“And to ensure that only Twilight Sparkle will continue this family’s line… I should take action.”

Wh-what? What did she mean? Twilight’s mind scrambled to understand.

Nightmare Moon’s magic focused into a tightened band around Shining’s scrotum, a ring of throbbing power increasing in intensity as it drew tighter and tighter.

“AhhhhhhhrgghhHH!”

“Shining!” Twilight screamed as she watched her brother’s testicles swell under the increasing pressure… before being snipped off and falling in a wet plop to the floor of the bedroom. A small sizzle of magical cauterization followed, sealing the grievous wound before she tossed the stallion back to the line-up of terrified ponies.

Velvet grabbed her son, now unconscious from the pain, petting him gently on the mane and cooing to him as he spasmed with agony.

“W-why!?”

“Because, child... Your children… our children should have no lesser cousins to trouble them.” Nightmare Moon smirked as she stepped over to Twilight, staring down on her. “And as I said, there is a price that must be paid, in blood and suffering. Your suffering.”

“N-no!” Twilight shook her head, shaking the tears that had gathered there off her cheeks. She couldn’t bear the thought that her family would be hurt. “You monstrous… whorse… you’re no sister of Celestia! You leave them alone! Take me! Hurt me!”

Nightmare Moon flinched at the insult as if struck. It was the first word spoken by anypony that seemed to slide under her guard. The whole room seemed to darken and chill with her reaction. Twilight had a very real sense that she’d gone too far. The murderous glint in Nightmare Moon’s eyes flickered…. Flamed… then faded…

“…oh my little broodmare… You wound me so. Hurt you? That is exactly what I am doing.” She trod over in front of Night Light, who was scowling up at her with ferocity.

“N-no! Please!” Twilight begged, seeing the way the princess was eyeing her father.

“Hmm…” Nightmare Moon mused, ignoring the cries. “It occurs to me, my little broodmare, that I lack the necessary equipment to fulfill my plan… perhaps I can make use of your family to help with that.” A terrifying smile spread across her face - revenge for Twilight’s idle tongue. “After all, I will wish for my broodmare to love my stallionhood… what purer love is there than the love for one’s family?”

“I… I don’t understand…”

“A permanent transformation spell, I think…” Nightmare Moon’s horn began to hum and glow, drawing in a terrifying pulse of potential energy from the surrounding environs. “Black magic of the foulest kind… and of course irreversibly fatal… but how else shall I let you be with your family in some small way for the rest of your life? You may consider it a mercy.”

“What!? No!!!” Twilight screamed, struggling against the magic that pinned her in place.

But it was too late.

The lance of black magic struck out from the princess’s horn, striking her father in his forehead.

“GAHAAAAAAA!” He groaned, doubling over and clenching his guts in unimaginable pain as the magic began to reconstruct his body at a molecular level.

“D-dad!”

Night Light looked up at Twilight, his eyes flickering from the pain. “T-twil… Twilight… I’m so ss-rry... “ The words mumbled out of him as he began to shrink and deform, his bones melting away. “R-remember I l-love you so-.,,, mm-m…..”

His last words were lost as his eyes rolled back into his head, his braincase already diminishing so much that the organ within could no longer sustain any thought or speech… and soon any bodily function.

Twilight had to watch in horror as her father’s body cracked and deformed, legs curling up like withering branches to his chest, his hair falling off in clumps, skin molting and sloughing off in strange ways, like wax melting down over his eyes and nose and mouth, as he shrank and curled into an orblike center.

Soon, his limbs were lost to the strange, egg-like mass, now bumpy with odd protrusions as internal her father’s organs and bones deformed into and dissolved into a soup of genetic material, which the thaumic field began to reassemble.

Twilight knew there was no turning back, no reversal of a spell like this… her father’s body, his magic, his soul was melted away by the foul magic that was transforming him into… something.

With alarming speed the spell accelerated, continuing to shrink the egg to small and smaller sizes. A firmness under the thick layer of skin began to assert itself, the ovoid underlayer ripening and congealing even as the whole mass of flesh that had once been her father shrank and shrank.

His blue skin shrank less quickly than the whole, leaving heavy folds of cellulose, wrinkly and wavy. Small patches began to become smooth and furless, leaving only slick, reflective blue skin…

Until finally the whole reached its final size and form… a blue, melon-sized… testicle. Replete with a scrotal sack. The only thing that betrayed that the mass of genital flesh on the floor was once a pony… once her father… was the emblazoned cutie mare on the side of the fat ball… the two moons that she had known all her life.

“A wondrous size.” Nightmare Moon smiled, picking up the flesh and hovering it over to her body. With a small half turn, she exposed her backside to Twilight. And there, beneath her ponut but above her tight, smooth and unaroused marehood, she pressed the flesh against her mons pubis.

With a melding thrum, the skin blended and melted together, attaching itself to the Tyrant of the night. She released the thing from her magic, letting the ball hang low in the scrotal sack… a new and single testicle for the alicorn.

“Truly, a heavy, ponderous weight.” She hummed, lifting her legs and shaking her rump as if feeling out the new organ that hung between her thighs. “I marvel at how stallions can bear this. But you should be proud, broodmare… your father hangs true and heavy.”

“...” Twilight couldn’t muster any words. Her father was dead. Murdered. And in the foulest way imaginable. His whole being reduced to… to… that. To something so crude and disgusting, to be a toy for Nightmare Moon… the mare who had murdered him. She wanted to scream, to curse, to react.

But there was nothing inside her.

“Now, which of you two wishes to join him in a place of honor for eternity?” Nightmare Moon grinned at Velvet and Shining, before directing her gaze more poignantly at the mare. “Though perhaps you would rather await the final transformation? After all, they say the balls maketh the stud, but the cock satisfieth the mare.”

Nightmare Moon stood on her hind legs for a moment, cupping her single ball experimentally, while mockingly stroking the air in front of her, as if stroking a stallionhood… leaving nothing to the imagination as to what the next transformation would be.

“Though I must warn you, I expect that transformation to be longer and harder than the former.” The alicorn giggled at her own coy pun, before falling back to all fours and looking expectantly at Velvet and Shining.

“You repulsive, blood-lusting, bat-cunt. If you so much as breathe in the direction of my children I will tear your childless womb from your gut and stuff it down your throat.” Twilight Velvet spat, screaming in fury, as she attempted to cradle her unconscious son. “You’re not worth the dirt under Celestia’s hooves you vile piece of whorseshit. Go back to your bucking moon and rot!”

Nightmare Moon took a deep breath, closing her eyes as she did so - a calming, steadying breath. “Well spoken, Dam Sparkle. That is the kind of rigid, foul, stalwart behavior I would expect of a noble stallionhood.” She grinned, then charged her horn. “Which, by process of elimination…”

“No! You bitch!”

But there was nothing that Twilight Velvet could do, the dark bolt coursed out from Nightmare Moon and past the restrained mother’s eyes, striking her unconscious son in his forehead.

“Sh-shiney!” Twilight choked out, reaching vainly for her brother. Her heart was racing, panicking… she knew he was already dead, knew that there was nothing that could stop that terrible black magic which had already begun. She wouldn’t even have a chance to say goodbye, to say she loved him. Her unconscious brother would pass away having not opened his eyes since being gelded.

“No! NO NO NO nononono!” Twilight Velvet groaned as her son began to melt and disassemble in her arms.

Both mares watched with horror as the same awful sequence played out - his body folding into itself, arms and legs cracking and bending into his core as he shrank with alacrity, his mouth quickly drooping open as he went brain dead. Then the melding of those extremities into his rapidly circularizing core… the melting skin that poured over his face and absorbed his head… the way his mane fell apart in clumps… About the only difference was the sight of his still rigid erection being pulled into his belly and disappearing into the rippling, wax-like folds of skin.

Faster and faster he shrank, transforming into a melon-sized testicle in Velvet’s arms… the humming throb of thaumic energy slowly dissipating as the final changes completed… leaving a white scrotum and orchidal organ in Velvet’s lap, with a blue shield crest cutie mark.

“M-my… my son… my child! My baby!” Velvet wailed, gasping as though she were about to vomit.

A magical field plucked the sack from her arms, despite her trying to clutch at it and retain it. “I believe this now belongs to me.” Nightmare Moon smiled. Once again she turned and carefully positioned the scrotum just above her mons pubis, near to the other dangling ballsack. With a magical sparkle, the two pouches melded, becoming one set of large, full balls. One side blue, the other white, each with their respective cutie marks.

“Quite weighty indeed!” Nightmare Moon laughed, shaking her plot in front of the two remaining mares. The low-hanging fruit waggled in their pouch, slapping the insides of the alicorn’s thighs. Turning about, she stood up to inspect herself.

“Hah! The son is heavier and hangs lower than the father - why do colts always try to outshine their fathers?” She asked with a friendly tone to Velvet, as if she hadn’t just murdered and transformed her son and husband into sexual organs. “I can already feel them churning and filling for you, Twilight Sparkle… your brother and father must have loved you very much.”

“I’LL KILL YOU!” Velvet screamed, eyes wide with rage, flecks of spittle forming at her mouth. She strained against the restraining magic, almost seeming to make it buckle as she dug her hooves into the wood of the floor, sending splinters flying.

“Admirable stamina, Dam Sparkle.” Nightmare Moon grinned, charging her horn once again with energy, the corruptive strains in the thaumic matrix almost making Twilight Sparkle sick. “But perhaps you’d prefer to hug your daughter instead of futilely coming after me?”

Velvet blinked, stunned as the restraints weakened the distance between her and Twilight Sparkle, allowing her to embrace her daughter.

Twilight Sparkle gasped, the kind touch from her mother the first thing that didn’t feel like some hellish, impossible nightmare in the whole day… an oasis of love and support when she’d found herself spiraling, her psyche close to slipping. She clung to her mother like a foal clinging to a teddy bear, her hooves digging deep into her mother’s back.

“Twilight… honey…” Velvet sobbed into her ear as they embraced.

“Yes… good, I want you to witness your mother’s transformation up close.” Nightmare Moon’s grimace at that moment could have haunted any pony. With a flick, she cast the charged spell, where it struck Velvet in the back of her neck.

“AAAAAGRRHHHHHH!” Velvet screamed out, the black transformation magic coursing through her entire body, like a deadly neurotoxin… irreversible, inevitable. In only an instant Twilight could feel the change in her mother’s field as every single cell was corrupted by the vile spell, dooming her.

“M-MOM!”

“H-honey… I’m… so sorry….” Velvet began to cough, her body shuddering and spasming as the changes began to occur at the molecular level. “I... Lo-uh… uh… uhhhhhhhhhhhhhhhh!”

Twilight Sparkle watched with horror as her mother’s lips pursed and formed into a strange, puffy, cylindrical ‘o’... only allowing her to utter the stupid sounding grunt as her tongue melded into the bottom of her throat. Velvet’s shoulders were drawn inwards as if she were hunching together to make herself as thin as possible. Twilight her the strange grinding cracks as the bones of her arms snapped rigidly to her mother’s sides.

Next, her mother’s legs folded upwards, at first as if she were just sitting in a funny way… then more terrifyingly stretching up to her breast bone, snapping and cracking as they moved. All along her mother’s body, veins and capillaries were popping out, throbbing and pulsing with blood and mutagenic soup as her body began to more violently shift.

Twilight could see her mother’s body compressing around her spine, drawing in tighter and tighter toward a central, cylindrical core as it did so… forming the beginnings of a rigid silver-grey shaft. Before Twilight’s very eyes, she watched as her mother’s neck elongated, extending away from the thickening lower part of her chest… a strange ring began to form at her collarbone, moving up the once slender neck and creating a donut-like bulge around her esophagus.

All the while, Velvet was choking and coughing out of her strange, slit-like mouth… gasping for air. Unlike with her brother and father, this transformation hadn’t almost immediately destroyed her brain functioning, leaving the poor mare to fully experience the suffering of her body transforming into a giant, throbbing stallion-cock.

Twilight watched her mother’s beautiful mane, the same mane she’d brushed lovingly as a filly, fall in clumps to join the pile of tail hairs already on the floor. Her mother’s head began to warp and shift, flattening bizarrely as it absorbed the mare’s ears… then sprouting strange bumps and ridges along her jaw-line and up to her temple, creating the outline for a saucer-like head.

The last Twilight would see of her mother was her two terrified eyes, absorbing back into the silver-grey flesh of the new fat, flat flare.

It was infinitely worse not knowing just when her mother had actually passed during the process.

The changes began to rattle more quickly through her mother’s flesh now, the heat from the energy of the transformation almost singing Twilight’s arms as she clung to that strange warping mass of transmogrified meat.

Fur began to slough off, leaving only smooth, veiny grey skin underneath. The last of her mother’s internal organs and bones faded beneath the throbbing outer layer of skin, melting away and becoming the rigid, blood-filled horse dick of pumped corpus cavernosum, tunica, and urethral tissue. The strange ‘o’ shrank in size, but swelled in its outline, forming a large cockslit that burbled a clear fluid from the coronal ridge of the nearly complete cock.

The whole thing had not shrunk in height very much from start to finish, leaving a monstrously large appendage in Twilight’s arms. Only now did it begin to shrink ever so slightly, less a reduction and more a reinforcement of the organs sizable boundaries, setting the girthy and long limits of this massive penis.

Finally, the veins pulsing over her mother… over what had been her mother… began to convalesce, merging from a multi-segmented tree into one, thick, ketchup like vein that stretched up and across the huge medial ring and most of the way up the towering length. The huge, thick base throbbed out, expanding suddenly, popping out a thick spinal bulge that raced up the huge cock as well, re-extending it to the largest length it had been.

What had once been her mother, her dear, beloved mother. The pony who had always been there for her, who had nursed her, taught her, supported her… loved her… was no more. Now there was some obscene, pulsing… pole of flesh in her arms. Twilight felt the slickness of the burbling fluid coming from the cockslit dribble down across her brow. She could smell it. Taste it.

And in some horrified corner of her mind her body registered that this musky, lusty smell was the smell of sex. Of a giant, smelly cock in her arms. It was the smell of need. Of excitement. A smell designed to stir the loins of a mare. And it smelled good.

The thought appeared in Twilight’s mind before she could reject it. A wave of disgust roiled over her as she realized what had happened, what was happening.

Twilight shrieked, screaming out at the overwhelming flood of emotion. Her mother, murdered, turned into… that before her eyes… which was now defiling her! She almost vomited, then thrust her arms away from her... throwing the… thing down to the floor. Tearing at her face with her hooves to get that liquid off of her

“Now my little broodmare,” Nightmare Moon chided, stepping over and lifting the pendulous cock in her magical field, “Is that any way to treat your lovely mother? Those drips were just her crying for you.”

Nightmare Moon lifted the cock up, inspecting it as she did so. “Magnificent. Truly exemplary.” She pivoted the huge scepter of flesh in her field until the cutie mark emblazoned on the shaft was pointing toward the ceiling. “I daresay she is a foreleg and a half long… twenty inches!”

Twilight was retching on the ground, her hoof pawing at the spots which only minutes before had contained all three of her family members… now all dead… transformed into… that.

“Larger than even my most proud thestral, larger than anything I could have achieved genetically!” Nightmare Moon sat down in the chaise, lying back as she did so and spreading her thighs, revealing the pre-ordained spot above her new ballsack .“Of course… I imagine she will grow even larger once attached to my magical body… we shall have to see.”

Nightmare Moon brought the base of the cock up against her lower abdomen, just above her pubic mound, roughly the same area you would find it on a stallion. Again, the flesh melded into her body, joining her and the penis inexorably.

“Mmmm!” She cast her head back with delight. “Such sensations! As if my rut-button were the size of my leg!” She giggled. “No wonder stallions are always so starved for a good bucking! Ah?”

Nightmare Moon’s exclamation came as the penis rapidly shrank against her stomach, deflating quickly and becoming flaccid… retracting into a thinly-furred sheathe that in itself was quite long, the bulge reaching up between the cleavage of her pert, but slim teats.

“Ahh… I can feel your mother’s fluids draining out of my new cock and through my body… perhaps a last resistance of hers?” Nightmare Moon mused, mostly to herself. Twilight was too busy sobbing inconsolably, her mind a fractured mess. “I see that I will need to be the one to fill it with my immortal blood… just as I have filled your brother and father with my seed.” She grinned, idly hoofing her new appendage.

“Curious, this sensation of stroking oneself.” She giggled, stepping back to all fours. “Are you listening, my lovely broodmare?” She looked over at Twilight, groaning and writhing inconsolably on the floor.

Through a haze of tears, Twilight clutched at the bedsheets near the spots where her family had just been. She was a mess of tears and sweat, bawling, choking, scarcely able to catch her breath as she vainly touched the last place she’d seen her family… her everything.

This couldn’t be happening! This wasn’t happening! The thoughts raced through her head… before crashing back to the horrible, hideous reality of what she’d just seen… and sending her back over that abyss of despair again and again.

“Tiresome… console yourself my broodmare.” Nightmare Moon sniffed, releasing the magical spell that held Twilight in place as she did so, then headed toward the door. “I go to check on my… on our new kingdom,” she opened the door, partway down the hallway was the paralyzed night guard, still trying to crawl away into the royal chamber, “...but prepare yourself! For when I return… I shall re-acquaint you with your… family.”

Nightmare Moon’s laughter echoed off the walls as she strode away from the chamber.

Twilight wasn’t sure how long she was alone in that room.

It might have been minutes. An hour. A year.

Time had no meaning to her, alone and devastated. Everything… everything she had ever loved, ever held dear had been ripped away from, defiled and destroyed. The surges of panic that she felt wrack her body every time she remembered the events of the day were starting to subside, slowly, painfully. Her body could only produce so much adrenaline, so much panic. Her mind was literally exhausting itself of the capability to feel.

She welcomed the new, solemn coldness. That new hardness of heart - a shield against the painful, overwhelming emotions that could overthrow her sanity so easily.

The tears slowly dried on her cheeks, leaving sparkling salt residue in two streams on her face. Her heaving sobs slowly came under control, becoming shuddering breaths, then calm respiration. Her eyes finally began to focus, no longer simply staring at the spots where her family had been… instead staring off into a thousand-yard space in front of her. She was cocooning herself, withdrawing from this awful world.

But Gods her heart still hurt.

It hurt so bad.

She sat in that timeless state, waiting not thinking or feeling… just being. It was all she could do to keep those thoughts, fears, memories from coming back…

Her fragile peace shattered into a thousand shards as the door was opened, and the tormentor of her nightmare returned.

“Ah, my little broodmare!” Nightmare Moon grinned, trotting in with her head held high. “I see you have stopped crying! Good!” She smiled pointedly down at Twilight, who could only stare back at her.

“I also see you did not use your time to… waste yourself. To take the coward’s way out, as my sister had.”

Twilight blinked, the realization coming to her in a rush. Why hadn’t she done just that!? Standing here blubbering like an idiot, then gaping thoughtless out into the middle distance, what a fool she had been! She could have thrown herself from the window, or fashioned a noose, or found something sharp in the room… anything to end the pain and suffering… and maybe even to rejoin her family.

“I knew you were too courageous to take that way out and leave other ponies to suffer in your stead.” Nightmare Moon nodded, trotting over to the bed.

“Now, shall we begin?”

“N-n-NEVER!” Twilight croaked, her mouth dry and throat raw from so much crying.

“A fantastic spirit - while will serve our foals well.” NIghtmare Moon jumped up onto the bed with a chuckle. “But I will conquer you, Twilight Sparkle. Shake your head and stamp your hooves all you like, my little filly. But know that I will not only take your body but your mind, your heart… your very soul.”

Twilight snorted, trying to spit from her dry mouth. “You’re a lying witch.”

“I am the Princess of the Night, my little broodmare. Every subtle art of lovemaking, every forbidden desire, every instinctive, biological urge. I know them all. I know exactly what will break you, make you a slave to my will, my body, my cock. I know your shameful triggers better than you know yourself.”

“You’re bucking insane.”

‘Hah!” The alicorn chuckled, adjusting some of the sheets as she did. “Did you see the love poison being used out on the streets of your city? Enslaving your mares to their thestral superiors, through only the power of lust and need? It was a meager distillation of my essence, my little filly.”

Twilight blinked as she remembered her friend Moondancer’s reaction to the strange injection she’d received.

“Mares try to deny it… that burning ache between their legs, the mind within the mind… the primal need for pleasure, to breed, to reproduce. But it is there. I put it there.” Nightmare Moon laughed. “Countless times have I watched the chastest mare abandon her family, friends, dreams… all for the good poke of a stiff cock.” She looked down at herself, inspecting her new equipment. “And when I am the puppet-master, pulling those strings of desire… the effects are total, permanent. Many a mare has awoken to a wet bed from even the most casual of erotic dreams I send their way.”

Twilight felt sick to her stomach, a pit of disgust… and fear… part of her knew that there was some truth in these words.

“Even you, my little broodmare. Those wet dreams, those stallions you imagined… rutting you… ravishing you…”

“S-stop…”

“I saw them, I put them there. Those dreams of your brother. Your father. Your mother.” Nightmare Moon arched her eyebrows seductively. “Naughty little filly.”

“I… I didn’t… th-they were just dreams…”

“Yes. Just dreams. Yet your sheets were still soaked those next morning weren’t they? And your waking didn’t stop your young hoof from exploring… from teasing out another rush of relief… did it?”

Twilight shut her eyes, shaking her head to dispel the memories.

“Don’t fret, my little filly. My mastery of you will be complete, and how fitting that the objects of your forbidden lusts will be the objects to destroy your conscious will.” Nightmare Moon suddenly hummed in thought. “We all wet the bed, my little broodmare. It is nothing to be ashamed of.”

Before Twilight’s eyes, Nightmare Moon’s penis began to slip out of its sheath, flopping out slowly and extending toward the bed. The long grey snake unfurled flaccidly, bending down like a limp firehose, nearly touching the bedspread as it did.

“Here, let me show you…Let me give you a sniff of the source of that meager love poison.”

A great, steaming flow of clear liquid began to spatter out from Nightmare Moon’s flaccid penis. It seemed like urine - the volume was just far too much to be anything else. It even smelled like piss, as it pooled and puddled the right side of Celestia’s massive bed.

Oh God’s the smell.

Immediately, Twilight felt her nostrils flare. That stink, that sharpness. There was something else hidden in the complex molecular aroma of the steamy fog, something musky, oaky… enticing. She felt a ripple through her body, her fur started to stand on end. A flush of heat splashed out from her heart, making her brow sweat.

“Hmmm…. Relieving oneself as a stallion is quite convenient, no squatting is much more regal.” Nightmare Moon mused as she continued to empty herself onto the bed, a trickle beginning to slosh over the edge of the bed.

It was so thick in the air now. Twilight could taste it. Her mind was screaming, yelling at her to stop, to clamp her mouth shut, to dive out of the window to her end. Anything!

But her body wasn’t listening. Just a sniff more… just a little more inhalation.

Her hooves began to move toward the edge of the bed, climbing up and approaching closer to that musky wetness.

“Yes, that’s it. You are a woman Twilight Sparkle, your body cannot resist this.” Nightmare Moon grinned.

A few inches closer, Twilight’s eyes darting wildly from Nightmare Moon to the steaming flow coming from the end of her silver-grey cock. She needed more of the smell, it was so… relieving. A fog that was calming that annoying part of her mind, screaming and crying about the past. It was so much easier to just listen to the desire… the unconscious push.

“Ahhh…. Most satisfying.” Nightmare Moon sighed, as her stream became a trickle, then a few drips, then stopped. “And I believe I need to shake?” She gripped her flaccid cock, wringing a few drips out of the end as she did so.

‘S-stop! Stop crawling Twilight! What are you DOING?’ Her mind screamed out, from its desperate final redoubt. But instead of a scream, a moan escaped her lips. Her body physically sagged at the sight of that heavenly stream ending. But the waves of heat were coming on stronger, and faster now. Her nose was almost to the very puddle on the white royal sheets, and it was snorting and sniffing with fury to inhale as much of that wondrous essence into her lungs.

Wave after waver of heat was filling her, making her heart race… making the junction of her thighs begin to burn… to ache… to swell.

“Mmmmnggghhh….” Twilight’s tongue slipped out of her mouth. She could feel her vulva puffing up, pumping with blood as they engorged, straining against the edges of her tight, teenaged asscheeks.

“Don’t restrain yourself, my little broodmare. I made that for you.”

Twilight’s eyes rolled in her head as she dragged herself into the soaking, damp spot on the sheets rubbing her face into the heavenly richness of the powerful alicorn pheromones. She felt her dock stiffen and raise, lifting her tail up high and out of the way instinctively.

‘Why!? Why can’t I stop!? What’s wrong with my muscles? WHY!?’ Her futile thoughts raged underneath a layer of drunken need. With a moan, she released her tongue from her mouth and dragged it across the sopping sheets. An explosion of sexual sensation filled her palette, sending a lightning bolt arching down her spine, right through to her tailbone.

Her marehood clenched and contracted, sending out her rigid clitoris firmly into the air of the room, thrusting it out once, twice, three times as she winked in succession…. Firing small spurts of her own fluid onto the bed.

‘Why!? Why!? Why why why why!? Why did her body feel like this? Why did it feel so good?’ Twilight felt her own mind rebelling, churning, screaming out… even as the weight of unbearable lust, fuelled by the arcane magics of Nightmare Moon’s alicorn body, pressed down on her neural network.

Like little, mischievous gremlins, Nightmare Moon’s thaumic and biological eroticism invaded Twilight’s mind, body, and soul. Little tweaks here and there… a clenching abdominal muscle brought on by the inhalation of that musky fog… a spark in her cortex’s pleasure center from the energy cascading off of the dark princess’s horn in waves… or the faltering boundaries of her inner magical soul as the night monster’s aura desecrated and defiled her…

It was all adding up to one thing - a far more potent violation of her senses than that syringe of love poison could have ever been.

But there was no mercy in it for Twilight, no complete loss of sanity and self. Nightmare Moon was denying her that.

So beneath her sweating, panting, moaning exterior, her aching heart, and her crumbling psyche… Twilight remained, conscious of her own body’s betrayal against her.

“What’s wrong my little broodmare?” Nightmare Moon chuckled, lying back on the pillows of the bedspread, proudly displaying her floppy flaccid cock... “I can sense your mind within, struggling, rebelling against me…” She looked down on Twilight with a grin, “Even as you grind your muzzle through my effluence… just give in, child.”

Gods, she wanted to. Every fiber of her being wanted to surrender to the sweet promise of oblivion, of sacrificing every shred of decency and self, to let herself be swept away by the Gods damned burning pleasure that her wanton body assured her was awaiting her if sh-

‘NO! NO no no no no!’ Twilight raged within. ‘She’ll never take me, my soul, my heart!’ The thought succored her. But she couldn’t stop her body from grinding itself into the wet fluid of the bed, rubbing her chest fur against the puddle that had been there, trying to coat herself in that impossibly sexy perfume. Her left hoof reached out for her own winking sex, grinding into the burning slit, as if she could somehow put out the fire of her loins.

But Twilight, deep inside, was still defiant.

Nightmare Moon frowned for a moment. She must have sensed the resistance within. But her disappointment only lasted as long as it took for those evil eyes to shine brightly with a new, sinister idea. “Hmm, well then, if you wish to be so reserved, simply stop. Cease crawling toward me like a pathetic mongrel, and I will leave you be.” The alicorn allowed her hips to splay wider apart, displaying that massive grey cock and the huge, swollen, white and blue balls underneath. “Don’t crawl up here and sip from the very source you so desire.”

Twilight moaned aloud, turning her muzzle up slowly to look at the Night Princess. Her whole body lurched with a biological need to smell that heavenly musk… her lungs burned like she needed to breathe. Her throat was parched with thirst for cock.

Twilight’s thoughts became dim, quiet, overshadowed by the drive of her mind to crawl up onto her queen, her lover, her master… and worship that stallionhood.

“Mmmmm….. M-m-mom…” Twilight’s mouth formed the word of its own accord as she reached the bottom of where Nightmare Moon was sitting. “S-shiny… D-dad…” Twilight’s eyes rolled in their sockets, her blinks coming uncoordinated - first one eyelid, then the other, as she struggled to focus on the huge balls and stallionhood right in front of her.

“Go on child, give your family a kiss. They miss you.”

Twilight wanted Nightmare Moon to force her, grab her by the mane and shove her into her groin. To make her non-complicit in this act. To give her that shred of dignity. But her body would act on its own accord.

With a lunge, Twilight buried her nose into the musky sack that had once been her beloved brother and father. She could smell them, the essence of those ponies still there… but enhanced with such potent lust-magic that her mouth began to salivate, drool overflowing from her sagging lips.

She pressed deeper into the fat, hanging testicles, letting the weighty objects rest on the bridge of her nose as she took a deep, snuffling inhale. The fog filled her lungs, a dripping steam of sex. She could even smell Nightmare Moon’s marehood, an eclectic evil blend of spice and magic.. Her heart pounded with joy - she was turning her mistress on!

‘Fuck! Fuck fuck fuck… Stop! STOP STOP!’ Twilight’s psyche screamed out internally. She didn’t want to turn that sadistic bitch on! Didn’t want to feel good about having done so! Didn’t want to be submitting like this to her! Why? Why!/

Twilight moaned, taking part of the big, sweaty, smooth ball that had once been her father into her mouth. With loving care, she stroked the huge egg with her tongue, wrapping around it and teasing, unable to take the whole of the thing into her because of its size.

“What a daddy’s girl you are, my little brood mare.” Nightmare Moon laughed. “Tell me, did you wish for him to mount you? Rut you? Pound you hard during your first estrus as a filly? Tell me the truth.” Nightmare Moon’s horn crackled with energy.

‘Fucking BITCH!’ Twilight’s mind raged. ‘How dare she talk about my father the stallion she murdered the father I loved, and imply such a thing!?’

“Mmh...mhmm... “ Twilight gurgled, around the testicle. A dopey smile on her face. Instantly, memories rushed back through Twilight’s brain, her as a young filly, going through her painful first heat. The first time she’d dipped her hoof into her honeypot, unsure, experimentally… her door locked against intruders. And who did she think of? What stallion whom she loved and respected, who made her feel safe and secure… where did her thoughts go to? Of course she’d imagined Night Light in those moments.

“Of course you did, child. All fillies wish for their father to breed them when they are young.” Nightmare Moon smiled knowingly at the mare worshipping her balls.

‘Noooooooo!’ Twilight despaired internally, as the memories ran through her. She knew that Nightmare Moon could see them, her deepest darkest humiliations laid bare, those thoughts of her father mounting her, fucking her, exploding in her, brining her to culmination as she smashed her little hoof against her fillyhood all those years ago.

Could those memories be false? Planted there by Nightmare Moon to humiliate her? No, they were real. And they were not for her.

Nightmare Moon smiled softly, then plucked her big blue testicle out of Twilight’s hungry maw. She quickly calmed the sad moan by filling her mouth with her brother, the slightly larger white orb… which she quickly covered in her drool as well.

Twilight’s eyes rolled back in her head briefly and her eyelids fluttered with delight. Her whole senses were filled with the taste of her brother, that smell of his shampoo, his sweat, his musk. Every memory of every hug and every time he had ruffled her mane racing through her mind. She suckled the sweaty, swollen testicle harder, trying to coax in more of that heavenly, sexy magic into her belly.

“Ah, a close sibling bond too? Now that is not so common… tell me, my little broodmare… just how close were you? Was your brother your first true love?”

‘Stop STOP STOP!’ It was no use.

“Did you imagine him? His impressive length and girth… spreading you? Taking you?”

“Y-yess…” Twilight moaned, her brother slipping out of her mouth. A stream of memory flowed through her - the first time she’d snuck away to a sex shop in her early teens, the way she’d clandestinely purchased a stallion-shaped cooler had stuffed it unceremoniously into her saddlebags to secret them back to her room. She’d carefully inserted that whole, stiff, lifeless black silicone cylinder into her body, squeaking muffled grunts as it slid up her tight little fillyhood.

The entire time she’d been thinking of Shining, her gentle, reassuring older brother.

She’d quickly named the toy ‘little-shiney’, and she loved to ride him after a particularly bad heat, or a frustrating day… or if she’d caught a glimpse of her brother working out in the backyard. She always placed him between her legs, riding the thing cow-pony style, imagining her brother’s hooves on her hips pulling her down.

“So you wished to ride your brother’s cock, hm?” Nightmare Moon grinned down at Twilight. “Such boldness for a mare, the times really have changed. Tell me, did you know your little-shiney was but a shadow of the size of your brother’s actual stallionhood?”

Twilight nodded, sloppily swirling her tongue over the white testicle.

“How?”

‘Stop stop! Get out of my memories!’ Twilight immediately recalled peeping on her brother during one of his more… intimate moments. Watching him stroke himself to completion, her young hoof playing between her thighs. He’d only been a young stallion at that time, but it quickly gave the fourteen-year-old Twilight all the fantasy fuel for the remainder of her young adult life… She started thinking of ‘Little shiney’ as nothing more than a stepping stone to the real deal.

“Naughty naughty filly.” Nightmare Moon clucked, putting a hoof under her chin and parting her from her beloved older brother. “And not nearly enough courage - you should have taken him, forced yourself upon him.”

Flashes of fantasies from those days raced through her head, visions of Twilight tackling her brother with her own magic, fellating him, mounting him, riding him until he popped inside her, filling her, sating her. Twilight looked into her tormentor’s face and moaned stupidly.

“Yes - like that… like I will take you, my little broodmare.” Nightmare Moon slowly moved twilight’s muzzle upwards and forward, booping the end of her nose against the base of her massive, flaccid cock, which had once been her beloved mother.

“And your mother? I’m starting to think that my sister chose the most debauched little pupil available… what did you think of her?”

Twilight’s memories ran blank. Only thoughts of her mother smiling, hugging, supporting her. Small flashes here and there where she’d seen her mother’s private bits, had smelled her fragrance during those springtime seasons. But there was no desire there, nothing beyond the respect of a filly for her beautiful mother.

“No? A pure love for your mother then?” Nightmare Moon smiled, as she forced Twilight more strongly onto her grey flaccid cock, making her part her lips to caress the base of the soft shaft, embracing it in a warm mouth-hug. “Mmm… yes child, I can feel your mother’s love, flowing into me… filling me…”

‘Gods, please! Please! Just kill me!’ Twilight begged, even as her body roiled with pleasure, shaking with excitement at taking the slowly stiffening cock into her mouth.

“You must know your mother was not some perfect mare, hmm? That she loved to be bred, would have raised her plot and flicked her tail for your father, or for one of my thestrals, or for me? She was a woman, after all.”

‘Twilight nodded as she started to slowly bring her tongue up the long, pale shaft. Underneath that hot, smooth skin, heavy pulses of alicorn blood filled her mother’s spongy cavernosum, inflating the penis like a balloon, quickly swelling it past 14, 15, 16 inches. ‘Shut up, shut up, shut up! My mother was a great, decent mare!’

“Oh she was, she was. But like all mares, my little pony, her purpose in life was to be bred.” Nightmare Moon groaned for the first time, as her fattening cockhead briefly jammed on her own belly in its expansion, before continuing to slide up her chest as it became more erect. “To be stuffed with a noble stallionhood. Surely you must have seen that?”

“Y-yes…” Twilight breathed quietly, as she crawled further into Nightmare Moon’s lap, unable to stretch further to continuing lapping up the length of the rapidly stiffening behemoth. “I s-saw…” She mouthed the word in desperation as she reached the medial ring of stallionflesh, already become a terrifyingly wide donut of horseflesh.

A memory flashed through Twilight’s mind… a night only a few years prior, her mother’s birthday, she’d gotten up in the middle of the night to investigate a strange thumping sound she’d heard from down the hall… looking through her parents’ bedroom door she saw it: her mother, still wearing her black evening gown from the fancy restaurant the family had taken her out to… still wearing the pearls and lipstick… a truly classy mare… The vision of elegance and poise shattered as she saw the rest of the scene: her father, Night Light, was on top of Velvet… grunting and sweating as she moaned and shook her ass like a back-alley whorse... as the stallion pistoned his thick blue cock in and out of her tailhole, fucking her brutally in the ass.

“Yes! Yes!: Nightmare Moon cooed, her cock growing longer and wider, 18,19, 20 inches now...

Twilight had watched in silence to the end, as her mother begged Night Light to give her her ‘birthday present’... which he did, driving his shaft into her anus so deep his balls slapped against her, before exploding enough spunk in her for the messy, load to cum burbling out of her rear. Twilight had quickly retreated, happy that her parents were still very much in love, but trying to burn the sight out of her memory.

“MM, yes. Your mother liked it in the rear, hm?” The dark alicorn groaned, as she began to hoof the tip of her cock gently, coaxing more growth out of it, 21, 22, 23 inches. “Perhaps that runs in the family? We cany explore this modern way of lovemaking, my little broodmare… so long as it does not interfere with my plans to have you bearing my foals.”

Twilight felt her body shiver, her tailhole clench at this suggestion. She’d never put anything in there, hadn’t even touched it with her hoof. Yet her body was dripping with the excitement of taking her lover’s thick pole into her forbidden orifice. Her mother’s fetish might be hers as well. ‘Stop! STOP! Release me! Leave my memories of my mother alone!’

“Come then Sparkle, give your mother a kiss. I can sense the love you two have for each other.”

Twilight’s body obeyed, snuggling up in the lap of the reclining alicorn so she could reach up to the end of the long, long, stiff cock. Twilight leaned forward, the tip of the flesh-ly tower just off the end of her nose. A slick, oily trickle of clear fluid burbled over the edge of the flare, running over the knobby ridge and slicking the underside of that flat, plate-sized dome, slicking the mottled grey-black upper shaft, making it shine with wetness.

“Don’t be shy, filly, your mother misses you.”

Twilight leaned forward, opening her mouth softly, parting her lips as if she were about to kiss her mother on the cheek. Then she brushed against that dome-like head, her mouth dancing across the swollen ring of the urethral cock slit.

Hot. Pulsing. Reeking of sex.

Fireworks went off in her mind, reminding her of the first time she’d cast a spell - the sudden alignment of so many questions and concepts within her biology that had once felt so disjointed… how everything had suddenly just felt right.

She needed more!

Her mouth opened wider, the soft kiss quickly becoming a sloppy one… then a raunchy suckle, as she strained wider and wider with her jaw to try to engulf more of the huge head. Her tongue raced over the drooling cockslit, lapping up the ambrosia that slaked her thirst, drinking in greedy gulps like a thirsty dog from its water bowl. But it was not enough, not enough!

“Y-yes! YES Twilight!” Nightmare Moon groaned, her hoof finding the back of Twilight’s mane, gently holding her in place.

‘Sh-shut the b-buck up! I… I d-don’t… I don’t want this!’ Twilight screamed at herself, as her body wrapped its forehooves around the throbbing shaft, using it as leverage to pull more of the head into her mouth.

“I don’t mind your teeth, child. My stallionhood is strong.” Nightmare moon coaxed, as she began to apply pressure to the back of Twilight’s head.

She felt her jaw straining, stretching painfully as the flare wedged itself against the roof of her mouth and her tongue. And it was still growing! Twilgiht let out a throaty growl, emanating from deep within her belly.

“So you want all of it? Foalish child, be careful what you wish for!” Nightmare Moon laughed.

Immediately, Twilight felt pulses of thickness and length wrenching her muzzle open. Wider, wider wider. Longer, longer, longer. The mere growth of the cock driving itself deeper into her throat as it reached its impossible final length of 26 inches, with a girth easily as wide as Twilight’s hindleg.

‘Oh God. Oh God. It’s too much!’ Twilight’s mind screamed. ‘This… b-bitch… she’s… I’m going to die choking on her… a-amazin-… her disgusting cock!’

Her body was screaming for air. Her lungs burning. The pain was immense, spots forming in her vision as she suffocated on alicorn cock, now wedged into the back of her throat. But her body’s desire couldn’t be denied, it wanted that wonderful smell… that alluring taste… that irresistible cock more than life itself.

“Good mare! A noble attempt… with practice, you shall take more of me by your throat, but I can reward such an effort. Are you ready?”

‘Y-yes! L-let me have it… l-let me breathe, I mean… let me have your… let me have air!’

Twilight felt the cock began to jerk and bounce in her mouth… then it pulsed.

A huge stream of thick, syrupy warmth poured down her throat, burning it like a cup of almost scalding hot cocoa, coating her esophagus with a heady sweetness as the mother-cock began to release.

As the magical fluid splattered into her gut, Twilight’s body reacted. It exploded. The thaumic, chemical energy in that nectar setting off every nerve ending, like a lightning bolt that raced out in every direction, out every limb and up into her brain… down to the tips of her hooves and out to the end of her horn… everything was lost in the intensity of the overwhelming orgasm, cascading over her like crashing waves on a beach.

Down below, her tail went stock-stiff… lifted by her quivering dock as her tailhole tightened and squeezed. Her pussy clenched and grasped at the air, sending her clitoris winking in and out, spattering her own marecum backward onto Celestia bed. A crackling sparkle of magical energy managed to leak past the magic-restraining ring, fizzle off of her horn with a weak popping flash. Her eyes began to roll back in her head, blanking out her vision.

She could feel the neurotoxic flood of pleasure endorphins melting her synapses, burning away her IQ as it overloaded her brain with chemical and magical energy.

With the last of her energy, she gurgled a rumbling scream around the cock in her throat, using the last of her oxygen to exclaim just her powerful her hip-grinding, ass-shaking, mind-melting orgasm. Her mind began to wink out of consciousness as she aspirated on the alicorn stallionhood.

‘I… I’m going to… d-die…’ Twilight thought, content. Whether content that her suffering was over, or whether she was content to die in such pleasure, was not something she was capable of contemplating at this moment.

With a sudden pull and rush of magical energy, Nightmare Moon extracted her still spurting cock from Twilight’s throat, sending the teenage-unicorn gasping through the air where she landed on her back.

Vision rushed back to Twilight’s confused mind as she drew breath once again. Only to quickly be covered in a splattering of clear, spurting stallion pre-ejaculate that was spurting from the end of the massive grey cock in front of her. With careful aim, Nightmare Moon hosed down the gasping teenager, coating her in dollops of sticky pre that were thicker than most stallion’s seed.

‘...wh-what? N-n-no...I… l-lived? I w-wanted… I want… I want to… wh-what…. Do I want?’ Twilight’s mind boiled, aftershocks of the orgasm racing through her as her vision was obscured by the clear fluid drenching her face and chest… the smell and haze so much more potent than anything from before, like a pepper spray of lust. ‘Th-that… p-pleasure… I c-can’t… I sh-shouldn’t… I don’t… th-that b-b-itch… is so… t-tempting…’

Nightmare Moon smiled down at Twilight, the last trickle coming out of her pre-ejaculate spurting out with a shake of her hoof, landing right on Twilight’s lolling tongue.

‘Th-that… t-taste…’ Twilight brought her tongue into her mouth with her own consciousness, swallowing the extra dollop that had been afforded to her. ‘N-no… s-stop!’

“You see my little broodmare? I will own every part of you… entirely. Forever. It is karmic retribution.” Nightmare moon rose quickly to all fours, hooves sinking into the covers as she strode over the panting filly, looking down at her. Her monstrously large cock, framed by its huge hanging balls bobbed halfway to the ground - even the alicorn’s powerful abdominal muscles were not enough to hold that huge weight up. “It is fate.”

‘H-help… I…. help me… M-mom…. D-dad...Celes-... Help me m-mistress.’

Nightmare Moon smiled.

“Roll over.”

Author's Note

This is the big one.

The concept that got me to write this story in the first place. The horrible grim depravity of having one's own family turned into the very organ that would then be used to defile them.

I can't imagine what it would have been like for Twilight Velvet to have her son change in her hooves like that.

THIS CHAPTER'S CONTEST QUESTION:

What do you think of Nightmare Moon's ultimate punishment? Was it more horrible than just murdering the Sparkles? Could you have thought of something more vile?

What do you think of Twilight's body betraying her? Will she be able to separate the feeling of her body from her conscious mind? Will she feel the shame? Or overcome it?

Best comment answers will score points. Top comment scorer at the end of the fic will win a 2500 word fic from me, the subject of which will be the winner's choice.

Current Leader:

-Exuno 7pts
-gapaot 7pts

Others:
-ponypron 6pts
-spoonlol 5pts
-GNSLNGR 4pts
-carbonnanotube 3pts
-dustyhooves 3pts
-Triv_ 1pt

Continuing to be awesome guys. Loving all the comments. GUNSLNGR slipped in at the last moment, and my enjoyment of the comment... along with his accurate prediction on who would be bearing the stallionhood was too good to pass up.