Twilight's Midnight Violations

a Shameless Clopfic

Chapter 6

It was getting dark, the pale light of the moon giving only the faintest outline of shapes within the orchard. It was too late to be this far out, especially considering what has been going on in town recently. But here he was, looking for where his sister could have gone off to. Big Macintosh made his way down the path that lead from the farmhouse he and the rest of his family shared. It lead him around the small fields where the Apple family grew their vegetables, down past fields they had let go fallow for the year, and towards the lower orchards. That was what they called the area that was just a stone's throw away from Whitetail Woods. Most of their farm sat up on hillier land, but here the trees found themselves flowing down to more level land, spreading out like a spilled bucket of green and red paint upon the landscape.

But with the sun gone and the moon rising above, all the colors were muted, thrown into different shades of gray. It was through this that Big Mac looked for her sister, wondering what could of kept her out so late. Applejack was always one to keep working till the job was done, but even she had enough sense not to stay out all night and miss dinner. The more he thought about it, the more it had started to worry the large work horse.

And so he had stepped out to find her. As he came up on the edge of the lower orchards, looking down upon the trees from a small hill, he saw the signs of his sister's work. Barrels of apples were lined up just this side of the trees. Each one was piled full of apples, the sign of a full day's work. But they were all uncovered, left out in the open. The tarp which should have been tied over top of the apples was still folded up on the ground, seemingly untouched. This wasn't right, his sister would never run off and leave things half finished like this.

Slowly he looked around, searching for some sign of where his sister might be. There, he saw something moving just past the trees. Something slowly crawling out from behind one of the apple trees. It was his sister.

Her back legs refused to work right. Her whole body ached, and her insides felt bruised from her chest to her nether. Each move she made caused pain to shoot from her sore petals. She was sticky and wet, leaves, dirt, and twigs clung all over her. She had to drag herself through the orchard with her front hooves, straining through the pain to make it back. All the while, she couldn't stop them. Tears kept flowing freely from her eyes, running down her cheeks and dripping from her chin. She couldn't stop them, couldn't keep herself from sobbing.

Deep inside, she felt the weight left behind by Twilight. Felt it's still warm shape shifting inside her body, pushing her sore belly out against the rough ground. Every now and then, she felt her bruised sex open, releasing only a small portion of that weight, but never enough to lessen the pressure enough to matter. She saw him up on the hill, his red coat silhouetted by the light of the moon.

"B-Big Mac... Halp me..." she breathed out, her voice was weak and dry after pulling herself so far. She watched as he started to gallop down the hill, heading right for her. At last, some pony to help her, to take her home. It was what she wanted, but not who she wanted. She collapsed on the ground, curling up as her brother got closer. She grit her teeth and squeezed her eyes shut. Why wouldn't her tears stop? Why was she still crying?

'Why... Why did she leave me?"

------------------------------

The trail through Whitetail Woods was dark this late at night. But Twilight didn't bother to use her horn's magical glow to light her way. For one, that would have made it too easy for some pony to spot her as she headed from Sweet Apple Acres. But also, for some reason, she didn't seem to need it. It was strange, but ever since things started, she could see just fine in the dark. Sure, everything was darker, and it was a little harder to make out details. But she could find her way just fine, see things in the dark just as well as she could in the light. It was as if she walked around with her own personal night light.

Twilight sighed softly as she made her way through the trees, turning from the path to cut across a stretch of forest. She hated having to leave Applejack alone like that. But she had to. She knew that, eventually, her mare's family would come looking for her. It wouldn't do any good for them to find Twilight there as well. The last thing she needed would be to have to explain what had happened or, Celestia forbid, have to fight her way past them. If she had to do that, it would have broken her little brood mare's heart.

So she had to leave. She had even left her mare with a little kiss to her rump before she left. Twilight knew it wouldn't be the last time she saw her. She'd always be ready to find her sweet little farm mare again. She couldn't let such a perfect creature slip through her grasp, after all.

"Mmm... Oh, Applejack... Why did I wait so long?" Twilight said with a blissful sigh, remembering how wonderful it had been to deflower one of her best friends. The tightness, the way Applejack tried to resist, how she had squealed and struggled, and how she had finally broken. "I should of known one of my friends would be the perfect mare for me..."

Of course. Why hadn't she seen it sooner? Twilight felt like such a foal for only now realizing it. Her friends! It made so much sense to her now. Her friends were the best mares she could ever hope to find. They were the mares she should have started with. They were perfect. Each one was just what she wanted for her family. Twilight blushed softly, thinking about all her friends, picturing them lined up for her, waiting for their stallion to seed each one. To make more foals inside them. Twilight could feel herself swelling at the thought, each time she pictured a friend with her belly swollen with a foal, a bit more of her length slipped from her sheath.

She had to have them. She needed to have them. Each one, they all had to bare her foals. Applejack had been the first, such a perfect mare to be the first of her friends to accept Twilight's seed. But which one would be next? Which of her friends could she get alone, could have her way with?

A grin started to spread across her lips. Of course! She had just enjoyed the pure, simple beauty of the most honest mare in Equestria. It seemed only fitting she should move on to the most elegant now. Such a contrast, to go from an unrefined diamond in the rough, to a polished and carefully cut gem. The idea sent a tingle up Twilight's sides, and she could feel herself start to throb softly. Yes, she was ready now, she would have herself another mare before the night was done. Another one of her friends would join her family.

With a throaty groan, her mighty member starting to swell under her, Twilight headed for Ponyville and the precious gem hidden away in Carousel Boutique.

------------------------------

A groan slipped past her lips. Someone was gently shaking her.

"Uhhh... Not now, Tia... They're about to bring out fresh kegs..."

"Um, Princess Luna?"

Slowly Luna's eyes flitted open. This wasn't her bed, nor was it her room. With another groan and hoof to rub at her eyes, she slowly started to remember where she was. As the princess sat up, she found that she was on a couch. It was small, at least by her standards. But there was just enough room for herself on it, though little else. A pink sheet had been draped over her some time after she had passed out. As to where she was, one look told her she was in the library's common room. That reminded her of what she was doing here, and that her mission was not yet complete.

"How... How long did I sleep?" She asked, looking over to the only other occupant of the room.

"A few hours or so. It's night time already. I figured you'd want to get up around then." Spike said with a not towards the near by window. Sure enough her sister's sun had set, and now Luna's moon was already making it's way across the sky. Luna sighed, at the very least, her sister had remembered to see to that. Still, the thought of some pony else moving her moon, even her own sister, left Luna feeling uneasy. She knew that Celestia had done just that for a thousand years. But still, it was her moon, and her responsibility. But Luna reminded herself that she shouldn't be upset over such things. There was a time and place for everything, and now was not the time nor place to worry about foalish things.

"Good. Thank you, Spike. I can see why Twilight depends on you so." The Moon Goddess said as she slowly stepped from the couch. Taking a moment to stretch her long legs, she lifted her wings, spreading them out to let her feathers slip back into place before folding them again. "Has there been any word from Captain Night Watch?"

"Um, you mean that police pony?" Spike asked and Luna nodded in return. "Yeah, he came by a couple hours ago. He said that they haven't found Twilight yet, but that he would make sure they kept looking through their shift change."

"Good. It is imperative that we find her as quickly as possible." Luna said, her wings back in order, she started to make her way towards the front door.

"Um, Princess?"

She paused, looking back to the little dragon. That tone in her voice, it was one that Luna had heard before. It meant that some pony had questions they wanted answered.

"What is it you wish to know, Spike?"

"Just why is it so important that we find Twilight? I mean, I want to find her too. But you started acting really strange." Spike started to fidget a bit from saying that. He knew that Luna wasn't evil, or that her temper was anything to be afraid of. But still, questioning the actions of one of the princesses was something he wasn't used to doing. "And after you went to see that one mare, you became even more eager to find Twilight quickly. So what's going on?"

Luna sighed. She knew Spike would help her even if she ignored his questions. But she didn't want to leave him wondering. The truth would hurt the poor dragon, but it would be better than leaving him in the dark the whole time. With a small shake of her head, she turned to face him.

"Spike, understand that what I am about to tell you will be difficult for you to accept. And that nothing that has happened has been Twilight's fault."

"But what does that mean?" Spike sounded desperate for answers. Luna nodded her head slightly to herself. She would have to tell him the whole truth.

"Do you remember the attacks that have been happening around town? The mares who were assaulted?" At this Spike nodded. He had heard everything that had happened, though he wished he hadn't. "I'm sorry, but it was Twilight that has been attacking mares these past few nights."

Spike's eyes grew wide. He must have heard the princess wrong. There was no way she had just said what he thought she did. How could Twilight be the one responsible for those attacks?

"N-no! That's not possible! How... How could she? You've got to be wrong, Princess... You just have to be wrong!"

Luna slowly reaches a hoof out to the little dragon, placing it on his shoulder as she pulled him close. She wished she was wrong, that it was all just one big mistake. In truth, it had been a mistake, but the mistake was her's, and it had happened thousands of years ago.

"Spike, when I asked you about Twilight's grandparents, it was because I recognized them." Luna paused for a moment. She'd need to explain that better. "What I mean is, I recognized a family resemblance in them. Not with Twilight or her parents. But with a group of unicorns I knew about three thousand years ago."

"But... But what does that have to do with Twilight attacking other mares?" Spike's little head felt like it was going to burst. There was so much he didn't want to hear, but so much more left for him to be told. And all of it were things he didn't want to hear.

"Because, Twilight's family carries a, well, curse." Silently Luna chided herself. Spike didn't need to know her part in all this. There was only one pony who needed to know that, and she first needed help. "I had thought that the curse had disappeared centuries ago, but it appears that I was wrong. Something about Twilight's accident must have awoken it. And now it's controlling her. Driving her to do things."

"To attack other mares?" Spike's confusion was plain for Luna to see.

"To breed with them. The curse is driving her to have children, Spike. Right now she doesn't really care about anything else. Just that she makes as many foals as possible." Luna sighed. It had seemed like such a good idea all those centuries ago. She never was the best pony when it came to making plans.

"But... I mean, that's impossible. Isn't it? How can two mares have a foal?"

Luna winced. She had hoped that he wouldn't have asked that. She didn't know how much the little dragon knew of such subjects.

"The curse... It has it's ways. Suffice to say that Twilight Sparkle now can, and has been trying to, breed with any mare she can. So we must find her quickly before things get any further out of hoof." Luna finished, thankful that it was now over. At least, for now. She dreaded the thought of how many more times she might have to explain things.

Spike just nodded in response. He was still trying to process everything he was told. Twilight, his best friend, was attacking other mares. Raping other mares, all to try and have children. It sounded crazy, as if the princess had totally lost her mind. But there was no other explanation for everything that's happened. Right then he promised himself that, once all this was over, he'd find a tub of ice cream big enough for him to crawl into and not come out for the entire day.

"Now, I know this must be difficult for you, Spike. But we need to find Twilight at once. Do you know of anything that might help."

It took Spike a moment to snap out of his shock. As the princess's words sunk in, he realized what their best chance of finding Twilight was.

"Well... Well I guess we should find her friends. I mean, one of them might know where Twilight is. And if not, I'm sure they'd be able to help!"

"Very well. Where shall we find Twilight's friends?"

"Umm... Oh! Rarity doesn't live very far from here. We should see her first!" At that, Luna nodded to the little dragon. She turned back towards the door, calling over her shoulder as Spike ran to catch up.

"Ah yes, the dress maker. Come, let us be away at once, and with luck we will not be too late."

------------------------------

The curtains closed gently, shutting out the night and silhouetting the pony inside against the soft light of a lamp. The day had ended and it was time to close shop for the night. With a gentle flick of her horn, Rarity's front door locked securely. One couldn't be too careful on nights like this. Of course, a few nights ago that would of been a silly thing to say. Turning from her front door, the snow white unicorn headed over to her small sewing table. These nights were not what they should be, not by any means. She never thought she'd live to see the day when a mare had to lock her doors at night, to be wary of strange ponies wandering the streets. It all seemed like the world was turned on it's head. As if everything was some tacky dime store novel, and not reality.

But as a bolt of cloth floated over in a soft blue glow, Rarity knew that everything would be alright. She was safe in her home, and her little sister was safe in bed. Even the idea of a dangerous stalker outside did little to keep her from her work. Tonight she would put such thoughts aside and let her heart flow upon the fabric. To create, yes, that was what calmed Rarity's mind and set her at ease.

She knew her friends would be safe. None of them were foalish enough to be out so late on a night like this. As fabric started to slip into her sewing machine, passing in bare and leaving stitched in delicate floral patterns, nothing seemed out of place. Everything was as it should be.

Till a frantic knock came from her front door. The sudden sound nearly made the seamstress jump out of her skin, the delicate fabric zipping through the machine, leaving a haphazard pattern of loose stitches. With a sigh Rarity looked at the ruined length of cloth, the delicate silk would never survive removing the stitches.

"Who could that be at this hour?" Rarity sighed, tossing the ruined fabric aside as she looked at the door. For a moment, she wondered if the knock had been a mistake. Perhaps a customer who did not realize the time? Or a pony who had the wrong address? She was about to dismiss it when another knock rang out, this time more urgent. A voice called out from behind the door.

"Rarity! Please open up... It's me, Twilight!"

The unicorn's eyes widened as she heard that voice. Quickly she made her way over to the door, her horn glowing softly as she started to undo the locks.

"Twilight? What in Equestria are you doing out so late?"

The door opened to reveal the worried look on Twilight's face. With a glace back over her shoulder, the purple unicorn stepped into the boutique. Rarity's eyes went to her friend's mane. It looked as if it hasn't been brushed all day, leaves and twigs were stuck in the tangled hair.

"Your mane!" Rarity gasped. "My dear, what happened to you?"

Twilight glanced about the room for a moment before looking back to her friends. Her horn glowed softly and a moment later the door behind Rarity suddenly shut, a series of clicks following as the locks quickly latched themselves. Rarity spun about, looking at her front door.

"T-Twilight? What's going on?"

"Oh, don't worry Rarity. Everything is going to be just fine. In fact, I'm here to help you..." Rarity looked back to her friend. There was something wrong with the purple unicorn. Rarity watched her as she slowly took a step towards the fashionista. Her eyes looked half crazed, and her body was lowered, like a cat getting ready to pounce.

"H-help me?" She swallowed nervously. This was all wrong. Twilight wasn't acting like herself at all. "Help me with what, deary?"

"With this!" And with that, Twilight reared up to her hind legs. Rarity couldn't believe her eyes. Hanging under her friend was the largest member she had ever seen. It swayed back and forth, rooted firmly between Twilight's thighs. She felt faint as her eyes were glued to it. That shouldn't be possible!

Twilight took advantage of Rarity's sudden shock. With a grunt she pushed with her back legs, lunging at her friend. Rarity had only a moment to realize what was happening before she was slammed back against the front door. It rattled from the impact as both ponies pressed against it. Rarity let out a startled scream as Twilight used her hooves to pin the other unicorn in place.

With a wicked grin, Twilight leaned close, breathing deep of the sweet perfume her friend wore. With a deep groan she nuzzled close, her tongue flicking out to stroke against Rarity's chin, tasting the exotic oils the unicorn had used to give her coat it's subtle shine. She pressed close, using her weight to keep Rarity in place as her member pressed firmly against that smooth fur.

A gasp left Rarity's lips, trembling as she felt that tongue stroke against her. Her eyes widened, that thing was touching her! She felt the heat coming off of it, felt it press to her soft fur. Felt that... That thing of Twilight's leaving it's sticky slime soaking into her coat. Her pulse quickened, her breaths turning into short gasps.

With a grunt, Rarity pulled her hind legs up, pressing her hooves against Twilight's chest. With all her might, she pushed, shoving the crazed unicorn off of her and across the room. She fell to the floor, panting with effort as she slowly started to get back to her hooves. Rarity looked across her store's display floor at Twilight. Watched as she too got back to her hooves. This couldn't be happening, how could Twilight be doing this?

"Mmm... Oh, so you want to play hard to get, hmm?" The grin had never left Twilight's face. In fact, it just seemed to grow all the wider as Rarity watched "That's fine.. In fact, that's what I was hoping for!"

With that, Twilight's horn flared to life. Ribbon and lace started to glow, snaking their way off of shelves and counters, trailing with purple energy as they all made their way for Rarity. Her eyes wide, the white unicorn ducked under a lash of lace, only to have to jump out of reach of ribbon as Twilight tried to entwine her. With quick wits and quicker hooves, Rarity ducked and weaved through snared made of her own sewing supplies.

Panting from it all, Rarity looked to her tormentor. This wasn't the Twilight she knew. This was some fiend. Her eyes narrowed as she looked at the purple unicorn, her own horn starting to glow a light blue.

"So you like it hard, huh?" She smirked, lifting her head up high. "Well is this hard enough for you?"

Twilight had to dodge out of the way as a sewing machine suddenly launched itself at her. The machine smashed against the floor, bobbins scattering about like frightened mice. She had little time to recover as a bolt of cloth came rolling out towards her, trailing a stream of blue silk.

Another dive and Twilight now found herself by the front door. Rarity was circling around the room, staying across from her, a small stool floating in a blue glow in the air next to her. Twilight smirked, lowering her stance as she looked back to her friends. This mare was a real fighter. She had spirit, she had fire. Twilight knew her friends would be perfect, they would have such wonderful foals.

One of Rarity's mannequins started to glow, lifting off it's stand before it sailed through the air aright at her. With a gasp, Rarity sent the stool shooting through the air to meet it. They both collided, breaking apart and sending bits of wood and cloth flying.

"Hehe, not bad, Rarity." Twilight laughed, never once loosing her wicked grin. "You're going to have to show our foal how to do that."

"You've gone mad, Twilight!" Rarity gasped. A flick of her head and she sent a barrage of thread spools shooting at the deranged unicorn. A plush pillow floated over quickly in front of Twilight, zipping about to block the incoming projectiles.

Suddenly, a loud knocking started at the door. Both Twilight and Rarity paused in their battle for a moment, looking at the front door.

"Rarity? Are you in there? We need your help."

Twilight's eyes widened as she heard that voice from the other side of the door. Oh no, what was he doing here? She couldn't let Spike find her, not now! A quick glance from the door, she could see that Rarity was still distracted. With a flick of her head, a bolt of cloth came shooting out of a cubby hole in the wall. It wasn't a large one, but still enough to knock the wind out of the distracted unicorn. At last, she had bested her mare. If only she could escape with her now.

"What was that?" The little dragon's voice said from outside.

"Stand aside." A different voice said. This one Twilight recognized as well. This one made her panic. "Miss Rarity, I command you to open this door at once!"

Oh no. No! The princess was here too! This was bad. Twilight had to get out of here. But how? Could she take Rarity with her? She couldn't just leave without her mare. She might never get another chance with her. But she couldn't risk being caught by the princess. With a frantic expression, she looked from the front door back to Rarity. That bolt of cloth was lifted up into the air, tossed aside as the white unicorn started to get to her hooves again, panting and straining to catch her breath.

"You... You wont take me that easily..." Rarity said between gasps. She spread her hooves, taking a defiant stance as she stared down the purple unicorn.

"What's all the noise about?"

The voice came from the stairs leading to the upper floor. That voice made Rarity's heart freeze for a moment. It was the sweet, innocent sound of her sister. Twilight heard that voice as well, and her lips pulled into a grin. Both unicorns looked to the side, to the steps leading to the boutique's upper floors where Rarity made her home. Standing there, eyes still half closed from sleep, was little Sweetie Belle. The little filly was yawning wide, her mouth stretched open as she breathed in deeply. The commotion had woken her from her sleep, and she had come down to see what was causing all the noise.

"No... S-Sweetie!"

Rarity called after her sister, but Twilight was already in motion. If she couldn't make her friend into one of her mares, she'd just get a head start with the mare's sister. Twilight charged full speed towards the stairs, taking advantage of the distraction. Rarity watched as if everything was happening in slow motion, her eyes wide in terror as she saw her former friend making for her little sister.

"Stand back." Luna said from behind the front door, which started to glow and shake violently.

Everything seemed to get quite for a moment. Rarity's mouth open in a scream as her horn glowed brightly, her head whipping from one side to the other as a table was ripped from it's place, glowing blue as it was sent towards Twilight. The wild unicorn's own horn glowing as each frantic step of her hooves brought her closer and closer to the helpless filly before her.

With a resounding crack, the front door suddenly blew inwards, shattering into pieces as Princess Luna stepped through the doorway. Her eyes grew wide at the scene before her. She watched as the table sailed through the air. As Twilight suddenly tackled the small filly at the base of the stairs. Together they both vanished in a blinding flash of violet energy a moment before the table came crashing down against the floor.

Rarity's mouth hung agape, her eyes shaking as tears started to seep from them. Her legs quaked and she had to sit, never once looking away from where her little sister had been just seconds before.

------------------------------

"I don't care! Just find them!"

Spike covered his ears to muffle out the yelling. The little dragon looked around what had once been the front room of Carousel Boutique. Now it looked as if a bar fight had broken out, and all that was left was the aftermath. Things were thrown all over the room, broken furniture was everywhere. And in the middle of it all, Rarity stood, yelling demands at the princess.

"Miss Rarity, now is not the time to become irrational." Luna tried to say in a calming voice, but she never had the same talent as her sister. Instead she just sounded commanding.

"Irrational?" Rarity's brow raised at that. Spike could almost see the steam billowing out from under the unicorn's mane. "Irrational?! That monster just disappeared with my sister!"

Despite Rarity's anger, Luna was managing to keep her cool. But only just. It would do no good for her to get angry at the irate unicorn. Rarity had every right to be upset, but letting them both fly off the handle would accomplish nothing. Luna sighed softly, trying to collect her thoughts. Twilight had progressed further than Luna suspected. It wasn't a matter of a confused pony not realizing what she was doing. Now, they had to find and deal with a fully willing and eager Twilight bent on getting half of Ponyville pregnant.

"I understand the situation, Miss Rarity. But right now getting bent out of shape will not assist us in bringing your sister back!" Luna had to bite her anger back. She had to remain calm, even if she wanted to show this unicorn what real anger was like, she had to be the one to keep a level head in all this. She had to be the responsible one now.

That seemed to cut through Rarity's anger for the moment. Her sister was in danger, and she was doing nothing to help the situation. At that moment, Rarity felt like a foal who had been throwing a fit that her balloon had been popped. Taking deep breaths to calm herself, she looked back up to the princess, her eyes pleading.

"You... You can find them, can't you? Twilight couldn't of gone far with just a teleport, could she?"

"I am not sure." Luna had to admit. "Twilight is a very powerful unicorn, perhaps the most powerful unicorn alive. But normally her skills prevent her from making full use of that power. But now, she is being driven by a curse. There is only one thing she wants, and she's being pushed to achieve that goal no matter what. With that kind of motivation, it's likely she's pushing her abilities to their limits."

Luna considered that for a moment. It was true that Twilight would likely use as much of her power as she could now, since nothing else seemed to matter to the unicorn. But even then, there were limits she would be unable to go beyond. She would have to be somewhere near Ponyville at the very least, and such a long teleport would likely prevent her from using the ability again for some time.

"Then... Then how do we find them?" Rarity begged, reaching up with her hooves to rest them on Luna's shoulders. Right now, all the etiquette and protocol the unicorn knew was forgotten as fear and emotion took over. It felt as if the unicorn's entire life was falling apart in one night. First her best friend had tried to rape her, and now her sister was gone, likely to be the rapist's next victim. Rarity could feel the blood drain from her face as she thought about what Twilight could be doing with Sweetie Belle at this very moment. How far would the insane unicorn go? "Oh, Celestia... What if... What if..."

Luna reached a hoof up, taking one of Rarity's in her's.

"Rarity, please calm down. I do not believe that Twilight will hurt your sister. Well, what I mean is, your sister's life is not in danger. Even in her condition, I don't believe that Twilight would do anything to risk your sister's life." The mood goddess said in a soft voice, trying to offer a smile to help calm the panicked unicorn. Luna was sure that they would eventually find the filly alive, and mostly unharmed. But the state of her condition otherwise, Luna could only guess.

"You... You cant be serious!" Rarity gasped. "She... She tried to rape me! Now she's got my sister!" The unicorn had to take several deep breaths to calm herself down. Her heart was racing just thinking about what sort of danger Sweetie Belle was in right now.

"You.. You can find them, can't you, Princess?"

Luna nodded slightly.

"I can... But it's going to take some time."

"But... But there's no time to waste! We need to find Sweetie Belle now... Before... Before Twilight..." A small hand gently pressed against Rarity's shoulder. She gasped softly, but her eyes softened as she saw Spike standing next to her. The little dragon's eyes were full of worry, they looked as frantic and pained as her own.

"Tracking a teleportation spell is not easy. Even when the one being tacked is a below average unicorn, it is a long and difficult process. I will do what I can to find them quickly." Luna offered the two friends a gentle smile. "You have my word. But please, I must concentrate. So remain calm."

And with that, the mood goddess closed her eyes. Rarity and Spike both watched as Luna became very still, her horn slowly pulsing with indigo energies. Rarity just couldn't take the waiting, with a quiet sob she threw her forelegs around Spike's shoulders, nearly pushing the little dragon over as she buried her face against him and started to cry. To be this close to her, to have her arms around him, any other day it would make Spike's little heart race. But right now, all he wished to do was to take away the pain she felt.

------------------------------

The air crackled, sparks dancing along leaves and grass for a moment before a bright violet flash illuminated the night. In an instant two bodies fell to the ground, one held tightly in the arms of the other. As the dazzle of teleportation started to wear off, Twilight looked down at her little passenger.

Sweetie was still dazed, her eyes roaming around in confusion at what just happened. Twilight took the time to see just where they had ended up. Trees were all around them, and the grass here was long and uncut. In one direction, all she could see for yards ahead was more trees. In the other, she saw a wide open field and the distant lights of Ponyville. With a little grin she realized where they were. Her spell had taken them both to the edge of the Everfree Forest.

Normally, this would have been a bad place to be, especially at night. But at the moment, it was the perfect spot. Twilight knew that monsters rarely came this close to the forest's edge, not unless they were provoked. And this far out, the chance of any ponies finding them was very slim. With a little grin, she looked back down at her new little mare.

Sweetie Belle groaned, rubbing a hoof against the side of her head to try and clear the throbbing that now played against the inside of her skull. She had never teleported before, and the feeling of suddenly winking in and out of existence could play a number on a pony's senses. Right now, everything seemed to be rocking back and forth, and a low buzzing just would not get out of her ears. Her coat tingled, and it felt like something wet was rubbing up and down her chest. It took a few moments for her senses to get back into order, and the strange feelings to stop. That is, all but one. Something wet was still rubbing against her.

With a gasp, the little filly discovered that it wasn't just a trick of her senses. Something wet was rubbing against her. And that something was Twilight's tongue!

"T-Twilight!" She squeaked in her little, chime-like voice. "W-what's going on?"

Twilight paused in her lapping for a moment, just long enough to look up to the shocked filly. That bewildered look, it was priceless. So cute and innocent. The older unicorn leaned in, closer and closer, till her tongue could slip out and run over the filly's face. Sweetie Belle lived up to her name. She wasn't as musky as Applejack, nor as perfumed as her older sister. She had a natural, slightly dirty taste to her, sweetened by traces of her own sweat mixed with fruity, simple soaps. The tastes of a little filly just starting to become a mare. Ripening and waiting to be plucked.

Sweetie Belle squealed, squirming as her face was covered in Twilight's tongue, gasping softly as she was licked again and again. She felt the warm, wet saliva soaking through her fur as that tongue stroked against her cheek and caressed at her chin. It was weird, it felt strange. Almost like Twilight was treating her like a lollipop. Sweetie Belle wriggled, trying to turn her face away from Twilight's indulgent licking.

"S-stop it, Twilight!" She gasped, trying to scoot herself away, but Twilight had pinned her legs down with her hooves. "That tickles! Sto-!" Sweetie Belle's words were cut off. Without warning, Twilight had pressed even closer, her lips suddenly locking over the fillie's. Sweetie Belle's eyes went wide in shock. She had kissed before, but only on her cheeks and forehead, and only with her family. This was neither one of those. Her lips were held in place by the older unicorn's, forced open as that lapping tongue suddenly filled her mouth. She tries to scream, to squeal, but it just game out a high pitched groan as that tongue started to writhe and stroke inside her mouth, rubbing slowly against her own.

Twilight suckled, pulling her lips back and forth against the little filly's. This was like a dream come true, Sweetie Belle's mouth was so small, so sweet. Twilight could taste whipped cream, strawberries, the delectable dessert the little filly had had before bed. But most of all, was the unbridled taste of untouched flesh. With her lips holding the filly's mouth wide apart, her tongue plunged inwards. She felt Sweetie Belle struggle suddenly, trying to pull her head back, to close her mouth. The little thing was scared as Twilight's tongue wormed it's way down her throat suddenly.

The older unicorn let her tongue explore, probe, caress. Working back and forth slowly, penetrating the poor filly's throat as deep as it could go before slipping back. With two breathless gasps, their lips parted, tongues staying against each other before slowly they too separated. Her eyes lidded with lust, Twilight watched as a thin bridge of spittle stretched between herself and the filly's tiny mouth, eventually breaking like a single silk thread.

Sweetie Belle laid there, gasping for breath. What had just happened? Her mind was spinning around for an explanation. She had just been kissed. Kissed by one of her sister's best friends. Kissed by a mare! Something told her it was all wrong. She shouldn't be doing this with some pony so much older than her. But something else just didn't care. Slowly her mouth closed, her lips pressing together tightly as she swallowed, suckling in the lingering taste of Twilight's tongues. She could almost still feel that tongue pushing at the inside of her throat. Had this all really just happened?

Her spinning thoughts were interrupted as another squeal escaped her lips. Her wide eyes looking down to see Twilight had slipped lower. This time the older unicorn's snout was nuzzling between her legs. The same wet lips and warm tongue kissing and caressing over the tiny little nips that marked her immature breasts. Teasing and pulling, they brushed the little filly's fur back to uncover the now wet nubs to the cool night air.

Sweetie Belle gasped a her nippled hardened, cooling as they were left wet and exposed. Those lips had moved again. Her whole body jerked as she felt them again, pressing at her plump little mound. They shouldn't be there! They shouldn't be touching her there! But she couldn't help it, as they caressed her again, suckling lightly at her mound, her hips jerked and she let out a drawn out squeal.

Twilight kissed and suckled, her tongue working softly against that tender slit. Sweetie Belle's mouth had be divine, but this was something beyond description. It was tender and firm, sweet and musky. Twilight's dictionary-like mind was at a loss for words to call this little cleft. It only knew one thing, it wanted more. And so she pressed her lips tightly against the filly's quivering body, her tongue working back and forth, up and down, in and out. Pushing harder and harder to nudge those plump folds apart, to expose the tender petals of this delicate flower.

Sweetie Belle's eyes squeezed shut, her face screwed up into a scrunch as she tried to control herself. She had never known anything like this. Her hips kept jerking, twitching as they bucked against Twilight's lips. Her breathing quickened, short, frantic gasps blowing through her nose. Her heart beat so hard the little filly worried it would split her chest open. Her mind was racing, trying to grasp at anything to hold on. It was like white hot lead had been poured between her legs, it was soaking through her body and pooling in the back of her skull. It built and built, like a water balloon being filled too far, too fast. The little filly was afraid. It was going to burst, it was going to pop!

Her lips parted and a strangled scream slipped out, short gasps for air breaking up the sound as her eyes flew open and her back arched. She felt like she was about to die, shaking and jerking in the grass while Twilight held her hips still. The older unicorn's tongue still lapping at her, lips still suckling.

Those lips pressed tightly, pulling and kissing while that tongue worked back and forth like a thirsty dog. Twilight tasted it, the sweet nectar pouring out of the tiny sex before her. It was like the first cup of cider from an untapped barrel. Fresh and sweet. It was too bad a filly could only ever have one first climax, Twilight felt she could get used to tasting it. She held the little filly close. No, she was Twilight's little mare now. She tried to keep her hips still, but Sweetie Belle's wild thrashing was hard to keep under control. So Twilight drank all she could, lapping it up as it flowed out of that grasping, spasming hole. She kept suckling and kissing till the poor little thing could take it no more, her body starting to still, breathing little more than exhausted panting.

"Mmmm... Oh, my little mare... That was delicious.." Twilight moaned as she wiped the filly's juices from her chin with the back of a hoof. After a moment's consideration, her tongue started to clean said drippings from her hoof, unwilling to waste them. She watched Sweetie Belle as she laid there, panting and gasping for breath. The filly's eyes were rolled back, still recovering from what had been the first orgasm of her entire life. Twilight had to suppress a giggle, this moment was just too cute, too sweet. But it wasn't over with yet.

Still recovering, Sweetie Belle felt herself being lifted up off the ground. Slowly her eyes came back to focus as she was turned over, gently being set back down onto her shaking hooves. Her body still tingled, her hips still trembling as she let her weight carry her down to the ground, her chest pressing to the grass as her rump remained up in the air.

"Tw... Twilight.. What's going on?" She asked between pants, looking back. Her eyes widened at what she saw. Something was hanging under Twilight. She had never seen one, but she instantly knew what it was.

"T-Twilight! W-What's that?! What are you doing?!" She gasped as she felt it press against her rump, her soft little cheeks compressing as the massive tip tried to work it's way between them. She whimpered, trying to pull herself away, but with one forelimb, Twilight pulled her back, pressing the filly's back against her chest as she pushed harder. Her length was throbbing, drooling thick globs of pre against Sweetie Belle's soft white fur. It didn't matter that the filly was so small, perhaps too small. Twilight needed this, needed to breed her. Needed to make the filly into a full mare.

"No! S-Stop! It's too big!"

Sweetie Belle grit her teeth as she felt that thing pushing against her, pressing to her tiny little mound. She could still feel Twilight's saliva on her, slicking her folds, but even that wasn't helping as that tip started to push her open. Wider and wider, her poor petals strained as Twilight kept pushing. Her hooves dug into the dirt as she tried to pull away, to keep that massive thing from entering her, from tearing her open. But she couldn't stop it, it was like trying to boulder rolling down hill. She could feel herself stretching, her whole mound bulging as that massive tip bent slightly, wedging her painfully wide. It was pressing deep, pushing harder and harder against something inside her, something painful.

With a sudden jerk of her hips, Twilight forced her massive flare inside. She felt it, the sudden tearing against her tip, the ripping of tender flesh. The little whimpering filly was now a screaming mare. This far out, she knew no pony would be able to hear little Sweetie Belle's cries for help, and she delighted in the sound. The gasps and screams, the painful grunts and cries, the sounds of a filly learning what it meant to be a mare. To be Twilight's mare.

Stars danced before her eyes, and she was sure her body was splitting. Sweetie Belle screamed, pain racing up from her hips to her spine. She frantically dug her hooves in again and again, trying to pull away, to pull of that throbbing mass inside her. But it was no use, even if Twilight wasn't holding her so tightly, that huge cocktip had wedged itself deep inside, her entire pubic mound bulged around it's shape. She was trapped, unable to escape till Twilight had finished with her. She could feel it, pulsing and throbbing, feel the warm lube oozing into her body from the tip. It felt like something was taking over her body, like some creature was trying to split her open just to crawl up inside her. Her breathing was ragged, frantic gasps for air as her vision started to blur.

It was tight, so painfully tight. The feeling of those trembling walls flexing against her. Twilight tried to keep her hips still, tried to stop herself from just ramming inwards, but she couldn't. With a lusty groan, her hips jerked, driving a few more inches into the young mare. She felt muscles snap around her, tearing as they were forced to conform to something so massive inside such a tiny space. Another scream ripping past Sweetie Belle's lips. She could feel the tiny body straining around her, struggling to get free as more and more of the filly's body became devoted to holding Twilight's needful flesh.

Another buck of her hips and she feel hard resistance. A quick thrust met the same. She was ramming against the little filly's hips. Another groan left her lips as she realized that. She was thicker than her little mare's hips could handle! Again and again she bucked, too far gone in her lust to care anymore. All that mattered was that she bred her mare. That she made sure Sweetie Belle's first foal was her's. Already she could feel her throbbing length start to twitch, jerking inside it's tight confines as the unbearable tightness worked against her, quickening the coming release.

Sweetie Belle thrashed, her legs kicking as she felt her hips strain. It felt like they were being pushed apart, that she was being split in two by that thing. By Twilight's shaft. Every shake and squirm of her body brought pain and pressure, feeling herself twist against that hot, throbbing mass. She felt her body flexing around it, spasming again and again as her insides started convulse. Her mind spinning, lost in a sea of pain and other sensations too alien for her to understand. It felt like that thing inside her controlled her very being. Her very life was at it's mercy. She felt that, in one moment, it could tear her in two if it wanted. If Twilight wanted. It almost felt like she was trying to do that right now, but never fully. Only just. Closer and closer, pushing the poor little filly's body to it's breaking point. To the point where everything would let go. And leaving her right there. Where her body tingled and ached. Where pins and needled raced back and forth over her head and up her limbs. She could see the edges of her vision going black, darkness starting to close in on her. Sweetie Belle felt her body, it was starting to melt. Starting to pool around that throbbing, swelling thing, flowing into nothing more than something sticky and wet to cover Twilight's massive cock. Then everything went white.

Twilight's head tilted back, her forelegs both wrapping around that trembling, convulsing body as she reared onto her hind legs. She felt her heavy testes draw up, her shaft swelling, ripping her mare's tiny passage slightly. Then the flood started. Again and again, she felt it ripple down her length to explode into the tiny body. The pressure rose quickly, trapped behind the tight seal Sweetie Belle's diminutive sex made around her cock. More and more, the unicorn's seed kept flowing till it could only go one way. The poor, spasming filly's womb opened an was drowned in it.

Almost instantly, Sweetie Belle's womb was filled, again and again. Twilight could feel her in her forelimbs, her belly swelling, growing heavier and heavier by the moment. Feel the pressure building as her tummy started to strain, struggling to contain every drop of seed that was forced into the filly's body. It was almost as if Twilight could feel her foal quickly growing in the little mare's belly. With a great grunt, Twilight pulled. She felt the tight seal being broken, those clinging folds almost turning inside out around her, nearly ripping out of the little mare's body. But with another tug she came free. More and more of her seed shot out, plastering the little filly's rump and bulging belly with sticky mare sperm. Even more gushed from Sweetie Belle's ruined sex, unable to hold back the pressure as her belly slowly started to shrink back.

They both collapsed there in the grass, laying in a thick pool of spunk as Twilight's orgasm started to subside. Twilight groaned, panting for breath as she looked down at the little filly in her grip. Sweetie Belle had passed out, unable to handle the strain of what she had just gone through. Even unconscious like this, she whimpered and gasped, her body trembling as her belly groaned and strained around her over-inflated little womb. With a sigh Twilight started to stroke a sticky hoof through the little mare's mane, smearing it with her seed.

"Mmmm... There there... You're a mare now, Sweetie. You did very good..." Twilight cooed into the little filly's ear. A contented smile pulled at her lips as she cuddled the swollen little bundle for a few minutes. Eventually, once Sweetie Belle's trembling had subsided, she slowly got up, letting the filly rest in the grass for a bit longer.

Twilight looked over her new little mare. A little blush creeped onto her cheeks as she examined Sweetie Belle's abused mound. There was blood. Not much, but enough to make Twilight concerned for her newest mare. With a soft sigh she closed her eyes, leaning down as her horn glowed faintly. She didn't know much healing magic, but it would be more than enough to stop any bleeding. Quietly she scolded herself. She may have been a bit too rough for her little mare's first time, but she couldn't help it. Sweetie Belle had been just as delectable as Twilight suspected her big sister would of been. If not more so. And the fact that this had been the filly's first time ever, well that just made it all the more special for the lusty unicorn.

It almost made Twilight sad that she had to leave her sweet new mare. Not forever. She'd never just abandon one of her mares. But she couldn't be caught with them. Not now that she knew Princess Luna was after her. She couldn't risk being caught, then being forced to leave her mares all alone. But still, she couldn't leave little Sweetie Belle here. Looking around, Twilight knew this was no place for a filly to be left alone. Even if she was now a mare.

With a gentle sigh and a soft smile, Twilight's horn started to glow. Sweetie Belle whimpered softly as she was slowly lifted up, soon settled onto Twilight's back. As the magical glow subsided and the filly's weight settled, an odd, rude sound escaped from under Sweetie Belle's tail.

"Sweetie!" Twilight blushed at that, she could feel something warm and thick oozing from between her little mare's thighs and onto her back. "You've got to try to keep it all inside, my little mare. How else do you expect to get pregnant?"

Twilight knew she couldn't hear her. But she didn't care, she liked the idea that she could teach her new little mare all about how to be a good brood mare. How to service her stallion. How to make sure she had foals. The thought made Twilight giggle as she started to trot away from the dark forest. Those lessons would have to wait, for now she needed to find a safe place to leave her newest mare. Someplace she'd be found soon, so she could be taken someplace safe and warm.

------------------------------

Rarity had lost track of how long she had been laying there, watching the princess for any sign that she had found Twilight. That she had found her sister. With a sigh she closed her eyes again, leaning a bit as she rested her head on top of her hooves. She could feel another body against her, the smooth, thick scaled of the little dragon as he kept close to the unicorn's side. Spike had been there the whole time, unwilling to leave the distraught unicorn. A slight smile pulled at the corner of her mouth. Silently, she was thanking the little dragon for being there. For letting her rest her sorrows upon his shoulders. But right now, she just wished the princess would do something. Anything.

Luna had sat there this whole time, not moving a single muscle. Had it not been for the slow and steady pulsing of her horn's magic, one might of thought she had turned to stone, ready to be placed somewhere in the Canterlot gardens. But inside, Luna was far from still. In her mind, she was ranging all over, playing a seemingly never ending game of catch up. Tracking a unicorn's teleportation was never an easy feat. When a unicorn teleports, just like with any other spell, they leave behind traces of their magic. If one knew how, with enough skill and time, one could follow those wisps of magic, letting them lead back to the unicorn who had left them.

But when a unicorn teleported, it was never just one easy to follow trail of magic. What seemed to be a single, instantaneous event, was in reality a series of quick jumps, over and over again till the unicorn had reached her destination. Every time they jumped in and out of reality, magic was thrown far and wide. This left false trails, drifting passages that could send any tracker running after ghosts. This was what the princess had to sift through. To untangle the many possible paths the lingering magic seemed to take, till only one path remained. To make it worse, the more powerful the unicorn was, the more magic they threw off with each jump. Where it may have taken her only a few minutes to find any average unicorn, it was taking all her effort to unravel the path that Twilight had taken. Twilight truly was likely the most powerful unicorn alive, and at this moment Luna was sure of that. If a unicorn was powerful enough, the false trails of their teleport would loop back on each other, splitting off again and again only to lead right back to where they came from. It made the Princesses practically untraceable when they teleported. In Twilight's case, she was nearly as undetectable. Nearly, but not quite.

Luna had centuries of practice and training. She knew the signs that pointed to a false trail. Knew how to dismiss a loop before she had wasted time following it all the way back. It still took time, more time than she would have liked. But she would eventually find the one trail that would lead her to where Twilight had gone. One by one, the last remaining trails started to fade, brushed aside as Luna stripped them away, till finally, only a single path was left.

Slowly her eyes opened, getting used to the material world again as her horn's glow started to intensify.

"I have them... Quickly, we have no time left to waste."

Rarity and Spike looked at each other, blinking for a moment as the Princess's words dawned on them. Together the unicorn and dragon quickly rushed over to Luna as her wings spread wide. The Night Mistress's eyes started to glow white as her horn flared brightly. In a flash of indigo, the three seemed to melt into the shadows, leaving Carousel Boutique empty and silent, save for the soft mewing of a single cat...