In the Heat of the Night... No, Sweetie Belle, We Are NOT Having a Siesta! ( >д<)

by darf

Rating: mature
Tags: Fetish, Profanity, Scootaloo, Sex, Sweetie Belle, Apple Bloom, My Little Pony: Friendship is Magic, Other, Porn
Length: 7210

The CMC decide this Nightmare Night is a great time for—dun, duh-duh DUN—a demon summoning cutie mark, duh! Things go predictably awry... with sexy results!

Applebloom's stolen yet another dangerous book from Twilight's library (I'm sure she's done that in at least one story someone's written look it up), and now she and the other Cutie Mark Crusaders are up to no good on Nightmare Night. What will their ill-advised magical hijinks lead up to—and will it involve mostly consensual, albeit fictionally underage intercourse? Tune in to find out! (Yes. Yes it does have those things. No please don't go away wait I'll bake you cookies—) Pre-season 4 canon.

Content Warning: Foalcon, Transformation, Demon Cocks, Dubious Consent, Mind Control? (it's demonic sex pheremonones make up your own mind i guess)

Commission for Anonymous.

Entry in Scout Feather's Foalcon Writing Contest

An additional huge thanks to the entire community for reaching out during the writing of this story. It's good to be back. (I mean, who else is gonna write this stuff?)

Published 2020-02-21 06:10:02 UTC
Last updated 2020-02-21 06:10:02 UTC

Chapter 0: Intro (Because I Forgot I Wrote An Intro Basically)

It was 6PM, Nightmare Night, and the Cutie Mark Crusaders were gathered in their clubhouse—notably without their costumes. The club-house was slightly gloomy, lit by a combination of outside light creeping through the inexpertly-made windows and the lantern sitting on the table.

With a small grunt, Applebloom heaved a dark, black book the size of her entire head onto the table. It landed with a thump, and shook the lamp beside it, threatening to spill over before Sweetie Belle caught it with a hoof.

"Hey!" she said. "Be careful."

"What is that thing anyway?" Scootaloo asked, prodding at the strange-looking eldritch volume with a cautious poke. She eyed the book uneasily, as though she expected it to grow feet and begin walking at any moment. Books were, in Scootaloo's opinion, generally not to be trusted.

"Well duh, it's a book, silly!" Applebloom said, grinning. "I found in one of the back sections of Twilight's library when she was busy."

"That's where you're always finding weird old books," Scootaloo said. She eyed the newest entry in Applebloom's ill-gotten book-club with an eyebrow raised. "And they always get us into trouble."

"I'm pretty sure that's just a coincidence," Applebloom said with a huff. "Anyway, this one's special. It's gonna help us get our Nightmare Night cutie marks!"

"I'm not really sure I want a Nightmare Night cutie mark," Sweetie said, looking wistfully at her blank flank. "I mean, a cutie mark that only works one night a year doesn't sound like it would be very fun..."

"Just 'cause you get it on Nightmare Night doesn't mean it only works on Nightmare Night, doofus!" Applebloom smacked a hoof into her forehead. Forehoof. "If you get your cutie mark on a holiday, it just means its extra special, and you get to spend the whole rest of the year reminding everypony else about your favorite holiday. Pine Wreath still comes out of his house even though it's not Hearth's Warming, doesn't he?"

"Oh... I guess that's true," Sweetie said.

"So we have an extra chance to get super awesome mega powerful cutie marks just because it's Nightmare Night?" Scootaloo asked. Her eyes were wide, and she leaned forward.

Applebloom nodded. "O'course. Didn't anypony else hear stories when they were growing up, about all kinds of spooky magic happening on Nightmare Night?"

"Rarity told me a story about a vampire who couldn't find her sunscreen," Sweetie added.

Applebloom rolled her eyes. "Not like that. Stuff like... somepony waking up in the middle of the night to a knock on their door... and they went downstairs to open it and... nopony was there!" Applebloom's mouth fell open, eyes open, and began to shiver.

Now it was Scootaloo's turn to roll her eyes.

"Come on, that's lame! When I was at camp, I heard about a demon pony that kidnaps you if you're out without a costume... and if you've been bad, she bakes you into a pie and eats your soul... with ice cream!" Scootaloo shook frantically and grabbed her shoulders to try and hug away the vision of the demon pony.

"Jeez... that's pretty scary..." Applebloom said.

"What's so special about this book, anyway?" Sweetie asked.

Applebloom smiled and flipped the book open.

"It's a magic book! It's got all sorts of cool spells and pictures and stuff. I can't really read most of 'em... but there's gotta be at least one cool spell in here that'll help us get our cutie marks."

"We already tried getting magic cutie marks," Scootaloo said, adding a sigh. "Remember? We tried to grow mustaches for four hours and all that happened was I got a headache and Sweetie Belle thought she maybe felt herself grow an extra mane hare. Maybe."

"I was like sixty-four percent sure I felt it!" Sweetie yelled, crossing her forelegs in front of her.

"Quit it you two!" Applebloom shouted back. "It's almost night-time and we gotta get started before everypony else has the same idea and gets all the cool spells and cutie marks."

Sweetie, Scootaloo, and Applebloom shared a 'Cutie-Mark-Crusader' patented Look™. And a Nod™.

"You guys told your parents you were out trick-or-treating?" Scootaloo asked. She glanced nervously to either side.

"I told ma sis and brother that Rarity was taken us," Applebloom said.

"I told Rarity Big Mac was taking us," Sweetie said, her voice squeaking.

"I, uh... yeah. I told my parents I was with... you guys," Scootaloo said. "Heh," she said. Was I supposed to laugh, instead of saying 'heh', she thought? Quit reading my thoughts, Applebloom.

"Uh... what was I sayin'?" Applebloom said.

"You were telling us what's so special about this dumb book!" Scootaloo said, glaring. She sat back in the chair on her side of the table, leaning it on its hind-legs.

"Well... check this out, fer instance." Applebloom flipped a few pages through the tome and picked one out seemingly at random. "Look! This one has a picture of a pony in a circle... with wings! They're all spiky and spooky and stuff. Maybe we could learn how to fly!"

"This one has a picture of a bunch of things that look like twirlers... maybe they're for a dancing cutie mark?" Sweetie added.

"Woah! This one has a pony wearing armor with a big freakin' axe!" Scootaloo picked up the book and pointed frantically to the illustration she'd noticed. The pony in question looked the size of a small-building, if to-scale, and wearing armor that would have made a suitable battlement if not occupied by its herculean host. The armor was spiked. Scootaloo's eyes beamed. With stars in them.

Applebloom shifted nervously back and forth. She was the only one at the table not sitting.

"Well... maybe we could start with the wings, and if that doesn't work, we could try—"

"Battle-axe cutie mark crusaders, activate!" Scootaloo yelled, jumping up from her chair and waving an invisible war-piece around her head.

Applebloom's eyes darted back and forth. "Uh... yeah. That one."

Sweetie squealed and kicked in her seat. "I can't wait to be a pony of the night!" she said.

Chapter 1: Do 'Hijinks' Imply the Existence of 'Lowjinks'?

"Are you sure we've got this set up right?" Scootaloo asked.

In the past hour, the interior of the Cutie Mark Crusader's clubhouse had changed rather dramatically. The table, for one thing, had been dragged to the side of the room to make way for an elaborate arrangement of candles (actually tealights) and... what looked to be crayon lines, connecting and joining together in an inscrutable sigil on the floor. Five pointed all together, and a circle overlapping, with Applebloom standing in the center.

Applebloom sighed and help up the book's illustration.

"If you think you can read this any better than I can, be my guest."

Scootaloo stared hard at the scribbly, otherworldly writing. Almost all a mix of sigils and symbols, certainly not any words in Equestrian she recognized...

Scootaloo frowned and backed up a bit.

"Alright fine. What are we supposed to do next?"

Applebloom stuck her tongue out between her teeth and studied the strange writings on the book's pages. They'd definitely gotten the diagram right, it was as correct as it could be, given Sweetie's crayon-work... Oh, and there were some words, too! Near the bottom of the page... labeled 'Incantation'.

"I think one of us is s'posed to stand in the center and say this bit." Applebloom shoved the passage in question under Scootaloo's nose and pointed to it wildly. "See? This bit."

"Hold on, lemme actually see it!" Scootaloo brushed Applebloom's pointing away and squared up for another look at the supposedly legible portion of the book. "What the... this doesn't look like Equestrian to me!"

"Yeah, but at least they're using actual letters!" Sweetie Belle piped in.

"Exactly," Applebloom said. "You two stand on either side, like it shows here and here... and then I stand in the center and say the thing."

"This seems really complicated just for a spell to grow wings," Sweetie Belle said.

"All the more reason it should work!" Applebloom said. She pulled the book up and took a closer look at it.

"Uh... geez, these are some weird words... I'll try my best though. Uh... Ahem!" Applebloom cleared her throat loudly.

"Uh... "S-salve, salve?'? Uh... 'Est quiss...'...quees?... Leg... 'legere hoc?'

A cool breeze blew in the window, but it had already been doing that, so nopony seemed particularly interested.

"What the heck are you saying?" Scootaloo asked, her nose wrinkled.

"I dunno. It's just some old language or something. Lemme try the rest."

"I told you this wasn't going to work. Can we get to battle-axes already?"

"Ooh, or frilly things!"

"Shush! Lemme finish." Applebloom cleared her throat again. "'Auxilio... ope, in me... monastary... monasterium... virginum capti... et facit ut effingo...'"

"She sounds like she's ordering a pizza," Scootaloo whispered to Sweetie under her breathe. Sweetie Belle giggled.

Applebloom raised one eyebrow, but tried her best to ignore the distraction. Reading these words at all was hard work enough.

"'...mihi de his libros giant.'... Ego eaque suppo-na-tur,'... aught... 'aut... aliquid'... demon... 'daemonium ut adhiberet?' 'Quaeso, iustum auxilium'... Ooh, I like this bit! 'Stercus, stercus, stercus, moriturus sum!'"

The cool breeze continued to blow. Outside, scatters of laughing Nightmare Night costumers drifted through the trees. A tealight on of the sigil's five points flickered slightly. But that was it.

"Another bust?" Applebloom said. Her bottom lip bulged out.

"Aw, don't worry, Applebloom! I bet there's gotta be at least one spell in there that works," Sweetie Belle said. She move out of her spot on the side of the sigil and came to give Applebloom a big hug.

Her forelegs passed through air, and in front of her eyes, Applebloom appeared to fall apart, like wisps of campfire smoke caught in a strong breeze. One moment, there was a whole, yellow filly, standing in the middle of this strange circle... the next moment, the strands of her were blowing through the air... and then she was gone.

"Oh my gosh... where did Applebloom go?" Scootaloo yelled.

Where Applebloom had gone was somewhere, initially, very dark. Then, very dark and red. Then both of those things at once, with specks of white, like flecks of bone on a giant canvas of lava. There were no objects. Just color, in every direction, stretching out her senses and permeating inside her head. When she closed her eyes, still it was there. She opened them, and then forgot whether they were already open. She clutched them very tightly shut and held herself close and hoped against hope that this was just the very elaborate start of a water-park slide cutie mark.

When Applebloom opened her eyes next, she was no longer alone. Another pony was standing next to her—or, what initially looked like a pony.

The figure matched the illustration in the book quite accurately, but there were areas and accents that hadn't been properly captured, or perhaps couldn't be. The drawing in the book was of a plain, almost official looking pony, standing on all fours, squarely staring foreward, with full and thick bat-like wings protruding from its back. It had a thin, pointed tail, with no fur. It was facing away, so she couldn't see its eyes.

The pony in front of her was cut from the same fabric, but much closer to the seam. She was, in one word, curved. Applebloom had seen waists and haunches like hers in pictures the colts at playtime would crowd around. Snips and Snails had given her a peek once, of a very pretty mare with a very slim figure laying back with her hind-legs behind her head. For some reason it had made them both very excited, especially when Applebloom had offered to mimic the pose. Applejack noticed and pulled her away before she complete the necessary gymnastics, but she had still wondered what it was about that pose and that pony that'd made the colts so crazy.

This pony—bat-pony, she wanted to call it, even if that wasn't quite the right word—was glowing, too, almost imperceptibly. It looked like the blur that takes the road on a hot day had decided to circle her body, leaving a wavering distortion right where her body contacted the air. This pony was facing towards Applebloom. Her teeth were pointed, and her eyes burned a deep, solid, night-like black. Her tail waved behind her like a finger beckoning 'come-hither', and her wings were svelte and tucked close to her body.

Applebloom swallowed loudly.

"Uh... hello."

The pony looked surprised at first, as though it hadn't expected Applebloom to speak, and then as though it seemed to take a moment to register exactly what it had heard. It pondered Applebloom for a moment, circling her like a feral cat about to rip the throat out of its pray.

"Um... This is a silly question, but I don't suppose y'all can tell me where I am?"

The pony took another moment. It stopped pacing and seemed to study Applebloom, first in her face, then the rest of her body, looking along her like Rarity squaring up a dress for a mannequin. It took a deep breath, and then, finally, began to speak.

"Greetings. It's been some while since I've received an invitation such as this." The pony's 's' sound slurred slightly, like a tiny asp was wiggling at the end of its tongue, helping complete its sentences.

"Oh. Well, uh... your welcome?" Applebloom raised her forelegs in a happy shrug.

"Indeed. So I am to presume it is Nightmare Night again, and somepony has summoned me for an important tasssssk..." The pony began to walk around Applebloom, making its circle just a little closer each time. A boa constrictor, clenching around the neck.

"Uh... well, sorta. Me and my friends, uh, Sweetie Belle and Scootaloo... we're part of a team called the 'Cutie Mark Crusaders'! And we wanted to see if casting a magic spell on Nightmare Night would help us get our cutie marks."

The pony slowed its slithering movement and moved its face right next to Applebloom's. It stuck out a long, forked tongue, and licked the air beside her. A nervous bead of sweat rolled down the side of Applebloom's cheek.

"Normally, ponies only summon me for a very... ssspecific reason," the pony said. It kept its distance within inches, swaying its head softly from side to side. "Could it be that a specialty in the carnal arts lay in your future?"

"The what?" Applebloom asked, and scratched her head nervously. Was it just her, or was the temperature in this strange place much higher than it had been inside the clubhouse?

"Hmm." The pony finally drew away its face, and seemed at last to come to a conclusion about what to do with the tiny filly it found itself faced with. "Perhaps a... demonstration is in order..."

For some reason, Applebloom couldn't take her eyes off the pony's hoof as it came towards her face, and traced a soft, subtle line down her cheek. Applebloom felt a cold chill down her spine. She felt the somewhat oppressive heat of the new place. But she also felt a strange new heat, somewhere between her legs...

"You know, I don't know, uh... I mean I was wondering... what type of pony are you, anyway?" Applebloom asked.

The dark pony smiled. "Who is to say I am a type of pony?" She giggled. "You may call me 'Desmona', if your lips ache so for something to do..." Her hoof, down Applebloom's cheek again. What was that feeling? It was starting to grow. It felt a little bit like rubbing up against her pillow late at night when she was sleepy, all warm and fuzzy and kind of tugging at her to go somewhere...

"You're not a... a pony?" Applebloom was finding it hard to talk for some reason. Her thoughts were clouding up. It felt like a big piece of cotton candy had been shoved into her head up through her nose. Scootaloo and Sweetie Belle were back somewhere at the club-house, she needed to find a way to talk to them, or to...

Mouth. A hoof was on her mouth.

"Come here, little thing. Let me show you about the magic of the night."

When Desmona pulled Applebloom's mouth to hers, the words in Applebloom's head narrating what she was feeling faltered to pieces. She could feel scraps of things she was trying to remember, the book, Nightmare Night, always something about cutie marks... but it was all leaving now. She wasn't thinking, or was only thinking with her body now, and something about it felt different than anything she'd felt before. A kiss on the cheek from her grandma felt fine. A kiss on the forehead from her big brother was nice. She and Sweetie Belle had practiced kissing once or twice to see if they could get it right, and then what all the fuss was about. That had felt... pretty good. But this was something else.

Applebloom felt on fire. Her lips were pressing into Desmona's, and she felt something else—a tongue, tapping ever so lightly at her lips, as if requesting entry—and then, before she could acknowledge it, shoving in, taking a taste of hers, stealing all her breath—and then stopping, Desmona pulling her back, softly, with one hoof, a heavy strand of saliva dangling between their lips. Applebloom broke it as she opened and clothed her mouth, dumbfounded.

"What... what was..."

Desmona giggled. "You are very fun to kiss, strange creature. I imagine you and I will have fun tonight."

"Fun..." Applebloom mumbled, staring vaguely in a forward direction for a second before snapping suddenly to attention, her eyes fixed intensely on Desmona's lingering hoof. Then on her lips. Then on her...

"Woah," Applebloom said.

Desmona was, suddenly, possessed of a new appendage between her legs. Applebloom couldn't take her eyes off it.

"Do you like what you see?" Desmona asked, raising a hoof to her mouth and giggling.

"Well, I, uh..." Applebloom's words were fuzzing again, she needed... what was it she needed again? To know more about... Desmona, yes. She was very important, just talk to her... "I've never seen one that uh... big before."

"Do you want to touch it?" Desmona asked, smirking.

Why did it feel like she'd just been asked if she wanted a free fifteen seconds at the candy store counter? Something else was bubbling inside, along with the fire, an excitable little spark that made her want to push, and go, and listen to everything the curvy black demon—oops, spoiler alert—was saying.

Applebloom couldn't help it. She nodded.

"Uh-huh," she said. She licked her lips.

"Then, by all means." Desmona stood on her hind legs and offered the body-part in question. Her cock—and yes it was that, Applebloom had heard the word once or twice, usually in the mouth of someone like Snips or Snails—she knew that was what colts called them, anyway. Mares didn't... well they didn't usually have them, as far as Applebloom knew. And Desmona's looked so... well... big. It was very, very big. Almost the size of Applebloom's foreleg. It was black, just like the pony\demon's coat, and it had thick veins running up it, which it occurred to Applebloom would look weird if they didn't look so... tasty? Applebloom caught herself licking her lips again. Why did she want that big thing? In her hooves, in her mouth? She was drooling a little bit.

"Go on," Desmona whispered. "Touch it."

Applebloom's fur stood on end. She raised a hoof, and did as she was told.

It felt like grabbing onto lightning. Her whole body was on fire, but especially between her legs. Her special place, her girl-pony spot... her cooter, that was what Applejack called it. Like that mare in the magazine, her... p-p-pussy. Her pussy was on fire.

"Oh," Applebloom murmured. She clenched her hind legs together tightly.

Desmona smirked.

"Do not hold back, little thing. Show us what you would like to do."

Only because she knew she should, and because she wanted it so bad, Applebloom felt herself lean forward and lick the head of the thick, black cock half-hard in front of her. It twitched. And tasted like hot salt and fire between her legs.

"What... what is going on?" Applebloom asked. She was starting to sway a little from side to side, losing her balance, she should just, she should just, hold on, to this, big, juicy, delicious looking cock in front of her.

"Ssssuck it," Desmona hissed.

Without a pause, Applebloom opened her mouth and slid as much of the cock inside as she could. It was about four inches before she felt herself begin to choke. But she didn't stop for another five seconds or so, before she really started gagging, and Desmona pulled her head back by her mane. Spit went everywhere, most of it dribbling from Applebloom's mouth.

"So... good..." she mumbled. She was staring at Desmona's cock, grinding her hind legs together now. A trickle of wetness was trickling down her left hind-leg and onto the floor, where it had already begun to form a tiny pool, that shimmered and hissed in the strange temperature.

"Yes, little thing, it is very good. And it is something I can teach to you, if you are willing to learn." Desmona grinned, her eyes wild.

Applebloom's head bobbed up and down slowly before she noticed herself nodding, and then decided to nod anyway. She was sure of this. Desmona was helping her. She was helping her a lot, helping her feel really... special...

Desmona lowered herself to all fours, then gently guided Applebloom to the ground, laying her on her back. Applebloom crossed her legs by instinct, but Desmona pried them apart with a smirk, feeling Applebloom's miniscule resistance melt away with just a feather touch. Her legs were spread, and her cooter—pussy—was soaked.

"Now let me touch you, little thing." Desmona lowered herself over Applebloom, so close their faces were almost touching. Applebloom could feel the heat of the strange pony's breath, as hot as the fire between her legs. She followed Desmona's glance, then felt the tiny sparks detonating all along her neck as Desmona began to kiss her there. Agonizingly slowly, moving ever-so-slightly, nibbling on her shoulder there, her neck, her earlobe...

"Oh, jeez, what are you doing?" Applebloom asked. Her hips had begun to buck up just a bit as Desmona touched her, seemingly without her knowledge.

"I am teaching you what you will be capable of," Desmona replied. She continued her kisses down Applebloom's stomach, to her belly-button, to down between her legs...

"Ahhh!" Applebloom couldn't help but shout. Desmona's lips were leaving a tiny trail of kisses along the slit of Applebloom's tiny cunt. Each kiss, she let out a yelp, and jumped as though she'd been shocked.

"Why does that feel... so good..." Applebloom panted. She was sweating a lot now too, her whole body felt slick, she was grinding her hips up into Desmona's mouth...

"It is the power of carnal knowledge, young thing. And it is my gift to you this Nightmare Night."

Before she could process what was happening, Applebloom felt a tsunami of pleasure surge through her body. Desmona had begun licking or sucking on something and suddenly Applebloom's whole body was going crazy. She could feel every inch of her skin alight, feel a strange force moving her hips back and forth, rocking them into this strange pony's mouth. She heard herself making sounds she didn't even know were proper words, that she didn't know she was capable of making, howling like one of the wounded animals that would prowl the apple farm at night. Her pussy clenched violently at Desmona's mouth and tongue as she bucked her hips up again, lifting her whole lower body off the ground three or four times before collapsing back onto it. Panting as though she'd just run straight home from school.

"Woah," Applebloom said again.

As Desmona smirked, the air of the room itself began to sizzle and spark. Her cock began to get hard between her legs.

"And the night is only beginning, my pet..."

Chapter 2: I Ran Out of Chapter Names But This One Has Sex In It Heh

"I think we should definitely go get somepony," Scootaloo said. It had been five minutes in the club-house since Applebloom disappeared.

"What are we gonna tell them—Applebloom disappeared while we were doing a forbidden magic spell in a book we stole from Twilight's library?" Scootaloo asked.

"Well we have to do something! Applebloom's been gone for like, an hour, and she might never come—"

This time the breeze was felt by everypony present. Sweetie Belle, Scootaloo. And there, now. Applebloom. She looked...

"Applebloom! You're safe!" Sweetie dropped the book she'd been studying for any hint at Applebloom's location and ran over to her friend to hug her. She paused just as she stepped near. "Woah," she said. "Applebloom, you look—"

"Different?" Applebloom finished, smirking. That was an understatement.

First, there were the wings. Not as long and slender and commanding as Desmona's had been, but certainly impressive for a filly of Applebloom's size. They were black too, with a shimmery silver glow along the edges. There was Applebloom's new tail, pointed and sleek and curved, and... were those fangs?

Scootaloo couldn't take her eyes off the new Applebloom. Ponies appearing, disappearing, or reappearing with vampire fangs... it was already a way beyond normal Nightmare Night.

"Did you two miss me?" Applebloom asked with a giggle. She held a hoof up to her new teeth, letting them shine out just from behind under the dim lamplight of the clubhouse.

"Of course we did, dummy! We were super worried about you!" Scootaloo said. "What the heck happened when you said that spell?"

Applebloom's fangs gleamed as a hint of moonlight hit them from the window.

"Let me show you," she said.

The first thing Scootaloo began to notice was the heat. The club-house was normally quite cool and damp, and since Sweetie's failed attempt to install a heating system had almost resulted in a forest fire... why was it so hot all of a sudden? Like the whole room had started heating up...

Then there was the smell. It wasn't anything Scootaloo could put her hoof on, nothing she was sure she'd smelled before, except maybe... she put an awkward hoof between her legs and felt the tiny bit of moisture that had begun to gather there.

"Oh," she said quietly.

The last thing was Applebloom. She was here now. Not just back but—here. In front of Scootaloo's face.

"Hi," Applebloom said.

"Uh... hi," Scootaloo said. She looked around the room, to see if she was the victim of some kind of Nightmare Night prank (Applebloom was definitely cunning enough for the long con), but there didn't appear to be anypony lurking in the shadows... and her heart was beating faster, she could hear it in her ears. What was Applebloom—

"Kiss me," Applebloom said, her breath hot on Scootaloo's face.

"What?"

"What?!" Sweetie Belle squealed from the other side of the room.

Applebloom just leaned forward.

As though she'd been the one practicing, Scootaloo felt herself leaning as well, her lips finding a natural place with Applebloom's, like they fit just there. Applebloom's lips were different too—a deep scarlet, like lipstick—and they were hot, and wet, and smothering, but intoxicating, like a food she couldn't stop eating, she could barely get her next breath in before—

Applebloom ran a hoof along Scootaloo's back, fluffing the feathers of her wings and rubbing softly at the base of her tail.

Sweetie Belle couldn't keep herself away. She wanted to know what was going on.

"Why are you two..."

The second she came within a foot of the lip-tangled pair, Sweetie Belle felt it. The heat. The lightning setting her fur on end. The... funny feeling in her special bits. Her 'cunny' was all... funny.

"Applebloom, what did you..." Sweetie's question trailed off as she took in the sight in front of her. Memories of the soft, squishy play-acting that kissing had seemed like with Applebloom flooded her consciousness, but they seemed stronger now, and she remembered a funny feeling from back then too. She wondered if Scootaloo was feeling a funny feeling like that now. She looked, and could tell almost immediately that Scootaloo was coping with just as much sudden excitment in that area as she was. And now Applebloom's hoof was—

"Ohmigosh, Applebloom!" Sweetie Belle's voice hit it's highest pitch, bouncing off the walls of the clubhouse and drowning her own ears in the sound of her pleasure. She'd never made sounds like those ones before, but she'd heard them sometimes from her sister's room, when she had colt-friends to visit. She always said they were getting excited playing video games... but then would always refuse to let Sweetie play when she asked afterwards. So what was... that was the best feeling ever. Was that what Applebloom had learned on Nightmare Night? Because if so, it seemed like a pretty good deal.

"Don't think I forgot about you, Sweetie," Applebloom drolled, her soft, sultry mouth suddenly next to Sweetie's ear. Sweetie felt the tickle of a tongue on her earlobe, and a jolt ran up her whole spine, starting at the epicenter of the touch and running all the way down between her legs.

"Applebloom... are you going to help us get our Nightmare Night cutie marks too?"

That was the last bit that was different. Applebloom's flank, no longer bare. A inverted cross, with bat-wings.

Applebloom gave her a fanged smile. "Do you like it?"

"What does it mean?" Sweetie asked, feeling the heat more intensely than ever.

"It means I can do this."

Applebloom raised her forelegs up and held one hoof out on either side of her head. A veil of dark smoke began to gather out of nowhere, swirling around Applebloom's hindquarters like an intricate dress, spinning ruffles and flourishing fragments beginning to disappear, just like she had, until...

"You're a colt now?" Sweetie squealed, eyes bulging wide.

Applebloom shook her head side to side slowly, still smiling with nefarious fangs. "Uh-uh. I can do this—" she gestured to her new, floppy appendage "—whenever I want." Her grin beamed. "And a lot more too."

"Like what?" Scootaloo asked. She hadn't moved, but the second Applebloom's cock had appeared, her eyes had been glued to it. For no reason she could describe, it looked both cooler than a new skateboard and nicer than a... sweeter than a... it looked hot, okay? It looked frickin' hot! I know everypony thinks I'm a les, a les... a lesbinem, okay, but I don't care, I wanna see what a dick feels like, I wanna see what a cock feels like. I wanna have that horsecock from that Applebloom in these hooves right now or I'm going to stop narrating my thoughts and do something about it. Applebloom are you listening?

"Like this."

Scootaloo felt the 'swoosh'—she would describe it as a 'swoosh', perhaps magical in nature—scoop her up and spin her, not so many times she couldn't keep track of where she was, but just once, so she was facing away from Applebloom. And then it plunked her back on the ground, face forward, backside bent up towards the object of her previous internal paragraph. The swoosh spread her legs for her, giving her free reign to drip girl-juice all over her own pony-pussy and the floor of the club-house. Sweetie Belle had joined the party in the department as well.

"Just relax," Applebloom said, her voice barely above a whisper. A cool mist seemed to float out from her wings, the same color silver as their edges, slipping into the air, permeating it like a fog.

Scootaloo inhaled and felt a mouthful of the fog fill her lungs. She swallowed and all her body and fur began to tingle, like they were sparkling from the inside. Her underage hole was desperately begging for attention, winking furiously as Applebloom pressed the tip of her brand-new Nightmare Night cock-head against it. Scootaloo thrashed and rocked her hips up, but it was no use—Applebloom was in control, and she was taking it slow.

First just the very tip. The first anything Scootaloo had ever had inside her little pussy.

"What does it feel like?" Sweetie blurted out, unable to contain her excitement. Who doesn't love sentences like these where you explain how the character feels after you describe it? Cut it out Applebloom. Sweetie's hoof found its way between her legs, and she began rubbing herself softly, just above the top of her special place. It felt so warm, so good. Why did it feel so...

"Shut up and lemme feel it first!" Scootaloo yelled back. Applebloom had worked in maybe an inch, and Scootaloo was feeling it. She'd never felt anything like this, never imagined something could make you feel this good. She'd never felt the urge to use a list of adjectives to describe how she felt so much. This is what it is. This is better than a cutie mark. I want it. Please. More.

Applebloom was squinting a little bit, like she was balancing something with difficulty on the end of her nose. She concentrated very hard as she slid forward, but the feeling her face was articulating didn't seem to go away. Her grimace of concentration shifted into an 'uh-oh'.

Apparently magick cocks take some getting used to.

Scootaloo felt like she was still counting breaths between inches forward when she noticed her little cunny getting a lot warmer—and a lot wetter—all at once. Sticky, too, like somepony was dumping a lot of hot sugar, or—

Applebloom's couldn't keep her eyes open—she shut them hard as she tried to pull back and out of her friend. She didn't know what the effect of magick-slash-possibly-demonic-pony-semen might be on her friend, but she had a feeling it could be the start of a whole new mess. With a lot of luck, she managed to pull out all the way before the tingling surge she felt in her balls—and yes, she had a set of those too now—began to overtake her. This was different than a filly's orgasm, it felt, kind of more urgent, like it was a big mallet hitting her in the back of the head all of a sudden, and, whether she liked it or not, she was—

"Cumming," Applebloom mouthed, as though the word would have any importance to her friends. It was a load in proportion to the size of Applebloom's new, and very generously sized cock—that is to say, absurd, for a filly her size. Scootaloo saw Applebloom's cock jerk as it began to spray a huge, sticky load of white cream all over Scootaloo's bare pussy. A lot of it went up and began to drip down her stomach. The rest pooled between her legs, where it began to join her own juices on the wooden floor. And for some reason, she knew she needed to taste it.

Like she was watching her own hoof, possessed, Scootaloo reached out to grab a bit of the white goop. She brought it too her mouth slowly, but without hesitation, opened wide, and licked her hoof clean. Sweat began to gather on her forehead. Her wings fluffed out, like someone had turned the temperature up in a very specific smelling sauna. The feeling between Scootaloo's legs got even worse. And she hadn't even gotten full.

"Can you teach us to do that?" Sweetie Belle asked, staring open-mouthed at the still-twitching black cock between Applebloom's legs. A thick dribble of cum leaked from the tip of the head down to the floor. Splat.

Applebloom, breathing heavily, nodded.

"Uh-huh. All you gotta do is... say this with me."

Sweetie Belle looked to Scootaloo, who looked to Applebloom, who looked back to Sweetie Belle. Cutie Mark Crusaders rule.

"'Cum adolescit vetiti fructus in tenebris'."

"'Cum adolescit vetiti fructus in tenebris'," came the dual echoes back.

The smoke. Like burning of a whole city, enveloping. Coughing, like ash, and still the smoke, it was winding, everywhere, it took up the whole room, everything was evaporating—

No. Just them. Winged. Slender. Desperate for each other.

"Wow," Sweetie Belle said first. She flexed her new wings. She'd never had those before.

"Wow." Scootaloo looked between her legs. She'd never had one of those before.

The room settled for a moment. It reeked of tealight's burning and wet filly-fur and hot sex and the strange silver incense that seemed to seep from all the girls' wings now. Nopony said anything for a moment.

"Do you wanna put it in?" Sweetie Belle finally piped up, laying on her back and gesturing towards Scootaloo's new hanger.

Scootaloo nodded hungrily. "Uh-huh." She made her way toward Sweetie's waiting cunny like a starving wolf, and took a second to stare at her prize before she had her feast.

Sweetie's little pony-pussy was soaked, yes, but seemed a special kind of soft. Her creamy white fur looked a lot like Scootaloo's pussy had after getting covered in a load of Applebloom's jizz. Except, when Scootaloo ran her hoof along Sweetie's slit, there was no thick goop like the kind that had shot out of Applebloom's cock. Instead, Sweetie's silky fur slid under her hoof, and Sweetie squealed and arched her back, letting Scootaloo's hoof slide all the way down her slit. She traced it back up, noticing the way Sweetie shivered every time she seemed to hit a special spot.

"Ooh... that feels so good. If... if it feels this good, then what is that gonna feel like?" Sweetie managed a weak point at Scootaloo's now heavily engorged member.

"I bet it's gonna feel real good," Scootaloo said, lining up her shot. She wasn't as patient as Applebloom. She wanted in.

"Oh, Scootaloo!" Sweetie thought it was cheesy, but she couldn't help her self. She threw her forelegs forward and wrapped them around Scootaloo's surprisingly strong frame as Scootaloo began to, and finished burying her brand new cock inside one of her best friend's pussies.

"Holy cow! This feels way different than usual. It's like... cool!" Scootaloo felt a warm fog pass through her, making her forget only about body movements. Hips back, line it up, press the head there... watch it sliiiide in, parting Sweetie's cute white little lips into bright pink as it went... bury yourself inside that sweet little cunt, and—

"Fuck! That feels so good!"

"Scootaloo! Don't... d-don't swear..." Sweetie Belle protested. She put a hoof to her mouth to try and stop her frantic squeaking as Scootaloo pounded her pussy into next week, but it didn't do much. Either the silver mist was doing a good job muffling, or everypony in a three mile radius was hearing what Sweetie Belle sounded like taking her first big, hard cock.

"Why don't we give her mouth something to do so she can't use it for swearing?" Applebloom asked. With a wave of her hooves, her cock and balls vanished, returning her equipment to its original state—minus the strands of cum dripping from her to the floor, anyway. Yes, having a stallion's tackle felt different, even amazingly different—but Applebloom had done a lot while she was gone that she had yet to tell her friends about. And, more than anything, she wanted Scootaloo's mouth on her pussy. Now.

Scootaloo opened her mouth like a dog as Applebloom took a position over her face. No words were necessary—both ponies knew absolutely what their hearts and bodies wanted. The minds weren't necessarily in on the decision, but they were very happy about it regardless.

"Yessss... that's it," Applebloom said, hissing slightly, like a certain bat-winged pony she had recently met. "Put that mouth to good use."

"Mmmm..." Scootaloo couldn't talk, but she still managed to groan and murmur into Applebloom's cunt as she lapped at it. Her tongue was hungry, tasting between Applebloom's lips for a while before deciding to detour to her clit. It was no longer the first time somepony had touched there, but Scootaloo doing it felt world's better. This was her friend, somepony she knew and trusted and loved. Somepony who was currently railing their other best friend so hard it looked like she might lose consciousness. Wholesome, family-friendly Nightmare Night fun.

Sweetie had given up on containing her noises utterly, and was just grunting them, muffled, into the wood floor over and over again. Scootaloo had both hooves on her hips and was slamming into her mercilessly, apparently too in love with the feeling of the rough impact to stop.

"Scoots... I t-t-think I'm g-gonna..." Sweetie's words stuttered with the timing of Scootaloo's thrusts interrupting. "My... s-special place—"

"Your pussy!" Applebloom yelled at, mashing her pussy even harder into Scootaloo's face. Scootaloo met it with a vigor equal to her pounding, lapping furiously at Applebloom's clit as though possessed. Applebloom ran her hooves through Scootaloo's mane as she moaned, and threw her head back.

"—my p-pussy!" Sweetie shouted, her voice reaching before unheard of volumes. "It f-f-feels, so, s-so, g-good..."

Sweetie couldn't hold out any longer, and neither could her voice. They broke at once, Sweetie squealing higher up until she hit silence. Her legs wrapped around Scootaloo as she came, her special pl—her pussy squeezing like never before, wrapping around Scootaloo's big, brand new, fantastic cock, as it slammed in and out of her.

"Mmmph!" Scootaloo murmured. "Mmghmmna—"

"Me too," Applebloom said, her voice shrinking down to a murmur.

Scootaloo didn't have Applebloom's precautionary instinct, and besides a lot more stamina, opted not to pull out. The visual effect was not entirely different. Scootaloo came so much it looked like a flood, gushing out of Sweetie's still winking pussy as her hips bucked upwards. Scootaloo rocked her hips back and forth, buried as deep as she could get, as she felt the new sensation of her balls unloading load after load of sticky cum inside her friend. Her whole body seemed to seize with the effort. She could barely pull out, but then, did. Her cock twitched, once, and loosed a last spurt of jizz that hit Sweetie on the cheek. Scootaloo fell backwards as Sweetie's legs relaxed their grip.

Applebloom, huffing, stood up from where Scootaloo's face had been, walked slowly to the wall of the clubhouse, and lowered herself carefully onto the floor, sitting on her butt, her hind legs slightly crossed. Her cunt still sticky with her own cum and Scootaloo's girl-juice.

Sweetie who had almost passed out had, actually, passed out. Her eyes had rolled back in her head as she was cumming, and now she was out like a light, snoring sweetly like a little marshmallow with an ice-cream mane.

Somewhere far above the clubhouse, in the last glint of the moon before a swathe of clouds envelopes it, a winged pony gives a knowing, fanged smile.