Invasion of the Futa-Vamponies!

by manta999

Rating: mature
Tags: Applejack, Porn, My Little Pony: Friendship is Magic, Fetish, Rainbow Dash, Rarity, Non-consensual, Fluttershy, Sex, Profanity, Random
Length: 7100

Flutterbat is back, and she's got a little something extra this time in addition to the fangs and bat wings. Of course, Fluttershy has to share gifts like this with her friends. After all, being a futa-vampony isn't so bad!

It's almost Nightmare Night, and Flutterbat has returned! This time she's got a little something extra in addition to the fangs and bat wings, and she's hungry for more than just apples. Of course, Fluttershy has to share gifts like this with her friends. After all, being a futa-vampony isn't so bad!

This is my submission for the Brony-wan-kenobi's contest, https://www.fimfiction.net/group/12/clopfics/thread/479433/bronys-spooky-cloppy-contest-returns.

Contains Futa/F, non-con, mild hypnotism, vampire/futa transformation, and biting. All the parts of a balanced breakfast.

Published 2021-11-01 04:00:01 UTC
Last updated 2021-11-01 04:00:01 UTC

Flutterbat gets Applejack

A cold autumn wind breezed through Twilight's mane as she walked up to Fluttershy's cottage. Nightmare Night was only a few nights away, but nopony had seen Fluttershy in days. She usually hid in her cottage on Nightmare Night, afraid of even the least scary costumes, but that was still some days away. Was she afraid of even seeing ponies getting ready for Nightmare Night this year?

Twilight shook her head. And here she was, thinking that Fluttershy had toughened up a bit. She was such a scaredy-pony sometimes!

As she knocked on the door, it swung open. "Hello?" Twilight called out, "Is any-creature home?"

The house looked like it had been abandoned for days. Dust and cobwebs were starting to crop up, but Twilight supposed that for all she knew, Fluttershy might have just started taking care of a family of spiders. "Fluttershy?" Her voice echoed in the empty house. "Angel-bunny?" No answer. "Discord?"

Twilight trotted over to a nook in the corner with papers strewn everywhere. Evidently, Discord had been working on some kind of project, as the papers were piled under an armchair that was somehow sitting on the ceiling.

The papers were labelled "Nightmare Night Plans", and had a list of ideas written under them. Most were scratched out, with a note scrawled next to them.

~~Zombie Apocalypse~~ (What is this, 2008?)

~~Were-Rabbits~~ (Dreamworks would sue my ass)

~~Ponyville Chainsaw Massacre~~ (Too gory)

~~Flutterbat~~ (Already used that one)

It was all nonsense. But Twilight noticed that under "Flutterbat" was an idea that had been circled with a pen instead of being crossed out.

"FUTA-BAT!"

*SQUISH*

Applejack cussed as she accidentally stepped on yet another wrinkly, de-juiced apple, not having seen it in the dark of the night. The desiccated fruits were everywhere, all over the orchard. Tons of Sweet Apple Acres' prize-winning apples had been reduced to worthless mush by some rotten varmint, and Applejack was going to get to the bottom of it tonight.

Her first thought was pranksters. The local colts sometimes pulled pranks like this close to Nightmare Night, but she had dropped that theory when she saw the bite marks in the apples.

Bats. It had to be bats. She thought those darn things had promised to leave her crops alone, but clearly the winged rodents needed to be taught a thing or two about messing with the Apple family. Those apples were supposed to be used for treats and bobbing for apples on Nightmare Night. She wasn't about to let them ruin that, even if Fluttershy would throw a fit about Applejack not showing kindness to the bats. Sometimes that pony was too gentle for her own good.

Applejack was completely unaware of a pair of blood-red eyes staring from behind her. Hanging from a bough of an apple tree, a shadowy figure stretched out one huge, webbed wing, then another. It silently dropped from its perch, gliding towards the unsuspecting farmer. Bat wings usually made lots of noise, but this creature had a lot of experience being quiet.

Oblivious to her impending fate, Applejack rolled over another drained apple. "I swear, the critter doin' this must love apples almost as much as I do."

Applejack turned her head at the last second, just enough to see who was swooping down at her.

"Fluttershy!?"

That made no sense! Sure, Flutterbat was an apple-crazed menace, but Fluttershy hadn't been a vampony for years! It did answer the question of who'd been sucking all the apples dry, but --

Wait, what was that between Fluttershy's legs?

*WHUMPH!*

Applejack crashed to the ground flat on her belly, her hat flying into a pile of leaves in front of her as Fluttershy landed on her back. Fluttershy panted, her face flushed with pent-up desire as she straddled her prone friend. Looking behind her at the space between them, Applejack stared, unable to explain what she saw.

A length of hardening stallion-meat hung from between Fluttershy's thighs, pressing against Applejack's exposed crotch. From the yellow at its base, it mottled out to a pink that nearly matched the color of Fluttershy's mane.

"Fluttershy, what...what in the hay is goin' on?" Applejack asked. "I can almost understand what you've been doin' to my apples. Heck, I love them so much at times I'm amazed that our family hasn't put ourselves out of business by gobblin' them all up."

She shook her head, trying to focus on the problem of the moment, rather than her own apple-related issues. "But what are you doin' with them bat wings again, what are you doing with a big ol' pecker like that, and what," -- She raised her voice -- "are you doin' pressing it up against my cooter!?"

Fluttershy answered by giving Applejack a ravenous look, practically drooling as she stared at her neck. "I'm sorry, Applejack," Fluttershy squeaked. "I just woke up like this! I scared myself half to death when I saw what I looked like, but after that, all I could think of was sinking my teeth into a nice...juicy...oh, sweet Celestia..." Fluttershy practically drooled as thoughts of apples clouded her mind.

"Okay, okay," Applejack said, trying to get her back on track, "but none of that addresses that." She stared at the throbbing member as it pulsed with Fluttershy's heartbeat.

Fluttershy blinked, almost as if the cock was the less surprising thing about her. "Oh, this? It showed up along with everything else that changed." She puffed a breath of air out her nose as she bit her lip, and she unconsciously shifted her hips, dragging the head up and down Applejack's lower lips.

"It feels really good, you know. I tried touching it, but just hasn't...gone...down..." Looking down at her mare-cock, Fluttershy's eyes fixed on Applejack's cutie mark.

"That's right...you're also an apple, aren't you?" Fluttershy was getting a crazy look in her eyes. A look that Applejack really, really didn't like. "A plump, juicy apple, right in front of me!"

Fluttershy's mouth opened, baring a pair of fangs as her lips curled hungrily. "I bet...haah...you taste...delicious!"

As Fluttershy moved forward, the smell of apple juice on her breath, Applejack tried to escape. She yelled, "Dang it, girl! Get a hold of yerself!" The pair thrashed about in the grass, but Applejack couldn't buck the weight of a full-grown vampony weighing down on her back.

She panicked as Fluttershy's mouth darted forwards to strike her neck. She shouted, "Get offa' me!" as she dodged the blow in the only direction she could -- backward. So spooked by the prospect of being bitten by a vampony, she didn't think of where Fluttershy's new cock would go when she bucked her hips behind her.

Applejack's muscles froze as the first few inches of cock spread her walls, invading her tight pussy. She was speechless, but Fluttershy let out a long, lusty moan, crying out, "Hmmnhh...ooh, yeah..." With Applejack too shocked to move, she plunged two hypodermic fangs into Applejack's flesh. A trickle of blood flowed from the vampiric kiss, and Applejack stopped trying to buck Fluttershy off altogether.

She blinked slowly as if she were drunk or in some kind of trance. Her breath slowed from panicked gasps to a slow, heavy, lusty pace, matching Fluttershy's own breaths. Why was she fighting this? It felt so good, Applejack couldn't remember why she had tried to buck Fluttershy off.

As Applejack sank under her vampiric spell, Fluttershy opened her mouth, leaving behind a pair of perfect red dots where her teeth had been on Applejack's neck. Fluttershy timidly asked, "Applejack? Are you okay?"

"Ye-yeah...I ain't bleedin' out, if that's what you mean," Applejack struggled to reply. She felt so woozy, like her head was stuffed with cotton.

Fluttershy paused for only a moment before responding, "Good. I'd hate to do anything to hurt one of my friends," as she began pumping her cock into the farm-pony's cooch. Applejack could swear that the cock was getting bigger, as if her stolen blood was being pumped straight into Fluttershy's boner.

Applejack collapsed back onto her belly as the strength drained from her legs. Fluttershy was undeterred, quietly oohing and aahing as her shaft massaged every nook and cranny of her friend's hole. She crooned, "Oh my...you feel so perfect. It's like...like your plot was made for me." Fluttershy rubbed Applejack's cutie mark with a hoof. "I think this is my favorite apple yet."

Applejack was surprised that such a dainty pony could have such a big cock. Pressing against the grass of the orchard, she surrendered herself to Fluttershy's uniquely demure brand of sexual domination. Her muscles relaxed, and as her Kegels stopped tightening around the girthy organ penetrating her, Fluttershy tilted her hips and drove herself forward in a spectacular thrust.

A moan escaped Applejack's mouth as she was filled completely, giving in to the pleasure of getting fucked. As Fluttershy pulled out and plunged her length back in, she could feel the shape of her through her belly, rubbing against the grassy ground.

As the moon peeked through the clouds behind them it cast a clear shadow in front of the pair of ponies. Applejack watched the silhouette of Fluttershy arch her back, rearing up as her thrusts grew more erratic, more feral. The shadows of her wings flung out from either side as Fluttershy shot them out, squeaking in pleasure.

"Applejack, I'm so...s-so close..." Fluttershy's hips were a blur, her balls plap-plap-plapping against Applejack's rear. "I can't hold it...I...I...Aaaaaiiiieee!!" Her shriek rose in pitch past the edge of hearing, sending all the bats in the orchard into a frenzy as they flew out of their trees.

Fluttershy froze in the ecstasy of her impending orgasm, her breath catching in her throat. Applejack could feel Fluttershy's balls pull up towards her cock, pumping out their payload of vampony-batter. As the vampiric seed gushed out of her flared stallionhood, Fluttershy's breath returned to her, and she let out a few demure, whimpering moans that did not at all match the virility of her lower half.

Applejack's own moans were quieted as Fluttershy flung her wings in front of her, wrapping them around the farmer's face. It was like she was in a cocoon of darkness, her belly getting filled with rope after rope of hot, gooey cum.

After what felt like a lifetime trapped in that darkness, though it was only a few moments, Applejack saw the night sky again as Fluttershy let go, tumbling off of her. There was a wet, sucking sound as the fleshy length pulled out of her, and for a few moments the pair lay exhausted in the wan moonlight.

Their chests rose and fell as they took deep breaths, exhausted. Applejack was about to say something, but words left her as she felt a sensation almost like indigestion.

Deep within her, she felt Fluttershy's cum doing something. The warm feeling in her belly grew hotter until it felt like a searing heat spreading throughout her whole body. "Wha...What's goin' on?" Applejack asked as she wobbled to her hooves.

Fluttershy watched, eyes wide as her jizz, loaded full of vampiric DNA, leached into Applejack's body, doing its work. Its magic corrupted her, befouled her, changed her. Her ears began to grow out into bat ears, twitching and twisting to catch every sound. Her eyes took on a deep, sanguine red. Her mouth opened in a scream halfway between orgasm and agony as her teeth formed a set of needle-sharp fangs.

The flesh of her back seemed to ripple as changes occurred underneath, old bones shifting as new bones were magically formed. Her skin bulged out, making ungodly noises as a set of membranous wings grew out.

Her transformation almost complete, Applejack reared onto her hind legs and spread her wings. Against the light of the moon, her rampant silhouette cut a fearsome figure. Applejack let out a long, high shriek like a bat as the final change occurred. A long, engorged cock that rivalled Fluttershy's own took shape, coiling out from where her marehood had once been.

When her change was complete, Applejack stood, gasping from a mix of exhaustion and lust. "Fluttershy, it feels so...so..." Applejack trailed off, distracted by the incredible throbbing feeling she felt between her legs

"Good?" Fluttershy tried to finish for her.

She shook her head. "Amazin'!" Applejack corrected her. The member slapped up against her undercarriage as it throbbed, making her groan in pleasure. "We gotta do somethin'...or show somepony!"

Applejack's own eyes took on a crazed look, as her mind filled with the same compulsions as Fluttershy's. "We gotta show our friends!" Thinking of the other Elements of Harmony, her cock twitched like an animal that had scented its prey.

"We gotta show everypony!"

Applebat gets Rarity

Two of the chairs sat empty in the meeting room of Twilight's castle. The ponies were supposed to meet to plan for the Nightmare Night festivities, but Applejack and Fluttershy were nowhere to be seen. In fact, nopony had seen them anywhere lately.

"Can you believe those two, skipping a party-planning meeting? This is an affront to party-ponies everywhere!" yelled Pinkie Pie as she slammed a hoof on the table.

Twilight was less rambunctious than Pinkie but no less concerned. "I hope Applejack turns up soon," she said, "I wanted to check with her that her family would be able to give us apples for the party's apple bob." She gave a sidelong glance at Rainbow Dash. "Oh, and the apple cider."

Rainbow Dash and Pinkie screamed, "No! Not the Cider!" The pair despaired at the possibility of a cider shortage and fell to quarreling over what should be done to prevent such an atrocity.

Rarity slid her chair back and stood, announcing over the commotion, "If you two are quite done, perhaps I could check in on our dear Applejack?"

Twilight looked to Rainbow and Pinkie, the pair uselessly shouting over one another. "I think that's a good idea, Rarity. She's probably so caught up in harvesting apples that she forgot about the meeting."

Though it was still daytime, the moon was visible in the sky, giving the orchard a spooky look that Rarity definitely approved of, given the season. Applejack and her kin were naturally in-tune with autumn fashions, Rarity mused. Now, if she could only get them to keep up with the fashions of the other three seasons...

Rarity creaked the door to the Apple Family's barn open. "Applejack? Are you there, darling?"

No answer.

All the windows were shuttered, so the open door formed a wedge of light that cut through the otherwise pitch-black interior. As the door opened further, the wedge of light widened, illuminating the middle of the barn like a spotlight, revealing something on the floor.

Rarity timidly trotted inward, eying the object. As she approached, she recognized it as Applejack's hat. That's odd, she thought, She never takes that thing off. Once she was standing in front of it, she lifted it off of the ground with her magic, dusting off the straw and sawdust from the floor. "I swear, that mare simply has no idea how to properly take care of her clothes!"

Then she noticed something else on the floor. There was a folded piece of paper on the ground, sitting where it must have been hidden under the hat. Scrawled on it, in what Rarity noted was some rather un-ladylike hoofwriting, were two words.

"Open me."

She scoffed. It was a bit early for Applejack to be playing a Nightmare Night prank on her, but she nonetheless unfolded the paper, levitating it up to eye level. Another message was written inside.

"BOO!"

All of a sudden, there was a clattering in the dark, and the screaming sound of rope as it rubbed against timber, leaving rope burns behind it. At her hooves, a snare had been hidden under the straw on the floor. The straw seemed to explode as the snare raced shut, hogtying Rarity. An instant after she wobbled to the ground, losing her balance, the rope yanked her into the shadows, leaving her screaming as the barn door slammed shut, drowning the barn in darkness.

Her head spinning, unable to see a thing, Rarity realized she was upside-down, suspended from the rafters by the rope around her hooves. She quietly cursed the darkness, her head spinning from the disorienting position. It took a few moments to focus enough to properly cast a spell, but once she did her horn started to glow. The middle of the room was bathed in weak, soft light, but deep shadows still hid much of the room. In the shadows between the beams that held up the hayloft, Rarity could make out a familiar face.

"Well, would you looky here?" Applejack teased, "I knew one of y'all would come 'round here sooner or later."

If this was a prank, Rarity was having none of it.

"Now, just you listen here, Applejack!" she roared in her most scathing voice, "Maybe your idea of a good jape is to truss somepony up in ropes, drag them through the dirt, and muss up their mane..." She clenched her teeth at that last point. How DARE she. "But some of us were not RAISED IN A BARN! I mean are you crazy!?"

"Sure am, sweetheart. Heck," Applejack said, "you might even say I've gone batty."

Rarity's retort died on her lips as Applejack stepped forward, letting the magical glow reveal her form.

Rarity knew what a vampony looked like. From lived experience, sure, but also from reading. But far from the suave, elegant vamponies that populated some romance novels that Rarity had read, Applejack was like a beast, with massive wings, slavering, fanged jaws, and between her legs...

Well, that hadn't been on any of the female vamponies in Rarity's novels. An erect penis dangled from Applejack's nethers. It was a few shades darker than her coat, more of a golden brown color than orange. As Applejack breathed in and out, the member pulsed and swayed, moving almost as if it had a mind of its own.

Rarity opened her mouth, meaning to shout, to maybe cast a spell, but before she could even form a thought in her head, Applejack pounced. She closed the distance with a single bound, aided by a single pump of her wings, blowing back the straw behind her like a hurricane. Rarity only had time to let out the start of a scream before--

*CHOMP*

Applejack's jaws were around Rarity's throat. Biting. Squeezing. Sucking. Rarity's scream petered out, silenced by the teeth around her neck. Her eyes fluttered as if she were getting very sleepy. Applejack was draining more than just blood. She drained her of her energy, her strength, even her sense of reason.

Applejack's mouth left her, and she snorted out a warm puff of air like a stud about to rut. She certainly had the equipment for it; Rarity saw, from her unique vantage point, an angry, thick vein pump blood to Applejack's cock.

Applejack followed her captive's eyes. She chuckled, "Heh, like you see?" as she lifted a leg to give a better view. It looked surprisingly hard for a cock that size. It wasn't dangling anymore so much as it was pointing straight at her. By the end of it, it was even curving up a little, with a shape that promised to stimulate all the best places.

Applejack broke her concentration. "You know, I wasn't certain which of my pals would show up, but I definitely ain't disappointed. A fancy, frou-frou mare like you is better than anything I coulda ever hoped for" She licked her lips. "Can you guess what I've got planned fer you?"

Rarity realized she was breathing as raggedly as Applejack now. Their eyes meeting, she answered.

"Are you going to..." Rarity gulped in anticipation, still feeling the vampony bite on her neck. "...have your way with me?"

Applejack's smile revealed her fierce fangs. "And here I thought Twilight was the smart one."

She circled her hogtied friend, one of her wings reaching out and pulling a sturdy crate from the edge of the room. Placing it behind Rarity, Applejack stepped up onto it, produced another rope, and lassoed it around Rarity.

She let out a girlish squeal as Applejack's frantic knotwork moved her about. After tying a few loops and knots, and undoing a few others, Applejack had Rarity right-side-up, the ropes cinched around her barrel rather than her hooves.

Up in the air like Rarity was, the pair weren't quite level with each other, the gray-colored flesh around Rarity's marehood and donut suspended at Applejack's eye level. But then Applejack reared up on her hind legs, resting her forehooves on Rarity.

"I hope you're ready fer this, cause I'm about to go hog-wild." Snorting and whinnying with primal need, Applejack mounted her.

Rarity bit her lip to stifle a moan. Everything about it felt so good. The length, the thickness, the feeling that curve gave every time the huge cock plunged in.

"Oh, fer' land sakes," Applejack groaned, "this pussy's more snug than a bug in a rug!" Her cock made sweet, sweet music as it spread Rarity's walls, stretching her to fit its shape. As Rarity kept biting down on her lip, Applejack yelled, "C'mon, I wanna hear you make some noise!" before shoving herself in past her medial ring.

"F-FUUUCKK MEE!!" Rarity screamed out as the curved shaft rubbed past her G-spot. She babbled, "Fuck me, fuck me fuck me fuck meee!!!"

Applejack laughed, "Well, shoot! What do you think I'm doin'?" She squeezed Rarity's plump ass with her hooves, rolling her cheeks before kicking the pace of her thrusts up a notch. "I can see why Fluttershy loved this so much," Applejack said over the loud smack, smack, smack as her balls slapped against her thighs. "Yer gonna love it too. Once yer a vampony, you won't be able to help yerself. None of our friends will!"

Rarity should have been mortified at the prospect of being turned into a vampony, but...

*Smack, smack, smack*

It had been a while since any stallion had made her this wet. The more she thought about it, the less becoming a sex-crazed vampony seemed like a bad thing. Applejack was awakening a primal, instinctual part of her that told her to surrender to the bestial cock.

Tied up in the makeshift sex swing, all Rarity could do was wriggle and grind her plot back against Applejack as the farmpony drilled her. As she wiggled about, she was rewarded with a hot bead of precum that squirted from the invading member.

There were still a few inches Applejack couldn't get in from the lower angle she was at. Rarity felt her attempts to get them in, growling in frustration while standing on the tips of her hooves or trying to jump up on her like a dog.

Rarity was about to voice a suggestion, when Applejack growled, "Agh, fuck it!" and yanked her member free. Rarity felt empty without it inside her.

She whined, "Darling, why did you stop--" *Fwhump!*

Applejack beat her wings, lifting off the ground. Raising herself above Rarity's plot, she aimed her cock at her captive's gaping pussy. With a whoop of ecstasy, Applejack threw her hips forward, plunging her cock deep inside. Rarity held nothing back, letting out a very un-ladylike moan as the girthy appendage stretched her out.

Applejack was perched on Rarity's hindquarters, holding herself in place with her hooves wrapped around her partner's flanks, and her cock lodged securely in her pussy. With nothing touching the ground, the pair swung like a pendulum each time Applejack pounded her hips forward. Back and forth, back and forth. The whole while, Applejack never lost her balance, the product of years of practice at rodeos.

From this angle, Applejack's thrusts could follow the curve of her shaft, bottoming out with every thrust. Every time her hips pounded into Rarity's rear, a juicy smack clapped out from their nethers, now soaked in Rarity's wetness.

A growl formed in Applejack's throat as her thrusts lost their rhythm. As the rope swung from the rafters, the beams creaked from the strain of each thrust. Rarity felt her flat tip flare out, a sign of what was about to come.

Applejack opened her jaws, sticking her tongue through her fangs as her throat loosed a debauched roar. Like a garden hose, her shaft straightened out as cum gushed through it. A single continuous rope of cum flowed out, filling Rarity with enough jizz that her belly seemed to grow a little paunch.

A backflow squirted from her pussy, dripping to the ground in a loud splat, painting the barn's floor white. Rarity could smell it, the potent load saturating the air with its earthy scent. The weight of the load being pumped into her was so much that she could feel her center of gravity shift, tilting back as Applejack slid her cock out. When the flared head popped free, a stream of cum trickled out from her parted lips, washing over her clit.

Rarity cooed with satisfaction as the warm afterglow took her, but Applejack just stared at her, panting wordlessly.

"Applejack, what's the prob--AAHHH!!!"

Rarity's back arched with a sudden spasm. The magically mutative cum took effect, reshaping her. She felt herself morphing into something monstrous and terrible and beautiful.

Ropes strained and snapped with a loud twang as a pair of wings grew out from her back. Before she could hit the ground she instinctually flapped the newly formed limbs. Between her legs, new flesh magically formed, and moments later a penis of her own hung from her, swaying freely in the air.

When Rarity touched the ground she stretched her wings out, admiring their beauty. She folded them behind her like a cape, ever the fashionable mare. Rarity ran her teeth over her fangs. "Well, the wings are lovely, but the fangs may be a tad gauche."

She threw her head back to look at Applejack and ask, "What do you think, darling? Is it a bit much?"

Applejack replied, "Oh, I think you're ready fer a night on the town." Both ponies grinned as Rarity's cock throbbed in anticipation.

Vampir-arity gets Rainbow Dash

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!