"WHOOOOAAAA!!!" Star Tracker screamed as he plummeted down the hole, landing smack down on his rear after about 15 seconds and thumbing a few feet forward, landing on his stomach and skidding to a halt in the dark tunnel, the impact resulting in the colt losing his grip on his bag of candy, the continents to spill out everywhere.

The colt could only lay there in silence for a moment, his mind spinning from the dropped fall as he groaned in pain.

'How did I get myself into this mess…?'

-----

15 Minutes Earlier:

Luna's Moon shined brightly in the night sky, accompanied by stars that decorated the otherwise black abyss. A thick blanket of mist coated the land below, obscuring almost the entirety of the forest. Between two of the trees was a small path that led to a wide open clearing devoid of any trees or bushes.

A trio of Earth Ponies, two stallions named Star Tracker and Sandbar, and one mare named Swiftfoot, both stallions were as Flash Magnus and Rockhoof respectively, wearing cardboard cutouts fashion to replicate their armor, while Swiftfoot had chosen to dress up as Somnambula, having paid Rarity a fair amount of bits for such an accurate costume.

When questioned on why she didn't just make her own, she simply pointed out that if she was going to partake in the Nightmare Night festivities, she had to look her best.

The trio made their way through the mist, each of them looking around as they approached the clearing. Eventually, they arrived at what could only be described as an abandoned graveyard. Broken tombstones lined the perimeter, and cobwebs hung from some of the rusted ones. Most of the tombstones were destroyed, and the gravestones that were still standing were either bent and broken.

"Sooo... this is the place huh?" Swiftfoot asked as she looked around, carefully adjusting her headpiece.

"Yep! And it's where the dare shall commence!" Sandbar smirked as he turned to face his friends.

Swiftfoot tilted her head in confusion. "The dare...?"

"The dare to traverse the abandoned graveyard... and find the tomb of the Crimson Spirit!" Sandbar stated proudly as he began his explanation. "You see, many years before her fall to darkness, Princess Luna faced off against a demon from the depths of Tartarus, a fiendish entity known for draining the vitality of innocent ponies. In order to win, she used the magic of the Elements of Harmony to separate its spirit from its body, and sealed the spirit away in a long forgotten tomb."

"OOooo..." Star Tracker exclaimed in awe.

Swiftfoot on the other hand simply tilted her head and looked around the abandoned graveyard. "Sooo… what? The dare is just to find the tomb?"

"Something like that. Y'see, rumor has it that while the spirit has long since vanished into the void, her treasured amulet still remains." Sandbar explained dramatically, gesturing to the fog-covered graveyard. "And if you find it, it'll not only be a personal sign of bravery, but you'll also get twice as much candy!"

Swiftfoot immediately perked up at this bit of info, eagerly licking her lips as she eyed her already half-empty bag.

Star Tracker in turn warily eyed the graveyard, a shiver going down his back.

However, the prize was extra candy…

-----

After convincing them to participate in this little dare, the trio split up and began their search. Sandbar went through the west side, Swiftfoot chose to search the east section, and Star Tracker opted to go right through the middle. The overall search had been rather uneventful, even though the graveyard was abandoned, although he was at the very least grateful that he'd chosen the most straightforward path…

At least, until he stumbled across an open grave hidden by the fog… and now, here he was, face down in some cave at the bottom of an empty grave.

"I swear I'm gonna give Sandbar such a thrashing for dragging me into this…" Star Tracker grumbled as he weakly picked himself up, feeling sore all over from the fall and coughing out some dust. As he looked around nervously, he realized that he was stuck in a very dark catacomb. "Ooohh great, and now I'm lost!" He sighed as he gathered up his spilled candy and pulling a small flashlight out as he stormed through the tunnel, hoping to find a way back to the surface.

Thankfully, after only a few minutes of walking the colt reached the end of the catacombs. As he examined his surroundings though, he realized he was in some sort of circular chamber. Looking around, his attention was quickly drawn to a small stone altar in the middle of the room, and on said altar were the shards of some sort of jewel. The colors were rather dim, although Star could make out the faint glimmer of crimson…

"Is this… what's left of the amulet?" He mused, narrowing his eyes in frustration. "Oh well that's just great! I go through the effort of doing this stupid dare, and even after I find the thing we're looking for I can't bring all of it back!" He shouted in frustration before turning around and storming off, hoping to find some exit that led back to the surface.

But just then, a giggle echoed throughout the chamber, causing the stallion to freeze in his tracks. "Are all colts in this day and age as cute as you when they start pouting? Or are you just special?"

"W-Who's there!?" Star Tracker called out, a chill running up the colt's spine as he looked around, trying to pinpoint the source of the voice. "O-O-Okay guys, funny joke! Y-You can come out, I'm scared now!" He shouted, half-expecting one of his friends to leap out of the shadows and scare him as part of some prank.

"I must admit, I'd honestly given up on ever escaping this tomb I was bound to…" The voice continued without missing a beat, small wisps of red smoke slowly rising from the floor around the trembling colt. "Even the other wayward spirits that inhabited this graveyard had moved on long ago. But now…" Suddenly, a gust of wind erupted from beneath the altar, the shattered remains of the amulet glowing a bright crimson as more wisps of smoke swirled around the shivering colt. The smoke slowly manifested into what could only be described as a crimson ghost, she was mostly translucent, had long flowing mane, and two cute horns protruding from the top of her head. 

"Hello… sweet thing~" The Spirit cooed as her gaze settled on the colt.

"Th-the Crimson Spirit!?" Star Tracker stammered as he backed away nervously, shaking in fear as his mind screamed for him to run for his life.

Unfortunately, his body refused to listen.

"Awwww, what's wrong little colt? Do I scare you?" The Spirit chuckled as she floated around him, eying the pony like a hungry lioness might eye a tasty antelope. 

“YES, very much so.” Star Tracker made no attempt to lie, mentally wishing his limbs would work again so he could run. 

The Spirit took quite a bit of pleasure in just how petrified the colt appeared to be, shivering in place while dreading what would happen next. The Spirit then leaned over his shoulder from behind with a coy smile. "Relax cutie. I don't bite…much." She whispered in his ear, eager to fuel the colt's fear for all it was worth.

Finally snapping out of his stupor, Star Tracker let out a timid yelp and bolted towards the entrance he came through, desperately hoping the Spirit's presence was at least limited to the room... but before he could make his escape the Spirit materialized right in front of him, blocking his path. "GAH!!" He screamed in terror as he skidded to a halt.

"Oh don't leave so soon sweetie..." The Spirit cooed in a seductive tone, licking her ruby red lips and giving the colt a fanged smile as she floated towards him. "It's been so long since I've had visitors… especially one as cute as you…"

'This can't be real… this has to be a dream. Please, just let me wake up!' Star gulped as he slowly backed away, his voice caught in his throat as he attempted to find some way out of this predicament. "I-I, ah, uh,l-listen, I n-never meant to trespass on your uh, tomb, resting place, whatever…" He muttered, trying to hide his fear, "I'll just be going…"

"Oooh, but you aren't.. in fact, I've been waiting for somepony to visit for sooo long..." She cooed, with a mischievous glimmer in her eyes as she continued to advance towards the terrified colt. "...somepony to be my... perfect vessel..."

"V-vessel...?" Star repeated, shivering for the umpteenth time as he felt the Spirit's cold breath wash over his face. "Wuh... w-what do you mean by tha-MMMPH?!" Suddenly, before he could react the Spirit cupped Star's cheeks and kissed him right on the lips. The colt let out a startled gasp as his mind was immediately assaulted by a sensation of pure bliss, the feeling of the spirit's soft lips alone sending jolts of ecstasy throughout his body. His hips started to shudder as the kiss was deepened without warning, with the Spirit's tongue forcing his lips apart and plunging down his throat!

"Oh yes, you'll do nicely~" Star heard the Spirit whisper into his very mind with a sultry tone, the colt could barely stay focused as he desperately tried to pull away, only for the Spirit to suddenly plunge itself into his mouth. The upper half of her body dissipated into wisps of smoke as it forcibly entered every orifice available to her. His mouth, nose, ears… even his eyes weren't safe! "Yes… that's it, just let. me. in~"

The moment she entered his body, a rush of heat spread through Star’s body, followed by an odd sensation of warmth and pleasure exploding outwards from his chest. It all felt… so good… so relaxing… so…. so-

'NO! I g-gotta… have to… f-fight!' He thought, shaking his head wildly while trying to grasp the half of the Spirit still visible, only for his hooves to pass the right through it.

"Ah-ah-ah, no resisting~" The Spirit chuckled as she immediately started messing with his already vulnerable mind. "I'm sure you'll be more willing to become my vessel… once I've gotten you in the right mood~" Drawing upon the last few remnants of her power, the Crimson Spirit flooded the colt's mind various mares in Ponyville…

Bon-Bon strutting towards him in black, skimpy lingerie…

Cloudkicker spreading her legs wide, exposing her glistening marehood…

Princess Twilight Sparkle pole-dancing right before his very eyes, her hips swaying in pendulum-like motions…

A cute moan escaped his mouth as more perverse visions were forced into his mind, his hips shivering in place as his twitching stallionhood slowly emerged from its sheath, practically aching for some form of stimulation. All the while more of the Spirit's essence invaded his body, earning another moan from her soon-to-be host, the sheer euphoria from the immense magic spreading through his body bringing Star to heights of pleasure he never dreamed possible!

The Spirit couldn't help but chuckle as her new host started unconsciously bucking his hips, desperately trying to pleasure himself as the lustful energy spread through his body, rapidly turning his mind into mush and leaving plenty of room for her to take over. "See? That wasn't so hard now was it? Though something’s certainly hard now." She cooed, pouring more of herself into the colt's body, knowing that he was close to his breaking point… and very eager to send him over the edge. "Now be a good boy… and let the lust take you~"

Within the depths of his already addled mind, on some level Star Tracker knew this was wrong… he knew he had to resist… but at this point he just didn’t care.

As the last few wisps of the Crimson Spirit entered his mouth, Star looked up at the ceiling with a dreamy expression, his eyes rolling back as a smile of pure bliss bloomed across his face… right before a sudden rush of energy through him, earning law long of ecstasy that echoed throughout the chamber.

"H-Haaaahh!? Ah-AH!! OOOOOHHHH!?" He screamed out, his hips violently thumping the air as jolt after jolt of sheer pleasure enveloped his senses for a powerful burst of crimson energy erupted from his body, completely tearing apart his costume in the process and even forcing him to go off prematurely, with white streams of his thick seed erupting from his stallionhood and spraying all over the temple floor. And as his mind was drowned within this near-endless bliss, Star remained oblivious to the changes his body was going through, growing and reshaping thanks to the Crimson Spirit:

His short, blond mane grew longer, becoming more sleek and well-kept with a single red stripe going down the middle. Two horns erupted from his forehead as his eyelids became coated in a crimson eyeshadow while the eyelashes extended outwards ever so slightly.

The colt's entire body then lurched forward as two demonic, bat-like wings erupted from his back. Followed by his tail slowly curling up into a thinner shape, almost resembling a rope, at the very end of the tale the hair is shifted into the form of an upside down heart right as a black substance erupted from the tip and engulfed the entire tail, to his new demonic appearance.

Even his Cutie Mark had been altered, the white star morphing into a red heart and the three gold horseshoes beneath it shifting to a crimson tone as well.

However, the greatest change by far was what Star Tracker's hips and plot went through. The colt's legs lengthened, becoming nice and slender, making his figure noticeably curvaceous, followed by his hips and plot ballooning outwards just enough to add a lewd jiggle to his movements would make any stallion or mare turn their heads.

And just like that, little remained of the colt's consciousness completely lost control of his body to the Crimson Spirit, locked away within the depth of his own mind and in the state of near endless euphoric bliss…

"H-Haaaahh… hah.. hehe… eeehehehe~" Star Tracker giggled blissfully as she came down from her orgasmic high, pupils of her eyes splitted as she completed her transformation. "Aaahhh… it's sooooo nice to finally have a physical body again! Even if I did have to make some changes to it." She smiled as she shakily lifted herself up, her mind quickly getting used to the new proportions of her body.

Catching a glimpse of something out of the corner of her eye, the possessed pony turned an old shattered mirror. A crimson aura surrounded her twin horns as she levitated some of the scattered pieces back into place, partially fixing it to the point where she could see her full reflection.

"Hmmm, a little young for my tastes… honestly I would have preferred a female body…" She mused as she turned to the side, eyeing her almost sinfully graceful rear jiggled with but a single movement, a long, serpent-like tongue emerging from her mouth as she licked her lips in anticipation. "Buuut beggars can't be choosers I suppose, it's not like I can't work with this. Besides once I get out, I can always take over a proper female body" She added, a coy smile spreading across her lips, now getting a good look at her shaft, which twitched as it slowly rose to half mast.

She was sure that, if given enough time, she could turn this colt into the pinnacle of lewd feminine perfection. 

'And I've got so many ponies to seduce~' She thought as she struck a pose that would turn any inexperienced stallion or mare into putty in her hooves, tossing her mane gracefully before cracking her tail like a whip against her own rear, causing it to jiggle rather tantalizingly. 'Oh yeah! Still got it!'

Closing her eyes, she carefully shifted through her host's memories while adding an extra mental barrier to her subconscious in order to prevent the real Star Tracker from breaking free. As the new memories flowed through her, her smile went from mischievous to downright predatory when she realized just how fruitful her situation was.

No one truly knew of her, and those who did simply pass it off as a simple myth…

And now these mortal ponies had some sort of holiday that promoted dressing up like monsters, allowing her to blend in perfectly…

"Oh, this is gonna be fun…"

-----

Sandbar paced around the exit point of the abandoned cemetery, occasionally looking around in concern. He'd managed to get there earlier than his friends, but sadly he hadn't managed to find anything resembling a tomb. "Ugh... where are those two?" He mumbled as he paced by a tree. Just as he expected to hear some sort of gentle clomping noise coming from behind, he was disappointed to find nothing but the silence of the trees. "Hmmm... did they get lost? It's not like there are any more exits..."

Suddenly,he heard something from within the graveyard, it sounded like someone... singing?

Squinting he carefully focused on where the voice was coming from... and saw the familiar figure of his friend Star Tracker, apparently humming to himself. Smiling, he quickly rushed over to greet him. 

"Hey Star! How'd it go? Did you find the-" The Earth Pony froze in place the moment his friend emerged from the fog, his jaw dropping as he took in the details of his friend's body... and found himself questioning exactly when Star had found time to change his costume. "Uh... what are you wearing?"

"Hmm? Oh this? I just figured it'd be a nice change of pace…" The possessed Pony replied, carefully searching through her host's memories to be as convincing as possible. "A-Anyway, where Swifty-I mean Swiftfoot?"

Sandbar arched a brow at how abruptly Star had changed the subject, feeling somewhat uneasy as he eyed those wings of his. They almost seemed… real? 

"Uh… I haven't seen her yet, I got here first." He explained, unconsciously taking a step closer as he narrowed his eyes, slowly noticing the more physical details of Star's 'costume' through the fog. 'Wait is he wearing makeup? And when did his hips get… rounder?'

Quickly taking notice of the Earth Pony's suspicious gaze, the possessed Pony quickly surrounded her body in a potent aura of lustful magic. "Well then, I guess we'll have to wait a little longer, won't we~?" She cooed, giving her new prey a ‘come hither’ smile as she strutted towards the Earth Pony, maintaining her seductive demeanor as her plot jiggled with each step. This stallion would be a prime test subject for her act of seduction, if only to see just how much she could get away with in this new day and age. "But while we wait, would you like to see a special trick I came up with?" She cooed as she gently caressed the Stallion's cheek with her left hoof, batting her eyes in an enticing manner as she leaned in closer while channeling more magic into her eyes.

"Whuh… what are-" Sandbar could only stare in surprise and wonder as Star's pupils immediately shrank down into tiny dots before her eyes were engulfed in a bright crimson glow. The Earth Pony felt a wave of euphoria wash over his mind as a familiar sensation coursed through his loins. "I… I-I can't… don't…"

"Shhh… don't fight it, just… let it happen~" Star whispered, her lips curling up into a wicked grin while alluring tone strengthened her hold on the colt's feeble mind. "You just want to keep looking, don't you, my little colt?" 

"Ugh… n-no… I'm…" Sandbar could barely think straight, as his eyes got heavier and his body got hotter. "I-I wanna… look… k-keep looking…"

"That's a good colt~" Star cooed, slowly bringing her lips closer to Sandbar's, with her thrall doing nothing to stop her advances, his body too hot and bothered to even formulate a coherent thought. Part of her wanted to drag things out, to tease her prey just a little longer, but she knew from her host's memories that there was one more pony with them when they entered the cemetery, and the last thing she wanted was to exhaust her powers on both of them before she could indulge herself introducing the rest of the town.

As such, she opted to focus her efforts on draining her current prey as quickly as possible, she needed his vitality!

"Now then… give yourself to me~" She whispered as their lips finally touched, and just like that, Sandbar was fully under her spell, his eyes shooting wide open as they were engulfed in the same crimson glow and Star Tracker's. The possessed pony brought her hoof up to caress the Earth Pony's cheek once more, her tongue forcibly wrapping around Sandbar's as she eagerly pushed him onto his back, making out with her prey.

It wasn't long before his shaft slowly emerged from his hovel, brushing up against Star's and causing him to instinctively start bucking his hips. Giggling at this, Star pulled away, playfully nibbling Sandbar's bottom lip as she crawled down towards his throbbing shaft.

Star couldn't help but lick her lips as she gazed upon Sandbar's stallionhood, its veins pulsating as it hovered mere inches from her face. While it was only an inch or two longer than her host's, it was still a sight to behold for someone who had been deprived of such erotic pleasures for so long. "Mmmmm, you're already this hard for me?" She purred with a sultry smirk and she leaned in closer, letting it press up against her muzzle and forehead. The very heat of it against her face made her instinctively rub her legs together, her own shaft throbbing in anticipation. "You're such a naughty colt~"

Star then opened her mouth as wide as possible, wrapping her lips around the tip as her long tongue slither out of her mouth and wrapped around his shaft like a snake. 'Mmm yes, he's big for a colt his age. I'm surprised none of the mares in Ponyville didn't try to claim him for themselves. Must be quite the shy one I suppose.' She thought as the tip of her forked tongue reached the base of his cock. Taking a moment to inhale the intoxicating musk, Star gently caressed his balls with her tongue before tightening it around his shaft, slowly pumping it up and down the length of his stallionhood.

"O-Ohhh Star…" Sandbar stammered, his hips shivering as he felt the possessed Pony wrapping her silky lips around his throbbing cock, her long tongue caressing almost every inch of his member, lathering it in her saliva. "I-I can't… n-need more!" He gasped out as she sucked the first few inches into her mouth, each pump from her tongue sending shivers down his spine.

'Oh, I'll give you more my dear.' Star thought, giggling around his shaft as she started bobbing her head up and down the length of his shaft with surprisingly elegant, well-practiced motions. If there was one thing the Spirit prided herself on, it was her years of experience when it came to seduction and pleasure. So many stallions and mares had been left absolute messes by the time she was done with them, with her charms and masterful stimulation being too much for them to resist. The possessed Pony was snapped out of her thoughts as she felt the stallion instinctively began bucking his hips, forcing his shaft even deeper into Star's mouth. 'Oh my, you're an eager one, aren't you?'

"F-fuuuck yes! D-Don't stoooop!" The Earth Pony gasped, groaning in bliss at the feeling of her velvety throat clenching around his cock, practically polishing it with her saliva. The feeling alone was so intoxicating, leaving Sandbar's mind engulfed in euphoric bliss as his possessed friend hungrily swallowed up his member. "Suh… s-so warm… but I-I… I don't-ooohhh so… s-so gooood…" Sandbar moaned out, the crimson glow in his eyes flickering as part of his mind briefly regained a small semblance of resistance, only to immediately be eclipsed by another wave of pleasure.

Star in turn left out an orgasmic moan around his shaft the moment she sensed that small snippet of resistance fade away. Like her new host, the Earth Pony was too weak to resist being enthralled by the naughty Spirit, and the forceful yet gentle situation left him completely at her mercy. Oh how she missed this feeling of luring her prey into an endless sea of bliss, all the while draining them down to the last drop…

…and she was just getting started.

Suddenly she felt Sandbar's hooves clumsily grasping her head, seemingly trying to make her bob her head faster. 'Hmmm that eager to cum already? I figured you'd last a little longer…must not be very experienced I suppose.' She mentally mused before shrugging in amusement. 

Opting to tease him just a little more she started tightening her tongue around Sandbar’s shaft, almost as if she were strangling it. The sudden restriction caused the stallion to let out a yelp as his cock twitched with an aching need for release.

Then, to push him further over the edge her long tongue slipped out of her mouth and started caressing his balls once more, the supple tingling sensation causing the pent-up stallion to start panting deeply, adding more force to his thrusts in a desperate need to cum, the sound of gurgling gulps for possessed pony only serving to spur him on.

"Hur-GAHHAA!? Stuh-Star… S-S-Star please!!" Sandbar choked out as the strangulation of her tongue combined with her splendid servicing quickly became too much to bear. Biting the Earth Pony lip let out a strained whimper as a sense of euphoric light-headedness took hold of his mind. "I-I n-need to-OOHH!?"

After keeping her prey restrained for a few agonizing seconds, Star mercifully loosened the grip of her tongue around his shaft. Sandbar, flustered and unable to take it any longer, grabbed hold of her twin horns to steady himself and forced his stallionhood as deep into his friend's mouth as possible."F-FUUUCK STAR!!!" He gasped out as he came, shooting white ropes of sticky cum right down Star’s waiting throat.

With so much practice under her belt, the Spirit was ready and waiting for Sandbar's climax, shivering with glee as she felt his shaft spasm within the grip of her tongue before his load erupted, eagerly gulping down every last drop. Mmmm… ooohh yes, I've missed this taste… soooo goood~' She thought, moaning around her enthralled prey's shaft while gently stroking it with her tongue, milking the last few drops out and suckling them down as well. 

Then, with a sultry moan, Star pulled herself off of the stallion's cock and staggered back, slurping up the last dollops of cum as her long tongue retreated back into her mouth. "Mmwah~! It's been far too long since I've tasted such delicious cum! The taste of youth, passion and… endurance." She gushed while relishing the taste… however the last part was laced with disappointment the moment she spotted Sandbar's shrinking erection, his goofy grin remaining as he slumped to the ground. 

The possessed pony narrowed her eyes in irritation as she stormed over to the stallion, her eyes glowing more intensely as she tried to enhance her lustful aura. “Hey, we aren’t done just yet!” She growled at the panting stallion, attempting to coax him back to full hardness...

Suddenly, a sharp pain shot through her mind and her eyes stopped glowing, Star immediately ceased her actions and held her head in pain. 'Right… I still don't have enough lustful energy to draw on, any further my host might have broken free.' She thought as she glared at her prey, silently cursing herself for not accounting for the young stallion lacking the stamina to keep up with her. 'Now what? I need more vitality if I'm gonna seduce any older ponies later-wait...'

In the midst of her thoughts, the possessed Pony found her gaze drawn to Sandbar's rather vulnerable flank... and a rather perverse idea came to mind.

Giggling to herself, she casually lifted his hips into the air with her magic and brushed his tail out of the way, revealing his anus. Licking her lips, she let her long snake-like tongue slither out from between her lips and right up to his ass. 'Not exactly how I planned for this to go and I’d prefer to do this with another mare….but I can work with this...' She thought as the tip of her tongue lightly traced around the rim of Sandbar's anus, the stallion shuddering in place the moment his anus was stimulated…

… and then, Sandbar uttered a lustful moan as he felt Star’s tongue enthusiastically plunge into his sphincter, his inner walls pulsing and tightening around it as Star started rimming his asshole. "Hrrrkk, mmmph! Ooohhh!" Sandbar could do nothing but groan and convulse as his anus was violated by the possessed pony, the suddenness of the invasion forcing his brain to temporarily shut down from the overwhelming pleasure alone.

A satisfied smirk spread across the possessed Pony's face as her warm, wet tongue slowly massaged his anal walls. 'Mmmm yeah, that's it my pet… just let yourself loosen up for me~' The Spirit thought as she slowly started plunging her tongue in and out of his backdoor, lathering his anus with her saliva.

Sandbar in turn found himself unable to do anything but moan deliriously as Star's tongue explored his ass, with an occasional chill shooting up his spine as the tantalizing sensation of her hot breath tickled his balls. "Hhhrrgh! Ah! Ooohh! Hah-hah-ahhh!" He cried out, never had he'd ever thought that getting his asshole eaten out could feel so good, the feeling of her tongue wiggling in and out of his backdoor was exquisite, with it reaching depths the Earth Pony didn't even think were possible!

Star watched in amusement as the Earth Pony convulsed in her grasp, wave after wave of pleasure coursing through him as his moans cascaded into screams of ecstasy, thick dollops of cum leaking from his still-flaccid shaft as her anal walls clench around her tongue. 'As amusing as this is, I think that's enough for now.' She thought before slowly pulling her tongue back, making sure to drag it along his sensitive inner walls, sending even more waves of pleasure cascading through Sandbar's body and earning a few cute little mewls of pleasure.

Her prey was practically a panting mess when the possessed Pony finally pulled her tongue out with a soft *pop*, leaving the inside of his sphincter coated in her saliva. "I must admit, I'd been hoping to ride you non-stop after that blowjob." She began, running her hoof across his smooth flank before squeezing it firmly. "But since you have… less stamina than I was hoping for… how about I just settle for using your hole instead?" She added with a gleam in her eyes, her own stallionhood twitching in anticipation as she pressed the tip right up against her quivering hole.

Sandbar didn't even get a chance to collect his thoughts, let alone reply as he felt the pressure of her shaft flare pressing against his seasative loose hole, he could already tell that it had even more girth than her tongue, and yet couldn't help but shiver in anticipation at the new sensations. "Stuh… Star I-I-OOOHH!?" The Earth Pony moaned out once more, anal ring giving away with little to no resistance (thanks to the saliva) and a sudden rush of pleasure exploding throughout his body as Star's stallionhood was plunged into his ass unhindered. "AAAHHAAA!! ST-STAR!! OOOHHH STAAAR?!" He gasped out, his eyes rolling back with his tongue now hanging out the side of his mouth. The very feeling of his anus being stretched to such a degree and giving way to Star's cock was nearly enough to send Sandbar's mind over the edge.

"Ooohh fuck yes! Mmm, I'll bet you were hoping to do this to cutie Swiftfoot, weren't ya?" Star laughed as she gave her prey a firm slap on the flank, making his whole body quake. Then with a wet, gurgling noise, the possessed Pony pulled her shaft almost all the way out of his ass, stopping only a few inches away from the tip before slamming it back in. "Well too bad, slut. You're mine now, and maybe after I'm done with some of the cuties in Ponyville I'll make you my pet~" She whispered with a sadistic grin, her own body shuddering as she felt the stallion's once-clenching hole stretching out with each thrust. She could even feel Sandbar slowly spreading his legs and rocking his hips in tandem with hers, surrendering to the pleasure and accepting the girth of Star's erection.

Sandbar didn't get a chance to answer before her stallionhood was pulled partway out yet again, the possessed pony then grabbed his hips and started bucking her own. "Hahahah! Ah! Hah-hah, haahh-AAH-haah!" He cried out, not in pain but ecstasy as newer sensations rapidly shot through his ass, the sheer size of the Star's member sliding in and out of his newly-stretched anus driving him wild. By this point, his mind was more focused on every inch of her shaft getting pumped in and out of his sphincter,  his legs trembling as she stretched it further with each thrust and drawing moans and gasps of pleasure from him. Giggling, Star started pumping her hips faster and harder. "Hugaahh!! Ah-ah-aaahh!!" The Earth Pony screamed even louder than before, his anal muscles clenching and contracting around Star's stallionhood.

He then felt the possessed pony leaning over him, pressing her weight onto his back forcing his face into the ground. "Aahhh yeah~! Such a tight little cock-sock you are~!" She cooed, gritting her teeth while bucking her hips. "O-ho hoho! That's it, sweetheart. Let it aaaall out… so I can fill. you. uuuuup~!" The possessed pony laughed as she gave one final thrust into him, burying her shaft just as deep as it could go.

Sandbar didn't have the strength to talk back, heck he was barely able to register Star's words at all as his entire body tensed up as her cock throbbed inside him. "H-Haaaahh!! G-Gaaahh!!" Mere seconds later he felt a massive amount of her seed pouring into his anus, practically flooding it as she continued hammering her cock into him, he could even feel it overflowing and spurting out the sides of his anus! "Hah! Hah! H-HAAAAHH!!"

And with the last gasp of pleasure, a torrent of absolute ecstasy engulfed his senses, just barely managing to reach his own climax, spurts of his own cum squirting onto the ground.

"Haaahh… it's been too long since I've gotten that much satisfaction~!" Star sighed, pulling her softening shaft right out of Sandbar's stretched-out hole, leaving a load of her seed to start flowing out, gushing down the stallion's thighs and splattering all over the ground. The Earth Pony in question moaned weakly as he slumped to the ground, too exhausted and blissed-out to do anything else, his hips occasionally jerking with uncontrollable shivers of pleasure as he finally passed out in a puddle of orgasmic juices.

"Well now, there's a view I could get used to!" She laughed as she gently caressed his flank. "Buuut the night is still young, and I'm going to need my holes filled a few times… ta-ta my pet!"

Turning her attention towards the direction of Ponyville, she then spread her wings and took flight, leaving Sandbar to bask in a never-ending sea of bliss.

Just as the possessed pony made herself scarce, Swiftfoot emerged from the fog, having finally found her way to the group.

"Sandbar, you are not going to believe this!" She chuckled as she obliviously approached the resting colt, unable to fully see the rest of his body through the thick fog. "The fog was so thick that I ended up getting myself turned around and laundered back to the entrance!" She giggled in embarrassment, around to see if Star Tracker was nearby. "That being said, I couldn't find any tomb. By the way, where's Star? Is he still looking or…"

The mare paused when she didn't get an answer and noticed something between Sandbar's legs, but the thick fog made it very hard to get a proper look. It was long and rather big, almost like a sack. "Woah, how much candy did you get while you were waiting for… me…?" She began, squinting a little as she looked at the massive sack between his legs… only for her face to go completely red when she realized exactly what she was looking at.

"SWEET CELESTIA!!"

-----

On the outskirts of Ponyville, Star Tracker casually stretched her legs as she gazed at the town before her. 'While that colt was fun, I'm gonna need some more cuties before I'm fully sated…'

With a wicked grin, the possessed Pony strutted towards Ponyville, ready to seek out and seduce her next target. "This is gonna be one fun Nightmare Night~"