Author's Note

My first clopfic. I dare you to read the pile of garbage I have presented to you.

Ive gone and worked out any errors I could find, but if you see, to spot any, don't hesitate to tell me.

I really need comments on how to do better. I know I going to get asked for more by some people, who have been following me for a while. I know this sucks, but some advice to do better will be great :D

Filling up

Princess Luna, your average mare, had just finished her nightly task of raising the moon. It had been a long day of paperwork, meetings for the upcoming Summer Suns celebration, and the usual stress of having to do the same thing the next day. She inwardly sighed, ready for another long night of restful sleep, full of wonderful dreams to come. She smiled up at her moon among the starry night sky, before turning to leave the balcony. Her hips swayed in a flawless motion. She reached for the first torch by the door way, and blew the soft flickering flame out.

"One down, five to go." Luna thought to herself. She'd use her magic to simply put them out, but her horn ached from the abuse of moving papers around, signing this and signing that all day. Not much it seemed, but the small things add up eventually and to end it off with raising a gigantic rock, miles and miles away up into view.

She turned around, meaning to blow out the second, until she noticed a figure in her bed.

"Greetings, Luna," the mare smirked.

Needless to say, Luna was frozen in place, her breath had gotten caught in her throat. In her bed, under the covers, laid none other than;

"N-Nightmare Moon!" Luna choked.

Nightmare Moon smiled as she lay on her side, propped up on an arm, her large, watermelon sized breasts seeming to defy physics as they remained perfectly placed upon her chest.

"You remembered my name. How nice. What's the matter?" she asked, her sharpened teeth showing through her smirk. "You look so scared!"

Luna WAS scared.

"But you...how...I thought..." Luna stuttered. She backed away from the bed, her legs trembling beneath her shaking body. Her breaths had become choppy, her pupils the size of pin pricks.

Nightmare Moon tilted her head. "Thought what? Let me guess. You thought I was gone for good, and no longer needed to worry about me?" she began, her smile turning to a sickening glare. "Well. You see, I'm not so easily destroyed. Your sister impaled my chest by accident with that horn of hers and I'm still well and living. Your friend's friendship rainbow blast, whatever you call it only separated me from you and sent me half way across Equestria! Since when does a friendly attack kill?"

She was right. Luna gulped. There was nothing she could do. She could call for Celestia, but what would that do? Without the elements of harmony, neither she or her sister could stand a chance. They could send for them, but by the time they'd arrive, it'd have been too late to save them.

"Look at you shake, much like a babies rattle. It's amusing, really. You, a Princess of Equestria are shaking from fear when I'm merely resting my aching hooves!" Nightmare Moon spat. "You should feel grateful, Luna. I traversed half way across the world to get back to you! Yet you can't even simply say hello like me? How rude." she rolled her eyes, wearing a rather bemused expression.

Luna searched for the words she wanted to speak, but found herself mumbling only.

There was nothing she could do.

"I want to share something with you, Luna. I've missed you dearly and I brought something just for you!" smiled the mare in the moon. "I know you share the same desire as I do. It's been over a thousand years since either of us have had it. I can give it to you." Nightmare Moon smiled.

"Wh-what would that be?" Luna gulped.

Nightmare Moon smiled and gripped the blanket.

"Behold!" she cheered, flipping the blanket off of her slim and curvy form.

Luna's eyes widened as she gasped, her hole body tensing up. Between her thick thighs, bobbing was easily a two foot tower of meaty horse cock, dripping with pre that slowly slid down its pulsing length.

Luna tensed up even further, feeling heat in her pussy, her emotions battling with themselves. It's has been over a thousand years, but Luna has never seen one so...big! It was as thick as her arm, she guessed. Her wings began to harden and slowly, they unfolded by themselves.

Nightmare Moon smiled at this.

"I can tell you like it. I knew you would, Luna." Nightmare Moon said softly, patting the spot next to her on the bed. "Come lay with me, Luna. It's been a while since we've seen each other."

Against her will, Luna's legs began to move, and she slowly approached the bed, her eyes locked onto Nightmare Moon's large package. She eased herself onto the bed.

"That's it," Nightmare Moon cooed. "Try and taste it. I'm sure you'll like it."

Luna hesitated. She wanted it. She wanted it badly, but not like this. Her jaw quivers against her quick breathing, her muzzle mere inches from the head of the monster before her. A blob of precum spewed from it, splattering onto Luna's face, covering a bit of her muzzle. She loved it, but hated it all the same.

"Well go on!" Moon rushed, thrusting her hips forward, forcing her massive black shaft into Luna's mouth.

Luna gagged as cum began to flow into her mouth. She didn't want it like this. But why did she like it at the same time? It was sticky and sweet, warm and she loved it, it had been something she hasn't had in centuries and her most hated enemy was just giving it to her! She took a deep breath, closing her eyes, and she began to drink.

"Good, Luna." Nightmare smiled, using her hands to push Luna's mouth further down her cock by a few inches. She moaned blissfully, her eyes rolling back into her head, heat filling her whole being, her eyes clenching shut.

Luna nodded, her urges had overcome her and she openly sucked, licking her tongue around Nightmare's cock, cleaning it. Tightly she grasped her shaft in her hands, shoving it further into her mouth, the head now in her throat. Nightmare Moon massaged her tennis ball sized testicles, sloshing full of cum, ready to be discharged at any moment.

Further, she pushed her ever growing, raw stallion hood deep into her victim's throat, a full full foot in. For many years she's waited for this. To have her needs fulfilled, and who better than to do it with than Luna?

"Nngh, Luna!" Nightmare gasped as Luna swallowed up another four inches of her slowly hardening length.

Easily, Luna swallowed cupful after cupful of Nightmare Moon's sweet and hot cum, desperate for more, shoving more of the longating shaft into her muzzle. She'd never experienced such a large cock as this. Now reaching three feet in length, half inside Luna, she kept going to keep up.

"You, Luna, take my cock better than anypony else!"

Luna smiled, gulping up cum, her belly beginning to expand, pooling with pre. She was desperate. She needed more! Luna, In an instant, pushed herself further down, taking the rest of Nightmare's cock, cum spilling from her mouth as it was too much for her to take in. She moaned and gasped with pure pleasure, nearly four feet of stallion meat inside her, the cum going straight into her growing stomach.

Nightmare Moon on the other hoof was in a whole other world of pleasure, her cock impaling Luna deeply, giving her her love. She smiled as she barely managed to fight back the moan that pleaded to be let out. The feeling of her cock in Luna was the best thing she'd ever felt. Her shaft would easily put any stallion to shame, as she could fuck anypony breathless.

Luna swallowed as much as she could that tried to escape, the cum filling her up like a water balloon. As much as she enjoyed it, she slowly pulled off, feeling the thick head of Nightmare's cock snake it's way out of her body. She wiped her muzzle with a hand and smiled at Nightmare Moon.

"Enjoying your gift, Luna?" asked Nightmare Moon to the Luna princess who looked as if she had put on a good twenty pounds, with her stomach sagging with sloshing pre.

"I am," Luna smiled.

Nightmare Moon smirked. "I've got a couple gallons left." she began, rubbing her now basket ball sized testicles. "They're all for you, Luna."

"I hope so," Luna smiled, nuzzling the five foot shaft. It was nearly as long as she was tall. Another foot and it would be taller. Cum continued to flow like a river down Nightmare Moon's cock, rather large blobs at a time. Luna didn't mind her face and mane getting drenched as she nuzzled. In fact, she enjoyed it.

"Ready for round two?" asked Nightmare Moon.

This time, Luna had no hesitation to say yes, and she got into position. She laid herself along Nightmare Moon's body, squeezing their breasts together, and they began to kiss. Luna felt Nightmare Moon's tongue enter her mouth, caressing her own tongue. Both mares closed their eyes, holding each other in a warm embrace. Luna's cum soaked fur rubbed against Nightmare Moon's, covering them both. As they wrestled their tongues, Nightmare Moon guided her fully hardened cock, standing now at a nearly six feet, to Luna's tight pussy. Luna had to lift her flank in order to get the long beast in.

Slowly, Nightmare Moon slid her length into Luna's clit, inch by inch, causing the mares to moan into their loving kisses. Nightmare Moon would make sure to make this a night, Luna would never forget. Each moment, she drew closer to having her full orgasm, Luna waiting eagerly for said moment as well.

"I want all of you in me." Luna said softly in between kisses.

"Your pussy is so tight, Luna." Nightmare Moon moaned, a sixth of her cock deep in Luna's clit as she continued to fill her with cum.

Luna smiled. "Let me help with that," smiled the Lunar mare who sat up, having to stand to get into position correctly.

She took a deep breath, and let the weight of gravity bring her down, down down, filling herself with Nightmare Moon's cock. She gave a rather loud moan, tears forming in her eyes. She felt amazing. So alive. So...full. But not full enough sadly. Pints now, of cum seeped into the hungry mare as she laid her cock impaled body back down onto Nightmare Moon's.

"Now fuck me," said Luna.

"And fuck you I will," smirked Nightmare Moon who began roughly trusting her hips back and forth, slamming her cock back and forth.

They resumed their kissing, Luna crying of pleasure all the while as her belly began to stretch, straining to contain the cum within her. But still, she wanted every last drop.

"Faster," Luna pleaded, and Nightmare complied.

Nightmare's breaths became quick, her fists clenching. It was happening. Her cock exploded cum into Luna's pussy, gallon after gallon burst from her fat, throbbing tip and Luna took it all. With the cock being in her throat, the cum spewed into her mouth, and try as she might, it was too much. As they kissed, Nightmare Moon's own cum spat into her mouth from Luna's. Hot boiling cum she hasn't tasted in hundreds of years. She pressed her mouth tighter against Luna's, fighting to swallow as much as she could.

Her own stomach began to swell and expand as she was being filled with her own cum. The moaning had ceased, as for now, they couldn't make a sound. She continued to pour gallons of cum from her large shaft, licking around Luna's mouth as she drank. The cum poured from their mouths, drenching Nightmare Moon in its wake. After mere seconds, they were laying in a pool of cum. Soon enough, it was over. All of Nightmare Moon's cum had been spent, filling and covering both mares.

They lay there for a moment, catching their breath, still holding their warm embrace.

"That...was amazing..." Luna smiled. "Thank you, Nightmare Moon."

Nightmare Moon chuckled, sitting up.

Luna stayed on the shaft that impaled nearly her entire body. Their equally large bellies pushed them away from each other. Luna looked down at her own, sticking out a foot in front of her, a sphere, filled with cum, boiling away in her belly. She'd never been so full in her life, yet she felt she needed even more.

"Luna." began Nightmare Moon. "I gave you your gift, now I want something in return."

"What may that be?" Luna asked.

Nightmare Moon chuckled. She could see the head of her cock in Luna's mouth now.

"I want you to fill me up. I want you inside me." Said Nightmare Moon who was even blushing in the slightest.

"But I'm not endowed like you are," Luna pouted. "I don't have a cock like you."

Nightmare Moon chuckled. "You miss the point, Luna, dear. I want YOU inside me." Nightmare Moon poked a finger to Luna's chest.

"But how would I fit? I'm too big...I'm nearly as big as you, how do you expect to fit me inside you? You're already filled with cum!"

Nightmare Moon chuckled. "While on the moon, before I had my cock, the only thing I had closest to a good sex toy were the large rocks around. I've fit boulders larger than myself inside me! We're immortal, you know. Hell, I could shove this whole planet in me if I ever so pleased!" Nightmare Moon boasted. "A mere mare like you will fit quite nicely. Now get going!" she demanded, pointing to her dripping, wide open clit.

Luna sighed. "If you wish."

Luna, even though she didn't want to, she began pulling her large self off Nightmare Moon's cock. As soon as she dismounted her horse, she stared at the massive cock for a moment and gave it a nuzzle, lapping up the cum that was still streaming from it. She then turned her gaze to Nightmare Moon's enlarged belly. A strange feeling began to over come her. She felt as if she liked this idea. She didn't fight it, instead, she smiled.

"I'd love to be inside you, Moon. More than anything."

Nightmare Moon returned the smile. "Good. It's where you belong."

Luna nodded. She knelt down before Nightmare Moon's pussy, eying the entrance to her new home. "Will I ever get to have your cock in me again? I loved how your tip was in my brain...it soothed my splitting headache."

"As long as you behave."

Luna nodded again. "Enough talk. I need to be in you." Luna said suddenly.

Slowly, Luna began sliding her horn in, going all the way, but stopped once her head reached it. She took a few deep breaths and continued, finding her head slipped right in! Nightmare moaned pleasurably, watching Luna crawl into her pussy. Now with her arms in, Luna began to wriggle her way inside, the semen lubricating the walls, making her entry easier. It was pitch black inside, but she kept going. She could hear Nightmare Moon moaning happily as she was now half way in.

Nightmare Moon smiled. Her mind control spell was doing well. Without it, Luna would still be a trembling mess of the bedroom floor! As Luna's hooves disappeared into her pussy, Nightmare Moon smiled at her extremely large lower abdomen. For her, things were they way they were supposed to be, Luna trapped inside her, unable to do a thing.

Nightmare Moon was unable to keep back the moan, and she screamed of bliss and pure pleasure.

"Good job, Luna. Nggh...you feel perfect inside me..."

Luna smiled, curled up inside Nightmare Moon's womb. "Can I stay in here? Forever?"

"That was the idea. Instead of absorbing you, I'll keep you in me. You fill me beautifully. Since you're not in my stomach, I won't have to worry about digesting you."

Luna smiled, nuzzling Nightmare Moon's womb. "Thank you. Mommy." Luna said softly, purring lightly. She knew about unbirthing, what it did and how it worked, since she's seen in movies where a mare would take in a stallion, or sometimes the other way around. She smiled as an umbilical cord came to her belly button.

Soon, the doors to Luna's room flew open and Celestia stormed in.

"Luna, I can't sleep, with-" Celstia cut herself off. She came to scold Luna for disturbing her sleep, but it wasn't Luna she was seeing. Instead it was Nightmare Moon with a six foot stallion hood and a large, spherical lower abdomen. "Nightmare Moon?"

Nightmare Moon stood, her stomach sagging, sticking a good three feet in front of her.

"Miss me, Celestia? Well...you did miss the fun me and your dear Luna had. She got a taste of real stallion meat!" Nightmare Moon smiled, slapping her once again full testicles.

Celestia could only gape at Nightmare Moon's endowment, falling under the same spell in doing so. Her legs became weak, and she fell to her knees.

"That's it. Kneel before me." Nightmare Moon snickered, shoving her entire length down Celestia's throat. "Equestria belongs to me now."

Celestia gave an ear piercing moan as her eyes rolled into her skull and her ears flattened. Never had she had a cock so big, and she loved it. She began to relax and she began to lovingly lick the soft, cum soaked fur along its length. She shoved her muzzle into Nightmare Moon's large testicles, nuzzling them. Her jaw hurt from containing the massive shaft that was nearly as wide as her waist. It moved her organs around to make room, but Celestia enjoyed it. A cock this size would kill a pony, but only made more pleasure for Luna and herself.

"That's it. Drink, my sex slave. Take my cum. You know you need it." Nightmare Moon said softly as she began to thrust her hips forward, slamming her cock back and forth in Celestia's body.

She chuckled as each slamming forward thrust made her moan and groan. She smiled as she dumped pint after pint after pint of her cum into Celestia's body. Her stomach began to grow, and grow it did. Celestia gulped desperately, savoring each and every drop. She groaned as her stomach buldged as the weight of cum began to build up inside her. She was gaining three pounds per second with each massive glob of cum that entered her.

Nightmare Moon loved it. She loved the situation, the show that was unfolding before her. She'd contained Luna inside her very being, and the ruler of Equestria herself was kneeling before her, fattening up as she was helpless against taking her gigantic stallionhood. Seven feet of glory she was more than proud to have. She herself was shorter than her cock was long! So long, Celestia couldn't take its entire length if she wanted the head in her stomach. It was a tease. A whole foot of pleasure Celestia couldn't enjoy.

Then, Nightmare Moon orgasm arrived again.

She wrapped Celestia in her dark blue aura of magic, keeping her on her cock as her cock poured several gallons at once. Two at a time. Cum began to spurt from Celestia's pussy, creating a pool on the floor. She managed to keep most of it within herself, her belly now matching the size of Nightmare Moon's. She moaned under the weight of twenty gallons filling her lower abdomen. With the orgasm done, and cum once again all gone, Celestia pushed herself to once again take the rest of Nightmare Moon's length.

"You did just as well as your sister, Tia. Your obese form amuses me. How fast you were to succumb to my glorious cock."

Nightmare Moon knelt down on one knee, raising Celestia to look her in the eye.

"Do I feel good inside you?"

Celestia nodded.

"Now, just as I fucked your precious Luna, I want you inside me as well."

Celestia then heard humming coming from within Nightmare Moon's large stomach. She eye'd it suspiciously.

Nightmare Moon took hold of Celestia's tail and began pulling her off her cock. "Say hi to Luna."

Celestia took heavy breaths, feeling as if she were still impaled on that gigantic penis.

"Hi Tia!" Luna happily cheered from inside Nightmare Moon. "Come in here, it's comfy! We can snuggle!"

"Do you wish to join her?"

"Can I?" asked Celestia as Nightmare moon removed her from her cock. She nodded.

"Crawl right on in."

With a smile, Celestia approached Nightmare Moon's wide vaginal opening, noting she could clearly fit an arm inside.

"It's so...wide!" Celestia drooled at the sight of her cum dripping pussy, and couldn't help but lick it clean.

Nightmare Moon moaned of great pleasure as a powerful tingling sensation coursed through her veins. "Oh, Celestia! Your tongue!"

The solar goddess purred as she throughly licked Nightmare's fur, cleaning it of the semen that covered it in its white stickiness. Once finished, she stared at Nightmare Moon's opening for a moment. Part of her felt this was wrong, but the majority was screaming for her to squeeze herself in and be with Luna. She smiled slightly as she first stuck a hand inside, Nightmare Moons opening began sucking her in, inch by inch.

"Oh, fuck yes! Get inside me! Get deep inside me, Celestia!" Night mare Moon groaned as her body struggled to pull in a mare the same size as herself.

Celestia didn't fight it, instead she was eager to go in, and she reached her other arm inside, noting up to her elbows have been swallowed by Nightmare Moon's vagina, cum pouring from inside, soaking her fur. Her opening grew wider and wider as more of Celestia entered her, causing Nitmare Moon to moan even louder. Fat blobs of semen dripped from her massive cock, streaming down her length, before dripping onto Celestia's face and head.

Celestia continued on, pushing her head up into the massive hole, her face being greeted with more cum. She sat on her haunches between Nightmare Moon's legs, forcing herself in deeper and deeper.

Soon, Nightmare Moon's legs began to give out and she slowly began to sit, allowing more of Celestia inside, now having swallowed her halfway down her back. Cum poured like a faucet from her wide open pussy, creating a puddle on the floor. She purred at the sight of her growing stomach, which dropped past her knees, and forced her breasts to split as it rose higher than her chest.

Celestia stood up slowly, moaning as Nightmare Moon's vagina continued to take her in. Once past the waist, Celestia sat once more, pulling her legs in, curling up inside Nightmare Moon's womb with Luna.

Nightmare Moon could feel as Celestia's long tail was the last to be taken in and she purred happily as she now sat on the floor, rubbing her large stomach.

Celestia smiled once inside. She took her sister into a warm embrace. Their mouths meeting for an affectionate kiss.

"Welcome to your new home, Celestia." Luna said softly.

Celestia's grin widened a bit. "It's good to be home, Mother."

"It's good you two know your place." Nightmare Moon moaned. "I'm flattered you think of me as your new abode. You're free to explore me."

Luna smiled. "I'll take you up on that."

Celestia nodded. "It's perfect in you, Moon. I wouldn't mind spending eternity in here."

"Good." Nightmare Moon smiled, then gazed hungrily down at her throbbing meat. She could feel her testicles filling yet again. "This load is for me."

Sucking her own cock now, easily downing more gallons of boiling semen, she wondered who else she could fit inside her. She chuckled at the fact even her six foot stallion hood could hardly reach her mouth around her large gut.

After having a third orgasm, and another twelve gallons of cum packed away inside her, she went to lay on the bed. She was exhausted. She's filled herself more than she ever has before and she couldn't be prouder. The bed frame creaked beneath her weight, but she didn't mind. She closed her eyes for sleep, a smile upon her muzzle, feeling Celestia and Luna move around inside her. After a thousand years, she's finally satisfied her lust for rough sex. She enjoyed the feeling of her cum boiling hot in her stomach. It was a feeling she hasn't felt in such a long time.

Her gut was ginormous! She lay on one side of the large, king sized bed, big enough for four mares, yes her stomach took up those three spots. She contentedly continued to suck her fat tip, getting every last drop from her large stallionhood. It was seven feet of cock she was proud to posses. Her joy was too much. She'd finally won. She smiled down upon her gut, listening to the moaning that came from within her. Her rivals had been defeated by her massive gift. A surprising discovery it was to find it there one morning.

She hugged and nuzzles her cock, enjoying the feeling of her cum soaked fur. Fat blobs of semen continued to drip from her tip. It was never ending. She'd had a constant stream of semen since she found it months ago. All in all, her cock was her most valuable possession. She licked it joyfully, lapping up as much of it out of her fur as she could.

After a while of basking over her cock, she finally decided it was time to sleep. Her erection had gone and her cock returned to its mere two foot length. She shoved it into her pussy, eager to see how filled she'd be in the morning. And so, she fell asleep to the sounds of her sisters going at it inside her. She was glad to have them inside her. Her new, permanently unborn daughters. It was ironic how she used to have just Luna trapped within her, but physically as she was now brought her untold amounts of pleasure. Having Celestia inside her was a large bonus.

Tonight, she goes to sleep a tyrant, tomorrow she'd wake to be Princess Nightmare Moon of Equestria.