As they stared into each others eyes, the door swung open and Sombra's eyes widened in surprise, Nightmare's jaw dropped and Discord dropped the champagne bottle.

"Are we... Interrupting?" Discord asked as he made the bottle whole again.

"Sombra?" Celestia said. "How did you escape!?"

"With our help, of course." Nightmare said. "Pray tell, why is it Discord accompanies the two of thee?" She asked. "And why he carries a drink of merry?"

"He... He-"

"I was treating these two lovely mares out to a night of fun." Discord chuckled tickling Luna under her chin with his tail, while her circled his paw over Celestia's horn making her blush. "We were just visiting the castle to have some more... Adult fun."

"Ti's true." Luna giggled as she nuzzled his goat leg. "We have longed for another. But it seems as thou have came first." She said.

"Came first." Discord snickered. "Oh wait..." He sniffed the air before grimacing. "They both came that's for sure. Oh and mooney, you might want to keep it down, you almost woke the city."

"You shall not speak of my queen in such a way!" Sombra yelled standing.

Discord's eye twitched before he turned away, Celestia and Luna blushed before covering each others eyes with a wing. He stood there on the bed confused, he looked down and gave a throaty chuckle.

"What is the matter princesses? Have thee never seen a stallion's sword before?"

"Once." Luna muttered. "One of Discords spells went array one time."

"I wouldn't say I messed up, more or less exceeded expectations." Discord laughed. "I was actually going for your sister, but you were so much better little, lulu."

Luna struck out with a hoof and hit Discord in-between the legs, he fell groaning while she took the bottle from his grasp.

"Brute." She said before uncorking the bottle.

"Fine, if you want to play dirty, I'll play dirty." He grumbled.

She stopped drinking when the door shut behind them. All the ponies in the room looked at him as he slowly got up, a grin splayed across his face.

"If you wanted to have some dirty fun, who am I to stop you?" He chuckled.

Luna's ears splayed back as his talon started to glow a pink color.

"Thou art not going to use that spell, art thou?" She asked. He nodded in response. "Oh horseapples..."

Celestia smashed the bottle over his head, he yelped and a blinding light went through the room, the screams of four ponies and a Draconequus echoed throughout the room.

Nightmare awoke dazed and lightheaded. She rubbed her head with a hoof before cracking open her eyes.

She suppressed a giggle when she saw Sombra, Celestia, Luna and Discord. But, something was also wrong with them.

She was about to say something when Celestia got up, Nightmare gasped as she saw her.

Her mane was a vibrant pink, she looked at the sleeping occupants and began to grin, her eyes were wide and her pupils were dilated.

"Well, it seems somepony has finally woken up." She said. "And how beauty sleep works, I'll never know, but it certainly has." She giggled.

Nightmare raised an eyebrow at that, she tore her gaze away from Celestia to look at Discord as... She? Got up with a cough.

"Oh, what happened?" She said. "My voice! What happened!?" She screamed at Celestia. "And why am I a female!" She stamped an indignant hoof down before blowing a lock of white hair out from her eye.

"Keep quiet..." A deep voice said.

The occupants that were awake saw Luna get up. They all gasped as... He, stood up and looked around. He looked at his own body and blushed when he noticed his own 'sword' between his legs.

"The spell!" Discord yelled. "Your blasted sister messed it up! And now, were genderbent!"

"We see," he said, tracing Discord's curves. "And we like what we see." He smiled.

"Silence, We command it." Sombra said, his voice muffled as he still lay muzzle first in the comforter. He got up and the room gasped again. Discord burst into laughter shortly after.

"What?"

She stopped and slowly looked down, Sombra gasped as she saw nothing from her male anatomy. She glared at Discord before lighting her horn, but only for it to fizzle out.

"What did thou do... Discord...?" Nightmare spoke, but her voice had turned even deeper than Luna's.

She lifted the covers and saw her own 'sword' standing proudly before him. He bared his fangs at the female Draconequus.

"Fix us, now!" He yelled standing.

"T-There's only one way!" She laughed before she stopped and frowned. "And I don't think I'll enjoy it."

"Tell us now!" Sombra yelled as she stood her own plot was directly in Nightmares face, he blushed before glancing back.

"We have to... Get off with each other." She grumbled.

There was a gasp from three ponies while Celestia giggled.

"Hey, why didn't you change?" Discord asked Celestia. "We all got switched, so why didn't you?"

"Who said I didn't?" She giggled before her horn lit up with a pink magic.

Her entire form changed before i flickered out. She still stood there, grinning.

"That. Did. Nothing!" Discord yelled as she tackled Celestia. They rolled once and Celestia was on top of her. Discord stopped and splayed her ears back, she looked down and grinding against her tail was Celestia's own 'sword' standing at full height.

Before Discord could get off, Celestia grabbed her by the shoulders and pulled her chest to hers.

"Luna, could you help me with this one here, she might be resistant." Celestia giggled. "After all, it's the only way."

"We shalt not!" Luna yelled standing again. "For we have another in our sight..." He purred looking back at Sombra.

Sombra backed away from the lunar princes gaze and swiftly turned around when Nightmare's nose pressed against her own nether lips. Luna climbed onto the bed and laughed as Nightmare also stood.

"Former host or not, thou shalt not rut her." Nightmare said. She faltered and a grin quickly formed on her own muzzle. "Alone, we meant to say."

Sombra splayed her ears back before a sudden warmth presented itself in her mind, curious, she poked it and a jolt of energy coursed through her. A grin graced on her lips as she faced Nightmare again.

"As you wish, my king." She said getting on her fore-hooves.

"The fun hast been doubled!" Luna yelled as he gripped Sombra's flanks.

Sombra leaned down as Nightmare sat, she put her fore-hooves onto Nightmare's throbbing length and began to stroke. Nightmare gave a shudder and a moan; Sombra gave a moan and a shudder as Luna thrusted into her depths. Nightmare leaned down and put a hoof to Sombra's cheek, she blushed and looked up before being lifted up.

Nightmare stood in front of Sombra, his impressive length hanging in front of Sombra. She gave another moan as Luna began to speed up, during that time her mouth had opened, Nightmare stuck her own length into Sombra. She was surprised by the sudden fullness in her mouth, but let her eyes close in bliss as she ran her tongue over Nightmare's head.

On the floor, Celestia was staring at the small group in envy, a whimper from Discord made her look back to the nervously grinning Draconequus.

"N-Now, can't we talk about this?" Discord asked as he felt Celestia's hips move back. "For me?"

"Oh no Discord, you've misbehaved, and It's up to me to make sure your... Punished." She whispered in Discords ear. "I can already feel how wet you are, so, why don't we just move this along?"

Discord gave a whimper before a yelp when Celestia thrusted into her, she gave another when she did it again.

"Ooh, your so tight!" Celestia said as she pushed deeper into the chaos goddess. "I love it!"

Discord yelped each time she thrusted roughly into her, soon though, it became moans. With a shake of her head, she gave a growl catching Celestia off guard.

"If were doing this," she flipped Celestia on her back. "Were doing this my way."

"Why do it this way? When we could do it together?" She asked the Draconequus. "It seems like Luna is already finished... I think?"

Luna was pounding relentlessly into Sombra's tight depths, he felt his own release nearing. He pounded harder, the smack of his crotch against Sombra's plot echoed over Sombra's moans. With a few final, numbing thrusts, he came and hilted Sombra, making her moan from being filled.

Luna was enveloped in a white energy, his features became a mares again and her shaft disappeared. She stood with her hips against Sombra with a bemused expression.

"What... What is happening?" She asked looking around. "Oh dear..." She blushed as she looked down at her own position.

"Hey!" Discord shouted getting the rooms attention. "What do you think your-"

Celestia and him vanished in a flash; a flash filled the room again, and was quickly discovered where, when the alicorn and Draconequus landed on Sombra.

Her lips disconnected from Nightmare in an instant, Nightmare looked on at the tangle of wings and limbs before straightening them out. He grinned at the new position they were in.

Luna had been caught and was currently muzzle first in-between Sombra and Discord's thighs, she blushed and tried to raise her head, but found Discord with her tail firmly wrapped around her neck. She stifled a yelp when she felt something warm wet, and large hotdogging her backside.

"Oh sister, did I ever tell you how much I just love looking at the moon?" Celestia asked as she traced a hoof over Luna's cutie mark. "As you said before, the fun hast been doubled."

Luna yelped when Celestia thrusted into her plothole, she tried to lift her head but Discord kept her firmly in place.

Nightmare stared at them in envy, he crossed his hooves before catching a wink from Celestia, he trotted over to her and she whispered something in his ear. He grinned before getting down on his belly and rolling under Luna.

"Greetings, little moon." He chuckled.

He felt her chest stop for a moment, she shivered as he positioned his length at her nether lips. She let out a pitiful squeak as he slowly pushed into her. She gave another moan, letting her tongue hang out for a second, it touched Discord's own Nether lips and her eyes widened.

She made a long, sloppy lick over them, licking her lips she did it again getting a moan from the Draconequus. She would have gotten up but Sombra had held her down, a smirk on her face.

"Now, what to do with you?" Sombra asked as Discord gave another moan of her own.

"S-Shut up..." She said through moans, letting her serpentine tongue hang out onto her chest. "Who knew Luna... W-Was so good?" She laughed weakly.

"Hush now, and please your queen." Sombra said tilting the Draconequus's head up. "However you see fit."

Discord looked lazily at the unicorn, a smirk forming as she leaned forward and wrapped her tongue around her horn. She stopped before puling back, a small smile on her lips.

"Hmm, did you know your horn tastes like strawberries?" She chuckled before curling her tongue around the appendage.

Sombra relaxed against her chest and gave a moan when she felt something hard grinding against her nether lips, she glanced back and saw Luna's horn rubbing against her, with a smirk, she lifted her hips and brought them back down on the horn.

Luna gave a moan as she felt both of her back entrances being roughly pounded into, she gasped when she felt something go around her horn, she moaned as a small amount of magic was shot out. She looked up and saw a grey hide on her horn.

Celestia was thrusting harder, but she didn't show any strain, she still had that smile on her face. Nightmare was rutting Luna as hard as he could, Luna shook with each thrust, he grinned and kept the pace.

"You know... Not to be a spoil sport or anything, but I'm pretty close!" Celestia grunted.

"As art we!" Luna said between licks.

"Eh, why not?" Discord shrugged.

As Luna kept thrusting she gasped and gave a large moan when Celestia put her hooves at the base of her wings. Shocked by pleasure coming from her horn and wings, she fell to her knees burying more of Nightmare's shaft into her as she spilled her own carnal juices onto the bed. Her horn sent out a stream of magic, Sombra tightened around her horn and collapsed onto Discord.

Discord finally shook like a gelatin mold when she reached climax, her eyes rolled up in her head while a white light enveloped her and Sombra.

"I..." Celestia gritted her teeth. She struck one hoof in the air before shouting, "I came!"

Luna's back legs tensed up as her rear was filled with her own sisters seed, she gave an involuntary moan as Celestia pulled out and was enveloped in a white light.

"Oh, not again." Celestia said as she looked down at her sister. "I thought I had her locked up in the back of my mind."

"Oh... We never knew thou were this tight." Nightmare said as he rutted Luna. He wrapped his fore-legs around her waist and with a few rough thrusts to her, he came.

With a grunt, he pulled her as close as possible before giving a grunt. He filled her to the brim before a white light covered him. It disappeared and Nightmare Moon was laying under Luna. She looked down and smiled slightly seeing no male anatomy present.

"That... Was entertaining." Nightmare said as they all laid down on the bed.

Nightmare set her head on Sombra's chest, he smiled down at her before brushing some of her mane behind her ear. Discord was in-between the princesses, Celestia on his left while Luna was on his right.

Just as they were about to go to sleep, Discord spoke.

"This was the most awkward orgy I've ever been in." He said. "A close second, but definitely the first."

"Hey," Celestia said lifting her head up to look around. "Does anypony else hear... Flapping?"

Not a second after, Ditzy Doo crashed through the ceiling and sat with a smile.

The group stared at her in shock for a second, neither of them speaking.

"Muffins!" Ditzy yelled as she handed one to Discord and flew out the wall.

He stared at it before eating it, he looked back at the others before laying his head back down over Celestia and Luna.

Just as they were going to go to sleep, a knock was heard at the door. The mane six burst in with Shining Armor, Cadence, they stopped and stared at the beings in the bed. The gods, goddesses and unicorn blushed before smiling nervously.

"You know," Discord grinned getting their attention. "I have an idea..." He grinned as he handed Celestia a champagne bottle and his talon was covered in a pink energy. "Who's up for sloppy seconds?"

Celestia grinned before smashing the bottle over his head.

Author's Note

This is what you get when I listen to Rainbow Factory. And, it's not bad.

P.S. Plot. That is all.