> Into the Woods
>  by ArDee
> --------------------------------------------------------------------------

> Trixie's Midnight Intrusion
> --------------------------------------------------------------------------

Warning: some brief mention of blood.




A boisterous blue unicorn mare slumbered peacefully in the hammock of her show stage-cum-mobile home, snoring with a deafening loudness that she had surprisingly never managed to wake herself up with. The journey from Fillydelphia back to her best friend's home of Ponyville had been long, arduous, and fraught with danger, and it wasn't over yet. There had been many times during this last leg of her journey where she had hurriedly stopped and taken shelter in her cabin, in an attempt to hide herself from whatever creatures happened to be crashing through the nearby underbrush.

The constant stopping and starting, combined with the immense effort of towing her heavy wagon alone, had left her utterly exhausted by nightfall, and she'd been unable to make it all the way out of the Everfree before her body had given up on her. Not even the trials and tribulations of life on the road could give her the towing endurance of an earth pony; they were simply unmatchable in strength.

Despite what her deafening snoring may have indicated--she was boisterous in the extreme even as she slept, it would seem--her rest was far from peaceful. Fitful pig-like snorts and tossing-and-turning interspersed her best impression of a chainsaw, and not even the low-level sound muffling spell imbued in her cabin's walls could prevent it from bleeding out into the surrounding forest. Her best friend Starlight had offered more than once to enchant the cabin with a more rigorous spell, but Trixie had declined each time, from the same sense of overblown pride that compelled her to tow her wagon without any weight-reduction enchantments.

"There's wanting to work for your achievements and then there's being willfully dumb, Trix!" Starlight had said, but Trixie had rebuked her nevertheless. Her current problem of exhaustion combined with a dangerous sleeping arrangement was, quite obviously, of her own making, although "making more problems for herself out of stubbornness" was certainly something that Trixie was used to by now.

Trixie sawed on, blissfully unaware of just how rapidly things were going to change for her tonight.





A rancid, eerie green mist began to seep from the underbrush around the unicorn's wagon. Growls, rustling, and the snapping of twigs began to increase in frequency and intensity, attracted to the wagon by its incessantly loud occupant. Whimpers, scratching, and ragged breaths began to sound from her cabin, rousing her from her rest.

She stared frightfully at the door as she recognized the only possible source of canine sounds in the Everfree, and she spared a nervous glance to the window of her cabin; the curtains drawn to let the soothing glow of Luna's moon wash over her were now a glaring vulnerability. Maybe Starlight was right, and just maybe she should've gotten the windows magically reinforced as well...

This was precisely the moment where a timberwolf leapt through the window with an almighty crash, landing directly on top of her before she could even attempt to mount a defense. She let out a frightened, terrified squeal as the added weight of the timberwolf ripped her hammock from its moorings, sending both pony and wolf tumbling to the floor of the cabin. Trixie, still drowsy from her interrupted rest, was unable to recover from the fall as quickly as the magically-motivated timberwolf had, and could do nothing but squeak and force her eyes shut as the timberwolf pinned her down with its forepaws.

The beginnings of an offensive firework spell began to form in her horn, but the timberwolf noticed this quickly and put any thoughts of resistance out of her head, opening its jagged wooden jaws and placing them at her throat, sharp points prickling the skin underneath her fur. The message was clear: Resist and die.

The stench of rotting meat in the timberwolf's jaws, the remains of its last meal, kicked her instincts to flee into overdrive, but she only barely resisted the urge to act on them; it would have only made things far worse. Frantic, hyperventilating, and with her eyes bugged out of their sockets from sheer mortal terror, Trixie had only a moment to ponder why the timberwolf hadn't just taken her as its meal immediately, before an eerie green glow brought her attention southward and answered her unasked question in a way she never expected.

An immense, throbbing, glowing canine dick greeted Trixie's stunned, frightened gaze, dripping with a thick, viscous green sap. Its aroma clouded her senses and caused her interior to clench involuntarily. She cursed her own body's reaction even as her higher thoughts were gradually subsumed by base instincts. "N-no...no, please...Trixie would rather die than be raped by you, foul hound of the wilds!" Trixie said defiantly, although this bravado quickly collapsed as she felt the canine growl threateningly, reverberating into her very bones through the hold that it...he...had on her most vulnerable spot.

Trixie whimpered as she felt the wolf's thin tip find her vulnerable folds, her lips tingling as the timberwolf's sap oozed into them. "Mnnnhhh...y-you...you vile be-!!!" Whatever scolding she'd been about to deliver was cut off as the wolf slammed his hips forward into her depths, causing her eyes to roll back in her head as the alien shape formed a small bulge in her abdomen.

Trixie grimaced as the wolf's sticky, sap-coated tip jammed against her cervix, and she slammed her eyes shut and repeated a mental mantra in an attempt to resist the sap's influence. 'Trixie is not enjoying this, Trixie is not enjoying this, Trixie is nnnUUUUH...' The showmare had put up a valiant effort to resist...right up until the timberwolf's knot swelled to its full extent, and the predator began to truly claim his prey. Furiously jackhammering his knot into her with a rapid series of pops and shlurps, the mare was quickly reduced to a squealing, shuddering, incoherent mess as her new mate fucked her into the hardwood floor of her wagon without mercy or care.

As the timberwolf slammed home deep inside her and released his grip on her neck with a deafening breeding howl, Trixie felt her back arch involuntarily as the beast began to pour his thick, glowing seed directly into her womb. Waves of tingling ecstasy blasted the mare's brain into pudding, and she gazed down at her glowing, swelling tummy with a delirious, drooling, dizzy-eyed gaze. Faced with the wolf's incredible virility, her hindbrain took over; Trixie began humping her thick unicorn flanks into the wolf's thrusts on reflex, allowing him to pound her nice and deep as his spurts of sap inside her began to peter out.

Spent for the moment, the timberwolf flopped down onto her, pinning her to the floor and causing a spurt of the wolf's essence to erupt from around his thick knot as he pressed on her bloated tummy. "The...mmh...Sated and Bred Trixie...ahh...appreciates your skill, beast..." She panted between desperate gasps for breath, grinding her walls on his knot as she wriggled in mild discomfort. "Now...Trixie would be most appreciative if you'd leave my home..." She groaned, pushing against the floor in an attempt to lift the wolf off of her.

He gave a disapproving growl and gave a hard, jerky slam against her cervix with his still-hard dick, causing her efforts to cease as she whimpered from the mixture of pain and pleasure. "Nnh! B-buck! That hurt, you demon!" She whimpered.

Suddenly, without warning, the beast lunged for her throat again, putting the same prickly death-grip on her neck that he'd given her before he started fucking her senseless. Trixie screamed as her eyes shrank to pinpricks, torn from whatever semblance of an afterglow she'd had. "Aieee!" 'Oh sun and moon, he's used me and now he's going to kill me!' "Please, no! I don't want to die! Please!" She sobbed, staring into the wolf's uncaring, angry green eyes.

She felt his jaws tense slightly, small trails of blood leaking from her neck as his teeth began to ever-so-slightly dig into her. White-hot pain overwhelmed Trixie's senses as she felt herself going into prey-shock, going limp and sliding her eyes shut as she submitted to her imminent death as so many other ponies in the Everfree had before her. In a confusing measure of mercy, the timberwolf withdrew his teeth from her neck, tips slightly bloodied, and stood up from his pin as he drew his dick out of her depths with a shlurp.

The sensation of the timberwolf withdrawing from his free meal caused her brows to tense in wary confusion, and she peeked her eyes open to gaze up at the wolf standing over her. Her wound continued to ooze blood at a sedate pace, though the small wounds he had left were already beginning to scab. The wolf stared intently at her with its eerie, glowing green eyes, and she felt some strange force pulling her own gaze into his.

As she lost herself in the glowing green depths of the wolf's eyes, she began to feel an odd full-body tingling that she ascribed to a mix of afterglow and near-death adrenaline. However...any outside observer would have easily been able to notice the odd glow that her eyes, belly, and wound took on as she continued to be drawn into his hypnotizing gaze.

The glowing areas of her body finally grew bright enough for Trixie to notice as she gazed down at her radiant stomach, but her attention was drawn back to the timberwolf as it gave a slight nod, as if to thank her...and abruptly collapsed into inert kindling right before her eyes?!

"W-what?!" Trixie exclaimed, befuddled. A green mist rose up from the "bones" of the timberwolf and formed into a vaguely canine shape, and then charged directly at the prone magician.

The last thing Trixie saw before her world became darkness was the strange wolf-spirit closing its jaws around her head. Inexplicably, a matronly, butter-smooth feminine voice echoed in her mind as she felt the last dregs of consciousness leave her.

Rest now, child of Gaea. Your awakening will herald a new age of prosperity on Equus.
> Beginning the Hunt
> --------------------------------------------------------------------------

Trixie awoke groggily, grunting and growling as she creaked her eyes open and glanced at her surroundings. Her body ached inside and out, yet she felt mysteriously invigorated despite the late hour. After a moment's confusion at having awoken on the floor of her wagon, a hazy recollection of the night's earlier events quickly brought her back to alertness.

"W-was...was it all a dream? Did the Princess of the Night awake Trixie from her nightmare?" The showmare mused to herself. Ice ran through her veins as she noticed the shattered remains of her wagon window and the splatters of her own blood, mixed with an indeterminate green...goo...on the floor. She snapped to alertness immediately, mind racing. "N-no..." Shivering in fear, she glanced frantically around her wagon in search of the wooden predator. Seeing nothing, she ran a hoof across her neck to check for the presence of the scars that that beast had surely inflicted on her immaculate coat.

She jerked away from her own touch as she felt the all-too-familiar sensation of ironwood rubbing against her neck, and glanced down at her hoof in terrified confusion.

Birds took flight in the night as Trixie's terrified scream rent through the chill evening sky.





Within the Castle of Friendship, Principal-Counselor Starlight Glimmer's eyes snapped wide as the scream shocked her out of a dead sleep. "Trixie! W-waagh!" The unicorn jolted out of bed, becoming tangled in her own bedsheets as she tumbled unceremoniously to the floor.

Blearily, she extricated herself with her magic and got to her hooves, moments before Twilight Sparkle burst through her room's door with wings outstretched and the glow of combat magic readied on her horn. "Starlight! Is everything alright? I heard a scream!" The princess exclaimed in concern, looking around the room for threats.

"That was Trixie's scream, Twilight! And..." Starlight glanced worriedly to her room's open window, curtains fluttering in the evening wind as Luna's full moon blazed in the sky. That window faced the Everfree side of Ponyville, and had telegraphed the scream loud and clear. "I think it came from the Everfree..." She finished, giving Twilight a meaningful glance before she went back to staring out at the forest.

The alicorn followed the direction of Starlight's gaze and paled, wings snapping down to her sides as her horn dimmed. She still didn't particularly care for the mare's boisterous, insufferable personality--nor her continued fixation on her hopelessly one-sided "rivalry" with an alicorn--but the thought of the mare being in danger still rattled Twilight to her core.

"Twilight, I need you to get the girls. We've got a rescue mission on our hooves."





"Mhmhmhm! Ooh, buck yeah, just like that, Rares..." Rainbow Dash muttered in her sleep as she felt her flanks vibrating, and was dragged into wakefulness as the vibrations intensified. "Nnuuuh, woah, what the buck? ...Uuugh, I was havin' the best dream...why does the map have to turn itself back on after all this time..." She glanced out of her window. "...In the middle of the buckin' night, no less?!"

Grumbling to herself, Dash ran a hoof through her mane in a vain attempt to tame her bedhead and bolted out of her bedroom window, dropping down and banking towards the Castle of Friendship.





"So...yaaawn...Twilight, dear...what was so important that the Map felt the need to rouse me from a perfectly good beauty sleep?" Rarity asked groggily, resting her chin on the map table as she slowly blinked at the other ponies present.

"Yeah, I've got a busy day of baking ahead of me! I can't afford to be drowsy when I'm trying to whip up a bunch of yummy desserts tomorrow!" Pinkie Pie exclaimed indignantly...although neither her voice nor demeanor indicated that she was the slightest bit tired.

"You really do sound exhausted, Pinks. I feel sorry for ya." Dash replied flatly, rubbing her face with a hoof as she struggled to stay awake.

"I know, right?!" The party pony responded, once again with far more energy than the supposedly exhausted mare should have been capable of.

Applejack cleared her throat. "Y'mean y'all didn't hear it, Rarity? It dern near sounded like a banshee come ta life!" Applejack responded alertly. There was something to be said for getting up before dawn, considering she was the only fully awake pony in the room...Pinkie notwithstanding. She'd just been about to start the family's morning breakfast before her vibrating posterior had interrupted her plans.

"My boudoir is soundproofed, darling! I don't think I'd hear a bugbear attacking unless it happened to charge through my porte! Besides, you live far closer to that dreadful forest than I do!" Rarity responded defensively.

"An' why'n Tartarus is yer room..." Applejack began, but stopped herself with a slight blush, shaking her head. "Y'know what...fergettin' ah asked."

Pinkie Pie snickered at the implication, waggling her eyebrows at Applejack. The country mare averted her eyes and pulled the brim of her hat down over her face.

"Umm, it sounded like somepony in the Everfree was hurt...I nearly barricaded myself in my house before I felt the Map calling me..." Fluttershy commented, trying to get the conversation back onto the topic at hoof. "Oh, I hope nopony is injured..."

The two 'lights shared a nervous glance with one another. "We think Trixie may have been attacked by somecreature. She told me in her letters that she'd be back from her show in Fillydelphia by the time we'd normally wake up, but she must have run into something in the Everfree that she couldn't handle." Starlight replied grimly.

The five mares gasped in shock, fully alert now. "Oh no, no, no! That's awful!" Fluttershy lamented, hiding behind her mane as she shook her head.

"Alright, what the hay are we waiting for, then?! Let's go out there and kick some monster flank!" Rainbow Dash stood bolt upright, clopping her hoof down loudly on the map table. "Lead the way, Starlight!"

The unicorn nodded determinedly in response. "I've got a tracking spell I can use to locate specific objects, as long as I can mentally picture them. I'm going to use it to try and find her wagon." Her eyes slid closed as her horn glowed with power, and the mane six awaited the result with bated breaths.

After a moment, her eyes opened once more, though her horn continued to glow. "I've got it. Let's move. She made it most of the way through the forest, but her wagon is still thousands of hooves away from the Ponyville edge."





"I see her wagon!" Starlight exclaimed, the illumination spell on her horn emphasizing the vibrantly-colored wagon in its dark surroundings. She dimmed her horn and raised a hoof to her mouth, preparing to shout.

"Tri-mmph?!" The unicorn began to call out, but Rainbow Dash's hoof covering her mouth put a stop to it.

"Shhh! C'mon, Starlight, do you want to invite the whole forest to an all-you-can-eat pony buffet?" The pegasus scolded, showing a rare moment of tactical forethought. Her time as a full-fledged Wonderbolt had clearly taught her the importance of stealth and teamwork in such tense situations.

"Umm...girls?" Twilight interjected, voice quiet and shaky. With all eyes now on her, she pointed to the side of Trixie's wagon. Glass shards had sprinkled across the ground beneath one of the windows, and the small curtain was fluttering in the evening breeze. One of the wagon's double-doors was slightly ajar, meaning that Trixie might have escaped and fled into the woods after whatever-it-was had entered her cabin.

"Land sakes..." Applejack muttered under her breath, adjusting her hat nervously as she glanced over the scene with an unreadable expression.

"AJ, take point. Starlight, get on the opposite side of the door from me. We're going to breach on a count of three," Rainbow instructed coolly. "Everypony else, just hang back and watch for anything out in the woods. This could get messy."

Twilight, Pinkie, Fluttershy, and Rarity all took cautious steps back, glancing around nervously at the clearing's tree-line.

Starlight took position on the left side of the door, horn aglow with a determined expression. AJ posed in front of Trixie's wagon door with her powerful hind-legs facing it and stared at Rainbow to await the signal. Raising three primaries as counting digits, the farmer reacted with split-second reflexes the moment Rainbow's third feather dropped.

The door buckled and splintered but stayed on its hinges, slamming open as the panes of glass in them shattered. Starlight charged in, shining a blinding light into the wagon in an attempt to immobilize anything inside. Frantically glancing about and finding no trace of movement, she dimmed her horn and turned back to face her breaching partners. "It's clear," Starlight whispered. "Trixie isn't here, and neither is whatever attacked her. Let's look around for clues."

As she finished speaking, Starlight happened to glance down at the floor. Her eyes widened in fear as she withheld the evidence of Trixie's fate, and she turned tail and ran from the cabin, barely holding back tears. "T-twilight...s-she's gone! There's blood!" She cried in anguish, collapsing into Fluttershy's forehooves as she broke down sobbing.

Distracted by Starlight's emotional distress, none of the other ponies noticed AJ's gritted teeth or her anguished tremors. Staring intently at the mixed puddle of what could only be Trixie's blood and the sap of a timberwolf brought back harsh memories...ones she had hoped never to relive.





"Ma! ...Ma! Where are ya? ...Pa?!"

...

"I'm sorry, little Apple, but there just isn't enough to go on, and the Everfree is far too dangerous for a coordinated search. Even if we did...I'm sorry."

...

"I'm sorry for your loss, Apple family. Know that the crown-"

"Consarn what the crown thinks! Ah just want mah Ma and Pa back!"





'Never again. Never again. Never. Again.' Applejack repeated in her head, in a barely-successful attempt to keep her anguished rage from materializing in front of her friends. They didn't need to share in her most private of pains.

Snorting and stomping a hoof on the floor of the wagon in indignation brought the ponies' focus onto Applejack. Rarity grimaced as she realized the memories it must have dredged up for the farmer, as she was the only other mare present who was old enough to remember the day Applejack's parents went missing, never to be seen again.

"A-applejack? Are you...okay, darling?" The fashionista probed cautiously, coming up alongside the mare and putting a hoof on her withers. 

"A'course ah'm not okay, Rarity. How would you feel if yer Ma and Pa just up'n left y'all without gettin' to even say 'goodbye'?!" Applejack responded harshly, shrugging off Rarity's attempt at comforting contact. Noticing the prim unicorn's shocked and hurt expression, the farmer sighed and shook her head rapidly. "Beggin' yer pardon, Rarity. Tha' was uncalled fer. Can't take mah anger out on mah friends, no matter how much ah'm hurtin’..."

Composing herself and biting back the tears that had welled in her eyes, Applejack schooled her expression into a determined, steely-eyed glare and turned to face her friends. "Alright, girls. There's a lot less'n the future of Equestria at stake here, but ah reckon it's just as important: savin' the life of one'a our friends!"

"Yeah, totally!" Rainbow Dash agreed, taking to the sky in an exuberant flap of her wings as she hovered above the rest of the group.

"Let's get this search party started!" Pinkie exclaimed, pronking excitedly.

"Oh...umm...yay..." Fluttershy added quietly, hiding behind her mane as she glanced around at the frightening, ominous surroundings.

"Let's move, girls! There's no time to waste!" Starlight ordered. "We're going to buddy up in groups of two to get this done as fast as possible." She said.

"Twilight, bring Pinkie with you. With your magic and Pinkie's reality-bending powers, nothing should be problematic." The princess and the baker each nodded in turn, the latter donning full-face camouflage and an old infantry helmet from...somewhere. The camouflage was laughably useless given how violently pink the rest of her was, but nopony bothered to point this out to her. “Pinkie being Pinkie,” as the saying goes.

"Rainbow Dash, you-" Starlight began to say, but she was cut off by a loud whoosh as Dash dropped down next to Rarity and settled a wing onto her back.

"I'm with Rarity, right?" The pegasus said coolly. Rarity looked at her friend askance, sparing a glance at the wing on her back, and opened her mouth to comment before Starlight beat her to it.

"I was actually going to pair her with Applejack..." Starlight commented wryly, quirking an eyebrow at Dash's odd behavior. The pegasus's eyes widened as her face lit up in a blush, and she snapped her wing against her side as she tried to discreetly sidestep away from the fashionista. "But if you're that determined to pair up with her, I won't stop you. I guess it'd make more sense to pair myself with Applejack anyway...brains and brawn, and all that. Same reason you’d be pretty good with Rarity, I suppose."

"I'm flattered you're so eager to protect me, darling, but I think you'll find I'm not the same prissy damsel-in-distress that I was at Cloudsdale all those years ago!" Rarity said, addressing Dash with a bemused grin on her face. "I can handle some...mud on my hooves, as 'twere. Especially if it's for a friend."

“I know that, Rares. I haven’t forgotten the Wind Rider thing, y’know.” The pegasus retorted wryly, bumping her flank against the unicorn’s. “You sent him packing with his tail between his legs! It was the best thing ever!”

“Y-yes...umm, quite. Ehh-heh.” Rarity commented sheepishly, pointedly avoiding eye contact with the mare next to her.

“So that just leaves…” Starlight said, trailing off as she glanced over to the butter-yellow pegasus who had been curled up on the forest floor in a vain attempt to make her bright pastels invisible. “...Fluttershy.”

The shy mare meeped in surprise as she heard her name called, glancing around as she noticed all of her friends were staring at her. “I...umm...oh, dear…” She muttered, biting her lip in hesitation. “I want to help, I really do, but…”

“Oh come on, Fluttershy! We both know you’re stronger than this; you’re stronger than any of us! Tartarus, you’ve faced down stuff that would scare me, and you didn’t even flinch while doing it!” Rainbow Dash exclaimed in her usual boisterous fashion, reassuring her fellow pegasus of her inner strength.

“Y-you’re...I guess you’re right…” Fluttershy said quietly, rising to her hooves as she glanced at each mare. She exhaled long and low as her eyes slid closed; when they opened once more, her typically soft gaze had been replaced with the steely eyes of a mare who could walk through Tartarus and come out unscathed. “I have the forest to guide me, so I won't need a partner. Thank you, Dashie. You’re always there to remind me how strong I am, especially when I have trouble remembering it myself.”

“You know it, Flutts. Now let’s get out there and kick some monster tail until we find our mare!” Rainbow said encouragingly. The other mares all gave a whoop of agreement, thoroughly reinvigorated by the sight of Fluttershy’s sudden shift into “action” mode.





Starlight and Applejack crept warily through the dense forest underbrush, eyes peeled for signs of danger. The unicorn jumped and startled at every rustling leaf or cracking twig, the eerie surroundings leaving her high-strung and stressed. AJ glanced at Starlight every time she made a sudden movement in her peripheral vision, growing increasingly frustrated at the mare.

Eventually, the farmer stopped and turned back to face her, propping up the unicorn’s chin with a hoof to focus her on what she was saying.

“Look, Starlight, ah get that yer hocks are itchin’ from bein’ here, ah certainly don’t like this any more than y’all do, but if you keep distractin’ me, yer gonna get us both killed!” The farmer scolded. “We’re gonna find Trixie, and we’re gonna get her back. Y’all can be sure’a that.”

Starlight sighed, closed her eyes, and briefly repeated the breathing exercise Twilight had taught her, raising a forehoof to her chest and stretching it out in front of her while exhaling. “Okay, okay...I can do this.” She counseled herself, steeling her nerves as she hesitantly began to trot forward.

A large, shadowy shape chose that exact moment to leap out of the underbrush with a bone-shaking roar, tackling Starlight to the ground with an earth-shaking body slam as AJ recoiled in shock.





Starlight stared wide-eyed at the slobbery, blood-stained maw of the massive manticore standing atop her, her nerves rushing with adrenaline as her whole body shook from fear. A loud yell from AJ’s direction took the predator’s and prey’s attention away from one another, moments before Starlight felt the thing’s immense bulk get launched off of her by a bone-crushing buck from the farmer’s tremendously strong legs.

“Git offa her, you varmint!” The mare bellowed, snorting and pawing at the forest floor in an attempt to intimidate the beast. Combined with the beast’s crippling, painful internal injuries, the threat worked only partially. As it got to its feet and readied itself to pounce on her, it cringed and whimpered as it clutched at its abdomen, then gave each mare a glare that could melt steel before skulking off back into the woods.

“I...I can’t do this! I can’t do this!” Starlight wailed, sobbing to herself as the adrenaline wore off and the trauma of her near-death experience caught up with her. “Knowing Trixie is out here somewhere, lost...scared...hurt...it’s bad enough without the forest trying to kill me!”

“Consarnit, Starlight, snap outta it! Every moment we spend in this forest is another moment we’re all in danger. The sooner we find Trixie, the sooner we can put all’a this horrible business behind us.”

Crack.

Applejack whirled around on her hooves to face the source of the noise behind her, and found herself completely blindsided as some form of blue-and-brown beast shot out of the bushes and body-checked her into the trunk of a tree before she could even react. The force of the impact left a splintered crater in the trunk of the tree, and something in Applejack’s abdomen gave a sickening crack as she impacted.

She let out a weak groan of pain, before falling limply out of the tree and collapsing to the forest floor, unmoving. Starlight stared disbelievingly at the farm-mare who she’d been talking to just a moment prior, her lower lip trembling. “A-applejack?” She whimpered, stiffening in terror as the indeterminate beast’s eerily-glowing gaze snapped to her. Mostly obscured by the low light of the moonlit forest, she struggled to make out any details of its form. It had glowing...purple eyes, similar to those of a timberwolf, but she couldn’t discern much else.

A bright purple glow from beneath the beast drew Starlight’s attention downward, and her eyes shrank to pinpricks as the largest member she’d ever seen jutted out from his underbelly, dripping a sweet-smelling, glowing-purple sap in copious quantities.

Within moments of its appearance, Starlight found herself no longer caring about the mortal danger she was in, though she wasn’t entirely sure why...perhaps it was that lovely smell… ‘L-lovely? No…’ She corrected herself, cringing as she found herself unable to look away from the long, thick, pulsing, flared, knotted…

‘W-wait. Flared and knotted?’ The mare thought to herself, remembering pages out of books she’d read in her...less scrupulous nights of “research.” ‘That doesn’t...make sense?’

The unicorn cast a flashlight spell to reveal the true form of the beast, starting at its feet. Starlight frowned in confusion as razor-sharp wooden claws quickly transitioned the smooth, slender, blue-furred legs of a pony. Shifting her light up to the thing’s face caused it to growl and cover its eyes with a paw, blocking Starlight’s view of its face but allowing her an unabashed view of its bedraggled, unkempt, but nonetheless unmistakable light-blue mane.

“T-trixie…?” Starlight said breathlessly, her light spell failing from her loss of concentration, unable to reconcile the horny hybrid in front of her as being the endangered friend she’d been searching for. Clearly not as endangered as she’d thought, if the way she’d nearly body-checked Applejack through that tree was any indication. If anything, she was the endangered mare at the moment…

A fact she was reminded of all-too-quickly as, the moment the mare’s name left Starlight’s lips, the timber-pony froze where she stood. Slowly lowering the hoof-claw from her face now that the light was done blinding her, Trixie locked eyes with her friend’s terrified countenance. A mixture of sorrow, regret, and...arousal washed over her expression, before shuddering as her eyes glowed with a purple light and her angrily throbbing prick twitched hard beneath her.

Starlight yelped in terror as the she-beast pounced upon her, pressing her back into the loamy forest floor as Trixie’s foreclaws pinned her own limbs to either side and her hindclaws nudged the mare’s clenching hindlegs apart, before she plopped her full weight down onto Starlight. The mare stared down at the magician’s imposing, otherworldly equipment as it throbbed and twitched angrily betwixt their bellies, her deepest reaches tingling and moistening against her own volition as the glowing, sparkling purple sap soaked into her fur.

“Ohh...Trixie…” Starlight moaned, writhing uselessly under the hybrid’s bulk in a way that ground her ravenously winking clit against the underside of Trixie’s exciting new equipment.

“StaRRRRRliiight..” The transformed mare-wolf growled huskily into her ear in a way that sent her prey-instincts screaming at her even as her higher functions became muddled with helpless, simpering arousal. This wasn’t how she imagined her relationship with Trixie becoming “more than friends,” even as much as she’d wished for it in recent months, but she found herself unable to complain regardless - not with the promise of that beastly, monstrous prick about to ravage her! She hadn’t gotten any action since the last time she forced herself upon one of the brainwashed stallions in her cult, a thought which she tamped down vigorously as she felt the familiar feelings of guilt and depression muddling her arousal...

Feelings which were driven from her mind mere moments later as she felt the canine-pointed, equine-flared head of Trixie’s shaft begin to part her plush, inflamed, utterly drenched outer lips. A soft moan slipped from Starlight’s maw as Trixie gave a canine whimper of delight, licking her chops as she shifted herself forward insistently without a word. Groans of ecstasy flowed unbidden from the submissive mare’s ears as the shocking, unfamiliar patterns of Trixie’s particularly gifted hybrid equipment plowed through her clenching depths with ease. Starlight’s lower half began to rise further from the loamy earth as she felt the mare’s medial ring pop past her lips, a rather typical pony mating practice made far more exciting by the slavering, unkempt, and exhilaratingly feral wolf-mare on the other end of it, and the way she twitched and jerked in animalistic fervor as she continued to sliiide herself deeper.

Time ceased to mean anything to the lust-drunken, hormone-soaked unicorn; her higher thought processes subsumed to the roils of an all-consuming ocean of need. Squeals of orgasmic delight were answered in kind by the deep, complacent mrrings of an alpha-dog that was discovering his - or rather, her - place as leader of the pack, and liking what she was finding. By the afterglow of Starlight’s third orgasm - just from being penetrated! - the mare was a complete lost-cause, able to do little more than drool onto the forest floor as her new alpha steadily railed her into it.

Animalistic huffs of exertion and stuttering whinnies of ecstasy dominated the small clearing as Starlight was mercilessly and passionately rutted, the she-wolf’s plump balls smacking into her teats with meaty thwaps on every insertion and soaking themselves in the mare’s positively gushing juices.

A tremendous, rapturous, and utterly alien feeling cut through the cloying haze of afterglow as the firm, tapered tip of Trixie’s cockhead inched its way through her cervix, setting the poor mare’s nerves on fire all over again! The unfamiliar phenomena put Starlight’s deep-seated breeding instincts into overdrive. Her eyes widened, despite rolling in their sockets in uncontrolled spasms of pleasure, as the positively jaw-dropping and frighteningly-sized knot that had swollen up around the base of the hybrid’s already-impressive cock pulsed insistently and needily at her entrance, having pressed up against her plush labia just as the impossible fuckstick’s tip wedged into her deepest barrier.

With how positively soaked Starlight had become from the multiple orgasms her new mate had already given her, it would’ve been trivial for the well-muscled alpha to push past any remaining resistance that the mare’s slickened depths could’ve provided. Judging by the way she had slowed to a stop, though, it seemed the she-wolf would need further...convincing before she’d indulge them both in their mutual desire - making Starlight her obedient bitch.

“MmmmhhrRRRR...T-tRRRixie’s bitch…g-good bitch...” Shuddering in a rush of submissive glee as Trixie’s words rumbled into her ears and her most base of instincts were thoroughly sated, Starlight hummed in contentment and nuzzled herself upward into the soft fur of her mate’s neck. “Will give Trixie lots of cute little puppies...help Den-Mother take all of Ponyville...mrrrr…”

Were Starlight not being fucked into a stupor, she might’ve fully registered Trixie’s second statement with significant alarm, but as it was, she’d only made sense of the word puppies before her hindbrain roared back to the forefront. “Yes...oh, yes! YES! Give me your pups, Trix! Ahhhn~!” A body-quaking orgasm slammed into her, the most intense one yet, as her tautly-stretch folds did their best to pull the wolfess’s load straight out of her.

It worked, probably too well, as Trixie was unable to cope with the unfamiliar and intense sensations of a fast-approaching male orgasm, let alone the expertly-clenching pelvic muscles of a mare in rut. Unable to help herself with such a willing female beneath her, the wolfess completely lost control of herself. Snarling with dominant vigor as she felt her mate shudder and shake beneath her, her thrusts increased in speed as she felt the edges of her thick knot teasing at Starlight’s folds, threatening to slip inside at any moment and cement the mare’s place as her beta bitch.

Trixie’s terrifyingly thick knot had swollen to the size of a softball by now, but even as Starlight felt that veiny orb demanding entrance into her depths, she couldn’t help the thrill of fearful want that raced down her spine at the idea of giving herself so completely to her best friend. With that enticing thought in mind, staring intently at their lustful union, the mare began to flick her hips upward into Trixie’s jerking thrusts. That knot of hers slapped wetly against Starlight’s folds even as the firm, canine tip of that hybrid endowment jabbed insistently at her cervix from the increased depth, demanding entry into her womb to fulfill Starlight’s impassioned, lustful, hedonistic request for a litter.

A request that would quickly be fulfilled as, with a synchronized thrust from the mating duo, Trixie’s knot and flare both plowed past their roadblocks and claimed the mare in one fell swoop. The air was driven from the unicorn’s lungs as she felt her interior stretch and shift to accommodate the unfamiliar, mind- and body-altering vastness of Trixie’s generous equipment. Not even the loud, sucking, splattering pop-shplorp of Trixie’s tie could pull her from her reverie, and she dimly stared with heart-shaped eyes at her stretched-out cunt and bulging tummy. Gone was the old Starlight in that moment, the Friendship Princess’s repentant prodigy replaced with a borderline-feral wild-mare who lived to serve her powerful, gloriously dominant hybrid lover.

“Aeeuuunghhh…” The poor mare was well and truly fucked beyond any hope of forming a coherent sentence, her desperate moans more befitting of a cave-mare breeder than one of the smartest and most powerful unicorns on Equus.

“F-fahhh...RRrrrrRRR…” Trixie wasn’t much better off, her knot pulsing and throbbing threateningly inside Starlight’s stretched-out pussy at the same time as she flared to her full, angry extent inside the other mare’s womb.

With one final thrust, punctuated by a plap loud enough to echo across the forest, Trixie craned her head back and howled to the moon as the force of her last exertion shifted them into a proper mating-press, Starlight’s legs pinned to her sides under Trixie’s newfound bulk. Her hybrid tool glowed a vibrant purple as her release rocketed out of her; the glow spread to Starlight’s expanding belly in a matter of moments as the potent, untamed, raw magic of the Everfree flooded into her core. She purred in contentment and snuggled into Trixie’s fluffy chest-fur as fitful spurts of that glowing, hybrid essence continued to flood into her with each passing moment. Those mixed canine and equine mating traits ensured that not only would she be positively gravid with Trixie’s seed by the time her knot was free, but that she’d also be gravid with foals...pups...foal-pups in a few months’ time -- there was already so much seed flooding her, held in place by not one but two cum-retaining barriers, that it was an inevitability rather than a possibility.

Starlight’s vision darkened as she drifted off with her new alpha still knotted firmly inside her, the trickle of warm seed still entering her lulling her to sleep with promises of new life...both for her and from her.





The Den-Mother smiled warmly as her loins gave an aching tingle from the mental show she’d been given, her earth-pony instincts burning with jealousy for the breeding she’d watched even as her kind, motherly side swelled with adoration for the consummation of a long-repressed erotic love. Remembering the brutal takedown of Applejack from before the encounter quickly soured her warm-and-fuzzy mood, though, and she resolved to give the newly-minted wolfmare a stern disciplining to better control her newfound strength.

Just because Timberponies like her were half-animal didn’t mean they had to act like it, and it would only make future attempts at diplomacy more difficult. Her curly orange locks danced in her eyes as she shook her head in disappointment, and with a pulse of her earth-pony magic into the forest floor, gave a new instruction for Trixie to follow -- bring the orange mare to me, and ensure her survival by any means necessary. Remembering Trixie’s previous impulsive behavior, she quickly added, As long as you don’t harm more Equestrians doing it. She wasn’t sure why she was so intent on the injured orange mare surviving, but something deep within her was roaring at her to do so...so she attributed it to her nurturing, maternal instincts and obeyed her inner voice without question. She did hate to see anycreature in distress, after all.

"You don't know it yet, dears...but you seven are the key to giving Equestria the bestial awakening that it's needed for so very, very long..." Her butter-smooth voice rang out across the secluded hollow, catching the attention of the two timberwolves guarding her, although they didn't comment aside from an inquisitive head-tilt.

Nodding to herself as her magic seeped into the forest around her, the Den-Mother nipped at an itchy spot in her foreleg with long, canine incisors before stilling herself. With a soft sigh, the mare closed her eyes, dove back into the tangled web of magic that underlaid the Everfree, and focused on the next wandering pony that had to be properly dealt with...the soft-spoken pastel pegasus, whose name and face tickled at her memory, though she couldn’t quite explain why. The mare's connection to the forest and its creatures, despite her pegasine nature, was gratifying and admirable..and she was eager to reward the shy mare for her unwitting fealty.
> Gone Batty
> --------------------------------------------------------------------------

“Ohh, why did I ever agree to go off on my own? I’ve been into the forest many times, but not in the middle of the night...” Fluttershy whimpered nervously as she glanced around at the dark and foreboding underbrush of the Everfree – one of the deadliest locales in Equestria, even compared to the quarray eel nests of Ghastly Gorge...which her friend Rainbow could attest to the incredible danger of firsthoof.

Despite its supposed danger, Fluttershy hadn't been accosted by any Everfree predators for a while...perhaps it was her growing reputation as a mare who could Stare down a gods-damned cockatrice and win. Smaller woodland critters rejoiced at her presence, and manticores only retained their aggression for a moment before realizing who she was and backing down. That could easily be attributed to how often she helped them, but the behavior from the timberwolves tonight was a surprise – she could hear their rustling and whining fading off into the distance, giving warning howls all the while. As far as anypony knew, including herself...timberwolves were some of the foulest, most vicious examples of golemancy known to ponykind. Their cruelty knew no equal, not even among true villains such as Lord Tirek. Even a power-hungry tyrant like the centaur would keep you around as long as he found you useful, but timberwolves took no quarter – they hunted ponies for sport, for the thrill and challenge of the kill. The truce they usually afforded her was tenuous and out of begrudging respect at best, never the "fleeing in terror" sort of intimidation that they'd usually be instilling in ponies.

Their victims were always brutally mangled, left for other scavengers to pick apart. The prevailing theory was that timberwolves were self-perpetuating creatures that did not need food; enchanted constructs that fed off of the Everfree’s boundless wellspring of wild mana and used it to reconstruct themselves, combine into larger forms, and protect themselves from "normal" fire. The wild Everfree magic that fed their cores was not something that the average pony would be able to cast a dispellation for in laboratory conditions, let alone during an ambush from a whole pack. Someone could smash them to bits as many times as they liked, but timberwolves would never rest until all intruders to their domain were dealt with - they would merely recombine into some massive titanic beast and squash the interloper to paste in a single, brutal strike.

With all these terrifying and disheartening facts about timberwolves in mind, the realization that they were fleeing from her tonight was more than enough to give her not just pause, but also a heaping amount of heart-stopping terror. Was it more likely that they were fleeing from her...or from something that was following her?

Squealing in fright, Fluttershy charged through a gap in the canopy and into the open air above the Everfree with enough sudden acceleration to make Rainbow Dash jealous. Broken feathers and loose leaves fluttered downward in her wake like confetti, and as she took a hesitant look at her surroundings to make sure nothing was about to pounce on her, she breathed a sigh of relief. Typically, flying above the Everfree took a suicidal level of recklessness due to the unreliable and fierce air currents. More often than not, they manifested as howling gales that were just as likely to carry you off into the depths of the forest as they were to slam you into the ground at wing-snapping speed – but the mare considered it an acceptable risk, given that the alternative option was getting eaten alive.

As she gazed up at the moon’s soft, soothing glow, the mare found herself utterly entranced by its beauty. Round, large, and almost blinding to stare at directly, it was the brightest full moon that she could ever remember seeing. Wide-eyed and slack-jawed in supernatural hypnosis, Fluttershy scarcely even noticed when her body started to...change.

The tickle that danced across her vertebrae like a xylophone was enough to yank her from her thoughts, and she glanced down at the fetlocks at her hooves with terrifying familiarity as their shaggy, unkempt length brought her mind’s eye back to that night several years ago – one where she became a monster, chasing her beloved friends through the Sweet Apple orchards like an inequine beast of legend, a scary story told on campfire nights among friends.

Her eyes – in the process of shifting from gentle teal to bone-chilling red – widened in horror as she felt the familiar sensation of sharp teeth poking into the inside of her lower lip.

“Oh, Celestia...Oh, Luna...please, this can’t be happening to me, this can’t –”  The distracting sensation of her ears growing tufted and becoming dramatically more sensitive quickly paled in comparison to the feeling of her beautiful, downy wings shedding every single feather within a few flaps, leaving behind two fleshy, clawed bat-wings. The pins-and-needles sensation of loss that danced across her wings paled in comparison to the horror she felt as she watched her butter-yellow feathers cascade onto the forest below in a sudden downpour. Overcome with confusion and grief, the freshly transformed mare was barely able to keep flapping her wings long enough to let her land hard on the loamy forest floor, curling in on herself as she attempted to rationalize what she’d just experienced.

“I-I don’t understand...there’ve been so many full moons since then...why haven’t I transformed into this before now?” After a moment's consideration, she quickly thought of the answer to her own question. “Oh, Fluttershy, it’s so obvious...this never happened before because I’ve always been deathly afraid of being outside during a full moon,” She mused to herself. “My own superstitious fears getting me in trouble again. Ohhhh...”

A thought occurred to her, though – as terrifying and unexpected as this form was, she could use a batpony’s unique abilities to her advantage right now. "If those stories about Luna’s special forces are true, then I should have no trouble finding Trixie...even if she might have a heart attack when she sees me...oh, dear...” Shaking her head, Fluttershy cut off her own train of thought and took to the skies once more.

Unlike her old wings, her new bat-wings kept her eerily silent as she took off. Flaring her nostrils, she slid her eyes closed and took a deep draught of the cool night air, slowly exhaling as her brain processed the barrage of signals it was receiving. The flood that assaulted her from a single inhale nearly floored her, and she couldn’t help but gasp in shock – she could sense everypony walking through the forest, and the miscellaneous forest creatures besides, but the group that stuck out to her the most was that of Pinkie and Twilight – the baker's heady, flavorful scent was like catnip to her enhanced nose. Even through the dense forest brush, she could sense the mare’s exact location like a beacon of sickeningly-intense sweetness—it was enough to make her teeth ache just from the smell. Thinking about how the mare could ever avoid diabetes caused her thoughts to stray to how high the mare's blood sugar must be...she found herself drooling without even realizing. The alicorn would be an even rarer treat. The things she could do with such power...

Her eyes widened for just a moment as she realized where her thoughts had strayed, but her higher thought processes were swiftly overtaken by a vivid, all-consuming bloodlust before she could mount even the slightest mental defense. Containing the rampaging predatory instincts inside her was a futile effort – ponies, being a prey species, had no experience with keeping such visceral, primal emotions in check. The drive to consume was all-encompassing, and as strong-willed as Fluttershy might’ve been – it still wasn’t enough. Her eyes shone red with supernatural power, and the kind and gentle Fluttershy knew no more.





“Pinkie, please, I’m trying to focus here...” Twilight was so incensed by this point that she nearly growled the words out, gritting her teeth in barely-withheld vitriol. She was already physically and mentally exhausted from the lack of sleep. Combine that with the frustration of a seemingly futile search for a mare she wasn’t exactly fond of to begin with, plus the ordeal of having to try and keep Pinkie under control – ‘Yeah, right, because that’s gone so well the other times I’ve tried it,’ she chastened herself mentally – had all combined to push her to her breaking point.

“What d’you think Trixie’s favorite color is? Maybe if we make a flag of that and wave it around she’ll see it and come right to us!” Pinkie continued to babble as she pronked through the forest astride the beleaguered Princess.

“Pinkie, everything else in the forest would come running to that, too...” She groaned, only barely suppressing her intense desire to find the nearest tree and headbutt it repeatedly.

“Oh, that’s a good p—” Twilight’s ear flicked as the pink menace’s endless prattling finally, mercilessly ceased...but the fact that it had done so suddenly, in the midst of the most dangerous forest in Equestria, had her nerves fraying all over again.

“Pinkie? What’s—” Turning to address the mare who’d been astride her, her heart skipped a beat. The blinding beacon of pink she was expecting to fill her vision was nowhere to be seen. “Oh, Celestia. Pinkie?!” She shouted frantically, forgetting for a moment that she was deep within an intractably dangerous territory and definitely should not have been shouting. Moving her gaze hither and thither in a panicked attempt to locate the other mare did nothing but make her mildly dizzy, and this disorientation allowed ample time for the pale-yellow predator stalking her to make its decisive move. Moving faster than Twilight could blink, let alone react, Flutterbat pounced.

Twilight let out a brief, startled yelp of surprise as she was driven into the forest floor with enough force to knock the air from her lungs, landing with a gruff, wheezing exhale as the weight atop her pinned her down. On impact, her head slammed into the stick- and leaf-covered ground so sharply that stars danced in her eyes, and she was only barely coherent enough to recognize the pastel pony above her. “Oh, Fluttershy, I’m...so glad you’re here...something just...” Twilight panted out heavily between deep gasps for air, struggling uncomfortably beneath the friend pinning her down.

Why hadn’t the mare acknowledged her yet? And...why could she feel drool dripping down onto her?

With the bright moonlight giving the frazzle-maned mare standing above her an eerie backlight, Twilight, at last, realized the true nature of her assailant.

‘Is that...no! NO! It can’t be! I dispelled that transformation enchantment years ago!’ Twilight’s academic mind raced at the implications. Had her counterspell been incomplete in some way? Had something in the forest done this to her? Or, had…

Had she always been like this?

The moon was full tonight, blindingly so. Thoughts of old mare’s tales danced through her head…and the tale of Nightmare Moon, one that she herself had so adamantly believed in when nopony else would, reminded her how terrifyingly true those spooky stories could be.

‘Oh, sweet Luna.’

The soothing, beautiful aquamarine eyes of her demure friend were nowhere to be found in the unkempt, wide-eyed visage that stared down at her now. Flutterbat’s gaze displayed clear and obvious predatory intent, those slitted, glimmering rubies sending her pulse racing at a million hooves a second. She couldn’t look away from them, feeling urgently compelled to continue staring into them no matter how much her conscious mind wanted to look away...

Twilight’s first instinct was to fire an offensive spell at her—stunning, repelling, something—but her nervous system did not obey her. Her panic heightened even more at the lack of control over her own body, though it sputtered into a sense of resigned acceptance once she remembered one of her friend’s trademark abilities. ‘The Stare...of course...I never connected the dots before, but it’s so obvious now...no normal pony can do something like that!’

A string of slavering drool snapped off of one of Flutterbat’s fangs above her, landing with a splat against her cheek. She couldn’t even flinch at the sensation; not even an alicorn could resist the completely paralytic stare of a vampony, a terrifying mythical creature of legend, something that one of her closest friends had been all along without her even realizing. All the knowledge in Equestria couldn't have prepared her for this supernatural shock.

Perhaps this was why vamponies were still believed to be a myth? Anyone who ever discovered one likely...likely didn’t survive to tell anypony else of the experience, even if they had been friends in the daylight. Her mind raced at the thought of her imminent demise at the hooves of one of her friends—alicorns were strong, but even a demigod would have difficulty surviving every ounce of blood being forcibly removed from their body.

Her thoughts were wiped to a clean slate as she felt the other mare’s canines nipping at her fluffy neck...the feeling of her long, serpentine tongue tasting her fur, and clearly hungering for the flesh beneath it, made her want to squirm. The loss of eye contact with that domineering Stare had allowed her the use of her body once again, but only a little – it clearly had a residual weakening effect, not that she wanted to test her range of movement much for fear of angering the predatory pony above her.

“F-fluttershy, please...don’t do this…the pony I know is still within you, you can fight it! You can—hhglck…!” Tears flowed from Twilight’s eyes as she whispered desperately in the chill night air, not having the energy to shout and knowing her friend’s super-hearing would pick it up regardless. Even that last, desperate plea was stolen from her—evidently tiring of her prey’s begging, Flutterbat’s jaws opened wide before snapping shut around the defenseless Princess’s throat.

Twin burning lances of agony erupted from her neck, spreading outward in a hot spiderweb of fiery pain as her pulse throbbed in her ears. Staring up at the moon, partially obscured by the bedraggled, dulled pink of Flutterbat’s mane, the powerful alicorn was helpless to resist as her fellow Element Bearer treated her as little more than a juice box. She made to scream, but even that was stolen from her—it came as little more than an airy gurgle, a stream of her own blood draining into her esophagus from overpenetration as she seized fitfully beneath Flutterbat’s pin.

Just as she felt her vision starting to dim and haze over from blood loss—the last view of Equestria the poor mare might ever see—the pain faded to a dull ache. An odd, sudden calm invaded her mind. Another vampony mental trick to ease their prey’s suffering, she considered bitterly, confident in the realization that this would only be to make her ultimate end feel less torturous than it truly was. They may have been monsters, but they were at least merciful...as merciful as one could be when committing unrepentant murder, as it were...

Flutterbat was purring and even moaning into their point of connection as her feeding seemed to conclude, an odd sensation of electricity passing between them. With Twilight’s intellect and senses dulled from being drained of blood almost to the point of unconsciousness, she could only watch with half-awake, barely-comprehending eyes as the mare above her crackled with built-up magical potential, the mana-rich alicorn blood in her belly seeming to react with her as it was absorbed into her wellspring.

The predatory bat shuddered and purred with greater intensity as parts of her transformed body began to change even more—her muscle mass visibly increased as her legs and barrel shifted from their soft, marely norm to a level of ruggedness that would make even Big Macintosh blush, and her eyes glowed even more radiantly with barely-restrained power as the changes continued. Her wings snapped to full extension, growing in span until she could cover two ponies on either side of her; the most obvious and radical change of them all made itself very known as it prodded Twilight in the belly like a javelin before rebounding upwards, smacking meatily against Flutterbat’s own slightly blood-distended belly before coming to rest between them, bobbing stiffly in the cool night air.

The raw alicorn magic that Flutterbat had absorbed by sucking her blood had given her, of all things, a huge mare-breaking dick that she was getting ready to use on her. If someone had told Twilight last week that she’d be in this situation, she’d have had them put in a sanitarium. Now, though, she wasn’t sure whether to laugh at the pornographically contrived absurdity, weep from the lingering feelings of betrayal and bodily invasion, or whimper and beg for her friend to scratch an itch that hadn’t been touched in months. Perhaps a mix of all three would've been prudent.

The feel of her friend’s warm, serpentine tongue lathering up the side of her neck with a mix of the bat’s spit and her own blood was enough to bring her back to the present, and the mare winced at the thought of having to clean that stained, matted mess up later...provided she even lived that long, which was still up in the air despite the immediate danger of being drained completely dry having passed. The vampony had evidently traded one overriding animal instinct for another, if the thick and insistently throbbing jet-black pillar between her legs was any indication...that, and the continued lack of response to any of her attempts at communication. Precious few moments had passed before an insistent prodding at her entrance—the crown brushing against Twilight’s sodden, winking clit in a way that sent a thrill rocketing up her spine—prompted her to make one last frail attempt at reason.

“Fluttershy, please...p-please...” Twilight couldn’t even bring herself to conclude her statement, afraid of what she would finish it with—but Flutterbat didn’t need to hear her soon-to-be thrall speak to know how eager the mare was to take her to the hilt, and that was all that her hindbrain cared about at the moment.

Twilight crooned in an overwhelming sense of need as Flutterbat’s flare pried its way through her plush outer labia, that broad intruder only just beginning its journey but already driving the inexperienced Princess wild with fervent, desperate pleasure.

“Sweet Celestia, it’s so...mmh, I can feel it stretching me...” Having never been a mare for relationships, Twilight was also woefully inept in the ways of sex—no book could adequately describe the feeling of getting impaled on a huge stallion cock. Masturbation—she was only now realizing—was but a pale, lonely imitation of the real thing, something that could never truly satisfy her...only intensify her desire to be bred for real. Even the largest dildos in her arsenal could never compare to these precious few seconds of getting skewered by living, powerful flesh-and-blood.

Locking eyes with her drastically transformed friend, her heart surged with hope as she saw glimmers of a familiar turquoise hue beginning to swirl in those predatory eyes. The rampant bloodlust of her bestial side had been sated, but Twilight reasoned that the lustful aspect of that nature would probably have to be appeased, too, before her friend would return to her.

An aspect that she was reminded of rather abruptly, as complex logical thought was driven from her mind when the flare of Flutterbat’s fat, throbbing stallionhood slammed into her G-spot with all the subtlety of the Ponyville Express, those strong forelegs tightening like a vice around her barrel as the batpony's hind hooves scrabbled for purchase on the loamy earth.

Twilight squealed, whimpered, writhed, and whinnied in feminine delight as her mind was assaulted with the true pleasures of the flesh for the first time, and she found herself eagerly anticipating each heavy slam into her depths, any of her previous reservations be damned. The vampony’s pale yellow, orange-sized balls swung into her plush, sensitive teats and winking clit like twin wrecking balls into her higher thought processes, driving her utterly wild with the need to be bred. Her hindbrain’s demands for her gifted mate’s life-giving seed were all-consuming now, those hefty orbs promising to give the love-starved Princess the first proper breeding of her adventurous little life…what would the foal of an alicorn Princess and a pegasus vampony be like, she wondered?

With the way that her depths were clenching and writhing around Flutterbat’s stallionhood, it wouldn’t take long for her to find out—as inexperienced as she was, the instinctual way that her clenching interior begged for her mate’s seed, wringing at every hot and veiny inch of that thick length, needed no conscious instruction. Her body already knew what it wanted...nay, what it needed, and Twilight was unable to deny that she was now thinking along the same lines.

“Mmh...yes, Fluttershy! Give me everything you have, I need it~! Oh, by the gods, yes!” Twilight whimpered shamelessly, fully consumed by the lustful energy of the moment as her hind legs locked themselves around Flutterbat’s thrusting haunches.

“Such an eager thrall you are, dear Twilight...mmh, you might wear a crown in public, but you’re just a shut-in, nerdy slut underneath those regal falsehoods, aren’t you~? You haven't changed one bit from the awkward bookworm that moved to Ponyville all those years ago...” Flutterbat purred in her ear, an unfamiliar, dangerous, and seductive lilt to her tone as her lascivious words tickled Twilight’s barely-coherent mind. The voice was so far removed from her friend’s usual that she barely even recognized it, a temptatious succubus who could either rip her apart or pleasure her on a whim.

“Do you want me to offer up all my ancient vampony secrets, Twilight? Would that make you cum like a good little knowledge-slut? Ungh!”  The vampony punctuated her sentence with a sudden, ball-slapping thrust against Twilight’s cervix, the Princess's large purple wings releasing a flurry of loosened feathers onto the forest floor as a full-body shudder rolled through her. She clamped down hard around Flutterbat’s cock as she came with almost enough intensity to drive her straight to unconsciousness, sparks dancing in her eyes and on the tip of her horn as she lost control of her nerves.

The vampony grinned knowingly as she watched Twilight’s eyes rolling into the back of her head, confirming the answer to her question without the Princess even needing to say anything. “There’s a good girl~” She purred into the mare’s twitching ear, praising the alicorn as if she were an injured animal under her daytime personality's care. It didn’t take much longer for the dominant mare to start losing her composure, though.

“Ooh, fuck, here it comes, Twilight~! Time for your treat for being such an obedient slut for me, little princess...mmhfuckye-hsssss!”  The vampony’s exultant exclamation trailed off into a sibilant, sustained hiss, grinding herself hilt-deep inside her mare as her muscles tensed and her nerves became alight with the flames of orgasmic ecstasy. Growling and shuddering with each heavy throb, each fitful buck of her hips drove another needy whimper from Twilight’s throat. Streams of vampony cum splattered across both their hips and trailed down Twilight’s hindlegs as Flutterbat flooded her to bursting, overwhelming the tight seal of their union as the feral mare unleashed every drop within her desperately clenching tunnel. “You are mine now, Twilight Sparkle. The other princesses...Spike...our friends...none of them will ever take you away from me. Every moan that passes your lips...every time that you are heavy with foal...will be for me!”

An impish, self-satisfied smirk spread across Flutterbat’s lips as she wiggled against Twilight’s delightfully plump ass, which jiggled enticingly with each little movement she made. Each little grinding motion against the sides of Twilight’s walls sent another teeth-clenching contraction rippling around Flutterbat’s cum-slickened length, which throbbed and pulsed eagerly in return. “Mmh, it feels like someprincess has been eating too many pancakes~! Not that I’m complaining, though...your body is still so eager for more of me, and flanks as heavy as yours can take pounding after pounding after pounding and come back ready for more...”

Had Twilight not been in a cum-drunk stupor, she might’ve been more insulted at the demeaning remarks. As it was now, however, her hindbrain was in the driver’s seat, and it responded favorably to the other mare’s dirty talk, pressing back against the slight thrusts Flutterbat was making against her cum-glazed flanks.

“I suppose I should be thanking your blood, too...without that raw magic of yours giving me this,” She punctuated the word with a sudden deep thrust into Twilight’s depths, the pressure sending another splatter of their mixed fluids erupting from their union with a debauched shplorp, “I would’ve never been able to dominate you so very easily~! If every princess in Equestria is as horny and cock-starved as you, then taking Equestria for the Everfree will be a cinch!” She purred boastfully, grinding the sensitive, cum-glazed flare of her cock against Twilight’s depths. Trails of their mixed essences oozed steadily from the alicorn’s reddened, thoroughly-used hole, which still clenched ravenously and insistently around the thick cock skewering her, her body eager for more despite the heavy load that the vampony had already given her.

One orgasm rolled into the next for Twilight, the relentless feedback loop of pleasure making her walls clench and flutter decadently around Flutterbat’s impassioned thrusts. Each swell of mind-numbing ecstasy felt more intense than the last, the thick medial ring near the base of that immense marecock feeling nearly as impossibly vast as her deeply embedded flare, which tugged at the entrance to her womb and sloshed the remnants of her first filling within her. The mere thought of that heavy, warm slickness inside her made Twilight’s loins burn anew with deep-seated, hormonal-fuelled desires.

“Gods, that tight pussy of yours is just begging for another load...mmmfffuck...don’t be so impatient, Twilight~! We’re both immortals, we’ve got allll the time in the world for me to rut you senseless!” Flutterbat teased impishly, before shifting to deeper, more intense thrusts as she panted steamily with exertion. The dense, corded musculature of her forelegs groaned and strained with effort as they clenched around Twilight’s barrel, the pony beneath her pressing needfully into her thrusts as the pressure at her sides triggered an instinctual reciprocation.

The lewd shlop-pop of Flutterbat’s ring stretching her out with desperate, erotic abandon became a prominent, rhythmic instrument in their lewd symphony of feral fucking. The moans, groans, and wet slaps of their impassioned mating echoed loudly across the clearing, spooking nearby critters and disturbing the usual calm of the forest.

One nearby "critter" wasn’t quite as spooked as the rest, though she was certainly still disturbed...for a certain definition of the word. Pinkie Pie watched from the bushes with rapt attention, furiously grinding against her own hoof as she chewed on her lower lip with voyeuristic delight. Doing her absolute best to mask her aroused, high-pitched moans, the pink baker had been eagerly spectating Twilight’s furious breeding ever since the encounter began...and she had to admit, aside from being a blood-sucking monster-pony of legend, Flutterbat’s huge cock looked like it’d be an incredible ride! Every jet-black inch was spiderwebbed with a maze of squishy veins, which pulsed eagerly beneath the skin with an inferno of lustful blood. Those balls of hers were huge, too; those shaggy-furred circumferences of hers had to be filled with enough virile seed to drown a lesser pony in their output!

Flutterbat was definitely right about Twilight’s flanks, too – even though she was never overt in her ogling, her royal friend’s posterior had held her attention more than once in recent memory. Embers of lust flickered within her whenever she thought of them, and she could count on her forehooves the number of Ponyville mares who were similarly endowed to her own level of thickness. This was partly from genetics and partly by design – as somepony who controlled the majority of the town’s supply of pastries, candies, and other sweets, she could also influence some mares – those she held an attraction to, typically – to grow to such lofty and bodaciously bootyful heights as the Princess of Friendship had. Her friend’s apparent addiction to syrupy, buttery pancakes for breakfast was definitely another factor, especially if even Flutterbat already knew about it through Shy's memories.

Pinkie never considered her sexuality to be tied to any one type of pony; in fitting with her free-spirited, partygoing personality, she romanced whichever ponies captured her attention at the moment, heedless of race or sex...or even species, if she was feeling especially adventurous – and, Pinkie being Pinkie, she often was. (Diamond Dog and dragon cocks were the best; getting knotted felt like a huge, neverending party!)

As free with her sexuality as she might’ve been, practically on the level of Equestria’s nationwide bicycle, she reserved true romantic intent for only a select few ponies – Cheesy, her five friends, and, though she’d never admitted it to anycreature publicly, her sisters. She reserved her true, deep love for those nine ponies, and for the rest of Equestria let her boundless, lustful energy flow freely and unceasingly like cola from a soda fountain. Though some of the more crass ponies she’d met – Rainbow Dash included – called the treats she produced “better than sex” (much to Rarity’s chagrin), Pinkie knew this was only hyperbole meant to flatter her. As good as her food might be, it would never compare to the erotic thrill of a steamy, hedonistic lunch-break affair in the back room of Sugarcube Corner with a pent-up, lust-addled stallion (or mare, or dickmare, or changeling...) whom she only barely knew by name. Having to muffle her aroused moans while the creature at her rear used her like a living fucktoy was unerringly erotic, and made her deep-seated earth-pony breeding desires purr like a kitten.

She knew from the moment that Flutterbat kept on pounding Twilight through her own throbbing, messy release, and how she was already well on her way to her second eruption of the night, that she had to give herself to the magically-endowed vampony before the night was through. Maybe it was the result of some compulsion-inducing pheromones the predatory mare was emitting, but Pinkie couldn’t bring herself to care one way or the other: a she-male with no refractory period was something she only ever dreamed about in her wildest, cum-drunk fantasies; witnessing a well-hung, marely stud who could fill her to bursting and keep right on going had both ends of her salivating eagerly. Not even her stalwart, well-endowed sister Maud could compare to such virility!

Even a vampony’s endurance clearly had its limits, though, as the ball-slapping and womb-skewering pace that Flutterbat ravaged the overwhelmed princess with quickly devolved into longer, slower, breathtakingly hard thrusts, punctuated each time by a flurry of hisses, growls, purrs, and other delightfully savage and feral exultations from the eagerly thrusting bat-mare.

Finally, with a triumphant shriek that sent Pinkie’s blood curdling and walls fluttering in equal measure, Flutterbat buried herself to the hilt inside her mate for the final time and let herself loose with abandon. Pinkie bit her lip nearly hard enough to draw blood as she heard, just as much as saw, the throbbing pulses of heady vampony seed being emptied into her friend. Flutterbat’s fat nuts clenched against Twilight’s eagerly fluttering, orgasming walls, the alicorn lapsing into a blissful, post-coital afterglow as the vampony dickmare’s voluminous load ebbed away to a trickle. Twilight's belly held a noticeable, nearly pregnant-looking paunch from the sheer amount of seed the powerful bat had emptied into her, a sight so instinctually arousing (and jealousy-inducing) that Pinkie felt herself lapse into the last of countless voyeuristic peaks she’d brought herself to while watching the furiously mating couple.

This one was so acutely intense, though, that Pinkie was unable to stop the delirious giggle that left her vocal cords; it was loud enough and so startlingly out-of-place in the forest environment that Flutterbat immediately froze in place when she heard it, midway through pulling out of her alicorn thrall’s freshly-fucked pussy. With an amused chuckle, the mare disappeared almost instantaneously with a near-soundless flutter of her immense wings.

Pinkie slammed a hoof over her mouth, doing her best not to make any more noise, but the deed was done. Glancing out to the clearing where Twilight lay, twitching and moaning in a pool of Flutterbat’s cum, the baker’s heart skipped a beat when she realized the vampony whose presence had dominated her attention seconds prior was now conspicuously absent.

“Boo.” Flutterbat purred into her ear, nearly giving the poor mare a heart attack as her eyes snapped to the big-winged batpony who’d somehow managed to position herself directly above Pinkie without the mare even noticing. It wasn’t every day that somecreature got the drop on a precognitive mare like Pinkie Pie, but it probably had something to do with the burning heat of lust and arousal clouding her mind, and dulling her reflexes…

Pinkie opened her mouth to let loose a startled yelp, but this proved to be her undoing – Flutterbat took it as an invitation to crouch down and buck her hips forward, effortlessly impaling the baker’s experienced throat with her thick cum-glazed length before the mare even knew what had happened to her.

She figured it out pretty quickly once the addictive cocktail of Flutterbat’s and Twilight’s cum hit her tastebuds, though. Moaning in need, Pinkie eagerly resigned herself to her fate as the vampony’s next cocksleeve and gulped insistently around the length in her throat. Her tongue traced its circumference with practiced expertise, borne of her countless sexual encounters, decadently savoring the generous coating of thick, tangy seed layered upon the pulsing stiffness.

“Mmh, that’s it, Pinks, lick up allll the yummy frosting...keep at it ‘til you get to the cream filling, there’ll be plenty of it for you to eat~” Flutterbat purred, using Pinkie’s tight, vibrating throat as her personal onahole for the moment. Pinkie wasn’t sure how the mare knew about her food play fetish, but she definitely appreciated the extra dirty talk—it served as a decadent, creamy topping that perfectly garnished the “layer cake” of the experience, and Pinkie wouldn't have wanted it any other way.

Speaking of creamy frosting, she could feel the heavy cream-filled orbs resting against her chin starting to pulse needily in the buildup of climax. As strong as Flutterbat’s superequine vampony endurance might’ve been, it was no match for the most experienced party-mare in Equestria!

“Gods, how many cocks have you sucked, filly? You’re gonna make me bust before I can even appreciate how fucking tight you are...” Flutterbat hissed through clenched teeth, her medial ring popping through Pinkie’s soft, plush lips with a lewd, wet sound that brought a blush to both their faces even as the batmare’s flare ground relentlessly against the walls of the party-girl’s throat.

The mare’s energetic attempts at a response were muffled by the cock stuffing her face, though Flutterbat still groaned in ecstasy at the vibrations the mare’s vocal cords made around her eagerly pulsing shaft. “Mmh, I’d never usually say this, but keep talking, Pinks...” She purred, the other mare’s poofy mane being mashed firmly into her underside with each balls-deep, throat-bulging thrust of her hips.

The party girl shamelessly hoofed herself in full view of the batpony’s greedy eyes, the wet schlicks of contact making her fluffy ears twitch as she listened with rapt attention, staring up at the clear night sky as she pressed her hoof against the back of Pinkie's head with considerable force; enough to hold the mare's convulsing throat balls-deep against her crotch and fill her nose with the captivating stench of a male in rut. Pinkie's impossibly prehensile tongue lapped eagerly at Flutterbat's cum-matted, dangling sack, making the powerful mare's eyes roll into the back of her head as that talented mouth drove her insane with pleasure.

"Ooh, oh god--ungh, fuck--I-I'm gonna--fuck!" No longer capable of forming a complete sentence, Flutterbat swore mindlessly as she ground her crotch into Pinkie's clenching mouth-pussy and eagerly swirling tongue. Her brilliant red eyes crossed as she gave a final, jerky thrust into Pinkie's greedy maw, her heavy sack slapping against the baker's chin one last time as those twin weights came to rest. Instinct took over as her hips bucked fitfully in the final buildup of glorious climax until at last, the mare unleashed.

Those thick, heavy pulses of her seed echoed audibly around the clearing as Pinkie swallowed around her at an urgent pace, gulping loudly in response to each hoof-curling, spine-tingling throb of Flutterbat's balls as they clenched against her lower lip. Each heavy spurt of seed that blasted its way into her belly increased her eagerness, the feeling of fullness addictive to Pinkie even though she could scarcely taste the bat's load from how deeply she was throating that throbbing marecock. Her talented tongue swirled against Flutterbat's rhythmically bulging dorsal vein as best it could, driving the sucked-silly mare to press her hips even more insistently into Pinkie's vacuuming maw. Her hips clenched hard enough on each down-thrust to shudder and shake from the strain, the mare's glowing-red eyes crossing as her lolling tongue drizzled a trail of drool onto Pinkie's belly below her; the dickmare struggled to keep herself upright as her forehooves rattled like branches in a strong wind.

With a defeated exhale, Flutterbat let herself flop down against Pinkie's underside as her fanged maw planted itself squarely against Pinkie's flooded, desperately-winking crevasse. The strong cotton-candy smell that wafted into Flutterbat's nose from that plump party-pony pussy, so thick and cloying that it was practically a visible mist, quickly enticed that snakelike tongue of hers to wriggle its way into her depths with erotic fervor.

Pinkie began to do some shuddering and eye-crossing of her own as that forked tongue fought a blitzkrieg against every slick bump and fold of her interior. The two ponies used every iota of their oral prowess as they relentlessly sixty-nined each other, shamelessly fucking each other on the forest floor like the pair of animals that they'd mentally devolved to. Pinkie's forehooves moved up Flutterbat's flanks, gripping each plush, rippling cheek in her hooves as she helped that jet-black pillar in her throat thrust into her harder and deeper, assisting in the bat's brutal face-fucking.

Pinkie could sense the dickmare's building climax before the other mare ever announced it, those black apples tensing and shuddering against her chin, threatening her impending and inevitably voluminous release. The wet glks and glrps that matched each thrust into Pinkie's gullet increased in volume as the flow of milky pre into her belly surged, until the bat began to purr in climactic ecstasy as her first heavy spurt blasted into Pinkie's rippling throat. Each ponderous throb of her length was punctuated by the same shrieks and growls of feral dominance that echoed Flutterbat's previous release into Twilight's greedy, writhing pussy.

As monumentally impressive as her second release down Pinkie's throat had been, it still left Flutterbat wanting more from her party-riffic paramour. Lifting her panting, purring muzzle from Pinkie's sodden crevice, she gave a few needy, grinding humps into the hot hole throating her effortlessly, assisted by the pair of pink hooves wrapped around her plot, before slowly dredging her spit-slickened length from Pinkie's needy maw. As inequinely talented as the mare might've been with her tongue and throat, it just left her desiring the real thing at her other end even more.

It was with this desire in mind that the batpony mare moved inline with Pinkie's rear, that thick, floofy tail annoyingly hiding her view of the mare's needy, winking flower. Evidently, though, the prone mare was thinking along similar lines to Flutterbat by this point. Pinkie flicked her tail to the side and raised her hindquarters into the air as if sensing the other mare's eyes locked onto it, assuming the default breeding position that ponykind had used since before its earliest civilizations. As vanilla as the position might've been, it was enticingly erotic and hedonistic in its simplicity and sole purpose - a mare wouldn't willingly assume such a position unless they wanted foals, which Flutterbat was more than eager to provide. Stepping forward, her heavy black length of horseflesh threaded itself between the crevice of Pinkie's immense flanks; in other circumstances, the bat might've complained about her lack of aim, but here it was deliberate. She simply had to feel those impossible assets rippling around her girth, teasing her into a breeding frenzy before she moved on to the main event!

“If you thought Twi's plot was hot to trot, you’re lookin’ at the bodacious-est badonkaponk in Equestria, studfilly~!” Pinkie purred, wiggling her eye-wateringly massive ass against Flutterbat’s stubbornly erect flagpole. The bat's slitted red eyes followed it like a pendulum, serpentine tongue drooling limply as she shamelessly gawked at the enormous party-pony posterior being presented to her.

The batpony’s face flushed as Pinkie started full-on twerking in front of her, those vast hot-pink asscheeks rippling and clapping against each other around her length with each flick of her voluptuous, foal-bearing earth pony hips. “Sweet Luna, the things I want to do to you right now...” Flutterbat panted, scarcely withholding her instinct to cock her hips back and slam balls-deep into the presenting mare giving her one Tartarus of a show.

A breathy giggle escaped the baker as she stared into those captivating red eyes, fluttering her eyelashes temptatiuously at the eager dickmare behind her. “Mmh, why don’t you do ‘em, then~?” She purred.

Flutterbat needed little further encouragement; she drove a squeal of surprise from Pinkie’s lips as she full-on pounced the other mare, pressing her front half into the dirt as she ground her iron-hard length even more insistently between the mare’s upraised flanks; their warm, velvet softness cushioned her stiff fuckstick like twin pillows, driving her desire to skewer the mare to new heights. “Time to make your legs shake and mind break, li'l filly...just remember, you're the one who begged for it~” 

The batpony seemed to have an endless wellspring of energy, enough to even give Pinkie a run for her bits – though the bat was, admittedly, probably cheating using all that magic she’d absorbed from Twilight. With an unceremonious jerk of her hips, Flutterbat jammed her flare right through Pinkie's sodden, eagerly-clenching outer lips and sunk herself to the base in that quivering party-pony quim. Her twitching nuts pressed up tightly to Pinkie's winking bud, the bat's furry sack driving the pink pony up the wall with an inferno of pleasure so intense that she thought she might black out from the get-go. Her fat cheeks compressed against Flutterbat's underbelly, rippling like jello under her carnal assault as her firm, warm softness massaged those spit-slickened inches of bat-cock that couldn't quite make it past the cushions of her bodacious booty.

Flutterbat felt she might cum already just from the feel of those impossibly soft assets pressing against and around her, like fucking a moaning, squealing, clenching marshmallow full of unrestrained sexuality.

The first pullback of her titanic length from Pinkie's quivering depths nearly made the prone mare weep. The aching pit of emptiness the departure left inside her momentarily, only for that throbbing horsecock to slam back into her depths, was an indescribably intense emotional rollercoaster that made Pinkie's eyes cross as her tongue flopped lazily out of her mouth.

"Fuck! Yeah!" Flutterbat huffed with each insertion, eyes rolling back as she felt her next immense climax brewing in her heavy, swinging balls, that feeling of tightness within her escalating with each ball-slapping, ass-plapping thrust into her thickly-cushioned fucktoy's eager, soft depths. 

"H-haaahn...ahhh...you gonna cum, Flutters? Gonna fill up my pouty party pony pussy with that hot, gooey load~? Ooh!" Pinkie's teasing whimpers were met with leg-shaking intensity from the furiously thrusting batpony, her flare grinding against the party pony's firm inner barrier with eye-rolling force.

"You're damned right I am, filly...now shut up and take it! Rrragh!" Flutterbat snarled, digging her teeth into Pinkie's neck as a flood of euphorically-sweet redness filled the vampony's eager maw. The excess stained a red trail down Pinkie's neck as it pooled on the forest floor next to her, and Flutterbat groaned and growled loudly into her ear as Pinkie's prey instincts caused the overwhelmed pony to seize as tight as a vice around her length - halting its progress mid-thrust from sheer strength.

Flutterbat's muscles surged as a renewed influx of energy filled her reserves to overflowing, the baker's boundless energy being transferred to her causing her eyes to glow brightly. Full of an insistent mating vigor borne of the strong blood of her desperately horny friend, she pushed insistently through Pinkie's tightness with overwhelming force - until her depths finally relented.

A wet clap echoed through the clearing as flank met flank, the sudden loss of resistance causing her flare to surge through Pinkie's depths like an effortless battering ram of carnal lust and desire. Her sweet, aromatic femcum exploded around the seal of their union like a flood of soda syrup, coating the bat's heavy nuts in her juices as it drooled in heavy strands onto the ground.

"Yes...you are mine, just the same as Twilight...Hissss!" Flutterbat shrieked as an electric storm of ecstasy flared up in her nerves, in time with the broad flare of her length inflating to its full width deep inside Pinkie's womb. "Take all of me, you eager little whorse!" A telltale bulge raced up the mare's length, straining against Pinkie's fluttering walls as it was followed by another, and another...

Until, at last, the first of many hot, steaming shots exploded into her depths with the force of a garden hose on full blast. Flutterbat's glowing red eyes rolled into the back of her head as her back legs quaked with exertion. Every last ounce of her energy was being used to deposit every last drop of herself as far into the depths of her bucking, squealing prey as she could manage, Pinkie's own blood being used as fuel for her dominant mate's breeding claim. "Graaah, sweet fucking Luna!" The bat swore. Evidently, Pinkie was interpreting her impassioned order to "take it all" as an actual command, and the promiscuous pony was certainly not being a slouch about it, either...every clenching, fluttering wink against her thick base and heavy nuts felt like she was being milked by some inequine machine.

Pinkie's perverse prowess was swiftly becoming visible, as her gut started to distend from the sheer volume of seed she was wringing out of the swaying, furry balls that were firmly pressed against her teats.

As quickly as it began, though, Flutterbat's orgasm died out after just a few positively titanic gouts into Pinkie's depths; the mare's immortal stamina no match in the face of the party mare's indomitable, boundless energy. Her fangs withdrew from Pinkie's neck as the wound sealed itself in a shimmer of red magic, releasing Pinkie from her vampiric hold.

"Mmmah...hahah...hah...that was toootally awesome..." Pinkie wheezed breathlessly. "Most stallions pass out after the sixth round, but I can tell you're still as hard as a candycane inside me, Flutters! D'you wanna go again, cuz I would toootally understand if you wanted to take a break, I mean I don't even know how y-" The beginnings of an infamous Pinkie Ramble were cut off by Flutterbat's hoof as it pressed against her muzzle, making a sound like a squeaky toy as her snoot was booped.

"Mmh...it's cute that you think I'm just gonna fill up your thirsty little womb and move on, 'cause I've definitely got plans for that gigantic fuckin' ass of yours. Bite down on somethin', filly." Flutterbat purred lasciviously in her ear, pulling her hips back as she dredged up every cum-glazed inch from Pinkie's well-and-truly stuffed pussy. Her flare popped free of Pinkie's hungry lower lips with a messy shplorp, and strings of gooey bat-cum steadily oozed out of her overfilled snatch once it was left vacant.

She felt Flutterbat adjust her hips against her plush ass as the bat's still-hard, cum-covered cockhead pressed up against her other hole. A thrill of mixed anticipation, arousal, and fear rippled through her as she envisioned the world-shattering reaming she was about to get from the supernatural mare mounting her. She couldn't help but push herself back against that familiar fat flare teasing her sphincter with its thickness, and like before, Flutterbat surged forward without hesitation. After only a few inches' worth of exertion, the bat-mare let up on her initial thrust and just stood still, basking in every clenching contour as it eagerly massaged her length, inviting her deeper inside. As she could've expected, Pinkie's level of muscular control both inside and out was improbably incredible, in every aspect.

"Fuuuck, Pinkie..." Flutterbat growled, clenching her teeth as she struggled to prevent Pinkie from effortlessly massaging the very last drops of her seed right out of her. Pinkie's ass was, put simply, too much to handle even for a powered-up vampony - exceeding all her lofty expectations a thousandfold.

Those rippling pink cheeks pressed upward into the heavy, broad length splitting her open, driving a shuddering moan from Pinkie's lips as her depths clenched down around every throbbing vein and twitching muscle. Flutterbat's dense, warm preseed filled up her deepest reaches in a steady, gooey trickle, her knobbly cockhead massaging sweet spots in Pinkie's stretched-out plothole that she didn't even know she had. Her curly, fluffy pink tail flicked and twitched wildly against her back, which must've drawn the bat's attention. Thrusting long, slow, and deep past that clenching ring of muscle that teased at her sheath, Flutterbat craned her head down and captured Pinkie's tail in her fanged maw, giving it a mighty tug upwards that effortlessly drove Pinkie over the edge.

An overwhelmed squeak left Pinkie's lips as her eyes crossed, cumming hard enough to arch her back into her mare covering her as her oozing pussy splattered a mixture of their sexual fluids onto the batpony's virile apples. A stream of drool pooled next to her on the forest floor as her ass locked like a vice-grip around every inch of hot, pulsing fuckmeat buried inside her, drawing a strained hiss from Flutterbat's clenching jaw.

Now beyond the capability of speech as her eyes took on a feral glint, the frequency of her animalistic vocalizations increased as she grunted and growled into the mess of hot pink tail between her teeth. Her immense vampony strength allowed her to keep thrusting right through Pinkie's surges of ecstasy, until, with a final hiss of triumph...

Flutterbat jerked her hips downward with a low, meaty thwack, and loosed a shuddering, hoof-curling volley of dense, gooey seed as far into Pinkie as she could reach.

The bat's heavy nuts clenched and twitched visibly with each surge of foal-batter that filled Pinkie's ass, swinging against the mare's plump teats each time her hips reflexively thrust into her mate. The baker's tummy bloated further out to her sides as Flutterbat's final load of the night emptied into her. Her release slowed to a trickle as the roaring inferno of their shared lust died down to a flickering flame, and the pair collapsed to the ground in a sweaty, panting heap...finally too exhausted to continue.

"Mmh...mrrrr..." Flutterbat purred, grooming Pinkie's ear in instinctual affection as her aggressive and dominant persona was muddled by the flood of euphoric, post-coital endorphins clogging her brain. Her length, thoroughly sated and quickly deflating, quickly withdrew itself from Pinkie's depths. Her half-flared head pulled free with a messy plorp just before her virile endowment vanished in a shimmer of purple sparkles.

As the two ponies recovered from their furious, exhaustive mating, Pinkie lapsed into a sound sleep - but Flutterbat, with her commitment to aid the Everfree, had no such luxury. A group of timberwolves arrived in the thoroughly sex-soiled clearing just as the predatory pony stood up to all fours.

Curiously, though, the ligneous beasts showed no signs of aggression. "Tch. The Den Mother certainly doesn't waste any time, does she?" Flutterbat asked, and rolled her eyes as the Timberwolf leading the group nodded matter-of-factly. "Figures. She could've, y'know, helped me, but I guess she was too busy hoofing herself silly watching me take care of these two." The lead Timberwolf growled threateningly at that. "Yeah, yeah, she has greater things to attend to than some horny batpony, whatever. Let me mop these two up and we'll get moving."

Assisted by the group of wolves, it took little time for the two conked-out mares to be slung across Flutterbat's back, twin trails of sticky white seed following their route to the timberwolves' den as her essence drained from their bloated bellies.





Starlight wasn't sure how long it had been since wolf-Trixie had found them and pummeled Applejack into submission. It was tough to keep track of time when the huge, glowing wolf-dick that was knotted balls-deep inside her kept twitching insistently and distractingly. The hints of a beautiful sunrise that filtered through the thick canopy certainly gave her a clue, not that she could do much about it. With Trixie's relentless knot-fucking still going strong, each step acting as a renewed thrust against Starlight's deepest barrier, every ounce of fight had been well-and-truly been fucked out of her.

Her entire body clenched with fight-or-flight panic as a group of timberwolves stepped out of the brush into their path, gruffing and growling at them. Her shock faded to confusion and a great deal of surprise as she felt Trixie's chest rumble with some canine communications of her own. So...it wasn't just mindless animal sounds? Was this something like Fluttershy's ability, or was it some sort of magical connection? Her mind flooded with questions, all of which were driven from her mind in an instant the moment Trixie started walking again, each relentless rub and shuffle of huge doggy dick eroding effortlessly at her coherence.

Starlight felt her consciousness fading as the renewed bout of pleasure overwhelmed her taxed mind. The last thing she saw was the group of Timberwolves turning to lead her captor deeper into the woods before everything slid into blackness.





Meanwhile, in another part of the forest, Rainbow and Rarity continue their own area of the search...blissfully unaware of the fate of their friends, and the terrible trap they were straying into.