Twilight's Midnight Violations

Chapters

Chapter 2
Chapter 3
Chapter 4
Chapter 5 XXL
Chapter 6
Chapter 7
Chapter 8 Book Two
Chapter 9
Chapter 10
Chapter 1
Chapter 11

Chapter 2

a Shameless Clopfic

Chapter 2

Her body felt stiff, there was nothing strange about that. But she felt as if she had been working out the entire night. Slowly, Twilight stretched her legs out under the covers as she laid there in bed. For a while, she wondered if she could just avoid getting up today. A glance over at the clock told her she couldn't.

She had slept through the entire night once she had gotten home, and through most of the morning. But still, she felt as if she hadn't gotten one bit of rest. After a moment's thought, she knew why. Her dreams had kept her from getting any real rest. All night they had been strange and down right disturbing. If Twilight had thought they meant anything, she would be worried. But she had never put much stock in dreams. Sure, they were often nice, and sometimes they could tell a pony more about herself. But she never really believed that dreams held any sort of hidden meanings. And considering what little she could remember of her past night's dreams, she didn't see how any of them could have much to do with herself during the waking hours.

With a resigned sigh, she slowly pushed herself up off of bed. As her hooves touched the floor, and her sore joints protested, she gave a long groan. She really felt like she had worn herself out during the night. Trying to shake the feeling of fatigue from her head, she made her way over to her vanity. As her now mismatched eyes greeted her, she took in the look of her tangled and messed mane.

"Geeze... What a night..." She said under her breath as she started to brush out the tangles from her mane. She thought about what it would take to get herself into such a state, thankful that Spike had decided to sleep in his new room last night. If he had been in here, she would of likely kept him up all night.

As she finished straightening out her mane, a sound brought her attention downstairs. Stepping out of her bedroom, the sight of a fairly clean library welcomed her. Spike was already busy getting things in order, a feather duster in his claws as he went about dusting off a line of bookshelves.

"Since when did you ever want to get to work so early?"

Spike nearly dropped the duster as he jumped at hearing the voice. With a sheepish look he turned around, smiling to the still tired-looking unicorn.

"Um... I just thought I'd take care of it for you... You know, so you wont have to wear yourself out today." The little dragon said, fidgeting a bit with the duster he now held behind his back. Twilight smirked a bit as she watched him, but she was too tired to press her little assistant further.

"So, um, did you have a good night's sleep?" Spike asked. Twilight sighed, hanging her head.

"No, not really... I kept having these weird dreams. I don't think I got any rest." She said, starting to make her way over towards the basement door. Just as she got within a few feet of it, the little dragon was placing himself between her and the door.

"Wait! The doctor said you shouldn't strain yourself!"

"Spike! I'm fine, and I know the basement is a mess. I just cant leave it like that! I've got to clean it up."

"But... But Rarity and Applejack said they'd do it!" Twilight just rolled her eyes at that.

"I know, but I shouldn't have to bother-" A knock at the front door cut her off. Both the unicorn and dragon looked back to the door.

"Hey, that's probably them now! W-why don't you go and see?" Spike offered, smiling in what he hoped was a reassuring manner. Twilight sighed, she just didn't have the energy to argue any further. If the rest of her day was going to be like this, she'd be lucky to make it into her bedroom before collapsing from exhaustion by nightfall.

Now as the front door, Twilight had barely gotten it open before both Rarity and Applejack quickly made their way inside.

"Twilight! Have you heard?" Rarity asked, sounding a bit more than flustered. With a magical glow, the front door closed as Twilight looked back to her two friends.

"Heard what?"

"Somepony was... Was attacked last night!" Rarity gasped, looking as if she might faint from just saying it. Twilight just froze up at hearing it.

"A-Attacked? Here in Ponyville?" Her friends could just nod in answer. It took a moment for that to sink into Twilight's head. This wasn't the Everfree Forest. Ponyville was supposed to be a safe place for ponies. "Who was it? Are they alright?"

"It was a mare named Candlestick." Rarity had managed to get a hold of herself well enough to answer.

"I... I don't think I know her." Twilight said after a moment, trying to put a face to the name.

"Ya know, she werks in the Mayor's office. The one that werks nights." Applejack said, reaching over to place a comforting hoof on Rarity's shoulder.

"She... She's not hurt, is she?" Twilight suddenly became very worried. She had never met the mare, but the thought that it wasn't safe to walk the streets at night made her feel very nervous.

"Nah." Applejack shook her head. "Least not physical like..." The orange farm pony just hung her head, eyes intent on the floor in front of her "She was... Was..."

"Raped! Oh sweet Celestia, somepony raped her, Twilight!" Rarity almost cried out, putting her forelegs around Applejack's shoulders.

"R-Raped?" Twilight felt her knees go weak as she heard that, her rump hitting the floor as the thought sunk in. Somepony had gone out last night and forced himself onto a mare. The stunned librarian tried to think, to remember back. But try as she might, she couldn't remember ever hearing about such a thing happening before. At least not in any recent history. There were some old history books that had talked about things some ponies did long ago, before Princesses came and brought order to Equestria. But those times were far in the distant past. To think that a pony could still do such things.

"What sort of stallion would do that to a mare?" Rarity almost looked faint as she said that, holding onto Applejack for support.

"I'll tell you, I almost didn't feel safe walking here all by my lonesome." Applejack said as she strokes her hoof down Rarity's mane, trying to sooth her troubled friend.

"I... I'm sure the police have caught whoever did such a horrible thing, haven't they?" Twilight asked, trying to sound hopeful. It was short lived as Applejack just shook her head.

"Nope. From what I hear, they ain't seen hide nor hair of the varmint what did this." Rarity had managed to get a hold of herself, letting her forelegs slip from around Applejack's shoulders. Applejack tried to give her a reassuring smile, though it was clearly forced.

"Still, we're here now. Safe with friends." Rarity said as she smiled back to Applejack before turning to Twilight. The three friends looked at each other as they slowly waited for the weight in the air to lift.

Twilight sat quietly in thought. This was the last news she had ever expected to hear, that something so shocking could of taken place in her home town. Sure, it wasn't uncommon for monsters to show up, or other crazy events to happen. But those were always external dangers, and no pony ever got hurt. But this, some pony attacking another. Violating another pony. It was almost like a bad dream.

It had taken the three friends nearly all day to clean the basement, even with the help of Spike. Talk of recent events kept work to a slow pace, though the shock had, eventually, worn off. For most of the day, everyone went about cleaning in a somber mood, with very little conversation. But as time went on, the company of friends eventually conspired to bring everyone out of the gloom, and by the time lunch had came around, everyone was talking pleasantly. Of course, conversations tried to avoid bringing up the unpleasantness of the morning's events. But still, there was always a cold undercurrent to everything they talked about.

By the time they had finished with the cleaning, the sun had already set behind the mountains, and Ponyville was bathed in the fading orange glow of the afternoon. One by one, street lamps started to come on all over Ponyville, making up for the fading light now that night was just starting. The three friends stepped out the library's front door, their work for the day finished, and their conversations starting to fade just like the sun's light.

"An' he still thinks that twas his pie in the middle of the pond!" Applejack said back over her shoulder as she stepped out onto the doorstep of the library. Behind her, Rarity and Twilight were both laughing merrily as they walked side by side.

"Geeze, who knew Big Mac could be so dense at times?" Twilight smiled as Rarity stepped over to stand next to Applejack, the three of them standing in the light cast from the open doorway.

"Heh, I did, that's who!" The farm pony said proudly. She let the grin on her face continue as she looked about, taking in the dim light of the street lamps. "Well, it's 'bout time we're gettin home. Dun wanna be out too late, ya know?"

"Indeed. I should be getting home as well. Sweetie Belle can get into the most dreadful of messes when she's left alone this long. Especially now."

"Hehe, is that so? How is Sweetie Belle anyway?" Twilight asked, not wanting to let the pleasant conversation end just yet. After the day she had yesterday, and the news from this morning, she was enjoying the time spent with her friends.

"Oh, all thing's considered, she's not too bad. She is, well, at 'that' age now..." Rarity explained, letting the suggestion sink in.

"Really?" Twilight replied, she couldn't help but let a slight blush tinge her cheeks.

"Wut age?" Applejack asked, a look of confusion on her face as she turned to Rarity.

"You know... The age every filly gets to, eventually..." It took a moment for Rarity's explanation to click with the farm pony. As realization dawned on her, Applejack's lips pulled into an 'oh' shape, a small blush likewise coming to her cheeks.

"Heh, well, I'll let you two get home. I'm sure you both don't want to be stuck out all night on account of me." Twilight smiled, watching Applejack try to shake the blush off of her cheeks.

"Nonsense, deary. All things considered, today has been a delight." Rarity smiled, wrapping her forelegs around Twilight's neck in a gentle hug. "But you are correct, we should be going. Take care of yourself, alright?"

"See ya tomorrow, Twi!" Applejack said back over her shoulder as her and Rarity started down the street together, heading back to their respective homes. Twilight watched them go, waving as they headed off. The day had been a lot of work, but it had been worth it to have the company of two of her closest friends. But now, she was looking forward to a well-deserved night of sleep.

Sleep didn't come easy for Twilight that night. When it did, it brought with it more dreams. Dreams filled with disturbing images. Of a mare bound and restrained, her head covered in a bag as things were done to her. The scene played out in Twilight's mind, the way the mare twisted and struggled, trying to cry out but unable to as her mouth was tightly gagged with a length of rope. Now she bucked and trembled as it happened. As she was penetrated. As Twilight felt herself penetrate the mare.

As her mind struggled with the lurid images, her body thrashed on her bed. Sheets tossed aside as her legs kicked and her hips bucked. Her coat shone as a layer of sweat started to form all over her body. She was burning up even in the cool night air as her body struggled to hold on to itself, to resist the changes that were being forced upon it. Eventually her dreams and her body became one, a long, low groan escaping from her throat as her eyes fluttered open.

A slight glow emanated from her one pure blue eye for a moment, slowly fading as her breathing settled and the flush of heat left her body. To Twilight, everything seemed as if through a haze, as if her dreams had suddenly switched location. Slowly, she pulled herself up from her bed, feeling the new weight between her hind legs. It jostled and shifted slightly, full and waiting for use. The sensation sent a little tremble up her back, the feeling alien, yet delightful.

'Wha... What's happening? This is my room but... It's still night. I shouldn't be up yet.'

Somehow, some way, Twilight's conscious mind had found itself along for the ride. Seeing and feeling as she stepped off of her bed, the feel of the hard wooden floor under her hooves, and the cool night air as she quietly magiced the window open.

'What am I doing? Wait... This has to be a dream but... Everything feels so vivid! Ok, so now I'm out on the balcony. Why am I... Whoa, Whoa, WHOA!'

Twilight's consciousness cried out as she found herself leaping down from her window, bounding off branches before she found herself on the street below. She saw the soft glow of the street lamps about her, the dimly lit streets stretching out before her. Somehow, it all seemed disturbingly familiar. She, of course, knew these streets. She had walked down them countless times before by both day and night. But right now, this situation, the way these streets looked and felt. She had been in this situation before. Could it have been from another dream?

She had little time to reflect on that notion, finding herself walking down those streets, slipping in and out of the light of the street lamps as if her body was on auto-pilot. Every step she took, she could feel that weight, nestled back between her legs. It rocked and jostled, her thighs rubbing against it softly with each stride. If she could have controlled her body, she would have bitten her lip to suppress a groan. The sensation was so strange, something bouncing under her, heavy and held tightly against her while something else, two somethings, hung and swayed two and fro.

'Geeze... That's... That's new.. What is it? Oh, Celestia, I know this is just a dream, but that feels so weird!'

Twilight watches as Ponyville passed her by, as she quietly walked down empty streets. She remembered reading about dreams once, about how a pony could, with practice, influence their dreams. But try as she might, nothing she did seemed to effect her slow, steady walk through town. She couldn't turn her head, effect where she placed a hoof. Not even the expression on her face was under her control. She could do nothing but watch helplessly as her body took her on a tour of Ponyville by night.

It seemed as if her dream was nothing more than endless streets. That is, till she saw her. Another pony, walking the lonely streets at night. Her blue coat blended into the gloom, making her hard to spot at first, but with the help of the street lamps, Twilight could easily make out the lone unicorn mare making her way through town.

'Finally! Even if this is just a dream, it was starting to get lonely. Maybe they can... Wait, what am I doing?'

Twilight could feel her lips pulling up into a grin as she slipped into a dark alley, breaking into a brisk trot as she ducked behind the buildings. Just what was she doing? Twilight could feel the familiar sensation of magic starting to gather around her horn. Even in her dream it felt powerful, as if the world was now at her command. It was a feeling she had grown used to, the powers of magic taking a good deal of self control to use properly. Only now, she didn't even have control of herself. She watched as she turned down the alley, heading towards an outlet back onto the street. Was she trying to get ahead of that mare?

Finally she came to a stop, just standing barely out of the light of the lamps that reached into the alley. As she started to wonder just what was going on, she watched as her magic flared to life, two shapes starting to take form in front of her. A black sack and a coiled length of rope.

'Why... Why would I need those? What's going on here? What am I... No... Oh, no! Please, no!'

She could still feel that grin across her face as the blue mare stepped in front of the alley way. Her lips pulling the grin even wider as that sack flung itself out, the rope following close behind. Twilight's mind screamed, trying to warn the mare, but nothing she did seemed to matter. Powerless, she watched as the mare's head was enveloped in that sack, rope wrapping around it to press the dark cloth tightly into her mare's mouth, cutting off a cry for help.

Mentally Twilight beat against any restraints she could imagine, trying desperately to stop this, to keep things from going any further. But all she was rewarded with was the sight of the mare being pulled into the alley, more rope lashing her front hooves together tightly. She could hear the panicked whimpers and cries barely able to escape the sack as the mare was pulled to a nearby fire escape. The ropes extending, tying the struggling mare in place, her head held down low, front legs tucked up under her as ropes were magically tied around her back hooves. Twilight could feel her heart starting to race as she watched those ropes pulling the mare's legs apart, spreading them further and further till they were tied off, leaving her unable to close her legs, or indeed move them.

This couldn't be happening, even in her dreams. The whole idea was just too much for Twilight to comprehend. Her eyes never left the bound mare, they roamed over her body, drinking in every detail, forcing Twilight to explore her new captive. The mare's long legs, heaving sides. Her full, round rump displayed lewdly in front of her. Even the gentle swells of the poor mare's pony breasts were on display, exposed fully by her uncomfortable position. Twilight's eyes seemed glued to those, her gaze drawing closer by the moment as her heart beat faster and faster.

The scent of the bound mare hit her now, Twilight's senses flooded with the warm smell. She had never thought about the scent of a mare before, it had always seemed so normal to her. Something she lived with every day. But now, something was different. That scent, so ordinary any other day, it clouded Twilight's mind, it sent her spinning on end. As she felt herself breath in deep lung-fulls of that smell, her nose scant inches from the mare's soft breasts and round rear, Twilight felt something shift.

That weight between her legs had grown. She could feel it moving, swelling. The pull of gravity growing as she felt it press along her belly. The touch of her own fur sending a shiver to ripple along her flanks. This shouldn't be, this shouldn't be happening. But it was. She could feel herself growing to her full size, the throbbing making it unmistakable. Try as she might to deny it, the sensations told her otherwise. Twilight had a penis, and the scent of her captive had awoken it.

'No, no, no! This can't be happening! This isn't happening! It's just a dream. Come on, Twilight, wake up! Wake up!'

Her tongue flicked out, running along her lips for a moment. Her breath blowing hot through her nostrils, she reached out and pressed her wet tongue against the mare. The poor mare shivered, gasping sharply as Twilight's tongue moved slowly up from her breasts, caressing it's way upwards to the treasure nestled between her cheeks. The feel of another mare's coat against her tongue, the warmth of her flesh, it was something Twilight's mind had trouble processing. But her body took it all in and responded. She felt herself throb, the veins along her new shaft standing out in stark relief. And then, the taste hit her.

Her tongue had reached it's goal. The tender, warm folds pushed aside as she savored the flavor. Her whole body quaked at the taste, need surging through her veins. And at the same time, Twilight's mind reeled. It was all a dream, it couldn't be anything else. But it still felt too real! It smelled too real! It TASTED too real! By now her body was panting and her mind was as well. So much sensation, it was hard to keep track. Twilight could feel her consciousness in danger of being swept along in it all, carried away by the feelings her body was experiencing.

And then it happened. Lifting herself up to her hind legs, she felt the blood rushing through her veins. A quick glance down allowed Twilight to see the looming beast she felt was there. The mottled purple and pink lurking under her body before her vision was filled with the bound mare. Twilight could feel her in her grip, struggling against both her bonds and the forelegs of the unknown pony that now covered her. Twilight knew what was about to happen. Knew and wished she could stop it, that she could wake up.

'Please, oh please.. Not this.. Anything but this! I cant do this!'

Twilight was no stranger to her own body. She had, after all, once been a curious filly the same as any mare. She had explored herself, felt the sensation of contact with her own body. Even now, there were nights she spent exploring her own sensations. But this, it was something unknown to the once mare. The touch of another body against a part of herself she never had before. She could feel the warmth of the mare's sex, just barely kissing the tip of her throbbing member. It felt as if fire had professed it's love to her, and lightning was dancing a jig up along her spine.

She had less than a moment to feel the sensation race through her mind before her hips gave in to their need. A choked scream escaped the sack covering the mare's head as Twilight's hips pistoned forwards. Her body and mind found themselves in agreement as a long, throaty moan escaped both. The warmth felt as if it was trying to crush her, to crush her throbbing cocktip as it sunk into the poor mare. The mare tried desperately to kick her back legs, to stop whoever was mounting her, but she had been bound securely. She was left at the mercy of her attacker. Left to Twilight's mercy.

There was to be none as the unicorn's hips pumped again, forcing more of herself into her captive.

'Please! I... I can't do this! Ungh! I can't handle this! It's too much, please! This feeling, it's too strong!'

Her body didn't seem to be listening as more and more of Twilight's length disappeared into the warm depths in front of her. She could feel the body under her tremble as it was forced to accept more of Twilight's unwanted member. The tightness was unbearable, wet and grasping as it squeezes around her. Twilight could feel the mare's passage rippling around her, flexing in rhythm to her heartbeat. With another low groan, her hips started to pull back, slowly sliding her length from the mare.

'Yes! That's it, no more. Thank you... Thank...'

Twilight's momentary relief ended as her hips pushed forwards again, driving back into the quivering mare. A soft squelch echoed in the alley as the mare's sex started to provide lubrication, involuntarily helping it's abuser work deeper into her body. Before she could get used to these strange, overpowering sensations, Twilight's hips pulled back again, settling into a slowly building rhythm. She could feel herself pulsing deep inside the mare with every thrust, her hard, veiny length giving up thick dollops of her own juices to coat and slick the innermost reaches of her victim.

'Why... Why can't I stop! Oooo.. That.. That feels... Ungh! I have to stop...'

Her mind was a jumble. Each thrust into the mare brought such wonderful, dirty sensations. It felt as if she was trying to work her way into heaven with every stroke she took. But at the same time, it was all wrong. How could she be doing this? That appendage, that mare, everything was wrong. Even in a dream, she knew what she was doing was wrong. She couldn't do this, she wasn't a rapist!

Her breath quickened, as did the motion of her hips. She pulled back, feeling the mare's warm, pouting sex squeeze around her, as if it didn't want to let her go. The mare, on the other hoof, tried to struggle, to pull herself free from that plunging member at the very least. Her reward for her efforts was to feel Twilight's forelegs squeeze around her even tighter. Twilight grunted with effort on her next thrust, slamming her hips hard into the mare. She felt those grasping, squeezing muscles spasm around her, forced to yield to her surging length as she hit something deep inside the mare, her flared tip ramming at the entrance to the mare's womb.

'Oh, sweet Celestia... I... I can't take it... I'm gonna... Gonna..'

Twilight could feel her body tensing, feeling the weight of her heavy testes drawing closer and closer to her body. Her hips jerked back quickly, only to thrust her entire length back into the mare. Again she bottomed out, prodding hard at the poor mare's womb, which forced another muffled cry from her captive. Something was about to happen, she knew this, knew her body was building up to something. It kept coming, racing up to her like a wild beast. She knew what it meant to orgasm, she had done it to herself many times before. But this was different. This felt more primal, more violent. As if everything in the world was her's to control, even if she couldn't even control herself.

The lewd 'sclorp' of her member pulling out of the mare rang in her ears, and with a flick of her tail she was back in. Felt her balls swinging forward to smack against the mare's breasts, the tight sex around her spasming, and the body under her thrashing. It happened, her lips parting to let loose a long, deep moan. It built into a primal cry as she felt the release happen. That tight passage became tighter, painfully so as her member swelled, straining it's covering as Twilight felt the flood surge into the poor mare. Her captive squealed into her rope gag, shaking once again as she felt the touch of hot seed deep inside her. Again and again it happened, over and over as more of Twilight's thick cum filled the mare. Twilight's mind started to shut down, drained of it's will as if she was pouring her entire being into the shaking mare under her.

It could have gone on forever, but eventually it all subsided. Her mind was a buzz with everything, the ruin left behind by her orgasm, the sensation of the last of her seed slowly dribbling out into the mare. Her limbs ached slightly, and her body felt limp, as if she had just ran a mile. Slowly, almost agonizingly, she pulled back, her forelimbs letting go of the bound mare. She could hear the vulgar sucking as her member withdrew, felt the pull and suckle of the mare's sex around her as her softening member inched back. With one final tug, her swollen, flared tip pulled free, a lewd pop ringing out through the alley, followed by a gush of sperm flowing from the abused sex.

Standing on shaking limbs, Twilight watched as the mare in front of her collapsed, worn out from her ordeal. A puddle of cum was forming under her, pressure from the huge amount of seed inside her forcing all she couldn't contain back out.

'That... Oh my goodness... That was too much.. How.. How could I... That felt... Oh Celestia, how could I have enjoyed that...'

Eventually, Twilight slowly turned from her used captive, leaving the magical sack and ropes to slowly dissipate on their own as she started to make her way from the alley. Twilight could feel her limp member starting to retract itself, pulling back into her sheath, still dripping with the remains of her conquest.

'This.. This cant be real. It's got to be a dream. There's no way I'd ever do anything like this. No way I'd ever enjoy doing that...'

Twilight stopped in mid step. Slowly her lips curled into a grin. For a moment, she thought she had done it. That she had somehow regained some control over herself.

'That's now how you felt last night...'

That voice. It was inside her head. Some pony's voice was inside her head. No...

It wasn't some pony's voice. It was her voice!

'No... No, that's impossible! I'm not a rapist! I couldn't have enjoyed that! I didn't enjoy that!'

'You did. I did. I loved it.'

'This has to be a dream. It's a dream. I'm dreaming. I'll wake up soon. It's all a dream. It's all a dream.'

As she made her way back to the library on tired hooves, the same thing repeated through Twilight's mind. All the while, in the back of her mind, she knew there was no denying it...

Chapter 3

Twilight's Midnight Violations

a Shameless Clopfic

Chapter 3

The harsh light of day started to fill the room, illuminating the shadows and bringing warmth to Twilight's bedroom. It was not a very welcome feeling at the moment. As the sunlight brightened the room, it started to filter through Twilight's eyelids. Slowly rousing her from her precious sleep, the unicorn felt as if she had spent the entire night running a marathon. With a long, pained groan, she slowly sat up, a hoof rubbing at her forehead.

"Uuuuunngh... Those dreams..." The librarian groaned, wishing Celestia could wait to raise her sun at least a couple more hours. But she knew these things had to be, and like the sun she had to rise at the start of the day. But still, her sleep wasn't very restful. Just like the previous night, her dreams had become bizarre. The events of her dreams had been disturbing, and they made her tremble to think about. With a sigh, glad that the night was behind her, she slipped out from under the covers, making her way over to her bathroom to take care of her morning needs.

A few moments later she came right back out, a scream tearing past her lips as she raced as fast as her hooves could carry her back up stairs and into bed. Back under the covers, the trembling unicorn gasped for breath, her mind reeling from what she had just seen. What she had found attached to herself.

"No.... No no no no no no NO!"

With trembling hooves, she slowly lifted the sheets up. Scared to death of what she might see, but needing to confirm if her eyes were just playing tricks on her, she peeked under the raised covers. She immediately regretted it, quickly pulling the covers back down, which caused a rush of air to billow down the bed under the covers. She watched as the roll of fabric moved downwards to the foot of the bed, the sheets slowly starting to settle down over her body. And over that unmistakable bulge now growing from her lap.

"This... This isn't happening... This cant be happening!"

Twilight could feel the panic rising in her chest, just as the door to her bedroom opened. She nearly jumped out of the bed at the squeak of the door, but thankfully dove under the covers instead, pulling them over her head as she rolled onto her side to hopefully hide her morning wood.

"Twilight? Is everything alright?" Spike said as he came in, making his way up the steps towards the loft where Twilight's bed was. Hearing that scream had stopped him from starting his morning chores, and now his eyes were wide with worry over his unicorn caretaker. He reached the bed to find the sheets all wadded up, covering the shifting form her the unicorn. Eventually, as he was about to reach out for the sheets, Twilight peeked out from under the covers.

"S-spike? I... I'm alright.. I guess it was just a bad dream." She said, putting on the best reassuring smile she could muster. In the back of her mind, the worry over her new appendage kept nagging at her. What if Spike saw it? What if her friends found out? What if everything else from that dream had really happened?

"Are you sure? It must of been some dream."

"Oh... Oh yes, it was! But I'm alright now." Twilight felt as if her face would crack if she kept this smile up any longer. As if she could actually do it, she tried to mentally will Spike to just accept that and go back to his chores.

"Well, alright then. Still, you going to stay in bed all day or are you going to come down stairs?"

That was the last thing she wanted to do right now. She had to find some way to get rid of this thing before any pony else found out, and she couldn't do that while staying in bed. But going out, even just into the rest of the library, would blow her cover and expose what had happened.

"I... I'm not feeling so good right now, Spike. I think I'm going to stay in bed for right now, ok?"

"Do you want me to call the doctor? Is your eye bothering you again?"

"N-no! I mean..." She sighed, trying to calm herself down. It would do her no good to panic and cause Spike to panic along with her. "I think I'll be alright. I just didn't get much sleep last night, that's all. Please, if it's all the same to you, I think I just want to read in bed today. Ok?"

This seemed to calm the little dragon down some. He still looked worried about her, but at the very least he seemed to be accepting her explanation. With a sigh he nodded to the unicorn, reaching a hand up to her forehead.

"Well, you don't feel like you've got a fever. I'll just let you get some rest then. Do you need me to get you anything?"

"Yes. Um, could you bring me up 'The Night Landscape: A Dreamwalker's Guide' and 'Bodies Gone Wild: Transformation Mishaps'?" Twilight's selection of books seemed to confuse the baby dragon for a moment, but a smile from the unicorn reassured him. In fact, he didn't really seem to be looking her in the eye. With a raised brow, Spike had let his gaze drift lower a bit. Twilight followed his gaze downward, and almost screamed when she saw what had grabbed his attention. The sheets had settled again.

With a start she began to kick her legs about under the covers, laughing as she offered up another exaggerated smile.

"Uh, hehehe. Just trying to work the stiffness out of my legs, ya know?"

"Um... Sure... I'll just go get you those books..." And with that, Spike left Twilight to her overly energetic stretching. Once she heard her door close her legs stopped. With a sigh she lifted the sheets up again, gazing at her now hard and throbbing member.

"Ohhh... What am I going to do?!"

The day was just starting, which meant that work was just ending for one pony in particular, while it was just starting for another. Luna flopped down on top of the bed, letting her wings stretch out and drape over the covers like a comforter. It felt good to just flake out, to let the stress of the day melt away onto the sheets.

"Luna, do you have to do that on MY bed?"

Luna cracked an eye open, looking across the room to where her sister sat behind a large desk stacked with papers. A smirk curled her lips at the sight. Celestia was so responsible, so devoted to her work and to the ponies she looked after. At least, that's what she always made sure every pony thought of her as. In truth, Luna knew that the moment she could, Celestia would be flaked out right along side her. Why her sister tried to hide it, Luna thought she'd never know.

"Your room was closer." The mistress of the night said with a little murr as she wallowed deeper into the sheets, ruining the neat job her sister did of making the bed. Celestia just sighed as she watched her sister indulge herself with her bed. Luna was always so irresponsible, even in this day and age. It wasn't like she wanted to be the stick in the mud of the two, but things were expected of her. She couldn't just raise the sun, go back to bed, and get up just to make the sun set again. Of course, there were times she wanted to.

As the two sisters went about their respective activities, a knock came from the door.

"Come right in." Celestia said in her calm, serene voice. Luna only offered an open eye to the event, curious to see who it was, but not so curious as to pull herself up from the bed. As she watched, a white earth pony slipped into the room. The mare was dressed in a frilly maid's uniform, complete with feather duster tucked neatly into the strings of her apron. Between her teeth she held a rolled up scroll.

"Sorry to bother you, your highness, but this just came for you a few minutes ago." The maid said as Celestia's horn glowed a soft golden light. The scroll was gently floated from the maid's teeth, drifting over to the sun goddess.

"Thank you, Dusty. If there's nothing else, you may go now." The maid bowed low before slipping back out into the hallway, the door closing after her. With a little sigh, Celestia broke the small seal on the scroll and unrolled it in front of her. Luna watched as her sister's eyes slowly scanned over the contents of the scroll, her expressing as calm and unreadable as always.

But Luna knew better. She had grown up with the mare, and had learned the little tricks she used to hide her emotions from other ponies. The way her eyes seemed to be forced into their slow, calm read. The tightly held lips and set jaw. Whatever was on that scroll had upset her sister, and she was trying to hide that unrest behind a firmly placed mask.

"What is it, Tia?" Luna asked, finally lifting her head up from the mattress. She watched as her sister's shoulders slumped, a sigh escaping her lips as she let the scroll drift slowly down onto her desk. Celestia closed her eyes, taking a moment to collect her thoughts after what she had just read.

"It seems there has been an incident in Ponyville."

"An incident?" That was rather vague, but thankfully not as cryptic as was usual for her sister. "What sort of 'incident'?"

"I'm not sure how to say this. It seems that one of our ponies has forced himself upon another." Celestia looked up to see the bewildered look Luna was giving her. "Sexually."

Luna's mouth slowly pulled into a silent 'oh' as she laid there on the bed.

"I... I thought that didn't happen anymore."

"It doesn't. At least, not till just now. Or rather, the night before last, from what this says." Celestia said with a sigh. Luna slowly rubbed her chin with a hoof.

"And what of the local authorities?"

"They haven't found any leads yet. It seems neither of the two victims saw who it was that attacked them."

"And what of the victims? They were not harmed, were they?" Luna asked. "I mean, other than, er, sexually." Celestia shook her head at that. At the very least, there was that to be grateful for. Long, long ago, there had been ponies who had done things like this. As well as many things far worse. But those had been ages long since forgotten, and Equestria had moved on from those dark times. Celestia had come to believe that her ponies had grown beyond such acts. But it would seem that not all of them had forgotten the old ways.

"So what are we to do about this, sister?" Luna had sat up upon the bed, looking at her elder sister intently. Celestia considered this for a moment. It was clear from the letter that the authorities in Ponyville had no idea who could be doing this. It wasn't like they had much experience in dealing with a rapist on the loose. In fact, aside from the occasional theft or domestic argument, it was unlikely they had any experience in dealing with ponies being anything but pleasant and friendly. The concept of a pony acting in such a way would be as foreign to them as the idea of roasted meat.

They would need somepony to help them through this. Somepony who had dealt with such things in the past. But there was no way she could just run off to Ponyville any time there was trouble. She had a mountain of work to do before the sun sets. Not to mention there were dignitaries arriving any hour now whom she couldn't just brush off to go chasing after one rogue pony.

"Tia? Just what are you going to do?" Luna asked again. She watched as a grin slowly spread across her sister's lips. Suddenly, the goddess of the moon became very worried for herself.

"Oh, I'm not going to do much of anything, dear sister."

"No, no, NO!"

Once again the book slammed shut in front of her. What had started as just two carefully selected book had turned into several stacks arranged around her bed. Each one selected for the likelihood of it possessing the answer to Twilight's predicament, and each one sat onto a stack of books which held no answers for her.

With a groan she slipped out from under the sheets, making her way over to her window. Each time she had asked Spike to bring her another book, her assistant asked if she was alright. Each time he looked more and more concerned. And why shouldn't he be? His closest friend in the world was in bed, refusing to leave her room, and looking more and more upset each time he saw her. But still, he had done what she asked, and brought the requested books. Hoofbooks on alteration magic, guides on removing unwanted spells, theoretical works on the nature of dreams, even alchemical guides. Nothing even remotely connected to just what was happening to her.

With a sigh she peeked out the window, pushing the curtains aside a bit to look outside. To her dismay, the sun had progressed in it's steady march across the sky. She had spent the better part of the day looking through books in hopes of some sort of cure. But with each failed attempt, each wasted book, it drew closer to night time. Her gaze slowly drifted down to the floor. If her suspicion was correct, once night came, it would happen again.

She would live through another waking dream. She would go out, she would look for some pony. She would follow them, she would capture them. And then she would have her way with them. Just like had happen last night, and the night before. She would bind them, gag them. Then she would use them. She would taste their sweet flesh, and feel them wrapped tightly around her. Feel the grasp of their passage, the warmth of their heartbeat. Feel it through her length, feel their innocence being claimed by her member. And then...

A shiver ran up the length of Twilight's spine as she had to force herself to not think about those things. About the images and sensations that remained from what she had done. But already it was too late. That horrible, delightful weight had started to stir again. She could feel it plumping, slowly starting to sag from her sheath. With a startled gasp, she raced down stairs and into her bathroom.

With her sink faucet turned on, Twilight frantically hoofed water onto her face. The ice-cold water stung as it soaked the fur of her face, but the shock of it snapped her out of the lusty delirium that had started to overtake her. She panted as she tried to calm herself down from her panic, slowly looking around her bathroom. It still smelled slightly from this morning. After she had gotten her first set of books from Spike, once she had calmed down enough, she had tried to take care of her usual morning routine. That had been a disaster. She had expected one thing, and instead gotten something quite different. She had managed to get control of herself before the mess had gotten any worse. But still, the hamper was now full of soaked towels, which she was seriously considering just burning rather than washing.

"I... I can't keep doing this.."

'But I know I'd miss it...'

She winced as the thought came to her with no prompting. She would say or think one thing, then some part of her would contradict it. As horrific as it would be, Twilight dearly hoped she was possessed by some evil spirit. The alternative was just that much worse. That her own mind was starting to betray her, just as her body had the past two nights. That somewhere, deep inside her, she was enjoying what was happening. That she was actually looking forward to nightfall, and the lusty adventure it held for her.

With a shake to her head, she trotted out of her bathroom and back up stairs. She had to put a stop to this somehow, and she had to do it without any other pony knowing. How could she ever face her friends again should they find out what happened. What she had done. What she had become. A tremble ran down her spine as she sat herself in front of her vanity, looking at herself in the mirror, locking mismatched eyes with herself.

"This isn't what I am... I'm not this... This thing.."

'But I do like it.'

Twilight winced as the thought came to her again. Slowly she let her gaze drift from her reflection, moving down over the vanity and the floor till it rested between her hind legs. With a sigh she spread her legs slightly, looking at that thing between her thighs. It seemed huge on her girlish frame. The fat, wrinkled sheath pressed up just behind her own small breasts. The heavy, swollen testes resting against the floor. Twilight could almost feel them plumping up, filling with seed in preparation for tonight. Gingerly, as if curiosity had taken over, she slowly reached a hoof down to her shape. A slight prod against her sheath brought a soft gasp from her lips. She had to bite at her lower lip to keep a groan from escaping.

'Oooo... Yes..'

"N-no!"

She could feel herself starting to swell from that slight touch. With wide eyes she watched as her sheath plumped up, the wrinkles parting slightly to expose just the very tip if her member. It was as if Twilight had some wild animal living between her legs, with no control over it's actions. A beast that was easily awoken, and difficult to put back to sleep. Chewing on her lower lip, Twilight slowly slipped her hoof down to her swollen sack, giving it as light prod as well.

This time she couldn't stop the groan escaping her lips. The feeling was different, but no less intense. She had touched her marehood before, she was familiar with what that felt like. But this was so different. It was strange, but still felt so right. She could feel her pulse quicken just slightly, feel blood rushing into her sheath, fueling the beast hidden inside. With a little shiver she watched her sheath open more, the fat tip of her member pushing free, begging for attention.

"I... I can't.. I shouldn't.."

But why shouldn't she? She wasn't hurting any pony like this. She wasn't prowling the night for a victim to molest. She could feel the pressure, the need to release deep inside her. But this wasn't from the scent of another mare, or the sight of a mare's body bound in front of her. This was just from the curious touch of her own hoof. Nothing else could come of this. No bound and ruined mares, no painful memories. Slowly, an idea formed in her head. A plan of action that, thankfully, her rebellious subconscious decided not to contradict.

If she couldn't cure herself of this 'condition', perhaps she could manage it. She had considered trying to tie herself up, maybe chain herself to her bed. But that wouldn't work. She'd need another pony to do it if it was going to hold. And any knots or locks she'd simply be able to undo with her magic, or just teleport herself out. No, restraining herself wouldn't be the answer. But perhaps satiating herself would be!

If she could keep this thing... If she could keep herself satisfied, maybe she'd remove the need to go out at night. Twilight knew it was a long shot, that it wasn't a cure. But she didn't want to hurt another pony again.

With a sigh, she looked down at her member again, seeing the plump tip resting just on top of her sheath. It was so strange, so alien to her, and yet it was a part of herself. With a deep breath she reached for it again. Slowly her hoof pressed against the rim of her fat flare. Almost as if sensing the needed contact, she felt her tip swell, pressing more firmly against her hoof as her sheath starting to strain slightly around her grown length. She felt a shiver run up her spine, her eyes closing as she continued to stroke around the rim of her cocktip. She had never thought she'd ever touch a stallion's cock before. And yet here she was, only the cock she was touching was her own!

It felt so weird. Part of her was disgusted, ashamed that she had to do something so lewd, so vulgar. She was a mare, she shouldn't be doing this. She shouldn't be enjoying it. But she was, as her pulse quickened yet again, her heart pounding, she loved it. She could feel her heart beat through the warm flesh of her member, feeling it growing with each throb that raced through it. Soon it had grown enough for her to move her hoof down it's length, pressing against the bulging vein along it's underside. That brought another low groan from her lips, and her eyes fluttering open.

She gazed down at her beast, at the growing organ that had taken on a life of it's own. It sagged, hanging out of her sheath like a noodle. She was only half hard, and already it looked massive to her. She watched as the little opening at the tip gaped suddenly. Slowly, a thick dollop of pre welled up out of it, starting to ooze sluggishly down her tip and along the underside of her shaft. With a little gasp, Twilight realized she couldn't do this here. She remembered the condition that mare had been in last night. How swollen she seemed and how and endless flow of seed had gushed from her. To do this here, it would create a mess she'd have to spend all day cleaning.

Getting to her hooves unsteadily, she started to make her way down to her bathroom. With each step, she could feel her member swaying. It bounced and shook, sliding further from her sheath with every step. It took all of her willpower to not stop half way to her goal and continue her ministrations. How a stallion could ever deal with this thing, she had no idea. Feeling her swollen sack rub against her thighs, and that cock nearly bouncing against her knees, it was all getting to be too much.

"Ngh... Come on... Just a little further.. Oooo..."

By the time she made it into her bathroom, she was already panting. Her member had hardened, growing to it's full angry glory as she walked the short distance. Now she could feel it against her, smacking against her belly with excitement. A spurt of pre gushed from her tip as it made contact with the soft fur of her underside, leaving a sticky streak through her fur. Twilight gasped at the sensation, not only was it pressing against her belly, but her small pony breasts were being pushed aside by it!

Biting her lip so hard she feared it would start bleeding, Twilight made her way towards her shower. If she was going to do this, she needed to make sure she did it some place that would be easy to clean. Pulling the sliding glass door aside with her magic, she slipped into the shower. The frosted glass wall offered soft lighting, making it easy to see in the nearly pure white space. With another flick of her head, the door closed, and she was alone in the shower. Alone with her little beast.

It took Twilight a moment to consider how to go about this. Before, when she didn't have anything extra to worry about, she had just laid on her bed and slipped her hoof down under herself to reach. But now, she didn't think that would work. If anything, in her current state, she imagined that would of been rather uncomfortable. So with a good deal of squirming, she leaned back against the far wall, letting her hips slide out in front of her a bit. As she did so, the monster between her legs came into view.

"S-sweet Celestia!"

Twilight had seen stallions. Well, pictures of them at least. It wasn't something she was proud of, the few time she had looked into those sorts of books. But what she saw in front of her now, it looked like it was from some overly exaggerated illustration. If she didn't know better, she could of mistaken it for a fifth leg. Her member stood proudly from her lap, as big around as her hoof, if not more so. And that was just her shaft. Starting at the base, the deep purple of her flesh flowed up along the veiny length, till soon it was broken with spots of soft, fleshy pink. Past the ring of flesh near the middle, her mottled coloration gave way to a pure pink, flowing up towards the swelling of her tip. The blunt head looked like some sort of battering ram, flattened with just a slight dome to the top, flared out wider than the rest of her length.

Twilight could feel the blood flow from her face as she looked at herself. If she was this huge, she had no idea how she managed to force it all into that poor mare. No wonder the mare from last night was in such a sorry state when it was all over. Right then, Twilight considered herself lucky to not have killed the bound mare. As shocked as she was at how endowed she was, and disturbed at how much it must of hurt her victim last night, Twilight couldn't stop another feeling from taking root inside her. Pride.

She was massive, big enough to put many full stallions to shame. She shouldn't be, but somehow she was pleased with how large she was. At how her huge size must of felt to that poor mare. How it must of stretched and strained her, dominated her very being. Twilight couldn't take her eyes off of her own length, her hoof slowly reaching out towards the obscene member.

A loud groan freely slipped form her lips as her hoof started to stroke up along it's side. She could feel how hard her length was. How strong and powerful it had become now that it was at it's full size. A tremble ran through her body as she reached the tip. Biting her lip she pushed her hoof against her flared cockhead, feeling it give slightly before the resistance grew. With more pressure, she pushed her hoof against it, watching as her cock started to tilt slowly, leaning further and further. Deep inside her hips she could feel the root of the thing shifting slightly, leaning along with the rest of it.

Twilight pulled her hoof back suddenly, letting her length spring back to it's fully erect stance. A loud gasp filled her throat at the feeling. Her cock had sprung back into place, wagging from side to side for a moment. Each time it moved back and forth, it felt as if it was pulling her with it. The sensation was unlike anything she had felt before. As if her whole world was condensed into the pillar of flesh before her. Like everything she was now consisted of her member and nothing else.

With a deep breath, Twilight closed her eyes and brought both hooves to her length. Slowly at first, her hooves both worked up and down her shaft, caressing and stroking along the veins and bumps. It was a far cry from the mare last night, but it would have to do.

"Nngh... More... I need more..."

The words were breathy and distant, as if she was speaking to herself from across a long hallway. At the far end was her goal, the release she needed. The release she wanted. Her hooves moved faster, pulling her shaft closer to her body as she started to stroke one hoof along the bulging underside. Pressing against it, she felt the rippling sensation as it opened and closed with her motions, the muscular passage that would carry her seed from deep inside.

Panting now, the lust-filled unicorn quickened her pace, working her hooves furiously along her shaft. It felt good, it felt amazing. But still, despite her efforts, it wasn't enough. Something was missing, something she needed to bring herself to the release she was after. Before, when she was still a mare, it took little more than her own hooves to bring her to release. But now, even with her length throbbing and spurting thick globs of pre, something was missing.

"Ohhh... Please... I need this... I need to cum!"

Her hooves were frantic, one reaching up to stroke and press at her tip. She felt her pre splatter against her hoof, and started sliding it along her length. Soon her shaft was slick and glistening, and the sounds of her hooves sliding through her own juices filled her ears. The lewd, disgusting 'shlurk' and 'slichk' as they made their way from root to tip, gathering up more lube only to spread it thickly down her pulsing length. It sounded so rude, so vulgar. So much like the sound of that mare's sex as she violated it.

A sharp gasp left Twilight's lips, the thought coalescing into an image in her mind. Oh, that mare. She was so sweet, bound and presented like that. Her smell, her taste. Slowly Twilight's tongue slipped out, caressing her lips as her member started to jerk. A hoof slipped lower, moving to press against her aching balls, stroking and rubbing them as the other continued it's endless slide up and down her slick pillar.

The warmth of that mare, the way she struggled. In Twilight's mind, it was as if she was there again. But this time she didn't hold back, she didn't resist what her body wanted. What her body needed. She could almost feel the resistance of the mare's sex, trying in vain to keep her from what she needed. The feel of that resistance ending as Twilight forced herself inwards. The tight, warm grasp of the mare's passage. The feeling of it struggling around her, desperately trying not to break apart around such a powerful, mighty length.

She could feel herself tensing up, her testes drawing close in their sack. Her breath blew in hot puffs from her lips, her tongue flipping out with each pant to lash against her dry lips. She could hear the soft patter as spurts of pre shot from her tip, splattering against the walls of the shower. Oh yes, that mare was what she needed. To picture her, that bound mare struggling as she was used. Nothing more than an outlet for Twilight's pleasure, her needs. To remember the feel of her body, of her quivering sex, how it squeezed and milked. Now it surrendered to her. How she had used it to fulfill her desire.

Twilight's mouth hung open, hot breaths blowing freely as her hips starting to twitch, to buck, thrusting her spurting length through her hooves as a long cry formed in her throat. It rose, building as the pressure inside her reached it's peak. She felt it coming on again, that wild, unstoppable sensation. The beast was about to be let loose, her blunt cocktip swelling, growing thicker by the moment. In an instant it was upon her. Her face contorted in a cry of pure lust as her shaft erupted.

Her eyes flew open in time to see a thick rope of seed spraying from her tip, aching in the air before it splattered back down. It landed on top of her, covering her belly and chest. Another buck and a second stream flew free, this time it hit the wall behind her, splattering loudly before it started to slowly ooze down into her mane. Again and again she watched the spectacle of her own cock spasming as her cum was thrown about the shower. With each convulsion, she felt it start to lessen. The beast was running out of steam.

Eventually it finally subsided, and her spent length sagged back, resting against her belly as it slowly oozed with the last of her orgasm. She was out of breath, her mind a frazzled, worn out mess. It was over, she had taken care of her need for the day. But somehow, she part of her felt worse because of it. She wanted to keep herself form hurting another pony, but now the memory of last night wouldn't leave her. She had tried to manage her situation, but nothing she did worked till she had let herself go and took pleasure from the memory of hurting another pony.

As Twilight tried to catch her breath, she looked about the shower. It was still all white, but now that white was oozing down from the walls. It was pooling under her body, and soaking through her fur. Every breath she took was filled with her own scent, the scent of a potent, virile stallion...

Chapter 4

Twilight's Midnight Violations

a Shameless Clopfic

Chapter 4

A wide yawn stretched her mouth as her hooves touched down on the cobblestone streets. It was far too early for such a long flight. At least, that was how Luna saw it. Tucking her wings up against her body, she grumbled slightly. Her sister would have made excuses about why she couldn't do this herself, and in the same breath insist that Luna just had to be the one to go out and help the poor ponies of Ponyville.

It wasn't that she disliked her subjects, especially the ones of this fair town. But she had been up all night, and now she was looking at the prospect of spending all day and night chasing after one pony who clearly had lost his senses. Luna had tried to explain that she needed to be here for when the moon rose again. Of course that didn't seem to phase Celestia any. She just smiled her oh so understanding smile, and offered to take care of the sun and moon till Luna got back.

Luna ground her teeth together as quietly as she could. She could feel the vein popping out on her forehead as she thought about the situation her sister had placed her in. Eventually though, she managed to calm herself enough to take in her surroundings. It was well past mid day by now, and there were ponies filling the streets as they went about their daily lives. Right about now, Luna should have been fast asleep, but here she was, with a job to do.

With a sigh she looked about at the ponies. Many of them were giving her a wide berth. While she didn't really mind it, she was, after all, a royal alicorn, it still annoyed her a bit. She could tell many ponies were still nervous around her. And considering she was here during the day, her sudden appearance must seem all the stranger to them.

Still, she had a job to do. And the sooner she finished it, the soon she could get back to enjoying the bliss of a day's sleep. With a deep breath, Luna started down the street, heading for the tall building that served as Ponyville's town hall.

Steam billowed out from the open door, it wafted about and drifted up to the ceiling as Twilight made her way out of the bathroom. She sighed deeply before taking in a much needed lung-full of cool air. She had been a total mess, as had been the shower. She was grateful she chose to take care of her needs in there, it had made cleaning up much easier than it would have been otherwise. The bathroom still smelled funny, however, but it wasn't as overpowering as it had been.

Drying herself off, however, had almost been a disaster. Before she realized it, she had started to get worked up all over again. It took a lot of effort, but she had managed to calm herself down enough to finish. And to think, she had just covered herself and her shower in thick seed minutes before. But it still just took the smallest of caresses to bring her to attention all over again. But still, it was done with for now, and with any luck she'd be able to spend the rest of the day and hopefully night in a more or less normal state.

With a deep sigh she let herself flop onto her bed, a few books bouncing about as she did so.

"I'm so glad that's over..."

'But I wouldn't mind doing it again...'

Twilight was expecting that. The thought gave her a slight shiver, that it just came so easily now. She had to admit, she did enjoy it while she was in the act. It was exciting. It was primal. It was pleasure. But the reason she had to do it. The reason for all of this, it was something she wished she didn't have to face. That it was all to prevent her from going out tonight and having her way with some innocent mare.

Twilight hadn't given up on finding a cure for her 'condition', but at the very least now, she hoped, she had time. She looked over her collection of books. Despairingly few remained that she hadn't already gone through. It was as if no pony had ever experienced what she was going through. The idea should have thrilled the inquisitive unicorn, to be able to experience something for the first time ever. But at this moment, all it did was lower her spirits.

"I cant keep doing this. I've got to go out some time, but I just cant like this..."

'Other mares might start to want me if I did...'

With an annoyed groan and a hoof to her forehead, Twilight turned to one of her book, starting to flip through the pages. Anything to keep her mind from wandering and pulling up more lewd thoughts. This book didn't look like it would have the answer she needed, but it was an convenient distraction at the very least.

But even as she busied her mind with reading, it kept slipping off, back down that dark road she tried so hard to keep it from. She had never thought she would ever be intimate with another mare. If it was always like that, she didn't blame some stallions for wanting it all the time. To think, if she could be with a mare anytime she wanted, to always be able to feel that delicious sensation of warm flesh wrapped around her. Maybe even a mare she knew. Maybe even one of her friends...

The hoof struck her face hard, enough to leave a bruise under her fur. It was her own, and she knew she deserved it. Without her realizing it, her mind had wandered off again, directed not by her will, but that thing between her legs. Even now she could feel that it had plumped up, bringing her thoughts away from the magical formulas she was reading about, and towards vulgar images depicting her friends.

"That's it... I'm going to find a way to get rid of this thing, even if I have to get a saw!"

'But I'd miss it too much.'

"UGH!"

Twilight threw her hooves over her head as she buried her face into the pages of her book. She just couldn't win. Couldn't escape from the fact that first her body, and now her mind was betraying her. Turning her into something she wasn't. Something she didn't want to be. At least, she thought she didn't want to be. Even now as she contemplated performing a self-administrated operation, she found herself hating her new member less and her resistance more.

A knock at her bedroom door brought Twilight out of her internal argument. Lifting her head from her book, she looked down from her loft. With a nervous shift, she tried to make sure her hind quarters were firmly nestled onto the bed, her tail tucked close to ensure nothing unusual could be seen.

"Spike? Is... Is that you?"

The door slowly opened, but who peeked in at her wasn't Spike. Far from it, the old brown hat and freckled cheeks told her at once who it was.

"Howdy, Twi. How ya feelin'?" Applejack slowly let herself into Twilight's room. Thankfully, as she started to make her way up the steps, she didn't notice the panicked look that came over Twilight's face.

'What is she doing here? This isn't good..'

'But just look at her!'

Applejack came to the top of the steps, making her way closer to Twilight's bed. She had seen the orange farm pony countless times. But right then, it was almost as if she was seeing her best friend for the first time ever. She didn't know why, but Twilight drunk in the image of her pony before her and she could almost feel herself salivate at the sight.

"Ah stopped by ta see how you wer doin, an Spike said you wern't feelin too good." It took a few moments for Twilight to snap herself out of her daze, her mind too caught up in exploring what seemed to her to be a vision of equine divinity.

"I... I'm just feeling a bit under the weather, that's all." Twilight smiled, trying her best to look as if nothing was wrong. But in reality, the situation couldn't be worse. She could feel herself starting to grow, pressed between her own body and the sheets. It suddenly started to feel very hot in her room.

"Well, Ah hope it's nothin serious like. We've all been worried 'bout ya, Twi." Applejack said in her little drawl. Even that sounded heavenly to Twilight at the moment. Try as she might, she couldn't keep her eyes from roaming over her friend's figure. Applejack wasn't a slight pony by any means. She wasn't fat, but her body had delicate curves, softly molded over her form to entice and tantalize. Twilight knew, however, that under the tender, soft padding, there were muscles as strong and as hard as any athlete's. Twilight imagines her friend could handle anything, her stamina unmatched. Her wide, softly curved hips able to take relentless pounding, only to put those foal-bearing hips to their true test...

Twilight winced, did her mind really just go there? Did she honestly just imagine getting Applejack, one of her best friends in the world, pregnant?!

"Th-thank you, Applejack. But I'll be just fine. All I need is a little rest and some time to myself. That's all." Twilight forced her voice to sound as calm and honest as she could. But inside, she knew what she was wanting to say. The words that kept coming to the front of her mind, threatening to burst from her lips.

'Oh, sweet Celestia. I need her!'

"Well, a'right then. Ya sure ya don't need nothin'? Ah cin git ya some fresh apples if'in ya want?" Twilight realized she was breathing deeper by the moment, nearly panting. Applejack's scent, it was like the mare from last night, but so much sweeter. She must have must came from working in the fields. The smell of dust and sweat blended into a heavy musk that clung to the mare like a delectable cloud. It filled Twilight's lungs with every breath, and made her head dizzy, as if she was becoming drunk on it.

"No, I'll be alright. Thank you for checking up on me though."

'Oh please come closer! Let me touch you. Let me taste you. Let me feel you!'

"A'right then. Ya git some rest, ya hear?" Applejack said with a smile as she turned to leave. She looked back at Twilight one last time before starting her way down the stairs leading from the loft. Every fiber of Twilight's being wanted nothing more than to chase after her. To mount her, to do such delightful things to the retreating goddess that had visited her room. It took every ounce of will she could muster to keep her legs firmly locked under her body.

As she heard the door to her room shut again, Twilight let out a deep breath. The room still smelled with the lingering scent of Applejack, and her position on the bed had become very uncomfortable. With a sigh she rolled over onto her side, looking down at herself. She was greeted by the sight of her member, throbbing and oozing onto her sheets. Once again, it was demanding attention, having gotten a whiff of such a ripe, ready mare.

"Alright, alright... You win..."

Twilight grumbled as she lifted herself up off the bed. With her eyes narrowed, she made her way down from her loft and back into her bathroom. Two showers in one day couldn't hurt, could it?

Luna watched as ponies went about their work in the town hall. She sat and watched as they moved scrolls from one desk to another, filing important papers in one bin only to quickly move them to another, as if the short amount of time they spent on one desk was important. Remarkably, it reminded her of the offices back in the Royal Palace.

And it annoyed her just as much. If there was something else she could be doing at this particular moment, she'd gladly do it. But no, at this moment all she had to do was sit here and wait. Her arrival earlier had caused a bit of a stir amongst the office ponies that worked here. Even now she suspected they went about their duties with greater energy just to impress her. She wished they would stop. This sort of thing didn't impress her. Far from it, it only reminded her how she little more than a figure to be respected and feared in the eyes of her subjects. Not honored, not welcomed. Not loved. If anything, she'd rather they were indifferent to her being here. At the very least then she could feel normal, if only for a short while.

But here she sat, feeling out of place as ever as every pony else made her presence seem like a big deal. Luna had lost track of how long she was sitting there, waiting on one of the mayor's aid to return with the pony in charge of Ponyville's night watch. Since the previous two attacks had happen at night, it was him that would of been on the scene, and could provide the princess with the information she needed.

It was just another delay before she could get this finished and return to some much needed sleep. For a while, she had considered just dozing off right there. She was sure no pony would notice if she closed her eyes and fell asleep for a few minutes. Just as she had decided to let her eyes rest and see if any pony noticed, she heard hoof steps approaching her.

She opened her eyes to the sight of a uniformed stallion, his dark gray coat and short cut mane matching his demeanor. Clearly he was a member of Ponyville's police force. He bowed low in front of her before introducing himself.

"Night Watch, at your service, your majesty."

It took a moment for Luna to get over the irony of the stallion's name. It was fitting, but rather humorous. She took in his appearance, and his no-nonsense manner. Clearly, he was going to be a very droll companion for the course of this venture. But at the very least, it may help to get this matter settled all the quicker.

"Ah, yes. A pleasure to make your acquaintance, Night Watch. I am here because we have received word of a rogue pony stalking the streets of your fair town by night."

The police pony sighed. It seemed he had already figured why the princess was here, but it wasn't something that he wanted to deal with. Luna could tell from the way his stance shifted. It was a matter that bothered Night Watch, one that he had hoped would be a simple matter to deal with.

"To tell you the truth, princess, we're at a loss for what to do about this. We don't have any leads, and not the coltpower to patrol every street at night."

"Yes, I'm aware of this. Whoever is doing these heinous acts has so far been careful to not allow themselves to be seen. It seems we will have to try to catch them in the act." Luna said. The prospect of coming upon a rape scene was one she did not relish, but if that was how this violator must be caught, then that was just what they would do.

"Well, night patrol should be starting soon. Will you be joining us, your majesty?"

"Yes. With any luck, we will be able to put a stop to these attacks post haste." Luna nodded as she stood. She could feel the fatigue in her limbs as they bore her weight, but that would have to wait. All she had to do was apprehend this one pony, then she could flee back to her warm, soft bed.

Twilight lay under the sheets, her legs tucked under herself as she flipped through the last few pages of her book. It was the last one, all the others had been gone through and now rest in the stacks around her bed. Each one had offered her no answers to her condition, and it seemed as if this one would be no different.

With a sigh she flipped to the last page, finding only more useless information. She had gone through so many different topics in the hope of finding anything that might lead her to a cure. But now, it seemed as if there was no way to save herself from this situation. Perhaps she could contact Princess Celestia for help? Surely a pony as powerful and knowledgeable as the princess would know of a cure.

But then, she would have to explain everything. Twilight knew there was no way she'd ever be able to hide everything from the princess. She'd have to explain how it all started. What she had done those two nights. Not only would it destroy her reputation, it would destroy her relationship with the princess. She could forget about being Celestia's student. Forget about her life here in Ponyville. She'd probably be sent to some mental home for insane ponies. Or even some dark dungeon under Canterlot, locked away where she'd never be able to hurt another pony ever again.

A shiver ran up Twilight's spine at the thought. She'd probably never be let out. Never again to walk the streets freely. To feel the warmth of the sun or the cool night air. Never allowed to feel the touch of a warm mare. With a shake of her head she tried to dismiss the idea. She couldn't let any pony find out. This was her problem, and she had to be the one to fix it.

With a deep breath, Twilight slowly lifted herself up from her bed, the sheets sliding slowly over her flank as she stepped down to the the floor. A glance out the large balcony window told her that night had settled at last. She was tired, but not overly so. Spending most of the day in bed had left her with more energy than she realized, despite wearing herself out twice already. A slight blush came to her cheeks as she thought about that, how she had explored her body's new addition in the shower. As her mind replayed the events, she could feel it getting warmer in her room, and decided that some cool night air might do her some good.

As she walked up to the balcony window, she found there was little hesitation as she magicked the window open. She was sure by now that she had taken care of her need, that she was in no danger of going on another night time hunt. As she stepped out onto the balcony, she let her eyes slowly drift close and her lungs fill as she took a deep breath.

The night air. It smelled so sweet. The cool air smelled of crisp leaves and sleeping flowers. Of distant rain storms and soft moonlight. Of wind-blown manes and cool coats. The night smelled of mares. Her eyes still closed, without her realizing it, Twilight started to walk to the edge of the balcony. Her eyes opened as a smile slowly curled her lips, and she took a step over the edge.

'No... No! I... I already took care of that! I... I shouldn't be doing this! Oh, why cant I stop? Why do I need to keep doing this?'

'I need to. I just need to. I have to find another one. Another mare to use. Another mare to be with. I need to.'

Twilight's mind warred with itself while her body went about it's single-minded direction. Down the branches of her tree home, she found herself once again in the dark streets of Ponyville. Each step she took, she could feel the weight between her legs, the plump sheath and heavy sack begging for release into a warm mare. She watched homes and businesses pass by as she made her way down the thankfully empty streets of the town.

'I can't keep doing this... This isn't right... This isn't what I want...'

'But it's what I need... I need to find another mare... I just have to...'

'But I don't want to hurt another pony... I don't want to be a rapist...'

'But I am... This is what I truly am now... I'd miss this too much if I stopped... I'd miss the feeling... The sensation... I feel so good... So powerful... I want to feel this again... To feel that warmth around me... To smell their sweet scent... To taste their tender flesh... I could never stop...'

'I can't stop, can I?'

Twilight's eyes roamed up and down the street as she made her way from one lamp to the next. All the while on the look out for some pony. Some mare she could make her own. The sound of hoof steps from behind her made her pause, her ears twitching to pick up the faint sound. With a quick turn she slipped into the shadows between two buildings, lurking back to see who it was that was approaching from behind.

'I don't want to do this but... But I need to, don't I?'

'I need this... I want this... It's all I ever want...'

Twilight could feel herself slipping away, the last bits of resistance starting to falter as her urges took control. She could feel herself plump, her sheath swelling as the hoof steps drew closer. Soon her member was dropping free, already she could feel a dollop of pre oozing from the tip.

'The feeling... I miss it... I really do miss it... I... I don't want to go without it... Not ever...'

'I need this... I need a mare... I need to breed...'

'Yes... I need this... I want this... I want her.. I want them all... I want to feel them, taste them, smell them... I want them to all be mine...'

As those hoof steps drew closer, the grin grew across Twilight's face. Her eyes narrowed as her horn flared to life, and the tools of her trade appeared before her, the sack and robe conjured from thin air. A hoof pawed at the ground in anticipation, and she could feel her now erect member smacking against her underside, pressing between her soft pony breasts. The sweet scent of a perfumed mare had just started to reach her nose.

'This one... This one first... I want her... I need her...'

Her grin slipped into a smirk as she watched the mare trot slowly past the alley way. Her light pink coat still slightly damp. Her soft blue mane held back by a head band. Twilight knew her, had seen her many times. The memories came to her as she took in the earth pony's form. How had she not seen it before? Seen how lovely this creature was all those times in the past. The care she had taken in bringing the pleasure of a warm bath and tender massage to so many ponies. Now, Twilight would take an even greater pleasure from this elegant mare.

"Pssst..."

Twilight let the sound slip from her lips just as Aloe was about to walk past the alley. The earth mare stopped, her ear twitching as she picked up the sound. With a quick look around her, she took a step back and peered into the murky shadows of the alley.

"Ello?" Her sultry voice carried a thick accent, one from growing up in a far away land. It gave her an exotic, mysterious air about her. She was just what Twilight needed.

"Can... Can you help me?"

The voice sounded worried, scared. Cautiously, the spa pony took a step towards the shadows. She was nervous, but the thought that some pony might need her help spurred her onwards. She didn't know what she'd be able to do, but she wasn't about to abandon some pony in danger.

"Who... Who iz der? What iz it joo need?" She asked, her eyes straining to penetrate the darkness, to get some idea of who it was that needed her help. Slowly, she could see a figure standing just beyond the limits of her eyesight.

"You."

Aloe's gasp lasted but a moment as the sack flew out from the gloom and swallowed her up, the rope following close behind to lash it's way around her head and gag off any attempts to call for help. Twilight grinned as she dragged the struggling pony into the shadows with her, more rope binding her hooves tightly.

Twilight leaned in close, pressing her cheek against Aloe's side, nuzzling at her cutie mark. The white lotus, she regarded it for a moment. Soon the mare's own petals would be sullied and ruined, all for Twilight's pleasure. She nuzzled her way up along her captive's flank, drinking deeply of her scent. She had just came from the spa where she worked, the scent of expensive soaps and exotic oils filling Twilight's lungs. They were pleasant, delicate, but not the perfume she desired most.

Slipping back, she let her lips kiss over the mare's cutie mark, her teeth gently starting to nip at her hide. This brought muffled squeals from inside the sack, fresh struggles testing the ropes that had found places to tie themselves off, pulling all four of Aloe's legs apart, leaving her spread eagle in front of her assailant.

Those lips and teeth found their way under her tail, nuzzling that blue tail to lift up out of the way. Warm breath blew against her, caressing over her hidden treasure before a deep inhale cooled them. Twilight let out a throaty groan, that was what she wanted. This musky, undoctored scent. The scent of a mare. Of her mare. It sent her heart racing and her blood boiling.

'Yes... So good... This is what I need... What I want...'

With a lick to her lips, she pressed against her captive. A shrill scream was muffled by those ropes as Twilight's tongue slipped out, and right into her captive. Her mind spun as she tasted the warm depths, the slick petals blooming around her. Like a starving foal, she lapped at the sweetness. Her tongue probing, caressing, feeling. Her captive couldn't keep still, squirming and whimpering with every touch of that warm little muscle. Another groan, this time right into her tenderness, and Twilight felt her tongue captured for a moment as the spa pony's body shook and her sex squeezed tightly.

Twilight let her tongue linger for a moment as her lips pulled back, flicking devilishly at the quivering marehood before her. With a lick to her lips she took in the sight of her work. Her little plaything was trembling, whimpering deliciously as she struggled against her bonds. That was enough play, Twilight could take no more. She could feel her member beating against her belly, smacking soundly as spurts of pre clung to her fur. It was time.

'I... I'm going to rape her... And I'm going to love it...'

With a grunt, she rose to her hind legs, only to let herself come crashing down on Aloe's back, sending a startle cry from the poor earth pony. She felt the dampness of her mare's coat as Twilight wrapped her forelegs around her, squeezing her tightly as she brought her hips up. Her member bobbed about, pressing urgently against her captive's rump. It took her a few thrusts, but soon she felt it. Those petals opening up around her tip, kissing tenderly at her throbbing head. With a thrust and a gasp of satisfaction, she forced herself inwards.

'YES!'

Aloe kicked, screaming against her gag as she felt herself being forced painfully wide. Her whole body shaking as Twilight sink her cocktip into her plaything. She was tight, painfully so, but it only served to excite the unicorn even more. She could feel the mare's pulse, the frantic racing of her heart beating against her own throbbing tip. With another thrust she sunk deeper, feeling muscles protest around her as they were forced to accept something beyond their limits.

It felt like heaven to Twilight. She felt powerful, she felt strong, she felt in control. This was what she wanted, more than anything else. Her hips pulled back, leaving a painful emptiness behind her, only to sink even deeper with her next thrust. New depths to ruin and defile, new heights of ecstasy to experience inside this mare. Her face was lifted skywards, eyes fixed on Luna's silver moon as her face was a mask of pure bliss.

Again and again, she worked herself deeper and deeper into the poor spa pony. She felt the body under her trembling, that tender sex quivering, straining. With a small smirk, Twilight glanced down at her captive. She wondered if this was Aloe's time of the month. Twilight almost laughed out loud at the thought. The idea of the spa pony going to work, seeing her round with a foal she had put inside her. It was funny, Twilight had never thought about that. Never thought about such things before now. But for some reason, the whole idea delighted her. With a grin she looked down at her captive, squeezing her forelegs around her all the tighter as she gave a particularly vicious thrust.

She was rewarded by a muffled squeal, the quiver of sides as they panted for breath against her forelimbs. Twilight's hips smacked into Aloe's rump, and she felt herself bottom out, her oozing, throbbing tip pressed deep inside, grinding against the entrance to the earth pony's womb.

'Mmm... Yes... She's mine... I'll claim her... My little brood mare...'

This time Twilight didn't bother to stop the giggle that escaped her, pausing only to grunt with effort as she pistoned her length deep inside. Leaning in, she nuzzled and nipped, biting lightly at Aloe's shoulder as she felt her bouncing sack tighten. Any moment now, it was getting close. That sweet, sweet release she so desperately craved. The feeling of emptying herself deep inside. Of spilling her warm seed into a waiting mare. Of leaving her with a foal growing inside. That was what she needed. What she wanted.

'So close... Yes, just a bit more... I need it so bad...'

Aloe squealed as she felt Twilight swell inside her, pushing harder and harder at her cervix as that massive cock flared inside her. Then it came, the thick rush into her depths. Again and again, the pressure building as Twilight tilted her head back. A deep, primal cry escaping into the night as she released into her mare. Her swollen cock acting like a plug as more and more pressure built, forcing her cum deeper into her captive, seeping into her womb. With one last shuddering grunt, Twilight pulled back.

The vulgar suckling sound was music to her ears as the tightly wrapped marehood pulled on her shaft. She came free with a wet pop, the last of her orgasm splattering against the otherwise freshly cleaned mare's rump. Twilight watched with a satisfied smirk as that mess was joined by more, gushing and spurting from the spa pony's ruined sex.

'Mmm... That's so lovely... Just how one of my mares should be...'

With an exhausted groan, Aloe collapsed, hanging limply in the ropes that bound her in place. With a smirk, Twilight's horn flickered softly, one by one undoing the ropes to let her used mare curl up on the ground. She admired her hoofwork, a sense of satisfaction filling her as her dripping shaft slowly slipped back into it's hiding place.

For a moment, Twilight considered staying. Perhaps she could have her way with this mare again. It would be a nice change of pace, and it would be worth it to make doubly sure she left the mare with something more to remember the night by. But as she was contemplating a night spent with her latest conquest, her ears picked up a distant sound.

They twitched as she moved about, the sound growing closer. The frantic beat of hooves closing on her hiding place.

She couldn't be found. She couldn't be seen here, else her wonderful new life would come to an abrupt end. Down the alley she fled, away from the approaching hooves. Once she was far enough away, her horn glowed softly, and she vanished.

Luna sighed as she came up to the scene. Night Watch was next to her, a flashlight held tightly between his teeth. It was a sorry sight indeed.

The pink mare lay huddled in a ball, trembling and whimpering softly even while unconscious. Her fur was matted and soaked, sticky strands clung to her, connecting her to a large puddle of fluids which she was laying in. One whiff and Luna knew instantly what they were.

"It would seem we are too late." The moon mistress hung her head. "The rapist has claimed another mare..."

Chapter 5 XXL

Twilight's Midnight Violations

a Shameless Clopfic

Chapter 5

The mare whimpered softly as she laid on the ground, her body still trembling, even while unconscious. Every now and then her hips would jerk, bucking a nothing as she laid on her side. A hoof would paw desperately at the sticky puddle she was laying in, as if she longed to feel whoever it was that still abused her in her troubled dreams.

Luna watched the display for a moment, her nose slightly wrinkled at the pungent odor that was coming off of the poor earth pony. The scent was strong, still fresh.

"Fan out, every pony search the alleys and back streets in the area!" She ordered to the group of police ponies who had converged on the scene. She watched as each one diligently took off in different directions, some with flashlights in their mouths, others with horns glowing brightly. There was still a chance of ending this soon. The attack had happened only moments ago, and the stallion responsible may still be in the area.

"Your majesty, what should we do about-"

"Shhhh!"

Night Watch's question was cut off as Luna slowly closed her eyes, lowering her horn closer to the sticky mare. It started to glow a deep indigo as she carefully reached out with her magical senses. In her mind's eye, she would see the dark alley she was now standing in, the poor mare in front of her was a trembling, quivering glow of soft light. She recognized that glow, it was the faint magical power that resided in all ponies. Aloe's glow was very slight, being an earth pony she had very little magic, though it still coursed through her veins and gave her the qualities that set her apart from all others. Off to her side, she likewise saw the same faint glow coming from Night Watch, though his was cooler, the reflection of his calm and stern nature.

But as Luna focused her senses a bit more, slowly something else came into view. Slight wisps of light, drifting slowly like the beam from a spot light dancing across smoke. The lingering residue left behind by the use of magic. It was slight, almost fully dissipated, but still it was there. It was clear now that they were looking for a unicorn. It made sense, with the speed and suddenness of the attacks, and how the attacker had been able to prevent his victims from seeing him, it would take a pony with the ability to use magic to accomplish such tasks.

As Luna watched, the drifting traces of magic slowly faded from view, lost to her as they bled away into the night sky. But she had gotten what she needed. It wasn't much, but she had felt the slightest touch of the rogue unicorn's energies. She would be able to recognize them again, to match them wit the radiating glow of the unicorn who had conjured them. But she would need help.

Like many spells, magical tracking became easier with the assistance of another unicorn. With as small of a sample as the moon mistress had to work with, she would require the help of a very powerful unicorn to weed out the energies of all the others living in Ponyville. It would take great skill and ability to pinpoint the single unicorn they were after. Her course of action clear, Luna's eyes slowly opened, once again seeing the physical world.

"Is... Is everything alright?" Night Watch asked. Like most earth ponies, the many intricacies of magic was lost on him.

"Yes, everything is fine. We now know what we must do in order to stop this vile fiend before he strikes again." Luna said as she turned to the police pony. She could see the confusion, but also the relief pass over his face. He was likewise glad that this could soon be brought to an end. Though Luna doubted that his motivation was the prospect of a long day or sleep.

"We are looking for a unicorn, Captain Night Watch. And I shall require the assistance of another unicorn in order to locate the one we seek." She turned from the alley, stepping from the dark, musky smelling shadows and into the soft light of the street lamps. She looked back over her shoulder to her companion and the still trembling, unconscious mare."Remain here and see to her. Should she awaken, find out what she knows. It may prove important to our search."

"And where will you be, majesty?"

"As I said, I require the assistance of another unicorn. One possessed of great power and skill." And Luna knew of just such a unicorn in this very town.

The path Twilight took wound it's way through the streets of Ponyville. She was being cautious, careful not to run into any other pony. The prospect of nearly being caught had spooked her a bit, and she had to be careful to avoid being found. But still, she couldn't stop the feeling of satisfaction that swelled within her chest.

'That was good... It's too bad I couldn't take her home with me. Hmm... Maybe have her tied onto my bed... See how long it took before she totally gave out...'

The smile on her lips broadened as she thought about such lurid ideas. She had finally given in to her urges, to the wicked thoughts running through her mind. And she felt wonderful for it. Gone were the worries and fears she had. They had kept her from this, from enjoying what she now realized was such a blessing. This was what she was meant to be. The most powerful, virile stallion in all of Ponyville.

Twilight smirked to herself at that. Well, not quite a stallion. With a glance back to her rear she knew she could never be considered just a stallion. She was better. She had everything a pony could ever need. She might even let one of her mares indulge in a taste of her own sweetness eventually. But that would have to wait. She had more she needed to do. More mares she needed to claim. To take her place as the dominant stallion of Ponyville. To see her foals spread all over town. All over Equestria.

She felt giddy at the thought. So many foals, all of them her's. Each one from a different mother. Her own little herd of brood mares ready and waiting to service her. To bring more foals into the world. To expand her family beyond her wildest dreams. Twilight looked up at the slowly setting moon, her eyes twinkling with stars as she fantasized about it all. This was her blessing. No, her duty, to create the biggest family of unicorns the world had ever seen. And to think, she almost didn't want to do it.

She had worried and fretted. Been so scared of what it was she had to do. What she had been given the opportunity to accomplish. She had resisted, and for what? A sense of decency? Normality? That what she was doing was wrong? That it wasn't her place as Equestria's most potent stallion to do this? That had been the old Twilight. The one that would of just kept to her books for the rest of her life. Of course, there wasn't anything wrong with books. Far from it.

Twilight grinned to herself as she turned a corner, starting to head back towards her library home. Books were still good. But now, she felt she needed to revise her opinions on certain books. Ones she had only taken small glances at. Ones she would never had considered keeping in her library before now. She was sure they now held wonderful ideas for her future. So many delicious tricks to try. So many positions to get tangled into. Books were still good. Books could help her be an even greater stallion than she was already. She smirked softly. Maybe a little bit of the old Twilight still hung around. That could be a good thing.

She felt good. For the first time in days, Twilight felt sure of herself. Felt free and strong. It was a feeling she loved almost as much as the feeling of a mare straining around her flesh. Yes, today started a new life for her, one of wonderful pleasures and liberating freedoms. A life she so dearly wanted to bring every mare in Ponyville into. A life where she would indulge in the pleasures of each and very mare. But first, she needed to get back home before she was missed. It just would not do for every pony to find out about her just yet. For now, she needed to keep up appearances. That she was still just the same old Twilight. That she was anything but the greatest stallion alive.

Soon Twilight's wanderings brought her closer to home, as the moon had started to slip behind the mountains and the sun started it's slow climb up from behind the forests. Ponyville was still asleep, the dawn not starting proper yet, there was still time for her to slip back into her bedroom. To put on the same pleasant face she always wore. She felt confident she could do that, now that she had no reason to resist her needs, her urges. She could go on as if nothing had changed, and then slip into the sweet, delectable embrace of a mare's innocence when the time was right.

Perhaps she should even consider claiming some pony close to herself. She knew so many. So many ripe mare, all just waiting to be made her's. Rainbow Dash was strong and proud, it would make conquering her all the sweeter. And Fluttershy, the taste of her tenderness must be like nothing else in Equestria...

Twilight's roaming thoughts came to a screeching halt as she came within view of her home. In the weak light of pre-dawn, she saw a sight she did not expect. It was perhaps the worst thing that could happen right now, next to Celestia herself waiting on the unicorn to return. The true Mistress of the Night had just landed on Twilight's doorstep.

Her hoof rapped against the wooden door to the library. For a moment, she had worried that it was far too early to be intruding on any pony's home. But Luna had no choice, what she needed as important, and any concerns about politeness would have to be put aside till the matter was seen to. After a while, she knocked again, hoping that this time some pony had heard her. After another short wait, she could hear the sounds of muttering from behind the door, and the sound of locks being undone before the door swung open.

"Ok, ok... What do you want this early in the-"

Spike groggily looked up, having awoken far too early in the morning for his liking. The little dragon's blurry eyes focusing on who it was that had interrupted his latest dream. A dream involving a field of diamonds, and in the middle, swimming as if through a sparkling lake, there had been a single white unicorn. His dream was quickly forgotten as his eyes found their focus and saw just who it was that had come knocking at his door.

"P-P-Princess L-Luna!"

"Forgive the early intrusion, Spike, was it? I am sorry to impose at such an early hour, but there is an urgent matter I must share with Twilight Sparkle. Is she awake?"

Spike took a moment to rub the lingering sleep from his eyes, stepping aside to allow the princess to step in from the street.

"I.. I don't think so. I can go wake her if you need?" Spike said, still in a bit of a daze from just waking up and from finding the princess at the door. He was sure Twilight wouldn't like being woken up this early, especially with how she's been sleeping lately. But whatever Luna needed, he knew the princess wouldn't have come here if it wasn't important.

"Please do. It is most imperative that I speak with her at once."

The moon goddess sat in the middle of the library's common room as she watched the little dragon head off to Twilight's bedroom. As she waited, she looked around the library. It looked just how she had remembered it. Well, to be honest, she had never set hoof inside this library. She had only peeked in through a window one night. Spying, would be the more proper term for what she had done. That had been what seemed like ages ago. In truth, it was a lifetime ago. A lifetime she wished dearly to forget.

Her moment of reflection was broken by a startled cry coming from the doorway to Twilight's bedroom.

"T-Twilight?!"

Luna was to her hooves and galloping for the bedroom the moment she heard Spike cry out. She slipped inside to find the dragon standing at the top of the stairs leading up to the bedroom's loft.

"What is it? Is something wrong?" She called up to the dragon.

"She... She's gone!"

"What?" In a few short bounds, Luna was at the top of the steps, stepping over the short dragon with her long legs. Sure enough, the bedroom was empty save for the alicorn and the dragon. They both looked around the room, searching for some sign of the unicorn. The bed was unmade, books stacked up around it almost like a protective fortress wall. The window leading out to the bedroom's large balcony was wide open, the curtains gently ruffling in the slight breeze which blew into the room.

Both the dragon and princess searched about, looking for anything, but Twilight was no where to be seen.

"I don't understand! W-where could she have gone?" Spike gasped, the little dragon was on the verge of panic. A hoof settled on his shoulder. He looked up, the tall alicorn giving him a gentle smile.

"I'll be alright, Spike. Now, tell me. Do you have any idea where she may of gone this early in the morning?"

"N-no... I mean, with how she's been feeling, I wouldn't think she'd even be getting up this early." Spike said with a shake of his head. Luna took a moment to process this. Was Twilight unwell?

"Has she been ill? Perhaps she left early to see a doctor?"

"Well... Not exactly..." Spike took a deep breath before he started to explain the past few days. "See, she had a little lab accident a few days ago. We took her to the doctor, but he said there wasn't anything wrong with her. Well, one of her eyes had turned blue. But the doctor said there wasn't anything wrong with it, so we all just went home. Then she started having bad dreams, and she'd wake up really tired in the mornings, but that's it."

Luna considered this for a while. As the Mistress of the Night, dreams were a realm she held sway over. She knew many of the mysteries hidden within a pony's dreams. But it was very rare that they held anything so serious as portents or warnings. And Twilight had proven to be a fairly logical, rational pony. Luna doubted the unicorn would let something like bad dreams spur her on to any rash action.

But still, this wasn't good. She needed Twilight's help to put an end to this rogue unicorn's attacks. True, she could possibly perform the tracking spells with the help of another unicorn, or even on her own. But without one as skilled and powerful as Twilight to assist her, it would take much longer. Not to mention there would be less of a chance of actually pinpointing the one unicorn they were after.

"Do not worry, loyal Spike." Luna said with a gentle smile, stroking a hoof down the worried dragon's spines "I am sure that Twilight is safe. And I shall help you find her, for I believe we both need her help now."

With a weak smile, Spike nodded to the princess. Together they both turned to leave the bedroom. Luna was already considering her plan of action. First, she should check the unicorn's friends. It was likely that one of them knew where she would be. As she and the dragon had nearly reached the steps leading down from the loft, Luna took note of something out of the corner of her eye.

It was small, something that could easily be missed. It wouldn't be out of place in any room, regardless of where it was. But something about the small picture frame had grabbed the alicorn's attention. Forgetting the worried Spike for a moment, Luna stepped over to the small vanity across from Twilight's bed, intent on a closer look at the figures held within the frame's picture.

She saw them, and felt her heart still for a moment.

"Spike... Who... Who are these ponies in this picture?" Luna asked, unable to stop a small inkling of dread from slipping into her voice. Thankfully the dragon didn't notice as he came over to see what had gotten the princess's attention. He looked into the picture and easily recognized the two ponies. Naturally, he knew them well, as they had helped Twilight raise him after he was first hatched.

"Oh, those are just Twilight's parents. Why do you ask?"

A sinking feeling came over Luna as she heard Spike's answer. She hoped it was nothing, that her sleep-deprived mind was just playing tricks on her. Making connections where they shouldn't be, and dredging up old memories from years past. But still, she couldn't simply ignore them. Not if there was a chance they were not mearly figments of her over-taxed mind.

"Do... Does Twilight keep any pictures of her grandparents? On her mother's side?"

Spike gave her a confused look at that. What could Twilight's grandparents have to do with any of this? But still, the tone of her voice told him it was important, at least to the princess. That was good enough. If Princess Luna had a reason for something, he shouldn't argue about it.

"I... I think so.. Um, just let me look around for a bit." He said as he started looking through drawers, one after the other. It took a bit of digging, but he eventually managed to come up with a small photo album. A few flips through the pages, and Spike turned it for Luna to see.

"Well, here they are." The photo showed two elderly ponies. One, an mare of soft blue coat and pink mane, her eyes slightly obscured by the glasses she wore. The other an older stallion, his moderate gray, and while his mane had long since disappeared, his tail showed a soft lavender that would match Twilight's own coat. It was clear they were both unicorns. "I'm still not sure what Twilight's grandparents have to do with any of this..."

Luna could do nothing but let her head hang low at the sight of the photo. How could she have forgotten? How could she not have noticed? Naturally, it had been thousands of years, but the resemblance was still there, as strong as the day she had seen fit to grace those unicorns with her 'blessing'. It wasn't beyond doubt, at least not yet. But now, things started to make more sense. And Luna started to fear that she was as much to blame as this 'rogue unicorn'.

She thought that was all in the past. That the long years had slowly diluted what she had done. That the family had slowly split so thin that no trace of their true heritage could ever be found again. But clearly, she had been gravely mistaken. The Stargazers had survived.

"Um... Are you alright, Princess?"

Slowly Luna lifted her head. It would do no good to mope and regret her past mistakes now. Now, she had to face them and hopefully save an innocent mare from causing more damage.

"I'll be alright, for now at least. Come, Spike. It is now more important than ever that we locate Twilight Sparkle." Luna said with a resolute nod to the tiny dragon. Together they both started down the steps, just as a knock sounded at the front door. Spike perked up at the sound, quickly rushing to the door.

"M-maybe that's her!" He exclaimed in a hopeful voice as he pulled the door open. Unfortunately the pony waiting outside was not Twilight.

"Princess Luna?" Night Watch asked, peering past the small dragon as the alicorn came up behind him.

"Do you have something to report, Captain Night Watch?"

"Yes, your highness." The police pony said as he let himself in, leaving a crestfallen Spike to quietly close the front door. "The mare we found, Miss Aloe, she regained consciousness and was able to give us some information."

"The mare you found? Wait, this... This doesn't have anything to do with the attack from the other night, does it?" Spike asked, suddenly worried again. If some pony was still attacking others at night, could Twilight be the latest victim? "There.. There hasn't been another attack, has there?"

Luna could just nod solemnly to the little dragon. There was no sense in shielding him from the current events now. At least, not from the basic information. Certain details though, Luna felt were best left unsaid. At least for now.

"Unfortunately. At least two that we know of." She said to the little dragon before turning her gaze to the police pony "What did Miss Aloe tell you?"

"Well, she said that her attacker had spoken to her just before the attack. But..." Luna could see that something was wrong. The stallion's face showed his confusion at the information he had, unable to process it himself in any way that made sense to him. Luna could already guess what that was. "She said her attacker wasn't a stallion. She couldn't place the voice, but she was sure it was a mare's voice."

With a sigh, Luna just nodded her head. She had suspected this, and now she felt sure of what she had feared. Still, there was one last thing she must check. One final piece of evidence she must put under scrutiny before she was willing to risk everything on her fears.

"Captain Night Watch. The first mare to be attacked, do you have her address?"

"You mean Miss Candlestick? Yes, of course, your majesty. She lives not far from here."

"Then please, take me to her. I must speak with her at once. There is one last thing I must be sure of..."

Twilight had started to panic. The confidence from her acceptance of her new life forgotten as she watched the princess step into her library home. It was far too late to slip back in unnoticed now. But what could she do? She knew there wasn't enough time to sneak inside and act as if she had never left. Could she just act as if she had been out for a morning jog? Or maybe she had gotten up early to get to the bakery for the first fresh bread? Every excuse she came up with sounded flimsy and weak. There was no way she'd be able to bluff her way through this.

As far as she knew, the princess could already know everything. She could be there waiting to capture Twilight once she returned home. She couldn't take that risk, could she? But what could she do if she couldn't go home? She couldn't hide forever, could she? Perhaps she should move to a different town? Start all over, build her new family there? Maybe Fillydelphia? Maybe that wasn't far enough away. Maybe Trottingham? But she was off to such a good start here!

The mares of this town, they were simple and pure. They were perfect for Twilight. She loved how they felt, how they smelled. How could she just move on to strange mares? She couldn't just abandoned the mares of Ponyville. They needed her here, she was sure of that. Her friends needed her too!

She had to try something. She had to take a risk, even if she failed. It was the only way she could keep everything she had worked so hard for here. She had just gotten ready to make her attempt, to step up to the door to her home and assure the princess that everything was fine. Then she saw him. The police pony stepping up to her door. She was right. The princess was there to stop her. To prevent her from claiming any more mares. From building her wonderful family.

There was no other choice. She had to leave. Or at the very least, hide out somewhere for a while. Twilight hated the thought. Of abandoning her mares. But she had no other option. With a sigh, she closed her eyes, concentrating for a moment as her horn glowed softly. With a sudden flash, she vanished, only to reappear some distance away. Once again in a darkened alley way, she started to make her way from her home. But where?

She doubted there was anyplace within Ponyville that would be safe for her now. She was sure the police would check every building in town if they had to. No, she had to go someplace where no pony would think to look for her. The Everfree Forest was unlikely to be searched, but that in itself was a bad idea. It was far too dangerous, both for herself and for her mares. It was bad enough she had to hide from the authorities, but having to hide from the wild beasts of the forest would be even worse.

It would have to be some place large. Some place not easy for ponies to search through. And some place safe where she could rest. And she really needed the rest, it had been a busy night. Not to mention the day before had been rather exerting as well. She needed a place she could curl up somewhere soft. Some place shaded and hidden.

Of course! Whitetail Woods! It's not too far from Ponyville, but far enough and dense enough that no pony would think to search for her there. It was large and filled with enough hiding places that she could move around and keep out of sight for as long as she needed to. But best of all, it was still close enough for her to return when she needed to attend to her mares.

With a grin, Twilight turned and headed off. Her course clear, she could slip out of town and into the welcoming branches of Whitetail Woods before she was discovered. There she could get the rest she needed, and be ready to find another mare for her family.

The was a knock at the door. She wasn't sure she wanted to answer it. She had been given time off of work, time that Candlestick needed to recover from her ordeal. Her friends had all come over. All of them asking if there was anything they could do for her. Any way they could help. Right now, she just wanted to be left alone.

As there was another knock at her door, Candlestick slowly lifted herself up off of her couch. Best to see who it was and just get them to go away so she could be alone. Since that night, she had trouble sleeping. It wasn't that she couldn't sleep, or that she was afraid to. No, she got to sleep just fine. But once she had drifted off, her dreams had left her with little rest. That night kept replaying in her dreams. The fear, the sensation, the humiliation.

They were disturbing dreams. Dreams that left her more worn out than when she had gone to bed. It didn't matter that she usually slept during the day. The dreams would come all the same. And when her eyes finally opened, the dreams left her, feeling tired. Feeling worn out. Feeling scared. Feeling as if something was missing. That was perhaps the most disturbing thing about them. She could feel that stallion inside her. Violating her, claiming her. But when the dreams ended, it was as if they took with them some part of herself she never realized she had missed.

With a sigh, she found herself at her front door now. Sliding the deadbolt back, she pushed open the door to see who it was that had come calling. Her eyes grew as big as saucers as she craned her neck up to look at the alicorn sitting on her doorstep.

"P-P-P-Princes!" Candlestick managed to squeak out in her tiny voice.

"Please forgive the unannounced visit." Luna said, lowering her head out of respect. "I realize this must be a difficult time for you. But I must make a request of you. Please understand that what I ask is very important."

She had been questioned over and over again by the town's small police force. To be honest, she was tired of answering questions. But this was the princess! Candlestick found it hard to tell her no, even if she had to sit through another round of the same questions.

"A-anything you n-need, y-your highness.." The tawny earth pony stammered as she nodded her head. Luna had to suppress a sigh at the way the mare was acting. Just like all the others. But now wasn't the time to bemoan her position as a princess. There were things that must be attended to.

"I will need to examine you, Miss Candlestick."

"E... Examine?" The earth pony was quite taken aback by this. The princess couldn't be serious, could she? After what she had been through, after all the feelings her dreams kept dredging up. Candlestick didn't think she could handle anything like that.

"Do not be frightened. This will not be an ordinary examination." The princess reassured the nervous mare. Her smile was gentle, if a bit tired "I will not even need to touch you. All you have to do is remain still."

"Well... Well alright.. If that's all I have to do.." Candlestick said, taking a deep breath as she closed her eyes. She trusted the princess, but right now the amount of trust she was able to give anypony was disturbingly small. Luna smiled softly as she regarded the earth pony.

'The poor mare. She's taking all this very hard. I just hope for her sake that I'm wrong about this. I'm not sure she could handle any more bad news.'

With her eyes closed, Luna slowly leaned her head down, close to the mare before her. Her horn started to glow, pulsing slowly as it's indigo energies reached out. Again, Luna could see the room in her mind's eye. The familiar, faint glow of an earth pony's magical aura was clear in her mind. Candlestick had a pleasant, though troubled glow. It was a deep indigo, not too different from Luna's own, though much much weaker. A pony who's talent involved the night and working so late. How interesting. Luna watched as the mare's glow trembled and shifted nervously. It was a sad sight, how a pony's state of mind would effect their magical presence. But that wasn't what Luna was searching for. She had expected that.

A closer look revealed what she had been looking for. There was something different about Candlestick's aura. Something that should not be there otherwise. Hiding, as if it was afraid to be seen, deep inside the glow of the mare. Luna found it, the small but radiant glow of a unicorn.

Luna slowly opened her eyes, the glow about her horn subsiding. With a sigh she looked over the mare in front of her. Luna couldn't tell her. Not now, it was much too soon. But she needed to know eventually.

"Thank you, Miss Candlestick. Please, do not worry. Once this is all over, I will be visiting you again. There is much we must discuss."

And with that, Luna turned and slipped out of the mare's home. Candlestick watched her go, more confused than before the princess had arrived. With a sigh, she slowly slipped back onto her couch. She had suddenly became much more tired. With a little groan, she decided she could risk more dreams if it meant a bit of rest, and closed her eyes.

The door to the mare's home shut, glowing a soft indigo as Luna stepped outside, rejoining Night Watch and Spike. The two of them had waited outside for the princess's return, and now they took in her rather grin expression with worry.

"Well? What happened?" Spike was the first to ask, though Night Watch was wondering the same thing.

"I am afraid my suspicions were correct. Captain Night Watch, please inform your subordinates that they should be on the look out for a lavender unicorn by the name of Twilight Sparkle. Search every building in Ponyville if you have to, but she must be found and detained. She is not to be harmed, is that clear?"

Night Watch nodded, offering a quick salute to the princess. Spike looked back and forth between them. The turn of events had left the little dragon confused, bewildered, and more than a little panicked.

"W-wait.. Is Twilight in trouble? What's going on?"

Luna sighed softly, watching as Night Watch headed off to inform the other police ponies. Once he was gone, she leaned down, placing a hoof gently on Spike's shoulder.

"Spike, please understand. Twilight is not in any danger. Of that I am most sure of. But we must find her for her own good. I am afraid she has gotten herself into a, um, situation that she can not handle on her own."

"What kind of situation?"

Luna struggled with a way to tell him. How could she explain that his caretaker, the one pony he had trusted more than any pony else, was the pony responsible for these attacks?

"Spike, trust that I would never lie to you. There are things I will need to explain to you. Things that may be difficult for you to accept. But now is not the time. First we must... We must..."

Spike watched as the princess spoke, her eyes starting to droop. Her lids getting heavier and heavier as her words got softer and more distant. Eventually her eyelids met, and her words trailed off into soft breaths and hushed snores. With little warning she had fallen asleep mid sentence.

"Um... Princess?" He said, looking a bit worried. After a moment more, he reached out, gently shaking her. "Princess Luna?"

"Wha!" Luna gasped, her eyes flying open as she looked about frantically. Had... Had she just passed out? "W-what happened?"

"Are you alright? You look like you haven't slept in days..." Spike asked as he kept her hand on the princess's side.

"I'm fine... I'm fine... I just need to find Twilight. We don't have much.. Much..." Before she could stop them, her eyes had started to close again. It was only another shake from the little dragon that kept her from slipping totally into blissful sleep.

"I think you need to get some sleep first. You're running on empty as it is"

"I... I cant.. There's not enough time..." Luna tried to protest, taking a step away from the little dragon. Her hooves felt as if they were on ice, shaking and scooting about as her sense of balance had suddenly left her entirely. Little clawed hands pressed to her side, keeping her from tumbling over into the street.

"Sorry, princess. But there's no way you're going to be doing anything till you've had a few hours sleep, at the very least!"

"I... I relent... Very well, let us return to the library..." Luna sighed, her head drooping as she slowly started to make her way down the street, leaning heavily on the poor dragon as he struggled to keep her upright. In the back of her mind, Luna was already forming plans to make her sister pay for sending her on this mission. She just hoped that Twilight was not as far gone as she feared the unicorn was.

The light of the rising sun filtered through the many leaves of the trees of Whitetail Woods. The harsh light was softened, scattered about by the time it reached the forest floor. The warmth of the day had just started to settle in, making what had been a cool, dark forest into a pleasant expanse of shade and shadows. It was the perfect place for some much needed rest.

Twilight smiled softly as she slipped between two pushes. It wasn't going to be as soft as her own bed, but she could deal with it for now. The sounds of the woods, the smell of the trees. It was all pleasant and soothing. Yes, this would do well for now.

"I guess this is home for now. Still, I'll miss my bed... But I'd miss my mares even more."

She said it freely. There was no reason to keep it hidden in her mind any longer. She was what she was, and she was proud to admit it. She would rest here, let her mind and body recover for a while. And then, she would find another mare. Another mother for her foals. Another conquest to add to her family. Already she could feel the weight between her thighs. The feeling of her heavy sack brushing against the inside of her hind legs, she was already preparing for the next mare. Yes, she was, without a doubt, the greatest stallion alive.

"Hehe, and so much more."

Twilight giggled as she found a soft patch, shaded by some bushes. It was far enough from the main trail that she wouldn't be disturbed, even in the middle of the day. With a moment to gather up some extra leaves and clear some small rocks, she settled down. Testing her makeshift bed first, she sighed pleasantly as she let her weight shift form her legs to the ground.

"Mmm... Just a little sleep... And then... More mares..."

She groaned softly, snuggling down as she thought about her plans for the rest of the day, letting her eyes drift shut as fatigue overtook her. This time, when the dreams came, she welcomed them. She relished them. Her dreams were now a delight. Not just the mares she had already claimed, but the ones she would claim soon. In her dreams, she watched them all struggle and resist, only to be reduced to trembling heaps before her. Each one falling prey to her power, to her virility. Each one her's to do with as she pleased. It was a good, pleasurable dream.

The sun was warm on her face, and gently filtered through her eyelids. The sweet scents the breeze carried to her slowly roused Twilight from her dreams. They were good dreams, sticky and sweet. Only a day ago, the same dreams terrified and confused her. But now, they brought with them a sense of being refreshed. It had been a good night's sleep. As her eyes slowly drifted open, she realized it hadn't been a night's sleep at all.

It was late in the afternoon, and the sun had made it's march across the sky while she dozed under the cover of trees. Of course, she considered that this was perfectly fine. She knew she would be spending more time about at night now. Sleeping in the day was going to make that much easier. With a pleasant sigh she stretched her limbs out, feeling joints pop and kinks straighten.

She was right though, this hadn't been as comfortable as her bed. Her limbs were stiff, and her back ached a bit. It was all the price she payed for sleeping on leaves instead of a soft mattress. At least her dreams didn't keep her from sleeping anymore. If anything, they had helped her get what rest she had managed to get.

A groan slipped out from her lips as she rolled onto her side. A glance down along her body and she was greeted by the sight of her little monster, standing hard and proud against her belly.

"Mmmm... Morning to you too.." She said with a yawn. One hoof reached up to rub sleep from her eyes. The other slipped down, giving a slow stroke down her shaft. She felt herself throb softly to her touch, her flesh was hard, the skin taunt across her length. As she brushed the last remnants of sleep from herself, she took a moment to examine herself. To finally appreciate her massive member for what it truly was. It was a thing of beauty to her now.

Another stroke, almost affectionately. She almost regretted ever wishing to be rid of it. It seemed to right to her now. So much a part of who she was. Of what she was. Neither stallion or mare, but the best of both. She knew that only she could appreciate her mares. What a mare was. What a mare could do. What a mare could give. And she knew that, deep down, her mares appreciated her. Even if they resisted, she knew it was for their own good too.

With a little grunt, she lifted herself up to her hooves, feeling her member bounce and slap against her belly. It gave her a little shiver to feel the weight smack against her, pressing firmly against her breasts as the root of her length bobbed up and down.

"Oooo... First thing's first though.."

A little giggle escaped her lips as she looked about. Finding a suitable spot, Twilight made her way over from her sleeping spot. A blush started to creep over her cheeks as a pleasant sigh escaped her. Even with everything she'd done, everything she had become, she couldn't help but feel embarrassed about taking care of her business in the open like this. Even though there was no pony to see her, as she felt herself release the pressure built up while she slept, feeling it surge through her heavy shaft, Twilight was still embarrassed.

That taken care of, she carefully brushed some fallen leaves over it. No sense in being unhygienic, even if she now basically lived in the woods. Now, on to other matters. There were plenty of fresh leaves still growing all around her. She was sure at the very least some of them were edible. But still, she didn't relish the thought of having to make due with those.

That was when the scent drifted to her on the breeze. Twilight's eyes closed as her nose picked up the lingering scent. It was sweet and fresh, warmed by the sun and carried on the wind. She knew that scent, and it made her stomach growl softly. It was apples.

She had almost forgotten! She had to be close, it made sense. Whitetail Woods was not far from Sweet Apple Acres. Even at this distance, Twilight could smell the sweet aroma of the apples, still ripening in the trees. They would be just the thing for breakfast. But where there were apples, there would be Applejack.

The thought brought a groan from deep in Twilight's throat. She would be there. The memory of Applejack's visit in the library came back to her. She had been such a foal, she should of done it then? Why did she resist? Why had she not just mounted that lovely creature then and there? The memory of Applejack's scent, her form, the way she shifted with every step she took. A grunt escaped Twilight as her hips jerked on their own, her still erect member smacking her belly. That was what she really wanted for breakfast.

With a lick to her lips, Twilight took off, galloping through the woods towards the source of that sweet scent. Her heart was racing at the thought of getting a hold of Applejack's divine body. Each step she took, she could feel her member smack soundly against her. As she ran, she had to bite her lip. She could feel herself throb and pulse, feel string of pre connecting her tip to her chest as every motion just excited her more. She was going to find that sweet farm mare. She was going to make that delectable creature her's.

The day had started early, as always. No time to be wasted, not when there were chores to be done. That's how it was every day on the farm, and that was how Applejack liked it. With a grunt she pulled another barrel over, dragging the wooden tub to another tree. Turning away, she took a deep breath, lifting her back legs. With a sharp exhale, she kicked them out, her hooves thudding powerfully against the trunk. The branches shook, the leaves rustled, and apples fell like rain around her. Ducking her head for a moment in case one took a fancy to land on her, she looked about. A satisfied smile crossed her lips as she had managed to once again get most of the apples to fall into the barrel.

"A'right, that's a'nother one." The farm pony said in her usual drawl.

She had been out here for most of the day. This was the edge of the orchard, the trees closest to the woods that bordered her farm. These trees always seemed to come into season before the others. And so, they were always the first ones harvested. It wasn't that Applejack minded. Far from it, it meant that they had apples to sell that much earlier. It was just a lot of work to do. But she was out here all the same. This was her life, and it was simple and honest.

With a smile she leaned down, taking a hold of the barrel's handle in her teeth, she started to slowly drag it over with the others. It was hard work, and it clearly showed on the mare. Her coat shone with the sweat that had built up just under her fur. Her mane and tail, while still tied up in braids, was messed slightly, hairs out of place. She looked as if she had been worked near to the bone, but in reality she felt good. She was used to work this hard, and it didn't bother her one bit.

Applejack took stock of all the barrels she had gathered and filled. That would be enough for now, the sun was starting to get low, and it would soon be time to finish chores closer to the barn. With a flick of her tail, she made her way over to a long tarp, laying folded on the ground. She'd have to cover the apples and tie the tarp down to keep them safe over night till she could return with her brother in the morning to gather them and bring them to the barn. She had just reached down to pick up the rope, intended to tie the tarp down, when her ears picked up a strange sound.

Somewhere, off through the apple trees, Applejack thought she heard a long, low groan.

"Whut in tarnation?"

That was an odd sound to hear all the way out here. But still, she needed to see what it was. The rope and tarp forgotten, Applejack headed slowly in through the orchard, glancing about as her ears flicked and swiveled to pick up any other sounds. The sun was getting low, inching it's way closer to the peaks of the mountains, and the shade provided by the orchard's trees cast everything in a dim light. Again, she heard a sound. This time a soft, deep moan.

"Applebloom? Iz that you?" Applejack looked form left to right, trying to find where these sounds were coming from. "Ya know ya'll ain't sposed ta be a playin' out here."

No answer, only another breathy moan. The sound of some pony moving between the trees. It all started to make Applejack feel very worried, as if her orchard was no longer a safe place. Thoughts about what had happened in town starting to grow in her mind as she heard more movement. Closer now.

"Mmm... Hello, Applejack..."

"GHAA!"

Applejack whirled around, rearing up to her hind legs. The moment she saw who had came up behind her though, her heart settled into a more normal pace and her hooves came back down to the ground.

"Thank goodness, Twilight. Ya'll sure did give me a right fright there."

Applejack smiled at seeing her friend, having to slow her breathing from the scared panting it had become. She reached up to push her hat back into place as she looked at the lavender unicorn. Twilight was looking at her intently, her eyes wide while a grin was spread across her lips. She watched her friend's eyes. They seemed to be roving all over.

"Um... Twi? Ya'll 'aright, sugarcube?"

The look in Twilight's eyes was starting to eat away at the relief Applejack had at seeing her friend again. It looked hungry. Crazed. Dangerous. Twilight drunk in the sight of her sumptuous friend. She breathed deep, salivating at the scent that drifted around the farm pony's body. Even the scent of the apples she grew could not compare. The look of worry she started to take on, it just made her seem all the sweeter.

"Mmmm... Oh yes... I'm wonderful.." Twilight took a step closer, never once letting her eyes leave the sight of pure unrefined beauty before her. Another step closer and Applejack took a step back. So she wants to resist? That's even better. "Now that I get to have you..."

"Yer... Yer talkin' all crazy like, Twi..." Applejack took another step back as Twilight kept trying to get closer, the unicorn's horn starting to glow as her grin turned mischievous. Her eyes never left Applejack, the more they watched her, the more disturbed Applejack became. She watched as Twilight's lips parted, her tongue slowly stroking over her lips.

Suddenly something came crashing into the back of Applejack's head, hard enough to make her vision go white for a moment. The branch had come out of nowhere, floating with a violet glow above the dazed farm pony. Applejack slumped forwards, groaning as her vision swam about and her limbs buckled under her.

Twilight's grin turned into a smirk. The branch was flicked away as she looked over through the trees. Magical rope was well and good, but her little work mare required something more real. The rope slithered it's way through the trees like a snake, coiling up for a moment before raising up for examination by it's master. Yes, this will do perfectly. As her eyes turned back to her little farm pony, Twilight sent the rope to wind it's way around Applejack's hooves, binding them tightly together all at once.

The world slowly came back to poor Applejack, starting to settle like a reflection on the surface of a pond as the bump to the back of her head started to throb. Trying to get back to her hooves, she found that she couldn't. Panic started to rise up as she quickly found herself hogtied. Her eyes frantically looked about, quickly finding Twilight looming over her.

"Tw-Twilight... Whut's the idear.. Whut are ya..." As her eyes focused better, she realized something wasn't right. Something was looming under her friend. Something that shouldn't be there. "W-whut the buck is dat!?"

"Hehe, do you like it?" Twilight giggled, turning to give her new mare a better view. She posed proudly, lifting one hoof and giving her rump a small shake. That sent her length swaying back and forth, almost hypnotically. "You're about to get to know it very well, my little mare."

"Ya.... Ya cant mean... Ya ain't gonna..." Applejack's mouth went dry as it dawned on her. What her friend was about to do to her. "HALP! Some pony, HALP!"

Twilight winced at the sudden cries for help. A quick glance about and she found what she needed. With a smirk she lowered her head a bit, horn glowing once again. Applejack's cries for help paused for a moment as her own hat floated into view.

"Mmm.. As much as I'd love to hear you scream for me, I just cant have that right now..."

"BIG MAC! GRANNY! HAL-" And with that, Applejack's mouth was filled, stuffed with her own hat. She could taste the dust and her own sweat from all the work she had done that day. More rope wound itself around her muzzle, clamping her mouth shut and trapping her hat inside. Try as she might, nothing could come out past the gag beyond a muffled squeal.

"Now that we're both ready..." Twilight licked at her lips again, her horn glow as she lifted her bound friend, moving her closer. Applejack was still struggling, trying to work her hooves free, but making little progress at all. She found herself being settled back on the ground, pushed over till her cheek was pressed against the grass, her hooves under herself, and her rump forced up into the air.

She could feel warm breath blowing against her rear. A startled gasp struggled to escape past Applejack's gag as her tail flicks about and tried to tuck up between her legs. It was her last attempt to protect herself from what was about to happen. Unfortunately, it did little to stop her friend, now her rapist. More rope wound itself around the end of her braided tail, yanking it up and over her back. The rope snaked around her middle, lashing her tail firmly in place till the only movement she could make was to wag it side to side. Applejack was now exposed, her marehood open to the air.

And she could feel it blowing hot against her. Blown from the nose of her best friend. Twilight breathed deep, smelling that thick, musky scent. This was pure heaven. The sweet aroma of a mare, unperfumed. Not covered with sweet oils or fancy soaps. This was raw, primal, and so very intoxicating.

"Oh Applejack... You're just the mare I've been needing..."

Twilight groaned, her breath hot as she pressed herself against her friend's rump. She couldn't help it, she needed more of that scent. The farm pony's sweat worked up into a musk. Twilight nuzzled and ground against Applejack's flank. She breathed deeply, her nose pressed hard against her friend's coat. Every breath made her head swim, like a sweet drug. Her tongue flicked out, caressing along Applejack's rear. Those bright apples, her friend's cutie mark. The taste was far more delicious than any apple could ever be. She teased and stroked her tongue against her trembling friend, each lap bring more of the musky taste.

Slowly the unicorn worked her way back, her tongue pulling back now and then so she could nip and bite gently at her work pony's hide. Each time a sharp gasp and squeal escaped past the gag. Applejack struggled, legs jerking and head shaking side to side as she felt those teeth nip at her. She couldn't see what Twilight was doing, her head turned to the wrong side. But she could see the unicorn's tail flicking about in excitement. See under herself at her friend's member.

That filled poor Applejack with terror. It was monstrous! She had never seen a stallion's length before, except for her brother. And that had been when they were both foals. It had been a silly game, a foalish dare. But this was something far different. It was threatening, intimidating. And positively huge. The sheer size of her friend put Applejack in fear for her life. What would that thing do to her? Would it even be able to fit into her?

For a moment, that thought brought some slight hope to the bound pony. If Twilight was too big, if she couldn't force herself in, would she give up? It was short lived hope. With the look in her friend's eyes, the way she teased and moaned, Applejack doubted that even difficulties of size would stop the crazed unicorn. Another nip at her rump, this one much harder, brought her out of her thoughts and back to the torment she was being put through.

Twilight's nibbling had brought her to her friend's rear. She gazed at it, the soft layer of fat, cultivated from generous, home cooked meals. It disguised powerful muscles, grown and trained from years of hard farm work. It was a sight more magnificent to the unicorn than the sun or moon. And between those sweet orange globes, a mare's true treasure. It was nestled tightly, so small it could almost be overlooked. With her mouth dripping with saliva, Twilight pressed her lips to it.

The taste, it was divine. Musky and sweet, raw and delicious. Her lips suckled at the mound, pulling hungrily at the soft folds. Her tongue wormed against it, wriggling to push the tiny passage open. Applejack groaned as she felt that tongue pressing into her, her legs jerking as her tender folds were forced to part around the wet little muscle. Twilight's lips pressed tightly to her, suckling as she worked her tongue in deeper, lapping and caressing those warm folds. Again and again she let herself suckle hungrily at her friend. Eventually, her head swimming and dizzy with lust, she pulled back, nearly drooling from the taste as strands of spittle trailed from her lips to Applejack's sex.

Applejack's eyes trembled, watching her friend lick at her lips. She could feel tears starting to well up, her vision starting to swim about as she watched Twilight savoring the lingering taste of the farm pony's sex. How could her friend be doing this to her? How could Twilight have lost her mind and turned into this? It was just too much for the poor mare to handle, closing her eyes as she whimpers, trembling as she felt hooves press down on her flank.

Her lips still sticky with Applejack's juices, Twilight had reared up, her hooves coming down to stroke and knead at her friend's rump. She wanted to savor this, out here where no pony was likely to disturb her. She looked down at her bound, whimpering friend with dreamy eyes. Tight then, to Twilight, she looked like a perfect mare. Those hips, those legs, that plot. There was simply just one thing she was missing. And that, Twilight was determined to take care of. With a deep murr, the unicorn slipped her forelegs around her friends, squeezing Applejack tightly as her hips pressed forwards.

Applejack's eyes flew open. She felt it, that massive thing against her. Pushing, nudging, demanding. With each shove it got more and more insist ant. It felt like it was trying to crush her. It felt like, if it couldn't penetrate her, it would flatten her. Her heart raced, panic gripping her as tightly as Twilight's limbs. She could feel it starting to force her open, stretching her tender petals apart. Oh, Celestia, it was going to split her in two!

Little by little, Twilight could feel her friend starting to give. To open up. But it wasn't enough. To think that a mare like Applejack would be so small. That she would be unable to simply dive into such a divine creature's depths. But she soon realized why. A wicked grin spreading across her lips.

"Mmm... My my... Applejack.. I guess I get to be first..."

And with that, Twilight jerked her hips forward just slightly. She could feel it, the resistance just inside her friend. Her tip pressing against it. Each thrust she felt Applejack flinch, a sharp whimper squeezed out of her again and again. Twilight teased at that tiny barrier, tormenting her friend's innocence before, with a deep breath, her hips pulled back, then dove right in.

Applejack's scream would have been deafening, had she not be muffled by her own hat. Her both thrashing, legs frantically trying to kick free as she felt herself ripping around that massive girth. Tears poured down her cheeks as she tried to process what had just happened. Her best friend, Twilight, had taken her virginity. Her first time with a stallion, or otherwise, and it was being bound like a hog and forced to take something thicker than a prize winning red delicious.

Twilight groaned, sucking breath back in through her teeth. It was so tight, painfully so. She could feel her friend's passage, it was spasming, squeezing frantically around her. She could feel muscles trembling around her as her hips pulled back slightly, only to ram inwards again. By Celestia, Twilight felt she could die happy right then, the sensation so intense. She could feel muscles strain and give up as they were forced past their limits. Feel the tender, pulsing walls becomes as tight and taunt as a drum around her, her member jerking, throbbing against them. Each pulse of her length threatened to tear through her friend's tightly straining passage, those silken walls pushed far too wide. It felt divine.

Another thrust, grunting with effort, Twilight leaned forwards. She nuzzled and licked, nipping at Applejack's neck. She felt her friend shake and spasm under her. Each thrust bringing a squeal of pain. Twilight loved it. She was more stallion than her friend could handle, and that fact made her feel even better. Each thrust she took was stronger, more powerful, each muffled scream and cry reminding her just how much in control she was.

"Oh, goodness, Applejack... Ungh... You're so tight! Mmm... Yes... I... I'll have to do this again.. After... After our foal is born.."

Those words cut through the pain, the humiliation. Did Twilight just say that? Did she really mean it? Applejack's mind reeled from it, her friend was trying to get her pregnant?! The next thrust brought a fresh scream from her throat. Feeling Twilight's member, that huge cocktip sinking deeper, closer to Applejack's womb. It couldn't be true. She was a mare, Twilight was a mare. Even if she had that, that thing. She couldn't get her pregnant, could she?

Applejack didn't want to find out. In a panic her efforts to break free doubled. She tried to kick, try to pull her hooves free. Tried to push the gag out with her tongue. Tried to chew through her own hat and rope. Nothing she did seemed to help, it all just seemed to encourage Twilight to thrust harder, push deeper. It felt like she was being torn in two. Soon the world around her was lost in a sea of tears and a haze of pain. Deep inside she felt a sharp pain at one of Twilight's thrusts. The pain slowly started to melt, leaving away the aching feeling of her entire being filled beyond her limits. Twilight had just rammed against her womb!

Twilight was in heaven. No, it was more than that. She felt herself sink in as far as possible. Her pulsing cocktip pressing at Applejack's most hidden treasure. That warm, fertile womb. This was what Twilight was after. Just the thought of this perfect mare growing round with her foal, it sent shivers up and down Twilight's spine. With a throaty groan, she pulled back, only to sink in to the depths again. She panted with the effort, the feeling around her. Applejack's body, unable to resist any longer, started to give in. To accept, to enjoy. She could feel the dampness surround her. The tightness flexing. Her little farm mare was starting to accept that she belonged to Twilight.

Her body shook, a sob choked against her gag. There was nothing she could do. No way to escape her fate. No way to stop her friend from breeding her. But worst of all, through all the pain, all the violence, she could feel herself starting to moisten. She felt that massive length pull back. Could hear the suckling sound as her tender folds clung to it. And she felt her juices starting to run down from it. They seeped around that massive shaft, running under her flank to drip from her hardening teats. Despite herself, despite her shame, her body had accepted it's fate.

She could feel herself flexing inside, the sensation of having something so massive buried in her body sending tingled up and down her limbs. She felt humiliated. Her friend was using her, making her into nothing more than a fertile brood mare, but she couldn't resist it. Her body wouldn't let her resist any longer. It almost wanted this, to feel itself being used, being ruined. Being claimed. The next thrust of her friend's length brought a harsh squeal, then a long, painful moan. She couldn't resist it, she almost wanted it to hurt more.

Twilight could feel her little mare's sides shake. They heaved and flexed, gasping in breaths with every thrust she took. Her own breath blew against Applejack's mane. Each breath drinking in the scent of her perfect brood mare. Her hips bucked, jerking back only to drive in deep, ramming harder and harder at the entrance to her friend's womb.

"Ungh! That... That's it... We're going to make a perfect family.. Mmmm... Ahhh! You... You're going to give me lots of foals.. Aren't you, Applejack?"

She felt it, that massive shaft deep inside. Her mistress's shaft, it was swelling. It was growing thicker, the tip straining her insides, threatening to rip her apart. Those words, those taunts. They brought fresh tears of shame, made her whole body shake because Applejack couldn't deny them. Her whole body was quaking, spasming as it accepted it all, gave in to the total rule of her friend. Her whole being had become centered on that powerful length buried deep inside her. Twilight's words rang in Applejack's ears, and she hated herself for wanting to answer 'yes!'.

Her hips jerked, pressing harder and harder against Applejack's rump. Twilight panted, her breath hot as a furnace as she ground herself to that wonderfully firm yet yielding rear, feeling that passage get tighter and tighter. A scream building in her throat before she silenced it, her teeth clamping down on the back of Applejack's neck, pulling at her mane and hide as everything came crashing down at once. She came, her hot seed bubbling up from her tight sack, surging through her shaft. With one final shove of her hips, her fat, swollen cocktip grinding hard at her friend's womb, straining it's entrance till it parted, and Twilight's virile unicorn sperm gushed in.

That bite, that feeling, her insides awash in her mistress's thick cream. Everything that Applejack had been became meaningless in that moment. As much as she wanted to resist, as much as she wanted to be able to walk away from this, she knew she couldn't. Not now, not ever. Not now that she felt Twilight inside her, her friend's hot seed flooding her womb. She could feel it building inside her, the pressure growing as more and more was pumped into her. Her whole body trembled, an impassioned cry trying to escape her mouth through her gag. That hot mass of seed melting away her sense of self. For that moment, Applejack couldn't be who she once was, all she could be was a helpless brood mare. Nothing but the womb for Twilight's foal. Tears flowed from her cheeks, weeping for her old life as she felt her belly start to swell. She felt as if she was going to burst from it all, but still Twilight continued to spasm and pump more thick, burning, wonderful unicorn seed into her.

She never knew it could feel this good. Those other mares, how they pleasured Twilight. But this, her divine brood mare, was so much beyond them. Her warm body, soft and strong at the same time. Her tight passage, ruined and quivering. Her ripe and fertile womb, swollen with seed, accepting all she offered. With a long, breathless groan, she let go of Applejack's neck, her teeth leaving slight welts, and she collapsed on top of her trembling mare's back. Her whole body tingled, her lungs burning for cool air. She was exhausted, as if all that she was had been forced into Applejack's waiting belly.

Eventually the tide slowed, her shaft stopped to pulse and strain. Now Twilight laid with her forelimbs wrapped around the quivering Applejack, her shaft still deep inside, holding back the flood of seed that had been forced into the poor mare's belly. Applejack could feel herself straining around it, struggling to contain so much potent cream. It felt as if she might drown in it at any moment. In a way she had, she had lost her life to that huge flood, and now all that seemed to remain was the feeling of being so painfully filled. Her body just couldn't go on, her mind couldn't take anything more. She felt tears seep from her eyes as they closed. It seemed the only thing that kept her from slipping away were the legs wrapped around her and that powerful member rooted deep inside her body.

As the sun set and the orchard grew dark, the two mares, once friends but now mistress and brood mare, dozed amongst the apple trees. They stayed like that, locked together as one being, as the moon rose in the sky. It would be a couple hours before Applejack's eyes slowly started to open. Her mouth felt dry and raw, her bent hat on the ground in front of her. Her ankled were sore but untied. As she tried to move, her belly lurched and sloshed, still painfully full despite the way her hind legs were stuck together, her tail soaked through. Her friend, no, her mistress, was no where to be seen...

Chapter 6

Twilight's Midnight Violations

a Shameless Clopfic

Chapter 6

It was getting dark, the pale light of the moon giving only the faintest outline of shapes within the orchard. It was too late to be this far out, especially considering what has been going on in town recently. But here he was, looking for where his sister could have gone off to. Big Macintosh made his way down the path that lead from the farmhouse he and the rest of his family shared. It lead him around the small fields where the Apple family grew their vegetables, down past fields they had let go fallow for the year, and towards the lower orchards. That was what they called the area that was just a stone's throw away from Whitetail Woods. Most of their farm sat up on hillier land, but here the trees found themselves flowing down to more level land, spreading out like a spilled bucket of green and red paint upon the landscape.

But with the sun gone and the moon rising above, all the colors were muted, thrown into different shades of gray. It was through this that Big Mac looked for her sister, wondering what could of kept her out so late. Applejack was always one to keep working till the job was done, but even she had enough sense not to stay out all night and miss dinner. The more he thought about it, the more it had started to worry the large work horse.

And so he had stepped out to find her. As he came up on the edge of the lower orchards, looking down upon the trees from a small hill, he saw the signs of his sister's work. Barrels of apples were lined up just this side of the trees. Each one was piled full of apples, the sign of a full day's work. But they were all uncovered, left out in the open. The tarp which should have been tied over top of the apples was still folded up on the ground, seemingly untouched. This wasn't right, his sister would never run off and leave things half finished like this.

Slowly he looked around, searching for some sign of where his sister might be. There, he saw something moving just past the trees. Something slowly crawling out from behind one of the apple trees. It was his sister.

Her back legs refused to work right. Her whole body ached, and her insides felt bruised from her chest to her nether. Each move she made caused pain to shoot from her sore petals. She was sticky and wet, leaves, dirt, and twigs clung all over her. She had to drag herself through the orchard with her front hooves, straining through the pain to make it back. All the while, she couldn't stop them. Tears kept flowing freely from her eyes, running down her cheeks and dripping from her chin. She couldn't stop them, couldn't keep herself from sobbing.

Deep inside, she felt the weight left behind by Twilight. Felt it's still warm shape shifting inside her body, pushing her sore belly out against the rough ground. Every now and then, she felt her bruised sex open, releasing only a small portion of that weight, but never enough to lessen the pressure enough to matter. She saw him up on the hill, his red coat silhouetted by the light of the moon.

"B-Big Mac... Halp me..." she breathed out, her voice was weak and dry after pulling herself so far. She watched as he started to gallop down the hill, heading right for her. At last, some pony to help her, to take her home. It was what she wanted, but not who she wanted. She collapsed on the ground, curling up as her brother got closer. She grit her teeth and squeezed her eyes shut. Why wouldn't her tears stop? Why was she still crying?

'Why... Why did she leave me?"

The trail through Whitetail Woods was dark this late at night. But Twilight didn't bother to use her horn's magical glow to light her way. For one, that would have made it too easy for some pony to spot her as she headed from Sweet Apple Acres. But also, for some reason, she didn't seem to need it. It was strange, but ever since things started, she could see just fine in the dark. Sure, everything was darker, and it was a little harder to make out details. But she could find her way just fine, see things in the dark just as well as she could in the light. It was as if she walked around with her own personal night light.

Twilight sighed softly as she made her way through the trees, turning from the path to cut across a stretch of forest. She hated having to leave Applejack alone like that. But she had to. She knew that, eventually, her mare's family would come looking for her. It wouldn't do any good for them to find Twilight there as well. The last thing she needed would be to have to explain what had happened or, Celestia forbid, have to fight her way past them. If she had to do that, it would have broken her little brood mare's heart.

So she had to leave. She had even left her mare with a little kiss to her rump before she left. Twilight knew it wouldn't be the last time she saw her. She'd always be ready to find her sweet little farm mare again. She couldn't let such a perfect creature slip through her grasp, after all.

"Mmm... Oh, Applejack... Why did I wait so long?" Twilight said with a blissful sigh, remembering how wonderful it had been to deflower one of her best friends. The tightness, the way Applejack tried to resist, how she had squealed and struggled, and how she had finally broken. "I should of known one of my friends would be the perfect mare for me..."

Of course. Why hadn't she seen it sooner? Twilight felt like such a foal for only now realizing it. Her friends! It made so much sense to her now. Her friends were the best mares she could ever hope to find. They were the mares she should have started with. They were perfect. Each one was just what she wanted for her family. Twilight blushed softly, thinking about all her friends, picturing them lined up for her, waiting for their stallion to seed each one. To make more foals inside them. Twilight could feel herself swelling at the thought, each time she pictured a friend with her belly swollen with a foal, a bit more of her length slipped from her sheath.

She had to have them. She needed to have them. Each one, they all had to bare her foals. Applejack had been the first, such a perfect mare to be the first of her friends to accept Twilight's seed. But which one would be next? Which of her friends could she get alone, could have her way with?

A grin started to spread across her lips. Of course! She had just enjoyed the pure, simple beauty of the most honest mare in Equestria. It seemed only fitting she should move on to the most elegant now. Such a contrast, to go from an unrefined diamond in the rough, to a polished and carefully cut gem. The idea sent a tingle up Twilight's sides, and she could feel herself start to throb softly. Yes, she was ready now, she would have herself another mare before the night was done. Another one of her friends would join her family.

With a throaty groan, her mighty member starting to swell under her, Twilight headed for Ponyville and the precious gem hidden away in Carousel Boutique.

A groan slipped past her lips. Someone was gently shaking her.

"Uhhh... Not now, Tia... They're about to bring out fresh kegs..."

"Um, Princess Luna?"

Slowly Luna's eyes flitted open. This wasn't her bed, nor was it her room. With another groan and hoof to rub at her eyes, she slowly started to remember where she was. As the princess sat up, she found that she was on a couch. It was small, at least by her standards. But there was just enough room for herself on it, though little else. A pink sheet had been draped over her some time after she had passed out. As to where she was, one look told her she was in the library's common room. That reminded her of what she was doing here, and that her mission was not yet complete.

"How... How long did I sleep?" She asked, looking over to the only other occupant of the room.

"A few hours or so. It's night time already. I figured you'd want to get up around then." Spike said with a not towards the near by window. Sure enough her sister's sun had set, and now Luna's moon was already making it's way across the sky. Luna sighed, at the very least, her sister had remembered to see to that. Still, the thought of some pony else moving her moon, even her own sister, left Luna feeling uneasy. She knew that Celestia had done just that for a thousand years. But still, it was her moon, and her responsibility. But Luna reminded herself that she shouldn't be upset over such things. There was a time and place for everything, and now was not the time nor place to worry about foalish things.

"Good. Thank you, Spike. I can see why Twilight depends on you so." The Moon Goddess said as she slowly stepped from the couch. Taking a moment to stretch her long legs, she lifted her wings, spreading them out to let her feathers slip back into place before folding them again. "Has there been any word from Captain Night Watch?"

"Um, you mean that police pony?" Spike asked and Luna nodded in return. "Yeah, he came by a couple hours ago. He said that they haven't found Twilight yet, but that he would make sure they kept looking through their shift change."

"Good. It is imperative that we find her as quickly as possible." Luna said, her wings back in order, she started to make her way towards the front door.

"Um, Princess?"

She paused, looking back to the little dragon. That tone in her voice, it was one that Luna had heard before. It meant that some pony had questions they wanted answered.

"What is it you wish to know, Spike?"

"Just why is it so important that we find Twilight? I mean, I want to find her too. But you started acting really strange." Spike started to fidget a bit from saying that. He knew that Luna wasn't evil, or that her temper was anything to be afraid of. But still, questioning the actions of one of the princesses was something he wasn't used to doing. "And after you went to see that one mare, you became even more eager to find Twilight quickly. So what's going on?"

Luna sighed. She knew Spike would help her even if she ignored his questions. But she didn't want to leave him wondering. The truth would hurt the poor dragon, but it would be better than leaving him in the dark the whole time. With a small shake of her head, she turned to face him.

"Spike, understand that what I am about to tell you will be difficult for you to accept. And that nothing that has happened has been Twilight's fault."

"But what does that mean?" Spike sounded desperate for answers. Luna nodded her head slightly to herself. She would have to tell him the whole truth.

"Do you remember the attacks that have been happening around town? The mares who were assaulted?" At this Spike nodded. He had heard everything that had happened, though he wished he hadn't. "I'm sorry, but it was Twilight that has been attacking mares these past few nights."

Spike's eyes grew wide. He must have heard the princess wrong. There was no way she had just said what he thought she did. How could Twilight be the one responsible for those attacks?

"N-no! That's not possible! How... How could she? You've got to be wrong, Princess... You just have to be wrong!"

Luna slowly reaches a hoof out to the little dragon, placing it on his shoulder as she pulled him close. She wished she was wrong, that it was all just one big mistake. In truth, it had been a mistake, but the mistake was her's, and it had happened thousands of years ago.

"Spike, when I asked you about Twilight's grandparents, it was because I recognized them." Luna paused for a moment. She'd need to explain that better. "What I mean is, I recognized a family resemblance in them. Not with Twilight or her parents. But with a group of unicorns I knew about three thousand years ago."

"But... But what does that have to do with Twilight attacking other mares?" Spike's little head felt like it was going to burst. There was so much he didn't want to hear, but so much more left for him to be told. And all of it were things he didn't want to hear.

"Because, Twilight's family carries a, well, curse." Silently Luna chided herself. Spike didn't need to know her part in all this. There was only one pony who needed to know that, and she first needed help. "I had thought that the curse had disappeared centuries ago, but it appears that I was wrong. Something about Twilight's accident must have awoken it. And now it's controlling her. Driving her to do things."

"To attack other mares?" Spike's confusion was plain for Luna to see.

"To breed with them. The curse is driving her to have children, Spike. Right now she doesn't really care about anything else. Just that she makes as many foals as possible." Luna sighed. It had seemed like such a good idea all those centuries ago. She never was the best pony when it came to making plans.

"But... I mean, that's impossible. Isn't it? How can two mares have a foal?"

Luna winced. She had hoped that he wouldn't have asked that. She didn't know how much the little dragon knew of such subjects.

"The curse... It has it's ways. Suffice to say that Twilight Sparkle now can, and has been trying to, breed with any mare she can. So we must find her quickly before things get any further out of hoof." Luna finished, thankful that it was now over. At least, for now. She dreaded the thought of how many more times she might have to explain things.

Spike just nodded in response. He was still trying to process everything he was told. Twilight, his best friend, was attacking other mares. Raping other mares, all to try and have children. It sounded crazy, as if the princess had totally lost her mind. But there was no other explanation for everything that's happened. Right then he promised himself that, once all this was over, he'd find a tub of ice cream big enough for him to crawl into and not come out for the entire day.

"Now, I know this must be difficult for you, Spike. But we need to find Twilight at once. Do you know of anything that might help."

It took Spike a moment to snap out of his shock. As the princess's words sunk in, he realized what their best chance of finding Twilight was.

"Well... Well I guess we should find her friends. I mean, one of them might know where Twilight is. And if not, I'm sure they'd be able to help!"

"Very well. Where shall we find Twilight's friends?"

"Umm... Oh! Rarity doesn't live very far from here. We should see her first!" At that, Luna nodded to the little dragon. She turned back towards the door, calling over her shoulder as Spike ran to catch up.

"Ah yes, the dress maker. Come, let us be away at once, and with luck we will not be too late."

The curtains closed gently, shutting out the night and silhouetting the pony inside against the soft light of a lamp. The day had ended and it was time to close shop for the night. With a gentle flick of her horn, Rarity's front door locked securely. One couldn't be too careful on nights like this. Of course, a few nights ago that would of been a silly thing to say. Turning from her front door, the snow white unicorn headed over to her small sewing table. These nights were not what they should be, not by any means. She never thought she'd live to see the day when a mare had to lock her doors at night, to be wary of strange ponies wandering the streets. It all seemed like the world was turned on it's head. As if everything was some tacky dime store novel, and not reality.

But as a bolt of cloth floated over in a soft blue glow, Rarity knew that everything would be alright. She was safe in her home, and her little sister was safe in bed. Even the idea of a dangerous stalker outside did little to keep her from her work. Tonight she would put such thoughts aside and let her heart flow upon the fabric. To create, yes, that was what calmed Rarity's mind and set her at ease.

She knew her friends would be safe. None of them were foalish enough to be out so late on a night like this. As fabric started to slip into her sewing machine, passing in bare and leaving stitched in delicate floral patterns, nothing seemed out of place. Everything was as it should be.

Till a frantic knock came from her front door. The sudden sound nearly made the seamstress jump out of her skin, the delicate fabric zipping through the machine, leaving a haphazard pattern of loose stitches. With a sigh Rarity looked at the ruined length of cloth, the delicate silk would never survive removing the stitches.

"Who could that be at this hour?" Rarity sighed, tossing the ruined fabric aside as she looked at the door. For a moment, she wondered if the knock had been a mistake. Perhaps a customer who did not realize the time? Or a pony who had the wrong address? She was about to dismiss it when another knock rang out, this time more urgent. A voice called out from behind the door.

"Rarity! Please open up... It's me, Twilight!"

The unicorn's eyes widened as she heard that voice. Quickly she made her way over to the door, her horn glowing softly as she started to undo the locks.

"Twilight? What in Equestria are you doing out so late?"

The door opened to reveal the worried look on Twilight's face. With a glace back over her shoulder, the purple unicorn stepped into the boutique. Rarity's eyes went to her friend's mane. It looked as if it hasn't been brushed all day, leaves and twigs were stuck in the tangled hair.

"Your mane!" Rarity gasped. "My dear, what happened to you?"

Twilight glanced about the room for a moment before looking back to her friends. Her horn glowed softly and a moment later the door behind Rarity suddenly shut, a series of clicks following as the locks quickly latched themselves. Rarity spun about, looking at her front door.

"T-Twilight? What's going on?"

"Oh, don't worry Rarity. Everything is going to be just fine. In fact, I'm here to help you..." Rarity looked back to her friend. There was something wrong with the purple unicorn. Rarity watched her as she slowly took a step towards the fashionista. Her eyes looked half crazed, and her body was lowered, like a cat getting ready to pounce.

"H-help me?" She swallowed nervously. This was all wrong. Twilight wasn't acting like herself at all. "Help me with what, deary?"

"With this!" And with that, Twilight reared up to her hind legs. Rarity couldn't believe her eyes. Hanging under her friend was the largest member she had ever seen. It swayed back and forth, rooted firmly between Twilight's thighs. She felt faint as her eyes were glued to it. That shouldn't be possible!

Twilight took advantage of Rarity's sudden shock. With a grunt she pushed with her back legs, lunging at her friend. Rarity had only a moment to realize what was happening before she was slammed back against the front door. It rattled from the impact as both ponies pressed against it. Rarity let out a startled scream as Twilight used her hooves to pin the other unicorn in place.

With a wicked grin, Twilight leaned close, breathing deep of the sweet perfume her friend wore. With a deep groan she nuzzled close, her tongue flicking out to stroke against Rarity's chin, tasting the exotic oils the unicorn had used to give her coat it's subtle shine. She pressed close, using her weight to keep Rarity in place as her member pressed firmly against that smooth fur.

A gasp left Rarity's lips, trembling as she felt that tongue stroke against her. Her eyes widened, that thing was touching her! She felt the heat coming off of it, felt it press to her soft fur. Felt that... That thing of Twilight's leaving it's sticky slime soaking into her coat. Her pulse quickened, her breaths turning into short gasps.

With a grunt, Rarity pulled her hind legs up, pressing her hooves against Twilight's chest. With all her might, she pushed, shoving the crazed unicorn off of her and across the room. She fell to the floor, panting with effort as she slowly started to get back to her hooves. Rarity looked across her store's display floor at Twilight. Watched as she too got back to her hooves. This couldn't be happening, how could Twilight be doing this?

"Mmm... Oh, so you want to play hard to get, hmm?" The grin had never left Twilight's face. In fact, it just seemed to grow all the wider as Rarity watched "That's fine.. In fact, that's what I was hoping for!"

With that, Twilight's horn flared to life. Ribbon and lace started to glow, snaking their way off of shelves and counters, trailing with purple energy as they all made their way for Rarity. Her eyes wide, the white unicorn ducked under a lash of lace, only to have to jump out of reach of ribbon as Twilight tried to entwine her. With quick wits and quicker hooves, Rarity ducked and weaved through snared made of her own sewing supplies.

Panting from it all, Rarity looked to her tormentor. This wasn't the Twilight she knew. This was some fiend. Her eyes narrowed as she looked at the purple unicorn, her own horn starting to glow a light blue.

"So you like it hard, huh?" She smirked, lifting her head up high. "Well is this hard enough for you?"

Twilight had to dodge out of the way as a sewing machine suddenly launched itself at her. The machine smashed against the floor, bobbins scattering about like frightened mice. She had little time to recover as a bolt of cloth came rolling out towards her, trailing a stream of blue silk.

Another dive and Twilight now found herself by the front door. Rarity was circling around the room, staying across from her, a small stool floating in a blue glow in the air next to her. Twilight smirked, lowering her stance as she looked back to her friends. This mare was a real fighter. She had spirit, she had fire. Twilight knew her friends would be perfect, they would have such wonderful foals.

One of Rarity's mannequins started to glow, lifting off it's stand before it sailed through the air aright at her. With a gasp, Rarity sent the stool shooting through the air to meet it. They both collided, breaking apart and sending bits of wood and cloth flying.

"Hehe, not bad, Rarity." Twilight laughed, never once loosing her wicked grin. "You're going to have to show our foal how to do that."

"You've gone mad, Twilight!" Rarity gasped. A flick of her head and she sent a barrage of thread spools shooting at the deranged unicorn. A plush pillow floated over quickly in front of Twilight, zipping about to block the incoming projectiles.

Suddenly, a loud knocking started at the door. Both Twilight and Rarity paused in their battle for a moment, looking at the front door.

"Rarity? Are you in there? We need your help."

Twilight's eyes widened as she heard that voice from the other side of the door. Oh no, what was he doing here? She couldn't let Spike find her, not now! A quick glance from the door, she could see that Rarity was still distracted. With a flick of her head, a bolt of cloth came shooting out of a cubby hole in the wall. It wasn't a large one, but still enough to knock the wind out of the distracted unicorn. At last, she had bested her mare. If only she could escape with her now.

"What was that?" The little dragon's voice said from outside.

"Stand aside." A different voice said. This one Twilight recognized as well. This one made her panic. "Miss Rarity, I command you to open this door at once!"

Oh no. No! The princess was here too! This was bad. Twilight had to get out of here. But how? Could she take Rarity with her? She couldn't just leave without her mare. She might never get another chance with her. But she couldn't risk being caught by the princess. With a frantic expression, she looked from the front door back to Rarity. That bolt of cloth was lifted up into the air, tossed aside as the white unicorn started to get to her hooves again, panting and straining to catch her breath.

"You... You wont take me that easily..." Rarity said between gasps. She spread her hooves, taking a defiant stance as she stared down the purple unicorn.

"What's all the noise about?"

The voice came from the stairs leading to the upper floor. That voice made Rarity's heart freeze for a moment. It was the sweet, innocent sound of her sister. Twilight heard that voice as well, and her lips pulled into a grin. Both unicorns looked to the side, to the steps leading to the boutique's upper floors where Rarity made her home. Standing there, eyes still half closed from sleep, was little Sweetie Belle. The little filly was yawning wide, her mouth stretched open as she breathed in deeply. The commotion had woken her from her sleep, and she had come down to see what was causing all the noise.

"No... S-Sweetie!"

Rarity called after her sister, but Twilight was already in motion. If she couldn't make her friend into one of her mares, she'd just get a head start with the mare's sister. Twilight charged full speed towards the stairs, taking advantage of the distraction. Rarity watched as if everything was happening in slow motion, her eyes wide in terror as she saw her former friend making for her little sister.

"Stand back." Luna said from behind the front door, which started to glow and shake violently.

Everything seemed to get quite for a moment. Rarity's mouth open in a scream as her horn glowed brightly, her head whipping from one side to the other as a table was ripped from it's place, glowing blue as it was sent towards Twilight. The wild unicorn's own horn glowing as each frantic step of her hooves brought her closer and closer to the helpless filly before her.

With a resounding crack, the front door suddenly blew inwards, shattering into pieces as Princess Luna stepped through the doorway. Her eyes grew wide at the scene before her. She watched as the table sailed through the air. As Twilight suddenly tackled the small filly at the base of the stairs. Together they both vanished in a blinding flash of violet energy a moment before the table came crashing down against the floor.

Rarity's mouth hung agape, her eyes shaking as tears started to seep from them. Her legs quaked and she had to sit, never once looking away from where her little sister had been just seconds before.

"I don't care! Just find them!"

Spike covered his ears to muffle out the yelling. The little dragon looked around what had once been the front room of Carousel Boutique. Now it looked as if a bar fight had broken out, and all that was left was the aftermath. Things were thrown all over the room, broken furniture was everywhere. And in the middle of it all, Rarity stood, yelling demands at the princess.

"Miss Rarity, now is not the time to become irrational." Luna tried to say in a calming voice, but she never had the same talent as her sister. Instead she just sounded commanding.

"Irrational?" Rarity's brow raised at that. Spike could almost see the steam billowing out from under the unicorn's mane. "Irrational?! That monster just disappeared with my sister!"

Despite Rarity's anger, Luna was managing to keep her cool. But only just. It would do no good for her to get angry at the irate unicorn. Rarity had every right to be upset, but letting them both fly off the handle would accomplish nothing. Luna sighed softly, trying to collect her thoughts. Twilight had progressed further than Luna suspected. It wasn't a matter of a confused pony not realizing what she was doing. Now, they had to find and deal with a fully willing and eager Twilight bent on getting half of Ponyville pregnant.

"I understand the situation, Miss Rarity. But right now getting bent out of shape will not assist us in bringing your sister back!" Luna had to bite her anger back. She had to remain calm, even if she wanted to show this unicorn what real anger was like, she had to be the one to keep a level head in all this. She had to be the responsible one now.

That seemed to cut through Rarity's anger for the moment. Her sister was in danger, and she was doing nothing to help the situation. At that moment, Rarity felt like a foal who had been throwing a fit that her balloon had been popped. Taking deep breaths to calm herself, she looked back up to the princess, her eyes pleading.

"You... You can find them, can't you? Twilight couldn't of gone far with just a teleport, could she?"

"I am not sure." Luna had to admit. "Twilight is a very powerful unicorn, perhaps the most powerful unicorn alive. But normally her skills prevent her from making full use of that power. But now, she is being driven by a curse. There is only one thing she wants, and she's being pushed to achieve that goal no matter what. With that kind of motivation, it's likely she's pushing her abilities to their limits."

Luna considered that for a moment. It was true that Twilight would likely use as much of her power as she could now, since nothing else seemed to matter to the unicorn. But even then, there were limits she would be unable to go beyond. She would have to be somewhere near Ponyville at the very least, and such a long teleport would likely prevent her from using the ability again for some time.

"Then... Then how do we find them?" Rarity begged, reaching up with her hooves to rest them on Luna's shoulders. Right now, all the etiquette and protocol the unicorn knew was forgotten as fear and emotion took over. It felt as if the unicorn's entire life was falling apart in one night. First her best friend had tried to rape her, and now her sister was gone, likely to be the rapist's next victim. Rarity could feel the blood drain from her face as she thought about what Twilight could be doing with Sweetie Belle at this very moment. How far would the insane unicorn go? "Oh, Celestia... What if... What if..."

Luna reached a hoof up, taking one of Rarity's in her's.

"Rarity, please calm down. I do not believe that Twilight will hurt your sister. Well, what I mean is, your sister's life is not in danger. Even in her condition, I don't believe that Twilight would do anything to risk your sister's life." The mood goddess said in a soft voice, trying to offer a smile to help calm the panicked unicorn. Luna was sure that they would eventually find the filly alive, and mostly unharmed. But the state of her condition otherwise, Luna could only guess.

"You... You cant be serious!" Rarity gasped. "She... She tried to rape me! Now she's got my sister!" The unicorn had to take several deep breaths to calm herself down. Her heart was racing just thinking about what sort of danger Sweetie Belle was in right now.

"You.. You can find them, can't you, Princess?"

Luna nodded slightly.

"I can... But it's going to take some time."

"But... But there's no time to waste! We need to find Sweetie Belle now... Before... Before Twilight..." A small hand gently pressed against Rarity's shoulder. She gasped softly, but her eyes softened as she saw Spike standing next to her. The little dragon's eyes were full of worry, they looked as frantic and pained as her own.

"Tracking a teleportation spell is not easy. Even when the one being tacked is a below average unicorn, it is a long and difficult process. I will do what I can to find them quickly." Luna offered the two friends a gentle smile. "You have my word. But please, I must concentrate. So remain calm."

And with that, the mood goddess closed her eyes. Rarity and Spike both watched as Luna became very still, her horn slowly pulsing with indigo energies. Rarity just couldn't take the waiting, with a quiet sob she threw her forelegs around Spike's shoulders, nearly pushing the little dragon over as she buried her face against him and started to cry. To be this close to her, to have her arms around him, any other day it would make Spike's little heart race. But right now, all he wished to do was to take away the pain she felt.

The air crackled, sparks dancing along leaves and grass for a moment before a bright violet flash illuminated the night. In an instant two bodies fell to the ground, one held tightly in the arms of the other. As the dazzle of teleportation started to wear off, Twilight looked down at her little passenger.

Sweetie was still dazed, her eyes roaming around in confusion at what just happened. Twilight took the time to see just where they had ended up. Trees were all around them, and the grass here was long and uncut. In one direction, all she could see for yards ahead was more trees. In the other, she saw a wide open field and the distant lights of Ponyville. With a little grin she realized where they were. Her spell had taken them both to the edge of the Everfree Forest.

Normally, this would have been a bad place to be, especially at night. But at the moment, it was the perfect spot. Twilight knew that monsters rarely came this close to the forest's edge, not unless they were provoked. And this far out, the chance of any ponies finding them was very slim. With a little grin, she looked back down at her new little mare.

Sweetie Belle groaned, rubbing a hoof against the side of her head to try and clear the throbbing that now played against the inside of her skull. She had never teleported before, and the feeling of suddenly winking in and out of existence could play a number on a pony's senses. Right now, everything seemed to be rocking back and forth, and a low buzzing just would not get out of her ears. Her coat tingled, and it felt like something wet was rubbing up and down her chest. It took a few moments for her senses to get back into order, and the strange feelings to stop. That is, all but one. Something wet was still rubbing against her.

With a gasp, the little filly discovered that it wasn't just a trick of her senses. Something wet was rubbing against her. And that something was Twilight's tongue!

"T-Twilight!" She squeaked in her little, chime-like voice. "W-what's going on?"

Twilight paused in her lapping for a moment, just long enough to look up to the shocked filly. That bewildered look, it was priceless. So cute and innocent. The older unicorn leaned in, closer and closer, till her tongue could slip out and run over the filly's face. Sweetie Belle lived up to her name. She wasn't as musky as Applejack, nor as perfumed as her older sister. She had a natural, slightly dirty taste to her, sweetened by traces of her own sweat mixed with fruity, simple soaps. The tastes of a little filly just starting to become a mare. Ripening and waiting to be plucked.

Sweetie Belle squealed, squirming as her face was covered in Twilight's tongue, gasping softly as she was licked again and again. She felt the warm, wet saliva soaking through her fur as that tongue stroked against her cheek and caressed at her chin. It was weird, it felt strange. Almost like Twilight was treating her like a lollipop. Sweetie Belle wriggled, trying to turn her face away from Twilight's indulgent licking.

"S-stop it, Twilight!" She gasped, trying to scoot herself away, but Twilight had pinned her legs down with her hooves. "That tickles! Sto-!" Sweetie Belle's words were cut off. Without warning, Twilight had pressed even closer, her lips suddenly locking over the fillie's. Sweetie Belle's eyes went wide in shock. She had kissed before, but only on her cheeks and forehead, and only with her family. This was neither one of those. Her lips were held in place by the older unicorn's, forced open as that lapping tongue suddenly filled her mouth. She tries to scream, to squeal, but it just game out a high pitched groan as that tongue started to writhe and stroke inside her mouth, rubbing slowly against her own.

Twilight suckled, pulling her lips back and forth against the little filly's. This was like a dream come true, Sweetie Belle's mouth was so small, so sweet. Twilight could taste whipped cream, strawberries, the delectable dessert the little filly had had before bed. But most of all, was the unbridled taste of untouched flesh. With her lips holding the filly's mouth wide apart, her tongue plunged inwards. She felt Sweetie Belle struggle suddenly, trying to pull her head back, to close her mouth. The little thing was scared as Twilight's tongue wormed it's way down her throat suddenly.

The older unicorn let her tongue explore, probe, caress. Working back and forth slowly, penetrating the poor filly's throat as deep as it could go before slipping back. With two breathless gasps, their lips parted, tongues staying against each other before slowly they too separated. Her eyes lidded with lust, Twilight watched as a thin bridge of spittle stretched between herself and the filly's tiny mouth, eventually breaking like a single silk thread.

Sweetie Belle laid there, gasping for breath. What had just happened? Her mind was spinning around for an explanation. She had just been kissed. Kissed by one of her sister's best friends. Kissed by a mare! Something told her it was all wrong. She shouldn't be doing this with some pony so much older than her. But something else just didn't care. Slowly her mouth closed, her lips pressing together tightly as she swallowed, suckling in the lingering taste of Twilight's tongues. She could almost still feel that tongue pushing at the inside of her throat. Had this all really just happened?

Her spinning thoughts were interrupted as another squeal escaped her lips. Her wide eyes looking down to see Twilight had slipped lower. This time the older unicorn's snout was nuzzling between her legs. The same wet lips and warm tongue kissing and caressing over the tiny little nips that marked her immature breasts. Teasing and pulling, they brushed the little filly's fur back to uncover the now wet nubs to the cool night air.

Sweetie Belle gasped a her nippled hardened, cooling as they were left wet and exposed. Those lips had moved again. Her whole body jerked as she felt them again, pressing at her plump little mound. They shouldn't be there! They shouldn't be touching her there! But she couldn't help it, as they caressed her again, suckling lightly at her mound, her hips jerked and she let out a drawn out squeal.

Twilight kissed and suckled, her tongue working softly against that tender slit. Sweetie Belle's mouth had be divine, but this was something beyond description. It was tender and firm, sweet and musky. Twilight's dictionary-like mind was at a loss for words to call this little cleft. It only knew one thing, it wanted more. And so she pressed her lips tightly against the filly's quivering body, her tongue working back and forth, up and down, in and out. Pushing harder and harder to nudge those plump folds apart, to expose the tender petals of this delicate flower.

Sweetie Belle's eyes squeezed shut, her face screwed up into a scrunch as she tried to control herself. She had never known anything like this. Her hips kept jerking, twitching as they bucked against Twilight's lips. Her breathing quickened, short, frantic gasps blowing through her nose. Her heart beat so hard the little filly worried it would split her chest open. Her mind was racing, trying to grasp at anything to hold on. It was like white hot lead had been poured between her legs, it was soaking through her body and pooling in the back of her skull. It built and built, like a water balloon being filled too far, too fast. The little filly was afraid. It was going to burst, it was going to pop!

Her lips parted and a strangled scream slipped out, short gasps for air breaking up the sound as her eyes flew open and her back arched. She felt like she was about to die, shaking and jerking in the grass while Twilight held her hips still. The older unicorn's tongue still lapping at her, lips still suckling.

Those lips pressed tightly, pulling and kissing while that tongue worked back and forth like a thirsty dog. Twilight tasted it, the sweet nectar pouring out of the tiny sex before her. It was like the first cup of cider from an untapped barrel. Fresh and sweet. It was too bad a filly could only ever have one first climax, Twilight felt she could get used to tasting it. She held the little filly close. No, she was Twilight's little mare now. She tried to keep her hips still, but Sweetie Belle's wild thrashing was hard to keep under control. So Twilight drank all she could, lapping it up as it flowed out of that grasping, spasming hole. She kept suckling and kissing till the poor little thing could take it no more, her body starting to still, breathing little more than exhausted panting.

"Mmmm... Oh, my little mare... That was delicious.." Twilight moaned as she wiped the filly's juices from her chin with the back of a hoof. After a moment's consideration, her tongue started to clean said drippings from her hoof, unwilling to waste them. She watched Sweetie Belle as she laid there, panting and gasping for breath. The filly's eyes were rolled back, still recovering from what had been the first orgasm of her entire life. Twilight had to suppress a giggle, this moment was just too cute, too sweet. But it wasn't over with yet.

Still recovering, Sweetie Belle felt herself being lifted up off the ground. Slowly her eyes came back to focus as she was turned over, gently being set back down onto her shaking hooves. Her body still tingled, her hips still trembling as she let her weight carry her down to the ground, her chest pressing to the grass as her rump remained up in the air.

"Tw... Twilight.. What's going on?" She asked between pants, looking back. Her eyes widened at what she saw. Something was hanging under Twilight. She had never seen one, but she instantly knew what it was.

"T-Twilight! W-What's that?! What are you doing?!" She gasped as she felt it press against her rump, her soft little cheeks compressing as the massive tip tried to work it's way between them. She whimpered, trying to pull herself away, but with one forelimb, Twilight pulled her back, pressing the filly's back against her chest as she pushed harder. Her length was throbbing, drooling thick globs of pre against Sweetie Belle's soft white fur. It didn't matter that the filly was so small, perhaps too small. Twilight needed this, needed to breed her. Needed to make the filly into a full mare.

"No! S-Stop! It's too big!"

Sweetie Belle grit her teeth as she felt that thing pushing against her, pressing to her tiny little mound. She could still feel Twilight's saliva on her, slicking her folds, but even that wasn't helping as that tip started to push her open. Wider and wider, her poor petals strained as Twilight kept pushing. Her hooves dug into the dirt as she tried to pull away, to keep that massive thing from entering her, from tearing her open. But she couldn't stop it, it was like trying to boulder rolling down hill. She could feel herself stretching, her whole mound bulging as that massive tip bent slightly, wedging her painfully wide. It was pressing deep, pushing harder and harder against something inside her, something painful.

With a sudden jerk of her hips, Twilight forced her massive flare inside. She felt it, the sudden tearing against her tip, the ripping of tender flesh. The little whimpering filly was now a screaming mare. This far out, she knew no pony would be able to hear little Sweetie Belle's cries for help, and she delighted in the sound. The gasps and screams, the painful grunts and cries, the sounds of a filly learning what it meant to be a mare. To be Twilight's mare.

Stars danced before her eyes, and she was sure her body was splitting. Sweetie Belle screamed, pain racing up from her hips to her spine. She frantically dug her hooves in again and again, trying to pull away, to pull of that throbbing mass inside her. But it was no use, even if Twilight wasn't holding her so tightly, that huge cocktip had wedged itself deep inside, her entire pubic mound bulged around it's shape. She was trapped, unable to escape till Twilight had finished with her. She could feel it, pulsing and throbbing, feel the warm lube oozing into her body from the tip. It felt like something was taking over her body, like some creature was trying to split her open just to crawl up inside her. Her breathing was ragged, frantic gasps for air as her vision started to blur.

It was tight, so painfully tight. The feeling of those trembling walls flexing against her. Twilight tried to keep her hips still, tried to stop herself from just ramming inwards, but she couldn't. With a lusty groan, her hips jerked, driving a few more inches into the young mare. She felt muscles snap around her, tearing as they were forced to conform to something so massive inside such a tiny space. Another scream ripping past Sweetie Belle's lips. She could feel the tiny body straining around her, struggling to get free as more and more of the filly's body became devoted to holding Twilight's needful flesh.

Another buck of her hips and she feel hard resistance. A quick thrust met the same. She was ramming against the little filly's hips. Another groan left her lips as she realized that. She was thicker than her little mare's hips could handle! Again and again she bucked, too far gone in her lust to care anymore. All that mattered was that she bred her mare. That she made sure Sweetie Belle's first foal was her's. Already she could feel her throbbing length start to twitch, jerking inside it's tight confines as the unbearable tightness worked against her, quickening the coming release.

Sweetie Belle thrashed, her legs kicking as she felt her hips strain. It felt like they were being pushed apart, that she was being split in two by that thing. By Twilight's shaft. Every shake and squirm of her body brought pain and pressure, feeling herself twist against that hot, throbbing mass. She felt her body flexing around it, spasming again and again as her insides started convulse. Her mind spinning, lost in a sea of pain and other sensations too alien for her to understand. It felt like that thing inside her controlled her very being. Her very life was at it's mercy. She felt that, in one moment, it could tear her in two if it wanted. If Twilight wanted. It almost felt like she was trying to do that right now, but never fully. Only just. Closer and closer, pushing the poor little filly's body to it's breaking point. To the point where everything would let go. And leaving her right there. Where her body tingled and ached. Where pins and needled raced back and forth over her head and up her limbs. She could see the edges of her vision going black, darkness starting to close in on her. Sweetie Belle felt her body, it was starting to melt. Starting to pool around that throbbing, swelling thing, flowing into nothing more than something sticky and wet to cover Twilight's massive cock. Then everything went white.

Twilight's head tilted back, her forelegs both wrapping around that trembling, convulsing body as she reared onto her hind legs. She felt her heavy testes draw up, her shaft swelling, ripping her mare's tiny passage slightly. Then the flood started. Again and again, she felt it ripple down her length to explode into the tiny body. The pressure rose quickly, trapped behind the tight seal Sweetie Belle's diminutive sex made around her cock. More and more, the unicorn's seed kept flowing till it could only go one way. The poor, spasming filly's womb opened an was drowned in it.

Almost instantly, Sweetie Belle's womb was filled, again and again. Twilight could feel her in her forelimbs, her belly swelling, growing heavier and heavier by the moment. Feel the pressure building as her tummy started to strain, struggling to contain every drop of seed that was forced into the filly's body. It was almost as if Twilight could feel her foal quickly growing in the little mare's belly. With a great grunt, Twilight pulled. She felt the tight seal being broken, those clinging folds almost turning inside out around her, nearly ripping out of the little mare's body. But with another tug she came free. More and more of her seed shot out, plastering the little filly's rump and bulging belly with sticky mare sperm. Even more gushed from Sweetie Belle's ruined sex, unable to hold back the pressure as her belly slowly started to shrink back.

They both collapsed there in the grass, laying in a thick pool of spunk as Twilight's orgasm started to subside. Twilight groaned, panting for breath as she looked down at the little filly in her grip. Sweetie Belle had passed out, unable to handle the strain of what she had just gone through. Even unconscious like this, she whimpered and gasped, her body trembling as her belly groaned and strained around her over-inflated little womb. With a sigh Twilight started to stroke a sticky hoof through the little mare's mane, smearing it with her seed.

"Mmmm... There there... You're a mare now, Sweetie. You did very good..." Twilight cooed into the little filly's ear. A contented smile pulled at her lips as she cuddled the swollen little bundle for a few minutes. Eventually, once Sweetie Belle's trembling had subsided, she slowly got up, letting the filly rest in the grass for a bit longer.

Twilight looked over her new little mare. A little blush creeped onto her cheeks as she examined Sweetie Belle's abused mound. There was blood. Not much, but enough to make Twilight concerned for her newest mare. With a soft sigh she closed her eyes, leaning down as her horn glowed faintly. She didn't know much healing magic, but it would be more than enough to stop any bleeding. Quietly she scolded herself. She may have been a bit too rough for her little mare's first time, but she couldn't help it. Sweetie Belle had been just as delectable as Twilight suspected her big sister would of been. If not more so. And the fact that this had been the filly's first time ever, well that just made it all the more special for the lusty unicorn.

It almost made Twilight sad that she had to leave her sweet new mare. Not forever. She'd never just abandon one of her mares. But she couldn't be caught with them. Not now that she knew Princess Luna was after her. She couldn't risk being caught, then being forced to leave her mares all alone. But still, she couldn't leave little Sweetie Belle here. Looking around, Twilight knew this was no place for a filly to be left alone. Even if she was now a mare.

With a gentle sigh and a soft smile, Twilight's horn started to glow. Sweetie Belle whimpered softly as she was slowly lifted up, soon settled onto Twilight's back. As the magical glow subsided and the filly's weight settled, an odd, rude sound escaped from under Sweetie Belle's tail.

"Sweetie!" Twilight blushed at that, she could feel something warm and thick oozing from between her little mare's thighs and onto her back. "You've got to try to keep it all inside, my little mare. How else do you expect to get pregnant?"

Twilight knew she couldn't hear her. But she didn't care, she liked the idea that she could teach her new little mare all about how to be a good brood mare. How to service her stallion. How to make sure she had foals. The thought made Twilight giggle as she started to trot away from the dark forest. Those lessons would have to wait, for now she needed to find a safe place to leave her newest mare. Someplace she'd be found soon, so she could be taken someplace safe and warm.

Rarity had lost track of how long she had been laying there, watching the princess for any sign that she had found Twilight. That she had found her sister. With a sigh she closed her eyes again, leaning a bit as she rested her head on top of her hooves. She could feel another body against her, the smooth, thick scaled of the little dragon as he kept close to the unicorn's side. Spike had been there the whole time, unwilling to leave the distraught unicorn. A slight smile pulled at the corner of her mouth. Silently, she was thanking the little dragon for being there. For letting her rest her sorrows upon his shoulders. But right now, she just wished the princess would do something. Anything.

Luna had sat there this whole time, not moving a single muscle. Had it not been for the slow and steady pulsing of her horn's magic, one might of thought she had turned to stone, ready to be placed somewhere in the Canterlot gardens. But inside, Luna was far from still. In her mind, she was ranging all over, playing a seemingly never ending game of catch up. Tracking a unicorn's teleportation was never an easy feat. When a unicorn teleports, just like with any other spell, they leave behind traces of their magic. If one knew how, with enough skill and time, one could follow those wisps of magic, letting them lead back to the unicorn who had left them.

But when a unicorn teleported, it was never just one easy to follow trail of magic. What seemed to be a single, instantaneous event, was in reality a series of quick jumps, over and over again till the unicorn had reached her destination. Every time they jumped in and out of reality, magic was thrown far and wide. This left false trails, drifting passages that could send any tracker running after ghosts. This was what the princess had to sift through. To untangle the many possible paths the lingering magic seemed to take, till only one path remained. To make it worse, the more powerful the unicorn was, the more magic they threw off with each jump. Where it may have taken her only a few minutes to find any average unicorn, it was taking all her effort to unravel the path that Twilight had taken. Twilight truly was likely the most powerful unicorn alive, and at this moment Luna was sure of that. If a unicorn was powerful enough, the false trails of their teleport would loop back on each other, splitting off again and again only to lead right back to where they came from. It made the Princesses practically untraceable when they teleported. In Twilight's case, she was nearly as undetectable. Nearly, but not quite.

Luna had centuries of practice and training. She knew the signs that pointed to a false trail. Knew how to dismiss a loop before she had wasted time following it all the way back. It still took time, more time than she would have liked. But she would eventually find the one trail that would lead her to where Twilight had gone. One by one, the last remaining trails started to fade, brushed aside as Luna stripped them away, till finally, only a single path was left.

Slowly her eyes opened, getting used to the material world again as her horn's glow started to intensify.

"I have them... Quickly, we have no time left to waste."

Rarity and Spike looked at each other, blinking for a moment as the Princess's words dawned on them. Together the unicorn and dragon quickly rushed over to Luna as her wings spread wide. The Night Mistress's eyes started to glow white as her horn flared brightly. In a flash of indigo, the three seemed to melt into the shadows, leaving Carousel Boutique empty and silent, save for the soft mewing of a single cat...

Chapter 7

Twilight's Midnight Violations

a Shameless Clopfic

Chapter 7

The sheets were pulled up and tucked in gently. They would need to be washed in the morning, no way around that. There wasn't much he could of done to prevent them getting soiled. It had been more important that Applejack was someplace safe where she could rest. Finishing cleaning her up would have to wait till in the morning when she could do so herself. But now she was home and safe, and what had happened to her out there, whatever it was, could be settled in the morning.

With a little sigh, Big Macintosh looked at his sister. She had passed out just after he found her out in the orchard. He thought he had seen it all, till he saw her. Scared, frightened, shaking. If Applejack found out that anyone else had seen her like that, she would have made damned sure they regretted it. Big Mac wasn't used to seeing his sister in such a state. Not the, condition, that she had been in. But the state of mind. She had been terrified. But of what? Or who? Big Mac had a fairly clear idea of what had happened to her out there, even if he didn't know the details.

It was pure luck that it had been Granny Smith who came out of the farm house first as he walked up with the unconscious Applejack across his back. He shuddered to think what the sight would of done to little Applebloom. Granny had been demanding enough, demanding to know what had happened, where he had found her. What little Big Mac knew, he had told her. That seemed to be the way things were in the Apple family. The mares made the demands, and the stallions were just to nod and go about their work. That's why it was so hard for any of them to see Applejack like this. A strong, independent mare, reduced to a trembling, sniffling filly again.

He had to be the one to try to clean her up and put her to bed. To make sure she was alright, that she wasn't hurt. He didn't like it. It wasn't that he didn't worry for his sister, but he didn't like the idea of being the one that had to deal with these things. With seeing what had happened to his sister... Down there. But still, it was probably best that he had done it. He doubted he could have dealt with Applebloom at the time. And Granny would have been more angry than understanding. It was always the Apple stallions that had to deal with things then they turned... Messy.

Reaching over to the nightstand, he slowly turned the lantern down low, just enough light that his sister wouldn't awaken to a darkened room, but low enough so that she could continue to sleep soundly if she needed to. After checking to make sure she was alright, Big Mac turned and started out the room only to hear the bed shift softly.

"T-Twilight?"

He heard his sister's voice. It sounded frightened and scared. And, oddly, wanting. Stopped mid-step, he turned slowly, looking over to the bed. Applejack hadn't sat up, still laying under the covers. She had turned, her eyes looking about in the dim light for some pony. Eventually they found him.

"Nope." He said as softly as he could.

"B-Big Mac..." Her voice was cracking, worry creeping in through the fear. Once again he watched her eyes shift about, frantically searching for something. "Is... Is she here?"

He just shook his head. Twilight had been there as well? What did she have to do with all this? He hoped the unicorn hadn't gotten herself caught up in all this. Once he was sure that his sister was alright, he would have to go back out and search the orchard again. If Twilight had been there, she may be in just as bad a condition as Applejack was, if not worse. Big Mac didn't think he could live with it on his conscious that he had found his sister and left another pony all alone like that.

"Ah haven't seen her. But ah'll go look for her."

Big Mac watched as Applejack's eyes started to tremble. Watched as tears started to form in the corners of her eyes. But there was something else, something glinting in his sister's eyes. It wasn't worry, or even fear. It was need. With a soft whimper, Applejack turned her head, burring her face into her pillow as she started to sob.

He was about to go back to her, to try and offer some sort of comfort to his sister. But he didn't even know where to start. He had never been good with emotions, and the mix that had danced over his sister's eyes just confused him even more. But she was safe, and that was what was important.

Big Mac hoped that Granny could keep Applebloom occupied a while longer. He needed to go back to the orchard. He needed to find out just how Twilight was mixed up in this mess.

The night seemed to shift, growing denser for a moment before a bright indigo burst illuminated the grass and near by trees in an eerie blue light. As the light faded, the Mistress of the Night stood, her wings spreading out to reveal her two companions.

"Sweetie? Sweetie Belle?!"

The moment they had arrived, Rarity started to look about, frantically searching the edge of the forest for her sister. It took Spike a bit longer to recover from the sudden teleportation. Thankfully, unlike the times he had teleported along with Twilight, he didn't arrive with his scales singed. But even so, he wasn't used to the sudden shift in reality that accompanied teleporting. For once he was thankful he hadn't eaten in a while.

The trip did little to bother Luna, however. Already her eyes were scanning about, taking in the location she had followed Twilight to. The dense trees and open field, it could have only been one location within any realistic distance from Ponyville.

"To think she teleported all the way out here." Luna mused for a moment. "She must be pulling on much more of her power already..."

"Sweetie Belle! Where are you!?"

Luna was brought out of her thoughts and back to the here and now by that. Questions about how the curse was affecting Twilight's abilities would have to wait. Right now, they had a filly to find and, hopefully, a crazy unicorn to stop at the same time.

"Spike, are you well?"

The little dragon looked up to the alicorn. Spike looked as if he was about to loose whatever his stomach contents were. But after a few deep breaths he seemed to recover, the color returning to his scales as he nodded up to the princess.

"Y-yeah... I just never liked teleporting much..."

"Sweetie Belle... Please, where are you?!"

Luna glanced over to where Rarity was running back and forth, crying out for her sister. The frantic search was little more than panicked calls and short sprints through the grass. If they were going to find where Twilight had taken the filly, they would need to search in a more organized fashion. With a nod, Luna looked back down to Spike.

"It appears we are on the edge of the Everfree Forest. We will need to cover as much ground as possible if we are to find Twilight or Miss Rarity's sister quickly."

"You... You don't think Twilight went into the forest... Do you?" Spike asked, his voice sounding frightened as he looked into the dark woods. Luna shook her head. She knew the curse wouldn't affect Twilight's judgement. At least, not in that sort of way.

"No, I think not. Twilight may not be in her right mind, but she's not insane. We should concentrate our search in the fields between here and Ponyville." Luna said, looking out over the gently rolling hills that lead back towards town. "Spike, you search by land over there, closer to the lake. I will search the other direction by air. Yell if you find either Twilight or the filly."

Spike nodded to the princess, and with that she gave a mighty stroke of her wings. In a rush of air she was aloft, already turning to soar into the sky. With a deep breath, the little dragon looked to Rarity. She was frantically looking everywhere she could. Spike wanted to tell her what Luna's plan was, but he knew it would do no good. She was too panicked right now, to distraught over what had happened to her sister to think calmly. Spike knew how she felt. If he stopped to think about everything that was happening, he'd probably panic as well. But he had to be dependable. Twilight, his Twilight, was counting on him.

As the princess and the dragon went about their search, Rarity went about her's. Everyplace she could look, she did. Even if it made no sense. Inside a fallen log. In a patch of tall grass. Under rocks far too small for a filly to hide under. No place was too unlikely for her mind to imagine Sweetie Belle to be hidden inside.

"Oh, Sweetie, please.... Sweetie!"

She cried out, she could feel tears starting to well up in her eyes. But she had no time to cry, no time to sob right now. She had to find her sister. Find her before Twilight could do anything to her. She knew she was probably too late already, but there was always a chance. Always the hope that she might get there in time. Might get there before that monster raped her little sister.

Already her mind was running through dark places. Her imagination conjuring up all the dreadful, perverse things Twilight could be doing to poor Sweetie Belle. Things no pony should ever do. Rape could be the least of Rarity's worries. What if Luna was wrong? What if Twilight had gone too far? Could not stop with just defiling the poor filly? Would she ever see her poor sister again?

"Please... Oh please, Celestia... Just let me see her again..."

Rarity could feel her knees getting weak. The panic and worry getting to be more than she could bare. She could feel the tears starting to leak down her cheeks, she couldn't hold them back any longer. This was it. She'd never see her sister again. Never tell Sweetie Belle just how much the little filly meant to her.

"Rarity!"

That voice brought her back from the sorrow. She looked about, searching for it's source. There, in the distance, she could see the little spot of purple. It was Spike. He was waving to her, trying to get her attention. With her heart pounding, she started to gallop towards him, trying to get closer.

As Rarity drew closer to the little dragon, she could see he was pointing off into the distance. Her eyes followed Spike's outstretched claw. There, almost out of sight, she could see a small country road, little more than a dirt path that wound close to the lake. A lone street lamp, little more than a marker to help lost ponies find their way. Resting in the soft light of that lamp, a bench had been placed, a place for tired hooves to rest on their journey.

And there, in the light of the lamp, on top of the bench, was a small, huddled white shape. Had any other pony came by, they may have thought it was just any other filly, out playing too late and gotten lost. But right now, Rarity's panic turned into wild urgency. Her hooves beat the grass into a pulp with each step she took, racing over the hill and down towards the path.

"S-SWEETIE!"

By the time she got close, she was gasping for breath. Her heart felt ready to give out as she made it to the bench and wrapped her forelegs around the sleeping form. She didn't care that she was filthy, that she smelled horrible, or that she was laying on something out of place. All that mattered was she could hear her breathing, and feel her little heart beat.

Luna had seen Spike's discovery as well. She came flying along, just a few feet above the ground, and alighted a few steps away from the scene. Rarity already had her sister in her grip, a hoof frantically smoothing and stroking back the filly's mane, nearly dislodging something placed there. A flower?

Curiously, Luna stepped closer, trying to get a better look. Why would the filly have a flower tucked into her mane?

"T-Twilight?"

The voice was tiny and weak, as if it hurt for it to be heard. Sweetie Belle's voice trembled as her eyes slowly started to flutter open, red and puffy from crying.

"Shhhh... It's ok.. You don't have to be scared anymore, Sweetie. I've got you now.." Rarity cooed softly, still cuddling her sister close. Sweetie Belle's eyes started to focus on her older sister, the little filly whimpering, her hooves going around Rarity's neck to hold close.

"R-Rarity... I... I'm..."

"Don't talk, Sweetie... Just rest. You're safe now.." Sweetie Belle nodded softly to her sister's words. After a few more minutes, Luna could tell the filly had fallen asleep again. Rarity's horn started to glow a soft blue, slowly the sticks and leaves that had been stuck to Sweetie Belle's body and mane were being gently tugged free. The flower that had been just behind the filly's ear was likewise discarded along with the rest of the debris.

"Miss Rarity, perhaps it's best if you took your sister home. I would not wish to risk upsetting her further by teleporting the both of you back."

Luna's smile was soft and tender. Rarity nodded, choking back a sniffle as she continued to hold her sister tightly.

"Y-yes... You're right. Thank you, your highness.. I.. I don't know what I would have done.." A wingtip reached out to Rarity's lips. There was nothing more that needed to be said. Her horn glowing softly, Luna gently levitated the sleeping filly up from Rarity's embrace, only to carefully lower her onto the older sister's back. With one last smile, Rarity turned and started down the trail, back towards home.

As the two drew closer to Ponyville, Luna looked from the scene of the two unicorns and back to the bench where Sweetie Belle had been found. Her expression turned serious as she examined what was left.

"Um... Is something wrong, princess?" Spike had watched the whole scene quietly. Part of him was happy they had found Sweetie Belle, and that the filly had been alright. But another part of him was upset. Where had Twilight gone off to? If she could do that to a filly, was there still any part of the old Twilight left?

Luna leaned down, her horn glowing as she picked out something amongst the rocks and sticks. Slowly the little yellow flower floated up from the dirt, caught in a soft indigo glow. It hovered in the air in front of the princess as she regarded it closely.

"Curious... I doubt that the Sweetie Belle would have stopped just to pick flowers after what had happened to her..."

She looked from the floating flower to the bench. Several more were spread out on top of it, though they were all mostly smashed by now. It seems as if the filly was sleeping on top of them. But why?

"If Sweetie Belle did not pick the flowers, then who else could have?" Luna asked down to the little dragon. Spike blinked in confusion at the question. Why was the princess worried about a few yellow flowers? It wasn't as if they had anything to do with where Twilight was. Could they?

"You... You don't mean?" Spike gasped softly, finally getting what the princess was saying, though the meaning was still lost on him. "That.. That doesn't even make any sense, does it?"

"No, it doesn't. But that's the point. She shouldn't be doing this. Not now." Luna said, despite everything, she could feel a small smile playing at her lips. Perhaps, just perhaps, it wasn't too late. Perhaps she wasn't totally lost to them after all.

"Huh?"

"Spike, I will need your help with something. We have a day to plan, and we must be ready by nightfall." Luna looked again to the flower floating just in front of her. Perhaps the blessing had not been a total failure after all.

She hated it. Having to leave Sweetie Belle like that. But Twilight knew that it wouldn't be long before Luna had caught up with her. It was a long trip back to Whitetail Woods, and it gave the unicorn time to think about it all. She had made sure to leave Sweetie Belle someplace where she could be found easily, someplace away from the Everfree. As much as she didn't want to just leave the little mare like that, she hated the idea of some wild creature coming across her even less.

She just wished she could have been there when Sweetie Belle woke up. She'd have to make it up to Sweetie Belle next time. With a smile, Twilight hoped that the little filly would like the flowers she left. They seemed silly at the time, but hopefully waking up to a bed of flowers would make her new little mare feel better. As she made her way between trees and bushes, she thought about the time they had spent together.

Twilight knew it had been rough on the little filly. It was, after all, her first time. But it would get easier with time, once Sweetie Belle had gotten used to things. Twilight stopped for a moment, pressing a hoof to her lips to muffle a giggle. Of course it would get easier! Giving birth would surely loosen up such a small filly.

As she continued on her way, Twilight wonders about something. If her mares knew just how much that meant to her. That they were going to be the mothers of her foals. With a shake to her head she smiled. Of course they knew. How could they not? It was, after all, the greatest thing a mare could do for her stallion, wasn't it?

As Twilight made her way into her little clearing, she looked about, making sure that no pony else had been here. Everything seemed as she had left it, including her rough little bed of leaves. With a little sigh, she thought about how stiff her back would be by nightfall. She'd need more leaves if she wanted to avoid that.

As leaves were plucked from branches, Twilight considered her situation. She couldn't live out here forever. Even if she tried, eventually some pony would notice. And she couldn't just go back to Ponyville, she would be found for sure then. It was enough of a risk just going out to find more mares. And even if she could stay out here, she was expecting foals eventually. What was she to do then? Sure, they could just say with their mothers, but that wasn't what she wanted. Twilight sighed, pressing a hoof to her forehead.

"Erf... Who knew being a stallion could be so much work?"

She wanted to be with her mares. To be with her foals. That was the family she wanted, not just a bunch of foals scattered all over who didn't even know who their father was. That is, if she could be called a father.

"Wait... Does that even make sense?"

Twilight shook her head. Just what was she to them? She sired them, she had been with their mothers. Clearly that would make her the father. But a father had to be male, right? She wasn't male, at least, not fully. So just what was she? A second mother? That didn't seem right either.

"Uhhh... Now I'm going to be worrying about pronouns all day instead of sleeping..."

Lightly smacking the side of her head, she brought her leaves back to her 'bed' and started to spread them out. She didn't have time to worry about what to call herself. It was more important that she'd be there for her foals. With a sigh she settled herself down atop the fresh leaves, rolling onto her side and stretching her legs out. She'd have to think of something. She couldn't just leave her mares to raise their foals all by themselves. That wasn't what a family was. That wasn't the kind of stallion she wanted to be.

As she slowly closed her eyes, a smile creeped across her lips. Stallion. It seemed so silly to call herself that. But that was what she was now. And she was going to be the best stallion she could be.

The stallion made his way down the street. He had been out all night searching through the orchards, but still there was no sign of Twilight. Big Macintosh couldn't make heads nor tails of it. Applejack had insisted that Twilight had been there, though she wouldn't say just what had happened. But every time he asked, he could see the look in her eyes. He could tell that memories were running through her head, and those memories had made her tremble. He nearly had to threaten Applejack to keep her from following him into town. She was in no condition to be going out right now. But he still needed to get to the bottom of this. The way Applejack was acting, he would never feel right if he didn't find out just what had happen to her that night.

And so, he had left Sweet Apple Acres, heading for town to find the purple unicorn. It was well past noon before he had gotten the chance. With Applejack still in bed, Big Macintosh had to take care of the morning chores on his own. Thankfully, Granny Smith had agreed with him that finding out what had happen last night was more important than a day's worth of farm work. So with the things that couldn't be put off done, he had started his trip into Ponyville, leaving his two sisters in the care of their grandmother.

He passed down the streets, every now and then he could tell he had caught the eyes of a mare or two. They watched him, as they always did, looking him over and whispering amongst themselves. It wasn't anything he was not used to. They always whispered and watched, but rarely did they ever approach him. It was the story of his life. But he couldn't complain much. Settling down with a mare wasn't something he was considering just yet. His sisters were enough of a hoof full right now. But some day, perhaps when they had found themselves a stallion, he might consider being the stallion to some young mare. But for now, he had a job to do. It has always fallen to the Apple stallions to take care of things.

So now Big Macintosh found himself stepping up to the door of the Ponyville library. He paused to look up at the tall tree, hollowed out to serve as both the library, and home to the town librarian. With a short nod to himself, he lifted a hoof to knock on the door. If he was going to find Twilight and get some answers, this would be the best place to start.

It took only a few moments for some pony to open the door. Or rather, some dragon.

"Oh, um, hi, Big Mac." Spike said, a bit confused at the unexpected visitor. "What brings you here?"

Big Macintosh looked past the little dragon. Of all the ponies to find here, he could see Princess Luna herself standing in the library's main room. She was talking with another pony, a white unicorn mare. He recognized her, one of his sister's friends. Rarity, if his memory served him well. He couldn't hear just what they were saying. The fact that the princess was here was startling enough. But still, she wasn't the pony he needed to speak with. He looked back down to the expectant dragon.

"Is Twilight here?" The question seemed almost as if it had smacked Spike across the face. Big Macintosh watched as the little dragon's eyes got wide for a moment.

"You... You don't know, huh?"

"Know what?"

"Well I... I don't know if I should..." Spike started, but he noticed Big Macintosh's eyes suddenly widen before he lowered down into a deep bow.

"Spike? Who is this?" Luna asked, now standing just behind the little dragon. Big Macintosh had stood up again, composing himself back into his usual calm appearance.

"This... This is Big Macintosh. He's Applejack's big brother, one of Twilight's friends." Spike swallowed nervously before continuing. "He... He's looking for Twilight."

Luna looked him over for a bit. At that moment, Big Macintosh felt like he was a prized pumpkin being looked over before a sale. But eventually, the princess's smile softened and she reached out a wing to gently usher him inside.

"I see... Come, Mister Macintosh. There is much I must inform you of. And, perhaps, you may be able to assist me with an important matter."

Together the princess and the work horse stepped back into the main room, rejoining the waiting unicorn.

"Princess, I still do not see why you don't simply ask the police for further assistance with this." Rarity said once Luna and Big Macintosh had came over. Spike shut the door behind them, quickly running over to rejoin the conversation.

"Because, fair Rarity, I do not wish the authorities to be involved any longer. This matter has become complex enough, and there is no need to further complicate things." Luna answered before turning to Big Macintosh now. Her smile returned, though not quite as soft as before. "Now, Mister Macintosh, why is it you've come here seeking Twilight Sparkle? I sense that it has something to do with your sister, yes?"

With a deep sigh, Big Macintosh told them everything that had happened since he found Applejack alone in the orchard.

The sun had set, it's warm light having long since past. And now, the shadows had taken over the town. They reached out from buildings and trees, from homes and businesses. They covered the landscape of Ponyville in darkness, only broken by the soft glow of street lamps. These Twilight tried to avoid as she weaved her way from one dark alley way to the next.

She knew it was dangerous to come back now. Especially after she had almost been caught by the princess. But it was a risk she'd have to take. She just couldn't give up now, not after she had come so far. She knew the mares of Ponyville needed her. And she needed them, badly. When she awoke just before sunset, she had learned something important about being a stallion. That morning wood didn't always have to happen in the mornings. And that it never did go away on command. The day full of wonderfully dirty dreams hadn't helped the issue much. Not that she minded them any more. Far from it, they helped her rest despite the fact she once again had to sleep on a bed of leaves rather than a real bed.

But they still didn't help in the morning when she awoke to find herself hard, swollen, and in need of a mare. She had considered, for a moment, of dealing with it herself, just as she had before. But that just wouldn't do. She shouldn't have to settle for that again, not when she could go out and find another mare. And it would have been such a waste. To leave her seed soaking into the leaves and grass instead of soaking into a mare's warm, fertile belly. That's what she needed. No, that's what they needed as well. She knew that now, that she wasn't just doing this for herself. Every pony needed her to do this. They were counting on her, all those mares. She needed to make more foals.

And so she had to risk venturing into Ponyville again, even if she might be caught. It was a risk she just had to take. But she didn't have to walk right up and wait to be caught. If she kept to the shadows, made herself harder to see, she might be able to find herself a mare or two, then slip back into the woods without being noticed. At least, not till they found her mares in the morning. Twilight smiled as she thought about that. Her mares, swollen and covered with seed. Trembling and whimpering from being bred by the greatest stallion in Equestria. Barely able to handle the fact that they were so lucky to now be carrying Twilight's foals.

They didn't thank her when she was done with them. But they didn't need to. It was her duty to do this. And Twilight knew that, even if they didn't show it, her mares appreciated all she was doing for them. She had to press a hoof to her lips to muffle a small giggle, stopping behind a flower store as she made her way down an alley. Perhaps, if Twilight added enough mares to her family, they'd have no choice but to let her back into town. They would have to understand if half the mares in Ponyville were now part of her family, wouldn't they?

But she was getting ahead of herself. No sense in dreaming about the future when there was a task at hoof right now. Checking to see if there was any pony watching, Twilight slipped out of the alley, weaving between the light of the street lamps as she made her way for another dark path through the town.

And that's when she caught the scent. It drifted on the still night air. It tickled her nose, warmed her lungs. And it sent her heavy testes throbbing. A mare was close. A very ripe, very fertile mare. That scent didn't lie, it was pure, concentrated breeding mare, and it was like red carpet leading the way for Twilight. Her nose held high, breathing deeply of that thick scent, she made her way down the street. She didn't worry about the street lamps now, unwilling to risk loosing that scent just to duck into a dark alley. Tonight this mare would join her family, and she would give Twilight so many foals.

Closer she got, closer to the source of that wonderful scent. It was musky, thick, practically dripping with fertility. As if some pony had condensed all it was to be a mare, then bathed in it. Her mouth was positively dripping as it got stronger, already she could feel her member spurting with pre. It splattered against her chest, against the back of her front legs in sticky ropes. She felt as if she might cum just from breathing too deeply.

And there, at last, she found the source. The mare was walking down the street, slowly getting further away, that is, if Twilight wasn't quickly closing in on her. She had a white coat from what Twilight could see, but of her mane she could not tell. The mare was covered in a grey cloak, it billowed behind her slightly, covering her back, flank, and tail. It's hood was pulled up against the chill night air, hiding her mane. But that cloak did nothing to keep that scent from escaping. Form broadcasting to all around that she was ready to be taken. Ready to become a mother. Ready for Twilight to claim her.

Licking her lips, Twilight started to get closer. Trying to keep herself from breaking out into a full gallop. It would be a disaster if she scared the mare off. As lust-crazed as she was, she knew that not every mare would understand at first, and many would try to get away. No, she had to be careful, not give them a chance to run away before they knew. They all knew afterwards that this was right. That this was for their own good. That this was what they needed. And this mare smelled like she needed it badly.

Her heart racing, Twilight was almost upon her. It no longer mattered if her mares saw who she was or not. She was sure half of Ponyville knew what she was doing now. All that mattered was that she found more mares. That her family grew. And right now this mare was going to help with that. Twilight's breathing had grown into deep, excited panting, she could feel her member throbbing, aching to sink into this fertile mare. With a deep breath, her horn started to glow, readying to bind this mare so she could have her way with her. This was it, she would pounced this mare, bind her, and drag her off into the darkness, where Twilight could indulge her desires. Quench her need. Just a little closer. Almost to her.

"Ah ha!"

The mare whirled around, her cloak suddenly flying out and covering Twilight's vision. Twilight stumbled back, not expecting the mare to have known she was there, let alone fight back! The spell she was preparing forgotten, she struggled with her hooves, trying to push the cloak off of her. It kept pushing back, glowing a soft blue as magic tried to hold it in place.

"NOW!" Rarity cried out into the night sky. Her horn was glowing brightly, struggling to keep the cloak over Twilight so she couldn't see to resist with her own magic. She had never been good at using her magic forcefully. Her talent was with subtle manipulations and deft coordination of many items at once. It was how she had created such fine dresses. But right now, she had to put all her strength into keeping Twilight pinned for a couple seconds longer. Her anger helped her. Anger at what Twilight had tried to do to her. What she had done to her sister!

As Rarity's cry rang out, a shadowy cloud burst overhead. It flew apart as a dark shape shot out from it. Her wings tucked close to her body, the Moon Goddess dove straight down like a dart. Just before she reached the ground, her wings spread out, breaking her momentum just enough. The moment Twilight was able to overpower Rarity's hold over the cloak, her own horn glowing brightly, Luna crashed into her.

The wind knocked out of her lungs, Twilight's vision spun around as the weight pressed down on top of her. Luna pinned her down, her hooves holding Twilight's limbs down, keeping her from escaping. The moment Twilight realized what had happened, she struggled. Straining, pushing, trying to lift the princess off of her, but it was no use. Luna was quite a bit bigger, and her weight was more than the librarian was used to moving on her own. Twilight's horn started to glow again, if she couldn't use her strength, she'd need to use her magic.

"You... You don't understand! I have to!"

"Oh no you don't!"

Luna's horn started to glow as well, the dark power radiating from it. It reached out, pulsing and swelling to surround the two ponies. As it's power engulfed Twilight, her own horn started to fade, her power being suppressed by the much stronger magic emanating from the princess. Her face stern, but with a slight smile to her lips, Luna looked over, calling out.

"Quickly, Macintosh!"

A moment later, the big farm horse galloped over, a rope held tightly in his teeth. Quickly, the rope was slipped around the dazed Twilight, still shocked that her magic had suddenly left her. It took Big Macintosh only moments to have the rope wound around several times, slipping over Twilight's front legs, pressing them tightly to her body before it was tied off, trussing her up.

Satisfied that Twilight couldn't escape, Luna carefully let her weight up, stepping off of the still struggling unicorn as Big Macintosh pulled her up off the street. He sat her up on her haunches. Her face was still frantic, desperately trying to get free.

"Please! I... I have to do this.. You don't understand!"

"Oh, I understand perfectly!" Rarity was glaring daggers at Twilight, her eyes burning with anger. "You're sick in the head, Twilight. How any pony could do what you've done is beyond comprehension! How could you do something like that to Applejack? To my sister?!"

Twilight looked at her friend, her eyes trembling, confused. The look had little effect on Rarity. But Princess Luna, there was something she didn't expect. Not only was Twilight's left eye different, still three shades of blue, but both her eyes trembled. Twilight's eyes were afraid. They were hurt at Rarity's words.

"But... But I helped her!"

"The only thing you did was help yourself to my sister's body!" Rarity's teeth ground together. How could Twilight think that? How could she be that insane as to think that what she was doing was helping any pony? There was nothing left of the pony that Rarity once knew. The pony she had once called her friend.

"A-Ask her, Rarity. Ask her! She... She'll tell you that I helped her. That she needed me to-" Twilight's words were cut off. A loud snap rang out through the night. When it stopped, Twilight's head was turned to the side, her eyes wide and shaking. A red welt had formed across her cheek, shaped like a hoof print. Rarity was panting hotly, standing on her hind legs as one forelegs was stretched out. The one that had just slammed into Twilight's face. Her face was a mask of pure, unrestrained rage.

"You monster..." The words were little more than a soft hiss as they seeped through Rarity's bared teeth.

"But... But I just wanted.."

Rarity pulled her hoof back, her breathing getting shallow as she readied to land another blow to the fiend that had attacked her sister. But the blow never came. An imposing figure of pure midnight had stepped between the two unicorns.

"That will be quite enough, Miss Rarity." Luna's voice was definitive, and offered no room for argument. She looked down at the white unicorn with hard eyes. She didn't blame Rarity for her actions, nor her anger. But she could not bare to see Twilight taking the full blame for what she had done. And yet, Luna just couldn't explain everything to Rarity. There was only one pony who she owed that to.

"But... She... I..." Rarity's mind was too lost in rage to select words anymore. Her eyes still glowing like hot coals, she settled for quietly gritting her teeth in frustration.

Luna sighed, this was not going to end well. But there was little she could do to restore the friendship between the two unicorns. What would be a matter that they will have to settle themselves. Turning from the still fuming Rarity, she looked to the bound Twilight. With a little nod, Luna's horn started to glow once again.

"Please... Luna, I... I cant stop now.. I need to do this.. You have to understand.." Twilight's eyes were pleading. It just couldn't end like this. Not when she had come so far. Not when she still had so much left to do. Her mares, her foals. Twilight could feel tears starting to well up in her eyes as she thought about them. She would never get to see them again.

"Hush now, Twilight. Rest." Luna said softly, her horn flaring brightly for a moment as it's glow enveloped the bound unicorn. Twilight gasped, a tear starting to roll down her cheek as her eyes rolled back into her head. A moment later she slumped back against Big Macintosh, eyes closed and breathing slow as she slipped into unconsciousness.

"Fine. Now let's give her to the authorities so the rest of us can get back to what remains of our lives." Luna sighed as she heard those words, turning back to look at Rarity. The unicorn had her nose turned up, satisfied that at last, Twilight would get the punishment she deserved for what had been done to her sister. Luna couldn't help but marvel at how quickly the unicorn had forgotten everything.

"No, we are not taking Twilight to the police." Luna replied, her horn glowing softly again as she levitated the limp unicorn up, gently settling Twilight across Big Macintosh's back. Rarity was a bit confused at that, but she just nodded, still confident that justice would be served.

"Very well. It's to the dungeons with her then, I'd assume."

Luna just shook her head at that. Rarity's eyes widened. Had the princess lost her mind as well?

"You.. You cant be serious? After what she's done? After what she did to Sweetie Belle? You.. You cant just be planning to let her go?"

"No, Miss Rarity. At least, not yet. Twilight needs help, and I intend to be the one to help her. But she will not be punished for something she could not herself stop."

Rarity looked horrified. How could the princess just let this go? She couldn't just let Twilight go free, there had been too much damage done already. There was no possible way that all this could be forgiven, even if it was Twilight. Even if she couldn't control herself, something had to be done.

"N-no! Princes... Have... Have you lost your mind? She.. She RAPED Sweetie Belle! She has to be punished! When you asked me to help you with this, then to douse myself with that... That foul liquid... I thought we were going to put an end to this! She has to pay for what she's done! You... You can't just-"

"ENOUGH!" Luna's shout literally shook the buildings around them. It had shocked Rarity as still as a statue, and Twilight nearly slid off of Big Macintosh's back as he felt the strength leave his legs and his rump hit the ground. The princess took a deep breath, calming herself. What rest she had gotten from the previous day was almost spent, and she had little patience left for this. But still, she couldn't just bully the unicorn into submission.

"Rarity, understand that Twilight will be dealt with. But it will be how I see fit. Now please, go home and take care of your sister. She will be needing you very soon, more than you now know."

For a moment, Rarity looked as if she was about to press the issue further. But her courage gave out. With a worried look she turned and started down the street, heading for home and the scared filly waiting for her return. Luna could feel the tension leave her shoulders slightly. This had gone on too long, but it was nearly over. There was just one thing left to do, and one last story to tell. With a sigh she looked back to the work horse and his passenger.

"Macintosh, if you would. We shall take Twilight to the hospital. I must attend to her, and I would rather her be there, in case she needs medical attention." Luna doubted the unicorn was injured. But this was a special situation. It would be best that she was someplace safe.

"Eeyup." Big Macintosh said quietly as he stood again. Looking back to make sure Twilight wasn't in danger of slipping off, he followed slowly behind Luna as they both made their way towards Ponyville Hospital.

Slowly her eyes started to flutter open. For the first time in days, Twilight could not remember a single detail about her dreams. It felt odd, as if something had been pulled from her. As if some little aspect of herself, a part she had held dear, was suddenly missing. She tried to thing, just what could it have been? What could she have done to loose it so suddenly. What had she done...

With a gasp she sat up in the bed, memories of the past few days coming back to her now. Everything that had happened. Everything that she had done.

"No! I couldn't-" She tried to jump from the bed, but a hoof held her in place gently. It took her a moment to take in her surroundings. This wasn't her bed. Once again she found herself laying in a hospital bed. The hoof pressing to her chest belonged to an indigo mare. One she knew well.

"Take it easy, Twilight Sparkle." Luna said with a gentle smile. Slowly Twilight's panic started to calm, and she started to ease herself back down into the bed. The princess watched her carefully, but her expression stayed soft. She looked tired, worn out after all she had been through.

"I... I didn't mean... I couldn't... I... I'm sorry.." Twilight couldn't stop tears from forming in her eyes. They ran wet tracks down her cheeks as she laid there in the bed. How could she have let herself do those things? How could she had honestly thought she was helping every pony? How could she have enjoyed it so much?

"Shh... Just be still. Relax."

But she knew the answer to those questions. Twilight knew exactly how she enjoyed it. How she let herself indulge in mares like that. She knew what it was like to be a stallion. What it was like to enjoy the flesh of a mare. Her mares. It was still there. That want. That desire. She could feel it deep inside. The want to embrace another mare in her grip. To feel her shake and tremble. To feel that warmth around her. But some part of it was gone. She wanted it, but she couldn't. She couldn't do that. Not now, not ever again. But the want was still there. It was the want that scared her.

"Princess... How could I do those things? How... How could I hurt those mares? Applejack... S-Sweetie Belle.." Twilight trembled, trying to keep herself from breaking out into sobs. Luna reached over, stroking a hoof slowly along Twilight's mane. She smiled again, looking deep into Twilight's eyes. They were both, once again, the deep violet she remembered.

"Dear Twilight, I'm sorry. I fear it was I who has done this to you..." Luna's voice was sad, and her face slowly shifted to one of old regrets.

"P-Princess? How... There's no way you're responsible. I... I'm the one that..." Twilight shivered, remembering those mares in those dark alleys. "That did those things.."

Luna nodded slowly, letting her eyes drift down to the bed for a moment. She knew that this moment would come. That she would have to explain herself to Twilight. The unicorn deserved to know the truth. If anything, so she could get on with her life. And so she wouldn't continue to punish herself for Luna's mistake.

"Twilight, what do you know of Equestrian history?"

The question was an odd one to ask, considering the situation. It took Twilight a moment to really understand what was asked.

"Um... I... I guess a lot of it?"

Luna just smiled at that answer. In truth, the question had been very vague. But it was enough to illustrate her point.

"Of that, I have no doubt, Twilight. But I'm afraid your history books do not go back as far as I do. There was a time long before ponies wrote things down in books or scrolls, so that they would be remembered."

Twilight listened intently. What Luna was talking about, it was something not a single book in her library could tell her. Twilight's curiosity took over, and she was once again the student. The familiar feeling, of listening to the wisdom of a mentor, it brought comfort to her. For a moment, she felt like her old self again.

"You know about how the three tribes of ponies came together, before my sister and myself took responsibility for the sun and moon. Before the time of Discord, and his reign of madness. In those times, ponies lived together in tribes, and each tribe was important to the ponies that were a part of it. But within each tribe, there were families. And nothing was more important to a pony than her family."

Luna took a moment to pause, letting Twilight take in this information. She watched as the unicorn's eyes shifted slowly, as if she were reading words floating in the air that only she could see. A small smile slipped onto Luna's lips. She was a model student. When Twilight's eyes looked back to her, she continued.

"Family was everything to a pony in those days. There was not a thing a pony wouldn't do for her family. And a pony's family would do anything to help her. And those families helped each other. Every family looked out for the others. And as the bonds between families grew stronger, so did the families grow. When two families grew close, fillies and colts from the two families would grow close. And soon, those fillies and colts would marry each other. They would pass back and forth, from one family to the other. And as they did, their foals would become part of that family. And so large families would grow and grow. But some times, when this happened, families would start to disappear."

"Dis... Disappear?" Twilight asked, suddenly looking worried. She could feel something inside her. As she listened, she had slipped into her old manners of study. Absorbing every bit of information that was given to her. But as she heard that last bit of history, something had changed. She started to feel cold. To feel afraid. To feel sad. Slowly Luna nodded to her question.

"Yes... If a family had lost too many ponies, if too many fillies had left to join other families. Soon there would be hardly anything left of that family. And then, with enough time, that family would be no more."

Twilight could feel a tear starting to work it's way down her cheek. Why? Why was this upsetting her so much? Why had this one bit of information brought up such emotions? It was, of course, sad to know. But it shouldn't bother her like this. Like it was happening right now. Like it was her own family that was slowly turning to dust before her eyes.

"It would happen again and again. A family would start to dwindle. Fewer and fewer foals would grow up to join them. And soon they would disappear for good. But then, there was one family that couldn't disappear. One family I wouldn't let disappear."

"Wait.. You... You wouldn't let disappear? But.. But I thought this was before you and Celestia appeared." Twilight interrupted. After the question left her lips, she started to feel embarrassed for stopping the princess's story. Luna, however, just smiled softly. Always eager for more information, just as Twilight should be.

"You're right. This was before my sister and I appeared to the tribes of ponies. But we didn't just appear out of thin air. We had been around long before that. We watched, quietly. We gently nudged and guided. It wasn't until Discord took control that my sister and I knew we could not sit back and watch any longer. But still, even before that, we had a hoof in things.

There was one family, a family of unicorns, that was dear to me. They had such powerful magic. They were in tune with the power of the stars, and the night sky. Always they had an eye to the heavens, watching the moon, watching the stars. They were known as the Stargazers, and I knew they were important."

Luna paused for a moment, a forlorn sigh slipping from her lips. These were memories she had almost let slip into obscurity. To bring them up again, to relive the old joys and regrets. It was a bit much for her tired mind to go through now. But she couldn't stop now. Twilight needed to know the truth. And so she continued.

"As I said, they had powerful magic. And they used their magic to help others. To protect them. Equestria was a very dangerous place then, and many ponies lost their lives in tragic ways. The Stargazers devoted themselves to being the protectors of their tribe. To ensuring that the ponies they held dear would be safe. I knew that these unicorns were important for that reason. That there was greatness in their family that would be needed in time. I did not know how or when back then. But it would seem, in a way, that I was correct."

"What do you mean, Princess?" Twilight asked, puzzled by what Luna had meant by that. As Luna looked back up into Twilight's eyes, the grin on her face would almost be called mischievous. It was the smile of one who had presented a puzzle, and was delighted that it had befuddled all who tried to solve it.

"You've saved Equestria twice, and your brother has saved it once. I would say that speaks of greatness in your family."

Twilight's eyes grew to the size of saucers. The princess couldn't mean what she had just said, could she?

"You... You mean I... And Shinning... But... But our names don't match! W-We're not Stargazers... Are we?"

"Over times, names do change, Twilight." The princess chuckled at this, but kept her smile soft. "And many things are forgotten. But of this, I'm sure. You look almost exactly like a filly I once knew back then. I think her name was Starlight, but I'm probably mistaken. It does not matter. Your family are the direct descendants of the Stargazers. It's their magic that flows through you, and it's their devotion that has brought you to protect Equestria, not once, but twice."

Slowly it dawned on Twilight. Her family, they have always been protectors. They had been the ones other ponies turned to for help. They had kept ponies safe. Suddenly, Twilight felt ashamed, her head slowly dropping.

"Some Stargazer I am now..." her voice was a soft mumble. She was supposed to protect ponies. Instead she's been hurting them for the past few days. And all for what? Cause she enjoyed it? She felt a hoof slip under her chin, slowly lifting her to look into Luna's eyes once again.

"No, Twilight. You're wrong. You are a protector. What... What happened isn't your fault. It's mine. I... I cursed the Stargazers..."

"You... You WHAT?!"

Luna winced at Twilight's startled outburst. How could the princess do something like that?

"It... It wasn't meant to be a curse. It was never meant to turn out this way." Luna sighed, this was hard for her to explain. "I wanted to make sure the Stargazers would always be there. Always be around to help other ponies. To protect them, even if my sister and I could not. And so I... I... Blessed them. At the time, I didn't realize how it might turn out. I just wanted to make sure that the family never disappeared. So I blessed them, I gave them a small part of my power so they could ensure that there would always be Stargazers.

I blessed them so that, if they were ever in danger of disappearing, they could return. They could ensure that their family would not die out. That they could rebuild themselves, and once again protect other ponies. I... I just didn't expect it to happen like this."

Luna hung her head, ashamed of what she had done. She had meant it to be a blessing. Meant to help the ponies she cared about, just as the Stargazers did. But she had failed. Failed and now she had turned one of her closest friends into a rapist.

"You mean..." Twilight took a deep breath. It all started to make sense, in some weird, twisted way. "You mean that everything I've done. These... These thoughts.. These feelings... I've been doing everything because... Because I was trying to rebuild my family?"

Luna could just nod slowly at that. It had seemed so simple back then. There didn't seem to be anything wrong with it at the time. But times changed.

"Yes.. Back then, a family wasn't just a couple ponies and their foals.. A family could be hundreds of ponies. Maybe even thousands. And now, you're the last Stargazer, Twilight. I had thought that, by now, the blessing would have faded away. That the Stargazers really did die out years ago, and my attempt to protect them just failed. But something woke it. And it went to extreme lengths to rebuild the family. Starting with you."

"But.. But wait." Twilight was confused. She wasn't the last, was she? "What about my brother? I mean, Shinning Armor and Cadence... Surely they could have foals of their own if they wanted to... Right?"

"No, he doesn't really count now." Luna shook her head slowly. "Your brother married into the royal family. He's not a Stargazer anymore, even if he still carries their power and devotion to protect others."

It made sense to Twilight. Her brother had always wanted to join the Royal Guards. And his talent for shield spells. How he had always looked out for Twilight when they were younger. How he had made sure bullies left her alone. He had always been a natural born protector.

"Wait... I'm a mare! I... Shouldn't if have just made me go out and have a foal? Why did it-!" Twilight went to sit up again, her mind working overtime to try and make sense out of everything. But something stopped her cold. Something resting in her lap under the covers. Her eyes went wide, trembling as fear creeped into them. Slowly, as if what was waiting for her was some venomous viper, she lifted the sheets and looked.

"GAHH!" Twilight cried out, holding the covers tightly over her, as if she could seal it away. "I... I thought you got rid of the curse!"

"I did. Please, Twilight calm down." Luna sighed. She expected this to happen, but even still. "Please, let me explain."

"Get rid of it! Get rid of it!" Twilight wailed. After everything it has done. After everything she did with it. Once again Twilight couldn't stand the thought of it. Of those things. Of having to live with what had hurt so many ponies.

'I... I cant have this anymore.. If... If I have it... I might... I might...'

"TWILIGHT!"

That snapped Twilight out of her panic for a moment. She sat there on the bed, whimpering as her eyes pleaded with the princess.

"Twilight, the curse is gone. You wont loose control anymore. You wont go out and hurt other ponies again." Luna sighed. She had to get the unicorn to calm down. "Twilight, I'm sorry, but there's nothing I can do to remove that... Growth."

"G-Growth?" Twilight could feel one of her eyes twitching. "Luna, I have a PENIS! I'm not supposed to have a penis!"

"I know... I wish there was something I could do. But there just isn't. The curse was old magic. Powerful. It cant be undone easily." She took a deep breath. This wasn't going to be easy for Twilight to accept. "Twilight, it changed you in ways that cant be undone with magic anymore. Like it or not, that... Penis.. It's a part of you now. Just like a stallion's is part of himself. It's yours. It belongs to you, Twilight. You don't belong to it. Understand?"

Luna watched Twilight for a moment. The unicorn seemed frozen, her eyes staring off into space as her mind kept trying to process this.

'I... I'm not a mare again. I'm still a stallion... That... That means I might still want things a stallion wants... I might still do things a stallion does... I might... I might want them... I might NEED them... Oh, Celestia, I cant handle this... I don't want to need them, do I? I don't want to be a stallion... Do I?... I can feel it! Oh please, Luna, I can feel it down there! Please... Please, lock me up... Please... Don't... Don't let me do it again... Don't let me want them...'

"Understand?" Luna prodded Twilight gently with a hoof this time, snapping the unicorn out of her panicked mind. She swallowed hard, her eyes finally focusing on the princess as she nodded.

"Good..." Luna sighed with relief. Slowly she sat back again, a small smile coming to her lips "Twilight, stallions have dealt with their urges for thousands of years. And you should know as well as any pony what can happen if you let those urges control you, or try to ignore them too long. It's just something you will have to learn about, and learn to deal with."

Again Twilight nodded. She wasn't sure she wanted to learn about them. Or deal with them. But there was little she could do now. Slowly she looked down at herself, at her lap and the guilty appendage that hid under the sheets.

"But... But why did the curse give me a... A penis?"

"I... I am not entirely sure, Twilight." Luna reached a hoof up, rubbing behind one of her ears for a moment as she considered the possibilities. "I suppose, since you are, or rather were, a mare, if you had simply gone out and become pregnant, you could only have a few foals in your life time. And it would have taken your entire life to create a family of any size."

Twilight looked up from her lap, trying to forget about what the curse had left her 'blessed' with. She could guess what the princess was thinking now. Why she had grown such a large, virile member in the first place. Time.

"It may be that it was simply faster for the curse to make it so you could have other mares take the time for you. If you went out and got fifty mares pregnant in a week, that would be fifty foals in the time it would take you to birth one yourself." Luna shrugged, it seemed to her like the best answer. "Old magic is strange like that. Sometimes it seems as if it thinks for itself. Like it decides what it needs to do what it was meant to do. But sometimes, that's just not what we want it to do."

"So that's it then..." Twilight sighed. Her voice was sullen, resigned. "I'm not a mare anymore..."

"Twilight, no..." Luna reached out, her hoof resting softly on Twilight's. "You're still a mare. That part of you hasn't changed at all. The only thing that's changed is that now you're more than just simple a mare. I... I know it's hard to believe now, but trust me when I say that there are some mares out there who would love nothing more than be you right now."

Twilight slowly turned to look at the princess. Her eyes rested on her coldly. Luna was right, it was hard for her to believe that any pony could want this. After a few moments though, she sighed, nodding her head gently as she closed her eyes.

"I.. I guess you're right.."

Luna chewed at her bottom lip for a moment. She wished there was something she could do. Some way she could help Twilight understand that this was no longer a curse or a punishment. She could still be the mare she always was. And now, she could be the stallion she never thought was possible before. In the end, all the princess could think to do was to reach out and gently stroke Twilight's mane, trying to comfort her friend.

"What.. What about... Them?" Twilight had to bite back her words. They weren't her's. They weren't her mares any more, if they had ever been her's.

"You mean the ponies you.... Encountered?" Luna didn't want to come right out and say it. Didn't want to say anything that would bring more pain to the poor unicorn. Twilight nodded slowly and took a deep breath. Perhaps more than anything, it seemed to Luna that, this topic was the most painful for Twilight.

"They're fine and safe. You don't have to worry about them."

"And..." Twilight couldn't say it. She was already trying to hold back tears. She already knew it, even without the princess having to say it. She'd never get to see any of her foals.

'Please... I... I don't know if I can take that...'

"I'll take care of them, Twilight. You have my word."

Twilight looked up into the princess's eyes. Her own shimmering as tears started to build in them. With a gentle sigh and a soft smile, Luna reached out, wrapping her hooves around Twilight's shoulders. She pulled the poor unicorn into her embrace, letting her press her face into Luna's shoulder. After she felt that Twilight's eyes had run themselves dry, she slowly lowered the unicorn back onto the bed.

"It'll be alright, Twilight. But you need to rest now. I want you to stay here for the night, alright? I will be close should you need me." Luna said, lowering her horn as it glowed softly. Gently the sheets pulled up around Twilight, pressing softly to her body as she laid there in the bed. Her tears had stopped, but she still felt the need for more.

"Th... Thank you, Princes... I... I'm so sorry."

"Shhhh... Don't be, Twilight. You just sleep now. Tomorrow, you can go home, and you can put all this behind you." Luna said gently before she walked over to the door leading out into the hallway. She knew that this wasn't something a pony could just put in their past. There would be difficult choices for Twilight in the coming months. Choices for herself, and for her friends. But now, it was important that the unicorn came to terms with what she was now. What had been done to her, and what had been done to others. With a sigh, she turned off the lights and slipped out of the room, quietly closing the door.

Luna stood out in the hallway for a few minutes. She needed sleep herself, she could feel her eyes wanting to close now that everything was, for now, over. But still, something nagged at the back of her mind. Twilight knew that she had removed the curse. But the unicorn did not know how. Old magic wasn't simple like magic today. It had it's own rules. It's own methods. It wasn't magic one could simple dispell. It was magic one had to contain...

The room was dark. As dark as Twilight's future seemed to her now. It seemed like it was so long ago, almost too hard to remember how her life had been before this happened. Before she became a stallion. Before she had hurt so many other ponies.

'Please... I... I don't know what to do...'

A deep, shuddering breath passed over her lips. Almost without realizing it, her hooves came up, pulling one of her pillows around and hugging it tightly to her chest. She trembled softly. That pillow, it reminded her of another mare. Of the warmth she felt holding tightly to one. A warmth she desperately wanted to feel right now. But she couldn't. She knew she couldn't. But still, she wanted to.

'Please.... I just want my family back...'

End

Book One

Chapter 8 Book Two

Twilight's Midnight Violations

a Shameless Clopfic

Chapter 8

Book Two

Many Years From Now

The sounds of little hooves tapping wildly against the wooden floor filled the small house. The mare sighed, sitting on her sofa with a warm blanket wrapped around her, as the book she had been reading slowly started to drift down as it was held in the unicorn's magenta glow. The maroon mare looked back over her shoulder, brushing a strand of her blue mane out of the way. She watched the two foals chasing each other. The little blue colt was laughing with delight, a green caterpillar on his nose, as he chased his sister around the house. The grey filly tried to get away, crying out for her twin brother to stop. Their mother rolled her eyes as she watched her two foals torment each other. Had she really been such trouble when she was their age?

As the two foals ran around to the front of the sofa, they suddenly found themselves stopped, trapped in a glowing magenta bubble. Thankfully, the little colt managed to avoid squashing his caterpillar against his sister's rear end.

"Would you two settle down?" Their mother sighed, glaring at the two foals sternly "It's almost time for bed, and you're going to wake the neighbors..."

The two foals looked up at their mother, blushing a bit as she let the little force field fade around them. The colt gently tossed the caterpillar off to the side, leaving it to try and find it's own way back outside. Together he and his sister both looked up at their mother with expectant smiles. The older mare just sighed, shaking her head with a bewildered, but pleasant smile to her face.

"What now?" She asked, a bit exasperated.

"Tell us a story!" The filly begged.

"Yeah! Ooo! Tell us about grandma and grandpa again!" The colt asked.

The mare thought about this for a bit, then giggled softly to herself. She had asked her own mother something similar once. Then again once she was older. After a moment, she decided she would have to tell her own foals the version she heard when she was still a filly. They weren't quite old enough yet to hear everything that happened...

Present Day

"Twilight, I'm starting to worry."

Twilight sighed as she sat at the common room's reading table in her library home. She already knew what the dragon was going to say. Spike had said the same thing twice this week alone. And she was starting to get tired of hearing it. Twilight shifted a bit where she sat, tucking her tail up next to her as she tried to get more comfortable. Spike came over, still holding the broom in one hand.

"You've barely gone outside in months. You hardly talk to any pony else anymore. You haven't even sent the princess a letter in three weeks!" Spike prattled on. Twilight could hear the concern in his voice, but right now she didn't want to hear any of it. Everything Spike was saying was true. But she still couldn't face the rest of Ponyville after what she had done. Couldn't face her friends. "A few months ago, you'd be flipping out if it was that long since you'd sent Celestia a letter!"

She nodded slowly at that. Spike was right, Twilight would have been freaking out over that. That is, she would be, if she was still the old Twilight. The old Twilight didn't have the... Thing, tucked under her belly at the moment. She didn't have these wants. Or these regrets.

"Please, Twilight. Tell me what's wrong." Spike begged. The past few weeks, his worry over the unicorn had grown. The day after her night time compulsions had been stopped, and he helped Luna bring her home, Spike had to take on the responsibility of helping Twilight get through her issues. He had hoped that he was up to the task. But now, he was starting to think he had taken on more than he could handle. It wasn't that he didn't try, or that he didn't want to help Twilight. If anything, he wished he could do anything to make it all go away. If anything, at first it had seemed that she was recovering very well. She had been pleasant, if a bit sad. She had even gone out a few times, though always alone. That had worried Spike a bit the first few times, but when everything seemed to be alright, he had just accepted that it was Twilight getting back to her old self. But then, this past month, everything had gone south. Twilight had stopped going out. She stopped sending letters to the princess. Some days she hardly left her bedroom.

Twilight sighed, looking up from her book at last. She looked over to her assistant. Spike would see it in Twilight's eyes. Something was wrong. But it was the kind of thing that he couldn't help her with. The kind of thing she had to take care of on her own. He knew what that meant, unfortunately. She knew a lot of things now that he wished he didn't. But still, for Spike, being unable to help was almost as bad as Twilight not wanting his help.

With a slow nod, Spike turned to go back to his cleaning. He paused for a moment, looking back over his shoulder to Twilight.

"It's just that... I worry about you, Twilight. It's not healthy to stay in here all the time. Please, just take a walk sometime, ok?"

"Ok, Spike... I'll try." She finally said. It was the first thing she had said all day. If it would make Spike feel better, she'd go out. But not right now. It was getting dark, and she didn't want to be outside after dark. It wasn't that she was afraid for herself. Being out at night brought back too many memories. And, in a small way, it made her afraid for everyone else. She didn't want to take that risk. With a little nod to herself, she watched as Spike went back to his chores. Twilight looked back to her book, shifting again as her member demanded more space under her body. She would try and go out tomorrow. But right now, she needed to deal with this thing before bed.

Sweetie Belle was afraid. She tried to run, but found her hooves were tied in place, ropes pulling them out to her sides as far as they would go, leaving the poor filly stretched out with barely enough slack to stay on her hooves. It was dark and she couldn't see more than a few feet in front of her, and the air was cold, like the chill of fall just before winter sets in. She could feel her chest tighten as panic started to rise up. Where was she? How did she get like this? What was going to happen?

She could hear some pony behind her, stepping closer and closer. She tried to look back, to see who it was, hoping that whoever it was had come to help her. But she couldn't turn her head far enough, and it was too dark to catch any glimpse in her peripheral vision. Still, she could hear those hoof steps getting closer. She could feel the cool air blowing under her, chilling her belly and up under her tail, tickling coldly over her exposed privates. With a shiver, her tail flicked down, trying to protect and warm her tender areas.

"Mmm... Sweetie, you know that wont do you any good.."

A voice said from behind her. It was dripping with lust, sultry and dark. It was a voice she recognized. Before she could say anything the wind was nearly knocked out of her. A heavy weight came crashing down on her back, nearly pushing the little filly from her hooves and onto the cold floor. Sweetie Belle gasped for breath as she felt forelegs wrap tightly around her, pulling her back against the large, warm body that pressed against her from above.

"T-Twilight?!"

She gasped, her panic renewed as she realized who it was that held her. How she was being held. It was not the embrace of a pony come to help her. It was the embrace of a pony come to use her. Sweetie Belle tried to pull away, straining against the grip of the older, stronger mare, against the hold of those ropes. She couldn't move. The ropes were too tight, Twilight's weight too much for her to lift. Her breathing became frantic pants as she thought about what was coming. What Twilight had come here to do.

"P-Please, Twilight! Not... Not again!"

She begged, trembling against her captor. Her neither already felt sore, but she couldn't remember what had made them that way. All she knew was that it was Twilight's fault, and that that fact wouldn't stop the older unicorn from having her way with the poor filly again. She could feel Twilight's weight press down on her more firmly, a warning to stop her struggling. Not that Sweetie Belle could get away even if she wanted to. Twilight leaned down, her lips brushing Sweetie Belle's ear as she whispered to the bound filly.

"Mmm... Yes, again... And again... You're going to scream for me, my little mare... I'm going to show you how a stallion uses her mare..."

Those words sent a shiver down Sweetie Belle's spine. It raced down her back to her tail, making it tremble and quiver. Her sore petals ached, but she could feel them squeezing as Twilight's words sunk into her mind. She was going to scream. It was going to hurt and she was going to cry out in pain. All because she was Twilight's mare now. Even if she didn't want to be, that was all she was now.

Already she could feel it. That massive thing prodding her, smacking wetly against her soft little rump. It was massive, pushing and shoving at her tender cheeks, searching for that tiny little passage. Sweetie Belle could feel the wetness smearing against her coat, the warm, thick pre soaking her fur as it warmed her flesh slightly from the coolness of the air. She bit at her bottom lip, feeling it getting close. Now and then it would prod at her tenderness, at that sore little opening, and she would squeal softly. She could feel tears start to well up in her eyes, thinking about how much it would hurt, how it would feel once that massive mare shaft found her. Found her tight passage.

A pained squeal left her lips as she felt Twilight's tip against her, nudging urgently at her entrance. It shouldn't fit, it was just too big for her to handle. But that didn't stop Twilight, that didn't stop her stallion. She felt the older unicorn bare down, pushing harder and harder. Twilight's hips wiggled from side to side, rubbing her tip against the filly's opening, pushing those sore, plump folds apart as just the barest tip of her member pressed inwards. That was all it took, a slow, forceful thrust doing the rest. Little by little, Sweetie Belle felt herself opening, stretching, straining. That massive cocktip forcing her wide, more and more of Twilight's hot flesh parting her tender folds.

"Ungh... S-Stop! It hurts!"

Sweetie Belle gasped, sucking in a cool breath as she felt her petals strain, struggling to stretch wide enough for her stallion's girth. She could feel the pulse of Twilight's heart, throbbing inside that huge tip as it worked deeper and deeper. It never paused, never gave her time to adjust, it just sunk in deeper by the moment. She could feel herself bulging, stretching painfully around that huge mass of flesh, feeling spurts of sticky pre flooding her tunnel, adding to the painful pressure.

"Oooo... I know it does... It's just what my little mare needed.."

Those words were a tender whisper in her ear, cruel and taunting. But they sent another tremble down Sweetie Belle's spine. When it reached the point where Twilight's shaft had sunk into her, the filly felt herself squeeze, spasming around that huge thing violating her body. It felt like her entire body was splitting, like she was a log of firewood being torn apart for the pile. She panted in hot, struggled gasps. Every breath she took, it seemed like more and more of her body belonged to Twilight, as if soon she would be more Twilight than Sweetie Belle. The pressure, the pain, it was becoming too much.

Every second that passed, she could feel her hips straining, pushing to the sides as they were forced to make room. There was no way she could resist, her stallion demanded her entire body, and she could do nothing but give it over to her. She grit her teeth as she felt it building. Sweetie Belle's mind was in a spin, swirling with pain and fear and other sensations she could not fully understand. Her vision danced, eyes brimming with tears as she felt herself nearly being ripped in two.

She felt the throb inside her, the pulse of Twilight's massive length. It felt like she had two hearts, as if her's was about to give out and only the throb of Twilight's member kept her alive. As if her entire life depended on it. As if she would just die if it was ever removed. She could feel the pressure build deep inside, as Twilight's pounding, spurting tip rammed hard against something deep inside her, forcing it's ways slowly into her belly. The warmth spreading, pushing away the chill of the cold air around her. She could feel her skin straining around it, pushed further and further as her tummy started to swell, flooding with the wonderful heat Twilight was forcing into her.

She gasped in pain, mind seeming to go blank for a moment as Twilight's hips bucked suddenly, ramming hard deep inside her, nearly pushing up into Sweetie Belle's chest. Her whole body convulsed, clamping down on that rod as if her life depended on it. As if to let it slip out would make it tear all that she was away, and leave her an empty, lifeless husk. Her vision turned white, lost in tears and sparks that seemed to dance in front of her eyes. Her mouth hung open, tongue loose and throat gaping. She couldn't stop it, it rushed out of it's own will. The painful, ecstatic scream ringing out like the sound of a bell being smashed. The scream her stallion had commanded her to give.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Sweetie Belle's eyes slowly fluttered open, taking in the dark of her bedroom. A little groan left her lips, a hoof coming up to rub at her head groggily. This was her room. She was laying back on her bed. Her hooves were not tied down. And, unfortunately, there was no Twilight.

"Uhhh... That dream again..."

She whispered softly to herself. It had came again, just as it had been for the past couple months. At first, they had scared her terribly. They had been nightmares that kept her from sleeping well at night. But over time, she had stopped thinking of them that way. They still kept her from sleeping well, but not because they were nightmares.

Slowly Sweetie Belle leaned over to the side of her bed. Reaching out, she tugged gently at her lamp's pull chain with her teeth. A soft click and a gentle glow illuminated her room. She looked down at herself, a slight blush to her cheeks as she saw the round shape under her sheets. Her belly had been growing. Since that one night where Princess Luna had come to speak with herself and her sister, she had known why. Slowly she slipped a hoof under her sheets. A little sigh escaping her lips as she slowly stroked her hoof over the gently rounding form her her tummy. She had always been something of a plump filly. But now, she knew she would get a whole lot more plump. But, strangely, she just couldn't bring herself to mind it. There was only one thing she minded about her condition at the moment. As her hoof tried to slip lower, her belly's newly growing girth made it difficult to reach past it.

With a slight grumble she tried, leaning a bit to try and reach around her midsection, but it was no good. With another sigh she laid her head back, her thighs slowly rubbing together under the sheets. She could feel it, the moisture that had gathered there. The fur of her inner thighs was damp, sticking together slightly as she squirmed. It was the dream. She always woke up like this after having that dream. This was why she woke up in the morning feeling tired, and had started falling asleep in class. Not that that last issue would be a problem much longer. Rarity had already decided to pull her out of school next month. She hated the idea of not seeing her friends as much, but she understood why. It would be harder for Rarity to make up an excuse for how Sweetie Belle was putting on so much weight.

But she could care less at the moment. All that she was worried about for now was the slight ache between her thighs that needed attention, and the swollen tummy that was getting in her way.

"I guess... Guess I'll just have to do it again.."

She said to herself with a quite sigh. Slowly she looked past her inconvenient belly towards the foot of her bed. A blush crept to her cheeks again as her eyes settled on one of her bedposts. It reached just a little above the level of her mattress. But what was important was that it was topped by a large wooden ball. It had been polished, sanded and lacquered smooth till it shinned in the dim light of her lamp. With an embarrassed smile and a barely contained giggle, Sweetie Belle decided that it was time it got another dose of polish.

With a little grunt, Sweetie Belle rolled herself over and lifted herself up to her hooves. She wasn't that heavy right now, but she knew she'd be getting a lot heavier. She shuddered to think how Diamond Tiara and Silver Spoon would be teasing her once her belly got so large. For a moment, she was thankful that her sister was pulling her out of school soon. But she couldn't think about that right now. Now, she needed some relief, and there was just one way she knew how to take care of that.

Quietly she walked down to the foot of her bed, her hooves sinking slightly into the soft mattress. Her cheeks were tinged pink as she looked over the ball resting innocently on top of the bedpost. Sweetie Belle guessed that it was about as big around as Twilight's cock had been. It seemed silly to think of it that way, but she couldn't help herself. She had only gotten a quick glance of Twilight's size that one night months ago, and she wasn't too worried with memorizing how large she had felt. But still, even with as painful and frightening as the experience had been, she couldn't help but think of this bedpost topper as her replacement. A replacement that just barely did the job, unfortunately.

Embarrassed at how her mind was wandering about, the little filly slowly turned around, lifting her tail up into the air. With a deep breath she inched her way back, biting at her lower lip as she got closer and closer. A startled gasp squeaked past her teeth as she felt it. It was cold, but she knew it would warm up soon. It had all those other times. She could feel it's smooth, round surface against her. It felt hard and unyielding. It wasn't Twilight's cocktip, even if it felt as huge. Another deep breath to steady herself, she lowered herself down till her chest pressed to the bed under her, her forelegs tucked under her chin as her rump was raised up into the air. Slowly, to get into the feel for it, she started to rock.

Slowly at first, she let her lips rock up and down, pressing firmly against the curve of that ball. It felt huge against her, impassive and hard. Just like Twilight had felt that one time. Just how she felt in her dreams. She knew there would be no way she could ever work this thing inside herself. It wouldn't give and squish, mold and yield like Twilight had. A few times, she had considered trying to force it. To pushed back until she could feel that massive ball stretching her, sinking painfully into her body.

But she knew that wasn't a good idea. How could she explain it to Rarity if she hurt herself trying. She wouldn't risk that. But most of all, she worried that it could somehow hurt her foal. She'd never risk that. She'd never risk hurting Twilight's foal.

"Ooooo..."

A soft moan escaped her lips. Thinking about that, how Twilight had forced something so massive into her, had left her with a foal growing in her belly. It made little Sweetie Belle shiver all over. She pushed back more firmly against the bedpost topper, grinding up and down along it as she felt her juices starting to slick the smooth wood. She could feel them slowly starting to drip from her sex, to run down the inside of her thighs and down the bedpost. Her pace quickened as the lubrication made things easier. Her tail flicked side to side eagerly, she could feel the stimulation starting to build. She pressed harder, putting more pressure on her slick mound as she panted, nuzzling down at her bed as she ground herself against the ball.

It was a poor replacement. Cold and unfeeling. Not what she wanted. Not like Twilight had been. The feel of hot flesh sinking into her, straining her so painfully. Feeling herself held tightly against a warm body as her's was stretched out. Not for the first time, Sweetie Belle started to wish her sister hadn't found her that night. To wish that Twilight had just carried her off with her. She didn't care that Twilight was cursed. That she had gone mad. Just to feel her, to feel that hard length driving into her till she couldn't breath. Sweetie Belle would give anything to feel that again.

Her breaths came hot and quick now as her hips bobbed up and down frantically. Each stroke made a wet, slick sound, her juices flowing freely, running down the bedpost to the floor and soaking into the sheets. She'd have to clean up before her sister noticed, but she didn't care. She was so close. Her mind was running wild. Thinking of all the wonderfully painful things Twilight could have done to her. The ways Twilight would make her squirm. Make her thrash. Make her scream.

That feeling. The first time Twilight had sunk into her. The first time Sweetie Belle knew what it felt like to be a mare. It was as if some pony had pushed her to the brink of death, only to pull her back from it. The rush, the frantic beating of her heart. It was like nothing she had ever felt before. She wanted to feel it. Again, and again, she wanted it so badly. She wanted that cold, hard bedpost topper to be Twilight. To feel it ramming into her. Nearly tearing her apart. She wanted to feel it throb inside her, to break her insides till she couldn't scream anymore. To feel it fill her with the thick warmth Twilight had left. The warmth that was now growing inside her.

With a sharp inhale, Sweetie Belle thrust her hips against the bedpost topper, mashing her spasming mound against it tightly. Her hoof slipped into her mouth, teeth digging into it hard as she tried to muffle a scream before it could break free. She felt her whole body shake, convulsing on her bed as she imagined Twilight releasing into her. Imagined it washing away all the pain she would be feeling, leaving her a quivering, jerking wreck in Twilight's embrace.

She lost track of how long she had been like that. Her breathing taking forever to get back to normal as she stayed that way, rump in the air, pressed to the bedpost. Eventually she slowly pulled her hoof from her mouth, tooth marks left from how tightly she had bitten down. Her back legs felt like rubber as she slowly pulled herself closer to the middle of the bed. With a great sigh she rolled over, still partially in a dream-like bliss.

Sweetie Belle looked over her belly at the now glistening bedpost topper. It was splattered with her drippings. They had ran down the bedpost, dripping onto the floor and the mattress. With a hot blush, she could almost picture Twilight's shaft, painted the same way with her juices. She sighed softly, looking from the evidence of her lusty activities to her belly. Slowly she reached a hoof to stroke and caress it.

It had been a poor replacement, but it was all she had. Her bedpost, her dreams, her memories, and her foal.

Twilight stepped out of her bathroom, releasing a deep sigh, a wispy cloud of steam followed behind her. It anything, at least she had been getting plenty of showers lately. For a moment, she could imagine Rarity approving of how clean her coat and mane must be now. That is, if she could still consider Rarity as one of her friends. Twilight didn't think that was possible, however. How could she after everything that had happened. After what she had done to poor Sweetie Belle.

With a shake to her head, she tried to put the gloomy thoughts from her mind. It wouldn't help her any to dwell on such ideas right before bed. And after the work out she had just given herself, she was sure she'd need her rest. She needed the work out too, but it had just been getting harder lately. She knew that the more she did it, the less sensitive she'd become. She had expected that. But what Twilight hadn't expected was what it would take to finish the job. What thoughts she'd have to bring up to bring herself to release. Those thoughts did the job, but more and more she had started to hate herself for them.

And so, she just tried to put it all out of her mind. It was something she had to do, like brushing her mane in the morning, nothing more. Just something to get out of the way and forget about. Not that she wanted it to be that way, but it was the only way she saw for her to cope with it. To get by with just the minimum she required. To get by without them.

Another sigh as she headed up the steps to her bedroom's loft. Her horn glowed softly as a book levitated over to her, floating next to the unicorn as Twilight made it to her bed. Some reading to take her mind off of things, clear her thoughts before bed. With a little grunt, she lifted herself up onto the bed, settling down on top of the covers for now, she tucked her legs up under herself. She felt the press of her sheath and testes against the mattress, a reminder of what she had just done which caused her to blush slightly. She had gotten used to feeling such things, but that didn't mean she had to like them now.

With a deep breath, she opened her book in front of her, flipping through the pages for a moment to find her place again. She sat with her back to her bedroom's window, the light of the full moon shinning through bright enough for her to read by without the need for a lamp.

A soft thump sounded behind her just as Twilight was starting to read. The light from the moon seemed to dim just slightly. She narrowed her eyes in annoyance. She should probably go see what it was, but at that moment, Twilight just didn't care. All she wanted to do was read her book and get to sleep.

"Hello, Twilight Sparkle."

The voice was soft and sultry. Smooth and deep. The voice of a mare she knew well.

"P-Princess?"

Twilight looked back over her shoulder in surprise. Standing just inside her now open window, the tall, midnight form of Princes Luna. The alicorn folded her wings back to her sides as she stepped inside, giving them a slight ruffle to settle the feathers into place. She smiled softly as she made her way over to the bed and the unicorn resting on top.

"How have you been feeling, Twilight?"

Luna asked with a soft smile to her lips. She watched as Twilight shifted about on her bed nervously. Luna could tell she was trying to compose herself, to appear as if nothing was out of the ordinary. That just confirmed what the princess already knew. Twilight was not alright.

"Oh, um, I.. I'm just fine."

Twilight offered up her own smile, though it was clearly forced. She couldn't help but feel a little bit of panic rising up in her chest. Why was Luna here? Was something else wrong now? Was she here for me? Did she know about the thoughts I've been having?

Luna watched Twilight for a few moments, her eyes quietly gauging the unicorn's behavior. After a while, she sighed softly, her smile never leaving her lips as she took a moment to look about Twilight's room. Everything seemed normal, that is, if this had been any other pony. But little things stood out. Things that wouldn't be found in Twilight's room in most situations. It was a bit messy, for one. Not the messy one would expect from a night of study. There were food wrappers left on her bed stand. Books looked as if they had just been dropped on the floor carelessly. Used towels were simply tossed in a corner, and empty plates were stacked on her vanity.

"I apologize for the unannounced visit. I hope that I did not interrupt anything." Luna said as she walked over towards the vanity, levitating one of the plates up to examine it. At least she's still eating. For a moment, Luna had worried that the poor unicorn had been starving herself. With a glance back towards the bed, Luna took note that that was unlikely. If anything, it seemed as if Twilight may be eating too much as of late. "How have you been sleeping?"

"J-just fine. Really." Twilight answered, still trying to keep up her fake smile.

"Oh?" The plate was set back atop the vanity as Luna walked back over to the edge of the bed. Her gentle expression never one leaving her face, yet Twilight felt even more worried now. The princess had to have a reason for being here, and her questions kept making Twilight more and more nervous. "Then why did I just get a letter saying you needed help?"

Twilight's mouth hung open at that. The shock was plain to see on her face as she just stared up at the princess.

"But... But I didn't send you a letter.. How... How could you.." Twilight realized just who could have sent that letter. Her eyes narrowing a bit as it dawned on her. Luna chuckled softly, leaning down to look Twilight at eye level.

"Spike sent it. Don't be upset with him, Twilight. You should be glad he cares so much about you. That's something you should never forget."

Luna gave a little sigh as she slowly settled herself down onto the floor next to the bed. Now she could walk with Twilight on the same level, her extra height negated by the height of Twilight's bed. Twilight still looked upset. Spike had sent a letter behind her back. She should be grateful, the little dragon looking out for her well being. But right now, she just wanted to be left alone with.

"Wait... Spike sent the letter to you? I... I thought the letters he sent went right to Celestia?" She paused for a moment. If the letter had been sent to Celestia, but Luna was here instead of her. "So... So why didn't Celestia come herself?"

Luna hadn't expected that question to come up. She had hoped that Twilight wouldn't have thought to ask. She blushed slightly as she remembered the conversation she had had with her sister.

"Oh, um... Well..."

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

"Wait wait wait! I thought she was YOUR problem!"

Luna gasped, pointing her hoof across the desk at her sister, Celestia. The letter that had just arrived was laying on top of her desk at the moment.

"Oh no, no, no, no. YOU'RE the one that deals with these kinds of problems. Not I."

With that, Celestia stood up from behind her desk, turning to walk towards the door. Luna sat fuming at her sister, her eyes narrowed as she watched Celestia make her way towards her escape. Once again she was pushing off responsibility to Luna.

"Since when was I the one that dealt with this kind of thing?" Luna demanded. She was just a few notches shy of yelling at this point. She couldn't believe her sister was just pushing this all off onto her. After everything she had done already, Celestia was just going to walk away and let Luna handle it. It was outrageous, especially considering the pony who needed help right now.

"You know when..." Celestia said, rolling her eyes as her horn glowed slightly, pushing the door to the hallway open.

"Ohh..." Luna breathed, the reason finally dawning on her as memory came back to her. "You mean since that night back in Araba, with that one stallion who-"

"LA LA LA LA LA!" Celestia's cheeks were a bright pink, her wings lifted up and pressing over her ears as she hurried herself out the door. "I'M NOT LISTENING LA LA LA LA!"

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

"I swear, she can be such a foal at times..." Luna mumbled through clenched teeth. Her narrowed eyes looking off to the side as she thought about how she had been roped into this again. All because her older sister was embarrassed about something that had happened centuries ago.

"Um, Princess?"

Luna looked back to find Twilight giving her a confused look. Trying to clear herself of her momentary fluster, Luna smiled again, chuckling nervously.

"Oh, um, hehe.. Let's just say that she has some issues dealing with, um, personal matters like this..." Now it was Luna's turn to put on a forced smile. Twilight took a moment to let that run through her head. After a while, the confused look melted from her face. She had figured out just why Celestia hadn't come to see her and sent Luna instead.

"Oh... I see.." Twilight sighed, suddenly looking much more forlorn. Slowly her eyes fell, drifting down to the bed in front of her. "She hates me now.."

"What?!"

Luna almost felt as if some pony had bucked her in the chest as she heard that. Her eyes wide with shock at hearing Twilight, Celestia's prized pupil, saying such a thing. Reaching up, the princess placed her hooves on top of Twilight's. That brought the unicorn's eyes back up to her's.

"Twilight, NEVER think that. Celestia does not hate you. I'm not sure if she ever could." If Twilight was thinking that, then perhaps she was further gone than Luna had thought. "It's nothing that you've done that she hates either, honestly. My sister... Celestia just doesn't deal well with... Well, sex.."

Twilight's confused expression returned as Luna struggled with a way to explain. Luna could almost feel sweat starting to form on her brow as she thought about how to explain to Twilight just why her sister couldn't be here. Eventually she sighed, scooting up closer to the bed, her hooves still resting on top of Twilight's.

"Listen, Twilight. If Celestia ever found out I told you about this, well, let's just say that the moon would be the least of my worries."

Twilight tilted her head, blinking a bit as she considered what Luna may be about to say. The idea that Celestia had secrets to keep from every pony else? The thought both intrigued and worried the young mare.

"Back when we were both younger... Much younger..." Luna blushed slightly, it had been so very long ago. "Times were different, and we both did things that wouldn't be considered very, well, noble these days.."

"What... What kind of things?"

"Well..." Luna's blush deepened. She didn't need to tell Twilight everything they had done. Most of it wasn't even relevant to the issue at hand. Especially Luna's own escapades from one tavern to the next. "See... Tia... She met a stallion one night and... Well... He never really did act like a stallion..."

Now Twilight was blushing. It was almost a race to see who's cheeks would ignite first. Her's, or the princess's.

"Um... Let's just say that she sort of knows how what you went through feels... And to be honest, she took it much worse than you did, Twilight."

Twilight couldn't imagine any pony handling what she's gone through worse than her. The idea that Celestia herself had done, things, of a similar nature. It was more than confusing for the poor unicorn. On one hoof, it was shocking to say the least. On the other, Twilight had to shift around a bit atop her bed, her position had suddenly become the slightest bit uncomfortable.

"How... How much worse?"

"Well, she started to get some pretty crazy ideas... You don't want to hear how her magic mirror idea worked out..." Luna giggled slightly, remembering how much of a disaster that had been. She smiled back to the unicorn. "It's enough to say that that was the last stallion, or mare, that my sister has ever been intimate with."

"Geeze... I... I had no idea.." Twilight said after a few moments. It was a lot to consider. That Princess Celestia could have ever been like that. "How.. How did she get over it?"

"Um, well... She kinda didn't.." Luna said nervously. Perhaps this wasn't the best story to tell the upset unicorn. "I tried to help her get over her problems with, well, sex.. But she's nothing if not stubborn about her feelings."

Twilight nodded slightly. That made sense to her. If the princess couldn't get over something like this, how could she expect to get over it herself? With a sigh she leaned her head down, resting it on her forelegs. Luna watched her for a bit, suddenly feeling as if she hadn't helped at all.

Luna and Twilight spent a few long moments like that, the awkward silence drawing out into an uncomfortable chill in the room. After what seemed like an eternity, Luna finally broke the quite.

"So, have you seen your friends lately?" She asked, hoping she could move the conversation to something more pleasant. After a moment, Twilight just shook her head.

"Not for a few weeks now. I... I don't know what to say to them." She sighed softly, eyes drifting downwards again. "Fluttershy and Rainbow Dash used to come over sometimes. To see how I was holding up. But lately..."

"Yes?" Luna leaned in a bit, eager to hear what has been happening since that day.

"Lately I've been acting like I haven't been home... They'd come over, and I'd not answer the door... Even had Spike say that I was out.." Twilight felt like such a heel for admitting it. That she had lost interest in seeing her friends. Even if it was the friends she hadn't hurt. She knew there was no way she could expect them to treat her any differently.

"Twilight..." Luna looked at the downtrodden unicorn. This must be what Spike was so worried about in his letter. "Why in Equestria would you not want to see your friends?"

"Cause..." Twilight almost yelled at first, but she caught herself, taking a deep breath before continuing. "Because... When I see them... I keep thinking about what could have happened. That I might have hurt them all... That I might still... How can I let them near me when... When I still have this?"

And with that, Twilight rolled onto her side. Lifting one of her hind legs, a blush came to her cheeks as she displayed her shame. The pink tip of her member was still poking out from her sheath. Luna blinked for a moment, glancing to Twilight's groin, then back to her eyes. They were sad, filled with self-loathing. Eventually she reached out, her hoof gently pushing Twilight's leg back down to cover her groin.

"I could ask any stallion the same question. Twilight, I told you that first night. You're not cursed any longer. From now on, what you do with yourself is by your choice alone. You're not a monster, nor a freak. You're not going to hurt your friends."

"But..." Twilight gasped softly. "But, Princess.. I... I still feel it. I still feel like I want to. I... I cant stop myself from thinking about it.. Every time I look at them.."

Luna considered this. She was sure she had contained the 'blessing' she took back from Twilight. There was no reason she should be feeling the need to force herself upon any pony.

"Twilight, are you wanting to hurt them" She said softly, moving her hoof to rest on Twilight's shoulders. "Or are you wanting to be with them."

"I... I'm not sure..." Twilight rolled back over onto her belly, biting at her lip as she considered her feelings. "I don't want to hurt them. I don't want to force them... But... But I want to hold them. I want to feel them. I..."

A hoof pressed to Twilight's lips, stopping her from rambling on any further. Luna smiled softly. It was as she had suspected.

"Twilight, that's just what I would expect any stallion would say. What you're feeling is perfectly normal." Luna said, removing her hoof from Twilight's lips. "You love your friends, Twilight. But now, you're considering loving them in ways you never had before. And I know your friends all love you as well... Even if some of them are having a hard time admitting it right now..."

"But... But Princess... I hurt them.. I hurt all those mares!" Twilight could feel tears threatening to form in her eyes. "I... I got them pregnant!"

With that, Twilight's hooves came up to her face, covering herself as she felt those tears starting to flow. It was too much. The thoughts of those mares. Of her foals. Foals she'll never get to see. Her family, lost to her forever now that she knew how much she wanted one. Luna sighed softly. She slowly stroked her hoof down Twilight's back, gently pressing to comfort the unicorn as she cried. She felt Twilight's body shake as she sobbed, gasping breaths into her lungs. The poor thing cried, mumbling softly to herself.

"I... I'll never see them... I... I'm the only one that wanted them... Now..." She gasped, sniffling to hold back another sob. "Now my foals... N-no pony wants them..."

Luna's hoof pulled back suddenly. The princess looked down to the unicorn with shock across her face. It lasted only a moment as it melted into a face of concern. Her hoof went back down, moving to gently stroke over Twilight's mane.

"Twilight, no... No..." Luna whispered softly as she leaned in close. She could almost feel the regret coming off of her friend. Twilight's sorrow wasn't just for herself, but for those she had brought into being as well. "You're wrong, Twilight... Very wrong..."

Slowly the unicorn lowered a hoof from her face, looking up to Luna with one blurry eye. Tears still flowed freely from her, but eventually her other hoof slipped back down to the bed. Trying to blink her eyes clear, she gazed up to the princess.

"W-what? Who... Who would..."

Luna leaned in closer, gently giving Twilight's cheek a soft nuzzle with her nose. Despite herself, that little contact made Twilight feel better, if only for a moment. But it was enough, her tears slowed, and her sniffling became less labored.

"Twilight, when I told you that I would take care of them, I meant it." Luna said softly. Her hooves reached down, slipping under Twilight's forelimbs. Gently, she lifted the unicorn up, pulling her to sit up on her bed. Luna gave her a soft smile.

"But... But how? You never said..."

"I would never let a foal go without a family, if I could help it." The princess nodded softly, her expression sweet, almost motherly in a way. "It is within my power to... Arrange for those who need them, to be with those who want them... I guess you could call it an early form of adoption."

Twilight just blinked, not quite understanding what the princess was saying. With a little sigh, Luna hung her head slightly. Her attempts at being eloquent with her words apparently lost to the unicorn in her current state. She looked back up, still offering her soft smile.

"A couple months after you had recovered, I returned to Ponyville. I met with the mares you had 'encountered', and spoke with them about their situation."

As Twilight tried to speak, her eyes wide with worry, Luna held her hoof up to her.

"Do not worry, I did not tell them about you, Twilight. I made sure they were all aware that now, they were with child. And I made them an offer." Luna took a breath, a little swelling of pride in her chest as she thought about what had happened that day. "If they could not, or did not wish to care for the foal themselves, I offered to transfer their foal to a mare who desired one."

Luna smiled, pleased with her own cleverness. However, it started to fade as she noticed the quite dumbfounded look on Twilight's face.

"W-what?"

Luna lowered down from her proud stance. She had expected that Twilight would be pleased to hear that she had seen to it that the foals that resulted from her escapades would still be looked after.

"Twilight, I thought you would be delighted to hear this..."

"Who... Who would want a foal like that?" Twilight's eyes looked distant. She was having a hard time wrapping her head around the idea that some pony would actually want to take on the foals she had left behind. "Who'd want a foal, knowing that it came to be like that... That it... It was a rapist's foal?"

Luna rubbed a hoof against her forehead. This night was not turning out how she had hoped at all.

"Twilight... Let me ask you a question.. How many mares do you know?" The unicorn had to think for a moment, that wasn't a question she expected. She wasn't sure just how that was relevant, but in short order, she answered the princess.

"Oh, um... Well... Well, there's Fluttershy, and Rainbow Dash, and Pinkie Pie, and Lyra, Bon Bon of course. And the Mayor, Mrs. Cake..."

"Yes yes.. And how many stallions do you know?"

That gave Twilight pause. The answer didn't come as quickly this time, and she had to consider for a moment. Just how many stallions did she know?

"Um... There's Big Macintosh, of course. Um, Lucky... Does... Does Spike count?"

"The point is, Twilight," Luna said with a little sigh. "For a long time now, more fillies have been born than colts. We're not sure why this is so, but it's been going on for a very, very long time."

Twilight thought this over as she listened. It did seem a little odd, now that she thought about it. She knew so many mares here in Ponyville. She had known almost as many in Canterlot, at least in passing. But it seemed as if she didn't know hardly as many stallions. She had always assume that there were more out there, just that she never went any place they were likely to frequent. She had thought that, since she was a mare, the places she would often go just wouldn't appeal to stallions. And thus, she hardly saw them. But what the princess was saying, could it really be true?

"There are many mares, Twilight. But only so many stallions. That means many of those mares will never have foals of their own. And many of those mares would do anything for the chance to have a foal, even if that foal was some pony else's." Luna smiled, reaching a hoof out to slowly stroke over Twilight's mane. "Even if that foal was unwanted before."

"S-so..." Twilight swallowed, trying to steady herself. "So all those mares... My foals... They... They gave them up?"

Luna sighed, shaking her head slowly.

"No, Twilight. In the end, only one mare took my offer. I think it was because she already had a husband. But all of the others, they decided to keep their foals."

Twilight nearly fell over as she heard that, her eyes wide and disbelieving what her ears had heard. After all she had done, after all the pain she had caused. Those mares, they had kept her foals. But that would mean..

"A... A-applejack....S... S.... Sweetie..."

Luna blushed softly as she listened to Twilight's stunned stuttering.

"Well... Sweetie Belle was, shall we say, a difficult case.."

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

One Month Earlier

"I don't care what she said!"

The unicorn yelled up at the princess. Unfortunately, it was something that Luna had been starting to get used to these past few months. Rarity was irate as she stared up at the much larger alicorn. They were both standing in the middle of Carousel Boutique. Rarity had closed early once the princess had arrived.

Luna had come primarily to speak with Sweetie Belle. It was a difficult, but not all together unpleasant conversation. She was quite surprised by how calm and accepting the filly had been. However, Luna knew that she could not simply leave it at that, and should inform Sweetie Belle's older sister of the filly's decision. Unfortunately that was turning out to be less pleasant.

"She's a child! She doesn't know what's best for her!"

Rarity was near to screaming already, and the conversation had just started.

"Miss Rarity, I understand how you feel. But understand that this is something that I can not, nor would I wish to, force upon her."

Luna watched as the white unicorn paced back and forth across the show room floor. Her eyes narrowed and jaw set tightly. She looked like a tiger, ready to explode into a violent rage at any moment.

"Fine, then I'll convince her to go through with it." Rarity turned and started walking towards the stairs leading to the upper floors of the building. "I am her elder sister, and she will do as I say."

Luna shook her head as she watched Rarity walk past her. She had hoped to avoid a situation like this, but it seemed as if there was nothing to be done about it.

"That's not going to work. If you force her to agree to it, the spell still wont work."

That stopped Rarity in her tracks, one hoof already upon the steps. She looked back, eyes wide as if she had just been slapped. Quickly she galloped up to the princess, still with a look of shock on her face.

"But... But you said you could do it!"

"And I can." Luna nodded, closing her eyes as she took a breath. "But the spell requires that it be what the mother want. Even if she says she does, if she truly does not wish to give up her foal, then the spell will have no effect."

"I... I cant believe..." Rarity started to tremble, the rage boiling up in her. "I can not believe she would wish to keep that... That... Thing... That monster's foal!"

Luna could do nothing but sigh, a hoof coming up to her forehead as Rarity continued to spout irate curses. If anything, to the princess, it seemed sad. Sad that two dear friends could abandon each other so easily, could forget what had bound them so closely.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

"Twilight, you must understand this. Sweetie Belle doesn't hate you. Nor does Applejack. And I doubt any of the other mares would hate you if they knew." Luna said softly, gently rubbing her hoof against Twilight's shoulder. "And you shouldn't hate yourself either."

Twilight nodded to the princess's words. She was having trouble accepting that Luna was right. How could she not hate herself, even if her friends didn't? Perhaps, in a way, she wanted to be hated. Maybe that was easier than accepting what she had done. What she was now.

"Remember, your friends till love you. Even if it's hard to see it that way now" Luna leaned in, giving Twilight another soft nuzzle at her cheek. The unicorn sighed softly at that, looking up to the princess with sad, but grateful eyes.

"Thank you, Luna..."

With a gentle sigh, Luna stood once again, turning towards the window and the night sky beyond. She paused after a few steps, looking back to the unicorn still on the bed.

"And don't be mad at Spike. He just wants to see you happy again."

At that, Twilight gave her a small smile. It wasn't much, all she could muster at the moment, but the princess could see a small spark of hope hidden behind those lips. Perhaps that would be enough to see the poor unicorn through this. It would have to be. As she stepped out onto the balcony, her great wings unfurled. With a few strong beats, she was aloft and soon the Mistress of the Night disappeared into the sky.

"Happy..."

Twilight let the word slip from her mouth, as if it was something she was unused to. Something that felt strange in her mouth. It had been a long time since she had felt that way. For a moment she wondered if she could ever feel that way again. Twilight shifted atop her bed for a moment, glancing over to her long forgotten book. With a soft glow of her horn, and a slight flick of her head, the book was shoved off the bed, landing on the floor with a dull thud.

She looked over to her vanity, her horn still alight. Slowly one of the drawers started to open. Soon another book floated out from inside, it's cover faded and torn around the edges. Slowly it drifted over to the bed, settling down upon the covers in front of Twilight. With a little sigh, she slowly ran a hoof over the old cover of the book. It's title had long since been worn away from years of use and abuse.

'Happy... I don't think anything makes me happy anymore... Except...'

Slowly the cover opened, the pages inside started to glow violet as they flipped by one by one. They were tattered and dog-eared. It was a condition that Twilight hated to see a book in. But in this case, she couldn't care. For once, the book held little value for her. But what was inside, hidden between the pages, that was the most precious treasure to her right now.

As the pages flipped by, Twilight's eyes eventually stopped on a set of pages. These pages, the words could not be seen. They had been covered, pasted over with photos. In each one, there was a mare, often turned away from the camera. Unknowing that her picture had been taken. The same mare seen in a few of the pictures, while others showed a different mare. As Twilight turned the pages, as she looked over the hoof full of mares they showed, one could see a slow change. Each mare looked heavier as the pictures went on.

This was what made Twilight happy now. Happy, and at the same time, so very sad.

The flight back had been a brisk moment of peace that Luna felt she dearly needed. For a while, she had considered staying out longer. Considered just drifting about above the clouds, feeling the soft caress of moonlight upon her back. It would seem silly for another pony to think of such a thing, to feel the moon shinning on them. But then, she wasn't just any other pony. She knew the glow of the moon was really the light from Celestia's sun, snatched from the air and softened by the moon. That it shone down with a soft, cool caress that none but the most sensitive could feel. It was not the warm, blistering heat of the sun. It was soft, gentle, almost motherly in the way it barely touched all below it. Barely touched, but still it shone with a tenderness few ponies could appreciate.

But she knew that, even if she wished more than anything else to stay out, that she must return. If anything, she must return to her bed. She was, by all accounts, a creature of the night. And the night would be ending soon.

A slow circle around Canterlot, taking in the glow of the city lights, the view of ponies who had business with the dark of the night, and Luna focused in on her destination. The town could easily be mistaken for any others of the Royal Palace. That is, if a pony did not know what to look for. The pale stone, the gold and onyx bands wrapping a slow spiral up along the tower. The white gold disc which, by the dark of night, shone with only a crescent. This was her tower, her sanctuary within the walls of the city.

The drapes which framed the large open window fluttered about as Luna landed upon the large balcony, pushed by the wind coming off of her wings as she slowed her descent. A step inside and she glanced over to the ornate clock upon the wall of her bed chambers. The silver crescent of a moon had almost slipped away to one side of the clock face, a golden sun starting to barely peek up from the other.

With a sigh she had realized that she had stayed out longer than she had intended, her short flight had somehow turned into an all night excursion. But still, she had one last duty to perform, and then it was to her bed for some much needed rest. And she could feel that she did indeed need it.

"Another night past." She said as she turned back to the balcony, her eyes turning up to the moon. It was quietly waiting to be tucked in behind the mountains. "Another day of hopefully quite dreams..."

As she closed her eyes, her horn radiating with her deep indigo magic, Luna considered the past month. As the Mistress of the Night, she held domain over many things which passed in the night. Not the least of which were the dreams of all those asleep. In most cases, she would simply let the minds of sleeping ponies weave their own images and fantasies. Occasionally she would even peek in on them, delighting in the chance to see the wondrous creations of the sleeping mind. Rarely, should she feel the need was great enough, she would weave a dream of her own design, sending to the slumbering mind of another pony to guide them in some way.

As the moon slowly started to drift away, and a warm orange glow slowly washed away the sparkle of the midnight tapestry, Luna puzzled over something. Her own dreams were not much different from those of any other pony. She had images that danced almost at random through her mind as she slept. She could even control the course of her own dreams, gently nudging them to that which she desired to experience. She often considered it her reward for her stewardship of the moon. So why has this one dream defied her every command?

With a sigh, Luna slowly let her eyes drift open. Then she immediately closed them again. Celestia was quick with her sunrise this morning, barely giving Luna enough time to put the moon away before the sun had started rising over the horizon. And had almost blinded her sister, much to Luna's annoyance. With a slight grumble, she stepped back inside, the window and drapes closing with her magical glow. Behind her curtains, her room was nearly as dark as night. It was murky, shadowy, and most of all, relaxing. At least, to Luna it was.

As she stepped towards her bed, her crown and gorget floated off of her, drifting to rest atop a dresser not far from her bed. Her hoof covers discarded on the floor, the Mistress of the Night collapsed face first onto the soft embrace of her bed. Right now, all she desired most in the world was rest. The sweet oblivion of sleep called to her, and she offered no resistance.

Dreams. They were where the mind lets itself go. Where it wanders through itself, adrift on it's own whims. Dreams where where one could see what was inside themselves, and the possibilities that they held just within their grasp. It was the same for every pony in the world of dreams. Even for the goddess who held dreams within her domain. But this night, this dream, none of that seemed to matter.

The fog cleared from Luna's eyes, the misty half reality that separated the waking world from the dreaming. She was used to it, used to seeing it lift away where other ponies often forgot that it had even been there. But what welcomed her eyes was not the fanciful dreams she had expected. In fact, it was nothing made manifest.

All around her, the black void opened up, endless and absolute. It was like the cold of space, but bereft of stars, or even the slightest indication that anything did, had, or ever would exist in this formless abyss. She could feel something solid under her hooves, as if a floor was there, but at the same time wasn't. She expected that, it was normal for dreams to have such boundaries, purely for the benefit of the dreamer. But everything else seemed wrong. Rarely had her dreams ever been so empty, so cold. Even... Even the dreams she kept while imprisoned on the moon, as warped as they had been, had been filled with something.

But perhaps. She wasn't even sure why she considered it, or how the notion had come to mind. There may be something here after all. It was barely a feeling, not even a sensation. But she could almost feel that something was there. Just beyond her nose, out there in the darkness.

Slowly, Luna lifted a hoof from the nonexistent ground. Almost as if she was unsure of herself, she looked to her hoof, weighing the action in her mind. Finally she reached out, gently prodding her hoof into the darkness. It rippled. The darkness shifting, rings radiating out from where her hoof had been, like ripples in an impossibly still pond. The ripples seemed to continue, bouncing back from seemingly random points. The tiny waves in the nothingness met and propagated on themselves, over and over. Slowly, something seemed to form just beyond that shimmering surface. After what could have been moments or centuries, Luna found herself nose to nose with herself.

Luna gasped in shock, her mirror image gasping along with her as she pulled back. She had never once encountered herself within her own dream. Even when SHE had been there, it was not truly herself. But this was different. From all appearances, Luna now looked upon her reflection in perfect sync.

"This... This isn't right..."

Her words were echoed nearly perfectly. Slowly Luna started to walk off in one direction, her reflection following her exactly. The other direction resulted in the same. Every motion she made, every step she took to the side, her copy mirrored perfectly.

Luna chewed at the inside of her cheek, her eyes narrowing at her duplicate as it's own eyes narrowed at her. She knew this wasn't just a mirror image. There was something else at work here. Something within her own mind toying with her. Slowly Luna raised a hoof and took a step back. Her reflection stepped forwards.

"What do you want?"

Laughter rang out in the darkness, echoing off walls that could not be seen nor felt. Luna's mirror image smiled wide, it's eyes dancing with delight as it watched her.

"Oh, I am clever. I always knew I was..."

The reflection answered her. It seemed pleased. More than that, it was filled with joy that the Moon Mistress had seen through the little trick. It was happy. But what bothered Luna about it was, for some reason, she felt happy as well. She shook her head, it was probably just her mind enjoying itself in this dream, though she had no idea why it would.

"I asked... What do you want?"

Her laughing reflection stopped, it's merriment pausing for a moment. The mirror image looked at her, seeming a bit shocked. Luna could feel it's surprise.

"But I already know what I want... That's why I made me..."

"What are you talking about?" Luna demanded to her copy. Nothing it said seemed to make any sense. She tried to will her dream to shift, to pull away the false image and show her just what was hiding behind her own likeness. But try as she might, nothing seemed to strip away the disguise that looked back at her. "Just who are you?"

"I am me. I should know that."

Her reflection said, it was pointing it's hoof towards her. That made Luna shiver. Whatever had slipped into her dream, it thought it was her. That she and it were the same pony. With a small giggle, it paced back and forth happily.

"I have so much work left to do. It was so long waiting for my work to start. But now, I can try to finish it." Her copy stopped, looking towards her with a tilt of it's head. It was confused about something, Luna could feel it. "Why did I try to stop myself? I should know my work is very important. For every pony."

"Wha... What did you say?"

Slowly, Luna started to piece together what her doppelganger was saying. It's confusing way of speaking. Her inability to see through it's illusion to the true dream image. Could it really be a part of herself? The other Luna started to smile. She could feel it's excitement. Feel it's eagerness at what it was planning to do. Could feel it's... Arousal.

"I will have to try to find another Stargazer. Might not find one right away." It said with a broad grin. "But that's alright. I enjoy my work, don't I?"

"Wait! It... It can't be..."

Luna stared at her double, her eyes wide as realization dawned on her. The blessing, it had been old magic. Powerful magic from long ago. Ages ago, the old magics had allowed unicorns to work feats unheard of since. But at a steep price. Each spell, each use had required a small fragment of that unicorn to fuel it. A small splinter of their souls. It was what made old magic so powerful. But it was also what made it so dangerous. When cast, old magic almost took on a life of it's own. It did what you wished it to do, but it found it's own way to do it. The more powerful the spell, the more it would work to accomplish what you had set it out to do. If the spell was powerful enough, it would find a way around nearly any attempt to stop it. And now, this old magic had found a way around her attempt to stop it.

"You... You cant! This isn't what you were meant to do!"

"Sorry, but this is what I told myself to do... And I know I so want to do it..."

Luna watched as the image of herself, of the old magic, started to fade away, slipping from her hold on it. She tried to reach out in desperation. But the motion was mirrored and countered by her duplicate. It knew what she would do cause it was a part of her. A tiny fragment of her own soul. It knew the cracks in her own subconscious. It knew how to slip away and escape.

As the image faded, as ecstatic giggling filled the empty space, it all started to fold inwards. This dark abyss, collapsing on itself, till the pressure forced her out, back into the misty haze.

"NO!"

Luna sat up, reaching out with a hoof, but all she found was the sheets of her own bed. Panting, she threw them off with a panicked sweep of her hoof and raced to her window. Pushing the drapes aside, her eyes were stung with the harsh light of day. The sun was still up, just past mid day if she were to judge.

Was the old magic off to try to return to Twilight's dreams? If so, then perhaps she still had time. But it had said it had to find another Stargazer. Luna doubted that Twilight's brother was in any danger. He was part of the royal family now, and the spell would not concern itself with those that had married out of the Stargazer family. But if Twilight was indeed the last of the Stargazers, just who would it seek out?

The bell rang soundly, it's tone carrying out far and wide, though it only had to reach the ears of those within the building. A moment later, the back door burst open, and out flowed a small tide of fillies and colts. Recess was what got most of the foals through the school day, letting them blow off steam before returning for the remainder of the day's lessons. And as recess started, today was no different.

"Remember class! The test will start soon as recess is over!"

Cheerilee smiled as she watched the last student flee from the classroom, the short grey colt struggling to keep up with his classmates. As she watched her students run to the small playground, she considered letting them have an extra long recess today. They had been going over the weeks previous lessons all morning, all in preparation for the weekly test. They would need the extra time to unwind and relax before the test.

Normally she would have gone out with them. Not just to keep an eye on her students, but to take the time to relax herself. But today, she had to prepare. While a test meant harder work for her students, it likewise meant more work for her. She had to get everything ready before recess was over. There were test sheets to make ready, charts to draw on the blackboard, not to mention she would have to consult her teacher's manual so she would be ready to grade the tests once her students handed them in.

It was all a lot of work for her. But in the end, she knew it was for the benefit of her students. Even if most of them didn't realize it right now. In a way, Cheerilee almost considered her students as if they were her own foals. The fuchsia earth pony had no foals of her own. Not that she hadn't tried. Or rather, she had tried to find a special somepony to have foals with. But it just always seemed as if the decent stallions were already taken. And those that were available usually weren't taken for a good reason.

With a little sigh, she looked out the window, watching her students play. Some were on the swings. Others played with marbles in the dirt. Some even spent their recess napping. She looked back to her desk across the classroom. The papers were waiting for her. It would be best to get everything ready ahead of time, then she might have a few minutes to herself before the students returned and the test began.

Cheerilee decided to give her students one last look before taking care of her duties. Her eyes scanned over all of them in the playground. Making sure that they were all fine. Making sure they were behaving. That was when she saw them. Sweetie Belle, the little dear had been putting on weight lately. It happened sometimes as fillies started getting to that certain age. It was perfectly natural. But unfortunately, that would not stop two certain other fillies from taking advantage of it. Cheerilee watched as two earth fillies, one grey, one pink, made their way over to the young unicorn. With a sigh, the teacher narrowed her eyes as she watched.

She knew what was about to happen. She had seen it play out again and again in her class. Wont those two ever learn? With a shake of her head, Cheerilee started to walk towards the door leading out to the playground. It would be best if she put a stop to this before it got started. But something was wrong. As she stepped towards the door, one of her hooves refused to move.

Puzzles, the earth pony looked back, finding her rear left hoof was rooted in place. She tried to take a step with her right and found it too was trapped in it's spot.

"W-what's happening?"

She gasped softly. It felt as if her legs weren't even there. She tried to pull them along, but they resisted. Slowly, she could feel the strange, disconnected sensation moving up her hips and to her back. Panic started to set in. Was she paralyzed? Was she having a seizure?

"Oh no... Oh no! S-some pony, help me!" She gasped, trying to cry out, hoping one of her students might hear her. But she could barely bring her voice above a whisper. Her chest felt like it was missing, and the sensation continued down her front legs. Her eyes were wide, terror making them tremble as she felt a coolness set into the back of her skull. Slowly the room started to spin, and her eyelids felt heavy. As her shaking, green eyes rolled back, unconsciousness claimed her and the floor rushed up to meet her.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Reality snapped back to her with a jerk. She gasped and coughed, as if her lungs had to be kick-started again. With a groan, Cheerilee tried to get her hooves back under herself. Relief filled her limbs as she found she could move them again, and she slowly started to rise. How long had she been out? Why did no pony come to help her? Why... Why did she feel so hot?

She glanced over at the clock. It had been nearly a half hour, most of recess was now over with. There was precious little time to get everything ready for the test now. That is, if she should even continue with class for today. Sitting up she reached a hoof to her forehead. She felt warm, but not feverish. Was it just a passing dizzy spell? Should she end class early and see a doctor? She was sure her class wouldn't mind if the test was postponed.

Cheerilee looked back out the window. Her students were still playing out in the playground. Her students. Her foals. Foals... Her eyes trembled slightly as she watched them out there. Her body started to feel hot again as she watched two fillies. They were playing leap-frog. They would take turns putting their front hooves on the other's back, lifting themselves over top the other before they would switch positions. Cheerilee watched as if it was most fascinating thing in the entire world.

She watched as, every once in a while, the top filly would bump the one bellow her. Her belly or her thighs would smack against the lower filly's rump, and the two of them would giggle at the silly little mistake. But each time it happened, Cheerilee could feel her heart jump at the sight. Each time it started to beat faster. The classroom got hotter as her eyes stayed glued to the two playing foals, almost willing them to make that mistake again and again. But eventually, something pulled her attention from the sight that had enthralled her so. Her eyes slipped down, over the floor and to herself.

"W-What?!"

She saw it, but she didn't believe it. Rising up from between her thighs, she saw a still growing member. Her eyes grew wide as she watched the thing continue to stiffen. Her breathing had become pants as she watched, seeing it throb in time to her heart beat. Seeing it widen and lengthen, the tip starting to drool slightly. Slowly, as if she was still in a dream, she reached a hoof down, lightly pressing against the side of the veiny shaft.

"O-Oooh!"

Cheerilee gasped sharply. It was a part of her! But how? How could this happen? When did it happen? What... What would her class think? Her eyes darted back out the window, watching those fillies play. She could feel herself, her new length throb at the sight. Those fillies, how they played. How they bumped into each other. How... How they must feel when they do it. How would it feel to bump into them. To touch them. To do even more.

She bit her lip, shaking her head. She couldn't. She shouldn't. She was their teacher. They trusted her. How could she have such thoughts about her students? But, somehow, she was. She tried to look away, but she just couldn't. She couldn't pull away from the sight of those tender flanks. Their soft rumps. Without realizing it, her breaths were now desperate pants, her chest heaving as her eyes looked on with pure desire. A hoof had slipped to her new and needy member, caressing along it, imagining what it would be like to have one of her students nuzzling it. Kissing it. Slowly sliding down it's length.

Squeezing her eyes shut, she tried to resist. Tried to rationalize that it was wrong. That there was no way she'd be able to get away with it. But it was no use. The need, the desire, the raw lust was too strong. She had to have them. Cheerilee needed to make them her's. To make those fillies her mares. She could feel her heart racing at the thought, as if it might explode if she didn't have one of them. Her foals... Her student's weren't her foals, the would have her foals! Who needed to settle for a reject of a stallion when she could be the stallion herself!

Cheerilee looked back over at the clock, there was so little time left. She would have to wait. She couldn't do it right now. There would just be too many at once. If she could get one or two of them alone. When the other students wouldn't know. Wouldn't catch her. With a purpose driven by pure lust, Cheerilee went about getting everything ready for the rest of the class, to ensure none of her students suspected a thing till it was too late.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

The test was agonizing. Not for the students, not really. It was simple enough, just the basic things they had learned all through the week. No, it was agonizing for Cheerilee. It seemed to stretch on forever.

Sitting behind her desk, she could feel sweat starting to run down the side of her head. But that wasn't what worried her. It was something else running down another part of her anatomy she was worried about her students seeing. At least, the whole class seeing before it was time. She watched her students, chewing at the inside of her cheek as her eyes roamed from filly to filly. Which one? Which filly would she make into her mare? Which one would be the first to carry her teacher's foal? And just how in Celestia's name was she going to get alone with that filly?

Cheerilee could feel herself throbbing, her erection hidden under her desk. Since her students came back in from recess, she hadn't softened one bit. She watched them, their soft bodies. Heard their sweet voices. And, most of all, she could smell them. The sweat they built up from playing outside, the excitement from recess. It all drifted up to the teacher's nose. Nearly an entire class worth of innocent musk was driving her mad.

Her hind hooves fidgeted, rubbing against each other as she sat there, watching. Waiting. Her hips squirmed in her seat, wanting to buck and thrust. She could feel the tip of her member, it was pressing against the underside of her desk. She could imagine the sticky mess it was smearing all about under there. Lathering more and more pre till it would drip to the floor. She could feel herself going insane with lust. With need. Every second seemed to take hours to tick by.

Part of her was afraid her whole class would find out what she was trying to hide under her desk, that she would be exposed before ever getting the chance to feel the tenderness of a filly. The other part was screaming to not care, to just throw herself onto them, any filly she could reach, and not to stop till she had sated her lust. Just as she felt her restraint starting to crumble, a dull splat and a startled yelp got her attention.

Had she gotten too excited? Had one of her students saw the beast hiding under her desk? Cheerilee's panic abated a moment later. Thankfully, her lustful secret remained intact for the moment.

"Whut tha hay?!"

As Cheerilee's eyes looked over her class, she saw one filly reaching back, a spit-wad splattered over her flank where her cutie mark would one day be. Apple Bloom, the little farm filly, was trying to get the disgusting mess off of herself, while another filly laughed a row behind. The pink filly held a straw in her hooves, and the malicious glint in her eyes twinkled like the delicate crown she always wore atop her head.

"A-Apple Bloom!" The filly looked up to the front of the classroom, her expression a bit shocked and worried.

"You... You'll stay after class. Understood?" Cheerilee watched the filly's face turn sour, upset at being called out and now in trouble for what had been done to her. Cheerilee's eyes slipped from the yellow farm filly to the pink trouble maker.

"You too, Diamond Tiara..." The malicious glee in Tiara's eyes faded the moment those words reached her ears. With a look of annoyance, she slumped back in her seat.

Try as she might, Cheerilee couldn't keep a small smile from pulling at her lips. This was perfect. Two fillies, alone with her in an empty classroom. It was even sweeter than that. The class bully, her's to do with as she pleased. And she intended to show the little trouble maker just what sort of reward her mischief had earned her.

The minutes ticked away. Every tick of the clock, Cheerilee could feel another drop of pre slowly oozing down her length. It was agony, being so close, within reach of those fillies. Her mares. But she couldn't have them. Not yet, not till the time was right. At last, the tests were finished and turned in, the minute hand on the clock fell into place, the bell rang, and every colt and filly made a rush for the door, eager for the start of the weekend.

"Y-You two sit back down!"

Cheerilee's command stopped Apple Bloom and Diamond Tiara in their tracks. The two fillies had hoped to slip out in the crowd without being noticed. Cheerilee smirked, she'd have to show her two mares who was the one in charge here. As the rest of the class emptied out, she watched her two captives make their way back to their desks. Apple Bloom looked crestfallen, while Diamond Tiara just looked more annoyed, as if she had better things to do than to stay here. Better things to do than service her stallion.

She licked her lips softly as she looked between the two fillies for a moment. Which one first? Apple Bloom looked so sweet, so tender. But Diamond Tiara, she needed to be taught a lesson. Taught to respect others. To respect her stallion.

"Apple Bloom. Diamond Tiara. Front and center!"

The two fillies looked at each other for a moment before they both made their way up to the front of the classroom. They had expected to have to write out apologies, or maybe even write something over and over on the blackboard.

"Ah... Ah'm sorry, Miss Cheerilee.. Ah didn't mean ta inta'rup tha test.."

Apple Bloom tried to apologize. She had always been a well-meaning little filly. Cheerilee liked that. Diamond Tiara, on the other hoof, wasn't saying a word. Not one attempt to apologize.

"Turn... Turn around, you two.." It took all her willpower to keep herself behind the desk. Cheerilee could feel herself flexing already, her length piratically begging for the warm embrace of a mare.

"Ummm.. M-Miss Cheerilee?"

Apple Bloom started to ask, confused for a moment at the strange order her teacher was giving her.

"D-Do as I say!" Cheerilee nearly shouted her command. She had never snapped at one of her students before. Never had she been so short with them. But she couldn't help it. This feeling. This need. She needed them now, and she couldn't wait a moment longer.

The two fillies both looked at each other, both just as confused. Slowly, they both turned around, perplexed at just what sort of punishment they were about to receive. Were they going to get paddled? Cheerilee had never done anything like that. She had always been such a kind, gentle teacher.

All that changed in an instant as Apple Bloom and Diamond Tiara both felt a hoof on their backs, shoving them down against the floor. The weight of a grown mare more than enough to keep the two fillies pinned in place. Diamond Tiara gasped, straining as she tried to wriggle out from under the hoof pinning her down. Apple Bloom looked back to see what was happening.

"M-Miss Cheerilee! Whut... Whut..."

The little filly's eyes went wide at what she saw. She had grown up on a farm, she had learned about things other fillies didn't know about till they were older. But what she saw still made her shake with fear. Sure enough, their teacher was pinning her and her classmate to the floor. But what scared her so was what was under Miss Cheerilee. It was long, a shade of faded burgundy spotted with pink. That hard shaft tapered quickly from the root, narrowing right before the blunt tip. It was already slicked with pre, dripping thickly as it throbbed.

"Mmm... Let's get this lesson started.."

With a lusty groan, Cheerilee shifted her weight a bit, starting to pull Diamond Tiara back. Diamond Tiara Finlay looked back herself, catching sight of the dripping shaft that was moving to point right at her. And panic gripped her. With a scream, she started to struggle, limbs flailing as she tried to pull herself out from under Cheerilee's hoof.

"N-No! Stop! Please, Miss Cheerilee! I... I'm sorry! Please don't!"

It was the first time Apple Bloom had ever heard the class bully apologize. It should have shocked the farm filly, but at that moment, nothing seemed able to tear her eyes away from the sight of her teacher's impossibly long cock. The sight of the thing filled her with fear. With dread. And something else. Something she couldn't quite understand. She watched as Diamond Tiara was pulled back towards it, kicking and screaming the whole way. She saw terror in the bully's eyes, terror as she felt the moist tip pressing against her rump. And suddenly Miss Cheerilee's hips bucked down hard.

"PLEASE! HELP ME, DADDY!"

Diamond Tiara screamed as she felt it, forcing into her, straining her tender folds as her teacher's length sank inwards. The fat tip stretched her mound, making it bulge around it as Cheerilee pushed harder and harder. She screamed so hard her throat hurt, feeling it suddenly surge deeper, tearing through the tiny barrier of her virginity as it rammed into her body. Her trembling eyes looked to her classmate, to the only pony who could possibly help her right now. Apple Bloom's eyes were wide, entranced as she saw what was happening to Diamond Tiara. What was being done to the filly who had tormented the farm pony at every opportunity. In those eyes she saw fear, fascination, but very little remorse.

Cheerilee was in heaven. So tight, so hot. A long, satisfied groan slipped out of her lips as she tilted her head back, giving another buck to her hips. The tight little body under her squealed again, her struggling getting weaker by the moment as more and more of Cheerilee's length sank into her student. No, she wasn't just a student anymore. She was Cheerilee's mare. That tight, struggling body felt wonderful. Felt right. But she didn't only have one mare to enjoy.

"Mmm... Now for your lesson to begin.."

"W-Whut? N-No!"

Apple Bloom gasped as Cheerilee lifted her hoof off of Diamond Tiara. The class bully still had no chance of escape. She was trapped, the teacher's swollen cocktip made sure of that. Lodged so deeply inside the poor filly's body, it would never let her escape. Not till it's need was satisfied. Apple Bloom squirmed as that hoof came towards her now, pulling her aside, keeping her pinned as she was flipped over. Her eyes kept darting back, stealing glances at Diamond Tiara. Once the filly had been the class terror. Now, she was nearly broken, shown her proper place at the end of their teacher's length.

Her eyes went back up to her teacher. Miss Cheerilee was licking at her lips as her hooves slipped over Apple Bloom's body. Exploring, caressing, fondling. They slipped down, pulling her hind legs apart, pushing them down to keep her still. Her back hooves were barely inches from the painful, humiliated expression on Diamond Tiara's face.

"P-please, Miss Ch-Cheerilee... You... You Don't hav'ta do this!"

She whimpered, still trying to squirm away as her teacher's face came down towards her. The delighted grin she wore told poor Apple Bloom that there was no reasoning with her.

"Mmm.. But I do..."

And with that, Cheerilee pressed her snout down. Her lips pressed suddenly between Apple Bloom's thighs. Tenderly they kissed, they suckled. That tiny mound, so fresh and warm, musky and tender. It was like nothing she had ever tasted before. Well, she had tried another mare once. She had been much younger, and a lot more drunk. But this was different. Was it something about her now that made it different? Or was it that a filly tasted so much better. The flavor seemed to bloom in her mouth. She couldn't resist it. And so, she slipped her tongue out, working it against that tender mound, worming it against her student's soft folds.

Apple Bloom's eyes went wide. A shiver raced up her spine as she felt that, something warm, wet, and soft against her. It pried her open, pushing at her little treasure. Her body shook, she couldn't stop it. Miss Cheerilee was pushing her tongue into her. She knew this was wrong. Knew her sister would have yelled at her. Would have said she shouldn't enjoy it. But she couldn't help it. The feeling of it working back and forth, pushing her folds apart to wriggle deeper. Her whole body felt like it was catching on fire. Slowly her struggled turned into squirms of passion, her hips working upwards, pushing to those lips, that warm muscle. She wanted more.

Slowly, Apple Bloom's hooves came up, Cheerilee felt them resting atop her head, gently pulling her against that delectable little foal sex. She grinned, working her tongue deeper. Apple Bloom was taking to her lesson much faster than Diamond Tiara was. She could feel the little farm filly bucking against her lips. Feel her tongue being squeezed in the warm embrace of that tender cunny. With a groan she pressed her lips tighter, suckling for the sweet nectar that had started to seep out. Her hips thrust down, bringing another cry from the filly trapped under her body.

She could feel Diamond Tiara squirming under her, trembling as she was being pressed under the floor by Cheerilee's chest now. Every little struggle the filly made sent such wonderful feeling racing up her shaft. The warm, tight passage, the frantic spasming of her insides. Cheerilee could feel herself throbbing, the heavy sack at the base of her shaft starting to tighten as her hips pumped again. Her swelling tip pushing deep into her little mare's belly, making it bulge out against the floor.

Diamond Tiara felt like she was being torn apart. Her hips ached, her back legs twitched on their own as she tried one last time to pull herself out from under her teacher. Cheerilee's chest was pressed to her back, her vision filled with pink as she was nearly smothered. Her insides ached, the constant throbbing of that huge shaft the only feeling she had left. The hot pulse growing stronger and stronger as she gasped, tears flowing down her cheeks. Why? Why was this happening to her? Why was her teacher doing this? She felt Cheerilee's member swell inside her, straining her already over taxed passage even further. Why hadn't Apple Bloom tried to save her?

The farm filly clung to Cheerilee's head, her little hooves pressing her harder against her mound. Those lips, that tongue, it was getting to be too much. Still she wanted more. Apple Bloom's heart raced. She could feel it building. Little specks of light dancing under her eyelids as her hips ground up to her teacher's hungry muzzle. Her belly fluttered, quivering as she felt Cheerilee's tongue flick at something inside her, a tender little span of flesh. Again and a gasp left her throat. She couldn't hold back, she couldn't resist any longer. With a sharp squeal, her whole body convulsed.

That was all it took. That sweet nectar, that tangy flavor. It flooded Cheerilee's mouth, filled her cheeks and coated her tongue. She swallowed, gulping and lapping even as a lusty groan vibrated her little mare's petals. Her hips jerked hard, driving into the filly bellow her. And she erupted. Felt her length swell, pulsing as she released over and over. Thick ropes of seed flooding into Diamond Tiara's body. Again and again till Cheerilee felt it start to seep out, bubbling up around her shaft, oozing out from that painfully stretched entrance.

In an instant, Diamond Tiara's world disappeared in a sea of white. She felt the pressure inside her build, swelling painfully till she felt as if she would burst. Her tear-filled eyes wouldn't focus, her throat ached from screaming for help. And still the pulsing deep inside never stopped. It grew and grew as she felt her belly strain, struggling to contain the building heat inside. Finally she couldn't take it, finally she gave out, collapsing in a sticky, swollen heap under Cheerilee, her legs still trying to kick and jerk.

With a satisfied gasp, Cheerilee pulled her face from between Apple Bloom's splayed thighs. Stings of spittle and the filly's juices connecting her lips to her student's sex for a moment before they snapped. She looked down at the filly, still quivering and whimpering as her first ever orgasm slowly worked it's way out of her system. With a smirk she looked down at her other little mare. Diamond Tiara was a wreck, passed out under her from the intensity of it all. Her mane was plastered to her face with sweat, her tiara long forgotten, knocked off onto the floor. The pink filly's belly was swollen, struggling to hold the teacher's seed.

There was just so much of it. And yet, Cheerilee felt that she needed more. As if she had been waiting for this opportunity for months now. Slowly she pulled back, a groan escaping her lips as her length inched it's way out from the tight little passage it had nestled itself into just moments before. She could feel the pressure inside Diamond Tiara helping to push her out, feel spurts and squirts of seed leaking out. Her plump tip was stuck, dragging the unconscious filly along as she tried to pull free. With a slight giggle she reached back, placing a hoof on Diamond Tiara's back to hold her still.

With a little grunt, she pulled free at last. She could feel the little filly jerk under her hoof, and hear a loud 'splort' as a gush of cum rushed out of her abused sex. With a giggle, Cheerilee looked to it. Such a shame, Diamond Tiara never was good in art class. Her eyes moved to her still throbbing member. It wanted more. She needed more. She watched as seed and filly-fluids dripped slowly from her length. Her tongue running over her lips, she turned her attention back to the slowly recovering Apple Bloom.

"Looks like it's time for your final exam, Apple Bloom..."

Cheerilee nearly purred those words, stepping over Diamond Tiara to place her hooves on either side of Apple Bloom. The little filly's eyes fluttered open, slowly regaining focus. Her mind felt scrambled, the signals running in circles as she slowly recovered from what had been the first orgasm of her life. Her whole body felt like it tingled, like it had been rubbed down so roughly, all the energy had been drained. Slowly everything started to come back into focus. Her teacher's words, the body above her. The massive cock pointing right at her.

"Miss... Miss Cheerilee... Ah... Ah don't k-know..."

"Shhh.... No talking in class.." Cheerilee smirked as her hooves pushed the filly over, pinning her down with her chest and face against the floor as the teacher scooted up closer. Yes, Diamond Tiara had been a good warm up, the little brat deserved to get Cheerilee's pent up frustration. But now, this was the mare she wanted. Closer, her hips twitching till she could feel it, the soft rump pressing against her tip. That warm, slickened hole just against her wet length. With a throaty groan, she pushed her weight down, holding Apple Bloom still as her hips thrust towards that tender entrance. "Mmm... Except for screaming, of course.."

Apple Bloom's eyes went wide. She had wanted more, she had wanted her teacher to continue suckling at her little mound. But this, she wasn't sure she wanted this. Wanted Miss Cheerilee inside her. Wanted that huge thing splitting her open like this. She grit her teeth, her whole mound was on fire. It had tingled before, as that soft tongue had caressed it. But now every nerve was screaming out loud, like lightning stuck her with every motion that huge thing made inside. Apple Bloom could feel it, forcing her passage to accept it. Forcing her body to take it in, deeper and deeper and..

"S-Stop! It hurts!"

She cried out, tears welling up in her eyes as she felt something. Something inside her had torn. She was being ripped apart inside. Arching her back she struggled, trying to pull away even as Miss Cheerilee forced deeper. Apple Bloom looked back, her eyes falling on Diamond Tiara. She was still breathing, she had survived this. But she was in sorry shape. Sticky, worn out, bloated. It made Apple Bloom shiver. Was she going to end up just like that? Would she end up worse? Could she stop it? Should she stop it?

A gasp left her lips as she felt her teacher thrust again, pushing her belly outwards. Her whole body jerked, trembling as something inside seemed to change. She could feel her insides squeezing, spasming. That same fluttering in her belly from before was now squeezing frantically at Miss Cheerilee's pulsing cocktip.

Yes, this was what Cheerilee had waited for. This filly was warm, tight, but most of all, she was responding. She could feel it, the rapid squeezing, the eager suckling around her length. With a lustful groan, she pushed inwards, feeling herself pressing deep inside. Feeling those tight muscles squeeze and milk at her shaft. Slowly she pulled back, feeling the delightful tug around her cocktip. She could feel Apple Bloom's passage trying to pull her back in, and even better, she could hear it.

The breathless moan slipped out of Apple Bloom's throat, she couldn't resist. It felt as if her insides were being pulled inside out, clinging to her teacher's hard length. But she didn't care, she wanted more. As a tremble ran up her spine, she pushed her hips back, trying to work her flank back onto that shaft. She could feel it building again. That same strange tingling sensation. The fluttering in her belly was getting stronger. Her eyes squeezed shut, pawing at the floor with a hoof as Apple Bloom squeaked out between tightly clenched teeth.

"M.. More..."

That word brought a grin to Cheerilee's lips. She was panting hotly by now, her hips pumping down into the little farm filly, driving herself into her again and again. They were both close. Just a little more, a little further and she would have two little mares to call her own. Two new foals of her very own. Cheerilee could feel it, the pulse in her shaft quickening, growing stronger and more urgent. The tightening of her bouncing sack, drawing close to her body as she felt that wonderfully tight passage squeezing down. Her little mare was enjoying this, enjoying having a foal planted deep in her belly.

Apple Bloom was the first to give out, unable to hold it back any longer. Her mouth opened, a long, shrill cry escaping as she felt her whole body jerk. Her insides were on fire, burning hotter than pie left in the over too long. She felt the sensations ripple through her, each pass she could feel her insides squeezing down, grasping and milking at her teacher, her lover. Time seemed to slow to a crawl as she felt Miss Cheerilee swell inside her, a moment before it was all awash in a delightful warmth.

The little filly felt Cheerilee's forehooves hug tighter around her, pulling her back as the teacher rammed herself as deep as she could go. This was what she wanted, what she had waited all day for. Apple Bloom was perfect, the perfect little mare for Cheerilee to have her foals with. Again and again her hips bucked down, each time another blast of her thick seed filling the little womb just ahead of her cocktip. She felt the poor filly starting to swell, Apple Bloom's pleasure being tinged with the painful feeling of reaching her limit, pushed to near bursting before Cheerilee let her go. Inching her hips back, giving just a bit more room for her warm cum to expand, till with a wet pop, she pulled free. Messy splatters covering that little yellow rump as the last of the teacher's climax painted her mark across her new mare.

The filly's mind was flooded, washed away by that tide. It had hurt, hurt so terribly. But she couldn't make herself care, couldn't pity herself or hate her teacher. The only thing her mind could focus on was the warm, sore throbbing deep inside. The tingling heat left behind, the straining feel of being full of something. Full of some pony else. It was as if her life wasn't for herself any longer, that it was all for her teacher. All for Miss Cheerilee. She collapsed on the floor, her weight pressing down on her swollen tummy, forcing a thick spurt to escape her throbbing petals. She could feel the warmth radiating from deep inside her. Feel it soothing the tingling left behind by her second climax that had been pushed to it's limits by her teacher's wonderful length. With a deep groan of longing, Apple Bloom practically melted onto the floor, wanting nothing more than for this to last forever.

Cheerilee stood over her wonderfully worn out little mare. She panted to catch her breath, her hips still giving little thrusts as she came down from her second climax. She could still feel it, her hard shaft smacking at her underside, even as little ropes of seed were slung about by her motions. She felt insatiable. She needed more, need another release. It felt as if her whole life, this was what she needed to do, and she had so much lot time to make up for. A soft, painful groan attracted her attention.

The little brat, Diamond Tiara, was starting to recover. Her belly still swollen, seed slowly drooling from her throbbing sex as she tried to drag herself away. A wicked grin spread over the teacher's face as she watched that soft little rump wiggle with it's owner's attempts to escape. Such filthy ideas running through her mind. As a teacher, she should be horrified that she'd even consider any of this, but she had come too far to worry about that now. Now, all that mattered was her little mares and her own pleasure.

"Mmm.. And where do you think you're going, deary?"

Those words made Diamond Tiara's ears perk up and her eyes grow wide. Apple Bloom wouldn't save her, wouldn't help her. So she had tried to help herself, to try and get away while the little farm filly held her teacher's attention. If she could get out, she could find help. Could be taken someplace safe. Someplace she could forget about the feelings and sensations running rampant through her little mind. Someplace where she could forget the fact that she wasn't as important as she wanted to be. The fact that she was just a toy to be used for some other pony's pleasure. Those words pulled her, kicking and screaming, back to that reality, just as a hoof started to pull her back.

"P-please, Miss.. Miss Cheerilee... I... I won't tell... I.. I'm sorry.." Diamond Tiara pleaded, begging as she was dragged back, pulled up under her teacher once again. Her whole body shook, awaiting the pain of being stretched and filled once again. She could feel that massive dip prodding her rump, her little hooves trying to pull her away desperately.

"Oh, I'm not the one you should be saying you're sorry to..."

The filly gasped, she felt it, pressing against her. But not at her sore, bruised petals. It was pushing at her rump, spreading her soft little cheeks as it slowly, unstoppably made it's way forwards. It pushed at the little pucker nestled away there, making it cave inwards more and more as it was forced to open.

"N-No! Not there, please!"

Diamond Tiara wailed, feeling herself being stretched all over again. This time a new hole was being tormented, wider and wider, all for her teacher's pleasure. Just like a meaningless toy being abused by it's owner. She shivered as the thought passed through her mind. She was nothing but a toy. Meant to be played with, to be used. She could feel herself opening, the burning feeling growing as hot spurts of pre flooded her tight backdoor passage. Slowly the throbbing sensation of Cheerilee's tip sunk into her, breaking the poor filly's colon around it as she was forced to give her body for her teacher's delight.

Cheerilee groaned, gritting her teeth at the painful tightness, the clinging warmth. If anything, the little brat's rump was more enjoyable than her tight sex had been. With a smirk, the teacher figured that was to be expected. Tiara had always made an ass of herself in school, and she was a pain in every pony's rear end. Now it was time to show her just what a pain in the ass felt like.

The scream snapped Apple Bloom out of her blissful daze, her ears ringing for a moment as it faded. Slowly she rolled over onto her back, feeling the weight in her belly settle as her eyes started to open. The blush across her cheeks intensified at what she saw. Once again, Miss Cheerilee was sinking herself into Diamond Tiara. She watched the look of agony grow across the bully's face as more and more of her teacher disappeared inside. For a moment, Apple Bloom couldn't help but feel jealous. Jealous that she wasn't the one having her teacher's warm flesh filling her body.

The farm filly watched as Diamond Tiara's little hooves tried to scramble, to pull away. But the thick seed oozing from her sore sex had made the floor slippery, pooling under her as that throbbing length demanded more and more of her body. She slipped, her back legs flying out from under her. Pain shot up her spine as her weight was suddenly supported by Cheerilee's shaft, pulling her insides in an odd direction. With a powerful grunt, Cheerilee thrust, sliding the filly across the floor, through the sticky mess, till her nose ended up nestled between Apple Bloom's sperm-covered thighs.

"Oooo... Why... Why don't you show Apple Bloom just how sorry you are.."

Diamond Tiara slowly looked up, her vision blurry through the pain lancing through her from her spasming pucker. Apple Bloom's eyes were wide, but she couldn't see any trace of remorse. No pity. All there was was confusion at their teacher's words. And why should the filly feel pity for her? By how she was nothing but a toy. Her cutie mark, a tiara. A thing. Just like her, nothing more than an object to look pretty and be used. Her whole body shook as the realization hit her. All she was, all she was good for, was to be used.

With a grin, Cheerilee brought a hoof up, pressing it to the back of Diamond Tiara's head, shoving her snout forwards till it suddenly pressed against her classmate's sticky mound. That brought a startled gasp from the little filly, Apple Bloom's mouth gaping wide as she felt the contact. With another push, she had nearly buried Diamond Tiara's nose between her little mare's petals. She watched, that grin never leaving, as little Apple Bloom's hips starting to buck, to press against that warm muzzle against her. The little farm filly was as hungry for release as she was.

She couldn't breath, her nose sucking in nothing but thick spunk. Her mouth got clogged and gummed up the same way. She had no choice, she couldn't choose for herself, cause she was nothing but a toy. So slowly, fearfully, Diamond Tiara started to lick. Her little tongue reaching out, lapping up that sticky cream, tasting her teacher's sperm as she tried to clear it away enough for her to breath. Each lap she took, she swallowed, feeling the slimy warmth slide down her throat. It wasn't long before a new flavor joined the bitter saltiness. Her little tongue was running across Apple Bloom's tender folds. They were sore and bruised like her own, but each touch brought not pain, but a euphoric groan from the farm filly.

Apple Bloom couldn't believe it. Her teacher, her lover, had used and abused her in such wonderful ways. And now, Diamond Tiara, her worst enemy, was being forced to please her. To pleasure her. Leaning back, she supported herself with one hoof, the other reaching down over her swollen tummy, pressing into that purple and white mane, pushing Diamond Tiara against her trembling mound. That warm, soft tongue, she could feel it sliding against her sore folds, lapping up any of Cheerilee's seed that seeped out. Apple Bloom's mind was spinning. She had been so scared, so worried when it all started. But now, she wanted more. She wanted this to never end. To feel more of her teacher's warmth, to force Diamond Tiara to lick and lap at her.

That soft tongue was shoved against Apple Bloom's trembling sex again, pushed by a thrust of Cheerilee's hips. So close, she could feel herself building again, that all-consuming sensation rising up in her gut. Each thrust she took made her little toy squeal, and forced her to lick deeper into her little mare's sex, bringing gasps and moans from Apple Bloom's lips. Again and again, the tight convulsing around her, the milking of that hot tunnel. Just one more time, one more release and she was sure she'd be sated. She could feel Diamond Tiara around her, trembling and shaking, pushed over the edge as her body was being used for the pleasure of not one, but two mares. Harder, Cheerilee's hips came down, pushing deeper into the little filly's guts, forcing some of her seed to spurt out of that sore little sex as she delved deeper into that grasping pucker.

Their hearts were racing. Diamond Tiara felt as if that throbbing, burning shaft might push out of her mouth and into Apple Bloom at any moment. The farm filly could feel her breath quickening, her hips twitching as her insides started to tie into knots. Cheerilee could feel her pulse pounding in her ears, her member jerking each time she sank deep into her little plaything. Closer. Closer.

Her groan sounded more like some wild animal than the cheerful school teacher she had been this morning. Driving herself deep into her abused plaything, she felt herself swell, her testes tightening against her as once again that thick rush of seed raced through her length. She could hear Diamond Tiara scream as it hit her, straining her already swollen belly, nearly burning her tender insides as her cry was muffled by the sticky little cunny she was pushed against. Legs suddenly wrapped around the filly's head, pulling her close and trapping her as Apple Bloom screamed, eyes pressed tightly shut as her whole body stiffened and shook. Sweet nectar washed over Diamond Tiara's muzzle, those petals squeezing tightly, almost smothering her as their owner convulsed.

By the time it was all over, all three had collapsed, panting and gasping. They were a sticky, sore mess, covered in sweat and the remains of their lurid adventure. Cheerilee looked over the two fillies. Diamond Tiara had blacked out, too consumed with the pain and lack of air to continue. Apple Bloom lay with her legs still spread, her classmate's face in her crotch. The little farm filly panted as consciousness left her, strung out from so much sensation so quickly forced onto her. With a trembling groan, Cheerilee closed her eyes as well. She was tired, so very tired.

Her little mare and her little toy. They were wonderful. They were just what she had always wanted. But, as a dreamless sleep took a hold of her, she realized something. They were not right. No, she wasn't right. She was not the one. She had been mistaken. She had to keep searching...

Chapter 9

Twilight's Midnight Violations

a Shameless Clopfic

Chapter 9

Her whole body felt wrung out, as if she was put through a press dryer like a wad of used towels. Her mouth felt dry, and her bed was stiff and sticky. Slowly, as her eyes opened, Cheerilee realized that this wasn't her bed. She had fallen asleep on the classroom floor. She felt exhausted and sore, as if she had spent the entire day running back and forth across town. With a low groan, she slowly raised her head up, trying to remember just what she had done to end up asleep on the floor, all sticky.

A knock at the school house's door brought her to attention, her mind snapping awake at the sharp sound. The classroom was empty, save for herself, and two of her students. Two students likewise passed out, curled up like sticky little dolls on the floor. A sharp gasp flowed over her lips at the sight. And at the memories returning to her. What she had done, what she had made them do. Her eyes widened, trembling as the full weight of her after school activities dawned on her.

"N-no... I... I..."

Cheerilee whispered softly, remembering how it had felt. The things she did to her students. Quickly she looked down at herself, lifting one of her hind legs to see. It was gone. No sign that it had ever been there. That she had done those things to her two students. No sign, except what was covering them as well as the floor.

"Hello? Is anypony there?"

A stallion called out from the other side of the door. Soon Cheerilee could hear the two fillies starting to wake, their soft groans and whimpers starting to rise in volume as they came to. How? How could she ever do such a thing? How could she let herself go so far? She looked around the classroom, frantically searching for an explanation. A way out. This was the end. She'd never be allowed to teach again. Never allowed to care for the fillies and colts she cared so much about. Never... Never to have her foals.

With a trembling whimper, Cheerilee looked down at her students. Apple Bloom and Diamond Tiara, just to think of their names, she could feel something being tugged inside her. She had hurt them, but she hadn't wanted to hurt them. Not really. She couldn't explain it. Couldn't put it into words, but she knew somehow they were special to her now. But that wouldn't excuse what had happened. That wouldn't save her from what was coming. From being taken away from them. Again there was the knock at the front door, this time harder, more urgent. Cheerilee watched as Diamond Tiara started to slowly lift herself up, reaching a hoof out towards the door. Cheerilee's heart sank as she watched it. Knowing this was how it was going to all end.

"D-daddy... Help..."

The pink little filly gasped out, her voice harsh from the abuse it had been put through less than an hour before. The banging at the door became excited, the stallion attempting to force the locked door open. Cheerilee could feel tears starting to form in her eyes. At first she thought they were tears for what she had done, remorse at how she had hurt her students. How she had abused these two fillies. But that was not why she was crying. She would never get the chance to make it up to them. Never get the chance to hold them, to caress them. Never get the chance to tell them how she felt now. Even after all she had done, her heart felt nothing but tenderness for her two fillies.

"M... Miss Cheerilee?"

That soft little voice. It pulled at her, demanding attention. Cheerilee looked to her side, away from Diamond Tiara crawling towards the door. Apple Bloom was looking up at her. The little farm filly's eyes were trembling. She was afraid, but not afraid of her. Apple Bloom looked up at her teacher with wanting. Wanting to know everything was going to be ok. Wanting to know that she wouldn't be taken away. Wanting, just to be close to her. Slowly Apple Bloom reached out, her hoof shaking as she desperately reached for her teacher.

The door burst open, the stallion and two other ponies rushed inside. Shocked gasps rang out between the three of them as they took in the scene inside. But Cheerilee couldn't see them, her eyes were too full of tears. Flowing freely as she kept her gaze locked tightly on little Apple Bloom and that outstretched hoof. Slowly, her own shaking just as much, she started to reach out, desperately trying to get that one last bit of contact with her beloved little filly. She could feel her heart breaking apart as hooves grabbed her, pulling her away from what she now wanted more than anything else in the world.

It was already well past noon as she peeked out the window, sighing as she nudged the curtain aside with her nose. Twilight had procrastinated all day over this. She had promised Spike she would go outside today. But still, she dreaded the idea. What would she say if some pony confronted her about what had happened? How would she explain everything if some pony made the connection between her and the events three months ago? It was something she honestly wished she could keep shut up behind locked doors and covered windows. Just as she had herself this whole time.

But still, she knew she couldn't hide forever. Her friends must be worried about her. What friends she still had, that is. Pinkie Pie, Fluttershy, and Rainbow Dash had been supportive of her, if a little nervous, for the first couple months of her recovery. That is, till she shut herself away. But Rarity and Applejack...

Rarity, she knew, hated her. After what she had done, she couldn't blame the white unicorn for hating her. But Applejack? Twilight gave a slight shiver as her thoughts turned to the orange farm pony. It was Rarity's sister that she had hurt, but it was Applejack herself that Twilight had attacked. If anything, that was all the more painful to the downtrodden unicorn. With a deep sigh, she turned from her window and made her way over to her bed.

Flopping herself down on top of the covers, she looked at that tattered book. Slowly the book opened, the pages flipping by with the influence of Twilight's magic. She knew well just which pages to turn to. Just which pages each of her mares were pasted to. Her mares. She shouldn't think of them that way, especially after what Princess Luna had told her. But she couldn't help it. Every day she felt herself wanting them. Needing them.

That sent another shiver down Twilight's back. That word, even to think it. Need. She had felt need before. Felt it so strongly, it had made her go out and hurt other ponies. Hurt other mares. And now, to think that she still wanted them. Still needed them. That thought made her afraid. Afraid that she'd hurt them again. That even with the curse gone, she still needed to hurt her mares. That it had made no difference that Luna had taken the curse away. She was still the monster she had been.

'I... I don't want to hurt them again.. Especially..'

Twilight flipped the pages, soon the photos pasted there were of a certain orange mare. Twilight could feel her chest tighten slightly as she looked from one photo to the next. Her eyes slowly roaming over the mare's figure. Her golden hair, that dirty old hat. Her soft yet strong flanks, her belly with it's just barely noticeable bulge. Another tremble ran up Twilight's spine. This time, however, it wasn't from fear or loathing, it was desire.

The book closed quickly. She wanted that, needed that sweet mare again. But she knew she couldn't. She shouldn't. With a sigh she slipped the book under her pillow. It would be best if Spike didn't happen to find it. After everything that had happened, explaining to the little dragon about her little 'stash' would somehow be even more awkward. Taking a deep breath to help clear her head, Twilight turned to look to her closet. She needed to go out, if only to try and shake this melancholy that had been gripping her all this time.

Her horn glowing softly, Twilight opened the closet door and started going through what few clothes she had. Most were dresses or capes, formal wear for when she had to look more high class. A box full of socks, from when it had been the current fad. Some warm winter garments, scarfs and boots. Eventually she pulled out one simple dress. It was little more than a slip of cloth with a simple trim and sleeves. If she had worn it to any sort of formal engagement, she was sure she'd be laughed out of the place. But even still, she liked it. It was simple. It was sensible. It was her birthday dress. The dress that Rarity had made for her in Canterlot.

Twilight shut her eyes tightly as memories of happier, simpler times started to come back to her. With a shake of her head she pushed the dress back into her closet. She had other dressed she could ware to cover up her shame. She couldn't go out wearing that dress, the one that Rarity had made for her. Could she?

Slowly, the violet glow of her magic pulled the dress out again, her eyes slowly opening to look it over. She sighed softly as she looked it over. She remembered that Rarity had intended for it to be the most elaborate, most elegant dress ever seen in Canterlot. But had instead spent her entire time amongst Canterlot elite, and never actually finished the dress. With the dress floating in front of her, Twilight gently laid it out on top of her bed.

"It's just a dress... Just a stupid dress, not even half finished.."

She whispered the words softly to herself. As if they might somehow banish the memories the dress brought. She could feel the corners of her eyes grow damp as she tried to push those thoughts back. It was as if there was a battle going on inside the poor unicorn. One part of her just wanted to cry and remember all those long past memories. Another wanted to be angry at her friend, angry for being abandoned just when she needed friends the most. And another small part wanted to be angry at herself, for letting something as simple as a dress get to her in such a way.

In the end, one of the angry parts won out, though Twilight couldn't tell just which it was. Her horn glowing brightly, the coat hanger slipped out from the dress as it was levitated up. Lifting her hooves she wriggled her way into it, slipping her legs through the sleeves and her head out. Back on all fours she felt the soft, delicate fabric settled over her back and down her flanks. She made it that far, and it was a start.

With a look back, she flicked her tail gently, wriggling it out the small hole in the dress intended for a pony's tail to slip through. A little kick of a hind leg to make sure, and Twilight was sure the dress would be more than enough to cover herself. She may be stuck as half-mare, half-stallion, but she didn't have to go around advertising that fact to half of Ponyville. The dress made sure she was covered from any curious eyes. Her sudden case of modesty taken care of, Twilight made her way down the stairs and out of her bedroom.

"Spike! I'm going out for a while."

There, that should help ease the little dragon's worries a bit. Maybe, if she was lucky, she could find a nice quite place to sit for the day. Some place safely away from every pony else.

"Twilight?" Spike's voice said from the kitchen. Twilight could hear the soft clink of plates as her assistant went about cleaning the dishes. A moment or two later, the door to the kitchen pushed open, the little dragon still holding a rag in one hand and a glass in the other.

"I said I'm going out. Is there anything else?" Twilight said as she looked back to him. She watched as the little dragon's expression brightened just a bit at the sight of her stepping towards the front door.

"Um.. Well, we do need a few things from the market."

Twilight's optimistic outlook suddenly crashed and burned at those words. She turned to look forwards at the front door again. She grumbled quietly as she glared at the door, as if it was standing defiantly against her having a quite afternoon. It never was that simple, was it?

"Fine... What do we need?" Twilight tried to keep the annoyance from slipping into her words, but a tiny bit still managed to squeeze out before she could stop it.

"Well... We need bread, milk, cabbage..." Spike said as he idly began to dry off the wet glass in his hands. His eyes slowly moved above his head, as if he could see the mental shopping list above him. "Oh, and we need more apples. The ones from last week are starting to smell now."

"Alright, I'll just head over to the market and.." Her words trailed off as the list of groceries started to sink in. Everything else, Twilight was sure she'd be able to get them quickly and without too much trouble if she was careful. But apples? The stand in the market would be closed today, and that left only one place she'd be able to buy apples from. One place she'd have to walk out to in order to get them. One place she was afraid to go.

"Are... Are you alright, Twilight?"

His glass forgotten for the moment, Spike watched Twilight with fresh worry. She just stared straight ahead, her eyes wide and trembling slightly. Spike had been doing the shopping for the past few months. Taking care of it so that she wouldn't have to go out and risk running into any pony. But now, they needed apples. And where there were apples, there would be Applejack.

She could feel her chest starting to tighten. Her pace quickening as that thought ran through her head. She would have to go and see Applejack. She'd have to go and face that mare. Face her mare. Maybe... Maybe she could talk with Big Macintosh or Granny Smith instead. But that would be almost as bad. But with them, she wouldn't have to see her. Wouldn't have to think about her. Wouldn't have to feel those feelings.

"Twilight?"

Spike had started walking over, concern in his voice. It managed to pull Twilight out of the panic that was filling her mind for a moment. With a start, she shook her head.

"I... I'm fine..." Twilight swallowed hard, trying to force back the doubt about going out today. She needed to do this, if she was ever going to get on with her life. "I'm... I'm going now!"

And with that, Twilight was out the door, her saddle bags floating quickly after her in a soft violet glow. Spike stood there, rag and glass still in hand as he watched her go. With a long sigh he walked up to the threshold, taking a hold of the door handle.

"This is going to take a while..."

Dust billowed up into the air, like a malignant cloud taking off from some explosion. The sound of the heavy tome landing on the table could have easily been mistaken for an explosion. With a deep indigo glow, the age-worn bindings flipped open and moldy pages turned rapidly one after the other. Luna's silver hoof cup stamped down onto one of the pages, stopping it from turning as her magic faded from the book. The princess's brow tightened as her eyes scanned over the page.

"The inverse diametric personality principle postulates that divisions of the soul invariably develop despondent personalities relative to the originating personality. Effects of which could account for aberrations in the natures of spells involving the fragmentation of the caster's soul, resulting in undesired results. However, according to the dynamic development rule, fragments of a soul invariably develop in approximation to the originating soul, resulting in a similar, though often colored approximation of the original. Thus the nature of magics involving the soul reflect different aspects of the caster's nature. The amalgametic spirit proposal, on the other hoof- BAH! Hypothetical!"

A second cloud of dust rose up as the cover to the old, and likely invaluable, tome was closed loudly. With an angry flick of her horn, the book was sent unceremoniously through the air to land atop a pile of similarly ancient books. Any other time, Luna would have been appalled at such disregard for the great importance of these books. But right now, with her annoyance rising with every book she looked through, she couldn't care less.

She had been in the Palace Library's back room for most of the day, ever since she had awoken from that dream. It still haunted her. The spell she had cast so long ago was still active. Still seeking to fulfill it's purpose. And now it was loose.

And it was not just any spell. It carried with it a fragment of her own soul, a small sliver of the power which gave all alicorns their divinity, their immortality. It was, in a sense, a part of Luna. Then why had it defied her? It had slipped her hold, and now it was acting on it's own. But why? Luna could remember the spell she had cast so long ago. Remember the words she used, the purpose she had set it to. But this was not what she had wanted. This was not how she had intended the spell to react. She understood the old magics, knew that their ways were often unpredictable. But any spell, even one shorn off from her own soul, could be contained with enough force, enough knowledge.

But this spell had defied her commands, had broken free from her hold. And she had no idea why. Every tome she looked through, every ancient manuscript she consulted, none of them held the answers she sought. With a great sigh, yet another priceless book was shut too firmly, and shoved off of the reading table to the floor. With a roll of her eyes, Luna let her head meet the table face first, her elegant horn jabbing into the table in front of her as her forehead pressed against it.

"Ugh! Why does this always happen to me?"

Her frustration was forgotten for a moment as she heard the door to the archive's back room open, and the soft sound of hoof steps reached her ears.

"Luna? Are you in here?"

The voice was a familiar one. She could hear those hoof steps drawing closer to the table she was seated behind. Through the stacks of old books, and around the piles of discarded tomes, Celestia wound her way towards the back of the room.

"Tia? What are you doing here?" Luna asked as she slowly lifted her head up from the table. Her sister had a look of concern upon her face, her mane gently brushing dust off of the old books as it flowed about in the ever present astral wind. Slowly Celestia made her way up to the table, looking down at her sister with a worried expression.

"Luna, just how long have you been back here? The guards said you came here just after morning and gave orders you were not to be disturbed."

With a sigh, Luna just shook her head, placing a hoof over her eyes.

"Oh, Tia... I think I've messed up. I was so sure I had fixed everything. So sure I had everything under control. But now it's loose again.." And with that, Luna's head met the table again, this time with both hooves covering her face.

"Sister, you don't mean.. Is.. Is Twilight in danger?" Celestia said with a gasp, covering her mouth with a hoof. Luna slowly shook her head from side to side, letting her hooves slip from over her eyes.

"No. I.. I don't think that Twilight is in any danger. At least, I don't believe she is. This spell, it's acting strange. I thought I had contained it, bound it away within myself. But somehow it has broken free, and I have no idea where it has gotten to."

Celestia took a moment to consider her sister's words. Slowly she walked around the table, reaching out to gently place a hoof on Luna's shoulder. The moon goddess's eyes slowly lifted up to look to Celestia, the elder sister would tell that Luna was more troubled by this than if it was simply the case of an out of control spell.

"Sister, tell me what's wrong. I know that there is something you're not telling me." Celestia said with a soft smile. Luna looked into those amethyst eyes with her own turquoise ones. Slowly she shook her head, closing her eyes as she tried to keep them from watering.

"It... It's not just that the spell has gotten loose.. It's.." Luna sighed, hanging her head. "I feel like I've let you down again, Tia. You trusted me to take care of this. To make everything right again. And now, all I've done is mess things up all over again."

Celestia watched as slowly, a single tear started to roll down her sister's cheek, falling to stain the aged wood of the reading table. Her hoof slowly slid around from Luna's shoulder, moving up across her cheek, gently brushing away the moist trail left there. Luna's eyes slowly opened, they were downcast, heavy with regret.

"I don't even know how the spell broke free of my bindings..."

"Luna." Celestia's voice was gentle, yet firm. It brought Luna's eyes up from the table to look upon her. The kind smile had not once left her face. "How many other spells do you know of that have lasted for a thousand years?"

"A thousand years?" At first, Luna was perplexed by this. It was an odd question, but she knew the answer. There were only two spells she could think of that had endured for so long. "Well... The only ones I can think of are the spell which entombed Discord in stone.."

"And?"

"And..." A little shiver ran up Luna's spine as she thought about the other spell. It was one with which she was all too familiar. Her voice was soft and small as she named that spell. "The spell which banished me to the moon..."

Celestia winced slightly as her sister phrased her answer so. Even now, it was still a tender nerve for the elder alicorn. She knew that, despite everything that had happened, some small part of Luna still resented what had been done to her. Or rather, what had been done to Nightmare Moon. But now was not the time to bring up old wounds. Not when there were even older problems to be delt with.

"And just what do those two spells both have in common?"

"They were both cast using the Elements of Harmony.." Luna said, tilting her head with a confused look "But sister, I don't understand. What does this have to do with my spell?"

"Luna..." Celestia sighed, shaking her head slowly "The Elements of Harmony are the most powerful artifacts known to ponykind. Not even we know just where they come from, or just what gives them their power."

As she spoke, Celestia slowly stepped around the table, taking care to avoid placing her hooves atop the many ancient books scattered about the floor. Luna watched as her sister's flowing tail gently flicked about in the immaterial breeze, rustling brittle scrolls slightly as it went.

"The fact that any spell not cast using the Elements, even one cast by us, could last for so long is astounding." Celestia turned to look to her sister again. The elder sister's smile betrayed the little swell of pride she felt as she considered her words. "To think that any spell could last for so long without any sort of changes taking place is a little crazy, don't you think?"

"Sister... Just what are you saying?" Luna blinked, slowly starting to realize what Celestia was getting at. "Do you mean... That his is no longer the same spell I had cast all those years ago?"

Celestia nodded to her sister's question. Luna's brow tightened in thought, if what her sister said was true, then there was no telling just what the spell would be capable of now. The old magic had a way of thinking for itself. But it was always constrained by it's original purpose. Now, after so long, the magic had changed. It's desire to fulfill it's purpose had grown, matured. It was almost as if...

"You... You mean my spell has become alive?"

"In a manner of speaking." Celestia nodded to that, raising a hoof to place upon the table as she regarded her sister. "Luna, a part of your soul broke off when you cast that spell. And over all these years, that tiny fragment has grown. It has wants and desires of it's own now. In a way, it's almost a whole other pony unto itself."

"Then.. Then how do we stop it? Should we call for the Elements of Harmony?" Luna asked, hopeful that there may still be some way to put a stop to all this, before any pony else was hurt. But her hopes started to sink as Celestia simply shook her head.

"No. I'm afraid this isn't something the Elements can simply stop. This isn't an issue of harmony gone awry. I'm afraid, dear sister, that you will have to seek answers some place other than the Canterlot Archives."

"But... Where?" Luna asked. In her heart, she could feel a sinking sensation. Some part of her was telling her that there would be no quick and easy end to her burdens.

"I think, you will find your answers out there..." Celestia turned, looking off to the side. Luna followed her gaze, turning to look out of a small window. There, beyond the thick, age-fogged glass, she could see the valley beyond the mountain on which Canterlot was perched. "Amongst the ponies who's lives are now intertwined with the spell's."

The flyer fluttered slightly in the breeze, as if it wanted nothing more than to be cut loose. To flip and glide amongst the currents that drifted down the street. But the scrap of paper's dreams were tied down, nailed in place by nought but a single tack, holding it firmly to the bulletin board where it had been posted. As it struggled in vain to escape the cruel fate which held it firmly, the warm sunlight which had been shinning upon it suddenly darkened, the shadow of a pony falling upon the helpless advertisement.

"No. Way!"

The sound of delight rang out as the flyer was suddenly grasped, trapped between excited teeth which tore it bodily from the bulletin, a small scrap left behind, leaving a ragged wound in the poor sheet. Again it flapped about in the wind, still unable to reach the freedom it seemed to want so dearly. Only this breeze was not the lazy wind which drifted about at random. It was the sudden surge of air, pushed forth by two strong, cerulean wings.

"This is so AWESOME!"

The pegasus almost squealed in glee as she held the flyer tightly between her teeth. With a strong beat of her wings, she took off down the street, her chromatic tail fluttering behind her, leaving a quickly fading streak of color as she went.

Chapter 10

Twilight's Midnight Violations

a Shameless Clopfic

Chapter 10

The weight of her saddle bags pulled on her dress, the groceries they held causing the fabric to bunch up and pull tightly across her flank. Thankfully, at the moment that just helped add to the cloth that was serving to cover up Twilight's secret. Her trip to the market had gone better than she had expected. No pony seemed to notice or even care that she was dressed, even on such a warm day. As she made her way down the dirt road, she glanced up at the sun overhead. Today was warm, but she knew it wouldn't last. Fall would be starting soon, and the days would soon grow cooler. But perhaps that was a good thing. Most ponies tended to actually wear clothes when the weather turned cold, and it wouldn't seem as out of place for her to go about clothed all the time. Maybe she'd actually go out more then. After all, nothing had gone wrong so far today.

Of course, the day wasn't over yet. And she still had one more stop to make. One more errant, which she dreaded more with every step her hooves took down the dusty trail. With a glance back over her shoulder, she saw the buildings of Ponyville proper in the distance. A sigh escaped past her lips as she let her head hang slightly.

"Ugh.. I really wish I could put this off, but..." She turned to look down the dirt road, along the simple timber fence and the light plum barn roof in the distance. "Spike's right. I need to get this over with. I can't just avoid all my friends for the rest of my life."

With a deep breath, Twilight continued on her way down the road. Every step she took, she could feel her resolve starting to waver. As if the closer she got to Sweet Apple Acres, some horrible force was slowly sapping her strength. Twilight knew what this force was. It was doubt. Doubt that this could have anything but a sad ending. Just what did she expect to happen once she reached that farm house? That Applejack would forgive her? Would still be her friend? Be her mare?

With a shake of her head, she looked up at the red barn looming closer. How could Applejack forgive her? She couldn't even forgive herself for what she had done. She regretted every moment she spent in the grip of that curse. That 'blessing'. But despite this, she could feel something else gently prodding from the back of her mind. Some small part of her that did anything but regret. A small part that almost wished for those times again. For the freedom and certainty she had. For the indulgence in sensation. For her mares.

Her eyes more intent on the ground than her destination, Twilight slowly made her way through the open gate in the fence that surrounded the barn yard. With a deep breath to help steady her nerves, she slowly looked up, her eyes coming to rest on the front porch of Applejack's home. With a mixture of disappointment and relief, the orange mare was nowhere to be seen. Only the quite sound of a rocking chair greeted the unicorn as she made her way up towards the porch. The green, elderly mare looked up from the knitting she was occupying her hooves with.

"H-hello, Granny Smith." Twilight said, her voice shaking a bit. She knew this wouldn't be easy, but at the very least, she wouldn't have to see her. Right now, Twilight didn't think she could handle having to confront Applejack herself. Even if her family was just as likely to hate her, at the very least she'd be able to keep her own panic in check. "I... I was hoping I'd be able to purchase some..."

Twilight's voice trailed off as she watched Granny Smith. The old mare's knitting was forgotten as the slow rocking stopped. Twilight could feel a lump forming in her throat as she looked into the old mare's eyes. The cold, angry glare was enough to make the unicorn's knees grow weak, and give her the sudden urge to take off back towards down. Slowly Granny Smith stood up from her rocker, turning to slip back into the farm house. Twilight watches, staring after the old mare for a few moments, wondering if it would be best just to head home when the door started to open again.

"Ah don't see why you can't deal wiff 'em iffen they just want ta buy some apples"

That voice made Twilight's heart pound in her chest suddenly, and the blood drain from her limbs. Her eyes grew wide as she watched that orange mare, her mare, step out through the door, looking back over her shoulder as she called back into the house before turning to see who it was that had come calling. As she turned to see who it was, that dusty old stetson still perched atop her head, Applejack's eyes grew wide and trembling, her mouth hanging agape.

Two things rose in Twilight at that moment. The first was panic. This was what she had been dreading all day, the confrontation with the one mare she longed for most yet feared to meet more than any other. This was it, the moment where she faced all the wrong she had done months ago. The second was need swelling down bellow, hidden under her dress for the moment. Try as she might, her shaking eyes couldn't help but roam over Applejack's figure. She looked as radiant as she did when Twilight first nuzzled at that warm flank. She drank in the sight, unable to keep from roaming over the heavy swell that now burdened her mare's midsection. It was the fruits of her misdeeds, but Twilight still felt the desire to caress and nuzzle the curve of that belly. To let her lips slowly play over her mare's stretched hide and feel the warmth inside pressed to her cheek. The mix of fear and lust swirling around Twilight's mind came to a sudden halt as Applejack finally found her voice.

"Tw... Twilight... Why... How..." Twilight watched as emotions played over Applejack's face, her features contorting into shock and longing. The farm pony's mind raced as she tried to get a grip on what was happening. Just why had Twilight come here? Had she come to take her away? Was she going to be taken away from her family? Her farm? Her responsibilities? Eventually Applejack's expression shifted, slowly her surprise at seeing the unicorn here gave way to a stern glare of anger. "W-Whut are you doin' here?!"

Twilight winced as she heard the tone of Applejack's voice. It was angry, bitter, and forced out like an apple too big for the juicer. Applejack placed her hooves firmly on the porch, her stance wide, in part to support her growing bulk, but also to lend credence to her anger. Twilight glanced down at the ground in front of her. She had to say something. But what could she say? She wanted to apologize, to take back all the pain she had caused her friend, her perfect mare. But she knew nothing she could say would make things better between them. With a hard swallow to push back the lump in her throat, she lifted her eyes back to the still trembling eyes of her friend.

'Just do what you came here to do, Twilight. Just get through this, and you can go back to your quite library. Back to hiding from what you really want.'

"A-Applejack.. I... I just came here to-"

"To whut? Ap'po'li'jize?" Applejack cut her off, her voice ringing loud and harsh, drawing out the syllables as if each one was a curse she struggled to get through. "Lil' late fer that, ya think? Maybe ya shoulda' done that a'fore ya went 'n got me pregnant!"

That felt like a knife shoved into Twilight's gut. The Princess had said that Applejack was given the choice. To keep Twilight's foal or give it up. But now, to hear her say that. Had she been wrong? Had Applejack changed her mind? She could feel moisture starting to gather in the corners of her eyes.

"Applejack, please.. I.. I just-"

"Just git!"

'Just tell me ta go with ya, Twilight..'

Applejack could feel her resolve starting to crack. She wanted to hear it, wanted to have the responsibility taken away. Wanted to be told she could be that trembling filly again. But she knew she couldn't. She couldn't leave everypony that depended on her. Every pony that expected her to be responsible. To be strong. Just like her Ma was. She knew that, inside the house, listening to every word, Granny Smith was waiting. She knew Granny expected her to be a strong mare. A proper Apple mare. She was sure her brother felt the same. That Applejack had to be the strong one, even now.

But why did she want nothing more than to run off and leave it all behind?

She watched as Twilight's mouth moved slowly, trying to find the words to say, but in the end she just turned, her eyes shut tightly as she started to head back towards the gate and the road back to Ponyville.

"I... I'm sorry.." Twilight's voice was little more than a whisper as she started off. She could feel tears starting to run down her cheeks. Applejack, her sweet mare, hated her. It felt as if Twilight's whole world was torn apart.

"G-go on now, git!" Applejack's voice called out, but it was shaking, wavering as her anger started to fade. She couldn't keep it up any longer. Every hateful word she spouted, they felt like thistles raked across her tongue. She didn't want to say them, but she knew she had to. She had to be strong. "You git now, a'fore Applebloom has ta see ya!"

She watched as Twilight slipped out the gate and headed down the hill, following the timber fence as the road lead back towards Ponyville. Applejack's legs were shaking, her knees loosing their strength as her ears drooped and her head sank. She could hear the soft patter as tears started to splash onto the porch, and feel the trails they left down her cheeks.

Every step she took, it felt like a jolt of pain raced up from her hoof, up her leg and into her chest. Twilight knew there was nothing wrong with her hooves, there was nothing making them hurt. But the pain felt real all the same. At that moment, just the simple act of living seemed to hurt. The one mare she wanted, the one last hope she had for some sort of happiness out of all this, truly hated her. Her eyes never left the road in front of her as she slowly walked away from the farm. She didn't care if she ended up wandering off the wrong path. Inside, she already felt lost.

'This is the end of it all then, isn't it?'

Twilight's mind was the first thing to wander. Some small part of her had hoped that, somehow, this could all have had a happy ending. That, at the very least, she could still have friends. Maybe even get to see her foals grow up, even if they didn't know who their sire was. But now, that was all gone. Everything she had was gone now. First her morality and decency were taken from her. It had cost her her happiness to buy them back, but now her friends, her family, even her will to go on had been taken from her.

'I don't know what to do anymore... Maybe... Maybe I should just leave...'

She thought about that. There really wasn't anything left for her here in Ponyville anymore. At least, that's how it seemed to her. Nothing but painful memories and ponies who used to be her friends. Could she move away and escape the pain? Some place where no pony would know who she was. Where no pony would remember what she had done. Spike could live with Fluttershy, or maybe finally move in with Rarity, like he has always wanted to do. Twilight doubted the princesses would even notice she was gone.

Slowly Twilight lifted her head to look up into the sky, the sun making it's march towards the mountains and the horizon. This could be the last sunset she sees in Ponyville. The last time she looked upon Celestia's sun in the place she used to call home.

'Goodbye, Ponyville.'

Ponyville seemed to cough in her general direction. Or rather, some pony did. It took Twilight a moment to realize it through her melancholy. Looking about, her eyes eventually settled on a particular red stallion.

"Oh! B-Big Mac.." she said, a bit nervously. "It's alright... I... I'll leave. You don't have to trouble yourself..."

Big Macintosh just looked at her with his calm demeanor, his shaded eyes looking her over for a moment before he took a couple steps towards her. As the large stallion drew closer, Twilight could feel a twinge of panic in her chest. She was sure he was upset with her, how could he not after what she had done to his sister? But just how upset was he? Big Macintosh wasn't the violent type, at least, Twilight didn't think he was.

"Twilight." Big Macintosh said simply, nodding his head down the road, gesturing for her to continue on her way. It took Twilight a moment to get the hint. With a nervous first step, her eyes still watching the red Apple stallion, she started back on her course to Ponyville. A moment later, she could see him following her. Or rather, catching up. Soon he was walking right next to her, his eyes intent on the road ahead of him.

Onward they walked together, not a word passing between the two of them. Eventually Twilight's nerves got the best of her, and she found her eyes moving to look over her traveling companion. He looked a bit dirty. He was probably working somewhere in the field just beyond the fence when she passed by. Her eyes slowly trailed down his body, taking in the way the powerful muscles moved just under his hide. Twilight could feel a blush starting to tint her cheeks. He was, in every way, a sublime figure of power and strength.

She knew she shouldn't be thinking about him that way. He was, after all, Applejack's older brother. But she couldn't help herself. Twilight had found herself thinking many things she would never have considered before, at least not before she had ruined her life. Despite it all, it gave her some slight comfort. That she could still think of a stallion in that way. As strange as it might seem, it was comforting to Twilight that she was still, in some way, a mare. Eventually, the silence had become unbearable for her. She looked back up to Big Macintosh's eyes, her lips moving for a moment as she searched for what to say.

"Big Mac... I... I'm sorry... I just wanted.."

"Twi?"

Big Macintosh turned to look at her as they both continued walking, cutting short Twilight's apology. She looked away, a bit embarrassed and more than a little frightened. This was it, she was going to get yelled at by him as well, wasn't she?

"Twilight, ah wanted to talk to ya. Been meaning to ask ya something." Big Macintosh said as he turned to look ahead once again. Twilight was taken aback by this, this was not what she was expecting at all.

"Um.. O-Ok.. What did you want to ask?" She said, still a bit nervous as she looked back up to the large stallion. Big Macintosh wasn't one for conversation usually. He was a pony of few words, but Twilight took note of how calm and level his voice was. He was also quite well spoken, which surprised the unicorn, having been used to Applejack rather thick drawl.

"Ah wanted to ask, just what did ya do to my sister back in the orchard that night?"

Twilight could feel her cheeks turning as red as Big Macintosh's coat as she heard that. The memory of that fateful night flooding back to her suddenly, making her tremble, partly from fear, partly from arousal. She looked away, too embarrassed to look her former friend's brother in the eye now.

"I... I thought you knew.." She said, her voice just above a whisper as she could feel her cheeks burning. "Didn't the princess explain it to you?"

Big Macintosh nodded slowly, glancing over to the embarrassed unicorn. He knew everything that had happened, Princess Luna had made sure to explain just why Twilight had been acting so crazy those months ago. She had wanted to make sure that none of Applejack's family tried to take matters into their own hooves. To try and allow Twilight to get on with her life. But that wasn't what the stallion was wanting to know. It still didn't explain everything for him.

"Eeyup. She told me ya had been cursed. Gone all crazy in the head, and all stallion in the loins." That just made Twilight's blush deepen. Though it shouldn't have surprised her that Big Macintosh would know about that. After all, his sister was now pregnant, and it was pretty obvious who the father was. But to hear it described like that, it seemed so simple, and so embarrassing. "But that's not what ah meant. Ya'll did something to my sister, and now she ain't acting like her old self no more."

Twilight stopped in her tracks, her head hanging low as her eyes drooped. Big Macintosh continued ahead for a couple more steps before stopping and turning to look at the sullen unicorn.

"I... I'm sorry, Big Mac." Twilight sighed, taking a deep breath as she closed her eyes. She could feel tears starting to form again. "I.. I hurt her. I'm truly sorry.."

Big Macintosh just looked at her, a slight tilt to his head. The pain Twilight was feeling was plane for him to see. If anything, he thought, Twilight seemed more hurt than his sister did. Slowly he chewed at the sprig of straw in his mouth before simply shaking his head.

"Nope. Ah don't recogn that's it, Twi." Twilight's eyes slowly lifted as she heard that, looking up to the stallion with confusion. "Ya'll didn't see her that night. Or every night since. She ain't been acting hurt. She's been acting like she wants something."

"Big Mac... I.. I don't understand." He didn't seem to be making any sense. Of course Applejack was hurt. She sure sounded like she was, didn't she?

"Ah think ya know what it is she's been wanting, Twi."

"N-no.. You're wrong..." Twilight shook her head, her voice trembling. "She... She didn't even want to see me.. She hates me. She... She sounded so angry.."

Big Macintosh shook his head again, flipping his straw from one side of his mouth to the other as he turned and continued down the road. Twilight watched him go for a moment, her mind turning over what she had just heard. Applejack sounded furious. Sounded so hateful. But Big Macintosh, her brother, he was saying she was wrong. Could he be mistaken? Could there be something more to this? Her hooves kicking up a small cloud of dust, Twilight raced to catch up to the big Apple stallion.

"She ain't angry, Twilight." Big Macintosh glanced to his side as the unicorn caught up to him. "She's hurt, but not like ya think."

"But... But what she said.." Twilight gasped softly, looking up to Big Macintosh. Her eyes were wide, and just a big hopeful. "She.. She wouldn't lie.. Applejack's too honest to lie, even about that."

"Eeyup. She's honest." Big Macintosh said, sighing a bit as he continued down the road. "Honest with every pony. Every pony, 'cept herself..."

Twilight could do little more than stare at Big Macintosh. Could he actually be serious about that? Applejack, the most honest pony she knew, had been lying to herself? After a few moments, he continued, nodding his head slightly.

"Ya'll didn't see her after that night, but Ah did. Ah hear her every night in bed, crying for somepony. Every morning, lookin' like a lost puppy." He turned to look at Twilight, and their eyes met. He could see how confused she was, how what she was hearing was clashing with what she had thought she knew. Twilight could see the honesty in Big Macintosh's eyes, but also the concern. He was worried for Applejack, and this was how he intended to help her.

"But... But why? If... If you're right, why did she say those things?" Twilight had to take a deep breath, forcing back the emotions as she thought about Applejack's words. "Why did she sound so angry?"

"Cause she's an Apple mare. Just how every pony expects her to be." Big Macintosh said. He looked off ahead of them, Ponyville was coming into view now over the hill. "Every pony depends on Applejack to be strong. Just like Ma was. She'll put everything aside, even what she wants more than anything, all for other ponies."

"So... So what should I do?" Twilight's voice was hopeful. If it was true, if everything she thought was wrong, she may just have a reason to go on with her live here in Ponyville.

"Ah think ya know what ya need to do, Twilight." He said as they crested the hill. Down ahead of them, was Ponyville. It's shops and homes beckoning to the two ponies. They both stopped at the top of the hill, Twilight looking up to the taller stallion with wide eyes. Slowly, those eyes lowered.

"I... I c-can't.."

With a great sigh, Big Macintosh sad there in the road, shaking his head.

"Twilight... Ya'll know that's not true."

"I just cant, Big Mac!" Twilight winced as her voice almost rose to a shout. After a moment she spoke again, this time little more than a whisper. "I... I can't risk hurting her again."

"Twi..." Big Macintosh leaned forwards, looking intently to the unicorn. "What makes ya think ya'll would hurt AJ?"

"I... I just know.." She said, hanging her head as she squirmed a bit, sitting down to try and calm herself. "I... I can feel it... I can feel that I want to.."

Slowly Big Macintosh reached a large hoof out, placing it gently on Twilight's shoulder. That brought her head up again, looking up into the gentle face of the large stallion.

"Twi, just what is it you're feeling?" He said in his deep, gentle voice. Twilight chewed the inside of her lip as she considered that. Just what was she feeling? She had been afraid to consider such things. Every longing she had, every desire that started to rise, she had been afraid of them. Too afraid to consider just what it was she wanted so badly.

"I... I'm not sure." She said. She closed her eyes, a slight tremble running up Twilight back as she thought about how she felt. How every moment she could feel that something was missing. That something she wanted was gone. "I feel... Feel that I want something. I want her.. But I don't want to hurt her. I don't want to take that risk."

A slight whimper left Twilight's throat as she closed her eyes tightly. She was scared. Scared of what she might do if she let her wants and needs get the better of her. She could feel Big Macintosh's hoof, it was gently rubbing at her shoulder.

"Twilight, do ya get that feeling when ya look at other mares too?" Twilight nodded slowly to his words, her eyes still closed. He was right, she did get those feelings for other mares. They were nowhere near as strong, but they were there. She would feel a warmth in her chest, and a slight throb deep in her sheath. Feel her pace quicken slightly and her mouth grow moist. "Do ya feel all hot, and get all squirmy and such 'tween ya legs?"

Again Twilight nodded, as if Big Macintosh was reading her memories, her thoughts. Slowly she let her eyes open, greeted by the sly smile curling the big stallion's lips.

"How... How did you?" Twilight started to ask, puzzled that Big Macintosh could know exactly how she felt. But the big Apple stallion just chuckled, his hoof still on her shoulder, rocking the smaller unicorn slightly.

"Twilight," Big Macintosh said, still grinning happily to her. "Ya'll just one of the boys." He said with a little wink to the unicorn, letting his hoof slip from her shoulder.

"Wait... You mean?" Big Macintosh nodded to Twilight's question, and it all started to seem much clearer to her now. These feelings, these urges. They had been strange and frightening to her. Strange and frightening because they were the urges and feelings of a stallion! They had been the same urges she had felt when the 'blessing' had taken control of her, but they had been more intense, more overpowering. But now, they were no different than any other stallion's. For the first time in a long while, Twilight felt more sure of herself. And, funny enough, she felt a bit more respect for Big Macintosh now.

"Ya'll figure them out. Every colt does. Just takes time." The big stallion said, still smiling pleasantly to her. Twilight couldn't help but blush a bit at that. Big Macintosh did have a point. If anything, now that she considered it, she was quite a bit like a young colt now. And like many colts, she had let her confusing and unfamiliar feelings get away from her.

"Th-thanks..." Twilight said softly, her cheeks starting to redden again from embarrassment. To think, all her difficulties, all her worries, they all boiled down to something so simple. Something that so many young ponies go through every day. Right then Twilight felt like a total foal. All her fears were over a simple fact of growing up. Well, not quite all her fears, but a good portion of them. She looked over as Big Macintosh stood up, turning to head back to Sweet Apple Acres. He looked back over his shoulder to Twilight, nodding his head towards Ponyville.

"Ya'll be just fine. Go on home now and think things over." He said before starting back the way they had came. Twilight sat there and watched him go for a while. He was right. She had grown up a filly. Gone through the changes and feelings that a filly goes through as she gets older. But now, she had to grow up as a colt as well. The strange urges, the confusing feelings. Every colt grew up learning how to deal with them. But now, she had to learn how to work them into her adult life as a mare. Or rather, as a stallion and a mare. Twilight had a feeling her life was going to be much more complicated than it had ever been. But even so, now that she knew what it was she was feeling, knew that it could be dealt with, she had hope. And hope could be all that she needed. At least, all she needed to see herself through.

With a sigh, feeling a bit lighter than before, she turned back towards Ponyville. As she looked down the hill towards her home, a shadow passed over her, there and gone in a moment. Looking to the sky, she could see a small, dark shape moving against the orange glow of the afternoon sun. A pegasus heading from Ponyville, in the direction of Sweet Apple Acres. Wondering what the pony could be off to do, Twilight made her way back into town.

The walk into town had given Twilight some much needed time to reflect on things. For the past three months, she had been living with a constant dark cloud hanging above her head. But now, it felt as if at least part of that cloud had been blown away. It seemed so simple when she thought about it now, after having Big Macintosh explain things to her in that simple logic he seemed to be so adept at. This whole time, she had been looking at her 'condition' from the perspective of a mare. A mare wholly unprepared for such things. But now, she knew she had to take a look from a quite different perspective.

She was a colt now. A young colt, at least in part. She had to start looking at her problems from a colt's perspective. As she made her way through town, she couldn't help but blush a bit. She was a very well endowed colt, which probably just made her problems that much worse. With a little giggle, she wondered if she'd start taking an interest in sports and getting dirty all the time.

"Hmmm... Nah, hehe!"

Twilight giggled. It was probably the first time she had made the sound in weeks. It felt good. It felt as if her spirit was freed of a heavy weight that had been pulling it down for so long. She let the happy feeling flow over her, letting it ebb to and fro slowly till it faded on it's own. As her pleasantness started to lessen, she took the moment to look at things more seriously. She still had problems she had to face. Her life wasn't back to normal just yet, and it probably would never be. But now she could feel a bit better about herself. For the first time in ages, she was sure she wasn't some monster. That she wouldn't be a danger to her friends. Now, she just had to convince them of that fact.

She glanced back along her flank as she made her way around the outskirts of town. The library was across town from the road leading to Sweet Apple Acres, and she wanted to make sure her dress was still doing it's job of keeping her covered. With a little sigh she flicked her tail, ruffling the fabric with it a bit to make sure it hadn't bunched up or become stuck in any reveling way. Despite her new-found outlook, she still didn't feel comfortable with walking around town exposed. She wondered if any stallions ever feel this way about being uncovered. With a sigh, she guessed that it was just something natural for them, being born that way. Twilight still wasn't that used to the idea of having extra parts. But it wasn't just her embarrassment that kept her wanting to cover up. It was the fear of another pony seeing her like that, then connecting her 'condition' to what had happened three months ago. With another flick of her tail to make sure, she made her way down the street.

Twilight's mind wandered back to her friends. She still had thoughts about them, thoughts she probably shouldn't have. But they were still her friends, at least most of them were. They were important to her in ways besides as mares. And she wanted to have them back, more than anything. Well, almost anything. She knew Pinkie wouldn't hold anything against her. Honestly, she doubted that pony could hold a grudge about anything. Rainbow Dash and Fluttershy probably wouldn't have any problem with her, though she knew that Fluttershy would probably still be nervous around her. But then, Fluttershy was nervous around everything at first. Twilight had to shake her head, her mind wanting to bring up rather inappropriate thoughts about how cute the yellow pegasus looked when she was frightened. With a sigh, she brought a hoof up to her head, rubbing at a temple. She was still having trouble with thinking about her friends in ways she shouldn't. But at the very least, now she knew her thoughts weren't dangerous. She was just thinking like a colt. A very horny, hormonal colt, but still just a colt.

But Twilight knew that fact wouldn't help smooth things over with two of her former friends. At least, she knew one of the two wouldn't care that she had found a new way to deal with her strange new feelings. With a sigh, Twilight turned a corner, heading back out towards the edge of Ponyville. It was actually quicker to go around town to the library, rather than weaving through streets and back allies to get back home. She knew Rarity wouldn't even give her the chance to explain herself. And just how could she explain what she had done? If anything, Twilight knew there was nothing she could do that would make Rarity forgive her for what had been done to her sister. But Applejack, perhaps there was some way things could be patched up between them. Big Macintosh had given her some small hope that Applejack didn't really hate her. It seemed crazy, but then crazy seemed to be in season lately.

"I guess... Maybe it'll just take some time..."

Twilight said to herself softly as she made her way around town. Up ahead, she could see the local schoolhouse. School had long since let out for the day, though one might not think that to look at the little red building. A small crowd of ponies had gathered outside for some reason. Twilight tried to think, she didn't remember hearing about any sort of after school event going on today. She watched the crowd milling about for a few moments. She really should head home, though it was nice to be outside after so long, she still knew that the longer she was out, the greater the chance of some pony noticing what she was trying to hide. But there had to be some reason for so many ponies to be gathered out in front of the school. Perhaps she could risk it. Just get close enough to find out what all the fuss was about. Eventually her curiosity won out over her caution, and the purple unicorn quietly made her way closer to the gathered crowd.

Her hoof steps light and careful, Twilight slowly drew closer to the ponies milling about outside of the schoolhouse. She could hear them mumbling amongst themselves, their voices too hushed for her to really make out what was going on. The crowd was pressed close, too close for her to see between them at what was just so interesting, and Twilight started to realize just how many ponies were gathered here. It certainly wasn't the entire town, but Twilight guessed that it was most of them. Slowly she made her way around the outside of the crowd, all the while her ears perked, trying to pick up some conversation or see just what it was that had drawn so many ponies.

"Didn't you hear what happened?"

She didn't recognize the voice, but Twilight heard it clear all the same. She looked about, it hadn't come from the crowd, but rather two ponies standing off to the side. The two young mares were dressed, though more for fashion than purpose, like Twilight. One shook her head to the other.

"No. What's going on?"

Twilight quietly made her way closer, stepping close to some bushes, trying to make it not so obvious she was attempting to listen in on the conversation.

"Really? Well, from what I hear, the school teacher attacked two of her students!"

"No! W-what happened?"

That made Twilight stop in mid step. Twilight knew Miss Cheerilee. She had always considered herself friends with the teacher, seeing as they both had an interest in academia. Twilight found it hard to believe that Cheerilee would ever hurt one of her students. That is, unless...

"Well, I heard she assaulted them... Sexually." The one pony nodded to her friend's shocked expression. She continued, "Even heard she got some perverted unicorn to cast a spell on herself. Made her like a stallion and everything."

"G-geeze... Who'd be sick enough to do something like that?"

The two mares continued to gossip about what had happened, but Twilight couldn't hear them. She was too busy trying to keep her panic from sending her screaming from the scene. This was bad. No, this was very bad. Now there was another pony out there attacking mares? Not just any pony, and not just any mares. If what she heard was true, then Cheerilee was attacking foals. Raping foals! Right at that moment, Twilight's positive outlook turned very negative indeed. How could this be happening? Luna had made sure the curse was gone, didn't she? If so, then how did this happen? Was there really some unicorn out there casting spells to turn other ponies into rapists? Would anypony suspect her? Would they connect this to what Twilight had done three months ago?

Twilight could feel her hooves fidgeting on their own, the urge to flee growing stronger as she glanced about at all the other ponies. None of them were paying much attention to her, but that didn't stop her imagination from running away with her. Twilight could picture the ponies in the crowd, her name passed amongst them as the one responsible for what had just happened. All that seemed to be missing were the pitchforks and torches. She could feel her heart starting to pound and her breaths growing quicker and quicker.

'Just... Just calm down, Twilight.' She thought to herself, trying to ease her frantic breathing. 'There's nothing to worry about. There's no way any pony could know. None of them could ever suspect you of being involved with this.'

"Hey, Twilight! I was just-"

"GHAA!"

With a panicked cry, Twilight took off. Her dress fluttering about her hips as she raced down the street, making a beeline for the library. She didn't even bother to look back and see who it was that had called out to her.

Rainbow Dash just looked after the fleeing unicorn, perplexed as she watched Twilight disappear behind the buildings further into town. Just what had gotten her so worked up?

"Um... Ok.." The pegasus said as she looked around for a moment. With a shrug she reached back, nuzzling under her wing at the rolled up paper tucked securely there.

"Well, it's not like I really need Twilight's help." She said as she pulled the paper out and unrolled it, the flyer sporting a winged lightning bolt, emblazoned over top a large, ornate compass symbol. "Heh, I know all the book good enough anyway. I got this contest in the bag!"

With a smug grin, the rainbow pegasus rolled the flyer up again, slipping it back under her wing as she headed back into town.

The little bell rang out clearly and softly, it's delicate chime announcing little more than the opening of a door.

"Please, come again! We are always open!"

The pink mare said with a smile, her azure eyes twinkling as she held the door open for her two customers to step outside. As the two mares made their way out of the spa, Lotus gave a relaxed sigh. Letting the door closed, she reached up and pulled down at the shade with her teeth. A little push of her hoof and the door's lock closed soundly.

'Always open, except when it iz closing time!'

She thought with a little giggle. It was always a pleasure to have such delightful customers, but the spa pony always looked forward to the end of the day. Most ponies had no idea how hard it was to make sure that every pony who came through the spa had a wonderful, relaxing experience. More often than not, while the customers relaxed, those ponies working at the spa became more tense and exhausted. But now, Lotus could forget about all that, and worry about her own relaxation. That is, if she didn't hear the muffled dragging sound coming from behind her.

With a sigh, Lotus looked over her shoulder. Her sister was still busy, dragging a towel, which she had piled with more towels, across the front room and towards the laundry. As Aloe continued to work, Lotus looked her over for a moment. Her coat was as blue as her own mane, and Aloe's mane matched almost perfectly her own coat. Anypony who saw the sisters could instantly tell they were twins. And Lotus loved her sister very dearly. She just wished she would listen when she told her something.

"I told joo not to overwork jor self!" Lotus said with a frustrated sigh as she trotted over, moving to nudge her sister away from the towels. As she gently bumped against her, Lotus could feel the new bulk around Aloe's middle. It brought a slight blush to both their cheeks, the gentle contact between the two sisters. Aloe had been putting on weight, which was to be expected. Lotus didn't like to think about how she ended up that way, but the way that Aloe almost seemed to glow at time, the way her smile seemed to have that added sparkle. She didn't think she'd want her sister to be any other way. "Joo have ta be careful now."

"I know... I just vanted to finish dis." Aloe said with a sigh, eventually letting her sister take over the laundry. She made her way over to one of the couches set up for ponies waiting to use one of the baths. With a little groan, she stretched herself out onto it, gingerly settling her belly down onto the soft cushions. She wasn't very heavy yet, not too far along, but already her foal was starting to take it's toll on her. Her hooves would ache a lot, and the added weight was already starting to make things difficult for her around the spa. Aloe looked over to her sister, watching as Lotus hefted the pile of dirty towels up onto her back and started towards the laundry room. "Joo don't have ta do dat... Just let me rest a bit."

"Joo do too much already, Aloe."

"Ja, I know but..."

"I'm heading home now!"

Aloe's reply was cut short as a voice called to her. Looking back to the front room, she saw her cousin, Vera, her saddle bags already across her back. The cream coated mare had been such a help when the twins had first moved to Ponyville. Even in a place as friendly as this, it could be hard starting out when a pony comes from so far away. But Vera had been there through it all, helping to get the sisters settled in and starting up the spa. She was always there for the twins, even now.

"Joo be careful! See joo tomorrow!" Aloe said from the couch, waving a hoof as her cousin unlocked the front door and slipped out. With a little sigh Aloe lifted herself up from where she was lounging, going over to re-lock the door. Now her and Lotus were really alone in the spa. But she didn't mind. With a little smile, she thought to what the night still had ahead for them. All day she and her sister had devoted themselves to treating other ponies with delicate care. But now, it was their chance to do the same for each other.

"Are joo ever going ta tell me?"

Aloe looked back over her shoulder, Lotus had returned from placing the towels in the laundry. With a little shake to her head, she turned around. Her sister had been asking the same thing ever since that night. Ever since Aloe had let slip her suspicions.

"I told joo, I am not going ta tell joo who it vas." Lotus gave her a frustrated look, but Aloe was firm in her conviction. Every night that voice had repeated itself in Aloe's mind. Eventually a face came to match the voice. But she wouldn't tell her sister. She knew Lotus was just worried for her, but there was something else. Aloe didn't know if her sister would be foalish enough to try anything if she knew who it was. Who had 'fathered' her foal. She didn't want to risk seeing her sister doing something she'd regret. And she didn't want to have to explain it to her child.

Lotus looked down, her eyes angry for a moment, till she felt a hoof on her shoulder. She looked up to see Aloe's smiling face, and her mood softened instantly. Those bright eyes, those tender cheeks. Motherhood seemed to be blooming on her sister, and it quickly sapped any anger from Lotus's mind.

"Just... Just tell me, vhen joo are ready..." She said quietly as Aloe's hoof rubbed gently at her shoulder. With a little giggle, she reached up, taking her sister's hoof in her own. Lotus returned her sister's smile, moving to press herself gently to Aloe's side. "Come on, vee should get started."

Aloe's cheeks reddened just a touch, leaning gently against her sister as she was helped towards one of the baths towards the back of the building. The twin sisters often enjoyed a soothing bath together at the end of the day. It let them slowly unwind and forget about the aches they had accumulated over the course of their work. And Aloe had been accumulating more aches than usual lately.

Together the two sisters walked to the back of their spa, into one of the private rooms that they kept for ponies to reserve private baths. It wasn't very large, not like the other baths where every pony was welcomed. This one was just for the more intimate baths, where two ponies could be alone if they wished. It was something the twins didn't like to advertise openly, but something they still did because it always brought them such warm feelings to know they could help, in some small way, two ponies who cared so much for each other.

Little wisps of steam slowly drifted up from the bath, rising from the warm waters as Aloe and Lotus drew closer. It had been a slow day today, and this particular bath hadn't been used. Aloe told herself it would be a waste to let it go unused, after all the work they had put into getting it ready. As her sister stepped up to the round tub, dipping her hoof into the water to test the temperature, Aloe's cheeks turned a bit pinker than usual.

"I... I need to use the little filly's room, first."

Lotus looked over to her, a small giggle escaping past her lips.

"Ja. I'll vait for joo here, ok?"

With a nod, Aloe turned to slip into the little dressing room off to the side, looking back as Lotus started to remove her hairband and collar. The dressing room was a bit of extra privacy, there for when ponies needed to relieve themselves, and for those of their customers who preferred the feel of soft robes, so that they may dress in peace. It was roomy, space enough for two or three ponies to dress in, with little cubbie holes for robes or towels, and a small restroom. Quietly shutting the door behind her, Aloe went about her business. Finishing, Aloe stopped on her way to rejoin her sister. A full length mirror was hung in the dressing room, for the more appearance-minded ponies to look themselves over. Her cheeks still reddened, she regarded herself.

Many stallions and mares had told her she was attractive, but Aloe herself had never considered herself much to look at. Those other ponies may be right, but she still thought herself plain. Slowly she reached a hoof up, brushing her own hairband away, letting her long blue mane flow freely over her shoulders. Her collar was next, the little bit of fashion the sisters considered their work uniforms. In the mirror, she saw the plain pony looking back at her.

The fat, plain pony, she thought. But she knew it wasn't fat that made her middle bulge. Slowly she sat down, lifting her shoulders a bit to get a better view of the bulge that was pushing her belly out slightly. A tender smile curling her lips as she reached her hoof down, slowly tracing a circle over her tummy. She had never thought this would happen to her. That she would ever consider becoming a mother. Despite all the problems it was causing her, all the difficulties, she loved the idea. Even how it had happened, how frightening it was, it didn't change the fact that there was a little pony growing inside her. A pony she knew she loved with her whole heart.

Aloe knew that Lotus loved her foal as well, even if she was sometimes upset with how it came to be. She sighed softly, thinking about what had happen. About the pony who got her pregnant. About that mare. It sounded silly, even to think about it, but she was sure that was what happened. That mare didn't deserve her anger, she knew that. The Princess had explained to her what had happened. That the pony who attacked her couldn't control themselves. In a way it was sad, to think that her foal could be born without a father. Luna hadn't told her who the pony was, but then she didn't need to. Aloe had known. Not at first, but eventually it became clear. She had even seen her. That mare would go out at times, for a while. She would sneak about, camera hung around her neck. Aloe had seen her, and in some way, she knew what the mare was doing. She had even posed, trying to look oblivious of course, as her picture was taken. That was what truly seemed sad to Aloe. The look in that mare's eyes. The longing, the loss, the regret.

With a sigh, Aloe looked up from her belly. She wanted to help, to find some way to comfort that mare, the one that gave her her foal. But she worried. That it would just bring up too many regrets, that she would just end up making her feel worse in the end. But at the very least, she could make sure the mare's foal was happy, it was the least she could do. With a little smile she decided that she had kept Lotus waiting long enough. With a little grunt she moved to stand again, only to find her back legs didn't obey her command.

Perplexed, she looked down at herself again. Another attempt to stand was met with the same results. Panic started to take hold as her eyes grew wide. Her pregnancy shouldn't be giving her any problems like this, especially not with as far along as she was. Her breaths quickening, she tried to lift herself up again, to pull herself towards the dressing room door. Her hoof slipped on the smooth tiled floor, sending her sprawling as she found her left foreleg wouldn't work either.

This wasn't good, this was bad. Her mind started to race, trying to figure out what was wrong with her. Was she having a miscarriage? That thought just made her panic even more. The idea that she might loose her foal, that she'd fail in her promise to that lonely mare.

"L-Lotus... Help..."

She gasped, trying to call for help, but only a strained whisper escaped her lips. Her mouth felt dry, her tongue going numb as slowly darkness started to creep into the edges of her vision. And then, oblivion.

A soft gasp brought Aloe back to the waking world. Her mouth was dry and she felt rather hot. Blinking to clear her vision, she looked around, finding herself still on the floor of the dressing room. Just what had happened to her? She never was prone to fainting before. Was it her pregnancy? She knew some mares had problems with their blood pressure while they were with foal. Should she go see the doctor?

With a groan, she found that her limbs once again did as she asked, slowly starting to lift her up from the tiled floor. Her tongue licked at her lips, trying to get the dryness from her mouth. She could already feel sweat starting to form on her brow. It was warm, of course, being a spa and all. But she was used to the comfortable warmth, she shouldn't be sweating like this.

"Are joo coming or not?"

Lotus called to her from the tub, she had only been out for a few moments. With a groan, Aloe pushed herself up, looking from the floor to the mirror in front of her. Then she sat back down suddenly, instantly regretting it as a painful groan slipped from her lips. Still wincing she looked at herself in the mirror. She couldn't have seen what she thought she just seen. Could she?

Slowly she started to stand up again, her eyes glued to the mirror. Trembling as she watched what was hidden under her slowly being revealed. Under herself, just past the soft swell of her belly, she saw it. The plump, pink sheath and heavy testes. With a gasp she turned from the mirror, looking back over her shoulder to see if it was just a trick of the light. Sure enough, from behind she could see the two plump orbs hanging between her thighs.

Panic started to grip Aloe again as she turned to the side, lifting a leg to look at her newest addition.

"This... This iz impossible!" She gasped softly, shifting her weight a bit to see how her sheath rolled and her sack bounced against her thighs. That sent a shiver running up her spine, a delightful tremble at the new sensations. This couldn't be real, could it? There was no way she could suddenly be a stallion. She was a mare for sure. She was with foal, after all. That brought a new panic to her. Quickly she reached under herself with a hoof, gingerly pressing to her belly. A wave of relief washed over her. She could feel it, still deep inside her. Her foal was still safe. But it did little to end her confusion. She was a mare with a penis now. "I... I can't be.. Not like.."

"Aloe? Are joo alright in dere?"

Lotus sounded a bit worried, but Aloe couldn't pull her eyes from the sight of her plump sheath. In some strange way, this made sense. That night, that mare. Slowly she reached a hoof down, pressing softly at her sheath. Aloe had to bite her lip as she felt that contact, a groan threatening to escape. That must have been how she felt. How that mare felt that night, feeling through this strange, new appendage.

"I... I'll be right out!"

She said between hot breaths. Aloe watched as her sheath swelled slightly, the pink and grey speckled tip of her member starting to push free. She could feel it swelling, blood rushing to her length as it started to grow. Her pulse quickened as she watched. This must have been how it happened. How that mare had lost control of herself. Why she had gone out that night. Why she did those things to her. Such wonderful things. Another tremble ran up Aloe's back as memories came back to her. How it felt that night, to have something like that inside her, forcing it's way into her core. How would it feel to be the one doing that instead? To feel the warmth deep inside another mare. To make a foal inside her belly...

Aloe could feel her chest tighten, the heat in the room getting worse as she thought about that. Thought about her sister. She was so sweet, so caring. Aloe loved Lotus, deeply. How tender would she be? How warm and soft? She was so loving, taking care of her now that Aloe was pregnant. She'd be just as tender to her own foal. A foal who could grow up with Aloe's own.

'N-no! Vhat am I thinking? I... I can't do dat to Lotus.. She... She..' Aloe shook her head, trying to push back those thoughts. Thoughts about her sister squirming and crying out in bliss. About her sister's belly growing to match her own. About their two foals being one big, loving family. Another tremble ran up her body, forcing a groan from her lips. She took a deep breath. She couldn't do that. 'I... I need help..'

Slowly Aloe stepped to the dressing room door. She would go out, she'd keep her distance, and ask Lotus to get help for her. The doctor, the nurse, anypony who could help her control these thoughts. These urges. She didn't want to hurt her sister. But would she really be hurting her? Aloe didn't regret what had happened to her that night. Why would her sister?

'I.. I just have to keep calm.. I can do dis.. Just.. Just tell her joo need help. Tell her to get out of zee room.. Tell her before.. Before..'

As her mind tried to keep itself focused on anything but those urges, her body had gone on autopilot. As her eyes focused once again, she found herself standing right behind Lotus, her sister sitting back in the tub. Aloe was standing on the little platform encircling the hot tub, looking down as Lotus turned to smile up at her. Those deep, azure eyes. That wet, pink mane draping over her shoulders. Aloe could feel herself swelling, growing against her swollen belly.

"Der joo are!" Lotus giggled, smiling at the sight of her sister. The angle kept her from seeing under her sister's body, that new, eager shaft hidden from view. With a little grin, she gently splashed at the steaming water with a hoof, looking up to her sister with a 'come hither' look. Lotus meant it as innocent teasing. Little did she know just how literal Aloe would take the gesture. "Coming in?"

Aloe wanted to say something. To tell her sister to get away, to go get help. But her mouth just moved silently, words escaping her as her eyes drank in her sister's face. Slowly she nodded in answer to her sister's question, her hooves slowly starting to dip into the warm water, feeling the soothing heat reaching up her limbs as she sank into the hot tub. With each step, she could feel tension and stress leaving her body, flowing from her into the water. Her panic flowed away along with her stress, the soothing warmth freeing her worried mind. As her hindquarters sank into the tub, a delighted groan escaped her lips. That warm water, she could feel it nearly caressing her new, tender length. It was like nothing she had ever felt before. Warm, wet, and stimulating. The heat of the hot tub brought her to her full length, and Aloe could feel herself throbbing under the water.

"L-Lotus.. I.. "

"Hmmm?" Lotus turned to look at her, watching as Aloe licked at her lips, breathing deeply. The warm steam filled Aloe's lungs, but she could smell something lingering in the air. The scent of the burning candles around the room did little to mask it. If anything, they made this thick, musky scent even stronger, even more tantalizing. Her sister and her had selected the candles for their ability to put ponies into a romantic mood. And now, she knew why. Each breath she took, she inhaled her sister's scent. The scent of a tender, sweet mare. It drew her closer, gently urging Aloe through the warm, flowing waters towards her sister. "Iz der something joo vanted to say, Aloe?"

She couldn't believe what she was doing. It was crazy, it was wrong. But she couldn't stop herself, the need to be close too great. Her sister, Aloe couldn't keep her eyes from roaming over the pony sitting back in front of her. She looked sublime, as if Lotus was waiting for her. Close she came, her lips moving as she tried one last time to warn her. To tell her she couldn't stop.

"I... I..."

That was all she could manage to get out. It was her last chance, her lips could utter no more words, they had pressed hard against her sister's. Lotus squeaked in surprise as Aloe pressed to her. It didn't alarm her, she and Aloe had always been very close, very affectionate, even for sisters. But there was something else to this kiss. As she felt Aloe's lips press to her's, pushing them open, she could feel it. There was a hunger behind this kiss.

Aloe was in heaven. The feel, the taste, her sister's sweet lips against her own. A groan welled up in her throat, pushing her tongue from her mouth and into Lotus's. She could feel her sister stiffen as that little muscle slipped it's way into her mouth. Slowly it caressed, running against Lotus's teeth for a moment before finding her sister's tongue. Aloe pressed to it, curling to hold it tenderly as she pushed her body against her sisters, pressing her against the wall of the hot tub.

"I... I'm sorry..."

Her words were little more than a lusty groan as Aloe broke the kiss. Lotus just looked at her, panting hotly with wide eyes. There was something wrong with her sister. Lotus squirmed slightly, trapped between the wall of the tub and her sister's body. She could feel Aloe's warm figure against her, that rounded belly. But there was something else. Something that shouldn't be there.

"A-Aloe.. Vha... Vhat iz dat?" Lotus gasped softly, trying to squirm back to see what was trapped between their bodies. But Aloe did not give her the chance, she pulled back a bit, her hooves till pressed to Lotus's shoulders, holding her in place as her hips gave a slight squirm, then a sudden, hard buck forwards. Then she felt it. The warm, throbbing tip pushing against her, pressing urgently to her folds. Her sister gave another thrust, and Lotus was open, stretching suddenly, feeling a bit of the warm water slipping inside, pushed by her sister's new cocktip. "A-Aloe!"

"Yes!"

Aloe tilted her head back, a deep groan of satisfaction leaving her throat as she felt it. The warmth, the tightness, this was what she wanted. This was what she needed. The feel of her sister's tenderness around her. Another thrust and more of her length slipped into the warm body, gliding through the water right into Lotus's straining sex. She knew she shouldn't, she knew her sister might hate her for this, but she didn't care. Her body knew what it wanted. And that was to make her sister a mother too. She pressed close, pushing her hips against Lotus's own, feeling their bodied meet, joining under the water as Lotus trembled, panting hotly in her grip.

This shouldn't be happening. Her sister couldn't be doing this, but it was happening all the same. Lotus could feel it inside her, throbbing, pulsing. Her sister's flesh deep in her body. Slowly Aloe pulled back, sliding out, leaving Lotus's strained passage empty. It almost ached, feeling that warm slipping out, leaving her hollow before another buck filled her again. Lotus bit at her lip, trying desperately to keep a groan from escaping. Her sister was inside her. Raping her. She shouldn't enjoy this. Or should she?

Slowly Lotus's eyes moved to her sister's face. Aloe's eyes were lost in bliss, reveling in the feeling, the warmth. With a tremble, Lotus could feel Aloe throb inside her, a pulse sending a warm dollop of pre deep inside her. The thick mess easing the passage slightly, coating her straining walls as that thick tip slid out, pushing at her tenderness. She felt Aloe's thick tip pull at her sex, her mound bulging before her hips pushed, and that length rushed into her again.

She couldn't stop it this time, the lusty groan that escaped as her head tilted back, the jolt like lightning that raced up her spine. Her eyes and lips wide, Lotus came down, her forelegs wrapping about Aloe's shoulders, breath shuddering as she clung to her sister.

"A-Aloe..." Lotus gasped.

"I... I am sorry.. " Lotus heard her sister's words, blinking for a moment as they rang in her ears. She trembled softly, holding tighter to Aloe's thrusting form. A whimper slipping out as she felt Aloe pull back for another thrust, forcing another gasp out of her. Deep inside she could feel the pressure starting to build, each thrust made her insides tremble. Made her shake as she squeezed and suckled at Aloe's plunging member. "I... I can't s-stop.."

Lotus shook her head, squeezing her eyes shut tightly as she clung to Aloe, her hips starting to buck. As Aloe thrusted upwards, Lotus pushed down to meet her. Their hips crashing into each other, making waves in the steaming water. Her sister had forced this to start, but now, Lotus wasn't she she wanted it to end.

"Keep... K-Keep going..."

Aloe gasped, hearing her sister's drawn out words. They continued, building into a sultry moan as Lotus pushed eagerly against her. Aloe couldn't believe it. She couldn't stop herself, couldn't keep herself from doing this to her sister. But now, Lotus wanted this. Wanted to feel her sister. To feel Aloe deep inside. She pulled back, looking deep into Lotus's eyes. Slowly, as one, their bodies still grinding against each other, their eyes closed and their lips met. This time, both sisters could feel the other's hunger. Tongues entwining with passion as they held each other.

The thrust of Aloe's tongue matched the thrust of her hips, pushing deeply into Lotus from both ends as the blue sister pressed eagerly to the pink. Lotus could feel the bulge of Aloe's belly against her, feel it's gentle curve rubbing up and down her tummy. She could feel the wet fur brushing against her little pony breasts as Aloe pulled back. Then as she thrusted inwards, Lotus gasped, feeling her own nippled pressing to her sister's swollen ones, feeling the warmth and tenderness as those little nubs of flesh met. Lotus pulled back just a bit, her lips coming down to wrap around Aloe's tongue. With a groan she suckled at it, pulling gently. In her mind it wasn't her sister's tongue she was sucking at, it was one of those swollen breasts. How she wished to taste the sweet flesh down there. How she wished her sister would taste her's.

Lotus could feel it building deep inside. Her hips jerking down with every thrust Aloe took into her. The pressure inside growing as her grasping folds squeezed harder and harder, pulling with need, with desire. Her forelegs holding tightly to her sister, squeezing to her as her panting grew ragged, frantic. This wasn't some customer she had taken a fancy to. This was her sister. This wasn't just lust, this was more.

"M-more...." Lotus panted, pulling her lips from around her sister's tongue as she tilted her head back, eyes rolling back. There it was, what she was needing. What she had wanted her whole life without even realizing it. Closer, closer. "More!"

Aloe felt it, that tight, spasming grip clamping down around her. The feel of her sister grasping at her needful length. The pull, the want, rippling along her shaft. It was more than she could take, her own lips opening in a primal cry as she pushed Lotus hard against the wall of the tub, her hips slamming against her sister's as she felt everything come to a point. Then it happened, she felt her length swell, straining as the first ropes of seed forced their way into her sister's hungry depths. Again and again, her whole body shook with the intensity of it all. She couldn't believe it, she was releasing her seed into her own sister. She was filling her sister just as she had been filled that one night. The same way she had been given a foal.

With a strangled groan, Aloe slumped forwards, panting hotly as the last of her seed flooded into Lotus's belly. Lotus couldn't believe it, the unbearable warmth deep inside her. She knew what it meant, knew what could be happening already in her belly. But in a way she wanted it to happen. She looked down to the spent pony in her embrace. Her sister was beautiful. More than that, she was radiant even now. Every day she knew why. And now, she hoped that she could be just as radiant as her sister was.

Slowly she leaned down, nuzzling softly at Aloe's ears as Lotus felt her sister start to drift off. They were both worn out. Gently she tried to scoot over, tugging Aloe along with her along the side of the tub. There was a small ledge under the water, just enough for a pony to lay back on, enough to keep their head above water. It happened sometimes, a pony would get too relaxed, too soothed by the warm waters, and they would nod off. This ledge was meant to allow them to say in the warm water while not being in danger of drowning. But now, it was there for the two sisters to enjoy the slowly smoldering bliss they now shared.

Her cheeks ablaze, Lotus could still feel her sister inside her. Feel that slowly softening member as she pulled Aloe up onto the ledge with her, holding her sister's sleeping form close against her. As she felt her eyes start to close as well, Lotus leaned in close, her lips gently brushing to her sister's as she slept.

"I love joo, Aloe..."

Her eyes slowly fluttered open, the fog of sleep refusing to leave. Slowly, Aloe realized that it was not sleep that wouldn't leave, but the steam rising from the water all around her. Her body had cooled some, but the warm air around the hot tub had kept her comfortable.

She sat up suddenly, remembering just what had happened. Just what she had done. Her cheeks turned crimson as she tried to deny it. That she had forced herself onto her sister. That she could have done such a thing. But a languid groan from next to her pushed away any doubts about what she had done. She looked over to see Lotus laying next to her, slowly rolling over in the shallow water. The warm, contented smile she wore started to sooth some of Aloe's worries.

"L-Lotus... I.. I'm sorry.. I didn't mean.."

The look in Lotus's eyes stopped any words Aloe may have had. She wasn't angry. She wasn't worried. She wasn't even confused. Aloe had seen that look before, seen it in the eyes of the customers who requested the very same room they were now in. Her sister was in love.

That smile spread into a sly grin as Lotus started to sit up, stretching softly as a hoof slipped down her chest, across her barrel and to her belly. She stroked, almost enticingly at her tummy as her eyes held softly to Aloe's.

"Mmmm... Again? Joo are some.." Lotus's lusty words trailed off as her gaze traveled down her sister's body. As they reached Aloe's groin they widened. With a little gasp she looked back up to her sister. "V-Vere..?"

Aloe followed her sister's gaze, a gasp of her own as she noticed what Lotus was looking at. Or rather, what she wasn't looking at. All trace of that throbbing, needful length was gone, leaving Aloe as much a mare as she ever was. Lost for an explanation, she looked back to her sister, her eyes meeting Lotus's as her mouth hung agape.

"Maybe..." Lotus said softly, reaching up with a hoof to caress slowly at her sister's cheek. Her voice was tender, warm and soft like a sauna towel. "It vas just to bring us closer..."

Aloe blushed brightly, her hoof coming up to hold Lotus's against her warm cheek. It had been just like that night. Only now, she was that mare in the alley. And her sister was herself. Slowly the smile on her lips softened, lowering as her mood became more serious. She had to do it now. After what they had shared, what she had done to her sister, Aloe couldn't keep it from her any longer.

"Lotus... Der... Der iz something joo have to know..."

Chapter 1

Twilight's Midnight Violations

a Shameless Clopfic

Chapter 1

Twilight settled herself down in front of the alchemy set with a grateful sigh. If it had been any other pony, the idea of being grateful to get back to doing rigorous study and research would seem odd. Of course, Twilight was far from your average pony. This was what she enjoyed the most. Well, probably not the most, but it was one of her own little pleasures which she made sure to indulge in usually healthy doses. The exploration of knowledge.

Since she was just a little filly, she had delighted in anything that would reveal to her some previously unknown fact of wisdom. Everything from watching baby birds hatch, to seeing what color milk and orange juice turned when mixed together. She had caused her parents no end of grief as she was growing up, always causing a mess or getting into trouble with her pursuit of knowledge. Of course, now that she was older, she had moved on from simple things that most children were curious about, and on to deeper, more mysterious mysteries. And, at least this is what she told herself, she was far more responsible now than she had been, and only rarely let her quest for knowledge end in a mess.

But today she had decided to set her quest aside, at least for a few hours. Today she had something else she needed to work on. She had decided that, since her little assistant, Spike, was growing up, he needed to have his own space. At first, it had seemed like a silly idea to the librarian. That her assistant needed a place to get away from her. But after speaking with her friends about it, she had come to realize that it was just part of the little dragon maturing. Two of her closest friends, Applejack and Rarity, had both explained to her just how important it was for a growing foal to have their own room, and that a growing dragon was no different. They had reminded the unicorn about when she was little. About how she used to share a room with her older brother, but that eventually he had moved into his own room. It had been a sad time for Twilight, but now she understood that it was just part of growing up.

So the majority of her day had been spent cleaning out one of her storage rooms and moving in furniture. Spike old basket was starting to get too small for him anyway, so she had managed to find a nice twin-sized bed, which thankfully fit perfectly into the small room. There was little else in the way of furniture though, but she suspected that in no time her little assistant would have it quite to his liking. Twilight giggles quietly to herself, thinking about the few times she had gotten to see the inside of a teen aged colt's room. Covered in posters and questionable pictures. Knowing Spike, they would likely all be of Rarity.

It had been a difficult job, but one she had gladly done and managed to finish in a timely manner. Today was also the best time to do it. Spike was spending the day helping Rarity at her boutique, so she was able to get it finished in time to surprise the little dragon. Not that she thought about it, Spike was spending a lot more time over at Rarity's place than usual. With a shrug, she guessed it was just him wanting to get away from the library more than he used to. But now, with his room ready and waiting, he could have time to himself while still being close at hoof.

But now it was all finished, and the librarian could get back to what she was originally intending to spend the day doing. Spike would be home soon, so she wanted to at least get some of her experiment under way before she showed her assistant his new room. With her horn glowing a soft lavender, two beakers levitated up from the table in front of the unicorn. Twilight watched as she carefully poured liquid from one beaker into the other, taking note if how the two different colored liquids swirled about each other and slowly mixed into a new color not related to the colors of the two separate liquids.

Ah, the magical properties of quasi-biometric materials. It seemed like such a simple thing to the librarian, but it was a mystery that held special interests for her. One which she hoped to fully uncover and understand. She might even be able to publish a research paper on it and finally make her mark academically. With a gentle swish of the beaker, Twilight turned to scribble down a few notes and figures onto the blackboard set up next to her alchemy set.

"Hmm.. This color change is counter-intuitive to what I predicted would happen. Perhaps I should distill the liquid and slowly re-introduce it into an inert medium. That should allow me to later filter the components out into their base elements." The unicorn babbled to herself as she made more notes onto the blackboard. The bit of chalk tapped along as she rechecked her figures and calculations before returning her attention back to the floating beaker. With a thoughtful tap of a hoof against her chin she slowly poured the now green liquid into a large glass sphere.

Carefully levitating the sphere over towards one end of her lab, she slowly screwed it tightly onto a series of glass tubes, making sure not to agitate the liquid, nor crack the glass. After placing a few supports, a short, fat candle was scooted under it, providing a slow, gentle heat to the liquid. A moment later Twilight found herself at the other end of her lab, moving another beaker, this one containing a dark blue liquid, under a small nozzle. Satisfied everything was in place, her horn glowed gently as a small lever on the nozzle was moved just slightly. With a smile to her lips and a small glint in her eye, she watched as a tiny drop of pale green fluid slowly formed at the nozzle before dropping into the beaker, disappearing into the waiting blue fluid.

"Excellent! Now to get cleaned up and wait for Spike to-" As Twilight turned to head back upstairs, she never got to finish her sentence. In her excitement, she hadn't payed attention to her tail, which had flicked about eagerly at the thought of seeing her assistance's face upon getting his own room. It had lifted up, displaying it's owner's eagerness. But it had also gotten in the way. That little lever, keeping that nozzle set at only the slightest of opening, had been in the way of her tail. With not but a little push, her tail sent that lever all the way open, and green liquid poured into the beaker below it. Had she been paying attention, Twilight would of been amazed at this startling reaction.

But all she knew of it was the powerful concussive force slamming into her from behind. The smell of singed fur and the burning feeling splattering her body. Smoke filling her lungs and the cool press of the blackboard against her cheek before it and her collided against the far wall in a heap. As the broken blackboard covered her, darkness came over the poor unicorn.

The sun had started it's slow slide across the sky and down towards the horizon as the two close friends made their way towards the old tree that served as Ponyville's library. The white unicorn smiled down to the younger dragon walking next to her, Rarity offering Spike as warm and tender a face as she could muster.

"I'm so sorry for making you stay so late, deary. I know you must be eager to get home again, after all the work I put you through."

"Nah, it's fine Rarity. I don't mind one bit." Spike replied. In truth, he indeed didn't mind at all. For him, any excuse to get out of the library was a good one. It had just made things all the better when the light of his life asked for his help restocking bolts of cloth. In truth, it wasn't so different from restocking the bookshelves back home. In fact, Rarity's system of organization had seemed as complex and contrived as Twilight's. But somehow, the fact that he did the work under the tender gaze of his beloved Rarity made all the difference.

"Mmm.. Well still, I'd imagine a good night's rest must be foremost in your mind after a day like today." The immaculate unicorn said. She didn't like leading the young dragon on like this. Twilight had asked her to keep Spike out of the house for most of the day, giving the purple unicorn plenty enough time to make sure his room was ready and waiting for him before they returned. The restocking of her fabric supply was a convenient excuse to keep him busy. But still, Rarity would be glad it was almost over, and she could see the look on Spike's face when he saw his new room. She had even considered putting together a plush bedspread for him, but that would of spoiled the surprise. Such gifts would have to wait.

"Eh, not really." Spike said with a glance over his shoulder, a small sack tossed over to hang behind him. It was stuffed with small gems, tasty gifts from the lovely unicorn. They were all cracked, chipped, or oddly shaped. No good for use on her dresses, but that didn't matter to him. They were sweet, savory, and had come from, in his opinion, a true angel. "My bed's been getting cramped lately, and I don't think Twilight wants to bother with getting me a new one..."

Rarity had to suppress a giggle at that. If only the little dragon knew what awaited him at home. Things couldn't be going any better.

"Well, in that case, I suggest we hurry. I have a feeling you'll be pleasantly sur-!" Rarity stopped dead in her tracks, mouth agape and eyes wide as she saw the library. Smoke was billowing out of the basement windows, curling up into thick clouds amongst the tree's branches.

"Tw-Twilight!" The sack of gems was forgotten as it hit the ground with a thud, the little dragon's legs frantically carrying him as fast as they could home. It took a moment for the gears in Rarity's head to click into place once again. As she snapped back to reality, her hooves beat hard against the ground as she took off at a full gallop, racing for the library, hoping she wasn't too late.

Her whole body ached. Her joints were stiff and her coat seemed to tingle like just the barest touch of needles all over her body. Slowly she tried to open her eyes, but only one seemed to obey her without too much effort. As light started to fill her vision, everything was just a washed-out blur. But slowly, as she adjusted, everything came into focus.

"Twilight!"

That was her name, that was a voice she knew. With a low groan, she turned her head slowly, regretting the movement but only just. The large green eyes that filled her vision were a welcomed sight. The tight squeeze around her neck wasn't, however.

"S-Spike!"

Spike quickly let his friend go, blushing sheepishly as she squirmed and groaned on the bed. Slowly Twilight looked about the room. From the look of things, she was in a hospital, her bed lined with the relieved faces of her friends. A hoof went up to her face, feeling that her left eye was covered, bandages holding a soft pad of gauze in place over it.

"Thank goodness you're awake."

"Y'all sure had us worried for a sec there, sugarcube."

"You need to be more careful when you're baking, silly."

"Twilight, whatever happened to you?"

Fleeting memories of what had happened flooded into Twilight's mind. Of her experiment. The explosion. The impact against the blackboard and the wall. With a start she bolted upright in bed, gasping loudly as thoughts of the library burning down sprang first and foremost to her mind.

"M-My experiment! I've got to get back!" She cried out, trying to get out of bed despite the protests of her limbs. But a firm hoof held her in place and gently pushed her back down onto the pillow.

"Calm down. Your library is fine, and you're not going anywhere. At least not till you're discharged" the doctor said as he guided her back to lay down once again. With a sigh, satisfied that his patient wouldn't try to jump up again, the unicorn stallion's horn glowed as he levitated up her chart, looking it over.

"Twilight, you really should do what the doctor says. It's for your own good... I mean, if it's not too much to ask.." Fluttershy said as she timidly slipped her hoof over to stroke at Twilight's in a soothing manner.

"I know... I just got worried. What if I ended up burning down the whole library? And after I went through all the trouble of getting Spike's room ready for him..."

"My what?" Spike's eyes were wide with surprise as he heard that. Mentally Twilight was kicking herself in the flank, but after what happened it was probably for the best. Blushing at how she just let her secret slip out, she smiled sheepishly to her assistant.

"Yeah... I was wanting to make it a surprise for you when you got home. I even asked Rarity to keep you busy so I could finish it..."

Spike glanced between Twilight and Rarity, who was also offering a blushing smile to the little dragon.

"Awww... C'mon, Twilight. You didn't have to go through so much trouble for me" The little dragon said as he wrapped his arms around the unicorn's neck, this time in a much more gentle hug. Twilight gently wrapped her forelegs around her little assistant, holding him close as she rested her chin on his shoulder. She opened her eyes, looking over to the blushing Rarity and silently mouthed a 'thank you' to her.

"Well, looks like you were lucky." The doctor said as he lowered the chart. "Mostly just some minor scrapes and a bruised eye. From what your friends told me, it could of been a lot worse."

"So, does that mean I can go home now? To be honest, I'm still sort of expecting the library to not be there anymore..."

"Yes, I think so." The older stallion smiled with a gentle nod. "Your smoke inhalation was minimal, so if you're feeling up to it, there's no reason we'd need to keep you overnight. Let's just take a look at your eye first."

Twilight closed her uncovered eye as a magical glow starts to slowly unwrap the bandages covering her other eye. Every pony, and one dragon, watched as layer after layer of bandage was pulled away, soon leaving only the pad of folded gauze keeping Twilight's left eye covered.

"Ok, now, once you're comfortable, slowly start to open your eye. If there's any pain, you can stop and tell me." The doctor said as he levitated the gauze away. After a moment or two, Twilight took a deep breath, slowly parting her eyelids. She winced slightly as light flooded into her now uncovered eye at first. But after a pause, her eye adjusted and slowly she let her eyelids open the rest of the way.

At first she was surprised there was hardly any pain at all. In fact, her eye felt just fine, aside from the usual feeling of having just woken up.

"It... It feels just fine, actually. Is it not supposed to hurt?" Twilight asked. But the doctor didn't seem to of heard her. Looking from the doctor to her friends, Twilight noticed something was wrong. Every pony looked startled by something, their own eyes glued onto the unicorn in the bed.

"What? What is it?" Twilight asked, suddenly starting to feel nervous.

"It.. It's nothing, really."

"A-Ain't nothin' wrong, hun."

"It's totally cool."

"It's blue!"

Applejack, Pinkie Pie, Fluttershy, Rainbow Dash, and Rarity all turned to glare at the little dragon. Twilight, however, was too busy frantically looking about the room, searching for something she could catch her reflection in. Thankfully, the doctor had the presence of mind to levitate over a small hoof mirror to the purple unicorn before she could get too excited.

Sure enough, Spike was right. Her left eye was blue! Not just blue, completely blue! Her pupil, iris, and sclera were all a different shade of blue!

"H-how could this happen?" She asked in a slightly panicked tone. She closed her mismatched eye, rubbing at it with a hoof before opening it again and looking in the mirror, as if massaging might somehow return it back to normal.

"I... I'm not sure. Normally, a bruise to the eye causes it to turn red for a few days..." The doctor looked back, levitating over a small scope which which he looked through at his patent's eye. "Other than the color, there doesn't seem to be anything wrong with your eye. Some minor irritation, but nothing out of the ordinary."

"Sh-Should I stay here?" the worried unicorn asked, trying her best to hold her eyes perfectly still as her doctor continued to examine them. After a moment the doctor shook his head, putting his scope away.

"No, there doesn't seem to be anything to worry about. The odd color should fade away over the next few days. Just take it easy and avoid doing anything strenuous, including casting complex spells, alright?"

"Thanks, doctor." Twilight said with a smile as she watched him step to the door leading out into the hallway.

"I'll go fill out the paperwork and have you discharged, then your friends can take you home." He smiled back before leaving his patient with her friends to prepare for the trip home.

The library was right where she left it. And good thing too, Twilight didn't think she could handle any more excitement tonight. She smiled first to one side, then the other, looking at both Spike and Rarity in turn. While all of her friends had seen her from the hospital, Rarity's home was closest to the library and Spike, of course, lived there as well. So now it was just the two of them left to see the violet unicorn home and into bed.

"You really don't have to come in, Rarity. I feel just fine."

"Nonsense, darling. You just had an accident! What sort of friend would I be if I didn't see to it you were safe and sound?" The pure white unicorn said as she gently nudged her lavender friend into the library. Twilight looked about her home and sighed. Everything looked perfectly fine, though she was sure there was one hell of a mess to deal with downstairs.

"Now, up to bed with you. And don't worry over what's in the basement. Applejack and I will be by first thing tomorrow to take care of it. You just do what your doctor said and get some rest!" Rarity ordered in her gentle yet authoritative voice. Twilight just rolled her eyes at the command and sighed.

"Fine, just not too early, alright?" She said as she started to make her way into her bedroom. It was already well past a proper bedtime by now, and her room was dark as a mine. Yet, it didn't seem to bother her much. Twilight found her way up the stairs to the loft where her bed was just fine. Her horn glowed softly in the darkness as she pulled the sheets on her bed aside. From the corner of her eye she noticed something. Her mirror. Her bed forgotten for the moment, she made her way over to the mirror hanging above her vanity. Sitting down in front of it she regarded herself.

"You know, it doesn't look that bad..." she said softly as she brought a hoof up, resting it on the cheek just below her now very blue eye. It didn't match her right, but still, it was something she could live with for a few days. With a little sigh she left the mirror, slipping into her bed as she used her magic to pull the covers over herself and nestle her head down onto her pillow.

Her trip to dream land was delayed as she heard the door to her room opening. With a sigh she slowly opened her eyes only to see Spike just reaching the top of the stairs, his old basked held in front of him.

"Spike, what are you doing?" She asked, unable to keep the annoyance from her voice.

"I just thought I should sleep up here for tonight. You know, make sure I'm close in case you needed me." The little dragon said, peeking around the side of the basket he held. Twilight just sighed, placing a hoof to her forehead.

"Spike, you don't need to do that. You've got your own room now. And I told you, I'm just fine. Tired, but fine."

"Are you sure? I mean, I could still..." He trailed off as he noticed the look Twilight was giving him. The fact that her one eye now seemed a bit brighter than the other in the dark room didn't help.

"Yes, I'm sure. Now go enjoy your new room. You've earned it, after all." She said, punctuating the statement by laying her head back onto her pillow.

"Alright.. But if you need me, just yell." Spike said, taking his old basket with him as he headed back down the stairs. Once she heard the door to her room close again, Twilight let out a sigh of relief, finally able to drift off to sleep.

Sleep wasn't the sweet release that Twilight had been hoping for. Try as she might, even in slumber she couldn't stop strange thoughts from working their way into her mind. They tormented and twisted her dreams. They were wrong, they weren't right. Every dream she had became something disturbing. Something no pony should think about. Something no pony should ever do.

Under the warm covers of her bed, she twisted and turned. Legs kicking about, hips jerking erratically as she shivers and shook. Her breathing quickened and her head rolled from side to side as she struggled to regain control over her thoughts. Just when she thought she had taken back her own mind, something changed, something twisted into a sick and perverted mockery of her dream.

Her body felt as if it was on fire, and it seemed to move to it's own devices. Her hips bucked and squirmed under the sheets. Her legs ticked and spasmed. Her forelimbs reached out, grabbing for things that weren't there. Eventually, however, it all slowly subsides. Soon her sleeping form laid still under the sheets for several long moments.

Slowly the unicorn's head rose from her pillow. Her sheets soon followed, tossed aside with a glow of her horn. A moment later and she was on all fours next to her bed. Twilight's tail flicked in agitation as she made her way over to the large window leading out onto the balcony. With a flick of her head, the window was opened and she stepped out into the cool night air.

She paused for a moment, looking back to the now empty room. Why was she doing this? These thoughts, these actions. She knew something was wrong. But she also knew she needed to do this. There was no other way to explain it, she had to do this. A terrible need had grown inside her for some reason. Likewise, a needful weight had grown under her flank.

Turning from her bedroom, Twilight felt a tremble run up her spine as she stepped off of the balcony. First to one branch, then another, then down to the dimly lit street below, she set off to find what it was she needed.

The dark streets were gloomy, and more than a little intimidating. But that never bothered her, she had been walking down the same streets for years. Candlestick knew there was nothing to worry about, that her home town was safe, even in the dead of night. And with a talent like her's, being out this late was practically a fact of life. The tawny mare made her way down the streets, passing under brightly glowing lamp posts on her way home from work.

Sure, most of Ponyville was still in bed this late, but there was always work that needed to be done. And with her particular talent, it was only natural that she would be the one to do that work when others just couldn't stay up so late. It's not like she minded. The pay was good, and it gave her a chance to walk in the cool night air in peace. Gone was the hustle and bustle of the day, and now only the stars and moon were out to keep her company. That was just how she liked it.

It wasn't that she didn't like other ponies, far from it. But she just enjoyed being alone with her thoughts. And tonight was such a lovely night. So quite and still, the perfect time to be alone. The earth pony happily made her way down the street, quietly humming a soft tune to herself to pass the time as she let the slight breeze cool her coat and dance about her mane.

That is, till something suddenly grabbed her. Her eyes darted about as she felt her hooves leave the ground, kicking under her in surprise. All about her was a vibrant violet glow, holding her in mid air as she was pulled from the light of the street lamps and into the dark of an alley way.

"W-what's going on!?" She panicked, crying out as she was pulled from the light into the shadows, frantically searching for the source of the magical grip she now floated in. All that greeted her was the dark of the shadows and a looming figure. "Help! Some pony, help me!"

Her screams for help were silenced as a black sack floated out of the darkness, swallowing up her world as it was placed over head. She could feel rope being tied around it, wrapped around her and forced between her teeth to make a gag, leaving her silent and at the mercy of the looming figure...

Chapter 11

Twilight's Midnight Violations

a Shameless Clopfic

Chapter 11

A soft groan slipped past the filly's lips as she squirmed about atop the bed. Slowly Apple Bloom's eyes fluttered open for a moment before closing again, still slightly encrusted from where she had been crying. Gently, Applejack reached out, a wet rag draped over her hoof as she brushed it over her sister's closed eyes.

Applejack looked over her younger sister as she started to stir from her sleep. When that pegasus had come from Ponyville, bringing alarmed news about what had happened, Applejack had felt her heart stop for a few moments before her hooves went into action. She had nearly ran right into Big Macintosh as he was making his way back to the farm. Applejack had wondered where he had gotten off to, but there was no time for questions then. Together the two siblings had raced back to town, to the school house where the police were looking over Apple Bloom till her family could arrive.

The sight that had awaited them made Applejack's pulse quicken. Little Apple Bloom laying there, curled up and dirty. Applejack knew how that felt. She still lived through that every night in her dreams. Apple Bloom had awoken as they got there, the little filly not making any sense as she whimpers and mumbled. Applejack had been frozen at the sight, her hooves refusing to move as she looked at her little sister with wide eyes. In the end, it was Big Macintosh that snapped her out of it, nudging her to pull herself together. As Applejack gently lifted her sister up, settling her across Big Macintosh's back, she could smell the lingering scent of what had happened. The thick orgasmic musk clinging to her sister's coat.

It made the pregnant mare tremble, that scent bringing back more memories. She had smelled the same way that night. Apple Bloom had passed out again on the walk back to Sweet Apple Acers, leaving Applejack and Big Macintosh to walk home in silence. Applejack lagged behind, purposely staying back from her siblings. She had hoped that, keeping her distance, the scent wouldn't be so strong. But the wind had been against her. She could smell everything that had happened to her little sister. Every breath she took, it made her think about that night in the orchard. That night when Twilight had came looking for her. That night that part of her wish didn't end.

So now, here she sat, leaned over her sister's bed, whipping the dried tears from her eyes with an old, damp rag, still smelling the scent Miss Cheerilee had left all over little Apple Bloom. Trying to keep her thoughts in check, trying not to think about what it must have been like for her sister. Or what it had been like for herself. Slowly, Apple Bloom's eyes opened again, those amber orbs slowly glistening as she blinked away sleep, feeling the wetness on her eyelids.

"B... Bis Sis..." Apple Bloom's voice was soft and small, trembling slightly as she focused on her sister in the dim light of her bedroom.

"Shhhh... You just keep still now, sugar cube.." Applejack said softly, moving to stroke the wet rag against the filly's forehead. "Ya'll is safe now, a'right?"

"Miss... Miss Cheerilee?" The filly said with a soft little gasp, slowly reaching a hoof up from under the sheets to rest against her cheek. Her cheek felt wet but clean, wiped clear of the lingering remains of what had happened to her. What she and her teacher had done together.

"Now don't ya worry none about her." Applejack said, moving to stroke a hoof over her sister's mane. It was tangled and the large red bow had long since been removed, letting the messy mass of hair spill freely about Apple Bloom's pillow. "They done took her off, so she won't be bothering any of yous again."

Applejack watched as her sister's eyes started to tremble. Tears were forming in Apple Bloom's eyes, starting to roll down her freshly cleaned cheeks as her face scrunched up as whimpers and sobs started to squeak out from her trembling lips.

"W-whut's wrong? Ya'll safe now, hun. She won't be hurting ya anymore."

That just seemed to make little Apple Bloom even more upset, her tears flowing freely from her eyes as she sobbed now. Applejack was, to say the least, shocked by this. She moved close, wrapping her forelegs around her little sister, pulling Apple Bloom close against her chest. She could feel the little filly shaking, each sob and sniffle making her whole body jerk softly in the embrace.

"T-tell me what's wrong, Apple Bloom. Please.."

"Ah.. Ah want Miss Cheerilee."

That small, muffled answer made Applejack's whole body freeze up. Did her little sister just say that? After everything that had happened to her, after how horrible it must have been. Applejack's chest tightened.

"But... But, sugar cube.." Applejack swallowed hard as she tried to keep her composure. This was much too close for her comfort. She couldn't believe this was happening again, to her own sister no less! Slowly, her hoof trembling, she stroked down Apple Bloom's mane, trying to keep her resolve strong. She had to be strong, she had to do what was right. "She... She hurt ya.. Ya'll understand, don't ya?"

"Ah don't care!" Apple Bloom cried out against her sister's chest, shaking her head. "Ah want Miss Cheerilee!"

"Now... Y-Ya'll is confused, hun." Applejack could feel her voice starting to shake. She took a deep breath to try and steady herself. She couldn't let this happen to her sister too. She knew what would happen if she did. She knew, cause it made her heart ache every night as she closed her eyes to sleep. Every night she longed for what she knew she shouldn't have. "Ya'll can't mean dat."

"Ah do!" Apple Bloom pulled away, her eyes red and puffy as tears still ran down her cheeks. With a sob she jabbed her hoof at her sister's chest, still shaking as she sat up on the bed. "Ah want Miss Cheerilee! An' you want Twilight!"

"H-how..." Applejack's eyes went wide at that. She looked at her sister, full of shock that she had known. She had never told Apple Bloom just what had happened to her that night. She knew Granny Smith wouldn't tell, and her brother knew what would happen if he told. Applejack had told no pony about how she felt. About what she tried every night to forget about. About what she kept trying to deny herself. "Y-Ya'll don't know what ya say'n"

"Ah do!" Apple Bloom threw herself against her sister, wrapping her forelegs around her chest as she pressed her face against Applejack's shoulder. Applejack could feel the little filly's tears against her coat, the warm wetness soaking in as she trembled in her arms. "Ah... Ah hear ya cry'n... Y-You love Twilight... An' Ah love Miss Cheerilee..."

She just couldn't take it. This was what it took. Her little sister going through the same pain she had. The same loss she felt. Applejack could feel that resolve crumbling. She felt her own lip start to tremble as a tear slowly started to make it's way down her cheek, gently falling to soak into Apple Bloom's mane. She had tried so hard to be the strong mare every pony expected her to be. Lied to herself, told herself that she couldn't be anything else. That she had to be this way for every pony that depended on her. But now, seeing little Apple Bloom like this. Hearing those words come from her own sister's lips. She just wanted to be that scared little filly she tried to leave back in the orchard that night. She wanted to be at the mercy of the stallion that had come to her then. She just wanted to belong to Twilight.

Slowly her hoof came up, shaking as Applejack took a trembling breath. She still had to be strong, for her little sister right now. But she didn't have to lie any more. She didn't have to be what she thought every pony expected her to be. But she had to let her sister know that she wasn't alone. That what little Apple Bloom felt, she did as well. That hoof stroked over the little filly's tangled, musky-smelling mane.

"Apple Bloom... Ah.." Another deep breath. It was still difficult. Still hard for Applejack to admit it to herself. To Apple Bloom. But she had to now. She had cried herself to sleep every night because she couldn't. Now was her chance. Now she could let it all go, let herself be what she felt so dearly that she wanted to be in her heart. "Ah... Ah do.."

Apple Bloom's eyes opened slowly, blinking back tears as she turned to gaze up at her sister. Applejack's eyes were closed, tears slowly leaking past her eyelids as she held the filly close. Apple Bloom could tell her sister was sad, and yet... She almost seemed happy as well. The corners of her mouth turned up just slightly. Inside, Applejack felt happy. Felt free.

"Ah love her, Apple Bloom..." She sniffled softly, trying to keep her emotions held back, if only a little. She didn't want to break down in front of her sister, not completely. Slowly Applejack's eyes opened, gazing down at her sister. They both looked tired, worn out emotionally and physically. She could see the same feelings in Apple Bloom's eyes as she felt in herself. She was worried, scared that she had lost something that had become very dear to her. Just wanting to be told it would be alright. That she didn't have to live without what she wanted. Without the pony she loved.

Applejack let that little smile on her lips spread, looking down to the filly in her embrace tenderly. She didn't know how, she didn't know if she'd ever be able to help. But she knew she didn't want little Apple Bloom to cry herself to sleep every night. Not like she had for these past few months.

"Ah don't know how, but... But Ah'll find a way.." She sniffled a bit as she gently laid Apple Bloom back onto the bed, pulling the sheets up to cover her little sister. She smoothed the sheets out over top of Apple Bloom, letting her hooves gently sooth down the still trembling filly's sides. Applejack gently chewed at the inside of her lip as she looked to her sister. She was still so young, but she knew what she wanted. She had known what Applejack had wanted too, even if she wouldn't admit it to herself. "Ah'll git ya your Cheerilee back.."

"Ya... Ya mean it?" Apple Bloom looked up, her eyes hopeful for the first time since she had come home that night. Applejack nodded slowly, another sniffle as she kept herself from crying.

"Ah mean it."

Apple Bloom's lips curled upwards into a soft smile as her eyes slowly closed. She nuzzled down into her pillow, a little sigh escaping as she could feel the worry and fear start to leave her. She never expected her day to turn out like this. She didn't even think about love this morning. That she would go to sleep that night having fallen in love. Especially not with her teacher, not with the pony who had shown her what it was like to be a mare. To feel such strange, wonderful things. But now, as she quietly let sleep overtake her, Apple Bloom looked forward towards being in the arms of the pony she loved soon.

Applejack watched her for a few more minutes, tears still slowly dripping from her cheeks as she waited to make sure that her little sister was sound asleep. Slowly she stood and walked towards the door, giving one last look at the sleeping filly before she slipped out, quietly closing the door behind her. Her own room was just down the hall, right next to her sister's. She had been such a foal. Thinking that no pony could hear her crying in her room at night. That no pony would hear her calling out for the one thing she truly wanted. But her sister had heard her. Heard every sob, every weeping. Every time she had wished for Twilight to just come and take her away, Apple Bloom had heard it all.

As she pushed open the door to her room, the blackness greeted her. It was late, well close to bed time by her reckoning. Applejack lifted a hoof to her face, trying to rub away the tears that kept flowing before she looked for her lantern. Turning the light up, she made her way over to her bed. She stopped just as she was about to step up onto the soft mattress.

Just how was she going to get Cheerilee for her sister? The teacher was surely locked away by now. Applejack might understand just what had happened, just how her sister was feeling. But she was sure no pony else would. The police sure wouldn't. They hadn't seen a pony with simple desire and not a trace of malice in her. All they saw was a grown mare that had done something forbidden to a filly. Something that wouldn't easily be forgotten or forgiven. With a sigh, Applejack let herself slump down next to her bed, her face falling to the sheets as her hooves came up over her head.

She cried. Once again, she just let her tears flow out, the sobs no longer held back. Just like every night for the past three months, she cried. But it wasn't just for her self this time. She cried for her little sister, for Apple Bloom. To think that there was nothing she could do, nothing to stop her sister from having to live a life where she longed for what she couldn't have. Just like she was doing herself. Apple Bloom was kept from Cheerilee by the police, by the law. But she had kept herself from Twilight. She had let her responsibilities, her delusion that she had to be strong, her own stubborn pride keep her from what it was she wanted.

She cried for what seemed like hours. Letting it all out, all the pain, the fear, the regret. She let every ounce of it soak into the sheets. Slowly Applejack lifted her head from her now soaked mattress. Her eyes trembling as she looked around her bedroom. Once, this room had felt warm to her. It made her feel safe, secure that she was home. But now it felt cold, lonely. It had felt that way for three months. Three months of being the good Apple Mare. Three months of being the strong Apple Mare. Three months of lying to herself that she wasn't Twilight's mare.

She couldn't take it any longer. She couldn't stand the cold of her room any more. Applejack stamped her hoof atop the bed, pushing herself upright as she looked around. This wasn't the life she wanted, not anymore. She knew what it was she wanted now. It just took little Apple Bloom telling her to see it. To see through the lies she had put up to protect herself from what it was she really wanted. Applejack wasn't going to lie any more. Not to her friends, not to her family. And not to herself.

Her cheeks still wet with tears, Applejack pushed the door to her room open, galloping down the hallway. She didn't care if her family heard her leave. She didn't care that it was so late. All she cared about was getting to what she needed. What she longed for. All she cared about right now was getting to Ponyville.

The cool night air whipped past her as the rooftops flew by below. Once again, Princess Luna found herself in Ponyville. At least this time it was at a far more normal hour for her. Normal for her, but not for most ponies. As she sailed above the streets, she saw very few ponies still out and about at this late hour. In a way, it made Luna rather sad. Still so few ponies would go out and enjoy the work she put into her nights. The soft glow of the moon, and the intricate designs of the stars. But even then, she could see those few who forsook their beds to enjoy the night. It comforted her to know that, even if they were so few, some ponies did appreciate her work.

In another way, Luna was glad for the lack of ponies. It would make her arrival less of a spectacle. As she drew closer to her destination, Luna flew lower to the streets, letting her wing beats lessen and her speed drop. Eventually, her hooves touched lightly against the smooth cobblestones, trotting as she lost speed till soon they bore her full weight, and her wings folded as she came to a stop.

She glanced about, seeing only a couple ponies take notice of her arrival. They smiled, bowing slightly before they went back about their business. Luna couldn't help but feel pleased. It was as if she was one of them. A friend they knew and appreciated. Just another beloved pony out to enjoy the night. If only that was the only reason she was here. With a sigh she turned her attention to the mostly darkened buildings around her. She had been spending so much time in Ponyville lately, she was starting to become familiar with everything. Perhaps, she should look into commissioning a small manor house in town. It would be nice to have a little place she could escape the formalities of the palace.

With a shake of her head, she pushed the thought aside. There were more important things to worry about now than now to spend what little time she had away from politics. With a slight ruffle of her wings, she made her way towards her destination.

The building was very unassuming. A pony would normally not find anything out of place about it. That is, till they got close enough to notice the bars in a few of the small windows. Only then would they realize that this was what passed for Ponyville's police station and jail. It was small, to be certain. But then, it never needed to be any bigger. Crime was never a problem, and there was little call for more police ponies. If anything, it was little more than a place for ponies who had a little too much to drink to sleep off their inebriation someplace safe.

Luna thought back to just what had brought her back to Ponyville. The blessing, to be certain, was the main reason she was here. But it was not what prompted her late night excursion. The scroll that had been delivered to the palace this night bore some worrisome news indeed. But most of all, it had carried the signature of Night Watch, a pony in the town's police force who had helped Luna three months ago in her efforts to stop what they had assumed was a rogue stallion. With a sigh, Luna wondered just how much she would have to now explain to the police pony, now that everything seemed to be starting over again.

With some apprehension, Luna slipped inside the police station. If anything, the interior was almost pleasant. Not as lavish or as ornate as some of the other public buildings in town. But it had a sort of simple charm to it. It Luna hadn't known better, she might have thought she had stepped into a small office building rather than a jail house. She stepped up to the small desk. As she drew near, the mare sitting behind the desk noticed just who it was that had come in. Her eyes grew wide for a moment before she bowed behind the deck.

"Please, stand. I have an urgent matter that must be attended to." Luna said with a sigh as she looked over the desk at that rather embarrassed mare.

"Y-yes, your highness.."

Luna just rolled her eyes at that. One of these days, she would have to do something to prevent all this grovelling. She knew that, as a royal alicorn, ponies were expected to show respect to her. But in the end, the princess was starting to become annoyed with it all.

"I am here to see Captain Night Watch. He has requested my assistance with a matter of public safety." Luna said. In truth, it was a bit more than just public safety that was the issue. But she wanted to keep things as quite for as long as she was able. No sense in giving the ponies of this town a reason to panic.

"C-Captain Night W-Watch isn't here, your Highness..." The police pony said, swallowing nervously. "H-He has the night off.."

"I.. I believe you must be mistaken," Luna said with a raised eyebrow. She had left shortly after the scroll had arrived in Canterlot. "If Captain Night Watch did not request my pr essence, then who-"

"I did."

Luna and the nervous police mare looked to the voice that had interrupted them. The mare's deep amethyst eyes were stern as she stepped out of one of the side offices. Or rather, the one was, the other was hidden behind the curtain of deep crimson that was her mane. It reached nearly down to her front hooves, brushed straight and off to one side. Her tail was likewise brushed straight, cropped short to hang like a fan behind her. The unicorn's police uniform was nearly lost amongst the deep navy of her coat.

"And... You are?" Luna asked, a bit annoyed that she had been misled.

"Sergeant..."

The mare's words trailed off into a mumble as her expression darkened, as if it wasn't gloomy enough already. She looked away with annoyance as Luna tilted her head, leaning in a bit closer as her ears perked.

"Come again?"

"Sergeant Bil-..."

Again her words turned into soft, annoyed mumbles. Luna took a deep breath, starting to become annoyed herself.

"Speak up!"

"It's Sergeant Billy Club!" The police mare shouted in a huff. Her eyes widening as she realized just who it was she had shouted at. She looked away again, this time out of embarrassment "You're... Highness?"

Luna's wings shot up at the sudden yelling. She blinked as she took a moment to register the sergeant's reaction. She could tell that the mare clearly took issue with her own name.

"Well, Sergeant Club. Please explain why you have forged the Captain's signature?"

That brought Billy Club's attention back from her anger at her own name and to the here and now. Again her expression turned to one of annoyance.

"Because we've got a problem here, and the Captain wouldn't listen to reason!"

"You know you're just going to get into trouble again."

Billy Club shot a withering glare at the mare behind the desk. The officer shrunk back with a whimper, her eyes nervous as she tried to look anywhere except to the sergeant. Luna, on the other hoof, considered the mare's words. Her issues with the sergeant's forgery aside for the moment, she stepped up to her. That brought Billy Club from her stare down of the other officer as her eyes rose up to look to the princess.

"Very well Sergeant. Just what sort of problem is it that you felt was worth going over your superior's head for?"

Billy Club swallowed hard for a moment. She knew what she was doing could likely cost her her job once Night Watch or the Mayor found out. Still, she knew it was important enough to risk the repercussions. But now that she was standing there, looking up at the regal, and imposing, form of the Night Princess herself, she found some of her zealous steam starting to cool and wisp away.

"This... This way... You're highness.."

Cheerilee sighed, a long, forlorn sound as she laid curled up on the old mattress. There was little else for her to do at the moment. The little cell she found herself in smelled a bit off, like it had recently been cleaned a bit too vigorously to remove something. From the still lingering, but faint scent, the last pony to occupy this cell had spent way too much time at a bar.

But she figured she had best get used to it. For all she knew, this would be her home now. She had long since cried herself dry, her eyes puffy and red from the tears that would not stop till there was nothing left for her to cry out. The cell wasn't cold, but she couldn't help but feel chilled. Everything seemed cold at the moment. The world. Her future.

Glancing up, she looked out past the bars of the small window in her cell. It was dark, without her realizing it, the entire day had slipped away. Just like everything else, it had slipped away. Just like her life, her happiness. Her foals.

She squeezed her eyes shut as the thought passed through her mind. Cheerilee drew her hooves up tighter against her, as if she could squeeze the feeling out of herself. As if she could squeeze the pain from her chest. It wasn't just the foals she had hoped to have with little Apple Bloom that she missed. It was all of them. All her students. She'd never get to see their smiling faces. Never get to listen to them laughing and playing at recess. And all for what? One moment when she couldn't control herself. One moment where everything had gone crazy. She kept wondering how it could have happened. What had done that to her, made her loose her control. Made her that way.

With a shiver, Cheerilee slipped a hoof over her face. She wasn't crying again, she had run out of tears by now. But that didn't stop the sorrow from coming again. It didn't stop the longing. The memories of what she had done. She hated them, and she loved them. She feared they would haunt her for the rest of her life, and at the same time she hoped she never would forget them. The way it felt to pleasure herself with those little fillies. The shocked look on their faces. The look of need and worry on Apple Bloom's face as she reached for her. If only she could have awoken sooner. If only she could have found some way to escape. To run away with that little filly. With the sweet little mare she needed...

Cheerilee's thoughts were interrupted by the sound of a door opening. She couldn't see who it was, her cell too far down the hall to actually see the door from where she was laying. But she didn't really care at this point. She didn't expect that anypony was coming to let her out. If anything, she expected that any pony come to see her would be there just to accuse her again. To remind her of what she had done, and of what she had lost.

Laying her head back down, Cheerilee just sighed and waited to see who it was. She had already had the meager dinner that was allowed for her, and she suspected that late night snacks were not something criminals had a right to.

"We found her earlier today, along with two foals. They were covered in..." Billy Club's nose wrinkled as she paused for a moment. She had been one of the officers on the scene today. She could still remember the smell, thick and musky. To say nothing of the way they all looked. "Fluids..."

Luna nodded softly as she walked slowly with the officer. She had her suspicions the moment she had gotten that scroll. But still, it would help if she knew exactly what had happened.

"And did you find the pony responsible there as well?"

"That's just it!" The sergeant took a breath, still trying to wrap her head around what she was about to say. "One of the foals said that she was the one that did it. We looked all over for a stallion that may have fled the scene, but came up empty hoofed."

'Of course you did. I did it all. Every wonderful, horrible, shameful moment of it.' Cheerilee thought as she heard the two ponies drawing closer to her cell. One she recognized, one of the officers that had brought her in. The other, she couldn't quite place.

"All the doors to the school house were locked from the inside, and..." Again Billy Club's nose wrinkled. Every time she thought about it, that scent came back in her mind. She just couldn't shake it for some reason. It made her shiver, and it was starting to disturb her just how much it had effected her. "And with how, er, covered the place was, we would have seen any hoof prints leaving the scene."

Luna stopped for a moment, rubbing a hoof under her chin. Everything seemed to fit what she knew about the 'blessing'. Everything except why it had gone to the school house. Why did it just pass into some random mare?

"Pray tell, Sergeant, but did you notice anything unusual about the mare you found?"

"Unusual?" Billy Club asked as she stepped up to Cheerilee's cell. The other mare was still out of sight for the moment, leaving Cheerilee to wonder just who it was. "Aside from the fact that she was crying and going on about foals? Not a thing, your highness."

That brought Cheerilee's head up from the mattress. Did she just hear that right? A moment later and her doubt was banished, as the tall, midnight alicorn stepped into view. Cheerilee's eyes were wide as she looked past the bars at Princess Luna. Why was she here? Was it off to the Canterlot dungeons with her? Right then, Cheerilee knew there was no hope left for her. She'd never be heard from again.

Luna tilted her head as she looked at the trembling pony atop that old mattress. She didn't seem that out of the ordinary. She wasn't even a unicorn, just a simple earth pony. Was the 'blessing', in a sense, flying blind? She looked to Billy Club, holding a hoof out as she gestured towards the incarcerated Cheerilee.

"Tell me Sergeant, if you have already apprehended the pony responsible, as you believe," Luna said. She watched as the officer's eyes grew serious and her jaw was set firmly, "then why did you see it necessary to all for my aid?"

"Because it doesn't make any sense!"

Billy Club blurted out, a bit more forceful than she had intended. With a sigh she closed her eyes, trying to calm herself down. She couldn't fly off the handle at a time like this. Not now that she had gotten the Princess's attention. Sometimes she wonders why she had taken this job in the first place. It seemed like all the other police ponies were content to simply close cases as soon as possible. But here she was, looking at a case that didn't add up. A case she was sure was deeper than her fellow officers thought.

"I saw the scene where we found her and those two fillies..." The police pony took a deep breath, remembering how everything looked. How everything smelled. Shaking her head, she continued. "There was no way a mare could have done those things. Even if she admitted it, there had to be something more. Some other pony involved."

Luna considered this. She knew just what had happened, or at least she had a pretty good idea. The police ponies had caught the pony who had did those things, that much Luna was almost sure of. But here was the one pony that bothered to look deeper. With a little grin, she looked over Billy Club. Aside from her uniform, she didn't look the part of a police officer. Luna was willing to bet that, in every way, she was the exact opposite to Captain Night Watch. And yet, she was the one that wanted to get to the truth of the matter.

"Sergeant, I can tell you with almost total certainty that you have indeed apprehended the pony responsible for what happened."

"Um... Princess?" Billy Club looked up to Luna, an eyebrow raised. "You do realize that she's not a stallion. I don't think-"

The midnight hoof to her lips stopped the unicorn from continuing. With a small nod, Luna moved her hoof to point to the cell door.

"Sergeant, if you'd please. Unlock the cell."

"A-Alright, your highness..." Her horn glowing a deep crimson, Billy Club levitated a set of keys up from a belt wrapped around her middle. Sliding one of the old skeleton style keys into the lock, a soft clicking let every pony know that the cell was now open. To Cheerilee, it sounded like the ring of a guillotine blade.

Slowly she slipped from the mattress, her hooves trembling as she moved to sit in the middle of the cell. Her eyes watched as the barred door opened, and the Princess of the Night stepped in.

'This... This is it... She.. She's going to take me away.. Take me away, and I'll never be heard from again.. Oh please.. Please, if only.. If I could just have one more moment... I... I'm so sorry.. I'm so sorry, Apple Bloom...'

Cheerilee couldn't take it anymore. She closed her eyes tightly, trying to stop herself from shaking, but it was no use. She could hear each hoof step draw closer. Each time she heard it, her heart stopped for a second, till she was afraid it wouldn't start back again. Maybe that would be better. Then she wouldn't have to go on living, knowing she'd never again get to see that smiling face. Eventually those hoof steps stopped. The Princess was standing right in front of her.

"Tell me, what is your name?"

"Ch-Cheerilee.." Her voice was little more than a squeak as she answered the princess's question.

"Well then, Misses Cheer-"

"Miss!" Cheerilee winced as she had spoken on reflex. She has had to correct that mistake so many times before. It had always bothered her that ponies always assumed she was married. Did she really look old enough for them to assume that? Not that it would matter much longer. She was sure no pony would even care were she was going. When she spoke again, her voice was barely above a whisper. "M-Miss Cheerilee, y-your highness..."

"Miss Cheerilee." Luna smirked a bit. She looked over the pony in front of her. The earth mare was still trembling. Was she afraid of the princess still? No, that wasn't it at all. Luna could tell, Cheerilee was terrified of what might happen to her. With a little sigh she continued. "You are the school teacher, are you not?"

Cheerilee just nodded, still with her eyes closed. She could feel tears starting to form, welling up from the corners of her eyes. Any moment, she expected to be whisked away, gone to some dark hole under Canterlot.

"Do you know what you did this morning?"

"I... I... " She swallowed hard, her head lowering as Cheerilee thought about that. What she had done. It was horrible and wonderful at the same time. Horrible that she had done it, that she had let herself give in to urges that couldn't have been her own. But so wonderful to feel. So wonderful to let herself go, to let herself feel the warmth, the tenderness. Even now, she wished she could feel it again. But she knew she couldn't. She knew she shouldn't. She had done something no teacher, no mare, should ever do. "I hurt them... I... I'm sorry.. I didn't mean to.."

"Miss Cheerilee," Luna watched as tears slowly rolled down the teacher's cheeks. Watched as they fell from her chin to the floor of the cell. Luna had seen another pony crying for the same reasons before. "I want you to tell me, just what it was you were thinking when you did those things."

"W-What I was thinking?" Slowly Cheerilee looked up, her trembling eyes opening to look to the princess. "I... I'm not sure... I'm not sure I even was th-thinking.."

"Please, Miss Cheerilee. This is important." Luna reached a hoof out, slipping it under Cheerilee's wet chin. "What did you feel? Just what happened?"

"I... I remember.." Cheerilee swallowed hard, taking a deep, shaking breath as she tried to steady herself. She was still shaking, her panic refusing to leave. Even as she thought back to this morning. To those strange events that had brought her life to ruin. "I.. I couldn't move. I felt hot.. I.. I passed out.. And then.."

Luna chewed at her cheek as the mare paused. Slowly she let her hoof slip back to the floor as she sat down.

"Go on."

"I woke... I woke up. And I.. " A shiver ran up Cheerilee's spine. Remembering how it had felt. How it had throbbed. How it made her feel. "I... I had a.."

"And?" Luna nodded as she listened. The mare didn't need to explain that. She already knew what had changed about the mare at that moment. But she needed to know what had changed inside.

"I... I just.. I needed.." Her legs were shaking, and her vision was swimming from the tears flooding her eyes. Cheerilee collapsed on the floor in front of Luna, sobs shaking her body as she remembered everything. How it had felt to want them. How much she needed to do those things. To feel them, to make foals with them. It was like something had taken over her mind. Taken over her desires. Cheerilee could still feel it, even now. The need hadn't left her, not completely. More than anything, she wished she could see her. Could hold that little filly against her. To feel the warmth growing in her belly. "I... I just wanted them.."

Luna shook her head slowly as she watched the mare sob there on the floor. Reaching her hoof out, gently stroking Cheerilee's mane back to calm her. This wasn't what she had wanted to do. This wasn't how Luna had intended things to turn out all those centuries ago. It seemed like, with every passing day, her mistakes grew. Now this innocent mare was suffering for what Luna had done. She leaned down, listening to Cheerilee's sobs. She had to make things right.

"Miss Cheerilee?" Luna said softly, her hoof still smoothing back the teacher's tangled mane. "Did you just want your students?"

Cheerilee shook her head slowly, sniffling as she struggled to hold back her tears, though she knew it was no use.

"N-no... I... I wanted to.." She coughed softly, feeling her chest ache from all the crying. "I w-wanted to get them p-pregnant.. Oh please, Princes.. I.. I need help.."

Slowly, Luna stood, looking down at the shaking school teacher. Cheerilee was right, she did need help. But Luna couldn't hold her responsible for all this. The Mistress of the Night turned, walking slowly to the cell's door.

"You may go now, Miss Cheerilee."

"P-Princess?!" Billy Club had watched it all silently from the hallway. She had guessed what the princess was doing, interrogating the prisoner. It mostly wasn't anything she hadn't heard already. Cheerilee had confessed to being the one responsible for what had happened, though she hadn't said why she did it. That had come as a bit of a shock to the police pony. But compared to this? "You... You cant be serious..."

"I am, Sergeant." Luna said as she stepped out of the cell, looking back to see Cheerilee's stunned expression watching her. Slowly the earth pony pushed herself up to her hooves again, taking nervous steps towards the door. Luna looked back to Billy Club. "What she did was not her fault. She had no control over her actions this morning."

Cheerilee knew, or at least felt, that the princess's words were not entirely the truth. She did feel compelled, forced into her actions. But deep inside, in her heart, she knew that she had wanted to do those things. It was as if she was just given the push to do what she had always wanted to do. That frightened Cheerilee, knowing that she wanted to do such horrible things. But at the same time, she could feel herself wanting to do them again. Not to defile more fillies, no. Just one. Just one precious little mare.

Billy Club watched as her former suspect stepped gingerly from her cell. The sergeant's eyes moved back and forth between Cheerilee and the princess. She couldn't believe what she was seeing. A confessed rapist was just being let free? Pardoned by the princess, no less. In the end, it just confirmed her suspicions. This was anything but an open and shut case. There was something much more going on here. Something she needed to get to the bottom of.

"Miss Cheerilee?"

Luna's voice seemed to reach down the hall and grab a hold of Cheerilee's neck. The mare could almost feel it tightening around her. Had this just been a cruel joke? Slowly, she looked back to the princess and the police officer.

"Y-your Highness?"

"Understand that you are not to blame for your actions this morning. There was no way for you to control yourself." Luna said, her expression firm, yet tender as she held Cheerilee's gaze. "But I know what it is you are feeling. What you wish to do now. I urge you to caution. Now is not the time to compound mistakes."

The school teacher's ears drooped at that as her eyes fell to the floor. Luna was right, Cheerilee did want that. She wanted so much to run off and find that filly. Her filly. She knew that was what she wanted with her whole heart. But she knew she couldn't. Not now, at least.

"In time, perhaps. But for now, go home, and try to put this behind you."

Slowly Cheerilee nodded. She had to try to forget about this. Forget what it was she wanted. She knew there was little chance of that, but she had to try. If anything, she had to try for that little filly. She had to try so Apple Bloom could go on with her life, even if Cheerilee's was coming to an end. Eventually, the princess's words still weighing heavily upon her mind, she slipped out from the hall and through the police office.

"Princess... Are you sure that was a good idea?" Luna turned to meet the questioning gaze of Billy Club. The police pony was confused, and more than a bit upset by all this. "You just let a confessed foal molester back out into the town.."

"Miss Billy Club," Luna started, earning a slight growl from the police pony. Luna had to admit, she was starting to find it rather entertaining how the mare despised her own name,"there is something wrong here in Ponyville. Something that the police department is not prepared to handle."

As she spoke, Luna had walked out from the hallway, heading through the office with Billy Club in tow. She needed to deal with this quickly, before things spiraled out of control. It was clear to her now. The 'blessing' was running loose, just as she feared. It wasn't confined to the Stargazer bloodline any longer. Lost and confused, it was moving to random mares. All in the hopes of coming across another Stargazer. But Luna knew that was impossible. There was only one Stargazer young enough and fit enough to continue on the family line.

"Wait.. So, that's just it then?" Billy Club called after the princess as she watched Luna stepping through the front door, out onto the street. "We're just going to sit here on our hooves while something goes around and turns innocent mares into sex offenders?"

"Sergeant," Luna sighed. The less of her mistakes that were made into public record the better. She looked back to the police pony standing in the doorway, "you are not trained for this, nor are you knowledgeable enough to assist me in these matters. For now, the best thing for you to do is wait here and attempt to keep the peace."

"Oh buck that..." Billy Club said under her breath as she trotted out the police office and up to the princess's side. "You can command me to sit here like some lay-a-bout while things go to Tartarus in a hoof basket. And I can say 'forget that' and deal with things myself. Ponyville is my home, and I'm not going to sit around while things go all crazy around me."

"You do realize that this will likely cost you your job, don't you?"

The sergeant chewed at her lip as she considered that. Forging the captain's signature was likely enough to get her fired anyway. If she had been willing to risk that, she might as well go all the way now.

"Fine." Billy Club said flatly. "Police work was too cushy for me anyway."

"Well then, Miss Billy Club." Luna smirked a bit "Do try to keep up."

And with that, the Moon Goddess spread her wings. With a rush of air, she took off into the night, sailing above the streets. Billy Club was left to just stomp her hooves in frustration as she watched the princess getting further and further away. With a huff, she took off, galloping as fast as she could to keep up.

Another flip of the page. Another dusting of particles to tickle the pony's nose, threatening to cause a sneeze all over the old book that rested in front of Twilight's snout. She sat at her reading table, a stack of books to one side of her, a slightly smaller stack to the other. And in front of her, another book rambled on.

Twilight licked at her lips slightly as her eyes scanned slowly over the page. It was a book she had read before, but it was worth going over one more time. Not just to refresh her memory, but she had hoped that she might notice something particular, now that she had a certain topic in mind. The book, like the others stacked upon the table, was about magic. She had many books on the subject, but these books were chosen for one very important reason. They were old.

Not just old, they had been written just at the turn of the pre-classical era. Back when magic was slowly changing into what it known as today. Even though these books were reprints of much older manuscripts, the texts were a record of a time when new ways of thinking, new methods of casting, were just starting to be uncovered. And Twilight hoped that they held some clue as to what was going on.

Twilight remembered back to the times the princess had spoken with her, just after she had been saved from herself. It had been a difficult time for the unicorn. In truth, it was still difficult. But one thing had stuck out, amongst her crying and Luna's attempts to comfort her. The princess had said that the curse she had suffered was old. Not just old, but 'old magic'. It had been something that Twilight had never really considered before.

She knew that magic had gone through a period of rediscovery. A time when unicorns had developed and perfected the spells and incantations that they used still to this day. But before then, it was something of a mystery to Twilight. She knew unicorns had used magic even back then. It had always been part of what separated unicorns from the other ponies. But just how they used magic, what spells they had cast, it was something Twilight now felt she needed to know.

There was precious little information from those times. It was as if the advent of the written word hadn't occurred till just before modern magic had started to form. And so, here she was, trying to piece together what little clues she could find from the oldest accounts she could get her hooves on.

"Uhhh.. Where's Spike when I need him?"

Twilight groaned as she looked up at a bookshelf. She knew just where the little dragon had gone off to. When she arrived to find the library dark and empty, she at first had panicked. It was a state of mind that Twilight had, unfortunately, started to get used to being in. But her worry had abated soon enough, finding a note waiting for her on the table.

Spike had gone to spend the night over at Fluttershy's cottage. With a sigh, Twilight's horn glowed softly. A book slowly floated from the top shelf, gently descending it's way to rest on the table in front of her. She wished the little dragon was here to help her with this, but she knew he needed to be where he was now. It was where Spike would often go when he needed to relax. When the stress of taking care of her had gotten to be too much for him to deal with, and his bedroom wasn't far enough away.

Rubbing a hoof against her forehead, Twilight quietly berated herself. Without even realizing it, she had become such a burden to the young dragon. One day, Twilight promised to herself, she would find some way to make it up to him. With a sigh, Twilight set her hoof back down, looking to the book she had just retrieved. Right now, she didn't have time to worry about how she would show Spike her appreciation for all he had done for her. Right now, there were much more pressing matters to look into.

Flipping through the pages, Twilight looked for the reference she had found. It wasn't much, but it had stood out to the astute unicorn. Old magic seemed to her to be quite dangerous. Not just cause of what it had done to her. It seemed to be just as dangerous to the caster. Mentions of soul fragments, of splintering one's self into innumerable shards. It all sounded so extreme. So painful.

To think that this was how every unicorn used their magic back then. How the princesses had casted magic. It made Twilight's skin crawl. Just what could splintering a soul do to a pony? Could casting too many spells have been fatal back then? Every bit of information she had found seemed to make one thing very clear. That magic had changed to be safer.

Not only safer, but easier as well. It seemed that, from what she could uncover, it took a great deal of effort to break a part of one's soul off to form a spell. But it seemed this great price also brought great power. There was mention of feats of magic even she would be impressed by. But that wasn't what had interested Twilight. She wasn't researching to find some way to create more powerful spells. She was looking for a way to stop them.

She kept thinking back to that crowd in front of the school today. What she had heard those two ponies talking about. It had struck a little too close to home for Twilight's comfort. She wasn't to blame for what had happened, that much was obvious. But then, what was? What else could have caused a normal, sane pony to do such things?

Twilight knew of many spells that could be misused. Spells that could be twisted to such perverted aims. But even if a unicorn had gone to so much trouble as to cast the many different spells it would have taken, Twilight couldn't shake the feeling that it wasn't just any spell that had caused this. Luna had said that she had removed the curse, contained it where it would trouble no pony ever again. But then how could she explain what had happened?

Had the curse some how gotten loose? Did it somehow duplicate itself? These and a dozen other questions had formed in Twilight's mind. And despite all her talent for magic, she still had no answers. So she had looked to her books. Looked for what information she could on the old magics. And she was finding despairingly little.

With a sigh Twilight's forehead hit the table. She had been looking through books since she got home, and while she did find some information about old magic, none of it was very detailed.

"I guess it's just too old..." She said as her horn glowed, the books in front of her closing quietly. "There's just not enough information about it that's survived to today.."

Twilight was considering if it would be worth it to send a request to the Canterlot Archives when a quite knock got her attention. Her ears perking up, she looked to her front door. Again, another little knock was heard.

"Who could it be at this hour?" She wondered. She looked over to where her dress was draped over the back of the couch. It had been too warm to continue wearing it once she was home, so she had undressed. She considered putting it on again, just to be safe. She could just crack the door open, that way she could keep herself covered without having to bother with the dress. "I'm not gonna mess with it. Not just to answer the door.."

"I'm coming..." Twilight said with a sigh as she heard another knock. Her horn glowed softly as she unlatched the lock. The door opened just a bit, just enough for her to peek out and see who it was that had come knocking. "Ok, who... is... it.."

Twilight's words died away as the door swung open more than she had intended. Her eyes widened and her jaw hung slack as she looked at the pony on the other side of the door. Applejack was standing there on her doorstep. The mare looked like she was worn out, her body covered with sweat which glistened softly in the moonlight. Her mane and tail were tangled and her eyes were downcast.

"W-what.. Why.."

Twilight tried to form words. Tried to say something as she just looked at her friend. Her mare. All thought seemed to be lost to her at that moment. She couldn't believe that Applejack was here. That the one thing she desired most was standing in her doorway. Applejack slowly looked up to her, the earth pony's eyes were red and puffy from crying.

"Twilight... Ah..."

She took a step towards Twilight, but stopped, her eyes looking to the floor again as her cheeks flushed softly. Twilight took a step back, not knowing if she was going to be yelled at again. Had Applejack come here to accuse her again? To berate her for what she had done? Or was she here for another reason?

"Applejack... Why... Why are you.." Twilight started, but she never got the chance to finish. What she saw shocked her too much to speak. She saw tears, falling onto her doorstep as they dripped from Applejack's cheeks. She watched, stunned, as they continued to fall, and her mare's musky body shook softly.

"Ah... Ah'm s-sorry.."

She couldn't believe her ears. Twilight had to sit down as she watched those tears fall, and heard those words come from Applejack's lips.

"You.. You've got nothing to be sorry for, Applejack. I..." Twilight took a deep breath. She knew she would have to say this, that she would have to apologize for all she had done. But seeing Applejack like this, seeing her mare crying. "I.. I'm the one that's sorry.."

Applejack just shook her head, shutting her eyes tightly as tears were slung about. She knew this would be it. That once she did this, there would be no going back. She knew it, and still she didn't care. Everything she had been was telling her not to do it, that it was the wrong thing to do. But everything she was, everything she wanted to be, had brought her to this.

"Twilight, Ah love ya!"

Everything seemed to come to a stop for Twilight. Those tears seemed to fall in slow motion as she looked at Applejack with trembling eyes. She couldn't have just heard that, could she? She had dreamed of this moment, wished for it. But now that it was happening, Twilight could barely muster up enough control to do little more than breath and stare.

That was it. This was where her old life ended and her new one began. Applejack's heart was racing, not from running the whole way here. Not from all the crying she did. It was racing because she finally said it. Finally admitted what it was she had been wanting to say for three months now. That she didn't want to be the strong Apple Mare any longer. That she just wanted to be that quivering wreck from the orchard. That she wanted to be Twilight's mare.

"A-Applejack.. You.." Eventually, Twilight found her powers of speech returning, slowly at first. But as she started to process through her shock, she found her voice again. "You... You cant mean that.. After.. After what I did.."

"Ah don't care..." Applejack's voice was a whisper, as if she had to tell herself first before she could tell anypony else. What other ponies thought, what her family thought. That it had been wrong, it had been perverse. She just didn't care about that any more. When she spoke again, she was nearly yelling. "Ah don't care! Wh-Whut ya'll did... Ah don't care iffen it was wrong.."

Applejack squeezed her eyes tightly shut, trying to stop the tears that kept flowing. She didn't want to cry, not right now. But she could feel them still coming, tears of regret, of joy, of relief. They were all mixing together as they seeped from her shut eyelids. She could feel her legs shaking, her breaths coming in ragged gasps as she tried to control herself, mostly from habit. She wanted this, to just break down, to be weak rather than strong. But it was still so hard, to let go and just let herself be what she felt she wanted to be.

With a groan, Applejack just let go, like a barn who's main timbers were suddenly missing. She pushed her own supports away, shoved them aside and just let herself come crashing down. Her knees buckled as she took a step into the library, and she found herself on the floor in front of Twilight. The unicorn gasped, watching her friend, her mare, collapse like that. Falling to her knees as well, she slipped her forelimbs around Applejack, pulling her close. She could feel the earth pony tremble, hear the whimpers escaping her lips. She could smell the sweaty musk drifting slowly from Applejack's coat.

That scent, it was so familiar. So warm. She had smelt that way before, out in the orchard that night. Despite her worry, despite her concern, Twilight could feel something stir in her chest, and lower. This was the scent of a mare, raw as it should be. Slowly Applejack's eyes opened, looking up at Twilight with her trembling gaze. Twilight looked into those shimmering rings of emerald. She could see it, the longing, the desire. The need to escape.

"Applejack, are... Are you alright?"

"Tw-Twilight.. Please.. Just.." Applejack reached up, her hoof slowly pawing at Twilight's chest. She could feel the soft, smooth fur against her hoof. So different from her own. "Just tell me Ah'm your's... Tell... Tell me ta be your mare.."

"I... I don't know..." Twilight gasped softly. What was Applejack saying? She could feel the mare shaking in her embrace. Applejack's eyes closed tightly, and her face was soon pressing where her hoof had been a moment before. Twilight could feel the sobs against her chest.

"Please, Twilight! Ah... Ah need ta know.. Ah need ya ta tell me..."

"Y-yes!" Twilight said with a start, blinking as she watched her friend, the mare she always thought of as strong. Thought of as never needing anypony. Right now she needed to be told. To be told who she was. What she was. "Y-you're my mare... Do you hear? You're my mare..."

Twilight could feel the sobs slowly stopping, but those whimpers continued. She could feel Applejack's breaths relax a bit, the shaking of her body lessening as, to Twilight's surprise, the farm pony started to nuzzle. Twilight could feel her cheeks start to redden at the feeling of that muzzle rubbing against her. Feeling those lips against her coat. It was like a switch had been flipped inside her friend. A switch that went from sorrow to joy. Had it really been that simple all along? Had Applejack really been just three words away from Twilight's heart this whole time?

"You're my mare..." This time, the words came easier. Slowly Twilight let her chin rest atop Applejack's head, nuzzling down at her mane. She could smell the earth on her, almost taste the fertile dust in her mare's mane. Again she felt a tremble run through Applejack's body, and a whimper sound against her chest. But this tremble, this whimper, they were in pleasure at hearing those three simple words. Those lips against her chest, Twilight could feel them slipping upwards, pressing tenderly up towards her neck. "I'll never let you go again.. Ever.."

Every time Twilight said it, said those words, Applejack knew that this was right. This was where she belonged, curled up like a filly in Twilight's embrace. In her stallion's embrace. Slowly she nuzzled her way up Twilight's chest, feeling her flanks tremble as she kissed softly. Her lips worked up towards her stallion's neck, caressing slowly as she felt Twilight stiffen slightly, then relax.

A groan slipped past Twilight's lips as she nuzzled into Applejack's mane. How she had longed to smell the sweet aroma again. So now she drunk deep of it, filling her lungs with the scent of mare. The scent of her Applejack. She could feel it, that horrible length she had been so afraid of for so long. But now Twilight couldn't care less. It was a part of her, it was what she was now. And as that scent filled her with every breath, Twilight knew this was right. This was her mare, and her mare wanted this.

Applejack pressed close, her hooves slipping to slowly caress up Twilight's sides. She was so warm, so soft. At one time delicate, but Applejack knew she was also powerful. Not just the unicorn's magic, Applejack had felt a different kind of power once before. And she dearly wanted to feel it again. She could already, feeling it pressing against her, pushing with more urgency by the moment. Slowly, as her lips gently pecked at where Twilight's neck met her chin, Applejack started to nuzzle lower. Her breath was growing hot, growing thick with desire as she drew closer to it. This was what she wanted, what she had longed for every night. What she had missed for so long.

Trembling lips, as if they could barely hold back their need, pressed to Twilight's swelling tip. The feeling, the tender contact, it brought a groan from her lips. Slowly Twilight's eyes lifted up from her mare's mane. Her cheeks turned bright crimson as she looked out onto the street. With a little glow from her horn, the library's front door suddenly closed. The loud noise making the mare in her grip jump with a little gasp, and those lips pulled back from her pulsing cocktip.

Applejack looked up to her stallion, her cheeks flushed. Twilight met her gaze, her own cheeks burning slightly in the same way. They could almost feel each other's heartbeats as the moments ticked by, slowly a nervous giggle rose between them. Neither could tell who had started first. It had put a pause to their passion, but it had also broke the tension like a dry twig. Twilight's embrace around her lover grew tighter as she pulled Applejack back from the door, pressing her body against the farm pony's musky hide.

Slowly, she lifted Applejack against her, pulling her close as her eyes closed. Applejack's eyes grew wide. It felt to her as if she was looking up into the eyes of a goddess, as if her whole world was being pulled in as those eyelids slipped shut. Her mouth opened, lips eagerly reaching till she felt the press of her stallion's. Her mistress's lips against her's as she kissed back.

This was like nothing Twilight had ever tasted, ever felt before. She had tasted Applejack, felt the warmth of her body. But this, she wasn't just taking. Applejack was giving freely, eagerly. And Twilight took everything she could, everything she could urge from her mare. Her lips caressed, pulled and suckled as the kiss deepened. Soon her tongue slipped out, running against those warm lips as it wriggled it's way into Applejack's mouth. That brought a muffled squeal from the farm pony. It was so strange, so new, and so wonderful. To feel that little muscle so warmly, so intimately as it caressed and wriggled between her lips. She suckled at it hungrily, letting her own flick and caress against it as she nearly nursed against Twilight's lips.

Eventually, Twilight pulled back, her lips parting from Applejack's as her tongue slowly slid over the earth pony's lips. Her eyes opened in time to see the long trail of spittle glistening in the dim light before it broke. Applejack's eyes were still closed, her mouth hanging open as she panted. Her cheeks were burning pink, and she trembled as she pressed close against Twilight's chest. She was waiting, panting as she awaited the command of her mistress. To hear the words that would give her direction, that would take the weight of the world off of her shoulders and let her simply do.

Twilight blushed at that, thinking about what she had now. She loved Applejack, she had known that since the first night she had embraced the wonderful mare. But now, her mare had given her everything. Literally given her entire life to Twilight. And that sent a shiver down the unicorn's sides. Slowly she reached a hoof out, slipping it under Applejack's chin to hold her softly as she leaned close. Close enough for their breaths to blow over each other's lips, inches from contact.

"Applejack..." Twilight said in a soft, lusty tone.

"Y... Yeah?" Twilight's mare said, still short of breath.

"Taste me."

And with that, Twilight's hoof slipped from Applejack's chin, stroking up over her cheek and too her mane. Gently she pressed into that tangled mane, urging her mare downwards. It took only the slightest of touched as Applejack descended, her eyes opening to slits as she gazed at what awaited her. She saw it, the monster rising from Twilight's lap. It was huge, throbbing in time to the unicorn's heartbeats. The sight of it brought a painful ache from Applejack's loins, and a trembling moan from her lips. She remembered what it had done, what it had done to her. And what it would do to her again, and that thought made the farm pony's pulse quicken.

Gingerly, as if it was a dangerous animal, she drew closer, breathing deeply. She could smell Twilight's scent, the thick, pungent aroma slowly wafting up from her length. That brought another tremble to her flanks, and Applejack could feel herself squeezing. She could feel her folds flexing, winking in eager anticipation. She wanted it. Needed it inside her. But her mistress had commanded her to taste. And Applejack could feel her mouth water as she drew closer.

With delicate, almost reverent care, her lips gently pressed against the side of that swollen tip. She caressed and kissed at the edge of that huge flare, suckling gently as the tender flesh as she slowly opened wider. Applejack worked her lips around more of Twilight's girth, though she knew she'd never be able to embrace all of it, not with these lips. So she suckled and kissed, pulling her lips back only to let the flavor bloom in her mouth. Musky and raw, powerful and pungent. A lusty groan rang out above her, and so she continued to tease at that pulsing length.

Twilight closed her eyes, leaning her head back as she held herself up with her hooves. She had known about this, heard about other ponies doing it. But she had never thought she'd ever get to experience it herself. Those lips, that tongue, it was a slow motion dance of desire playing over her needful shaft. Every touch of Applejack's lips, ever slow stroke of her tongue sent a tremble up her back, and made her hips want to buck towards that warm mare. But she held herself as still as she could. She wanted to savor this, even as she could feel pre starting to well up at her tip and drool down her length.

That warm lube never got far. As soon as it started to roll down the veiny flesh, it was captured. Suckled up hungrily by Applejack's lips. It tasted thick and salty, bitter and pungent, but she didn't care. It came from Twilight, from her stallion, and so she wanted it. She wanted everything, every drop, every taste. Slowly her lips worked upwards from the shaft of Twilight's length, suckling at every drop that rolled downwards, her tongue licking up the trails left behind till she found herself at that tip. With a deep breath, she pressed to it. Her lips wrapped around the slight dome of that pulsing tip. Like a hungry foal she nursed, tongue flicking to early tease and encourage more of that warm nectar to seep out. She swirled it around her mouth, letting her cheeks fill before swallowing it down.

Twilight could feel Applejack's breath on her, blowing from the mare's nose and down her length. The suckling was making her pulse quicken, making her hips twitch. The need, the urge, it was growing. Her mouth hung open as her breaths grew deeper. More and more of her warmth she gave for Applejack's hungry lips. For that flicking, squirming tongue. She couldn't hold back much longer, couldn't keep that beast from building inside her. With a groan she reached up, pushing Applejack's shoulders back suddenly.

The farm mare's lips pulled from that tip unwillingly, a lewd slurp as they still tried to reach for it. Twilight watched as a string of pre connected her still to her mare's pouting lips. Applejack looked up to her mistress, a whimper of need slipping out as she flicked her tongue, trying to gather up that trail of fluid before it was lost.

"N... Not yet..." Twilight panted, trying to control herself. She knew she wouldn't be able to hold back much longer, her lust quickly growing into something she could never tame. But she wanted more, she wanted to feel her sweet mare around her. "You... You almost made me... cum..."

"Ah... Ah'm sorry.." Applejack whimpered, looking down at the floor between herself and her mistress. That look, it made Twilight's cheeks brighten. Applejack was her's, body and soul. The pregnant pony was worried she had done something to upset her. If she had been in a calmer state of mind, Twilight might have found it strange, even a little worrisome. But right now, it just made her feel powerful. Made her feel in control. It made her feel just how she had felt that night.

Twilight leaned in close, her cheek pressing against Applejack's as her lips brushed tenderly against her mare's ear. Applejack could feel Twilight's breath against her, feel the warmth of her blush and the gentle caress of those lips.

"Upstairs... Now..."

Those words, that command, they made the farm mare's heart jump in her chest. Almost in a fluster, Applejack's hooves scrambled against the wooden floor, lifting herself up to race for the bedroom. Twilight watched as her mare went, her eyes drinking in the shape of those retreating flanks, the sway of those wide hips. A hungry groan slipped past her lips as she made to follow. She could feel her length bobbing under her, smacking soundly against her belly with every step. It felt good, felt right. At long last, she was a stallion again.

She followed her mare into the bedroom, and up the steps to her bed. The dim light giving her little difficulty. By now, she could almost follow Applejack by scent alone. And that scent made her blood boil. Applejack was already on the bed, sitting there to await her stallion. Twilight could see the blush on her cheeks, it was so bright it was flowing down her throat. She squirmed atop the bed in eager anticipation. She was a mare in need. A mare in need of her stallion.

As Twilight crew closer, her nose lifted to drink in that warm scent, Applejack trembled softly. Her eyes looked away, shyly avoiding the gaze of her stallion.

"Tw... Twilight.. Please.. B-be gentle.."

Those words were soft, but breathy. They gave Twilight pause, despite her rampant lust. Slowly she could feel the blush on her own cheeks deepen. She had almost let herself loose all control, all restraining.

"I... I'm sorry.." She said, looking down with some embarrassment. Of course she should have known better. This wasn't like before. "I was too rough your first time..."

"N-no!" Applejack gasped, blushing brightly as she squirmed a bit. She had to admit, the first time Twilight had found her, claimed her, it was plenty rough. But she didn't mind, not after she had time to think about it. "Ah... Ah mean... Be careful... Cause.."

Twilight watched as Applejack sat back, looking away with a bit of embarrassment. Slowly her hoof slipped down her chest, trailing to rub a little circle over her belly. Through her lust-addled mind, Twilight realized what her mare had meant.

"Oh..." Twilight had to suppress a giggle from escaping. Slowly she slipped onto the bed, moving to nuzzle against Applejack's neck. "Mmm.. I'll be careful... I just want you so badly."

That brought another groan from the pregnant mare. Licking at her lips, Applejack slipped down to her hooves, lifting her tail as she nuzzled her cheek down into the pillow. With her hips raised high, she looked back at her mistress. This was how she was, how Twilight had bound her that night. Closing her eyes, she remembered how it had felt. To be at the mercy of such a powerful, demanding stallion. With a tremble, she could feel herself wink to her mistress.

And Twilight could see it clearly. That little flower, it's petals flexing, opening eagerly. It made Twilight tremble with need, but she took a breath, closing her eyes for a moment. She wanted that, needed that. But she had to be careful. She knew she wasn't just a stallion. She was a monstrous one. As much as she wanted to, as much as Applejack wanted it, she had to restrain herself. There was another pony that depended on it. A pony that meant the world to Twilight. She looked again to those tender, rounded flanks, that softly sculpted plot. And a grin slowly curled at her lips.

Applejack gasped at the feel of hooves on her rump, feeling them rub and caress at her flanks, roaming over her cutie mark as Twilight lifted herself over her. She trembled, panting as she could feel herself being covered, her tail pushed aside as her mistress's body slid against her. The feel of soft fur stroking against her own making her legs tremble. As those forelimbs slipped around her waist, she felt it. That huge tip pressing against her, nudging gently at first against her quivering mound. It brought a groan from the pregnant mare, hoping that Twilight would be careful, even while she wished the unicorn could use her like she had before.

She could feel that tip prod at her again, pushing Applejack's petals apart for a moment as she felt herself flex, oozing her warmth against Twilight's hot flare. And then it was gone. Applejack whined, squirming her hips, desperately trying to find that contact again. When it came again, her eyes widened. Twilight was no longer pressing against Applejack's aching sex. That slick, pulsing cocktip was grinding urgently against her tiny little pucker.

Twilight licked at her lips, pushing her hips up a bit more to get the angle just right. She could feel that tiny little opening. It puckered and squeezed as Applejack squirmed. Twilight pushed against it gently, feeling it cave inwards slightly against her slowly drooling flare. That was all the warning she was going to give her mare. With a hot groan, she pulled her hips back, then pushed forwards.

Applejack gasped, gritting her teeth as she felt it. Felt her tiny pucker straining inwards against her mistress's demanding tip. She pawed at the bed under her, hips squirming as she felt Twilight's length working her open, that huge flare felt massive. Even more so than she remembered. It had ruined her tender sex, but that had been made to take something like that. This was totally foreign. In all ways something never meant to be there. But it just made Applejack's heart race all the more.

Her eyes squeezed tightly shut, pressing her cheek hard against the pillow as she tried to loosen up, but Applejack could only do so much. She felt herself opening, straining little by little as that length sunk into her. It's warmth, it's girth, she could feel it filling her, pushing her tender insides as they were forced to take something never intended to be there. A pained moan forced it's way through her teeth as her back legs went stiff.

This was amazing. Painful and wonderful at the same time, and Twilight wanted more. Her forelegs slipping down to hold tighter to her squirming mare, she pushed her hips inwards, and more of her length disappeared into Applejack's passage. So tight, painfully so, but the warmth, the trembling. She loved it, after so long she was inside a mare again. Inside her mare. Even if it was something so new, so strange, Twilight loved it.

She pulled back a bit, feeling her mare's tight passage clinging to her, almost suckling at her pulsing member as she withdrew. Then Twilight thrust, her hips bucking down suddenly. A lusty groan escaped her lips as her head tilted back, Twilight could feel those tight rings of muscle around her. Squeezing, trembling, straining. Another buck of her hips and Applejack cried out.

Her eyes squeezed tightly shut, her mouth hung open as a pained cry filled her throat. Her whole body shook, her heart pounding in her chest as she felt herself filling with that length. Filling with Twilight. As her cry died, she gasped for breath. The pressure inside her was unbearable, pressing against parts of her body that were never meant to be touched. She could feel Twilight inside her, sliding deeper, stroking against her most tender places. Feel every throb of that length, like a second heart beat. No, like a third heart. She could even feel it... There.

Twilight's mind was in a spin, lost in a fog of pleasure. She could feel everything inside her mare. Feel muscles spasm and tremble. Feel the rhythmic squeeze and stroke of Applejack's tight passage. She could even feel the warm swelling inside her. If anything, that made Twilight's body tremble the most. To feel it, just on the other side, separated from her throbbing length by little more than a thin passage of flesh. Her mare's full, growing womb.

That just seemed to spur Twilight on even more. Her next thrust forces a gasp from Applejack's lips. Each thrust Twilight took, Applejack could feel the pressure building. Could feel her insides tightening, trembling as her breaths grew shorter, more frantic. She could feel her mound trembling, spasming. Her juices starting to trickle down the inside of her thighs. She was getting close, the painful, throbbing sensation of her pucker being abused, her inner depths being stretched. All for her stallion's pleasure. All for her Twilight.

Twilight could feel it, feel that rush coming on. Her chest was tightening, her thrusting becoming erratic. Applejack was so tight, so warm, she knew she couldn't last much longer. Each thrust brought a pained moan from her mare, each stroke made her length throb and pulse. She could feel the blood rushing through her veins, hear it in her ears as her heart pounded. Closer with every stroke, every wonderful time she sunk into her mare's warmth. Twilight could feel her testes tightening, throbbing in anticipation of what was coming.

Applejack couldn't take any more, everything coming to a head as her hips jerked upwards, pushing herself back onto that painful, wonderful mare-cock. Her eyes squeezed so tightly she could feel tears being forced out, she came. Her lips parting in a primal cry of lust, she shook. Her petals opened, gaping for a moment before they squeezed, and her warm nectar gushed out. It coated her thighs, splattering the sheets. Again she flexed, and another flood of her warmth came forth.

Twilight felt it, splashing against her bouncing sack as her hips smacked soundly into Applejack's rump. She could feel the warm, sticky juices hanging from her, connecting her to her mare as the hot, throbbing hole she was buried in tightened suddenly. It clamped down on her, like it never wanted her to leave, and that was all it took. Her head threw back, mane whipping about as she cried out, eyes and mouth wide as she came. Her length swelled, straining that too tight passage even further. Beneath her, Applejack thrashed suddenly, jerking as that flare grew inside her, threatening to burst something deep inside before it was all washed away in a flood of white. More and more of that warm, thick seed filled her mare.

The pressure grew, rushing deeper and deeper as Applejack could do nothing but take it. Her body shaking, breaths coming in short, labored gasps, she felt her insides swelling, bloating as more and more of her stallions cum filled her. She could feel it bubbling up inside her, forced deeper with every pulse of that wondrous shaft. Her eyes grew wide as she thought it might start gushing from her mouth, but eventually it subsided. With a strained groan, she felt Twilight collapse atop her.

The strength left her limbs, and her hold around her mare's body gave out. If it had not been for Applejack's legs locked into place, Twilight would have fallen in a heap atop the bed. With a gasp, Applejack slowly lowered herself down, panting with effort as she rolled onto her side, sending Twilight to the bed with her.

She couldn't believe it. After all this time, all those night lost to despair. Longing to feel this warmth again, Twilight slipped her forelegs back around Applejack. She could feel her mare's labored panting, feel the trembling caress around her length as it slowly softened. This warmth, this closeness. As exhausting pulled Applejack off into blissful sleep, Twilight smiled. She nuzzled in close, burring her nose in that wonderful, sweaty mane, and breathed deeply.

She'd never let this go. Never let her mare go. Never let her love be taken from her again.