Twilight Dusk Sparkle's Sexual Adventures

by Jake Shadow Wings

First published

Twilight Sparkle is many things. A loving parent, element of magic, and a hermaphrodite primarily amongst them. This is her tale and how things in her life turned from being a teen with a dick, to a mare with a herd.

Twilight Dusk Sparkle was an average unicorn in her youth with a little extra that prevented her from being a normal mare. After an incident with one of her classmates she became a parent, now she's living in Ponyville constantly checking up on her daughter and just trying to live her life. What could possibly go wrong?

Chapter 1: Puberty

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Twilight Velvet and Night Light were many things, a loving couple, happy, and proud parents. However despite being proud they had one minor problem, they didn’t know whether to call their youngest child their son or daughter. This was because they’re child Twilight was a hermaphrodite. When Twilight was younger she acted like any other filly, playful, loving, and happy. However as she got older she started to develop a stallion’s urges. This is in fact where our story begins.

Twilight had started showing signs of being interested in both mares and stallions at a young age. Twilight was considered a normal filly by her schoolmates. This was because she had a spell to hide her sheath and testicles, because she preferred to be called a filly. No one knew Twilight was dual sexed, not even her foal sitter cadence. However when she turned fifteen, Twilight started to really notice mares and stallions at this age. She’d find herself studying a mare’s rump while walking behind them, hiding her eyes behind a book, or examining a stallion’s sheath.

This wasn’t a problem until Twilight’s first heat. The smell of her own heat caused her to want to go into a rutting frenzy. Her nostrils flared, her eyes dilated, and her urges intensified. She kept herself in check with monumental willpower at school, but at home she had to lock herself in her room and wouldn’t allow anyone to enter because she was afraid she’d rape her mother or foal sitter.

Puberty was hell on Twilight, between raising Spike, dealing with her heats, and finding herself more and more attracted to both genders. Eventually it came to a head when one of her classmates teased her while she was talking to a young colt she found herself interested in. She grumbled and snorted as she walked into the mare’s room and started jerking off muttering about rutting the student in question. Someone walked in looking for her and she quickly hid her shaft with magic. The student looking for her was none other than Minuette or Colgate to her friends.

Colgate hid in a separate stall when other ponies came in and Twilight listened as the perpetrator of her anger spoke. The perpetrator was a filly named Stardust. Stardust said “I think Sparkle has taken a liking to Hot Shot.”

The girl’s companion a pony named Autumn breeze said “Tch, Sparkle wouldn’t know what to do with a colt. She’s too into her books.”

Stardust laughed and said “You have a point. I doubt she’d even know what to do with a stallion’s cock. Maybe she’s a filly fooler like Lyra heartstrings, or actually afraid of colts like that loser Minuette.” Minuette gasped and covered her head with her hooves while Twilight snarled softly in her head wanting to show this filly just who was the dominant one in the school.

The two laughed and left then Minuette slipped out of her stall and said “Come on out Twilight I know you heard.” Twilight slowly left her stall, her shaft returning to its sheath, and looked at Minuette questioningly. Minuette sighed and said “I guess you probably think I’m a loser too, right?” Twilight shook her head and said “But why not? I mean I am afraid of colts, I’m interested in their stallionhoods but I can’t bear the thought of a male over powering me. It scares the harmony out of me. I don’t really know why other than the hard angles their bodies have. The more masculine someone is the more it bothers me.”

Twilight smiled and patted Minuette’s shoulder and said “To a point I understand.” Minuette looked at her confusedly and she said “I’m into both stallions and mares, for my own reasons, but I prefer the lines of a mare to the lines of a stallion. Honestly I can see how stallions would scare you, but why are you more interested in the male anatomy than female if stallions scare you?”

Minuette replied “I want to be bred. I want to be stuffed full of a large stallion cock, but every time I try to imagine myself being mounted I freeze up because the thought of a stallion doing it bothers me. If there was a mare with the ability to breed me I think I’d be ok with that.”

Twilight felt her invisible shaft twitch as it started to come to life and forced herself to think unsexy thoughts then said “Oh, well I don’t know what to tell you Minuette, I mean if someone had both genders wouldn’t that bother you?” Minuette shook her head and Twilight smiled then hugged her saying “You’re a good pony Colgate.” Minuette laughed at the nickname and thanked Twilight then they separated and went to their next classes.

Lyra was in Twilight’s next class, and the two started talking music as they waited for the bell to ring. When the bell rang the class quieted down and Twilight paid attention while Lyra tried to get a strong scent out of her nose. It was bugging her because it was coming from Twilight. Eventually she had to ask “Twi, are you in heat?” Twilight shook her head and Lyra asked “Then what’s that smell?”

Twilight sniffed the air and realized it was her musk. She forced herself to remember the thought of one of her older teachers and the smell started to go away as her shaft returned to its sheathe and her ears twitched as she said “It was nothing Lyra.” Lyra nodded figuring it was her imagination then the two tuned back into class and Twilight went back to taking notes.

At the end of class Twilight ran to the palace. She walked past the guards and nodded at them before walking through the palace to the princess’ study. She walked in and sat down at her usual spot levitating a book over to her. She started reading as she waited for the princess trying to keep the idea of Minuette being rutted by her out of her head. She grumbled softly as she read muttering about stupid sexy thoughts under her breath. Eventually the princess walked in and said “Hello my faithful student.”

Twilight hopped to her feet and nuzzled the princess saying “Hello Princess Celestia. What’s on today’s lesson plan?” She still had her invisibility spell going to cover her testicles because she didn’t want the princess to think she was a colt. The princess smiled and nuzzled her then started going on about their lesson plan.

Twilight listened with rapt attention and the princess asked “So you think you’re ready to start levitating the weight and see how much weight you can counter against?” Twilight nodded and Celestia said “Excellent, let’s begin.” Twilight nodded as Celestia set the weight in front of her then started to levitate the weight. The longer she held it the more it wavered as the weight increased exponentially with each force of magic she placed within it. Eventually Twilight started to sweat more and more with each passing minute. Eventually she had to let the weight fall.

Celestia smiled and said “Very good Twilight you lasted an hour. Most ponies only last ten minutes, and I noticed you were putting more magic into it with every passing minute. I’m proud of you.” Twilight smiled and thanked her. Celestia asked “Would you like to take a bath?” Twilight nodded smelling her musk come back, her sweat, and her feminine heat. Celestia chuckled and said “I think I’ll join you.”

Twilight started to protest when a seneschal barged in and said “Princess we have need of your services in the court.” Celestia sighed and nodded then glanced at Twilight who hid her relief rather well.

Celestia said “You may bathe without me Twilight, however I think after my day in court I may need to bathe myself.” Twilight nodded and walked into the bathroom then started washing up. She sighed in pleasure as the warm water surrounded her and stretched out all four legs. She felt her testes twitch as the water washed over them. She smiled and said “Well looks like the spell I cast this morning to make those go away wore off. Ah well. I enjoy the feeling of water running over both my marehood and stallionhood equally.”

She finished washing as Celestia walked in and hugged her mentor. Celestia smiled and said “Hello again my faithful student, are you leaving?” Twilight nodded and Celestia said “Alright, I’ll see you later.” Twilight smiled and bid her mentor farewell then left the room. She quickly went to a nearby restroom and cast a window spell on the wall allowing her to watch Celestia bathe. Her shaft and balls tingled as she watched her mentor’s form dripping with water.

She felt her shaft twitch as Celestia started to wash her nethers and quickly teleported home before she was caught. She appeared in her room and locked the door then started to stroke her shaft moaning softly with pleasure as each stroke passed the flared head to the base. After about five minutes she finally blew her load all over her bed. She sighed and stripped it then threw the covers into the wash and walked downstairs.

Her father Night Light was sitting in his chair reading the newspaper and said “When did you get home Twilight?”

Twilight smiled and said “About ten minutes ago daddy. Mom needs to do the laundry again.”

Night light sighed and asked “Did another filly catch your attention?” She nodded and he said “We seriously need to get you checked out with how much you produce. Otherwise every time you blow your load you’ll be drowning a mare’s womb. Any colts you’re looking to have relations with?” She shook her head and he said “Good. It’s way too early for you to think about having a kid. You’ve barely entered the age where you can think about mating.”

Twilight sighed and said “Daddy.” He chuckled and she kissed his cheek then walked into the kitchen where she kissed her mother’s cheek and said “Hey mom. I think I’m going to go to the archives, I’ll be back for dinner.” Twilight Velvet nodded and kissed her daughter’s forehead before sending her off with a saddlebag full of cookies. Twilight munched on one of the cookies as she walked to the archives humming pleasantly.

Midway to the archives Minuette, who was sitting at a café, called out to Twilight and said “Hey Twilight, what are you up to?”

Twilight swallowed the cookie and said “Just going to the Canterlot Archives. Why do you ask Colgate, need my help with something?” Minuette shrugged and Twilight said “Alright. I guess I’ll just be on my way, maybe you me and Lyra can hang out this weekend.”

Colgate smiled and said “That’d be great. I thought you weren’t really into friends?” Twilight shrugged and Minuette aka Colgate, said “Or is it that you just don’t have a lot of friends.” Twilight pointed at her as if saying ‘bingo.’ Colgate laughed and said “Alright Twi, I’ll see you tomorrow at school.” Twilight nodded and ate another cookie before continuing on her way.

Twilight walked into the royal archives and started browsing the books looking for anything that caught her attention, but was also something she could share with Spike. Eventually she sighed and said “Nothing that would be good for a developing mind like my little dragon’s.” She sighed and got up then put a few books that she would read by herself in her saddle bags after checking them out and walked home. She’d been in the archives for a few hours so it was already dark. She started teleporting occasionally whenever she ran into anyone who looked suspicious.

She arrived at home and was pounced upon by Spike, the baby dragon saying “Momma! You’re home!” She chuckled and nuzzled he little guy stroking his spines and nodded. He smiled and said “I have a present for you momma.” She raised an eyebrow and motioned for him to show her. He let go of her neck and walked to their shared room and came out with a picture he drew.

Twilight cooed over the picture and said “Ah it’s wonderful Spike. Do you want to be an artist when you grow up?” He shook his head and she asked “Then what do you want to do when you finish growing?”

Spike smiled and said “Be the bestest assistant to my mommy ever.” Twilight giggled and hugged him tightly. Twilight Velvet watched her daughter and grandson, for that’s what she saw Spike as, hug and smiled. Spike looked at Velvet and said “Is dinner ready grandma?” She nodded and the four, Night Light having been watching from behind his paper, walked to the kitchen and sat down then dug in. They ate slowly and talked about their days.

Twilight’s parents asked her when she was going to find a nice colt or filly to settle down with and she said “I’m only fifteen there’s plenty of time to settle down in the future. I honestly want to get my doctorate before I even consider settling.” The two parents chuckled and Twilight smiled then said “By the way I think Spike and I are going to move into the tower Celestia has set aside for me.” This stopped her parents’ laughter and they looked at her confusedly.

She sighed and explained “I need some space for me and Spike to grow. Besides I’m old enough to be considered an adult now, so I think it would be best if I had my own place.” Her parents reluctantly gave in to her point and she said “We’ll move out during the weekend that way we have one last week as a family.” Her parents smiled at her thankfully for that and Spike looked on slightly confused. He was pretty mature for his age, being eight, but he didn’t quite get the nuances of the conversation going on around him.

The three ponies and one baby dragon talked for the next two or three hours, then went to bed. Spike having fallen asleep at the table was levitated onto Twilight’s back and carried up to their room then tucked into his basket. Twilight smiled and kissed his forehead whispering “Sleep well my little boy.” Twilight crawled into bed and fell asleep dreaming of magic.

The following days passed quickly with Twilight hanging out with Minuette and Lyra, keeping one out of trouble and reminding the other that there was nothing to fear from stallions. Eventually the weekend arrived and Twilight moved out of her parent’s house then visited Lyra and Minuette at Minuette’s place. Minuette lived alone in a clock shop left to her by her uncle. Lyra was playing her lyre while Twilight and Minuette talked about magic. Minuette had a passion for time magic, while Twilight was interested in any kind of magic possible. Eventually Lyra stopped and said “You know, you two never told me what your thoughts on me being a filly fooler are.”

Twilight chuckled and said “I don’t care Lyra; I actually prefer mares to stallions, though if I meet the right stud I may just have their foals. Honestly I’m not too fussed about your liking mares.”

Minuette sighed and said “Lyra we don’t care. I prefer stallionhoods to marehoods, but I honestly don’t think I can bend over for a stallion. There’s something about their size that bothers me. If there was a mare that had a dick, I’d totally bang her though.” Twilight chuckled along with Lyra at that and Minuette said “Too bad though, I mean it’s not like we know a mare hiding that she has a penis.”

Twilight mumbled “Yeah we totally don’t know anyone hiding that they have both genetalia.” Lyra raised an eyebrow at Twilight’s words. Twilight smiled and said “It wouldn’t make you guys look at said mare differently, would it?” They shook their heads and she said “Good then I have something to tell you both.” She released the spell she had woven into her coat to hide her testicles and sheathe causing the other two to gasp.

Lyra asked “Twilight, are those…?” Twilight nodded and she said “So you have both genetalia.” Twilight nodded and Minuette giggled thinking this was some kind of joke. Twilight looked at her and Lyra said “If you don’t think they’re real Min, why don’t you touch them to find out?” Minuette thought about it and nodded then reached out a hoof to cup Twilight’s testicles. Twilight grunted in pleasure and forced herself to think unsexy thoughts.

The girls stared as the tip of Twilight’s shaft emerged from its sheathe and Twilight said “Stop staring!!” Lyra giggled and Minuette stared then reached out and stroked the tip of the futa’s shaft. Twilight groaned and said “Minuette stop or you’re going to make me hard.” Minuette pulled her hoof away and Twilight sighed as her shaft retreated into its home. Twilight looked at the other two and said “It looks like we have each got our secrets but none of us cares. That’s good, right?” They nodded and Minuette continued staring at Twilight’s groin with wide eyes.

Lyra said “So Twi do your baby makers both work?” Twilight nodded and she said “So you can both get pregnant and get a mare pregnant if she’s in estrus?” Twilight nodded again and Lyra said “Wow, well I’d recommend buying a lot of condoms because I don’t have a doubt in my mind that mares will be lining up to get a piece of you.” Twilight face hoofed and Lyra giggled while Minuette was lost in her own little world.

Twilight asked “Why in the name of Celestia would a bunch of mares want a piece of me just because I have a penis?” Lyra raised an eyebrow and Minuette giggled at the thoughts running through her mind. Twilight sighed and said “It’s because the thought of a dick mare is exotic isn’t it?” Lyra nodded and Minuette tuned back into the conversation. Twilight sighed and said “I think I may go to a doctor to get rendered temporarily sterile. I know there are spells to make sperm production dormant. Anyway will you two stop staring at my penis?”

At that Minuette said “But, it’s so attractive!” Twilight face hoofed again. Lyra burst out laughing and Minuette said “Come on Twily you know you want to have some fun.” Twilight shook her head though she felt her shaft twitch slightly within her sheath at the thought of getting it on with both mares. Her ears twitched and she got up about to head to the bathroom. Minuette said “Need to pee?” Twilight nodded and the other two motioned for her to go on. Twilight walked into the bathroom and sat on the toilet urinating from her vaginal passage rather than her penis before coming out and watching Lyra kiss Minuette.

She felt her shaft twitch at the sight and said “Damn it girls!” They stopped giggling and walked over the kissed her on either cheek before nibbling her neck. She moaned softly and felt her shaft coming to life as the pleasure raced through her body. Her marehood started winking as she was suddenly pushed onto her back by the two mares who bent down to lick at both shaft and balls. She moaned loudly her mind clouded by lust and desire. Lyra suckled Twilight’s balls as Minuette gave her shaft a tongue bath.

After a few minutes Lyra shifted from suckling Twilight’s balls to lapping at her marehood which was winking rapidly as she got closer and closer to orgasm from the oral ministrations. Twilight Whinnied in pleasure and bucked her hips. Minuette found her throat opening around the shaft of Twilight’s penis and she coughed around the flare. Twilight pulled back and Minuette breathed in through her nose.

Twilight moaned softly and said “Girls I’m close.” Her balls twitched as pre shot into Minuette’s mouth. Minuette moaned at the taste and Lyra stopped her ministrations to Twilight’s marehood to instead suck on her testicles again and swished them around in her mouth. Twilight moaned and released her load down Minuette’s throat from the ministrations of the two mares.

After she was done releasing her load Minuette pulled off her shaft with a mouthful of cum and kissed Lyra sharing it back and forth between themselves. Twilight watched them her shaft twitching as if it hadn’t just released a load of cum into Minuette’s mouth. She whinnied like a stallion demanding attention and Minuette nickered in response before baring her marehood and winking at Twilight. Twilight needed no more invitation and thrust into her slowly.

Minuette moaned as she felt the shaft pressing against her hymen and kissed Lyra to stifle the scream as Twilight thrust forward hard and pierced her barrier, her shaft going in to the hilt and hitting the back of Minuette’s cervix. Minuette moaned loudly into Lyra’s mouth and Lyra kissed her lovingly. Twilight nipped Minuette’s ear and started thrusting slow and steady trying to make it as pleasurable as possible for Minuette.

Twilight whickered in pleasure with each thrust feeling Minuette’s tight canal flexing around her shaft as it tried to hold her inside until she shot her load. She thrust harder and faster as Lyra walked behind her and licked her marehood causing her to moan and say “DEAR CELESTIA THAT FEELS WONDERFUL!!!” The two who were being pleasure moaned and Twilight said “Lyra lay down in front of Minuette. No reason you shouldn’t get some enjoyment out of all this,”

Minuette nodded and motioned for Lyra to get in front of her Lyra walked over and laid on her back spreading her hind legs where Minuette quickly dug into her marehood with gusto. Lyra moaned and the three mares, for that was what Twilight considered herself despite being a hermaphrodite, quickly devolved into moans, whinnies, snorts, and whickers of pleasure.

After about ten minutes Twilight released her load into Minuette’s core and Lyra came for what felt like the tenth time while Minuette was riding on one long orgasm that was made of a bunch of mini orgasms. Eventually Twilight pulled out and Lyra licked her clean enjoying the taste of the mares’ cum mixed together. Twilight moaned and grabbed Lyra’s head forcing it onto her shaft and fucking her throat unintentionally. After a bit she released her third load and sighed in bliss as her cock finally shrank into its sheath.

Twilight stretched and looked at the two well fucked mares then said “Sorry girls.” They giggled and she said “I should really see a doctor about my productivity.” They nodded and she said “I hope nothing comes of this other than us being closer.” Lyra nodded glad she hadn’t lost her virginity today, while Minuette sighed in bliss and curled up on her bed her pussy leaking cum.

Twilight and Lyra left to let Minuette wake up on her own and headed to their homes agreeing to meet up again next weekend. The following day Twilight went to her parents and got them to take her to her doctor, where she requested a spell to make her sperm dormant, just in case she fucked another mare. The doctor performed the spell then wished Twilight a happy day and she went home. She collapsed on her bed with Spike in her hooves and drifted off to sleep.

The week passed quickly and Twilight wondered why Minuette had missed most of the week. She showed up at the mare’s clock shop with Lyra on Saturday and the two were greeted to the sight of the mare hugging the porcelain throne. Twilight rubbed her back while Lyra kept her mane out of her face. Twilight asked “What’s wrong Minuette?”

Minuette held up a hoof then puked again before saying “I don’t know, every morning since Monday I’ve been puking up my guts. Then I get weird cravings that are a pain to make.” Twilight blinked and Lyra giggled realizing what was most likely to have happened.

Twilight asked “Morning Sickness and Cravings?” Minuette nodded and Twilight fainted. Lyra burst out laughing and Minuette looked at her confused.

Lyra explained “Twilight forgot to get her baby makers turned off before we had fun because we ambushed her. She told me in school that she got them taken care of on Sunday, and if she’s the only one you’ve had sex with you probably have a bun in the oven courtesy of Twi.” Minuette blinked and started to protest then hugged the toilet emptying her stomach again. Lyra nodded and said “Definitely morning sickness, so this is why you’ve missed a week of school?”

Minuette nodded wiping her mouth and said “Yes. I have felt like crap all week.” Lyra nodded as Twilight woke up and Minuette said “So you think I’m pregnant?” Twilight shrugged and pointed at her belly then Minuette said “So you’re saying you want to run a diagnostic to check?” Twilight nodded and Minuette said “Sure Twilight.”

Twilight nodded and cast the spell then said “Oh dear.” Lyra burst out laughing knowing what the verdict was and Minuette looked at Twilight questioningly. Twilight sighed and said “You’re definitely pregnant, and honestly you’re in perfect health. I’d start seeing a doctor regularly as of the first month. If you want I’ll be part of you and the babies life, if not I’ll leave and you never have to see me again.”

Minuette hugged Twilight and said “I’d be happy to have you in our baby’s life. I’m just amazed I got pregnant outside of Estrus.” Twilight then explained about her productivity and how the amount of sperm she released would get a mare pregnant even outside of Estrus.

Lyra grinned and said “Thank Celestia I didn’t get bucked before Sunday.” Twilight smirked and nibbled Lyra’s ear as Minuette rubbed her cutie marks. Lyra moaned and shivered saying “Stop it girls.” They smirked and continued to tease her until she shivered and said “Alright, alright, I’ll admit I wanted Twilight’s dick in me but I was afraid of getting pregnant.” They smirked and continued to get her hot and bothered.

After a few minutes she walked into Minuette’s bedroom and motioned for Twilight to mount her, her pussy winking and Twilight’s eyes drawn to it. Minuette smirked and licked Twilight’s shaft as it started to leave the sheath then pulled back as Twilight mounted Lyra and Twilight thrust fast and hard piercing Lyra’s hymen and getting her even more excited. She’d confessed she’d always wanted it hard and fast the last time the girls were together and Twilight was happy to oblige.

Twilight moaned softly at the vice like feeling of Lyra’s pussy around her shaft, and thrust harder and faster as time went on. She moaned softly and bit the back of Lyra’s neck causing her to whinny and twitch in pleasure. Lyra had her first orgasm from the bite then moaned as Twilight’s purple pecker pounded her petite green pussy. They went for a good ten minutes before Twilight fired a load of blanks into her pussy. She moaned and Twilight said “There we go. Let’s make a promise girls, no matter what we’ll always look out for each other.” The other two agreed and the three got cleaned up.

Afterward the girls went their separate ways deciding to meet up again the next day for lunch. As Twilight laid down in bed that night after reading Spike a story she wondered how much her life was going to change over the next couple of years with a foal on the way. She smiled slightly and decided that no matter what the foal would know her love just like Spike. She drifted off happy in the knowledge that she could handle whatever the world threw at her.

Chapter 2: Six years later, Ponyville Summer Sun Celebration

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Twilight sat in her tower with Minuette and Dawn Sparkle. She nuzzled Dawn and said “Is my little princess ready for her birthday next week?” Minuette chuckled loving the interaction between Twilight and their daughter, even if most didn’t realize Dawn was Twilight’s daughter. Most just thought Minuette wouldn’t talk about the stallion because it would be a scandal, in reality it was that they were trying to keep Twilight’s secret as safe as possible. Twilight nuzzled Dawn’s belly causing her to giggle and boop her sire’s nose.

Dawn giggled and said “Momma, momma, you’ll be here for my birfday right?” Twilight nodded and booped her daughter who giggled and turned to Minuette and said “Mommy why does Momma have to go to Ponyville?”

Minuette sighed and said “Because your momma has to do stuff for the princess she won’t be here before your birthday. She wanted to spend this year’s summer sun celebration with you, but sadly she has to go to Ponyville to oversee the preparations. She’ll be back for your birthday and Aunt Lyra who lives in Ponyville will be coming back with her. They’ll both be bringing you lots of presents, isn’t that right momma Twilight?”

Twilight nodded and said “Of course Minuette. I wouldn’t miss our daughter’s birthday for anything. That said I should probably pack up Spike’s things as well as my own. We may move out to ponyville, but we’ll still visit regularly.” Minuette nodded and hugged Twilight then she levitated Dawn onto her back and Twilight kissed her daughter goodbye. Dawn giggled and waved as she and her mother trotted out then Twilight stretched and called out “SPIKE YOUR SISTER JUST LEFT!!” Spike walked into the room and hugged Twilight. She smiled and said “It’s fine Spike I know you don’t like spending time with Dawn because she’s so much younger than you. However you will be there for her birthday, right?”

Spike nodded and said “Wouldn’t miss it for the world mom. By the way have you been getting that spell checked out?” Twilight shook her head and he said “Why not?” She shrugged and he said “You know Grandma said you need to get it checked out monthly to make sure you aren’t breaking the spell.”

Twilight laughed and said “Spike I don’t plan on having sex with anyone. If I become active again I’ll start getting the spell cast on me again.” He nodded and they finished packing then walked out to the chariots and Twilight said “We’re off to Ponyville sirs.” They smiled and the mare and her son climbed onto the chariot then they took off to Ponyville. They arrived about an hour later and Twilight disembarked saying “Thank you sirs.” They smiled and took off as Twilight stretched out and started for the first place on the list, Sweet Apple Acres.

They walked to Sweet Apple Acres where Twilight was greeted by an overenthusiastic earth pony named Applejack Apple. Twilight smiled as she shook the mare’s hoof holding her own because she’d been working out with the guard. She smiled and said “So you are the ones catering the event?” Applejack nodded and Twilight smiled saying “Wonderful. I think you have it well in hand.”

Applejack smiled calming down and said “How about you try some of our food since you’re just in time for the reunion.” Twilight nodded and Spike grinned at the idea of food. The two sat down and Applejack started introducing the family as well as their dishes. She finished with “Applebloom, Big Macintosh, and Granny Smith, up and at em Granny Smith.” Granny got up grumbling and hobbled over to the table as Twilight and Spike dug in. They talked as they ate getting to know the apples and finding themselves making friends for life.

Spike couldn’t take his eyes off Applebloom and Twilight smirked realizing that her son had his first crush. Twilight whispered in his ear “Why not invite her to come to Dawn’s party with you.” Spike whined and glared at his mother who giggled and trotted away saying “I’ll be back for Spike later Applejack, if it’s ok that he stays here?” She nodded and Twi smiled then trotted away saying “Great, have fun Spike.”

She trotted away from Sweet Apple Acres looking up for Rainbow Dash. She heard the sound of someone approaching and quickly stepped to the side causing the mare who’d come barreling at her to be caught in her magic at the last possible second. Twilight smiled and said “Hello. I’m Twilight Sparkle. I’m looking for a Miss Rainbow Dash; could you tell me where to find her?”

The mare stared down at the ground and said “I’m her. Why’d you catch me in your magic?”

Twilight smiled and said “I was hoping to stop you from crashing and getting hurt. I’m sorry if it bothers you. I can set you down.” Rainbow nodded and Twilight set her down then Rainbow said “So why are you looking for me?”

Twilight smiled and said “I’m looking for you because you’re supposed to keep the sky clear.”

Rainbow shrugged and said “I’ll get right on it, as soon as I finish perfecting my trick.”

Twilight raised a brow and said “Trick for what?”

Rainbow replied “Trick to impress the wonderbolts they’ll be performing at the ceremony tomorrow and I want to impress them and make them realize they need me.” Twilight smirked getting an evil idea on how to make Rainbow clear the sky and keep it that way.

Twilight said “You know the wonderbolts will never accept a mare who can’t keep the sky clear for a measly day. I mean if you can’t keep the sky clear why would they even look at you. They are the best flyers in Equestria.” Rainbow blinked and started to protest when Twilight held up a hoof and said “Of course if you can keep the sky clear I can see about getting them to talk to you, you see I’m the princess’ student and I could possibly get her to arrange a meeting between you and Spitfire at least.”

Rainbow got wide eyed and saluted Twilight then flew off to clear the sky. She smiled and trotted to the next destination on her list, Town Hall. She walked into Town Hall and saw that the decorations were definitely in order. She smiled and said “Well this seems to be going splendidly.” She saw the mare decorating the place and trotted over then said ‘Hello I’m Twilight Sparkle from Canterlot and I just…”

The mare shushed her and said “A moment please I’m in the zone as it were.” She finished then said “Now you were saying Darling?” Twilight repeated herself and the mare said “Oh Canterlot how lovely. I have to ask, do you know anything about the fashion?” Twilight nodded and she said “Wonderful, come with me to my shop and we’ll talk a bit.” Twilight nodded and hummed then stretched and followed her, her tail swishing to a beat only she heard in her mind.

They got to the boutique and had some tea together then the mare said “My name is Rarity Belle, I’m a designer and the resident aficionado, if it has to do with Canterlot and you’re part of ponyville, you rely on me. Anyway Miss Twilight, besides the summer sun celebration what brings you to ponyville?”

Twilight smiled and said “Just the summer sun celebration. I brought my son Spike with me and left behind a little filly who sees me as her mom with the other mare she sees as her mom in Canterlot. I have to go back in a week for her birthday. Honestly I want to get her something special but I don’t know what.” Rarity smiled and Twilight said “What about you any foals of your own?” Rarity shook her head and Twilight said “That might be for the best, if you had kids you’d have a lot less time. I’m only half of Dawn’s parental units and she requires a lot of attention. Honestly I am going to hate being away from her, but the princess personally asked me to come here, so here I am.”

Rarity smiled and said “You sound like you love the little dear.” Twilight nodded and Rarity said “I only have my little sister Sweetie Belle, I watch her occasionally though my parents are still in the picture.” Twilight nodded and sipped her tea as Rarity asked “So dear are you looking for an outfit or do you need to go?”

Twilight sighed and said “Though I’d enjoy talking with you more I believe I need to see the music’s creator, a mare named Fluttershy.” Rarity directed Twilight where to go and Twilight thanked her then trotted off to Fluttershy’s cottage. When she got there she heard the music and approached carefully then said “Excuse me.” The mare gasped but her birds didn’t fly away. Twilight smiled and said “Excuse me, Miss Fluttershy?” The mare nodded and Twilight said “Hi I just wanted to check on the music, it’s obviously going wonderfully so I think I can leave you too it. I need to go get my son from the Apples’ and head to the library. Goodbye.” She trotted away Fluttershy staring after her and waving gently then Twilight trotted to Sweet Apple Acres where Spike was playing with little Applebloom.

Twilight smiled and said “Come on Spike, it’s time to head to the library.” Spike bid Applebloom farewell and ran to his mother then she levitated him onto her back and walked to the library. Twilight told Spike about her day and he in turn replied to her with his day and how it went. She mentioned meeting the different mares and what she said to each of them. Twilight smiled and stretched as she walked to the library then she opened the door only to find it dark.

She turned on the lights and a pink pony shouted “SURPRISE!!!” Twilight’s ears twitched and flicked as she tried to get them to stop ringing. She glanced at Spike who was grinning and turned back to the pink pony who was talking at phenomenal speeds. Eventually she made out “ThenIsawyoucomingtothelibraryandhadtothrowyouasuperdupersurpriseparty! Areyousurprisedareya,areya?”

Twilight nodded and said “Very surprised. You could give a lot of the mares in Princess Celestia’s School for Gifted Unicorns a run for their money. Anyway who are you?”

The pink pony gasped and said “I already told you silly my name’s Pinkie Pie.”

Twilight smiled and said “Hi Pinkie. I’m Twilight Sparkle. This is my son Spike.”

Spike waved and said “What’s up?” Pinkie smiled and suddenly Twilight was bowled over by Fluttershy when she saw Spike and she dragged him off to talk. Spike saw Rarity and compared her to Applebloom then decided he preferred the down to earth, filly to the fashionista. Twilight smiled as Spike called out “MOM HELP!”

She giggled and said “You’ll be fine Spike. Just talk to her.” Spike nodded and was dragged off then Twilight walked over to the confectionaries on the table and grabbed a glass of punch. However she accidentally filled it with hot sauce and ended up drinking that instead. She let out a burst of fire then smiled as the heat became pleasant. She drank some punch afterward and walked up to the library’s loft to relax.

She sat down and was surrounded by four of the five mares she’d met today. The five of them started talking amongst themselves and Twilight told them about the legend of Nightmare Moon and the prophecy predicting her return. The girls snorted and said that was crazy but Twilight couldn’t help but look outside at the sky and see the face on the moon as the stars got closer and closer to it. The other girls followed her eyes and Twilight said “I’m really worried girls. I don’t want to assume that Nightmare Moon is real, but it looks more and more like that’s the case. The only things that can stop her are the elements of harmony. I guess if she doesn’t show up we won’t have to worry about anything though.”

The five mares joined everyone else as they filed to the town hall where the presentation was about to take place. Twilight stretched and carried Spike, her tail twitching in anxiety and her ears flicking back and forth looking for the slightest sound of something being wrong.

Twilight watched the moon through the window as the ceremony started and saw the face disappear then whispered “Oh no, the prophecy was real.” She wanted to run to the library right away but she knew that she had to stay just in case anyone got into trouble. She twitched as the curtains were pulled back and Rarity exclaimed something. Suddenly blue mist formed on the balcony the princess was supposed to be raising the sun from and a mare with pitch black fur, black bat wings, fangs, a sharp horn, and armor appeared out of the mist. She shouted out “Ah my precious little subjects. It’s so nice to see your sun loving faces again after so long.”

Rainbow shouted out “What did you do with our princess!?” as Applejack held her back by her tail.

Nightmare Moon smirked and asked “Why is my form not royal enough for you? Does my crown no longer count now that I’ve been imprisoned for a thousand years? Did none of you see the signs; did none of you realize what was to come?”

Twilight stood up tall and said “I did. You’re Nightmare Moon, and you’re here to…to…to cause eternal night.”

Nightmare Moon laughed and said “Remember this day my little ponies, for it is your last!!!” Twilight glared at Nightmare Moon as guards were ordered to seize her and ran out of the room taking Spike to the library. She tucked him in and walked downstairs where the girls accosted her.

Rainbow said “Are you and the lizard spies or something?”

Twilight sighed and replied “I wouldn’t have told you about the legend and prophecy if I worked for Nightmare Moon. I’d have kept it to myself and pretended not to know her. I’m the princess’ student Rainbow. I have to stop Nightmare, but to do that I need the elements of Harmony, only I don’t know where I’ll find them or anything about them.”

Pinkie smiled appearing between the two with a book on her head and said “This book talks all about the elements. It’s a reference guide; it was sorted under E for elements.” Twilight sighed thinking that made no sense then opened the book and started reading it.

After a few minutes Twilight said “There are six elements but only five are known.” The other mares gathered around and Twilight said “Kindness, Laughter, Loyalty, Honesty, and Generosity are the five known elements. The sixth only appears when a spark is used to unite the other five elements. The last known home of the elements was the castle of the Royal Pony Sisters in the Everfree forest.”

The five gasped and Twilight said “I don’t need you five to go with me. I have to go into the forest myself.” They shook their heads and she said “It’s alright I know you’re scared I don’t plan on getting hurt or anything, I doubt nightmare would try to kill anyone just for seeking the elements. Honestly I’m safer on my own.”

The other five vehemently denied her request to go alone and said they were going with her one way or another. She sighed and said “Fine. However I think it’s going to be trouble for all six of us. Why doesn’t one of you stay here with Spike?” They shook their heads and she sighed then said “Alright, if we’re going to do this let’s head out.” The girls nodded and the six of them trotted into the Everfree forest.

As they entered the Everfree Fluttershy shivered and hid behind Rainbow. Applejack watched everything around them warily and Rarity complained about the dirt. Twilight meanwhile was walking along at a sedate pace watching everything carefully, looking for signs of the path. Eventually the mares came to a cliff that started to give way beneath them. Rainbow and Fluttershy took to the air, Rarity and Pinkie started to go over the side where the two pegasi caught them and lowered them to the ground, while Twilight nearly fell over the edge until her hooves were caught by Applejack.

Twilight said “Applejack don’t let me fall.” Applejack looked behind Twilight and saw the two pegasi ready to catch her. She said “Twi trust me. You have to let go. I can’t hold onto you too much longer. You’ll be ok.”

Twilight gulped and said “Are you crazy? I’m not going to let go, it’d be ludicrous. Just because you say so doesn’t mean I’ll be alright.”

Applejack sighed softly and said “What I’m saying is the honest truth. Let go and you’ll be fine.” Twilight finally relented and let go landing in the forelegs of the two pegasi and being lowered to the ground then Rainbow went back and got Applejack. The six mares continued along the path, noticing the hill they’d just been on was an odd formation like someone had caused the ground to upheave. The six met their next challenge in a clearing.

This time it was a manticore. The manticore appeared out of the woods snarling and growling. The girls instantly got ready to fight. Applejack was the first to lunge at the beast with a rope lassoing around its head and her body landing on its back. It didn’t try to sting her and instead bucked her off to the best of its ability. She laughed and said “WOOHOO!!! This makes me think of the rodeo!”

Twilight caught her when she was finally thrown off and lowered her to the ground then Rainbow attacked the beast as Fluttershy said softly “Wait.” Rainbow flew around the beast kicking it here and there and avoiding its stinger like it was nothing.

She smirked and said “How do you like that!”

She was knocked out of the air on her fifth or sixth run and Rarity got close to the beast as Fluttershy said a little louder “WAit.”

Rarity jumped back as the creature scratched her hair and said “AH!!!! MY HAIR! NOT MY HAIR!!!” Twilight sighed and prepared to face the beast as Fluttershy got in the way holding up a hoof to stop her. Twilight stood back watching as Fluttershy approached the beast and Rarity shouted out “Fluttershy get back from that brute!!”

Fluttershy smiled and said “He’s not a brute, he’s just misunderstood. He’s hurting. I know how to help though, so behave mister manticore.” She walked up to the manticore and turned its paw over revealing a large thorn imbedded in the pad. She pulled I tout causing the manticore to roar and the girls to flinch. However before they could attack it the manticore picked up Fluttershy and started licking her mane and neck making her giggle.

Twilight smiled and asked “How did you possibly know what was wrong with the manticore Fluttershy?”

She smiled and said “I just knew he was hurting, besides everyone needs to be shown a little kindness every now and then. I couldn’t let him suffer and you girls were just aggravating his injury when you attacked him. I should have been a little louder when I said wait.” Twilight smiled slightly and hugged Fluttershy as the manticore released her and the six mares continued on their way.

The next obstacle in the mares’ way was a dark and creepy section of the forest. The trees were horrifying in visage. Pinkie however kept up morale by laughing at the trees and got the others to join her. After the darkness they came upon a sorrowful serpent. Rainbow was about to attack the serpent when Rarity held her back and buttered up said serpent. Rarity went on and on about his looks making Twilight smile slightly at her new friend’s love of fashion. Eventually she said “It’s all worthless without your perfect fabulous moustache.”

Rarity said “I cannot let this crime against fashion stand.” She took a scale from the serpent’s belly and cut off her tail then replaced the mustache.

Twilight said “Oh Rarity your beautiful tale!”

Rarity replied “It’s alright darling, short tails are in this year anyway and it will grow back.” The slight wince at the end of her statement laid the lie to her pleasant words.

Twilight smiled sadly and said “You’re so generous though. I don’t know anyone who would be so willing to give up something as important to them as your tail is to you.” The girls hugged Rarity then hopped across the serpents back to the other side of the river and continued on their way.

They came upon the ruins of the castle of the two pony sisters and Twilight rushed forward only to be caught by Rainbow at the edge of a cliff. Rainbow said “You sure do like running off cliffs today, don’t you Twi?” Twilight blushed and looked for a way across then noticed an untied rope bridge. Twilight pointed it out and Rainbow said “I’ll take care of it girls.”

She flew across the ravine and suddenly a dense fog rolled in obscuring her from view. Twilight called out to her but she didn’t here. The girls watched as she was offered a chance to be the leader of Nightmare Moon’s Shadow Bolts, but she turned them down. The girls didn’t hear what she said, but eventually she tied off the bridge and they walked across. They met up with Rainbow and hugged her then started talking about what happened. Rainbow explained “The Shadow Bolts offer me position as captain but I couldn’t turn away from you guys. You’re my friends. I would give up anything for those I consider my friends, even my dream of being a wonderbolt.”

The girls were proud of Rainbow and entered the castle. They found the elements and Twilight said “Alright Girls you’ve each done your part now it’s up to me to do my part.” They nodded and left her alone with the elements. She tried igniting the spark between the elements over and over until suddenly she was blasted back by a wave of force. She got up her eyes flashing black for a second as she stared at where the elements were. Nightmare Moon stood over the elements a nimbus of power surrounding her. She smirked and vanished with the elements. Twilight rushed at her and jumped into the teleportation then they appeared in another room of the castle.

Nightmare threw Twilight across the room with her magic and said “You are getting on my last nerve foal.” Twilight got up her eyes turning black again and smirked then made an inhibitor ring appear. She smirked and Nightmare said “Why are you smirking?”

Twilight’s grinned and said “Because you are my new bitch, my name is Twilight Dusk Sparkle, but you can call me Dusk.” Nightmare Moon smirked and charged up her horn then tried to blast Dusk. Dusk teleported behind Nightmare and grabbed her in her magic. Nightmare Moon growled and tried to struggle free only to have the inhibitor placed onto her rendering her magic inert. She snarled and bucked Dusk off, however Dusk teleported in midair and landed facing nightmare. She smirked and said “Ah my new bitch has a little fight in her.”

Nightmare noticed the different eye color between the mare she’d first blasted and stolen the elements from and this Dusk. She said “So you’re like me.” Dusk raised an eyebrow she said “You’re a part of your host but the stronger part. Join me. Take this inhibitor off my horn and join me as I take over Equestria. I’ll gladly give you all the mares you could possibly want, all you need to do is be my servant.”

Dusk laughed and said “I think not. You see my daughter loves Princess Celestia, and I owe the princess. So that said I’m going to have to turn down your offer and make a counter offer, you give in and become my bitch and I let my softer side out. She’ll be a lot easier on you than I will. Hell she’d probably try to befriend you instead of dominate you. Of course either way you’re getting blasted by the elements.”

Nightmare Moon glared at the unicorn and said “I don’t think you realize just who you’re facing, foal.” Dusk smirked as if to say ‘And you have no idea what this unicorn is capable of.’ Nightmare tried to overpower the inhibitor only to have a rock hit her horn. She spread her wings wide snarling and baring her teeth. Dusk slipped behind Nightmare and forced her head down then formed a bridle out of magic and put it in the mare’s mouth. She snarled and Dusk smirked.

Dusk pulled back Nightmare’s head and said “I guess I’ll have to prove to you, you’re not in charge. Like I said you could have dealt with my softer side. Now you deal with the dominant dusk instead of the loving Twilight.” She thrust into Nightmare slowly causing the mare to moan around the bit in her mouth. Dusk sighed in pleasure and thrust slowly.

With each thrust of her hips Dusk found herself enjoying the tightness that a thousand years on the moon had caused in the mare’s pussy. Dusk thrust faster and bit the bridle’s reins and tugged on it causing Nightmare’s head to come back. She grasped Nightmare’s hips and thrust hard and fast pounding the mare’s pussy over and over. She moaned softly around the reins and swatted the mare’s flank. Nightmare whinnied in surprise and bucked forward almost getting out from under Dusk. Dusk snorted and pulled her back thrusting harder and faster really getting into it. She knew she didn’t have the largest dick, but having a foot long shaft was still better than many stallions. Of course the alicorn was probably used to bigger when she hadn’t had the thousand years on the moon.

She thrust harder and faster as Nightmare whinnied and snorted with each thrust trying to buck her off yet at the same time her inner walls were milking Dusk’s shaft for all it was worth. Dusk smacked Nightmare’s ass with her fore hooves making her jump and snort like a wild mare from Pre Equestrian history. Dusk smacked Nightmare’s ass one last time as she bucked forward and released her load deep into Nightmare’s womb moaning softly around the reins in her mouth. She released Nightmare who fell forward and cast a spell to hide her male genetalia just as the rest of the girls burst in.

They stared at Twilight and Nightmare moon then Rainbow asked “Is Nightmare wearing a bridle?” The other girls nodded and Twilight made the bridle vanish as she took control again then pulled the inhibitor off Nightmare’s head and ran to the girls. She tried to charge up the elements only for Nightmare to wake up and smash them laughing. Twilight glared and said “You think you can get rid of the elements that easily?”

Nightmare stared at her as the element shards started to gather up and form into necklaces and she said “Applejack, who reassured me when we were on the cliff, is Honesty. Fluttershy who tamed a manticore is Kindness, Pinkie who giggled at the worst things the forest could throw at us is Laughter, Rarity who calmed a sorrowful serpent is Generosity, and Rainbow who chose us over her dreams is Loyalty.”

The dark mare laughed and said “You still failed you didn’t have the spark and you don’t have the sixth element!”

Twilight smiled and said “You’re wrong Nightmare, because there was a spark. I felt it the moment my friends came looking for me, that spark is friendship and together with the other five elements that reveals the sixth element MAGIC!” A tiara formed on Twilight’s head as the other girls gained their necklaces. Twilight said “Nightmare this is the end of you!” The six mares rose into the air and blasted Nightmare with a rainbow beam of magic.

The nightmare screamed in rage and anguish as the beam surrounded her and blasted her. Then when it faded in her place was a young filly alicorn with a dark blue coat and mane. As the six lowered to the ground a bright light entered the room and vanished to reveal Princes Celestia. Twilight ran up to her mentor and hugged her saying “Princess you’re back!”

Princess Celestia laughed softly and said “Thanks to you and your friends my student. I know you thought that I believed Nightmare Moon was an old pony’s tale but really all I told you was to make some friends, which I’m happy to say you succeeded in admirably. Now if only another will allow the magic of friendship into their heart, Princess Luna, sister, I can only ask you to forgive me.”

She walked up to the mare and the young mare hugged her saying “Sister I’m so sorry.” Celestia gently hushed her and reassured her all was forgiven. Celestia teleported the eight of them to Ponyville.

Pinkie laughed and said “LET’S PARTAY!!!” Twilight chuckled at Pinkie’s exuberance, and Celestia nodded. Pinkie smiled and pulled out her party cannon then released a wave of confetti into the air. Twilight giggled and watched the magic of Pinkie Pie being Pinkie Pie; though she swore to herself she’d figure out the pink mare sooner or later. She smiled and walked up to Luna who was watching her warily.

She smiled and said “Hello Princess Luna. I’m Twilight Dusk Sparkle, but you can call me Twilight if you like. How are you?”

Luna swallowed nervously and said “We are fine, thank you. We are a little worried about such a large crowd, but thou seem to be taking the crowd rather well. From what our sister has said you’re originally a bit of an introvert. Tell us how are you so able to handle such a large crowd?”

Twilight smiled and said “Well I’m just acting like it’s not a big deal because I have my friends, my mentor, and now you to talk to. If you ever want to talk or anything don’t hesitate to send me a letter through Spike.” She turned and trotted away leaving Luna to think on what she said.

After a few hours Celestia and Luna finally left the party and returned to Canterlot after Twilight promised to send Celestia’s lessons on friendship and said she and Spike would be back in Canterlot next week for a friend’s daughter’s birthday. Twilight smiled and said to herself “Well life is good. I have new friends, my son is ok, and I get to see my daughter in a week. I can finally relax I guess, though I think Dusk and I need to have a little chat about what the hell happened between us and the nightmare.” She heard a soft laugh in the back of her mind and realized Dusk was listening. With that thought in mind she hugged the girls and went home to head to bed with Spike.