The stone cobbles shattered, sticking up around each of the Kings six legs as it strode forward. Each chitinous appendage as big around as a healthy tree, its weight cratering the heavy paving stones with each step. The wide, chimney like tubes rising from its back let loose a blast of steam, the monsters breath, forming a foul smelling fog around its ponderous, armored hooves and heightening its already impressive similarity to a slow moving locomotive.

To Behemoths left, Solstice was in a pitched fight with half a dozen changelings, and was holding her own. The broken forms of over a dozen more littered the ground around her, a testament to her speed and ability. Another fell, viscous, stinking black fluid jetting from its neck as a wing blade severed its throat, almost too quick for the eye to follow. The storm cloud grey pegasus mare was a study in fluid grace and peerless lethality.

A casual, almost slow motion swing of one the Kings massive scything blades caught Solstice full across her right flank, the power behind that slow swing flinging her armored form into the air...she came apart before she hit the ground with the thud of meat and the clatter of rent steel. Her dark eyes, always full of cockiness and confidence, were now wide, surprised, staring lifelessly at her captain. Behemoth hoped she'd died quick.

With a sharp intake of breath, the cobbles of the Lunar Citadel faded. The sounds and smells, the taste of that night, and the twisting feeling it left closing the back of his throat. Those didn't fade so fast. He was back in the train, the spires of Canterlot growing larger beyond the windows of the passenger car. The great city back lit in the vibrant hues of flame as the sun climbed slowly over the horizon.

"You were back there again."

It wasn't a question. He turned to meet Luna's eyes as she spoke, her voice quiet and calm, those amazing eyes betraying the concern she always felt whenever he...slipped.

"Yeah..."

"Bad this time?"

"...Same as always."

She hugged him slowly, wrapping both fore legs and wings around his larger form tightly. She laid her face along his, her lips next to his ear, and spoke just loud enough for him to hear. He was stock still, sitting bolt upright. His golden eye was clear as it stared off over her head, it reflected the light of the rising sun. The memories never faded, but this close to Canterlot, they were always...more vivid.

"You did everything you could...more then any other could have..."

"Maybe...but it still wasn't enough."

- - -

The sun had been up for barely an hour, long shadows still filled the streets, and the bustle as the populace of Canterlot began their morning commutes was just beginning. Sitting at her throne, Celestia took a moment to silently relish in the feeling of the grand city slowly coming to life just beyond the palace walls.

That moment of quiet peace and reflection didn't last long. It never did. It was chased away by a mildly annoying, incessant drone. As her focus shifted, that obnoxious hum resolved itself into words. The massive throne room was barren, save for herself, half a dozen advisors and ministers, and the ever present, silent and statuesque forms of the Celestial Guard.

"-and so, Princess, we are seeing a decrease of approximately 31.415 percent in gross yield tonnage over the last year from the various agricultural institutions in and around the Ponyvil-"

She was doing her best to feign interest in his emotionless monologue, but crop yield reports were never exactly thrilling. She was the first to notice the disturbance beyond the massive, ornately carved main doors leading into her audience chamber. A slightly annoyed, but pleasantly familiar voice could be heard as the heavy oaken doors heaved open.

"-don't give the slightest of damns what collection of random bureaucratic troglodytes shes currently amusing, I'm going to speak to my sister, and they can damned well get over it!!"

Still low in the sky, the sun cast the new arrivals shadow out before her, crisp and dark on the thick woven carpet leading from doors to throne. For Celestia and those near her, the approaching figure was silhouetted by the bright light streaming in from outside, nothing more then a dark, long legged shape moving with graceful purpose.

The various minions milled about, murmuring to each other in dismay at this sudden breach of etiquette. They squinted into the light, trying to identify who might have the gall to interfere in such a manner. Celestia, for her part, was smiling, the Sun Princesses eyes twinkling in joy as she of course knew full well who was approaching. They didn't see much of each other these days.

"Ahh, my dear little sister, its always a pleasure to see you, what-"

Celestia stopped mid sentence as she noticed that her sibling hadn't come in alone. The look of delight dropping off her face as she recognized the dark blue and black form walking casually up to stand next to Luna. Behemoth and Celestia looked at each other in silence for several seconds, her face diplomatically blank, his battered and scarred facade decorated with a slight smirk. He stood lazily, eyes half lidded. She spoke first, the quiet of her voice and the careful enunciation betraying the fact that she wasn't as happy to see him as she was her sister.

"...I seem to distinctly recall informing you the last time we spoke, that if I ever saw you here again, I'd have you led out in chains."

At this, his smirk grew into a full grin. He nodded slowly.

"Yes, I do seem to recall something about that, still...annoyed with me, Celestia?"

Her only physical response was a slight twitch of the muscle under her right eye. her words was just as level as before, but a little louder.

"That would be one way to put it, guards, take him to-"

"Oh for the love of...would you two knock it right the hell off?"

Luna stepped forward between them, shooting the approaching guards a wicked glare, stopping them in their tracks, before looking back and forth between Celestia and Behemoth.

"I swear, there's nothing more annoying then having to play referee to a dick measuring contest between your lover and your sister. Could you two act like adults for the next 90 seconds, or..."

Her gaze turned, leveling on Behemoth. Those brilliant eyes full of power and annoyance.

"Did you forget the nature of what brought us here?"

After a moment where it seemed he was considering arguing the point, Behemoth sighed and nodded.

"Of course, you're right."

He looked up, meeting Celestia's murderous glare. He'd seen it before, felt the heat of it from this range more then once. Still, the idea of that much power, that plainly pissed at him...unnerved him. Just a little.

"Your...opinion of me is well known Princess, and I wont be here long. But this is important, it involves the safety and well being of many of your citizens, and we...I, felt you should hear about it directly."

The intensity of her cold stare didn't fade, but it was changed slightly with the addition of a bit of curiosity. She spoke quietly after a tense moment, her eyes never moving from his.

"Say what you've come to say."

He nodded slowly, taking a moment to pick his words carefully before he spoke. Subconsciously, his hooves came together, his back straightened and his head came up. Muscle memory had brought him to military attention as his report began.

"As I'm sure you're well aware, just over a month ago, I resigned my commission as Commander of the Royal Lunar Guard. That same night, as I was returning home to Ponyville, a mob, thirty three strong, was pursuing my little sister for reasons we haven't been able to decipher as of yet. They chased her through the town, eventually cornering her in a blind alley."

As Celestia listened, the look on her face changed from barely restrained anger as Behemoth continued his almost clinical report.

"They attacked her, both physically and with magic, injuring her severely. It is my belief that had I not intervened, they intended to kill her in that alley. She survived, but spent the following month in a comatose state as a result of the attack."

Celestia sat back, her face once again diplomatically impassive. He had her undivided attention.

"The day following the attack, a friend led me to my sisters home. Inside, four of the previous nights mob where waiting. They attacked us as we entered. They lost."

He moved for the first time since his report had begun, reaching back into his bag and pulling out a black square of rough fabric, big enough to be wrapped around a neck or leg.

"This was found, left behind as the apparent leader of that second group retreated."

Celestia magicked the cloth from his grip, pulling it up to get a closer look at it. She spoke before he could continue. A deep frown building across her usually calm and peaceful visage. This...disturbed her.

"I've seen this before, its..."

"The group who uses that symbol calls themselves the 'Children of The Celestial Order', they are a cult, ma'am, and responsible for-"

A voice, haughty and dripping with self importance, slithered out from behind the throne, preceding the figure it belonged to before it too emerged.

"How dare you call them a cult, you mindless brute. You know nothing of the 'Children', they are a great and respectable group, that has done wonderful things for the citizens of Equestria."

The figure was an obese, rust red mare. Dark, piggish little eyes darted back and forth, set deep in a face caked in an excess of garish makeup. Her voice was wet, almost slobbery, disdain dripping from every syllable as she stepped forward in a ridiculously overdone gown that was worth more then six months of a Guard Captains salary.

"You ignorant savage, you dare to come in here and make such wild accusations in...'HER' presence. Guards, eliminate this peasant!"

Behemoth smiled, his one good eye tracking to her, focusing on her as he spoke. The guards didn't so much as twitch.

"There are two voices in this room that command the guard, you pompous, over painted sow, and neither one of those voices belongs to you."

His gaze sharpened, his head tilting to the side a bit as he got a good look at the creature in front of him.

~You...I know you...where have I seen you before you hideous abomination?~

Luna looked to him, a faint frown adorning her exquisite beauty. She knew what he was thinking, and responded in turn.

~What? From where?~

Behemoths face went slack as realization dawned on him. His trained eye picking out details even as his mind recoiled from what it had deduced.

~She led the mob that night...she was there...she was leading the mob when they tried to kill my sister...~

Luna's head snapped from Behemoth to the creature standing next to Celestia. Celestia sat forward, a deep frown furrowing her brow. Behemoth had noticed a black strip of fabric, wrapped tightly around the bulging foreleg of the rust red mare. A bright green, Celestial Sun clearly visible.

~Left foreleg...shes one of them, not even trying to hide i-~

"Alright, that's enough!!"

All eyes in the room snapped to Celestia at this uncharacteristic outburst. All eyes except one golden. As one, the guards turned, their lances lowered halfway as they responded to their princesses out cry as she looked back and forth between Behemoth and Luna.

"That was...you two are...mind speak...? I could taste it...how is that possible...its not... you're not..."

Behemoth tore his eyes away from his target, glancing at Luna.

~We've done all we can here. We need to go. Now.~

"You come in here, making wild accusations without any proof, and you bring...HIM, with you, after you know full well what hes done?!"

Celestia's visible anger was growing with her volume, her normally kind and benevolent eyes flashing dangerously. Luna glanced back to Behemoth, nodding once quickly before she turned back and spoke to her sister.

"Alright sister, we've said our piece-"

"Get out."

Luna's eyes opened sharply, she...wasn't expecting the heat, the sheer, red anger in her sisters voice. She hadn't heard Celestia like this in over a thousand years.

"'Tia, I-"

"I said, GET OUT, NOW!!!! ALL OF YOU, OUT!! GUARDS, EMPTY THIS ROOM!"

Everypony in the room recoiled, only one of them had ever seen the kind, benevolent form of Celestia this angry. Her eyes flashed red, the room quaked with her fury, dust trickling from the tops of the decorative marble columns. Her form seemed to grow with her voice, glowing brilliantly, blindingly white...with the slightest tinge of dark running through the middle of that glow. The minions scattered, even the rust red sow departed quickly, ushered out by the suddenly mobile Royal Celestial Guard.

Behemoth nodded, a half bow of respect, meeting the fury of those now burning white eyes for a second before turning and starting back down the carpet towards the door. The audience chamber shook, a low, stone on stone grating could be heard as the masonry strained to contain the power within it. Luna held her sisters gaze a little longer, before she too turned and followed the dark blue shape out of the room without a word. An honor guard formed around her in formation, staying there until they reached the heavy oaken doors.

Those massive doors swung closed with the finality of a booming thud. The Princess and the Captain, (retired), walked side by side as they left the palace grounds. Luna spoke first. Her face set in practiced composure, to most, she would've appeared calm and collected. At ease, certain that the world was as it should be.

"That was unpleasant... I haven't seen her like that in... a while."

Behemoth wasn't most. He knew better, he could see the tension in the perfect way she carried herself, the slightly haughty tone of her voice. He knew she defaulted like this when something upset or startled her badly. She retreated into the safety and security of being a princess. The only life shed known for more years then he'd likely ever know. Celestia's fury had bothered Luna greatly.

He nodded as they crossed one of the many decorative bridges, the city of Canterlot spread out before them. He waited a moment before speaking, putting them out of earshot of the nearest guard and just beyond the palace perimeter.

"Yes, I served her for many years and never saw her quite that...unsettled. How are you after that?"

She looked at him, turning just a little too fast, her eyes just a little too wide.

"Me? Oh, I'm fine. Just fine. Tia's always had a temper, she just hides it better then most...No, I'm...perfectly fine..."

He met her eyes, a faint, almost sad smile crossed his face.

"No. You're not. You cant lie to me like you can to the rest. I know you too well."

Luna looked at him, anger with him trying to rise up and fill her. It fizzled before it could build any momentum, fading as she let loose a long sigh.

"Alright, no I'm not ok. That's...just not her. She doesn't blow up like that. It...it was almost like..."

She frowned, shaking her head, searching for the right word or phrase that would describe what she was suspecting. Behemoth waited, silent and still as one of the ornamental sculptures decorating the grounds.

"She...wasn't her. I mean, of course she was, I'd be the first to know if it wasn't her, but...it...that's just not her. She doesn't DO that. Not in a very, very long time. Even at her most upset, her most furious, she doesn't raise her voice, doesn't let her power come that visibly close to the surface...if she had slipped just a little bit more, that chamber would've been shattered like an egg shell."

Behemoth turned from her, looking out over the city. He agreed. In his many years of service, he'd seen her mad, furious even, but never that close to losing control. He nodded slowly after a few seconds consideration.

"Its not just her. Many are acting...not themselves. Somethings causing this...recklessness, this anger. Emotions seem to be stuck in high gear...inhibitions are fading more and more by the day. It is...troubling."

"Any ideas what might be behind it?"

"No. Not yet. But that's a trouble for another day. As for today, however, today was a success. We know where we stand now. We know who the immediate enemy is. And that's the first step to-"

"You. Behemoth."

He stopped mid sentence, turning slowly, coming face to face with the beady eyed mare, just on the other side of the thick, ornate gate that had swung shut behind them a few moments previously. She had appeared with surprising speed and stealth given her bulk.

"You shouldn't have come here. You ought to have been wise enough to leave this alone, it is too far beyond what your feeble mind can comprehend." A slow smile split the rotten tomato of her face. "Give your darling sister my best, wont you? I do so look forward to seeing her again."

Behemoths reply was quiet and emotionless, as if he were commenting on the weather. It was not a threat, it was a simple statement of fact. The flatness of his voice sounded strange, out of place on this bright, cheery morning.

"The next time I see you, I'm going to kill you."

As song birds happily chirped away nearby, Luna started forward with a snarl very unlike her, horn already glowing with building power. Her pupils flashed vertically, appearing almost snake like as she moved.

"Why wait, I'll eviscerate this bitch right-"

The mare recoiled a bit, eyes widening at Luna's anger. The porcine creature turned, retreating back towards the palace in a hurried waddle. Luna was kept from pursuing by a dark blue, black edged wing.

"No. Not yet. Soon, but not yet. Let her go."

He gently guided her around, steering her back towards town, she let herself be steered. At his touch, her eyes had returned to normal. She was obviously struggling with her anger. They resumed their pace, heading slowly back towards the train station. The long, relaxing ride unnecessary, but guaranteed to give them both a chance to cool down.

As they stepped aboard the train a short while later, both deep in thought, they encountered an unexpected, but familiar face. Behind a rather impressive stack of books recently liberated from the depths of the royal archives, Twilight Sparkle was seated, completely involved in a tome which, judging by the brittle, yellowed pages and musty aroma, was well over a century old. She looked up as they entered.

"Oh, hello Princess Luna, mister Behemoth, I wasn't expecting to see you two again so soon..."

- - -

Several hours later, Behemoth stood in the middle of the Ponyville library, trying to recall how, exactly, he'd been talked into this. Twilight was at a book stand, her back to him, and Luna was sprawled on her back at the top of the stairs leading up to Twi's bedroom. The princesses head was dangling over open space, and she was looking quite relaxed. A large book hovering over her face, a ripe, juicy red apple similarly hovering, dipping in every now and then so Luna could take a bite.

"Miss Sparkle..."

Luna's long mane was dancing and flowing down behind her, blue and black, shimmering with starlight as it almost reached the floor of the main room. They had decided on the trip back, that coming here would be a welcome mental reprieve from the events of earlier that morning.

"Just a minute..."

Behemoth spoke again.

"Miss, you really need to..."

"Yeah, yeah, just hold on a sec..."

She was pouring over the hearty tome set on the stand before her, mumbling to herself as she read. This was the third such book shed worked her way through since she'd convinced him and Luna to join her at the library during the train ride back to Ponyville.

"Ma'am, this matter requires your..."

"Ugh!! Okay, okay then, whats so danged import-"

She looked back to Behemoth, an annoyed expression on her face...which snapped quickly to alarm as she noticed that his head was crowned in bright green flames. The magical flame didn't burn him, but it was uncomfortably warm, and there was something moderately disturbing about ones head being engulfed in flames.

"I seem to be on fire. Again."

"Crap, not again! Uhhh... okay... lets try..."

Twilight took a few seconds to run through her mental gamut of spells, searching for one that could resolve this. Luna in the meanwhile, had set aside her book, and was looking on, upside down, in interest at the leaping flames.

"Huh. Green this time. Not a bad color for you..."

He glanced over at her, smiling wearily at his princess.

"You're having a grand old time watching this, aren't you?"

She smiled in response. Brilliant turquoise eyes sparkling with mirth. It was good to see happiness on her face after the earlier events. Even upside down she was beautiful.

"Oh, absolutely. Watching you be a magical crash test dummy has been most entertaining."

"Okay, this oughta do it!"

Without any more of a warning, a globe of water about a yard in diameter appeared above Behemoths flaming cranium with a puff of accompanying pink smoke. It swiftly obeyed the suggestions of gravity.

As the newly formed 'Lake Library' lapped around his hooves, the now soggy pegasi spit out a stream of salty water followed by a tired sounding sigh.

"Well, at least I'm not on fire anym-"

He was cut off as something wet, slimy, and moving slapped across his mouth.

"Mmmf? Errmf mrrf ma mrrrf?"

Luna stiffled a giggle at the sudden tentacle based interference.

"Oh yes dear, maybe even twice."

His often raised eyebrow arced once again, looking at her wearily. With a shake of his head, he turned to a small wall hung mirror to get a look at what fresh hell he'd been struck with this time, mumbling to himself all the while.

"Hrrm, mrf mrfin, mrf mrfin ma mrfinmrf..."

He looked into the polished glass, his eye widening in alarm as the slimy, sea water slick tentacle-y thing perched atop his head and wrapped around his face winked a single over sized eye at him. Some of its long sucker laden arms flailing, most of them plastered around his head and neck.

"FRRRRKKKK!!! GRRRRRMMM SQUUURRRMM ERN MA FAASS, GAAARRRRRMMM!!!!"

Twilight looked up to the upside down deity, a look of confusion on her face as Behemoth charged the library wall at speed.

"Were those even words, Princess? I cant understand a thing he just said."

With a resounding thud, Behemoth smashed his head into the wooden wall.

"Oh, its an old pegasi dialect. He was just saying how he doesn't approve of the direction the fashion industry is going in, too much flash and not enough substance."

Thud.

"Oh..."

Thud.

Twilight nodded, glancing over towards Behemoth, but then quickly back to Luna as her response sunk in.

Thud.

"...Wait, what? Why would he be talking about fashion when he has a squid on his face?"

Thud.

"What can I say, hes an odd creature, that one."

With a final, resounding impact, the force of which knocked several books from the nearest shelf, the sea creatures grip finally slipped enough for Behemoth to pry it away from his battered and now sucker marked face.

"FUCKING HIDEOUS CEPHALOPODIAL ABOMINATION, YOU ARE ALL THAT IS WRONG WITH THIS WORLD!!!"

Its response was another wall eyed blink, and a clack of its birdlike beak. It had coiled and wrapped itself around Behemoths hoof that held it out at length. His scowl was almost comically overdone, unbridled hatred furrowing his brow as he glared at the multi-limbed creature.

*Clack!*

"Fuck you!!"

Twilight stepped forward to the edge of the sloshing salt water pool, bits of seaweed and other detritus decorating the floor where the inundation had left it. Luna was still lying on her back, laughing silently, watching the events unfolding below from her upside down vantage point.

"Uhm...here, let me..."

With a pop of displaced air and the strong smell of ozone, the water, the mess, and the squid vanished, back to wherever they had come from. Twilight had even done a passing job of drying off the recently dampened pegasi.

"There, much better! No more water, no more-"

"Damned filthy fucking invertebrate mollusc bastard...sub equine monstrosity..."

Behemoth turned to face Twilight, face still marked by slowly fading sucker marks, his eyes almost maniacally wide.

"Uh, I don't think it was a mollusc, technically, you had it right before, its a cepha-"

"It has no bones, NO BONES!! It is the very definition of evil!!"

She stared at him, eyes wide in confusion. Shed laugh about this later, probably, but for right now it was just...weird.

"Being lit on fire... five times, yeah, ok, comes with the territory. Not fun, but yeah, I'll accept that one..."

He started pacing around the low reading table in the center on the room.

"When she turned me into a newt..."

"Well, it was more of a juvenile salama-" Twilight started.

Luna chimed in, still smiling happily.

"You got better."

"Yes, yes I did, and being a newt was...new. The whole female me thing was...disturbing, but Luna seemed to get a kick out of it."

"Yes, that was awesome. You made a very...appealing, lady. I'll have to remember that one, might prove entertaining later..."

That comment stopped him for a second, and he looked sidelong at her, his brow furrowing in what might have been a bit of concern. He continued a moment later.

"The whole me clone thing...a second me was-"

"That was also, scientifically speaking, awesome! Might have to combine that one with the other, would make for an interesting evening...or morning, or afternoon..."

Luna rolled over onto her stomach, her eyes twinkling with all the lurid thoughts running through her head. Twilight, however, seemed a bit lost. Her frown had deepened, and she was looking back and forth between the princess and Behemoth, just a bit too naive to follow what this conversation was insinuating. She finally spoke up.

"Okay...I mean, yeah, it was kind of funny, but I don't see how an extra him would make a night so great...I mean, maybe if you needed to do a lot of reorganizing or some heavy lifting..."

Luna looked surprised at this at first. The surprise faded into a toothy, predatory grin. Lovely, dangerous green-blue eyes narrowed as her lithe and powerful form spilled forward with a fluid grace. Behemoth knew that look. It was the look of a jungle cat right before it pounced. Twilight was...going to have something to write about tonight.

"Ah, my dear Twilight, let me show you exactly how more can be better..."

Still smiling, Luna slowly sauntered down stairs, her horn glowing, drawing power for the next display of magical shenaniganery. She stepped right up to her sisters prize pupil, her magic building to critical mass.

Behemoth silently prepared himself, suspecting that whatever she had planned would expand to involve him fairly quickly. As it turned out, he was right. With an audible pop, Luna's magic discharged. Whatever she did, it was below the surface of the table and he couldn't see it, but it made Twilight stagger back against the circular reading table hard enough to knock over the heavy wood carvings that decorated its surface. She gasped, blushing profusely at whatever it was Luna, who was still grinning wolfishly, had done, and was apparently still doing to her.

"Ohh-hh...P-princess, that's...what are yoooo-ohhhh..."

Curiosity got the better of him, and Behemoth stepped around the table to get a better look at what was taking place. The sight of it was almost enough to stun him into silence. Almost.

"Oh what in the holy bearded hell..."

Tentacles. Sprouting from Luna's back, between her wings. Vaguely similar to the ones that had been recently wrapped around his head, only these were much longer, much thinner, devoid of suction cups and the same midnight blue of Luna herself. They seemed to be...self lubricating, covered in a sheen of liquid. They were also, unlike those previously, coiling, wrapping around, and generally having their way with Twilight Sparkle.

"Huh...Well, that's both moderately horrifying and strangely arousing..."

Behemoths quiet remarks could barely be heard over the shuddering moans and surprised gasps being coaxed from the naive young mare.

As Behemoth watched, another two tentacles slipped around Twi's neck and down, running along her stomach, each coiling around one of her rear legs, pulling them apart so that the two that where teasing and rubbing along her nether lips, and the one that was busily flicking back and forth over and around her clitoris were plainly visible.

"I can safely say, wasn't expecting this when I woke up today."

Luna chuckled at this, hungry eyes never leaving her prey.

"What, you didn't think you be watching Celestia;s prize pupil get molested by magically summoned tentacles when you rolled out of bed today?"

Behemoth was slow to reply, distracted a bit as another prehensile limb sprouted forth from Luna, sliding down along Twi's back, this one noticeably thicker and blunter then the others. It prompted a sudden twitch and sharp gasp from Twilight as it pressed its girth against her inexperienced plot hole.

"Aaah! W-wait, I've nev-"

Her objections were cut short as all at once she was triple penetrated. The two tentacles that had been teasing her pussy driving into her deeply with alternating thrusts as the one that had been playing with her clit shot up her neck, filling her mouth without warning, rich with her own taste, just as the thickest squirming appendage pushed its way into her virgin rear.

Her cries of surprise and dismay were muffled by the tendril in her mouth, her eyes as wide as saucers from the shock of being suddenly filled from all directions at once. Using her new appendages, Luna lifted Twilight bodily off the floor, turning her around in mid air and pressing her down onto the reading table, her rear facing Behemoth.

"Alright mister, now its your turn."

"Heh, you don't need me, seems you've got her just about air tight at this point."

As Luna's myriad tentacles pinned Twilight against the table top, her supple young body bounced each time the two in her pussy made a thrust, the girthier intruder in her tight plot hole pushing her back down. The combined motion almost rippling the young mares body along the carved wooden surface. Her legs spread wide apart, her dripping sex and clenching ass on display, her moans and grunts mixing well with the obscene squelches coming from Twilight each time those rapid fire tendrils stretched her dark purple nether lips around them.

"Y-yeah..you...don't need...what was I saying?"

The sight was too much, over riding even Behemoths attempts to remain impassive to what was going on in front of him. Unconsciously, he licked his lips as he watched, his stallion-hood trekking floor ward in a smooth arc. Luna turned away from that mesmerizing motion, and to Behemoth with a grin, her horn glowing a little brighter as she called on a bit more of her nigh inexhaustible power. Her gaze focusing on his growing erection.

"Ahh, there we are, I was wondering how long it'd take you to come around...I'm just the appetizer for little Twilight here, you..."

He felt a rush, and a tingle so strong it almost felt as if the entire lower half of him had gone to sleep, the tingling, pins and needles feeling of a limb slept on wrong. Once it faded, something was...different.

"Now, you're the main course."

He craned his neck down, looking back between his front legs, not quite sure what to expect from this latest piece of magical experimentation. It had been an odd day thus far, and this latest alteration didn't disappoint on that front.

"Huh. So that's what I'd look like with two dicks."

Sure enough, one swinging a few inches farther forward then the other, was a second, perfect copy of his cock, complete with balls and all. He heard a faint, muffled whimper that drew his attention back to the table. Twilight was looking over her shoulder at him, her eyes wide with a look of shock and perhaps a hint of trepidation. They darted back and forth between his mismatched eyes and his fresh growth.

"Oh don't worry darling, you're going to love what he can do with those. I can vouch for his skill with one, so two can only be better."

Luna cooed reassuringly to Twilight, and withdrew her tentacles slowly. Twi shuddered as they pulled free of her vag and rear, the lower two making room for a steady trickle of her juices to splash onto the table. The upper accompanied by an audible pop. A low moan slipped out as the one that had been working down her throat pulled out as well, a strand of her saliva connecting her lips to the slick tendril.

Behemoth watched in silence as the tentacles split, then split again, each separating into a dozen smaller, wire thin tendrils. They gently spread across Twilight's rear quarters, pulling and tugging, massaging her puffy nether lips, caressing her swollen clit, teasing and softly spreading her slightly agape plot hole. A shudder ran through the students body, head to tail, verbalized by a staccato moan/whimper. Finally Behemoth managed to speak, his logic winning a temporary and hard won battle against more...convincing motivations, he even managed to take a step back.

"I...uh...I'm not sure she really wants-"

"P...please, you can...i-if Princess Luna wants...I can handle it...I...WANT to...so close..."

Twilight was basically panting, her eyes glazed in pleasure and lust, but still focused on him. She didn't look quite as convinced as she sounded, but gave him a little nod regardless. Luna grinned.

"Yes...yes, that's a good filly...you heard her, Behemoth. Do you really need any more motivation then that?"

The answer, as it turned out, was no. No he didn't.

He strode forward, lining himself up, watching as the blue wires of Luna's tentacles worked on preparing Twilight for something...someTHINGS a little heartier. With a single assistant wing beat, his black fore hooves came down onto the reading table either side of the brainy librarian. The sturdy wood creaking just a bit under his weight. He paused.

"You sure about this?"

Her response was an almost desperate sounding guttural noise from the back of her throat. Her horn glowed, and he felt a rough, firm grip around his twin shafts, pulling them forward against each of her waiting holes without subtlety. With a single, long thrust, aided by Luna's little helpers and Twilight's own magic, half of his lengths were swallowed up by the tight purple lips and tighter, darker purple of her plot hole.

"Mmmmmfffffuuccckkk..."

With an impressive grimace, Twilight's body shuddered, the muscles of both holes convulsively squeezing along his intruding lengths. Her magic discharged uncontrollably, brilliant violet and white magical essence shooting from her horn like a miniature fireworks display. He could feel himself through the thin membrane of flesh separating her two holes, could feel each cock sliding, moving against the other through her with every inch of motion. It was...new.

"Oh holy C-celestia, don't stop, ke-keep going...there's...its...ohhh!"

He obliged. And as he started to thrust, she started to talk.

"Mmm...this is, so. Much. Better, then the books sa-aid it...oh gaaahhh...said it would, mmph, be."

Luna began to move, her tentacles continuing their work as she moved around to the table next to Twilight's head. With a puff of magic they were gone,replaced with something else. With an impressive display of agility, Luna hopped up onto the table in a single, effortless bound, her landing soundless.

"-ery time you thrust...mmm...y-you rub m-my clitoris,this is... ooohhh, exactly how it was described in...uhhnn...Th-The Beginners Guide to F...Fornicati-"

She was cut off as Luna's latest magical endeavor was shoved between Twilight's babbling lips. Twilight was still trying to talk around the midnight blue erection as it pushed to the back of her throat. Luna moaned at the tickling sensation as Twi kept trying to talk with a mouthful of cloned cock. This particular magic feat Luna seemed to enjoy. She scooted forward, pulling the student up off the table, sliding her trim royal rear along the polished wood to find an angle that would let her drive deeper into Twi's throat.

"Hush now, darling, you can tell me all about those wonderful books...after you suck every last drop of cum out of my shiny new cock."

Luna laid back on the table, her eyes closing with a moan and a smile as Twilight set about her new assignment with gusto. Even mid fucking, Behemoth couldn't help but smile as he looked down at her.

"You...uhn, really like having...mmm, my dick, don't you?"

"Ohhh absolutely, this is a perversion I've never tried before...I never knew having one of these things would be so amazing, the feeling of her lips, her shy little tongue, the way her throat clenches...ohhh, I should have tried this decades ago..."

Luna slid her fore-hooves down, gently holding Twilight's head in place with one, stroking her still smoking horn with the other. Slowly, Luna started to thrust upwards, delighting in the way Twi's throat spasmed every time her smooth blue balls met the chin of her sisters favorite student. She gagged and her eyes watered, but she refused to pull back, she wouldn't disappoint the Princess of the Night. She started sloppily sucking, her throat slowly adjusting to the princesses borrowed girth.

Luna darted forward, taking the blunt nub of Twilight's horn into her mouth, tasting the young mares magical essence. She loved the taste, the tingling almost numbing sensation of pure energy. To a connoisseur like her, one who had tasted it many times, it was subtly different from one to another. She ran her experienced tongue along its delicate fluting, tracing the swirling, shallow lines up its length. Twilight gasped, shed read about horn jobs, of course, but never experienced one before, and from an expert like Luna...Behemoth felt her whole body clench and shudder around and against him in response to this new stimulation.

He had adopted a patient, steady rhythm, his thrusts set on auto pilot, slow and deep. He was watching his princess receive her first blow job, and give Twi her first horn job. The oddness of that phrase wasn't lost on him, but it slipped from his mind as he watched her writhing, her thin back squirming across the reading table, her wings spread wide, twitching in time with her quickened pulse. Her body was trembling, she was moaning around the horn, delighting in its strong, tingly flavor.

Twilight had no technique, no rhythm. Her mane was flying and bouncing as she sucked and slurped, taking the head deep into the back of her throat until her eyes watered, then pulling it out completely, running her tongue up the underside of its length, tracing the rim of the spongy head before gobbling it back down. She bobbed her head randomly, her cheeks hollowing with the force of her sucking. Her face and Luna's groin were slick with saliva, the taste of the royals cock making her mouth water. She had no idea what she was doing, but made up for her ignorance with enthusiasm.

Luna was all lit up now, writhing and bucking, her rear coming off the table as her hips bucked on their own, her perfect balls bouncing wetly, soaked by Twilight's efforts. She increased the work of her splendid mouth, her lips wrapped around the base of Twilight's horn, her tongue working against the nerve bundle concealed there, driving a cry of pleasure from Twi so intense it was almost a shriek.

Behemoth picked up the pace, he knew Twi had been on the edge since Luna had set her mouth to work, and he'd held her there, waiting. The feedback sensations he was getting from his connection with Luna let him know she was roaring towards an explosive release of her own. Now was the time to send these two over the edge. He wanted to watch and feel the two of them orgasm together.

Luna's eyes, filled with a pleasure shed never experienced in all her long years, met Behemoths over the three toned purple of Twilight's mane, still bouncing and flying in her reckless attempt to satisfy the princess. He started thrusting harder and faster, long inches of both his erections working into Twilight from behind as she gorged herself on magical royal dick. He pounded away into her virgin rear and vice-tight quim, the strength of his thrusts echoing through the purple mare, forcing Twilight's throat to open more and more with each strike, until her lips finally wrapped around the base of Luna's shaft.

Her throat clenching and spasming around the deep intruder, gagging around it as the beast behind filled her. She could feel the heat of both of his cocks radiating out of him, she could feel the thick veins throb with every beat of his heart. The third, its head passed her tonsils and deep in her throat, was pulsing, swelling. All these sensations, coupled with what Luna was doing to the clit sensitive nub of her horn, sent Twilight's body, convulsing and twitching, towards the longest, hardest orgasm of her young life.

Luna cried out, a sound of absolute ecstasy rattling through the library as she hurriedly pulled her lips away from Twilight's erupting horn. Her back hitching upwards as the tight, muscle cramp feeling that had been building deep in her balls shot up her new shaft.

"Im cumming Im...cum....AAGGHHH!!!!"

Luna came, her magical cock pumping thick jets of her pearlescent cum down the teenage mares throat. Twilight could feel its sticky heat rolling down, filling her stomach. The pulsing phallus had expanded, now so long, so thick, that it filled her to the point where she couldn't get a breath around it.

As an edge of darkness started to creep into the periphery of Twi's vision, she watched through blurry eyes as her multi toned, shimmering essence spilled forth over the princess. A shimmering patina of power, roiling through all the colors of the spectrum sprayed across Luna's narrow chest, up her long, delicate neck and even splashing across her face in globs and thick, running streamlets of raw magic.

If she could have, she would have screamed, managing instead little more then a stifled gurgle as her cunny and ass squeezed tightly along Behemoths twin shafts, his steady, powerful thrusts not slowing the slightest as she peaked. He drove hard and fast, a perfect machine like rhythm prolonging her pleasure, not giving her a chance to come down, even as her vision faded.

She was vaguely aware of the two stone hard cocks slowly sliding out of her, her nubile young body gripping them with natural suction, almost as if not wanting them to go. As her body started to scream for oxygen, Luna's concentration finally slipped, and the girthy intruder that had almost taken Twilight's consciousness was suddenly gone. She collapsed against the royals soaked, suddenly more feminine groin without the length of her departed erection to hold her up any longer.

She took deep, gasping breaths, sucking in great mouthfuls of air, her vision clearing as she did so. Her body shook like a leaf, quaking on the reading table in the after effects on the record breaking fucking shed just received. Her rest was to be short lived, however.

"Come on now Twilight, you're not done quite yet, now we get to repay Mr. Behemoth for his...generosity."

Luna was slipping down off the table with a fluid grace despite the wobbliness in her own legs. She sat before the cobalt stallion, her back to the table, and smiled up at him, pulling a mirror of that smile onto his grizzled face in return.

Still breathing hard, and not quite able to move yet, Twilight found herself gently levitated off the table, spun around and sat softly in Luna's lap. Twilight leaned back, enjoying the feeling of the princesses slender chest against her back, looking up to see the curve of Luna's neck and jaw stretching above her. She followed Luna's gaze forward, gulping a little in nervousness as her eyes locked onto the two slowly bobbing erections waiting at face level, still slick and dripping with her own juices.

"Come on then mister, I want to find out what little Twi here tastes like."

Twilight couldn't help but blush at that, feeling immediately silly for doing so once she recalled recent events. Her embarrassment was forgotten, however, as those two swinging dicks grew closer, seeming to fill her vision as he stepped up onto the table.

"Th...those were just...in...me...? But, they're so..."

Her inquiry was interrupted by a loud slurp from right above her, the wet sound of Luna working the higher shaft with all her usual skill and attention. Her lips and tongue dancing along the rigid meat.

"Mmm, so what, Twilight, so big, so marvelous? Mmm...so deliciously Twilight flavored?"

She watched Luna, the casual, confident way she worked. The deep bass groans of the pegasus overhead a testament to her skill. Another flash of heat ran to her cheeks as she replied, watching the princess playfully bounce Behemoths heavy balls, one at a time, on her tongue.

"Umm, I meant...uhh...the...the first one..."

Luna's tongue drew one into her mouth, cheeks hollowing as she sucked, releasing it with a pop.

"Mmm-mmm, don't worry, you managed just fine a few moments ago...Now, start sucking."

She took her own advice, her tongue swirling around the fat cap of his cock head, before she started her journey up its length, its girth distending the princesses throat as she took more and more of it down. Twilight eyed the second bouncing shaft nervously.

"Well...here goes..."

Gingerly, she stuck her tongue out, barely tapping it against the second of his swollen glans. With Luna, she hadn't had the chance to...experiment, it had been brutal, savage...amazing. She took this chance to be a little more...cautious.

For Behemoths part, he was just fine with letting the youngster take her time. The contrast between Luna's strong and knowledgeable skills, and Twilight's timid and halting efforts were amazing. He had his head back, smiling towards the ceiling with eyes closed. The sound of his approving groans mixing with Luna's loud slurps and sucking pops. She always did like to make herself heard.

It didn't take long. Luna was just starting to work her way towards a bit of good old fashioned deep throat, moving closer and closer to the base of his thickness with each upward bob of her head, while Twilight was getting a little more adventurous, applying her tongue a little more enthusiastically, she was getting a taste for the Beast, and, secretly, herself as well.

With a grunt and a stifled swear, Behemoth finally let their efforts overtake him. His whole body seized up, the sensation of twin orgasms overwhelming him. His vision blurred, his head twitched, and a shiver strong enough to make his mane stand on end ran up his spine. His body shuddered with the violence of his release.

The higher of the twin shafts, firmly locked down by Luna's lips, pumped his essence into her greedily waiting mouth. Her tongue and lips worked in glorious concert, milking every last drop from him. He suspected that she actually drew power from this somehow. Or he would've, at any rate, if rate, if thought was a possibility at that particular moment.

"This isn't so bad I gues-AAACK!!!"

Just as Twilight was starting to find her groove, getting comfortable with being face to face with this new object, the ponderous proboscis she was practicing on suddenly erupted, spraying her face with thick ropes of milky seed. She recoiled away from it as the first jets splashed across her chin and nose. She didn't get far however, as she was still seated in the lap of the princess.

"Aaaah, what the, gaaaahh!!"

Twilight sputtered, flinching as his cum rained across her face, getting into her mane, her eyes, her nose...this wasn't quite how the books said it would be. Well, not most of them. Behemoths large frame sagged with the last shot of his release, which dribbled down onto Twilight's legs, splashing in large drops.

"Oh holy...gllaaarrmm..."

Behemoth staggered back off of and away from the table, cumming twice at the same time had reduced his legs to jelly, and the rest of him to a speechless mass. He flopped down onto the floor several feet away unceremoniously, thudding down onto the wooden planks which creaked in response. Luna locked eyes with him, hers half lidded, filled with satisfaction, a small smile played across her face, and she shot him a sultry wink. She wasn't quite done.
She looked down to where the prize pupil was stirring.

"Mmm, dear Twilight, you seem to be quite a mess..."

Twilight looked up and back to Luna as she spoke, a moderately impressive quantity of spunk decorating her young face.

"Uh...yeah, he was...there was...I wasn't expecting so...much. Its everywhere."

"Oh you poor darling, here, let me help you with that..."

Twilight nodded with a sheepish grin, expecting assistance in the form of some magic or another, teleporting the jizz away into the nether, perhaps. Luna however, had other ideas. She turned the smaller mare around, so that they were facing each other, then leaned down, her glorious visage filling Twilight's vision. The scent of Luna caressed her senses, it was...indescribable. The tang of magic, a sweet aroma that brought up memories of being deep in the Everfree, and something else...something that defied description but made her head feel light. It was a detached, floating feeling. Sort of like the way she felt the last time Rainbow had taken her out drinking, but...warmer. More...tingly.

"Princess Luna what are...oh you don't...oh but that's...dirty..."

Luna set to work. Or, more accurately, set her tongue to work. Her motions were deliberate, purposeful...and maybe just a little theatrically over done. She worked her ever skilled tongue across Twilight's face, cleaning it of every drop and splash of Behemoths seed. Twilight was blushing fit to burst, an occasional mewl or whimper of surprise slipping past her lips...when Luna's tongue wasn't running across them. With the last drops gathered up and Twilight's face glistening and clean, Luna firmly grabbed the smaller mare, a wingtip to either of her cheeks, and kissed her.

Twilight's eyes shot open, shocked at how casually the princesses tongue played with her own, sharing the tangy bounty of its recent labors with her. Luna held her close, enjoying the mingled taste of Behemoth and Twi as her tongue explored the unicorn mares mouth. After a moment, Luna pulled back. Twilight was flushed, breathing heavily. She almost looked ready for another round.

Luna looked up, again meeting Behemoths stunned gaze. Safe to say, he wasn't expecting that. They held each other gaze for a span of uncounted seconds. Words weren't necessary, everything that needed to be said was by that short contact. Luna smiled, amused by the look of surprise on Behemoths fatigued face.

"What? It got the job done, didn't it?"