Of all of the national holidays, Scootaloo’s favourite was definitely Nightmare Night. She loved thrills, being scared and playing pranks, all of which were common practice.

Another, more secret pleasure of hers was dressing up. Her wolf costume was one of her only pieces of clothing that she took care of. It usually hung in her wardrobe neatly, patiently awaiting the next year’s night of spooks and scares.

However, on the morning of one particular Nightmare Night, an excited Scootaloo hopped out of bed and rushed to grab her beloved costume and try it on only to hear a loud popping noise as the stitches holding the outfit together snapped when she tried to force her body, which was three years older than the first time she’d worn it and had grown quite a bit, into the tight costume.

Thus, she found herself trotting alongside her friends to Rarity’s boutique, planning to request that the costume was altered to fit her more developed body.

The afternoon sun beat down upon the fillies, who trotted through Ponyville’s main street and town square as various grown ups set up decorations and fair attractions for the night to come.

Scootaloo had her costume neatly folded (by her mother, who consoled her after she came cantering down the steps in tears at the destruction of her prized possession) and placed in her saddlebag, while Sweetie Belle and Apple Bloom both carried pieces of paper with crude drawings of the designs they wanted their costumes to be based on.

“So, what costume are you gonna wear tonight, Sweetie?” Apple Bloom inquired, knowing that her sister would make anything she asked for.

“Well, Button and I are--” Sweetie began, prompting a groan from the other two fillies. Sweetie had been with her coltfriend, Button Mash, for just a few months and they were already acting like they’d been together for years.

“Why are you two always doing such uncool romantic stuff?” Scootaloo interrupted.

“I haven’t even told you what we’re gonna do yet!” Sweetie squeaked frustratedly.

“Fine, tell me then!”

“We’re going as a creeper and a zombie from Hoofcraft!”

Scootaloo made an exaggerated ‘blech’ as she heard the name, “Is that the dumb video game you two always play together? I told you it was gonna be uncool!”

“A-Ah don’t think it’s uncool, Tender and I are matching as well!” Apple Bloom chimed in, making Scootaloo roll her eyes.

“Not you too!” she cried.

“You’re just jealous ‘cause you don’t have a coltfriend of your own!” Sweetie accused. Scootaloo huffed.

“I-I’m not jealous!” she said with almost no trace of sincerity. She looked around to see if there was anything she could use to change the subject. Her eyes latched onto a pair of bat pony stallions putting up Nightmare Night-themed decorations.

They wore black armour which glistened as the sun’s rays struck it, their faces dead serious, contrasting the joyous and playful nature of the afternoon as they nailed the decorations to the storefront.

Scootaloo watched their powerful wings beating, keeping them stable in the air as they glided to the ground and trotted past the three fillies.

It wasn’t strange to see bat ponies around Ponyville in the hours leading up to Nightmare Night. Since Princess Luna’s return, they had become a staple of the preparations. If one was lucky, they could even see the Princess of the Night herself trotting around Ponyville, ensuring her favourite night of the year went as smoothly as possible.

“Hey girls, why are Princess Luna’s guards all bat ponies?” Scootaloo asked, partially to switch the subject away from the ‘uncool’ costumes and partially due to her curiosity.

“Ah heard that the Princess made the bat ponies to scare fillies and colts into goin’ ta bed!” Apple Bloom answered.

“That’s just what they tell little foals who won’t go to sleep!” Sweetie said, rolling her eyes at her friend’s gullibility. “I read about the origins of bat ponies in Princess Twilight’s library during one of my magic lessons!”

“I knew that getting lessons with Twilight would make you an even bigger egghead!” Apple Bloom teased.

The white filly rolled her eyes, “Princess Twilight says that learning lots of general stuff helps open my mind to magical learning too!”

“That’s just an excuse to make you read!”

“Is not!”

“Is too!”

Scootaloo groaned, “Are ya gonna tell us or not?” she interrupted, putting a stop to her friends’ antics.

“Princess Luna turned pegasus ponies into bat ponies to help her watch over her night, before she became Nightmare Moon, not because of some silly fairy tale!” Sweetie explained, rolling her eyes at Apple Bloom.

Another pair of night guards passed by, their wings on full display as they marched proudly past the fillies and in the same direction. Scootaloo glanced down at her own wings, fluttering them lightly. She’d always been jealous of other pegasi. Every other pegasus in her class managed to pick up flying with relative ease, yet she’d never managed to pick herself more than a foot from the ground for a few seconds.

A cunning plan quickly formed in Scootaloo’s head, one which might fix her problem once and for all.

“H-Hey, I really, really need to pee. Why don’t you two go on ahead, I’ll catch up in a bit!” she said, being greeted with bemused looks from both of her friends.

“Are ya sure y’all don’t want us to just wait for ya?” Apple Bloom asked.

“Y-Yeah, I’m sure!” the flustered filly insisted, pushing her confused friends further down the street and quickly stepping back. “I’ll be quick, promise!”

“Okay…” they both said in unison, slowly trotting off towards the boutique. They glanced over their shoulders every so often, trying to work out exactly why Scootaloo needed them gone.

They could never have guessed.

Scootaloo briskly trotted in the direction the bat pony guards were heading until she was sure her friends wouldn’t notice her, at which point she galloped as fast as her little hooves could take her towards where she knew she’d find Princess Luna.

As she expected, the Princess was using Princess Twilight’s castle as a base of operations for orchestrating her perfect evening. Scootaloo watched from afar as bat pony guards streamed in and out of the palace.

She slowly walked towards the door to the castle, listening to the guards talking to what appeared to be their commanders or leaders of some kind, offering reports on the state of various ‘quadrants’, whatever that meant. Once they received the reports, the commanders would head into the castle, Scootaloo assumed that they were going to Princess Luna herself to tell her the messages delivered by their inferiors. They would lead her straight to the Princess!

The filly took a deep breath and trotted up the steps, passing by the day guards that stood watch outside. They were familiar with her, having been involved in the process of cleaning up after whatever mess the crusaders had made while hunting for their cutie marks. The two ponies nodded curtly to her as she passed by, shooting a knowing glance at each other.

Once inside, Scootaloo followed the bat ponies who headed in before her. Eventually, she arrived at the doors to the Crystal Throne room, where the guards opened the doors and stepped inside, closing the doors behind them. She confidently trotted up to the doors herself, only to run straight into the blunt hilts of two spears held in a cross by a pair of stoic night guards.

“Halt!” they said in unison. “State your name and the business you have in the castle!”.

“I-I’m Scootaloo and I have to see Princess Luna.”

“That much is obvious,” said one. “But why do you have to see Princess Luna?” completed the other.

“Because I want her to turn me into a bat pony!”

The two guards fell silent, their expressions wavering for a moment as they both struggled to hold back chuckles and remain serious. Their efforts were in vain, however, as they both broke into a fit of laughter.

“H-Hey!” Scootaloo said, anger written on her face. “Wh-What’s so funny!” she asked, stomping her hoof on the ground in an attempt to appear intimidating.

“Th-The Princess doesn’t turn just anypony into a bat pony!” a guard managed to explain between cackles. “You gotta be real special for that nowadays, there hasn’t been a non-natural bat pony in thousands of years!”

“W-Well maybe I am real special!” she shot back, tears welling up in her eyes. Thousands of years? There had to be a way to get past the guards and get the Princess to make an exception for her, there just had to!

The guards stopped laughing for just long enough to look at her, then each other, and back at her before breaking back into their mocking chorus.

“K-Kid, no offence but--” the guard was cut off by a kind, regal voice from inside the castle door.

“Is that the voice of Scootaloo I hear?” Princess Luna called, causing the guards’ amusement to vaporise almost instantly.

The sound of shuffling papers and hooves against the crystal floor sounded from behind the door before it swung open to reveal none other than the Princess of the Night herself.

“O-Oh, y-your highness!” the guards said, desperately clambering to return to their posts on either side of the door.

“W-We were just dealing with this dumb ki-- I mean…” one of the stallions flusteredly began.

“Lovely little filly!” the other finished, offering his best false smile.

“Scootaloo is not a filly to be ‘dealt with’!” Luna started, looking down her nose at the two guards, whose ears flattened as they realised that she’d heard everything they’d said. “She is one of the Cutie Mark Crusaders and is instrumental to my plans for tonight, which I might remind you is my favourite night of the year. I would hate to know that my own guards were to stand in the way of my happiness by not allowing my most important advisor into my planning space!”

“B-But she isn’t on the list!”

“Does a pony need to be on a list to have her Princess’ permission to enter her planning room?”

“N-No, Princess…”

“Then I suggest you lower your arms and allow my prized strategist into my war room!”

Scootaloo smiled at the guards innocently, her tears evaporating quickly as the two guards lifted their spears to allow her to pass into the large throne room, she poked out her tongue at them as she trotted by, flicking her tail at their faces in playful rebellion.

The inside of the room truly did look like a war planning room, just like Scootaloo had seen in movies and read about in her action books (which were totally different from the nerdy books Sweetie Belle read, she’d checked with Rainbow Dash and gotten each one certified as being totally cool). A large table sat in the centre of the well-lit room with a huge map of Ponyville spread across it. Various small flags of different colours were placed along the map’s streets and atop buildings, indicating where various events were to take place.

“Woah!” Scootaloo exclaimed as she stared at the various papers strewn around the room.

“‘Woah’ indeed, Miss Scootaloo. This year, I will use all of my power to make everypony’s Nightmare Night the most fun they have ever had!” Luna said, smiling down at the awestruck filly. “I see you have at last realised your true talent and received your cutie mark, it suits you well indeed!” she remarked, making her ‘advisor’s’ ears perk and tail flick happily behind her.

“Yeah, it’s cool, huh?”

“Incredibly so! Now, what is it that is so urgent, should you not be preparing your costume? You aren’t having problems with your dreams again, are you?” she asked.

“No, I a-actually had something to ask you to do for me!”

“Ah, you want me to change your race to one of a more night-oriented persuasion?”

“Uh…” Scootaloo hesitated, trying to work out what the Princess’ cryptic wording meant. “N-No, I want you to make me into a bat pony!”

“That is what I said, no?”

“Right…” she trailed off, sometimes Princess Luna was way too weird, even for her. “Anyways, can you? Pretty please?”

Luna sighed, a slight grimace spreading across her face. “Might I ask why you so desperately want to change your species?” she asked. She had an inkling of why the filly might want to make the jump, but she had to hear it from her own mouth.

“Th-The doctors say my wings will probably never work normally…” she explained. “But if I got a new pair of wings, then I could fly!”

“Ah, then it is as I thought…” she trailed off, summoning the mettle to tell the filly her verdict. “I’m sorry Scootaloo, but the ritual I used to create the first bat ponies is only effective on very young foals, it just wouldn’t work on a filly your age!”

Scootaloo fell silent, feeling her tears from earlier welling up behind her eyes once more. “I-Is there no way at all? H-Have you tried it on somepony my age before? Maybe it would work!”

Luna hesitated for a moment. “There is one way to-- No, I cannot do such a thing.”

“So there is a way? What is it? Can we try it?” Scootaloo’s eyes lit up as she stared up at the alicorn hopefully, it looked as though there was still a chance for her plan to work!

The Princess closed her eyes and furrowed her brow in thought. All of her senses told her to deny her, to turn her down. Equestria wasn’t the same as it was before her banishment and this method violated many of the numerous new social laws she’d learned of not long after her return.

All the same, making an exception for one filly, the surrogate sister of one of the Elements of Harmony no less, would be fine, no? So long as she kept it quiet there would be no issue!

“Fine, I will help you become a bat pony.” She said, causing the filly standing before her to squee with joy and bounce on the spot repeatedly.

Luna continued, “If you truly do want to change your species, drink this before you begin tricking and treating tonight.” she instructed, focusing her magic and popping into existence a small vial filled with a pink, bubbling liquid and placing it in Scootaloo’s saddlebag. “Come to the Everfree Lake at exactly eleven-o'clock tonight, and tell nopony about this, understand?”

“Yes Princess, I’ll see you tonight!” Scootaloo said loudly as she turned and headed for the door.

Once she was out of sight, the princess returned to organising her night, adding an extra item to her extensive to-do list: Contact Enclave, acquire colts.

Later that evening, Scootaloo sat on her bed, her repaired wolf costume fitted snug around her body. She swirled the serum in its vial, watching the bubbles float to the surface and pop. She wondered what it was supposed to do, Luna hadn’t taken much time to explain herself but she figured the Princess would never do anything to harm her.

Her friends had questioned why she’d taken so long ‘using the bathroom’ but were placated when she’d made up a story about helping a colt with a cutie mark issue.

She did feel bad about lying to her friends, especially when it came to cutie mark problems, but Princess Luna told her to tell nopony, and she wasn’t going to mess up her last chance to fix her wings.

A tap sounded on her window, a stone had been flung from the ground to hit her window on the top floor of her house and snapped her from her daydreaming.

“Scootaloo?” came the familiar squeak of Sweetie Belle’s voice from outside her window.

She jumped from her seat on her bed, taking one last glance at the potion before quickly popping the cork from the top and downing it in one quick gulp.

Magic coursed through her body, making her head feel a tad lighter for a moment. She wasn’t used to the feeling of magic and she had to blink a few times to clear her head of its disorientation.

“C-Coming!” she called out of her window before sliding it closed and hurrying down the steps. Her parents weren’t home, having gone out to help the school PTA run attractions for the foals at the fair.

She quickly grabbed her candy collection pot and stepped outside, greeted with the smiling faces of her two best friends and their coltfriends.

Sweetie and Button looked exactly like the Creeper and zombie from ‘Hoofcraft’. Their costumes were immaculately made, Rarity had obviously put a lot of time into making them for the pair.

Apple Bloom and Tender Taps’ costumes weren’t nearly as well-crafted, but both looked plenty creepy. They’d decided to dress as ponies from the infamous legend of the Deep Sea ponies, an angler-fish pony species who hunted and ate land ponies. They both wore headpieces styled after the purple photophore used by deep sea ponies to attract ponies lost in the thick night mist that settled on the lakes they were rumoured to live in, and used coat paint to crudely draw out patterns on their sides, making them look mysterious and tribal.

“Finally! What took y’all so long?”

“Sorry girls, Miss Cheerilee gave me some extra homework to do before school tomorrow…” another lie, she told herself it was worth it.

Her friends always trusted her words and didn’t question her cover.

“Well, we’ve got approximately forty houses to hit before sundown, so let’s get moving!” Sweetie ordered, spinning and setting off down the streets of Ponyville.

It didn’t take long for the group to reach their first target. Scootaloo walked between her friends, who stood almost uncomfortably close to their colt friends. Neither of them had their first kiss yet as Rarity and Applejack forbid them from getting too close to each other so they simply resorted to getting as close as they dared without getting in trouble.

They knocked on the door of their first house, waiting with anxious smiles for the door to open. It clicked and creaked as a stallion swung the door open.

“Nightmare Night, what a fright give us something sweet to bite!” the five chanted in unison.

The stallion chuckled and levitated a glass bowl filled with candy towards their outstretched hooves, dropping a hoofful of candy in each of their candy pots.

Scootaloo’s ears flicked, she looked into the stallion’s eyes with an innocent, gleeful smile. He seemed to notice her especially, ruffling her mane and dropping a few extra pieces of candy in her bowl.

“What a scary wolf you are!” he said, bringing a grin to the filly’s face.

Sweetie Belle and Apple Bloom shot each other slightly envious looks.

“Thank you!” they all said, the stallion nodding and closing the door.

“You are very welcome!”

The group stepped away from the door, the first of many successful candy crusades to come.

Scootaloo didn’t think much of the extra attention she was given, her costume was the coolest and most scary costume in Ponyville, after all.

The group giggled and chatted as they went from door to door, happily snacking on their candy haul as they proceeded to knock on each door, amassing more and more candy.

By about the twentieth door they approached, Scootaloo noticed that all of the stallions who answered the door seemed to give her more and more candy as the night progressed.

“Hey guys, is it just me or is it getting really hot?” Scootaloo asked, her friends all shrugging and shaking their heads.

“I’m actually getting a tad chilly…” Tender Taps said.

“Really? I feel like I’m starting to boil!”

“Huh, that’s weird, maybe you’ve got a fever? Do you need to go home?” Button asked, leaving Sweetie Belle’s side and making his way to Scootaloo, feeling her forehead.

His coat brushed against hers as he sniffed the air, his tail flicking her rump unconsciously.

Sweetie Belle noticed this, clearing her throat loudly, “I think Scootaloo is just fine, Button, it’s just her costume.” she said plainly, making him realise his mistake and return to his filly’s side.

“Yeah, ah don’ think there’s anything to be worried about.” Bloom deadpanned, nudging her own colt, who was starting to stare at Scootaloo’s swaying flank as they walked, making him blush and snap his gaze back up.

They proceeded in awkward silence for a little while longer, until they reached their final house for the night. Scootaloo stepped ahead and knocked on the door, which quickly clicked and opened to reveal another stallion.

“NIghtmare Night, what a fright, give us something sweet to bite!” they chorused.

The stallion absentmindedly distributed candy to every filly except Scootaloo, to whom he gave not one but two extra helpings of candy, staring deep into her eyes and snorting softly.

As she heard the snort, Scootaloo found her eyes admiring the strong stallion’s lean, muscular frame, tracing his curves and staring at his crotch. Her face glowed hot as she noticed his scent and the sight of his member sliding from his sheath below him.

Button’s nose flared, his hoofs thumping on the dirt path as he widened his stance and stared up at the adult. “Thank you, sir,” he stated plainly, he didn’t know why he was so angry about the attention she was being given, but he felt the drive to protect Scootaloo from whatever this stallion wanted with her. He was invincible.

Tender Taps joined him, confidently grabbing the handle of the door and firmly closing it, the stallion behind it letting out a louder snort.

“How rude!” he said, letting them go.

As they stepped away, Scootaloo finally came to a realisation, the heat she was feeling, the attention of colts, it must be because she was in heat!

Miss Cheerilee had told the fillies about heat, but she said they wouldn’t have to worry about it for at least another year or two!

“That guy was creepy…” Sweetie Belle said. “You were so cool, standing up to him like that!” she encouraged Button, who was still feeling the effect of the rush of testosterone that filled his body.

“Yeah, y’all were really cool too, Apple-bunch~” Apple Bloom cooed at Tender, who stood tall and confident from his own hormonal rush.

They basked in the attention of their fillies for a little while longer while Scootaloo continued to ponder why she was in heat so early.

It must have been the potion she drunk, but why would Princess Luna need her to be in heat to make her into a bat pony?

She didn’t question it too much, the princess had to have her reasons, and she wasn’t about to let the chance slip from her hooves because she was getting a few weird looks, it wasn’t long before she’d be going to the lake and performing the ritual.

In the town square, the clock tower bells started to ring, it was ten-o-clock, almost time for the Nightmare Night play to begin.

Her friends stopped filling their coltfriends full of hot air as they realised that the play was to start soon.

“We should go before we miss it!” Sweetie Belle said excitedly, running off in the direction of the town centre, followed closely by her friends.

They arrived just as the play was beginning, though Scootaloo found that she couldn’t focus on the story at all, she was too occupied with gazing at the colts who had strategically placed themselves on either side of her. Her scent filled their noses, making their cocks slide from their sheaths, which they quickly covered with their hooves, being more than experienced with the process of hiding a hard-on as young, virile boys.

She watched the clock tower behind the stage, gazing at the slowly ticking minute hand as her body got hotter and hotter, drawing the attention of colts and stallions of all ages around her.

Thirty minutes passed and the play broke for an intermission.

“I gotta go to the bathroom, I’ll be right back!” Sweetie said as soon as the curtains on the stage closed.

“M-Me too!” Button chimed in, standing with his fillyfriend and heading for the lavatories.

Apple Bloom and Tender Taps were far too engrossed in snuggling each other to notice Scootaloo shuffling in her seat.

She had an opening, she could leave right then and no pony would take any notice at all! She stood and quietly slipped away, waiting til she was far away from the town square to break into a full-on sprint in the direction of the Everfree Forest.

Slowing to a brisk trot as she reached the edge of the forest, she quickly found the path leading to the Everfree lake. She’d never been in the Everfree Forest alone before and the howls of Timberwolves that filled the night sky struck fear into her heart.

Gulping, she cautiously made her way down the patch, jumping at every cracking stick and chittering squirrel. She slowly made progress, and the lake eventually came into sight.

Standing around the lake were some dozen bat pony colts. They chatted amongst themselves as they waited at the edge of the lake, which scattered the light of Luna’s full moon around the clearing that surrounded it.

She crept towards them, her ears flattening and ears flicking as she gazed at each of them. Luna was nowhere to be seen and her previous interaction with bat ponies earlier that day had been less than pleasant, and now the princess wasn’t there to stand up for her yet.

The colts fell silent as they saw her approaching.

“Hey, what are you doing here? Princess Luna called us here ‘cuz we’re bats, and you’re not a bat!” the largest of them called.

“I-I will be soon!”

“What’s that supposed to mean?”

“Princess Luna’s gunna turn me into a bat pony just like you!”

“Liar! The night mother doesn’t do that anymore!”

“Tonight, she does.” Luna’s voice rung through the woods as she stepped from the shadows of the trees surrounding the lake.

The bat colts all instantly bowed before the princess, Scootaloo flailing to follow suit. If she was going to end up like them, she figured she’d have to act like them too.

“Rise, my subjects.” the alicorn said, the whole group obeying and standing silently before her. “What Scootaloo says is true. Tonight she is to join the rest of you as a sibling of the night.”

The colts murmured amongst themselves, why would their princess be taking on the likes of a little day pony runt like her?

Luna stepped towards Scootaloo, the crowd parting respectfully to allow her passage. She sniffed at the filly a little, nodding in approval. “Ah, my potion has had the desired effect upon your body.”

So it was the potion that made her feel so weird! She had an idea that it may have been the effect, but she didn’t expect it to feel so funny!

“U-Uh, P-Princess?” she asked, noticing her heat once more as the confusion brought about by the crowd of bat ponies wore off.

“Yes, young one?”

“Wh-Why do I need to be in heat to become a bat pony? I-I don’t need to get pregnant, do I?”

Luna chuckled a little, getting a little closer and using her magic to begin stripping Scootaloo of her wolf costume, starting with the hood, which she pulled over her head before quickly straightening her mane.

“Quite the opposite, the potion you drank expedited your heat cycle, while also nullifying your fertility for a short while.” she explained.

Scootaloo mulled over the adult’s long and complex words for a few seconds, eventually coming to the conclusion that what she meant was that she was in heat, but could not get pregnant.

“If I don’t need to get pregnant, why do I need to be in heat?”

“In order to perform this spell, a great amount of the magical energy specific to the species you wish to become is required. If you were looking to become a unicorn, this would be no issue, however...”

“I wanna be a bat pony!”

“Indeed, as such, you will need to extract the second most potent magical energy possible: semen,” she explained. “When breeding, stallions pass not only their genetic ‘code’ to their foals but also their unique magical energy, thus making semen an incredible source of unique magic.”

The colts surrounding the pair all blushed and whispered to each other. Scootaloo thought back to her sex-ed lessons with Miss Cheerilee, trying to remember what this ‘semen’ was.

“Th-that's the stuff that comes out of colt bits when they feel good, right?” she asked, a red blush spreading across her face.

“Yes, and you will need a lot of it, hence why I have invited these fine, virile colts to assist in your endeavor~” she teased, slightly levitating her and undoing the zipper on the main part of her costume, slowly and sensuously stripping away the sweat-soaked garment and letting the air cool her fur. “Do not worry, I’m sure you will be able to please these colts without much difficulty, you shall be their first experience with a mare, after all,~” she said, gently setting her back on her hooves.

“I-I don’t think my mom and dad would be okay with this…”

“They aren’t here to tell you so, and if your princess permits it then who are they to forbid you?~” Luna said, running a hoof down her spine and drawing a short length of rope from a pocket of magic. Using both of her hooves to tie it firmly around her dock, she forced her to lift her tail and show the drooling colts behind her glistening slit.

Each colt was more than overcome with her scent, they primally snorted and hoofed at the dirt as they watched her squirm and shuffle uncomfortably.

“I-If you say so…” Scootaloo said, her ears folding back as she watched the colts bite their lips while they stared at her body.

“Do not worry child, I will help you to ‘loosen up’. You’ll find that instinct will take over before long,” Luna whispered into her ear before gently picking the filly up and laying her on her back atop a nearby tree stump, the fallen leaves of the nearby trees providing a soft cushion for her to lay on.

Luna nipped softly at her neck, standing over her and trailing kisses down her front, leaving wet marks on her messy orange fur. She suckled at the filly’s firm teats, making her squirm with each soft brush of her teeth upon her sensitive nipples.

The colts looked on eagerly, blushes adorning their faces as they all clamoured for the best view, unable to tear their eyes away from the sight of their beloved princess pleasing a cute, virgin filly.

Luna stopped sucking for a moment to look up at Scootaloo, who gave her a forced smile. “Do not worry, I will do you no harm,” she reassured before planting a final kiss on her belly.

The alicorn shuffled to better access her dripping slit, taking a few moments to breathe in her sweet musk. She used her hooves to part her quivering legs and admire her tiny folds and to kiss her thigh as she made her way towards her nethers.

Scootaloo let out a soft, feminine moan as she felt the princess’ breath on her sensitive slit, her clit winking and pushing a fresh wave of her musk into the air.

“Somepony’s eager~” the princess cooed, dragging her tongue along the outer lips of her fillyhood and making her gasp as pleasure shot up her spine for the first time in her life.

“Wh-What was that?” she asked, closing her legs a little at the strange sensation.

Luna held them apart, giving her privates another slow lick. “That was my tongue, little one,” she said bluntly before returning to lapping at her winking clit, flicking her tongue past her folds every so often, sending wave after wave of pleasure through her body.

The colts staring at her licked their lips, their own hormone-laced musk was starting to fill the air as each of their cocks slid from their sheaths. She looked at their twitching colthoods, finding herself unable to do anything but stare as they humped at the air below them.

Arousal clouded her mind, making her fears slowly melt away like ice cream in the summer heat, each gentle caress of her unexplored foalhood making her thoughts of trepidation disappear.

She brought a forehoof to her panting mouth, biting it to stifle the embarrassing sounds that slipped from her lips each time the princess’ hot tongue pushed deeper into her cunt. At first, she didn’t know whether to resist or relax into the feeling of being touched so sensually, but every pass of Luna’s experienced tongue served only to further convince her just how enjoyable becoming a bat pony was going to be.

The princess stopped working her insides for a moment, making her whine in protest as she took a quick rest to lap up the excess natural lubricant Scootaloo had coated her with while she ate her out.

“Now now, patience, little one~” she teased, looking up at her with a half-lidded gaze before returning to licking and slurping at the filly’s young snatch.

The pegasus’ clit winked, letting Luna’s lips surround it and suckle on it. Waves of even more intense pleasure hit Scootaloo’s body, making her back arch as she spasmed on the soft bed of leaves below her.

A strange pressure built in her nethers, like a dam waiting to burst at any moment. “P-Princess Luna? I-I think I gotta go p-pee…” she said, writhing to get away so she wouldn’t coat her princess in pee.

Luna simply held her in place. “Just let go, small one~” she instructed. “Here, allow me to help~” she teased before stopping her suckling and suddenly thrusting her wet, hot tongue as deep into her pussy as possible.

Her eyes shot open and her forelegs flailed as a tidal wave of pure ecstasy overwhelmed her entire body. Her pink clit winked wildly as she coated Luna’s face with squirt after squirt of her clear fillycum.

A loud rustling filled the air as the sight of a mare climaxing made the wings of each of the colts surrounding her shoot to attention. The sensory feast proved too much for some of the young colts, who gasped and grunted as their milky cum coated the forest floor.

Basking in the feeling of being coated with Scootaloo’s juices for just a moment, Luna’s horn sparked to life as she caught as much of the premature cum in her magic as possible, smearing it on her hooves and massaging it into Scootaloo’s fur.

“Wh-What was that weird feeling, and wh-why did you want me to p-pee on you?” Scootaloo asked between pants as she came down from the high of her first ever orgasm.

“That is not pee, it is called an orgasm, my sweet filly~” Luna said, licking as much of her fluids from her face as she could and standing back to admire her work. Her eyes traced the quivering filly’s form as she wiped her glistening face clean of her fluids.

Scootaloo slowly regained her some energy, Luna’s place quickly being taken by some of the colts who crowded around her, swamping her in their musk.

“Now, do not resist what you know you truly want~” Luna instructed. “Allow your instincts to take over and please these generous colts~”

“L-Let my instincts take over?” Scootaloo repeated, processing the instruction as best she could with her lust-clouded mind.

The colts pushed and shoved to be the first in line to lay their hooves on the filly, getting closer to her with each rough jab they gave each other.

Taking a deep breath, the filly spread relaxed once more and spread her legs like Luna had done to her, making the colts snort and whine dominantly.

One of the colts, the biggest of the group, reared up on his hind legs, firmly placing his front hooves on either side of Scootaloo’s small frame. He gazed down at her with lust in his bright blue eyes, which complimented his dark blue coat and purple mane.

“A-Are you ready?” he asked, his pre dripping onto her belly as it twitched above her.

“I-I think so~” she responded, smiling up at him.

He shuffled awkwardly above her, trying to line himself up with her hole. The other colts chuckled and jeered to each other as they watched him poke his tip at her crotch.

The princess’ horn glowed, gently nudging his member so that his tip rested on her lower lips, ready to be thrust deep inside.

Taking a deep breath, the colt reared back a little before letting out a loud skree as he slammed his cock deep into her pussy, effortlessly tearing through her hymen.

Scootaloo screamed as pain shot through her, specks of blood leaked from her cunny as she writhed in agony.

The colt looked down at her, trying to make himself stop but finding the feeling of being buried deep inside her cunt too inviting for him to pull out. Instead, he instinctively began pumping himself in and out of her, each thrust replacing some of the filly’s pain with a surge of pleasure which rolled through her body.

She tried to ask him to stop, but instead of words she found that only erotic moans would slip past her lips. Her mind clouded even more with each strong thrust. She heard her thoughts as if they were being said to her from deep underwater. She could only think about the feeling of the colt pushing deeper and deeper into her tight tunnel.

The colt above her screwed his eyes shut and grunted with each powerful stroke. He twitched and throbbed inside her, sending even more feelings of ecstasy through her body as his flared tip widened her hole.

Suddenly, Scootaloo could hear the sound of another pony pushing past the rest of the colts surrounding her and a second ‘volunteer’ came into her vision from the front, a grey one with a green mane. He placed his hooves next to his fellow bat pony as he mounted her front, giving her a view of his dripping cock.

Her mouth watered as the colt’s scent filled her nostrils. She stared up at the two colts. They stared back down at her while the newcomer shuffled to balance himself on the tree stump.

Once he’d found his balance, he slowly pushed his cock against Scootaloo’s lips, coating her muzzle in pre as he forced his tip past her lips. Flicking her tongue out, she tasted the fluid, finding the bitter taste strangely addicting as she began to suckle and lick the tip.

Gasping at the new sensation, the colt suddenly jerked his shaft towards the source of the pleasure, forcing himself deeper into Scootaloo’s maw. Her eyes shot open as she felt his colthood force its way deep into her throat, making her gag and cough around it.

She slowly began to adjust to the shaft filling her mouth, moaning as he started to pump in and out of her in time with the colt at her rear, who grunted with each wet slap his balls made as he slammed himself in her.

The thrusts in her pussy began to lose their rhythm as the colt quickly began to reach his limit. He panted and snorted as he began to twitch more frequently, his breath becoming ragged and desperate.

It wasn’t long before Scootaloo saw him throw his head back, letting out a loud, ear-piercing skree of dominance as he buried his member as deep inside her as he possibly could. It spasmed and throbbed inside her as she began to feel a strange thick fluid fill her tunnel and womb. The colt’s cum quickly filled her cunt, overflowing and splashing the grass below.

After a while, he dragged himself from her depths, allowing the last of his hot cum to soak Scootaloo’s barrel as it squirted from his shaft and splashed her body. He stood silently for a moment before finally coming to his senses and stumbling away to rest.

Some of the colts had sat on the ground, moaning and panting as they touched their own shafts to the sight before them while others pushed and tumbled with each other to decide who would get the next turn using Scootaloo’s body. Every colt was filled with testosterone and adrenaline and wanted nothing more than to claim the filly before them.

Eventually, a winner was decided, a second large colt mounted her, teasing her slit a little as he adjusted to the position which would allow him to use her as roughly as possible.

His eyes traced her body, his colthood quickly becoming soaked with her juices. He spotted a new, unused hole for him to break in, his subconscious driving to be the first of his peers to claim and explore the untouched region of their new cock sock: her anus.

Quickly shuffling to prod at her anus, Scootaloo panicked as she felt his tip start to push inside of her tight pucker. As the colt throat-fucking her gave her a quick opening, she looked towards the colt. “H-Hey! Th-that's the wrong--” she couldn’t finish her sentence, as the colt above her decided that she’d gotten far too much respite from having his cock in her mouth and thrust himself back down, making her gag once more as she helplessly allowed the colts to have their way with her.

The colts smirked at each other as they both penetrated deep into her simultaneously. Her tailhole seared with pain as the colt’s thick meat split her virgin ass open. She heard his deep groan of lust as he forced himself all the way down to his medial ring, holding himself there and basking in the pleasure of her tight ass.

After a short while, he began to pull out before ramming himself back in, pushing past the ring of his length and deeper into her tailhole, using only her own natural lubricant to ease his passage into her pucker.

In her mouth, the grey colt’s member throbbed as he neared his own orgasm. Precum dripped into her belly in forced gulps as he desperately reamed her while he screeched and snorted with pleasure.

Finally, he gave one last powerful stroke before cumshot after cumshot began to spurt from his tip, filling her throat and stomach with his warm seed.

Scootaloo quickly began to feel the effects of having the air pushed from her lungs by the quick thrusts of the pony in her rear. Her vision began to fade and her chest burned as she coughed and spasmed. She couldn’t find the will or strength to try to force him out of her throat, the feeling of his thick foal batter dribbling down her neck and into her stomach filled her with pride, she had pleased the stallion who chose to bless her with the honor of being used, and her reward was the feeling of cum squirting into her belly.

Eventually, the colt grew tired of holding himself inside her, roughly pulling himself from her maw. He left a few thick shots of his seed on her tongue, letting her enjoy the strangely addicting taste of cum for the first time. It was like the precum she’d tasted earlier, but the salty twist made it even more addicting for her arousal-riled mind.

Like the colt before him, he too left a mark on her coat, making sure to squirt the last of his cum on her chest fur. Some of the colts who had chosen to touch themselves to relieve the tension in their loins quickly leapt to their hooves, placing their hooves on the stump and aiming their girths at Scootaloo as they came, coating her even further in their cum. Her orange coat was stained a shade lighter as she felt the globs of sticky spunk splash against her fur.

She panted for breath, blinking as her lungs filled with air once more, revitalising her and re-energising her.

At her rear, she began to feel the same feeling building in her nethers as when Luna had pleasured her as the colt pounding her ass began to reach his limit. He closed his eyes and poured the last of his strength into his last bucks, growling loudly as his virile load poured into her ass.

After having all three of her holes used, Scootaloo found herself panting and gasping for breath while the colts shuffled to decide who would next get to use her body. Wrestling with each other roughly as they clamoured to mount her.

She watched them fight over her with wonder, her eyes glued to each of their twitching shafts as they fought for dominance. Somewhere in her mind, she wondered whether it was purely the effect of the potion making her so hungry for the feeling of cum coating her inside and out.

Guess the only way to find out is to try it again, without the potion. She reasoned, there were plenty of colts in Ponyville for her to ‘play’ with. She’d seen more than a few impressive cocks while on her adventures in town. And why keep it to just foals her age? There were a few grown-ups who showed their interest in taking her while she was trick or treating, she’d have to pay them a visit before the next Nightmare Night, for sure.

“D-Do you think it’s weird that I l-like this?” she asked while one of the colts won the contest and mounted her, teasing her sensitive fillyhood as he locked eyes with her.

“W-Well, grown ups like it, so it can’t be weird, right?” he responded as he slowly began to push his thickness into her.

“I-I gues-- Hrk!” Scootaloo found herself cut off as a new colt mounted her face and immediately forced as much of his meaty cock down her throat.

More colts mounted the stump-turned-fuckstool on either side of Scootaloo, prompting her to instinctively lift her forehooves and begin stroking their members. She needed to please stallions. Thinking about anything but cock was far too difficult right now, and the feeling of being of service filled her with pride.

Her stroking and pulling quickly brought the colts to orgasm, the scent and sights they had experienced made them sensitive, and before long Scootaloo felt their shafts throb as a thick torrent of hot cum began to coat her fur.

She savoured the feeling of the colts’ generous gifts covering her face and body, a reward for a job well done serving her purpose. She hungrily slurped as much of it into her mouth as possible, relishing the salty taste that filled her mouth.

Eventually, she lost track of how many times she was filled or squirted with cum, she simply did her very best to satisfy the colts as much as possible. Each sound made her work even harder for the glorious cumshots which filled her with such joy. She wanted only to make the colts happy, and their moans and snorts reminded her how good her body was making them feel.

She came many times, her body aching as she coated the floor with her honey time and time again, thickening the cloud of her sweet musk around the colts and making hormones surge through them.

Finally, though, the foals’ hormone-fueled energy drained away. The final enduring colt gasped as he plunged himself deep into her cum-soaked fillyhood one last time, spasming with pleasure as his shaft filled her pussy with his sticky cream, finally draining his balls of the last spurts of his seed.

He slowly slipped out of her, flopping on to his side as he gasped for air to help regain his energy.

Not long after he pulled away from her, the sound of the Ponyville clock tower sounded far in the distance. The bell rung twelve times, signalling that midnight had arrived.

The princess, who had been quietly edging herself as she watched her beloved sons of the night bang the tiny pegasus filly, flusteredly jumped her to her hooves. She trotted to Scootaloo’s side, stepping over a colt who had long since passed out from exhaustion.

Scootaloo gazed up at her with a weak smile on her cum-whitened face, it was finally time for her to become a bat pony!

Luna closed her eyes in concentration. Her horn sparked to life as Scootaloo was levitated from the tree stump, cum dripped from her as a bright magical light surrounded her body.

She felt the magic seep through her skin, changing her body to fit that of a bonafide bat pony. Her wings stretched and changed in structure as they changed from that of a weak pegasus to a strong, healthy thestral. Her body tingled as it adjusted to the form of a creature of the night, her coat became fluffier and her eyes changing to see better in the dark. Her tail gained new magical properties to allow her to hang from trees while she slept and her ears became more sensitive to sounds around her.

The magic dissipated, laying her on a bed of leaves close to the stump. Luna smiled down at the new addition to her ‘family’. “It is done!” she cried, unable to contain her joy.

She held up a mirror for Scootaloo to see what her new form looked like. The filly stared in silence for a while, admiring her brand new wings. She ran her tongue along her teeth, noting the sharp canines that had grown in her mouth.

Tears formed in her eyes and dripped down her cheeks. She was finally going to be able to fly!

“Is something wrong, child?” Luna asked with concern. “Do you not like your new form?”

“N-No! I love it, thank you so much Pr--” she instinctively cut herself off, though she couldn’t quite understand why. She tried to continue speaking but found that the word ‘princess’ caught in her throat. After a few attempts, she remembered that the other bat ponies had called her something other than ‘princess’.

“Thank you, night mother!” she said as if she’d always known the princess by the name.

“You are very welcome, Scootaloo, welcome to our family.”

Scootaloo was exhausted from her time with the others, and while she’d satisfied her need to please the colts, a new desire, no, obligation ran through her mind.

She needed to express just how grateful she was to her night mother for her wonderful gift. She stared at the dark streams of arousal dripping down Luna’s legs and an idea formed in her mind.

Shakily dragging herself to her hooves, Scootaloo stumbled to Luna’s rear.

“Your new body may take some getting used to so-- Ah!~” Luna began, but stopped as she felt pleasure course through her body.

Scootaloo was just the right height to lap at the Princess’ honeypot. She shoved her now-lengthened thestral tongue deep into her cunt, slurping down mouthfuls of the alicorn’s sweet nectar.

Luna shuffled to allow Scootaloo to better access her pussy. She spread her quivering hind legs to help her balance, grinding herself on the filly’s small, cum-covered muzzle.

Hot air tickled her slit as Scootaloo hungrily dragged her tongue along her sensitive walls, which tightened around her tongue each time she thrust it into her warm confines.

The filly recalled what the princess had done to make her feel such ecstasy at the start of the night, noticing her clit winking irregularly and pulling her tongue from her depths. She latched onto her love button like a foal hungry for milk, sucking and flicking it with her tongue.

Luna moaned a feminine guttural, moan as she edged closer and closer to her climax, each lap at her sensitive clit pushing her closer to orgasm.

Slippery fluids dripped from Scootaloo’s chin, adding to the cum that caked her face as she returned to sliding her hot tongue in and out of her princess’ cunt.

Luna threw her head back and howled with passion, bucking against the filly desperately as she balanced on the very edge of orgasm.

Scootaloo took the hint, pushing herself as deep as she possibly could and tongue-fucking her princess as hard as she could, the sound of Luna’s loud moans and the filly’s wet slurps filled the air, awakening a few of the colts who lazily watched as their new sister pleased their night mother.

Unable to hold on any longer, Luna let out a powerful scream of primal pleasure. Her clit winked wildly as she coated Scootaloo’s face and mane with a torrent of slippery mare cum.

The onlooking colts found the sights and sound too overwhelming for their sensitive cocks and tired minds, streams of cum flew from their cocks and splashed on their bodies as they groaned with satisfaction.

Scootaloo continued to help Luna ride out her orgasm, rhythmically flicking her twitching clit with her tongue to satiate her princess’ lust to the best of her abilities.

After sixty seconds of Luna moans and grunts of pleasure, the stream of fluid died to a light trickle as she panted for breath. Scootaloo pulled away from the princess’ snatch, flopping to her side as the last of her energy drained from her body.

“I-I have not experienced such intense pleasure in over a thousand years~” Luna panted as she too lay down. She used her magic to pull the foals scattered around the clearing close to her warm body, laying Scootaloo against to her barrel. “You are a natural, little filly~” she praised, filling the filly in question with pride.

“Th-Thank you, night mother, for everything…” Scootaloo managed to mutter before the princess’ warmth pulled her into the land of dreams.

The last sight Scootaloo saw was the sight of twelve satisfied colts all snoring softly. She had done her duty, and she was happy.

Light pierced Scootaloo’s dreamless sleep.

Her eyes cracked open to see the bright sun peeking over the tops of the trees, scattering the harsh morning light across the clearing and bathing the ponies in sun.

The sun pierced Scootaloo’s vision, her thestral eyesight made more for illuminating the shadows of night than relishing in the warmth of the day.

It wasn’t long before the rest of her fellow bats awoke. She blinked as she peered at them, the events of the night before slowly returning as she felt the dried cum caked on her fur and the feeling of her new leathery wings against her side.

“Good morning, my small ones.” Luna cooed, gazing down at them all. “Did you all sleep well?” she asked.

“Yes, night mother.” they chanted in unison, groggily sitting up and looking at each other as they recalled their evening.

“I will walk you back to town, but you must first bathe, the scent of heat is still present on your bodies.” she instructed, causing the aching foals to clamber to their hooves and stumble to the water’s edge.

Scootaloo was the first to enter the water, the cold penetrating her muscles and relaxed her tension, easing the pain in her flank. She gulped down the clean water, soothing her dry throat.

The rest of the colts dived into the water, the cold shocking them awake as they skreed happily. They splashed and tumbled with each other in the water, cleaning each other the fluids which covered their bodies.

One of the colts didn’t join in with the play, the first colt who mounted her the night before, with the blue coat and purple mane. He watched Scootaloo roll in the water as the dried semen melted from her coat. He made eye contact with her, his face flushing as he noticed this and shuffled towards her.

“I-I can help clean your t-tail if you want!” he said, smiling sheepishly at her.

Scootaloo joined him in blushing as she nodded, feeling a warmth in her chest as he slowly worked her tail, ensuring it was clean of cum.

“Wh-What’s your name?” she asked.

“M-Moonlight Tumble!” he squeaked back, finishing with her tail and moving back to stare into her eyes.

“I-I’m Scootaloo, but I guess you kinda knew tha--” she didn’t finish her sentence before she felt his lips push against hers, his tongue forcing its way into her mouth.

Scootaloo moaned into the kiss, closing her eyes and enjoying the feeling of him exploring her mouth. She playfully pressed her tongue against his, making him dominate her by wrapping his hooves around her and forcing his tongue back into her maw.

They were both inexperienced kissers and quickly remembered that they did have to breathe so they wouldn’t pass out, panting for breath as they both broke the kiss.

The two foals gazed at each other with bright red faces. She felt a strange connection to him. For some reason, of all of the colts, she wanted nothing more than to spend her days with him

Princess Luna was bathing not too far from them, watching knowingly as her bat ponies fell in love.

They went to kiss again but were interrupted by their princess’ voice. “Alright, my creatures of the night, it is time to return to your families, I am certain they will be worried for you!”

The foals groaned with disappointment, none of them wanted to leave, having enjoyed their ‘playdate’ even more than they expected.

Luna dried each of them in her magic as they stepped out of the water, making their fluffy coats poof up as the water evaporated.

She floated Scootaloo onto her back, letting her rest between her wings as she set off down the path to return to Ponyville, her beloved colts following close behind.

“Can we play with sister Scootaloo again, night mother?” one of the colts asked eagerly.

“Of course, I will be talking to Princess Twilight about creating a bat pony enclave in Ponyville, just like your homes back in Canterlot. I am certain your parents will be happy to move to a less crowded residence in the country, and Scootaloo will be just down the road for you to play with to your heart's content.”

The colts all murmured excitedly at the idea of moving closer to their beloved sister.

Atop Luna’s back, Scootaloo squirmed excitedly as Ponyville came into view. She itched to show off her new wings, and now she had a fun new game to go with them.

And she was sure that it was to become the favourite game of all the colts in town.