It was very difficult to concentrate. Luna made it very, very difficult to concentrate. She lounged, languidly on her bed, sprawled on her stomach, her hind legs splayed outwards and her hips twisted to allow both of her legs to be kicked out to her left side. He could see the rise and fall of her barrel. Her eyelids blinked slowly, almost lazily, one ear drooped off to one side. When she spoke, he could see little glimpses of her orange tongue.

The room reeked of jasmine. And other things…

“Rookwood?”

Rookwood snapped back to attention.

“You keep becoming distracted. Worried about something?” Luna inquired.

“Uh, yeah.” Rookwood lied, shifting his body, trying to lie on his belly a little more. He was on a large couch, some distance from Luna.

He could see her lips moving. She blinked. Her eyelids moved as though they were heavy, dropping rapidly, staying closed for a moment, and then rising as slowly as the moon did from the horizon. He felt a pleasant warmth. He felt… Like his body wasn’t quite as solid. Luna had been able to coax him into shadow form only once so far, and she had assured him that he was making excellent progress. He looked down at his own foreleg and realised he could see through it. Faintly. He could see the stitching in the couch cushion through his own fetlock.

He looked back up at Luna, not really caring about his accomplishment.

The graceful curve of her neck, the way only one ear drooped slightly when she was relaxed and calm. If he cocked his head to just the right angle, he could almost possibly see something… Something of a great deal of interest peeking out from between her legs, hidden in the shadow of her smooth graceful and curving belly. She didn’t have her shoes on. Her crown and breastplate sat on a wooden shelf.

“Rookwood, would you like to be rutted by a dragon?”

“Um, yeah.” Rookwood said, not really hearing any words, far too distracted by what he was looking at. He was drinking her in with his eyes.

“Good. I shall go and summon a dragon at once.” Luna said, no longer smiling.

“Er, what, wait… Uh, no!” Rookwood said, suddenly understanding what had been said, his brain bringing certain very important details to light.

“Am I really that distracting?” Luna said.

Rookwood struggled in silence, not sure what to say. An honest answer might be an awful idea, lying was certainly an awful idea. He chose to be bold.

“Pop inside my head and find out.” Rookwood said cockily. “I doubt you could imagine my point of view otherwise.”

Luna giggled softly, causing her feathers to rustle. Rookwood felt something else rustle. Right as Luna vanished. He squeezed his eyes shut, cursing his body for choosing the worst possible time to become highly aroused.

“Uh, Luna, changed my mind, I am probably a little too distracted, now is not a good time…” He felt himself slipping from his sheath slightly.

He also felt a tickle in his ear.

He tried to think of something, anything, to shut himself down.

The first image that came to mind was a recreation of something he had seen in Playcolt magazine, a mare wearing socks with her tongue dangling out. Only he didn’t see the mare. He saw Luna.

Socks? Luna’s voice inside of his head said. Socks? Why socks of all things?

He felt something rustling around inside of his brain, he could actually feel his thoughts being moved around, as though they were boxes or something to that effect. Luna was rummaging.

You were trying to sneak a peek at my filly bits.

Rookwood closed his eyes and resigned himself to his fate. He let everything go.

Much better. He felt a hot heat along the back of his neck and behind his ears. Oh my! Even as I am poking around inside up here, you are poking out down there...

Well, that is certainly interesting. He could feel Luna humming to herself as she continued to poke around inside of his skull. Oh, that’s kinda sweet.

Oh!

He felt the now familiar tickle in his ear. A wisp of shadow drifted out. Luna slowly rematerialised on the bed, gazing at him intently, her face looking rather emotional.

“Well, that was certainly educational.” Luna remarked. “Would you like to come sit on the bed with me so we can talk?”

Rookwood’s face ignited as he shook his head no.

“And why not?” Luna said. “I know what you want.”

“Uh, well, erm, ah, eh, oh, it wouldn’t be proper…” Rookwood flubbed.

“You see, I know that you actually think and believe that, but I also know what you want.” Luna said. She smiled faintly. “I had forgotten how sweet young love can be. And what can I say, I am driven mad with desire by your pronunciation of vowel sounds.”

Rookwood failed to laugh. He choked instead. He coughed several times, his nose aching painfully. Celestia had healed it, but it was still oh so very tender. Celestia was a bit friendlier now, something he knew would change if he even thought about climbing onto Luna’s bed.

Celestia had a way of knowing things.

“Come here Rookwood. It is alright. I have seen your feelings. You do not see me as some mere conquest or a prize. I have taken a number of consorts in the past… All of them who only viewed me as a prize to be won. I have never actually been wooed. I am intrigued by your infatuation.” Luna smiled a soft welcoming smile.

“Somepony must have loved you.” Rookwood said in disbelief.

Luna shook her head sadly. “No. I entered into a couple of marriages, all of them for political gain. Posturing. I was bragging rights for the politically minded. A conquest. A plaything. And I had to degrade myself and allow it to happen for the benefit of my little ponies, whom I love. I became so bitter from it, as did my sister. We have sworn off of marriage.”

“But… But… But you are beautiful. Surely somepony loved you.” Rookwood stammered, fearing that at any moment his ears were burst alight.

“The last male pony who loved me was my father. And he made my first arranged marriage.” Luna said, her face suddenly dark and angry.

“It wouldn’t be right for me to get on the bed with you. We don’t know each other well enough. It would, uh, be awkward. I thought you were supposed to take time and stuff. Or wait until marriage like all those royal service announcements in the papers say.” Rookwood licked his dry lips nervously.

“Oh sweet innocent Rookwood. Do you not remember the night we met?” Luna said, smiling again, her one drooping ear now flicking slightly. “You rut on the first date.”

“I don’t want you for a plaything!” Rookwood stammered. “I, uh, well, I saw you in Celestia’s dream. As a filly. And something in my heart broke. And I felt really really bad. And then I realised how awful it must have been and then somewhere in the middle of thinking about all of that, I sort of started to get feelings for you. Odd feelings. Weird feelings. I, uh, um, er, I didn’t just want to know you in a physical way, I actually wanted to know you.” Rookwood explained, stuttering, his tongue feeling dry and sticking to the roof of his mouth.

“I know. I’ve seen.” Luna replied. “I know how you feel. Which is why I am telling you, put these hang ups aside and come over here. Perhaps I can relieve some of your tensions and then allow you to concentrate afterwards.”

“I don’t know about this.” Rookwood said again.

“Rookwood. My noble and valiant knight. Out to woo the princess and protect my virtue.” Luna said, giggling.

“Don’t make fun of me!” Rookwood shouted angrily.

Luna’s head snapped back.

“Nopony ever takes me seriously!” Rookwood shouted.

“I was making light of the situation we find ourselves in. I was not making fun of you. I apologise if you took it as such.” Luna looked at him, her face now blank, concern visible in her eyes. “I am inviting you to my bed because I DO take you seriously. I have seen the innermost recesses of your mind.”

Rookwood closed his eyes and tried to concentrate.

“Rookwood, your life depends on your ability to concentrate. If I can help clear your mind of distractions so I can teach you, I will.” Luna said.

“So it is a study aid, nothing more.” Rookwood snapped.

“No,’ said Luna, “that it is not. I have your foal in my belly. It is my intention to raise this foal, with you, as a family. And at some point, you and I have to work out some manner of familial arrangement between the two of us, and decide what is best for this foal to be.”

Rookwood suddenly felt very stupid. He hadn’t even thought about that.

“I have to keep you alive. I want for my foal to have a father. I have to teach you how to survive. How to fight. How to use your shadow magic. And your potential as a unicorn is limited only by your desire and ability to learn. So… Getting your scrawny little plot over here in my bed is well within my best interests as well.” Luna’s tone was logical. Straight forward. And more than a little commanding. Her patience was clearly wearing thin.

“Celestia will murder me.” Rookwood said.

“She might.” Luna admitted. “You’ve seen how much she truly loves me, for all of her faults.”

Rookwood slid off the couch. He stood there, stiff legged, scared out of his mind.

“I do not understand why you are so shy. You have already been with me, at least in dreams, and have climaxed against my flesh a number of times now. So why not inside of me for once?” Luna’s logic was irrefutable.

Rookwood gulped. “So, um, are we going steady?”

Luna tittered, which turned into a giggle, which turned into a guffaw. A single tear rolled from her eye. She took a moment to regain her breath. She thumped her bed with her hoof.

“Well, are we?” Rookwood said, feeling very confused.

“I am planning a family you puddinghead. Do you really think I am going to go ‘steady’ with you or go on a date with you, or any of those temporary and mostly meaningless things? Do you think I’d jeapordise my plans for my foal to have its father? I am glad I peeked inside your head and that you allowed me to look into all of those private thoughts of yours. Makes what I have chosen to do that much easier.” Luna beamed broadly.

A dreadful realisation settled into Rookwood. “We skipped the going steady stage I guess.”

Luna nodded.

“Does Celestia know your plans?” Rookwood asked.

Luna nodded again, smirking this time.

“And I take it I have no choice in this matter.” Rookwood said.

Luna shook her head no.

“Right then. Time to pony up and be a stallion about what I’ve done then.” Rookwood said, feeling faint and kind of nauseous. He took another step towards the bed.

“Shouldn’t I be wooing you? You know, buying you chocolates, flowers, little porcelain figurines of cute adorable teddy bears?” Rookwood said, stalling for time.

“There’s plenty of time too woo later. Right now, we need to work out your frustrations and get your mind right. Think of this as a practical concern.” Luna said. “Now get over here, while we still have most of the night left. NOW!”

“I am about to crap myself I am so scared.” Rookwood confessed.

“Why?” Luna said. “I don’t bite.”

Rookwood stared at her wide eyed, beginning to sweat.

“Well, that one time.” Luna said dismissively.

“Well, you are an older mare. Experienced. And, uh, I’m worried I will disappoint you or that you will laugh at me. And I am not exactly hung like a horse. Or even a pony.” Rookwood said, flushing with embarrassment.

“You can blow an impressive load though.” Luna deadpanned. “I can honestly say that in my long life, I have never been so drenched.”

A desperate flame of arousal ignited in Rookwood’s loins.

“Uh, what about protection?” Rookwood said. “Like in all those royal public announcements.”

“I cannot become more pregnant.” Luna said, rolling her eyes. “Our foal is going to ride the short wagon to school. Now, Rookwood, allow me to say this nicely. Over here… NOW!”

Rookwood bounded the last few steps and carefully climbed up onto the edge of the bed. He lay on his stomach, hugging the edge. Luna lie in the center. He tucked his hind legs under his belly, trying his best to hide his growing excitement. Thankfully, it was easy to hide.

“Come closer.” Bade luna.

Rookwood crawled closer on his belly, which was a horrible idea. Something dragged over the silken bedspread, causing a terrible tickle.

“No matter what happens tonight, no trips to Gelding Grotto, right?” Rookwood pleaded.

“We shall see.” Luna said. “Now, shall we try a little kiss?”

Rookwood leaned forward and closed his eyes., He remembered to tilt his head to one side.

Nothing happened. He waited patiently.

Still nothing.

He opened his eyes, and saw Luna gazing at him, biting her lip, her eyes half closed. Her gaze was smouldering.

Suddenly, he went from being Rookwood to RookWOOD. The sudden growth caused him to rub against the bedspread. His tail twitched.

He scooted forward a little more, leaning forward, his heart thudding painfully. His mouth was painfully dry. Something else though seemed to have plenty of moisture. He hoped he wasn’t leaving a snail trail on Luna’s bed.

He was close enough to feel Luna breathing on him. Her breath smelled like the strawberry wine she had drank earlier. He leaned in a little closer, sniffing, smelling, his nose a scant few inches away now. Luna hadn’t moved away from him. She lay there, waiting.

He turned his head to one side again, eyes open this time, and gently pressed his lips against hers, gingerly, fearing he might bump his tender muzzle a bit too hard.

Luna pressed back, gently, softly, kneading her lips against his, breathing hot breath into his mouth. One ear flickered against his own, sending a cascade of shivers though his body. Luna’s lips opened slightly, and he felt her tongue tease against his lips, the softest touch, just the very tip of it.

He pressed himself forward, scooting body closer to Luna, His tail tossed from side to side.

Her tongue tickled his lip again. He pulled his lips open slightly, and Luna’s tongue darted in, touching his own. He felt hot, and his breathing came in ragged gasps. He was having a little trouble breathing actually. He felt light headed. His body tensed. As he pressed himself into the kiss, he could feel the tip of his throbbing knob rub over the bedspread.

He felt himself explode.

Luna’s head jerked back. “Did you just…”

Rookwood hung his head in shame.

“Wow, do I have the goods or what?” Luna crowed.

“Huh?” Rookwood said, utterly confused.

Luna was beaming, her broad flat teeth visible, she radiated happiness.

“I don’t understand.” Rookwood said, shaking his head.

“I’ve only ever been a prize or a conquest.” Luna explained, still smiling. “Most of my encounters the stallions could not get off until they had shamed me, humiliated me, and degraded me. They made sure to make me understand that I was their possession. Not the object of their affection. And I had to endure it. Like my first marriage that my father arranged.”

“So you are not mad? Or disappointed? I mean, the bed…”

“I made a school colt blow his load with a kiss.” Luna said, licking her teeth seductively. “I feel like a goddess.”

Rookwood shook his head. “I don’t understand.”

“I am the object of affection and desire, not a trophy.” Luna explained.

“I still don’t know that I understand.” Rookwood replied.

“Tell you what. When you can properly shadow dive and begin to enter other ponies heads, I will show you around mine and allow you to feel it from my perspective.” Luna offered.

“Alright.” Rookwood agreed.

“Now kiss me.” Luna said. “Make me feel wanted.”

Rookwood leaned in, this time a bit more eager. He gingerly kissed Luna, kneading his lips against hers, mindful of his tender snoot. Perhaps his sore nose was an advantage he thought, dragging his tongue over Luna’s front teeth, trying to figure out where to go next.

The kiss went on for quite some time and Rookwood felt himself turning into RookWOOD again. He felt himself throb when Luna’s tongue pushed itself over the roof of his mouth.

She pulled back and way with a loud smack, breaking the suction. “What you lack in experience, you make up for with genuine eagerness.” Luna said. “I must confess, I like this feeling.” She planted a quick peck on his cheek, leaving a damp spot. “So…” She said in seductive tones. “What now?”

“I have no idea.” Rookwood said breathlessly.

“Well, the bedding is already a little soiled, I say we make a mess worth cleaning.” Luna said, rolling over supine. She trailed her left front hoof down from her neck, dragging it over the graceful curve of her barrel, along her breastbone, and it stopped over her navel. She poked her own belly once, twice, and then a third time, gently and carefully. “If I asked you to do something for me, would you?”

“Anything” Rookwood agreed, breathlessly.

“I have never, ever, in my long life, ever been kissed… ‘down there’.” She pointed downward with her hoof. “I have experienced it in dreams. I have heard about plenty of times. But all of those who have had me have never once stopped to lap upon my loins.”

Rookwood bit his lip, his brain filled with fire, his body shuddered. He took a deep breath, trying to assert control over his body, determined not to go off again. After a couple of almost painful moments, the shivering urge passed, leaving him sweaty and breathless.

Luna raised up her right hoof and nibbled on the edge, while lazily making a circle on her low navel with the other.

Rookwood exploded violently, his hind legs bucking crazily, his plothole clinching up violently. He nearly bit through his lip. The bed was now more than a little damp, it was thoroughly soaked under his groin.

Luna giggled. “I seem to have developed a new talent.” She began to writhe on the bed, scooting her backside towards him. Watching her wiggle and squirm, her back arching and her plot flexing was already having an effect on Rookwood.

And then, she lay before him, her legs still folded together, hiding herself from view. “Are you sure you don’t mind” Luna said, back to nibbling on her hoof coquettishly.

Something wiggled between Rookwood’s belly and the now slick bedspread. He couldn’t make any words come out, no matter how hard he tried. So he did the only thing he could do. He licked his lips nervously, hoping to moisten his mouth enough to talk.

Luna took his lip licking in quite a different way however, pulling her legs open, shyly, slowly, letting out a nervous giggle as she did so.

And there it was. It wasn’t pink like he thought it would be. Her lips were swollen, thick, and they glistened with moisture in the golden glow of the light in the room. They were a deep dark purple, the colour of fine wine.

And the scent wafting up to his nose made him go half hard all over again.

“I don’t know what I am doing.” Rookwood gasped, his throat dry as a desert.

“Just be gentle.” Luna cooed. “And no biting. There is a little fleshy nub hidden in the folds. Watch out for it, it is sensitive. I am trusting you not to hurt me.”

“Where?” Rookwood said awkwardly.

Luna pointed down with her hoof, nearly touching her own skin. “Right about this area. I am very, very sensitive there.” There was a faint tremour of fear in Luna’s voice.

“Did something happen?” Rookwood said, suddenly very nervous.

“Somepony hurt me there once, to punish me for being willful and insolent.” Luna confessed, her expression pained. “They used magic. Afterwards, when I was willful, they threatened to do it again.”

Rookwood felt a brief surge of anger. He opened his mouth to say something, but Luna shushed him. She pointed downward with her hoof, winking at him.

He took an experimental lick. Luna shrieked and he pulled back, scared out of his mind, immediately going soft.

After a moment, he realised that Luna was laughing.

“It tickles so!” Luna said.

He tried another lick and Luna’s hips wiggled, her back arched, and she tried to wiggle up the bed, away from him. He wrapped his forelegs around her hips and pulled her back, taking another long lick, starting low and slow, and working upwards. He felt his tongue slide over two different openings.

The effect on Luna was profound. She was crying with laughter, completely unhinged, biting down on her hoof savagely. Her whole body writhed and wriggled in his grasp. He licked again, pushing downward, getting some traction and spreading her open a bit.

Luna thrashed her head about and flailed the hoof she wasn’t chewing on the bedspread. Her eyes were squeezed shut. Her cheeks were slick with tears.

He licked again, this time getting some real penetration, and then working the way deep into the groove, working upward. His tongue slid over a tiny nubbin of flesh and he felt Luna’s legs nearly tear his head from his body. She quivered and shook, nearly crushing him to death, making tiny cries and whimpers.

Rookwood panicked, fearing he had hurt her.

After several minutes, she relaxed, going limp. Rookwood pulled his head back.

“Luna?”

There was no answer. Cold sweat formed on Rookwood’s hide.

“Luna please, talk to me, did I hurt you? If I did, I swear I’ll throw my self from the tallest tower in Canterlot.” Rookwood pleaded.

He felt Luna’s thighs clench again on either side of his head, her dock flexing. “Rookwood.” Luna moaned.

“I am so sorry Luna.” Rookwood sniffled.

“Your Princess demands you to do that again. Just as before.” Luna’s voice was low and husky, and her breathing was irregular.

Rookwood took a deep sigh of relief, his breath blowing over Luna’s now somewhat swollen folds. The purple colour had darked. A bright dribble of golden moisture trailed from the bottom of her swollen slit, oozing towards her pucker. His breath caused her to tighten up again, and a moan escaped her lips.

He pressed his tongue against the base of her dock and drew upwards, pressing down with considerable pressure, his tongue gliding over her pucker and slurping up the golden droplet. He continued upward, dragging and pulling upwards as he went, stretching the taut skin. He paused mid lick, and made a little circle in between her pucker and her slit before continuing. Her legs clenched around his head, and she rolled her hips, pulling him up and along her folds by his head. She rocked her hips back downwards, pushing him back, and then began to draw him upwards.

He pulled his tongue in. Luna moaned.

“Oh why must you stop now of all times?” She cried.

“Because I am trying to get you off. And you took over. I wanted to have fun with you.” Rookwood explained.

“Oh, very well.” Luna said, her tone exasperated. She relaxed her legs slightly.

Rookwood resumed his licking, starting low, moving slowly, and easing his way upward. Based on Luna’s reaction, he knew he was on to something.

He pushed his tongue in deep, wondering how far it would go.

“Right now your tongue in the most valuable treasure in the kingdom.” Luna moaned lustily. “While you may not be hung like a horse, your tongue is a powerful asset.” Luna whimpered, her cries becoming intense. Rookwood felt himself growing painfully hard.

He pulled his tongue out, and then stabbed it back in, plunging deep. Luna wiggled and giggled under him, moaning and giggling in alteration. He continued to stab in and out with his tongue. And when he felt her tighten and clench around him, he slid along her inner walls, dragging upwards and over her delicate and tiny nubbin again.

Luna screamed bloody murder and very nearly broke his neck.

As Rookwood lay there, trapped between her legs and seeing stars, he wondered what the guards would do to him. Luna screamed again, this time even louder than before. Her body shook and shivered. A flood of runny sticky liquid oozed from her folds, flooding his mouth, running down his chin and neck, some of it even going up his tender nostrils, nearly drowning him. He gasped for air, his hot and laboured breath blowing over Luna’s still exposed almost purple-black love button.

Luna screamed again, this time almost making Rookwood go deaf.

His breathing continued, hot and heavy and fast, as Luna’s legs threatened to rip his head free from his neck. Finally, he wiggled and turned away, trying to blow his breath someplace else rather than Luna’s love button, trying to ease the mare’s frenzied throes.

As he turned, his lips brushed over one of Luna’s pebble hard nipples, making the poor mare shriek like a banshee. Her legs spread wide for a moment and Rookwood took the opportunity to free himself from Luna’s clutches.

She writhed on the bed for a good five minutes, her limbs seizing.

It took a while for her to catch her breath. She was panting, her tongue hanging from the corner of her mouth.

“Gaaah!” She moaned.

“Rookwood.” She gasped breathlessly. “I’d imagine you are raring to go. Slide up onto my belly and seek release. But be gentle. I am so sensitive right now.”

Rookwood crawled between her legs, up over her belly, and draped himself over her barrel. He held up most of his weight with his wobbling forelegs. He could feel Luna’s heat permeating his groin. He looked down between his front legs, trying to line himself up. He thrust forward carefully, banging into Luna’s belly, causing her to giggle. She was ticklish all over down there. He made a mental note.

He tried again, grunting, thrusting dowards. He was in her folds now, but not in the hole. He felt himself collide with her throbbing love button. Luna began to shriek and wail all over again, her hips bucking and thrusting upwards, making Rookwood stab her again several times, never actually finding entry.

Her hooves pulled on his shoulders now, pressing him downward. He rocked downwards a bit, and pressed in again, prodding her between her engorged slit and her pucker hole. Luna guffawed and yelped from the poke above her pucker.

Neither one of them heard the click of the door.

“Luna, I couldn’t sleep. I thought I’d come by an… AAAAAARRRRRRRRRRGH! LUNA WHAT ARE YOU DOING?!”

Rookwood was entirely too overstimulated. Hearing Celestia’s voice, he panicked. The sudden adrenaline rush caused him to ejaculate explosively, blasting Luna once again with his seed, with Celestia getting a view from directly behind.

Celestia stood, frozen, in shock, watching semen dribble around her sister’s pucker. Guards began to flood the room now, the muffle spell now broken with the opening of the door.

Rookwood blew another load from the adrenaline flowing through his body, and then collapsed on top of Luna, who was still deep in the throes of her own orgasm.

He contemplated his own death, still never having actually penetrated a mare.

Author's Notes:

I bet most of you reached the author's notes with one hand under the desk.

At least, that is my hope.

I love you all, for making this story so popular. Please spread the word. You have my thanks.