#22

I was asleep but not for long, I could feel a numb stinging on my neck and heat pressing against my body as I involuntarily raised my hand to rub my face from the right side. I slowly began to open my eyes, it was still dark out, I blinked several times before finally opening my eyes fully and staring at the ceiling. My body and mind where numb by the sudden awakening, I could feel my eyelids trying to close down on me as I could feel my eyes roll back again but another numb sting made my eyes slightly open more, enough to see the blurry ceiling.

"What the…" I asked myself as I raised my hand to rub the blurriness out of my eyes, I blinked them again and fully exposed the ceiling just before another sting came from my neck again but this time I felt the slight pain that came from it. Fully aware of my senses, I moved my eyes to my left to spot her again: The Nightmare.

Her eyes remained closed as she bit down on my neck holding me with one hoof while the other went between her legs. I blinked again several times before she tightened her eyes more and bit down harder on my neck as let out moans in ecstasy. I cringed my face as she bit down harder and harder as she moved her hoof between her legs faster.

"Luna…" I whispered in an alarming tone, I couldn't take the pain anymore, she slowed her movements before slowly opening her eyes, her eyes reflected off the moonlight the entered the room through the window as she began sucking on the spot she had bitten me. The pain eased a bit as she gently sucked away at my probably punctured neck, I began to feel the lewd effects of her actions affect me, the painful bulge in my pants and heavy breathing.

I gulped down heavily as she began moaning even louder, her moans made my back arch and my fingers stiffen as my shaft couldn't handle any more restrainment. I ran my hand to the button that held my pants together and undid it, releasing the buldge and stress out of me as looked back to her. My eyes widened as I realized that what I had done before wasn't a dream, it was as real as this pain.

"Who…who are you?" I asked under my breath making her blink her eyes a few times before she widely opening them, her sucking ceased and so did her masturbating. I stared at her the same way she stared at me, I had done something wrong and I felt it as the get up that this 'Nightmare' wore just evaporated into the darkness of the room and her eyes reverted back to Luna's. I felt the sharp points of her teeth in my neck become dull and a few whimpers come out through of her.

HO-LY…FUCK!" I thought as she disconnected her mouth from my neck and tears began streaming down onto the bed as she raised her completely soaked hoof to her face. The lewd smell that came from her hoof and companied by her excessive whimpering put me in a state of "what the fuck just happened!?"

"Ben…I'm sorry…"

I was silent, shocked into silence, she was crying and probably regretting everything; this night and probably everything before that: I couldn't have that happen. I wrapped my hand behind her and gently wiped away her tears with the other even as they continued pouring out. She glanced at me, shocked as she may be, I wasn't going to let her feel wrong for what she did, this was my rule.

"Don't feel ashamed for what you did…" I whispered to her as my hand slowly rubbed around her body, she gave a slight moan as I passed over her belly and rubbed around a couple times, her leg twitching every time I tease about going lower. I smiled as she let out a heavy breath full of ecstasy as she looked like she wanted to near my face a bit but stopped herself.

"Don't worry Luna, I'll encourage you…" I whispered lowering my hand lower deeper into the crevasse her legs made and rubbed gently the area above her trap, I could feel her legs tightening around my hand as she took faster breaths of air and drooled a bit on the arm I used to hold her. I felt the area around her legs; warm and wet, almost the way I felt inside right now.

Her breathing turned to moans as I finally drove my hand over her slit and rubbed on it up and down and spilt it open. She huffed out her moans with her tongue continuing to drool on the bed hanging as she threw her hooves around my head. I smiled widely before she pressed my face to hers, our mouths finally connecting, followed by the long-lasting tongue to tongue combat we had as we allowed our minds to carry forward.

"Ah! Ben!" She moaned out loudly arching away from me, before covering her mouth with both of her hooves as I let one of my fingers slip through her lips and burrow as deep as I could send it. I thrusted in and out and squirmed around her love tunnel, making it produce strange sounds as she trembled. The lewd sound she was creating forced me to insert my second finger in, which threw her off the grip of sane, she began to laugh out short breaths as she stiffened her arch and used her magic to force in another one of my fingers.

"Kinky are we now?" I asked as I forced all three fingers to mess her up, she couldn't contain her moans and heavy panting. I knew she wanted more and so did I, I placed my mouth against her chest and gave her a slow and prolonged licking session, making her even louder.

"Ben…you-ha! Will make me wake up my sister!" She lewdly exclaimed, I grinned at her response and slipped my hand out of her vagina leaving a trail of love juices as grabbed both her legs and turned her over. Her eyes widened as I chuckled at such a close view of her royalty, I had her pinned to the bed as I lowered myself below her and sank my mouth into her tunnel.

"Ben! Ha! Ben!"

"What is it?" K asked as he slouched over Flutter's couch and took a chunk out of the cupcake Pinkie had given him. Flutters looked out the window with both hooves on it as she hovered in the air, sighing at the absence of Ben in her home. It was about three hours past midnight and Flutters hasn't slept, leaving K to result to his curiosity.

"Do you think Ben will be alright?" She whispered turning to K, he placed the cupcake on a lampstand before sitting up straight on the couch with a grin over his face.

"Ben isn't the type to leave and not return, especially when he's got an over attached pony by his side!" K said referring to her, Flutters raised her head and tilted it over to one side as she smiled shyly.

"Yeah, I guess you're right."

"Of course, I'm always right!" He said playing around hoping to get her to lay off Ben's case, Flutters giggled before nodding her head and moving up to him on the couch and resting a bit. K raised an eyebrow as she placed her head on his lap and yawned.

"You have some courage to do that…" K admired as he took another bite out of his cupcake finishing it off, Flutters opened her eyes half-way with a smile over her face and a slight blush appearing on it. K's face twitched slightly as the sweet frosting in his mouth gained some more flavor with Flutter's smile

"Why? You're -yawn- another friend I love…"

K gulped down what seemed like the rest of the bread but it was only his feelings, his hand slowly found a way to land over Flutter's mane and stroked it gently. His insides were a mix between how he ended up being so kind and what to do with Flutters: Was I too kind? What will become of me? This isn't bad, is it?

"What about Ben?" K asked looking down at her as she closed her eyes and loosely let her body rest.

"I love you both, can't I have you both?" She faintly asked as her smile faded, K smiled an emotional smile, something he never thought he would do.

"Of course, you can…" K said chuckling a bit, Flutters smiled along as she slipped out a few words.

"I know, I trust you…"

"Why?" K asked raising his brow again, Flutters giggled a bit before so sighed and finally falling asleep but not before giving K his answer.

"Because…you're always…right…"

"Of course, I am…" K whispered out as he placed his hands under her and picked her up, she was light, warm, and about much of a wonder as K's existence. He walked her to Ben's room and flung the door open, K looked around as he entered the room and put Flutters in bed, her smile disappeared when she left his hands.

K took a step back and lifted his hand to his chest before concentrating his energy on it, in a matter of seconds K felt a strong pain that forced him to the ground as she grunted in agony. He huffed away the pain and stood back up, now he had charged up energy into a ball that glowed with a dark aura and radiated his energy as he looked at Flutter's innocent look.

"I'll never forget what you did for me tonight, as a gift, I'll give you this…" he whispered as he powered up the ball that contained a piece of his soul…his demonic and powerful soul. He placed his hand over Flutters chest as she pressed his soul into hers gently, trying to not wake her.

"Mmm…" Flutters moaned as K finished placing a piece of his soul in hers, K smiled widely, his face drenched in sweat and his hand shaking violently and his legs feeling like thin sticks on the verge of breaking. This was his last one, the last and only pony he would do this for, no other pony would take the honor K has given her, the honor of being a Demon Holder.

K's soul was split in three: one piece is his own, the second was in Ben's soul, and now Flutter's was the third. K smiled as he couldn't support his legs anymore and crawled to the left side of the bed and climbed onto it, sighing in relief once he made it on. The pain he felt right now would be unbearable if it weren't for who he gave this power too if he were to split his soul into four…he'd die instantly. He turned to Flutters to see her smile had returned as she wrapped her hooves around his arm and held it tightly.

"Protect your friends too Flutters, goodnight…"

She forced my head further into her crotch with her legs and magic as she covered her face with a pillow, stretching it to the point of nearly to rip it. I tasted the flood of juices she released as I pleasured her further, she tasted sweet and I had no argument against the way she forced me down.

"MMFFGGGM…!...MMMM!" She muffled louder with the pillow over her face as I softly bit down on her clitoris and finally triggering her final stage. She tightly squeezed my head to her crotch with her legs as she had finally released all the stress and heat she had built up onto me.

She slowly let go of the pillow as it came off her she panted heavily with her tongue hanging out, completely lost in the heat of the moment as I moved up to her side. She turned to me with a nervous chuckle escaping from her as I bopped her on the head.

"Not that hard was it…" I teased making her throw the pillow at me, it was soaked with her saliva.

"I…I…love you!" She yelled as she embraced me in a tight hug, I did the same before something stung me below and Luna lifted an eyebrow as she looked below herself, our eyes widened as it was clear my erection had not been satisfied, she studied my erect shaft as it twitched insanely quick.

"Woah…" she whispered as she flipped to face it inches away from her face, I was going to sit up but was immediately stopped when I felt her warm breath hit the boxers and it twitched again.

"What is this?" She asked as she placed both her hooves around it making me stiffen up from the back and legs. She noticed and smiled a bit as she used the top of her hoof to tease the head, moving in a circular motion and applying pressure to all sides, making my breathing heavy and slow.

"You know…what it is…" I responded trying to speak between breaths of air, she tilted her head and looked it curiously before looking back at me.

"But it's huge!" She exclaimed in a whisper, I shook my head in denial.

"You know I got nothing…to a stallion…" I said as she used her magic to peel off the boxers, she struggled a bit as she pulled them off until she used her teeth to pull them back, scraping the already sensitive tip. I cringed my face a bit as it bounced back and forth as Luna stared at it wide-eyed.

"I don't know what you mean…THIS IS HUGE! and funny looking, you've gotta take in that your way bigger than stallions!" She repeated as she picked it up with her magic making it stand straight up, proud and mighty. I realized how true it was, I was way bigger than a stallion when it came to physical size.

"So, this is a human's shaft?" She rhetorically questioned, looking a bit dazed as she placed her mouth closer it, by now it gradually twitched with every breath she took. I stared at her with a few chuckles escaping my mouth as she cautiously opened her mouth wide open to take it in. I shivered as the warm air that radiated from her open mouth and wrapped around my rod.

"Have you done this before?"

"Nope, but I've seen dreams about it!"

Figures…Woah hey! CONTACT! CONTACT!"

She placed her lips on the tip and slowly let the tip widen her mouth as she slid down it. I placed my hand firmly onto the bed sheet and gripped it tightly as she reached about half-way down before she stopped. I could feel the back of her throat as she closed her eyes and tried to go further, my eyes widened as she slowly began to move it down her throat.

"Woah, take it easy…you-"

It was like my words made her do the exact opposite, she used her hooves to grip onto my thighs as she full-forced my dick down her throat, I gripped on tighter to the sheets as she rose up again and did the same again. She gained a steady pace as she traveled up and down and rotated her tongue around the tip all the while I began to feel the stress build up as I neared my climax. It seemed the more I tried to hold back, the faster and sloppier she got with it.

"Damn it…" I whispered as I let my head hit the pillow behind me, I could now feel the satisfaction and how strangely addictive this was.

This went on for minutes, I felt like soda bottle being shaken up but the cap just won't pop out. I looked down at Luna as she smiled, she was smiling up at me and I grinning back at her. She had found a way between my legs and was teasing me with her tongue, which I found to be the most spine-tingling. In a matter of seconds, I could finally feel it, it felt death from satisfaction and exhaustion would be the way I go as my shaft began twitching madly. I lifted my hand up to her before balling both up into fists, she looked up at me for a split second before her eyes widened fully as she forced herself down my shaft once more, lighting the short fuse.

"Gah!" I exclaimed as I used my hands to force her head down, she seemed to not fight back as I filled her mouth up with what she had worked hard for. I could hear Luna gaging for air but she still showed no signs of pushing back as I found my cumming ceaseless. To my surprise Luna instantly began bobbing her head up and down again when I finally removed my hands, I couldn't tell what Luna was trying to accomplish but soon felt another load coming as fell back in shock.

"tch-tch-tch! Luna, you're… GAH!" I exclaimed as I unleashed another load into her mouth, Luna seemed to close her eyes happily as she did so, I did my best to pull off my most exhausted smile. She seemed to giggle before rising and leaving my shaft alone.

THANK EVERYTHING THAT IS HOLY!" I thought as I weakly smiled at Luna, it's not that I didn't enjoy it but it's hard to continue when you've already gone once. Luna giggled as she climbed up my chest and bopped my head with her hoof before opening her cum filled mouth, I stared at her as she closed her mouth and swallowed letting out a heavy pant to finish it.

"Yay! That was fun!" She exclaimed hoping to my side and embracing me tightly, I don't think I could move even if I tried. I smiled the best I could and before falling back and completely blacking out. I was exhausted but this was the price for fun, you can have too much or you'll end up in a snare.

"I'll let you replenish for the rest..."

"K..." Flutters moaned gripping tighter onto K's arm.

"Huh?"

K opened his eyes to reveal he was still in the same room except now he had two different ponies by his side, Flutters was to the right but Derpy was on his chest while to his left the little pony grabbed onto his arm. He blinked multiple times before he finally realized he was between three ponies and he still couldn't move because of what he did earlier when the moon still sailed the sky.

"Woah…how did Y'all get in?" K asked as he tried to pick his arm up but it was a failed attempt, he looked to his left and right before looking down his chest at Derpy.

"Hey…wake up…"

She didn't respond she continued sleeping, K rolled his eyes as he picked up his head but barely.

"I'll buy you more muffins!"

"MUFFINS WHERE!?"

"AHH!"

Now everyone was awake, K looked to his sides as both ponies were spooked while Derpy searched rigorously for the non-existent muffin. Flutters managed to fly back down, all shaken up and shocked, while the little pony rubbed her head with her hoof: she fell off the bed.

"Derpy? HOW DID YOU GET IN?!" Flutters asked pinning her to the bed with her wings fanned out, Derpy looked up at her before covering her eyes with her hooves and trembling in fear.

"EKK! DON'T HURT ME!"

"What…no, I wasn't going to hurt you…" Flutters whispered as she let her go and Derpy rolled herself back upright but off the bed. A thud was heard as Flutters looked away for a second before looking back worried, K moved his eyes in the direction where she fell off and mustered the strength to lift his hand a few inches before it fell back down.

"Ow…I'm okay!" Derpy said raising a hoof, Flutters sighed before reverting back to K with a confused eyebrow lifted up.

"Wait…was she sleeping with us?"

"Ya!" K responded with a chuckle, but Flutters seemed to not find it so amusing but a bit embarrassing.

"Oh…umm…okay then," she quietly said as she flew up to K's side, K gave her confused look before an idea made his face light up with a smile. Flutters returned at him with a puzzled glare as K mustered the strength and placed his hand on her chest.

"Hope you don't mind, I riding with you today!" He said as his essence began to turn into an aura that seeped into Flutters. Flutters stared with the widest eyes she could make as K fully disappeared into her, she placed her hooves over her chest and looked aimlessly at the wall of the room.

"Don't worry Flutters, I promise you, I won't bother, harm, or disturb you in any way, I just need a place to rest,"

"Umm…okay…" Flutters whispered out as she took her move by jumping off the bed and picked up the little pony.

Thanks, Flutters!"

"You're…welcome…"

Flutters placed the little pony on the bed as Derpy stared at Flutters strangely pondering something.

"Yes?" Flutters asked, Derpy knocked her head with her hoof before raising it high.

"Let's go buy more muffins for Ben!" She happily said, Flutters was confused about this, she knew Derpy had a bag full of them yesterday.

"What happened to the ones from yesterday?"

"They disappeared!"

K smiled in his new place as she imagined another bite from the muffins.

"I guess we could do that," Flutters said as she gave the little pony a playful tickle on the side, Derpy jumped on the bed and grabbed the bag of bits that K left on the stand. Through Flutter's eyes K could easily see it and facepalmed himself.

"LET'S GO!"

"Ben!"

I stopped before I reached the door of the room and looked back, Luna was barely waking up again she was incredibly sleepy unlike me, I felt active and energetic.

"Yes?" I asked looking at her before my eyes widened as what she held with her magic.

"What is that!?"

She giggled as she floated it to me, I reached my hands out as she dropped the pinkish stone in my hands. I picked it quickly and studied it, it had a blue gem in the middle and was a rose-colored stone around it. I recognized the type of stone it was and turned to Luna with a raised eyebrow.

"Who is this one for?"

She giggled a little more before lifting my sword and bag of bits off the side of a wardrobe and floating them to me as well.

"You'll find out sooner or later!" She teased, making my curiosity spark as I pocketed the stone.

"Fine, well see!" I excitedly stated before placing my sword around my waist and bag of bits around it. I had gotten up to search for Celestia who wasn't in bed by the time I had awoken, something was up and I needed to find her before returning to Ponyville.

"Luna, I gotta find your sister! Umm…" I said as I impatiently gripped the doorknob trying to not dismiss myself to early. She smiled calmly at me as she waved her hoof at me in dismissal.

"She might be her room, it's easily distinguishable, bye…"

"Okay, Thanks!"

"BEN! Wait!"

I had made it about a few inches before I flipped back around and peered my head around the door. Luna had gotten up and met me at the door but now she had something up, more worry than what had happened before.

"Why are you looking for my sister?"

I looked down to my pocket before pulling out the stone that had both their cutie marks on each side, Luna's was blue with worry while Celestia's was green…take a clue. Luna gasped at the sight of the stone, I nodded in agreement and pocketed it.

"It's been like that all night long…"

"You think she's…"

"I'll find her, you-"

"NO! I'm coming with you!"

I looked down at my pocket before looking at her, I guess she could easily take me to the room. I lifted my head and nodded, she took my hint as she teleported us both to a new location. This new location had a massive door and more importantly a sun on it, I glared at it before walking up to it. I gave Luna a worried look as I placed my hand on the door and gave a slight knock.

"Celestia? You there?"

After a few seconds of no answer, I hovered my hand over the door again before I finally heard movement on the other side.

"Celes-?"

"WHAT!?"

BOOM*

The door swung open violently as some sort of energy force pushed me off my feet and back to a wall, my back collided with the wall making both Luna and Celestia gasp as I fell to the floor.

"Ben!" Luna yelled out as she rushed to me and helped me up, I don't know what I had been hit with but I felt like I was slightly paralyzed from my left hand and left foot. I managed to use my active limbs to get back up but Luna's magic helped the most, I looked up to Celestia, she was shocked into silence as I chuckled a bit.

"You got lucky with that hit!" I played as I looked at my hand shaking silly as I use my other to stop it from doing that. After a few seconds of squeezing my hand, it became numb before finally stopping the shaking and paralysis from both my leg and hand.

"I'm sorry! I didn't…"

"It's okay…I probably deserved it anyway…" I said as I spiraled my arm around getting a feel for it, she glanced at me before looking down at the floor, ashamed. I raised my head up once I finally had my hand fully active and walked up to her, once she got my shadow in her view she looked up to me as I slightly kneeled down in front of her.

"I'm sorry for not…you know…letting you in…"

She slightly blushed as she looked down, disappointed with herself. I sighed as well, disappointed with myself, I had done it again, I ignored someone else's feeling.

"Why didn't you say anything?" Luna asked moving up to her sister and consoling her as she lifted her head with her magic. I didn't ask the question since it wouldn't exactly make me look too good but now I had the right to agree with Luna, I hinted the same thing by looking up to her expecting an answer.

"I…I was…afraid," she responded looking down again embarrassed by her answer, both me and Luna glanced at each other as Celestia continued.

"I've never been in a situation like that! I never even thought about it till you showed up!" She said in some way hinting that I was the cause for this, but not in a negative way. She had her hoof on my chest as she shook her head a few tears going down her. I raised my hand up to her mane and moved it away from her face before wiping away her tears as I smiled.

"Begin afraid, isn't your downfall but your uprising,"

"What?" she asked as both of them gave a curious look. I looked at them as I stood back up and placed my fist out in front of them, they stared at me as positioned myself with a fighting stance.

"Just because you couldn't conquer it now, doesn't mean it's your last chance!" I exclaimed as I pumped my fist, they both glanced at me before giggling and laughing probably at my actions.

"Oh great! I made a fool out of myself!"

"You're something else, Ben!" Celestia complemented as she flew up to me and embraced me in a tight hug as she hovered in mid-air. I smiled as gave me a slight kiss on the cheek before hovering back down with her sister.

"Woah, it is possible!"

"Thank you, Ben, maybe we can have that 'threesome' you speak of some other time!" Celestia said as Luna agreed over-excitedly as she embraced her sister tightly, her eyes probably glowed from the excitement.

"Really!?" Luna asked again, trying to prove she heard right, Celestia nodded happily.

"Sure!"

"You're going to love it sister!"

"I don't think they understood how that sounded to me…" I thought as I smiled feeling awkward on the inside but joyous on the outside.

We all shared a moment to settle down before sunlight blinded me. I took a step back and let the ray of sunlight climb a wall before I looked at the window that let in the sunlight and my mind clicked on the other ponies.

"Celestia! Luna! I think it's time for me to take my leave but I'll make sure to come back, promise!" I said as I placed my hand on my forehead like K did before. The princesses smiled, giving me the permission to leave. I closed my eyes as I began concentrating on any pony I could easily find, but I had a hard time focusing on my energy on ponies. I exhaled deeply as I tried again and this time I got something, not a pony but that demonic energy that could belong to no other than K. I opened my eyes and waved at the princesses with the other.

"See ya!"

"We'll visit too! Enjoy yourself! Bye!" Luna yelled while Celestia waved.

Poof*

I had closed my eyes as the sudden change in image that appeared in front of me, I had what looked like the most peaceful looking place on…Equestria. A countryside with a home on the top of a hill with a field of corn stretching as far as the eye could see, trees surrounded the house providing the shade that it needed.

"What the hell…this isn't Ponyville, and where is K?"

"BEN! HEY!"

"What the…K?" I asked as I looked at the figure that poked its head out the house, it too far to see who it was but the voice was K's. He waved insanely as she signaled the house and me to come over, I quickly made my way via flying as I braked in front of the house, that was small and looked like those country club homes.

"Woah! What is this place!?" I asked as I admired the beauty of the home, it was nostalgic to see such a home considering this was similar to my old home. K nodded excitedly as she pushed me into the house and closed the door behind me. I looked everywhere as K threw himself on a couch that looked like a recliner, I threw myself on it as well and kicked my feet up as the foot stop rose.

"Damn! This is awesome! But seriously, where are we?" I said as I rested my head on the back and closed my eyes to enjoy the comfortable couch. I heard K chuckle a bit before he did the same as me and crossed one leg over the other on the foot stop.

"We are inside of Flutter's soul…"

"Ah! Okay…wait up…WHAT THE FUCK DID YOU JUST SAY!?"