paused, lifting it up and turning her head.

There was a small red heart on the side of her neck…

Luna moved down the hallways of Canterlot, on edge. The wards were in place, of course, as they always were. Nopony could teleport in here, not even Lilith, so the Princesses (At least, two of them) were safe, as well as the guard. She'd have to send a note to Cadence to ensure that the wards of the Crystal Empire were in place. She didn't expect Lilith to expand there until she had Ponyville wrapped around her hoof, but one could never be too careful.

How had Lilith done it? To take Luna in her realm, in a dream, while she slept in Canterlot? Evidently, the succupony was stronger than she had given her credit for. Hopefully it wasn't too late to save Twilight…judging by the skill Lilith had shown in the dream, she hadn't lost her edge. Luna found her mind slipping back to that dream, how real Lilith had felt against her.

Voices snapped her out of her trance; she had passed in front of the throne room doors, which were tightly closed. She pressed her ear against the door, wondering why she felt she had to sneak around in the castle rather than be a part of this discussion

"Oh, I quite agree." Celestia's agent must have arrived, and the two of them were discussing strategy. Such a clever mare this one was. "We must be quite careful. I'll signal them right away! The sooner the Elements are safe, the better!" There was a rattling of hooves, and the back door opened. Luna moved away as the grand doors opened as well.

"Sister, what are you doing up so late?" Luna asked, entering the throne room. Celestia smiled at Luna.

"Just preparing. Time is not our ally in this, Luna. The Elements of Harmony will be arriving here soon, could you ensure they are taken care of and briefed on the situation?"

Luna could always tell when her sister was hiding something from her, and this time, she could guess what Celestia wasn't saying. She wanted her to stay in Canterlot. She knew that Luna had been targeted by Lilith, and feared her sister would fall to the succupony's wiles.

"Very well." was all the Princess of the Moon said, bowing her head slightly. "I will see to it personally." She touched her necklace, well aware of the mark that it hid. She would not be so weak.

A beacon of light cut across Ponyville, a brilliant star shining in the sky from Canterlot. Pinkie Pie jumped out of bed instantly, landing on the first floor. "Oh boy! We're being called to Canterlot! I wonder if it's some icky monster, or crazy pony, or maybe Twi just wants to throw us a huge party!" she was out the door, still running through the possibilities out loud.

At Sweet Apple Acres, Applejack cantered out of the house. "Wha' could be so important that it could wait until morning?" she wondered, yawning loudly. Winona came up to her, hat in her teeth. "Well, I guess I better get up there and find out, eh?" she asked, tipping it up to her head.

Above her, a rainbow streaked by, heading for the regal castle. Rainbow Dash had seen the star the moment it appeared, and had headed towards Canterlot without a moments delay. If her friends needed her help, she would be there in no time at all.

On the edge of Everfree Forest, another set of eyes noticed the star. "Quick as ever, Princess." Lilith whispered, eyes glowing a soft red. The windows of the cottage before her blacked out, and her tail wrapped around the handle, pulling the door open silently. She stepped into Fluttershy's home, closing the door behind her. Her hoofsteps were as silent as if she were walking on wool instead of hard wood, and she stopped before the yellow ponies bed. "Oh, Fluttershy…" she said, her tail stroking the mares face soothingly. Fluttershy turned in her sleep, and Lilith pressed her lips to the mares, kissing her deeply.

Her eyes opened slowly, to see a strange pony standing over her…kissing her. Normally, such a sight would bring Fluttershy panic, but for some odd reason, she couldn't even think to worry. Perhaps she was still asleep, and this was a mere dream. It was a nice dream, though, a warm one. The horned pony licked her lips as the kiss parted, her eyes glowing an inviting red.

"Fluttershy." She said, her voice dripping with unbridled lust, "Accept my gift, my love." With that, she pressed herself against Fluttershy again, warmth radiating from her as she pulled Fluttershy into another kiss. Fluttershy kissed her back deeply, her mind still a haze. Who was this pony and how did she know her name? She didn't care, all she wanted was for this kiss to go on forever.

The new mare climbed on top of her without breaking the kiss, her warm body covering Fluttershy's and making her whole body alight with arousal. Her breath was heavy as the mares tail traced over her body, sending little sparks of pleasure through her. By this point, Fluttershy was kissing her back, not shyly at all, but lovingly.

The mare smiled down at her, eyes still shimmering red as her tail found her warm, moist lower lips, slipping inside effortlessly. Slowly, but with increasing force, she began to pump the tail in and out of her. With each movement, a little squeak escaped the prone mare, her body filling up with more pleasure than she had ever known. "A-ah, please…" she gasped, between kisses, and the pony only smiled wider, her eyes having an almost hungry look as she pushed in deeper, that tail seeming to fill Fluttershy.

"Yes…" the strange pony whispered "Embrace the feelings of lust. Let them consume you." The heat mounted inside of Fluttershy, building upon itself until her whole body was trembling. Just when Fluttershy felt like she might burst, the pony lifted herself slightly, leaving Fluttershy panting for breath. The strange mare moved her head to the side, whispering in Fluttershy's ear.

"You may cum, and in so doing, become mine…"

In one smooth motion, the pony dropped unto her again, her tail pushing in powerfully. Fluttershy gasped out, the breath turning into a low moan as her body shook with pleasure. That tail kept pushing inside her, deeper and deeper, pulling more pleasure from Fluttershys core until it consumed her, flowing freely with her fluids. Her cutie mark faded slowly, replaced with a familiar magical circle, and the mare above her let out a short, lustful laugh as the mark appeared on her own flank, only to be absorbed a moment later.

She fell back on the bed, spent, her eyes glowing a soft red. Her Mistress's face appeared above her. "Time to come home, my servant." She whispered, a magical glow filling the room. The exhausted Pegasus looked up at her, her expression filled with desire and submission for her new owner. The pony smiled almost lovingly, her tail stroking her cheek and leaving a faint line of her own sexual juice as the room faded from view.

Some time later, Lilith walked through the room filled with red lines once more, smiling as she approached the wall. Three butterflies now sat upon it, red and purple lines wrapping around them, fused with the cutie mark. She put her hoof against it, feeling its presence. This was the way it was supposed to be. Fluttershy's essence belonged to her…nay, was a part of her now. Evidently, whatever force had kept her from claiming Twilight fully didn't extend to her friends. No, it was clear she would have no trouble bringing other ponies into the fold. With their essences feeding hers, she would be able to take Twilight's.

Indeed, as she turned to look at the other mark, she could see that a few of the red and purple tendrils had found purchase on the sixpointed star "Four more, and two Incarnations, to go." She said, her eyes glimmering. "Then no one can stop the return of the Succuponies…"