Honoring Her Guard

by TittySparkles

Rating: mature
Tags: Sex, My Little Pony: Friendship is Magic, Romance, Princess Luna, Original Character
Length: 4651

Luna makes a bat guards dreams come true when she seduces and has sex with him

Luna cares for her guards that patrol the city and do their best to keep order in it. Sadly for them, they feel inadequacy when it comes to protecting their princesses and the land of Equestria around them. Why shouldn't they? Their princesses were snatched by plants, their kingdom was almost overrun by bugs, and the worst part is the ponies that truly protect Equestria are six mares. Luna learns that her guards doubt themselves and decides to remedy the situation with knowledge she learned from watching their dreams.

One would be surprised to what simple acts of sex between a lowly guard and a goddess would do for ones morale and a guard named Shadow Mist is about to find out.

Editor/pre-readers- The Abyss, Skeeter The Lurker, Shadowflash, SolidFire, and Pearple Prose

Birthday gift for my faithful editor, Mikemeiers

The artist of the cover image is Kohtek. You find can their stuff on e621.net

Published 2013-12-08 21:30:07 UTC
Last updated 2013-12-08 21:30:07 UTC

Chapter 1

“Thank goodness that meeting is over,” Princess Luna said to herself as she trotted down the castle hallway, mentally exhausted.

The words left her lips in a harsh, annoyed tone, but it was an important meeting regarding certain standings in other kingdoms across the world. Trivial facts about griffons, dragons, and diamond dogs flooded her mind constantly, each scrambling to be the center of her attention. Giving her mane a flip, she shook her head to get rid of the accursed thoughts. Thankfully, it was the last important task of her night and she knew could relax for the rest of it until Celestia took over for daybreak.

“Hmm. Should I visit the dreamscape for a couple of hours?” Luna asked herself, pondering her options. Then she shrugged. “I have enough time.” She quickened her strides and trotted in the direction of her room on the other side of the castle.

Looking around the rather empty hallway, Luna’s mood lightened and she smiled; she knew nearly everyone in Equestria would be sleeping, and that the dream world would hold lots of interesting and intriguing dreams for her to explore. Yet, as much as she wanted to visit them all, Luna had a certain affinity for the more… intimate dreams. Dreams of lust, dreams of desire; those dreams she loved more than anything. She loved watching ponies conjure up romantic settings in which they seduced their lovers, or those who dreamed of being surrounded by mares. Or stallions. Or even both, depending on the dreamer. Even during the day, when her night guards would sleep, Luna would wake up earlier than usual and visit theirs.

Thinking about her night guards, Luna’s thoughts went to one in particular. Stopping in her tracks, Luna turned and looked out onto the castle courtyard to see if he was doing his nightly rounds. Walking up to the pillars separating the castle hallway from the outside, Luna scanned the area for him.

“Every day he dreams the same dream,” Luna spoke softly to herself as she looked for the glint of his armor. The stallion that she was looking for always had the same dream, day after day. She had become somewhat obsessed with visiting his dreams these past couple weeks, and she blushed as images from his last dream coursed through her mind. This guard of hers wanted to get to know her on a more intimate level, but was afraid to voice his true intentions, as it wasn't right for a stallion of his position to want such things; it just wasn't how things worked.

Her eyes stopped on the garden maze in the middle of the court yard and, for a brief second, she saw a guard navigating it. Though it was only for a second, Luna saw that familiar cutie mark and knew it was him. A small shadow surrounded by magical mist; a mark that Luna herself bestowed upon him when he graduated into her ranks.

“Ahh, my faithful Shadow Mist,” Luna whispered to herself as her smile turned into a lusty grin. “A fine stallion indeed. You’ve served under me for a fair number of years, yet you always feel you don’t service me enough.” Luna walked closer to the ground before she spread her glorious wings and got ready to take flight. “I think the dreamscape can wait for a while. It’s only fair I make your dreams come true for this night only.”

As she prepared to jump, a new thought entered into her mind. She knew she could easily fly down and greet him, but part of her wanted to test him. Closing her wings, Luna knew the perfect little test in order to see if his training was up to par. Luna took a deep breath and focused her mind to conjure up a spell she loved to use from time to time. As her horn flared up in a dark blue aura, Luna felt her body dematerialize and turn into a shroud of dark blue mist and, without any hesitation, she floated down from the castle and into the courtyard.

Down below, the sound of hoof plates clopping against the ground filled the quiet air. Shadow Mist’s eyes were sharp as he made his nightly rounds, his spear rested on his back, ready to defend himself if the need arose. Though as ready and vigilant as he was, his heart was heavy with doubt.

“Why do we even bother pretending like we matter,” Shadow Mist spoke softly as he stopped for a second and sat on the ground, his head held low. “We couldn’t even protect our princesses when a bunch of overgrown vines snatched them from the castle!”

The guard stared at the stone fountain before him before turning his eyes upward even more. Staring at the sky, he saw constellations lighting up the heavens and knew his princess had made the night beautiful. The sound of water splashing from the nearby fountain caressed his ears, but it did nothing to assuage his fears and doubts.

It was something all the guards were going through. They had all started to doubt their abilities when it came to protecting Canterlot. They failed to protect Canterlot from being invaded by bugs, and they even failed to protect their princesses from a bunch of overgrown roots. Many were heartbroken and felt strong senses of inadequacy in their training. A few had left the guard while the rest stayed, wondering why they didn’t either.

Shadow Mist sulked, his head down, until he felt a presence watching him. Perking his ears up, Shadow Mist grabbed his spear and rose to his hind legs, ready for a fight.

“Show yourself!” he bellowed as his eyes scanned the area.

There was silence, but Shadow Mist knew the presence was still about and, as he turned around, he saw an odd mist-like substance swirling around the fountain statue. Eyeing his foe, he knew his weapon would be useless and instead let off an ear piercing screech. The mist froze and vibrated wildly until it came to a stop on the head of the statue and started to materialize into a body.

“Who are y-ah! P-Princess Luna!” Shadow Mist started to shout, but he quickly stopped as the mist itself took the form of his ruler.

“Not bad. You sensed me even before I could reach the top,” Luna replied softly.

“I-I’m sorry my princess! Is… is your magic alright?” he stammered out as he brought his weapon back and stood at attention.

“Though your shriek was dead on, I can still use my magic,” Luna told him as she lit up her horn, relieved. “Your attack was justified. I should have known better considering the recent events that transpired,” she added on as she put a smile on her face and trotted towards him. “Relax yourself, Shadow Mist.” Her words were followed by the feeling of a hoof against his chin, gently guiding it upward.

As his eyes met hers, Luna could see the worry in them before she pulled away and sat on her haunches.

“You seem troubled as of late. I suspect you and much of the other guards still blame yourselves for what happened?” Luna spoke in a softer tone, doing her best to match the voice of a caring mother.

“I’m sorry your majesty,” Shadow Mist replied as he calmed down but still stood at attention. “It’s just… what exactly do we guard anymore? We can’t protect our princesses from plants and we couldn’t even halt an invasion by a bunch of insects.”

Luna said nothing, knowing very well that question was what plagued the minds of many. The town rumors didn’t fall on deaf ears either, on the occasional day she would take the form of a simple pony and trot around Canterlot to see how the townsfolk lived. More often than not, Luna overheard gossip being exchanged and many of the times the topics of interests were how sloppy the guards were.

“Don’t be burdened by those thoughts, Shadow Mist. The plunder plants were seeds woven by Discord back before he was reformed. They were cunning and knew exactly what to do, thanks to the knowledge their creator gave them.” Luna started to walk around her guard, staring forward as she spoke. “As for the changelings, they had a much bigger army than even Celestia and I had imagined. Even with all the guards fighting, we were all outnumbered four to one.”

“But… even when we are outnumbered, we should still be able to protect you,” Shadow Mist said as his eyes followed her.

“Oh, you had me protected quite well,” Luna chuckled, knowing she slept through the entire invasion without being woken up. "I had given you orders to let nopony disturb my rest, and you did exactly that."

“But our orders were to protect the kingdom as well and we failed that.” Shadow Mist lowered his head again in defeat.

“You were outnumbered and fighting creatures that could change form at will. Even though you were outmatched, you never gave up your position and kept me safe.” Luna stopped and sat at his side as she opened her wing and rested it across his back.

Shadow Mist lost his words for a moment at the touch from his princess and looked up with nervous eyes. The last time she touched him was at his graduation when she had transformed him into a bat guard. As nervous as it made him, Shadow Mist saw the soft, gentle look in her eyes and relaxed himself.

“But… we couldn’t protect your sister from being harmed,” Shadow Mist added, remembering hearing about the duel the changeling queen and she had. “Your sister almost got her horn burnt off.”

“My sister did what she had to do, but you need to stop placing blame on yourself. You keep order on the streets and protect ponies. That is what I truly ask of you and the rest of my guards, and that’s what you have done.” Luna lowered her neck and gave her guard a small nuzzling across his mane.

Shadow Mist blushed and his slitted eyes widened.

“I also feel that I don’t give my troops enough attention as well,” Luna quietly murmured as her voice became quiet and more enticing. “I feel I should spend some one-on-one time with each of you. Don’t you agree?”

“P-princess I… That’s your decision and I-I should have no say in it,” Shadow Mist stammered, unsure of exactly what he should do.

“My decision, you say?” Luna asked as she pulled away and lit up her horn and brushed her celestial tail against his chin. “Well, I think the next action of mine should answer your question quite nicely.”

“Princess what are you—Ah!” Shadow Mist stopped mid-sentence as he felt warm, magical energy touching delicate spots along his back. His body tensed and froze up, but as the magic started to move downward, his legs became wobbly and he felt like he was going to melt. Watching her guard tremble under her touch, Luna couldn’t help but chuckle as she stopped her magic near the base of his tail.

“I also feel certain guards of mine deserve greaterattention than others,” Luna told him as she circled around the frozen stallion and stared at his tail. “Guards who dream of servicing their princess in a more intimate manner...”

“Princess, this isn’t-“

Luna once again cut him off and started to use her magic to rub circles around the base of his tail. As her magic continued to work, Shadow Mist’s tail shot straight up and he found his forelegs starting to weaken from the touch. Doing his best to not accidentally bend over and give Luna a full view of his rear, Shadow Mist steadied his back legs and stood still.

“This isn’t what?” Luna moved close to him and ran her hoof over his sturdy back, before letting her magic travel along with his jet black tail. “Right? Princess-like? Orderly? Hmm?”

“T-this isn’t r-right; it’s not proper,” he said as his expression scrunched up. Moments later, he felt the sudden urge to bend over rise up, but he fought against it.

“What’s not right about it?” Luna asked him as she spoke in a tone that was almost too casual to be princess-like. “I don’t see what’s wrong with a princess showing her guards how much she cares for them.”

Shadow Mist couldn’t say anything; his legs trembled like jelly and his mind wasn’t sure what to say next. Not hearing her guard address her, Luna moved behind him and ran her hoof against his hind leg. Starting at his calf, Luna smirked as she traced upwards while her magic started to stroke his tail sensually.

“I don’t mind it either, considering it lets me inspect your backside,” Luna continued as her eyes looked at the well-endowed prize between his legs that was slowly starting to harden from her ministrations.

“P-Princess…” Shadow Mist started to stammer, but found his voice quickly turning into a whinny as Luna removed her hoof and dropped her magic.

“I see you’re at a loss for words, my dear Shadow,” Luna said, tilting her head slightly. She debated what course of action would be best to take. Should she kiss him on the face, or should she try a different manner of approach? After a few moments of intense thinking, she spoke up, saying,"Do you want me to loosen up your lips?”

“I… I don’t think…”

Ignoring him, Luna moved beside him before she put her hoof to his chin. Before he could say anything, Luna moved his head and kissed his lips. As their lips met, Shadow Mist’s wings flared open and his soul almost leapt out of his body. The feeling of fear was quickly reduced to nothing as a soft moan left Luna’s lips. Shadow Mist found his body once again frozen stiff as he stared at the closed eyes in front of him, but he started to relax as he started to move his lips against hers. Before he could make an effort, Luna pulled away and put a hoof to his jaw before turning her eyes down.

“Already getting excited, Shadow Mist?” Luna’s eyes twinkled with lust as she saw his fully erect penis. “A bit of teasing followed by a simple kiss is enough to make you hard?”

A loud gasp left Shadow Mist’s mouth as he moved his legs together to try and hide his erection. Blushing with embarrassment, he looked away for something to distract his increasingly dirty thoughts.

“I’ll take your silence as a yes, then,” Luna chuckled as she wondered on how she would tend to him. “Would you like me to fix your little problem?”

Shadow Mist’s head snapped back towards her and his jaw nearly dropped to the ground in shock.

“W-what?” Shadow Mist stuttered, growing more surprised by his princess’s actions. “Surely you don’t mean… ?”

“I’m sure you know exactly what I mean...” Luna replied as she swayed her tail behind her, dragging his eyes toward it. “I’ve watched your dreams enough to know what you like, Shadow.”

“Do… you truly mean it?” Shadow Mist’s words left his throat. “I… I don’t feel this is right.” His heart raced non-stop, the line between desire and order starting to blur in his mind.

“Don’t worry. There is nothing wrong with this.” Luna lit up her horn and used her magic to push against his chest, causing him to rise upward and fall back onto the ground with his back against it. “I wish to show you how you deserve to be treated.”

Shadow Mist silenced himself but found he was starting to get overcome by his own excitement and fear. Feeling the longing gaze from his princess, Shadow Mist swallowed his fear and slowly nodded his head.

“If-if that is what you desire of me, then I shall obey,” Shadow Mist finally spoke. He couldn't help it, but an eager grin found its way onto his face.

“Good,” Luna replied as she slowly moved over her guard’s smaller body and let his erection brush against her inner thigh.

Shadow Mist tensed up for a second and his leg twitched slightly, before he took a deep breath. Looking up, Shadow Mist waited patiently as Luna moved her rear back and let her slightly wet lips brush against his erection. Both trembled as their privates touched and Luna grew more excited as she pressed down. As she moved down, she started to rock her hips back and forth.

Not the greatest of sizes, but certainly something to be reckoned with. Luna thought to herself as she stared at the tip of his erection. As she worked, Shadow Mist couldn’t help but stare into the sky and smile as the reality of the situation started to settle in. He was going to fuck a princess in real life and not settle for some cheesy dream. He had the real thing and it only got better as Luna pushed her body up a bit and placed the tip of his cock against her hot and wet hole.

“Please tell me this isn’t some cruel dream,” Shadow Mist muttered quietly, feeling his heart almost explode out of his chest.

Lowering herself down, Luna moaned as she started to lean forward. She looked down and smiled at the stallion clenching his eyes and trying to not let his jaw stay open. Fighting it proved futile, and Shadow Mist awed as he felt the rather tight hole wrap around his throbbing erection, keeping it nice and snug inside of her.

“Does it feel like a dream?” Luna asked as she continued to insert it into her.

Shadow Mist held in a groan and let his body go limp against the ground before bracing it. He wanted to answer her, but the words got lost in his throat even though his mouth was fully agape. Instead, he moved his hooves up and placed them against Luna’s slender legs and wiggled his hips a bit.

“It feels too good to be a dream,” Shadow Mist finally spoke up as he looked up at her face.

“It only gets better.” Luna smirked before she gave her butt a swift push and put the rest of his erection inside of her.

Luna moaned while Shadow Mist cursed under his breath at her sudden actions. His face scrunched up and his eyes clenched so hard it hurt. His heart continued to race, and it showed no signs of slowing down as the feeling of her inner walls started to clench tightly around his erection.

“Mhmmm, am I tight enough for you?” Luna asked in a playful tone as her immortal heart started to race as well.

“Very,” Shadow Mist replied as he gave his hips a small thrust. “Tighter than I ever dreamed.”

Luna chuckled softly as she started to move her hips from side to side, letting her pussy sway his dick around like a joystick. Her actions earned her a small groan of pleasure before she felt him buck upwards, causing her to moan. Shadow Mist repeated the action and Luna couldn’t help but smile at his eagerness to plow her senseless.

“Better hold on, you’re about to get the ride of your life,” Luna told him as she felt his hooves move to her ass.

Shadow Mist steadied himself as Luna slowly pulled her quivering pussy off of his dick before slamming it back again, quickly falling into a steady rhythm. She let out a loud moan before she started to coo and smile at her guard’s face. Shadow Mist could only smile back as he felt her slender frame shiver on top of him.

“I’m so happy I have a well-endowed guard,” Luna said to him as she craned her neck slightly and gave his nose a playful lick as she worked. “Almost tempted to break my princess-like tone and scream for it like a mare in heat. I know that’s your fetish.”

“Oh gods, please do,” Shadow Mist muttered under his breath.

Luna heard his voice and started to open her wings, straightening her body up. Riding his dick with gusto, Luna rested one hoof against her mane and the other just above her pussy and was ready to scream for him until she remembered another guard could hear her. While the thought of getting spit roasted between two guards was appeasing—and something she would consider for the future—Luna lit up her horn and placed the area in a sound proof bubble. Blocking their voices from leaving the area, Luna knew she could truly enjoy herself.

Though Shadow Mist was watching Luna, seeing her horn light up, he wasn’t sure what it was for until he noticed the area around him shimmering with magic. Before he could ask what she did, Luna let out a loud moan and gave him the dirtiest look she could give.

“I feel like a spoiled princess,” Luna whimpered with lust as she stopped for a second and grinded her hips against his body, starting to flap her wings in time with her riding motion. “You should treat me like one because you know you want to.”

Shadow Mist smirked at her voices and knew exactly what to do. Just as she rose up to mid bounce, he quickly slammed his dick up, meeting her halfway. The action made her falter a bit, but Luna kept her pace and rested her hooves against the breastplate of his armor. Noticing he was still wearing it, Luna lit up her horn and practically ripped it off in order to rest her hooves against his chiselled chest.

“No need for that silly piece of armor,” Luna chuckled.

Both continued on with their sex, Luna growing more and more vocal with every bounce and Shadow Mist getting closer and closer to cumming. Sadly for him, he found himself getting too close, too quickly. He wanted to slow down, but the tingling sensation in his loins told him his climax was approaching.

“P-princess, I’m going to… cum!” Shadow Mist warned, rather upset that he wouldn’t last for even a few minutes with her.

From her position, Luna looked down at his face and noticed he was panting with excitement, but he also had a look of embarrassment. She wanted to make a remark about him not lasting long, but decided it wouldn’t be right to criticize his endurance. She did remember she was his dream mare; and a pony revered as a goddess; if the roles were reversed, she would be cumming rather quickly as well. Slowing herself down, Luna stopped completely and leaned into his face before giving him a kiss.

“Don’t worry,” Luna told him, her words soft and sweet. “I’ll make it a good finish.”

Shadow Mist relaxed, though his hind legs fidgeted for more movement, and was greatly relieved she wasn’t disappointed or angry with him. Though he only stayed relaxed for a second—as Luna started to bounce again—Shadow Mist braced himself for the surging sensation quickly building up. Despite being a bit upset he was getting close, Luna started to noticed that her own orgasm was approaching as well. Though it wouldn’t happen before he finished, Luna got an idea and lit up her horn.

“Shadow Mist, I’m… going to try a spell on you,” she moaned in between breaths. “It’s something that will make you last as long as me.”

Unsure of what she was doing, Shadow Mist was about to ask her but felt her magic wrap around his slick erection. The only response he gave her was a deep moan of pleasure; the feeling of his erection wrapped in both magic and flesh was the greatest feeling he ever felt. In response to her magic, Shadow Mist started to buck wilder and wondered what exactly she did.

“That’s my good guard,” Luna moaned as her cheeks grew darker with blush and she decided to let him take over. “Keep going and don’t stop!”

Shadow Mist did exactly what he was ordered to do. He made sure every upward thrust was deep, making Luna moan every time he hilted inside her. She whimpered, she moaned and, eventually, she started to scream for it, and Shadow Mist just smiled and grunted as he felt her tight cunt continuously clenching his dick. Eventually he felt the point of no return pass and the surge of cum was ready to explode from his being. He waited for it, never stopping his motions, but it never came for him. He could feel it building up more and more inside of him, ready to burst. Though it was a bit painful, Shadow Mist was in the greatest bliss of his life.

Looking up with blurry eyes, Shadow Mist saw Luna staring up into the sky, screaming with pleasure as she rode his dick to the glory of her heart’s content. She felt her climax swiftly approaching and knew that they would climax at the same time. She would make them both equals if not for a second and their cum would dance around each other and no doubt make one of the sweetest cocktails of love juices.

“Almost there! You’re almost there!” Luna moaned loudly, her eyes glowing a bright white.

“I… feel like… I’m going to explode, princess!” Shadow Mist groaned as a bit of drool formed at the corner of his mouth.

Finally it happened. As Luna let out a deep and carnal moan, she dropped the spell and Shadow Mist started to cum inside of her. Both their inner fluids clashed with each other; the inner walls of Luna clenching his dick tightly as her pussy got filled. Both closed their eyes and bit down on their lips and Shadow Mist plowed every last drop he could into her. Most of it stayed inside of her, but as Shadow Mist started to slow down with exhaustion, his deflating erection slipped out and rested against her firm ass.

“Oh my, princess, that was amazing...” Shadow Mist huffed deeply as he put his hoof to his chest, trying to calm himself down.

Luna sat on his lap, panting deeply as she felt her magic fatigue. Dropping the spell, Luna leaned forward and rested her sweaty body against his before giving him another kiss on his lips.

“I’m happy you think so,” Luna said with a smile as she closed her wings and laid her face on his chest. “You were… well worth my time tonight.”

Both laid in silence, letting their bodies bask in the soothing afterglow of sex. Minutes went on and neither said anything until Luna started to pull her tired body away from his.

“I should go back into the castle before anyone wonders where I went off to,” Luna told him as she stared down at herself.“You should head for the barrack showers and clean up. I think I’ll relieve you of duty for the night.” She added as she felt both their cum starting to harden against her pussy and thighs thanks to the crisp air.

“As you wish my princess,” Shadow Mist replied as he pulled his body off the grass and put his armor back on. “I… thank you deeply for what you did tonight.”

Luna moved in for another kiss, but only touched his lips for a second before spreading her wings and getting ready for flight. She didn’t say another word as she flew towards her room, letting her guard stare at the glistening backside of his princess. As she touched the open aired hallway, Shadow Mist took a deep breath as she disappeared from his view.

“Haha, holy shit,” he cackled as he fell to the ground, smiling cheek to cheek. “I just fucked a god.”