AUTHORS NOTE!!!!! BEWARE you pony folk, This chapters rating is not a joke. Be prepared for something grim, For this chapters rating is the letter M.

Morning soon arrived, the sun casting it's warmth along the clouds as it slowly crept over the horizon. Cloudsdale had received substantial damage and was being repaired quick enough. Pegasi flew from place to place mending the cloud town with new enchanted clouds. Molding them to parts of buildings or structures that were damaged.

After a short while from the sun warming his body, Midnight awoke giving a large yawn and looking around. He stretched his body and wings folding his wings up to his body. He rose to his haunches looking over to the rising sun. As he did though he felt his right wing being pulled away from his body over a lump in the cloud. He looked down seeing Rainbow dash wrapping herself in his wing. He smiled at how cute it was and laid back down pulling her close to his side. He lay there for another hour until he felt RD moving around. She finally awoke giving a big yawn and stretching in every direction. She slowly opened her eyes due to an unfamiliar feeling she had. Like a huge wing was covering her like a blanket. Her eyes went wide seeing Midnight laying next to her.

Realization hit her as she remembered last nights events. She stood up slowly pressing Midnights wing off of her.

"Well good morning sunshine." Midnight chirped happily.

"Heh, morning......... sorry about this. I never meant to fall asleep next to you. You did pass out the other day though after taking care of all of the pegasi here in Cloudsdale. Thanks for that by the way, it was really cool." She said with a sheepish grin one hoof rubbing the back of her neck.

"It's no problem RD, I'm just glad noone was hurt is all. You did right by coming to me." He said giving her a playful push with his wing. She gave a laugh pushing back.

Midnight rose taking a look around Cloudsdale, taking in the damage that had been done. It was rather extensive but was quickly being repaired. He glanced back to RD for a moment.

"Hey Dash, I'm going to head back into Ponyville, I'm sure AJ is worried and would like an update about Cloudsdale. I'll seeya later." He brushed a wing over her head as he took a nosedive of the cloud they were both on. She laughed watching as he plummeted toward the ground then opening his wings and heading back toward Ponyville.

A short time later he arrived back in Ponyville, landing at Sweet Apple Acres to see Big Macintosh, and AJ, already hard at work. He walked toward AJ quietly as he watched her buck an apple tree sending its fruit into several large bushels. She pulled her hat from her head fanning herself as she took a quick breather. She caught sight of Midnight giving him a wave with her hat, placing it back on then trotting over to meet him.

"So whats the word Night?" She asked giving him a smile.

"Night eh? Shortening my new name also?" He smirked causing her to blush.

"I'm just picking AJ, you know I'm cool with that. Anyway, Cloudsdale is fine now. Reason I didn't come back last night was because I used to much magic. I passed out on a Cloud after it was all over. No biggy really. Just glad I could have helped."

AJ smiled at his comment. It's not everyday a pony can take on an entire out of control storm by themselves. She stepped over to a bushel pulling a couple apples from it and chucking one at Midnight who caught it with his magic. She took a bite out of the other in her hoof. She gave him a nod. He nodded back taking a big bite from the apple.

"So AJ, hows harvest coming along? Need any more help?" Midnight ask nodding to the endless supply of apple trees.

"Nah, ahm good Midnight. Ya should get on back ta Rarity before she flips her wig about ya staying away for a whole night just after ya asked for her hoof an all." AJ laughed causing Midnight to groan.

"Ugh, yeah I guess I should go back then. I'll seeya around AJ." He smiled as he took off into the sky munching the last of the apple AJ had given him.

Another few minutes passed as Midnight made his way to Rarity's boutique. He landed outside but quickly entered. Upon entering he could hear some arguing coming from the back room. He used his magic to keep the entrance bell from ringing as he slipped inside and closed the door, slowly making his way closer to the back room.

"What the hell Rarity?! Why won't you take me back? I loved you and you loved me!" A male voice shouted as hoofsteps could be heard pacing.

"That's right Magnus. USED to love. Keep it past tense because it will never be present again. Besides I'm happily engaged now to a very handsome, very powerful, and EXTREMELY hunky stallion. I seriously doubt anyone or anything could ever measure up to him." She smirked laughing Magnus off.

"Oh really? Well if I ever see him, I'm going to buck his head off then shit down his throat. NOONE is going to have you but me!" Magnus yelled as he advanced towards Rarity.

"What do you think your doing? Stop! NOOOOOO!" Rarity screamed out.

"What are you going to do about it you slut?! Your boyfriend isn't here to protect you, I doubt he would even raise a hoof to protect your sorry ass." Magnus yelled shoving Rarity to the floor and climbing on top of her, holding her down.

Midnight stepped around the corner into the room, his fire mane and tail burning a large hot red flame, his eyes completely engulfed in flames as well.

Rarity looked over to the door as she heard another set of hoofsteps in her home. She saw Midnight standing there looking ready to kill. "Midnight!!! Help me!" She yelled causing Magnus to turn his gaze to the black fire engulfed Alicorn behind him.

He stood there for a moment petrified as he looked to the alicorn towering over him. He looked back to Rarity his pupils almost non existent. She smiled up to Magnus.

"That would be my fiance, you dirtbag. I hope your ready for some serious payback." She growled at him, her smile turning into a sinister grin. Magnus gulped turning around again to meet a hoof across his face sending him sprawling onto the floor ten feet away. Midnight helped Rarity up giving her a quick smile and kiss as he looked over to the pony trying to stand up but soon met the floor again with a hard thud as Midnight used his magic to grind him to the floor. Magnus let out a small scream as the air was forced from him.

"What should I do with this creep dear?" Midnight asked looking to the pony struggling to stand again.

Rarity smiled wickedly toward the gray unicorn on the floor. "Maybe we should turn him into a throw rug. I'm sure you could get away with it since your an alicorn after all." Rarity gave Midnight a hidden wink that Magnus didn't see. Magnus' eyes went wide as he struggled harder, crying out in fear as Midnight approached him and lifted him off the ground with his magic.

"That's not a bad idea my dear. Oh maybe we can make a set of throw pillows from his hide and send them to his parents." Midnight grinned evilly causing Magnus to finally pass out from fright. He floated there quietly his eyes rolled back into his head.

"So what do we do now?" Midnight asked looking to Rarity.

"Erase all of the memories from his head about me. I never want to deal with that trash again. he was never anything but abusive and obsessive toward me. We would all be better off without those memories, and his presence permanently." She scoffed moving over to him and bucking him hard right in the groin. Magnus didn't move but he would feel the pain soon when he awoke.

"Ouch! Remind me to never piss you off Rarity." Midnight cringed at the kick but moved forward placing his horn to the unicorns head. After a moment of magic, all of the memories that related to Rarity In Magnus' head were now gone. Midnight quickly tossed the pony out the back door into the dirt then headed back inside.

Rarity waited for Midnight to come back in as she hid behind the door, quickly closing it as he entered which caused him to jump and turn around. Rarity smiled toward him, her eyes half closed as she drew closer. Midnight remembered this look on Celestia everytime she had fucked him silly during their short time together in the castle. He knew what was coming next.

Rarity made her way to Midnight slowing circling him, tracing his frame with her eyes. He grinned flicking his tail at her as she rounded his flank. The flame from his tail temporarily separating from the tip as it snapped. She gave a playful giggle as she headed toward the staircase looking back to him, raising her tail slightly and swinging it slightly. Midnights smirked as he just got an eyeful and followed closely behind her as she climbed the stairs to her room. Sweetiebelle was out for the day with her friends so they would have the boutique all to themselves.

Rarity entered the room heading to her bed. Midnight followed suit closing the door behind them. She hopped onto the bed laying on her side, using a hoof to beckon the powerful Alicorn to her.

Midnight gave a playful snort as he trotted over to her. She turned over laying on her back looking to Midnight as he towered over her. He could feel his loins throb as they began to awake, growing with gusto as he leaned down to kiss Rarity. She pulled him to her pressing her lips hard to his, a soft moan escaping her. He moved slowly down her chin to her neck giving small kisses as he went. Heading further south, his hot breath teasing her. She panted slightly from the anticipation, giving a soft gasp as his tongue pressed gently between her lips finding her hidden pearl. She pulled a forleg up biting it gently to stifle a loud moan. Midnight couldn't help but smile. Rarity seemed to be far more sensitive than Celestia had been
during his marathon with her.

He continued his assault on her pearl until he could sense her coming orgasm. His assault quickened as she approached, arching her back up, wrapping her legs around his head pulling him taught. She cried out loudly as she came. After a few seconds her body went limp, her breathing heavy. She looked down to him with a big smile plastered across her face.

He moved up her frame kissing here and there as he went, finally reaching her neck and kissing along it. His advances slowed as he spoke.

"R-rarity. I don't want you to get pregnant right now. You have so much time ahead of you to do the things you want. I just don't want to ruin................." He was cut short as she kissed him hard for a few second pulling away then whispering into his ear.

"Don't worry, I have to be in season for that to happen. That time is months away darling." She gave a smile as she pulled away looking into his eyes. He gave a wicked smile.

"Then I guess we can have as much fun as we want then." He laughed pressing the head of his member gently to

her folds. Shew let out an audible gasp feeling the massive member pressing into her. She let out a whimper pulling back.

"Whats wrong?" He asked looking into her pained face.

"Your................... to big............it hurts." She gave a pout turning her head to the side knowing that this couldn't go further. She pressed him away rolling over onto the bed giving a sigh. He gave her a smile.

"You forget dear." He laughed as his horn began to glow brightly. His form began to shrink slowly until he was around the size between Luna and Celestia is.

Rarity smiled widely pouncing him onto a large pile of pillows next to her bed. He laughed landing on his back Rarity on top of him kissing him hard. She used her magic to guide him into her folds, this time without much effort, It was the perfect size. She let out a heated moan as she pressed further down engulfing every inch into her, bottoming out as the head pressed against her wombs opening.

"Oh my!" She gasped as Midnight pulled her up gently then thrust a little harder into her. A soft moan escaping her lips again and again as the thrusts continued. She groaned louder as the thrusting began to drive her to her next climax. He could feel her tight walls clamping down as he pulled out, milking his every inch then releasing as he thrust back in. Another few minutes of this and she finally came hard. screaming out in pleasure. Her body convulsed as she came, driving Midnight over the edge as he came with her. He let out a loud groan as his seed filled her depths.

They collapsed onto each other laying there. The sheer volume of his orgasm slowly leaking out around the base of his cock as it still rested inside her. She smiled nuzzling his chest as she lay there.