Unleash the Magic - Nightmare Night

As the night wore on, Twilight was feeling worse and worse.

It wasn’t so much sickness as a sense of being a corked bottle that was being shaken hard, making her steadily more short and irritable, her temper growing as hot as her loins increasingly felt as the fruitless search for Fluttershy wore on. Her horniness and an accompanying headache was intensifying despite all magical intervention. Even a cold shower from a raincloud didn’t help, leaving it all she could do to not dig her hoof hard into her fiery loins, glad nopony could see her state in the air during the starry darkness of Nightmare Night.

“Twilight?”

It was like an infuriating itch that came back no matter how much she scratched it and only intensified the more she ignored it. Memories of what Fluttershy had done to her would simply not leave her, and it was getting bad enough that she’d nearly flown into a tree twice while searching for her pegasus friend…

“Twilight? Equestria to Egghead!”

And worse, it wasn’t just Fluttershy that was the target of her lurid imagination, finding her eyes drawn to Rainbow Dash repeatedly, her thoughts just growing more and more illicit as various ideas suggested themselves, including one inspired by a... movie the Pinkie Pie of Canterlot High had shown her.

I asked her to show me to some movies on human lovemaking to help me be a better lover for Flash. But why in all creation did she have to show me Coital Convent?she shuddered, finding her thoughts suddenly determined to figure out how to magically make one such scene happen out of it, and even vividly fantasizing about it. Worse, when she reminded herself of the scene’s non-consensual nature, the idea only got more tempting, suddening imagining herself doing it to her own friends against their will and breaking them down with it, turning them into a helpless slaves of her pleasure…

“Twilight? You’re really starting to worry me here...”

It was her own fault, though. Her counterpart Twilight, or ‘Sci-Twi’ as her human friends affectionately called her, had warned her not to watch it, saying she’d been traumatized for it when she had. But in her zeal to set herself apart from her human doppelganger, whom she’d never been comfortable around and avoided as much as she could, she’d ignored the advice and sat down with Rarity and Pinkie Pie to see it.

She’d only made it halfway through, but what she saw was bad enough. She regretted the viewing for days afterwards, unable to shake the images she saw, only understanding then how utterly perverse human imaginations could be... though she granted it did suggest one or two things she could do for Flash. But now...?

”Twilight!”Rainbow Dash finally succeeded in getting her attention by getting in her face and shaking her. “By the moon above, what is wrong with you, filly? You’ve been searching the same place over and over for the past five minutes!”

“I... huh?” she looked around and realized then she’d been flying a constant figure-eight search pattern around the same two trees. “S-sorry...”

“Yeah, well... look. I get you’re worried and probably distracted after what happened, but... this isn’t the time. I admit I ain’t the best at reading ponies, but... you really don’t seem yourself right now. So maybe you should pack it in until morning?” she suggested tentatively.

“How can I...?” Twilight asked, rubbing her head with a hoof, the pounding pressure she felt in her temples only growing, the illicit urges ever more insistent, not helped by Rainbow being right before her, allowing her eyes to travel freely over her friend’s Wonderbolt-quality physique. “Fluttershy’s missing and under the influence of some spell doing Celestia-knows-what to her!” she reminded her friend, but was surprised to feel some outright resentment towards Fluttershy for leaving her in the state she was in. And if I don’t take care of this soon... the thoughts of her own need were steadily becoming more all-consuming, leaving her increasingly afraid of what she might do.

“I know, and I wanna find her too, but... the entire town’s already looking for her, and you can bet they’ll take care of her even if we don’t,” she put a hoof on Twilight’s neck, hugging her in an embrace that seemed to linger a second too long. “Look, we’re all a bit tired and irritable right now, but we’re not gonna do her any good if we can’t focus. After what happened, your head’s just not in the game, Twilight, and even if we find Fluttershy, whatever magic you may want to cast on her might be off for it. So I’m sorry, filly, but I’m gonna say you should sleep.” She began gently directing her towards the castle.

“But...” Twilight was having more and more trouble concentrating, suddenly aware of little else but Rainbow’s proximity and her hoof around her shoulders, not far from her flight muscles... which she’d only learned earlier that night just how much of an erogenous zone they truly were. “Well, then, shouldn’t you sleep too? There’s plenty of room at the castle...?” she suggested half-hopefully, now leaning on her friend heavily, her remaining will hanging by a quickly-fraying thread. But to her great and growing frustration, Rainbow only gave her an odd look and shook her head sharply.

“No way! One of us needs to keep looking. I’ll catch up on my sleep tomorrow,” she promised, but the thought of being left in the lurch for a second time that night was simply too much for Twilight. Her internal restraints crumbling, she magically yanked her surprised friend towards her to kiss her deeply, and then teleported them both away.

“Well, that was a bust...” Trixie said in some disgust as they departed the castle, this time on hoof, having found no evidence of Fluttershy there and leaving Starlight more worried than ever. “And Trixie was so sure she had it right, too.”

“It was a good theory,” Starlight granted, her mind racing and a feeling of unease growing within her. It was a feeling she’d learned long earlier not to discount, no matter how irrational it may have seemed at the time, and her worries, she judged, were far from irrational then. “Just not the right one.”

“Then where do we try next?” Trixie wondered aloud, wondering if it would be dawn before she finally got Starlight back to her wagon, and they’d be too exhausted to do anything then. “Stupid mare’s probably just sleeping it off in some tree somewhere...” she thought out loud.

“Maybe...” Starlight was unconvinced. “But I’ll still feel a lot better once we find her. Maybe we should check in with the others and see how they’re doing?” she suggested, sensing a distant teleport from Twilight but not her rematerialization. Odd… if she’s still in Ponyville, that should be close enough to sense her… is she now searching further out? she wondered, but her attention was quickly grabbed by the spine-tingling howl coming from the direction of Town Hall. “What the…?”

“T-Timberwolves? Here?” A trembling Trixie suddenly pressed close to Starlight for protection as there were answering howls from the Everfree. “Trixie hates them…” she said as if she was reliving an experience from her past.

“Huh? But they never come into town!” Starlight insisted, her brow furrowed, thinking things were making less and less sense. “AJ said she’s seen them skulking on the periphery of the Everfree a few times and even had to chase a couple off her farm, but they hardly ever leave its borders! Think we’d better go investigate,” she said, checking her magical reserves and finding them more than sufficient to deal with a pack of the forest predators. I faced far worse than them a few times while running the Village way out on the frontier… she remembered. And besides, even if magic fails me, I’ve got a working longbow and quiver full of arrows on my back as well...

“Um, you go!” Trixie said anxiously. “Trixie has to… search the castle again. Yes, that’s right! Trixie would be remiss if she didn’t double-check the aviary and all the castle towers!”

Starlight rolled her eyes, then smirked. “Fine, but just remember that being magical creatures made of bark and branches, Timberwolves can travel through wood and root systems of trees to materialize right out of their trunks or even the ground itself… and isn’t there the remains of that ginormous treehouse the Ponyville library used to be housed in right smack in the middle of the map room?” she pointed out.

Trixie froze in her tracks, her eyes darting nervously. “Um… you know what? Trixie has changed her mind! She could never abandon her friend to embark on such a dangerous task alone!”

“Riiight…” Starlight couldn’t help but smile. Of course, if she’d think about it for a second, she’d realize that there would have to be a wood ‘path’ for them to reach it, and there isn’t one through a stone-and-crystal castle. Still, why is that all these things that I should find annoying about Trixie only endear her more to me? “Let’s go, then. Something strange is going on here, and I’m starting to think Fluttershy might just be the tip of it…”

Spike was getting tired, and more than a little cranky.

For the most part, it was understandable. With only thirty minutes to midnight, he was now up well past his bedtime; normally he’d now be snuggled up in his small bed in a room adjacent to Twilight’s, who’d either be asleep along with him or downstairs in her lab or the library, burning the midnight oil while engaging in experimentation or a late-night study session with Owlicious.

But other factors were at play as well. Nightmare Night was normally an occasion where both he and Twilight were more than happy to stay out late, and certainly things had started out the way—never mind all the games and candy; getting to see Fluttershy enjoy a holiday she never could before and help scare Trixie out of her horseshoes was worth the price of admission alone for him, never mind getting to see what Fluttershy did to Twilight just after! But engaging in a thus-far futile search for Fluttershy, who he increasingly suspected was just lying on a cloud somewhere far overhead sleeping off the cider, was trying his patience… and his growing libido.

He sighed and rubbed his eyes at that, wishing his stubbornly persistent erections would go away, his double draconic malehood constantly peeking out of its pouch and making him tighten the belt on his old Bittish overcoat as a precaution. Even if Flutters really is going around screwing everypony in sight—and she isn’t, or the entire town would be in an uproar right now—it ain’t like I’m gonna get any… he shook his head sadly, having allowed his hopes to get up just a bit from back at Rarity’s when she ever-so-casually suggested the idea of Fluttershy giving him ‘head’.

It was a term he’d heard from his time on Earth, and he grimaced as the idea alone made his immature organs twitch again, threatening to poke out the front between the fasteners of his buttoned-up overcoat as he asked two more passing ponies if they’d seen Fluttershy, only to get yet another negative response. Yeah, I know what YOU guys want… but it ain’t gonna happen, sorry… he directed his thoughts downward at his own anatomy after they’d departed, now actively considering finding a dark alleyway to relieve his tension, only to just as quickly discard the idea for fear he’d either be discovered or fall asleep in a compromising position to be found by ponies in the morning.

Besides, Twilight would freak even more than she already has if I go missing too. Sorry, stallionhoods, but you’ll have to sit this one out! he told his twin ‘cocks’, as he’d heard humans call them during visits across the portal with Twilight, though she increasingly left him in the care of the human Fluttershy for long stretches while she was out on a date with Flash.

Really don’t get what she sees in him… but that’s okay. Just glad she finally found somepony—er, someone—and truth be told, being left with the girls over there isn’t so bad… he grinned wanly as he flagged down yet another stallion/mare couple, only to have to answer yet again the question of ‘did Fluttershy really do Sparkle?’ He replied with a reluctant yes, declining to provide details and quickly moving on, trying to purge the renewed memories of it from his head by focusing instead on the odd attributes of his human friends. You know, I thought having oversized mammaries way up on the torso like that were weird, but I’ll be darned if they ain’t REAL nice to snuggle up to… the memories of Fluttershy—or on a real lucky day, Rarity!—cuddling him in his canine form to their chests brought a fresh hint of color to his cheeks; a couple times he’d even gotten daring enough to nuzzle them and they hadn’t minded at all!

Eat your heart out, human guys… he told them with his thoughts, having also learned just how attractive the male students of Canterlot High found the soft and wonderfully warm protuberances… and how off-limits they typically were to them. Indeed, he’d seen one of the school jocks accept a dare from his friends to grope one of the human Applejack’s ‘boobs’ only to get promptly thrown against a wall and put in a painful wrist lock for it with a warning to ‘keep yer grubby hands outta my pantry!’ before she stuffed him in the locker and closed the door behind him.

Still, he preferred his dragon body to his canine one, missing being able to eat gems and breathe fire while he was in it, and was likewise more partial to the mare version of Twilight’s friends than their human counterparts. They were simply what he was used to, and preferred. Having lived among ponies his entire life, he had certainly imprinted on them, coming to see Twilight as his mother and, especially over time as he got older and more interested in the opposite sex, various ponies as potential partners, appreciating their always-exposed anatomy. In truth, it was rather hard for him not to, given their femininity was at eye-level to him, Twilight’s friends constantly giving him unintentional eyefuls—Rarity worse of all given she constantly held her curled tail in a flagged position, flaunting her beauty and desirability to all she met.

But she’s not interested in me and is way out of my league. I get that now… he sighed even as his horniness only continued to grow and he found himself now casting his eyes under the tails of every mare he saw that weren’t covered by costumes, many of whom were drunk, actively fantasizing about each in turn.

His interest was understandable. Though physically still not far removed from an infant by the standards of his race—he’d grown only two inches in the years since they’d arrived in Ponyville (both in height AND in endowment! he hastened to add to himself!) and unless he was given a great deal of greed, he wouldn’t grow wings or physically enter adolescence until his late thirties from what Ember had told him—he was now sixteen years old, and certainly capable of sex. Everypony except Twilight seemed to get that now; even Rainbow Dash had spotted him ogling some mares when she passed overhead one day and then lent him some old copies of Playcolt magazine she’d kept on the condition that he not tell Twilight about them. If he had a hoard, they would be a treasured part of it, but they remained hidden under his more conventional comics in the trunk by his bed. He could be assured they’d never be found there given comics were the one kind of literature Twilight had absolutely no interest in.

Still, it wasn’t that he had no experience by that point; quite the contrary, in fact. He’d long since given up on Rarity—he knew full well she was in a rather unlikely relationship with Applejack at that point; he’d stumbled upon them once and ended up depressed for a week after. The finality of it had been almost too much for him to bear, but it had been oddly liberating in a sense, too, finally freeing him up to seek others his own age. And he had done so, hooking up to his great surprise with...

“Hey Spike!” Pinkie Pie popped up from behind a bush in what to him was her rather creepy clown outfit and scared him half out of his scales, making him stumble backwards and fall right on his rump. “Any luck?”

“You mean any luck not having a heart attack?” he asked irritably from his back. “Sorry, but no!”

Either out of amusement or simply playing dumb, Pinkie Pie giggled. “I meant whether you’d seen or heard anything about Fluttershy, silly! But maybe I should have meant whether you’d been getting lucky with the ladies!” she pointed down at his now-prominent crotch, sporting a distinctive two-headed erection that he had learned was typical for his kind, clearly visible beneath the belt of the overcoat, which had loosened when he fallen and made him clamp his paws hurriedly over himself. “Not one but two stallionhoods? How fun! Apple Bloom, Sweetie Belle and Scootaloo are lucky mares!” she announced appreciatively, pronking once into the air only for Spike to gasp and slap his paws over her mouth.

“Geez, why don’t you tell everypony that, Pinkie! We’re trying to keep it a secret!” She only knew because she’d popped up in the CMC clubhouse bearing an array of sweets for what they’d told her was a strictly members-only CMC meeting, only to find them all three having fun with him as they’d been doing for the last several months. When she found them, he’d been on his back with Apple Bloom riding him belly-to-belly, trying out a mating position they’d seen from a Pony Sutra book he’d borrowed from the library that compensated for their differences in height. He’d also been pleasuring both Scootaloo and Sweetie Belle with his paws while they kissed overhead; perhaps it was only fitting that given how they did just about everything together, they’d all come into heat for the first time together at age thirteen!

Regardless of the circumstances, everypony froze as her eyes went wide and they all knew they were busted, fearful she was going to spread the news far and wide when she just as suddenly disappeared… only to return minutes later with a plate of regular and gem-studded cupcakes along with her party cannon, which she then set off inside the clubhouse and announced she was throwing them all a “HOOK-UP PARTY!!!” even giving them the gifts of various erotic toys he had no idea she even had.

Her expression dropped, but only briefly. “Oops, sorry…” she went through a complicated series of motions that began with zipping her lips followed by several others he couldn’t comprehend. “So why the excitement now?”

“Because…” he nearly bit his tongue to stop himself from admitting that seeing Fluttershy pleasure Twilight had really turned him on. But she’s my MOTHER! he mentally shouted down at his stubbornly rigid shafts, which only throbbed harder and for the first time, he found his eyes roving over Pinkie as well. What the… NO!!! “Never mind! No, I haven’t seen Fluttershy and neither has anypony else! In fact, they—” his thoughts were cut off by the distinctive howl of a Timberwolf, frighteningly close, one that even caused other nearby ponies to look around nervously.

“OOoooo…” Pinkie Pie drew him close in protection. “Timberwolves in town? And on Nightmare Night, no less? Now that’s scary!” she said with more curiosity than fear.

“Y-yeah…” Spike admitted, his arousal momentarily forgotten and eyes darting nervously; if he had any hair it would have been standing straight up. I REALLY don’t like those things… “M-maybe we’d better get inside…”

“Go to Sugar Cube Corner, Spike,” Pinkie Pie instructed, suddenly all business. “It’s just up the street and and open late tonight, so stay there until I come get you. I’m gonna go check this out!”

Spike was only too happy to obey as he re-cinched the belt of his overcoat. “Okay, but… be careful, Pinkie?”

“Now don’t you worry about me, ‘Spiky-Wikey’!” Pinkie told him giving him a quick but tight hug, one that made his now-hidden hardness twitch again. “Whatever’s going on around here, I’ll get to the bottom of it! In the meantime, you keep the store safe and defend the Cakes if needs be!”

“You can count on me!” he saluted her, blowing a quick puff of green fire for emphasis; a weapon he already knew was an effective close-range deterrent to the magical forest creatures but wouldn’t be much good against an entire pack.

So long as there’s just one… he thought, his eyes lingering on Pinkie’s hindquarters as she departed, a second howl then making him hasten his retreat to the sweets shop.

Trixie and Starlight arrived back at the festival grounds in a flash of light, startling a few ponies who were already there, huddled together instinctively for protection and chattering nervously amongst themselves. Mayor Mare was amongst them, still partially dressed as a swamp creature, and they quickly asked her what was going on.

“I was in my quarters removing my costume when there was that horrid howl… from directly overhead! Worse! It seemed to have come from the direction of the bell tower at the top of Town Hall!” she explained as she pointed with a shaking hoof, to nervous nods from other ponies.

“Ah was outside when it happened, and there were a series of strange shadows and noises from up there just ‘fore it!” another pony—Shoeshine, or ‘Linky’ as her friends called her? It was hard to tell underneath all that Maregolian armor—informed her.

Starlight exchanged a glance with Trixie, who looked as afraid as the rest. “Stay here,” she informed them all, then ignited her horn and began levitating herself toward the belfry, even notching an arrow on her bow and charging the arrowhead with an explosive spell much like the unicorn soldiers of old did. She floated up to the tower level, looked inside from several angles from a safe distance, then went inside as Trixie watched in fear from below, the tower suddenly glowing brighter as Starlight cast an illumination spell from inside it.

A minute later, she stuck her head back out, to the showmare’s great relief—she still had a hard time admitting it, even to herself sometimes, but she truly did care for and worry about her first real friend. “Trixie!” she called down. “Come up here!”

“What? Me?” Trixie was horrified at the thought.

“It’s clear! Now come up here right now!” she ordered quite sharply, and Trixie had been around her long enough to know that when Starlight took such a tone, you instantly obeyed. Mustering her courage and remaining magic, she teleported inside the tower, stumbling slightly over something on the floor. She looked down in the light that Starlight’s horn provided, where she saw… several ripped-up pieces of fabric that had tree bark and branches sewn into it, all laying beside a discarded lasso and stetson. “Huh? But isn’t that...?”

“Yes,” Starlight confirmed grimly. “That’s AJ’s hat and costume. Or what’s left of it.”

“But… what was she doing up here?” Trixie asked, not reassured at all. “For that matter, how did she even get up here?”

“I don’t know,” Starlight admitted. “The door’s locked from below and unless she had a long grappling hook, the roof is too steep for an earth pony to climb, especially at night. So that leaves two possibilities. Either a unicorn levitated her up here… or a pegasi flew her up.”

“But... why would either do so? And… what about the Timberwolf howl?” Trixie had enough sense to recognize the myriad mysteries that were cropping up, each spookier than the last. “None of this makes sense, Starlight!” She shivered involuntarily as a sudden breeze blew through the tower, feeling chillier than it should have on her already-tingling fur.

“No, it doesn’t,” she readily agreed, running through the facts as she knew them in her head. Twilight was dressed as Fetlock Holmes. He might be fictional, but wasn’t it he who said that if you eliminate the impossible, then the improbable is all that is left…? “Okay, let’s start with what we know. We’re certain AJ was here, but we don’t know how she got here. I don’t sense any lingering unicorn magic outside our own, so that’s out. There’s also no remains of pegasi feathers or anything of that nature... though that doesn’t prove one wasn’t here,” she reminded herself, recalling an admonition from Twilight’s logic lessons to never assume what couldn’t be proven.

“But none of that explains why they were here, or how they left afterwards!” Trixie recalled, her hoof stepping in something wet that had already soaked into the wood of the floor; she could have sworn that there was slight scent of apple in the air. “Though maybe if it was a pegasus, then perhaps they also flew AJ off afterwards?”

“If they had, somepony would have seen them because all eyes had turned towards the tower after the howl,” Starlight answered evenly, considering the question herself. “Well, let’s see… If a Timberwolf was here, it could pass through the wood of the building to exit out the ground floor, then use the root system of the plaza trees to escape the area unseen.”

Trixie shivered again at that. She’d once been cornered by a pack of the beasts while traveling the Everfree with her wagon. She’d seen them literally materialize out of the ground and trees around her in an act as uncanny as it was terrifying to behold; she’d only been able to escape with frantic use of smoke bombs, her trademark pyrotechnics and levitation spells, smashing the creatures with rocks and against each other while she abandoned her wagon in the woods and fled on hoof at top speed. “But that still doesn’t explain how Applejack got down! Or why she was up here in the first place!” She pointed out.

“You’re right, it doesn’t. Unless…” a sudden chill went down Starlight’s spine as several pieces fell into place at once, forming a terrifying new theory in her mind. But that’s impossible… it couldn’t be… she tried to insist to herself, but somewhere deep in the growing pit of her stomach, a swelling sense of dread told her it was true.

She closed her eyes and opened them again. “Trixie…” she began, trying to keep the tremor from her voice. “I think we might be in more trouble than we know…”

Big Macintosh had made it halfway home before he heard the Timberwolf howl.

Still in his cape and makeup, the sound made him stop and look back, his ears swiveling, recognizing it as coming from the direction of the town but not close enough to be a danger. Well, if there is one back there, reckon Sis’ll deal with it lickety-split… he shrugged, not too worried. Given his size and strength, he could easily defeat a pack of the creatures himself if needs be; his flailing hooves were deadly to them at close range and his skill with apple bucking meant he could turn just about anything from a rock to an apple core into a lethal projectile that would shatter them easily. Timberwolves were notoriously hard to kill, of course, but they still felt pain and reassembling themselves took plenty of magic, of which they only had a finite supply.

Well, just one more weird thing happening tonight, then. Not that it’s been uninteresting, though. After seein’ Fluttershy go all amorous on Twi back there, reckon I’ll have some good fantasy material for a while ‘til I can go see Sugar Belle again! Really a shame she couldn’t come… he smiled briefly, only for his expression to quickly drop as he remembered Fluttershy was still missing, picking up his pace so he could join the search sooner. So Starlight cast some anti-fear spell on her that got mixed up with zap apple magic and did moon-knows-what to her? Horseapples, doesn’t that mare EVER learn to leave well enough alone? He’d never much cared for Twilight’s pupil, and truth be told, still didn’t trust her, between her efforts to magically make him more chatty and having learned from Sugar Belle exactly what she’d done to her town in the past.

Can somepony like that ever truly change? he wondered, though he granted she truly seemed to be trying and most of her mistakes were simply ones of not knowing proper personal or ethical boundaries; ones he knew from Applejack that Twilight had been taking great pains to teach her. The thing was, even after removing the conversational spell off him as quickly as she’d cast it, he’d still found himself more willing to talk, reminded of how talkative he’d once been and deciding maybe he’d swung a little too much in the other direction over the years.

Besides, Sugar Belle says she really likes my voice. So who am I to disappoint her? And just like Uncle Adanac said, we Apples ALWAYS leave our fillies satisfied! he thought, the end of his stallionhood suddenly peering out of its sheath. Though truth be told, that ain’t the only thing she likes…

A sudden rustle of leaves ahead of him snapped him out of his suddenly heady thoughts. “Who’s there?” he called out, his eyes peering into the gloomy shadows cast by the light of the moon, which Luna had made extra bright for Nightmare Night. But no answer came back. “Show yerself!” he ordered, lowering his head and pawing a hoof at the ground in warning.

A low Timberwolf growl and not one but two pairs of glowing eyes, one green and one red, made themselves known that made his fears rise in spite of his size and familiarity with the forest creatures. Red? Never seen RED on them before! His heart beginning to pound, he quickly unhooked himself from the cart to defend himself, readying to flip a rock at his hoof into the air to buck when out from the darkness of a nearby tree appeared…

“Applejack!” he said in relief, relaxing instantly. “Eeyup! Nice one, sis! And looks like ya found Fluttershy too!” he recognized with a broad grin as she came out out of the shadows right after him, seemingly holding on to her until she was fully free of the branches. “Okay, ya got me good! So where was she? Or was that a joke too?” he smirked, not putting it past her given the townwide prank she’d once pulled on Rainbow Dash.

But the pair didn’t answer, Applejack giving a low, lustful rumble he’d never heard from her before—a sound he didn’t even know she was capable of making!—as she slowly stalked near him, Fluttershy flaring her broad bat-wings and licking her lips almost hungrily.

His unease returned as quickly as it had gone. “Uh, sis… you can stop now?” he told her as the pair spread out to approach from two different angles, both unnervingly intent on him. And if they’re using Zecora’s potions, shouldn’t their eye glow have gone away? He belatedly realized they hadn’t dimmed at all, leaving him unable to see Applejack’s pupils at all and Fluttershy’s slitted ones only dimly.

Slitted…? He looked at her again, then turned up the firefly lamp on his cart to see them fully, where he beheld… Fluttershy’s unkempt coat, tufted ears and undeniably bat-winged form paired with Applejack’s bark-covered legs that faded into actual fur on her torso but also ended in four clearly canine paws, her tongue hanging out like a panting dog and sharp lupine teeth bared in a toothy grin. Her glowing eyes were also surrounded by a mask of bark that hadn’t been there with her original costume, and it was then realized the truth.

“Holy hayseeds…” was all he could say as he stumbled back in sudden shock, hitting and knocking the cart over when he realized... “Those ain’t no costumes!” he said an instant before Applejack pounced, knocking him on his back before he could pull himself up, leaving him laying on a bed of apples that had spilled out of the cart.

“Sis… stop…” he begged her as she pinned him using nearby roots and the wood of the cart to bind him, even causing the apples to sprout so she had more to work with—she had gained a Timberwolf’s abilities as well as appearance!—then, when she was satisfied he couldn’t move, she gave another low rumble and inhaled his scent deeply, Fluttershy right behind her as the pair sniffed at and began licking him from opposite ends, Applejack working from his head and Fluttershy, his hindquarters, seemingly nibbling at his large apple cutie mark, but soon heading for the insides of his powerful thighs.

“Come on, sis, snap out of it!” he pleaded again, the bondage causing an undeniable thrill through him (a kink he’d already indulged in with Sugar Bell a couple times!), but their only answer was to intensify their efforts, Fluttershy now sniffing directly at his half-swollen sheath. His heart going a mile a minute, Big Macintosh couldn’t break free and stop them—at least, not without hurting them. But it wasn’t like they were hurting him yet, right?

Just the opposite…? “Wh-what in the hay are you two…?” his breath caught and he got his answer instantly when Fluttershy impossibly and almost lovingly began to nuzzle his sheath and large apples with her nose, her hot breath on them causing him to go weak in his already-bound knees as a sudden surge of excitement gripped him, his stallionhood beginning to poke its way progressively further out of its sheath. WHOA NELLIE! Are they really gonna…? He both dreaded and barely dared to hope even as his large shaft instantly surged to full attention, it’s as-yet unflared head pointed directly at Applejack’s hindquarters, which were straddling his belly as she began licking inside his mouth, her sharp teeth and insistent efforts forcing his lips apart for entry.

Upon gaining it, she locked lips with him fully and her head blocked all view of what was happening below, his muzzle full of her darting canine tongue and face illuminated by her green-glowing eyes. But he didn’t need to see below to feel what Fluttershy was doing to him, now laying licks up and down his veined organ as it throbbed and twitched beneath her efforts, the act of oral pleasuring and the sensation of the sides of her sharp fangs rubbing against his increasingly sensitive flesh but not cutting into it only adding to his arousal, every element of the scene now seemingly conspiring to drive him quickly to climax, even with the help of his own sister!

or is it because of? he couldn’t help but wonder, having never considered the idea before but now finding it incredibly heady. By Luna and Celestia, please don’t let ‘em kill me until AFTER I come! some part of him pleaded to the sun and moon, now unable to stop the transformed pair even if he were inclined to, especially when Fluttershy relented long enough to give a churring sound, and Applejack seemed to take that as a signal, suddenly sitting up on him and easing backwards, grinding the hot wetness of her marehood into his fifteen-inch shaft while she closed her eyes and arched her back slightly, seemingly drinking in the sensations for herself.

Unable to move, he groaned helplessly, his stallionhood now throbbing visibly as her transformed sister carried out the incestuous act. It all but drive him mad with desire, needing inside her in the worst possible way. And she finally obliged him by raising up her hips and wriggling them to position them properly, then with little additional fanfare taking herself into him, quickly sinking him within her all the way to his medial ridge.

“Ah!” He cried out and his hips began to buck automatically as he felt how hot and tight her insides were; she loosened the restraints just enough for him to give proper thrusts into her, and he quickly obliged her, their mutual efforts helped along by Fluttershy, who continued to nuzzle his apples and very rigid shaft, slickened as it was with his own sister’s juices. He opened his eyes long enough to see Applejack, or the hybrid creature she had become riding him in ecstasy, her long tongue hanging out the side of her opened mouth, her head thrown back even as her paws braced themselves against his chest. The sight alone was almost unbearably erotic to him, never mind the act—being pleasured by his own sister in the guise of a Timberwolf along with her friend-turned batpony, the pair engaging in not one but two acts ponies almost never did, the former riding him belly-to-belly while the latter gave him oral attention as well...?

Reckon I’ll be checking all that… off… mah BUCKET LIST! was all he could think as felt his entire body tense and his hips give one final slam upwards to deliver his seed deep within his own sister’s body, watching as she threw back her head, arched her back and howled loudly, riding him through her own orgasm. Big Macintosh gave a blissful groan as his eyes rolled back in his head at the powerful release of pure pleasure, lost in his rapture and only dimly aware of an odd energy infusing him as it did so.

But he was completely beyond caring about it or the large canine stallionhood and equally impressive pair of apples his sister suddenly sprouted out of her lower belly, feeling the remains of his awareness being overtaken by something primal and powerful… and utterly irresistible. The dark energies quickly spread throughout his body and began remaking it, driving his excitement even higher even as he had already come, obliterating what few scraps remained of his own restraint.

The process complete and his eyes now glowing green, he broke free of the woodland bonds that held him with a surprisingly canine snarl and hauled himself back to his altered hooves to find Fluttershy now presented more traditionally before him, her batwings flared in arousal and her look back at him leaving no doubt as to her invitation. Her own immediate needs met, Applejack lay on her side and had bent herself double to lap up all his juices—and hers!—from her femininity before lounging out to enjoy the scene. She was soon pleasuring herself with her paw as she watched him mount and take her friend, who gave a series of euphoric hisses and batpony squeaks as he claimed her, imparting the same additional attributes to her he already had to his sister.

Minutes later, not one but two passionate howls echoed down the road to Sweet Apple Acres, chilling the hearts of all who heard them.