Nightmare Moon woke to find it was still dark out and to the smell of musky sperm. There was cum flowing steadily from her muzzle, which was a nice treat. She groaned under the pressure of her own massive cock inside her, gushing out pint fulls of cum. She struggled to sit up, moving the cum soaked sheets off of her. Her fur was matted down, sticky with her own pre. Her gut was not much bigger than when she had gone to sleep. Her erection left the head of her shaft in her mouth which was the cause of that.

She let out a muffled yawn, and smacked her lips, cum flowing like a waterfall from her muzzle. The sound of heavy snoring came from inside her gut, telling her that her sisters were fast asleep still. She smiled softly and put her hands around her enormous belly. She loved it. Her cum filled stomach, and womb containing two mares, one of them being taller than herself. All she felt was pure pleasure. She kisses her stomach, drenching it with the cum that was pouring from her mouth still.

She looked around.

The room seemed...shorter.

Tilting her head, she turned with some effort, putting her legs over the side of the bed. Much to her surprise, her legs went through the completely white floor.

It was her cum. Boiling hot and steaming.

She stood, noting the room was filled with a lake of her pre that came halfway up her lower legs. Having been living in the Everfree forest, she was used to waking up in a large puddle, but this time she's make a two foot deep ocean of pre in her very room!

She smiled. "This explains the musky smell." she chuckles to herself. Her voice sounded gargly what with her cum flowing from her mouth. She enjoyed it, so she decided to leave her stallion hood where it was.

Then there was a knock at the door.

"Princess Luna! Are you in there?!" came a very familiar voice from the other side of the door.

Nightmare Moon frowned. "Who's there?!"

"Uh....it's Twilight!"

So it was her. The very mare that put an end to her evil scheme. Years ago she could have had Equestria, but Twilight had prevented that with her friends.

With a sigh, Nightmare Moon began to slosh her way to the door about ten feet away. Her boiling cum felt good against her fur and skin. It was a sensation she loved all too much. Sadly her load from last night's events and come down to room temperature. Said load was also leaking its way from her pussy, so later on she'll have the chance to refill herself.

"What do you want?" Nightmare Moon hissed. She didn't care who it was. She didn't care if it were Lauren Faust! She'd fuck that mare harder than she's ever been fucked! She might even allow her inside her wide open vagina as well.

"I was just..." Twilight stopped. "Why do you sound like Nightmare Moon?"

She looked down, the sight of her cum filled room amused her. If she were to open the door, it's all flow out. Who knows how long it will take to refill the room?

"Guess I have no choice."

Wanting to look presentable, she used her magic to yank her throbbing, pulsating black shaft from herself.

"Prepare yourself, Twilight!" Nightmare Moon warned and she opened the door.

A huge wave of her sperm flowed out into the hall, her room slowly emptying. It saddened her. Maybe she'll have the pool replace the water with her cum, making sure to have it regulated above boiling heat.

Twilight gasped in shock, being tripped over by the wave of cum. She braced herself as the boiling semen washed over her, completely soaking her fur. Strangly

"You've gotten wings? Since when did Celestia ascend you to be an alicorn?"

Twilight's mouth hung wide open. It was all right before her. A river of pre flowing down the halls, Nightmare Moon's large gut pressing the walls apart, making them crack and groan from the weight. Lastly, she saw the biggest cock she's ever laid eye on. The testicles too, as big as bowling balls forced her legs apart slightly.

"Well...you've...changed...Moon..." Twilight stuttered.

Nightmare Moon smiled. "I have. Were you looking for Celestia and Luna?"

"Yeah, what have you done with them, I can't find them!"

Suddenly, a groan and a gurgle came from Nightmare Moon's gut.

"Moon...what's going on?" Came the voice of Celestia.

"Calm down, dear sister. It's just your friend, Twilight Sparkle!"

Twilight's eyes went wide. "They're inside you?!"

"Hi, Twilight!" Celestia grinned from inside Nightmare Moon.

Twilight began to spark her horn. "Return them NOW!!"

Nightmare Moon could only laugh. "You don't have the elements with you, Twilight. You are powerless to battle me. You know you can't win." Nightmare Moon smirked. "Say...when's the last Time you got laid? I could give you pleasures beyond imagination!"

Twilight gulped. She knew Nightmare Moon was right. Even with her half ton gut, there's no running.

"Well? Does my glorious cock not arouse thee?"

Twilight took a step back, only to slip in the flowing cum. The head of Nightmare Moon's shaft was right in her face. She couldn't deny it. Her breaths were heavy, urging her to move herself forward. She herself was smaller than Nightmare Moon's massive stallion Hood, yet she wanted it in her. She gulped.

"It does..." Twilight admitted.

Nightmare Moon smiled. "Then get on."

Twilight nodded, and she began sucking the tip of Nightmare Moon's cock, closing her eyes. Immediately she began to swallow the cum that came from it, moaning with glee. She wrapped her tongue around the shaft. A good use of her many spells to lengthen it to do so. Her tongue went all the way around under the medial ring, pulling it further into her mouth.

Nightmare Moon frowned. She enjoyed toying with Celestia and Luna, but her spell had gotten boring after that. She wanted a real session of rough love making. She groaned and lifted the spell she placed on her great stallion hood.

Twilight's eyes opened and her sucking ceased and her two foot tongue fell from her length.

"Gah!" she gasped, backing away from Nightmare Moon. "Was I just...sucking your....cock?"

Nightmare Moon smirked. "You were. You know you want it, so get back on the saddle!"

Twilight tilted her head. "Are you sure?"

"Of course! I'm a pent up mare, I need this! I know you do too! How lucky you are to be offered the biggest dick you'll ever have!" Nightmare Moon boasted.

"Twilight." said Celestia, still affected by Nightmare Moon's spell. "Pretend you're still my faithful student. Your next mission is to do as she says!"

Twilight nodded. "Okay. I will."

With a happy grin, Twilight took the large black shaft into her mouth again, swallowing up the whole tip. Making her tongue even longer, she curled it around the shaft's entire length, using her tongue to pull herself further onto the massive cock. She moaned of sensational joy.

"Good job, Twilight Sparkle." said Nightmare Moon softly, placing her hands on Twilight's sides. "Let me help you."

Twilight moaned loudly, her eyes rolling into her skull as Nightmare Moon pulled her further along her dick. With her aid, Twilight has two feet of Nightmare Moon's glory inside her. Twilight lovingly licked the cum that soaked her fur, while swallowing as many blobs of sperm she could take. She felt a strain in her stomach, a strain that felt so blissful, she wanted only more, gulping faster. Nightmare's sweet cum began to fill Twilight's belly quite nicely.

"Enjoying my massive stallion hood, Twilight?"

Unable to nod or speak, Twilight gave a satisfying moan, then weakly she pointed to the bed past Nightmare Moon.

"Very well," Nightmare Moon smiled, pulling Twilight further along her cock by another foot. She turned, closing the door, preserving the last few inches of cum that were still left in the room. It was slightly higher than her hooves. With Twilight stuck on her massive length, she laid on her back on the bed.

Twilight continued to inch her way along it, licking all over the remaining three feet. The cum now was dumped straight into her stomach, each blob containing more and more as Nightmare Moon came closer and closer to her full orgasm. She began to thrust, fucking Twilight's whole being, her cock reaching three feet out of her plot with each slamming thrust.

Both mares gasped and moaned of sexual pleasure, Twilight was watching joyfully how her stomach was still expanding as Nightmare Moon filled her with her cum. Twilight's small stomach was stretching past its limit and it hurt so much, which only made it feel all that much better. She loved how her whole body had to stretch to contain the cock that was inside her. She didn't want to stop.

"Almost there..." Nightmare Moon groaned, thrusting harder thrust after thrust.

Twilight moaned louder with each harder thrust, and suddenly, the cum burst out from Nightmare Moon's tip like a fire hydrant, sending gallon after gallon into Twilight's belly. Twilight cried of pure joy, cum spurting from her pussy, splattering the ceiling above. Nightmare Moon tensed up, failing to fight back her massive gasps and moans of pleasure. Whatever Twilight's stomach couldn't hold was sprayed from her own mare hood, dumping itself onto the floor. The cum boiled within her gut, causing steam to escape along with the sperm. Twilight couldn't deny she enjoyed it.

Slowly, the room began to fill once more as gallons were dumped from Nightmare's cock.

When it was over, the room was filled higher than this morning, by at least half a foot. The sound of boiling semen made both mares smile as Nightmare Moon pulled Twilight off her massive shaft. Unable to breath the entire time, Twilight sucked in a large breath as she came to lay down besides Nightmare Moon.

"Thank you, Nightmare Moon." Twilight said softly, smiling at her spherical stomach.

"But of course. Now...would you like to join your wonderful princesses inside me?"

Twilight looked up at Nightmare Moon's stomach and she smiled.

"I'd love to."

Nightmare Moon smiled. "Can we kiss first? You'll be in me for a long time, Twilight. Maybe I'll get your friends to join you."

Twilight nods, nuzzling her cheek in between Nightmare Moon's large cum soaked breasts, licking them with her long tongue. She lightly kissed the right nipple.

"Or you can do that." Nightmare Moon chuckled. Whatever pleases you."

Twilight gave the nipple a little suck, surprised a bit of milk came from it. She smiled, smacking her lips and continues to suck happily, using her long tongue to caress the other nipple, lapping up the cum in her fur.

Nightmare Moon couldn't help but smile, and she wrapped her arms around Twilight. She held Twilight close, and she then slid her massive shaft up into her pussy. Twilight's body began to stretch again to contain said cock. She smiled and purred lightly, much like a cat, snuggling into Nightmare Moon's fur, sucking the last bit of milk from her massive breast. She looked up and Nightmare Moon and smiled, a blush upon her cheeks.

"Maybe you aren't such a bad mare." Twilight said softly, pecking Moon's lips for a moment before switching breasts.

"I'm flattered you think that, Twilight," Moon blushed.

"I know we're just fucking to ease our pent up needs. Wanna make it serious and make love to you know...mean it?"

Nightmare Moon blushed further and smiled. "I'd love to, Twilight."

"Good. Now fuck me till I can't use my legs." Twilight smirked.

"As you wish."

They pressed their lips together, Twilight sliding her extensive tongue down Moon's throat, lapping up the warm cum that genrously filled her belly. Nightmare Moon couldn't fight the moan and deepened her kiss, by doing the same as Twilight, causing her to moan as well. They smacked their lips together as Nightmare Moon began thrusting into Twilight's tight pussy, using her full length, her tip escaping her mouth, and going three feet down her own throat with each powerful thrust.

Twilight, for some sudden reason has fallen in love with her most powerful enemy. She didn't care. She just wanted to be with her.

"I love you, Nightmare Moon." Twilight said softly, nuzzling her cheek.

"I love you as well, Twilight Sparkle."

Twilight gasped as Nightmare Moon began thrusting harder than before, semen spitting from her mouth.

Soon, Nightmare Moon orgasmed again, filling Twilight even more, as well as herself with a new batch of boiling hot sperm.

"Thank you, Nightmare Moon," said a satisfied Twilight softly. "Can you put me inside you now?"

Nightmare Moon smiled. "Of course, my love."

With her magic, Nightmare Moon angled her cock into her pussy, shoving Twilight in.

"Hi guys!" Twilight said happily to Celestia and Luna.

Celestia took Twilight into a warm embrace. "It's nice to see you again, Twilight."

With a smile, Nightmare Moon shoved her cock fully into herself, first letting twilight dismount. Cum once again began to seep from her mouth, and she eased herself off the bed, sitting in the boiling cum. She sighed of relief. The three most powerful ponies in Equestria were stuck inside her for all time. Her stomach grew larger, having a new pony and more cum filling her. She was covered up to her chin within the semen that filled the room.

She smiled. "This is the life. I wonder how many more ponies I can devour with my wonderful mare hood."

She then remembered what she said last night.

"I could fit this whole planet in me if I ever so pleased!"

She put a hand to her chin. "I could do that, actually. They'd all be swamped in darkness inside my massive gut!"

She then smiled, gazing down into the cum, rubbing her tingling mare hood.

"Watch out Equestria. My vagina is hungry, and you're on the menu!"

Author's Note

Eh. I felt I should add a chapter. I couldn't leave Twily out. I hope this was at least better than the first chapter. If...possibly you guys want...I could make this an adventure story of kinky sex of Nightmare Moon's crusade to conquer Equestria with her package.