Once you and Luna are dressed, she leads you down the halls of the castle to where the Night Guard chambers were. Bringing you to the females' chamber door, she stops and eyes you.

"Ready?" She asks you. "Once we go in, they won't let you leave until they're satisfied. And, that could take a while."

You give her a nod. “For the fate of Equestria, I will have sex with each and every one of them until they’re unable to move...”

“Well, that’s a bit much,” the princess replies, opening the door and entering.

Inside, you could see a decently-sized room with cots all along the walls. To the left was the shower hall and locker room. The bat ponies were all lying about on their cots, some asleep and some wide awake. They all wore thin, lacy, midnight blue night gowns. When you enter the room, they all look at you.

“Good news, girls,” Luna sang. “To prepare for a sex fight with Chrysalis, my friend here needs help with stamina. So, I’m allowing you all to use him to your heart’s content.” As soon as she says this, their eyes all glaze over with a hungry look. “Good luck,” Luna coos to you before leaving.

One of the bat ponies walks up to you. She has dark blue skin like the others and short green hair. “Are you really here to have sex with us?” She asks, her eyes staring into hers. As soon as you start to nod, the bat pony pulls off her shirt, revealing a flat chest. “Good. Because we need cock,” she moans, dripping to her knees and fumbling with your shorts.

You chuckle lightly and help her out by pulling your cock out. As soon as you do, the bat pony latches onto it and begins sucking.

Looking around the room, you see the others pulling off their gowns. Some had huge tits and some had small. There were even a couple that had a dick of their own. They probably weren’t allowed to have intercourse with the others so they either masturbated or were super pent up.

You return your attention to the bat pony sucking you off and you put your hands on her head. You start thrusting lightly and you feel the mare stop moving her head. When you stop, she looks up at you and pulls off your dick.

"Use my mouth like a pussy," she moans, drooling lightly as she starts to rub herself.

You smile and push your dick back inside her mouth as you start thrusting your hips. As your rod slides back and forth down her throat, you hear her gag and feel spit splatter your sack. As you fuck her throat, her tongue runs all along the underside of your shaft. Letting your sack slap her chin a few more times, you pull out and reach down.

Grabbing her under the armpits, you hoist her up to her feet and back her against the wall. She raises her arms above her head and licks her lips. Smiling, you lean in and kiss her on the lips. As you do, you feel her forked bat tongue slip into your mouth. As you tasted each other's spit, you let your hands run down her body to her chest, your thumbs rubbing her nipples.

As you made out with the bat pony, you feel another one come up behind you. Her breasts press to your back and you feel her hands move to pull up your shirt. Breaking the kiss with the mare, you pull your shirt off and toss it aside. The bat mare behind you moves her right hand to your cock and aligns it with the flat bat mare's pussy. With a thrust, you push inside the mare, making her moan out and drool more.

The bat pony behind you starts licking the back of your neck as she places her hands on your thighs. You feel her hard nipples press to your back and her forked tongue running over your neck. She occasionally kisses your neck and rubs your sack with her right hand.

The bat pony you're fucking wraps her legs around your waist, her feet resting on the other bat pony's butt. As she does, you reach down and hold her up by her ass. You then begin ramming her pussy fast and hard, splashing juices all over your legs and floor. Feeling an orgasm nearing your rod's tip, you ram inside her and hold it as you fill her up with your cum. The mare grips your shoulders roughly and moans out loudly as she sprays your crotch with an absurd amount of mare juices, which slowly run down your legs to the floor.

When your orgasm was over, you let go and the mare slowly slides down the wall and drops to the floor, panting heavily. You watch as your cum leaks out of her and pools on the floor. Looking over at the others, you saw them all a mere foot away from you, all with a hungry look in their eyes.

“Does that make it my turn?” Asked the bat pony behind you. She spins you around to face her and you can now see what she looks like. She has palm-filling breasts and long, red hair. "I can't wait to have you fuck me..." she moans.

You can tell this may take a while, but you also know that it will be the most fun you'll ever have. So, without any hesitation, you get to showing all the night guard a good time...

After a good couple hours, after satisfying what you think are all the guards, you take a seat on a cot next to a happily exhausted bat pony.

“You’re not done yet,” a voice says, getting your attention.

You look up to see another bat pony walking towards you. She was cyan blue with long hair that had a dark purple to blood red gradient, red eyes, and sporting C-cups. There is also a scar on her right eye.

“Well, I think I can handle one more,” you say confidently.

The bat pony chuckles, standing in front of you. “You have no idea... how pent up I am,” she says, before dropping into your lap and grabbing your shoulders. “I want you to pump me full of your cum over... and over... and over... and over again...”

You gulp audibly. “Oh, boy...” you mutter.

The mare grips your cock and strokes it. “Get hard so I can ride it,” she growls, jerking you faster and rougher.

Feeling it would help to feel her up, you grip her butt and squeeze it before running your hands up to her breasts. As she jerks you, her breasts jiggle a little. She certainly was an attractive bat pony, and you can feel yourself getting hard again.

“Oh, finally!” The mare groans, lifting her butt up to align your rod with her slit. She then drops down onto it with a loud, wet slap and an even louder moan. “Hell, yeah!”

Wrapping her arms around you, she begins to roughly ride your cock, slamming her butt down hard on your legs and making her breasts bounce even more.

You move your hands to her ass as she buries her face in your neck and lets out loud, muffled moans. You close your eyes and feel her bounce up and down or your rod.

She soon presses her chest to yours and you can feel her hard nipples poking you. Letting out a loud moan, she lets her pussy explode all over your lap. Feeling her drench your pole, you let out a grunt of your own and are about to cum when she pulls off you.

“Not yet,” she coos, her pussy dripping on your cock. “You’re gonna make me cum a whole bunch and save your load for the end. I want you to fill all my holes and cover me with your cum.”

You stare at her as she turns around. Your cock twitches with need as the bat mare shakes her butt in your face. Knowing you'd piss her off by cumming now, you grab her butt and lean in, licking away at her butt hole.

"Oh, yeah!" The mare moaned, reaching back and grabbing the back of your head. Pulling you more into her butt, she moans out more. "Lick that ass!"

You grip her cheeks hard before giving her right cheek a slap. The bat mare moaned out some more, her wings fluttering lightly. You pull out of her ass and take a deep breath. "So, what's your name, anyways?" You ask her, before diving back in and delivering another slap to her ass.

The bat let out a sharp moan and chuckled. "Fuck, yeah... I'm Noctra," she said, licking her lips and looking back at you. "Slap my ass more!"

You give her a smirk and pull out of her hole before standing up. Pulling your hands back, you deliver slap after slap after slap, each one causing the bat mare to moan out deeply. “You have... such a... great ass,” you compliment between slaps.

Noctra smiles and pants as she looks over her shoulder at you. “Yeah, you... seem to enjoy... beating the shit... out of it...” she pants between moans.

After you have had a satisfactory number of slaps, you grip her left cheek with your lost hand and use your right to align your rod with her tight hole. “Good news. I’m ready again,” you announce, before shoving your way inside.

When your hips collide with the bat mare’s ass, the mare lets out a sharp moan. “Oh, fuck...” Noctra grunts deeply, trying to grip the floor as if it were bedsheets. “That’s a big cock...”

Chuckling, you run your left hand over her smooth butt cheek to the base of her tail. Gripping the tail firmly, you start giving the mare’s butt hard, sudden thrusts, each one making the mare grunt and each one bringing you closer and closer to an orgasm.

“Yeah, fuck my ass!” Noctra grunts. She closes her eyes and lets her drool pool on the floor, finally getting the hardcore fucking she seemed to desperately want and need.

As you feel close, you start to go shower but deliver harder thrusts to make sure you didn’t cum while hopefully bringing the mare to an orgasm. Your hope pays off as Noctra lets out a high-pitched screech and squirts her juices all over your balls and the floor.

When she calms down, she slowly gets up and lets out a low moan as your rod slips free from her tight backdoor. “Time for the finale,” she says breathily, sitting down on a nearby bench before laying on her back. “Fill all three of my holes with your fucking thick cum.” She then leans her head back, so it hangs off the end of the bench, and opens her mouth wide. The inside of her mouth looks incredibly wet as strings of saliva connected the top and bottom of her mouth.

Stepping up to her, you grip your rod and rub it over her face before sliding the top to her open mouth. Slipping it inside, you immediately feel the warmth and the excessive wetness cover your cock. Reaching out, you grab her armpits and begin to repeatedly thrust inside her.

Each thrust causes a decent amount of saliva to leak out of the bat pony’s mouth and trickle down her face. Closing her eyes, Noctra lets out loud, muffled moans and glurks as you face fuck her over and over and over. You feel the mare grab your ass as you move your hips back and forth, using her throat like a pussy as you edge yourself closer and closer to an orgasm. You want to hold back as best you can to ensure you have enough to fill all her holes, but her throat feels way to good.

Instead of pulling out, you keep going harder and faster until you suddenly blow your load down her throat and in her mouth. Cum bursts from her nose and mouth, splattering all over your crotch. As you cum, you see squirts of mare jizz come from the bat mare's pussy. You hear her groan happily in bliss before you pull out. Noctra then grinds her legs together as she coughs and sighs.

"Shit, fuck..." she sighs, licking the cum from her lips. "Two holes left..."

You smile and move around to sit on the bench between her legs. Luckily, you're still rock hard and your balls still feel full. Placing your hands beside her dripping wet slit, you run them up her legs as you rub your shaft against her pussy. Using your right hand, you grip your cock and positioned the tip against her hole, before pushing inside. Holding her legs, you slide back and forth, starting off slow,

"Come on, fucker," Noctra groaned. "Harder! Faster! Fill me up!" She has her head tiled forward so she can watch you, her tongue hanging out. Her face is still covered in her own spit and your cum. A real mess.

Nodding, you move your hands forward and hold her by the waist before slamming your hips against hers. As you do, you splash the juices leaking out of her all over both your crotches. "You know, I... I've never met a mare quite so... wild as you..."

"I'm not wild," Noctra moaned, before quickly sitting up and wrapping her arms around you. "I'm horny and pent up," she coos, her cum-covered face dangerously close to yours.

You stare in her eyes as she begins to ride your cock. She then leans back and moans and you take this opportunity to lean forward and bury your face in her breasts. Noctra chuckles and places her hands on the bench behind her while she moves her hips. Gripping her tits, you give them a nice squeeze before licking all over the right breast.

“Mmm, you like my tits?” She asks with a chuckle. “Then suck ‘em,” she hisses as she grabs your head and pulls you into her soft breast.

You let out a moan as you feel close and grab her hips again, sucking on her right nipple. The mare’s wings shoot out directly behind her as she starts squirting on your crotch again.

Feeling her soak your balls again, you grip her ass and bury your cock deep inside her before letting it all out. As you do, Noctra leans back and lets out a loud moan of pleasure. Smirking, you let most of your load empty out inside her pussy before pulling out and letting her drop on the bench. Stroking your rod, you squirt the rest out all over her breasts and belly.

“Holy shit...” Noctra pants, feeling her body warm up with your cum blanket. She then shakily holds up one finger. “One more...”

You chuckle and look her over. “Alright... Roll over so I can see that cute butt of yours,” you say as you slowly stroke your dick. At this point, your cock was very wet and very slippery having been inside the bat pony’s mouth and vagina. Sticking it in her tight butt should pose no problem.

Noctra smirks and licks her lips, which still has some of your cum on them. She then sits up and spins around, her back facing you. "You ready for my ass?" She asks teasingly, leaning back against you and rubbing her left shoulder against your neck.

You smile and hold her hips before kissing her shoulder. "Oh, you bet," you say, her butt pressing against your cock. moving your hands to her back, you push her forward so her chest presses to the bench.

"Ooo, forceful, huh?" She coos, chuckling as you sit up and slide your hands to her butt. "It's all yours now," she sings, waving her ass as she folds her arms on the bench and rests her cheek on them, watching you.

You nod and take your wet noodle in your hands and aim the tip at her tight hole. Moving forward, you poke her a couple times, rubbing your head on the hole to lube it up. With your other hand, you spread her butt cheeks apart before you push your way inside. The tip slide in easily. You then grab her thighs and shove the rest in, making the mare let out a loud grunt.

"Oh, fuck!" Noctra yells, before grunting again. "Oh, you're so fucking big!" She then raises her upper half to place her hands on the bench. "Now, gimme all you got!"

"Yes, ma'am!" You yell back as you pull out almost all the way before ramming back in. The hard thrust makes the mare's tits jiggle and draws out a loud, deep moan from her. Not giving her a moment to rest, you start repeatedly slapping your hips against her ass as hard as you can.

The whole time, the bat mare just lets loose from her mouth whatever dirty thing came to mind. Stuff like, "Oh, yeah! Fuck that ass! Ram that fat cock deep inside me! Oh, I want you to fill me up with your warm, sticky cum!"

Her dirty words are enough to aid you in getting closer to your orgasm. Closer to filling up Noctra's third hole. It isn't as wet as a pussy, but it sure was tight. And, it wasn't completely dry in there, given how wet your shaft was when you shoved it in. You let the mare continue to curse and moan out dirty phrases and requests as you continue to enjoy her ass. It isn't long until you feel close again.

"Hey, Noctra," you grunt, gripping her thighs tightly. "I'm about to fill you up with that sticky cum you love so much."

The bat mare looks over her shoulders at you and pants heavily. "Then... fucking... cum, already!"

"Yeah, I'm gonna cum all inside your ass," you continue to tease. "All over your ass... and all over your back..."

"Shit, you have that much in there?" She asks, seemingly surprised. You nod in response. "Fuck, your balls are impressive..."

You continue to thrust into her, teasing her a little more before ramming hard into her ass. She lets out a loud, deep moan as she feels your cum fill her tight passage up. You feel it, too, as your cock drowns in its own semen. When you feel like you've dumped enough inside her ass, you pull out and stroke your cock. Sighing heavily, you continue to shoot the rest of your load all over her ass cheeks and back, as promised.

When you finish, Noctra just lays there, cum oozing out of her ass and pussy and her body covered in your jizz. "Holy... shit..." she moans, panting heavily as her legs and arms rest limply over the sides of the bench. "You sure do... cum a lot..."

You chuckle at her amazement before dismounting the bench. "I told you," you say, walking up beside her and patting her butt. "I'll let you rest now."

Noctra chuckles tiredly and looks up at you. "You can use me anytime..."

You smile back and kneel down. "Only if Luna lets me," you say, leaning in and kissing her on the lips.

She kisses back and tries her best to shove her tongue in your mouth... but, it just feels like she wants to lightly press it against your lips. Smirking, you push your tongue inside her mouth and lick away. The mare moans contently before you pull back. She gives you an exhausted smile before resting her head on the bench. Standing up, you place your hand on her shoulder. After looking over the mess all over her body you take your leave and head for the door.

Passing by all the passed out bat ponies covered in cum, you smile and start to get a little hard again. "You fucking kidding?" You ask yourself, before there's a knock on the door. "Uh..."

"Only me," came Luna's voice. "How is it going?"

You think about this for a second; Luna's directly outside and you have about one good round left in you. Heading to the door, you open it up. Luna smiles at you and then eyes your cock.

"O-Oh..." she says, looking rather amazed. "You are.. still hard--"

She's cut off as you pull her inside the room and into a big kiss. You then close the door and push her up against it. At first she seems rightfully surprised, then she starts kissing back. You don't let the kiss last long before you pull away.

"You actually still have more ti give?" Luna asks, looking around the room.

"That, and..." you start, gripping her gown and starting to pull it up. "I'll be facing Chrysalis tomorrow... If things go wrong... This could be the last time we do this." you then pull her gown up over her breasts and lean in, burying your face in her left breast while you suck on the nipple.

"Oh, do not be so naive," the princess coos, rubbing your back. "My sister and I will fight to get you back should it come to that."

"Still..." you say, pulling away. "Could be a while..." You then force a gasp out of her as you spin her around and grab her ass. "I need this sexy butt of yours one more time..." Without waiting for her, you push your way inside with a grunt. You still have a decent amount of excess cum and saliva on your shaft so you slide in easily.

Luna places her hands on the door and lets out a deep sigh. Once you're all the way in, you start moving your hips. "What can you... tell me about Chrysalis?” You ask.

Luna’s breathing becomes heavier but she manages to answer you. “She is extremely seductive. Knows every fetish. Has incredible stamina.”

“Incredible stamina?” You ask, looking over your shoulder at the exhausted bat ponies. A couple have crawled over to Noctra to help lick her clean. “Think I stand a chance?”

Luna chuckles. “Oh, yes...” she says with a nod. “I think you will do quite well.”

“Good... Maybe I’ll seduce her,” you say with a grunt as you slide your right hand over her hip to her belly.

“That would be most impressive...” Luna moans out, panting a little. “Albeit impossible.”

You smile and slide your hand up to her right breast. “We’ll see...”

The princess’ moans grew louder and more intense as her wings give a light flutter every now and then. Your grunting also increases in volume and intensity as you feel the mare’s tight, royal ass squeezing your cock.

“Here I go,” your warn her as you start delivering hard thrusts. “One last load for the princess...” With one more thrust, you feel your balls start to empty out inside her. Your cock twitches and throbs as it shoots rope after rope of cum deep inside her butt. You can also see a few squirt of mare juices hitting the door as Luna lets out a deep sigh. Unlike with Noctra, you keep your rod buried inside her, only pulling out once you are completely empty.

Luna smiles when she feels you pull out of her and watches you drop to your knees. "Finally done?" She asks, siting down beside you as the both of you lean back against the door. "After all that?"

You smile and nod. "Mmm... Yeah..." you answer, watching one of the bat ponies crawl towards you. "Didn't know I had that much in me..." The bat pony crawls up to your flaccid, messy cock and starts licking at it. Reaching out, you pet her head. "Is it weird that I... kind of want to cover Chrysalis in cum? To prove myself to her?"

Luna lets out a soft laugh. "No... I am glad to hear you are not... afraid..."

You scoff at that. "Of course I'm afraid. The unknown is always terrifying... No, I'm not not afraid... I'm determined..."

The princess eyes you before looking at the bat pony, who was now all finished cleaning your cock. "When you are... sticking it to the bug queen," Luna begins with a light smile. "remember not to let her overpower you. You need to stay in charge."

As you listen, the bat mare crawls up into your lap and leans in, kissing you on the lips. "Fuck me?" She asks, before kissing your lips again and grinding against your dick.

You eye Luna before letting out a sigh. "You mares drained me," you say, before returning your attention to the still-horny pony. "However... You could try rubbing against it some more to... see if it gets hard again..." The mare smiles as you place your hands on her butt.

Luna pats you on the shoulder before sanding up. "You have fun. I shall give the guards the night off to recuperate..."

Before you can say anything, she teleports away in a flash of blue magic. Probably due to the fact that you're blocking the door. Letting out a sigh, you focus on the mare now licking away a your neck and grinding against your rod. "I suppose a few more rounds couldn't hurt..."

Author's Note

OC Credits:
Noctra created and owned by CrimsonRose97
Used with permission

Side Note
So, due to the long delay for this chapter, I decided to add that Luna bit at the end as a bonus for you all. Also, the Night Guard orgy was cut short to make room for the Noctra bit but fear not. There will be an extended Night Guard special coming in the somewhat near future.