“Ohh, why did I ever agree to go off on my own? I’ve been into the forest many times, but not in the middle of the night...” Fluttershy whimpered nervously as she glanced around at the dark and foreboding underbrush of the Everfree – one of the deadliest locales in Equestria, even compared to the quarray eel nests of Ghastly Gorge...which her friend Rainbow could attest to the incredible danger of firsthoof.

Despite its supposed danger, Fluttershy hadn't been accosted by any Everfree predators for a while...perhaps it was her growing reputation as a mare who could Stare down a gods-damned cockatrice and win. Smaller woodland critters rejoiced at her presence, and manticores only retained their aggression for a moment before realizing who she was and backing down. That could easily be attributed to how often she helped them, but the behavior from the timberwolves tonight was a surprise – she could hear their rustling and whining fading off into the distance, giving warning howls all the while. As far as anypony knew, including herself...timberwolves were some of the foulest, most vicious examples of golemancy known to ponykind. Their cruelty knew no equal, not even among true villains such as Lord Tirek. Even a power-hungry tyrant like the centaur would keep you around as long as he found you useful, but timberwolves took no quarter – they hunted ponies for sport, for the thrill and challenge of the kill. The truce they usually afforded her was tenuous and out of begrudging respect at best, never the "fleeing in terror" sort of intimidation that they'd usually be instilling in ponies.

Their victims were always brutally mangled, left for other scavengers to pick apart. The prevailing theory was that timberwolves were self-perpetuating creatures that did not need food; enchanted constructs that fed off of the Everfree’s boundless wellspring of wild mana and used it to reconstruct themselves, combine into larger forms, and protect themselves from "normal" fire. The wild Everfree magic that fed their cores was not something that the average pony would be able to cast a dispellation for in laboratory conditions, let alone during an ambush from a whole pack. Someone could smash them to bits as many times as they liked, but timberwolves would never rest until all intruders to their domain were dealt with - they would merely recombine into some massive titanic beast and squash the interloper to paste in a single, brutal strike.

With all these terrifying and disheartening facts about timberwolves in mind, the realization that they were fleeing from her tonight was more than enough to give her not just pause, but also a heaping amount of heart-stopping terror. Was it more likely that they were fleeing from her...or from something that was following her?

Squealing in fright, Fluttershy charged through a gap in the canopy and into the open air above the Everfree with enough sudden acceleration to make Rainbow Dash jealous. Broken feathers and loose leaves fluttered downward in her wake like confetti, and as she took a hesitant look at her surroundings to make sure nothing was about to pounce on her, she breathed a sigh of relief. Typically, flying above the Everfree took a suicidal level of recklessness due to the unreliable and fierce air currents. More often than not, they manifested as howling gales that were just as likely to carry you off into the depths of the forest as they were to slam you into the ground at wing-snapping speed – but the mare considered it an acceptable risk, given that the alternative option was getting eaten alive.

As she gazed up at the moon’s soft, soothing glow, the mare found herself utterly entranced by its beauty. Round, large, and almost blinding to stare at directly, it was the brightest full moon that she could ever remember seeing. Wide-eyed and slack-jawed in supernatural hypnosis, Fluttershy scarcely even noticed when her body started to...change.

The tickle that danced across her vertebrae like a xylophone was enough to yank her from her thoughts, and she glanced down at the fetlocks at her hooves with terrifying familiarity as their shaggy, unkempt length brought her mind’s eye back to that night several years ago – one where she became a monster, chasing her beloved friends through the Sweet Apple orchards like an inequine beast of legend, a scary story told on campfire nights among friends.

Her eyes – in the process of shifting from gentle teal to bone-chilling red – widened in horror as she felt the familiar sensation of sharp teeth poking into the inside of her lower lip.

“Oh, Celestia...Oh, Luna...please, this can’t be happening to me, this can’t –” The distracting sensation of her ears growing tufted and becoming dramatically more sensitive quickly paled in comparison to the feeling of her beautiful, downy wings shedding every single feather within a few flaps, leaving behind two fleshy, clawed bat-wings. The pins-and-needles sensation of loss that danced across her wings paled in comparison to the horror she felt as she watched her butter-yellow feathers cascade onto the forest below in a sudden downpour. Overcome with confusion and grief, the freshly transformed mare was barely able to keep flapping her wings long enough to let her land hard on the loamy forest floor, curling in on herself as she attempted to rationalize what she’d just experienced.

“I-I don’t understand...there’ve been so many full moons since then...why haven’t I transformed into this before now?” After a moment's consideration, she quickly thought of the answer to her own question. “Oh, Fluttershy, it’s so obvious...this never happened before because I’ve always been deathly afraid of being outside during a full moon,” She mused to herself. “My own superstitious fears getting me in trouble again. Ohhhh...”

A thought occurred to her, though – as terrifying and unexpected as this form was, she could use a batpony’s unique abilities to her advantage right now. "If those stories about Luna’s special forces are true, then I should have no trouble finding Trixie...even if she might have a heart attack when she sees me...oh, dear...” Shaking her head, Fluttershy cut off her own train of thought and took to the skies once more.

Unlike her old wings, her new bat-wings kept her eerily silent as she took off. Flaring her nostrils, she slid her eyes closed and took a deep draught of the cool night air, slowly exhaling as her brain processed the barrage of signals it was receiving. The flood that assaulted her from a single inhale nearly floored her, and she couldn’t help but gasp in shock – she could sense everypony walking through the forest, and the miscellaneous forest creatures besides, but the group that stuck out to her the most was that of Pinkie and Twilight – the baker's heady, flavorful scent was like catnip to her enhanced nose. Even through the dense forest brush, she could sense the mare’s exact location like a beacon of sickeningly-intense sweetness—it was enough to make her teeth ache just from the smell. Thinking about how the mare could ever avoid diabetes caused her thoughts to stray to how high the mare's blood sugar must be...she found herself drooling without even realizing. The alicorn would be an even rarer treat. The things she could do with such power...

Her eyes widened for just a moment as she realized where her thoughts had strayed, but her higher thought processes were swiftly overtaken by a vivid, all-consuming bloodlust before she could mount even the slightest mental defense. Containing the rampaging predatory instincts inside her was a futile effort – ponies, being a prey species, had no experience with keeping such visceral, primal emotions in check. The drive to consume was all-encompassing, and as strong-willed as Fluttershy might’ve been – it still wasn’t enough. Her eyes shone red with supernatural power, and the kind and gentle Fluttershy knew no more.

“Pinkie, please, I’m trying to focus here...” Twilight was so incensed by this point that she nearly growled the words out, gritting her teeth in barely-withheld vitriol. She was already physically and mentally exhausted from the lack of sleep. Combine that with the frustration of a seemingly futile search for a mare she wasn’t exactly fond of to begin with, plus the ordeal of having to try and keep Pinkie under control – ‘Yeah, right, because that’s gone so well the other times I’ve tried it,’ she chastened herself mentally – had all combined to push her to her breaking point.

“What d’you think Trixie’s favorite color is? Maybe if we make a flag of that and wave it around she’ll see it and come right to us!” Pinkie continued to babble as she pronked through the forest astride the beleaguered Princess.

“Pinkie, everything else in the forest would come running to that, too...” She groaned, only barely suppressing her intense desire to find the nearest tree and headbutt it repeatedly.

“Oh, that’s a good p—” Twilight’s ear flicked as the pink menace’s endless prattling finally, mercilessly ceased...but the fact that it had done so suddenly, in the midst of the most dangerous forest in Equestria, had her nerves fraying all over again.

“Pinkie? What’s—” Turning to address the mare who’d been astride her, her heart skipped a beat. The blinding beacon of pink she was expecting to fill her vision was nowhere to be seen. “Oh, Celestia. Pinkie?!” She shouted frantically, forgetting for a moment that she was deep within an intractably dangerous territory and definitely should not have been shouting. Moving her gaze hither and thither in a panicked attempt to locate the other mare did nothing but make her mildly dizzy, and this disorientation allowed ample time for the pale-yellow predator stalking her to make its decisive move. Moving faster than Twilight could blink, let alone react, Flutterbat pounced.

Twilight let out a brief, startled yelp of surprise as she was driven into the forest floor with enough force to knock the air from her lungs, landing with a gruff, wheezing exhale as the weight atop her pinned her down. On impact, her head slammed into the stick- and leaf-covered ground so sharply that stars danced in her eyes, and she was only barely coherent enough to recognize the pastel pony above her. “Oh, Fluttershy, I’m...so glad you’re here...something just...” Twilight panted out heavily between deep gasps for air, struggling uncomfortably beneath the friend pinning her down.

Why hadn’t the mare acknowledged her yet? And...why could she feel drool dripping down onto her?

With the bright moonlight giving the frazzle-maned mare standing above her an eerie backlight, Twilight, at last, realized the true nature of her assailant.

‘Is that...no! NO! It can’t be! I dispelled that transformation enchantment years ago!’ Twilight’s academic mind raced at the implications. Had her counterspell been incomplete in some way? Had something in the forest done this to her? Or, had…

Had she always been like this?

The moon was full tonight, blindingly so. Thoughts of old mare’s tales danced through her head…and the tale of Nightmare Moon, one that she herself had so adamantly believed in when nopony else would, reminded her how terrifyingly true those spooky stories could be.

‘Oh, sweet Luna.’

The soothing, beautiful aquamarine eyes of her demure friend were nowhere to be found in the unkempt, wide-eyed visage that stared down at her now. Flutterbat’s gaze displayed clear and obvious predatory intent, those slitted, glimmering rubies sending her pulse racing at a million hooves a second. She couldn’t look away from them, feeling urgently compelled to continue staring into them no matter how much her conscious mind wanted to look away...

Twilight’s first instinct was to fire an offensive spell at her—stunning, repelling, something—but her nervous system did not obey her. Her panic heightened even more at the lack of control over her own body, though it sputtered into a sense of resigned acceptance once she remembered one of her friend’s trademark abilities. ‘The Stare...of course...I never connected the dots before, but it’s so obvious now...no normal pony can do something like that!’

A string of slavering drool snapped off of one of Flutterbat’s fangs above her, landing with a splat against her cheek. She couldn’t even flinch at the sensation; not even an alicorn could resist the completely paralytic stare of a vampony, a terrifying mythical creature of legend, something that one of her closest friends had been all along without her even realizing. All the knowledge in Equestria couldn't have prepared her for this supernatural shock.

Perhaps this was why vamponies were still believed to be a myth? Anyone who ever discovered one likely...likely didn’t survive to tell anypony else of the experience, even if they had been friends in the daylight. Her mind raced at the thought of her imminent demise at the hooves of one of her friends—alicorns were strong, but even a demigod would have difficulty surviving every ounce of blood being forcibly removed from their body.

Her thoughts were wiped to a clean slate as she felt the other mare’s canines nipping at her fluffy neck...the feeling of her long, serpentine tongue tasting her fur, and clearly hungering for the flesh beneath it, made her want to squirm. The loss of eye contact with that domineering Stare had allowed her the use of her body once again, but only a little – it clearly had a residual weakening effect, not that she wanted to test her range of movement much for fear of angering the predatory pony above her.

“F-fluttershy, please...don’t do this…the pony I know is still within you, you can fight it! You can—hhglck…!” Tears flowed from Twilight’s eyes as she whispered desperately in the chill night air, not having the energy to shout and knowing her friend’s super-hearing would pick it up regardless. Even that last, desperate plea was stolen from her—evidently tiring of her prey’s begging, Flutterbat’s jaws opened wide before snapping shut around the defenseless Princess’s throat.

Twin burning lances of agony erupted from her neck, spreading outward in a hot spiderweb of fiery pain as her pulse throbbed in her ears. Staring up at the moon, partially obscured by the bedraggled, dulled pink of Flutterbat’s mane, the powerful alicorn was helpless to resist as her fellow Element Bearer treated her as little more than a juice box. She made to scream, but even that was stolen from her—it came as little more than an airy gurgle, a stream of her own blood draining into her esophagus from overpenetration as she seized fitfully beneath Flutterbat’s pin.

Just as she felt her vision starting to dim and haze over from blood loss—the last view of Equestria the poor mare might ever see—the pain faded to a dull ache. An odd, sudden calm invaded her mind. Another vampony mental trick to ease their prey’s suffering, she considered bitterly, confident in the realization that this would only be to make her ultimate end feel less torturous than it truly was. They may have been monsters, but they were at least merciful...as merciful as one could be when committing unrepentant murder, as it were...

Flutterbat was purring and even moaning into their point of connection as her feeding seemed to conclude, an odd sensation of electricity passing between them. With Twilight’s intellect and senses dulled from being drained of blood almost to the point of unconsciousness, she could only watch with half-awake, barely-comprehending eyes as the mare above her crackled with built-up magical potential, the mana-rich alicorn blood in her belly seeming to react with her as it was absorbed into her wellspring.

The predatory bat shuddered and purred with greater intensity as parts of her transformed body began to change even more—her muscle mass visibly increased as her legs and barrel shifted from their soft, marely norm to a level of ruggedness that would make even Big Macintosh blush, and her eyes glowed even more radiantly with barely-restrained power as the changes continued. Her wings snapped to full extension, growing in span until she could cover two ponies on either side of her; the most obvious and radical change of them all made itself very known as it prodded Twilight in the belly like a javelin before rebounding upwards, smacking meatily against Flutterbat’s own slightly blood-distended belly before coming to rest between them, bobbing stiffly in the cool night air.

The raw alicorn magic that Flutterbat had absorbed by sucking her blood had given her, of all things, a huge mare-breaking dick that she was getting ready to use on her. If someone had told Twilight last week that she’d be in this situation, she’d have had them put in a sanitarium. Now, though, she wasn’t sure whether to laugh at the pornographically contrived absurdity, weep from the lingering feelings of betrayal and bodily invasion, or whimper and beg for her friend to scratch an itch that hadn’t been touched in months. Perhaps a mix of all three would've been prudent.

The feel of her friend’s warm, serpentine tongue lathering up the side of her neck with a mix of the bat’s spit and her own blood was enough to bring her back to the present, and the mare winced at the thought of having to clean that stained, matted mess up later...provided she even lived that long, which was still up in the air despite the immediate danger of being drained completely dry having passed. The vampony had evidently traded one overriding animal instinct for another, if the thick and insistently throbbing jet-black pillar between her legs was any indication...that, and the continued lack of response to any of her attempts at communication. Precious few moments had passed before an insistent prodding at her entrance—the crown brushing against Twilight’s sodden, winking clit in a way that sent a thrill rocketing up her spine—prompted her to make one last frail attempt at reason.

“Fluttershy, please...p-please...” Twilight couldn’t even bring herself to conclude her statement, afraid of what she would finish it with—but Flutterbat didn’t need to hear her soon-to-be thrall speak to know how eager the mare was to take her to the hilt, and that was all that her hindbrain cared about at the moment.

Twilight crooned in an overwhelming sense of need as Flutterbat’s flare pried its way through her plush outer labia, that broad intruder only just beginning its journey but already driving the inexperienced Princess wild with fervent, desperate pleasure.

“Sweet Celestia, it’s so...mmh, I can feel it stretching me...” Having never been a mare for relationships, Twilight was also woefully inept in the ways of sex—no book could adequately describe the feeling of getting impaled on a huge stallion cock. Masturbation—she was only now realizing—was but a pale, lonely imitation of the real thing, something that could never truly satisfy her...only intensify her desire to be bred for real. Even the largest dildos in her arsenal could never compare to these precious few seconds of getting skewered by living, powerful flesh-and-blood.

Locking eyes with her drastically transformed friend, her heart surged with hope as she saw glimmers of a familiar turquoise hue beginning to swirl in those predatory eyes. The rampant bloodlust of her bestial side had been sated, but Twilight reasoned that the lustful aspect of that nature would probably have to be appeased, too, before her friend would return to her.

An aspect that she was reminded of rather abruptly, as complex logical thought was driven from her mind when the flare of Flutterbat’s fat, throbbing stallionhood slammed into her G-spot with all the subtlety of the Ponyville Express, those strong forelegs tightening like a vice around her barrel as the batpony's hind hooves scrabbled for purchase on the loamy earth.

Twilight squealed, whimpered, writhed, and whinnied in feminine delight as her mind was assaulted with the true pleasures of the flesh for the first time, and she found herself eagerly anticipating each heavy slam into her depths, any of her previous reservations be damned. The vampony’s pale yellow, orange-sized balls swung into her plush, sensitive teats and winking clit like twin wrecking balls into her higher thought processes, driving her utterly wild with the need to be bred. Her hindbrain’s demands for her gifted mate’s life-giving seed were all-consuming now, those hefty orbs promising to give the love-starved Princess the first proper breeding of her adventurous little life…what would the foal of an alicorn Princess and a pegasus vampony be like, she wondered?

With the way that her depths were clenching and writhing around Flutterbat’s stallionhood, it wouldn’t take long for her to find out—as inexperienced as she was, the instinctual way that her clenching interior begged for her mate’s seed, wringing at every hot and veiny inch of that thick length, needed no conscious instruction. Her body already knew what it wanted...nay, what it needed, and Twilight was unable to deny that she was now thinking along the same lines.

“Mmh...yes, Fluttershy! Give me everything you have, I need it~! Oh, by the gods, yes!” Twilight whimpered shamelessly, fully consumed by the lustful energy of the moment as her hind legs locked themselves around Flutterbat’s thrusting haunches.

“Such an eager thrall you are, dear Twilight...mmh, you might wear a crown in public, but you’re just a shut-in, nerdy slut underneath those regal falsehoods, aren’t you~? You haven't changed one bit from the awkward bookworm that moved to Ponyville all those years ago...” Flutterbat purred in her ear, an unfamiliar, dangerous, and seductive lilt to her tone as her lascivious words tickled Twilight’s barely-coherent mind. The voice was so far removed from her friend’s usual that she barely even recognized it, a temptatious succubus who could either rip her apart or pleasure her on a whim.

“Do you want me to offer up all my ancient vampony secrets, Twilight? Would that make you cum like a good little knowledge-slut? Ungh!” The vampony punctuated her sentence with a sudden, ball-slapping thrust against Twilight’s cervix, the Princess's large purple wings releasing a flurry of loosened feathers onto the forest floor as a full-body shudder rolled through her. She clamped down hard around Flutterbat’s cock as she came with almost enough intensity to drive her straight to unconsciousness, sparks dancing in her eyes and on the tip of her horn as she lost control of her nerves.

The vampony grinned knowingly as she watched Twilight’s eyes rolling into the back of her head, confirming the answer to her question without the Princess even needing to say anything. “There’s a good girl~” She purred into the mare’s twitching ear, praising the alicorn as if she were an injured animal under her daytime personality's care. It didn’t take much longer for the dominant mare to start losing her composure, though.

“Ooh, fuck, here it comes, Twilight~! Time for your treat for being such an obedient slut for me, little princess...mmhfuckye-hsssss!” The vampony’s exultant exclamation trailed off into a sibilant, sustained hiss, grinding herself hilt-deep inside her mare as her muscles tensed and her nerves became alight with the flames of orgasmic ecstasy. Growling and shuddering with each heavy throb, each fitful buck of her hips drove another needy whimper from Twilight’s throat. Streams of vampony cum splattered across both their hips and trailed down Twilight’s hindlegs as Flutterbat flooded her to bursting, overwhelming the tight seal of their union as the feral mare unleashed every drop within her desperately clenching tunnel. “You are mine now, Twilight Sparkle. The other princesses...Spike...our friends...none of them will ever take you away from me. Every moan that passes your lips...every time that you are heavy with foal...will be for me!”

An impish, self-satisfied smirk spread across Flutterbat’s lips as she wiggled against Twilight’s delightfully plump ass, which jiggled enticingly with each little movement she made. Each little grinding motion against the sides of Twilight’s walls sent another teeth-clenching contraction rippling around Flutterbat’s cum-slickened length, which throbbed and pulsed eagerly in return. “Mmh, it feels like someprincess has been eating too many pancakes~! Not that I’m complaining, though...your body is still so eager for more of me, and flanks as heavy as yours can take pounding after pounding after pounding and come back ready for more...”

Had Twilight not been in a cum-drunk stupor, she might’ve been more insulted at the demeaning remarks. As it was now, however, her hindbrain was in the driver’s seat, and it responded favorably to the other mare’s dirty talk, pressing back against the slight thrusts Flutterbat was making against her cum-glazed flanks.

“I suppose I should be thanking your blood, too...without that raw magic of yours giving me this,” She punctuated the word with a sudden deep thrust into Twilight’s depths, the pressure sending another splatter of their mixed fluids erupting from their union with a debauched shplorp, “I would’ve never been able to dominate you so very easily~! If every princess in Equestria is as horny and cock-starved as you, then taking Equestria for the Everfree will be a cinch!” She purred boastfully, grinding the sensitive, cum-glazed flare of her cock against Twilight’s depths. Trails of their mixed essences oozed steadily from the alicorn’s reddened, thoroughly-used hole, which still clenched ravenously and insistently around the thick cock skewering her, her body eager for more despite the heavy load that the vampony had already given her.

One orgasm rolled into the next for Twilight, the relentless feedback loop of pleasure making her walls clench and flutter decadently around Flutterbat’s impassioned thrusts. Each swell of mind-numbing ecstasy felt more intense than the last, the thick medial ring near the base of that immense marecock feeling nearly as impossibly vast as her deeply embedded flare, which tugged at the entrance to her womb and sloshed the remnants of her first filling within her. The mere thought of that heavy, warm slickness inside her made Twilight’s loins burn anew with deep-seated, hormonal-fuelled desires.

“Gods, that tight pussy of yours is just begging for another load...mmmfffuck...don’t be so impatient, Twilight~! We’re both immortals, we’ve got allll the time in the world for me to rut you senseless!” Flutterbat teased impishly, before shifting to deeper, more intense thrusts as she panted steamily with exertion. The dense, corded musculature of her forelegs groaned and strained with effort as they clenched around Twilight’s barrel, the pony beneath her pressing needfully into her thrusts as the pressure at her sides triggered an instinctual reciprocation.

The lewd shlop-pop of Flutterbat’s ring stretching her out with desperate, erotic abandon became a prominent, rhythmic instrument in their lewd symphony of feral fucking. The moans, groans, and wet slaps of their impassioned mating echoed loudly across the clearing, spooking nearby critters and disturbing the usual calm of the forest.

One nearby "critter" wasn’t quite as spooked as the rest, though she was certainly still disturbed...for a certain definition of the word. Pinkie Pie watched from the bushes with rapt attention, furiously grinding against her own hoof as she chewed on her lower lip with voyeuristic delight. Doing her absolute best to mask her aroused, high-pitched moans, the pink baker had been eagerly spectating Twilight’s furious breeding ever since the encounter began...and she had to admit, aside from being a blood-sucking monster-pony of legend, Flutterbat’s huge cock looked like it’d be an incredible ride! Every jet-black inch was spiderwebbed with a maze of squishy veins, which pulsed eagerly beneath the skin with an inferno of lustful blood. Those balls of hers were huge, too; those shaggy-furred circumferences of hers had to be filled with enough virile seed to drown a lesser pony in their output!

Flutterbat was definitely right about Twilight’s flanks, too – even though she was never overt in her ogling, her royal friend’s posterior had held her attention more than once in recent memory. Embers of lust flickered within her whenever she thought of them, and she could count on her forehooves the number of Ponyville mares who were similarly endowed to her own level of thickness. This was partly from genetics and partly by design – as somepony who controlled the majority of the town’s supply of pastries, candies, and other sweets, she could also influence some mares – those she held an attraction to, typically – to grow to such lofty and bodaciously bootyful heights as the Princess of Friendship had. Her friend’s apparent addiction to syrupy, buttery pancakes for breakfast was definitely another factor, especially if even Flutterbat already knew about it through Shy's memories.

Pinkie never considered her sexuality to be tied to any one type of pony; in fitting with her free-spirited, partygoing personality, she romanced whichever ponies captured her attention at the moment, heedless of race or sex...or even species, if she was feeling especially adventurous – and, Pinkie being Pinkie, she often was. (Diamond Dog and dragon cocks were the best; getting knotted felt like a huge, neverending party!)

As free with her sexuality as she might’ve been, practically on the level of Equestria’s nationwide bicycle, she reserved true romantic intent for only a select few ponies – Cheesy, her five friends, and, though she’d never admitted it to anycreature publicly, her sisters. She reserved her true, deep love for those nine ponies, and for the rest of Equestria let her boundless, lustful energy flow freely and unceasingly like cola from a soda fountain. Though some of the more crass ponies she’d met – Rainbow Dash included – called the treats she produced “better than sex” (much to Rarity’s chagrin), Pinkie knew this was only hyperbole meant to flatter her. As good as her food might be, it would never compare to the erotic thrill of a steamy, hedonistic lunch-break affair in the back room of Sugarcube Corner with a pent-up, lust-addled stallion (or mare, or dickmare, or changeling...) whom she only barely knew by name. Having to muffle her aroused moans while the creature at her rear used her like a living fucktoy was unerringly erotic, and made her deep-seated earth-pony breeding desires purr like a kitten.

She knew from the moment that Flutterbat kept on pounding Twilight through her own throbbing, messy release, and how she was already well on her way to her second eruption of the night, that she had to give herself to the magically-endowed vampony before the night was through. Maybe it was the result of some compulsion-inducing pheromones the predatory mare was emitting, but Pinkie couldn’t bring herself to care one way or the other: a she-male with no refractory period was something she only ever dreamed about in her wildest, cum-drunk fantasies; witnessing a well-hung, marely stud who could fill her to bursting and keep right on going had both ends of her salivating eagerly. Not even her stalwart, well-endowed sister Maud could compare to such virility!

Even a vampony’s endurance clearly had its limits, though, as the ball-slapping and womb-skewering pace that Flutterbat ravaged the overwhelmed princess with quickly devolved into longer, slower, breathtakingly hard thrusts, punctuated each time by a flurry of hisses, growls, purrs, and other delightfully savage and feral exultations from the eagerly thrusting bat-mare.

Finally, with a triumphant shriek that sent Pinkie’s blood curdling and walls fluttering in equal measure, Flutterbat buried herself to the hilt inside her mate for the final time and let herself loose with abandon. Pinkie bit her lip nearly hard enough to draw blood as she heard, just as much as saw, the throbbing pulses of heady vampony seed being emptied into her friend. Flutterbat’s fat nuts clenched against Twilight’s eagerly fluttering, orgasming walls, the alicorn lapsing into a blissful, post-coital afterglow as the vampony dickmare’s voluminous load ebbed away to a trickle. Twilight's belly held a noticeable, nearly pregnant-looking paunch from the sheer amount of seed the powerful bat had emptied into her, a sight so instinctually arousing (and jealousy-inducing) that Pinkie felt herself lapse into the last of countless voyeuristic peaks she’d brought herself to while watching the furiously mating couple.

This one was so acutely intense, though, that Pinkie was unable to stop the delirious giggle that left her vocal cords; it was loud enough and so startlingly out-of-place in the forest environment that Flutterbat immediately froze in place when she heard it, midway through pulling out of her alicorn thrall’s freshly-fucked pussy. With an amused chuckle, the mare disappeared almost instantaneously with a near-soundless flutter of her immense wings.

Pinkie slammed a hoof over her mouth, doing her best not to make any more noise, but the deed was done. Glancing out to the clearing where Twilight lay, twitching and moaning in a pool of Flutterbat’s cum, the baker’s heart skipped a beat when she realized the vampony whose presence had dominated her attention seconds prior was now conspicuously absent.

“Boo.” Flutterbat purred into her ear, nearly giving the poor mare a heart attack as her eyes snapped to the big-winged batpony who’d somehow managed to position herself directly above Pinkie without the mare even noticing. It wasn’t every day that somecreature got the drop on a precognitive mare like Pinkie Pie, but it probably had something to do with the burning heat of lust and arousal clouding her mind, and dulling her reflexes…

Pinkie opened her mouth to let loose a startled yelp, but this proved to be her undoing – Flutterbat took it as an invitation to crouch down and buck her hips forward, effortlessly impaling the baker’s experienced throat with her thick cum-glazed length before the mare even knew what had happened to her.

She figured it out pretty quickly once the addictive cocktail of Flutterbat’s and Twilight’s cum hit her tastebuds, though. Moaning in need, Pinkie eagerly resigned herself to her fate as the vampony’s next cocksleeve and gulped insistently around the length in her throat. Her tongue traced its circumference with practiced expertise, borne of her countless sexual encounters, decadently savoring the generous coating of thick, tangy seed layered upon the pulsing stiffness.

“Mmh, that’s it, Pinks, lick up allll the yummy frosting...keep at it ‘til you get to the cream filling, there’ll be plenty of it for you to eat~” Flutterbat purred, using Pinkie’s tight, vibrating throat as her personal onahole for the moment. Pinkie wasn’t sure how the mare knew about her food play fetish, but she definitely appreciated the extra dirty talk—it served as a decadent, creamy topping that perfectly garnished the “layer cake” of the experience, and Pinkie wouldn't have wanted it any other way.

Speaking of creamy frosting, she could feel the heavy cream-filled orbs resting against her chin starting to pulse needily in the buildup of climax. As strong as Flutterbat’s superequine vampony endurance might’ve been, it was no match for the most experienced party-mare in Equestria!

“Gods, how many cocks have you sucked, filly? You’re gonna make me bust before I can even appreciate how fucking tight you are...” Flutterbat hissed through clenched teeth, her medial ring popping through Pinkie’s soft, plush lips with a lewd, wet sound that brought a blush to both their faces even as the batmare’s flare ground relentlessly against the walls of the party-girl’s throat.

The mare’s energetic attempts at a response were muffled by the cock stuffing her face, though Flutterbat still groaned in ecstasy at the vibrations the mare’s vocal cords made around her eagerly pulsing shaft. “Mmh, I’d never usually say this, but keep talking, Pinks...” She purred, the other mare’s poofy mane being mashed firmly into her underside with each balls-deep, throat-bulging thrust of her hips.

The party girl shamelessly hoofed herself in full view of the batpony’s greedy eyes, the wet schlicks of contact making her fluffy ears twitch as she listened with rapt attention, staring up at the clear night sky as she pressed her hoof against the back of Pinkie's head with considerable force; enough to hold the mare's convulsing throat balls-deep against her crotch and fill her nose with the captivating stench of a male in rut. Pinkie's impossibly prehensile tongue lapped eagerly at Flutterbat's cum-matted, dangling sack, making the powerful mare's eyes roll into the back of her head as that talented mouth drove her insane with pleasure.

"Ooh, oh god--ungh, fuck--I-I'm gonna--fuck!" No longer capable of forming a complete sentence, Flutterbat swore mindlessly as she ground her crotch into Pinkie's clenching mouth-pussy and eagerly swirling tongue. Her brilliant red eyes crossed as she gave a final, jerky thrust into Pinkie's greedy maw, her heavy sack slapping against the baker's chin one last time as those twin weights came to rest. Instinct took over as her hips bucked fitfully in the final buildup of glorious climax until at last, the mare unleashed.

Those thick, heavy pulses of her seed echoed audibly around the clearing as Pinkie swallowed around her at an urgent pace, gulping loudly in response to each hoof-curling, spine-tingling throb of Flutterbat's balls as they clenched against her lower lip. Each heavy spurt of seed that blasted its way into her belly increased her eagerness, the feeling of fullness addictive to Pinkie even though she could scarcely taste the bat's load from how deeply she was throating that throbbing marecock. Her talented tongue swirled against Flutterbat's rhythmically bulging dorsal vein as best it could, driving the sucked-silly mare to press her hips even more insistently into Pinkie's vacuuming maw. Her hips clenched hard enough on each down-thrust to shudder and shake from the strain, the mare's glowing-red eyes crossing as her lolling tongue drizzled a trail of drool onto Pinkie's belly below her; the dickmare struggled to keep herself upright as her forehooves rattled like branches in a strong wind.

With a defeated exhale, Flutterbat let herself flop down against Pinkie's underside as her fanged maw planted itself squarely against Pinkie's flooded, desperately-winking crevasse. The strong cotton-candy smell that wafted into Flutterbat's nose from that plump party-pony pussy, so thick and cloying that it was practically a visible mist, quickly enticed that snakelike tongue of hers to wriggle its way into her depths with erotic fervor.

Pinkie began to do some shuddering and eye-crossing of her own as that forked tongue fought a blitzkrieg against every slick bump and fold of her interior. The two ponies used every iota of their oral prowess as they relentlessly sixty-nined each other, shamelessly fucking each other on the forest floor like the pair of animals that they'd mentally devolved to. Pinkie's forehooves moved up Flutterbat's flanks, gripping each plush, rippling cheek in her hooves as she helped that jet-black pillar in her throat thrust into her harder and deeper, assisting in the bat's brutal face-fucking.

Pinkie could sense the dickmare's building climax before the other mare ever announced it, those black apples tensing and shuddering against her chin, threatening her impending and inevitably voluminous release. The wet glks and glrps that matched each thrust into Pinkie's gullet increased in volume as the flow of milky pre into her belly surged, until the bat began to purr in climactic ecstasy as her first heavy spurt blasted into Pinkie's rippling throat. Each ponderous throb of her length was punctuated by the same shrieks and growls of feral dominance that echoed Flutterbat's previous release into Twilight's greedy, writhing pussy.

As monumentally impressive as her second release down Pinkie's throat had been, it still left Flutterbat wanting more from her party-riffic paramour. Lifting her panting, purring muzzle from Pinkie's sodden crevice, she gave a few needy, grinding humps into the hot hole throating her effortlessly, assisted by the pair of pink hooves wrapped around her plot, before slowly dredging her spit-slickened length from Pinkie's needy maw. As inequinely talented as the mare might've been with her tongue and throat, it just left her desiring the real thing at her other end even more.

It was with this desire in mind that the batpony mare moved inline with Pinkie's rear, that thick, floofy tail annoyingly hiding her view of the mare's needy, winking flower. Evidently, though, the prone mare was thinking along similar lines to Flutterbat by this point. Pinkie flicked her tail to the side and raised her hindquarters into the air as if sensing the other mare's eyes locked onto it, assuming the default breeding position that ponykind had used since before its earliest civilizations. As vanilla as the position might've been, it was enticingly erotic and hedonistic in its simplicity and sole purpose - a mare wouldn't willingly assume such a position unless they wanted foals, which Flutterbat was more than eager to provide. Stepping forward, her heavy black length of horseflesh threaded itself between the crevice of Pinkie's immense flanks; in other circumstances, the bat might've complained about her lack of aim, but here it was deliberate. She simply had to feel those impossible assets rippling around her girth, teasing her into a breeding frenzy before she moved on to the main event!

“If you thought Twi's plot was hot to trot, you’re lookin’ at the bodacious-est badonkaponk in Equestria, studfilly~!” Pinkie purred, wiggling her eye-wateringly massive ass against Flutterbat’s stubbornly erect flagpole. The bat's slitted red eyes followed it like a pendulum, serpentine tongue drooling limply as she shamelessly gawked at the enormous party-pony posterior being presented to her.

The batpony’s face flushed as Pinkie started full-on twerking in front of her, those vast hot-pink asscheeks rippling and clapping against each other around her length with each flick of her voluptuous, foal-bearing earth pony hips. “Sweet Luna, the things I want to do to you right now...” Flutterbat panted, scarcely withholding her instinct to cock her hips back and slam balls-deep into the presenting mare giving her one Tartarus of a show.

A breathy giggle escaped the baker as she stared into those captivating red eyes, fluttering her eyelashes temptatiuously at the eager dickmare behind her. “Mmh, why don’t you do ‘em, then~?” She purred.

Flutterbat needed little further encouragement; she drove a squeal of surprise from Pinkie’s lips as she full-on pounced the other mare, pressing her front half into the dirt as she ground her iron-hard length even more insistently between the mare’s upraised flanks; their warm, velvet softness cushioned her stiff fuckstick like twin pillows, driving her desire to skewer the mare to new heights. “Time to make your legs shake and mind break, li'l filly...just remember, you're the one who begged for it~”

The batpony seemed to have an endless wellspring of energy, enough to even give Pinkie a run for her bits – though the bat was, admittedly, probably cheating using all that magic she’d absorbed from Twilight. With an unceremonious jerk of her hips, Flutterbat jammed her flare right through Pinkie's sodden, eagerly-clenching outer lips and sunk herself to the base in that quivering party-pony quim. Her twitching nuts pressed up tightly to Pinkie's winking bud, the bat's furry sack driving the pink pony up the wall with an inferno of pleasure so intense that she thought she might black out from the get-go. Her fat cheeks compressed against Flutterbat's underbelly, rippling like jello under her carnal assault as her firm, warm softness massaged those spit-slickened inches of bat-cock that couldn't quite make it past the cushions of her bodacious booty.

Flutterbat felt she might cum already just from the feel of those impossibly soft assets pressing against and around her, like fucking a moaning, squealing, clenching marshmallow full of unrestrained sexuality.

The first pullback of her titanic length from Pinkie's quivering depths nearly made the prone mare weep. The aching pit of emptiness the departure left inside her momentarily, only for that throbbing horsecock to slam back into her depths, was an indescribably intense emotional rollercoaster that made Pinkie's eyes cross as her tongue flopped lazily out of her mouth.

"Fuck! Yeah!" Flutterbat huffed with each insertion, eyes rolling back as she felt her next immense climax brewing in her heavy, swinging balls, that feeling of tightness within her escalating with each ball-slapping, ass-plapping thrust into her thickly-cushioned fucktoy's eager, soft depths.

"H-haaahn...ahhh...you gonna cum, Flutters? Gonna fill up my pouty party pony pussy with that hot, gooey load~? Ooh!" Pinkie's teasing whimpers were met with leg-shaking intensity from the furiously thrusting batpony, her flare grinding against the party pony's firm inner barrier with eye-rolling force.

"You're damned right I am, filly...now shut up and take it! Rrragh!" Flutterbat snarled, digging her teeth into Pinkie's neck as a flood of euphorically-sweet redness filled the vampony's eager maw. The excess stained a red trail down Pinkie's neck as it pooled on the forest floor next to her, and Flutterbat groaned and growled loudly into her ear as Pinkie's prey instincts caused the overwhelmed pony to seize as tight as a vice around her length - halting its progress mid-thrust from sheer strength.

Flutterbat's muscles surged as a renewed influx of energy filled her reserves to overflowing, the baker's boundless energy being transferred to her causing her eyes to glow brightly. Full of an insistent mating vigor borne of the strong blood of her desperately horny friend, she pushed insistently through Pinkie's tightness with overwhelming force - until her depths finally relented.

A wet clap echoed through the clearing as flank met flank, the sudden loss of resistance causing her flare to surge through Pinkie's depths like an effortless battering ram of carnal lust and desire. Her sweet, aromatic femcum exploded around the seal of their union like a flood of soda syrup, coating the bat's heavy nuts in her juices as it drooled in heavy strands onto the ground.

"Yes...you are mine, just the same as Twilight...Hissss!" Flutterbat shrieked as an electric storm of ecstasy flared up in her nerves, in time with the broad flare of her length inflating to its full width deep inside Pinkie's womb. "Take all of me, you eager little whorse!" A telltale bulge raced up the mare's length, straining against Pinkie's fluttering walls as it was followed by another, and another...

Until, at last, the first of many hot, steaming shots exploded into her depths with the force of a garden hose on full blast. Flutterbat's glowing red eyes rolled into the back of her head as her back legs quaked with exertion. Every last ounce of her energy was being used to deposit every last drop of herself as far into the depths of her bucking, squealing prey as she could manage, Pinkie's own blood being used as fuel for her dominant mate's breeding claim. "Graaah, sweet fucking Luna!" The bat swore. Evidently, Pinkie was interpreting her impassioned order to "take it all" as an actual command, and the promiscuous pony was certainly not being a slouch about it, either...every clenching, fluttering wink against her thick base and heavy nuts felt like she was being milked by some inequine machine.

Pinkie's perverse prowess was swiftly becoming visible, as her gut started to distend from the sheer volume of seed she was wringing out of the swaying, furry balls that were firmly pressed against her teats.

As quickly as it began, though, Flutterbat's orgasm died out after just a few positively titanic gouts into Pinkie's depths; the mare's immortal stamina no match in the face of the party mare's indomitable, boundless energy. Her fangs withdrew from Pinkie's neck as the wound sealed itself in a shimmer of red magic, releasing Pinkie from her vampiric hold.

"Mmmah...hahah...hah...that was toootally awesome..." Pinkie wheezed breathlessly. "Most stallions pass out after the sixth round, but I can tell you're still as hard as a candycane inside me, Flutters! D'you wanna go again, cuz I would toootally understand if you wanted to take a break, I mean I don't even know how y-" The beginnings of an infamous Pinkie Ramble were cut off by Flutterbat's hoof as it pressed against her muzzle, making a sound like a squeaky toy as her snoot was booped.

"Mmh...it's cute that you think I'm just gonna fill up your thirsty little womb and move on, 'cause I've definitely got plans for that gigantic fuckin' ass of yours. Bite down on somethin', filly." Flutterbat purred lasciviously in her ear, pulling her hips back as she dredged up every cum-glazed inch from Pinkie's well-and-truly stuffed pussy. Her flare popped free of Pinkie's hungry lower lips with a messy shplorp, and strings of gooey bat-cum steadily oozed out of her overfilled snatch once it was left vacant.

She felt Flutterbat adjust her hips against her plush ass as the bat's still-hard, cum-covered cockhead pressed up against her other hole. A thrill of mixed anticipation, arousal, and fear rippled through her as she envisioned the world-shattering reaming she was about to get from the supernatural mare mounting her. She couldn't help but push herself back against that familiar fat flare teasing her sphincter with its thickness, and like before, Flutterbat surged forward without hesitation. After only a few inches' worth of exertion, the bat-mare let up on her initial thrust and just stood still, basking in every clenching contour as it eagerly massaged her length, inviting her deeper inside. As she could've expected, Pinkie's level of muscular control both inside and out was improbably incredible, in every aspect.

"Fuuuck, Pinkie..." Flutterbat growled, clenching her teeth as she struggled to prevent Pinkie from effortlessly massaging the very last drops of her seed right out of her. Pinkie's ass was, put simply, too much to handle even for a powered-up vampony - exceeding all her lofty expectations a thousandfold.

Those rippling pink cheeks pressed upward into the heavy, broad length splitting her open, driving a shuddering moan from Pinkie's lips as her depths clenched down around every throbbing vein and twitching muscle. Flutterbat's dense, warm preseed filled up her deepest reaches in a steady, gooey trickle, her knobbly cockhead massaging sweet spots in Pinkie's stretched-out plothole that she didn't even know she had. Her curly, fluffy pink tail flicked and twitched wildly against her back, which must've drawn the bat's attention. Thrusting long, slow, and deep past that clenching ring of muscle that teased at her sheath, Flutterbat craned her head down and captured Pinkie's tail in her fanged maw, giving it a mighty tug upwards that effortlessly drove Pinkie over the edge.

An overwhelmed squeak left Pinkie's lips as her eyes crossed, cumming hard enough to arch her back into her mare covering her as her oozing pussy splattered a mixture of their sexual fluids onto the batpony's virile apples. A stream of drool pooled next to her on the forest floor as her ass locked like a vice-grip around every inch of hot, pulsing fuckmeat buried inside her, drawing a strained hiss from Flutterbat's clenching jaw.

Now beyond the capability of speech as her eyes took on a feral glint, the frequency of her animalistic vocalizations increased as she grunted and growled into the mess of hot pink tail between her teeth. Her immense vampony strength allowed her to keep thrusting right through Pinkie's surges of ecstasy, until, with a final hiss of triumph...

Flutterbat jerked her hips downward with a low, meaty thwack, and loosed a shuddering, hoof-curling volley of dense, gooey seed as far into Pinkie as she could reach.

The bat's heavy nuts clenched and twitched visibly with each surge of foal-batter that filled Pinkie's ass, swinging against the mare's plump teats each time her hips reflexively thrust into her mate. The baker's tummy bloated further out to her sides as Flutterbat's final load of the night emptied into her. Her release slowed to a trickle as the roaring inferno of their shared lust died down to a flickering flame, and the pair collapsed to the ground in a sweaty, panting heap...finally too exhausted to continue.

"Mmh...mrrrr..." Flutterbat purred, grooming Pinkie's ear in instinctual affection as her aggressive and dominant persona was muddled by the flood of euphoric, post-coital endorphins clogging her brain. Her length, thoroughly sated and quickly deflating, quickly withdrew itself from Pinkie's depths. Her half-flared head pulled free with a messy plorp just before her virile endowment vanished in a shimmer of purple sparkles.

As the two ponies recovered from their furious, exhaustive mating, Pinkie lapsed into a sound sleep - but Flutterbat, with her commitment to aid the Everfree, had no such luxury. A group of timberwolves arrived in the thoroughly sex-soiled clearing just as the predatory pony stood up to all fours.

Curiously, though, the ligneous beasts showed no signs of aggression. "Tch. The Den Mother certainly doesn't waste any time, does she?" Flutterbat asked, and rolled her eyes as the Timberwolf leading the group nodded matter-of-factly. "Figures. She could've, y'know, helped me, but I guess she was too busy hoofing herself silly watching me take care of these two." The lead Timberwolf growled threateningly at that. "Yeah, yeah, she has greater things to attend to than some horny batpony, whatever. Let me mop these two up and we'll get moving."

Assisted by the group of wolves, it took little time for the two conked-out mares to be slung across Flutterbat's back, twin trails of sticky white seed following their route to the timberwolves' den as her essence drained from their bloated bellies.

Starlight wasn't sure how long it had been since wolf-Trixie had found them and pummeled Applejack into submission. It was tough to keep track of time when the huge, glowing wolf-dick that was knotted balls-deep inside her kept twitching insistently and distractingly. The hints of a beautiful sunrise that filtered through the thick canopy certainly gave her a clue, not that she could do much about it. With Trixie's relentless knot-fucking still going strong, each step acting as a renewed thrust against Starlight's deepest barrier, every ounce of fight had been well-and-truly been fucked out of her.

Her entire body clenched with fight-or-flight panic as a group of timberwolves stepped out of the brush into their path, gruffing and growling at them. Her shock faded to confusion and a great deal of surprise as she felt Trixie's chest rumble with some canine communications of her own. So...it wasn't just mindless animal sounds? Was this something like Fluttershy's ability, or was it some sort of magical connection? Her mind flooded with questions, all of which were driven from her mind in an instant the moment Trixie started walking again, each relentless rub and shuffle of huge doggy dick eroding effortlessly at her coherence.

Starlight felt her consciousness fading as the renewed bout of pleasure overwhelmed her taxed mind. The last thing she saw was the group of Timberwolves turning to lead her captor deeper into the woods before everything slid into blackness.

Meanwhile, in another part of the forest, Rainbow and Rarity continue their own area of the search...blissfully unaware of the fate of their friends, and the terrible trap they were straying into.

Author's Note

Holy hell, it sure has been a while. Life kinda does that to you sometimes, I guess.

Life's going good, Bachelor's is almost over with, just got a few more weeks and a GE class in summer to mop up. I wanted to get this out a couple of weeks before Mother's Day so that I could focus more closely on my contest submission for the Incest is Wincest group, so here it is!

9k is by far the longest single chapter I've ever written solo, and as much as I wanted to split this one up it didn't really make sense with how I wanted to do things for the story. My favorite Mane Six pair is up next, and boy howdy have I got some ideas for what to do to them...

Lemme know if I missed any typos or weird punctuation errors! And as always...

Swim fast, eat ass! 🦈
~ RD