Nightmares And Dreams: A Ponytropolis Halloween Special

by Pinkamena666

Rating: mature
Tags: Anthro, Princess Luna, Original Character, Porn, Fetish, Tantabus, Queen Chrysalis, Fluttershy, Sex, Profanity, My Little Pony: Friendship is Magic, Dark, Alternate Universe
Length: 6545

It's Nightmare Night again and that means another Nightmare fic! This time she's temporarily given up trying to break free of the dream realm and instead visits Luna to ask her for a special favor and she wants Fluttershy and Chrysalis to join them!

Equestria Expanded Universe #6.2
Ponytropolis #6.2
2018 Nightmare Night Special

CONTAINS: Futa Lesbians

It's Nightmare Night again and that means another Nightmare fic! This time she's temporarily given up trying to break free of the dream realm and instead visits Luna to ask her for a very special favor. In exchange for her temporary rest, she wants to finally know what it's like to have sex. But, that isn't all she wants. She wants Fluttershy and Chrysalis to join them...

Published 2018-10-31 03:50:01 UTC
Last updated 2018-10-31 03:50:01 UTC

Nightmares And Dreams

Nightmare, the red bat pony dream demon, paced back and forth in the darkness of her dream realm, wearing absolutely nothing. Arms crossed, she stopped moving and let out a sigh. A bed floated up from the darkness behind her and she fell back on it, staring up at the nothingness. Why was everything so dull here? How come there was darkness everywhere? Thinking about this, the red bat pony tilted her head.

Was it because she wasn't happy and it reflected her emotions? Sitting up, she thought about Luna. Was she really considering a "friendly" visit to the one who created her in the first place? Letting out a groan, she fell back onto the bed. She may unable to reach the others currently but she and the blue alicorn had a connection. Perhaps she'd be able to reach her.

Closing her eyes, she thought about Luna. Nightmare had an ability to know when it was night time in a certain spot and, right now, it was around midnight in Ponytropolis.

"Come on, Luna..." she sighed, feeling the alicorn trying to push her away. "I only want a simple... friendly... conversation... I promise..."

There was a moment of silence before she felt a presence in the vicinity.

"What do you want?" Came Luna's voice.

Nightmare opened her eyes and looked up at the mare, whose arms were crossed under her breasts. "I need advice."

The alicorn seemed shocked to hear this as it took her a moment to respond. "You... need advice?"

The red bat mare nodded. "Look around..." she said, before sitting up, placing her hands on the edge of the bed between her legs. "See anything?"

Luna hesitated for a second before looking around. "No... I only see you... and the bed."

"Exactly," Nightmare said, hopping to her feet. "It's boring. I hate it."

"Well, that's what you deserve," Luna said coldly.

"Come on, mother," Nightmare cooed, walking up to the alicorn. "Is that any way to treat your daughter?"

"You're a fucking brat."

Nightmare let out a mock gasp. "Oh! Such language."

"What do you want me to about this?" Asked Luna, eyes narrowing in annoyance.

The red bat pony's smile faded slightly. "I want to be able to look around and see shit. Though, it seems this realm feeds off my emotions. Since I'm dead inside, so is my world. So, I was thinking..."

"Thinking what?" Asked the blue mare, getting impatient. "Come on, you're one of the most blunt ponies I know. Spit it out."

"I want sex," Nightmare said plainly.

This made Luna go wide-eyed. "Um... What?" She asked, taking a step back.

"I want to fuck someone," Nightmare elaborated. "But, I'm stuck in here... so, that means you."

Once the shock wore off, Luna let out a light laugh. "What makes you think I'll have sex with you?"

"Because, if you do... I'll back off trying to possess your friends for a while."

The alicorn seemed to be interested in that idea, but not happy at how to pull it off. "I see... So, you want to have sex with me and, in return, you will leave us alone for a while?"

"A loooooooong while..." Nightmare cooed, sliding up to Luna and placing her hands on the mare's belly, her face an inch away from the alicorn's.

Luna bit her lip and slowly placed her hands on the bat pony's hips. As she did, she felt her clothes vanish, leaving her naked. Looking down at their D-cups, which were pressed together, Luna blushed a little. "I guess... this wouldn't be too bad..."

Nightmare let out a giggle and leaned in to lick the alicorn's neck. "I don't want just you..."

Luna gasped and pulled away. "Excuse me?"

The bat pony's wings gave a little flutter. "I want two more."

"That wasn't part of the deal..." Luna said, shaking her head.

"I haven't accepted your acceptance yet," Nightmare said, before letting out a chuckle.

The blue mare crossed her arms and let out an irritated sigh. "Fine. Who do you want?"

A wide grin spread across the bat pony's face. "I want... Fluttershy and Chrysalis."

Luna went wide-eyed. "What?"

"I want that busty dickgirl and that sexy changeling queen," Nightmare said, before licking her lips. "Mmm... You... and them... and we have ourselves a deal," she said, holding out her hand.

Luna eyed the hand before looking at Nightmare. "Let me go ask them first. I will see if I can convince them. Worst case scenario, you haunt us forever."

Nightmare hesitated in thought before shaking her head. "I want to take them by surprise so I can enjoy seeing their frightened faces..."

The blue alicorn thought for a second, before taking a step towards her. "Look... You hate it here. You want to feel something to help inspire you to create a decent world..." She then put her hands on the bat pony's shoulders, as Nightmare lowered her hand. "Why does it matter if they're surprised or not? You'd still get to have sex with them..." The two stared each other in the eyes before Luna leaned in to kiss her on the lips.

It took a few seconds before Luna felt the demon kiss back. She then slid her left hand to the red mare's butt before she felt a hand on her own ass. The two made out for what felt like minutes before they parted.

Nightmare stayed silent for a bit before sighing. "Fine. You may go to them first..."

Luna gave her a smile and placed her hand on the red bat mare's cheek. She then disappeared in a blue haze. Letting out a soft sigh, Nightmare headed back to the bed and laid down on her back.

Fluttershy opened her eyes and found herself in a field of flowers. She was currently wearing a white gown. Looking around with a smile, she soon spotted Chrysalis close by. The changeling, too, was looking around. Chrysalis was wearing a black dress and no shoes. When their eyes met, the changeling smiled and walked over to her.

"Fluttershy?" She asked.

"Oh, this is going to be a good dream..." Flutters cooed happily, turning to face the changeling.

Chrysalis slowed to a stop in front of the pegasus, a look of confusion appearing on her face. "What?" She asked. "Your dream?"

The pegasus' smile faded before slowly, and hesitantly nodding. "Um... Yes?"

"This is my dream..." Chrysalis said, the both of them now looking confused.

"We're having the... same dream?" Fluttershy asked, both of them looking around.

"Yes," came a familiar voice, making them turn their attention to Luna, who was wearing a blue nightgown. "That would be my doing."

"How are you doing this?" Fluttershy asked, no longer sounding confused. She seemed more intrigued.

"It's an ability I have," Luna explained. "And, I need your help with something..."

Chrysalis raised an eyebrow at this. "Help with what?"

The alicorn hesitated, before approaching them. "I mistakenly created an entity years ago... in the dream realm... It's grown a consciousness, and has been trying to break out for a while now..."

"You did what?" Asked the changeling, sounding confused again.

"Do not bother yourself with details," Luna sighed. "It is a long and painful story... Long story short, I created it to punish myself for my past. It's a parasite that creates nightmares. It... Well, she... calls herself Nightmare."

"And, you want us to... help stop her?" Fluttershy asked, sounding concerned and worried.

"In a way..." was all Luna said.

"Why do you need our help?" Chrysalis asked, still not sure what was going on or what the alicorn actually wanted.

"Because, she's asked for you," the blue mare replied.

Both Chrysalis and Fluttershy eyed each other before looking at Luna again.

"What exactly does she want?" Asked Chrysalis, her eyes narrowing.

Luna bit her lip before rubbing the back of her neck. "She's caused major trouble for us recently. Something I've managed to keep quiet, with the help of a few others... And, she's agreed to stop tormenting us for a long while... if..."

"If... what?" Asked Chrysalis sternly, wanting a straight answer.

The alicorn looked them in the eyes before taking a deep breath. "She wants you two, and me, to have sex with her."

Both Fluttershy and Chrysalis blushed hard at that, Fluttershy's face a tad redder.

"Oh, dear..." the pegasus gasped.

"Why the hell would we agree to that?" Asked the changeling, putting an arm around Fluttershy.

"If Nightmare breaks free of the dream realm and finds her way into our world, it would be worse than if we had three Surprises running around," Luna explained. "It would be disastrous. I would not have come to you with this if there was another way, but we must do what we can to keep her at bay." The pegasus and changeling still looked pretty unsure. "Why not come with me to meet her first? Then, you can make your decision."

Chrysalis hesitated for a moment before speaking up. "Is it safe?"

"I will be there," Luna replied with a smile. "Besides, she seems to be in a peaceful mood right now. Best keep her that way."

Letting out a deep sigh, Chrysalis turned to Fluttershy and placed her hands on the mare's shoulders. "You okay with this, Flutters?"

The pegasus looked in her eyes, before eyeing Luna. "We swore a duty to help keep the city safe. And, it sounds like if this Nightmare gets out, it could spell trouble for more than just Ponytropolis..."

Chrysalis smiled and kissed the pegasus on the forehead. "My brave girl," she cooed softly, getting a light giggle from the shy mare. She then looked at Luna and nodded. "Alright. Take us to her."

The alicorn nodded and gave them both a smile before the world around them faded into darkness.

Looking around, Fluttershy and Chrysalis looked a rad worried before they spotted the bed with the bat pony on it.

Ears twitching, the bat pony sat up and smiled. “Visitors!” She cooed, hopping off the bed. “And just the ones I asked for, too.”

Fluttershy and Chrysalis stared at the mare, the pegasus looking a tad frightened. It was clear that they didn’t know what to expect from the bat mare or what she was capable of.

“Relax, Nightmare,” Luna spoke up. “They wanted to meet you first.”

Nightmare’s smile faded. “You procrastinating?” She asked.

The alicorn shook her head. “No, they just wanted to see you before agreeing to anything.”

The bat pony crossed her arms. "The deal was you could get them ready and then bring them here so I could fuck them. Nothing about getting to know them first."

"You know as well as I that a dream can last forever," Luna pointed out, taking a step towards the red mare. "We have enough time."

"I have been alone here in this darkness for years!" Nightmare snapped as she uncrossed her arms. "I won't wait any longer!"

Fluttershy let out a gasp. "Oh, you poor thing," she said, before quickly running up to the bat pony and hugging her.

Chrysalis reached out to stop her when she saw Nightmare's face turn from anger to surprise at the hug. The bat pony simply stared ahead, not sure what to do. Her eyes then fell on Chrysalis. The changeling then gave a light chuckle and shrugged.

"That explains everything..." Fluttershy said, before pulling away and taking a small step back. "You've had no companionship or anyone to talk to. I would go mad, too."

Nightmare hesitated before sitting down on the bed. "It's been shit. The darkness you see around you represents the emptiness inside me," she said, placing her right hand on her chest. "I want some color around here. Or at least something to look at. Like, a tree... or a house. Anything. But, all I can think about is how I'm trapped here."

"Well, you do want to convert our world into a nightmare world," Fluttershy said, sitting beside her on the bed. "Right?"

"Of course," the red mare said with a smile. "The perfect world. One where I'm free to spread my nightmares," she said, reaching her hands out and wiggling her fingers.

The pegasus reached over and gently placed her left hand on Nightmare's left hand, making the bat pony look at her. "You know... you're actually kind of cute," she said, getting a slightly shocked look from the mare. She then looked at Chrysalis. "Isn't she cute?"

The changeling smirked and nodded. "I'd say so, yes. Though, I'm still curious as to why she wanted us specifically."

"That is a good question," Fluttershy said, returning her gaze to Nightmare. "Why us?"

"Well, because, going by Twilight's and Luna's memories, you two are married and love each other dearly," the nightmare pony explained. "And, being the sadistic, uncaring, evil mare I am... I wanted to drive a wedge in your relationship and make things awkward for you when you woke up."

Fluttershy frowned lightly. "Is that the only reason?"

Nightmare hesitated before slowly shaking her head. "Also, because I like your tits and I hear you have a dick. Same goes for the changeling."

Fluttershy blushed but smiled lightly. "Oh?" She asked, moving her hands to her gown and pulling it off, showing her breasts to the red mare. "What did you plan to do to us?" She asked with a smile, using her arms to squish her G-cups together.

Nightmare stared at the tits, her hands going to feel her own D-cups. "Um... I was going to dominate you and make you both my bitches. I was going to make you beg for more as I had my way with you." Her gaze then went down to Fluttershy's slowly hardening cock.

"Oh, yeah?" Asked the yellow mare, climbing into Nightmare's lap and gently forcing the bat pony onto her back as she leaned forward.

The red mare chuckled and placed her hands on the pegasus, butt. "You know, this dominant nature isn't fitting for you..."

"I taught her a few things," Chrysalis said with a smirk, before making her way towards them.

"Well, you certainly have given her some courage..." Nightmare cooed, a grin growing on her face. "However, I think I wanna make some cosmetic changes..."

A red light shown out form under her hands, making Fluttershy squeal in surprise. The changeling queen let out a gasp as the pegasus was engulfed in a red light.

"What are you doing?!" Chrysalis yelled angrily, about to pull her wife away before the light disappeared. Letting out another gasp, she looked over the yellow mare. "Fluttershy? Sweetie? You okay?"

The pegasus was now a darker shade of yellow, her pegasus wings were now bat wings, her pony ears were bat ears, and her mane and tail were slightly messy.

"Wh-Why do I feel different?" She asked in a slightly raspy, yet sexy, voice.

"Why do you sound and... look different?" Chrysalis asked, getting worried at the sudden change to her lover.

"Relax," Luna said, putting a hand on the changeling's shoulder. "This is all a dream, remember? This isn't affecting her in the real world."

Eyeing her, Chrysalis gave her a confirming nod, before looking back at Fluttershy. The yellow mare sat up and looked over her shoulder at the others. Going by her red eyes and fangs, both Luna and Chrysalis realized hat Nightmare had made her look like a bat pony.

"How do I look?" She asked, looking worried.

Nightmare smiled and sat up, too. "See for yourself," she cooed, a mirror rising up from the darkness a few feet away.

Looking over at it, Fluttershy let out a gasp and got up, slowly walking over to it. Seeing herself as a bat pony made her cover her mouth as she stared in shock.

"I think you look hot," Nightmare cooed, walking up behind her. "Just look how badass you look..." She then reached around and cupped the large breasts. "I bet others would kill to be dominated by you..."

Fluttershy tilted her head and licked her fangs with her longer bat tongue. "Hmm... Is that so?"

Chrysalis let out a soft chuckle and covered her mouth, making Luna look at her.

"What's so funny?" The alicorn asked.

The changeling eyed her and leaned in. "Fluttershy may seem innocent... but, when motivated... she can be quite lewd."

Fluttershy spun around to face Nightmare before pushing her onto the bed. "You want a dominant Fluttershy?" She asked, stepping up to the bed and grabbing both of the red mare's legs, puling her closer.

Nodding quickly, Nightmare rested her arms by her head and licked her lips. "Oh, yeah. Come on, pony. Show me what you got."

Fluttershy smirked and eyed the red mare's pussy. "Gladly," she cooed, before dropping to her knees and diving in.

Nightmare let out a loud gasp at finally feeling something long and wet enter her. "Oh, that feels more amazing than I ever imagined!"

"Hey, Luna?" Chrysalis asked, the two watching the pega-bat eating out the dream demon. "If this is her world... and she's never had sex before... how does she know what it feels like to... you know... feel it?"

Smiling, the alicorn kept her eyes on the action. "It's true the brain needs to experience a feeling once in order to be able to recreate it in a dream... So, I'm helping her."

"You care about her?"

Luna thought for a moment, before closing her eyes. "She's right... I did create her. It was easy to ignore her before, but... now, that she's sentient with thoughts and feelings of her own..." Opening her eyes, she wiped away a single tear. "I created life. That makes her my daughter, does it not?"

"I'd say that's a gray area," Chrysalis said, putting an arm around the alicorn. "What do you feel?"

Luna eyed her before looking at the red bat pony. "Right now... I am not sure..."

Fluttershy wiggled her long tongue inside the red mare's pussy a little more before pulling out with a happy sigh. "Mmm... Delicious. Now, it's your turn." She then pulled the mare off the bed, making her fall on her butt. Placing her hand on the top of Nightmare's head, Fluttershy lifted her cock and shoved her nuts in the mare's face. "Lick 'em. You wanted this, didn't you? Show me how much you wanted them."

Luna let out a chuckle. "You teach her how to be aggressive?"

Chrysalis smirked and crossed her arms. "Yes and no. I helped a little, but... it's like that old saying... It's the quiet ones you gotta watch out for. I merely activated her."

"Well, she's... pretty kinky..." Luna muttered, rubbing her own neck.

Chrysalis eyed her before letting out a soft, brief giggle. "Getting turned on?" She teased. "You wish you had a pair of nuts in your face?" A blush formed on Luna's face. When she was about to speak, Chrysalis put a finger to her lips to silence her. "Lay on your back..."

Luna smiled and nodded, removing her gown before doing as told. Looking down at the alicorn, Chrysalis smiled back and threw her own gown aside. Using her magic, she made a thick horse cock form between her legs, accompanied by a large ball sack.

Positioning herself above the alicorn, the changeling squatted down so her balls were directly over the mare's face. Getting to her knees and sitting down, her nuts pressed to Luna's muzzle and her cock rested on the naked blue body. When Luna felt the sack on her mouth, she nuzzled it and gave it a few licks.

After pulling Nightmare's face into her nuts one more time, Fluttershy pushed the red mare against the bed before pushing the tip of her cock against Nightmare's lips. "Open wide," she cooed, before shoving it down the bat pony's throat.

Nightmare let out a gag but grabbed the pegasus' hips and pulled herself closer to the red sack. When she felt the rod slide all the way down her throat and the mare's balls against her chin, she swallowed repeatedly to massage the cock.

Fluttershy moaned out and gripped the dream demon's head. "I've never... felt this before..." she gasped, her long bat tongue sticking out of her mouth. Just as Nightmare was about to lick around the shaft, Fluttershy pulled her off her rod and brought her to her feet. "Enough with the foreplay..." she cooed, turning the red demon around. With a push, she made the red bat pony fall on her stomach onto the bed. "I want to dominate this hot body..."

Getting atop Nightmare, Fluttershy set her cock between the mare's butt cheeks. Moving her hips back and forth, she moaned out while rubbing the red mare's back. Licking her lips, she gripped her rod and slid the tip to the tight-looking butt. With a cute gasp, she pushed the tip in.

Gripping the sheets, Nightmare moaned out as she felt the thick rod slide deeper and deeper into her ass. Looking over at Luna, she saw the alicorn sliding out from under Chrysalis and licking her lips. Sitting up, the blue mare looked at Nightmare and the two locked eyes for a second. Giving the alicorn a light smile, Nightmare was given a smile back as Fluttershy's hips met the red ass of the bat demon.

Luna stood up and held out her hand to Chrysalis. The changeling took it and stood up. When both were up on their feet, they headed over to the bed to join the fun. As Fluttershy began moving her hips up and down, Chrysalis moved behind her.

Placing her hand on the pegasus' butt, she made the mare look over her shoulder at her. When their eyes met, Fluttershy smiled and reached back, patting her ass. Giving her a smile, Chrysalis aligned her own cock and pressed it to the tight ass of her wife. With a light jerk, she pushed the head in, making both her and the pegasus moan happily.

Luna climbed onto the bed and scooted up to Nightmare. When she was close, the red bat pony looked up at her. Smiling down at her, Luna held her head and scooted closer. Spreading her legs, the alicorn got on her knees and scooted closer so her pussy was pressed to the mare's face.

When Nightmare felt the wet lips on her mouth, she stuck her long bat tongue inside and sucked on the lips. All four were moaning now as Chrysalis had her cock deep inside Fluttershy, Fluttershy had her own rod deep inside Nightmare, Nightmare was getting her ass pounded, and Luna was getting eaten out by Nightmare.

Fluttershy placed her hands on the bed on either side of Nightmare, lifting her head to see Luna's D-cups dangling in front of her. Smiling, she leaned in and began sucking on the left nipple, making the alicorn moan out and hug her head.

Chrysalis kept moving her hips back and forth, pushing forward with some force before slowly pulling back out. Her motions began to pick up as she even started to make Fluttershy's ass cheeks jiggle. Her left hand then slid to the yellow bat pony's tail and gripped it, her forward thrusts picking up power.

Moaning into the tit, Fluttershy panted heavily and licked around the nub. While she service Luna, she kept her own hips moving, feeling the red mare's tight ass walls squeeze her thick cock. Letting out a gasp, Fluttershy let the nipple plop from her mouth.

"Let's change positions," the yellow mare announced, before pulling out of the tight ass. As she did, Chrysalis also backed up, her rod sliding out of the pegasus. "Roll over," Fluttershy cooed, crossing her arms and grabbing Nightmare's ankles. Flipping the bat pony over, she then crawled atop her, her large breasts dragging across the naked red body. Nightmare watched with a smile as the yellow mare's face came closer and closer. When their noses touched, Fluttershy placed her hands on the bed and licked her lips. "Now, I get to see your face while I fuck you..." she cooed, raising her hips before shoving her cock into the red mare.

Luna slid forward a little until she was sitting on Nightmare's face. As she rubbed her pussy against the mare's lips, Chrysalis circled around and climbed up on the bed behind her. Pressing her breasts to the alicorn's back, Chrysalis wrapped her arms around her and pressed her cock to the mare's back.

Looking over her shoulder, Luna gave a light smile. "Just like old times?"

The changeling smiled and nodded, reaching down and grabbing her rod before pressing the tip to the alicorn's butt. "It's been too long..."

Both mares grunted as the rod was pushed in, stretching out Luna's ass. Chrysalis then continued to push her way in. When their hips touched, she began to lightly move back and forth.

Looking down at Fluttershy, Luna saw her grinning up at her. Reaching down, the blue mare smiled and rubbed the yellow bat pony's cheek. "I have something for you..." she cooed, a blue glow around her crotch summoning a thick, blue cock. "One for you, sweetie."

Fluttershy licked her lips before her long bat tongue wrapped around the shaft and pulled it into her mouth. As she sucked, the blue alicorn moaned out. Not only was she getting pounded in the ass, but she was getting licked out and also having her cock serviced.

Chrysalis moved her hands up to Luna's breasts and squeezed, rubbing them lovingly as she gave kisses to the back of the mare's neck.

Nightmare, for her part, couldn’t really do much but moan and eat out the alicorn pussy on her face. As she enjoyed her meal, she could feel the juices run down her face as the mare above moaned. Additionally, she could also feel some pre cum leak out of Fluttershy’s cock as it slid back and forth against her inner walls.

Fluttershy slid her hands to the red mare’s tits and gripped them as she sped up her thrusts, her balls slapping Nightmare’s thighs and send juicing splashing on their crotches. As she squeezed Nightmare’s tits, she moved her face between Luna’s breasts and moaned.

The changeling smiled and squeezed Luna’s breasts together around the yellow mare’s head. “I have to admit...” Chrysalis cooed. “This is actually really fun.”

“And, it isn’t over yet,” Fluttershy said as she pulled her face out from between the blue tits. “Position change! Luna, on your back, please?” She asked with a grin, bearing her fangs.

The alicorn nodded and slid off Nightmare, leaving her face wet. She then lay on her back beside the red bat pony.

“Good,” Fluttershy cooed. “Nightmare. Get on top,” she said, watching the red mare roll over onto the alicorn. “Chryssie, sweetie... You may stick your cock in their faces while I get their back end."

The changeling queen smiled and scooted closer so her cock's tip poked the two mares in the face. Feeling the rod hitting them, Nightmare picked up her head to look, only to have Chrysalis slip her cock between them so the tip poked their breasts. With the rod on her face, Luna smiled and licked away. Nightmare also joined in and licked the top side of the dick. Feeling two tongues on her cock, Chrysalis moaned out happily.

Fluttershy watched with a smile before taking hold of her rod. Positioning the thick meat pole at both Luna's and Nightmare's pussy, she slipped it in between them, feeling both lips kissing her shaft. Smiling, she gripped Nightmare's ass and began to move her hips, her rod rubbing both pussies as it became more and more slippery.

Nightmare smiled and licked away at the black cock, feeling Luna's own cock pressed against her stomach. She could feel it throbbing and twitching and leaking some precum. Soon, she felt the rod slip away and then poked her lips. Eyeing the changeling, she smirked and opened up. The cock was then pushed into her mouth and slipped all the way inside with ease.

Chrysalis moaned out at deepthroating the bat pony and began to move her hips back and forth. Whenever she pushed in, her balls hit the alicorn in the face. "Oh, this is amazing..." she moaned out, licking her lips as she felt her rod's tip slide deep into the tight throat of the red mare.

Luna also was enjoying how the sack slapped her face. Closing her eyes, she simply let the pair of nuts hit her repeatedly, her pussy starting to leak.

Seeing the leaking pussies of both Luna and Nightmare, Fluttershy smirked and slid back. Re-positioning her cock, she pressed it to Nightmare's pussy. Without warning, she pushed her way inside with a deep, sensual sigh. Her long tongue sticking out of her mouth and dripping saliva onto Nightmare's back, she began to quickly move her hips. Balls swinging and breasts jiggling, the yellow bat pony roughly fucked the red bat pony's pussy.

Luna let out a moan, feeling the bulge in Nightmare's stomach rubbing against her own cock. "I can feel Fluttershy's thick rod inside Nightmare..." she moaned out.

Fluttershy smirked and moaned deeply. "I can feel your cock through Nightmare's stomach..."

"Oh, I think I could cum just from this..." the alicorn moaned out.

Hearing this, Fluttershy pulled out of Nightmare. "Next round," she said, before grabbing Nightmare's hips and lifting her up. "Stick it in her."

Opening her eyes, Luna let out a startled, "Huh?" She then figured it out and reached down, bringing her rod's tip to the red pussy, before Fluttershy pushed Nightmare down on it.

When the blue cock was in, Nightmare moaned out and began to move her ass up and down on her own. Watching this, Fluttershy pushed her cock into Luna with a moan.

"Oh, this feels even better!" Luna moaned out, wrapping her arms around Nightmare. "F-Fluttershy's so big..." She then felt Chrysalis pull out of Nightmare's mouth before the tip poked her mouth. "Finally..." she moaned with a smile, before opening wide.

Chrysalis smiled down at her before pushing in. The black cock slid down the alicorn's throat easily, this being a dream, and all. When the black changeling sack pressed to the blue mare's muzzle, the changeling queen began moving it back and forth, fucking the alicorn's throat with light pants.

Fluttershy moaned more and more, feeling like she was about to burst. Speeding up her thrusts, she soon pulled out and quickly jerked off. Both Luna and Nightmare soon felt a huge load of cum hit their crotches and asses. After the yellow mare had painted them with cum, she got to her knees and leaned in, licking at Luna's ball sack.

Luna moaned out happily, breathing hot air onto Chrysalis' cock. She then heard the changeling grunt and felt a rush of semen pour down her throat and into her stomach. Sighing happily, she felt her pussy squirt a little before she started pumping a load into Nightmare's pussy.

Nightmare, upon feeling her womb fill to the brim with her mother's cum, let out a loud moan as a huge burst of juices erupted from her pussy, coating Luna's crotch.

Panting, Chrysalis smiled and pulled out of Luna's mouth, jerking her cock a little before pushing the tip against Nightmare's mouth, letting the last bit of cum squirt into her mouth.

"Well, that was amazing..." Nightmare moaned, before lifting her hips up and off of Luna's rod, rolling over to sit on her butt beside the alicorn. "But, there's one last thing I wanna do before we end this..." she cooed, her eyes falling on Chrysalis.

The changeling eyed her and then crawled on the bed, making her way over to the bat pony. "Oh? And, what's that?" She asked with a smile. "Something with me?"

Nightmare nodded and looked her over. "I want you on all fours, servicing my cock," Nightmare cooed, a thick red cock and balls forming between her legs. "I haven't got to use this yet," she said, gently gripping her rod.

Chrysalis eyed it before smiling. "Alright... I don't see why not," she cooed.

"On the floor, then," Nightmare cooed. The changeling smirked and slid off the bed, getting to her knees as Nightmare sat on the edge of the bed, legs spread. "One more thing..." she said with a grin, a collar forming around Chrysalis' neck.

The changeling felt it and blushed. "A... A collar? Is that necessary?"

"Oh, yes," Nightmare replied with a nod. "Now, hands and knees and start with my balls."

Chrysalis hesitated, slightly embarrassed by the collar. She soon got over it before crawling up to the red mare's crotch and leaned in, giving the sack a lick. Pressing her tongue to the delicate skin, she let out a moan and licked up to the base of the cock.

"Oh, yeah..." Nightmare moaned out, licking her lips as Luna and Fluttershy crawled up on either side of her to watch the show.

"Wow..." Fluttershy cooed from Nightmare's left. "She looks so cute."

Luna smiled from Nightmare's right. "She sure does."

Chrysalis' blush deepened as she watched the other two sit on the edge of the bed, their cocks sticking straight up as if they were still ready for sex.

"Mmm... These things are amazing..." Nightmare moaned, reaching to her sides and gripping Fluttershy's and Luna's cock, giving them light strokes. "Hey, Flutters?" She asked. "Lift up your right tit for me."

The yellow mare smiled and did so, reaching her left hand over to lift up her large breast. When she did, the red bat pony leaned in and began to suck on the nipple. Feeling left out, Luna leaned in and reached over with her right hand to play with Nightmare's right breast.

Chrysalis kept licking the ball sack while watching them before she had her fill of nuts. Licking up the shaft, she began to suck on the tip. Gripping her own rod, she gave it quick jerks and moaned. It wasn't long before she slipped the tip further in her mouth and slid her lips down the shaft as far as she could at this angle. When she was about halfway, she stopped and gripped the exposed part of the red shaft and jerked it quickly.

Nightmare pulled away from Fluttershy's breast and leaned in to kiss her on the lips. Fluttershy kissed back, both mares moaning and breathing heavily before Nightmare broke the kiss, a strong of saliva connecting their tongues. Smiling, Nightmare gave her a wink before looking at Luna. "I want your tit now..."

Luna nodded and used her right hand to lift her left breast. "I was hoping you'd ask."

"Of course..." the red bat pony cooed, licking her lips, before leaning in and sucking on the blue tit.

Chrysalis was now moving her head up and down, letting out muffled gasps and moans. Her own cock feeling like it was about to burst again. As she sucked, she let herself drool and coat the rod in her spit, allowing her to slide more in her throat.

Nightmare pulled back from Luna's breast and moaned out. "Shit, I'm gonna cum..." She then sat upright and put her hand on Chrysalis' shoulder. "Get off and sit back," she said. Chrysalis hesitated, before slipping the rod from her mouth and letting Nightmare jerk it. "Open wide," Nightmare moaned, aiming her rod at the changeling.

Chrysalis opened her mouth with a blush and let her tongue hang out. After a few more strokes, Nightmare moaned out and shot a load of cum all over the obedient changeling's face. Some landed on her tongue and in her mouth while the rest hit her face.

"Oh, I'm gonna cum, too," Luna moaned out, jerking herself off now that Nightmare had stopped.

Chrysalis smiled and turned to face her as she saw the alicorn aim her cum hose in her direction. After a few more seconds, the queen felt a blast of cum hit her face, dripping onto her tongue. Moaning heavily, Luna slowed her jerking as her cock fell limp again.

Next up was Fluttershy, who got up and stepped up to the changeling, placing her hand under Chrysalis' chin, she set the tip of her cock on her wife's tongue as she shot the majority of her load straight into the changeling's mouth.

Chrysalis kept the cum in her mouth, letting some leak out down her chin. When Fluttershy pulled away, Chrysalis kept her mouth open to show everyone the cum, before closing her mouth and swallowing.

Nightmare smiled down at her and sighed, looking at Luna. "Deal's a deal... I'll leave you alone for a while..."

The alicorn gave her a light smile as Chrysalis got to her feet. Fluttershy stepped up to her and began to make out furiously, her tongue licking all around the queen's mouth.

Luna looked at them and smiled. "I'll let you two finish up elsewhere," she cooed, holding out her hand.

Looking over at them, Chrysalis smiled and started walking towards them. "Hold on," she said, stepping up to Nightmare. "You know, you're not so bad... You don't have to be evil..."

"I know," Nightmare cooed. "It's just super fun, though."

Sighing, Chrysalis leaned in and gave her a quick kiss on the lips. "I hope, next time we meet, we can have more fun... I'd rather do that than try and stop one of your evil plots."

"We can have fun again," the bat pony cooed. "All you need to do is call out to me in your dreams..."

"I would be careful of that," Luna advised. "Should you require protection, I recommend calling out to me, too..."

"Yeah, I'll... do that..." Chrysalis said, still confused by the whole dream power thing. She then headed back to Fluttershy and put an arm around her. "Alright... Let's get out of here and spend some time alone..."

"Sounds like a great idea," Fluttershy cooed, before changing back to her normal self. She then looked over at Nightmare. "It was fun," she said, smiling.

Nightmare smiled back and waved, before the two faded away. She then looked at Luna. "I suppose that means you're leaving, too, right?"

Luna hesitated in thought before smiling. "No one says I have to leave just yet," she said, reaching her right hand over to cup the red bat pony's balls. "Dreams can last a long time..."

Nightmare smiled back and leaned in. "You're sticking around a little longer?"

"Sure," Luna confirmed. "It's time I spent some time with my daughter. Even if she is a massive bitch."

Nightmare chuckled and leaped into Luna's lap, wrapping her arms around her and kissing her deeply. Luna kissed back and laid on her back with the red mare atop her. The two then spent what seemed like hours getting to know each other a little more.

THE END
HAPPY NIGHTMARE NIGHT!

NIGHTMARE WILL RETURN SOONER THAN YOU THINK...