Ponyville had seen better day's since what was known as "The Fall of the Element's", many citizen's had abandoned the town, such as the Cakes and the apple family. Those who stayed lived in a state of constant fear, being oppressed by the shadow guard's and were forced to mine for gem's in the nearby mountains.

Nightmare Rarity road through the dark sky's of Ponyville in her chariot pulled by her bat-Pegasi (think the one from "Luna Eclipsed"), she passed over the dilapidated Sweet Apple Acres, once lush and full of life, now held nothing ruined apple trees. She scoffed at this as she approached sad and dull Ponyville. The few ponies who dared to actually be outside fell into a bow the moment they heard the squeaks of the chariot landing nearby. They didn't move, and they hardly even breathed. None would dare to do something to catch her attention...

"Here we are, my Queen...", Shining Armor said as he stepped out of the chariot while readying his spear, "Shall I scout ahead?"

"No, these peasant's aren't stupid enough to challenge me...", The Nightmare Queen said as she turned to the ponies bowing to her and gave them a sharp glare, causing them to shiver in fear. She chuckled in amusement as she stormed past them with her noes held high, she passed several familiar sight's, a broken down clock tower, the Golden Oak Library witch had been completely burned down, and...Carousel Boutique...all the doors and windows were boarded up.

"...", the Queen stared at her former home for just a moment before continuing on her way. They soon found themselves in front of the practically deserted Sugarcube Corner, witch was surrounded by five Shodowbolt's, "Make sure nopony enters without until I say, understand?", she told Shining Armor with looking at him before entering...

She looked around, the once colorful bakery was now dark and dim with cobweb's everywhere, as soon as she came in she felt something break beneath her hoof, looking down she saw a broken picture...of her friend's and her together...

She brought out of her thoughts when she heard a sniffle from upstairs and slowly made her towards the sound, eventually arriving at Pinkie's room, she opened the door with her magic to see the Element of Laughter sitting on her bed. While the pony resting on the bed was indeed Pinkie Pie, but not the Pinkie Ponyville had come to know and love. The mare had curled herself up into a ball on her bed, with an indent in the mattress so deep that it was clear this wasn't her first time crying like this. Her once happy, once poofy man had deflated like a tire, and her once bright pink body had lost its luster.

"Hello Pinkie."

Upon the mention of her name, Pinkie turned her head only to see Nightmare Rarity herself standing before her. But even after realization swept over her, she showed no reaction. Instead, she quietly curled back up without so much as a breath. It was clear from her fairly bony stomach that she hadn't eaten much either...

The Nightmare Queen arched a brow, she was expecting a look of horror, a scream for help, an angry glare...but instead she just sat there, "So this is how you've lived for the past three years...pathetic...", she said as she walked towards her former friend and knelt down. Slowly, she used her magic to levitate her off her mattress and stared into er eyes. Even as she was magically levitated from her spot, Pinkie didn't show even the slightest sign of resistance. She dangled limply in her former companion's aura, like a doll attached to rope.

"It must be hard, having your friend become the overlord of this land, having all of your friends split up...it must hurt soo much...", she said in an almost caring tone, but then she leaned towards her ear, "But my dear Pinkie...I can make the pain go away...", she whispered. Her offer actually caused the mare to shiver slightly, and direct her eyes back at Rarity.

"...I can give your life purpose again Pinkie, make you more powerful then you ever thought you could be.", she said as she looked her in the eye's once more, "No more pain, no more tears, I'll help you smile again Pinkie...but only if you submit to me...", she finished before putting her down and cupping her chin.

"Everything you could ever want, your at a simple commend...", she cooed in tempting, seductive voice...

The pink mare looked unimaginably confused, almost as if Rarity was speaking a completely different language. 'Power? I don't really want that...', she thought to herself '...there's only one thing I really want...I...I told myself I would never get close to anypony ever again, but...I have to know...' ,"C-can...", she spoke up, her voice extremely raspy from having not spoken in a long time, "Can you make us all...Friends again...?"

"Oh Pinkie...", The Nightmare Queen cooed as she caressed her cheek, drawing her closer to the point where their noses were touching. Pinkie was too far out of it to even notice the obvious signs Nightmare Rarity was giving her. Her mind had been foggy ever since they all separated three years ago. All she could really notice was a few of Rarity's words. "When I'm done, we'll all be together...and you can throw us the biggest party you could ever think of...all you have to do...", she trailed off as she continued to play on Pinkie's emotion's, slowly moving her hoof toward Pinkie's flank, "...is submit to me...I promise you...we will all become very close..."

We'll...all be together again?...I...can even throw them a party? That's...all I really wanted., she thought as a small smile spread across her face, and yet something didn't feel right.

Pinkie suddenly felt a strange warmth build up in her flank as the Nightmare Queen started rubbing her flank gently...she blinked several times in confusion, before she knew it her mouth was engulfed into Rarity's embrace as she give her a soft kiss. Pinkie's eyes shot open like rockets as her flat tail stiffened, and before she could even get her bearings, Rarity took advantage of Pinkie's shock and slipped her hoof under Pinkie's leg and began to tease her pussy.

She moaned weakly, trying to pull away but not being even remotely strong enough to do so, "mmmmph... R-rari... mmmmm... S-sto...mmm...", She tried to speak in between Rarity's lips, but the more she tried the more she felt like there was no point to resisting. She tried to struggle out of her magic grip regardless, but she could tell there was no point...

"Oh? I though we were friends Pinkie...", she said as she teased her pussy, rubbing her clit, "...and you love to help your friends smile...don't you?", she before giving her another kiss, this time driving her tongue into her mouth and licking the entire interior of it, "So why don't you help me smile?"

Pinkie blushed as she thought to herself, ' I...I do love to see my friends smile...it used to be all Iived for. Would this really help Rarity smile...? I'd...like that. I'd love to make somepony smile again...and maybe even smile herself...', mindlessly she ceased her struggles, allowing Rarity to do what she pleased.

Rarity giggled at Pinkie's willingness before kissing her neck, causing Pinkie to shakily sigh in ecstasy. The Queen then flipped her upside down, leaving her pussy inches away from her face, and without hesitation, gave it a long, passionate lick, causing her to gasp loudly as her pussy started to drip slightly. Her tail swished happily, landing on top of Rarity's head as it did so.

Nightmare Rarity giggled as Pinkie's soft tail brushed against her hair, "Even after all these years, your still full of energy...", she said as she continued her sexual assault on the Pink pony's pussy, tracing her tongue around the outer lips and giving her clitoris a little flick before thrusting her tongue inside her, happily swirling it around inside her and tasting her pre-cum. Pinkie moaned and squirmed as Rarity's tongue dug deeper into her, licking her slit clean as she felt a tingle swell up in body that made her shiver eagerly.

But couldn't corrupt Pinkie outright, no, that would be too easy. She wanted to see her friend begging to be corrupted, pleading to be just like her...

Before Pinkie could experience any more pleasure, Rarity stopped licking and dropped Pinkie onto the bed in an instant. Pinkie breathed heavily and eagerly as she gave Rarity a confused glance. Upon seeing her confused look she smirked, "...in order for all I promised you to happen, you must become what I am, a true goddess of the night...", she said as she circled around her, almost as if she were sizing her up, "...are you willing to take that next step? To ascend to a level of power that even Princess Luna herself failed to reach?", she asked, looking Pinkie dead in the eye's...

After Rarity explained to her, Pinkie could only look up at her with pleading eyes, "I-I just want...all of us all to be together again...to be happy...", she shivered slightly, "I'll do anything for that..."

Nightmare Rarity held back a another giggle as Pinkie pleaded to her, "Anything you say?", she said as she magically lifted her once more, causing her to Pinkie blinked several times in confusion, "I warn you, you can never go back after this...", she said as she levitated her to towards her flank, her magnificent slit was now inches away from her mouth, "...now prove your devotion to the darkness, to me...", she commanded as she pushed her flank right into Pinkie's face, "...I already ate you out, so now you can return the favor...", she finished while licking her lip's...

Pinkie hesitated for a moment, but then slowly and without a word, she leaned forward and gave a small lick as a bit of a taste test. It was...an odd taste, and it was very warm, but it also was strangely appealing. Slowly, she licked again. Then once more. She then leaned forward and planted a kiss on it, then several times along the edges. It was heavenly. She eventually lead herself into a vigorous onslaught, digging her tongue deep into her Queen's marehood.

The Nightmare bit back a moan of pleasure as she felt Pinkie eating her out, she simply smiled as and relished in the thought of corrupting her along with the rest of her former friends, "Mmmm, yessss...good girl, you truly are a natural aren't you?", she moaned out as her pink friend continued her sexual assault on her mare-hood.

She soon layed down while keeping her flank up in the air for Pinkie to lick, "Keep going Pinkie! Make see heaven and you'll soon hold the very power of darkness itself!", she screamed out as she pushed Pinkie against her flank...

Pinkie's mind raced as she continued to destroy Rarity with her tongue. As the Nightmare Queen fell to the ground and screamed in pleasure, Pinkie finally noticed...'This makes her happy...for the first time in years, I'm was making a pony feel great...I need to continue.''

As Rarity pushed her harder against her face, Pinkie dug herself deeper into the mare's slit, until her entire nose was engulfed in her. She licked, she flailed, she sucked, she kissed, she did everything she could to make Rarity feel nice.

"Yes...yes...YES! OH YES!", she screamed out as she giggled in pleasure, feeling Pinkie ruthlessly eating her out, her horn glowed with dark magic as she felt something building up, she smiled as she shoved Pinkie muzzle further into her pussy, "YES PINKIE! DRINK IT! DRINK IT ALLLLL!", she screamed as she finally unleashed a powerful orgasm all over her face, causing Pinkie to cough wildly as she did everything she could to take as much of it in as she could. Her mind felt even more fuzzy as she slurped it all down, almost to the point of passing out. But that would not make Rarity happy, so she held on long enough to get through all of it.

The Nightmare Queen pulled her away after she was done and layed down in the afterglow, dropping Pinkie on the mattress as she panted in ecstasy. after a moment of rest she used her magic to pick her up again as Pinkie licked away at the remaining spots on her face and giggled, "Oh~ Pinkie Pie...darling...you make me feel so happy...", she mumbled out, which caused Pinkie to finally smile, 'I did it...I made one of her best friends happy. Maybe there is still hope...', she thought in pure bliss as she floated towards Rarity.

"Now it's time...for you to join me...", she said as she pulled her up till her still-wet pussy was right above her horn, she cast a spell around it to make sure her sharp edge did not hurt her, "...and embrace the eternal darkness...", she finished before shoving her horn right into Pinkie's marehood, she was so lost in her own mind that Rarity's powerful horn thrusting into her was the only thing strong enough to snap her out of it. She gasped loudly, getting a grasp on her surroundings before finally figuring out what was happening...Rarity was changing her. And as scary as it was, she would let her.

Nightmare Rarity pushed further, spreading her pussy lips wide open and hitting the back of her cervix, it forcefully entered her womb, not stopping until a bulge appeared in Pinkie's stomach. Then she put her true magic to work, as she slowly pulled her horn out before pushing it back in, she would pour her dark magic into her body, slowly corrupting her mind and altering her body. Then she started going faster, pumping in a stronger dose of magic with each thrust...

The dark magic that flowed into her slit with each powerful thrust was painful: Pinkie tried to bite her lips and get through it, but she eventually began letting out brief but agonizing squeaks and screams. But she would not give up...this was just another step in the process.

"Yes! Accept the darkness! Let it flow through you body!", she commanded as she continued to push her horn in and out of her pussy, pumping more of her dark magic into her, relishing her squeals of pain and pleasure, "After this, you will know true happiness, true power!", she shouted before giving her one final thrust and pumping her largest amount of magic into her, bringing her to cum like she had never before, all the while screaming in ecstasy.

Nightmare Rarity smiled as she pulled her horn out of the pink pony's dripping wet pussy leaving her to fall to the ground in the afterglow. She allowed her to catch her breath for a little before her glowed once more, "And now, your transformation begins!", she bellowed, levitating her up once more, but this time the dark magic inside Pinkie reacted to the Queen's power as she spoke in an ancient chant:

'From another realm, through flesh and blood...

Let Darkness be reborn, within this chosen one...


With the chant spoken, a swirling vortex of magic exploded from within Pinkie Pie, forcefully transforming her into a being of darkness like the Queen herself, she grew just as tall as her, gained her own armor, her balloon cutie mark now had evil laughing faces on them.

She was now...Afterparty:

Nightmare Rarity smiled as the vortex died down, revealing the transformed pony, "Welcome to your new life in darkness, darling~", she said in a seductive tone.

Pinkie floated down to the ground in her newly found body, falling onto one leg weakly as she slowly controlled her breathing. 'Everything feels so...wrong. My body, my shape, the incredible surge of power...everything. It's feels so wrong...but it feels so right...', she thought as her body shook with pleasure. Upon controlling herself, she stood up on her legs once more. She smiled sinisterly as she gazed at herself in the broken mirror nearby, chuckling slightly, "Ah... This feels so amazing! I feel so happy and fulfilled, and yet so tranquil...it is a scale I've tried to balance for years..."

She turned to Rarity, and assumed a small bowing stance, "My dearest friend, and my lovely Queen...it is all thanks to you! You have shown me the way, and for that I am forever in your debt, even with the freedom you have granted me. Your generosity has clearly not been lost.", she looked up at her with her eyes that shimmered like a dark crystal in the moonlight.

Nightmare Rarity reached down and cupped her chin, "Rise, my friend. You are not merely my servant, you are my equal.", she said as she kissed her once more, "And together, we can show them the wonder's of darkness...", she stated before walking around her, "...but first, I need you to bring me one of your old friends, think of it as a test for your new powers...", she smirked before her horn glowed, making the map Shining Armor showed her appear on the floor.

"My sources have revealed that Applejack and her family have taken refuge in Appleoosa, I want you to go there and bring her to me...", she said as she dark magic swirled around Pinkie's body until she was back to her normal self, "With your new dark power, you can now shap-shift just as well as any changeling could, without the need for love to keep you strengthened...", she explained as the map vanished and began to walk out of the room, "...but we must make sure nopony knows of you alliance to me...", she said looking back her with a devious smile, "Once I leave you will burn down this place sneak off to Appleoosa. The Apples should be more then willing to take you in, after witch one my Shadowbolts will contact you, understand?"

Pinkie smiled deviously as Rarity treated her as an equal. They were indeed friends once more... And by working together, they would be able to get all of their friends to experience this wonderful feeling... And they would all be together, ruling for the rest of eternity...

As Rarity transformed her body back to its old shape, she gazed around at her body in surprise. As Rarity explained she could change at will, she focused her energy and changed back to her nightmare form, then transformed back to her former body, with hey happy pink mane to go along with it.

She smiled as Rarity explained the plan, nodding in understanding. "A brilliant plan, my dearest friend. I will depart for Appleloosa immediately. I do hope that you may find more of our friends in that time..."

Nightmare Rarity smirked as she left the room, "Don't worry, I will, and soon we shall all be together...in eternal darkness...", and with that she exited Sugarcube Corner, soon after that, smoke started rising from the roof seconds before the whole place went up in flames. The Nightmare Queen smirked evilly as the citizen's looked on in horror and fear as she walked by.

Much later, the Queen was on her chariot headed back to her castle with her Shadowbolt's flying by her side, "Our new 'ally' will be headed for Appleoosa. Make sure to have patrol unit watch her, but do not make contact with her unless she come's to you, understand?", the Shadowbolt's nodded in understanding before flying off.

Shining Armor sat in the chariot by Nightmare Rarity's side, having already been informed of Pinkie...or rather, Nightmare Pie's new plan. As they flew, a letter spawned in front of him, as he quickly took it out and began to read it intently. His eyes seemed to widen in horror, before rolling up the note and placing it below.

"My Queen, I'm afraid I have... Troubling news.", he spoke,"It would seem one of our troops following Twilight Sparkle and Fluttershy was detected. The creatures assisting the Element of Kindness have made stealth exceedingly difficult and... Well, Twilight Sparkle's magic has grown quite powerful, I'm afraid. He stood no chance against her magic, and no sooner than he was taken down did the two teleport away."

"However.", he spoke rather firmly. The rest of our troops were not detected so easily. So much so that one of them managed to cast a small homing spell on the pegasus...so they have not escaped us entirely. But knowing my sis...I-I mean, the Element of Magic, she will likely find out about it before long... What do you suppose we do, My Lady? Our Stealth Squadron can very easily overwhelm the two of them, but we act on your orders alone, My Queen."

Nightmare Rarity growled, Twilight always had a way of getting out of tight situation's...however...the homing spell was on Fluttershy, a nasty smirk spread across her face, "Have our Stealth Squadron follow and attack them, but make sure to separate the two. I will take care of Fluttershy myself..."

With a nod, Shining quickly jotted down a reply on his own stationary. "Right away, my Queen."

Author's Note: For those of you who didn't know, the ancient chant Nightmare Rarity used is from the fan episode: "The Union of the Elements of Insanity"