A Glimmering Nightmare Night

by JaydexTheShadowKnight

Rating: mature
Tags: Sex, Slice of Life, Human, Original Character, My Little Pony: Friendship is Magic, Second Person, Starlight Glimmer, Romance
Length: 8515

After donning your costumes, you and your mare, Starlight Glimmer, go out for a Nightmare Night's date. Following a fun-filled outing, the two of you retire to her room at the castle for a private party of two.

After donning your costumes, you and your mare, Starlight Glimmer, go out for a Nightmare Night's date. Following a fun-filled outing, the two of you retire to her room at the castle for a private party of two.

Author's Note: I decided to try a different style in regards to the love scene, I'm pleased with the results and so was my editor.

*Warning* Story features Human x Pony romance, so I'd recommend not reading it if that's not your thing.

Features: A pony wearing panties, foreplay, hind leg stroking, petting, sex between a human and a pony, squirting, kissing, cuddling, nuzzling, mane caressing, and some dawww moments.

Proofread and Edited by: Dashiefan101

Cover art by Setharu

Published 2019-10-31 15:20:02 UTC
Last updated 2019-10-31 15:20:02 UTC

Nightmare Night with Starlight

Night has fallen as you make your way through Princess Twilight’s castle. The halls are quiet and aglow with soft candle light from a series of decorative wall sconces. Checking the countless number of doors, you finally reach the one you’re looking for. “Ah, here were are.” You chuckle, adjusting the folds of your black robe.

Looking around, there’s no sign of anypony. Grinning, you pull up your hood and reach for the scythe on your back. Tapping the base of its pole on the marble floor, you knock on the door and snicker quietly. The sounds of familiar hoof steps fill your ears as you make sure your mask is on. The door slowly opens and you catch sight of your mare. “Starlight Glimmer…I have come for you.” You speak in a deep throaty voice, holding up your scythe.

“Nice try.” She speaks your name and pretends to roll her eyes. “Your Grim Reaper voice still needs some work.” Starlight places a hoof over her mouth and chuckles. “Though your costume looks great.” She taps your mask and frowns. “But with that skull mask on, it’ll be hard for me to kiss you.”

You lower the hood and remove the mask. “Aww, how did you know it was me?”

Starlight gives you a tender kiss on the lips. Then, she just stares at you affectionately. You can’t help but get lost in her blue violet eyes. That look she gives you is one you always try to savor.

Starlight tilts her head and giggles. “Come on, a mare knows. Besides, it’s just like you to be silly.” She sighs happily. “When I need it most.”

You smile as you reach out and draw her into a hug. “I’m glad I can usually make your day.”

She nuzzles your cheek. “What do you mean? You always make my day.”

“Starlight.” You whisper as you pull back. Taking a long look at her, you suddenly realize something different about her. “Hey, you’re in costume too. How come I didn’t notice that at first?”

She places a hoof under your chin and stares into your eyes. “Because, you were lost in my eyes, again.”

“Guilty.” You chuckle reaching out to comb your fingers through her mane. “Ah, my Starlight.” You sigh.

“Mmm, I love it when you do that.” Starlight closes her eyes and sighs softly.

“Your mane looks so lovely…like it always does.” You tilt your head and smile at her.

“You flatterer.” She giggles “So, what do you think of my costume? Oh, wait a sec…” She pulls away, reluctantly, and turns back to her room. Her horn lights up with an aqua glow as she floats a pointy black hat out of her room and places it on her head. “There, ta-da!” She holds up her hooves.

Your face lights up. “Oh, you’re dressed up as a witch…heh, heh, a sexy witch at that.”

Starlight giggles suggestively as she brushes against you. She leans in close and whispers. “That’s not all, I’m also wearing panties. Care for a sneak peak?”

Your face lights up. “Oh, Starlight, I love your naughty side.” You grin shamelessly.

She chuckles playfully. “I know you do. And I’m glad you can be just as naughty.”

“So, a sneak peak?” You pat her shoulder.

“Uh-huh. Here.” She turns around and uses her magic to draw back part of her skirt. “See? Matching black panties.”

You stand there for a moment and take in the sight of your mare. She’s wearing a lovely form-flattering witch’s outfit with a short pleated skirt, black stockings on her hind legs that stop just shy of her flanks and now, alluring panties that match her outfit beautifully. “Wow, they’re lovely. Heh, heh.” You snicker. “Those panties really bring out your curves.”

Starlight blushes. “Oh, you always do that. But they do, don’t they?”

“Sweet Celestia, they do.” You do your best to restrain yourself and opt for caressing her hind leg and lightly stroke her cutie mark. “These will really make this costume fun later on.”

Starlight pulls away and lowers her skirt. “That’s the plan. Now normally, I don’t mind if you touch my leg, cutie mark or –” She wiggles her rump. “But, we don’t want to miss the Nightmare Night festivities, do we?”

You shake your head. “No. Of course not.” You reach out and draw her into another hug. “But, I can hold you briefly, before we head out.”

She giggles as she stares lovingly at you. “Of course. Mmm.” She rubs her hoof along your robed chest. “I love it when you hold me.” Starlight sighs. “It’s thanks to you, I’ve learned to be a better lover.”

“You give me too much credit. Twilight found those books you read up on.” You smile as your hand finds her beautiful three-toned mane, which has spilled out from under her hat. As your fingers sweep through her locks, you marvel at how the purple, light purple and pale aqua colors of her hair flawlessly accent her pale purple fur.

Starlight shakes her head as she takes a moment to savor your fingers through her mane. “No. The books alone never could have helped us get this far.” She sighs.

“Yeah, maybe you’re right. Uh, we should get going.” You smile at her.

“Mm-hmm. Oh, but first.” She drapes her hooves on your shoulders. The rosy glow returns to her cheeks and she momentarily turns her head away. Then, looking back at you, Starlight leans front until your lips lock into a loving kiss.

“Mmm.” You moan softly as you share a tender lip embrace with your unicorn. A few moments pass and your lips part. “You’re really in an affectionate mood.”

Starlight titters softly. “Well.” She runs a hoof along your cheek. “Being here with you, on what Princess Luna was heard to refer to as ‘Oh, most wonderful of nights.’ I can’t help but feel really happy.”

You reach up and capture her hoof and hold it tenderly. “I know the feeling.”

“Well, we’d better head out. Or we’ll never leave the castle.” Starlight chuckles.

“Right.” You release her hoof and pull back. Recovering your scythe, you secure it on your back and bow to your mare. “My lady. Let’s be off.” You offer her your hand.

Starlight smiles as gives you her hoof. “Thank you, kind sir.” She leans against you, as the two of you stay close till you get to the end of the lengthy corridor. From there, you make your way out of the castle and into the festively decorated Ponyville.

* * * * * *

You and Starlight make your way through the softly lit streets of Ponyville. The sky is mostly clear and a myriad of stars shines along side the crescent moon. Your unicorn is staying close to you as you near the center of town and all of the action.

“Well, here we are.” You smile at Starlight.

“Yep. So, any idea what we want to do first?” She looks at you with joyful eyes.

“Hmm, games, food, dancing…ooh and maybe even a ride on a hay wagon.” You turn your head her way and smile. “You know I’m flexible.”

Starlight ponders for a moment, then she returns your smile. “How about we play some games?”

You place an arm around her and pull her close. “Sounds like fun. Let’s go.”

The two of you set off and enjoy a sampling of the different Nightmare Night games. First you both play Spider Toss. Afterwards, you play a spirited game of Nightmare Horseshoes, which isn’t as original as the name suggests. And currently, the two of you are enjoying Pumpkin Smashing. You’ll never forget the first time you saw this activity. You thought it was such a waste, till you learned that the ponies do use the smashed pumpkins. They can be cleaned and used for tea, soups, breads, and an assortment of baked goods. Though you still haven’t finished developing a taste for pumpkin spice tea. It’s not bad, but hardly your favorite blend.

“Wake up, silly.” Starlight taps you on the shoulder.

“I’m here. I was just…” You look at the catapult and then at the target. “Checking my aim, yeah.”

She gives you one of her questioning looks. “Before you load the pumpkin?”

“Oh, right.” You grin sheepishly. “I knew I was forgetting something.” Reaching for one of the neatly stacked pumpkins, you carefully load it into the basket of the catapult. “Okay, loaded.”

Starlight smiles and stays close to you, while adjusting her witch’s hat. “Okay, now smash that pumpkin!”

“Hmm, you got it!” A determined look morphs onto your face as you take one last glance at the target. The other ponies hanging around the game offer their assorted cheers. “Here we go!” You pull back the armature and let it snap forward. The pumpkin flies out of the basket and soars through the air. In a mere instant it smashes on the target. “Ha, ha! Bull’s-eye!”

“Great job!” Starlight claps her hooves together. “Now we both nailed the bull’s-eye.” She giggles.

You chuckle warmly with her. “We sure did.”

Her face lights up as she paws your side.

“What is it, Starlight?”

“Ooh, we should totally go Apple Bobbing!”

“Okay, and afterwards, what do you say we get something to eat?” You rub your belly. “I don’t know about you, but I’m getting pretty hungry.”

Starlight leans against you as you ensnare her in your arms. “That sounds wonderful. I’m hungry too. Now let’s go get those apples!”

The two of you dash over to Applejack’s bobbing tub. The farm pony spies you, only you notice her costume is quite different this year. “Well, hello there you two. Here to bob for some our finest apples?”

“You bet, Applejack. Uh, what’s with your costume?” You look her over.

“What, you’d prefer I be a scarecrow every Nightmare Night?” She grins as she turns around in her black cape and clipped on bat wings.

“Oh.” Starlight’s face lights up. “Are you suppose to be a vampony?”

Applejack grins, as she looks your way. “You have yourself a real keeper there.” Applejack speaks your name and grins. “That’s it exactly. Darn, I thought I’d done stumped ya both.”

You place your arm around Starlight. “Well, my special somepony really knows her stuff.”

Starlight blushes a little. “Aww, I’m just well-read. It’s why Twilight enjoyed having me as her pupil so much.”

Applejack nods. “Mm-hmm. Well, step right up and enjoy some of Sweet Apple Acre’s best.”

“Apples! Eww, gross!” Strawberry Sunrise grouses as she walks by, dressed as a princess, her wings held up proudly and her nose in the air.

“Strawberry, you darn well better get back here and say that to my face!” Applejack shakes her hoof at the Pegasus.

“Humph.” Is the only thing you hear Strawberry reply back.

“Forget her, Applejack. Starlight and I know your apples are amazing. Right, honey?”

“Of course. Besides, I think she does it just to get a rise out of you.” Starlight chuckles.

“Hey, you’re right, I’ll bet she does. So, don’t mind her, Applejack.” You join Starlight and chuckle.

“Yeah.” Applejack chuckles too. “Well, then why don’t you two enjoy our apples?”

“We shall, come on, Starlight.”

“Right with you, sweetie!” She grins.

The two of you eye up the apples and do your best to lean in for some. You’ve gotten better picking up apples with your teeth. So much in fact you’re able to give Starlight a run for her bits. You both manage to grab two, then as you go back for the third, you both end up going for the same apple. Your faces splash in the water and you come up with something better than an apple. To your delight, you and Starlight accidentally bumped your lips together. You hear Applejack talking to somepony else and since nopony else is around, the two of you enjoy. You briefly lock lips with your mare and share a rather delightful wet kiss. It has just a hint of apples as you both wrestle your lips for a few moments, knowing it better not to push your luck.

Rising up from the tub, you share Starlight’s blush and smile. You have that usual silly and elating feeling you get when you kiss her. Looking at her, you smile. “Uh, should we call it a tie?”

She halves her eyes and nods. “Mm-hmm. Sounds good to me.”

Applejack turns back. “What happened? Both of ya were at two apples.”

“Sorry, Applejack, no tie breaker.” You snicker.

“Yeah.” Starlight holds up a hoof. “So, we decided to just call it a draw.”

“Well, all right. Did ya wanna go again?” She looks at you and smiles, so much in fact you can see her fake fangs.

You chuckle at Applejack and turn to Starlight, now that she’s standing even closer to you. “Nah, we’re good. But thanks, it was fun.”

You place your arm around Starlight as you both snicker. Applejack scratches her head and blinks at you both. “Well, okay. It was nice see’n both of ya.”

“Same here. Have a good one!” You and Starlight wave as you make your way for the assorted concession stands. “So, what are you in the mood for?”

The two of you stop for a moment. Starlight places a hoof to her chin. “Hmm. So much to chose from.” Then, she looks at you. “I decided on playing games. How about you pick out something to eat? I’m confident you’ll chose something yummy.” Starlight giggles and pats your belly with her hoof. “You always do.”

You smile happily and run your hand along her costume-covered barrel. “Let’s see.” You pan your eyes around. “Ooh, I got it.”

“Uh-huh, what’re you thinking?” She gives you an intrigued look.

“How about some potato fires…eh, I mean fries…potato fries.” You grin as you as you facepalm.

Starlight giggles. “Hmm, potato fires? Would those be spicy?” She gives you a silly smile.

You slant your eyes. “Oh, Starlight, you always enjoy teasing me when I mince words.”

“Yes well, if I didn’t, you wouldn’t think I love you.” She caresses your cheek. “Besides, you don’t hesitate to do it when I mince words.”

You chuckle and caress the length of her mane that’s spilling out from under her hat. “Yeah, I do, for the same reason.”

“Of course.” Starlight sighs and just smiles at you. “At any rate, potato fries sounds great. So, lead on?” She offers up her hoof.

You grin as you gently clasp it in your hand. Together, you both walk over to the fry vendor’s stall. A sign over the stand reads: “Crispy’s Chips”

There aren’t any ponies in line, but you notice a few slowly approaching behind you as you and Starlight step up to the small counter. Crispy greets you both after putting two more baskets of freshly cut fries into the deep fryer. “Hello there, how may Crispy help the two of ya?” The pale yellow stallion smiles your way, his white hat and apron both have grease stains on them, as does his fiery orange mane.

You turn to Starlight and she gives you a subtle glance. Meeting Crispy’s gaze, you reply, “Yes, could we get a jumbo order of fries…uh, I mean chips?”

Crispy lets out a boisterous laugh. “Ya can call’m whatever ya like. Chips is just what my kin and I call them.” He gives you a cheerful look. “Now then, one jumbo order coming right up, laddie. Did ya want anything ta drink? I keep a supply of chilled Sweet Apple Acre’s Cider on hoof, as well as some other beverages.” Crispy grins.

“Ooh.” Starlight smiles. “Two bottles of cider, what do you say, hon?” She looks over at you.

You run your hand along her back. “Sounds great. Like the mare said, my good stallion.” You give him a nod.

“Excellent. I’ll have that right up. Oh and that’ll be eight bits, please.” He turns to load up a jumbo paper tray with fries. Crispy sets it down on the counter and removes two bottles of chilled cider from his fridge.

You hand over the money. “Here you are.”

“Thank ya kindly.” He tips his little hat. “Have a fine night now, won’t ya?”

“We will. Thank you, Crispy.” You grin as you take a wad of napkins and place them under the tray of steaming hot fries. Starlight ensnares your drinks with her magic as the two of you walk over to a deserted picnic table.

You set the tray down and have a seat. Starlight sits right beside you and places the two bottles on the table. “There we go.”

Turning her way, you smile. “Sitting beside me?”

She nods. “You bet. Mmm.” Starlight sighs. “I just want to stay close to you tonight.”

You place your arm around her. “I wouldn’t have it any other way.”

She gives you a loving look and giggles. Then, she reaches for the salt. “Here, I thought we’d just keep it simple…a little salt and some ketchup.”

“Works for me.” You smile as she shakes a reasonable amount of salt onto the fries. You reach over and mix them together. “Ooh, still hot.” You shake your hand.

Starlight giggles again. “You did the same thing when we had pizza last year.”

You nod. “I know, you’d think I’d learn.” You shake your head and just chuckle. “Well, they look so tasty. Ah, I’ll try from the edge.” You pick up two fries and gently blow on them. Taking one in your right hand you offer it to Starlight. “Here, my love.”

Her eyes just sparkle at those two words and she sighs. “Okay, let’s see how these are. Ahh.” She opens her mouth as you place the fry on her tongue. Starlight chomps down on it and chews it for a bit. The look on her face says it all as she smiles. “These are great! Could use a little…”

“Ketchup?” You hold up the bottle of ketchup. Unscrewing the cap, you dump some in a little space you cleared on the cardboard tray. “Here you go.”

“Thank you.” Starlight smiles as she takes a few fries from the tray and dips them in the small mound of sweet and tangy tomato goodness. “Mmm, even better.”

You grin as you finish your first fry and grab a few more and do just like her. “Mmm.” You nod. “Yeah, much better with ketchup. But on their own, the salt and oil blend so well with the potato…mm-mmm.”

“Here, have some more.” Starlight dips a few in the ketchup for you.

The two of you enjoy the rest of the fries and then pop open your bottles of chilled apple cider. After downing more cider, the two of you turn around and sit there, taking in the sights of a Ponyville all decked out for Nightmare Night.

Starlight is leaning against you, a lovely pony witch with the grim specter of death. You chuckle at the idea as you place your arm around her. She leans closer to you. “This really is a most wonderful of nights.” Starlight sighs.

“Yeah, I’m having a great time. And it’s not over yet.” You rub her shoulder.

Your mare rests her head on your shoulder and gives you the sweetest of expressions. “So, what would you like to do next?”

“Well, we’re not done sitting here just yet. But…hmm.” You look across the way and see a number of ponies and humans dancing, and at the epicenter is none other than Vinyl Scratch, DJ Pon-3 laying down some rather holiday appropriate hits. More to the point you lean a little closer to hear the music. To your surprise, you recognize some of the songs. “Whoa.”

“What is it?” Starlight blinks.

“I know some of the music Vinyl is playing. Those are songs from my world.” You nuzzle against your pony witch. “Say, you don’t feel up to some dancing to you?”

Starlight frowns. “I hate to be a wet blanket, but I was hoping to avoid loud music tonight. Normally, I’m fine with dancing, but…ooh, I know. You feel like a hayride?” She gives you hopeful eyes.

Your desire to dance isn’t that strong and the look Starlight is giving you, there’s no way you’d want to disappoint those eyes. You smile and nuzzle against her silky mane. “Mmm, that’s perfect. Heh, heh.” You chuckle. “I guess you want to save some energy for later?” You give her a suggestive glance.

She halves her eyes and nods slowly. “Mm-hmm. Yes. Since we have this alone time.” Starlight runs her hoof over your chest. “I just want to savor it as much as possible.”

“All right then. You ready to head over to the hay wagon?” You sigh and run your hand along her side.

“Uh-huh. I’m ready.” She sits up and rises to her hooves.

You stand up and take a moment to discard your trash in the proper waste receptacles. Then, you return to Starlight’s side. “Okay, now let’s see how big the line is.” You laugh nervously.

“Hopefully it’s not too long. But we’ll see.”

Starlight stays close to you as you both walk across through the maze of concession stands, game booths and other activities going on through town. At the far side of the festivities, you reach the hayride. But just as you step up to where the line forms, you see the wagon, pulled by Big Macintosh, depart.

“Aww.” Starlight whimpers. “We missed it.”

You look at the sign. “Seriously!? And the next one isn’t for an hour.” You look at the sign and see a stack of brochures. Taking one you look it over. “Hmm, the Apple Family’s Haunted Hayride. Maybe it’s a good thing we missed it.”

Starlight blinks as she joins you in looking over the pamphlet. “Really?”

“Well, it’s a haunted ride, so that means lots of jump scares.” You look her way.

“Yeah, but I have you to hold onto if I get scared.” She nuzzles you.

You snicker. “Huh, if a phantom did attack us, I’d be staying close to you. You’re the one with the epic magic.” You smile at her.

“Aww.” Starlight blushes. “I still can’t believe you think so highly of my magic. Of course, I’m still learning.” She grins.

“Learning, that’s fine. But you can give alicorns a run for their money.” You smile with pride. “You’re one of the most amazing unicorns I know. And best of all…you’re my very special somepony too.”

“I am. And I’m glad you’re my very special somepony. Because you’re always so supportive.” She rubs against you. “But, what are we going to do?”

“Oooohhh! Careful on the public displays now, will ya?”

Looking up you see the last pony you expected to find at Nightmare Night. “Rockhoof? What are you doing here?”

“Just enjoying the night’s festivities. And making a wee bit of money in the process.” He looks at where you two are standing. “So, I see ya missed the Apple Family’s latest hay wagon.”

“Yeah, we’re pretty bummed about it, Rockhoof.”

He holds up one of his large hooves. “Not ta worry. I can help ya out. Uh, that is if you’re willing to give a pony like me a chance.”

“Oh, what do you have in mind?” You ask.

“Yeah?” Starlight is equally interested.

“I’m doing my own hayride tonight.” The large stallion sighs. “Only, I haven’t had many takers.”

You turn to Starlight and she gives you that supportive look. “We’ll give your hayride a try. Does it go through a haunted cornfield or a haunted house?”

He shakes his head. “No, it’s just a moonlit ride in the grassy fields outside of Ponyville, with a slight off-shoot into a wee bit of the forest, ya know Ponyville Woods ’n all.”

“What are you charging?” You reach for your bit pouch.

“Hmm, the two of you?” He thinks for a moment. “Ten bits ought to cover it.”

You look at Starlight and then at Rockhoof. You blink at him as the braided portion of his orange mane flutters in the night breeze. “Five bits a person?”

“Aye, is that too much? I mean the Apple Family is charging almost twice that.” He places a hoof to his chin.

“Oh no.” You shake your head. “That’s a great deal. Here.” You offer him the money.

“Ah, then, thank ya for the business, laddie. Let me go hitch up my wagon.” He takes off at a light trot, a slight thunder in his step.

You smile at Starlight. “Well, this is an unexpected bonus.”

“I know, right.” Starlight is really gleeful. “Now we can have a nice hayride after all.”

“Yeah, I just hope, Rockhoof doesn’t set too mean a pace.” You grin nervously.

“Call me crazy, but I don’t see that being a problem.” Starlight smiles as you both see the stallion return, pulling a large hay wagon.

“We’re about to find out.”

Rockhoof comes to a stop in front of you. “Okay, you two, hop on in. By the way, I know Starlight is supposed to be a witch, but what are you, laddie? A wizard of some kind?”

You shake your head. “No, let me put my mask on and pull up my hood.” You pull on your skull mask and lift up your hood. Reaching back, you remove your scythe and hold it up. “Any ideas now?”

He gives you a scrutinizing glance as he places a hoof on his chin. “Hmm…Ooooh, ya look like the master angel of death…aye that ya do indeed.”

You smile under your mask and nod. “That’s right, I’m Death, also known as the Grim Reaper.”

“Well, you two have on very festive costumes. One nice thing about tonight, I find ponies complimenting me on my costume.” He lets out a hearty laugh. “And it’s not but what I always wear day to day, mind.”

You secure your scythe and lower your hood and remove your mask. “Well, Rockhoof, your outfit does look in theme with many of the costumes ponies are wearing tonight. And your shovel is the crowning piece.”

He nods. “Aye. And I’m glad ta see so many of ya humans getting into the spirit as well. Reminds me of celebrations back in my village. But enough of that, get settled and we’ll be off.”

The two of you make your way onto his wagon and take a seat along the side, nestling above the soft hay. “Ooh, this is nice.” Starlight looks at you dreamily.

“Yeah. Very comfy.”

“Ah, so you’re all set back there? Goot, we can head out then.” Rockhoof grins as he starts off at a slow trot. “How’s this pace for ya?”

“Perfect.” You hold up a hand, then let if fall back and land gently around Starlight.

“Thank you, Rockhoof, this is just what he and I were hoping for.” Starlight offers the stallion a gracious smile.

“Oh, you’re plenty welcome. I’m just glad to have some company. Not to sound pathetic in all, but it was a wee bit lonely.”

“Well, if all goes well, we’ll make sure other ponies know about Rockhoof’s great hayride.”

His face lights up as he continues pulling the wagon and making his way out of Ponyville. “Oh, that’d be great of ya. You’d certainly have my undyin’ thanks.”

A good ten minutes passes and you and Starlight couldn’t be happier. Rockhoof chimed in with the occasional comment about the scenery, but that was about it. Starlight curls up closer to you. “Mmm, this is nice. I wouldn’t have minded a jump scare or two though.”

Rockhoof calls back to you and speaks your name. “Just thought you’d like ta know, we’re about to enter Ponyville Woods. And the locals tell me that on Nightmare Night…it can tend to be a wee bit haunted. But I’m sure that’s just a story.” He winks.

“Huh?” You look at Starlight and she looks back at you.

“Haunted?” She blinks at you.

“Maybe you’ll get that jump scare yet.” You keep your arm around Starlight as the wagon enters the woods.

* * * * * *

Rockhoof brings the wagon back to its starting point in Ponyville. You and Starlight are still laughing as you remain close together. Rockhoof snickers as he looks back. “So, did the two of ya enjoy the ride?”

You and Starlight move over to the front of the wagon. “Are you kidding? That was awesome!”

“Yeah. I was scared, but had a great time too. How did you do make those ghosts and zombie ponies look so real?” Starlight grins as she leans on the side of the wagon.

“Oh, ho, ho, ho. You know a magician never reveals his secrets.” He winks at both of you again.

You grin. “Well that was good. Come on Star…what?” There’s a group of ponies there in front of Rockhoof’s wagon, not to mention a group waiting for the Sweet Apple Acres wagon to return.

You and Starlight hop off the back of the wagon. The group of ponies bombards you with a slew of questions. You hold up your hands. “Easy, everypony. If you don’t want to wait for the Apple Family’s wagon, I’d recommend going with Rockhoof. His wagon ride was both relaxing…and HORRIFYING!” You flail your hands.

Starlight nods profusely. “He isn’t kidding. I’m not sure who screamed more, him or me.” She points a hoof to herself.

You join Starlight in some nervous and spirited laughter. “But that was fun and a great price. Plus, Rockhoof’s wagon can hold plenty of ponies. So, while you wait on the Apple Family wagon, you can enjoy Rockhoof’s and like Princess Luna would say, double your fun!”

The group of ponies starts talking among themselves and start fishing out their bits. You turn to Rockhoof. “Hey, looks you got some more business. I guess when we got here, it was still a bit early for all the hayride fans.”

Rockhoof grins. “It sure looks that way. Thanks for offering a wee testimonial. I hope you two will come back next year.”

You stand close to Starlight. “Oh, I’m sure we will. Come on, Starlight, let’s go.”

“Right behind you.” She smiles as you both weave your way among the mob of growing ponies eager for a wagon ride.

* * * * * *

The two of you make it back to the far side of the festivities and to a few lone concession stands. “One order of cinnamon nuts, please.” You grin at Bulk Biceps.

“Coming right up!” He bellows, then he grins. The ripped stallion grabs a small bag from the basket on his nut cart. He turns and offers you the bag of cinnamon and sugary glazed goodness. “That’ll be four bits.”

You go to reach for your pouch, but Starlight bumps into you. “Here, I’ll get these. I can pay too you know.” She winks at you. “Here you are.” She gives Bulk Biceps the money. “I see business is still good.”

“Oh yeah!” He grins, while taking the bits. “Thanks for stopping by. It was good to see you two." Bulk chuckles as you both wave to him. "I hope you have a good night!”

“I’m sure we will.” Starlight looks at you and then back to Bulk. “Thanks again.”

“Anytime.” He grins as you both depart.

Holding the bag of cinnamon nuts, you turn to offer some to Starlight as you both walk away from the festivities. She takes a few and crunches on them. “Mmm, thanks.”

“You’re welcome.” You snack on a few of the nuts yourself. “So, we’ve done quite a bit tonight, haven’t we?”

Starlight nods as you offer her some more nuts. “We sure did. So, are we ready to call it a night…and head back to the castle?” She gives you that look.

“Yeah, I think so. Let the others continue the fun, we’ve had ours.”

“Yep. Only now, we can enjoy some time alone.” Starlight sighs as she walks close to you and leans against you.

You place your arm around her as you both continue along the quieter streets of Ponyville, away from the celebration. “This will be the crowning touch to a wonderful night with my mare.” You rub your hand along her side.

“Yeah. I’m so glad you were able to get tomorrow off.” Starlight smiles gleefully as you turn down the street that leads to Twilight’s castle. “We can sleep in tomorrow, because I’m off too.”

“It’s perfect. Besides, I had some time off at the Hobby Shop coming, and the boss was cool with it.”

“Wonderful. Ah, and we’re here. Let’s save the rest of these nuts for later.” Starlight uses her magic to close the bag.

“Okay. Let’s go, my lovely witch.” You snicker. “You have to admit, I’ve been good all night.”

“Yes, we both have.” She giggles devilishly as the two of you enter the castle.

“Then, I think we both deserve a little reward. And I can’t stop thinking about you in that costume.” You give her a sultry look.

Starlight playfully paws you. “What if I wasn’t wearing the costume?” She bats her eyes at you.

You sway your head a little, but keep your arm securely around her. “I’d miss the chance to enjoy those panties, but, I’d be just as happy. Because it’s you I want.” You pause to draw her into a quick hug.

Starlight looks at you lovingly. Her eyes are glistening. “You say some of the sweetest things. Let’s go to my room.” She kisses your lips. “I want you even more now…and don’t worry. You’ll get a chance to enjoy the costume.” She winks at you as you turn down the hall to her room.

* * * * * *

After entering Starlight’s room, you place the cinnamon nuts on a small table, out of the way. Starlight is just fluffing the pillows on her bed, while you remove your scythe and place it in the closet. “There. That thing was a little heavy at times.”

“And you said Clang made that for you?” Starlight looks your way.

“Yep. He said not to use a prop when he could forge a real one. He just didn’t sharpen it.” You remove your robe and fold it as neatly as you can, then set it along with your mask on the table with the nuts. “There, just normal me now.”

Starlight walks up to you. “Good, the way I want you.” She rubs up against you and brushes her tail across your belly. Turning back, she gives you an inviting glance. “You can lose the shirt and pants.” She gives you a sultry look. “Like you, I’m big on socks and underwear.” Starlight winks.

You grin as you kick off your shoes and waste no time unzipping, unbuttoning and sliding off your pants. You give them a half-hearted fold and place them on the back of one of the two chairs at the table. Hastily, you remove your shirt and drape it with your pants. A rush of exhilaration courses through you now that you’re alone with your mare and in practically nothing.

Looking over at the bed, you don’t see Starlight. Then, you hear the sound of the door lock from behind you. Turning around, you see her there. Starlight licks her hoof and gives you a very amorous look. “We don’t want to be disturbed…right?”

That fervent sensation grows even stronger in you and you feel that familiar tingle in your groin. You walk over to her and pull her into your arms. “No, we don’t.” You reach out to caress her mane as you draw her into a passionate kiss.

“Mmm…” Starlight moves to stand on her hind legs and wraps her hooves around you. She pushes her lips against yours, as the two of you lip wrestle affectionately and savor the kiss for just a little longer.

The two of you pull back as the kiss ends. Smiling at her, you resume running your hand along the lengthy portion of her mane. She shares your happy expression and runs her hoof along your hair. “That was a nice start.”

“Yeah. Let’s move over to your bed.” You glance back at it.

Starlight nods. “Good idea. We haven’t really had a chance to do much with my new…bigger bed.” She stares at you with her bedroom eyes. “It still needs broken in.”

“Mm-hmm. I think I know a way. And…” You reach down and gently grab her butt. “I still want to check out these panties.”

Starlight shivers a little from your touch. “Ooh, I think you’ll like them even more.” She giggles as she runs her hoof along your cheek.

The two of you continue to gaze fondly at each other, while you both saunter over to her bed. You sit down on the left side, near the pillow end and Starlight sits right beside you. First, you slide in a bit and then your mare follows. “Nice and comfy…even more so with company.”

Starlight blushes as she runs her hoof along your bare chest. “It’s been a little while…hasn’t it?”

You nod, giving it some thought. “At least two…maybe three days.”

She nods in agreement. “Too long.” Starlight wraps her hooves around you and tilts her head.

You slip your arms around her as the two of you lock into a much deeper kiss. This time, as she pushes back with her lips, she opens her mouth just as you open yours. Your desire for her grows as you swirl your tongue with hers, not holding back an ounce of your mounting desire.

She reaches up to run her hoof through your hair, moaning as your kiss continues a while longer. You share her moan as you pull her closer with one hand and caress her mane with the other.

The kiss ends and a string of saliva glistens in the soft light of her room. It binds you two together for a few moments before it breaks. “There’s no question…we’re both definitely in the mood.” She bats her eyes at you.

You give her an endearing look. “Like you wouldn’t believe.”

Starlight gives you a sly smile as she playfully pushes you down and onto the group of plush pillows. She stays above you and leans down to kiss you. “Now then…” She turns around on you and presents her rear, more importantly, her panties. “I know you’ve wanted to check these out.”

“Oh yeah.” You reach out and run a lone finger along her covered slit. The scent of her arousal mixed with her delicate perfume and perspiration fills your nose. A second rub of her concealed curves dampens your fingertip as her dampness seeps through. Unable to hold back, you reach out and slowly tug Starlight’s cottony and spandex panties to the side, uncovering her treasure. Her marehood glistens with juice as you run the fingers of your free hand along her curvy slit. “It has been a while. You’re already this wet.”

Starlight titters as she glances back at you. “Yes well, I’ve been half aroused since I saw your reaction to them. That’s why I pulled away when you touched my cutie mark earlier.”

You chuckle. “I know. If you hadn’t, we’d have never made it to the Nightmare Night Celebration.”

“Uh-huuuuhhh….oh…” Starlight all but closes her eyes and moans softly. “That feels so nice…mmm, I love those fingers of yours.”

“Here, love them a little more…” You slip two into her and massage her wet walls, probing around for that right spot.

“Ahh…mmm, you’re almost to the right…s-spot. Just a little…uhh…yeah…” Her words collapse as you finger her right along her g-spot.

“This was so worth the wait…and after everything we’ve done tonight…I’m going to make this last.”

“Uh-huh…me too.” She looks back at you, that sly smile returns to her lips. “Now, let’s see how you’re doing.” Starlight’s horn lights up as she uses her magic to pull your underwear to the side. Your manhood stands tall and hard.

Starlight pauses to moan and pants as you finger her a little more, making sure to keep stimulating the right area. You prepare to speed up your fingers, but freeze as a surge of pleasure courses through your groin and jolts up your back. “Wahhh…ahhh.”

“Ooh, you’re nice and hard already.” She smiles seductively at you. “And what’s this? Leaking pre already?” Starlight grins shamelessly.

You half your eyes and give her a playful smile. “What can I say, you know how to get me excited.”

“I do, don’t I?” She snickers gleefully. Then starlight starts running her hoof along your smooth underside. “Now, where is your…”

“Mmm…oh, a little more…ahh…yeah…r-right…right there. Celestia…Starlight that’s good.” Staring at her marehood, you notice something else looks good. “Say, while you’re so close to me…” You place a hand on her cutie mark and lean front. Placing your tongue on her now protruding clit, you give her a slow lick up. “Mmm, not bad…in fact pretty good.”

Starlight shivers, then looks back, a rather silly and invigorated look is on her face. “That’s a fun sensation. You know; we’ve never really sampled each other before. I want to taste you.”

You grin and halt any actions with her, knowing this will be good. Your eyes close as you shiver. “Oh…Starlight.”

She runs her tongue along your shaft and up to the tip of your head, a little of your pre runs onto her tongue. “Hmm…you don’t taste bad either.” Starlight turns back and grins. “And you know this gives me an idea. It’s too bad we don’t have a can of…”

“Oh, whipped cream?” You look her way.

She nods. “Yes. Too bad I didn’t think to bring one.” Starlight sighs.

You caress her sexy leg. “Not a problem. It gives us something for next time. Besides, I think I know what we both really want.”

“Yes.” Starlight speaks in a silky voice as she turns around on you.

Looking up at her, you pull her down and kiss her. “Hmm, before we move on, you should probably lose some of that costume. Unless you want it to get all messy.”

“Oh.” She places a hoof over her mouth. “Good point.” Starlight thinks for a moment. “Okay, I’ll take care of my hat.” Her horn lights up and her hat moves slowly up and off her head. A portion of her mane that was tucked up in it falls free and adds to her beauty. Starlight looks over at the table and gently sets it near the bag of nuts. Turing her blue violet eyes back to you, she grins. “You’ll have to help me take off the dress.”

“Ooh, with pleasure.” You reach back and move part of her mane off her back and feel around for the…zipper. Slowly you pull it down and away from her back. It stops just shy of her rump. Starlight gives you an intrigued look as she helps you get her dress off her shoulders and pulls her forelegs through the tiny sleeves. In almost a teasing manner, you slide the dress down around her barrel and past her flanks, then let it slide down her hind legs. You help her remove it and then give it a heedless toss over toward the crowded table. It lands on top of your pants and shirt. “There, a lucky throw.”

“Not half as lucky as you’re about to be.” She rubs her nose along yours, while you comb your fingers through her mane. The two of you lock into another passionate kiss, only this time you pull Starlight down and move above her. She looks up at you and smiles, rubbing her hoof along your chest. Her horn lights up as she pulls her panties to the side and bunches them so they don’t slip back. “Make love to me.”

“I thought you’d never ask.” You stroke a lock of her hair, then place your hand along your hard manhood. You push the head of your member against her folds and slowly enter her.

“Mmm.” Starlight sighs. “All the way…”

You slide in to your hilt and rest your hands on her shoulders. “There.”

“Ahh…uhh.” Starlight pants, then she moans softly. “Oh, you’re so hard.”

“Mmm, Starlight.” You shiver and moan passionately as she gives your manhood a series of firm but tender squeezes. You could almost envision exploding inside of her, but there’s no way you want this to be over yet.

You lean down and give her another kiss. Then, she gives you a firm nod as she rests her hooves on your shoulders. Pulling back about half way, you slide back inside her. Gradually, you work into a rhythm as you start thrusting into and out of her. Every so often, as you slide in to your hilt, she gives you a loving squeeze, then releases you.

Starlight’s head sways back and forth as she casts out the most endearing and arousing sighs and moans, while you build up some speed. A few minutes pass and her legs begin to twitch. She calls out your name as you continue moving on her. “Oh…yes, this feels so good…I want you so much…tell me you want me.” Starlight moans and pants as her breath begins to quicken.

In between passionate thrusts, you lean down and brush your lips along her ear. “I want you so bad…it hurts.” You moan softly into her ear, then grunt a little as you focus on your loving duty. She gazes up at you and you look right back into her beautiful eyes. A surge of raw emotion courses through you as your manhood continues to throb. She was right, you feel very lucky indeed.

A few more minutes pass and you begin to feel your stamina start to waver. Starlight is panting and twitches more, but she manages to open her eyes. She gives you an earnest look and a devilish smile. Her horn lights up and she slows your movements to a gradual stop. She pushes you out of her, then gently flips you onto your back and moves on top of you. Starlight straddles her hind legs around you and sighs. She leans in close and kisses you. “I want to be on top.” A playful giggle leaves her mouth.

You reach up and caress her mane. “Anything you want, my love.”

“Good…sweetheart.” She gives you a very affectionate kiss. Then moves above you. Placing your hand on your mast, you steady it as she lowers herself onto you. Her folds slowly swallow your manhood as she slides down, taking you all the way into her again. “Mmm, you’re still so hard.”

You smile seductively. “Only for you…Starlight.”

She speaks your name, then starts to buck her hips on you. Starlight rests her hooves on your shoulders, while you place your hands on her cutie marks. Gradually, she builds up speed, her hair fluttering with each motion. Thanks to her turning the tables, she’s bought you some more time to savor things. You add a little of your arm strength to help her move a little faster and steadier. Starlight starts to moan as the motion between you both heats back up.

“Oh, Starlight, you’re so wet.”

All she says back is, “For you…ahh.” Her moans become a little louder and more frequent. Just like before, you and Starlight’s breathing begins to grow faster and shallower. Her body begins to tremble and her hide legs begin to twitch again.

Several minutes pass and Starlight continues bucking her hips. Your manhood is elating you with pleasure as it throbs and tingles with every up and every down she does. Starlight’s back finally arches and she looks down at you. She cries out your name and manages to speak. “Say my name!”

You firm your grip on her cutie marks and feel yourself near the edge. “Starlight…my Starlight!”

“Oh!” She moans long and frequently as her body quakes and trembles. “Huh? It can't be…I'm gonna...” Her head falls back and her eyes close. Starlight’s motion nearly stops as she gives your manhood a solid squeeze and lets out a small spurt. It’s followed moments later with two more. Unable to hold back any more you erupt inside her casting out four solid shots. She comes to a halt and squeezes you again; a final spurt flees her marehood and lands just below your belly button. You hold her cutie marks tight as you fire off two lingering squirts into her. You gasp and moan as she milks your manhood and finally collapses onto you. You catch her and place your arms around her as you both pant and gasp for breath, while your bodies quake with pleasure.

Several minutes pass before your breathing begins to calm. You caress her silky but somewhat mussed mane. Starlight finally looks your way and smiles, still like you a bit breathless. “W-wow…that was incredible.”

“Yeah, it sure was.”

She lets her head come to rest along your chest as she pants a little. “So worth the wait.” Starlight nuzzles against you.

“Oh, yeah.” You kiss her head and keep stroking her mane. “You were amazing.”

“I-I guess I was.” She laughs a little. “I…I’ve never squirted with a partner before. Usually only when I’m alone.”

You chuckle as your breath continues to calm. “Well, first t-time for e-everything.”

“Uh-huh.” You laugh again. Starlight lifts her head and looks at you. “What? What is it?”

“Nothing…I just love the way you say, ‘Uh-huh.’ You always sound so cute when you do.”

Starlight’s cheeks turn a touch red and she giggles. “You really do, don’t you?” You nod. She sighs contently and rests her head on your chest again. “Well, I’m glad.” She smiles.

“Uh, I hate to ruin the mood, but, we should…”

“Clean up?” You nod. “Already on it.” She moves a box of tissues over to the bed. “Here.”

Taking the tissues, the two of you clean up, just what you need to. Then you lay back down together. You reach down and pull the covers over both of you. “There. All cozy.”

“Yeah. Whew, that took a bit out of me.” Starlight yawns as she uses her magic to darken the lamp. “Time for some sleep.” She shares a short good night kiss with you.

You place your arms around her and Starlight places her hooves along your chest. “Yeah, sleep…sounds good. Mmm, see you in the morning.”

“Uh-huh.” You give her a squeeze and she sighs. “I love you…” Starlight whispers your name.

“I love you, Starlight.” You sigh contently as you both nestle close and slowly drift off to sleep. The two of you rest peacefully, bringing a perfect end to a most wonderful of nights.