Mare In The Moon, Part 2

by Pinkamena666

Rating: mature
Tags: Main 6, Nightmare Moon, Princess Luna, Thriller, Porn, Fetish, Comedy, Non-consensual, Sex, Profanity, Princess Celestia, My Little Pony: Friendship is Magic, Alternate Universe
Length: 7067

After encountering Nightmare Moon, the six ponies embark on their journey to the Castle Of The Two Sisters to face off against the princess of the night. Along the way, they bone hard and learn the true meaning of Friends With Benefits!

Equestria Expanded Universe #17
THIS AIN'T Friendship Is Magic #2

After encountering Nightmare Moon, the six ponies embark on their journey to the Castle Of The Two Sisters to face off against the princess of the night. Along the way, they bone hard and learn the true meaning of Friends With Benefits!

Published 2024-04-29 05:50:02 UTC
Last updated 2024-10-27 01:08:30 UTC

"Kindness is sort of my thing.” ~Fluttershy

As the group walked, with Twilight and Fluttershy at the back, the yellow pegasus has her eyes on Twilight’s backside. They all then stopped when they heard the roar of a nearby manticore. Getting down low, they all looked around to see if they could make out where the creature was. After hearing another roar from further away, they deduced that the manticore was moving away from them.

“That was close,” AJ sighed. “Shall we rest up here?”

“Good idea,” Twilight said as she held her hind legs together. “Let’s take fifteen.”

While the others went to find someplace to lay down, Fluttershy approached Twilight. “Are you okay?” The pegasus asked.

Twilight turned to face her. “What do you mean?”

"You seem a little... Well..."

Twilight let out a sigh. "Is it that obvious?" She asked, receiving a nod. "I wanted to repay AJ for her warm welcome when I first came to Ponyville."

"Okay."

"And since it was a favor, I didn't want to ask for anything in return."

"Naturally."

"So, I sucked her off, and... it left me... horny."

"I see." Fluttershy lightly dug at the ground with her front-right hoof. "I could help. I-If you want."

"Really?" Twilight asked with a smile.

Fluttershy nodded. "I enjoyed our time in the forest earlier. I wouldn't mind helping you out."

"Wow. That's awefully kind of you."

"Kindness is sort of my thing. I wouldn't dream of being mean to anypony."

Twilight gave her a smile and looked around for a secluded spot. She then trotted over behind a bush, waving for Fluttershy to follow. The pegasus followed before Twilight turned her backside to her friend and moved her tail aside. Fluttershy licked her lips and leaned in to start lapping at the purple mare's pussy.

"Oh, Fluttershy, your tongue feels amazing."

Twilight felt the yellow mare's tongue run all over her puffy outer lips before the pegasus began to suck on the lips. The unicorn lowered her upper half to the ground while she kept her ass up in the air. Her hind legs soon gave way and she fell with a grunt.

"Oh!" Fluttershy gasped. "Are you okay?"

"Uh-huh. Don't stop. Please."

The pegasus smiled and got down on her belly before she resumed licking the pussy lips. She then slipped her tongue inside as she sucked the juices that leaked out. Twilight moaned out and breathed heavily. Not only was she getting pleasure from the mare's tongue, but she could also feel the mare's warm breath on her marehood.

The unicorn’s whole body shook as she felt a huge orgasm coming. “F-Fluttershy,” she moaned out. “I’m gonna cum. And it’s gonna be big.”

She didn’t feel the mare slow down or stop, and hoped she heard her warning. She then closed her eyes and moaned loudly as her orgasm finally arrived. A rush of milky mare cum poured out of her pussy and soaked Fluttershy’s muzzle. The pegasus went wide-eyed as some of the creamy cum flowed into her mouth.

When the orgasm stopped, Fluttershy sat up and licked her lips. “You weren’t kidding about it being big.”

Twilight exhaled slowly as her pussy quivered. “You’re great with your tongue,” Twilight said as she rolled onto her back.

Fluttershy smiled down at her. “Maybe next I can help with… your… um…”

Twilight looked up at her. “Huh? My what? I’m pretty satisfied right now.”

“I know, but… maybe I can still help with your…”

“Fluttershy, we’ve had sex twice now. Just ask me.”

“Your penis.”

Twilight stared at her. “You know it’s not real, right? Not like my… pussy…”

“I know… But… um…”

Twilight then let out a brief chuckle. “Oh, you just wanna lick it, don’t you?”

Fluttershy hid behind her mane and nodded, her face going from her normal buttery yellow to a deep red. “Mmm. Is that okay?”

Twilight smirked and lit up her horn before she summoned her cock again. “Fine by me.”

Fluttershy smiled and laid down on her belly again. This time, when she leaned in, she started to lick at the purple balls. After a few licks, she just pressed her nose to the sack and held it there. Twilight could hear light inhaling, telling her that the shy yellow mare was most likely a secret freak.

“You’re more… adventurous… than you appear to be.”

Fluttershy opened her eyes and picked her head up. “The last time we were together was my first time. I always imagined what it’d be like. All the books and other ponies saying it’s the greatest feeling in the world. When you showed me that feeling, I guess I sort of… became addicted.”

Twilight smiled and sat up. “Well… I’m not going anywhere anytime soon. We’ll have plenty of time to… have sex with each other.”

“Oh, my,” Fluttershy cooed with a happy flutter of her wings.

Twilight pulled her into a deep kiss, their tongues immediately going for each other’s mouth. While their taste buds rubbed together, Fluttershy rested atop Twilight and forced the unicorn to lay back down. With Fluttershy on top, both mares moaned into the kiss.

When the pegasus felt the purple rod twitch beneath her, she let out a breathy giggle. Breaking the kiss, she started to back up when Twilight spoke up.

“No, don’t back up. Turn around.”

Fluttershy smiled and blushed as she turned in place, her winking marehood directly above her friend’s face. She then sat down and lifted the purple penis with her hooves. While Twilight started to lick at her pussy, Fluttershy started to suck on the tip of the cock.

As they tasted each other, Applejack watched from nearby. She was seated behind a bush and rubbing herself. Her breathing was heavy and sweat started to glisten on her body. She started to speed up when she heard a voice next to her that made her jump.

“Heya,” Rainbow greeted.

“Gah!” AJ gasped, before she turned her red face to look at the pegasus. “Uh…”

Rainbow looked over at Twilight and Fluttershy before she looked at AJ again. “I guess our little group of friends is getting even closer?” Without saying anything else, she laid down and started to lick at AJ’s pussy.

Applejack exhaled deeply and looked over at Twilight and Fluttershy again. As she watched, she could feel Rainbow’s tongue licking around inside her.

Twilight let out a few grunts into her friend’s wet hole before she rolled her head to the side. “I’m close, Fluttershy. Be careful. I-It feels like a big one.”

Fluttershy kept bobbing her head but let out an affirmative, “Mmm!”

Twilight went back to living as she felt her orgasm nearing the tip of her cock. When the first rope shot out, Fluttershy stopped and pulled off. She then stroked the shaft with her forelegs while licking at the tip. More and more shot out and landed on her face, head, and even her back.

Applejack let out a soft moan as she squirted a little in Dash’s face. “Ho-oly hell…” she sighed deeply.

Rainbow sat up and licked her lips. “What?” She asked as she looked over at the other two. “Oh, nice. Fluttershy is way more kinky than I thought.”

“Hey, girls,” Pinkie greeted, making AJ and Dash jump. “Rarity and I are ready. How ‘bout you two? And have you seen the others?” Before she could get a response, she saw Fluttershy licking Twilight’s shaft with cum all over her head and face. “Oh, I see what’s going on here. When you’re ready, then,” she cooed as she skipped off back to Rarity.

AJ and Rainbow just eyed each other.

“It’s okay to laugh during sex.” ~Pinkie Pie

Fluttershy returned to the group with a wet mane just as they started to leave. She trotted up to Twilight and leaned in. “Did I get it all?”

Twilight smiled and nodded. “Sure did.”

As they walked, the fog became heavier.

“My eyes need a rest from all this icky muck,” Rarity complained just before their view was completely blocked by the fog. “Well, I didn't mean that literally.”

Twilight let out a groan of annoyance. “That ancient ruin could be right in front of our faces and we wouldn't even know it.”

Rarity let out a sudden gasp as she bumped into something. “I didn't see you there, my apologies.”

“Right here...” Rainbow sighed, before she also bumped into a tree. “Guh...”

“Oh wait, I think I stepped in somethin',” AJ muttered, before she heard Fluttershy let out a startled gasp. “It's just mud.” She then saw what Fluttershy saw. The bark on the trunks of the trees around them seemed to be twisted in ways that resembled scary faces. “Oh.”

As the fog cleared, Pinkie walked up to Fluttershy. “Some pretty scary-looking trees with some scary-looking faces, huh?”

“I’ll say.”

“Speaking of faces, did it feel nice?”

“Did what feel nice?”

“You know… Having all that cum over it?”

Fluttershy’s eyes went wide and she let out a squeak of embarrassment. “W-What? How…”

“We saw you. You weren’t really hidden. Well, except Rarity. She stayed back while I went to get Rainbow Dash and Applejack.”

As Pinkie talked, Fluttershy began to hyperventilate. The pink mare noticed and quickly leaned in to kiss her on the lips. Fluttershy’s eyes stayed wide while her breathing returned to normal. After a few more seconds, Pinkie pulled back.

“Seems like our small group of friends are getting closer and closer,” Pinkie cooed. “So Twilight can’t be getting all the attention. I mean, I did see Rainbow Dash licking Applejack’s crotch when I found them.”

“Really?”

“Yeah, I guess they liked the show you and Twilight were putting on.”

Fluttershy’s face turned a deeper shade of red. “W-Wow…”

“Hey,” AJ greeted as she approached them. She then noticed Fluttershy’s face. “You told her, Pinkie?”

“You really liked watching us?” Fluttershy asked her.

Now was AJ’s turn to blush. “Well… I mean I never knew you had that side of you. And you were really covered, too.”

Pinkie looked around as Twilight stopped ahead, probably telling Rarity and Rainbow Dash that this was a good spot for a break. "Should we... go somewhere private?"

Pinkie, Applejack, and Fluttershy all went behind a bush. “So, why are we hidin’, again?” AJ asked. “I’m pretty sure we all know what’s going on.”

Pinkie scoffed. “Because then they’ll wanna join. And the three of us is enough. For now.”

Her eyes then glazed over as she smirked. Without warning, she pulled AJ into a deep kiss, their tongues rolling over each other as they swapped saliva. They both moaned softly as Fluttershy watched with a small blush.

Pinkie then moved lower and started to lick away at her farmer friend’s puffy pony pussy while she started to tickle her sides. Applejack let out a combination of moaning and laughter.

“What the… heck, Pinkie,” AJ chuckled, before she moaned out.

Pinkie kept up the tickling while her tongue explored the mare’s vagina. She noisily sucked up any juices that leaked out while her own pussy dripped with need.

It wasn’t long before Applejack’s body shook and a gush of liquids squirted from her pussy. Pinkie giggled and licked it all up, making sure to catch as much of it in her mouth as she could. AJ fell limp as she breathed heavily while the pink pony continued to lick away at her inner thighs until she was satisfied she had gotten it all.

Pinkie then stood up and turned to Fluttershy as juices dripped from her mouth. “Don’t think I forgot about you,” she cooed.

“I knew you didn’t,” Fluttershy said with a smile and a blush.

Pinkie trotted up to her and immediately kissed her on the lips. Fluttershy kissed back and moaned softly as she tasted Pinkie’s tongue.

Pinkie moved lower and started to give Fluttershy the same tickle treatment she gave Applejack. The pegasus giggled and moaned as she spread her legs wide.

“You’re— haha— really good, Pinkie,” she moaned with a somewhat stifled laugh.

Pinkie then opened her mouth wide and gave a long, slow lick as the yellow mare came hard. The pink pony closed her eyes as she felt the juices splash her face and land in her mouth. When her shower was over, she giggled and sat up.

“Wow, Fluttershy. You came more than Applejack.”

“Speakin’ of me,” AJ said as she gently tackled Pinkie to the ground and pinned her on her back. “Your turn.”

Pinkie watched her friend move lower while Fluttershy moved closer. Then, as if in perfect sync, Fluttershy went to tickle Pinkie while Applejack licked away at the pink pussy. Pinkie Pie didn’t say much. She just giggled as she squirmed a little. After a few minutes, a loud moan interrupted Pinkie’s giggling as she came hard.

The three of them just sat there and laughed. Pinkie then tackled the pegasus to the ground and kissed her deeply, their tongues rubbing each other. AJ trotted behind them and leaned in, licking at both pussies as her warm breath hit their sensitive flesh. The pink and yellow mares moaned into their kiss as Fluttershy wrapped her forelegs around her friend.

"Girls?! They heard Twilight call out. "We found a river we have to cross?! Ready to go?!"

Applejack sighed and pulled back from the pussies. "Darn it all, Twilight," she muttered. "I was just about to push my tongue in, too."

Pinkie broke her kiss with Fluttershy. "We'll have to do this more often. That way, it won't ever be a big deal if we're interrupted."

Fluttershy smiled. "I like that idea," she said with a blush.

AJ nodded and sat up, licking her lips. "Mmm... So do I."

Twilight rounded the bush and stopped when she saw them. "Oh! You were... having fun. Sorry, but..."

"We know," Pinkie said as she bounced off of the pegasus. "We have to go."

"I heard laughing. Were you laughing while you girls... did it?"

"Oh, Twilight," Pinkie cooed as she bounced past her. "It’s okay to laugh during sex."

"I'm glad to see you all becoming closer," Twilight said with a smile as Fluttershy rolled over and got to her hooves.

The pegasus trotted past Twilight and playfully flicked her nose with her tail. AJ trotted up to her and leaned in for a deep kiss. Twilight went wide-eyed, but accepted the mare's tongue and moaned into the kiss. Soon, AJ pulled back and smiled before she left to join the others.

"Wow," Twilight chuckled to herself. "I could get used to this."

“Let me show you how generous I can be.” ~Rarity

The six stood before a river, the waters rather calm. "How deep do you think it is?" Asked Rarity as she stepped up to the edge.

Pinkie trotted up beside her and looked down at the water. "Only one way to find out."

Rarity eyed her and sniffed. "Dear, you smell like..."

"Sex," Pinkie said as she stood upright. "AJ, Fluttershy, and I licked each other and AJ came hard in my face, and I mean haaaard."

Rarity stared at her and chuckled with a blush. "Ha ha. Really?"

"Yeah," Twilight said as she trotted on the other side of the white unicorn. "I heard them laughing as I went to grab them. Kinda wish they invited me."

"Me, too," Dash said as she hovered over the river. "I wouldn't have minded an orgy with you girls."

"Well, they reek of sex," Rarity said as she looked at Pinkie. "Maybe we can take a quick moment to bathe in the water."

"But, how deep is it?" Dash asked.

"Dip yourself in," Rarity suggested. "You have wings and are quite fast. If it's too deep, just fly out of there."

Rainbow sighed. "Alright..." She took a deep breath and slowly lowered herself. She was up to her wings, which were now repeatedly slapping the water. "I think I can feel..." She closed her wings and dropped in. She was up to her neck. "Hmm... Water's nice, actually."

The other six jumped in to bathe and, after a few minutes, Twilight went to the other side. She climbed out and sat on the edge, shaking water out of her mane as Rarity swam over to her.

"Hey, Rarity," Twilight said with a smile as she looked down at the white mare. "What's up?"

"Oh, nothing, darling, just... let me show you how generous I can be," she cooed with a wink.

Twilight smiled. "Really? Here? Now?"

Rarity nodded. "I don't care if they see. We all know we're having sex with each other at this point. And you missed out back there... and I miss your... mmm... yummy penis."

Twilight giggled. "Wow. I love this dirty side of you," she said as she summoned her horse cock.

"What better place to get dirty than in a body of water?" Rarity asked, before she leaned in and pressed her face against the purple ball sack. "Mmm..."

"Didn't realize you liked my balls that much," Twilight moaned with a light chuckle.

Rarity smiled and wrapped her lips around the left testicle, sucking on it as she let out loving moans. She closed her eyes and moved over to the right testicle. After giving it a few good sucks, she licked up the sack, up the shaft, and wrapped her lips around the tip. She opened her eyes halfway as she gave Twilight bedroom eyes while she sucked on the sensitive tip.

The white unicorn ran her tongue around the meat pole as her saliva ran down the shaft. Twilight leaned back and moaned softly, feeling the mare's warm breath on her rod. Rarity inhaled through her nose before she slid lower and lower, taking in the entire length. Twilight let out a loud grunt, which got the attention of Rainbow Dash. The cyan pegasus fluttered over and sat beside Twilight.

"Are you... just gonna watch?" Twilight asked with a moan.

"I might rub myself," Rainbow said with a smirk. "You'll do that with me later, right?"

Twilight shuddered and rubbed Rarity's head. "S-Sure... After we get a l... little closer."

"Sounds good," Rainbow said, before she spread her legs and began to rub her wet pussy.

Rarity eyed the pegasus as she bobbed her head up and down the cock. She then pulled off with a wet pop and a gasp. "Rainbow," she said as she rubbed her cheek against Twilight's cock. "Slide closer."

The cyan mare smiled and slid right up to the edge of the river, spreading her legs. Rarity moved over to lick her pussy as she used her magic to stroke Twilight's cock. Both the purple unicorn and cyan pegasus moaned together and leaned back as their friend pleasured their crotches.

"W-Wow..." Rainbow moaned. "I-I didn't expect this... from you, Rarity."

Rarity pulled her tongue out and licked her lips. "Sometimes a lady needs moments where she can be... less lady-like." She then went back to lick up Twilight's shaft while she rubbed Rainbow's clit with her hoof.

"I know how to liven this up," Twilight cooed as she used her magic to give her winged friend a rod of her own. "There."

"What the..."

"Relax," Twilight cooed. "Let Rarity work her magic."

The white mare smiled and moved to Rainbow's cock and licked at the balls. Rainbow moaned and shuddered as she felt the wet tongue run up her shaft before the unicorn began to suckle on the tip. Rarity's eyes met Rainbow's as the pegasus moaned. Dash looked over to see Twilight smirking at her.

"I know what you and I are doing later," Twilight cooed before she pulled Dash into a kiss.

Rainbow moaned as hers and Twilight's tongue rubbed together while Rarity alternated which cock she sucked on. The two futa ponies began to feel closer and closer to an orgasm. Rainbow Dash closed her eyes and moaned into the deep kiss as she felt something nearing the tip of her penis. She suddenly broke the kiss and grunted.

Rarity let out a muffled gasp as her cheeks puffed out. The unicorn closed her eyes and grunted as cum shot from her nose. She soon pulled back and closed her lips as Rainbow shot a little more onto her face. Rarity then tilted her head back and pushed the cum out of her mouth as the semen ran down all sides of her face, covering her in cum. Rarity then sighed and eyed her friends, who were just staring at her. She smiled and leaned in to lick at Twilight's cock.

Twilight moaned as she came, too. Thick ropes of cum shot out and landed on Rarity's head and back. "Fuck me," Twilight moaned as her hooves dug into the ground.

Rarity pulled back and licked her lips as the cyan and purple cocks vanished before Twilight and Rainbow fell backwards. Rarity giggled and looked over at Pinkie, AJ, and Fluttershy, who were just staring at her. The unicorn then dipped under the water to wash herself off.

“Oh, I'm SUPER loyal.” ~Rainbow Dash

After washing up, the group arrived at a chasm with a broken rope bridge. "Well... there it is." She pointed across at the ruins on the other side. "The ruin that holds The Elements of Harmony."

Pinkie Pie walked up to the broken bridge and looked down. "Now what?"

Twilight lit up her horn. "Duh."

"Oh yeah," Pinkie said as she watched her Twilight use her magic to levitate the bridge back in place and tie the rope its post.

"Let's go," Twilight said as she led her friends across. On the other side, Twilight moved aside to allow her friends across. When Rainbow trotted past her, Twilight pulled her aside. "Before we go on, you and I have something we need to do."

"Oh, yeah?" Rainbow asked as she leaned in. "Ya gonna pound me now?"

"Lay on your back."

Rainbow chuckled and did as asked. "Ready."

Twilight stood over her. "Ready to make me cum?"

"Oh, I'll make you cum alright."

"My loyal little pony," Twilight cooed as she ran her hoof over the cyan mare's chest.

"Oh, I'm super loyal."

"Prove it." Twilight turned around and lowered her pussy to Rainbow's face. "Oh, yes," she moaned out when she felt her friend start licking away. She leaned in and began to lick at the cyan pussy, teasing the lips before she pushed her tongue inside.

The other four ponies just watched them. "She's fucked all of us on just the trip up here," AJ pointed out.

Pinkie smiled. "Yeah. She's super fun, huh?"

Rarity giggled. "I do say, life sure has been more exhilarating since she came along. I have never done so many lewd things."

"Me neither," Fluttershy agreed.

"Speaking of which," AJ said as she looked at Rarity. "I think you still have cum on your face."

"What?" Rarity gasped before she looked around for a pond to gaze into.

AJ chuckled. "Kiddin', sugarcube. Who could tell, anyways?"

Twilight leaned her head back and squirted her love juices in Rainbow's face. "Oh, yeah..." She then stood up and turned around before she summoned her magic cock.

She then lay atop her friend and shoved her rod inside the wet hole. Both moaned before Twilight began to move her hips. "Take it, Rainbow Dash. Take my cock."

"Oh, fuck me with your cock, Twilight Sparkle," Rainbow Dash moaned out.

"I'll make you see the fucking rainbow."

"Fuck this Rainbow."

Twilight leaned in and licked her cheek a few times. "Mmm... Your pussy is amazing. Though, I bet your throat is just as wet."

"Only one way to find out."

Twilight smiled and rolled onto her back. Rainbow climbed atop her and pressed her pussy to Twilight's face before she wrapped her lips around the purple cock. Twilight licked away at the wet lips before she felt Rainbow attempt to deepthroat the rod. Both let out muffled moans as their horny friends looked on with smiles and blushes.

"That's hot," AJ moaned, before she felt someone licking her pussy. She looked back to see Fluttershy behind her. "Damn, Flutters."

Pinkie smiled. "That's an idea."

Twilight rolled her and Dash over before she began to fuck the pegasus' throat. She looked up to see that their other four friends had formed a circle where Fluttershy was licking AJ's pussy, AJ was licking Rarity's pussy, Rarity was licking Pinkie's pussy, and Pinkie was licking Fluttershy's pussy. Twilight smiled at seeing that everyone was now fully open to fucking each other. It warmed her heart and felt even closer to these five mares. She then went back to lick inside Dash's pussy while she fucked the cyan mare's mouth.

Six muffled moaned filled the area before there were four loud gasps as AJ, Pinkie, Rarity, and Fluttershy all came hard while, at the same time, feeling the mare in front of them squirt them in the face. They all then collapsed in a panting mess before Rainbow Dash squirted in Twilight's mouth. Twilight smiled and shoved her cock all the way inside her friend's mouth before she came hard. Rainbow could feel the thick cum fill her throat before some even made its way to her belly. When Twilight pulled out enough so the tip was now in her mouth, Rainbow felt her mouth fill up before cum leaked from her nose. Twilight then pulled out all the way with a moan and fell over beside Dash.

All six mares just lay in the grass panting hard. "Wow..." Dash said as she rolled onto her side. "That was amazing. Next time, we should do that, but both of us have dicks."

Twilight looked at her and smiled. "I could arrange that. And if I take a stamina potion, I could probably get enough energy to give everyone a dick."

"Oooo, that could be fun."

"Yeah, we could all cover Rarity with our jizz," AJ said, clearly able to hear what Twi and Dash were talking about.

Rarity hummed. "I wouldn't be against that. Provided I take a long shower or bath afterwards."

Twilight sat up and looked at the ruins up ahead. "We probably shouldn't keep Nightmare Moon waiting any longer. That bitch must receive punishment for her bad actions and imprisonment of Celestia."

Rainbow sat up, too. "We... probably shouldn't have had sex... and exhausted ourselves right before we have a big epic battle."

Twilight's eyes narrowed. "I don't plan on fighting her anymore. No fun in fucking damaged goods."

"Uh, what are you saying?" Rainbow asked.

"We're gonna stop her. Then, I'm gonna fuck her. In the name of justice."

Rainbow smirked. "Justice?"

"She must PAY... for what she's done!"

"You just want a reason to fuck her."

"I told her I'd make her ass red by spanking it. And I shall! WITH MY COCK!!!"

“Who's the Mare In The Moon now?!” ~Twilight

Twilight and friends enter the ruins to see Nightmare Moon standing in a circle of shattered stone. "What?"

"Oh. You're finally here," Nightmare said, sounding bored. "You took too long, I found the Elements and broke them. You know, I had all these things planned for you. I was going to cause a cliff to collapse with you on it. I was going to injure a manticore so it would attack you. I was going to de-moustache a sea serpent to delay you. I was even going to take the form of evil Wonderbolts called Shadowbolts. But, you know what? I just didn't want to deal with you six."

Twilight looked at the broken Elements and then at her friends, feeling a certain spark within her. "Wait a second," she said, before she looked at Nightmare Moon. "This may sound cliché as fuck, but... I think we are the Elements."

"You're kidding," Nightmare sighed. "You're kidding, right?"

"No, I'm serious. Hear me out."

"Alright..."

"So, Applejack, who told me my blowjob skills were lackluster. She represents the Spirit of... Honesty, I guess!"

"What?"

"Fluttershy, who, when I was a horny mess, offered me help by licking my pussy. She clearly represents the Spirit of Kindness, or whatever!"

"What are you doing?"

"Pinkie Pie, who managed to laugh while getting railed by me, represents the Spirit of... I dunno... Laughter?!"

"What is this?"

"Rarity, who allowed me to be on top... Generosity!"

"I do not--"

"And Rainbow Dash, who could not bear to abandon her friends and leave them on the edge without cumming, represents the Spirit of... Loyalty!"

Nightmare Moon just facehoofed.

"But that's not all!" Twilight continued.

"Of course it's not."

"For after meeting these five sexy ponies, I felt a magical spark inside me. Like we were meant to be together. So, I guess that makes me the Spirit of Magic, bitch!"

Before Nightmare Moon could say anything, the broken stone around her began to glow and shake. They then rose into the air and shot into the bodies of the six ponies. "What?! That was real?!" The alicorn exclaimed.

A light engulfed the six ponies as they rose into the air. Twilight's eyes glowed white as a golden crown appeared on her head while golden necklaces appeared on her friends. A magical rainbow beam shot upwards before arching over to slam into Nightmare Moon. The evil princess' screams of annoyance and surprise filled the ruins as she felt her magic and rage drain from her.

When the light cleared, Nightmare Moon lay on the floor, only she was slightly smaller and blue. She let out a gasp as she opened her eyes to see Twilight standing before her.

"So, this is really you," Twilight said with a smile. "Princess Luna. So, tell me... are you ready for your punishment?"

Luna went wide-eyed and was about to ask when she looked between Twilight's legs to see the dangling cock. "O-Oh, my..."

Twilight moved behind her before she climbed atop her. "Accept your punishment, you naughty princess." Twilight then pushed her cock inside the alicorn's ass, making the blue mare grunt and gasp.

"Fuck, it's tight," Twilight moaned before she began to move her hips back and forth.

Luna closed her eyes and moaned, feeling the purple cock spread her anus wide open while her inner walls were rubbed. Twilight leaned in and licked her ear. "Who's the Mare In The Moon now?" Twilight asked with a grunt. "Who?"

"Y-You are," Luna moaned out with a blush.

Twilight was surprised by the response but also very turned on by the response. "That's... right. I am. Should i go harder?"

"Yes," Luna moaned as Twilight's friends just stared in awe.

"Yes, what?"

"Yes, mistress"

Fluttershy blushed hard while Pinkie just smirked. "No, uh..." Twilight muttered. "I-I mean, yes! I am your mistress, but... I meant, uh... Tell me what you want me to do."

"Oh. Fuck me harder," Luna grunted. "Punish me. I have been a bad mare."

"Is this happening?" Applejack asked.

"I'm... sort of glad," Rainbow said. "I mean... I didn't want Twilight to... you know... force her, but... this is surprising."

"It's like she likes it," Rarity pointed out.

AJ tilted her head. "She likes being punished?"

Twilight began to slam her thighs against Luna's ass, making the princess' wings shot out and give a single flap. Twilight smiled and went faster and harder, the slaps echoing off the stone walls. "Now, tell me how much you like my cock," Twilight moaned.

Luna nodded as she rested the side of her head on the floor. "I love your cock, mistress. So much." Twilight could see how red the mare was. She was clearly embarrassed by how much she was enjoying this.

The unicorn's balls kept swinging until they stopped. Twilight held her rod deep inside the princess' ass as she came. Luna moaned as she felt the unicorn's seed shoot deep inside her. At some point, she even felt the thick liquid navigate its way through her colon and into her stomach. The alicorn's belly bulged ever-so-slightly before Twilight pulled out. Cum then began to pour from the gaping anus as Twilight fell on her flanks.

Before her friends could respond, a blinding light filled the room before Celestia appeared at the entrance. "Well done, ponies. I see you've found the Elements and saved my s..." She stopped when she saw the state of her sister. "Twilight? Did you..."

"I punished her," Twilight said with a smile. "Also, hi!" She shouted as she jumped to her hooves. "You're free!"

"Of course I am. When you weakened her, I was able to free myself from her magic. Now... what's going on here?" She asked as she trotted over. When she saw Luna's blush and wasted smile, she sighed. "I see."

"Oh, she was into it," Twi said with a smile as she patted Luna's butt. "She even called me mistress."

"I suppose she feels bad for what she did and has developed a... fetish for... being punished."

"Really?" Asked Twilight. "That's hot."

Celestia looked at the others. "All that aside, Nightmare Moon is defeated and my sister is safe. This has been a success. We shall notify the kingdom... leaving out... whatever happened here, of course."

"Of course," Twilight smiled. "I'm glad you're safe. I'd hate to lose such a... an amazing... wonderful... sexy pony such as yourself."

Celestia smiled lightly but didn't acknowledge what the purple mare said. "Come, ponies. Let's go home."

THE END
The ponies will return in THIS AIN'T Friendship Is Magic, Volume 1

“Honestly, Twilight? Ya suck at sucking.” ~Applejack

The group of six ponies and one baby dragon gathered at the Golden Oaks Library in Ponyville to discuss their next move. "Alright, bitches, listen up!" Twilight announced.

"Why, I never..." Rarity gasped.

"Nightmare Moon is back and deserving of a proper beating!" Twilight continued. "And then a spanking! One that'll make her tight ass nice and red! So she can't walk for a week! A month, even!"

"Why is she shouting?" Fluttershy asked. "We're right here."

"Shh," Spike whispered. "Just let her do her thing."

"Do we even know where the Elements are?" Rarity asked.

Twilight nodded "Deep in the Everfree Forest, there are old castle ruins that were once the home of Celestia and her sister."

"The sister whose ass we need to spank?" AJ asked with a smirk.

"The very same! Now, the Elements are most likely in those ruins, hidden away for safe keeping. We must find them before Nightmare Moon does!"

"I guess that settles it, then," AJ said as she took a step forward. "Next stop..."

“The Everfree Forest,” Twilight stated as she and her crew stood before the haunted-looking wood.

“Whee! Let's go!” Pinkie cheered as she started to bolt inside.

Not so fast,” Twilight said suddenly as she stopped the pink mare. “We need to take it easy. We could get lost in there, so we’ll take breaks to get our bearings. And to make sure we aren’t completely winded when we see Nightmare Moon again.”

“Makes sense to me,” AJ agreed.

“So, none of you have been in here before?” Twilight asked, after they had walked a decent ways into the forest.

“Ugh, heavens no!” Rarity groaned. “Just look at it. It's dreadful.

“And it ain't natural,” Applejack added. “Folks say it don't work the same as Equestria.”

Twilight eyed them both. “What's that supposed to mean?”

“Nopony knows,” Rainbow cooed in a spooky voice as if she were telling a campfire story. “You know why?”

“Rainbow, quit it,” AJ sighed.

“'Cause everypony who's ever come in has never… come... out!”

Twilight just stared at her. “Uh-huh. So, you’re saying this place is dangerous and weird?”

“Very,” AJ nodded. “We best be on guard case anythin’ dangerous does pop up.”

“Right,” Twilight agreed. “We should also probably rest up here. We have been walking a while.”

“Good idea,” everyone muttered as they all found somewhere comfortable to lay down.

Twilight watched Applejack sit up against a tree while others were a good distance away. She smirked to herself and trotted over to the farmer pony. “Hey.”

AJ looked up at her and smiled. “Hiya, Twilight. What’s up?”

Twilight smiled and sat beside her. “I was just thinking about back at the barn.”

“Oh,” AJ chuckled. “Heh… Yeah, that was somethin’, wasn’t it?”

“I wanted to return the favor.”

AJ looked around. “Our friends aren’t far away.”

“It’s fine. I'm good with it if you are."

"What do you plan to do?" AJ asked. Twilight smiled and lit her horn. She cast the dick spell on her friend, giving the farmer a nice, orange cock and balls. Applejack jumped a little, feeling the weight of her balls. "Oh, you can give others a dick?"

The unicorn smiled. "Now... I'm gonna suck it."

AJ chuckled and leaned back against the tree. "Go for it, Twilight."

Twilight held the rod in place with her forelegs and then leaned in to give it a lick. AJ let out a sigh before Twilight wrapped her lips around the tip and started to bob her head. When no moaning was heard, Twillight pulled off with a POP.

“What’s wrong?” She asked as she nuzzled the rod.

“My honest opinion, Twilight? Ya kinda suck at sucking.”

Twilight’s eyes went wide. “W-What?”

“May I offer some pointers?”

“Please, do.”

"Start by licking the balls," AJ instructed. "Savor them."

Twilight nodded. "Right," she said, determined to please her friend. She then flattened herself to the ground and leaned in to kiss the orange sack. "Mmm," Twilight moaned as she gave a slow lick to AJ's left testicle.

AJ chuckled and sighed happily. "That's it, Twilight. Just like that."

Twilight closed her eyes as she licked. She found she enjoyed the taste of magic pony balls and let out soft moans, her warm breath providing a comforting heat for the sack. She could hear AJ moaning above her and wrapped her lips around the right testicle.

“N-Now…” AJ moaned. “L-Lick up the shaft and… Oh, fuck… A-And suck on just the tip.”

Twilight opened her eyes halfway before she dragged her tongue over the sack and up the shaft. When she was halfway up, she pressed her lips to the pole and ran them up the rest of the way. When she arrived at the tip, she wrapped her lips around it and sucked.

“K-Keep doin’ that,” the farmer pony gasped.

Twilight smiled and ran her lips down the shaft before licking back up to the tip. “I have to admit…” She said breathily. “I love your cock.” She then clamped down onto the top again and sucked while keeping eye contact.

AJ chuckled and placed her hoof on the back of Twilight’s head. “And I love you sucking my cock. Now, take more in. And start bobbin’ your head.”

Twilight slid her lips down more and more, taking more and more of the orange shaft into her mouth. When the pole hit the back of her throat, she stopped and began to pull back. Just as the tip was about to plop from her mouth, she slid back down again.

“Shit,” AJ moaned out. “I never new a blowjob could feel so damn good.”

Twilight chuckled and sped up, letting out soft moans. As she sucked, she started to wonder just how much she could take in. After all, dove of her other friends took her whole shaft down their throat. She closed her eyes once me and, once she felt AJ’s cock hit the back of her throat, proceeded to push further. The tip of the cock plopped into her throat and began to slide lower and lower. Twilight’s mouth was nearing the orange mare’s crotch, making AJ stare at her in shock.

“Damn, Twilight,” she chuckled. “You really like cock.”

Once Twilight had sheathed the whole rod in her throat, she could feel the tip near her stomach. If her friend came right now, she’d get a stomach full of magic jizz. She then started to give AJ a real blowjob, moving her head up and down. This time, she stopped moving upwards when she felt the tip about to leave her throat. She watched this to strictly be a deepthroat blowjob.

“Fuck,” AJ sighed, spreading her hind legs as far as they would go, and leaning her head back. “You quickly… became a pro, Twilight.”

Twilight kept going until AJ let out a louder, deeper grunt. She looked up to see the orange mare looked down at her.

“Gonna cum, Twilight,” AJ panted.

The unicorn smiled and kept going. It wasn’t long before AJ came hard. Twilight felt the warm cum shoot directly down her throat and into her stomach. She let out a deep, lustful moan and kept sucking, her throat milking every last drop of cum from her friend’s balls.

Applejack let out one final grunt before she stopped cumming. She just laid there, a panting mess, as she watched Twilight handle the big load. Soon, the unicorn slowly pulled off. When the tip plopped out of her throat, she let out a grunt. She then let out a deep sigh when the rod left her mouth.

“That was so hot,” Twilight chuckled, before she gave the orange pole a kiss.

“Tell me about it.”

Twilight eyed her, before she leaned in and kissed the mare on the lips. AJ kissed back, both mares moaning softly as Fluttershy walked over. The pegasus pony stopped with a deep blush.

“Oh,” she muttered. “I didn’t realize you two were busy. I can come back later.”

Twilight slowly broke the kiss with AJ and made the magic cock disappear. “We’re good,” she cooed, before she looked over at the pegasus. “What’s up?”

“We’re, um… ready to move out now. I-If you two are.”

AJ groaned and stood up, stretching. “I’m ready, sugarcube. Come on, Twilight.”

Twilight watched the orange pony trot back to the others before she stood up with a groan. “Oh, boy.”

“What’s wrong, Twilight?” Fluttershy asked in a concerned tone.

“There’s sooooo much cum in my belly right now.”

“Oh,” Fluttershy gasped softly, as Twilight trotted past her towards the others. “Oh, dear,” She muttered as she followed.