“Thank you oh so much again Twilight for helping me with the crusaders... I can't imagine what would have happened had you and Fluttershy not shown up!”

“Oh it's no problem Rarity, I was just glad to help.”

“Well we sure as sugar do appreciate ya'll givin us a hoof. Maybe there's something we could do to make up fer it?”

“Ooh! Ideeeaaa~!” Rarity announced as she raised a hoof proudly. “Since fluttershy is letting the crusaders sleep over at her place again, how about I take you both over to my place for a sleepover of our own?”

“Well shucks, that there sounds like a pretty good plan, dontchya think Twi'?” Applejack said.

“Well, it would be fun and all... but Spike is still asleep upstairs.” Twilight claimed, hesitation in her voice. “It's really late, and I'm not sure if I should leave him alone for the night...”

“Oh don't worry darling, I'm sure Owlowicious won't mind looking over him while he's asleep.”

“Well... I guess it couldn't hurt. I'll head over to the library to let him know to take care of spike, then I'll be right over, okay girls?”

“Take yer time, Twi'. Me and Rarity will get the place set up fer ya, okay?”

“Alright, sounds great girls. I'll see you in a bit!” With that, Twilight Sparkle trotted down from atop the hill in one direction as Applejack and Rarity left in another, the night sky above them emanating just enough light for them to find their way in the dark streets of Ponyville. It did not take long for Twilight to reach the library, and it took an even shorter time for her to gather a few things and let Owlowicious know of her plans for that night. After her short preparations, Twilight left the library and headed straight for Rarity's home, a smile on her face with high expectations for the night she was about to have.

Inside the Library, it was pitch black – the perfect environment for a night owl. What's more, Twilight wasn't going to be home, and Spike was already fast asleep in the room upstairs... a perfect opportunity for some late-night hunting. Owlowicious took flight and headed up to one of the openable windows, gently using his wing to creak it open just enough for him to fly out towards the edge of Everfree for a late night snack. It was just a quick trip, and he would probably be back in about 20 minutes or so... what could happen while he was away?

Back in the Library, the darkness still loomed, and not a single creature lurked or stirred in the dead of night. It was only a minute or so after Owlowicious left, however, the the calming darkness was interrupted by a loud thud coming from the balcony of the library. Outside, a set of hoofsteps could be heard, and then the door to the balcony opened magically, allowing entrance to a dark figure which slid in quietly. The figure seemed to look around slowly, taking careful examination of the setting around it. Again it moved, slowly, making its way down from the balcony and towards the opposite side of the library. The figure was like that of a pony, except larger, with its mane lightly sparkling in the darkness. There was also a very quiet, yet distinct chatter coming from the figure, as if it were the sound of jittery teeth from a freezing pony.

The figure continued on, now reaching the bottom of the stairs to the bedroom above. It examined the stairs for a quick moment before beginning its ascension, slowly and quietly moving up towards the door. As it reached the top, the figure abruptly stopped and listened closely – there was a sound on the other side, the sound of... what was it... snoring. It was now apparent that the rhythmic sounds coming from the other side was obviously that of light snoring. The figure faced the door directly, and a long yet thin cone on its head began to shine with magic.

The door opened, and the figure entered slowly, taking care to be even more quiet than before. It approached the bed, and took a second to examine it... empty! There was no pony sleeping in the bed, however... on the far side of the room, a noticeable lump was rising and falling in a smaller bed, at the exact spot the snoring seemed to be coming from. The figure then began approaching this smaller bed, its cone once again shimmering with magic. The sheets that were originally covering the lump slowly began to slide off, revealing a purple and green-scaled body resting in the bed. As the figure drew even closer, the small dragon began to stir slightly, obviously reacting to having its covers taken away.

“Where's my blankey...” Spike mumbled softly, having been unexpectedly hit with a cool rush of air. His eyes still closed, he reached his claws around for his blanket, but couldn’t' find it anywhere on one side. He checked the other side, but again the blanket wasn't there... did it slide off the bed? Spike didn't know, but his slumber was now fully disturbed. He shivered slightly, another soft yet cool blow of air whisking against his scales. Spike shivered slightly, and hoped dearly he could find his blanket soon, or else he would have to actually get up to look for it.

Another blow of air, except this one was... warmer. Spike didn't notice at first, and continued to irritatedly claw around for his beloved blanket, eager to get back to sleep. Another blow of air, this time much more noticeable and a bit warmer as well. Spike stopped... was there a heater in here? He didn't remember Twilight putting one in. As he thought for another moment, a third blow of air came in, this one stronger and hotter than the others. Spike could now feel the little bits of humidity in the air that was being blown on him, and finally it dawned on him...

“Uck, Twilight... are you breathing on me?” He said, lazily leaning up in his bed, his right hand scratching his head with his eyes just starting to open. “Ya know Twi, I really enjoy sleeping without you blowing down... my... neck?”

It was at this moment that spike looked at, and saw through the darkness the large, not-Twilight figure standing before him. Another breath of hot, warm air blew against him as the cone above the figure’s head lit up, revealing its figure with the magically conjured light.

“P-princess Celestia?” Spike asked, baffled at the princess' presence. “What are you doing in...”

Spike was interrupted by the sudden appearance of Celestia's tongue, which slithered down and licked slowly from his stomach, all the way up his chest and neck, gliding across his face and even the his top front spine on his head. Spike froze, a his face plastered with shock and disgust as he tried to register exactly what happened.

“C-celestia...?” Spike asked, his voice shaking and now stuttering slightly. His eyes adjusting to the light, he could not see the princess' face.. distorted by a large, wild grin, her eyes slightly bloodshot with her pupils withered down into tiny black beads. Her teeth were also jittery, and her bottom lip had a drop of drool slowly sliding down towards her chin. Spike reared his head back, subtly trying to distance himself from this apparently insane figure of what he somehow believed was Princess Celestia.

“Spiiiiiike...” Celestia finally spoke, her words sending a cold, harsh shiver down Spike's spine. It was her voice, except, distorted somehow... manipulated to sound somewhat more like a creature than like the normal elegance it had. Spike started to scoot back, Celestia's piercing gaze beginning to strike fear into Spike's little heart, as if everything he held inside of him, every piece of what made up his characteristics and his being were suddenly pulled open and being examined by the same eyes that were boring onto him now. The princess took a step forward, keeping the distance between the two the same as Spike continued to try to scoot away.

“Spiiiiike, where is she...” The princess said, using the same tone as before.

“Wha...” Spike gulped hard, his voice cracking as his brain tried to feed some sort of words towards his mouth, being blocked by the storm of utter confusion and shock that raged in his mind. “W-w-what? Where... where is w-who?”

“Twilight...” Celestia replied, adding a large, hearty breath to her word. “Where is Twilight Sparkle... my most prized pupil.”

“Uhm... I, sh-she's not here?” Spike glanced over to Twilight's bed, and sure enough the bed was empty. Celestia spoke again, sending another moist wave of hot air against Spike's already wet body.

“No... Now tell me, where is she?”

Spike knew he was running out of options. Perhaps Twilight had gone out to one of her friends' places, or just went out for a stroll somewhere. At the same time Spike tried to find his happy place, a place he could go away to and not be in this horrible situation, a place with gems... with wonderful decorations, with all sorts of wonderful marble stones and a large cave... with Rarity... ...Rarity! Maybe Twilight went to Rarity's place, it would surely get the princess out of here and... NO! He had to protect Rarity! But he couldn't just sit there and say nothing, the princess might get upset and do something truly... not good to him. His mind raced, he tried to think of the one place Twilight would never be, and that maybe nopony would be at this time of night. Each moment though he could feel Celestia's breath get stronger, each blow of air swirling its hot humidity around him and involuntarily beginning to warm his blood. Spike struggled for a solution, for an answer of some sort, somewhere deserted, yet somewhere somepony would obviously go to, somewhere like...

“U-uhm, maybe she... went to uh, R-rainbow Dash's p-place?”

Celestia raised her head slightly, her eyes breaking away from Spikes as she thought to herself. Of course, it was so obvious! Perhaps Twilight was having a sleepover at a friend's house... and if she found her, perhaps there would be one of the other mares around she could feel at the same time.

“Rainbow Dash...” Celestia said, her body rising slowly as she looked off in the general direction towards Rainbow Dash's home. After only a few seconds, Celestia turned around and immediately flung herself outside the door, telekineticly closing it behind her with magic and then out of the library all together the way she came.

Spike slumped down in his bed, now shivering in fear from what he just experienced. He knew that Rainbow Dash may now be in danger, but she was a very traveled pony... perhaps she would instead be lazily sleeping on some cloud somewhere, far away from her home. Maybe she was wherever Twilight was, and that they were off in the Everfree Forest somewhere exploring some cave. Spike didn't know, he had no way of knowing, but he hoped that when he woke up in the morning, everything would be better and he could just pretend this was all a dream.

Spike looked over for a quick moment and saw his beloved blanket over the edge of his bed, just slumped aside barely out of his regular reach. He leaned over and grabbed it, pulling it over himself as he curled up and snuggled against it in his bed. He was still shivering slightly, trying desperately not to think of what happened to him. He went back to his happy place, the gem-filled cave with the marble stone walls and Rarity cuddled up beside him.

The dark figure of Princess Celestia traveled over ponyville, her wings spread wide as she flew over the buildings and towards the outskirts of the town. After having flown over and around ponyville multiple times for previous visits, the one cloud home next to the town tended to stand out from the surrounding landscape. Quickly yet quietly she flew, keeping her stealth through the night as she neared her target. It was already in sight, the home-shaped cloud with the few streams of rainbows flowing off the edges. Celestia flew closer, and then gently set down on the steps of the house.

Celestia approached the door, her hooves lightly and quietly stepping on the soft cloud steps. Her horn lit with magic once more, and the door slowly opened without even the slightest creaking sound, adding to the stealth of her approach. Slowly she slipped inside, careful not to cause any sort of noise while she began inspecting the main room of the home. This house was small, and there was only the main room and a closet on the side, with stairs leading to a balcony section of the home to the left of the entry. Celestia peered to the right side, and noticed the bed against the wall. Slowly she approached, peering through the darkness to see any lumps under the covers, to see any sign of a pony mane or hoof or tail... but there was none. Celestia lit up her horn and brought a small amount of light to the room, yet the place was empty, deserted... nothing was here. Celestia cursed her luck under her breath, and had just started to turn around when suddenly a voice rang out through the night.

“Oh Daaaashiiiiie!” Sounded the high-pitched, squeaky voice. Celestia froze in place, her beady eyes peering left to right. She had heard that voice before, but where...?

“Raaaainbow Daaaash, are you up there?” Yes, of course! It was the sound of the party mare, the Pink one!

“Are you up there Dashie?” Pinkie Pie called from below the cloud house. “I saw some colors fly through the sky, so I thought it might've been you! Are you out doing some late-night pranking without me?”

Celestia poked her head out over the steps of the cloud home, able to see the dark figure of Pinkie Pie standing below.

“Oh there you are Dashie!” Pinkie Pie exclaimed excitedly. Though she was unable to make out the dark figure of a head sticking out over the clouds, she immediately assumed it was indeed Rainbow Dash. “So you were awake, aha! I was right, wasn't I? You tricky, sneaky dashie you!”

Twilight Sparkle was not here, nor was Rainbow Dash, but Pinkie Pie was one of Twilight's closest friends, one of the ones Celestia most dearly wanted to feel against her. Though she hadn't found her student yet, the pink one would have to suffice... for now.

“Hey, c'mon down here Dashie! I want you to tell me some of the pranks you did!”

The dark figure which Pinkie assumed to be Rainbow Dash withdrew back behind the clouds, as if ignoring her desires completely. Pinkie huffed lightly, yet before she could call out again, the figure reappeared over the edge, with its full body present and its wings spread out. At first Pinkie face lit up with glee, but the next moment she realized that the figure was far too large to be Rainbow Dash. What's more, the figure had hooves, so it wasn't Gilda or anyone like that. To add on to this, the figure was growing in size rapidly, meaning that it was coming down... right on top of her!

Celestia pounced on top of Pinkie Pie, sending her falling to her back below her. Pinkie grunted slightly from the impact, but quickly look around her to see the figure having her pinned and standing over her, as if triumphant. Pinkie was utterly confused, there was nopony she knew as big as this! Not Rainbow Dash, not Ditzy, not Cloud Kicker or Flacky, just no one! The only creature in all of Equestria with this kind of form was...

“Princess Celestia?” Pinkie asked, her voice riddled with confusion.

“Yes my sweet child?” Celestia replied, her voice aired with the same disturbance that she used to confront Spike with.

“What are you doing here?” Pinkie questioned again, oblivious to the strange sound in Celestia's voice. Then her face lit up as one probable reason jumped into her head, and she gasped out in surprise. “Ooh, Princess, are you personally inviting me to a party!? I would LOVE to go!”

If Pinkie Pie wasn't pinned, she would surely be hopping with joy right now, barely able to contain the excitement that was built up inside her. Celestia, however, brought some light to her horn and began to illuminate the area around them. At first pinkie made “Oooooh” sounds as she saw her and Celestia lit up, but her vibrant smile and happy demeanor quickly faded as she looked straight into Celestia's eyes.

Those same wide, bloodshot, beady black eyes gazed back towards Pinkie's, doing the same thing they had done with Spike, Luna, and the two guards earlier that night. At first though, Pinkie stared at Celestia with only the slightest frown. Then she actually began to giggle, thinking this was some sort of game or a playful attempt to scare her, but the giggling also faded as Pinkie felt a weird sensation on her tail. Looking down, she could see Celestia's tail brushing up and down her own , stroking the length with its tip wile it gently glided over.

“Princess Celestia? What are you doing?” Pinkie asked before looking to see that Celestia had moved her face up to hers, their noses now touching and her eyes once more connected to her own. This time Pinkie couldn't look away, her gaze was fixated towards the source of the Celestia's gaze as her beady eyes struck down a stare that seemed to shoot down like a bolt of lightening, sending it straight into Pinkie's head and mind and probing around every corner and section of her brain. The same bolt traveled through her body, sending a cold, painful shiver that suddenly brought fear into Pinkie's heart.

Celestia's tail slid upward, traveling up to Pinkie's rear and stroking it gently. At the same time, her mane lowered down and wrapped itself around Pinkie's mane, stroking it up and down from the tip to where it connected with her head. Celestia's gaze stayed fixated on Pinkie's eyes, using it like some sort of paralysis beam for her victims. Pinkie's body felt cold, and no longer could she feel any sort of happiness or joy that she felt earlier, only this foreign, strange feeling that now puled through her body from where Celestia's mane was touching her. Soon, Celestia began to lower her body down towards Pinkie's, her tail now sliding around and gliding around her haunches and just under Pinkie's lower tummy.

“N-no! Wait, stop it!” Pinkie suddenly cried, her eyes closing in order to break away from the cold, terrifying gaze that Celestia was using on her.

She quickly rolled over form under Celestia and tried to press upward to a full stand, but the princess was already bearing her body down on top of her. Desperate, she tried to push herself out and make a run for it, but the princess suddenly applied more pressure as the weight of her body came down on top of her, pinning her on her stomach. She tried sliding back under, perhaps able to slip away like that, but all she was able to get free was her rear, which stuck out and upwards from behind her.

Celestia could feel Pinkie's struggling, and that only made her lust grow as she felt the small pink pony squirming to get free underneath. The feel of the pink one's body rubbing and wiggling up against her, the pleasure was maddening! Her muscles tensed, and after a moment she pressed her whole body down and began to roughly grind it against the pink one's. Her tail flung down and gripped itself around her subject's waist, keeping her rear stuck up high while Celestia used her haunches to rub and grind up against them. Simultaneously, Celesta's hair shot down towards pinkie's head, splitting as they reached with one half of the hair sliding around the left side and the other half to the right.

Pinkie gasped out as Celestia's hair traveled down, but before she could close her mouth, the hair – acting like it was some sort of living tentacle – slid down and up into her mouth, forcing her mouth open and pulsating towards her throat. She gagged slightly, now having to breath through her nose as her mouth was filled up while her back and rear were being harshly rubbed by Celestia's coat. There wasn't enough force to crush her – Pinkie knew that with Celestia's size, that might be possible – but there was certainly a nearly overwhelming force bearing down on her, with every powerful grind sending a strong pulse through the length of her body and around all corners and edges.

Pinkie's legs were shaking, as Celestia had been dominating her now for about a minute. Her attempts to escape only seemed to feed Celestia's strength and made the overwhelming pulses grow stronger, which held the strangest yet also most pleasurable sensation to them. At first Pinkie's back was on fire, but that flame quickly seemed to melt through her coat and bring a moist warmth throughout her entire body, now making her almost instinctively move in sync with the grinding motion from above her. The now slick hair in her mouth had begun pushing down her throat, staying in two distinguishable twirls of hair that represented the bit entering from the left side of her mouth and the bit entering from the right. The two slimy bundles pushed and writhed themselves in further, their writhing in sync with the grinding of Celestia's whole body, adding more to the intense sensation that rocked her down to her very core. Even Celestia's tail itself was pumping around her waist in perfect synchronization, keeping her rump held high and her haunches elongated and exposed while Celestia's powerful hips pulsed roughly against her, adding the final bit to the overwhelmingly pleasurable sensation that constantly reverberated through Pinkie Pie's entire being.

Unable to control herself, and with a sudden passage available from the two invasive lobs of hair in her mouth and down her throat, Pinkie let out a loud, sensual moan that had mustered itself up from the deepest parts of her body. After the moan, the two tentacle-like pieces of hair gradually slid out and under her, stroking her own hot wetness down to her chest and tummy, coaxing over almost every bit of her coat. The pleasure only increased, and Pinkie let out another even louder moan, and another, and even more after that. Each moan came at every other thrust down onto her, keeping with the rhythm of this overwhelming source of this unimaginable pleasure. It felt as though Pinkie had thrown the best, biggest, most wonderful party in all of Equestria, and the beat of the party music matched the rhythm that Celestia was using to grind down on top of her.

Minutes passed, and Pinkie had began sweating heavily earlier on, her coat wet and sliding more smoothly against Celestia's. Even so, the continual rush of this heavy sensation had sapped all the energy Pinkie Pie had, and before long she eventually collapsed onto the ground, gasping heavily, her mind scrambled with an uncountable number of mixed feelings, and her body worn out from the intense, wet heat that still coursed through her veins and made her body twitch and spaz uncontrollably. Pinkie couldn't go on any longer, and she very quickly found her eyes shutting and falling into a deep sleep.

Celestia rose slowly off the warm, sopping wet mess under her that had finally become exhausted and fallen fast asleep. Unfortunately, Celestia herself had not had nearly as much pleasure as she wanted, though the pink one did provide a good source of temporary fun.

She looked up towards the sky, and saw the moon was still relatively high in the night sky. She still had a target, one pressing goal that she had to reach, and this pony was only the start of things. Her mind traveled around for a bit as she pondered her next destination. She now knew that Rainbow Dash was not home, and with Pinkie here, the others would not be at her home of Sugar Cube Corner. That left only Fluttershy's Cottage, Rarity's Carousel Boutique, and the Apple Family House. The cottage in question housed Fluttershy and a bunch of small woodland creatures, which did not meet up to Celestia's desires. The Boutique had Rarity and Sweetie Belle, yet the Apple Family house would have the old mare Granny Smith and Big Macintosh, and more importantly Applejack. Even if there were only those few, it was for more of a bounty than the other two destinations brought, and it may just be where Twilight Sparkle was!

Celestia looked down below her, the pink one curled up now and sleeping soundly. The time with her was over, and Celestia now had more pressing matters to attend to. She extended her wings and propelled herself off the ground and soaring through the sky, heading all the way across town towards Sweet Apple Acres.

In the solitude of her room, Luna slowly and lazily woke up, her body stiff and not wanting to respond to her orders. Her mind was in a daze, and it was hard for her to remember much. She looked out the window and saw it was night time, and though that perhaps she had just taken a nap from a hard night of studying Equestrian tax laws. Then she looked at the calender, and saw the date set to April 1st.

“April first... but that means...” Suddenly, Luna gasped out loudly as the events from earlier that night all came crashing into her mind like a runaway freight train. The prank, the spell, the light, the guards...

“Celestia! Oh my... Where, where is she?” Luna looked around the room frantically, wishing in vain that the princess would be right there. However, she was nowhere in sight, and the last thing her older sister said to her before she passed out suddenly popped into her mind.

“Twilight Sparkle...” she repeated aloud. She needed to go find her, and keep her away from her sister. But first, she needed to get some help. Celestia was far too powerful for her, especially in the overwhelmingly dominate state she was in now. Luna thought for a moment, and then came up with her first idea.

“I need to round up the guards...” Luna said to herself, realizing that they were probably her best bet at subduing the princess. Luna gathered herself and organized her thoughts for a few seconds, and then took off down the hall, hoping to find as many guards as she could and get them down to Ponyville to save Twilight Sparkle and her friends, before it was too late.

-End part 2