Pinkie Pie hummed to herself as she stirred the batter. Everyone seemed so upset about what was happening. Her friends were disappearing one by one, and it didn’t seem like there was much anyone could do. Pinkie had faith, though! She knew that all of her friends would be together again soon, and that they’d kick Liliths tail outta Ponyville! It was just a matter of keeping everyones strength up. So that’s why she was busy baking a cake for everyone to share. Twilights kitchen wasn’t as well stocked as hers, but she had a way with cake. It wasn’t long before she was happily skipping out, beaming.

“Cake! I have some cake for everyone, so dig in!” she said energetically, keeping the plate balanced on her nose. She set the cake on the table, but no one really seemed interested. Applejack was sulking in the corner, and Rarity and Cadence had their heads pressed together, reading from the books Cadence had brought. “Come on! You guys gotta eat, right?”

“Sugarcube, I think we’re all a little too worried to eat right now.” Applejack spoke up, her voice shaking.

Pinkie Pie frowned a bit. “B-but eating always makes me feel better! Just one slice of cake, please?”

“I think this spell ought to work. It looks like a basic ward.” Cadence set the book down, and Rarity nodded.

“Yes, I quite agree. Applejack, Pinkie, can you move that table?” without even looking up, Rarity waved a hoof in the direction of the table where Pinkies cake was resting. Applejack sighed and rose to her hooves.

“Come on, Pinkie, the sooner we get this out of the way, the sooner they can do their fancy magics and get this all over with.”

Pinkie joined Applejack, and together they pushed the table back towards the kitchen. Meanwhile, Cadence and Rarity were drawing lines on the floor with chalk and murmuring to each other. Pinkie could understand that her friends were all busy, but she wished they’d try just a little bit of cake.

“I know that look.” Applejack said, as she pushed the table to the wall. “Pinkie, ya gotta understand. Cadence and Rarity are working real hard to save everyone. We’re all super worried about Twilight, Fluttershy and Rainbow.”

“I know! I want to help, too, and that’s why I made the cake. I was hoping to cheer everyone up and give them some energy. I guess it’s a bit too soon, huh?” Pinkie replied as they stepped back. “Well, the next best thing to eating cake with your friends is baking cake for your friends! I’ll get back to work!”

Applejack gave her a funny look. Kind of a cross between a laugh and a sad face.“Yeah, you do that, Pinkie…”

“Applejack, don’t worry.” Pinkie said energeticly, “We’re going to find Twi and the others, no problem!”

“Applejack dearest, can you come help us with this?” Rarity’s voice lilted from the other room. Applejack tilted her hat at Pinkie.

“I’ll see if I can get them to have some cake. I think we could all use some cheering up today.” Applejack turned and headed into the other room.

Pinkie smiled to herself and hopped back over to the stove. Maybe some cookies, that would certainly be easier to-

“Ohhh, leg-twitch and eyebrow wiggle!” Pinkie looked around in surprise. “That means that we have a visitor!”

“Yes, you most certainly do.” A familiar, seductive voice said from the shadows. Out came Rainbow Dash, wearing a wide smile on her face. “I’ve been waiting for this for awhile.”

“Rainbow Dash! You’re okay!” Pinkie was over to her friends side in a second, hugging her tight. Then she pulled back, taking a deep whiff. “You smell different, though. Kinda tangy. It’s not a bad smell, though, don’t worry!”

Rainbow Dash looked surprised, then laughed. “Same ol’ Pinkie, it looks like. But don’t call me Rainbow Dash anymore.” She tossed her mane; the colors were starting to blend together into a deep, dark blue. “The name’s Sapphire.”

“Sapphire? I thought that I was supposed to call you Firefly. Wait, is that right? I don’t…” her babbling was interrupted by Rainbow kissing her deeply. For a moment, it felt really, really nice, but then Pinkie remembered what had happened and pushed back. “No, no, wait, that’s not right. Rainbow, Lilith has got your head all messed up!”

Rainbow snickered a bit, advancing on Pinkie Pie. “Not at all. Mistress Lilith has given us a great gift, one that we’d really like to share with you.” She stopped in front of Pinkie, “I know I want to thank you for everything you’ve done for me, and I think there’s someone else here who wants to thank you…” Rainbow stepped aside as a second mare came out of the shadows.

“Twilight…” Luna said

Midnight shook her head. “You know that’s not who I am anymore. I’ve become so much greater now. So much more. Lilith has shown me power I never imagined.”

It showed. The former bookish pony had a new gait, and Luna could almost feel the lust rising off of her. Luna restrained the urge to step away, to flee, and the opposing urge to move closer, to see just how much of her former lover was in Midnight. She had to stay strong, for Twilights sake.

“Twilight Sparkle, you can fight this! You can fight Lilith. Don’t let her control you, make you into something you’re not.” Luna pleaded, holding her ground as Midnight sauntered closer, smiling. “Celestia and I have been working on spells, a way to break Liliths power. With your help, we can still save Equestria from her.”

Midnight closed the distance between them as Luna finished, laughing softly. “Princess Luna, Lilith has told me all about your relationship with her, back then. How much time you spent together, how you longed to be close to her. She knew you would be worried about giving in to your…urges, so she sent me to help you.”

That was too much; Luna took a few steps away from Midnight. Lilith knew Luna would be suspicious if she came herself, but by sending Midnight, she no doubt hoped to get Luna to lower her guard.

“You have nothing to worry about, Luna.” Midnight was keeping easy pace with her. “I’m not a succupony. I’m not going to steal you away. I just want to help you relieve some…tension.” Midnight cooed, her lips finding the heart inscribed on Luna’s neck.

Luna gasped out as Midnight kissed her neck softly, teasingly. It was almost like being with Lilith again. She could feel her desire, the heat she’d been carefully keeping at bay, rising up, eager to be let loose. “Twilight, you need to…” Midnight silenced her with a kiss; a deep, passionate kiss that Luna was all too happy to share in.

Midnight guided her down to the bed firmly, very clearly in control. Her kisses trailed down Lunas cheek to her neck, licking along the way. “Call me Midnight.” She whispered in the Princesses ear, nibbling lightly.

“Mmm…Midnight…” Luna gasped out, her head awash in pleasure. Her entire body was pulsing with long denied warmth, and she was past caring, past self control. She needed this. Midnight suckled the tip of her ear, then grinned, breathing lightly on it as she whispered.

“Of course, I can’t let you have all the pleasure. Fortunately, Mistress Lilith gave me something to share…”

Her horn and eyes glowed red as she moved her body up, positioning her warm, alluring nethers over Luna’s snout. A glimmering red dildo appeared down between Luna’s hind legs, rubbing her softly. It was clear what Midnight wanted, and Luna got just a glimpse of the magical circles on her flank, and recalled for just a moment what those marked Midnight as, before lips met lower lips. Midnight moaned softly as Luna began to lick in slow circles. In one smooth movement, the dildo slid inside of the Princess, pleasure blossoming through her and spurring her on. She licked faster, kissing Midnight’s pussy hungrily, the red length pumping inside of her.

“MMmmmm…” Midnight moaned, shifting her rear to press against Luna’s tongue. “Deeper, Princess. Let your lust really take hold.” the dildo pushed in deeper, harder, sending jolts of pleasure up her spine. Luna gave a muffled moan in response, taking a hold of Midnight’s flanks as her tongue probed deeper, strong feelings of lust and need pulsing through her, heating her blood.

The sly smirk on Midnights face grew as a red shine came from the dildo buried in Luna. The pace increased again, each thrust going deeper. The waves of pleasure and heat filling Luna grew stronger, and Midnight’s horn and eyes glowed brighter. Luna was practically suckling at her marehood now, little gasps and moans slipping out of the corners of her mouth.

“Just a little bit more, Luna…I’m so close…” Midnight panted out. She leaned down a bit, whispering “Take it all in…” The glowing red length pushed in deeper, and Luna closed her eyes, her licks and kisses growing more frenzied. The dildo pulled back, then pushed in hard and slow. Midnight moaned out loudly as Luna’s licking pushed her over the edge of pleasure, and the red glow from the dildo strengthened. It kept pushing in, the back of it passing Luna’s nethers as it entered completely. It was Lunas turn to moan out as an explosion of pleasure burst through her body. The warmth from the dildo spread through every nerve, heightening and extending her orgasm.

Midnight clambered off of Luna as she bathed in an afterglow that seemed to last an eternity, finally settling down to just a warmth in her belly, then just a tingling to her skin. She sat up, out of breath, looking at Midnight.

“I hope you feel better.” Midnight said alluringly, her tail waving back and forth. “Of course, if you’re not quite satisfied, you can always come back with me. I’m sure Lilith will be happy to cure your ache…”

Luna shook her head. Though she was still feeling the aftereffects of that…wild…session, she was thinking much clearer now. It was obvious that holding her lusts in check had been taking a lot of her focus. “No, Midnight. I’m still intent on stopping Lilith, before she can do any more damage to Equestria. You can help me, you don’t need to depend on her for these feelings.”

Midnight only smirked as she slipped back into the shadows. “You can’t lie to yourself forever, Luna. Lilith knows your true heart, and the sooner you accept that, the happier we’ll all be…”

Author's Note

Pinkie-NOPE IT'S LUNA.

Don't worry, we'll be back to Pinkie soon. I feel good about this chapter. It's a good chapter. Not looking foward to writing more of Pinkie; she's difficult to capture, as Lilith will soon attest, ha ha.