"Way to go, Pound!  Hump your mommy!" giggled Pinkie, waving pompoms about as she danced in place.  "You too, Pumpkin, hump daddy's butt!"


Pound and Pumpkin Cake were happily doing just that.  Pound was thrusting his little penis into his mother's pussy with a look of blissful pleasure on his face.  Meanwhile, Pumpkin was cheerfully driving her erect cock into her father's rear end as he lay on the floor, rump raised, drooling onto the carpet.


Pinkie's cheerleading routine was one of the most obscene Midnight had ever seen, given that the cotton-candy-colored pony had somehow gotten hold of a uniform that left her breasts exposed to bounce about, with the shortest miniskirt known to ponykind.  Every time Pinkie jumped and spun, her penis swung about with the stiffness of a baton, flinging ropes of pre-cum like a sprinkler.


Mr. and Mrs. Cake were lying on the floor, moaning and groaning, their bodies shuddering and spasming with every thrust from their children.  Mrs. Cake's belly was bulging out obscenely, filled to bursting with her son's seed.  Mr. Cake's ass was stretched wide around Pumpkin's cock, his own penis dribbling a steady stream of cum onto the carpet.  The two children were giggling and moaning with pleasure, their eyes rolled back in their heads, their tongues hanging out of their mouths.


Their eyes glowed deep purple, locked on the black faceted crystal that hung between Pinkie's breasts, throbbing with an eerie black light.  It was almost as if it was pulsing in time with the beat of Pinkie's heart, or the thrusting of her hips.  Or the thrusting of the Cake twins into their parents...


Pinkie did a backflip, continuing her cheer, "P-E-D-O!  PHILIA!  What does that spell?  Pedophilia!  Go team, go!"  She landed on the carpet, her breasts bouncing and jiggling, her cock bobbing and throbbing, a thick stream of pre-cum dribbling from the tip.


Midnight pinched the bridge of her muzzle as she watched through the scrying bowl.  Things weren't as bad as she thought they'd be, but asking Pinkie to keep a low profile was like asking the tide not to come in. It would just roll on in anyway.  The foal sighed, pumping one of her penises as she watched the action.


"Let's get physical, Get down, get hard, get mean, Let's get physical, and make each other cream!" Pinkie chanted.  Midnight blushed at the obscene chant, and knew there was little hope that Pinkie didn't have a hundred more pornographic chants in her arsenal.  She almost wanted to tune out of the scrying spell to avoid having to hear them.  But she had to watch.  Had to see what she'd wrought.


Pumpkin moaned as she pushed her penis into her daddy's rump, her eyes rolling back in her head.  She gripped his glutes, pumping forward with awkward litttle movements.  She didn't know how to really hump, not really.  Not at four years old.  But she had the spirit, at least.  The little filly was thrusting and humping with all her might, her little penis buried up to the sheath in her daddy's rear end.  


Mr. Cake, for his part, was just laying there, moaning and groaning.  His mind was gone, completely blanked out by the hypnotic power of Pinkie's pendant.  He was nothing more than a puppet, a living sex doll for his daughter to enjoy.  His cock was fully erect, rubbing in the carpet every time Pumpkin's little hips humped his backside, spurting a steady trickle of pre-cum.  


Pinkie cheered and whooped, encouraging the filly as she humped her dad.  Pumpkin was awake and aware, and having a spectacular time.


Meanwhile, Pound Cake had his mommy pinned beneath him.  He was humping away at her, his little penis buried up to the sheath in his mommy's pussy.  Mrs. Cake's eyes were unfocused and blank, her mouth hanging open in a silent scream of pleasure, her tongue lolling out of her mouth.  Her body was shuddering and quivering, her hips bucking up to meet her son's thrusts.  She was moaning and groaning, her body responding to her son's attentions.


"Am I d-doing this right?  She's getting all wiggly around my pee-pee!" he giggled as his balls hit her rear end, her inner walls clamping down upon him.  Mrs. Cake's cock spattered her own breasts with pre, standing straight up like a flagpole.


"Just keep it up!" Pinkie urged, her face flushed with arousal.  Midnight didn't need to read thoughts or even extend her powers into her disciple to know Pinkie was getting a little too worked up.  The pony was panting, her cock spattering the foals and parents and everything near them with precum.  Her thighs were wet with arousal, and her nipples were hard and erect.  She was on the verge of orgasm, just from watching the incestuous scene.


"Ah!  D-Daddy!  I'm gonna f-fill you up with my special white frosting!" Pumpkin cried out, her little hips stuttering, her cock throbbing and pulsing.  Her little pussy clenched and gushed, a trickle of her own juices running down her legs.  She let out a long, low moan, her body shuddering, her wings flapping weakly.


Mr. Cake gave a grunt, and with little fanfare, his penis started lurching, sending milky streams of cum splattering against the carpet.  The poor rug was utterly ruined as Mr. Cake's "batter" pooled on top of it.  His orgasm sent his muscles spasming in time with each mighty spurt, his entire body convulsing against the floor as he was wracked with pleasure.


Watching her father spatter the floor with his cum was too much for Pumpkin.  The filly let out a little squeal, her eyes rolling back in her head, her wings fluttering and twitching.  Her cock pulsed and throbbed, and she let out a shriek of pleasure as she orgasmed, her little cock spewing a torrent of foal seed into her daddy's rear end.  Her body shuddered and quivered, her hips bucking and thrusting, her cock spurting rope after rope of her seed into her dad's rear.  Her little pussy clenched and gushed, a trickle of her own juices running down her legs.  Her body shuddered and convulsed, her wings fluttering weakly.


It only took a moment longer for Pound to join his sister, his little hips stuttering, his cock pulsing and throbbing.  Mrs. Cake let out a long, low moan, her body shuddering, her eyes rolling back in her head.  Her pussy clamped down around her son's cock, her body spasming with pleasure. Her own erection began spraying across the floor, the long, mottled brown member bouncing as it spurted.  Her hips bucked, her body quivering and quaking, her breasts heaving, her nipples hard and erect.


Pound moaned and grunted, his hips slamming forward, his cock pulsing and throbbing.  He let out a long, low moan, his body shuddering and quivering.  His cock pulsed and throbbed, and then he orgasmed, his cock spurting a torrent of foal seed into his mommy's pussy.  His body shuddered and quivered, his hips bucking and thrusting, his cock spurting rope after rope of his seed into his mom's womb.  His body shuddered and convulsed, his hips bucking and thrusting, his cock pulsing and throbbing, his body shuddering and quivering with the force of his orgasm.


Midnight watched in aroused horror as Pinkie's breath caught.  Lifting her pom-poms up in a cheer, the pony's long, hard cock twitched violently and a long rope of thick cum shot from it.  The rope landed square on Mr. Cake's back, where it pooled and began to drip down his sides.  Another rope joined it, and another, the sticky, thick white mess quickly coating the stallion's back.  Pumpkin got splashed in the face with a rope of it, her eyes crossing and her mouth falling open as her thrusting sped up.  Pound's wings fluttered and he was covered by a few ropes of his own, even his mother catching a few strands of sticky white.


Pinkie Pie was a fountain, and even though she was blasting the Cake family with her sticky sweet semen, she continued to cheer; though the words were punctuated with stutters, moans, and grunts.  Midnight stared at her scrying bowl in disbelief.


"...And now we're done, Now we've had some, P in the A, P-E-D-O-P-H-I-L-I-A!" Pinkie cheered, striking a pose as the last drops of spunk dripped onto the ground.  Pumpkin, Pound, Mr. Cake and Mrs. Cake were all covered in cum.  The carpet was ruined.  And the Cake family were in no position to clean any of it up.  They were all panting and gasping for breath, their bodies coated in a thick layer of sticky, gooey semen.  Their eyes were glazed over, and they were all completely exhausted.


Pinkie giggled and let her pompoms drop to the ground with a soft 'pof.'  She began to sing, "Clean up on aisle five!  Clean up on aisle four!  And the whole store needs cleaning because I creamed on the floor!"  She let out a giggle at that, "Pinkie Pie, Pinkie Pie, everywhere you go, you leave the world all covered in your cum and you don't even know!"


Pinkie gripped her still-erect cock, pumping it slowly as she looked at the two kids and their parents trying to recover.  Her smile twitched a little, turning into the closest thing that Midnight had ever seen to a pout on her face.


"...Huh.  Well... okay, I guess it's time for a break," Pinkie admitted.  Then her smile came back, and she giggled, "But once you've caught your breath, I wanna show you all the fun innovations in baking I've come up with!  Cumcakes for everyone!"


***


Midnight blinked and then shook her head, dismissing the image in the scrying bowl.  Pinkie was doing a fine job of corrupting the Cakes.  She'd been so sure that Pinkie wouldn't have the sense not to reveal herself to the Cakes.  But the Cakes were clearly hypnotized and under Pinkie's sway.  So that meant Pinkie Pie was a lot more capable than Midnight had given her credit for.  She wasn't as dumb and air-headed and out of control as she acted.  She still had a decent head on her shoulders.... at times.


Satisfied that her disciple-slaves were doing fine, Midnight wrapped her hands around her swollen phalluses, beginning to pump slowly. She intended to transform back in a few moments, but she wanted to enjoy her youthful form just a little more.


Her hands moved up and down the slick, swollen poles, caressing the mottled flesh as she huffed in pleasure.  Her slitted, glowing cyan eyes stared at her reflection in the surface of the scrying pool, watching as the dark alicorn foal's face contorted in bliss.  She moaned and shuddered, her hips bucking as she stroked her massive members.  Her pussy was dripping wet, her inner walls clenching and unclenching as she masturbated.


The sight of herself was as arousing as anything else.  She was a pedophile in a foal's body now, but it was HER foal's body, and she could see why ponies would lust over a filly or colt like her.  She was adorable and beautiful, a little dark princess.  She would have ravished herself, given the opportunity.  Her hips bucked again and her penises began to throb, swelling with the need for release.


Midnight let out a whining gasp as she bit her lower lip, her fangs on display as she felt her orgasm beginning to swell within her.  She let go of her lower penis, rubbing feverishly at her clitoris.  She watched her nearly-black cheeks tinge pink with her exertion and arousal.  Her hips bucked and jerked as she worked her fingers against her pussy and her upper penis.  Her inner walls clenched and unclenched, and her penises pulsed and throbbed.  Her eyes rolled back in her head and she moaned and shuddered, her orgasm building within her.  She could feel it, like a wave rising inside her.  It was coming and it was going to be huge.  Her penises were pulsating and throbbing, and her pussy was dripping wet.  Her fingers were working overtime, rubbing and stroking and pumping, and she could feel it building, building, building, and then she came with a loud, keening whinny.


Thick violet Nightmare cum spurted from her two massive horsecocks in thick, ropy strands, splattering against the scrying bowl, the floor, the walls, and everything within a three foot radius of her.  Her pussy clenched rhythmically as she bucked her hips.  


Each dual fountain of thick, purple seed that erupted from her cocks sent a fresh shockwave of pleasure through her body. Heavy gouts of viscous, milky violet cum painted the room.  Her eyes rolled back in her head and she panted heavily as she rode out the waves of pleasure that crashed over her, her hips jerking and bucking wildly as she was wracked with pleasure.  Her penises continued to spurt and throb, painting the room with her seed.


"Uh, Twilight, I put down Flurry for a nap after...  like... six rounds..." said a boy's voice, as the door to her room opened.  Spike entered, looking a little haggard and dehydrated, splotches of white and pale-green semen clinging to his scales and soaking his clothing.


Midnight's eyes shot wide, and she frantically tried to hide what she'd been doing.  But she was still too caught up in the throes of her orgasm to do much of anything.  Her eyes were unfocused, her body was shuddering and convulsing, and her penises were still spurting and throbbing, painting the room with her seed.  She couldn't even think straight.  All she could do was ride out the waves of pleasure that were crashing over her, her body shuddering and convulsing, her penises still spurting and throbbing, painting the room with her seed.  She tried to speak, to try and explain herself, but all she could do was moan and whinny in pleasure.
Spike, for his part, wasn't even sure what he was seeing.  Twilight had just...  been masturbating.  He'd seen her masturbate plenty of times.  But she had never looked like that.  She was... a filly.  A young filly, with dark colors and glowing eyes.  


"What the...?" Spike said, blinking.


"Spike, it's me," Midnight said, blushing, "Remember I explained about my Nightmare?"  Spike blinked and narrowed his eyes, looking closer.


"Nightmare...  Twilight?  Is that you?" Spike asked, cautiously.  Midnight nodded, her face flushed.  Her eyes were still glazed over and her body was still shuddering and twitching.  Her penises were still twitching and spurting, painting the room with her cum.


"Yessss..." she hissed, huffing as her upper penis spattered her own muzzle, her lower shaft still spitting a few more bursts of pearly, glowing purple seed across her hooves.  Spike stared, then looked around the room, at all the semen painting the walls, floor, and ceiling.  


"I read about this in Princess Celestia's letters, but uh... r-reading it and seeing it are two very different things," Spike said with a stammer.  He shook his head, "But you...  You're the same person, right?"


"Uh, yes, of course I am!" Midnight protested, wiping her muzzle with a hoof and shaking off the goo from her lower half, "But I also have...  a new outlook on life."  She blushed, her face flushed.


"...Right... Uh..."  Spike blushed, his twin erections twitching at the sight of her.


"...I'll change back and we'll have a talk," Midnight sighed.  With a blast of black, swirling light, the filly was gone, and Twilight was back, standing where the filly had been.  She was coated in the residue of her sexual fluids, the purple stuff slowly sliding down her lavender fur.  She shook her head in disorientation, confused and dazed.  Her memory of her time as Midnight was slightly distant, as if she had been watching herself act through a dream.  She shook her head to clear it, and then focused on Spike.


Spike watched her look around in mild confusion, cocks twitching in his trousers.  He felt a slight pang of regret.  The way she looked when she was in her Nightmare form...  It was just so cute. She had instilled a predilection for foals and children in him as strong as her own, and seeing her as a foal had gotten him aroused, and he was still feeling that arousal, even now, looking at her as a young teenager once more.


"So, uh..." Twilight began, awkwardly, "...Lemme explain everything, in case Celestia didn't..."


"...Yeah, but maybe we should do that while you shower?  Not for any perverted reason, but if that purple gunk crusts up, you're gonna have trouble explaining it to anyone who sees you..." Spike remarked, dipping a claw tip into the nearest puddle of Midnight's ejaculate, lifting it to eye level.  It was thick and sticky, clinging to his claw in gooey strands.  It was a rich, deep purple, almost violet in color, and seemed to have a slight inner glow to it, making it look almost magical.


"...Uh... yeah, c'mon," Twilight said, heading for the shower.  Spike grinned at the invitation, eagerly following her in.


⁂


Twilight's hooves clopped against the marble floors of Canterlot, her heartbeat quickening as she approached the throne room.  She wondered what Celestia was going to teach her.  Her lessons of late had been.... fuzzy in Twilight's memory.


But as she approached the door, one of the throne room guards held up a hand to stop her.
"Her highness requests that you go to the Inner Sanctum," he said.


"The Inner... what?" Twilight blinked.  She had lived in Canterlot for most of her life until the last couple of years.  She had never heard of an inner sanctum before.  She knew the entire castle like it was her own home, but she did not have a clue where that was supposed to be.


"She also told me to inform you that it is for a 'special friendship lesson,' if that makes a difference," the guard added.


As soon as Twilight heard those three words, her mind went blank. Her expression went slack and her eyes became unfocused.  It was like a switch had been flipped in her brain.  She had no idea what had happened, but she knew exactly where to go and how to get there.  She turned away from the throne room, heading down the hallway.  The guards watched her go, exchanging puzzled glances.  Twilight was completely oblivious to their stares, her mind completely blank.
She made her way through the castle, her hooves clicking against the marble floor as she went.  


She had no idea where she was going, but she knew exactly where she was supposed to go.  Without conscious thought, she pushed past a tapestry and passed through an illusionary wall, descending a set of stairs she had no memory of having seen before.  The stairs were narrow and winding, leading deep into the bowels of the castle.  They seemed to go on forever, and every so often, she would pass another illusionary wall, or have to find a hidden button to open a secret door.  It was a labyrinthine journey, but she navigated it without even thinking, her body on autopilot.


Twilight eventually reached a large, heavy wooden door at the end of the long staircase.  It swung open at her touch, without any effort on her part.  


The Inner Sanctum was a massive, circular room, far more ancient than the rest of the castle, and far older than anything Twilight had ever seen, and it had the feel of a room that had been used for a thousand years or more.  The walls were covered in strange carvings and runes, depicting ancient and forbidden rituals; most of them pedophilic in nature, involving ponies, dragons, griffons, and other creatures.  The ceiling was domed, and painted with images of the night sky and various constellations, the stars twinkling with an eerie, unnatural light.
In the center of the room was a massive, circular stone platform, raised up off the floor by a few feet.  The platform was surrounded by a series of braziers, which burned with a bright, blue-green flame.  The flames flickered and danced, casting eerie shadows on the walls.


Twilight barely took any of it in, staring off emotionlessly as she climbed up onto the center plinth... where Princess Celestia stood, naked and erect. The prismatic-maned mare towered above her, looking down on her with a warm smile. Her magenta eyes were amused, and Twilight felt a strange warmth spreading through her body, and a tingle in her nethers. Celestia was so beautiful, so perfect, so regal. Twilight could not imagine anyone else being so perfect. She felt a surge of desire and a sense of longing, and the need to submit herself to Celestia.


"I see you found my Inner Sanctum just fine, dearest student," Celestia remarked, her twin members giving a twitch as she stepped forward.  The adult alicorn ran a finger under Twilight's chin, tilting her head up to look at her.  The purple alicorn was still in a trance, her eyes glazed over.  But there was a slight change in her expression, a hint of a smile on her lips, and a softening of her features.


"Goodness, you're so cute like this..." Celestia purred, "How many times have I used you here and you still don't remember a thing?  You're such a good student."


She leaned forward and pressed a kiss to Twilight's cheek, her hot breath tickling Twilight's fur.  Twilight felt a jolt of pleasure run through her body, and she shivered with delight.  Celestia's lips were so soft and warm against her skin, and she could feel Celestia's hard cocks pressing against her belly.  She wanted to kiss Celestia back, to taste her, to touch her, but she was still frozen in place, unable to move.


"Now, I'm going to snap my fingers, Twilight, and I want you to remember all of your other special friendship lessons.  I want you to wake up, but only halfway," Celestia said, "You will be able to talk, and question, but your mind will remain under my control.  Do you understand?"


"Yes..." Twilight said, her voice flat and monotone.


"Good.  Now, wake up, but only halfway," Celestia commanded, snapping her fingers once.
Twilight gave a little blink, looking around in mild disorientation for a moment... but then she remembered where she was.  Indeed, dozens, hundreds of memories seemed to appear in place, as if they had always been there.   It wasn't like she suddenly recalled anything; it was as though she had never forgotten.  


"Uh..." Twilight hedged, trying to get her bearings.  She still felt calm, unnaturally relaxed and contented, as if her mind was in a fog, but she was able to think.  It was a very strange sensation.


"Ah, there you are, my beloved student," Celestia cooed, pulling Twilight against her chest and hugging her close, "Do you remember how we got here?"


"Yes," Twilight murmured, "You told me to go to the inner sanctum..."


"And do you remember your special friendship lessons?" Celestia asked.


"Y-yes," Twilight admitted.


"Do you enjoy them?" Celestia inquired.


"Y-yes...  I mean, you made me enjoy them, but I like them," Twilight admitted, a shiver running down her spine as she felt her underwear tighten, her cocks swelling with arousal.


"That's good," Celestia purred, stroking Twilight's mane, "Because we're going to have another one now.  But this time, I'm going to let you remember it.  You're going to be awake for it, but only halfway.  Do you understand?"


"I... I think so," Twilight said.


"Good," Celestia said, smiling, "Then let's begin.  We have only just begun delving into the power and abilities of your Nightmare.  I know you have had trouble restraining its darkness the last few days."


Twilight winced, thinking of just a few hours earlier even.


"It's nothing to be ashamed of.  You'll gain more control with time and mental exercises," 


Celestia sighed, "Now. For our next lesson, we need some help from some guests."


Celestia gestured and Twilight blinked as Luna stepped out of the shadows to join her taller sister, looking a little grumpy.  The dark pony was also completely nude, her twin shafts hanging half-flaccid between her thighs.  Her hair, like a starry night sky, flowed freely.  Her eyes, deep pools of sapphire blue, glared at Celestia with a mixture of annoyance and amusement.  Her cutie mark, a crescent moon on a field of sparkling stars, seemed to glow faintly.  


And then to Twilight's muted surprise, Cadence came out from the shadows.  The pink alicorn, with her flowing violet and fuschia mane, looked as unnaturally calm and content as Twilight felt.  Her fuschia eyes were slightly glassy, glowing faintly in the dark room.  She stepped up on the other side of Celestia, her own twin erections standing at attention.  Her cutie mark, a deep purple crystal heart with golden trim, shimmered in the low light.  Her body was covered in a thin sheen of sweat and she was breathing heavily, her chest heaving with every breath.  Twilight couldn't help but notice the way Cadence's nipples were hard and erect, and the way her cocks were dripping with pre-cum.


"Cadence?" Twilight said, blinking, "I thought you were on a second honeymoon with Shining!  That's what you said when you dropped off Flurry!"


"No, Twilight, she's been right here the whole time.  I'm the one who had her drop off Flurry as a final... nudge... to get you to give in to your desires and revel in the pleasure of being a pedophile," Celestia said, brushing Twilight's mane gently.  "Cadence has been in the castle the whole time, being my personal pet."


Twilight's eyes widened.  "Your personal pet?" she echoed.


Celestia nodded, a smirk on her face.  "Yes.  Cadence has been mine for quite a few years.  She's not my personal project the way you were, but she's been under my hoof for a while," Celestia said.  "She's quite happy to serve me."


"Yes, Princess," agreed Cadence dreamily, nodding her head in a slow, mindless motion.  She had a dreamy, contented look on her face, a smile.  Her lithe form seemed relaxed, her muscles loose and her body pliant.  Her cocks stood proudly and erect, dripping pre-cum onto the floor.
"Now, an Alicorn in full control of their Nightmare can transform at will," Celestia said, her tone taking on its "teacherly" quality as she shifted gears to a lecture.  Involuntarily, Twilight's head cleared of all its confusion and questions, and she paid close attention.


"Now, this allows you to gain an immense boost in magical power.  Not only are all your spells significantly more potent, but you can cast spells that would have strained you to your limits with ease... and further, cast spells that only a Nightmare would have enough power to cast," Celestia explained lightly, pacing back and forth, her cocks swaying and throbbing, "With the power of a Nightmare, you could even perform a spell to manipulate the very fabric of reality and space-time."


Twilight blinked, her mind boggling at the possibilities.  "That's incredible!" she exclaimed.  "But how do I do that? How do I control my Nightmare?"


"Time and practice," Celestia said, shrugging, "Which we are going to give you in the coming days.  But there are other powers that a Nightmare can give you that are... useful."


And with that, Celestia was engulfed in a pillar of yellow, orange, and blue fire.  The flames burned brightly, licking at the air around her and casting flickering shadows on the walls.  The pillar of flame grew brighter and hotter, until Twilight had to look away, her eyes watering.  Then, with a sudden rush, the flames vanished.


"This is my Nightmare form, Daybreaker.  You've seen it, if you recall," Princess Celestia said, but her voice was different.  It was still regal, still beautiful... but there was a harsh edge to it.  Her voice was deeper, huskier.  Her mane and tail were no longer a flowing, ethereal river of rainbows, but a seething mass of flames, burning with an intense heat that Twilight could feel even at a distance.  Her fur was a pale white, tinged faintly orange in the firelight of her mane and tail.  Her eyes were no longer magenta, but a bright, piercing orange, with slit pupils, and they burned with a fierce intensity.  Her body was a little more filled out, with wider hips and more noticeable breasts.  Her cutie mark was still a stylized sun, but it was a brilliant, fiery orange, and the sun's rays were longer and more jagged.


Her dual phalluses somehow seemed harder, veinier, and more aggressive.  Milky, glowing orange semen dripped from their tips.  She wore bronze armor that left her chest bare, but protected her shoulders.


Twilight shivered in awe and fear at the sight of her transformed mentor.  Indeed, she did remember the last time she had seen Daybreaker in her fiery glory; but Twilight had been in a mindless trance at the time.  She was still in a trance now, but nowhere near as mindless.


"Luna, Cadence... If you wouldn't mind..." Daybreaker prompted.


"Yes, Princess," Cadence agreed obediently.


"I REALLY don't want to," Luna grumbled, "But JUST this once..."


And Twilight watched in shock and surprise as Luna vanished in roiling black shadow and sparkling starlight; while a gemstone radiance engulfed Cadence and obscured her from view.
She recoiled from the magical force being unleashed, feeling her fur standing on end, her body tingling with static electricity.  Her cocks were rock hard, and she could feel her pussy growing wet with anticipation.  She had no idea what to expect, but she was sure it was going to be amazing.


When the magic faded, Twilight was faced with a sight she had never expected to see again, until recently...  Her very first foe, in a sense, Nightmare Moon stood where Luna had been.  She was as tall as Daybreaker, slender of build with a powerful aura of darkness and magic.  Her coat was black and her mane was a flowing, ethereal river of starry sky and magical energy.  Silver armor adorned her body, leaving her large breasts bare, with shoulder pauldrons, and a chest plate bearing her cutie mark of the crescent moon.  Her eyes were brilliant and pale silver, with the same slit pupils as Daybreaker.  Her twin penises jutted from her sheath, long and slender, yet powerful.


But standing next to her was a new sight, one that Twilight had never seen before.  Cadence had transformed into a Nightmarish version of herself.  She was as tall and voluptuous as Daybreaker, and her mane and tail had a strange faceted look, as if they had become crystalline.  Her coat was a deep, dark fuschia and her eyes were a deep, rich, glowing violet.  


Her cutie mark, the crystal heart, was the same deep violet, and was cracked, with a drop of blood leaking from it.  She was nude, her breasts several sizes larger than Cadence's normal bosom.  Her cocks were also engorged and throbbing, both oozing a steady flow of glowing amethyst-colored pre-cum that seemed to sparkle and radiate in the dim light.


"You've met Nightmare Moon, but I see you have yet to meet Cadence's Nightmare form, Heartless," remarked Daybreaker, her burning mane swaying as she stepped to one side, gesturing to the two other Nightmares.  "Like all Nightmares, Heartless is the embodiment of Cadence's innermost desires, her repressed emotions, and her most depraved fantasies."


Heartless grinned, no longer looking dazed and content.  Her slitted eyes were sharp and focused. She put a hand on her hip, leaning forward a little.


"Mmm-hmm," she agreed, "Sorry I never showed you this, lil' Twily, but I didn't want to scare you.  Plus, this is sort of a secret that only Alicorns are supposed to know about..."
Her voice was a husky purr that somehow sent a jolt straight down to Twilight's clitoris.  Heartless smirked and winked at Twilight, her tongue running across her lips slowly.


"R-Right..." Twilight said, shivering, "Sh-Should I transform too?"


"Not right now," said Daybreaker, "I think that would be a little too... distracting for you... and for me."


Her penises twitched, pumping a little dribble of precum from their tips. Twilight stared at the three Nightmares, feeling a mixture of fear and arousal, her cocks throbbing in time with the pounding of her heart.


"Now," Daybreaker remarked, Celestia's teacherly mannerisms peeking through the more sinister demeanor of Daybreaker, "I know you've been dabbling in mind control magic... Which, by the way, is a forbidden spell circle."


Twilight blushed and kicked the ground with her hoof ashamedly.  Daybreaker chuckled.


"...Please, if you hadn't begun on your own, I would have taught you myself.  'Forbidden' is a relative term when you're a goddess," she snickered, even as Nightmare Moon and Heartless laughed, "When you make the rules, what does it mean when you forbid a rule?"


Nightmare Moon shook her head with amusement.  "Tia, just get to the lesson already!"


"Very well," Daybreaker huffed, "Anyway, mere hypnosis magic is just child's play compared to what a Nightmare's innate abilities can do.  Controlling minds is merely beginner's material, a party trick, at most.  A fully controlled and restrained Nightmare can do so much more than that.  We can control SOULS."


Twilight's jaw dropped.  "Control souls?"


"Yes," Nightmare Moon agreed, "It was what I was going to do to Equestria, if you and your friends hadn't gathered the Elements of Harmony to stop me and purify me...  Which, make no mistake, I'm eternally grateful for."  She glanced off to the side, somehow looking exceedingly guilty despite her fearsome appearance.


"I think this calls for a little demonstration," said Daybreaker, giving a fanged grin, her members pulsing and throbbing, dripping orange glowing goo onto the stone floor.  She wasn't the only one.  Midnight blue semen pumped steadily and slowly from Nightmare Moon's penises, while amethyst goo dripped from Heartless's rods in a continuous, thick trickle, all of their cum mixing and mingling on the stone.


"Guards, you may enter!" Daybreaker called, her voice softening to Celestia's regal tones, as three Royal Guards entered the room, each from one of the Princesses' personal retinue. A golden armored stallion with grey fur, a black bat-pony wearing silver armor... and Shining Armor, Twilight's older brother.  In her half-trance, Twilight couldn't quite manage to be shocked and embarrassed that her brother was about to see her naked and aroused, with her cocks on full display.  Instead, she just felt a mild anxiety and a little warmth in her cheeks, but otherwise remained calm and docile.  


"Twily?  What are you...?" Shining began, spotting his little sister.  The handsome young stallion then took in the sight of the three Nightmares standing nearby.  Twilight couldn't fault his reaction time as the first thing he did was draw his sword from its scabbard and point it at the three Nightmares.


 "Nightmare Moon!  Go, sound the alarms, gather the Elements of Harmony, I'll delay them as long as I can!" he shouted to the two other Royal Guards, who had been startled by the appearance of the three Nightmares, as well.  Shining was a good fighter, Twilight knew; if anyone could hold the Nightmares back long enough to summon reinforcements, it was him.  


"Be still," commanded Heartless, her eyes flaring violet as magic blazed around her horn.  Shining froze in place, unable to move.  His eyes widened and his jaw clenched, but otherwise he remained motionless, his sword still pointed at the Nightmares.  His eyes darted from side to side, his body straining to move, to no avail.  The other two guards were likewise paralyzed, their eyes wide with alarm.


"What's my brother doing here?" asked Twilight.  The question was merely curious, not concerned or worried, despite her brother's peril.


"Let Daybreaker explain," Heartless said, smirking as she sidled up to her husband, reaching down to fondle his groin through his uniform trousers.


"...As an abbreviated explanation to get to the demonstration a little faster," Daybreaker said, "Nightmares can perform a magic called enthrallment.  By subsuming a portion of a victim's soul, and infusing them in return with a Nightmare's power, the victim can be completely dominated, body and soul, and given a measure of power and physical enhancement.  They are remade in the Nightmare's image."


"Are you going to do that to Shining?" Twilight asked.  Daybreaker's grin only grew wider.


"No, Twilight, Shining has been a thrall for a few years now," Heartless chuckled, "I enthralled him on our wedding night."


"Wait, what?" Twilight said, blinking.  Her mind tried to catch up, but it was like trying to grab hold of mist.  She couldn't muster any emotion beyond mild surprise.


Shining Armor's face was a twisted mask of confusion too, as he peered at Heartless's face, apparently recognizing Cadance in the Nightmare's features.


"Thrall Shining. Reveal yourself," Heartless commaned.


For the briefest moment, Twilight caught a glimpse of her brother's face turning utterly, completely emotionless.  But then there was a blaze of amethyst light that engulted her brother.  There was a crackling, tinkling noise; a sound like glass cracking slowly, splinters and fractures spreading through it.


When the light faded, Shining's clothing had changed rather dramatically.  His gold armor and his uniform were gone.  Instead, faceted amethyst crystal plates covered his chest, hips, legs, and forearms; sharp-edged and gleaming, reflecting the light in a dazzling display.  His face was hidden behind a featureless crystalline mask.  Only the outlines of his eyes were faintly visible through the gemstone.  His penis was painfully erect, standing straight out from his sheath, a web of veins bulging along its mottled pink and white length.  


His posture was ramrod straight, his body held stiff and still.  The only movement came from his chest rising and falling with his breaths and from his throbbing, pulsating cock.  Semen dripped steadily and slowly from the tip, forming a growing pool of milky white liquid on the floor.  On his hip, his cutie mark had changed from a shield with three stars to a cracked, bleeding purple heart.


"This is Shining Armor's true form," explained Heartless, smirking, "He can pretend to be a normal, sentient pony; but he's actually completely mindless and soulless, except for the tiny piece of my soul that's infused within him.  He has no free will.  He's a mindless, obedient drone, and he does anything I want him to do.  Anything at all.  Isn't that right, my little drone?"


"Yes, Mistress," Shining Armor replied, his voice monotone and flat.  It wasn't the voice of an individual.  It was merely the sound of a soulless puppet speaking its master's will.  His body was nothing more than an extension of Heartless's will.


"Watch," said Heartless, smirking, "Thrall Shining, pleasure yourself."


"Yes, Mistress," said Shining Armor, his voice still completely devoid of emotion.  His hand moved down to his throbbing cock and he began to stroke it slowly, his eyes staring blankly forward.  He showed no sign of pleasure or discomfort, just mechanical motion.  His shaft was rock hard, dripping steadily and profusely, forming a puddle of gooey, slimy semen beneath him.  But his face remained impassive, his breathing unchanged.  Only the slow, methodical pumping of his hand along his cock indicated any kind of reaction.


"Thralls reflect their mistress's forms usually," Daybreaker explained, "Captain Magnus, please, reveal yourself."


"Yes, mistress," replied the grey-furred stallion in the gold armor, his voice a dull monotone. A moment later, orange, blue, and gold flames engulfed him, obscuring him from view briefly.


When Magnus became visible once more, he was on fire.  Flames wreathed his chest, wrists, and ankles.  His entire face was obscured by orange fire, constantly crackling and burning.  Oddly, the fiery mask and clothing gave off little heat, seeming to exist solely for the aesthetic effect.  His cutie mark of a crossed sword and mace had become a blazing golden sun, the rays long and spiky. His cock was rock hard, throbbing and twitching as he stared blankly forward, his expression unreadable.  Daybreaker grinned at him.


"Thrall, do a handstand, and don't stop until I tell you to," Daybreaker said with a chuckle.


"Yes, Mistress," Magnus replied in the same emotionless tone as before, his movements mechanical and precise.  He got onto his hands and kicked his legs up into the air, holding himself steady on his front hooves.  His body was rigid and unmoving, his arms locked straight, his legs stiff and motionless.  His breathing was steady and even, his cock still rock hard, twitching and pulsing, dripping a constant stream of glowing, orange pre-cum.  He was the very picture of a perfect soldier: strong, disciplined, obedient... and completely lacking in personality or individuality.  


Twilight was so distracted by this display that she almost missed Nightmare Moon commanding her own guard to transform.  She missed his name somewhat...  Shadowstep, maybe?


The bat-pony vanished into a void of night sky made manifest around him, before reappearing, transformed.  His face was now covered by a featureless starry void, blacker than the darkest night.  His body was covered in armor made of a mysterious black material, smooth and sleek.  His fur was black as coal and his mane and tail flowed and shifted like the tides of a black ocean.  His penis stood rigid and straight out from his sheath, a constant trickle of midnight blue, glowing semen dribbling from its tip.  Like the others, his cutie mark had transformed to match Nightmare Moon's, marking him as her property.


"Thrall, lick my hoof, and keep licking it until I say otherwise," commanded Nightmare Moon, snickering, and lifting a hoof for the thrall to reach.


"Yes, Mistress," said the thrall, his voice a dull monotone.  He dropped to his knees before her, his head bowing low as he began to lap at her hoof with his tongue.  His movements were slow and methodical, his tongue running over the smooth surface of her hoof, his eyes staring blankly ahead.  His cock throbbed and dripped as he continued to service her hoof, his tongue running over the curve of her pastern, the base of her fetlock, the top of her cannon bone.


"You see, dearest student?" Daybreaker said, "A thrall has no will of its own.  It is merely an extension of the Nightmare's soul.  It does not think or feel for itself.  It is a tool to be used.  A puppet to be controlled.  It exists to serve the will of the Nightmare that enthralled it."
Twilight stared, trying to process this information.  It was a lot to take in.  But the implications were clear.  If she learned this power, she could have her very own army of mindless drones, each one utterly devoted to her.


"So... I could transform my friends into thralls like this?" she asked, shivering at the thought.


"It's not something to be done lightly, my dear student," Daybreaker said, stepping forward to meet Twilight's glassy gaze with her own fiery stare, her cocks still dripping orange glowing pre-cum onto the stone, "Enthralling someone requires you to take a piece of their soul and replace it with small portion of your own will and power.  It cannot be undone."


Twilight's eyes widened as the implications of this sank in.  She looked at the three enthralled stallions, their cocks rock hard and throbbing, their faces blank and emotionless.  Their bodies moved without hesitation or thought, obeying the will of their respective Nightmares.  They were puppets, tools, toys.  Their bodies were nothing more than vessels for their mistresses' desires.  Their souls were gone, replaced by a Nightmare's power.  They existed only to serve.  To obey.


"They can take on a shadow of their personalities and mimic their original mannerisms and appearance, but this is who they are inside," said Heartbreaker, watching the faceless Shining continue to jerk his cock in an almost mechanical motion.  She smirked, "For what it's worth, it's apparently an immense, unparalleled pleasure to be enthralled; like living in a world where you're in a permanent state of blissful afterglow."


Twilight shuddered at the thought.  She could imagine her friends being reduced to this state, their bodies and minds enslaved to her will, their cocks rock hard and dripping constantly, their bodies nothing more than vessels for her pleasure.  She could make them do anything she wanted.  They would be her playthings, her toys, her property.  The thought was intoxicating and arousing.  Her cocks were rock hard and throbbing, aching with need.  She could feel her pussy growing wet and needy.  She wanted to use her friends like this.  To make them hers, to control them, to dominate them.  To have them pleasure her endlessly, to use their bodies for her own satisfaction.


But the thought of stealing their souls away forever, of destroying their wills and personalities permanently...  that was something else entirely.  That was a line she wasn't sure she wanted to cross.


"...You probably wouldn't want to do this to anyone you particularly care about unless you're a little twisted that way," Nightmare Moon remarked, throwing Heartless a pointed glance.  The amethyst Nightmare shrugged, looking mildly guilty.


"Hey, it was consensual in my case," Heartless said, "I didn't mind-control him into it.  Once he saw me do it to someone else, he practically begged me!  He spent literal MONTHS letting me peg him and use him, fantasizing and roleplaying about me turning him into a mindless, soulless sex slave.  He was practically BEGGING me to do it to him by the time we got married.  And I asked him if he was sure, at LEAST twenty different times."


"I believe you, sister," Nightmare Moon said, "Just... you know.  Don't be a bad influence on our sweet, innocent little Twily, here."  She smirked, her eyes glowing with an evil light.


Twilight was learning things about her brother she wasn't sure she'd ever wanted to know.  She glanced at him as he pumped his swollen flesh, his body rigid and unmoving, his eyes staring blankly into the distance from behind his jewel mask.  His cock was rock hard and throbbing, a constant stream of semen dribbling from his tip, forming a puddle on the floor beneath him.


"Now, Twilight, it's time for the purpose of your 'special friendship lesson,'" Daybreaker said, emphasizing the last three words.


Twilight's mind cleared of all the extraneous thoughts, the confusion, and the questions.  The world faded into fuzziness as she returned back to a full trance at the trigger words, her eyes glazing over.  She stared straight, her expression blank, her posture slack.


The last bit of awareness was Daybreaker's voice murmuring instructions into her ears...


⁂


Midnight Sparkle was unusually single-minded at the moment.  Becoming a Nightmare usually unleashed all the suppressed urges, intrusive thoughts, naughty impulses, and darkest desires that Twilight had accumulated in her life... which meant that Midnight's mind was a very, very chaotic place.


Right now, however, there was one overriding desire that had her completely focused and obsessed... and it was to obey.


The little child-like Nightmare followed Celestia, who had returned to her normal form in the public parts of Canterlot Castle.  Midnight wasn't thinking of much of anything except to follow.  She had been told to follow, so she followed, walking alongside Celestia without any emotion or thought.  The only thing that broke through her obedient mindlessness was the occasional throb of her two erections; pulsations of pleasure that reminded her that, even if her mind was utterly blank and docile, her body still had needs.


The years of hypnotic conditioning and brainwashing and enchantment under Celestia could even override the strong, dark will of the Nightmare, reducing it to meek obedience.


"I already have arranged to find a good candidate for your very first thrall, Midnight," explained Celestia as her gold-clad hooves clicked on the stone floors, "Someone useful, intelligent, and a trusted associate.  Someone who can be of great help in assisting you in managing your new powers."


"Of course, Mistress," Midnight replied, her voice a dull monotone.


Celestia led her young protege into a side chamber, a comfortably furnished guest room.  It had a large four-poster bed and a small writing desk.  In the corner was a comfortable, overstuffed recliner.  And sitting in the chair was Starlight Glimmer, Twilight's own protege.  The unicorn mare was reading a book, a magical orb of light hovering above her head, providing illumination for her to read by.  Her mane and tail were a deep, rich purple with streaks of turquoise running through them.  Her eyes were a brilliant, vivid violet, and her coat was a pale fuschia.  Her cutie mark was a four-pointed star with a cyan wisp of magic swirling from it.


"Eep!  P-Princess Celestia!" Starlight squeaked, dropping her book and jumping to her hooves.  She dipped her head in a low bow, her horn aglow.  "I-I wasn't expecting to see you tonight!"


"At ease, my little pony," Celestia said with a smile, "You know Twilight's special friendship lessons are happening tonight.  I actually need your help.  In order to progress in her alicorn training, she needs to... experiment and practice her newfound abilities.  And I want her to start with you."


"Uh... well, of course!" Starlight said, nodding her head vigorously.  "Whatever she needs.  Whatever I can do to help."


Starlight blinked, taking notice of the little foal standing beside Celestia, her head tilted to the side.  She blinked, her cheeks flushing red as she took in the nude child, her deep purple fur on full display to the world.  The glowing, slitted cyan eyes, the large cock between her thighs... and the other equal-sized cock jutting up from the base of her first foalhood.  It was a strange and alien sight, and Starlight was taken aback for a moment, before her mind caught up to the rest of her body.


"Oh, uh..." she stammered, her blush deepening.  "I, uh... W-Who is this with you, Princess?"


"This is Twilight," said Princess Celestia, gesturing to Midnight with her hoof.


Starlight blinked.  "T-Twilight?"


"...Well, mostly. I'd like to introduce you to your teacher's other self, and your new mistress: Midnight Sparkle," Celestia said with a grin, "She's Twilight's innermost desires made manifest.  And she's who you'll be serving from now on."


"I-I'm sorry, Princess, but I'm not sure I understand," Starlight said, her eyes widening, her blush deepening even further, "I mean, I've seen some weird stuff since I joined up with Twi... but she's... she's just a child!  A-And she's got two... two...  penises!  A-And a pussy... Oh gosh, I shouldn't be talking like this!"


"It's fine," Celestia said, smiling, "There's nothing to be embarrassed about, my little pony.  Twilight needs to practice her powers on someone, and she needs to start with a friend."


"Um... Okayyyy?" Starlight said, her head spinning.  "I'm sorry, but I'm still a little confused about what you're asking of me."


"I'm not asking anything of you, Starlight," Celestia said, "Midnight, listen closely."


There was an awkward moment where Celestia dropped to a knee and bent down to whisper into Midnight's ear which stretched on for far too long for Starlight's comfort, given that Midnight's erect phalluses never wilted and her eyes remained glazed and vacant.  Starlight fidgeted in place, wondering if this was all a prank or a joke or some sort of test.  


But if Twilight was involved, then it was probably a real situation, and Starlight should probably take it seriously.  So she waited patiently until Celestia finished whispering into the little filly's ear and then pulled back, her horn glowing and her eyes shining.  She smiled down at the child, then patted her on the head gently, giving her a gentle kiss on the forehead, before snapping her fingers in front  of the little girl's face.


Midnight gave a little jolt, blinking and shaking her head to clear it, her ears twitching.  She glanced around the room with a confused look on her face, as if she had just woken up from a deep sleep and was still trying to orient herself.  But as she did so, her gaze landed on Starlight and her eyes went wide, her pupils dilating.  She licked her lips slowly, a predatory grin spreading across her muzzle.


Starlight swallowed hard and backed away slowly as the filly began to advance on her.  She glanced at Celestia, who was still standing in the doorway, watching them intently, a small smirk on her lips.


Midnight Sparkle stepped closer and closer to the other unicorn, her body moving with a sinuous grace, her cocks bobbing and twitching, her tail swishing back and forth behind her.  Starlight continued to back up until her rump bumped against the writing desk and she had nowhere else to go.


"Hello, Starlight..." Midnight cooed, her voice a sultry purr.  Her twin shafts were rock hard, dripping purple cum onto the floor.  "Are you ready to be my thrall?"


"W-What?" Starlight said, her eyes darting from side to side.  She was trembling, her knees weak.  "W-What's a... a thrall?"


"You'll see," Midnight said, her eyes gleaming.  Her horn began to glow and a rainbow nimbus surrounded it.  "Just relax, and enjoy the ride."


The intellectual part of Starlight's brain was instantly fascinated.  She recognized the spell instantly, a variation on her Fiducia Compelus spell she had once used to (semi-accidentally) hypnotize and mind control Twilight's friends.  Except far more refined and powerful and quick to cast.


"Ooh!  How did you bind the aetheric currents into a spiral to enhance thaumaturgic energy flow?" Starlight inquired, having completely forgotten she was on the receiving end of this particular spell.  Her horn began to glow and she started to magically take notes, a quill scribbling in her notebook of its own accord.  "I've never seen anything like it!  How long have you been working on this?"


"Uh..." Midnight hedged, blinking.  She wasn't exactly the brightest of the three entities in Twilight's head at the moment, "A few months?"


"Hmm... I'm going to need to study this further," Starlight mused, her horn glowing brighter as she scribbled more and more notes into her book.  "This is fascinating."


Midnight stared at her, her mouth hanging open.  "You... are the biggest nerd in the world," she said after a moment, shaking her head, "And this is ME saying that."


"Oh, I'm sorry, I didn't mean to interrupt you," Starlight said, blushing.  "Please, continue your spell... But slowly so I can see the way your mana flows."


"O-Okay..." Midnight said, shrugging.  She focused her horn again, the glow around it intensifying.  The spell began to form around her, spiraling out in waves of rainbow light, surrounding the two of them in a shimmering aura.  Starlight watched with fascination as the magic swirled around them both.  The air seemed to grow heavy with power and the hairs on the back of her neck stood up.


"Oooh, is that a modified version of the Equisian-7th level binding circle?" she inquired, watching with awe as the spell took shape.  "I thought those were forbidden!"


"Shut up and let me hypnotize you," growled Midnight, rolling her eyes and huffing in annoyance.  She concentrated on her spell, and the world around them seemed to fade away, leaving only the two of them and the swirling rainbow energies.


Starlight could feel the magic wash over her, seeping into her skin and bones, making her tingle all over.  Her eyes grew heavy and her breathing slowed, and she felt her will being sapped away, replaced by a deep, calm, peaceful feeling.  All her worries and fears melted away, leaving only a sense of serenity and contentment.  All the questions and confusion she had felt moments before was gone, and she was filled with a sense of absolute empty-headed obedience.


Her notebook and quill clattered to the floor.  She stood there, her body slack, her eyes glazed and unfocused.  Her horn stopped glowing and her tail hung limp behind her.  Her expression was vacant and blank. Starlight's dress tented as her phallus hardened beneath her skirt.  She felt... nothing.  She was utterly relaxed, and completely and totally obedient.


"I obey..." Starlight intoned softly, staring off into the middle distance, her irises turned to whirling rainbows.


"Good start," Celestia praised, smiling as she fondled herself through her dress, "Now.  You need to fill her with your essence and bring her pleasure in order to 'loosen' her soul enough to take a portion of it and replace it with your power."


"I understand, Princess," Midnight said obediently, giving a fanged smile.  She turned her attention back to Starlight, who was standing in front of her, still in the trance.


"Get naked, Starlight!" she commanded cutely, snapping her fingers, "Strip down for me."


"I will strip down," said Starlight, her voice a flat monotone. She slowly pulled her clothes off and let them fall to the ground.  Her breasts bounced free from the confines of her dress, small but perky, with pink, fully-erect nipples.  She had a slender build, that of a teenager that spent much more time studying indoors than doing anything athletic or physical. Her hips were wider than her shoulders, giving her the classic hourglass figure. Her cock was roughly the same size as Twilight's in her normal form, though longer than Midnight's by almost half again.  Her furry vulva was clearly aroused, with her labia swollen and parted, her clitoris poking from its hood, and her slit dripping wet.  Her tail swished behind her, her ears flicking back and forth as she waited patiently for further instructions.


"Lay down on the bed and spread your hooves wide," Midnight ordered eagerly.


Starlight did as she was told, climbing onto the four-poster bed and laying on her back, spreading her legs apart.  Her mottled lavender and pink phallus rested on her stomach, the flare dribbling onto her left nipple.  She was blissfully empty-headed, her thoughts and worries and concerns replaced by a simple, overwhelming need to obey and be obedient.


Midnight climbed onto the bed and crawled over to Starlight, her twin members throbbing and pulsating, dripping purple semen onto the sheets.  She grinned wickedly, licking her lips, and gripped a penis in each hand, guiding them towards the mare's entrances.  Her trumpets prodded Starlight's vulva and rump in unison.  She paused for a moment, and then, with a powerful thrust, she pushed forward.


Starlight gasped as she was double-penetrated, two throbbing, steaming-hot, iron-hard rods of foalhood pressing inside her at the same time.  One slid deep into her slick, velvety sex, while the other plunged into her anus, stretching it wide around its girth, making her moan.  She could feel Midnight's shafts throbbing inside of her, sending waves of pleasure through her body, her mind utterly blank and devoid of anything but ecstasy.


Midnight groaned in pleasure, her eyes rolling back into her head as she hilted inside her newest conquest, the feeling of tight flesh and soft fur wrapping around both her shafts at once was incredible.  She leaned forward and rested her chest against Starlight's pelvis, her hips beginning to grind and gyrate, sliding her two lengths in and out of the mare's holes in unison, the squishy, wet, slurping sounds filling the air.


"That's it, Midnight.  Take her.  This is the reason that Nightmare semen is... colorful.  It contains a small but potent portion of your magical essence," Celestia explained as the little child began to buck her hips in rhythm, her twin shafts pumping in and out of the mare's rump and sex, the bed creaking beneath them.


Celestia was openly masturbating to the sight, one hand pumping her lower length, the other caressing her clitoris.  She marveled at Midnight, the culmination of centuries of effort, the perfect embodiment of all of her desires.  The little Nightmare was a living work of art, an immortal foal whose very essence was an expression of pedophilic lust and depravity.  She moaned happily, having to work hard to not orgasm at the thought of it.  


Midnight swiveled her little hips as she plundered Starlight.  The teenage pony was moaning faintly through the haze of obedience, her pussy squeezing around Midnight's shaft, her cock twitching as it rubbed against Midnight's tummy, smearing pre-cum all over her fur.  She let out a whimpering moan, her body shaking, her mind empty, her soul aching for more.  The little Nightmare may have looked and acted like a foal, but she was anything but innocent.  She knew exactly what she was doing, and how to do it.


She leaned down and began to place long, luscious slurps up the underside of Starlight's cock, like it was a lollipop.  Her tongue ran over the flare, tracing the edge, her fangs grazing the base, making the mare shiver and shudder, her pussy clenching around the child's cock.  Midnight grinned, her eyes flickering with a mischievous light.  She continued to lick and suck on the unicorn's member, her twin phalluses pounding in and out of the mare's pussy and ass, her hips grinding and bucking in rhythm, her tail swishing behind her.  The sound of the bed creaking beneath her and the wet, sloppy, squishy noises of her thrusting filled the room.


Celestia moaned happily, her hand pumping her lower cock rapidly, her other hand rubbing her pussy, her thumb teasing her clit, her juices flowing freely down her thighs.  Her upper length spasmed and flexed of its own accord, dribbling pre-cum onto her hooves.  She moaned, her muscles clenching, her body shaking, her breath coming in short, sharp gasps as she watched Midnight continue to pleasure the other pony.  She was almost enjoying watching the foal work more than she would have getting pleasured herself, the eroticism and obscenity of the scene so much more arousing when she was not participating in it.


Midnight, meanwhile, was lost in her own world of pleasure, her mind focused solely on the task at hand.  Her cocks pounded into Starlight, stretching her tight, making the unicorn moan and groan, her body quivering with each thrust.  Midnight was grinning, her tongue flicking out to lick at Starlight's cock, her lips closing around the head and sucking gently, making the unicorn moan and buck her hips, the sensation so intense and overwhelming that she was barely able to hold onto the little bit of sanity she had left.


Midnight giggled and pulled away from Starlight's phallus, a long string of saliva connecting her mouth to the tip.  She leaned back in and pressed her muzzle against it, her tongue lashing the underside of the shaft, her fangs grazing the flesh.  She teased Starlight's medial ridge, grinning as the touch made the entire length lurch, spurting pre-cum against the underside of Starlight's own chin.


"How are you liking being plundered by a lil' cute foal?" Midnight hissed, panting as she already felt the telltale tightening of her pelvic muscles, her body beginning to tense up involuntarily.


"Ah... It... It feels wonderful..." the entranced unicorn moaned, her voice a dreamy sigh.  Her hips were lifting back against Midnight's thrusts, her pussy clenching and squeezing around the little filly's cock.  Her cock twitched, the head leaking pre-cum into Midnight's tongue.


Midnight smirked, pulling her mouth off Starlight's cock.  "It isn't enough to be my student, is it?  After all your experimenting with mind control magic, you wanted to be on the other end of it, didn't you?  You wanted to be the mindless, brainwashed toy!  Tell me, is it as wonderful as you dreamed it would be?"


"Yes, I want to be controlled," Starlight said, unable to deny it, her voice a husky whisper.  She was on the verge of cumming, her cock rock-hard and throbbing in Midnight's grip.  She was so close, and yet, it wasn't quite enough.  She needed more.  She needed to be pushed over the edge.  And that's when Midnight gave her just that.


The little foal arched her back, driving both members as deep as she could go.  She made a cooing noise of ecstasy, her glowing cyan eyes rolling back in her head, her mouth falling open as she moaned.  Her two shafts pulsed, throbbing in unison.  Her cocks spasmed, and her body shook, her hips bucking as she unleashed a torrent of thick, sticky, virile semen into Starlight's rump and pussy.  Milky-purple goo spurted from the ends of her twin rods, splattering the inside of Starlight's tight holes, filling her with warmth and pleasure.  She moaned, her voice high-pitched and squeaky, her body quivering and shuddering with pleasure.


Starlight was powerless to resist.  She let out a squeal, her cock lurching, her pussy clenching around the shaft buried inside her, her anus squeezing the other member.  The feeling of warm, gooey, magical cum spurting into her most intimate places, the knowledge that this was the seed of a six-year-old foal, and the overwhelming pleasure of it all was too much.  She came hard, her cock erupting with a thick stream of cum that splattered onto her chest and belly, her own cock shooting out pearly-white semen and splashing onto her chest, her stomach, and her face.


"Yes, yes, good!" Midnight hissed, her voice a low growl, her tail lashing behind her, "Cum for me!"


Starlight was powerless to resist.  She came again, her cock firing off another stream of cum, this time splattering onto the bed.  The unicorn was lost in a haze of pleasure, her mind blank and empty, her body wracked with ecstasy.  She couldn't think, she could barely breathe.  All she could do was cum, over and over and over again, her cock pulsing, her pussy clenching around the shaft in her rump, her ass squeezing the other shaft in her sex.  She was cumming like never before, her body wracked with pleasure, her mind empty and blank.


Midnight was lost in her own orgasm, her cocks still buried deep inside the mare, her hips grinding and bucking as she continued to spray her gooey essence into Starlight's depths, filling her completely.  The pleasure was intense as she rocked, shuddering.  She almost got lost in it, nearly missing Celestia's voice.


"Now, Midnight.  It's time, like I taught you," she commanded, panting.


"R-Right," panted Midnight, shuddering as she turned her cyan eyes downward to Starlight's convulsing hip.


Reaching down, she placed her little palm on Starlight's cutie mark as her horn glowed with black and purple magic, crackling along her body.  There came an eldritch flash from beneath her palm and an amethyst blaze that consumed Starlight's cutie mark.  When the glow faded, the mark had been transformed.  Starlight's cutie mark was no longer a star and wisps.  Instead, it matched Midnight's own, a large purple starburst surrounded by smaller, eight-pointed stars.


Starlight's spine arched hard, her back leaving the bed and almost bending backward.  She was convulsing, with Midnight holding on for dear life. But a burst of magical force flung the little Nightmare free, sending her tumbling backward, still in mid-orgasm.  Starlight was engulfed in the same black and purple blaze, the eldritch flames roaring across her skin, covering her body, obscuring her from sight.


Midnight, still slinging dual ropes of thick, purple semen all over the bed and herself and the floor, tumbled off the side of the four-poster, landing awkwardly on her backside.  Her phalluses continued to throb and pulsate, her orgasm still in full force as she tried to find her footing.  Her wings beat furiously to get upright, settling her back on her hooves.


"Oh, my dear little Nightmare, I think you've succeeded," praised Celestia as she finished pumping her twin shafts, releasing a double-barrage of royal semen onto the floor and against the wall.  She stepped closer to the magical vortex, shielding her eyes from the glare with her wing.  "Look at that!  That is absolutely beautiful."


The dark light faded away, revealing Starlight's new form.  She was smaller now, her body regressed to that of a young filly, maybe eight years old or so.  It was still her, still the same unicorn mare with the fuchsia fur and purple mane and tail, but now she was the size of a foal.  Her body was slender and lithe, her hips wide, her chest flat.  Her legs were shorter, her hooves daintier.  Her face was younger, her muzzle softer, her eyes wider and more innocent.  Her hair was still purple, streaked through with cyan highlights.


But her eyes were the empty void of space, filled with stars.  She had no irises or pupils.  Her eyes were pools of blackness dotted with distant, twinkling lights.  Her expression was studiously neutral as she stood up, her body moving with unnatural grace and precision, her movements mechanical and precise.  Her erection bobbed between her legs, a bit smaller than it used to be, but somehow looking even more engorged and swollen.  She was completely silent, her eyes staring straight ahead, her expression blank.


Her flare puslated as semen dribbled down the underside.  Her cock twitched and throbbed, a steady stream of cum leaking from the tip.  She was motionless and silent, save for her throbbing penis and her steady, robotic breathing.  She stared at the other ponies with her dead, empty eyes.


"Is... Did I...?" Midnight asked, her young voice getting a little squeaky in excitement, and... mild confusion.  This was not what she expected.  She expected an armored or bodysuited, faceless minion, not a foal-version of Starlight with weird eyes.  "I'm not entirely sure I did that right..."


"No, no, you did it exactly right, dear," Celestia said, shaking her head and grinning, "This is a Thrall.  The form they take is determined entirely by your Nightmare. Close your eyes, and feel your aura flow.  You should feel a connection to her now..."


Midnight did as instructed, her little brow furrowing as she closed her eyes and tried to focus on the strange, tingling sensation in the back of her mind, like a tiny little itch that she couldn't quite scratch.  She concentrated on it and felt something, a thread, an anchor, a connection, a tether to something that was not her.


And then she opened her eyes and gasped as she suddenly felt the mind and soul of another being in the back of her thoughts, a presence that was both her and not her.  She could feel Starlight's emotions and desires and thoughts, as if they were her own, as if the unicorn had become an extension of her own will.  It was intoxicating and exhilarating, and she felt a surge of power and control wash over her.  This was a level of domination and mind control she had never experienced before.  The thrall was a part of her now, a piece of her soul.


"Oooh, that is so neat!" she cooed, her voice a husky whisper.  She giggled excitedly and pulled on that thread.


Starlight, without prompting, without a single word being exchanged, began to tap dance, her hooves clacking on the stone.  She did this for a few seconds before Midnight stopped her with a giggle, "Okay, that's enough!  Try something else!"


Midnight gave another tug, and this time, the entranced filly began to do the splits, her body folding in half, her legs spreading out to either side of her, her torso resting against the bed.  She held that pose for a moment before Midnight tugged again, and the thrall rolled over onto her back, her legs spread wide, her arms stretched above her head.  She lay there like that for a few seconds, her chest rising and falling slowly, her body completely relaxed and pliant, her expression neutral and blank.


Midnight grinned and snapped her fingers and Starlight began to do push-ups, her body rising and falling with each motion, her legs still spread wide, her rump swaying back and forth hypnotically. Starlight's flare rubbed back and forth into the carpet, spattering cum onto the floor as she kept pumping her body up and down, her hips rocking and gyrating with each movement.


"Oh, that is just delicious to watch," Celestia groaned, her cocks both hardening again at the sight of the thrall working out in front of her, her flanks rising and falling, rear end flexing.


"It's WEIRD.  It's like... she's... me.  I'm in her head, thinking FOR her," Midnight said, rubbing the side of her head distractedly.


"She is, to some extent.  She's now an extension of your will and soul," explained Celestia, even as Starlight continued to drive her hips against the floor, not showing a hint of exhaustion as she pumped faster and faster, her hips rising and falling, her tail swishing back and forth, "As you practice and get better at using your new abilities, you'll be able to do more.  See through her eyes, feel her senses, speak through her.  But for now, I would leave it to giving her orders to obey of her own accord.  Until you have a better sense of your new power and control of your Nightmare, you may not have perfect control over your thrall, and accidentally damage her mind and soul."


Midnight gulped at that thought, and nodded her head, "Right.  Don't do anything fancy.  Got it!"


"Good," said Celestia, stepping forward and placing her hand on the filly's shoulder.  She smiled at her fondly.  "You did very, very well tonight, Twilight.  You have learned to tap into your Nightmare's power and taken your first step toward mastering it.  But it will take time and practice, and I am here to help you every step of the way.  I am so proud of you, my student.  Now, it's time for another Special Friendship Lesson..."


Midnight's expression went slack, her pupils dilating, her ears perking up as her mind slipped back into warmth, bliss, and obedience...


⁂


Twilight... wasn't sure how she got back to Ponyville.  She just... woke up, and she was walking through the lamplit streets back towards her library.  She was walking alongside someone, but she had no memory of how she had gotten here.  She didn't even remember leaving the castle.  The last thing she remembered was a special friendship lesson about... about...


Twilight shook her head, trying to clear the fog.  As she did, she blinked in surprise.  Starlight Glimmer was walking slightly behind her, her face studiously blank.  She was a teenager again, fully clothed and...  why was THAT strange?


Most of the lesson came flooding back to Twilight in a rush, and she could still feel the invisible tether binding her to her new... thrall.


Oh.  That's why it was strange.


Twilight glanced sideways at Starlight, who was staring straight ahead, her expression vacant.  Her eyes were back to their usual vivid violet, but something about them looked cold and dead.  She had her normal, teenage body back, her fur was its usual fuchsia, her mane and tail were purple and cyan, her cutie mark was back to normal... and she was following Twilight without a word of protest.  And yet, Twilight knew that something fundamental had changed within her.


"Hello?" Twilight asked, breaking the silence.  "How do you feel?  Are you alright?"


"Yes, Mistress.  I feel nothing," Starlight said, her voice a flat monotone.  She had no inflection, no emotion, no life in her voice whatsoever.  She sounded like a machine.


"Nothing at all?" Twilight pressed, "No thoughts?  No desires?  You... remember what happened, don't you?"


"I feel nothing," Starlight said, "My Mistress's will is the only thing that matters.  I obey, without hesitation, without question, without doubt.  I am yours to command."


Twilight shivered.  "That's... that's creepy, Starlight.  Can't you act like yourself?  Like you're... not mind controlled?"


Starlight stared at her blankly.  "If my Mistress commands.  This thrall will obey."


"Then... act like you're not a mindless slave!" Twilight commanded, "I want you to be yourself.  To not... be a creepy, mind-controlled puppet."


"As you command, Mistress," Starlight said.  A second passed, and she seemed to shake herself, her eyes refocusing, her expression changing.  In a moment, Starlight went from a blank-faced, empty husk to a vibrant, alive pony, albeit with a slightly distant stare. Her posture softened from its robotic rigidity, her ears perked up, her tail swished.  Her muzzle curved up into a smile and she giggled, though there was a certain emptiness behind her eyes.  


"Is this better, Mistress Twilight?" she asked, her voice warm and friendly, her tone pleasant.  "I can be anything you want me to be."


"Uh... yeah.  Yeah, that's better," Twilight said, nodding her head, still disconcerted, "But... uh..."


"I'm still a thrall.  A mindless slave, utterly devoted to you," Starlight said, her voice still pleasant, her smile unwavering.  "Just because I sound like myself doesn't change what I am inside.  Your will is mine, and I will do whatever you ask of me."


"Uh... right.  Okay then," Twilight said, feeling a little unnerved.  She still wasn't sure how to deal with the fact that her student was now an extension of her will, a puppet for her to use as she saw fit.  She shook her head and tried to clear her mind.  She was going to have to get used to it, and she figured she'd have to start somewhere.  "So.  I guess we should get home.  And... I dunno, do whatever it is we normally do."


"Of course," Starlight said cheerfully, "After all, I only exist as an extension of you now.  I am yours to control."


"...Yeah, I think I preferred the monotone," Twilight grumbled.


***


Explaining the situation to Spike was... complicated.  But they set Starlight up in her guest room, letting her go about her business for the time being.  Twilight could feel her in the back of her head, a constant presence, like a little voice whispering in her ear.  It was distracting and strange and she had a hard time focusing on anything else.  She found herself getting lost in thought, her mind wandering to the things she could do now that she had a thrall.


But as the evening wound down and she prepared for bed, her nightly trance kicked in.  She made her way to Flurry Heart, her mind on autopilot, and took the foal in her lap, beginning to pump into the little foal's pussy, her mind blank and docile.


And the night went on, as Luna raised the moon and began her nightly work.


⁂