It had been a long time since Nightmare Moon had set hoof in Ponyville. During Luna's exile to the moon, Nightmare Moon was at first outraged at her misfortune. As time passed even the seemingly unending flame of Nightmare Moon's rage began to subside.

Then, and only then, the most unlikely of things happened. Luna was able to eventually made peace with Nightmare Moon. Faced with the prospect of being trapped for an eternity on the moon, it made much more sense for the two of them to get along. Over time, Luna was able to make peace with Nightmare Moon. She was able to return to her normal form. Luna vowed that if they were able to return to Equestria to allow Nightmare Moon one night to enjoy herself. On this night the citizens of Equestria as a whole gave tribute to Nightmare Moon in the form of treats. They would wear costumes which made them look more like horrors and creatures of the night.

Nightmare Moon recognized that they would do this in her honor and it pleased her greatly. The citizens of Ponyville especially would go to great lengths to make a pleasing offering to the queen of the night. They say that if they would make an offering that would please her they would be blessed by her generosity. This was true, but at the time, the ponies had no idea what they would be getting into...

~ Fast forward to present day ~

Luna had enjoyed a year back in Canterlot castle and was sleeping peacefully in her bed after moving the moon for the night in order to make room for the dawn. Nightmare Moon appeared in her dream, wearing very little aside from underwear. As Luna looked around, she found that her dream looked just as her bedroom did but in her heart of hearts, she knew she was fast asleep.

“Luna, its been some time since we'd spoken, I miss our time together, but the night is upon us once more. If you'll allow me to take control, I'll show the citizens of Ponyville a night they'll never forget.” Luna sighed. “Enough with your dark ambitions, Nightmare, I won't allow...” Nightmare Moon stopped Luna from speaking further by placing a finger over her lips. Luna Pouted in protest. “I said that.....” Nightmare Moon stops her once again.“Listen, little one, my actions wound up with us on the moon for millenia. I don't want to repeat that again. Even I am capable of learning from my mistakes, Luna, and the last thing I want to happen is to drag you along in my punishment.”

Nightmare Moon sighs, her massive chest jiggling cutely as she does so. “I think on some level we'll always be two sides of the same coin... we're linked, you and I. We've made peace and I don't want to be of further trouble. If you'll listen to me, I think you'll find that I have some very interesting ideas for this Nightmare Night.”

Luna could sense her sincerity and sat up in her dream. Nightmare Moon sat on the edge of her bed and began to describe her plans. “I'm going to be blunt, I want sex, and LOT of it. In short I want to give those ponies an intense night of sexual desire. I really want to some fun...but this time...THIS time, they'll want me to return next year as well. Trust me, if we follow through with my plans this truly will be a Nightmare Night they'll NEVER forget!” Luna, to say the least looked shocked. She blushed a bit and giggled. “Admittedly, I was NOT expecting that, Nightmare Moon. That's so deliciously naughty!” Nightmare Moon giggled and nodded. “It is, so are you in ?” Luna nodded eagerly, and the two of them spent the rest of her dream planning out what was to be done.

It was a few days later that everyone's invitations began to arrive in the mail. It was announced that Luna would be hosting this year's annual Nightmare Night celebration in a clearing in the Everfree Forest. Due to her own shyness and the promise of the appearance of Nightmare Moon the engagement would be limited to a handful of ponies. Luna had been back in Canterlot for a year or so but was still getting used to being around large groups of ponies.

When the night finally arrived, the ponies that had been invited were wary of meeting in the Everfree forest for a party, but that made it seem more authentic and spooky. Besides, everyone knew that this party was going to be attended also by Celestia, that in itself was enough to reassure them that things would be on the level. As the ponies began to shuffle in and arrive, they saw the spooky decor and smelled the deliciously spooky offerings that had been laid out on the refreshment table.

Nightmare Moon had spared no detail in making this the perfect gathering. Near the punch table she had several of the servants of Canterlot castle at the ready to make sandwiches and to serve finger food at the party. Before the party really started to get under way, everypony began to sample and indulge themselves in the delicious treats, sugary and otherwise. .Everything was delicious and many ponies thanked Luna and complimented her generosity. After this, ponies began to mill about and mingle. Luna took to the stage.

“Greetings everypony, and thank you for coming tonight. This is a once a year event, and I'm glad to see you've all decided to join me tonight. For many years Nightmare Moon was a feared figure of legend. After a millennium on the moon, she and I have made peace and would like to join you tonight. I see the moon is at about the right height so everyone draw their gaze to the lovely likeness of Nightmare Moon we have here this evening.”

As everyone looked at the statue, the eyes began to glow with a deep inner light. A booming voice was heard. “Greetings my loyal subjects, I'm most pleased that you've decided to join us. Your offerings of company and delicious treats have pleased me greatly and I would wish to join you. I see some of you have been noticing some of my 'treats' as well in the form on this statue. Fear not, ponies, for I want to make this a wonderful night for you all. I have so much to give you in return for your forgiveness and kindness.

Luna rises from the stage slowly surrounded by a swirling whirlwind of black magic as she began a transformation into Nightmare Moon. As she rose, she began go grow taller, the winds swirling around her, turning her wings into leathery bat wings. Before much could be seen the miasma of winds swirled around her, concealing her in a shiny orb of darkness, then exploding suddenly as Nightmare Moon cackled and touched down on the stage, spreading her wings open wide for show. Nightmare Moon flexed a bit, and stretched. “Ahh this feels delightful, I'm happy to see you once more, citizens of Ponyville. Eat and enjoy the party, but first, I could use a little company....”

Nightmare Moon points to Celestia and sends a bit of a lightning bolt to her. Celestia blinks as it seemingly does not phase her but then begins to rise and undergoes a similar transformation as Nightmare Moon had, transforming her into Solar Flare. Nightmare Moon hugs her sister as both of them stand naked together, bold and not embarrassed at all for everyone to see their marehoods or massive breasts.

The ponies were taken aback at the appearance of this frightful new pony. Aside from her fiery blue hair, she retained the same look as Celestia. Solar Flare smiled “Fear not, my pony subjects, this is perhaps my ultimate form, but I am still the same Celestia you've come to know and love. I have spoken with Nightmare Moon and we agreed this would be a pleasant surprise for you all. Lets get this party started everypony!” At that moment Solar Flare nodded to the DJ and, nodding back Vinyl Scratch kicks up the beat and everypony began dancing.

After a dance or so everyone began to relax and have a good time. Ponies posed with Nightmare Moon and complimented her on her beauty. She enjoyed this greatly, having not heard such things for many many years. Nightmare Moon took to the stage and tapped the microphone. “Alright everypony I've got a special surprise for you all, and it seems the time is now to reveal my plan.”

Without saying anything further, Nightmare Moon stepped back and caressed her breasts, the other hand, masturbating her marehood. Everyone stood frozen for a moment, at first shocked and then somewhat aroused. Nightmare Moon continued to masturbate, and as she continued, something seemed to fill her hand. Her breath became short and it was apparent that her tiny clitoris had now become quite large, she turned her hand and spilling forth from her groin was a full sized stallion cock. As the flesh extended and poured forth it became thicker and, harder, soon standing erect in front of her. That transformation was shocking enough that it was almost unnoticed when her testicles and scrotum descended, hanging heavily between her knees. Nightmare Moon gritted her teeth and blasted a huge load of spunk an impressive distance from the stage, hitting Celestia's cousin Blueblood right across the face, neck and chest. He recoiled in horror and spun around, falling to his knees. Nightmare Moon blasted again, coating his ass fully and completely in a huge and heavy wad of stallion spunk. Rarity fell to the ground laughing hysterically, loving the sight of Blueblood being humiliated. Rarity, still able to keep her wits about her, was still quick enough to take several photos of him being splashed by the errant spoooge, and his cum covered ass, exposed to the open air of the night.

The crowd laughed and he sprinted away from the crowd, covered from head to toe in Nightmare Moon's spunk. Solar Flare laughed and patted Nightmare Moon's shoulder with a giggle. “You could have been a LITTLE more subtle there, sis.” Nightmare Moon shakes her head. “I've never been one for subtlety, you know that.” Nightmare Moon turned to the crowd. “That wasn't the ONLY surprise I had in store for you. I had been weaving a little spell since you all had arrived.” Nightmare Moon pointed Cadence. “You get a penis!” points to another pony “You get a penis! In fact EVERYYONE gets a giant cock tonight. I've also set forth a MASSIVE kick in your libidos with a production in cum tenfold with little to no refractory period. I've randomized the spell slightly so those without horsecocks will get a massive boost to their libido instead. Enjoy everyone!”

The music stops suddenly and everypony gasps almost in unison as they begin to sprout huge cocks that would make the average stallion blush. As everyone looks up in hopes of gaining some help from Celestia, they notice that she, as well had grown a massive cock. Celestia sighs in satisfaction, stroking her new manly endowments and slips a bit of armored looking jewelry around it, further accentuating the length of her massive stallion dong. Celestia marvels at the weight of it, giving it a nice stroke with her hand, before letting it hang heavily in front of her, as she flexes her muscles a bit, making it bob in the most delightful way as she marvels at the rush of new intense, cerebellum cleaving sensations running through her brain, causing her to shudder and her marehood to climax several times in succession.

Nightmare Moon set her hands on her hips, watching the series of events that unfolded in front of her, smiling evilly and enjoying every moment of it as a connoisseur of fine wine would enjoy a prized bottle. This would be far more fun however as the ponies would soon be at the height of sexual ecstasy.

Among the first affected was Zecora and Rainbow Dash. Zecora had been trying to isolate the effects of poison joke into a much more controllable result. She wasn't originally part of the party but being in the Everfree forest, she was nonetheless effected. She had no idea of what had been going on, she was in the field and was going to leave the ponies to enjoy their party. As she was affected and started to grow her cock, she lost her balance and fell, spilling part of the formula she had been working on. Her chest grew hot, and she ripped off her top, caressing her breasts as they became hot and tingled all over. Her chest surged in growth, her breasts growing several cup sizes and her areolas widening, but it didn't end there. Zecora's nipples also thickened significantly growing to a much longer length. Zecora's vision blurred for a moment as her brain adjusted to what had just occurred. Before she could question anything she was overtaken by lust and began to stroke her nipples as she would a pair of cocks, while tentatively licking her cock, which was rock hard and bobbing in front of her face.

Zecora's mind reeled with the new sensations and once she was able to calm down a bit and assess the situation, she was interrupted when Rainbow Dash walked up to her, a massive dong bobbing in front of her as she walked. “I just knew you were into some weird stuff, but this is hilarious!” Zecora looked a little angry at Rainbow Dash. “How can you say that, have you been there long? Need I remind you, you also have a dong.”

Rainbow Dash shrugged and set her hands on her hips defiantly. “I should have known Nightmare Moon would be up to SOMETHING, but this feel amazing. My breasts are HUUUGE!” Rainbow's knees buckle a bit with her horniness as she rubbed one of her massive breasts with one hand and stroked her cock with the other, it was difficult to avoid the fact that she was getting very wet in addition to all that was already going on. Rainbow dash tried to stop herself but was unable to. “Y-you've gotta do something I'm so horny!”

It was hard to avoid but somehow she'd managed to do it. While Rainbow Dash was talking, Zecora's cock had grown even harder somehow. It stood there like a steel pillar, bobbing with every beat of her heart. Zecora reached out with her hands and touched it but she was so sensitive that it spasmed uncontrollably and sent a bit of precum splashing across her muzzle. To Zecora, it smelled irresistible, she licked her muzzle, which made her comment on how delicious it was.

Meanwhile, Rainbow dash had gotten down on all fours, and was rubbing at the crotch of her Shaodwbolts costume. Rainbow was lying atop her now enormous breasts with her long cock set between them. She was making humping motions, trying to titfuck herself, she was licking at the head of her flared cock as it popped up in between them. Having been unsatisfied with her previous attempts at masturbating, Rainbow grabbed ad the crotch of her costume and ripped open the groin of her costume, exposing her marehoood to the open air. Having freed her poor overstimulated sex at last Rainbow reached back with her hand and begins to rub. Rainbow's swollen blue labia lips responded immediately, puffing up and expanding, revealing her white hot mare cunt. Rainbow had always been able to use a finger or two to get herself off, but it simply wasn't enough. With little to no effort she was able to fit her entire FIST in her pussy, with a wet squelch, splashes of her vaginal fluid splashing out of her pussy and puddling on the ground beneath her ass.

“It-Its just not enough, goddammit fuck me you dumb bitch!” Zecora jumped at Rainbow's barking her orders, taken aback by her actions. Zecora had been idly stroking her new stallionhood and was making cute little zebra sounds as she did. As Rainbow yelled at her, she stopped and sat back on her butt. She couldn't deny that she was incredibly turned on. Even her now ridiculously long nipples seemed delightfully sensitive.

Zecora walked around Rainbow Dash and got on her knees next to her butt. Rainbow Dash, it seemed was always working out so her fine toned ass set before her. Zecora marveled at the ease at which Rainbow was fisting herself, and how incredibly turned on she was. Without saying anything she set her hands on Rainbow's ass and pulled at the flimsy fabric, exposing Rainbow's ass to the party goers. The spell has begun to take effect over the crowd but slowly, so that everyone could observe the effects, Nightmare Moon in particular was loving seeing all of this. Nightmare began to masturbate her stallion cock idly, licking her lips.

Zecora leaned forward and kissed one of Rainbow's asscheeks. Rainbow Dash bit her lower lip and moaned with desire, causing her pussy to squirt a bit of fem cum around her fist, glancing off Zecora's breast and splashing on her thigh. “Hmm...this is a mighty hot prize Rainbow Dash, but can you really fit my size?”

Rainbow Dash pulled out her fist and looked back at Zecora with pleading eyes. Zecora, using her thumbs pulled apart her pussy, showing her entire vagina to the crowd, all the way up to her uterus. Before Rainbow could respond, Zecora leaned in and gave her pussy a long extended lick, sending Rainbow over the edge, splashing pussy juice across Zecora's face. Zecora smirked and gave Rainbow's ass a big smack with her open palm, making Rainbow arch her back in desire, and moan. Zecora then moved into position, teasing Rainbow's pussy with the head of her cock. Zecora had meant to tease her a bit, but Rainbow Dash wasn't having it, she moved her hips quickly engulfing the Zebra's turgid member fully into the depths of her pussy.

Zecora, having been taken by surprise, nearly blacked out from the sensation, her vision blurred and a sense of pleasure and lust she'd never thought possible racked her brain. She took a moment to marvel at the intensely hot and wet sensation of Rainbow's pussy around her cock. Instinctively Zecora set her hands on Rainbow's butt and began moving her hips, enjoying the bevvy of new sensations. Zecora moaned, sending some hot precum into Rainbow's depths. Just this little bit was enough to send Rainbow Dash over the edge, she cried out Zecora's name as she climaxed, sending heavy ropes of salty jizm sailing through the air, each many times the size of a typical orgasm and landing in a heavy splattering sound a good distance away.

Zecora started increase the speed and her motion, fully giving it to Rainbow Dash. Rainbow's eyes rolled upwards as she gave a goofy expression as she was lost in pleasure and didn't care who saw her. In fact, she was getting off on being a bit of an exhibitionist. Zecora continued to pound her pussy, and soon she began to feel a tightening in her balls as they pulled up closer to her body as she approached orgasm. “This is incredible Rainbow Dash, get ready, I'm going to cum in a flash!” Rainbow looked dazed as she came again and again, Zecora grabbed her hips, SLAMMING that massive dong into Rainbow dash. Zecora felt her muscles tighten up and she blasted a huge load into Rainbow Dash filling up her uterus and making her stomach bulge a bit, her pussy was so loose, however that Zecora's cum blasted out over the ground behind the couple, making a huge white puddle of spunk, pooling around Zecora's knees. Rainbow Dash climaxed HARD again sending even more spunk sailing into the air and once her orgasm subsided, she looked back at Zecora weakly.

Zecora smirks and rubs Rainbow Dash's ass reassuringly. “While its true, we've had some orgasms en masse, rest assured, Rainbow Dash, I'm far from done with this ass....” Zecora ordered Rainbow to get on her back and titfuck herself more as she continued.

Meanwhile the crowd that gathered was enjoying the show immensely. Cadence and her assistant Queen Umbra watched with great intensity. Umbra was trying to keep herself from masturbating, but a trickle of her vaginal lubricant trickled in a steady stream, turning the leaves and grass beneath her darker in color, her estrus was also unmistakable, holding heavy in the air around her. Cadence touched Umbra's collar, making Umbra climax intensely. She squealed and nearly fell to her knees, but remained upright, if a bit wobbly kneed from the experience.

At one time, Queen Umbra was would have been as formidable as Sombra. She had a while back, been captured by the royal guards. Instead of reprimanding her or banishing her from the kingdom, Cadence had a much more interesting idea. Being that she was the princess of love, she decided it wasn't banishment that was in order, but rather rehabilitation. At first, of course, Umbra resisted and wanted nothing to do with Cadence. Umbra was happy being a force of pure evil after all. With the help of her royal guards, Cadence slipped a collar around her neck, and that's when everything changed for Umbra.

To her surprise, the collar was not some sort of mind control or any sort of spell to reduce her magical capacity. In fact, from what she could tell she had not been inhibited at all. What the collar did, however was make her incredibly horny. Once Umbra had fallen to her knees she began to masturbate in front of Cadence. She was unbelievably humiliated as she sat there on her knees looking ultimately defeated. To her surprise, however, her orgasm did not end. She was held at the height of sexual arousal and able to climax at any time, as MANY times as she wanted. Her life would from then on be a nearly nonstop orgasm.

Umbra LOVED this development and had removed the rest of her clothing to expose herself to pleasure herself more openly. As time went on Cadence would continue the 'love therapy' inviting a dozen or more of her royal guard to have sex with Umbra a night. Cadence was a loving master, however, making sure Umbra was happy, and at the end of the night was not sore and would not get pregnant. It would be a shame, after all to lose such a successful converted pleasure slave, and as it turned out a very capable assistant, as well.

In time Umbra's body came to be adjusted to that sort of constant stimulation. Cadence had offered to let her go several times, and every time she did Umbra would want the collar returned and want nothing more than to cum for Cadence nearly nonstop. It was perhaps humiliating at first, but then again, she was cumming so hard and so often she could scarcely care. Besides the stallions that Cadence would bring for her to pleasure were here trusted guard, and oftentimes very good looking, their well toned bodies rippling with muscle.

This wasn't to say that Umbra wasn't called upon to pleasure Cadence on occasion. What would turn Cadence on more than anything was to see Umbra at the end of the night covered in spunk, her puffy but very loose pussy, pouring a mixture of her own juices and what seemed like a gallon or more of thick, whipped, frothy spunk from a dozen stallions, pooling on the floor beneath her well used pussy. Cadence would walk up to her and Umbra would lick her pussy and once she was turned on would grow a massive cock to have sex with Umbra. Umbra would crave this more than anything, after all, pleasing her princess was one of her most revered of duties. She knew that Cadence would grow a cock that was especially designed to please her and challenge the flexibility of her pussy. Umbra knew that it would be Cadence that would further stretch her out. The thought of using her body to please Cadence in any way she could was an incredible turn on to her.

Flash back to the current situation and Cadence, holds Umbra from behind, caressing her breasts whispering in her ear. “I want you, right here, right now, in front of all of these ponies. I want you to take your clothes off. Nightmare Moon is up to something and I am unbelievably horny for you right now....” Umbra moaned at Cadence's touch and nods without hesitation. Umbra and Cadence whip off their costumes and as Umbra stands up Cadence sets some large vibrating nipple clamps over Umbra's nipples, extending them outward and keeping them there. “Eventually these are going to be fat and long enough for me to milk you like a cow. I want these fat nips t get nice and long.”

Instead of looking insulted, Umbra smirks at Cadence and moo's cutely with a wink. Cadence kisses her cheek and Umbra gets on her knees in front of Cadence, she caresses Cadence's massive chest and sucks on Cadence's fat nipples before getting to her knees. Umbra ses her hands on Cadence's hips and pulls her face in close. She hugs, Cadence's stomach, nuzzing her soft, pink skin, before pulling back a bit, setting butterfly kisses on her stomach and hips before nudging Cadence's marehood with her nose gently. Cadence smiled down at her and patted her head, her fingers stroking Umbra's horn gently with her fingertips. Umbra sighed softly in orgasm as she buried her face into Cadence's marehood, pulling softly at her labia lips and licking Cadence's pussy enthusiastically.

Normally this would take a bit longer, but under the circumstances, Cadence was unbelievably turned on already. Umbra could feel the bulge of Cadence's clitoris expand within her mouth. She knew the magic was taking effect as it began to lengthen in her mouth. Umbra sucked on it, and moved her head back, and as it popped out of her mouth, Cadence's now overly long clitoris flopped over Umbra'a muzzle but continued to grow. Umbra licked at it as she stroked it with one hand, the other hand, caressing Cadence's marehood.

Cadence moaned lewdly as her clitoris began to take on a more familiar shape and continued to grow, pushing Umbra's face back into her groin. Umbra had never thought of herself as a lesbomare, but she was more than happy to do whatever it took to please her beloved princess. Again, as many times before the smell of Cadence's pussy she found intoxicating, and found herself masturbating as she sucked on her labia, the taste spreading through her mouth.

As Umbra stroked her lengthening cock, it grew fatter in her hand, and continued to grow. Cadence had not used her magic much to alter Umbra's body other than modifying her vagina to be able to accept cocks of great length. If Umbra was able to fit it, she could take nearly anyone up to the hilt.

The ponies around Cadence began to gasp as they had never seen her with a giant cock before, as umbra continued to suck at her pussy, a lump of flesh began to form under her cock, and descend, forming a heavy, low hanging pair of testicles.

For a bit of a show, Cadence pulled on the leash, instructing Umbra to suck on her balls. Umbra did so with no hesitation, caressing them with a hand as she lay on her side. Using her magic, Cadence summoned a giant sized clear dildo and began to pump it in and out of Umbra's pussy. Umbra issued forth moans of heavy satisfaction as the dildo thrust deep into her marehood, occasionally making her climax and squirt. She was already very wet, and LOVING the fact that everyone was seeing her, She loved to be on display. Cadence loved watching this as Umbra had a puffy but very loose pussy. Her labia lips were nice and long, so as the dildo would thrust in, they would close around it and open as it was removed, this always reminded her of a butterfly's wings.

Umbra moaned lustily and Called out Cadence's name as she works the dildo. Umbra's marehood was splayed open for all to see and she loved it. With a dazed look in her eyes she smiled and nodded back at the audience for all to watch. Of course if someone wanted Umbra to suck their cock or have a handjob, they were invited to come closer to join in on the fun.

Cadence flipped Umbra onto her back, and began to prod her marehood with her cock, sparing no time. A pair of men could be heard shouting but they could scarely hear them as they were focused on having sex. Between Rainbow Dash, Zecora, Umbra and Cadence the argument was largely ignored with the lusty displays going on.

About twenty or so feet away King Sombra and Shining Armor were having a bit of an argument. “Clearly I've got the bigger cock, Shining, you wouldn't know how to HANDLE one this big!” “Whip it out, big man!” Shining Armor smirked. “If you're man enough we can make this a REAL competition!.”

King Sombra and Shining Armor Whipped out their cocks, and before Shining could say anything King Sombra grabbed his cock and slapped it against his own. “Just as I thought, you're a decent length, I'll give you that, but I'm still just a bit fatter and longer than yours is! Shining Armor nodded. Just by a bit though, what really depends is your technique and skill, what do you say Sombra, are you man enough to put yours to the test?

“Just what are you proposing, little man.” Sombra said with a bit of a laughing smirk. “I'm not into dudes.” Shining laughed. “Either am I, and even If I were, you're not my type. If you're comfortable enough I'd say lets have a little competition here, if you're comfortable enough that is.” Sombra smirked and smiled a bit defiantly. “Need to remind you I AM rubbing our dicks together...”

“Alright you two enough is enough....” Remarked Solar Flare as she and Nightmare Moon approached. “Its clear that a little intervention is required. “All right now, first of all we have the size portion of this taken care of, the next events will be pleasing a mare, volume, distance and frequency for a total of five events. Cadence, Umbra, we're going to need your help for this.”

As the crowd looked over at the pair, Cadence was just grunting a blowing a huge wad of cum into Umbra's pussy. After the two calmed down and caught their breath they nodded, and after a quick kiss scrambled to their feet and knelt on their hands and knees in front of Shining Armor and King Sombra. “Sombra, you are to take queen Umbra, and Shining Armor your wife, first to make their mare cum will get a point for this round!”

The crowd cheers as the stallions take their position. Meanwhile across the field, Zecora pulls out of Rainbow dash, giving her ass a generous coating of cum before sitting down to catch her breath. “Rainbow I never thought I would be the one to fill you with jizz, what a weird situation this is!”

Rainbow Dash, now back on her hands and knees giggled lightly, causing a spurt of cum to blast of of her over stuffed pussy with every bit. “M-my body its so hot!” Zecora's eyes grew wide as Rainbow raises her ass, her balls begin to grow larger and fuller, hanging down lower than before much heavier with seed. “It must have been the poison joke! That potion seems much more powerful than I wrote!”

Rainbow dash stands up again, this time a bit more wobbly. She whistles and a cloud appears, she lies down atop it, but now her cock and breasts hang lewdly down from the underside of it. “Thanks for all your help, Zecora, I'm going to visit some others at this party for a bit...” Rainbow Dash lifts up on her cloud and drifts away a bit, looking to meet others a the party.

It was at that moment that Nightmare Moon and Solar Flare saw Zecora sitting on the grass. “Oh well now, what do we have here? Zecora, my you've grown, look at those nipples!” Nightmare Moon smiled. She looked to her sister and the two of them pick up a rather dazed looking Zecora, who puts her arms around their necks. She looks a little dazed.

“What do we have here? Its a cute little zebra with a huge DICK!” Nightmare moon giggles as she holds up Zecora and strokes her cock idly with one hand. Zecora stirred a bit. “Princesses please, I mentioned before, I swear to you I can cum no more!” “Oh we'll see about that....” Nightmare moon zaps Zecora's balls with a her magic and before their eyes they grow heavy again and expand several times the size they started with. Zecora shudders with delight and moans as her testicles refil, making her even hornier than she was. Zecora looked as if she's filled with a little dread, as if she'd have to start all over again. “Lets watch the boys and work on Zecora together Nightmare!” Solar flare beamed a wide smile at Nightmare Moon.

Shining Armor and King Sombra were ready to go now that Umbra and Cadence were on their knees before them. King Sombra pushed he cock into Queen Umbra, taking her by surprise. Umbra squealed in excitement, as King Sombra began to fuck Queen Umbra's pussy. He had never found a mare able to take all of his cock, and he was definitely enjoying and impressed with her performance.

Shining Armor took the time to kiss his wife before beginning to have sex. She was incredibly turned on by the proceedings and was already hot and ready to go. After a moment Shining Armor set to motion they were both off to the races. Shining Armor knew full well how to please his wife, but Sombra was definitely no slouch in competition, even when it came to having sex.

Sombra and Shining armor were neck to neck having sex side by side. Cadence's cock bounced helplessly between her breasts with every stroke. Rainbow dash floats over in front of Umbra on her cloud. Umbra reaches up grabbing her cock, sucking on it lustily as King Sombra caresses her breasts with one hand, the other on Queen Umbra's ass nonstop pounding it from behind.

Nightmare Moon and and Solar flare continue to work on Zecora. Absentmindedly Nightmare Moon continues to stroke Zecora's cock while Solar flare had started to tease her pussy with her hand at first and is now full out fisting Zecora at a faster pace. Zecora is unable to form words as her body convulses several times in full body orgasms from her marehood as solar Flare relentlessly fist fucks her pussy and Nightmare Moon strokes her long, flared stallion endowment.

“Just a reminder you two studs, the loser has to please both me AND my sister!” Nightmare Moon cackles evilly and continues to stroke Zecora's cock. Once in a while Zecora will try to say something but either Nightmare Moon or Solar Flare kiss her in response or suck on her ridiculously long nipples, further stimulating her.

Everyone began to surround the two stallions, watching intently. Not a ONE of them would have ever believed that they would see Princess Cadence having sex so publicly, unashamed and out in the open. Then again, not a one of them would have believed that Queen Umbra was anything other than a faithful servant to Princess Cadence. Anyone watching Queen Umbra would notice could clearly see she'd had sex with countless numbers of stallions. Every time King Sombra would pull his turgid member out of her quivering sex, the walls of her deep black vagina would pull out with it a good two inches or more, displaying how overly used she'd become. Cadence loved her love slave dearly and did her best to make sure that she would be taken care of. Cadence loved to see her stretched out, splayed open, covered with cum and asking for more.

Cadence blushed as Shining Armor continues to have sex with her, his balls padding her ass gently as they always did. She shook her head and calmed herself a bit carrying on. She was thinking how hot she was getting when she, looked over at Queen Umbra. Umbra was being pounded wildly by King Sombra and she cries out in orgasm, her pussy juices splashing over King Sombra's thighs. She felt her climax building and she cums just a few moments after Umbra does. King Sombra had beaten her by just a hair, and with this, King Sombra had already won two of the five events. With a quick smack of her ass, he declares his superiority and pulls out, still hard, dripping with her juices. Princess Cadence's orgasm is no less impressive, as she calls out her husband's name, her cock blasts a heavy load at least ten feet in front of her. After she climaxes her hips tremble as she struggles to catch her breath from such a massively body racking orgasm.

Rarity and Nightmare Rarity, who had been quiet up until this point walked forward, their thick equine shafts bouncing in front of them. Rarity herself seemed much more embarrassed, she was blushing hotly and trying to make the best of the current situation and keep her composure. “Now, its time for the next leg of this competition. This will count for two separate categories and therefore will be worth two points. Its obvious that we have to account for volume AND distance in one go.”

Nightmare Rarity's horn glows as she conjures a pair of open ended clear floor mounted stationary vaginas. Using these it would be very easy to see the two men in action. Nightmare Rarity also conjures up some lubricant and gives the stations a generous coating in lubricant. Once he makes sure Cadence is alright, he gives her a loving kiss and joins King Sombra at the mounting stations. Nightmare Rarity walks behind them with a confident stride. “Now boys, play nice, first one to cum doesn’t necessarially win, but the biggest, juiciest, furthest flung load wins this round. Once we declare that the one to cum the fastest right afterward will win the last and final round.

Nightmare Rarity smiles as she stands behind the two of them. One hand caressing each of their butts as she licks her lips. Before either of them can protest, she smacks both their asses and shouts “GO!”.

With no hesitation, the two stallions hump furiously at the mounted devices each vein, ripple and motion of their cocks can be seen at all angles, their balls swinging and slapping their thighs as they go. At this point they have the attention of the ENTIRE crowd of equines who idly stroke their cocks in anticipation watching the two stallions in their intense sexual battle.

With no warning Queen Umbra snaps a collar on Rainbow dash and yanks her out of the cloud demanding her to fuck her while they watch. Rainbow needed no order and resumes the work that King Sombra had started. “F-Fuck YES RAINBOW! You're REALLY good at this. Work that sweet ass and make this loose mare cunt your own! You're SOOOO much better than that Mean old King Sombra. She squeals as she climaxes again and again, her eyes rolling back into her head as her orgasms pile up one on top of the other, oftentimes not finishing before more and more start up. She grabs Cadence's cock and begins to blow her. This pleases Cadence greatly as she rewards Umbra's efforts with a spurt of thick, sticky precum. Cadence knew this look well, Umbra would enjoy the onslaught of hundreds of orgasms wanting for more cocks to keep her going.

Solar Flare and Nightmare Moon walk closer to Umbra, so they can more clearly see Sombra and Shining armor at the mounting stations. Zecora protests a bit as Nightmare Moon again refills her balls ans sets her down. Once again, driven by uncontrollable lust she thrusts her cock into Rainbow Dash, humping away wildly, her pussy gushing fluids and loudly squelching with each wet thrust. Zecora's pussy hangs open loosely from the fist fucking Solar Flare had given her, her overstretched vaginal lips flapping and hanging open with every thrust. Rainbow Dash moans in protest for a moment. “N-n-not again!” But driven nearly mad by the unnatural levels of lust in her body continues to hump away at Rainbow's gushing, near-constant cumming pussy.

“HARDER ZECORA, I want to FEEL it!!” Shouts Queen Umbra, and Zecora thrusts wildly into Rainbow, making her ass ripple from the impact and making her breasts bounce. Rainbow Dash moans... “Y-you're stretching me out Zecora it...it'll never stay closed again...” Nightmare Moon smirks and increases the width of Zecora's cock. Rainbow moans with the extra effort but clearly she's loving being pushed to her limits. Meanwhile Rainbow is still having sex with Umbra who's also giving Cadence a blowjob.

Nightmare Moon whistles as she observes Queen Umbra. “Even as big as Rainbow Dash, that pussy's got room to SPARE. My compliments, Cadence, Queen Umbra has come along quite nicely.” Cadence nods. “Oh yes, she's come a long ways but that pussy is easily the loosest in all of Equestria.”

Their conversation is interrupted by the sound of several determined stallions as King Sombra and Shining Armor are neck and neck at neck at the mounting station. Rarity licks her lips as she uses her magic to create a giant hand to stroke her cock, taking her lead Nightmare Rarity does the same, and with a quick glance at each other switch off and stroke each others' cocks with their magical hands. Before long they're panting and blushing as they stroke each other off as the studs hump away.

In Rarity's eyes it was magical, each flex of those asscheeks, the swing and impact of those low hanging testicles with each thrust. Her train of thought was interrupted as King Sombra whinny’s loudly, blasting a heavy load of spunk a good ten feet or more, each of his dozen or more blasts, issued forth a seemingly ludicrous amount of cum, each landing with a liquidy and heady thud in the soft grass. King Sombra held onto his station, visibly panting as he steadies himself. He smirked looking quite pleased with himself. He smacks shining Armor's ass as he comments “Maybe next time....”

King Sombra is cut off as Shining Armor's jizz EXPLODES out of his cock. He was already at a hair's trigger but the smack on his butt was enough to set him off. He cries out Cadence's name as he blasts a sizeable load more than twice as far as King Sombra had, and a dozen more subsequent blasts. The ponies gasp in amazement as Shining blasts off. After which, he holds onto the mounting station for support. He stops moving his hips for a moment, letting his orgasm cease. He begins moving his hips a moment later and shortly after blasts another huge was of cum sailing high into the air.

Rarity and Nightmare Rarity climaxed at the same time, they cried out in pleasure watching the hot, toned stud hump away wildly at the mounting station. He barely noticed Rarity's cum glance off his left flank as he continued his intense lovemaking skills.

Sombra, who was already taken aback by the force and distance of his load, was speechless to see him have massive orgasms one after the other. When his orgasms subsided and he was finally able to catch his breath, he patted King Sombra on his shoulder. “Next time indeed old man, this was fun, we should try this again sometime.” “Th-that was UNREAL..it MUST have been some sort of magic that....” Sombra looked around, clearly shocked, almost in a panic to defend his manhood.

“Actually...you had the advantage, Sombra.” Cadence chimed in. “You see, Shining Armor always wears a talisman that makes him highly resistant to magic since our last encounter. Sure he was turned on by Nightmare Moon's magic but he wasn't affected by it like you were, he's just that big and potent normally.”

Shining armor took a deep breath after taking a deep breath after a long drink of punch. “She's right, Sombra, that and you were also aided by Queen Umbra's collar. Few know about it, but it keeps her at the absolute peak of sexual stimulation, so you REALLY had the upper hand there.

Sombra looked around for a moment. “Really? I was still able to make her cum faster than Shining Armor was able to make his wife.” Cadence giggles. “Oh please, he's a master, he can make me cum dozens of times even when we have a quickie. I was totally holding back.”

Nightmare Moon and Solar flare approached the two of them, applauding as they approached. “Very entertaining you two, you've really stolen the show with this fun and unexpected competition. You have my admiration and accolades Shining Armor, I will grant you the increase in your cum production as a reward.” Nightmare moon smiles, licking her lips, looking incredibly pleased. “But this competition, as unforeseen as it was, has some ...consequences.... I should hardly punish the winner of this, so the loser well....gather round everyone!”

King Sombra looked a little alarmed as he was surrounded by all the ponies. “You can't destroy me! I have to know! HOW! How does Shining Armor have that level of sexual skill?”

Princess Cadence giggles as she strokes her cock. “You see Sombra, what we had here was a fun competition, but this little bit of fun? This is like a DAILY coinsurance for Shining Armor, you have no idea the sexual workout I put him through on a day to day basis...” Shining Armor smiled and kissed his wife's cheek. “Its true, it was medium sized orgasm, Cadence and I made love extensively this morning, otherwise I'd have performed better.”

King Sombra looked shocked, and was about to ask a question as a blast of jizz from Rarity smacked him across his butt. He turned around and looked disgusted and angry at her for a moment before Cadence's cum blasted his stomach up to his cheek. He looked even more grossed out as he realized what was going on. He had become the cum target for the entire group of ponies. Nightmare Rarity came over his face. He staggered a bit, trying to clear his vision, his eyes stang as he dropped to his knees. He lost track of who was hitting him from what angle. By the time the crowd pulled back, he was covered from head to toe. He scarcely could have looked more disgusted, but was, from tip of horn down to the and of his hoof, painted completely white.

Looking ultimately defeated he cleared the spooge from his mouth and over his eyes and stood up again. By now the ponies had resumed making love and some had decided to lie down to rest a bit. It had been a long tiring night. King Sombra straightened up and tried to regain his composure, covered in cum from head to toe, but looking as menacing as ever. He walked up to Nightmare Moon and Solar flare, smacking Nightmare on the ass as he approached. He cleared his throat. “Well I suppose ladies, it may a be the prize of a loser but you did mention that the loser was to please both you and your sister. I don't consider that to be a booby prize, but those are a glorious pair of flanks and I'd love to claim my prize....”

Nightmare Moon and Solar Flare smile at him. Nightmare Moon licks her lips. “Mmmm, sister, I couldn't have foreseen him being so eager, this makes me so hot. What do you say.” Solar flare nods with a smile. “Indeed, I think its time for him to get to work....” Solar flare moves her cock toward his face, as does Nightmare Moon. “I did say you had to please us, but I didn't say how. Now, get to work, Sombra, we've got quite a lot of cum backed up...”

Sombra blinked at looked at the two of them. “You can't be serious....” A nudge o his cheek was all it took to tell him otherwise as Nightmare Moon's massive flare spurts a bit of precum across his muzzle. With a smirk and a bit of a sigh he giggles and shrugs, holding up their massive cocks to his face, and licking across their flares. The sister's shudder in pleasure. “Oooh, this truly has been the BEST Nightmare Night ever!” Solar flare declared.

Several hours later the sun started to rise on the horizon, all of the ponies were lying in the field cuddling or naked on the ground. At some point in the night. The table with all the refreshments had disappeared as well as most of the decorations. Near the center of the field was what looked like a huge puddle of...was that water? No, it couldn't be...the smell of cum hung heavy in the air as King Sombra floated in the center. He stood up, and stumbled dunking himself in the viscous fluids, trying to look nonchalant as he stepped onto shore and out of the cum. “I'm not particular to stallions if anyone's thinking that, but that was INCREDIBLY HOT with the princesses.” He giggled to himself, and looked at his reflection in the cum puddle forming under his face. He chuckled lightly and brushed his hair back. “But boy....am I looking forward to next year...” he whispered softly. With a smirk.

Luna and Celestia woke up and stretched, standing up slowly. “Well sister, was that not the most incredible Nightmare Night ever?” Luna remarked looking cutely up at her sister. Celestia blinked and looked around. “That was..um...that was.....we....we're going to do this next year, correct?” Luna laughs loudly and nods. “Oh yes, DEFINITELY!”

Celestia looks around, surveying the scene. She sighs with relief. “Well it seems as if this was an isolated incident anyway, lets gather up our things and head back to Canterlot castle. The girls nod, gather their things and teleport their way back to Canterlot castle.

Queen Umbra, looking a bit dazed as she sits up and looks around dreamily. “That was the BEST Nightmare Night EVER! I lost track of how many times I came, did I please everyone princess?” Queen Umbra hugs Cadence's waist, with a squelch of her cum filled mane. Cadence giggles and nods. “Oh you sure did hun, lets head back and get you cleaned up. If you're up to it tonight, I know a dozen or so royal guards that could use a little loving...” Queen Umbra's eyes light up and she nods eagerly, without saying a word she, while still on her side, lifts a leg and pushes out a gush of white cum out of her pussy, leaving a big puddle on the ground behind her.

Cadence blinks. “Oh my...” “Theres a LOT more where that came from, they really filled me up!” Cadence blushes hotly...and gathering Queen Umbra and her husband up, teleport back to their room in Canterlot castle. “You two, back to the castle...NOW, your princess needs servicing!”

Back at Canterlot castle, Celestia breathes a sigh of relief. Nightmare Moon walks in from the opposite direction, greeting her sister. “Now now, Celestia, I mean no harm, but everyone seemed to enjoy themselves at the party tonight. Did you happen to notice the statue last night?” Celestia nods. “I did think it was rather gauche of you to include a lewd statue of yourself in the middle of a party YOU were throwing...”

Nightmare Moon cackles and giggles cutely afterward. “Oh I just KNEW you were going to say that. What you didn't realize, however is that statue did serve a purpose. Its really more of a conduit to amplify my magical power. The purpose of the party was not to just turn roughly a dozen ponies into a crowd of humping fools, but instead to gather and intensify the power of their lust. If you look around Ponyville and the surrounding communities, this is a common scene amongst MANY ponies last night, you were simply unaware of the extent and reach of my power. You can reast assured, dear sister that the ponies of Equestria know me in a completely new context, not as a crushingly oppressive ruler, but now they'll associate me with a night of unbridled lust. How is that for a change of image?

Nightmare Moon cackles again, and is surrounded by a black mist of clouds, it forms a black orb around her and leaves Luna sitting there instead.

“Sister I'm sorry, I had no idea it was going to be so...” Luna looked like she was about to cry. Celestia whistled innocently and looked around. “That was um....that was....just ...warn me about that next time I wasn't prepared for such intensity. But I sure am looking forward to next nightmare Night,I tell you that much!” Celestia Kisses her sister's cheek and sets an arm on her shoulder, pulling her close.

Celestia and Luna took some time to survey the land using a magical globe. Indeed what Nightmare Moon had said was true. All over Equestria ponies had been making love as they had in the field, splatters of cum and vaginal secretions were found everywhere, oftentimes making puddles in evidence of the larger gatherings.

“Oh wow, I guess they call him 'BIG' Mac for a reason, look here sister!” Luna points to a section of the display where Big Mac is surrounded by several mares, he's lying on his back asleep, his long, thick black cock stretched out between his legs. Celestia's face grows bright red as she turns away to head for the bedroom. “I”ll be back later sister, I have um...needs to attend to! Important PRINCESSS NEEDS!”

Luna giggles as she watches her sister trot away undeniably horny and aroused. The unmistakable sound of Cadence, Umbra and Sombra could be heard through the south wall. Luna looked into a mirror and saw the reflection of Nightmare Moon. “Thank you Luna for an unbelievable night of passion and lust. Until next time, my dear princess.....next time....”