Nightmare Night--The Dark Mare Rises

by ShotgunNeko

Rating: mature
Tags: Nightmare Moon, Princess Luna, My Little Pony: Friendship is Magic, Comedy, Romance, Sex, Twilight Sparkle, Main 6
Length: 5595

Sequel to Nightmare Night--The Second Cumming! When Twilight falls ill, Luna (disguised as Nightmare Moon)cums to the conclusion she needs to get laid. How many of Twilight's cute little friends can she bed in one night?

Sequel to Nightmare Night--The Second Cumming! When Twilight falls ill, Luna (disguised as Nightmare Moon) cums to the conclusion she needs to get laid. How many of Twilight's cute little friends can she bed in one night? As many as she wants! She's THE Nightmare Moon for crying out loud!
Sex/debauchery and a ridiculous new rendition of the true true friend song as sung by Nightmare Moon!
If you like clop it may make sense to read my first Nightmare Night fic. I suppose this could still work as a stand alone though.
WARNING! If you don't enjoy a good hard clopping please stay far away from this fic! You have been warned!
Cover art by Anabolos titled "Night Dessert"

Published 2013-02-23 04:10:01 UTC
Last updated 2013-02-23 04:10:01 UTC

The Dark Mare Rises! (And rises again and yet again)

Luna grinned happily to herself as she made her way through Ponyville. It was her favorite night of the year. It was in fact, Nightmare Night. It was a night when all of Equestria came together to honor her. Well the former her anyways. Although she enjoyed the fun, festivities and games that were held in her honor, what she really loved most waited for her at the Golden Oaks library.

Dressed as Nightmare Moon, her favorite costume, she entered the library in search of Twilight Sparkle. Luna and Twilight had been dating for awhile now and it had become a ritual that every Nightmare Night they would engage in hot, passionate, kinky, clop-till-you-drop sexual escapades. She could still remember last year’s Nightmare Night quite vividly. She moaned inwardly and tried not to think about it. She was already worked up enough as it was. In preparation of this glorious night, she and Twilight had staved off sex for the last week. Not having sex for a mere week may have been easy for some ponies, but for the two powerful Alicorns it damn near seemed impossible. Alicorns had insatiable sex drives and amazing stamina when they were aroused. Luna was no exception. She scurried up the stairs to meet Twilight. Twilight had requested another sexy role play and she was determined to fulfill her lover’s every desire.

“Twilight? Your dark mare has arrived!” Luna called out anxiously.

When no response was heard, Luna poked her head around the edge of the staircase. She could see Twilight was lying in her bed. Luna rubbed her hooves together in anticipation, before springing up onto the bed. She expected to see Twilight in all her sexy glory, but instead something was off. Luna quickly surveyed the surroundings.

Thermometer? Cold Compress? Old pajama shirt and pants with the drawstring tied so tightly no mare could ever hope to get into? Probable granny panties on underneath said pajama pants?

All these things could only mean one thing. She was soooo not getting laid!

“NOOOOOO!” she silently cursed.

She looked down at her marefriend. Twilight was clearly sick. She put her hoof to Twilight’s forehead, right under her horn.

“Twilight? Are you okay?”

Twilight turned to face her marefriend for the first time. Luna could tell she was definitely sick. She was a much paler shade of purple than usual.

“I’m sorry Luna. Every since I woke up this morning I’ve been feeling sick. I was hoping to try and take some medicine and sleep it off so we can still go to the midnight party in the town square.”

Luna sighed. She had forgotten all about that dumb party. It wasn’t that she didn’t want to go out and have fun with Twilight and her friends. It was that she just really wanted to get laid. Even though her hormones were raging, she of course cared first and foremost for Twilight’s health and well being. She laid Twilight back down on the bed and gently wrung out the cold compress, before placing it against her forehead. Twilight’s wings flapped softly in appreciation and the purple alicorn looked up into Luna’s eyes.

“I’m so sorry...” she started.

“Nonsense.” Luna hushed her.

The Moon Princess then proceeded to pull the covers up over Twilight’s body, tucking her in.

“You need to rest and feel better. I’ll do what I can to help.”

Twilight smiled and leaned up to nuzzle Luna’s cheek.

“You are the best marefriend ever. But I can’t let you stay home on YOUR night. You should be out there with the townspeople enjoying Nightmare Night to the fullest.”

Luna tried to protest, but Twilight was having none of it.

“Please Luna for me? I really don’t want to be the reason this night was ruined.”

Again Luna tried to speak, but was hushed by her marefriend’s hooves. Sighing and nodding her head, she kissed Twilight’s hoof tenderly and then gently reached up to stroke her mane.

“Okay. I promise I’ll go out and enjoy the night.”

“That’s the spirit!” Twilight beamed, turning over one last time to plant a soft kiss on Luna’s lips.

Luna smiled too, using her magic to refill Twilight’s water glass and make sure she had everything she needed. With one last look at her marefriend, she silently slipped down the staircase. What was she going to do now? The ache between her legs was insane, and she feared if she didn’t get some release soon she may go crazy. She supposed she could just pleasure herself.

She looked down at her hoof, annoyed. When you’ve been waiting to indulge in pleasures of the flesh, doing yourself seemed like such a letdown. Luna reached up to rub her temples. She massaged lightly, and as she did, an idea struck her.

A deliciously evil idea.

Twilight had urged her to go have fun with the townsfolk yes? Snickering happily, Luna once again donned her Nightmare Moon costume.

“Look out my little ponies, Nightmare Moon is cumming to play!”

XXXXXXXXXXXXXXXXXXXX

Nightmare Moon flew excitedly around Ponyville, circling the town like an eagle in search of its prey. She knew it was wrong to even entertain these ideas, but something about even pretending to be Nightmare Moon gave Luna power. Not to mention the fact that she was on Alicorn overload, and in need of some serious relief. As she circled up and around Cloudsdale she noticed a familiar face. This particular pony was dressed in a Wonderbolts costume. The same costume she wore every year. Luna knew she shouldn’t scoff. Twilight would have probably been Starswirl The Bearded again this year had they not decided to do a couples costume. Mustard and Ketchup? A Plug and Socket? Bananas in Pajamas? Snooki and Jwoww? Oh the decisions.

Nightmare shook her head as she zeroed in on the pony with the rainbow colored mane. Rainbow Dash was as usual, trying to scare the pants off the young ones and of course, Pinkie Pie. The usual thunder cloud accompanied by a lightning bolt was a sure fire way to get every pony to scatter. Rainbow was grinning on her cloud, waiting for the next group of passersby.

Nightmare also grinned. It seemed she had found her first victim. She had always wanted to get a piece of Rainbow Dash and now was the perfect opportunity. Ever so silently she teleported behind the pegasus, and without warning pushed her face down onto her cloud.

“H-Hey...” came a muffled response.

Nightmare wasted no time as her horn glowed and Rainbow Dash was tied face down, bottoms up to the cloud by magic restraints. The dark mare could barely contain herself as Rainbow struggled against the restraints. Nightmare enjoyed the show for a moment, before she flipped Rainbow Dash over to face her, running a hoof seductively down the front of her captive’s costume.

“Whoa! Nightmare Moon? But how?” Rainbow asked, trying to make sense of the situation.

Nightmare laughed evilly, as her horn glowed again. She lifted her head and pointed her horn right between Rainbow’s outstretched legs. Rainbow Dash shook her head and tried again to wriggle free from her captor. As Nightmare concentrated, Rainbow felt a sudden draft between her legs. She tried to see what was happening and was shocked to see that the fabric of her Bolts costume had been torn apart, and the entrance to her marehood was peeking out.

Realization hit Rainbow Dash as Nightmare Moon leaned in between her legs and roughly licked between her two soft lips.

“Ahh! No! Stop that!” Rainbow yelled, still fighting.

Although Rainbow was strong and quick, she was still no match for the magic. Nightmare’s tongue continued its assault on her most private of places. The dark mare was pleased when she began to taste the arousal of her young counterpart on her tongue. She continued to lick, swirling her tongue in a circular motion. Rainbow’s juices covered the tip of her muzzle and the smell sent her over the edge.

Rainbow could only squirm. She had no idea why her body was acting this way. Yes, her captor’s tongue did feel great on her now slippery, wet marehood. Still, this was wrong wasn’t it? She didn’t have much more time to contemplate as she felt the rest of her costume being ripped off of her body. Rainbow suddenly felt naked, even though most of the time she was. Nightmare grinned down at Rainbow evilly. It was then that Rainbow Dash got a good look at exactly what was between Nightmare Moon’s legs.

Nightmare Moon was sporting a huge, thick, black cock. Rainbow had never seen one up close before and now she was getting quite the view. Nightmare waited for Rainbow’s eyes to return to their normal size before she mounted the young mare. She spread Rainbow’s hind legs wide exposing her dripping sex. Rainbow looked away, her entire body was red. She had an idea of what was coming but there was nothing she could do to stop it. She flapped her wings uselessly, as Nightmare rubbed the tip of her already hard cock between Rainbow’s puffy, powder blue lips.

Nightmare held her hooves against Rainbow’s wings, pinning them down as she closed her eyes and shoved her gigantic throbbing member roughly into Rainbow. Rainbow clenched her teeth and bit down, as she was penetrated. She had never had anything like this between her legs. Nightmare moaned in pleasure. Rainbow Dash was so tight! It was even better than she had hoped.

Nightmare slid a hoof along Rainbow’s muzzle, holding her in place, forcing her to look into her eyes while she began thrusting her hips. Rainbow was frozen. As Nightmare continued to pump her cock in and out of Rainbow’s tight marehood, the Pegasus spread her legs wider. Nightmare buried her cock deeper, forcing Rainbow to take every inch. Rainbow Dash was now panting heavily. What had at first been painful, was now beginning to feel pleasurable.

“You like having your hole filled don’t you?” Nightmare whispered.

Rainbow could only moan helplessly.

“I’m going to make a sexy little Rainbowcreampie.” Nightmare laughed, as Rainbow’s eyes widened.

“N-No wait...” Rainbow’s mind raced.

Nightmare Moon planned to cum inside of her? She had heard from a very reliable source that magic cum was much more potent than regular cum. She didn’t want to get pregnant!

“Ohhh...I’m so close. I can’t wait to pump this gigantic load into your cute little belly. Everyone in Ponyville will know what a whore you are Rainbow Dash. You’ll be carrying a lil Nightmare of your own.”

Nightmare hoped her taunting would work. The ponies were all so stupid sometimes. They’d believe any little rumor you fed them.

“Please stop! I’ll do anything! I can’t have a foal now! That will ruin my career.” Rainbow pleaded.

Nightmare slowed the rhythmic pace of her thrusts.

“Anything? Well I’m sure we could come to some sort of agreement.”

Rainbow sighed happily. She wasn’t sure why she was happy though, as Nightmare’s cock was still rammed up inside of her. She could feel the throbbing head pulse faster and faster.

“Yes anything! Now please pull out.”

Nightmare obliged the young pegasus, and pulled out of her slowly. Rainbow moaned, instantly missing the feeling of being filled up. The dark mare took her cock into her hoof and began slowly squeezing the tip.

“I need someplace to put this load Rainbow Dash.”

Rainbow weakly tried to get up, and Nightmare Moon released her restraints. There was nothing the dark mare loved more than a now willing participant. She squatted down on Rainbow’s chest, rubbing the tip of her cock back and forth against Rainbow’s chest. The pegasus’ moaned again as the swollen member caressed her hard aching nipples.

“Hmmm. So where will it be?”

Rainbow cocked her head to the side. She had thought Nightmare would cum between her breasts. If she didn’t cum on her chest then where? Her mane? Her belly? She looked down and Nightmare continued to stroke.

“Decide soon or I will be having a delicious Rainbowcreampie.”

Rainbow whimpered. She really didn’t want that monstrosity in her mouth, but what was the alternative?

She closed her eyes and opened her mouth. Nightmare smiled and slowly pushed the tip of her cock past Rainbow’s lips. The tip was wet with precum and Rainbow’s juices. Rainbow slowly licked the tip and then spat the cock out of her mouth.

Nightmare Moon slapped her across the face.

“Wait! There’s somewhere else you could put it...” Rainbow trailed off.

Nightmare couldn’t believe what she was hearing. Did she mean?

Rainbow sighed. She just couldn’t handle the taste of cock. Defeated, she silently rolled over, lifting her flank up.

“Get it over with.” Rainbow mumbled, crossing her arms under her face.

“You have to say it.” Nightmare smiled, lifting Rainbow’s tail and slowly spreading her ass cheeks open.

Rainbow didn’t want to say it. But she wanted this to just be over and hopefully if Nightmare got what she wanted she would leave. She bit her lip hard.

“In my ...ass...” the last word was a whisper.

Nightmare knew she could prolong her captor’s torment but her cock was already vibrating hard. She wasted no time thrusting eagerly between Rainbow’s cheeks. Once again she savored the tightness as she stretched out the pegasus’ tight hindquarters. Nightmare held Rainbow down as she felt the warm familiar sensation of her orgasm erupting deep inside her captive. Rainbow whimpered as her ass was filled with every last bit of Nightmare’s pent up frustration.

After her member had finally deflated, Nightmare pulled out of Rainbow Dash. The pegasus fell to the cloud, breathing heavily. She could still feel the dark mare’s seed deep inside of her. Nightmare shook and squeezed her cock, as the remnants of cum splashed Rainbow’s backside.

“Now you be a good little slut and hold my load back there until tomorrow. I may come back and check, and if my load is gone, I will FOR SURE be giving you a Rainbowcreampie.”

Rainbow shook helplessly. How was she going to hold Nightmare’s huge load between her cheeks? She stayed completely still as Nightmare dusted herself off.

“Good. You stay like that and remember don’t let a single drop leak out.”

Rainbow nodded weakly, resigning herself to the humiliating position she was now in. Nightmare leaned down and ever so gently licked Rainbow’s lips before planting a soft kiss on her muzzle.

“I was never here.”

With that, the dark mare opened her wings and soared up into the sky. The night was still young and while Twilight was away, Nightmare Moon planned to play!

XXXXXXXXXXXXXXXXXXXX

Nightmare Moon skipped happily as she entered the orchard of Sweet Apple Acres. She was even singing a fun song.

“A true true friend helps Nightmare Moon in need. A friend will be there to swallow my seed. A true true friend helps Nightmare Moon in need to see the jizz that cums from a true true friend.”

She wasn’t sure where she had heard that irritating ear bug and she was pretty sure those weren’t the actual words. But nonetheless tonight was her night and she was ready to find her next conquest. All that moaning and bucking Rainbow Dash had done had got the dark mare to thinking. It had been forever since she had been bucked good and hard. Who better to buck her then Ponyville’s resident strong gal, Applejack.

Nightmare Moon knew just where to find the orange earth pony this lovely Nightmare Night. She had watched the rugged element of honesty saunter into the barn moments earlier. The dark mare licked her lips. She ached to be taken roughly by her prey. Double checking to make sure nopony was around, she quickly followed Applejack into the barn, smiling as she caught a wonderful view of Applejack’s toned flank.

Applejack was too busy gathering haystacks to hear Nightmare Moon creep up behind her. She was organizing them to cart to town so the little ones, and of course Pinkie Pie could take a hayride. The dark mare had an aching in her loins that only Applejack could satisfy. She wasted no time as her horn glowed and Applejack felt an odd sensation overtake her body.

“Now what in Equestria is goin’ on?” Applejack drawled, as she suddenly felt something unfamiliar between her legs.

The earth pony looked down and did a double take. There between her legs was a thick, bulbous orange cock. She backed up, flustered, right into Nightmare Moon’s waiting wings.

“Well hello there my dear Applejack. You are looking soooooo incredibly good tonight. How about you let me ride that monster between your legs?”

Applejack shook her head. Was that Nightmare Moon? But hadn’t she been defeated by the Elements of Harmony? Before Applejack had a chance to respond, dark shackles tied her wrists together and she found herself flat on her back in a pile of hay.

Nightmare Moon was quick to her side as she reached out between Applejack’s legs and began to slowly stroke her semi-hard member. Applejack, like Rainbow Dash, tried to struggle. Unfortunately as she struggled, Nightmare continued to apply pressure with her hooves and before Applejack knew it, she had a raging hard on between her legs. The orange earth pony could do nothing as the dark mare grinned evilly in her direction. Nightmare leaned in against Applejack’s chest and lowered her head to the delicious treat in front of her mouth. As her lips wrapped around the fully erect member, she sucked softly, enjoying the taste of Apples.

Applejack’s eyes snapped open. Nightmare Moon was sucking on her cock. Well it wasn’t really hers, but it was between her legs and fully erect at the moment. Before she knew it, Applejack was moaning loudly. Nightmare’s tongue felt amazing as it circled the tip of her swollen head and licked slowly up and down the shaft. Applejack couldn’t help but buck her hips in response.

“Oh you like that do you?”

Before Applejack could respond, Nightmare Moon was slowly bobbing up and down with AJ’s cock in her mouth. Sucking and licking until she was sure she had teased Applejack enough, she suddenly moved her mouth away from between AJ’s legs.

Applejack could only groan. She had been so close to release.

“Now now sweet Applejack, we can’t finish yet.”

Applejack could only pant in response. Nightmare then spread her own legs and lifted herself onto Applejack’s belly. She straddled AJ, slowly lowering herself down onto Applejack’s massive cock. Applejack’s eyes grew wide as her cock slowly filled the dark mare up. She wasn’t sure what Nightmare Moon wanted her to do.

“Fuck me.”

It all became clear. Applejack wanted to say no, but even if she did she was already embedded tightly inside of the dark mare.

“Ah ain’t yer plaything.” She managed to choke out.

“Oh yes you are. You are mine until I say otherwise. If you dare tell a single soul about this, I promise a certain fashionista will know about your little crush.”

Applejack paled. How did Nightmare Moon know about her crush on Rarity?

“It’s okay.” Nightmare whispered, leaning in close while stroking AJ’s mane. “You can just pretend it’s her not me.”

Applejack grunted as she realized she had no choice. Nightmare untied her hooves and Applejack was able to sit up. Their mouths met for a moment as they shared a hard, angry kiss. Each of them struggling for dominance as Applejack tightened her front legs around Nightmare’s waist. Using her strength she began to thrust upwards while bringing Nightmare down onto her cock.

Nightmare was in ecstasy. This was exactly what she needed. Nightmare moved her hips along with AJ’s as she grinded hotly against the earth pony. She could feel Applejack’s enormous length as the tip stroked up into her belly and then out again. She tightened around AJ as hard as she could, clamping down as with every stroke she was filled a little more.

“Yes...yes...AJ....harder...harder.....”

Applejack could only comply as she moved her hooves from around Nightmare’s waist and down her flank. AJ squeezed Nightmare’s hindquarters as she thrust in and out, spreading Nightmare open roughly. Nightmare loved it. She leaned forward, arching her back and taking every inch that AJ gave her.

“Cum inside of me.”

“What? Ah ain’t gonna do that! Yer crazy!”

Nightmare squeezed her legs, pulling AJ’s cock as deep inside of her as she could, riding it quickly and roughly.

“You will do what I say unless you want all of Ponyville to know about your secret crush.”

Applejack gulped. She closed her eyes. She was close to cumming, just a few more strokes. She reached out to steady herself by holding Nightmare’s wings. Nightmare was surprised but let AJ hang on as she rode out her orgasm. Applejack held tightly as her cock pulsed and twitched. She groaned loudly as she came, coating Nightmare’s soaking wet marehood with spurts of cum.

Nightmare waited for AJ to finish before slipping off of her cock. The dark mare breathed heavily as she rolled onto the haystack.

“Damn. That was hotter than I thought. Your friends were right about your strength Applejack.” She finished with a wink.

Applejack went as red as the apples on her cutie mark. Nightmare removed the last of the magic restraints and the equipment between AJ’s legs. She then leaned down and lightly kissed Applejack’s cheek.

“Remember, I wasn’t here.”

Applejack could barely nod she was so severely spent. She lay back exhausted, trying to catch her breath. Nightmare Moon grinned and before Applejack could say another word she was gone.

Only a little bit of time left until she had to check up on Twilight Sparkle. She better make this last one a good quickie. She needed some mare that would willingly believe anything she said, even more so then Rainbow and AJ. Then it came to her.

Fluttershy.

Oh sweet Fluttershy.

XXXXXXXXXXXXXXXXXXXX

After her first two sexual encounters, Nightmare Moon was ready for some soft slow lovemaking. Fluttershy was the perfect conquest. Her naivety would prove useful in this endeavor. Nightmare once again found herself skipping as she trotted up to Fluttershy’s cottage. This was going to be good.

Nightmare knocked on the cottage door. She knew she could just use force with Fluttershy as she had with the other two earlier, but she had an even more devious plan. She was going to make Fluttershy do the work this time.

Fluttershy opened the door slowly, peering outside. Nightmare gave her the most sickeningly sweet smile she could muster. Before Fluttershy had a moment to react, Nightmare pushed herself inside.

“Oh Fluttershy I’m so glad you’re here.” Nightmare drawled, lifting a hoof to her horn. “I don’t know what I was going to do if you were out.”

“N-Nightmare Moon?” Fluttershy asked, her knees shaking.

“No need to be afraid my dear.” Nightmare ushered Fluttershy to the couch. “I am only here because Twilight Sparkle sent me.”

Fluttershy once again was unable to speak as she found herself wrapped up in Nightmare Moon’s gigantic wings. Nightmare was hugging her closely to her chest.

“Oh dear.” Fluttershy whimpered, finally catching her breath. “Is Twilight okay?”

“Well it’s actually you that I’m worried about. You see an ancient curse has been placed upon each bearer of the Elements of Harmony. There is only one way to break the curse and that is by ingesting the super secret antidote.”

Fluttershy looked up worriedly. “Oh no. Are my friends all right?”

“Thankfully I managed to reach Applejack and Rainbow Dash in time. Twilight is taking care or Rarity and Pinkie Pie. So you are the last one. Now this may seem a little odd but if you want to break the curse then you will have to do as I say.”

Fluttershy could only nod and Nightmare could feel the bulge between her legs grow. She couldn’t believe how easy this was going to be. She leaned back on Fluttershy’s couch and slowly spread her legs, revealing her fully erect member. It took Fluttershy a moment to believe what she was seeing and then she let out a frightened squeal.

Nightmare’s wing was quickly around her, pulling her close. Nightmare slowly stroked Fluttershy’s well groomed mane.

“Shhhh. I know it looks scary but you trust Twilight Sparkle don’t you? She would never have sent me if you weren’t in real danger would she?”

Fluttershy gulped and turned her head, once again looking at the long, thick shaft poking up just above Nightmare’s belly. Nightmare slowly but firmly guided Fluttershy’s head down until it was nuzzled right next to her warm member. She could feel Fluttershy shivering.

“You don’t have to be afraid my dear Fluttershy. I promise all you have to do is suckle the antidote from me. Once you’re done and you’ve sucked every last drop, then the curse will be broken.”

Fluttershy could feel Nightmare’s smooth cock pulsing against her cheek. She was still frightened, but curious. If Applejack and Rainbow Dash had taken the antidote then obviously this was okay. Wasn’t it?

Nightmare grinned evilly. She almost had her. It was time to seal the deal with a quick song.

“Fluttershy I need your help. I’m getting hard and I need a hand. Would you try just give it a chance. You might find that you’ll start to understand.”

“A hand?” Fluttershy asked.

“Uh I meant hoof. But hand rhymes better. Ah never mind, could you just be a true true friend and follow my lead.”

Nightmare continued to ease Fluttershy against her shaft, and Fluttershy in turn closed her eyes, taking a deep breath and slowly pushing the tip of Nightmare’s warm cock between her lips. Nightmare moaned. Fluttershy’s mouth felt so good. She knew she would have to encourage the small yellow mare and she did so with her hoof.

“Yes Fluttershy. Your mouth feels amazing. Open wider, I need you to take more of me.”

Fluttershy complied as she felt Nightmare thrust forward, pressing her cock deeper into her mouth. Nightmare’s hooves raked down Fluttershy’s chest and she began rubbing the pegasus’ soft erect nipples. She could hear Fluttershy moan against her cock.

“Very good Fluttershy. Now I want you to grip my shaft with your hooves and take as much of me into your mouth as you can.”

Fluttershy blushed profusely, even though she already had half of Nightmare between her lips. She took a deep breath, her hooves caressing Nightmare’s member before gripping it forcefully. She then sucked eagerly on the tip, rolling her tongue back and forth causing Nightmare to moan again. Slowly she went down on Nightmare’s cock, letting it fill her mouth, trying to breathe through her nose as Nightmare fucked her mouth faster and deeper.

Nightmare smiled down at Fluttershy. She really was adorable. Nightmare could feel the precum drip from her cock and into Fluttershy’s mouth. She wasn’t ready for this to end yet. To Fluttershy’s surprise she slowly pulled out from between her hot lips. She then reached out for Fluttershy’s shoulders and pushed her backwards, laying her down on the couch. She made sure Fluttershy was on her side and then she slid beside her, repositioning herself so she was behind the yellow mare. Fluttershy didn’t know what to think, it all happened so fast. Nightmare slowly spread Fluttershy’s legs from behind her.

“Flutters...” Nightmare whispered into Fluttershy’s ear. “Trust me.”

Fluttershy really had no choice at this moment. Nightmare’s front legs wrapped around her once again, as they began to caress her sensitive chest. She could feel the dark mare’s large pulsing cock poking her moist entrance. She closed her eyes and pushed backwards, slowly taking Nightmare’s cock. The dark mare moaned appreciatively. She then waited a moment, letting Fluttershy adjust to her width before she began to thrust eagerly.

Fluttershy whimpered as her tiny hole was pounded from behind. She could feel Nightmare’s muzzle as it kissed down from her neck to her chest. Nightmare stroked in and out of Fluttershy, enjoying every thrust. Fluttershy was the tightest of the bunch so far. Her tongue slid out to lick Fluttershy’s now swollen breasts. She took great pleasure as she rolled it back and forth across the yellow mare’s sensitive nipples. Fluttershy squealed and moaned and made the most adorable sex sounds she had ever heard. She could feel that her release was soon. As she closed her eyes, ready to pump Fluttershy with a huge load of her sticky seed, she suddenly heard a familiar sound.

“POMF!”

Opening her eyes she looked down. Fluttershy’s once yellow wings were changing color. Nightmare was forced to stop thrusting as she held her lover down. Everything around her began to change shape. The inside of Fluttershy’s cottage shifted and she was once again in the familiar surroundings of her marefriend’s bedroom. She looked down as Fluttershy’s pink mane turned golden, then rainbow and then back to its original purple with a deep pink streak.

Luna grinned down at Twilight Sparkle, her cock still embedded in her lover. Twilight groaned, her horn glowing as her power depleted. Luna slowly continued to thrust inside of Twilight while she leaned in to kiss her marefriend’s muzzle.

“That was amazing love. I have never seen a spell like that before.”

Twilight smiled up at Luna and wrapped her legs around Luna’s back, pulling her in so their bodies were as close as could be. She loved the feel of Luna inside of her and she was going to savor their last few moments of Nightmare Night.

“I’m exhausted.” Twilight panted. “Did you enjoy fucking my friends?”

Luna laughed as Twilight bit her lip.

“Hey it was your kinky idea, not mine.”

“Well you sure didn’t complain.”

“It was hot. I’m pretty sure you enjoyed being Rainbow Dash, Applejack and Fluttershy. You also enjoyed me fucking you while you pretended to be your friends.” Luna whispered into Twilight’s ear as her cock began to pulse between Twilight’s lips.

“Mmmmmhmm.”

Twilight reached down and began rubbing the small swollen nub between her legs. She rubbed it in time to Luna’s thrusts and just when Luna was ready to cum, she too was pushed over the edge in ecstasy. Luna held Twilight’s hips down as she came inside of her, her cock spurting and writhing while it emptied its entire load into Twilight’s belly. Twilight moaned happily, as she came too, her hooves curled up into little balls as she pushed against Luna’s chest.

Luna held Twilight until she came down. She then pulled out very slowly, milking the tip of her cock with her hoof. The leftover cum was splashed onto Twilight’s breasts. Luna then rubbed her seed into Twilight’s fur. Twilight moaned contentedly. It had been another successful Nightmare Night. They had really outdone themselves this year.

“It was a good thing all of your friends were at the town hall for the Mayor’s speech. We wouldn’t have wanted any of them to catch us up in the clouds or in the barn at Sweet Apple Acres.” Luna said.

Twilight smiled again as she leaned into Luna. “I told them we would be late but meet up with them later so they wouldn’t get suspicious.”

Luna looked at the clock. “I hate to say it because I’m so comfy here, but they will probably be looking for us soon. We should get a move on.”

Twilight nodded as she snuggled deeper into Luna’s fur. She was so spent. Between all the sexual activity, the body modification spell and all the teleporting she had to do, she wasn’t sure she was going to make it to the Nightmare Night festivities. She then looked up to see Luna’s horn against her own. Luna was replenishing Twilight’s magic with her own powers. Twilight smiled and closed her eyes. She really was the luckiest mare in Equestria.

"So when do I get to have fun with Pinkie Pie and Rarity?" Luna teased.

Twilight rolled her eyes. "I can't believe you would want to be sexual with Pinkie. I mean it's Pinkie! You couldn't get her to stop talking long enough to fuck her."

"I'd lure her in by telling her there was a party in my pants. Then I'd ask her to take a look at my "party cannon" or suck on my huge "balloon animal"." Luna grinned.

Twilight had to laugh. "Okay that WAS funny."

Luna kissed Twilight's lips softly before murmuring into her ear.

"You know you're the only one I love."

Twilight blushed. The fact that her marefriend was trying to reassure her of their love made her giggle. Luna was too cute. The pruple alicorn replied by pressing her lips firmly against her marefriend's, kissing her deeply.

“Now we only have one more issue to decide.” Luna said, as they broke for air.

“What’s that?” Twilight asked, cocking her head.

“Snooki and Jwoww or Bananas in Pajamas?”

Twilight rolled her eyes and threw a pillow in her marefriend’s direction.

“Cadence and Shining Armor?”

Twilight cocked her head and rolled off the bed.

“Hmm now that could be fun. I bet we could get Cadence and my big brother into a lot of trouble.”

Luna snickered as Twilight’s horn glowed in the darkness.

Her fun was about to be DOUBLED!

The End