Twilight's Midnight Violations

a Shameless Clopfic

Chapter 8

Book Two

Many Years From Now

The sounds of little hooves tapping wildly against the wooden floor filled the small house. The mare sighed, sitting on her sofa with a warm blanket wrapped around her, as the book she had been reading slowly started to drift down as it was held in the unicorn's magenta glow. The maroon mare looked back over her shoulder, brushing a strand of her blue mane out of the way. She watched the two foals chasing each other. The little blue colt was laughing with delight, a green caterpillar on his nose, as he chased his sister around the house. The grey filly tried to get away, crying out for her twin brother to stop. Their mother rolled her eyes as she watched her two foals torment each other. Had she really been such trouble when she was their age?

As the two foals ran around to the front of the sofa, they suddenly found themselves stopped, trapped in a glowing magenta bubble. Thankfully, the little colt managed to avoid squashing his caterpillar against his sister's rear end.

"Would you two settle down?" Their mother sighed, glaring at the two foals sternly "It's almost time for bed, and you're going to wake the neighbors..."

The two foals looked up at their mother, blushing a bit as she let the little force field fade around them. The colt gently tossed the caterpillar off to the side, leaving it to try and find it's own way back outside. Together he and his sister both looked up at their mother with expectant smiles. The older mare just sighed, shaking her head with a bewildered, but pleasant smile to her face.

"What now?" She asked, a bit exasperated.

"Tell us a story!" The filly begged.

"Yeah! Ooo! Tell us about grandma and grandpa again!" The colt asked.

The mare thought about this for a bit, then giggled softly to herself. She had asked her own mother something similar once. Then again once she was older. After a moment, she decided she would have to tell her own foals the version she heard when she was still a filly. They weren't quite old enough yet to hear everything that happened...

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Present Day

"Twilight, I'm starting to worry."

Twilight sighed as she sat at the common room's reading table in her library home. She already knew what the dragon was going to say. Spike had said the same thing twice this week alone. And she was starting to get tired of hearing it. Twilight shifted a bit where she sat, tucking her tail up next to her as she tried to get more comfortable. Spike came over, still holding the broom in one hand.

"You've barely gone outside in months. You hardly talk to any pony else anymore. You haven't even sent the princess a letter in three weeks!" Spike prattled on. Twilight could hear the concern in his voice, but right now she didn't want to hear any of it. Everything Spike was saying was true. But she still couldn't face the rest of Ponyville after what she had done. Couldn't face her friends. "A few months ago, you'd be flipping out if it was that long since you'd sent Celestia a letter!"

She nodded slowly at that. Spike was right, Twilight would have been freaking out over that. That is, she would be, if she was still the old Twilight. The old Twilight didn't have the... Thing, tucked under her belly at the moment. She didn't have these wants. Or these regrets.

"Please, Twilight. Tell me what's wrong." Spike begged. The past few weeks, his worry over the unicorn had grown. The day after her night time compulsions had been stopped, and he helped Luna bring her home, Spike had to take on the responsibility of helping Twilight get through her issues. He had hoped that he was up to the task. But now, he was starting to think he had taken on more than he could handle. It wasn't that he didn't try, or that he didn't want to help Twilight. If anything, he wished he could do anything to make it all go away. If anything, at first it had seemed that she was recovering very well. She had been pleasant, if a bit sad. She had even gone out a few times, though always alone. That had worried Spike a bit the first few times, but when everything seemed to be alright, he had just accepted that it was Twilight getting back to her old self. But then, this past month, everything had gone south. Twilight had stopped going out. She stopped sending letters to the princess. Some days she hardly left her bedroom.

Twilight sighed, looking up from her book at last. She looked over to her assistant. Spike would see it in Twilight's eyes. Something was wrong. But it was the kind of thing that he couldn't help her with. The kind of thing she had to take care of on her own. He knew what that meant, unfortunately. She knew a lot of things now that he wished he didn't. But still, for Spike, being unable to help was almost as bad as Twilight not wanting his help.

With a slow nod, Spike turned to go back to his cleaning. He paused for a moment, looking back over his shoulder to Twilight.

"It's just that... I worry about you, Twilight. It's not healthy to stay in here all the time. Please, just take a walk sometime, ok?"

"Ok, Spike... I'll try." She finally said. It was the first thing she had said all day. If it would make Spike feel better, she'd go out. But not right now. It was getting dark, and she didn't want to be outside after dark. It wasn't that she was afraid for herself. Being out at night brought back too many memories. And, in a small way, it made her afraid for everyone else. She didn't want to take that risk. With a little nod to herself, she watched as Spike went back to his chores. Twilight looked back to her book, shifting again as her member demanded more space under her body. She would try and go out tomorrow. But right now, she needed to deal with this thing before bed.

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Sweetie Belle was afraid. She tried to run, but found her hooves were tied in place, ropes pulling them out to her sides as far as they would go, leaving the poor filly stretched out with barely enough slack to stay on her hooves. It was dark and she couldn't see more than a few feet in front of her, and the air was cold, like the chill of fall just before winter sets in. She could feel her chest tighten as panic started to rise up. Where was she? How did she get like this? What was going to happen?

She could hear some pony behind her, stepping closer and closer. She tried to look back, to see who it was, hoping that whoever it was had come to help her. But she couldn't turn her head far enough, and it was too dark to catch any glimpse in her peripheral vision. Still, she could hear those hoof steps getting closer. She could feel the cool air blowing under her, chilling her belly and up under her tail, tickling coldly over her exposed privates. With a shiver, her tail flicked down, trying to protect and warm her tender areas.

"Mmm... Sweetie, you know that wont do you any good.."

A voice said from behind her. It was dripping with lust, sultry and dark. It was a voice she recognized. Before she could say anything the wind was nearly knocked out of her. A heavy weight came crashing down on her back, nearly pushing the little filly from her hooves and onto the cold floor. Sweetie Belle gasped for breath as she felt forelegs wrap tightly around her, pulling her back against the large, warm body that pressed against her from above.

"T-Twilight?!"

She gasped, her panic renewed as she realized who it was that held her. How she was being held. It was not the embrace of a pony come to help her. It was the embrace of a pony come to use her. Sweetie Belle tried to pull away, straining against the grip of the older, stronger mare, against the hold of those ropes. She couldn't move. The ropes were too tight, Twilight's weight too much for her to lift. Her breathing became frantic pants as she thought about what was coming. What Twilight had come here to do.

"P-Please, Twilight! Not... Not again!"

She begged, trembling against her captor. Her neither already felt sore, but she couldn't remember what had made them that way. All she knew was that it was Twilight's fault, and that that fact wouldn't stop the older unicorn from having her way with the poor filly again. She could feel Twilight's weight press down on her more firmly, a warning to stop her struggling. Not that Sweetie Belle could get away even if she wanted to. Twilight leaned down, her lips brushing Sweetie Belle's ear as she whispered to the bound filly.

"Mmm... Yes, again... And again... You're going to scream for me, my little mare... I'm going to show you how a stallion uses her mare..."

Those words sent a shiver down Sweetie Belle's spine. It raced down her back to her tail, making it tremble and quiver. Her sore petals ached, but she could feel them squeezing as Twilight's words sunk into her mind. She was going to scream. It was going to hurt and she was going to cry out in pain. All because she was Twilight's mare now. Even if she didn't want to be, that was all she was now.

Already she could feel it. That massive thing prodding her, smacking wetly against her soft little rump. It was massive, pushing and shoving at her tender cheeks, searching for that tiny little passage. Sweetie Belle could feel the wetness smearing against her coat, the warm, thick pre soaking her fur as it warmed her flesh slightly from the coolness of the air. She bit at her bottom lip, feeling it getting close. Now and then it would prod at her tenderness, at that sore little opening, and she would squeal softly. She could feel tears start to well up in her eyes, thinking about how much it would hurt, how it would feel once that massive mare shaft found her. Found her tight passage.

A pained squeal left her lips as she felt Twilight's tip against her, nudging urgently at her entrance. It shouldn't fit, it was just too big for her to handle. But that didn't stop Twilight, that didn't stop her stallion. She felt the older unicorn bare down, pushing harder and harder. Twilight's hips wiggled from side to side, rubbing her tip against the filly's opening, pushing those sore, plump folds apart as just the barest tip of her member pressed inwards. That was all it took, a slow, forceful thrust doing the rest. Little by little, Sweetie Belle felt herself opening, stretching, straining. That massive cocktip forcing her wide, more and more of Twilight's hot flesh parting her tender folds.

"Ungh... S-Stop! It hurts!"

Sweetie Belle gasped, sucking in a cool breath as she felt her petals strain, struggling to stretch wide enough for her stallion's girth. She could feel the pulse of Twilight's heart, throbbing inside that huge tip as it worked deeper and deeper. It never paused, never gave her time to adjust, it just sunk in deeper by the moment. She could feel herself bulging, stretching painfully around that huge mass of flesh, feeling spurts of sticky pre flooding her tunnel, adding to the painful pressure.

"Oooo... I know it does... It's just what my little mare needed.."

Those words were a tender whisper in her ear, cruel and taunting. But they sent another tremble down Sweetie Belle's spine. When it reached the point where Twilight's shaft had sunk into her, the filly felt herself squeeze, spasming around that huge thing violating her body. It felt like her entire body was splitting, like she was a log of firewood being torn apart for the pile. She panted in hot, struggled gasps. Every breath she took, it seemed like more and more of her body belonged to Twilight, as if soon she would be more Twilight than Sweetie Belle. The pressure, the pain, it was becoming too much.

Every second that passed, she could feel her hips straining, pushing to the sides as they were forced to make room. There was no way she could resist, her stallion demanded her entire body, and she could do nothing but give it over to her. She grit her teeth as she felt it building. Sweetie Belle's mind was in a spin, swirling with pain and fear and other sensations she could not fully understand. Her vision danced, eyes brimming with tears as she felt herself nearly being ripped in two.

She felt the throb inside her, the pulse of Twilight's massive length. It felt like she had two hearts, as if her's was about to give out and only the throb of Twilight's member kept her alive. As if her entire life depended on it. As if she would just die if it was ever removed. She could feel the pressure build deep inside, as Twilight's pounding, spurting tip rammed hard against something deep inside her, forcing it's ways slowly into her belly. The warmth spreading, pushing away the chill of the cold air around her. She could feel her skin straining around it, pushed further and further as her tummy started to swell, flooding with the wonderful heat Twilight was forcing into her.

She gasped in pain, mind seeming to go blank for a moment as Twilight's hips bucked suddenly, ramming hard deep inside her, nearly pushing up into Sweetie Belle's chest. Her whole body convulsed, clamping down on that rod as if her life depended on it. As if to let it slip out would make it tear all that she was away, and leave her an empty, lifeless husk. Her vision turned white, lost in tears and sparks that seemed to dance in front of her eyes. Her mouth hung open, tongue loose and throat gaping. She couldn't stop it, it rushed out of it's own will. The painful, ecstatic scream ringing out like the sound of a bell being smashed. The scream her stallion had commanded her to give.

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Sweetie Belle's eyes slowly fluttered open, taking in the dark of her bedroom. A little groan left her lips, a hoof coming up to rub at her head groggily. This was her room. She was laying back on her bed. Her hooves were not tied down. And, unfortunately, there was no Twilight.

"Uhhh... That dream again..."

She whispered softly to herself. It had came again, just as it had been for the past couple months. At first, they had scared her terribly. They had been nightmares that kept her from sleeping well at night. But over time, she had stopped thinking of them that way. They still kept her from sleeping well, but not because they were nightmares.

Slowly Sweetie Belle leaned over to the side of her bed. Reaching out, she tugged gently at her lamp's pull chain with her teeth. A soft click and a gentle glow illuminated her room. She looked down at herself, a slight blush to her cheeks as she saw the round shape under her sheets. Her belly had been growing. Since that one night where Princess Luna had come to speak with herself and her sister, she had known why. Slowly she slipped a hoof under her sheets. A little sigh escaping her lips as she slowly stroked her hoof over the gently rounding form her her tummy. She had always been something of a plump filly. But now, she knew she would get a whole lot more plump. But, strangely, she just couldn't bring herself to mind it. There was only one thing she minded about her condition at the moment. As her hoof tried to slip lower, her belly's newly growing girth made it difficult to reach past it.

With a slight grumble she tried, leaning a bit to try and reach around her midsection, but it was no good. With another sigh she laid her head back, her thighs slowly rubbing together under the sheets. She could feel it, the moisture that had gathered there. The fur of her inner thighs was damp, sticking together slightly as she squirmed. It was the dream. She always woke up like this after having that dream. This was why she woke up in the morning feeling tired, and had started falling asleep in class. Not that that last issue would be a problem much longer. Rarity had already decided to pull her out of school next month. She hated the idea of not seeing her friends as much, but she understood why. It would be harder for Rarity to make up an excuse for how Sweetie Belle was putting on so much weight.

But she could care less at the moment. All that she was worried about for now was the slight ache between her thighs that needed attention, and the swollen tummy that was getting in her way.

"I guess... Guess I'll just have to do it again.."

She said to herself with a quite sigh. Slowly she looked past her inconvenient belly towards the foot of her bed. A blush crept to her cheeks again as her eyes settled on one of her bedposts. It reached just a little above the level of her mattress. But what was important was that it was topped by a large wooden ball. It had been polished, sanded and lacquered smooth till it shinned in the dim light of her lamp. With an embarrassed smile and a barely contained giggle, Sweetie Belle decided that it was time it got another dose of polish.

With a little grunt, Sweetie Belle rolled herself over and lifted herself up to her hooves. She wasn't that heavy right now, but she knew she'd be getting a lot heavier. She shuddered to think how Diamond Tiara and Silver Spoon would be teasing her once her belly got so large. For a moment, she was thankful that her sister was pulling her out of school soon. But she couldn't think about that right now. Now, she needed some relief, and there was just one way she knew how to take care of that.

Quietly she walked down to the foot of her bed, her hooves sinking slightly into the soft mattress. Her cheeks were tinged pink as she looked over the ball resting innocently on top of the bedpost. Sweetie Belle guessed that it was about as big around as Twilight's cock had been. It seemed silly to think of it that way, but she couldn't help herself. She had only gotten a quick glance of Twilight's size that one night months ago, and she wasn't too worried with memorizing how large she had felt. But still, even with as painful and frightening as the experience had been, she couldn't help but think of this bedpost topper as her replacement. A replacement that just barely did the job, unfortunately.

Embarrassed at how her mind was wandering about, the little filly slowly turned around, lifting her tail up into the air. With a deep breath she inched her way back, biting at her lower lip as she got closer and closer. A startled gasp squeaked past her teeth as she felt it. It was cold, but she knew it would warm up soon. It had all those other times. She could feel it's smooth, round surface against her. It felt hard and unyielding. It wasn't Twilight's cocktip, even if it felt as huge. Another deep breath to steady herself, she lowered herself down till her chest pressed to the bed under her, her forelegs tucked under her chin as her rump was raised up into the air. Slowly, to get into the feel for it, she started to rock.

Slowly at first, she let her lips rock up and down, pressing firmly against the curve of that ball. It felt huge against her, impassive and hard. Just like Twilight had felt that one time. Just how she felt in her dreams. She knew there would be no way she could ever work this thing inside herself. It wouldn't give and squish, mold and yield like Twilight had. A few times, she had considered trying to force it. To pushed back until she could feel that massive ball stretching her, sinking painfully into her body.

But she knew that wasn't a good idea. How could she explain it to Rarity if she hurt herself trying. She wouldn't risk that. But most of all, she worried that it could somehow hurt her foal. She'd never risk that. She'd never risk hurting Twilight's foal.

"Ooooo..."

A soft moan escaped her lips. Thinking about that, how Twilight had forced something so massive into her, had left her with a foal growing in her belly. It made little Sweetie Belle shiver all over. She pushed back more firmly against the bedpost topper, grinding up and down along it as she felt her juices starting to slick the smooth wood. She could feel them slowly starting to drip from her sex, to run down the inside of her thighs and down the bedpost. Her pace quickened as the lubrication made things easier. Her tail flicked side to side eagerly, she could feel the stimulation starting to build. She pressed harder, putting more pressure on her slick mound as she panted, nuzzling down at her bed as she ground herself against the ball.

It was a poor replacement. Cold and unfeeling. Not what she wanted. Not like Twilight had been. The feel of hot flesh sinking into her, straining her so painfully. Feeling herself held tightly against a warm body as her's was stretched out. Not for the first time, Sweetie Belle started to wish her sister hadn't found her that night. To wish that Twilight had just carried her off with her. She didn't care that Twilight was cursed. That she had gone mad. Just to feel her, to feel that hard length driving into her till she couldn't breath. Sweetie Belle would give anything to feel that again.

Her breaths came hot and quick now as her hips bobbed up and down frantically. Each stroke made a wet, slick sound, her juices flowing freely, running down the bedpost to the floor and soaking into the sheets. She'd have to clean up before her sister noticed, but she didn't care. She was so close. Her mind was running wild. Thinking of all the wonderfully painful things Twilight could have done to her. The ways Twilight would make her squirm. Make her thrash. Make her scream.

That feeling. The first time Twilight had sunk into her. The first time Sweetie Belle knew what it felt like to be a mare. It was as if some pony had pushed her to the brink of death, only to pull her back from it. The rush, the frantic beating of her heart. It was like nothing she had ever felt before. She wanted to feel it. Again, and again, she wanted it so badly. She wanted that cold, hard bedpost topper to be Twilight. To feel it ramming into her. Nearly tearing her apart. She wanted to feel it throb inside her, to break her insides till she couldn't scream anymore. To feel it fill her with the thick warmth Twilight had left. The warmth that was now growing inside her.

With a sharp inhale, Sweetie Belle thrust her hips against the bedpost topper, mashing her spasming mound against it tightly. Her hoof slipped into her mouth, teeth digging into it hard as she tried to muffle a scream before it could break free. She felt her whole body shake, convulsing on her bed as she imagined Twilight releasing into her. Imagined it washing away all the pain she would be feeling, leaving her a quivering, jerking wreck in Twilight's embrace.

She lost track of how long she had been like that. Her breathing taking forever to get back to normal as she stayed that way, rump in the air, pressed to the bedpost. Eventually she slowly pulled her hoof from her mouth, tooth marks left from how tightly she had bitten down. Her back legs felt like rubber as she slowly pulled herself closer to the middle of the bed. With a great sigh she rolled over, still partially in a dream-like bliss.

Sweetie Belle looked over her belly at the now glistening bedpost topper. It was splattered with her drippings. They had ran down the bedpost, dripping onto the floor and the mattress. With a hot blush, she could almost picture Twilight's shaft, painted the same way with her juices. She sighed softly, looking from the evidence of her lusty activities to her belly. Slowly she reached a hoof to stroke and caress it.

It had been a poor replacement, but it was all she had. Her bedpost, her dreams, her memories, and her foal.

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Twilight stepped out of her bathroom, releasing a deep sigh, a wispy cloud of steam followed behind her. It anything, at least she had been getting plenty of showers lately. For a moment, she could imagine Rarity approving of how clean her coat and mane must be now. That is, if she could still consider Rarity as one of her friends. Twilight didn't think that was possible, however. How could she after everything that had happened. After what she had done to poor Sweetie Belle.

With a shake to her head, she tried to put the gloomy thoughts from her mind. It wouldn't help her any to dwell on such ideas right before bed. And after the work out she had just given herself, she was sure she'd need her rest. She needed the work out too, but it had just been getting harder lately. She knew that the more she did it, the less sensitive she'd become. She had expected that. But what Twilight hadn't expected was what it would take to finish the job. What thoughts she'd have to bring up to bring herself to release. Those thoughts did the job, but more and more she had started to hate herself for them.

And so, she just tried to put it all out of her mind. It was something she had to do, like brushing her mane in the morning, nothing more. Just something to get out of the way and forget about. Not that she wanted it to be that way, but it was the only way she saw for her to cope with it. To get by with just the minimum she required. To get by without them.

Another sigh as she headed up the steps to her bedroom's loft. Her horn glowed softly as a book levitated over to her, floating next to the unicorn as Twilight made it to her bed. Some reading to take her mind off of things, clear her thoughts before bed. With a little grunt, she lifted herself up onto the bed, settling down on top of the covers for now, she tucked her legs up under herself. She felt the press of her sheath and testes against the mattress, a reminder of what she had just done which caused her to blush slightly. She had gotten used to feeling such things, but that didn't mean she had to like them now.

With a deep breath, she opened her book in front of her, flipping through the pages for a moment to find her place again. She sat with her back to her bedroom's window, the light of the full moon shinning through bright enough for her to read by without the need for a lamp.

A soft thump sounded behind her just as Twilight was starting to read. The light from the moon seemed to dim just slightly. She narrowed her eyes in annoyance. She should probably go see what it was, but at that moment, Twilight just didn't care. All she wanted to do was read her book and get to sleep.

"Hello, Twilight Sparkle."

The voice was soft and sultry. Smooth and deep. The voice of a mare she knew well.

"P-Princess?"

Twilight looked back over her shoulder in surprise. Standing just inside her now open window, the tall, midnight form of Princes Luna. The alicorn folded her wings back to her sides as she stepped inside, giving them a slight ruffle to settle the feathers into place. She smiled softly as she made her way over to the bed and the unicorn resting on top.

"How have you been feeling, Twilight?"

Luna asked with a soft smile to her lips. She watched as Twilight shifted about on her bed nervously. Luna could tell she was trying to compose herself, to appear as if nothing was out of the ordinary. That just confirmed what the princess already knew. Twilight was not alright.

"Oh, um, I.. I'm just fine."

Twilight offered up her own smile, though it was clearly forced. She couldn't help but feel a little bit of panic rising up in her chest. Why was Luna here? Was something else wrong now? Was she here for me? Did she know about the thoughts I've been having?

Luna watched Twilight for a few moments, her eyes quietly gauging the unicorn's behavior. After a while, she sighed softly, her smile never leaving her lips as she took a moment to look about Twilight's room. Everything seemed normal, that is, if this had been any other pony. But little things stood out. Things that wouldn't be found in Twilight's room in most situations. It was a bit messy, for one. Not the messy one would expect from a night of study. There were food wrappers left on her bed stand. Books looked as if they had just been dropped on the floor carelessly. Used towels were simply tossed in a corner, and empty plates were stacked on her vanity.

"I apologize for the unannounced visit. I hope that I did not interrupt anything." Luna said as she walked over towards the vanity, levitating one of the plates up to examine it. At least she's still eating. For a moment, Luna had worried that the poor unicorn had been starving herself. With a glance back towards the bed, Luna took note that that was unlikely. If anything, it seemed as if Twilight may be eating too much as of late. "How have you been sleeping?"

"J-just fine. Really." Twilight answered, still trying to keep up her fake smile.

"Oh?" The plate was set back atop the vanity as Luna walked back over to the edge of the bed. Her gentle expression never one leaving her face, yet Twilight felt even more worried now. The princess had to have a reason for being here, and her questions kept making Twilight more and more nervous. "Then why did I just get a letter saying you needed help?"

Twilight's mouth hung open at that. The shock was plain to see on her face as she just stared up at the princess.

"But... But I didn't send you a letter.. How... How could you.." Twilight realized just who could have sent that letter. Her eyes narrowing a bit as it dawned on her. Luna chuckled softly, leaning down to look Twilight at eye level.

"Spike sent it. Don't be upset with him, Twilight. You should be glad he cares so much about you. That's something you should never forget."

Luna gave a little sigh as she slowly settled herself down onto the floor next to the bed. Now she could walk with Twilight on the same level, her extra height negated by the height of Twilight's bed. Twilight still looked upset. Spike had sent a letter behind her back. She should be grateful, the little dragon looking out for her well being. But right now, she just wanted to be left alone with.

"Wait... Spike sent the letter to you? I... I thought the letters he sent went right to Celestia?" She paused for a moment. If the letter had been sent to Celestia, but Luna was here instead of her. "So... So why didn't Celestia come herself?"

Luna hadn't expected that question to come up. She had hoped that Twilight wouldn't have thought to ask. She blushed slightly as she remembered the conversation she had had with her sister.

"Oh, um... Well..."

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"Wait wait wait! I thought she was YOUR problem!"

Luna gasped, pointing her hoof across the desk at her sister, Celestia. The letter that had just arrived was laying on top of her desk at the moment.

"Oh no, no, no, no. YOU'RE the one that deals with these kinds of problems. Not I."

With that, Celestia stood up from behind her desk, turning to walk towards the door. Luna sat fuming at her sister, her eyes narrowed as she watched Celestia make her way towards her escape. Once again she was pushing off responsibility to Luna.

"Since when was I the one that dealt with this kind of thing?" Luna demanded. She was just a few notches shy of yelling at this point. She couldn't believe her sister was just pushing this all off onto her. After everything she had done already, Celestia was just going to walk away and let Luna handle it. It was outrageous, especially considering the pony who needed help right now.

"You know when..." Celestia said, rolling her eyes as her horn glowed slightly, pushing the door to the hallway open.

"Ohh..." Luna breathed, the reason finally dawning on her as memory came back to her. "You mean since that night back in Araba, with that one stallion who-"

"LA LA LA LA LA!" Celestia's cheeks were a bright pink, her wings lifted up and pressing over her ears as she hurried herself out the door. "I'M NOT LISTENING LA LA LA LA!"

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"I swear, she can be such a foal at times..." Luna mumbled through clenched teeth. Her narrowed eyes looking off to the side as she thought about how she had been roped into this again. All because her older sister was embarrassed about something that had happened centuries ago.

"Um, Princess?"

Luna looked back to find Twilight giving her a confused look. Trying to clear herself of her momentary fluster, Luna smiled again, chuckling nervously.

"Oh, um, hehe.. Let's just say that she has some issues dealing with, um, personal matters like this..." Now it was Luna's turn to put on a forced smile. Twilight took a moment to let that run through her head. After a while, the confused look melted from her face. She had figured out just why Celestia hadn't come to see her and sent Luna instead.

"Oh... I see.." Twilight sighed, suddenly looking much more forlorn. Slowly her eyes fell, drifting down to the bed in front of her. "She hates me now.."

"What?!"

Luna almost felt as if some pony had bucked her in the chest as she heard that. Her eyes wide with shock at hearing Twilight, Celestia's prized pupil, saying such a thing. Reaching up, the princess placed her hooves on top of Twilight's. That brought the unicorn's eyes back up to her's.

"Twilight, NEVER think that. Celestia does not hate you. I'm not sure if she ever could." If Twilight was thinking that, then perhaps she was further gone than Luna had thought. "It's nothing that you've done that she hates either, honestly. My sister... Celestia just doesn't deal well with... Well, sex.."

Twilight's confused expression returned as Luna struggled with a way to explain. Luna could almost feel sweat starting to form on her brow as she thought about how to explain to Twilight just why her sister couldn't be here. Eventually she sighed, scooting up closer to the bed, her hooves still resting on top of Twilight's.

"Listen, Twilight. If Celestia ever found out I told you about this, well, let's just say that the moon would be the least of my worries."

Twilight tilted her head, blinking a bit as she considered what Luna may be about to say. The idea that Celestia had secrets to keep from every pony else? The thought both intrigued and worried the young mare.

"Back when we were both younger... Much younger..." Luna blushed slightly, it had been so very long ago. "Times were different, and we both did things that wouldn't be considered very, well, noble these days.."

"What... What kind of things?"

"Well..." Luna's blush deepened. She didn't need to tell Twilight everything they had done. Most of it wasn't even relevant to the issue at hand. Especially Luna's own escapades from one tavern to the next. "See... Tia... She met a stallion one night and... Well... He never really did act like a stallion..."

Now Twilight was blushing. It was almost a race to see who's cheeks would ignite first. Her's, or the princess's.

"Um... Let's just say that she sort of knows how what you went through feels... And to be honest, she took it much worse than you did, Twilight."

Twilight couldn't imagine any pony handling what she's gone through worse than her. The idea that Celestia herself had done, things, of a similar nature. It was more than confusing for the poor unicorn. On one hoof, it was shocking to say the least. On the other, Twilight had to shift around a bit atop her bed, her position had suddenly become the slightest bit uncomfortable.

"How... How much worse?"

"Well, she started to get some pretty crazy ideas... You don't want to hear how her magic mirror idea worked out..." Luna giggled slightly, remembering how much of a disaster that had been. She smiled back to the unicorn. "It's enough to say that that was the last stallion, or mare, that my sister has ever been intimate with."

"Geeze... I... I had no idea.." Twilight said after a few moments. It was a lot to consider. That Princess Celestia could have ever been like that. "How.. How did she get over it?"

"Um, well... She kinda didn't.." Luna said nervously. Perhaps this wasn't the best story to tell the upset unicorn. "I tried to help her get over her problems with, well, sex.. But she's nothing if not stubborn about her feelings."

Twilight nodded slightly. That made sense to her. If the princess couldn't get over something like this, how could she expect to get over it herself? With a sigh she leaned her head down, resting it on her forelegs. Luna watched her for a bit, suddenly feeling as if she hadn't helped at all.

Luna and Twilight spent a few long moments like that, the awkward silence drawing out into an uncomfortable chill in the room. After what seemed like an eternity, Luna finally broke the quite.

"So, have you seen your friends lately?" She asked, hoping she could move the conversation to something more pleasant. After a moment, Twilight just shook her head.

"Not for a few weeks now. I... I don't know what to say to them." She sighed softly, eyes drifting downwards again. "Fluttershy and Rainbow Dash used to come over sometimes. To see how I was holding up. But lately..."

"Yes?" Luna leaned in a bit, eager to hear what has been happening since that day.

"Lately I've been acting like I haven't been home... They'd come over, and I'd not answer the door... Even had Spike say that I was out.." Twilight felt like such a heel for admitting it. That she had lost interest in seeing her friends. Even if it was the friends she hadn't hurt. She knew there was no way she could expect them to treat her any differently.

"Twilight..." Luna looked at the downtrodden unicorn. This must be what Spike was so worried about in his letter. "Why in Equestria would you not want to see your friends?"

"Cause..." Twilight almost yelled at first, but she caught herself, taking a deep breath before continuing. "Because... When I see them... I keep thinking about what could have happened. That I might have hurt them all... That I might still... How can I let them near me when... When I still have this?"

And with that, Twilight rolled onto her side. Lifting one of her hind legs, a blush came to her cheeks as she displayed her shame. The pink tip of her member was still poking out from her sheath. Luna blinked for a moment, glancing to Twilight's groin, then back to her eyes. They were sad, filled with self-loathing. Eventually she reached out, her hoof gently pushing Twilight's leg back down to cover her groin.

"I could ask any stallion the same question. Twilight, I told you that first night. You're not cursed any longer. From now on, what you do with yourself is by your choice alone. You're not a monster, nor a freak. You're not going to hurt your friends."

"But..." Twilight gasped softly. "But, Princess.. I... I still feel it. I still feel like I want to. I... I cant stop myself from thinking about it.. Every time I look at them.."

Luna considered this. She was sure she had contained the 'blessing' she took back from Twilight. There was no reason she should be feeling the need to force herself upon any pony.

"Twilight, are you wanting to hurt them" She said softly, moving her hoof to rest on Twilight's shoulders. "Or are you wanting to be with them."

"I... I'm not sure..." Twilight rolled back over onto her belly, biting at her lip as she considered her feelings. "I don't want to hurt them. I don't want to force them... But... But I want to hold them. I want to feel them. I..."

A hoof pressed to Twilight's lips, stopping her from rambling on any further. Luna smiled softly. It was as she had suspected.

"Twilight, that's just what I would expect any stallion would say. What you're feeling is perfectly normal." Luna said, removing her hoof from Twilight's lips. "You love your friends, Twilight. But now, you're considering loving them in ways you never had before. And I know your friends all love you as well... Even if some of them are having a hard time admitting it right now..."

"But... But Princess... I hurt them.. I hurt all those mares!" Twilight could feel tears threatening to form in her eyes. "I... I got them pregnant!"

With that, Twilight's hooves came up to her face, covering herself as she felt those tears starting to flow. It was too much. The thoughts of those mares. Of her foals. Foals she'll never get to see. Her family, lost to her forever now that she knew how much she wanted one. Luna sighed softly. She slowly stroked her hoof down Twilight's back, gently pressing to comfort the unicorn as she cried. She felt Twilight's body shake as she sobbed, gasping breaths into her lungs. The poor thing cried, mumbling softly to herself.

"I... I'll never see them... I... I'm the only one that wanted them... Now..." She gasped, sniffling to hold back another sob. "Now my foals... N-no pony wants them..."

Luna's hoof pulled back suddenly. The princess looked down to the unicorn with shock across her face. It lasted only a moment as it melted into a face of concern. Her hoof went back down, moving to gently stroke over Twilight's mane.

"Twilight, no... No..." Luna whispered softly as she leaned in close. She could almost feel the regret coming off of her friend. Twilight's sorrow wasn't just for herself, but for those she had brought into being as well. "You're wrong, Twilight... Very wrong..."

Slowly the unicorn lowered a hoof from her face, looking up to Luna with one blurry eye. Tears still flowed freely from her, but eventually her other hoof slipped back down to the bed. Trying to blink her eyes clear, she gazed up to the princess.

"W-what? Who... Who would..."

Luna leaned in closer, gently giving Twilight's cheek a soft nuzzle with her nose. Despite herself, that little contact made Twilight feel better, if only for a moment. But it was enough, her tears slowed, and her sniffling became less labored.

"Twilight, when I told you that I would take care of them, I meant it." Luna said softly. Her hooves reached down, slipping under Twilight's forelimbs. Gently, she lifted the unicorn up, pulling her to sit up on her bed. Luna gave her a soft smile.

"But... But how? You never said..."

"I would never let a foal go without a family, if I could help it." The princess nodded softly, her expression sweet, almost motherly in a way. "It is within my power to... Arrange for those who need them, to be with those who want them... I guess you could call it an early form of adoption."

Twilight just blinked, not quite understanding what the princess was saying. With a little sigh, Luna hung her head slightly. Her attempts at being eloquent with her words apparently lost to the unicorn in her current state. She looked back up, still offering her soft smile.

"A couple months after you had recovered, I returned to Ponyville. I met with the mares you had 'encountered', and spoke with them about their situation."

As Twilight tried to speak, her eyes wide with worry, Luna held her hoof up to her.

"Do not worry, I did not tell them about you, Twilight. I made sure they were all aware that now, they were with child. And I made them an offer." Luna took a breath, a little swelling of pride in her chest as she thought about what had happened that day. "If they could not, or did not wish to care for the foal themselves, I offered to transfer their foal to a mare who desired one."

Luna smiled, pleased with her own cleverness. However, it started to fade as she noticed the quite dumbfounded look on Twilight's face.

"W-what?"

Luna lowered down from her proud stance. She had expected that Twilight would be pleased to hear that she had seen to it that the foals that resulted from her escapades would still be looked after.

"Twilight, I thought you would be delighted to hear this..."

"Who... Who would want a foal like that?" Twilight's eyes looked distant. She was having a hard time wrapping her head around the idea that some pony would actually want to take on the foals she had left behind. "Who'd want a foal, knowing that it came to be like that... That it... It was a rapist's foal?"

Luna rubbed a hoof against her forehead. This night was not turning out how she had hoped at all.

"Twilight... Let me ask you a question.. How many mares do you know?" The unicorn had to think for a moment, that wasn't a question she expected. She wasn't sure just how that was relevant, but in short order, she answered the princess.

"Oh, um... Well... Well, there's Fluttershy, and Rainbow Dash, and Pinkie Pie, and Lyra, Bon Bon of course. And the Mayor, Mrs. Cake..."

"Yes yes.. And how many stallions do you know?"

That gave Twilight pause. The answer didn't come as quickly this time, and she had to consider for a moment. Just how many stallions did she know?

"Um... There's Big Macintosh, of course. Um, Lucky... Does... Does Spike count?"

"The point is, Twilight," Luna said with a little sigh. "For a long time now, more fillies have been born than colts. We're not sure why this is so, but it's been going on for a very, very long time."

Twilight thought this over as she listened. It did seem a little odd, now that she thought about it. She knew so many mares here in Ponyville. She had known almost as many in Canterlot, at least in passing. But it seemed as if she didn't know hardly as many stallions. She had always assume that there were more out there, just that she never went any place they were likely to frequent. She had thought that, since she was a mare, the places she would often go just wouldn't appeal to stallions. And thus, she hardly saw them. But what the princess was saying, could it really be true?

"There are many mares, Twilight. But only so many stallions. That means many of those mares will never have foals of their own. And many of those mares would do anything for the chance to have a foal, even if that foal was some pony else's." Luna smiled, reaching a hoof out to slowly stroke over Twilight's mane. "Even if that foal was unwanted before."

"S-so..." Twilight swallowed, trying to steady herself. "So all those mares... My foals... They... They gave them up?"

Luna sighed, shaking her head slowly.

"No, Twilight. In the end, only one mare took my offer. I think it was because she already had a husband. But all of the others, they decided to keep their foals."

Twilight nearly fell over as she heard that, her eyes wide and disbelieving what her ears had heard. After all she had done, after all the pain she had caused. Those mares, they had kept her foals. But that would mean..

"A... A-applejack....S... S.... Sweetie..."

Luna blushed softly as she listened to Twilight's stunned stuttering.

"Well... Sweetie Belle was, shall we say, a difficult case.."

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

One Month Earlier

"I don't care what she said!"

The unicorn yelled up at the princess. Unfortunately, it was something that Luna had been starting to get used to these past few months. Rarity was irate as she stared up at the much larger alicorn. They were both standing in the middle of Carousel Boutique. Rarity had closed early once the princess had arrived.

Luna had come primarily to speak with Sweetie Belle. It was a difficult, but not all together unpleasant conversation. She was quite surprised by how calm and accepting the filly had been. However, Luna knew that she could not simply leave it at that, and should inform Sweetie Belle's older sister of the filly's decision. Unfortunately that was turning out to be less pleasant.

"She's a child! She doesn't know what's best for her!"

Rarity was near to screaming already, and the conversation had just started.

"Miss Rarity, I understand how you feel. But understand that this is something that I can not, nor would I wish to, force upon her."

Luna watched as the white unicorn paced back and forth across the show room floor. Her eyes narrowed and jaw set tightly. She looked like a tiger, ready to explode into a violent rage at any moment.

"Fine, then I'll convince her to go through with it." Rarity turned and started walking towards the stairs leading to the upper floors of the building. "I am her elder sister, and she will do as I say."

Luna shook her head as she watched Rarity walk past her. She had hoped to avoid a situation like this, but it seemed as if there was nothing to be done about it.

"That's not going to work. If you force her to agree to it, the spell still wont work."

That stopped Rarity in her tracks, one hoof already upon the steps. She looked back, eyes wide as if she had just been slapped. Quickly she galloped up to the princess, still with a look of shock on her face.

"But... But you said you could do it!"

"And I can." Luna nodded, closing her eyes as she took a breath. "But the spell requires that it be what the mother want. Even if she says she does, if she truly does not wish to give up her foal, then the spell will have no effect."

"I... I cant believe..." Rarity started to tremble, the rage boiling up in her. "I can not believe she would wish to keep that... That... Thing... That monster's foal!"

Luna could do nothing but sigh, a hoof coming up to her forehead as Rarity continued to spout irate curses. If anything, to the princess, it seemed sad. Sad that two dear friends could abandon each other so easily, could forget what had bound them so closely.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

"Twilight, you must understand this. Sweetie Belle doesn't hate you. Nor does Applejack. And I doubt any of the other mares would hate you if they knew." Luna said softly, gently rubbing her hoof against Twilight's shoulder. "And you shouldn't hate yourself either."

Twilight nodded to the princess's words. She was having trouble accepting that Luna was right. How could she not hate herself, even if her friends didn't? Perhaps, in a way, she wanted to be hated. Maybe that was easier than accepting what she had done. What she was now.

"Remember, your friends till love you. Even if it's hard to see it that way now" Luna leaned in, giving Twilight another soft nuzzle at her cheek. The unicorn sighed softly at that, looking up to the princess with sad, but grateful eyes.

"Thank you, Luna..."

With a gentle sigh, Luna stood once again, turning towards the window and the night sky beyond. She paused after a few steps, looking back to the unicorn still on the bed.

"And don't be mad at Spike. He just wants to see you happy again."

At that, Twilight gave her a small smile. It wasn't much, all she could muster at the moment, but the princess could see a small spark of hope hidden behind those lips. Perhaps that would be enough to see the poor unicorn through this. It would have to be. As she stepped out onto the balcony, her great wings unfurled. With a few strong beats, she was aloft and soon the Mistress of the Night disappeared into the sky.

"Happy..."

Twilight let the word slip from her mouth, as if it was something she was unused to. Something that felt strange in her mouth. It had been a long time since she had felt that way. For a moment she wondered if she could ever feel that way again. Twilight shifted atop her bed for a moment, glancing over to her long forgotten book. With a soft glow of her horn, and a slight flick of her head, the book was shoved off the bed, landing on the floor with a dull thud.

She looked over to her vanity, her horn still alight. Slowly one of the drawers started to open. Soon another book floated out from inside, it's cover faded and torn around the edges. Slowly it drifted over to the bed, settling down upon the covers in front of Twilight. With a little sigh, she slowly ran a hoof over the old cover of the book. It's title had long since been worn away from years of use and abuse.

'Happy... I don't think anything makes me happy anymore... Except...'

Slowly the cover opened, the pages inside started to glow violet as they flipped by one by one. They were tattered and dog-eared. It was a condition that Twilight hated to see a book in. But in this case, she couldn't care. For once, the book held little value for her. But what was inside, hidden between the pages, that was the most precious treasure to her right now.

As the pages flipped by, Twilight's eyes eventually stopped on a set of pages. These pages, the words could not be seen. They had been covered, pasted over with photos. In each one, there was a mare, often turned away from the camera. Unknowing that her picture had been taken. The same mare seen in a few of the pictures, while others showed a different mare. As Twilight turned the pages, as she looked over the hoof full of mares they showed, one could see a slow change. Each mare looked heavier as the pictures went on.

This was what made Twilight happy now. Happy, and at the same time, so very sad.

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

The flight back had been a brisk moment of peace that Luna felt she dearly needed. For a while, she had considered staying out longer. Considered just drifting about above the clouds, feeling the soft caress of moonlight upon her back. It would seem silly for another pony to think of such a thing, to feel the moon shinning on them. But then, she wasn't just any other pony. She knew the glow of the moon was really the light from Celestia's sun, snatched from the air and softened by the moon. That it shone down with a soft, cool caress that none but the most sensitive could feel. It was not the warm, blistering heat of the sun. It was soft, gentle, almost motherly in the way it barely touched all below it. Barely touched, but still it shone with a tenderness few ponies could appreciate.

But she knew that, even if she wished more than anything else to stay out, that she must return. If anything, she must return to her bed. She was, by all accounts, a creature of the night. And the night would be ending soon.

A slow circle around Canterlot, taking in the glow of the city lights, the view of ponies who had business with the dark of the night, and Luna focused in on her destination. The town could easily be mistaken for any others of the Royal Palace. That is, if a pony did not know what to look for. The pale stone, the gold and onyx bands wrapping a slow spiral up along the tower. The white gold disc which, by the dark of night, shone with only a crescent. This was her tower, her sanctuary within the walls of the city.

The drapes which framed the large open window fluttered about as Luna landed upon the large balcony, pushed by the wind coming off of her wings as she slowed her descent. A step inside and she glanced over to the ornate clock upon the wall of her bed chambers. The silver crescent of a moon had almost slipped away to one side of the clock face, a golden sun starting to barely peek up from the other.

With a sigh she had realized that she had stayed out longer than she had intended, her short flight had somehow turned into an all night excursion. But still, she had one last duty to perform, and then it was to her bed for some much needed rest. And she could feel that she did indeed need it.

"Another night past." She said as she turned back to the balcony, her eyes turning up to the moon. It was quietly waiting to be tucked in behind the mountains. "Another day of hopefully quite dreams..."

As she closed her eyes, her horn radiating with her deep indigo magic, Luna considered the past month. As the Mistress of the Night, she held domain over many things which passed in the night. Not the least of which were the dreams of all those asleep. In most cases, she would simply let the minds of sleeping ponies weave their own images and fantasies. Occasionally she would even peek in on them, delighting in the chance to see the wondrous creations of the sleeping mind. Rarely, should she feel the need was great enough, she would weave a dream of her own design, sending to the slumbering mind of another pony to guide them in some way.

As the moon slowly started to drift away, and a warm orange glow slowly washed away the sparkle of the midnight tapestry, Luna puzzled over something. Her own dreams were not much different from those of any other pony. She had images that danced almost at random through her mind as she slept. She could even control the course of her own dreams, gently nudging them to that which she desired to experience. She often considered it her reward for her stewardship of the moon. So why has this one dream defied her every command?

With a sigh, Luna slowly let her eyes drift open. Then she immediately closed them again. Celestia was quick with her sunrise this morning, barely giving Luna enough time to put the moon away before the sun had started rising over the horizon. And had almost blinded her sister, much to Luna's annoyance. With a slight grumble, she stepped back inside, the window and drapes closing with her magical glow. Behind her curtains, her room was nearly as dark as night. It was murky, shadowy, and most of all, relaxing. At least, to Luna it was.

As she stepped towards her bed, her crown and gorget floated off of her, drifting to rest atop a dresser not far from her bed. Her hoof covers discarded on the floor, the Mistress of the Night collapsed face first onto the soft embrace of her bed. Right now, all she desired most in the world was rest. The sweet oblivion of sleep called to her, and she offered no resistance.

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

Dreams. They were where the mind lets itself go. Where it wanders through itself, adrift on it's own whims. Dreams where where one could see what was inside themselves, and the possibilities that they held just within their grasp. It was the same for every pony in the world of dreams. Even for the goddess who held dreams within her domain. But this night, this dream, none of that seemed to matter.

The fog cleared from Luna's eyes, the misty half reality that separated the waking world from the dreaming. She was used to it, used to seeing it lift away where other ponies often forgot that it had even been there. But what welcomed her eyes was not the fanciful dreams she had expected. In fact, it was nothing made manifest.

All around her, the black void opened up, endless and absolute. It was like the cold of space, but bereft of stars, or even the slightest indication that anything did, had, or ever would exist in this formless abyss. She could feel something solid under her hooves, as if a floor was there, but at the same time wasn't. She expected that, it was normal for dreams to have such boundaries, purely for the benefit of the dreamer. But everything else seemed wrong. Rarely had her dreams ever been so empty, so cold. Even... Even the dreams she kept while imprisoned on the moon, as warped as they had been, had been filled with something.

But perhaps. She wasn't even sure why she considered it, or how the notion had come to mind. There may be something here after all. It was barely a feeling, not even a sensation. But she could almost feel that something was there. Just beyond her nose, out there in the darkness.

Slowly, Luna lifted a hoof from the nonexistent ground. Almost as if she was unsure of herself, she looked to her hoof, weighing the action in her mind. Finally she reached out, gently prodding her hoof into the darkness. It rippled. The darkness shifting, rings radiating out from where her hoof had been, like ripples in an impossibly still pond. The ripples seemed to continue, bouncing back from seemingly random points. The tiny waves in the nothingness met and propagated on themselves, over and over. Slowly, something seemed to form just beyond that shimmering surface. After what could have been moments or centuries, Luna found herself nose to nose with herself.

Luna gasped in shock, her mirror image gasping along with her as she pulled back. She had never once encountered herself within her own dream. Even when SHE had been there, it was not truly herself. But this was different. From all appearances, Luna now looked upon her reflection in perfect sync.

"This... This isn't right..."

"This... This isn't right..."

Her words were echoed nearly perfectly. Slowly Luna started to walk off in one direction, her reflection following her exactly. The other direction resulted in the same. Every motion she made, every step she took to the side, her copy mirrored perfectly.

Luna chewed at the inside of her cheek, her eyes narrowing at her duplicate as it's own eyes narrowed at her. She knew this wasn't just a mirror image. There was something else at work here. Something within her own mind toying with her. Slowly Luna raised a hoof and took a step back. Her reflection stepped forwards.

"What do you want?"

Laughter rang out in the darkness, echoing off walls that could not be seen nor felt. Luna's mirror image smiled wide, it's eyes dancing with delight as it watched her.

"Oh, I am clever. I always knew I was..."

The reflection answered her. It seemed pleased. More than that, it was filled with joy that the Moon Mistress had seen through the little trick. It was happy. But what bothered Luna about it was, for some reason, she felt happy as well. She shook her head, it was probably just her mind enjoying itself in this dream, though she had no idea why it would.

"I asked... What do you want?"

Her laughing reflection stopped, it's merriment pausing for a moment. The mirror image looked at her, seeming a bit shocked. Luna could feel it's surprise.

"But I already know what I want... That's why I made me..."

"What are you talking about?" Luna demanded to her copy. Nothing it said seemed to make any sense. She tried to will her dream to shift, to pull away the false image and show her just what was hiding behind her own likeness. But try as she might, nothing seemed to strip away the disguise that looked back at her. "Just who are you?"

"I am me. I should know that."

Her reflection said, it was pointing it's hoof towards her. That made Luna shiver. Whatever had slipped into her dream, it thought it was her. That she and it were the same pony. With a small giggle, it paced back and forth happily.

"I have so much work left to do. It was so long waiting for my work to start. But now, I can try to finish it." Her copy stopped, looking towards her with a tilt of it's head. It was confused about something, Luna could feel it. "Why did I try to stop myself? I should know my work is very important. For every pony."

"Wha... What did you say?"

Slowly, Luna started to piece together what her doppelganger was saying. It's confusing way of speaking. Her inability to see through it's illusion to the true dream image. Could it really be a part of herself? The other Luna started to smile. She could feel it's excitement. Feel it's eagerness at what it was planning to do. Could feel it's... Arousal.

"I will have to try to find another Stargazer. Might not find one right away." It said with a broad grin. "But that's alright. I enjoy my work, don't I?"

"Wait! It... It can't be..."

Luna stared at her double, her eyes wide as realization dawned on her. The blessing, it had been old magic. Powerful magic from long ago. Ages ago, the old magics had allowed unicorns to work feats unheard of since. But at a steep price. Each spell, each use had required a small fragment of that unicorn to fuel it. A small splinter of their souls. It was what made old magic so powerful. But it was also what made it so dangerous. When cast, old magic almost took on a life of it's own. It did what you wished it to do, but it found it's own way to do it. The more powerful the spell, the more it would work to accomplish what you had set it out to do. If the spell was powerful enough, it would find a way around nearly any attempt to stop it. And now, this old magic had found a way around her attempt to stop it.

"You... You cant! This isn't what you were meant to do!"

"Sorry, but this is what I told myself to do... And I know I so want to do it..."

Luna watched as the image of herself, of the old magic, started to fade away, slipping from her hold on it. She tried to reach out in desperation. But the motion was mirrored and countered by her duplicate. It knew what she would do cause it was a part of her. A tiny fragment of her own soul. It knew the cracks in her own subconscious. It knew how to slip away and escape.

As the image faded, as ecstatic giggling filled the empty space, it all started to fold inwards. This dark abyss, collapsing on itself, till the pressure forced her out, back into the misty haze.

"NO!"

Luna sat up, reaching out with a hoof, but all she found was the sheets of her own bed. Panting, she threw them off with a panicked sweep of her hoof and raced to her window. Pushing the drapes aside, her eyes were stung with the harsh light of day. The sun was still up, just past mid day if she were to judge.

Was the old magic off to try to return to Twilight's dreams? If so, then perhaps she still had time. But it had said it had to find another Stargazer. Luna doubted that Twilight's brother was in any danger. He was part of the royal family now, and the spell would not concern itself with those that had married out of the Stargazer family. But if Twilight was indeed the last of the Stargazers, just who would it seek out?

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

The bell rang soundly, it's tone carrying out far and wide, though it only had to reach the ears of those within the building. A moment later, the back door burst open, and out flowed a small tide of fillies and colts. Recess was what got most of the foals through the school day, letting them blow off steam before returning for the remainder of the day's lessons. And as recess started, today was no different.

"Remember class! The test will start soon as recess is over!"

Cheerilee smiled as she watched the last student flee from the classroom, the short grey colt struggling to keep up with his classmates. As she watched her students run to the small playground, she considered letting them have an extra long recess today. They had been going over the weeks previous lessons all morning, all in preparation for the weekly test. They would need the extra time to unwind and relax before the test.

Normally she would have gone out with them. Not just to keep an eye on her students, but to take the time to relax herself. But today, she had to prepare. While a test meant harder work for her students, it likewise meant more work for her. She had to get everything ready before recess was over. There were test sheets to make ready, charts to draw on the blackboard, not to mention she would have to consult her teacher's manual so she would be ready to grade the tests once her students handed them in.

It was all a lot of work for her. But in the end, she knew it was for the benefit of her students. Even if most of them didn't realize it right now. In a way, Cheerilee almost considered her students as if they were her own foals. The fuchsia earth pony had no foals of her own. Not that she hadn't tried. Or rather, she had tried to find a special somepony to have foals with. But it just always seemed as if the decent stallions were already taken. And those that were available usually weren't taken for a good reason.

With a little sigh, she looked out the window, watching her students play. Some were on the swings. Others played with marbles in the dirt. Some even spent their recess napping. She looked back to her desk across the classroom. The papers were waiting for her. It would be best to get everything ready ahead of time, then she might have a few minutes to herself before the students returned and the test began.

Cheerilee decided to give her students one last look before taking care of her duties. Her eyes scanned over all of them in the playground. Making sure that they were all fine. Making sure they were behaving. That was when she saw them. Sweetie Belle, the little dear had been putting on weight lately. It happened sometimes as fillies started getting to that certain age. It was perfectly natural. But unfortunately, that would not stop two certain other fillies from taking advantage of it. Cheerilee watched as two earth fillies, one grey, one pink, made their way over to the young unicorn. With a sigh, the teacher narrowed her eyes as she watched.

She knew what was about to happen. She had seen it play out again and again in her class. Wont those two ever learn? With a shake of her head, Cheerilee started to walk towards the door leading out to the playground. It would be best if she put a stop to this before it got started. But something was wrong. As she stepped towards the door, one of her hooves refused to move.

Puzzles, the earth pony looked back, finding her rear left hoof was rooted in place. She tried to take a step with her right and found it too was trapped in it's spot.

"W-what's happening?"

She gasped softly. It felt as if her legs weren't even there. She tried to pull them along, but they resisted. Slowly, she could feel the strange, disconnected sensation moving up her hips and to her back. Panic started to set in. Was she paralyzed? Was she having a seizure?

"Oh no... Oh no! S-some pony, help me!" She gasped, trying to cry out, hoping one of her students might hear her. But she could barely bring her voice above a whisper. Her chest felt like it was missing, and the sensation continued down her front legs. Her eyes were wide, terror making them tremble as she felt a coolness set into the back of her skull. Slowly the room started to spin, and her eyelids felt heavy. As her shaking, green eyes rolled back, unconsciousness claimed her and the floor rushed up to meet her.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Reality snapped back to her with a jerk. She gasped and coughed, as if her lungs had to be kick-started again. With a groan, Cheerilee tried to get her hooves back under herself. Relief filled her limbs as she found she could move them again, and she slowly started to rise. How long had she been out? Why did no pony come to help her? Why... Why did she feel so hot?

She glanced over at the clock. It had been nearly a half hour, most of recess was now over with. There was precious little time to get everything ready for the test now. That is, if she should even continue with class for today. Sitting up she reached a hoof to her forehead. She felt warm, but not feverish. Was it just a passing dizzy spell? Should she end class early and see a doctor? She was sure her class wouldn't mind if the test was postponed.

Cheerilee looked back out the window. Her students were still playing out in the playground. Her students. Her foals. Foals... Her eyes trembled slightly as she watched them out there. Her body started to feel hot again as she watched two fillies. They were playing leap-frog. They would take turns putting their front hooves on the other's back, lifting themselves over top the other before they would switch positions. Cheerilee watched as if it was most fascinating thing in the entire world.

She watched as, every once in a while, the top filly would bump the one bellow her. Her belly or her thighs would smack against the lower filly's rump, and the two of them would giggle at the silly little mistake. But each time it happened, Cheerilee could feel her heart jump at the sight. Each time it started to beat faster. The classroom got hotter as her eyes stayed glued to the two playing foals, almost willing them to make that mistake again and again. But eventually, something pulled her attention from the sight that had enthralled her so. Her eyes slipped down, over the floor and to herself.

"W-What?!"

She saw it, but she didn't believe it. Rising up from between her thighs, she saw a still growing member. Her eyes grew wide as she watched the thing continue to stiffen. Her breathing had become pants as she watched, seeing it throb in time to her heart beat. Seeing it widen and lengthen, the tip starting to drool slightly. Slowly, as if she was still in a dream, she reached a hoof down, lightly pressing against the side of the veiny shaft.

"O-Oooh!"

Cheerilee gasped sharply. It was a part of her! But how? How could this happen? When did it happen? What... What would her class think? Her eyes darted back out the window, watching those fillies play. She could feel herself, her new length throb at the sight. Those fillies, how they played. How they bumped into each other. How... How they must feel when they do it. How would it feel to bump into them. To touch them. To do even more.

She bit her lip, shaking her head. She couldn't. She shouldn't. She was their teacher. They trusted her. How could she have such thoughts about her students? But, somehow, she was. She tried to look away, but she just couldn't. She couldn't pull away from the sight of those tender flanks. Their soft rumps. Without realizing it, her breaths were now desperate pants, her chest heaving as her eyes looked on with pure desire. A hoof had slipped to her new and needy member, caressing along it, imagining what it would be like to have one of her students nuzzling it. Kissing it. Slowly sliding down it's length.

Squeezing her eyes shut, she tried to resist. Tried to rationalize that it was wrong. That there was no way she'd be able to get away with it. But it was no use. The need, the desire, the raw lust was too strong. She had to have them. Cheerilee needed to make them her's. To make those fillies her mares. She could feel her heart racing at the thought, as if it might explode if she didn't have one of them. Her foals... Her student's weren't her foals, the would have her foals! Who needed to settle for a reject of a stallion when she could be the stallion herself!

Cheerilee looked back over at the clock, there was so little time left. She would have to wait. She couldn't do it right now. There would just be too many at once. If she could get one or two of them alone. When the other students wouldn't know. Wouldn't catch her. With a purpose driven by pure lust, Cheerilee went about getting everything ready for the rest of the class, to ensure none of her students suspected a thing till it was too late.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

The test was agonizing. Not for the students, not really. It was simple enough, just the basic things they had learned all through the week. No, it was agonizing for Cheerilee. It seemed to stretch on forever.

Sitting behind her desk, she could feel sweat starting to run down the side of her head. But that wasn't what worried her. It was something else running down another part of her anatomy she was worried about her students seeing. At least, the whole class seeing before it was time. She watched her students, chewing at the inside of her cheek as her eyes roamed from filly to filly. Which one? Which filly would she make into her mare? Which one would be the first to carry her teacher's foal? And just how in Celestia's name was she going to get alone with that filly?

Cheerilee could feel herself throbbing, her erection hidden under her desk. Since her students came back in from recess, she hadn't softened one bit. She watched them, their soft bodies. Heard their sweet voices. And, most of all, she could smell them. The sweat they built up from playing outside, the excitement from recess. It all drifted up to the teacher's nose. Nearly an entire class worth of innocent musk was driving her mad.

Her hind hooves fidgeted, rubbing against each other as she sat there, watching. Waiting. Her hips squirmed in her seat, wanting to buck and thrust. She could feel the tip of her member, it was pressing against the underside of her desk. She could imagine the sticky mess it was smearing all about under there. Lathering more and more pre till it would drip to the floor. She could feel herself going insane with lust. With need. Every second seemed to take hours to tick by.

Part of her was afraid her whole class would find out what she was trying to hide under her desk, that she would be exposed before ever getting the chance to feel the tenderness of a filly. The other part was screaming to not care, to just throw herself onto them, any filly she could reach, and not to stop till she had sated her lust. Just as she felt her restraint starting to crumble, a dull splat and a startled yelp got her attention.

Had she gotten too excited? Had one of her students saw the beast hiding under her desk? Cheerilee's panic abated a moment later. Thankfully, her lustful secret remained intact for the moment.

"Whut tha hay?!"

As Cheerilee's eyes looked over her class, she saw one filly reaching back, a spit-wad splattered over her flank where her cutie mark would one day be. Apple Bloom, the little farm filly, was trying to get the disgusting mess off of herself, while another filly laughed a row behind. The pink filly held a straw in her hooves, and the malicious glint in her eyes twinkled like the delicate crown she always wore atop her head.

"A-Apple Bloom!" The filly looked up to the front of the classroom, her expression a bit shocked and worried.

"You... You'll stay after class. Understood?" Cheerilee watched the filly's face turn sour, upset at being called out and now in trouble for what had been done to her. Cheerilee's eyes slipped from the yellow farm filly to the pink trouble maker.

"You too, Diamond Tiara..." The malicious glee in Tiara's eyes faded the moment those words reached her ears. With a look of annoyance, she slumped back in her seat.

Try as she might, Cheerilee couldn't keep a small smile from pulling at her lips. This was perfect. Two fillies, alone with her in an empty classroom. It was even sweeter than that. The class bully, her's to do with as she pleased. And she intended to show the little trouble maker just what sort of reward her mischief had earned her.

The minutes ticked away. Every tick of the clock, Cheerilee could feel another drop of pre slowly oozing down her length. It was agony, being so close, within reach of those fillies. Her mares. But she couldn't have them. Not yet, not till the time was right. At last, the tests were finished and turned in, the minute hand on the clock fell into place, the bell rang, and every colt and filly made a rush for the door, eager for the start of the weekend.

"Y-You two sit back down!"

Cheerilee's command stopped Apple Bloom and Diamond Tiara in their tracks. The two fillies had hoped to slip out in the crowd without being noticed. Cheerilee smirked, she'd have to show her two mares who was the one in charge here. As the rest of the class emptied out, she watched her two captives make their way back to their desks. Apple Bloom looked crestfallen, while Diamond Tiara just looked more annoyed, as if she had better things to do than to stay here. Better things to do than service her stallion.

She licked her lips softly as she looked between the two fillies for a moment. Which one first? Apple Bloom looked so sweet, so tender. But Diamond Tiara, she needed to be taught a lesson. Taught to respect others. To respect her stallion.

"Apple Bloom. Diamond Tiara. Front and center!"

The two fillies looked at each other for a moment before they both made their way up to the front of the classroom. They had expected to have to write out apologies, or maybe even write something over and over on the blackboard.

"Ah... Ah'm sorry, Miss Cheerilee.. Ah didn't mean ta inta'rup tha test.."

Apple Bloom tried to apologize. She had always been a well-meaning little filly. Cheerilee liked that. Diamond Tiara, on the other hoof, wasn't saying a word. Not one attempt to apologize.

"Turn... Turn around, you two.." It took all her willpower to keep herself behind the desk. Cheerilee could feel herself flexing already, her length piratically begging for the warm embrace of a mare.

"Ummm.. M-Miss Cheerilee?"

Apple Bloom started to ask, confused for a moment at the strange order her teacher was giving her.

"D-Do as I say!" Cheerilee nearly shouted her command. She had never snapped at one of her students before. Never had she been so short with them. But she couldn't help it. This feeling. This need. She needed them now, and she couldn't wait a moment longer.

The two fillies both looked at each other, both just as confused. Slowly, they both turned around, perplexed at just what sort of punishment they were about to receive. Were they going to get paddled? Cheerilee had never done anything like that. She had always been such a kind, gentle teacher.

All that changed in an instant as Apple Bloom and Diamond Tiara both felt a hoof on their backs, shoving them down against the floor. The weight of a grown mare more than enough to keep the two fillies pinned in place. Diamond Tiara gasped, straining as she tried to wriggle out from under the hoof pinning her down. Apple Bloom looked back to see what was happening.

"M-Miss Cheerilee! Whut... Whut..."

The little filly's eyes went wide at what she saw. She had grown up on a farm, she had learned about things other fillies didn't know about till they were older. But what she saw still made her shake with fear. Sure enough, their teacher was pinning her and her classmate to the floor. But what scared her so was what was under Miss Cheerilee. It was long, a shade of faded burgundy spotted with pink. That hard shaft tapered quickly from the root, narrowing right before the blunt tip. It was already slicked with pre, dripping thickly as it throbbed.

"Mmm... Let's get this lesson started.."

With a lusty groan, Cheerilee shifted her weight a bit, starting to pull Diamond Tiara back. Diamond Tiara Finlay looked back herself, catching sight of the dripping shaft that was moving to point right at her. And panic gripped her. With a scream, she started to struggle, limbs flailing as she tried to pull herself out from under Cheerilee's hoof.

"N-No! Stop! Please, Miss Cheerilee! I... I'm sorry! Please don't!"

It was the first time Apple Bloom had ever heard the class bully apologize. It should have shocked the farm filly, but at that moment, nothing seemed able to tear her eyes away from the sight of her teacher's impossibly long cock. The sight of the thing filled her with fear. With dread. And something else. Something she couldn't quite understand. She watched as Diamond Tiara was pulled back towards it, kicking and screaming the whole way. She saw terror in the bully's eyes, terror as she felt the moist tip pressing against her rump. And suddenly Miss Cheerilee's hips bucked down hard.

"PLEASE! HELP ME, DADDY!"

Diamond Tiara screamed as she felt it, forcing into her, straining her tender folds as her teacher's length sank inwards. The fat tip stretched her mound, making it bulge around it as Cheerilee pushed harder and harder. She screamed so hard her throat hurt, feeling it suddenly surge deeper, tearing through the tiny barrier of her virginity as it rammed into her body. Her trembling eyes looked to her classmate, to the only pony who could possibly help her right now. Apple Bloom's eyes were wide, entranced as she saw what was happening to Diamond Tiara. What was being done to the filly who had tormented the farm pony at every opportunity. In those eyes she saw fear, fascination, but very little remorse.

Cheerilee was in heaven. So tight, so hot. A long, satisfied groan slipped out of her lips as she tilted her head back, giving another buck to her hips. The tight little body under her squealed again, her struggling getting weaker by the moment as more and more of Cheerilee's length sank into her student. No, she wasn't just a student anymore. She was Cheerilee's mare. That tight, struggling body felt wonderful. Felt right. But she didn't only have one mare to enjoy.

"Mmm... Now for your lesson to begin.."

"W-Whut? N-No!"

Apple Bloom gasped as Cheerilee lifted her hoof off of Diamond Tiara. The class bully still had no chance of escape. She was trapped, the teacher's swollen cocktip made sure of that. Lodged so deeply inside the poor filly's body, it would never let her escape. Not till it's need was satisfied. Apple Bloom squirmed as that hoof came towards her now, pulling her aside, keeping her pinned as she was flipped over. Her eyes kept darting back, stealing glances at Diamond Tiara. Once the filly had been the class terror. Now, she was nearly broken, shown her proper place at the end of their teacher's length.

Her eyes went back up to her teacher. Miss Cheerilee was licking at her lips as her hooves slipped over Apple Bloom's body. Exploring, caressing, fondling. They slipped down, pulling her hind legs apart, pushing them down to keep her still. Her back hooves were barely inches from the painful, humiliated expression on Diamond Tiara's face.

"P-please, Miss Ch-Cheerilee... You... You Don't hav'ta do this!"

She whimpered, still trying to squirm away as her teacher's face came down towards her. The delighted grin she wore told poor Apple Bloom that there was no reasoning with her.

"Mmm.. But I do..."

And with that, Cheerilee pressed her snout down. Her lips pressed suddenly between Apple Bloom's thighs. Tenderly they kissed, they suckled. That tiny mound, so fresh and warm, musky and tender. It was like nothing she had ever tasted before. Well, she had tried another mare once. She had been much younger, and a lot more drunk. But this was different. Was it something about her now that made it different? Or was it that a filly tasted so much better. The flavor seemed to bloom in her mouth. She couldn't resist it. And so, she slipped her tongue out, working it against that tender mound, worming it against her student's soft folds.

Apple Bloom's eyes went wide. A shiver raced up her spine as she felt that, something warm, wet, and soft against her. It pried her open, pushing at her little treasure. Her body shook, she couldn't stop it. Miss Cheerilee was pushing her tongue into her. She knew this was wrong. Knew her sister would have yelled at her. Would have said she shouldn't enjoy it. But she couldn't help it. The feeling of it working back and forth, pushing her folds apart to wriggle deeper. Her whole body felt like it was catching on fire. Slowly her struggled turned into squirms of passion, her hips working upwards, pushing to those lips, that warm muscle. She wanted more.

Slowly, Apple Bloom's hooves came up, Cheerilee felt them resting atop her head, gently pulling her against that delectable little foal sex. She grinned, working her tongue deeper. Apple Bloom was taking to her lesson much faster than Diamond Tiara was. She could feel the little farm filly bucking against her lips. Feel her tongue being squeezed in the warm embrace of that tender cunny. With a groan she pressed her lips tighter, suckling for the sweet nectar that had started to seep out. Her hips thrust down, bringing another cry from the filly trapped under her body.

She could feel Diamond Tiara squirming under her, trembling as she was being pressed under the floor by Cheerilee's chest now. Every little struggle the filly made sent such wonderful feeling racing up her shaft. The warm, tight passage, the frantic spasming of her insides. Cheerilee could feel herself throbbing, the heavy sack at the base of her shaft starting to tighten as her hips pumped again. Her swelling tip pushing deep into her little mare's belly, making it bulge out against the floor.

Diamond Tiara felt like she was being torn apart. Her hips ached, her back legs twitched on their own as she tried one last time to pull herself out from under her teacher. Cheerilee's chest was pressed to her back, her vision filled with pink as she was nearly smothered. Her insides ached, the constant throbbing of that huge shaft the only feeling she had left. The hot pulse growing stronger and stronger as she gasped, tears flowing down her cheeks. Why? Why was this happening to her? Why was her teacher doing this? She felt Cheerilee's member swell inside her, straining her already over taxed passage even further. Why hadn't Apple Bloom tried to save her?

The farm filly clung to Cheerilee's head, her little hooves pressing her harder against her mound. Those lips, that tongue, it was getting to be too much. Still she wanted more. Apple Bloom's heart raced. She could feel it building. Little specks of light dancing under her eyelids as her hips ground up to her teacher's hungry muzzle. Her belly fluttered, quivering as she felt Cheerilee's tongue flick at something inside her, a tender little span of flesh. Again and a gasp left her throat. She couldn't hold back, she couldn't resist any longer. With a sharp squeal, her whole body convulsed.

That was all it took. That sweet nectar, that tangy flavor. It flooded Cheerilee's mouth, filled her cheeks and coated her tongue. She swallowed, gulping and lapping even as a lusty groan vibrated her little mare's petals. Her hips jerked hard, driving into the filly bellow her. And she erupted. Felt her length swell, pulsing as she released over and over. Thick ropes of seed flooding into Diamond Tiara's body. Again and again till Cheerilee felt it start to seep out, bubbling up around her shaft, oozing out from that painfully stretched entrance.

In an instant, Diamond Tiara's world disappeared in a sea of white. She felt the pressure inside her build, swelling painfully till she felt as if she would burst. Her tear-filled eyes wouldn't focus, her throat ached from screaming for help. And still the pulsing deep inside never stopped. It grew and grew as she felt her belly strain, struggling to contain the building heat inside. Finally she couldn't take it, finally she gave out, collapsing in a sticky, swollen heap under Cheerilee, her legs still trying to kick and jerk.

With a satisfied gasp, Cheerilee pulled her face from between Apple Bloom's splayed thighs. Stings of spittle and the filly's juices connecting her lips to her student's sex for a moment before they snapped. She looked down at the filly, still quivering and whimpering as her first ever orgasm slowly worked it's way out of her system. With a smirk she looked down at her other little mare. Diamond Tiara was a wreck, passed out under her from the intensity of it all. Her mane was plastered to her face with sweat, her tiara long forgotten, knocked off onto the floor. The pink filly's belly was swollen, struggling to hold the teacher's seed.

There was just so much of it. And yet, Cheerilee felt that she needed more. As if she had been waiting for this opportunity for months now. Slowly she pulled back, a groan escaping her lips as her length inched it's way out from the tight little passage it had nestled itself into just moments before. She could feel the pressure inside Diamond Tiara helping to push her out, feel spurts and squirts of seed leaking out. Her plump tip was stuck, dragging the unconscious filly along as she tried to pull free. With a slight giggle she reached back, placing a hoof on Diamond Tiara's back to hold her still.

With a little grunt, she pulled free at last. She could feel the little filly jerk under her hoof, and hear a loud 'splort' as a gush of cum rushed out of her abused sex. With a giggle, Cheerilee looked to it. Such a shame, Diamond Tiara never was good in art class. Her eyes moved to her still throbbing member. It wanted more. She needed more. She watched as seed and filly-fluids dripped slowly from her length. Her tongue running over her lips, she turned her attention back to the slowly recovering Apple Bloom.

"Looks like it's time for your final exam, Apple Bloom..."

Cheerilee nearly purred those words, stepping over Diamond Tiara to place her hooves on either side of Apple Bloom. The little filly's eyes fluttered open, slowly regaining focus. Her mind felt scrambled, the signals running in circles as she slowly recovered from what had been the first orgasm of her life. Her whole body felt like it tingled, like it had been rubbed down so roughly, all the energy had been drained. Slowly everything started to come back into focus. Her teacher's words, the body above her. The massive cock pointing right at her.

"Miss... Miss Cheerilee... Ah... Ah don't k-know..."

"Shhh.... No talking in class.." Cheerilee smirked as her hooves pushed the filly over, pinning her down with her chest and face against the floor as the teacher scooted up closer. Yes, Diamond Tiara had been a good warm up, the little brat deserved to get Cheerilee's pent up frustration. But now, this was the mare she wanted. Closer, her hips twitching till she could feel it, the soft rump pressing against her tip. That warm, slickened hole just against her wet length. With a throaty groan, she pushed her weight down, holding Apple Bloom still as her hips thrust towards that tender entrance. "Mmm... Except for screaming, of course.."

Apple Bloom's eyes went wide. She had wanted more, she had wanted her teacher to continue suckling at her little mound. But this, she wasn't sure she wanted this. Wanted Miss Cheerilee inside her. Wanted that huge thing splitting her open like this. She grit her teeth, her whole mound was on fire. It had tingled before, as that soft tongue had caressed it. But now every nerve was screaming out loud, like lightning stuck her with every motion that huge thing made inside. Apple Bloom could feel it, forcing her passage to accept it. Forcing her body to take it in, deeper and deeper and..

"S-Stop! It hurts!"

She cried out, tears welling up in her eyes as she felt something. Something inside her had torn. She was being ripped apart inside. Arching her back she struggled, trying to pull away even as Miss Cheerilee forced deeper. Apple Bloom looked back, her eyes falling on Diamond Tiara. She was still breathing, she had survived this. But she was in sorry shape. Sticky, worn out, bloated. It made Apple Bloom shiver. Was she going to end up just like that? Would she end up worse? Could she stop it? Should she stop it?

A gasp left her lips as she felt her teacher thrust again, pushing her belly outwards. Her whole body jerked, trembling as something inside seemed to change. She could feel her insides squeezing, spasming. That same fluttering in her belly from before was now squeezing frantically at Miss Cheerilee's pulsing cocktip.

Yes, this was what Cheerilee had waited for. This filly was warm, tight, but most of all, she was responding. She could feel it, the rapid squeezing, the eager suckling around her length. With a lustful groan, she pushed inwards, feeling herself pressing deep inside. Feeling those tight muscles squeeze and milk at her shaft. Slowly she pulled back, feeling the delightful tug around her cocktip. She could feel Apple Bloom's passage trying to pull her back in, and even better, she could hear it.

The breathless moan slipped out of Apple Bloom's throat, she couldn't resist. It felt as if her insides were being pulled inside out, clinging to her teacher's hard length. But she didn't care, she wanted more. As a tremble ran up her spine, she pushed her hips back, trying to work her flank back onto that shaft. She could feel it building again. That same strange tingling sensation. The fluttering in her belly was getting stronger. Her eyes squeezed shut, pawing at the floor with a hoof as Apple Bloom squeaked out between tightly clenched teeth.

"M.. More..."

That word brought a grin to Cheerilee's lips. She was panting hotly by now, her hips pumping down into the little farm filly, driving herself into her again and again. They were both close. Just a little more, a little further and she would have two little mares to call her own. Two new foals of her very own. Cheerilee could feel it, the pulse in her shaft quickening, growing stronger and more urgent. The tightening of her bouncing sack, drawing close to her body as she felt that wonderfully tight passage squeezing down. Her little mare was enjoying this, enjoying having a foal planted deep in her belly.

Apple Bloom was the first to give out, unable to hold it back any longer. Her mouth opened, a long, shrill cry escaping as she felt her whole body jerk. Her insides were on fire, burning hotter than pie left in the over too long. She felt the sensations ripple through her, each pass she could feel her insides squeezing down, grasping and milking at her teacher, her lover. Time seemed to slow to a crawl as she felt Miss Cheerilee swell inside her, a moment before it was all awash in a delightful warmth.

The little filly felt Cheerilee's forehooves hug tighter around her, pulling her back as the teacher rammed herself as deep as she could go. This was what she wanted, what she had waited all day for. Apple Bloom was perfect, the perfect little mare for Cheerilee to have her foals with. Again and again her hips bucked down, each time another blast of her thick seed filling the little womb just ahead of her cocktip. She felt the poor filly starting to swell, Apple Bloom's pleasure being tinged with the painful feeling of reaching her limit, pushed to near bursting before Cheerilee let her go. Inching her hips back, giving just a bit more room for her warm cum to expand, till with a wet pop, she pulled free. Messy splatters covering that little yellow rump as the last of the teacher's climax painted her mark across her new mare.

The filly's mind was flooded, washed away by that tide. It had hurt, hurt so terribly. But she couldn't make herself care, couldn't pity herself or hate her teacher. The only thing her mind could focus on was the warm, sore throbbing deep inside. The tingling heat left behind, the straining feel of being full of something. Full of some pony else. It was as if her life wasn't for herself any longer, that it was all for her teacher. All for Miss Cheerilee. She collapsed on the floor, her weight pressing down on her swollen tummy, forcing a thick spurt to escape her throbbing petals. She could feel the warmth radiating from deep inside her. Feel it soothing the tingling left behind by her second climax that had been pushed to it's limits by her teacher's wonderful length. With a deep groan of longing, Apple Bloom practically melted onto the floor, wanting nothing more than for this to last forever.

Cheerilee stood over her wonderfully worn out little mare. She panted to catch her breath, her hips still giving little thrusts as she came down from her second climax. She could still feel it, her hard shaft smacking at her underside, even as little ropes of seed were slung about by her motions. She felt insatiable. She needed more, need another release. It felt as if her whole life, this was what she needed to do, and she had so much lot time to make up for. A soft, painful groan attracted her attention.

The little brat, Diamond Tiara, was starting to recover. Her belly still swollen, seed slowly drooling from her throbbing sex as she tried to drag herself away. A wicked grin spread over the teacher's face as she watched that soft little rump wiggle with it's owner's attempts to escape. Such filthy ideas running through her mind. As a teacher, she should be horrified that she'd even consider any of this, but she had come too far to worry about that now. Now, all that mattered was her little mares and her own pleasure.

"Mmm.. And where do you think you're going, deary?"

Those words made Diamond Tiara's ears perk up and her eyes grow wide. Apple Bloom wouldn't save her, wouldn't help her. So she had tried to help herself, to try and get away while the little farm filly held her teacher's attention. If she could get out, she could find help. Could be taken someplace safe. Someplace she could forget about the feelings and sensations running rampant through her little mind. Someplace where she could forget the fact that she wasn't as important as she wanted to be. The fact that she was just a toy to be used for some other pony's pleasure. Those words pulled her, kicking and screaming, back to that reality, just as a hoof started to pull her back.

"P-please, Miss.. Miss Cheerilee... I... I won't tell... I.. I'm sorry.." Diamond Tiara pleaded, begging as she was dragged back, pulled up under her teacher once again. Her whole body shook, awaiting the pain of being stretched and filled once again. She could feel that massive dip prodding her rump, her little hooves trying to pull her away desperately.

"Oh, I'm not the one you should be saying you're sorry to..."

The filly gasped, she felt it, pressing against her. But not at her sore, bruised petals. It was pushing at her rump, spreading her soft little cheeks as it slowly, unstoppably made it's way forwards. It pushed at the little pucker nestled away there, making it cave inwards more and more as it was forced to open.

"N-No! Not there, please!"

Diamond Tiara wailed, feeling herself being stretched all over again. This time a new hole was being tormented, wider and wider, all for her teacher's pleasure. Just like a meaningless toy being abused by it's owner. She shivered as the thought passed through her mind. She was nothing but a toy. Meant to be played with, to be used. She could feel herself opening, the burning feeling growing as hot spurts of pre flooded her tight backdoor passage. Slowly the throbbing sensation of Cheerilee's tip sunk into her, breaking the poor filly's colon around it as she was forced to give her body for her teacher's delight.

Cheerilee groaned, gritting her teeth at the painful tightness, the clinging warmth. If anything, the little brat's rump was more enjoyable than her tight sex had been. With a smirk, the teacher figured that was to be expected. Tiara had always made an ass of herself in school, and she was a pain in every pony's rear end. Now it was time to show her just what a pain in the ass felt like.

The scream snapped Apple Bloom out of her blissful daze, her ears ringing for a moment as it faded. Slowly she rolled over onto her back, feeling the weight in her belly settle as her eyes started to open. The blush across her cheeks intensified at what she saw. Once again, Miss Cheerilee was sinking herself into Diamond Tiara. She watched the look of agony grow across the bully's face as more and more of her teacher disappeared inside. For a moment, Apple Bloom couldn't help but feel jealous. Jealous that she wasn't the one having her teacher's warm flesh filling her body.

The farm filly watched as Diamond Tiara's little hooves tried to scramble, to pull away. But the thick seed oozing from her sore sex had made the floor slippery, pooling under her as that throbbing length demanded more and more of her body. She slipped, her back legs flying out from under her. Pain shot up her spine as her weight was suddenly supported by Cheerilee's shaft, pulling her insides in an odd direction. With a powerful grunt, Cheerilee thrust, sliding the filly across the floor, through the sticky mess, till her nose ended up nestled between Apple Bloom's sperm-covered thighs.

"Oooo... Why... Why don't you show Apple Bloom just how sorry you are.."

Diamond Tiara slowly looked up, her vision blurry through the pain lancing through her from her spasming pucker. Apple Bloom's eyes were wide, but she couldn't see any trace of remorse. No pity. All there was was confusion at their teacher's words. And why should the filly feel pity for her? By how she was nothing but a toy. Her cutie mark, a tiara. A thing. Just like her, nothing more than an object to look pretty and be used. Her whole body shook as the realization hit her. All she was, all she was good for, was to be used.

With a grin, Cheerilee brought a hoof up, pressing it to the back of Diamond Tiara's head, shoving her snout forwards till it suddenly pressed against her classmate's sticky mound. That brought a startled gasp from the little filly, Apple Bloom's mouth gaping wide as she felt the contact. With another push, she had nearly buried Diamond Tiara's nose between her little mare's petals. She watched, that grin never leaving, as little Apple Bloom's hips starting to buck, to press against that warm muzzle against her. The little farm filly was as hungry for release as she was.

She couldn't breath, her nose sucking in nothing but thick spunk. Her mouth got clogged and gummed up the same way. She had no choice, she couldn't choose for herself, cause she was nothing but a toy. So slowly, fearfully, Diamond Tiara started to lick. Her little tongue reaching out, lapping up that sticky cream, tasting her teacher's sperm as she tried to clear it away enough for her to breath. Each lap she took, she swallowed, feeling the slimy warmth slide down her throat. It wasn't long before a new flavor joined the bitter saltiness. Her little tongue was running across Apple Bloom's tender folds. They were sore and bruised like her own, but each touch brought not pain, but a euphoric groan from the farm filly.

Apple Bloom couldn't believe it. Her teacher, her lover, had used and abused her in such wonderful ways. And now, Diamond Tiara, her worst enemy, was being forced to please her. To pleasure her. Leaning back, she supported herself with one hoof, the other reaching down over her swollen tummy, pressing into that purple and white mane, pushing Diamond Tiara against her trembling mound. That warm, soft tongue, she could feel it sliding against her sore folds, lapping up any of Cheerilee's seed that seeped out. Apple Bloom's mind was spinning. She had been so scared, so worried when it all started. But now, she wanted more. She wanted this to never end. To feel more of her teacher's warmth, to force Diamond Tiara to lick and lap at her.

That soft tongue was shoved against Apple Bloom's trembling sex again, pushed by a thrust of Cheerilee's hips. So close, she could feel herself building again, that all-consuming sensation rising up in her gut. Each thrust she took made her little toy squeal, and forced her to lick deeper into her little mare's sex, bringing gasps and moans from Apple Bloom's lips. Again and again, the tight convulsing around her, the milking of that hot tunnel. Just one more time, one more release and she was sure she'd be sated. She could feel Diamond Tiara around her, trembling and shaking, pushed over the edge as her body was being used for the pleasure of not one, but two mares. Harder, Cheerilee's hips came down, pushing deeper into the little filly's guts, forcing some of her seed to spurt out of that sore little sex as she delved deeper into that grasping pucker.

Their hearts were racing. Diamond Tiara felt as if that throbbing, burning shaft might push out of her mouth and into Apple Bloom at any moment. The farm filly could feel her breath quickening, her hips twitching as her insides started to tie into knots. Cheerilee could feel her pulse pounding in her ears, her member jerking each time she sank deep into her little plaything. Closer. Closer.

Her groan sounded more like some wild animal than the cheerful school teacher she had been this morning. Driving herself deep into her abused plaything, she felt herself swell, her testes tightening against her as once again that thick rush of seed raced through her length. She could hear Diamond Tiara scream as it hit her, straining her already swollen belly, nearly burning her tender insides as her cry was muffled by the sticky little cunny she was pushed against. Legs suddenly wrapped around the filly's head, pulling her close and trapping her as Apple Bloom screamed, eyes pressed tightly shut as her whole body stiffened and shook. Sweet nectar washed over Diamond Tiara's muzzle, those petals squeezing tightly, almost smothering her as their owner convulsed.

By the time it was all over, all three had collapsed, panting and gasping. They were a sticky, sore mess, covered in sweat and the remains of their lurid adventure. Cheerilee looked over the two fillies. Diamond Tiara had blacked out, too consumed with the pain and lack of air to continue. Apple Bloom lay with her legs still spread, her classmate's face in her crotch. The little farm filly panted as consciousness left her, strung out from so much sensation so quickly forced onto her. With a trembling groan, Cheerilee closed her eyes as well. She was tired, so very tired.

Her little mare and her little toy. They were wonderful. They were just what she had always wanted. But, as a dreamless sleep took a hold of her, she realized something. They were not right. No, she wasn't right. She was not the one. She had been mistaken. She had to keep searching...