Twilight followed Luna silently, the Lunar Princess leading her deeper and deeper into the bowels of Canterlot Castle.

“Excuse me Luna,” Twilight spoke up, “but where exactly are you taking me?”

Luna didn’t answer her, merely replying with a satisfied smirk directed at the mare behind her.

Twilight was smart enough to know that she wasn’t going to get an answer from the Lunar Princess, and once again fell into silence. Despite her growing up in the castle, there were parts that she hadn’t been to, and this was one of them. Luna was taking her to the parts of the castle carved directly into Canterlot Mountain, generally off limits to everypony except high up government officials and active service military personnel.

.”Tell me Twilight, how familiar are you with ancient Equestrian military traditions? Specifically of the Lunar Corps.”

“Not very, Luna, but if you wanted to teach me about them, are you sure that here is the best place to do it?

Luna chuckled in a way that sent shivers up Twilight’s spine.

“Oh Twilight, like my sister says, a hooves-on approach is always the best,” the Lunar Princess said as they stopped , “Do you know what “Equa cum Noctis” means?”

Twilight’s brow furrowed as she rooted through her knowledge of ancient Roaman,

“Mare of the Night?” she finally replied.

“Correct,” Luna said as she floated out a midnight blue ribbon from somewhere on her person, “When the Lunar Corps took part in the capture of a city, I would reward them by selecting the most beautiful courtesan in the city and giving her to them as a gift.”

Twilight’s eyes opened wide in shock,

“You mean?”

Luna grinned devilishly,

“Oh yes, Twilight. A single mare was responsible for pleasing the entirety of my personal guards, and after a battle I assure they were quite... enthusiastic,” she floated the ribbon in front of Twilight, “it is one thing to actively give pleasure while being in control Twilight, but it is a whole other thing to give it while having none.

“Behind me is the barracks of the Lunar Guard, newly reinstated after my return from banishment. There are only thestrals allowed in my guard, they are much more animalistic than the normal pony. A single one would try a normal mare’s endurance. Currently, my guard consists of twenty four stallions and thirteen mares, roughly a third of what they were during their prime.”

Twilight looked back and forth from Luna to the door next to her,

“And you want me!?”

Luna smiled, looking oddly proud at the mare in front of her.

“I think you are more than capable Twilight, but if you do not want to do this, then I will not force you to nor think less of you for saying no.”

Twilight shook her head, her mouth open but nothing coming out, doing her best to process exactly what Luna was asking her to do.

“So, you want me to go in there, and get gangbanged by your entire personal guard. Is that what you’re saying?”

“Correct,” Luna said with pleased smile on her face.

Twilight shook her head,

“So what do I get if I do it? There has to be something.”

“Well, the courtesan did receive a royal boon upon the morn, I see no reason why you should not get the same,” Luna replied.

Twilight raised an eyebrow, a boon from a princess was definitely an impressive gift. The pony in question could ask for anything within reason, and Luna would be obligated to give it. Twilight pursed her lips before a grin broke across her features.

“I think that I would be blessed to revive such a… time-honored tradition of the Equestrian Military.”

Upon hearing her words Luna’s face practically exploded in joy.

“Huzzah!” she bellowed out, “come, Twilight, let me put this on you.”

Luna’s magic took ahold of Twilight’s tail and mane and quickly tied them together with the ribbon, exposing Twilight’s marehood and sphincter to the brisk underground air.

Without further ado, Luna turned around and threw open the heavy door. It swung open surprisingly quiet, hitting the wall behind it with nary a sound.

“At ease!” Luna called out as she walked into the room beyond. Twilight followed her in, her scholarly curiosity immediately taking notes on her new surroundings.

It was dimly lit, but no so much that Twilight couldn’t see where she was going. The Lunar barracks were much less organized than the strict Solar guard’s, with beds strewn haphazardly around the room. The walls themselves were hewn from the rock; unfinished and littered with alcoves and overhangs. Eyes peered at her from everywhere, most of them gold or red, and all of them glowing slightly. Guards slowly convened on the two of them, slinking down from the ceiling, the walls, or their beds.

It wasn’t as if Twilight never saw Thestrals before, but she didn’t have the opportunity to see them up so close. The first thing she noticed was the way they moved. They practically stalked along the ground, knees bent and hooves carefully placed in front of them, Twilight could easily see a predator’s grace in their movement. They were also larger than a normal pony, but not to an extreme degree. Luna led Twilight to a clear area across the room, the crowd of bat ponies following behind.

Twilight could feel their eyes boring into her exposed privates, but she would not let them see her discomfort. Instead she stood up straighter, rolling her hips in an exaggerated way meant to entice the ponies behind her. She could hear the intake from the thestrals, feeling oddly accomplished with herself.

“My loyal soldiers,” Luna said as she turned around, Twilight stepping up to her side, “I’m sure all of you are familiar with the traditions of the Lunar guard?”

The crowd nodded an affirmative.

“Well, Twilight Sparkle here is going to be the first Equa cum Noctis in a thousand years,” she announced with no small amount of pride.

The assembled ponies looked at each other in confusion, little murmurs being passed back and forth between them.

“Excuse me Princess,” a female voice suddenly called out, and immediately the rest of the voiced quieted down. The crowd parted, and a particularly large mare walked down the new path. Her fur was the standard dark grey, and she possessed a dark purple mane with fiery orange eyes. She was older than the surrounding thestrals, but exactly how old Twilight couldn’t tell. That being said, she was most definitely an attractive mare, with a powerful physique that many stallions and mares would drool over.

“Are you sure this unicorn could handle all of us?” She said with a smirk, her eyes looked Twilight up and down the same way Pinkie eyeballs a cupcake, “Although this one does seem rather… tempting.” her gaze stayed on Twilights bounded tail.

“She is my sister’s protege and has proven her capability on more than one occasion,” Luna replied, “she is more than ready for this.”

“Forgive me Princess, but I am not convinced.”

“Very well,” Luna replied , “then I propose a wager. If Twilight is able to bring you to climax within five minutes she will prove herself capable.”

The mare raised an eyebrow,

“And if she doesn’t?”

Luna gave the mare a naughty smirk,

“Then you can have me instead.”

Twilight saw a wave run through the crowd as they processed their princess’s words. The mare in front of her gave no reaction other than a slight widening of her eyes.

“I think that is a fair deal, Princess,” she responded trying to keep her poker face.

“Wait!” Twilight called out, an embarrassed blush spreading across her face as the entirety of the crowd’s gaze turned to her, “thats not fair to me. I think if I do get you to cum in five minutes, then I should get something.”

The mare raised an eyebrow as she turned her gaze to Twilight,

“Very well, state your terms.”

Twilight’s brow furrowed as she stared back at the thestral,

“If I do get you to cum… then you have to do this with me.”

There was no question as to what she was referring to.

Immediately the guards broke out in excited murmurs as Twilight and the mare continued to stare at each other.

“This mare Twilight,” Luna spoke, “is Nightshade. Captain of my guard. And you just asked her to get gangbaged by her subordinates, of which her daughters are a part of.”

Twilight didn’t let the new information phase her.

“Then she shouldn’t have a problem should she?”

Nightshade stared at the unicorn in front of her, she was about to deny the proposal out of hoof, but something about this mare spoke to her. She cocked her head to the side as she stepped closer to Twilight, her slitted eyes examining her closely. She slowly made a circle
around her, inspecting her every curve.

“You do have a rather… tasty figure,” Nightshade commented as her eyes froze on Twilight’s plot.

Twilight jumped slightly when the mare shoved her face in her crotch, taking a deep whiff of her scent.

“Not inexperienced, but rather new to the pleasures of the flesh,” Nightshade continued.

With blindingly fast speed her hoof shot out in a brutal slap, impacting directly on Twilight’s cutie mark. Twilight let out a small squeak, but otherwise remained still.

“Not tight, but not flabby.”

Nightshade continued her inspection, poking and prodding at Twilight, who did her best to remain stock still. Eventually, she stepped in front of Twilight, her face impassive.

“Very well Twilight Sparkle, I accept your wager.”

Nightshade stomped her hoof as the murmurs from the guards behind suddenly rose in a fever pitch. The guards immediately quieted, staring intensely at the two mares.

“Excellent,” Luna smiled, “now, if you don’t mind, lets begin,” her horn lit up and the area around them raised into the air, the hard rock turning into a massive bed as it did so.

Nightshade hopped up and turned around, splaying out on her back, her rear legs facing the crowd.

“Come Twilight,” she cooed, “your feast awaits.”

She spread her muscled legs, exposing her marehood shamelessly. Twilight examined it as she stepped up on the bed, this was the first time she saw a Thestral so close before. Overall, it was extremely similar to a normal ponies, but the lips were quite a bit meatier. She wasn’t even wet yet, but Twilight could smell a particularly powerful musk already emanating from her.

Twilight dropped to her knees in front of Nightshade and shuffled the rest of the way until she was in between her legs. The hungry eyes of the remainder of the guard were boring directly into her marehood, and she could already feel moisture beginning to form inside of her. Twilight brought her face closer to Nightshade’s marehood, feeling almost trapped by the mare’s powerful legs.

“Alright,” Luna said, “you’re five minutes begins… now.”

Twilight immediately squashed the urge to instantly dive in, and instead took her time, bringing her face an inch from Nightshade’s meaty lips and dragging a single long lick from the bottom of her marehood to the top, collecting what little juices she could. Nightshade wiggled slightly at the contact, but did not do anything else. Twilight smiled as the tangy taste of Nightshade’s juices rolled over her tongue. Thestrals tasted just as good as a normal pony.

Twilight looked up, making eye contact with Nightshade as she began to nibble her way up and down her thighs. Her fur was clean, if a bit sweaty, and Twilight enjoyed the taste. Already a small flush was covering Nightshade’s face, even her rigid composure beginning to fail at Twilight’s ministrations.

Twilight brought her face back down to Nightshade’s marehood, already covered in a sheen of her juices. Twilight heard Nightshade suck in a breath as she gave her a powerful lick, the mare’s powerful legs clenching around her neck. Twilight swallowed thickly, Nightshade’s juices were much more viscous than a normal mare’s, completely coating her mouth.

It took a bit of effort, but Twilight pushed her tongue past Nightshade’s outer lips. The mare’s inside muscles immediately clamped down on the lithe muscle, but couldn’t prevent its journey deeper inside. Twilight’s could feel Nightshade’s outer lips winking against her chin, already desperate to be full..

Twilight’s pulled her tongue back, drawing a thick moan from Nightshade, and she began to nibble on the mare’s netherlips. The unicorn smiled contentedly as Nightshade wrapped her lower legs around her head, holding her tightly to her dripping marehood. A shudder passed through the thestral’s body as Twilight’s tongue delved into her once again.

“Halfway,” Luna said.

Nightshade’s eyes opened wide. It hasn’t even been three minutes and already she was being reduced to a panting wreck. It was no secret that she has had many partners - both stallions and mares - in her fourty-three years of life, but none had driven her up the metaphorical wall so quickly.

She was unable to hold back a moan when Twilight’s tongue pressed against a particularly sensitive spot. Her body clenched, pulling Twilight into her as she humped up into the unicorn’s face. Waves of pleasure cascaded through her, her body twisting as her face contorted in ecstasy.

Twilight was grinning now, she knew that it was already over for Nightshade. Her new instincts were on fire, knowing just what to do to drive the thestral closer and closer to orgasm. She could feel Nightshade’s juices dripping down her chin, copious amounts of them falling to the bed below. Twilight began to thrust her tongue in and out of the mare, fucking her with the same motion a cock would. Lewd squelching noises sound from Nightshade’s marehood as the mare started to moan continuously.

With an exaggerated movement, Twilight pulled her tongue out of the mare and gave a single, strong lick from the Nightshade’s clenching plothole to her meaty clit. She wrapped her lips around it and bit down on the sensitive flesh, knowing that the rough treatment was just was Nightshade needed.

Nightshade immediately let out a long warbling screech as her orgasm hit, seeing stars as her body exploded in pleasure. A fire seemed to spread from her core, radiating throughout her entire body as she came. Never in her life had she had such a powerful orgasm, she couldn’t help but curse as her vision went white.

Thestrals were as intense in cumming as they were in battle, a fact Twilight swiftly found out as Nightshade’s fluids literally exploded from her marehood. Ludicrous amounts of it soaking her fur as Nightshade’s powerful legs held her tight to the thestral’s spasming marehood. Twilight swallowed as much as she could, the thick fluid completely coating her throat on the way down.

“Four minutes,” Luna said with no small amount of pride.

Twilight grinned, but didn’t let up her assault on Nightshade’s marehood. She continued to lick, suckle, and nip as the thestral’s orgasm continued. Not allowing the mare a moments respite from the onslaught of pleasure.

“Five minutes.” Luna finally said.

With one final lick, Twilight pulled back from Nightshade, a triumphant smirk plastered across her face. Nightshade herself went completely limp as her orgasm faded, her chest heaving as she struggled to regain control of her mind.

With a start, Twilight suddenly realized how wet she actually was. She could feel her juices drooling from her netherlips, her inner thighs already completely soaked. Turning her head, she looked at the assembled guard ponies and her eyes bugged out of her head. What little armor they previously had on was nowhere to be found, and they were much closer to the bed than when she started. They were either masturbating themselves or others - gender not seeming to be a big hangup for them - and all of them were staring hungrily at the two mares on the bed.

“Oh my poor Captain,” Luna cooed as she smoothed down an errant lock of Nightshade’s mane.

“I didn’t have a chance did I,” Nightshade blearily replied, her eyes finally beginning to refocus.

“No my poor, poor captain, you didn’t.”

Nightshade smiled weakly,

“I shouldn’t have underestimated her. You certainly trained her well.”

Luna smiled proudly like a mother,

“Yes I did,” the princess stood up, “you two have a full night’s work ahead of you, and you best get started.”

Luna turned and looked at the shamelessly clopping guards,

“If Twilight comes out of this with any out of place injuries I will personally snap the neck of the one responsible,” the princess threatened in a deep voice.

The guards nodded and Luna gave them a smile,

“Well then, have fun.”

With her part done, Luna stood up and walked to a spot comfortably away from the mass of ponies, but still close enough to interfere if anything goes wrong.

Nightshade smiled at Twilight as she pulled her up her body, quickly claiming the unicorn’s mouth in a heated kiss. The guards closed in on the duo as they sloppily made out on the bed, their tongues dueling in each other’s mouth.

With a muffled yelp Twilight was pulled off Nightshade and deposited on her back, a crowd of muscled bodies surrounding her.

“I’m going to eat her out first, and then the rest of you can have your fun,” Nightshade ordered the guards, “but the rest of her” she looked back at twilight “is fair game” .

Twilight looked meekly through her spread rear legs, Nightshade’s pleased looking face staring back at her. The Thestral licked her lips, showing of her long sinuous tongue reminiscent of a reptile. Maintaining eye contact she leaned down and began to eagerly lap up Twilight’s leaking juices.

Twilight was unable to repress a moan; Nightshade’s tongue was surprisingly rough, the unique texture of it was already sending bolts of pleasure up her spine. Smirking at her treat, Nightshade buried her lithe tongue in Twilight’s twat, happily swallowing down Twilight’s tasty juices.

Twilight’s vision was suddenly cut off as the crotch of a stallion filled her vision. For only a moment she was able to make out his member in detail, and it looked pretty much the same as a normal pony’s except the balls seemed a bit bigger. The stallion lowered his scrotum towards Twilight’s open mouth, quickly placing the heavy orbs inside.

Twilight’s nose was immediately assaulted by the stallion's dense musk, the taste of his balls thick in her mouth. She moaned as she began to suckle on them, reveling in the feeling of the stallion on top of her. She didn’t resist as her front hooves were pulled away from her from two other guards. A stallion and a mare Twilight quickly figured out, as they brought her hooves to their crotches and she immediately began to do her best to pleasure them while not being able to see them.

The stallion on top of her shifted slightly, dipping his other ball into Twilight’s mouth for the same treatment. Nightshade began to rock back and forth in between Twilight’s legs, letting out a low continuous moan into the unicorn’s marehood. It didn’t take long for Twilight to figure out that a guard had mounted her and was already enthusiastically pumping into her. Two other guards, both stallions this time, grabbed Twilight’s rear hooves and began to pleasure themselves with them, their precum providing ample lubrication.

The stallion on top of Twilight, evidently happy with the treatment his balls had gotten lifted off. Twilight took a deep breath, but quickly found the head of a cock being shoved inside her mouth. She let out a delirious moan as the taste of the stallion’s precum flooded her mouth. Like Nightshade’s juices it was much thicker than a normal pony.

He tilted Twilight’s head back and began to pump in and out of her mouth, the angle providing a direct passage down the throat which he happily took advantage of. It wasn’t long before he was thrusting his whole length in and out, lewd slurping noises sounding from Twilight’s mouth.

Twilight heard Nightshade moan as she was lifted up and another body placed itself in between Twilight’s legs. The captain let out a loud moan as she was lowered back down, and Twilight quickly figured out that the stallion under Nightshade was feeding his cock into her marehood. This time it was two tongues that started to feast on Twilight’s nethers, attacking both her sphincter and marehood.

The mare using Twilight’s forehoof as a masturbatory aid quickly came, drenching Twilight’s hoof with her cum. The mare was pulled away, and another cock soon replaced her. The lubrication she provided proving superfluous to the stallion’s precum.

Twilight squealed in shock as she was lifted off the bed by powerful legs, a stallion quickly slipping himself underneath her. She tensed slightly as the stallion’s thick cock pressed against her rosebud, but the stallion slipped in without ceremony; burying himself in her ass in a single stroke. The unicorn moaned lewdly, reveling in the feeling of her insides being split open. The two tongues bathing her nethers in saliva didn’t slow, not caring about the addition of a cock into the mix. The stallion began to pump up Twilight, his position only allowing him short, powerful strokes.

The stallion thrusting into Twilight’s throat was starting to shudder with every breath, and Twilight could almost feel his balls tightening. With a few final, erratic thrusts, the stallion came, firing the first few ropes of cum down Twilight’s throat. The unicorn moaned as she felt the stallion blasting her stomach, Thestral’s apparently loved to cum in volume, and Twilight eagerly swallowed all the stallion gave her. Eventually the stallion pulled out, electing to paint Twilight’s face with his final bursts of cum. The stallion stepped away, and almost immediately a mare pressed her soaked marehood to Twilight’s mouth.

Twilight felt Nightshade bury her tongue in her marehood, the lithe muscle going directly to Twilight’s g-spot. The unicorn squealed as an orgasm suddenly raced through her body, violently jerking her hips into the hungry mouths. Pulses of ecstasy radiated through her body as her juices squirted out of her, coating the ponies at her crotch.

When her orgasm faded, Nightshade was immediately pulled out form in between Twilight’s legs and carted off to somewhere else on the massive bed. Amidst the shuffle of bodies, the marehood covering Twilight’s face was lifted, and the unicorn was treated to the sight of a stallion shoving his cock down Nightshade’s throat. The captain’s forehooves were eagerly stroking two other stallions, and a mare seemed happy to grind her cunt on Nightshade’s back.

Surrounding them was the entirety of the night guard, each and every one of them intensely aroused. Twilight could see the predatory look in their eyes which sent shivers up her spine. The smell of sex was thick in the room, each of the cocks and marehoods already covered in a sheen of juices.

The stallion whose cock Twilight was still stroking let out a groan as he came, spurting his seed all over Twilight’s chest. Twilight continued to stroke him instinctively, the mare returning her pussy to Twilight’s eager mouth as the stallion continued to paint Twilight with his seed.

Another guard came in from somewhere, placing himself in between Twilight’s legs and quickly sliding into her tight cunt. He was unable to stop himself let out a groan as Twilight’s muscles milked his cock. He swiftly started up a brutal pace, slamming his groin into Twilight’s with lewd slaps. A sopping marehood filled Twilight’s vision and rapidly descended on the unicorn’s mouth. Another mare straddled Twilight, and the unicorn could feel the mare’s nether lips soaking into her chest fur. The sounds of a sloppy makeup session floated down.

The stallions pumping into her ass and cunt were relentless. Pure animal instinct guiding them as they slammed into Twilight again and again . The unicorn’s entire world devolved into the sensations around her. She could feel her body being rocked back and forth, reveling in the sensations of the cocks spreading her open and piercing her to her core. Twilight moaned as the cocks impacted her in sync, the sound vibrating up into the mare on top of her mouth and causing her to cum. A rain of marecum flooded down Twilight’s face, mixing with the semen already there.

The mare on her mouth moved downwards, now two mare’s were grinding themselves on her chest. Twilight’s mouth hung open, the mare not finding the energy to close it. A stallion quickly took advantage of it and fed his cock into her mouth, causing a noticeable bulge to appear in Twilight’s throat. Loud gluks sounded from the mare’s throat as the stallion began to pump in and out. Twilight felt an orgasm building, a coil of pleasure twisting tighter and tighter deep within her core.

The stallion under Twilight let out a loud groan and came, filling Twilight’s ass with his cum. Twilight squealed as she felt her ass being pumped full of cum, the stallion’s cock still buried in her not allowing any to escape. The cock in her marehood didn’t slow down, pounding her through the other stallions orgasm.

Twilight felt herself being lifted up and the stallion under her slip out from under her, another one immediately taking his place. A fresh cock was buried in Twilight’s ass as she was lowered back down, the stallion not caring about sloppy seconds. The new cock kept most of the cum locked inside of her, with some of it seeping out from their intertwined sexes.

Twilight’s orgasm came when the stallion in her marehood started filling her with his semen. Her marecum squirting from between them as her womb was bathed with his cum. Her body clenched as the coil of pleasure whipped through her, a continuous moan sounding from deep in her throat. Twilight felt cum starting to rain down on her form the surrounding crowd, some stallions and mares unable to stave off their own orgasms as they waited for their turn with Twilight. Her entire body was quickly covered in juices from the stallions around her adding to the juices from the guard ponys who already had their way with her, turning her purple fur a cloudy white. The stallion in her twat pulled out, and like her ass it was immediately filled by another stallion.

This continued on and on and on, Twilight being sent from orgasm to orgasm as her body was used by the Night Guard. It felt like her body was practically bloated from the amount of cum pumped into it. The bed around her was covered in semen and marecum, but the thestrals appeared uncaring.

Eventually Twilight found herself face down on all fours, for the first time in a long time only a single cock was buried in her. The stallion eagerly pumping back and forth into her sloppy marehood.

“Having fun?” Nightshades said from in front of her.

Twilight’s eyes finally focused as she wiped away the cum blocking them. Nightshade was in front of her, appearing in a similar state to Twilight. Her grey fur was completely painted white, Celestia only knows how many orgasms that took. Her mane was caked over her eyes, still more cum in it. Nonetheless she had a broad grin on her face, appearing unphased by the state of her body. A stallion was behind her too, thrusting into her from behind.

“You’re doing better than I thought you would,” the captain said, surprisingly there seemed to be a touch of pride in her voice.

“How many more?” Twilight asked, her voice hoarse from the amount of cocks shoved down her throat.

“Poor Twilight,” Nightshade cooed as she pulled Twilight into a kiss, happily slurping up the remaining cum in the unicorn’s mouth, “no Thestral is satisfied with just one round.”

Author's Notes:

So finally got this done. huge thanks to Natasha and Iakovl for their help, this wouldn't be half as good without them going through it and fixing all of my mistakes. So I hope you all enjoyed this two-chaptered oneshot/ Feel free to check out my other stories and follow me so you can keep up to date with what I'm doing.

Thats it for now
Gold4tune out, pce /)