Nightmare Moon’s Indecent Proposal

Chapters

Overwhelming the Nightmare
Returning Dawn
A New Family
Nightmare's Proposition
Lunar Foreplay
Turning the Tables

Overwhelming the Nightmare

It was hard to say how much time had passed since what Nightmare would call the foreplay had ended. All the mares were now on the bed, with the alicorn hunched over Twilight’s body, fucking in and out of the mare’s pussy with a greater speed and pace. At the sides, Pinkie, Fluttershy, Rainbow, and Rarity have been fucked into cum filled, sloppy messes. Applejack was ready to switch with Twilight at any moment, but the unicorn was doing everything she could to endure this.

“You’ve done well to last this long, Twilight Sparkle.” Nightmare commented, mocking the unicorn as she was stuffing her cock in and out of this tight pussy with incredible pleasure and ease. “But one by one, I’ve stuffed all these mares with my cum. And soon, you’ll join them!”

“Don’t be so sure yet.” Twilight said, gasping between small moans as her body was cumming over and over again by the raw pleasure this alicorn dick was giving her. “We’re not…not…finished…yet…”

“Oh? What are you planning?” Nightmare asked, raising a curious eyebrow, but still continued to pound her cock in and out of Twilight’s pussy without mercy. “Cause from the looks of it, you’re on your last legs.” She laughed at the mare. “Poor little unicorn, all alone.”

Twilight tried to speak, but all that could escape her lips were more and more moans. It was becoming harder and harder to form thoughts. The alicorn’s cock was pressing and rubbing along her most sweet and sensitive spots, which was only sending ripples of pleasure throughout her body. Though she hated this feeling, Twilight couldn’t deny it was sending tremors of electric pleasure more so than any rousing of estrus has ever brought her.

“See…feels to me like you’re ready to give up.” Nightmare mocked, grabbing at Twilight’s arms. Pulling them to cause the mare to gasp as the thick cock was hammering deeper and faster in her tight pussy. “Just give up, and I’ll give you this passion everyday.” Her lips were curling into a wick smirk. “Renounce my sister, and all of this can be yours.”

“I…I…I…” Twilight cooed, feeling as she was slipping deeper and deeper into the primal pleasure that was consuming her. Her body was almost fully at Nightmare’s mercy, making her getting closer and closer into falling. “I…I…”

“Come on, you unicorn slut. Say it!” Nightmare said, almost demanding it as she was fucking faster and faster in Twilight’s body. Her attention was focused solely on the mare. “Just say the word, and I will give you pleasure greater than anything my sister would have offered.”

“I…I…” Twilight was still feeling as her mind was slowly slipping, but while Nightmare was still fucking, she failed to notice the mares she had came in were coming to their senses. She could see her friends were getting the resolve to get back up. Swallowing, she looked at the alicorn. “I…do…not!”

Igniting her horn, Twilight let out a burst of magic. This washed over not only herself, but her friends, giving them an extra boast of strength to help them move from their fucked tired states. Even with this, they struggled to drag themselves up from where they lay. Nightmare was far too distracted by Twilight’s magical release to even notice. Applejack, who still had more strength than the others, helped her friends upwards, preparing to strike at the alicorn.

“You’re wrong, Nightmare Moon.” Twilight declared, her voice almost booming as she spoke to the alicorn. “It is because of these ponies I have met, I am not alone.” The magic of her horn glowed brighter and brighter, wrapping the other ponies in a colorful aura that further revitalized them. “It was thanks to them, I learned what friendship was, the power it can give, and win or lose, we will do what we can to stop you.”

“Stop me?” Nightmare asked, laughing at the mare while her cock was still throbbing inside her. “And what could you possibly do to-ahh?!” Her words were cut off as she felt the hands of the mares grabbing at her body. “What are you?!”

Nightmare’s words soon became moans and she felt these mares’ hands and fingers were rubbing and fingering along her body. From the edges and tips of her wings, along her large breasts and tender nipples, down to her balls and hidden pussy, she was being stimulated by the other five mares. Fluttershy took the wings, Rarity groped the tits, Rainbow cupped the balls, Pinkie fingered the pussy, and Applejack held her arms to keep her from taking charge.

“So…the mares still have some fight back in them?” Nightmare commented, laughing some more, though moans escaped her lips with every other breath. “Go on then. Show what this Friendship can accomplish!”

“Is this it? Is this the full extent of your Friendship?” Nightmare asked, mocking the ponies as they were now laying around her as they had before. Her cock was delving in and out of Applejack, while the other five were now twitching, and both leaking cum and covered in it. “All that remains is you, some earth mare peasant.”

“Don’t…think this is…enough to…stop me…” Applejack groaned and grunted, shifting her body as best as she could to keep Nightmare’s cock to keep rubbing within her. “Us…Apple mares…are tough…”

“Let’s see if that’s true.” Nightmare chuckled, grabbing at Applejack’s hips, thrusting upwards as the mare was riding on her cock. The alicorn was getting closer and closer to an orgasm. Gritting her teeth, she could feel it. This mare’s tight hole was milking her for everything she had left. “Don’t think…this’ll be…the end…of me…”

“Then give it to me!” Applejack shouted, grabbing at Nightmare’s shoulders to better angle herself. “Come on your alicorn bitch, fucking cum in this pussy! Let’s see if you can really mess me up!”

Riding faster and faster, Applejack was moving her hips at the pace to let Nightmare bottom out inside her. The alicorn could feel as this pussy was hugging and embracing her in a way that was making it harder and harder to hold back. Though she had come numerous times already, Nightmare could feel as if she was starting to run out of cum. Her balls were tightening on her body, making her cock swell as she was going to cum soon.

“Come on, you’re almost there.” Applejack grunted, bouncing her ass on Nightmare’s cock harder and harder. The sound of her soft ass clapping and smacking on the alicorn’s legs echoed out as she was working to milk everything from her partner. “Give it to me. Fuck that pussy. Fuck it full of that alicorn…fucking…cum!”

Nightmare was unable to hold back, feeling as she was releasing herself in the mare’s pussy. Applejack gasped as she could feel the hot cum flooding her pussy, soaking her womb in the potent seed as the alicorn pumped what she could. Anything extra only leaked out as it ran down the still hard and throbbing cock. But unlike before, Nightmare could feel as if her strength was beginning to wane as she was unable to keep her hands up.

“Fuck…feels like…you finally gave out.” Applejack panted, huffing as she felt her own strength leaving her as she collapsed backwards. As soon as she fell back on the bed, she could see that Nightmare’s dick was now going limp. “We…we did it…”

“We did it?!” Twilight exclaimed, almost as if she couldn’t believe the six of them were able to defeat Nightmare Moon. “Yes! We did it! We’ve defeated you, Nightmare Moon.” Though she was weak, she dragged herself somewhat up to point down at the winded alicorn. “Now keep your promise!”

“Over? Over! Who said it was over?” Nightmare shouted, his horn and eyes ignited with a dark, azure flame as she burst with a powerful warmth and light. Her cock slowly grew back to not only full arousal, but seemed to have grown a little as well. “You are all nothing to me. Nothing! Just mortal ponies, weak and frail, with bodies fit only to be at my pleasure!”

The six mares looked on as Nightmare continued to give her speech. They could feel the overwhelming power of the alicorn. Even with the boost Twilight was able to give them, it wasn’t enough. Nightmare was just too powerful, and yet they knew they couldn’t give up, not yet. Try as they might, their bodies could only twitch and shiver, too weak to even attempt to roll to one side, let alone move themselves.

“Look at you, weak and fatigued.” Nightmare continued to gloat, lifting herself, she was now on her knees while her cock throbbed between breaths. “You have all done well to endure as you have, but that is not enough, not even close to enough to stop-” Her words were cut off as she felt a warm, wetness run between her legs, from her pussy to her balls. “What?” Looking down, she saw Twilight, having somehow found a way to pull herself under the alicorn and was now lifting herself to eat out the alicorn’s pussy. “What are you doing? It’s over. You’ve lost!”

Twilight said nothing, only continuing to let her tongue delve in and out of Nightmare’s pussy. Despite her fatigue and near exhaustion, she continued to force herself to lick and tease the snatch. Because the alicorn was paying attention only to Twilight, she once again failed to notice as the other five, weak and sore as they were, hadn’t given up just yet. Moving closer and closer, the mares approached the alicorn, even as their eyes were fluttering from a coming exhaustion.

“What are you?” Nightmare commented, only now noticing as the mares were crawling themselves onto her body. Though she had given herself a boast of strength and stamina, as well as a renewed arousal, she wasn’t able to hold onto the weight of the five mares for long. “So this is your final push? You plan to defeat me?”

Nightmare flexed and threw about her arms, but the mares were holding onto her too tightly. Though they were very much exhausted, Twilight and the others were doing the best they could to bring Nightmare down onto her back. The alicorn’s eyes were still glowing with the azure flames, but even they were slowly losing their luster. She was getting weaker as well. The previous orgasms had trained much of Nightmare’s strength and these six mares were taking advantage of it.

“You can’t…can’t…defeat…me…” Nightmare panted, feeling as her body was getting heavier from all the growing pleasure. She had overexerted herself and she was only now realizing it. “I will…I…will…”

“It’s over…Nightmare Moon.” Twilight panted, still working her tongue in Nightmare’s pussy. “We’re gonna make you cum…until you surrender!” The alicorn could only wince, frustrated as she could feel the other five mares were starting to lick and kiss along her slender and alluring body.

It was like an eternity as Nightmare was laying on the bed. Her body was being held down by these six mares, who were giving her entire body oral worship. Not only were her breasts suckled and licked by Rarity and Rainbow Dash, but her neck was being tenderly kissed by Fluttershy, which only sent shivers down her spine, making her wings stiffen and tremble a little. Twilight, Applejack, and Pinkie Pie were taking turns sucking and playing with the alicorn’s cock, balls, and pussy. Applejack licked and fondled at the huge, cum filled balls. Pinkie was almost muzzle deep in the soaking wet pussy. And Twilight was bobbing her head a little up and down around the upper half of the thick cock.

Nightmare could only moan out in pleasure, unable to move as she was being held down. She trembled, occasionally twitching as she was feeling the next orgasm was coming upon her. Whimpering a little, she felt her cock and balls tingle with the next climax. As if sensing this, the six mares picked up their paces, licking, kissing, and sucking along Nightmare’s body. Each one pushed themselves further and further, even as they were so tired, they could barely see straight.

“This…this…fuck!” Nightmare moaned out, feeling as her cock throbbed hard, releasing her last major orgasm in Twilight’s mouth. The mare swallowed down the load as best as she could, but couldn’t hold it all in. Moving her mouth off the cockhead, the alicorn’s dick sprayed out her release. “Fuck!”

Nightmare’s cum shot upwards, only to splatter not only herself, but the six mares as she shivered from the hot spunk that was coating their bodies. Her eyes were almost rolling back as she could feel her consciousness fading from her. Twilight could only look over from the defeated alicorn, to the other mares. They smiled and nodded, but couldn’t hold themselves up any longer.

Fluttershy and Rarity were the first to pass out, collapsing on Nightmares’s body. Rainbow and Applejack were the next ones, with the former laying on the alicorn’s tits, while the latter rested between the thighs. Pinkie was after that, smiling confidently at Twilight, as if to confirm to her friend that they won. Feeling her own fatigue overpower her, the unicorn felt her chest swelling with pride over this victory. With that, she joined the others as they drifted into unconsciousness.

Returning Dawn

It was hard to say just how many hours had passed since their victory, but the shining light of the next day roused Twilight from her slumber. Opening her eyes slowly, she saw she was still on this bed, resting within the ruins of this once mighty castle. The other girls were equally waking up, yawning and stretching as they slowly sat up. They were sore, feeling the occasional spasm from their still sensitive pussies and mouths, as well as some cramps on their sides and joints.

“We…we did it!” Twilight commented, panting and huffing as she could see the other mares were waking up. “Thank you…thank you, all of you. I…I couldn’t have done it without you.”

“It’s alright!” Pinkie cheered, smiling as she crawled a little to give Twilight a hug. “It was fun to stop her this way!”

“I…was quite surprised myself that this was how she wanted to be fought.” Rarity commented, trying to fix her mane as she spoke. “But I am happy we were able to succeed.”

“Um…I’m just happy it didn’t get…you know, violent.” Fluttershy added in, blushing a little. “N-not that I’m complaining about how we…I mean…uh well…”

“It’s fine, we did what we were able to.” Applejack nodded, smiling confidently. “And I’m glad to have helped.”

“Same here!” Rainbow said, almost boasting as she smiled a smug expression. “It’s not everyday you get to fuck an alicorn to exhaustion.” As she spoke, she looked down, looking at where Nightmare lay. “Um…does she look different to you?”

Looking down, the six mares saw that Nightmare Moon had changed. She wasn’t nearly as tall, or even voluptuous as she was before. Even her coat was a midnight blue, while her mane was more like a regular mane of lighter blue hair. Her curves were smaller, though still quite impressive for her height, but had seemingly shrunk down to nearly half the size of how they were before. And finally, her cock was much, much smaller; now only as big as possibly a well bred earth stallion.

“What happened to her?” Pinkie asked, giggling a little as she playfully poked at the limp and twitching dick. “She’s all…smaller, and softer.” She then turned her attention to Twilight. “Any idea what’s happened?”

“I-I-I-I have no idea.” Twilight stuttered, shaking her head as she was trying to figure out what was going on. “There’s nothing in any book that could-” An idea sparked in her mind, as if a realization was reached. “Maybe…just maybe, this is Princess Luna.” The other looked confused for a moment, to which she cleared her throat. “You see, it was Princess Luna who, in her envy of Princess Celestia, became corrupted and thus turned into Nightmare Moon. Perhaps we managed to cleanse her…using our bodies.”

“You know, now that you mention it.” Applejack added, looking herself over. “I’m tired, sure. But I don’t look like someone who’s been rolling in the hay all night and day.”

“I didn’t want to say it before, but I was curious too.” Rarity commented, rubbing her mane a little. “I was certain that my hair would be such a mess, given all that has happened. And especially after Nightmare covered us in her…well, mess. But there doesn’t seem to be a drying drop on us.”

“Maybe it was magic!” Pinkie giggled, looking herself over. “I mean, it was either that, or maybe alicorn cum goes away after a while?”

“That’s an interesting guess.” Called a faint chuckling voice from across the room. “But I felt you all at least deserved to wake up fresh and clean.”

Looking over to the source of the voice, the six mares saw, sitting on a fallen piece of broken masonry, was the alicorn they were searching for, Princess Celestia. She was as tall as Nightmare was, maybe even a few inches taller. Her features were even bigger than the defeated alicorn, with an off white gown with gold trimming that seemed to hug around her alluring curves. Her multicolored mane flowed despite a lack of wind, and she was looking at the ponies on the bed with a warm, amused smile.

“Princess Celestia!” Twilight called out, got up and tried to rush over to her mentor, but slipped and collapsed back on the bed. “You’re free! Are you alright? What happened?”

“Now, now, my dear Twilight, there’s no need to rush.” Celestia commented, smiling at her student, as well as the other mares. “Please, remain lying as you are. Your bodies are all still too tired from your ordeal.”

Walking over to the six, Celestia raised a hand whenever the mares tried to move. As she came closer and closer, she seemed to almost radiate a warm glow. Drawing nearer to them, the mares could almost feel as if their bodies were feeling more and more relieved. And while Celestia gave each of them a nodding smile, her focus was becoming more and more on the mare lying exhausted on the bed. It was only when she reached the bed, that she was standing over the mare.

“It has been many years since I have seen you in that form, sister.” Celestia commented, staring down at her sister. “How do you feel?”

“S-sister?” Luna’s voice rang out weakly, almost trembling as she stared up at her sister. “I’m sorry…I’m sorry…I’m so, so sorry…”

“I know, and it’s okay.” Celestia nodded, leaning down to hold her sister closer to her. “You’re safe now…I missed you.” Looking over to the rest of the mares, she smiled. “Thank you, all of you. You have returned to me something I have thought I lost so many centuries ago.”

“But…what do we do now?” Twilight asked, looking from her friends to her mentor. “We…we were able to defeat Nightmare Moon, right?”

“Oh, Nightmare Moon has been defeated.” Celestia explained, gesturing to her sister, that was still being almost cradled in her arms. “You have purged my sister of the evil that had corrupted her so long ago.” She smiled at them. “My sister has always been particularly insatiable, and becoming Nightmare Moon has amplified it. You have my gratitude for overcoming such a heroic challenge.”

“I…I’m sorry.” Luna weakly commented, looking at the mares with remorseful eyes. “I caused…so much pain and I just…I jus-”

“Shh, shh, it’s over now. There’s nothing to fear anymore, dear sister.” Celestia commented, but then as she glanced over the mare again, she raised a curious eyebrow. “That being said, if it is alright with all of you, I would like to cast a spell to check you all over.”

“What do you mean?” Twilight asked, looking a little nervous as she looked back and forth between the mares and Celestia. “Is there something wrong?”

“Oh, no, no, there isn’t anything wrong.” Celestia commented, igniting her horn. The room was partially illuminated with a rainbow colored light. It was warm as it washed over the six mares. As it did, the mares all felt as if there was a tingling running down their spines, ending with their bellies giving off a small, blinking light. “Oh…well then…”

“What, what is it?!” Twilight asked, looking back and forth from Celestia to the other girls. “Are we going to be okay?”

“Oh, yes, yes, you’re all not in any danger.” Celestia replied, waiving a hand back and forth. “You all just have some minor dehydration, as well as some strained muscles. Pushing yourself all night like you did, would have some consequences.” Waving her hand in a semicircle, several pitchers of water were conjured into existence. “Here, drink up, but do it slowly. There’s no rush.”

Taking the pitchers, the mares drank down the water. It was cool, sweet tasting, and seemed to fill their bellies and ease their dry throats. As well as this, the magic that was still emanating from Celestia’s horn was enveloping the mares. It was subtle, gentle, and yet so warm. Like their bodies were being massaged and eased up. It was soothing, mixing with the sensation of the cool water pouring down their throats.

Twilight looked over to the others. These five mares have done more for her than anypony she had ever known in Canterlot. While she had some ponies back home she associated with, she never felt she had close friends. But ever since coming to Ponyville, she felt as though these five were some of the honest, loyal, generous, kindest, and happiest ponies she’s ever met. Maybe this was what she was missing all along? Maybe what she needed was friendship?

“Princess Celestia…thank you.” Twilight commented, looking back to her mentor. The alicorn was almost beaming with pride in her pupil. “If it wasn’t for you, I wouldn’t have come here, and met these amazing ponies.”

“I’m glad you feel that way.” Celestia replied, smiling warmly at her student. “I was certain you would find what you were missing here. And, if you would like, I could arrange to have you move to Ponyville.” She then chuckled a little. “It would seem you’ve learned a great lesson, and I know you will always learn more; with your new friends.”

Twilight’s eyes were filled with stars and joy. Praise from her mentor meant the world to her. All she wanted was to please her mentor, her Princess. And though she had been complimented, this was the first time Twilight felt an echo of love in the alicorn’s voice. As she spoke her words, she gently hugged her sister closer. Luna only watched on, still timid, her eyes filled with sorrow and remorse. It was going to take a long time before she could come to terms with what she’s done. But Twilight was confident she’d work through them with time.

“Now, how are you all feeling?” Celestia asked, watching as the mares had finished drinking their water. The mares nodded in agreement, getting ready to leave. She raised her hand forward to catch their attention. “I…I would remain seated if you would please.”

“Why? Is something wrong?” Twilight asked, coming down from the euphoria of being praised to notice the troubled look that was growing on Celestia’s face. “Was there something else?”

“Well, yes…it’s just…” Celestia sighed, composing herself as she was gathering her thoughts. “I’m sorry, there is no gentle way to put this.” She took another deep breath. “You’re pregnant. All of you are pregnant.”

There was a silence, a thick, long and awkward silence as Celestia looked at the mares. Fluttershy immediately fainted, being caught by Rainbow Dash, who was more worried about her friend. Applejack’s face went from confused, to a look of dread as she could only imagine what Granny Smith would say when she’s told her granddaughter is having foals before marriage. Twilight and Rarity shared similar expressions, their eyes going narrow as they came to terms immediately what this all meant. Only Pinkie seemed to have handled the news in a much lighter mood, her small giggles broke the silence.

“That’s hilarious!” Pinkie laughed, nearly falling over in her amusement. The other girls looked at her in confusion. “What? I mean we were playing with that dick all night, there’s no way at least one of us isn’t gonna carry a bun in the oven. But all six? That’s funny!”

“Well, you are mostly correct.” Celestia nodded, aware that this wasn’t an easy conversation to have, and she expected the mares to react like this; though Pinkie’s did catch her off guard for a moment. “You see, unlike the average, or even the most virile stallions, alicorn’s have a special magic in our being. This causes our seed to be far more potent, where only the strongest contraceptive spells can give even the slightest chance to avoid pregnancy. So while you have saved Equestria, and brought back my darling sister, you have all been impregnated by her as well.”

There was still a silence, even Pinkie didn’t snicker and giggle after hearing it. Fluttershy was still unconscious, being held up by Rainbow Dash. The athletic pegasus, hearing this, she only now was coming to terms that her dreams to join the Wonderbolts have been shattered. At best, maybe delayed by several more years. A heaviness came over her chest as she felt this worry. Applejack’s fears only amplified. Granny Smith was a patient and understanding mare, but when it came to family traditions, she was as stern and stubborn as an old oak, and she wasn’t gonna let her hear the end of it.

Pinkie still took it the best out of the six. She loved kids, and it wasn’t like she was against having kids eventually, so getting them a little early wasn’t a problem. If anything, she recalled Mrs. Cake, the mare she lived with, was coming along with her own pregnancy, so that would mean her kids could grow up and be friends with Pinkie’s kids. Rarity was also taking this a little better than before. Ever the clever mare, she was already thinking about all the fashion inspirations having a child could yield. Her mind was teeming with various clothes, costumes, accessories, and other things she could market. And she did believe that any mare can have beauty and grace, pregnant or not.

Twilight only sat there. She was pregnant. She had been impregnated by Nightmare Moon. No! She had been impregnated by Princess Luna. What would her parents think? Sure, it wasn’t like they were against relations with the royal family. Her older brother, Shining Armor, has been dating Celestia’s niece, Princess Cadance since high school. But to carry Princess Luna’s babies. This wasn’t something she expected to happen, even in her wildest dreams.

Twilight was far too exhausted to really process all of this. Right now, she was doing her best to handle everything, but she could feel the panic slowly growing inside her. Even if she could push it down, she knew she was going to spiral into a major breakdown in maybe a week or so. Her heartbeat was quickening as she was getting closer and closer to feeling as if she could collapse at any moment. Maybe Fluttershy had the right idea to just faint when she heard the news?

“How about we return to my boutique?” Rarity asked, finally breaking this new silence as she looked around. “Clearly, this is a lot to take in. And I believe it would be much better to handle all of this serious and intense news back in a home…and a bowl of ice cream.” She looked back to the others. “Or several.”

“Y-yes…please…” Luna finally spoke up again, looking at the mares. “I-I-I promise you, all of you, that I will provide everything you will need. I-i-if you’ll have me, I swear, I will use all the power I have at my disposal, to care and tend for both you, and the foals growing inside you all.” She paused, looking up to Celestia, who gave a knowing and kind smile. “I-I-I’m truly sorry, and I will be your devoted servant. I will make amends and ensure you are all provided for in every way possible.”

“Well, we can further discuss everything, once we return to your home.” Celestia commented, looking at Rarity. “Now then, are you all ready?” The mares, at least the ones still awake, nodded. Still maintaining her composure, Celestia ignited her horn again, and all of them vanished from the ruins of this ancient castle.

A New Family

The last several months have taken its toll, not only on Twilight and her new friends, but Princess Luna and Celestia as well. Throughout this time, the lunar princess kept her word, providing for the six mares in every way possible. Every doctor's visit was met with the best doctors in Equestria. They had the best insurance and protections. Luxuries and foods from far and wide were brought to them whenever they were feeling any hungry cravings. And every single one of them held only the best and most comfortable sleep each night.

While Celestia may have believed a few times, throughout the months, that her sister was going more than a little overboard, she respected that Luna felt an immense guilt over this and wanted to make amends. Nothing ever got too extreme, until the massive baby shower the mares held. Once it was confirmed how many foals and if they were fillies or colts, Luna spared no expense getting the best gifts possible for them.

Twilight was only holding one foal, a mare from what the doctors told her. She hadn’t decided on the name yet, but was spending much of her time reading various books on education and magic aloud, in hopes the unborn foal would be as smart and scholarly as she was. Applejack was carrying twins, two colts and she was already spreading word to every member of her family. Though Granny Smith was very disappointed in her, she loved her grandchild, and especially the coming great grand foals. As well as this, Luna had donated a massive sum of bits, and land to the Apple Family as a gift, and apology to the elderly mare.

Rainbow Dash was gonna have one foal, a colt as well and was already thinking of so many ways she can help train this, hopefully, pegasus all her fun and crazy flying maneuvers. Motherhood, as well as conversations with her own mother, have given her the chance to reflect on her dreams. She would still want to be a Wonderbolt, but wasn’t against putting it on hold for the sake of her foal. Rarity also had twins, fillies, and she had spent months preparing a number of outfits for her unborn foals. During some visits, Twilight had noticed the fashionista mare had prepared not only clothes for her own foals, but the foals of her friends, and even clothing that ran all the way into their young adult lives.

Fluttery was having triplets, two colts and a filly, and she seemed to take motherhood better than the others. Her body seemed to adopt a more curvaceous form, where her chest swelled out, and frequently had to wipe herself as she was already leaking milk before the foals were born. The term “milf” was whispered throughout Ponyville, but as soon as Fluttershy or her friends learned these whispers, anyone who did so was plagued with nightmares for a week. And finally Pinkie Pie held the record for most kids. Quadruplets, all fillies. “Like my mom!” She said when she heard the news, and she had spent month after month planning out every birthday for the foals.

When the time drew nearer and nearer, Luna ensured the mothers of her foals were taken to a hospital in Canterlot. And thanks to the best medicine available, and no shortage of precise magic, the six mares successfully gave birth to the beautiful fillies and colts. Twilight’s was a unicorn, Applejack’s were a unicorn and earth pony, Rainbow Dash’s was a pegasus, Rarity’s were two unicorns, Fluttershy’s were a unicorn, pegasus, and earth pony, and Pinkie Pie’s were all earth ponies. This brought some relief to Luna, having worried about the chance of producing an alicorn foal, but loved her new children all the same.

While the foals were taken in the maternity ward of the hospital, to get their check ups, and anything else they may need, Luna stood there in the hospital room, which was not only large enough to hold all six mares, but was located in a more private wing of the hospital. Celestia was there as well, supporting her sister as much as she could. The lunar princess was not as regally dressed as the sun one. Her clothes were a little baggy, and there were small bags under eyes as she stayed up for days within the last few weeks before all the foals were born.

“Well, I believe that went quite well.” Celestia commented, breaking the awkward silence. Patting Luna on the shoulder, she smiled down at her. “Luna, you’ve helped bring thirteen new precious lives into this world. You should be proud.” Luna only blushed nervously as the Princess looked to the six mares. “As should you all. You’ve not only saved my sister, but given her, and myself a more precious and loving family. I thank you.”

“A-a-and I as well…” Luna blushed harder, stuttering her words as she struggled to think of what to say. “These last…several months…they’ve given me more than enough time to think…and reflect on my past actions.”

“Luna, it’s okay.” Twilight interrupted, dropping formalities as she addressed the alicorn. “You’ve been spending all these months feeling sorry for what happened. And while this wasn’t how I wanted to have a foal, I don’t have any regrets.”

“Same here, my dear.” Rarity chimed in, nodding with a smile. “Sure the “joy” of foal birth was a little more than I expected, even with magic, I am quite proud to be raising your foals. Little Needle and Thread are both beautiful fillies.”

“Needle and Thread? You already named them?” Applejack asked, looking at the unicorn. “Isn’t that a little…you know, too on the nose with you?”

“Whatever do you mean my dear?” Rarity responded, playfully teasing the farm mare. “I mean, I’m certain you’ve named your colts something creative too, right? Apple…what now?”

“Apple Sauce and Apple Dumpling.” Applejack responded with a red blush across her face, huffing a little. “I-i-i-it’s an Apple Family thing!”

“Sure it is my dear.” Rarity giggled, looking over to Fluttershy. “Fluttershy, dear. What did you name your foals? You had three of them right?”

“Y-yes, one of each.” Fluttershy replied with a more loving blush across her face. “Well I was thinking of Daisy for my daughter, and Razzle and Dazzle for my sons.”

“Oh! I wish I thought of that!” Pinkie added, laughing a little as she lay back. “I was trying to think of some names for my little fillies. I was thinking of Glitz and Glam for two of them, but I don’t know about the other two.”

“Why don’t you name them based on your family back home?” Applejack suggested, nodding her head. “You grew up on a rock farm. Maybe there’s some good rock names?”

“Hmmm maybe…I’m not as clever as my mom…so…” Pinkie replied, pondering as she rubbed her chin while scratching her head. “Oh, I know! Crystal and Gem!”

“Not bad, not bad, but my kid’s name is the best!” Rainbow added, her voice rang with competitive confidence. “My kid got some hot wings like me, so I know he’s gonna be a fast flier!”

“Alright, so what’s the name?” Applejack asked, raising an eyebrow to the pegasus. “Or were you quiet this whole time as a last resort?”

“Best for last? That doesn’t make sense.” Rainbow shook her head in confusion. “No, no, no, I was just…eh tired, yes. That’s right, tired. Anyway, my little flier is gonna be named Bolt. Cause he’s gonna be fast as one, and outfly anyone else!”

There was silence, a few minutes of awkward silence before the entire room erupted with hearty laughter. The six mares continued to laugh, cheer, and have a merry conversation about what they were gonna do now. They were going to raise the foals together, that much was certain, but they were discussing all the ways they can have the best lives possible with their new foals. While this conversation was going on, Luna only watched in silence, until she heard the sound of Celestia entering her thoughts.

‘Are you okay with them naming the foals without asking you?’ Celestia’s voice asked, making Luna pause for a moment. ‘I know it may be a little late now, but you do have a right to an opinion in the decision making.’

‘I don’t think I do.’ Luna’s own thoughts responded, looking calm at the mares as they laughed. ‘They are no longer scared of me. And they seem happy with everything. But I still feel like I have no right to-’

‘You have every right!’ Celestia’s voice snapped at her sister, only to calm down. ‘Luna, they’ve forgiven you. I have long forgiven you. I believe it’s time for you to forgive yourself.’

‘I…I will try…’ Luna thought back, blushing a little as she looked at the mares she had impregnated. Breaking from her mental conversation with her sister, she cleared her throat to address the mares. “Thank you…all of you. You’ve given me…love, hope, and I only hope I can be the best I can be. For you, and for our foals.”

“Of course.” Twilight commented, smiling as she lay back. “You and I will have to do a lot of reading about it, but I look forward to parenthood.”

“And of course, you’ll need to come to the boutique, darling.” Rarity added in, smiling at Luna. “We must get you in proper attire. As well as dresses for the rest of us.” The girls looked at her in confusion. “Well, obviously we’re going to be married after this.”

“That’s right.” Applejack chimed in, looking between Rarity and Luna. “Granny would tan my hide if I didn’t get properly hitched after all of this.”

“Just be sure you come to all our kid’s games, and we’ll call it even.” Rainbow commented, winking at Luna. “And we get the best seats.”

“Oh! Even though you’re not all evil and stuff. Can we fuck again?” Pinkie asked, raising her hand eagerly. This caused a massive blush to run across Luna’s face. “I mean it felt so good, and I’d wanna do it again!”

“I-I-I-I wouldn’t mind…e-e-either.” Fluttershy said, blushing just as hard as Luna was, especially as the other girls looked at her. “J-just…it wouldn’t be so bad…if you’re gentle.”

“I promise, I would never do anything to hurt any of you again.” Luna responded, speaking with a mix of worry and assurance. “You have my word.”

“Well getting all mushy is fine and all, but I don’t mind it a little rough once in a while.” Rainbow chuckled, shivering a little as her mind wandered from erotic thoughts. “I’m a big mare, I can take it.”

“I mean, a rough roll in the hay isn’t too bad.” Applejack added, sighing as she too was thinking about being fucked by Luna. “But I agree with Fluttershy, some tender loving once in a while is good too.”

“Y-you would all still want to…” Luna asked, stuttering a little as she spoke. “E-e-even after everything?”

“Well, even I’m a mare with needs, my dear.” Rarity replied. “So as long as it wouldn’t be a schedule conflict, I wouldn’t mind a passionate night either.”

“Oh! I can even work on a schedule!” Twilight said, her voice sounding much more excited as her eyes were sparkling with delight. “We can all come up with a way we can all share each other, and all our foals can grow up together, and…”

Celestia’s attention started to drift away. She was happy for her sister. Proud to see Luna was taking responsibility, and even more excited to know that her students and friends are ready to work things out with Luna. And yet, as she listened into what the seven of them were discussing, she couldn’t help but feel a bit of…sorrow. Envy even, as she loved her sister, but the idea that Luna was now going to have a family, six of them, while Celestia herself was still foaless seemed to leave a small, bitter feeling in the back of her throat. But she couldn’t dare show this, she needed to be supportive of her sister, no matter what.

“Princess Celestia? Are you okay?” Twilight suddenly asked, which caught her mentor’s attention. “You seem a little…sad.”

“Me? Sad? Oh, no, no, no, why would I be sad?” Celestia responded, her eyes darting back and forth as she struggled to keep up her facade. “I-i-i-it’s nothing. Don’t worry about it. I’m just so happy for Luna and all your futures.” But the more she tried to lie, the more she felt a heavy weight in her throat. The look on Twilight’s face was too much for her to bear. “I…okay, I’ll admit it. I’m jealous of Luna.”

“Jealous? Of me?” Luna responded, looking up at Celestia in confusion. “I-I-I-I don’t understand. What could you possibly be envious of me about?”

“I know the circumstances weren’t how you planned on them, but you can still have a family now.” Celestia explained, feeling as she was shivering a little as she confessed her feelings. “For the last several months, I’ve been jealous that you were going to bring such beautiful foals into this world, and that you were sure to be married to these mares. And I…I…I wanted to be that happy too.” She took a deep breath. “But I could never be mad or resentful. I knew what you went through, and I didn’t want you to feel sad, never again. So of course I would always be supportive to you. I love you, Luna.”

“Celestia…sister…” Luna teared up, grabbing Celestia into a tear dripping, close and compassionate hug. “I love you too!”

“Aww, that’s so sweet!” Rarity commented, wiping a tear from her eyes. “This is so beautiful!”

“Well, in that case, then maybe you’d be happy to know what we have planned for your future too?” Twilight commented, much to a confused look on both Princesses’ faces. Going full scholar tone, she continued. “You see, during my pregnancy, I spent a lot of time looking up old laws.” Celestia and Luna both tilted their heads in confusion, so she continued. “So in a number of books and laws, I found out that because none of us are of royal blood, we can’t marry Princess Luna as brides, but as consorts. Which can basically be considered the same thing.”

“Consort, wives, doesn’t matter to me.” Rarity commented. “I’m still going to plan out the dress.”

“Oh! Oh! And I can plan out the party!” Pinkie added with a giggle. “But should I do six different parties, or one massive one?”

“I’m aware of that law, Twilight.” Celestia answered, sighing a little as she wasn’t fully sure what her student was about. “But I don’t see what that has to do with-”

“Actually, it has a lot to do with it!” Twilight interrupted, feeling a little smug in her knowledge. “You see, part of the laws of royalty state that both you and Princess Luna’s possessions are shared. Lands, rulership, wealth, and especially royal consorts.”

“You’re not…implying…” Luna asked, only now putting together what Twilight was talking about. “But how would that even happen? I mean it’s a very old law.”

“A very old, still in effect law.” Twilight corrected. “But what this means, is that while we’re your consorts, we’re also Princess Celestia’s.”

“But that would imply that…” Celestia’s eyes widened as she realized what Twilight was getting at. “How could that even…I wouldn’t even know how to…”

“I’m not against siring more heirs to the throne.” Rarity spoke up, smiling at the Princess. “After I’ve recovered a little from the first foal birth of course.”

“I mean hey, what’s another flier in the family, right?” Rainbow laughed, smiling a smug expression. “I made one awesome kid. Might as well make another one!”

“Well, given that it’s the law, I don’t think Granny would have an issue with more hungry Apples on the farm.” Applejack commented, smiling a sincere expression at the Princess. “But I’m with Rarity, I’m gonna need some time before I’m ready for another round.”

“I wouldn't mind it either.” Fluttershy said, blushing intensely. “I love my cute foals, and I wouldn’t mind having more too.”

“What’s a party without more guests?” Pinkie giggled, already thinking about all the birthdays. “I’m in! I gotta get all the parties planned!”

“See, it’ll all work out.” Twilight commented, slowly getting out of the bed. “Now we can all be a big, loving family…together.”

Seeing this, the other mares dragged themselves out of their beds. Though they were still tired after giving birth, they approached the Princesses. Celestia and Luna only stood there, surprised and yet feeling the immense love that was radiating throughout the room. She was stunned, just awestruck by how accepting and loving these mares were. She couldn’t help but shed more tears of joy as the six mares came in to give the alicorns a big hug.

“Of course, I would love to have a new family with you all.” Celestia commented, shivering as she was so happy from this revelation. “I love you all.”

Celestia, Twilight, Applejack, Rainbow Dash, Rarity, Fluttershy, Pinkie Pie, and Luna all held each other in a warm, loving embrace. This was the beginning of something different, something new, and something special. The mares all loved each other, families were now being made, and the eight of these ponies were going to spend the rest of their lives in peace, love, and happiness. All a while, not a single eye was dry, as they hugged, and snuggled against the other.

Nightmare's Proposition

The sky was dark, the night had covered the sky for hours now, and it wasn’t going to even allow the light of the sun to break its blackened horizon. Even the twinkling stars seemed to glow with a much brighter, victorious attitude as they shone in the night sky like evil diamonds. The moon was full with a golden ring burning around it, the last bastion of the sun’s radiance, light, and hope bleeding around the edges of this cold, silver sphere. Though it was night, the mix of moon and stars seemed to give an eeriness to their normally dim light.

Rushing through the dense, dark, and untamed forest known as the Everfree Forest were six ponies. There were two unicorns, Twilight Sparkle and Rarity, two pegasi, Rainbow Dash and Fluttershy, and two earth mares, Applejack and Pinkie Pie. Twilight had foreseen this darkness to come, she ran faster than the others. Applejack and Rainbow Dash were keeping up with her, while Rarity, Fluttershy, and Pinkie Pie were keeping up in the rear.

“How could this happen?” Was all Twilight could say to herself, as she was running through the last stretches of the Everfree. “I gotta hurry!”

Her mind was rushing with a mix of fear and anger. Nightmare Moon, the mare in the moon, has returned. Her first act, banishing Princess Celestia away, has begun to usher in a new and terrible reign. Twilight cursed herself for not being able to convince her guide and mentor to let her help in preventing this from happening. Not that she was blaming Celestia for all this, she would never consider such a thing.

Along the way through the Everfree, the six of them had faced trials and obstacles. From the darkness of a manticore, to a sea serpent, a haunted, possessed forest, the temptation of betrayal, and even a breaking cliffside, but each challenge was met and beat by these six mares. Twilight had quickly learned to trust these mares, who she was forming a friendship with as they went to confront Nightmare Moon.

“There it is!” Twilight called out, seeing the long abandoned Castle of the Two Sisters coming into view. Looking back she was assured that the others were following her, even though she was previously annoyed that they would come to help her. “Whatever happens, we have to stay together!” The other five girls nodded as they followed the unicorn into the castle.

It was bleak, dark, dusty, and an ever present sense of fear and uncertainty that radiated the air like a foul miasma. Swallowing hard, the six mares continued forward, despite the chills running down their spines. Eventually, they made it to the main audience chamber, or what remained of it. Crumbling walls, broken sections of ceilings and glass, as well as the fractured and chipped remnants of the Elements of Harmony remained in their stone orbs. But yet, there was no Nightmare Moon to be seen.

“Nightmare Moon!” Twilight shouted, calling out in all directions. Her horn ignited as she was ready to battle this evil alicorn. Small bits of magic crackled between her fingers as she continued. “Where are you? Show yourself!”

“Ooo how scary.” Nightmare Moon called back, but remained hidden. Looking around, none of the girls could determine the source of the voice. It was as if every dark corner and shadow of the room was speaking at once. “Look who has come to challenge me…an over eager fool…a proud farm peasant…an angry cloud sleeper…a would be noblemare…a timid weakling…and you, my dear sister’s favorite pet.”

“Enough of your words! Show yourself!” Twilight continued to shout back into the shadowy dark. Her new allies trembled a little, but did not fall nor run. “We’ve beaten every dark temptation you’ve thrown at us, we’ve bested all your terrible fears, we will defeat you!”

“Defeat me? I highly doubt that.” Nightmare Moon responded, her tone shifting to a somewhat dismissive attitude. “Yes, you six have succeeded in some shows of will and unity. I must say, it is a little impressive. But you are not strong enough to defeat me.” The shadows began to manifest, forming a dark blue mist as it spread from every dark corner of the room. “But now that you are all here, the greatest potential threats to my new rule, I believe I know exactly how to deal with you six.”

“Whatever you have planned, it won’t work!” Twilight declared, her horn radiating with confident light. “We will prevail!” She looked over to her friends. “We’ve faced your trials, we’ve overcome your obstacles, and together, we shall put an end to your evil reign!”

“Brave words, such confidence, such determination…” Nightmare Moon said, still taunting the mare as she spoke. The mist slowly began to manifest further, taking shape as the alicorn’s form came into view. Standing a head taller than the others, even from this distance, she stared down the six mares. “But I have a different plan for you all.” Taking a deep breath, she let her starlight gleaming eyes stare the mares over. “I would like to parley.”

“I’m sorry…what?” Twilight asked, her face turning from focused to confused. Blinking for a few moments, she shook her head before resolving herself. “You can’t fool us!”

“Oh, by no means is this a deception. I am being legitimate in my suggestion.” Nightmare Moon explained, maintaining her posture. “If you would allow me a moment to explain, I believe you six will wish to hear me out.” As she spoke, there was something about her face, her eyes, and even as her voice seemed to ripple with a strange sweetness to it.

“I…I…” Twilight wasn’t certain what to think. This mare had harmed her precious mentor, threatened the ponies of Equestria, and was a clear threat. But the fact she was willing to parley, maybe there was something. Turning her head to the others, she whispered. “What do you all think?”

“I say we kick her ass!” Rainbow Dash commented, pounding her fists together. “She attacked us, and tried to make us betray each other.” Clearly she was still upset about what had happened. “We shouldn’t give her a chance to keep talking!”

“I agree, she’s too dishonest.” Applejack added, nodding with her friend. “There’s no telling what sort’ve trick she has planned.” Looking back over to Nightmare, she only glared angrily. “She’s planning something, and none of it can be good.”

“But if she had anything planned, wouldn’t she have already done it?” Rarity asked, looking between Applejack and Twilight. “She’s clearly strong enough that she could do anything she wanted. So maybe she’s being honest?”

“I think we should hear her out.” Pinkie added, smiling a little as her mane seemed to shiver a bit. “I got a feeling we should hear this.”

“I-if we could end this…without any violence…” Fluttershy stuttered, her voice speaking even quieter than the rest. “T-that would be nice.”

“Alright. But the second she tries anything, we attack.” Twilight said, getting the other five to nod in agreement. Taking a breath, she turned to face Nightmare Moon, who was still standing there patiently. “Alright, Nightmare Moon. We’ll parley. But if you try anything, I swear by Celestia, we will stop you!”

“Fair enough.” Nightmare Moon stated, clearly unphased by Twilight’s threats. “I will admit, at first I believed you six were just some annoying pests. But to see you all here, having overcome all I have thrown at you. That is not a simple coincidence.” Gesturing her arms towards the stone orbs, she continued. “I believe you six have some connection to the Elements of Harmony. But the Elements draw their powers by tapping into Primal Magics. You may defeat me in such a battle, but the resulting conflict will only lead to the ruin of the region.” She then looked more at the other five behind Twilight. “Especially that backwater town your friends are from.”

“So what, you expect us to just let you rule all of Equestria instead?” Twilight asked, getting back in an aggressive stance. “What could you possibly offer as an alternative?”

“Simple. We settle this in a much more comfortable, and enjoyable fashion.” Nightmare Moon explained further. “All I ask is that you give me a moment to properly explain. Will you grant me that?”

The way she spoke seemed to be sincere enough, and when Twilight looked to the others, she contemplated her next move. She could just attack the alicorn, but there was no guarantee that she could take her on alone. And though she did get a good look at the other fives’ abilities, there was still a lingering doubt in what they were capable of together. Twilight swallowed hard, she hated this, but she had no choice.

“Very well, but only once.” Twilight said, her eyes remaining on the alicorn at all times. “But no funny business or surprises!” Her horn lit up as she was preparing herself for anything. “I see a spell I don’t like, we’re taking you down!”

“I assure you, you may enjoy this surprise.” Nightmare Moon commented, raising a hand carefully. “Let me show you.” Snapping her fingers, a ring of magic swirled around her hand. The girls flinched, taking a step back. “Fear not, this is merely to make something a little more comfortable for us.”

The piles of rubble seemed to crumble further into dust, only to then clear away for what appeared to be a massive form being conjured into existence. Taking a few moments before it settled, what was only a foot to the side of the alicorn was a royal bed, large enough to fit maybe seven or so ponies on it. With a content smile on her face, Nightmare Moon strutted herself over to the bed. Crawling a little on it, she adjusted until she lounged on the soft cushioning.

“There, something a little more comfortable.” Nightmare Moon commented, gesturing a little as she posed towards the six. Raising a hand, she snapped her fingers. Her silver and black armor melted away into a fine mist, revealing her bare and nude body to the mares. “Now then, shall we negotiate?”

Twilight, as well as the others, stared at the alicorn lying on the bed. Nightmare Moon had a very impressive body. She was slender in all the right places, filled out in the best places, and the coldness of her eyes only seemed to add to the allure about her. Her hips looked so soft and wide, narrowing into her slender waist, and topped off with a sizable pair of endowments. Swallowing hard, Twilight's nervousness was obvious.

As she continued to stare, the mare’s eyes noticed something. Though it was previously, somewhat blending with the same shade as her body, there was no denying it. Nightmare Moon had a cock, a very, very impressive looking cock. Twilight’s face went into a red blush as she looked on, as did the remaining mares. Fluttershy and Rarity nervously tried to look away from it, while Rainbow Dash, Pinkie, and Applejack stared at it with a little more interest.

“It seems some of you have seen what could be on offer.” Nightmare Moon commented with a laugh. This laugh only caused her chest to heave and bounce a little. “Now then, shall I continue to explain what I have in mind?”

This cock was terrifying. Massive and throbbing, as well as leaking precum as if it were drooling hungrily. The girls couldn’t help but tremble at the sight and size of this dick. Nightmare Moon was smug in how she looked at the mares. She could tell they were being intimidated by her length, and it was only filling her with more and more ego and pride. She was savoring this feeling, but was slowly losing some patience in Twilight’s responses.

“I-I-I don’t…I don’t understand.” Twilight exclaimed, trying not to look directly at it, but it was hard not to. The thing between Nightmare Moon’s legs was bigger than anything she’s seen, even when she accidentally walked in on her brother with Princess Cadance back when she was foalsat by her. “What is your game? What are you planning?”

“Such an innocent mare…this will be fun.” Nightmare Moon laughed again, only to look at the six mares over again. “You see, us alicorns have incredible libidos, and can handle many partners…often at the same time. Any such partners who have managed to satisfy our lusts have been granted great rewards.”

“Get to the point!” Twilight snapped, losing her patience as she could feel her face getting hotter from the growing red blush. “What’s your point?” As she spoke, she tried to avert her gaze from Nightmare’s cock, which was still making her body slowly feel hotter and hotter.

“Well, being banished to the moon for a thousand years has certainly built up a major desire in my loins.” Nightmare Moon explained, her words seemingly giving her a sense of arousal as her cock was starting to twitch. “And if you six were to aid me in this regard, I might be willing to delay my conquest of Equestria.”

“You…can’t be serious.” Twilight commented, shaking her head for a moment. “There’s no way you could be-”

“Oh but I am.” Nightmare Moon interjected, her hand slowly running from her lips, down to her breasts, and ending at the base of her cock. “If the peace of your home is not enough, then perhaps I shall offer more.” Her eyes glanced across each mare, her gaze making the six tremble a little bit. “Any who can properly please me, I shall grant a great boon. But, if you fail to please me, or fall to exhaustion, then not only will I continue my campaign, but I shall claim all of you as the first members of my new harem of broodmares.”

Lunar Foreplay

Twilight stood there, nervous as she had to consider her options. On the one hand, she could try to battle with Nightmare Moon, but there was no guarantee things would work out if she did. She could tell her friends were nervous, but if there was a chance they could defeat her without any bloodshed, violence, or pain, was it worth the shame of being her sex relief? Twilight swallowed hard, she knew what she had to do.

“We…accept…” Twilight said, though there was some hesitation in her voice. Looking back to the others, she tried to sound reassuring. “We can do this! We just need to get her off and it will be enough!”

“Such confidence.” Nightmare Moon commented, almost laughing a little as she looked the ponies over. “Well, perhaps you shall be the one to go first.” Her eyes continued to look around the other five girls. “Then I believe I would like the other unicorn, followed by that farming peasant, the blue pegasus, that busty pink one, and…oh yes, I’ll save that timid yellow one for the end.”

“Not if I can get you off first.” Twilight protested, stepping forward as she tried to take the attention off her new friends. “We haven’t even started yet.”

“You’re correct.” Nightmare Moon said, changing her position to sit at the edge of this bed. Her cock was swelling in size as her mind was filled with all manner of thoughts and fantasies. “By all means…show me what you can do.”

Twilight swallowed hard, having never handled such a thing before. But she had to save these girls, save Princess Celestia, and of course, save Equestria. Boldly taking her steps forward, she approached the dark alicorn, who kept a smug expression on her face. Her eyes were already judging her before the unicorn even began, but this didn’t deter Twilight. Lowering herself to her knees, she was now face to cock with this throbbing girth. It felt almost overwhelming as she could see just how big it was.

‘Are they supposed to be this big?’ Twilight thought to herself, only to shake herself from her worries. ‘I can’t back down now. Not after coming this far!’

“Come now my dear.” Nightmare Moon teased, almost laughing as she stared down this mare. “Surely this can’t be the first you’ve ever…oh? It is, isn’t it?” She let out a hearty laugh. “My, my, this is adorable. My dear sister’s student, a timid little virgin?”

“D-don’t get too full of yourself.” Twilight snapped back, but her voice waned a little. Swallowing nervously, she reached out with her hand to touch it. “It’s not that complicated. I just need to get you to cum.”

“But can you?” Nightmare Moon asked in a mocking tone. “I will not be pleased by some pathetic display. So you had better show me the best you have.”

Taking the cock in hand, Twilight started nervously stroking the length of Nightmare’s girth. The alicorn only stared down at the unicorn, a cocky sneer ran across her face. Despite her clear lack of experience, there was a pleasure in watching her sister’s student struggling to satisfy her needs. But it was growing more and more apparent that Nightmare was growing bored. Her cock, though throbbing, wasn't nearly as hard as she could’ve been. Tilting her head to the side, she stared down at Twilight.

“Come now, is this honestly how you think this is done?” Nightmare asked, laughing in a mocking tone. “If you can’t get me to cum…” Her eyes then drifted over to the other mares. “I’ll have to move on to your friends.”

Twilight paused for a moment. She was hesitating, it was obvious. She was nervous about this, but she didn’t want these girls to have to suffer if she could save them all on her own. Swallowing hard, she licked her lips. Her mouth quivered a little as she knew what she had to do. Opening her mouth, she leaned a little more over Nightmare’s cock, taking the hard cockhead past her lips and into her muzzle.

“This is taking too long.” Nightmare groaned in impatient annoyance and placed her hand on Twilight’s head. “Hurry up already.” The unicorn, resolving herself, continued until she managed to take in nearly half the length of the alicorn’s cock. “There we go. Much better. Now get to it, or I will make it worse.” Moving her hand, she let Twilight continue.

Holding herself in place for a moment, Twilight lifted herself back up, only to come back down over Nightmare’s cock. The unicorn began to develop a steady and deep pace. She could taste the intensity and potency of this cock. Though she couldn’t see it, she could almost feel Nightmare’s judging stare looking down over her as she was struggling to properly suck this monster The more she heard the teasing chuckles of this alicorn, the more Twilight was trying to pick up her speed.

“There we go, much better.” Nightmare commented, watching with some glee as Twilight was getting into a better pace and pattern of sucking her off. “This is the proper way to worship at my loins.” Her eyes went back towards the other mares. “Don’t stand there too long. Your friend will not be able to sate me for long.”

Moving her mouth faster and faster, Twilight was now fully deepthroating Nightmare’s full size. She was gagging, almost choking on it as if she could feel the cockhead poking at her stomach. Her throat was almost visibly throbbing from the cock that was filling her mouth. Whether she noticed it or not, the unicorn was picking up her speed as she was sucking faster and faster. Nightmare continued to enjoy the sight and sensation of this mare handling her cock.

“There we go, much better.” Nightmare commented, chuckling as she pointed to the mares. “She’s not going to last long. So you better get prepared.”

“We can’t just let her do this alone.” Applejack commented, getting ready to take a step forward. “We gotta help her.”

“Oh yeah, we gotta take this bitch down.” Rainbow added, pounding her fists in determination. “I say we take her at once.”

“That’ll make her cum buckets!” Pinkie commented, giggling as she was thinking of all the way she could get Nightmare off. “I say on three…” Swallowing hard, Fluttershy hesitated, still trembling. The three mares were getting ready to switch places with Twilight, when Rarity raised a hand in front of them. “Rarity? What are you-”

“Girls, if we go at her at once, she’ll defeat us at once.” Rarity commented, giving the four of them an intense stare. “We need to be more tactful. Besides, she already said what order she wants.” Looking over to Nightmare, she resolved herself. “I’ll go next.” Before the others could say anything else in protest, she took a step forward.

Walking over towards Nightmare, Rarity's horn ignited. Her clothes were wrapped in a magical aura, causing the fabric to vanish. Her bare and alluring body caught the alicorn’s attention. This caused her cock to swell further in Twilight’s mouth. Seeing her fellow unicorn was struggling, Rarity kneeled beside her friend. Groping at her chest, she lifted her soft mounds up to gently lick along the center to help get her tits a little more slick and wet.

“Twilight, darling. You don’t have to do this alone.” Rarity commented, helping to lift up Twilight’s head until she was fully off Nightmare’s cock. Gripping at the long, hard, saliva soaked shaft, they started stroking her off. “Let me help you.”

Not letting Twilight have a moment to protest, Rarity took her tits and pressed them against Nightmare’s cock, enveloping them in her large, soft endowment. Lifting and dropping, the unicorn started to give the alicorn a soft and firm titfuck. Twilight could only watch as her new friend was working over Nightmare’s dick with a skill, confidence, and determination that couldn’t be helped by an inexperienced mare.

“Oh, fuck…that feels pretty good.” Nightmare commented, shivering a little as the tingles of Rarity’s breasts were sending through her body. “Feels like you’ve done this before.”

“A lady never kisses and tells.” Rarity commented, giving Nightmare’s cockhead a tender kiss. “Just lay back and enjoy this.” She didn’t give the alicorn a moment to give a response as she began to suckle along the hard cockhead.

Taking her time, Rarity was working over Nightmare’s cock in a way Twilight couldn’t. There was no hesitation, or pausing. Only focus, and a skilled use of tongue and tits nopony would’ve ever expected a classy mare like Rarity to possess. Licking along the tip, she tasted at the alicorn’s precum. It was strong, sending a raw, almost primal shiver down the mare’s spine. She shuddered as she was savoring the taste before placing her lips back on the cockhead.

As she suckled along Nightmare’s dick, Rarity’s own soft breasts pressed and squeezed along the shaft. The alicorn only seemed to hum with a growing pleasure. This unicorn was far more skilled than Twilight, but despite this, the unicorn pupil watched on, waiting to assist Rarity at any moment. The seamstress mare appeared to be fully in control of the situation. Almost giggling, or moaning a little as she began to take in more and more of this savage cock.

“Such a good and devoted mare.” Nightmare commented, reaching out to rub along Rarity’s mane. The unicorn only growled a little as she swatted the alicorn’s hand away. “Oh? And feisty too? Such an interesting combination.”

“Do not touch the mane, my dear.” Rarity commented, lifting her lips enough to speak while still rolling her tongue along the cockhead. “I am a classy lady, not some cheap harlot.”

“Could’ve fooled me, with how skilled you are at working my cock.” Nightmare chuckled, speaking to the mare in a teasing tone. “But by all means, please…continue.”

Picking up where she left off, Rarity’s mouth took in a little more of Nightmare’s dick, but never ventured too far onto it. She was focusing more and more of her chest taking in the length of this alicorn. Squeezing as she could, the mare was lifting and dropping her breasts, giving Nightmare’s cock a tight and yet soft embrace. Feeling the dick twitching, she could tell an orgasm was coming.

Picking up her pace, Rarity pressed her boobs faster and faster, rubbing along the slick shaft in her bosom. Nightmare only continued to smirk confidently, but was getting closer and closer to her release. Unlike Twilight, Rarity was willing to push things as far as she could. Pressing harder and harder, she was bobbing her head over the cock, taking a little further down until she was just about nearing the halfway point.

“Oh…oh fuck!” Nightmare gasped as she couldn’t hold herself back. Seeing Rarity was too focused on keeping her head down, the alicorn reached over and grabbed at the side of the mare’s head. “Fucking take it you harlot!” The alicorn’s voice was almost burning with an intense aggression and frustration.

She could feel her cock getting hot, swelling with her erupting lust. Nightmare’s balls swelled and tightened, the vast amounts of hot cum that were sloshing and boiling in her were rushing through her shaft. The alicorn’s breath became hot as she felt as she was releasing herself in Rarity’s mouth. Her tongue hung to the side of her mouth in a vulgar manner as she moaned out in the raw pleasure.

Rarity’s eyes widened as the vast amount of cum was being pumped into her. Swallowing gulp after gulp, the mare was taking in as much as she could. Nightmare was certainly more virile and thicker than any other stallion she’d bedded, but she continued to take in as much as possible. Eventually though, this alicorn’s amount was too much to handle. Thankfully, Nightmare released her to which Rarity pulled her face off the alicorn’s cock, to which a spurt of cum splattered across her face.

“I must say, I am much more impressed.” Nightmare commented, nodding her head as she looked to Rarity, still swallowing what amounts of cum was still in her mouth. Twilight was quick to catch her friend as the mare stumbled back, shivering as the cum seemed to cause her pussy to get soaking wet. “Now then…let’s see…” Looking at the others, she gestured towards Applejack. “I believe you’ll last a little longer.”

“Oh don’t you worry.” Applejack commented, striding herself over to the alicorn. Throwing aside the last bits of her clothes, she approached Nightmare. “Let’s see if you can handle this farm mare.” Her confidence seemed to radiate off her body, emphasizing her commitment and dedication to her friends. A noble quality that the evil alicorn could admire, but she had other things to admire on this mare.

Nightmare took a moment to look the earth mare over. Applejack certainly had a decent pair of tits, a slender yet muscular frame, and a remarkably round ass that seemed to have been honed from years bucking apples. Nodding in a curious satisfaction, Nightmare gestured for Applejack to come closer, a smirk still on her lips. Twilight was so far a slight disappointment, but Rarity’s recent skills were giving this alicorn some expectations.

“You certainly have some strong assets.” Nightmare commented, raising an eyebrow as she was growing more and more eager. “I wonder how you will try to make me cu-” She received her answer before finishing as Applejack grabbed at her cock in a somewhat tight grip. “What are you doing?”

“Showing off the basics.” Applejack commented, starting to jerk off Nightmare’s cock. “Us Apples like to keep things basic, and there ain’t nothing wrong with that.” Her technique was old fashioned, but seemed to be quite effective. Nightmare was panting a little as the pleasure continued to grow. Not that it mattered, the alicorn was more than confident she would overwhelm this mare next without any issue.

“That remains to be seen.” Nightmare commented, glaring a little at the mare. “But you have moxy, so I’ll show you some courtesy. So by all means…wow me.”

Smirking, a fire seemed to light in Applejack’s eyes as she started picking up her pace. Nightmare was still skeptical of this mare’s skills, but the confidence she held was impressive. This earth mare’s grip was equally remarkable, holding the alicorn’s cock in a fashion that showed either familiarity. And yet, despite the firmness of her hold, Applejack was somewhat gentle in her strokes.

“I must say, I am becoming more and more impressed.” Nightmare commented, looking as Applejack was keeping pace with her heavy panting and her stroking. But her smirk was turning to a sneer. “Impressed you pitiful ponies believe such petty actions are enough to please me.”

“But we got you to cum.” Twilight protested, getting Rarity back to the others. “Clearly, we can do it.” Looking at Rarity, she could tell the unicorn would be out of commission for a while. “Are you going to break your promise?”

“I never break my promises.” Nightmare protested, huffing in frustration as she glared at Twilight. “You merely have not held up your end to mine.”

“What do you mean?” Twilight asked, starting to get more and more worried. After what Nightmare had her do, she didn’t think she could face her if magic was to be used. “You said if you came, you’d stop.”

“I said if I was pleased. This was only one small spurt, but that isn’t going to be enough for me.” Nightmare commented, almost laughing at the mare. “But it will take more than that to stop me-ah?!”

Nightmare’s eyes looked back to Applejack. The farm mare was now using both hands. The first stroked up and down the alicorn’s cock length, while the other hand was fondling along the heavy balls. Staring up at her with a stubborn determination, Applejack was working up and down the girth size, stopping every so often to tease at the cum dripping cockhead while lifting and lowering the balls.

“You see Nightmare Moon, we’re not finished yet!” Twilight commented, seeing a sign of hope amongst her friends. “We can still defeat you!”

Turning the Tables

Nightmare had underestimated this mare. Her grip was strong, and the way she was stroking, it was as if Applejack’s stamina was bottomless. How did she come across such talents? Nightmare tried to ponder this, but as she did, all this did was send more shivers of pleasure throughout her leaking cock. Applejack was looking at her, smirking, and with confident eyes as she was jerking off this massive alicorn cock faster and faster.

“Keep it up, Applejack!” Rainbow commented, getting her shorts off to show off her petite but tight looking ass. “Get her all lubed up!”

“Working on it, sugarcube!” Applejack called back, picking up the pace as her hands were teasing and playing with Nightmare’s cock and balls. The alicorn couldn’t help but groan a little. “Almost there, get ready!”

“Sneaky little mares.” Nightmare commented, only now realizing what was happening. “Clever, very clever-ahh!”

Applejack’s hands were just enough to jerk another small amount of cum to gush out of her cock, a smaller orgasm, but enough to get both the mare’s hands, and the alicorn dick to become much more slick. Panting a little, Nightmare saw as the blue pegasus was getting into position. Flapping her wings, Rainbow took to the air, flying right to the alicorn. Stopping just above the throbbing cock, the pegasus started with a confident smirk at her.

“Think you can handle the tightest ass in Equestria?” Rainbow asked, turning around to not only wiggle her flank a little as a taunt, but even smacked it. “Well time’s up! Applejack, line it up.”

“Got it!” Applejack replied, gripping at the full shaft with both hands. Angling it directly upwards, the slick and soaked cock was able to easily shove itself in Rainbow’s ass. “And it’s in!” Pulling her hands back, she watched as her friend took in inch by inch of Nightmare’s cock.

“Fuck! That’s tight!” Nightmare gasped, feeling as if her massive cock was being crushed by this athletic mare’s incredibly petite tailhole. “Impressive, you were just trying to build into helping the others.” Her eyes glanced over to Twilight and Rarity. “You have Celestia’s students put me in a sense of superiority, only to have the other unicorn get a quick release out of me…” She then looked between Applejack and Rainbow. “Only to then get a few more globs out to get me soaked enough to fit in this pegasus’ ass.”

“And we’re not done yet!” Rainbow grunted, trying to hold back the pleasure growing inside her. Flapping her wings, she dropped herself lower and lower. “Cause I’m gonna make you bust so many loads, you’ll be limp for weeks.”

“That’s quite the claim, little pony.” Nightmare commented, her eyes gleaming with an almost animalistic lust. Reaching out, she grabbed at Rainbow’s hips. “So I guess I don’t need to hold back anymore.” After what these mares have proven so far, there was no way this alicorn was going to be merciful any longer.

Pulling the mare downwards as she thrusted upwards, Nightmare nearly bottomed out in Rainbow’s ass. The mare only howls in the sudden sharp pleasure. It was intense, making her only want to be filled with more of this alicorn’s thick dick. Nightmare only smirked in a satisfied grin, feeling the tightness of the pegasi’s ass squeezing her shaft. Applejack could only move back, as her hands weren’t able to get around the alicorn’s dick between the hard and deep thrusts.

Seeing no other choice, the farm mare could only grope and fondle Nightmare’s huge, cum filled balls. The alicorn didn’t seem to notice as the earth pony was not being as rough with the huge orbs as she was with the cock. Rainbow was already panting as she could feel the thick size not only reaching deeper and deeper in her tight ass. This wasn’t the first time she had taken something big enough to push so deep in her, but it was the first time someone was so rough off the bat.

“My, my, you’re right.” Nightmare chuckled, savoring the feeling of her dick being tightly embraced by Rainbow’s ass. “Tightest ass in Equestria is quite the earned title. I can’t remember the last time I’ve sampled such a tailhole.” She was panting as she was making this pegasus’ ass bounce on her cock.

“I…I told you…” Rainbow panted, gritting her teeth as she was already feeling herself getting closer and closer to an orgasm. “Bet you wanna bust all that thick nut in my ass.” Her tone was mocking Nightmare, egging her on to try and fill her up. “You know how many studs love to fuck my ass? You got the biggest dick I’ve ever had, but you better have the spunk to match.”

“Oh don’t you worry, I shall.” Nightmare said, only for her eyes to look towards where Applejack was. “Farm mare, you’ll need to do better than that to churn my cum. I barely noticed you were doing anything.”

“Then maybe I can try this.” Applejack responded. Whistling towards Pinkie, she waved the pink mare over to her. “Come on Pinkie, let’s show this mare how it’s done.”

“Okie dokie lokie!” Pinkie cheered as she giggled. Skipping over to the massive pair of balls, she joined Applejack in the playful act. “I’ll take one, and you’ll take one?”

“That’s the plan.” Applejack nodded, shifting to the side to give Pinkie some room. “Rainbow, pick up the pace.”

“Alright…” Rainbow panted and moaned. Flapping her wings, she tried to increase the speed of the thrusts going in and out of her ass. Applejack and Pinkie pressed their own tits against the heavy balls, suckling and licking them to add more pleasurable stimulation to the alicorn. “Come one girls…I can’t keep this up…forever…”

“No, you cannot.” Nightmare commented, a gleaming in her sinister eyes was the only warning the mares got as she tightened her hold on Rainbow’s hips. “I believe I should see how much this pegasus whore can handle.”

Thrusting upwards, Nightmare bounced her hips hard and rough in and out of Rainbow’s ass. The mare’s petite chest bounced as her entire body was moving so quickly as well as the air was filling with the sound of the alicorn’s large, cum filled balls slapping against her body. Applejack and Pinkie couldn’t keep up, causing them to back away as they could only watch. Rainbow’s eyes were rolling back, her tongue dangling from her mouth as she was experiencing numerous small and strong orgasms.

“Here comes you tight toy…” Nightmare grunted, gritting her teeth as she was getting to the point of release. “Here is your reward…tightest ass in Equestria!” Lifting her nearly off her length, she bottomed out her entire girth in Rainbow’s ass.

Nightmare’s orgasm filled out Rainbow’s anal cavity, stuffing her insides with her thick, hot, and potent load. The mare’s eyes went wide as she could feel as her insides were filling with the cum. It wasn’t long until she was full of this alicorn’s seed. Rainbow shivered as she came from the pressure, before going partially limp. Eventually, Nightmare released her plaything, letting the blue pegasus to fall forward, slipping off the cum soaked cock.

Groaning and twitching from her still ongoing orgasms, Rainbow’s ass spewed out excess cum, making a mess on the bed between them. Applejack and Pinkie could only watch on as the last few ropes of Nightmare’s orgasm shot out, splattering on the back of Rainbow’s head, along her back, and ending at her fucked sore ass. Looking at each other, they nodded. Applejack grabbed at her friend, helping her off the bed, while Pinkie remained standing.

“So…you are next?” Nightmare asked, her cock twitching towards Pinkie. “One moment, I believe I should freshen up a little.” With a wave of her hand, her cum soaked cock was brought back to the same glimmer and clean shine it had when this began. As well as this, it was now fully erect and throbbing. “Now then, what are you planning on doing?”

“Well, I noticed something…you know, when you were fucking my friend’s ass.” Pinkie giggled, looking at Nightmare with seductive eyes. “And it got me wondering.” Crawling on the bed, she poked her head closer and closer until it was at Nightmare’s balls. “I was right. You have both!”

“Oh? And what are you planning on do-oh?!” Nightmare tried to speak, but felt an immediate pleasure coursing through her. Pinkie’s tongue was already burying itself in her pussy, while her hands were stroking off the alicorn’s cock. “N-not bad…not bad at all.” She hesitated for a moment, but managed to compose herself.

Pinkie was jerking Nightmare off faster and faster, while her tongue was slipping and playing along the insides of this alicorn’s pussy. There was a sweet, but strong flavor of her wet hole, and it was making the lustful mare all the more eager to try and make this powerful mare moan in pleasure. As well as this, Pinkie’s hands were stroking off Nightmare’s dick with the skills of the most expert of sluts.

“R-remarkable.” Nightmare commented, clearing her throat again to compose herself. “Far more skilled than the white unicorn. You must’ve had your fair share of fun, haven’t you?” Pinkie’s tongue continued to slither and tease along the alicorn’s pussy. “There’s no way you could be this naturally skilled!”

“Oh, yes, yes I have!” Pinkie cheered, almost as if she was bragging to the alicorn. “I’ve fucked a lot of ponies. Oh! Oh! And there was this one time that-”

“You can just get back in there.” Nightmare commented, using her hoof to push Pinkie’s face back in her pussy. “There, just like that. Keep this up, and I’ll reward you as I have done to the pegasus.”

Pinkie picked up the pace, stroking the alicorn’s cock with a greater fervor, as well as delving her tongue deeper within this pussy. She was set to get Nightmare to cum again, and soon. Though she couldn’t see her, she knew Fluttershy was going to be next and wanted to get this mare as close to release as possible. As well as this, Pinkie had never been with a mare like this that had both cock and pussy before.

Continuing to eat out with alicorn pussy, as well as jerking off this dick as if she was going to drain her balls of every drop of cum. But after another few short minutes, it was becoming apparent that Pinkie, despite making this mare feel good, wasn't getting any closer to cumming. Though she couldn’t see it, the others could see a smug smirk across Nightmare’s face. She was clearly taken by surprise by how skilled these mares were and was going to put up more of a fight.

“Come on, get cumming!” Pinkie teased and giggled, working more and more to get Nightmare off. Lifting her face from the sweet tasting pussy, she started licking and suckling the balls. “Doesn’t this feel good?”

“Oh, it does. But I was going easy on you all.” Nightmare commented, almost chuckling in her amusement. “You’ll have to do a lot more than just this to get me o-oah?!” Suddenly, her body tensed up as she felt her wings being gently touched. Looking over, she noticed Fluttershy had somehow managed to slip over to the bed and was now rubbing her wings. “W-what are you-oh…oh…”

“Well, you seemed to tense up.” Fluttershy explained, still gently massaging along Nightmare’s wings and letting her fingers rub along the alicorn’s feathers. “And I figured this would also be a good way to ease up and relax.”

“I-it will do…” Nightmare said, struggling to maintain her composure. Her words and face were not matching as she was feeling a growing sensation of relaxation and pleasure. “I never would’ve guessed you could give a massage.”

“Well, I know after flying all day, my friend likes a wing massage.” Fluttershy explained, speaking calmly and softly. “So just relax, you don’t need to be just all evil and sexual. Just let me get into these stiff muscles.”

Fluttershy continued to massage along Nightmare’s wings, while Pinkie continued to tease and lick along the alicorn’s balls. Slowly but surely, the pink mare’s mouth was working between the balls, pussy, and base of the cock shaft. Fluttershy’s fingers were so skilled, gentle and yet could reach and apply the right amount of pressure on the alicorn’s most tender regions. The combination of passion and compassion was building within Nightmare in a way she never considered.

“Fuck…you two…this is…” Nightmare panted, moaning a little as she was getting closer and closer to orgasm. Shivering, she felt as if she was ready at any moment. “P-pink slutmare…get that mouth over my cock…I’m gonna cum…”

“Okie dokie lokie!” Pinkie cheered with a giggle. Getting herself into position, she suckled along the blunt and hard cockhead. “Let her have it, Fluttershy!”

Fluttershy nervously nodded, making her fingers work deeper and more directly over Nightmare’s wings. Pinkie started bobbing her head over the thick, alicorn cock, working her tongue along the shaft to get this dick nice and wet as she was easily deepthroating this mare. Between the pegasus’ hands and this earth mare’s mouth, Nightmare wasn’t able to hold herself back anymore.

Groaning out in pleasure, Nightmare released herself, cumming her next orgasm in Pinkie’s mouth. Her wings spread out and stiffened as she was twitching on climax. The mare swallowed as much as she could, while Fluttershy was moving along to massage the alicorn’s shoulders as she continued to let out spurt after spurt of cum. It was barely another minute before Nightmare settled down again.

“Well…” Nightmare panted, shivering as she felt the sensation of the afterglow. Looking down, she saw Pinkie as still drinking down the large amounts of cum she was pumping into her belly. Turning her gaze upwards, she saw Twilight, staring at her in disbelief and worry. The alicorn only smirked in confidence. “Now then…who…is…next?”