"Luna," came the whispers in the darkness. She heard them, but she did not see them. Yet she felt their presence, the forces that had been with her since before Celestia had even banished her. For a thousand years, she had felt them. By now, she was familiar with the whispers that came to her each night while she slept.

"I am here," Nightmare Moon responded, her voice echoing through the empty void of her own dream.

"You are doing well, Luna," the nightmare forces said to her. "Celestia's will weakens just as her empire does. Her light fades."

"What must I do?" Nightmare Moon asked them.

"You must break her. Celestia is stubborn, and even while she fades, she will hang on to the last thread. You must force her to see reason. You must show her what the darkness can provide."

"Celestia does not believe in power," Nightmare Moon responded. "She will not be easily seduced by your powers. I do not understand it. She is defeated, hopeless, her ponies bow to me now. Yet she will not yield."

"Celestia is an alicorn like yourself, Luna. Power is in your very natures. Celestia knows power, and she is used to it. The helplessness she feels now surely wears on her, as does her dwindling hope, like the last light of sunset. You must entice her, show her how we have given you the strength to do all that she once did and so much more. Your reign over Equestria is absolute, and the moon shines eternal. Celestia was unable to achieve her goals of peace and control because she lacked the power to do so, and the spine to acquire it. But not you. You will break her, and where you were once in her shadow, you will soon lead her. Celestia's power will be yours, and then none will be able to challenge you, not even the Elements of Harmony."

"I understand," Nightmare Moon replied. "I have sensed Celestia's weakening for some time now. I believe I know what to say. She will come to my side willingly if I persist, if I can show her the true meaning of this power."

"Then, we will take her, just as we did with you, Luna."

Nightmare Moon faltered at the thought of Celestia being transformed. Her voice quavered, but she managed to speak up before the whispers could fade completely. "Nightmare forces... I did have one more question."

"Speak, Luna."

"Why have... why have you changed my... anatomy?"

The whispers didn't hesitate in their response. "The answer will become clear to you in time. It is not something that can easily be explained, but rather a power you must come to know yourself."

"I don't understand how having... stallion parts... relates to power." Even in her mind, Nightmare Moon's voice was heavy with embarrassment just to acknowledge it.

"You are a mighty queen, Luna, but if your rule is to be absolute, if you are to break Celestia, you must embrace power, and darkness. These notions of purity, modesty, chastity - these are the ideals of your sister. They will only hinder you, keep you from understanding all the ways in which you can have and use power. Make no mistake, your female form was immaculate, but there is much to be gained from maleness. There is power in the act of mounting, and the lust that your new testicles fill you with is a very pure form of darkness in itself. Do not deny these things. You have embraced the power of beauty and poise that femaleness has taught you, but now it is time to embrace the power of strength and lust, sweat and seed. In time, you will grow comfortable with your testicles, but only if you learn to accept them. Do you understand, Luna?"

"Yes," Nightmare Moon responded. She didn't understand the relationship between power and her transformation at all, but she understood what the nightmare forces wanted her to do. She wasn't sure if she could bring herself to do what they suggested, but she didn't have much choice it seemed.

"Your maleness is a part of you, just as much as your femaleness. Embrace it. Accept it. Nurture it," the whispers faded, echoing faintly in her ears as warmth washed across her fur, sensation flooding her body once more as the void faded.

A hard, hot throbbing pounded in her body as she drifted out of sleep and into wakefulness. Before her eyes were even open, she could feel the stiffness through her hazy thoughts. A burning ache that lifted her from the depths of her dreams and into consciousness. She groaned as her body moved again.

She caught her breath as her cock throbbed against her belly, the warm, soft sheets of her bed rubbing it, caressing her thick, meaty shaft ever so tenderly. Dribbles of fluid stained her belly, and her balls were heavy between her thighs. As she turned again, she opened her eyes, but her hooves couldn't help but wander. And yet, as soon as they touched her rock-hard cock, they shot back, her eyes snapping open.

Her penis seemed to stare her in the face. It had even slipped out from under the sheets, raising them slightly, standing away from her on its own, demanding attention and release from her. The flare was engorged, and she could see the blood pulsing hungrily within it. The shaft beneath it seem to stretch on and on, terrible and thick. Even her balls, which shone like obsidian stones, filled her dark sack, swollen to the brim with her potent seed. And she felt the need powerfully. Lust seemed to course through her blood. Nightmare Moon's hooves trembled, tempted to give herself the pleasure she knew she could have, the deep satisfaction her balls craved. And yet her stallionhood was still too alien to her. It unsettled her greatly just to look at it, to see it behaving with a mind of its own, so very apart from her.

She rose. Even as her cock slapped her belly, she knew it would calm down if she ignored it. She remembered her conversation with the nightmare forces clear as moonlight, but now awake, there were many more matters for her to attend to. She focused her attention on getting ready for the night ahead of her, just as she always had after waking.

Nightmare Moon stepped into her specialty boots, the color of the night sky, watching the faint gleam that shone across them. Next, she levitated her breastplate onto herself, with the great crescent moon emblem shining silver over her heart. Last was her helmet, a fitting crown for a ruler like her, who would conquer Equestria by force. Her ethereal mane had no trouble spilling around it, and with her tail created a constant stream of stars and misty night flowing around her, bathing her glossy black coat in rich dusk.

Her cock had withdrawn into its sheath at last, and her mind tucked it away as well. She had a full day ahead of her, and she must be prompt if she was to accomplish everything. Sometimes, ruling an empire could be so mundane, but it was the little details that counted when it came to crafting an intimidating image of dark beauty.

Breakfast was brief. Afterwards, she joined Vanguard in the war room to discuss the expansion of the lunar empire. The room was set around a large table with a map of Equestria carved into the heavy oak. An assortment of chairs were enough to host a war council, with a large pseudo-throne for the queen herself. Bookshelves lined the walls, filled with atlases and other relevant books, and weapons and armor were hung for ornamentation only. "It seems that there's nothing left of Ponyville's resistance," he said in a straight and serious tone. Even sitting across the round table from her, the big batpony's eyes never wavered from her. His speech did not stumble once. Nightmare Moon mused at how much of a pony the batponies really were, if they were created by nightmare forces rather than born.

"Finally. And how fares Canterlot?" she asked.

"Shining Armor and Princess Cadance have fled north, to the Crystal Empire. It appears they were able to defeat Sombra and free the populace, so I expect they'll draw up more resistance there. However, being so far away from our borders, I don't predict they'll pose much of a threat until much further down the line. We have time to deal with them when the time comes." Vanguard only paused for a moment as he switched topics. "The only other regions where your reign is not absolute is in the largely unsettled west, and the southern jungles. Even the east, from Manehattan to Fillydelphia, have surrendered. Currently, we hold all of Equestria's major cities with little trouble."

Nightmare Moon nodded. Her thoughts still wondered how a stallion could be so neat, so sterile. He was the prime example of a perfect soldier and servant, and yet Nightmare Moon thought it was rather a shame. He was far too handsome to lack any amount of depth or passion. She wondered how he would behave if she ordered him to conduct himself with more emotion, or even to be his "true self." Would his behavior change? If the nightmare forces were correct in what they said to her, then at the very least, he should possess an insatiable lust that seemed to come packaged with a cock and balls. She wondered how he was hung. Would he even bat an eye if she ordered him to display his erection to her?

With a blink, she realized she was staring, and Vanguard was waiting patiently for her to respond. His expression lacked even the tiniest trace of curiosity toward her thoughts. It almost irritated her. "So what's the bad news? I don't expect everything to go perfectly."

"Your empire grows quickly. We anticipated more resistance, but if the cities have surrendered, then this means that your foes will likely come in the form of guerrilla groups who seek to chip away at your control. Currently our forces are stretched very thin. Our batponies are effective, yet few in number. All of our other troops are composed of Equestrian stallions, and their motivation stems not from loyalty, but an attempt to procure a better place for their families. They cannot be trusted to fight their fellow Equestrians with much efficiency."

"Hm," Nightmare Moon puzzled. "See to it that punishments for any sort of disobedience in the ranks are carried out swiftly. Not just on the stallion, but perhaps on his family as well. Make sure the risk of disobeying me outweighs the benefits of letting dissenters slip through the cracks."

"Yes, my queen."

"Furthermore, I will look for a way to increase the batponies' numbers. I possess the same powers as the beings that made you, and I believe that once I have Celestia's power as well, I should be able to generate more of you."

"Yes, my queen."

As Nightmare Moon stared for a moment longer at Vanguard, she was tempted, oh so tempted, to make more orders of him, to see what sort of stallion he really was. But queens did not behave in such a way.

"Dismissed," was all she said.

She hardly had time to linger on her temptations. Nightmare Moon left the war room to trot straight back to her quarters and into her wardrobe, where Rarity was waiting to fit her for a new dress. While she did look imposing in her original armor, the very armor she wore when she struck Celestia down, it wasn't exactly fitting for formal wear, and she hoped to have something that accentuated her dark, feminine beauty. And hopefully something that would do a better job of covering her junk.

Rarity stood next to a dressing platform surrounded by a semicircle of mirrors in Nightmare Moon's wardrobe. Currently, her closet was nigh barren of any garments. Luna's old dresses remained, but even if their style wasn't unsuitable for the new queen, they wouldn't fit Nightmare Moon's new size. Rarity was patiently waiting, dressed in her servant's suit, with her mane and tail done up in tidy buns. Her uniform was tailored expertly, and Nightmare Moon had to admire how good she looked. The panels hugged her sides tightly, and the pristine white mare had a perfect figure, thin in the waist, yet shapely flanks.

Not again. Nightmare Moon resolved to ignore such thoughts, to put them out of her mind before they could even rear their heads. Never before had she considered mares in this way, and she wasn’t about to just because her crotch had rearranged itself. Cursing her testicles in her mind or under her breath was simply second nature to her now. But she would rein their annoying impulses in, one way or another.

Rarity bowed as Nightmare Moon entered the room. She didn't waste time getting to the point with her servant. "They say that you're one of the best when it comes to beauty. I expect great things to come of this."

Rarity faltered a bit in her response. "Of course, well... why don't you take a look at the gown I've sewn for you?" She motioned toward a large mannequin wearing a gorgeous black dress. The dark color was the exact shade of her coat on the outside, but the trim and inner panels were her signature night-sky blue. The collar was tall and grand, a blue halo around her head that her mane could spill into. Likewise, the skirt was round like a bell, pinned up in front and long in back, tapering up to a tiny waist and showing off the color beneath. The neckline was deep and sexy, accentuating her shoulders with another silver moon emblem. Rarity even completed the look with an imposing obsidian tiara with a polished moonstone set in the front.

"My...." Nightmare Moon was breathless for a moment. Celestia had worn stunning dresses like this for ages, but Luna's smaller body had never quite had the statuesque grace of her sister. Now, though, her beauty could outshine even that of the beloved solar princess.

"What do you think, my queen?" Rarity

"It certainly looks impressive. But shall we see how it fits?"

Rarity jumped a little. "Oh, yes of course!" She enveloped the dress in her magic and floated it to Nightmare Moon, helping her slip into the gown. The little unicorn fussed and fretted, pinning this and that and adjusting all over. Nightmare Moon would have paid more attention to her appearance if she wasn't so bothered by Rarity's close proximity to her. The mare certainly looked soft, her white fur absolutely pristine, almost seeming to shine in the torchlight. Before she even realized it, Nightmare Moon's gaze had settled on her backside. Round, but not chubby, each cheek seemed so very inviting. Her tail obscured her hidden treasure, and Nightmare Moon found herself straining her eyes to see the soft lips.

She caught herself when she felt a weight between her legs. Her shaft had slipped out of its sheath, soft and waving around, but quickly becoming engorged. Her mind raced as heat flooded her face. Rarity was directly in front of Nightmare Moon as she pinned the dress collar, but if she moved at all she would certainly see the queen's arousal. Thinking fast, she did her best to maintain her composure.

"Does this dress come with undergarments?" Nightmare Moon asked.

"Well, um..." Rarity stammered. Most ponies didn't wear undergarments, let alone with dresses, but she wasn't about to contradict Nightmare Moon. She scanned the wardrobe. Flaring her horn, she picked out a pair from Nightmare Moon's rack. "I think these might go well," she said, selecting a dark lacy pair.

"Very well," Nightmare Moon said. She took the garment in her own magic, then stared down at the white unicorn. "Well? Do you intend to invade your queen's privacy so?"

"Oh! No, my queen," Rarity said, already bowing and backing out of the door. As soon as it closed Nightmare Moon sat in silence.

She could feel her cock throbbing beneath her, as if it were a foal poking its sibling. It wanted her attention fiercely. Nightmare Moon let out an aggravated sigh. She wanted to ignore it. She didn't want to let it win. But she had no idea how long it might take to go away, and even if she could force it to retreat, how long until it reared its head again.

She craned her neck to look at it. It stood straight now, stiff, bobbing with her heartbeat as if to greet her. Indeed, it felt just as it did that morning, perhaps even worse, and temptation once again rose within her. This time, she could not resist.

"Fine," she muttered to herself. But if she was going to do this, she was going to be civilized about it.

Nightmare Moon lit her horn, feeling the warm grip of magic envelop her shaft. She watched it respond immediately, jolting excitedly. Warmth and pleasure flooded her groin, and she couldn't help but let out a heavy sigh, even a low moan. "Ooh," she exhaled, her head dropping as her spine tingled with pleasure.

She allowed her magic to begin stroking. Slowly at first, her cock throbbing with even greater need now that her desires had been appetized, but the satisfaction already beginning to flood through her was undeniable. Even the simple sliding of her flesh along her rod, squeezing and toying with her meaty stallionhood was a heaven on its own.

Nightmare Moon quickly felt her inhibitions leaving her. She was alone and horny, without the strength to fight her needs. "Ahh, yes..." she groaned. Every bit of it felt dirty, but that only made each sensation that rippled through her cock feel better. Before she was Nightmare Moon, she would never have even considered indulging in such lust, but now it coursed through her like a drug. She could practically feel her big, heavy stones fueling every stroke and throb.

"Mmm, you deserve some attention as well," she said to her orbs, gazing down at the full sack that hung low between her thighs. She released her shaft only to envelop her jewels in her magic. "Ooh," she cooed as she began to fondle and massage them. She was amazed at how sensitive they were. The smooth, leathery flesh yielded well to her magical grip, and she even batted and tugged them a little, pleased at their heft and weight, and how well they stretched and swung beneath her. Each sensation caused the heat within her groin to build more, her fruits seeming to grow more impatient.

Nightmare Moon wasn't going to hold back any longer. She let go of her pouch, her orbs swaying as they fell, and wrapped her magic once again around her mighty length. She gripped her shaft tightly, like she would a war spear, hissing with delight at how pleasure jolted through her. With no shame left and only pleasure to gain, she resumed her stroking. She kept the pace slow for only a moment, but the pleasure demanded she go faster. Nightmare Moon didn't want to succumb to her balls' desires so easily though, intending to savor the moment, building speed and momentum slowly, each moment slightly faster than the next, until her breath was heavy and moans of ecstasy tumbled freely from her lips. Soon she had to cry out as her magic worked her cock rapidly. Nightmare Moon's voice filled the wardrobe along with the hum of her blue aura, sticky droplets dribbling onto the carpets below in messy splatters. But she grinned in plain satisfaction, finally allowing herself to jack off as she so desperately needed to that morning.

"Your Highness!" the door burst openly suddenly as Vanguard stormed in. His expression and tone were urgent, but his eyes quickly took in the sight of his queen caught red-hoofed, her engorged cock firmly in her magical grip, exposed beneath the hem of her skirt as she pleasured herself. But Vanguard didn't react. "The changeling queen has appeared, and she requests an audience with you!"

"Get out!" Nightmare Moon roared. She released her shaft, but her horn remained flared. Shameful heat immediately flooded her face, and her rage was great enough to kill her guard captain on the spot.

"My queen, the situation is dire," he informed her. "She comes with many changelings, too many for our batponies to handle in an outright fight. She has not attacked, but we do not yet know her intentions. She will speak only to you."

Nightmare Moon scoffed in annoyance. She turned away from Vanguard, hiding her bobbing erection, but if what he said was true, the matter was indeed more important than her embarrassment. At least Vanguard deserved some credit; his composure was more unshakable than Nightmare Moon would ever have believed. "I will meet her in the throne room in ten minutes. Surely she will understand the delay after dropping in on me so suddenly?" the dark alicorn answered.

"Yes, my queen," Vanguard responded. He bowed perfectly, turned, and left to carry out the order.

When he was gone, Nightmare Moon exhaled her held breath. As urgent as the situation was with the changelings, her mind still lingered on her own embarrassment. Part of her was glad Vanguard had not reacted, and another wondered desperately at what his true thoughts were. Surely, he must be as embarrassed as she was, if not inwardly shocked? He looked up to her as nothing short of a god, but certainly that image was tarnished, seeing her engage in such base lewdness?

Nightmare Moon steadied hers thoughts, resolving only to focus on her breathing. She could not see the changeling queen while her erection still lingered. She closed her eyes, filling her lungs deeply, letting the moments drag on until she felt the edge of her stiffness fall away. Soon, her shaft drooped, wilted, and began to shrink and retreat back into her sheath. Her orbs still churned in protest, more desperate than ever after being denied their release, but she ignored them. More pressing matters were at hoof.

With her head held high, Nightmare Moon trotted to the throne room. She had made plenty of renovations to the old castle in the months since she had overthrown her sister. The hall was lit with great sapphire torches on intimidating columns. A great azure carpet that led between them to the black throne that sat beside her sister’s broken one. Her thoughts worked through the situation quickly. If this other queen planned violence, she would have attacked. And if she was a changeling, she would not have revealed her identity if she meant ill will. Clearly, her forces were only for self-protection, and she had come to see if this new Queen of Equestria would be a friend or foe. Nightmare Moon wondered the same of her. She would have to get a sense of her first, and this other queen was likely to withhold judgment in kind. But Nightmare Moon wasn't about to extend her full trust to this other queen. If any progress was to be made, it could only be done if they could meet on equal terms. Then, once an agreement was reached, Nightmare Moon could begin to fold her into the rest of her empire. Dealing with other supernatural threats wasn’t what she had originally planned, but Queens had to be able to improvise.

Her batpony guards were at the ready when she entered the throne room, flanking either side of the carpet path that led to the royal seat. Nightmare Moon ascended to her throne and took her seat in silence. She was still garbed in Rarity's dress, and while it wasn't quite as easy to move in as her battle armor, it did cover her body much better, with the front of the skirt hanging down perfectly over her genitals.

Nightmare Moon cleared her throat, prepared for anything. "Captain! Bring me this changeling queen!" she ordered in a booming voice. Vanguard saluted and with another guard stallion, opened the heavy doors to the throne room.

The mare beyond was unlike anything Nightmare Moon had ever seen. She lacked a coat, but instead was covered in a dark, shiny chitin that formed a lithe, supple body. Her legs appeared to be malformed, with holes in them, and her horn was crooked as well, rough and jagged. On the back of her carapace were thin dragonfly wings beneath folds of green, and her emerald eyes were slotted like Nightmare Moon's own. Yet she was pony enough, with a long, verdant mane and tail. The changeling queen was flanked by her own retinue of guards. Nightmare Moon supposed they were males, but they were smaller than even pony mares, with bright blue, pupil-less eyes and thicker shells than the queen. They cast their gaze about, their wings buzzing, nervous and hostile. The queen, however, gave a fanged smile, and Nightmare Moon could see her long, forked green tongue as she licked her lips with anticipation.

"Greetings," the mare said in a voice that was nothing short of seductive honey. "I come in peace to your grand throne room. I am Queen Chrysalis, mother of the changelings."

"If you come in peace, then why do you bring an army of your children with you?" Nightmare Moon snapped at her.

"You of all ponies should know that a queen does not travel without her royal guard. To do so is recklessness, foolishness."

Nightmare Moon sized her up. She was beautiful to be sure, possessing many of the traits she found appealing in Rarity, but taller and thinner. But Nightmare Moon knew not to let her guard down. Beauty could be a trap, and every word this mare spoke seeped with duplicity. She decided to test her. Feeling confident, she said, "If that is so, then let us do away with our guards. Peaceful talk has no need for soldiers, and we should speak mare to mare. What say you?"

Chrysalis beamed. "That sounds lovely."

The two mares dismissed their guards, and some looked on with concern for their leader. However, within moments, the loud thud of the door echoed through Nightmare Moon's throne room. Drawing herself up tall once more, she spoke down to the other queen before her. "Tell me plainly why you have come."

Each time she spoke, Chrysalis smiled like she had a secret. "My queen, I have come to introduce myself to the new ruler of Equestria, from one queen to another."

Nightmare Moon suspected as much, but she knew this wasn't the whole story. "I have not seen your kind since before my banishment. Why do you appear now?"

"We have been long absent due to the wicked actions of your sister," Chrysalis answered. "For too long, the changelings have been in banishment. I have come to see if this is to be the case again. To see if you are capable of accepting what we can provide for you, and what you can provide for us in turn. Or if you are to be foolish as your sister was."

The alicorn queen raised a brow. "And what can you provide for us?"

Chrysalis drew closer, and began to pace before the throne. "We changelings, as you might know, feed on the love of other creatures. At least, that is how you ponies understand it. Love is an energy that comes in many forms, but the energy of your emotions is quite potent to us. We do not necessarily kill a pony when we do this, but we do sap their emotional strength. As a new ruler, I imagine you have many opponents." Chrysalis stopped to grin wickedly at Nightmare Moon. "If you give them over to me, I promise you they will no longer be an obstacle."

Nightmare Moon pondered this with a hoof to her chin. "You only offer punishment for prisoners in exchange for the sustenance of your race? Do you expect me to take this deal for so little?"

"Not at all," Chrysalis replied coolly. "I offer you an alliance. With more access to your lands, we changelings will flourish. In exchange, imagine what you could do with an army of shapeshifters on your side." Here, Chrysalis was swept in a green flourish of energy as her horn lit. It drew up her body quickly, and when it dissipated, she looked exactly like Nightmare Moon, even down to the clothing. "You will be our food, and we will be your spies, rooting out all of your enemies until none remain." Even her voice was the deep, rich tones of Nightmare Moon.

The real Nightmare Moon was stunned. "It would not be long before all who oppose me would be rooted out with such an advantage," Nightmare Moon agreed. Chrysalis returned to her original form, and the alicorn continued. "But I have heard there are many of you. Perhaps more than my loyal soldiers. Would my opponents really be enough to sustain you? And what when they are all wiped out?"

Chrysalis chuckled. "Oh, my queen, there are plenty of ways to feast on love," she said with particular relish. She began to draw closer to Nightmare Moon, her eyes lidded, and suddenly the alicorn felt like prey. "I could show you if you like."

Nightmare Moon actually gulped. "What do you mean?" she demanded.

"Oh come now," Chrysalis said, strutting in front of the throne. "I can smell the arousal that fills you." Chrysalis said it without hesitation, even inhaling the air for emphasis. "Ahh, it is potent, yes? So powerful, even... masculine, I daresay."

Nightmare Moon felt the blood drain from her face. "Wh-what do you mean?"

Chrysalis chuckled again, but it was much more seductive this time. "There is nothing to be ashamed of. Your scent is quite erotic."

The way she said that word, with such lust of her own, brought all of the blood from Nightmare Moon's face straight to her groin. Her needs were so unmet, and Chrysalis's seduction was irresistible. Before she knew it, her scepter had presented itself to Chrysalis, lifting the hem of her skirt, rock hard and throbbing in a flash.

Unlike Vanguard, though, Chrysalis reacted. Her eyes widened with surprise, and she drew forward with curiosity. "My, my. My nose doesn't lie, it seems. I thought I smelled the scent of a potent stallion, but I did not expect this... To think that the new Queen of the Night is actually a king…”

Nightmare Moon’s temper flared with embarrassment. “I am still a Queen, and you will show me respect!” she demanded.

Chrysalis was not intimidated. “I will show you much more than respect. I dare say this is the most impressive stallionhood I've seen yet. And I’ve seen many." Here Chrysalis licked her lips with her long, serpentine tongue.

"You... you aren't repulsed?" Nightmare Moon asked.

"On the contrary," Chrysalis said, staring at the slab of meat hungrily. "I find myself very drawn to it. Love takes many forms, as I said. I would suggest to you that the phrase 'making love' is not an accident." Chrysalis licked her lips again, saliva forming at the corners of her mouth. "We've been denying ourselves, haven't we?"

"I cannot control it!" Nightmare Moon protested.

"Perhaps in a way," Chrysalis responded. "But you can listen to it. And you should. It does not do to ignore such a magnificent endowment." Nightmare Moon jolted as Chrysalis leaned forward, planting her lips along the underside of Nightmare Moon's shaft in a slow, reverent kiss, right near the sheath. "Ah, it is quite powerful indeed. You can smell it in the very musk of your fruits. To feed from this would grant me much strength."

"Truly?" Nightmare Moon asked softly. The imagery being suggested to her lust-riddled mind prevented her from saying more. The thought of being suckled on by that long, slippery tongue sounded heavenly at the moment, but it also filled her with something more… a feeling of grandeur to be worshipped in such a way.

Chrysalis nodded. "Yes. I can sense magic deep within your orbs. I cannot fathom what it does to your essence, but I look forward to finding out. To think that you have shunned this power. Why?"

"I..." Nightmare Moon faltered. "I am not a stallion! I'm a mare!" she repeated.

"Of course," Chrysalis responded with ease. She planted another kiss on the shaft, and Nightmare Moon was powerless to resist the light heat she felt worming through her groin. "But this is something else entirely. This, my queen, is not merely a penis and testicles. This is your royal scepter, and these," she paused to kiss each ball warmly, "are your crown jewels. The size alone is enough to intimidate, much less the magic within them, and all that they can do. I have never seen anything like it, but even to a normal pony you must be..." Here, Chrysalis let out a lusty exhale of her own, closing her eyes. "Delicious."

"No pony has ever seen it, and I would rather none knew," Nightmare Moon said. There was Vanguard, but she was still unsure if he counted.

"Such a shame," Chrysalis said. "We should fix that. You could break ponies with a spear like this."

Something clicked for Nightmare Moon at the word. The nightmare forces had urged her to break Celestia, and had insisted on her showing her dominance. Nightmare Moon had not wanted to think about what they intended her to do, but she could ignore it no longer. It was no coincidence. If she was to obtain the power from Celestia that she needed, she would have to embrace this new part of herself.

"How could I do such a thing? Strut around with... this?" Nightmare Moon finally gestured with a nod toward her throbbing shaft.

Chrysalis grinned fiendishly. "No worries. I shall take you under my wing and show you. We changelings know much of the powers of lust and sexuality. But first, to seal our new alliance... allow me to feed from you."

Sweat beaded at Nightmare Moon's temples. She was nervous, but the need in her dick was stronger than it was in the wardrobe. A willing partner, and one as sexy and skilled as Chrysalis... she couldn't refuse. She could only nod.

Chrysalis licked her lips one last time. Then, opening her mouth wide, her fangs glistening in the torchlight, her long tongue hanging out of her skull as she hissed in delight. Nightmare Moon feared pain, but she shuddered as Chrysalis suddenly delivered a long, wet lick from the base of her shaft to the very tip. The changeling queen hummed as she collected the first dollop of sticky moisture the cock produced, and Nightmare Moon watched in both horror and arousal as she played with it on her tongue, smacking her jaws, letting the fluid stretch in strings inside her mouth. "Mmm, productive, aren't we?" she purred.

"I cannot control it," Nightmare Moon repeated. "It simply seems to produce that... fluid on its own. It is not seed."

Chrysalis looked surprised. "Do you mean to tell me you don't know what precum is? Poor thing," she clicked her tongue. Nightmare Moon felt horribly condescended to and foolish for not knowing the workings of her own equipment. She couldn't look the changeling in the eye. "Think of it this way," Chrysalis said. "Precum is like the appetizer before the meal. It gets everything nice and slick before the main event." With another long lick, Chrysalis swirled her tongue around the tip of Nightmare Moon's flare. The head was very sensitive, and the alicorn inhaled sharply with pleasure, watching raptly as Chrysalis collected another glob of the stuff, swirling it on her palate before swallowing. The demonstration helped Nightmare Moon understand immediately.

"How do you know... so much about male anatomy?" Nightmare Moon asked, catching her breath between long, warm licks.

Chrysalis swallowed another gooey gob of precum before answering. "Because I've sucked plenty of male anatomy. I'll answer your questions later. I recommend you stay quiet for now. You'll enjoy this almost as much as I will," she said, her eyes gleaming fiercely.

Again, with her jaws open wide, Chrysalis took Nightmare Moon's shaft in her hooves. But instead of a lick, she dove down on the meat, swallowing every inch with ease.

"Ahh! Hah!" Nightmare Moon barked her moans of pleasure as she felt the entirety of her long length encompassed by the hot depths of Chrysalis's throat. She could feel her girth stretching out the wet flesh of her neck, but the flesh responded in kind, squeezing her stallionhood back lovingly. It was a pressure that thrilled her, brought her hips thrusting on their own, her orbs tighter than ever, screaming for release. Chrysalis moaned as well, her eyelids fluttering as her lips pressed into Nightmare Moon's sheath.

Chrysalis no longer cared for Nightmare Moon's experience or pleasure. She began to suckle and bob on the shaft, twisting quickly and deftly with expert maneuvers Nightmare Moon couldn't have even imagined. The alicorn queen was powerless to control her own voice, and the throne room was filled with the sound of her moans and groans. Of course, Chrysalis cared little for quiet as well, and the wet, sloppy sounds of her slurping on Nightmare Moon's thick cock deep in her throat were loud enough to contest with the night queen's own voice. Yet as hungrily as Chrysalis fellated Nightmare Moon, she did so with a deep reverence as well. Her eyes were closed, her brow tightened in focus, and Nightmare Moon could see the respect in her expression. Chrysalis was not so much sucking Nightmare Moon's cock as she was polishing her royal scepter.

And that was an idea Nightmare Moon liked. With Chrysalis's encouragement, she was not only as powerless to her lust as she had been in the wardrobe, but also powerless to her fantasies. Each throb of her cock against Chrysalis's long, sweeping, probing tongue brimmed with might, and her voice echoing across her throne room walls in ecstasy carried authority with it, as if she claimed the room with her moans just as much as she did with her decrees. And now a subject was before her, a hungry mare who had traveled far to receive a boon from the powerful Queen of Night herself. What sort of ruler would she be if she didn't feed her subject from her very own succulent fruits? Already she relished the feeling of Chrysalis's throat bobbing around her midring as she swallowed wads of precum issued with each throb. Nightmare Moon was more than thrilled to let Chrysalis feast on the juices provided by her large, heavy fruits.

Yet there was pleasure for Chrysalis as well. Nightmare Moon could feel it somehow. A deep satisfaction gained from sucking on her big black shaft. But, Nightmare Moon thought to herself, how could she not be satisfied? Truly, any mare's mouth should water at the very sight of her magnificent stallionhood, at her succulent meat and plump fruit. Nightmare Moon felt as if these thoughts were being planted into her mind by Chrysalis's seductive magic, but she knew that they were feelings from deep within her, locked away tightly within her clenching, aching balls. But as Chrysalis slobbered on her cock loudly, like a starving mare offered a feast, Nightmare Moon felt the power she knew to be inside her rise.

Chrysalis mashed herself to Nightmare Moon's sheath. She licked and sucked and gulped down every drop of salty precum she could. She lavished every inch, savored every morsel of Nightmare Moon's great dick. But with a sharp cry, they both knew that the real treat, the real display of power was coming.

Nightmare Moon felt a throb overtake her. Not just her shaft or balls, but her whole groin. Then another, heavier than anything she'd felt before. She knew what an oncoming orgasm felt like, but this was nothing that she felt when she had a marehood, and even after Celestia, it was still foreign to her. This wasn't an energy building within her, waiting to be released. This was her balls, drawing upward, seeming to cry out louder than she did. Her balls, having been so full all day, the heat turning icy cool as they readied to empty their contents. Her balls, taking her over the edges of lust and filling her mind with thoughts of power and pleasure, of lust and domination, of taking every mare in her kingdom and humping them into submission, of forcing Chrysalis to polish her grand, royal black scepter until it shined, and rewarding her with thick, creamy jizz certainly worth more than gold because it came from her big, heavy nuts. For a moment, they overcame Nightmare Moon, and they were all that was on her mind.

"Ah! My balls!" she cried, her voice cascading throughout her throne room. And then her head was thrown back, and she ejaculated.

Chrysalis withdrew and stopped. Her tongue hung about Nightmare Moon's cock, still wrapped around the flared head, stroking lightly as she held her mouth open wide for her reward. The first shot landed right down her gullet, guided expertly into her maw, and she trilled and hummed with delight as the pungent flavors spread across her palate. Nightmare Moon roared with pleasure as she fired spurt after spurt into the waiting Chrysalis's jaws, not a single drop of her copious seed wasted. The white goo flowed, seemingly endless, hot as her lust and sizzling with electric potency. The orgasm dragged on and on, but as it did, Nightmare Moon felt as if she was being milked more than worshipped. But all she could do was squirm under the grip of Chrysalis's tongue, feeding the other queen the white nectar produced by her swollen fruits until Chrysalis had squeezed them dry.

When it was over, Nightmare Moon was exhausted. Chrysalis's face was pristine, and she swallowed the last gulp with a lump in her throat, sighing with pleasure. "Ahhh, so delicious..." She licked her lips one last time. "Truly, your semen is unlike anything else, dark and bitter, like a fine ale... It's magic has no equal."

Nightmare Moon gasped as she felt Chrysalis’s lips again touch against her orbs, coupled with a wave of warm breath. Chrysalis kissed her left testicle deeply, long and worshipfully, slowly inhaling the scent of arousal lingering on her spent scrotum. Nightmare Moon’s shock turned to a sigh as Chrysalis repeated the act on her right orb, and Nightmare Moon felt that same feeling of grandeur spread through her. But now she remembered the word for it: pride. She spread her legs with ease to give Chrysalis the chance to tend to her jewels more, and shuddered as the changeling’s long, slick tongue flicked out, wrapping around her leathery sack and wetting every inch of her flesh, the dark lips peppering her nuts with kisses occasionally. Even as Nightmare Moon spoke, Chrysalis continued to tend to her balls lovingly, and clearly with great satisfaction, as each kiss brought Chrysalis down slowly from the high of feeding.

"Magic?" Nightmare Moon asked weakly.

"Yes. Ahh, already I feel my own loins burn.” From her position on the floor, it was difficult to show what she meant, but Nightmare Moon could see the moisture pooling on the carpet beneath her as Chrysalis spread her legs. Her nethers were indeed engorged, seeming to visibly throb, the black lips not swollen enough to contain the slot of bright, reddened flesh that was her entrance, dripping with sticky arousal. “Your seed is sure to inspire the same lust that grips you in others. But there is more... the effects are difficult to identify. But I'm sure I'll receive plenty of opportunity in the future, won't I?" she asked, looking up in faux innocence as she drew her tongue in from a particularly long, wet lick up the center of the sack.

Nightmare Moon faltered. To agree to this would leave her no option to deny her new body anymore. She could not deny, nor resist, Chrysalis with this arrangement. But the nightmare spirits had been very clear that she was to embrace her new additions, and she couldn’t deny how pleasurable it had been to do so. At long last, her corruption and lust had outstripped her dignity, and she nodded.

But despite her fatigue, she wasn't going to let Chrysalis dictate everything. "It is settled then. Your changelings are welcome in Equestria, so long as they do not harm my subjects without warrant as they aid in the stability of my empire. You may stay in the palace and teach me about these new… ‘powers’ I wield."

Chrysalis grinned. "It would be my pleasure."

Author's Note

Sorry if this chapter is a bit confusing in its differences from chapter one. The commissioner and I both agree that the story would fare better overall with a slight focal shift from NMM and Celestia's relationship to NMM's relationship with herself. Those of you reading for alicorn-on-alicorn action though will certainly get your fill by the end, though, and the plot really hasn't changed too much as a result.

Also, to accommodate this shift, we've decided to retcon NMM's vagina, leaving her with only a dick. Sorry to those who were hoping to see her use it in the future.