Author's Notes:

Ellipses, in this case, does mean another chapter! Expect ...And Its Mares Of The Night in a few days.
Sorry about the long wait between chapters, this time around. Lots of personal issues making writing hard.
And you'll notice that there's no mention of the current plot line in this chapter- that intentional. It'll last throughout the next chapter, but then we're back to scheming behind out favorite Zebra's back!
As always, co-written by the impeccable Patric12345.
Toodles!
~TOOWC

“Alright, Rarity! I think I've got everything on…“ Derpy said, “Lesse… fake horn, tail- and mane-enchanting hairclips, and the growth potion from Zecora. Yup, I got it all! I just gotta have the spells on me to change my coat and hair colors and take the potion, and then I'm good to go!”

“Wonderful! Once we’re both nice and ready I can go about changing our mane and coat colors!” Rarity giggled, smiling at Derpy as she finished with her own last touches. She then turned to Derpy and cast both spells on her first, before casting them on herself. With a bright flash, their costumes were both finished. “My… look at us, darling, we’re going to be the most beautiful mares out tonight.” She smiled, looking Derpy up and down.

The two mares had matching costumes- if one could call it that. Really, they wore a specific set of enchantments and spells, which, now that they were finished, caused Derpy and Rarity to look just like Luna and Celestia, respectively. Derpy wore a fake horn attached to her head, and had the clips in her mane and tail enchanted to make them flow just as the Princess she was impersonating. Rarity was much the same, only with fake wings. With the color-changing spells on them, they looked just like rulers of the land- save for being a foot and some change shorter. Along with their appearances, they had on specially-designed outfits- made by Rarity, of course. Silky smooth satin; with a deep, scarlet red for Rarity and a bright silver for Derpy.

“Wow… this was a great idea!” Derpy said, her own grin threatening to envelop her face. “Now we just gotta take the potion, which should last the rest of the night and maybe even a bit longer, if we're lucky.” She held up the two small bottles of bright yellow liquid, passing one to Rarity. “Ready?”

Rarity nodded, “More than ready.” She uncorked her potion and drank it down, just as Derpy did the same. The two mares grew quite a bit taller, the rest of their bodies growing just as much to match their new height. To anyone that knew them well enough, it was clear that their busts grew at least two cup sizes and their flanks grew a bit larger as well. The two mares matched Celestia and Luna now- not only in looks, but very nearly in the curvaceousness of their bodies. Not to mention that their dresses were stretched to near-bursting, accentuating their curves even more. “Oooh my goodness… would you look at us, ” Rarity purred once more, “Those potions did much more than just make us taller…”

“Oh my gosh, they did!” Derpy squealed, staring down in wonder at her now head-sized teats. “Rarity… we look so sexy, now! Rush is gonna faint! I’m gonna faint!”

“Don’t you dare- we still have all night to tease him! You wouldn’t want to miss that, would you?” Rarity giggled, hugging Derpy, “Now… why don’t we go show everyone how we look?” She inquired, “They’ve been waiting patiently for us to finish.”

“Sure!” Derpy said. “But first…” Without warning, Derpy leaned in and locked lips with Rarity, mashing their bodies together just as she was their mouths. Rarity let out a surprised squeal, but returned the kiss in full. Rarity squeezed Derpy tightly, rubbing their bodies together as their tongues entwined, eliciting a loud moan from both mares as their breasts squeezed together. Derpy's hands slowly made their way down to Rarity's now much larger rear, sinking deep into the red satin gown Rarity had on.

Rarity pulled back from the kiss, “Oh my, Derpy…” She moaned softly, wiggling her butt in Derpy’s hands. She stared down at Derpy- being a few inches taller, as she was Celestia- and slipped her own hands around to Derpy’s now much more luscious flank, groping and teasing her. She stopped after a few moments, “Darling…” She started.

“Nnff… y-yes, Rarity?” Derpy asked, her eyes half-lidded already from the small bit of foreplay. Larger curves meant more pleasure to be had.

“It’s ever so much fun doing this, but… we shouldn’t keep all this fun to ourselves, darling. Sharing is caring… and besides, we still have to take Dinky and Sweetie out for some candy.” Rarity explained.

Derpy pouted. “Yeah…” She sighed, “You're right. I'll go get the little rascals, then.” Derpy gave Rarity one last sweltering kiss, and then let go of her and stepped out… but not before delivering a playful slap to the unicorn's enormous plot, laughing as she ran off. Rarity laughed as well, and followed the pegasus out of the bedroom, sauntering into the living room where everyone else was. As she entered she took note that Rush still wasn’t in his costume, nor did it look like he even attempted to get one on, while Dinky was in her absolutely adorable blueberry muffin costume. Sweetie looked like a little dragoness, her coat magically changed to look just like scales, and her mane changed to look like spines running down her back and over her head, her muzzle looking just like a dragon’s. The three of them stared open mouthed at Derpy and herself, completely and utterly awe struck.

“Ooooh… you two look…” Rush mumbled, his mind in an absolute haze at the sight of his mare friends. “Wow…”

“You both look just like the Princesses!” Sweetie squeed happily.

Derpy walked over to Rush and leaned over to face him, her angle giving him an excellent view deep into her expanded cleavage while not letting the little ones see anything untoward. “How do you like our costumes, Rush?” She asked, her voice low and husky as she stared into his eyes.

Rush mumbled quietly, his face turning a bright red, he seemed to be at a complete loss for words as it took him a few seconds to speak, “T-they’re… a-aahmazing…” He mumbled.

Derpy, happy to hear his praise, leaned a bit further over and kissed him- chastely, of course. There were foals in the room!

“H-how about y-you two take Dinky and Sweetie out a-and start the trick-or-treating… I-I’ll catch up to all of you later…” He started, gulping quietly as he tried to slip away from Derpy without touching her.

“Quite a bit late to be getting a costume on isn’t it? I mean… it’s almost like you’re pulling a last minute costume on us…” Rarity teased. “But… you wouldn’t really do that… would you?”

“No.” Rush said plainly, as he glanced between the two mares, the heat in his face not dying down as he vanished from sight, closing and audibly locking the door to the bedroom.

“I think he's scared of you, Mommies.” Dinky laughed.

“He should be!” Derpy responded, “Mares are forces of nature when we put our minds to it!”

“Yes, we are.” Rarity laughed, “Why don’t we all head out and start our night?”

“Yeah! The sooner we start the more candy we can get!” Sweetie nodded.

“That settles it, then! Lets hit the town!” Derpy said, making her way through the door and starting their journey.

Half an hour later:

“I can’t believe we got so much candy so quickly! Can you, Dinky?” Sweetie giggled as she opened up her bag of sweets.

“Nuh-uh! I'm still surprised that Ms. Twilight gave us huuuuge chocolate bars! I thought she was some kinda health nut or something,” Dinky replied.

“Dinky! Twilight isn't a health nut, and that's not nice to say about somepony,” Derpy chastised.

“Oh. Sorry, Mommy…”

“Before we go to any more houses, did you two want to go play a few games?” Rarity inquired.

“I’d love to!” Sweetie nodded vigorously.

“Yeah! Games are awesome!” Dinky readily agreed.

“You two go off and play, we’ll watch your candy for you, just remember stay in sight.” Rarity informed.

“Hmm… alright. Just don’t be eating our candy!” Sweetie said, handing her bag, reluctantly, over to Rarity.

“Yeah! We worked hard for all our sweets! “Dinky echoed, giving her bag to Derpy, before giving each mare a hug in turn. “Love you, Mommy! Love you, Mother! See you in a little while!” She yelled, before running off with Sweetie to one of the festival games. Rarity leaned back and let out a sigh.

“Oh my, tonight is already so much fun.” She smiled, looking over to Derpy, “I absolutely love all the compliments on our costumes, don’t you?”

“Yes! I've seen a bunch of stallions staring at us… and more than a few mares, too!” Derpy smiles, leaning into Rarity's side. “I just can't wait to see what Rush’s costume is.”

“Neither can I, but… I wonder, why did he wait so long to put it on. And… why did he keep it a secret?” Rarity inquired. “It’s kind of suspicious, don’t you think… sort of like he doesn’t actually have a costume… but that might just be a suspicion.”

“I bet it's a really fancy costume!” Derpy said. “Maybe… maybe he's some kind of wizard or something!”

“Y-” Rarity paused as her eyes fell on the towering blue and gold armored individual coming towards them, she could only make out the costume, looking nearly like real armor a royal guard would wear… except the golden eagle on the left shoulder, and the golden lion on the right. “Derpy…” Rarity motioned to the stallion, as he approached both mares noticed more and more about him, including the large prop sword hanging from his hip, and the cape trailing behind him in the wind. The stallion stopped directly in front of them and slowly removed the helmet on his head. As he took it off they both recognized Rush, except now he had a rather large scar over his left eye.

“Hello, Princesses.” Rush greeted, bowing slightly as a smile came across his face.

“... Whaaaaaat…” Derpy whispered, staring up at him in awe. “Rush… how did you even hide this! That… that armor is like… the size of a carriage!”

“Oh, that’s easy, I had a friend of mine bring it in after you left.” Rush grinned.

“I… I didn’t know you were… that scar looks like it was always there… how did you get so good with makeup?” Rarity inquired, her mouth nearly agape.

“I love to cosplay. My love for the arts helped with making all of my previous costumes too.” Rush said proudly.

“That… that's amazing!” Derpy continued, “What… What're you gonna do, though? We're only going to be here for another hour or so, and a lot of ponies have gone home already…”

“Well, I just really wanted to show it off…” Rush admitted, he looked back over his shoulder for a moment before leaning down, “I also thought… well, maybe my two Princesses needed a little protection… from all those evil monsters…” He whispered, “This king’s sword isn’t just for show.” He added.

Derpy looked over at Rarity, raising her eyebrows. “Well… I dare say that Princesses as grand as us need such protection, yeah?”

“I agree, we should have a guard… a big, strong one.” Rarity nodded.

“Do you think he'll do?” Derpy stage whispered, “He is big… and strong.”

“Very.” Rarity said, “I think he’ll do nicely…”

“Then it’s settled!” Rush said, his smile growing, he drew his prop sword out for a moment. “Oh… and ladies…” He added.

“Yes?” They asked.

“This isn’t anywhere close to the biggest sword I own…” He whispered teasingly.

Derpy and Rarity stared up at him for a moment before bursting out into laughter. “Rush…” Derpy stammered, “We… we've seen your ‘s-sword’... we know how big it is!”

“Hmph.” Rush huffed, “You could have at least played along.” He pouted.

“Don't worry, darling… we'll certainly play with your ‘sword’ l-later on tonighaha!” Rarity said, her facade cracking near the end as she bent over in laughter.

“Maybe you won’t now.” He stuck his tongue out.

“O-oh?” Derpy looked back up at him, a smirk crossing her face as she stood up to her full- taller and more curvaceous- height. “Are you saying you don't want us to play with your ‘sword’, Rush?”

“W-well… not if you’re both going to laugh at my attempts at playing a character…” He muttered, grumbling quietly as he looked between the two.

“Rush, we're just teasing you…” Derpy said, her smile turning warm.

“Yeas, dear. By all means, your cosplay is most impressive. It's just… well, you've no need to try and impress us with corny lines,” Rarity added, “You're corny enough as is, and we love you because of it.”

“I know.” Rush laughed. He paused for a good moment, “I’m still going to… well, you know. Plow you both into tomorrow…” He finished, “But that’s for later, right?”

The two mares again looked at each other and let out some more laughs. “Rush, darling, if anything…” Rarity started.

“It's us that'll be plowing you into tomorrow, no matter how big your sword is.” Derpy finished.

“Or had you not yet noticed the foot and a half we have on your in height, not to mention our additional weight to go with it?” Rarity tacked on.

“I noticed.” Rush nodded. “It’s… really hard not to.” He said. “But, uh… I’m not exactly weak…” He said quietly.

“Do we normally keep up with you in the bedroom, Rush?” Derpy innocently asked.

“Yes… but uh… this armor is heavy, so I had sort of um… a question to ask. Since I’m going to be sweaty after this…” He started. “And since we’ve never tried it, maybe I should use that pheromone again… before we make love tonight, if you two would like me to.”

“That won't help you in the slightest, dear. You know what it does to mares- and Derpy has told me what it was like- and that was the low grade version. Do you really want to use the high grade one when we're as we are now?” Rarity asked, a bit of concern filling her voice.

“Well… um, there is another one I have… um, I did know about it and what it does for a long time so I never used it…” He added. “Last resort sort of thing, yah know…”

“Another one? What does it do?” Derpy asked.

“Uh… well…” Rush mumbled. “I’ve never used it myself. But um, I know that it’s going to be a severe boost to my own libido… meaning I can probably keep up with you two, even with you under the effects of the growth potion and the pheromone.” He explained, seeming a bit nervous to go on. “But… I won’t be… emptying inside…” He added quietly.

“Hmm? Why ever not?” Rarity queried.

“Well… it’s an amazing pregnancy aid.” Rush started. “Like… unless you have serious anti-pregnanc… wait…” He trailed off, looking at Rarity for a moment. “Um… w-would you happen to know any anti-pregnancy spells? I mean… I’m sure those would stop it as… well, Zebras don’t have magic… and it’s only countered by serious herbal anti-pregnancy brews…” He explained.

“I know an anti-pregnancy spell, yes. It's what I use for every time we've ever done the do, darling.” Rarity smiled.

“Great! I mean… as much as I do want to have foals eventually… beyond Dinky of course, I just… for all of us, right now isn’t really… the right time, is it?” He sighed, smiling slightly again.

“Oh, I don't know about that…” Derpy purred, tracing a finger down her front.

Rush gulped quietly, his eyes going wide. “You’re making this pretty painful…” He muttered, shifting around a little.

Derpy laughed again, before flying up to Rush and giving him a kiss on the cheek. “You know I'm just teasing you, love. It's hard enough to get pregnant out of heat anyway, and I- like most of Ponyville’s mares- get a potion from Zecora every few weeks to ensure that that doesn't happen,” She explained.

“Derpy, I think he may have been including that we weren’t in heat…” Rarity said, “Why else would he outright require anti-pregnancy spells?” She mused.

Derpy blinked. “Huh. Well, yeah, you're right,” She mumbled, before looking back at Rush and whispering, “But there are plenty of other holes to finish in, you know~”

“I know.” Rush nodded, “Though, it’s probably going to be… very, very heated. It might be better to just take it safely, right?”

“Of course.” Derpy agreed, going back down to rest on the bench next to Rarity.

“So, how was the trick or treating?” Rush asked, sitting down on the bench as best he could.

“Oh, darling, it was wonderful!” Rarity happily sighed, “Dinky and Sweetie made off like bandits, I had to enchant their bags to bigger on the insides just to hold how much candy they got! And…” She looked around, before whispering just enough for Rush to hear, “I'm fairly sure I saw Spike staring at Sweetie, instead of me! Now, don't let that make you think Derpy and I didn't get many stares- most of Ponyville, stallion and mare, were staring at us, and it was actually quite arousing- it's just that I think that dear Spikey-wikey may finally be noticing fillies near his own age!” Rarity finished.

“That sounds great! Though, aren’t they both a little young to start dating? I mean… you know kids of that age… it’s not quite healthy to come onto ‘love’ so young,” Rush replied.

“Oh, no, you misunderstood me, dear,” Rarity tittered, “I'm not saying they'll start dating yet, I'm merely stating that Spike may finally be getting over the crush he had on me. Though, if they did start dating, mm, wouldn't they be just the cutest couple?” She giggled obviously going on to think about all the possible adorable things that would happen between the two children.

“They would be an adorable couple,” Rush nodded. He let out a small sigh, saying, “I’m just a tiny bit finicky with young foals dating… not for any bad reasons, but, y’know, young love is almost always a fast ending kind of love.” From his words, the two mares noticed he’d either had direct experience with this, or someone he cared about had experienced it.

“Rush?” Derpy asked, “Are you alright?”

“Yeah! It’s just… my little sister had been dating a colt from her class… she um, she didn’t take it too well when he moved away.” Rush said, “Though, I highly doubt that’ll happen with Spike and Sweetie… I mean, Twilight isn’t moving anywhere, is she?”

“Not at all, darling. Twilight is staying in her castle for the foreseeable future- and I could never have left Ponyville before I met the two of you, much less now,” Rarity smiled.

“Well, there we go!” Rush smiled, “Now, do you two know what’d be great?” He inquired, putting his arm around Derpy’s shoulders.

“What?” The two of them asked, at the same time.

“Rarity, why don’t you come over here?” Rush inquired, motioning to his other side.

“Hmm… Oh, but Rush… I'm ever so comfortable in Derpy’s embrace, and all you've got to offer is cold, hard metal,” She teased.

Rush huffed and leaned closer to Derpy, nuzzling and kissing her on the cheek. “Fine.” He teased, “I guess I won’t be holding you, then!”

“I'll live, dearest. The pegasus I'm cuddling is quite the looker, not to mention very soft and warm,” Rarity said, making Derpy blush.

“She's got a point, Rush. And I don't think I can let go of the gorgeous unicorn I've got in my arms.” Derpy added, kissing Rarity for a few moments. “Not to mention, her lips are absolutely delicious.”

“Hmph, fine, I’ll just go foalnap Sweetie and Dinky, and we’ll go watch movies and eat so much candy they won’t sleep for four days.” Rush stuck his tongue out and standing up he started to walk away from the bench.

“Not if we get there first!” Derpy yelled as she shot past Rush in flight, Rarity running close behind with their foals’ candy. Rush laughed and his grin grew wider. He followed close behind the two mares.

“Ooh, this is too adorable.” Rush laughed, as in a short sprint, even with is heavy costume on, he managed to catch up to Derpy, easily sweeping up the two foals in his arms. Sweetie squealed loudly and flailed around a little.

“Lemme go!” Sweetie huffed.

“No more candy for you, then!” Rush stuck his tongue out at her.

“Shh, Daddy! I'm gonna win!” Dinky said, quieting Rush down before turning back to her game. It was one of those ‘knock the milk bottles down’ ones, and she'd gotten two out of three stacks down, easy. With a casual throw, she knocked the third down. “Yay! I won!”

“Hold on just a second, little missy!” The festival worker said, leaning down. “Now, yes, you did get all three stacks down, so you win a prize! But… you could go for the grand prize!” He added, pointing to a much smaller and higher up stack of bottles. “Knock those down, and I've got a toy as big as you are in store for ya!”

“Hmmm…” Rush tapped his chin.

“Come on Dinky, I know you can do it!” Sweetie cheered.

“Go for it, Muffin!” Derpy cheered in tandem.

“Yes, dear, you've got this. I know it.” Rarity added.

“Okay! I'll do it!” Dinky said, her face set with determination.

“Well, now! I've never seen a filly so determined to win!” The festival pony laughed. “And, matter of fact, it's been awhile since anypony got this far… y’know what? I'll give you two chances, just in case the first shot misses!” He said, before handing Dinky two baseballs. “You know the deal… knock all the milk bottles down and you win!”

Rush cocked an eyebrow as the slight suspicion he had began to grow. “Hmm… no, no…” He scolded himself.

Dinky screwed up her face, carefully looking at the small pyramid of bottles, before launching her first baseball at them.

Crash!

And happily, one throw was all she needed. “I did it!” She shouted, bouncing in place happily, “Mommies, Daddy, Sweetie, I did it!”

“Goodness, but you sure did!” The festival pony said, his eyebrows raised. “And you didn't even need the second chance… well, I promised you a prize, so here you go!” leaning down for a moment, he came back up with a huge, soft-looking Ursa Minor plush that was just a little bigger than Dinky herself. “I dare say you've earned, little filly!” He finished, giving her the toy.

Rush smiled widely and picked up both Dinky and her new toy in one motion, perching her atop his shoulders with Sweetie. “That’s amazing, Dinky!” Rush congratulated. “What do you two say to some more trick or treating?” He asked, looking up at the two foals.

“That’d be awesome!” Sweetie bounced.

“Yeah!” Dinky shouted in tandem, cuddling her new toy. “Let’s do it, Daddy!”

“We'll come, too.” Derpy chimed in.

“Great!” Rush said, bouncing the two foals on his shoulders as he walked. “Now, where to first?” He asked, looking up at them.

Rarity meanwhile, tapped Derpy on the shoulder, “Darling?” She started.

“Hmm- oh, yeah, Rarity? What's up?” Derpy asked, turning to her marefriend.

“Were you trying to fly fast, or… was Rush just… you know, that fast even with all that extra weight on him?” Rarity inquired.

“Hmm…” Derpy thought for a moment, “Well, I wasn't flying that fast, but… I mean, his name is Rush. I wouldn't be surprised if he was speedy.”

“Yeah… but I think we might be underestimating how strong he is…” Rarity nodded.

“Is this about his claims for his ability in the bedroom, Rarity?”

“No, I’m sure it’ll be just as good as it usually is.” Rarity laughed, “We don’t have anything to worry about with hi- wait…” She paused, looking around for a moment. Rush was gone.

“How did… Oooh, that zebra just love to vanish doesn’t he?” She sighed.

Derpy chuckled. “He probably noticed we weren't looking and slunk away,” She said. “It wouldn't surprise me. Should we go and look for him?”

“I mean, it shouldn’t be hard to look for a large zebra with two foals on his shoulders.” Rarity said, “If we don’t find him he’ll always be back at your home after they’re done trick or treating.”

“No, I meant ‘should we look for him or should we go home and wait’,” Derpy explained, “If anything, we could prepare for later on, or… continue from earlier.”

“Oh, why don’t we head home then?” Rarity suggested, “We do have a lot left to finish…” She teased.

“If by ‘a lot’, you mean each other,” Derpy said, sliding an arm around Rarity's waist.

“Of course I do.” Rarity whispered, “But before we start, why don’t we head back home?” Derpy smiled over at her, leaning in for a kiss.

Once she broke away, the pegasus said, “Let’s go, then.”