The Night To Last Forever

II: Turning Tides

Nightmare Moon stared forwards as the sound of approaching hooves grew ever louder. Those other ponies would be on top of her at any moment, and she needed to be ready for them. Nightmare Moon looked down at the corrupted Twilight Sparkle, her abused body and swollen womb looking ever so beautiful. She had wrapped herself around her Masters foreleg, desperately licking at her hooves. Her body twitched occasionally, still reeling from the sensations forced upon it not five minutes earlier.

“Twilight. Please cease that.”

The mare immediately broke her grasp around Nightmare’s leg, shimmying backwards slightly in order to look up into her eyes.

“You may have finished your servicing of my body, but you still have work to do. Those maggots you once called friends fast approach, and they will wish to take you away. Now, I KNOW you wouldn’t want that to happen, so you must do as I say. Lie still, hide your face. Play the victim. Bait them into the chamber. Once they are within these walls, I will set to work. But listen well. My magic may have already changed your mind, but it has not finished its work. Remain still until you have completely changed. You will know when my magic is finished with you.”

Hoofsteps echoed through the halls; those ponies were almost upon Nightmare Moon. She closed her eyes and vanished into vapor, slithering across the floor and coming to rest in a dark, shadowy corner of the hall. Even in this new eternal night, some light came to rest upon the ground as the moon hung low in the sky.

Twilight watched as five elongated shadows were cast against the wall of the corridor ahead. As they grew larger and larger, Twilight ducked her head down against her hooves, and began to loudly sob. Applejack led the charge as the group of friends burst into the room. Looking around they saw little sign of a struggle. No Nightmare Moon, just the twisted remains of a once great castle, and a scared little pony crying her eyes out.

“TWILIGHT!”

The ponies sprinted forwards, completely dropping any notions of security or awareness. Their hooves reverberated loudly against the heavy-set brickwork of the castle floor as they moved. As they approached, a strange sound of creaking vibrated around them. A variety of weeds and plants growing in the cracks in the castle floor had seemingly come to life, wrapping around their legs with astounding speed, bounding them in place. All except Twilight, who remained free of the trap. Curious.

Applejack strained to lift her hooves, but to no avail. Whatever had influenced these plants was still working it magic, as their grip was way too strong to be natural. They were all trapped there now, no matter how hard they tried to free themselves.

“Rarity! Can’t you try casting a spell on these things or something?”

The white unicorn looked down at the vines, attempting to wrench them away with her telekinetic abilities, without success. Whoever was controlling the plants wielded far more powerful magic than her. Applejack continued to struggle as she looked around.

“Damn it, Nightmare Moon, we know it’s you! Show your face and let us go! Don’t worry Twilight, we’ll help you soon!”

The eyes of the group came to rest on a distant corner of the castle where a dull blue light had begun to shine. Emerging from the shadow strode Nightmare Moon, her face a picture of pride.

“You knew it was me, and yet you still came? How laughable. You know, I thought you it was simple naivety to on your part to intrude into my home, but now I’m thinking it must be stupidity. That, or ignorance. Either way, those really aren’t pretty traits for ponies to have.”

The villain began to sidle forwards, taking each step slowly and methodically. She flashed the white of her teeth as she smiled. She loved to watch her victims squirm.

“But never you mind what foolish motives leads one to come here. You’re here now, and that’s really all that matters for me. For us. You see, there is a magnificent future ahead for this world, and you shall all be integral pieces in birthing it.”

Rainbow Dash stared up at the corrupted mare, flapping her wings wildly in defiance. Pointlessly, of course. She spoke with confidence.

“What in Celestia’s name are you talking about? We aren’t creating some lame future for you! We aren’t doing anything for you! What, just because you have the upper hoof at this second, that makes you think you’re in charge? Please, we’re made of stronger stuff than that, right girls?”

Rainbow looked around and was alarmed to see a lack of support from the gang. While Applejack cheered in approval, the others remained awfully quiet. Fluttershy had dropped to the floor, burying her face into her mane as she quaked with fear. Pinkie Pie was bouncing around on the spot, obviously desperate to free herself of the bonds that held her still, and Rarity was leaning down towards their stricken friend. Their stricken friend who – in fact – had not only stopped crying, but was also staring up at the approaching Nightmare Moon with a look of both intrigue, and…?

Rainbow couldn’t quite read the emotions on her face, but she didn’t have time. Nightmare Moon was right in front of her. The alicorn began to slowly circle around her, resting a hoof on her back and running it along her body. The sensations caused Rainbow Dash to shiver profusely.

“Now, as I was saying. I must inform you, you won’t be leaving this place the same ponies you were as the ones that just waltzed in. But I’m sure you’d all already realized that. You see, I will forge a new future for this nation, one with me as its rightful master. And there is a place by my side for you, for all of you. With you as my aides, we can create a new world, baptized in lust.”

The powerful mare came to rest in front of Rainbow Dash’s face. She slowly lowered her head down to Rainbow’s level, staring deep into her eyes. There was that flash of teeth again.

“Come on, can’t you picture that utopia?”

Rainbow responded by hacking a heavy glob of spittle and phlegm across the mare’s face in defiance. It lingered on her muzzle, before slowly beginning to drip to the floor.

“Go to Tarturus, whore. We would never work for you.”

Nightmare Moon stood straight, wiping her face clean with one smooth motion. She flicked the spit from her hoof, splattering it against Rainbow's face. She flinched. Nightmare Moon gazed down at the fool in front of her, who in turn stared upwards in self-satisfaction.

“Oh, Rainbow Dash. Honestly now, you’re misunderstanding the situation. I don’t expect you to submit to me out of choice. Oh, no no no. Since when did I say you had a choice in the matter?”

The others watched in horrified silence as Nightmare Moon walked around the mare again. This time she came to rest at her rear end and began to run her hooves sensually along her rump. Rainbow cried out in shock as the others responded with a mixture of screams and yells. She continued to rub her hooves against her body, gently pulling and pushing at her fur. She lifted her hooves away, before bringing one crashing down against the mare’s rear with astounding force. Rainbow screamed in alarm as the smack sent shocking pain shooting through her body. Rainbow fell to her knees as her back legs remained straight, leaving her behind presented skywards.

“NIGHTMARE MOON, DON’T YOU DARE TOUCH THAT MARE AGAIN OR HELP ME CELESTIA YOU WON’T LIVE TO SEE THE SUNRISE!”

Applejack’s voice was heroic, determined. Everyone else merely looked on in horror.

A short moan escaped from Twilight’s lips as she watched her master work. She abruptly cut herself short though as her body was overcome with a strange feeling: A strange feeling that quickly morphed into discomfort. She gritted her teeth, and it took all of her effort not to scream. Something was changing deep within her.

Nobody noticed Twilight’s plight as they instead focused on Nightmare Moon. She was rubbing herself, quickly arousing her member. Inches of flesh pushed from within her body as her cock expanded, the tip butting against the floor. Repositioning herself her cock was freed from the floor, and it quickly shot up – rock hard – smacking into Rainbow’s underbelly with a soft ‘whap’ sound.

Her terrifying shaft now fully erect, Nightmare Moon set about preparing her newest subject for the trial that was to come. She leant down, bowing her head so it came to rest inches from Rainbow’s genitalia. She held herself there, taking in gulps of the smell that flowed from her. The pegasus was hot, and the smell was heady. Perfect.

The other ponies cried in disgust as Nightmare Moon opened her mouth, unfurling her tongue. She pushed the tip against Rainbow’s exposed anus. As she forced her way past her ring, Rainbow tried to stand up again. A ball of magic energy on the back of her neck put a stop to that. She couldn’t stand if she tried. She had no option but to take it. She could handle it, right? She was made of strong stuff!

As Nightmare Moon's surprisingly long tongue explored Rainbow Dash’s insides, she lifted a hoof to her pussy. She began to playfully rub the folds of skin, slowly and deliberately. Fluttershy went weak at the knees as she watched her friend be abused by this foul demon. She hit the ground with an audible thud as she fainted.

Nightmare removed her hoof from the genitalia of her subject. What was she doing pleasuring her? Nightmare Moon was the one who was supposed to be receiving pleasure, not giving it to some slave. She wiped the juices from her hoof on Rainbow’s flank, watching as it soaked into her coat. She proceeded to pull her tongue free too, her subject’s anus now appropriately lubricated. A thick trail of saliva connected her tongue to the mare’s rear as she pulled back, but it quickly snapped as she moved.

Now for the main event. Nightmare Moon moved forward, resting her powerful forelegs on the ground, either side of Rainbow’s head. Stood over the mare she lifted her back leg slightly, guiding her vast horsecock up against Rainbow’s asshole. Pressing against the sweetly moistened hole, she took a second to bask in the sounds that surrounded her.

The quiet sobbing of the disheveled mare she was about to corrupt. Clearly she wasn't made of stronger stuff.

The screams of disgust and the volleys of abuse fired from the unfortunate group of onlookers.

The quiet groans of anguish as Twilight – largely forgotten about – shuffled uncomfortably as her body continued to morph.

“Don’t worry, Sparkle,” Nightmare Moon thought to herself. “Soon the pain will come to an end, and then you will be truly ready to fight and breed at Nightmare Moon's side."

She pressed on, slowly penetrating the mare beneath her. As much as she needed this, she couldn’t risk going too quickly. She wanted to show this fool the extent of her ability, but it could end very, very, poorly.

She inched forwards, Rainbow’s body distorting in a pleasing manner in an effort to take in the encroaching slab of flesh. Suddenly the mare let out an incredibly loud scream as her belly distended around Nightmare Moon's freakish flared cock. It would seem she was at capacity. Shame.

The demon leant down as her latest conquest began to scream abuse through choked tears.

“Get out of me, you disgusting monster! Celestia’s going to find out about this, and when she does she’ll put your head on a spike!”

Nightmare Moon’s response was mocking, callous.

“You know, for a pony so full of her own incredible ability, your body really doesn’t reflect that. You aren’t very accommodating for your true master. It’s quite embarrassing, really. But don’t worry yourself about that little fault. Please. By the time I’m done with you, your body will have been changed. My influence will creep through you, taking a stranglehold on your innards and your mind, morphing you to my perfect ideals. What do you think is happening to your mare-friend over there?”

Rainbow looked past the group, focusing on Twilight as Nightmare Moon withdrew the majority of her length from within her. Rainbow watched her friend - sat a few yards behind the others – biting her lips and shuffling awkwardly in pain as she began to stand up.

“GUYS, CHECK ON –“

Rainbow’s demand was cut short as Nightmare Moon slammed her length inside again, causing Rainbow Dash to cry out in shock. Nightmare Moon could feel her tip butting up against Dash’s walls, and it felt good. The mare was so tight, far tighter than the throat of her first new subject. But she wouldn’t be by the time she was Nightmare was done with her.

The shackle clamped around the base of her shaft rattled slightly as she pounded the poor mare, biting down uncomfortably against her shaft. Her huge balls shook violently between her legs with each thrust. Even after dumping an ungodly load down Twilight’s throat they were still at their full size, if not slightly bigger.

“Please, let me go…”

Rainbow’s voice was soft, pleading. A far cry from the boisterous tone she normally took. The fight had evidently been knocked out of her. Good. That meant there would be minimal defense when it came to corrupting her mind.

Applejack swore at the demon again and again until her throat was raw, all to no avail. As Nightmare Moon dominated her friend before her, Applejack was awash with a sense of guilt. She should have guessed the kind of dangers they would have faced. She should have warned them. All she could find herself able to do now was look away as she focused her attention on the friends around her.

Rarity’s face was an odd shade of green, as if she was about to be sick. Pinkie Pie’s body was shaking head to hoof, obviously desperate to break free of her bonds and do something. And finally, Fluttershy. Applejack turned to check on the unconscious mare.

Twilight Sparkle was approaching her.

“Oh, thank goodness, Twilight’s come round!” Help us Twi!”

Applejack’s voice fell on deaf ears. Instead the unicorn just continued to walk, slowly approaching the prone mare. AJ’s eyes grew wide as she actually looked at Twilight’s body.

Her appearance had changed, subtly in parts, in others, not so much… Her lips looked bigger, fuller, more plump. Her horn was bigger too, having clearly grown in both girth and length. She looked like she’d grown taller, by a noticeable amount. The bulbous stomach that hung beneath her was no longer dragging along the ground as it had been before she had grown taller.

The smell was practically potent, too. What was that?

As Twilight moved in front of Fluttershy’s face, AJ saw the answer.

Hanging from her crotch was a newly formed cock and pair of balls. They were close to the size of the average stallion, if not a little larger. It was an alarming shade of dark purple, similar to the colour of Nightmare Moon’s genitalia. Putting two and two together, it didn't take a genius to realize what had happened to the poor mare. Applejack stared at her swinging belly, her face changing as she came to terms with the corrupting substance that must have been inside it.

As Twilight approached, she took hold of the unconscious mares shoulders with her hooves. No longer a tangible threat, the plants that were wrapped around her legs became limp, Nightmare Moon releasing their grasp. Now free to be moved, Twilight rolled the mare onto her back, and opened her mouth as wide as she could.

With little hesitation the futanari mare pushed her cock down Fluttershy’s throat, quickly bottoming out as she came to rest her crotch against Fluttershy’s muzzle. She began to lift her thighs and smack them back down, abusing the body of the mare that couldn’t fight back.

“No… not you too…”

Applejack spoke under her breath, stunned into submission for the first time. Up until now she had felt fired up, angry. She had known who her enemy was, the evil alicorn from a distant time and realm. But now her own friend had turned. Humiliated, AJ slumped her head, focusing on the ground. She couldn't bring herself to look at anyone, and - unable to lift her hooves to her ears - had no choice but to listen to the pummeling of moist flesh in stereo now.

Nightmare Moon had gotten into a comfortable flow. She had accepted the lackluster ability of Rainbow’s disappointing body, and resigned herself to using the mare as an opportunity to get off. Her body would be exquisite by the time her influence had fully changed her, but that wouldn’t be able to happen until the mass of her seed touched her core. Fortunately, that moment was soon upon her.

Rainbow’s eyes widened as she felt her captor increasing her speed. She knew what was coming, and had no choice but to accept it as it arrived. With one last titan thrust Nightmare Moon burrowed her meat into Rainbow’s behind, holding it in place as her member began to twitch and pulsate. The heavens opened as an intense orgasm shook the alicorn, slathering Rainbow’s innards with one hot, corrupting load after another. With each shuddering orgasm a new string of cum was launched from deep within her monstrous balls. She watched Rainbow as the poor mare’s body twitched pathetically, her hooves shaking slightly. Her eyes had rolled into her head long ago. The skin of her belly stretched and expanded, forced outwards as the ever-increasing load that came to rest in her stomach.

Nightmare Moon couldn’t help but feel the slightest bit disappointed. Yes, she was corrupting another mare with her potent semen, but she wasn’t going to be getting her pregnant from this anal play. And what use was a mare to her if it was not going to bear foals that could be raised to become soldiers, or breeders like their parents?

She wasn’t going to waste this opportunity, and she had to make sure no member of her brood made it again.

Gritting her teeth as the violent orgasms continued, she quickly withdrew the entirety of her member from the mares battered anus. Of course, mere moments later Nightmare Moon could not see Rainbow Dash’s anus, as it was quickly coated with a thick load of spunk from her still firing cock.

With new-found determination, she buried the entirety of her length in the mare’s soaked pussy. There was no time for easing her in, she couldn’t waste any more of her seed. She pushed forwards, the surprising tightness of the untouched hole catching her off guard. She bit her lip as she felt yet more spunk volley from her raw tip with no sign of slowing down. Lost in the euphoria of the moment she flopped down over her subject, resting her head on the floor besides Rainbows. She took a good look at the mare’s face and smiled. Rainbow’s face was the picture of happiness. Her tongue had lolled out, and Nightmare Moon could see cum dripping from her nostrils and the corners of her mouth.

Clearly her mind had snapped like Twilight before her.

Nightmare Moon let out an audible moan as the torrent of cum continued to cascade from her, now taking its rightful place in the greedy womb of a mare that was good for nothing but birthing her young. This was the way the world was supposed to be. She closed her eyes in bliss as the never-ending orgasm drained her of energy. How beautiful this world was for her.

“NOW, DAMMIT!”

The light emitted from Rarity’s horn filled the castle, plastering the walls a dull blue. The energy formed a solid beam as it was launched across the hall at Nightmare Moon. Connecting with her side, the alicorn was flung away, sliding across the floor. She left a thick trail of cum as she moved, her orgasm finally starting to tail off. In her state of distraction she’d obviously let her guard down. Breaking her concentration, the spells she had been casting fizzled out. The plants that had held a firm grip on the legs of the ponies came loose, and they found themselves quickly able to shake themselves free. Applejack found herself taking charge as she barked out orders.

“Quickly! Where’s Nightmare Moon gone?”

Applejack, Pinkie Pie and Rarity scanned the room, but couldn’t see her. They only saw that purple mist as it floated away, heading towards the doorway that the group of ponies had first come through. Clearly she needed time to recuperate after that humiliation.

“Pinkie Pie, check on Rainbow! Rarity, get Twilight off of Fluttershy! We don’t have long before that devil comes back!”

Rarity turned on the spot, bringing her shameful friend into view. She grimaced as she watched Twilight thrusting violently against the abused Pegasus below her. From the slight movements of her body she’d evidently come around again, though must have been too scared to try and fight back. How tragic.

Rarity found herself able only to stare, her face a mixture of shock and misery. Twilight was on all fours, thrusting her new cock down with such violence that her balls smacked Fluttershy’s face like a boxer punching their opponent in the chin. With every motion Fluttershy lifted her head slightly – in an effort to look around for help – only to be knocked down against the cold floor again as Twilight forced her cock downwards.

“Rarity, you useless son of a… argh!”

The unicorn was snapped out of her shock-induced trance by the voice of Applejack. With no time to lose the sturdy earth pony had bolted forward, shoulder barging Twilight in the side. She pulled Fluttershy to her hooves as she watched the attacker go sprawling out over the cobbles. Fluttershy wrapped her hooves around AJ’s neck, holding her in a long hug. AJ could feel an out-of-character tear coming to her eye as Fluttershy sobbed quietly into her shoulder.

“There there, Fluttershy, it’ll all be alright, ya hear? This is all a bad nightmare, but we’ll be waking up from it soon. Dawn will break soon.”

Fluttershy followed Rarity and Applejack as they approached Pinkie Pie. The mare was leaning over Rainbow Dash, hopping from hoof to hoof, occasionally leaning forwards and shaking her friend’s body. Nothing she tried seemed to work, though. Rainbow was lying on her side, her whole body convulsing in the most bizarre of ways. Her face was plastered with a creepy image of euphoria, but her body looked battered and broken. Applejack was the first to speak.

“How is she, Pinkie?”

“Well Applejack, you see, I really don’t understand. I mean, she looks super happy but I can’t wake her up at all! Either she’s asleep, or really good at ignoring me! If it’s the second, consider me offended.”

Applejack stared down at their compromised friend before looking over her shoulder at Twilight, who lay prone a short distance away. AJ found her eyes focusing on the bulbous stomachs of both ponies. A brainwave.

“You know girls, we need to figure out what we are fighting here, and I’ve had a thought. Notice that Rainbow and Twilight are both... well, pregnant? At least, I’d assume they are. Either way, neither of them are themselves anymore. I reckon, and it’s just a hunch, I reckon that the seed is what corrupts your mind.”

She turned to Fluttershy, ready to pose an awkward question.

“Fluttershy, I want you to answer me this honestly. Please, you mustn’t be ashamed. Did Twilight cum inside you?”

Fluttershy shook her head, her eyes locked on the ground between them.

Rarity was next to pipe up.

“Applejack, darling, I’m not sure about that. Twilight may have been corrupted, but does that mean her,” she coughed awkwardly, “semen would be corrupting as well?”

Applejack thought about the answer, but Pinkie Pie was quick to interrupt.

“Hey girls, don’t you think this can all wait? I mean, we’ve got two sick ponies here and one poor shaken Fluttershy! We should probably get our butts out of here before the meanie comes back for more!”

“Good point Pinkie! Rarity, is your magic strong enough to carry a pony?”

“I can try…”

“That’ll have to do. Rarity, I want you to lift Rainbow onto my back, I’ll carry her out of here. Pinkie, you need to look after Fluttershy, and Rarity, I want you to carry Twilight out. Everyone know what they are doing? Good. Then go about it.”

Applejack braced herself as Rarity levitated the bloated Rainbow Dash onto her back. She strained under the effort as the inflated mare was rested down on top of her, but she managed to maintain her composure. Rarity then trotted over to Twilight, who was lying unconscious after colliding with a nearby wall. With a little effort she levitated her into the air too. Having gone to the aid of their friends, the bedraggled group headed for the castle exit.

Progress was painfully slow, but they couldn’t risk leaving one another behind. Everyone was struggling, with Applejack having especial difficulty underneath the awkward weight of the hideously inflated Rainbow Dash, whose weight must easily have triplicated after her ordeal. After a short while the group found themselves in one of the once grand hallways of the castle, and they could see their exit. They were close, but they still had an ungodly amount of forest to traverse. The light of the moon here was tinted a multitude of colors, as the hallway was adorned with the remains of several stained-glass windows. Each had once depicted some scenes of Celestia and Luna a long time ago, but those murals had been lost to time.

The girls froze. Echoing around the hallway. A shrill, smug cackle. Nightmare Moon was back.

Out of nowhere, a bolt of purple. The haze that formed Nightmare Moon swept across the hallway floor, colliding with Applejack and knocking her to her feet. Rainbow was sent toppling too, the reverberating smack of her bloated body hitting the floor ear-splittingly loud. The mist settled, slowly entwining itself around the ponies feet. Applejack - who had quickly stood up - kicked at the vapour, only for it to spiral away with the momentum of her hoof.

“Come out Nightmare Moon, don’t try and hide yourself from us again! You’re a pathetic specimen, look at you!”

Fluttershy spoke up, her voice too quiet and too nervous to register among the others.

“Applejack, don’t.”

“I want to look into your eyes, Nightmare Moon! Look into your eyes and laugh at your face!”

“Please stop taunting her.”

“Come out and try me. You think you are all that, huh? I will end you after what you did to my friends!”

“She’ll hurt us, Applejack. I don’t want anypony else to get hurt.”

Applejack smiled slyly as the mist began to shift beneath her. Clearly her tactics had worked. She was going to show this devil what for, once she took physical form. But she didn’t.

Instead the vapor clumped together, forming into a single large entity on the ground. It shifted as one beast, creeping across the cracked brickwork, moving with purpose. And it moved straight towards Fluttershy.

“GOD DAMMIT NO, YOU HEARTLESS BITCH!”

Applejack dove across the room at the beast, only for the vapor to dissipate effortlessly as she landed. Now sprawled uselessly across the floor, Applejack could only watch as the entirety of Nightmare Moon’s essence forced its way past Fluttershy’s skin, absorbing itself into her body.

“…Fluttershy?”

Everything froze. Beyond the occasional whistling of wind beyond the walls, there was no sound, no movement. Everyone watched in shock, unable to speak, unable to help. They could only wait for something to happen.

Suddenly the castle exploded with action. Rarity and Pinkie Pie started loudly crying in the corner, each hiding their faces against the other. Applejack was giving her friend useless reassurance. Fluttershy was bent over double, screaming violently with pain. She held her hooves against herself as the skin around her crotch began to shine that same sheen of purple. A sure-fire sign of corruption. Her body was being transformed by Nightmare Moon, just like Twilight Sparkle before her.

But something was different.

As one shaft began to form from the already existing flesh, another lump started to appear at its side. Another cock, just as formidable as the first. The creaking of flesh pulled forth from Fluttershy's body echoed her own cries of torment as she was bent to Nightmare Moon’s will. But just as two penises had formed, two sets of testicles began to grow. The masses of flesh pushed and knocked against each other as they tried to settle besides the rest of the newly developing body. They continued to expand far beyond the realms of any normal set of genitals, gravitating downwards until they finally came to stop, the larger pair of the two almost dragging on the floor. The purple sheen faded slightly as they finished growing, but they were still a wildly different color to the rest of her sweet yellow body.

As the transformation came to its abominable conclusion, Fluttershy looked up at her friends. The tears had ceased as she began to speak. But it wasn’t her voice that came out. It was that of Nightmare Moons. It felt so wrong to hear that cracked voice coming out of that innocent mare.

“Honestly now, you fools are making me laugh. Can’t you see? Whatever meager plans it is you come up with, I’ll always be one step ahead. Can you see now just what powers I possess? You can’t win, I’ve been toying with you this whole time. Just submit. For every solution you find, I'll just create two new problems. And the longer you remain defiant, the worse your punishment will be. Try to realize that. Case in point.”

The voice vanished as quickly as it had emerged, replaced by the mare's rightful, timid tones. She was immediately in tears again, unable to control herself. Her whole body started to move of its own accord, as if a puppet bound to someone else’s strings. She turned to face Pinkie and Rarity as they cowered with their backs against the wall. She made a bee-line for them, clambering over the inflated body of Rainbow Dash, who lay asleep on the floor. Clearly the earlier load had taken a number on her. Nightmare Moon couldn’t help but scoff as she looked back at Rainbow through her captor's eyes. That was nowhere near the full extent of what her balls were capable of producing, and yet it could break the average pony with ease. Oh, how excited she was to unleash hell on the Princess.

But first, more pressing matters.

Tears still running down her face, the puppet Fluttershy reached Pinkie Pie. Still wrapped tightly around Rarity, Fluttershy found herself violently tearing the two apart. She pushed Rarity away, who quickly scurried away to Applejack’s side. With nothing in the way, her body could start its work. Fluttershy was desperate to stop herself, to look away, anything. The only thing she found she could still control was her voice as she sobbed quietly to herself.

She lifted Pinkie Pie up, standing the mare on her back legs. Pinning Pinkie's shoulders to the wall with her hooves, Fluttershy watched as herd her foul twin cocks ground themselves against Pinkie’s pussy and anus. She was about to try and speak when she found herself launching a large glob of spit down onto her members. Clearly, this was the extent of the lubrication Pinkie would be getting.

Poor mare.

“I’m so, so sorry….”

Fluttershy’s voice was coarse, choked. She tried desperately to look away as her cocks probed Pinkie’s body, but Nightmare held her view dead ahead. She could do nothing but stare into the eyes of her captive as she found herself licking her lips. Pinkie Pie gulped, and clamped her eyes shut.

Applejack shielded Rarity’s eyes as Fluttershy broke her way inside. The audible scream from Pinkie Pie pierced the air as Rarity continued to bawl her eyes out. Applejack felt desperate to get up and put a stop to the abuse, but every effort to move was countered by something beyond her control. Was it fear, or was it magic that held her still? She couldn’t tell.

“Please forgive me, Pinkie, I don’t want to hurt you! I'm so sorry, I love you so much, you'll always be my friend! Please...”

Pinkie smiled awkwardly as her eyes watered. She rested a hoof on Fluttershy’s shoulder in a helpless attempt to be reassuring.

“It’s okay, Fluttershy…” The mare trailed off as she felt these two hot pieces of meat forcing their way inside of her, dragging themselves along her moist flesh. Trying desperately to remain jovial, Pinkie spoke up again as Fluttershy began to slowly thrust back and forth.

“D-Don’t fret, Fluttershy. Just close your eyes, and pretend you’re at the park. Yeah! Sitting on the swing, rocking back and forth, back and forth… Just close your eyes.”

Fluttershy responded by speeding up her thrusts.

She rocked her hips back and forth, slamming them up against Pinkie Pie’s crotch, with no regard for the discomfort Pinkie was clearly going through.

“Pretend you’re in the park. Ha. How pathetic you are. You deserve to be my brainless cock-slave.”

Pinkie screamed. That wasn’t Nightmare Moon’s voice, it was Fluttershy’s.

Fluttershy immediately started to wail. She had no idea what was going on, or why she had said what she just said. She just wanted this nightmare to be over, for everyone to be one big happy family again. But instead, here she was.

Brutally pounding one of her best friends, butting the tip of one of her cocks against her cervix. And she was starting to enjoying it.

Applejack thought aloud, despite being largely drowned out by the audible slapping of heavy balls against soft flesh.

“OK AJ, think. One of your friends is crying her eyes out on your shoulder, the other is being abused by a demon. You’re on your own here. Think.” If only there was some way to break the two apart, but alas. She still found herself unable to move, frozen by a power she couldn’t understand.

Rainbow Dash and Twilight had both gotten up from where they had lain, moving forwards to form an audience for the perverse show before them. Both looked deeply aroused, Twilight playing with her erect cock as she watched.

Fluttershy stared deep into Pinkie’s eyes, burying her twin shafts as deep into her supple body as she possibly could. She had felt disgusted with herself at first, but now she couldn’t work out for the life of her why. She felt amazing, every inch of her flesh on fire as they pulverized the whore in front of her. And the whore was obviously enjoying it too. Those tears must have been some sort of trick.

Fluttershy’s voice was confident, brash. New.

“Why are you crying? You should be honored to be getting fucked by a pony like of me. What would you be without my seed sloshing around inside you? You’d be gutter trash. Don’t be miserable. Smile for your lover.”

She lifted one of her hooves from Pinkies shoulder, and placed it against the corner of her mouth. She pulled the skin up, forcing Pinkie give a grin.

Clearly something in her mind had snapped. It was at that moment that the purple vapor poured free of Fluttershy’s body, clumping together on the floor by her side. A ball of energy formed and from within emerged Nightmare Moon. Her toothy grin shone as she spoke to Fluttershy.

“So, my young one, how are you feeling? Do you think you should let your friend go? You’ve punished her enough, right?”

Fluttershy’s response was full of surprise.

“Surely not, master?! This filthy pony exists only to be bred by yourself and your proud minions like I! Letting her go free would be worse than killing her!”

Nightmare Moon’s face was full of pride and glee, like a mother watching her child speak their first words.

“Good girl, that’s a very smart answer! Why would we let her go when she could make such a beautiful baby-factory for myself, and you, of course.”

Pinkie began to cry out in objection, but Nightmare Moon quickly clamped a hoof over her mouth. Nightmare Moon could feel her whole body quiver slightly as her newest pet thrust violently against the prisoner, shaking its pink body like a leaf in a gale.

“Please master! May I breed this pathetic creature, break its mind and bring it into our harem? I live for you, and wish for nothing more but to father soldiers and breeders on your behalf!”

Both Twilight and Rainbow Dash looked up at their master, desperately excited for the answer. Nightmare Moon pretended to deliberate it.

“Very well, Fluttershy. I think you have earned the first violation of this mare’s womb. The first of thousands, of course. But before you cum, I want you to pull out of her anus. It is a waste to unload your seed into the rear. The abuse of the rectum is only for our pleasure. If the mare you are using to pleasure yourself is not pregnant, and yet you spare her womb of even a droplet of your seed, well now. I would be greatly disappointed. I want to see you stuff both of those members of yours into her pussy. Twice the spunk,” she leant in close to Pinkie’s face. “Twice the foals. Imagine that. Are you excited, Pinkie Pie? Excited to find yourself lying on the floor at my hooves, screaming my name as you birth the first of my warriors? Do you think you’ll wait to breed with your them when they mature? Or perhaps you’ll try it when they are still young? We could make you enough of a dedicated brood-mare to breed your own foals. Just give my methods time.”

Nightmare Moon unclasped her hoof from the mare’s mouth and stared down at her. Pinkie had her eyes tightly shut. She was searching for her happy place.

“Finish, Fluttershy.”

As Nightmare Moon gave the command, Fluttershy yanked her members free of the mare’s body with intense speed. She had been on the verge of orgasm for minutes now, but at last she had been given the command she craved. It took all of her concentration to hold back her orgasm as she prodded her twin shafts against the mares abused pussy. Even after the vulgar stretching it had been through, it was still incredibly tight. But this was not a concern for Fluttershy. She forced her way inside, watching Pinkie Pie twitch and shuffle with the apparent discomfort. She had long since given up trying to free herself from under Fluttershy’s hooves, resigning herself to her fate.

Fluttershy began to gasp and moan as her orgasm was finally released. The impossible effort of holding it back, combined with the incredible feeling of her two shafts rubbing against each other inside this mare had all been too much. The orgasm that flowed free was immensely powerful, shaking her entire body. Fluttershy had had no idea what an orgasm with these members would feel like, but she had never expected anything this good. It took all of her willpower not to pass out with the sheer effort of this load. Her four hefty balls were working overtime, launching a thick – and constant – flow of semen into her breeder. Pinkie’s womb had been filled to capacity almost immediately, and so now seed was cascading down onto the floor. Twilight and Rainbow both crawled forwards and now lay below the copulating pair, gaily lapping up the spilled semen from the brickwork they stood on.

Applejack had been watching the whole thing, deeply disgusted. Meanwhile Rarity hadn't stopped crying into her shoulder, refusing to look up even once. It was only when a voice spoke beside them that the two looked up. Nightmare Moon was sat at their side, casually inspecting her hooves.

“Isn’t this a masterpiece, darlings? 1000 years trapped on the moon. You’d expect me to have conceived a pretty decent revenge plan in that time, wouldn’t you? But you wouldn’t have thought I’d come up with one this good. But I must say, even I am impressed by my own magnificence. Five minutes with me in her head, and look what your friend has become.”

She motioned at Fluttershy. Pinkie Pie’s stomach had expanded so much with the assault of semen that she could no longer maintain balance. She toppled forwards, crushing Fluttershy against the floor, launching a volley of high pressure cum free from her pussy. As it plastered the wall an off white, Rainbow was quick to totter over and proceed to lick the stones clean. Fluttershy continued to cum, watching as Pinkie’s face had gone from one of disgust, to acceptance, to joy. The pink earth pony had even begun to buck her hips up and down slightly in an effort to milk Fluttershy for all she was worth.

Nightmare Moon leant down next to Applejack.

“You know, it’s really rather amusing. I heard your little theory earlier. About how I get ponies thinking from my perspective. I thought it was rather quaint. Of course, you were right in parts. The only variable you should have considered, though, was me. I am God now. I can change the rules as I go. Whatever you think you know about me is already wrong. Sure, my semen will corrupt you once it comes to rest within your womb. But did you really think that was the only way I can get you? You make me laugh, really.”

She watched as her pets continued to play in the corner, when Fluttershy’s face turned an odd shade of purple. The weight of her impregnated lover crushing her lungs was clearly getting too much to bear. Nightmare Moon calmly cast a spell, lifting Pinkie Pie up into the air, placing her down by Fluttershy’s side. As the pony was lifted away, Fluttershy’s cocks popped free, spilling gallons of cum down onto the group. Fluttershy was painted white, not even an inch of her once yellow fur now visible. Although Rainbow and Twilight were quick to get to work on the mares body, sucking up as much of the cum from her fur as they could.

Applejack turned to Nightmare Moon, only to see she had vanished yet again. She stared into the void where the Mare in the Moon had once been. How in Equestria were they supposed to win this battle? AJ turned to Rarity, lifting her head to look her in the eye.

“Come on Rarity, we need to go. NOW. We have to warn Celestia, there’s nothing we alone can do for our friends.”

Applejack climbed to her feet, suddenly able to move again. It must have been Nightmare Moon’s presence that was influencing her beforehand. She grabbed Rarity firmly by the hoof and dragged her towards the door. The cold air of the night rushed in, hitting them in the face as Rarity threw the doors open with her magic. Hopefully the others would be distracted long enough for them to make their escape.

Or perhaps not.

The doors were suddenly alight in a purple haze of energy, slamming shut again in their faces. Trying the handles, Applejack found they were now locked. To her dismay she slowly turned around, to find Nightmare Moon and her corrupted friends staring the two down. Nightmare Moon’s voice was strong, powerful. It filled the void of silence with a terrifying presence.

“You two really are resilient, aren’t you? Well, I am imploring you to listen. You are trapped here now. Those doors aren’t opening for anyone except me. You can’t escape my brood.” As she spoke the two futanaris began to move forwards. Twilight approached Applejack, and Fluttershy towards Rarity.

“You two shall be broken by night’s end. And considering this night will have no end, I’d say your odds of success are pretty low, wouldn’t you? So please, submit willingly. You will be seeing things my way soon. But wouldn’t you like your friends to peacefully convince you? Or am I going to have to do it violently?”

The futas were almost on top of Applejack and Rarity.

“Applejack, darling…” Rarity’s voice was a whisper, resigned yet also determined. “Do whatever it takes to run. Leave me. Just get away, and get a message to Spike. He will be able to get it to Celestia."

AJ’s face was black with misery. She couldn’t abandon her friend to this fate. But at the same time, if she didn’t, was the entirety of Equestria not at risk? She made her decision as Fluttershy came to a halt mere inches away.

Applejack span on her hooves, facing away from the Pegasus. She raised her rear into the air and delivered a powerful two leg kick to Fluttershy’s chest, sending her flying. She crashed into Nightmare Moon’s face, knocking her asunder as well. In the ensuing commotion, Rarity charged a beam of pure energy, launching it at one of the stained-glass windows. It shattered into a thousand pieces, tinkling down onto the ground. No sooner had the glass fallen Applejack had bound up and out of the window-frame. She didn’t even stop to look back at her friend. She simply couldn’t do it. Instead she launched herself forwards, rolling down the bank outside the castle. She came to rest as the hill finally leveled out and bolted towards the bridge they had first come across. She trained her eyes on the ground as Rarity’s screams echoed around her.

The bridge held as she crossed it, and now she found herself deep in the canopy of the Everfree. Her memory of the path they had taken was vague, but it was better than nothing. The remains of the Royal Castle faded behind her, slowly disappearing entirely. Now Applejack was entirely alone. And all she could do was run.

In the darkness of the forest, Applejack had no sense of the passage of time. She just kept her head down and kept running, until eventually she arrived at a river. It was the river Steven Magnet had helped her group cross earlier that night, but there was no sign of him. This was bad. The torrent of water was way too powerful for AJ to swim across, and the river was way too wide to jump over. Her only choice was to run along the riverbank, searching for a point where the river narrowed.

After what felt like an eternity, Applejack found a potential crossing point. Although narrower, the river still looked a little too wide to safely jump across. She wasn’t taking the risk. Her eyes desperately scanned for something that could help her. Nightmare Moon would surely be on her any second, so she had to work quickly.

Unless the Mare was just toying with her again?

Looking around her eyes fell upon a fallen tree a short distance from the river’s edge. It must have fallen some time ago, looking entirely rotten from inside to out. Because the trunk was long since dead, most of the weight had rotten away, leaving just a husk. Fortunately this meant AJ was strong enough to push it, or else she would have been in major trouble. The trees rustled as she rolled the trunk to the riverside. Resting there for a brief moment, she spun the trunk around so a large portion of it was hanging over the flow of water. She left the majority safely resting on the soil of the bank so that the trunk didn’t fall into the river. Hopping up onto the decaying wood, she took a deep breath and bolted along it. Reaching the end she leaped off, sailing over the river and coming to land on the other side.

She stood tall as she turned around to check her progress. The tree-trunk had fallen into the river and was being carried downstream at a surprising pace. Thank goodness she hadn’t tried to swim it, or there’d be no saving her.

The trunk sailed down the river, passing Nightmare Moon as she stood on the bank.

Applejack froze.

The alicorn was stood there, staring over at her. Her eyes were wide, shining bright in the dark night air. Nightmare Moon glared at Applejack, before lifting her hoof in a coy wave. She took a slow step forwards and walked through the river with minimal difficulty, never breaking eye contact with the last of the mane 6. The rapid torrent of water battered her legs, but she simply walked through as it was nothing.

Applejack turned and continued to run.

She pushed her way through the thickets and undergrowth, desperate to reach civilization. She refused to admit to herself she was lost now.

Laughter filled the air. Or was it in her head?

Keep running.

Shadows danced around her.

The bitingly cold wind whistled around her ears.

Where was she?

Suddenly, a large clearing.

Keep running.

Never stop running.

The laughter came to an abrupt halt. Now it was speaking to her.

“Come on, Applejack, you must know I’ve won. Deep down. I have more power than any mortal could ever even imagine, and yet you still run. Don’t you think you’re wasting your time? And after abandoning your friends as well. You left them to die, or perhaps a fate even worse… Come on, Applejack. Be honest with yourself. What use is there in running? You are not the hero of this world. The hero would stop, turn back and rescue her friends, not run away with her tail between her legs.”

As those words rang through her mind, her gallop slowed to a canter, a trot. Then she stopped.

She looked around her. What was she doing? Running away in some vague hope to find a cure? That was madness. She’d never be able to find some magical cure for a corruption that hadn’t been seen in this world for 1000 years. She should’ve stayed with her friends, looked after them, nursed them herself. But instead she was here, alone in a cold, dark forest. Searching for answers that she would never find.

She slumped, defeated. She really had left her friends to a fate worse than death. And for what? To escape, be called a hero by the ponies of civilization after she knowingly betrayed those dearest to her? Besides, even if she could find some hypothetical cure, they surely would never speak to her again. She saved her own life and left them to be raped by a demon. Why did she deserve freedom after a decision so self-centered, so callous?

Applejack fell to the floor. As she came to rest there, that same purple haze crept around her, before forming into Nightmare Moon in front of her. She rested beside the dejected pony, rubbing her mane reassuringly as the earth pony began to tear up. Her wails were incredibly loud, a noise AJ barely recognized. She never cried.

“There there, Applejack, come along now, there’s no need for such sadness. You can undo your mistakes. Did you know that? Just like that, all gone. Poof!" She gestured an explosion with her hooves. "A clean slate, and your friends will love you again. All you need to do is help me. You’ll be with your friends that way, and you’ll never have to abandon them again. How about that? You'll be granted eternal life, as they all have been. Did you not know immortality was one of the gifts my alicorn influence could bestow upon you? Wouldn’t you like that? To be happy by your friends’ side, forever?”

Applejack looked up at the pony that made her these offers, staring deep into her eyes. She looked so innocent in that moment, AJ was convinced that - somewhere inside that cold exterior – was the innocent Princess that had been banished all those years ago. She bowed her head.

“Okay then, Princess Luna, I accept.”

Nightmare Moon stared down at the earth pony, stunned. She blinked.

She hadn’t heard that name for 1000 years. Suddenly it was her turn to tear over, before quickly stopping herself. She sniffled awkwardly, before glaring down at Applejack.

“Why did you call me that? My name is Nightmare Moon. The Mare in the Moon. I’m not Princess Luna anymore…”

Applejack smiled bashfully up at her Princess.

“I called you that, Luna, because you’ve been so kind to me. An eternal life with my friends sounds like a gift only the sweetest and kindest of ponies would give. And I trust that beneath that exterior, there is a sweet and kind pony. That pony is Princess Luna.”

Nightmare Moon was reeling. She didn’t know if this was a trick or genuine, but in that briefest of moments she was willing to believe the latter. She had planned to abuse this pony, punish her for her insolent behavior, but now she could only picture an act of kindness.

“Okay then, Applejack. I will let you be with your friends… you know what ritual is required of you. I-I need you to spread your legs for me.”

Applejack was more than happy to do so. She exposed her soft undercarriage, and Nightmare Moon stared at that juicy pussy she was about to dominate. But something urged her to treat this mare well. She felt so confused with herself. This was deeply out of character.

“Right, listen. I’m going to treat you well, but don’t let that make you think you’re special. This is a one-off. Once this is over, you are no better than the others. Got it?”

Applejack nodded sweetly.

“Of course, my master.”

Nightmare Moon responded by leaning down, running her tongue along the folds of skin around the mare’s genitals. She listened to the quiet moans that escaped the pony’s lips as she worked. She felt Applejacks legs come to rest around her neck, slowly pulling her down deeper into the mare’s moist flesh.

Nightmare Moon was confused. She couldn’t help but see this pony as different to the others, somehow. She’d seen past the façade that was Nightmare Moon, and addressed the frail pony that hid in her core: Princess Luna.

She stopped; wrenching her muzzle free of Applejack’s vagina. What was she doing? What was she talking about? Princess Luna? Princess Luna had died when her sister banished her to the moon 1000 years ago. Only Nightmare Moon had survived that torture! This pony was trying to lull her into a false sense of security, waiting for her to let her guard down before trying another escape.

How had she been so stupid as to let it nearly happen?

Nightmare Moon looked down at the trickster below her. She’d spread her legs slightly wider, and was swishing her tail from side to side, trying desperately to waft the scent of her sex towards her.

Applejack looked up at her savior that stood over her. She’d spread her legs slightly wider, desperate for the alicorn to convert her. She couldn’t face the guilt any longer, she needed to be back with her friends. Why had she stopped? Applejack felt so very deeply worried.

“…What’s wrong, Luna? Please, I just want to be with my friends again.”

“What’s wrong, Applejack,” Nightmare Moon replied through gritted teeth, “is that you are trying to make me drop my guard. Trying to fool me into some romantic bonding as if we were long lost lovers reunited. I know what daft trick you are trying to pull. You think you can catch me off guard and escape, or make me feel guilty for you and let you go? Ha.”

She laughed dramatically, before spitting on the ground by Applejack’s head.

“You make me sick. I trusted a pony before, and do you know where that got me? Trapped in a cold, rocky hell for 1000 years. Unable to do anything but rot. I’m not going to be taken advantage of again.”

As she spoke she leant down again, resting her head mere inches away from Applejacks. With a thud her cock flopped down against the mare’s belly, knocking the wind out of her. She carefully rested a hoof down on her mane, pinning it against the soil so there was no chance of escape. Now it was time to remind her who this world belonged to, and who it belonged to alone.

“It’s going to take a long time for your friends to catch up with us, but I think it would be nice if you were already on our side by the time they arrived, wouldn’t you?”

She slowly dragged her shaft along Applejacks belly, watching her face as her skin was soaked with the heavy trail of pre-cum it left behind. She tried to look away, but Nightmare Moon proceeded to smack the side of her head with her free hoof, forcing her to look up into her eyes.

Applejack was terrified. She tried desperately to reason with this beast in an effort to save herself from the majority of the misery and humiliation. It didn’t look like she was going to be granted her wish, though. At this point she just wanted to be back with her friends, back before any of this had happened.

She screwed her eyes shut as tightly as she could as she felt the bulbous cock press against her vagina. She stared at Nightmare Moon as she paused, as if waiting for a reaction.

“Do it.”

Not quite the beg for freedom Nightmare Moon had hoped for, but it’d have to do. She rammed the entirety of her length into the mare’s pussy with zero hesitation, watching as Applejack cried out in shock at the sudden intense feeling within her. In that brief moment her mouth was open, Nightmare dove forwards, burrowing deep into her throat with her writhing tongue. Applejack spluttered as this foreign object bashed against her tonsils, before gagging at the smell. What was that, why did it smell so foul?

That was when she remembered it had been used inside Rainbow Dash’s asshole. Applejack wretched as the smell hit her nostrils.
The tongue continued to explore the warm depths of her throat as she thrust her length up and down into her tight body, over and over. Her vast balls sloshed noisily back and forth as they rested on the ground. Applejacks groans were lost as the muscular tongue thrashed about inside her, dulling any noises she made.

The heavy cock that pistoned inside her hole felt undeniably incredible. Applejack couldn’t stand that this felt as good as it did, but there was nothing she could do. She needed to join her friends again, in the vague hope she could be forgiven for abandoning them. Besides, even if she did want to escape, she couldn’t. Nightmare Moon’s hoof still weighed heavily down on her mane.

Her body had quickly stretched to accommodate the monstrous length that plunged down into her, her pussy now hanging freakishly wide. Again and again the length crashed down into her, penetrating her cervix and beginning to spit hot flecks of pre-cum into her womb. Applejack could feel her whole body beginning to get hotter, and her vision had started to become wavy. It was as if she was drunk, but with none of the pleasantries associated.

But she was certainly starting to enjoy herself, despite the anguish it caused her body. Her mind felt hazy as the Mare in the Moon pounded her body this way and that, showing her things she had never experienced before. She could sense thoughts and memories slipping away as more and more pre-cum was shoveled into her womb. First it was little things, like what she had made Applebloom for breakfast that morning. But as spunk continued to be deposited inside her hungry vagina, more seemed to go. Faces and names became obscured in her mind, more and more difficult to visualize. As her mind clouded she could only think of one thing: her.

And that was when she came.

The orgasm was like a flood, bursting free from Nightmare’s urethra with a pressing urgency. She pulled her tongue free from Applejacks mouth, throwing her head up into the air in euphoria. Her whole body ached as she came yet again, but her balls showed no sign of slowing down their output. Applejack’s body groaned under the pressure, as her belly – like the rest of her friends – began to bow outwards and expand as cum poured in with nowhere else to go. She moaned with the effort as her skin stretched at an agonizingly slow rate. She could do nothing but stare up at her master, her body twitching violently as she unloaded her love. She watched Nightmare’s impressive tongue bounce around as it hung from her mouth; the occasional string of spittle dripping down onto her face. Applejack gleefully held her mouth open, swallowing down the incoming saliva.

The soil at their hooves had turned to liquid, mixing with the spilled seed to form a vulgar slurry. Evidently her body wasn’t going to be able to hold anymore seed. Fortunately though, Nightmare Moon’s bone-shaking orgasm was coming to an end. As it finally ceased, Nightmare Moon took several paces backwards. Her cock slowly pulled free, straining AJ’s pussy as it tried to pass her medial ring and flared head. Nightmare Moon jolted backwards as her raw cock-head finally slipped free, sending her stumbling backwards. Cum poured free of the AJ's now gaping twat. Her pussy was so severely stretched, in fact, that there was surely no chance that any of Nightmare Moon’s seed would stay inside of her.

Applejack had clearly noticed that too as she dove forward and clamped the walls of her pussy together with her hooves. She choked down air, desperate to catch her breath after her intense loving. She flopped down onto her side, her head splashing down into the puddle of spunk that surrounded her.

Nightmare Moon spoke to her new broodmare, she too choking down oxygen.

“Now, my dear, listen well. Your mind has already seen the light, and soon your body will change too. Then you’ll be just like the rest of your friends, and isn’t that what you wanted all along? In the meantime, I want you to be well rested. We have a big mission ahead of us.”

No sooner had she been given the instruction Applejack had drifted off, her snores drowning out the sound of semen pouring from her eternally gaping lips, down to the ground.

Nightmare Moon propped herself up against a rock as she watched her latest catch sleep. She couldn’t help but smile a goofy grin, laughing to herself like a child. Her army was finally starting to take shape, and it wouldn’t be long before Celestia was running scared. Nightmare Moon hadn’t felt power like this for an entire millennium, but here she finally was. And the power felt good.

It felt like hours had passed by the time the other breeders arrived. With the moon frozen in the sky above them, it was difficult to judge the passage of time. The breeders’ progress through the forest had been slow going, as the five ponies could barely move. Twilight’s mutated body allowed her to move with some grace, despite the belly filled with spunk that hung below her. Fluttershy, on the other hoof, had had great difficulty dragging her freakishly large testicles and cocks along the forest floor. They were so heavy she’d been completely unable to fly, barely lifting herself an inch off of the ground when she tried it. Pinkie Pie, Rainbow Dash and the recently corrupted Rarity had also had great difficulty as they fought with their hideously inflated bellies along underneath them. Rarity especially was distended almost beyond recognition. Her body was attempting to carry the seed of both Twilight Sparkle and Fluttershy, with little success. Twilight's cum still dripped from her mouth and Fluttershy's poured from her asshole and twat even now, hours later. When Applejack fled and Nightmare Moon gave chase, she had given the two futanaris free reign with Rarity’s poor body, and they'd clearly taken the instruction very seriously.

The group was finally together for the first time, all at long last thinking alike. They gazed down at Applejack as her body had begun to change. Forming between her legs was a mighty cock, like those that Twilight and Fluttershy now proudly adorned.

Pinkie Pie was quick to speak when she saw it.

“Master, why haven’t we all grown cocks like these three? We've joined you, don’t we deserve these gifts too? I bet they feel super-duper good, especially when they are pumping foals into a worthless bitch for your army! You’re kinda being a buzzkill here Master!”

The others all stopped. They stared at Pinkie Pie, before slowly starting to back away. Even Applejack – who had been distracted tasting her newly formed length – rolled out of the way as Nightmare Moon paced forwards. When she spoke she sound insulted.

“You must understand me, Pinkie dear. You are mine, and you are here with one simple purpose. You are now my property, good only to be a cum-dump. You will spend the gift that is your new life taking the seed of me and a select few. You will do nothing but birth strong warriors, raise them, and be bred by them too. A brood-mother does not need a pleasure tool, and an insolent mare does not deserve one. These three have been given members because I have wished it to be. You should not be questioning the decisions of your master. But yet here we are, with questions. Do you know what happens to defiance? It is crushed.”

A powerful entity grabbed Pinkie’s mane, dragging her along the ground towards Nightmare Moon. As she reached a stop, a small portal appeared by her head. Out from that portal emerged a small brown collar and leash. Twilight winced. It was the same one she had been caught with, and she knew exactly what discomfort Pinkie was about to go through. Nightmare Moon pulled Pinkie’s lips apart, stuffing her flaccid cock into the mare’s throat. She pulled her head upwards until her nose butted against the skin of her crotch. She lifted the leash up, connecting it to one of the links on her shackle.

“Now, Pinkie Pie, I suggest you hold on or get comfortable with my cock buried inside you, because we are going to Ponyville. Perhaps when we arrive I’ll let you off. Come along, everybody.”

The group collectively clambered to its feet and began to follow Nightmare Moon as she walked. Pinkie Pie found herself being dragged along the ground underneath the mare, scrabbling on the dirt, trying to get a foothold. Her hooves would get caught under Nightmare Moon’s demonic testicles, so there was no way she’d be able to rest her weight on the floor. Unable to slow Masters pace, Pinkie Pie grabbed onto her underbelly and tried desperately to cling on. She could only hope the walk would be short.

A few paces behind, Rarity leant over towards Twilight. Their bellies smacked together awkwardly.

“Say, how do you think Master can leave that fabulous member embedded inside her throat without choking the poor mare to death? Isn’t that impossible?”

Twilight looked over at the white unicorn, staring daggers.

“I don’t know, Rarity. Master has not taught me her ways, nor do I imagine she ever will see the need. But what I want to know is why are you questioning her abilities, Ms. Rarity? Our master is more powerful than we could ever comprehend. Besides, she managed to survive for 1000 years on the moon. There’s no oxygen up there, is there?”

Rarity stared forwards, her head cocked slightly.

“Huh. Oh yeah, I guess that’s a good point. Magic sure can do impressive things.”

Spike awoke from his sleep. He looked around the Ponyville Library he and Twilight now called home. It was a terrible mess after the ‘Welcome to Ponyville Party’ that Pinkie Pie mare had thrown.

“Honestly,” he thought aloud, “If the mare is gonna throw a party in our house the least she could do is clean up. Now I guess I’ve got to do it.”

Still groggy he shuffled towards the curtains. He threw them apart, and the sight that greeted him caught him off guard.

Stood in the center of the square was Nightmare Moon. Surrounding her were… Twilight and her friends?! What in Celestia’s name were they doing?

Spike kept looking around. He could see a large number of Ponyville residents sat around, many of whom were nursing their stomachs. They all looked very swollen, as if they were… pregnant?

Spike’s alarm turned to horror. Everywhere he looked he could see ponies strewn across the floor in various states of debauchery. Some were nursing their bellies, some were lapping cum joyously from the floor, even lapping up the cum spilling forth from the bodies of other ponies. The only ponies that weren’t engaged in such activities were those sat around Nightmare Moon. These ponies were listening intently to whatever it was she was saying, but Spike was too far away to make out the words.

He could – however - make out Twilight and her new friends, as well as the farmhand Big Macintosh, whose member seemed to have doubled in size since Spike saw him at the Sweet Apple Acres visit. He also saw Mayor Mare, who – unbeknownst to Spike - had been dragged from her office by Nightmare Moon’s gang when they had arrived.

The mayor was chained to a pole in the center of the square, locked in place by a large metal shackle around her neck. From the look of her body and nether region, she had obviously been left as a ‘gift’ to the newly corrupted Ponyville residents. A sign hastily hammered into the floor beside her read:

Remember to feed me.

Spike dropped down as he saw Twilight look up towards the library. Had she seen him? He cowered there for a few moments before peeking over the windowsill again. Twilight had vanished. He ducked back down, pinning his back against the wall.

He clamped a claw over his mouth to stop himself screaming. Twilight had just burst into the library, breaking the locked door off its hinges with a powerful bolt of energy. Having broken in with ease she made a beeline for where Spike sat, and loomed over him. Spike was hypnotized by the cock that twitched excitedly between her legs.

Was he going to get raped?

He stared up at the friend and surrogate mother he had known and cared for. His voice was shaky, uncertain of what to say.

“I-Is that you, Twilight? I just want to go home to Canterlot…”

Twilight voice was sultry, seductive. A far cry from the awkward, good-natured nerd that had arrived in Ponyville just a few days before.

“Oh, don’t worry Spike. There is no purpose for a baby dragon in Master’s army. So, you get the opportunity to escape, unharmed.”

“Master's army? What are you talking about? Twilight, I –“

A single spell-cast later, Spike was asleep on the floor. Twilight had put him to sleep, and it would be a while before he woke up again. She lifted him up with ease, resting his body down in a wardrobe. She tilted the wardrobe forwards so it crashed down doors first onto the floor. Spike wouldn’t be able to get out if he tried. She didn’t need to worry about restraining him.

Twilight backed away and headed for the door. She walked across the square towards her master, who was joyfully watching Mayor Mare getting brutalized by one of the local store vendors.

“Has the dragon been dealt with?”

“Of course, Master. He won’t be waking up for hours, perhaps even days. And if he does come round and try to send a message to Princess Celestia, well now. It’ll be your Castle it arrives in."

Nightmare Moon looked upwards, settling her eyes on the majestic city of Canterlot, a speck on the mountainside above. That city held the key to her power.

In Canterlot rested the throne.
In Canterlot rested the Princess.
Both would be hers.

"Soon, Celestia," she whispered to herself, "you shall awake to the sound of the horde at your gates, baying for blood, driven by lust. And the crowd will have your head."