The Attack

They came out of nowhere. A changeling attack, and by the looks of it, they were back in full force.

Green streaks appeared from the sky around town as they dove down, crashing into the ground with force. They leapt from their crater, completely unharmed, and chased after the nearest mare in sight. Screams could be heard ringing out across town as more and more of the army’s forces poured into the streets.

Ponyville’s resident Princess rushed outside her Crystallized Castle as soon as she heard the commotion coming from town.

“Sweet Celestia…” Twilight uttered as she looked up to the sky to see a countless sea of Changeling drones, seeking out their targets below. There was no doubt in her mind that the vile Queen Chrysalis was behind this attack again.

There would be no help from Shining Armor or Cadence this time. They were both a day’s train ride up north in the Crystal Empire, it would be far too late by the time they even learned of the attack. While Celestia and Luna were much closer in Canterlot, Twilight knew they wouldn’t help, seeing as they didn’t lift a single hand to help them during the Bug Bear’s invasion just outside the building that held the wedding the two were attending. And since the Tree of Harmony was so kind as to take the Elements of Harmony back, she knew they were completely on their own for this invasion.

Twilight took a slow deep breath and smiled. Knowing that with her friends by her side, there wasn’t a force in heaven or Equestria that could stop them! Joining hands with her five best friends, they charged into the fray, seeking to drive the monsters back from whatever hive they came from!

~~~~~~~~~ ~~~ ~~~~~~~~~

It was a dark day for Ponyville’s history books. They had lost the battle in a rather humiliating defeat. In fact, so much so, they didn’t even take out a single drone. Twilight let out a long exasperated groan. The town had grown far too complacent letting her and her friends handle every problem the world was faced with.

Fortunately for them, no one was seriously injured. In fact, it appeared as if the changeling army was more focused on capturing the entire town, rather than harming anyone.

Twilight let out a sigh of relief as a large group of drones led her and her five friends into the town square. Twilight took another look. “Hang on a second,” she thought to herself, “It’s only the mares they are gathering! What are these insects up to?” They appeared to be very well organized, like everything was going according to a plan.

Sure enough, every male pony, unconscious or not, was dumped into large green pods. Once they were full, they were promptly sealed and locked, rendering the men unable to escape until help arrived. They were then quickly stowed away in the surrounding buildings so as to not distract the drones with their constant stream of profanities.

Meanwhile Ponyville’s remaining female population had all been herded into the town square. A large circle of changeling drones surrounded large groups of mares, many who were still shaking in fear, not knowing what these creatures had planned for them. Currently, the army seemed to outnumber the mares by about two to three drones for every woman. The Cutie Mark Crusaders, Lyra and Bonbon, even Zecora from the Everfree forest was captured and waiting in their own group away from Twilight.

Twilight only had her friends next to her however, all of whom seemed to be reacting to the situation in their own way. There was Applejack, the large chested blonde hair women, who looked like she would be able to kick off a drone’s head with her well-toned legs that she made sure to show off in her shorts that didn’t even reach the midway point of her thighs. Fluttershy, the shy young Pegasus who concealed her curvaceous body under a plain yellow dress, and appeared as though she was on the verge of tears, but held them back knowing no one had been injured. Perhaps the changeling would let them all go soon?

A hot headed Rainbow Dash held the quivering Pegasus in her arms, looking as if she was ready to charge into the drones by herself, but held herself back knowing they held all her friends as hostages. Rarity, who had somehow managed to dress herself in a professional war fighting attire during the battle. The only thing that looked like it would help in a fight was the fact that it could distract the enemy while she show cased her rather generous cleavage, which bounced and swayed with every movement the fashionista made. And lastly there was Pinkie Pie, who didn’t appear to grasp the concept of how serious the situation was as she texted on her phone. One of the drone’s phone rang with the message she had sent reading: “u r butt” The changeling gave a puzzled expression at this text, or for that matter, what a phone was in the first place.

Finally after what had seemed like ages, every mare in town was present and accounted for, waiting for whatever the despicable creatures had in store for them. The enclosing circle of changelings that had surrounded the girls opened slightly to reveal a smirking Chrysalis, who walked into the group of the six scared girls.

“Miss me?” Chrysalis laughed, as the girls exchanged nervous glances with one another. “I must say though, it is quite disappointing you ponies didn’t put up more of a fight, considering our last encounter”

Twilight shot the Queen a sharp glare. “What are you doing here you fucking vile creature!?” she replied angrily.

Chrysalis recoiled in mock pain, “Oh that’s low princess, even by my standards. You see, me and my drones were simply in the neighborhood and wanted to drop in to make some friends. That’s what you ponies love most right? New friends?”

Twilight took another glance around at the various circles of changelings surrounding the town’s mares. “And you think an invasion is the way to do that?” Twilight replied bitterly, trying to stall as she planned on a way to take down the Queen’s smug little face.

“Think of it as our little party to welcome you to our exclusive little club,” Chrysalis smirked, Pinkie’s ears perked up at that word.

“What do you want with us bitch!?” Rainbow Dash shot back.

“The same thing we wanted in Canterlot,” Chrysalis replied, licking her lips. “We want your love… all of your love. My men and I have grown desperate by you ponies constant denial at our every attempt, so we’re here for a more permanent solution”

It was Twilight’s time to smirk now. “And you think the ponies of this town are just going to surrender to force?”

Chrysalis raised her hands defensively, “Oh no no no princess, you got us all wrong! Me and my men aren’t here to force you ladies into doing anything you yourself don’t want to do.”

Fluttershy blinked in surprise, taken aback from this comment “Y-You aren’t?” she quivered.

“Of course not dear,” Chrysalis said, giving the meek Pegasus a loving pat on her head. “What kind of friends would we be if we did something as cruel as that?”

And with that, Chrysalis’s sharpened horn began to glow a dark green as she began to cast her magic. The girls looked around, but it seemed the spell the Queen was channeling appeared to do nothing, although the air temperature inside the town square had risen a noticeable amount.

Twilight gasped as she felt what seemed like mind affecting magic around her. Red flags firing off in her head as she raised her well trained magical defenses around herself and shot to the princess, “What are you doing to us?!”

“Just think of it as a little spell to help you all relax dear,” Chrysalis replied calmly, “Something to aid in bringing out all you mares true selves.”

Twilight turned her gaze from the focusing Queen to her friends. Sure enough, they were blushing profusely, some were even softly panting to the ground, no longer focused on the vile changeling queen before them, who was giving a quick nod to her men that littered the square.

All of the sudden the changeling drones encircling the groups around town threw off their respective uniforms, revealing to the women their rock hard throbbing cocks, each standing at the ready looking for attention from the ladies before them. All eyes in Ponyville instantly shot to between their captor’s legs, taking in their full length and girth, each was by far longer than any member a stallion in town carried with him.

Chrysalis dropped the innocent charade, now that her true intentions were out on the table. “We lost a lot of men from our attack on Canterlot. Good men who wanted to do nothing more than fuck some mare’s pussy raw to feed off their love,” she chuckled to herself. “But you and this town are going to help us rebuild our army’s full force by becoming our personal breeders, who will serve us in any way we wish”

Twilight recoiled in shock realizing what the Queen had in plan. “Never you bitch!…” she spat. “The ponies of this town would never lower themselves as to mate with such disgusting creatures such as you.”

The changeling queen could only laugh at her retort, “Well it appears as though your friends are quite open to the idea of becoming our new sex slaves,” she said with a grin, “I’m sure you’ll come around to their side eventually.”

Twilight turned around, only to have her worst fears confirmed. A blushing Fluttershy was currently on her knees, hesitantly raising a shy finger to feel the head on one of the many cocks before her, quickly drawing it back as it twitched from her touch. She smiled as she gave the drone a lusty giggle.

Rarity was still trying to maintain a lady like look, but obviously failing as she struggled to stop her baser instincts from taking over as she lightly fondled her breasts through her fancy outfit, being unable to tear her eyes from the row of dicks before her. Her mind was abuzz with all the different things she could do with them.

Pinkie Pie had already stripped off her shirt and shorts, the Pinkie Sense between her legs telling her there was a major party about to hit them. “I hope you boys didn’t bring any condoms!” she shouted giving the men a sultry look.

“G-Girls!” Twilight stuttered in disbelief “What are you doing?!” Although she certainly was one to ask as she started to feel her own pussy become wet with her juices as her knees weakened. Her body couldn’t deny how exotic the entire situation was, despite her mind certainly trying to.

The changeling drones watched the girl’s every movement as their target’s arousal levels slowly grew. Some laughing and jeering, or gesturing to which mare’s hole they were going to take first. Some of the girls were already emitting soft moans as they watched the leering drones took in every detail of their bodies their betraying hands caressed before them. The curvy figures they had once covered, now about to be on full display for the mere pleasure of their captors.

“Lands sakes…” Applejack’s lust filled mind thought to herself, “Did Ah really cause all them cocks to stand up on end just by the sight of me? Ah wonder what could happen if ah up the ante…” Her eyes never wavering from the throbbing shafts before her, Applejack slowly removed her tight plaid cowgirl shirt. Drawing it over her head allowing two perfectly shaped tits to bounce out, much to the approval of the on looking changelings. Hands dove in from every angle, groping, fondling, and pinching her ample bosom, only to be returned in kind with her lusty moans of approval. She gave a shudder of pleasure, enjoying the fact her initiative caused her chest to be the center of attention. The remaining five girls watched Applejack’s naughty display with wide eyes. The conservative farm girl who had never once showed an interest in being man handled was currently flaunting her chest in public for all to see.

Rarity, not wanting to outdone by the farm pony quickly drew attention back to her as she gracefully shred her entire outfit in a single motion, revealing her full elegant body in all its glory for the entire town to see. As a reward, she was promptly displayed with two throbbing cocks before her, which she immediately took into both her hands and began to stroke. “It would certainly be unladylike of me to leave such magnificent examples of pure masculinity untended when I am responsible for putting them into such a state,” a voice in Rarity lust addled mind said to herself, “This transgression must be rectified!”

Rainbow Dash bit her lip as she pulled at sports bra containing a more modest pair of tits. A changeling didn’t seem to mind their size however, as one grabbed her jugs from behind her, roughly kneading the flesh beneath the work out attire. Rainbow Dash released a loud moan of pleasure. Stallions who had pulled that stunt before had earned a swift kick to the groin, but with these creatures, it just felt so right, almost as if she was supposed to let them use her body.

Twilight ripped her attention from the spectacle, hoping the rest of the town was faring better than them. To her horror, whatever spell the Queen seemed to be casting, it appeared to have been working even faster on their minds in comparison. She spotted Roseluck in the crowd, as naked a Rarity as she willingly grinded her marehood against the changeling hand assaulting it as she cupped her own breasts. The drones around her cheered her on, encouraging the young girl to drive herself ever deeper into acts of depravity.

Berry Punch was also seen amongst the crowd, moaning like a drunken whore as a lone changeling thrust his fingers underneath her thong into her dripping snatch while simultaneously pinching a nipple beneath her shirt. Another changeling who seemed displeased with the pace things were moving, roughly gripped the clothing the pony wore, tearing them from her body and throwing the scraps into a heap. Berry just grinned from the rough treatment, it was a crime to conceal her curvy body that could bring so much pleasure to these amazing creatures anyway.

The clothing heap in the town center grew ever larger as the scene in town progressed. Discarded underwear and dresses littered the street, some of which had been literally ripped off by various mares themselves, eagerly seeking to allow the men better access to their full assets. Once a drone had determined most of the town’s resident were now completely bare, he gathered every single piece of clothing from the ground with his magic. Combining the various articles and scraps together in one gigantic pile, he sent a green spark of magic into the heap. The pile instantly erupted in a blaze of green flame. Every changeling watched and cheered as the last clothing the mares would ever wear quickly dissolved into ash.

“Goddess above…” Twilight muttered to herself “This can’t be happening!” As the stunned princess took in every detail of entire spectacle, she felt her own royal clothing envelope in a dark green glow from the Queen’s magic. With a bright flash, they disintegrated into ash, harmlessly falling off her body onto the ground beneath her. Much to the Queen’s delight, Twilight made no movements to conceal her gorgeous body, too focused on the events before her. The queens eyes jumped to every curve on the hour glass figure of the sexy librarian she was about to own.

“Mmmmm, don’t worry dear,” Chrysalis cooed, gripping Twilight’s chin and forcible turning the girl’s head back towards her. “I wouldn’t dare think of letting a precious little thing like you onto my little greedy army’s cocks. Your mind is much too valuable to me to risk being fucked into oblivion. You Princess, shall be my personal consort” she said, licking her lips with a lust filled grin.

“This shot Twilight’s attention back to the Queen. “But but, how?” she stuttered, giving a slight shudder at the pleasurable thought of belonging to this woman.

Chrysalis just snickered as her horn ceased its greenish glow, the placebo spell no longer needed. With a powerful yank, the Queen threw off her own royal garments, displaying to the princess her curvaceous body that could cause any pony or changeling to drool in lust at the mere sight of. She focused her energy on one final spell, as she channeled her power. Something seemed to arise from her cleanly shaven slit. After a flash, Twilight opened her eyes only to be meet with a colossal new cock protruding from the queen’s legs, fully erect in the place a pair of dark lips had previously occupied.

Twilight noted how it was easily longer than anything she had ever taken, let alone see in her private life or in the drone army before her. She started to have her doubt such a thing would even be able to fit inside her without splitting her in half. The veiny member emitted a musky scent of sex that caused Twilight’s marehood to quiver, begging for attention. Her apprehension quickly flew out the window.

“I trust your books have told you changelings are capable of reproducing with any mammal,” Chrysalis said to the bewildered princess, giving her new dick a few swift strokes. Twilight knew it was true. She didn’t know how exactly it worked, but it was a unique ability only possessed by them alone, and it seemed like the fully intended to take advantage of that gift.

“Look around you,” Chrysalis said as she took in the beautiful sight before her, “Soon every mare in this quaint little town will be taking one of my men’s cocks into their dripping cunts. They are under strict orders to cum inside first and impregnate all of you sluts with their offspring” She shivered at the thought of her entire hive having their way with the town’s residents, their bellies bulging with her future soldiers. “And you Twilight, shall have the honor of bearing my child” she said with a sultry grin, softly rubbing her victim’s belly.

A small voice in the alicorn’s mind told her to stop and look away. Showing some impressive amount of self-control, Twilight managed to rip her gaze from the magnificent cock before her, giving one final look to her friends hoping that would were somehow resisting these creatures better than she was. Unfortunately, the remaining heroes of Equestria were now as naked as herself.

Fluttershy didn’t seem to mind at all though, the yellow dress she was wearing laying in shreds to the side, as she eagerly bounced on the fingers thrusting into her dripping snatch from below. Her muzzle was happily at work as she sucked off one of the throbbing shafts before her, taking two more in her hands as she jerked them off, wanting to please as many men as possible. She gazed up into her lovers piercing gaze, her eyes still maintaining a look of pure innocence after all she was doing.

Rainbow Dash’s sports bra and pants also lay discarded to the side, as she stood on her hands and knees. Pushing her black thong to the side, she wiggled her ass seductively giving a wink to her onlookers. With a firm slap to her behind, she giggled, “Let me show you what a real lover can do!” The drones hooted and hollered at once proud Pegasus making a whore of herself.

Applejack was on the ground, held down by a changeling who sat on her chest as he slipped his cock between the soft tit flesh the mare so kindly held together for him. Never in a thousand years did Applejack ever think she would let a man do this with her breasts, but with these creatures, for whatever reason, she found herself practically begging them to. Below her another drone had snuck between her legs, gripping her short shorts and panties and yanking them from her legs in a single pull, not that she would have resisted. His long forked tongue was quickly put to good use as he dove into the loudly moaning farm pony’s cunt, licking up as much of the tasty nectar as he could manage.

“You should relax, darling” Chrysalis spoke to her newest consort, “The rest of your friends are having fun, why shouldn’t you?” Chrysalis could tell by the way her target trembled she needed just one final push over the edge. Leaning into her ear she whispered “Think of it Princess… the two most powerful beings in all of Equestria convincing a child together… can you imagine what our offspring will be capable of? Think of the scientific possibilities,” she added by giving several small kisses along her neck.

Inside Twilight’s lust clouded mind that seemed perfectly logical. Finally the last of her resistance shriveled up as she died, as she drove in, eagerly taking the royal cock before her into her willing mouth, unable to contain her body’s arousal any longer.

The Changeling Queen grinned from ear to ear at how easily the princess had caved. “Good girl,” she said, giving a loving pat to her head. Twilight purred in delight from the touch of her new master.

Twilight was no stranger to pleasing cocks with her mouth, often taking some of the Ponyville’s male residents in her muzzle while inside the very library she lived at. She made it at strict point to shallow all of their cum, not wanting to leave a mess behind that would need to be cleaned later, but more because of the fact that she love love loved the taste of cum!

Twilight was hungrily sucking on the beast of a cock before her, as if to coax the cum straight out of it into her mouth. Her new master’s hands gripped the back of her head, helping the girl bob her head up and down her pulsing length.

“That’s it slut, suck your new owner’s cock,” Chrysalis moaned as she stroked the mane on the purple haired girl, “You’ll make a fine pet for me,” Chrysalis was quite surprised at Twilight’s blow job abilities, almost expecting the nerdy princess would need to be rigorously trained after her capture. She was glad this wasn’t the case. Hopefully the princess would continue to deliver when the time came for the main course.

The sight of one of the four princesses of Equestria standing on her knees, eagerly taking the Changeling Queen’s cock into her mouth was one to behold, drawing eyes from both changelings and lust crazed mares alike. As Twilight went to town, Chrysalis looked up to take in her spoils of war.

Sure enough, every mare in town lay completely bare, at the mercy of her drone’s skilled hands as they continued to dance and tease across their victim’s bodies, rocketing them towards unreached levels of arousal, all in preparation for what was about to happen. If only that bitch Celestia could see what these mares were really good for. She get hers soon enough though.

Feeling the foreplay had at last reached its peak, Chrysalis called out to her changeling army, “Let’s show these sluts what real creatures of love can do!”

Her men hissed in glee. Finally the moment they had been waiting for was here! They lined up their cocks to the dripping passages of the panting mares. Their dicks drove into their prize, easily slipping into their targets dripping nether lips of the lust-crazed mares. An endless stream of moans could be heard across town as the square delved into the world’s largest orgy. The mares of Ponyville willingly surrendered their most sacred of places to their invader’s fleshy members.

Many women were being shared, taken by two or three changeling members at a time. The former teacher, Ms. Cheerilee, was seen being double penetrated by a pair of changelings, working in tandem to thrust into the mare’s quivering cunt and ass, as they tried to fuck the mare’s brains out. The look on her face suggested she had lost the ability to speak or even think for that matter, as her tongue fell out of her mouth, letting everyone around her know she was in heaven as she vocalized her pleasure. It pained her to think that she was missing out on such sensations for all these years.

The spa ponies, Aloe and Lotus were at each others lips while a pair of drones behind them plowed into their wet fuck holes, quite obviously enjoying the spectacle of the two women. One reached a hand around to pinch an unattended nipple on Aloe’s bountiful breasts, causing her to release a moan into her sister’s mouth before resuming sucking at each others tongues.

Pinkie Pie now laid on the ground, her tattered pink bra and panties laying to the side as her legs were held in the splits. She released a moan of pure ecstasy as she returned the bucks she was given from her partner’s powerful thrusts. “Oooooooh,” she managed between the pounding she was receiving “This is the bessst party ever!” Her hips continued to pound into the groin of the channeling she had just met, feeling every pulse of the cock as it twitched inside her.

“Indeed!” Rarity could be heard purring just before another cock was inserted into her waiting mouth, twitching with pre-cum. She gave a devilish grin at the shaft that seemed delighted to see her. Realizing how good it felt to show her friends a side to herself she had kept hidden, she decided to up her game. Bracing herself, she swallowed the member before her to the hilt while moaning in delight, sending pleasurable vibrations along the base of the shaft. A bulge appeared in the white pony’s throat boasting how well trained her gag reflex was. The changeling appearing to be ever so pleased with the fashionista’s deep throating abilities.

A certain farm pony was too busy to respond to her friend’s skills however. Her muscular legs, a result from years of laborious apple bucking, were now being put to good use as Applejack rode her partner cowgirl style. The changeling below was obviously enjoying the view of her swinging breasts as the girl bounced upon his stiff rod. The mare threw her mane back as she let forth a shriek of pleasure as another orgasm erupted into her athletic body. Waves of pleasure washed over her mind. The drone beneath her shuttered as he felt her walls clench around him, doing its best to milk every drop of cum from lengthy piece of changeling anatomy.

The sight of her plan coming to complete fruition was almost too much to bear for the queen as she felt her slave’s tongue run along the underside of her cock. Turning to Twilight’s friends, she said “You should all accept your fates as my army’s new fuck toys… I can personally guarantee they will take each of your slutty holes everyday as they feed off your endless supply of love”

All of the girls let fly a moan of delight at the sound of that, resuming their tasks with renewed vigor, seeking to pleasure their new owners. The feelings of arousal and lust were unlike anything they had experienced before, and sought to keep it that way like their life depended on it.

Chrysalises pulled out of her pet alicorn’s mouth, much too nerdy princess’s disappointment. “Heh, there’s more important places your body should be using to pleasure my cock with,” she said, pushing the young princess unto her back.

Twilight look up with a lusty grin and smiled, spreading her legs as if to invite her new master to destroy her cute little cunny. Her arms moving almost one their own, pushing her breasts together. “Pleassse fuck your slutty personal cum dump’s pussy raw! I want to feeeel your cum coating every inch of my insides!” She moaned.

Chrysalis, who needed no encouragement to plow the slut into the ground, positioned the head of her member at the entrance to her lover’s dripping folds, before promptly spearing herself into her willing cunt

“Yesssss!!!!” Twilight cried out, roughly teasing her nipples with soft strokes and arched her back in pleasure emitting between her legs. It was such a fulfilling feeling, having a cock inside her. She could not love any more the feeling she held now. It filled a hole in her body that now existed for the sole purpose of pleasing her master. The disappointed feeling she felt when it pulled out couldn’t compare to the feeling in her sex as it drove back in with brutish force.

Judging from her owner’s face, she was beyond pleased with her tight cunt. Chrysalis’s face morphed into an expression of pure ecstasy as her slave’s folds attempted to milk all of her fertile sperm into her unprotected womb. “If I had known you ponies would be such willing whores,” she gasped between thrusts, “I would have done this long ago.”

Meanwhile, the changeling’s around the square were busy breeding their own respective mares. Fluttershy, who was now surrounded by a pack of horny changelings, showed no shame as she displayed her fully exposed body with her hands.

“Come now boys… free feel to use every part my body in any way you please. I mean, if you want to that is…” she offered. An eager changeling immediately stepped up, rubbing his dick across the wet folds of her cunt. The shy young Pegasus nervously bit her lip waiting for the moment he would ram his dick into her hole as two more cocks were presented to her for her services. After his cock was sufficiently lubed up with her juices, he pulled back before abruptly slamming his length into her ass.

“Ahhhhh!!” Fluttershy cried out, gripping the two cocks she held in her hands tightly. The assaulting drone bottomed out in her with a single thrust before pulling out, stretching her ass out before he pistoned back into her. He let loose his own grunts and groans, amazed at the mare’s tightness as her back hole clamped around his cock, his hips bucking wildly as he continued to fuck the pegasus’s brains out, doing his best to make the mare his.

Rainbow Dash had decided to take charge. Pouncing onto the nearest free changeling she saw, wrapping her athletic legs around his waist as they fell to the ground. Not missing a beat, she slowly slid herself down onto the dick of the momentarily stunned beast.

The soldier quickly recovered, grabbing the ass of his assailant as hyper active flyer flapped her wings, using them to rise and fall her slender body onto his cock. The drone grinned at the blatant eagerness of the mare to be fucked by his throbbing shaft. Perhaps he would keep this one. Pulling out a collar with his magic, he fastened it around the bouncing pegasus on his pole. As the collar wrapped around her neck, the ends fused together permanently, forever signifying the mare’s new place in the world. Rainbow Dash couldn’t be happier with the feeling.

Pinkie was likewise having the time of her life. “Yes! Just like that boys! Keep fucking my holes!” the ecstatic party pony yelled at the two changelings, effortlessly holding the mare’s body in the air as they cocks pistoned into her slopping cunt and ass and a synchronized rhythm. From her vantage point, she had the perfect view of her friends being violated, causing her own lust to become that much stronger as she was railed by the two thrusting cocks below her, trying to coax out their duel cream filling into her. The drones between her seemingly adamant on giving this crazy pony the best lay she had ever experienced.

Twilight let out a squeal of delight as her Queen hilted herself inside her marehood. Knowing that what the mares were doing would be considered high treason, there was no going back for any of them, giving them all the more reason to fully submit their bodies to their new changeling masters. With that Twilight pleaded, “Pleeeaaasee breed my slutty pony pussy master! My friends and I would be honored to bear your strong children. Don’t make us go back to those regular pony cocks!”

Chrysalis and the surrounding drones bellowed out a triumphantly laugh at how easily the princess had been broken by a few thrusts of a real cock.

Leaning into her ears, Chrysalis lustfully whispered, “Very well pet. I will make you MINE!” she promised as her pounding into her unprotected womb increased, harder and faster than before. Twilight let loose another series of pleasurable moans as desire flowed through her slender body. Her body went numb with the pure sensation of everything that was happening.

Finally, with one final thrust, the queen hilted her entire length into the quivering princess as she came into her deepest region. The queen losing herself in the pleasure of the moment as her vision blurred. Arching her back as what felt like gallons of hot sticky cum pumped straight into the girl’s aching sex. Twilight to fly her loudest scream yet as another orgasm racked her slender frame, her pussy juices mixing with the potent sperm inside her fuck hole. As torrents of her master’s searing hot essence continued to flow into her womb, she could only fall back, letting her tongue dangle from her mouth as her master’s sperm forced their way inside its new home.

Twilight’s mind somehow knew beyond a shadow of a doubt that she had been successfully impregnated by her lover. She fell to the ground, satisfied but completely exhausted. “T-Thank you master…” she panted before blacking out.

As if on signal by their leader, the changeling drones started to give their final thrusts into the writhing new pets. One by one, they all came into their respective holes, promptly followed by each mare’s respective scream of pleasure as they were reduced to nothing more than a trembling quivering mess. Mare after mare lay on the ground as their insides were filled to the brim with salty cum as they willingly gave their bodies in service. Any drone who had been unable to find an unoccupied orifice were jerked off from the mares beneath them. They too joined their bothers by showering their slaves with potent cum, covering their glistening chest and faces with thick layers of jizz.

Nurse Redheart gave an animalistic moan as cum spurted into her breeding hole. The thick, sticky cream invading her petite body, making her womb swell slightly as it struggled to contain her lover’s steaming hot essence that coated every inch of her insides. That didn’t stop the horny mare from clenching her walls around the wildly twitching cock, urging every last string of milky goop out. Finally, without another word, she dropped to the ground, smiling as she felt her lover’s creampie inside her.

Applejack’s used body feel to the earth as each of the three changelings around her pulled out. She slowly began to deflate as several liters of changeling cum poured out of her sore pussy and ass. Her stomach had also been completely filled with the salty treat. Her velvety lower lips spilling out the pearly excess, only to quickly be magically sealed in by the drone’s magic, hoping to ensure pregnancy. She smiled as she rubbed her lower region, the soon to be home of a new changeling offspring. A grinning changeling held one of the collars before her, which she immediately craned her head forward, allowing it to easily be sealed around her neck.

Chrysalis finally pulled her member’s from the depths of her consort’s love canal. As she gazed around the square, she felt an unmeasurable feeling of glee as everything she had planned for had turned out far better than she could have ever dreamed. Around her, there were still some of her men finishing up. A few of the more attractive mares in towns were receiving sloppy seconds as they were hammered from the front and behind at the same time. They came as one, filling their joyful holes with yet another helping of potent cum.

Elsewhere, some of the town’s female lay completely unconscious, their minds had proven unable to withstand the orgasmic sensation that changeling cocks were capable of giving. Her men moved to finish their work, fastening slave collars around all the willing necks of the mares. No one was resisting them at this point. Some had even attached a leash to their collars as they joined their master’s side, following their steps on all fours.

Chrysalis gave a devilish grin at the sight as she licked her lips. Mares really did make perfect changeling pets. She would have to make it a point to find some more…

The air was thick with love around the Queen. The smell of sex was so poignant, it would probably take days for it to clear up from the town square. She took a deep breath, inhaling it all, savoring the feeling sex brought to her kind. She felt her power soar to unimaginable levels as the ponies surrounding love feed straight into her. Picturing her changeling hive in her mind, her horn let loose its brightest glow yet as it gathered an immense supply of power. Then, with a flash, every mare and changeling in town vanished. Teleported to their new home where they could continue their work in peace.

Meanwhile in Manehattan

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Coco Pommel walked the streets of Manehattan, alone and cold in the winter night. The city had changed after news of the recent event in Ponyville. Police Officers now camped the street, on the lookout for any suspicious behavior. The problem was, however, no one knew exactly what to look out for.

To this day, investigators are still unable to determine what events exactly transpired in Ponyville. All they knew for certain was that the town’s residential stallions had all awaken one day in the town square, claiming to have absolutely no memory of the past few hours.

What was even more shocking though was Ponyville’s entire majority female population had seemingly vanished into thin air. Investigators searched high and low, even venturing deep into the Everfree Forest and other surrounding areas for them, only to come up dry and empty handed. Coco knew she should b¬e worried for her friend and fellow designer, Rarity, who had lived there. However, something in her mind told her that she was ok, better than ok in fact.

That feeling was all that could sustain her though, through the coming days. Equestria wasn’t given a fair amount of time to react to the mystery of Ponyville as soon other mares from secluded locations started to vanish, one by one. The only clues let behind were usually some tattered clothing scraps and stallions denying any involvement of the events, despite the air around them carrying and overwhelming scent of sex as it did in Ponyville.

With only that evidence to go off, many stallions were taken into custody. The public eye was looking for someone to blame for these disappearances. Guilty or not, those men would not be happy. All these arrests only served to increase the public’s panic to the whole ordeal. Mares in particular becoming increasingly worried for their safety and the safety of their friends. Appleoosa, Cloudsdale, The Crystal Empire, even Canterlot were all reporting missing females. Luckily, Manehattan had yet to experience any mare abductions, but everyone knew it was only a matter of time.

Fortunately for them, it appeared the Princesses were not turning a blind eye to the problem. Coco had read in the papers that a large group of Royal Guards had arrived into Manehattan earlier that morning. They had commandeered an underground bunker on the outskirts of the city, and suited it for their needs.

Soon after it was posted all around town that the establishment had been converted into a mare shelter, seeking to provide all females in the area with a safe place to spend their nights. Mares eagerly flocked to the safe environment, not that they had much of a choice. Apparently the royal guard had also issued a strict curfew for all mares in the city, requiring them to attend shelters such as the one Coco was currently traveling to.

Coco let out an exhausted sigh, her warm breath clearly visible in the frigid Manehattan air. If it was up to her, she would have been perfectly comfortable staying in her studio apartment like normal. The shy earth pony was normally apprehensive around large groups of people, especially like the ones she had seen traveling to their safe house tonight.

Looking around her as she walked, she could see other mares, all of whom which she had never meet, wearing skimpy outfits, despite the freezing air temperature. The cold air only serving to harden the barely concealed nipples through the shear fabric. Coco dipped her head as a blush covered her cheeks, realizing she had helped design some of those outfits her fellow mares wore.

“Halt,” a royal guard pony said, stopping Coco steps and thoughts with a sudden halt. “State your business citizen”

“Ummm, j-just showing u-up for the mandated curfew hours,” Coco squeaked to the guard.

The muscular guard pony eyed the meek pony from top to bottom, oddly seeming to spend more time looking at her ample chest, than the rest of her body. He then nodded and smiled, waving her through before resuming his post.

Coco sighed in relief, only then did she realize the scantily clad mares she was walking beside seemingly passed through the checkpoint without as much of a stop. “How odd…” Coco thought to herself.

Coco gazed around the streets as she approached the shelter she would be staying at for the night. Security was tight, extremely tight for that matter. Royal guards appeared to watch every corner, not letting a single stallion within a couple of blocks of the safe house. Taking all the facts into consideration, it couldn’t hurt. If there were any stallions Coco could trust in Equestria, it would be the loyal royal guard.

The sun had long since set as Coco reached her destination. Pushing open the bunker door, she strolled into the structure and down the tunnel leading below the earth. Inside, were dozens of mares, all of whom had seemed to have arrived earlier, currently being processed as the final group arriving for the night.

One of the guards stationed by the door noticed the late comer, and kindly hustled an apologetic Coco towards the congregation. As he resumed his post he gazed out the window. Sensing the fashion pony was the last mare who would be arriving.

“Lock it up for the night men,” he said as he clicked the locks shut on all the doors as well as drawing the covers to the windows.

Meanwhile, Coco gazed to the room before her as she approached the group. The room was lined with tables, all of which had a royal guardsman posted next to. On the table sat many empty bags and boxes. Coco could only wonder to herself what they intended to do to them for security. Surely this entire process be something simpler?

However, some of her nervousness died down as she recognized some familiar faces among the mares in the room. Besides the scantily clad mares, there was the supermodel Fleur De Lis, reminding everyone of her beauty as she struck a pose in her elegant white dress that concealed her perfectly shaped hourglass figure. She wasn’t showing off on purpose however, if you knew her you would know her body naturally moved into such positions.

In another part of the group, stood a trio of obvious friends, Minuette, Lemon Hearts, and Twinkleshine. Apparently they were in Manehattan to either visit friends, or flee Canterlot and its dwindling female population. Coco didn’t know which one, but either way they were roped into this mess now thanks to the curfew.

The last of the friendly faces Coco could recognize was the cellist, Octavia. Coco occasionally wished she had made friends with this mare. From the way she walked to the manner in which she talked, one could tell this wasn’t any ordinary musician, but a well refined mare worthy of royalty. She had had the good fortune to be performing in a concert in Manehattan during the Ponyville invasion. Her roommate, Vinyl Scracth, did not seem to share such luck.

As she approached the smiling mares, her hopes of striking up a friendly conversation were dashed as the head guard pony began to address the group as one.

“Alright Ladies! You’re the last group of the day so I’m going to make this quick. Once you’ve all passed through security you’ll be escorted to your room where you’ll be staying for the night,” he boomed to the girls. “However, due to some recent revelations from the Canterlot investigation team, we have reason to suspect that a mare is in fact, the perpetrator of recent events. Whoever this lady may be, they could be using a significant magical object of dark power, as it is the only explanation large groups of mares have moved such great distances”

The crowd let fly a collective gasp, as the mares eyes shot to each other, as if the culprit could be in the very room. They all remembered reading about the Alicorn Amulet’s usage by a mare before, was it the cause of the disappearances?

“Naturally, we have had to beef up certain security measures in our shelters in response. A large gathering of females would be a perfect place for that scumbag to strike”

Everyone in the group relaxed, confident that they were in good hands with the royal guard. Their relaxation quickly vanished into thin air as the captain explained what came next.

“By order of the Princesses, all mares are required to surrender their clothing and possessions to the royal guard. They will be searched and magically scanned for dark magic residue, before being returned to the mares the following morning after a good night’s rest. No exceptions.”

The mares froze, just now fully taking in that royal guard ponies lined the room, waiting silently to begin. The looks carried on some of the faces obviously portrayed the mares weren’t happy with this change in plans that had just been dropped on them. However, a greater number of mares around the room just rubbed their arms, obviously more uncomfortable than upset with the thought of being naked in front of such attractive stallions. To add to that fact, they were torn with the thought of refusal, and therefore framing themselves as the instigator of the crimes.

After a few awkward moments of silence, Fleur Dis Lee stepped forward to the tables at the front of the group as she finally sighed in defeat. She reached behind her neck and untied the thin straps that held each side of her expensive looking gown up. They fell below her waist to reveal to perfectly shaped d-cup breasts that bounced free and unrestrained from the restrictive clothing. Pooling the rest of her dress at her waist, the prestigious supermodel wiggled it along with her panties down her wide hips, stepping out of them to reveal her completely exposed form, highlighted by a cleanly shaven nether region.

The stark-naked lady then neatly folded up her attire, before handing it off with a huff to a smiling guard pony who placed it inside one of the many containers. She then stepped past the checkpoint, crossing her arms across her chest in a vain attempt to retain her dignity.

As if spurred on by the sexy super model’s display of immodesty, the remaining mares reluctantly began to disrobe as well. Shirts, dresses, bras, panties, socks, and shoes all littered the room as nudity became the new norm. Every article that landed on the ground was soon picked up by the royal guard’s emerald green magic, stuffing them carelessly into various boxes, which were then securely locked and hauled away.

A guard approached a shrinking Coco Pommel, still fully dressed and hiding in the corner. Impatiently, the stallion pointed inside the box he was carrying. Coco knew she was beat as her shaking hands slowly began to remove her personal hand-stitched outfit. It feel to the floor, leaving the slender mare scant clad in nothing but her cream colored underwear. With another glace from the guard, they too were quickly pulled off and placed into his possession.

Coco now blushing a powerful crimson on what seemed like her entire body. She attempted to hide her privates from the leering eyes of the guards and mares around her with her hands.

The guard pony smiled and softly spoke. “You know… you’re actually pretty cute. You shouldn’t be ashamed of your body”

This only served to redden the blush Coco held in front of the attractive stallion. As he walked away, Coco could spot some other mares who had listened in, playfully giggling at her new high school crush.

Coco’s hands were now occupied with the task of covering her embarrassed face, as the newly exposed mares were gathered and escorted by the royal guard down the hallway to their quarters.

Finally, the group arrived in the large dimly lit room. To the naked mares relief, the room was actually well heated, the only problem being there was nothing to sleep on in the room. Most of the walls lay bare excluding a roaring fireplace in the center back of the room, which must’ve been the source of the heat.

“B-But where are all the beds?” a puzzled Coco asked to the guard, as they took their positions on the walls. “I hope we won’t be sleeping on the floor tonight,” she pouted. She had secretly dreamed they were going to be given the five star treatment for some reason.

“They’ll be here momentary ma’am, please go join the others”

Tip toeing back to the group of exposed mares who stood in the center of the room, she waited idly by for something to happen. Some appeared to have grown more accustomed to the fact their bodies were on fully display, and no longer made an effort to conceal them.

Coco’s ears perked up as she heard some of the girls chatting about the disappearances, seemingly concerned for the mares but having no new insightful information that could lead to a cause or a culprit.

A few minutes passed of idle chatting, yawning, and stretching, all while the royal guard stood around the room silently waiting, often stealing glances at certain parts of the females in the room. Finally, the door to living room opened to reveal not their newly arrived beds but…

“Princess Celestia!” The mares shouted in unison, some were puzzled at her appearance here of all the places. The sun goddess strolled into the room, clad an elegant white and gold silk robe.

Coco was one of the few who remembered to bow to their princess, only to be returned with a warm smile from their celestial leader, which caused Coco to melt slightly at the mere sight of. The other mares seemed to be busy flocking around the princess.

“Princess! Princess! Have you found the missing mares yet?”

“Princess! Do we know who is behind the attacks?”

“Did you ever have a thing for your sister?”

Celestia only smiled at their questions as she pushed back to calm the mares. She took approached the fire pit, standing before the roaring flames as the mares gathered around her.

“Now now my children,” she softly spoke, the room feel silent “All of your questions will be answered in due time, but that is not why I am here however”

“Why are you here Celestia?” a puzzled mare asked to their benevolent ruler. It was a rather good question to ask, Coco thought. She could have sworn she read in the papers that Celestia would be remaining in Canterlot for the week while she personally oversaw the investigations.

“I am here to spend the night with my loyal subjects,” Celestia relied calmly, giving a loving rub to the mare who had asked. The mares burst into a fit of gleeful giggles at the thought of the night turned into a royal slumber party.

“But why?” a still confused Coco asked to the princess.

“Well my child, we’ve all realized we are living in troubling times, the disappearances of my loyal subjects has affected us all, as a nation”

The room nodded in agreement.

“I realize it is not a simple request for a princess to demand a group of beautiful women like yourself to disrobe in front of my guard, and it is times like these, I would like to remind you all that not even I should be held above everypony else”

And with that, the ruler of Equestria’s robe enveloped in an emerald hue of magic, then instantly vanished, leaving the regal princess as bare as the mares before her.

The group let out a collective gasp as their eyes flew to the perfectly formed body before them, illuminated by the fire to her back. Her breasts were large yet firm, showing no signs of sagging despite her age. Her clit was cleanly shaven, not a hint of hair reminded to be spotted, despite every eye in the room thoroughly looking. Her long legs appeared to be muscular and yet as the same time, soft and seductive.

“If my subjects are required to expose themselves to the world, then so shall I,” the Sun Goddess declared. The other mares nodded absentmindedly in agreement, still busy taking in all of their leader’s hour glass figure, some yet to realize they were drooling out of an open mouth. Coco was one of them. Never willing to admit she had secretly dreamed of being taken by Celestia, although to be fair, she was sure most mares and stallions did too. Coco was extra thankful she was standing in the back row as to help conceal her soaked pussy lips. Judging from some of the girls in front of her however, she was not alone. Some hands in front of her appeared to be drifting below, struggling not to attend to the burning sensation between their legs.

“Now ladies, if you would all please take a seat. There are further matters I wish to discuss with you”

The mares obeyed, joining their princess on the ground as she spoke.

Celestia sighed as she began to approach a difficult subject matter. “I have lived for thousands of years, and experienced many stressful days during my life. One of the most important things I’ve come to realize is that it is imperative that I keep my mind stress free and relaxed. I say this, not as just your ruler, but a mare as well. We have a duty to the world to not allow recent events get to us, or else the villain behind it all has already won.”

“With that said…” Celestia spoke calmly, taking a deep breath. I would like to share with you my own personal method of stress management. I hope you will all follow along in suit.” Without another word, the queen placed her hands upon her legs spreading them to the side, displaying her own royal sex, dripping with her juices, to the crowd. After checking to ensure all eyes on the room were between her legs, her fingers dove in, quickly going to town, working her folds with experienced precision.

“Aaaaaahhh!” the princess released with a lusty moan, arching her back as she closed her eyes, lost in the pleasure in the moment. The princess smiled in her own mind. There wasn’t a chance the girls would resist. She could feel the sexual tension in the room, and knew the inevitable was coming.

The mares were speechless. Everything was just moving so fast! One moment they were stripping naked in front of a room full of attractive stallions, now their princess sat before them, just as exposed as they were, masturbating for all eyes to see like it was just another day!

Other girls in the room handled the shock quite well. Finally allowing their mischievous hands what they wanted all along, as their fingers dove into their dripping snatches. Their hands going to work as their nimble fingers thrust in and out, earning lust filled moans across the room.

Twinkleshine watched as her two friends beside her rubbed their clits vigorously. Giving into peer pressure, a hand flew up to her chest, pinching a sensitive nipple, while her own hands fondled the burning sensation between her legs. It wasn’t enough. She rolled her stomach so as to mash her breasts into the ground beneath her. Arching her ass in the air with her knees, her fingers found their way back to their spot, as they began to pump into her earnest cunt with fiery passion. Unknowingly giving a perfect view of her lusty act of self-love to the stallions behind her.

“G-good girls…” Celestia panted between her finger’s thrusts. “Let out all that pent up stress you’ve been carrying around. Don’t be ashamed to let your inhibitions fly!”

Coco to felt the immense sexual energy filling the room, but restrained herself to nothing more than an occasional flick to her slit, knowing that the stallion guard ponies were still positioned around the room, watching the mare’s show with clear enjoyment.

“You there,” Celestia spoke, looking at the shaking Coco.

“M-Me?!” Coco stammered, as the princess ceased her efforts on her own snatch. Rising from the floor to walk over to the slender girl.

“Is something the matter? The rest of my subjects are enjoying themselves, why aren’t you?”

“I-It… it’s just…” Coco softly spoke, eyeing the guards around the room.

“Heh,” her princess giggled, “Dear, let me share with you something I learned long ago,” Celestia gently spoke, placing a comforting hand on the timid earth pony’s cheek. “The female form isn’t something that mare should be ashamed of. It should be embraced in all its glory! Let my men appreciate what it means to truly be a mare”

With that, the sun goddess’s hands went down, slowly inserting an experienced finger into the soaked passage of the fashion pony, while the other hand pinched an exposed nipple, hard.

Coco let out a gasp of pure pleasure as she felt their god’s fingers work inside her tight passage, rubbing her most sensitive spots with ease. Doing so in just the right way, as if she knew her body better than she did herself! That jump started the girl. Dropping onto her back, both of Coco’s hands dove into her snatch, working her folds with animalistic lust, no longer caring about the guards who watched her every move.

“There’s a good girl…” Celestia cooed, patting the horny mare on the head before walking back to her spot in the front of the crowd. Celestia looked around, giving a devilish grin. Sure enough, every mare in the room was busy at work, showing no shame as their hands attended to the burning fire between their legs, moaning like animals in heat.

Celestia approached a flustered Octavia, who was currently biting her lips as she shuddered from each touch her hands worked onto her. The cellist hit a sensitive spot in her pink folds as she let loose a wild moan, proving to the mares around her she wasn’t as uptight as she seemed.

“Don’t forget to attend to these girls up here,” Celestia said, reaching over and grabbing a nipple on one of the swaying cellist’s tits. Giving the pink flesh a rough pinch before saying “You have magnificent breasts dear, it’s such a shame you don’t show their natural beauty off more often.”

Octavia said nothing, her mouth otherwise occupied with lusty moans from her princess’s naughty words. Sparing a hand from the valley between her legs, she grasped one of her swinging breasts. Bringing the voluminous tit to her flushed face, while she took an erect nipple into her mouth and began to suck in earnest.

The distinct scent of lust filled the room. The moaning increased each of them felt their impending orgasm approach. Doubling their efforts, the mares furiously massaged their clits, begging for release.

Coco’s face was morphed into a look of pure ecstasy. Her mouth flew open, her vision blurred into nothing more than stars. Her hands pressed into her moist folds until finally, she came harder than ever before. Wave upon wave of pleasure flooded the timid girl’s mind as her body squirmed on the ground.

Around her it appeared as though the floodgates had been broken. Each girl let out a scream from the bottom of their lungs as they released their pent up excitement they had kept bottled for the night. Their bodies shuddered as they arched their back under the intensity of their orgasms. The floor soon became flooded with the juices of the horny mares.

Celestia could only smile from ear to ear as she observed her subjects. Each girls lay on the ground as they rode the waves of their respective climaxes, panting to the ceiling, with an occasional twitch here and there.

After a while, Minuette and Twinkleshine rose from the floor, turning to Lemon Hearts between them. Each grabbed a tired hand, which both rested in her moist pussy, and brought it to their mouths for a thorough cleaning.

“Mmmm, you certainly do live up to your name Lemon Hearts,” Minette cooed as she cleaned the love juices from her friend’s fingers with her tongue.

“Now then…” Celestia grinned, drawing the attention back to her. “Doesn’t that feel better girls?” Some heads in the crowd could only nod, others gave a moan of agreement.

“Well since I don’t imagine any of you will be sleepy after that…” Celestia paused, only to be meet with the sound of mares still attempting to recover from their intense orgasm.

“Excellent!” Celestia beamed, clapping her hands together. “Then I guess nopony would mind if we shared some stories? Because I believe I was asked regarding my relationship with my sister”

All heads in the room shot up, ears perked at the prospect of grade-A gossip.

“It is true the two of us have engaged in certain amorous actives. In fact, we perform them quite regularly on a weekly basis. My sister enjoys the rough treatment. Spanking, biting, whipping… she takes them all with a smile”

The room feel silent once again. Was the princess really just admitting every juicy detail of her sex life? The feeling of a fire slowly started to return between many mare’s legs.

“Every other night we can usually be heard masturbating from our private quarters… if my sister has been extra good, I usually assist her. She has the cutest face when she cums,” Celestia giggled with a sultry look to the mares.

“But enough about me. I am dying to hear what you girls have been up to in your private lives. Shall we go around the group?”

One by one, each mare spoke up. Revealing their deepest and darkest held secrets to the entire room, including their leader. Hesitantly at first, but soon realizing there was no judgement from their fellow ponies. After that, the atmosphere changed into more of a competition, seeking which girl had the naughtiest sex life of them all.

“My boyfriend once talked me into a three way with another mare, I ended up dating her instead later. But we still invited him over from time to time to let him upload in us. She was great and all but I still needed a cock inside me”

“I once had sex with my colt friend, even though I knew the girl next door was secretly watching. I later found out she had taken pictures of the entire thing and showed them to all her mare friends, which only turned me on more!”

“I’ve always wanted to try anal sex,” spoke Fleur, “but Fancy Pants has no wish to even try such a thing, despite my continuous pleas for him to take my ass” she signed to herself. “Our sex life has never been great. Lately, I’ve even had thoughts of pursuing a career path in pornography, just so I could experience a real lover for once” She was meet with comforting pats by the surrounding mares who sympathized with her problems. Finding a proper lover in this world was difficult, not helped by the fact mares outnumbered stallions by a three to one ratio.

The mares continued to share their sex stories, Celestia seemingly never satisfied until every detail of the mare’s private life was out in the open. Photo Finish stated that she enjoyed taking her interns out into back alleys to ravish on a weekly basis, but Celestia didn’t settle for just that. By the time the silver tongued princess had finished with the mare, the entire room knew that Ms. Finish had a kink for publishing anonymous photos of herself in Play Pony magazine while in various states on undress from the shoulders down. Several mares blushed upon remembering they had gotten off to the issue she spoke of.

Octavia was foolish enough to believe the horny princess would be satisfied by simply saying she and her roommate had two beds in their house, to fool their parents of course, but only ever used one of them. Celestia took a wide interest in this particular mare, coaxing her into revealing her favorite positions, partners, and of course, sex toys, some of which Coco had never even heard of before. Apparently despite her relationship with Vinyl, the cellist had multiple friends-with-benefits arrangements with a few different members of her orchestra.

The eyes in the crowd all shifted towards Minuette, who did not disappoint. Whenever her mare friends held a slumber party with her, the blue pony would bring a vibrator between her legs as the other girls slept. Often waiting until they were completely asleep before sliding their PJs off, and groping their exposed forms.

“Lemon Hearts, Lyra, and I knew that for a looong time, Minuette,” Twinkleshine interjected, matter-of-factly. “We were doing it to you too. It turns out a mare can cum in her sleep”

“WHAT?!” A shocked Minuette could be heard shouting. Even some of the guard ponies who were intently listening to every word the mares spoke managed to laugh at that.

The mares giggled with each tale, some of which couldn’t resist sliding a hand back down between their thighs to attend their aching sex.

As the Lemon Drops finished her story involving walking into the wrong locker room on purpose, which ended with her pleasing the entire room of colts with her hands and mouth as a fake apology, Celestia chuckled. “I guess we are all just a bunch of slutty whores, aren’t we?”

The girls laughed as they turned to Coco, the last pony to have yet speak.

“Well dear? What do you have to share with us?” Celestia asked softly with a warm smile. “A tale of love and lust perhaps?”

“W-Well…. no,” the timid Coco responded meekly, averting her gaze from the crowd of mares on her.

“No…? You are not a virgin though, is that correct?”

“Yes… m-my boss took my virginity… we were both drunk after attending a party. But it was over in minutes, he took me over my own work station and thrust into me a few times before he came inside” Coco shamefully admitted. “I wasn’t even able to get off from the experience…”

“Oh my… I am so sorry dear,” Celestia slowly spoke, taken aback. The other mares decided on giving the dejected pony a comforting hug. “There few greater tragedies in this world than when a mare is left unsatisfied.”

Celestia paused for a moment, thinking to herself. “I can’t change the past, but perhaps I could do everything in my power to make it up to you,” Celestia said, beckoning one of her guard ponies over with a finger. As he took his place beside Celestia’s side, Coco let out a gasp, realizing it was the same friendly attractive stallion who had boxed her clothes earlier.

“This here is one of my best and strongest men,” Celestia said, before firmly grasping the stallion’s pants and pulling them to his feet with a single tug, revealing his throbbing shaft. The impressive member gave a twitch as all eyes in the room glued themselves to it.

“This little friend of his is guaranteed to bring you to climax several times over before he’s finished,” Celestia boasted, admiring the impressive member with her hands. “His job depends on it” The handsome guard let out a gulp. “And you are free to borrow him for the night to use in any way you wish. Please return him in the morning, assuming your mind is still intact that is…”

Coco’s body could only tremble as the gray royal guard slowly walked over to her, taking his position in front of the shaking mare. He lightly pressed a hand to her face, steadying the poor girl as he gave her a reassuring gaze. Coco nearly melted at that look! It conveyed every emotion of excitement he held, while also telling her to relax and enjoy herself. Coco nodded, steeling herself for the rough ride ahead of her with a smile.

“Well girls,” Celestia spoke as the crowd watched the two ponies flirt together in their own little moment. “It certainly would be unfair of me to only grant one of my loyal subjects the pleasure of a royal guard’s treatment. Would anypony else desire to take one of my men out for a test ride tonight?

Every single hand in the room shot up, an action so quick their breasts bounced as their bodies practically leap from the floor.

Celestia let loose another giggle. “That’s what I like to see,” she said as she gestured for the rest of the guards in the room to join them. “One tiny problem though ladies, it seems as though there aren’t enough of you girls to go around, so I’m afraid some of my men are going to have to share your bodies. I hope you can handle them, they certainly can get quite aggressive sometimes.”

One by one, the royal guard approached the naked women, stripping off their uniforms as they walked. Standing beside whatever mare they wanted to fuck, letting the mares gape at their throbbing appendages in all their glory.

The air was thick with lust-induced anticipation, as the mares slowly started to rise to their knees. Some choose to take the cocks in their mouth, ensuring they were properly lubricated for their incoming assault. Other stallions in the room elected for a different approach, sliding their shafts over the folds of the dripping mares. The mares let a whine escape their tongues at their partner’s loving tease, wanting nothing more than for the men to simply impale their cunts with their rock hard cocks.

“Oh… and perhaps there is one more thing I should tell you mares before we begin,” Celestia spoke from her spot.

Suddenly a blazing cover of green flame enveloped the princess. Emerging from the flames stood a women, her bare flesh no longer white, but pure black, giving a predatory smile to the mares before her.

“Chrysalis!” the mares shouted in unison. They weren’t given full time to react though, as each of the royal guards subsequently enveloped in a green flame. Emerging to reveal a pack of changeling drones, their members even longer, and their bulging muscles even better pronounced. It was a lot to take in – especially when one of those drones appeared in front of them, their cocks still positioned to piston into their soaking holes at any moment.

“That’s right girlsss~” Chrysalis cooed. “I’m afraid my men and I had a little fun tonight getting you into the mood. But I’m happy to say you all passed our little test with flying colors. I think you will make excellent additions to our program.”

Chrysalis chucked at herself at each of the mares shocked expressions. No matter how many times she did this, it never did get old. Continuing she spoke, “Make no mistake though, my men are fully willing to fucking your cute little brains out, but if any of you girls feel like stepping out now, we won’t hold it against you.”

All of the pony’s eyes glazed to the creatures that stood before them. Everything was still there. Their comforting look, their gentle hands caressing their flesh, soft kisses along their neck and down their stomach, and of course their throbbing organs between their legs. There wasn’t a hint of malice or hatred in their eyes as one might think, hearing about the invasion in Canterlot, but only soft loving expressions. The mares knew these creatures wouldn’t hurt them, in fact, quite the opposite.

One by one the ponies nodded, signally to their lovers they were ok with the change and wanted to begin.

“Good…” Chrysalis gave a devilish grin as not even the shy Coco Pommel showed any desire of stopping. “Enjoy yourself girls!”

And with that every changeling in the room let out a pleasurable hiss as their lubricated members easily slid into their prize’s soaking slits. Throwing her hair back, Coco let loose a deep moan of ecstasy. God, it had been far too long since she had a dick inside her.

The drone watched in awe as Coco’s tight pink lips hugged his prick, and trickled more of her juices down the shaft and her thighs. This mare was amazingly tight inside! Almost like a virgin. He could feel her walls clamp down, attempting to squeeze the life from his cock as he thrust another inch of his length into her silken depths.

Various gasps and moans could be heard throughout the room as a symphony of lewd smacks and occasional slap echoed across the room. Each mare working hard to impress their experienced lovers.

Fleur seemed overjoyed from the fact that she was finally being able to experience being taken from behind. The pure sensation was more than she could have imagined. A drone behind her shared the expression as he ravished the rich women’s anal virginity away.

“Ahh!! Mmmmmmm, it feels sooo g-good,” the shameless mare moaned as the drone behind her drove into her ass. “This is so much better than what Fancy Pants could ever give me!!”

Being unable to resist the unattended lower region of the horny mare, a changeling drew himself alongside the mare, sandwiching the supermodel between his fellow soldier, before shoving his pole into the depths of her quivering walls.

“AAAA! Too m-much!” the mare shouted, as her body begin to numb with pleasure. She felt every pulse of the two cocks lodged within her privates, sliding into pleasure points she didn’t even know she had.

Lemon Drops was also one of the lucky ones as a guard approached her mouth, wanting to see if her perverted tale was actually true. Presenting his thick meat to her face with a few slaps on her cheek, Lemon Drops wasted no time going to town on the cock, doing her best to work her throat muscles as she was railed from behind by another drone.

Coco looked down at her lover’s cock penetrated into her pussy lips at blinding speeds. True to Chrysalis’s words, she was on her third orgasm so far, and rapidly approaching her fourth.

The changeling above her let out a hiss of pleasure as he felt Coco’s velvety walls constrict around her member. He could tell from the moment she walked into the safe house, that this was the mare for him. She eagerly gave her body willingly to him, and he would not disappoint. He bit his lip as he convinced his cock to give this sexy mare the greatest lay she would experience in her life.

The drone changed his angle of his thrusting slightly, allowing himself to hit even deeper into the fashion pony’s cunt. Coco felt a sudden shock within herself, one that made her gasp and shudder. She threw her arms around the neck of the changeling above her and held on tight. The drone smiled as the girl quivered into his neck, her fingernails digging into his muscular back.

Coco let out a moan of ecstasy as she pleasured herself on the throbbing member that was impaling her. She felt her climax fast approaching, the drone above her seemingly knowing as well as he picked up the pace of his thrusts, showing no mercy to the horny girl. Her tits swung free, bouncing with every thrust from the frenzied soldier.

With a final grunt, the changeling hilted himself inside his target, emptying his load into her hungry snatch. Rope after rope was pumped into the tight cunt, the drone determined to fill it to the brim and beyond as he continued to thrust.

The feeling of another species’ cum filling her womb was too much for Coco to handle. Letting fly her loudest scream yet as she came harder than any moment she had experienced in her life. Her entire being quivered with overwhelming pleasure as orgasmic bliss threatened to tear her sanity apart. After minutes had passed, seemingly hours in Coco’s mind, her lovers thrust slowed to a halt, and she collapsed onto the floor.

Around the room, the other members of the orgy were quickly approaching their final straws as well. The moans around the room reached a lewd crescendo as cocks spurted searing hot spunk into the mares.

Fluer’s eyes shot open wide as she felt the twin rods in her willing holes erupt at the same moment. Searing changeling spunk filling every inch of her insides as her belly swelled slightly, struggling to contain it. She shuddered at the pleasurable feeling of her body being used for the sole purpose of pleasing the two members.

Octavita let out a gasp of surprise as she felt her own lover’s sticky essence fire off into her womb. She half expected them to pull out like her partner’s normally did. But she soon relaxed, enjoying the feeling of her deepest regions with covered with cum. Knowing the fact that it wasn’t one of her safe days only served to turn her on even more.

Minuette, Twinkleshine, and Lemon drops were all facing each other, being railed doggy style by a drone behind them. An unspoken competition had formed between the girls, seemingly whoever could milk the most baby batter from their new lover’s cocks into their fertile cunts. The three drones let out a grunt as their members came inside the girls, feeling their tight walls work to coax every drop of cum from their balls. Feeling their wombs filled to the brim drove each of the mares into their final orgasm of the night. Their arms each gave way as they fall to the floor, as nothing more than a moaning, writhing mess. The three changeling behind them still working to pump their entire supply of essence into the girls, determined to impregnate the trio.

At last, the action in the room slowly to a halt. The only sounds remaining were panting breaths with the occasional moan. Not a single pussy in the room remained empty, all except Chrysalis that is, who seemed content to simple watch her men break in their newest addition of mare breeders. This batch in particular was certainly looking promising.

Coco cooed as she cuddled up against her lover in a warm embrace. The drone’s cock was still lodged inside her lower lips, serving as a plug to keep the entire supply of changeling cum inside her unprotected womb. Breaking the moment briefly, the changeling levitated a collar in front of his mate.

Without a moment’s hesitation, Coco grabbed it and fastened it around her neck, the ends permanently fusing together as the last clothing she would ever wear. Smiling, she resumed her cuddle session with her partner, overjoyed with the greatest gift she could have been given.

“Well ladies, I’d certainly say you all had one hell of a night,” Chrysalis laughed to herself. Continuing, not expecting a response from the exhausted mares the queen said, “Now, if you’re willing, I can take you girls to your new home, and this can become an hourly thing for all of you.”

Chrysalis paused, letting her words soak in, “You shall be reunited with your missing friends, and I’m sure the rest of your remaining mare friends will be joining us shortly. All I ask in return is you simply give us your body and love to use as we see fit”

The mare’s ears in the room perked up, seemingly fascinated in this once in a lifetime opportunity.

“If you are interested, my men have a special little gift for you”

Changeling slave collars flew out as they were held by her magic in front of each panting mare. Some of the girls in the room wasted no time fixing the collars around their necks. Others were more hesitant, but soon gave into temptation as the collar went on, forever signifying their new place in Equestria.

Chrysalis gave her patented devilish grin, no longer surprised by the fact a single mare had yet to turn down their offer yet.

“How does it feel girls? To know you belong to a species that has perfected love in its entirety?” Some girls gave a shudder at the thought, excited for what came next.

Chrysalis’s horn glowed a powerful emerald green as she prepared her mass teleportation spell back to the hive. She ever so looked forward to breaking in the next group of mares. Ruining Celestia’s reputation over and over never managed to grow old.

With a flash, every occupant in the room vanished into thin air.

Hive Five

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“Come on, Redheart!” complained Twilight with a stomp, “I need to get my report back to my master. Do you have any idea what will happen if she doesn’t get exactly what she wants?”

“I-I’m s-sorry,” the nurse could be heard saying between moans. Understandably, the nurse was a bit tied up at the moment, her slim body currently being held in the air by the lone changeling behind her. Her frame were repeatedly impaled by the rigid shaft between its legs, lifting and dropping her hips as if she weighed nothing more than a mere twig. “By m-my co-count,” the nurse let out a deep satisfied groan of delight as her lover hit her g-spot, “89% of all m-mares here have been s-successfully impregnated.”

“Excellent!” Twilight beamed, moving around to the side to get a better view of the action. Nurse Redheart was having a hard few days to say the least. Being one of the more attractive mares that had been stolen from Ponyville, her body was normally being used around the clock. To add to that fact, she was one of the few mares that had yet to hold a changeling spawn growing inside her, which only drove more drones of the hive to seek her out and creampie inside her tight cunt.

As if on cue, the nurse felt the cock lodged within her spasm. The changeling’s balls twitch as they emptied their load within her.

“Oh god!” She screamed as the feeling of the creature’s hot spunk filling her unprotected womb drove her into her own mind numbing climax. Her body withered and spasmed on its member, but was held firm by the changeling as his cock pumped more and more of the fertile seed into the mare’s dripping cunt.

Twilight watched with wide eyes and the nurse’s belly began to expand, struggling to contain everything her lover had to offer. Previously, when others had finished inside her, it spilled out, making a mess on the floor with a mixture of cum and her love juices. But now everything was being magically held in by the changeling’s magic, who sought to mark this gorgeous women as his.

The nurse collapsed onto the floor of the infirmary, completely spent and exhausted. The room itself was relatively empty, but was soon to be filled with countless changeling offspring. One of the many facts Twilight had learned during her stay was that the time it takes for a changeling to be born was a mere fraction of that time it took for ponies. Another point in their favor she figured.

The changeling pulled out of Redheart, admiring his work.

“Good boy,” Twilight cooed as she knelt down to the drone beside her. Kindly taking its cock into her mouth, she began to clean off the delicious juices that coated its length, savoring the enchanting flavors. Popping the wilting member out of her mouth, she added, “Keep that seal on her cunt for a while. We don’t want our friend to feel left out, being the only mare in the hive who isn’t pregnant.”

The changeling nodded, gently picking up the dazed nurse and hauling her off to God knows where. Probably to see if his friends wanted to try a hole.

Twilight stood up, stretching her aching body. The warm air of the hive felt good on her fully exposed body. For the life of her, she did not know why she had once bothered with the hassle that was known as clothing. Arching her back and thrusting her chest out, she teasingly mocked two passing-by changeling with another deep stretch. She giggled to herself playfully. Unlike the other mares in the hive, who were all fair game, Twilight proudly wore the Queen’s royal collar around her neck. This, of course, made her Chrysalis’s personal consort, and therefore off limits to anyone but her, less they wanted to risk feeling their leader’s wrath. However, that didn’t make her body exempt from the occasional pinch or grope. All of which she welcomed with open arms.

The pair she had chosen to taunt were no exception. One of the drones moved in front of her, feeling her tits in his hand which were so willingly presented to him. The other moved behind her, admiring her firm ass cheeks before dealing them a rough slap.

“Ahhhhhhhh,” Twilight purred happily, as the two men walked away with heightened spirits. She laughed as she thought back to the old days in Ponyville. A stallion had once tried to feel her up while her eyes were closed in concentration. He had awoke several days later in the hospital, oddly enough, not regretting his actions. But now, here in her new changeling home, a spanking was a common and welcomed greeting.

Twilight began to walk the tunnels of the hive, eager to get back her master’s personal quarters. Her owner, Chrysalis, had been in a relatively good mood since they arrived from Ponyville, and she didn’t wish to change that by simply being tardy.

The tunnels themselves reminded Twilight of the Diamond Dog’s den she and her friends explored one day to rescue Rarity, who had been kidnapped and raped. Of course they had quickly released her, claiming they couldn’t stand her constant whining, but Rarity herself always held they weren’t men enough to handle everything she had to offer.

But back to the tunnels, one of the most noticeable differences between the two locations were that these halls were wider, black, and lit with countless green and white crystals. The entire system connecting paths were so large she had yet to explore them all completely, but a feeling inside her told her everything she would find would pretty much be the same.

Littering every tunnel would normally be a hole leading into room of various sizes, all filled with the familiar sight of mares being fucked to no end by changelings. Each room was lined with soft pillows, blankets, mattresses, or whatever soft objects one could lay on, including mares themselves. All of which had been stolen during their multiple raids in Equestria.

Not like constant fucking was to be unexpected. Changeling drones seemingly had an undying libido. And when the rules of the hive forbade females from wearing any sort of clothing whatsoever, so naturally, you could imagine what was bound to happen.

There were no doors, no windows, no privacy, not like anyone seemed to mind, because above all, there was no shame. The once closely held secrets concerning each women’s sexual kinks and desires were now all on full display for the approval of their masters. The common sound of moans and wet slaps filled the tunnels practically day round. Room after room never failed to have at least one mare being taken by one or more drones in various positions. Doggy style, reverse cow girl, missionary, hardcore anal, rough deep throating… Twilight could only wonder if these creatures were into everything. At the very least they were all huge perverts, but that was to be expected from creatures that had perfected the art of sex.

As Twilight walked her path, a few of her fellow mares passed by. Some by themselves, others being led by their master who held a leash, firmly attached to the collar sealed around every mare’s neck. Spotting a familiar face, Twilight waved to Coco Pommel, who returned her greeting with a smile. The no longer shy pony was being walked down the hall by her owner who had claimed her in Manehattan. By the looks of things, her belly was already starting to swell with their offspring.

“Good for her,” Twilight thought to herself, as the couple passed by. Rubbing her own swollen stomach with pride, the soon-to-be-mother Twilight eagerly awaited the day when she could be impregnated again by her owner.

It had been two weeks since the invasion of Ponyville. Twilight had wasted no time after they teleported into the hive. Between each session of passionate sex with her master, the pony princess was running her brain dry, attempting to optimize the most efficient way for the changelings to capture additional mare slaves. She knew what the ponies would do, how they would react, and where exactly to lay her traps.

“Mare shelters… really?... They honestly fell for that? Well… whatever”

The way Twilight saw it, she was still their pony princess, and she had a duty to her people to make them happy, even if they had to cum around to the idea of being a changeling sex slave over time.

But despite her best efforts, somehow the secret had got out, and every pony in Equestria now knew that the changelings were responsible for the pony abductions. The current stallions held in custody under suspicion were released as the remaining population banded together in search of the changeling and their missing mares, not like they would ever find where they hid. From what Twilight had gathered, this location wasn’t even remotely covered by any existing maps.

Other stallions, now the majority of the remaining population, had taken to fiercely guarding their remaining females. More often than not, it tended to be protection against their own will. Forcing them to leave their routine lives to live under armed supervision. For ‘their own good’ they said. Not to mention the mare’s bodies were usually taken as payment in exchange for keeping them safe. It was not a pretty outcome as a result Twilight’s efforts, but it served to motivate her even more into getting those few remaining women into her clutches.

Twilight let out a sigh, her mind shifting back to Chrysalis as she walked. The queen had shown them all nothing but kindness once they were teleported into her home. True to her word, she asked for nothing more than to let her men use their bodies to their heart’s content. The mares of course, were more than willing to oblige.

Although Twilight herself was impregnated during her first encounter with her benevolent master, that didn’t deter the queen from claiming her body again and again each and every night. Even if Twilight’s mind blacked out from sheer exhaustion or pleasure, she awoke later to find that her orifices were filled to the brim with her master’s cum, who had never, for a moment, considered stopping her assault on her unconscious body. Every time she emptied her balls inside the pony princess, she grew stronger, which in turn, only served to increase her lust and sex drive.

Another few months of that treatment Twilight feared she might have started thinking that the Queen was too much for her to handle alone. All of that was fixed of course, when her spies made a surprise trip to The Crystal Empire, picking up her two favorite ponies there. One of which she was on her way to see now. The other being the only reason she had a moment to herself to roam the tunnels of her new home.

Life was almost perfect at the hive. The stress of the ponies everyday work lives vanished around them, replaced by around the clock pleasure. The changelings had every incentive to care for their property, and the mares felt the same in return.

But that didn’t mean there weren’t problems, far from it. Other changelings had heard of this particular hive’s success in breeding mares, and began to migrate over by the dozen. As the drone population grew, Twilight feared that soon, there wouldn’t be enough holes to go around, and stallions were guarding the remaining mares too closely for anymore large group kidnappings.

On top of that, while the women did enjoy being railed 24/7, one had to admit that changelings made for poor conversations. Some mares, particularly the married ones, longed for the companionship of their inferior stallion lovers.

Fortunately, there was a single solution to all of their problems! Twilight grinned as she walked into one of the few rooms not currently occupied by a mating couple. Its primary duty served as a holding cell.

~~~~~~~~~ ~~~ ~~~~~~~~~

“Him,” Twilight said, pointing to her brother in the green holding pod. The changeling drones worked to remove Shining Armor from his prison. Twilight felt odd, knowing she outranked the drones in the army due to her status as the queen’s consort. Sometimes she felt she should be beneath them, but those were thoughts for another time as her brother was plopped onto the ground before her. Green ooze coated his captain’s armor.

“Huh… where am I?” A confused Shining Armor questioned, gathering his bearings. As his vision slowly returned to him, he focused on the figure before him.

“Twiley!” He shouted, ecstatic to see his sister again, who he had thought captured along with the rest of Ponyville’s women. He jumped to his feet, ready to give the lovely little book worm a warm hug, only to freeze in his tracks as he took in the rest of the room. His little sister stood there with a predatory grin, naked as the day she was born, and doing nothing to conceal her luscious curves from the group of naked changelings behind her.

“W-What’s going on Twilight? Where are your clothes? And where am I?”

“Hello brother,” Twilight smirked. “You currently have the honor of being the first stallion to set foot in the changeling hive. But don’t worry! That won’t be for long.”

Shining gulped at the tone of his sister, the air around him seemingly getting colder.

“Where’s my wife, is she ok?”

“Cadence? Oh don’t worry about her. At this very moment she is being attended to by my master. She seemed quite happy last time I saw her,” Twilight replied.

“Master?? W-what are you talking about Twily? What did they do to you?”

“What did they do to me? These wonderful creatures helped us see the light, brother” Twilight answered back, cupping the chin of one of the drones beside her. “They showed us life could be so much more than what we had, and we work to express our gratitude to them every single day. But I know where you’re coming from. We were being selfish hogging these men to ourselves. If friendship has taught me anything, we really should learn to share.”

Twilight had learned a great deal about the once mysterious changelings from her short stay at the hive. To simply say they fed of love would be a massive understatement. The truth of the matter was, every time a mare orgasmed around a changeling, the drones grew stronger. Not just in physical strength, but their vitality as well, enabling them to cum harder and longer, which only encouraged the mares to repeat the process in an endless cycle. Twilight theorized that even a single common drone would now probably be more than she could handle in a fight, and that was only from a few measly weeks of feeding. Twilight was practically bouncing with excitement, thinking of the power these creatures would soon possess.

As a prominent example of things to come, that very power which was now to be used on a new experimental spell, targeted at her beloved brother. By her order, the five changelings gathered in a group around the royal guard captain.

“W-What are they doing Twilight? Tell them get back!” Shining Armor shouted.

“Trust me big bro, you’ll like this one,” Twilight said with a wave of her hand, signaling for the drones to between casting their spell. A green mist slowly began to rise from the ground, enveloping all of Shining Armor’s body.

“Poison?? No….… if they wanted me dead, they would have already done that by now. Still, I shouldn’t breathe it in,” Shining thought to himself, holding his breath, drawing on his training in advanced interrogation resistance.

Whatever the mist was, holding his breath didn’t appear to do anything. The mist itself seemingly being absorbed straight into the skin of the stallion.

Shining twitched as he felt his body begin to shake and wiggle. “What the…” he thought to himself. He coughed as he released his held breath, taking a moment to feel his arm.

The muscular arm that had been toned through a series of rigorous work outs, now appeared… feminine? The once rough skin along with the hand that was feeling it, were now simply soft and smooth. The muscles on his legs were also clenching, reshaping to match something akin to a more petite form.

Shining tried to gasp in horror as he witnessed the change, but all that came out of his mouth was a girly moan. He was glad his men weren’t around to hear that. His hair grew as well, the once trim strands now growing, extending down, past his shoulders, stopping to rest against the small of his back on his new hour glass figure. Shining didn’t notice this however, his concentration completely focused on his chest. His once rock hard pecks, had now softened, before growing out… and out.

“What’s going on down there????” Shining Armor panicked inside his mind. He wasn’t left wondering for long however, as Shining Armor’s armor was enveloped by the green mist, disintegrating into the air around him to reveal a pair of modest breasts. Or, modest was what they used to be, as the continued to grow, expanding on his chest, finally halting around the size that would make Celestia herself envious.

“Note to self: Changelings like big boobs… and are huge perverts” Twilight silently thought to herself as she watched the final stages of her brother’s transformation with scientific excitement.

His visible stallion hood had vanished, the once pride and joy of Cadence, laying in its place were a pair of velvety lips. His… no her… new slit was already dripping, overcome with pleasure as it experienced its first exposure to the world.

Shining Armor panted as the mist around her dissipated, the spell complete. Quickly she moved her new soft hand to her body, feeling every inch of it. Sure enough, the once tone muscular body was long gone, now replaced with a sleek curvy figure. Curiosity got the better of her as a finger wondered up to her stiffed nipples, giving them a flick. Shining doubled over, her body going into convulsions as it experienced pleasure it had never once felt in its lifetime. It felt… gooood… great in fact! She wanted more.

Before Shining could let her new soft hands go to town on her fresh breasts, they would grabbed by Twilight.

“Now now, big sis,” Twilight joked in a playfully manner. “There will be plenty of time for that later”

Stepping back, she took in the changeling’s magical handiwork. Sure enough, every trace of her brother’s old muscular body was gone, replaced with some more akin to Twilight’s own figure, strikingly similar in fact…

The new body held the same luscious curves, pert nipples, toned ass cheeks, and slender form. Was this the drone’s way of expressing their inability to sleep with Twilight? But more importantly, were changeling’s developing the ability to morph a mare’s body into anything they wanted? This could be huge!

Drawing her attention back to her still shocked sister, she knelt down, placing a comforting hand on her cheek.

“I think the name, Gleaming Shield, suits you better now sis,” Twilight giggled. “I always wanted a sister anyway!”

Gleaming Shield, dealing with recent events quite well managed to speak with her new feminine voice, “What-what did you do to me Twilight?”

“Don’t worry big sis, the change will only be permanent if your body wants it to be,” Twilight replied with a smirk. Stepping back and turning to the drones that waited patiently on the sidelines. “I think we can start adding stallions to the menu boys!”

The drones cheered at the prospect of fresh meat. Licking their lips in anticipation.

“Now go easy on her,” Twilight said. “It seems like the change has left her new girly parts in an extremely sensitive state.”

The changelings nodded as they dove into their prize. Twilight walked out of the room smiling. She knew they wouldn’t listen.

~~~~~~~~~ ~~~ ~~~~~~~~~

Finally, Twilight was on her way back on track to her master’s private quarters, practically skipping along with glee. Changeling and mare eyes alike moved to take in her wildly bouncing breasts.

Twilight peaked into one of the rooms she passed, seeing the three cutie mark crusaders on their knees, being taught a valuable deep throating lesson by their respective masters. Twilight smiled as she saw the three eagerly perform their task with gusto. Scootaloo seemed the most talented at her job, as a visible bulge could be seen forming from her neck. The bottom of the bulge expanded as the tip of the cock in her mouth flared. The obviously delighted changeling rewarding the orange mare’s skill with a fresh deposit of cum, straight into her stomach.

Well most mares, pregnant or not, insisted on taking their lovers primary in the cunt first, routine blowjobs also held their own importance in the hive. Changelings were sustained on the women’s love and admiration alone, but their ponies still needed a source of food in order to function. Fortunately, after multiple rigorous research sessions, it had been discovered that Changeling Cum™ was a perfect source of substance for ponies. Whenever a mare felt the hungering sensation in her stomach or between her legs, all she needed to do was find the nearest drone and suck her dinner straight from the spigot. Not to mention the added bonus that the semen was rich in vitamins and minerals, which coupled with the constant exercise, easily kept every mare’s body in tip top shape.

Skipping down the hall Twilight passed more familiar faces from Ponyville. Each of their bellies were expanding, clearly visible on their nude bodies. Some even were covered with precious changeling cum from recent activates, which was troubling at times as they would often be attacked by the tongues of their fellow hungry mares, seeking to claim the delicious treat for themselves.

Finally arriving at the entrance to Chrysalis’s private chamber, Twilight greeted her five friends. The queen had been kind enough to place them just outside her quarters, so the sounds of each parties respective love making could be heard by both groups.

Fluttershy was currently on her knees, giving fellatio to a drone with her mouth while stroking off another who waited by her side. Rarity just laid there, obviously unconscious but with a smile on her face as a drone thrust into her sleeping pregnant body. Rainbow Dash and Applejack were holding a casual conversation with each other as two men took them from behind with casual sex. The girls continued their chat as their lovers filled their respective snatches to the brim with spunk. As they pulled out, the two ponies waggled their asses playfully, inviting the next pair to take their place.

“Ha! You think you’re sexy, Applejack?! Well out of all the mares here, I’m the one that’s come closest to fucking every changeling here!” gloated Rainbow Dash.

“Sorry sugar cube,” Applejack returned, “But Pinkie here already claimed that record on the first day…”

Pinkie Pie just lay on the ground, arching her back and holding a breast up with a hand while the other furiously flicked across her soaking folds. Changeling circled around her as they admired the party pony’s act of depravity, stroking off their cocks. Each of the men came with a grunt, showering the pink pony with ropes of cum. Most of which seemed focused on her breasts, and gapping mouth.

“Aaaaaaaaaaaaa!!!” This is better than a million zillion parties!” The pink pony cried.

Although Twilight would have loved to join in the fun, there was another order of business she had to attend to first. Stepping into her master’s bedroom, Twilight spotted a certain Queen on the bed. Her enormous balls coupled with an equally thick cock were still currently occupied, as it pistoned inside her childhood foal sitter, Cadence.

The pink folds of the Crystal Princess were long since full of cum, some dripping down her thighs as Chrysalis’s cock hammered home unrelenting, causing even more seed to splatter onto the soaked bedsheets below. Chrysalis cock twitched as it felt another orgasm approaching. Instead of dumping her seed into the already jam packed womb, she pulled out, flipping the moaning Princesses onto her back.

“Oh goddess! Yes!” Twilight could hear the pony scream as Changeling queen came hard all over her face and tits. Lifting her pink breasts and extending her tongue in an effort to provide her lover with some attractive targets.

Chrysalis groaned as she rapidly stroked her twitching member, attempting to coax out every drop of cum her aching balls had to offer onto the sex pony’s body. After a minute, her climax died down, the sticky streams of spunk followed in term.

Cadence gigged playfully as she amused herself with the layers of jizz coating her body. “This is probably an entire month’s supply compared to Shining Armor,” she joked, drawing her cum soaked fingers to her mouth, licking them clean with her lips.

“Oooo, my big bad kidnapper still isn’t satisfied?” Cadenced cooed, looking at her lover’s member which had not wilted a single inch. “I’ll have to fix that… no matter how long it takes”

“Mmmm, I think you have more than earned the right to this, whore,” Chrysalis laughed, levitating a royal consort collar over to the Princess, the ends permanently fusing around her neck.

The smiling Cadence said nothing, but rather pushed her new master down onto the covers, preparing her own unique way of giving thanks. Chrysalis’s rock hard cock stood pointed to the ceiling, as the princess positioned herself above it, facing her owner.

Twilight watched with perverse fascination as the panting princess impaled her pussy on the rigid pole. Skillfully rolling her hips with each thrust, determined to prove to her master that she wasn’t just another amateur lover they had kidnapped.

“Heh, I would expect no less from the Princess of Love,” Chrysalis cackled for below, watching as the mare drove herself mad with lust as she bounced on her dick, her breasts flailing wildly on her chest. “You really do deserve more than that stallion’s pathetic excuse for a cock,” she said as she returned each of her lover’s motions, delighted at how easily the mare was broken. The princess was surely impregnated by now, but another fresh load couldn’t hurt.

“Ahem,” Twilight coughed, drawing the attention in the room to her. She gave a quick bow, making sure her master could gaze at her drooping breasts.

“Ah Twilight, I’m glad you were here to witness the collaring of our newest mare. I think she will make an excellent addition to our little family, don’t you?”

“Yes master. I can personally attest she is quite the capable lover,” Twilight replied diligently, “I've spied on several of her late night copulations with my brother”

Chrysalis just laughed at her pet’s perversion. Cadence could only manage a giggle, otherwise occupied bouncing on the throbbing pole beneath her.

“What do you have to report, pet?” The queen asked, turning her attention back to the mare riding her member.

“The experimental spell was a complete success. My brother is now my sister, along with every detail and feature you will see on any other mare.”

Chrysalis gave one of her patented evil laughs, “You hear that slut? Your husband has taken her new rightfully place on her knees. She’s much more suited taking a cock pounding than giving one.”

The half-conscious Cadence could barely respond, her tongue lolling out of her mouth from the immense feeling she was receiving on her master’s shaft. That part of her mind that registered the words caused her body to tremble with lust, giddy at the thought of her husband being able to share in the same pleasure she was receiving now.

Everything was turning out better than the Changeling queen could have dreamed. Soon her men would have the power to transform all the remaining ponies in Equestria into mares, doubling the amount of slaves she had previously hoped to receive. “You’ll have to organize a rotating schedule for my men to transform the mares back into stallions for a night. Simply for the purpose of breeding a vacant womb with a pony offspring,” she ordered.

“Already on it,” the nerdy princess replied, shivering at the thought of endless generations of female pony sex slaves.

“Now then Twilight… what about the other order of business I requested?” Chrysalis asked.

“I’m sure I still have at least a few minutes for that…”

~~~~~~~~~ ~~~ ~~~~~~~~~

Chrysalis’s spies had gathered that a large group of males led by the vile, notorious, and disgraced guard, Flash Sentry, had plans to team up with a rebellious segment of the royal guard. Their plan: to break into the two princesses’ bedroom as they slept, and take their bodies repeatedly in the name of ‘repopulating’ Equestria. But everyone knew they were just getting blue balls from the changeling’s repeated cock blocks. Nevertheless, nothing could stop them now as dozens of stallions congregated outside Celestia and Luna’s bedroom door. Where the two princesses slept soundly in a single bed, exhausted from the stress of current events and their usual nightly naughty activates.

All of a sudden, the door to their room burst open. An angry mob of horny stallions streamed in, carrying burning pitchforks and sharpened torches…. yes you read that right. Before the two princesses could wake up and react, the mob encircled the bed, ripping the silk covers off the startled women.

The men’s eyes were meet with the delightful sight of both their ruler’s bodies, clad in transparent lingerie that left little to one’s imagination. Some of the men already stood nude, slowly stroking their shafts as their minds wandered to all the different ways they would defile the two princess’s bodies like that had always dreamed.

Suddenly, there was a loud bang and green flash as the men in the room shielded their eyes. Lowering their arms as they recovered, their gaze was meet with the spectacle of a butt-naked pregnant purple princess kneeling between the still shocked Celestia and Luna. The mare grabbed a respective arm on both of the women.

‘Yoink’ was all that could be heard as Twilight’s horn glowed a powerful purple hue. In an instant, all three of the mares vanished from sight, leaving nothing more in the room than a few dozen angry stallions.

As the men’s minds caught up with recent events, it dawned on them that they would, in fact, not be receiving the royal cum dump treatment tonight.

Slowly, the group of horny stallions turned towards Flash Sentry, who could only be heard giving a quick ‘meep’ as he was backed into the corner.

~~~~~~~~~ ~~~ ~~~~~~~~~

The three pony princesses materialized into the dimly light chambers of the changeling queen with a flash.

Celestia’s brain scrambled to take in everything that had happened. She knew Twilight had just saved her and her sister, but where in Equestria had they been teleported to?

Luna, let out a gasp as her eyes migrated over to the bed, where Chrysalis could be seen gently laying a passed out Princess Cadence down onto the floor. Her expanded stomach and river of white flowing out between her legs told everything the sisters needed to know of what had happened here.

“You-you monster!” Celestia shouted to Chrysalis. “You’re the one behind these kidnappings!”

“As quick as always, Tia” Chrysalis mocked, rising from the bed to face her two newest captives.

Luna flashed her teeth with a growl, “It would be most wise of you to let all of the ponies go, or so help me…”

“What?” Chrysalis recoiled in mock offense. “I don’t know what you’ve been lead to believe, princess, but all the mares here have always had the choice of leaving whenever they so choose. We aren’t monsters here.” Rubbing her chin, she sarcastically added, “Odd how none of them have taken us up on that offer though. Maybe because my men have done such a fine job bringing their baser instincts to light”

Celestia’s eyes erupted with fire as her horn brightened, gathering her strength for a devastating attack. With a bright flash almost similar to a sun’s ray, a beam of light shot forth from her horn. It collided with the changeling queen, only to pathetically bounce off her body harmlessly. If Chrysalis hadn’t been watching, she wouldn’t even have noticed anything had just happened.

“Ow,” Chrysalis said plainly.

“You fiend!” Celestia shouted. “How much power have you stolen from my subjects?”

“Not stolen, my dear… we produce our own power from our pony’s love,” Chrysalis corrected, giving the unconscious butt of Cadence a grope. “And there is soooo much more love to feast upon when it’s given willingly.”

“You lie! The women of this land would never stoop to such a level as to willingly sleep with such vile creatures!”

“Is that so Princess?” You’re certainly one to talk, residing in the same bed with your sister each night, wearing an outfit like that” Chrysalis said, gesturing to the two sister’s transparent lingerie. “We all know what goes on beneath those covers every night. In fact, I let the cat out of the bag on that one to get those whores in Manehattan in the mood…”

The two princesses gasped, realizing their bodies were still clad in the indecent garments in front of their greatest enemy. As their faces flushed, they quickly moved their hands to cover their exposed forms through the see-through fabric. But to their dismay, their hands were kept at their side, enveloped by purple magic.

“Please princesses,” Twilight started. “Don’t cover your bodies. It’s considered rude here.”

“Rude?! Do not tell us thou has fallen under her control as well!” Luna asked, feeling the situation worsen as she watched Twilight’s equally naked friends and changelings gather at the entrance of the chambers. All of which had elected to momentarily cease their various perverted activities so that they could witness the sure-to-be historic event that was about to commence.

“You really should become slaves like the rest of us princesses” Twilight squeed while grabbing the two in a reassuring hug. “I promise they’ll show your bodies pleasure that you’ve never even dreamed of, even in your immortal lives. Plus, I don’t think you have much to look forward to back in Canterlot, with an angry mob of stallions looking to rape both of your brains out. At least here, we will be much more gentle.”

Those words struck a logical cord in Luna, as she considered the reasoning behind her fellow princess. Celestia, on the other hand, was much too stubborn to have any of it.

“Tell you what, Tia,” Chrysalis mocked. “I will take your sister’s body for the night while my faithful servant Twilight, takes yours. If either of you find yourself unhappy the following morning, you will be free to leave with all the mares in tow, no strings, or in this case collars, attached.”

“Forget it! My sister would never, for a moment, consider letting you defile her body! We’re leaving! Come on Luna!………… Luna?”

Luna knelt in here place silently, watching in awe as the queen before her used her magic, bringing her length to full mast. The moon goddess’s tongue could be seen, involuntary licking her lips. Somehow the lengthy organ had gone mostly unnoticed by the lunar princess until now. It only served to sweeten the deal, finally swaying the blue mare into action.

“Ah, it’s nice to see at least one of you isn’t as afraid to reveal their true desires behind such outdated customs of modesty,” Chrysalis could be heard saying, swaying her hips in front of the kneeling Princess, who crawled forward on her knees. Her head, following every movement of the cock.

“Come, Luna. Your body belongs to me tonight,” the lusty queen said as she seduced the lunar pony with a sultry glance. She extended a gentle hand, which the pony obediently took, rising from her spot to be lead towards the empty bed.

“Twilight,” Chrysalis said, “I trust you will fulfill that fantasy you’ve held since you were a filly to the best of your ability.” With that, her horn glowed as it prepared a familiar spell. Shooting between the purple princess’s legs and landing on the cleanly shaven slit. A bewildered Celestia watched as a throbbing purple length grew from nothingness on her student’s nether lips, twitching and aching for action.

In a last ditch effort Celestia cried, “Sister! Please don’t do this!”

“My apologies Tia,” Luna replied, not breaking her gaze from the queen. “But even as skilled as your tongue and fingers are, my body still yearns for a cock inside it,” She said, taking her place as she laid on the bed.

Celestia’s attention was ripped back to her student as she felt a warm cock brush up against her cheek.

Twilight knew how stubborn her teacher could get, but it was nothing that a little word play couldn’t fix.

“Think about it Celestia,” Twilight cooed, running her new length in front of her teacher’s face. “Would you rather be impregnated by Chrysalis, or your most faithful student? After all, she will end up taking you after she is finished with your sister you know. And don’t lie to yourself thinking you want anything else than a good hard fucking after all these years. Your body already tells us everything we need to know,” she said, as she could practically smell the arousal drifting from the soaked lower lips of the solar princess.

Celestia shot a final passing glance to her sister, who was already laying beneath the queen. Her transparent nightgown, now nothing more than ash on the ground. Her hands wrapped around her lover’s neck as the changeling ruler poised her throbbing member at the entrance of her dripping cunt.

Sighing in defeat, Celestia turned onto her stomach, rising onto her hands and knees as she presented her quivering snatch to her fucker without a word. That wouldn’t do. Knowing her, she would walk away from the experience saying she was forced into the matter.

“Ahem…” Twilight coughed, taking her place behind her teacher’s rump while simultaneously ripping the lingerie from her curvy body with her magic.

“Please have sex with me,” Celestia quipped.

“I’m sorry, I didn’t quite catch that,”

“Please fuck my pussy with your cock...”

“One, more time,” Twilight said, rubbing tip of her shaft against the soaked folds, edging her on.

“Fuck my whorish cunt you fucking slut!” Celestia yelled.

Twilight’s grin grew broader as she plunged in, showing no mercy to her mentor as she hilted her length to the base.

“Aaaaaahhhh!!” Celestia purred, releasing a series of lust-filled moans. The spectators at the door cheered and hollered as Twilight began a steady rhythm.

Meanwhile, Chrysalis was otherwise occupied as she pumped her oversized endowment into a panting Luna. Her walls stretching to accommodate the girthy meat stick.

“Mmmm so tight…” Chrysalis cooed as she continued to thrust. “It’s surprising such a slutty pair of sisters didn’t decide to make this mandatory for all mares like you should have. Maybe you weren’t fit to be rulers.”

Luna didn’t need to respond to her relentless fucker’s words. From the way her walls clenched against the member driving within her, Chrysalis knew she was enamored with the prospect. The poor mare moaned weakly as the cock pounded away inside her. She felt the enormous member stretching her passage that had not felt a cock for years to its limits. But rather than pain, Luna felt the length conform itself inside her perfectly into a snug fit, still somehow managing to hit every spot her walls had to offer. Luna screamed in pleasure as she felt the bumps and ridges slid into her clit as Chrysalis hammered away.

In the meantime, Celestia was having the time of her life as her student’s immense length pistoned in and out of her pussy over and over. Her body was driven downwards with each thrust, her arms rapidly losing the strength to hold herself, but kept her ass raised high in the air even as her luscious breasts pressed into the floor.

“Mmmmm, you best up your game Celestia. I don’t know how long your sister’s tight cunt can hold my master…” Twilight cooed, as she focused on driving her mentor mad with lust.

Celestia, who was seeing stars at the moment, naturally had troubles with a retort. Nevertheless, her body rose to the occasion.

Twilight grunted in ecstasy as she felt the walls around her length suddenly clamp down, attempting to drain the cum straight into her eager womb.

“Ooooo, goooood girl!” Twilight purred, giving the princess an encouraging rub. Celestia could only pant, just now realizing how much of a turn on it was for her to be treated as a pet.

Luna let loose a submissive giggle as the busty queen penetrated her naughty snatch. Chrysalis realizing that the pony’s swaying tits had gone unattended, quickly found her nipples giving them their much wanted attention.

Leaning into Luna’s ear, the pony could hear Chrysalis whisper: “I’m going to cum inside you now, slut,” in a voice so low, only the two of them could hear it. “After I’m sure you are carrying my offspring in your belly, I will throw you to my men who will not be satisfied until all their cum is pumped into your various holes. Only then will you truly belong to me, and me alone as nothing more than a pet. You will join your sister to serve me every hour of everyday for the rest of our immortal lives.”

Luna shivered, the weak voice in her head, shriveled up and died. All reservations and regrets were gone. There was no doubt in the lunar goddess’s mind that this was where she belonged.

As if sensing the pony princess’s acceptance of her new role in life, Chrysalis left forth a triumphed groan, burying her entire length inside the royal folds as she came.

Luna couldn’t help but scream. Feeling her new master’s cum spraying sticky white seed up into her unprotected womb. The warmth she felt as the searing spunk coated every inch of her walls, spread to her entire body. It was an amazing sensation! A small budge appeared on her lower abdomen, foreshadowing what was to come.

Chrysalis could hardly move. Her entire body felt as it was melting as her fertile seed continued to pump into the already packed uterus. After what had seemed like hours did her throbbing member slowed to a halt. The last of her nectar deposited into its proper place.

With an audible ‘pop’, Chrysalis pulled her member out from the deepest regions within the lunar princess. The parting gift she had left behind quickly attempted to follow, only to be magically blocked, forcing keeping the precious baby batter to reside in its new home.

Statisfied with another mare well done, Chrysalis levitated a royal slave collar over the panting princess. Seeing that she was on the verge of blacking out, the queen took the initiative, sealing the ends around the willing neck of the princess, forever signifying her new status. God damn did it feel good to be Queen, she could really get used to this.

Twilight was likewise having the time of her life as she watched a fainting Luna take her place on the ground next to a peacefully sleeping Cadence. Celestia sensing her sister had fallen, hurried to edge the cum straight out of her student’s member.

“I can’t… hold on… any longer!” Twilight shouted, as she arched her back with a final thrust. She let out a cry as she pulled Celestia’s hips to her own, as she began to shoot inside. Her shaft giving a dozen twitches as it emptied searing hot cum inside her benevolent ruler’s womb.

Celestia felt pleasure she had not experienced in hundreds of years. Her face buried into the ground as her arms collapsed, her eyes rolled back into her skull as she screamed at the top of her lungs. Never before had one of her lovers had the audacity to finish inside her, but now the raw feeling of bearing her lover’s seed told her what she had been missing out on for all these years.

The once proud regal ruler, was now nothing more than a panting moaning mess on the bedroom of her enemy. It was quite a sight to behold for her subjects that had witnessed the entire show.

Regaining some semblance of her mind, Celestia panted, “It… It is done… my womb is-s safe from her…” Suddenly an emerald glow enveloped the exhausted solar princess.

“We’ll see about that….” a voice from the bed playfully growled, as the Celestia’s body was dragged, kicking and screaming towards her soon-to-be owner.

~~~~~~~~~ ~~~ ~~~~~~~~~

The hive was abuzz with action as Chrysalis’s magic projected Celestia’s voice throughout the network of tunnels. Each and every changeling and mare’s ears were met with the sound of the God. Her screams of horror slowly dying down, to shortly be replaced with screams of pleasure, coupled with language that caused even some of the dirtiest mares to blush. The thought of their ruler holding such a naughty vocabulary turned their cheeks red, even after everything they had done with their new masters.

The changeling’s on the other hand cheered in delight as the final princess was converted onto their side. Equestria was there’s for the taking!

The End?

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“Why have you dragged me out here Twilight?” an impatient Chrysalis asked as they walked through the tunnels of the hive. “I have important duties to attend to,” she said, giving a yank to leashes that held the other three princesses in tow. Celestia, Luna, and Cadence all followed obediently, drawing eyes from all around as mares sought to get their first glimpse at the exposed bodies of their princesses.

Her men had been busy to say the least. Using their new found powers, they cast the spell, dubbed ‘63R’, for whatever reason, in the form of massive clouds that blanketed the remaining strongholds of ponies. The drones who had then ventured into the areas were meet with the delightful sight of previously stallions, now turned mares, most of which who had shred their clothing and armor to allow their hands full access to their sensitive new mare parts. The furiously masturbating mares could not be more happy to greeted with a cock from a changeling then, even if it did mean being on the receiving end of a collar afterword’s.

“As I told you master… it is a gift. One I spent many hours salving from my old home in the crystal castle because I know you will like it. Think of it as our thanks for everything you have done for the ponies of Equestria,” Twilight spoke.

The still not convinced Queen stepped into their destination, a large room with… some sort of a mirror in the center. It appeared to be hooked up to all sorts of gizmos and gadgets beside it.

“What is this, slave? What have you brought to me?”

“It’s a portal your highness, to another world… I believe the people there are called ‘hue-mans’ or something,” Twilight said with a proud grin, before adding a particular emphasize on, “It is full of even more subjects who will be eager to accept the services your changelings have to offer.”

Chrysalis licked her lips in anticipation to her pet’s last line.

“Plug it in men! I want to see what this new world has to offe….

Under New Management

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Ah, that’s much better. Talking in that box is rather annoying. Now then, to business. Hmmmm… Oh yes! The mirror portal.

As much as I would have loved to pull another Ponyville in this fresh new unclaimed world I was presented with, Twilight, my most faithful sex pet, informed me of some rather annoying complications. Apparently one cannot travel through it without transforming into a ‘hugh man’ themselves. That alone may have complicated this manner beyond a point of likely success. Not to mention this change would also result in us losing our newfound strength and magic, which is frustrating to say the least. What would be the point to all the power in Equestria if we have to lose it before we use it?

Fortunately, the lovable bookworm had already theorized a solution. As of this moment she is currently running some tests on the white rodent the yellow one refers to as ‘Angel Bunny’. Apparently, for whatever reason, this pet of theirs exists in the same state in both universes, rather than changing species and form. With a little research and magic Twilight is hoping she can apply the same condition to me and anyone else who travels through the portal. Heh. You know, I’ve really grown fond of my little purple Alicorn. She is so eager to please in all aspects of her work. And yes… you know exactly what I mean.

But enough about that. If you were wondering about our new gender changing spell you’ll be pleased to know my men are slowly spreading it over Equestria. The first city hit was the Crystal Empire, with a rousing success. Once the cloud fully dissipated my men entered the crystal city to find the streets littered with mares, or ex-stallions as I like to call them, eager to accept their positions as my newest subjects, after a little introduction to their new bodies of course. Which is rather good, those transparent glowing crystal sluts were in such high demand here in the hive, it’ll be good to give the already present mares a bit of a break.

However, casting such a powerful spell at such a magnitude is taxing on my men, even with our new found power. As of now the Crystal Empire remains the only major city claimed. The rest Equestria will have to wait their turn. Which is not good, at all.

The situation elsewhere has deteriorated quickly. Now that all forms of leadership are missing from the pony society, anarchy and mayhem rule the streets. Stallions are throwing themselves onto any still unclaimed mares they can find, usually tying them down and forcible raping them if they don’t cooperate with their pent up desires. Ugggg, animals…

Can you believe it? Ponies used to mock us as being the uncivilized ones. One small little change in the status quo and their true intentions come to light. Pssssh, what a bunch of hypocrites.

Well, those men will pay for their crimes tenfold what they inflict to their fellow ponies once they are in my custody. They are attacking my future subjects after all. I just hope any other mares out there can hold out long enough until my changelings are able to find them and bring them to safety.

~~~~~~~~~ ~~~ ~~~~~~~~~

“Here, eat,” A green mare smiled and said as she offered a loaf of bread and glass of water to the mare in front of her.

“Oh… um, no thanks. You girls need it more than me,” Raven said. She wasn’t all the hungry to be honest.

“Well… suit yourself. But don’t put off eating too long. All the other girls are eating their dinner.” The mare said back to the secretary. “And our food supply isn’t going to last forever while we wait for whatever is going on outside to pass.” With that, the green mare turned and walked away, rubbing the soft loaf of bread on her shirt slightly before taking a large bite into it.

Raven gave a depressive sigh as she looked around. She, along with about two dozen other mares were trapped in here. Earth ponies, unicorns, and pegasus alike. Some were Canterlot castle servants like her, a few were assorted gentlemares of Equestria, but all of them were the lucky ones. They were the ones fortunate enough to realize what was going on before it was too late. Collectively, they had managed to gather up a few additional females from the castle grounds before locking themselves all down in the castle’s wine cellar.

Not that their plan was flawless though. Sure they all swore to stay out of the wine that cost more than their annual salary, but the stallions who were looking to rape them knew they were in there, and had so for quite some time now. They would often come by, banging on the door, shouting some rather rude and sexual threats of what they would do to the mares and their various orifices once they were inside if they didn’t open up. Despite their many threats though, the girls kept the door securely locked and magically sealed, only opening it for any fleeing females that happened on by, who were more than happy to join them rather than sneaking to avoid roaming patrols of men. Oddly enough though, the stallions hadn’t made any visit to the wine cellar’s entrance in quite some time…

“Well… at least it isn’t cold down here…” Raven thought happily hugging herself in her tattered outfit, a buttoned up white collared shirt with a black skirt, while she gazed into the large fire pit that sat in the center of the room. The flames danced along the logs, bringing warmth to the room as the assortment of ponies ate their meals around it. Some idly chatting to themselves in groups, attempting to remain casual despite the looming threat they all knew waited for them outside. Things were peaceful for now, a little too peaceful…

All of a sudden without warning, a yellow earth pony collapsed onto the floor with a thud. A collective gasp filled the room, soon followed by silence save for the occasional cackling of the fire. The mare remained motionless.

“Ummm, are you ok?” a bystanding pony asked, lightly shaking the shoulder of the still mare. No answer. Another pony came by, flipping the collapsed mare face up. Upon inspection, she was still calmly breathing.

“Uhhh, I guess she’s asleep?” Another mare asked, starting to worry now. Feeling something fishy was afoot, a nearby castle servant picked up the bread and water the mare had been hungrily snacking on just moments earlier.

She inhaled, taking a good long smell of the consumables. Her eyes shot up as her jaw dropped. “Our food has been drugged!!” She exclaimed in horror.

The color drained from the faces of every mare present as they all looked to the same items they held in their hands. Instinctively they screamed, throwing the food and water to the ground. But it was too late. They all consumed their fair share of the drug.

Raven watched in panic as one by one mare after mare dropped to the floor in the same manner. As each one fell, the remaining eyes in the room would shoot to each other, before feeling a sudden overwhelming feeling of drowsiness. The sense of dread filled the room as each mare knew they too would share the same fate, and could do nothing to stop it.

As the secretary of Celestia, Raven was no idiot. She knew something was going on, but was safe, having not consumed any of the tainted goods. Thinking quickly to herself, Raven too dropped to the floor in a spur of the moment. Shutting her eyes as she pretended to be knocked out like all the others.

Raven listened intently. Another dozen thuds could be heard as the panicking mare’s screams soon died down into a peaceful slumber on the cellar’s stone floor. Then, there was silence again as the room stood still. The cellar was deathly quiet.

It wasn’t long after the last mare fell, that Raven could hear a voice speak, a female voice.

“Heh… you know, that was almost too easy. It’s a mystery how you girls haven’t been taken by my employers yet, falling for tricks like that.”

Cracking an eye open, Raven looked towards the source of the words. Her eyes easily found their target, the last standing mare in the room. A light pink mare.

“Her?? She was the latest pony we let into our hiding spot!” Raven thought angrily as she watched. “What did she say her name was? Suri something… Suri Polomare?”

Suri was standing at the back of the room, casually leaning against the wall, and giving a devilish grin as she took in the sight of two dozen unconscious sleeping mares before her on the stone floor. Her smile only grew wider as she approached the nearest gray unicorn women who lay near the fire. Turning the pony’s body face up, Suri licked her lips as she began to work.

Grabbing the hem of the sleeping mare’s top, Suri pulled the fabric upwards. The motionless body offered no resistance as the top came free over her arms, only to be tossed onto the floor nearby. Reaching to the clasp of the mare’s bra, it too was easily unhooked and pulled off her limp arms, the unicorn’s fleshy orbs bouncing free and settling on her chest as they were exposed to the world while the bra joined her shirt on the ground. Smiling to herself, Suri gave the nipples of a unicorn a harsh pinch, earning her a soft moan from the unconscious mare. Traveling downwards, Suri roughly grasped the top of the mare’s pants and panties together, slowly wiggling and pulling them down her legs and off her feet, finally leaving the laying unicorn’s body laying completely naked, not a single scrap was left to cover her shame.

Suri hummed to herself happily as she gathered up the discarded shirt, bra, pants and underwear that lay scattered across the floor. “Really? That top with these pants? Sister, I’m doing you a favor here,” Suri said as she mocked the unconscious mare. With a light toss, Suri threw the pony’s clothing in the fire, the bright fabric quickly engulfing in fire. “Sorry ladies, but you aren’t going to be wearing anything for a while. Don’t want any unnecessary temptations now, do we?”

Turning back to the unicorn, Suri produced a length of rope. Binding the mare’s hands behind her back, she tightly fastened several knots in place, ensuring they were secure before repeating the process on the unicorn’s ankles. Once done, Suri stepped back as the earth pony admired her handiwork on the now naked and bound mare. As a final touch, she placed an inhibitor ring around the unicorn’s horn, locking it in place tightly at the base. The ring began to glow, ready to absorb any incoming magic the mare might use to escape her situation.

“One down…” Suri said, as she joyfully moved to the next mare in the sleeping circle and began repeating the same process.

Raven, who had witnessed the entire thing through cracked eyelids, gave a silent gulp. “What do I do? What do I do!! I can’t take an earth pony like her in a fight, I’ve never fought anyone in my life! But I can’t just lay her either!”

“Uggggg,” Suri said as she tossed another pile of clothing into the fire. The flames grew from the added fuel. “This sure would be a lot easier if I was a unicorn…”

Raven began to sweat as her mind scrambled. Trying to formulate some kind of plan, but failing given the immense pressure of the situation. She could only lie frozen in place, feigning sleep as she watched the cruel designer pony stripped the clothing from each of her fellow mares and immobilize them. One by one, the helpless girl’s clothing were thrown into the fire, ensuring no escape from their coming fate.

It seemed like an eternity to Raven before Suri stood above her, having finished undressing every other mare in the room.

“Mmmm, last one… My my… look at the rack on you! I’m sure the boys will enjoy training you the most,” Suri commented as she began to reach down.

“It’s now or never,” Raven shouted in her head. Her thought process was quickly interrupted by a loud banging on the wine cellar’s door.

“Finally! It’s about time they showed up,” Suri huffed, turning around and walking to the door.

“Well I guess never works too…” Raven thought. She heard a terrifying click from the door as Suri opened the cellar door, the magically seals dissipating. A crowd of stallions poured into the room. Their crazed eyes instantly falling to the lusty sight of the group of naked and bound mares waiting for them.

“Perfect as usual Ms. Polomare,” The ring leader, a muscular pegasus stallion, spoke to Suri. With that, he withdrew a rather large sack of golden bits from his pocket, tossing it to the smiling mare. “Now… there’s another large group of sluts hiding out in the donut shop. I trust you’ll do what you do best?” He asked with a toothy grin.

“With pleasure,” Suri smiled and said, not looking at him, but rather the many golden coins that made up her payment. Turning to the stallions who were already busy picking up which mare they wanted to take first, Suri added, “I’d wait until the drug wear off before you start boys. Best you save your efforts of breaking them in for when they can actually feel it.”

The men grumbled in agreement as Suri left. They had been waiting days for this moment, they could wait a little longer.

“Hey!” One of the stallions shouted as he approached the still clothed Raven. The mare’s terrified shaking going unnoticed by the group of men. “Is this one supposed to be wearing something?”

“Son, that’s the dumbest question I’ve ever heard!” The ringleader pegasus said as he slapped the back of the head of the stallion. “Just fucking get her clothes off like the rest!”

The stallion nodded as he rubbed the back of his head. Slowly, he reached down to the hem of Raven’s outfit, only to be meet with a sharp kick to the groin from her.

“AAAAAAAA!” The stallion yelped as she grasped his shattered jewels, falling backwards and landing in the blazing fire.

“The hell!” A stallion yelled as the group watched the man fumble around in the burning pit. That was all Raven needed. Scrambling to her feet, she sprinted to the doorway before the men in the room could react to what was going on.

“Get after her you idiots!!” Raven could hear being yelled behind her as she sprinted away. Entering the castle’s main entrance, she moved her legs as quickly as she could to the exit. Her heart was beating a mile a minute as she looked back. Sure enough, every single stallion that was in the room was chasing after her, save for the one she had kicked in the balls. A few of them were flying, rapidly gaining on her as she entered Canterlot’s main district.

“The alleyways! They can’t fly after or above me in there!” Raven thought, quickly making a sharp turn into the narrow passage. Raven’s adrenaline pumped legs carried her easily through the dark path, the men on the other hand found it all too difficult to run while avoiding all the debris she managed overturn as she ran.

Stride after stride she took, taking a random path whenever she arrived at a fork in the alleyway, not stopping regardless of how much her feet wanted her to. “My legs are killing me! But I can’t stop! I don’t want to think about what will happen if they catch me!” After a full solid minute of running, just as she started to think she might have a chance at getting away, Raven slammed into a dead end. “N-no!” Raven stammered, clawing at the solid brick wall, old abandoned buildings on both sides. Her chest was heaving as she turned to face the only way out, the sound of fast approaching men ringed in her ears.

Just as soon as she had resigned herself to her fate, a voice beside her called out. “Quick! In here!” Raven searched for the source of the voice, finding an open doorway on the side building of the dead end. Without giving it another thought, Raven dove inside, as the door shut with a mixture of haste and quiet control. Outside, she could hear footsteps as she struggled to control her breathing.

“Where is she?” … “Celestia damn it! Cunt must’ve taken another path. Fan out and find her! That bitch’s ass in mine!”

The sound of trampling footsteps moving away was soon heard after, given a moment for Raven to catch her breath, taking in whatever new situation she was in now. She was in a dusty home, by of looks of which seemed long abandoned. A yellow and orange haired pegasus stood crouched at the window, peaking outside. Raven instantly recognized who it was.

“S-Spitfire!” Raven exclaimed, panting between breathes.

“Shhhh!!” The Wonderbolt captain hushed her, as she continued checking the window, ensuring the coast was clear. Satisfied, she drew the curtains closed, turning to Raven.

“Close one… heh, almost considered not risking blowing my cover and leaving you out there.”

“W-What are you doing in here?” Raven asked worriedly but glad her friend was here. She had come to know Spitfire on a first name basis due to the Wonderbolt’s many visits to the Canterlot Castle where she worked.

Spitfire raised an eyebrow. “Ummm same thing you were probably doing? Hiding from ravenous packs of rapey stallions? I’d would have taken them on myself, heh, but I know when I’m outnumbered. Luckily for you though I broke into this building in the deserted alleyways ponies rarely come into.”

“Oh… well thank you for rescuing me.” Raven said, managing a small smile at the mare. Eyes dropping to her outfit she added, “You’re still in your Wonderbolt uniform?”

“Well, you aren’t really given the choice of what to wear when all Tartarus breaks loose. Not like you’re one to talk,” Spitfire chuckled.

Raven looked down. Sure enough her white collared shirt and black skirt had sustained a beating beyond repair during her running escape. Missing buttons and rips along her top could be seen, one revealing the dark black bra the secretary pony wore beneath.

“Not like there’s anything to wear or eat in here,” Spitfire added, “And we definitely can’t go out looking for food with those guys out there. Sooo settle in…”

Raven sighed. She was all to accustomed to the boring sensation of waiting. Sensing her discomfort, the captain of the Wonderbolts made an effort at a casual conversation with her friend.

“I don’t suppose you know what’s behind all this do you?” She asked the dark brown haired mare.

“Ummm, I think I heard rumors that changelings are responsible. They’ve gone around abducting mare’s exclusively for Celestia knows what. All I know is it no one ever sees them again.”

“I knew that, but is that why the stallions are acting like this?” Spitfire asked.

Shaking her head, Raven added, “They aren’t affected by any magic I’m afraid. Those are the same ponies we have lived together with up until now,” Raven sighed. “I don’t know what’s made them act like this though. I think they are just upset their mates are missing and deep down they are just as scared as us.”

Spitfire blinked, impressed by the mare's ability to say such a thing despite narrowly avoiding being raped mere minutes ago. Composing herself she looked down to the sitting mare. “Yeah, well, Cloudsdale isn’t fairing much better in case you’re wondering. But the strange thing is, it’s the stallions fault for its ruin more than the changelings. In fact, I even heard some girls were willingly turning themselves over to the changelings.”

“What?!?” Raven asked, completely shocked. “Why would they even consider doing such a thing?”

“Well, think about it… they are being hunted down by guys everywhere, I guess they figure those changeling things would offer some protection.”

“But how do they know they will be any safer? You know they attacked us last time they were in Canterlot!” Raven said, obviously still unconvinced.

“Well they weren’t here to kill us then,” Spitfire said, “And I don’t think they are here to kill us now, seeing as they are abducting us, rather than leaving bodies. Plus, haven’t you noticed the sun and the moon are rising and setting each day like normal? That must mean Celestia and Luna are still out there and in full control of their magic!”

Raven paused to consider those words. It was all true, not to mention in addition to the princess sisters, they even captured the six heroes of Equestria, even Shining Armor along with Cadence who have defeated them before. Surely all of those powerful ponies would have done something to stop them by now…

“What is really going on here?!” Raven thought as new confusion entered her mind.

Spitfire took a deep breath as she considered how to approach what she was going to say next.

“Look,” she started, “I’ve been thinking for some time now before you got here… perhaps we should do the same thing and turn ourselves over… to the changelings I mean.”

Raven’s head turned sharply to meet the Wonderbolt’s serious gaze. But she didn’t say no.

Continuing on Spitfire added, “Seeing that the sun and the moon a moving like normal each day, I’d say the worst case scenario is that ponies are being held prisoners, but even being a prisoner beats living like this.”

Raven would be lying to say she wasn’t considering this new option. “But what would they have to gain from keeping half of Equestria imprisoned?” She asked. The two ponies took a long moment to themselves to think before Raven whispered, “Do you think it’s for something… sexual?”

Spitfire’s cheeks darkened. “Well… maybe… since they are only taking females. I heard changelings fed off love, but I didn’t think they meant that!”

Raven’s cheeks also blushed a shade of red at the thought of the princesses and all her friends locked in a massively orgy with these unknown creatures. For some odd reason, the idea was starting to make her heart race in excitement.

“So…” Spitfire continued, composing herself. “Either between the stallions outside or the changelings, we are both literally fucked. We’re probably going to be raped either way…”

“Not necessarily…” Raven corrected, pinging Spitfire’s interest. “You said changeling’s feed off love right?” The pegasus athlete nodded. “Well, there’s no love in being raped by someone… maybe the changelings aren’t really the evil ones compared to the stallions?”

As if on cue, a buzzing sound was heard landing outside their abandoned hiding spot. With a remarkable burst of quiet speed, Spitfire was at the window, pulling the curtain to the slightly to the side. Her eyes widened.

“It’s a changeling! Spitfire quipped. "It probably tracked you while you were running here. What should we do?!”

Raven eyes shot back and forth, thinking to herself. “Should we… should we let him in?”

Spitfire paused, obviously considering it as Raven continued. “You were saying we should turn ourselves in right? And if they are the lesser of two evils then we probably aren’t going to get another chance before we either starve or the stallions find us…”

“Fuck…” Spitfire said as she hung her head. Reaching for the door, she unlocked it, being pushing it open slightly.

Outside the changeling drone who had been looking around couldn’t help but notice as a door to the side creaked open. Landing on the ground, he approached the run down building, hesitantly entering inside, and closing the door behind him.

As his eyes adjusted to the lack of light, they settled upon the sight of two mares up against the wall, who seemed to be holding each other tightly as they trembled in horror. The changeling blinked in confusion before he started to slowly approach the girls.

Raven shook in fear, gripping Spitfire ever tighter as the lumbering changeling walked closer to them. To her, he looked like a monster. Standing much taller than the two of them with its bulging muscles. “Are these the really same creatures that attacked during the wedding? They looked like they could rip the princesses in half with their bare hands!”

Raven and Spitfire both clamped their eyes shut as she prepared for the worst. However, the worst didn’t come... instead the two girls felt a soft hand pressed to their cheeks, almost as if trying to comfort them. In unison, the two mares slowly cracked open their eyes to see the massive changeling kneeling before them smiling down on them with a kind expression.

Almost involuntarily, Raven took the hand and pressed it tighter to her cheek, nuzzling it as she felt its smooth texture and warmth. “Oh… it’s been far too long since I’ve meet a man who wasn’t trying to hurt me…” she said.

Spitfire to seemed more than happy with the drone’s lack of hostility. She smiled as the hand rubbed her face, and continued smiling as the hands worked their way down the two mare’s necks before sudden withdrawing after coming in contact with their clothing.

The drone hissed as he withdrew his hands from the two girls, as if offended by the fact they would wear something in his presence.

“Oh… umm I think he doesn’t like our clothes…” Spitfire spoke softly to Raven. “Do you think we should… take them off?”

Raven blushed at the suggestion before turning to the drone. “Well, we’ve come this far, might as well take it all the way.” Raven said, steeling herself. “If our theory is correct, maybe we have to please him before they are willing to take us anywhere…”

Spitfire nodded in agreement. Slowly, she reached behind herself, grasping the zipper of her Wonderbolt outfit. Gradually she began moving the zipper down as she was meet with an approving look from the drone standing above her. Once the zipper reached the bottom, her arm moved to grip one side of the top, as she withdrew the other from the skintight confines of the suit. The other arm came out as the remainder of the Wonderbolt suit was wiggled and pushed to the ground before being stepped out of and kicked to the side.

The changeling smiled as he gazed upon the entirety of Spitfire’s form, happy with the fact the mare didn’t choose to wear any underwear beneath her outfit. Spitfire stood proud, arms crossed below her breasts, unashamed of her nudity. On the other hand, Raven had only managed to remove her ruined shirt and skirt during this time.

“Ummm, Mr. Changeling, sir?” Raven quipped, drawing the drone’s eyes away from the pegasus’s shaven slit and onto the white mare. “Would you like to… maybe… remove the rest of my clothes yourself?”

Spitfire and the changeling both blinked in surprise at the mare’s initiative, which the drone was more than happy to pounce upon. Turning his full attention to the smiling mare, he bent towards the ground, happily unhooking the metal clasps on her bra as Raven extended her arms, allowing it to be easily removed from her body. Turning the mare to face him, the changeling was delight to see two perfectly shaped breasts bounce into view, nipples already hardened from the room’s cold air. Without wasting another moment the changeling dove in, planting small licks and occasional kisses around the mare’s sensitive flesh, earning him a few soft pleasurable moans and giggles as he continued playing with the girl bosom like a gift he had just unwrapped.

Meanwhile to the side, Spitfire fumed in anger at the sight of the happy couple. Sure she had just been shown up by the secretary, but then again she wasn’t sure why she was upset in the first place. “Jealous? HA! I’m not jealous! There’s nothing going on here to be jealous about.” Spitfire thought as she continued to watch. The drone hands and moved down, grasping the white mare’s panties before smoothly pulling them down and off her slender legs, revealing a quivering pussy to her eyes. “Ok fine! Maybe I’m a little jealous…” The drone then proceeded to insert two skilled fingers in the horny mare’s cunt, working her folds with skilled precision.

“Ok focus, Spitfire! The freaking Wonderbolts captain isn’t outplayed so easily. If she wants to play things like that you just need to reach down into your dirty bag of tricks…”

“Meowww.” The changeling’s ears perked up as he heard a sound purring sound arising to his side. Momentary ceasing his efforts on the mare writhing at his fingers, he rose to his feet. Before him lay Spitfire, perched on all fours, gazing at him a rather sultry look. Wasting no time, Spitfire seductively crawled in, making sure to rub up against the backside of the changelings legs with her side and tail while releasing another set of pleasurable coos and purrs. Wrapping around his legs so she stood perched at his front, Spitfire rose to her knees. Grabbing the only thing the changeling wore, a tattered pair of shorts, which she pulled downwards. Her efforts were meet with a rock hard and erect cock, bobbing out, almost hitting her in the face.

“Wow….” Spitfire and Raven both said in unison, staring at the gargantuan member. After a moment Spitfire composed herself after her momentarily drop of charter. Opening up wide, she took as much of the drone’s impressive length into her eager mouth, purring in satisfaction. The drone shivered in pleasure as the mare worked her tongue along his length while meeting his gaze with a seductive look of her own.

Meanwhile Raven was not the least bit happy her friend was hogging the cock all to herself. Approaching the pegasus from behind, she roughly grabbed the sides of the pegasus’s bobbing head, pulling it back. The drone’s member came free of her mouth with an audible ‘pop’. Raven came in from the side, resolving that they should simply share it’s length as she lowered her tongue and began working. Spitfire was obviously not pleased with this change, but could live with it as she begin licking the opposing side of the member.

The changeling groaned in pleasure as he felt the two lovable mares work their tongues along his length, making sure to attend every inch of it. Both girls reached up and taking a ball into their hands and lightly fondling his sac while gazing up to meet his eyes. If the changeling hadn’t of known better, he would have guess these two had rehearsed this.

“It’s so hot and tasty! Oh Celestia, is this what I’ve been missing out on all this time?” Raven thought to herself.

As the two girls continued to work along the drone’s length a dabble of precum emerged from the tip of the cock. Spitfire was faster, as her mouth swooped into, tongue quickly working as she greedily swallowed down the substance. Reaching down, the drone grabbed two handfuls of her orange and yellow hair, gently encouraging her to continue. Her efforts were meet with another burst of precum, larger than the first. It too was eagerly sucked down into her stomach. Licking her lips as she withdrew from the head of the cock, Spitfire couldn’t help but comment. “Mmmmm delicious!!” Much to the envy of the other mare in the room. Spitfire obediently returned to her normal post licking the side of the changeling’s member with gusto.

The drone let fly another pleasurable groan his balls tensed up and his cock starting to twitch wildly giving the girls all the warning they needed. Without a word, the two mares withdrew. Moving back so they stood before him on their knees, hands on their thighs, mouths open and giggling with excitement. The changeling that stood before them hissed in pleasure as he grasped his cock, wildly pumping it as he angled it towards the two mares.

With another satisfying groan, the changeling came, white rivers of cum erupting from its head. The first three streams landing in Raven’s extended tongue, some splattering down and landing on her heaving tits. The next wave hit Spitfire, her eager mouth receiving the same treatment as a seemingly endless stream of cum came pouring out onto the two ladies. Another long white stream of spunk rocketed from his member, landing on Spitfire’s cheek and eyelid.

Once the two girl’s bodies were covered in their fair share of the changeling’s spunk they sealed their mouths, working their throats as they swallowed down the drone’s potent seed into their empty stomachs.

“Oh wow…” Raven commented, falling back onto her behind. “That stuff really does taste good!” She made sure to thoroughly lick her lips, savoring the full flavor, noting she no longer felt hungry anymore.

Spitfire grinned in agreement, already feeling like this new substance was something she could get fast addicted to. Spotting another helping covering her friend’s chest she didn’t even hesitant for a moment before pouncing her to the ground, thoroughly licking Raven clean of the hot nectar like a hungry animal. Raven released a deep moan as her Wonderbolt friend focused her tongue on her breasts, where most of the excess streams had landed.

The changeling, who was watching the entire scene as it unfolded before him with apt amusement, counted his blessing at the two mares he had managed to find. Reaching into his discarded shorts, he pulled out two circular collar looking objects, the ends of which weren’t connected. Turning back to the girls, who had just finished lapping the final spots of cum from each other’s bodies, he offered one to each of them.

“What’s this?” Raven asked curiously, eyeing the collar that was held before her.

“It’s a changeling slave collar,” Spitfire answered, taking it from the changeling and feeling its soft texture in her hand. “I saw some of my mare friends wearing them before they were taken. You kinda belong to them once you put it on.”

Raven bit her lip nervously upon hearing this new information. “I don’t know, Spitfire… That sounds like a rather big decision. Being owned by a changeling? How do we know becoming their sex slaves won’t turn out badly for us?”

“Well… they’ve managed to keep a perfect handle on half of Equestira. If this is why, I’d say that’s more than enough of a reason for me.” With that, Spitfire extended the ends of the collar out as she placed it around her neck. Once in place, the magical ends shot together, fusing into one. “Besides… it’s either them or the stallions outside, and I’m already liking the looks of what we have here,” Spitfire said, licking her lips as she watched the changeling’s cock already back at full mast and throbbing for attention.

Raven gave a nervous gulp, knowing her friend was right. Hesitantly she slowly moved the collar to her neck, wrapping the ends around it. With a magical hum the two ends came together, sealing together seamlessly and permanently, marking her new role in life. Reaching around behind her back she could feel another loop had formed on the back of the collar, perfectly shaped for a leash to be attached to. With a testing tug Raven pulled the collar’s side, hard. Sure enough, it didn’t budge from its place around her neck.

The changeling smiled seeing both the mare’s decisions. Only collared mares would be accepted back at the hive. If they hadn’t choose to wear them he would have been forced to leave them to their fate here. But now that that matter was out of the way, there was just one more important order of business with his newest pets before he could take them to rejoin their friends.

The two mares sat on their knees before their new master, touching their newest accessory around their necks. Seeing as the athletic pegasus decided first, he would to start with her.

Sensing her services were desired, Spitfire gave a strong flap of her wings, playfully tackling her owner to the ground. After their rolling had ceased, the drone found himself pinned beneath the devilish grinning mare.

Returning her smile, the changeling roughly grabbed the hips of his new pet, guiding them down to his throbbing member. Spitfire bit her lip as the tip nudged her dripping entrance, teasing her on as her owner kneaded the flesh of her firm behind.

Not wanting to wait a single moment longer, Spitfire thrust down, sinking herself onto the near entirety of the changeling’s erection. The creature below her groaned in ecstasy. Even after all the different mares he had slept with, the tightness of Wonderbolt cunts was legendary.

To Raven, it was obvious that Spitfire was enjoying herself from the single penetration. Her wings stood erect and fully extended. Her tongue lolled out of her mouth as she experienced her passage almost entirely spread open.

“Ooohhhhhhh, fuck yeah! That hits the spot,” Spitfire said. Slowly coming to her senses, the Wonderbolt rose back up, only to thrust back down, the drone’s lubricated cock easily sliding back into her. The drone clenched his teeth as he felt her walls rippling and squeezing over his cock.

Spitfire rose up again, leaving nothing bit the head lodged inside before roughly plunging back downwards, her sex swallowing her owner’s cock all the way to the hilt. After another pause to gasp and adjust herself to her partner’s above average length, Spitfire began to work her hips in earnest as she found her pace.

“Sooooo much better than what Soarin used to give me….” Spitfire moaned as she began to ride harder as the cock slipped in and out of her. Lewd sounds echoing throughout the room as her hips repeatedly meet the drone’s pelvis.

Raven, who had watched the entire scene with wide eyes couldn’t help but blush at her friend’s perverted side coming to light. Even though Spitfire knew she was watching, she didn’t hold a single bit back, almost as if the pegasus wanted her to see. Raven’s hand snaked it’s way to her soaked entrance, gently inserting a digit inside as she rubbed her aching clit. She bit her lip in apprehension as she watched her friend continued to impale herself over and over on her master’s shaft, almost apprehensive knowing for certain her own snatch would be next in line.

Spitfire was building to a strong climax as she continued to ride her new owner for all she was worth. The throbbing rock hard dick feeling right at home lodged inside her while bringing her to an apex. From her position, she could feel it hitting her deepest most pleasurable spots, spots that had gone untouched by any other toys or cocks. She doubled her efforts, riding him faster and harder, to the point her breasts were bouncing wildly across her chest, much to the drone’s delight.

The changeling continued to enjoy the ride he was receiving. He could feel that they were both nearing their peak. However, what stood out to him the most was the feeling of her wetness, her vacant womb calling out to be bred. Begging to pumped full of so much seed until it could fit no more.

With a massive groan the changeling gave one final thrust upward as he began to cum inside the tight hole of the Wonderbolt. The drone’s thick pink cock twitching inside briefly before a frothy stream of hot changeling cum poured out, filling the mare’s womb with rivers the potent baby batter.

Feeling the steady stream of spunk pump into her lower orifice, Spitfire screamed at the top of her lungs as her mind shattering orgasm hit. Her marehood clenched and tightened, as the drone’s balls worked overtime in emptying themselves deep into her.

After the two had finally stopped cumming, Spitfire released a ragged sigh as she pulled herself off the still erect cock. It was an odd sight for Raven, seeing the athletic pony out of breath for once as the exhausted pegasus collapsed onto the ground. The changeling on the other hand, barely looked winded.

Flipping onto his front side the drone pushed himself to his feet, pausing to admire his work on the panting pegasus, thick globs of his cum still drizzling out from her well spent hole.

Turning his gaze, his eyes locked onto Raven’s. The black haired secretary couldn’t help but release a gulp as the drone slowly approached her. The still throbbing member, coated with her friends juices seemed almost fixated with the entrance that lay between her legs.

Preparing herself for what was to come, Raven spread her legs wide. Adding to that, her sultry gaze and a subtle ‘come hither’ gesture with her finger was all the invitation the changeling needed to feel welcome. It would take everything she had if she wanted to satisfy this lover. Taking his place above her and between her legs, the drone prepared his member to welcome its newest member to her new role as a breeder.

~~~~~~~~~ ~~~ ~~~~~~~~~

“Fuck!!! I still can’t believe we lost her!” The fuming pegasus stallion ringleader said as he stormed ahead of his men.

“She was running awfully fast…” a nearby earth pony commented offhandedly, only to be meet with a sharp glare from his leader.

“Let’s just get back to the cellar,” The pegasus ordered as his men entered the castle and began descending the staircase into the castle’s depths. “Our new cum dumps should be waking up any minute now…”

The men pooled into the familiar room slowly, only then did it collectively dawn on them the mares were no longer present.

“The hell!! Johnson! Why didn’t someone stay behind to watch the cunts while we were chasing that bitch!”

“Well Sentry was still here and…”

“Sentry just got his balls kicked in, obviously he didn’t count!” The pegasus said, throwing his palm to his face. “Great! Just great! Now we’ll have to go out searching for… wait a minute, what in the hell is that?” He asked, seeing a thick green cloud that had seemingly drifted down the stairs behind them, pooling above the ground. The cloud traveled towards the confused stallions. As it passed, parts of it seemingly clung to their bodies, before slowly seeping into them. The puzzled stallions exchanged glances with each other, as the cloud enveloped every pony in the room.

A nearby burly unicorn couldn’t help but comment in a feminine voice, “I kind of feel funny…”

Changeling Usurping Nerd Team (Part 1)

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“Uggggg, this is beyond humiliating!!” a fuming Sunny Flare thought to herself. “How in the wide world of Equestria was I the one picked for this mission?” Cringing to herself on the account of her own misfortune, the lone unicorn took another path, delving deeper into the changeling hive. “Sure, I’m the only female unicorn in the group that can cast the mind protection spell, but the girls should know just as well as I, that it can easily be placed on someone else!” She rubbed her wrists nervously as she continued her search.

Sunny Flare had witnessed her fair share of ridiculous sexually charged events during her ‘crazy days’ back at the University of The Crystal Empire, but this one easily took the cake. From head to toe she was butt naked, save for a black sex slave collar she bore around her neck merely as a disguise. Each corner she took in the endless maze of tunnels were meet with dozens of fresh new eyes, pony and changeling alike, that would stare at her exposed body with a sultry grin, if they weren’t already occupied with rutting each other senseless that is. Sunny Flare would only return their naughty looks with a mad blush, before quickening her pace to suffer through the same process deeper in the hive.

Unlike the many hundreds of other sex-crazed ‘mares’ that populated their new home in the hive, Sunny Flare was not one of them. She was merely here, putting herself through these miserable and humiliating circumstances for one reason: a search and rescue of their ruler, Princess Cadence.

“If my original assumptions were correct… the Changeling’s Queen’s chambers should be down…… here! That has to be the most likely place princess Cadence is locat…” *slap!*A sharp smack to her rear broke her chain of thought.

“Epp!” The unicorn quipped, accidentally appearing rather cute for a moment. A changeling walking in the opposite direction had apparently dealt her bare ass a rather rough spank while she was thinking to herself. The drone shoot her a toothy grin as he continued walking away, leading a happily leashed mare who obediently followed behind him on all fours, breasts dangling from side to side with each stride.

Sunny Flare gave him a nervous smile and wave before bolting off down the tunnel. “Gotta find the princess, gotta find the princess then get the hell out of here!” she thought endlessly to herself. Approaching another room, the unicorn curiously poked her head inside to see if any princesses were inside. Big mistake.

To her horror she witnessed a changeling drone, perched over a moaning gray unicorn mare’s spread legs, thrusting himself into the pony’s dripping entrance as if he were her long lost lover. Sunny Flare’s eyes couldn’t help but shoot straight to the couple’s connection as the drone hilted himself inside the mare. With a massive groan the changeling’s member began twitching wildly, pumping and endless supply of searing hot cum straight into the mare’s soaked passage. The unicorn’s belly began to expand, struggling to contain everything the mare’s tight walls milked for the shaft. Shortly after the ecstasy filled screams of the random unicorn died down, the changeling withdrew his still rock solid cock, only to flip to the softly purring pony over onto her knees as he spread her cheeks and began prodding at her puckered hole.

“Ewwwwww, that is just… vile!!” Sunny Flare thought in pure disgust as she quickly scampered away from the room, continuing her search. The gray unicorn’s moans were soon heard resuming again as she walked.

Another series of tunnels she strode through, each never failing to be accompanied by the sounds of mare slaves being endlessly fucked by changelings. Some women, by the looks of it, seemed several months pregnant by the ways their bellies were swelled and bulging, obvious that a healthy changeling spawn was growing inside them. Other girls however, struck her as more of the ‘fresh meat’ type, still looking rather thin for the time being. They were usually the ones seen passed out and laying on the ground. Their tongues still dangling from their outstretched mouths and a river of white flowed out between both their lower holes.

“Those poor poor mindless ponies… there’s nothing I can do for them now…”

Several lone drones passed her on her way, kindly extending a hand to her. Sunny Flare could only assume taking that hand meant her own snatch getting impaled by the lengthy members that dangled between their legs, ending in the same fate as the many naked mares around her. With an awkward smile and shake of her head, she politely refused, quickening her pace down the tunnel.

Sunny Flare felt she was being watched now, more than usual that is. Several idle changelings she passed by were frowning directly at her, but making no further attempt to stop her or ask for sex.

“I really hope they aren’t catching onto me!” Sunny Flare thought in panic, her expression sinking. However, to her great joy she stumbled into her destination: The Queen’s Royal Chambers, made obvious from the many royal carpets and decorations that lined the cave walls, all of which seemingly taken from the now empty Canterlot Castle. Crossing her fingers, the lone nude unicorn spy peered inside the bedroom.

“Finally some luck! Princess Cadence is here!! And even better, no one else is!” She thought with glee. Sleeping at the foot of the queen sized bed was the pink princess, curled up like a dog. To her horror however, the princess’s belly was slightly swelling, indicating, like many other mares previously seen, she had been pregnant for some time. Sunny gave a quick gulp, her horn could already sense a strong magical being growing from within the alicorn. On top of that, her breasts seemed… larger, almost a complete cup size larger than what Sunny remembered the already well-endowed princess had carried.

“I don’t even want to think of the horrors she had to bear while she was trapped in here… but I can’t let that deter me from my job! She’ll be better off as soon as I get her out of this hellhole.”

Cautiously approaching the alicorn princess, Sunny Flare gently shook her shoulder, rousing her from her peaceful slumber.

“Huh….? Is something wrong?” Cadence asked innocently as she slowly awoke. Softly yawning as her eyes cracked open and finding the lone unicorn mare who stood before her.

“Ms. Cadence? You have been reques… I mean ordered! Ordered to accompany me. We have to go, now.”

“Ummm ok…” Cadence replied, slightly puzzled but allowing her wrist to be grabbed by the unicorn as she was lead out of her chambers, at a rather frightening quick pace, her breasts bouncing wildly with each stride. “But, where are we going?”

“The Queen Chrysalis has a task for you to accomplish…” Sunny Flare said, quickly improvising seeing as she never figured herself getting this far on her extraction mission. “There are… cocks! Yes! Many many cocks for you to please… Cocks as far as the eye can see…”

That seemed to have satisfied the perverted princess, who allowed herself to be lead back through the many paths Sunny Flare had taken with no further questions. Besides that is, asking if Sunny wanted to go back for her leash, which was quickly shoot down as unnecessary for the moment.

Fortunately, the drones populating the halls were no longer giving her the stink eye, or requesting her body for a bucking as Sunny Flare trotted back through the many series of tunnels. Most likely because she held one of the queen’s royal alicorn pets in her hand and appeared to be in a hurry.

At long last, Sunny Flare arrived at her starting point: the entrance of the hive, complete with the princess in tow. It had been easy enough to sneak in, seeing as the changelings even didn’t bother stationing guards anywhere nearby. Most likely all too busy fucking their slaves figuring no one would dare attack their home filled with an endless swarm of all powerful changelings.

“Chrysalis… wanted me outside?” Cadence asked her, confused again.

“Ummm… why yes! S-she thought a breath of fresh air would be great for you and her men,” Sunny Flare replied as she approached the doors, the green celled walls parting, allowing their exit.

“Well that’s agreeable I guess…. but owwww, the light,” Cadence whined as she held up an arm to shield her eyes from the bright sun her eyes had grown unaccustomed to. The blinded Cadence continued to be lead forward by the mare’s grip on her arm, exiting the small cave that lead outside into a clearing. She could barely glimpse the unicorn hastily checking her surroundings for some reason. Oddly enough, it didn’t sound like that were a mass of drones out here waiting for her services…

“Now!!” Sunny Flare yelled, startling the princess. All of a sudden Cadence felt herself jumped upon from ponies on every side.

“Tie up her arms!”

“Get her wings to!”

“Sour Sweet! Get that inhibitor ring on her horn quick!”

“Did I ever tell you what awesome tits you have Sunny?”

“Shut up Indigo Zap! Just bind her legs!”

The many hands finally withdrew from Cadence’s exposed body, leaving the helpless Alicorn blindfolded, bond, and gagged. Cadence thrashed around as she struggled against whatever was happening, but sure enough, her bounds held true. She was completely at the mercy of these mysterious mares.

“Good job girls, looks like the mission was a success.”

Cadence felt her head envelope in a magical glow, one that she was powerless to stop given the restraint placed around her horn. Slowly her conciseness began to fade to black as she felt her limp body picked up and hauled away by the two pegasus as if she were their prize.

~~~~~~~~~ ~~~ ~~~~~~~~~

“Huh…. Wha…..W-Where am I? Cadence spoke in alarm, bolting upright from where she lay. She was no longer in the changeling hive, but rather inside a rather roomy tent, no longer bound and restrained. On the opposite wall of the entrance she lay in a cot, several layers of blankets covering her body.

Cadence breathed a sigh of relief and relaxed, realizing she was not in any immediate danger for the time being. Pulling the covers to the side, it was revealed to her she had been dressed in a simple robe, one that was probably made for a mare several times smaller than her as the bottom of the robe just barely reached her thighs. From the obvious feeling it was evident she wore nothing else beneath it, but compared to what she usually wore it was more than enough. Suddenly, the flap of the tent parted as two mares entered.

“Oh thank goddness, you’re awake!” a mare by the name of Sour Sweet said. “About damn time…”

“We’re glad to see you up Princess Cadence. I had to put you under for a few hours,” Sunny Flare continued, Cadence couldn’t help but notice, like her, the unicorn mare was now fully clothed in what looked like her school uniform. What really stood out though was the collar the girl still bore around her neck. The alicorn’s own hand went to her neck, confirming that her own royal slave collar was still firmly in place around it. It was most likely the case that the mare was unable to remove either of them from their necks.

“W-Why? What did you girls do to me?” Cadence asked, worriedly but sensing the ponies meant her no harm.

“Sunny Flare was working every magical spell she knew on you, trying to free your brain from whatever mind controlling spell the changelings must’ve placed on you.” Sour Sweet answered. “I’m hoping she got whatever was there, or else things are going to get pretty awkward around here.”

“Seeing how most ponies in close proximity are affected by them, I have a hunch whatever spell they are using is correlated to a pony’s range of them. You should have full control of your mind now seeing as we are many miles away from any changelings now.” Sunny Flare said with a nerdy smile.

Cadence blinked in surprise. After a long moment to herself she turned to the two girls. “Why yes… I feel as though their grasp on me has fled. My mind… is my own now. Thank you girls, for rescuing me from that dreadful place.” The two mares breathed a sigh of relief at her words.

“I told you it would work!” Sunny Flare chided the mare next to her.

“I didn’t think I would ever be free from there. But why did you rescue me? Celestia, Luna, and Twilight are still in there!” Cadence asked her two saviors.

“Our loyalty is to you first princess,” Sunny Flare spoke, taking a bow, Sour Sweet remembering herself then quickly following her lead. “You are our princess first seeing as we are all citizens of The Crystal Empire, or at least, what’s left of it…”

“You’re going to be the leader of our new team!” Sour Sweet said excitedly.

“New… team?” Cadence asked, puzzled.

“Indeed”, Sunny Flare replied, “The men and women outside represent the very best and brightest of The Crystal Empire University, all banded together with the common goal of stopping this changeling rule once and for all. Collectively, we form the ‘Changeling Usurping Nerd Team!’

“….Ummmm… girls?” Cadence asked, confused that somehow the best and brightest students her empire had to offer didn’t know how to spell.

“Yeah… we know Lemon Zest really isn’t much of a nerd.” Sunny Flare admitted. “But the name just seems to work, you know?”

“I see…” Cadence said, attempting to move the conversation along she asked, “What exactly are you doing to stop the invasion?”

Indigo Zap, who had been listening intently outside the tent, popped herself in. Proudly crossing her arms across her chest as she answered her question.

“Well lady… you were the first. But we hope to venture back into that hive and rescue enough ponies to assault on the changeling queen and retake Equestria from their hands. It’s gonna be awesome!”

“And we need your help with that…” Sugarcoat said, also entering the tent upon realizing their princess was awake. “According to her report, Sunny Flare was almost caught today while extracting you. I told her to be more careful before she went in…” She said, pushing up her glasses.

“Oh I’m sure Sunny did the best she could!” Sour Sweet said happily. “Wouldn’t have hurt to suck a few dicks to blend in though…” She said in an opposite tone, which was promptly meet with a smack from the unicorn.

“So let me get this straight… you girls want me to lead your group, and help you extract more ponies from the hive?” Cadence asked. The four mares before her nodded. Cadence took a long moment to think about it, eyeing each of the girls that stood before her up and down.

“I guess… that would be most appropriate, seeing as I was captive under their control for the longest time… I know how they think and act… n-not to mention every tunnel in that place.” The alicorn said, the girls already looking up at her hopeful prospects. “You girls are very brave to take such a bold initiative yourselves.”

The princess turned series for a moment, saying, “But it might take some time for me to formulate some sort of ‘plan’ that could assist in further extractions… my head still feels all ‘fuzzy’ from how the changeling’s left it. Even so, it would probably be best if we held off any trips back there for a few days. It’s more than likely they are on high alert now, given my disappearance.” Indigo Zap and Sour Sweet nodded, exiting the tent.

“Take all the time you need,” Sugarcoat replied giving her a warm smile, before rolling her eyes. “I was guessing we weren’t going anywhere anytime soon anyway.”

“And Sunny Flare…?” Cadence asked curiously, stopping the mare just as she was too taking her leave. “If I heard you correctly, you said there were actual stallions here?”

“That’s right,” Sunny answered as Sugarcoat took her leave. “But don’t worry Ms. Cadence, they aren’t like the others you’ve probably heard about. You can trust them.”

“I see…”

“And sorry about the skimpy robe.” The mare apologized, casting another glace at the tight fitting outfit that clung to every curve of her pregnant body.” We weren’t really able to grab all that much in terms of clothing when we fled The Crystal Empire. You’re not given much time to pack when you hear changelings are coming so I’m afraid that’s all we have for you to wear. But don’t worry! We didn’t let the men see you naked when we were hauling your unconscious body back here.”

~~~~~~~~~ ~~~ ~~~~~~~~~

Cadence may have not compared to Twilight in terms of raw intellect, but she was still ranked far above the average pony, especially when it came to leadership. Naturally, it hadn’t taken long for the alicorn to devise a plan of action. One which she felt had a high chance of success, giving what she had gathered so far. But there was still one unknown variable. She could count on the girls for sure, but she had to know she could trust these ‘stallions’ currently present to play their role.

Cadence pulled the flap aside as she stepped out of her roomy single bunk tent. Despite several strong downward tugs, the bottom of her robe refused to travel any lower than her upper thighs. It was almost humorous how a single lean in the wrong direction would reveal her most private of places to any potential onlookers. Not the least bit ideal way a princess should be conducting herself, but knowing the conditions, she wasn’t complaining. With a sigh she gave up fumbling with her robe, taking in her surroundings of her new home.

She was located in a cozy appearing campsite, located deep within a lush forest, much friendlier appearing than the dark Everfree one. A weak wooden fence had been constructed around the perimeter surrounding three large tents. One of which was Cadence’s, the other two she could only assume were the sleeping quarters belonging separately to the males and females. At the center of the camp stood a small fire pit, with eating utensils placed all around it. The four mares she had just conversed with had retreated to their own shelter, save Lemon Zest who was too busy to notice her as she rocked on an invisible air guitar.

More interesting to Cadence however, were the sounds of two stallions, both unicorns, casually conversing over by the front entrance of the campsite. Curiously, Cadence walked over to them.

Upon noticing her approach, the two stallions quickly jumped to their feet, standing at attention. Their expression seemed to indicate surprise she was really there, seeing royalty for the first time in ages.

“At ease gentlecolts. I simply have a few questions I wanted to ask you.” Cadence said which a touch of hesitation. It had been far too long since she talked to a stallion, or addressed a pony in such a way for that matter. “Royal Pin and Neon Lights is it?” The men relaxed and nodded.

“Fancy Pants and Jet Set are off on break. Probably napping in the tent,” One of the stallions stated.

“But what is it exactly that you men do here?”

“We guard the campsite ma’am,” Royal Pin replied diligently. “Somepony’s gotta be on the lookout for changeling patrols or other wild creatures out here.”

“I see, have either of you discovered anything during your shifts?” Cadence inquired further.

“Just that the royal guard weren’t paid nearly enough,” Neon Lights replied, half sarcastically. “This job is one of the most boring and tedious tasks in all of Equestria. Plus, I don’t even think changelings fly over here anymore, even if they did, it’s unlikely they would even spot us under all these trees. Man, could you even imagine what it would be like to have your cutie mark in this?”

Cadence gave the two a reassuring smile. “Don’t worry boys, I’ll find you something more interesting to do soon enough,” she said. “On another more serious note however, I’ve heard of some truly disturbing tales of what many stallions have done to mares in my kingdom once I was abducted from power. I just wanted to say it is truly grateful to see that not all of my subjects have given into such… perverted temptations.”

“Psssssh, as if,” Royal Pin replied. “We stallions are hold ourselves to a much higher standard than those… animal… things that call themselves ponies.”

Cadence beamed happily, relived at the prospect that perhaps the news she had heard wasn’t completely true. “But, what do you think about…..” Suddenly, off in the distance, a bush rustled. “Wait! What was that?!” Cadence asked hurriedly, her head bolting to the side. Gesturing to a clearing as she informed the two men, “I think I saw something large move!”

Both the stallions jumped into full alert, casting their gaze to where the princess pointed at.

“What? I-I don’t see anything… what do you think you saw Ms. Cadence?”

“I’m not sure,” Cadence replied hesitantly. “It looked like something… black.”

“Something black?! It must’ve been a changeling!” Neon Lights snarled angrily as he began marching towards to the spot Cadence had indicated, the other two ponies following behind him.

“Ummmm Neon?” Royal Pin asked. “Don’t you think that is kinda really racist? Not cool bro.”

“Shhhhh! You’ll scare it off! Neon Lights replied, to busy focusing on finding the potential hiding changeling.

Cadence, who was silently following the two stallions as they searched quite a distance away from the main camp now, was quietly thinking to herself. “Perhaps the reason why the girls haven’t been bucked yet is simply because these guys are… batting for the other team?” If true, that would cause some complications with her plan.

After an extensive search of the area, the group came up empty. Neon Lights kicked at the ground in frustration.

Cadence who, for some reason, now looked like she was fighting to remain standing breathed a heavy sigh of relief before saying, “I guess… it was nothing…….. which is good……….I don’t want to see another………. changeling as long as I liv-“ Cadence gasped, her wrist flying to her forehead as she collapsed against a nearby tree and sliding to the ground, looking flustered as she panted for air, completely unable to finish her sentence.

“Princess!!” The men both exclaimed in unison as they dropped to her side. A mix of fear and worry crossing their features. “Is something the matter? What’s wrong?”

“It-It’s the changeling’s magic! I-I’m afraid their influence…. has not fully departed from my mind!” Cadence struggled to speak, looking as though she were nearly on the verge of fainting.

“W-What should we do?” Neon Lights asked in panic. “Should we go get help? Just wait here, I’ll go find the girls!!”

Neon’s arm was suddenly grabbed by her before he could run back to camp.

“No! Stay! It’s rather fortunate you are here…… I fear what I need now can only be provided by you two…” Cadence exclaimed, worry crossing her face as she prepared herself for what came next. A weak hand traveled up to her robe, lightly pulling on the loose string that held the two sides together. The knot easily came undone as the flaps parted, displaying her full bodily assets to the stallions above her.

Before either of men could react to this completely unexpected change of pace, Cadence’s other hand shot out grabbing Neon’s other arm. With a pull from her, both of the unicorn’s hands were placed onto her breasts, her nipples, already hardened from the cold forest air rubbing directly into his palms.

“I need the touch… of a man!” Cadence gasped, her tone seeming to suggest she was practically begging them. “Please, it’s the only way! Otherwise my mind will be completely lost to unquenchable lust!”

The two wide eyed stallions blinked in shock, both looking to each other, exchanging glances. Neon however, made no attempt to remove his hands that were firmly glued onto their alicorn leader’s plump breasts.

“You heard her! Royal Pin exclaimed. “The changelings must’ve put some spell or something on her that makes mares crave physical contact!”

“R-right…right,” Neon Lights said. Without another word, he squeezed, his hands experiencing the full feeling of the princess’s smooth supple texture. Soon after, his hands found it more favorable to simply grope Cadence’s titflesh, kneading the sensitive flesh in rapid circular movements.

“Mmmmm, fuck yes. Squeeze my fucking tits you dirty boy! It feels amazing,” Cadenced cooed, completely changing her tone from before. Seeing that their actions were having a pleasing effect on the princess, who seemed to be physically stabilizing, the two stallions grew bolder with their actions.

Neon Lights slipped the undersized robe off the arms of the princess, leaving her body completely exposed to the two men. Inserting himself behind her so that he was supporting her back to his chest before quickly resuming toying with her fleshy orbs. With space freed up, Royal Pin moved downwards, gently caressing and rubbing the pink skin of the princess. He traveled lower and lower, running his hands along the back of her thighs. Sensing there was more that could be done, he roughly pushed her legs apart, which until now, had been tightly clamped together in response to his partner’s attentive groping of the alicorn’s chest.

“Sweet Celestia! She’s soaked!” Royal Pin couldn’t help but comment. “What did the changelings do to make her like this?” He asked rhetorically, half horrified, half curious. Tentatively, he placed his fingers above her dripping slit, lightly rubbing but waiting to see if the princess would approve.

“Mmmmmm!” Cadence gasped, sounding as though she was struggling to hold in a moan. “Inside!”

Royal Pin nervously nodded. Drawing up his free hand, he inserted two digits into her quivering soaked entrance while his other hand started flicking at her swollen clit.

“OOOOHHHH FUCK!!” Cadence shouted. Royal Pin counting his blessings they were out of eye and ear shot from camp.

“Keep doing what you’re doing! I think it’s working!” Neon Lights shouted to his partner, who had started thrusting his fingers inside the princess at a steady pace, intent on getting her off. From Royal Pin’s smile it was obvious he was enjoying his task far more than he should have.

Neon Lights was no different. His hands had elected to change their tactics, roughly pinching and pulling at Cadence’s pert nipples. Each squeeze was returned with a beautiful moan emanating from her mouth. He continued palming and fondling her tits, his eyes savoring every detail of the sight he had secretly dreamed about. And to his glee, her rack seemed even bigger now. Not like he was keeping track.

It was no secret that Cadence was in heaven. The pure sensation of two diligent stallions doing everything in their power to bring her to a climax was almost more than she could bear.

With a bit of shifting, Neon wrapped his head around, bringing his mouth down and firmly attaching it to one of her voluptuous breasts. She could feel his tongue happily lapping away, circling around her rosy areola several times before his lips came together to suck on her hardened nipple.

Royal Pin on the other hand had a chosen to use his tongue for a similar purpose. The unicorn’s head currently occupying the space between the alicorn’s spread legs, focusing all efforts on going to town at her tender pink folds. He licked every inch of the mare’s sensitive slit and clit all while using his hands too delicately stroke the soft skin around her thighs and rump. Cadence arched her back high off the ground in response to the two stallion’s joint effort.

However, even with her peak fast approaching, she felt everything she was given until this point just wasn’t enough. She wanted, no, she needed more. With a sudden unremarkable display of alicorn magical strength, the two stallion’s bodies were hurled away from her. The two men landed several feet away with a crash. Dazed and confused, they looked up to meet the gaze of their leader, fearing they may have crossed a line in their efforts to free her from whatever changeling sex curse that had been placed on her.

Cadence’s intimidating eyes meet theirs, a crazed expression easily distinguishable on her face. The two stallions suspected the worst. Had the spell taken hold of her? Or what she about to go on a murderous rampage?

Without warning, Cadence leapt at Neon, the freighted stallion pulling his arms to his head in a feeble attempt to block any incoming assault. Rather than any physical attack though, Neon felt something else. A pair of hands were grabbing at his trousers, desperately trying to wrestle them down and off his legs.

“Cock! Cock! I need cock!!!” Cadence panted, her tone a mix both demanding and pleading. To her glee, the stallion’s pants came free from his legs, flying off into the bushes. The man’s respectable length, which had been rock hard long before this encounter began, popped into her view.

“Mmmmm yummy,” Cadence cooed, while her hands lovingly inspected the stallion’s endowment. After a brief pause, the princess of love lowered her jaw, skillfully talking the entirety of the stallion’s length into her eager mouth.

“Ohhhh fuck!” Neon grunted, as he watched the mare’s head bob up and down his cock. A groan escaping his lips whenever he felt the princess’s tongue pay extra close attention to his flared tip.

Royal Pin approached him from the side wearing a wide smirk. “Heh, guess she needs a bit more if we want to get her back to normal.”

“I’m not so sure I want her back to normal…” Neon said with a chuckle, relishing the feeling of the alicorn’s continued sucking on his member. “It’s not every day an average guy gets the royal treatment.”

Not wanting to miss out, Royal Pin quickly shed his clothing, idling stroking his own length while approaching his partner’s side. Cadence didn’t need to be told what to do. With a ‘pop’ she withdrew herself from Neon’s throbbing length, her mouth quickly turning to the side in order to swallow the newly presented cock.

“Mmmmm, good girl,” Royal Pin cooed, patting the back of the alicorn’s head. He froze though, again wondering if he had crossed the line with that statement. He wasn’t left wondering for long, however, as Cadence shuddered in delight upon hearing him. Looking up to meet his gaze she gaze a devilish smile, while giving that extra touch of effort in sucking him off as a reward.

Neon Lights, who had risen to his feet in response to his partner stealing his prize didn’t appear all too happy. Any potential objections were quickly silenced as an unattended hand shot up, grasping his lubricated shaft before pumping his member in a series of quick hard strokes.

Cadence continued on sucking away, occasionally alternating hand and mouth treatment between the two stallions. Expertly working her tongue and mouth in a desperate attempt to coax as much cum out from male’s balls. She could easily tell that their peak wouldn’t be far off.

“R-Royal…” Neon panted to his partner. “I got an idea… We shouldn’t squander this once in a lifetime o-opportunity with a simple blow job,” he said.

“W-What did you mean?” Royal Pin asked between grunts, still feeling the alicorn princess busy sucking away between his legs.

“Use your m-magic and just help me hold her down!”

“What? No way!” Royal Pin retorted in hesitation.

“Come on man, just do it!” Neon ordered, finally winning over the reluctant stallion.

A magical glow enveloped the exposed body of the alicorn princess. Momentarily confused, Cadence ceased her actions. Before she could react her body with levitated back and turned onto it’s side, suspended an inch off the ground.

Moving quickly, Neon descended into place in front of the pregnant princess, making sure to press his muscular chest against her ample bosom while doing so. Adjusting his magic, Cadence’s upper leg flew up, once again revealing her slick marehood, perfectly in line with his rock hard lubricated shaft. Without waiting another moment, Neon easily pushed his length into the mare’s snug pussy.

By the look on Cadence’s face she was more than happy with the change of pace. “Ohhhhhh FUCK!!” Cadence shouted in pleasure, her arms quickly wrapping around the unicorn before her. Without warning her flood gates burst, sexual euphoria came crashing down upon every inch of her body as she experienced her first mind numbing orgasm of the day.

“Sweet Celestia!!” She’s tight!” Neon gasped, as he began thrusting in an earnest pace. “She came as soon as I put it in!” He said, still overcome with the feeling of the mare’s walls clamping down on his member, the princess’s slender body writhing in wonderful ecstasy before him.

“Screw it…” Royal Pin said, quickly dropping behind the princess, sandwiching the mare on both sides. Grasping the base of his shaft, he promptly angled it at her puckered hole.

Cadence cried in pure pleasure as she felt his cock head inserting itself into its desired target. It was long before her ass was pumped full of his full length. She wasn’t given any time to adjust to the added girth, seeing as another fleshy rod was already busy happily thrusting away around the corner. Soon, Neon started to thrust into her tight rear with reckless abandon, like a horny animal desperate to lay its seed, only serving renewing the screams of the delighted princess.

“YES! OH YES!” Cadenced screamed at the top of her lungs, her cries echoing through the forest. “MAKE ME YOUR HORNY LITTLE BITCH! FUCK ME LIKE YOU OWN ME!

The two stallions were more than happy to comply with her request as the continued double penetrating the ruler of The Crystal Empire.

Neon Lights worked his hips forward, intent on driving his pulsing member even deeper inside her eager cunt. Lifting her leg further and angling his cock, it wasn’t long before he was pumping every inch he had to offer inside the hot alicorn pussy with each powerful thrust.

Royal Pin couldn’t believe his luck as he continued bucking the poor mare senseless, thrusts in perfect unison with his partner. The feeling of the princess’s ass was unlike any other. His hips were practically a blur as he relentlessly hammered Cadence’s rear into oblivion.

“TAKE ME MASTERS, TAKE ME LIKE THE BITCH I AM!” Cadence shouted, edging the two men to assault her insides even harder. The constant sound of panting and balls slapping against her flesh ringing throughout the clearing. It was obvious the men were getting close to their limit. Cadence had to act fast.

“DON’T STOP!! C-CUM INSIDE! PLEASE!” She begged. “I WANT – NEED YOU TO CUM INSIDE ME!!!”

With one final hard thrust, both men simultaneously hilted their entire lengths into the princess’s holes. Both reaching their peak as their swelling balls pumped a fresh helping of fertile baby batter into the already pregnant mare. The tips of their throbbing cocks flaring inside the princess as an endless stream of cum came shooting out, deep into the depths of her.

“YES!! YES!!! GIVE ME ALL OF YOUR CUM BOYS! I WANT EVERY DROP YOU HAVE INSIDE ME!” Cadence continued to shout, her slick holes doing everything they could to milk as much spunk from to two shafts as they could.

At last, Cadence felt their sticky torrent of seed come to an end. Replaced by an undeniable feeling of pleasurable warmth emanating from below. Finally spent and exhausted, Cadence closed her eyes, limbs collapsing to the ground, the two men following in suit. The trio laid like that for a while, basking in the heavenly afterglow, both cocks still left lodged within her lower holes.

After a while to enjoy their lasting sexual euphoria, the two member’s had softened, popping free of her abused orifices, a thick twin trail of white soon following behind it.

To the men’s surprise, Cadence calmly rose to her feet first. Retrieving her discarded robe before slipping back into it. She looked over to the two men she had just slept with, both looking up at her with curiosity.

“I…I’m sorry you had to see that, men. But t-thank you for your generous services. Whatever was affecting my mind is gone for now due to you two, but… I fear it may yet return at any moment.” Cadence said.

“You’re welcome… I guess?” Neon lights said, still slightly confused, but happy. It appeared as though being pumped full of sperm was the only way to deter the changeling spell…

“Please, don’t tell the girls about this… I want to keep them as far away from this for as long as I can. They really don’t need to know about what horrible things go on in that place,” Cadence said shyly, the two stallions slowly nodding their heads in assurance.

“Thank you,” Cadence said again, giving her patented royal smile. “Oh, and one more thing… If my urges ever arise again from whatever spell the changelings have corrupted me with, I will require the services of you men again. I surely hope that isn’t too much to ask for until I am free of it.”

“N-Not at all princess…”

Cadence nodded and with that the alicorn calmly walked away on the path back towards the main campsite.

The two stallions watched her depart from view before turning to each other. Their hands meet in a high five. The princess’s odd casualness to the whole situation flying right over their heads.

“Oh man!! The other guys are going to flip when they hear about this!!!” Neon Light’s exclaimed in glee, Royal Pin seemingly sharing equal excitement.

“Perfect…” Cadence smirked, resuming her walk back to camp.

Changeling Usurping Nerd Team (Part 2)

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Jet Set pushed aside another tree branch as Cadence and Fancy Pants trailed behind. Casting a nervous glance back the way they had come, Cadence breathed a sigh of relief before addressing the stallions that accompanied her.

“Alright, this should be far enough away from camp. It doesn’t look like we were followed again,” Cadence said, once again undoing the knot that held her short robe together, slipping the garment from her slender arms. Her bare breasts and swelling stomach revealing themselves to the two men along with the warm forest air.

Jet Set and Fancy Pants watched with perverted fascination as the princess neatly folded her discarded robe, placing it on a nearby branch to be retrieved later. Nodding to Jet Set she lifted her hair out of the way, allowing the stallion to gently reach around her neck, hooking the end of his leash around the loop in her collar. A soft click indicated the leash secretly had attached itself to the Princess. With a few small tugs on the leash, Jet Set gave a devilish grin before continuing their walk further away from camp. The now naked and leashed alicorn obediently following his lead. Fancy Pants was behind her, casually watching the walking princess sensual sway her curvy rump.

“I must say, Princess Cadence” Fancy Pants began, still trailing behind her, “Are you absolutely sure you are comfortable conducting yourself in such a manner? Perhaps this whole setup is a tad… restricting on you, maybe?”

“Quite the opposite my loyal subject,” Cadence smiled back to him. “As a matter of fact, I actually feel more comfortable now wearing nothing at all. You see… it just feels rude for a mare like me to conceal her body in the face of such fine and virile stallions such as yourselves. In a way, even though I wear this leash and collar, I feel more free now than I’ve ever been before the changelings took over. But… why do you ask, Fancy Pants? Does it bother you?” Cadence asked, playfully eyeing the unicorn.

“On the contrary, my dear,” Fancy Pants said with a smile of his own. “To be frank, I also bought a similar pair of items for my sweet Fleur De Lis to wear for our anniversary a while back.”

“Oh?” Cadence asked, intrigued. “Did she find them pleasing?”

“Well… yes,” Fancy Pants replied. “But not in the manner in which I had hoped… You see, she thought the collar was for our prize winning spaniel. B-but on the bright side, she still appreciated the gift! *sigh* She was always such a sweet young lady…”

“Ah, I remember Ms. De Lis well from my stay in the changeling hive.” Cadence said, attempting to console the stallion. “I can tell you she is alive and well… quite well in fact. To that matter, I can personally promise you will see her again one day… however,” Cadence added, before seductively trailing her hand to her shapely rear, yanking the stallion’s attention to it while she dealt her ass a few light slaps. “If you want any chance of keeping Ms. De Lis around, the old dog is going to need to learn a few new tricks…”

Cadence could hear Fancy Pants give an audible gulp as Jet Set pulled her leash taut, causing her to quicken her pace. “What about you, Mr. Set,” Cadence asked as she quickly trotted up to her leash holder. “Do you have a special some pony out there you have your eyes set on? Perhaps a mare in our very camp…..?”

“Heh… Well maybe… I did have a thing for that Indigo Zap chick before you came here. The pegasus looks like she could milk a dozen cocks with that tight little cunt she’s hiding between those legs…” Jet Set said, before quickly remembering who he was talking to. “Ummm *ahem*, in any case, it doesn’t really matter what we think. None of the girls really seem interested in having a little fun with us. They’re all off doing their own things most of the time.”

“Oh, I see… you poor poor stallions,” Cadence spoke apologetically. “After all the work you do for them. Boring tedious work at that. The least the girls could do would be letting you boys play around with their bodies from time to time, don’t you think? I mean, there’s no harm in everyone having a little fun, right?” The stallions silently agreed, not realizing that they were nodding.

“Here should be good,” Jet Set said, coming to a stop and giving a devilish grin. “Nicccce and far away so no one can hear those sexy moans of yours…”

~~~~~~~~~ ~~~ ~~~~~~~~~

The week at the Changeling Usurping Nerd Term campsite had been interesting to say the least. Well interesting for one group of ponies that is. During the day, everything was peaceful and boring. Cadence would conduct herself in way manner befitting a pony of her stature. Which would normally involve her spending her time alone in her tent, or off with various ponies in light hearted discussion.

However, usually several times during the day, Cadence’s ‘curse’ would take over, compelling her to seek out the nearest stallions to pump their thick seed inside her various holes. Neon Lights and Royal Pin soon realized that their efforts alone wouldn’t be enough to satisfy the princess, seeing as her visits were much more frequent that they could recover from. As a result it wasn’t long before Jet Set and Fancy Pants were more than happily added into the mix.

Cadence’s so called curse had improved over the course of her stay in camp. Unlike only being able to express her much wanted desire for things like ‘cock’ or ‘fucking’ like her initial runs, the stallions soon found the Cadence had regained normal speaking habits during her ‘heat’ periods, as the four stallions had elected to call it. Well, as normal as one might get during times of heat. The men had grown accustomed to glossing over the crazy and perverted chatter the princess would stir up like it was the most normal thing in the world. Of course, they figured it was all the curse acting up and played along while the mare questioned them from every detail of their old sex life to which mares they were interested in railing at camp.

Seeing as there was little else better to do and her visits were the most exciting parts of their day, the group of four stallions began comparing notes on how to best please the alicorn. Oddly enough, their sessions proved most effective if they treated the mare as nothing more than a pet. The irony was not lost on them, seeing as she was a princess who wanted to be treated as something less than a pony. Terms such as slut, whore, cum dump, and bitch were tossed around a plenty, hesitantly at first, but all to the delightful approval of the princess. Not to mention attaching a changeling leash to her collar, petting her, roughly spanking her rump if she failed to follow a command to their desire, or pumping her various holes with gallons of their spunk as a reward for her obedience. Cadence seemed to proudly relish all of it, seeming as though there was nothing the men could do to her that was off limits. Which of course, only motivated them further into deeper acts of depravity in their many efforts to dominate her.

In fact, Jet Set had once decided to tie her up, as well as blindfold and gag her, topped off with an inhibitor ring placed around her horn. All in an effort to make her powerless to stop all four of their repeated assault on her holes. Later that night, he discovered he had been awarded for his idea in a manner most fitting. Being awoken in the middle of the night, finding the princess’s head gently bobbing up and down between his legs.

However, despite all the fun that had been had and all the fond memories that had been made, lately her visits had become… less and less frequent. Even now, an entire day had past and Cadence had yet to approach them for their practiced services. The stallions f̶e̶a̶r̶e̶d̶ hoped that her curse had fully resided and things would go back to normal. But, they were all starting to become edgy. Their balls, which up until now had been working around the clock to produce and pump their fertile sperm deep into the pregnant princess were starting to become pent up. If Princess Cadence was truly cured, the men could only hope a new outlet for their desires would wander their way sooner or later…

~~~~~~~~~ ~~~ ~~~~~~~~~

“Achooo!” Lemon Zest sneezed.

“Bless you,” Sugar Coat quickly said to her friend. Like always, the five school girls were gathered around in their sleeping quarters. Cots facing each other as the mares engaged in their normal late night chit-chat.

“Soooo, Princess Cadence…” Indigo Zap began.

“What about her?” Asked Sour Sweet curiously.

“I’ve been thinking about her… and well, I mean, when she first woke up here with her brain freed from all the changeling magic mumbo jumbo messing with it… she didn’t seem to have much of a reaction when we told her what had happened to her, you know?”

“Well duh!!” Sunny Flare interrupted. “She’s one of the four princesses of Equestria for pony’s sake. Of course she would be stronger than to break into tears like a little filly or something!”

“I-I know but still… waking up one day to discover you and your subjects have been secretly kept as changeling sex slaves? Knowing your body has been endlessly fucked for days on end like a piece of meat? Even having your own uterus invaded by one of those… things growing inside it… as you’re bred like an animal… ugggg,” Indigo Zap shivered. “I’m not afraid to admit I would probably have had a mental breakdown right then and there…”

The four other girls could only stare at the Pegasus, considering her words for a long period of time.

“Yeah, I-I probably would have too…” Sour Sweet commented.

“Well you know she’s been spending a lot of time going on long walks with the guys lately… whenever I ask them what for they just say ‘emotional support’ or something,” Lemon Zest said. “Has she asked any of you girls if you wanted to go on some sort of walk?” The others shook their heads.

“We can’t really blame any pony for needing some help after learning what they’ve been through. Not like we don’t all have our own ways of dealing with stress…” Sugarcoat said, casting several shifty glances to the side.

“Plus the guys seem to like it. I’ve never seem them in such good moods before!” Lemon Zest added happily. This statement only puzzled the remaining mares further.

“I guess it’s just a little odd she would connect with the guys so quickly instead of us… did we make a bad first impression or something?” Sunny Flare asked.

“I just acted like I always do…” Sour Sweet chimed in.

“Ah,” Sunny Flare continued, realizing the problem. “Still, it wouldn’t hurt for us to be a little friendlier and open to the princess. Celestia knows she needs it after what she’s been through.”

As if on cue, the tent flaps parted as the regal Princess Cadence herself entered the mare’s sleeping quarters.

“Princess!” The five girls exclaimed in unison, all jumping to their feet and bowing.

“Please girls,” Cadence chuckled warmly, “I thought we would have been past this by now. Just Cadence is fine.”

“Is there something you wanted to discuss us prin-Cadence?” Sunny Flare asked, noting this was actually the first time the alicorn had chosen to visit their tent at night.

“Yes… there is,” Cadence said slowly, her warm expression suddenly growing more serious. “I’ve finalized a plan to aid in the extraction of other ponies from the hive and I’m practically certain it will work, but…” she paused for a moment. “I’m not sure you girls are going to like what it requires…”

Four mares could only anxiously wait for her to continue, except Indigo Zap who looked unafraid from what might be said. “Just lay it on us, we can take it!”

“Are any of you on birth control?” Each mare slowly shook their heads, puzzled, by her odd and random question. Birth control was not one of the few luxuries they had managed to pack when fleeing The Crystal Empire. Cadence took a deep breath. “Good, because I need all of you girls…… to sleep with the stallions here, and become pregnant with their foals…”

“WHAT!?!?” The five girls all exclaimed in their perfect uncanny unison. Cadence calmly waited until their commotion and endless questions had died down before continuing.

“I had expected you girls would feel some… apprehension to my suggestion, but please, allow me to explain. There’s a good reason I’ve asked you to do this. You see… changelings are only after us mares because of our wombs,” Cadence spoke calmly, rubbing her own swelling stomach for emphasis. “Their ultimate desire is for an army of broodmares to serve in producing an even larger army of changeling drones. But… if a mare’s womb is already occupied by another infant, you girls should be safe from the changeling’s interests regardless of what else happens here, at least for nine months…”

B-But…but…” Indigo Zap stuttered. No longer looking fully confident in herself. Shrinking down from her spot as if to avoid attention.

“Well technically we wouldn’t need to sleep with the stallions for that,” Sugarcoat interjected, pushing her glasses up. “We would just need a single semen sample for one of the guys… then Sunny Flare could use her magic to carefully insert-”

“No, no, no! Stop! Stop! Gross!” Cadence said, waving her hands to break the nerdy mare from her train of thought. Sighing, she added, “That isn’t the only reason I’ve asked you girls to sleep with the men.”

The school girls leaned in closer, each anticipating what she would say next, not realizing their cheeks were all blushing madly.

“As you are all well aware by now, our little spy, Sunny Flare, was nearly discovered during her short visit in the hive to rescue me, correct?” Sunny nodded to her to confirm her statement. “Well there’s a good reason for that. Sure she’s a mare, she was completely naked, and wearing a sex slave collar so we can’t say she wasn’t dressed for the part.” The unicorn blushed as the memories rushed back. “But she still did not look like she belonged, and we can’t have any of that if you girls are going to be running dozen of covert extraction missions.”

“What do you mean Cadence?” Sunny Flare asked, mindlessly lost, absentmindedly touching the ever permanent collar that she bore around her neck. “How else in Equestria are we supposed to look like we belong there?”

“How to approach this delicately…” Cadence said slowly. “You see…. changelings are odd creatures, and that’s putting it mildly. Their entire existence is centered around love, and with that, sex. They practically have every mare in Equestria in there behaving as submissive and obedient sex slaves, but you weren’t. Because of their nature, they can easily spot a mare who doesn’t belong like the others, a mare who doesn’t feel submission and embrace it with every fiber of their being. No amount of skilled acting can get past their senses.”

The girls were stunned, seeing their brilliant plan had hit a brick wall in light of this new information. Their fears worst had been confirmed. They would surely be caught and captured if they ever dared returning to the hive now. “S-so, what are we supposed to do, princess?”

“As I said, you need to sleep with the stallions here. But not just any old romp in the hay. No… I believe you girls need to let the men use you in a certain way. You must let them dominate you, let them own you as if you were their pets, let them use your bodies for each and every one of their perverted desires. Know what it’s like to be nothing more than an animal whose sole purpose in life is to please their masters. Then, and only then, will you girls know true submission, and well enough to fool even the sharpest of changelings.”

The five girls gulped, all exchanging glances with one another. Silence engulfed the room. It was more than obvious they wanted to refuse the princess’s crazy plan, but they realized they had no other course of action, and they were probably the final hope Equestria had for things to ever go back to normal.

“Now… I realize asking you girls to do this isn’t any sort light request. But drastic times call for drastic measures. I think we can all agree that letting the stallions, a group of loyal men whom we all trust with our lives, play around with us a little in exchange for rescuing our friends and saving Equestria, is the preferred option over becoming mind controlled cock hungry sex slaves to a changeling.”

A realization could be seen coming to light in the center of every mare’s eyes when she phrased it like that. They knew they had to do this. There was no time to stall either while they made up their minds. With each passing day, the changeling’s grip on Equestria tightened. While the mares inside fell even deeper under their control and others outside were captured, collared, and creampied. But still, they said nothing as none of them could bear voice these thoughts to the others. The girl’s dead silence spoke volumes. All Cadence needed to hear, or in this case didn’t hear.

“Very well, I’ll go fetch the men and inform them of our plan. Thank you girls,” Cadence continued on before the mares could change their minds, before swiftly exiting the tent, leaving a pack of five dumbfounded mares. It took a while for them to collect their thoughts and resume speaking.

“W-We aren’t really going to go through with this insane plan…… are we?” Sour Sweet asked innocently, her body trembling with nervousness as she hugged herself tightly.

“We don’t really have anything else we could do if we want to rescues all of our friends trapped inside that hellhole!” Sunny Flare added, although slightly shaking herself.

“Relax girls!” Lemon Zest interjected, seemingly following her own advice. “No offense to the guys or whatever, but they’re all too nice! They probably aren’t the type that have the stuff to fill the dominant role. Hell, I’m willing to bet they don’t even have any experience with any of that junk!” Lemon Zest coughed, then coughed again. The girls started to look up, half hoping that the music mare’s words were true.

After a long while, the tent flaps once again parted, the alicorn entered, along with Fancy Pants, Jet Set, Neon Lights, and Royal Pin in tow.

“I’ve told these kind gentlecolts of our plan, and they are all willing to give it a shot. As it turns out they have some experience with this type of stuff…” The mares quickly shrank back down and whimpered. “And they have all sworn to me they will not abuse this position of power on you. For what it’s worth, I know we can trust them.”

“Now then… I guess you’ll all need to be paired up if we want to begin. Let’s see... Jet Set you can have Indigo Zap, Neon Lights will take Lemon Zest, Royal Pin with Sour Sweet, and ooooo, Fancy Pants with Sugarcoat! That just leaves Sunny Flare to me…” Cadence spoke with authority, as each of the stallions took their place behind their assigned mares who still sat on their cots.

“Ms. Flare, you will be my demonstration subject as I inform the others on how to properly dominate and impregnate these brave mares as a typical changeling might do,” Cadence said as she took her own spot behind Sunny Flare, gently massaging the unicorn’s shoulders to calm her nerves. “After all, I’m ashamed to admit it, but I do have the most exposure to such acts.”

“B-But you’re not a stallion! How would that even work?” Sunny Flare quipped.

“We’ll get to that later…” was all Cadence said for the time being. Turning to the rest of the group, she began instructing the class.

“Let’s get started shall we then? For starters, I think it’s only logical if the ladies slip out of those wrinkled old clothes. The first thing a changeling would detect in a spy would be if a mare wasn’t comfortable in her own skin. Not to mention, it would be terribly impolite for a slave to conceal her body from the eyes of her owner.”

The girls nodded nervously, obviously still hesitant to where everything was headed. Nevertheless, their hands slowly rose up, and began unbuttoning their school uniforms.

“Ah ah ah,” Cadence chided, stopping the mares in their track, who thought they had done something wrong. “Let the men do it for you, girls. Guys just love stripping us mares. It gives them a sense of power over us.”

With her approval, hands reached down on every mare present as the stallions began to excitedly unbutton and slide off the tops of the school uniforms from their prey. The girls fidgeted awkwardly as their clothing was lifted over their heads and off their arms. Their bras all popping into plain sight, but remained untouched for the moment. Their skirts came next, unclipped and pulled down their slender legs before being carelessly discarded to the side, leaving the group of girls clad in nothing but their underwear.

“Excellent! Now, don’t be afraid to be a little rough, boys,” Cadence cooed, illustrating her point by gripping Sunny Flare’s pink bra with her magic, violently ripping the garment in two with her magic. The unicorn’s perfectly shaped globes of flesh bouncing free from their confines. “You have to assert your authority. Let your mares know their place…”

Neon Lights couldn’t have agreed more. Roughly gripping Lemon Zest by the shoulders, he threw her face down into her cot. Grabbing the mare’s green bra in his hand he yanked, the flimsy bra tearing to shreds as a result of his brutish strength. He quickly cast aside the ruined garment, only to repeat the same process on her panties. It joined the other now worthless scraps of underwear that littered the floor of the tent. Even Cadence’s flimsy robe joined the fray as the alicorn carelessly discarded it into the pile. Silently, she breathed a sign of thanks to finally be free of it.

“Sweet Celestia! She’s soaked” the still dressed Neon Lights commented, staring at the freshly uncovered valley between Lemon Zest’s legs.

“Mine is too!” Jet Set exclaimed excitedly.

Cadence’s grin only grew wider seeing the results were the same for every mare present. “You see that boys? That’s just a mare’s way of saying she’s happy to see you,” she said with a giggle. “Now then, don’t be afraid of returning the sentiment. Play around with them a bit, let their bodies become more acquainted with you.”

Sunny Flare’s entire body was enveloped with Cadence’s magic, slowly raising and lowering her back down so that she sat between the legs of the alicorn who had seated herself on her bed. Cadence’s magic faded on all but Sunny Flare’s legs, keeping them spread wide as the princess’s nimble fingers began to lovingly rub and stroke at her quivering slit in plain sight of every pony present, much to the unicorn’s horror.

“N-No! Don’t look at me!” The madly blushing Sunny Flare said. Her arms flying to shield her beat red face from the on looking audience. “C-Cadence, this is s-so embarrassing!”

“Shhhhhh,” Cadence lovingly whispered into her ear. “There’s nothing to be ashamed about, dear. It’s only natural. This is what your body wants, you and I can both feel it. The sooner you forget about such silly things like embarrassment or shame, the sooner you can join your body in blissful…. pleasure.” Cadence reached up, grabbing one of Sunny Flare’s tits in her palm and starting to gently grope the tender flesh. Meanwhile, her fingers had snaked down to her folds. Two digits were parting her cunt, revealing her moist tunnel to her friends. “Who would have known such a sexy unicorn was hiding such a lovely marehood beneath all those clothes. It would be a crime to not let everyone enjoy it!”

Meanwhile, Fancy Pants had already began toying with Sugarcoat’s own delectable chest while she was occupied watching her unicorn friend being used. Sugarcoat had completely stopped her weak struggling, now allowing the stallion full access to her breasts to grope, squeeze, and suck away at to his heart’s content. Despite her cooperation, a part of her resistance to this whole ordeal remained, however, it slowly grew weaker with each and every moan that escaped her lips.

Royal Pin too had taken playfully teasing Sour Sweet. Gently nibbling at her neck while lightly smacking her firm bottom. Sour Sweet was quickly getting in same the mood, returning each of his smacks with a deep moan. A part of her mind couldn’t help but wonder why she was enjoying this manhandling so much, but those thoughts were quickly cast away as the stallion’s hand slammed its way down onto her rump again.

“Mmmm, it seems like the others have followed our lead,” Cadence said with glee. “Sunny Flare dear, be a good little pet and continue playing with yourself for a moment. I’ll be right back.”

As Cadence removed herself from behind her, Sunny Flare couldn’t help but feel an odd compulsion to follow the mare’s orders, despite her previous apprehension. Her hands taking the place the alicorn’s had previously occupied as they slowly began toying away with herself, her fingers dancing across her folds with a new sense of purpose.

Cadence rose, observing the room. It seemed like three of the couples were getting along perfectly well in accordance to her lesson plan, the mare’s allowing fully access to their assets. “Very good girls. Let their hands wander where ever they wish. Always remember, the men have as much right to touch your bodies as you do yourself…”

However, it was more than apparent Jet Set was still having difficulties taming Indigo Zap, who was now profusely refusing any attempts of the stallion touching her. Jet Set had managed to wrestle her soaked panties off her legs, but her arms had risen to protect her chest, where her black bra remained still firmly attached around her pert breasts.

“Is something wrong?” Cadence asked warmly, approaching the frustrated couple. “Jet Set, perhaps it would be best if you give us a moment.” The stallion huffed and withdrew, allowing them a small bit of privacy.

“Princess… it-it’s just my… breasts,” Indigo Zap spoke shamefully, hanging her head while she shook. “T-They’re barely a B-cup, not even close to the size of the other girls here! To be honest, I’ve always kinda been secretly ashamed of them, and now everyone is about to see them!” It was obvious from that way she was going that she was about to give up on Cadence’s entire plan. That would not do at all.

“Oh my…” Cadence said softly, placing a comforting hand on the mare’s shoulder. “There there Indigo… I can see how that may make you feel uncomfortable. But I think I have something that will change your mind…”

“Wha-What?”

During my stay in the changeling hive, you should know I’ve encountered many beautiful mares such as yourself who faced the same dilemma when they were first abducted. The changelings didn’t understand how one part of our wonderful female form had such a large impact on a mare’s feelings, and it shouldn’t. Nevertheless, the girls were quite adamant in their uncomfortableness so it was only natural the changelings had a spell like this made…”

“What… spell?” Indigo Zap asked, curiously looking up. She wasn’t left wondering long as she instantly noticed the princess of love’s horn glowing in a strong cyan hue, focusing directly at the pegasus’s chest. Indigo gasped as she felt her pert breasts enveloped by the alicorn’s magic. Suddenly, she felt her body lurch, causing her to quickly look down. Her breasts appeared to be growing, as if expanding! Swelling on her chest as they slowly increased in size. The pegasus could only watch with wide eyes as they continued to grow, easily surpassing a B-cup size, and shortly after a C-cup as well. Her bust continued to expand, pressing ever more against the restricting bra. The straps finally gave way with a snap, the garment falling to the floor before her. Cadence deemed that would be the perfect moment to cease her spell, Indigo’s new twin globes of flesh finally settling down and resting comfortably on her chest.

“C-Cadence…. I… I don’t know what to say,” Indigo Zap said slowly, her expression of shock slowly turning into one of pure glee as she starred with starry eyes at her new bust. Placing the back of her hands to her chest she arched her back forward, not phased in the slightest her breasts were now on full display.

“You’re quite welcome dear,” Cadence giggled. “And if you’re a good little pet, maybe I’ll even consider casting that spell again. In fact, that goes for all of you lovely ladies!” With that, Cadence withdrew, the thankful Jet Set retaking his place with the mare, who now looked more than happy to give her new chest a test run. “Just a quick heads up, Jet Set,” Cadence said quickly. “Her girls are going to feel extra sensitive from now on. I’d focus my efforts there if I were you…”

Cadence rose as Jet Set happily pinched away to her advice. Everything was going well so far. The set of four mares were now happily moaning away as they willingly let the stallion’s hands invade their most private of places.

“Mmmm, perfect,” Cadence thought to herself. It was clear the each pony was conforming to their roles. The stallion’s once playfully fondling was growing more and more aggressive. Roughly pinching and pulling at the girl’s tits, while thrusting their digits into their eager dripping entrances to the mares moaning delight.

“Now I know I’m just a lowly slave myself, but perhaps the men should consider moving onto the next stages of claiming their new pets?” Each of the four stallions realized what she meant, quickly ceasing their foreplay and jumping to their feet as they began shedding their own clothing.

“My my, you’ve been such a good girl, Sunny,” Cadence said, approaching her own subject who still sat in her cot, noticing her fingers were still busy at work between her spread legs. “That willing to do whatever it takes to rescue your friends, even if it’s embarrassing?”

“Yes mistress Cadence,” Sunny Flare replied with a smile amidst her many moans.

“And you even picked up a proper tongue! Aren’t you just full of surprises? I think you are well overdue for your reward, Sunny…”

With another bright glow from her horn Cadence unleashed a second changeling spell she had picked up from her time at the hive. The glow pooled around the alicorn’s legs, only for a thick stallion member to emerge, firmly attached to her body with its own pair of pulsating balls hanging below.

Sunny Flare’s jaw hung open in shock at the princess’s change, her fingers momentarily ceasing their work on her snatch. That reaction never got old.

“Heh, do you like it dear?” Cadence asked the unicorn with a sultry gaze. “This little guy of mine helped me train dozens of mares like you into submission, even received the honor of impregnating a few of them with my foal…”

Cadence playfully waggled her slowly expanding cock in Sunny Flare’s face, making sure the mare received a fair share of her musk as her cock grew to a full erection. The princess’s patented grin growing ever wider as the unicorn’s eyes intently followed her cock’s motion. A tiny bit of drool was escaping from her gapping mouth.

“I’m not going to tell you to do anything dear,” Cadence said warmly. “I’m leaving it up to you on what you want to do with my little friend here…”

Sunny Flare didn’t even return the princess’s gaze, instead she slowly rose from position, taking her place below the standing princess, her eyes never leaving the throbbing member before her. The unicorn lowered her jaw, slowly taking the enlarged head into her willing mouth.

“Ohhhh, fuck,” Cadence gasped as she felt her cock enveloped by the moist passage. Sunny’s tongue had already began happily lapping away at the underside of her cock as she shallowed it’s length deeper inside her mouth, finally stopping slightly past the half way point.

“Mmmmm, good little slut,” Cadenced beamed, patting the unicorn on the head. “Take your master’s cock into your mouth and worship your new number one source of pleasure.”

Something about those words triggered the unicorn from within. The sensation she was experiencing, they all felt so amazing! Knowing she was on her knees, cock lodged deep into the depths of her mouth, her new master patting her head lovingly in approval, it all just felt…right. She wanted more. She wanted, no, needed to please her owner with every ounce of strength in her being. To make them all unload their pent-up loads inside her orifices simply for their enjoyment and appreciation.

With both her hands, Sunny Flare gripped the back of Cadence’s thighs, attempting to force the remainder of her length down her throat, whatever the cost. A slight bulge appeared in her throat as it traveled deeper down, the flaring pulsing head easily identifiable.

“Ahhhh, deep throating already!” Cadence announced loudly enough for all to hear. “It seems like somepony had discovered they can experience great satisfaction caring for their master’s pleasure over their own… I’d say you other girls have the bar set rather high.”

Around her, the others mares were occupied diligently lubricating the cocks that would soon be inside them, fucking their brains out. Indigo Zap sat on her knees, Jet Set tightly gripping her head as she bobbed her head along his length at a feverish pace. Sour Sweet and Sugarcoat were currently busy on the floor, entangled in the 69 position with their respective stallions. The moans resulting from the men’s fierce tongue lashing sending pleasurable vibrations through the cocks in their mouth.

Sunny Flare had already started working harder as well, rapidly withdrawing Cadence’s throbbing member from the moist depths of her throat, only to swallow it back down again. She fought hard to suppress any urge to gag, hoping only that her master would derive some sort of added pleasure from her dedicated efforts.

Cadence wasn’t made of stone, she was fast approaching her peak due to the mare’s skilled mouth, and from the energy in the room she could tell the stallions were on the verge of blowing their loads as well. Quickly, Cadence struggled to address the mares.

“S-swallow it all down girls! Your master’s cum should only rest in their balls or inside their mares!”

As if on cue from her words, the stallions all grunted as they violently gripped the heads of their respective mares, pulling them in so that their members were completely enveloped their pet’s mouths. The eyes of every girl present shot open wide as the stallion’s climax crashed down, their cocks erupting torrents of hot sticky cum straight down their eager mouths.

The girls quickly recovered, each steeled their nerves as they worked their throats to swallow as much of the stallion’s gift they were presented with. Cadence, who was lodged so far down Sunny Flare’s mouth gave a loud moan of pure ecstasy as her magical member emptied everything it had down directly into the unicorn’s bowels. Squirt after squirt came spilling out of stallion’s pent up balls, which was promptly gulped down to join the rest in their mare’s stomachs.

At last, the commotion in the tent had died down somewhat. A few of the stallions were still left holding the girls heads to their still twitching members, eager to milk every last drop they had to offer. Finally, each of they released the mares and withdrew themselves, panting and exhausted.

“W-wow….” Neon Lights spoke slowly. “I don’t think I’ve ever came so hard in my life!” His legs still wobbling, he collapsed onto the bed, the other’s following in term.

The mares on the other hand seemed more than eager for some more action. Lemon Zest and Sugar Coat were licking their lips, savoring the full flavor of their master’s essence. Sour Sweet seemed to be holding a devilish grin knowing that her naughty mouth had such a massive effect on a stallion.

“Well done girls… you’ve completed the first lesson with higher marks than I could have hoped. However, don’t think we are quite done yet. Not by a long shot I’m afraid,” Cadence spoke slightly exhausted herself but pleased that the five mares were giggling in impish glee from her words, no longer holding any trepidation to what she had in store for them.

“Let’s give the guys a moment to recover, shall we? I think we can all agree they’ve earned a bit of a break. Plussss we have a little order of business to attend to first, just to make everything official,” Cadence said. With that, her horn glowed with magic as a set of four stolen changeling sex slave collars levitated into the tent. As Cadence threw one into the hands of each stallion present in the room, she couldn’t help but bite her lip in regret knowing that Sunny Flare had already experienced the joy of being collared.

“Well you all knew you would have to put these babies on sooner or later, girls,” Cadence said, as the four stallions rose back to their tired feet, standing above their mares. “Only difference now is that it’ll mean something more than a just mere disguise…” The mares nodded, allowing the men access to their necks.

Like music to Cadence’s ears, the familiar sound of four collars being permanently attached around the necks of a group of willing mares was more than enough to bring her cock back up to full mast.

“Fuck yeah!” Lemon Zest said happily, feeling the smooth material of the collar as it bent and molded itself to form an extra comfortable fit around her neck. Sunny Flare couldn’t help but feel like she was missing out a tad.

“How does yours feel Indigo?” Sour Sweet curiously asked her friend.

“It feels kinda odd,” Indigo Zap remarked. “Not the collar though, it feels great. I don’t think I would ever want to take it off. It’s just… weird how erotic this all feels…”

“Yes, I remember that sensation when I first experienced our changeling friends,” Cadence chimed in.

“You…you have?” Sugarcoat asked.

“Indeed, you see it is simply our true nature. As the princess of The Crystal Empire and an alicorn at that, I’ve spent so much of my time being the mare in charge that I almost forgot what it would be like to feel weak and helpless. Powerless to another pony’s desires. But… on that fateful day when those changeling spies drugged and bound my guards along with my husband, I felt those same emotions rush back in full force as they tore away my clothes and proceeded to have their way with me. I wanted to believe that I played the victim we all feel like we should be in that situation, but in truth… I loved every second of it. I ignored the voice in my head that said I should abhor these degrading acts as they violated my holes, and in turn, I found it to be one of the most pleasurable experiences in my life, far beyond the tame acts my husband was willing to try with me. Heh, although don’t think that means I made it easy on them. They had to plow my holes the entire night to earn the right of keeping me and my female attendants.”

The five school mares could help but exchange glances. They all equally felt a tad frightened by Cadence’s tale, but even more so was their feelings of arousal, almost as if their bodies wanted to confirm everything the princess was saying.

“But enough about my past, back to the training at hand!” Cadence continued, changing the subject. “In a few moments our colt friends and I are going to plow those tight little cunts of yours into oblivion. Which will hopefully end in a delectable cream pie, and five soon to be mothers. If you all have truly accepted your place as their slaves when you accepted those collars, you will have neither the right, nor the will to stop them.”

The mares turned around. Sure enough, there were five bobbing cocks in the tent, each with one with their names on it. Fancy Pants was licking his lips with pure lust as he gazed at the sight of his new collared earth pony slave, which had easily returned his shaft to a full mast. Having his cock blown by a beautiful mare was one thing, but knowing that he owned her as his property and could do anything with her body was almost more than he could bear.

Gripping Sugarcoat around the collar, Fancy Pants quickly guided the crawling mare to a nearby cot. As if instinctively, the mare placed her arms onto the bed, pushing herself and her cute little rump into the air, giving it a slight wiggle to her master who stood behind.

“Frisky as ever, aren’t we my girl?” Fancy Pant said with a cocky grin to which Sugarcoat responded with a flirtatious giggle. “I must say, I do love this new side of you that you have decided to show, dear. I simply can’t say no to a mare who asks so nicely…” With that, Fancy Pants wasted no time thrusting his still lubricated cock into the mare’s quivering pink passage. Sugarcoat released a high pitched scream as her insides were invaded thick fuck rod, anything close to a conscious thought was soon erased from her pleasure-overloaded mind.

Lemon Zest was trembling as she lay on the ground, her flexible legs pulled back so that her knees were almost pressed against her chest, allowing her owner full access to her most sacred of places. Neon Lights was there, gently inserting the last few inches of his throbbing member into his new prize. Lemon Zest trembled, she could feel every bump, vein, and ridge as it pressed against her sensitive walls. Neon held himself there for the time being, savoring the moment and allowing the mare to adjust to his length.

“Holy fuck….” Neon Lights groaned. “I knew you were going to be tight but damn! How often do you masturbate Lemon Zest?”

“Twice a day, sometimes three…” The mare answered unashamed. “Usually thinking about you…” she added with a coy wink.

Neon Lights couldn’t help but snicker at her response. “Well, I think it’s safe to safe you won’t be relying on your fingers ever again!” With that, the stallion abruptly withdrew and slammed his member back home into her snug entrance. The mare released her own series of cute moans as Neon began thrusting away in earnest, dead set on claiming her womb for their offspring. The undeniable sound of flesh colliding with flesh could be heard across the room.

“Doggy style suites you pretty well… wouldn’t you agree, slut?” Jet Set said with a sly grin to Indigo Zap. The pegasus didn’t respond, to focused on retaining a functioning mind amidst the endless stream of pleasurable sensations steming from the stallion’s hard thrusts. Leaning over, Jet Set grabbed the wildly swinging tits of the mare, roughly pinching her new extra sensitive nipples.

“N-no fair!” The pegasus gasped, her nether walls clamping down tightly on the merciless stallion’s cock in response to the rough treatment, only encouraging further abuse on her newly enlarged bosom.

“Ohhhhh fuck, that’s the stuff…” Jet Set groaned happily as he continued assaulting the insides of his newest piece of property. “I knew you would be a tight fit Indigo.”

“Ahhhhhhh!!” Sunny Flare moaned, tightly gripping the pillow she held to her chest as Cadence pounded her girthy meat stick into her slick passage relentlessly.

“I figured you would make a nice obedient slut the moment I saw you, pet,” Cadence snorted down to mare beneath her. “Mmmm, all of you high and mighty students, converted into nothing more than our cock-sleeves with such little persuasion. Even now I can feel your walls clamping onto my cock, trying to coax me even deeper inside.”

“Ahhhh! Yes Mistress! It’s true!” Sunny Flare managed to yell between moans. “We’re nothing more than your cum-hungry slaves. Ahhhh!! Please fuck us!!! Ravage and impregnate us!!”

Cadence didn’t need the unicorn’s permission. Giving a few hard thrusts before gritting her teeth and holding Sunny Flare’s hips close, her spasming walls drawing out her release. After what seemed like an eternity, rope after rope of stick white fertile cum fired directly into the unicorn, quickly filling her womb beyond capacity. The unicorn’s already pleasure-addled mind quickly triggering another toe curling climax. Her slick folds involuntary doing everything they could to milk every last drop of spunk from the assaulting member.

“Gooooood girl,” Cadence groaned, focusing on empting everything she had into the quivering mare’s velvety walls. “Take my precious gift and get pregnant!”

As a solid minute of pumping the mare full of her nectar, the alicorn’s member released the last of its precious load. Sunny’s limbs collapsed, spent and exhausted.

Feeling her member starting to deflate, Cadence slipped herself out of her newest pet, taking a long moment to savor the sight of the panting mare laying back, a thick river of white flowing out between her legs and pooling beneath her thighs.

Looking around, it was obvious that the remainder of the stallions were finishing up breaking in their mares. Some men, holding perfectly still as their members blasted their largest load yet into the sex-crazed girls. The pleasurable screams were deafening, practically howls, as each mare felt their unprotected wombs filled with their owner’s wonderful cum.

It was a beautiful sight to behold, the stallions had played their part beyond what Cadence could have hoped for. As a reward, they had each obtained a domesticated mare to use as they wished. Any suspicions of the mare’s simply acting had been eradicated. Sugarcoat, for example, quickly rose to her knees after her master pulled out. Hastily engulfing Fancy Pant’s cock into her mouth without having been asked, licking it clean of their combined juices before withdrawing and greedily licking her lips. No… they weren’t acting, they had truly accepted their new station in life.

Cadence was in no rush to resume speaking, seeing as the sight of freshly creampied mares was one of her truest luxuries in life, but there was business to still attend to before anyone passed out. She had briefly considered magically sealing the men’s cum into the mare’s cunts to help insure a successful impregnation, but there was no need. There would be plenty of opportunities later if everything went according to her plans, and by the looks of things, there was no reason for it not to. Pulling a cot to the center of the tent, Cadence levitated Sunny Flare’s limp body into her lap as the alicorn took a seat.

“Well… I don’t know about you,” Cadence begin speaking, drawing everyone’s attention. “But I feel that both the stallions and mares have done a splendid job today. That wasn’t so bad, was it?” Cadence asked patting the head of her unicorn. The girls looked at each other and giggled, shaking their heads. Who knew saving your friends from the changelings would be so much fun!

“Good… now, perhaps it’s about time we got some rest together. Enough of these silly segregated sleeping quarters.” Cadence smiled as she spoke. “Boys… I think it would be best if we all joined our newest additions in the same bunks, wouldn’t you?” The stallions all returned her grins and nodded. “And girls… heh, well I guess you don’t really have much of a say anymore, do you?” The mares gave a silly laugh at the alicorn’s words, another good sign for Cadence.

As each of the couples began to retreat to their shared bunks, Cadence tucking in Sunny Flare before making a final statement. “Make sure you all get plenty of rest, girls! You are going to need it to continue your training into something that can fool a changeling…”

Those words couldn’t help but collectively puzzle the mares. “You mean we aren't ready yet? But… how more into this stuff can we get...?”

Changeling Usurping Nerd Team (Part 3)

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The week at the Changeling Usurping Nerd Term campsite had been interesting to say the least. Well, interesting for all groups of ponies this time. The proceeding day following that fateful night it came as no surprise to anyone that Cadence desired to put the mares through a rigorous training session, undoubtedly full of a non-stop weeks’ worth of sucking, licking, bucking, and cumming. However, what did come as a surprise to Cadence was the fact that the stallions, were rather insistent on handling the majority of the training themselves. And while Cadence initially wanted to disagree, she felt compelled to accept their demands, seeing as she was just a collared slave herself, albeit one who also owned a mare.

As a result, the stallions had control of the girls for the majority of the day, while the princess had Sunny Flare all to herself to groom in her own image. Cadence would only draw the collective group of mares together once or twice a day for a training session. Usually practicing anything from different sexual positions, flexibility, tit jobs, suppressing their gag reflex, or demonstrating proper oral techniques on a male. Though, the men strongly preferred the princess got rid of the magical twitching member between her legs before doing so. For whatever reason...

As for the mares themselves, their time alone with their individual masters tended to be the most enjoyable segments of their days. Lemon Zest had it down to a science. Her mornings usually consisted of waking up in Neon Light’s arms. Being carefully not to wake him as she slipped her head below the blankets and tended to his always preset morning wood. Waking him in such a manner guaranteed he would be in a good mood for the rest of the day, a rather odd sensation she had grown to love recently. She thought it might be what Cadence described as taking pleasure in their master’s happiness. So she made sure to give her patented 100% effort to see the same results in all aspects of their naughty life. Learning Neon Light’s kinks and turn-offs, how she could properly use every part of her body to drive him wild, even learning to perform anal with him, something she had adamantly believed she would never, in a thousand years try it.

It also came to no surprise to the mares of the camp when Cadence’s spell confirmed their pregnancy one by one. The alicorn treated this as a momentous event due for celebration. High-fives were tossed around by the men as the women congratulated the lucky lady. And like most other nightly events at camp, soon lead to five passed out mares lying in a heap together with rivers of white flowing out of various orifices as their owners carried them off to bed. Everyone seemed to be in agreement that these pleasure packed days would easily be the most memorable parts of their lives. As their training continued, some of them even forgot why they were even doing this all in the first place. There was a mission to complete, of course, and the day the mares would be ready was fast approaching…

~~~~~~~~~ ~~~ ~~~~~~~~~

A hand pushed against Jet Set’s shoulder, attempting to rouse the sleeping stallion from his slumber.

“Mgrlyprrfff,” Jet Set groaned sleepily, rotating in his cot in an attempt to ignore whoever was touching him. Whatever it happened to be, the hand persisted its pressing on his sides, finally awakening the slumbering unicorn. Slowly peeling open his eyes, he focused in on what stood perched above him. Slowly flapping her wings to hover above him was his pet, Indigo Zap, naked as the day she was born, but that had become more normal for the camp. The girls hadn’t desired to wear a single shred of clothing to cover themselves since the night they had been placed under ownership of the stallions. More noticeable however, was the coiled up leash the pegasus held in her grinning mouth.

“Uhhhh, Indigo… I don’t… wha…huh…. the sun is barely even up! It’s way too early to take you on a walk!” Jet Set huffed. Disappointedly, the pegasus dropped the leash from her mouth, her face now the image of pure misery as she ceased her flying and begin sauntering away.

“Uggggg, Fine!” Jet Set exclaimed, but not too loudly as to awaken the other happily sleeping couples in the tent. Lucky bastards. Indigo Zap’s expression reversed on itself, her wings flapping almost unable to contain her glee. Slowly rising from their cot, Jet Set, only adored in his simple pants, reluctantly levitated the leash over to his grip.

“Sometimes I wonder who is really in control of who…” The unicorn grumbled, pulling the naked flying pegasus to the ground. Pushing her hair aside, he carefully attached the leash to the loop around the back of the slave collar Indigo wore with a click. No sooner than it took Jet Set to give a few quick tugs to insure the leash was secure did Indigo Zap take off, pulling the unicorn with her.

“Whoa! Slow down girl! No flying!” Jet Set laughed. Indigo stopped in place, obediently dropping to the ground and resuming her trip away from camp on foot.

“You’re lucky we’re in the forest, Indigo,” Jet Set said with a smile, catching up to the pegasus, patting her rump. “Otherwise I’d have that ass of yours crawling everywhere we went…” The Pegasus shuddered in response to her owner’s words.

“Believe me, master,” Indigo cooed. “I’d much rather be crawling,” she said turning his way and winking.

Jet Set couldn’t help but stare at her in wonder of how far she had come. Before this whole changeling invasion ordeal she was more of a loose cannon. A pegasus who played by her own rules. If someone had told her that she would be a submissive cum-hungry sex slave to a stallion a while ago, that same someone would have never been seen or heard from again. And yet… here she was, happily being led by a leash attached to a slave collar she could never take off. Jet Set was thanking Celestia every night for his luck.

It took no small amount of restraint on his behalf. Having a beautiful mare like her offering herself to him every day. It would have been easy to just give into temptation and fuck her silly at the first sign of his hard on, but he knew he should save his sperm when it really mattered.

Cadence’s teaching, limited as they may be, had been taxing but rewarding on the girls. She described them as a loose ball of sexual energy that needed to be trained, like any pet, before it was prize winning material. For the stallions however, it wasn’t much work. Unless you considered resisting the urge to jack yourself off while watching their sessions as work. Then it was a ton of work. The mares would have found that extremely offensive, at least for the right reasons this time though. Self-pleasure was considered taboo, seeing as it should be left to a pony’s partner and not one’s own hands.

The pair continued to hike away from camp as Jet Set thoughts continued to wander. He knew the girls would be ready to infiltrate the changeling hive soon, but part of him couldn’t help but worry about another aspect.

“Indigo?” Jet Set asked suddenly.

“Yes master?” The pegasus replied, not breaking her walk.

“Why are you doing this?”

“Um, whatever do you mean?

“I mean, are you and the girls doing these things with us because Cadence told you it would help save our friends, or is it because you really want to?”

Indigo Zap pondered her owner’s question for a moment, considering how to phrase her words carefully. “I would be lying if I said it wasn’t because Cadence requested it of us that night. You know that silly. But….” Jet Set leaned in, desperate to hear her answer.

“I’ve really come to enjoy the things we do together,” Indigo said, adding air quotes while she emphasized the word ‘things’ and lustfully giggling. It’s just everything we do together, it drives my mind crazy! It feels more amazing than what flying, or my fingers, could ever give me! And you know…. I’ve had sex before, like duh, but this… this is miles ahead of that. I don’t plan on stopping anytime soon, now or after we rescue our friends from the changelings,” she finished with a smile, turning and giving the unicorn a quick kiss on the cheek. Quickly remembering her place she added, “Ummm, you know, if that’s ok with you, master.”

Jet Set could only grin in response. A perfect answer.

Finally the couple had reached their destination. A clearing on the path, overlooking a valley which held the recently risen sun above the horizon. Jet Set admired the view as he found his seat on a boulder. Indigo Zap quickly taking her place on her knees seated on the ground beneath him.

For some reason, Jet Set wasn’t having any of that. Pulling on her leash, the stallion pulled the mare up so that she was seated beside him, before promptly slinging his arm around her shoulder and pulling her in close.

“Whoa… forgot you like me up here, master,” Indigo said. “I keep on thinking where Cadence says we should be… below our owners.”

“Uh huh, and Cadence also said to make your master happy, no matter the costs. And your master says he wants you up here.” Jet Set said with a grin. The pegasus simply smiled and leaned into his side as they enjoyed the sunrise together.

“You knowwww, I was the last mare in our little group that Cadence confirmed to be pregnant last night…”

“Oh? Is being last something to be proud of now?”

“Well no… but I think I’m entitled to a bit more of a reward from a certain soon to be father, don’t you?” Indigo said with a lustful grin, sliding down and around between the stallion’s legs. Placing her hands on his thighs, she began loosening the simple knot that held Jet Set’s pants around his waist with her mouth, biting to pull them down. Her familiar friend popping out from its confines to greet her smiling face.

“Heh, well I can’t argue with that logic, missy,” Jet Set said as he leaned back and relaxed further. “Besides, the princess said all of you mares should get at least three helpings of cum a day down those throats of yours.”

Indigo Zaps express changed to one of pure feigned innocence. “Oh my… well, if we really have to.” Without wasting another moment, Indigo lowered her jaw, swallowing the length of her owner down.

Jet Set felt an electric pulse shoot up his spine as soon as the mare’s wet tongue made contact with cock. She started by running her tongue along the head of his member before making a wet descent along the smooth underside of his cock, her tongue leaving a slight trail of saliva as it made its way down the head to his balls. Not one to disappoint, she then tenderly sucked one of his hanging orbs into her mouth, bring a rather audible groan from her master.

“Fuckkkk, I forgot how good you’ve gotten at this, babe.” Jet Set grunted. The stallion tossed his head back as the mare responded by swallowing the remainder of his length down to its base in one smooth effort. Her tongue snaked out, coiling around the lower side of his cock.

Cock still lodged deep within her throat, Indigo looked up to meet his gaze, smiling lustfully as she watched her owner tremble as a direct result of her efforts. Resuming her efforts she began to bob her head up and down, the unicorn’s cock sliding smoothly in and out of her mouth and down her throat.

After several long minutes of expertly sucking her stallion’s hard cock, Indigo felt the dick within her mouth begin to twitch wildly. Her master tightly gripping the hair on the back of her head was a warning she didn’t even need to know what was coming.

Jet Set felt a potentially explosive climax about to crash down in his groin. Indigo wasn’t relenting, her head pistoning wildly up and down on him. He couldn’t take any more of it. Jet Set cried out as the pegasus’s mouth clamp down on his base, forming a vacuum seal on his cock as he exploded. A frothy stream of cum rushed up his shaft.

Indigo moaned in pleasure around his cock, sucking even more intensively as she felt her owner’s precious gift splash down in thick ropes and down her throat. Breathing through her nose and swallowed the enormous load down in gulps, desperately not wanting to waste a single drop.

Finally, Jet Set’s member stopped twitching and releasing it’s gooey nectar into his slave’s mouth. Only then did the Pegasus release her mouth’s air tight seal on his groan. Withdrawing back, Indigo made sure to leave her mouth wide open, showcasing the last large amount of her owner’s cum resting in her mouth. She knew he loved this.

“Goooood girl!” Jet Set with an exhausted lusty smile. “Swallow it all down now. It’s good for you after all.” He said, rubbing the back of her head lovingly as is to coax it down. His mare obediently complied, sealing her mouth shut and swallowing the payload whole. She felt the warmth traveling down her throat, joining the rest as it pooled in her stomach, sending a pleasurable tingling sensation throughout her body.

“Mmmmmm, yummy!” Indigo Zap said with a devilish grin. “Thank you for your gift, master.”

“Celestia above… how did I get so lucky to get a mare like you?” Jet Set exclaimed.

“Keep talking, master,” Indigo giggled leaning back in for some clean-up licks on her stallion’s length. “I’m the lucky one here.” Finally satisfied, Indigo pulled the pants back up Jet Set’s legs, retying the knot at his hips. With that done, she resumed her spot at her master’s arm.

“You’ve been such a well behaved mare lately…” Jet Set began, turning to the Pegasus with a naughty raised eyebrow. “I think you deserve that extra special treat you love soooo much.”

“You don’t mean….” Indigo Zap didn’t even get to finish her sentence before her entire body was picked up by her stallion’s magic. The mare’s form was easily held up to Jet Set’s head level, making sure to part her legs wide open. The unicorn licked his lips as he prepared his tongue to deal one hell of a lashing to his pet. He took much added pleasure seeing the pegasus’s entire body trembling in anticipation.

“Let’s see if we can’t get those cute little screams of yours to wake those lazy bums back at camp…”

~~~~~~~~~ ~~~ ~~~~~~~~~

“Well now… so nice of you to finally decide to join us, Ms. Zap,” Cadence said with a stern expression as Indigo Zap and Jet Set rushed back into camp. The entire rest of the camp was gathered around the fire pit.

“S-sor—sorry, mistress Cadence,” The Pegasus huffed as hurried into the mix, taking her spot on her knees next to her female classmates. It was obvious by her flustered face what had been going on, but no one deemed it necessary to bring it up. Jet Set walked over to where the over stallions stood above their mares, seemingly invisible to the alicorn’s glares.

“*Ahem*, Now that you’re finally here, Indigo, I think it’s high time you learned of the good news I was just discussing with the others. Despite your obvious tardiness, I believe each of you girls are ready. You’ve all performed wonderful in all aspects of your training. There is little doubt in my mind any changeling in the hive will be able to distinguish you girls apart from their other captives…”

The nude girls cheered and celebrated as Indigo breathed a sigh of relief.

“After all this… we’re finally about to dive into the belly of the beast,” She thought to herself. “I just hope to Celestia her plan works…”

“But Ms. Cadence,” Sour Sweet said, “What are we going to do mares who are freed from the changeling’s mind control controlling spell?”

Cadence froze in place. “W-Well, isn’t it obvious, girls?” She said nervously. The girls shook their heads. “We would… free them from the changeling’s grasp…. then…. ah yes, have our lovely gentlecolts here tend to whatever residual effects remain on their minds! The new mares will need to be placed under their responsibility after all…”

“P-Princess, surely you can’t be serious!” Fancy Pants stuttered.

“We’re talking about dozens and dozens of new girls entering the camp!” Neon Lights exclaimed. “Lemon Zest’s training alone almost makes my ‘little friend’, as she puts it, feel like it’s about to fall off most of the time!”

“Welllll, all the more reason for you fine stallions to rest up now and save that lovely baby batter for a new helpless slut that needs it, hmmm?” Cadence said feigning an innocent expression. “So off with you boys for now!” The princess declared, shooing them away with her hands. “I must prepare our five pregnant little slaves here for their mission into the changeling stronghold…”

~~~~~~~~~ ~~~ ~~~~~~~~~

“Deep breaths, Sunny Flare, deep breaths…” Sunny Flare thought to herself as she once again walked the changeling and mare filled halls of the hive. Changeling and leashed mare couples passed her by, paying her no mind. “Changelings are creatures who commonly use spies to infiltrate their prey’s homes before striking… it’s only fair that they have a few spies of our own among them now…”

It was odd, Cadence had issued them all into five different parts of the hive, but hadn’t specified who, or what would be there. But Sunny Flare had no reason to doubt the princess’s leadership! Her plan to train them was working perfectly! Not a single changeling was batting her a shifty eye.

“Remember Sunny! You’re a slut. You’re a whore. You’re no different than any other mare here!” She repeated in her head over and over as if it would help repeal any potential changeling suspicions.

The unicorn walked by a changeling with three mares that he seemed to have owned. She seemed to be just in the nick of time as the changeling jerking himself off only to promptly fire an ungodly amount of cum onto the three mares below him. The girls happily squealed as their entire upper bodies were sprayed, coating them in the thick substance. Only after the stream of jizz came to a stop did the group of mares tackle each other, tongues busy at work licking every inch and crevice the cum had landed on their fellow slave’s bodies. The changeling just grinned as he dropped down, thrust his still erect cock into the nearest hole he could find.

Last time Sunny Flare was here, similar acts had disgusted her to no end. But now, it just seemed kind of… nice.

“No distractions, Sunny!” The unicorn thought, walking swiftly past them. “I need to reach my destination, which should be…. right ….around…. here!”

“What the….” Sunny Flare had to cover her mouth to prevent herself from gasping upon arriving at the spacey room Cadence had sent her to. It looked as if it were some sort of…. sex dungeon! Straight from the seediest adult stores of Canterlot! All throughout the room there were various chairs, bars, and tables fit perfectly for a mare’s shape. On each of them, plenty of straps and rope could be seen, obviously meant for binding every limb a pony had to prevent any sort of movement whatsoever. Hanging from hooks lining the walls were an endless array of toys. Anything from ball gags, vibrators, whips, blindfolds, shackles, even inhibitor rings, all lined and ready for use in all shapes and sizes.

Just as the mare was about to start backing herself out of this room, a soft pair of hands were placed themselves on Sunny’s shoulders from behind, causing her to practically jump out of her skin. Turning around, the unicorn was meet by the friendly sight of a blue earth mare she had never seen before, trailed behind with a leash by a changeling she could only assume was this mare’s owner.

“Beautiful, isn’t it?” The earth pony spoke to her warmly.

“Yes… yes it is…” Sunny Flare replied, half nervously.

“I absolutely love it when my master brings me here to play. Being strapped down to these tables… mmmmm… it just helps remind me that I have no power…. that my master is everything.” The pony said, squeezing Sunny’s shoulders, rather hard. “Say… you aren’t new here, are you? Where is your owner?”

“He is… busy! Tending to my sister’s needs. She just got here and my master wanted to ensure he was the one who got to impregnate her…” Sunny Flare lied through her teeth.

“Oh you poor thing… hmmm, tell you what. You can share my master for today!” The friendly earth pony beamed, pointing to the unicorn for her master to see. The changeling drone grinned and nodded.

“Are-are you sure?” Sunny Flare asked nervously.

“Of course dear! He has more than enough steam inside him to please both of us!”

“Well Cadence did say to do whatever it took to blend in….” was the last thought the unicorn was able to get out before her entire body was picked up and quickly hovered over to one of the tables, limbs magically tied down as soon as they made contact was the surface with unnatural efficiency. The unicorn briefly struggled against the restraints, but they didn’t budge. She was utterly trapped here. At the mercy of this random drone’s desires. The earth mare casually walked up to, bending so that her gargantuan breasts hung down over Sunny Flare’s face as the pony fastened an inhibitor ring around her horn, followed by locking a ball gag in her mouth.

“You’re going to love this hun. First time with my master here… I nearly lost my mind….”

~~~~~~~~~ ~~~ ~~~~~~~~~

“Ohhhhhh fuck me!” Sugarcoat moaned to the drone thrusting into her soaking cunt from behind. Any further comments or requests the earth pony could have made were soon cut off as another drone shoved his member down her throat. Sugar Coat wasted no time, quickly running her tongue along the underside of her new friend as she started to suck his thrusting length.

A large surrounding group of mares cheered excitedly at this new mystery mare as she continued her split roasting. This mare had shown up out of nowhere and seemingly had the stamina of a steam train! She was on her 4th lover so far, and showed no signs of stopping after each drone pumped their loads deep into her! Any other mare surely would have been knocked unconscious from a pure pleasure overload.

“There’s something missing…” Sugarcoat thought to herself as her body was continuously fucked two ways, noting she was in full control of her mental faculties. “It feels great, but…. not as good as when Fancy Pants does it… Well, guess I’ll just keep blending in then…”

The changeling thrusting in from behind her released a satisfying hiss as he emptied his load into the mare’s already jam packed womb, the excess flowing out and down her thighs. The drone was quickly pushed away by another changeling, confident that he would be the one to finally tame this mare. Only time would tell how wrong he was.

~~~~~~~~~ ~~~ ~~~~~~~~~

Sunny Flare screamed into her gag, her cries reduce to nothing more than muffled moans through the ball gag locked in her mouth. The earth pony watching her simply giggled as she watched the helpless unicorn thrash against her binds as she reached over and pinched the mare’s erect nipple.

Sunny Flare could see nothing. The only over whelming sensation she would perceive was the tidal waves of pleasure crashing down between her legs. Something thick, long, and veiny was repeatedly forcing its way inside her soaked pussy. Unrelenting and unforgiving. She was helpless against stopping this changeling’s assault, powerless to prevent the incoming creampie that would pump into her womb at any moment now… she just didn’t know when.

As Sunny Flare’s very mind fought it’s hardest to remain sane, it dawned on her, even past her lust-clouded mind. This whole charade was no longer for simply blending in. She wanted this to continue. She was a slut, she was a whore, she belonged here.

~~~~~~~~~ ~~~ ~~~~~~~~~

Jet Set’s head collided with his pillow as he collapsed onto his cot. Snuggling deeply into its soft feel he whispered softly, “Mmmm, I’ve missed you my old stuffed friend. Did you miss me? Shhhh, Shhhhh, you don’t need to answer. I know you did…”

The other three stallions seemed to have a similar reaction as they fell onto this beds, needing no encouragement to follow Cadence’s advice to rest up before this new group of mares were rescued and brought back.

“Can you believe fellow gentlecolts?” Fancy Pants huffed. “Our manhoods aren’t going to be out of the woods anytime soon. Literally, I guess.”

“Even more girls to have sex with…” Royal Pin added. “It’s kind of hard to imagine even more of our female classmates acting like that. Not that I don’t mind that is…”

“I’m so nervouscited!” Neon Lights exclaimed. “Nervous because I don’t know if I’ll be able to satisfy that many mares but excited to try on my classmates! Dibs on Fleur Dis Lee!” He chuckled as he felt Fancy Pant’s glare cut him down from across the tent.

“Heh, you’re all a bunch of horny bastards,” Jet Set chuckled as he attempted to settle down and let his mind drift into Luna’s sweet embrace.

“I’m afraid there’s been a change of plans, stallions…”

The four men bolted upright instantly upon hearing this new mysterious voice. Was someone there? Who was that?

There, standing at the entrance to their tent was none other than Queen Chrysalis, grinning ear to ear as Princess Cadence stood happily leaning onto the changeling’s side posed as some sort of trophy wife. It didn’t take a genius to figure out what was going on….

“You changeling bitch!” Neon Lights shouted. “You’ve taken control of our princess’s mind again!”

Okay… maybe it did take a genius to figure out what was going on.

“Ugggg, seriously with the mind control…” Chrysalis scowled, rolling her eyes. “Don’t you silly ponies think if we had the ability to control so many ponies so easily we would have done so at this little cunt’s wedding?” Chrysalis asked, groping Cadence’s ass.

“Oooo!” Cadence responded in surprise. “I’ve missed that so much, mistress…”

The realization dawning on the four faces of the stallions was priceless.

“That’s right, boys,” Chrysalis cackled. “I’m sorry to say you’ve been played from the very start. Surely you saw this coming? The mares of my hive stay there, not through force, not through controlling their minds, but because they want to! It’s as simple as that...”

The stallions turned to one another, not knowing what to do or say in response to this absurd claim. They wanted to say there was no way that could be true, but a bell of truth rung in the queen’s words, and the stallion’s knew it knowing everything they had experienced over the past week with their mares.

“Now then… I hope you boys have said your goodbyes to your gender,” Chrysalis said with a devilish grin as her horn began to power up. “Because I’m afraid you are going to be—“ Suddenly, the pink alicorn by her side leaned up and whispered something unheard into the changeling’s ear.

“pst pst pst”

The changeling queen stopped her spell in its tracks. “Really now?” Was all she said.

“pst pst pst”

“All of them helped train the mares this time? It wasn’t just you?”

“pst pst pst”

“Have treated and fucked them as well as any changeling would do with their slaves?”

“pst pst pst”

“Really? They even did that? Where in the world would they even find a ladder out here?”

“pst pst pst”

“I see…… well now…. this changes everything…” Chrysalis said as Cadence withdrew from her ear, smiling proudly at the four men. The changeling’s eyes darted back and forth across the tent, checking over the stallions with hard eyes.

“Another change of plans, boys,” Chrysalis spoke, now grinning again. “You will not be turned to the female gender, but rather join me and my lovely slave here in the hive, as the men you are. You’ll be given your own private quarters and I’ll inform my men to return your pets to its location. After they’ve had their fun with them that is…”

The four stallion’s jaws gaped open as if they had just won the Equestrian lottery. They were even more confused about the whole situation now! What in the wide world of Equestria was going on?! Before any of them could question the queen on her complete reversal of intentions, the queen’s horned glowed green, teleporting the four men away to her home, leaving nothing but dust behind.

“Never thought I would see the day…” Chrysalis mumbled. Turning to Cadence she spoke, “Come slut! You and that lovely ass of yours have much to make up for during your vacation!” Cadence giggled as her waist was grabbed, Chrysalis teleporting them away as well, leaving the camp deathly still…

~~~~~~~~~ ~~~ ~~~~~~~~~

“Huh… well this seems kinda nice, I guess…” Neon Lights commented, observing their apparent new home located in the depths of the hive that had been reserved for them. It appeared to be a spherical shaped room, it along with the door, appeared to have been carved directly from the sub-terrain rock itself. A round hip-high cushioned table sat directly in the center of the room, surrounded by a large half circle couch that wrapped around it. Neon Lights could have sworn he saw a Quills & Sofa price tag still hanging off the side.

“It’s a lot less…hostile than I imagined it might be,” Royal Pin added, kicking the assortment of colorful pillows that littered the room. He could still hear a steady stream of lustful screams and moaning coming from down the tunnel, but he had given up being curious why quite a while ago.

“I say, do any of you fine ponies find this whole set-up a tad odd?” Fancy Pants asked the room. It was more than obvious this would take some getting used to.

“It’s not nearly as odd as this!” Sugarcoat interjected, entering the room along with Sour Sweet, Indigo Zap, and Lemon Zest. Sunny Flare and Cadence however, remained nowhere to be seen. The three mares rushed up to their respective stallions, wrapping their arms around them in a tight embrace as Sugarcoat handed something to Fancy Pants.

“I’m so glad you’re okay, Zesty!” Neon Lights exclaimed ecstatically, hugging the green music mare. “They didn’t hurt you, did they?”

“Well, um no… not really,” She replied, looking down nervously as she pushed her two index fingers together. “It’s kinda weird. I-I’ll tell you later.”

“……Zesty?” Jet Set asked the stallion, grinning wildly.

“Quiet you,” Neon Lights shot back.

“What’s this?” Fancy Pants asked, grabbing the item Sugarcoat handed him. Unfolding it and examining it closely he continued, “It looks like some sort of pamphlet…”

“Of all the rules us mares are expected to follow while we’re here in the hive,” Sugarcoat added.

“Seriously? That seems a bit far-fetched. Really… who makes a pamphlet for something like this!?” Royal Pin asked.

“Maybe a bookworm with too time on her hands…” Sour Sweet said. “… Well?! Stop hogging it! Let us see!” With that Sour Sweet grabbing it from Fancy Pants’ grasp. Unfurling it, the mare sat her rump down on the cushioned table, as the other three nude mares gathered around her as she read out loud.

“Let’s see… Welcome to your new home in the… yadda yadda yadda… we know you’ll enjoy your stay… blah blah blah… oh here we go! The rules section!” Sour Sweet exclaimed, turning the page. “Huh, didn’t think a place like this would have so many…”

“Mares are prohibited from wearing any sort of clothing or other coverings that can conceal their bodies. Mares must be collared at all times to be permitted stay inside the hive… Well that seems obvious enough! Not like we can take these things off. *Ahem* Anyone who accepts a collar around their necks surrender all rights as a pony and are considered a sex slave and pets for life. Slaves must be obedient and obey any order or command given to them by their owners or other males, sexual or otherwise.”

“Yeah yeah,” Sunny Flare interrupted. “Cadence already taught us all this stuff. Get to something new already!”

“A slave is considered owned by whoever currently holds their offspring inside her womb. When the time comes for them to give birth to said offspring, a female will then be up for prospective ownership from whichever new master that chooses to impregnate her first. A slave’s owner holds primary control over said female, but is also responsible to see to each any every primal desire of their slaves are met.”

“Damn… we’re responsible for that?” Royal Pin couldn’t help but comment. “Why do the guys get it so hard in this thing?”

Ignoring the statement, Sour Sweet read the last rule aloud. “A slave may, however, be traded to over to other masters at their whim. A female’s opinion regarding whoever her owner may be is irrelevant.”

“Irrelevant…?” Jet Set pondered to himself. For some odd reason, that last rule alone just sounded the most wrong… His thoughts were quickly scattered as he felt a slender pair of arms hug around one of his own.

“You wouldn’t trade me away, master… would you?” Indigo Zap asked him, looking up with large eyes as if fearful of her expected response.

“Of course not!” He replied, giving her a loving pat on the head. “Don’t start thinking I’m a changeling now, heheh.”

“I know, I know,” Indigo Zap smiled as she hugged his arm tighter.

“But… how would you feel about the prospect of me owning other mares, in addition to you?” Jet Set asked curiously.

“It doesn’t matter what I think, master,” Indigo Zap replied warmly. “My owner can do whatever he wishes if it pleases him. If you are happy, then I’m happy.

The unicorn squinted his eyes at her. “That’s a changeling answer, Indigo. How do you as a pony actually feel about me owning other mares?”

The Pegasus blinked and withdrew from his arm, obviously taken aback from her owner’s responsible. “I…umm, I hadn’t really thought about it like that…” Indigo Zap said, momentarily confused. That seems exactly what Cadence would have wanted her to say in order to please her master. So why didn’t it work? “I g-guess I would be a tad jealous of sharing others with you… B-but your happiness really is important to me! So, maybe…. one or two extra girls with me? I guess? Since you asked and everything… I know your limits after all,” Indigo said with a warm smile. Her unicorn quickly returned it with a smile of his own.

“Well… I don’t know about you lover boys,” Royal Pin announced to the room, “But I don’t want to stay cooped up here all day…. Or night… whichever one it is. Might as well make the most of whatever… this is.” With that the stallion grabbed one of the many leashes hanging from hooks attached to the stone walls of the room. Sour Sweet happily jumping up and skipping over to him, turning to allow him access to the loop on the back of her collar. “According to the map on this pamphlet there’s some giant hot spring in this mountain. Though, it looks kinda confusing with all the overlapping tunnels and all. Might take us a while to find it. You guys want to come with? Sure as heck beats the camping life.” Clicking the leash into place onto his pet’s collar, the couple made their preparations to leave. Only to notice a large black figure was now blocking the door.

“Mmmmm, not so fast my dears,” Chrysalis spoke suddenly, grinning from ear to ear again. Royal Pin and Sour Sweet quickly backed away from the entrance in perfect unspoken unison. Once again there stood the leader of this whole ordeal. The perpetrator of everything they were fighting to fix. A symbol of pure evil in their minds, but also as naked as they were, though hard to ignore the extra appendage dangling between her legs this time. By the looks of which, it had been recently used. What exactly did she want with them?

“Why don’t you ponies have a seat? Right over there… I believe we are overdue for a little chat, now that you’ll be spending your time in my home that is...”

The stallions exchanged nervous glances with each other briefly before quickly taking their seats on the long couch, their mares joining them at their sides huddled in close. No one dared take their eyes off the Changeling Queen, almost half expecting her to pull some stunt at any moment.

Once Sugarcoats rump was firmly seated in Fancy Pants bare lap, Chrysalis began speaking, approaching the head of the table. “Now… I know we may have gotten off on the wrong foot. What with me almost turning you men into women, and you sending spies into my home to steal one of my most precious pets away. But I was hoping that perhaps… we could put all that behind us. In all honestly, I would very much like it if we could become friends…”

It was the group’s turn to convert their suspicion stares into pure confusion. Not just by the Queen’s request, but by the fact that she actually seemed sincere when she asked! There’s was no tone of subtle mocking or impish glee she would get from making a fool of them. What was the deal with her being so nice lately?

“Y-you want to be friends… with us?” Neon Lights asked finally at the dumbstruck silence pasted. The changeling queen nodded and gave them a friendly smile. This was weird. Really weird. But Neon Lights couldn’t help appreciate the irony of the moment thinking this was now considered odd while the packs of changeling mare couples not even a block away mating like rabbits was more normal. What exactly was the Queen’s angle? If she wanted them gone, she could have easily destroyed them by now, so it couldn’t be that.

“Why…exactly…?”

“While you may not realize it yourselves, but your little group is actually quite special. You mean quite a large deal to me and my men, and more than you might think. Because of this, I would very much appreciate it if we could get along and learn from each other. Before the stallions could pester the Queen with more questions about what exactly she meant, Sugarcoat interjected.

“Where is Sunny Flare!? What have you done to our friend?”

“Oh, that mare?” Chrysalis spoke, turning her gaze to meet hers. “Well, you see… slaves are not permitted to own other slaves here. I think we could both agree that would be a tad silly,” Chrysalis said with a light chuckle. The group simply exchanged awkward glances in response. “Since Cadence has returned back to the hive, rights of that particular piece of property was transferred to me, her owner. I, in turn, gave her away to one of the guardsmen stationed outside my personal quarters with Twilight’s friends. Cadence has grown quite close to the mare and desired her to be kept close. I’m not a heartless ruler after all. You are free to visit her at your leisure. She seemed to be rather enjoying herself late time I saw her…” The four school mares breathed a quick sigh of relief. The men on the other hand didn’t appear quite as convinced.

“Oh, what’s wrong boys? Startled to see the big bad queen of the changelings can actually be nice? Ha!” Chrysalis laughed.

“Well… yeah?” Jet Set said. “After everything we know you’ve done?”

“Me? What about yourselves, dearies?” Chrysalis returned. “You should know I’m not deaf to all the tales of what stallions do to other mares outside of my hive.”

“You mean those mindless heathens roaming Equestria? Raping and physically assaulting any mare that moves?” Fancy Pant snorted, crossing his arms across his chest defensively. “You would do well to note we aren’t, and never were anything like those animals.”

“Oh, I’m well aware. Cadence gave me a full report on your little team, vouching for you gentlecolts. If she hadn’t you wouldn’t have been treated with the regard you have received up until now,” Chrysalis said, still maintaining her happy outlook. “You stallions were the first group we actually encountered that weren’t actually seeking to harm your fellow mares, but actually help them. As for the other stallions however, whether they succumbed to peer pressure or blue balls from their missing mates, there is simply no excuse for their actions.”

“That may be true,” Royal Pin said. “But don’t you hold yourself the least bit responsible yourselves? You did abduct almost all of their lovers.”

“My swarm needs to feed, dear. Had it not been you ponies then it would have been the Zebras, or the Gryphons, or anyone else from the lands beyond. And trust me, we had a perfectly good reason for picking you ponies,” Chrysalis finished, licking her lips lustfully.

“Abducting thousands upon thousands of girls to feed yourselves with their love… is that how you justify this?!” Jet Set spat at the Changeling Queen. Almost instantly, Chrysalis dropped her friendly demeanor, turning to shoot the unicorn a deathly stare.

“I justify nothing! There is none of your precious moral high ground here!” Chrysalis spat back. Jet Set quickly shrinking back into his seat, regretting his outburst. Calming herself quickly from her momentarily outburst, she continued. “If you were to be attacked by a pack of timber wolves… would you argue with them over ethics or their right to eat you? Mmmm, I didn’t think so.”

“But if your group is so hard pressed at hating the ‘villain’ here, you should be aware of the fact, not us, but you. Oh, and I’m not referring to you stallions now. I’m talking about long before my swarm even crashed my love slut’s little wedding.”

“You see… before all of this, I had practically written off ‘stallions’ as a lost cause. A pack of pathetic excuses for ponies. Not even deserving the pedestal that we hold mares at. Seeing their roving gangs of rape crazy raiders now only reinforced my beliefs in them. Only through gender swapping them over to being female is it finally revealed to them what they should have done all along.”

“What… do you mean, Chrysalis?” Neon Lights asked. “You mean not forcing themselves onto other ponies? I don’t think you would need to turn them female to reinforce that…”

“That is a valuable point, but it was not mine. You see… quite a while ago, I sent my spies out to scout the world of potential feeding subjects. Equestria, the Zebra Nation, the Gryphon Kingdom, even the Yaks to the far north. It was obvious from my reports that Equestria had more love than any land we had every encountered. But we saw something odd about it… something that infuriated my men to no end. In the end changing our cause to not just feed ourselves upon your love, but to help you as well.”

“And what could that have possibly been?” Fancy Pants asked curiously. Helping ones prey seemed like a ridiculous notion.

“I am a firm believer that mares are perfect creatures. They’re smart, beautiful, kind, and submissive by nature. However… your pathetic warped pony society has transformed them into something truly abominable. Something they were never meant to be. Barring them from being as happy as they should truly be! Completely rejecting their submissive and docile nature.”

“Everywhere my spies looked they saw mares. Mares masturbating in bed, mares masturbating at their jobs, doing their chores, in the bath, even some mares choosing to masturbate in the back rows of their classes,” Chrysalis said, casting a glaze over to Lemon Zest. The music pony quickly shifted her eyes from side to side to see if anyone had noticed. “And at such high frequencies it was as if… their bodies were crying out for help. Even though there was usually a stallion playing with himself, not even a stone throw away with a perfectly functioning cock that could have serviced her and lead to a much more pleasurable outcome for the both of them.”

Jet Set gave an audible gulp. He didn’t like where this tale was headed.

“Even by some star-crossed miracle a stallion managed to find his way to a mare’s bedroom, the results were… to say the least, disappointing. Take my little moon-slut Luna, for a prime example. She often sneaked away late at night to fool around with the royal guard. The royal guard. Some of the largest, strongest stallions in all of Equestria. But even they couldn’t satisfy her correctly. Despite knowing she was one of the most powerful ponies in all of Equestria, they couldn’t help but worry that if they fucked her holes to hard, she would break. It was as if she were made of glass. The mare herself might have came, but I like to think her body was doing it as a result of pure pity. Never once did it cross their minds to actually dominate her, or make her into their permanent plaything.”

“All of this! All of this only served to perpetuate the endless cycle, insuring that mares would never evolve into what they’ve always meant to be!” Chrysalis growled, looking rather angry, only serving to cause her entire audience to tremble in fear. They hoped she wasn’t about to take this out of them… They were relieved when she continued in a more calm tone.

“So… my swarm invaded during Cadence’s and Shining Armor’s romantic wedding, seeking to make some serious changes to a land that so desperately needed it. Well… as you are aware, that didn’t turn out so well for us. Of course, I never blamed you ponies for that. The mares had never known a better life, they had no idea they were rejecting a once in a lifetime golden opportunity landing on their front doorstep. Fortunately for them, I was never willing to give up so easily. A quick revision of strategy was all that was needed for another attempt, but at Ponyville. This time, we made sure the mares knew of our true intentions clear from the very start. It was a simple matter after that, their own bodies handed us a complete victory on a silver platter. Oh, it was truly a beautiful sight to behold, girls. One that I wish all of Equestria could have witnessed. Mmmm, mares literally tore away their own clothing, and threw them into the fire. Pouncing on my men’s cocks as if they were their long lost lovers. Afterwards, my swarm’s moral was at an all-time high. But we needed more. You ponies needed more.”

“The elements of harmony were the real threat to us. With them happily in our control, the remainder of Equestria easily fell. Canterlot, Manehattan, The Crystal Empire, Cloudsdale, anywhere we went, there was no shortage of females seeking to throw off their tops and copulate with the so called evil enemy. Most didn’t even hesitant to throw one of these collars around their necks,” Chrysalis said, grinning as she idly rotated a spare changeling sex slave collar in her hands. “A collar that can never be taken off and forever marks them as our property. Heh, what more proof do you need?”

Jet Set was biting his thumbnail now, deep in thought. “Well… the girls did except the collars rather fast when we offered it to them… Ugggg, I hate it when they make convincing points!!! Where’s Tirek when you need him? That was an obvious bad guy who was so easy to hate!”

Chrysalis continued. “So, in the end, my changelings are happy feeding off our new slave’s love, the mares are happy finally having their true desires stated for once, and the stallions are punished for having us do their job. Something they should have been doing since the very beginning. Almost everyone wins.”

“Soooo, you wanted every stallion in Equestria to own a bunch of mare slaves like this?” Neon Lights asked. “Isn’t that a bit extreme?”

“HA! Don’t pretend to be one of those high horse stallions you used to be. You aren’t.” Chrysalis bellowed. “Just look at yourselves! Sure, before all of this you were repulsed by the very idea of owning another mare. Oh dear! You couldn’t even imagine such a ghastly thing! But when the opportunity to own these four lovely mares here presented itself to you, you all agreed so quickly you forget to even pretend to hesitate. And don’t even try to convince me you both aren’t happier now than before your new relationship.”

“Well… she’s kinda got us there…” Neon Lights admitted, Lemon Zest nuzzling into his arm.

“The story would have ended there with a happy ending ever after, but…” Chrysalis said, tone growing more serious. “You stallions came along. You four were the exceptions. Proof against everything I had thought about you males until now. Proof against everything I believed to be fact. That maybe… maybe stallions are capable of treating a mare properly. Training and handling her, even servicing her needs. If so, who knows how many else out there I may have overlooked. After all, a mare can be trained, I see no reason a stallion can’t be as well.”

“However… before I get my hopes up I have to remember that you are the very first stallion slave owners, and you mares are the very first slaves that have been trained by a stallion. So... I am going to need to inspect one of you lovely ladies and make sure you are up to par with our standards.”

Without another word, Indigo Zap’s body was enveloped by a shroud of dark green magic, pulling her from Jet Set’s arm and plopping her flailing body onto the table above.

“You’ll do nicely. Come forward, whore,” Chrysalis ordered. Although nervous, Indigo Zap quickly crawled across the table to where Chrysalis stood waiting, falling back so she sat on her knees as the Changing Queen’s eyes roamed across her body.

“Mmmm, a pegaslut. Very interesting choice for a unicorn…” Chrysalis spoke with a wicked grin. Indigo Zap could see out of the corner of her eye that the queen’s magically member hanging between her legs was slowly beginning to harden.

“Followed a direct order without issue… sitting with excellent posture, back arched forward to better pronounce these wonderful tits…” Indigo Zap couldn’t help but blush and smile at that comment.

“Body in excellent shape,” Chrysalis said running her hands up and down the sides of the pegasus’s body, causing the mare to quiver to the touch. Lowering the mare’s jaw with a finger, Chrysalis peered inside. “And a lovely little mouth, which by the looks of it, is well practiced with pleasing some cocks within in!”

Royal Pin leaned over to Fancy Pants. “How did she even know that?” Fancy Pants just shrugged.

Chrysalis’s magic yanked the thighs of the Pegasus apart slightly, making a path to insert two hooked fingers into her pussy.

“Excellent… completely soaked. Her cunt is practically begging to be used. Like it should, of course…” Pushing the mare so her back fell to the table, Chrysalis pulled her legs off over the end of the table, leaving Indigo’s quivering passage on the edge, perfectly aligned with the queen’s imposing member. Cranking her head up, the Pegasus couldn’t help but notice that the queen’s cock had extended to its full length, now pulsing with anticipation at the prospect of being used.

“May I, Mr. Set?” Chrysalis asked the unicorn as the others watched with their eyes glued. He nodded, fearing what would have happened if he denied her, or the thing between her legs, what they wanted. Indigo Zap on the other hand, made a mental note she would really need to accustom herself to potential lovers asking other people for permission to have sex with her.

Nodding, Chrysalis leaned forward, placing her hands on both sides of Indigo’s hips. The flaring head meet the quivering folds of the pegasus, parting them at an agonizingly slow pace as it pushed its way inside. Indigo squirmed as she felt the foreign intruder slide against her walls. The hands on her hips kept her still.

“Shhhh dear, don’t fight it. Accept it. This is what you were always meant to do,“ Chrysalis cooed in an attempt to comfort the shaking pegasus. The mare gave a weak nod as she steeled her nerves for what was to come.

Chrysalis looked down as she sunk her magically member even deeper into the depths of the girl’s cunt. The sensation of the moist, tight hole was practically delicious on her cock. She could already taste the love beginning to flow from the mare. Inhaling deeply as she took it all in. She was forever thankful extracting love for their slaves wasn’t painful to the girls in the slightest. Couldn’t have their endless supply running out anytime soon, could they?

Digging her hands into the pegasus’s hips she continued pushing, her magically cock sliding inch after inch up into her squeezing hole at an agonizingly slow pace.

Indigo gasped as she felt how thick this changeling’s cock was. It was leagues ahead of the other drone’s she had just recently accepted between her legs. She even felt thick tiny buds along the sides of the shaft the rubbed up against her inner walls. Those same walls instinctively clamping down on the girthy intruder, causing Chrysalis to grunt in pleasure.

The queen had grown impatient now as she ceased with the gentle intrusion and began to really pound into her. Indigo responded with a scream of pleasure as she felt every inch of the massive cock plunge into her. She wiggled her hips, feeling the bumpy veiny cock slid around, rubbing her inner walls, bringing her endless ripples of ecstasy. The hardened athlete seemed fragile in comparison to this monster, however, she was taking everything the queen had to offer like a true slut.

“Ahhhh! Fuck me harder you big-cocked changeling cunt!” Indigo howled, her nails digging deeper into the cushioned table.

Chrysalis wasn’t going to allow her to get away with that comment so easily, as she began to pummel even harder into her tight pussy. She pulled her member out almost entirely before promptly slamming it back in like a battling ram. Indigo screamed and grunted in pain but above all the wonderful pleasure as the queen gripped her hips even tighter, rutting her supine form in full force. The queen’s thrusts almost felt like an animal as they traveled in and out of her. Chrysalis appeared to be sweating, clenching her muscles and hissing, indicating that the mighty queen was swiftly approaching her limits.

As if on cue, Indigo moaned as she felt her impeding climax nearing as well. The changeling queen rubbed against her clit with every deep thrust of her cock, bringing her mind to the brink of collapse.

Finally, she could take the overloading sensations no longer. As the magical cock continued to pound into her, her orgasm exploded. She screamed out loud as pleasure radiated through her loins. Her pussy began squirting juices all over the queen’s cock as it clamped down tightly.

The mare’s natural stimulations were more than enough to finally set the queen off after her. Letting out a throating moan as she barred her teeth, burying her cock as deep as it would go into her womb. Her hanging balls tightened as her potent semen rushed her up shaft and shooting out into the deepest regions of her marehood. Indigo’s eyes shot wide open as she gasped and involuntary jerked her pelvis. Her pussy doing everything it could to milk the thick changeling cum out of the queen by tightening her walls around it. The hot cream filling her up in several spurts sloshing up into her womb and bathing her inner walls. Feeling the passage had been filled beyond capacity, Chrysalis pulled out firing another several strands of hot spunk onto the mare’s pelvis, pussy lips, and asshole.

Finally, the stream of expelling semen came to a halt. Chrysalis collapsed back onto the wall, leaning up against it for support as her knees struggled to keep her standing. Indigo to was panting and sweating as she basked in the after waves of such an intense fuck. Her blue hair was completely disheveled as a tiny bit of drool escaped from her mouth. Their audience however, was still staring at them with a rather dumbfounded look matched with gaping jaws. Some however, were starting to conform into proud smirk. Chrysalis, slightly irritated that the pegasus was conscious, composed herself quickly.

“Well then… you are lucky, slut. Had Cadence not warmed myself up before my arrival here, I will assure you that you would have been out for at least an hour!” Chrysalis scowled. Jet Set rolled his eyes.

“Speaking of Cadence though, little ponies, I feel that I should inform you that if you hold any resentment to the young lady for her betrayal on you, know she will be severally punished.” Approaching the still exhausted pegasus lying on the table, Chrysalis softly rubbed her fingers along the soft belly of the mare, seeming to frown slightly. “Not for her betrayal however, I am quite proud of her for that,” she said with a smirk. “Her punishment would be for failing to retrieve these mares with their wombs vacant for my men!”

Neon Lights gave an audible gulp. Now holding slightly less aggressive feelings to the alicorn princess. Had she not allowed the mare’s to be impregnated by them, they shouldn’t would have been claimed by some random changeling drone by now!

“As for your little group…. I’m happy to say this cunt is one of the finer breeds my hive has to offer. You stallions should feel free to hold your heads high knowing you trained such fine examples of a proper mare.”

The grouped breathed a sigh of relief, save for Indigo Zap who was still panting on the table exhausted and covered in dripping white changeling cum.

“You are all welcome to stay in my home for as long as you like. You stallions will be treated as honored guests and given full rights to match the authority of my drones. So please, feel free to sample whichever mare happens to wander you way,” Chrysalis said with a devilish smile.

“Ummm seriously…?” Royal Pin asked, still confused. “You do realize we were working to overthrow you for weeks on end in the camp, right?” Fancy Pants dealt his face a smack for that question.

“Oh, I am well aware of your activities. In fact… I welcome you to continue on trying!” Chrysalis laughed. “Heh, by all means! Try convincing a group of mares to see if they want to leave, or even take a blade to my throat while I sleep! Ha! Maybe then you’ll finally see… our rule over you ponies is as permanent as these collars,” Chrysalis cackled, flicking the ring of material that rested around Indigo’s neck, yet refusing to move from its spot. Chrysalis withdrew from the room before the men could even respond, her laughing easily heard as she traveled back down the tunnel and away from them.

“So… what do we do now, guys?” Neon Lights asked the group as soon as they were alone. “Can we do anything? Should we even do anything?”

Jet Set pondered the prospect for a long while. “Well….”

Changeling Usurping Nerd Team (Part 4)

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A thick bead of sweat formed on Chrysalis’s brow before flowing down her face and off her chin, pooling between the changeling queen’s voluptuous cleavage.

This was bad, really really bad. She had predicted a rough fist fight with some of her drones, or maybe a case of unwanted sexual assault, all of which could have been easily dealt with and corrected. But this… this was worse than anything should could have foreseen coming. And why should she have? There is no real logical explanation for how or why this could happen!

“Is something wrong, my queen?” Celestia asked, slowly approaching Chrysalis from behind and obediently dropping to her knees.

“Yes… thou has been sitting in that chair, staring at that empty wall for the past twenty minutes,” Luna added, walking over and assuming the same position next to her sister. “Is something the matter?”

“It’s those damn stallions I invited to stay a while ago…” Chrysalis mumbled.

“Oh, them?” Twilight asked cheerfully, now also assuming the same position next to Celestia. “They’re the talk of the hive apparently! They have only been here for three days and seem to be conforming to our new customs rather well! No real incidents either!” She beamed happily.

“It’s their love, pet!” Chrysalis scowled at the purple alicorn. “They’re doing something! I don’t know what… but their fuck sessions with their slaves produces three times as much love as my average drone!”

“Ummmm….” Twilight asked, looking rather confused and worried now. Casting a quick glance over to Celestia and Luna, it seemed they were as perplexed as she was. “Forgive my ignorance, mistress, but isn’t that….. good? That means they are suppling more love than the swarm gives them to keep them healthy and nourished… I mean… more love in the air means more sustenance for your swarm to feed from…”

Chrysalis replied by furiously shooting the purple alicorn a deathly stare, reeking of suppressed anger. Twilight winced and averted her gaze from the bitter queen, shaking to the bone. Celestia was quick to throw her arms around the young alicorn in an attempt to comfort her, glaring at the changeling queen angrily.

“Please mistress! Be gentle with her!” Luna interjected. “She is rather, sensitive… to those she looks up to and admires.”

Chrysalis ignored her, instead turning away from her alicorn slaves, returning her gaze to the stone wall of the personal quarters.

“What is supposed to be so special about them to produce so much love anyway?! They’re just stallions! Their cocks are weaker, they lack changeling levels of stamina, and they aren’t creatures that have perfected the very act of sex itself! What is it!?!”

This time the three alicorns behind her choose not to respond.

“Grrrrr….I’m going for a walk!” Chrysalis growled, rising from her chair and stomping towards the exit to her quarters. “It’s high time I paid those men another visit…”

Chrysalis walked the wide halls of her hive with changeling and various mares alike on both sides in different acts of intense fornication. She paid them no mind as her was mind abuzz as it pondered over every little important detail.

“Of course my slaves wouldn’t understand! Four males producing some extra love in the grand scheme of thousands is nothing… however… it’s the principal of the matter…”

The main concern that was on the tip of her mind was unfortunately one she truly dreaded. Her army of changeling drones… The very creatures that stood with her, grew in power with her, and followed her every ideal to the letter. But more importantly, the last creatures in Equestria that posed any resemblance of a physical threat to her and her rule. It was easy to mistake their dedication to her as ‘loyalty’ from an outsider’s perspective, but in truth they were little more than a group of animals following their alpha. Such concepts were laughable in their eyes.

“If I’ve sensed the extra love emanating from the stallion’s quarters, they surely have too by now… Soon, they’ll start asking questions… talking amongst themselves… bickering like children…”

“Oh! Maybe our great leader isn’t so smart after all? She was wrong about the stallions! Think of how much easier it would have been for us if we came as liberators rather than conquerors! Look how much more power we could have gained if the stallions were by our side! And we wouldn’t have to be wasting all our time searching for the remaining mares out there when we could be busy fucking! The stallions would have handed them all over!” Chrysalis snarled as she imagined her men’s whiny voices and foolish plans disrespecting her behind her very back. Even now she could feel their growling eyes digging into her from behind as she walked through the many tunnels of her hive. The threat was real and growing. “Ungrateful whelps! After everything I’ve done for them…”

It was only a matter a time before her swarm rose up against her in revolt, as it had against the last leader in charge time and time before. A drone’s loyalty was only as strong as how much they believed in what their leader preached. Not to mention how powerful they feel they can become under their rule. And her lusty yet greedy men will more than likely move to insure a path that promised as much power for themselves as possibly when they eventually grew large enough to invade other lands beyond for their love.

Sure she was powerful enough to handle a few of them if they attacked her, but in a gigantic hive full of like-minded drones, ‘a few’ wasn’t in the realm of likeliness. Her men would know they had the power to make a change. They would munity and overthrow her. Most of them probably wouldn’t even care who was in charge after that, just as long as it wasn’t her. As much as she hated to admit it, an old sensation of ‘fear’ flowed back into her, reminding her that despite everything she told herself in the mirror every day, she was not, in fact, invincible.

No… she had to stop this problem before it snowballed into a disaster for her. And the solution wouldn’t be as simple as turning the stallions into mares or banishing them from the hive. Her men would only see that as an act to cover up the damning evidence! She had to discover what these stallions were doing so differently…

~~~~~~~~~ ~~~ ~~~~~~~~~

As Chrysalis approached the private room she had designated as the stallions quarters, the ever so familiar sound of moaning mares became more and more apparent. As she peered inside she was meet with the peculiar sight of the four stallions seated on the couch, cocks lodged deep inside their mares. Their pets were bouncing in their laps as their owners held their arms behind their backs to keep them steady. Glazed looks in each of their eyes making it ever so obvious their minds were being overloaded with pleasure. More surprisingly however, was the fact that the four fucking mares were facing a rather large audience of about a dozen different mares. Some staring in wonder at the action, while others were giggling like drunken school girls who had never seen a cock before.

“Who’s going to cum last?!” Twinkleshine announced, licking her lips lustfully as she stared at the four cock effortlessly pounding away into four dripping cunts. “My bets on Sugarcoat!”

“Forget that, slut! Who’s going to cum the most!?” Raven squealed in excitement. “They said we can do clean-up!”

Obviously Chrysalis wasn’t too happy seeing this with everything she was going through.

“All of you cunts! OUT!” She snarled. The mares jumped in surprise. Upon seeing who was issuing that order they quickly hurried out of the door in a rush, not wanting to disobey a direct order from not only a master, but the queen of the hive as well. That didn’t stop them from groaning in disappointment however.

Stepping in the room, Chrysalis added, “You too, pets! I will speak with your masters, alone.”

Indigo Zap, Sugarcoat, Lemon Zest, and Sugar Sweet all reluctantly removed themselves for their owner’s throbbing members, finding their way out of the room, muttering profusely under their breath.

“Is there something wrong, friend Chrysalis?” Jet Set asked casually, leaning back in the couch to relax, not seemingly bothered at all by the fact the queen had just denied them and their slaves an amazing climax.

Chrysalis scowled at the stallion’s peppy attitude as she prepared a smart remark, but then paused, before attempting to curve her mouth into a friendlier smile.

“Remember Chrysalis… you need them to like you! They still have a secret you need to discover!” She thought. Composing herself, she continued in a nicer tone than should would have normally preferred. “Why would something have to be wrong? Can’t a friend simply pay a visit to see how her four newest additions to her home are settling in?”

“Well you do seem like you’re sweating an awful lot,” Royal Pin noted. “Are you getting some kind of changeling cold or something?”

“Oh… that?” Chrysalis returned, frantically wiping her brow. “No… it’s ummm, nothing, pay it no mind! But thank you for your concerns regarding my wellbeing!”

“You are quite welcome, my friend,” Fancy Pants replied with a smile.

“Well… actually, now that you asked. There is a slight problem. You see… my men and I were chatting and, well…” Chrysalis started, the stallions all leaned in, expecting a tense response. “They… they seemed rather displeased with the tactics you have taken to satisfy your slaves… and you know them, right? Always wanting mares to be fucked the hardest!”

“Really now?” Neon Lights asked curiously. “I thought you said we did just fine last time you were here…”

“Oh yes! I did! S-So this is probably my fault as much as it is yours… a-actually more of my fault! Yes… you stallions had no way of knowing this would happen… mistakes do happen after all.”

The stallions all exchanged glances, shrugging to each other.

“A-And to rectify my error, I am going to make it up to you boys!” Chrysalis said, grinning as she took a spot on the long couch, scooting up to Royal Pin’s side and embracing him with her arm in a friendly hug. “Simply describe to me everything you do regarding proper treatment and care for your pets in detail. And I do mean everything!” Making sure to bat her eyelashes seductively at them. “I will do you the favor and the honor of pointing out any and all short comings in your methods!”

“I gotta say Chrysee… you’re acting rather strangely today... You kinda struck me as more of a… different type when we met. You sure you’re ok?” Royal Pin asked.

The inside of her mind replied with a vicious snarl that somepony would dare refer to her in such a manner, however her smiling mouth replied with “Of course dear, as I said, think nothing of it! Now then… y-you were about to discuss your methods of pleasing a female?”

“I guess we could tell you everything we do with our mares…” Jet Set replied, casually scratching his chin. “But that might be a bit boring for a queen, think we could just show you instead?”

Chrysalis blinked in surprise. “Ummm, e-even better I suppose!” She said with a grin. Her horn glow slightly as she dispelled her magical cock between her legs, her natural cunt appearing in its place. “Hold nothing back on me boys! I want to experience everything!” She cooed, seductively crawling on top of the table in the view of the four stallions, allowing them their first unobstructed view of her bare pussy.

Jet Set started to jump up to meet her on the table, before promptly being stopped by Neon Lights.

“Wait Jet Set, we can’t! We swore off fucking any non-collared slave girls just the other day… remember? Didn’t want to help perpetuate that endless cycle and all…”

“Oh right… that,” Jet Set replied, hopping off the table and snapping his fingers in disappointment. “Well darn! Didn’t seem like it would be that big of a deal back then. Oh well…. Guess we have no choice but to leave this place then if the others aren’t taking too kindly to us…”

“Sad really,” Fancy Pants agreed. “Can’t be helped. Which way was it to the exit, Chrysalis?”

“W-Wait!” Chrysalis exclaimed, louder than she had intended. It was obvious what they wanted. Reluctantly, the changeling queen levitated a spare sex slave collar hanging from the wall over to her grip, before pausing momentarily. It was obvious that these stallions were poorly acting to lead her to this. To think they could deceive the queen of deceitful behavior was laughable at best. But, they were just stallions after all.

“Is this there so called ‘clever plan’? To trick the queen of all the changelings into wearing a sex slave collar like a common mare and fuck her silly!? Do they think this will lead to me being bound by my body’s instincts to follow the rules all slaves must obey? Submitting to the every will and demand of a male? And don’t these fools think the inventor of these collars would have a trick up her sleeve for taking it off! Heh, idiots…”

“Fine… but this better be worth it if I’m going to be wearing one of these things from now on,” Chrysalis said casually, slipping the collar around her neck, the ends once again fusing into their seamless bound. Showcasing her throat, she even gave the collar a few hard tugs to confirm it was, in fact, locked and sealed around her neck.

“Perfect!” Jet Set grinned, as he and the other stallions hopped up onto the table. “Now I see no reason why we can’t have a little fun!”

Tentatively, Chrysalis reached out, grabbing the two nearest cocks and began to stroke them. “This better end up going somewhere, stallions,” she said. Her strokes were slow at first, simply trying to coax them into full hardness. After so much time spent with a magical cock, it was terribly odd for Chrysalis having someone else’s member in her hands for once, much less one belonging to a stallion. However, she wasn’t about to let her rusty skills get in the way of obtaining the information she desired.

Switching to the other two unattended cocks, the changeling turned up the heat, her hands speeding up as they glided up and down the two lucky stallion’s cocks. One of the stallion’s she had released seemed rather displeased, so Chrysalis quickly licked at the tip of his cock before nursing it in her mouth.

“Blasted stallions should be honored I’m letting these things even near my lips!” Chrysalis thought to herself as she focused her efforts on cleaning the stallion’s cock. The sweet taste of the stallion’s mare was easily identifiably as she lapped her tongue away along its length. Still stroking the two cocks she held in her hands, the Queen withdraw her mouth with a gasp, quickly moving her lips over to another.

As Royal Pin was now currently the one stallion in the room not being serviced, he quickly found a more enjoyable use of his time. Moving behind the kneeling changeling queen, and began teasing her nipples, pinching the dark pink nubs in his hands and making Chrysalis moan to his touch. The added vibrations her mouth made felt wonderful to the stallion she was sucking.

Suddenly Royal Pin got a wicked idea. Snaking a hand from her tits to the valley between the queen’s legs where it discovered her already sopping pussy. As Chrysalis let a finger dig up inside her, she felt like she needed more. To her surprise, the stallion somehow knew exactly that, pushing another, then another of his digits into her quivering folds, working them in with skilled precision to worm their way as deep into her cunt as they could reach. Royal Pin’s burly fingers also working to caress her slit, rubbing against the pink button, as Chrysalis’s breathing turned to lusty pants. The stallion continued constantly mashing her breast with occasional pinching of her nipple while the queen was attempting to focus on her stroking and sucking. Chrysalis didn’t want to admit it, but she was actually starting to like this treatment.

“Heh, it’s quite obvious this stallion is trying to please me to the best of his abilities thinking he’ll own another docile slave after this. Well… I’m game for playing along,” Chrysalis thought to herself, a smirk growing on the edge of her lips as the continued sucking away at the cock lodged in her mouth. Just as her peak was about to near from the men’s treatment, they all seemed to abruptly stop, much to the changeling queen’s annoyance.

She was not left irritated for long, however, as the group jerked her body upwards into the air and hoisted her legs. The queen’s body was a light load for their combined strength as Neon Lights slipped above her, presenting his member with a few wags to her mouth. Meanwhile, Jet Set and Royal Pin, took their spots on top and beneath the queen, lining their tips to her front and back holes.

“Oh, so is that what they want? Fine… I just need to remember to--” Chrysalis’s thought was abruptly cut off as her mouth fell open as her body was quite literally dropped onto their cocks, spearing her ass and pussy and in almost one single motion. Chrysalis let out an intense moan, which only prompted Neon Lights above her to plug her mouth with his throbbing member. Jet Set was grinning like a mad pony as he began brutally thrusting into changeling’s sopping cunt. Fancy Pants simply watched in amusement for now as Chrysalis’s body writhed in immense on his friend’s lengths as the trio worked, sliding their lengths in and out of her in tandem. If she could have, her mouth would have contorted into a shocked expression, as her ass and cunt were spread wide by the duel penetration.

“What’s wrong, Chrysee?” Jet Set grunted with a wicked grin as he continued feverishly pounding away at her pussy. “From the way your body is reacting, it’s almost as if you haven’t taken a cock in ages…”

Chrysalis’s mind however, was completely lost in the pleasure as the group of stallions assaulted her long unused holes. She was overly compelled by their cock’s brutality! Almost as if they were working in perfect teamwork to time their thrusts in proper synchronization to drive her mind wild! This had to be their secret to producing so much love for their mares!!

Neon Lights could already feel his peak approaching. Gripping the back of her Chrysalis’s head, he began brutally face fucking the queen’s mouth, making sure to slam his cock in to the hilt, before pulling it out from the depths of her throat. Chrysalis’s muffled cries and screams of pleasure felt amazing on his member. Giving one last powerful thrust, he held her head steady, insuring she couldn’t withdraw as his cock erupted inside her. Stream after stream of warm cum slide down her throat and into her stomach. Chrysalis cooed as she lapped her tongue along the underside of the stallion’s throbbing length, as if trying to coax out every drop she could. She had completely forgotten how much she enjoyed tasting another male’s essence. Unfortunately, the streams of cum soon subsided, as Neon Light’s slowly withdrew.

“Sorry guys, her mouth’s a good one,” The stallion huffed as he retreated and collapsed on the couch.

“Let’s certainly hope so, seems like I’m up!” Fancy Pants smirked as he took Neon Light’s spot, grabbing the queen’s head and shoving his girthy member even deeper into the changeling queen’s mouth. All the while, Jet Set and Royal Pin were busy jostling Chrysalis on their lengths. Once the three had entered into a new rhythm, there was no stopping them. The trio bouncing the queen’s body up and down their cocks like a mere fucktoy. Their experience made the task easy, making sure to raise her body up substantially before forcing her back down on their dicks. The queen’s body began beading with even more sweat now, the heat of her own lust and the warmth of the men’s bodies surrounding her, making the room seem as if it were a veritable sauna. It wasn’t looked before her skin was gleaming in the light, drips of sweat falling off her with every thrust that the stallions gave her.

Chrysalis’s head tried to roll back, the combination of all the stallion’s movements causing her own strength to wane in response to the brutal triple-fucking she was receiving. She would have preferred to scream her pleasure at the top of her lungs, but the stallion in her mouth insisted on keeping his cock lodged completely to the backs of her throat, restricting her air supply, as her mind already struggled to maintain its consciousness.

She didn’t know how long their assault had continued on her pleasure-addled mind, she didn’t even remember feeling herself and her lovers approaching their peaks. She was completely taken by surprise as her orgasm hit, her form shivering in the embrace of the three men. A sudden rush of warm flooded into her cunt as Jet Set released a heavy grunt, cock twitching wildly as he released an enormous load of warm gooey spunk into her, filling her womb to the brim. Chrysalis’s folds convulsed around the stallion’s length as it released a steady flow of her juices. As she continued to cum, both her front and back ends tightened down, squeezing down around the twin lengths. Royal Pin and Fancy Pants too, couldn’t hold off a single second longer both of the stallions hilting themselves inside her and shooting their thick seed into her depths. Royal Pin’s boiling release could be felt by the changeling as it traveled up along her backside. The stallion giving a few more bestial thrusts to ensure he emptied everything he had to give.

As Chrysalis tasted Fancy Pant’s release it was all she could do to try and shallow it all down, else otherwise it seemed like she would drown in a flood of cum if she didn’t. The undulating feeling of her throat muscles pulsing around his length only milked out more of the stallion’s cum, making her shallow more and more of what she coaxed out of his cock.

Chrysalis’s wits were in absolute bliss as she took in every drop of their warm essence she could bear. Her mind though, soon became overburdened and overloaded with the full sensation of the group’s intense simultaneous climax. Coupled with the lack of oxygen stemming from the stallion’s throbbing cock lodged in the back of her throat, her brain quickly surrendered after the long struggle. Chrysalis blacked out as her consciousness faded away…….

~~~~~~~~~ ~~~ ~~~~~~~~~

*poke*

“Is she dead?”

*poke*

“Not dead, Sour Sweet, she’s just passed out… and for quite a while now…… you sure we didn’t break her, Royal?”

“Hey man, she told us to give her everything we got! And you know me, I aim to please…”

Slowly but surely, Chrysalis came to, cracking her eyelids open as the lights of the room flooded in.

“W-Wha happened?” She asked groggily.

“Apparently… Ms. Queen of the Changelings thought it would be a good idea to take our four professional male lovers on all at once, despite having no experience in being fucked as a women for who knows how long!” Sugarcoat snorted.

“I don’t need your pity, mare,” Chrysalis scowled still adjusting her senses as they came back online.

“That wasn’t pity…” Sugarcoat deadpanned.

Rising to the sitting position her surroundings settled into Chrysalis. She had been laying in the center of the table, the stallions along with their pets which had returned were all staring at her, and oddly enough, a large pillow had been placed under her pelvis rather than her head…

“Welcome back to the land of the living, sleepy head!” Lemon Zest cooed, the comment going completely ignored by the changeling queen.

Chrysalis felt her head, groggy as all hell, how long had she been out? Blasted ponies were probably gawking like fools at her prone body the entire time…

Perhaps seeing their dumbstruck faces as she took off this bloody collar might put her back into a good mood. Besides, she had already gotten what she came for, and a little extra as well.

“Well, stallions… I will not deny that was a pleasurable experience…” Chrysalis said, a smirk starting to emerge from the corners of her mouth. “But as Queen, I have no intentions of keeping this silly collar around my neck like a common pony…”

With that, Chrysalis’s horn’s glowed green, a powerful green. It was obvious to the unicorns present in the room that the amount of magic she was gathering for whatever spell she was about to cast far exceeded the limits of a pony’s magical potential…

“You know, Chrysalis… me and my friends here had a lot of fond memories at our camp…” Jet Set started, as he watched her work.

Chrysalis ignored the stallion’s strange random words, focusing on unleashing her spell onto herself. It was only a matter of time now… and….

The spell fizzled.

“What the…”

“In fact… one of my personal favorite memories wasn’t just with our mares, but with my stallion friend here, Neon Lights. We all had quite the laugh that night. Did you know that… on the very first day we actually stole some of these collars from you guys… he actually tried one of them on? Heh, yeah… he’s an idiot.”

“Hey!”

“But what we saw was interesting. The collar just fell right off his neck, harmlessly… refusing to attach itself to him as it had done so easily with all of our mare friends. It was pretty simple to see these collars were only designed and made to be placed around the neck of a female… which makes sense and all, given everything you’ve told us...” Jet Set continued as Chrysalis tried casting her spell again… and again.

Still no effect. She was slowly starting to panic now...

“And then we were all like: Hey wait a minute! Changelings like switching genders of ponies… Do you think maybe if a collared mare was turned into a stallion, the collars would pop off? Well… we thought about it a bit, not really knowing, but figured it wouldn’t really matter if it did in the end, seeing as you changelings are the only ones powerful enough to cast that gender swapping spell and you guys wouldn’t ever want these collars coming off your slave’s necks. Need to keep a mare in her place after all.”

Now Chrysalis’s horn was flashing on and off repeatedly, focusing every drop of magic in her veins to cast her much desired spell! “Why won’t it work! Do it already you fucking spell! What is going on!!?”

“Of course… not being able to cast the spell, and not knowing the details surrounding it are two different things entirely. Ponies have known about that particular spell for ages. I even heard princess Twilight pretended to cast it on her friend to best some magician pony in a magical duel, clever girl…”

That caught the changeling queen’s attention. Ceasing her efforts to cast her futile spell and looking up towards the unicorn with fearful eyes…

“Very interesting concept that gender changing spell is… changing males to females and vice versa. But it’s far from perfect, as great of a spell it is, even it has its restrictions. For example, did you know... it won’t work on a female who is pregnant?”

“Did he just say…….. no… NO!” Chrysalis was in full panic mode now! Red flags firing off in every corner of her brain! She quickly scrambled to her feet, feeling her stomach as if she were expecting some large lump to be there. Finding her wits, she quickly cast a much simpler spell to check herself for pregnancies. But the smirking unicorn in front of her already confirmed her worst fears from the darkest corners of her nightmares… she was pregnant… with a bloody stallion’s child! She had been so determined that she knew their plan and how it would fail, she allowed herself to get distracted in the pleasure! Failing to do something, anything, to stop the stallion from simply shooting his fertile sperm deep inside her vacant womb.

“Oh, would you look at this?” Royal Pin added merrily from the side, his face obstructed as it appeared he had his nose deep in a familiar pamphlet. “It says here a slave is owned by whoever holds their offspring inside their wombs….”

“How interesting, Royal!” Jet Set replied. “And does it mention anything about the slave needing to be a mare?”

“It does not,” Royal Pin answered.

“Fascinating…” Jet Set said. “Love the select choice of words in that pamphlet... and the font, of course. Really enjoyed the classy look of those letters.” The other ponies in the room nodded in agreement over the superb font selection.

“You blubbering FOOLS!!! You-you insignificant half-witted morons!! Is that why you have poisoned me and my womb with your off-spring!?!” Chrysalis snarled, barring her teeth, her eyes red and livid. “Do you confuse me for one of you pathetic ponies!! A mare who is bound by her bodily lusts! I am not one of your kind!”

Although perhaps the most powerful creature in all of Equestria was standing before them, furious with obvious fiery rage, the stallions didn’t seem to have much of a reaction. The mares however, felt it would be best to hide behind the couch for the time being as their master’s crazy plan played out.

“Shesh, we get it Chrysalis.” Neon Lights said. “You’re an all-powerful changeling queen and we are just some lowly stallions. But… I think you’ll find a much more compelling reason to play along with us besides simple lust and desire…”

“A hint, darling,” Fancy Pants said with a smirk of his own. “There are thousands of them in your home. All with bulging muscles and eyes dead set on over throwing you.”

“And what about them, you cretins!” Chrysalis snarled back. “I’ve already discovered the secret to your love producing tactics! Once I relay that information to my men, they will be satisfied and my rule will be secured once again!”

“Of course you would think fucking something harder is the answer,” Jet Set replied with a roll of his eyes. “That would be the changeling’s answer to life itself! Sorry Chrysalis… but it’s a bit more complicated than that…”

Chrysalis froze in her tracks, the delicious picture in her mind of four stallion tombstones sadly fading from her thoughts. “What do you mean?! What could it possibly be that makes you petty males so special over my men!”

“Tsk tsk. In good time, my dear” Fancy Pants replied. “We knew you would probably come here searching for answers, and we agreed that we would show you, we just didn’t specify when…”

Those words stung hard as she comprehended what he meant. The changeling queen suddenly coming to the harsh realization she had been tricked, played like a fool, deceived like an amateur. In fact, she had it worse off than before…

Chrysalis slowly collapsed to her knees… defeated. She had been beaten at her own game. She had discovered nothing from her trip, she was stuck wearing her own sex slave collar, she had a stallion’s child growing inside her, and to top it all off her own drones would surely overthrow her rule any day now. She was not as foolish enough to ignore when she had lost.

“After everything I’ve done for you ponies… sparing you… inviting you into my home… even sharing my mares with you, this… this is how you repay me?!” Chrysalis sobbed, her voice thick of her obvious anger, but yet… now a mixture of sadness and fear.

“Oh come now, Chrysalis!” Jet Set scoffed, suppressing his much wanted desire to ask surely she had seen this coming. “None of that! You can relax! We still have your best interests in mind! You are our friend after all…”

Chrysalis looked up from her dejected knelt position, despite her best efforts to ignore the stallion’s most likely taunting words, hope started to flow back into her. “You… you think I wanted to become pregnant with your child…? To be marked as your slave?”

“Of course not… we aren’t idiots,” Royal Pin said. “You do however, face an imminent problem with your own army wanting a serious change in leadership soon…”

Chrysalis was starting to look up now, but all the while still not liking where this conversation was going. “How… how did you know my men were on the verge of a mutiny?”

“Ummm, have you ever met a mare before, Chrysalis?” Jet Set asked rhetorically. “They like to gossip… I mean, a lot. We’ve made a ton of new mare friends during our stay here so far and it turns out the juiciest bit of gossip they all seemed to share is those heated stares their owners are all seeming to give their benevolent queen before bickering to each other in their own language after you leave their sight… all of which started just shortly after our arrival here… And as surprising as it was, seeing friendly changelings here greeting us and poking their heads in from time to time told us those stares at you wasn’t anger directed at us…”

“They do all like staring menacingly at everything they don’t like though… kinda creepy,” Neon Lights added.

“Soooo, it was obvious that you, Chrysalis, were doing something wrong, and we stallions were doing something terribly right. But we didn’t need those clues to figure that out. I had my initial suspicions during Cadence’s changeling training sessions with our mares… but I never thought it would lead to this…” Jet Set said with a wide grin.

“A change in leadership is needed… why not give it to the stallions who are producing so much love from a mare? The outsiders from their own kind that have chosen to live amongst us after seeing our superior ways! Surely they will lead us to future power and greatness! They even brought down our mighty queen themselves! Look at her! Willingly wearing one of her own collars and enslaved, behaving like any other horny mare! Obviously bent to the stallion’s will in pure awe of their methods!” Jet Set said enthusiastically, gesturing his hands in air as he pictured his overly exaggerated tale. “Of course… we wouldn’t exactly be in complete control… we want you there with us every step of the way, Chrysalis, just under us in secret…”

Chrysalis scowl deepened as the depths of the stallion’s treachery unfolded before her. “You are playing a very dangerous game here, ponies!” She spat. “What do you hope to possibly accomplish by this? Order my men to release your fellow ponies back into the world? Allow them to return to their merry lives and pretend this whole incident never happened? HA! My men will have no will to follow such a command, and on top of that, the mares will have no desire to follow it either! It will never work!”

“Oh we realized that,” Neon Lights added. “We have something else in mind…”

“But more of that later,” Jet Set said, casually walking over to the stone wall and unhooking one of the many pet leashes that hung from its hooks. Walking back to the changeling queen he added, “I think I’d like to a bit of a walk now and check out our new digs… come, pet.”

Chrysalis growled angrily at the stallion’s extended hand that held the end of the leash in it, shaking as if to beckon a creature over. “And if I refuse to abide by your foolish plan?”

“By all mean, it’s your choice, Chrysalis,” Jet Set added plainly. “You are free to stop all this here and now, but we would probably leave the hive, and you would have to deal with your men’s growing concerns yourself… ooooor, you can accept this leash to keep a position as pseudo leader of the hive but as my slave for the next nine months, until you can pop that collar off, maybe even learn a thing or two about how we please our lovers…”

Chrysalis glared at the stallion, and all the other men in the room, staring at her with their cocky smirks as she thought over the stallion’s words. Finally, she sighed. “Fine…” she said, grabbing the offered end of the leash, reaching it behind her neck and snapping it into place on her collar. “But do not test me, stallions!”

Four mares jumped up and emerged from behind the couch, running over to her in cheer.

“Welcome to the family!” Lemon Zest shouted happily as four pairs of arms and breasts pressed into her as the mares rushed towards and hugged her from every direction.

Chrysalis groaned. She was already regretting this decision…

~~~~~~~~~ ~~~ ~~~~~~~~~

“This… is… humiliating!” Chrysalis snapped at the stallion leading her via leash from behind as they walked the long tunnels of the hive back to the queen’s quarters as a group. As they passed room after room, loud hoots and hollers could be heard coming from mare and changeling alike, as they spotted the collared changeling queen being led by the stallions.

“Do you know who I am? I am perfectly capable of walking on my own two feet without this blasted thing leading me like an animal!” Chrysalis growled, jerking her head to the side as if to fight against the leash’s length. Jet Set jerked the leash back, pulling the changeling queen’s head back into position. The other three stallions and their respective leashed mares got a quick chuckle as they watched the changeling bicker with her new ‘owner’.

“Now now, Chrysalis. Don’t think the leash is so much for you, as it is for everyone else. Your drones need to see you aren’t in charge anymore if you want this to work. I think they’ll be quite satisfied with this…” Jet Set replied. “Besides… I think a bit of a walk in a slave’s shoes will be good for you! Learn life in a whole new perspective. I’d say mares seem a lot happier than you are right now… isn’t that right Indigo?”

The pegasus giggled and nodded, falling back on her own leash trail to plant a quick peck on her owner’s cheek. Chrysalis just groaned again.

“Are you sure you wouldn’t rather crawl?” Sour Sweet asked teasingly. “I think it would be much more convincing.”

“Not on your life, pony” The queen growled.

“You know, Chrysalis…” Royal Pin walked up holding Sour Sweet’s Leash in hand while waving to the cheering changeling and mare couples to the sides as if they were his many adoring fans. “I have been thinking about what you said before. And it does seem rather silly for a slave to own other slaves…”

Chrysalis’s eyes shot open the moment she realized what this stallion was implying. “No… you can’t possibly mean…”

~~~~~~~~~ ~~~ ~~~~~~~~~

Princess Celestia, Luna, Cadence, and Twilight all stood shoulder to shoulder, having gathered upon sensing their mistress’s arrival back to her personal quarters. However, it couldn’t be helped they were all a tad shocked to see their owner was now wearing a slave collar and being willingly led via leash by a stallion, followed by the rest of this group they had heard so much about.

It didn’t take long for that shock to convert into a grin for a certain lunar princess. “Talks didn’t go so well with the stallions I take it, mistress?” Luna asked mockingly.

Chrysalis just glared and growled at the alicorn. “They are your masters now, apparently…”

“Enjoy them, boys…” Jet Set offered. “I think this one is going to be enough of a handle for me…”

Cadence eyes shot open wide upon realizing Chrysalis was actually being serious! Quickly, she scampered behind the line of standing alicorns in a feeble attempt to hide as Fancy Pants approached them.

“F-Fancy Pants! Hi! Say….You-you guys aren’t still mad about all that ugly betrayal business at that camp, a-are you? I-It was nothing personal after all… just following my mistress’s orders like a good mare!” Cadence spoke nervously.

Fancy Pants said nothing, rather, he simply stood there smiling.

“A-And look!” Cadence blurted, placing her hands on the wall as she bent over and thrust her rump out in his direction, revealing her reddened sore ass. “My mistress, has already taken the liberty of punishing this pet quite severely!”

“Oh, I haven’t the slightest doubt,” Fancy Pants said grinning as he enveloped the pink princess in his magic, hoisting her flailing body over to him. Draping the alicorn over his shoulder as if she were his prize. “Now then princess… where is this fabulous ‘sex dungeon’ that I’ve heard so many wonderful things about?”

“Grrrrr…. Fine! Be that way!” Cadence pouted, going limp in the stallion’s grasp. “….Take this hallway back down, then make a right…” she paused being quickly adding, “and hurry up!”

“Righto, come Sugarcoat! No reason you can’t enjoy this experience as well.” Fancy Pants ordered as he hauled Cadence out of the queen’s private quarters, Sugarcoat obediently following behind, laughing at the whole ordeal.

Celestia and Luna watched in confusion as Cadence was hauled off and away by another stallion. Upon, seeing Neon Lights and his slave, Lemon Zest, approach them, they quickly realized it would be best to make a good first impression on their apparent new masters, else fearing they would soon end up like Cadence, though, not like that would have been too bad.

Stepping forward, Luna bowed deeply before the stallion. “Greetings onto you, fine and virile stallion,” Luna spoke respectively with a smile. “If it would please you, this humble slut would like to state she would be honored by the prospect of her ownership onto you and in addition will do everything in her power and more to proudly pleasure her master with her body.”

Celestia, however, stepped in front of her sister, choosing to bow even lower to Neon Lights. “I too, would like to express my deepest desires to be bound to your will, master. You know… as the previous benevolent ruler of Equestria, who is loved by all, my body is one of the most desired and sought in all the lands… you would be the envy of every mare and changeling alike in this hive with me happily attending to your darkest desires. It would be simply foolish to choose otherwise.”

Luna quickly stepped forward in front of her sister again. “Or… this handsome stallion may choose to own a slave who is well acquainted with her place of obedience and submission under her master…. rather than a certain chest-heavy sister who has ruled over all ponies alone for a thousand years. This stallion easily strikes me as intelligent and knowledgeable. Thou is sure he will make the right decision…”

Celestia quickly teleported in front of her sister this time, obstructing Neon Light’s view of the lunar goddess. “Do you know, kind master, that I was the favored pet to our previous owner? Our mistress has spent many extra hours preferring to pump this slave’s tight holes to the brim with her delicious cum. Believe me, I have been keeping score.”

“WHAT!?” Luna fumed this time. “The only reason our mistress would have preferred servicing you more is because you require more training and guidance out of all of us! I, on the other hand, required very little! Even upon our capture, our mistress could easily tell I was the one with the preferred cunt out of the two of us! She discarded my sister to Twilight for taming!”

“Discarded me to Twi…. Why you ungrateful, little!!!” Celestia screamed, tackling her sister to the ground. Luna quickly retaliating with a scream of her own, rolling over and pinning Celestia to the ground and yanking on her hair. Yelping in pain, Celestia managed to land a blow on her sister’s face and shake the alicorn’s hold on her. The bout between the two alicorns soon devolved into a tangle of limbs and shouts as the two sisters exchanged their fair shares of biting, slapping, and pulling.

Lemon Zest, on the other hand, looked rather unamused at the sisterly wrestle, staring with a rather flat expression. Turning to her master’s head, or rather, his lower head, which had grown fully erect as a result of watching the cat fight. She knew her owner well enough to tell what he was thinking. Sighing, she asked, “You’re going to keep both of them, aren’t you?”

Neon Light’s cock twitched, as if nodding in response to her.

Meanwhile, Royal Pin leaned over to Twilight as the two of them watch the fight continue to unfold. “Ummmm, does this… happen often?”

Twilight simply sighed and shook her head in shame. “More often than I’m proud to admit… But don’t worry about them. They have great make-up sex.” Twilight extended her hand for him shake which the stallion quickly took, both of them understanding it as a much simpler way of signifying the purple alicorn’s new status as the stallion’s property. Neither of them took their eyes off the fight, however.

Jet Set unhooked the leash from Chrysalis collar, plopping the changeling queen’s rump onto her own bed.

“Hmph,” Chrysalis said, as crossed her arms across her chest. “You still have yet to tell me what you intend to do in this new position.”

“Well for starters… for a bunch of creatures that pride themselves on giving mares a choice to choose if they want this life or not,” Jet Set started, moving over to unhook the Indigo’s leash next, “You really didn’t give a certain other important group of ponies much of a choice when you invaded…”

It didn’t take long for Chrysalis to clue in on what the pony was referring to. Grimacing she said, “You want to help out the other stallions………”

Newest Additions (Part 1)

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“Push Aloe! Push!” Nurse Redheart ordered from between the legs of the pony who laid strewn on the infirmary bed.

Chrysalis stood watch outside as she patiently listened for any signs of problems that would require her aid. Her new so called ‘master’ had allowed her to oversee the rounds of birthing of the new changeling spawns. Naturally, the group of mares were entirely from Ponyville who had been successful impregnated on the initial invasion. It was only normal after the appropriate amount of time had passed that many of them would start going into labor one by one. At which point they were rushed down to the hive’s infirmary for immediate medical attention. To the mares much welcomed relief, giving birth to a changeling spawn was not nearly as hard on one’s body as a pony foal.

Chrysalis’s ear perked out as she once again heard the unmistakable sound of a newborn spawn crying for the first time.

“It’s a boy!” Nurse Redheart exclaimed with glee. Suddenly, Chrysalis rushed into the room, eyes flaring.

“SHUT UP!” Chrysalis screamed in frustration at the white pony. “Yes it’s a boy!! They’re all going to be boys!!! It wasn’t amusing the first sixty-three times you said it!”

“Geeeeez, sorry Chrysalis….” Nurse Redheart replied back as she plainly wrapped up the newborn baby in a blanket before handing him back to his mother. “Not my fault we’re on the same level now….” She added under her breath.

“What was that?” Chrysalis shot back.

“Nothing!..... sister,” The nurse replied, merrily skipping away to tend to over patients as Chrysalis’s eye gave an involuntary twitch.

However aggravated the changeling queen may have been, it brought her heart some warmth witnessing what was becoming a more common reaction from the new mothers.

Lotus stood there, proudly congratulating her fellow spa sister as the earth pony lovingly cradled the newborn changeling in her arms. The baby had stopped crying for the time being as Aloe planted a kiss on his forehead.

“Not even the same species, and yet… they love them just as much as one of their own… Just another reason why I love these creatures…” Chrysalis thought to herself with a smile. “Stallions on the other hand…. ugggg.” She added, feeling her ever present slave collar still around her neck. "I have a permanent reminder of how much I hate those things…”

“Miss Chrysalis?” Lotus quietly asked the changeling queen who had strangely been staring at them for quite some time now. “What is to become of all ze newborns?”

Chrysalis blinked in surprise to the sudden question. Quickly wiping her smile off her face she stated, “They will all be taken to the nursery, where they will tended to and cared for around the clock. You may visit your own whenever you so wish. Keep in mind, however, that the surrounding area is strictly off-limit to any promiscuous behavior…”

That answer seemed to please the two new mothers as they smiled and went back to adoring their new children. It was a wonderful sight for Chrysalis, who felt like nothing in the world could possibly ruin this day for her... that is, until she heard a certain somepony cry out again.

“It’s a boy!”

~~~~~~~~~ ~~~ ~~~~~~~~~

Later in the hive, the majority of Team C.U.N.T resided in Queen Chrysalis’s chambers, relaxing as always with their favorite pastime.

“You know, Lemon Zest, Mr. Neon Lights here has saved our lives more times than we can count,” Luna smiled as she lied through her teeth.

Quickly pulling her master’s cock from the wet confines of her mouths, Lemon Zest quickly asked, “Really??”

“Oh yes,” Celestia now added, as she crawled over the two kneeling slaves, tending to their sitting master. “Dragons, timber wolves, hydras, you name it, he has bested them all singlehandedly. Our master is a well renowned hero in Canterlot…”

The earth pony’s eyes widened in starry amazement. Quickly she retook Neon Light’s member into her mouth as she started sucking with much added fervor. Cutely staring up to meet his gaze from between his legs as she frantically bobbed her head along the stallion’s length. Neon Light’s head rolled back in addled bliss as his two princess chuckled mischievously from his sides.

“C-Cadence! Wha-What are you doing?” Sugarcoat exclaimed elsewhere in the queen’s chambers. The mare had been peaceful napping on one of the large new bed brought in when her arms and legs had been suddenly yanked to each corner of the bed. Cadence stood above her grinning with a smug look as her magic easily held the pony’s limbs in place. Four lengths of ropes snaked out from under the bed and expertly tied themselves to Sugarcoat’s wrists and ankles before pulling themselves to the corner bedposts.

“Well… seeing as our wonderful master is currently out reacquainting himself with his lovely super model girlfriend… that leaves you all to me…” Cadence cooed seductively as she knelt down and softly cradled the trembling mare’s face. “You know my ass is still sore from everything he’s to me in that dungeon… so what better way from me to have a little payback than from him to return to find his precious slave a drooling unconscious pile of flesh?” Leaning in closer to the bound mare’s ear she whispered, “This isn’t that light training I put you girls through in camp. Here… all bets are off.”

“…..Help… anyone?...” Sugarcoat called out nervously. Despite her plea, it was obvious she was eager for whatever was about to come her way.

“Oh dear! We can’t have any of that now!” Cadence said, mocking surprise as she levitated a ball gag over to the helpless mare’s, fixing it into place in Sugarcoat’s mouth.

“Absolutely not! Out of the question!” Chrysalis could be heard exclaiming to Jet Set as Sugarcoat’s muffled moans began to surface.

“Come on, Chrysalis. It’s a simple low risk mission your scouts have reported. Two stallions. Nice and friendly. We’ll see if they are open to recruiting to your changeling ways. And we’ll even have a shot at all the mares they are guarding too!”

“After the headache you four alone have caused me, what in the world would make you think that I would want more of you cretins around?!”

Jet Set raised an eyebrow to that comment. Sure, he technically owned Chrysalis as a slave and could simply order her to comply with his demands, but that would be extremely detrimental to the point he was trying to make.

“Please...” Indigo Zap practically begged the queen now as she joined in. “You only serve to gain from this! Just wait awhile for the Ponyville mares to recover from their ordeals, give them some clothes to wear and teleport them in to talk to these stallions and mares! The Ponyville mares know these men, they are friendly ponies! I’m sure they will be open to changeling customs if you give them a chance to talk them into it!”

“Do not think I will be more complacent with these stallion demands simply because they are coming from a mare’s mouth,” She spat, turning her head back to Jet Set. “You want to give them clothes to wear now?! Are you insane!? Did your mother drop you on your head? Or has my so called ‘master’ let the thought of new girls to add into his precious harem caused all the blood in his body to rush to his cock rather than his pea-sized brain?!” Chrysalis spat, a smug grin growing of her mouth at that last comment.

Jet Set, however, showed no emotional reaction. “Bed… now,” He ordered plainly with an authoritative voice.

Chrysalis smug instantly vanished. “Hmph! Fine! Is this your plan now? My big bad master thinks he can spank me into servitude?” She added as she reluctantly trudged over to their now shared bed. Her bare breasts pressing up against the covers as she laid face down onto it. “It’d like to see you try!”

As Jet Set calmly straddled himself over her, Chrysalis braced herself for the inevitable sting slapping down onto her rump. However… that punishing sting never came… Instead, she felt two tender hands grasp her shoulders and started to gentle massage her flesh.

“W-What in Equestria are you doing?!” Chrysalis asked in pure surprise.

Ignoring her question, Jet Set simply commented, “My my, so much stress back here… your shoulders are so tense…”

“Stop it you – oh…” Chrysalis practically moaned as Jet Set’s hands found the sweet spot on her back. The changeling’s body noticeably relaxed into the bed with a sigh of relief.

“Now then…” Jet Set cooed as his skillful hands continued working away at her back. “What could have possibly gotten my girl so worked up over lately? I could have sworn letting you oversee the newborns down at the infirmly would have brightened your day…”

Chrysalis grumbled through her still smiling mouth.
“…Blasted incompetent nurse… and her annoying ‘it’s a boy’ obsession.”

Jet Set knew better to inquire deeper on what she meant, less opening up a deadly can of worms. Instead electing to change the subject altogether. “I know it must be hard on you, Chrysalis. What with all your drones, happier and more powerful than ever under your rule, and yet just narrowing avoiding a mutiny from them. They should be grateful with all the mares and love you have given them, and yet, I would wager they haven’t thanked you once…”

The changeling queen simply grunted in response, as the stallion’s massaging hands slowly worked their way down her back.

“Well you know what, Chrysalis? I appreciate everything you’ve done for us. You were right, we are all much happier now than we were before. Isn’t that right, Indigo?”

The pegasus nodded from the side of the bed adorably. Chrysalis just moaned and smiled as her master’s hands worked themselves even lower towards her rump. She knew that stallion was trying to butter her up so she would go along with his plan. She didn’t care, she was simply enjoying this treatment too much. But that didn’t mean she was going to let them off so easily.

“You know…” Chrysalis started, “You stallions still have yet to reveal your secret love producing techniques to me as per our arrangement...”

“Oh? Haven’t we now?” Jet Set replied casually, not stopping his hands. “Take a look around you if you want the first lesson. Notice Neon Lights over there as a prime example. He just acquired the two alicorn princesses, a single one of which, would have had any normal stallion selling his soul for a mere taste of, but he still sits there… servicing his first slave, Lemon Zest. Any changeling in his place would have quickly abandoned her in favor of the sweeter prize, but Neon knows it would be best to service them all equally. He cares for her, it’s not just lust running his mind. And the mares are putting their livelihood in our hands after all, we don’t want them to develop any negative feelings.”

“Hmph, so what?” Chrysalis grunted, although silently admitting in her head that her drones did have a tendency to ignore less appealing mares under their ownership. “If a mare is feeling her needs are being adequately stated by her master, she can always find another changeling to lay with for the time being!” Chrysalis gave a sudden gasp as a pair of hands grasped her rump and started to roughly knead her firm behind.

“You’re still not quite getting it,” Jet Set replied patiently. “The point is a master should care about what his pets feel. Their opinions matter too, you know. You changelings make the mistake of saying things like a mare’s opinion regarding who their owner might be is irrelevant. What if a mare actually grew close to her owner?”

Much to Chrysalis’s dismay, it was difficult to think of a snappy retort with the stallion’s hands currently treating her firm ass like a giant stress ball. To make matters even worse, her entire body was suddenly flipped over, so that her entire body was now face up on the bed. The stallions perverted hands didn’t waste a moment resuming their grouping on her still bouncing bosom.

“Even Royal Pin. He was lucky enough to acquire ownership of Princess Twilight,” Jet Set continued. “But since then, he hasn’t been able to do anything with her, other than a few blow jobs to keep her nourished. All because she’s expected to go into labor any moment now with your… child? Ummm...spawn?...larva?... offspring?... Indigo, help me out here!” The pegasus simply shrugged. “Well… whatever… the point is he hasn’t completely ignored Twilight. Those two just met and he’s already showing great concern for her wellbeing, making sure he keeps on eye on her every moment of the day in case she needs to be rushed down to the infirmary or seeing if she wants anything.”

It was quite obvious the changeling queen’s will was faltering. Her body now writing on top of the bed as the stallion continued his unrelenting assault toying with her breasts. Anytime she tried to open her mouth to reply, the stallion would roughly pinch down on both of her erect nipples, resulting in the only sound escaping her lips being a deep moan. Indigo Zap was joining in the fun now, taking her place between the queen’s legs. The pegasus roughly spreading the flailing limbs of the changeling before lapping away at her completely drenched slit.

“A m-mare who can’t properly perform their duties is of no interest to a master!” Chrysalis finally managed to speak through her many moans. “Their owner’s p-pleasure is what m-matters above all!”

“Huh, you know what? Maybe you’re right, Chrysalis,” Jet Set said suddenly. Abruptly removing his hands from the tits of his slave and jumping off the bed. Indigo Zap quickly followed suit.

“Wha- what are you doing?!” Chrysalis asked in pure shock, her face still flustered in arousal.

“A master’s pleasure is what matters most… and the thing that this master would enjoy most at the moment is a nice long scenic hike over the mountains. Come, Indigo!” Jet Set announced. The pegasus obediently flew after him, already scooping a spare leash off the wall for herself.

Chrysalis face quickly retorted in annoyance upon realizing the game her owner was playing. “Grrrrr, FINE! A mare’s opinion is important, whatever! Send those ponies on your blasted mission, see what I care! Are you happy now?!? Now stop messing around, get back over here, and fuck me!!!”

“I told you she could be trained…” Jet Set whispered to Indigo, who giggled naughtily in response. Turning back around swiftly, the stallion jumped back into the bed, taking his position between the queen’s still spread legs. Giving the queen a quick pat on the head before taking aim and impaling his member into the soaking depths of his slave.

~~~~~~~~~ ~~~ ~~~~~~~~~

*Poof*

Somewhere in the deserted streets of Manehattan, two mares known as Fluttershy and Rarity teleported in with a bright emerald green flash.

“Oh my…” Fluttershy stammered, dropping to her knees. “I…I don’t think I’ll ever get used to teleportation…”

“We have to keep moving darling!” Rarity urged the yellow pegasus, offering her a hand. “These streets aren’t safe for two unescorted ladies such as ourselves!”

Fluttershy gave a quick determined nod as she stumbled to her feet, taking a moment to brush the dirt off her yellow blouse before joining her friend as they took off walking towards their destination.

“So ummmmm,” Fluttershy stammered. “Do you think… what we are doing with these stallion friends of ours is really… nice?”

“Why whatever do you mean, darling?” Rarity asked, shooting the meek pegasus a puzzled expression as they walked.

“It just seems like we are… sort of… tricking them…”

The fashion pony took a moment to consider her friend’s words before answering. “Not at all, my dear! Just think of it like Pinkie’s surprise birthday party we threw for her that one year! Remember? How we all had to pretend to ignorant of our true intentions? And how happy she was when she finally found out? It’s practically the same thing! I’m positively certain they will be thanking us at the end of this!”

Fluttershy brightened up upon realizing the unicorn’s logic. “Oh… I guess it seems fine when you put it like that!” She beamed.

“Indeed! And not to mention, it’ll be better than a simple surprise party!” Rarity said, turning to her friend and giving her a sly wink. “And unlike keeping the secret of that surprise party from Pinkie’s attention, there is simply nothing that would suggest our task here would be difficult in the slightest! The changelings have had great success showing every mare they’ve come across how much more enjoyable life can be for us on our knees. We simply have to do it again!”

“But with stallions too this time…” Fluttershy added nervously, pushing her two index fingers together.

“Um, well uh yes,” Rarity stammered. “But if the lessons the changelings have taught us hold even the slightest bit of truth to them, I’m sure their true nature will show themselves as long as we give it a strong little push. Just like it would with any mare!”

“I guess so…”

Noticing the pegasus’s normal apprehension, she added, “And the sooner we finish up this little task of ours… the sooner we can get back to cuddling those precious little changelings of ours back home!”

“Oh aren’t they the most adorable creatures, Rarity?!” Fluttershy cooed glowingly, completely forgetting her recent nervousness for the time being. “Their eyes…. they are just so cute!! I can’t believe we used to think of changelings as monsters.”

“Me either!” Rarity replied. “And I do miss having my baby bump… in a way,” she added, rubbing her once again flat tummy. “But… I can’t imagine it’ll be that long before we have one again!” The two girls giggled like mad ponies at that comment.

As the pair continued to tread down the streets to Big Mac’s and Braeburn’s holdout, the fashionista couldn’t help but give the neck line of her outfit a harsh tug. Currently she wore a stylish white top, along with some tight fitting black leggings that did an excellent job accentuating her plush rump.

“My word. I simply cannot believe that I spent my entire career sewing outfits like this together that mares everywhere used to cover themselves with,” Rarity cursed, looking in disgust at the very clothes she wore. “It’s only right that I work to rectify my mistake by getting some mares out of their silly obsession with never being naked!”

“Well hold it right there!!” A strange yet familiar voice abruptly called out from over a barricaded wall of the destination they had sought.

“B-Braeburn? Is that you up there?” Rarity asked. A pair of red and yellow stallion heads poked themselves out over the wall, surprisingly, glaring suspiciously at the two mares. Not at all acting like one might after once again seeing their long lost friend they feared the worst for.

“Ya’ll pony… or changeling,” Big Mac spat back. “Last I heard, my sisters and most of the gals in Ponyville were abducted by those things! Ain’t no reason why these two would be here, now, of all places!”

“Ya’ll probably just stole their looks and voices! Trying to be all sneaky and getting to the mares here! Errrr, not that I’m saying there are any!” Braeburn added.

“Well Big Mac…. would a changeling know something like the entire town of Ponyville can tell when you and Ms. Cheerilee had a date the night before because she would have serve limping problems for days afterwards?” Rarity answered back, stylishly swinging her mane with her hand.

“And ummm, Mr. Braeburn… sir,” Fluttershy answer nervously, “You k-kinda spied on me through a hole in the wall when I was taking a bath during our stay in Appleloosa… I just pretended I didn’t notice…”

The two stallions turned to each other in pure shock. Jumping down from the wall, they quickly opened the gate to allow them entrance.

“By golly! It’s really you!” Braeburn exclaimed. The two stallions jumping on the two mares in a mighty hug, Big Mac squeezing Fluttershy off the ground with his muscular arms. Hoping that it would somehow downplay the awkwardness to what the two mares just revealed they knew.

“Oof! Yes, it’s good to see you boys again too!” Rarity stammered through Braeburn’s arms wrapped around her chest, but making no move to dislodge the stallion. Finally the men decided in letting the girls down, only to throw a barrage of questions in their faces.

“Where have ya’ll been? What in the hay happened to the rest of Ponyville’s gals? Did ya’ll get away from the changelings? What about AJ? And what in the world are those funky looking collars there doing around yer necks?” That last one was easy enough to dismiss as a splendid fashion choice.

“Well… umm, you see dearies…” Rarity stammered. She knew she would have to prepare a list of lies to make up to answer these. “The c-changelings let go. Just like that! Y-you know… I’m not unfamiliar with situations involving being held captive. After a few months of whining/complaining they quaked like diamond dogs! I even managed to drag Fluttershy out with me as well…”

“Really?” Big Mac asked curiously. “I had them changelings pinned for more of the torturing and feeding type.”

“Oh! No no no no no! They actually took quite good care of us!” Rarity coughed, darting her gaze from side to side. “All of the girls are perfectly fine! In fact… they’re probably doing better than mares out… here…”

Braeburn shook his head in shame. “I hear ya. Not much left of the old Equestria we grew up in…” Big Mac on the other hand seemed rather relieved by the prospect of his sisters and friends actually being better off than him.

Attempting to steer the conversation away from more questions to them, Rarity asked, “But what have you boys been up to? I must say it’s quite unexpected to see you two together, in Manehattan of all places!”

“Well….” Braeburn started, “Ah abandoned Appleloosa after the changelings invaded. Didn’t want a thing to do with what the guys left were going on about. None of my kin understood the logic behind them. So few mares were left after the changelings got hold of them. Why would you want to kidnap and rape them? Don’t make a lick of sense!”

It was Rarity’s turn to look up to positive prospects at this news, that there were plenty other stallions out there who shared such a policy against forcing oneself onto another pony.

“Meet up with Big Mac here when wandering the world and figured we ought to stick together! We’ve camped out here for a while until a group of mares came by, and discovered we were friendly! Only right that we look after that. Least we could do… considering.”

“Do you think… we could join you?” Fluttershy stammered, hiding behind her mane again. “I mean, if that’s ok with you two… We just heard you’re good at protecting them…”

Braeburn and Big Mac proudly thrust their chests forward at that. “Ya’ll heard correctly! We’ve been watching over these gals for a few weeks now. Them aggressive stallions don’t wander to close to our little encampment once they get a view of the big guy here” Braeburn said, patting Big Mac on the back.

“Ummm, but where are these girls?” Rarity asked.

“Inside,” Braeburn answered, pointing to the building labeled ‘Weatherby Savings & Loan’. “We guard the entrance. Gals ain’t so safe wandering the open streets, even in a large group. Nothing to stop a raider pegasus stallion swooping down out of nowhere and adducting a helpless mare off her feet. Not much a pony can do when her only safe way down is from the rapist holding her…”

Rarity and Fluttershy both shuddered in fear at the thought of such a thing happening to them.

“W-Well then… I better get inside!” Rarity stammered, but nodding to Fluttershy, signaling she would coerce the mares inside, and the pegasus would do the same with the two stallions. The sooner these ponies were out of this dangerous city and into the hive, the better!

~~~~~~~~~ ~~~ ~~~~~~~~~

Quietly, Rarity poked her head through the doorway of the dreaded Weatherby Savings & Loan, before slipping inside and shutting the door.

“Well… this is far worse than I expected…” Rarity whispered under her breath. The entire building had been seemingly looted. The random piles of worthless garbage were strewn across the floor was probably the most interesting thing of note in the ruined business building. Scattered around the room, Rarity counted a total of eight ponies, all mares and all doing… nothing… Seemingly heads were hung low as if they were trying to come to terms with the world they lived in now. They barely even acknowledged the fashionista’s entrance.

“This simply will not do!” Rarity huffed silently to herself. It was obvious to her these mares needed her help! Picking a mare hunched over in the corner, the unicorn quietly made her way over in hopes of striking up a conversation to start.

“Why, hello there,” Rarity announced to the lone mare, taking a seat by her side and doing her best to appear friendly. “What’s your name?”

The unicorn glared at the unicorn briefly before returning her gaze to the floor. “Moondancer…” She grumbled.

“What a lovely name!” Rarity replied. “I, um… love your black sweater!” She said, casting a glace to the extra-large sweater that covered the majority of the mare’s body from her neck to mid thighs. Rarity couldn’t help but wonder if the pony had anything else on beneath it. The mare simply grunted in response.

“So… um… how did you ever wind up here, of all places, Ms. Dancer?” Rarity stammered, hoping she was at least on the right track.

“My friends went into one of those mare shelters a long while ago… never saw them again…” Moondancer answered plainly. Rarity recoiled at how dark the mare perceived the changelings actions to be. “Tried joining up with a group of ponies after that to fend off any potential changeling attacks… turns out the stallions in it just wanted to take a shot at us first before the changelings got a turn…woke up in the middle of the night to see them shoving their dicks into two of the girls here they had completely stripped and restrained… I was barely able to fight them off with my magic…” Moondancer continued, magically flicking a pebble on the floor. “They still managed to get away with most of our clothes… and our leader…”

“Oh my… I can certainly se-” Rarity started before promptly being interrupted.

“Then the remainder of us girls were left to wander alone after that… always making sure to keep watch at night for any changeling or stallion that wanted to get into our pants... some of the others weren’t so lucky. Some ditched us, thinking that everything was hopeless. I don’t have to tell you what probably happened to them. But on the bright side… eventually we found Big Mac and Braeburn holding out here. Took a while to trust them, but they seemed genuinely nice. They’ve kept us safe and fed for a while now…” Moondancer calmly finished, not taking her eyes off the spot on the floor as she finished her tale.

Rarity was absolutely speechless. She had absolutely no idea it was this bad for mares in the outside world! The mares here probably hated changelings and stallions! Even if Big Mac and Braeburn were exceptions, who was she to come in happily one day as suggest they should be on their knees under them as their complacent sex slaves? They would probably skin her alive for the very thought! Slowly, she couldn’t help but come to terms and realize the hopelessness of the situation. This was going to be much harder than she initially thought…

“Think, Rarity, think! There has to be something you could do to convince these mares! Their lives will be better in the hive then out here, I just know it! But there’s no way I’m going to be able to convince them to be sex slaves! Oh... What would a changeling do in here!?” Rarity thought to herself quietly, withdrawing herself from Moondancer’s presence, who seemed rather pleased with her departure. “Well duh! They’d pull out their cocks and fuck them! I don’t think that would work here! And besides! I’m not even properly ‘equipped’ for such a thing! I just hope to Celestia that Fluttershy is having better luck than me!”

~~~~~~~~~ ~~~ ~~~~~~~~~

“Sooooo, lemme get this straight, Fluttershy,” Braeburn said from outside. “You want us… to own pets?”

“Y-Yes! I mean no!” Fluttershy stammered, only serving to confuse the two stallions further. “The mares!... Inside!” She said, wildly gesturing to the building the housed the ponies inside.

“The mares inside… own pets?” Braeburn asked now.

“Ah used to have a dog back on the farm” Big Mac added.

“N-No!” Fluttershy spluttered, wildly waving her hands in the air now. “The mares inside! They… they should be pets!”

“Ummm, do ya’ll want them to be pretend to be pets to replace the one’s you had in your cottage?” Big Mac asked now, still confused. “Look, Ah’m sorry your little critter friends got left behind in Ponyville, Fluttershy. But Ah’m sure they are all getting along just fine. Besides, Ah don’t reckon the girls will be up for your games…”

It was Fluttershy's turn to face palm now. Before the pegasus could make another attempt at conveying to the stallions of what she meant, at loud rapping sound emendated from the doorway of their little encampment.

Big Mac was more than thankful for this gift from Celestia as a way to end this painfully awkward conversation. “Can ya’ll see who that is at the door, Braeburn? Bout to hit the hay, ya’ll got first watch tonight.”

“Sure thing,” Braeburn replied as the hulking stallion lumbered off. To his dismay and Braeburn’s relief, Fluttershy following him closely behind, not willing to give up that easy!

“Who’s there?” Braeburn announced over the wall to the single mysterious hooded pony that stood before it, now that Fluttershy and Big Mac were out of sight. The figure pulled her hood back to reveal a friendly smiling face before answering back.

“Just a helpless lonely mare, looking for some protection, that’s all. I heard you fine gentlecolts were keeping mares like me safe! I even brought some fresh water in case you need it.”

Braeburn’s eyes lit up at the sound of that. “Water you say? Well… I reckon that’ll suit us just fine! Been running low on all sorts of beverages here!” Braeburn said excitedly, hopping off the wall and unlocking the gate to allow the mare in. “What did ya’ll say your name was, though?” He asked.

“Oh, my name?... It’s Suri Polomare.”

Newest Additions (Part 2)

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“Ooooo, that feels sooo much better,” Twilight cooed to the lovely pair of ponies next to her. Royal Pin, who was knelt on the floor giving a tender foot massage to the feet hanging from the sides of the bed, and Sour Sweet who supported the pregnant alicorn’s back as she tenderly rubbed her shoulders. “I’m so sorry I haven’t been much fun lately… it’s just… with the baby on the way….”

“Shhhh! We know and don’t worry about it, Twilight!” Royal Pin assured her. “No one’s going anywhere anytime soon. There’ll be plenty of time for fun after you deliver the little guy. In the meantime though, I’d much rather prefer my little slave didn’t worry so much about her first delivery! It’s perfectly safe here with the changeling’s magic.”

Twilight chuckled. “Thank you, master, and I’ll try not to. And thank you for your help too, Sour Sweet.”

“Don’t be thanking me so much just yet, princess. I’ll be expecting the same treatment down the road when it’s my turn!” Sour Sweet grinned.

“Hehe, you know, I didn’t think about that. Sure thing!” Twilight laughed.

“So… Twilight,” Royal Pin started, changing the subject. “I never really asked you alicorns, but how exactly do you feel about us… taking over here?”

Twilight recoiled temporary in response to the sudden question, pausing a moment as she considered phrasing her answer. “Well, ummmm, I… love Chrysalis… and I always will, no matter who owns us. It’s just… sometimes I feel like she knows all of us better than we know ourselves…” Twilight spoke softly with a smile. “I know she likes to act tough all the time, but she really does care about us. Not just because you think she’s using us, but she genuinely cares about our wellbeing past selfish desires! Although, I do realize she upset a great number of ponies with her takeover, even if the majority of them are happier now than before. So I don’t blame you guys for doing something you feel will make things right. But please… please just don’t hurt her,” Twilight said, her eyes practically pleading with him.

“Trust me, Twilight,” Royal Pin said calmly, rising up to wrap the alicorn in a tight reassuring hug. “That’s the last thing we want to do…”

~~~~~~~~~ ~~~ ~~~~~~~~~

Back inside the vile Weatherby Savings & Loan building, Rarity stood softly banging her head against the wall in an attempt to think up with some way she could help reveal the mare’s true submissive nature.

I suppose I could… no… that would never work… how about I… no, I fear that would just end badly for me, perhaps even blow my cover. Uggg! Face it Rarity! These mares might as well be wearing a solid steel chastity belt after everything they’ve been through! Rarity collapsed, falling to the floor and sinking her head into her knees, ironically fitting in quite well with the other mares present. Why on Equestria would they choose to send the two of us for this job? Pinkie Pie was always the perverted one! I’m sure she would have had this entire group in an all-out orgy by now… and entirely by accident too!!

Suddenly Rarity’s train of thought was broken as the door to the office burst open. A much needed distraction barged in.

“Good news ladies!” Braeburn announced, trudging into the room carrying what appeared to be a large wooden crate. “We just received a fresh batch of water for ya’ll!” He said, popping open the lid and tossing a bottle of water to each mare present. The normally dreary atmosphere in the room brightened slightly at the prospect of being able to finally quench their long lasted thirst.

Rarity stylishly caught the plastic bottle that was thrown her way. Hmmm, well I suppose I could use a bit of a drink myself. To think… I’ve almost completely forgotten what this ‘water’ stuff tastes like… Twisting off the cap, the unicorn brought the bottle to her lips, downing half of the container in a single take. Oh my! I know I haven’t drank any in the longest time… but I don’t recall water ever having such an exotic flavor to it. This is simply divine! She thought to herself, happily twisting the cap back on and setting the bottle down.

Now then Rarity… back to the matter at hand! Rarity tapped at the floor. I suppose I could… Rarity blinked unexpectedly as she felt an overwhelming feeling of drowsiness wash over her body. Her eyes lids suddenly wanting nothing more to clamp shut for the night.

T-tired? Already? How can that be? I could have sworn I was wide awake not a moment ago… Rarity thought in complete confusion. Well I suppose if I truly needed to turn in for the night, it wouldn’t be the end of the world… my owners never really mention some sort time limit on this assignment…

As Rarity’s mind buzzed away she didn’t seem to notice lowering her head to the ground and body slumping to the floor while refusing to listen to any of her head’s commands to move. But she did manage to notice every other mare in the room assuming similar collapsed positions on the floor, some already sound asleep before hitting the ground. To Rarity’s sleepy mind it was obvious this was the popular idea going around, and she was the mare well known for following all the latest trends. Before she knew it, she too had fallen into Luna’s sweet embrace as the entire room of mares collectively lost consciousness. Not a single pony left awake to question what was going on.

After a moment of dead silence, the door to the office flew open again, this time a fresh new face entering inside. Suri Polomare stood with a wide proud smirk as she perused the room and saw snoozing mares next to partially consumed drugged water bottles. Seriously, that crash course in chemistry had paid for itself tenfold by now. But as her lingering gaze settled upon Rarity amongst the lucid crowd, her eyes widened in shock.

“My my my… what do we have here?” Suri spoke as she approached the fashionista, smirk growing even wider. “Why, it is you Rarity! Heh, I had hoped the changelings had gotten to you first when they attacked Ponyville… But, now that I think about it, I suppose things are better suited this way. Revenge is so much sweeter when dealt personally after all...” She said, roughly grabbing Rarity’s breasts through her outfit before proceeding to freely grope them.

“Wait… wait… hang on Suri, get a grip on yourself,” Suri spoke, restraining herself as she released the breast of her adversary. “I suppose there will be plenty of time for that later… no reason to spoil my appetite before the main course when there’s work to be done!”

Rising up, Suri double checked to confirm each mare was out like a light and not merely faking it… again. Satisfied, she kicked open the door outside, spotting a certain stallion she had personally offered a bottle to herself, now in the same drugged out state, completely obvious to the world around him. More than likely dreaming something about apples.

“To easy…” she smirked. “Hope you don’t mind us borrowing your mare friends, Braeburn!” Suri taunted the sleeping stallion, knowing full well he couldn’t hear her. “If you’re not going to use them, I will!” Walking over to the gate and undoing the fastened bolts. As she swung it open wide, she signaled to unseen pony down the street who had been waiting. The pony nodded as he spotted Suri. Soon after a large empty wooden cart backed itself down the street and into the camp.

From out of the front of the cart hopped a white pony, Double Diamond, as he circled the cart and opened the tail gate. Suri was already humming a merry tune to herself, as she waltzed back inside the building, dragging Double Diamond along with her. The stallion, who was already seeming like he didn’t want to be here, gasped upon seeing Rarity amongst the crowd of usual drugged mares.

“Place them all in the back, Mr. Diamond. Gently now!”

“B-but Ms. Suri… that pony over there! That’s Rarity! We-we can’t do this to her!”

“Oh? And why is that?”

“She helped my entire town get their cutie marks back… she’s a hero! Not just to us, but all of Equestria too!”

“Well then… all the more reason we need to get her back to our little hideout so you can watch over her personally. You can’t honestly think she’s safe here. Not after seeing how easily we broke in… And who knows? Maybe if you’re a good little boy and behave, I’ll let you have her too…” Suri said, smirking at the stallion.

The stallion’s gaze shot between the peacefully sleeping unicorn fashionista to the evil earth pony fashionista “….Fine!” Double Diamond finally reluctantly agreed, though still not looking happy at all with the unexpected change in circumstance. As uncomfortable as he was allowing Suri have her, he would have greatly preferred being in charge of her safety himself.

If Rarity was awake to realize anything, she would have felt herself picked up by two strong arms and lightly placed in back of the cart. One by one the Suri and Double Diamond picked the remaining mares up and hauled them outside and into the back. Suri was practically squealing with mad glee the entire time, repeatedly exclaiming her excitement in how lucky of a haul this take was, or the things she had planned for these women. After the last female had been properly stolen and stowed, they threw a large tarp overhead, concealing the cargo from any potential spying onlookers. Even though it was the dead of night, you could never been too careful from stallion raiders in the bare streets of Manehattan. Granted, though, that the streets were slightly emptier these days with every stallion moving shop to Appleloosa…..

The now packed cart started to haul away from Big Mac and Braeburn’s camp, knowing the stallions would be none the wiser to the mare’s location when they awoke. Suri too had to jump into the back and under the tarp as the cart was pulled away, as she too was a mare that any other stallion in this rotten city would be itching to abduct for some foul play. Double Diamond could only roll his eyes as he heard the gleeful earth pony already start to unwrap her newest toys. The many sounds of various articles of clothing being either tugged, pulled, or ripped off defenseless bodies were the only thing that filled his ears as they proceeded to their distant destination…

~~~~~~~~~ ~~~ ~~~~~~~~~

Rarity groggily cracked open her eyes, releasing a cute yawn as she awakened from her deep sleep. Suddenly, she a red flag fired off in her mind as it occurred to her she didn’t actually recall ever going to sleep. What was even more painfully obvious to her was the new predicament she was in. As she was attempting to stretch her arms, her hands couldn’t help but notice they were hitting something cold and solid.

She was in a metal cage! Not a small one, mind you, but one large enough for her to lay down completely or sit up comfortably in. Though, standing was completely out of the question. Thin metal bars surrounded her from every side, excluding the bottom where a comfy red velvet mattress covered the lowermost portion of the cage where she lay. A large hole was also apparent at the front of the cell, large enough for a pony to stick their head through, but not escape.

What made itself also apparent to Rarity was the fact she was completely stark naked now! She could spot a large trash bin from the small office room she appeared to be alone in. In it there were the eviscerated scraps of her outfit, bra, and panties, all there, on top of other clothing she could have sworn she saw the other mares wearing before. Although, that was the least of her worries now.

Her changeling sex slave collar was still ever present around her neck. Her kidnapper had probably tried and failed to remove it too. But, to be honest, she was actually relieved she had a good reason to be naked again. The mare took a deep relaxing breath, relishing the pleasant sensation of the cold harbor air brushing against her exposed pink buds.

Though not comforting was the mess it appeared she was in now. Crawling forward to the front of the cage, Rarity quickly tested the door. Locked shut… of course. Even from feel alone she could tell it was well crafted. There would be no way she could force herself free with brute strength, she probably wouldn’t even get the door to budge. Rarity was starting to sweat now. She had absolutely no idea what sort of dastardly villain could be behind this! Holding her hostage at their whim! She was completely helpless inside here!

From the side of her view, a familiar smirking mare stepped into the room.

“Oh thank CELESTIA! It’s just you, Suri.” Rarity said as she breathed a giant sigh of relief.

“Wait….. what?!” Suri shouted, her smirk instantly vanishing. “What do you mean, just me?!

“Well… I thought I had been kidnapped by stallions,” Rarity giggled. “They don’t treat mares like me to kindly you see.” Although thinking back, Rarity noted that that should have been easily spotted as a non-possibility, seeing as she didn’t wake up with three different rivers of cum flowing from her abused and reddened orifices.

“You don’t think being captured by me is worse?!” Suri spat back. “We’re enemies after all!”

“…Enemies?” Rarity replied innocently. “I…I don’t recall ourselves ever agreeing to such terms.”

“Are you kidding me?” The earth pony practically growled. “Don’t you remember how you humiliated me, and all the other contestants in our fashion show by winning 1st prize? All by throwing together some random CRAP you stole from your hotel room the night before!”

“Oh please, darling,” Rarity scoffed. “It was just a messily little contest. Not a big deal as it were.”

“Well it’s going to be a big deal for you now!” Suri, smirk quickly appearing on her face again. “You’re not getting out of that cage… and don’t even think about trying to use your precious magic! Those bars are magic dampening… no magic can get in or out!” The earth pony said, tauntingly dangling a ring of keys Rarity could only assume unlocked her cage door.

“I wasn’t going to try to get out…” Rarity said plainly, lovingly rubbing the metal cage bars. “It’s actually quite cozy in here.”

Suri’s smirk vanished once again. “Ok…. really! Are you brain damaged or something!? Start taking me seriously as an enemy! You’re kinda ruining this moment for me, you know that?!”

“My sincerest apologies, dear… It’s just… the bar is set rather high these days, what with all the actual villains running around in full force.”

“Ugggggg! Turn around!” Suri yelled.

Rarity complied, noticing there was in fact a window behind her cage, revealing she was located on a single room office on the 2nd floor of a small harbor warehouse. A large closed door on the far wall looked as though it led directly to the docks outside where business was once conducted in mass on a daily basis. The building itself seemed to be in rather good shape, no broken windows or colorful graffiti. It was most likely the building was in use up until the changeling invasion. However, upon noticing the actual occupants of the warehouse like Suri intended, Rarity could help but let out a gasp.

On the ground floor she could spot dozens of cages, exactly like the one she was currently imprisoned in. Inside most of which housed one or two female ponies inside. Rarity didn’t have time to count, but she estimated there were just over forty mares in total, all completely naked just like her. Thankfully, Fluttershy was not one of them. She could only hope Suri must’ve missed her somehow when she took them. Spotting a handful of different cages Rarity saw the same exact mares she had been sent to retrieve for her changeling masters. However, the once uptight depressed mares she had met now looked rather content… and joyful… despite now being completely nude while trapped inside a metal prison where they could not escape. In fact, some of the mares were even cuddling each other, whilst lightly kissing and groping. On top of that, some of the mares housed alone in the single cages were playing with themselves and moaning, without a care in the world. What in Equestria was going on?!

Turning back around, Rarity shot the earth pony a deathly glare, which Suri couldn’t help but finally breathed a sigh of relief at as she soaked the fresh hatred in.

“You bitch!! You drugged those innocent mares into submission didn’t you!” Rarity spat. “How many chemicals did you inject into those poor ponies!”

“Heh,” Suri chuckled in response. “Oh you wish I would have drugged them, slut. Truth is… they haven’t been taken anything besides that night-night water I gave you girls back at your little holdout. All those pets of mine down there are completely clean and in those cages willingly…”

“Oh….” Rarity said now, her expression instantly returning back to normal. “I suppose that’s perfectly fine then.”

Upon hearing the unicorn’s complete reversal in tone, Suri was at a loss for words. “Wha… you aren’t…. huh? But….. you should……………………….I hate you so much….”

Rarity just smiled as she lay back down on her cage’s comfy mattresses, arching her back as she pressed her large chest upwards in a stretch as if to subtlety remind the fellow fashionista that she also didn’t mind the fact she had been completely stripped of her clothing.

However, Rarity suddenly remembered a crucial detail as her curiosity pinged. Bolting back up in the sitting position she could help but directly ask, “Suri… how exactly did you get all those mares down there to willfully agree to serving as your personal pets and live inside those cages?”

“Heh, of course you wouldn’t really be all that bright to figure something like that out yourself…” Suri said mockingly, still trying, in vain, to get under the unicorn’s skin. “For me, it’s just a little thing I’ve learned during my time with a special little helper of mine… care to guess who?”

“Coco…” Rarity muttered dryly.

“That’s right, Coco Pommel,” Suri said with an evil chuckle. “Truthfully, I learned more from that shy little mare than she ever learned from me. All some mares really need in life is a strong hand from a kind owner. An owner who they know is willing to service them accept them for who they truly are. A submissive animal who wants to live life on their knees as nothing more than a receptacle for their master’s lust… If they have that one simple demand, they will follow you to the ends of Equestria,” Suri said with a cackle as she paced around the office, recounting her evil tale. “So… when I discovered that little detail with Coco, I couldn’t help but learn everything else there was to us mares. But even I wouldn’t have, in my wildest dreams, guessed that it applied to so many of us! And once even the most stubborn of mares gets a taste of it, they’ll never be satisfied with anything less than that life style. Did you know, Rarity, that my little helper was so desperate to be treated properly by me that she worked for free? She lived with me, did my chores, made my dresses, all in exchange for a little rough dominant play each night when the lights went out. Where I made sure to remind that little whore of her place and how much she needed me. It was the perfect win win deal.”

“Until she met me, and quit shortly thereafter,” Rarity spoke with a smirk, putting an abrupt end to Suri’s story. She couldn’t help but recall her and her friend’s adventure in Manehattan that just happened to shine an ugly light on Suri’s true personality. Any sane minded mare, even a pet pony, wouldn’t have felt right living under a master like that. She was thankful to high heaven that Coco had ended up finding a worthy changeling owner to service and care for her properly.

“Fine… I’ll give you that one,” Suri replied calmly, resting her two hands on both sides of Rarity’s cage. “Because, as you can see by my collection downstairs, I’ve already replaced her! Mmmmm, I hope you were good friends with those mares Rarity, because the rest of them will be mine soon enough…”

Slipping out of the office before the fashionista could retort, Suri slammed and locked the door shut. “Duty calls!” She called out, as Rarity could faintly make out the sound of the mare’s high heel boots climbing down the stairs.

~~~~~~~~~ ~~~ ~~~~~~~~~

A groggy Moondancer softly came too, splitting her eyes open.

"Wh…Where am I? Wha-What happened?” The bookworm asked quietly. She was in a small windowless room, walls on every side with a single door serving as the exit. Looking down, it appeared that she had been sleeping on a mattress laid out across the cold bare floor, next to which another mattress laid placed touching hers where a familiar face slept. Blossomforth, one of the few mares that she had met up with before taking refuge with Big Mac and Braeburn. It was rumored the mare didn’t actually have a spine. Moondancer quickly shook the mare’s shoulder, rousing the girl from her slumber. As the mare came to, Moondancer thankfully noted the two of them were still fully clothed.

Clothes still on… good… always a positive sign after waking up from a sudden forced sleep… she thought to herself. Blossomforth quickly sat up, noting the same details as the unicorn, before quickly wrapping her arms around the mare in a relived hug.

“What happened? How’d we end up here?” Blossomforth asked in a slight worry, after releasing her hold on the mare.

“I’m afraid I can answer that,” A sudden dreary voice spoke as the single door to the room opened, Suri Polomare walking inside before promptly closing the door. “I know this must be a lot to take in at once but please, just try to relax and tell me… what is the very last thing you girls remember?”

“I…I was getting handed some funny tasting water… I drank it, then… everything is a blur after that…” Blossomforth spoke after a moment of thought. Turning to Moondancer it was apparent the mare shared the same experience.

“Oh my, I was afraid of that… you see, the truth is, I wandered into your little base, seeking to offer my assistance to anypony who might need it… No one was at the gate so I climbed over and poked my head inside the office.” Suri started as she began her tale. “But what I saw, was truly a sight of horror! It was two stallions, red and yellow, lording over your unisonous bodies with leering grins! They had two of you girls into the center, and were already starting to strip the helpless mares of their clothing!” Suri went on to say, making sure to act completely mortified.

“I overheard them talking as they worked… They were saying something about fucking every single hole you mares had while you were out… and how they couldn’t believe you all actually trusted them not to pull anything on them with bodies like that… And that the drug was supposed to last until morning… more than enough time for them to have their way with you, and then some. After you all awoke from your drug induced state, you wouldn’t be able to recall anything, they probably would have acted like normal and gotten away with it!”

Blossomforth was in complete shock. The words this mare spoke, they couldn’t possibly be true! But… thinking back, she could easily remember Braeburn handing out the water that was undeniably laced with a sleeping agent. Were they really willing to do such an evil thing and rape them while they all slept?! Blossomforth began to bite her nails as a new possibility popped into her mind. If they weren’t going to remember a single thing from being raped… could this have happened already?! Who knows how many times those preverted stallions could have had their way with their bodies! No wonder they were acting so nice and watching over them for weeks!

“But…but how did we end up here? With you?” Moondancer asked, not entirely convinced.

“Well… after learning of their true intentions, I took them by surprise fought them off…” Suri said proudly, with a not so humble look. “Those two cowards ran off with their tails between their legs. But I knew they would be back later, possibly with more of their friends. So I used that time to gather up you girls and get all down to my own hideout.

Blossomforth began rocking back and forth as she held her knees, completely convinced of the mare’s good intentions. Was there a single stallion in the world they could trust? One that didn’t want to just get into their pants? Thinking back in disgust, the mare could only recall the times they used to live in harmony with stallions. Were they all pretending to be good ponies even then? Just playing a nice act to get mares to spread their legs when they finally got into their bedrooms?

“T-Thank you for coming to our rescue!” Blossomforth shuddered. She was in good hands now. A mare’s hands! Infinitely better than a stallion.

“I’m afraid it’s not that simple…” Suri said, her expression growing colder. Blossomforth’s thankful expression died down, as the two mares exchanged nervous glances with each other. “You see… I have no idea who you girls really are. I’m guessing those stallions took in pretty much any mare they wanted to fuck into their watch as they pretended to be protecting them. The fact remains that either one of you gorgeous mares may be changelings. A single changeling among the dozens of mares I watch over can compromise the security of us all!” Suri said, adding extra emphasis to the word ‘dozens’. I certainly don’t want to wake up one morning to see every single girl I’m trying to protect here being carried off into the distance with bloated stomachs….”

The two mares couldn’t help but feel this was a safe place to be if this mysterious mare was watching over so many ponies! Starting to become desperate, Moondancer pleaded, “we aren’t changelings! We’re just innocent ponies! You have to believe us!”

“Oh I would love to believe you girls, I really would!” Suri said calmly, but with a sigh. “But the fact of the matter is, a changeling would have said exactly the same thing, in the same manner, and while looking exactly the like you... I’m afraid you two are simply going to have to prove to me that you aren’t those creatures if you wish to stay here…”

The mares recoiled in dumbfounded surprise. “How… how can we prove something like that?” Moondancer asked apprehensively. It was impossible to tell changelings apart for ponies… wasn’t it?

Suri smirked as she started pacing the room. “I’ve seen changeling drones, girls. They are strong proud creatures. Exclusively male and a little full of themselves, if I might add. They may have the ability to completely change their appearance and voices to be indistinguishable from any other pony… but there are certain actions a mare can do that no changeling in the right mind would be so willingly to partake in… like say, I don’t know… being thoroughly fucked as a female… by a female?”

Moondancer was the first to catch on to what the perverted mare wanted. “Surely, you can’t be serious!” She stammered.

“I am serious! The safety and well-being of all the ponies I look after is no joking matter. You girls are free to accept or decline my terms, but know I will be unwilling to take you into my protection if you choose not to. I’m afraid I will have no other choice but to throw you back out onto the empty streets of Manehattan.”

The two mare’s gazes shot to each other, before quickly turning away in a mad blush. They would last an hour or two, tops, out in the Manehattan streets before a group of stallions spotted their defenseless rumps and pounced on them. Maybe even worse, Big Mac and Braeburn would capture them again! Then they would have had to deal with their rapist lust alone that was more than enough to take on a larger group of mares! Playing with their friend they always sort of thought was kinda cute in exchange for protection? It could be worse…

“Very well then…” Suri started, sensing no major disagreement the mares were willing to voice. “You may begin at any moment…”

Moondancer slowly turned to the Blossomforth, noting the mare wore the same shade of red as her on her cheeks. “S-so, I guess we kinda have to d-do this…”

“Y-yeah…”

After a long awkward pause of nothing happening, Blossomforth decided she would need to get the ball rolling. The ever patient Suri smiling on as she watched the pegasus mare reach over, grabbing the bottom unicorn’s oversized black turtle neck sweater. Moondancer was completely silent, not making the faint peep as she lifted her arms over her head, allowing the pegasus to pull it up and off her body.

The unicorn returned the favor next. Her horn illuminating in a glow as she magically unbuttoned and unzipped the outer layers of clothing the pegasus wore. The pegasus calmly worked with the magic, moving her limbs until finally the two were clad in nothing more than their underwear. However, the two horribly embarrassed mares seemed unable to venture any deeper into undressing their friend, or themselves.

“Maybe I can help get things moving…” Suri spoke with a smile as she stepped in, kicking the discarded clothing over into the corner. Taking her spot behind Moondancer, she placed her hands onto the mare’s shoulders as she began to softly rub. “I know you girls have been though a lot lately, and I realize you think me asking you both to do this isn’t helping… but perhaps you are just looking at this through the wrong perspective…”

With that Suri drew a single hand back and began daintily undoing the buttons leading down her own top. “I’m guessing you both have never been naked around another pony have you. Well… contrary to popular belief, you’re really missing out.” The final button popped off Suri’s outfit and the mare casually shrugged it from her shoulders onto the ground, revealing she had not worn a bra beneath it.

“Mmmmm, feels so good letting the girls out to breathe…” Suri cooed, resuming her shoulder rub on the ever increasingly blushing Moondancer. “Take it from a fashionista, girls… the hottest look for any mare will always be going au naturel. In fact, if I was in charge, fine mares like us wouldn’t be allowed to wear anything at all.” Suri made sure to emphasize her point as she repeatedly brushed her sizable bare breasts up against the unicorn’s back. “Think about it girls. Picture every mare in Equestria happily going about her business whilst completely naked. Joyfully relishing every look they attract to their shapely assets… the perfect complement in my book.”

Blossomforth, Moondancer, even Suri shivered as they each pictured a nudist Equestria in their minds. The two mares in Suri’s grasp knew they should have found the mere suggestion of such a thing deplorable! Not to mention, downright embarrassing and awkward, even a disaster waiting to happen. But a strange feeling in their head told them otherwise. For some odd reason, they actually felt a longing for such a world…

Suri gave an unseen predatory grin as the two mares played straight into her plan. Leaning in close to Moondancer’s ear she whispered, “just take it off…” She plucked a string on the unicorn’s bra. “You’ll enjoy life more without it… And besides, it’s plain selfish to hog your body all to yourself and not let others enjoy it as well…”

Moondancer never considered it like that. The same small voice in the back of her head told her the earth pony’s words were completely logical. If doing something as simple as undressing would make her and everyone else happy, why not?

With two shaking hands, the aroused unicorn slowly reached behind her back, fumbling with the flimsy straps, before finally unhooking the metal clasps. Suri watched with impish glee as the mare’s two delectable round breasts spilled out into the open, even giving a slight bounce before they came to a rest.

“There’s a good girl!” Suri cooed, lovingly rubbing the back of the now topless unicorn. Moondancer felt a tingle of electric excitement as the earth pony mare treated her as nothing more than a mere pet. An unexplainable smile crossed her features.

“You too now,” Suri said, turning to Blossomforth. “It’s only fair after the two of us. Besides, we're all girls here!” The pegasus seemed to reluctantly agree as she to unhooked her bra and peeled the garment from her body, dropping it to the floor.

“Oh my! I don’t know why you two ladies were nervous about showing off these. You both have a stunning pair!” Suri beamed. The two mares, now clad in nothing more than their panties, blushed at the mare’s kind words, seemingly growing more comfortable by the moment.

“Now then… Blossomforth, was it?” Suri asked, turning to the pegasus. The curvy mare nodded in response. “Do you know Ms. Moondancer well? I mean, assuming that is her real name.”

The pegasus jumped slightly, having completely forgotten this entire ordeal was meant to convince this earth pony they weren’t changelings in disguise.

“Y-Yes!” Blossomforth stuttered.

“Is that so? Does she mean a lot to you?”

“She… she does. She was with us just after this invasion began… she helped protect us from the stallions on multiple occasions…” The unicorn blushed even deeper. “There’s no doubt in my mind we would have been taken by them if not for her…”

“Interesting…” Suri noted. “It’s clear you owe her a great deal then... If that’s the case, perhaps you should try showing Moondancer how much she means to you…”

The quivering pegasus nodded, nervously turning to the blushing unicorn. Taking a step forward so that their faces were mere inches apart, the pegasus leaned and closed her eyes, planting a small peck on Moondancer’s cheek before withdrawing.

“Wait… seriously…. that’s it?” Moondancer said, dumbfounded. Blossomforth was slightly shocked by the mare’s response, but even more shocked when the unicorn roughly grasped the two sides of her head, jerking her inwards so that their lips met. The eyes of the pegasus shot open wide as the unicorn embraced her and planted a kiss so strong it just screamed: ‘mine!’ The startled mare almost resisted for a moment, but not before relaxing into the kiss and returning every ounce of passion she was met with.

After what seemed like an eternity, the two separated, a thin line of saliva connecting their two lips. To Suri’s delight, two damp spots were practically soaking through their underwear. Moondancer was far too turned on now to stop the ball from moving now.

With a flash of motion the unicorn swooped down, latching onto her lover’s chest, sucking at her nipples in an attempt to arouse her even further. At the same time, grabbing and fondling the other breast, squeezing the soft flesh as if it were her own. The greedy Moondancer didn’t stop there. Her spare hand snuck its way below and between the thighs of the pegasus before pressing a digit along the soaked cloth of the mare’s underwear, causing Blossomforth twitch in excitement.

“Uggg! Stop teasing!” Blossomforth exclaimed with a voice laced with dripping desire before grabbing the unicorn and tackling her to the ground. The two landed on their adjoined floor mattresses, rolling to a stop with Blossomforth on top.

“Oooo,” Suri cooed, savoring every second of the show the two mares were putting on for her. Casually leaning down the back wall of the room as she unfastened her pants, tugging them and her underwear down and kicking them to the side. A hand already beginning to snake it’s way between her thighs.

Blossomforth wasted no time. Grabbing a handful of the unicorn’s wet panties she yanked them straight from the mare’s slender legs, leaving her completely exposed and vulnerable to her coming assaults. Moondancer was already quivering with ecstatic anticipation, so it didn’t help that Blossomforth was prolonging the wait by sensually dragging her tongue along the inside of her spread thighs on her way up.

Once finally reaching her prized destination, Blossomforth’s tongue traveled upwards making extra sure it hit every sensitive pink fold it could manage before stopping just below her clit. The simple flick sent waves of electric pleasure coursing through the mare’s slender form. The pegasus didn’t relent, her tongue flicking expertly across Moondancer’s button, knowing full well each pass of her tongue brought her lover that much closer to a wonderful orgasm. Blossomforth eagerly lapped up every drop of the mares’s taste, her wonderful nectar sliding down with the undeniable taste of sweetness.

Moondancer writhed and bucked her hips in abandon at her assailant. Had she known that Blossomforth was a tongue lash expert, she would have made a move on her a long time ago. Grasping hold of her lover’s head, she pushed her even harder into her wide spread legs.

“Ooooh, don’t stop!!” Moondancer cried amidst the many moans and coos she was making, many of which were adorable. “Fuck me, please! Fuck me harder!”

Blossomforth hardly needed the encouragement. She continued sucking on her slit, attempting to draw out every bit of the mare’s juices she could salvage. She could almost hear Moondancer’s heartbeat spike as the mare started to tense up. Knowing what was about to happen as if she had toyed with this body many times in the past, she dove in at full force, tongue seeking to coax out the mare’s much needed finish.

Moondancer’s mind could take no more. Her dam broke forth as she let out a scream at the top of her lungs. Waves upon waves of mind numbing pleasure crashed through her body like nothing else she had ever experienced in her short life. Her juices came gushing out uncontrollably, splattering onto Blossomforth’s madly smiling and still licking face. Each new lick she granted the mare seeming to prolong her friend and lover’s mind blowing climax which she was promptly rewarded with by another pleasurable splash of juices.

Just as Suri was about to mark off another academy record for longest orgasm, Moondancer finally subsided. Her body ceased its mad twitching before laying back on her mattress, completely and utterly exhausted. Blossomforth at long last ceasing her tongue’s efforts on the mare and withdrawing to admire her work on the breathless mare.

“My my,” Suri cooed in amusement, the naked mare unashamedly rubbing two digits around her own clit as she watched. “You ladies sure were holding in some pent up feelings for each other. I can only imagine how awful that must’ve been… but, I guess you only have me to thank for convincing you to let them out…” She said was a predatory grin. From the pegasus’s marvelous performance alone it was obvious she wasn’t on the list of changeling suspects… although… it’s not like any of them were in the first place, but she thought it would be best if she kept that minor detail to herself for now. “I hope you didn’t tire the poor thing out though! I don’t believe you two are quite done yet…”

Moondancer barely had enough energy to move, let alone believe she had the strength in her to bring her friend to a climax as she had dealt so kindly to her. But that didn’t mean she wasn’t going to at least try!

With trembling arms Moondancer hoisted her back up on the mattress in sitting position. Then, with a sly grin, she unicorn mischievously lit her horn, Blossomforth’s entire body illuminating in a magical hue. Before the surprised pony could react she was dragged in as her legs were forced open wide, ripping the completely drenched panties from her long legs. Their pussies met in the center, pressing and rubbing up against one another.

Blossomforth didn’t want any magical assistance to do what was coming next for her! With every ounce of strength she could muster, she worked her body, dead set on scissoring the unicorn is it was the last thing she did. Every time their bodies mashed together, their minds surged with exhilarating pleasure that coursed through the bodies.

Blossomforth moaned uncontrollably as she slid along Moondancer. She gazed longingly into her partner’s shuttering eyes, knowing full well that their spontaneous excitement of love making today was getting to them both. Even though they weren’t considered in any level of a relationship and were having passionate sex for the mere reason of a stranger’s approval… it all felt undeniable right. Even in Moondancer’s exhausted, pleasure-riddled mind, she could grasp at the far off feeling she had telling her she should have been doing this all along, rather than spending her days cooped up alone with no one but herself to make love to! All of the books she had ever read would never have brought her to as much pleasure as she was feeling right now scissoring this mare!

“Good girls…” Suri cooed, her fingers increasing their frantic circles around her clit, her other hand pressing into her dripping snatch. “Cum for me! Cum harder than you’ve ever came before! Let your old life flow out of you as you embrace your new perfect selves!”

The two mares in a passionate heaven didn’t pause to consider what the earth pony meant, to focused on recklessly grinding their nether lips into each other. Blossomforth hit her peak first, her entire body shaking beneath Moondancer’s as her pupils rolled to the back of her head. She was locked moaning uncontrollable as she released and adorable high pitched squeak as fireworks shot through her mind. Moondancer quickly followed with the second ear piercing scream of the day, the convulsions of her lover’s pink folds jet rocketing her own release. Their sexes gushing out cum, which collided and mixed with each other as they soaked into the mattress below.

Though exhausted, drenched, and horny, Blossomforth managed to pick herself up slightly, before collapsing onto of her mate. The two lover’s bodies intermingling with each other once again as they bathed in their afterglow. Their hands gently rubbing and caressing each other’s bodies as the two locked lips together in another kissing frenzy, albeit, less energetic than before.

Suri watched on, sneering ever wider. In her mind, she thought without a doubt it was obvious these two mares weren’t changelings, heck, she wouldn’t even consider them ponies! They were just sex-starved whores masquerading as normal women, just like all of their friends she abducted before. Not like her though, a lady of grace and stature! There was no shame in pleasuring yourself from time to time, after all. It paled in comparison to spontaneously fucking a mare. Knowing that these horny whores were so willing to spread their legs only served to reassure Suri into complete confidence that her plan to further coax the girls into her clutches would go off without a hitch.

“Well done, girls!” Suri exclaimed, rising from her own damp spot her fingers had managed to bring her after giving the two mares a considerable amount of time to calm down from their afterglow. “I guess maybe I was being a tad paranoid in thinking you might be disguised changelings… I suppose you can stay under my protection here if you wish…”

Moondancer and Blossomforth’s smiles grew ever wider upon hearing the good news. Their long journey had reached its end. They had finally found a safe haven to settle down in, with the added bonus of being talked into truly expressing their feelings for each other. Yep, with safety in one hand and a loving mare in the other, the future was finally starting to look up!

“Of course….” Suri continued ominously, “now that you will both be staying with me… that brings up the certain matter of how you two will be earning your fair share here with me… and my two little helpers that will be taking care of you.” Strutting back over and opening the door, Suri stepped aside as two towering male ponies entered inside. Double Diamond and Party Favor stood, completely naked, arms crossed behind their backs in practiced attention, obviously at the beck and call of Suri.

Blossomforth and Moondancer nearly jumped out of their own skin upon seeing stallions before them! Here! In front of them! In a trapped room while they were all naked! Their hearts began to race again as if they were making love once more. As quickly as they could they scampered to the back corner of the room, dreadfully awaiting the moment the two men would pounce and ravish them against their will.

“Oh relax, girls,” Suri said with a chuckle. “These two lovely men are my subordinates, or, more specifically, your caretakers here. They wouldn’t even dream of hurting us, unlike your previous stallion friends…” She said, fearlessly walking circles around the two men, who calmly stood in place. Double Diamond and Party Favor, however, could only roll their eyes as Suri’s rehearsed and repeated her classic manipulation speech. When not rolling though their eyes did manage to catch a few delicious glimpses of the two new mare’s attractive forms, even Suri was a sight, and it wasn’t often they got to see their boss naked.

“The truth of the matter, girls, is that you simply need stallions in order to protect yourself from other stallions. All my two business partners want in return is a simple payment for their services… isn’t that right, boys?” Suri gleefully asked, flicking Party Favor’s veiny dangling cock so that it swung back and forth like a pendulum, tantalizingly.

“Yes, Ms. Suri,” The two men responded in unison.

The two mares in the corner seemed to relax slightly, realizing the trusted mare’s assurance that these stallions were somehow harmless, plus, the fact that hadn’t forced the three of them to the ground before binding them by now was a good sign to. But, nevertheless, they couldn’t help but feel some slight apprehension to what this mare was suggesting they would have to do if they wanted to earn their place under their protection.

“You…you want us to sleep with these guys in exchange for them keeping us safe?” Moondancer asked nervously.

Suri actually gave a laugh in response to the mare’s question. “Don’t be ridiculous, darling!” Suri chuckled. The two mares breathed a sigh of relief. “When I said payment, I meant I want you two lovely ladies to give yourself to them… as slaves.” Suri paused with a grin as she let her words sink in.

“S-Slaves?!” Moondancer panicked, her mind shooting back to old history tomes with depictions of King Sombra’s twisted city of slaves. Blossomforth appeared to have pictured the same thing, her skin turning white in fear.

“Oh nothing like that!” Suri reassured them. “Pets, is a more accurate term. You two will simply be housed in a cozy cage, fit for a princess if I might add, as my two stallion friends are free to use your bodies in however way they may wish as they tend to your needs, all of your needs. As, of course, they will be owning you…” Suri said with a grin. She even shivered herself at the mysteriously enticing sounding offer, but kept herself composed for the sake of professionalism.

Blossomforth and Moondancer both froze in place upon hearing the mare’s select choice of words. It didn’t seem too far off what they imagined life under King Sombra would be like, and yet, they felt strangely drawn to the notion. The two stallions approached them now, appearing as towering and muscular as ever. The two mares quivering beneath them could only shudder in pleasure as they allowed the men’s hands to separate them and freely grope their bodies.

“You will belong to them as their property…” Suri reiterated, drawing a moan from the two mares. “Your bodies will be used for nothing more than cum dumps for their lust…” Another moan. “You will have no say in any matter, you will obey every command you are given to your fullest, you will be forbidden from wearing even a thread of clothing to conceal your bodies.” As Suri went on, the two mares were drawn more and more into the deal, their arousal levels rocketing out of control. “You won’t even be referred to us as equals… just lowly sluts who should know their place on their knees and beneath a cock…”

“Yes! Yes! Fine!! Just fuck us already!!!” Blossomforth screamed, already diving onto Party Favor’s girthy cock, taking it all the way to its base, wanting nothing more in life than to please this hung stallion she had never met before in her life.

“Good…” Suri cooed, “you won’t regret your decision…” Turning to address the two stallions who were steadily pumping their shafts into their two newest mare’s gaping mouths, Suri said, “Fuck their brains out, boys. I want a strong introduction to their better life…”

~~~~~~~~~ ~~~ ~~~~~~~~~

Rarity could only watch in horror from her 2nd floor window at the lone room Suri and the two stallions had entered in quite a while ago. From the endless assortment of moaning and noises she heard coming from inside, she could only guess that somepony was either being thoroughly fucked, or tortured. Her mind was whizzing at the thought of what Suri could be up to with the mares she had been sent to retrieve.

Then, after a long pause in the volume, the door open once again. To Rarity’s complete bewilderment she spotted Moondancer and Blossomforth emerging, crawling on their hands and knees! Her jaw practically hit the bottom of her cage as the two smiling mares were lead to the gathering of stacked pet cages. The pair of crawling ponies seemed delighted to find all of the same friends they had holed themselves up with at the last location also sharing the same large cages with each other. It was no small comfort knowing they were all safe as well, and had made the same choice as they had. Her friends, amidst other caged mares she had never seen before, cheered as they were stopped at a vacant cage. Double Diamond opened the cage door, the two naked mares happily leaping inside as the door was shut behind them. As the stallion turned the key, locking the two mares within the cage, the two mares gently laid their heads down on to the pillow as they happily snuggled into each other’s arms once again. Rarity’s bafflement was cut short as once again, a now fully clothed Suri reentered her office, smirking wider than before.

“And that’s the last of them!” Suri mocked at the unicorn as she waltzed over to the trash bin located in the corner. Rarity could only watch as the merciless earth pony carelessly dumped the gathered garments that had once belonged to Moondancer and Blossomforth into the already overflowing heap of confiscated clothing from the abducted mares. As if that wasn’t enough, Suri went on to pull a box of matches out of one of the drawers, lighting one, then tossing it into the bin without so much as a second thought. The various assortment of flammable clothing were quickly enveloped. The orange flames spreading rapidly through and across the thin garments like wild fire, until the entire collection was little more than smoldering ash. Rarity could only tremble in rage at the mare’s disrespect to the women she had abducted as the last hopes any of them had of remaining dressed went up in flames…. on top of also being a gigantic fire hazard.

“Every. Single. One. They all agreed to my terms, Rarity,” Suri said turning her taunting gaze towards her adversary. “It’s just like your Ponyville friends I saw. I knew you would only befriend the lowest sluts this world had to offer. It’s really is sad how easy it was to convert them all…”

Ignoring the pony’s latest attempt to once again get under her skin, Rarity could only ask, “Hmph! So you may have managed to convince the girls into behaving as your willing pets. What’s is your so-called plan now?”

“What? Plan?” Suri asked with mock innocence. “Can’t a girl simply gather some slave ponies to protect out of the goodness of her own heart?” Rarity’s squinting gaze told the mare she fell short on her improvised acting lessons.

“Fine…” Suri scoffed. “Well, it is true, I’m not running a charity day care here. A fine mare like me needs to earn her well-being, after all.” Suri strode over a chair, flipping it around facing Rarity, before planting her rump and resting her legs on the table above. “And being the business savvy pony you never were, I discovered I could make a lot more being self-employed, rather than working for every roving gang of stallion’s pocket change.”

“Did you know, Rarity, that there is a large gathering of stallions up in Appleloosa? Why, I’d say every stallion not living under a rock has heard and is already flocking there to consolidate and rebuild Equestria to its former glory. A capital idea, is it not? Gathering the remnants of a broken society and coming together so we might work together once again and live in harmony after the changeling attack. Of course… since there is a different male group in charge compared to Celestia and Luna’s rule, mare’s rights have taken a bit of a hit… as in considered lower than farm animal… But it does help attract the boys! They are bringing their mares along for the ride, whether they like it or not. But even with that and all the slavers bringing in new captured mares, there remains an absurdly large shortage of female holes there to be used, which undoubtedly means, unlike a farm animal, that the price of a mare is through the roof….”

Rarity let loose an audible gulp. She definitely did not like where this was going…

“Ah, is it finally dawning on you, Rarity? That’s right… you, and all of your mare friends down there are going to be shipped and sold to the rapists of New Appleloosa…..”

Newest Additions (Part 3)

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“Ohhhhh, now that hit the spot!” Chrysalis cooed, falling backwards onto her bed. Her naked form covered in droplets of sweat from head to toe as she struggled to catch her breath. An equally sweaty and exhausted Indigo Zap collapsing soon after next to her. Two thick trails of potent white cum came gushing out from their cunts, soaking into the bed sheets below. Not wanting any of the precious love to go to waste, Chrysalis lit her horn, levitating the excess baby batter flowing from Indigo Zap’s pussy into her gaping maw, licking her lips, savoring the tasty mixture of cum and pegasus juice as they slid down her throat and settled into her stomach. Not wanting to be selfish, she repeated the same process for herself into Indigo Zap’s mouth. The pegasus planting a quick kiss of thanks of her cheek after the gift had been fully swallowed. “Keep fucking us like that, stallion, and I’m afraid I might actually start growing to like you…”

Jet Set grinned in accomplishment, having received the closest thing to a compliment the changeling queen gave. “Well the way my two little pets have been so well behaved lately… I thought you both deserved a little treat…”

“Hehe, you’re to kind to us, master!” Indigo Zap purred, mashing her breasts together.

“He is, isn’t he?” Chrysalis said with a smile. With that, the greedy little changeling queen rose from her position, swinging her legs off the edge of the bed and catching Jet Set just as he hopped off.

“Ah ah ah!” She scolded playfully. “I believe my big bad master still has a few drops of liquid love left to coax out!” Jet Set grinned as the mischievous changeling’s hand pumped her hand along his length, seeking to draw every drop of cum out as per usual.

All of a sudden, Neon Lights burst into the hive’s royal chambers, loudly disrupting the entire scene.

“Bad news, guys!” He exclaimed, out of breath suggesting that he ran here urgently. “T-That holdout of ponies we sent those two mares to convince over to our side… scouts reported… s-something happened… they don’t know what… but everypony is missing from the area! The place is empty now! They checked thoroughly!”

Jet Set turned white. Not from the news itself… but from the realization that the changeling queen’s hand, still wrapped rather firmly around the base of his dick, had stopped moving completely.

“Interesting…” Chrysalis spoke, remaining perfectly still, not turning her gaze to meet Neon Light. “Master, darling~… You wouldn’t, by any chance, happen to know what came about the two mares, that mean oh so much to me, after you sent them on your fool’s mission to one of the most dangerous, inhospitable locations on the map… would you?” Her grip around his shaft grew even tighter.

“Ummm, didn’t you hear me, Chrysalis?” Neon Lights replied from the chamber’s entrance. “I said no one knows where any of them went. They could be dead for all we know!”

Jet Set’s upper and lower heads looked as though they were turning purple as Chrysalis squeezed harder on his cock.

“Hmmmm, dead you say? Well…. isn’t that just a wonderful speculation, master?” Chrysalis sneered, now looking up meet Jet Set’s fearful gaze as she furiously barred her teeth.

“Well we can’t really be sure…” Neon Lights shrugged, still completely oblivious to Chrysalis’s tone that reeked of repressed anger. “I suppose if the stallions got to them they could have been raped…. then killed. Actually, on second thought, what am I saying? Why would they kill them? They would probably just keep the mares alive and rape them continuously on an hourly basis as they subject them to degrading humiliation and sexual torture against their will. Oh man! Could you imagine them getting knocked up like that?”

Jet Set swore he saw his entire life flash before his eyes as the death grip around his cock somehow grew tighter. With every ounce of strength he could muster, he quickly rose a shaking hand into the air… flipping Neon Lights off.

~~~~~~~~~ ~~~ ~~~~~~~~~

Suri was on top of the world as she merrily skipped through the maze of pony cages she had made. From both sides of her lay her prized mare possessions, all of which she had personally worked with at one point in time to see if they could be kindly convinced to live life in a cage. The content mares arose from the morning slumber, knowing full well their beloved owner was coming with food.

“Feeding time!” Suri announced to the warehouse, loudly rapping on the metal side of one of the cages to awaken any other lazily napping mares. Most of the women were already at the front of their cages, hungry and eager for substance and attention from the mare. Reaching into the sack she carried, Suri pulled out a loaf of bread, tossing it inside the hole to the first cage in the row, then another for the other mare that shared the cell with her.

“There you are, Rosemary and Sweet Biscuit! Eat up and don’t be afraid to ask for more!” The two mares happily complied as Suri stepped over to the next adjacent cage. “And some bread for you, Deep Blue, Peachy Cream, Spring Fresh, Silver Spanner… oh and don’t think I forgot about you, Sea Swirl!” The fashion pony said as she lovingly patted the mare’s head through the cage. As Suri went about feeding her captive pets, Party Favor walked to the back of the line of cages, tossing in two extra-large loafs of bread where Sugar Belle and Night Glider lay.

“H-How are you girls, doing?” Party Favor asked, his tone filled with apprehension.

“Nope!” Sugar Belle simply said. “Cock first.”

Party Favor gave a sigh as he fished his hardened member from his pants, inserting it into the hole on the front the cage as Sugar Belle began to suck away with enthusiasm, completely ignoring her food.

“She means we’re doing fine…” Night Glider replied, with a roll of her eyes at her cage mate’s antics, grabbing her share of bread and biting into it.

“You two sure? I bet Double Diamond and I could talk Suri into letting you girls sleep… I don’t know… outside of a cage meant for extra-large pets?” Both Night Glider and Sugar Belle gave a pleasurable shudder at the mention of the p-word before profusely shaking their heads, Sugar Belle doing so while still happily performing her blow job.

“Not a chance, silly!” Night Glider giggled playfully. “We belong in here…after all…” she added with a growing sedative smirk on the corners of her mouth. “Who knows what wild animals like us would do if we got free? Mmmm, I certainly couldn’t imagine you two boys seeing the light of day again… what with forty or so mares piled on top of you…”

The mental image of so many sexually charged naked writhing mares on top of his cock gave Party Favor a pleasurable pause. So many holes to fill, all from moaning women who wanted nothing more than his sweet frothy release, willingly debasing themselves to the darkest degree as per his every order… Before he knew it, the thought of such a notion sent him over the edge. His cock firing off precious rivers of cum into Sugar Belle’s working mouth. The mare softly moaned, pressing her head even harder against the edge of the cage as she swallowed the entire payload. The mare gave a quick thumbs up to Night Glider behind her, thanking her for the assist as mares from other cages looked on with jealously. After a full twenty seconds of cum, the stallion’s gooey stream slowed to an end. The mare reluctantly withdrew from the stallion’s base, lips popping off the mushroom head before dealing it a quick loving kiss.

“Thank you, master,” Sugar Belle cooed before her head was abruptly grabbed and turned to Night Glider. The pegasus wasting no time French kissing her tongue into Sugar Belle’s mouth, hopefully seeking out any precious of cum residue the greedy mare hadn’t swallowed for herself.

“Uh… umm… you’re welcome?” Party Favor replied, confused as always. As much as he wanted to paint his friend’s new behavior as weird, his dick wouldn’t let him. But in the end he figured, if they were happy, he was happy… even if that meant watching them live like a pack of animals.

Before the stallion could push his member back into his pants, his legs were grabbed from a nearby mare reaching out of the cage, pulling and turning him so his cock flew straight through the opening. The virile Party Favor gave another exasperated sigh as the same process began to repeat itself, the mare behind his current looking like she was next in line too. Even Double Diamond down the row of cages was seemingly getting roped into the same treatment. Other mares waiting in their cages for their turn had already started playing with themselves, or with the mares that shared their pens. Kissing, sucking, fingering, or groping, as always, all without the faintest hint of shame and on full display for any potential on lookers.

Party Favor was slowly coming to the realization that perhaps the mental images Night Glider had placed into his head weren’t as far-fetched as he thought they might be.

~~~~~~~~~ ~~~ ~~~~~~~~~

“Enjoying the show?” Suri called out, entering the upper floor office and swiftly locking the door behind her. “You’ll be amazed how long they’ll be like that...”

Rarity could only stare at the escalating scene of perversion as it progressed downstairs. As much as she would have loved to join them, she had other more urgent matters to worry about! She was completely powerless to inform the mares of their coming fates! That they were playing directly into Suri’s plan! A loud rap from the front of her cage drew her attention away from the window.

“I haven’t forgotten about my prize winning pet now!” Suri mocked the fuming caged and nude unicorn on the counter top, dangling the final and stalest looking loaf of bread just out of Rarity’s reach.

“You hungry, girl? You want it? You want it? Hmm? Hmm? Hmm?” Suri asked, patting her knees as if to gesture a dog over.

“I would very much like to be fed, yes,” Rarity replied plainly, not willing to give her captor the satisfaction of her anger on full display. As much as she would have loved to kindly inform Suri to fornicate herself, she couldn’t deny she was going through cum withdraw… or just hunger, as they referred to it in the hive.

“If you want it you’ll have to do one thing for me…”

“Oh?”

“It’s simple. Admit that you are a lowly slut. I’ve seen how you walked and carried yourself before all this, Rarity. Oh sure, you loved to pretend you were some high class mare fit for a prince, but in truth, we all knew you were just another cock hungry slut in some fancy dresses. Come on. Admit it!”

“I am a slut,” Rarity said.

“HA! I knew it,” Suri cackled, carelessly tossing the stale bread into the cage hole as she joyfully savored in her triumph. Rarity scooped up the food before turning meet Suri’s gaze once more.

“…..and I am also a whore, a cum dump, and a cock slave who eagerly parts her legs at the mere sight of her master’s cock… You see, Suri, contrarily to what you believe, there is no shame in any of that. Any proper mare should be happy to be bestowed with such prestigious titles and it would be silly for you to think otherwise. The only pony who should be ashamed at what they are doing here, is you, Suri.”

The evil cackling of the earth pony quickly came to a stop, the mare turning a puzzled and confused look towards the fashionista.

“Ha…. Seriously?” Suri asked hesitantly. “Are you really that brain damaged or something, Rarity?” Despite her question, the unicorn fashionista sat there, crossed arms and looking adamant about her position, not the smallest hint of joking on her face.

“I most certainly am not! You realize what you are doing, right? Abusing a mare’s natural submissive nature to lull them into a false sense of security before selling them into sexual slavery for a growing town of crazed rapists? You can’t honestly believe a women spreading her legs comes remotely close to as despicable of a thing as you are doing!

It was Suri’s turn to smirk now, with the faintest hint of anger… “Actually, it kinda is…”

“What? H-How?” The flabbergast Rarity asked.

“You really have no clue, do you? That there’s a reason I’m selling you all to Appleloosa, or more importantly, why stallions suddenly decided to treat you mares as sub-class ponies after the invasion?”

“What reason could you have beyond lining your own pockets? Or petty revenge on me?”

“Look….” Suri sighed. “At the end of the day, you all belong to me. So, I’m allowed to do whatever I want with you.” Rarity was taken aback. While technically true, it was obviously morally wrong.

“Suri please…” Rarity now pleaded from her cage. “Look at those mares down there! T-They are love you for what you’ve done to them. Before you came along, they were sad and depressed, even lonely! But you managed to turn that all around despite living in the middle of a dangerous ghost town after the end of the world! Do you really want to throw away all of those friendships… just for some useless bits? Some things are more important in life than money!”

Somehow her words managed to strike a meaningful cord in Suri, who absentmindedly took a moment to gaze at onto the warehouse floor below. Her eyes drifting over every bare pony who would gladly refer to her as a friend… The briefest hint of regret crossed her face.

But as quickly as it came, the moment vanished as Suri whipped back around to face Rarity. “HA! Like I care what some random dumb whores think of me! And besides, you all deserve this fate for being whores in the first place!”

“What?!” Rarity responded, confused again how Suri somehow thought them being sexually charged with such an awful thing. “Explain yourself!”

“All right, fine. The truth then…” Suri spoke slowly.

“Like I said… there’s a reason I’m selling you to the stallions and to Appleloosa, and it’s beyond merely bits. I might as well tell you, seeing how this is our last day together…” Rarity’s heart skipped a beat, as Suri began her tale.

“You see… when the changelings invaded Equestria, they took mares, and only mares into their clutches. Appleloosa was no different of a target, full to the brim of busty unsuspecting mares and empty wombs. Well… the changelings came, and the town fought them… with apple pies… though I’m really hoping I heard that part wrong. Anyway, they lost, of course, to the all-powerful changelings, who were hooped up high on love from other towns they had attacked before. The changelings, seemingly with a sense of humor, hog tied every stallion’s arms and legs together before leaving them scattered across town. The mares however… they simply gathered in the center. The men of the town could only look on… dreading what these creatures had planned for the women, knowing full well they were powerless to stop them. But… to their shock, none of them could have predicted what came next. Mares everywhere, hot and aroused, began stripping off their clothes, flinging them to the sides. Underwear too came off, if not by their hands it was from the changelings themselves who they willing allowed to strip them nude! It wasn’t long before all of the women in town were either on the ground or on their knees, willingly and passionately fucking the enemy who had invaded their home not an hour ago…” Rarity listened on, finding the mare’s words to be truthful as they sounded rather similar to events that have transpired when Ponyville was invaded.

You realize what that means right?! Wives! Girlfriends! Hopeful eventual lovers! All those mares throwing those titles away as they threw themselves onto the cocks of creatures they had never even met before! All while their male partners could do nothing. The stallions could only watch as the changelings thrust their meat into what they had thought were their mates, how the mare’s stomachs bloated outwards as they were filled with turrets of changeling cum, how they let out pleasurable screams to let the entire town know they weren’t ashamed in what they were doing, and how the entire ordeal lasted throughout the night, the bonfire of the mare’s discarded clothing keeping them well lit. They weren’t even given the chance to ask why as the mares were teleported away once the changelings were done having their way with the women.

Rarity was truly speechless. She didn’t recall her invasion in Ponyville like that all! It was a beautiful event! One where the changelings came in whisked them off to a life of endless pleasure and comfort!

“Well… with their, heh ‘lovers’, gone the stallions of Appleloosa had plenty of time to think for themselves. I can’t blame them for looking at the rest of the mares who evaded capture with pure distain, knowing what lustful feeling they hid beneath them. And it wasn’t long before that message spread to all the other males in Equestria, meeting similar experiences. All of those relationships they had worked so hard to make… only to discover they were all a bunch of mindless sluts all along. So… they quickly resolved to treat them as what they saw them for then on… A lowly pile of whorish fuck meat who deserve nothing more than the cock between a stallion’s legs, whether they like it or not… Heh, ironically things would have turned out better for you if the changelings had just raped those mares they captured.

“No… NO!” Rarity exclaimed. “T-That may have happened… b-but…. there’s more to it than that! You can’t seriously agree with their deduction, Suri! You’re a mare too!”

“I am, but that doesn’t mean I share the same shameful desires as you whores!” Suri replied angrily. “The fact of the matter is, the changelings only invaded Equestria because they knew mares like you would so willingly accept them into their cunts! The entire end of the world is on your heads because mares like you couldn’t keep your hormones in check! Ask yourself, are the stallions really the bad guys here? Or are you? As far as I’m concerned, you all deserve to be sold to them! It’s the least I can do to make up for my gender’s failures.”

Rarity was shaking to the bone, knowing full well Suri had a valid point of concern. She couldn’t help but imagine all the mares that had willing accepted their place in the hive. How many colt-friends they had left behind? How many husbands?

“The way I see it, everypony wins! You girls love sex. You’re begging for it now, and you’ll all be getting plenty of it and more in Appleloosa.”

“Suri, y-you can’t honestly believe that!” Rarity stuttered. “We may like sex… but only from a kind master who is willing to love and care for us! Not some brutish thug who will use and abuse our bodies for his own pleasure alone, before discarding us for bits against our will! The submissive life style must be one chosen willingly, not something that’s forced upon us!”

Suri simply shrugged. “It doesn’t really matter what I think anymore. The boat that’ll be shipping you all of to your new lives should be arriving in a few hours. Nothing I can do to stop it now.” Suri said with an evil grin. Frantically, Rarity looked around, desperate for an argument to throw back at the earth pony.

“Double Diamond and Party Favor!” Rarity exclaimed, spotting the two stallions down below. “They can’t possibly be going along with this plan! They’re nice ponies! They are even treating the mares downstairs properly like gentleponies!”

“Heh, those two limp-dick losers?” Suri scoffed. “They have no idea what I have planned for their friends. They just think I’m some crazy mare who has a kink for collecting and treating other mares as pets. They don’t really have a choice in following me, seeing how I tricked the slutty mares of their town over to me. But as far as I’m concerned, even life in a cage is more exciting than that dusty old town they lived in before the abandoned it once they heard the changelings were coming… Don’t get me wrong. I’m thankful for their help. A mare can own another mare simply enough, though it is much easier with a cock... But really, any stallion not willing to rape you filthy whores doesn’t deserve to have you.”

Rarity was out of options. “Suri, please! Don’t do this!” Rarity begged.

“Remember those words I told you so long ago, Rarity? What was it? Oh! That’s right. It’s every mare for herself in this city. You lost. Now why do you be a good little slut and take the punishment you deserve….”

~~~~~~~~~ ~~~ ~~~~~~~~~

Suri was humming a merry tune down on the warehouse floor again. She had every reason to be happy, did she not? The sun was shining, the streets of Manehattan were clear, and even better, another helpless mare looking for protection had stumbled her way to the warehouse. If there was nothing more Suri loved more in her line of work, it was breaking in new mares and revealing their true selves. Of course, she didn’t dare tell anypony else that.

“Well Roseluck, you most certainly are not a changeling! Mmmm, in fact between you and me, I don’t actually recall any mare passing her test so… enthusiastically… before” Suri chimed happily, leading the crawling mare to an empty cage. Clicking the key in and turning it open, Suri ushered the mare inside with a pat on the rump. “In you go!” The cage door creaked shut as Suri grinned, locking the mare inside. “I actually have a personal pet of my own with that very same collar around her neck… it’s very fitting, I might add. Looks great on you...”

Roseluck raised an unseen curious eyebrow at the fashionista’s comment before curling up in the mattress beneath her, calmly settling in for a casual rest.

“Actually, you’re in luck!” Suri said, slightly giggling at her play on words. “You made it just in time for lunch!” Reaching into another deep sack she pulled out another loaf of bread, throwing it inside the cage where it hit Roseluck in the face before dropping to the cage’s floor. Suri didn’t notice, however, to busy walking along the line of cages tossing more food inside like before.

“Eat it all up, girls! I don’t want to see a single crumb of waste left in your cages. Moondancer and Blossomforth! Hold off on that lovely tongue lashing of yours until you’ve eaten lunch! A girl can’t properly cum if she doesn’t have a thing in her stomach!” One by one the mare reluctantly obeyed their mistress, pausing their erotic activates to eat. After Suri had finished tossing the final loaf of bread to the last mare she walked over to Party Favor, who had once again been roped into sticking his dick into the cage hole for a quick blow job.

“You too, boys,” Suri said sweetly, adding a quick kiss to the stallion’s cheek. “I got a little something special for you two waiting on your table. That’s an order!” The two stallions simply looked at each other and shrugged, pulling their throbbing members from the now pouting caged mares. A quick stern look from their mistress had them munching away at their food in no time.

~~~~~~~~~ ~~~ ~~~~~~~~~

“Listen…” Double Diamond said, casually eating the hot oats Suri had left for them.

“Yeah?” Party Favor replied, doing the same.

“Has Suri seemed a tad… suspicious…. to you lately?”

“Suspicious how?”

“Well, you know… she’s been acting all gleeful as of late. And she keeps collecting more mares to watch over. She should know we can’t keep feeding them all like this forever! This abandoned city is going to run out of food one of these days! Whenever I try to bring it up to her, she just smiles and waves me off. Telling me not to worry about it, but never explaining why!”

“Shesh man, you worry too much. Look at many mares she’s protecting and how long she’s been doing it. Obviously her heart is in the right place and she knows what she’s doing.” Party Favor responded. “Maybe she has some outside help from other ponies she’s never mentioned who bring in spare food!”

“I…I guess… Maybe you’re right.”

“Of course I am. But now that we have that out of the way, I gotta ask… Did those oats taste different to you too?”

“Different how?”

“Um, being the well-renowned oats aficionado that I am, I’ve tasted them, and I can tell you there was more in here than just oats. A secret seasoning perhaps? Or a long held family secret recipe? She really is too kind to us…”

Double Diamond exchanged glances between Party Favor and their two completely consumed bowl of oats Suri had left them. His body slowly turning whiter as a new startling suspicion began to surface…

“No…. no…” Double Diamond exclaimed, every cell in his body in full panic mode now as her jumped from his chair and ran outside the warehouse. “Nonononononononono! NO!!!!”

The sunny sun had vanished, thick clouds gathered overhead. His worst fears were realized as he spotted a ship sailing in from the Manehattan bay, without a doubt, pointed directly in the direction of where their warehouse…

“………That heartless bitc-“ Double Diamond collapsed onto the floor, completely and utterly knocked out as the drug took over.

~~~~~~~~~ ~~~ ~~~~~~~~~

With a stomp, four pairs of feet crashed down onto the Manehattan dock, having anchored their ship mere moments before. The set of muscular stallions soon made their way to the warehouse, giving a slight deep chuckle to the unconscious stallion who lay face down in the concrete, which served to tell them they were in the right place. Swinging open the wide doors of the building, the leader of the pack, a gruff looking unicorn stallion, couldn’t help but stare in glory at his prize. Located on the other wall lay his bounty, a total of forty-six caged and naked mares. All of which slept soundly from a drug induced sleep, without a doubt, waiting for them to carry them off to their new lives.

“What a beautiful catch… can’t wait to get a taste of the merchandise….” He said with a sneer before motioning his men towards the maze of cages. The three behind him nodded with evil grins themselves, running past him.

Grabbing the keys, they approached the first in the long line, unlocking and opening the cage door. As one of the stallions scooped out a limp sleeping unicorn mare in his strong arms, the others came up to his side. With a length of rope they tightly bound the mare’s ankles together before folding the mare into the fetal position, following that up by bringing her wrists together behind her knees and binding them together with a longer length of rope. With the first mare securely restrained, shaped like a ball, the unicorn boss lit his horn, levitating a few dozen large brief case looking containers out from their boat on the dock. Sized to appear as large as a bag of luggage one might take with them on vacation. The workers strapped a quick ball gag into the helpless mare’s mouth before finishing with a quick inhibitor ring around her horn.

As one of the brief cases hit the ground it popped open, revealing a black padded foam interior, unsurprisingly carved out with the shape of a pony. The stallion placed the innocently sleeping and bound mare into the case, her curled-up body fitting to the exact contour of the carved shape. With a sadistic grin, the man closed the case shut. A lone click indicating to the group that it was firmly locked shut, trapping the mare inside. The other stallions got to work, binding and securely the other sleeping mares into the same cases as the boss personally hauled the first outside and onto the boat using a single arm.

“Don’t worry, girl…” The unicorn said with a chuckle as he stowed the case down in the ship’s cargo hold. “We’ll find you a good owner to take care of you…… or not!” He said with a laugh to the still unconscious mare sleeping within before walking back to the warehouse to get the rest.

~~~~~~~~~ ~~~ ~~~~~~~~~

Suri and Rarity watched the entire scene playout from their office above. All hope was seemingly drained from the unicorn fashionista’s spirit as each brief case containing a bound mare, ready for sale, slammed shut. She wasn’t an idiot. She knew the mares would have no way of escaping from inside such things. Unless they were some sort of magical escape artist that could use magic without her horn. Once that lid closed shut on them it was over! The next time the girls would see the light of day, they would be in Appleloosa, as nothing more than some stallion’s worthless plaything!

Even if she could somehow convince Suri to let her out of this cage, there would be no way she would be able to fight off the four stallions alone! But she had to try something! A quick glance to Suri revealed the mare no longer held her sadistic smile, but rather seemed concerned.

“Suri, look at the way they treat them! Shoving us inside sizable brief cases like we’re just their merchandise! We’re nothing more than objects to them! Is this what you wanted?”

“I….I….” Suri was once again at a loss of words. This is what she wanted all along, wasn’t it? To sell the sluts off to the stallions, right? But now that she was finally seeing it in person… and how they treated the mares… her mares… she couldn’t help but second guess her motives…

“I know you’re angry at us, Suri! But this isn’t the way to fix things! This is only going to make the world worse! You’re not teaching us a lesson! You’re just enabling their cycle of hatred in us! You’ve cared for these mares for weeks! Can you honestly say you care nothing about their well-being?”

Reaching a hand through the hole in her cage door, Rarity held an open palm for Suri to take.

“Please….Suri… do the right thing! Call off this horrendous deal! Don’t let them go through with this!”

Suri looked between Rarity’s outstretched hand, to the begging unicorn’s face. Pausing for a long moment.

“…..No, you know what? No!” Suri exclaimed, roughly grabbing the unicorn’s hand. “It’s your fault we all have to live like this now! It’s your fault my gender is looked at and treated like nothing more than a fuckable farm animal! You deserve this!!” Suri practically shouted, pulling out an injector from a nearby cabinet and shooting the drug directly into Rarity’s arm. The unicorn didn’t struggle, she kept her pleading eyes on Suri the entire time as her rapidly beating heart carried the drug quicker through her system. The pair remained motionless until the unicorn’s eyes slowly slid shut into a deep slumber, before Suri pushed her back onto the cage’s mattress.

“.....For what it’s worth, Rarity… I’m sorry...”

~~~~~~~~~ ~~~ ~~~~~~~~~

Suri stomped downstairs where the group of stallions were busy packing the remaining mares into their cases and carrying them onto the boat outside. Spotting the fashionista the unicorn boss smiled and walked over to greet her.

“There she is! There’s the mare of the hour! Haha!” He exclaimed, proudly patting Suri on the back. Suri attempted to give a smile in return, but it came out weak and conflicted, not that the stallion noticed. “You know I had my doubts about this deal you set up, but I gotta say, you came through for us! More than we could have hoped! You and I are going to be very rich ponies, my friend!”

“Heh… great,” Suri sighed.

“Yep! Them mares are worth a few thousand bits a head. Serious money!” The unicorn chimed happily. He watched as his men fished out a slumbering pegasus from her cage, the three of them taking a break to marvel at this mare’s strange ability to bend back and forth as if she hadn’t the faintest hint of a spine in her back. “Hey! Back to work!” He shouted.

“Heh… that’s Blossomforth,” Suri chimed in, giving a small smile. “She… she always has the biggest smile on her face when I come to fed her….”

“The fuck?! Who gives a rat’s ass about what their names are? Their owners will call them whatever the fuck they want to call them!”

“Ummmmm, ok... B-but… they’ll survive at least? You said Appleloosa is a thriving town now, isn’t it?”

“Yeah… for stallions it is. Heh, and who knows. With all the things we force these girls into doing… I sure as heck know I wouldn’t survive in such a place for long if I was a chick…”

Suri began to sweat now, biting her lips as well as her eyes darting back and forth before settling on the workers. They easily jammed Blossomforth in her own brief case, locking her inside. As Blossomforth was being carried off to the boat, they were already reaching for Moondancer’s prone form.

“Wait….” Suri spoke up, drawing the attention of the unicorn boss. “Put them back.”

“WHAT?!”

“You heard me… Return the mares to their cages and leave... I need some time to rethink our deal.”

“You’re kidding, right? Is this some kind of joke? We spent days traveling to this god forsaken city for this! We’re not leaving this place empty handed!”

“Well that’s just tough luck! But I’m putting my foot down on the matter!” Suri exclaimed, turning to the unicorn boss and staring him directly in the eye. “Bring them back! NOW!”

With a starling unexpected force moving faster than she could have seen, a calloused hand swung around, a hard and cold slap landing directly on Suri’s cheek. The mare recoiled horribly from not only shock of the attack, but pain as she stumbled to the floor, the wind knocked out of her lungs. Her vision was a daze as the world seemed to spin around her, coupled by a burning hot sensation left on her cheek. The stallion slowly approached the mare on the ground, cracking his knuckles as he looked down onto her.

“So…. this is what I get for my generosity? Huh? Working with a lowly mare… and at the last minute she tries to screw us all over. I knew there was a reason things like you were only meant to be our fuck slaves. Well… serves me right for attempting to keep an open mind…”

The unicorn signaled for the other three men, who had just finished loading Moondancer onto the boat. The trio came running over as Suri weakly attempted to crawl away on her arms. Her mind running a mile a minute attempting to come to terms with everything that was happening through the pain.

“I just want you to know, mare, that I was perfectly willing to split the profits from our sale with you. But if you are so insistent on us taking the full cut, plus a certain extra sex slave, I’m afraid me and the boys have no choice but to accept your kind offer… Of course, after my men have had their fun breaking in a bitch who doesn’t know her place in the world…” With that, the unicorn snapped and pointed his finger to Suri, the trio of stallions sneering as they approached the trembling mare.

“NO!!!” Suri yelled at the top of her lungs as the stallion’s hands came raining down on her. Grasping ahold her priceless top and violently ripping it from her body as if it were nothing more than paper. Her many attempts to squirm out of their grasp seemingly accomplishing nothing as the men repeated the same process with her skirt, tearing the fabric from her legs and utterly ruining the garment in the process

“Please stop!!” Suri cried out, tears starting to fall across her cheeks now as she watched helplessly from below as the men gazed with mad lust at her mere underwear clad body. Grasping her bra with all her might proved to be ineffective against their strength as it too was literally torn from her body. Another stallion taking impish glee as he pulled the panties from the mare’s squirming legs, stuffing them in his pocket for later. “Pleaseeeee! Just leave me alone!!! I’m sorry!!!!” Suri was bawling now, tears streaming in full force down her face and onto the concrete ground below. Unfortunately, it only served to motivate the crazed stallions on further, who held her arms and legs out as her now completely exposed form was theirs to gawk at.

“Help! Somebody! Plea-!!! Before Suri could cry out again, another hard slap landed to her cheek. The now crying and shaking mare lay silent as the men fished their hardened throbbing members from their pants. The size of which seeming as though any one of them could split her in half. From the looks they gave her holes it was obvious they weren’t going to be the least bit gentle… or be taking turns…

“Hah… pathetic…” The boss stallion could be heard saying from the sidelines. “A few slaps and the bitch is already on the ground begging for mercy. She hasn’t experienced anything yet. Take your time with her, boys! Show her what it’s like to be a proper female! We aren’t in any hurry here after all! Heheh. And like we always say! Might makes right!” He finished, levitating over another open black brief case, setting it down besides the group, as if to remind the mare of her new cramped home that awaited her.

The three stallions laughed in agreement and at the poor mare’s weak attempts to desperately crawl away before dragging her back with their magic and repeating the same process. Never in Suri’s life did she feel as scared and weak as she did now. So helplessly afraid, powerless to stop what she knew was coming… Her heart starting to ache in sorrow as part of herself just wanted to go limp and get it over with, the other part wanting the entire world to swallow her up. She didn’t even know if she would survive the ordeal! She was at the complete mercy of these men’s desires! And no one would care if she simply vanished from the face of the planet! Another slap to her face, harder than the rest, broke the mare’s concentration, bringing new tears raining down from her cheeks as she pleaded with the men for forgiveness. The only thing she could do…

But as that scene played out, the head unicorn spotted somepony over by the wall of the warehouse, watching them. Alone and unmoving, she simply watched everything as it happened.

“Awwww, what do we have here?” He announced, approaching the lone naked and collared mare with a distinctive rose cutie mark on her rump. “Little mare didn’t take enough of her night-night drug and woke up early? Heh… I can’t blame you for wanting a good look of the action, but why don’t you be a good little mare and wander back to your cage and wait for us to finish up here, hmmm?”

The mare just stared with unblinking eyes at the three workers on an endless gleeful spree of abusing Suri. After a moment, she turned to the unicorn and spoke.

“You aren’t very nice stallions… are you?”

“Oh ho ho! Looks like we got ourselves a back talker! Well… I think we know how to deal with your kind…” The brawny stallion snickered. He turned, appearing for a moment as though he was about to walk away from the mare, but then abruptly swung around, his backhand landing directly on the mare’s cheek. The loud sound of the impact echoing throughout the warehouse. Bullseye!

Except…….… the mare’s face hadn’t budged a single inch from the blow… and on top of that… his hand hurt now… a lot!”

“AAAA! The fuck!?!” The unicorn stallion screamed, clutching his hand in pain. It felt like he had just tried to slap a brick wall. The mare didn’t respond, she was just staring at him now, with dark soul crushing eyes…

“You little fucking bitch!!” He shouted in rage, this time going for a more direct approach, aiming a punch with his good hand directly at the mare’s stomach. His hardened fist hit its target true and… it hurt like hell once again at the moment of impact. “DAMMIT!” The stallion screamed in pure agony now, clutching his hands. Before he could react more, the mare’s slender hand found its way around his neck, grasping it in a vice-like grip as she hoisted him off the ground as though he weighed no more than a pencil. The unicorn struggled in the mare’s grasp helplessly, trying, in vain, to dislodge himself from her grasp. All the while firing deadly magical bolts of energy from his horn that bounced off the mare’s body harmlessly. As he flailed in her grasp, his eyes caught the distinctive sight he had missed of the cage this mare had once occupied. The door of the cage appeared to have been punched clean off its hinges!

“It’s funny you say that…” The mare spoke in a completely differently tone… A dark, ominous, and angry voice, not fitting at all for a cute looking mare like her! “Because I know exactly how to deal with stallions such as yourselves….” She said, dragging the helpless stallion by the neck as she approached the others, finally gaining the attention of the three workers that stood above the now curled up form of Suri Polomare, their members poised and ready to fuck mere inches away from her two lower entrances. The stallions quickly paused their rape and leapt to their feet, preparing to fight the mare approaching them.

“Oh yes….I have something extra special in mind for cretins like you….” Before the trio of stallions could jump at the approaching mare, their heads were encompassed by a strong green glow. Without the faintest hint or warning, their heads were abruptly slammed downwards into the hard concrete ground. They were out like a light in an instant. Their entire world faded into darkness….

Newest Additions (Part 4)

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“I’ll call,” a brown stallion said, throwing some plastic chips onto the wooden table. The other three men seated at the table took another look at their cards, focusing their efforts on maintaining a level poker face.

“Call…” Another one mumbled, more plastic chips were thrown into the center of the table.

And then there was Rarity, standing next to the group of stallions. She didn’t know how she arrived in the room or what she was doing there, all she knew was that she was butt naked. Instinctively, her hands shot to cover her breasts and nether region as a sudden feeling of dreadful vulnerability washed over her. However… to her surprise, the stallions paid her no mind. They simply continued musing over their card game, as if the unicorn mare was invisible to them…

“Um… h-hello?” Rarity squeaked, still no response from the men. Relaxing a tad, the fashionista returned her arms to her sides.

Where am I? How in Equestria did I end up here?

Rarity looked around. She was standing in what appeared to be a wooden cabin, striking similar to the ones she had come to know during her pleasant stay in Appleloosa a few years ago. Various decorations from apples, to pictures of apples adorned the room, along with a cherry or two. However, something immediately caught the perceptive eye of the unicorn, and it was also stark naked, laying alone in the corner of the room…

“Twilight!” Rarity said with mixed emotions, rushing over to where the purple alicorn lay. She was curled up like a dog and napping on a round cushion, by the looks of which appeared far too small for any mare’s size.

“Twilight, dear, what is going on here? Where are we?” Rarity asked, however, once again, her friend did not reply.

“How curious…” Rarity could only muse. As soon as she spoke, the purple mare seem to awaken, softly yawning with a cute mew. Rarity could spot a hopeful spark in her friends eyes as they passed over her completely, settling on the group of stallions seated at the table in the center of the room. With a quick smile and lick of her lips, the alicorn rose to her hands and knees, starting to crawl over to where the men sat. Rarity’s eyes naturally flew to following her friend’s swaying tits beneath her, or the slick wetness between her bare legs indicating her friend was incredibly horny, but the unicorn shook her head to focus.

“So… she belongs to one of those stallions? Well, stallion pet owners aren’t unheard of… I-I’m sure these fine men have done plenty to earn the privilege of owning such a magnificent lady like Twilight…” Rarity thought out loud.

The softly cooing Twilight crawled under the table and between one of the stallion’s legs. Her mouth was practically drooling as her hands worked quickly to unfasten the belts and fastenings of the trousers that held her much desired prize within it.

“Ugggg! Get off me you filthy whore!” The stallion from above spoke in annoyance. His horn ignited for a brief moment, enveloping the entirety of the purple alicorn’s slender body, shoving the mare out from under the table. The alicorn was traveling so fast when the magic released she lost her balance, tumbling over a few times before landing face down on the hard wooden floor.

“T-Twilight!” Rarity exclaimed, rushing over to the fallen alicorn’s side. “You brutes! Apologize to her at once, or so help me I will-” Neither Twilight seemed to hear her again, nor had the stallions, who had returned to playing their poker game like nothing had happened.

“Seriously… it’s all day with that thing… it’s like they feed off our attention.” The stallion Twilight had attempted to get to spoke. The dejected Twilight hung her face low as she slowly began crawling back to her corner.

“You can always get a new one, bro” Another stallion at the table spoke, throwing in another handful of chips.

“Eh, I’ve wanted to, but they’re so damn expensive. Boggles the mind how something so damn worthless ends up costing so much… But believe me, if I could trade it in for another slut, preferable one with huge fucking tits like a cow, unlike that small chested bitch, I’d do it in a heartbeat!” The other three stallions erupted into a quick laugh.

“Yeah…. And a feisty one too! Much more fun breaking a fresh one in yourself!” Another stallion commented, which was met with another round of agreeing laughter.

Rarity could not believe what she was hearing… These men weren’t renowned masters… they were monsters! Owning a mare was a tremendous responsibility! One requiring considerable care and respect! And these ruffians were obviously not up to the job, not in the slightest!

“D-Don’t listen to them! I know you, Twilight, you’re one of the most stunningly beautiful mares in the world! Anypony should be willing to kill for the mere privilege of owning you! Don’t let them dictate your own self-worth!” Rarity cried out, hoping to some miracle her friend could hear her. But the miserable alicorn merely crawled away, curling back up on her corner floor cushion. The mare was softly shaking, trembling as she turned away from the men, hoping they wouldn’t notice the tears falling from her eyes.

“What an animal…” Rarity could hear another of the men she oh so much wanted to kill now comment.

“Actually… maybe I could take it off your hands,” Another said, dangling what appeared to be a few plastic chips in front of what Rarity could only assume was Twilight’s improper owner. “My last one broke, had to throw it out. Been looking for a replacement until I can afford a better one…”

“Eh, might as well. Don’t really feel like dragging this thing back to the market to sell.” The stallion sighed, taking the handful of chips and adding them to his pile.

A familiar black case levitated over to the corner where Twilight lay curled up. It hit the ground, startling the sobbing alicorn who gave a slight jump. As the mare turned to see the black case, she nodded sadly. Without so much of a word, she climbed into the container. All she could was hug her knees ever tighter to her chest as the lid above her slammed shut, locking her into the cramped chamber of darkness.

“Twilight! What are you doing? Don’t let them treat you like this!” Rarity called out once more to the container. “Y-You still have your magic! You can fight them! Do something!! Why are you letting them do this to you?! Twilight…?”

Rarity could only watch as one of her best friends was picked up and hauled away. It nagged the edge of her mind to no end knowing what sort of treatment awaited her as Rarity fell through the floor and into nothingness…

~~~~~~~~~ ~~~ ~~~~~~~~~

“AAAAAH!!!” Rarity screamed, bolting upright from where she lay. Her heart was racing as she rapidly looked around to see where she was now.

She was… she was in her same old warehouse office. Just like before. Her cage was no longer there… she had been sleeping on a plain mattress, free to move about the room.

“Oh for your sister’s sake, Luna!!! Is it that hard to give a lady some normal non-disturbing dreams?!” Rarity called out. “What purpose do those even serve?”

“Dreams you say?” Said a curious figure to her side. Rarity abruptly turned to face who she had somehow missed standing next to her.

“CHRYSALIS!” The unicorn exclaimed. Her heart flooding with relief and joy, she leapt up the changeling, embracing her in a tight hug. “You’re… you’re here! I knew you wouldn’t let anything happen to us!!”

“Shhhh shhhh, it’s ok, darling, you’re safe now…” She cooed with a warm smile as she returned the pony’s warm embrace.

Rarity could only squeeze the queen harder, wanting to cry tears of joy. “How did you know to come looking for us?”

“I came as soon as I heard my mares went missing… well…” Chrysalis chuckled, “that is after my stallion agreed to let me go. Let’s just say it was in his little friend’s best interest…”

“But where are the others? Are they ok too?”

“Take a look for yourself,” The changeling beamed, gesturing to the window. Sprinting to the glass and gazing back down to the warehouse floor, Rarity beheld the sight of changeling drones everywhere once again with those dreaded mare-imprisoning cases she had come to sorely hate. They were in the process of forcing the lids open, and gently picking up the still sleeping mares from within. Using their magic to remove their binds and gags while carrying them back over to their cages and gently setting them back down inside.

“Everypony is safe, Rarity, don’t worry… my drones are simply working to put everything back into place as it were like nothing ever happened. And you won’t have to worry about those stallions again…”

“What happened though?” Rarity asked after breathing a long sigh of relief she didn’t even realize she had held.

“While you were out? Hmmm, I suppose I should fill you in…”

~~~~~~~~~ ~~~ ~~~~~~~~~

“My word… so S-Suri tried to stop the deal after all?” Rarity asked with optimism, a smile growing across her face. The smile quickly vanished as Chrysalis relayed what happened next. “And they tried doing… that… to her…?”

“Correct…” Chrysalis sighed. “A brave stance on her behalf…albeit, in a situation she put herself in… nevertheless, it shows she still has a heart… Had she chosen otherwise and let the deal continue… there would be one less pony down there… And believe me, it would be a shame to have seen her go…” Chrysalis said with a smirk, looking out the window to the rows of cages currently being filled back up with sleeping mares. “Obviously this Suri is a mare with a true sense of style.”

Rarity gave a light chuckle. “Yes, she’s always had a sense of these things…”

“However, there is still a certain matter of business you were sent out here to address…” Chrysalis said after a slight pause. “More than we originally planned, but not like that’s something to cry over…” With a wave of her horn, dozens of familiar collars appeared out of thin air, landing on the counter besides them.

“One for every mare present, should they so choose to accept them, they will earn their stay in the hive. Only if they choose to accept them. Unlike those stallions, we have no interest in an unwilling mare. And….” She added, holding up an extra final collar in her hand for emphasis. “Here’s one for her... I’d say she’s at least earned the decision to choose a mare’s proper role in life…”

Rarity gave a gulp and nodded.

“Good girl…” Chrysalis smiled, giving Rarity a loving rub on the shoulder. “I’ll leave you too it then… I’ll be watching from afar this time.” Making one final glance outside, the changeling sighed, “Such a shame this little experiment was cut short… I felt fairly content to stay in that cage and watch how it played out… *sigh* Well, just another item on the list of things stallions have ruined… ” With that the queen vanished in a green ball of fiery magic, leaving nothing but the naked unicorn and a table full of changeling sex slave collars behind…

~~~~~~~~~ ~~~ ~~~~~~~~~

Nervously, Rarity tip toed downstairs, realizing this was in fact the first time she had been allowed to freely roam the building. The other changelings working hard to replace the still drugged mares inside their cages gave her a quick smile and wave, with the fashionista returned equally nervously. No time to service them in thanks for their hard work right now, she had to job to do!

There, on the back wall of the warehouse, far away from the others, stood a lone cage containing a now completely naked mare.

“Suri…?” Rarity asked softly, leaning over to glance inside. Suri had her knees to her chest, and was slowly rocking back and forth, shaking uncontrollable. Rarity got the distinct feeling that it wasn’t because of all the changelings in the building. The mare didn’t answer.

“I…I’m coming in, ok, Suri?” Still no response. Dropping to the floor Rarity opened the cage door and crawled inside, settling next to the trembling pony who merely tried to avert her gaze. It didn’t matter to Rarity what this mare may have done to her in the past. After going through something like that… the only thing she needed now was a friend.

Putting her arms around the mare, the unicorn asked, “D-Did they hurt you?” The earth pony didn’t even need to respond for Rarity to see she was covered in various bruises and cuts from head to toe. She didn’t even want to imagine what had happened while she was out, she had already had her fill of nightmares. Focusing her magic, she lit her horn, concentrating her limited magical ability on mending the wounds of the hurt mare. She was by far an expert in healing magic that is, compared to Celestia or even Twilight, but she tried nevertheless.

“You’re safe now… you won’t be seeing those men ever again…”

A long moment of silence passed as no words were exchanged between the two mares. The changelings had just finished returning the mares to their cages, even Double Diamond and Party Favor to their table, before teleporting out, taking the black cases on top of any other evidence of the stallion’s visit with them. The sound of Rarity’s magical healing was all the remained in the quiet warehouse.

“Just… do it already…” Suri finally spoke.

“Do what, darling?”

“Laugh! Insult me! Spit in my face! Something!!” Suri exclaimed angrily at the unicorn. “You were right! About everything! I shouldn’t have tried to sell you! Just get it over with!”

“I wouldn’t even dream of it, dear,” Rarity replied lightly, giving the pony’s shoulders a warm squeeze. There was no way in hell she would even consider bullying a rape victim in a state like this. “You did the right thing in the end, even in the face of such monsters… and none of us were hurt…” Rarity added with a light kiss to the mare’s cheek. “You proved you’re not one of them, Suri, you’re better than that!” Suri only sank deeper into her knees. “And the last thing you need now is a bully, but rather a friend.”

“Why are you being so nice to me!” Suri exclaimed, the emotional mare would have been crying profusely had she not already been sufficiently cried out by now. “You should hate me more than anyone here! I… I deserve it…. I’m a horrible pony.”

“I never hated you, dear. Sure, I may have been a tad upset at you… but I was mostly sad seeing a mare so angry with the world when she didn’t need to be…”

“W-Well fine! It-it doesn’t really matter what you think! There’s others are going to hate me as soon as they wake up and find out what I tried to do to them!”

“Perhaps…” Rarity admitted. “All we can do is tell them the truth… Even if they choose to reject you, you will have still earned my respect...”

A long moment of silence followed afterwards. Soon after the shaking Suri finally relaxed, settling into the unicorn’s embrace. Rarity only squeezed tighter in response as Suri rested her head on her shoulder.

“T-thank you, Rarity” Suri sniffled. “I… I can see why you have such good friends…”

“Don’t even mention it, darling,” Rarity beamed. “If you ask me I-“

The unicorn was abruptly cut short as the warehouse door burst open. Big Mac, Braeburn, and Fluttershy all stumbling inside.

“Oh shit….” Rarity breathed.

The two farm ponies instantly went bug eyed with that they saw. Mares everywhere! Without the slightest shred of clothing on! Trapped in cages like mere animals! On top of that, they were all drugged out and sleeping!

The two bulky stallions were already shaking with violent rage as their gaze settled onto the obvious culprits! Two lazy napping stallions at the nearby table! The only other ponies in the warehouse not currently imprisoned inside a metal cage.

“No no no! Stop!!!” Rarity cried out from the other end of the warehouse, jumping out of the cage and sprinting over to the group. Big Mac was already using his strength to hold the two stallions up in the air by their throats. Party Favor and Double Diamond had quickly awoken and were already struggling in the pony’s firm grip. “They are the good stallions!!!” Rarity called out, finally grabbing the attention of others.

“R-Rarity?” Braeburn called out before promptly blushing and respectfully averting his gaze, seeing that the gorgeous fashionista had nothing on to cover her beautiful shame. Rarity didn’t seem the least bit concerned with that, but rather came over and promptly lowered Big Mac’s arms to drop the two stallions. The red pony complied, finally releasing the two from his grasp. Double Diamond and Party Favor both sprawled out on the floor clutching their throats and gasping for air.

“Alright… what in the hay is going on?” Big Mac asked. “Mind explaining yerself?”

“It’s… ummmm… complicated,” Rarity sighed. “Really, really complicated…” This was not how she wanted the two of them to find out about them, or any of this.

“Ummm, c-can we…?” Fluttershy stammered from behind to two lumbering stallions, impatiently pulling at the hem of her dress.

“Wait a moment dear,” Rarity assured the pegasus. Fluttershy crossed her arms and pouted at the unicorn in jealousy.

Braeburn was already busy, grabbing the keys running over to the nearest cage. He banged loudly on the side, slowly awakening the sleeping mares as the drug finally wore off. Inserting the key into the lock, he was thankful to find it was already open.

“C-Come on ladies… we’ll get you out of there! Don’t ya’ll worry! W-We’ll find you something to wear in a jiffy!”

“YOU!” A voice from within the cage yelled. Blossomforth’s eyes shot open upon recognizing the stallion’s voice. “It’s you! You tried to rape us!” She shouted, grabbing Moondancer’s body and dragging her to the back of the cage, as she trembled in rage. “Come back to finish the job, huh?! Is that why we were all drugged out again!?”

“Wut….” Braeburn managed to say, completely dumbfounded. He cast a glance over to Big Mac who seemed equally confused as he was.

“They never tried to rape you!” A voice from the end of the room called out. It was Suri. “I…I made the whole thing up…”

“Wait… what?” Moondancer asked, shocked. Her anger instantly dying down. Crawling forward, the naked unicorn nudged Braeburn to the side exiting her cage. Other mares who had awoken from the commination quickly gathered their bearings before leaving their cages too upon noticing they were all unlocked, walking over to gather near Suri.

“What do you mean you made it all up?” A mare to the side asked.

“It was just a ruse I fabricated to get your group to stay with me…. Like all the others for everypony else… They really are good men who were willing to watch over you.”

“Wait… but why, Suri? Why not just leave us with them if they had good intentions?”

“Because I…. I wanted to sell you all to the stallions,” Suri finally admitted, hanging her head low. A collective gasp was heard throughout the group. “I know… I know, it was dumb. And evil. And stupid. I-I was just in a bad place after the world changed since the invasion… and I blamed it all on mares like you… I’m sorry…”

“What?!” A random mare cried out. “How could you?”

“We…we trusted you with our lives!”

Suri only sank lower. “I know… I’m sorry…” She repeated, over and over. She knew that every word was right. She betrayed their trust and abused their submissive nature. They were just innocent ponies trying to make a living after the changelings had come… and they were all swooped up into her hatred. She deserved every word that was thrown at her.

*Ahem* Rarity coughed, walking around the group and placing a warm hand on Suri’s backside. “Look around, girls! No one was taken! We’re all safe! What Suri is also forgetting to mention is that she realized her mistake! She tried to do the right thing and call off the deal when the stallions were here! And because of that… she was the only one here to experience their brutality, they…that tried to rape her on top of enslaving her like us, right here on this very floor… Please, girls, I know there is still good in her.”

A few faces in the crowd seemed to soften from this news. “Is that true, Suri…?”

“Y-yes… I came to my senses… I never should have tried to sell you to those… monsters… no one deserves a fate like that… not even my worst enemy…” Suri added, planting a small kiss on Rarity’s check in thanks. The unicorn gave a slight blush in response.

To Suri’s surprise a mare came up to her, and rather than slapping her like she expected, the mare wrapped her arms around Suri in a tight loving embrace. “It’s ok, Suri…” She said softly.

“What?” Suri exclaimed in complete shock. More women were joining in the hug now, while others were simply shrugging and going with the crowd, making it a complete group hug. “H-How could you all forgive me so easily?” Didn’t they realize how close they had come to falling into the stallion’s abusive hands?

“Heheh, we still kinda owe it to you for how you changed us,” Moondancer giggled. “Do you know how boring it was moping around that building for weeks on end doing nothing but staring at our feet? I…I can’t remember the last time I’ve ever done something so much fun with my friends!”

“Me either!” Many other mares cried out.

“And don’t think it’s going to stop anytime soon,” Blossomforth added, with a boop to Moondancer’s nose.

“Heh, you horny girls…” Suri chuckled, finally breaking a slight smile before returning their hug. But in the back, however, it was obvious to Suri she would have bit harder time earning the forgiveness of Double Diamond and Party Favor, who stood with their arms still crossed around their chests. The fact that they had almost been strangled to death recently by the two farm ponies probably wasn’t helping.

Big Mac and Braeburn however, just stood slumped over, jaws agape. No matter how many times they pinched each other… they never seemed to accept they weren’t dreaming. Seriously… why were none of them running to get dressed?!? There were guys staring at their exposed forms, and they didn’t even care! Fluttershy, on the other hand, looked as though she was about to cry… not from the emotional scene, but upon realizing how much fun she had missed out on!

“Well… even if you forgive me or not, we can’t stay here anymore! We’re out of food! I hadn’t really planned on staying her longer than today...” A collective ‘awww’ sounded throughout the crowd.

“What are we going to do?” Sea Biscuit asked. She along with every other mare in the crowd feared they would need to get dressed once more. Putting an end their kinky new life style and roughing it out to survive on the mean streets of Manehattan like before. Avoiding stallions, scourging for fresh food and water, not knowing what tomorrow held… a total turnoff overall.

“I believe…er, I may have a solution that would make everypony happy,” Rarity chimed in. The crowd among with Suri, even the stallions in the back turned to her.

“Aren’t any of you the least bit curious as to why those nasty stallion slavers are no longer present after they ventured here?”

“Oh yeah… I guess we did kinda miss that part. Did Double Diamond fight them off?”

“Hey! What about me?! I could have sent them running too!” Party Favor asked. The girls laughed at the stallion’s sense of humor.

“Er, no… To put it plainly, he was napping. It was changelings who saved us. They returned us to our cages. They got rid of the vile stallions for us!” Rarity said. Another collective gasp was heard through the group.

“It’s true…” Suri sighed. “They were all here while you were all out.”

“B-But, if they had us… and we were unconscious… why didn’t they just take us like they took everyone else? Changelings are evil!”

“N-No they aren’t!” Fluttershy cried out now. Flying over to Rarity’s side. “They’re really…umm… nice,” She squeaked. Many of the mares in the crowd exchanged glances with each other.

“The fact of the matter, girls, is that it is true, they have taken the majority of the Equestrian mares. But every single mare that was taken was given the chance to choose if they would like to join them of their own volition! A kindness you’ll never see any typical stallion of Appleloosa offer you! Fluttershy and I… well… we have been under their care for months now… and we’ve yet to see anything but kindness and generosity from them.”

Suri’s gaze widened. “You-you were taken when Ponyville was attacked! Weren’t you?! That’s where those collars came from!” She gasped, looking between Rarity and Fluttershy’s necks. She hadn’t been the only one playing the deceitful game!

“That’s right, darling,” Rarity winked. “A girl is allowed to have some secrets, can’t she?”

“Collars?” Another mare asked curiously, reaching out to touch the strange material the Fluttershy bore around her neck.

With her horn, Rarity levitated out the slave collars from the upper story office. One by one, the collars flew down, piling neatly into a set of towers at the fashionista’s feet as all eyes settled onto them. Like Chrysalis had promised, there was a single collar for every mare’s neck, save Fluttershy and Rarity of course. The mares held their breath, staring at them, intrigued but slightly nervous.

“This is the choice the changelings offered every one of us mares before they took them away! “A choice to put on these magical collars around their necks and join the changelings in their home! But… there’s a catch…”

“A catch?” A mare asked, her voice thick with apprehension.

“Yes… Once you put them on you’ll… you’ll never be able to take them off and be forever marked as a master’s sex pet for the rest of your life…”

The room was silent. No pony spoke for the longest time. Not until an impatient mare finally spoke up.

“Well go on! Tell us! What’s the catch?”

Rarity looked a tad taken aback. “Ummm, you’ll be having sex. A lot of sex. All the time, every day. Railed until you can barely stand on your own two legs… treated as pets and made to crawl around on all fours… Your master will own all rights to your body and probably impregnate you will his offspring…”

More silence.

“Seriously… are you going to tell us or not?”

Rarity looked to Fluttershy for help. But the pegasus simply returned her glace with a look that suggested the unicorn was embarrassing her.

“There…. there won’t be any… cages?”

“WHAT!?!?!”

“NOOO!!”

“What else are we going to sleep in?!”

“I’d rather burn in the darkest depths of Tartarus!”

Rarity shook her head. A tad melodramatic, but ok… I suppose I have Suri to thank for this easy ease in…. “Fine! I’ll see what I can do to bringing the cages along with us…” The fashionista announced before sighing. The crowd of naked mares cheered happily in response.

Big Mac and Braeburn were now punching each other in the arm. Pinching no long sufficed.

“I can’t wait to see my Twinkleshine and the gang again!” Moondancer squealed in joy, bouncing up and down. Other mares certainly seeming happy at the prospect of such a wonderful sounding treatment.

Grabbing one of the loose collars, Rarity held it up in the air for all to see. “If you choose to accept their offer, simply fasten these around your nec-” Rarity was cut off as a horde of scampering naked women climbed over her and attempted to grab a collar like it was a blackened Friday.

“There’s no need to- hey! Everypony! Stop! There’s enough for all of you!” Rarity’s voice called out but lost in the crowd. “Ow! You’re stepping my foot!”

Moondacer licked her lips with glee as she finally managed to grasp a hold of one. Without a moment to lose, she wrapped both ends around her neck. With a familiar magical buzz, the two ends shot together, the straps automatically tightening to form a comfortable fit around her throat. The unicorn didn’t even have to give the collar a tug to know it was now practically a permanent part of her body. As she smiled a bright green glow enveloped her, spreading over her entire form, until just like that, she was teleported away to the hive. Other mares were discovering similar effects as they sealed the collars around their necks, forever marking their new place in the sex driven world. One by one, they vanished into thin air. Others mare hurrying to get one around their necks as well, for fear of missing out and being left behind. And like that, all but one uncollared mare and one slave collar remained. Suri was quietly running the collar through her hands, as if contemplating.

“What in the hay was that?!?!” Braeburn finally asked, running forward, no longer able to keep silent. “Would somepony please explain what in the wide world of Equestria is going on!”

“Oh, boys… Heheh… surpise…?” Rarity spoke nervously, having honestly forgotten they were here. “Umm… you see… honesty is Applejack’s thing.”

“Uh huh, from what I gather, ya’ll have both been working for them changelings the entire time!” Braeburn spoke, clearly angry. “How could you? They’ve taken most of the Apple family mares!”

“Eeyup!”

“You… you can see them all again if you’d like…” Rarity offered slowly. “They’re all alive and well…”

“Yeah… and what? We’ll have to accept your little deal for that to happen? Sorry missy, but getting down and nasty with some changeling don’t quite tickle my fancy. And gosh darn it! Why does everypony always go assuming I’m gay?! Makes it impossible to find a women…”

“Well… not for you two… you’d be responsible for keeping those mares happy. I can only assume some of those lovely ladies won’t be as immedicably receptive to the notion of a changeling cock. I’m sure they’d much rather service the strong and noble stallions that helped protect them in the mean streets of Manehattan… Especially you Big Mac… are your certain endowment I’ve heard so much about. Even a changeling would jealous! ”

“You mean… us… having relations with those women…?” Braeburn asked slowly. “All of them?... The same mares who went head over heels to belong to somepony else as a pet?” Big Mac gave an audible gulp.

“Yes those mares,” Rarity beamed.

“W-Well, I… um, don’t know what ya’ll take us for! But Big M and I would never even consider such a perversion as… uh… sleeping with a pony out of wedlock!” Braeburn crossed his arms across his chest defensively, nudging Big Mac who quickly caught on and did the same.

It was Fluttershy’s turn to be cross. Eyeing down the two stallions with a fierce stare.

“Really, boys?” Fluttershy scoffed, not buying it for a second. “Then should I explain to Rarity what you two were doing to me that made it take so long for us to track her down and why am walking with this limp?”

“W-Well ummm, errrr. Now that you mention it… I suppose we are all guilty of something… heh, F-Fine! We’ll go to this hive place of yours… But only to be with our sisters!” Braeburn retorted straightening his face, nudging Big Mac to cross his arms again.

“Eeyup!”

However, from the dumbfounded and shocked looks the two mares were giving them it was obvious they may have misunderstood what they had meant by that…

“No no! Wait! I meant we-” The two stallions vanished in a green flash.

“Well… to each their own I suppose…” Rarity shivered. “Now that uncomfortable business is out of the way. “What say you two?” She asked, walking over to Double Diamond and Party Favor.

“Ummmm, guess we do kinda owe them for saving our mares from those slavers,” Double Diamond admitted, scratching his head.

“Yeah,” Party Favor said, “We were really here to watch over the mares from our town anyway… we’ll go where they go!”

“And those mares are lucky to have you!” Rarity beamed happily as the two stallions vanished in a green blaze as well.

“Oh… ummm,” Fluttershy spoke nervously, looking over to Suri. “I’ll… I’ll see you back home…” The pegasus wrapped her arms around her unicorn friend.

“Thank you, dear… and splendid job with those two…” Fluttershy gave a large smile and blush as she too vanished in a green flash, leaving no one else besides Suri and Rarity left in the desolate warehouse.

“So… Suri…” Rarity said, slowly approaching the fellow fashionista who was still running the collar through her hands in deep thought. “Have you decided, if you would like to join us?”

The earth pony took another look moment to think to herself, pondering the prospect. Finally…

“I… I can’t… I get you girls want to be like this and you’re happy doing it… but it’s just not for me… I don’t feel like you do at the prospect of being owned like some sort of pet. Uggg. If I had I probably would have been sleeping in those cages along with you…” She sighed, handing the slave collar back over to Rarity. “Sorry, Rarity... I don’t think I’ll be joining you guys after all…”

“Oh…I see…” The unicorn said plainly.

“I guess I’ll see you around… or not.” The mare weakly smiled before slowly starting to make her way to the exit.

*Ahem* “And just where do you think you’re going?” Rarity asked, not amused in the slightest.

“Back to the city? Need to find something to eat and a place to stay…” Suri answer, confused. “Wait… is this about the collar? I told you, I don’t want to be enslaved to some changeling.”

“You very well may not be willing to become a slave, but that doesn’t mean I’m going to let a mare like you wander the streets in…. well, nothing! You would be snatched up by the first stallion who saw such a beautiful mare like you!”

“B-But why would the changelings take me if I’m not going to have sex with them?”

“Hmph! I’d like to see them try and leave you behind! Not while I have a say! You hear that, Chrysalis!?” Rarity yelled, grabbing a rough hold on Suri’s hand.

With a final bright green flash, the two mares vanished into thin air as they ventured to the hive. Finally leaving the Manehattan warehouse empty once more.

~~~~~~~~~ ~~~ ~~~~~~~~~

With a bright green ball of fire, the two mares materialized onto the familiar rocky floor of the changeling hive.

“Rarity!” A set of familiar voices Rarity had so come to miss over her short vacation. Twilight, Rainbow Dash, Pinkie Pie, and Applejack surrounded her from all sides, madly hugging the fashionista.

“Way to go Rares!” Rainbow Dash cheered.

“We knew you could do it!” Applejack added in. “Pinkie Pie’s been working on a special little treat for you for when you got back!”

“Applejack! Come on! You’re the element on honesty! Not the element of spoiling!” Pinkie huffed, kicking her sex cannon to the side with an exasperated sigh.

“Nicely done, Rarity,” Twilight beamed coming up to her side. “You and Fluttershy both saved those ponies from a horrible fate by getting them to come here… you’re practically heroes!”

“Mmmm, yes, I also must congratulate you on your success, Rarity. All of those mares… trained and eager to submit…” Chrysalis cooed, before adding under her breath. “Even if they came with stallions… uggg.”

“Now now, dearies, my work isn’t done yet!” Rarity announced proudly, subtly gesturing towards Suri, who had quietly shrunken to the back corner, not yet fully accustomed to being fully exposed for all these new eyes to see.

“Oh yes… her,” Chrysalis spoke slowly. “As much as I may like her, she doesn’t seem interested in performing a mare’s duties. So would you care to explain why you choose to bring her along, Ms. Rarity?” Suri gave a weak smile and wave to the intimidating changeling queen who towered above the other mares.

“I will… but first I need a favor…” Rarity said with wide grin, leaning up towards Chrysalis’s ear as she whispered something inaudible to the other ponies present.

“Hmmmm, really now?” Chrysalis said, tone thick with interest. “Her?” The changeling’s hard gaze settled on Suri. Rarity nodded. “Well… why not? You’ve earned this much at least.”

“What… what did you say to her?” Suri asked nervously as the fashionista approached her.

“Shhh…. come with me,” Rarity said with an impish smile, taking Suri’s hand and leading her from the room.

The two ponies walked together hand and hand through the hive towards an unknown destination. Suri couldn’t help but gaze upon the many sights along their way.

Sure enough, Rarity’s words about the hive were true. Scattered, seemingly random, were rooms, openings, even entire areas along the many halls and tunnels of the hive. All of which never failed to have mares of all colors, races, and looks, in the passionate embrace of changelings. Some of which were happily bouncing away on theirs laps, others were happily bent over a table and getting railed by a cock or two. Tongues hung agape out of many mouths. There were moans, everywhere, mares screaming the loudest to indicate when she or her master came. Not a stich of clothing was present, or for that matter, a single mare looking like she didn’t want to be there.

Suri jumped to her side as a happily leashed and crawling mare passed on by. A smiling changeling paying them no mind as he led the collared mare from behind. From the hard to ignore bulge in the mare’s drooping stomach, it was obvious to her that this mare had been pregnant for some time now. In fact, other mares everywhere seemed to fall all over the different stomach sizes of pregnancy.

“I’ve been thinking about what you said, Suri,” Rarity said as she continue to lead the mare through the depths of the hive. “You were right, we did get a little carried away with our suitors… The thing is, we were simply overcome by their methods! And our stay in the hive was only meant to be a temporary arrangement. A week or two at the most! All so the changelings could ensure we were properly trained and inseminated with their offspring before returning us to our homes… or so we were told. Plus, with the princesses’ help along with the majority of the pony population, the changelings had high hopes they could peacefully integrate into our new society. Sure… it may have been a long shot of a plan, but we never truly saw it come to fruition. I think we can both agree the stallion’s reaction was completely unexpected and uncalled for… but the hostile environment that was created back there forced Chrysalis’s hand. Ironically, the problem never was the stallions accepting the changelings, but vice versa. Our queen didn’t want to live with ponies who were willing to do such things to us against our will. So…. we’ve been kept here for our own safety ever since…”

“So… that’s it? You all just have sex like this… all day?” Suri asked nervously.

“Well… it is the primary of our many activities here, but yes. We do anything and everything our masters happen to desire.”

“You don’t… want to do anything else besides that? No offense… but it sounds a little mindless…”

“Oh don’t be silly, Suri,” Rarity giggled lightly. “We’re still the same ponies on the inside like we’ve always been. That much hasn’t changed. Yes, Twilight still yearns for her library and books, and Applejack still dreams about bucking apple trees back at her family’s farm. But as I said, we’re stuck here on our little vacation for the time being. Don’t get me wrong though, there is never a dull moment. Changelings have opened our minds to a whole new wonderful world! Imagine discovering your darkest held secret is in fact, also held by every other mare around you! Can you simply imagine what it feels like to shrug off that unnecessary burden and embrace our true selves in a life of true purpose knowing that is not just unworthy of shame, but for once encouraged by everypony else!?”

“Ummmm, I can’t…” Suri interjected. “I told you, I don’t get… this! Or any of you girls! After what those stallions tried to do to me… to all of you! How can you accept a demeaning role that says all men are superior masters to us!?”

“Ohoho, darling!” Rarity laughed playfully. “Of course men aren’t superior to us. That would just be silly…” Suri’s expression morphed into a look of utter confusion. “Think of it like this… pegasus ponies use their flying to tend to the weather while earth ponies use their strength to tend to the land. But neither are superior or inferior to the other. They are just different. If such a discrepancy exists between races of ponies, is it that big of a stretch to suggest another such difference exists between the genders of ponies as well? Like our predestined cutie marks tell us, we’re all born into our role in this world. Our masters are here to take care of us, provide us with a sense of comfort, and of course bestow us with more pleasure than we could possibly achieve on our own. We, in turn, do the exact same thing for them… just differently. None of this is something that should be fought… but embraced, mares and stallions alike will be happier off for it, as evidenced by our lovely friends around us.” Rarity said with a bright smile, turning and waving to her giddy younger sister in the arms of a changeling. “In fact, I’ve found ponies repressing their true desires only proved harmful for them in the long run… and they never ever knew it.”

“Easy for you to say, Rarity…” Suri said, looking over to the changeling thrusting into a young pink unicorn mare on all fours like there was no tomorrow, giving a slight shiver. With her free hand, Suri couldn’t help but attempt to conceal her swaying breasts, shying away from any changeling who tried to look at her.

“They won’t touch you, Suri,” Rarity reassured the mare. “None of the changelings would even think to lay a finger on you without your permission first.”

“Even so, Rarity. I don’t…. I don’t think I want to be near anywhere men right now…” Suri said, her voice trembling.

Rarity squeezed her fellow fashionista’s hand harder. “And you won’t be, dear. We’re almost there…”

Before Suri could even think to ask the unicorn what she meant, the assortment of rooms and fornicating couples ended. The endless sounds of coitus soon faded behind them as their path led out to a large opening. Suri’s eyes widened in amazement.

Here in the depths of the rocky mountain was a cavernous hot spring! A wide smooth dome shape had been magically carved through the rocks to form the interior. On the ceiling countless crystalized gems protruded from the rocks, lighting the room in a romantic blue. The ground, which was now a surface of soft wet sad, sloped downwards into the reflective water that covered the entirety of the cavern, warm, bubbling, and inviting. On one side of the cavern there was a terrace like set-up. A short rocky stair climb up to the highest point with a personal hot tub who’s water flowed out in a stream to a similar sized pool below it, which also flowed out into another pool below it, and another, and another one, before finally flowing out in the large main pool on the bottom level. The entire room is empty save for the two mares. Suri couldn’t help but gaze in wonder at the unexpected beauty of it all.

“I had the exact same look on my face when I first saw this place,” Rarity chuckled. “Glad to see I’m not the only one with an eye for such things.”

“It’s… it’s beautiful,” Suri gasped.

“It is, isn’t it? After all, changelings are marvelous creatures. The feeling of love gives them strength… power beyond the limits of any pony you’ll ever find. It’s a wonder to me how such acts like sex translate into magical places like this. I simply cannot wait to see what they manage to do next with their new found strength…. But enough about them. We’re here because of you…”Rarity cooed seductively, grabbing Suri’s hand once more and leading her up the stairs to the uppermost hot spring pool.

“Hop in!” Rarity beamed. “I’m sure the water will do wonders to help ease your soreness.”

“Um, ok…” Suri spoke hesitantly, dripping a foot into the inviting waters. “Ohhhh, this is magical!” Suri said, climbing down onto the seat in the pool as the water flowed up to her waist. She did, however, feel a tad strange as Rarity climbed in after her, sitting so close their shoulders were practically touching. In fact, Suri noted all of the unicorn’s behavior had been strange lately. Rarity was acting extra cheerful than she normally carried herself, almost to the point of flirty…

“It is simply divine, isn’t it?” Rarity said casually, acting as though nothing was off. Just lay back… and let the water lap away at your worries…”

“Kinda hard to relax knowing I’m probably going to be stuck in this mountain for a while… right?”

“That is correct,” Rarity said plainly.

“And do you think you are going to convert me into your idea of a proper mare during this time?” Suri continued. Rarity responded by turning and giving a cute pouting lip to the mare. “I told you, I’m not going to end up like those other mares!”

Rarity placed a comforting hand on Suri’s thigh, lightly stroking it as if to reassure her.

“I know, Suri…” Rarity said slowly. “I saw something different in you… Something vital that explains everything to me. I don’t know how I failed to catch it before! So…. I asked Chrysalis for a favor… and that wasn’t just reserving the hot spring cavern all to ourselves…”

Suri was completely lost. “W-What do you mean…?” Rarity said nothing, only gently grasping Suri’s thigh, gently pulling her leg apart.

Rarity’s response soon became the least of her worries as Suri felt an unmistakable tingling sensation erupting from her nethers. Her gaze shot downwards between her legs just in time to see thick veiny cock emerge from her pussy, with two pulsating balls hanging below. The entire process was surreal!

“Wha…. What is this? What’s going on?” Suri said in complete bewilderment, unable to tear her eyes from her new male appendage jutting out from between her legs.

“Ooooo, extra long! Chrysalis must really like you! Or maybe she also thinks I did a splendid job on my little mission… either way I am going to be one happy girl…” Rarity cooed, her had quickly shooting to Suri’s new found cock to deal it a few quick loving strokes. The mare released a few unexpected gasps of pleasure as new wonderful sensations flooded into her brain from the veiny member.

“It must be hard… living in this strange new world…. A lady wanting to be a mare’s master… while the entire world demanded she be the slave… It’s no wonder to me why you lashed out.”

“Y-You think I… what?” Suri stammered as Rarity seductively rubbed her side.

“Don’t be coy now…” Rarity giggled. “Keeping Coco as a pet… keeping us in cages like your animals when you could just as easily kept us chained up against our will… Admit it Suri, you love playing the role of a slave owner! Maybe this new tool of yours will help show me how much…”

Despite the fashionista’s logic, Suri was still confused. “You… you want to have sex with me… with this thing?”

“Of course!” Rarity beamed playfully. “A master without a mare is equally as sad a girl without an owner, both of which can be rectified, right here, right now…”

“O-Owner?”

“Yes, try to keep up, darling.” Rarity chuckled with a seductive grin. “You will official be earning full-rights and privilege to Rarity the pony, now until forever. I will be your property to use as you see fit. I hope this will forever put an end to whatever bad blood that may still exist between us.” As Rarity talked, her mischievous hand continued to pump away at Suri’s new dick, coaxing it to a painful hardness as Suri failed to suppress a steady stream of gasps and moans. An expert lover using her skills against a mare with a new dick was almost cheating! Something Rarity was sure to take full advantage over.

“I-I don’t know, Rarity!” Suri manage to gasp, despite the horny mare’s efforts.

“Very well,” Rarity said plainly, rising from her spot and heading to the edge of the pool to exit. “I respect your decision…”

Wait… it was that easy to tell her to stop…? Suri thought to herself. However, her gaze couldn’t help but settle on the unicorn’s body who had paused on her exit of the pool. Now she stood with her back turned to her… her rump wiggling in the water as if playfully calling Suri over. There was no doubt in Rarity’s mind that Suri was staring with great interest at her great white behind. All she needed to do was give Suri a push in the right direction…

“Mmmm, like what you see, darling?” Rarity cooed, reaching back and rubbing her rump. “It’s a fine piece of work… and it could all be yours. Every inch of my body could belong to you for whatever you wish to use it for…” Rarity winked to Suri, who’s dick gave a strong twitch in response. “Don’t worry… no one will judge you.”

“Y-You’re…. this…. I know what you’re trying to do…R-Rarity… It isn’t going to work,” Suri managed to speak, obvious though that her willpower was rapidly faltering.

“Oh! You’ve caught my little ruse!” Rarity remarked sarcastically, throwing a dramatic wrist to her forehead. Her expression was quickly replaced by a seductive grin as she flipped over, sitting down on the edge of the pool and spreading her legs, parting her pink nethers with two fingers for Suri to see. “If only there was something you could do to teach me a lesson! Someway you could possibly put this naughty little mare in her place for even thinking to play such games with her master!”

“Rarity… I…” Suri began before abruptly stopping as a thought popped into her head. What if… this is just a test! This sly girl is trying to prove that I’m like the other mares out there! Not willing to be dominant! Only fit to take a pounding rather than giving one! Hmph. Fine Rarity… let’s see how far you are willing to take this…

“Okay then…. get that ass over here, slut,” Suri suddenly demanded with a stern expression. Rarity’s seductive grin grew wider. The unicorn swiftly hopped back into the waist deep water, obediently strutting over to the mare before dropping to her knees before Suri, leaving just her uppermost body not submerged in water.

“And what would my kind mistress desire her slut to do today?” Rarity chimed happily up to Suri.

“Hold your breath,” Suri said plainly. Rarity only managed to look confused for a brief moment before her head was roughly grasped with two hands, pulling it down under the warm water, her mouth aligned directly onto Suri’s erect shaft. Even though now completely submerged, Rarity quickly recovered, opening her mouth as her lips slid down the meaty length.

“Ohhhh….” Suri moaned, thankful that Rarity probably couldn’t hear her. “That feels great!” Hundreds of bubbles floated upwards to the surface as the unicorn continued her underwater blowjob from below, happily bobbing up and down slowly along Suri’s cock. To Suri’s surprise the unicorn lasted far longer underwater than she would have expected. It was almost a full minute before she came up for air.

The fashionista’s head burst up from the pool’s depths, gasping for much needed air as rivers of water drained from her neatly kept hair.

“Had enough, Rarity?” Suri smirked. “Ready to call it quits?”

“Only if my owner wishes me to stop…” Rarity said after managing to catch her breath. Suri’s smirk vanished as Rarity planted a quick kiss on Suri’s cheek before diving back below the surface, once again attaching her mouth around Suri’s girth as she did her best to suck in earnest.

Although Suri was doing her best to try and stay annoyed, she had to admit the unicorn’s efforts were having a profound effect on her new appendage. As Rarity’s head continued to bob and suck along her submerged length, Suri felt herself getting close, her balls pulsing as they prepared a fresh hot batch of fertile cum to release. Suri knew she couldn’t let the unicorn win that easily!

With one hand, she roughly grasped a handful of Rarity’s hair, roughly forcing her head up and down at a quicker pace. With the other, she reached below, finding and pinching one of the white fashionista’s perky pink buds, painfully hard! Whether to release a moan of pleasure or a grunt of pain, it seemed to have an adverse effect on Rarity’s oxygen levels. The unicorn came back up for air, after much difficulty pushing against Suri’s downward grip on her hair.

“Hard work isn’t it?” Suri asked the gasping unicorn as she broke the surface, the same smirk present on her face as before. To Suri’s shock, Rarity quickly recovered her mouth shooting to Suri’s and planting a long stream of kisses on her cheeks, ending smack on her lips.

“Yes! YES!” I love it when my masters are rough with me!” Rarity gasped. “Show me who’s in control! Show me I have no power!! My body is yours to use as you see fit!!” The unicorn dived back underwater to continue her oral task so quickly, she didn’t hear Suri’s angry growl.

Suri was close. Far to close. She couldn’t possibly plot what to do next with the unicorn’s mouth working overtime to shoot fireworks of pleasure through her brain!

It was too late… Rarity’s lips slid down along her submerged length, touching against the base. The unicorn, being no stranger to oral sex, felt the thick cock madly throbbing her mouth. With one final motion she slid back up, making sure to sensually run her tongue along the underside of Suri’s shaft before reaching the mushroom head. Her lips forming a watertight seal around it just in time as the cock erupted. Rivers of fresh hot potent cum fired out, filling Rarity’s mouth instantaneously. Above the surface Suri moaned like a mad mare as her mind was overcome with the amazing new sensations of her first male ejaculation. Rope after rope of frothy white cum shoot out to be quickly swallowed down by the greedy unicorn. Rarity’s hand flew to her lover’s shaft, quickly pumping it from below hoping to coax every drop she had to offer like any good sex slave or women would do. It had been far too long since she had a fresh helping of cream!

Suri was still gasping for air above, her heart beating a mile a minute as her member slowly came to a beating stop. Rarity having actually surpassed her record underwear seeking to collect every drop of spunk Suri gave her, not willing to let a single drop go to waste in the water.

With a triumphant splash, Rarity rose from Suri’s crotch. She turned to her fellow fashionista before opening her mouth, revealing to Suri the remaining collection of cum that coated the insides of her mouth.

The lewd sight of such a thing gave Suri pause in her afterglow. Her essence was coating every inch of her once hated enemy’s mouth! Suri took a deep breath. She had no idea why she found the sight so appealing! Perhaps it was the complete display of dominance over this mare. Her mare! A mare offering herself and her beautiful body on a silver platter to her!

All games aside, Suri struggled to speak, “s-swallow it…” The mare didn’t need to be told twice. Promptly sealing her mouth shut, Rarity gave an audible gulp, the thick white cum traveling down the bulge in her throat to join the rest in her stomach.

“Thank you for your gift, mistress,” Rarity said wholeheartedly with a wide smile.

Suri was still panting heavily, still a little too taken aback to speak. Well… if I’m going to be stuck here for a while, having some company like THIS would certainly help pass the time. Suri’s recovering member gave a quick twitch in agreement. The idea of actually owning the white unicorn was becoming more and more appealing by the moment.

Rarity curled up back next to Suri’s side, lovingly rubbing Suri’s arm. “You continue to surprise me, Suri,” Rarity giggled. “You’ve taken to your new role much quicker than I could have hoped!” Suri sighed in the face of Rarity’s many games. This pony had no end to her secret agendas!

“I should spank you for that…” Suri said lightly hooking an arm around the pony. “I can spank you… right?”

“Heh, spanking is the least you can do to me in terms of punishment,” Rarity replied snuggling into Suri’s side. “Although… technically you shouldn’t until I am officially considered your property…”

“Officially?” Suri asked. “What do I have to do for that?”

“It’s simple… mark my womb with your offspring. Insure that no other man can swoop me off my feet and claim me as his own…” Suri’s arm tightened around her upon hear those words, much to Rarity’s delight. “Pleeeeassseee, Suri?” Rarity practically begged, knowing it would push the mare over the edge. “Would you rather leave me to be owned by one of those changelings out there?” A bit of a low blow for sure. Rarity had nothing wrong against the prospect of being a slave to another changeling again for a few months, but she would have preferred it much more if Suri stepped up to the role instead.

Suri thought for a moment. The notion of losing the one great friend she had left that had confronted her after the stallions almost had their way with her was almost too much to bear. After all, she did owe this pony after everything she did and tried to do to her. At the very least she should work to make her happy, even if that meant playing the dominant role! This was what she wanted! Plans of having a foal… or two… quickly inserted themselves into Suri’s life plan.

“Out of the pool… now!” Suri ordered her voice thick with authority. Rarity’s heart skipped a beat as it went wild. The fashionista quickly abandoning her new owner’s side, hoisting herself out of the water and laying down onto the sandy wet ground. Her legs, hanging off into the pool, were spread open wide, inviting Suri in.

The earth pony could practically feel the heat radiating off the mare’s nether region as she approached the horny mare. With a hand to the base, Suri positioned the tip of her shaft angled directly at its target. Rarity’s two legs daintily wrapped themselves around Suri’s hips, pulling her in, eager to no end to be bred.

Only once as Suri determined the pony was properly whimpering with need did she finally pound the mare’s pussy, grinning ear to ear as Rarity screamed at the top of her lungs, fingers digging into the sand beneath her. Suri’s hips quickly going into overtime to thrust in and out of the unicorn’s dripping cunt.

“That’s right, slut! Let the entire place know exactly who it is you belong to now!” Suri smirked as Rarity screamed out again at the top of her lungs, brain threatening to overload from the pure pleasurable stimulations it was receiving. Was this what it was like to be a guy? No wonder they were always so hungry for sex!

“Mmmmm, good girl…” Suri cooed, slowing her pace momentarily to save her lover from blacking out for the sudden shock. “I can feel your pussy tightening around me, wanting to squeeze every drop of seed from my cock. It wants me to sheathe my rod deep inside it and full your womb with my cum, doesn’t it?”

“Mmmmhmmm!” Rarity could only moan in response.

“Perverted little slut,” Suri laughed, resuming her fast pace pumps into the mare’s slick folds. Rarity hips started to involuntarily return every thrust she was met with. “So hot and wet… I slide in so easily but it hates letting go… you were made for this, weren’t you?” Suri reached over, dealing a brutality rough pinch to both of the rapidly swaying pink buds, ensuring the unicorn’s reply was nothing more than a grunt of pleasure.

“Yesssss!” Rarity finally cried out as the huge cock jammed into her, making her whimper. Her knuckles were turning whiter as she dug into the sand below with all her might as the rigid cock hit her deepest spot causing stars to appear in her eyes. Her lover wasn’t letting up for a single moment, unwilling to allow her the shortest break.

Suri just grinned as she continued her merciless reaming, insuring above all else that this mare received the ride of her life. Rarity had lost all ability to speak as her tongue lolled out of her mouth, moaning like a whore in heat she was. The grinding of the mare’s cock relentlessly assaulting her velvety lips on top of the rough treatment to both her breasts was almost too much for her to handle despite her long experience in the hive!

As if exactly sensing the unicorn’s predicament, the earth pony’s hand flew down to ruthlessly tease the pearl of pleasure protruding out from between her legs. Not a moment later did Rarity climax, a flood of juices gushing out, soaking both Suri’s pistoning member and draining into the pool below. Rarity’s scream hit its highest octave as millions of sparks ignited in her mind, each one a separate wave of dreamlike emporia that washed over her body. The walls of her cunt clamped down, taking Suri by a pleasurable surprise as she felt her cock literally being milked by the horny unicorn’s twitching pussy. She did her best to pump away, hoping to prolong her partner’s mind numbing climax only to have her limit hit like a brick wall.

With the last ounce of thought from her mind, Suri thrust her madly pulsing cock as deep as it could possibly go just as her balls erupted. Waves upon waves of thick fertile cum shot out into the slutty unicorn’s vacant womb. The spurting member firing river after river of ropey strings of seed, hitting every inch of the mare’s womb, filling to the brim and beyond. Suri releasing her own pitched grunts of pleasure as her frothy essence made its new home inside her lover, practically ensuring her pregnancy.

Only long after Suri’s pulsing dick came to its inevitable stop did the earth pony compose herself. Stepping back she could only grin at the look of her. The shapely, curvy figure sprawled out in the sand, breathing like she had been long out of breath. Trails of pussy juice and white cum flowed out from between her legs giving her the perfect image of a slave properly marked by her new owner. Oh there was no doubt in Suri’s mind that this would be the first of many such wonderful occasions. She was actually quite looking forward to her prolonged stay in this hive now…

“T-That…. was… wonderful… mistress,” Rarity panted, still attempting to recover from her mind numbing climax. “I think you’ve more than earned the right to call me your slutty little sex pet…” She said, giving a weak exhausted smile to the mare above her.

Suri smirked in response, settling down into the sand next to her newest mare in the sand, getting ready for a relaxing afterglow.

“So… I’ll be the first and only mare slave owner in this place then?”

“Well,” Rarity began. “Princess Cadence once had a thing with some mares she found out in the woods a while ago…. But have you met her before? There’s a reason why they call her the princess of love… That mare is literally into every kink there is…”

The Frozen North

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“Ok…. remind me again... Whose bright idea was it to come all the way out here… in the middle of freaking NOWHERE, to get away from the stallions?!” Lightning Dust shouted to the others over the roaring blizzard wind.

“The smart and tactical Trixie takes issue with your tone! It worked, did it not? Not a single stallion or changeling for miles around!”

“Except you forgot the part where we all freeze to death!” Limestone Pie shouted back. Maud Pie and Marble Pie trudging silently through the snow behind her.

“Hmph!” Trixie retorted. “Even after the world has ended… my prissy little companions expect to have everything perfect!”

“Ugggg,” Lightning Dust facepalmed quickly before promptly resuming grabbing her arms and shivering. It was no use arguing with the stubborn unicorn. To be honest, she would have long since ditched this group, had her wings not become a frozen block of ice on her back. Flying was completely out of the question, forcing the pegasus to remain grounded with her odd balled companions. But she had reason to complain more than the rest of them! It was cold! Pegasus ponies hated the cold more than any other!

“Can’t you light us a fire or something with your magic you useless unicorn!” Limestone Pie shouted. “I’m freezing my butt off and we’re all dressed more for a warm spring day! Not an ice cold blizzard!”

“We’re north of The Crystal Empire…” Maud deadpanned, like she always did. “There’s nothing too light on fire. Only rocks and snow for miles around.” The ever silent Marble Pie huddled in closer to her sister’s arm, savoring the partial body heat from physical contact on one side. As a particular tactic that required touching others… it didn’t fly to well for the group that wasn’t getting along.

“Trixie supposes she could light the group a nice pegafire…” Trixie said with a growing grin, eyes locking onto Lightning Dust’s back. “Though… it may not do us too much, seeing as she’s mostly filled with hot air...”

“Save it, horn head!” Lightning Dust quipped back. Well… at least if I’m going to die out here… those other two jerks will be coming with me… The pegasus thought to herself as she continued her large stomps through the snowy plains. That thought was the only thing that really kept her comfort in this new world.

Originally the mares were on the run, first from changelings, then changelings and stallions. It was as if the entire world had gone mad with lust and was out to get them... the only sane beings left in Equestria. Naturally, the mares figured it would best to group up if they wanted a better chance for survival. Which sounded fine on paper, but in practice, not so much for these five mares. With everyone else they knew was either captured, missing, or a rapist, they had no choice but to settle for each other.

As if that wasn’t bad enough, their luck had recently taken a turn for the worst. A group of stallion slavers had raided their campsite. The mares were fortunate enough to catch wind of the ambush and escape in time, but at the cost of all their supplies they were unable to bring with them. Now, with nothing more than the clothes on their backs, they were forced to flee into the frigid north, having more than enough reason to suspect the stallions were still hot on their tails, mad with sexual lust and power. Things were looking bleak for the already depressed mares as every outcome they could predict for their situation didn’t end with a happily ever after.

Then… as if some sort of miracle or proof the holy horse in the sky was real, their luck caught a break. The pegasus spotted something in the distance other than completely whiteness.

“H-Hey! I think I found something!” The pegasus shouted, grabbing the immediate attention of the four mares behind her. “Looks like some sort of cave…. maybe?!” Sure enough, as the group marched closer, it became more and more obvious that this wasn’t a snow mirage. There, in the side of a solid snow covered mountain was rocky opening. An ideal place for shelter from the ever present and endless blizzard!

“Get inside! Hurry!” Limestone Pie shouted to her two sisters as the group started a mad dash towards the cave entrance. In no time at all the group of ponies had made it, their feet thankfully touching down on solid rock rather than snow for once as they made their way inside.

To the mare’s surprise, the cave provided plenty of room for protection from the freezing winds outside, but did little else to raise the temperature of the shivering ponies.

“S-seeeee? S-Shelter! We’re safe now!” Trixie shuddered, setting herself down on an outlaying rock, frantically rubbing her arms for the slightest bit of warmth. “A-All part of the plan…” The others were still busy shaking loose snow off from their hair and clothes. “Settle in then… you can thank Trixie later!”

“Still freezing. Still out of food too,” Limestone Pie commented dryly.

“Mmmm hmmm!” Marble Pie agreed, looking down sadly.

“Ugggg! Seriously?” Trixie sighed. “Don’t you earth ponies eat rocks or something? There’s plenty of them here to go around!”

“These aren’t edible rocks…” Maud said calmly, tossing a stone behind her. The frozen rock went clattering to the ground. Who would have known only certain rocks were edible?

“Ha! I would just let to remind you all that…-” Lightning Dust started preparing another smart remark to mock the ponies who ate rocks like a pack of wild ani… well actually even animals didn’t eat rocks. But her comment was cut short.

It hit them. A warm gust of air on the side of their faces… It lasted for a brief moment, before it was gone. Something so sudden and unexpected it caused them all to freeze in their spot, figuratively, and jerk their heads in the direction it had come… from deeper within the dark rocky cave.

“D-Did you all just feel that?” Lightning Dust spoke after a moment of silence. The other ponies all nodded silently, confirming it hadn’t been a pleasant warm figment of her frozen imagination. “So… I’m not going crazy...” Without another word, the group rose to their feet again, and headed deeper into the cavern in hopes of finding the mysterious source of the warmth. Every pony besides Marble didn’t care in the slightest as the light from the outside was quickly lost within the cavernous depths.

It was dark, damp, cold, and quiet. Nothing but the sound of footsteps walking over stones and shivering mares.

“It had to be something down here!” Lightning Dust said as she led the group further and further into the now seemingly endlessly long cave. “A warm gust of air in the middle of a snow storm doesn’t just come out of nowhere!” Before the pegasus could say anything else, her head collided with a foreign object, causing the mare to trip and stumble back to the ground.

“Ow! Damnit!” The pegasus swore as the other’s came to a stop behind her. “I can barely see my own hand in front of my face!” She said, attempting to hoist herself back onto her feet, her wings still quite too frozen to aid her efforts. As the mare got back up, rubbing her swore bottom, she felt around in the darkness feeling for what she had run into.

Her bare hand finally found what it was looking for, causing the mare to let out a surprised gasp. It wasn’t a rock, it wasn’t the other ponies, it was something alive! Not only that, but more importantly, it was warm!

“Lightning Dust?” Limestone asked from behind. “You ok?”

“Ummmm…” The pegasus could only reply, her hand not moving from what it had grabbed. Whatever it was, it was small, she was barely able to wrap her fingers around it, but it was long. The pegasus, sliding her hand up along its wiggling length to reveal it was protruding out from a hole in the rocky cave wall.

To all of the mare’s surprise, the cave was suddenly illuminated with light, as translucent brightly glowing crystals appeared poking through holes in the cave ceiling and sides. They were standing in a spacious cavern clearing, which the tunnel behind had lead them to. But, as the ponies quickly noticed, it became painfully obvious what Lightning Dust was occupied holding.

“What the hell is that!?!” Trixie screamed, as Marble Pie zipped behind Maud’s back, cowering in fear. Before them, Lightning Dust stood gasping a wiggling green and long tentacle. Limestone Pie took a cautious step back, putting a defensing hand on her cowering sister’s shoulder.

“Really…” Maud said. “I read these were entirely extinct in the Equestria region…” She said, looking intrigued, or so one might think.

“Whatever it is, it’s warm!” Lightning Dust exclaimed happily, now grasping the green tendril with both hands, nuzzling it to her face. “Ahhhhhh! That feels amazing!” Precious warmth flooded from the surface of the tendril over her goose bumped skin.

“W-What are you doing? Get away from that thing! For all you know it wants to strangle you like a snake!” Limestone shouted to the pegasus.

“It’s a friendly plant…” Maud replied, turning to her sister. “Only found in deep rocky regions. Like this one. It could be just what we need.” The green tentacle was now happily moving in turn with the pegasus as another tendril emerged from the wall behind her, wrapping around and pressing into the leg of the frigid pegasus.

“Ooooooh yeah!” Lightning Dust cooed. “This hits the spot! Almost forgot what actual warmth feels like, Trixie!”

“Yeah yeah…” Trixie mumbled.

More playful green tentacles popped out from the cave walls as the plant determined the ponies were harmless. Hesitantly, Limestone Pie reached out to touch one. Before she even felt its smooth surface she could feel the warm and pleasant heat radiating from its length. She wasted no time dropping all apprehension and bringing the tentacle to her, seeking to cover as much surface area of her body in it as she could. Another squirming green line popped out from the ground beneath her and softly wrapped her ankle traveling higher and higher. Even Marble Pie had removed herself from her sister’s back, now curiously facing the tip of one of the tendrils. The pointy end was playfully following the mare’s head, even tilting to the side with her. The shy mare let out a small giggle as she freely allowed another vine to wrap itself around her waist. Maud, on the other hand, looked like she couldn’t care one way or another as more tendrils popping out and wrapped themselves around her still body. Some even snaking their way her shirt seeking an unobstructed touch to the mare’s body.

“D-Do you… understand us?” Lightning Dust asked curiously as a hanging tentacle tip dropped in front of her. The tentacle seemed to bob up and down as if to mimic a pony nodding their head ‘yes’. Not the response the pegasus was exactly expecting, but she was glad things were finally starting to look up.

“If you can… do you think you can help us… stay warm? We’re going to freeze to death if we don’t get out of this cold!” The pony begged, worry obvious in her tone. The tentacle hung there, unmoving, as it seemed to be considering the offer. More and more were coming out of the ground walls and ceiling now and wrapping themselves around the four ponies behind her.

To the mare’s joy, the tendril before her eagerly shook itself ‘yes’ again, before withdrawing itself back through the hole in the ceiling from where it had come. But to the mare’s disappointment, every green tendril currently occupied around a mare quickly unwrapped themselves, also withdrawing from the various walls they had come from.

“Hey! What gives?!” Trixie yelled as the complete cold suddenly washed over her again. “Did somepony scare it away!?”

A loud rumbling sound boomed through the room. Each pony’s heads turned to watch as a towering boulder rolled across the cavern entrance, before coming to a solid dead stop, completely sealing the five mares within the spaciously lit cavern room.

“It’s blocking the cold air from blowing in…” Maud said. “They tend to be very protective of their hosts.”

“What? But we’re trapped in here now!” Limestone shouted, running up to the recently overturned boulder and giving it a hard shove with all her might. I didn’t budge a single inch despite her well-toned strength. “Tell it to move the rock!”

“It’s really strong…” Lightning Dust dully noted in surprise. Before too long, the tendrils had returned from their task, now surrounding the mares once more. Except this time, they were acting differently… not simply wrapping around the mare’s cold and shivering bodies. “Ummm… and what did you mean by... hosts?”

This time they simply positioned themselves near each of the mares, aiming for something a tad different than before. Working in tandem, two of the swaying green vines snaked themselves up in bottom of Lightning Dust’s black tank top. The pegasus gave a quick yelp as she felt them now grasp at the two sides of her top and started pulling up… Instinctively she slapped one of the tentacles, which didn’t release her top but merely stopped moving. From the shocked noises behind her, it was obvious the other girls behind her were meeting similar disrobing tactics from the plant now.

“Unhand Trixie you dumb plant!” Trixie exclaimed as the vines attempted to rotate around to get to her backside and unclip her skirt. “How on Equestria is taking our clothes supposed to keep us warm?!” While she was distracted following one, another swooped in from behind, successfully ripping the garment from her legs, dragging the tattered remains of her skirts through the hole from where it had come from, leaving the blushing unicorn's bare legs on full display.

“Don’t fight them,” Maud said calmly as she fully cooperated with the plant. “It knows what it’s doing…” Obediently raising her two arms above her, she freely allowed the two vines to pull her shirt over her head, carrying it off to the corner. With the mare’s top removed, a rewarding tendril was fully able to coil it’s entity around the mare’s stomach before ending below her bust, pushing her black bra upwards slightly. Maud looked like the image of pure relaxation as the tendrils complete warmth pressed into her from all sides of her bare stomach and radiated upwards. Or she didn’t. No one could really tell how she felt when it came to her.

Lightning Dust gulped as she observed the stone faced pony. Of course she wasn’t the least bit comfortable stripping in some remote stone cavern, more so with the other four ponies present! The tentacles seemed to sense her fear, giving her leg a reassuring squeeze, as if to convey to the mare that it was merely trying to help. The pegasus gave an audible gulp as she relaxed her muscles, allowing the two wrapped around her wrists to gently lift her arms above her. Two more slowly removed her tank top, leaving the bra clad mare shivering for a brief moment before a long tendril too wrapped around her stomach, covering the mare with its precious body heat. But they didn’t stop there… as more tentacles were busy rubbing and squeezing her sore muscles, another had snaked behind her back, deftly unhooking the metal clasp holding her bra together.

“Wha… stop!” The pegasus squirmed, or tried to. The plant now holding Lightning Dust’s wrists, ankles, and stomach in place firmly, still gently giving reassuring squeezes until the mare stopped her thrashing. Taking a quick look over to the side, it was obvious Maud wasn’t facing the same hesitation. The stone faced mare was now completely topless, her bra now laying piled in the corner along with her top. The pegasus wasn’t able to even get a good clean look at the mare’s generous tits as they had been completely wrapped with another warm looking tentacle. More were flooding to her legs to work and unbuttoning and removing her jeans.

Marble Pie, however, had dropped to the stone floor and back herself into the far corner. She was trembling madly as she hugged her knees to her chest. The mare was on the verge of tears, not knowing what was going on, or why the plant suddenly wanted them naked.

“Marble…” Maud said plainly as a pack of vines attempted to calm her youngest sister down. “Listen to me. They want to help you stay warm. They can’t do that with those clothes in the way. Let the nice plant take them off you…”

“Yeah, come sis! We’re all girls here! No one’s gonna see us!” Limestone Pie called from the side, who was seemingly getting more involved in the strange treatment as the tentacles worked to strip her, setting her discarded clothes in the pile with all the others. The mare actually taking the initiative and tearing her own underwear off, throwing it to the side where a tentacle caught them.

The shivering mare seemed to look between her two older sisters, then back to the friendly tentacles. With a slow nod, she signaled to let the plant do its thing, telling herself over and over in her head that it was no different than bath day with her sisters back on the farm. A reassuring tendril rubbing her back pressed her up to her feet. They quickly moved to strip the mare’s top before she could change her mind. A thick bulging tendril came in, wrapping around her stomach and arms, holding them pressed against her sides as one came in from behind. With a soft click, her bra came undone another tentacle managing to snake up through her stomach wrap and pull it from her arms there. Her two large sized voluptuous bare breasts bounced free of their confines. The milk filled melons giving two quick bounces on her chest before coming to a rest on the tentacles below them. The mare’s entire face blushed a mad red as she managed to attract stares from the entire room. Some gazing in a mixture of envy and awe at their pure size as the mare struggled to free and conceal them with her hands. The tendrils got to them first, two wrapping around the entirety of fleshy orbs but leaving the pink nipples readily exposed. Marble Pie was paralyzed with embarrassment as everypony in the room somehow managed to focus on her through their own disrobing, allowing the plant ease at removing her skirt. Marble didn’t even have to look to know the strange plant wasn’t satisfied yet. The surprisingly strong tendrils wrapped around her upper body effortlessly lifting her body into the air as two final vines grabbed her flowery panties. As they slowly slid them for the mare’s slender legs, it became painfully apparent to the entire cavern that the small damp spot on them indicated the mare’s arousal.

Blushes were exchanged all around the room of now completely stripped mares. The tendril swiftly moving to drop the mare’s soaked underwear in the pile with the others.

Sure enough, additional tentacles now shot out from the surrounding walls, wrapping and coiling themselves tightly around the now completely naked ponies.

“Oooooh yeah! That feels so much better than those freezing clothes!” Lightning Dust cooed. To her surprise, she also released a light moan, noticing that vine wrapped around her breasts were now lightly squeezing as if to massage them or testing their weight.... Forgetting the other ponies around her she released an even louder moan as the vine’s repeated flicking across her hardened nipples.

Trixie was reacting with the same pleasurable moans as she received the same treatment. “W-What are they doing to us?” She stammered through the pleasure, after feeling a curious vine snaked its way between her two legs that were held firmly apart.

“Arousal is easy body heat…” Maud said, feeling the plants sensual advancements effect as well but not showing it in the slightest.

The mass of tentacles tightened around the various dangling limps they had firmly constricted themselves around. With unnerving ease, they gently picked up each mare from the cold stone ground, making sure to adjust their weight so as to be adequately comfortable for the women. Each mare was shifted over to the center of the room where, they hung in a circle from their arms, legs, and torso in wraps, completely face down like a flat plank. The tendrils hugging their breasts gave one final tight squeeze before releasing, allowing five pairs of fleshy orbs to bounce free before drooping downwards as gravity took over.

“What gives?” Limestone asked angrily, feeling the uncomfortable cold of the room wash over her sensitive pink buds, quickly reminding her of her rock hardened nipples. “You have plenty of vines to spare! Put them back on us!” Little to any mare’s knowledge, a certain tendril creep up on both sides of their dangling breasts. The tip of which unfurled back, revealing a tiny sharp needle-like barb which took aim as the main tentacles held the mares steady. Before any of the mares could panic, the barbs pressed themselves forward, breaking the skin as they traveled deep within tissue of the pony’s soft breasts.

“Ow! Hey! Watch it!” Lightning Dust winced, thinking the plant had accidentally pricked her breasts with a thorn. From the way the tentacles held the mares it was obvious they weren’t expecting some thrashing after that, but they seemed to take it rather well, causing the vines to relax.

Trixie could hardly feel the two thin tipped barbs still firmly pressed into her two luscious breasts, nor did she feel it as they vines slowly began to pump. A strange warming liquid traveling the barbed tentacle’s length, injected directly into the mare’s tissue. Only as the vine’s task was completed and it gently withdrew did the magician pony notice something odd…

Her breasts started to tingle, feeling funny, very funny. It almost tickled. Before any confused mare could voice their concern regarding what was going on again, their drooping breasts slowly began to expand before them. Spitfire’s eyes growing wide as her once near flat chest grew… and grew… not stopping even after surpassing Marble Pie’s previous breast size. The dangling breasts seemed too grow like a blowing balloon on their chest, the vine hugging their stomach moving down slightly to make room. Finally the dumbfounded mare’s breasts grew to a halt, each rounded perfectly to be almost nearing the size of their heads. Completely gigantic! Marble’s tits, like before, had taken to the growth quite well, still sizing above the remaining mares in the group.

“It’s hungry. Like us… understandable…” Maud said calmly, eyeing her two new jugs of fun.

The needle tentacle retracted, only to be replaced by two larger thick vines on each side of the mares. The tendrils slid forward, grasping and rubbing the girl’s heaving breasts. The gentle rubbing across the new and sensitive flesh was more than enough to make four of the mares groan in pleasure. The mares were now fighting the waves of arousal that were being thrown at them now. The vines holding their ankles now spreading and bending their legs upward. Another slick skinny tentacle found their way between the mare’s legs. This one even earning a gasp from Maud as the wiggling appendage rubbed and stroked the mare’s now completely soaked exposed walls. As it was if the plant was trying to draw each of them into a painfully aroused state, never thrusting inside, only lapping it’s tip at their folds as a constant reminder it was there and could choose to if it wanted so.

Busy with the wonderfully exotic teasing sensations from below, the face down mares were taken by surprise as the tentacles massaging their new sized breasts suddenly looped around the base of their swollen tits. The tendrils squeezed tightly, almost painfully hard.

Marble Pie felt it first. A warm white looking liquid came dripping out of her rock solid nipples. The madly blushing mare, overcome with the pleasurable sensation of what the plant was doing, looked down, spotting what she had first suspected as blood was in fact…

“Milk? We’re making milk now?!” Lightning Dust exclaimed in more arousal than panic. Sure enough a steady white dribble of breast milk began to leak from each of their reddened nipples. The plant had stopped its motionless squeezing around the base of their breasts and was now, instead, tugging up and down. On each downward pull their breasts shot out a steady jet of white frothy breast milk, splattering onto the cavern floor beneath them. More and more flowed free with each pull. The strange liquid the plant had injected with them, on top of growing their tits to incredible new size, had knocked their dormant milk producing enzymes into overdrive, producing massive amounts of milk to fill their new chest containers in a matter of minutes, and more was on the way…

“I-It’s m-milking us!” Trixie stammered, fully realizing what the plant had done. “Like we are bunch of cows!”

“Heh… figured you just right, Trixie,” Limestone Pie sneered.

“It’s hungry…” Maud deadpanned as the plant now flipped them face up, their enlarged tits now swaying back and forth across their chest. “Our milk is substance for plants like it. It’s only fair if it’s going to be keeping us alive in here…”

Ten new tentacles were dropping in from the ceiling now, these one completely different from the last. These ones were slightly transparent and ended with a circular looking cup, which seemingly with a life of its own. After a few moments of careful tracking on the swaying tits, it struck, each cup latching onto a swollen nipple of the mares. Its lid sealed down with suction as it locked itself in place on each of the bound mare’s tits.

Marble Pie held her breath she waited, the cups seemingly taking their time to settle in on her chest. Then… the tentacle began to pump, the cup expanding and contracting. With wide eyes she watched as a stream of white liquid came flowing out of her twin nipples with each contraction. It. Felt. Amazing. Each squirt of her milk brought a moan to her mouth, not caring a moment for her shyness. Her sisters and the other two were obviously finding similar enjoyment to the treatment as they were milked by the pumping tendrils.

As the whitish liquid flowed through the cup, it traveled upwards through the semi-transparent vine through the rocks where the girls could only assume the plant in the center of this all was.

As their milk traveled up and away though the ceiling, a loud grumping sound erupted from the stomach of Limestone Pie. The mare paid it no mind however, to enamored with the working vines on her now envious rack. But it was more than obvious to the plant these mares were long past the point of simple hunger.

A new set of ominous vines descended from the ceiling, its edges peeling back to reveal a phallic shaped tip, which came to a halt mere inches away from each mare’s mouth with obvious intention to what it wanted to do.

“You know…” Lightning Dust started, “there’s a point where this gets ridiculous!” But before she even finished speaking, the tip shot past her open lips, sliding over her tongue and down her unrestricted throat. The others were meeting similar ends as the tip prodded at their mouths to open. A bulge appeared in their throats as the phallic tip vines make themselves comfortable. With a few series of expansions and contractions the vine began to work. It came as another shock to each of the mares as they began tasting a steady stream of a strange white substance on their tongues. Upon swallowing it so as to not drown, they discovered that this whitish cream the plant with feeding them was no only edible, but actually amazingly delicious. This plant with just full of wonderful surprises!

Marble Pie cooed in pleasure as the vine pumped a seemingly endless supply of cream into her mouth, all of which met the same fate of being eagerly swallowed down into her empty stomach. Hungry for more, the earth pony worked her lips along the length, bobbing her head as if it were a real cock… not that she knew anything about actual intercourse, or so what Limestone and Maud believed. The horny mare’s efforts were quickly rewarded with a strong burst of the vine’s essence, earning another pleasurable moan through the vine from Marble.

With each of the hanging mare’s breasts and mouths fairly occupied by the many dozens of wiggling warm tentacles, the ponies barely noticed as their legs were pulled open, revealing each of their smooth shaved nether regions, dripping with higher levels of desire than they could ever recall experiencing. As far as the plant could tell, their lower lips were just begging to be penetrated by something…anything! It would be a crime to ignore such a need!

The widest tendril drooped down from above now, prodding at the soaking entrance as if to playfully tease its captives. The mares were lost in pure ecstasy, even the stoic Maud release a few soft gasp and moans here and there, which was really all the consent the plant needed to continue. With a jolt, five separate phallic shaped vines thrust into the depths of the hanging pony mares. Lighting Dust inhaled sharply through her nose as the girthy tendril wiggled and squirmed it way up her passage. The combined jolts of pleasure from each region of her body was overwhelming to her. It was miles ahead of the sensation she had ever felt from mere flying!

The thrusting tentacles had settled into their spot within the deepest depths of their love cannel, it’s wiggling and squirming doing wonders to make its target’s vision blur. With an endless desire to please, the tentacle withdrew, drawing out a whimper from a couple of mares as a feeling of emptiness washed over them. It wasn’t for long, however, before the phallic vine thrust back in and out, pounding the mares at a new merciless speed, with thrusts well beyond the speed of a normal male lover. The vine repeatedly hitting pleasurable spots, causing the mare’s hips to buck against the very vines holding them in the air, desperate to squirm and write in pleasure. It came to no surprise to them when another vine prodded at their rear entrance as well, waiting for a single opening before striking, pushing into their behind with thrusts alternating with the vine in the mare’s pussies.

Limestone, unable to take a second more of the relentless treatment, felt her mind erupt in the strongest orgasm in her young life. Fireworks in her blurring vision as she attempted to scream through the vines fucking her face, her brain threatening to black out. Trixie and Marble next to her weren’t far behind. The tentacles didn’t ease of as each of its mares came with their respective climaxes, but rather only served to edge it on further, increasing the speed and vigor of every working vine thrusting away at the mare’s holes. Desperate to give its hosts every ounce of erotic pleasure their bodies could bear to give.

Lightning Dust grit her teeth, the short held question regarding if the plant actually cum was soon answered as the tendril furiously fucking her reddened pussy slowed its pace slightly. It was some sort of egg! From its origin in the ceiling a large spherical bulge appeared in the vine, traveling ever so slowly down its length. Her eyes were wide as the bulge approached her cunt, showing no intention of stopping. It actually wanted to… plant that in her?!? But it was too late to consider second thoughts. Lightning braced for impact as the egg pushed its way inside her passage, forcing her tight walls to their limit. The many hours of strict daily exercise had transformed her pussy into a snug fit, eagerly sought by almost all male lovers, but now only served to impede the lumpy shaft’s journey. But the tendril was undeterred. With more force and push, the bulge passed through the tendril’s length, each extreme movement causing the mare to buck and moan wildly. Finally the egg burst through the tentacle’s exit, settling into the warm and snug confines of the mare’s womb.

Lightning Dust released a sigh of relief, as the new sensations came to an end. A sigh she quickly took back as she spotted many many more similar bulges now traveling down the same tentacle.

The mares screamed in pleasurable ecstasy as their pussies were expanded open, the stream of eggs pushing their way inside of their deepest depths and settling into their wombs. New waves of orgasms shook their fragile minds to their limits as they felt each one temporal force their walls open for a brief moment before retreating, only to repeat the same process a moment later. One by one they released a submissive moan as a seemingly endless supply of eggs were planted inside their wombs, causing their stomachs to expand outwards to accommodate them all.

Finally, as the plant determined either the mare’s swelling stomachs had reached their capacity, or their minds could take no more of the endless pleasure, the stream of eggs came to a halt. With one final lurch, the phallic head lodged deep within their cunts sprayed a whitish cum over the many eggs, coating their eggs with a fresh helping of the strange fluid, filling in every gap and opening the remainder of their wombs had to offer.

The mares, now looking many months pregnant, were finally allowed to catch their breath as the vines occupying each of their orifices slowly retreated. The tentacles holding their limbs lowered them onto the ground where a cozy warm network of the same tentacles were awaiting them.

As they were each released one by one, and dropped into the bed of tentacles, satisfied, feed, and warm, they all curled up with the playful vines and they snaked their way on top and around them. Lighting Dust released a wonderful sigh of relaxation as her head found itself laying onto of a soft tentacle pillow.

“T-That… that was amazing,” The pegasus cooed.

“It was,” Maud deadpanned as a tentacle patted her gently on the head.

“Mmmhmmm!” Marble Pie also agreed, still partly exhausted from the ordeal. With her now free two hands, she hefted and felt her enlarged bosom. From the pure weight and feel of her new gigantic tits, something told her these changes to her chest were here to stay. Yet, even through all of that, she never for a moment questioned the plant’s right to use them like this. It was only fair after all. They would have been lost without its help!

“See!” Trixie cooed, feeling her now swelling stomach that held the many off spring of their savior with pride. “All part of the brilliant Trixie’s plan!”

“….Now it’s too hot….” Limestone mumbled.

A Changeling’s Weakness (Part 1)

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“So…. this Appleloosa… an entire town dedicated to forced sexual servitude of all innocent mares,” Chrysalis spoke slowly, overlooking a large map of Equestria on a circular stone table. Surrounding her were the other stallions of team CUNT, and their four royal alicorn pets. “Of course those monsters would figure to set up shop there… my drones haven’t patrolled anywhere near that Celestia-forsaken desert since our first and only mare abduction run there… I think it would be best if we pay them another visit, wouldn’t you say? After all… the stallions have done us the favor of rounding up almost all of the remaining mares into their clutches… all we need to do is swoop in and rescue them.”

“I agree,” Jet Set said from the side. “I can tell the new wave of mares from Manehattan still have their doubts about the good intentions of changelings. But I think the Appleloosa sex slaves will gladly accept any help they can get from their predicament. The sooner you are able to scramble the troops the better.”

“At long last…” Celestia said with a warm smile. “We’ll be able to end that living nightmare for my subjects… and finally become a unified nation once more.”

“Then it’s decided,” Chrysalis said. “My men could use a bit of fresh air anyway.”

“Do we even need to rally all the changelings to raid the town?” Twilight asked. “The changelings have become so powerful from our love, a single one of them should be more than enough to save them all!”

Before the purple princess could be answered, the hive’s newest member burst into the royal chambers.

“No! Wait! You can’t!” Suri shouted, instantly grabbing the attention of room. Rarity quickly trotting in after her master with a worried expression.

“Ah, if it isn’t our newest caretaker,” Chrysalis said. “Speak, your piece, mare.”

“T-they… they,” Suri gasped, completely out of breath. “They aren’t going to fall for the same strategy twice! They know its changelings coming after mares! They found a way to stop you!”

“What? How?” Cadence asked worriedly but also giving a few slight envious stares to the earth pony’s towering member. “The changelings are the most powerful beings on the plant now… They’re unstoppable!”

“The stallion in charge who tried to take us back in Manehattan…” Suri continued, “In our messages before he arrived, he said Appleloosa developed some sort of unstoppable defense against changelings! Even knowing how powerful they are, he sounded sure! I don’t know what it is, he never went into specifics, but that’s part of the reason why all the remaining stallions are flocking there in droves with the mares!"

The room went silent. The faces in the royal chamber exchanged glances with one another, now appearing far less sure of their agreed upon plan. What was this mysterious defense stallions had come up with to fight the changelings? Was it a credible threat? Was it even worth worrying about? No one knew… but in the back Chrysalis began to sweat, casting a few nervous glances around the room.

“Oh dear…” Celestia spoke softly. “This might complicate matters…”

~~~~~~~~~ ~~~ ~~~~~~~~~

Back over in the certain unmarked cave in the far frozen north, Lightning Dust, Trixie, Maud, Marble, and Limestone Pie were all in a state of constant bliss, happy to be ignorant of the woes from the horrible outside world. The last few days had passed them in a blur, especially since they could no longer tell night from day while inside the sealed cavern.

Whenever they awoke from their slumber, dozens of tendrils would descend from the ceiling, wrapping around their limps and hoisting each smiling mare into the air once more. Usually after a full hour or two of constant fucking, bucking, sucking, milking, playing, and cumming the mares will have passed out from sheer exhaustion. Falling into a peaceful slumber to repeat the same process later. It was almost like a dream. Could you simply imagine the amazing relief… feeling like you are going to die one moment, only to instead stumble upon an endless source of the most amazing pleasure you’ve ever experienced as all of your other worries melt away! It was mind blowing ecstasy for them!

The mares could tell from the way the joyous tentacles moved that its mood was as good as theirs. And why wouldn’t it be? It had finally found a willing set of ponies to fertilize its eggs in! Mare’s tight and snug wombs made for perfect conditions for their eggs to grow, with the plant making extra sure to spray a constant copious helpings of nutrients on the growing shells. Each wave, of course, being absorbed by the eggs causing them to expand and push the mares swelling stomachs out even further, slightly farther past the point a normal pregnancy would push them.

Of course, that phase couldn’t have lasted forever, as the eggs had reached their full maturity inside the ponies. Much to the mare’s disappointment, the tentacles came to suck out its eggs one by one, which, it was no small comfort to them knowing the grown eggs coming out was even more pleasurable to them as them pushing their way inside. As their swollen stomachs eventually returned to their normal curvature and form as before, they were delighted to hear from Maud that the plant actually produces thousands of those same eggs. It was probably making a few batches to pump into them again right now. Marble Pie literally fainted with a smile on her face. They could literally stay here forever! All with this strange wonderful plant feeding and taking care of them!

“Well…. while we are waiting for that,” Lighting Dust said as a tentacle kindly swooped in below the unconscious Marble’s head, providing it a soft surface to sleep upon. “Does anypony know what happened to our clothes?” Trixie and Limestone Pie both just shrugged.

“All I know is that they were all gone when we woke up after our first night here…” Limestone said, staring down an impish tentacle who couldn’t help but avert from the pony’s gaze. Maud meanwhile moving over to gently stroke the sleeping Marble’s head.

“Why…?” Trixie went on. “Is the feeble Lightning Dust getting cold feet already? Uncomfortable of being naked around mares as great and wonderful as I?” She sneered, putting her arms behind her head and tauntingly shaking her hefty tits for the pegasus to see.

“No!” Lighting returned with a blush, having difficulty looking elsewhere. “I was just curious! I don’t need my clothes anymore!”

“Me neither!” Limestone replied. “Don’t know why in Equestria we would even want to cover up anymore!” She finished, folding her arms on below her breasts.

Then the wall exploded.

Instinctively, the mare’s arms and hands shot to their faces, Maud quickly leaning over her younger sister to protect her from flying debris of rock and stone that flew across the cavern. The shocked mares and plant quickly recovered after a moment as the rolling rubble came rolling to a stop. Each of them looking to the now large hole in the rock wall as the dust settled.

“No….. no! It’s HIM!” Lightning Dust spoke slowly, trembling and turning white with fear. “He….he’s come to finish the job!”

Standing over the incline of rubble on the newly inserted cave entrance with a wide sickening sneer on his face stood none other than the abominable and notorious Flash Sentry.

“Wellllllllll, how about that, boys?!” Flash called out to his partners behind him, of who gained no small delight seeing their prize were completely naked and vulnerable. “Seems like we finally found those sluts we’ve been looking for. Heheh, seems like they got a tad lonely without us… Not to worry, girls. You’ll be getting plenty of action where you’re going…”

“You son of a bitch!” Limestone screamed with rage charging at the despicable pegasus, readying a stone strong fist. “Don’t touch my sisters!!”

Flash Sentry licked his lips, having been in this same bout dozens of times before. As the mare charged him, the nimble pegasus cleanly side stepped around her, just barely missing the blow that would have easily fractured his jaw. Limestone Pie stumbled from her missed attack giving Flash all the opportunity he needed to use a flap of his wings to spring forward and tackle the mare from behind. The mare fell face first to the ground, Flash easily holding her two arms behind her back, with another hand firmly planted on her ass to keep her down.

“Mmmmm, a feisty one,” Flash Sentry said as his partners strolled past him into the cavern, intent on capturing the remaining girls. “I like that…”

“Fuck you!!” Limestone screamed, giving her body a lurch, attempting to free an arm to elbow the pegasus square in the face. The move was quickly anticipated by her assailant, who caught her arm and slammed her naked body back to the ground.

“I know a stubborn looking mare like you struggles to see simple reason…” Flash started, “but you wouldn’t want anything naughty happening to that innocent little sister of yours just because her siblings wouldn’t play nice, would you? Mares fighting against their betters puts me in a dreadfully stressed mood… and that cute looking pony over there seems just like my type to help me relieve me of such a thing…”

Limestone’s eyes shot open wide when she realized what her captor was implying. Her gaze drifted over to Marble who’s still laying unconscious body was easily scooped up by a stallion as the other were occupied with their attackers. A unicorn standing above her at the entrance of the cave was channeling his magic at the many vines of the plant, seemingly causing it to shrivel up in pain as it tried to get anywhere near the group to help it’s mares!

“Nice new set of tits you got there, mare…” Another unicorn stallion crudely remarked to Trixie, both ponies of which stood ready to repeal the other’s magical attack but neither willing to make the first move. “Maybe we won’t punish you for this extra cold detour you made us take just to capture you. We’ll get those cans back to Appleloosa… reckon the entire town will come out hollering to get a piece of that fine ass…”

“The lustful and gorgeous Trixie has no need for some lawless thug’s attention!” Trixie retorted. “She has all she will ever need right here!”

“Heh, fine… guess those things are sagging a tad too much for my taste…”

“What?!” Trixie screamed, gazing down at tits to check the false fact. “Trixie’s tits are perfect! They defy gravity! They-“

The unicorn quickly made use of the mare’s distraction by striking. Not with a magic bolt which the unicorn could have quickly repelled, but instead shooting a ring from his pocket, aimed directly at the distracted mare’s horn. The ring struck its target spot on, sliding easily to the base before releasing a slight click.

“What the…” Trixie stammered forgetting her breasts for the moment, hands quickly flying to her horn to remove the strange foreign object. To her complete dismay, it was clamped shut to her horn! A feeling of dread washed over her as she tried to fire up her horn, already knowing now her magic was completely disabled. Not the tiniest spark was produced by the unicorn who now could do nothing but return her gaze to her unicorn attack with a soft ‘eep’.

“Heh, there’s a good mare…” The unicorn sneered, now fully free to envelop Trixie’s body with his magic, and fly her struggling body from the cave. Trixie’s hands and legs were forced together in flight as her captor freely groped one of her prefect tits as he levitated her outside.

“Come back here with her!” Lighting Dust yelled to no anvil. The pegasus was already busy fighting off two lust crazed stallions with tongues hanging from their gaped mouths. Just as she was able to swiftly dodge a tackle from one of them, a net flew over her, enveloping her entire body in a tangled mess. More than enough time for the stallions to pounce on her and drag her madly cursing frame from the cave.

“Nets… why’d it have to be nets…” Lightning groaned. “Fucking cheaters!!”

Maud was the last mare remaining uncaptured, calmly standing over three grounded stallions who had suddenly come up with a recent and serve case of broken arms.

“Maud… stop…” Limestone said sadly as Flash Sentry grinningly hoisted her to her feet from behind. “Don’t fight them… they’ll… they’ll hurt Marble….”

Maud quickly saw reason in her sister’s words, lowering her fists and calmly allowing a stallion to escort her from the cave, still slightly afraid of touching her.

The squirming mass of tentacles were now writhing in frustration as it watched each one of its precious mares being stolen from beneath its grasp! The unicorn fighting it off quickly turned up the intensity of his spell, as the last pony made their way outside with their captive, before himself retreating. Dozen of tentacles flew after them, only to discover the ponies were far out of its reach. After a few vain attempts to stretch beyond its limits, the vines slumped to the floor. As a group, the vines slowly withdrew back to its now empty cave, depressed and alone once more…

~~~~~~~~~ ~~~ ~~~~~~~~~

Lighting Dust continued to struggle in her net as she was pulled from the cave.

“No! Let us go! Please! It-It need us!!” The pegasus pleaded. “We need it!”

“Heh, bitches be crazy,” Flash Sentry said which was met with a round of cruel laughter by his men. “You’re lucky it’s too cold out here to get a boner, mare. Otherwise we’d fuck you all senseless until you apologized for making us hike all the way out here for you…” He sneered. “Although I will say…” He added staring at each of their newly expanded racks. “It turned out to be quite the profitable detour… Wonder how much more cow udders like those are even worth! Well, whatever. Pack them up boys! I don’t want to spend a second longer in this freezing weather!”

“Don’t worry, girlie,” A stallion said to the captured Lightning Dust as her limbs were magically restrained and removed from the net. “We’ll find you all a nice set of owners back in Appleloosa. Won’t be crawling back to no plant for a good hard fucking anytime soon, that’s for sure!” A few series of rope flew over to each of the mare’s binding their ankles and wrists together as well as a ball gag to silence any further outbursts.

Lighting Dust couldn’t even flail as her body was forced into the fetal position and slowly descended into a black brief case with an interior shaped exactly for her balled up form. As her body slid into the snug fit, the lid of the container was closed, sealing any light from the outside world away. A soft click indicating her new prison was now locked from the outside. As the magic released her, she quickly struggled to move, only to find she couldn’t even budge a single part of her body an inch! The small lurches of her prison doing little more to amuse the group of slavers that watched from outside. Soon after their cruel laughter died down, she felt her entire container hoisted in the air by its handle, and set onto the nearby cart. Four more similar noises for the remaining cases, all containing the bound and equally helpless mares captured as well.

“Nice work boys,” Flash said. “Now let’s get these cunts the hell out of here…”

~~~~~~~~~ ~~~ ~~~~~~~~~

It was a mostly silent trip from then on. From the noises and feel from outside, the mares could tell the cart was no longer rolling through snow, but now solid land. Silently rolling them towards an unseen destination. Thankfully, the hiking stallions along with them, remained quiet for the most part, usually take a brief moment to talk about their plans when they got back to Appleloosa, most of which were disgustingly offensive.

For what the mares were able to gather from listening, the stallions had been doing this for quite some time now since the town of Appleloosa was reestablished as the new gathering point for all remaining ponies. Stallions from every corner of the world went for safety from the changelings, and of course, having been told sex slavery for women was not only legal, but mandatory. Despicable groups of stallions such as the ones they were currently captives of, were in charge of braving the outside world, avoiding changeling patrols, and finding the remaining stubborn mares who refused to migrate to Appleloosa before kindly pointing them towards it, whether they liked it or not. And the stallions were getting very good at capturing mares. They believed all women were weak and inferior to them, and the fact that almost every run in with mares they tracked down lead to the women being subdued and taken only helped fuel that belief. As much as the mares would have loved to tune out the groups of scumbag’s sexist remarks towards their gender, it was hard to ignore being as it was the few sources of sound they were able to hear.

But as normal as the cart rolling through the dirt was, it suddenly, without warning… stopped… just like that. Then there was silence once more. Each of the mare’s holding their breath as to why. The stallions who had captured them hadn’t said a word they could hear. In fact… as far as they could tell, they had all left the cart! What was going on?

Was it changelings? Had they spotted a patrol and run off hiding with their tails between their legs? Sweet Celestia… did that mean the changelings were going to take them now?!? The mares were unsure if the prospect of being captured by changelings was any better than this, but for some reason they felt more than eager to take their chances with the opposing side right now! It was a long while after that before the mares finally got their answer.

Four more black cases broke the silence, slamming down onto the cart with a triumphant creak of the cart from the added weight.

“Stupid mares,” Flash Sentry sneered, proudly patting his newest captures as his men joined back again from behind. “Don’t you know better than to light a camp fire when you’re trying to hide from someone? It’s like you bitches want to give us a spot to quietly sneak up to.”

“Not as good looking as our earlier captures, but the more the merrier! Today really is our lucky day!” Another stallion commented. “Might have enough bits to take that breather for a few months after this run!”

Lightning Dust sighed, through her ball gag, as she felt four more innocent mares stacked up next to her. Undoubtedly squirming in vain to free themselves from their confines. She wondered what they would be saying if they could talk. How they felt being betrayed and prepared to be sold to some random stallion as property by the very creatures they once lived with. Well… it wasn’t that hard to imagine… This was hell…

~~~~~~~~~ ~~~ ~~~~~~~~~

“Wake up, ladies!” Flash Sentry shouted, loudly rapping one of the cases to awaken the mares he assumed were sleeping inside. “We’re here!”

We couldn’t be in Appleloosa that quickly! Lightning Dust thought to herself. They must’ve taken us to…. the Crystal Empire’s train station!

“Beautiful sight to behold… not that you girls would know from in there, heh,” Flash Sentry went on. To say the station had changed recently would have been an understatement. All around them they were similar carts and groups parked, all with dozens upon dozens of similar looking black cases with them, undoubtedly all full with their unwilling trapped victims. Other stallion slavers had opted for the caseless route, instead were leading a line of naked bound mares onto the newly arrived train. Each mare’s arms and legs being almost completely restrained, besides a little wiggle room for their feet so they could slowly walk. Most mares were looking down, not willing to meet the gaze of the awful stallions, depressed as to not knowing what their fate had in store for them in Appleloosa. Other stronger stallions simply carried a bound mare or two over their shoulders, like it was their big catch. Well… in their own sort of way they were.

A stallion approached a nearby table plopping a bound mare down on top of it before another stallion wearing glasses. The official looking stallion pulled out a measuring tape, wrapping it around the squirming mare’s thighs, hips, stomach, and breasts. After a quick few jots in his pad, he picked up the mare and threw her in a large cage, adding a price tag to the top before handing a large sack containing the appropriate amount of bits to the mare’s capturer, who grinned and walked off. Another assistant locked the cage shut before hauling it onto the train as another stallion approached with another mare to sell.

Littered around the station were trash barrels, each of with were overflowing with bits and scraps of torn mare’s clothing, undoubtedly being forcibly stripped from unwilling bodies. Which the pegasus couldn’t help but spot.

“Ah, yes. That reminds me,” Flash Sentry said gesturing for his men to fetch the four newest cases they had captured. He quickly unlocked and opened one, helping a cute pink pegasus mare to her feet. The mare was still completely clothed seeing as the stallions were in a hurry to make the train. She quickly took in her surroundings, easily spotting the train being loaded up with dozen upon dozen of bound mare captives.

“I’m sorry, what was that?” Flash taunted the gagged mare whose pledging gaze turned to him. “You… you want to be set free? Let you roam back into the forest to hide?” The mare frantically shook her head to convey that was exactly what she wanted. She didn’t want to become some stallion’s little sex toy!

“Sorry…” Flash said with a mocking frown. “You know the slaver’s store policy. Absolutely no returns!” With that, he took a sharp bladed knife, slowly dragging it down the mare’s flinching body. The blade cute through the mare’s clothing like butter. A stallion behind her roughly yanked the cut remains of her clothing away, exposing her bare form to the world.

“Mmmmmm, now doesn’t that feel refreshing?” The cruel pegasus mocked as he gleefully sliced away at both sides of the mare’s panties, watching them fall to the ground. A necessary step seeing as a clothing for mares was outlawed back in town. “Letting that cute little body of yours out in all its glory for the guys to gawk at? Sure, you can pretend to hate it all you want. Deep down we all know you sluts love it…” Flash said to the now angrily glaring and nude mare. “All you creatures have ever done is feed off our attention… flaunting yourself in these skimpy clothes, showing off as much skin as you could just to get a trail of drooling stallions to stare. You’ve all been asking for exactly this to happen, and now you’re angry about it? Shesh, an entire gender of hypocrites…” Flash said, cruelly shoving the now naked mare to the ground, her bound wrists and ankles preventing her from getting back up. “You guys strip the rest of these common cunts and get them on the train,” Flash ordered, turning to the others. “I’ll secure our main prizes myself.”

~~~~~~~~~ ~~~ ~~~~~~~~~

Well… at least things couldn’t get any worse… Lightning Dust thought to herself. She didn’t know why she was trying to put a positive spin on current events. Probably because she was sorely depressed from going from the top of the world to the lowest depths of Tartarus in the span of a few hours.

She and her four companions had been placed on the very end of the train, the caboose… Not that that really meant anything other than a different ‘seating’ arrangement. Currently they were seated on a bench jutting out from the cabin walls. Her and Limestone on one side, with Trixie and Maud on the other, Marble Pie on the back wall of the train between them all.

Their legs were bent at the knees, with their wrists firmly secured on the same knots that held their legs spread. The end result being a cabin full of humiliated seated mares with their legs and arms out of the way, their full assets on display for any passersby. Fortunately for them, they had managed to score the last car in the train, so they were probably going to get the least attention. After Flash Sentry had secured them all down, he had left the cabin, leaving the five mares alone to their thoughts. Through the short opening of the windowless door he had left through to the other car connected to them, Lightning could spot a simpler setup of mares housed in stacks of cages, yet still bound as if it were some sort of bondage convention. Or mare’s arms simply secured from a rope hanging from a hook on the ceiling, their feet just barely able to touch the ground. Lightning Dust couldn’t really make up her mind regarding which set-up she would have preferred, but it’s not like they would have switched her if she could ask. Random stallions the other mares had probably never even meet before were joyously groping every inch of the mare’s unclothed bodies, as it getting a feel for their most private areas, while barking bids to what Lightning assumed were their temporal ‘owners’. The door had thankfully rolled back shut, blocking her from seeing anymore of the nightmare happening mere feet away from her.

Of course this current setup meant she was instead staring directly at Trixie’s seated and spread form. Casual glances at the distracted unicorn told her all she needed to know the mare was faring worse than her. The once dominate unyielding eyes she had come to know were now miserable and depressed. She felt bad for her. She felt bad for all of them! No one deserved a treatment like this… why couldn’t the stallions see this?!

Their arguments with each other seemed so pointless and petty now. In fact, it was downright foolish of them! They had been fighting amongst each other instead of hating the common enemy the entire time. The same enemy that were the reason they were stranded out in the snow, and now, captured as sex slaves! The stallions! They are the ones who pulled the giant dick move of pushing their own sexist agenda while Equestria was already reeling from the changeling abductions! Even with all of their friends gone and the land brought to the brink of collapse, all they could think about was how they were going to get off next! Like they always have! There was no doubt in Lightning Dust’s mind how much she absolutely hated the stallions she had once lived together in peace with. She hated those sexist pigs, not giving a single damn about what they wanted, only caring for themselves! All those years she had happily been at their side, and deep down they wanted to do this with her? Disgusting!

Lightning Dust closed her eyes and attempted to calm herself as she heard the last of the train’s passengers and their slaves boarded. Her now utter contempt for the stallions was racing her heart, getting her all worked up. She felt the train lurch to life and slowly start to pick up speed as it began its journey to the town of Appaloosa. A life of forced sexual service and humiliating acts in the hands of her worst enemy undoubtedly awaiting her.

Count to four. Inhale. Count to four. Exhale…

~~~~~~~~~ ~~~ ~~~~~~~~~

Lightning Dust didn’t know how or when she had drifted off and closed her eyes. The train was still moving at full speed, that much hadn’t changed. They were still scheduled for a living hell. All she realized was she felt something… Slowly opening her eyes she saw two arms reaching behind her head, undoing the ball gag lodged in her mouth! Not a single second after the gag came free from her mouth, did she angrily let loose on the stallion before her.

“You FUCKING animal! Don’t you DARE think of putting your disgusting cock anywhere near me or SO HELP ME I will BITE it off!” Lightning screamed at full force. “Do you hear me!?!!”

After she had settled down she took in who was standing before her… or more like trembling feebly on the floor. It was not a menacingly lumbering stallion, but rather… a short teen aged pegasus named Rumble. That didn’t stop the still restrained Lighting Dust from barring her teeth and growling angrily at the shaken pony.

“Calm down, Lightning,” Maud said calmly, Lightning just realizing the others had had their ball gags removed before her. “He’s not here to rape us…”

“I don’t care!! He’s a stallion! Even if he’s not a rapist now, but he will be someday!” Lightning snarled angrily, reverting her gaze to the floored pegasus which just shouted how much she would like to punch him. “All of you monsters are the same to me!”

“…..Please…” The quivering Rumble spoke. “I-I-I…I’m just here to give you some food…” He said, holding up a large bag of oats he had dragged in with him. “I don’t want to hurt you…”

“He can’t be all that bad, Lighting,” Limestone said, agreeing with her sister. Marble Pie staying solemnly silent still with miserable eyes.

“Yeah right…” Lightning scoffed. “What’s the catch, huh? Oats laced with chemicals to make us horny!? Get us nice and wet for your cock’s entrance?!” It was hard to ignore from the every mare’s current position in bindings that it would have been easy for a stallion to drive their cocks into their vulnerable cunts, and creampie inside while the mares themselves were helpless to prevent it.

The pegasus replied by taking a large handful of oats and shoveling them in his mouth. Making an innocent expression as he chewed that just said “See?”

“Ooooh, so our rapist needs a little chemical help getting a stiff one to shove inside his unwilling victims! What? Is my body not hot enough for you?!”

“Give it up, bird brain!” Trixie scoffed. “Just take some of those oats. No sense being enslaved and hungry at the same time.”

“Hmph! Fine!” Lightning conceded, just now realizing they were all probably as hungry as she was. It had been hours since they had been feed by that wonderful plant they were stolen away from.

Rumble nodded, still slightly shaken up by the pegasi’s anger. He dragged the large bag of oats over to the mare.

“You see the problem with this?” Lightning Dust said, shaking her bound hands on both sides that were still securely fastened to above her knees. “Are you going to let us out of here so we can eat?” She asked hopefully, a plan already forming in her head.

Rumble shook his head. “They… they didn’t give me a key to your shackles. They don’t trust me. I…I’m not even supposed to be talking to you right now!”

As the train passed over a bump in the track, Rumble recoiled in fear, quickly turning his gaze to the still closed train door having mistaken the sound for the slavers entering. Determining that the coast was still clear, he turned back to Lightning. “If they catch me slacking off, they’ll beat me again…”

Lightning Dust just now noticing, upon closer inspection, that the teenage stallion was adorned with various bruises from all shapes and sizes covering the exposed areas of his skin. More bruises than she had!

“Oh… I’m so sorry…” Lightning Dust spoke softly, before quickly shaking her head and remembering her anger. “Whatever! Just make it quick then! How’s this going to work anyway?”

Rumble reached into the bag, scooping out another handful of oats before holding up his flat palm to the mare’s mouth. Lightning Dust rolled her eyes in annoyance but craned her head down to nimble away at the offered food.

“See?” Rumble asked with a warm smile as the pony ate from his hand. “There’s nothing wrong with it!”

“Hey!” Lighting shot back between bites. “Eyes up here!”

Rumble quickly shot his eyes back up to meet hers with a blush. “S-Sorry… it’s just… you’re all really cute.” He said, making sure to suppress his strange urge to pet the mare before him as she ate.

“Just let him look,” Limestone said. “We’ve going to need to learn how to get over it sooner or later anyway!”

“Geez, ok!” Lightning huffed. She didn’t know why she wanted Rumble's eyes off her breasts and on her feeding like an animal offered some pet feed in the first place. It was probably all part of their plan. Get them behaving like animals so they’ll become animals!

“Now listen,” Trixie started, seeing an opportunity to do some good. “Don’t believe what those bad men tell you. We aren’t sluts who are hungry for nothing but sex! We have normal desires just like everypony else!”

“They said they caught you all naked and having sex with some plant…” Rumble retorted.

“He’s got us there,” Maud deadpanned.

“Not helping, Maud!” Trixie returned.

“So… is it true we’re headed to Appleloosa?” Limestone started, taking over.

Rumble looked down, almost as if he was ashamed to answer. “Y-Yes… You’re headed to rejoin the rest of the remaining pony population that’s gathered to rebuild Equestria’s future…”

“Let me guess… mares aren’t going to be seen as equals in this wonderful future of there’s…” Lightning Dust added. Rumble didn’t answer. “How bad is it for us?”

“I… I don’t think I should be the one to tell you…”

“Tell us!” Limestone ordered with an authoritative tone.

“Ummm, welllllll... there’s someone new in charge now... He kinda assumed full power and changed the laws regarding almost everything. Like slavery is completely legal as long as it’s for mares, and it’s illegal for a mare to fight back against a man…” Lightning Dust scoffed, thinking back to their fight with their slavers. Turns out THEY were the criminals in that situation. “Stallions can literally get away with doing anything to you… besides murder. Education for mares is illegal… mare’s speaking unless spoken to is illegal… mare’s not obeying a stallion’s orders is illegal… all of which warrant serve and public punishment… Mares-”

“STOP! Stop! Never mind... I wish I didn’t ask…” Limestone said sadly. “What a nightmare…”

Rumble look loose a long sigh. “It’s not pretty… I know… but it’s all we have left! We’re not all monsters! Some of us don’t like what we’re doing to you girls either. I don’t! You all seem like really nice girls… And I would want to change how you’re treated, you don’t deserve this. But…. we’ve all told we have to follow the rules of our new leader because our society is fragile after the changeling invasion. Our leader is extremely adamant about his position on women. And we can’t take any political upheaving that would lead to conflict! If we break up again, the changelings will easily pick us all off! So….”

“So… what?” Lightning Dust went on. “You mean us mares are just going to have to learn how to put up with being low life sex slaves?”

“For now…. please!” Rumble pleaded staring into Lightning’s eyes. “I know it’s not easy to ask, but I don’t want Equestria’s legacy to end with anarchy or changelings! Even if it’s not the same as before, it’s still my home! And yours as well! A-And my bosses! The ones who bought you all… They’re not all bad! They’re tough but fair… just do exactly what they say and hope you don’t get purchased by anypony!”

“Mmmm!!” Marble Pie broke her streak of silence with a pained groan. The mare started helplessly thrashing about in her bonds, looking as though she was trying to reach herself. The others in the cabin paused their conversation to turn to the earth pony who sounded to be hurting.

“W-What’s wrong with her?” Rumble asked with a worried expression as he scooted on over to where the mare was flailing.

“Damn it! It’s her tits! She hasn’t been milked since we were captured!” Limestone shouted. Rumble could easily spot Marble’s pink nipples, now leaking tiny amounts of white milk, her enzymes still working overtime to produce the white substance not knowing the mare’s containers were reaching full capacity.

“You’re going to have to milk them for her!” Trixie ordered to Rumble.

“M-Me?” Rumble stammered. “I don’t know how do to that! I’ve barely even started touching mares!”

“Well figure it out!” Limestone urged. “Hurry! Before something bad happens!”

Rumble bit his lip, sliding further in front of Marble. The mare was obviously in pain, but shyly averted her gaze with a red blush, unable to meet the pegasi’s gaze. With caution, he reached over with both hands, firmly grasping ahold of Marble’s soft supple breast flesh into his open palms. With a simple soft squeeze Marble cried out just as a splash of milk flowed from her breasts that were now swelling to record size and dripped onto the cabin’s floor.

“It-It’s working!” Rumble said with a sigh of relief. With growing assurance he continued to squeeze down harder, even working to push in and pull outward, all of which was met with moaning approval from Marble. The stream of breast milk came flowing out with much more vigor now, firing off a good distance and actually soaking into Rumble’s tattered shirt.

“Oh geez,” Rumble stammered, momentarily pausing his task and releasing the gasping Marble’s breasts from his hands. “My bosses will kill me if I come back with breast milk all over my shirt!” With a single swift motion he grabbed his shirt, and pulled it over his head, throwing it into the corner and revealing his toned chest and back to the room. It was the mare’s turn to blush as Rumble wordlessly went back to work, grabbing Marble’s heaving breasts and forcibly squeezing the milk out. Marble was obviously enjoying the treatment as she shamelessly moaned in pleasure to each pump.

Finally the excess supply of milk came to an end, the remainder of Rumble’s groping doing little more now besides being a few mews from the mare. With much reluctance, Rumble released Marble’s tits, not wanting to seem like a pervert or anything to the other mares in the train cabin. As the drenched pegasus stepped back, he couldn’t help but notice Marble’s eyes were staring directly at him, her pupils had been replaced by beating hearts.

“Mmmmhmmm!”

“Marble says thank you,” Maud said plainly.

“Oh, uh…. You’re welcome? Heh heh,” Rumble replied, blushing and slightly averting his gaze.

“Mmmmmmmmhmm!”

“Marble said to take off your pants…”

“Wait…. what?!” Rumble stammered. “I’m not doing that!”

“Take off you pants,” Maud deadpanned, “or she’ll break out of her shackles and rip them off for you...”

“She’ll do it!” Limestone added with a growing grin. “She’s crazy strong when she wants to be!”

Rumble could already hear the fastening holding the horny mare in place beginning to creak. “Oh man! Oh man!” Rumble panicked, quickly sliding his pants down, his guilty boner popping into plain sight for the five mares to gaze at.

“Well now…” Trixie sneered, with a coy smile. “Seems like someone else was enjoying themselves a little too much…”

Rumble couldn't help but redden even more. Even after they were legally defined as lowly slaves, girls still managed to find a way to pick on him!

“Marble wants to say thanks in her own way…” Maud said, seemingly unaffected by the humor. “Get closer to her…”

Rumble released an audible gulp, stepping back up to the pony, his erect cock perfectly aligned with her mouth. Marble craned her neck forward as her lover approached, heart racing a mile a minute. The pegasus released a soft groan of pleasure as the mare’s warm mouth enveloped his member.

“Mmmmm,” Marble moaned as she happily bobbed away with what little she could move her head while she sucked off her savior.

“Ahhh!” Rumble groaned, loving every moment of the mare’s tongue sliding across the underside of his dick. This is the last thing he imagined doing with a mare today! Sure he could found any random mare on the street and done it, but he never just found the same appeal with that. This, on the other hand, was amazing!

With both his hands, he reached around to the back of Marble’s head. One gasping ahold of the back and firmly assisting the mare’s movements up and down his cock, the other softly stroking the back of her long flowing hair. “This feels wonderful!”

Around the cabin the other mares couldn’t break their gaze towards the action even if they wanted to! Despite their current predicament, they couldn’t help but stare, each of them growing slowly more aroused by the moment, their folds becoming slick as they watched the shy mare eagerly suck off the nice pegasus who had simply come in the to feed them!

“They grow up so fast,” Maud said calmly.

Rumble throbbing pole drove between Marble’s wet puckered lips. The musky masculine taste flooded the mare’s senses, inducing an even greater feeling of urgency to please the stallion before her. Her hands flailed helplessly in their shackles, anchored to the side but longing to get the slightest tough of the stallion’s toned body.

Without warning, Rumble pulled Marble’s head to his base, lodging his now madly pulsing cock as deep into the cum hungry mare’s throat as it could possibly go. With a triumphant grunt, so loud he worried the other cars would hear, the pegasus climaxed, releasing days’ worth of pent up seed straight down the throat of the happily moaning earth pony. Marble sucked down every drop of cum she had earned, her cheeks bulging out with the pure amount of sperm being unloaded into her, desperately clinging to it all, wanting nothing more in the world than to swallow it all down. But the task overwhelmed her as she failed to keep up! A river of cum spilled from her mouth, which was all caught by her swaying breasts below. The cum splashing into her tits and flowing between the valley of flesh between them.

With a pop, Rumble’s cock from the tight confines of Marble’s mouth, shooting off a few excess ropes of cum onto Marble’s smiling face, coating the mare’s cheek and nose. The mare shamelessly leaned her head back now, release an audible gulp as the entire cabin of ponies watched the bulge of Rumble’s remaining cum travel down her throat, joining the collection in her stomach.

“Mmmmmmmm,” Marble moaned, after which the room stayed silent.

“Marble says thank you, again,” Maud said. “Your semen was very pleasing to her.”

Rumble stumbled backwards, out of breath, having felt like he had lost a few pounds with his orgasm. A wide dumb smile now crossing his features.

“Hey! Buddy!” Lightning shouted, breaking the stallion’s moment. “Don’t just stand there gawking! We’re all on the same boat she is!” She said, shaking her swelling breasts that too needed to also be serviced.

“Ummm, yes… Trixie would also like to request some assistance with her expanded mare parts, please!”

“Pie sisters, first!” Limestone interjected.

Ohhhhh man…. Rumble thought. This is going to be a looooong trip to Appleloosa….

A Changeling’s Weakness (Part 2)

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The situation in the hive’s royal chamber had not improved much in the past hours. The mood for sex was dead, of course. None of the mares, stallions, or changeling queen knew how to proceed with the Appleloosa matter, given the ominous threat of a mysterious defense against the all-powerful changelings. All they could do is wait, knowing that with each passing minute, more and more mares were being forcibly migrated to the town.

What could it be… Royal Pin thought to himself, sitting in contemplation on his bed. A spell like the one Shining Armor and Cadence’s used at their wedding? No… there’s no way that level of magic would affect changelings in the slightest anymore. Perhaps they’re gathered the elements of harmony somehow? If they did, I’d wager the elements would backfire against them before it ever went after the changelings…

Thankfully, to break the awkward silence a non-descript stallion, obviously a disguised changeling drone, teleported into the room in a green flash. The mares and stallions jumping to their feet at his arrival.

“Ah, that was quick,” Chrysalis said. “What do you have to report, scout? Tell us everything you’ve discovered on your mission. Do not spare us the smallest detail!”

“I can’t, my queen…” The stallion disguised drone spoke slowly. “None of the drones… were able to even get near the town…”

“….M-my god…” Chrysalis shuddered, her worst fears confirmed. The blood freezing in her veins as she turned a cold white in fear. “They… they know! We were too late!” She growled. “This matter is much much worse than we could have feared for those mares!!! We should have been more aware! It should have been weeks before it descended to this point!”

“Chrysalis slow down!” Jet Set ordered. “What are you talking about? What’s going on?”

“Not for your ears, ponies!” Chrysalis growled, all polite demeanor from her pose gone. “I must act, NOW!” She screamed, causing everyone else tremble backwards in fear of their own.

“More and more ponies are flooding to that same location, it’ll only get worse! We haven’t the time to dally around some table in discussion while the enemy grows stronger against us!” Chrysalis growled to her scout, who respectfully bowed and stepped back. The changeling queen’s eyes shot to Fancy Pants. With a bright green flame that enveloped her, there were suddenly two of the same stallion in the room, as Chrysalis adorned the disguise of a well-dressed man she figured worthy of high stature in the stallion’s world.

“Wait… you’re not actually thinking of going there? Are you?” Jet Set asked, still partly confused as to what was going on. “It’s obviously not safe for you changelings if your scouts can’t get near it! I won’t let you!”

“You! Mare!” She shouted, completely ignoring her master and turning to Suri, who froze in place. “You say this false leader of theirs is commanding their every action?! Making the mares live like this!? He is to blame?!”

“Y-Yes…” Suri stuttered, shrinking towards the ground in the face of the changeling’s furious eyes. “It’s all mostly h-him! Things would definitely be different without him!”

“Good….” Chrysalis said, averting her gaze elsewhere, plotting her next move. This leader of theirs… to be the cause of so much pain and suffering… So much humiliation and misery of innocent mares who just wanted to live their lives in peace. And with her men unable to get anywhere near them… there was only one reasonable course of action she could take with any hopes of succeeding that would fix things.

“Change of plans, everyone… I am going kill that pony….”

Before anyone else could utter a single word, she vanished from sight in a bright green fiery flash, having teleported straight into the heart of Appleloosa.

~~~~~~~~~ ~~~ ~~~~~~~~~

“Keep your heads down… don’t look around, and whatever you do, DON’T make eye contact with anyone! Not even me!” Rumble whispered to the line of ponies. The stallion gave a quick peak outside the cabin door, onto the Appleloosa train station where many stallions were working to unload their cargo from the train, having finally arrived in the new slave capital of the world.

Fortunately, the coast seemed clear, no brutish stallions just hanging around looking to start fights or shady men shaking to steal the first attractive mare slave someone took their eyes off for a moment. Probably because the sun was about to set any minute now. Most of the stallions retreat to the bars late at night. With two soft tugs on the leash, Rumble stepped out of the train, motioning for the mares to follow.

Lightning Dust crawled out. Around her neck was a thick metal collar, locked in place tightly of course, almost to the point it restricted her breathing! Hanging from it was a small tag that read her name with the phrase ‘Sex Slave’ etched directly under it. The leash had been pulled through a hole in her collar, which traveled down between her dangling breasts and legs, before connecting to Trixie’s own metal collar, who crawled out behind her next, needing to keep up the pace with the pony her leash was attached to in front of her. Marble, Limestone, and Maud all crawling out next. None of them needing to say how humiliating this treatment was because they all knew they were thinking it.

“Don’t worry. It’s just a short distance to the store you’ll all be staying at…” Rumble whispered to the girls. “Remember, don’t look at anyone! It’ll only start trouble for you girls…”

Lightning Dust quickly shot her head back down to the dirt ground, wishing she had listened. Her quick glimpse at the town’s lively activities was all she needed to fuel her nightmares tonight. But curiosity had gotten the better of her. So many ponies around her… and yet she had never felt more unsafe in her life.

Mares and stallions were out on the street in plenty, the only difference was, like her, none of the mares were walking. From Lightning’s brief glance upward, she could see every mare wore similar metal collars, were all crawling in the same fashion. Some growling angrily up to the stallions who held their leashes as they were almost literally dragged through the dirt, but none of them actually choosing to rise to their feet when they easily had the ability to. Lightning could stem a guess as to why that was… The only mares that came close to be considered standing were the ashamed ones standing on platforms, doing a slow turnaround as stallions shouted bids at the auction master for the rights to their bodies. Others were tied down to poles as their owners ventured inside the saloon. All of which had no choice but to patently await their stallion’s return while naked and out in the cold, not wanting to be caught trying to escape, but still giving thanks they weren’t the unlucky ones who were actually brought inside.

But those mares seemed to have it easy compared to the other women with their heads and wrists locked in a stockades, bent over at a ninety degree angle. Different shades of cum all centered around their gaping cunts and assholes, while over on the other side their facial features were pretty much concealed under the think spurge. Scribbles of black marker on their rear ends and legs had dozens of cruel remarks written ranging from ‘Rape Here’, ‘Free Fuck’, ‘Cum Dump’, or ‘Use me like the sex toy I am’ were present, all pointed at her reddened pussy, gaping with a mixture of several men’s sperm.

Lightning Dust gave an audible gulp as she continued to crawl where she was lead, hoping those mares were all on their safe days. For some reason, the thought of being knocked up by a stallion rapist behind you that you never even got to see was horrifying to her!

“Those are the bad mares,” Rumble whispered, rolling his eyes knowing Lighting Dust was looking around. “That’s just one of the things that happens to you if you disobey a stallion… A lot of guys really don’t have much in the way of mercy here.”

Lighting came to the quick realization that Rumble could have easily thrown her in the stocks right there and then for failing to follow his orders! Her word meant nothing compared to his! Thankfully, he didn’t. The stallion had proven her to be one of the nicer types, despite her many initial suspicions. She just hoped to Celestia that he wasn’t the only one in this town. Still, she had received her fair share of nightmare fuel for the day, and obediently kept her head low as she crawled the remaining distance, which they thankfully arrived at quickly.

Two surprising happy unicorn stallion heads were painted on an unnecessary large sign on the roof reading: Flim & Flam’s Fun Slavery Emporium!

“Oh you have got to be kidding me!” Lightning Dust cursed under her breath as they crawled inside.

“Welcome! Welcome!” Flim announced. “To the one and onl- oh it’s just you….” He said, noticing it was only their assistant.

“Ahhhh, splendid work, my boy!” Flam said. “Brought our latest shipment to us in one piece. And it seems like they are exactly as advertised… for once.” With that, he took the leash from the pegasus, jerking it roughly to pull the mares to the backend of the shop containing rows upon rows of stacked cages, most of which contained a single sex slave, with a price tag over their cage doors.

Lightning Dust tried her best to avoid making annoyed expressions as the older stallion bent over to grope at her dangling breasts, giving her nipples an extra-long feel. Knowing this town, attitude would have done her more harm than good. Stallions seemed just itching for an excuse to punish them!

“Mmmmm, tits like these will sell reallll nicely,” Flam whispered into her ear. Very creepy. They were just boobs! Why did guys always focus on them so much?! Did they even care she was one of the fastest flyers in Equestria? Of course not. The closest they would come to that would be asking how tight it made her cunt…

“Off you go now, Rumble. The front deck is long overdue for a sweeping. Keep up the good work lad and I think you’ll be due for a raise!” Flim lied, ushering the boy outside with his hands.

“Yes Mr. Flim! Right away, sir!” Rumble said, grabbing the broom from the normal spot and exiting the building.

“In you go now!” Flam chirped, magically undoing the fastening holding each mare connected to the one behind her. Lightning Dust was magically levitated into an open cage, the cage door promptly closing and locking behind her, sealing her inside her new home until such a time as a stallion purchased her. Not a very lively room as it were. In it, there was a half empty water bottle that hung from the back end of her cage which she could have drank from like a gerbil. Not sexual in nature by itself… but she had always personally felt gerbils drinking from those things looked as if they were giving it a blowjob. On the floor was a single small used pillow for her to rest her head upon. And of course a dog bowl, which she assumed her food would be going whenever their oh so kind owners felt like feeding them.

It was a strange setup. Other slaves were caged on either side of her, and below and above, not that she could see those ones through the roof and floor of her cage. She was located on the left side wall of cages. Trixie was pushed into an empty cage on the bottom of the right wall. Maud, Limestone, and Marble all huddled into three separate cages next to each other on the middle back wall. The complete setup forming a square with a missing wall shape.

Considerate. I guess…. Probably the nicest thing a stallion has done to a mare here… Lightning thought as the Pie sisters attempted to comfort each other. Well… now I know what it’s like to be a dog in the pound now…

“Gooood… no fuss from the ladies,” Flam said with a grin as he closed and locked Limestone into the last cage, pocketing the key. “I trust that means you all received your orientation on you way here then… so you know exactly what happens to naughty mares who misbehave.” He finished with a cruel chuckle, walking back up to the front desk to await customers. Once he was clearly out of the room, the mare next to Lightning’s cage leaned over, pressing against the thin metal bars.

“Hey! Pssst! What’s your name, newbie?” She asked.

Lightning checked her mental list of things she had to hate before answering. Every stallion ever besides Rumble? That was a check. Changelings and their queen? Check! The one squirrel she felt was always giving her the finger behind her back? Check again!

“Name’s Lightning Dust,” she answered plainly with a touch of trying to seem tough, not wanting to appear like a train wreck of a mare who was one moment away from breaking into tears from the mean old stallion’s treatment. She might be here awhile and had to set a good impression! Seeing as there wasn’t much else to do…

“Alright. Hang in there. First day is always the hardest. And just call me A.K Yearling,” The mare replied, sticking her arm through the holes in the cages to shake her hand. Only then, did Lightning Dust turn to see who she was talking to.

“Ohmygosh ohmygosh ohmygosh! Daring Doo!” Lightning squealed. Completely forgetting her sexual imprisonment and nudity for a moment.

“Yes….” Daring Do sighed, “or that…” She really missed her disguise… or any clothes she used to wear for that matter.

“I’m like your biggest fan!” Lightning went on, grabbing hold of the cage thin wall that separated them,

“Thanks… I get that a lot…” Daring Do said. It still haunted her to this very day, her decision to insert one of her fans into her novels. It wasn’t even 24 hours later as it’s release that her home was swarmed with fangirls, all seeking to go on similar adventures with her… some of which had written some disturbingly abusive and sexual fan fictions of her… Apparently, no one could keep a secret about her identity. “Could we maybe talk about something else for now?”

“Oh… y-yeah, sorry,” Lighting quipped, suppressing her current fangasm. Making a mental note to bring up her fan fiction later. “So ummmm, how are you here? Shouldn’t you be off in the valley, fighting the forces of evil?”

“I’m here because Ahuizotil captured me again…” Daring sighed. “But instead of throwing me into another lazily designed death trap room that I could easily escape from like the other dozen, he just raped me.”

“Oh…... I’m so sorry…” Lightning said sadly.

“Don’t be. He has a micro-penis. It was really more funny than traumatizing.” She said with a chuckle. “But he did stuff my laughing body into a crate and sell me to these sexist pigs he called ‘top men’ afterwards. That was a week or so ago…”

“Oh geez! If you haven’t escaped from here by then! That means…”

“Yep… give it up kid,” Daring sighed. “No one escapes from this place… much better off not even trying. Might not be any walls around this town yet, but it’s locked down tighter than any jail. They’ve got watch guards, trackers, traps, and even if you do somehow manage to get away, it won’t even be a day before the slavers haul you back here.”

“B-But then what?! We’re just stuck here as worthless sex slaves for the rest of our lives!?” Lighting said, slightly louder than she intended but growing increasingly frustrated. Daring signaling for her to keep the volume down. She didn't care what her idol claim. She was going to get out of here one way or another! “I don’t want to live like this forever! Like… like some sort of dumb animal!”

“And we won’t have to!” Daring assured her. “I don’t know if you’ve noticed. But the sun and moon still rise and fall each day. That means our princesses are still alive and out there!”

“Yeah!” Another mare from below Lightning couldn’t see said. “And if they’re out there, who knows who else is too? Maybe all of the ponies that were abducted by the changelings managed to escape! They’ll come to rescue us any day now! I just know it!”

“I sure hope so…” Lighting sighed, folding her knees to her chest.

“That’s really the only thing that keep most of the mares here going…” Daring said. “The changelings don’t come an inch near this place, for Celestia knows why, and the stallions certainly aren’t showing any sign of reversing their position on us. Now that they so conveniently have us locked in cages, especially not with you know who in charge. Is it just me, or have guys always been hinting they’ve wanted to do this to us?”

“Wait…” Lightning spoke. “Everyone’s been talking about this new leader guy. Who is he?”

“You don’t know?” She asked, to which Lightning shook her head.

“After the four princesses vanished by the changeling’s hand, he assumed all power in their vacancy as the rightful next in line for the throne being partly related to Celestia.” A mare from the above cage spoke.

“But who’s he!?”

“Prince Blueblood.”

~~~~~~~~~ ~~~ ~~~~~~~~~

“Something wrong, Rarity?” Suri asked.

“I j-just felt a dark chill…. creep across m-my very soul…” Rarity stuttered, eyes wide and frozen in fear.

“…………Fine! Fine! I can take a hint!” Suri sighed, withdrawing her monstrous cock from her slave’s rear entrance.

~~~~~~~~~ ~~~ ~~~~~~~~~

“Never heard of him…” Lighting shrugged. “What has he done anyway besides declare us worthless?”

“Take a closer look around,” Darning replied. “Do some of us sex slaves seem a tad… different… to you?” Lightning was confused, but complied anyway, taking a closer look at each of the miserable faces in the cages she could see on the opposite walls. Something she surely would have enjoyed missing.

“Hmmm… unicorn, unicorn, pegasus, earth pony, unicorn, earth pony, hey I went to flight school with her, another pegasus, earth pony, wait…. WHAT?” Lighting quipped. She had no idea how she missed this when she came in.

There, in side by side cages, were two naked grey and black zebra mares, kneeling calmly in their cages with closed eyes as if the smallest flinch or sign of discomfort they gave would be a victory for their captors.

“Zebras!!” Lighting shouted in silence, hoping they couldn’t hear her gossip. She had only heard stories about such creatures, never actually seen one in person. And this certainly wasn’t the way she pictured or wanted her first encounter to turn out. “W-What are they doing here?! They normally stick to their own land!”

“Well, apparently somepony sent out a distress to nearby nations saying we were recently attacked by changelings and needed immediate assistance. That much was true. But what wasn’t said was the so called ‘help’ they were seeking was not enough fuckable holes for them to stuff their dicks into!” Daring scowled. “Zebras like those two are easily picked up now roaming around in Equestria, seeking to help us. They don’t even know stallions are dangerous! Usually just wander right up to them…”

“That’s awful…” Lightning said. Zebra mares seeking to help those in need. These were the last women in the world that deserved to be enslaved!

“Yeah… that is Blueblood’s idea of a pro-immigration policy.” Lightning Dust was really starting to not like this Prince Blueblood. Now feeling the need for an extra urgent rescue from the princesses. Relations with the Zebra nation were already strained before all this. But now… if word ever got out about this, tricking their citizen into our territory and forcing them into demeaning sexual servitude?! It would be seen as an act of war! Ponies already had the ever constant threat of changelings to deal with, they didn’t need the Fallout of another war with zebras!

“I know that look,” Daring sighed. “I feel bad for them too. They don’t deserve this. But this is just our life now for the moment. And cheer up! Things aren’t too bad here… well… compared to the rest of town it isn’t. If they’re lucky they’ll stay here for a while, seeing as Flimp and Flamo over there charge an arm and a leg for rarities such as them.”

Lightning squinted, trying to glimpse at the price tag hanging above the Zebra’s cages.

“10,000 bits?!?” Lightning whistled. “Oh man, the things I could buy with that kind of cash on my hands!… But why is the other one only worth 9,000? She’s cute too! Really cute!” Secretly, Lighting was already wondering how well they performed in bed when the lights were out.

Daring gave a quick glimpse over to the still and silent zebra mares. “Smaller breasts… see?” Lightning gave another quick peak. The zebra on the right easily having large D-cup size, while the other on the left was more in the C range.

“Wait… so they’re valuing us based on our bodies!?!” Lightning exclaimed to which Darning nodded.

“Mostly our breast size and how much we weigh…”

“That’s despicable! It’s repulsive! It’s….it’s….actually… I guess that much is still the same about them. Just now they are taking it much more literally. Guess some guys don’t really change all that much. Wow… wonder how much I’m worth?”

“No! No! Don’t look at your own price tag!” Daring warned, but Lightning didn’t listen. Leaning forward and poking her fingers through the cage holes the pegasus briefly managed to turn the tag, getting a good look at her bit price.

Daring didn’t hear the pegasus give an amount, all she saw was the mare silently turn to her with a large smug smile on her face before leaning back in relaxation in her cage.

“Yeahhhhh…. I’m going be here for a while!”

“Fat chested cow…” Daring scowled. “You remind me of this other pegasus I knew. She looked like a flyer and loved to flaunt her ego in everyone’s faces too.” She was actually unsure why this pegasus seemed like a flyer too… given her well-endowed status… Extremely large chested women usually weren’t found doing athletic roles.

“Oh what are you so angry about?” Lightning asked. “You’re a celebrity! You probably go for a handful too!”

“They haven’t read my books…” Darning mumbled. “They don’t believe I can even write. Not like it would matter. Its mare literature now… They probably burned everything a mare has ever written.”

“You mean another Blueblood law?”

“No…” Daring sighed. “Blueblood would have done something like replace all the author’s names with stallion’s. Probably his own. He’s cruel, but he isn’t wasteful.”

“Shesh… well what else is there to know about this jerk, Blueblood?”

“Well, let’s see… from what I gathered with all the random stallion chatter around here, he noticed a power vacuum left behind with all of Equestria’s leaders gone. Common idea going around was that the mares taken wanted to go with the changelings, for Celestia know’s why, so it was easy for him to manipulate that anger in the leftover and lonely stallions to doing his bidding. Rebuilt the nearest settlement outside of changeling patrol territory… revoked all our rights and privileges as pony beings, and basically classified us as male property… The nerve of that asshole…”

“But… you said the princesses are out there! How can he run a new dictatorship with our current rulers still alive?!” Lightning asked.

“A lot of ponies, even stallions, ask that same question. But Blueblood just ignores them, saying he’s positive the princesses are long gone, or traitors to all of pony kind, if they aren’t either of those, they no longer hold any right to power… just like all other women…”

“All women…” Lightning sighed. “Not just ponies, but zebra women too!?”

“And buffalo women, and gryphons, and even yaks. Pretty much all intelligent life, the female gender are going to be inferior in every way. What a coincidence…”

“I really want to punch that asshole…” Lighting growled.

“We all would… especially me, even knowing what they’ll probably do to me if I did.” Daring sighed. Lightning knew she wasn’t bluffing. Daring Do’s was well versed, strangely, with experience of punching giant pussies in the face.

“I’d punch every stallion in the world for what they’re doing to us…” Lightning added, not wanting to seem weak in front of her idol.

“I know it’s easy to hate them all, but there really are some good ones out there!”

“Seriously?” Lighting asked. “Why does everyone give these guys the benefit of the doubt?”

“I came here willingly…” A mare above her said.

“What?!” Lightning exclaimed, turning to face where the voice was coming from. “Were you high?!”

“Me and my sister… we weren’t ready to survive out in the wilderness all by ourselves…” She replied. “We were starving by the time a stallion found us. He didn’t capture us, but he fed us! Then he convinced us to come here to the last bastion of pony society left where we would at least survive. He was going to keep us as slaves but he said he would never abuse us, and he never did… but… some men broke into our room in the middle of the night and carried me away… they used me then sold me here… I’ve been waiting for him to find me ever since… But he would never come inside a scummy store like this place!”

“I kinda had the same deal… It was odd,” Another mare spoke. “The slavers who found me and my friends seemed to genially believe we would be better off here than taking our chances in the deserted city of Los Pegasus… and they’ve been right so far. Never really pictured slavers of actually being nice before this.”

“And don’t forget Rumble!” Another mare quipped.

“Everyone loves Rumble,” Daring said with a smile. “He’s half the reason living here is so tolerable.”

“Geez… a bunch of softies…” Lighting scoffed. “Why don’t you just ask Rumble to buy you!” Many of the faces turned and blushed, causing Lightning Dust to roll her eyes and face palm.

“On his salary? Please….” Daring scoffed. “It would take him months before he had enough to buy a single one of us. Even with Flim and Flam’s generous 2% employee discount. But….. a lot of the girls here try for the next best thing when Flim and Flam order him to work overtime before they leave for the night.” Daring Do responded with a seductive lick of her lips as she laid down onto the floor. With more flexibility than Lightning Dust, Daring bent her spread legs back so as her knees were hugged to her breasts, positioning her bare cunt near the hole near the front of the cage where a stallion could presumably, with difficulty, thrust his cock inside.”

“Wait…. You girls want to have sex?! Him? Here!?” Lighting exclaimed, completely dumbstruck.

“With him… yes,” Daring sighed, rising back up to a normal sitting position. “But he’s very shy. Extremely hard to seduce, even with our combined skills. Can’t really blame him. All of us would be watching him fuck us even if we said we wouldn’t.”

“B-But why!? Why do you want to have sex in a town like this?!”

“We don’t want to have sex… we just want to have his foals…” Daring answered plainly.

“….Try again….”

“Especially in a town like this…” Daring went on. “Any one of us could be hauled out of here without a moment’s notice… and delivered into the hands of some crazed rapist who would make it his life’s goal to impregnate us, seeing as protection isn't a real thing here. Given the small choice we are allowed to have here, wouldn’t you choose to deny them that satisfaction and instead get knocked up on your own terms… with a kind stallion deserving of such an honor?”

Before Lighting could answer the seemingly perverted question. She, and everypony else, immediately quieted down as Flam casually walked into the room, whistling a merry tune.

Leafing through the row of silent cages he finally found the one he was looking for, magically levitating it off the rack, and floating an empty one into its place. The mare inside, a purple earth pony with average sized breasts slumping over in defeat as she was carried out of the room to her buyer outside.

“Last sale of the day, ladies! Lights out!” Flim announced, poking his head into the room. “And like always, don’t even think about chatting with each other! There’s only one thing in this town your mouths are good for!”

As Flim flipped the light switch off and locked the door to their room shut, Lightning didn’t even need to look to know most of the mares in the room were rolling their eyes.

"You should get some sleep," Daring said. "You look like you've had a long day."

"Alright... just try to keep the volume down, okay?" Lightning yawned, as she closed her eyes, laying back into her pillow. She was not looking forward to life in this town…

A Changeling’s Weakness (Part 3)

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In a lone dark alleyway between structures, a brief green ball of fire erupted from nothingness. Chrysalis, queen of the changelings setting foot in the town of Appleloosa for the first time, still adorned in her magical disguise as the influential Fancy Pants.

However, no sooner had her feet touched the ground did the stallion disguised changeling knees follow soon after. The queen collapsing onto the dirt ground. She couldn’t do a thing to stop the bile rising from her intestines as she lurched over, throwing up the contents of her stomach onto a stack of wooden crates before her.

I-It’s far worse than I imagined! Chrysalis mind screamed. I…I need to m-make this fast!

Steeling herself through the pain and disgust, Chrysalis wiped her mouth as she struggled to her feet. With much added effort, she attempted to resume a normal walking pace out of the back alley, as the wooden crates she had defiled slowly dissolved behind her.

It was night…fortunately. Even as bad as the feeling she had now, it would only get worse when the ponies of this awful town awoke once more in the morning. An idle stallion sitting on a nearby bench spotted the limping stallion, who appeared to be in a great deal of pain. He quickly rose and trotted over to the man.

“S-Sir? Are you alright?” He asked, concerned. “You don’t look to well… do you need a doctor?”

Oh sure! Be a decent pony being to me because I’m a STALLION! Chrysalis growled through thoughts. Is it that hard to show the same respect to a mare!?!?

I-I’m fine,” Chrysalis coughed, putting on her best impression of the Fancy Pants she had come to know. “However… would you be so kind as to point me in the direction of this… B-Blueblood fellow? I have an urgent matter that requires his immediate presence…”

“Oh… you must be new here, fellow. Guy lives in the big manor on top of the hill down that way. Can’t miss it…”

“T-Thank you…” Chrysalis said, immediately trudging off in the direction the stallion had pointed.

“You know he’s not going anywhere!” The stallion called after her. “And you look like you could really use a visit to the whore house. Get yourself in a nice quick slave mare… reckon it’ll brighten you right up!”

Chrysalis stumbled again, thankfully keep her footing. She wanted to hurl again just from hearing that disgusting remark!

“N-No thank you!” She said, forcing the most polite tone she could muster. The stallion just shrugged and started walking the other way to the whore house alone.

Animals! All of them! Every single one! They’ll get what’s coming to them! I’ll level every building in sight to the ground if I could! But I haven’t the time to deal with these monsters now… I can already feel my magic beginning to fade. I must hurry!

Chrysalis soon arrived at her destination. Sure enough, it was a newly constructed mansion, on a high hill overlooking the rest of town. Quite elegant in its design but its golden decorations and marble pillars just shouted that it was out of place in the middle of the otherwise empty desert. But above all, it announced that this is where the pony in charge lived. Exactly what Chrysalis wanted right now…

Chrysalis knocked on the door as hard as she could before taking a long deep breath, standing up straight, and assuming the most dignified pose she could think of. A pose she quickly lost upon seeing the pony who answered the door.

“Y-Yes?” A mare asked, the very sight of which almost made Chrysalis want to cry. She was a shy frail creature, the only clothing she wore suggesting she was the maid, but doing absolutely nothing to hide her privates from onlookers. She stood there holding the door open with her head low, not wanting to meet the gaze of the superior stallion above her. If Chrysalis could, she would drop her disguise in an instant and hug her. Assure her that everything would be ok! That she would be leaving this awful place forever. To be with ones that actually cared for her! But she couldn’t jeopardize the mission so.

“I’m here to see the Prince…” Chrysalis swallowed.

“Of course…sir… please… come inside…” The frail mare bowed even deeper as she gestured the disguised changeling inside before closing the door behind him.

Inside the manor was even worse. A handful of similar collared and naked dressed mare cleaners scattered the room. All of which were equipped from dusters to brooms, diligently cleaning every surface of the prestige house. They bowed low as Chrysalis approached them, breasts drooping down, but doing nothing to conceal their embarrassing forced nudity. They made no hint of it, but Chrysalis could just feel the suppressed rage and anger the mares held in. Their spirits were broken but their hatred for stallions like her remained as strong as ever!

“F-Fancy Pants?” A voice to her side called. There entered Prince Blueblood himself, adored in a royal robe and crown on his head as he strolled through the hall to meet his guest. The mare servants bowing again and withdrawing to the wall. “What are you doing here? He asked curiously.

Finally! The jackass is here…

“Ah, Blueblood, my good… fellow!” Chrysalis said cheerfully, trying to suppress her growl as every cell in her body screamed out in discomfort. “I was just in the neighborhood and thought I would drop by… see how our fearless new leader is fairing in his new role. Would you… by any chance… have a more private room where you and I could discuss matters on a more personal level?”

Blueblood paused for a moment before giving his visitor a bright smile. “Of course! Anything for my oldest friend!” He said, patting Chrysalis on the back and gesturing for him to follow.

“Don’t mind these things, my friend” Blueblood remarked with obvious cruelty to the mare slaves who ducked out of their way as their traveled the hall. “But feel free to use one if any of them catch your eye! And don’t be afraid of breaking them, course. Like any sex toy, they are all easily replaceable…”

Chrysalis stumbled a bit, quickly playing it off as if nothing had happened. “N-No, none for me… they don’t quite seem to be my type…”

“Of course,” Blueblood said, respectively pulling open a door and gesturing her inside before him. It was a lavish room. Paintings and decorations adorning the four walls but all that stood in the center were two chairs and a table between them. “My apologies if this room isn’t to your fitting...” Around the room there were royal guardsmen stationed on the walls, standing at focused attention. “But these are dangerous times we are living in… what with our enemies on the loose, just waiting for the right moment to strike. I can’t even walk outside without my security detail lording over me. But it’s all for the best I suppose. I shudder to think of what would become of my citizens if something were to ever happen to me…”

“Oh! It isn’t a problem!” Chrysalis coughed as she took her seat in one of the two chairs in the center of the room facing each other. Not what she had exactly hoped for, but the guards were fairly distanced. With any luck they wouldn’t be able to stop her.

New plan… kill the bastard at all costs… to hell what happens with Fancy Pant’s identity afterwards. All that matters is the problem is fixed!

“So….” Blueblood said with a grin as he sat down on the opposing seat. “How have things been with you my friend? I’m ever so thankful to see you’ve managed to evade the changelings for all this time. I’ve heard stories about what they’ve changed stallions into…” Blueblood shuddered. “I simply cannot imagine a more horrible fate for one’s such as us.”

I can think of one… Chrysalis sneered in her head. “O-Oh yes… awful matter… those changelings. I’m sure none of the stallions deserved to have those awful things happen to them...” Chrysalis said absentmindedly as she attempted to focus. Giving every bit of willpower she had, she attempted to activate her magic. But… to her complete dismay, her once powerful magic failed to come.

Come on!! Come on!! He’s right there! Snap his neck! Break his spine! Crash the crystal chandelier down on him! Something! But no matter how hard Chrysalis tried, her horn wouldn’t even glow! She couldn’t lift a single finger with her magic!

“Quite right,” Blueblood said sadly. “It appears us men are simply are just the victims in the changeling’s games. It’s only right I give the stallions of my new empire the right to relieve their stress with the mares. After all, the women are the reason the changelings are even here. One could even say our treatment is lax… given this is all their fault. Wouldn’t you agree, Fancy Pants?”

“Yes… yes, of course….” Chrysalis spoke. Now fumbling around, looking for a sharpened object on the table between them. A butter knife?! Who even uses these things!? How am I going to use this to kill the bastard who thinks these wonderful creatures deserve this hell!?”

“You look tense…” Blueblood said, staring with concern at the other stallion who seemed to be looking at everything besides him. “Something troubling you, my friend? Wait wait… actually… I think I have just the remedy for your aliments!” He said with a smile, before snapping his finger.

The door in the back swung open. One not so happy looking servant entered, with her, holding a leash tied tightly around the metal collar of a gagged unicorn known as Trixie came crawling after her, a furious gaze in her eye as she spotted Blueblood and the stallion he was with.

“You like her? Purchased her this morning, myself. I know a good deal when I see one.” Blueblood said with a growing smile as the unicorn was forcibly pulled over to them. The servant mare quickly handed the leash to him, shooting a quick apologetic look to Trixie, before bowing and retreating from the room. “My newest pet… but I can already tell she’s going to be my star prize!” He added with a lusty grin.

With a flash of his horn, he lifted the unicorn onto the table, slamming her face up onto its surface where he kept her arms magically restrained at her sides as well as her legs which he made extra sure to spread open. The unicorn’s cleanly shaven clit popping into his view mere inches away from him. Even though she wanted to, Trixie remained completely powerless to fight against his magic with the inhibitor rings still firmly locked in place around her horn.

“Just look at these tits!” He said with a lick of his lips, grabbing the heaving mountain of flesh and roughly squeezing, causing the unicorn to groan in pain through her gag. “No one can honestly tell me a creature with breasts this large are good for anything other than living beneath us as an outlet for our lust! And thinking back to the most notably aspect of the Fleur Dis Lee pet you traveled around with… I’d say this unicorn is exactly your type,” He said with a wink, giving another shake to Trixie’s endowed chest. “Go on… as my guest of honor, I invite you to have a go at her...”

Chrysalis had stumbled up, eyes fearful as the unicorn restrained on the table looked up to her with a gaze of pure hatred. A gaze that only intensified with every word Blueblood spat above her.

“I-I can’t!” Chrysalis stuttered. The feeling was already driving her mad. But she couldn’t risk blowing her cover for this!

“Why not, my friend? I must insist! You’d be doing me a favor! She’s a fresh arrival to our quaint little town so you can just imagine I need all the help I can get breaking her will…” Blueblood said, magically spreading the unicorn’s pink folds open, attempting to entice Fancy Pants further.

“I’m a married man…” Chrysalis thought, thinking back to every detail she knew about the stallion she was disguised as. “I will remain faithful to my wife!”

“Oh please,” Blueblood scoffed. “Your marriage holds no value in my new world. Especially not after your wife so willingly left you for the changelings!” He growled. “But…. I suppose I can respect your wishes, at least for privacy’s sake. Even so, I must implore you, have a grope of these magnificent breasts… Just a quick touch, perhaps?” He said with another smirk. “They really are something wonderful. Their feel… weight… even her nipples, all as if designed to a male’s ideal desires! Heh, they don’t even make bras this big. Especially not anymore. And besides, this mare could use a good reminder of her place in the world...”

“I-I can’t do that either….” Chrysalis said now, her forehead starting to drip with thick beads of sweat. Every bone in her body was screaming for her to get out of this awful place! But she had to finish her mission. Even if it meant straggling the bastard with her own two hands!! Slowly, she began to stumble forward.

“Oh… I see,” Blueblood said calmly, sitting back into his chair and giving a subtle nod to the guards in the corner. “Pity really…”

“No…no it isn’t…” Chrysalis spoke slowly.

But before Chrysalis take the final step and lunge her hands around the throat of her enemy her body erupted in electric heat. Thousands of volts of magically energy coursed through her body, cast by the royal guard standing directly behind her. Chrysalis’s body froze up, unable to even scream out in pain as she was electrocuted.

Finally, in a smoldering heap, the stallion disguised changeling collapsed to the floor, her limps writhing and spasming. The first time she had felt true pain in a long while.

The royal guard slowly approached her motionless body, roughly yanking her head up and pushing an inhibitor ring down to the base of her horn, which clicked and locked into place.

Before Blueblood’s very eyes dissolved the stallion he had met with, revealing the true form of the spy, one naked and injured female changeling’s queen.

“My my my!” Blueblood said with his largest smirk yet. “I figured the changelings would have sent a disposable drone after me that I could have made an example of to the town… But the queen of the changelings herself?! Heh, that is a whole other realm of stupidity…”

Chrysalis was still far to dazed to even glare at the prince as her body was hoisted into the kneeling position. Blueblood leaning over and giving two quick pats on her cheek. “I was lying before… In truth, you are going to be my star prize…”

Rising back up, Blueblood quickly ordered his men. “To the dungeon with her! She is exactly what we’ve been waiting for to proceed with our plan!”

As the guards carried the newly exposed and limp Chrysalis off, and Trixie back to his private quarters, Blueblood could only shake his head and softly chuckle to himself.

“Heh, of all the stallions in the world to choose from she picked Fancy Pants… Even at my prime, that man could never stand looking at me…”

~~~~~~~~~ ~~~ ~~~~~~~~~

“Ok………….” Daring Do said with an exasperated sigh, banging her head against her crossed arms that sat on her knees. “So in your story…… I grab the jewel encrusted golden dildo and make my escape from the temple. But instead of poisonous darts or pits of lava…. there’s only sex traps…… which tear away my clothes and start having their way with me…. Then… for some reason… you say I start to enjoy it?”

“Uh huh!!!!” Lightning Dust gushed with stars in her eyes. Every sign Daring gave that this was an incredibly awkward and weird conversation flying right over her head. “Then… then the snakes come out and start using their head and tails to-“

“Ok! Stop! Stop!” Daring Do said, to which the pegasus complied, still eagerly bouncing up and down as she shared her fan fiction idea. Why had she even offered to listen to this? Because this pegasi’s friend was sold earlier and she felt bad for her? Even so, she was really starting to regret that decision... “Let me just ask you…. Is there anyone… or anything, in your story that I don’t have sex with? Namely… my most hated enemies?”

“No!!!” Lightning Dust squealed excitedly. “But that’s not even the best part! You see… the golden dildo has this super cool magical power that makes you grow a dick of your own! Which you use on Ahuizotl to-!”

“Ok! Stop again!” Daring ordered, now covering her ears shut, “I….uh… don’t want you to spoil it for me! Heh…”

“I thought it was pretty cool,” Rumble said from outside the cages, shoveling food through the hole in their cages and into their dog bowls. “I would definitely read it!”

“……..Annnddddd I would to!” Daring suddenly adding, her face reverting in an instant as she shot Rumble a seductive smile. “What’s your favorite part, Rumble?” She asked with a wink. “Was when Ahuizotl makes me into his sixth cat? Or maybe when Dr. Caballeron and his gang take turns giving me their creampies before……. *sigh*…. taking me home to keep as their real treasure…?”

“Uh… errrrr, heh heh,” Rumble said with a now mad red blush across his face. He quickly threw the food into Daring’s dog bowl before scooting out backwards from the room.

“Shesh Daring, give it a rest!” Lighting scoffed. “You’re acting exactly like the stallions say we are whenever Rumble is nearby… You know he has a hard time around girls! And he’s way younger than you too!”

“I know… I know!” Daring sighed. “I just can’t help myself! I’ve never felt this way before!! It’s just, whenever I see his kind warm loving smile or him caring for us… I just want to… well… ugggg! Let’s just say I really don’t want to be in this cage when I do.”

“None of us do,” Lighting said. “But you know Rumble would be dead if all your girls got out and fucked him to exhaustion…… which just happens to also be the plotline for my other story where you traverse to the Temple of Forbidden Lusts after forgetting to put your clothes on in the morning! Here’s how it goes….”

“Kill me now….”

Meanwhile… at the front of the story, a lone wealthy stallion by the name of Filthy Rich entered, pulling off his hat as he approached the front desk where Flam stood with a professional smile.

“Excuse me, my good man. But would you by any chance have any Apples for sale?” Filthy Rich asked.

“Apples?” Flam said, slightly confused and taken aback. “Have you checked the market, sir? There should be plenty. This is Appleloosa after all!”

“No no! I mean mares of the Apple family! I’m starting a collection of them for my business. They’re a strong, reliably breed. Their milk just has the exact taste and kick to it I’m looking for!”

“Oh, quite the noble aspirations if I do say so, but I’m afraid I can’t tell you.”

“And why not?” Filthy Rich asked. “I’m one of Appleloosa’s most wealthy influential members!”

“No no! I mean I don’t know! We are supposed to be getting a rather large shipment of mares from Manehattan any day now. A bunch of mares from Our Town. Chances are a few of them will be Apple related.”

“If they’re from our town… what are they doing all the way in Manehattan?” Filthy asked.

“No no! I mean the town they are from is called ‘Our Town’, or at least they think it is. No one really knows exactly what it’s called,” Flam said.

“Oh… well can you at least take a guess how long it’ll take before that shipment arrives?”

“Well…. not for another two days…”

“You can’t take a guess for another two days?”

“No no! I mean-

This scene of dialogue continued for longer than any of their decedents would be proud of. It would probably be best if we just skipped ahead.

~~~~~~~~~ ~~~ ~~~~~~~~~

“Ah…. I think I finally understand what you’re saying.” Filthy Rich said. “The guy is actually named: Who.”

“Exactly!... Wow, is it night already…?” Flam said looking out the window.

“Why don’t I just have a look around?”

“By all means, Mr. Filthy!” Flam said, gesturing the stallion into the back room. The stallion didn’t waste any time as he scanned the rows of cages, looking for the mares that meet his qualifications.

“We’re part of the Apple family…” Maud said calmly raising her hand.

“Are you now?” Filthy asked surprised. His eyes didn’t take long to wonder over their enlarged breasts at which point they practically popped out of their sockets. “G-Good enough for me!”

“Now sir… I must warn you. Those three are some of the most highly priced mares in this town! I don’t think just anyone could-“ A giant sack of gold coins hit the floor. “….buy them so quickly, but you my good man have proven me wrong!”

“Well… that wasn’t very smart…” Lightning sighed as the final three ponies she had traveled with were purchased and carried out of the back room. She couldn’t help but feel even more alone now.

“Actually… that was incredibly smart!” Daring said. “Filthy Rich runs the monopoly of milk production in this town. It’s the easiest job a mare could find! All they do is hook up our tits to some machine that gropes and squeezes our breast milk out while we just sit back and relax! Most girls here would kill for a place there… but our tits aren’t nearly big enough to get in…”

Really?! That’s the dream job in this town! Shesh! How low is the bar really set!?

“Sir?” Flim called after him. “Perhaps, would you want to purchase the complete set? I’m sure this one has just as much milk in her jugs as your current orders!” He said, pointing to Lightning Dust’s cage. The pegasus froze in place.

“No that’s quite alright, I’m all set for now.” Filthy Rich said, hoisting Limestone’s cage up by the handle and hauling her outside. The mare was placed on the cart next to her sisters before taking off, headed straight to the factory to be put to use.

“Phew…” Lighting said after releasing a long held breath. “Seems like today still isn’t my day!”

“I don’t know,” Daring said, unconvinced. “If I were you, I would have been begging to be taken by him. Who knows what sort of creep will set their eyes on you now?”

“Oh please,” Lightning scoffed. “Have you seen my price tag? That’s the glory of being owned by these two con artist jerkoffs! No stallion is even coming to come close to having enough bits to buy me! I’m just the girl everyone wants but no one can have…”

As if on cue, the exact moment Lightning Dust finished her sentence, the door to the shop swung open once more. In walked the pegasus flyer known by many as Soarin.

“Uh… h-hi,” Soarin spoke nervously, walking up to the front desk where Flam stood. “I’m here to…uh.... purchase a mare. It-It’s for a friend…”

Oh geez… not another one of these buyers… “Of course! Of course, my good sir!” Flam said happily. “Well… does your friend have any exact specifications he wants for his slave? Unicorn? Earth Pony? Large Breasts? Flat Chested? Or is he willing to try something more adventurous and exotic and go for a Zebra, perhaps?”

“Oh… um… I guess he would like one pegasus… who’s a strong flier type… large large chested… and really cute…” Soarin said with a blush, feeling like a kid in a candy store.

“We do have one mare in that regard… but I’m afraid she’ll be far out of an average man’s price range. She’s 15,000 bits.”

“Oh… that’s a little steep, but I can still afford that!” The new captain of the Wonderbolts said, pulling out a large bag of golden bits. Even Flam was impressed as the sack hit the counter top, his pupils changing to money signs as a cash register sound went off in his head again.

“Splendid!” Flam said, in a noticeably more chirpier tone. “Why don’t you come on back with me sir and I’ll show you her!” Flam hooked an arm around Soarin and lead him to the back room, pointing him towards Lightning Dust’s cage.

Is that…. Soarin?! Lightning Dust thought. That creep is into treating us like fuck slaves too?! I can’t believe I used to look up to him…

Lightning Dust’s menacing growls went completely unnoticed by the clueless stallion who’s mouth had already started to droll a tad upon seeing the caged mare’s bare tits.

“I’ll take her!..Er.. I mean my friend will take her! Uh… I mean I’ll take her for him!!” Soarin exclaimed.

“Excellent choice, sir!” Flam beamed, as Soarin tossed the fat sack of golden bits into his hand. “You won’t be disappointed with your purchase!”

“Well….” Daring said sadly as Lightning Dust’s cage was picked up by the handle. “See ya, kid…”

“Bye….” Lighting returned with an equally sad wave to her new friend as she was carried off like a piece of luggage.

~~~~~~~~~ ~~~ ~~~~~~~~~

Soarin whistled happily as he hauled Lighting Dust’s cage through the door of his apartment. Lighting Dust figured it odd that somepony with enough money to purchase the rights to her, couldn’t afford a larger place to live. Probably seeing as so many ponies were attempting to live in the small town, they all had to take what they could get. It was a two room set up. Soarin’s bed was by a large window overlooking the street two stories below them. Next to that bed was a plain looking empty coach, and further from that the living room area there was the stove and various objects that would make up a kitchen. The other room was a simple bathroom with a clean tub and sink. Boring…

“Alrighty then! Let’s get you out of that cage! You’re legs and wings are probably killing you after being trapped in that thing so for long!” Soarin said, as he set down Lighting’s prison beside his bed before unlocking the cage door and opening it. Lightning Dust was hesitant to crawl out to face her new owner but still grateful to be free from those cramped confines.

“Heh… you don’t need to crawl here! You can stand up! J-Just don’t do that when we go outside… not to many stallions take kindly to mares walking on their own two feet.”

Lighting slowly rose to her own two feet, still staring at Soarin with a cross unamused expression. Her folded arms and body language just shouting she thought her buyer with a total creep but still she knew better than to actually say it.

“I-I know…. You probably don’t think too highly of us guys these days…” Soarin sighed. “But I’ll be different!” He said with a comically large grin! “See?! I’m a nice guy! And I promise I’ll treat you better than you see stallions treating mares on the streets!”

Lightning Dust said nothing, her expression remaining the same besides a single raised eyebrow.

“F-For starters, I won’t keep you locked up in that cage all day! That just seems mean. You can sleep on my couch!”

Oh joy… gone from sleeping in a cage to sleeping on some weirdo’s couch… Reeeaaaallllyyyyy moving on up in life…. Lightning thought, staring at the plain old coach. Of course I’m still not allowed to wear clothes… or go outside and fly… or even punch this jerk in the face!

“Well I guess that’s everything then,” Soarin said. Then… with a growing red blush, averted eyes, and reaching up to scratch the back of his head he asked, “so um…. You want to… maybe… fool around a bit? Heh heh…”

“Umm…. No…….” Lightning said now looking significantly more unamused at her new owner.

“Oh…. ok….” Looking a tad taken aback and disappointed. But he respected her wishes. “T-That’s fine… I guess… I-It is pretty late after all. We should probably just hit the hay…” He said a long sigh. It was fine though! He had the rest of his life to spend with his new pet! He was sure that she would eventually come around to his kind treatment and accept him in! All he needed was time…

Lightning Dust let out an equally drool sigh as she collapsed onto the coach next to Soarin’s bed. This is not what she had in mind when she dreamed of belonging to the Wonderbolts… This is just a nightmare!

Although…….. her eyes couldn’t help but spot the window above Soarin’s bed. A large openable window that she could easily fit through and escape… hmmmmmm.

Soarin gave a breath of relief as he saw his slave smile for the first time as she settled into the coach. Never noticing as he settled into his bed sheets that the mare was sleeping with one eye open. Just waiting for the moment darkness had completely fallen and for him to drift asleep.

Bonus Chapter - School Wide Sleepover (Part 1)

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Back over at the hive, the four stallions of CUNT sat around the war table, back in deep thinking mode. Their mares, on the other hand, were seemingly trying to relax and help their owners all relax along with them. Indigo Zap was sheltered beneath the table where Jet Set sat, diligently sucking and slurping away at his hardened cock. Twilight, now as flat stomached as ever after her recent birth to Chrysalis’s offspring, was next to her, performing the same duties on Royal Pin’s member, although with much added vigor. A seemingly endless supply of lust had been harnessed by her after being out of the game for so long. Sugarcoat was curled up in Fancy Pant’s lap, purring softly every time the stallion pet her backside. Celestia and Luna were otherwise occupied off to the side, having tied down Lemon Zest and Cadence. They were having a friendly sisterly competition to see which of them could use their tongues to get their prisoners to cum first. Of course they often disagreed with the results before settling for another round… and had done so for the past hour without a break… Cadence and Lemon Zest seemed too far gone to comprehend how to tell them to stop.

“Look… I know no one wants to say it…” Royal Pin began, “but Chrysalis has been missing for a while now. No one really knows what she’s doing in Appleloosa or what’s taking her so long, but… we can’t keep doing nothing and waiting for her to get back to us. There are hundreds, if not more, mares still out in the wild living in secrecy. Probably struggling to survive and just waiting for stallion slavers to find them before dragging them over to Appleloosa…”

“Quite right, old chap” Fancy Pants concurred. “It would be best if we resumed our efforts on bringing those mares here. I’d wager they would be far better off in the hive’s custody than out on their own…”

“Wellllll, now that you guys mention it, I did hear a few changelings report that they detected a faint trace of magic coming from… here!” Neon Lights announced, pointing to a sizable home located in Ponyville. “Man…. reports…. I love being in charge!”

“Focus, Neon!”

“R-right… sorry…” Neon shuddered. “The changeling scouts went in for a closer look, naturally…but…”

“But what?”

“There were a total of six mares living there, but there were also stallions accompanying them… Kinda complicated the issue over the changeling’s normal routine. Really weird that I had to tell the changelings that stallions don’t like being tied up as their women are taken… But I managed to get them to leave the house alone, for now…”

“You think if the slavers find them, they’ll leave the mares alone if the stallions are there with them too?” Jet Set asked.

“Doubt it…” Neon winced… “These ‘stallions’, and mares for that matter, are all on the younger side… probably not even old enough for college. Don’t think they will really pose a strong intimidating factor to scare away hardened slavers… and the younger mares probably bring a higher price tag on their bodies compared to others. Especially cute ones like these.”

“Guess we don’t really have much of a choice then… We gotta do something…”

“Well I know what you’re thinking…” Neon Lights started. “But there’s no love coming from the place! I know right? Stallions and mares together?! Seem like the perfect match! Heh… B-But really, 0 love. They probably aren’t even getting along…”

“Huh… so we have to open them up to the idea of slavery for the changelings to let them all into the safety of the hive…?” Royal Pin asked.

“Well yes,” Fancy Pants added. “But above all, the mares must be collared as well…”

“Right… why are the collars so important again?” Jet Set asked. He probably phrased that question wrong, because a soft growling sound was heard emerging from below the table. Definitely not something you want to hear from a mare whose teeth were a mere or so inch away from your cock. Jet Set was quick to reach under and give Indigo a comforting stroke on the head. “Shhh, you know I don’t mean that, girl! Of course it’s important for all mares to be collared! I…I’m just curious why we need to get these other mares wearing them before we can bring them here!” That answer seemed to calm the mare, who resumed a happy sucking pace.

“Because the collars aren’t just for show,” Neon answered. “I did some asking around, and apparently each one that has been locked around a mare’s neck acts as a magical beacon. As long as it stays there, which… I’m guessing it will since they don’t come off, a changeling will never lose track of them in the world and can easily lock onto their location and teleport said mare in front of them at a whim. Barring, of course, any outside interference the collared mare happens to be in… like magic proof cages…”

“So… Chrysalis knew we took Cadence the moment we left the hive?!?” Jet Set exclaimed.

“She knew and let it happen… for fun… Our four little alicorns all had their little innocent acts practiced for when some mares came trying to ‘rescue’ them from the ‘evil’ changelings that had abducted them against their will. Trust me… we were not the first group to try and save them…” Neon sighed. “Well, you can guess what happened to them in the end…” Twilight was heard giving a quick naughty giggle beneath the table.

“Umm, gentlecolts?” Fancy Pants interjected. “Are we not forgetting the imperative matter at hand?”

“Right… group of young ponies… not getting along… gotta make them act prim and proper… can’t send in changelings… but we do have changeling magic at our disposal…” Royal Pin groaned. “Still… I got nothing…”

“Hmmm,” Jet Set spoke before gazing beneath the table. “What do you think we should do, girls?”

The heads of Indigo, Twilight, and Sugarcoat all perked up at once, but seemed rather confused. Did their master misspeak?

“U-Us?” Sugarcoat asked innocently? “I-It isn’t our place to decide anything! That’s a job only men can do!” Indigo nodded her head in agreement, or at least Jet Set assumed she did. All he really felt was his dick angling up and down.

“Geez… really?” Jet Set sighed. “Look… I know it can be easy for you girls to take in that your inferior from all this… but mares are just as smart as stallions! And we all know the mares in this hideout are normally going to be harder to convince than the stallions… You all understand a mare’s mind better than us!”

“I guess…” Twilight muttered.

“Just tell us… how do you think a group of school mares would like to be introduced to your lifestyle in an exciting and naughty fashion?”

That question seemed to do the trick… the mare’s expressions slowly turning into wickedly evil scheming grins… So much so that Jet Set actually began to worry what fresh hell he had just unleashed onto these innocent ponies in Ponyville…

~~~~~~~~~ ~~~ ~~~~~~~~~

Life had been harsh on the group of school ponies for a while now… Any mare who was lucky enough to evade capture at the initial start of the changeling invasion was distraught to discover their entire town had been thoroughly been looted of every mare that was found. Other towns had quickly experienced similar female abduction runs before they could even properly respond or hear about the events from Ponyville. The other settlements that did respond in time and formed a defensive line against the incoming swarm of invaders only made it easier for the changelings to find their women among their ranks. Their lines were instantly tore apart from the love empowered changelings. The men were subdued as the women were corralled together, stripped of their clothing, thoroughly fucked, and likely impregnated before being teleported away. Ponies soon realized they had encountered an enemy they could not fight against. But, to be honest. they were used to that. What they weren’t used to was the situation lasting extended periods of time! And why wouldn’t it? The Elements of Harmony were among the first mares captured! Equestria’s ace in the hole was gone, and everyone knew it! For those few left behind, Equestria soon started its slow descent into chaos.

Stallions were angry, seemingly as angry at the mares as well as the changelings for some reason. They were calling for the immediate arrest of the princesses and all other female leaders that were left and held the slightest bit of power, planning to publically rape them if they were so unfortunate enough to comply with their demands. They would have gotten their way too, had the changelings not beaten them to their prize in every instance. They stormed countless bedrooms of mayors and their assistants, only to find tattered remains of their outfits along with a strong overwhelming smell of sex… which only served to aggravate and anger the stallions even more. Without anypony in charge left or any law enforcement caring about their duties, stallions were free to basically claim any mares they found as their own, knowing that no one was going to come and help their victims. Seeing as mares weren’t deaf to the shocking reports of what stallions had been trying to do to their royalty, they obviously attempted to resist. In the end though, either through trickery, drugs, magic, or brute strength, they were eventually captured. Ironically having evaded enslavement by changelings only to be enslaved by their fellow ponies.

And that was it. It was officially a free season in Equestria. Some stallions actually finding sport in the whole ordeal. Heading out in hunting groups to search anything from empty cities, campsites, or caves, all looking for, what they called… the least dangerous game. Any mares they happened across were usually subdued, clothing cut from their bodies, and hauled kicking and screaming away for sale in Appleloosa. The once friendly town, now the sex slave capital of Equestria. Where men ruled supreme and women were considered merely unintelligent cum dumps who were more worthless than the dirt they crawled on.

For Diamond Tiara, a pony who had grown accustomed to always getting her way, and her fellow female classmates who had yet to be found by either changeling or stallions, this was a complete living nightmare for them. The only ones they really felt they could trust were their male school friends they had grown up together with: Pipsqueak, Featherweight, Tender Taps, Button Mash, First Base, and Strike. They quickly grouped in the now empty town of Ponyville, stationed in Diamond Tiara’s house. She had quickly taken charge, since, you know, it was her house after all, and they had seemed content working together and surviving with their combined efforts since then.

Of course, that was the dream a while ago… Now, tempers and frustration at the world descending into chaos was taking its toll on each one of the ponies. It was only natural for conflict to be had…

~~~~~~~~~ ~~~ ~~~~~~~~~

“We’re back!” Pipsqueak announced, shoving open the door to Diamond Tiara’s estate. A group line of stallions trudging unhappily behind him.

“About time!!” Diamond Tiara huffed, the group of mares sitting at the kitchen table ceasing their thumb twirling as the boys walked in. “I hope you actually found something useful we could eat this time!”

“Well it’s not much… be we did find some stuff locked away in some guy’s cellar!” Tender Taps said, unfurling his sack and dropping the contents onto the table. “Most of the place was already looted by slavers, but they did miss a cupboard under the table!”

Diamond and Silver Spoon’s eyes glared at the stallions, obviously expecting it to be more. Dinky Doo, Lily Longsocks, Boysenberry, and Coronet all shrunk back into the corner again, sensing another incoming fight. Diamond hated it when the guys came back short…

“That’s it?!” Diamond Tiara exclaimed angrily. “Three cans of beans?! You guys were out there for five hours!”

“There are twelve of us here!” Silver Spoon added. “How are we supposed to survive off so little food? Do you expect us to start eating each other?!”

“Geeeeez, sorry,” Strike said in a not to sorry way of sounding. “You know it would be a lot easier to gather food if you girls helped out and actually came scavenging with us for once!” The other stallions all nodding in agreement… and in annoyance at their female classmates.

“Seriously? You all don’t know how this works yet?” Diamond Tiara scoffed. “Men go out and hunt for food! Women stay and tend to the home! Just like the old days! That’s common knowledge!”

“Geez, don’t you boys know anything?” Silver Spoon cruelly remarked, rolling her eyes.

“But you don’t do anything while we are gone!” Pipsqueak exclaimed. “You just sit on your butts all day while we do all the hard work!”

“Really? Are those rapists still, like, talking?” Silver said dismissively pretending to ignore the boys in the room.

“We’ve talked about this…” Pipsqueak growled angrily. “We aren’t like those stallions from Appleloosa!” But Diamond Tiara knew a sore spot when she saw one.

“How do we know you aren’t just waiting for the right time before you tie us all down and drag us off to your little paradise in boxes! You boys are lucky I even let you stay with us! Any other pony would have cast you out! It’s dangerous living with you!”

As much as the other four non-fighting mares hated to admit it… Diamond and Silver had a point. There was no shortage of stories they had heard of different encounters from passing by mares. Usually some mare or group of mares giving some nice looking stallions the benefit of the doubt and trusting them after they promised to help them… only to wake up the next morning to discover they couldn’t move, their clothes were all missing, their privates felt sore, and had been folded up and packed away in a briefcase like some piece of merchandise bond for Appleloosa.

“Look at them…” Silver Spoon sneered, moving to Diamond’s side. “They know you’re right. I bet you they all think about having their way with us every day!”

“Tha-That’s not true!” Pipsquek stammered, faltering for a moment. He couldn’t lie to himself. He did think about ramming into his female classmate’s tight cunts on a regular basis… They all did. Their poorly hidden ashamed glances didn’t go unnoticed from Diamond.

“Ugggggg! You disgusting animals!” She exclaimed, stomping over to the door on the back side of the kitchen, opening it and gesturing the boys all inside. “Go! All of you! I’m locking you all in the servant’s quarters until morning! We aren’t safe with you all roaming freely around the house while we sleep!” The boys didn’t move, only glared angrily at the earth pony mare who fearlessly stood her ground. “Or go ahead…” She added. “Show us that you aren’t willing to prove us wrong! You’d basically be admitting you’re all rapists! No better than those low life scumbags in that hick town!”

The stallions were taken aback by her point. Their glances around them room showed Dinky Doo and the other mares were backing up from them with cation. As if expecting this to set them off, causing them to attack them with foaming mouths. The girls were legitimately afraid of them! All because of some literal and figurative dicks in Appleloosa…

“Fine!” Pipsqueak huffed. “We’ll sleep in there…”

“Of course you will…” Diamond Tiara sneered with a smug grin as each of the thoroughly depressed boys shuffled into the room. “Notice how the room is labeled Servant’s Quarters! Hint hint!” She said before rudely slamming the door behind them and locking it shut. The only escape from the room being the key in her hand.

“D-Don’t you think that’s going a bit over the line?” Dinky Doo suggested meekly as Diamond walked back into the kitchen.

“Yeah… I know they’re stallions… but if they wanted to rape us… they’ve had plenty of opportunities to…. do it…” Boysenberry added. “We’re been sharing this house for a while now and haven’t had an incident with them, right? They don’t want to hurt us…”

“I’m sure Diamond is more than willing to lock you in there with the boys if you’re willing to test that theory…” Silver Spoon shot at the mare, which instantly shut them all up.

“It’s for our own safety, girls,” Diamond sighed. “We’re better safe than sorry, after all. Actually, you have a point, Boysenberry, we should have been doing this a long time ago! We’re going to need to switch up the sleeping arrangements from here on out. Locking the boys up in there probably isn’t enough… I know we’ve all been dispersed around my house during the night, but we should all stick to my room. That way the boys can’t just pick us off one by one if they manage to get out… They’re probably clawing at the door right now…”

“It sounds safer… I guess…” Coronet added.

“Of course it does! I know what I’m doing!” Diamond boasted. “Now gather up all your clothes, and whatever you’re sleeping on and bring them to my room… And make it snappy!” Dinky Doo, Lily Longsocks, Boysenberry, and Coronet all hurried off in different directions to do what they were ordered.

“I really hope they don’t snore….” Silver Spoon added.

~~~~~~~~~ ~~~ ~~~~~~~~~

The group of school pony mares gathered back up in the living room as one. Armfuls of all their clothing, make-up, sleeping bags & and mattresses, etc, had been found. Diamond was leading the group up the stairs and to her room in a single file line.

“And Silver is right, don’t snore! If you snore I’m throwing you out!” Diamond shivered, picturing sleeping in her cold dark house, alone, and fully aware there were stallions in the building… It was like something straight from a horror film! Similar themed thoughts were more than enough to scare her mare friends straight.

Opening the door, the group of six quickly entered, taking in the luxurious setting of all the things bits could buy for a single spoiled mare. Of course, such things were beneath them now, much more important matters to deal with than commenting on a rich girl’s fancy bedroom. Diamond didn’t notice her friends staring as she was busy promptly closing and locking the door behind the last mare inside, and placing the key on a nearby bookshelf as her classmates settled in.

“Get cozy, I guess… You’ve all been to slumber parties. You know how this works,” Diamond sighed, feeling a slight bit safer in numbers now. The four mares were already busy claiming their spots in the room. Of course, even without asking they knew not to touch Diamond’s pink and flowery queen sized bed in the back center. Even with Diamond’s vast generosity, she was only allowing Silver Spoon to share it with her.

“Ummmm… Diamond… w-what is this?” Silver Spoon asked, looking at something that had been placed upon her friend’s bed. Diamond couldn’t help but hear a quick giggle from Silver, and even more light hearted giggles from the other mares who stood up and looked at the object of interest. Growling to herself, Diamond shoved the other mares out of the way to see what the big deal was.

Diamond let out a gasp of her own. On her bed there a magazine, with something immediately apparent on the front cover. Pictured in amazingly high detail was an attractive and naked mare! Yet despite her thin stomach, she appeared to be completely stacked! The only thing she wore was a distinctive pet collar one might find on a dog. She was positioned at a slight angle in a way that her pussy was obstructed from view. The nipples on her fairly sized tits were also covered by a playful arm. The mare was giving a sly wink to the camera, not ashamed in the slightest. The magazine was titled: A Mare’s Place.

“A Mare’s Place?” Coronet said amidst various giggles and laughs. “Does it mean a place where mares like her stay? Heheh. I didn’t know you read stuff like this, Diamond!”

“Fucking seriously?” Diamond fumed. “This isn’t mine! The guys probably put this here as some sort of prank! This is what they were looking out for instead of food! Of course all they think about is sex!!”

That realization suddenly made the situation seem completely less funny. Each mare grumbling to themselves as they haltered back to their chosen sleeping area.

“I don’t know, Diamond…” Silver Spoon interjected. With pure curiosity, she flipped open the first page.

A bright sudden flash shot through the room. An image of the magazine’s first page were being magically projected to the blank back wall above Diamond’s bed so that all in the room could easily see. There was no table of contents or Viagra ads, only a note in a strange font that seemed to call out to them.

A life changing adventure awaits all mares within… don’t resist its call… give in… we promise you’ll like what you see…

“I knew something was magical about it!” Silver Spoon squealed and clapped her hands together as the others gasped in surprise. This wasn’t just a normal pornographic magazine… it was one meant for mares! Seeing as none of them had even once read adult material like this before in their lives… their interest was easily pinged. They wanted to see what all the fuss was about. Silver Spoon was already moving to turn to the next page.

“Silver!” Diamond scolded. “Y-You aren’t actually going to read this thing, are you?”

“Oh come on!” Silver Spoon said. “Look at it! It’s obviously magical! It could be fun! And not like any of us are even tired enough for bed anyway, right girls?”

The other mares in the room nodded in agreement while blushing, some giving naughty giggles and glances to each other.

“I-It could have interesting articles,” Dinky Doo added with a laugh.

“Fine! Bunch of perverts…” Diamond huffed, sensing she was the odd one out here. “But I’m in charge of it!”

“Fine,” Silver said, scooting over on the bed, and allowing Diamond to hop onto the other half. She quickly made herself comfortable as below she slowly reached down and turned the page over. The magical image projecting current pages on the wall so the others could see it perfectly.

The magazine started off with a bang as the girl’s eyes settled on their first picture of full nudity. The same collared mare on the cover page was now sitting on her butt, proud breasts on full display facing the camera with her legs spread wide open, two fingers of one hand working together to part of soaking pink lips for a nice view of her passage. Her other hand had a finger giving a sly come hither motion towards them. There was a caption at the bottom of the page in the same strange font reading: Eager to please…

“Wow….” Diamond remarked unamused as some mares laugh at the corniness of the image.

“H-hey Lily, are you eager to please?” Coronet giggled jokingly.

“I sure am!”

“Lame!” Diamond said, already turning to the next page. “This thing had better be worth my time!”

The next page there was a cute purple earth pony mare, wearing nothing but the same distinct pet collar as the mare before on her knees. It was conveniently framed to include her head down to her bare breasts, a standing stallion facing her was partially cut off. Although what was easy to spot was his cock positioned right in the mare’s mouth she was already busy vigorously sucking and slurping. Her pleading eyes are staring up directly at his which just shouted her tremendous thanks for the mere opportunity to give her lover a blowjob. The stallion was reaching down to place an approving hand on her hair that also served to urge her onwards with her job. The page’s caption reading: True purpose…

“Gross! Dinky exclaimed while the others gave a quick ‘ewwww’. “Could you imagine having one of those things in your mouth? You don’t know where they’ve been!”

“Probably inside her,” Boysenberry added, as the other laugh. Diamond just sighed and turned to the next page.

The next page was a whopper for the girls. A naked pink and collared pegasus mare was sitting on her knees, keeping her back up straight so as to push out her double-d sized breasts that happened to be covered in thick globs of pearly white cum which the mare actually seemed quite proud to have been drenched in. The girls were in shock as their eyes noticed the mare had spots of frothy cum covering her not only her breasts but her cleavage, cheeks, hair, her patiently closed eyelids, and most of all, her wide open mouth. A tongue still fully extended gesturing for more cum to be shot its way. A trio of muscular stallions stood above her, their bodies cut from the image from the chest up, but they each were rapidly stroking their lengthy meat, seeking to grant the mare her wish. The caption on the page reading: Delicious… drink every drop…

The mares were too shocked to properly react with normal replies this time. Except Diamond Tiara who stuck her tongue out seemingly trying to suggest she wanted to vomit.

“It’ll probably take weeks for her to get that cum out of her hair!”

However, the others didn’t seem so ready to downplay it.

“W-What if it really does taste good?” Dinky Doo asked.

“What are you saying, Dinky? Of course it doesn’t taste good!” Diamond exclaimed. Why would you even say such a thing?

“Have any of us tried it before?” Silver shot in. The room was silent.

“I-I haven’t… but-but I wouldn’t mind tasting a little…” Coronet added with a mad blush.

“Yeah…” Lily Longsocks added, completely forgetting to tease her friend for that last comment. “Not like it’ll kill you or anything…”

“This is already fun!” Silver squealed, “I want to see more!” Leaning over, she turned to the next page herself, not waiting for Diamond this time.

Although, to the every mare’s dismay, there was no image this time, only a note in the same font reading:

You’ve made it this far, girls, and there’s much more ahead. But……. why don’t you all take your shirts off before you proceed? You’ll be much more comfortable without them on… trust me…

“Ugggg! I hate it when stuff expects you to roleplay along with it!” Diamond huffed, the other mares in the room already rolling their eyes and giving a quick snort of diversion at the magazine. Diamond simply turns to the next page, where… once again, there was no naughty image, only another note reading:

A good group of girls would have taken their shirts off like they were asked… :)

“Seriously?!” Diamond exclaimed, now rapidly skimming the entire magazine. The pages were all blank! It was the thing’s dumb magic at work! “Guess it expects us to play its stupid little game if we want to see more…”

“I wouldn’t really mind losing my shirt for a while,” Dinky said. “Besides, we’re all wearing something under, right?” The others in the room slowly nodded. However, no one was really making the first move. Some looked positioned to remove their shirts over their heads, but were waiting for others.

“Fine! I’m not afraid to take mine off!” Boysenberry announced, drawing attention from the other five mares. With that, she grasped the hem of her blue shirt, pulling both sides over her head, throwing it into an empty space in the middle of the room. The mare crossed her arms beneath her now exposed black bra in triumph, although still with a dark crimson red blush on her cheeks. “I-It was getting kinda hot in here anyway… Actually feels kinda nice…”

Finally, the others started to remove their shirts as well. Some even moving to strip quickly, not wanting to look like the one to spoil the night’s entertainment. One by one they came off. Various sized purple, green, pink, white, and blue PJs and shirts were pulled over their arms and thrown into the pile in the center of the room. Even Diamond huffed in defeat and threw her own off. A wide array of colorful bras bouncing into the rooms view with another wave of bushes. Each mare making extra sure they were still firmly attached to their chest and covering everything before fixing their hair and looking up.

“Ok…” Diamond announced, confirming not a single shirt was being worn in the room. “Let’s see if this work now,” she said, turning the page to find… success!

Another high resolution picture of a mare laying on her side on a cushioned surface. Her upper leg behind up in the air as an unseen stallion from behind pumped his thick length into the mare’s vulnerable dripping pussy. A muscular arm was reached under and wrapped around her, roughly manhandling her sizable breasts. From the look on the mare’s face it was obvious she was currently in a great deal of pleasure and had no desire for the stallion to stop or ease up anytime soon. The page’s caption reading: Service…

“Wow…. That’s kinda hot!” Coronet announced, others nod to agree while not moving their eye from the image’s projection on the wall.

“Sure it hot for them!” Diamond huffed. “They don’t have to worry about their stallions raping them!” With that she angrily turned the next page.

Another collared mare appeared giving a devilish smile up to the camera. The majority of the image was framed showing her pressing her ginormous breasts together with her hands below as stallion’s cock could be seen sliding up and down between the soft valley of tit flesh, partially concealed as the playful mares hugged her tits around it. The caption being: Your breasts aren’t just for you…

This caused a moment of silence in the bedroom. Some mares absent mindedly grasping their own bra clad breasts, squeezing and pushing them together, wondering if their own tits were big enough to do what the pictured mare was performing…. even Diamond Tiara. Some were wondering if that was a normal thing colts did with their special someponies. Who would they even get to try it with? The colts downstairs…?... That might work…

No one really notices each other touching themselves, all seemingly wanting to stare up at the image and memorize every lewd detail. Figuring it had been long enough of silence, Diamond turned the page, shaking the girls out of their self-induced trace. Sleep was obviously the last thing on their minds now.

A large picture appeared as the page turned over this time. A giant group of collared mares were pictured together. Some on their hands and knees, other on their backs or sides. All of which were being relentlessly thrust into from behind by their stallion owners. The mares on their hands and knees were struggling to maintain their upward positions as they released loud moans for all others around to here. Not a single mare was see not debasing themselves in such a shameless matter. The page’s caption read: There’s no shame in being a slut if everypony is one…

“It’s got a point,” Silver Spoon off handedly remarked.

“Silver!” Diamond scolded.

“What? Those mares didn’t seem to mind that they were sluts. They actually look quite………”

“….Happy?” Dinky answered for her.

“…Yeah,” Lily nodded, seeing what the others meant now.

“Shesh!” Diamond scoffed. “I don’t know how normal mares have sex, but I know this isn’t normal! These mares aren’t some ponies we are supposed to strive to be like! They are just lowlife whores who weren’t good at anything else in life so they sell their body for bits just to survive! It’s disgraceful!” She said angrily, turning the page to hopefully end the discussion. But there was no image again… just another magical note.

You have all have doubt in your mind… that’s understandable… Things will get better from here, believe me… But first… those are some pretty looking shorts you girls are wearing… maybe they’ll look even better on the ground…

“Ugggg! It wants us to strip again…” Diamond groaned.

“We’re already past this I guess,” Silver Spoon said, rolling onto her back, bending her knees forward as she pulled off her blue short shorts. Other mares in the room not seeing the big deal either as they too, remove their leggings and throw them into the pile in the center. “Just imagine we’re in a locker room, Diamond!”

“I don’t need your help,” Diamond scoffed, rolling onto her back and pulling down her own pink shorts. “I just don’t like where this is all heading,” she said, throwing the last pair into the pile. The entire room was now occupied by six school mares, clad in nothing but their matching underwear. Diamond was just glad the door was locked. She would die if the boys found them out like this! Turning the page, she continued with the new series of images.

But, the magazine had taken a large strange change in pace now from its regular pictures. Now a different array of mares were shown, all on their hands and knees. Bare breasts drooping downwards as their collars were put to good use. For each mare, or even every few mares, there stood a fully clothed stallion above them, holding a leash firmly attached to their collars. The groups of ponies were happily going about their business on a city street. The stallions walking on two feet, the mares crawling beneath them. No one looked ashamed of their stature or place. The page’s caption reading: Ponies who know their place in the world…

“Ok… weird!” Coronet said.

“Yeah… it’s basically saying women should be treated as animals… kinda odd to put that in a mare’s magazine.”

“I don’t think that’s what they were going for though…” Dinky added meekly. Diamond turned to the next page.

The first image with mares in actual clothing appeared for them! Well… technically they were clothed… for now. A long long line of various mares of all colors and races were seen formed from the background walking towards the camera. The still dressed mares in the back were actually wearing something, however, the further up in the line they traveled, it was obvious the mares were shamelessly peeling off their various articles of clothing. Bras, panties, shirts, pants, they were all obediently handed to a fully clothed stallion unicorn, who had ordered them to disrobe entirely, and who was happily levitating the delivered clothes into a large bonfire which grew slightly brighter with every stack that was carelessly discarded into it. As the now line of freshly stripped mares approached the foreground, a stallion was happily locking a sex slave collar around each of their necks, each mare diligently lifting their hair out of the way and smiling upwards as their new position in life was forever marked on their bodies for all to see. Further up the line, another group of stallions were seen attaching a black leash to ring on the back of their new collars, where the image finally reached the front of the line with a mare who had now dropped to her hands and knees and was happily panting like a dog as a stallion, her newly assumed owner, was handed the leash and walked her off. The caption reading: All mares belong as slaves…

“T-That’s some pretty s-strong language it’s using saying ‘all’,” Lily said nervously. “T-That would mean… us too, I guess…? Heh?”

“It’s just porn, Lily,” Diamond said softly, although growing rather flustered. “It’s not like it’s a universal guide to how all women in Equestria should be treated…”

But others were already busy in their minds, picturing exactly that in the same situation. They could see themselves being lead from their homes with their friends in a single file, turning in their clothes and underwear, and living out the rest of their lives as some stallion’s horny sex pet, crawling from place to place. No one wanted to admit it, but they were swarmed with strange and conflicting emotions. They didn’t know whether to be disgusted or aroused! No pony really spoke up. The only sound in the room was several mares positioning their legs in an attempt to hide the growing damp spot on their newly exposed panties.

“J-just turn the page, Diamond,” Silver said, wanting to see more. Diamond nodded to herself and complied.

The next image was a simple one. A three collared and naked mares were on their hands and knees, looking up with an attentive and alert gaze at the stallion above them like a pack of trained dogs. Their assumed master, whose head was again cropped out of the image, simply held a commanding poise over the mares below him. Almost as if ready to order the women to roll over, shake, or beg. All of which the mares would have obeyed without a moment’s hesitation. Caption: A good mare is obedient to men… A good mare ALWAYS does what she is told…

“S-So it’s saying guys should have complete control over us?! We wouldn’t have any power at all?” Coronet asked.

Oddly enough, that idea resonated the most with Diamond. Despite her outwardly appearance around the boys in the class, she had grown sick of being in charge of the place all the time. So many ponies coming to her with problems, yelling at her if anything went wrong. Blaming her behind her back for the smallest things! She sometimes secretly fantasized about letting it all go… letting the boys take full control of the place. She was knew she was lying to herself. They would have been lost without their help… She didn’t even know why she treated them the way she did anymore. Maybe it’s because she felt it was normal…

“Ummm, Diamond?” Silver asked quietly, nudging her side. “Y-You can turn the page now…”

“Oh… right… sure,” Diamond said, shaking her head to clear up the confusing thoughts before flipping the page over.
No image again as predicated. Only another note as many of the girls had feared.

If you’ve made it this far, you obviously find some truth to our words… and yet, we’ve only just begun. But… don’t you think those icky bras you’ve wearing are a little too tight? A constrictive prison for your breasts that are eager to be set free… It would be best if you were to just… take them off… let them out to breathe a little…

“What?!? It wants us to lose our bras now?! No way!” Boysenberry panicked.

“Yeah! Not happening!”

Diamond simply turned to the next page where there was once again nothing. The magazine simply saying: Nice try…

The girls were clinging to their bras as if something suddenly might magically tear them away in an instant. Everyone was exchanging nervous glances around the room. No one seemed willing to actually bare their exposed breasts to the others. However… no one was simply announcing that they wanted to stop reading the magazine either…

The room was quite for a while. If Diamond had had a clock on the wall, it would have been heard ticking in slow motion. Until suddenly, a black bra was seen flying down onto the clothing pile. The room gasped as one.

“Diamond!?! They all exclaimed. The pink pony simply sat up, crossing her arms beneath her bare tits looking rather annoyed at her roommates.

“I can’t believe you wusses. They’re just boobs! We all have them and we’re all girls! I’m not ashamed to admit I want to see more and I can tell you all feel the same way! But we can’t unless every single one of us strip a little!” The various mares exchange nervous glances with one another again. Diamond sighed to herself as she hoped off the bed. Her breasts now bouncing free and unrestrained up and down her chest as she stomped over to the door.

“See?” She said as she tests the door knob. “The door is locked, the windows are covered, the entire town is even deserted besides us! You don’t have to worry about anypony else seeing us!” But the others still seemed reluctant to follow her lead.

“It’ll b-be j-just like taking a shower t-together after PE,” Silver Spoon added with a shaking voice as she unclips the metal clasps of her bra. The soft material falling from her arms as she flings it into the pile. Her sizable tits with pink dotted nipples finally breathing a fresh breath of air as they attract the eyes in the room.

“Great, it’s nice to see someone else has a backbone!” Diamond said. Looking around it was obvious the mare’s wills were faltering while staring at Silver’s tits with interest. “Ok…” Diamond adds. “The last pony to take off her bra is going to be sleeping downstairs with the boys, and will NOT be getting any of their clothes back!”

That did the trick as every mare, who was seemingly just waiting for an excuse, hurriedly tore off their bras and discarded them in the pile. Pairs of colorful young tits bounced into view two by two. The sight of which causing Diamond’s grin to wider more and more.

“Good…” Diamond said. “Lily! Get your arms off your chest! You probably have the biggest tits out of all of us, I don’t know why you’re even ashamed!” She said as she walked back to her bed. It didn’t really seem needed to order her to bare her chest for the others to gawk at and confirm her claim as Lily’s cheeks shrunk into a sea of red… but it just seemed better that way. Diamond hopped back onto the bed, where the magazine appeared to finally be allowing them to continue onwards, seemingly satisfied with the room of topless mares. “Get used to them, girls!” Diamond said with short shake of her chest, eyes following her memorizing tits as they bounced left and right across her chest. “They’re going to be here for a while…” Without further waiting, she turned the page.

Another image. This one of a purple haired earth pony mare. She didn’t seem to be in the same setting as the previous mares in the pages before. Her neck and wrists were trapped in a stock, while her legs were spread wide apart by a spreader bar firmly attached to her ankles. A not-to-happy looking stallion was behind her, pumping into his slave’s gushing cunt at a controlled pace. A timer on the back wall showing this mare had gone a total of two hours of constant carefully managed stop and go fucking, never once being allowed to cum. And by the looks of thing she wasn’t even nearly close to be done as she would have hoped. From the expression on her face, it appeared as though she was struggling to maintain her sanity! Her eyes just shouting her great desire to cum after being at the brink for so long… all of which was ignored by her owner, who knew he had to be cruel if he wanted to be kind. The caption reading: A bad mare is punished for disobeying. ALL mares must learn their place beneath their masters…

“Wow… could you imagine torture like that? I think I would lose my mind!” Dinky said while her hands fell beneath her waist to fidget with something unseen to others... Diamond agreed, but was glad the image had effectively distracted the girls from the awkwardness of being topless for the time being.

“Ummm aren’t we missing the point here. Seems kinda sexist, right?” Silver asked the room.

“I don’t think so…” Diamond added. “If you’re a slave to some pony, you have to do everything you’re told, otherwise you get punished. That’s just common sense.

“I guess…” Silver replied as Diamond turned the page.

A stunningly beautiful white haired unicorn mare was lying face up… a stallion below her and a stallion above each one working to pump their cocks, which were practically a blur in the image, into the mare’s respective ass and pussy. Another stallion was positioned further up on the mare, angling her head so he could pump his fuck rod into the mare’s cock pillow of a mouth. The caption reading: A good mare is rewarded for her obedience… She accepts her role as fuck toy for men and has never been happier in her life…

“Heh, do you want to be a fuck toy, Coronet?” Lily asked, although less jokingly than she had wanted to sound. Her hands were seemingly working with a mind of their own as they toyed with her tits. Other mares in the rooms were also up to concealed acts of naughtiness, as muffed moans started to pop up from the school ponies.

Diamond didn’t care about that though, she wanted to see more! She didn’t wait for approval before she turned the page.

It was the same ponies as pictured in the previous image, although now the mare looked as though she was struggling to maintain consciousness. A thick border of semen was surrounding her agape mouth. Two separate zoom in pictures detailed her cunt and asshole were also overflowing with their share of fertile hot cum. Compared to the last picture, it was obvious the mare’s stomach had bloated upwards slightly from before. The two stallions were high fiving as they walked off, the third lingering a moment to wipe the cum off his dick with the mare’s heaving tits. Three more new stallions could be seen approaching the exhausted mares. Their grins telling the school girls everything they intended to do with the mare… The page’s caption reading: Taking stallion’s cum into your holes is every mare’s true purpose in life… You live to please them… and you live to be pleased by them…

The steamy situation in the room was already working its toll on each of the mare’s restraint. The combination of all the night’s naughty images was setting a fire between their legs… a matter that they were sweating over dealing with… Some were already trying to gently hold themselves over with the occasional grope or panty ‘itch’… but even so, not many noticed the others subtle attempts at masturbation, to focused drinking in the lewd details of the amazing image and every word the magical magazine relayed upon them.

Except, being the one currently facing all the others, Diamond did notice what her roommates were up to. Her first instinct, of course, was to rudely call them out on it. But… she somehow found the self-control to stop and think over her actions.

After all…. they were only doing what was natural. Ponies masturbate when they view porn. She would be lying if she said she wouldn’t be doing the exact same thing if she were reading this thing alone! In fact, why should she now? All the cards were obviously coming off the table.

With two hands, Diamond reached up, pinching her own nipples, pulling them out and releasing them. As they bounced back into place on her chest, she released a loud sensual moan, which every mare couldn’t help but hear and stare in embarrassment. But Diamond didn’t care.

“Just fucking do it already! We all know we want to! This stuff is fucking hot!” Diamond exclaimed.

Silver Spoon needed little encouragement. Already laying on her back, one hand tending to her aching breast, the other shamelessly diving beneath her soaked panties, which clang damply to her skin. The remaining mares were joining along now, the rest of their resistance dying down in the face of the obvious heat going around.

Boysenberry was flipped laying with her front side down, butt held firmly in the air, panties pushed to the side as she worked her slit with as much speed as her nimble fingers could muster. Her face, currently mashed down into her mattress, was red as tomato. Her juices were running down her legs as she failed to stifle a vocal moan. The proof of her pleasure radiating outwards for her female friends to hear, which only served to motivate them further onwards and return her moans.

Dinky spare hand was already sneaking a grope over to Coronet’s breast, giving it an occasional squeeze. Coronet on the other hand, was far to distracted with her own pleasure to even notice her friend’s playfulness.

The pink earth pony mare was the only one in the room without a hand inside her folds. She was content to idly play with her breasts, finding it more intriguing to see her female classmates touch themselves without the slightest bit of shame. No one had even noticed the projection showing Diamond had turned the page. Almost predictably, the magazine was telling them to strip their panties… but more importantly, that they’ll be rewarded after doing so!

Diamond grinned. She absolutely loved this magazine! And her eyes couldn’t help but shoot to the word “rewarded”, ignoring what the rest of the message may have even meant. She wanted to find out what else this magical thing had in store for them!

Without another moment to lose, she rolled onto her back, hooking her thumbs around the waist line of her panties and pulling them from her slender legs, flinging them into the pile below. The now completely naked Diamond Tiara rolled back into sitting position, her full bodily assets on display for the world to see. It felt… right, oddly enough. She couldn’t put her finger on it. She had been naked countless times before, but this was the first time it was around other ponies! It felt comfortable to her… a strange pleasurable naughty sensation that she never felt with her body covered from view. Although, every mare in the room seemingly busy touching themselves, they didn’t notice her, or the commands the magazine was ordering them to do. Diamond gave a frustrated sigh. She didn’t want to wait for the mares to finish up and cum! Who knows how long that would take? Even then, they would probably have another dumb argument to consider if they should fully strip like they were ordered before finally giving in. She didn’t want to wait that long to see what the magazine had in store for them! But seeing how distracted her classmates currently were, gave her a sly idea…

Reaching over to her night stand, Diamond slowly pulled open her drawer. The sound of which was easily drawn out over all the lustful moans. She sincerely hoped the boys couldn’t hear them right now! Double checking to ensure no one else was paying her any attention, she pulled out a pair of sharp bladed scissors, bringing them up as she licked her lips in glee.

Leaning over to Silver Spoon, who was still staring up at the ceiling as she dived into her soaking cunt, Diamond cooed softly into her ears. “Goooood girl… cum for your master…”

Silver released a vocal moan in response, which Diamond had anticipated, making a quick cut through the soaked panties. The ruined underwear fell from her legs, which Silver Spoon of course, failed to notice, leaving her as naked as the day she was born. Diamond grinned as she caught both ends of the fabric. She threw the scraps into the pile where they landed on her own. Hopping off the bed, while holding the scissors behind her back, Diamond made a stealthy visit to each mare in her room, whispering sweet nothings into their ears before cutting their panties from their legs.

“That’s right… close your eyes. Imagine you’re just a slut who lives for cum…” Diamond cooed. “Stallions are standing above you… they don’t want a stuck up mare to fuck… they want a whore who knows her place beneath them…” she uttered, cutting the final mare’s panties from her legs, which fell into her hand. Like she had planned, no one had noticed her. Every single mare in her room was now completely naked and only she knew. The idea was totally hot to her! It was driving her wild! She wanted to join them on the ground, driving several fingers into her needy cunt until her tongue lolled out of her mouth.

But no…. she could do that later… Now there was something much more important for her to do...

“I know I said no pony would find out… but…” Diamond giggled, opening the bedside drawer once more. Putting her scissors away and pulling out her personal camera. This scene is just too hot to be forgotten! The girls would understand.

Their moans were ramping up as the mare’s efforts increased, it wouldn’t be long now. Thinking their hands are covered by a layer of underwear, they shamelessly played with their cunts, flicking the clits and teasing their lips, not knowing their folds were on full display for the mare wielding a loaded camera above them.

*Click*

The camera went off as Diamond captured a high res picture of Dinky and Coronet laying side by side. Both their tits and cunts managing to find their way into the frame. Diamond acted swiftly, moving to the next pony, making sure to capture several quick pictures of the Lily’s voluptuous tits, being careful to properly document their size and shape for her ‘future’ needs. Nudging her leg to the side to get an unobstructed view of her puffy lips. *Click* Diamond turned to Boysenberry, who butt was held in the air was just begging to be captured in a picture, which Diamond was happy to oblige, making sure to capture several close ups of her folds. *Click Click Click*

Finally she captured a dozen different images of her friend, Silver Spoon, who was long since too far gone to even notice her, even if she was standing right above her. Snapping one final sweep of the entire room on a photo, Diamond sighed, figuring it was only fair. She turned the camera onto herself, smiling and holding up a peace sign as she snapped a picture of the upper half of her naked body, her other arm playfully holding her breasts in the frame. Even going further and positioning the camera between her legs and snapping one final picture of her soaked folds which she parted with two fingers.

“I’m such a slut,” Diamond giggled, but that no longer bothered by that fact. She slipped the camera away in her drawer. Making a quick mental note to bring the pictures out every night from then on.

The other mares in the room were on their final stretch. Their overworked fingers already working overtime teasing, pinching and flicking, pussy juice flowing though their fingers as they frantically rubbed themselves, enamored with the lust filled energy of the room.

What if the boys saw them doing this?! What would they think of them?! There was no way they did this together in their room. If anything, this nightly session proved the boys weren’t the sex starved animals Diamond made them out to be… they were!

The thought of actually degrading themselves to animal status turned out to be what sent them over the edge, orgasms crashing down onto each one of their fragile young minds. One by one they let out a scream of ecstasy, so loud the colts downstairs surely heard them. They didn’t care, all they wanted was to absorb every drop of pleasure they could manage. Driving their hips to the sky as their fingers plunge inside them, prolonging the effect of excitement coursing through every cell in their body.

It was breathtaking. As every mare’s respective climax died down, soon the room was still besides panting chests from mare’s trying to catch their breaths. Diamond smiling above them like it was Hearth’s Warming Eve. No one in the room could even believe how amazing masturbating with friends could be. They had to do this every single night from now on! Scratch that. Every single chance they had when the guys were out of the house!

Diamond, meanwhile, had completely forget about her new favorite magazine, who’s requirements were long since meet. Knowing the excitement wasn’t close to ending yet, she turned the page.

However…. There were no new naughty images to take in like she had expected. Only another note…. This one oddly ominous…

You’ve been bad girls…. VERY bad girls…………..

Bonus Chapter - School Wide Sleepover (Part 2)

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“Haha, no way! There is no way in hell the changelings would be willing to do something so stupid!” Royal Pin said.

“Just tell them it’s for love,” Jet Set replied. “They’ll do anything for love…”

~~~~~~~~~ ~~~ ~~~~~~~~~

You’ve been bad girls…. VERY bad girls…………..

The recovering mares, staring at the ceiling couldn’t help but notice the projection on the wall, now that their attention was free. Their excitement coming to a crashing halt when they read the message… before slowly turning into fear…

The magazine’s page turned itself now, the next page revealing the very pictures Diamond took of them all masturbating mere minutes ago! Diamond couldn’t hide from the fact it was her… seeing the last two were shameless nudes of herself… The mare’s faces turning white, just now realizing their panties were no longer around their legs, but instead lying in ruined pieces in the center of the room.

“Diamond!!!” Dinky cried.

“What the hell!!?”

“How could you?!” Coronet yelled. “This was supposed to be private!!”

“Great, now you pissed the magazine off, Diamond,” Silver scoffed. “Good going…” Another note magically appeared, this one in a larger text.

Diamond is the only good mare so far… A good mare does not pleasure herself in such a manner! That is her owner’s sole duty! A mare lives for men’s pleasure, not her own!

The other mares were dumbstruck, even Diamond, who very much started enjoyed this twist…

A good mare also knows she has no right to privacy… Her body must always be on full display for the enjoyment of others! Aversion from such only relies selfishness to those around her! That you care more for yourself than the pleasure of those above you! No stallion would willfully allow such behavior of a mare to go on unpunished!

The girls were silent now. The magazine was suddenly more talkative with them now for some reason. Even though it was an inanimate pornographic magazine, its words hurt, each mare besides Diamond regretting the past few minutes. Diamond on the other hand was looking quite smug, folding her arms beneath her chest.

Suddenly, the magazine did a short bounce upwards, a bright glow emitting from the surface as a length of rope shot out from it. With amazing precision, it found its way to Silver Spoon, wrapping itself around the naked girl’s wrists, pulling and tying them together in a tight knot behind her back. Before Silver or the other mares could even react to what happened, another length of magical self-tightening rope shot out, repeating the same process with her ankles, leaving the young mare face down in her bed and unable to move a single inch.

“What the-?” Was all Silver managed to utter before ball gag shot out of the magazine, hitting her square in the mouth and tightening around the back of her head. Before she could even look down, a blind fold shot out next, completely covering her eyesight in a thick length of black material.

The other five couldn’t help but stare in frozen shock at the mare in bondage. But it wasn’t over yet. Diamond watched as the magazine picked up its pace. Rope, blindfolds, and ball gags shooting out from it in every which way. Each one magically shooting to an assigned mare, of which were now running about the room in a panic. It did little good as one by one they were caught in a similar bondage with pinpoint accuracy. Diamond on the other hand, was the only one left completely untouched.

The magazine was apparently annoyed with their foolish efforts to escape writing: A good mare takes her punishment without argument… She knows it’s for her own good…

Despite that, Diamond’s friends struggled in vain to escape, but it did them no good. Immobilized, blind, and silenced, they were at the magazine’s complete mercy… Words disappeared, only to be replaced by more, these ones directed at Diamond seeing how the others couldn’t read at the moment.

Don’t worry about your friends… they are in no danger… but it’s best to not let them know that, for now…

Diamond giggled in response. There was no doubt in her mind. She absolutely loved this thing. Whatever it was.

Unlike the others… you have been a very good girl so far, Diamond… but are you willing to prove you’d do everything you are told…? After all, a proper mare never talks back to those above her… her masters always know best…

“Yes!! Of course!” Diamond spoke quickly, not wanting to seem unwilling. “W-What do you want me to do?! I’ll do anything!” The idea of obeying was suddenly appealing to her. She no longer had the slightest desire to be in charge anymore.

These mares are eager… but untrained… they aren’t fully comfortable in their own skin, maybe you should help them adjust… You girls have plenty to wear, don’t you?

Diamond nodded her head furiously, excited to get on.

Very well…. gather your clothes. All of them. Pile them in the center with the others….

Diamond quickly nodded, not even pausing to think what the magazine had in store next. Such things were not fit for a mare like her… is what she kept telling herself. She walked around her friends still struggling in their confused bondage on the floor, having no idea what was going on. Diamond worked, opening her closet, unhooking her various sweaters, shirts, and tank tops from the hangers. Flinging open her drawers and gathering up her pants, underwear, and panties. Making extra sure not to miss a single article. Fortunately for her, all the girls had followed her orders earlier and brought all of their spare clothing in the bags to her room as well. The various scraps they held to their name, the last bits that remained in the entire town after it had been thoroughly looted. It wasn’t much, but Diamond gathered all of it, not leaving a single spare. Knowing the magazine was somehow watching her every move.

With a final heap, Diamond threw the last of her clothing, alongside her friend’s. Leaving everything they could possibly wear in a large pile in the center.

Gooood girl….Others would not have been so swift to work for their masters… It’s good to see you learning your place faster than they could…

Diamond felt a surge of pleasure radiate through her. It was just words of praise, but somehow they felt all too real to her! Like it was coming from an actual stallion master! She wanted more! She wanted to be told she was a good girl again!

Suddenly a lit match popped out, levitating over the magazine. Hovering in a green light, unlike a typical orange fire.

Burn the clothes… every single piece.

Wait, what? Diamond was slightly taken aback now… This is what it wanted? If she did this, no one would never have anything to wear! The boys would see them like this tomorrow! They would never be able to live that down! Her shaking hand grasped the match. The magazine seemingly sensing her hesitation.

You are a good girl, aren’t you Diamond? You do remember what a mare does without question?

Diamond sensed its disappointment in her. A horrible feeling washing over her that cut deeper than an insult thrown her way. Quickly she stated… “A good mare does anything and everything she is told…” Without a second thought she threw the match into the pile, which instantly erupted in a bright green flame. The bound mares, of course, heard Diamond speak that line before feeling the warmth coming from where they had earlier piled their collective clothes in. They renewed their struggles, itching to escape and find out what was going on! Not knowing their worst fears had been thoroughly accomplished by their friend.

Diamond spotted one of her favorite pink laced bra in the fire, watching with strange excitement as the fire consumed it from both ends. The magical flame quickly died down, revealing a small mound of darkened ashes. Diamond smiled as she turned to the magazine. She didn’t care that they were now doomed to nudity! All she knew was that was what she was ordered to do… and the new Diamond Tiara liked obeying commands!

Excellect, Diamond… I think you all will like living life without clothes… now hold still…

Diamond did exactly that, expecting more pleasurable words of praise… maybe even a reward!

But instead… to her complete dismay and confusion, more rope shot out from the magazine! Diamond didn’t even have time to react or question if she should react at all before it caught her. Her wrists and ankles tied together in the same fashion her friends were. A ball gag shot to her mouth next, sealing off any possibility of protest from her. However, her eyes were left uncovered…

“Wha-What?!?” Diamond’s mind screamed. “I did everything it said without question! Why is it doing this to me too? I’m not like them! I’m a good girl!! I know my place!” The magazine simply writing…

Trust your masters, Diamond… this is for your own good…

And with that, that magazine’s lights turned off. It dropped down to the bed, blank and still, lifeless as any other book…. Leaving the six bound mares alone in the room, struggling and helpless…

~~~~~~~~~ ~~~ ~~~~~~~~~

“You guys awake?” Pipsqueak called out to the room.

“Yeah….”

“I can’t sleep either,” Button Mashed sighed.

“No no….I…I think I heard something coming from outside…” Pipsqueak said, this causing the other five colts to raise from their sleeping positions on the six beds.

“Really?” Featherweight said. “I didn’t hear anything…”

“What was it?” Tender Taps asked. “Just a bird, perhaps?”

“It… it sounded like a stallion’s voice!” Pipsqueak said. “Do you think it’s… slavers?! Maybe they’re here!”

“M-maybe it’s just friendlies passing by….”

“Well if they aren’t that… it’s not like we can do anything about it,” Strike sighed. “Diamond locked us in here….”

First Base quietly got up and snuck over to the door to check in an attempt to ease the nagging voice in his head. Turning the metal knob, he was surprised to see that the door was, in fact, not locked. It swung right open!

“Huh,” he said. “I could have sworn this thing was locked when we went to bed….”

“Well… since it is, we should take a look around. Make sure the coast is clear,” Pipsqueak said.

“Uggg, fine! I wasn’t tired anyway!” Strike huffed. Living with the girls was horrible and demeaning. But they would have still preferred having them here as opposed to letting them get captured by slavers.

~~~~~~~~~ ~~~ ~~~~~~~~~

Diamond was struggling in her bonds, now in a panic. She was still expecting the magazine to pop back on and do something. Anything! But it just lay there, motionless, leaving the six girls to their bondage. Was it leaving them time to think about what they did? No one had the faintest clue.

As if that wasn’t enough…. From the corner of Diamond’s eyes, she saw something in her window… Not a bird, or a bug, but a calloused hand…

Oh no!!! This was bad! The indoor lock on her window silently lit up with magic and rotated over to the unlocked position… a hand equally as silent pushing the window upwards as high as it would go, just wide enough for a pony to fit through.

No no no!! This is really really bad!

Diamond’s worst fears came true! A head from a stallion peaked in, instantly finding the intriguing sight of six bound and naked school pony mares struggling inside.

“Well well well…. would you look at what we have here,” The stallion laughed, crawling inside. To Diamond’s dismay, others were behind him, following his lead through the window.

“Seems like a buncha school mares saw us coming…. Did all the work for us, hehehe,” He said. “Maybe they were hoping we’d take it easy on them for this…”

“What are you talking about,” Another stallion slaver commented with a laugh. “This is just how girls their age sleep!”

“Course it is,” Another stallion concurred. “Cause deep down they all know what they are meant for… Let’s not keep them waiting, boys!”

“No! NO!!!!!” Diamond screamed in her head as the four stallion slavers licked their lips in delight at the sight of their exposed bodies. “Someone help us!!! I don’t want to be dragged to that hellhole with these freaks!!”

“Would you look at that?” One stallion crudely remarked as he picked up Dinky and Lily under each arm like they weighed nothing. The two mares renewed their struggles having since comprehended that they were being taken by some very bad stallions… “These two are as wet as a river!”

“Mine are too!” Another said, hoisting Coronet and Boysenberry’s bound body over his shoulders. “Sure are struggling a good lot for some mares who are obviously asking for the D… Never was straight forward with these bitches… No means yes, yes means no… bout time we put a stop to their stupid little mind games…”

“Let’s get them outside first,” The leader said, picking up Diamond’s body with two arms. “We can have our fun with them there. Help break em in for what they’ll be doing… hehe. Don’t worry missy,” He remarked cruelly, roughly tapping Diamond on the cheek. “I got the perfect buyer in mind just for you… he likes em young…”

“Someone!! Anyone!! Please!!” Diamond wanted to cry now as she and her friends were carried out of her room. Their muffled screams of protest obviously speaking volumes about the stallions treating them as their personal rape property. The still seeing Diamond could only watch as the stallions climbed down her stairs, doing one quick look around to see if there were any other conveniently tied up mares looking to be kidnapped, but shrugging figuring they had enough merchandise for now. They were already on their way out the door when suddenly…

“Hey!! Leave them alone!” Pipsqueak roared, five other colts hearing him and quickly rushing to his side, easily piecing together what was going on.

“Heh, or what, shrimp?” The stallion holding Diamond turned to them said with a chuckle. “You gonna call me a butt face?”

But Pipsqueak had already charged at him, landing a powerful punch square on the jaw, causing the stallion slaver to drop Diamond’s body and fly backwards into the wall. The other school colts were also charging behind him ready to attack the others.

“Dear God! L-Let’s get out of here!” The head slaver yelled, quickly recovering and sprinting for the main door. “These guys are too strong and handsome for us!” The other slavers seemingly cowering in their place, dropping the mares they were carrying and also running away with their tails between their legs. One stallion trying to get away so fast he stumbled and tripped over a chair.

“Seriously… fuck that chair!” He yelled before picking himself up and retreating as well. “You won’t be seeing the likes of us around here anymore, that’s for sure!!”

The six school colts were dumbstruck, blinking in surprise as they watched the slavers run for their lives.

“T-that…. that was easy… A lot easier than I thought it would be!” Tender Taps said.

“I thought we were going get our asses kicked for sure!” Strike said, relieved. The muffled groans of the tied up mares broke them out of their daze.

“Diamond! Are you ok?!” Pipsqueak exclaimed, dropping to the ground and untying the magical bondage that held them hogtied. Which now came off with surprising ease, Diamond was able to throw off her ball-gag herself before embracing the colt in a tight hug!

“My hero!!” She exclaimed. “You saved me!”

“You guys saved all of us!!” Silver added as soon as her ball-gag came out.

“Thankyouthankyouthankyouthankyouthankyou!” Coronet said, crying tears of joy as she wrapped her arms around Strike in an almost deadly tight embrace. “I thought we were going to end up in that awful town! I would rather die!!”

“Thank Celestia you managed to get here when you did!” Dinky cried, equally thankful at her saviors. “They were going to rape us!!”

“What happened to you all though?” Button Mash asked through Boysenberry’s many kisses. “How did they manage to tie you all up without us hearing anything? We didn’t hear anyone call out for help!”

“Ummmmmmmmm….” Diamond was at a loss.

“They used magic… Or something…” Boysenberry added slowly.

“Yeah- magic!” Diamond said now. “And they also burned all our clothes…” *cough*

The impact of the girl’s nudity seemed to hit the stallions are at once now that they were out of danger. Each of them blushing madly and averting their gazes from the six completely naked classmates out of respect. Of course, they also slyly sneaked a few glances at their goods to memorize out of respect for their manhoods.

“A-All of them?” Pipsqueak squeaked, now turned around, not facing the mares. “Why would take the time to do that…?”

“Oh wow, look at this!” First Base called from the corner, effectivity drawing the attention away from that suspicious subject, as the other stallions approaching behind him to find several large bags. “Apparently the slavers were in such a rush to get away from our fists of fury, they dropped their supplies! There’s plenty of food, water, and equipment in here!!... No clothes though…”

“Man… those guys were idiots!” Pipsqueak said. “Seriously?! Who does that?”

“We can take a break from scavenging now!” Featherweight cheered. Although, they had to nervously look to Diamond and the other mares, fearing they might not actually afford them the vacation they desired, telling them to get back to work after skipping sleep this night. But, surprisingly, the mares were just staring at them… lovingly. There were other things on their minds now… Memories of the images they had been showing, claiming how great and wonderful a master could be… how he looked out for his property’s wellbeing… Suddenly the possibility of the magazine’s photos being pure fantasy… looked like a possible reality…

“Um, great,” Diamond said. “Say guys… why don’t we all try at get some shut eye… I think it would be better if the mares stuck together with their heroes down in the servant’s quarters? For Safety… right, girls?”

“Mmmmm hmmmm!” They chimed.

“Ummmmmm, ok…. If you’re up for sleep after that…” Pipsqueak mumbled as Diamond wrapped her fingers around his hand and skipped them both off back downstairs with him in tow, the others doing the same. None of the girls even attempting to find something to wear or cover themselves from their classmate’s eyes. It was freaking the colts out! Not that they were complaining though. The one who actually said something and caused the mares to get dressed would officially be labeled as ‘that guy’ for life, and would never be forgiven.

Upon arriving back in the room Diamond had once locked them inside, the colts were even more surprised they all intended sharing beds with the stallion who had rescued them… rather than stealing the beds and shoving them onto the cold floor to sleep. Diamond Tiara snuggling under the covers after Pipsqueak, lifting his arm and hooking it around her, where his hand ended up dangerously close to her exposed breast. Silver Spoon making herself home next to Featherweight, Boysenberry next to Button Mash, Lily Longsock next to Tender Taps, Dinky with First Base, and Coronet with Strike.

The six naked mares cozying down to a warm inviting sleep, while the six clothed stallions stayed long awake, wondering what the actual fuck was going on while being faced with the dilemma of fearing if they asked, the mares would stop…

~~~~~~~~~ ~~~ ~~~~~~~~~

It slowly occurred to them over the next day that the mares had all changed. Not in the horrible PTSD almost captured and made into a rapist’s sex slave kind of way, but something else much better. They couldn’t really put their finger on it…

They weren’t acting afraid of them anymore or calling them secret rapists behind their backs, that was always nice. But they were also acting… friendlier… playful even. Each mare following a certain stallion around as if he were the most popular person in school and they wanted nothing more to be their best friend…

The colts had awoken the next morning and figured, with their newly acquired living supplies, it would be best to barricade off the front gate, the only entrance to Diamond’s mansion thanks to the tall hedge wall surrounding it. They could survive for a few weeks on it alone. Windows and doors were also sealed, locked, and covered in hopes of making the place look abandoned. The end result being a dozen ponies in a single house, not being allowed to go outside for fear of being seen…

Of course, while the colts were working at this, the naked mares followed them around restlessly, only to giggle whenever they asked if they wanted help finding something to wear.

But, even weirder, whenever one of the colts asked them to do something… anything… like fetching a soda from the fridge for them… the mares would sprint off and do it like it was an emergency! Only to return, hand them the soda with a bow, and give a slight pleasurable shudder when the stallions took it.

The six stallions weren’t oblivious. They knew something was off… and it wasn’t just the mares simply acting nice to repay them for saving their lives. For the meantime though, they just enjoyed the pleasant sight of their attractive female classmates bounding around the house without a stitch of clothing on and tending to their every need… well not every.

It was long until some of them started to test how far these mares would go until they reverted back to their old and cranky selves again…

Button Mashed had completely stopped trying to be sly with his sneaking looks at their bodies… but the mares actually found that more agreeable than not. Strike had asked Coronet if she wanted to take a shower together, only to discover the mare screaming “YES!” from which he quickly blushed and attempted to play off his request as a joke.

Featherweight had gone a bit further and pulled out his trusted camera to find that the naked Silver Spoon didn’t shy away from it, but actually playfully dove into where he was pointing. Even dragging Lily over and kissing her on the lips while staring at the camera. Featherweight was more than willing to snap a few hundred shots of the mares, needing to back up to ensure he got everything in frame…

Of course… all those events paled in comparison to what happened the next night, when they were all gathered around in the servants quarters in their usual pairings.

~~~~~~~~~ ~~~ ~~~~~~~~~

Pipsqueak was lying on his bed, staring up at the ceiling, deep in thought, when Diamond popped into his frame of view.

“There you are, Pipsqueak! I’ve been looking all over for you!” she cooed, snuggling up on his side.

“Uh… hey, Diamond,” Pipsqueak said as the rest of the house’s school ponies entered the room and closed the door behind them, ready for a long night’s rest. “Listen… are you girls sure you’re comfortable like…. this? I mean… we can see everything!”

“Don’t you like it when me and my friends are naked?” Diamond replied with a sultry wink. “I think they’re kinda cute, don’t you?”

“W-Well… s-sure… the guys can’t really complain… heh heh,” Pipsqueak blushed not having expected that question.

“Then we are comfortable like this!” Diamond cooed. “Why should we only think about ourselves and our wants, like we’ve been doing this entire time, when you guys could actually be finding some enjoyment in staring at our bodies? Whatever makes you boys happier… we’ll do anything you tell us too from now on…”

“Heh… yeah right…” Pipsqueak scuffed, only to avert his gaze in thought for a moment. “Fine! Tell us your deepest darkest dirtiest secret!” The other colts laughed a bit, thinking this would actually call the mare’s bluff. Diamond gave a quick casual glance over to Silver, who had also settled in next to Featherweight a while ago.

“You might as well tell him,” Silver said with a frisky grin. “Not like us mares have a choice in the matter…” That certain choice of words confused the stallions… but not enough to voice it before Diamond started talking.

“Before all of this invasion nonsense happened… me and Silver…. Well, we used to go out into this pretty little clearing a little ways into the forest just outside of town every weekend, by ourselves of course, where it was nice and private. After we made sure there we no one else around, we stripped down to nothing and set up my camera on a timer. We took hundreds of naughty photos of ourselves there… pretending to be two porn stars modeling for an agency, posing for the camera so it caught everything.”

“It was just for fun!” Silver added.

“T-that’s your idea of fun?” Button Mashed stammered, nervously trying to hide his ever present erection.

“Well, it was… until a family daddy was friends with visited us one day…” Diamond went on. “They had a son slightly older than me who did some snooping around while we were all downstairs… It was only after they left I discovered he had went into my room and taken every single nudie picture of me and Silver back to his school in Manehattan!”

“And I told you underneath your mattress was a dumb spot to hide them! Everyone looks there is they are snooping around!” Silver scoffed.

“Well… a little while later… I started getting a ton of personal letters,” Diamond said with a growing naughty smile now. “Apparently this guy showed them off to every boy at his school and they loved them! They were all sending letter to me for more!”

“With bits! Paying lots of bits up front!” Silver added gleefully.

“Mmmhmm! It was a lot of money, even for me! So Silver and I took the job… taking even more naughty pictures of ourselves naked. Outside in the pool! Ponyville streets after dark! Even a few with my mom’s toys I found stashed away in her closet!”

“They kept on asking for more!” Silver went on. “We thought they would get bored of us eventually, but they only kept asking for us to do naughtier things and sent in even more bits!”

“Yep! Daddy was concerned with me when I stopped asking him for money altogether,” Diamond giggled. “And even more concerned when I offered to pay the checks when we went out to eat! I think at one point we were making more money than he was!”

“Ummmm, Diamond… didn’t you just say women who sell nude pictures of themselves are a disgrace?” Coronet shot in.

“Fine… I lied to keep my image!” Diamond huffed. “Can’t blame a girl for caring about her image, can you? But… in truth… I really think mares who don’t take nude pictures of themselves and send them to everypony are a disgrace… Think of how many sexy colts in Manehattan we made happy from our pics! And all we had to do was take off our tops and snap a few photos! Easy! Why should any other mare be allowed deny hundreds of stallions who want to see them naked the same pleasure? Because they’re shy?! Please! That’s just being snobbishly selfish…”

“…………………………………………..”

The stallions in the room were speechless, their jaws almost literally hitting the floor. To them it sounded like a bold generalizing statement that they should have easily thought to poke holes in… But with all the blood headed to their crotch rather their brains, they were left with nothing… And it didn’t help when the other mares in the room started talking over their silence.

“Awwww! Since you put it that way you should have invited me!” Dinky whined. “I would have been happy to pose nude like a porn star!”

“Me too!” Lily said, “I could have used the money as well.”

“Hehe, the money was one thing, but I loved the attention,” Diamond giggled. “Knowing that Silver and I were on the minds of some many sexy guys… it felt nice! We considered inviting some other girls in our class out, the guys would have loved that, but ended up being greedy…”

W-w-well… o-ok then….” Pipsqueak stuttered. “I g-guess you girls are willing to-“

“I actually wanted to say I agree with Diamond… about how girls should be sending out nude pictures of themselves…” Boysenberry started now, half nervous, interrupting Pipsqueak mid-sentence. “And I’ve strongly felt that way about it for a while now… but I thought a lot of my girl friends and classmates would disagree… So instead of seeming like a slut and trying to convince them to try it… I kinda… used a hole in my backpack and snuck a camera into the girl’s locker room… then snapped a few hundred pictures of everyone while we were undressing and in the showers after PE…”

“Oh oh! Did you get some of me?!” Dinky said, raising up her hand and shaking it eagerly, feeling slightly bad about herself considering she never posed nude for others.

“What about me?!” Coronet added excitedly. “It should have been easy! I also took the longest in the showers!”

“Oh, don’t worry,” Boysenberry giggled, relaxing slightly in relief to their response. “It took me a few months of positioning myself in every row of lockers… but I made it a goal and managed to get everyone!” The other girls in the room letting out a sigh of relief as well. “I kept the originals but sent a few copies of my collection to some cute colts I met at Camp Friendship to distribute…”

“Good girl, Boysenberry!” Diamond said. “Taking matters into your own hands and helping mares through their lapses in judgement and making Equestria a better place in the process! That’s a hero in my book!”

“Awww, you didn’t send me any?” Featherweight whined as the other girls cheered.

“I-I think what Featherweight meant to say,” Pipsqueak attempted to get in, “was maybe that’s enough for tonigh-”

“I don’t think I can top that! But me and a bunch of my girls friends did go skinny dipping once!” Coronet added cheerfully.

“Ok… never mind. I guess we’ve going around the circle then…” Pipsqueak coughed. “Uh, skinny dipping! Great! That isn’t that bad!”

“……Over in the fountain in the center of town during the middle of the day!” Coronet added. “We didn’t count on so many ponies being around!”

“Oh….” Pipsqueak gulped, “Yeah… I remember seeing that in the newspaper now…”

“It was a dare!” Coronet said defensively. “You can’t not do a dare! That’s the law!”

“Oh man… just look at the t-time,” Pipsqueak said, staring at an invisible watch on his wrist. Of course it did him no good.

“Well… I used to hide in my parent’s closet every Friday night!” Lily jumped in now. “That was usually the night they had their fun, if you catch my drift…hehe. You should have seen what my mom let him do to her on his birthday!”

“All righty then…” Pipsqueak coughed, not sure what kind of band wagon he just started. “Watching your parents have sex… guess it’s technically not too crazy… relativity speaking… I think…” He didn’t know what to think anymore.

“But one night I snuck in extra early,” Lily went on. “And used a thin needle to poke a small hole in my dad’s condoms… Nine months later my baby sister was born!” She said cheerfully.

“OK…. WHAT?” Tender Taps exclaimed.

“Seriously?!?”

“I know right?!?” Lily said excitedly, catching the high five Boysenberry shot her. “And they kept on going at it, even after my mom’s stomach started to bulge. It was so hot!! My dad loved doing it raw too! He was always in such a better mood the next day!”

“D-don’t you think that’s taking things a little too far… maybe?” Pipsqueak said, getting awfully desperate now. “I mean… getting your parents pregnant? That’s pretty-“

“Sooooo, you’re saying you think my adorable perfect little sister should have never existed?!? Ugggggg, rude…” Lily shot at him.

“……I-I can’t take much more of this!” Pipsqueak said. “All you girls are so perverted!” It was worse than he had thought! They didn’t suddenly turn into sexual deviants last night… they already were sexual deviants! Just suppressing and hiding their urges up until now!

“Do you want us to stop?” Diamond said playfully, turning around to meet his gaze. “Does that boner in your pants really bother you that much?” she giggled, rubbing the noticeable bulge in Pipsqueak’s pants. They knew the boys could order them to stop at any point, and they would have to obey, but they knew they wouldn’t… “I’ll take that as a no… Your turn Dinky!”

“I was once trapped inside a house with six mares and six stallions…” Dinky started with a sly grin.

“You-you mean this one?” First Base asked with a tremble in his voice.

“Nooooooo, of course not!” Dinky said with a giggle.

“Wha-what happened?”

“The girls were so thankful for the guys saving their lives, they gave the boy’s full ownership of their bodies where they lived happily ever after as slaves… only allowed to wear a pet collars around their necks. The guys trained them day and night to be submissive animals who were obedient to their every demand. Fucking their holes until they were slick with their cum…”

“Dinky!” The other five mares scolded in unison.

“A bit to on the nose there, Dinky,” Diamond said. “I thought we could drag out our teasing session a bit longer than that!”

“What’s going on?” Pipsqueak spoke nervously as the other mares in the room nodded to each other before all turning around and crawling up and onto their respective stallions.

“Just trying to show you boys what happens when a mare’s…. needs… aren’t met. They lash out in a whole sort of different ways… Who knows who would get caught in the crossfire…” Diamond cooed seductively, pressing her sizable breasts up against Pipsqueaks toned chest.

“This is why mare’s like us shouldn’t be allowed to have a single ounce of freedom to ourselves….” Silver Spoon continued with a sultry wink to Featherweight… “We need a good looking man to keep us under control…”

“To own us…” Lily went on. “Satisfy our needs while using our bodies to their darkest desires…”

“Who would teach us our place beneath them…” Dinky giggled. “To keep us on a short leash if we misbehave. Remind us everyday that we’ve nothing more than sex-crazed fuck toys meant to take our master’s cum into our holes…

“W-what’s gotten into you girls?!” Button Mash stammered as Boysenberry was busy undoing the fastenings holding his pants up using only her mouth.

“Oh, you can drop the act now boys!” Diamond giggled. “We saw that lovely little magazine you left us in my room…”

“What mag-” Pipsqueak attempted to say.

“...And… apart from almost getting us captured by slavers… it was a wild ride…” Diamond cooed. “It was eye opening… we didn’t even realize how much we agreed on its portrayal of mares until we on the ground and masturbating like crazy!”

“But… a good girl doesn't masturbate without her owner’s permission… her pleasure is the sole responsibility of men,” Boysenberry said with a not too subtle hinting wink.

“Otherwise our lust is going to drive us crazy!” Diamond went on. “And we’ll have to touch ourselves again… then we’ll be punished for it…” She said, the mares in the room thinking back to the mare trapped in the stocks for hours on end. Relentlessly pounded while never being allowed to cum.

Coronet gave a slight whimper, vocalizing her much desired need for a cock to play with. Growing bold, Strike slipped a single index over the girl’s soaking folds, being promptly rewarded with an almost screaming pleasurable moan from the mare, followed by a long series of loving kisses planted on his cheek and lips, urging him for more.

The other stallions trapped in their bed were starting to give in as well. Obviously understanding that these mares were in need for them, but only serving as the excuse for doing what they’ve always wanted to do with their female classmates.

Button Mash nervously ran both his hands up the waistline of Boysenberry’s figure, the very simple touch of which was driving the mare crazy with passion, overwhelmed by the mere fact that anything he seemed to do to the mare was met with glowing approval. He took his hands from the mare’s body for a mere moment, despite her whines, to tear off his shirt before quickly resuming.

“Well… Featherweight,” Silver cooed seductively as the situation in the room slowly became more heated. “Seeing as all our bras are now a smoldering pile of ash… I think we’re going to need a few replacements…” She said with a naughty grin, grabbing both of Featherweight’s wrists and bringing his hands to her breasts, where they couldn’t help but squeeze down. “Ahhhhh, yeah… these will do just fine,” Silver giggled.

“I-….I don’t k-know about this,” Pipsqueak stammered, seeing his male counterparts slowly delving into their mares, feeling up their mare’s bodies that were readily offered to them.

“Is that so?” Diamond said in a matter-of-factly way as she shimmered of Pipsqueak’s pants and underwear in a single pull. The colts rock hard erection popping out of its confines to greet its new best friend. “Seems like another part of you has already made up it’s mind…”

“T-This is all just moving so fast…” Pipsqueak went on.

“It may be uncomfortable for some at first…” Diamond began, “but it’ll be even more uncomfortable for us if we don’t get this!” She pleaded with the colt, her eyes just shouting she was begging with him. “Mares need this! It isn’t optional! And it takes a stallion with a cock to service us! A long… powerful cock like this…” She added, giving a few loving strokes to the fleshy member. “Pleaseee, Pipsqueak?”

Pipsqueak could only look between the lust driven mare, and the hand that was slowly stroking his cock… the same cock which was probably shouting at him to shut his mouth and shove it inside the mare who was offering full rights to her body to him on a silver platter.

“A-Alright, Diamond…” Pipsqueak stammered. Diamond responded with a long kiss on the lips.

“Thank you, master,” Diamond said, meaning every word she said.

The lips that had once kissed him slowly began to descend downwards on him, pausing at his chest to gesture him to remove his shirt. Pipsqueak complied as she reached his destination between his legs.

But Diamond couldn’t help but pause for a moment, staring at the throbbing tower of flesh. Veiny, erect, just calling out for her. A quick glance to her side revealing her other friends were already ahead of her. Having convinced their colts to fully strip, they were already in their laps, diligently sucking cock to the boy’s growing approval. She didn’t know how they did it! She remembered them saying none of them had sucked a cock before, or even tasted cum, yet here they were making it look like the most natural thing in the world.

She was with the other girls before up until now. Acting so confident in themselves, similar to how she had acted all her life! But… all of that couldn’t help but disappear from her in the face of a single real life stallion cock. It was mind numbing for her to even think about.

Diamond took a deep breath, turning her full attention back to Pipsqueak’s fleshy member. The colt wasn’t growing impatient in the slightest, seemingly willing to wait for her for however long it took. She liked that…

With a slender hand, she wrapped her fingers along the base, giving it another stroke. The colt’s cock jerked in appreciation, almost as if alive. It almost made her giggle at its playfulness. She gave it a few moving loving strokes now, in faster succession than before, to a growing groan of approval from Pipsqueak. Diamond gave another quick pause to glace at it. The playful cock had awarded her with a several globs of white precum leaking from the tip.

Steeling herself for this moment, she leaned in, taking the tip of the member into her mouth where she sealed her lips around it. With her tongue, she carefully licked away at the white substance, collecting it in her mouth before savoring it as she swallowed it down.

“Well….?” Silver Spoon, who had briefly taken a moment to pause, stroking Feather’s slick cock in her hand as she called over to her friend with a sly grin. “What do you think?”

“The magazine wasn’t lying…” Diamond said, dumbstruck. “It is delicious!!!” No sooner had she uttered those words did she dive back in now at full speed, locking his lips around her colt’s cock before sliding up and down its length. She wanted more and she wanted it now! To suddenly discover that all colts had this super amazing mouth-watering treat just waiting to be claimed in their balls was almost too much to process! On one hand she felt awful for all the missed opportunities… She could have sucked off her entire class for lunch every day and would have been more satisfied with their cum over her servant’s cooking. The other hand however, she felt urged to work every day for the rest of her life to make up for long time!

Diamond’s lips were moving at a frantic pace across the fleshy member now. She was experimenting with everything, pressing his tongue alongside the bottom, giving extra attention to the mushroom tipped head, fondling Pipsqueak’s balls as she worked… All of which she listened intently for groans of approval from her master, seeking to find what he found most pleasurable for future reference, just like she figured any good mare would do.

And no one could really blame Pipsqueak for groaning in pleasure. Diamond was making his cock feel like it was sleeping a warm bed of feathers, it was amazing! Even though it was both of their first times, he could already tell she was gifted using her mouth for something other than talking. A voice in the back of his head agreeing with him saying this is what they should have ordered the mares to do this entire damn time to pull their weight! They were good at looking for food… the mares were good at sucking cock it would have been perfect!

Diamond felt her colt’s cock give a noticeable twitch from within her throat, preparing to release its largest payload yet. And from the energy in the room, it was obvious the other mares were slowly sucking their colts to their own breaking points as well.

“D-Diamond… I-I gonna… c-cum!!” Pipsqueak stammered.

Diamond couldn’t have redoubled her efforts anymore since she was already working her lips as fast as she could. Her tongue sliding along its length, coaxing the cum out to play. Her sly fingers gripping the sack of the sweating colt and giving his balls a playful squeeze, which finally did the trick.

With a staggering groan, Pipsqueak exploded into her mouth, Diamond moving quickly to seal her lips around him, focusing all her efforts on swallowing the delicious gift she was so generously given by her master. Rope after rope of steaming hot white cum erupted out from Pipsqueak member, only to be promptly swallowed into Diamond’s hungry and empty belly. Pipsqueak’s hands shot to Diamond’s head, keeping a firm grip of her to ensure it stayed in placed as she took his seed down his throat. Diamond squeezed his sack even harder, prompting even tastier cum to come flooding her way.

Finally, Pipsqueak mouthwatering stream of cum had slowed to an end. The exhausted colt falling backwards in the bed, panting wildly, and somehow feeling several pounds lighter with, what he was positive was, his largest orgasm in his young life. But Diamond had one more sight for him as she slipped off his cock. She rose back up to his sight, only to grant him a preview of the last batch of his cum she had worked so hard to earn, pooling every inch of her mouth.

Pipsqueak could only smile now as his pet showed him where his seed belonged. With a single hand, he gently pushed Diamond’s mouth closed, before rubbing her throat to coax it down.

“Mmmmmm, yummy!” Diamond cooed, after an audible swallow. “Thank you for that, master!” She said excitedly, her look showing she sincerely meant every word of thanks for the gift of being allowed to suck his cock.

Master, huh? Pipsqueak pondered to himself. I think I could get used to that…

Glancing to the side, it was obvious the others were done as well, with mixed results. Coronet, Boysenberry, and Dinky, the mares she had thought looked so professional sucking a stallion’s dick, all appeared to be unable to swallow all of their master’s generous loads, and had to withdraw, leaving the cock to shower their breasts and faces with a generous heaping of seed.

“I-….I’m sorry master! I couldn’t s-swallow it all!” Boysenberry stammered, seeing as though she was on the verge of tears. Quickly moving her mouth back on Button’s cock to clean in hopes for the faintest bit of forgiveness.

“A-are you going to punish us?” Dinky asked First Base meekly, seemingly equally fearful of the stallion’s wrath.

“Why would we punish you?” Strike chuckled to himself as Coronet also begged for his forgiveness. “We should be thanking you! That felt great!”

Silver Spoon sighed, as she hopped off her bed to where Dinky was panicking. “These colts are too good for us…” She said. “Thank Celestia we were lucky enough to have them here with us!”

“But…” Diamond went on, “we need to be trained. A good mare should never selfishly reject her master’s gift like this… Come on girls, let’s get them cleaned up.” With that Diamond, Silver, and Lily all moved over to Boysenberry, Dinky, and Coronet, licking every drop of cum off the affected areas of the mare’s tits.

“I’m sorry, Diamond,” Boysenberry said, as Diamond ran her tongue up through her cleavage, collecting the drops and streaks of cooling white cum as she did so. Her outburst was quickly silenced as Diamond drew her lips into a tight kiss, using her tongue to push in half of her gathered essence into Boysenberry’s mouth. Diamond noted the differing flavor and texture to Button’s semen, actually finding a pleasant second variety to what she believed there to be only one. She made a quick note to try out the other four colt’s cum if she had the chance.

“Don’t be,” Diamond said warmly as the mare swallowed. “Button is a sizable stallion. And we all could use some more practice sucking cock. But don’t worry! They’re be plenty of opportunities for that from now on! And I mean plenty… Every. Single. Hour. Of. Every. Single. Day!” Diamond exclaimed, turning with a naughty grin to the stallions.

But… to her disappointed view, her latest tease had gone unnoticed. The six stallions had seemingly collapsed in their beds, out like a light.

“Geeeeeez,” Silver scoffed. “I heard a good blowjob could put a guy to sleep, but I didn’t think it was that true!”

“I guess we’re not the only ones who could use some practice at this…” Diamond noted.

“What do we do now, Diamond?” Dinky asked as Lily finished licking the last of First Base’s delicious cum from her tits.

“Go to bed with them, I guess,” Diamond said. “We don’t need to push them anymore towards this. Let their balls work to make some more of the tasty treat for us. I think they’re fresh out now anyway…”

The other mares nodded in agreement. Crawling over to their respective stallions they worked to gently arrange their sleeping bodies inline in the bed and underneath the covers, before promptly snuggling up into their sides in a tight loving embrace.

Diamond leaned over to plant on quick kiss on the tip of Pipsqueaks deflating cock before playfully whispering it a message. “Get some sleep big guy… you’re gonna be busy getting used from now on…” With that, she pulled the warm covers over herself and Pipsqueak, pulling his arm over her before yawning and drifting off into Luna’s sweet embrace as well.

~~~~~~~~~ ~~~ ~~~~~~~~~

The next day came quickly for them. The stallions waking up long past sunrise to discover last night had thankfully not been an amazing dream. The mares, had awaken quite a while before that, in fact, but had remained motionless, not wanting to rudely awake their master’s slumber, giving them time to enjoy their master’s pleasant warmth.

It seemed to hit the colts like a truck to remember they no longer had to go out in venture for food, thanks to all the supplies those idiot slavers had somehow managed to drop. So, they had no choice but to see to the desires their mares were literally begging for.

The mares wanted to be trained. They weren’t fooling themselves. They knew they were young, and inexperienced. They wanted to be told what to do always remembering that a stallion knows best. The full experience any and every mare should get.

~~~~~~~~~ ~~~ ~~~~~~~~~

“You want us to decide everything, Diamond?” Pipsqueak asked, growing more accustomed to what his mare was wanting. “You don’t have… like… a new list of chores for us to do?”

“Of course not! You’re in charge now!” Diamond giggled as if it was a silly question. “Mares like us can’t be trusted to be in power! That’s a guy’s job! You saw what happened when I was in charge! It was a total disaster!…. Sorry for that by the way…”

“Ummm, it’s ok…” Pipsqueak, “I guess us guys could be in charge from now on if you want…”

~~~~~~~~~ ~~~ ~~~~~~~~~

So the colts took control of Diamond’s house. Every little suggestion they made regarding things they should do was met with glowing approval from the mares, who, surprisingly, were more than happy to obediently do their fair share of the workload.

All six of them seemed almost happy to work together now, pitching in to cook breakfast, lunch, and dinner for their colts, who had warningly taken to being called ‘masters’, even cleaning the dusty house so as though it almost looked like new from the inside. Of course, the mares even ended up adding certain jobs to their task list, usually scarfing down their food during meals so they could crawl under the table and wash it all down with a fresh sucked helping of cum from their masters.

Others watching may have started to fear that this new treatment to the colts was starting to go to their heads, but that is exactly what the mares were hoping for.

First Base had made an off handed joke that since all the mares were acting as their pets now, they should crawling everywhere on all fours like an animal would. Of course, he didn’t realize how seriously the mares took him, all of which quickly dropped to their hands and knees and continued going about their business. After that… the others were much more carefully about sarcastic jokes they made around the mares.

Strike had suggest that couples start showering together, again… in an effort to save water, which made perfect sense to them. Why hadn’t they done that before? They weren’t monsters!

Pipsqueak had walked into the laundry room to discover Button ordering Boysenberry various orders as one might treat a dog. He stuck around to see the mare’s interpretation of beg, which was Button and Boysenberry’s favorite command, apparently. Button made sure to whip out his cock whenever he felt the mare deserved some positive reinforcement for following his orders.

Featherweight was having the time of his life, having brought out his trusty camera once more. From the sounds it made, it was as if the colt was manually attempting to capture every individual frame of a video. The mare’s usually moved towards him whenever be brought it out, poses for various naughty group pictures. Sometimes all bent over showing the camera their goods, sucking on their neighbor's tits, arranging themselves in a circle and giving the mare above them a tongue lashing. The experienced photographer captured every angle, ordering them into even deeper lewd acts, all of which they obediently and happily followed, knowing the other five stallions were getting a show watching them.

~~~~~~~~~ ~~~ ~~~~~~~~~

It’s still so strange! Pipsqueak thought to himself. They like being controlled? Being treated like an animal? Being at our beck and call? Even Diamond?! She’s the last mare in Equestria I’d figure to get off on simply being ordered to do something… And sweet Luna, are there any more mares out there that feel the same way?! Wait a second…. Luna is a mare too! Deep down, would even a princess want to be treated like this? The thought of his favorite princess acting like his female classmates made his cock jump to attention. M-maybe the girls would know…

“Featherweight….” Pipsqueak asked. “Do you know where Diamond and the other girls went off too?”

“They’re all off in Diamond’s room for some reason…” Featherweight shrugged, still busy going through the thousands of photos he had taken. “Something about our magazine working again or something. Whatever…”

“Oh, guess I’ll just go for a swim then…”

~~~~~~~~~ ~~~ ~~~~~~~~~

“It’s back and working again, girls!” Diamond cheered alongside the other mares, opening the magazine to the page it was at before. “Now I’m not ashamed to admit I was really excited to see what was on those last few pages of this thing. We all got naked like it wanted… kinda felt cheated.”

“I hope ties us all up again!” Coronet giggled. “Besides the slaver stallions finding us like that and almost dragging us off to Appleloosa, it was kinda exciting! What would our masters do to us if they found us like that again now?”

“Ok… deep breath everypony!” Silver Spoon urged, feeling a pointless need to confirm all six of them were still butt naked. “I want to remember this, whatever it is!”

“Just turn the page already, Diamond!” Dinky exclaimed.

“Ok… here we go,” Diamond breathed, flipping over the page onto the new one, the magazine content’s being normally projected on the back wall like before.

Although there was no action in this new picture… the magazine lived up to its hype. The girls were all in shock. But for a different reason this time compared to the last.

Unlike all of the mares in the previous images, they knew who was pictured before them. EVERYONE knew who these mares were…

In the image was a clear picture of Princess Celestia, Luna, Cadence, and Twilight, all naked as the day they were born, with breasts so large (much larger than they remember them even having) they would have made standing up straight an impossibility for any other normal mare… Each of the four royal mares were calmly seated on their knees, backs up as they proudly smiled for the camera. The same exact distinct sex slave collar around their necks, with a leash stretching out from the back that went up and coiled in the hands of four separate stallions… The princesses assumed owners… The pages caption reading: Strive to be like your princesses, girls…. They know their place beneath men… like any and all good mares should know…

“They got the princesses to pose for porn?!?!” Diamond gasped, the other mares in the rooms had found their jaws had hit the floor.

“B-but… I thought the princesses were all up tight and proper…” Dinky said. “Even they believe mares should be treated like slaves?”

“They had too…” Silver said slowly… “There’s no way this is a simple job for them… No one in Equestria would have had enough bits to pay all four of them to do something like this if they didn’t!”

Diamond felt slightly better about herself now, knowing Equestria’s most popular role models felt the same way she did. Now more than ever she knew her place on her knees. But still, she wanted to see what came next to see if the magazine had any further tidbits of wisdom to depart on them on how to behave.

On the next page, to their arousal’s joy, the same four princesses were pictured. They were atop the same four stallions, who were laying in different beds as the princess rode their cocks cowgirl style, as if wanting to show the reader that the princesses were in this all the way, and were doing all of the work of their own free will. A few various other colorful mares with sizable chests as well, unknowingly the other mares of CUNT, were gathered around them, arms entwined over the bodies of the panting princesses. Groping their tits and pulling their lips into a deep kiss, obviously showing the princesses also played on both sides of the fence. Meanwhile the four royal mares had planted their hands on the stallion’s chests for leverage, driving their hips up and down, spearing the stallion’s fuck rod into their dripping cunts. The caption reading: No mare is above a man’s cock… A stallion will always be better fit for power than a mare… The princesses have come to realize a mare seeing herself as something more than a man’s obedient cock slave and cum dump has come to be Equestria’s greatest failure… They are more than eager to throw away their undeserved titles for the ultimate and final goal of any proper mare….

“It-It’s true then,” Boysenberry gasped. “The princesses are all sluts… like us!”

“You were wrong before, Diamond,” Lily said. “This isn’t just porn, it is how all mares in Equestria should be treated! The princesses themselves think we aren’t fit for anything else!”

“Would be more convincing coming from a man though…” Dinky said.

“Wait though… what’s this final goal of any proper mare?!” Diamond exclaimed. “Haven’t we done everything with the guys a mare should do yet?!” The others shrug to themselves as Diamond turned the page.

The next image was a single princess, Twilight, hands intertwined with her stallion master, pictured with her tongue lolling out of her agape mouth, obviously experiencing a mind numbing climax as the stallion beneath her slammed her hips down onto his cock and came, a powerful blast of white cum was seen covering the connection between the two ponies. Even better, a separate magical x-ray image was seen, indicating it was picturing the insides of Twilight’s womb where hundreds of eager sperm cells were seen swimming towards a lone vulnerable white egg in the center. The page’s caption reading: Breed…. The highest honor any mare can achieve with her master is a swollen pregnant stomach… There is no truer sense of purpose, belonging, or service than to take your owner’s fertile cum into your womb…

The mares were flustered… panting now. They didn’t know from where.

“It wants us to become… mothers…?!” Lily said, growing more aroused by the second. “I-I-I….umm… should we think about this for a moment?”

“Lily!” Diamond Tiara back, half angry, half aroused. “We’re mares! We aren’t meant to question what we’re told to do! We just do it! You know what awful things happen when mares try deciding things for themselves! We have to do it, girls.”

“Yeah…” Silver Spoon agreed. “We’re good girls right? Whatever a guy wants from us they get… and they probably are dying to cum inside us…”

Suddenly the magazine flipped its own page. A series of words conveying a message appearing before them

You girls should be proud of yourself… VERY proud… We are pleased with the progress you have made, casting aside your false standings and accepting your true place beneath those you once wrongly commanded… But… there is still the matter of that ‘reward’ we promised you before you go…

The girls looked up in eagerness now at the magazine, proudly awaiting what came next. Out popped six familiar objects. Six collars, all exactly identical to the ones the mare’s pictured in the magazine wore! They could tell by the look alone, these were meant for a mare’s neck alone. Their necks.

Put them on, girls… Forever mark yourself as a proper sex slave like the mares we’ve shown you… From now on, they will be the only thing you are allowed to wear… And you will wear them proudly… striving to be the best slut a mare can be in life….

“Cool!!” Dinky exclaimed, picking one up.

“I kinda wanted one of these things,” Lily said cheerfully. “They just seem fitting for us, don’t you think?”

Diamond Tiara didn’t even hesitate to snatch one up and wrap it around her neck. Releasing a shuddering sensation as its two ends came to life and shot to each other, sealing in a permanent bond. She was a slut, through and through. Now, where ever she went in the world, people would know it, and they would know she knew her place.

The other’s seemed equally eager to put one around their necks as well. Dropping to all fours and wagging their tails as their collars settled into their new homes, absolving them of their last bits of freedom. Panting and playing like the animals they had accepted themselves to be.

“Let’s prove we really deserve these things, ladies,” Diamond grinned, the others giggling naughtily. “Go find your masters… you know what to do…”

~~~~~~~~~ ~~~ ~~~~~~~~~

The mares crawled in a single file line now, down the stairs where they all split up to find their respective masters, all off doing their own things in different parts of the house.

Diamond Tiara wagged her tail when she finally found Pipsqueak. Her owner was outside, relaxing underneath an umbrella in his swim shorts on one of the poolside chaise lounge chairs. She quietly slipped outside, making sure to close the slide door behind in hopes to not distract her master from the noises that would soon start coming from inside. Pipsqueak took off his shades as noticed his nude pet crawling up towards him through the corner of his eye.

“Hey girl!” He said cheerfully, petting Diamond on the head lovingly as she dropped to her knees besides his chair. “What have you got there?” He added with curiosity, feeling up the brand new circular collar the mare wore. He couldn’t help but note it odd how it didn’t have a metal hook or clasp on the back of it… “How would you girls even take these off? Well… whatever, they look great on you!”

Diamond panted happily at her owner’s approval. Moving on top of his shorts, wagging her tail playfully.

“Oh… hehe, time for some more fun, eh?” Pipsqueak chuckled, pulling off his swim trunks and throwing them to the side. A familiar erect member popping out and greeting Diamond’s lust-filled eyes. “I was planning on going for a dip in your pool… but another blowjob sound much more relaxing…”

Diamond released a sad whimper, frowning up to her owner.

“What’s wrong, girl…?” Pipsqueak asked, utterly confused. Diamond never shied away from sucking his cock! “Do you want to do something else?”

Diamond nodded her head eagerly, jumping up to where he lay on the chair, and straddling her owner’s legs, his cock positioned almost directly below her painfully aching cunt. With two hands, she grabbed a Pipsqueak’s wrist, pulling it beneath her legs.

“Wow…..” Pipsqueak said, amazed feeling the heat radiating from between his pet’s legs. “I guess you’re a little worked up… you want to do… that… now...” Diamond nodded furiously.

“Won’t this be your first time?” Pipsqueak asked to which Diamond nodded. The gravity of what the mare was offering him slowly dawning on him.

“You can talk, Diamond…. are you sure about this?” Pipsqueak asked.

“What I want isn’t important,” Diamond giggled naughtily. “I’m just a mare… What matters is what my master wants… If he wants to take my virginity, I have no right to tell him otherwise. I live for his pleasure… So… would you want to take it here and now?”

“I… I would find that pleasing… yes,” Pipsqueak squeaked, starting to sweat a little as his member started twitching in joy as it realized what it was about to get.

Diamond squealed internally planting a long kiss on her partner’s lips. Her hips were already working, rubbing her dripping folds repeatedly over her owner’s throbbing cock to tease, ensuring it was nice and slick with her juices before anything started.

Pipsqueak gave a groan like music to her ears, before roughly gripping her hips, wanting nothing more to fuck his pet’s brains out at the moment.

Slowly he lowered Diamond down… Inch by inch her waiting pussy approached his cock. Diamond bit her lips as her master’s tip finally pushed inside, parting her folds as it slipped into the warm and wet confines of her most sacred of places.

A few inches later it hit her. Pain, overwhelming, shooting through her body like she had never experienced before. It was unbelievable. Diamond cried out in discomfort as Pipsqueak came to a halt. She had expected it to hurt… but not that much!

“Diamond?! A-Are you ok?!” Pipsqueak asked, worry clearly evident in his voice.

“I-I’m fine,” Diamond said, taking a deep breath and attempting to calm herself. “Just give me a minute, please!”

“Ok…” Pipsqueak said, patiently giving his pet all the time she need. He gave her an endless series of warming comforting rubs up and down her hips as they waited, which seemed to help calm Diamond. “How are you feeling?”

“It’s strange... I feel…. I feel… full,” Diamond said slowly. As the pain died away, she was left experiencing only the pleasure. “More… complete… and fulfilled than I’ve ever felt in my life….!” It was remarkable. Here she was, a mare who had once considered herself powerful, now being absolutely dominated by a single cock lodged inside her. To think such a simple thing was the key to her heart drove her wild… and she wouldn’t have had it any other way!

Her breath quickening, Diamond’s hips started to move on their own. Grinning, Pipsqueak gently pumped his hips upwards driving his cock deeper inside Diamond than the young mare could have possibly experienced before, causing the mare to shudder and cry as her balance gave way, collapsing forward onto Pipsqueak’s chest. Diamond felt complete, it was amazing! As her owner’s massive member hadn’t let up though, adjusting the angle, he began to slide in and out of her body. Gasping and moaning, Diamond attempted to push her back up to position, only to have another seemingly powerful thrust inside her cunt cause her arms to give way yet again. Her master’s way of telling her she had no power, that he controlled every aspect of their love making. A hand moved across her chest to emphasis his point, roughly gripping a breast, pinching a nipple with such force it caused her to cry out again.

Pipsqueak didn’t let up from his mare as she attempted to recover, slamming his hips into the slender mare, the colt pummeled his pet for all she was worth. Swept away by his own pleasure as the sensation of Diamond’s tight vice-like grip on his cock by her rippling pussy. The soaking passage held him tightly, clenching his member as he withdrew, as though desperately trying to keep him inside, not wanting to be left empty.

Diamond could not have been happier. For the first time in her life, she knew she had truly found what she was meant to do. Her mind was buzzing now from the relentless pleasure her kind master thrust into her. She loved being dominated… She loved being owned… She loved giving her master pleasure. Everything was just perfect for her.

The thick shaft spearing her sex was hammering at a blurred pace, rubbing up against sensitive spots she didn’t even know existed in her own body! She wanted this feeling to last forever! She wanted to experience it ever waking moment for the rest of her life!

The sensation of pleasure was building up in her. The combination of being used and abused by her favorite colt in the world for so long and amazing pleasurable sensations was doing wonders to her mind. The sudden crash of pleasure made Diamond cry and squeal, her hips bucking wildly seeking to extract every ounce of pleasure her body could manage. Multiple waves crashed through her mind, each one causing her vision to blur as he tongue lolled from her mouth. She screamed out at the top of her lungs as her mind spiraled into a deep slide of ecstasy.

“Inside!!!” Diamond screamed, as her orgasm worked havoc on her young brain. “Please, master!!! Cum inside me!!”

Pipsqueak didn’t have the presence of mind to argue against his cock slave. With once final thrust, he thrusted himself deeper into his slave than he had ever reached before, her hips lifted in the air from the sheer force.

Diamond tossed her head back and screamed in pure ecstasy as her orgasms exploded, feeling the tip of his lover’s cock penetrate her womb.

Then it hit her like a rush of warm water. Warmth flooding through her… into her. Several thick ropes to start, then a straight and steady stream of cum fired out. Her pleading eyes meeting her master’s as she begged for more. Her snug passage working overtime to literally milk every drop of the fertile baby batter from Pipsqueaks madly throbbing cock into her depths. The colt did not disappoint, as every inch of her once empty womb was quickly drenched in the endless stream of thick spunk, excess shooting spilling out and down Diamond’s legs. From the back of Pipsqueak’s lusted addled mind, even he was surprised by the sheer amount he had managed to unload inside her. Diamond’s pregnancy was practically a guarantee now.

Thrashing in place, the sensation of being creampied for the first time her young life caused her to whimper and move helplessly as the aftershocks of her climax hit her fragile mind. Finally, both their respective climaxes past, Diamond finally collapsed fully onto Pipsqueak’s chest. The two remained otherwise motionless for quite some time.

“Ahhhhhh… ahhh……… t-that was amazing!!!!!” Diamond panted, completely out of breath.

“I…….. I…. agree….” Pipsqueak said, equally breathless, wrapping an arm around Diamond who managed to snuggle into his reach, despite her tiredness.

“I couldn’t have asked for a better owner….” Diamond said lovingly, cozying her head into the colt’s abs.

“You know what? You’re a perfect pet too, Diamond…” Pipsqueak replied, equally happy at his good fortune. Never in his wildest dreams did he picture ending up with a mare like her… especially not like this!

The couple slowly closed their eyes together, enjoying the pleasurable afterglow of what they had just done. Diamond smiling warmly to herself as she felt the warmth in her belly knowing what their shared experience would soon become.

~~~~~~~~~ ~~~ ~~~~~~~~~

It came to a complete surprise to the two of them when they later opened their eyes to discover they were no longer besides the pool relaxing in a chair under the sun… but instead now entwined in each other’s arms over a pile of soft pillows located in a rocky room.

“Wha-Where are we?!?” Pipsqueak panicked. “How did we get here?!” Diamond jumping up from where she lay on a pillow, looking equally confused and afraid.

“Oh good, the last pair is here,” Raven said with a warm smile. Diamond and Pipsqueak both exchange bewildered glances with each other as a completely naked and collared mature mare entered the room. “Your friends finished up quite a while earlier… I’ve already shown them to where they’ll be staying…”

Pipsqueak couldn’t believe it. Another mare! Naked and collared just like Diamond was. Was it possibly there were more mares out there behaving like his slave was? That would be totally amazing! But he was cornered with other more pressing matters at the moment.

“W-Where are we?” Diamonded asked, worry still evident in her voice.

“You two…” Raven said warmly, “are in the Hive, the home of changelings and mares seeking a better more suited life. With a growing development of stallions it seems! Ever wonder where all the ponies taken by changelings end up? It’s right here! They’ve been living peacefully and happily here for months since the start of the invasion! And you are our newest members! You were teleported to our little safe haven soon after you put those magical collars on! You don’t have to worry about Appleloosa slavers or starving here!”

“We’ve been taken by changelings?” Diamond exclaimed, not comforted by this news in the slightest.

“Oh, calm down!” Raven giggled. “Trust me, you wanted to get taken… Actually, sooner or later you are going to be get pissed at yourself for not letting the changelings capture you sooner. All of us late comers have been there… But, to business! We already have a sizable recreational room set aside for ponies your age. Your Ponyville friends are there now, enjoying themselves like everyone else!”

“Featherweight and the others are here?!” Pipsqueak exclaimed. “Can you take us to them, miss?”

“Of course!” Raven chimed, “we were headed there anyway.” With that, she picked up two leashes, fasting one around the back of the collar, before walking over and doing the same to Diamond’s. “You are among the first few colts, or stallions for that matter, of such a young age to actually be admitted to our sanctuary…” she said, holding out the two leashes for Pipsqueak to take. “So you’ll have to be on your best behavior here. Everyone will be watching you guys closely!”

Rumble gulped as he grabbed the offered leashes, Raven dropping back down to the floor and crawling away, gesturing for them to follow.

“In case you were missing them… the rest of your classmates are going to be there as well…. well the mares at least,” Raven said as she crawled her way through the caves of the hive. “As a stallion and the Hive’s newest esteemed guest, you’ll be welcome to take any of their holes at your leisure… even my own!” she said with a touch of eager hinting in her voice. “My master will be with me to insure everyone gets along, and I have been ordered to instruct the young ladies on how behave as a proper trained sex slave…”

“M-My entire class is behaving like sex slaves?!?” Pipsqueak exclaimed, picturing Apple Bloom, Sweetie Belle, and Scootaloo all offering themselves up to him like Diamond had. Oh how he very much wanted to see that. Raven released a quick giggle.

“Don’t be ridiculous….....……… your entire town is behaving like sex slaves. And they’re all hungry for a new cock like yours…”

Pipsqueak felt like fainting.

A Changeling’s Weakness (Part 4)

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“My my, Chrysalis, you don’t look so well!” Blueblood mocked from outside the cell wall.

There sat the naked and defenseless changeling queen, imprisoned in the stone dungeon cell, far beneath the ground level of Blueblood Manor. An inhibitor ring still noticeably present and locked around her jagged horn, preventing all magic whatsoever, while her ankle was shackled with a short chain connecting to the stone wall. But even those simple restraints appeared to be overkill on the queen, who probably couldn’t even muster the strength to slap him now. Her once flowing hair had since faded from its rich green to a sickly gray. She looked skinnier, famished, and even her once proud breasts had shrunk to a mere D-cup. However, none of that stopped her from glaring up at the prince, who confidently strode into her cell without the smallest worry of harm.

“Oh how the mighty have fallen…” Blueblood sighed, kneeling down to where she sat up against the wall and softly rubbing the back of his hand against the changeling’s soft black cheek, which she replied by jerking her head away. “Do you feel that, creature? The sorrow and anger of every mare in this town… screaming out at this injustice… feeding you their hatred. Drink it all in! Embrace it!”

“You’re despicable!” Chrysalis spat. “To think one such as you enjoys putting those innocent mares through this treatment! I should have put your kind down when I invaded this land… you know we had the power to!”

“A fine lesson to show what mercy will get you in this world… I, on the other hand, have made sure to take every available precaution so as assure the citizens of Equestria do not make the same rash mistake.” Blueblood replied calmly. “It was no easy decision on my behalf, believe me, but it was a necessary one to insure the survival of our species.”

“So…. you figured out our little secret…” Chrysalis sneered. Of all the times stallions couldn’t be as dumb as she believed…

“Heh, indeed.” Blueblood smirked, standing back up and pacing the cell. “Though… it was simple enough. After all, you were practically shouting your weakness at us.”

“You see… I’ve often wondered why you changelings drew such a strict vow against the mere act of rape… It fits your profile to a T, does it not? You are wild creatures obsessed with sex, low life enemy scum of our kind, and well known for taking whatever you want, be it illegal or not… So why has every single recount of changeling interbreeding with our women never been forced? It was simple… love strengthens you creatures… but hate….hate weakens you to the same effect… A necessary balance, I presume… Every being must have its weakness after all. I can only assume otherwise you would have come to rule this world long ago.”

“Hmph…” Chrysalis scowled. “I’ll add COWARDLY to the list of what makes up a stallion then… To think, you rats would rather rape your fellow ponies... mares you’ve lived besides for your entire lives… instilling them with blood boiling hatred… instead of leaving them out of this and fighting your own battles against us. Is there no limit to you cretin’s disgusting repulsiveness?!”

“In a fair fight, perhaps. But no creature with half a brain would willfully challenge beings that can move mountains with their magic… As much as you would love for it to be false, changeling, hate comes more naturally to one than love. With that simple fact in mind, the choice was easy for me… establish a new world order where constant female subjugation, humiliation, and objectification of the highest caliber are all common everyday practices by us superior male ponies. Every law I’ve made, every method I encouraged, everything I’ve even ever said to them, teaches our women to hate their captors, to hate me, and in doing so… produce the one and only defense against changelings we have to choose from.”

“To think a pack of wild animals like you could actually work together on a plan…” Chrysalis sneered. “I’d have figured you stallions would be fighting amongst each other for petty resources like the savages you are…”

“Heh, you really have underestimated us, Chrysalis!... I can get these ponies to strive towards any higher purpose I want them to! All they needed was the right motivation and push. It was simple matter… there was already so much anger in these men… so much disgust for their mares who abandoned them to loneliness after inviting the changelings here… Sure, most of these men may have been apprehensive with these changes, but the only alternative was that we surrender ourselves to the enemy where we would be at your complete and utter mercy… You could choose to wipe us all out on a whim… highly likely given your strong stance against us… and nopony would be able to do a thing about it…” Blueblood said. “Sure, the mares won’t like their treatment, the stallions controlling them might not either. But they’ll survive this invasion, and that’s all the matters right now…”

“And the zebras, griffons, and buffalos down there?! Don’t think I can’t feel them as well! Are they part of your disgraceful plan too?!? Why drag them into this? This is between me and you!”

“Ha… so you’ve noticed. Well… you are a lot of things, Chrysalis…” Blueblood sighed. “But above all, you are greedy. You weren’t simply satisfied with the majority of the Equestrian mares in your grasp. The very fact that you are here proves you had to have them all! I know if we are successful using the mare’s hate to drive you from Equestria you would simply shrug it off and invade the other lands instead! The zebra mares, for example…. We are simply borrowing them from their homeland. Think of them as an exotic extra spice to add to our limited variety of mares to choose from. Their subjugation will aid in feeding our pool of hatred… and once the mainland finds out what we are doing to their precious women, their males will hate us!... Maybe even each other too with their main source of stress relief gone… In doing so, we will create a world unsuitable for your kind! The world will finally be at peace when you can find nothing more to feed from, and shrivel up and starve like the miserable insects you are…”

“Ha! You imbecile!” Chrysalis said with a mocking laugh. “The zebras will wipe your pathetic little town from existence long before your moronic plan even works! Regardless of what you do to me, my men still have their current mare’s love to sustain themselves on! The last mares in this world that are treated with the slightest bit of respect they deserve… They’ll laugh from the comfort of your own women while your idiotic society tears itself apart!”

“Oh my, speaking of that, that does remind me,” Blueblood said. “I offered my kind assistant a word before we begin… Spike, my boy. Come on in!”

The door to the dungeon creaked open, a large shadowy figure moving inside. Seeing the purple and green dragon stomp down the dungeon stairs actually earned a quick taunting chuckle from Chrysalis, despite everything that was going on.

“Heh… well if it isn’t the stallion masquerading around as a dragon… How is my little Spikey Wikey doing?” Chrysalis mocked.

“I’ve been waiting a long time for this…” Spike growled as he opened the cell down. Walking up to the helpless changeling, he violently grabbed a handful of her greying hair before slamming her up higher against the stone cell wall.

“Alright you BITCH! Where is Twilight?! Where are my friends!? What have you done with them!?!?” Spike roared, barring his fangs in full fury, his eyes glowing with suppressed rage.

“My oh my how you’ve grown…” Chrysalis said, not phased in the slightest. “A large dragon like you could rape half a dozen innocent mares before he even got tired… Who cares what they think after all?”

Spike pulled her off the wall, only to slam her back down onto it even harder. “TELL ME!”

“Heh,” Chrysalis coughed, actually feeling a touch injured from the harsh treatment. It was hell actually being able to feel pain once again. Such a burdensome sensation. “Knowing will do you no good… they are far out of your reach….”

“The nerve of you…” Spike sneered. “You think you can just swoop in and take ponies away from their peaceful lives like that?!”

“Peaceful lives you say…” Chrysalis said, mocking smile quickly fading from her lips, growing deadly serious.

“They were happy with us! Not enslaved! Not some creature’s sex pets! Why would you take them away from us!?!”

“BECAUSE YOU NEVER DESEVERED THEM!” Chrysalis shouted suddenly, now equally angry, even causing Spike to blink in surprise and fear, not to mention confusion. “All those years you’ve ignored their needs! Every time a mare brought herself to orgasm by her own hands was an unforgivable sin on your heads! But you…. you treated their sexual desires like it was unnatural! That a mare’s sexual activates actually belonged to her and her alone as a private matter! That their bodies should be concealed under layers of pointless restrictive clothing or else they should be arrested and ashamed… Teaching women who actually enjoy something as pleasurable and wonderful as sex should be shunned as low life sluts… Repressing their true selves and forcing them to live a half-baked life by your own despicable design! And your treatment of them now… miles worse than before, only proves how right I am… You never were enough for these wonderful creatures… They deserve far better than you…”

“………..You freaking psychopath…” Spike spoke, utterly dumbfounded. “Is this all just a game about sex to you? You think stallions deserved to be turned into mares for that?! Everything we’re doing here is because of YOU! These men… they are afraid… and-and angry seeing what you changelings do to us and their gender! We gave them an outlet for those negative feelings YOU created. None of them want to be turned into mares like their friends were!!”

Chrysalis immediately responded by rudely spitting in the dragon’s face, Spike fiercely glaring at the growling changeling queen as he wiped the salvia from himself.

“How dare you! Mares are more deserving of life then you’ll ever be! They are strong beautiful creatures who have been abused and neglected their entire lives by you filthy animals! We turned you into mares as a lesson! Only in their shoes and under our command would you idiots have any hope of discovering how you should have treated mares all along! Of course misogynistic cretins like YOU would see being a mare as some sort of awful punishment!”

“You’ve gone completely mad…” Spike sighed. This changeling wasn’t worth his anger. “This is insane. You need to be stopped! Equestria needs to go back to the way it was!”

“I’m not the one raping my own just because I’m too afraid to fight my own battles…” Chrysalis spat. “If anyone here is to be stopped, it’s you! No mare deserves to be harmed like you are doing… That is why your so called ‘friends’ are in my possession and you will NEVER see them again!!!”

“We’ll see about that…” Spike said, nodding to Blueblood.

“Ah… young love,” Blueblood purred with a warm smile, now walking back over to Chrysalis, and grabbing her by the head. “It just warms my heart.” The changeling queen made no futile attempt to resist. But what Blueblood did next could only be described as incredibly strange and completely unexpected…

Kneeling down and leaning over, the prince placed the tip of his horn so that it was directly touching Chrysalis’s own jagged horn. The changeling was glancing up to Spike now, not having the faintest idea what her captor was doing, but the dragon just stared her down as he waited for something to happen... With a steady hum and hue, Blueblood’s horn began to glow with power.

Suddenly, Chrysalis felt magic! Her magic! The strength that was once gone was there once more as her own horn was powered through the inhibitor ring. Quickly, she attempted to use it… yet to her dismay, nothing happened! She was sure she felt the energy… but had no control of what was going on. Then her eyes shot open wide.

There was another in her mind!! Another presence in the void that had always been occupied by her thoughts alone! It scurried through her brain, her thoughts or struggles powerless to stop or even slow it. It scanned her memories in an instant, observing her more intimate moments… her most private affairs… but more importantly, it found…

With a sudden pop, Chrysalis’s magic was activated against her will. A bright burning green flame enveloping the room in its entirety, before fading into nothingness and allowing silence to claim it once more. The room fell deathly still…

The changeling queen released a few breathless gasps as Blueblood released his spell and rose with his widest smirk yet knowing everything was working according to plan…

It was a mistake for her to have looked back up… she wished she hadn’t. She wished she could have gone the rest of her life not witnessing what horror she saw standing before her. But to her downfall, curiosity got the better of her.

There… appearing quite confused and surprised with the sudden and abrupt change in setting… was Princess Celestia and Luna.

~~~~~~~~~ ~~~ ~~~~~~~~~

*slap*

“You stupid mare!!” Soarin roared, bringing his palm down hard onto Lightning Dust’s bare ass.

*slap*

Soarin was not happy. Not happy at all! He had woken up fresh in the morning after a perfect night’s sleep, only to discover that the mare he had recently purchased and bestowed with his trust had snuck out the window during the night and attempted to escape from town!

*slap*

Of course it was no challenge for the guards to handle. They had an almost comically easy job capturing her midflight and dragging her back to the ground before restraining her in a bondage suit of rope. Bringing her flailing bare body back to him where he had to pay yet another insanely large fee just to keep her from public abuse on the stocks!

*slap*

“What were you thinking you would accomplish!! There’s nothing out there anymore!! It’s all gone!” Soarin shouted.

“I’m sorry!!! I’m sorry!” Lightning Dust repeated, tears streaming nonstop down her cheeks as she struggled in vain. Her efforts doing nothing but earning her even tougher stinging spank on her now beet red behind.

*slap*

Soarin knew she wasn’t sorry for running away! She was sorry she got caught! She would do it all again without a moment’s hesitation if she could!

*slap*

“There’s no food! No others mares! Even if by some miracle you did manage to get away and learned how to survive on your own, it would have been a week or two tops before the slavers captured you again and brought you back!!”

*slap*

He didn’t know what he was thinking. Trying to be the nice guy to win a slave mare over… it was almost humorous to him now. Mares hated it here! Mares hated him! They weren’t going to put out willingly in a million years! And this mare… she was so eager to get away from him… just like her… it made every drop of his blood boil in rage.

Growling madly, Soarin stood up, throwing down Lightning Dust’s body who bounced face down onto the soft bed below, giving him a good full view of her reddened behind adorned with his palm prints as the humiliated pegasus mare cried and sobbed nonstop.

A thought went off in his head as he watched the pegasus on his bed... The helpless and vulnerable mare without a stitch of clothing to her name… An attractive mare in desperate need to be punished… A voice in Soarin’s head couldn’t help but ponder if he should do the unthinkable…

He could do it… easily… and she wouldn’t be able to do a thing to stop him! He wouldn’t even get in trouble… in fact, it was something he was supposed to do here! It was completely legal to rape any mare you could get your hands on… and it had be far far too long since he had the luxury of a good release. After all, he certainly wasn’t going to get anywhere with the nice guy behavior anymore! Especially not after a harsh spanking like that! It would be so much easier too… why should he have to go through all the trouble convince this mare to spread her legs when he could simply just take what he wanted by force?

Lightning Dust’s sobs had softened now, only giving out small unbearable sniffles. It came as great surprise and shock to her as her body was suddenly picked up by Soarin.

Before she could even react, her body was thrown into her cage. Soon after Soarin slammed the cage door behind her, this time making extra sure she heard the lock to her prison click shut, sealing her inside.

“Just…. go to fucking bed…” Soarin sighed, as he turned away, not wanting to look at the miserable pegasus for another second longer.

With an exhausted groan of exasperation, Soarin walked back over to his bed, collapsing down onto the sheets where the mare once lay sobbing just moments ago. Silence was all he wanted now. He needed some time to think…

~~~~~~~~~ ~~~ ~~~~~~~~~

It was night once more. Lightning Dust had to lay on her front or side now. She couldn’t bear the pain of her rump, which still stung like all hell whenever she tried to seat it on the ground.

Her cries had subsided, leaving the mare to her lone and silent misery again. At least as a slave for purchase she had the other mares to talk to… but here… it was only him and her… And she was probably the last pony in the world Soarin wanted to talk to right now.

Why had she even tried to escape anyway? Was she not thinking with a clear head again? Had her absolute hatred of the stallions blinded her to logic? Maybe this was why none of the other mares back at the shop seemed so dead set on escaping Appleloosa like her. Maybe they’ve come to realize that even with all the cruel and inhumane treatment women were given here… it was still their best chance for survival in this hellish new world. Lighting would have taken her entire foolish escape attempt back if she could. Especially seeing how it had changed her captor.

She had briefly glimpsed it in his eyes when she was crying on his bed… the way he was looking at her… it was different… horrifying! He wasn’t looking at her like she was a pony anymore! He was looking at her with lust like she was an object to be used! Just like all the other stallions she had come across. That, most of all, hurt far more than the spanking he had given her. Not just knowing that her captor was considering raping her… but that she had actually had a part turning him into that. He had been a perfectly nice guy up to then like Rumble, hadn’t he? She should have at least see how it played out before spitting in his face, figuratively speaking, and running off. But she hadn’t. Now… the damage had been done. She had to live with the consequences of pissing off the one stallion who controlled every aspect of her life. The kind Soarin would probably never return, instead, she would be living with the stallion she had turned into a rapist for the rest of her days. Any second now he would return to the apartment to claim what was rightfully and legally his…

The door to the room swung open, Soarin stomping inside and shutting it behind him. Lighting gave a shuddering whimper as her stress levels sky rocketed. She didn’t know where the stallion had gone all this time. She didn’t care. She sure as hell wasn’t going to ask. She just hoped he ignored her for the rest of her existence!

But exactly as she had dreaded, the footsteps approached her cage. The sound of his hands working to deftly unlock and open the door.

“Get out and stand up…” Soarin ordered.

Lightning Dust didn’t say a single word. The miserable pegasus slowly crawling out on her hands and knees before pushing herself up to her feet, looking down, not willing to meet his gaze, ready to accept whatever cruel sexual punishment her owner was going to inflict on her. She just hoped he made it quick.

A burlap sack hit her in the chest, which her arms couldn’t help but catch before it could fall to the floor.

“There’s food, water, even some men’s clothes in there,” Soarin said, now sounding as though he was in a hurry. “It’ll last you five days, tops. Hide it in your cage…”

Lightning Dust was dumbstruck. Looking down at the sack of supplies she held then back up to Soarin, who had already left her side and was throwing various objects in the room into a bag of his own.

“You can try heading to Ponyville… Not much supplies left there, but I did some asking around… apparently that area has been completely farmed out of mares… all of them were captured and are here now. So there won’t be too many slavers looking for girls there…”

“Wha….” Lightning spoke.

“I don’t know what you’re expecting to find out there… Maybe some unknown stronghold hold of mares or something… But you won’t be able to leave this town without being accompanied by a stallion! I know… its crazy illegal to do this, but it’s the only plan that’ll work…Once we are clear… I’m afraid you’re on your own… If you get captured… they’re certainly not going to bring you back to me again…”

“But….” Lighting said.

“No time to think about it! The train leaves in ten minutes! There won’t be another one until morning when there are a lot more witnesses paying attention… or at the very least, looking to rape a mare like you! We need to go! Now!” Soarin ordered.

“Stop…” Lightning Dust said so softly, it was practically a whisper. Soarin abruptly paused in place, the can of food he had thrown to his bag halting in midair as well.

“You… you aren’t going to rape me…? Y-You’re trying to help me escape?”

“Well yeah…?……..Oh wait… you saw that…..earlier…” Soarin said. “Look… I’m so sorry! It was dumb! I-I-I was just angry at myself… a-and the world because every mare that’s ever been in my life has left me… haha,” Soarin gave a sad sarcastic laugh. “But that’s ok! I get it now! Mares don’t like me and that’s perfectly fine! You don’t want to be tied down by some dumb relationship! You want to be free! To spread your wings and fly! So… yeah… but we really have to get going though if we are going to make that train…”

But Lightning didn’t move, only looking down to the sack she held and releasing a long sigh. “I….I’ve had some time to think about it… and you were right… before… There is nothing out there for me… no ponies to live with, nothing to sustain myself on, no protection from our enemies… that’s all here now, I just couldn’t accept it.”

“Wha….w-wait… are you saying what I think you’re saying?” Soarin muttered, blinking a few times in surprise.

Walking up to him, the mare silently returned the sack of supplies she had given him before walking back to and crawling inside, closing the door behind her herself.

This wasn’t the world she wanted. But it was the one she found herself in. Like it or not, she had to make the most of it. The fact that she had landed a selfless stallion who was actually willing to do something as crazy as aid in her escape like that told how extremely fortunate she was to have landed him. She didn’t want to take that same gamble again… Not to mention she was thankful as all hell that he didn’t want to rape her!

“Well… um… ok then…” Soarin said, scratching his head as he watched his pet silently curl back up in her pen. Guess she wants to stay with me now…

~~~~~~~~~ ~~~ ~~~~~~~~~

And just like that, Lightning Dust’s and Soarin’s normal life in Appleloosa began.

Lightning had taken some time to come around to her new role, and to the male pegasus, especially after recent events, but sure enough it was happening. The hurt feelings on both sides eventually dying down into forgiveness.

Soarin was even pleased to see the mare cracking regular smiles every now and then. He on the other hand, had made a personal vow to never hurt or harm his mare ever again! The more he got to know about her, the worse he felt about what he had done. Turns out she was a fun loving mare with an obsession for flying the rivaled his own. He couldn’t help but feel he really lucked out on her purchase.

There weren’t many thing for them to do, with Soarin’s only calling being his job as the weather manager in charge of overseeing the cloud formation a few hours every day. That left plenty of time for him to hang out at home and chat with the pegasus on anything from flying, the old Wonderbolts, changelings, and of course… the current state of the world. It was actually turning out to be a refreshing change in pace! When he had originally conceived of the idea to finally try out buying a mare, he had thought, at best, he would be getting an odd roommate, who he would occasionally grab for a quick romp in the hay. But Lightning Dust was turning out to be something different entirely! A thoughtful companion to live with and to keep him company!

Lightning Dust was also learning to enjoy herself in Soarin’s company. Even though Soarin persistently offered to pull out the leash and take her for a walk outside, maybe even get her to stretch her wings, she had to turn him down. The world out there was ugly and crude. Mares she knew being dragged out onto the street and publically gang banged to the point of blacking out was a normal occurrence. But in here, she felt like an equal to stallions again. The way Soarin treated her was simple, yet made her feel so amazingly special. That didn’t mean she never got bored though… Especially with her roommate missing on the job, she found herself cooped up in the apartment with nothing to do. She wished Soarin had a TV. Or at the very least, that TV was an actual invention that existed.

It wasn’t long before the nifty pegasus mare came up with an amusing way to occupy her time with Soarin. One that came after she couldn’t help but notice the half a million stares he shot her nude body every minute of every day. Even if Soarin or Lightning Dust wanted her to, she couldn’t put on a single thread of clothing to wear, seeing as ponies could see her if they happened to fly by the second story window. A clothed female pegasus would have landed Soarin in a whole heap of trouble, which wasn’t a risk she was willing to take anymore.

But… the more she started to like Soarin… the more she discovered his many and frequent stares at her nude body actually pleased her. It wasn’t long before she had created a sly little game of it. Often putting herself in compromising and promiscuous positions, pretending as though she was absentmindedly looking the other way, bending over to pick up something she dropped, knowing without the slightest doubt that Soarin was staring at her body with wide eyes, and attempting to burn a permanent image of her privates into her memory. A large tent forming in his trousers that he not so subtly attempted to hide was all the proof she needed of a job well done.

It was almost empowering! In a world where mares had no control over any aspect in their life, she was touting a stallion along like her catch. But it was all in good fun after all. In truth, Soarin could stare at her naked body all he wanted and she wouldn’t mind. It was the least she could do for being so kind to her. And she had grown long accustomed to the feeling of being naked around other ponies. In a way, it was actually quite pleasant… free and unrestrained.

In fact… soon she found herself playing her little game more than a mere enjoyable way to pass time. Sometimes she wished her playful taunting actually lead to some more… intimate. But the stallion never made a move on her. Either from fear of rejection or politeness, he never acted to get the full package from her. It actually started to frustrate her slightly as she increased the frequency of her teasing, hoping every time she did, that Soarin would throw her onto his bed and ravish her for hours on end.

But as it turned out… her little game had certain unforeseen consequences on her roommate…

~~~~~~~~~ ~~~ ~~~~~~~~~

It was three in the morning. Soarin lay face up in his bed, eyes wide open as he stared blankly at the ceiling. Lightning Dust was curled up in her cage sleeping soundly in Luna’s sweet embrace. He, on the other hand, couldn’t seem to let sleep claim him at all. And he knew exactly why.

The blood in his body wouldn’t stop circulating to his cock! Looking down, he could still make out the large tent like shape his erection pushed through the sheets. He was horny. Plain and simple. He hadn’t any privacy to properly relieve himself since Lightning Dust had started living with him… and on top of that… she made the problem much much worse. Everyday it was hell. Living with an amazingly attractive women like her, but not being able to do anything about it! The slightest movement in her chest caused her abnormally large breasts to sway back and forth on her chest, long after she had stopped moving. The mare had grown so accustomed to her nudity, not only was she not trying to hide herself, sometimes it looked like she was trying to show herself off to him! And his cock was getting sick of all the false warnings of immanent orgasm the mare attracted. Now it was its turn for payback by keeping him up in the middle of the night until it got exactly what it wanted.

Soarin sighed to himself quietly before reaching under the covers to his crotch. I have to make this quick and quiet… He thought. Lightning in sleeping in her cage, but if she wakes up and catches me doing this…. there’s no way she isn’t going to be freaked out! She’ll probably think I’m some sort of sick perverted weirdo… Sweet Celestia… Things will just become awkward for us again!

His sly right hand quietly wrapped itself around his cock. Waiting an entire whole minute to assure himself his mare was sound asleep before he quickly got to work pumping. Hand gripping as he ran it up and down his cock, his thoughts filled with nothing but a million different images of him doing a million different shameful acts with the pegasus roommate he owned.

But… in the corner of the room, Lighting Dust’s alert ears perked up suddenly. The sound of her stallion releasing a frustrated grunt and collapsing back onto his bed in defeat.

I can’t… I just can’t! Soarin’s mind screamed. I’m at the wall… but the nagging voice in my head never lets me pass over it! Soarin groaned in exasperation. And it’s right… I shouldn’t be doing this! I shouldn’t be thinking of Lighting like this! She doesn’t want to be here! She doesn’t even want to be naked! It’s only because she has to be! And here I am… lusting over her misfortune like a grade-A freak…

But, no sooner had he finished that thought and turned his gaze did he see the mare herself, on her knees off the side of his bed, staring directly at him.

“L-Lightning! W-Wha… How long have you been watching me?! I can explain!!” Soarin panicked, heart racing even faster than when he was jerking off. “I had…a…a… an itch!! A really bad itch down there!! I think I got it no though! You can go b-back to bed!”

The mare just scowled at him. Reaching a hand over she roughly grabbed the bedsheets, tearing them from Soarin’s grasp and flinging them onto the floor. The stallion’s rock hard erection popping into plain sight of both ponies.

“You forget… we aren’t really as dumb as you stallions like to say we are…” Lightning said, eyes now locked on his towering cock. “So… this is why you’re still up…?” She asked. “You can’t take care of this?”

“…..Y-Yes….” Soarin sighed, hanging his head low in shame. Somehow admitting that, made him feel like less of a man in front of her. Adding to the patheticness of his situation. And then something strange and entirely unexpected happened…

“….Heh…” Lightning said with a wide smirk. And that was it…

She dropped down from his bed and began walking… no… crawling away back to her cage! Soarin couldn’t believe what he was seeing! The mare… his pet mare was taunting him like a joke! Sashaying her tail from side to side, just sliding over her rump and revealing her cunt for him to gaze at as she slowly made her way on her hands and knees.

That’s her reaction!?! A problem caused by HER and she’s laughing at me?! Not only that, she’s purposefully crawling away like that to make the problem even worse! Soarin let loose a deep growl as the smirking pegasus mare slowly crawled away.

“Lightning… STOP!” Soarin ordered with the most authoritative tone he didn’t know he even had, it just came spilling out all at once.

“Yeeeessssss?” Lighting quipped, smiling growing ever wider.

“Turn around, crawl back here. NOW!” Soarin went on. To his surprise, the pegasus obediently obeyed without a moment’s hesitation, skipping back over on her hands and knees.

Soarin swung his legs so that they hung off the bedside, which the pegasus slowly but surely crawled between before kneeling back down and awaiting further demands with a grin on her face.

“Suck!” Soarin demanded, grabbing a rough handful of the mare’s hair and pushing her head towards his cock.

“Mmmmm, well since you’ve asked so nicely,” Lightning cooed. Not a moment later did she drop her jaw and dive at him, taking the majority of his divine length into her gaping mouth.

Finally… she thought to herself as she pulled back out. Her lips kissing before opening to lovingly engulf the head before sliding down his shaft, feeding him deeper into her slick throat. With him fully engulfed inside her mouth, she gave a quick impish glace up to Soarin before giving a playful giggle. The vibrations traveling through Soarin, igniting his sensitive nerve endings.

Lighting’s mouth began to fall back, her lips mapping out every vein and bump along the way. As she withdrew fully, she gave it a few quick pumps while she licked her lips, savoring the pleasant taste of her owner’s length. It was simply wonderful! Despite the obvious naughtiness that they were caught up, Lightning couldn’t help but sense a nagging sensation that this is what she should be doing! On her knees and sucking cock… making the one stallion in her life that was so nice to her happy! Her only desired reward being its cum deposited directly inside her.

She shook the thoughts from her mind for the moment, focusing on the task at mouth. Leaning back into Soarin’s bulbous head, her tongues drew circles just under the rim, plunging in for another satisfying journey down the throbbing shaft before starting a consistent bobbing pace.

“Ohhhh…. Fuck…” Soarin gasped, stroking aiding the mare’s efforts with two hands firmly gripped on her head. “Don’t stop... that’s it, Just like that… good girl…”

For some inexplicable reason, Lightning Dust found being referred to in such a way was oddly pleasing! She felt compelled to truly show how much of a good girl she was to her owner! With the aching stallionhood in her mouth, her lips rhythmically bobbing along the shaft, Soarin could only groan in pleasure as Lighting’s cheeks sank with each suction, attempting to suck every bit of flavor from his meat.

Soarin’s groans were growing louder now, his breathing more desperate. His cock under the constant assault of his sex slave, who seemingly knew exactly how to handle him like she had done this a million times before. She showed no signs of slowing, her efforts becoming even more desperate as she hungered for the anticipated moment. Soarin abounded all hopes of restraint as he roughly started pumping his cock further into his mare’s throat. Lighting could feel it coming, her stallion’s cock hardening like stone, the head swelling, his balls tightening up.

“Fuccckkkk!!” Soarin growled, as his pulsing cock delivered it first payload down the throat of the mare. Lighting didn’t change her efforts, continuing without a hitch. Every single river of cum that shot out with promptly sucked down into the depths of her stomach. The more Soarin released, the harder she worked for more, her lips and tongue unwilling to let him cease his release into her. She wanted everything he had! Not a single drop of tasty white cum should be left in his balls!

Despite her many efforts, eventually her stallion did slow to a stop, her sucking followed shortly after. With a lewd audible pop, Soarin’s happy satisfied member entered his sight again.

“Mmmmmm, yummy!” Lightning purred, dealing a few quick licks to each side of Soarin’s cock to ensure it was clean.

“T-that was amazing!” Soarin gasped, heart still racing. “I didn’t really think you would do it!”

“Well I did!” Lightning cooed, finally releasing his cock. “One freshly sucked dick, just like my master ordered!”

…Master?! Now where did that come from… Lightning thought to herself. Though, she couldn’t help but note how pleasing that title seemed to roll with Soarin.

“S-So, will you be going back to bed now?” Lightning asked, attempting to play it off. Soarin could only smirk.

Putting up the slender chest-heavy pegasus like she weighed as much as a feather, Soarin threw her, face up onto his bed. The startled Lighting landed with a surprised bounce, quickly noticing her owner staring at her with unleased lust.

“Heh, I wouldn’t count on it…” Soarin grinned, eyeing the mare’s soaked cunt with desire. “After a taste like that, I want the full course…” Lighting gasped upon realizing what her owner meant. The build-up his balls had been working on far from spent. As Soarin was already starting spreading her slender legs, Lightning gave a gulp, her heart racing a mile a minute knowing she had a long night of moaning and bucking ahead of her… Things would never be the same for the two of them ever again…

Escalations (Part 1)

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Chrysalis didn’t want to come to terms with that she saw before her. But Blueblood didn’t even wait for the two freshly abducted princess prizes to comprehend their new settings. Hijacking the changeling’s queen magic further, he shot two quick sleeping spells at the solar and lunar goddess, rendering them unconscious just as their eyes were widening upon recognizing the prince before them. He even gave a smirk, further adding to the insult upon injury while Chrysalis watched in helpless horror as the two princesses’ bare bodies dropped to the cell floor.

“YOU FUCKING RAT FACED BASTARD!!! I’ll KILL YOU FOR THIS!! I’LL-MMmmnn!!” Chrysalis attempted to yell before her mouth was abruptly silenced by a plastic ball gag that flew into her cursing mouth.

“Such a cheap plastic toy… and yet, stands to make such an improvement on you…” Blueblood smirked, condescendingly patting the wrathfully glaring changeling queen on the head. He walked over to Celestia and Luna’s motionless bodies, taking a quick moment to admire than full and complete female form, among certain ‘improvements’ the changelings appeared to have made on them before propping them both up on the wall.

“It… it worked….” Spike said in awe, still having trouble believing as Blueblood pulled out two inhibitor rings, sliding them down and locking them in place around the two royal sister’s horns. For the princesses own protection of course.

“Mmm, was there any ever doubt?” Blueblood grinned. “These… disgraceful collars they force all our women to wear… they also serve as a tracker, making it a simple task for one of them to teleport a helpless victim to them… But they didn’t realize it as serves to help us, if we were to take control of one of their own…” He said, casting a confident glance at the prisoner changeling.

“S-so what now?” Spike asked?

“Now…. the real work begins… These two are just the first of many,” Blueblood smiled, hoisting Celestia and Luna’s limp bodies onto his shoulders. “I will be taking the princesses up to my quarters to… talk… with. You, on the other hand, will gather our wizards and will be overseeing their work on this demented beast… extracting Every. Single. One of our women from that hellhole they call a paradise.”

Chrysalis’s rage came to a noticeable stop as she comprehended the gravity of Blueblood’s words.

“That’s right, creature,” Blueblood laughed at the changeling’s pause. “Did you honestly believe we were done with these two? No no no… we are just getting started! Your source of love for our weapon against you…”

“And… and Twilight?” Spike asked hopefully.

“Don’t worry, my boy!” Blueblood said, placing a comforting hand on the dragon’s shoulder. “A mare of her caliber will be high on the list of targets to rescue! You’ll be reunited with her soon enough… Then, I trust, you’ll hold up your end of the bargain…?”

Spike gave an audible gulp, but slowly nodded.

“Excellent!” Blueblood beamed, already on his way out the prison door with two unisonous princesses in tow.

~~~~~~~~~ ~~~ ~~~~~~~~~

Blueblood whistled a merry tune as he strolled through the halls his manor. His many naked slave servants staring in utter shock as he casually carried the two bare bodies of the princesses they had thought long gone. But holding their tongue, as usual, knowing their place wasn’t to ask questions, even if they sorely wanted to. Their mouths were only good for one thing here, and it wasn’t talking.

“Take a break, gentlecolts!” Blueblood chirped at the two royal guards who stood stationed outside his personal chambers. The guards were confused, not just from seeing him carrying the two past rulers of Equestria, but also seeing the prince in a better mood than they’ve ever seen him before.

“Sir…?” Are you sure?” One asked.

“Quite so!” Blueblood said. “And please, take my personal concubine with you down to the barracks for public use… I daresay I don’t think I’ll be needing her services anymore…”

The two royal guards sprung up at that, barging into the room and momentarily fighting over which one of them would be the one who got to carry Trixie’s cage down to where the other guards were stationed. The others would be pleased to get a replacement for the last mare they kept before breaking, and a higher quality one at that.

“Now then,” Blueblood said, closing the door himself before walking over to his royal king sized bed, plopping Luna’s limp body down on the sheets where she bounced before coming to a stop. He then strolled over to a chair, lowering Celestia’s body onto it. Four separate lengths of ropes flew out, making quick work of solar goddess’s wrists and ankles, securing them to the arms and legs of the chair. Again, for her own protection…

“Let’s see what you have to say for yourself, princess,” Blueblood said, powering his horn targeted straight at Celestia’s head, quickly dispelling the sleep spell’s effect on her mind. The alicorn springing back to life as she jolted out of her forced slumber with a gasp.

The awakened Celestia took in her surroundings with hastened breaths and panicked eyes, quickly noting she couldn’t move a single inch, and even worse, her magic was completely and utterly disabled. A bit troubling, to be honest, from her previous memory. She was no longer in a depressing prison cell, but a royal looking bedroom she herself might reside in… had she sold half her belongings to charity.

“Welcome back, auntie,” Blueblood said with a warm welcoming yet unfitting tone.

“Blueblood…” Celestia gasped, heart beating a mile a minute. “We know… we know everything you’ve done!”

“Good, that ought to save a bit of time explaining.”

“So you admit to willingly allowing these mares to be raped?! To be treated like low life criminals?! Why?! These are mares that have done nothing wrong in the slightest!” Celestia exclaimed angrily attempting to channel what little of her royal authority she had left on her subject.

“Oh please. I would hardly declare any of them saints. There is more fault on their heads than ours. It was mares who brought the changelings here and it was mares who abandoned us to… this,” Blueblood said calmly. “Even you, Celestia, choose to take the changeling’s side over your own kind. Preferring to live a life of shameful debauchery rather than leading your own people…”

Celestia seemed to be shocked and even a tad insulted by the accusation! Attempting to compose herself and her emotions, the solar princess took a deep calming breath and did her best to continue in a relaxed convincing demeanor as she attempted to explain her actions.

“Do you know… the very last thing I saw before I was taken by the changelings those many moons ago?” Celestia said to which Blueblood simply shook his head. “It was my subjects, my servants, even my personal guards… all stallions and all among those who I believed loyal to me. They barged into my room in the middle of the night with crazed lust in their eyes, seeking to… rape me, and even worse, my younger sister as well,” Celestia said casting a caring look to her still sleeping nude sister on the bed. Heavens knows what would have happen to them if the stallions got their wish, back then or now. She had to convince Blueblood.

“But, before they even managed to harm us, Chrysalis used her magic and saved us. She saved both our lives! But her generosity didn’t stop there… Chrysalis showed us all what it meant to be a mare. Secrets that even I, in all my years of living, were completely blind to! And even though the memories of what almost happened to us that fateful night haunted my dreams, I begged, pleaded with her to reconsider her stance on you men, even though it was never my place to question her! I had hopes I could eventually get through to her and restore the unity of Equestria… but the reports started to come in. Each one detailing another group of unfortunate mares who weren’t as lucky as us to be rescued when the stallions found them… That, above all else, steeled her belief in you. That is why changelings are so aggressive against you and always have been, they don’t know you! They haven’t seen what kind caring gentlecolts you can be, all they’ve seen is you causing harm and mayhem! Changelings aren’t evil, they are protective over us! They would never let us into the arms of men who are like that!”

“I will admit, it was not the proudest moment of Equestria’s history,” Blueblood scoffed. “But anger breeds easily in any group of size. While I cannot condone those men and their actions, I can sympathize with the pain they experienced. You may not have been a committed relationship, Celestia, but many of the mares taken were. And a man seeing the love of his life so willingly and shamelessly defiled by another… a hideous creature at that… that changes him.”

“We were all surprised at how effective the changeling’s methods were… none of us were expecting it to lead to that!” Celestia exclaimed. “But maybe we are all at fault here… That isn’t what matters now. What matters is that we stop this cycle of conflict! Put an end to this senseless cruelty and find a peaceful resolution!” Celestia said, her voice thick with hope. “Changelings aren’t your enemies! They don’t want to harm anyone! They are just doing what they think is right!”

“And what is this peaceful resolution, hmmm?” Blueblood asked. “Come together in a merry circle and hug it out? No… I’ve seen your changeling’s leader, right now the only thing she wants to cause me is harm. Despite what you say, it is painstakingly apparent the changelings cannot be trusted. We must stay the path and build our only weapon against them…”

“No leader would willingly abide their citizens be treated in such a cruel manner!” Celestia glared, suppressed anger growing. “There are lines that should not be crossed for a mere victory, nephew!”

“Even if I did take your word that the changelings mean us no harm, auntie,” Blueblood continued. “The stallions of this town would not be so open minded or forgiving. These creatures have inflicted wounds on them and their gender that won’t be mended by a mere simple handshake between leaders. The only thing that will satisfy their anger now is our eventually victory in this battle…”

“Maybe you will win, maybe you will drive the changelings from these lands, but at what cost?” Celestia pleaded. “The mares will never forgive any of you for what you are doing to them! And until then their anger will only provoke the changeling’s full might down onto you! You need to quit this foolishness… now, before this escalates into a full blown war!”

“So… cease our efforts and allow the changelings to march through our streets unopposed? With their magical strength, we would be otherwise powerless to fight them if we were to discover your word to be untrue… Think carefully now… are you really asking us to take that risk?” Blueblood said sadly.

“………Yes….” Celestia begged. “Please, I know you have your reasons to be angry at me, but if you stay on this course, it’ll only get worse for everyone! Mares, changelings, and stallions! But only you have the power to end this conflict now!!”

Blueblood was silent, looking oddly more depressed from how the conversation had turned out then he had hoped. Quietly he rose from his chair, walking over to his dresser with slow calculated steps.

“You are right about one thing, auntie, I do have the power to end this….” Blueblood said solemnly to which Celestia breathed a long held sigh of relief.

“But… not in the way you may have wished… You won’t like what I am going to need you to do… but I believe it is for the best of Equestria and for our future prosperity yet to come that I do it…” Blueblood said gravely, opening his drawer and pulling out a golden halo, shaped as if to be placed around one’s head.

Celestia’s eyes widened in horror the moment it came into view. She didn’t need her magic to sense it, she could see the evil magic emanating from the surface of the ring. Dark magic. A spell… that spell. Straight from the darkest depths of the restricted sections from the Canterlot library itself! It was suddenly occurring to her just how many more lines her nephew was willing to cross to get what he wanted.

“I’m sorry it has to come to this, Celestia,” Blueblood said. Slowly but surely the prince made his way back over to her, holding the halo above her head and taking a long deep breath as he lowered it.

“…I am so disappointed in you, nephew,” Celestia said sadly fighting back tears as the halo ring came down onto her head.

And just like that, that old Celestia was gone…

~~~~~~~~~ ~~~ ~~~~~~~~~

Back downstairs, the ‘torture’ had already begun. Spike was currently overseeing the two unicorns working their magic over Chrysalis’s flailing body, hijacking her magical energy to find a collared mare back in the safety of the hive, quickly knocking her unconscious with a sleeping spell and teleporting her over to them. The mare’s motionless bodies appearing magically before them in all their glory usually two or three at a time. It was like they were fishing and winning every time!

Dozens upon dozens of reclaimed collared mares were stacked in a pile of flesh before the guards came back down to haul a few limp bodies off upstairs for cleaning and processing. Or at least, that’s what Spike ordered them to do, he didn’t follow them back upstairs to check, but he did notice the men enjoying their work a bit too much.

Meanwhile, Chrysalis wasn’t doing well, or anything even remotely considered close to it. In short, she wished she was dead… Her weakened body was thrashing in vain at her constraints that held her in place on the stone wall as the unicorns worked with her magic by force, all the while she was powerless to do a thing about it. Her mumbled screams into her gag had ceased her various death threats and had changed to outright pleading, begging for them to stop, to have the slightest bit of mercy on her, to which the unicorns thoroughly ignored. To Spike though, he couldn’t help feel a tinge of sadness for the changeling, watching as an endless stream of tears poured down her cheeks as she watched the many mares she had worked so hard to gather and protect were dragged into hell by her. To see such a once fierce looking queen devolve into a crying sobbing wreck before her enemies in a matter of minutes… it almost made him feel sorry for her.

But he had to set aside his misguided sorrow for the task at hand. He should be happy! This is what he had been waiting and working towards for so many months! Finally the mares held prisoner by the changelings would be rescued and reunited with their stallion lovers as it was supposed to be! Why would he even consider the notion that he regretted what he was doing? Seriously! He was a hero!

“Hey…” One of the unicorn stallions said to the other as he concentrated his magic through the sobbing changeling. “I don’t think something’s quite right with this next one…”

“What is it?” The other asked, laying the previous mare up against cell bars for the guards to haul off, giving her magically enhanced breast a quick feeling grope and pinch for good luck.

“Hmmm, doesn’t really feel like the sleeping spell hit this one… kinda hard to tell though…”

“Just teleport her here anyway. If she’s not snoring, we can take her by surprise. Heh, they’re just weak mares after all, not like they have any muscles.”

Spike just rolled his eyes in annoyance as the unicorns chuckled. With another familiar flash of green fiery ball of energy, the room was still.

And there stood princess Twilight… Not asleep, not surprised or shocked, but very very angry.

“You MONSTERS!!!” Twilight screamed, her horn charging to full power in an instant. “You’ll PAY for what you’ve done!!” Before the two stallions could even raise a defense, their bodies were quickly enveloped with the purple hue of the princess’s magic. One released a high pitched scream as his body was blasted through the cell bars, shattering them like pieces of plastic as his body flew off into the distance. The other was flung into the stone wall where he hit the rocky surface with a splat… Spike was sure he heard several cracks from that impact alone.

Then the raging princess’s glowing eyes set their set on him next where Spike could easily see the rage she held. But, the princess of friendship stopped… hesitating for a brief moment upon recognizing the dragon.

“….Spike…?” She said softly, a mixture of emotions flooding over her as she stayed her attack, mostly hurt and disbelief, not wanting to believe the innocent young dragon she grew up with could possibly have a part of this ungodly immoral operation.

That brief hesitation was all one brave royal guard needed. Charging at the naked mare from behind and tackling her to the floor. Working as fast as he could to levitate an inhibitor ring out and down the princess’s horn before her magic could teleport him into the vacuum of outer space.

“NO! Get this thing off me!!” Twilight yelled, her many attempts to pull the ring from her horn were in vain as it locked itself into place. Her magical strength fading to a mere sliver of power, not nearly enough to even pinch one of the stallions. The thankful yet angry royal guard was safe to breathe a sigh of relief, but not before roughly yanking the now powerless princess down by the hair and laying her royal pump purple rump over his lap.

“Don’t hurt her!” Spike ordered angrily, causing the guard to halt his hand mid spank. “Just get her to my room and leave her there!” The royal guard considered his order before nodding, disappointedly, but picking up there princess’s body underneath his arm and hauled her off. Twilight’s struggles now looking more akin to a child’s temper tantrum in her parent’s grasp than an all-powerful princess of magic.

“Ugggg, guess this won’t be as easy as we think…” Spike said pinching the bridge of his nose, not realizing the unicorn laying slumped upside down against the stone wall could barely understand him through the pain. Chrysalis was torn between giving thanks for a respite, but also losing one her favorite mares sex slaves in the process. She just lay staring at the floor, motionless for the time being, wishing the earth would swallow her whole.

“Ummm, guess you two can take a break then…” Spike said, unsure of exactly how to proceed from here. “I’ve been waiting for far too long to talk with Twilight anyway…”

As Spike exited the dungeon cellar, clearly intent on heading straight to his room for his long awaited explanation, he was quickly stopped by the prince himself.

“B-Blueblood!” Spike exclaimed. “You weren’t gone long... How did the talk with Celestia go? Well I hope!” He asked with an optimistic smile.

“In a manner of speaking, yes,” Blueblood returned with a grin of his own. “Celestia heard me out on my issues, and was fully willing to illustrate why women are not fit to be in control…”

“Great! So she’s on board! I needed a bit of good news after all this…” Spike said, relieved.

“Why…? Is rescuing the mares of Equestria from the changelings not enough? Did something happen down there?”

“Uh… um, no!” Spike stammered. “Everything is A-OK! Heh heh!”

“Very well then. But that wasn’t the good news, my boy,” Blueblood said cheerfully. “The good news is that my little experimental spell worked exactly as described! With it, nothing will be able to stand in way of our victory harnessing hatred over the changelings!” He said triumphantly, handing Spike one of the golden halos. “As agreed, this one is for you, Spike. At least before we begin mass production on them…” Blueblood said with a gleam in his eyes. “Use it to assume control over Dragon Lord Ember… make her surrender the role, she is unfit for by mere principal, over to you and do as we discussed from there... It should be easy! Dragons are an uncivilized rowdy bunch, not you of course, and the word of their leader is unquestionable law to them. The males would require little encouragement otherwise forcing their females down onto their backs and raping them senseless. More hatred to add to the pile, a perfect changeling repellant.”

“Ummmm, I don’t know,” Spike said, obviously hesitant as he took the golden halo and looked it. “Making the dragon lands devolve into… this! More copies of Appleloosa around the world?! Are you absolutely sure this is necessary?!…

“Spike! Spike! Spike!” Blueblood shook his head but chuckling at the dragon’s naivety. “Don’t think for an instant that I would sentence others to this fate lightly. But allow me to explain. Whether the entire world knows it or not, they are all at war with the changelings. Our actions here only secure our fight against the changelings from Equestria’s perspective. But the changelings could simply abandon their efforts here and invade our neighboring lands! Any shortcomings in the dragon’s part to play, for example, would mean all our efforts here would be in vain! Not to mention a complete and utter hostile changeling takeover of the dragon lands, turning them into the new Equestria! The truth is ugly, Spike, but it must be done. Every single women in this world must grow accustomed to hatred and forced sexual servitude to men for the time being… But, think of it this way… would you rather control the dragons yourself? Or leave them to be controlled by changelings, like Chrysalis?”

Spike gave an audible gulp as he slowly turned the halo in his hands, pondering all the actions he could take, and all the likely results his actions would have on the world. However much he hated to admit it… Blueblood was right. The world would likely end of the changelings ever took over, but Spike knew it had a fighting chance if the women could simply put up with being raped as sex slaves for a while… As awful as that was, it was their only option for the time being.”

“Okay… I’ll do it,” Spike said, although his voice clearly leaving something to be desired by Blueblood. “But… exactly how long do you think it will take for the changelings to… starve out, and we can go back to the way things were?”

“Beats me,” Blueblood shrugged dismissively, already on his way, back to his quarters. “Weeks, months, years… maybe even decades! It matters not for us! Now, I won’t keep you from your purple haired pony any longer! Maybe after her you’ll realize how needed we are in this war…”

“I hope so…” Spike sighed, carrying the halo and sauntering back off to his quarters where Twilight waited. If they were wrong about anything, they were about to make a huge mistake.

~~~~~~~~~ ~~~ ~~~~~~~~~

“Spike!! Please!” Twilight begged, the naked and collared princess struggling in vain to free her hands and feet from their simple binds. Spike was sure to keep her body anchored to the bed with a firm hand. “We have to go help Chrysalis! She doesn’t look well!! She needs love!” Spike gave a low growl in annoyance. This was not how he had wanted to picture his long awaited reunion with her…

“For god’s sake, Twilight! I’ve spent months working my butt off with Blueblood and the others on this crazy plan to rescue you from the changelings! And now that we finally have, you aren’t the least bit grateful! You’re acting as though we’re the bad guys!!! That we should help that…that monster who caused all of this! It’s her fault all of this happened!” Although Spike said they weren’t the bad guys with such conviction, he wasn’t completely sure himself it was untrue.

“Y-You don’t understand, Spike!” Twilight pleaded with her long lost roommate. “Chrysalis isn’t evil! She cares about us! She wants us to be happy!”

“And what about the rest of us who aren’t mares, Twilight?” Spike asked with growing anger. “Does she care about us too?! Or will she only give a damn about us when she forces us to swap into a fuckable gender!”

Twilight could only meet his glaring gaze before averting her head, ashamed and on the verge of tears. “P-please Spike, you have to help her! I-I promise I will explain and apologize for everything in length after that… but we don’t have much time!”

“NO!” Spike roared, barring his fangs in rage as smoke bellowed out from his nostrils. Twilight shrinking in horror at the dragon’s anger. “Those changelings did something to you. You’ve changed, Twilight! The Twilight I knew didn’t ramble on about her needs! She would have been mortified to even be naked in public! For Blueblood’s sake! She didn’t even think about sex at all! She just liked books and making friends! Not crawling around begging from some changeling’s cock like a mindless animal!”

“S-spike….” Twilight pleaded. For all her knowledge in the subject, she hadn’t the faintest idea how to explain her new urges now. It was her body’s natural impulses after all… but something told her the infuriated dragon wouldn’t be the least bit satisfied with that explanation. “You-you just don’t understand…”

“Oh I understand plenty!!!” Spike yelled jumping up from the bed and heading towards his closet. “The changelings messed with your mind! None of you even know what it’s like to think about anything other than sex to your changeling overlords!” With that, the dragon’s anger seemed to disappear as he spotted what he was looking for… the very gift Blueblood had handed him minutes ago. He felt like he should consider what he was doing more closely, but something in his gut told him this was the right thing to do.

“And with this…” He started, holding up the golden halo, eyeing it and Twilight’s head. “You’ll have no choice but to do whatever I say…” Spike said, breathing deeply as he slowly approached the alicorn at an increasing pace.

“No! Spike! DON’T!!” Twilight yelled in a panic now. Her struggling doubling in a futile attempt to avoid the ominous object headed towards her. If she could she would have used her magic to throw him back, but it remained completely disabled. “Get that thing away from me!! PLEASE!!”

“Don’t worry, Twilight….” Spike said sadly with growing pains in his heart. “I’ll help you get back to normal…”

A few inches above her head, the halo came alive. Jumping from Spike hands and securing itself around the struggling Twilight’s forehead where it tightened, almost painful so, into an almost headband like object. Then, with a small puff of energy, the golden ring dissolved into a thick black cloud of smoke. Smoke that followed the alicorn’s every movement and slowly crept inwards through her skull. Twilight froze in place, staring up at the ceiling with a blank stare as the smoke drifted into through her eyes, skin and eyes, intent of seeking out her bountiful brain…

“Twilight….Twilight?” Spike asked hopefully as the spell took hold. “Are you ok?” This was the spell Blueblood intended to spread on almost every women in the land… he sure as heck hoped it didn’t hurt them.

But Twilight couldn’t answer even if she wanted to as the magical smoke fully penetrated her defenseless brain. From the back of Twilight’s mind she was scrambling to do something to fight against it. Even thinking back to her days at Celestia’s School for Gifted Unicorns where she practiced-…….….. wait a second…. she never did go to Blueblood’s School for Gifted Unicorns. Silly her! What was she thinking?! Mares in Equestria weren’t allowed to get an education! Obviously they were too dumb to grasp even the simplest concepts!

Men were the only ones capable of going to school… worthless mares like her stayed home, tending to all the chores! It was so obvious to Twilight, she didn’t know how she could have possibly forgotten! Like all those long days when her naked mother would tutor her skills on her brother regarding the proper way to service a stallion’s cock with her mouth, while the men sat above them at the dining room table eating the meal the women were tasked with making. Teaching her from as long as she could remember that mares were just pathetic weak animals who should be thankful to live in this world… a man’s world…

And she didn’t save that world from Nightmare Moon… a group of brave and smart stallions she would have been lucky to even earn a glance from did that! Easily overpowering the pitiful excuse of a gender and ruthlessly raping her holes until she couldn’t even think or walk, like she deserved for the heinous crime of talking back to a man! She remembered the joyous celebration as they paraded the defeated mare’s body through the streets, inviting any and all stallions to have a go at her abused holes. Serving as an unneeded reminder of what happens to mares who not only dared disobeyed a stallion, but also who believed they were anything more than inferior sub-pony bitches.

And why did she think she knew all this math stuff? Numbers and letters together in…. sentences…? How did any of that even help to suck cock?! The mere thought of that hurt her brain! Thinking was hard! She could leave that job to the smarty men. All mares like her were good for was taking cum into their holes and being used. That’s the way it always was, and that’s the way it always would be!

Speaking of cocks… the mere thought of which made her mouth water. So long, veiny, and hard… always happy to see her play with her boobies and cunny! Each one holding their own unique flavor of blissful cum as her undeserved reward for servicing them! A single part of a male’s body… and yet, that was all it took to make mares everywhere quiver at the knees before bowing down to worship them. Truly it was an undeniable testament to female inferiority!

But there was a voice in her head… A dumb stupid voice! Telling her to not believe anything she was told! Telling her that this was wrong! But… a much stronger pleasurable voice spoke out to her, telling her to let go of her smarty thoughts and to give in completely! To accept that she was just a worthless piece of trash compared to superior males! Only then would she knew true happiness as a dull witted bimbo.

“Twilight?” Spike asked again, even though several seconds had past, to Twilight it felt like several hours. “Is everything alright?”

“Of course!!!! Maaasstttter!” Twilight said suddenly, followed by a loud giggle. “Everything is fine when there’s a hot hunk of a man near me, teehee!”

“Ummmm, ok…….?” Spike said, unsurely. “I’m going to untie you now… you aren’t going to try and escape, are you?”

“Of course not!” Twilight said with the same odd giggle as Spike worriedly attempted to untie the alicorn’s binds. “I’m right where I belong!” With the mare finally free from her binds, she happily crawled down from the bed, where she sat on her knees, staring at Spike with calm empty eyes, waiting to be told what to do like a good little mare.

“Alright then,” Spike said swiftly, hopping off the bed and strolling to his bookshelf. Twilight made sure to intently follow his every step crawling with her head held low on the floor.

“Ummm, To Kill A Mocking Gryphon! This was one of your favorite stories! A bit gory at the end, but it seems like the perfect place to start your trip back to being normal!” Spike announced, grabbing the book from the shelf and flipping open to a random page before thrusting the novel in Twilight’s confused face. “Here! Read!” He ordered.

“Uhhhhhhhhhh….” Twilight said dully, looking at the pages with a blank stare. She tried her hardest to do what she was ordered to do, but the words on the pages just seemed to jumble together, blurring on the paper, making her brain hurt! “Mtjdteklx…ferlpd?” Twilight guessed hopefully. “Ohhhh, hehe! This one kinda looks like a penis!”

“That’s just the letter D, Twilight…” Spike said with growing apprehensions.

“Mmmm, D….D…. Dick! Hehe! Dickydicky dick dick! It sounds funny! Diccccccckkkkkk! Heehee!” Twilight rambled in a tangent as her hands carelessly dropped the book to the floor. “Dicks dicks dicks! I’m hungry for dicks!!”

“Ok…….” Spike sighed, pulling Twilight over from the bookshelf. “M-maybe we’ll work our way up to reading later…”

“Yay!” Twilight chirped, clapping her hands joyfully.

“Maybe we can just… talk! Yeah, let’s just have a normal conversation just like we used to!” Spike announced. It was a simple pleasure in life, conversing with his roommate, one he missed greatly.

“Ummmm, ok!” Twilight said happily with growing excitement. “Do you want to know how many dicks I found I could fit in my mouth at the same time?!?”

“…About something other than sex! Seriously!” Spike added.

“Oh…” Twilight said sadly at her dumb mistake, it was entirely her fault after all. “Ummmm, does foreplay count as sex?”

Spikes eyes glared down onto her in frustration and Twilight couldn’t escape the nagging sensation she was annoying her master!!!! Oh no! And if she was, he probably wasn’t going to have sex with her anytime soon!! This was bad!! She hated herself for her own stupidly, banging her hands against her foreheads. “Stupid stupid Twilight!!” She scolded herself. She wasn’t fit to be in the same room with such a smart and handsome man like her master!!

“Calm down, Twilight!” Spike said, grabbing the mare’s wrists to prevent herself from further hitting herself. Twilight immediately complied without the smallest bit of hesitation.

“Mmmmm, ok!” Twilight moaned feeling the warmth of the dragon near her naked body.

“Uggggg, never mind! Just stay there!” Spike ordered, lost as all hell at how the mare was acting.

“Mmmmm, ok,” Twilight repeated as she resumed her idle pose on her knees.

As Spike stared though, he couldn’t help but notice how, even though she was talking, her eyes appeared dull and lifeless! How could he have been so blind?! This wasn’t Twilight anymore! The curious and fun loving Twilight he knew and loved was somehow gone! Replaced by this hollow… thing! This wasn’t even a mare! The only thing this happened to be was a nightmare!!

“Sweet Celestia… what have I done…” Spike breathed, collapsing onto his bed, throwing his hands to his face. “Stupid stupid, Spike. You really screwed up this time…” Placing that thing around her head without even knowing exactly what it did? What was he thinking?! And it was inside her now, he couldn’t just take it off! To make matters worse, he distinctly remembered Blueblood saying he did not know how to remove the spell yet! That he would cross that bridge when the changeling matter was completely dealt with!!

Sppppiiiiikkkkkkeeeee…

A voice called out to him, so faint it sounded like a whisper, any quieter and he wouldn’t have heard it. His ears perked up as he jumped up from his positon on the bed and he looked straight at the purple alicorn.

Gettttt Chrysalisss…. Pleaseee…. I-I… can’t hold it off…. much….. longer…..

“Twilight?! TWILIGHT!?!” Spike yelled, jumping off the bed and grasping the mare by the shoulders. “Are you still in there?!”

“Wha?” Twilight said, utterly confused again, like normal. “I didn’t say anything, master!” She said with another giggle before adding. “Oppsie! Silly eyes! Why are you crying?”

Spike was dumbstruck as he watched the mare carelessly wipe her tears away before staring back up at him with her strange lifeless eyes…

What was he going to do?

Escalations (Part 2)

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“Heh, you ready for this, babe?”

“You don’t want to know how long I’ve been ready! I am going to rock your world!” Greta cooed to her griffon lover before passionately sticking her lips onto his own in a strong, lasting kiss. Both of them were dying to reach this moment. After weeks of dating and various saucy love letters exchanged, they were ready to take the next step in their relationship and finally reach 4th base for the first time.

“I-I’m so nervous!” The male griffon spoke, his voice thick with quivering apprehension. “I’ve never done anything like this before!”

“Don’t be, silly!” Greta said with a seductive wink. “Just lay back in that bed and let me do all of the work…”

The griffon nodded dumbly as his head hit the pillow. Greta waited until her lover’s eyes were focused straight at her before grasping the hem of her sweater and pulling upwards, extra slowly just to tease him crazy. His mouth was gaping and drooling when it finally came off, Greta discarding it without a care to the side. But she wasn’t done there… Seductively reaching behind her back, she unclipped her bra, playfully shaking her chest from side to side with a light giggle as it wiggled off her chest. Her lover was speechless as her two perfectly formed globes of flesh bounced into his sight for the first time.

“Do you like them, babe?” Greta asked impishly, groping and mashing her tits with her two hands. “They’re all yours from now on…”

“Yea-yeah……” He said. The stories were true. Boobs were magical!

“Good… Now get those pants off or I’ll rip them off!” Greta said, with a hint of playful growling. The griffon moved to her command as if his life depended on it, all the while not tearing his eyes from the amazing sight of his griffon friend playing with her own bare tits.

In fact, he paid so close attention to them, he didn’t even notice as a shiny golden ring casually levitated in through the window from outside on the Griffonstone streets below. Odd, seeing as thought gold was any griffon’s favorite color but it was almost pitch black night outside and inside his room after all… He continued to not notice as the ring drew close enough to his lover, painfully close… The magic released its grip on the ring as the ring itself took over, shooting itself around Greta’s forehead, and clamping down tightly before disappearing into the female griffon’s head in a black puff of smoke. Greta wasn’t even able to gasp in surprise as the magic did its work in an instant, seeking out any delicious trace of intelligent activity in her brain, altering them all to fit its designated goal.

The griffon had to tear his gaze from Greta for a moment as he worked off his underwear and pants in a single motion, flinging them off the bed where they landed with a flop. A painfully hard and sizable griffon cock was there waiting for a taste of the women. The griffon grabbed the base of his shaft, wagging it playfully as Greta seemed to shake herself out of a trace that had distracted her. She paused her playing, looking down at the cock, then up to her lover’s face, then back down to the cock again…

“It’s…. it’s so….. small!!!!” Greta exclaimed.

“What?!?!?” The male griffon exclaimed, hands now shooting to cover up his impressive length. His face descending into a dark mortified red.

“HA! Did you honestly believe you could actually fuck with that thing?! I wish you told me that sooner before I wasted all this time dating you!” Greta sneered, her lover’s face contorting in a mixture of confusion, shame, humiliation, and embarrassment. He thought she liked him! The very fact the Greta he knew actually had the ability to be this cruel was unbelievable enough!

“That’s it! I’m going to Equestria to find a real lover!!” Greta went on without a hint of remorse as she hopped off the bed. “Now a stallion… those guys know how to fuck a girl… With actual dicks you don’t need a microscope to see! A million times better than limp-dick griffon losers like you!”

“Just go!! Get the hell out of here!!” He yelled angrily, but Greta was already gone, having hopped out of the window, oddly enough leaving her top behind as well with her now ex-griffon friend.

Greta landed on the streets of Griffonstone, stumbling a bit as she tried to walk towards the town’s exit… a place she felt oddly compelled to go to at this very moment. Step after step she walked past broken structures the others of this town referred to as homes. At first the sight seemed normal enough to Greta, but on second thought it was pathetic they lowered themselves to living in these dumpsters. She would rather live in some stallion’s cage than this! Actually a cage sounded real nice right about now. The appealing sense of being surrounded by metal bars on all side, locking her inside until she was called upon for her body. Now that was a home worthy of a girl like her.

But Greta stumbled again! She was so clumsy all of a sudden! Like she wasn’t smart enough to walk on her own two feet… But she had to get to where she was going. Equestria! Home of the magnificent stallions!

Greta tripped over her own foot, this time falling to the ground, not even remembering to use her wings to save her from the fall. The topless griffon simply shrugged it off, but finding it actually easier now to actually crawl on all fours! No worries of tripping or falling then! She just wanted to get the hell out of this lame town!

'Much easier!! I should do this from now on…' Greta thought, licking her lips as she continued to onwards. And she wasn’t alone… All around her there were female griffons jumping out of their bird house like homes with crazed lust in their eyes. Each of them repeating the small stumbling routine before figuring it was best to crawl in the same direction she was headed. Out of town… to Equestria! Land of actual lovers who could bring women like them to a numbing orgasm! Greta was glad she saw the women of her town were smart enough to all figure out griffon cocks were useless. Even Gilda was here! Happily crawling and panting like an obedient mutt. Why… every girl in town must’ve come to the same conclusion at the same time! What were the odds!? They may have been dumb, but there were nowhere near as dumb as male griffons!

At the archway that symbolized Griffonstone’s entrance, there was a single stallion waiting for them, leaning up against the archway while flipping a golden bit in his hand. The girls doubled their pace, quickly crawling up to the pony in hopes of pleasing him, falling back to a kneeling position with their hands in the air, held like paws.

The stallion said nothing, only running his hand through Greta’s hair, lovingly petting the faithful griffon turned slut. The very contact alone send her mind on fire! His fingers running over and caressing her delicate form like a buyer inspecting his goods. Greta felt like she could cum right here and now from that sensation alone! She wished she had as the other dozens of griffons looked on with intent jealousy. They had to know how amazing stallions could be as lovers to them!

The stallion paused, drawing his hand away from the disappointed griffon, only to point it at a row of carts that had been lined up on the hill below. Tailgates down and ready to be pulled. The female griffons didn’t need to be told twice. Each of them trotting to one and eagerly jumping up and into the carts. Before no time, half of Griffonstone’s population had been packed into them and had begun its steady descent down the hill. As the cart made its way down the rocky cliffs, the women were giddy with excitement, hoping they were all headed towards the train station to be hauled towards a better pleasurable life.

As the carts were busy moving through the dark mountainous night, a few hot stud stallion attendants, one in each cart, went around the pack. One approached Gilda who quick turned her full eager attention to as the stallion straddled her legs and looked down on her from above.

The pony roughly grabbed at the neckline of her favorite shirt, before pulling out a pair of sharp bladed scissors from his back pocket. With them, he made short work of the thin fabric, cutting several precise vertical incisions through it. He pulled the ruined scraps of the shirts from the giggling Gilda’s arms, throwing them off the side of the cart as her sizable concealed breasts bounced into view of the other girls, each one giggling in naughty glee knowing they were next as the man tugged at the black bra on Gilda’s chest. The flimsy fabric giving way and tearing in twain, two perfectly formed busty orbs bounced out as the stallion’s prize. The pony went on to repeat the same process with her pants and panties, even her socks and shoes weren’t spared from his hands and were flung carelessly off the cart leaving her without a shred of cover to conceal a single inch of her bare body. But he wasn’t done yet, the stallion made two final cuts on the now completely naked Gilda, extending both her of wings to their full length before gently clipping her primary feathers, effectively grounding the griffon from flying for a long while. Gilda released a pleasurable shudder as her feathers were cut, laying back into the cart to casually fingering her completely soaked cunt with the others as they watched the handsome colt repeat the same process with the others.

“Heh, I love these new things they’ve got us using!” One slaver called out to the other in the previous cart behind them. “It’s like a dream come true!”

“Yeah! No more small fry camp raids for us! We would have had to mobilize an army to take these cunts before! Now we can go in and out of a entire town in a few minutes flat with no fuss! Don’t even have to deal with the men!”

“Just goes to show what can happen when you have an actual leader in charge! Not like that dumb bitch, Celestia! She would have had us still living with these dimwitted horny babes as equals! Can you believe it? Only a mare would be stupid enough to think something with tits like these aren’t supposed to be getting fucked for every waking moment of their lives!” The griffons cooed and moaned as the stallions conversed with each other, casually insulting their species and gender like it was obvious fact. They were right after all! Griffons like them were pathetic weaklings compared to ponies. The least they could do was give them their lives in service to these magnificent creatures with mouthwatering cocks!

The convoy of newly turned sex slaves had been fully stripped and clipped shortly before arriving at the train station at the bottom of the mountain. A train, of course, had been waiting for them to arrive right on schedule. When ordered to crawl into it in a nice single file line, the griffons were hardly surprised to see their amazing wonderful saviors had already packed the train full from previous ventures! Griffons from other settlements, a handful of captured pony mares, even a few stripped striped zebra mares from Zebrica, undoubtedly taken in the same manner. Some kind hearted slavers already taking the liberty to ruthlessly fuck their spoil’s pussies which were given without a fight! No one was being held in constraints at all! The griffons were quick to cheer and jump into the orgy, even if they were last in line for a cock, they made sure to use any part of their body available to pleasure those around them.

The train sealed its doors, cutting off the sound of lewd moaning and repeated skin on skin contact as it made its way off just as the sun started to rise. For the many male griffons left behind, who were not so abruptly and rudely insulted by their female counterparts before being dumped, and cared to investigate, only found a long trail of shredded worthless clothing and underwear along with sliced griffon feathers trailed down the mountain path to the empty train station. Leaving an entire town confused at what just happened without a single XX chromosome to console them.

~~~~~~~~~ ~~~ ~~~~~~~~~

“Jet Set! We’ve got a big problem!”

“What is it now, Neon?” Jet Set asked the panicking stallion who was sweating like he was in a sauna with recently fixed hot water plumbing. Always another damn crisis to deal with here. Never enough time to just lay back and relax as your mare worked her hips away in your lap.

“Something’s happening! Mares are being forced asleep before being teleported away! And for some reason the changelings can’t teleport them back! Its Chrysalis’s magic! She’s bringing them to that place!! Celestia, Luna, even Princess Twilight are missing!”

“Ugggg, what the hell is that changeling up to over there?!” Jet Set groaned, face palming hard. “And to think I was about to get some cardio in… Fine! If they are somehow forcing that stubborn mule into teleporting our mares over there, we should do something to protect our women here…”

“But what can we do to stop a teleportation spell?” Royal Pin asked. “You can’t stop someone with Chrysalis’s level of magic from getting what it wants! And certainly not for every single collared mare here!”

“Well…. we can at least start by ordering the changelings to gender swap the stallion-turned-mares back into stallions before they are kidnapped…. again. Never was too keen on Chrysalis doing that to us guys anyway. And I’m guessing the stallions over at Appleloosa won’t be able to… or want to do much stuff with a kidnapped stallion. Assuming they don’t swing that way, they’ll be safer back to normal.”

“Yeah… I guess that could work. For the stallions at least. We could try it!” Neon Lights said, nodding thoughtfully. “But I don’t think Chrysalis would like it…”

“Well she isn’t here now, is she?” Jet Set returned. “And besides, the girl has been having trouble grasping her place as a fuck slave for a while… One who, you know, obeys everything a man says? I would say a bit more of this could be good for her…”

~~~~~~~~~ ~~~ ~~~~~~~~~

“Ummmm, hey guys…” Spike said slowly, walking back up to Chrysalis’s cell, where apparently the two stallion wizards were back on their feet….well technically. Saying that much would have been a bit of a leap. “I thought you guys were going to be, uh, more out of it for a while, considering what just happened and all,” He said, walking through the convenient hole in the bars Twilight had blasted. Sometimes he forgot how dangerous of a pony she could be past her nice friendly demeanor.

“A-a-a-are you’s k-k-idding? Ha. Didn’t know you d-dragons had a sen-se of hue more…”

“You have a bone sticking out of your arm…” Spike said plainly. “And you! Your back looks disfigured!”

“Tis nothing but a flesh wound!” The stallion replied, casting a quick glance to his injury. “Pretty sure it looked like that before…”

“Right….”

“Y-You d-don’t honestly….think, that a-a mare could hurt us, d-do you?” The other shuddered. “H-her attacks were m-more funny t-than painful. P-Pitiful really…”

'Wow… the power of sexism really keeps them going. Amazing.' Spike thought. “Ok no! You guys are taking a longer break than this! That’s an order! Go and sleep it off. Find a nurse or whatever. Wait for me to come get you before you start teleporting more mares over here…”

“If you say so boss!” The wizard replied, surprisingly eager, both of the ponies hobbling away on one foot without a word of argument to the dragon. Spike also waving his hand to dismiss the guards stationed around the cell. He figured they could use a break as well, but most of all he wanted some privacy. As they left though, Spike did overhear one of the injured stallions saying, “Thank Blueblood we get a rest! I can literally taste my own agony!!”

Spike made sure they shut the prison door behind them before turning to Chrysalis. The changeling had remained motionless in the same place as when he left. Not looking up to meet his gaze or even acknowledge his existence. He had at least expected her to be pleased with the short reprieve he had granted her.

Carefully reaching behind her slumped head, Spike undid the fastenings that held the plastic ball gag in her mouth. With it gone, the women still remained silent.

“Ummm, Chrysalis, can we talk?” Spike asked nervously, not exactly sure what he was expecting as a response. But still, the changeling remained silent, not breathing a single word. It still beat her cursing like a sailor at him, but he needed information! “If you do, I’m sure I would be less inclined to get the wizards back down here again…” Now that seemed to get the changeling’s attention who perked her head up slightly, although reluctantly.

“……If talking with you, dragon, will prevent any more of my mares from being dragged into this… tortuous existence, then I will talk with you until the end of time…” Chrysalis mumbled.

‘Ok, that’s a start a least’ Spike thought to himself. “I’ll be completely honest here, Chrysalis, I might need your help with something… something only you can do.”

“…You must be desperate to come to me for help,” Chrysalis said. “And you must know there isn’t the slightest chance of me helping a monster like you unless it serves a common interest of us both….wait-WHAT did you do with her!” She exclaimed, after putting the pieces of the puzzle together, glaring back up to the dragon.

“Uhhhh heh heh,” Spike chuckled nervously, scratching the back of his head. He leaned out of the cell gesturing something over with his hand. In crawled a panting Twilight, who not only insisted on crawling everywhere on all fours, but actually seemed to lack the motor skills to reliably walk on her own two feet anymore. Not that it bothered her in the slightest. Moving on all fours was better than moving on two! That’s just simple math.

“Wha-What have you done?!?” Chrysalis exclaimed in horror, watching as the lifeless eyes of the alicorn crawled up to her and attempted to kiss her face repeatedly in a series of pecks. Hoping in some way her master would find the sight pleasing.

“L-look, we’ve all bound to make mistakes…” Spike said. The statement couldn’t help but confuse the alicorn, although admittedly the bar was not set to high on that. But, how could a man possibility make a mistake? They were infallible!

“You literally had her for ten minutes!” Chrysalis growled, but growling even stronger at the alicorn, causing the mare to yelp and jump behind Spikes legs where she quivered like a coward. “There is no love in this mare’s affection! There’s no heart, soul, or belief behind her actions! I can feel it! It’s all forced! Just a hollow shell of a thing pretending to be a pony! It’s sickening!”

“I know… I screwed up really really bad with this spell,” Spike sighed as Twilight whimpered at his feet. “But can you fix her? The old Twilight said you care for mares and their wellbeing, even if it’s in your own changeling way,” He said, pushing the whimpering Twilight forward with his foot to meet Chrysalis’s piecing gaze. The changeling took a good hard look in the alicorn’s unfocused eyes. It was not hard for her to spot the source of the problem.

“This isn’t your average spell’s work… its dark magic,” Chrysalis said slowly, scowling.

“Wait, dark magic?! S-seriously?” Spike exclaimed. Blueblood wanted this put into the heads of every women in the world?! “B-but it can’t be that bad besides this, right? You don’t seem all that worried…”

“I’ve long grown accustomed to the ruthlessness and stupidity of your kind to the point it’s hardly surprising... For me, it was a tossup between you stallions doing this or sacrificing them to some false higher power…” Chrysalis sighed, Spike had to give her that one at least. “The spell is rudimentary, but well designed. It targets and disables specific sections of the brain the wielder deems unnecessary. Shutting down anything from critical thinking abilities to cognitive functions.”

“Heehee, cocknitive fucktions! I want some!” Twilight panted, pawing at the crotch area of Spike’s leggings.

“Twilight, go to sleep!” Spike ordered with a roll of his eyes.

“Ok!” Twilight happily chirped, before instantly falling over and collapsing on the floor. She wasn’t just pretending to be asleep… she actually thrust herself into unconsciousness through Spike’s mere order alone!

“Ugggg! Disgusting!” Chrysalis spat. “As I was saying… it can also rewrite long-term memories stored in the brain. Making them believe that there in nothing unusual for their actions that they have always done. Undoubtedly, in your case, a warped timeline where male superiority has been the unquestioned rule for all of time, rather than just a few months. But worst of all, the true mare the pony once was is trapped inside, seeing everything. Forced to watch as she is made to do and think against everything she believes. Powerless to stop or alter her actions in the slightest as her body used and discarded by careless brutes. Hating every second of it! It doesn’t get any more forced than this spell…”

“But you can just remove it, and make everything right as rain, right?” Spike asked hopefully. It felt terribly odd and pathetic begging to his mortal enemy who he had just insulted to her face not too long ago. But desperate times called for desperate measures.

“I can…” Chrysalis began, to which Spike wanted to cheer. “But only for a short period of time after the spell have been placed on the target. The spell eventually works away at their mental defenses, until the mare inside no longer has the strength to resist. Then the spell truly takes over… Rather than simply disabling parts of the brain, the brain cells are completely destroyed. All the magic in the world won’t restore the mare back to the pony she once was…”

“WHAT?!?!” Spike screamed.

“Well what did you expect, dragon?!” Chrysalis sneered. “It’s called dark magic for a reason! You won’t be able to use any of it without some dreadful side effect! The existence of spell should have been buried long ago where no dimwitted stallion would be so inclined to use it!”

“Can you fix Twilight then, please?!” Spike begged again with a dying sense of urgency now. “Before it’s too late?!”

“I could, for her, not for you. But I can’t do anything in my current state…” Chrysalis said glumly, staring at the sleeping Twilight. “I need to be out of these restraints…”

“Ok, whatever you need!” Spike said desperately, producing the key from his pocket. He released the metal shackles holding her wrists and ankles in place. Chrysalis rubbing the sore joints that needed some much needed relief.

“Now… my horn, please…” Chrysalis said, which Spike hesitated with. The brief pause was quickly commented on by the changeling. “…Do you expect me to fix dark magic with my own two hands?!”

“H-how do I know I can trust you?” Spike spoke slowly, half expecting the changeling queen to take off running as soon as he asked.

“If you knew the first thing about changelings, dragon,” Chrysalis sneered, “you would know I want my mare fixed infinitely more than you do…”

“Uggg fine. I guess I don’t really have much of a choice,” Spike sighed, reaching into his pocket and pulling out the second key that held the lock to the changeling’s inhibitor ring. Spike giving a gulp as he undid the latch on the ring before slowly sliding it up and off the jagged horn of the changeling. Chrysalis released a breath of fresh air as the dreadful restriction was lifted from her.

“Thank you for that… dragon,” Chrysalis said with a sudden low growl and gleam in her eye.

Before Spike even put together what was going on, the changeling queen pounced on him! The dragon stumbling backwards, his back hitting the stone wall with a thud as the inhibitor ring dropped from his hand and rolled away, far out of reach! Chrysalis made sure she took full advantage of the startled dragon as she leaned in. Releasing a deep growl now from the depths of her throat as her fingers came down to his crotch, roughly grabbing the area with a threatening hand, she yanked, tearing his pants clean off the quivering dragon’s legs in a single motion.

Before Spike could even realize his dick was now in plain sight, the blood rushed changeling queen was on it! Dropping to his waist and engulfing the entire length into her mouth!

“Eep!” Spike said with a high pitched voice. But…. the changeling didn’t simply bite his dick off with her sharpened fangs… but seemed to be… bobbing back and forth… intentionally!

“My my my,” Chrysalis cooed, popping the slick cock from her mouth as her hand took over pumping for the time being. “You were already as hard as a rock before we even started… good. Did the naughty little dragon get turned on seeing the helpless sexy changeling queen in chains?”

“C-Chrysalis!! What are you doing?!?” Spike exclaimed, but no longer making any move to stop her.

“I need love to power my magic,” Chrysalis cooed, releasing a tiny green spark from the tip of her horn. “And I can just sense all the stored up love you’re holding in those two swollen balls…” She said, jumping back onto his shaft and giving it a few more excited sucks like the true cock addict she was. “Give it all to me!! Let me feast on every drop of your dragon cum!!”

“I-I don’t know if we should really-Ooohhhhhh,” Spike moaned as Chrysalis wrapped her surprisingly lengthy tongue along his entire cock, around the circumference several times, all the way to the base! Pulling the twist off all at once as she withdrew her tongue back into her greedy mouth, savoring the delectable flavors the dragon’s fuck rod had for her. The wet noises of the skilled blowjob filled the room as Spike gave silent thanks he dismissed the guards earlier.

“Wowwww…..” Spike was gasping in the sensation of the warm and wet tunnel sliding back and over his sensitive length. Licking, sucking, and hitting all the right places like she knew exactly how to press his buttons! Every bit of movement on his twitching cock was a proof to such. Spike relaxed back onto the wall as he came to terms of his shaft exploring every inch of one of the last place’s he expected it to be in.

Chrysalis’s two hands shot to the dragon’s wrists, clamping down on them and jerking them over to her tits. Chrysalis released a low moan as the dragon’s hands instinctively took over from there, groping and foundling her breasts with strength. Which just so happened to be slowly expanding back outwards to their normal size! Even in the moment Spike made sure to flick at the growing and sensitive dark pink nipples, causing the queen to release an even deeper moan, vibrations that caused his dick to spasm from its already amazing treatment.

‘Oh my god… the tits of a queen… They’re amazingly soft!’ Spike thought, giving the two fleshy orbs a rough clamp. Chrysalis’s tits fought against his hands as they slowly expanded against his grip, growing in mass and volume to a size worthy of a queen of sex. All the while pleasure was constantly rolling through his form as the changeling’s tongue danced back and forth along the underside of his cock.

“C-Chrysalis!! I’m g-gonna….!” Spike exclaimed, dropping the changeling’s breasts and grasping two thick handfuls of her hair. The queen didn’t let up her sucking, showing she hadn’t the slightest intention of stopping or slowing anytime soon.

With a powerful grunt, Spike came into her mouth. Blasting months’ worth of pent up cum down the changeling’s slick welcoming throat. Chrysalis swallowed it all with experienced ease as rope after rope of the steaming hot baby batter made its way down the changeling’s gullet into the depths of her empty stomach. The sly queen even going as far as to squeeze the hanging dragon ball sack in an effort to encourage every last drop of delectable cum out. If Spike had any working portion of his mind still active, he would have known she had achieved just that. Blueblood was right, she was greedy!

“Mmmmmm,” Chrysalis cooed as she dealt one final suck to clean the spent member, licking her lips tastefully. “Not half bad on your part, dragon.”

“Uhhhh, y-yeah…. So that just happened…” Spike said slowly, completely out of breath for some reason.

“It’s been far too long since I’ve had a decent cock inside me…” Chrysalis moaned, sincerely missing her time back in the hive. But as quickly as the kind words had come, they vanished. “But there is still room for improvement on your part! You don’t move to control me at all! If I was a mare on my knees I shouldn’t be the one calling the shots!”

“Uhhhh, what?” Spike said confused and breathless now.

“And you need more self-control. You finished far too early! Yes, granted my impressive skills that have mastered the art itself, but still! Give your partner ample time to enjoy and savor her task! My master would have lasted three ti…-erp.“

“Wait… your master?!?” Spike exclaimed, now confused, breathless, and shocked.

“You misheard me, runt!” Chrysalis spat angrily, although blushing furiously and averting her head. Spike would have loved to delve into this matter further, but there were more pressing matters at hand.

“Fine, whatever! You got what you wanted from me you sick pervert! Can you please help Twilight now?!” Spike could just imagine his baby batter sloshing around inside the queen’s belly. He didn’t know whether to be sick or turned on…

Chrysalis smacked her lips as she rolled her tongue around inside her mouth, getting one last final taste of the delicious dragon cum. “Yes… I think that will be plenty of love for now…” The changeling’s horn eliminated a bright green glow for a brief moment as Chrysalis absorbed the strength she was so kindly gifted from the dragon. Shortly after she directed a concentrated beam of magic straight at the sleeping Twilight’s forehead. The alicorn gave a groan as it hit her. After a moment a familiar black cloud of smoke was seen seeping out through her head and drifting upwards, silently dissipating harmlessly into the air. Twilight remained asleep, but a small smile was seen forming on her lips.

“There… I have corrected your mistake,” Chrysalis said, lovingly leaning in and kissing the alicorn on the forehead. “She should be back to normal now.”

“That... that’s it? It’s done?” Spike said, falling back up against the wall and sliding down so that he landed in one of the side benches. He couldn’t put his finger on it, but somehow Twilight actually did seem better now! “I-I don’t know what to say… Thank you!” The young dragon was finally free to relax.

“Save your breath,” Chrysalis sneered. “I was doing it for her benefit. I should have known this would have happened anyway. Leaving a mare with one of you… she is bound to be abused! And you childish creatures wonder why we came and took them away…”

“Hey now!” Spike shot back. “You ruined a lot of innocent stallion’s lives with that stunt!”

“Ugggg, that was the point! That is what I hate most about them…” Chrysalis sneered. “They are selfish above all else. Always complaining and whining… even more than a newborn! Going on endlessly about how we ruined their lives, their well being, their happiness. Not giving a single damn or thought about the many more mares whose lives we have improved countless fold. They are only focused on themselves… like they always have!”

“What are you talking about? All I’ve thought about for months since you kidnapped her was Twilight!” Spike retorted. “How can you say that’s being selfish?”

“Mmmm, yes. That’s the only reason I can even bear speaking with you right now,” Chrysalis replied. “But even so, your desire for her with based on your own selfish wants. Let me guess, you placed her under that spell because you didn’t give a single thought to how she wanted to behave, you were only focused on how you wanted her to act…”

“….B-but… No! Y-you messed with her mind!” Spike exclaimed, not really seeing much issue getting in a spat now that Twilight was fixed. “I was trying to get her back to her old self after you turned her into some sort of mega slut!”

“I didn’t turn her into anything! She was always a slut, you just never noticed it!” Chrysalis shot back. “All of your friends as well. They only lived your twisted idea of a normal life because they didn’t know what they were missing out on! Their bodies were crying out to be satisfied the entire time! To be owned as a slave by another dominant being! They required us to service their true needs!”

“But why do you get to decide all of this? Huh? Deciding what a mare really wants?! What her body needs?” Spike said. “W-who are you to play god?!?”

“I’m the one who has owned Gods as pets…”

“……”

“My beliefs in mares are a proven fact! There is no room for debate here. I have all the proof you’ll ever need crawling around my home. Face it, dragon, the sole purpose of any mare is to fuck, cum, and breed! That is exactly what they are made for! They weren’t meant to do anything you so casually allowed them to do before!”

Spike gave an audible gulp, turning his gaze to stare at the soundly sleeping Twilight in the prison cell.

“And don’t look at her like that!” Chrysalis exclaimed. “She’s not ashamed at being naked! I know her better than you! She’s proud of who she is. She would be ashamed if you made cover up! If you truly do care about her happiness, dragon, listen to what she really needs, not what you want her to need.”

“I… I need to think about all this…” Spike said dryly, rising from his seat. “And I need to put you back in your restraints… I don’t want to get in trouble when the guards come back.”

“Fine. Do what you must,” Chrysalis mumbled, not putting up a fight as Spike secured her limbs back into their metal shackles, followed by the inhibitor ring around her horn. There was no point in struggling against her fate in her current condition, the strength from the dragon’s gift was already starting to fade. Her breasts shrinking back down to a still above average size.

The deep in thought dragon said nothing more as he scooped up the limp sleeping alicorn in his arms and carried her from the cell, back up to his room. She looked so peaceful, happy even… it wasn’t something Spike wanted to disturb just yet.

“Get some rest, Twilight,” Spike said as he tucked the alicorn into his bed, giving her a light kiss on the forehead. “I think I need to have a talk with Blueblood…”

~~~~~~~~~ ~~~ ~~~~~~~~~

Spike didn’t bother knocking as he barged into Blueblood’s room, it was an important matter after all and he was the prince’s mentor, not just some random house maid who would had been brutally punished for the same offense.

“Um, Blueblood… I wanted to-AH!!! GOD!” Spike exclaimed upon setting his sights on the room.

The prince was lazily reclining back and relaxed in his chair as the royal sisters, Celestia and Luna sat perched in his bare lap, diligently sucking and slurping away with care at his exposed genitals. Thankfully/unthankfully Blueblood’s member was completely concealed from view within the moist depths of the Luna’s princess’s skilled throat. Spike didn’t know which way to feel about that…

“Ah, Spike, my boy! Just the dragon I wanted to see!” Blueblood exclaimed happily. The two princesses didn’t give a single glace towards the dragon’s entrance. “What’s on your mind?”

“W-What’s going on here?” Spike said nervously. “You said you might have to use the spell on them if they didn’t behave…” Blueblood’s words exactly. “but you never said you would be using them for…this!!”

“What can I say? These two princesses just looked so needy for something to play with afterwards… Who was I to deny them? Heh, and besides, I think we can all agree I deserve a bit of a treat after all the work I’ve done…”

“Sure, but-”

“Just look outside, Spike, it’s beautiful!” Blueblood said in awe, peering out the window and down the hill from his manor. The two men spotted a trio of rough looking stallions grouping up on a single mare slave… a female who was quite obviously putting up an angry struggle against their perverted advances. That is, until one stallion snuck behind her and slipped a familiar golden ring around her head. The mare blinked, staring ahead blankly before suddenly dropping to her knees as the spell took full control of her defenseless brain. The mare now happily unfastening their pants to fish out the meaty cocks of the three laughing stallions she intended to suck off.

“Allow me to enlighten you. If there’s one thing that I’ve learned describes all intelligent creatures best… it is stubbornness. So many different perspectives in the world, so many different opinions on everything! They’ll defend their own views, ignoring all common sense, logic, or judgement, for the sole sake of winning an argument alone! A pony could have the solution to all of life’s problems in his hands… and it would do the collective population no good as his voice is lost within the mindless masses as one among many.”

“But…. throw in a little distress, a dash of fear, topped off with a healthy serving of control… and voila!” Blueblood cooed, putting his two hands on the royal sister’s head as their worked their tongues away at his rod. “You have a blissful harmony… bypassing a pony’s stubbornness entirely. See here, Spike, me and these sluts are a prime example! There are no more arguments… no more anger or conflict as we feud over our differences… just ponies seeking to divulge themselves in the finer pleasures of life. Everyone wins.”

“What are you-what do you mean, sir?” Spike asked, confused. He had no idea why everyone was being so confusing today!

“This war, of course!” Blueblood chuckled. “All wars in fact! All of them have been caused by a mere difference in opinion! The fools say those are magical things that make us all unique and different… but all it ends up doing is driving us apart.”

“Uhhhhhh, right,” Spike said with a gulp, attempting to change the subject to something slightly less creepy. “A-anyway, I had a talk with Queen Chrysalis…”

“Ah, I see,” Blueblood chuckled, slightly disappointed he didn’t get to continue on his tanget. “I’ll admit, I to thought of paying our little changeling friend a visit if I were to ever find myself in a good need of comic relief. What did she say this time?”

“Well… she said a lot of things,” Spike replied, the two beautiful royal mares whom he once looked up to with all of his heart, lapping away at Blueblood’s cock was all too distracting. “B-but she said our little mind control spell isn’t a temporary effect like we thought! It wears down a mare’s defenses over time before it becomes permanent!”

“Is that so? Well now… I guess that would put the quite a hamper upon the ethics of our choose path,” Blueblood replied plainly to which Spike gave a relieved breath. Of course the prince just had to go on to add, “if what she said was the truth!”

“What?!” Spike said.

“Think about it, my boy!” Blueblood exclaimed, grinning. “She is our captor! She knows of our plans! The changeling realizes it is iron clad, and her offspring will soon perish from this world! She is desperate for any sort of leverage! Of course she will come up with an absurd excuse of why we shouldn’t use our greatest weapon! ... But she isn’t going to fool us, is she, Spike?”

“Uhhhh, n-no Sir!” Spike stuttered.

“Good… always happy to serve as your mentor,” Blueblood chuckled with a wave of his hand. “You’re dismissed.”

The dragon nodded slowly, turning to exit. Walking and stumbling slowly as he tried to piece together everything Blueblood had told him. As he left though, the pegasus guard known as Flash Sentry casually strolled past him into the room. Spike always hated that guy. He decided to stick around just out of their line of sight so he could listen in to his conversation with Blueblood.

“Ah, Mr. Sentry, how goes your men’s efforts in the foreign lands?”

“They’re actually exceeding all expectations. Your little magic trick really helped streamline the process! Heh, we’ve raided griffin and zebra women from dozens of villages without as much as a hassle. They are being stripped, processed, trained, and transported here as we speak. We’ll divvy them up to the town’s people and hopefully solve the sex slave shortage we’ve been having! Curtesy of the Prince of course! I already have some guys set up to document the whole thing, send the pictures back to their homes so their ex-lovers will know what they’re up too, hehehe. Ought to piss them off enough to keep the changelings away. Come to think of it, they should really be thanking us!”

“Heh, if I didn’t know any better, Mr. Sentry, I would wager you are enjoying your work!”

'They’re enjoying this?!?! Who could possibly enjoy abducting others from their homes and raping them?! It’s supposed to be a necessary evil we had no choice in!' The confusing day was having its impact on the poor dragon. He felt like he was the one turned into the bimbo! But from the noise coming from inside the room it sounded like the pegasus and unicorn were wrapping up their update. Spike quickly scurried away, hearing one last passing remark from the prince.

“Oh and Flash? Leave the door open on your way out! In a few minutes I want the servants to clearly hear what their princesses have become…”

~~~~~~~~~ ~~~ ~~~~~~~~~

“Back so soon? Let me guess… another screw-up?” The jailed Chrysalis called out to the dragon in a mocking tone. But Spike didn’t respond as he walked up to the changeling, deep in thought. “Twilight is dead this time, isn’t she? Well I’ll give credit where it’s due, dragon, she survived five minutes longer with you than I expected. When is the funeral? I assume it will be closed casket?”

The high quality sarcasm was lost on the dragon. In just a few short conversations, his beliefs that he and Blueblood held firm for so many months were shaking! He actually had a shred of doubt that they weren’t doing what they should have been! Who knew what was at the bottom of things. And why oh why did he keep listening to what the changeling said?

'This is a mistake! I’m going to regret doing this! It’s dumb! It’s dumb! It’s dumb! But… if there’s something else going on here, I have to know! It’s worth the risk.' Spike’s mind raged, walking up to the queen once more and unlocking her restraints, freeing her limbs.

“Oh is her funeral now? Impressive you stallions work so fast with these things! Guess I should have expected that too! I’m sure I can whip up a few touching words to say for her service. It might get a bit repetitive with all the other mares you’ve stolen from me though…”

“Shesh! Enough already! Geez. I liked things better when you just spewed hate at me…” Spike groaned, hauling the changeling upwards onto his shoulder, seeing as the changeling was too weak now to move herself. He started his slow walk out of the dungeon, to which the changeling became instantly surprised.

“W-Where are we actually going, dragon?” Chrysalis asked now, pausing her bit and sounding genuinely curious. Her interest pinged to higher levels as she even noticed the dragon peeking out the dungeon room door to check if the coast was clear. The dragon with a queen slumped over his shoulder like his catch quietly tip toeing his way through the hall.

“A-are….are you rescuing me?!” Chrysalis spoke up, her voice filled with optimism. Had her various words of wisdom actually gotten through one of the thick headed men?!? Was he dragging her to freedom from this awful place?

“No…” Spike replied as the changeling slumped back onto his shoulder in defeat. “You’re just coming up to my room so I can see what Twilight has to say with you when she wakes up. The guards will be back any minute now and I don’t want to explain to anyone what I’m doing! We’re lucky enough no one saw you pull that little sucking stunt! For some reason the guards seemed awfully glued to their barracks at the moment…”

“Fine. If you must know, they’re having their way with a fresh innocent mare… and a few servants they dragged into the mix for the occasion… But I didn’t need to be a changeling to tell you that.”

“Good…” Spike sighed, walking through the empty halls. Chrysalis gave a deep growl. “Uh, I-I mean g-good for us! Not for those mares! Er-I mean good for me! You probably don’t enjoy feeling ponies get raped… I-I mean not good for me as in good for me… you know what I mean?”

“Just shut up…” Chrysalis spat.

Finally arriving in Spike’s windowless room, the dragon quickly plopped the changeling queen down onto the bed where Twilight lay. He took one quick peek out the door and down the hall, double checking they weren’t followed, before closing and locking the door behind him.

~~~~~~~~~ ~~~ ~~~~~~~~~

“Fuccccck yes!!! Harder master!!” Lightning Dust cried through a stream of needy whimpers. Her velvety walls straining to hold all of Soarin’s length inside. “Fuck your slutty slave’s pussy!! Fill it up with your hot cum!!”

“Yeah, you like that don’t you?” Soarin spoke with a stinging slap on the mare’s rear, thrusting inside the pegasus’s cunt with unrelenting power. His cock slipping in and out of the begging mare with ease. “Little slut is just dying to be bred like the animal she is, huh?!” He was so close to the point of no return where he would finally, finally be able to plant a foal in his mare’s belly. Knocking her up like they had both always wanted since that fateful night. That is… until they heard something coming from the doorway.

*Knock knock knock*

“Damnit! Every time!” Soarin exclaimed in aggravating annoyance. Pulling out his slickened member from Lighting’s quivering folds he quickly hopped off the bed and threw on his pants. Lightning Dust on the other hand could only writhe in frustration as her owner got up to check on the door. She swore he and the universe were working in tandem just to tease her like this! Him and his OCD… What did it take for a girl to get a baby planted in her oven?

But whatever. She had already cum several times, and they could just start over again. After all, the fertile baby batter in her master’s cock wasn’t going anywhere! And coaxing it out to coat her insides was half the fun!

“This better be worth it…” Soarin groaned, unhinging the dead bolt on the apartment door. Upon opening it the pegasus was greeted by the simple sight of a droll delivery stallion, who was staring down at his clipboard with disinterest.

“Package for Mr. Sore Rin….” The stallion mumbled, handing the pegasus a pen. “Sign here please.”

“Package? I didn’t order anything,” Soarin said, signing the document anyway.

“You shouldn’t have. It’s a gift from the prince for all stallions in Appleloosa. They’ve received a large influx of women to solve our shortage and he’s giving them away on the pretense that they are used… And of course I’m stuck here delivering them to lucky bastards instead of using mine…” The stallion groaned, grabbing something unseen that had been standing to the side and shoving it into the room with the pegasus without a care.

In stumbled a completely bare and exposed griffon women who immediately latched onto Soarin’s leg with her tongue hanging out of her mouth, panting like a dog.

“Her old name was Greta… but you can call her anything you want. Most guys are just using Dumb Griffon Bitch. She’s already trained, so yeah,” The stallion droned on. “Fuck her and fuck her good. That’s the law.” He checked off another box on his checklist and walked off down the hall. A line of obedient strange looking griffons sex slaves following after him.

“Ummm, ok then?” Soarin spoke, confused again. Being given another female to take care off was the last thing he expected in this town which he could have sworn had a shortage of fuckable holes up until now. And seeing them suddenly not only willingly but happily accepting the position? But he could get over all of that. What he couldn’t seem to shake was that there was something off about this griffon. “H-Hi there… Greta?”

“Mmmm, cock!” The griffon simply replied, almost as if having smelled the arousal coming straight from the pegasus’s pants. “Give me cock!” Lighting Dust, who had been watching the entire scene unfold from the bed couldn’t help but feel a bit more uneasy from this new development. Another women added to the mix was surely bound to complicate the simple set up she had grown accustomed to.

“Do you want to tell us a bit about yourse-or just go for my penis, I guess that works too…” Soarin sighed as Greta happily undid the stallion’s pants and worked them down. The still erect and throbbing cock popping out to greet her lite up her face like it was her surprise birthday party.

“Mmmmmmm!” Greta didn’t waste a second diving down on the meat that had already been prepared for her. Swallowing every inch of his length with professional ease until a bulge appeared in her throat. Soarin gave a light groan as the griffon’s warm pink tongue licked away at the collective flavor of Lighting’s Dusts juices and the stallion’s shaft. A mouthwatering concoction that was more than a worthless griffon like her even deserved to taste!

“W-wow, you’re pretty good at this…” Soarin groaned, placing a steadying hand on the back of the griffon’s head. The delivery stallion was right, this women was trained! She was working his meat with precision and skill, not to mention eagerness, it was like she was starving for cum! She could easily give Lighting Dust a run for her money.

“Hey!!! Get off him!” Lighting Dust called out, jumping off the bed to stop the griffon who had jumped on her master’s cock. Oddly enough her stallion didn’t seem at all pressed to interrupt her efforts as she did.

But it was too late… Greta worked her throat with amazing pleasurable prowess, coupled with the fact that the stallion was already thoroughly warmed up from earlier, Lighting Dust could only watch in horror as the cum she had worked so hard to earn erupted forth. Bursts of warm wet cum firing off, flowing down the beautiful griffon’s throat who greedily sucked down every single drop with a lewd series of slurps.

“You BITCH!!! I’ll kill you for that!!!!!!” Lighting Dust roared, charging at Greta and tackling her to the floor.

~~~~~~~~~ ~~~ ~~~~~~~~~

“W-Where is my husband?” Ms. Cake stuttered in fear after having awoken in the strange room that was obviously not part of the hive. There were stallions around her that she had never seen before, looking at her strangely… not lovingly like a proper master who valued her as another pony. She didn’t feel safe here, but if she had actually been dragged back to Equestria there was one thing she wanted to do. “Please… is my husband here?! I want to see him!”

“Six men put in a request for the rights to your body in the event we recovered it from the changelings. One of them was your husband…” A stallion holding a list said dismissively, to which Ms. Cake seemed to relax at.

But just as the mare was about to ask for further details about Mr. Cake’s whereabouts, she felt the icy cold grip of a metallic object float downwards onto her forehead. In an instant her mind was overpowered and altered. Ms. Cake slumped over as her brain was reprogrammed.

“….Of course your husband is the last pony we would consider sending you to. We can’t afford any pesky love birds rekindling their relationship and drawing the changelings here…”

Escalations (Part 3)

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“If you ever…EVER try something like that again…! I’m gonna-I’m gonna…Aauggh!!” Twilight started, hitting Spike’s chest with weak balled up fists. Emotions overflowing through her as she thought back to the horrors of being trapped within her own mind, unable to do a thing about it.

“You’re back! Thank Celestia you’re okay!!” Spike cried, wrapping the alicorn’s slender bare body up in his arms, rendering her flimsy punches worthless.

“Hey! I’m still mad at you!!” Twilight fumed back, but hearing her talk normally again only relieved the dragon further.

“I missed you so much, Twilight,” Spike said softly, causing the alicorn to finally relax into his arms as the tension died down in an instant.

“I missed you too Spike…” Twilight replied.

“Hmph…” Chrysalis pouted from the corner of Spike’s room with crossed arms. Why anyone would miss the men here was beyond her. Twilight should have been thanking her for separating the two of them up.

“Let’s get that inhibitor ring off you,” Spike said after the long awaited reunion moment had passed, pulling out a key from his pocket. He quickly unlocked the ring, sliding it off the alicorn’s horn as she felt magic return to her body once again. “Just don’t go blasting any holes in the walls just yet…”

“Hehe, fine,” Twilight giggled, relieved at least in the dragon’s trust of her again.

“Now then, Twilight,” Spike said, growing deathly serious all of a sudden. “Chrysalis mentioned that changing stallions into mares with changeling magic was partly your idea. I want your explanation...”

“Oh yes,” Chrysalis shot in smugly, “one of our finest pieces of work, if I do say so myself. Of course anyone would be dying to know the details behind such genius. Go ahead and tell him, Twilight.”

“O-oh…. w-well….” Twilight stuttered, growing swiftly nervous from the dragon’s stare, not exactly as proud as Chrysalis herself appeared to be. “To be h-honest… it’s kind of because of what you just did…”

“What?!”

“You-you… freaked out when you saw the new me! You thought something was seriously wrong with me and you overreacted!” Twilight started. “It was awful! And think of all the other stallions that were close to a mare and what would happen if they were reunited! We aren’t blind to what we’ve done, Spike! We never were! The mares with the changelings still miss their old stallion lovers, but they would have rejected us if we came back… calling us cheaters or harlots because we willingly let ourselves get carried away by the invaders!”

“Twilight…” Chrysalis interrupted, her past smile fading with a faint hint of a growl. “What is this nonsense? You informed me it was meant to serve as a lesson for how the men should learn the proper method of treating a mare. Are you telling me a part of you actually felt ashamed by what you were doing with us, despite my direct orders not to?”

“I’m sorry, Chrysalis,” Twilight shrugged sadly. “But it’s the same thing as before… we can’t control how our bodies feel.” Chrysalis just grumbled again, glaring at the alicorn. Her mind already abuzz with vivid mental images of how she would personally punish the mare once every trace of Appleloosa’s existence was thoroughly destroyed and they returned to the hive with their new mares in tow. Maybe she’ll make the dragon watch, it would be more than he deserved after all.

“Most mares wanted their stallions back with them, but because of how you guys were ummm… acting… back in Equestria, they knew the changelings couldn’t exactly invite them to come and stay at the hive…” Twilight went on. “But at the same time, we knew we couldn’t just leave you all out here! Chrysalis’s plans involved abducting every single mare from Equestria, even if it meant hunting down and training each one herself!” Chrysalis was back to looking smug now. “Even if you men managed to learn how to survive on your own, no one would be able to reproduce without us!” Twilight said, her voice subtly becoming more frantic sounding now. “S-so…. to prevent you men from dying out and keeping Equestria unified I came up with the idea to swap their genders using changeling magic then bring them to the hive! B-but most importantly… I hoped the experience would show the stallions how amazing changelings could be! T-then they would really understand why we let changelings take us! Haha! THEN they would understand and forgive us for sleeping with the enemy! I m-mean they would have done it themselves too at that point! Heh heh…. T-they wouldn’t be able to stay mad at us after that!!!”

Spike just stared blankly at the crazed alicorn. She looked like she was doing her whole freak out routine like when she thought she was late mailing her friendly lesson of the week to Celestia. But Celestia was no longer in charge now… and Twilight’s new mentor had a different idea of how the alicorn’s behavior lined up to an acceptable standard.

“Take a lesson, dragon,” Chrysalis cooed. “This is why I love mares! Unlike your kind, they are selfless! They experience a mind numbing orgasm at the end of a superior changeling cock then goes on to help bring others in to share that experience with them! Heh, Twilight was invaluable in our invasion efforts, in fact all of the princesses were! Celestia and Cadence always seemed to know exactly where mares would be hiding… ripe for the picking. Even Princess Luna would sneak into their dreams at night, learn of their locations for my drones before advising them to drop their defenses… I couldn’t have done it all without their help!” Chrysalis remarked. But the dragon and alicorn couple seemed more focused on their own conversation than whatever Chrysalis was saying.

“C-chrysalis said she would change them back after a while…” Twilight went on, hoping that statement would buy her some points, not comforted in the slightest that the dragon didn’t appear to be seeing her logic. She didn’t know why he didn’t though, it all made sense!

“Mmmmm, yes. I did say that,” Chrysalis cooed with a devilish grin.

“Twilight…” Spike began. “That is seriously the absolute dumbest idea I’ve ever heard!”

“W-What?!” Twilight stuttered, back into total freak-out mode. Did Spike mishear her explanation or something? Did he just not understand?! Her plan was perfect!

“Did you ever stop to think that I like being a guy!?! That I enjoy having a dick!? I don’t want to lose that just so you girls can teach us a lesson!” Spike continued.

“No!! NO!! You-you just h-haven’t tried it yet!” Twilight panicked, feeling the judgmental stare of the dragon glaring at her even more now. “You would l-love it if you gave it a shot! It-it’s amazing what a changeling cock can do to our bodies! It’s unlike anything you’ve ever felt!!” She said, scrambling around the dragon’s muscular body, imaging the changeling’s magic giving her dragon a nice curvy figure, with large bouncy breasts like his friend Ember. Five minutes on a changeling and he would see why they let themselves get taken get in Ponyville those many months ago! S-sure he was mad now… but all she needed to do was-

“TWILIGHT!” Spike yelled, snapping the frantic alicorn from her train of thought as he grabbed her shoulders. “I don’t care who you want to have sex with!! I just want you to be happy and to be a part of your life!!!”

“……What?” Twilight said softly. Did she just hear that right? Her frizzled hair slowly coming down to a more normal state. “It’s o-ok with you that I’m a slut…?”

“It was a bit of a shock, sure,” Spike replied, calming the alicorn, “but I’m not here to stand in the way of your happiness. If you girls all like being naked and having sex all day… then I’ll support you through it.” And if he was a little bit less upset, he probably would have considered adding how much of a turn on that would be to see.

“Oh Spike….” Twilight started, jumping up to the dragon and wrapping her arms around him tightly, pressing her breasts into his firm chest. “I’M SO SORRY!!!” She cried, sobbing uncontrollable as emotions ran wild. “I-I didn’t know!!”

“Shhhh shhhh,” Spike cooed, softly comforting the alicorn. “It’s ok, Twilight. It’s ok…”

“I feel so stupid….” Twilight cried. It seemed so obvious now! But that obviousness only served to deeper her shame in failing to understand it before. Now, the damage from the gender swapping had been done, and it was partly her fault! “How can I have let this happen…”

“Oh can it with the waterworks, will you?!” Chrysalis interrupted. “Don’t let this dragon drag you to its intelligence level! You’ve done nothing wrong, Twilight! The stallions are getting exactly what they deserve being changed into fuckable mares!! The only reason you should feel dumb is from continued exposure to these half-witted monsters. It’s contagious! I’m starting to feel it too…”

Before Spike could reach into his bag of snappy comebacks, Twilight responded to her first with an entirely different statement…

*sniff* “Chrysalis, don’t you see what’s going on?” Twilight said sadly, drying her eyes. “I didn’t want to believe it all at first… but this is exactly what the changelings have been trying to teach us this whole time! The gender swapping idea was ours, and it was an awful idea! This is exact proof why we shouldn’t be the ones deciding these things! It’s not a women’s place! Like they’ve said!”

“Ummm… what?” Spike said, confusedly.

“What do you mean… we?” Chrysalis asked with a raised brow. “I thought it obvious that changeling women were the one exception to that rule…” Which once again, basically meant just her.

“Yes… all women!” Twilight reiterated. “Just like sex, we aren’t meant to be in control! W-we let our lust get the better of us! It’s twisted our sense and cause us to choose the hottest sounding course of action, but not the smartest one! There are a million different ways we could have allowed the stallions to accept us for who we are… but we choose….that! Men have a better grip on their minds, that’s exactly why only they should have the power to decide! Let them do all the thinking for us!”

Chrysalis could be seen releasing a deep growl, obviously conflicted between someone telling her that her plans were flawed, but having that someone being a pony she loved. She couldn’t exactly swear Twilight out like she had with the stallions. This pony actually had worth.

“You forget yourself, Twilight…” Chrysalis said with a warning tone. “I am queen of the changelings… I don’t make mistakes in judgement! Stallions deserve to be punished for not enslaving you before our arrival! The spell served that purpose!!”

“How were we supposed to know mares like being somepony’s slave?!” Spike shot back. Not like his mare friends really wore any of the signs on their shoulders before this. And like many guys out there, they would have gladly fucked their female friend’s brains out if they simply asked… but they didn’t. “Not to mention slavery was illegal under princess Celestia and Luna’s rule! It would have been illegal for any stallion to even try to own a mare as a sex slave!”

“Well fine! The cowardly stallions were afraid of breaking a few laws in order to do what was right?!” Chrysalis shot back, ignoring the other point of mares in power making horrible decisions. “Some men you are!”

Twilight only sighed to herself as she ignited her horn with magic, targeted directly at Chrysalis.

“W-wait… What are you doing?!” Chrysalis said with growing panic now as her body was levitated upwards, powerless to fight back on account of her own inhibitor ring around her horn. “Release me this instant!” She shouted, but Twilight ignored her pleas. Clearing Spike’s bed with a burst of magic, the alicorn levitated the flailing queen down onto the surface, face up and limbs spread eagle. A few series of rope flew out from Spike’s rape kit, something that came fully stocked and loaded in every Appleloosa room. With some quick magical work, Twilight made sure to tie down Chrysalis’s ankles and wrists to the four corner bed posts, making sure the knots were extra tight, rendering the changeling’s naked form vulnerability and open.

“That’s just it, Chrysalis,” Twilight said sadly. “All we have are opinions! And outside of sex, a women’s opinions don't matter compared to a man’s! We both need to learn that!”

“Let me go! I have nothing to learn!!” Chrysalis roared in frustration, partly over the lack of her old changeling love strength. It just wasn’t fair! Had the alicorn pulled this stunt anywhere else in the world she would have easily powered her way out of her constraints and swiftly punished the foolish mare until she could no longer feel her own butt for a month.

“Spike…” Twilight said with a growing mischievous smile. “Do you know that Chrysalis here actually has a stallion master back in the hive?” She teased, flicking the common slave collar that remained forever locked around the queen’s neck. A constant reminder to the queen of what happened when she tried to outsmart a group of stallions. To the other mares of the hive though, they tended to see it as undeniable proof even the mightiest of their gender would fall beneath a man.

“Really now?” Spike said with much growing interest.

“Oh yes! The hive is a very public place! We all saw every naughty little thing they used to do! A very handsome and smart stallion… he’s spent weeks trying to train Chrysalis into a proper little sex slave, like any women would be happy to be… But she’s very stubborn, always resisting his efforts, even though her moans when he fucks her holes shout out that she loves it!” Twilight cooed. Chrysalis’s face blushed red in embarrassment, not something Spike really thought she could do from one who strolled around so casually naked. “Chrysalis… before the invasion, you alone gave birth to your swarm. Thousands upon thousands of them! I know you’re just a women, but come on! Even you have to see that you are literally the last one of us who should be thinking she is meant for something more than just sex and breeding, let alone leading an army!” Twilight giggled, fully realizing how ridiculous the female changeling being allowed to operate this whole time sounded. “But that stops now! You have to learn we can’t just do whatever we want! We’re slaves!”

“I am not one of you!!” Chrysalis shouted. “I should have been ruling over all of you by now! And if you know what’s good for you, you will release me, now!!!”

“But you are one of us!” Twilight reaffirmed, not backing down in the slightest. “Your body is built just like any other mare! A womb to grow our offspring, wide hips for childbearing, breasts to nurture them with milk… all of it setup perfectly to be sexually appealing to men! Do you think we were meant to have a superior brain to stallions over all that?! The universe is sending us all the hints we need, Chrysalis!” But no matter what the alicorn said, the changeling was hearing none of it, still struggling in vain against the rope holding her. It was like trying to reason with a brick wall! It was honestly the worst case of female disobedience Twilight had ever set her eyes upon. Even the most misbehaved mares back in the hive would have acknowledged her points. This called for a more drastic measure.

With her magic, the alicorn levitated out a smooth crystal dildo from Spike’s kit over to her hand, where she dealt the tip a few quick sensual licks to prepare it. “Spike, we’ll need to take over her master’s training if we want to get anywhere with her. It won’t be easy….. on her…. but I think you’ll like this! Back in the hive, I spent a few days developing this certain spell for even the most troublesome mares, all of which had trouble obeying their owners like proper submissive sluts. Funny thing was, it worked 100% of the time! Hehe! The mares never questioned their master’s desires after that!” She added with an impish wink to the frightened changeling. Twilight quickly enveloped the entire room in a sound proof bubble, ensuring no one outside would hear what was going on inside. Which was imperative, seeing as it was about to get very very loud!

Spike wasn’t sure exactly what the alicorn had in mind… but if it meant taking down the annoying changeling queen a peg, he was game for whatever she had in store!

With another burst of purple magic, the crystal dildo came to life, humming at a rapid pace in the alicorn’s hand. “If you’ll do the honors!” Twilight said cheerfully.

“With pleasure!” Spike grinned, taking the end of the vibrating cock before lowering himself in front of the changeling’s entrance. With an obscene noise Spike pushed the crystal tip in, the translucent shafting easily penetrating the queen’s slick royal folds.

“Ahhhhhh!” Chrysalis moaned as the entire vibrating length of the cock was thrust into her cunt where it seemed to make itself at home, wiggling itself deeper. Magically firming its position in her passage so as to not be easily removed by the changeling’s movements. “Is this your plan? To tie me down and make me cum to teach me a lesson? HA! Do your worst!” Chrysalis said between moans as the toy did its work on her cunt. It was a superb work of magic, she had to give the alicorn that. It buzzed relentlessly against her walls, each small touch granting her brains tiny sparks of pleasure.

“Ooooo, yes!” Chrysalis moaned without the slightest bit of shame, bucking her hips upwards as the toy drove her even closer to orgasm. Twilight and Spike stepping back to watch her intently.

BzzzzzZZZZZZZZZ…

Chrysalis could feel it increasing in power as she neared her much desired release. The crystal cock seemingly having a mind of its own as it moved itself, discovering just the right spots to jackhammer against to drive her mind wild. Her tight folds were clamping down already, as if expecting the shaft of the toy to pump her full of gallons of sticky fertile cum any second.

“Yess! Yessss! Come on!” Chrysalis moaned, urging the toy on as she neared her peak. She briefly considered playing her orgasm out, just to rub it in the couple’s face. The toy increasing its pleasure along with her as it drove her wild. Just a little bit more and…..!

The toy stopped… dying down to a faint whimper!! A mere second away from driving the changeling into a sweet mind numbing climax!

“WHAT?! Keep going you worthless piece of junk!!” Chrysalis screamed, bucking her hips wildly in her restraints to urge the toy to let her cum.

To her surprise, the dildo starting vibrating once again, the changeling queen quickly moaning as its efforts resumed on her overflowing cunt. It quickly brought her back to the brink of orgasm… only to stop again! This time slowing to a aggravating relaxed pace, keeping the queen inches away from cumming. A mere flick of her clit would be all it would take to reduce her to a screaming climatic mess.

“NO! Let me cum!!! Let me cum!!” Chrysalis shouted in desperation, fighting against her bondage to finish herself off with her own hands, but the knots held her limbs down firm. The toy was slowing and stopping rapidly now… bringing her to the brink repeatedly but never giving her the pleasure of cumming. Each passing second was mind melting to the horny queen who had gone for too long in her life without the comfort of a good climax.

“See…she does behave poorly,” Twilight sighed to Spike, looking at the queen struggle in vain against her rope. “No women should ever feel the desire to masturbate to get themselves off. It’s up to our masters to decide when we can cum! Seriously! She taught us that!”

But Spike was too busy watching in delight as the bitchy changeling was endlessly sexually tortured. He couldn’t lie, it was a turn on seeing a women driven crazy like this, and it was even more of a turn on seeing Chrysalis punished.

“Chrysalis…” Twilight cooed gently, the alicorn flying up and softly landing atop the struggling queen, breasts pressing into each other. “Please, just relax… this is for your own good.” Twilight said stroking the queen’s head in an attempt to comfort her. But from the queen’s struggles it was obvious she wasn’t taking the alicorn’s advice at the moment. “Please, Chrysalis! Accept that you shouldn’t be in power! Anyone with a cock is more fit to rule than us! Learn to obey what men want! They know what they’re doing!” Twilight urged. Even though they were fighting against them, Twilight had to admit the evil stallion’s plan was amazingly effective. But a stallion faced up against a women wasn’t really a fair fight. The changelings were bound to lose sooner or later as long as Chrysalis clung to the throne.

“You m-mean tho-se MONSTERS!! Ahhhhh!!” Chrysalis said between moans, fighting against the toy’s efforts to suspend her indefinitely just shy of the point of cumming. “I will never obey…Ahhhhhh… a r-rapist’s commands!”

“Not them!” Twilight corrected. “Good stallions! Men who had proven themselves kind and caring to women! Men who have proven themselves responsible enough to own another pony as their property! Men like your own master… or all the other stallions back in the hive!” Twilight cooed, gesturing the dragon over with a spare hand. The dragon slyly approached the changeling from the top post of the bed. Already playing along, Spike swiftly pulled down his pants and kicked them to the corner, holding the base his cock in one hand… just slightly above Chrysalis’s face where he can clearly see both her eyes on either side of his shaft staring directly at it as he lets the changeling get a good long whiff of his musk.

With one amazingly soft hand, Twilight reached forward, stroking Spike’s cock lovingly for the very first time as Chrysalis watched with envy from below. Spike groaned as the alicorn playfully pumped his member. A touch of precum was seen squirting out from the tip, one that Chrysalis quickly extended her tongue to catch, only to helplessly watch as it was stolen away by Twilight’s hand.

“Amazing isn’t it?” Twilight cooed, thoroughly licking her hand clean before returning it to work on Spike’s cock. “A few inches of meat between their legs… That’s all it takes to reduce our gender to a quivering moaning mess on the ground. How could we possibly think we have any right to order someone with a cock like this around!?”

“Ooooo-y-you’re wrong!” Chrysalis moaned through the haze of lust plaguing her mind. But she couldn’t think of why she was wrong, in fact, a part of her mind was even seeing some truth to the purple pony’s words. It wasn’t helping her thought process seeing that the crystal dildo was increasing in length now, contorting its shape and texture to aid its task in driving the quivering changeling wild. It was like the toy cock was urging her to see the alicorn’s point of view… to have her accept that she was a women and that women were more likely to be wrong.

“Face it, Chrysalis!” Twilight went on, sensually rubbing her hips and breasts against the queen she was seated upon. “Our lust makes us vulnerable and helpless! But that’s perfectly ok! We have our strong masters with cocks to take care of us! Let them take charge! Let them protect us! We don’t have to do anything but smile and let their cocks cum inside us! Doesn’t that sound easier than what you’re doing! Doesn’t that sound wonderful?!? Think of all the pleasure cocks can give us!!” Twilight exclaimed, making the crystallized toy thrust deeper inside the quivering queen every time she spoke the word ‘cock’.

In Chrysalis’s pleasure addled mind, the idea did seem amazing now for some reason. She could just pick a long… hard… tasty cock. Firing off and coating her insides with its amazingly tasty life giving cum! Why was she always so angry at men anyway…? They had those wonderful pleasure granting cocks dangling between their legs! Being angry at them would only drive them away! Why in the world would she have wanted that?!?! The crystal cock buzzed harder again inside her, growing slightly larger. Encouraging this line of thought.

Chrysalis’s brain went on to realize its epiphany. An honest caring master had plenty of mares to choose from…! She would never attract one like this, it was a miracle her own master hadn’t gotten rid of her by now! No… she had to learn her place! She had to be as submissive and docile as any other mare if she wanted to secure her future servicing a cock!

“Goooood… good!” Twilight cooed as she noticed the changeling queen slowly coming to terms. “Don’t fight against them... just give in. Let men win… Everyone will be happier this way! Let them and their cocks ravage your body!”

“Y-y-yesss!! AHHHH!! That s-seems magnificent!!!!” She cried now. She didn’t have to ruin herself just to work and overthrow the stallions! She could have just laid back and let her master’s use her body like a tool for their own stress relief! They would have handled the problem just fine without her!

“Goooood girl,” Spike cooed, egging the changeling on, waggling his cock from side to side over the queen’s view to catch her attention again. “I bet a nice cock in that hole would make you cum a hundred times over.” The idea of cumming was all to appealing to her.

“Pleaseeee l-let me cum!!” Chrysalis begged like a bitch in heat now. “Pleassssse I want to cummmmmm!!!!”

“Oh I would love to let you cum…” Spike went on, a toothy grin crossing his face. “But only well behaved girls are allowed to cum… Do you know your place little slut?”

“Y-yes! I’m a good girl! I know my place! I’ll do whatever you ask of me!!”

“Do you think women should ever talk back to a man?!”

“N-NO!!” Chrysalis shouted now as Twilight devilishly increased the intensity of the vibrating crystal cock, making sure the life lessons were forever embedded in the queen’s brain.

“Do you think you are fit to be queen of the changelings?” Spike added.

“NO! AHHH!!” Chrysalis shouted even louder now, bucking her hips endlessly, seeking that sweet release. “A-anyone with a c-cock is more fit to rule than me!!! Please let me cum now!”

“Do you think turning stallions into the female gender was a good idea?!?!”

“NOO!” Chrysalis shouted now. It was all so clear to her, she would be ruining perfection. The world needed more cocks! Cocks that was assault her from every angle… filling up every hole… showering her in baths of searing hot cum that covered every bare inch of her body… she wanted it! No, she needed it!!

“Well… if you’ve lying, it would be easy to strap you back down and do this again,” Spike mused slowly, taking extra-long to talk just to drive the changeling wild. “Maybe leave you like this overnight to let you think about what you’ve done…” To Chrysalis’s horror, it had only been a few minutes since they started. To her, it felt like she had been doing this for an eternity!! Tears of frustration were streaming down her cheeks.

Being extra sure he was seen taking his time, Spike swapped places with Twilight, angling his rock hard and ready cock at the changeling’s overflowing sopping entrance. With a grin he slowly removed the buzzing crystal vibrator just as it left the helpless queen in a prime position.

One thrust was all it took. Like a spear, Spike drove his rigid member inside the queen’s begging entrance. And just like that, Chrysalis’s mind was gone in an explosion of unfathomable pleasure. Her back arching as she screamed louder than she had ever before as velvety walls clamped down on Spike’s cock like an iron vice, keeping the dragon member in place.

Spike couldn’t help but hold his own smug grin as he watched the changeling queen below writhe and thrash in her binds. Her juices squirting out in volume, completely soaking his mattress damp. Chrysalis’s mind could barely handle the complete and utter overload of pleasure that washed over her. Her body having been tasked with responding to the most intense climax she had every experienced before. Every single nerve in her body was crying in out overwhelming sensation, all of which beat at her mind without relent. The lessons she had been thought flying into her brain, as if wanting to teach her to behave from now on if she ever wanted to feel this level of pleasure ever again.

Even as Chrysalis collapsed onto the bed, unconscious, her body still continued to writhe on its own as the aftershocks of her climax continued to shock her system.

Spike stared down at the changeling, her tongue lolled out of her mouth with a glazed unfocused and unconscious eyes. He had to admit, he felt a bit of satisfaction from the whole ordeal, already confident the changeling would think twice before taking the same tone with him again.

“Heh, I don’t know what the changeling’s do to our friends, Twilight, but if I got to do that to them, I think I might actually grow to like this whole thing…” Spike snickered. Turning around, however, the dragon was greeted with the sight of the purple alicorn princess diligently licking clean the changeling’s juices from the crystal cock.

“You aren’t done yet, big boy,” Twilight winked at him, dropping to her back and inserting the crystal vibrator into her own wet snatch. She held part of the blame after all, but unlike Chrysalis, she was a good girl and completely willing to take the punishment she deserved. The toy didn’t waste a second to resume the same buzzing torturous treatment on the alicorn’s slick walls as it had with the changeling queen.

Twilight held back from her nethers without restraint, allowing Spike a full unhindered view of her welcomed punishment. The absence of ropes only serving to demonstrate her own self-control that Chrysalis lacked. She would let Spike decide when she had had enough… and finally granted her the gift of cumming.

Spike took a deep breath as his cock gave an involuntary twitch from the show. Maybe supporting his friends through their new lust crazed life style would be a bit more enjoyable than he had previously thought…

~~~~~~~~~ ~~~ ~~~~~~~~~

Back over in Soarin’s apartment, the mood had switched over the past day to some a bit less erotic. Shortly following to delivery of Greta, the situation had descended into something more of eerie suspense. From his window side view down to the Appleloosa streets below seemed more… cold and empty. There were no more sounds of noisy conflicts, no more mares put in the stocks and publically humiliated, and barely even any ponies at all were seen walking around! And when they did finally spot a mare being led by a leash, it seemed as if the mare appeared eagerly willing! Given Appleloosa’s standards, that was the new strange!

Soon after a strange package even starting arriving for them. A bunch of ominous golden shaped halos. Greta always seemed to get extra excited when she saw one, always begging Soarin to put it on Lightning Dust’s head, saying that ‘she’ll love it!’ or ‘she’ll finally know true happiness!’. Of course, Soarin and Lighting Dust refused, sensing something was fishy about the whole thing. On top of that, Soarin had to refuse Greta’s repeated requests at sex, usually coming up with some excuse other than outright saying it would be too weird to do her….. not because he was a racist or anything… cause, you know, he wasn’t… But no matter how many times he turned her down, she kept on asking shortly later with the same excitement and eagerness. They already had to lock her in the cage at night just so they could feel safer from the griffon’s lust.

Shortly after they spied exactly what the rings were for, as they saw a helpless mare on the streets below placed under its horrifying effects. And from how the mare started acting… it seemed pretty obvious that Greta was under the spell the entire time. Which really screwed up Lightning Dust seeing as she didn’t want to feel conflicted in her hatred over her new female roommate. As Soarin heard her put, the griffon had swooped in one day and swallowed a load of her future children… kinda dark when you put it that way.

But they had bigger problems for the time being. The ominous rings keep coming to their room as quickly as Soarin could throw them away. Now with more urgent notices, saying it was the law to present it to any and all female sex slaves the head of household happened to be in ownership of. It was as if whoever was in charge knew he wasn’t putting it on his mare’s head…

~~~~~~~~~ ~~~ ~~~~~~~~~

*Knock knock knock*

The trio in the apartment fell silent, wanting to pretend no one was home. Of course not all of them exactly shut up. Lighting Dust had to tackle the ditzy griffon, cupping her hand over her mouth to keep her from babbling on. No one dared to make a move.

After a few moments the mail slot squeaked open, and another golden ring slid through. Footsteps were heard stomping off afterwards, signaling the coast was now clear once again.

Another damn ring delivery to deal with. It was like they couldn’t take Soarin’s no as an answer. And he was a stallion! His no was supposed to actually mean something in this town. But from the corner of his eye, he spotted something a tad off with his mare…

Lightning Dust couldn’t help but note something was different about this halo. It was almost as if it were calling out to her… urging her closer to it. And if there was anything Lighting Dust loved to do now, it was doing what she was told. She released Greta’s mouth and hopped down off the bed on all fours, unable to tear her eyes from the wonderful golden ring.

“Ummm, Lightning? Something wrong?” Soarin asked with concern to his pet. Lighting didn’t answer, only started to crawl towards the ring… slowly at first but then picking up pace. “W-What are you doing, Lighting? Stop!”

Her owner’s words were lost on her. The fabulous looking ring was calling out to her even more now. She couldn’t explain why… it just seemed so amazing! She had to put it on!

As the mare crawled closer the ring began to wobble towards her on the ground, itching for that moment when it could leap onto the pony’s head and suck every delicious trace of unneeded intelligence dry.

But Soarin had already leapt from his bed with speed worthy of a Wonderbolt, catching the golden halo just as it jumped off the floor towards Lighting’s head. Not wasting a single moment longer, he threw the dark magic laced ring out the window, closing the glass behind it.

Lighting Dust slowly came to… not fully realizing what in Celestia’s name just happened. She had to shake her head to clear her eyes which had been replaced with beating hearts, and her tongue was dangling from her mouth similar to as if she were getting railed. But she soon put together that she had been briefly controlled by an ill placed want it need it spell! The pegasus mare quietly curled up into a ball on the floor… shaking in fear.

“W-Why are they doing this?!” She cried, on the verge of tears. She didn’t want to turn into the dumb bimbo Greta was, but she was just now remembering how little of a choice mares had here. “Mares in this town have already surrendered their lives, bodies, and innocence to stallions, but that wasn’t enough?!?! They want control over our minds too?! I-I thought I would be safe if I just played by their rules… but no one is safe here!!”

Soarin placed a comforting hand on the shaking pegasus’s arms, hoping to reassure her. There wasn’t much else he could do, and he was sick of making up excuses for the actions of his gender. He couldn’t imagine what it felt like to be a mare living here. In some ways he thought they were stronger than him for even putting up with it. “Don’t worry, Lightning! I’ll protect you from whatever is going on here. You have my word…”

“Heehee! Nothing weird is going on, master!” Greta giggled from the bed, not affected by the negative emotion in the slightest. “Just put it on her! She’s a baaaaaad mare! It will help her be gooooood!”

“Fuck you, Greta and thank you, master,” Lighting Dust mumbled, “but you can’t protect me forever in this horrible place! I just know it! They’re going to get to my head sooner or later! I’m going to turn into one of those things!” She said pointing to the griffon, extra annoyed the other women didn’t react to her insults in the slightest. In a way, she missed Trixie for that. She hoped the unicorn was faring better through all of this.

“Wait a second… that’s it!” Soarin said.

“What?”

“We’ll just leave Appleloosa! Hop on the next train and make a life somewhere else! Far away from this Tartarus hole! We’ll never have to come back!”

“R-really?” Lighting asked, looking up now with hope. “But what about the changelings out there?”

“I’ll take my chances with them…” Soarin shuddered, imaging himself as a mare for a brief moment. Not exactly something that appealed to him all that much… “But you deserve better than this, Lightning, to hell if it’s illegal!”

Two lengths of leashes later the stallion had his two women on the ground and leading him out of his apartment with only a pack of supplies on his pack, conveniently still packed from the last time he intended on helping Lightning Dust escape. And of course he couldn’t just leave Greta behind. It was obvious she wouldn’t survive here alone, and he was hoping whatever spell that had a grasp on her mind would wear off in a few weeks. Soon after the trio had departed from the room, the two women rightfully crawling on all fours in an effort to blend in as their master lead them to a better life somewhere else far away.

Of course even with that, Soarin wasn’t feeling like much of the kind gentlecolt for his actions, mostly because he was caught up in the moment of watching his two pet’s naked rumps and breasts sway from side to side as they crawled on their hands and knees in front of him. He could certainly see why the stallions had made the mares do this over walking.

As they reached the streets of Appleloosa, it became all too clear what they had suspected from the window. The place looked like a ghost town! What was once a happy and joyous auction block where men of all backgrounds could congregate and discuss political matters of the day while buying the most attractive mare sex slaves their bits could afford, was now barren and empty. The general stores, featuring common every items such as roofies, chloroform, drugs, and gags, was deserted as well. Even the stocks that always happened to hold a pair of disobedient mares inside, awaiting punishment from a swift and brutal male cock, were empty. All that was missing to top it off would be a-wait… yeah there it is… a tumbleweed rolling on by.

“W-where is everyone?” Lightning Dust asked. She didn’t know whether to feel nervous from the empty streets, or relieved there weren’t any pigs to gawk at her udders. In fact, she was probably safe to stop the whole crawling act, but the thought never occurred to her.

“Give me back my wife!!” The trio heard shouted in the distance. Over at the end of the block, Soarin spotted a pair of stallions fighting over a mare in a tug of war, the ditzy mare seemingly taking the whole experience as if she were on a fun roller coaster. One of the stallions fighting over her got the upper hand, tugging the mare’s body to him with a loud and taunting grunt.

“HA! She’s mine now, sucker! Have fun with your blue balls while I plow this bitch’s cunt full of my-” The stallion didn’t finish his sentence as Carrot Cake plowed his fist square into his cheek, knocking his wife’s new ‘official’ owner out like a dim light.

“D-don’t worry, sweetie,” Carrot Cake stammered, not wasting a moment longer to deal with the stallion as he scooped up his unfocused wife in his arms. Which, he couldn’t help but note how much easier it was to carry her body now… The fat and pudgy wife he once knew before all of this was gone, now ‘improved’, thanks to the changeling’s magic. The two most obvious changes were her stomach was as flat as any super models, while her breasts seemed to have been magically expanded at least three cup sizes. But Carrot Cake didn’t care about any of that at the moment. “We’ll get you out of this awful town. Don’t you worry about a thing! I-I’ll get back to normal, I just know it!”

“Hmmm, cock?” His wife cooed as the stallion holding her spewed out a series of confusing words. Nothing a mare like her was meant to understand. All she needed to know was the wonderful thing hanging between the man’s legs.

Soarin and Lightning Dust gulped as they headed off in the same direction as the stallion carried his wife. Directly towards the train station…

As they arrived, they finally saw some sign of a living population in the town. Other stallion and mare groups were seen a plenty, all waiting for the train. Disturbingly to Greta, none of them were having sex! Why weren’t the men fucking their slave’s brains out? Was something wrong with their cunts? Women really were completely useless for the one thing they were good for!

Soarin gulped as he walked up onto the platform. No stallion else seemed to pay him or his pets any mind, all to focused on their own, of which all seemed to have been placed under the same dark spell. Filthy Rich was seen shaking while clutching a nude and loopy Diamond Tiara and Spoiled Rich in his arms… although Diamond was clutched much more tightly. Hondo Flanks had managed to find and keep his wife, Cookie Crumbles, from the others, but like Cup Cake her body had been magically adjusted to appear more attractive and insisted on pawing at the stallion’s pants. Even Night Light was seen with Twilight Velvet, making promises he didn’t know he could keep.

The entire scene was surreal to Soarin and Lightning Dust. For an entire town dedicated to the rape and abuse of mares, the ponies here didn’t seem all that bad! Never had they been so thankful for abnormally acting ponies!

Not long after the awkward waiting session had begun, the train leading out of town soon arrived for the many ponies, who thankfully boarded without another moment to lose. Like the others, the train was outfitted with extra-large steel barred pet cages in every other cabin, and even below the seats. Expertly designed for securely holding any and all mare merchandise for their owners. But no one even used them, instead opting to personally hold the women in their arms.

Soarin found an empty pair of seats which he quickly took. Lighting was seated in his lap with Greta pressed up against him to his right, both naked women held tightly in his arms as if someone was just bound to come up and steal them away from him. With a sudden lurch, the train started moving, slowly picking up speed as it began its journey away from the horrid town.

“Good… we’re safe now… Don’t worry girls, nothing’s going to happen to you,” Soarin breathed with much relief.

“But I want something to happen to me!” Greta happily chirped.

“And don’t worry Greta, we’ll get you fixed…” Soarin went on.

Greta paused, confused. There was nothing wrong with her besides everything that was normally wrong with women. She acted exactly how any women should, horny and slutty cock sluts! But at the same time her master was a man, so he couldn’t be wrong! This one would probably require a bit of thinking on her part… again…

As the train rolled across the tracks Lightning Dust noted the other stallions doing the same with their lovers. Almost as if they got what they wanted from this place and were already on their way out before even more damage could be done to them. Why had she never seen these decent stallions before? They weren’t ruthlessly fucking their mares. And they were mares they had recently rescued from the changeling’s stronghold, and therefore they had every reason to be mad at!

“The other guys are probably ashamed at what they’ve done here,” Soarin said to his slave noticing her wonder. “Knowing the things we’ve did… they probably think their mares were right to leave them.”

“But it looks like they actually care about them… for more than just their body! I don’t really care what they may have done before all of this, I think the mares here deserve guys like this!” Lightning said with a smile, looking out the window.

The thought hadn’t really occurred to Soarin, but the other stallions here were pretty composed and respectable. “You know what? Maybe they do! They seem like perfectly nice stallions! Maybe we could even use their help! Wherever we are going, we could start a new community with them!”

“Umm… S-Soarin?” Lighting quipped suddenly.

“We can find a way to fix their mare’s minds, and we could even treat you girls better than Appleloosa ever did!”

“That’s g-great… but uhh, master?”

“It’ll be just like the good old days with a striving wholesome community where everypony looks out for each other! No more kidnapping and selling our own kind for useless golden bits!”

“Master!!”

“Oh… what is it, babe?” Soarin asked the mare who had been trying to get his attention for quite some time.

“The train is flying…”

“Oh…” Soarin said, looking outside the window as he noticed the train was now far above the tracks. “I-Is that some sort of new feature they installed into these things?”

But to his dismay, it wasn’t. In fact, to his greater dismay, there were changelings flying outside… holding the entire train up in the clouds with their magic! Much closer to Appleloosa now than they should have ever been able to reach!! Other stallions quickly notice the odd turn of events and slowly starting to panic.

With a fiery pop, one teleported inside, directly in front of Soarin!

‘Oh gods! It’s the changeling invasion all over again!!’ Soarin thought, sweating bullets. He didn’t know what was sadder. That his wholesome community would never come to fruition, or that he had been caught by the changelings not ten minutes after leaving Appleloosa! But either way, he had lost everything. His life as a free male was over…

The changeling extended an arm, reaching out to grab the nearest women from his grasp.

“No!! Let her go!” Soarin roared, other stallions in the cabin putting up an equal fight as more changelings teleported inside and attempted to take their women. “I’m not letting you have her you greedy bastards!!”

But Soarin may as well been trying to stop a tidal wave with his own two arms. The changeling just glared at him, igniting his magic for a brief moment, easily restraining the struggling stallion as if he were no more than a mare.

Soarin could do nothing more than watch in horror as the changeling turned his attention to the ditzy lopsided griffon he held up with a grasp on a single arm. Obviously intending to rape the griffon right here and now in front of him.

“Weeeeeeeeee!” Greta said as she swung from the one arm the changeling held her up from. On Soarin’s second thought, it was probably impossible to rape an always willing women like Greta…

But the changeling only glared harsher at the griffon. With a bright flash, the creature shot a concentrated beam of magic straight at the griffon’s skull. Soarin watched Greta groan as the magic hit her, the griffon shuddering from the impact. But nothing visible seemed to happen! Her breasts didn’t expand to ungodly proportions… or anything on her body for that matter changed to be more appealing.

Without a word, the changeling handed the griffon back to Soarin, whom he released from his magical grip. Soarin wordlessly took the griffon women in his arms, not believing or even knowing what was going on. Silently, the changeling turned and walked off to repeat the same process for other mares down the row of seats.

But in his arms, Greta softly stirred… only to speak in a normal voice the stallion had not yet heard before.

“Ugggghhh…. someone is going to pay for this…”

Escalations (Part 4)

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“Just make sure you’re on your best behavior, Twilight,” Spike ordered the leashed purple alicorn crawling by his side as the pair made their way through the decorated halls of Blueblood manor. “If we want to talk Blueblood down from this crazy plan, we aren’t going to get far if you’re shooting lasers at him between every sentence!”

“Hmph, fine!” Twilight huffed, blowing upwards against her hair. She would had loved to blast a Blueblood shaped hole in the wall before, but seeing as Spike had just ordered her, it didn’t seem like she had much of a choice to now. But she knew how important this meeting was, and what it could mean for the remaining female ponies trapped in the town. He was right, she had to be good!

“Ok, you ready?” Spike asked, after having arrived at the door to Blueblood’s room. Twilight nodded crawling up to the wooden frame.

Pushing open the grand doors the duo was meet with the sight of… nothing. Blueblood wasn’t there! Celestia and Luna’s bodies had been discarded on the bed sheets like used rags, but there were no signs of the white unicorn stallion. He was gone…

“Wha… he’s always here? Where’d he go?” Spike said confused as Twilight rushed to the two princesses’ side. Sadly, there wasn’t much she could do for them.

“Lord Spike!” A dark brown pegasus guard called out, running up to the dragon. “The prince! He is nowhere to be found! We combed every inch of the manor… and Appleloosa for that matter! There’s no sign of him!”

“Not much sign of anypony else for that matter,” Flash Sentry spat, walking up to the group. “Bunch of limp dick cowards is what they are. Would rather flee town and surrender to the changelings than get their dicks wet and live like a real man…”

“Yes… well on that matter… Mr. Sentry is right, there has been an alarming drop in our town’s population recently… Which doesn’t take a genius to decipher that’s why the changelings are getting closer to our town by the hour…. Leading to even more of our residents fleeing with their slaves in tow.”

“You don’t think Blueblood was one of th-” Flash Sentry started before being promptly interrupted.

“No!… Blueblood would have seen this to the end,” Spike said, “even if he knew we were going to lose. This doesn’t make any sense!”

“Well in any event…” The royal guard said, “In his absence, the highest ranking official is you… Sir Spike. The town is growing more freighted with each passing minute. We need your guidance on how to proceed!”

“M-me?” Spike stuttered, having difficulty believing what was happening.

“Great… put the dragon in charge,” Flash Sentry scoffed. “We don’t need him, it’s obvious what we need to do! Stop talking and just rape the nearest cunt you can find some more!”

“We’re raping as fast as we can, sir!” A voice called out downstairs.

“No!” Spike shot in suddenly, grabbing the attention of Flash Sentry and the royal guard. “I mean… our protection field of hatred is failing… the changelings are going to be here in a matter of hours no matter what we do to our mares! There just aren’t enough ponies left to make a difference!”

“Soooo w-what are you orders, sir?” The guard asked.

“Load up every mare you own and make a run for it before that happens. That way at least some of us will escape to fight another day. Try to regroup at Dodge Junction and we can plan our next course of action then…”

“Uggg fine,” Flash sighed, the royal guard already having bowed and ran off to inform the others. The pegasus figuring any time he could spent arguing against the moronic plan was time he could be using to run off with his tail between his legs.

Twilight silently crawled up to Spike’s side as the vile orange pegasus stomped off.

“You know the changelings are going to catch them all, right?” Twilight quietly asked. “They probably have every drone in the hive forming a tight perimeter around this town.”

“I know,” Spike snickered. “I figured it would be fitting for the rapists to feel powerless and at the mercy of someone else for a change. And of course, heh, for their mares to be there to see it...”

~~~~~~~~~ ~~~ ~~~~~~~~~

Back over at the hive, the team was gathered around the circular war room table with a map of Appleloosa front and center.

“The male ponies have been seen… fleeing the town’s vicinity.” A drone reported. “With their train out of the picture, they are resorting to loading their caged captives onto carts and running off in every which direction. Their desperation is palatable.”

“Are-are they really that stupid?” Jet Set asked honestly to the group. “I mean, these guys are part of our gender, so I can’t help but feel slightly dumber that they would even try something like that. They should know they aren’t going to get a mile before their captured!”

“Just capture and detain for now. Help the mares if their minds are not their own,” Royal Pin ordered the drone, who nodded and turned to walk away, only to be stopped as Neon Lights went on to add, “And don’t harm the stallions! That includes turning them into mares! No more of that!” The drone nodded again before vanishing from the room in a bright green flame.

“Maybe Chrysalis scared them all away with her anti-male rambling,” Neon Lights chuckled. “I couldn’t blame ‘em!”

“I must say, it is rather nice having this whole process to ourselves without her input,” Fancy Pants said. “Quite fortunate for us the queen decided to venture off on her own. Otherwise I fear those captured stallions wouldn’t have stood the slightest chance,” He gulped. As nice as it was being one of the few stallions in a hive full of horny attractive mare pets always hungry for cock… he would have much preferred it if he wasn’t one of the last stallions on the planet after this.

“Uggggggg……. my head,” Shining Armor groaned, stumbling into the room, dizzy as all hell.

“Oh, Shining Armor!” Jet Set said. “Welcome back to team…. penis… I guess.”

“Mmmmmm, hey babe, enjoy your little vacation from malehood?” Cadence giggled, seductively crawling up to her husband’s side, brushing up against his legs. “You must miss what it’s like to be on the winning team… so ready to break that tasty hunk of stallion meat in?” She cooed, batting her eye lashes at the junction of Shining Armor’s two legs.

“Your crazy kinks are going to be the death of me…….” Shining groaned, pushing Cadence to the side and walking up to the table. “Where is Twilight?” he asked, looking around the room he only saw the other students playing around with each other, but his sister was nowhere to be found. “I want to have a word with her…”

~~~~~~~~~ ~~~ ~~~~~~~~~

Back over in Spike’s room the dragon and pony couple were back on the couch, fooling around. Unbeknownst to either of them, the changeling queen on the nearby bed had silently awoken and feigned continued sleep as to not arouse attention back onto her for fear of being the target of yet another moronic attempt to convert her from her correct ways. Her mind wouldn’t be able to stand being treated like that for long and could only dread that she might actually give into their demands of her sooner or later! She could only listen in to the couple’s conversation for now as she planned her next course of action that would accomplish her goals.

The purple alicorn was currently seated on her knees in the dragon’s lap, her chest facing him at a perfect eye level. Spike himself was currently in a lust like trance, completely lost in the memorizing pull the two perfectly shaped and sized bouncing tits in front of him had. It still boggled his mind to no end that not only was he fully free to grab and grope them, but Twilight actually wanted him to!

“W-Wow, these are just… amazing, Twilight….” Spike spoke, not tearing his eyes from the prize. “I never really got the time to tell you that before but… they’re perfect!” He said, sliding his hands up the side of her hips before finally cupping the underside of the mare’s soft bare breasts, feeling their weight and welcoming form in his hand. They were practically the size of melons, and yet, they defied gravity without the faintest hint of a sag. Without a doubt, much larger than the pair Spike remembered the alicorn having since before she was taken by the changelings at the start of their invasion. As iffy as the changelings were in his book, he had to admit this change they made earned some points with him. “What cup size are these now anyway?”

“I wouldn’t know. I haven’t really been trying on any bras lately after all,” Twilight giggled, hugging Spike’s head while pulling herself closer, allowing the dragon a better look at her voluptuous milky orbs.

“Heh, after all the trouble I went to trying to sneak a peek at these things while we were living together… it’s kinda overwhelming to just be handed them like this! Heh, not that I’m complaining…” Spike snickered, sinking a total of ten digits into the pillow like flesh.

“Hehe, you weren’t exactly subtle either, Spike,” Twilight laughed as she soaked in every ounce of delight sharing her body with the dragon brought. “We all knew you were looking down our shirts every time we bent over. Or all those times I was drying off from a shower and the door just magically happened to have opened a crack?”

“Uhhh… w-what can I say?” Spike chuckled nervously. “Heh heh, it helped me get through all those years of Rarity rejecting my advances…”

“Yes, I know,” Twilight replied, kissing the dragon on the forehead. “Rarity knows it was wrong to do that now and she’s sorry. Guys having frequent and pleasurable releases are almost as important as us girls. We shouldn’t have been such prunes! It was just selfish!”

“You don’t really need to apologize for anything, Twilight,” Spike chuckled. “I think if there was one thing you girls are trying to tell us through all this is that we could have treated you all better. So that’s exactly what I am going to do.” Spike said, his member giving a slight twitch in agreement. He no longer cared if it was weird or if anyone else would see them as strange. All he cared was what Twilight wanted.

“Mmmm, thank you, Spike…” Twilight replied softly. “Nothing would make me happier…” Leaning in, Twilight planted a long sensual kiss square on the dragon’s lips which Spike was more than happy to eagerly return with as much passion as he was met with.

To their side though… a certain changeling couldn’t help raise a brow as she felt-

“My queen!!” A drone was suddenly heard shouting out, bursting through the doorway. “The town is ours! We’ve captured the town’s population and are awaiting orders!”

“It’s about TIME!” Chrysalis suddenly shouted, lunging up from the bed, startling the dragon and pony who were already a good deal surprised from the drone’s abrupt entrance. Had she been awake this entire time?! Why were there even changelings here? “Separate the stallions from the mares and round them all up in the center of town! EVERY SINGLE GOD DAMN ONE!!! I will deal with the men myself!”

The changeling drone bowed and stepped to the side, exiting behind the mad queen who stomped out of the room without so much as a passing glance at the bewildered couple who could only gulp and nervously exchange glances with each other.

~~~~~~~~~ ~~~ ~~~~~~~~~

The town of Appleloosa still… deathly still. In a large clearing located in the center of town where every single stallion and colt of the male gender gathered in a crowd, not by choice but by force. Surrounding them from all sides were their dreaded enemies. Changelings on every side. Encircling them on the ground, hovering in the air, landing on the rooftops of every building, all staring intently and directly at them as if reminding them constantly that escape was impossible. The mares the ponies had once held, now kept clear from the nearby area a good distance away by another group of drones, not wanting their interference from what was about to happen.

How they had beaten the town’s strange defenses wasn’t at the top of the stallion’s minds. That fear went solely to what was going to happen to them next. For all they knew, the field of hatred had weakened enough for them to be here, but its remaining power still disgusted the drones to no end, which ironically only served to piss off the creatures that now held their fate in their hands. The air was tense as the numerous crowd of stallions waited for something to transpire. None of the ponies were foolish enough to believe they could power their way through the guards.

Soon the crowd gasped as they quickly spotted the changeling queen herself trudging down the path from Blueblood manor as if a conqueror. Naked and unafraid. Glaring down upon them like rats waiting to be slaughtered. Some stallions shook in fear as the disgusted Chrysalis drew near, others started sweating bullets as their lives flashed before their very eyes. They feared for the worse, thinking the queen had already ‘dealt’ with their leader, and was now coming for them. A small group of stallions dropped to their knees, as if ready to beg for forgiveness, the rest of the crowd quickly followed them in turn, not wanting to be the odd one out. If nothing else they at least hoped to buy themselves a few more seconds of sweet sweet life.

Chrysalis paused at the edge of the crowd, casting her gaze from side to side. Carefully and meticulously checking over every single face. Her scowl suddenly deepening a great deal the moment she realized Blueblood was nowhere to be found within the group, causing the stallions the flinch. Soon after her disappointment, the queen began to speak.

“….It would be a simple matter for me…. All it would take is an order for my men to bury you all alive in the deepest and darkest cavern for what you’ve done. Or perhaps drag you out to the nearest lake and drown you one by one until the bubbles stopped…” Chrysalis began, imagining the pleasurable scenario in her head. “Either way, it would be EASY for us with the strength we possess… And I have been so looking forward to cleansing this planet from your pathetic existences.” A single hand from the snarling changeling queen unexpectedly shot out at ungodly speed, clutching hold of a young colt named Rumble who had the misfortune of being seated directly in front of her.

With a single arm, she lifted the young colt up off the ground, holding him above the air by her hand’s ironclad grip around his neck. Rumble helplessly struggled in vain as he rose up, bringing his hands to hers in a frantic attempt to peel them from his neck as his feet panicky kicked the empty air, wanting nothing more than to find solid purchase on the dirt ground to remove the crushing pressure around his throat. His young eyes silently shooting to the queen in a desperate plea for mercy. But his reluctance to accept his punishment only angered the changeling queen more. For a brief moment she considered making the other stallions watch as she choked the life from the flailing monster in her hand as an example to the rest. The colt would be getting off easy compared to the others.

Out from the corner of her eye shot in a brown flash, zipping in front of her at the speed of sound and stealing the young colt from her in an instant and flying him to safety a good distance away.

Daring Do stood there, holding Rumble in her arms as he struggled to catch his breath, coughing wildly as the obstruction that had clamped down on his wind pipe was lifted. The brown pegasus only glared with hatred at the changeling queen, her loving grip tightening to hold the young colt. Chrysalis made no move to retaliate, only turning her attention back to the large crowd of stallions.

“But… that wouldn’t be strength now would it? I’ve had my fair share of time to think about what true strength is during my forced imprisonment here.” Chrysalis said, her glance momentarily spotting Soarin in the sea of ponies. The Wonderbolt thought he was going mad, but for some reason he believed he saw a faint hint of a smile forming on the queen’s lips as she looked in his direction.

“And sometimes, true strength is having the power to act but choosing not to use it…” Mummers were heard throughout crowd. “And……. *sigh* against my best wishes or direct orders… my wonderful mares seem to have demonstrated that they want you idiots to be happy… That is why I am offering all you stallions this deal…” The ponies were on edge, more so than before this entire thing even began. Each one subconsciously leaning forward, wanting to be extra sure they heard what the queen said next if it meant living to see the next day.

“If…. and only if… there is a single mare in this town who can vouch for you and your well-meaning… you are free to……….. go….”

The realization his the captive stallions like a rock. A giant boulder shaped rock as they fully came to terms with what Chrysalis had said. For the first time since the New Appleloosa town had been formed, the mares were suddenly in control of the stallion’s fate!

The drones dispersed slightly, allowing the mares they had previously kept back now into the fray. The scene dissolved into a bustling mess as women everywhere scrambled to find a certain someone. The other mares from Flim Flam’s store quickly sprinting over to check on Rumble and to confirm that he was ok. Ms. Cake, recently freed from the disastrous bimbo spell placed on her mind, grabbed her husband from the sea of ponies, not wasting a single second longer to wrap her arms around him and sob, relieved by the prospect that she no longer feared losing him. Twilight Velvet picking Night Light off the ground and nuzzling him closely to her. Lightning Dust swooped in from above, grabbing Soarin’s arm and leading him from the circle, a drone allowing him to pass upon seeing his escort. Soarin himself had never been more relieved to see the mare.

Minute by minute, the crowd slowly began to shrink. Dwindling in number as the drones learned of the many good apples of the town. As it turned out… more of the stallions had decided to help mares rather than not. From the drone’s previous perspective it was rather difficult to feel any of that over the whelming hatred produced by the others. It was a refreshing sight to say the least.

Chrysalis, on the other hand, could only scowl as each stallion left the fray, wanting to believe she regretted giving them the choice. It disappointed her to no end seeing how many stallions had actually gone against her stereotypical image of them and actually gone out of their way to help them, even though they had full access to legally rape them without as much as a minor repercussion. But… no matter. She would deal with those stallions later. Perhaps the mares were just overwhelmed with the Stockholm syndrome and those stallions were actually worse than the one’s not chosen. Yes… that made sense.

For now, her direct attention was focused on the few remaining stallions left. The crowd had dispersed down into a large sized group of stallions. No mares, or even stallions for that matter, seemed to be itching to help these men escape the changeling’s attention. It was obvious to the ponies of the town why no one wanted to save them. They were the worst of the worst. The slavers like Flash Sentry who had made hunting, capturing, and selling their own kind into a fun sport. The despicable vendors like Flim and Flam who had made a pretty penny selling innocent fillies and mares to monsters. And of course the normal scummy residents that gave Appleloosa its name like Hoops, Score, Dumb-Bell, Svengallop, Wind Rider, and many more… Chrysalis could tell they each took their own twisted individual joy from giving her precious mares nightmares.

“What shall we do with them, my queen?” A drone asked.

Chrysalis was already licking her lips with glee as she cracked her knuckles. Turning them into the treasure that was the female gender would be doing mares a disservice, on top of being too good for them. No, she was going to do what she had been waiting for ever since she came to this wretched town! And for weaklings like them, almost anything could be a horrific gruesome death to choose from! Oh how nice it was to have a problem like that! Her mind already abuzz as she made up her mind how she would personally end their miserable lives…

“You won’t be doing anything to them!” A voice called out… a stallion voice. But not one from Appleloosa…

With a green ball of fire, Shining Armor teleported into the fray, directly in front of Chrysalis and overlooking the ‘bad’ stallions left encircled by the changelings.

“Their lives are not for you to take…”

“Wha……. What are you doing here?!?! W-What are you doing… male?!?!?” Chrysalis shouted, completely sidetracked by the sudden entrance of the stallion.

“Did you forget who was in charge of the hive, Chrysee?” Jet Set announced now, teleporting into the mix in a similar fashion next to Shining Armor. “But it was much easier to make some sweeping changes while you were on your little vacation.”

“Y-You…you….imbeciles!!! YOU had no right to destroy the utopia I created!!!” Chrysalis screamed, her good mood quickly turned over on its head in a matter of seconds... an effect stallions tended to have on her. As far as she knew, her so called master had ruined the perfection that was a mare, and distorted it into the abomination that was a stallion! A fate worse than simply killing the pony!!

“Utopia? How could something be a utopia if not everyone was happy? I know you don’t think it, Chrysalis, but even stallions deserve to be happy in this world.” Jet Set sighed, deeply ashamed by how close his pet came to playing this whole event off in a fitting manner.

The phrase that even slightly suggested stallions deserved anything more than a quick death infuriated the queen to no end. To make matters worse, the fools were making a scene with her in front of the entire town and her army as she was attempting to project her rule! No… it was high time these arrogant assholes be put in their place...

Chrysalis had had enough of playing the nice changeling, heavens knows how well that has turned out for her. It was time for a true show of power for all the stallions to see. With Jet Set and Shining Armor in her sights, she focused her magic, intent on changing them into mares right here and now, before growing her cock back and fucking the living daylight out of their fresh holes until they no longer even remembered their own names.

But…. just as she was trying to cast the spell, she couldn’t help but remember a certain dark ring that remained locked around her horn and preventing any magic whatsoever.

“Uggggg! MEN! Seize them! Get this fucking ring off me!” Chrysalis ordered her drones as she struggled in vain to pull the inhibitor ring from her sharpened horn.

Not a single drone moved to comply with her order.

“What are you waiting for? That was an order not a request!” Chrysalis shouted again. But her demand was equally as effective as the first.

“I’m disappointed in you Chrysee,” Jet Set sighed. “You haven’t even asked how gender swapping the ponies back to their rightful sexes went for the hive…”

Chrysalis’s eyes widened in sudden realization. Thinking back to what had almost happened from the small addition of four simple stallions and their personally trained mares. If the stallions they had gained from the swap were anywhere near as effective as them then… oh no…

“Your men are good soldiers. They follow orders to a T from the highest ranking officer around… they’ve just learned to respect our judgement a bit more than yours, Chrysalis,” Jet Set went on, walking up closer to the queen, unafraid. “I guess it just goes to show what happens when your pet manages to get off its leash…”

Chrysalis’s gaze shot to her unmoving men, who had turned their attention to her, then back to the stallion before her. Now it was her turn to start panicking… This was definitively not how she wanted things to go here!

“Now, sit!” Jet Set ordered sternly with a demanding voice, pointing to the ground under Chrysalis.

Chrysalis did another frantic check, no one was moving to help her! She had no magic, no support, and no control over what was going on! She had lost… again…

With frustration and slowness, the changeling queen’s rump soon found itself placed on the back of her heels. Balled up hand placed on her bare thighs. Her piercing gaze cast directly at the ground beneath her.

“Good girl,” Jet Set said calmly, petting the changeling’s hair with a loving hand. “There may be hope for you yet. After your punishment for this, that is.”

“You continue to aggravate me to no end,” Chrysalis furiously grumbled, knowing she was defeated.

“You continue to aggravate me to no end…..?” Jet Set repeated.

“Master…” Chrysalis groaned, to which she found herself on the receiving end of another petting session. Her stallion master focusing behind her ears, he knew she loved that.

Dumbfounded would not have even come close to describing the crowd of ponies reactions. Stallions and mares alike all staring in utter confusion, jaws hitting the ground as the changeling queen they thought ruthless and invincible… was reduced to a mere pet by nothing more than a stallion!!! They kept on waiting for the moment the queen blasted his head off, or ripped out his throat for even daring to treat her like that in front of everyone… but it never came. The changeling queen just sat there like an obedient servant girl as one of the stallions she had claimed to have hated mere moments ago treated her like his bitch! What the flying fuck was going on?

Shining Armor was more concerned with moving things along than answering the crowd’s many many questions. Turning to the group of ‘bad’ stallions left encircled and confused by the changeling drones, he ordered the drones.

“Lock them all in the Canterlot dungeons indefinitely,” Shining Armor spat, looking in disgust at the many faces of ruthless rapists. A lengthy prison sentence with the least they deserved with a few hundred cases of sexual assault and rape, no matter how ‘legal’ it may have been at the time. “We’ll decide how to deal with them later.”

The crowd of ponies couldn’t help but overhear and focus in on the word: Canterlot.

“B-But, sir!” A random stallion called out. “That city is abandoned! All towns and cities are besides Appleloosa for that matter.”

“Not for long,” Shining Armor announced with a hint of overdue pride and relief in his voice. “Citizen of Equestria, listen up! Our conflict with the changelings is finally over! No more fighting amongst each other! No more raping! There is no longer any reason to! It’s done!…”

Mummers and outbursts shout out in the crowd at once.

“B-but the changelings!”

“The changelings are monsters!!!”

“They stole my wife! They’re evil!”

“They kidnapped mine too!”

“Do not direct your anger at them!” Shining shouted back over the many voices. “They aren’t here to cause death and destruction… I know… I once thought that way too. But, as it’s been said, they are just good soldiers who just follow orders. They’ve just been misled,” He said, gesturing to Chrysalis. “The drones themselves are actually quite friendly once you get to know them. And if it means more love from us, I’m sure they’ll be more than happy to return the rest of the mares they’ve taken from us, AND help rebuild Equestria too. Not only to its former glory, but something better than it has ever been!”

The changeling drones nodded in agreement to the stallion’s claims. They had long since grown tired of obeying their queen, who, without the stallions, felt she would have probably starting the same routine on them. The stallions from the hive appeared to have a clear head on what to do, seeming much more deserving of being given a chance over Chrysalis. Plus, the promise of even more love than they had been receiving only drew them in more.

“They aren’t the monsters you think they are. They just have a different method of thinking… And if you gave them the chance to teach you, I think many of you might enjoy exactly what that method is…”

~~~~~~~~~ ~~~ ~~~~~~~~~

“D-did she just call j-just call that guy… her master?!” Lighting Dust exclaimed, clinging to Soarin’s arm. Still hung up on that juicy tidbit of information, missing almost everything else Shining Armor had said. The ecstatic pegasus watched as the strange stallion handled the queen with a mixture of groping and petting. “Are you seeing this, Soarin!?!” Lighting said impishly.

The remainder of ponies were already starting to do the one thing they wanted to since the moment they came to this town and disperse, leaving with their loved ones intact and never looking back. If what Shining Armor had said was true, then there would be no more slavers or changelings looking to kidnap their mares and were finally free to move back home and get on with their lives! It was a pleasant thought to say the least. Most ponies had long grown tired of living in fear as if at war.

The couple watched as the changeling drones teleported away the group of so called ‘bad stallions’ that had remained without a single mare choosing to save them. Although it was his supposed enemy making off with others of his kind, Soarin couldn’t really say he was saddened to see them leaving. It was the least bit of retribution the mares who suffered through this town’s existence deserved. He only hoped the girls wouldn’t be scarred for life from what happened here.

“Well whatever…” Lighting said, dismissively. “It seems they are actually letting us go! Isn’t that awesome, Soarin?! Let’s hit the sky before they figure to change their minds!!.... Soarin?”

But the pegasus didn’t seem as eager to leave as the mare did, but rather remained focused on the changeling drones in front of him. Slowly, he stepped forward in front of one grabbing its attention while Lightning hung back, confused by her stallion’s odd desire to have a death wish.

The stallion leaned over to the changeling’s ear, whispering something unheard to her. As he leaned back, the changeling looked at him and nodded before lighting up his black horn.

Another fiery green flash of light appeared before them, one from which Lightning had to turn away from after feeling its sheer heat against her face. Upon turning back to see what happened, she was greeted with the fresh sight of yet another naked mare. But unlike every most other women in the town, around her neck she wore a very distinctive collar… It took her a moment to realize who she was… Her white coat, green eyes, blue shaded hair…

“SOARIN!” The new mare exclaimed, jumping up with glee and wrapping her arms around the stallion’s neck planting a million kissing into the pony’s face. “Ohhhh I missed you so much!! Did you miss me? Wait… don’t answer that! I know you did!!! I’m so happy to see you!!!”

Around the town square, other stallions were going up and asking for a certain mare or two to be returned to them. Magically teleportation flashes were popping up all around town as the drone’s used their collar system, quickly locating the mares in the hive, and teleporting them over to be returned to a mate that would hopefully use her to provide them with more love. But, that was the least bit on Lightning’s mind, she was mainly focused on the strange new mare before her.

“Ummmmmmmm, Soarin, who is this?” The confused and bewildered Lighting asked. By her stallion’s look it seemed as though he was equally as happy to be on the receiving end of the many kisses from the new pegasus mare.

“O-Oh… heh, excuse me,” Soarin blushed, setting down the mare. “Lightning… meet High Winds… my long lost girlfriend…”

“Nice to meet you!” High Winds chinned happily, looking at the nude Lighting Dust her virile stallion had attracted in her absence, slowly licking her lips with glee.

“WHAT!!?! You had a girlfriend?!” Lightning cried in utter disbelief. “And you never told me?!”

“Well y-you never asked….”

~~~~~~~~~ ~~~ ~~~~~~~~~

True to Shining Armor’s word, the changelings had returned the many mares they had taken to their rightful stallions before allowing them to leave unharmed. Mares who had a special somepony were mainly the ones who were asked for, all willingly handed over… some who quickly found themselves on the receiving end of a serious ‘talk’ from the stallion. Many stallions were angered by the mare’s abandonment of them, others were at first but found it hard to remain angered after the months of their absence. Turns out it was much easier to handle being cheated on if the same thing happened to every guy you knew at the exact same time. Some stallions had figured from that that there was something else bigger was going on that they didn’t realize.

But returning their mares wasn’t the only thing they seemed to do. The stallions had half expected them to return to their hive once their business was concluded here, but they didn’t. Instead, it came as a rather large shock to many of them to learn that they actually intended on teleporting the remaining mares from the hive before moving in with the ponies! For the changeling mare owners, they simply moved themselves into the homes in the towns or cities of the mares they had abducted and owned over the last few months. Already busy crossing their mare’s names off the deeds and writing in their own.

Of course, living amongst the enemy they had fought against for all that time was uncomfortable to say the least, but at the pleas of their mares, the stallions found themselves at least willing to give the changelings a chance. Even better, the drones brought their unique and powerful magic with them! The changelings actually happened to be quite friendly as Shining had said, and were more than willing to apply their power to help rebuild the infrastructure that had degraded over months of nonuse.

Destroyed buildings, collapsed bridges, shattered glass, overgrown foliage… all of which would have taken a team of skilled earth ponies many months to fix was repaired in a matter of minutes thanks to the creatures with magic that appeared to be without limit. With that in mind they were actually dubbed the next Discord… but polite and gentle, and without any of the trolling.

Civilization was quickly coming back into place as pony after pony who had once fled the many settlements and cities returned to their old lives. However, rather than reverting back to the old Equestria before, certain ‘changes’ were quickly becoming more and more apparent in the pony society. Changes that only began to unravel over time…

~~~~~~~~~ ~~~ ~~~~~~~~~

Soarin waited until the two mares had entered his Cloudsdale home, quickly shutting and locking the door behind him, closing the curtains as tight as they could go. The home was a spacious high rise, as expected from a high paid Wonderbolt… but dusty, as also expected from not tending to it for months.

“We’re not under attack anymore, Soarin!” High Winds called out with a giggle. “You can stop pretending that we’ve sneaking around.”

“You can’t blame me for being cautious, babe,” Soarin called back to the two nude mares. He was glad that number was still ‘two’ and Lightning hadn’t simply abandoned him after being declared a free mare, or learning of his girlfriend. But the mare certainly did seem bothered by something else… which, to Soarin, was obvious why. All the changelings flying around Cloudsdale like they had lived there for years!

It was all too sudden for him… Changeling just moving in without so much as an incident. What were the evil things up too?

“Soarin… they returned all the mares they took and… well I hate to say this but… they could have destroyed us all in a second if they wanted to… What could you possibly think they could have planned after that?” Lighting said, putting a hand on Soarin’s shoulder. “Maybe they do actually just want peace like us… and there’s nothing diabolical behind their actions. Is that so hard to believe?”

*sigh* “Maybe you’re right, Lightning,” Soarin admitted. In the end, he was just happy to have things back to normal. Lingering by the window slightly longer, he spotted his fellow Wonderbolts neighbors, a collared Spitfire, and un-collared Fleetfoot. Soarin couldn’t make out what the nude couple were saying as they exited the distant building but by the looks of things, it appeared as though Fleetfoot had retrieved a tight Wonderbolts themed t-shirt, along with some yoga pants she enjoyed wearing to tease the guys at practice and their shared locker rooms. Spitfire turned to the other mare, placing her hands on her shoulders and seemed to be talking to Fleetfoot now in a more serious tone… Fleetfoot taking several looks between the other mare and the clothes she held in her hands. Finally the mare shrugged and simply tossed them to the clouds, where they sank through the white surface and were lost. The couple already having taken off, chuckling, after choosing to remain completely naked… oddly enough. A pair of passing stallions, who unlike the mares happened to be fully clothed, couldn’t help but notice the two bare mares flying by, who quickly winked to each other and took off after them.

M-maybe they are just working on their full body tan… Soarin thought to himself. His two mares not having noticed, seeing as though they traveled upstairs a while ago and into the bedroom that High Winds and Soarin had once shared.

Soarin was at least glad Lighting and High Winds were getting along… Especially after seeing how well Lightning had taken to their old roommate, Greta. Greta of course having been confiscated by the changelings shortly after his flying train ride and her fixing. He still didn’t know what happened to her, or the rest of the Zebras, Griffins, or other races that had been rescued from Appleloosa. He assumed the changelings were going to return them to the lands they had been taken from as well.

“In here!” High Winds called, pulling Lightning through the door. “This is where you’ll be staying!” Noting the extra-large king sized bed in the center back of the room. Much larger than the one they had to put up with in the Appleloosa apartment.

High Winds was focused on putting a good deal of effort into to appear friendly and open to the other mare she assumed her new master would be keeping forever. She had long since known Soarin knew how to pick mares (seeing as he had selected her) but damn! Even with all her changeling help, she managed to have breasts larger than hers! Seeing as he picked a mare with a figure like Lighting Dust’s really sealed the deal on him.

“Ummm…” Lighting could only say now that she and the other mare had some proper alone time. There was something she needed off her chest. “Seeing as you are his girlfriend and all… does it bother you that I…. slept with Soarin a few times while we were in Appleloosa?”

“Heh, of course not!” High Winds giggled. “I would love it if Soarin slept with whoever he wanted! And… if he is a kind and understanding master, he’ll extend the same courtesy to us. But it is all up to him and how much of a leash he wants to keep us on after all.”

Lighting breathed a sigh a relief, loosely translating what the mare had said into ‘no’.

“I mean…” High Winds went on, adjusting and inspecting various objects around the room. “Practices like monogamy are dangerous! That’s part of the reason why changelings invaded Equestria in the first place! There are so many more mares in the world compared to stallions. The guys are going to have to learn to fuck more than one of us if all mares are going to get a part of the action!”

But Lighting Dust had missed that, having been focused on High Wind’s dresser in the back corner of the bedroom. High Winds had only turned around to see Lightning slipping on one of her tight black tank tops down her bare chest.

“Yeah, yeah, sure. Say… is it ok if I borrow this?” Lighting asked, seemingly having already assumed it was ok.

“Ummmm, w-what are you doing?” High Winds replied.

“Oh come on, please?!” Lighting pleaded, tugging down the tank top. “I literally haven’t worn a single piece of clothing in weeks! I’m sure you haven’t either.” The garment didn’t seem to want to budge any further down, but the mare forced it. The end result being her sizable enhanced breasts straining against the tight black fabric. The tips of her breasts pressing up tight against the thin spread material until the point her nipples were clearly seen through it. “Damn… heh. Haven’t really gotten used to the new ‘girls’. I swear they are getting bigger…” Lighting remarked.

It was then High Winds remembered a crucial point, spotting Lightning Dust’s neck… Her bare collarless neck. Actually feeling a good deal of pity for the mare, knowing the pegasus had never experienced a truer sense of belonging or purpose. Well… luckily for her, she was here!

“Say, Lightning… have you considered, I don’t know… just not wearing clothes anymore?” High Winds asked trying to sound as nonchalant as possible. “I mean, you must be used to it after living with Soarin in Appleloosa for so long.”

Lightning gave a slight blush as the fond memories of her time with the stallion rushed back. “Well s-sure! Letting him ogle my body all day was amazing and all…” she giggled lightly, “but if Equestria is really getting back to normal I can’t go around living as Soarin’s pet anymore. The press would be all over a celebrity like him if they ever caught wind of a stallion treating a women like that after Appleloosa!” High Winds let loose an adorable giggle earning her a rather puzzled look from the other mare who wondered if she had said something odd. “W-What’s so funny?”

“Tell me… what do you think normal means anyway?” High Winds asked still snickering, walking up close to the pegasus mare and grabbing the hem of her tank top Lightning wore and pulling it over her head, throwing the stretched garment in a nearby trash can.

“Ummm, I don’t know…? Conforming, going to work each day, not standing out as different, acting like everyone else… I guess.”

The mare purred rather closely to Lighting’s ear, slipping behind her back and gently rubbing her shoulders. A lone hand belonging to High Winds drifted back, where, as silently and as unseen as possible a familiar sex slave collar materialized into existence.

“Mmmmmmm…. Exactly…”

Epilogue

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For the rest of Equestria, the events at Appleloosa marked the ending of the great pony and changeling conflict. Members on both sides were more than eager to see peace in the lands once again.

All over ponies started migrating back to their original homes as changelings relinquished custody of selected mares back into stallion hands. The changeling hive had been great, but its maze of tunnels and ever shifting holes in the wall and tunnels appeared too chaotic for many stallions to handle without a changeling guide. Now that the threat to a mare’s safety had been removed the changelings now saw it fit to allow them to move back into the homes they were more familiar with. With the drones themselves in tow, of course.

The groups moved back into the many towns and cities, already working to repair and resume the functions of normal society with the changeling’s help. That wasn’t to say the stallions or mares from Appleloosa completely trusted the drones that were now a frequent sight in their everyday lives just yet, but at the moment there wasn’t much they could do to stop it, due to their amazing strength. It did serve to help them get over their harsh feelings of the drones upon seeing their colorful friendliness to other ponies, showing how readily the creatures had accepted the ideals of friendship, not to mention how useful their magic was in repairing the degraded buildings that were run down as a result of months of not being used. Plus, knowing how strong the changelings were, many ponies found themselves able to sleep easier at night in this dangerous world, knowing the drones would likely be able to keep them safe from future Nightmare Moons or… well… Chrysalises.

Of course, many stallions were surprised to see that many of the mares had no intention of letting things go back to exactly as it was before the invasion. Days upon days past as ponies and their neighbors reappeared in their communities. And each day, the stallions noticed that the number of clothed mares was actually going down. Trained mares working to convince other less enlightened women everywhere that it was better to wear nothing at all… besides a small strange pet collar wrapped around their necks. Not that the stallions were exactly complaining about their deepest fantasies coming true.

Bared breasts became less taboo, along with exposed cunts. As women everywhere started to embrace their sexuality rather than repress it as hidden desires, and realized everypony else was doing the same, they only saw fit to keep things this way.

Under the changeling’s suggestion, many mares moved to clean out their wardrobes. Literal tons of mare’s clothing and underwear, new and old, from every home was pulled out and dragged into the center of towns and city blocks. Bonfires erupted everywhere as the mountains of garments were set ablaze in green fires. Burning down the last remains of the mare’s fashion industry, which ceased to exist entirely. Massive public orgies usually broke out around the fires as mare’s celebrated their liberation from such outdated cultural trends with their masters.

The many husbands and colt friends who had recovered their lovers had expected the worst. Fearing their mates would have had their minds and bodies destroyed after months of being at the changeling’s mercy. But they were completely relieved to find their mares in complete control of their mental faculties, being the same ponies they knew when they were taken away. Of course there were some slight differences. For one, the mares libidos had taken off in a jet. Wanting to fuck like rabbits wouldn’t have even come close to describing their new found love for everything sex.

There was still plenty of resentment left over though. Many husbands had been angry over their wife’s supposed betrayal of their trust, having cheated on them with a changeling a few thousand times. But to the mare’s themselves, those feelings were only the obsolete emotions from a prudish society that subscribed to primitive notions of monogamy. If the changelings were right about one thing it was that a mare’s body belongs not to her but to the men around her. A stallion wanting to hog a mare all to himself would be denying her true purpose in life, that being to sexually please anything with a cock. The new Equestria was never meant to be so selfish.

But that wasn’t all the stallions were upset about. Some of them who were dragged to the hive rather resented being turned into mares and treated as slaves… others actually having found the experience rather exhilarating and enjoyable, offering them a new outlook on a mare’s desires and wants. For the other disgruntled stallions however, they were offered a choice to have their memories magically altered to remove any trace of their brief gender swapped time in the hive. It is still unaware to this day how many stallions took the deal.

Most of the town’s repairs had to be left to the changelings seeing as the stallions were otherwise occupied by their mates who were literally begging them to fuck their holes every chance they could get. On top of that, many of the keen eyed stallions noticed some certain improvements made to the mare’s bodies. Larger breasts, wider hips, skinner stomachs, smoother skin, and a wide assortment of other changes… None of which the stallions would have directly admitted to believing were improvements if asked, they liked the mares just the way they were… although they silently gave thanks to any God that heard their late night prayers.

Sex was becoming a natural and daily occurrence in pony lifestyle and everyone was starting to learn of it. A simply walk through the town of Ponyville at any given time would have yielded at least a dozen different houses with vocal moans breaching the windows signaling a mare was being thoroughly put to good use inside.

Stallions were quick to join in their mate’s lust filled debauchery and were delighted to discover anything they requested from their mates, they received with astonishing eagerness. Men who had once struggled to even experience the sensation of getting their wives to do something like anal soon found their wives found it silly they even had to ask. The concept of a male asking a female for permission was ridiculous even! And it didn’t just stop at sex. From grabbing a beer from the fridge to making them breakfast in bed, stallions found their mares quite literally got off on obeying their every whim alone!

Expanded bellies were starting to be seen more often than not. Not just from men pumping in more cum into their slave’s wombs than they could handle, but from simple pregnancy. Most mares in Equestria had been easily impregnated by their selected owners signally a new generation soon to arrive. One that would be raised properly with changeling ideals in mind.

As the changeling occupants spreads across every town, their aura soon followed suit, slowly affecting each gender of ponies in a separate way in the same manner it worked for them. Stallions found themselves feeling taller, stronger, and smarter, not to mention certain ‘parts’ of their anatomy feeling longer. They started to cum more and in greater amounts, a much needed trait given the large demand for their cock in Equestria.

Mares on the other hand experienced their own separate set of changes as the changeling magic seeped in. It kept their bodies healthy and fit, but never to the point of muscular. Their pussies were kept snug and tight, no matter how often they were used. Their breasts swelled ever larger in size and were kept free from the slightest bit of sag. Plus, mares found their bodies to be even more durable and flexible, allowing a man to bend any mare’s ankles behind her head for a rough pounding without the slightest bit of strain. Even better, all mares discovered they were able to completely nourish themselves on nothing more than swallowing copious amounts of cum. Which worked out rather well as a solution to Equestrian hunger seeing as most mares planned on doing that regardless. A small benefit of never needing to go to the bathroom anymore because of this was also a welcome perk.

But elsewhere, the power heads of Equestria were adjusting to their new roles. Princess Celestia, Luna, Cadance, and Twilight all meet in Canterlot and formally renounced their crowns and claims to the throne, marking them as equals among every other mare in Equestria. Even though they were no longer princesses, they still kept their wings and horns as well as remained popular figureheads in the lands. The four alicorns taking it upon themselves to properly demonstrate how all mares should behave around men and to never try and rise above their station in life.

Cadance returned to The Crystal Empire, now ruled solely by Shining Armor. The empire itself shined more brightly than ever before as the crystal ponies moved back in and starting producing more love than thought possible. Cadance however had not been seen in public for a while. Rumor has it that her husband had a rather special ‘punishment’ in mind for her…

Neon Lights wasn’t one to be selfish and horde both ex-princesses to himself especially not when he already had the love of his life still carrying his foal in her slowly expanding belly. And all of their womanly duties aside, Celestia and Luna were more than eager to permanently retire from the burden of leadership they were never fit for and relax into a new life of pleasure and ecstasy. It had been no secret to them that many of their subjects had only respected them for their sexy bodies they so bluntly teased on display in promiscuous dresses and gowns. To rectify this, the two sisters traveled from town to town, city to city, allowing every and all stallions who had even the faintest desires to use them do so, with Neon Light’s permission of course. The of them together worked to put in a good name towards alicorn stamina as they worked long hours every day of the week, allowing stallion after stallion to sleep with them as though each one of them were long lost lovers. Not being satisfied with a single stallion until every single drop of cum had been milked from their shafts and resided in one of their holes. In their free time they often visited the many school ponies in the various locations they traveled to. Reinforcing the many lessons, the changelings and their stallion masters had taught them to the many young minded school mares regarding a mare’s proper place beneath stallions. Even demonstrating some of their tricks on making their partners cum more effectively. The two princesses’s approval ratings skyrocketed higher than they ever had when they were in actual power.

But someone had to fill the vacuum of leadership for the rest of Equestria now that the princesses were no longer allowed. Chrysalis was a big no, everyone on all sides was starting to figure that out. Thorax found himself stepping up to rule as King of his people, but not for Equestria. Oddly enough the changelings seemed to agree on him becoming king without ever saying a single word… But for the most part the changelings were overly focused on simply fucking their slave’s cunts until they couldn’t take it any longer.

In regards to a pony leader the choice seemed obvious enough to place Shining Armor in charge, not just of The Crystal Empire, but the rest of Equestria as well, seeing he was the highest ranking male official not currently imprisoned in the Canterlot dungeons as a result of Appleloosa. Not only did he have the leadership experience, but he also happened to have direct experience, briefly as it was, as a female, giving hope to the mares of Equestria that he would look after their best interests.

Not wanting to appear as the monarchy Blue Blood once had, Shining Armor worked quickly to establish a council of stallions who would aid him in his everyday decisions and laws. And he saw no other better choices than the stallions of team CUNT for their role they played in bringing an end to the Appleloosa nightmare. And not to mention that his best advisors from the Crystal Empire were also in prison…

The new council that resided from Canterlot Castle started its work immediately. Redesigning, adding, revoking, and adjusting laws that had governed pony society of centuries. At the top of the list was the changeling slave collar, established as a binding and permanent contract mares and only mares could make. Once attached around their necks they were forever marked as a sex slave, and relinquished all rights that otherwise free ponies were entitled to. These mares were forbidden from wearing clothes, voting in public elections, owning any possessions what so ever, and much much more.

Stallions thought the new laws were a tad excessive, sure, but oddly enough, their trained mares were overly eager to have them put into place. In fact, any law that restricted or removed their rights were met with glowing approval. To the mares, they saw their status in society as little more or even less ranking than one a cat or a dog might hold, and only saw it fit the law reflect that.

And so, property and assets were seized from every collared female slave, in most cases being simply handed over to their owners. Changeling slavers were delighted to find their wealth having increased dramatically overnight as their slave’s homes and houses became legally there’s. Even Pipsqueak, who had grown accustomed to living life in the poor house was shocked to discover he would be receiving Diamond Tiara’s inheritance as her master. The grateful filly now eager to surrender everything, including her own mind, body, money, if it meant pleasing her master the slightest bit.

These laws only applied to mares who willingly accepted the slave collar around there necks, but over time some ponies started to ask why they simply weren’t just in place for all women. Especially since most ponies struggled to find a single female pony who had not accepted her rightful place as a man’s sex slave. Well… there was technically one.

“Hmph,” Suri grumbled.

“Awwww, is my mistress still pouting?” Rarity cooed, crawling into the mare’s lap and curling up. Suri was far too angry to attend to petting her pet.

“I still can’t believe somepony would just do that!” Suri exclaimed. “The nerve of him!”

“Do what, darling? You’ll have to be more specific.” Rarity said, although knowing full well what her mistress meant. She just liked playing with her sometimes.

“He just came up to me from behind and wrapped one of these damn things around my neck thinking I had forgotten it!! What else would I mean?!” Suri exclaimed gesturing angrily at the changeling sex slave collar that resided happily around her neck. “Now this pet collar is stuck around my throat with no way to get it off!”

“Don’t be like that, Suri! It looks good on you!” Rarity replied, doing her best to console her owner on the same issue again. “Besides, you wouldn’t want to miss out on the ultimate and final piece of mare fashion, would you? Not to mention it’s for our own safety.”

“Hmph!” Suri responded. “I still wouldn’t mind having it off though. Not even Chrysalis was willing to help me! I thought she liked me!”

“Of she does, darling! She does! She just… doesn’t like the possible trend you represent,” Rarity said. “I mean… a lady who doesn’t want to be some stallion’s obedient and horny little sex pet? You have to admit, that’s crazy!”

Meanwhile Equestria was already preparing for a large influx of newborns, seeing as most mares spent more time pregnant then not. Nursery homes, schools, day care centers were all being constructed in every town across the map. Even more interesting though was Filthily Rich’s business he had brought over from Appleloosa. Equestria was in dire need of milk for the newborn foals and changelings, so the ponies saw no better option than to mass produce it from the freshest source around.

Milking factories popped up everywhere, allowing mares to donate some of their free time to feed thirsty future generations. Inside, mares were locked into stalls, hands tied behind their backs as plastic suction cups attached themselves to their nipples and began working away at their tits. Behind them a set of machine arms grabbed and separated their legs before burying all sorts of vibrating toys into their cunts and rumps. Their express purpose was designed around making the mares cum as strongly and often as possible seeing as milking efficiency increased tenfold during a mare’s climax.

From their rather brief time in Appleloosa the Pie sisters found themselves attending rather frequently, seeing as Filthy Rich was their official owner. Their breast milk become almost legendary around town as it was soon discovered to be even better tasting in flavor and texture for reasons unknown. Filthy Rich soon taking advantage and bottling their brand at double the normal going rate, even bargaining with Pinkie Pie’s changeling owner in hopes of buying the mare from him for a shiny crate of bits.

The Rich family business soon experienced profits of which they had never dreamed of before. In no small part due to the continent fact a mare’s stature in life had been lowered to that of fitting of an animal, and thus required no compensation for their time. Most of the bits he gained though, the generous Filthy Rich donated back into a good changeling charity foundation. Always eternally grateful for the lesson changelings had imposed on their society. Not to mention actually teaching his wife her proper place for once! Spoiled Rich never again talked back to her husband or any other stallion for that matter, now knowing her mouth was best put to use on a man’s cock rather than voicing her opinions.

As for the schools for the future newborns, there was already talk of segregating the two genders into separated courses. Colts and changeling boys in one class that focused on the normal critical thinking and higher learning while mares would be placed in a modified lesson plan where those themes were rather downplayed. The older mares thought it would be more important if they started teaching genders in accordance to what their future roles in life would be. The notion of school actually teaching important life skills for once was a strange thought for all.

However, both genders would be receiving a revised history lesson. The stallions and changelings of Equestria feeling it best if they softened or outright changed any positive influences female ponies had played in history. All in the hopes of teaching the new generation not to make the same mistakes they had before.

The period of Equestria under Celestia and Luna’s rule was labeled as the Dark Ages where the kingdom’s citizens suffered a droll life of uneventfulness. The two sisters themselves actually found themselves agreeing with it, seeing as life had been rather boring compared to now. Under their rule, female nudity was not required… Even worse, women saw themselves at the same social stature as men! It was rather offensive after all.

Then everything changed when the changeling nation attacked, seeking to help spread and enlighten the ponies of Equestria, showing them what it meant to be truly alive. However, the changelings themselves weren’t perfect and suffered the same problem as the ponies as they were led by a female. Naturally her methods were barbaric and moronic, causing the land to resist her army’s efforts and good intentions. It wasn’t until the stallions stepped in and used their superior intellect to trick the changeling queen into enslaving herself. Only then did they take full control of the changeling hive and resolve the conflict in a short matter of time, leading to the utopian world they live in today.

Big Mac never really trusted the changelings completely, but thankful found they left Sweet Apple Acres rather alone. Under the new laws he found himself obtaining complete ownership of the farm, which he had no problem with. He also found himself claiming ownership of Applejack and Applebloom, stating firmly for the record that he was just doing it to keep his sisters out of the molesting hands of some sick perverts.

Of course, a quick testimony from either of the Apple sisters revealed the large pony had taken to his own strange idea of protection. Big Mac had ordered to two of them to all sleep in the same bed, for their own safety, and all take showers at the same time, for their own safety. Working out in the fields completely naked was a pleasant change of pace for the girls wanting to keep cool but left Big Mac in a rather aroused state. So Big Mac allowed free fornication between the three of them to keep their minds at ease and prevent them from making any poor decisions, again, for their own safety.

No one really bought the whole innocent charade Big Mac was always attempting to keep up, but no one really called him out on it. A quick dose of changeling magic on the side helped fix any possible problems the likely pregnancies of the future might have for the trio.

Rarity’s entire business had been absorbed by Suri. They took to the complete banning of mare’s clothing rather well in fact. Suri herself didn’t really feel the urge to get dressed if literally no other mare was doing it, which aided her in blending in with other. The two fashion ponies teaming up in their free time to design a new line of clothing for stallions, the only ponies left in Equestria still allowed to be clothed. It focused on a specialty that allowed their designs to be easily removable in the heat of the moment, while also being dapper and stylish.

They also started a rather pleasant business relationship with Coco Pommel and her changeling master, both in bed and out, regarding possible future joint ventures. More and more stallions were taking to storing their mares in metal pet cages overnight or while they were out of the house and Coco, being the business savvy pony she was, wanted to capitalize on the fresh emerging market. Coco, along with Rarity and Suri’s help, designed a new line of stylish and cozy sized cages, rather than the rather plain ones most ponies used. Coco’s changeling master would then enchant the metal bars of the cage with a series of spells. One that would allow a mare to crawl inside and automatically lock behind her, only allowing her exit with the aid of a male’s touch without the need for a key. The bars were also enchanted to restrict any magic use from within, but this time allowing their collars to safely transmit the mare’s location from inside.

Fluttershy was in a rather joyful heaven as one of her darkest fantasies finally came true on a worldwide scale. The ever shy and timid mare gladly throwing away the burdens of normal life and dropping to her hands and knees, collared just like pet many other pets she had looked over for so many years. She and her changeling master lived happily ever after in their shared hut with her animal friends where he also indulged the girl in one of her other extreme fantasies that we won’t go into detail in here.

Rainbow was also giddy with her changeling owner. Not just for what he had done for her… making her a mother, giving her a huge chest, and showing her and the rest of Equestria what it really meant to be a woman… but she also was overjoyed to have someone else who would keep up with her in flight. The two would often race, Rainbow pretending to be fleeing from the evil drone who would eventually capture her, tie her down and have his way with her before carrying her off back to his home (formally Rainbow Dash’s home) to keep. The changeling would always win but Rainbow just blamed that on her larger breasts, complaining the top heavy milk filled jugs slowed her down a great deal. Which was true of course but she only complained in jest, always believing deep down that a mare should never win against a man.

The mane 6 still met on a regular basis in Spike’s castle as normal naked friends to chat, just like before the invasion. Not much had changed in that regard. They even continued to go on frequent missions the map sent them on, traveling to every corner of the new Equestria. However, the problems were much different than simple friendship problems like before. Usually a mare or group of mares having trouble accepting their place as lowly sex slaves or a lucky colt who just needed to be set up with his dream mare pet. All problems were usually resolved in 22 minutes, oddly enough.

On a similar note the Cutie Mark Crusaders were also glad to be able to meet up in their old treehouse again. Realizing there were somethings more important in life than simple cutie marks they also decided to dedicate themselves to helping ponies or non-ponies of all ages realize who they really were. Like their friend Gabby the griffon, who just needed to be shown her true calling in life was helping others… get off. Taking multiple cocks into her holes at the same time was a breeze for Gabby, like everything else she did. The transition to a griffon stripped of her clothes and freedom came to her like a breeze. Gabby eventually left to return to Griffonstone to do exactly what she had learned… free of charge for all males.

Cadance pulled away from her kiss with Twilight, a long trail connecting the two lips of the giggling mares as Shining Armor watched, unamused.

“So…. master, how are you going to punish this naughty little mare who cheated her husband and a certain little sister who aided in his capture?” Cadance giggled playfully. Shining Armor had of course obtained ownership of his wife from team CUNT after recent events.

“Oh my… I sure hope it won’t be that bad… Weak mares like us can’t handle as much a stallion after all. But I understand if our big bad stallion master wants a little payback for being turned into one of us,” Twilight giggled in turn, giving her brother a naughty wink. Spike on the other hand had loaned Shining the purple alicorn while the dragon had been loaned Rarity, wanting to achieve his lifelong goal of railing a dragon foal into her womb.

“Oh… I think I have a pretty good idea what to do with you two,” Shining said, walking over to a nearby chest. The two mare’s hearts skipping many excited beats as they watched in unnerving anticipation as toy after toy flew out. Riding crops, vibrators, strap on’s, wax candles, nipple clamps, all now commonly found goods in average homes. Finally Shining pulled out the particular item he wanted to punish the two mares with.

“CHASITY BELTS?!?!?!?!?!?!” The two mares panicked in unisons. Slowly backing away on the floor from the grinning Shining Armor.

“I think it’ll be a nice change of pace for you two,” Shining said causally. “A few weeks off of sex should get you thinking about what you’ve done, shouldn’t it?”

“A FEW WEEKS?!?!?!?” The two mares unison cries echoed out again.

“A month then?” Shining Armor continued. “Sounds good to me.”

“No…NO! Keep that away! I can’t wear one of those things!” Twilight exclaimed, purple skin slowly turning white. “A whole month without sex!?! I’ll-I’ll practically be a virgin again!!”

“Please, j-just kill me now!!!” Cadance exclaimed as she cowered in the corner, trembling in soul splitting fear. This punishment would have been over the top for her even before the changelings.

Spitfire, along with Raven and her changeling master had decided to rebrand the Wonderbolts. Seeing as the public was becoming less entertained with simple flying she had concluded to label themselves now as the Wondersluts. Few ponies were won over by the simple name but crowds of ponies turned out in droves to their new shows where the mostly female team, along with their male masters, performed some of the most daring and literal back breaking sex positions not commonly seen by an average pony or changeling. It wasn’t uncommon for the crowd to even disrobe in the stands with their sex slaves and attempt some of the techniques they saw up on stage.

The hospitals had never been so full.

Double Diamond and Party Favor acquired ownership of Night Glider and Sugar Belle, along with a good portion of the other mares from their town. They, along with the rest of the normal participants returned to the unnamed town to relax in a life of pleasure and contentment.

Quite frequently the town was blessed with the visit from a griffon or two. The town’s people would take it upon themselves to introduce them to the new way of pony life. The male griffons were more than delighted to learn of obtaining a slave for free just for having a cock. The female griffons found themselves more than eagerly accepting a collar around their necks… as long as they were paid in bits upfront. Never fully realizing that ownership entailed no more personal possessions but it was soon cast to the back of their minds as the cocks were pulled out and thrust inside their holes.

The griffons from the griffon kingdom still waited impatiently for their women back, however most didn’t care, actually liking the free breathing room that came for the slavers adductions.

Time continued to pass and yet no griffon ladies returned... No one really knew why.

Daring Do along with most of the other girls from Flim Flam’s shop had taken it upon themselves to declare their own ownership under Rumble. The colt had of course been predictably nervous about acquiring a dozen different mares as his property and many other stallions were amazed to see such a young pony leading so many attractive women along on a single leash. But with the help from some changeling magic he soon learned how to handle them.

He found his member growing longer and harder… being able to cum more frequently and in a greater amount. All of which he used to his advantage to train his new toys. It took all of their combined efforts to satisfy him, usually leading to a good number of them knocked unconscious through sheer pleasurable shock. Stomachs were inflated left and right as the colt took to his proper place on top as a master. It wasn’t long before the dozen mares were knocked up with his foals. And they could not have been happier with themselves.

Chrysalis pushed open the door to the high roller suite in the Canterlot castle, the place her and her master would be spending most of their time from now on. Jet Set and Indigo Zap were seen naked, staring up at the ceiling, chests panting heavily, and a train of thick cum leading out from the pegasus’s pussy. Like her own, Indigo Zap’s belly was already started to bulge out with her master’s foal. It wouldn’t be long before another pair of younglings were brought into the new world that his or her father had helped fix.

“T-Thank you…master,” Indigo Zap panted, leaning over and planting a loving kiss on her owner’s cheek before collapsing back down onto the lavish bed. “Not just for what you did to me… but for all of Equestria. I don’t think us girls will ever be able to show you how much it means to us!”

“Well… I certainly wouldn’t mind seeing them try, heh heh,” Jet Set chuckled.

“*Ahem*… I brought your freshly cleaned and ironed clothes… master,” Chrysalis sighed, holding out the neatly folded outfits that the stallion jumped out of the bed to accept. As soon as they had left her hands the changeling dropped down to her knees, threw back her hair and cleaned off the stallion’s member with her mouth.

“Not needing to be asked… always a good sign…” Jet Set smiled as he buttoned up his shirt, watching from above as his personal changeling sex pet bobbed her head along his shaft like any other obedient mare. A loud slurping and swallowing sound indicating his pet was done cleaning the sexual fluids from his cock.

Jet Set had been rather proud of the slight progress he had made on his changeling pet. Like every other women, her rights had been revoked, barring her from wearing any clothes and stripping her of her title of Queen. The inhibitor ring also remained firmly locked in place at the base of her horn. Partly as a punishment for her past actions, partly for her own safety, and partly because they had lost the key to it when the town of Appleloosa had been razed to the ground by the changelings. To many awful memories that needed to be put to rest there after all. Ever since then, after a not so brief phase of anger, Chrysalis had seemed to have an easier time accepting her position under men and moved to at least secure her role as the pet of one of the new highest ranking officials in Equestria. With her changeling magic sealed off, she was left no stronger than any other mare in Equestria, which helped everyone else around her feel more at ease. After all, women with power only lead to problems that men had to deal with, and with the stallions in charge, they were making sure to do everything they could to insure no women would even have the chance for that ever again. The new Equestria was here to stay for the long run.

“Will that be all, master?” Chrysalis said, hiding a quick roll of her eyes.

“Help Indigo back into her cage will you? She needs some time to rest before the delegates from Saddle Aribia get here later tonight. Hoping the council can pass our girls around at their best to earn some favor.” Jet Set said. Chrysalis complied without complaint, picking up the nearly passed out mare in her arms, walking over and gently placing her inside the luxurious Coco Pommel brand pet cage. The door closing and automatically locked itself shut, sealing the mare inside until someone of the opposite gender had use for her skills.

“Only you would find a way to be grumble after all of this!” Jet Set chuckled. “This is exactly what you wanted for Equestria, right? Mares finally realizing they shouldn’t try to live their lives pretending to be something they’re not? Accepting their place as breeding livestock for men? Plus, with all the changes we’ve made, crime and theft are pretty much non-existent! And why wouldn’t it be? Everypony is happy and content with their new lives. It’s perfect!”

“Yes… all its missing is the mountain of stallion corpses of which my throne was to be seated upon…” Chrysalis added begrudgingly.

“You should be happy you’re still my pet, Chrysalis,” The stallion replied, petting her on the head. “A lot of the others would have been happier throwing you in the same cell with all the stallion rapists and leaving you there to rot… considering everything you’ve done, or at least tried to do. Now come on. I have a council meeting to catch. Group is going to be voting on whether or not we should restrict female unicorn’s magic usage to all but the most basic of spells or what not. I even had a few of the female servants here ask me if I would be willing to establish mares giving blowjobs to others as a replacement for handshakes between stallions. Seems like it could be a nice custom.”

“Now my traitorous drones have been morphed into colorful abominations...” Chrysalis grumbled on, not paying a mind to whatever her master was saying as she dropped back down onto her hands and knees, allowing Jet Set to attach a golden leash around the loop of her collar. “Serves them right for their betrayal of their queen!” As one who wasn’t as accustomed to giving love but rather receiving it, Chrysalis remained the only changeling yet to transform. Not that Jet Set didn’t give her every opportunity to do just that.

It turns out apparently many stallions do not in fact appreciate wanting to be killed by a changeling queen. As part of her on going punishment, Chrysalis was ordered to secure herself to the stocks outside in the Canterlot courtyard and allow every stallion who wanted to the chance to fuck her holes, free of charge. The shifts were hard work and hours on end. Pictures for news and personal memories were taken aplenty, insuring everyone knew and saw of the ex-queen’s cum soaked humiliation. She had to show proper respect at all times, including swallowing every drop of cum she was gifted with. Not to mention personally thanking ever stallion who came inside her before begging for their forgiveness. Had she resisted her punishment at any time, she knew even Jet Set would have had trouble stopping herself from being thrown in the Canterlot Dungeon with all the rapists, where, without any of her magic, she doubted she would have survived.

Jet Set sighed as he walked his disobedient pet out of their room. It was quite possible she would never be fully trained like a typical mare… but maybe that was exactly why he liked her. It seemed only fitting her only mates from now on would be stallions.

Not many could argue that Equestria did not have a bright future for generations to come. Some electing to declare it a literal utopia of peace and pleasure the world was always meant to be.

Others, while happy with the current state of affairs, were not fully satisfied just yet. Equestria may have been approaching perfection, but the rest of the world still remained unchanged for the most part. Dragons, yaks, zebras, griffon, and humans, all treated their women improperly. Not using them as cum dumps or sex slaves, but rather as equals to men… the same mistake ponies had made before the changelings.

Tensions were slowly growing as they questioned if they should press outwards and enlighten the other races of the world just as the changelings had done for them. After all, changeling did teach them not to be selfish and to care for other’s pleasure…

Bonus Chapter: A Quick Check-Up and Lesson

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Twilight Sparkle wiped a joyful tear from her eye as she watched the scene from Ponyville town square. At long last, Equestria was back together once again, now stronger than ever. Around her, changelings and stallions alike worked to rebuild Ponyville to its past glory. Not only were the old abandoned houses repaired to a livable state, but also new ones added for the many new changeling inhabitants that had all been handed their permanent and official Equestrian citizenship papers. But their work was far from done with even that, as more structures and expansions were planned to accommodate for the large influx of sex slaves they were expecting from the lands beyond. Each new subjugated race would bring a new flavor to the table… one that Twilight could hardly wait to have her way with. Especially zebras… the thought of those striped and stripped mares lapping away at her pony pussy to Spike’s enjoyment sent a shiver down her spine. She would have to make extra sure her master had the appropriate funds to purchase one as soon as they became available to the public.

Walking around town, the alicorn was amazed to no end at all the changes her Ponyville had taken to that signaled the coming of a new and better age. Sex toy shops, mare disciplinary schools, slave sitting services, pounds for housing stray mares, and body modification services… all were new enterprises emerging from the jungle that was the free market… and with promising prospects to top it off. Perhaps one of her favorites was Ponyville’s group of resident changelings who ran a certified Mare Training practice, claiming they could take any plain freedom-loving mare and break her into a collared, cock lapping, and cum hungry sex slave in little under a half-hour. Though she had not personally witnessed their methods, she believed it. And with only the last few bits of Equestria’s female population still unaccounted for, they might have a bit of business left on their hands. The new Equestrian government had deemed those few remaining non-enslaved mare free game. Finders keepers, if you will. But they were bound to require some thorough breaking in and training as their stubbornness was likely to be the only reason they had made it this long on their own.

“OOooooh! Ohhh! This one, dad!” Twilight heard a young stallion squeal from a nearby pound window as he fondled and caressed the bare body of a slightly older and collared yellow mare sex slave on her hands and knees… who just happened to be up for sale to any potential owners. “Can we keep her? Can we? Can we? I promise I’ll take good care of her! I’ll feed her, and train her, and take her out for walks every day!”

“I don’t know, son…” The father replied. “Owning a mare is a big responsibility. Are you sure you’re up for it?”

Twilight smiled to herself as she walked away. The unknown and panting mare already nuzzled the stallion’s chest affectionately. She nodded her head in shared enthusiasm along the stallion’s persistent begging to his father while not speaking any words herself. In the end, the two of them eventually won the parent over. One handful of golden bits later the cheerful lad exited the store, whistling a happy tune. He walked along after his father, holding the leash of what was sure to be his first of many pony sex toys eagerly crawling after her new owner towards her new home.

Twilight’s attention was suddenly directed to her front as two arms wrapped around her in a hug. Under closer inspection, she discovered it was her mother pressing her bare breasts against her own in a deep embrace.

“Mom? Dad? What are you two doing here?” She asked, though not angered or annoyed. Simply surprised as she returned the loving hug.

“We just wanted to stop by and remind you just how proud we are of you,” Twilight Velvet spoke sincerely, unrelenting in pure hugging force. “You’ve done some amazing things for this land, dear, but helping the changelings easily takes the cake.”

“Thanks, mom,” Twilight said. It may have been a slight exaggeration on her part, on top of her past achievements that she played a role in… mainly saving the world. But, in a way, nobody really recognizes it when you save the world from an evil magic-eating beast or a nightmare creature from the moon. Their lives just continue as normal like before. But now, things were better for all ponies and changelings alike. It brought a warm fuzzy feeling to her, one that told her she had helped accomplish true good in the world that would last for generations. Her eyes shifted from her collared mother to her fully clothed father.

“We were actually just dropping by to visit the Ponyville hospital,” Night Light stated warmly. “Nothing’s wrong, of course. It’s some sort of new law put in place now that everyone is getting settled back into their old homes. Meant for any pony couples looking to have a foal. It’s a quick procedure but you have to go visit some medical changeling in an examination room. The Canterlot one was packed full of couples so your mother and I just figured we would come here and pay you a quick visit while we were at it.”

“I know about the new rule,” Twilight replied. “I have an appointment scheduled later today myself. It’s for Spike and I… Well… he’s not technically a pony, but the law still applies. I’m just wondering what exactly it’s for...”

“Oh, let the men wonder, dear,” Twilight Velvet scoffed to her daughter. “Us mares have better things to think about… Like how we can get a certain stallion’s pants off on the train ride home…”

“Opps! Guess that’s my cue!” Night Light beamed, planting a firm slap on his wife’s plump ass. The mare giving a delectable moan in response. “Best haul this horny lady back on home before things start getting too frisky again! Public sex is nice and all, but she is a screamer! Don’t want to risk alarming half the town!”

Twilight lovingly waved her parents off as her father dragged her mother away on a short leash. Taking one final moment to admire the splendor of what Ponyville was being converted into before heading to the hospital herself for her scheduled appointment. Tardiness was not something she took lightly after all…

“Come in, come in!” A changeling voice greeted Twilight warmly as she crawled through a newly installed pet door, fit for mares of course. The room was like she would have imagined a typical examination room to look like. Meant for one on one conversations, with a long examination table on the opposite wall end. “You can call my Dr. Cornicle.”

“Alright… Doctor,” Twilight said respectfully with a bow of her head, knowing she was in the presence of a male once again. The changeling’s eyes roamed over her nude body, taking in her true beauty in the typical changeling obsession they had become known for.

“Let’s just get you on up here real quick…” Cornicle said as he magically levitated the alicorn’s body from the floor, flipped her around, and lay her face up on the exam table. The pony knew not to struggle, even as the creature’s hands began to grope and squeeze at her monstrous swaying tits. Another of his hands fished between her legs, inserting its digits into her soaked folds. She couldn’t quite tell if it was all part of the medical procedure, or because the changeling wanted to. For either one it happened to be, she was okay with it.

“Now, have you been having regular intercourse with your owner?” Cornicle asked. “And you are here because you are looking to become pregnant?”

“Yes and yes,” Twilight replied obediently without the slightest hint of shame.

“Is he providing you with loving care and ample opportunity to nourish yourself from his cum?”

“Yes… he is…” Twilight said, though noting she could have lived without that chastity belt punishment.

“And do you, as a mare, perhaps think that you are meant for more in this world?”

“Of course not… I’m doing what I love and who I love and I’m free to express my love for others in ways that would never have flown over so well before you changelings came… I couldn’t be happier.”

“Good… good,” The changeling remarked as he noted down her responses. His horn began to glow a soft emerald hue as his magic fired up. “Now, I know you’re probably wondering why you’re here, Ms. Sparkle. Why this is a government mandated check-up and why it’s only for mares who are seeking to become pregnant.”

“Now that you mention it… I wasn’t going to ask, but I did actually wonder,” Twilight admitted, but saying so in such a way that hopefully did not convey she distrusted or questioned the law, or even that any shady business might be happening. She trusted the changelings with her life.

“I normally spare most women from the explanation, as they have better things to wrap their minds… and lips… around,” Cornicle spoke casually. “But after reading up on your file, Ms. Sparkle, and all the education you have gone through I think it would be best to explain it to you and the subtle change I’m about to make within you. Perhaps you could find a better way to phrase it for your fellow mares. *Ahem* To start… think back to the time before my kind changed your world for the better.”

“Okay…” Twilight nodded.

“Because of pony biology and the rate of which each gender was born, there was only one stallion for every three mares… And since, for reasons that escape my knowledge, your society chose to ignore the concept of polygamy and limited a single mare to be married to a single stallion. Because of this, all mares eventually developed bisexual feelings, as a contingency in the event they don’t find a male lover in their lifetime… Which was two thirds of them, if I am not mistaken. But you already know this much, don’t you?”

Twilight nodded sternly as the changeling continued on. She wasn’t ashamed to admit she was attracted to other mares… but that wasn’t to say she preferred their tongues or fingers over a hot throbbing cock any day of the week.

“Well, as cruel and unusual as the practice was on mares, it did actually have a strange positive effect on pony society… and I don’t mean driving us to invade and fix the problem for you, oh no.”

“Wait… it did?” Twilight gasped. From what she had heard, monogamy was a dumber idea than the concept of stallions… or so Chrysalis had so elegantly put it.

“You see, that one stallion is now placed in a rather powerful position when it came to choosing a mate from the masses. With so many mares to choose from, and so many eager to be chosen, he had the pick of the litter. More often than not, they would abide by their base desires, choosing mares with the most important features, from large breasts, shapely hips, thin stomachs, pretty faces, and submissiveness… That last one more so chosen after the courtship process began. Should any given female fail this initial visual review, they did not even make it to, as you ponies put it, the ‘dating’ phase, let alone marriage and impregnation.”

Twilight’s memories rushed back to early exchanges she had had with her mother. Even through all her books and studying, Twilight Velvet urged her to always make herself… ‘presentable’. To focus on her own appearance, to stay skinny and fit, not to mention to smile more when in the presence of men. Her brother on the other hand had received no such extreme advice from either of his parents… And he went on to nab a princess in marriage…

Now, statistically speaking, the best looking and best behaved mares had earned themselves a husband, and more importantly the ability to pass on those positive traits to their offspring. This is why, over countless generations of ponies, mares have slowly grown more attractive, more submissive, and all around better than those that came before.

During her time in the hive Twilight did recall hearing Princess Celestia and Luna conversing about how much sexier today’s youth was in comparison to those… who knew how many years ago! But she really hadn’t given the comment much thought at the time.

“Though irrelevant now, you should know, Twilight Sparkle, that even if us changelings never even existed, your Equestrian society would have eventually risen up to the male-dominated world it is today. Though it would have taken far too long for our tastes, personally. I think we can all agree; our way is better.”

“R-really? How exactly would that have happened?” Twilight asked, now full to the brim with utter curiosity.

“Well,” Dr. Cornicle mused after a moment of thought, idly playing with the mare’s privates as he talked. “let me phrase it like this… You have a friend in fashion, correct?”

Twilight nodded, though Rarity was more so strictly stallion and changeling fashion these days, what with mare clothing being banned.

“As I’m sure your friend will all too eagerly agree, fashion has evolved alongside society over the many years. The styles of old were bulky, cumbersome, and of course, covered a good deal of the female body. Meanwhile, in the present day, pony society was just about to adopt a more appropriate sense of fashion that went along with their base desires. Heh… imagine your Gala dresses, dipping a bit lower to reveal a surely harmless fraction more of your cleavage… Whatever it took to catch a stallion’s eye, right? Or, in a more casual fashion sense, visible underwear straps, bare midriff, nearly transparent tank tops, shorts getting shorter, showing even more of those delectable legs that a stallion could get his hands on if he chose to take you to bed… Well… you get the point. Sex sells, now more than ever before.”

“Well, I suppose that’s true so far,” Twilight nodded in agreement. Before the changeling invasion, when she still had the wrong outlook of how mares should present themselves, she had admittedly found herself appalled by the risqué fashion her fellow mares had taken to. Not the others in her group, but ponies as young as the CMC! None of which saw it as doing anything more than wearing something that was ‘comfortable’.

“But ask yourself… do you honestly know where the slippery slope would stop?” Cornicle went on. “None of us can see into the future… well, barring that one slut from the blue hive. But we could take hints from the evidence around us. Eventually we saw some hints of well-meaning mares coming along and claiming mares deserve the right to be topless because stallions have that choice. That tits aren’t a sex object… heheh, let’s be honest, your entire body is a sex object!” Cornicle chuckled as he patted the giggling alicorn’s stomach. “After that, I imagine it would only be a matter of time before fashion followed suit, covering nothing of a mare’s chest but her nipples, as for some unexplainable reason, you ponies decided that that was the point of embarrassment, not the rest of your breast. From that point on, it would only be a matter of time until a mare’s chest was completely on display. Not just from the few intelligent mares looking to bare their motherly assets to a potential stallion’s gazing eyes, but also from mares not wanting to be left behind… Dating was a fierce competition for you girls after all. The notion of willingly baring one’s own chest as a fashion choice would have appalled many before our invasion… but as our efforts have so appropriately demonstrated, mares will do anything as long as they think others are as well. It would be your hidden primal urges, pushing you, even on a subconscious level, to take the leap. Because at the end of the day, all women are just looking to find a cock that can rut a foal into their wombs!”

Twilight winced slightly as the changeling emphasized his point by roughly grasping at her gently swaying globes. Though it was nothing she had to be taught. The alicorn having long since learned her gender was destined to act as little more than men’s obedient servant and sex pets. To her, history was simply a way of revealing how much her fellow mares had struggled to come to that conclusion, reminding her once again how eternally grateful she was for the changeling’s intervention.

“Well, anyway,” Cornicle continued, “back to the present and the reason why you are here with me in this room. After the massive overhaul of pony society we are implementing, this ‘survival of the fittest’ aspect will no longer exist in Equestria. As all mares of all looks, shapes, and sizes are able to not only modify their bodies to a better appealing appearance, but also guaranteed they will be knocked up and give birth multiple times. Not just the most deserving ones handpicked by selective stallions with the most positive traits to pass on.”

With that, the changeling’s horn ceased its emerald glow, signaling the he was finished.

“Fortunately, we have been hard at work, using our changeling magic your fornication so kindly provides us to develop a new spell. A sort of genetic editing if you will,” he said, patting the spot on Twilight’s lower body where her womb was located within. “The effects will be invisible to you, of course, but this will ensure the best possible chances that your offspring, should it be female, would inherit the best traits you as a pony possess. Mainly your looks… but I suppose your brains could sneak into your foals as well. No more rolling of the dice. That’s the more complex usage of the spell, though… did you know it could also be used so as to ensure only mares result from pregnancies? Haha… actually, you might find it interesting to know Chrysalis once asked us to do exactly that to you mares… but in secret. She kind of has a thing for seeing stallions bred out of existence.”

“Yeah…” Twilight chuckled to herself. “I guess she did kinda hate stallions a bit. But I’m glad we were able to reason with her and talk her into seeing that they aren’t so bad.” She beamed proudly.

“Actually… Chrysalis gave us that order last Saturday,” Cornicle deadpanned.

“Oh………”

“But don’t worry! We didn’t listen to her. Stallions are our allies after all! We aren’t too full of ourselves to admit we need as much help as we can get to fuck our way through the moaning masses. By which I mean you women, by the way.”

“Hehe,” Twilight giggled as her naked body was levitated off the examination table and back into crawling position on the floor. “Well thank you, doctor. Not just for this… but for everything,” She cooed, nuzzling up against his leg seductively. “Stop by my- I mean, Spike’s crystal castle if you’re ever in the mood to let me repay you personally.”

“I might just take you up on that…. And it’s no problem at all, my little pony. It’s just what we do.” The changeling smiled back before planting a gentle slap on the alicorn’s purple rump. “Now go on and scamper that nice ass of yours back to your owner! I’m prescribing at least three creampies a day until you get knocked up with a beautiful healthy little foal. And send in the next mare on your way out!”

“Three creampies a day? That’s child’s play,” Twilight laughed to herself as she crawled back out through the pet door. As she traveled back to Spike she knew, even if she had known it before, that not only her but all the inhabitants of Equestria had a bright pleasurable future ahead of them!

A Changeling Invasion

by Very Sleepy

The Attack

Meanwhile in Manehattan

Hive Five

The End?

Under New Management

Changeling Usurping Nerd Team (Part 1)

Changeling Usurping Nerd Team (Part 2)

Changeling Usurping Nerd Team (Part 3)

Changeling Usurping Nerd Team (Part 4)

Newest Additions (Part 1)

Newest Additions (Part 2)

Newest Additions (Part 3)

Newest Additions (Part 4)

The Frozen North

A Changeling’s Weakness (Part 1)

A Changeling’s Weakness (Part 2)

A Changeling’s Weakness (Part 3)

Bonus Chapter - School Wide Sleepover (Part 1)

Bonus Chapter - School Wide Sleepover (Part 2)

A Changeling’s Weakness (Part 4)

Escalations (Part 1)

Escalations (Part 2)

Escalations (Part 3)

Escalations (Part 4)

Epilogue

Bonus Chapter: A Quick Check-Up and Lesson

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