Of all the cities taking part in Nightmare Night festivities, Canterlot made sure to do its best to stand out as exceptional in its celebration of Princess Luna’s annual holiday. The nobles would host elaborate costume parties in their manors, boasting their wealth as well as cutting loose on their usual frigid natures in celebration of the holiday. At the royal castle, many of the guards were put through various pranks by impish foals and mischievous coworkers alike, all looking to live up to the spirit of Nightmare Night. It was said even Celestia would get into the spirit sometimes, though she often made her excursion be for Ponyville where her sister favored celebrating as well.

With both Royal members being out of the capital on this holiday, much of the guard went with them to ensure their safety as they partook in the festivities. It would leave the capital a little lax on extra security forces, but with no threats impending and any sort of enemy forces accounted for far away, the protective forces of the capital felt it was alright to ease things a little, if only just for one night. Even the border guard, who watch each gate for travelers coming and going from the great city, were permitted to be more relaxed if still vigilant. However, in their ease of mind, the guards at the western gate missed a few passersby who slipped by without inspection. One such traveler, covered by a brown cloak that kept their features hidden, made use of their slacking to simply walk by the gateway, making for the nearest alley to vanish into.

“Simpletons. This is far too easy.” The feminine voice sighed as she walked, keeping a vigil on both sides of her for anypony looking to follow her. Yet none gave chase or took the same path she was on, as all were occupied more with the main streets that were lined with Nightmare Night decorations to and fro, spider-webs and caricatures of ghosts hanging from doorways and windows that swayed in the chill evening wind.

Coming to a stop, the cloaked female paused as she looked out upon the city before her. Not even one suspected her presence, or even was aware of just who was walking among them on this very evening. Desiring a better view, the disguised woman used her magic to part the cloth of the cloak along her back, unveiling a set of pristine bug-like wings that buzzed to life as she lifted up off the ground and onto the top of the nearest building. Being a couple stories high, it allowed a good view of the surrounding area, revealing more of the city that was in full swing celebration of Nightmare Night.

“And they thought I would need a protective guard. Ha!” The figure scoffed before tossing aside her robe, throwing it off of her figure and revealing herself. With her dark cerulean hair swaying in the wind behind her, and harlequin green eyes peering out upon the many unsuspecting civilians, she could only smile at their unknowing of her presence among them. Her wings gave a buzz behind her before she laughed to herself again.

“This is almost too easy. The perfect night to scout out this city, on a night when nopony would question seeing a Changeling walking out among them. Let alone a Queen.” Chrysalis declared to herself as she folded her arms over her chest, basking in the cool wind that blew over the building and herself. “Even if any were to witness me, they’d be more likely to think of me as another simple civilian in costume.”

Chrysalis conjured a hand mirror using her magic to inspect herself in its reflection, checking her own self over before she continued further in her mission. Her green eyes stared back at her, soaking in her darkened skin color that was a mixture of dark grey and black. The cool winds reminded her that her dress she typically wore did little to offer warmth against it, though it served well to show off her figure. In fact, the very exposure of the tops of her breasts, as well as how it clung tight to her slim waist and wide hips, only fit with what she recalled was a common adult tradition for Nightmare Night when ponies would find “sluttish” costumes to try and entice somepony for a bedroom romp.

The irony to Chrysalis was all these ponies putting in so much effort to try and show themselves off, just for a holiday, when all she needed to do was walk in only her common dressings and she’d fit the bill with little effort. It was partially also why she was here: not only was her mission to try and scout as much of the city as she could, but also to feed and return to the hive with meals for her growing younglings. Their supplies had been a little slack of late, and as Queen, she would provide for her subjects as was her duty.

But that didn’t mean she couldn’t have fun in the process.

“Of course, I need a place to start. The nobles quarters are likely to have some means of protection, the little cowards. Plucking somepony off the streets could be fun, but it would be hit and miss on who would feed me well and who’d simply be an appetizer.” Chrysalis murmured to herself as she paced along the rooftop, thinking through her options. “And with so many children rampant, many would be hard to convince to leave them behind, even for as quality a woman as myself.”

She would need some sort of easy mark to start with. But where to begin in this massive city? A flight around might be needed just to make sure she could-

“You gotta be kidding me! They want me to what?!”

The shrill voice snapped Chrysalis from her thoughts, and she frowned at the interruption. Peering over the ledge, she saw a mare with a phone to her ear, glaring at the wall opposite her. From her vantage, Chrysalis could make out the mare was a lightweight of a pony: thin, with a little too much makeup on her face to accentuate her features more and keep attention away from how small the rest of her was physically. The blonde hair she had in pigtails was a nice touch, along with the skimpy outfit she had on. Listening in, Chrysalis watched as the mare continued to bark at whomever was on the other end.

“Look, I don’t mind doing a group party, but that whole pop out of a cake business ain’t my style! You know how hard it is to get cake out of a mane like mine?” she argued. “Who is it for anyway?”

Ah, she was an escort mare. Chrysalis deduced this as her magic was able to subtly detect the mare’s surface thoughts without her knowing: thoughts of another work night fulfilling a request for her services, mixed with emotions of hollow acceptance and begrudging irritation at relying on giving physical service to whomever she was being sent to.

“A frat party? On Nightmare Night too?” She said. “Look, you told me that there was gonna be days I had off. I thought this was one of them!” She paused to listen and shook her head. “No, no, I’ll do it. I’ll do it, I said! I’m not complaining, just...sheesh. Frat boys are always rough, Silver.”

Chrysalis smirked. A gathering of easy targets would be easy to feed upon, particularly on this night of mischief. Perhaps this mare’s untimely interruption would be prudent after all.

“Anything else?” Blondie questioned. “They got a birthday boy, huh? Yeah...alright, I can work with that. But no cake stuff. I’m not good for that. Alright. Canterlot University’s Alpha Gamma house. I’ll be there in a half hour, soon as I find a taxi.” When the mare hung up, Chrysalis took her chance and floated down to where the escort mare was standing, silent as she descended with her wings.

“Sheesh...need to find a better gig for myself.” Blondie remarked as she looked out towards the main street ahead, pocketing her phone. Chrysalis landed and approached, raising a hand up as her horn came to life with green energy swirling from its tip. The unmistakeable sound of magic being conjured drew the escort’s attention, granting her only a moment to swivel and spot Chrysalis approaching.

“What-?”

“Sleep.” Chrysalis commanded, sending a small but powerful pulse of magic between the escort mare’s eyes. The compulsion magic immediately shut her down, the mare going limp and falling to the ground with nary a pause as Chrysalis stood over her. “Really? A schoolgirl outfit? Don’t these ponies think originally?” She taunted as she urged her magic to life again, stealing away the mare’s clothes and leaving her in naught but her bra and panties while Chrysalis clutched the garbs in her hand. “Don’t worry, my dear. I’ll make sure those boys have a night to remember.” She said before her wings took her into the air once more, flying higher into the sky to find this Canterlot University and track down her would-be prey.

“Ready or not...here I come!”

Velvet Chaser sighed to himself as he turned off the television and laid back against the sofa. The large living room was empty right now, him being the sole occupant while all the rest of his fellow fraternity boys were out in town, no doubt whipping up their own Nightmare Night celebration. He’d wanted to go with them, but his night class had carried on longer than what he’d planned for. By the time he’d made it back to the house, the rest of the guys were gone. The white-maned earth pony had tried calling each of them, but nopony had answered, no doubt too busy with their own fun.

“This is bullshit!” he exclaimed to nopony, throwing his head back and groaning. “And on my birthday too!” Velvet stood up and walked over to the kitchen nearby, continuing to complain albeit with no listening parties. “Comet made it sound like he planned something extra cool for me, but then he just bails without thinking. Jester and Bulky probably went with him just for the sake of wanting something to do. And I’m just left here.”

Fetching a spare beer from the fridge, the earth pony eyed himself in the reflection of a nearby mirror on the opposite wall of the room. He knew he was a bit stocky in appearance, having done athletics for much of his early life leading to present day. College had slowed that pursuit down somewhat as he turned his attentions to academics, but he felt he still at least looked somewhat good. His short white mane fell about his face in well-trimmed locks, cut so that his bangs didn’t fall over his brown eyes. He wasn’t as flashy as Comet Arrow was when he pounded the pavement and made girls turn their heads, but he liked to believe some still looked at him favorably.

Exiting the room, the red-skinned pony sipped from the beverage and let his thoughts stew. Was there anything he could still do for himself on this Nightmare Night, if even just to celebrate his birthday? Even saying that in itself was odd: having a birthday on the same night as a holiday usually meant just extra celebrating, but he had yet to get to do any. Before he could pursue any further thought on the matter, a knock came at the door that drew his attention. It was confusing: anypony who came to this house knew it was a frat house. Most of the time, any of the university members would just walk right in. He told himself it was probably a lost Nightmare Night candy seeker and went to the door.

“I don’t have any candy for you kid, I’m sorry.” He called through the door. “We uh...gave all we had to Nightmare Moon for her offering, yeah.”

Whoever was there persisted, knocking again. Velvet sighed and opened the door, ready to meet a disappointed youth with a calm letdown of having no candy to give. Instead, he was very surprised by what he found waiting for him there.

“If it’s sweets you're needing, then I’m right on time, aren’t I?” The mare before him replied. Her sultry tone was soft but clear in his ears as he took in her appearance. She was unlike any mare he’d seen on the school campus: as tall as he was, with dark greyish-black skin tone that made her blend in well with the night’s darkness behind her, and a long mane of dark cerulean that framed her face and neck as it fell down her back. Her horn was a little crooked, he noted, but he imagined it was a part of her getup. A diamond studded choker covered some of her neck, shining from the light above the doorway as were the earrings she wore. The small lip piercing she had only drew attention to how full and plump her lips looked.

She was leaning against the side of the doorway, seeming intentionally posed to show how tight her clothes were clinging to her well-endowed curves. Not even Summer Streak could match the unknown mare’s cleavage, and she was supposed to be the biggest girl on campus! Her bosom was covered only by a thin button-up white t-shirt, her slim midriff exposed as it fell short of reaching her middle. Her arms were covered partially by green and black striped sleeves that came up to her elbow, allowing her hands to be uncovered.

Eyes trailing down further, Velvet blushed at the long, smooth legs peeking out from under the mini-skirt the mare was wearing. The blue cloth stopped above the middle of her thighs, giving plenty of leg to savor seeing as she cocked one leg up, just enough to see the inside of her thigh but without revealing what lay above the skirt line. The rest of her legs were covered by long white stocking leggings, only serving to bring out how toned said legs were.

“Careful stud, you’ll get drool on the carpet.” She taunted, getting his attention back up off her legs and to the mare’s face again. Now with his attention focused, he could easily make out the smooth, soft looking skin of her face, and found her uniquely shaded green eyes enchanting. She really was unlike any mare he’d ever met before in his life.

“W-who are you?” he asked finally before clearing his throat. “If you’re looking for a frat party, I’m sorry, but you got the wrong house.” he told her, adding quietly to himself, “...lucky bastards.”

“Oh hun, I’m right where I need to be. You see, your friend...Comet, was it? Told a little birdy that somepony’s birthday was today. But here you are, all alone, not even celebrating. Tsk.” The mare replied as she leaned up from the doorway and gave him a smile. He could make out what he thought were fangs in her smile as he listened to her. “Maybe we can remedy that ourselves, and have a private party?”

“U-uh, yeah, sure. Come in, its cold out.” He told her, stepping aside to beckon her inside. As she passed by him, he only watched as she cocked her head at him, her long dark blue hair framing her face as she spoke.

“You look so surprised. First time seeing a pretty mare?” she questioned of him, bringing her fingers up to run along his chest in a teasing fashion.

“No, just...I’ve honestly never seen a mare like you before. Ever.” He answered. His eyes drifted down, taking in the back view of the mare. The mini-skirt was making it very tempting to try and watch to see if it’d lift up any and reveal her rear beneath it: he could tell just from how it fit her so snug that she was packing some meat in her trunk. Coming back up, his eyes paused at the folded wings she had, which gleamed in the hallway light. “Your wings are so...different. What are you?”

“It’s a costume, handsome. It’s Nightmare Night after all.” She answered. “Just think of me as your very own private Changeling girl, ready to make this a night you’ll never forget.” Confidence radiated off of her, making Velvet nod and follow after her as she stepped into the living room. He stopped when she did, watching as she surveyed the empty living room. “Hmm...this’ll do nicely. Plenty of room to work with.”

“U-um. I’ve...never done this before. I feel I should tell you.” He said, getting the mare’s attention. He half expected disappointment or irritation, but instead found an excitable gleam rise in the mare’s bright green eyes.

“Oh, I rarely get a new player in my parlor. This will be great fun.” She assured him as she turned around to face him again. “Don’t worry; by the time I’m done, you’ll be a pro like anypony else.”

“Should I just...sit down?” He asked.

“Make yourself comfortable wherever you like. The whole show’s about you, big boy.” Her finger crawled along his chest again, a teasing drag of a motion that he followed until she removed it. “Have you ever had a girl in your bedroom before, stud?”

“No. I’ve...never had the chance.” Velvet answered as he settled into the spare lounge chair next to the sofa. “I-I’m sorry. I never got your name?”

The mare’s giggle was playful as her horn - dark colored as she was - came to life with an ethereal green glow.

“You can call me Chryssi, big boy. Let’s set the stage, shall we?”

Velvet Chaser watched as the room seemed to shift before his very eyes. He half wondered if she was going to try and dance for him, but that wasn’t the case. The room’s lighting was dimmed, low enough that he could only really see her well due to her being so close. Her magic spawned new orbs of light that hovered to different corners of the room, and when their light shone, brought out the mare’s uniquely shaded skin and mane moreso. She was exotic looking, and seemed to relish his fixation on her as her horn continued to glow while she slid into his lap. Velvet could feel the weight of her rear against his thighs, hefty and plump as she brought her hands to his chest, getting him to ease back against the chair.

Her eyes had an almost eerie glow about them as he stared up at her, enthralled by her beautiful face while she hovered above him, earrings and choker reflecting the light off of her. His own hands were still fixed to the armrests, as he was unsure if he was allowed to touch her or not. But the exotic mare seemed to read his thoughts, and grinned.

“You can touch, big boy. It’s alright.” She said as her hands came up to reach around the back of his head to his neck, keeping him close as her soft breasts squished against his chest. A fragrance washed over him then, one he could smell only now that she was this close to him. It was a smell he couldn’t place, other than to identify it as rich and sweet smelling, but it suited her. It beckoned him to be closer to her, and his hands rose to rest on her hips, testing the waters as he ran them up and down her sides.

“This is...real, right? I didn’t pass out earlier?” he asked.

“Kiss me. And then you’ll know for sure, stud.” She whispered, half-lidded eyes staring into his. The open invitation encouraged the earth pony, and he brought his lips up to hers. He intended to try and be slow, but the mare seemed to have other plans in mind. The moment his lips touched hers, she pressed back and took control, deepening the kiss and leading the charge as he was suddenly overwhelmed with the taste and sensation of her lips on his. She was softer than any mare he could remember kissing, her lips full and inviting as he began kissing back to try and answer her invitation. The tickle of her lip piercing only further enticed him to enjoy what she had to offer.

The touch of her tongue on his was wet and unexpected, making his cheeks flush as her experienced tongue went to work on his own. Distracted by the sudden contact, he groaned as her hips began to grind against his front, further embroiling his desire for the mare while the taste of her tongue washed over him. It made something burn inside him, that unique flavor she carried, but it only encouraged him. His hands found their way to her rear, groping for her cheeks beneath the skirt and beckoning a moan out of the would-be Changeling. He felt warm, and found more warmth in the flesh he was able to grope with his fingers.

Chryssi wasn’t content to just sit there, however; as he squeezed her rear, she pushed back against his grip, letting him feel more of her while her tongue swirled around his, keeping the kiss wet and lustful until she pulled back to let him breathe. The smoky stare she sent him made him swallow, her own saliva still settling in his own maw while she brought her hands down to his chest, pressing on it through his shirt. One of her hands drifted down further, and slipped beneath the shirt to run along his bare skin, making him shiver.

“Let’s get this off, lover, shall we?” she murmured to him. He nodded, and released her butt to reach for the bottom of his shirt. With a couple deft motions, it was soon cast aside, leaving him in just the sweatpants he had on. Chrysalis gave a low purr at the sight of him, and he watched as her own fingers went to work at the button-up shirt she had on. With each undone button, his excitement grew in his heart and in his pants, something he was sure she could feel while settled against him as she was. Once the last button was undone, she tossed it aside and brought her arms up, pushing her chest forward for him to oogle as her hands toyed with her mane.

The sheer size of her mounds made his mouth water to taste and feel them. Her nipples were already hard, darkened nubs that were a darker shade than the rest of her flesh. For a moment, he thought he saw her horn glow brighter in his peripheral vision, but dismissed it to focus on what was before him. Needing no invitation this time, he dove into her cleavage, nestling into the warmth of the titflesh as his hands came up to squeeze both breasts. His eagerness evoked a laugh from the mare, but she didn’t stop him; instead, she only returned to her slow grind against his stiffening rod in his pants, more than happy to let him enjoy himself.

“That’s it, Velvet. These breasts are all yours. Take them all you wish to.” She encouraged him, moaning as his lips began to kiss at every inch of her he could get to. Her skin was so warm, it made him feel all the better to relish the mare’s body above him. He didn’t stop as he felt her hands fiddle with the waistline of his pants, only stopping to lift his hips up so she could slide them and his boxers down in one tugging motion. When her hand came into contact with his aroused cock, only then did he pause to groan: her hand was so soft against his tender flesh, it was like his cock was being pressed against silk!

“Ooh...naughty boy. You said you had no treats left to give; but here’s a perfectly good sized lollipop.” She said as she stroked him, feeling every inch of his rigid cock that pointed straight upwards at the ceiling above. The earth pony had never tried to compare his size with others he’d ever seen, whether in locker rooms or on the porno dvds the fraternity had stashed away for anypony looking for relief. He knew he was a good eight inches long, though, and thick enough to be plenty proud of, having nearly matched the large banana he’d found to try and measure with. Chryssi seemed pleased with it, as her hand continued to work him up and down while he lost himself in her breasts once more.

When his lips encircled around her nipple, she hissed in pleasure and brought her other hand up to press his head firmer into her breast. Taking it as a positive sign, the earth pony suckled and licked at the sensitive bud in his maw, further beckoning more sounds from the Changeling as she continued to pump his cock. He was so lost in his actions and the sensual warmth of her body, it surprised him when she tugged him free of her breast, causing him to look up at her.

“A little too hard there, Velvet. But I’ll give you points for enthusiasm.” The mare teased, making him blush as he noticed how wet her nipple was from his actions. The flesh surrounding it was darker too, and he opened his mouth to apologize but was cut off as Chryssi’s finger pressed to his lips. “Don’t. I like it rough often. But why don’t you let me have a turn at having a taste?”

With that, the blue-maned mare dragged her body back, sliding down his form until she was kneeling between his spread legs, his rigid cock tall and aimed right at her face. The swollen tip was twitching in time with his pulse, as was the rest of his cock. The sensual mare had him primed so well, he wasn’t sure how long he would last once she really got into it. He wasn’t given much time to consider it, as Chryssi was suddenly on him in a flash, engulfing his cock in one smooth swallow that had his first few inches immersed in her warm, wet maw. He moaned, and couldn’t help a small buck of his hips that pushed another inch into her mouth. Yet it didn’t deter the mare in the slightest: she seemed to welcome it, giving a low moan while her tongue began to encircle around his length.

Not wanting to rush her, Velvet did his best to keep still and let her work, afraid of ruining what has turned into the most pleasurable Nightmare Night he’s ever had. Let Comet and the other guys stay out, he reasoned: he had a true treat right here between his legs. Reaching out with a hand, he ran his fingers through her soft mane, the hairs tickling against his palm while Chryssi slurped and bobbed her head. Her eyes were closed, looking as if she was getting off from having his cock in her mouth as much as he was enjoying her efforts. When her eyes opened again, Velvet felt himself throb as her eyes met his, the alluring harlequin green stare she gave beckoning more of his lust out of him.

Reaching out with his other hand, he continued watching her while his left joined his right to run through her mane, and she only moaned when she felt the pressure he applied at the back of her head. More of his meat sank into her waiting maw, soon entering her throat as he pulled her in deeper. He had to guess her gag reflex was non existent, an arousing realization as he only felt her suck harder on him, as if trying to milk him already for his seed. He guided her motions, helping her to bob faster and deeper on his member, the slurping, wet sounds filling the empty room as she pleasured him. With him guiding her motions, Chryssi was free to let her hands wander, one gripping his balls and kneading them while the other groped at her breast.

Only in this moment did Velvet notice that Chryssi’s horn had not stopped glowing the entire time, something he felt an itch of curiosity about but couldn’t bring himself to question as his senses were overwhelmed with her pleasurable actions. Along with it, there was a dull sort of pang within him, a sensation he wasn’t familiar with feeling any time he’d pleasured himself before. It was persisting, but he let go of the thought as a sudden surging sensation made itself known from his groin.

“I-I can’t...shit, I’m gonna cum!” He warned the mare blowing him. It didn’t stop her: if anything, she went even harder at him, her mane whipping about her head as she slurped up and down his shaft. Feeling his cock throbbing and the tipping point flashing by him, Velvet could only groan as his tip suddenly shot off the first salvo of his seed, bursting into the mare’s warm mouth in a thick spurt that made her eyes open in surprise before she began to swallow him down. She drank from him without batting an eyelash, her horn glowing even brighter as he fed her more and more of his cum.

Too lost in the sensation of her oral grasp, Velvet didn’t hear the front door of the house open, or realize that the doorway was now occupied by his fellow frat mates who had gone out without him earlier that evening. He only recognized them when he could think again, fighting through the fog of his orgasm to see Comet, Jester, and Bulky all staring in surprise at both him and the mare whose head was still in his groin.

“Holy shit, she actually came. Nice, bro!” Comet exclaimed from his spot, the yellow pegasus grinning. Only at his speaking did Chryssi stop her actions, pulling off Velvet’s cock and letting the half-hard member rest against his leg. “Damn. She’s gorgeous!”

“She looks so...different though. Do you see her wings?” Jester commented from beside him. The faded blue earth pony stared at the kneeling female. “I’ve never seen a gal with wings like that.”

“You’re looking at her wings, when you should be looking at her tits, man.” Comet countered, but any further commentary was cut off as Chrysalis chimed in.

“Why should you only look? Maybe you boys could join in?” The blue-maned mare offered, making each of the present stallions stare in surprise. It was their last truly conscious thought before a green glow took over their vision, as well as Velvet’s who was still on the chair.

Chrysalis could hardly believe just how easy it was to goad these simpletons into doing her bidding. Using the high level of arousal her first bite of the evening was feeling, she had imprinted it onto the other three strangers who wandered in, and overwhelmed their will to focus purely on a drive for sex. They were entirely at her mercy, and under her control to adhere to every wish she had. Their interruption had almost cost them their lives, as she’d almost used the same spell to fry their minds and simply leave them as empty husks. But there were better uses for such eager little ponies.

Much better uses.

The Changeling queen - now naked with her ‘costume’ tossed aside - made use of their sofa to help support herself while each of the gathered frat boys were working to pleasure themselves, through her. Velvet had been given the exquisite honor of laying beneath her, the Changeling riding his cock plunged deep into her wet pussy while she bounced atop him. Comet had been positioned at her front before her head, his own rigid member being suckled on by the lustful mare. He was a bit thicker than Velvet, but the same length otherwise, easy enough for her to handle with little difficulty. His balls swayed as he gave small thrusts into her mouth and throat, savoring the wet grasp of her throat’s muscles around him.

Bulky and Jester, the other two’s names making her scoff in her mind, were being employed for further enjoyment. Bulky was a large brown earth pony as well, with a cream mane. He lived to his name, at least, being a longer specimen than his brethren were. He was given the task of claiming her ass, lubricated by a simple spell cast by the Changeling to keep herself from any discomfort. His rough, steady pace of pummeling into her rear was a pleasant addition to Velvet’s efforts of sliding in and out of her pussy, the double penetration only further fueling Chrysalis’ lust. Jester, being the final one, had been relegated to a mere handjob beside the sofa, not that he was complaining; Chrysalis knew her soft feeling skin would only further pleasure him, and going off his groans, she was on the mark.

“Her throat is so damn hot...I can’t believe this!” Comet exclaimed from in front of Chrysalis, his hands placed on her shoulder and head to better let him move. Chrysalis bore no opposition to his motions, only slurping and sucking harder on the fat cock in her mouth as he thrust away. “We’re so lucky!”

“No shit. Her ass is...fucking amazing!” Bulky declared. The praise made Chrysalis smile around the cock in her mouth, and she clenched tight using her ass, making Bulky groan again as she squeezed every inch of him within her. Her tail was draped over his shoulder, a silken soft tease that she could tell he liked. He was a tail-fetishist then; perfect, she thought, before willing her tail to enwrap itself about his neck, further raising his pleasure and further feeding her. With Jester so close beside her as well, the Changeling mare prodded his mind for what would further stimulate him. It wasn’t hard to find, and almost made her roll her eyes. But she was a generous lover, after all.

Her hand slowed its stroking of Jester’s cock for a moment, the blue and brown splotched member standing proud and throbbing as she let him go free. Confused, the earth pony stayed put and then gave a sigh as her hand returned, but with a new addition: the Changeling’s rich, long mane was now enveloped in her grasp as well, wrapping it about the length of his cock to let her stroking hand caress him with not just her palm, but the soft strands of her hair as well. From his bucking motions that renewed from her efforts, she knew she’d hit his mark dead center.

All while this continued on, Velvet, her first prey, kept his head immersed in her massive breasts, suckling at her skin and relishing the smell of her cleavage and scent. She was sure they could all smell her by now, her arousal the strongest among them each. Little did they know it was her pheromones that were making it so prominent, only furthering her grasp over the boys’ will. Their lusts overpowered any reasoning they had left in them, making them perfect little subjects for her to feast upon.

And feast she did: with every passing minute that the gangbang continued, in every droplet of precum they dripped into her pussy, ass, or throat, or even on her skin, more and more of their love would be fed into her. It was admittedly a more primitive way of feeding, going about it through physical means, but Chrysalis was a mare for direct action more than subterfuge. Some of her subjects would rely on disguises and such, and she credited them for their creativity. But on a night like this, she needed no disguise; the boys’ fantasy of having a slut of their own to play with served her plenty to give her a means to feed.

The sudden increase in speed from Comet into her throat made her pull out of her thoughts, his clutching hand at her head tightening its grip as he bucked faster. Chrysalis took it all, not even trying to stop him as he cleared his whole length from tip to base as he thrust into her throat, his balls bouncing off her chin while her nose would be pressed into his groin. His rapid throbbing foretold his climax, and she hummed around his length before he hilted a final time and released his seed with a strangled groan.

Chrysalis gave a moan of her own, but for different reasons: in the steady bursts of seed that fired off down her gullet came also small bursts of his life force, his “love” for her letting her feast on his energy with little resistance. Her hunger itched for more, and she doubled her efforts upon the other three. Bouncing her ass in tandem with Bulky’s thrusts and Velvet’s let them rut her faster, while her hand holding Jester’s cock sped up its pace. His pre that had leaked onto her mane only made it shine in the light she provided, her horn glowing all the brighter in the midst of their pleasure and her feeding.

“Fuck!” It was Bulky who gave first, driving his cock deep into Chrysalis’ ass and letting loose a garbled slew of words as his cum rocketed out of his cock and painted her anal walls white. Not missing a beat, Chrysalis ground her hips back to rock his cock and milk him for more, steady in feasting on his energy. Velvet came next, the earth pony firing his salvo into her nethers with more volume than the others. The sudden splash of warmth made Chrysalis release a gargled moan of surprise and pleasure, made more audible when Comet removed his spent member from her mouth. The remaining bits of seed on her tongue hovered there, immersing her taste buds in his sperm while she relished the creampie that she was being given.

Only Jester remained, sweating and red-faced as Chrysalis’ hand had not stopped pumping him. Seeing he was holding out, Chrysalis turned herself to face him, her wide eyes staring up at his face as her other hand joined the first, kneading his balls between her fingers as she licked her cum-stained lips. When Jester opened his eyes, it was his undoing: Chrysalis opened her mouth wide, her green orbs gazing up at him as her tongue hang out. Only one word came from her mouth then.

“Cum.”

The order snapped Jester’s withering restraint, and his body locked up as his cock spewed thick strands of his seed across her waiting face. Chrysalis closed her eyes and sighed in ecstasy as more and more splashed across her cheeks, nose, and open mouth. The sheer slutty display was a show for the spent males, but in truth, she was only basking in the energy they gave her. She could feel it in every little spray of seed across her features, and took a moment to relish it even when his orgasm had finished.

Bringing her hands to her face, Chrysalis scooped up the seed she could gather from her face and feasted on it with hunger, every morsel another drop of love she could store for her hive and herself. The boys, spent, each seemed to collapse as if they’d been going for hours. Comet and Bulky each leaned on an end of the sofa for support, while Jester fell to his knees, exhausted. Velvet didn’t need to move, but Chrysalis could feel him beneath her still, and she surveyed the room before chuckling.

“Such good boys. You’ve fed me so much already. But I’m still hungry, you know.” She told them. Running a hand through her mane, uncaring even as some of Jester’s cum was spread through the dark cerulean locks. It only furthered her relishment of their lust.

“W-we need...a minute. I...fuck, I’m drained.” Comet protested from his spot.

“Feels like we did a damn decathlon.” Jester commented from his spot. Any further comments were silenced as a green glow shot out to each of the boys, encompassing their heads save Velvet’s, who was trapped beneath the mare. Chrysalis eyed each of the ponies in her magical grasp, and then turned her gaze onto Velvet. The slight fear in his gaze made her smile, and she brought a hand down to caress his chin.

“Oh, but boys, I’m your guest. And it's rude to leave a guest unfulfilled in your home.” She told them. As Velvet looked on, Chrysalis’ grin turned wicked, allowing him to see the fangs that were hidden within her mouth as she eyed him. “And I’m not. Done. Feeding.” The growl in her tone made him tremble beneath her, but it only heightened the Changeling’s excitement.

Her magic hummed to life, and Velvet’s fear was washed aside to make way for dulled servitude to the Changeling’s will. Likewise, the other three kept silent and only stood, forgetting their weariness from a moment ago as their lengths each rose again to life. Chrysalis looked at them each in turn, and licked her lips.

“Now that’s more like it. C’mere, boys: momma’s hungry.”

By the time the sun would rise upon the next day, Chrysalis would be long gone from the frat house, unseen by any patrolmen as she slipped through the gateway to make for her hive. From the state of the frat house, one would just think at first to chalk it up as a Nightmare Night party gone too wild: furniture overturned, clothing and items scattered about the living room. But it was the discovery of the four comatose bodies in the upper bedroom that raised every alarm in Canterlot. It even made the headline of the afternoon paper, each boys’ photo from their licenses used instead of the photos from the crime scene.

Nightmare Night Gone Wrong: Four College Youths Discovered Comatose

Authorities investigating potential Changeling involvement

Author's Note

The third and final Nightmare Night story I had planned! Why did it take so long to put out? Because I was too busy with another project I am hoping to publish soon. With the first draft done now, I can move on to editing and getting what I've been really laboring on out for you all to enjoy.

Thank you for taking the time to read and enjoy my story. Feel free to comment and let me know what you think!

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