A Tryst at Midnight

by Cosmonaut

Rating: mature
Tags: Original Character, My Little Pony: Friendship is Magic, Bat Pony, Romance, Sex
Length: 7745

Midnight Blossom, the vivacious female member of Luna's royal guard, and Cloud Skipper, one of the sub-captains under Shining Armor, share a frenzied romp together high above in a secluded watchtower.

Midnight Blossom, the vivacious female member of Luna's fierce royal guard, and Cloud Skipper, one of the sub-captains under Shining Armor, share a frenzied romp together high above Canterlot's Castle in a secluded watchtower.

Edited by darf

Audio Reading!

Russian translation!

Published 2013-01-14 19:20:01 UTC
Last updated 2013-01-14 19:20:01 UTC

Equestria Prevails

There was no breeze blowing through the air tonight; no wind, nothing. The crescent moon above cast the slightest of light on the grassy knoll and the accompanying silence would have brought uneasiness to any wandering quadreped that happened to have been passing through. Most caravans were warned to steer clear of the dark, densely packed row of oak jutting out past the Foal Mountains. Thanks to the Equestrian Rail the woods were mostly bypassed. Adventurous travelers occasionally wandered close by. Sometimes, on occasion, smugglers would march through the territory hauling their illegal cargo. It was rare that one would enter the foreboding patch of forest –nearing it was just as uncommon an occurance. For the most part the area surrounding those woods were devoid of life.

But tonight, that wasn’t the case.

A herd of elk were huddled in a tight circle. Each one stood shoulder to shoulder, their large, heavy antlers threatening to interlock so close with their proximity. One of their young had bleated a warning and without further question they had taken a defensive stance. The females, wounded, and newborns shuddered in the middle of the pack. Given the nature of their location, the bulls standing watch were prepared to protect their kin all night if necessary.

Fifty meters away, a golden pair of eyes narrowed into thin slits.

Midnight Blossom didn’t have all night.

The slender mare had perfect vision in the otherwise inky blackness that plagued the herd sitting ahead of her. Elk were diurnal creatures; they could strain all they wanted with their eyes and they would still only be able to see ten feet ahead. The moon was waning, the air was still; it was a perfect night for an ambush.

A wayward twig crushed below her hoof threatened to ruin it. The other members of her pack cast her a sour look. It was her job to instigate the attack now.

As if she weren’t going to volunteer for it anyway.

Midnight Blossom curled her lip, slinking low to the ground like a cat stalking it’s prey, inching through the tall grasses towards the elk. Both of her wings remained tucked against her slender frame. Tensed. Waiting to spring open into action. Thirty feet. Twenty. Ten feet away now. Their quivering fear was practically tangible in the air. The whole herd was sweating, shaking in fear.

Blood rushed through her ears. There was an opening in the otherwise impenetrable circle standing before her –an elder hanging his head, exhaustion in his eyes.

Perfect.

She leapt at him full force. There was a sickening crack as Midnight collided with the aged bull. The other elk reacted and cried out instantly. The protective circle broke to find the assailant. Immediately, the rest of her pack descended and the elk began thrashing their heads around wildly in an effort to smack the attackers away with their antlers.The target was in Midnight’s grasp.

An injured foal. Weak. Frightened. Up this close she could feel the babe’s heart pounding, see the panic in its eyes and practically sense the rush of adrenaline coursing through it’s veins. Midnight wrapped her hoof around its neck. She flared her wings in preparation to lift off

One of the rampaging elk blindsided her with its rack of antlers.

Falling. Pain shot through her like a bullet. Some of them had filed the points. Blood flowed from the gash and she yelped at the force of the hit. Her grip loosened and her face met the cool ground. The Earth spun, and suddenly she was falling through it, looking up at the chaos ensuing above. Everything blurred around her. Distorted voices chattered in her ear, the words impossible. Heat flooded her face. Flames licked at her coat. It was so hot. The voices increased in volume as she fell. The inky blackness racing to meet her at the bottom of her fall turned to white.

–

“Ah! What! What the–?”

Midnight Blossom woke with a start. The initial reaction to sit up straight was impeded by the mountain of bedsheets weighing her down. A swipe of her hoof brought the blankets to the floor. Using the same hoof to wipe the sweat pooling on her brow, she glanced around the barracks.

There was no sign of any other pony in the vicinity. A sliver of fading sunlight leaked through the blinds above the window by her cot. It stung her eyes just a little, but it would be gone soon. Registering the time of day and absence of her fellows took her only one second.

Midnight had overslept. The petty punishment dealt to her was more insulting due to the fact that none of the other members of the guard had even thought of rousing her. Being the only female in the otherwise male dominated Lunar Guard should have had at least one or two of the dopey stallions doting on her in an effort to get some action.

Maybe she should lay off on mocking them so much.

Midnight failed to stifle a yawn. There was probably still time. Running her tongue over the pointed fangs jutting from her teeth spurred a demanding growl from her stomach. Heat from the blankets had roused her and now hunger was bound to keep her awake. With a heavy sigh, she jumped down from her cot.

Both of her leathery wings seemed to creak as she flared them out. Keeping them loose was important back home, but with her new position she barely got to make use of them. The lean muscles in her shoulders and back flexed with each stretch. It was an invigorating feeling, and she flapped them, sending a slight breeze over her flanks. The moon flower cutie marks adorning hr flanks tingled slightly. Midnight ran a hoof through her grey hair, ruffled thanks to bed head. Proper grooming procedures dictated her mane to be groomed before work... but since her job had her cover it for eight hours so it was something she purposely neglected.

It wasn’t like anyone gave her flak over it.

Not lately at least.

With a flick of her wing, the chest sitting at the foot of her cot swung open with a loud squeal of its hinges. The armored uniform sitting inside wasn’t a good fit –they were not uniforms designed for mares. In fact, it was sheer luck that the castle blacksmith had made the first few of them too small. Midnight clasped the bulk of the armor to her back; it fit snugly. Clasping the breastplate to the suit required a bit more finesse. She brought her rump to the floor and, with a minor struggle, had the metalwear snapped to her body. Though the action was completed with a minor amount of effort, her stomach roared anyway.

Feeding was top priority.

Midnight slipped the polished shoes onto her hooves and trotted down to the galley with her helmet tucked under a wing.

Time for some grub.

–

The dwindling daylight that prompted the Lunar guard to awaken also signaled the end of the shift for the majority of Canterlots Guard standing at their stations for the day. Most of the guards stationed were already in a state of undress, cantering towards the barracks to wash up before either settling in for the night or washing up to go enjoy some time in the city. Members of the Lunar Guard were already taking the places for the retiring Day Guard. They snorted quiet words of acknowledgment as they passed, not really making small talk or even holding more than a passing glance. Relationships between the two groups were tenuous at best, especially amongst the archive guards who still maintained Canterlots historical documents despite the expansion of night stallions.

Despite the deluge of white and light–grey ponies clocking out for the night, there was one who was in fact, clocking in. His golden armor, polished vigorously beforehand, glimmered in the faint sunlight. It reflected the pale yellow locks of his long hair which fell down his neck past his chin, a much longer style than the majority of the guards stationed. Narrowing his ice–blue eyes, the stallion inspected his wing and corrected a slightly crooked primary feather that had been jutting out oddly.

Now everything was fine. The stallion trotted down the hallway at a steady pace. Rounding the corner to the barracks he spotted a small group of day guards at the end of his shift, but none he recognized. Time was an issue and being prompt was important to him, so he continued on his way.

“Hey!” One of the unicorns clocking out tapped on his armor. “High Noon wants you in his office, Skippy.”

A heated blush burned on the white stallions cheeks.

“That’s Cloud Skipper. Not Skippy.”

“Oh, right,” replied the guard with no indication of acknowledgement in his voice. “He’s sitting in his office right now. Don’t know what he wants but he asked for you.”

“Thanks,” grumbled Cloud. The guard continued marching past, snickering to the unicorn sidling up next to him.

The nickname he’d been struck with was getting increasingly popular amongst the other guards. It irked him. He’d gone years without hearing that nickname until a few months ago.

True; it was just a nickname, and it shouldn’t phase him.

Then again there had been a lot of things getting under his coat lately. Now he had to go visit the stallion left in charge of the Royal Guard. With Shining Armor on honeymoon with his wife, he had hoped the stalwart unicorn would have been keen on letting him manage the barracks. Unfortunately, the once retired captain has shown up to offer his services soon as Shining had announced his departure. High Noon was accepted as a temporary replacement on the spot. The pony was, however, in Cloud’s eyes, out of shape and unfit to lead. Disregarding his old fashioned attitude and bitterness was also a constant strain for Cloud, as he wanted nothing more to tell that old codger straight about how things had changed in the past few decades –moreso since Luna’s return.

A soft, yellow light cast by the dingy lampfire affixed to the wall near High Noon’s temporary office cast an eerie glow on the door. The other lamp had gone out and would need more fuel. This particular corridor wasn’t lit by the traditional magical fire, and didn’t have any windows. In fact, this would be Cloud’s first actual visit to the office despite interacting with his temporary boss, something he was already dreading. The cramped hallway felt smaller and smaller the closer he got to the door, and the stale air was awful for his nose. The Pegasus sighed to himself before giving the cracked wooden paneling a firm knock.

“Skipper, is that you?” queried the gravelly voice behind the door. “Enter!” It commanded.

The door opened with a loud creak, as if the ancient hinges were audibly protesting their use. Cloud stepped inside, the door slowly closing in its tortured squeal.

“Damned door. Needs some oil to it, but then I’d have none for my lights!” exclaimed the stallion perched on his desk. The office surrounding him was in a sorry state of dissaray, with junk and cabinets haphazardly placed on top of each other along with various trinkets and vases stacked in corners of the small room. Despite the largest torch in the room being lit, it smoldered at a low burn, casting much of the room in shadow. Two lamps sat on each end of the desk where High Noon was seated, glowing slightly brighter and illuminating his gaunt face from below. The aged Pegasus looked like a wax statue that had been quickly tossed into the room for storage.

“Take a seat, Skipper,” he ordered, his voice grating the younger Pegasus’ ears.

A single wooden stool fit for a schoolcolt sat lamely in front of the desk. Cloud withheld any visible dissapointment and settled on top of it. The stool creaked loudly.

“Drink?” offered High Noon, uncorking a green caske of wine with his teeth.

“No, thank you,” buffered Cloud. “I’m just starting my shift.”

“Come now! A little wine wouldn’t hurt! Guard duty is spent standing firm on watch for long hours. No sense in making the job any less droll.” The deep red liquid sloshed into the pair of goblets sitting on the desk.

Cloud shifted in his seat. “I... already had some earlier, Captain.”

“Come now!” High Noon snorted, corking his bottle up and grasping his own goblet, staring expectantly. “I am not pouring this back in.”

Not finding a feasible way to avoid the drink, Cloud took the cup and drank deeply, finding the wine flavorful, if a bit bitter. He resolved to drink the whole thing. It was a larger cup than he’d originally surmised, taking him more than a few swallows to down.Cloud exhaled and placed the now empty cup on the desk.

High Noon dabbed at his mouth with a napkin. “Good, isn’t it? No need to fib to me about it; a good drink does the body good.”

“It was a delight, sir,” said Cloud, licking his lips.

Truth be told, he did have some drink earlier before arriving at the castle barracks with his meal. Two cups with a hearty helping of grilled vegetables. It was a full meal and just enough wine to keep him sated during the night.

“Never met you formally before, have I? I’ve only seen you aroun’ and about this whole time,” High Noon waved his hoof in the air.

“It’s been a very hectic few weeks since the changeling invasion–”

“Blasted bugs!” The twin oil lamps shuddered from the force of High Noons hoof slamming into the table. “Had I been there I would have given those disgusting things a run for their bits.”

“Yes sir, swiftly I’m sure.”

“Invaded! Canterlot of all places! I can’t stand to think what this city could handle the next time something comes ‘round like that! Can you?”

“No sir I can’t.”

The bedraggled old Pegasus leaned back in his chair. “Y’know, when I was young...”

Cloud sighed, his shoulders sinking as his temporary superior began to drone on about his youthful days as captain of the Royal Guard. It had only been a few minutes since he’d swallowed his fill of wine, but the effects were flowing through him. Already, an inner warmth had began to glow under his coat, and Cloud felt the slight lightheadedness of the alcohol as well; not enough to impair his senses, but affect them. As High Noon cleared his throat and reached for the caske of wine again Cloud stood up to cut short his story to make for the exit.

“Captain, it’s been swell, but I’m afraid my duties tonight lie elsewhere in the barracks.”

“Oh?” said High Noon, pausing his speech. “Mhmhm, yes, it seems I’ve kept you. Ah well, you’d best be off to keep watch on those savages then.

Halfway through opening the heavy door, Cloud paused, his ear flicking. “Sorry captain,” he glanced backwards. “Savages?”

“Those fanged, dark brutes out in the barracks that Princess Luna dredged out of the Shades to serve her.” High Noon’s voice got low, as if the younger alicorn was just around the corner. “Our lesser highness takes them, trusses them up in armor and serves them bloodied meats to stave off their barbaric bloodlust. To think, after a millennium that they still hold a shred of loyalty towards her. How easy would it be for an enemy of Canterlot to gain access to secrets and information through an apathetic monster like them... extremely. That’s how.”

Fire burned in Cloud Skipper’s eyes. “Another assault on the city could prove disastrous, Captain.”

“Indeed! It’s why I changed your shift around to keep watch on them. I can tell where your loyalties lie. Certainly, I may be worn in my age, but still, I’m as sharp as a Hydras fang!” the Pegasus captain flared his wings out in stride of his comment.

“Then keeping a weather eye out proves necessary, thank you Captain.” said Cloud through gritted teeth.

“It’s an extraordinary thing. Why, even now, there’s talks of replacing the Archive Watch with those leathery winged savages.” The tone of his voice dropped even lower. “I myself, instilled the suggestion for a separate division to keep watch over Canterlots most powerful magic. To have it quashed to make way for these ponies.” High Noon practically spat the word. “Why not just sell our secrets to the highest bidder?”

“Good points all around, captain.”

“Ah, and I have more to spare, but lest I keep you here all night while I prattle on. You should be going,” High Noon yawned, pouring himself some more wine. “Be sure to lean on that... mare. Of all principles and tradition to break, despite these bloodsuckers, one of their females manages to sleaze her way into a guard’s position. To what point and purpose? I have no idea, but the royal guard is no place for a mare, much less one from the Hollow. Keep’er down, Cloud. She has to go.”

“Will do, sir.” Cloud made his exit, the door screeching from the force of his shove

“I’ll be keeping an open ear! I want that mare OUT!”

High Noon’s shout did not fall on deaf ears, and Cloud marched his way down to the barracks.

–

The guard cafeteria was like any other cafeteria; loud, slightly dirty, and tinged with the aroma of cooked food. It was mostly deserted at this time of day, with a majority of the nightly workforce having finished their meals already. The barren tables were slightly tinged red from the bloodied cuts of meat served ten minutes ago. Behind his counter, the chef washed down the cutlery he’d used ; his face contorted in a wince as the last rays of sunlight beamed into his eyes. Two of the nightguard sat at a table close by. A few pieces of meat and crumpled napkin sat on their plates as they chatted to each other in earnest.

They were interrupted by the clang of Midnight’s helmet hitting the wooden table.

“Hey there sunshine. Finally up?” commented one of the guards, dabbing at his face with a napkin.

“Looks like she fell out of bed,” snickered his partner

Midnight glared at the pair, rolling her eyes. “Yeah yeah, laugh it up. Lemme just get some grub. One more day till break...”

The chef was a grizzled, heavyset Earth pony with a square jaw and two dark brown eyes perched under his brow. They followed MIdnight as she walked through the maze of scattered chairs until she stood right before him.

“One steak, bloody as possible, only a little warm,” ordered Midnight, clopping her hoof on the wooden counter-top.

The chuckled response from the cook turned her bored look into something sour.

“What?”

“All out,” replied the cook.

“You’re kidding,” Midnight raised an eyebrow, and her jaw dropped at the cooks display of a huge (now woefully empty) silver platter that once contained an overflowing amount of raw meat.

“Should have gotten up earlier!” jeered the guard from his seat at the table, causing Midnight to swerve her head and return a glare.

“Hey, want some of mine?” offered his comrade, pushing the drained hunk of shriveled meat towards her.

Seeing only that feasible option, Midnight turned back towards the chef in despair.

“C’mon, this is a total gyp! I don’t want to go on shift for eight hours on an empty belly! You’ve gotta have something.” She narrowed her eyes. “You aren’t holding out on me are you? Let me back there!”

At the far end of the room the doors burst open, and all heads turned as Cloud Skipper trotted through, the snow white stallion instantly surveying the situation and approaching the counter swiftly. Midnight glanced at the cook, the two guards shrinking in their seats, and finally back up to the the stallion standing before her.

“Is there a problem?” asked Cloud, eyeing the cook.

The stern stare that would usually send the hardest members of the guard into a burning silence had no effect on the mare.

“This guy’s holding out on me!” She pointed an accusatory hoof at the chef, who was putting on his best bewildered face, and cleared her throat, “There’s enough food for all of us here. Even with seconds.”

Cloud glanced at the ancient clock perched on the far wall. “Were you here on time while food was being served?

“Well... no,” Midnight admitted, her ears drooping slightly. “I was pretty much on time! Heck there’s still food on the table.”

Midnight glared at the two guards sitting at their table, prompting Cloud to glance at the shriveled hunk of meat resting on the plate.

“You wouldn’t have to work on an empty stomach if you would have followed the schedule for reccomended royal guard behavior and etiquette. Being late is your problem; not mine. Not the cooks.”

The cook nodded triumphantly, catching a burning glare from Midnight.

“Well why’s it my fault that you guys ran out of chow? There should be enough for everyone from The Shades! You got plenty of rabbit food for the rest of those softies like you!” exclaimed Midnight with a slight snarl.

The entire room fell into a hushed silence. Even the idle chatter from the two guards at the table ceased at the insinuations just made. Cloud Skipper, ever the stoic captain, seemed unfazed, and simply cocked an eyebrow.

“So maybe you should stock some more rabbits for us carnivores,” she concluded, her fangs bared.

“While the concern over the stock in Canterlot Cafeterias is something new from you, we do serve more than enough food per guard,” stated Cloud Skipper mechanically. “Somepony else ate it because unlike a prison, we offer second helpings to guards who want second helpings. The problem here is a matter of your inability to follow direction. If you want a bite to eat, I suggest you get up earlier.”

“That isn’t fair!”

“Well, it’s a good thing that you are not the authority on what’s fair around here,” quipped Cloud with a hint of a grin.

Midnight scowled at him. “Well, I don’t think I wanna work the wall on an empty stomach.“

“So you don’t want to stand guard by the far wall tonight. Duly noted. In that case I’ll assign you to the high watchtower.” Cloud sounded almost bored.

“What?! That’s not my post!” Midnight’s wings flared out. “You can’t just do that!”

Cloud lowered his head so that he was eye level with the fuming batguard.

“I just did.”

Midnight’s wings drooped theatrically.

“To make sure there’s no further insubordination I shall escort you up there myself. As for you two,” he stared harshly at the two guards sitting in their seats, “If I return and you aren’t at your posts, there’s a dingy basement filled with diced onion that could use some guarding.”

The pair blustered a response as Cloud Skipper marched past them down the hallway. His heavy hoofclops echoed around the stone walls as he dragged Midnight Blossom along, who was protesting with every step.

“You prissy Canterlot ponies have it out for us batguards! Maybe we shoulda never left the Hollow when Luna came back. We never get any respect! All you do is treat us like savages! Savages!”

The loud clang of the heavy wooden doors jolted the three witnesses of the event out of their trance. One of them got up to leave.

“Hold on a second, we’ve got maybe four minutes before he trots on back here.”

“Yeah, I don’t want to chance it though...” muttered the other guard. “Skippy gave her something harsh. Last time he made her guard his quarters. Now the high watchtower? I’d hate that.”

His partner stretched in his seat. “Relax. Sometimes taking a chance is worth it. Also means we don’t have to be anywhere near that annoying bratty mare. Everything worked out.”

A grunt from their right interrupted their chatting. The chef stood next to them, expectantly tapping a hoof.

“Oh right,” he murmured, placing a small sack of bits on the table. Swiping them, the cook nodded and dropped a fat, extra rare steak in front of the two guards.

“Worth it,” said the guard, enthusiastically licking his chops.

From a crack in the door at the far end of the room, the fourth witness to the event grinned in approval, and he retreated back into the shadows to his dimly lit office.

–

High above Canterlot, the wind whistled around the few towering pillars of stone that served as either private rooms for honored guests or vital strategic viewing areas for the sharpest eyed members of the Royal Guard during wartime. It was cloudy out; bad weather for detecting distant intruders. Since the changelings had invaded, the capitol was still considered to be on high alert. A second attempt from the shapeshifting race was deemed low, but that didn’t stop the Princess from keeping her guard up.

The added security from Hollow Shades was one such change. Previously only a paltry dozen were present to serve Luna upon her return ;now there were more than a few dozen stationed at the barracks. All the guards strong, fierce, and equipped with heightened senses and reflexes once the sun fell. Celestia found them ideal to guard the castle at night so the guards stationed during the day could get some much needed rest.

A stray leaf blown off a tree cartwheeled onto Cloud Skipper’s nose. He scrunched up his snout and blew it off, watching it whirl away before slapping against his helmet. The pegasus captain glared at it, waiting for the wind to remove the offending foliage.

“The telescope should be be focused towards the Badlands and the Badlands only. The threat of a second changeling attack is still high. Any signs of one, or a lone Pegasus lingering in the airspace should prompt you to fly down to Princess Luna at once. Understood?”

Midnight Blossom remained leaning against the doorway to the tower. “You can drop the act now Skippy, we’re alone up here.”

“What?” bristled Cloud, turning his head to look at her. “Skippy? Midnight please.”

Midnight loosed the straps of her helmet and shook her dark blue hair from her face. The wind blew away some clouds covering the moon, and the moonlight illuminated her face, catching her striking golden slitted eyes and the tips of her white fangs peeking out from her lips. With surprising grace, she flicked the helmet up and caught it under her outstretched wing. Holding it tightly against her form, she sashayed over to the Captain.

“What? You don’t like Skippy?” she teased, knowing the answer.

“I loathebeing called that. Ever since you called me Skippy that’s all anypony refers to me by. Even my superiors do it! I’m a laughingstock because they know it burns me up...” a slight pink stained his cheeks.

Midnight closed he distance between them, and laughed, nuzzling the blushing stallion affectionately. “I think it’s funny a tough guy like you has a nickname like that. I’ve never had a nickname...but my name is pretty bad–ass already.”

“So ya don’t think they’ll catch on about us?”

“Not a chance if you keep punishing me like this,” grinned Midnight, pulling the straps of her chestplate. A few of the ornamental pieces fell off with a clang.

Cloud winced at the noise, removing his own armor more delicately. “Here I thought you enjoyed our private moments.”

“That’s not what I meant.”

“I know.” He grinned, stepping out of his hoofshoes.

“What about that old fart who’s in charge while Shiny’s on honeymoon?” asked Midnight.

“He’ll be gone eventually,” replied Cloud, removing his helmet and letting his golden locks of hair fall free. “Honestly, there’s plenty of animosity between the day guard and night, especially since the Archives are still guarded by the traditional Canterlot guard. There’s resistance to the whole changeover that’s going on.”

“Why’s that?”

“The Canterlot Archives hold very old and sensitive tomes and spellbooks–”

“That aren’t to be trusted under the Nightwatch. Sounds about right,” finished Midnight, slipping out of her own shoes.

Cloud rubbed his shoulder, unsure what to say to that, and kicked his metal garments to a corner. It was a noisy action, but one that wouldn’t attract attention. Midnight sighed and began removing the chestplate still strapped to her body.

“Chill out, Skippy, I don’t really care. We’re not up here to discuss Canterlot politics. I honestly just want a good rutting, and we both know you want it too.”

Midnight faced the wall, swishing her backside left and right to prompt the armored chestplate to slide off. Doing so provided Cloud with a tantalizing view of her backside as she shook her flanks to and fro, the moonlight catching the snow white color of her moonflower cutie mark. The armor slipped to the floor and he relished the sight of her nude. Those sleek, strong legs curving up to a tight, muscular rump. She perked her tail high in the air, leaving nothing covered.

The captain could not help himself from staring; this was a mare any stallion would dream of having. By stroke of fate, luck, and time spent well alone, she was his and his alone.

Midnight caught Cloud staring and spread her legs slightly, whisking her tail out of the way.

“You look lovely tonight I should mention,” blurted Cloud, almost automatically peeling his eyes away from the lewd gesture before remembering all the reasons why he shouldn’t.

“Lovely? That’s a new one. Don’t think I like it. Does that mean I don’t look as ‘lovely’ every other night?” queried Midnight, bending forwards and stretching her limbs.

“No, that’s uh, not what I meant at all.” Cloud stammered.

Midnight made a despondent noise and turned around, waltzing towards Cloud, sticking out her upper lip in an absolutely sorry looking pout.

“Skippy you hurt my feelings...”

“I... uh...” Cloud leaned back as Midnight got up close to him, her golden slitted eyes quivering as if she were on the verge of tears.

The corners of her mouth curled into a smile and she burst into laughter.

Cloud chuckled.

“You are a more convincing actor than I am.”

“ Deceit comes naturally for me. I’m honest with you for the most part; like when I tell you how much I like some of that.”

Midnight stressed her enjoyment by reaching down and giving ‘that’ a quick fondle with her hoof, stroking Clouds hardening length vigorously. The stallion sighed into her soft light blue locks, enjoying the sensation. Her touch was expertise, a gentle feather caressing him in a a strong rhythm.

“Mmm, why can’t you move our shifts around better. It’s been days since we last did this,” lamented Midnight, giving Cloud’s shaft a gentle squeeze and then releasing him. Her hoof traced a line from Cloud’s stomach to his chest where it rested there.

With an effortless push Cloud was shoved backwards, landing flat on his back. Both his wings flared out and lessened the impact of his fall and his erection slapped awkwardly against his stomach. Midnight smirked and stepped over him, placing one hoof on his chest– pinning him. The smirk broke into a smile as Cloud struggled to budge.

“It never fails to impress me how strong you are,” he grunted, making a legitimate effort to move.

“We’ve been bred this way, living in the Shades and not relaxing in the capital. Besides, you’ve been up all day. You’re tired. I’m not. And I’ve got you right where I want you.”

Cloud Skipper nodded eagerly. The usually well kept mane hanging from his neck was untidy and disheveled. Flat on his back, released of his armor and with a sleek, exotic mare looming above him, he exemplified none of the traits he usually strived to uphold as a shining example of the Royal Guard and it’s rules.

This did not bother him one single bit.

The point of her prowess clearly made, Midnight backed up and crouched forwards –the bobbing stallionhood before her was one of envy for other guards. It glistened in the moonlight. A drop of precum pooled at the tip. Low rumbling from her stomach recalled her lack of a meal for the night. This wouldn’t suffice as a full-course meal; as an appetizer, it was perfectly acceptable.

Midnight leaned forwards and kissed the flared tip of his cock, lapping the liquid up with a slight flick of her tongue. It was flavorless and sticky. The gentle sigh of pleasure it drew out of Cloud spurred her on, and she opened her maw wide, engulfing nearly three–quarters of his length in a single go.

“Aaah,” sighed Cloud, tilting his head back. The pleasure he got from Midnights mouth was nearly indescribable. It was an unreal sensation, and he couldn’t bear to witness the sight of the demure batguard swallowing his length lest he risk an early release. His hooves found purchase on the floor, propping him up just so, and giving him a better angle to deliver more of his length down Midnight’s throat.

Blowjobs weren’t usually Midnight’s forte –but considering the reaction it got, she fancied herself quite good at them. Humming along, she slowly dragged her mouth along the smooth length of Cloud’s cock, sucking and applying pressure with her lips, massaging the base of his dick with her right hoof, the other fondling Cloud’s sack very gently. Repeating this action a few more times brought an increase in pre and more groaning from her superior. Even with her fangs bared they just barely grazed the tender flesh. It was a wholly unique sensation. As Midnight went down to Cloud’s base, she pressed her tongue against the underside of his dick on the return upwards.

“Ah! Hah! Hooo...” Clouds eyes widened. As with all ponies borne of the Shades, Midnight’s tongues was rough, akin to the texture of a cat. It had adapted that way to better suit the unusual feeding methods bat ponies evolved with.

Concerning fellatio, the sensation was a delicate mixture of exquisite ecstasy and unnerving near danger. Shivers ran up his spine as the dark coated minx slowly dragged her tongue along his cock.

With Midnights lips halfway to the tip his hips bucked. Cloud clenched his teeth, and a hot gush of his seed poured into Midnight’s mouth. Quickly as it came she eagerly drank it up, swallowing gulp after gulp, savoring the pulsing sensations in her mouth coupled with the pride of how quickly she had drawn that first orgasm from her lover. There was a burning heat in her loins that needed attention as well. Feeding could wait ‘til later, despite her stomach’s protests.

Soon the torrent of cum slowed to a dribble and Midnight pulled her mouth off the head of Cloud’s shaft with a satisfied ‘ah’.

After a moment to let the white stallion pinned beneath catch his breath, Midnight prodded Cloud’s side, rubbing her hoof up and down his shaft to make sure it wouldn’t go completely flaccid.

“You’d better be still good to go. I’ve got all night up here you know.”

“I hope you aren’t doubting my stamina,” grunted Cloud, shaking himself back to reality. “That... I have in spades.”

Wind rushed beside his ears as the mare above him beat her leathery wings in short, strong flaps. In seconds she was perched atop him and straddling his stomach.

Midnight only had to slide down a little before feeling his shaft pressing against her wet pussy lips. A girlish little moan escaped her mouth. Cloud began stroking the base of her wing joints until reaching the small of her back. In response to the light petting Midnight folded her forelegs and nuzzled against the white stallion’s strong chest. Cloud was a head taller than her, and as a result, made him very comfortable to rest on.

The wind outside brought itself to a gale. A large cloud floated in front of the moon and the world below darkened slightly.

“Liisten, I’m sorry about earlier. The whole hard–ass act I put on. I didn’t mean to put you down like that. If I had known the chef ran out of food I’d have gotten some for you before...”

Midnight heard Cloud’s words clear enough, but gave no acknowledgment, instead choosing to purse her lips and give Cloud’s neck a gentle kiss. Bucking softly, Cloud began grinding his length up and down Midnight’s warm, dripping entrance. It was heavenly and the act drew a more audible grown from the aroused mare.

“Running back and forth between shifts,” he continued, letting his eyes flutter shut at her temporary tenderness, “and maintaining this act to prevent any suspicions its a bit of a strain. So just remember it’s all for us. For times like this.”

The kisses grew in fervor, Midnight practically making out with Cloud’s neck, licking in strong, firm, strokes, parting his fur in opposite directions until his bare skin underneath was visible. Everything was so warm. So perfect. Instinct was driving her tongue now, spurred by proximity to life–giving sustenance she licked and licked and licked.

While comfort was coming easy to the lithe mare soaking the fur on his neck and groin, Cloud realized that he was sitting on his tail once it inadvertently jerked beneath him. Shifting to bring it out of the way he jostled her upwards, the hard medial ring encircling his dick bumping Midnights clit.

“Aaaaaaaaah!,” She arched her back and hissed, a flash of blinding ecstasy rocketing up her spine and pinballing around the rest of her body. The wings on her back flared. The air cracked as she whipped her tail.

It was unexpected and intense, she bit her lower lip hard enough to draw blood.

The vampiric mare licked her lips and her stomach roared, golden eyes widening and narrowing immediately into slits as the cloud outside made way for the moonlight once again. From his vantage point with Midnight straddling him, panting as if she had flown a race. Her hair was mussed, leathery wings flared out and he saw what could only be described as a feral look in her eyes. The single act had fanned the heat of her arousal into raw lust.

At least he hoped it was lust.

“Uh...Midnight?”

Cloud flinched at Midnight’s sudden wingflaps. They were louder than his near silent feathered appendages. Midnight was now hovering a few inches above him.

“I am gonna fuck your brains out,” Midnight snarled, tucking in her wings and descending onto Cloud’s erect cock. There was a lewd squelching sound as she dropped, followed by the simultaneous gasps of both ponies. Despite her bravado, Midnight lost her focus and tilted her head back, being impaled so thoroughly by Cloud’s sizable shaft she was robbed of her senses. The room spiraled slightly. A line of drool ran down the corner of her mouth.

“Too much for you, huh Midnight?” teased the stallion beneath her.

It was’t much of an insult, but it was enough to snap Midnight out of her daze.

“Shut up, Skippy I, uuuuurrrgh, oh, fuck, fuck you feel goooood,” said Midnight, trailing off into nonsense as she swiveled on Cloud’s dick, taking in even more of his shaft as she did.

The few times they’d coupled in the past had been done in secret, low–traffic areas of the castle. What had started as mild flirting and suggestive gestures had escalated into a hot session of foreplay, culminating in the pair rutting on the floor of Cloud’s office. Afterwards, he had brusquely let the sly mare know that what they had done should be kept under wraps, though a week later when it happened again he hadn’t really made a genuine attempt to resist her advances.

.A week after that it was Cloud Skipper making advances.

“Ah, nf, hah,” gasped Midnight as she bottomed out, fully filled with throbbing stallion cock. It was almost too much, despite taking him like this before. Midnight growled, forcing her wings to work, and bounced up and down. Every time she dropped she swore she could feel the tip of Cloud’s shaft poking her womb.

The thought excited her before it was interrupted by another growl from her stomach. Midnight leaned forwards from her upright position and planted both hooves onto Cloud’s chest. Raw hunger dominated her thoughts. She was somewhere else for a brief moment. Pinned below her was prey. Adrenaline coursed through her veins. The room darkened once more, casting most of the mare’s features in shadow. Save for her intense golden eyes and the tips of her white fangs.

Like a jaguar pouncing its prey she opened her maw wide and clamped around Cloud’s neck. The skin broke instantly. A gush of warm blood flooded into her mouth.

“Ah!” cried Cloud, cringing at the sharpness. “What? What are you–?”

He was cut off by her moan of delight. From his angle he could only see the furred tip of Midnight’s right ear flicking back and forth and the peculiar sensation at his neck. Midnight inhaled in short, rapid bursts through her nose, swallowing another mouthful of the life–giving fluid and bulging her cheeks with more as she drank in earnest, greedily drinking down Cloud’s blood as fast as it spilled out of the punctures in his neck.

A line of crimson dribbled down Cloud’s neck onto the floor beside the pair. Cloud felt paralyzed by what was happening. Should he resist? Tell Midnight to stop? The answer didn’t come to him. This was all happening while still being buried balls deep inside her tight little snatch. A whimper escaped his lips. The vampiric mare continued feeding unabated.

“Midnight, ah, could you–?”

As if she were on a spring Midnight released her grip. Blood dripped from her fangs. Droplets fell in quiet patters onto his snow–white coat. Cloud shuddered, from both the sight of his precious bodily fluids staining her face and the rippling squeeze he felt around his cock from the motion.

“You are fucking delicious! Were you drinking earlier?” she asked, licking the blood from her fangs.

Cloud blinked at the seemingly random question. “...Yes? I was drinking near the end of my shift. I had some wine... how did you know?”

“I can taste the alcohol in your blood,” she purred, leaning closer to his face. “It tastes gooood.”

Before he could levy a protest Midnight was at his neck again. Another torrent of blood poured into her mouth. The thrill of the act spurred her to drink faster. Remembering that she was still having sex, she redoubled her efforts to get him off as well. Strength returned to her quickly and she began thrusting up and down on Cloud’s dick, nearly lifting off to the tip with each stroke.

For Cloud, the pleasure was so good that the suckling at his neck was nearly forgotten. Midnight lingered for a few seconds longer with each successive drop. She was lost, mind adrift in a sea of pleasure, and she was going through the motions automatically. Her eyes rolled up in the back of her head. Filling her belly felt just as good (if not better) than filling her pussy.

A familiar pressure that had been building in Midnight’s loins mounted. It rushed through her body so fast there was no time to announce any forewarning, had she planned to.

Cloud felt the rapid constrictions around his cock and bucked urgently, the flood of Midnight’s arousal soaking the fur around the base of his cock and signalling the release of his own orgasm. Pinned down, he had no time to pull out, and cried in ecstasy as he unloaded what felt like gallons of cum inside of the lithe mare on top of him.

A second orgasm built upon the first and the mouthful of blood Midnight was about to swallow splashed out of her mouth and onto Cloud’s chest. Catapulted into the heights of ecstasy she, gave herself to the sensations. Her wings thrashed, and her tail whipped chaotically behind her, but all should could feel was the nirvana of her dual orgasm.

Cloud panted heavily, the last spurt of his seed jetting from his cock. The warm, sticky, fluid on his chest made him shiver involuntarily as he thought of it. The combination of intense orgasm and blood loss was dulling his senses. He felt lightheaded. Fatigue clawed at his eyelids.

“Hah. S’wat you think? I’mm pretty good onna empty stomach.” The sound of Midnight’s voice was like a clear bell ringing through his foggy conscience.

“Gree,” responded Cloud Skipper’s tongue, which felt detached from his brain for the moment. There was a pregnant pause.

“I’m so tired... yeah... you were... wow.” Cloud forced his body to move the limb attached towards Midnight’s hips, where it rested on her cutie mark.

“Mmmm, and ssso were you stud,” crooned Midnight, tilting forwards and sliding off of the exhausted stallion, Cloud’s half–erect penis slapping against his thigh followed by a warm flood of his cum.

Cloud flicked his ears and made a lucid observation. “You sound like you’re tipsy.”

“Heeheeee,” laughed Midnight, falling onto his chest with a thud.

When Cloud opened his mouth to say something further on the impromptu sex session a pair of lips silenced any hope for a comment. His ears instantly flattened. The remarkably metallic taste of blood coated his tongue. Every fiber of his being demanded protest...yet, he had no more strength in him to resist.

Sleep conquered him. Cloud’s head fell back with a thunk, his tongue hanging out of his mouth like a puppydog.

Midnight shrugged internally, burped, and snuggled up against her captain. Though he was out cold, she knew she was going to be awake all night. The clouds parted once more and the full moon bathed the couple in moonlight. It instantly captured her attention. Full, beautiful, perfectly formed. Midnight stared at it, lost in her thoughts.

She had all night to spend with the moon, and wrapped in the embrace of her lover, it was good company.

Author's Note

Bull - term for male elk