The waiting room of the Ponyville spa had a few Nightmare Night decorations hanging about. Not enough to break the relaxing ambiance -- Aloe and Lotus weren't about to hang up pictures of ghouls and zombies in their spa retreat -- but a smiling cartoon pumpkin on the bulletin board wished her "Happy Nightmare Night" with a little speech bubble.

Rainbow Dash tapped her hooves in annoyance, trying to force herself to relax as she checked the clock on the waiting room wall. Regardless of whether or not it was Nightmare Night, Rarity was late for their weekly spa day. She was always late, as busy as she was with work, but this time she was later than usual.

Rainbow hadn't seen Rarity since she had gone to check in on Applejack. Rarity, Applejack, and Fluttershy -- Half of her friends had been hiding away for days. Maybe something bad had happened? If Rarity didn't show up at the spa soon, she'd have to tell Twilight about her suspicions.

"Ooh, Miss Rarity! There you are. May I take your hat?"

Oh. Never mind, there she was. One of the spa ponies was greeting Rarity as she walked into the spa. Rarity answered, "No, darling. I'll keep it on if it's all the same to you."

Rarity was wearing quite the striking ensemble. She was bundled in a wide-brimmed hat, sunglasses, a black dress, and a silk scarf that covered her neck.

Dash laughed, "Geez, Rarity, did you really keep me waiting so you could put all that junk on? It's a bit early to be wearing your Nightmare Night costume!" Rarity's expression soured as Dash kept joking, laughing all the while. "You look like some old-timey actress hiding from the paparazzi!"

Rarity huffed, "There's nothing wrong with wanting to look one's best."

Dash shrugged her off. "Whatever. You know you're gonna have to take all that off when we get in the baths, anyway." If Dash hadn't turned around to walk through the doors after her remark, she would have seen Rarity nudge her sunglasses down with one hoof, leering over the edge at Dash's rump with a pair of gleaming red eyes.

"Haaaahh! Oh, yeah, baby!"

Rainbow groaned as she slid into the spa's pool, letting all her tension melt away. After a week of hard work and exercise, it felt amazing to pamper herself like this.

Meanwhile, Rarity stood at the edge of the pool, still wrapped from horn to hoof. "Come on, Rarity. Take it off and get in here. You've wasted enough time as it is."

"In just a moment, darling. You forgot these." Rarity's magic hovered a pair of cucumber slices over to Rainbow Dash, resting them over her eyes.

Dash grinned, "What's the matter, you get shy all of the sudden? You realize we normally don't wear clothes. Besides, you don't have anything I haven't seen before."

Rarity's lips curled into a smile. She muttered, too quiet for Rainbow Dash to hear, "You're certainly wrong about that."

Once her eyes were covered, Dash heard Rarity finally start to get out of all those layers of clothes. "So," she asked, "How's Applejack? You never got back to us after you went to check up on her."

Fabric crumpled to the floor as Rarity took off her dress before answering, "Oh, Applejack's doing just fine. Absolutely nothing out of the ordinary, darling."

"Really? Nopony's seen her in days. I was worried she might be sick."

"No, she's the picture of health. Why, last I saw her she was positively full of spunk." Rarity ended her statement with a low, almost sinister laugh as if she had just made some delicious pun.

*Splash*

Dash felt the water ripple as Rarity joined her in the pool, moving towards her from the other end. As she leaned back, she rolled her shoulders, working out the knots in her muscles.

"Rainbow, dear, you seem ever so tense," Rarity observed. "You must be running yourself ragged!"

Dash agreed, "Yeah. Balancing weather stuff with Wonderbolt practice -- If we didn't have these spa days, I'd keel over."

"Tsk, tsk, you poor dearie," Rarity cooed. "If you'd like, maybe I could give you a shoulder rub?"

Under the cucumber slices, Dash raised an eyebrow. "Sure, I guess?" As Rarity moved in front of her, she hastily added, "Just, uh, don't touch my wings."

"I wouldn't dream of it, dear." There was some splashing as Rarity reared up and lifted her forehooves out of the water. Looming over Dash, she placed her hooves on her shoulders and began to move them in circles.

"Hoooohh, yeah," Dash moaned, "That's the spot. Ah -- a little higher...yeeeahh." Rarity's hooves worked the kinks out of the muscles in her shoulders and neck.

Dash squirmed and groaned shamelessly as Rarity massaged her. Dash was never much for decorum, and her spa days were her time to let down all facades of being a tough pony that hated being pampered.

After a minute, she could feel warm breath washing over her muzzle. Rarity's muzzle couldn't have been more than a few inches from her own. "Getting a little close there, aren't you, Rarity?"

"Oh, am I?" Rarity answered in an innocent voice, never stopping the massage.

"Um, yeah, kind of." Dash laughed nervously. "I mean, you're so close we're nearly kissing."

"Well, we can't have that now, can we?" Rarity teased.

Rarity kissed her.

For a second, Dash didn't believe it was happening. Rarity's lips pressed her own, her hooves moving from her shoulders to wrap around her. After a few electrifying moments, Rarity moved back, their lips parting, but their noses still touching, as if Rarity were silently awaiting a response.

It was a lot to process -- Not that she had never seen Rarity in this way, but she never expected anything would come of it, let alone that Rarity would be the one to initiate it. But why? Why now? Why here?

Ah, fuck it, she thought to herself.

She pushed forward, kissing back against Rarity. The only sounds apart from the generic ambient spa music were little splashes in the pool, the press of flesh on flesh, and ragged, impassioned breathing.

Something else moved in the water. When it touched her, it took a minute for Dash to realize what it was. Hot, un-furred flesh poked against her. As Rarity's kisses trailed down to her neck, Dash lifted a cucumber slice to see.

And she saw everything.

Under Rarity there was a grey sheath with a pair of hefty, smooth balls, and from the sheath a mare-cock was proudly surging outward. That alone was enough of a shock, but Rarity also had a pair of bat wings growing from her back.

"Rarity, what the fu--"

The instant Dash yelped out, Rarity bit. She realized there was nothing she could do. Rarity was some kind of vampony, and her mouth was already at her neck. She pushed back, splashing feebly, it was all for naught, and soon the struggle stopped.

By the time Rarity's fangs left her neck, sending two little drops of blood into the water, the mare-cock was at full mast, its full length pressed between their bellies.

"Sorry to be so rough with you, love," Rarity said in a lusty, purring voice as she spread her wings, "but I'm afraid blood-sucking comes with the territory." Stepping back, she gave an elegant twirl, showing off her new endowments. Her eyes, her wings, a bite of her own on her dainty white neck, and of course, her cock. "Aren't I just perfect? Like a queen of the night!"

Dash had to admit, Rarity was really rocking the whole "seductive vampony" vibe. As she stared at Rarity's member she felt a heat between her legs, shifting her hips with arousal. Rarity giggled, "Rainbow, a lady doesn't stare. And she certainly doesn't drool, though I suppose I am magnificent." Dash tried to shake some sense into herself, blinking her eyes.

She brought a hoof to her lips. Fuck, she thought, I really am drooling.

Folding her wings back against her body, Rarity shot her a look. "You know, We could stop right here if it's all too much for you to handle. I'll put my clothes back on, walk out of this room, and find somepony else to alleviate my...tensions. Or," she stepped forward, "I can show you just how good it feels to be a vampony. So, which will it be?"

Dash gulped. Tentatively, she whispered, "I guess you could stay. I wouldn't mind..."

"Oh?" Rarity cocked her head, feigning confusion. "Just stay here, in the pool with you? Are you absolutely sure you don't want me to do anything else?" Leaving no doubt what her intentions were, she traced a hoof down from Dash's chest, to her groin, resting it right above her marehood.

Blushing, Rainbow spread her legs.

"What's this?" Rarity asked as she straddled her. "We can't have any secrets between us. I must know precisely what it is you want me to do." The blunt cockhead pressed against Dash's marehood, the top of its crown resting snugly between her lips. Rarity brought her fanged mouth down next to Dash's ear.

"Say it."

Dash's heart felt like it would leap out of her throat. She wanted to feel Rarity inside of her. She wanted to be a vampony herself.

"Fuck me."

Rarity's shaft lanced into her, their hips meeting with such force that Dash was lifted a few inches out of the water.

"OH, FFUUUCK!!!" Dash's scream bounced off the spa's walls, its echoes drowned out by the splashing as Rarity pumped her hips like a mare possessed. Rarity's shaft wasn't the widest, but constant exercise and a lean frame gave Dash the tightest pussy in Ponyville.

"You feel so...*pant*...so...good...Oh shit!" Dash felt her pussy's muscles twitch, like a teaser of the orgasm this cock was sure to give her. "I can't believe this is happening..." Every word was squeezed out from between clenched teeth, as Dash tried desperately to hang on to the edge of the pool behind her.

The effects of their passions were showing on Rarity's face too. She stared determinedly at where their bodies met, taking deep breaths through her beautiful, luscious lips as she power-fucked. The motion of her body had the water around her waist roiling and frothing, mixing with their own fluids.

Rarity had worked out all the tension in her shoulders, and now her magnificent cock was undoing the rest of her tensions from the inside-out. It was a struggle for Dash not to just surrender to the pleasure, knowing that if she did she would slip under the water. The way they were positioned, her butt was lifted off the floor of the pool, held aloft in the water by the strength of Rarity's shaft.

"This cunt of yours really is something else, darling," Rarity purred. "The stallions of the world are missing out on a divine experience. But their loss is my gain, I suppose."

Dash wailed with pleasure as Rarity leaned in and nibbled the tip of her ear. She whispered, "I know that you normally, shall we say, cherchez la femme, but I think you'll agree --" Rarity tightened her lower abdominals, making her cock rise and flex inside of Dash. "-- that there really are some itches only a nice, big cock can scratch."

Dash blushed, but could only nod in agreement, given her expansive collection of dildoes at home. "Hell, I don't much care for stallions, but this--" She gyrated her hips "--A nice, hard, virile cock on a sexy mare? I could get used to this!"

"You certainly will get used to it." A chuckle rose in rarity's throat. "Once we're done, you'll have one yourself." She blew into Dash's ear. "Would you like that, darling? A nice, lovely cock of your own to play with? I'm sure Ponyville's mares will swoon."

Hell yeah, they would. Dash pictured it. If she had a dick, it was sure to be an awesome one.

Rarity groaned, "I'm awfully close, so you need to make your choice now." Moving face to face, the pair locked eyes. "What's it going to be? Are you in, or are you out?"

Dash answered as Rarity drove deep into her, as if she were pushing the answer out. "Give it to me!"

Both mares whined as Rarity began the final approach to her orgasm. Under the water, her potent balls swelled with ardor, ready to blast her seed into her eager thrall. Her cock felt hotter and hotter, engorging itself as it pistoned into Dash's marehood.

Dash was about to cum herself, her wings shooting out behind her. "RARITTYYYYY!!!"

Rarity silenced her, locking their lips together in a lewd, passionate kiss as her flare blossomed out inside of her friend. Dash arched her back, half in pleasure and half from the unstoppable force of Rarity's final thrust, as a jet of cum surged down her shaft.

When the payload exploded from its tip, both ponies hips shuddered. One, two, three ropes of cum fountained out of her cock, throbbing against her walls each time it did. Once her insides were thoroughly painted, Dash saw the water around them turn cloudy white as a backflow oozed out from where Rarity's cock pumped its seed into her.

The pair caught their breath. After a moment of silence, Rarity laughed, her cock still inside of Dash. "I'd ask if it was good for you too, but I think we both know the answer to that, love." She kissed her gently as she withdrew her cock, her corruptive cum burbling out into the water.

Dash could feel the cum inside her, and from it, she felt a sensation, one that was dark and magical. "This isn't gonna hurt, is it?" she asked.

Rarity shook her head. "Oh, heavens no. It's going to feel wonderful."

And it did. Rainbow's hips shuddered, her muscles feeling like jelly. Losing her balance, she slipped under the water, splashing around as the changes happened.

When the splashing stopped, Rarity looked at the water, worried. But then, rising out of the water came a big blue cock, quickly followed by the rest of Dash's body. As the newly transformed mare lifted herself to the edge of the pool, feathers fell off her wings, molting to reveal leathery bat wings.

Dash stared at her new cock, transfixed by it. When she went to touch it with one of her hooves, her wings instinctually copied her motions. She sucked in a breath in surprise at the sensation when her hoof brushed her new endowment, but when her wings touched it, she doubled forward, groaning, "Whoo, yeah...that's...oh, WOW!"

Wrapping the tips of her wings around herself, one wing taking the tip while the other massaged the base, Dash's tongue lolled out of her mouth. "Oh, yeeeshh..."

Rarity tsked in annoyance, batting away Dash's wings with her own. As Dash stared at her, not understanding why Rarity would interrupt something that felt so good, Rarity reprimanded her, "Now, Rainbow, if you keep doing that, you're going to spoil your appetite."

Dash misunderstood. "Oh, sure! Help yourself." She grabbed Rarity's head and began to bring her towards her cock, meaning to put as much of her length as she could manage down her friend's throat.

Rarity explained, "As much as I'd like to do that darling -- and believe me, I would--" She planted a kiss on the underside of Dash's rod before pulling back, "You have something else to take care of first."

Dash was still confused. "Uh, I do?" she asked.

Rarity smiled. "Of course." As her own cock began to harden once more, she piped her voice up. "Aloe! Lotus! I think we're ready for our massages now!"

She winked at Dash, who now could see exactly what Rarity was planning.

"And after we're done, I think we should visit Pinkie's Nightmare Night party."

Author's Note

Well, that's all for this year. I wanted 2 more chapters but it's 10 minutes until midnight. I guess there's always next year. Happy Hallo-Weiner!