bolting through the night

by Shadowstalker

Rating: mature
Tags: Romance
Length: 8541

Gender swapped Rainbowdash with Nightmare Moon.

The mare in the moon has risen yet again, but she is is weak. Celestia, Luna, and the former bearers of the elements are present. As they devise a plan to vanquish her, Rainbowbolt goes of early and sets a path to the abandoned castle to face Nightmare Moon alone, but not in mortal combat.

Unbeknownst to his friends, the princesses or even Nightmare Moon herself, he feels a small affection towards the dark mare. An affection he will gladly show if she doesn't incinerate him on sight.

Published 1970-01-01 00:00:00 UTC
Last updated 2014-10-12 20:04:46 UTC

Ch. 1

"What do ya think is goin' on?" Applejack asked leaning back in one of the plush chairs in the enclosed room. "Tirek? Discord gone batty again?"

"I don't know, but it certainly can't be good." Rarity said looking at her reflection on the table. "If the princesses had to get us this late in the evening, it must be urgent."

"It's probably some villain or disaster we have to stop as usual." Rainbow Bolt said floating above them all. "Ten bits says it's a new villain from a distant country."

"Ah'm in." Applejack said grinning up at the pegasus. "Anypony else?"

"Count me out." Rarity said. "You two can waste your bits on something that could be true. I'm sure this is about our new positions here at the new castle."

As Pinkie was sitting up to speak, the doors opened and Princess Celestia, Luna, Twilight, and Fluttershy walked in. Only Fluttershy was the only one who sat, while the princesses all stood with worried looks on their faces. Luna, among them looked the most distraught over them all.

"I bet you all are wondering why you're here at such a late hour?" Celestia asked looking at the sleepy group of ponies in front of her. "The news me and my sister have is not something you will want to hear, even if you all have heard it before. Nightmare Moon has returned."

Most of the group gasped and began to whisper amongst themselves before she held up a hoof and silenced them. As she took her seat alongside Luna, Twilight remained standing with a distracted but otherwise alert look on her face.

"As Celestia said, Nightmare Moon is back, but this time, she has her own body. We know this because Luna is still Luna, nopony has gone missing in any recent months, and Discord hasn't detected any magic anomalies like what she puts off to keep herself on the pony she's controlling. We know she's back at the old castle in the Everfree forest too, from Fluttrshy's account. Fluttershy, could you tell everypony what you saw?"

"I-I was just feeding the chickens when I saw something in the forest," Fluttershy said speaking loud enough for the others to almost hear her without leaning in. "When I noticed one flock wouldn't come out of their coop, and then, all the others ran back inside completely forgetting about their food. That's when I saw her at the edge of the forest and where she disappeared."

"If she doesn't want us to know what she is doing, there must be a reason for it." Rarity said. "Was there something wrong with her? Was she hurt or sick?"

"There's nothing wrong with her, she's just weak." Twilight said. "When we defeated her the first time, she wasn't destroyed, obviously, but she just peeled off of Luna. She's just made up for the lack of a host by creating her own body, possibly using her own magic. Another possibility is that she may be waiting for a second hoof to help her bring eternal night, but no other race or nation could benefit from that."

"So, she's weak, and we have no idea where she is?" Rainbow Bolt asked coming down to the ground. "What if she's found some magic crystal and gone all Sombra on us with dark magic, or found another alicorn amulet?"

"If she was," Twilight said. "Discord would know about it. He's learned his lesson about trying to help villains gain power, he's not as dull as he was. As for the amulet theory, Celestia and Luna told me there are no other amulets on account for the danger they would pose."

"So what do we know exactly?" Applejack asked watching Rainbow Bolt keep looking at the door and back to the alicorns. "Rainbow, ya need to be somewhere?"

"Me?" He said looking at her and than the door. "Uh... I think I was supposed to meet a mare tonight, nothing to serious."

"Nothing to serious?" Rarity said laughing. "Who is this mare you're supposed to be meeting almost at midnight?"

"Rarity, villain on the loose again." He said throwing a hoof towards a window. "I think the romantic stuff can wait until the world isn't ending."

"Right, what was I thinking." She said. "So, if the world doesn't end?"

"We won't know until we stop Nightmare Moon." He said smugly. "Will we?"

"Excuse me, if you don't mind me interrupting," Twilight said stepping in. "Could we please focus? Now, we do know she's in the old castle since any cave or hollowed hill has any number of creatures Nightmare would have trouble fighting in her state, but we don't know where in the castle she is. After some discussion, we'll go in during the day and subdue her, afterwards... Luna and Celestia will step in and finish the rest."

"Finish the rest?" Rarity said turning a shade paler. "You mean banish her again, right? We're not talking about being accomplices to-you know. Are we?"

"Without the Elements of Harmony," Twilight said looking a little downtrodden. "We don't have any options like that. All we have to do, what I mainly have to do, is put her to sleep or tire her out enough for Celestia or Luna to safely... kill her. I... before you all start with any objections, because I know we don't do this, but I'm not comfortable with this either. We just have no other choice."

"Why can't Cadance do it?" Pinkie asked. "She blew up Sombra with the Crystal Heart. So, why can't she come here and blow up Nightmare Moon?"

"Pinkie, she did not blow up Sombra." Twilight said giving her friend a flat stare. "It was the happiness of the crystal ponies that did that."

"So the crystal ponies blew up Sombra?" She said scratching her head.

"Nopony blew up anypony!" She said groaning in frustration. "It was magic! End of conversation."

"So, we just go in, rough Nightmare up a bit and than we stand back while she gets killed?" Rainbow Bolt said crossing his fore-legs. "That's a cheap way to fight if you ask me."

"It's the only way, Rainbow." Celestia said. "If there were any others we would at least go over them. Cheap or not, she's too dangerous to be left alone any longer. You will all come here in the morning and go into the forest to look for her, and after you weaken her, me and Luna will come in. You should all get some sleep, tomorrow is not going to be a pleasant day for any of us."

"Especially that leech." Luna said lifting her head. "I will be the one to deliver the final blow, as revenge for taking me from Equestria and my sister for a thousand years."

As the princesses left, his friends following and saying goodnights to one another, Rainbow Bolt sat where he was, glowering at his reflection on the table.

"Cheap. Dirty. Low." He muttered shaking his head. "Nu-uh, I'm not doing it. They can't either, and they won't." He said cracking his neck and stretching his wings.

Flying through the halls and around corners, he passed his friends and the princesses before they had gotten to the doors. Hovering by the front entrance, he looked back to make sure none of the others would see him flying away in the opposite direction of his house, and instead towards the Everfree forest.

Flying quickly in his agitated state, he was passing over the edge of town when the sun disappeared from the horizon and the moon took its place. Feeling the sudden rush of cold air going through his feathers and onto the blood filled skin underneath them, it sent a rush of energy through him that sped him along.

Going over the grassy hills below, he looked back and saw a small yellow dot coming in his direction, flying higher he flew into a cloud overhead and continued moving. When trees began to blur below, he slowed down long enough to see a lit up cottage and a river. Looking back, and not seeing any sign of yellow, he ditched the cloud and crossed the border of trees and thick overgrowth below to the Everfree.

Squinting against the black leaves of the trees and the night sky blending together, he stopped to look at the mountain and than back towards where a few lights could be seen from Ponyville. Looking down at the mountain, he followed the cliff sticking out until he got to a part that seemed to have fallen away. Looking further, he could see a large river further into the forest.

Flying with a growing knot forming in his stomach, he approached the river and in an effort to steel his nerves, plunged into it momentarily before coming out in a spray of warm water. Looking back at the river, he traced it back up to the mountain where it disappeared into a cave higher up before coming back down as a waterfall. Feeling the cold begin to work its way back into his coat, he saw the twin spires of the ancient ruins ahead and began flying faster.

Passing over the gorge and the decaying bridge, he slowed down enough to glide down onto the grass in front of the large doors. The knot in his stomach was making his heart beat faster, either from anxiety or anticipation. Knocking on the door, he cringed when with a horrific squeal, the hinges buckled, the wood splintered, and it fell to the stone floor with a deafening bang. Waiting a moment, he glanced back and forth inside to make sure Nightmare Moon or any Shadowbolts weren't coming to kill him.

Steeping onto the door, the air inside changed drastically from the freezing night air outside to a pleasantly warm interior. Shaking any remaining water from his wings, he went down the closest hall that wasn't as destroyed as the others.

Looking around, he tried not to look at the paintings of Celestia and Luna looking down at him, or the busts of dragons with fangs as large as him guarding doors that were otherwise blocked on his side or the other. As he crawled over a particularly large piece of stone, he stopped atop it and looked at the fork in the hall up ahead. Jumping down, he approached the fork and looking to the left, saw it was blocked nearly to the ceiling. To the right, the ceiling was gone, the walls were covered in molded tapestries, and there appeared to be a light coming from a large room it opened up into.

As he was going to go right, the moonlight flashed in his eye, and looking down he saw a large black feather sitting there. Picking it up, he looked back at the rubble and saw hoofprints leading up to the gap at the top. Twirling the feather in a hoof, he slid it into one of his wings and took a running jump onto a tall piece of rubble at the base of the pile.

Making it easily on the first jump, he crawled and often times nearly slipped on loose rocks as he made his way to the top. Covered in dust and pebbles, he slid into the gap and was suddenly sliding down a smooth slope. Stopping when he roughly hit the floor, he was getting up when he ran a hoof over it.

"Dirt?" He said listening to his voice gently bounce off the walls. "A dirt floor in an old castle is one thing, a stone floor turning to dirt is another."

Looking at what little moonlight was coming through holes and cracks, he followed the trail of hoofprints down the hall, around the first left, dirt tracks up stairs, and then stopping at a wooden door with an iron knocker and ring as a handle. Looking further down the room he had entered, and seeing the other door to his right, he grabbed the iron ring without looking and pulled.

It opened with little difficulty, and to his surprise, the stairs leading up were illuminated by torches on the smooth wall. Feeling the knot in his stomach again, he pushed it away and flew up the stairs rather than taking them one at a time. After flying sideways and putting out a few torches on the way until he nearly hit another door, this one made of a glimmering gold that danced like fire from the torch light.

Setting himself down carefully, he crept up to the door and pressed an ear against it. He froze when he heard the sound of metal hitting stone over and over again. Popping his shoulders and taking in a deep breath, he put a hoof to the door and pushed it open.

Ch. 2

As soon as he could see through the door, the wall next to him was left with a burnt mark after Nightmare Moon had shot a spell at him. Freezing when he saw the dark mare, he was momentarily scared until he saw her rubbing her temple with a pained expression.

"House keeping?" He said smiling. "I'm here to clean."

"I-I do not care what you are here for." She said taking her hoof away. "Leave and do not return unless you wish to fight me." She said baring her fangs before turning around and going to a balcony.

Going in, he shut the door quietly and took a moment to look around. The floor as a smooth white stone, a large bed sat against a wall, its wooden frame still in good condition and the blanket still looked fresh, the other wall had a bookcase with only three large tomes and scrolls, all of which looked brand new. What caught his attention was the mare sitting outside on the balcony with her wings stretched out, head thrown back and moonlight giving her coat a moving shine when he moved his head.

"Hi again, remember me?" He said rubbing the back of his neck.

"I believe I told you to leave." She said keeping still. "Do you wish to fight or are do you have difficulty following simple threats?"

"The last one." He said making her glare at him from over her shoulder. "What are you doing? I've heard of sunbathing but you're not going to get tanned by moonbathing."

"What I am doing does not concern you," she said. "Why you are still standing should be yours. Why are you here, pegasus?"

"To be honest, I'm still trying to figure that on out myself. I guess I'm here to talk to you." He said stepping closer to her only for her to turn and narrow her eyes.

"You flew from your home, at night, ventured into an abandoned castle in the deadliest forest in Equestria to speak with me?" She asked stepping out from the moonlight and back indoors. "Is that what you expect me to believe?"

"More or less, yeah that's about it." He said nodding. "Just to talk with you."

She smiled and for a fleeting moment he heard her laughing as she shook her head. The humorous moment was gone when she lunged forward and attempted to fire a spell, but her horn gave out and she fell to the floor clutching at her temple again. He, in a moment of instinct, rushed over and was trying to take her helmet off when the wind was knocked out of him and he was sliding across the floor.

"Do not touch me!" She snapped getting up even as her legs shook. "I do not need your help."

"O-Only trying to make sure your horn wasn't overheating." He said rubbing his belly where she had hit him. "Geez, for somepony with a magic deficiency you can hit hard."

"How did you know I had a magic deficiency?" She asked looking at him with a look of surprise that quickly turned back into a neutral frown.

"I have a friend, a unicorn," he said getting up and approaching her regardless of the fact she was getting into a defensive stance. "She went nuts one year with making my friends dresses and a tux for me, she could hardly keep a pin in the air for more than a minute. Yours must be bad if you keep falling to the floor like that."

"I am fine," she said backing away when he reached for her helmet. "I do not need your help."

"Well, unless you'd like to let your horn to crack and fall off, I'd suggest you let me." He said making her stare at him again. "Lean down and let me take it off."

"You will not touch me again." She said turning away. "Leave this place at once or I will hurt you without magic."

Narrowing his eyes, he jumped into the air and with a flap of his wings took her helmet off her head before hovering outside by the balcony. She staggered forward and put a metal clad hoof to her head in disbelief before she glared at Rainbow Bolt as he held her helmet in front of her.

"Return my helmet now!" She yelled knocking him back in the air.

"You want it Nightmare, come and get it!" He yelled back putting it on his own head.

Taking in a deep breath, he blew a raspberry at her until she began running to the balcony. Just as she was taking off into the cold night air and out of the protective warmth coming from the bedroom on the balcony, she shook in the air as the base of her head went from hot to body temperature.

Flying at a quick pace, he looked back and saw Nightmare quickly catching up with her teeth barred like she was going to bite one of his wings off. Quickly increasing his speed, he looked back again and saw she was gaining at a slower pace. Smiling down at her, he stopped only for a moment when he saw the moonlight suddenly light up her face. Shaking him out of his trance, he began to fly away again as cloud of stars appeared in front of him.

Folding his wings against his sides, he dropped with her helmet as Nightmare solidified from the mass of stars. Snorting in fury, she dived after him but he was already pulling up when her shadow came over him when she tried to land on him.

Looking at the downed alicorn, he was about to land and ask if she was hurt, but she stood up and took to the air as soon as she had landed. Flying upwards now, he could hear her wing beats against the wind whistling under her helmet as it shook slightly. Stopping above her, he took a dive back and watched as she copied him and soon they were both free-falling into the chasm he passed on his way there.

Going past the bridge and slime coated rocks, he took off her helmet and used it to scoop a load of the cold water from the small stream at the bottom. Putting on an extra burst of speed, he rushed out of the chasm and back to the balcony. Standing there on the balcony, he held her helmet under his other wing so the feather he took wouldn't fall in. When she caught up to him and landed, she was breathing heavily through her teeth as she glared down at him.

"Remember," he said holding the helmet full of water back. "This is for your health."

Her eyes widened as he slung her helmet forward and felt her joints momentarily lock when she was soaked with ice cold water. Standing there in shock, her legs shaking and teeth chattering, she watched still in shock as he went inside and brought the blanket from the bed over and put it on her. As soon as the warm fabric hit her cold coat she sank to her haunches as sat there with it wrapped around her while she glared daggers at Rainbow Bolt.

"I-I hate y-you." She stuttered pulling the blanket closer.

"How's your horn feeling?" He asked leaning against the door frame. "Any better?"

She snorted and looked away, not choosing to acknowledge him. After a moment, she looked at her helmet and summoning what magic she had, she found she had more than she thought and it smacked into the blanket and her chest piece underneath it.

"My magic seems to have returned fine." She said placing the helmet on her head before taking it off. "I will be without my helmet for the night, since you decided to use it as a bucket."

"Again, a thank you for saving my horn would be nice." He said. "Are you going to come in where it's warm, or do I have to drag you?" He said emphasizing his point by reaching for the blanket she had a death-grip on.

She pulled it away from him and stormed inside, shutting the doors behind her and leaving him to press his face against the glass. Sitting in front of the window, she held the blanket to herself as she watched in amusement as he tried to push them open.

"Is there a problem?" She asked. "Did I lock the doors? If only I knew where the key to unlock them was, I may let you in."

Staring at her through the glass, he narrowed his eyes as he backed up.

"Let me in, or I break through the glass." He said making her teasing grin grow. "I'll even use your helmet to bust through." He said smiling as hers dropped when he picked up the blue steel.

As he raised it above his head to swing down, she opened the doors and begrudgingly stepped aside while he passed her. Closing the doors, she sat by them while he sat opposite to her with her helmet sitting by his side. Glaring at him, she took off the blanket and using her magic, brought her helmet back to her side.

"Do you-"

"Do not speak to me." She said cutting him off. "I have nothing to say to you."

"You're just upset because somepony got the drop on you and saved one of your body parts from falling off." He said smugly when she blushed. "Don't be such a sore loser. I'm not the fastest flier in Equestria for nothing you know."

"You are a thief and a despicable pony for what you did to me. Throwing water from my own helmet, that is insulting."

"It's better to be soaking wet and insulted than to be missing your horn and magic." He countered making her snort. "Admit it, you don't want to say I'm right. It's alright, I know I am, you don't need to thank-"

"Thank you," she said looking away. "For making sure my horn did not crack and for not letting me lose my magic."

"There, was that so hard?" He said making her glare at him. "Apparently for a sourpuss like you, it was."

"I am beginning to feel the beginning of a blood lust forming." She said. "I gave you my thanks, what more do you wish for?"

"To stop threatening me for a second so I can warn you." He said getting up and stepping towards her. "My friends and the princesses are coming here in the morning to find and kill you. Twilight, Rarity, Applejack, Pinkie, and Fluttershy will just weaken you and Celestia and Luna will come in and do the rest." He admitted looking away from her while she stayed silent.

Looking at the pegasus while he stared at the ground with a grimace, she let the blanket fall off her so she could stand. Going up to him, she waited for him to look up at her before speaking.

"Why are you telling me this?" She asked watching as his face contorted as if he had eaten something sour. "Guilt?"

"Loyalty," he said looking her int he eyes. "It's not right, teaming up on somepony like that when they're so weak. You wouldn't be able to defend yourself. My element is loyalty, but it doesn't mean I'm just loyal to my friends, you deserved to know."

"I tried to kill you and your friends, plunge Equestria into eternal night, and I have done nothing but scorn you for your help," she said shaking her head sadly. "Yet you still help me? It does not make sense."

"Lots of things don't make sense." He said. "By the way, this is yours." He said pulling her feather out from his wing.

She looked at her own wings and seeing one missing from the second row, she took it out of his grasp and held it in the air. Setting it on the floor, she opened the balcony doors again and took the same position as before. Looking down at the feather, he glanced at her and saw an open spot by her outside.

Taking a few cautious steps she didn't move so he went the rest of the way and sat beside her on the balcony. Looking at her, she was completely still except for her breathing and mane. Looking up at the stars, he put his head on the railing and stared off at the moon.

"Were there more stars a thousand years ago?" He asked.

"What did you ask?" She asked looking at him even though he didn't look back.

"Were there more stars a thousand years ago?" He asked again. "I heard a rumor that they sometimes flicker out and a new one appears."

"I do not remember much from that long ago," she admitted. "All I know from that time is pain, darkness, and a vast cold. When Celestia banished me, I was the only thing keeping Luna from feeling those things, but when I listened to her those nights and days, all I heard was crying."

He watched as her posture became more relaxed, her ears folded against he head and her eyes became distant. She got down on her belly, crossing her fore-legs but not resting her head in them.

"I was never meant to be a being of hatred and darkness," She said wiping away a tear threatening to run down her cheek. "Luna made me to protect her. I used memories, thoughts, feelings to make myself, but in he end she succumbed to both of our hatreds. Do you wish to know why the ponies of Equestria truly hated and feared her? Why I was actually brought into life?"

He simply nodded, watching as she hugged herself with her wings. She took in a deep breath and slowly let it out.

"It was Discord." She said. "Before Luna and Celestia imprisoned him, he put memories and thoughts of anger and fear for Luna in the ponies minds all across Equestria, even after his magic was extinguished he still left his mark. The ponies feared her and called he a monster, eventually driving her away from even her sister and giving into those fears and anger. She made me to protect herself from her own subjects, the ones she had fought for alongside her sister. Ultimately, I failed her in the end, I was the one who hurt her the most."

Looking at her, she was stressed out evident by the few tears she had let escape. Scooting closer to her, he put a fore-leg over her neck, she flinched but didn't pull away so he put his other leg around her neck and pulled her to him. She sat there, shaking as he held her int he cold night air.

"W-What are you doing?" She asked wiping away her tears.

"Hugging you," he said. "It's what ponies do with somepony else if they're crying, they try and comfort them. I noticed you haven't tried to strangle me, so I must be doing something right."

"I was never the one being comforted, it was always I who tried to comfort Luna." She said hesitantly wrapping one of her own fore-legs around his barrel. "This is nice."

"So, if you just tried to protect Luna, why did you try to plunge Equestria into eternal night?" He asked feeling her other leg begin to hug him.

"We were both angry at the ponies, so we were going to show them the monster they saw." She said. "When Celestia used the Elements of Harmony on me, do you know how painful that was? It was as if I was being crushed and stretched all the way to the moon before the cold and darkness overtook me." She said squeezing tighter. "The second time they were used on me, I felt like I was being cut to pieces from the inside and split open like a rotten piece of fruit."

"Sorry," he said. "I didn't know it was like that." He said rubbing the back of her neck. "How do you feel now?"

"Happy," she said laughing. "Something I have never felt before. Is this what it feels like to be cared for? To know somepony out there cares what happens to you?"

"It is," he said. "You know, I still remember that night. When me and the others used the elements on you, I didn't see a monster. I saw somepony who didn't get the attention or respect they deserved."

"What would do you know about respect?" She said pulling away from him. "All you have done tonight is offer me a small comfort after you have done nothing but cause me stress."

"What do I know?" He laughed bitterly. "When I was a colt in flight school, all the others and even some instructors made fun of me, called me Rainbow Bash or Rainbow Crash, but I earned their respect. I showed them they were wrong about me, and just a moment ago, you showed me, the whole world, they were wrong about you. Would some monster have hugged somepony or cried or opened up like you just did?" He said getting up in her face.

"Than, if I am not a monster, what am I?" She asked looking sadly at him.

"You're... You're somepony that another pony cares about." He said. "That night, I wasn't scared of you, and I'm not scared now, I'm scared about what's going to happen to you. Ever since that night, I haven't stopped thinking about what we could have done, if there was some other way that didn't involve the Elements of Harmony."

"Why do you care for me when others haven't attempted to speak to me without fear?" She asked looking at him accusingly. "What made you see me like-"

Her eyes widened when he leaned forward and pressed his lips to hers. It lasted for a few seconds before he realized what he had done and backed away, holding his fore-legs in front of his face.

"I'm sorry, just don't hit me in the face!" He said expecting to feel cold steel breaking his legs and skull, but instead he only heard her breathing. "Nightmare? Are you alright?" He asked lowering his legs.

She was blushing heavily, looking at him with glassy eyes, and her breathing was coming out heavily. She raised one of her steel clad hooves and put it to his cheek and moved it down to his neck before pulling him in and kissing him.

Ch. 3

Holding his head in place, Nightmare opened her mouth and let his tongue go in and meet hers. She felt his hooves wrap around her neck bringing the two of them closer, even when he was pushing against her. With her hooves wrapped around his head messing up his mane, she fell forward and was laying on him while he still kept pulling her even closer.

Pulling away from him, they were both panting heavily, their breath making clouds in the night air. When he put a hoof to her cheek, she leaned into it letting him caress her.

"I-I think we should go inside," he said. "Where it's warmer."

"I agree," she said before nibbling his ear.

As she was getting up, she looked down and saw his stallionhood rising. Smiling lewdly now, she grabbed him by the shoulders with her magic and bringing him in for another kiss, they walked back into the bedroom kissing. Breaking away for only a moment, Nightmare looked to the side and directed herself towards the bed and led him over before falling back with him on top of her.

He had his hooves on her chest, she was looking at his erect member resting on her belly before looking up at him. He was smiling with a massive blush on his cheeks.

"Don't you think you should take the armor off?" He asked running a hoof down her side and to her left leg. "I'll get the back ones and you can take the rest off, and than we can continue."

She was sliding off her hoof covers from her fore-legs, throwing them to the side when she shuddered when his hoof passed close to her aching sex. He ran his hooves over the underside of her lg before taking off the hoof cover and throwing it to the side. As he switched to the other leg, he stopped just between her legs, right above her nether regions. She looked at him almost pleadingly, so he smiled and took off her other hoof cover while she took off her chest piece and let it fall to the floor with a dull thud.

Now with all her armor off, he put his hooves back on the undersides of her legs, she squirmed slightly, biting her bottom lip as he teased her. He ran a hoof over her sex and felt as she shuddered and gasped. Taking his hoof away, he moved his stallionhood over her own sex and let himself grind against her. She bit her lip and gave him her best puppydog eyes.

Pulling back, he position the head of his stallionhood on her nether lips and pushed in. The effect was immediate on her, she let out a soft moan as he pushed a quarter of his length into her and than two quarters and three, he was holding her legs when he pulled back and thrust forward again making her moan again, this time louder.

Thrusting into her again and again, he didn't keep his eyes of hers, he watched as with each thrust she would never take her eyes off him but when he put more force into his thrusting she let her head fall back and close her eyes while she gripped the sheets.

Letting go of her legs, he fell on top of her and pushed the rest of him inside her, she wrapped her legs around him pulling him closer even as he began to furiously rut her.

Nightmare held him to her chest, moaning with each time he would hilt in her, feeling herself become hotter. She didn't notice he had stopped until he pulled out of her and got out from her back legs. Looking at him, he had a mischievous smirk on his face when he placed his hooves on her haunches and flipped her. Raising her hindquarters to him, she presented herself as he mounted her.

"S-So how does t-this f-feel?" He asked getting the words out as he panted.

"F-Faster..." She moaned reaching back with a hoof and holding herself up as he shook the bed and her. "I-Incredible."

Rainbow Bolt's mind was going as fast as he usually flew, the warmth of Nightmare around his shaft, the way she moaned, and how tight she was gripping him. Holding her tighter, he forced himself faster and grunted slightly with each wet slap his balls made when they hit her.

"N-Nightmare, I-um... I'm getting close." He said, but she either didn't hear him or acknowledge him.

Slowing down, he was still hilting her when he pulled out and slid under her. She raised her head and looked back to see him just stick his muzzle into her. Her legs gave out when he began licking her, and in seconds she was biting one of the pillows to keep herself from moaning to loud.

Sticking his tongue in her, he lapped at her juices as she soaked his muzzle. Licking between the two folds, he traced circles in her with his tongue causing her to shudder more and more. Letting out a loud moan, he looked back and saw her sucking on him, both hooves wrapped firmly around the base of his shaft as she bobbed her head back and forth.

Sticking his muzzle back in, he traced a line back and forth quickly as deep as he could get before moving to her clitoris. Flicking it with his tongue, he felt her moan on him sending shivers of pleasure through him.

Sucking on it lightly, he was rewarded by the feeling of Nightmare going a little deeper on his shaft. Sucking on it harshly, he felt her tense and a small gush of fluids soaked his muzzle. Feeling the area around where he was pleasuring her with a wing, his feathers found one of her teats sticking up. Bringing his mouth to it in one swift movement, he could feel her give a small whiny and her wings flare as her fangs slid across his shaft to the bottom.

Feeling every beat of his blood flowing through his stallionhood as she sucked on it, Nightmare kept her tongue from getting cut on her own fangs while she pleased Rainbow. Coming up for air, she breathed a few hot breaths onto him before wrapping her lips around the head. Swirling her tongue around it, she smiled when he began grunting and hardening his efforts by going to her other teat.

Taking in a breath, she forced her head down all the way and held it there for as long as she could. Using her magic, she began stroking him while he was in her throat and fondled his balls with her hooves. He bucked every few seconds as she began to stroke slowly and felt his back arch when she began going faster. Slowly coming off of him, she dragged her tongue all the way to the tip before giving it a slight suckle and coming off with a pop.

"Nightmare," he said running a hoof over her cutie marks. "I-I think you'd better slow-Ah!"

Turning him around, she flipped the two of them and held his head close to hers while she had her back legs over his, letting him get into position to spear her again.

Not waiting for any sort of verbal command, but just the look she was giving him, those eyes shining with something less and more than lust, but a happiness urged him again. So, thrusting harshly, he smiled when she let out a moan and closed her eyes as she leaned down to kiss him.

Thrusting rapidly with the same force as before, she was moaning until he could hear it over his thigh hitting the wet fur around her own. Pulling away, panting heavily, the two could feel their lungs burning from the rate blood was pumping through their veins and the lack of air their kiss had deprived them of. Nightmare wrapped her back legs around his barrel and he put his full weight into every thrust, making her shake in pleasure.

He could feel his mind flying faster than himself, every thought dedicated to pleasing the mare below him, every thought about romance, love, and lustful moments like this, and with each new one, he felt the blood in his veins get hotter, forcing him to move faster to cool himself down. She was an inferno below him, adding to the heat that he wanted to get away from.

"N-Nightmare," he said catching her eye for a brief moment before it closed again. "I-I'm getting re-ready to-"

"In me!" She said briskly, her hot breath covering his face. "Re-Release yourself in me!"

He thrusted more erratically now, her words driving him over his own reason. With each moan that went into his ears, he plunged deeper into her until he hilted every time he thrusted. In one last, pleasurable moment, he pushed in as far as he could go and released his seed.

She gripped the bedsheets, bit the pillows making feathers go everywhere as her fangs tore easily into the fabric. He held onto her legs for support, but eventually after exhausting himself, was content to simply lay on her chest, listening to her heart as it began to slow down. Looking up at her with a dopey grin, he brushed one of the white feathers from her cheek as she looked back down at him.

"Y-You know," he said. "You don't have to stay here."

"Where would I go where destiny has not already placed me?" She asked frowning for a moment before he crawled up to rest his head in the crook of her neck.

"You could come with me." He said. "Nopony would ever expect to look for you there. Hiding right above them, in the home of Equestria's one of six heroes."

"You would let me live with you?" She asked hesitantly while he brushed her mane behind her ear.

"Only if you promise not to try and take over Equestria." He said laughing for a moment. "That might give you away."

"I doubt my magic could recover enough to be a match for an alicorn," she said looking at her horn. "I accept. But, how would you convince Celestia and Luna not to hunt me down?"

"You can hit me later, but I'll need to put a big dent in your helmet."

"You may keep it, I may not need it any longer." She said. "Why do you wish to damage it?"

"Well, need to wreck the room too," he said getting up. "When they come to check out the castle, we'll need to make it look like we fought. Now, how about we go back to my place first?" He asked extending his hoof to help her up.

She stared at it for a second before smiling and graciously taking it.

Ch. 4

The small hall was filled with chatter from Twilight and Fluttershy, both of them talking or contemplating where Rainbow Bolt was. Rarity, Applejack and Pinkie were otherwise quiet but occasionally spoke. As the alicorn and pegasus were talking, the twin crystal doors opened and Princess Celestia and Princess Luna. Twilight quickly went to her former mentor with a tired look.

"Celestia, we looked everywhere for him, but Rainbow seems to have just vanished."

"Never mind him," Luna said before her sister could speak. "I am sure you all will do well without him."

Shaking her head at her sister, Celestia sat in a chair brought in while Twilight and the others took their respective seats at the table. Silence reiged over them for a moment before Celestia spoke, shattering the silence.

"When the sun is directly over us, you five will move into the castle and weaken Nightmare Moon, afterwards me and my sister will go in and finish her. When you go-"

The doors opened again, and the table gasped. Rainbow Bolt was scowling, with an ugly shiner on the left side of his face, and draped over his back was a white sack with something inside it. He made his way to the table silently, ignoring Rarity's questions about where he was and also about his eye. Sitting, he slid the sack onto the table towards Luna and her sister.

"What is this?" Luna asked tentatively poking the sack.

"What you were to afraid to do yourselves." He said sinking back in his chair while his friends stared at the lunar alicorn as she emptied the sack's contents onto the table, startling them all but rainbow.

"How?" She asked picking up Nightmare's dented helmet. "How did you get this?" She asked sliding it away.

"I took what was left of her," he said taking it in his hooves. "The rest of her just went poof. Turned into goo, bubbled and disappeared. That was all that was left."

"That's where that black eye came from?" Pinkie asked. "You two fought?"

"We did," he said. "She was hiding in Princess Celestia's old bedroom. I had to climb over a pile of rubble in a hall to get there. When I actually saw her though, she was sitting in the moonlight just, without her horn." He said running a hoof over his own forehead.

"She was missing her horn?" Celestia asked. "The amount of magic she had to use must have been phenomenal, so much it taxed even her reserves. She must have used every last drop of magic until her horn overheated, cracked and fell off.  Without her magic, she must have had to defend herself physically."

"That much is obvious," he said. "Neat thing though, she had a rune or something on the wall by the door. When I went in, it set something off and nearly scorched me."

"A rune?" Luna asked narrowing her eyes. "She knew nothing of runes or traps. Plus, without her horn how did she manage to create a rune?" She asked nearly standing on the table.

"How should I know?" He said snorting. "She probably put it there earlier. I didn't have a lot of time to ask her while she was trying to bash my head in." Rainbow said pointing at his eye. "If you all don't need me here anymore, I'm going home to sleep. I think I've deserved a day of relaxation."

Taking the helmet and putting it back in the sac, he slung it over his shoulder and calmly trotted out the doors before taking off in the hall. Making it outside through a window, the sunlight hurt his bad eye, but he kept rising upwards until he was underneath the normal range for clouds. Letting the cool air nurse his wound, he stopped to check if any of his friends were following him. Seeing neither them or the princesses he shot off towards his house letting the wind send the clouds above him cut through them making them into wave pattens.

Watching as the cloud house came into view with the rainbows pumping out the side, he gradually slowed enough the safely glide around it to his front door. Landing gently, he was smiling when his hoof turned the knob and he stepped in.

The living room was empty, not only that but it looked as if there was food there at one time. Crumbs coated part of the small table he had in the middle of the room, and the smell of toast still lingered in the air.

Shutting the door with his back hoof, his eyes wandered to the stairs where recent impressions had been made. Still smiling, he began to ascend the stairs, looking down to see his hoof prints dwarfed by the larger ones of his new guest. Stopping at the top, he turned instinctively towards the bedroom. Seeing the door open, he dropped the sack in the hall and looked in.

Nightmare was laying on the bed, sound asleep with Tank staring at her from the corner of the room. Seeing his owner come in, the tortoise began slowly walking towards him until he saw Rainbow stop at the edge of the bed and nuzzle her.

She stirred slightly and, opening her eyes in a state of relaxation, she smiled and returned it.

"How are you doing?" He asked sliding next to so that they were facing each other.

"Very well." She said. "Better now that you are here. Your pet hasn't taken to me yet," she said nodding towards Tank. "Not many animals of the day trust me."

"He just hasn't gotten to know you." Rainbow said. "Is you magic any stronger? You used quite a bit of it last night." He asked looking at the piece of smooth bone.

"It feels like I have gotten all I could hold." She said hugging a pillow tighter. "It is not nearly as much as I had before, but I am still stronger than the average unicorn. Does your eye feel any better?" She asked running a hoof in his mane.

"Not great, but better." He said.

Laying there, they just looked at each other for a moment before Rainbow edged himself closer so she could hug him. Feeling her fore-legs wrap around his barrel, he let his head rest in the crook of her neck, listening to her softly breathing.

"Rainbow," she said moving her head down to lay on his head. "How long do you think it will be before your friends-"

"They won't." He said cutting her off. "I promise. You're safe here."

Satisfied with the answer, she closed her eyes and was silently going back to sleep when he spoke up, albeit hesitantly it still carried his suggested tone.

"Nightmare," he said feeling uncomfortable. "When me and you were in bed, you weren't... well I thought you were-"

"Pure?" She said giggling. "You would think that, but remember, I made this body from memories, thoughts, feelings and the shape of my host. I could have chosen to be pure, but I thought it was unnecessary, and I also wondered if maybe one day I would have liked to the pleasure of having an heir to the throne. I did not want to go through the pain with the stallion I would have chosen."

"That's... actually pretty smart." He said putting a hoof on her side. "So, when I kissed you, why did you just-I mean why did we just start going at it?"

"That is more complicated." She said. "I only had memories of Luna's life, her feeling and dreams, but none of my own. When you kissed me, that was the first caring memory of my own and I felt happy. I felt loved and all those other memories, Luna's memories, just disappeared. The only ones I had were sad, angry bits, all of them were the same except for the ones last night. I loved that feeling... I love you." She said kissing him on the head.

"I love me too." He said receiving a small jab to the ribs. "I was joking, you know I love you." He said smiling. "Go to sleep, I don't think anypony is coming for a visit any time soon."

"Thank you," she said yawning. "Just to let you know, you need more bread."

"You ate an entire loaf?" He asked craning his neck up to look her in the eyes. "What did you put on it all?"

She merely smiled, showing her fangs before kissing him on the lips and hugging him closer. Sighing, he shook his head and let himself relax in her grip. Shivering though, Nightmare cracked an eye open and shut the window and pulled the blanket over on herself and Rainbow.