The Night (That Futaloo) Lasted Forever!

The wind whistled through her wings as she banked and rolled amidst the clouds. Up here, with only the cool light of the moon to keep her company, she was free to test how far the lessons had brought her. A loop around a cloud, diving down only to pull up and then twirling to a stop where she hovered, looking at the world below.

Scootaloo grinned, alighting on the ground next to her mentor. In turn, the pegasus bore a wide smile and offered a quick hug once the filly had settled herself.

"Great work, Scoots! Keep this up and the Wonderbolts will be lookin' for ya."

Cheeks lighting at the compliment, Scootaloo bashfully rubbed one hoof against the other. It's not like she didn't still have a long way to go but hearing the mare speak so highly... Gratifying just didn't seem to be quite enough.

"We'll pick this up tomorrow but in the meantime keep practisin', alright?"

She wanted to stop Rainbow Dash, her hoof even struggled to lift up to catch her attention! But instead, Scootaloo just watched as the mare gave her a wink and took to the air. Her rainbow tail whipped about behind her tantalisingly but, just as disappointingly, was not something Scootaloo could bring herself to chase after. Just like every other time.

The filly turned away from the sight, closing her eyes and hanging her head low. Just as well, really, how would she ever explain the one thing that set her apart from every other mare and filly, anyway?

About to walk home to prepare for meeting her friends, Scootaloo was shocked upon opening her eyes to see that the evening's sun had given way to the moon hanging high in the sky and all the world blanketed in its gentle light. Where there had been ponies passing by at the edge of the park there was now nothing but silence and tranquillity.

Fearful of what had just happened, the filly set herself to take to the air and make a beeline home when a voice called out from above.

"Fear not, Scootaloo, all is well!" A crash of thunder followed the voice but the cloud cover hadn't thickened. In fact, if anything, it was dissipating!

Following the sound of the mysterious, though curiously familiar, voice, Scootaloo turned about to see a figure descending against the glow of the moon. She could pick out some parts - a long bluish mane and tail, a cool-coloured coat and a wingspan that no pegasus could boast.

Her eyes widened, first in terror and then in awe, as the figure resolved itself into the very Princess of the Night - Luna.

The beats of her wings were smooth and even, her every move the very image of grace and through it all Scootaloo was utterly enthralled. She stood watching as Luna came to the ground and folded her wings against her sides, offering the filly a warm smile.

"Princess Luna! What're you doing here?" Scootaloo took off towards the alicorn, stopping only when she remembered that tackling a princess wasn't exactly the kind of behaviour that would be tolerated. At the last moment she dipped down into a bow that was ended by Luna's hoof slipping under her chin.

"We go wherever our subjects are most in need of us." The mare lifted Scootaloo's head up until she could lean in to nuzzle the filly's cheek. "Where we may aid those who are most in need of our counsel."

Realisation swept through the filly in a wave at those words and she pulled back slowly, looking up to the smiling alicorn. Everything felt... different, like she'd been moving in a daze and her mind had become clearer.

"This is a dream." Scootaloo quietly uttered, looking about her at the world - it all looked so real.

"Indeed it is. That was why thou couldst not pursue that which thou desired." Her voice was slow and calm, reassuring in a way that stood at odds against all the old tales Scootaloo had heard.

"Rainbow Dash." The filly sourly muttered, looking off in the direction the mare had flown.

Princess Luna came about, sitting on her haunches next to Scootaloo and joined her in watching the sky. "There is yet something that stands abroad of thy will." Her cerise mane whipped about as she looked up to Luna, eyes wide. "Be not afeared, Scootaloo, we know of all our subjects most secret desires and do not hold them in judgement. Just as we know of how loneliness accosts thy heart for that which causes thee doubt."

Sitting down, Scootaloo tucked her hind legs together under her haunches but Princess Luna only smiled and nodded.

"H-How? I've never told anypony about it!" A shiver rose in her, starting at her back and running the length of her body. "I don't even know why I'm like this, I just am! I-"

The sensation of a hoof coming to rest on her back stopped her mid-sentence and looking up, she saw Luna still wearing that same, gentle smile.

"We are what we are, none may change that. There is beauty to be found in everypony, Scootaloo." The edges of Luna's lips curled back, extending the smile. "If it were not so, wouldst we not have lain with thee before?"

Shock gripping her, Scootaloo's mouth fell open. It was true, she'd had a few fantasies about the Princess before but how couldn't she? Ever since that fateful night under the stairs where Luna had helped her face her fears, she had been almost equally smitten - her gentle beauty and wisdom, the strength tempered with kindness, she was no Rainbow Dash but she was... alluring.

"Uh-buh... I... That..." Cheeks burning, Scootaloo struggled for an explanation. True, there had been nights--many nights--where she'd lay abed with thoughts of the Princess to comfort her while stroking the turgid appendage between her legs but that didn't mean she didn't respect the Princess!

Luna suddenly held up a commanding hoof, flaring her wings out in the process. "We are the object of desire for many, as is so for other ponies. We neither judge nor ask that they desist." The hoof swept down, across Scootaloo's still red cheek. "And among some, we consider it quite the compliment of our mien that they hold us only in the greatest of esteem."

This had to be a dream; there was simply no way Luna could be this understanding. But looking up into those beautiful blue eyes, Scootaloo knew that it had to be her. She could recall her dreams, how Luna had acted in them and it was never this self-aware.

"S-So why are you here?" Was it to teach another lesson about facing her fears? It seemed a little cruel, considering the task that lay ahead.

"To show thee that thou art loved."

"But you love every p-mmf!" The last thing Scootaloo had expected was for Luna to lean down and kiss her, even less so to hold it after she was so surprised. A shiver ran through the filly and again when she felt a hoof rub against her own.

She could taste and smell the Princess, the faint hint of lavender from whatever soap she'd used and something like apples upon her tongue. Her tongue! As vivid as her dreams may have been before, Scootaloo had never shared a kiss quite like this one. She wasn't even sure what to do when she felt the Princess' tongue snake past her lips but when it gently entwined her own she took the chance on doing the same.

Almost as if it had a mind of its own, Luna's ethereal mane moved down around the filly's neck like a scarf. The kiss continued all the while, Scootaloo moaning softly as Luna's lips worked against her own and then shivering when the mare turned slightly to one side.

It lasted far shorter than she would have preferred, though, a pang of regret gripping Scootaloo as Luna pulled away. The only comfort was the hoof that still touched her own.

"Mmm, there is much that thou must learn, Scootaloo." Horn lighting suddenly, Luna levitated her crown off her brow and onto the grass to one side. "And if thou wouldst permit, we shouldst like to enjoin thee."

"Luna?" Was... Surely she couldn't be serious.

"We must admit." The Princess' cheeks bore the lightest touch from a blush. "Since we first met thee we have... been quite taken. Thou art a most remarkable pony, Scootaloo."

Her peytral followed next, a light snap signalling that she had undone it and then levitated it of to join the crown. Then lifting her hooves, Luna took care of the slippers that were upon them until she sat before the filly without her regalia. Somehow she looked both far more beautiful and far more alluring in this state of undress. There was an intimacy that Scootaloo couldn't deny to the sight and she crept forward, touching one of her hooves to Luna's.

"However, if our recollection is correct, thou wert larger in thy fantasies."

That much was true, too. She had always seen herself as around equal height - perfect for mounting the mare as she half lay on her bed, signalling for the filly to join her. The thought drew some stirring between Scootaloo's hind legs and when she looked back up, the Princess' horn was lit again.

"A moment, we believe we may recreate it."

Scootaloo looked back down to see her body surrounded in the same blue glow that had gripped Luna's regalia while she removed them. Accompanying it was a slight warmth that was not unpleasant. Splaying her hind legs revealed that, indeed, the glow and warmth did extend down to her privates - already the tip of her pink member peeked out of its sheath while the warmth around her testicles started to increase and was accompanied by a slight sensation that felt almost like vibration.

"P-Princess Luna?" She asked with a quavering voice.

"Rest thyself." Luna cooed, gently motioning Scootaloo onto her back to bear herself more fully.

Still, the filly couldn't keep her eyes from watching the Princess who looked on in concentration. The tingling vibration turned to pressure, squeezing down on her but, thankfully, fell short of causing pain.

"Princess, something's happening..." Scootaloo's breath was lost right at that moment as the pressure reversed suddenly and started pushing outwards.

Hooves digging into the earth, the filly watched on as her balls began to grow. It wasn't a sudden ballooning out but a slow, careful extension clearly beyond what was normal. The warming sensation began to move about inside her, accompanied by the feeling of her balls filling. A low, throaty groan escaped Scootaloo as her hooves relaxed and she felt her member twitch with a greater force than before, spilling out of the sheath.

Luna stood at that moment, reaching over with a hoof to rub at the filly's distended testicles. They'd grown more than half again their size but the Princess merely looked up with a smile and continued her magical spell, whatever it was. Her hoof started to move in gentle circles, gliding over the velvety soft skin as the two orbs kept growing. They pressed out against Scootaloo's thighs and she opened them further, allowing more room for expansion.

"We must have more, Scootaloo." Came Luna's gentle voice over the soft hum of her magic.

By that time, Scootaloo was gently rubbing her hind legs against her oversized balls, grinning in anticipation for what else the Princess had in store for her. The massive organs weighed down against the ground, still throbbing and sloshing while magic continued to thicken them. The blue hooves that rubbed now moved faster and in more random patterns, pushing into the skin and hefting it up. Another groan came from the filly and she reached a hoof down to stroke at her fast hardening, though disproportionately sized, cock.

When she finally felt the growth cease, her balls had forced her legs wider against her effort and Luna stood with her hooves resting on the top, gazing down at the filly.

"Did that not please thee?" The Princess clambered atop them, spreading her hind legs out until Scootaloo felt something that shouldn't be between the legs of the mare sink into the soft flesh of her balls. "We... took the liberty of altering our appearance here, to better suit thee." Her hips shuffled about, the hot, throbbing sheath rubbing against the filly's testicles. "We can undo it, should it not be to thy liking-"

"No!" Scootaloo called up, unable to stop herself stroking her now erect member, especially feeling the Princess' own sheath. "No. I... You did that, for me?" Luna nodded once, her faltering smile stopped in its disappearance. "Good, 'cause, uh... I think it'd be really cool if you could, um... maybe later..." She trailed off, offering a grin of her own.

"Then it shall be so." The grin returned to Luna's face, warming Scootaloo's heart. "But first..." Her eyes shut and horn lit once more, this time with the magical field encompassing Scootaloo's penis.

The filly's wings strained against the ground, desperately seeking to snap up and flutter in delight at the same tingling, warming sensation that gripped her member. The pink and brown speckled thing throbbed in the magical grip, leaking a fat glob of pre onto Scootaloo's chest. Still in a daze, Scootaloo's hoof fell to one side as she felt the first small stretching of her cock.

It was different than the sensation that had gripped her balls; this one ran the length of her shaft and squeezed down on it to a level of tightness that no dream of Luna had ever matched. She couldn't even find her voice to make a sound before it had extended up around the head and then down through her urethra.

Precum bubbled from the tip, liberally coating her chest and running off her sides as the organ poking from her legs started to stretch out. It widened at first, thickening first to a level comparable of her legs but it didn't stop there. The warming, tingling sensation that ran the length and inside of her member grew more intense with each passing second; the cock pushed upwards, over the tip of her chest and pressing down on her throat.

The medial ring swelled out and her sheath thickened along with it, while below that her balls ached and groaned, the pressure within them finally finding some release with the increasing cock size but Scootaloo held off on that. Her mind swam with pleasure but it was only a pale comparison to what she was sure awaited her.

Luna's magical field concentrated around the head of her cock and Scootaloo watched as it began to swell out, first around the tip and then downwards, running along the shaft. Another couple of inches sprouted from between her legs immediately after that and the massive organ tapped against her chin, pouring precum into her open mouth. The filly's eyes rolled back in her head and she chugged down the heady, musky fluid; this was way beyond any dream!

"Just a little more, my sweet Scootaloo." She was sure she could pick out a note of giddiness in the way Luna practically purred that. Her soft blue hooves continued to undulate the soft skin of her balls, stroking forward until they came to the still swelling flesh of her sheath.

Scootaloo's cock was thicker than her hooves and so long it reached almost above her mouth when Luna peeked around the shaft, grinning wildly down to the filly. The brown splotches near the base had been stretched out along the lower part of the throbbing, aching member. And then finally... it stopped. The magical field slowly dissipated but it dragged up along the length of the shaft in doing so, drawing a shiver from Scootaloo. Even as it touched upon the inside of her urethra, a thick flow of pre followed in its wake, soaking the filly's head when it finally broke free.

The Princess slid forward, over Scootaloo's balls until she was eye-to-eye with the filly and smiled down, looking along the length of her shaft; it reached from between her legs to the brow of her head and it took Luna gently pushing it to one side to get a good look at the mare.

"Now, thou art ready to begin." Scootaloo groaned low and quiet as she felt Luna's sheath and balls grind against her shaft as the mare walked herself forward, off it. She watched as they dangled just out of reach overhead, begging her to sup upon them but Luna turned around until her face was in view again. "Later, my sweet, we must feast upon thee first."