> Sexual Escapades of a Loneling
>  by RetiredAccount
> --------------------------------------------------------------------------

> 00: Prologue
> --------------------------------------------------------------------------

	“State your name, please.”

“Drone D20-2001”

“Wow that’s a mouthful…”

“Call me Loneling then, that’s the name ponies gave me.”

“Okay ‘Loneling’ it is. Would you like something to drink? Hot cocoa, milkshake, smoothie…”

The female officer was rudely interrupted as her partner suddenly brought his hoof onto the table, rattling the steel surface.

“ENOUGH!” the stallion shouted, spittle flying everywhere. “Tell us what you were doing at Cranky and Mathilda’s wedding, TELL US NOW!”

“… apple juice, fruit punch or a nice cold lemonade.” Sweet Mercy rambled on, her cheery smile unperturbed by the outburst.

“I’ll have the lemonade, please.” Loneling licked a drop of pony saliva from his black snout, his long thin forked tongue darting quickly, just like a lizard. “Lots of sugar, as much as you can mix actually.”

“One super sugary lemonade coming up!” the pegasus mare sing-songed, trotting towards the door happily.

“DON’T YOU IGNORE ME!” Vigilance erupted, slamming his forehooves on the table as his colleague closed the interrogation room’s door behind her. “WHAT WERE YOU DOING AT THE WEDDING?”

“Enjoying the buffet.” Loneling deadpanned, not moving from his chair as he was sprayed with spittle again. He looked around the room, not finding very much on the bare white walls. His gaze flicked to the one-way mirror behind the irate officer; he could feel a familiar presence observing him. You didn’t forget somepony after they blasted you with a barrage of pink laser beams after all.

“And why were you sitting next to the foals?” the earth pony growled, his grey mohawk bristling. “Planning to kidnap them and do Celestia knows what to the poor things?”

“Never.” the changeling winced, making a disgusted face. “I would never touch a foal. I’m not Chrysalis.”

“AHA!” Vigilance pointed a brown hoof accusingly. “So you DO know Queen Chrysalis, the criminal responsible for the attack on Canterlot!”

“Well yes,” Loneling tilted his head, as if stating he obvious. “she IS my mother after all.”

“I KNEW IT… Wait what? Mother?” Vigilance was so surprised he forgot to keep his bad cop charade. “So you are a changeling prince?”

“Hardly.” The changeling shook his head slowly, his compound blue eyes never leaving the mirror. “All the changelings in the hive are related to the queen. It would be more accurate to say that she is my great, great, great and add a few hundred greats, great grandmother.”

“Wow…” Vigilance sat on his rump, rubbing his chin. “That’s interes…”

“Although technically she would be my grandfather.” Loneling cut in.

“… What?”

“Our queen likes to take the role of the male when she breeds during her Nuptial Flight.” Loneling’s tattered ears flicked towards the mirror. He was sure he had heard a noise coming from the other side. It sounded like *Eeeeeew*. “My real grandmother would have been one of the female ponies she chose as mates. Don’t know what happened to them though. Chrysalis probably ate them or something.” The changeling shuddered visibly.

“Why do you look so uncomfortable?” Vigilance frowned suspiciously “I thought your kind fed on ponies all the time.”

“We feed on love and pleasurable emotions.” The changeling corrected, sniffing the air. “For example I can sense that you take pride in your job, but you don’t like having to be so forceful with me.” The stallion blushed, taking a step back. After an instant of hesitation he squared his shoulders but before he could begin another tirade the door banged open.

“Sounds like you could make a good head doctor.” Sweet Mercy pranced in, carrying a cup on her back. “Ever thought about using your powers that way?”

“What do my empathic abilities have to do with brain surgery?” Loneling tilted his head. “That sounds asinine.”

“Ermm, I’ll explain later.” The azure coated mare used one of her wings to put the perspiring glass of lemonade in front of the changeling, smiling with exuberance at his thanks. 

“Why are you so happy?” Vigilance pouted, looking at his partner.

“Well…”

“She is attracted to me and is lusting for my body.” Loneling informed helpfully between sips. 

He drained the glass, enjoying the metabolic boost the sugar provided, and then realized everything was silent. He looked up, his blue eyes ping-ponging from Vigilance’s snickering face, to Sweet Mercy’s mortified expression. The mare was trying to hide her tomato red face behind her hazel mane, low whimpering escaping from her trembling muzzle.

“What?” the changeling asked, genuinely confused. “Did I say something wro…”

“YOU DON’T SAY THINGS LIKE THAT!” Sweet Mercy exploded, sliding into her usual aggressive Manehattan temperament to escape the mortifying embarrassment. “What is wrong with ya?!”

“Oh, I can go back to being the good cop?” Vigilance perked up with a  hopeful smile . “I really don’t like being mean…”

“You shaddap!” Mercy barked, pointing at her partner and receiving a squeaked ‘yes ma’am’ “You didn’t hear nothin’!” she rounded up on the changeling “and YOU, didn’t your mother tell you to be nice to mares?”

“No?” Loneling let the rage and embarrassment wash over him impassibly. The angry waves made his head hurt a little though. “To be frank I didn’t get to see much outside the hive. I was on my mother’s personal guard.”

“So wot?” Mercy fumed, pacing on the other side of the table furiously. “You some kind of super soldier or somethin’?”

“No.” the changeling shook his head. “Mother didn’t select her personal guards for their prowess in the field. She can defend herself. She just selected the drones with the most generously sized pseudo-phalluses and the better paramours would be allowed to perform ovipostion on her royal body.”

“Don’t ya know how to speak normal?” the pegasus snorted irritably, not seeing Vigilance turn green.

“Chrysalis is a sex addict, the drones with the biggest cocks get to fuck her and the ones that make her cum the most get to fill her with their eggs.” Loneling explained patiently.

A few seconds later another cry traversed the one way mirror, sounding like *Eeeew eeeew EEEEEW!* This time the two disturbed police officers heard it too, the ponies eyeing their surprised (and disgusted) reflections.

“Who the hay is back there?” Vigilance wondered. “I thought this was a private interrogation, national security and all.”

“I believe that it is miss Twilight Sparkle.” The changeling informed, scratching his chin. “And I think she is about to be sick.”

“No way…” Mercy turned white, eyes wide. “Forget about it, there ain’t no way Princess Twilight just saw me basically lifting my tail to a changeling…”

“See for yourself.” Loneling’s horn flared with green magic, flicking the light switch on the far wall.

Darkness fell on the interrogation room, revealing the other side of the mirror. The observation room was lit with a soft red light, just bright enough to illuminate a distressed looking alicorn stamping her hooves in a cute little dance of revulsion, her eyes closed and wings shaking, like she was trying to get something slimy and gross from her feathers. Parchments were falling everywhere around the alicorn’s head. Loneling manipulated a button he could now see, the magical one-way microphone turning two-ways.

“Eew eew eew eew…” Twilight chanted, trying to get the horrible images of Queen Chrysalis lying in bed with a bunch of other changelings out of her head. “Gross gross groooooss!”

“Yes, quite.” Loneling nodded with empathy. 

Twilight froze, her eyes opening and turning to the barely visible forms of two ponies and one changeling staring at her from the shadows. Her mouth opened, letting a strange rasping sound rattle out, a parchment collided with the side of her head, then she quickly flipped back the light-switch, hiding herself from view as light returned to the interrogation room.

“Well that was embarrassing…” the alicorn muttered.

“Errm, your highness, we can still hear you.” Vigilance said carefully, exchanging bewildered glances with his colleague.

“Oh pony feathers, Celestia just smite me already.” Twilight groaned. “You know what, fine. Please continue with the interrogation. Does it bother you if I interject from time to time?”

“No, your highness.” Sweet Mercy stated, regaining her cool. 

“Great!” Twilight said brightly, a shuffle of papers reaching their ears. “Proceed.”

“Riiiight,” Vigilance rubbed his temples, slightly flustered, turning to the table “Why don’t we begin with when you left your hive, mister Loneling.” He asked nicely. His easy smile faded when he took in the calculating look on the changeling’s face. 

“Is it common for servant ponies to have crushes on roya…” the changeling began, head tilted.

“ANSWER THE DAMN QUESTION!” Sweet Mercy flew to her colleague’s aid, even if judging by the little flustered squeak coming from the magical microphone the damage had been done.

“You ponies are strange.” Loneling shook his head, mystified. “Some of you are as perverted as my mother, but others, like yourselves, won’t even acknowledge your most basic interests. With a male as infatuated and a female somewhat interested it would be natural…”

“I’M LOSING PATIENCE!” Mercy took flight, hovering nose to nose with the changeling.

“Interested?” Vigilance whispered quietly from behind her.

“Somewhat.” Loneling asserted, his gaze locked with the pegasus' eyes. “And you should really step away, your lust is making me produce pheromones. If you don’t want to follow your basic reproductive instincts it would be best if you didn’t inhale them. It will make this conversation uncomfortable for all.”

Sweet Mercy lingered a dozen heartbeats longer, much longer than was necessary for her intimidation routine, then zipped to the opposite corner of the room and leaned against the edge, hidden from the observation glass. She put on a grumpy frown, shuddering as her nethers began to burn. As the first drops of arousal left her lower lips she saw the changeling’s nostrils flare, his wings buzzing; his posture went from relaxed to tense. Like a cat preparing to pounce. The corners of her mouth twitched, her unusual tactic had finally rattled the changeling’s infuriatingly calm facade.

“So,” she said loudly, startling the agitated changeling. “about you leaving your hive.” Her smirk blossomed into a toothy grin as Loneling shot her an irritated glance. Shaking up the suspect, check. Now to see what he had to say…
	
> 01: Mother knows best
> --------------------------------------------------------------------------

	Our hive is situated in an abandoned castle deep inside the badlands, we moved there after the Canterlot fiasco. Our queen had been in a murderous mood at first, and it took all of us to stop her from flying to Ponyville and use her newfound strength to raze it to the ground. She’s been obsessed with miss Twilight Sparkle since her defeat you see. Yes, I would be scared too miss Sparkle, she’s quite vindictive and she still possesses most of the power she drained from your brother. I’m sure she’s plotting something at the very moment.

Now where was I… Oh yes, the hive. After mother calmed down she resumed her duties, caring for the wounded, never sleeping until all her children were healthy. Then we started our work on the hive. At the time I didn’t really know since I was isolated from my brothers and sisters, but some drones were very upset, seeing Chrysalis’ failure as a sign she wasn’t fit to be our queen anymore. Mother knew, of course, she knows everything that goes on in her hive; but I think she was too confident in her authority to see what was really coming until it was too late.

It started like any other day: I woke up late, used the royal facilities reserved to the Queen and her guards, generally abused my high standing to be lazy, and then went to mother’s bedchambers with one of my books. She was absent at the time, probably trying to deal with the growing tensions in the hive, so I waited for her to call upon me with the other guards already present. Her bed was a salvaged royal canopy, with wool covers and fluffy pillows we found in storage, remarkably preserved. Poor linen probably never saw so many fluids as it did in those days. I had been lounging on her bed, reading for an hour when she came back. All of the guards stood at attention instantly.

“All of you, out.” She barked. “D20-2001, you can stay.”

The others gave me dirty looks as they went away. Not my fault if I was the Queen’s favorite. She had carried my brood three times already, and judging by her scent I was about to go up to four, a new record.


******************* 


“Wait wait wait,” Twilight’s voice interrupted “wouldn’t reproducing with your own genitor engender egregious gradual genetic degradation?”

“Say wot?” Sweet mercy shook her head, confused. She also retracted the hoof that had wandered between her thighs.

“Inbreeding is not a factor for changelings, miss Sparkle.” Loneling shook his head. “Queens produce spermatozoids and ovules, exclusively during their Nuptial Flights, to be able to breed with other species. But drones reproduce by laying eggs. Those eggs are copies of the father, and they will experience slight mutations during incubation. The eggs then hatch and are examined for said mutations. The ones that are beneficial are given priority breeding rights. The ones that are not are restricted.”

“Artificial selection…” Twilight whispered, her mind racing. “What about the mothers?”

“They have little influence on the progeny, they only carry the eggs. Drones are both male and females, but most of us have a preferred gender.” Loneling’s gaze flicked to Sweet Mercy, the mare sniffing her hoof discreetly. “I see myself as a male… And I am attracted to females…”

“So you have some who will lay eggs and some who will bear them?” Twilight wrote all this information furiously, the scratching of her quill bleeding through the microphone.

“Yes… It’s a system that ensures population regulation and…” Loneling’s tongue darted out, tasting the air. 

“That’s fascinating, and how does…”

“I’m sorry but can we just have sex already?” Loneling interrupted suddenly, staring at Sweet Mercy’s amused face. “You are really distracting me and I wish to put my ovipositor in you.” He said, completely straight-faced.

“… Eew.” The microphone said.

“I’ll think about it; for now continue with your story.” The pegasus mare smirked, her tail still subtly wagging to spread her scent towards the changeling. “You were alone with the queen and…”

“Fine.” Loneling sighed, his growing member quivering in disappointment. “So, as I was saying…”

“This is the most bizarre interrogation ever…” Vigilance mumbled, not seeing Twilight’s nod of agreement, her face a little flushed.


******************* 


“Today has been stressful,” Chrysalis breathed, crawling on the bed. “I need you to help me relax.”

“Of course.” I nodded. She was coming closer, and her scent was growing stronger. I don’t know what had worked her up so much, but I had the know-how and the tools to help her. Naturally I assumed her preferred position: lying on my back, ready to be ridden.

“Stand up.” She said with humor. She kept her gaze locked with my growing length. “I’m too tired to do all the work.” She turned away from me and laid down on her stomach, legs tucked under her. She had her thighs pressed together so I couldn’t see much, but her plump behind was very stimulating nonetheless. Even more when she shook her hips, making her soft buns jiggle. “I’m sure you can manage on your own.”

“Yes…” 

By that point my cock had completely emerged from its opening, which made rolling over an adventure. My ovipositor is much larger than most male ponies you see, the Queen even said that it was almost as long as her own shaft, when on her breeding cycle. It certainly was girthy enough to be a tight fit even for the queen. Are you sure you don’t want to give it a try miss Mercy? No? But you are drooling all over… Fine. In any case I was harder than usual; mounting the queen was a rare privilege, even for me. I stood on my hooves, my transparent cock shaking in anticipation. Oh yes it’s transparent, kind of like one of those silly condoms you ponies use. It bumped against my belly as I approached Chrysalis’ alluring backside. From this close I could hear her royal slit wink, the wet sounds begging for my presence.

I laid down just behind her, eyes level with her hidden treasure, then pressed my muzzle between her thighs. She tensed, pressing my snout from all sides. I knew she was playing with me, making it difficult to reach her prize, and it drove me crazy. I whined, my tongue darting around blindly, trying to find her honey pot. I heard her chuckle, so I dove deeper. My face was pressed between her ass-cheeks, my snout bumping on her groin, my tongue slathering everything, driven mad by the omnipresent scent of her arousal. Then my tongue finally found my goal.

I slobbered all over her slit, the fat lips dripping and swollen. Everytime my tongue licked her lips she winked, spraying my nose with her heavenly perfume. Everytime my tongue tried to dive into her gaping cunt she contracted her walls, prohibiting my entry. The game repeated endlessly, her teasing making my length quiver, but I had to satisfy myself by rubbing my ovipositor on the covers for now, smearing my arousal everywhere. I was slowly losing my mind, to the Queen’s great delight.

Losing my patience, I waited for her pussy to wink then lunged forward, my narrow muzzle prying her lips apart. She tried to tighten, her cunt pressing my snout on all sides, but I held firm. My tongue slid between my lips and finally entered her delectable insides. I licked urgently, her walls rippling as my forked tongue dug as deep as it could. It’s very long and prehensile, sensitive enough to find her engorged clitoris. The precious pearl was hidden between her folds, only barely visible when she winked, and my tongue coiled around her nub, tugging at it fiercely.

Chrysalis moaned from pleasure, her royal pussy opening wide, welcoming my snout into her walls. Deep enough now I released her hardened button and my tongue slithered to her most well guarded sanctuary. I lapped at her womb’s barrier, testing the waters, seeing if my Queen would allow me the great honor of depositing my eggs into her deepest cavern. For a long while her last wall remained irresponsive, my slobber pooling in her quivering pussy, my whines becoming strained and desperate, until her whole demeanor shifted. She relaxed her posterior, her thighs opening, flexed muscles becoming soft. My muzzle sank deeper, and I whinnied in excitement. My tongue felt her cervix open wide, but before I could taste her womb it closed again. No matter, I had all the assurance I needed: the Queen was indeed receptive, and before this day was over she would be full with my brood.

I threw my head back I breathed deeply, inhaling her potent scent. I stared transfixed at her now exposed royal cunt, the fat black lips opening and closing constantly, the winks making her internal walls appear, the neon green flesh begging to be stretched. Her clitoris was totally uncovered, the bright green nub harder than rock, begging me for attention. Protocol stated that I should have waited for her expressed authorization, but my mind was lost in a haze of lust, so I suddenly snorted and reared up.

My hooves sank into her soft posterior and I shuffled to align myself. My cock shook with unrestrained desire, but her position made it difficult to penetrate: she was too low, and my ovipositor slid messily between her comfortable buns. I humped into her in a crazed stupor, trying to penetrate at all cost, the weight of the eggs in my belly pushing me to try harder. Finally my ovipositor bumped against her cunt, I had to crouch awkwardly while holding on to her huge rear but I was aligned. With a grunt of satisfaction I thrust my hips forward… And nothing happened. I quickly realized that the Queen’s lips were sealed tight once again, and I remembered that I had mounted her without her say-so. My eyes widened, slowly traveling from staring at my own dick to gazing at the Queen’s eyes.

Mother was pissed. She was looking back at me with a nasty frown, her slitted eyes beginning to dilate. When her fanged muzzle opened with a hiss my heart throbbed with fright, remembering her current situation. I knew she was having some sort of problem with insubordination from the hive, and now a drone was insolently disrespecting her. In her own chambers no less. Chrysalis loved all her children, and she never killed any of us. But she did punish us according to our crimes. And I knew my sentence: for trying to take her body like a common egg carrier, she was going to bite my ovipositor off.

Several thoughts exploded into my mind at once; begging for forgiveness, trying to flee, closing my eyes and waiting for it to be over… But my body responded with a singular frantic idea: breed. My overpowering instinct clamored that if I was about to lose my cock, I was going to deposit at least one last batch of eggs into the nearest female. So the Queen and I were both bewildered when my hips resumed their desperate thrusting, my ovipositor flexing madly to sink into her cunt. We looked into each other’s eyes as her slit was battered, and her pupils dilated completely when a powerful hump punched through her resistance. I hilted just as she snarled, throwing her fang filled maw towards my neck.

I dodged the snapping jaws, still pumping away. Even in her enraged state mother still wanted to avoid killing me; if she really wanted to tear my neck off she could have struck faster than I could see, but as it was I was just quick enough to weave and jerk away. My hips were humping with frenetic energy, my egg sack already undulating, filling with nutritive and lubricating fluids. If I wanted to fill the Queen with my eggs, I had to do it fast. My ovipositor battered her insides, quivering when her womb opened despite herself, and I instinctually froze, preparing to deliver my payload. That was when the Queen lost patience.

Her horn ignited, the green haze making her enraged eyes shine. I was promptly plucked from my precarious position and slammed on the hard ground next to the bed. I stayed on my back, dazed and hurting, as the Queen slowly rose. She stepped from the bed with shaking legs, probably quivering with rage, and approached my prone form while taking her time to make me squirm. She stopped when she was just next to me with her fanged muzzle just over my length, slobber falling on my crotch.

“You dare…” she growled. 

Her dominating presence only made my cock flex harder, becoming bigger than I thought possible. The Queen tilted her head, looking at my growing shaft curiously, and for a shining moment of hope I thought she would forgive me. In the next instant, faster than I could blink, she snapped her jaws around the middle of my shaft. I have to admit that I screamed like a little filly, sure that I was now emasculated, but a deep chuckle shook me from my nightmare. Mother was looking at me with amused eyes, her jaws still clamped around my ovipositor, but her sharp teeth had not penetrated. She was holding my length with terrifying precision. She bit down just a little harder, making me squirm, then released my cock.

“No… Too easy.” She said simply.

Chrysalis then stepped over me, her great bulk leaving me in her shadow. I recognized her intent and I scrambled to hold my ovipositor in the right position. Like I had thought the Queen dropped her dripping nethers onto my groin, but instead of impaling herself on my dick like usual, she twisted her hips and sat on my stomach. My cock slid harmlessly across her oozing cunt before resting on her soft posterior, jerking and flexing between her ass-cheeks. The rest of my body was crushed under her weight, and I was thankful she was so light for her size. It still was enough to completely immobilize me, and the only thing I could move was my cock, sandwiched by her rump.

“I feel so tired.” Chrysalis drawled. Her voice was nonchalant, and I could feel her barrel vibrate against my cheek. “I think I’m going to take a nap right here.” 

My eyes widened as she started to rub my length with her soft buns. My ovipositor leaked more viscous fluids, and I could feel my eggs rumble, preparing to be released. I couldn’t halt the process now, and the queen knew it. She kept hot-dogging my cock, making me spurt more and more white goop on her black rump. I tried to move, to stop her massage, to penetrate, anything to avoid releasing my last brood outside of her, where my offspring would perish in a matter of minutes. But my egg sack constricted, my eggs inexorably beginning to head for my ovipositor. I whined in terror for my youngs.

“Stop…” I whispered, my chest too compressed to scream.

“Hmmm?” Chrysalis sounded happy with herself, making me pay with her exquisite torture. “Oh my, are you about to cum?” she said with feigned surprise.

“Yes…” I mumbled, out of breath.

“But that would be bad, wouldn’t it?” She almost sounded genuinely preoccupied. But she didn’t stop twerking her hips.

“Please…”

“Think of your poor eggs, they’ll die if you so carelessly release them at the mercy of the elements.” Chrysalis accelerated her grinding.

“I know, please I’m sor…”

“Really, you should learn some self control.” Mother sing-songed. She lifted her ample rump, my dick sliding closer to her dripping snatch. “You are lucky I’m so nice.”

“Thank you…” I wheezed. I contorted my hips to angle my ovipositor for her fat cunt. I found my target and sighed as I started to sink in. “Thank y…”

“Oops.” Chrysalis twisted away, letting my cock fall on my belly. “It slipped.” She laid down heavily on me, trapping my ovipositor between our bodies.

“No…” My cock rippled, the eggs beginning to push into my length.

“Are you all right my child?” Chrysalis asked sweetly. She swayed her body sensually. “I can feel your cock swelling under me.”

“Please, please, please…” I begged. Her weight was keeping my eggs just at the base of my length, but everytime she squirmed they travelled farther.

“You have been naughty, you know that?” Chrysalis ground her armored belly on the base of my cock, making my eggs subside.

“Yes… I…”

“Yes what?” 

“Yes, my Queen?” I said, not knowing what new game she was playing. I squeaked when she rubbed her body on my cock, letting my load jump ahead.

“No.” She purred. “You don’t want me as a queen, you want me as a female to carry your eggs, don’t you?”

“…”

“You wish to fill me with your eggs, make my belly heavy with your brood, make me a mother?” Chrysalis ground her hips against me, playing with me as my body was torn by a denied orgasm. My length jerked and spat heavy spurts of cum, but no eggs followed, trapped at my base once again.

“Yes.” I said, desperate for release.

“Yes what?”

“Yes mother.”  

“That’s an improvement,” Chrysalis’ horn ignited, and I felt her magic form a constricting band around the base of my ovipositor, keeping my eggs at bay; the aura then started running over my length like an electric current. “but you can do better than that.”

“Mom…” I whispered, eyes glazing over from the magical stimulation.

“Yeeeees.” Chrysalis hissed. “That’ it.”

“Mom please…” 

“What is it my darling?” Chrysalis stood up slowly, finally letting my ovipositor go free, her magic still massaging it. My length kicked up and slapped wetly against her stomach, but she didn’t care. Her eyes were locked with my own, hypnotizing me with their beautiful emerald shine. “Do you want something?”

“Please let me cum, please…” The denied orgasm was almost free, making my limbs thrash with frustrated pleasure.

“Beg some more.” Chrysalis’ monstrous tongue slithered from her muzzle, the thick tentacle caressing my snout. “Beg your mommy.”

“Let me cum, I need to cum in you…”

“That’s not what you want.” Chrysalis’ eyes narrowed dangerously. “Tell me, you have one last chance.”

“Please, LET ME FILL YOU WITH MY EGGS!” I screamed, the pleasure blinding me as her magic crushed the head of my cock. 

“No.”

My blood ran cold as I looked at the pitiless muzzle above me. Mother was looking at me with a gleeful expression, enjoying my despair. My length spurted more fluids than ever, jerking powerlessly on my belly. The queen then stepped away, her shadow finally leaving me. I waited with bated breath, waiting for the ring of magic surrounding my cock to disappear and let my eggs spill upon my own chest. But the magic was still there, stroking me. I looked for the queen, thinking she may have left me to squirm in eternal torment, but I quickly found her. She was back on the bed, her rump turned to me, reading the book I had left there. She felt my gaze and looked back, then smirked and swayed her tail. Her scent washed over me once more, and I was on my hooves in the next second. I galloped to the bed, eyes locked with Chrysalis’ dripping cunt. I threw myself on the bed and crawled with desperate energy.

“This is a nice novel.” She stated calmly, her tail wagging urgently. “I hadn’t read it before.”

Her lack of interest didn’t stop me, and I reared up as I reached her shapely behind. Just as my hooves where about to fall on her soft rump I remembered my lesson and flopped on my sides. I breathed hard as I laid there, one cheek pressed on the covers, the scent of her royal cunt overpowering. 

“That’s better.” I heard mother say, almost proudly. “You’re a good boy, aren’t you?”

“Yes…” I gasped, the scent making my head spin.

“I don’t like losing my favorite toys, but I hope you understand this is your last mistake.”

“I do.” My eyes were unfocused, all my senses focused on my hearing and my nose.

“Good.” She let me stew in frustrated euphoria some more. I could hear her flicking the pages of my book, taking her time as she read it. My ovipositor spasmed violently, another denied release making my head swim, the bed seeming to rock under me like a boat. But the pages kept turning. Once. Twice. Thrice. I was considering bashing my head against the ground to escape the torturous pleasure when she finally spoke up. “Oh, didn’t I say you could mount me out loud? How silly of me, I forgot.” My eyes refocused with surprise, and I stood on shaky hooves. Our eyes met, mother shooting me an amused gaze before returning to her reading. She shook her hips, spraying her juices everywhere. “Do it.”

My body and soul cried in relief as I lunged on her back, taking her fat behind in my hooves. She had positioned her hips perfectly, and my cock sank into her oozing folds, but not without resistance. She was tight, tighter than ever and I don’t know if it was because I was so hard or because she was more aroused. Her velvety walls took held of me, caressing me, dragging me deeper and unwilling to let me go. I whimpered when I bottomed out, her womb enticingly open, the warmth of her deepest cavern washing over my ovipositor. I tried to retract my length, but her walls were holding me too tightly, I couldn’t move. And the magical band was still on my base, squeezing harder than before.

“Do you know why I didn’t castrate you?” She suddenly asked.

“Uuh...” I tried to respond, but was too concentrated on my cock being crushed into submission.

“This will be the last brood I carry for this hive.” Chrysalis said calmly, but I could hear the distress in her voice. “And I already decided it would be yours.”

“Why?” I asked. Her walls had started massaging me more gently.

“No matter.” She flicked another page. “I’m going to cancel my spell, are you ready?”

As soon as she said that I started to hump quickly and powerfully. The band around my base disappeared, and I could finally feel a much awaited orgasm approach. I snarled and began liberally pounding the Queen’s behind, the impact making her bubbly butt jiggle. I rammed myself into her, again and again and again, until her black hide started to shine with a red glow. But she just kept reading, not even acknowledging my presence in her cunt. So I just thrust harder, harder and harder, feeling the head of my ovipositor start to change. The blunt head divided in three, opening like a flower. The sensitive insides of my changeling flare made me cry in painful spikes of pleasure, and after a few humps I couldn’t hold myself back. 

I threw my hips as hard as I could against the Queen’s perfect ass, watching her head wobble from the impact, just as she turned another page. At this point I didn’t care, my flare was prying her cervix open, inserting its three petals into her womb and locking my ovipositor as deep as it could go. My eyes rolled back into my head as the first egg started to travel down my length, stretching her glorious cunt as it went, before its brothers followed closely behind. Each egg was a point of incredible pleasure, and it got worse as they approached their destination. The flow was unbearably slow, and when the first egg reached my ovipositor’s end, I blacked out completely. 

The pleasure was so intense that I barely realized my eggs plopped into the Queen, their malleable shells nestling against her walls. I was dazed with pleasure, and the thought that I was filling the Queen’s sacred grounds with my own lowly eggs made my cum surge. The last egg had not traveled the whole length when my release pushed it out of my ovipositor, the thick nutritious fluid bathing my eggs, ensuring their safety. I had never released so much, all the teasing had kept me on edge too long. My offsping would be safe in the Queen’s womb, kept well fed and lubricated with my copious spunk.

After an eternity of pumping into Chrysalis, my ovipositor finally started to soften, the petals at the head letting the cervix seal itself, careful not to let any eggs escape. I stayed immobile, mouth open and drooling, as my length slithered out of the Queen, retracting into me at the same time. Eventually when the last inch of my cock was free I gave a strangled cry and fell on my side, chest heaving. Chrysalis finally deigned to close the book, taking the time to mark where she stopped with a strand of her wispy mane. She rose ponderously, some of my emission falling from her stretched cunt. She turned, then laid down next to me, her belly facing me. Her stomach had swollen with my brood, her carapace became soft and pliable. And it had become see-through, letting me enjoy watching my eggs packed tightly in her transparent womb. No one knows why changeling queens change in such a way when they are impregnated, but the view is one of the most satisfying sights I'd ever experienced. 

“Enjoying the show?” Chrysalis asked. At the time I was too tired to notice, but now I can remember that she sounded sad. She brushed a hoof through my frills, something she did whenever I had satisfied her. “I hope you did, because it won’t happen again.”

“My queen?” I whispered, too exhausted to comprehend.

“Don’t worry my child, just sleep.” 

I remember her lips brushing against my brow, and then I fell asleep. The next day I awoke in my quarters, and her chambers would not open for her guards. She called to us through the door, saying that we were all dismissed. At first I thought that I had done something wrong, but when we rejoined the rest of the hive I understood: the hive was preparing to expulse Chrysalis. She had been given the right to bear us one last brood before leaving, and she had accepted the ultimatum, not wanting her children to turn on her. If she to wanted she could have killed us all, but that’s not in her nature. She’s ruthless to her enemies, willing to kidnap fillies and torture mares for information. She’s the worst kind of enemy you can have, and I really don’t agree with a lot of what she did. But she will defend her children, even if it meant she had to leave us. Without her the hive didn’t feel like home, so I left.


******************* 


“Wow…” Sweet Mercy mumbled, clopping silently.

“Would you stop that?” Vigilance whined. 

“What?” Twilight piped up. “What is she doing?”

“Or at least let me help.” Loneling offered hopefully. He rose, revealing his hardened length from under the table.

“Oh sweet Celestia, put that thing away!” Twilight screeched.

“Holy cow, it’s huge…” Sweet Mercy drooled, staring at Loneling’s ovipositor.

“Yes, it was mother’s favorite.” The changeling nodded. “Now can I put my eggs in you?”

“Well…”

“Nope!” Twilight squeaked. “So much nope!”

“How about you tell us about after you left your hive?” Vigilance cut in, desperate for a change of subject.

“I could tell you and mount her at the same ti…”

“NOPE!”
	
> 02: Pet training
> --------------------------------------------------------------------------

	I left the hive not too long after Mother’s departure. Why you ask? Have you ever seen what happens when a group of foals are left without adult supervision? Yes, precisely. The hive went completely insane, anarchy breaking out even faster than Chrysalis had predicted. In the first few weeks alone we had love-riots, graffiti on the resin walls, a few cases of egg-hoarding and some doomsayers predicting the Queen would return to eat us all. We tried to elect leaders, like you ponies elect your mayors, but it went very wrong very fast. I think my brothers and sisters didn’t realize just how important Chrysalis was. They just saw her swagger around energetically all the time and didn't realize she was toiling every day to make everything run smoothly. They never saw her in her chambers, when she didn’t hide her fatigue. Mother tried to warn them before leaving, but they didn’t listen. They just kept saying she was crazy and we would be better off with Celestia as a ruler. That did not sit well with the Queen. 


*******************


“Jealous of our benevolent Princess?” Sweet mercy laughed.

“I wouldn't say jealous, as much as preoccupied.” Loneling shifted as he looked at the mare, something bumping the underside of the table. “The possibility you could see us as a threat and exterminate the hive made mother very anxious.”

“That’s preposterous!” Twilight sounded shocked by the very idea. “We would never do that!”

“That’s what the hive said, but I am not so sure.” The changeling shrugged noncommittally. “Chrysalis’ memory is older than most history books. She often told her guard stories about the old days, when ponies didn’t rule. The world used to be a bigger place she used to say. But after a while we understood: the world is still the same, there is just less in it. You see, we learned of all the races you ponies drove to near or complete extinction.” 

“Horse apples!” the alicorn snorted. She pressed the light switch in the observation room. The red light on her side turned white and she appeared to the rest of them. She glared at the changeling through the window. “Name one!” Twilight challenged vehemently

“Windigos, sirens, dream eaters,” the changeling recited, scratching his chin. “gorgons, centaurs, gargoyles, faes, blood hounds… Want me to go on?” 

“Uh…” Twilight’s confident expression crumbled with each new name. All had been dangerous foes and all had been either banished to Tartarus or had disappeared from Equestria. In a horrible sense the changeling was right.

“Never thought of it in that way.” Vigilance muttered, brushing a hoof through his mohawk. “Is that how other races see us?”

“Don’t worry, I know ponies are creatures of peace, you only wish to make the world a better place.” Loneling crossed his forelegs, tilting his head thoughtfully. “But the species that struggle with your way of life, or ‘Harmony’ as you call it, sure don’t seem to last very long.”

“I assure you we have the best intentions.” The alicorn rushed to say, wings fluffing in agitation. “Every creature is welcome to join us!”

“So the story about a zebra being treated like a pariah in this very town is false?” 

“It’s a work in progress?” Twilight said, with an awkward smile.

“I see.” Loneling quirked an eyebrow, watching the alicorn fidgeting. “I would work on your diplomatic skills if I were you miss Sparkle, you could start a war by being so inept.” He said helpfully. “Well anyway, now you understand why mother was afraid for us.” Loneling continued, ignoring Twilight’s grumbles. “And that’s why she left personal messages for you and the other princesses inside her children’s minds. Do you want to hear them?”

“Oh?” Twilight’s head jerked back in surprise. A letter from the dangerous and, as it turned out, perverted Queen? That couldn’t be good. “Well alright…” she pressed her ears against her head, preparing for the worst.

“Very good miss.” Loneling cleared his throat, then opened his mouth wide. The ponies looked at each other in confusion before a loud static noise crackled from the changeling’s throat. Someone other than Loneling began to speak, startling them all. The voice that emerged from his maw was terribly familiar to Twilight, sending shivers through her spine. “Hello my beautiful and sexy alicorn! This is just a friendly warning: if you hurt my children I will personally butcher each and every one of your little ponies. I see it as a waste of livestock, so be a dear and don’t make me do it. Be patient with them, they can be a little idiotic at times; you know how kids are. You look great by the way. Tata for now!” Loneling closed his muzzle, Chrysalis’ buzzing voice cutting off. 

“Did…” Sweet Mercy stared, astonished. “Did she leave a voicemail in your head?”

“Why yes, very efficient don’t you think?” Loneling looked at the bewildered pegasus curiously. He idly wondered if it would be polite to stuff his cock in her open mouth, then turned to Twilight. “That was the message for madame Celestia, would you like to hear your own personal message?”

“She left one just for me?” Twilight was surprised. She expected a message from Chrysalis to be much more vicious. If you put aside the promise of genocide and her disrespect she was almost cordial. "Yes, please!" She waited with bated breath as Loneling opened his jaws again.

“Dear Twilight Sparkle” that was a good start. “I will personally pluck every feather from your undeserved wings when I get my hooves on your skinny flanks. I’ll make myself a nice purple fan so I can keep cool while I ram my big fat cock down your narrow little…”

“Stop!” Twilight squeaked. Loneling closed his mouth with a snap. “What the hay, why was she so nice to Princess Celestia in comparison?”

“Because mother always found her very desirable.” Loneling rubbed his sore throat. “Kept on going about ravaging Celestia in her throne room while her subjects watched.”

“You weren’t kidding when you said she was a sex addict, eh?” Sweet Mercy whistled.

“Because you ponies are ones to talk?” Loneling deadpanned. “Take this mare I met on the road for example…”


*******************


Our last elected leader was running from a mob wielding pitchforks and torches, no idea where those came from, when I finally accepted that I couldn’t do much to help the hive from the inside. It was only a matter of time until someling went to ask for Celestia’s help or we were discovered. Mother’s warnings were heavy on my mind, so I decided to take the initiative, go out on my own, become a representative for changeling-kind to you ponies. I would prove that we were not monsters, that we only wanted to live peacefully amongst you. And of course I would use my best skill: sex.

What? Why are you laughing miss Mercy? It was a good idea! I have done nothing in my life but pleasure my Queen, I can assure you that my credentials in love making are stellar. No I don’t have a resume, that would be silly. Just ask my mother she’ll… Okay never mind. 

So I went on the road. The only times I had been able to go outside the hive had been for military purposes, this was the first time I could actually enjoy the scenery. Well after I got out of the badlands that is; that place is a bore. After days of wandering I found myself on the edge of a green forest and I chanced upon a dirt road. I did not encounter anypony for the first few days, but I did enjoy myself immensely. I meant enjoy the trip miss Mercy. No I don’t masturbate, I could release eggs if I am not careful. What does making an omelet have to do with this? 

Anyway just as I was starting to become hungry I encountered my first pony. Night was falling and I was looking for a place to stay the night, when a glint caught my eye. It was a silver caravan, shining red with the setting sun. It was the first sign of civilization since I started my journey and I was longing for companionship. After a quick gallop I found that the vehicle was stuck in a mud-hole, a mare trying to free it with all her magical powers. She was so focused on her task that she didn’t hear me approach until I was right behind her. Pardon my candor, but it was the most pathetic display of telekinesis I had ever seen. I probably should not have said that out loud at the time.

“How dare you!” the azure mare rounded on me, outraged. Her eyes got wide when she saw me standing there. “Aaah! Monster! Get away from Trixie!”



*******************



“You’ve got to be kidding me…” Twilight facehoofed.

“Oh yes, she did mention she knew you, in very colorful language.” Loneling nodded sagely. “I think she and my mother would get along very well.”

“Of course she had to be the first pony you met.” The alicorn groaned. “Talk about bad first impressions.”

“Well she didn’t impress me with her magical skills, that’s a certitude.”



*******************



Trixie sent a barrage of arcane missiles my way, an impressive quantity I must admit, but they were so weak that I barely felt them. She kept peppering me while I just stared at her in wonder. She looked so soft in comparison to a drone, her fur fluffy and luminous and above all her silver mane sparkled against the setting sun. She was what mother liked to call ‘prime broodmare material’. She was tall, her long legs shapely without being too fat, she had mouthwatering voluptuous hips I couldn’t wait to have in my grasp and a full lipped mouth that was currently berating me with all the insults under the sun.

“… will teach you to mess with the greatest magician in Equestria!” Trixie kept blasting me with the magical equivalent of a squirt-gun but she was quickly tiring. “I’ll have you know *huff* that the Great *huff* and Powerful * huff* Trixie has dueled *huff huff* with a Princess *huff huff* and survived to tell the tale! *huff*”

“I’m sorry miss Great and Powerful,” I began, very confused. “but just to be clear: is this some sort of local greeting or are you trying to attack me?”

“Your bravery is commendable *huh phoo* but you can cut the *huuuuh phoo* act. Surrender and the Great *haarf* Trixie will *huuuuh* spare your lif*haaaaarrh*” 

Trixie suddenly collapsed, trying to regain her breath, her pitiful magic fizzling out. I approached carefully as the pretty mare rolled on her back, still panting. That gave me a good view of her soft belly and the two little teats between her thighs. I have to admit that I don’t understand mother’s obsession with mammary glands, I don't see what was so exciting about those plump fleshy mounds. But then again changelings don’t have them, so it could be an acquired taste. Trixie saw me staring and she quickly covered herself up, her beautiful silver tail draped between her legs.

“Get your eyes off me…” She panted. “You damn dirty changeling…”

“Oh, so you know about us? Good.” I sat just in front of her face, then began my prepared speech. “Greetings pony of Equestria, I am drone D20-2001 and I come in peace. As the unofficial ambassador for my hive, allow me to present you the best we have to offer.”

“What are you WHAT THE HAY IS THAT THING!” Trixie quickly scrambled away as my ovispositor slid out of its pocket.

“This is my cock. Would you like a taste?” I said with the best natural smile I could manage. It seemed to panic her even more.

“Oh sweet Luna, it’s disgusting!” she tried to shove me with her magic, but it barely rocked me. “Stay away from Trixie!”

“Are you trying to reject my offer or is this foreplay?” I asked, tilting my head. “I’m sorry, but your magic is so weak that I have trouble understanding your intent.”

“You dare!” Trixie seemed scandalized, forgetting her fear in favor for anger. 

She squared her shoulders, her horn shining brightly, but nothing happened. I wondered if her horn was deficient, but before I could ask her something shot from inside her caravan. Too intrigued to react, I was promptly tied up with a sturdy length of rope. It coiled around me like a snake, immobilizing my limbs and pressing my ovipositor to my belly. I had to admit that it was a pretty impressive show of precise telekinesis, the knots incredibly well done. What she lacked in raw strength she obviously made up in finesse. 

“There.” she huffed. “Try and squirm your way out of that!”

“Okay?” I ignited my horn and instantly sliced through the rope with my magic. Trixie’s triumphant expression fell comically. “What now?” I asked curiously.

“Uuuuh… LOOK!” She pointed behind me, eyes wide. "A TASTY BABY!"

“Where?” 



*******************



“You actually fell for that?” Vigilance asked, incredulous.

“For my defense her acting was very convincing.”

“So what did she do?” Sweet Mercy chuckled. “Run away?”

“No. She knocked me out with a frying pan.”



*******************



The first thing I heard as I was coming to was a weird buzzing, similar to a drone taking flight. I was hanging from some sort of harness, my back hooves barely scraping against the ground, a cold slab of steel on my back. Then I felt an insistent vibration at the base of my horn. The annoying feeling helped me clear my head and I finally managed to open my eyes. Trixie was right in front of me, standing on two legs, her tongue sticking out of her mouth as she messed with something on my head. From this close I could feel her breath wash over my muzzle; it smelled minty.

“That was unnecessary.” I grumbled.

“Shush.” Trixie did some last tweaks to whatever was buzzing on my horn. “Aaaand there!” She smiled then stepped back, looking proudly at her work.

I realized then that I was inside her caravan. It was surprisingly homely, the wood interior carefully varnished as was the sparse furniture, a soft light coming from firefly lanterns hanging from the ceiling. I could see a small bed nudged in a corner, with a purple quilt embroidered with golden magic wands and a plush bunny sitting on her laced pillow. The next corner had been turned into a minimalist bathroom area, with a little sink and a bucket full of water. A small square of azure tiles with a drain protected the wood flooring underneath. 

The rest of the single room was a little unkempt. There were several knickknacks scattered all around (accessories, ribbons, books that sort of thing) and a tattered lavender hat and cape hanging from a hat-rack right next to me. All in all Trixie’s home had a pleasant atmosphere, warm and welcoming. Something that I could have better appreciated if I wasn’t strapped to a vertical gurney, leaving me spread eagle like bug in a display case. 

“Is this part of your people’s mating ritual?” I asked curiously. I tried to ignite my horn to examine the straps holding me but my magic fluctuated and died. “Did you put a magic null-ring on my horn?”

“With how pricey those things are? Please.” The mare flicked her mane back, looking smug. “Trixie had to use her vast intellect to find a way to subdue you. She is the smartest pony in Equestria after all.”

“So what is it?” I was really curious, the buzzing making my ears twitch.

“Something from Trixie’s special chest.” She smiled, pointing to a trunk open at her hooves. 

I could see strips of black leathers in there, as well as spare pieces for the slab I was strapped to. There were other strange objects inside. A weird little red ball with holes attached to a thin belt, riding crops, whips, candles, blindfolds and a carefully folded crimson latex suit. I was trying to understand why all those random objects were stored together when my eyes widened. I had spied something that looked like a disembodied horse cock, but I quickly realized that it was made of some kind of wax. That I knew what it was. Mother was an accomplished sculptor, she had an impressive collection of resin dildos in her room. I think I saw a few during the riots back at the hive, being used as clubs.

“That’s interesting.” I mumbled.

“Impressed by Trixie’s collection?” she smirked.

“Well the craftsmanship is a little subpar, it’s much too veiny to be realistic and…”

“Silence.” She snapped. She also took the occasion to slap my ovipositor, which was still hard and quivering. “Now tell me, what were you trying to do to Trixie?” She asked with an angry tone that reminded me of Chrysalis.

“Just offering my services,” I tried not to squirm as she ran a hoof over my length “trying to show ponies that changelings can be nice.”

“Hmmm.” She tilted her head, looking up at my face with suspicion. “And what about shoving this little thing in my face?” She slapped my cock again, this time with more strength.

“I…” I inhaled as she squeezed the blunt head of my ovipositor. She seemed curious by the way it could segment in three. “I am a trained escort with years of experience in pleasing…” I gasped as she roughly pushed my ovipositor up, looking at my underside. “… in pleasing females.”

“Trixie is skeptical something as small as this could satisfy her.” She let my shaft bounce down, sucking her tongue in a disapproving *tsk*. “You don’t even have any balls.”

“Drones don’t have testicles but…” I gulped as she levitated one of the sturdier riding crops out of the trunk. “We… We have an egg pouch inside our body, we do produce ejaculate in our seminal glands to nourish our…” 

“Disgusting.” She whipped my snout with a sharp blow, making me yelp. “So that’s what you were trying to do? Put your filthy eggs in Trixie’s magnificent body?”

“I had hoped you would be interested.” I panted, sounding meek. This was a pattern I was used to follow. Get punished, then act submissive. “Changelings raised by ponies would be a great way to show we can coexist. But if you wish I can keep myself from releasing my eggs, I would only offer you my talents.”

“Is that right?” She smirked evilly, dragging the end of her riding crop over my whole length. “So this is a gift just for Trixie?” She toyed with my ovipositor’s flare, smearing my dripping secretions on her short whip.

“If you would have it, yes.” I breathed, my hips unsuccessfully trying to hump against the tight restraints. “Untie me and I would be happy to demonstrate my prowess in the field of love making and…”

“Mmmh…” Trixie wielded her riding crop and gave my cock an experimental tap, before hitting my shaft properly, the *SNAP* resounding around the caravan. Her mouth curled up as my breath hitched. “You seem pretty resilient, do you even feel anything?”

“Pseudo-shafts are very sturdy and are protected by a flexible chitin covering.” I rushed to say. “But it is as sensitive as any other phallus.”

“So you don’t get injured easily, but you feel everything.” Trixie seemed very pleased. She looked up at me, eyes lidded with desire. “Do you enjoy pain?”

“Our Queen was very thorough with our education in sexual fetishes,” I nodded quickly. “she trained us to be receptive to all manners of different stimuli and…”

“Wordy little thing, aren’t you.” Trixie hummed and levitated the red ball full of holes. “This should help.” She then crammed what I later found out to be a ball gag into my mouth, closing the strap behind my head.

“*Mmmf*”

“That’s better.” She smiled wide. “Now where was Trixie? Oh yes, your puny little present.” She grabbed my cock with a hoof and gave a careless pump, making my ovipositor spurt more lube. 

She smeared the lubricant all over my length with her forehooves, humming as she worked. Everytime my ovipositor twitched she swung her riding crop and hit my flare with a sharp blow, tsking in disapproval. Trixie examined my cock thoroughly, bringing her muzzle one breath away but never actually letting my length touch anything but her hooves. One powerful squeeze around the middle made my shaft jump up, actually brushing against her snout. I had the time to enjoy the feeling of her soft fur before the riding crop lashed at me, the stinging making me see stars.

“No, bad!” She admonished. “No touching unless I say so.”

I was breathing hard at that point, my cock burning from the soft lashings, wanting more. She looked into my excited eyes and shook her head, like a teacher disappointed in a student.

“What is Trixie going to do with you?” She slowly ran her hoof on the underside of my ovipositor, making me grunt. “What was your name again?”

“*Mmhmhft*”

“No, that won’t do.” She chuckled, her hoof resting against my flare, plugging the flow of lube. “Trixie’s pet must have a name to match her greatness.” My arousal was trickling down her leg, dripping from her elbow, but she didn’t seem to mind. Her gaze sweeped around her home, until she eyed one of the books lying around. A western adventure. “Hmm, the Lone Changeling? Too long.” She thought out loud, her hoof griping my flare so hard I almost came. A powerful spray of precum shot through my length, knocking her hoof away in a sticky explosion.

It splashed on her muzzle, matting her lovely blue fur with my viscous juices. I held my breath, seeing her playful expression melt into a frown. The cold anger on her face reminded me so much of Mother that I couldn’t stop a few more gushes from hitting her soiled muzzle. She didn’t even flinch.

“You dirtied Trixie’s perfect coat.” She said, with a terrifying calm voice, thunder rumbling under her careful control. She lowered her riding crop on my blunt cock-head, caressing it gently. “I’m going to make you pay.”

And she did, with terrible zeal. She lashed out, striking my length with stinging blows that sent electric shocks down my spine, more spurts of precum spraying everywhere. She whipped harder each time a drop fell on her body, my cock beginning to burn, angry green marks crisscrossing my transparent shaft. I threw my head back when she hit the end of my ovipositor with angry precision and I couldn’t help but cum, the last shred of my sanity keeping my eggs from leaving my sack. My flare burst open, the three petals curling back against my shaft, as I shot long ropes of gelatinous spunk. Every spurt left my over-active seminal glands in a rush before shooting through my clear ovipositor; my eyes fluttered in ecstasy as my body spasmed jerkily against the straps. Finally the tide subsided and my cock kicked one last time, my release splattering noisily with an obscene wet impact.

“Impressive quantity.”

My eyes shot open, remembering where my cock was pointing at. Trixie was staring at me with one quirked eyebrow, a worrying smile on her muzzle. The fact that she was positively covered in semen didn’t seem to phase her, ropes of lumpy cum all over her front. On the contrary she seemed radiant under her gooey cover. I saw her tongue dart from her mouth, collecting a generous helping of the thick splooge spilling down her snout. She looked up and hummed thoughtfully for a few instants, tasting my spunk carefully, letting the sample dissolve on her tongue. 

“Adequate.” She said casually. “It lacks some bitterness since there are no sperm, but the texture is very pleasant. Thicker than most stallions.” She smacked her lips, letting me see her tongue, covered in white goop. “It’s very subtle but Trixie thinks she can sense a hint of spice, almost like cinnamon. Very interesting.”

I watched in awe as a pony, a member of a species I thought embraced innocence as a second nature, analyzed my spunk like a food critic. It was the most arousing sight I had ever experienced. My flare closed, ready for round two and I started to rock the gurney in a futile attempt to free myself. Her gaze flicked back to me, her ears perking at my desperate whines.

“Tut tut tut.” She clicked her tongue, finally swallowing. I struggled even harder when I heard the heavy *gulp*, my body releasing concentrated pheromones instinctually.  “What is Trixie going to do with you, my little Loneling.” She licked her lips, her face beginning to flush. 

In this enclosed space, with the quantity of pheromones I was releasing and the pungent scent of my semen it was a wonder she wasn’t writhing on the floor, begging for a cock. But it seemed Trixie had a tight grasp on her urges. Her pupils were wide, her nostrils flaring constantly and her tail swishing back and forth like a cat in heat but she still turned away from me. I got a good look at her backside, her winking vulvae releasing streams of perfumed juices down her thighs, the smell making my cock bounce against my belly. Her delicate pussy was very different from mother’s fat cunt; where Chrysalis’ lips were wide and meaty, Trixie’s slit looked like a dainty rose, pink and appetizing. The heavenly view was obstructed when she drew a screen across her bathroom area, hiding from view. I could only see her hooves.

I heard Trixie wash herself, water dripping on the azure tiles below, my spunk drained away. She hummed a gentle tune, taking her time, letting me stew with my cock in the air. I tried to squirm free again but the straps were unyielding. I had been tied up with professional care and the thing buzzing on my horn still prevented me from using magic. My ovipositor was finally starting to calm down when Trixie emerged from behind the screen. She was drying her mane with a towel, her fur as fluffy and clean as it was before I had covered her in my scent. The beautiful mare hung her towel under the sink, overturned the empty bucket over the drain and finally deigned to look at me again. Trixie snorted with humor as she looked at my rapidly growing length, then made her way over, slowly. 

I was treated to the most erotic cat-walk I have ever seen, even sexier than mother’s. Trixie’s gorgeous hips rolled indecently as she sauntered closer, a sensual smile on her muzzle, her tail flicking with each step. My cock throbbed with anticipation, sure that it was about to receive some much needed attention. Trixie stopped just in front of me, her eyes traveling from my quivering dick to my eyes and her horn ignited. I prepared myself to be freed, already imagining myself mounting the sexy angel and filling her little flower with my eggs, but she had other ideas.

Trixie’s magic took hold of the crimson latex garment inside the chest, shot me an amused glance, then walked around me, disappearing behind the gurney. I struggled with my bindings, even more so when her tail dragged over my length as she left my field of view. Once again she was hidden and I could only listen. I heard a long zipper being opened, then the *pop* of a container. My nose was instantly invaded with the smell of talcum powder and I heard Trixie sneeze. Even her sneezes were sexy. I heard her mess around with the suit, the sound of rubbing latex making my heart race. Then the zipper closed.

Before I could even say *Mmfh* the slab I was resting against suddenly fell backwards, stopping abruptly when it was horizontal with a *clank*. My eyes were still adjusting from the brutal motion when the gurney dropped to the ground. I was now lying on the steel contraption, level with the floor. I looked up to see what Trixie was doing. My heart stopped.

If I had thought she was sexy before, now she was unbearably hot. The crimson latex hugged her body to perfection, like a second coat, accentuating all her curves while giving her a gleaning finish that reminded me of a drone carapace. The sexy blue angel had turned into a smoking-hot red demon. Only her head and her crotch where uncovered, I could see her arousal dripping between her legs. Her eyes were locked with my bulging length, her tail wagging more than ever. She smiled a terribly familiar smile. It was the smile mother had when she was about to play with her prey.

“I see you like Trixie’s outfit.” She purred. Her horn shone blue once again and my breath hitched as I saw her grab one of the long whips. “Don’t worry my little pet.” She breathed sultrily. “You won’t feel the bite of my toy if you do what I say.” She cracked her whip just next to my cock, the sound making me flinch. “Understand?” 

“*Mmmhmmh*” I mumbled desperately, nodding my head. I froze when she brought the folded end of her lash on the side of my shaft.

“Good Loneling.” She murmured huskily. She stepped over me, carelessly treading on my bound limbs as she brought her rump over my head. “Now…” My pants accelerated, I could feel her warm breath washing over my cock. “I am going to take the ball gag off, but you are not allowed to talk. You are only allowed to service your master. Understand?” She didn’t wait for my response and undid the strap behind my head, liberating my mouth. I huffed drunkenly, Trixie’s dripping pussy just over me. “Talk, you get the whip.” She brought her nethers closer. “Stop before I tell you to, you get the whip.” She was just out of reach, my tongue just barely reaching her winking lips. “Make me come and I might just let you inside me.”

She then sat heavily on my face. I managed to open my mouth wide enough to take her whole groin into my maw, jaw unhinging, then I went to town. My tongue lashed out and instantly pierced her oozing slit, slithering inside her velvety walls. Her arousal tasted sweeter than the best love-nectar ever brewed, I drank to my heart’s content. Trixie moaned and started swaying her hips, my fangs sinking harmlessly into her latex suit. My quest for her love button was swift, her clitoris completely exposed and engorged. My tongue coiled around it and I was rewarded with a strong squirt, Trixie’s scent invading my senses as I swallowed everything she gave me. And I wanted more. I tugged her little nub with insistence, the rest of my tongue thrashing all over her dripping walls.

I don’t know how long we kept this up; me eating her pussy out, Trixie riding my face as she came over and over again, letting me taste her arousal everytime. But after some time my mind began to lose itself to lust, my cock growing larger and larger, feeling her heated breaths tease my flare. Then it finally brushed against Trixie’s lips. My length jerked eagerly and I came instantly. I expected to be punished, but as she saw my semen rushing through my transparent length Trixie inhaled a deep breath… Then gobbled my cock whole. 

I hissed into her pussy, my tongue twisting all over her pearl, as my spunk exploded from my ovipositor. I heard her scream in pleasure through her mouthful of cum, my flare expanding in her maw, making it impossible to dislodge. She swallowed thickly, trying to deal with the deluge of spunk, her desperate gulps only making me pump more and more. When her tongue licked the inside of my flare, the pleasure was so intense that I completely blacked out, spurting one last enormous load before going down for the count. 

I woke up yelping in pain, my cock burning in blissful agony. I felt the whip uncoiling from my abused shaft, my flare thankfully closed. Trixie had jerked away as soon as my flare had gone soft and she was still gulping down a mouthful of spunk urgently, so I must not have been out of it for very long. She growled, my semen making it sound like a gurgle and she cocked her whip for a second lash. Yelping in fright I spurred my limp tongue into action, grabbing hold of her neglected button. She hummed in approval and lowered her whip, swallowing the last of my thick jelly. The obscene sound of my spunk traveling down her throat made my cock twitch with renewed vigor and that’s when I felt it.

During my black-out I had lost control over my egg-sack; it had started the unstoppable process of laying its load. I had a flash-back to my last session with mother and realized that this time was different: Trixie had no idea how disastrous laying eggs outside of a host could be. I struggled to free my maw, biting just a little harder until my fangs punctured her latex suit. She yelped as she felt me pricking her ass, jerked away in surprise and fell sideways. My jaws were stretched and sore, I worked them with a wince while Trixie turned to me, glaring daggers.

“Please, let me explain…” I didn’t get to finish before her whip lashed out with a *CRACK*, the length of leather brutally curling around my spasming shaft. The pleasure took my breath away.

“No talking.” Trixie hissed. “Bad pet, biting your owner.” She brought her whip back for another lash.

“No! Please my eggs!” I said, tears welling into my eyes. When she saw my despair Trixie held her whip back, looking confused.

“What are you talking about?” She said, her tone changing from anger to concern. Her eyes widened when she saw the first eggs appear at the base of my transparent shaft. 

“Inside!” I cried, squirming madly. “Please let me lay them inside you!”

“No way!” she jerked her head back, her eyes ping-ponging from my ovipositor to my anguished muzzle. “Trixie is not putting those things in her muffin!”

“They’ll die outside!” I was completely panicked, the first egg now almost halfway up my shaft.

“You said you could control them!” She fidgeted, stamping her hooves in indecision.

“It felt too good!” 

“Oh for pony-sake!” Trixie hesitated for a few more heartbeats, then she scrambled over me. “Of course the one time Trixie forgets to give a safe word…” We were now face to face.

“Please hurry…” I panted, pleasure making my voice shake.

“Don’t pressure Trixie!” She hissed, but nonetheless she hastened to sit on my bulging cock. In fact she went so fast her latex covered hooves slipped on an unfortunate strand of spunk, making her fall backwards. “Aaaah! Luna buck me to the moon!” She shouted as my ovipositor sank into her in one long plunge.

At first I didn’t understand why her dainty little slit felt like a rough furnace, much tighter than I expected, the walls grooved and blistering hot. But then Trixie cried out, her pussy squirting a clear jet of mare arousal; right on my belly. In her haste to save my brood she had impaled herself in the wrong hole. But it sure felt right to me. Her ass was the tightest fit my cock had ever experienced, her walls undulating and hugging my ovipositor in a steely embrace. I could feel her puckered hole trying to strangle my shaft, her little doughnut stretched to its limits. It was too much for me, I threw my head back and howled like an animal.

My flare burst open, the petals adhering to her walls like suction cups, my hips humping feebly as the first egg plopped deep inside her rectum. Trixie squealed at the sensation and tried to extricate herself from the cock stretching her asshole. But my flare held on tight, keeping me hilted as far as possible as my progeny streamed into her. I felt my eggs cluster inside her ass, their malleable shells hugging her walls and readying themselves for anal incubation. Trixie eeped, tried to stand one more time, but her hoof skidded with a squeaky sound. She fell forward, her latex-covered belly colliding with my carapaced stomach. 

We stared at each other, our snouts brushing against one another, our breaths mixing as we panted in pleasure. Her eyes widened each time one of my eggs roughly pushed its ways past her anus, her cute gaps making me wish I could hug her, hold her beautiful body as I filled her. Her sphincter dilated at some point, letting my eggs push into her in a continuous flow. I felt her belly start to swell with my brood, just as my sack was emptied. 

The last eggs traveled up my shaft lazily, Trixie’s wall pulsing around the bulges. Once they were safely inside her my cock jerked mightily, a deluge of semen bathing my youngs, the nourishing fluid congealing quickly around my eggs. My cum formed a tight seal around my brood, something that would not have happened had I laid my eggs in her womb. His task accomplished, my flare closed, releasing Trixie from its grasp. 

But Trixie didn’t move, she just laid her head on my chest, taking the time to get her breath back. My cock slowly deflated, spurting some last spurts of spunk into her stretched rectum, before it plopped from her anus and slithered back into my body. We stayed still, pressed together, any little motion provoking a squeak as her latex suit rubbed on my carapace. 

“Are you okay, miss Trixie?” I asked after a long moment of rest.

“Trixie is not sure.” She mumbled. Her eyes flicked to my face with a frown. “Trixie’s ass was just filled with eggs!” 

“Don’t worry.” I nuzzled the side of her head, happy that she didn’t shy away. She just grumbled cutely. “Although a womb is the recommended target for ovisposition, changeling eggs are perfectly capable of incubating in rectal cavities. They will not harm you nor prevent  you from having normal bowel movements and...”

“Not what Trixie meant.” She grumped. She ran her latex covered hoof over my chest. “How long before your eggs are done?”

“Our eggs will be matured in a mouth.” I replied with a quick smile.

“And then what? Do they burst out of Trixie’s stomach like she’s a piñata?”

“Of course not.” I deadpanned, wondering where she got such a silly idea. “The gel holding the eggs together will naturally dissolve and you will lay them in a painless process.”

“Trixie is not a chicken…”

“Then they will hatch a few minutes later, your own brood of little changelings.” I said happily. “Feed them plenty of love and they will grow strong. If you teach them the ways of ponies, you would be giving the changeling race a brand new start. A chance of knowing ‘Harmony’.”

“Sounds like work.” Trixie grunted, then rolled on her side. She looked at the slight bump on her stomach warily. “This is going to be a problem for Trixie’s performances.”

“I could help you if you wish?” I proposed kindly.

“Of course you will help Trixie.” She huffed, standing up. “You owe Trixie.” She started to undo the straps holding me down.

“Great! I hoped to find a companion to travel with.” I gushed, eyes shining. I flexed my sore limbs as I was released. Once I was free I held a hoof to my horn, curious about the little thing still buzzing at its base. It felt like a small egg, its vibrations messing with my magic. “What is this?”

“Never you mind.” Trixie grabbed the little vibrating egg and quickly stuffed it into her trunk. She levitated the discarded whip and riding crop, bringing them to her bathroom area, trying her best not to let the dripping fluids fall on her furniture. She also pressed her tail against her oozing puckered hole, holding the flow of surplus semen from staining her wood floor.

“So…” I looked around. “Where do you want me to sleep?”

“Excuse me?” She looked back at me, frowning.

“Well, we are going to be traveling  together.” I scratched my chin, looking at her cute little bed. “If we snuggle together can I be the little spoon?”

Her head fell sideways, looking at me like I had grown a second head. 


*******************


“Pfft” Sweet Mercy snickered. She was sitting at one end of the table, to Loneling’s left. “I’m guessing you didn’t get to be the little spoon?”

“No.” Loneling deadpanned. “She grabbed her frying pan and chased me off her wagon.”

“So you had to sleep outside?” Vigilance said empathically while his partner burst out laughing. He was sitting on the other end of the table from Mercy, facing the giggling pegasus. He reached out and placed his hoof on Loneling’s leg. “That’s rough buddy.”

“I had been sleeping under the stars for a few days at that point. At least she threw me a pillow and a blanket.” Loneling stared at the brown hoof curiously, before his eyes flicked to the one-way mirror turned window. “Are you alright miss Sparkle?”

“*Mfff*” The alicorn replied, her face still pressed against the opposing wall. She had balls of crumpled parchment stuffed in her ears, but it had not helped her escape the traumatizing tale. 

“She got like that when you got to the latex suit.” Sweet Mercy chuckled, wiping tears from her eyes. “Good thing too, don’t want her to see under the table.”

“Uh?” Vigilance’s head jerked back. Curious he leaned right, taking a peak under the steel surface. He quickly wished he hadn’t. He slowly sat back upright, his face tomato red.

“PfffAHAHAHA” Sweet Mercy exploded in a fit of hilarity, her forehooves banging on the table, her hind hooves very busy. “Haven’t seen you blush like that since the first months we were assigned as partners! You were such a prude lil’ boy back then! Now look at you! AHAHAHA”

“I got used to you… Eventually.” Vigilance cringed, hearing the wet sounds coming from under the table now that he knew what had been going on down there. He shot a wary look at Loneling’s impassive expression.

“What?" The changeling said calmly. "I told her to stay away from my pheromones.”  

“The princess said no funny business…” Vigilance grumbled.

“I’m not doing anything.”  Loneling replied innocently.

“Going back to being a security officer at the hospital doesn’t seem so bad right now…” Vigilance muttered. His eyebrows rose when the changeling cleared his throat, shooting the mare a significant glance. Mercy perked up, smiling wide.

“Ops!” Sweet Mercy exclaimed “Dropped something.” She then dove under the table.

“You best find it then.” Loneling said impassively as the sounds of wet slurping and swallowing assaulted Vigilance’s ears. “Don’t want to make a mess.”

“Why are ponies in this town all crazy…” Vigilance whined, trying to ignore the moans from under the table.

“Agreed…” Twilight said, turning at the worst of times. She looked at the scene under the table with a bored expression, before turning to the observation room exit. “Okay I’m out. Done. So done.” She trotted out of the room with a calm demeanor, closing the door gently. Vigilance and Loneling exchanged a confused glance, the gulping sound getting louder and louder.

Twilight cantered out of the police station with a serene expression, heading for her castle in the distance. She would get home, give Spike a hug, go into her bathroom and take a two hour long shower, trying to forget everything she had just heard. Especially the part about Trixie being a dominatrix. That was just too horrible to contemplate. Yes horrible. And not arousing at all. She wasn’t thinking about Trixie tying her up on a gurney, what are you talking about. And if she ever tried to find the blue magician after today it would be just to make sure she was okay. Yes. She could do that right now actually, she was so worried.

Princess Twilight launched into the sky, flying away from Ponyville, something that was definitely not arousal running down her leg, no sir. The ponies on the ground waved to her, wondering why she was leaving a rainbow trail in her wake, but they enjoyed the sight nonetheless. All was well in Ponyville and, for once, everyone enjoyed the day. One particular changeling more than most.
	
> Interlude 01: Friendly bathroom chat
> --------------------------------------------------------------------------



“I can’t believe I did that…” Sweet Mercy mumbled, before swallowing another dose of mouthwash.

“Really?” Vigilance quirked an eyebrow, watching his partner spit in the sink. “This is not the first time you’ve had ‘fun’ with a suspect.” He sat on his haunches and leaned on the bathroom door, taking a quick peek at the latch to make sure it was locked. He didn’t want anyone to barge in and find the two of them alone, with her partner’s mouth stinking of semen. “Although usually you wait for me to get out...”

“*Pthu* Oh wow, I just can’t take the taste out of my mouth.” The mare glanced at the mirror over the sink, examining her reflection, looking for any stray gooey strands on her fur. There were none. Nothing had spilled from her mouth; an impressive feat considering Loneling’s productivity. “I can’t believe I managed to swallow it all…”

“Wait, that’s what you were referring to?!” Vigilance groaned, banging the back of his head on the door. “By Celestia’s mane, you do realize that Princess Twilight saw you, right?”

“Yeah that’s pretty bad.” Sweet Mercy said calmly. She exhaled into her hoof, sniffing to make sure her breath didn’t stink anymore. “A cute prissy Princess, catching me in the act, seeing me with his thing in my mouth…” She hummed, licking her lips. “Watching my cheeks bulge, her eyes following each gulp of his thick delicious...”

“Mercy!” Vigilance clapped his forehooves together, catching her attention. “Focus. Leave the fantasies for later, right now we have to get you out of trouble.”

“Aaaw, what’s the matter?” Sweet Mercy turned to the younger stallion, smirking. “Afraid you gonna lose your partner?”

“Yes.” Vigilance said seriously. “I don’t want you to get fired over this.”

“That’s sweet.” Mercy smiled more genuinely, before chuckling. “But don’t worry your cute lil’ head boy, I’ll be fine.”

“Right.” Vigilance exhaled, crossing his forelegs. “What’s your excuse this time?”

“Simple.” Mercy sat on her ass, then raised her forehooves in front of her, like she was holding an invisible box. “Pheromones.”

“Pheromones?”

“Pheromones.” 

“Pheromones…” Vigilance sighed, looking at his grinning partner with a jaded expression. “So what do we put in the report? ‘Suspect released unknown airborne substance, causing agent Sweet Mercy to lose control over her sexual desires after prolonged exposure’?”

“Well you’re the expert on reports; I’m just the terrain mare.” Mercy chuckled, before burping loudly. Her eyes fluttered, her nostrils flaring. “Oh sweet Luna…” She shook her head, fanning herself with a hoof, trying not to sniff any more of the pungent scent.

“Lovely.” Vigilance winced, the smell of spunk reaching him.

“Hey, that’s nothing.” Mercy flapped her wings, dispersing the stench. “You should have tasted it coming down!”

“That’s disgusting Mercy.” Vigilance sighed. 

“Don’t be jealous, yours is pretty nice too.” Mercy wiggled her eyebrows. 

“You promised never to speak of it again.” Vigilance frowned, trying not to think about his fist week with Mercy as a partner. 

“Aaw come on, we had fun!” She licked her lips, making him shudder. “So young, so innocent; how could I have resisted?” 

“Me and my big mouth…” At the time he had thought that telling Mercy he was a virgin would make her less insistent, but the older mare had taken it as a challenge.

“Not the only thing big about you.” Mercy purred. “Not as big as our changeling friend, but it’s passable.”

“I really wish you weren’t my partner…” Vigilance sighed.

“You’re a bad liar.” Sweet Mercy sing-songed. She laughed when Vigilance pouted, looking away. “You’re so grumpy now, the last time we did the deed you were so cute!”

“Glad that was a long time ago.” Vigilance snorted. He glanced up, looking at the clock above the door. “Now let’s just get out of here before somepony finds us. I don’t want to start any rumors…”

As if the universe was hell-bent on making him suffer the doorknob suddenly turned, the door rattling. Vigilance eeped and jumped away, his heart trying to escape through his ribcage. Mercy chuckled as the stallion scrambled to hide behind her:; she was glad he was still a timid little colt at heart. Her ears perked up when someone started knocking on the door hesitantly. Vigilance held his breath, hiding under Mercy’s tail. If they didn’t make a noise they should be oka…

“OY! PISS OFF!” Mercy shouted at the door. “We’re having a moment here!”

Vigilance jumped in fright, then yanked on her tail, trying to make her shut up. He tried not to panic, hoping they were lucky and whoever was on the other side of the door hadn’t recognized her voice. It would be okay, it would be okay…

“Sweet Mercy? Is that you?” Oh sweet Celestia it was the Police Chief.

“Yes! And I’m busy, so scram!” Mercy barked, unperturbed. Vigilance tried to tackle her to the ground, but the mare didn’t budge as he jumped on her back. Mercy quirked an eyebrow as the burly stallion’s weight fell over her, then smiled when his hooves scrambled to reach her muzzle. She chuckled. “I’m dealing with a naughty colt*Mmft*”

With Vigilance holding her jaw shut she glanced back at him playfully, looking into his panicked eyes with a sultry gaze. She wiggled her eyebrows suggestively and slapped her tail on his belly. The stallion froze, realizing that in his haste he had just basically mounted Mercy. To make things worse, the perverted mare was much too happy about it. He released her mouth when she licked the inside of his hoof.

“Are you harassing that poor partner of yours again?” The chief said, exasperated.

“Of course not!” She wiggled her ample rump, rubbing her nethers on his groin, making Vigilance squeak loudly. He tried to jump back but the mare wouldn’t have any of it. Mercy grabbed his forelegs with her strong dexterous wings, pinning them against her sides, holding him in place. “He’s just giving me a back massage.”

Vigilance tried to think of anything else but the fact that his barrel was resting on top of a beautiful mare’s plump backside. He had managed to squirm back, almost dismounting, but Mercy’s powerful wings had immobilized him with his hooves curled around her flanks. He was a strong stallion, muscles rippling under his brown coat, but he knew by experience that she was stronger. So he didn’t struggle, he just thought of the most unsexy things he could imagine.

“Lieutenant we talked about this!” the chief tried to open the door forcefully, shattering Vigilance’s concentration. “You already attended every sexual-harassment seminar in Equestria! I’ve been lenient given your ‘condition’, but if you can’t control yourself…”

“Want me to come after you instead?” Mercy challenged, her voice sensual. Her tail started to caress Vigilance’s underside, making his breath hitch. “I like mature stallions too!”

“…” The chief hesitated, then grumbled. “Just don’t break him like your last assistant, he’s still afraid of mares the poor stallion.” He then trotted away, the clopping of his hooves hurried, before shouting at the door. “And get back to work!”

“You heard that?” Mercy murmured, her tail teasing his quivering sheath. “Better make this one a quickie.”

“Let me go Mercy…” Vigilance said desperately. He could feel his length growing, spurred by her soft hazel tail. “You promised… You said you wouldn’t mess with me again…”

“You started it, rubbing yourself all over me.” Mercy curled her tail around his shaft, bringing his cock to full mast. “Not fair to tease a mare like that.”

“I didn’t want to…” He gasped, his tip brushing against her nethers. “Mercy I…”

“You’re such a good little boy all the time,” Mercy flexed her wings, pulling him closer. “You’ve got to learn to have fun from time to time.” She purred as his cock parted her lips, just shy of sinking into her.

Vigilance breathed hard, feeling his hardness welcomed into her soft folds. Her honey pot was quickly becoming slippery, her arousal trickling on the underside of his cock. His eyes widened when she started winking, her pussy kissing his blunt head, begging him to thrust inside. He could hear the obscene wet sounds as her lips curled around his cock, the suction sending pleasurable spikes down his length. He resisted as long as he could, but his body could only take so much.

Mercy felt his will crumble, so she slapped her tail on Vigilance’s ribcage. His hips jerked, instinctually seeking her warmth and his head popped into her. Mercy moaned loudly, making him snort in excitement, but Vigilance resisted the urge to hump into her. He closed his eyes, panting, trying not to enjoy her velvety walls. His mind battled his instincts and he managed to hold still, even when Mercy started to wiggle her rump.

“C’mon, you need this as much as I do.” Mercy whispered sensually. She could feel his cock quivering at her entrance. “Just fill me up real quick!”

“No,” Vigilance panted, his gaze determined. “I don’t want this. This is not making love...”

“Damn right.” She whipped her tail across his side again. “This is just plain old sex, now shut up and screw me!”

“We are not animals.” Vigilance was slowly regaining control over his body, even if his cock was still flexing in need. “This sort of thing should be between two ponies that love each oth…”

“Just imagine I’m Princess Twilight.” Mercy interrupted, getting frustrated. Her cunt was spasming like crazy around his flare, but he still resisted. She smiled when she felt him tense up; she knew she had struck a nerve. “Come one, close your eyes and just dream about that sexy purple alicorn. You heard Loneling, she was interested in you.”

“Somewhat…” Vigilance tried not to think about the mare of his dreams, but he couldn’t stop a feeble hump, sinking a little deeper. 

“Yes that’s it.” Mercy spread her hind legs, licking her lips. “You know you want to.”

“I don’t!” Vigilance said weakly. “If you weren’t holding me…”

“Okay then.” Mercy folded her wings, releasing her grip on the stallion. She looked back, smiling sweetly. “You’re free.”

“Uh?” Vigilance was shocked, not excepting this.

“If you don’t want a good ride I’ll just have fun with Loneling, you can get off of me.” Mercy said simply. She turned to the door and took a step away, but the stallion’s hooves grabbed her, keeping her close. She smirked, knowing she had him. She put on an innocent mask, then shot Vigilance a surprised glance. “What are you doing?” She asked with false concern, her voice imitating Twilight’s tone.

“I… I can’t….” Vigilance panted, his mind drowning in lust. He gave another weak hump, his barrel sliding over Mercy’s soft behind, bringing his hips closer to her rump.

“Shhh, look at me.” She said calmly, holding his gaze with her own, making him stare into her deep purple irises. The same color as a certain alicorn. “Try to calm down. You aren’t going to force yourself on your Princess, are you?” She gasped with mock surprise as he humped harder. “Mister Vigilance, you can’t do this!” She whispered in a perfect imitation of Twilight’s voice. She whimpered when the stallion heaved, shuffling his body over hers, his hooves digging into her ribcage. “You’re so big, I don’t know if I can take all of you!” She said, acting scared. 

The stallion snorted and threw his hips forward, sinking his cock properly into Mercy’s soaked pussy. She couldn’t stop a genuine moan from escaping her mouth when his medial ring plunged through her lips, scrapping against her clit. Vigilance’s eyes widened when he heard her, regaining his senses. They stared at each other, Mercy with a smug grin, him with a bewildered expression.

“I hate you so much right now…” Vigilance whispered, his flanks quivering. 

“Well you better punish me then.” Mercy said in her own sultry voice. She tried to step away, pretending to escape, but his hooves gripped harder, almost painfully. She had him. She planted her hooves, bracing herself, knowing what was about to happen.

Vigilance snarled and lunged at her, humping and bringing her closer at the same time. Mercy laughed in triumph as their hips collided, his cock ramming into her oozing pussy to the hilt. Her walls rippled around his shaft, trying to draw him deeper, but his length stopped short of her deepest barrier. Vigilance drew his hips back and quickly rammed back inside, his short but powerful thrust making her hooves slide on the smooth tiles. She just had the time to find her footing again when the stallion gave her another rough hump, then another, and another. 

Vigilance was seeing red, furious about being toyed with so easily. He tried to stop his body with all his might, but it just felt too good. Her insides were so soft and warm, hugging his hard length snuggly. He pushed all the pleasure and desire away, focusing on one idea: he was better than this. With a snort he hilted one more time, his cock spurting a stream of precum, then he remained still.

Mercy was in heaven; the fact that the stallion mounting her was her partner, the goody two shoes that had rebuffed her offer for friendship with benefits, only made it better. Her only regret was that although he was bigger than average, his cock wasn’t long enough to fill her completely. But she knew one changeling who would satisfy that itch later. She was wondering if she could get Vigilance and Loneling at the same time when the stallion gave a powerful thrust, showering her cervix in precum, then stopped.

She growled when Vigilance started to shuffle back, slowly taking his wonderful cock away. She looked back, frowning at his determined expression. He had grown a back bone after being with her for so long, but she refused to let him win this round. She shivered when his cock slipped from her cunt, a gush of precum and feminine arousal splashing on the ground. She stayed unmoving as the stallion huffed and puffed, finally managing to dismount.

Vigilance grinned when his forehooves touched the ground, ignoring his cock beating against his barrel in protest. He was about to step away when Mercy’s tail slapped his muzzle, the hairs dripping with the mixed scent of an aroused stallion and a receptive mare. He inhaled sharply, choking on the heavy perfume. He shot an irritated glance at his partner, their eyes meeting once again. She smiled invitingly, shaking her rump. He breathed harder, the heavy smells assaulting his mind, his hooves kicking in place. He felt a splash of liquid on his chest and looked down. Mercy’s slit was winking like crazy, squirting her juices, letting him see her oozing insides. His legs flexed, his body clamoring for him to mount the willing mare, but he resisted. He closed his eyes, concentrating.

“I bet she likes it rough.” 

Mercy’s voice sliced through his meditation, but he didn’t open his eyes. He ignored the wet sounds of her winking pussy, breathing through his mouth to avoid her heated scent.

“And I know you like it that way.”

Vigilance remained stoic as her tail teased his neck, but his will was dwindling.

“Yes, I know that’s what you want.” Mercy purred. “You like to pretend you are nice and kind, but deep down you’re a beast.”

Mercy arched her back and bent her forelegs, lowering her front and raising her ass.

“So you want to dominate a mare?” She hissed. “Well I don’t think you have the balls.”

Vigilance felt a shapely rear collide with his chest and he reared up without thought. When he opened his eyes in a panic it was too late, his barrel already sliding over her posterior. He glared angrily at his partner, but when he saw her there, hunched under him, her ass raised and head down in a position of total subjugation, his mind went blank with lust. Whinnying he humped into her, hilting instantly, before carelessly shoving his hooves on her back. Mercy cried out in pleasure as the enraged stallion pressed her to the floor, like he was trying to crush her, her cheeks flat against the cold tiles. Vigilance had decided that she was his, he would take her just the way he wanted. Mercy gritted her teeth, waiting for him to get started, but she still yelped when the first mighty thrust rocked her body.

Vigilance snorted, not thinking about anything else but pounding his mare into the ground. He humped without care for her well being, his hips slapping on her rump with brutal force. He grinned when she started squealing with each thrust, and picked up the pace. His cock surged in and out of her cunt with unrelenting power, dragging his medial ring over her clit everytime, sending her into a mind shattering orgasm. Mercy’s eyes rolled into the back of her head, her body going completely limp.

But Vigilance was not done. On the contrary he just humped harder. Every thrust rocked Mercy’s backside, her back hooves leaving the ground as he pounded into her without mercy. With her ass raised and back arched his cock dug deeper and deeper, until he finally managed to reach her depths. The stallion threw his head back as his growing flare impacted with Mercy’s cervix, and the mare regained consciousness just in time to feel his flare stretch her deeper than he had ever gone. She felt his balls collide with her belly, heard him grunt and winced when he pounded her pussy one last time. She felt his flare kissing her cervix, slowly prying it open. Her walls sensed when his shaft bulged with a rush of spunk. She smiled, contracting her cunt around his spasming cock.

“Fill me up.” She ordered. 

Vigilance’s semen exploded into her womb without restraint, painting her insides with his colors and scent. The gush was long and heavy, making Mercy’s continuous orgasm soar. The stallion then withdrew his length, before quickly plunging back to shoot another strand of thick spunk. He pounded harder and harder five more times, Mercy moaning as she felt her womb slosh with his cum. The stallion then collapsed on top of his mate, shooting one last jet of potent seed as he went down. The two of them stayed in the awkward position, Vigilance doing his best to stay hilted, his shaft pulsing weakly. After the last aftershocks his flare subsided, letting her cervix seal his spunk inside her womb.

Mercy chuckled as her partner panted on her back, Vigilance sliding down until his muzzle was pressed on her neck. He sneezed when her mane tickled his nostrils, his cock jerking with his body. The two ponies took the time to regain their strengths, the stallion’s soft shaft remaining inside his mate. Vigilance was about to try and dismount when the doorknob rattled again. They both froze, looking at the door. The door shook with a strong shove, but the bolt held. Whoever was on the other side seemed to give up.  They both breathed a sigh of relief. 

The latch suddenly started glowing green, then with a sharp metallic *click* it snapped open. Vigilance eeped and hugged Sweet Mercy tightly, knowing that they were about to get busted. The mare tried to shove the scared stallion from her back, but it was too late. The bathroom door swung open, bathing them with the bright corridor light. A shadow stepped through the glare, slowly entering the bathroom, revealing itself to be… Another Sweet Mercy. 

The two interconnected ponies stared with wide eyes as the azure mare looked at them with a deadpan gaze, before she stepped into the room fully. The second Mercy then closed the door, locked it, then trotted towards them. There was something in her expression that was familiar to the Mercy on the ground. Suddenly it clicked.

“Loneling?” Mercy asked, incredulous. She flinched when her replica was consumed with green fire.

“Correct.” Loneling said, stopping just in front of the still linked ponies. He sniffed them curiously.

“How did you get out of your cell?” Mercy tried to extricate herself from Vigilance, but the stallion was still frozen in place, mortified.

“Picked the lock with my magic.” Loneling said simply. “Getting out was far too easy, I recommend looking over your prisoner containment procedures.” He stared at Vigilance’s embarrassed face with a strange intensity. The stallion gulped and started to move back, only to stop dead when the changeling hissed quietly, his black body tensing up like a cat about to pounce.

“Oy, what are you doing?” Mercy snapped, quirking an eyebrow at the changeling’s strange behavior.

“Oh… Sorry.” Loneling shook his head, regaining his stony expression. “Territorial instincts.” He shot Vigilance a quick glance, his wings buzzing furiously for a few instants, before looking back at Mercy. “A changeling doesn’t take kindly when his female is taken from him.”

“Say what?” Mercy asked, incredulously. She heaved with her powerful forelegs, standing up with Vigilance holding on to her back like a monkey. “Your female?” She tried to buck Vigilance off, but the stallion held on, intimidated by the changeling’s strange behavior.

“Yes. I felt something happen to you, so I came to investigate.” Loneling’s horn ignited, his magic grabbing hold of a squeaking Vigilance. “Let me help you with that.”

Vigilance was carefully levitated from Mercy’s back, the stallion gasping when his limp cock slipped from her slit with a messy deluge of mixed fluids. He was then slowly lowered to the ground, away from his partner. He scrambled to hide himself as soon as he touched the bathroom tiles. Satisfied, Loneling went around Mercy, the mare looking at him with a frown.

“Oy, don’t avoid the question. What do you mean by that?” She flapped her wings, trying to give the changeling slinking by her side an angry slap. He quickly ducked, dodging her feathers. “Since when am I yours?”

“Right now you aren’t.” He dodged another slap, moving with feline grace. “Something I must rectify.” Loneling prowled to her backside, quickly sniffing her dripping slit. His tongue darted out, collecting a sample of mixed fluids.

“What the hay are you doing?!” Mercy jumped away, rounding on the changeling.

“Analyzing. Making sure.” He answered. “And results are conclusive.” He looked at her with an almost imperceptible frown. “You allowed yourself to be inseminated when you are entering your estrous cycle.” 

“You are?!” Vigilance cried, his head popping out of one of the open bathroom stalls. “Mercy what the hay! You didn’t tell me to pull out!”

“No I’m not!” She hissed, looking between the two males. “I took my medication, do I smell like I’m in season?”

“Pheromones.” Loneling said, a small hint of irritation bleeding into his voice. “I told you they would make your body follow your basic reproductive instincts. Stronger than your silly medicine.”

“Oh horse apples…” Mercy looked between her legs, some of Vigilance’s thick seed still dripping from her pussy. “That dummy spurted a lot inside…”

“This is a problem.” Loneling’s wings buzzed with agitation as he tried to go around her again. Mercy matched his motion, keeping a curious eye on the changeling. “If I am to fill you with my eggs, you being impregnated by a pony would be dangerous for my brood, so I will wash his inferior seed out and oviposit you right now, yes?” The changeling said with a dash of urgency, his transparent shaft starting to emerge.

“Try it and I’ll tear your cock off and beat you silly with it.” Mercy growled half seriously. The two of them circled each other, waltzing around the center of the room.

“I doubt it.” Loneling kept a straight face, his intense gaze never leaving his target. 

“I’ve been a cop my whole life, I can take you.” Mercy purred, aroused by the changeling’s confidence. It was a far cry from the way pony stallions usually responded to her threats. The way they were revolving around each other was almost like a sensual and aggressive square dance. She loved it.

“I was part of the army that took over your capital.” Loneling suddenly rushed her, his impatience getting the better of him, his basic military training enough to make him a dangerous foe. But Mercy kept her distance, dancing away gracefully, flapping her powerful wings to out maneuver the darting changeling. He lunged, quick and sharp. She evaded, smooth and elegant. She chuckled at the change of tempo; if the changeling wanted to tango, she was game. After a few frantic moments of furious pursuit, Loneling shook his head, calming down. He returned to his slow methodic circling. 

“If I remember correctly you got your flanks kicked under an hour back in Canterlot.” Mercy snorted, enjoying the waltz again. The mare was giddy inside, this was so exciting! “You don’t scare me lil’ guy.”

“But you do not wish to carry his foals, correct?” Loneling said, his wings buzzing in agitation.

“I don’t want your eggs either buddy.” Mercy lied, keeping a straight face.

“Then I will only use my seminal fluids.” Loneling pressed, his wings almost taking him airborne. “You don’t wish to carry his offspring, and neither do I.”

“Hey…” Mercy tilted her head, realizing something. A grin spread on her muzzle, her wings fluffing on her back with glee. “Is this your twisted way of saying you are jealous?”

“I am just looking out for your best interests.” Loneling said, a small inflection of emotion making his voice reverberate. 

“Oh my Luna you are jealous! That’s so cute!” Mercy gushed, grinning from ear to ear. She laughed when the changeling lunged at her again, wings buzzing loudly. She side stepped, dodging out of the way, but her hoof slipped on one of the strands of slime dripping from her nethers. She fell on her side with a *hoof* and before she could stand up Loneling was towering over her. She snorted with humor at his intense deadpan stare. “So that’s what you look like when you are pissed, uh?”

“It is only natural to wish to eliminate the competition when there are two males for one female.” Loneling stepped over Mercy’s prone body, careful not to tread on her limbs. “I am being very civil by not attacking the other party directly.” The changeling shot Vigilance a light frown, the equivalent of a death glare for him. The stallion smiled sheepishly, before ducking back into his stall, wondering what he had done in a previous life to deserve all of this.

“Oy!” Mercy grabbed Loneling’s head as it came over hers, making him look at her. “I didn’t promise you anything you clingy bugger.” She left one hoof on his cheek, the other grasping his ovipositor. She stroked his cock slowly, helping it grow hard, the length hovering between their bellies. “I told you I would think about it…”

“And then you drank my semen.” Loneling stared into Mercy’s purple eyes, enjoying her gentle massage. “I thought it was your way of saying you were interested.”

“I am interested you dolt.” She breathed. Her hoof ran all over his length, her nethers burning at the idea that this huge shaft was going to be inside her momentarily. “But let’s get this straight right now, you don’t own me.” She stroked him harder, her heart beating faster. “You will never be enough, I am a mare with special needs…”

“You suffer from a severe case of hypersexuality personality disorder.” Loneling deadpanned. He pressed his ovipositor on her belly, his lube running freely on her coat. “More commonly known as nymphomania or sex addiction. I could tell since I first sensed you.”

“… Are you sure you’re not a shrink already?” She grumbled with a small blush.

“I have been trying to tell you that I can help you with your issue since the start.” Loneling murmured gently. “I can match all your needs and easily surpass them.” He punctuated his claim by spurting a thick jet of precum on her belly, before smearing it all over her fur, furtively marking her. “I can be anything you want, fulfill your most depraved fantasies.” 

“I highly doubt that, you’re way too gentle for me.” Mercy chuckled. In truth his normal impassive nature made her swoon, but she wanted to test his commitment. “I like them more aggressive, I like it rough, I need a beast to satisfy me. Can you do that my little ling?” She grinned confidently, wondering if the soft spoken changeling could actually be anything else but gentle.

“A demonstration then.” Loneling said, concentrating. 

His horn flashed and he was consumed with green fire, making Mercy cry out and protect her face with her hooves. But the magical flames didn’t burn, it wasn't even warm. Mercy opened her eyes gingerly and she found herself confronted with terrifying sight. She was nose to nose with a huge black wolf, his fur bristling angrily, muscles rippling under his pelt. His predator eyes were focused on her, slobber falling on her muzzle, dripping from his maw full of dangerous fangs. The sight of the deadly looking beast pining her down made her heart race, her breath stopping when the enormous animal licked its lips, apparently deciding how to eat her. The wolf then spoke in a deep rumble 

“I can match and go beyond all you ever dreamed of.” His low voice echoed in her chest, his savage breath washing over her snout. “I was trained to please a mare much more insatiable than you.” He pressed his enormous cock on her stomach, making her squirm. “If you need a beast, I will become one.”

“Not bad… A little literal but I’m not complaining.” Mercy panted, her hooves grabbing Loneling’s new equipment. She examined the veiny surface, so different from his smooth ovipositor. His head was tapered, his shaft widening and contracting until she reached the fat protuberance at its base. She played around with the canine knot, wondering what is would feel like when it expanded inside her.  “And then what? You fill me with your eggs and you go on to the next mare?”

“I will stay with you if you wish me to.” Loneling rumbled, completely truthful.

“That’s a big commitment.” Mercy smirked, hugging his cock to her body, making him lie down on top of her. “Why would you do that?” They were muzzle to muzzle, she could see her own flushed face reflected in his yellow irises. She felt his thick scruffy fur all over her belly, coarse and unkempt.  A true animal.

“Because pleasing mares is what I do.” Loneling thrust his hips, grinding his length between their bodies. “Because I can help you with your needs.” He licked her cheeks, his fat canine tongue brushing her fur back. “And because you are like her.”

“'Her'?” Mercy breathed, her nethers burning more than ever. “Who's 'her'?”

“Your mind, it’s so depraved and lewd, just like Mother’s. I didn’t think I would ever find a pony that could match my Queen, but here you are.” Loneling brought his fanged muzzle down, sniffing her jaw. “When you were playing with my ovipositor, your desire was so delectable and nourishing, it was truly addicting. I want to feed off you forever.” He nibbled at the base of her neck, enjoying feeling the racing heartbeat under her coat. “I am used to sharing my mates, I have never been protective of a female before; but you are so delicious…”

“That’s all I needed…” Mercy mumbled. “A changeling obsessed with me...” She pushed on his great bulk, barely managing to push him away. Loneling sat back obediently, panting like a dog, his massive red cock quivering on top of her belly. “Okay you little creep, that’s how it’s going to be,” she propped herself on her elbows, staring at the beast sitting between her legs. “show me a good time, make sure I don’t get knocked up by Vigie and we’ll talk about eggs later.”

“Will you become my personal broodmare?” Loneling panted, eyes shining with desire.

“Uuuh…” Mercy quirked an eyebrow, looking at the changeling carefully. “Is that your own special way of asking me out?” 

“No, I’m asking if you will let me share your life.” Loneling tilted his head. “Why would I want you to go out?”

“You are one weird little bugger, let me tell you…” Mercy smirked. “But that might be perfect for me.”

“So you agree?” Loneling growled in anticipation, grinding his cock on her nethers, precum flowing continually from his pointed head.

“Maybe.” Mercy chuckled at his impatience. “I’m not going to tie the knot with a changeling I just met.” She looked at his red veiny shaft. “And speaking of knots, are you going to screw me or what?”

“I have to warn you, when I transform I naturally take some of my new form’s instincts to better blend in.” Loneling shuffled back, his front paws grabbing her flanks awkwardly. “I may become a little violent.” 

“Oh, you sweet talker you.” Mercy’s breathing accelerated, watching the massive cock glide back over her small teats, leaving a sticky trail behind.

Loneling scooted his hips backwards until his tapered head was level with Mercy’s sopping slit. She groaned with desire, opening her legs wide to welcome the huge intruder into her sopping folds. The changeling shifted, carefully taking aim, then gave a feeble hump. He whined softly as his pointed head sank into her slit, before hunching over his mate and taking a dominating position over her. He looked into Mercy’s wide eyes, growled dangerously, and he lunged forward.

Mercy screamed in pleasure, the monstrous cock bringing her to an instant orgasm. And that was with only with a small portion sinking inside. She could feel Loneling thrusting fervently into her, never stopping his shallow humps as he squirted precum constantly, her pussy quickly becoming an oozing mess. The bestial shaft gradually traveled further into her, the changeling’s hips shuffling closer with each animalistic shove and soon enough her behind was lifted from the ground. Loneling was supporting her weight with his shaft alone, Mercy helping him by closing her thighs around his hips. His mind was slowly losing itself to the wolf instincts and his ear twitched when he heard a soft whimper. He looked away from his euphoric mate, his gaze finding a horrified Vigilance, his head poking from the top of his stall. The stallion squeaked fearfully when the changeling spoke to him with his deep baritone.

“I would appreciate if you didn’t use Mercy's reproductive organs again.” Loneling rumbled cordially, pounding harder with each word. “I am not used to feel this strongly about a female and if you do it again I might just bite your head off.” He was now positively pummeling Mercy into submission, the mare too lost in pleasure to scream. Loneling smiled a terrifying fanged smile. “I want us to be good friends, your passing away would not be conducive to that goal.” He then rammed into Mercy hard enough for his knot to bump into her pussy, almost popping inside and making the mare squeal. Loneling’s mind snapped, the changeling making place for the wolf, his smile turning into a feral grimace. The wolf howled, humping faster, trying to jam his knot into his mate. Mercy was jostled painfully, and she decided that a change of position was in order.

The wolf yelped when Mercy slapped his snout with a hoof. The mare twisted away like a snake, the beast’s red shaft slipping out of her sloppily. The wolf snarled, feeling the cold air on his length, his hips humping into nothing. He looked down, seeing that his mate had escaped, then he heard a whistle. His head whipped around, growling dangerously until he found his target. Mercy had taken the time to get back up on her hooves and she was now swaying her behind towards the crazed animal. He stared at her leaking pussy, his precum mixed with stallion semen dribbling from her, before he snapped his jaws and lunged at her. 

Mercy laughed and dodged out of the way, letting the feral creature slide on the smooth tiles, crashing loudly on the wall. He snarled and jumped after the snickering mare, missing her again by a breath. The little game went on, Mercy teasing the wolf like she was playing with a puppy, but never letting him touch her. Until she had had enough. She chuckled as the snarling beast got up from one of his many crashes, then presented herself obediently, tail flicked away and lips winking obscenely. She heard the wolf leap and she braced herself.

She cried out as the huge animal's weight fell on her back, his cock spurting everywhere on her nethers as it tried to find her slit. The wolf was humping instinctually, rubbing his shaft on her fur, until an errant thrust found its mark. He snarled and squeezed his mate with his front paws, making sure she would not escape again, then he surged ahead. She was filled completely in just one thrust, his knot popping into her and pressing on her clit, making her cum violently. The huge cock battered against her cervix, the tapered head sinking into her womb without resistance, not stopping one second before retreating and pounding into her once again. The canine knot plunged in and out with indecent wet sounds, stretching her slit more and more. 

Mercy moaned in ecstasy, enjoying the brutal pounding. This was what she always wanted, to feel so full and stretched, the emptiness inside filled with warmth. Yet there was one last void that needed to be filled, her womb not satisfied by  Vigilance’s release. But she knew she wouldn’t have to wait much longer: she could feel a pair of heavy balls slapping her thighs, brimming with wolf spunk, just waiting to be released into her. 

As if reading her mind the beast’s knot mushroomed obscenely, becoming almost too big for her poor abused slit. Undeterred, the wolf rammed his cock into her violently. Mercy saw stars flash before her eyes when the tapered end of his huge cock crashed into her cervix, prying it wide open. The knot at the base of his cock was lodged surprisingly deep into her, now too wide to slip out of her slit. And it was still growing. Now stuck into her the wolf held still, panting like a dog as he prepared to fill her up. 

Mercy took her situation in: she was being mounted like a bitch in one of the police station’s bathrooms, a huge wolf knotting her cunt, her partner watching her get utterly wrecked. This was everything she had ever wanted and more, like the changeling had promised. She felt his cock jerk and grow much bigger and she braced herself. Even then she was unprepared for what followed. 

The wolf snarled, humping into its mate, punching his knot even deeper. His tapered end stretched her cervix and rushed inside her womb. His cum surged through his cock, his shaft bugling even more, stretching her to her absolute limits. He looked at Vigilance again, growling, challenging the pony to stop him from taking his female and staking his claim. The stallion remained awestruck, unable to look away. He cringed in fear when the wolf pounded into his partner one last time, howling triumphantly. 

A deluge of watery semen blasted into Mercy’s womb, the first shot alone surpassing Vigilance’s performance. The onslaught came in urgent erruptions, not diminishing in quantity or power. She was filled by the third shot, and by the sixth her belly was starting to grow alarmingly. But the wolf didn’t stop, he kept staring at his perceived rival as he washed his weak seed away from his mate’s womb. Vigilance looked at the monster claiming his partner with a horrified expression, a little scared for her well being. Mercy brought a trembling hoof over her stomach, eyes going wide when she felt her womb balloon like a ten mouth pregnant mare. She was huge, filled to her limits, and she loved it. And the wolf was not finished with her yet.

Mercy gurgled in ecstasy, her body spasming with pleasure as the wolf pumped more and more into her. She cried out in ultimate blissful agony when her cervix popped open around his tapered head. She lost consciousness as a geyser of thin spunk gushed around the wolf’s knot, pushing his cock out of her battered cunt. She fell on her side, the red shaft spraying its gooey load all over her body. The beast watched proudly as his seed matted his mate’s fur, knowing she would now carry his scent, telling all other males who she belonged to. But the wolf’s sensitive nose detected a hint of stallion scent on his seed as it left Mercy. With the quantity he had released, he should have taken care of all his pony sperm, but he wanted to be sure. The wolf growled and hunched over his passed out mate, his cock ready for another round.

Vigilance averted his eyes when the wolf started pounding into his limp partner. He winced when it started to fill her again immediately, almost desperately trying to mark her womb as his. He looked at the clock over the door, wondering how much longer the changeling could possibly go on for. He hoped not too much, because the puddle of cum was quickly spreading towards his little refuge, pooling around the toilet bowl he was standing on.  He idly wondered if the hospital would take him as a night guard again. He could barely deal with one sex addict, he could not fathom also having to deal with a creature whose sole purpose was having sex and who could transform at will.

As Princess Twilight had so elegantly said: Nope, so much nope.
	
> 03: The show must go on - Part 1
> --------------------------------------------------------------------------

	Princess Twilight was not a happy pony. Nay, she was livid, enraged, ticked off, wrathful… but mostly she was terminally embarrassed.  She flew hurriedly over Ponyville, trying not to go too fast; she didn’t want to attract too much attention; not when she was so flustered. 

There were a lot of annoying thoughts buzzing in her mind, most of them revolving around a certain changeling. The blush on her cheeks shone brightly as she remembered what had happened, just a few hours ago. The interrogation room, sergeant Vigilance, lieutenant Sweet Mercy, drone D20-2001 AKA Loneling... And of course the icky things she had to witness them doing. She grunted as she landed, her hooves hitting the ground just a tad too hard, leaving a shallow mark on the dirt roads of Ponyville.

“Stupid perverted changelings…” Twilight snorted as her tail swished from side to side. “I can’t believe I got so worked up.” She chewed on her bottom lip, grumbling. “Interrogation room too old *grumble grumble* poor seals around the one-way mirror *grumble grumble* not airtight enough *grumbliest of grumbles* pheromones.” 

Her eyes twitched as she tried to convince herself that the changeling’s scent had been the only reason for her irrational reaction. Flying away in the middle of an investigation just so she could find Trixie? Preposterous. She didn’t even like the mare in that way. Sure, Trixie was pretty. Really pretty actually. Gorgeous really… Okay stopping now. And they did make up the last time Trixie had been in town, kind of. But that didn’t mean she was ready to throw herself at her, bend over at her request, call her mistress Great and Powerful, squeak like a submissive filly as Trixie strapped her to a…

Twilight shook her head with an irritated cry, stomping her pretty princess hooves in a cute little dance of revulsion. This was not happening. She was not going to reinforce the stereotype about serious librarians types were secretly big perverts. Not on her watch. She squared her shoulders, and took off in a resolute trot towards the police station. She also pointedly ignored the amused looks she was receiving from ponies all around; Ponyvilians were found of their princess’ antics.

A few instants later she burst through the dusty doors of the rundown police station, her crisp steps echoing around the empty hall. She gave a curt nod to the bored police officer behind the reception desk, the stallion responding with a lethargic wave as she marched past. She made a beeline for the detention center, putting on a cold mask of apathy. She paused in front of the observation room, took in a deep calming breath, and suddenly pushed the door aside.

“Okay listen up!” She barked, barging inside with her eyes shut in a severe frown. “I want to know a few things, and I want to know them right now!” She turned to face the interrogation room, making her eyes glow with power as she opened them. “Understood?”

Twilight stumbled in surprise, the power behind her irises going out instantly with a *pop*. The interrogation room was completely empty. Heart racing she ran to the changeling’s cell, hoping with all her might that she would find him there. But his room was empty, his comfy bed untouched, the facilities unused. Several scenarios raced through her mind: the changeling had escaped and was now roaming Ponyville; she had gone to the wrong cell; she was going crazy; Sweet Mercy had freed drone D20-2001 in a fit of pheromone induced love and the two of them were half way to Mexicolt by now. And they were probably going to take Trixie with them, like the selfish ponies they were.

She scrambled out of the room, her hooves shuffling madly under her. She practically flew down the corridor, images of the perverted changeling pouncing on her friends sending shivers down her spine, thinking about the way he could replace anypony and ruin their lives. She tried to ignore the other thoughts, the ones that showed Trixie and Sweet Mercy sprawled on a bed together, but she did file them for latter. In her haste she almost bowled over an older stallion going the opposite way, his grey mustache flapping mutely as his princess suddenly latched herself to the front of his uniform.

“Chief!” Twilight sputtered. “Changeling! Mercy! Vigilance!” She shook the old stallion urgently. “Gone!”

“Princess Twilight, please calm down.” The police Chief said with an exasperated sigh. Everyone on the force knew that their newest princess could be prone to… over reacting. They even had a special training for this very occasion: cover an officer in pastries, lock him up in a small room and throw a pissed off honey-badger inside. It was a surprisingly accurate facsimile. “The lieutenant and sergeant are still in the facilities. Everything is fine. Now please release me.”

“Oh thank Celestia!” Twilight breathed a sigh of relief, some of the tension leaving her body. She released the disheveled veteran with an apologetic grin. At least she didn’t have to deal with a rogue agent. But that still left a changeling missing. “Where are they now?”

“Erm…” The stallion hesitated, making the nervous alicorn fidget with her hooves, her ears splayed backwards. “Over there,” The Chief pointed “In the bathroom…” As soon as the words left his mouth, Twilight shot forward, flapping her wings like a hummingbird. “Wait! I don’t think you should go in right now…”

The rest of his desperate plea was lost on Twilight as she hurried towards the indicated direction. She had to know if the two officers had the changeling still secured, or if it had really escaped. Thinking back he really did seem too nice and helpful. A changeling warrior so polite and calm? Please. She should have seen through his charade. If somepony got hurt, it would be her fault. Celestia had trusted her with this task, and she would not fail her. She drifted around a corner and zeroed in on the bathroom sign ahead. Her ears perked up as she fluttered closer, and she stopped to listen. She could hear muffled voices coming from inside, speaking urgently.

“… -ean faster, before somepo…” That sounded like Mercy’s voice. 

 “… -ot helping then?”  And that was definitely Vigilance. Twilight sneaked closer, pressing her ear against the door.

 “Urg…” Mercy grunted, her voice strained.  “Luna buck me sideways, I’m going to be sore for weeks…” Vigilance chuckled, his amused snorts barely reaching Twilight’s ears. ”Wipe that grin off your face! This is not funny!” 

”Oh c’mon Mercy, you can’t possibly deny that you deserve at least some of this.” Vigilance snickered. ”I always thought you would get a good dose of karma one day, but I never thought it would be so ironic.” 

”I’ll give you karma you numskull… If I ever manage to walk again…” Mercy gave a strained whinny, and Twilight frowned in concern. She almost sounded like she was in pain. ”I can’t take this anymore! I feel like we’ve been stuck like this for months!”

”It’s been a few hours at most you big baby.”  Vigilance huffed, his smile clear in his tone of voice. Twilight was getting more and more confused: the stallion didn’t strike him as a pony who would be amused at someone else’s suffering, what was going on in there… And what was that noise? It sounded like somepony was dunking a mop into a bucket of water, before striking the tiles with a wet splat. ”At least you’ve been having fun all this time, while I clean up all this mess.” 

”Stick a hoofball in your ass and leave it inside for hours, then come tell me how much fun you’re having!” Mercy snapped, before grunting in surprise. ”Luna damnit! He’s squirting again! Bad doggy! Bad!” Twilight’s eyebrows disappeared into her mane as the sounds of a dog whining echoed inside. 

”Hey, don’t hit him! Poor puppy…”

”Puppy my flanks! Let. Me. Go. You. Stupid… Aaaah! He’s spurting even more!”

“Okay, that’s it.” Twilight had enough. She stood back and knocked on the door with all the authority she could muster. She waited for a couple of seconds, her ears perked forward, but the bathroom was completely silent. She knocked again, a little harder, making the door rattle. “Lieutenant, sergeant, I know you’re in there.” She heard a muffled filly-like *eep*, and Mercy cursed loudly. “Open the door right this instant!”

 “Occupado!”  Mercy shouted, her voice betraying some panic. Twilight barely heard the mare whispering furiously, the sloshing sounds of the mop redoubling in intensity.

“What’s going on in there?” Twilight tried to open the lock with a telekinetic push, but a burst of familiar green magic repelled her attempt. Her eyes widened; she knew that type of aura. “Is drone D20-2001 inside with you?” She tried a couple of magic-cancelling spells, but the charm holding the door locked resisted. It was actually a pretty interesting bit of spellwork, and if she was a little less aggravated she would be inclined to study it. But right now she was short on patience. “Open this door!”

”Sorry princess but… Uh…”  Mercy fumbled with her words as she grunted. ”Damn it it’s leaking… Yeah! That’s it! There’s a huge sewage leak and we’re fixing it right now! It’s super gross in here, you don’t want to come in. Isn’t that right Vigie?”  

“A leak… sure.” Twilight rolled her eyes. “What about the dog?”

 “What dog?”  Mercy laughed nervously. ”There is no dog in here, right guys?” 

”Nope.”  Vigilance said confidently.

”Ahroo.”  The dog added helpfully.

“Right. I’m coming in.” Twilight’s horn glowed, preparing a short range teleportation. 

For an accomplished mage like herself, cracking the magical lock would not take her very long, but she was out of patience. She ignored the panicked whispers coming from the other side, made sure her point of reentry was safe, closed her eyes and blinked out of existence. As soon as she reappeared she readied herself for anything, going over the many defensive spells she knew just in case, she knew enough shields and stunning spells to be prepared for anything. Putting on her mask of authority again, she opened her eyes… and almost teleported back out.

Mercy was telling the truth. There was no dog in the bathroom. Instead Twilight found herself almost nose to nose with a monstrous black wolf. The beast was huge, larger than a bear, a row of nightmarish teeth jutting from a jaw that could probably eat her whole, his yellow eyes glinting ominously; it looked like something straight out of Tartarus. And it was staring right at her, slightly crouched as if preparing to pounce on her. She backpedalled as far as possible from the black furred beast, her backside hitting the far wall. And that’s when the smell hit her. Strong, musky, bestial… and strangely arousing. She almost gagged, tears forming in her eyes, and she suddenly realized that she was standing in something warm and wet… and sticky… and white… 

“What the hay?!” Twilight tore her watery eyes away from the wolf, and took stock of the state the bathroom was in. The whole floor was covered in a layer of some sort of pearly liquid, splashes of the stuff running down the walls. A towel had been stuffed against the door’s threshold to keep the sludge from spilling into the hallway. She then heard a squeak, and her gaze shot towards the origin.

Vigilance was standing on two legs in the opposite corner, looking like a bunny caught stealing carrots. The stallion was holding a mop in his paralyzed forelegs, the bucket next to him full of soapy water; it was clear she had interrupted him while he tried desperately to clean up this stinky mess.  And holy Celestia did it have a strong odor. Twilight was getting light headed, the strong musky scent assaulting her delicate nose. Before she could begin to understand what she had stumbled into, a voice made her jump, her legs receiving a generous splash of white as she landed.

“Well, this is awkward.”

For a one panicked instant Twilight thought that the feminine voice was coming from the wolf, but a moment later she realized that there was somepony hidden beneath its shaggy black fur. She tilted her head to the left, looking beneath the panting canine, and Sweet Mercy stared back from between his legs. Her cheeks were flushed, but otherwise she didn’t seem hurt. The pegasus licked her lips, which were glazed with the same white substance. As was her face. And her mane. And her coat. Actually she seemed to be covered in the stuff.

“I did try to warn you.” Mercy said, appearing very calm and collected despite her burning cheeks. She didn’t even look preoccupied by the fact that she was being squished under the bulky frame of a giant wolf.

“Lieutenant, are you okay?” Twilight whispered urgently, trying not to agitate the beast. “Do you need help?” Her horn began to twinkle softly.

“No no, I don’t.” Mercy reassured quickly. She ran a hoof though the wolf’s shaggy fur. “He’s not dangerous.” She chuckled softly, smiling with humor. “He’s just a little clingy.”

“Hmm, princess?” Vigilance squeaked from his corner. “I think you should let us handle this.” He gulped, his hooves shaking around his broom handle.

“I’m not going to let you two alone with…” Twilight began, but Sweet Mercy grunted suddenly, interrupting her. Twilight gasped as the pegasus groaned loudly, and the wolf started whining softly. “What’s happening?!” She whispered urgently. She winced when Mercy was suddenly jerked forward, the mare biting her lips to avoid crying out. “What is it doing to you! What’s… Wait, is it humping you?”

“NaAAaah, of cOUrse nOt!” Mercy said, her voice unsteady as the wolf kept thrusting his hips. “It’s jUst plAying with mEEEE!” Her whole body was jolted one last time, and the wolf pressed himself closer. “Ooooh Luna…” Mercy panted, smiling happily. “That’s a big one!”

“What the hay are you…” Twilight began, before her eyes widened. She slowly looked away from the pair, eyeing the white sticky mess. She then looked back at Mercy, noticing her distended belly. “No… No way…” She was suddenly very aware that her hooves were drenched, her legs speckled with white all the way to her withers. She carefully lifted a fore-hoof from the sludge, watching with disbelieving eyes as the wolf spunk lazily dripped from her fur. “Sergeant?” she said softly.

“Yes your highness?” Vigilance squeaked, holding the mop like a teddy bear.

“Explain.” Twilight could almost feel her brain screaming while it doused itself with oil, scrambling to find a match; anything to escape this situation.

“Uuuh…” Vigilance’s eyes darted from the wolf mounting Mercy to Twilight, and he gulped. “Princess I… We… We were… Interrogating Loneling and we encountered…” He put on his best smile, trying to hide his shaking hooves. “…complications?”

“Really.” Twilight deadpanned. She looked back at Mercy, a sweet smile on her lips. “Lieutenant?” She intoned calmly, her sanity hanging on by a thread. “Care to explain yourself?”

“Hmmm…” Mercy opened her mouth, closed it, scratched her chin, opened it again, then blew a sticky strand of her mane out of her eyes. “Yeah, I got nothing.” 

“And I’m guessing that this here is drone D20-2001.” Twilight stated as she looked at the panting wolf, her left eye starting to twitch, strands of her mane springing widely.

“Uh oh,” Vigilance whispered to his partner, just barely audible “code honey badger!”

“Now now, before you send us all to the moon,” Mercy spoke quickly, holding her hooves out in a placating gesture, “don’t blame my partner, this was my idea.”

“Oh I had guessed.” Twilight said trough gritted teeth, her horn beginning to shine.

“AND,” Mercy rushed to say, her calm façade cracking just a little. “I have a perfectly reasonable explanation for my actions!” 

“I’m listening.” Twilight growled, making the wolf tilt its head curiously at her.

“Well you see…” Sweet Mercy propped herself on her elbows, and held her hooves in front of her. She looked Twilight in the eyes, and smiled confidently. “Pheromones.” She said simply.

“Pheromones?” 

“Pheromones.”

“To the moon.”

“Phero… Wait what?”

“TO THE MOON!” Twilight shouted, stomping her hooves and inadvertently spraying spunk everywhere. “I swear to Celestia you ponies are all crazy!”

“Please don’t send my partner to the moon your highness!” Vigilance interjected in a panic. He discarded the mop and slid to a stop in front of Twilight, kneeling despite the mess. “She’s completely crazy, she doesn’t know any better!”

“Hey! You take that back!” Mercy barked indignantly.  “The term is ‘clinically insane’, crazy is totally insensiti…”

“Enough!” Twilight erupted. “You!” She pointed to Vigilance. “You’re going to hire a cleaning service team courageous enough to fix this mess. Go!” The stallion saluted crisply then rushed outside, the magical lock opening without resistance from the inside. The door banged closed as he ran down the corridor, leaving white sticky hoof prints in his wake. “You!” Twilight pointed to Sweet Mercy. “You’re in big trouble Lieutenant. I can’t believe an officer of the law would act in this way. And you!” She finally pointed to the confused wolf. “Transform back right now!”

“Yeah, about that.” Mercy said with a sheepish grin. 

“What?” Twilight looked from Mercy to the wolf’s eyes, and she froze. The beast was staring at her with the intensity of a predator, and his gaze held very little intelligence. She took a careful step back. “That’s not a real wolf, is it?” She said, fear creeping back into her voice.

“Nope, that’s Loneling alright.” Mercy gave the wolf an amused glance. “But he’s been stuck looking like this forever. As well as being stuck… In another way…” she winced as she tried to wiggled her hips, but the wolf only ground itself further into her, growling disapprovingly. “Something about losing himself to his animal instincts, changeling camouflage technique or whatever.”

“Fascinating…” Twilight stared at the wolf, her mind busy noting down new facts about changelings. She then shook her head, remembering she was supposed to be angry. “No matter. I know how to reveal changelings. Don’t move.”

“Wait princess, don’t…”

Before Mercy could get her warning out, Twilight fired her spell, the same spell she had used on a few changelings during the Canterlot attack. The wolf yipped in surprise, then his huge form was consumed by green fire, giving the bathroom an eerie glow as the changeling was burned down to his usual size. Sweet Mercy’s eyes bulged as the huge rugged knot inside her vanished, replaced by a slick ovipositor. 

Which, of course, meant that all the pressured semen the wolf had packed into her wasn’t sealed anymore. Like champagne from an uncorked bottle, spunk erupted from Mercy’s womb, rushing around the softening ovipositor and squirting from her slit in an obscene geyser. The bestial seed splattered in heavy gushes on the wall behind her, showering both her and Loneling in another layer of white. 

All the while Twilight could only watch with open mouth, horrified by the display, her mind boggling at the impossible volume of semen escaping Mercy’s womb. Her thoughts of volumetric incongruities were cut short as the pegasus shouted in pleasure, her face contorted in a mind-shattering orgasm as the last jets of spunk squirted from her cunt.

“Oh sweet Luna…” Mercy mumbled, her eyes crossed and tongue hanging out. 

“Are… are you okay?” Twilight squeaked, frightened at the idea of having hurt her.

“Better than ever…” Sweet Mercy mumbled, trying to get up. Her strength seemed to fail her, and she let her body splash down again. The changeling draped across her back stirred with a groan. “Hey Loneling?” She called weakly.

“Hrrm…” Loneling answered, muzzle buried inside Mercy’s chestnut hair. He was still a little disoriented after Twilight’s spell. 

“That was awesome. I’ll totally be your broodmare or whatever.” Mercy said happily, her head starting to dip to the side.

“I could have guessed form your post-coital happiness.” Loneling deadpanned, slowly lifting his wavering head from her mane. He shuddered as his soft ovipositor slithered out of her, one last gush of sperm escaping from her slit. “But it is nice to have your confirmation. Now how do ponies usually do this...? Ah yes.” He nuzzled the top of Mercy’s head gently, his wings extending, and he cleared his voice. “Sweet Mercy, my love.” He intoned, wings starting to buzz. Incredibly, the humming of his wings began to create a perfect rendition of ’Here comes the bride’… if it was played by a band of kazoos. “I swear on my life that I will be faithful to you, now and forever. No other mare will ever enjoy the touch of my ovipositor, and I promise to deposit as many broods as I can inside your…” 

“Oh shut up you big lug.” Mercy grumbled sleepily. “You’re totally going to be my stallion, but who said anything about not having fun on the sides?” She laid her cheek on the cum stained tiles, her eyes closing. 

“Oh, so this is an open relationship.” Loneling said matter-of-factly. “Duly noted. But I would request that…”

“Yeah yeah, no foals, I promise I’ll be careful. I already got your number, you clingy bugger.” She mumbled, a huge yawn making her jaw crack. “That will show my mother...” She said sleepily. “*Yawn*’ won’t find a good husband by sleeping around’ my flanks. *Hmm* Can’t wait to see her face when I tell her she’s going to be a grandmother of thirty…” Mercy snorted. She rambled incoherently some more, before finally succumbing to exhaustion. Her soft snores echoed around the room, occasionally blowing bubbles into the shallow layer of cum. Loneling gazed at his mate lovingly; his deadpan expression could almost be considered happy.

“I don’t know if I should find this cute or disgusting…” Twilight mumbled. “But you two weirdoes are definitely made for each other.”

“Thank you.” Loneling said, completely serious. He turned towards Twilight, then tilted his head, sniffing the air carefully. “Do you want any help with that?”

“With what?” The alicorn groaned. “The disgusting stuff all over my fur? The loss of my innocence? The mental scaring I’m sure to get from seeing a wolf… with a pony… Eew, gross gross gross!”

“No.” Loneling shook his head, the scathing sarcasm flying high over his head, keeping his compound eyes locked on Twilight. “I meant help with your blatant sexual repression, resulting in your current supercharged libido and obvious desire to mate. Although my pheromones might have something to do with your excessive production of vaginal lubricant.”

Twilight froze in place, her tail swishing swiftly to cover her privates, which to her great distress were very much soaked. Her arousal was leaking all the way down her legs, mixing with the wolf semen. She blushed bright red, and stared at the changeling with an outraged expression.

“Don’t worry, my mate has agreed to an open relationship.” Loneling informed helpfully. He took a step towards the thoroughly horrified alicorn, his ovipositor starting to reemerge. “Now tell me, what are your thoughts on carrying a changeling brood?”



*******



Vigilance crept slowly towards the eerily silent bathroom, slowly regaining his breath. Before he could touch the door Princess Twilight emerged, an aggravated frown on her face. She seemed a little surprised to see the stallion there, and rounded up on him.

“Already back?” She said suspiciously. “What about the cleaning crew?”

“Already on their way.” Vigilance gulped audibly. 

“Oh. That was fast.” Twilight relaxed, then sighed deeply, a lot of her tension ebbing away. “Thanks for your swiftness mister Vigilance, and sorry if I was a little snippy. This whole situation is… unconventional.”

“No problem Princess.” Vigilance smiled softly. “We’re used to Mercy’s shenanigans in the station, we have a cleaning service on hoof for just this kind of occasion. Although they might want a raise after this…”

“I can imagine.” Twilight grumbled at the white stains marring her lavender fur, and tried to breathe through her mouth.

“Hmm… Are Mercy and Loneling… Did you…” Vigilance fidgeted uncomfortably. “I mean, I know you wouldn’t send them to the moon over this… Would you?”

“No, no of course not.” Twilight huffed with a strained smile. “Though I might take a little vacation there after this. The lieutenant and the prisoner are inside… unconscious. They were very tired apparently.” She tried not to feel bad about hiding the truth, but technically it wasn’t a lie. The fact that she had bonked the changeling over the head with the bucket was just a detail.

“They did strain themselves quite a bit.” Vigilance chuckled half heartedly, before shivering. “You wouldn’t happen to have a memory erasing spell on hoof, would you?”

“Even if I did, I wouldn’t use it. It would be highly unethical to do so.” Twilight scrunched her face. “Even if it is very tempting right now.” She sighed again, then looked the stallion in the eyes. “Sergeant I want you to bring the prisoner back into interrogation. I’m going home to freshen up, then I will be back in an hour to continue our session. And I will be the one asking questions this time.”

“Very well.” Vigilance hesitated, then asked. “What about Mercy?”

“Send her to the hospital to make sure she wasn’t hurt in her… activities.” She winced at the memory, strongly reconsidering her stance on memory spells. “I’ll leave the Chief to decide what sort of punishment she’ll face for her gross negligence of duty.”

“Oh, thank you princess.” Vigilance exhaled, relieved. “I thought you were going to ask for her badge, and maybe send her to the slammer.”

“Maybe I should do just that, maybe that’s what a princess should do. But I really don’t like punishing ponies.” Twilight mumbled. She then added under her breath “I prefer to be the one punished.” Her eyes widened, clapping her mouth shut with a *click*. Did she just say that out loud? She and Vigilance stared at each other for a long uncomfortable moment, before the stallion gulped.

“I didn’t hear anything.” He assured, even as his mind echoed with Sweet Mercy’s voice: ‘I bet she likes it rough… I bet she likes it rough… I bet she likes it rough…’ 



*******************



Ponies are strange. No no, I assure you miss Sparkle, I am not insulting you. I am merely stating the fact that your species is genuinely perplexing in its inconsistence. Almost to the point of being systematically illogical. Wait, let me explain. When you encounter a gryphon, you know he will try to empty your pockets. When you meet a minotaur, you know he will try to intimidate you with his strength. When you find a dragon, you know you are about to be eaten. When you are captured by changelings… well at least your last moments will be more enjoyable than with the dragon. 

But when you meet a pony, you don’t know anything, and must prepare for everything. He could hug you just as easily as he could knock you out with a frying pan. How your species has ever managed to form a stable society, I will never know. Yes yes, I’m getting to the point. As I was saying, my fortunate meeting with Trixie was instrumental in my understanding of the irrational nature of ponies. I come with open arms and extended genitals, and she greets me with hostility. Madness, I tell you. But you wouldn’t know anything about that, now would you miss Sparkle? 

Anyway, she was very displeased by my gift of a changeling brood, something that still baffles me, and she made a point of expressing her disapproval. With extreme prejudice. I had learned from Mother that you can find pleasure in anything, even in pain, and Trixie was obviously of the same mindset. I just wished she was less liberal when it came to using her whip. She certainly wasn’t gentle on the day following our meeting; the sun wasn’t even up and she was already riding me. 

I groaned as the leather bindings squeaked against my carapace, a bridle clicking against my teeth everytime I breathed. My military training had prepared me for all kinds of physical strains, but I have to say that this was putting my poor hips to the test. And to make things worse, anytime I slowed down I could hear Trixie cracking her whip above me, accompanied with her haughty taunts.

“What’s the matter, tired already?” *Snap* “A few hours and you’re already stalling?” *Snap* “Pathetic!” *Snap* “You are the weakest stallion Trixie has ever seen!” *Snap* “My father could go all day without stopping once! Now that was a stallion that could get the job done, and he had to deal with me and my mother at the same time! Why, that one time when Trixie was a filly…”



*******************



“Stop stop stop!” Twilight squeaked, hiding her eyes behind her hooves. “I don’t want to know that!” Vigilance nodded in agreement, looking a little green.

The three of them were back in the interrogation room, only this time Twilight had opted to join them instead of staying in observation. She had decided to sit facing the changeling, while vigilance took the side of the table, hoping she could coerce Loneling into behaving. A quick spell around him made sure he could not influence her with his pheromones, but of course Loneling had found a way to embarrass her anyway. The harassed alicorn levitated the jug of water sitting in the middle of the metal table, filling her cup before downing it. Her mouth was very dry, for some reason.

“Oh?” Loneling tilted his head to the side as Twilight refilled her glass, the slight bump on his head shinning green. “You explicitly asked for details on my travels with Trixie.” The changeling blinked slowly. “I am only being thorough by starting at the beginning.”

“But can you try not to be so disgusting all the time?” Twilight gave an exasperated sigh. Her ears were splayed back, twitching madly.

“I don’t understand.” Loneling fixed Twilight with a cold expression, the two of them staring at each other across the interrogation table. 

“I want to know about your travels, not the… Icky details.” Twilight gagged, shuddering in her seat.

“I still don’t see what you are referring to.” Loneling kept perfectly still, never showing any emotion.

“Trixie doing… that with her father?” Twilight winced, looking like she had bitten on a lemon. “I could have gone all my life without knowing about it!”

“I am very confused as to what you are…”

“Hold on.” Vigilance scooted closer to the metal table, the stallion sitting on the changeling’s right. He leaned over the table, looking at him closely. There was an almost imperceptible furrowing on Loneling’s brow. “What were you doing in those leather straps?”

“We know very well what he was doing.”  Twilight rolled her eyes at the stallion. “He was…”

“Pulling Trixie’s wagon.” Loneling confirmed. He didn’t move as Twilight slowly turned to stare at him, eyes narrowed. “What did you think I was doing?”

“Thought so.” Vigilance snorted. “I’m starting to get you,” he said happily “you’re not as emotionless as you seem, uh?”

“I was raised to please, not to express myself.” Loneling deadpanned. “The Queen’s guard must have discipline over their features when in public, it is tradition.” His lips quivered. “But that doesn’t mean I can’t feel.” He then pointed at Twilight. “Your princess hit me with a bucket. Back at the hive this would be considered assault. Frankly I am shocked and appalled that a member of your royalty would be so barbaric.”

“… I swear to Celestia,” Twilight breathed, exasperated. “you changelings are the most aggravating creatures I have ever come across.” 

“Only ’aggravating’?” Loneling raised a dubious eyebrow. “I honestly hope you never meet my mother again, or that opinion might change.”

“Now now, let’s stay on topic.” Vigilance tried to appease both parties, noting that Twilight’s eyes were twitching madly. “How about you skip ahead a little, please?” He put on his best smile, giving the changeling a hopeful glance.

“Very well.” Loneling cleared his voice, and narrated once again.



*******************



After a few days of arduous travel, we finally left the muddy path I had found Trixie on and reached firmer ground. No more mud holes to be bogged down constantly. I don’t know what Trixie had been doing in the Hayseed Swamps, but she seemed glad to leave the place behind. I was mostly thankful I didn’t have to listen to her ranting about the untrustworthy nature of wheels anymore.

We made good progress once we were on the main road, and we would reach Dodge Junction the next day. The prospect was a boon for Trixie’s mood. She had managed to maintain her sullen attitude for days, but I was starting to see cracks in her pouty exterior. She had asked me about my hive earlier, and she had forgotten to be overly critical when I explained our customs; she even giggled a couple of times. She just sat atop the caravan roof, listening to my stories, her whip all but forgotten.

Usually we would travel until darkness fell, but today we stopped just as the sun was starting to set. Trixie found a good spot to set the caravan for the night, and I hauled the wagon off the road obediently. She grumbled when I asked her why we had stopped so soon, and for once she didn’t tell me off for questioning her decisions. She just declared haughtily that we had covered enough ground for today, and that she had decided I had earned to rest. She did snap at me when I told her she was cute when she blushed, but even the way she insulted me was half hearted. 

Diner was a quiet affair, Trixie finding nothing to criticize in my cooking. It was actually a little unnerving, especially the way she avoided looking at me. I could tell she was trying to say something, but whenever she opened her mouth, she just blushed and grumbled, seeming mad at herself. It was only much later, when I was clearing a patch of grass under a tree to set up my sleeping bag, that she came to me, ears splayed back and tail wagging urgently. I have to admit that her request was… unexpected. But far from unwelcome.

“Are you sure?” I asked, pausing just before her entrance. I looked into her eyes, making sure I was allowed to go in. “You have been very clear before, I thought you didn’t want me to penetrate your…”

“Trixie knows what she said!” The unicorn avoided my gaze for a few instants, but then she looked back, her usual steely stare returning. “Now, stop wasting my time already, and do it! Trixie is already dripping wet!”

“Very well.” I nodded, squaring my hooves. In one fluid motion I was in, and I couldn’t help but shiver in pleasure: it was so warm, so inviting… Trixie groaned, urging me deeper inside, and I…



*******************



“Oh for Celestia’s sake!” Vigilance interrupted, red in the face. 

“Yes?” Loneling said innocently. “What seems to be the problem, officer?”

“You know very well what the problem is!” the stallion nodded to Twilight, the alicorn having faceplanted on the table, hiding under her wings. 

“I don’t understand what…”

“Okay, cut to the chase.” Twilight reemerged from her feathery blanket, blushing profusely. “Were you having sex with Trixie?”

“Of course not.” Loneling remained stoic as the two ponies groaned in unison. “The sky was very cloudy, and Trixie had taken pity on me when she realized it would rain all night.” He shrugged. “She asked me to join her inside the caravan, but not before the rain had already started. She almost had to push me inside since I expected it was trick, and she ended up completely drenched.”

“I’m guessing she made you pay for it?” Twilight grumbled, wings twitching lightly. 

“Obviously.” Loneling nodded. “While she was getting more friendly, she was still Trixie.”

“So,” Vigilance leaned forward, a smile tugging at his lips. “did she let you be the little spoon?” 

“Not before a few days later, after we left Dodge Junction. Then I quickly became her changeling teddy bear; it was very nice having her holding me as we slept.” Loneling ignored the amused snort from the stallion, focusing instead on the twinge of confused jealousy he felt from Twilight. His eyes narrowed slightly, analyzing the information. His lips twitched. “Trixie was not very comfortable at the idea of sharing her bed at first, but she warmed up to the idea after some… persuasion.”

“Here it comes…” Twilight grumbled as Loneling cleared his throat.



*******************



My hooves grabbed her sides, trying to hold her still. Trixie tried to squirm away from my ministrations, but I just pressed deeper, and she finally relaxed. I could finally work my magic, and before long she was putty in my hooves. Her breath kept hitching in her throat everytime I hit a sore spot, and she exhaled when I worked the kinks out. I caressed her gorgeous body, humming in appreciation as the mare writhed on her bed.  Her satisfaction tasted positively divine. I had told her I was a professional, and now was my chance to prove it.

“Ooooh, Loneling!” Trixie cried out, her voice making the caravan windows rattle. Her back arched as pleasure coursed through her body. “Yes! That’s the spot! Service the Great and Powerful…”



*******************



“Let me guess.” Twilight sighed, holding her head with a hoof, a bored expression on her face. “You were giving her a massage?”

“Affirmative.” Loneling nodded. The alicorn huffed, rolling her eyes. She levitated her cup to her muzzle, taking a swig. “I was massaging her genitals with my tongue.”

“WHARGL *hack*!” Twilight sputtered, coughing uncontrollably. Water squirted from her nose as Vigilance gently patted her back. The stallion gave the changeling a look that screamed ‘really bro?’

“Come one Loneling,” Vigilance implored, pouting as Twilight whizzed. “I didn’t think you would be the kind to hold a grudge like that.”

“Really?” Loneling deadpanned, starring at the stallion. “You do know who my mother is, right?”

“Well, that’s no excuse for…” The stallion began, but Twilight interrupted him.

“Uuurg!” She growled between her teeth. “That’s it, I’m done.” Her horn sparkled with power and she took aim, straight at Loneling’s forehead. “No more innuendos!”

“I presume this is the part where you welcome me to Harmony by blasting a hole in my head?” Loneling didn’t even flinch, staring blankly at the alicorn. “How typical.”

“Princess?” Vigilance didn’t dare move, his eyes wide. “What are you…”

“Simplifying my life!” Twilight stated. In the next instant she let her spell fly. 

Vigilance inhaled sharply, then leaped towards Loneling, trying to save him. But he was too late. Before he could push him out of the way the magical beam struck home, right between Loneling’s eyes. The stallion almost shouted in panic as Loneling’s head whipped back, and he actually cried out when a splatter of green ooze splashed on the wall behind the limp changeling. Twilight’s spell really had blasted a hole into his head, the remains of his brain oozing on the wall.

Silence fell in the interrogation room, Vigilance’s panicked breathing getting louder and louder. The stallion was frozen in place, looking at Loneling’s body, his mouth open in a silent scream. He flinched when Twilight spoke again, sounding completely unremorseful.

“There, that should do the trick.” She said proudly. 

She eyed the green gunk smeared on the wall with interest, then stuck her tongue out as she meticulously spread it around with her magic, making an even surface. She nodded in satisfaction when she had completely covered the surface of the wall, then finally noticed the horrified stare Vigilance was giving her.

“What?” She fidgeted, unnerved. “It was the most efficient way to deal with him.”

“How… How could you…” Vigilance stammered, his gentle soul shaken to its core.

“Oh, is this about the wall?” Twilight brightened, her ears perking up. “Don’t worry, this stuff will evaporate when we are done.” She turned to the slumped changeling, huffing. “As for you, I’m really sorry it had to come to this, but you left me no choice.”

“For once, I won’t deny you are right.” Vigilance almost jumped out of his fur when Loneling spoke, the changeling slowly straightening back up. Loneling blinked furiously as he massaged his brow, clearly disoriented. “Although I would note that you ponies have a worrying habit of aiming at my head.”

“Well at least you shouldn’t feel any pain this time.” Twilight eyed the changeling curiously, her horn glowing. “I’ve only used this spell on myself until now. The way it interacted with you is… interesting.”

“I’ll say.” Loneling stole a glance behind him, tilting his head at the wall covered in changeling resin. His horn shone brightly, wings quivering with interest. “A projection spell…” His eyes widened, clearly impressed. “Linked to my mind?”

“Precisely.” Twilight smirked. “From now on we will look at your memories, instead of having you narrating everything.”

“Fascinating.” Loneling narrowed his eyes, and the green goo covering the wall suddenly lit up, just like a projection screen in a cinema. Images flashed in quick successions, showing various scenes of Loneling’s life, before settling on a particular memory. 

“Oooh, is that a changeling nursery?” Twilight’s eyes sparkled at what she saw, her thirst for knowledge overpowering her aggravation towards Loneling. “Are those eggs? They are so small! Wait, that one is cracking open… Oh my gosh infant changelings are so cute!” She gushed. 

“Yes, they are.” Loneling smiled, actually smiled, at the memory. It was short lived, lasting no longer than two seconds, but it was there. “You are watching my first brood hatching, one of my happiest memories.” He pointed to a changeling buzzing around the eggs, nuzzling the foals that had already hatched. “And that would be me. I was very unprofessional on that occasion, a crazed father if I ever saw one, but at least the mother didn’t hold it against me.”

“Wait, mother, you don’t mean…” Vigilance began, but he stopped as the image followed the hysteric changeling. Deeper in the nursery they could see a large figure lying on her side. She was clearly female, beautiful and terrible, as tall as Princess Celestia. As Loneling got closer they could see that she was wearing a tired smile, revealing her wicked fangs. Vigilance had never seen her, but he could only guess that this was…

“Chrysalis.” Twilight confirmed in a growl. The alicorn’s feathers ruffled agitatedly as the changeling queen eyed the eggs around her, an incongruous motherly smile on her dangerous muzzle. Chrysalis then winced and laid back, parting her hind legs wide, revealing her transparent belly and the few eggs still inside then… The scene suddenly disappeared, leaving the screen blank. “Hey!” Twilight whined, looking at Loneling accusingly. She was very much aware that she was witnessing an undocumented occurrence, and her scientific mind was burning for more.

“Sorry, but what happens next is a little personal.” Loneling shrugged. “I already intruded on Mother’s privacy by showing you this much.”

“She didn’t care much about my brother’s privacy when she impersonated his fiancée.” Twilight grumbled unhappily, staring back at the screen. 

“If it makes you feel any better, Mother is very picky with her mates.” Loneling scratched his chin “Your brother should be proud he was allowed to mount her so many tim…” The changeling recoiled as somepony hit his leg, and he leveled a curious look at Vigilance. “What?” Loneling inquired. “It’s true! It’s not often Mother will commend a lover like she did Shinning Armor, praising his skill, stamina and girth… Will you stop hitting me already?”

“I think it’s time we go back to your travels.” Vigilance urged, giving a glance to the blushing alicorn. Twilight nodded frantically, seeming to want nothing more than for the ground to just open up and swallow her. “How about you tell us… I mean show us what happened when you arrived at Dodge Junction?”

“Very well.” Loneling sighed, still mystified by the way ponies went crazy over the smallest things. He hopped off his chair, then dragged it to sit next to Twilight, facing the impromptu screen. Twilight shuddered at his proximity, but otherwise didn’t object. “Now, where should I start… Ah yes, I think this should do it.”



*******************



Night had fallen on the desert settlement, the moon barely shining through the dense cloud cover. A few tumbleweeds rolled past, but other-ways all was still. But Trixie wasn’t fooled, she knew this was not over. She panted heavily, her blue fur covered in dirt and splinters, and she looked around carefully. A ray of moonlight was suddenly obscured, an ominous shadow flying overhead, too fast to be seen clearly. Trixie spun to face the danger, but it disappeared into the night before she could do anything but get a glimpse.

“Stop hiding!” Trixie snarled, her horn sparking dully, before going out completely. She winced, but still remained defiant. “Come and face the Great and Powerful Trixie!”

She yelped and dove for cover as a crimson ray of magic lanced at her from the obscured sky, and she rolled to avoid a second blast. Growling, the unicorn got to her hooves, hissing when she put too much weight on her injured leg. She dusted her tattered cape, then tilted her torn hat back. She stared challengingly at the shadows overhead.

“Trixie should have known you would use your new wings to your advantage.” She spat, rubbing her hoof against her mouth, wincing when her leg came back with a smear or crimson on her cyan fur. “Coward!” She snarled. “Where are you?!”

“Here.” A voice whispered from the shadows, just behind her. Trixie twirled around widely, but she was too slow to avoid the attack.

The angry red beam exploded against her side, taking her off her hooves. She cried out as she was thrown to the ground, her hat flying off her head as she rolled with the force of the attack. Trixie whimpered in pain, but she still found the strength to stagger to her hooves, facing her opponent. The dark figure emerged into the moonlight, horn glowing red, wings spread wide, and muzzle stretched in a victorious smirk.

“Sparkle…” Trixie growled, limping back as her nemesis approached. 

“Lulamoon.” Twilight answered simply, chuckling softly. 

The two of them circled each other slowly, the unicorn ragged and limping, the alicorn tall and regal. Trixie panted heavily, wincing whenever she took a step, while Twilight watched on with a haughty smile. Suddenly, the alicorn lunged, pinning her exhausted opponent to the ground. Trixie cried out, but she was silenced when Twilight gently placed a hoof on her lips.

“Shush, stop squirming, you’ll only hurt yourself.” Twilight said softly. She eyed the mare underneath her, her gaze lingering on her injured leg, the scorch mark on her side and the crimson smear on her muzzle. “You know you cannot defeat an alicorn, admit defeat Trixie.”

“Never!” Trixie snapped, pushing the lavender hoof away. She tried to ignite her horn, but her blue magic sputtered and died with a *fizz*. She cried in pain, clutching her horn as tears ran from her cheeks.

“I command you for your bravery, but you cannot fight anymore. You are beaten, this is my victory.” Twilight declared, stepping away. The alicorn spread her wings, looking at the sky, and with a powerful beat Twilight was airborne. She was lost in the night in a matter of seconds.

“No… Come back here!” Trixie snarled, pawing at the ground as she crawled after the alicorn. “I’m not done yet!”

“Heal your wounds, learn from your mistakes. You are quite obviously the most powerful unicorn I have ever met, but will have to do better if you want to reach me.” Twilight’s voice echoed from the darkness. “I am sure you will be a match for me one day, but not your time is yet to come. You are a worthy opponent Trixie, I will remember you. Until we meet again.”

Trixie screamed into the night, venting her rage and pain, before she finally collapsed. She remained immobile, a lone figure amongst the silent shadows, her cape softly fluttering in the wind. Then, as if someone had set off a thousand fireworks, the night exploded with an explosion of sounds. Cheers, applause, the stomping of hundreds of hooves and the merry jingle of bits hitting floorboards. Light flooded the town, street lights being reignited all at once. The warm halo from the gas lamps illuminated the stage sprouting from the side of the silver caravan, and the impressive crowd around it.

Trixie stood in the middle of the stage, posing proudly on top of the wooden floorboards as bits and flowers rained around her. With a flourish of her magic she grabbed her tattered hat from the ground and saluted the crowd, earning another round of applause. 

“Thank you all!” Trixie shouted over the clamor, trying not to smile too much. “You have been a great audience!” 

She twirled her cape theatrically, before setting off a series of smoke bounds hidden beneath the floor boards. The crowd went wild as she disappeared, and Trixie couldn’t help but giggle in ecstasy as she rushed to her caravan under the smoke cover. She dove through an open window, laughing as she tumbled inside. She could still hear the cries of adoration even as the window was hurriedly closed, the stomping making the floor of her caravan vibrate. She squealed in happiness again.

“I think we may have started a riot.”

Trixie laughed out loud, giving ‘Twilight’ an amused glance. The alicorn was staring out the same window, eyes narrowed. The lavender mare was suddenly consumed by green fire, transforming back to his usual self. Loneling shook his head, completely baffled by the chaos outside.

“They are just happy.” Trixie reassured with a wide grin. 

“Yes, I can feel that.” Loneling deadpanned, rubbing his stomach. “But I’m fairly certain that ponies don’t usually celebrate by hurling pies at each other.”

“Oh stop worrying.” Trixie huffed with good humor. “It’s just a tradition that comes from a town not too far from here.” 

“You ponies are so strange.” Loneling winced when somepony was tossed through a window, a salt-lick between his hooves. “Pure madness.”

“Tell me about it.” Trixie shook her head, trying to get the dirt out of her silvery mane. She gave the changeling a light shoulder tap. “You weren’t half bad out there, you followed the script to the letter; I almost believed you were Sparkle for a minute.”

“Complimenting a changeling on acting seems redundant. Especially when impersonating someone they are familiar with.” Loneling brought a hoof to his muzzle, stifling a loud burp. 

“Enjoying the meal?” Trixie said with amusement, hanging her cape and hat on their rack.

“Very much so.” He confirmed. Loneling scratched his chin pensively.  “Changelings helping ponies with theatrical presentations, I really should bring this idea back to my hive.”

“After you’re done helping me.” Trixie huffed, stretching her sore limbs. She eyed the slight bump in her belly with annoyance. “Don’t forget that you owe me.”

“Yes yes.” Loneling sighed, his horn glowing. Outside, the stage began to unfold, the wood planks glowing green as they were swiftly tucked away under the caravan. In a matter of seconds the platform was gone, as were the many bits ponies had thrown them, the coins slipping by a crack in the window. “I don’t see the problem really.” Loneling tilted his head, sizing the bag of coins he had collected. “Your cape is wide enough to hide your gravid state, and my eggs don’t hinder your movements.” He deposited the bag in Trixie’s safe, the coins hitting the empty chest noisily. “Furthermore I must note that I didn’t lay as many eggs as I could have, which is fortunate considering their destination…”

“Oh shut up and help me clean this off. You take the fun out of everything, you’re worst than my boss back at the rock farm.” Trixie nagged, rubbing the fake blood she had spread on her leg and muzzle, the sticky liquid clinging to her fur.

“Told you it would stain.” Loneling shook his head, sighing. He levitated a sponge from the little sink in the corner. “I’m sure ponies would love your little fiction even if you didn’t cover yourself in ketchup.” 

“Fiction? How dare you!” Trixie fumed, holding her soiled hoof towards her companion. “Ask any of these ponies, Trixie’s duel with Sparkle really happened; it’s a known fact! My hat and cape barely survived our epic battle!” She grumbled as the changeling rubbed the sponge on her muzzle gently, an unconvinced look on his face. “Okay, I may have altered a few details…” She narrowed her eyes as Loneling snorted in derision. 

“Sure.” He gave her muzzle a once over, then nodded in satisfaction, turning to her leg. “And the fact that Miss Sparkle wasn’t an alicorn at that time…”

“As I said, details.” Trixie growled.

“Also from the information we have on Miss Sparkle, I doubt she would have…”



*******************



“Actually,” Loneling interrupted the projection, halting it on an image of Trixie about to bop the changeling on the head. “now that I have actually met you, I’m not so sure.” He eyed the surprised alicorn at his side, Twilight having been engrossed by the memory. “Did you really throw Trixie through a wall?”

“Of course not!” Twilight stood up, glowering at Loneling with indignation. 

“How about the pile driver from the sky?”

“I didn’t hurt her at all!” She fumed, ears twitching in agitation. “I would never hurt anypony like that!” 

“Uh uh.” Loneling deadpanned, tilting his head, letting the bump on his noggin clearly visible. “You don’t say.”

“That… That was different!” Twilight sputtered, her righteous anger deflating instantly. 

“Because I’m not a pony?” Loneling tilted his head the other way, genuinely curious. 

“No!” Twilight flailed with her hooves. “I panicked! If you weren’t coming closer with your thingy pointed at me I would never have…”

“You didn’t seem to mind blasting us into the sky back at the wedding.” 

“You were attacking Canterlot!” 

“Trixie was attacking Ponyville.”

“I… I don’t…”

“And aren’t you responsible for the destruction of several acres of the White Tail Woods?”

“I was fighting Tirek!”

“Guys!” Vigilance interrupted, clopping his hooves loudly. Both Loneling and Twilight turned to him, one with a neutral expression and the other flustered. He focused on the changeling. “Loneling, Twilight is one of the most caring ponies you can find, and she has never differentiated between species. She was the only one in Ponyville to give Zecora a chance.” Twilight blushed brightly at the compliment, squirming in her chair cutely as she examined the table closely. “And I was here when Trixie took over the town, and I can guarantee nopony was hurt.”

“Very well.” Loneling nodded. “I have to admit that Trixie has a way of making her lies very believable, so please excuse my doubts.”

“Speaking of which, just how far did you and Trixie go with your little act?” Twilight grumbled, smoothing her ruffled wings.  

“Oh, not too far.” Loneling scratched his chin, as Twilight sighed in relief. “We just went from Dodge Junction to Baltimare, Fillydelphia, Hollow Shades, then we had to run from Trixie’s creditors back to the south where we performed in Appleloosa, a couple of buffalo communities, Los Phoenixes, Applewood…”

“That’s almost half of Equestria!” Twilight screeched, wings puffing up instantly.

“Well yes, but then again Equestria is not that big.” Loneling shrugged.

“I hope ponies didn’t take your show too seriously.” Vigilance said worryingly, patting the agitated alicorn on the shoulder.

“Some certainly did.” The changeling turned to the screen, where the image of a heavy looking book appeared. The cover featured an artistic rendition of Twilight, clad in battle armor, yielding a giant battle axe. The words ‘Twilight, warrior princess’ were scrawled above it. “The First chronicles of Sparkle the Legend should be hitting the shelves any day now.”

“Somepony wrote a book… About me?” Twilight stared wide eyed at the screen, her whole face twitching.

“The author gave us a rough draft of his work back in Applewood.” Loneling nodded. “He was confident that the adventures of Twilight Sparkle and her cursed axe will rival the Daring Doo books. From the quality of his work I’m inclined to share his optimism.”

“I don’t know how to feel about this…” Twilight whispered, both horrified and elated at the same time. 

“Oh I’m sure you will love them.” Loneling said with confidence, before narrowing his eyes. “As long as the author doesn’t get too inspired by what happened in Los Pegasus…”

“Why?” Vigilance leaned forward, looking under Twilight’s extended wings. “What happened?”

“My partnership with Trixie was concluded in a rather… unique fashion.” Loneling cleared his throat, tapping his hooves, seeming almost uncomfortable. Twilight was about to ask more, when the screen flashed again, and a memory was displayed.
	
> 03: The show must go on - Part 2
> --------------------------------------------------------------------------

	
Loneling and Trixie sat in a dark room, surrounded by ropes, cardboard scenery and other theatrical props. They were facing a tall closed curtain, the muffled sounds of an excited crowd reaching them from behind the red fabric. From the sounds of things there were hundreds of ponies taking their seat on the other side; this would undoubtedly be their biggest audience yet. Trixie and her 'tamed changeling' were already known for their travelling show, but performing in a theatre in this city? It could change everything for the showmare.

“Okay, this is it.” Trixie squeed happily, her tail wagging with excitement. “It took us almost two weeks, but here we are: Las Pegasus! The most prestigious city for showponies! Trixie will be famous after this!”

“Aren’t you famous already?” Loneling deadpanned. He rubbed his forehead, feeling a little woozy. He had been feeling strange ever since the public had started arriving. “Ponies seem to flock towards the caravan wherever we go.”

“It’s not the same!” Trixie was almost shacking in anticipation. “After this Trixie will be accepted as an actress, not only as a showmare!” She smiled from ear to ear. “Trixie could even perform in Bridleway plays eventually!”

“If you say so.” Loneling said, unconvinced. He shook his head, but his thoughts remained clouded. “I still think your choice of establishment was very poor.”

“Oh what does it matter if this theatre is a little run down, we are still in Las Pegasus!” Trixie chirped happily.

“Did you even look at the types of plays they perform here before signing on? Did you see the posters on the shopfront?” the changeling looked around, his gaze lingering on the props around them, especially a rack of racy red dresses in a corner, complete with fishnet stockings. “Because I think you might not know what the word ‘burlesque’ means.”

“It means it’s a show for adults.” Trixie shoved the changeling lightly, still smiling hugely. “The manager told me already.”

“Right, and you’re not worried because…?” Loneling murmured, sniffing the air carefully. He could feel the usual pre-show thrill coming from the hidden crowd. But he could also taste a clear undertone a very different type of excitement. One that made his groin stir instinctually.

“Oh he just said we would have to be way more graphic than usual to entertain this particular crowd.” Trixie rummaged in her cape, humming softly. “Which means…” She took a hoof-full of little red packets from a hidden pocket. “more ketchup!”

“I am fairly certain that’s not what he meant.” The changeling let his tongue dart out, confirming his doubts. This place definitely reeked of sex. He was beginning to feel very light headed. “We shouldn’t be here…”

“Oh relax!” Trixie laughed, stuffing the packets back into her cape. “Don’t act like you don’t enjoy washing Trixie after each show.”

“Trixie,” Loneling whispered urgently, the waves of lusty impatience getting stronger by the second “I believe you might have brought us…” the strident ringing of a bell echoed in the huge amphitheatre beyond the curtain, drowning his last words “...to a bordello.”

“It’s time!” Trixie squealed, jumping to her hooves. “Break a leg!” She grabbed the changeling, gave him a quick hug, and then ran to the curtain with almost indecent haste. She didn’t see Loneling try to grab her attention as she went, his movement sluggish and unfocused. She was quickly swallowed by the fabric and disappeared from sight.

The changeling was left behind, alone in the gloom. His head began to swim, saturated with the concentrated lust seeping through the curtains. He could barely hear Trixie’s opening dialogue, his mind focusing instead on the hundreds of unique sexual fragrances assaulting his senses. He shook his head in a valiant effort to clear his thoughts, but he could not ignore the spicy perfume of so many willing mares. The sour smell of the exited stallions only made it worse, his traitorous instincts spurring him on, demanding he proved himself over the competition. He remained seated for what felt like hours, getting more and drunk on lust. And he soon realized he couldn’t take it. The pressure was just too great.

He staggered to his hooves, intent on getting out of there. It had been several days since Trixie had let him play with her, and tasting the carnal desires from this many ponies at ounce was making his head spin. His egg sack fluctuated, heavy with his next brood, and it even started producing more. His breath hitched as he felt his ovipositor emerge, ready to plunge into the first hole it could find. 

His most basic instincts were screaming at him that he would only have to go through the curtain to find a willing mate, that beyond the fabric he would easily find at least few females to carry his eggs. But the rational part of his mind reminded him that ponies still mistrusted him, even if they didn't fear him anymore. They still thought he was but a monster, tamed by the Great and Powerful Trixie, no female would accept him on the other side. It was with great difficulty that he turned to the exit, dragging his hooves.

“Well? The Great and Powerful Trixie awaits!”

He froze, nostrils flaring. How could he forget, there was at least one female that did trust him on the other side. Loneling slowly turned back, eyes narrowed. He and Trixie had grown close over the time, the small space they had to share breeding a strong sense of comradely. It was nice to have a friend. The kinky sex wasn’t too bad either. Trixie called it a ‘friendship with benefits’, while he preferred the term ‘sexual symbiosis’. What’s more, she was already carrying one brood, why would she refuse more? After all, she did have a lot of spare space in her womb. 

Loneling prowled towards the curtains, crouched low and ready to pounce, his tongue darting out like a snake. His mind was full of images of Trixie’s plump flanks and her child bearing hips, his ovipositor growing to full mast, but something tugged at the back of his mind. Was this right? Hesitating, he stopped right in front of the fabric. He shook his head forcefully, regaining his senses. No, this wasn’t right. Trixie had been clear: she had only agreed to carry his eggs reluctantly, she would never accept a new batch. She didn’t want more, she didn’t want him…

“Come out and face me Sparkle!” Trixie called again, a hint of worry in her voice.

No… No she didn’t want him. But she did want someone. Somepony worthy of the Great and Powerful Trixie. She wanted the one to whom she had lost twice already, the pony whose name she whispered in her sleep. She wanted Twilight Sparkle. And Loneling was perfectly capable of giving her what she desired. Nay, it was his duty to fulfill her deepest fantasies, that’s what he had been trained for his whole life. He concentrated on the pony Trixie wanted him to be, and in a bright flash of green, Loneling was no more. In his place stood a tall lavender alicorn, beautiful and regal, horn shinning crimson. Almost as tall as Princess Luna, the alicorn inhaled deeply, sporting a serene smile.

“Oh Trixie Trixie Trixie, when will you learn?” Twilight sighed, tsking softly. “I think it’s time for you to receive your lesson.” Twilight chuckled, throwing the curtains open. “And I have just the tool to teach you.”	



*******



Trixie chewed on her lips, still facing the curtains. Behind her, she heard the public stir, the audience quickly losing interest. A cough here, a few whispered conversations there, a… wait, was that a moan? She glanced back, but she could only see shadows. 

From the moment she had emerged from the curtains the public had been shrouded in darkness, the stage barely lit with a few red tinted projectors. A most peculiar choice, in her professional opinion; she wasn't used to an invisible audience. Her heart had almost stopped when the whistling had begun, thinking she was being booed off stage before she could even begin. But she had quickly recognized that these were not the jeering whistles she was so horribly familiar with. On the contrary they sounded… appreciative? 

A few wolf whistles later, and a most improper shout (“Woooo! Take it off!”), and the crowd had quieted down, leaving her momentarily stunned. Maybe this was the way things worked in Las Pegasus? Shrugging, she had begun her tirade, getting more and more confident as she let herself be taken by the story she had crafted.

But now, she had issued her challenge twice, and Loneling still was a no show. The changeling had never missed his cue before! Even for their first presentation back in Dodge Junction he had been a perfect actor, earning her respect as a showpony. So what was keeping him? Was he rereading his lines? Toilet emergency? Stage fright? Oooh, she hoped it wasn’t stage fright…

“Well? The Great and Powerful Trixie awaits!” She shouted again, louder this time. 

Maybe he just hadn’t heard her the first time. Yeah, that’s it! He should appear any second now. …. Aaaany second now. THERE! No, that was the wind ruffling the curtains. Well ponyfeathers… She was going to strangle that changeling! 

“Come out and face me Sparkle!” 

She did her best not to show her rising feeling of panic, wondering widely how she could salvage this situation, when the curtains parted with a red glow. She almost choked in surprise, but she quickly took control of the situation. 

“Aha, at last! Trixie was wondering when you would… show… up?”

Trixie gulped, taking an involuntary step back, sizing her opponent. She was tall, much taller than the previous times Loneling had transformed into Twilight. And if the light wasn’t playing tricks on her senses, she was much less slender than usual, muscles rippling under her coat, making her look almost like a stallion. The alicorn towered above Trixie, her muscular legs almost as tall as Trixie on their own. As Twilight got closer, Trixie couldn’t help but notice the alicorn could rival Luna in beauty and grace, his masculine aspects not at all unpleasant to the eye. She was simply gorgeous. Is this how Twilight will look in years to come? The thought made her heart race, her breathing going wild.

“The Great and Powerful Trixie.” Twilight hummed, lowering her neck until they were eye to eye. Even her voice is sexy… So deep… Trixie couldn’t help but think, Twilight’s sensual purring sending her heartbeat into a frenzy. “Well? Have you come to submit yourself to me?” Hey! That’s not in the script! Why is he improvising!

“N… Never!” Trixie fumbled, blinking rapidly as Twilight’s breath washed over her, so warm, so enticing, so distracting…

Trixie jerked back as the alicorn suddenly brought her muzzle closer to hers; close enough to feel her lavender fur tickling her nose. She stumbled on her back, and she couldn’t help but let out a high-pitched squeak as Twilight (No, not Twilight, that’s Loneling!) stepped over her, and buried her (his! HIS!) muzzle into the crook of her jaw. Trixie shivered as he sniffed deeply, pressing deeper, and she let a moan escape her lips as he started nibbling on her neck. 

“Now we’re talking!”

The shout from the audience followed by a ripple of laughter snapped Trixie out of her trance. She pushed the alicorn away with all her might, Twilight grunting as he was shoved back. Or more specifically, grunting when Trixie’s hind-hooves collided with a decidedly non-feminine part of his anatomy. Wide eyed, Trixie shot on her hooves, looking at Twilight’s groin. In the dim light the dark purple organ had been almost invisible, but now that she knew to look for it she could only stare. She could make out the glistening head, flare covered in arousal, and the long shaft it was attached to. It was enormous, and it certainly was not in the script either.

“What the hay are you doing?!” Trixie whispered fiercely, hoping the audience would not hear. She shivered when Twilight’s cock jerked under him, hitting his belly with a loud *slap*. The way his head flared as it did so made her legs buckle, and a familiar scent hit her nostrils. It was the same scent she had smelled when she had tied Loneling up, the day they had met. Almost instantly her nethers began to burn, her tail flagging high. The crowd cheered, clearly enjoying the show. She growled, but couldn’t get her tail under control. “Are you using you weirdo changeling magic on me again?!”

“Changeling? Don’t be silly.” Twilight shook his head, looking at her with amusement. The alicorn flapped his wings, smoothly getting to his hooves in one fluid motion. “I just thought I would show you one of my tricks. You see, I can easily turn a mare…” Twilight chuckled, turning to show his sides, displaying his impressive length. “…into a stallion.”

The crowd obviously enjoyed the twist, and Trixie’s ears twitched as the shouts rang around them. “Best magic trick ever!” “By Luna, It’s huge!” “Mount her!” “Come one, fuck her already!” “Do her, do her hard!”. Twilight completely ignored the rowdy crowd, solely focused on his prey. Trixie wondered if he could even hear them, lost in the roleplay as he was. It was clear Loneling had completely lost control of his character, becoming what he impersonated. 

Loneling had said that this could happen, but had been adamant that it only happened when a changeling was overcome by his most basic instincts: fight, to flight or… Oh, ponyfeathers… She eyed the shadows writhing behind her, taking in the wet sounds and guttural moans, and quickly connected the dots. She gulped heavily, realizing her situation. This was not an act anymore. She had just challenged an alicorn to a fight. And by the way he was looking at her, she didn’t have to wonder very long to guess what he would do to her if she lost. She knew very well that behind Twilight’s appearance, there was a perverted changeling, consumed by the need to breed. To make things worse, the Twilight he had conjured was very tasty looking…

“Let’s begin, shall we?”

Trixie was startled from her musings. She focused back on the alicorn, but he was gone. A chill ran down her spine, and she quickly scanned the room, eyes darting everywhere. It was much too dark to see, the only island of light being the stage. Twilight could be anywhere. A thrill of panic almost overtook her, but the unicorn quickly controlled herself. She breathed in, and then exhaled deeply, willing her fear away. She had trained a lot after the Ursa Minor incident, and although her magic had not improved very much, at least she could count on a solid grip on her nerves. 

Okay Trixie, stop and think. That’s not Twilight, that’s not an alicorn, it’s just Loneling. She gulped, head swiveling around. Yeah, just Loneling… A changeling warrior able to levitate a heavy caravan like it’s nothing, who didn’t budge when I blasted him with my strongest magic, can take a hundred lashings without leaving a scratch… and he’s convinced this is a real fight. Trixie felt fear creeping back, but she clamped down on it instantly. First thing first, find him, then I’ll just… wing it. She concentrated, trying to ignore the burning in her loins, and her horn began to shine bright blue.

As soon as the room began to brighten, the spectators shouted in annoyance, and the fire in Trixie’s nethers redoubled in intensity. One glimpse at the audience would be enough to make anypony blush. Everywhere she looked she could see mares and stallions, all of them very busy, all of them very horny. Trixie’s eyes darted from the turgid shafts being stroked, to the glistening marehoods, her gaze lingering on the ones that were thrusting into one another. The veritable forest of erect cocks made her pussy drip with arousal, while the many wet cunts on display made her drool.

She was so distracted with the orgy that she didn’t see the crimson magic bolt until it was too late, and she cried out as it hit her sides, more surprised than hurt. The blue light instantly faded, leaving the depraved ponies to mate in the darkness. Trixie stumbled, falling at the edge of the stage. She jerked back as hooves shot out of the shadows, intent on dragging her into their perverted midst. Trixie rolled away from the dark pit, knowing full well what would happen if she fell into it. All these ponies were convinced she was there for their pleasure, and they were going to get satisfaction out of her. One way or another. 

“What’s the matter Trixie?” Twilight’s voice rang from the shadows, clearly enjoying himself. “Can’t keep up?”

Trixie stood back on her hooves, grinding her teeth. She tried to pinpoint where Twilight’s voice was coming from, but the moans distracted her, her ears swiveling madly towards all the obscene noises surrounding her. Her thighs were now positively drenched with arousal, yet she still managed to fight off her own carnal desires. She was here to fight Twilight, not indulge herself. Wait… Was she really fighting Twilight? She seemed to remember that he wasn’t real and…

“Hmm, but you do smell heavenly.” Twilight said, startling her. He was right behind her, sniffing her dripping pussy. “Mind if I have a taste?” Trixie’s breath hitched in her throat, a bolt of pleasure running through her spine as something made contact with her engorged slit, teasing her hooded clit.

Trixie bucked with her hind hooves instinctually, but she was too slow. Twilight dodged her clumsy attack, and he shoulder checked her hips. Trixie was thrown off balance, and her hat flew off her head, landing near the edge of the stage. Cursing, she fell on the ground once again, but this time the alicorn didn’t leave her any time to recover. Twilight leapt on top of her, shoving her roughly against the wood planks with his superior bulk. He pressed his barrel on her sides, hooves on either side of her head, letting his cock leak precum all over her flanks.

“Ah! Get off me!” Trixie screeched, squirming under the powerful stallion. She was painfully aware of the huge rod poking her sides, humping into her, smearing his arousal all over her. She snarled in anger, both at Twilight and at herself for the way her body responded to his proximity. She could almost hear her pussy winking desperately, even over the clamoring public. “Trixie will make you pay Sparkle!” She ignited her horn, her cyan magic shinning in the gloom. “Prepare to…”

Her taunt was cut short as Twilight’s own horn suddenly flared up, his crimson aura easily smothering Trixie’s feeble magic. The audience was revealed again, but this time they didn’t seem to mind, the red light only spurring them on, like a ripple of lust in an ocean of flesh. But Trixie had no attention to spare for the mating ponies; her wide eyes were glued to the disapproving alicorn looking down at her.

“Trixie, you poor deluded little filly.” Twilight chided, tsking disapprovingly. “Do you really think you can best me at magic?” His magic ramped up, shinning brighter still. “I am an alicorn, the princess of magic, and you are but a mediocre unicorn.” He pressed his cock into her sides, his slick flare sliding on her fur. “I would crush you in a matter of seconds.”

“Filly? Trixie is many years your elder, you little upstart. Bring it!” Trixie challenged, even as her heart raced widely.

“Oooh, but I do like your spirit.” Twilight smiled approvingly, and the glare emanating from her horn subsided, before going out entirely. Trixie blinked rapidly, trying to adjust to the darkness again. “How about we make things more interesting?”

“Giving up already?” Trixie huffed haughtily, tying to ignore the shaft pressed against her flank; she could feel Twilight’s heartbeat through it, and it was very distracting. “Trixie expected better from you, Sparkle.” A little voice reminded her that this wasn’t really Twilight, but it was smothered by her excitement. This was like something plucked directly from one of her naughtiest dreams, and the changeling pheromones were starting to erode her will. “Trixie will accept your surrender now.” She began to squirm away, trying to push the bulky alicorn off her. 

“Cute.” Twilight snorted, pressing himself closer. He realigned his hips, and his cock slid between her thighs, lodging itself against her teats. “But no, I don’t think so.” He started to grind his meat slowly, flicking Trixie’s nipples with his flare. “How about this: neither of us uses magic, and we see who manages to dominate the other. Armed only with…” He humped harder, his heavy balls slapping against Trixie’s rump, eliciting a gasp from the mare. “…our bodies.”

“Does Trixie get a pecker too?” Trixie panted, sliding her thighs along Twilight’s shaft innocently. 

“No.” Twilight snorted with amusement. He withdrew his hips, teasing her teats on the way, and prepared for another hump.

“Thought so.” Trixie huffed. She narrowed her eyes. “Then Trixie will have to play dirty.”

“What are you AAAAEEEH!” Twilight screamed, eyes going cross eyed from the pain of having his testicles kicked not once, but twice. Trixie seized her opportunity, and put all her strength behind a mighty headbutt that sent the alicorn reeling back.

“Don’t take me lightly, Sparkle.” Trixie rasped, a vicious grin on her muzzle. She got to her hooves, ignoring the sticky strands covering her flank. 

The stallions in the audience audibly cringed as the alicorn writhed on the ground, holding his poor balls in his hooves. Trixie was very pleased to see the tears running down his cheeks, his obvious pain sending a new thrill of excitement down her spine. A long jet of arousal squirted from her slit, the heavy scent of her juices permeating the air. Trixie waged her tail energetically, spreading her perfume around. Quite a few spectators reacted, some stallions going positively feral with lust for her, but Trixie wasn’t flagging them. She had eyes only for the lavender alicorn prostrated at her hooves.

“You smell that Sparkle?” Trixie panted. She turned around, presenting her backside. “That’s the musk of an alpha mare.” She grinned widely when Twilight’s nostrils flared, and his breathing accelerated. He stared wide eyed at her rump, obnubilated by the sight. The stallion even forgot about his bruised balls, his cock throbbing more than ever. Almost there Trixie thought. She bit her lips, hard, almost drawing blood. She squirted again, and this time her juices fell directly on Twilight’s muzzle, the stallion jerking back as the concentrated pheromones of a receptive mare invaded his senses. 

“You… You dirty little whore…” Twilight shook his head drunkenly, his breath ragged and short. “What… What is this…” he tried to get back to his hooves, but stumbled right back to the ground. “What did you…”

“Oooh, what’s the matter, can’t fight you male instincts?” Trixie grinned wickedly, facing him again. “No stallion can resist me, and especially not one as inexperienced as you.” She sauntered closer, looming over his head. She was very pleased to see that his eyes were unfocused, his mind completely taken over by her scent. “Now, open your mouth and stick out your tongue.”

“Wha*Mmff!*” Twilight struggled in vain as Trixie grabbed his head with both her forehooves, then shoved her rump on his muzzle. The alicorn mumbled in protest, his mouth pressed against her dripping slit, her scent overpowering.

“Yes, that’s it.” Trixie moaned sensually, holding her rival’s face in place, hind legs trembling. “Pleasure your mistress.” She ground herself harder, and was satisfied to feel Twilight tentatively open his mouth. “You are Trixie’s toy.” She moaned as his tongue began to prod her folds, and she rewarded him with another squirt. “You are Trixie’s slave.” The stallion gulped down her juices, his tongue lapping at her slit greedily. “Now pleasure your master.”

Twilight obeyed with enthusiasm, grabbing Trixie”s flanks with his powerful forelegs, bringing her down to lie next to him. She laughed as she fell, confident she had him under her control. The stallion stared at her cunt, enraptured by her puffy slit. It was darker than the rest of her fur, her lips delicate and enticing, rivers of mare juices escaping her folds. Twilight gave a tentative lick, eyes fluttering as his tongue tasted her heavenly perfume. Emboldened, he pressed his tongue harder, his tongue traveling all over her slit. Her pussy winked, folds opening, and Twilight had a glimpse of her pink insides, the tip of her clit briefly appearing. Twilight’s breath hitched, withers trembling with anticipation, and he went to work on her delicious cunt.

“Good boy.” Trixie crooned. The unicorn hummed happily, enjoying the big sloppy tongue teasing her delicate slit. She relaxed and closed her eyes, letting the stallion do all the work.

Trixie’s lounged back, and quickly lost track of time. Her hips jerked with jolts of pleasure, the mare humming as she basked in her victory. Twilight had made a mistake transforming into a stallion; they were so easy to toy with, especially when you were in season. After some time, a thought began stir at the back of her mind. She frowned, trying to remember what it was. It concerned Twilight, and her transformation. What was she forgetting…

Something hard bumped against her cheeks, and she opened her eyes reluctantly. She eyed Twilight’s cock, the rock hard shaft bobbing right next to her head. It was enormous, easily the biggest she had ever seen, which was to be expected considering Twilight’s size. The dark purple head was flaring constantly, jerking each time his shaft throbbed, in time with his hurried heartbeat. Trixie hummed happily, examining his horse cock closely. It truly was a fine example of stallionhood: the pulsating veins running all over his length, the way his shaft gradually went from a deep purple head to a lavender sheath, blending with his fur, and the huge balls between his thighs. Everything about it made her insides burn with desire. Unable to resist anymore, she quickly reached for it, licking her lips.

Meanwhile Twilight was slobbering all over her pussy, alternating long licks across the length of her slit, to lapping the hood of her clit like a dog. He yelped in surprise when he felt a soft pair of lips kiss his flare, and he whinnied as a heavy burst of precum burst from his cock. Trixie was prepared, and she swiftly lapped it all up greedily. She even went as far as sucking on his cock hole, trying to get the last few drops. Not to be outdone, he attacked her cunt with new vigor, a new plan on his mind. 

Twilight gave a few long licks, then stopped. Just as Trixie was beginning to squirm, he licked her again, eliciting a shudder from her. He waited a few seconds, then repeated the process. And it seemed to be working, he could see the signs: her slit convulsed, her anus puckered, and the flow of juices increased. She was ready to pop. He breathed deeply one last time, then gave a loooong and insistent lick, parting her folds slightly. His tongue traveled from her clit to her puckered star, finishing with a flourish. The reaction was immediate: her puffy lips swelled, opening like a pink rose, juices squirting everywhere. Trixie moaned loudly as she winked again, her clit bulging out, completely unprotected. Twilight didn’t waste time, and he promptly took her love button into his mouth, sucking on it urgently.

Trixie inhaled sharply, eyes losing focus, and her back arched like a bow. Her whole body seized, frozen as a staggering orgasm rushed through her spine, and her mind went blank. She couldn’t even breathe, try as she might. The way Twilight was sucking on her exposed clit was sending bolts of pleasure directly into her brain, preventing any though or speech. It was almost painful, but in the most pleasurable way imaginable. And just as she was coming down from her high, Twilight began to carefully nibble on her pearl, and all Tartarus broke loose.

Trixie screamed. She screamed louder than she ever had. Her orgasmic screech echoed in the theatre, sending quite a few ponies over the edge with her. Her body spasmed, completely out of control, but Twilight didn’t let up. The stallion grabbed her flailing legs, his teeth gently holding her clit exposed, his tongue attacking the over stimulated knob of flesh. Streams of mare cum splashed on his muzzle, making his loins throb and his balls swell. Then, just as suddenly as it began, Trixie’s wails stopped, and the mare fell limply to the floor.

Twilight finally released her engorged clit, Trixie’s cunt giving one last wink as he let go. The stallion panted hard, regaining his breath. He staggered to his hooves, swaying like a sailor. He didn’t pay any mind to the cheers coming from the audience, his attention focused on the mare at his hooves, passed out cold. Twilight had managed to fight off Trixie’s control, her knowledge about the most feral parts of the equine brain almost impressing the alicorn. But he would have time to congratulate her later. Right now his balls were full to bursting, and he had a very vulnerable mare at his disposition.

The stallion’s eyes roamed over Trixie’s limp form, trying to decide which part of her anatomy he should enjoy first. His gaze lingered on her dribbling cunt, her perky little teats, before settling on her plump and shiny lips. Her mouth was frozen in a very suggestive way, her last orgasmic cry leaving it open, giving the horny stallion a very clear target. Licking his own lips, Twilight sat next to the unicorn, wincing when his overfilled balls were trapped between the ground and his haunches. The stallion lounged on his side, making himself more comfortable. He then grabbed the unconscious mare by the horn, bringing her towards his throbbing cock.

The moment Trixie’s lips brushed against his head, his length throbbed and his flare expanded, getting much too large for her little mouth. Twilight frowned in frustration, and tried to force his way in. Her lips parted, but still resisted his efforts, her muzzle much too narrow for his flared head. Grumbling, Twilight pushed the unicorn away, breathing deeply. He took the time to examine her pretty face, her closed eyes giving her a serene look, even with the precum splattered all over her lips. Trixie was a beautiful mare, and Twilight was going to enjoy her in every way he could.

By the time Twilight was done with his contemplation, his flare had deflated to its usual size: big, but not too big for what he had in mind. Sticking his tongue out, he carefully nudged Trixie’s mouth, holding her maw wide open with his wings and hooves. He took careful aim, breathed hard, then humped between her lovely lips. Twilight hummed happily as his cock plunged into her mouth, her lips forming a seal around his shaft. His flare mushroomed instantly, making her cheeks bulge out, but he could still move around.

Trixie groaned in her sleep, but otherwise didn’t react to the intrusion, her tongue instinctually running over his tip, licking it like a huge lollipop. Twilight gasped as his flare was stimulated, his balls contracting as he humped feebly into her. He could probably reach his own climax just by letting Trixie suck on his cock while it sat in her mouth, but the horny stallion was too impatient, and very curious to know what it felt like to deepthroat a mare. 

Twilight shoved his engorged cock deeper into her mouth, receiving a very satisfying gurgle from the unconscious mare as he reached her throat. Holding her head steady, he humped into her, carefully at first, then more forcefully. Trixie moaned in protest, her jaw stretched to its limit, but she still didn’t wake up when Twilight’s cock slipped past her uvula, throbbing all the way. And that’s when the alicorn snapped, much too excited to be careful.

He growled and shoved the unicorn into his crotch, his flared cock crammed down her throat, almost all the way down. Trixie instantly started to choke on the big piece of meat, her airways compressed by the hardened flare. She instinctually tried to bite down, but her jaw was stretched much too wide to be able to bite very hard. Twilight, for his part, didn’t notice the unconscious mare’s struggles. His mind was solely focused on his own pleasure. He eyed at the mare’s neck, strangely proud to see the clear outline of his flare stretching her coat, all the way down to her collar bone. Entranced, he stared as the bulge traveled upwards as he withdrew his length, Trixie’s throat convulsing in a vain attempt to breathe.

Twilight was panting hard when his flare finally popped back into her mouth, letting the unicorn breathe just as she was about to suffocate. His whole length throbbed as Trixie gurgled noisily, desperately sucking in air through her nose, chocking on saliva and precum. His mind was getting fuzzy with lust, and Twilight shoved her head carelessly back down, all the way to his medial ring. This time he didn’t pause to savor her throat contractions, and immediately started humping in and out of her gullet. The sloppy wet sounds of the brutal facefuck echoed in the silent theatre, the spectators entranced by the scene.

Trixie coughed, beginning to stir, but Twilight was beyond noticing. He just kept fucking her throat with all his might, snorting like a bull, his balls bopping the poor mare on the nose everytime he bottomed out. Suddenly, her throat tightened, crushing the intruding length. Trixie woke up, her vision full of heavy testicles. She screamed in protest, trying to wiggle away, but Twilight just grabbed her flailing forehooves, then shoved his cock one last time.

The tightening of her throat around his flare, the way her screams sent vibrations through his shaft and her struggles where the last straw for the horny stallion. He threw his head back as he felt his balls jerk up, his flare bulging hugely in her spasming throat, feeling his cum rushing through his length. Twilight whinnied in pleasure, and let go.

Trixie for her part was doing her best not to fall unconscious again, but the lack of air was beginning to make her head spin. And with the why Twilight was holding her down as he fucked her muzzle, there was no way to shove him away. Trixie was about to resort to her magic, when she felt his cock throb mightily, and her eyes shot open when his flare got even wider. Before she could react Twilight’s shaft bulged, the underside of his shaft pulsing. She could actually feel the rush of cum with her tongue, she could feel the way his lumps of seed stretched her throat, and she could only gurgle in protest as the surge reached its destination.

Trixie and Twilight both cried out as what felt like gallons of seed spurted directly into her stomach, the spray oh heavy spunk long and powerful. Twilight unloaded in a continuous gush, going cross eyed from the pleasure, not paying attention to the struggling mare under him. Until Trixie managed to bite his cock hard enough to stem the flow of semen, that is. Twilight growled in frustration, then withdrew his shaft in jerky motions. Trixie didn’t let up, the mare chewing on his cock vengefully. As soon as his flare popped out of her throat, Trixie relaxed her jaw and inhaled greedily. 

Twilight sighed in satisfaction and fired the rest of his seed into Trixie’s mouth, the spunk quickly filling it to the brim. Cheeks bulging comically, Trixie managed to push the softening shaft out of her mouth, the sensitive flare scraping on her teeth. She didn’t have time to swallow the load before Twilight spurted a third a final shot, the thick spunk splattering heavily on her muzzle. Trixie closed her eyes as she was covered in spunk, swallowing the lumpy alicorn seed as fast as she could.

Twilight released her front legs, choosing instead to pump his spurting shaft with both hooves, riding out his orgasm to the end. He aimed at Trixie’s muzzle, painting her pretty little face with his seed, staining her fur white. He was spurred on further when he heard her swallowing his spunk; the bulges traveling down her throat were the most sexy thing he had ever seen. Groaning he aimed towards her perky little teats, and while his semen was running out, he still had enough to cover her belly with splashes of sticky seed.

Trixie was fuming. Not only had Twilight managed to break out of her control, but he had dared to use her like she was nothing but a flesh light. Her throat was sore, her jaw was hurting, and her stomach felt full and heavy. And the big lug was still covering her in his disgusting spunk! She could feel the warm gooey stuff seeping into her fur; she was going to reek of spunk for days. Worse, if his seed was virile enough, she could carry Twilight’s scent forever. A small part of her mind noted that his spunk was surprisingly spicy, lacking in the bitterness she usually linked with potency, but his semen was still incredibly fragrant. Any stallion that got close enough would definitely smell it, and would be scared of intruding on the territory of a stronger male. He had just marked her. Which was, of course, unforgivable. This. Meant. WAR.

Panting, Twilight finally exhausted his reserve of spunk, and his cock began to soften. He was grinning stupidly, wondering why he was feeling so proud to cover the mare in his seed. Must have been a stallion thing. He shuddered as his sensitive flare retracted into his sheath, and the lightheaded alicorn stumbled to his hooves. He hummed in appreciation at the sight of the cum glazed mare rolling on her distended belly. She looked too exhausted to continue fight, so he took a step closer, closing his eyes.

“I hope you have learned your lesson, my little pony.” Twilight snorted with humor. “Nopony can best an alico…”

*SMACK!*

Twilight reeled back, completely caught off guard by the powerful buck that struck his muzzle. He blinked back stars, and barely avoided a second hit. He growled, his euphoria completely forgotten, and faced the very angry mare still resisting him. They began to circle each other, drops of lumpy semen falling from the livid unicorn, her cum covered face promising murder.

“Not bad.” Twilight said through gritted teeth. “You almost hurt me there. Who would have thought your little legs were so strong…”

“Years of pulling a heavy wagon.” Trixie snarled, flexing her hind-hooves. “My whole life on my back. That’s something you would never understand, Sparkle.” The unicorn pawed the ground like a bull, snorting angrily. “You will never know what it’s like to have to haul your own weight, to face the challenges of life without a golden net to catch you. You are a pampered little princess that will never…”

“Oh spare me.” Twilight huffed, his wings quivering. “Next you’ll be telling me ‘you don’t know me’ or ‘you don’t know my pain’ or something similar.” He made talking gestures with his wings, imitating her voice.

“I was getting there!” Trixie snapped, a burning blush framing her enraged expression. 

“You are so cliché!” Twilight rolled his eyes, an amused snort escaping his muzzle.

“Clichés are a theatrical staple for a reason!” Trixie stomped closer, her tail wagging urgently.

“They are the equivalent of old disproved scientific theories getting brought back by ignoramus! Like heliocentrism!” 

“What the hay does that even mean!”

“If you paid more attention in school you would know!”

“I didn’t even go to school!”

“Well there’s your problem!”

“Excuuuse me princess?”

“No wonder you are so magically impaired!”

“Fuck you!”

“Language!”

“You just shoved your dick into my throat while I was passed out and now you are worrying about language?!”

They were now nose to nose, shouting at each other, to the great enjoyment of the audience. Most of them had already finished their “business”, a bored looking stallion passing through the ranks with a mop and bucket, and the screaming match was a perfect way to end a great sex show. It was actually kind of hot.  Especially considering Trixie’s wagging tail and Twilight’s quivering wings, betraying their mutual attraction despite the way they glared at each other. While they looked like they wanted nothing more than to bite each other’s faces off, deep down, they were clearly attracted to one another. Though they might kill each other before admitting it.

“…and quite frankly I’m amazed you are not in jail!”

“Trixie cares not for your laws!”

“I am the law!”

“Bitch!”

“Nincompoop!”

“What did you call me?”

“Nincom… AAAH!”

Twilight reared back, dragging Trixie with him. The unicorn didn’t release his nose, only biting harder. She growled like a wolf, before yelping when she was shoved away none too gently. Tears running from his eyes, Twilight rushed his fallen adversary, only to cry out again as he was clocked by a solid buck to the cheek. Trixie snarled and tried to tackle him, but the alicorn was just too strong for her. She was slapped across the face, Twilight’s great lavender wing lashing out before she could react, and the two of them tumbled on the ground, kicking and biting each other.

Trixie was very much aware of the way her groin was burning, her pussy winking furiously as she was thrown around by the bulky stallion. She was getting very tired, but she held on, responding to each hit and each bite with one of her own. She didn’t know if she was more horny than angry, but she did know that Twilight’s scent was making her dizzy. From this close she could smell his sweat, the tangy odor not at all unpleasant, and each time she bit down on his fur she couldn’t stop herself from licking his coat. By the way Twilight’s nostrils were flaring, she was sure the stallion was suffering from the same distractions, her arousal thick in the air as they scuffled.

Suddenly Twilight tripped, his hooves slipping in a gooey puddle, and Trixie seized the opportunity. Gritting her teeth, she headbutted the stallion’s jaw, and pushed him with all her might. They both went down heavily, with Trixie on top. Before he even knew what was happening, Twilight found himself lying on his back, legs in the air, a grinning Trixie straddling his barrel. The exhausted unicorn leaned forward, panting hard, and placed the tip of her horn on his neck, just below his jaw. Her horn was blunt and short, incapable of piercing his coat, but it was the principal that counted: Twilight was immobilized, Trixie had won.

“Got you!” Trixie whizzed, her tail wagging more than ever. The crowd cheered, and for ounce she smiled at the sound. “Trixie wins!”

“I don’t think so.” Twilight grated, jaw clenched. His breath was short, but he still had energy to spare. He tried to push the mare away, but Trixie pressed her horn into his neck, making him freeze automatically. “Stupid instinctual responses…” He mumbled.

“HA!” She grinned wide, her breath ragged, trying not to think about her burning nethers brushing on his stomach, his powerful abdominal muscles quivering against her slit. “Admit you lost, Sparkle!”

“I can’t move my limbs, true.” Twilight said through gritted teeth. He then he smiled, a plan hatching in his mind. “But that doesn’t mean I can’t do anything.”

“Cheater!” Trixie whined, trying to catch her breath. “You said no magic!”

“Don’t worry, I’m not going to use my horn.” He chuckled, his hips jerking. “At least not the one you are thinking about.”

“Then what are you…” Trixie blinked sweat out of her eyes, and froze. Something was poking her behind. Something very hard, and very hot. “… Oh…”

‘“Oh’ indeed.” Twilight said with a grin, his cock growing larger by the second. “Tell me Trixie, are you in heat?” the unicorn stiffened, something that Twilight didn’t miss. “Because from the strength of your olfactory emissions, I would wager you are. Did you forget to take your medicine?” His shaft surged with new vigor at the thought, his flare pushing Trixie’s soft buns aside, pressing itself against her pussy. “Oh dear, it seems my penis is erect again.”

“You don’t scare me.” Trixie said confidently, her horn digging into his neck. “Your little pecker will never get inside, Trixie won’t let it.”

“Is that so?” Twilight gave an experimental hump, his cock perfectly aligned with her cunt, and his flare was immediately showered with a squirt of mare juices. Trixie’s pussy winked a few more times, her folds opening wide, trying to suck his stallionhood inside. “Because your vulva seems to be begging for a good stuffing.”

“... Trixie doesn’t know what you are talking about.” She said stubbornly.

“Then let me spell it out for you.” Twilight’s hips rose, his cock parting her folds, just shy of entering her. “Either you take your cute little horn away or…” his length jerked, veins popping out, and a squirt of precum spurted into her marehood, instantly turning her dripping cunt into a sloppy mess. “I will take care of your heat for you.”

“You wouldn’t dare.” Trixie challenged. Meanwhile her pussy convulsed around his flare, gulping his emission greedily, thirsty for more. 

“It’s not like I have much of a choice.” Twilight shrugged, then winced when Trixie poked his neck harder. He held his hooves in the air innocently, smiling wide. “My body is acting on its own. Male instincts and all, you know how it is.”

“Well I’m not moving.” Trixie huffed, her tail instinctually draped over her back, giving Twilight complete access.  “Admit you lost, and then Trixie will let you go.”

“No.” Twilight’s flare dug into her slit, almost popping inside. “You release me, and we will avoid any unfortunate… consequences.”

“No, you give up.”

“I insist.”

“You first.”

“After you.”

“No you… EEEK!”

Twilight’s eyes went wide, his ears splaying back as Trixie screeched in surprise. Her cunt had just winked just as his hips had jerked, and his cock had slipped past her lips with a gush of mixed juices. If Twilight had enjoyed Trixie’s mouth, it was nothing in comparison to her pussy. Trixie’s cunt was softer than silk, her sloppy walls hugging his cock tightly, dragging him deeper. His breath hitched, mind boggling as her warmth welcomed his shaft, and he humped violently into her without thought.

Trixie was shoved upwards, her horn digging into the alicorns neck painfully, before it slipped off to the sides. Instantly his hooves were around her, but instead of pushing her off, she was roughly shoved down. His cock surged into her, sinking deeper in one smooth thrust, his flare scrapping her needy folds on the way up. She moaned loudly, her burning cunt finally getting some relief, and she didn’t even try to squirm away as Twilight grabbed her sides, or when he began to shove her up and down frantically.

Twilight’s thoughts were completely clouded by lust, the stallion holding his mate between his forelegs, his humping making her jerk around like a ragdoll. In his mind this was the first time he had ever tasted the pleasures of thrusting his stallionhood into a mare’s dripping cunt, and he wanted more. Nickering loudly, he leaned forward, trying to sink his meat deeper into his mare. One particularly strong shove later, and his flare bumped roughly against something hard, deep into Trixie’s pussy, and the mare screamed like a banshee.

The pain of having her delicate cervix battered had cleared Trixie’s mind, and even if she found the dull ache almost as pleasurable as the rest of his continuous humping, she still had to make him pay for it. She cocked back her hoof, aimed for his jaw, and let it fly. Her powerful uppercut sent his head flying back, his forelegs releasing her as he fell back. She tried to ignore the way his flare expanded as he was hit, a jet of warm precum spraying her insides. Trixie shoved herself away, his girth slipping out of her with a messy wet sound. She rolled off his barrel, eyes darting between his enraged eyes, and his spasming cock.

“You are going to regret that.” Twilight rumbled, a fire burning in his eyes.

“Come and get me then.” Trixie spat, sounding much more confident than she actually felt. Her legs were trembling, her insides burning with need, and to top it all off she was positively exhausted. She knew she was going to lose this battle, but her pride wouldn’t let her give up. Even if it meant getting fucked silly by the fuming alicorn. Her eyes were drawn to his enormous cock once again. Actually, that didn’t sound that bad…

Noticing she was distracted, Twilight lunged towards her, spreading his wings. One mighty flap later and he was on top of her, sending her sprawling. Incredibly, she rolled with the blow and was on her hooves in the blink of an eye, panting hard. Twilight shook his head, then rushed her again. Once more she was knocked down, and once again she stood back up, sporting a look of insolent defiance. Trixie smirked smugly, her tail whipping back and forth. Twilight’s gaze followed her tail, his mouth watering. This mare would not go down unless he seriously injured her, and he didn’t want that. He noticed a few drips of arousal leaking between her hind legs, and made up his mind. There was only one way to truly dominate her, and at the moment, the risks seemed much less important than winning this contest.

“What’s *huf* the *huf*  matter?” Trixie panted, internally wincing from a painful bruise on one of her hooves. “Tired *huf huf* already?”

She squared her hooves as the alicorn lunged, ready to be thrown again, and just as Twilight was about to bulldoze through her she closed her eyes. But the blow never came. Instead, she felt a great gust of wind, the flapping of a pair of wings throwing her mane back. Surprised, she opened her eyes, but Twilight was nowhere in sight. Her ears twitched when she heard a sound behind her, but she was too tired to react in time. The alicorn mounted her aggressively, his forelegs grasping her sides forcefully.

Whinnying madly Trixie tried to escape his grasp, but old instincts took control of the alicorn. He quickly bit down on her mane, pulling her head back with a rough tug. Unable to move, she was forced to stare at the shadows overhead, her breath coming in quick shallow pants. The stallion heaved his great bulk over her slender frame, making her legs buckle under his weight. Twilight released her mane only to bite down on her scruff, making sure she was going nowhere. His great big cock jerked under him, hitting her thighs as he adjusted his hips. Trixie hiccupped when his flare found her slit, the alicorn instantly humping into her urgently, trying to push her pussy-lips aside. 

Gritting her teeth, Trixie resisted for as long as she could. But she was distracted by the weight of the strong stallion on her back. The powerful forelegs holding her, the frustrated snorts blowing hot streams of air into her neck and above all the knowledge that this was Twilight on top of her… it was all too much. Unable to fight her desires anymore, Trixie’s pussy quivered, her tight folds loosening. Trixie whimpered under him, knowing full well what was about to happen, then she finally allowed herself to wink.

Instantly she was filled, Twilight’s enormous pole careening into her, stopping just short of her womb. Trixie inhaled sharply and she held her breath, her head swaying as Twilight squirmed on top of her, his teeth still holding her scruff tightly. He shuffled closer, the small mare under him completely overshadowed, arching his back to press his cock deeper. The stallion snorted in frustration as his flare bumped against her depths, his medial ring sitting right at her entrance. He was just too big, she could not take him completely. The realization infuriated the horny alicorn, his desire to hilt overpowering. Growling he bit her harder, planted his hind hooves and the ground, and heaved. 

The first thrust was clumsy, rocking Trixie to the side. The stallion growled, trying to hold her steady as he realigned his hips, and he humped into her again. This time his aim was true, and he bottomed into her smoothly. He huffed, grabbed his mare more tightly, and he thrust into her again, putting a little more strength into it. His cock rushed into her, bumping painfully against her cervix, and still he tried to cram more of himself into her. His medial ring brushed against her stretched slit, teasing her engorged clit, but once more Twilight could not hilt into his mate properly. But he had all the time in the world to remedy that.

Twilight withdrew his cock slowly, enjoying the way her folds hugged his flare, trying to hold him back. He hummed into Trixie’s neck, her mane tickling his nostrils, her scent omnipresent. His length traveled towards her entrance for what felt like hours, and Trixie managed to exhale while he did so, only to freeze again when his flare was pressed against her clit. Twilight smirked, loving the feeling of her winks massaging his sensitive head, and he waited. He felt Trixie start to shake, he could feel her heartbeat going wild under his teeth, and he finally decided to give her what she wanted. 

Without warning he thrust into her as hard as her could, and he had to hold her steady as she was jolted by the impact. His cock crashed into her depths, pain and pleasure mixing together for the both of them, and he was satisfied to feel his medial ring sink into her slightly. Trixie for her part inhaled sharply, her whole body shuddering as her cervix was battered, and she held her breath as she felt him pressing his flare against her deepest barrier. A few jolts of pleasure from her clit made her see stars, Twilight’s girth stretching her to her limits. Satisfied that she would not try to run, Twilight released her neck, a twinge of feral pleasure running down his length as he saw the bite mark on pretty coat. The beast inside him cheered, and demanded more: his hips drew back swiftly, Trixie exhaling as he did so, but this time he didn’t wait until he almost withdrew. He had lost patience. It was time to truly break his mare in.

Trixie nearly chocked when he thrust back in, only half way to her entrance. She didn’t have time to inhale when he bottomed out, the stallion withdrawing just as quickly. And then he really got started. Twilight started to violently pound his mate, his hips moving in a blur. His frenzied thrusts rocked Trixie to the core, the mare gasping for air as she adjusted to his wild rhythm. Everytime he hammered into her he would sink a little deeper, her walls flexing to accommodate the assault. Soon his medial ring completely sank into her, a large bulge appearing high on her belly. The stallion snorted in satisfaction, and, impossibly, began to fuck her even harder.

The audience was awestruck as they watched the big alicorn jack-hammering into the petite mare, a few members pointing to the visible bulge his flare created as it was crammed into her depths. The sight sent a ripple of excitement through their ranks. The stallion holding the mop realized what was happening, and he tried to scramble away. But he was too slow to avoid being grabbed by a few mares and stallions, hungry for more. Stallions pounced indiscriminately on the first pony they could get their hooves onto, mounting them in however way they could. A few mares and stallions tried to flee, but they were inexorably dragged back into the fray, their cries of protest quickly muffled as they were stuffed with tongues and cocks.  The theatre devolved into pure chaos, while on stage the performance was drawing to a close.

Twilight was still pounding mercilessly into his mare, but his thrusts were now frantic, uncoordinated. His balls rumbled ominously, his heavy orbs smacking into Trixie’s thighs with every hump, and the alicorn realized he was nearing the point of no return. His hammering faltered, some semblance of sanity returning to him. If he kept going, he would inevitably spill his seed into Trixie, and he would most certainly knock her up, if her heated scent was any indication. He stilled his hips, his cock hitting her cervix a few more times, before he stopped completely. Breathing hard, he held himself hilted, his flare pressed against her womb’s entrance. His instincts were screaming at him to keep going, to sow his seed into her womb, to claim this mare and make her bear his foals. But the rational part of his mind crushed his feral inclinations.

“So, are you done?” Trixie panted, glad he had stopped. She was right on the edge of another orgasm, and she didn’t want to pass out again. She wiggled her hips, trying to dislodge him.

“Stop stop stop! Stop you fool!” Twilight hissed, eyes going wide. His head flared hugely, stretching her wide, and his whole length jerked. They both held their breath, waiting for the deluge of sperm to begin, but they exhaled as his flare deflated. “Oh Celestia, that was close…” 

“Too close.” Trixie grumbled. She looked back, giving the stallion a death stare. “Do it inside and Trixie will have you gelded.”

“Charming. Are you forgetting I’m actually female, you stupid filly?” Twilight tried to squirm back, but as soon as he moved his cock flared again, and he had to stop. “Well ponyfeathers, I guess we’ll just have to wait it out.”

“Great, just perfect.” Trixie grumbled, wincing as his flare throbbed inside her. Stupid sexy Twilight, fucking her silly and almost cumming inside her. Something about that thought bothered her, but she couldn’t pin point what it was. Had she forgotten something important? Wait, why were the two of them here again? She grunted, the pressure in her stretched pussy becoming uncomfortable, his flare growing even larger. “Hey Sparkle, you aren’t coming, are you?”

“N… No I…” Twilight shuddered, his length seeming to grow larger. “Something’s happening to my penis…”

“What? Are you turning back into a mare?” Trixie asked hopefully, a little unnerved by the way his flare was bumping against her cervix.

“No, that would require me to concentrate and…” He inhaled sharply, a spike of pleasure running up his cock. “My glands are burning up, I can’t…” The two of them felt his cock jerk, and his eyes widened. “Oh no…”

“You’re cumming!” Trixie cried, feeling his cock expand and jerk inside her. “Quick, get it out!”

“Don’t you dare give me orders...” Twilight mumbled through his teeth. He shoved his hips back, withdrawing his length… And he dragged Trixie along as he did so.

“Oow! What the hay?” Trixie winced. She looked back at the panicked stallion. “What are you doing!”

“I’m trying to get it out!” Twilight snapped, shuffling back. Once again, Trixie was pulled along, his cock staying resolutely hilted. “We’re stuck!”

“What do you mean stuck?” Trixie shook her hips, but they still didn’t come apart. She tried to squirm away, but the stallion came with her. 

“Stop! Something… something’s happening to my flare, it’s so sensitive…”

“Eeek!” Trixie jumped, startled. His flare was moving inside her. “What in Luna’s name…” Her eyes widened, and she cried out in pleasure as her cervix was forcefully pried open, Twilight’s cock pressing itself against the opening.

“Trixie… Oh my… Trixie what’s happening?” Twilight whimpered, something stirring in his belly. “What did you do to me!”

“This feeling…” Trixie mumbled, numb with pleasure. She moaned as the three tentacles that had been Twilight’s flare held her womb wide open. “I know this feeling… It’s just like…” Her eyes shot open, and she whipped her head back, glaring at the confused stallion on top of her.

“Trixie, what…”

“YOU DUMB DIRTY CHANGELING!” she screeched, enraged.

“Changeling? I told you, I’m not…”

“GAAAH I can’t believe I fell for it!” Trixie stomped her hooves, furious at herself. “Getting lost in a fantasy… dirty changelings… not anything like the real Sparkle… Heat… RAAAH!”

Twilight, for his part, was past paying attention. He gasped as something inside him pulsed, the sensation slowly migrating from his stomach to his groin, stopping right at the base of his shaft. His whole body jolted in surprise as something began to travel down his cock, his length immediately pulsing to push the foreign object towards its destination. He closed his eyes as another followed, then another, and another, until he lost count.

Trixie grinded her teeth, shuddering as Twilight’s cock undulated, and she had to bite her lips not to cry out in ecstasy as the first egg pushed her slit wide open. She could feel it travel deeper into her, then the next one bulged against her clit, and she gave up all pretenses. She moaned loudly, her whole body shuddering. The stream of eggs stretched her pussy wide open, the lumps in his shaft pushing against her walls as they slowly but surely made their way deeper into her. The steady undulating motion sent Trixie into another orgasm, the mare riding the waves of pleasure reluctantly, until she just threw her metaphorical arms in the air, and decided to just indulge herself.

Twilight was instinctually humping into his mate, even if his cock was lodged as deep as it could get. The strange objects continued to enter his shaft, emerging from somewhere in his belly, and they sluggishly neared his transformed flare. Suddenly a pair of soft lips locked onto his, and he responded without hesitation. He sent his tongue into Trixie’s mouth, tasting her sweet saliva, and the salty residual taste of his own seed. Her smaller tongue wrestled with him, trying to push him back, but his was larger and stronger. Trixie moaned as the alicorn proved his superiority once again, her tail wrapping around his powerful hind-legs submissively. Twilight whinnied into her mouth, his hips jerking one last time, the first object about to reach his flare.

Trixie groaned as her cervix was stretched even more, the lump pushing through. She closed her eyes, readying herself. Then the first egg plopped into her womb, and her already pleasure impaired mind exploded with bliss. She positively screamed into Twilight’s muzzle, the small changeling egg a focal point of ecstasy as it settled into her womb, sending jolts of pleasure through her spine. And when the next one pushed her sensitive cervix open, everything went white.

Twilight released his mate’s muzzle as she yelled again, her blissful smile and crossed eyes giving her a silly look. The stallion snorted and hugged her close, his muscular legs squeezing the smaller mare. He grunted each time he humped into her, his cock still pouring those strange rounded objects into her, and they still kept coming. He didn’t know what he was filling her with, but he still felt very proud when her womb started to expand against his segmented flare. He moved one of his forehooves to caress her underside, and he nickered in satisfaction when he felt her belly starting to bulge. And he still wasn’t done.

The big stallion jerked his hips one last time, willing his essence into his mate, the stream of eggs never ending. Twilight pressed his withers into the smaller mare's plump behind with the power of desperation, hilted all the way to his sheath. Trixie gave a mewl of protest as her back hooves were lifted off the ground, her weight supported by his length alone. Her hind-legs dangled limply under her, while her haunches were slowly pushed apart by the swelling in her belly. Before long she was positively huge, her distended stomach bloated with a veritable army of future changelings. The egg sack inside the fake Twilight worked fervently to produce more as they were crammed into the her, and the once slender showmare became larger and larger, bursting as the seams .

An eternity later, or at least what felt like one, and the last egg was crammed into the overstuffed Trixie. Her womb had been filled to the brim with changeling youngs, and this time there was no way for her to hide it: her belly was plump and round, giving her the aspect of an 8 mouth pregnant mare. She finally came down from her incredible high as Twilight’s flare started to close, her poor cervix loose from the repeated stretching. Twilight relaxed her hips, finally allowing her back to the ground. Her legs trembled as she was lowered, unaccustomed to the load she now had to bear.

Trixie bit her lips as she felt the weight in her womb, the feeling of fullness giving her a strange sense of satisfaction. In contrast to the uncomfortable way her ass had been stuffed, this was much more pleasurable. She could actually feel the eggs nestling against her walls, their malleable shells hugging her womb, it almost felt… right. She was still furious, of course, but she couldn’t bring herself to hate the little bundles of joys she had been gifted with. Her rage was reserved for another.

Twilight quivered in pleasure as the sensitive tip of his cock regained its original form. He had no idea what had just happened, but he knew what the rumbling in his balls meant. His newly sealed flare bulged obscenely, and his length spasmed. His pupils shrank in realization: he was about to blow for real this time. He didn't know what were the small orbs he had stuffed into Trixie (maybe something to do with alicorn physiology?). But he knew her fertile womb would be swelling with his potent seed in the next few seconds if he didn't pull out. And he had no intention of finding out how many foals Trixie could bear at once, considering the incredible flexibility of her uterus. Reacting fast he threw himself back, his flared head scrapping Trixie’s sensitive walls as it went. She cried out in protest, and he stopped just as he was about to pop out of her, surprised by her words.


“Wait!” Trixie barked imperiously. Her mind was quickly going over Loneling’s explanation on changeling reproduction, particularly the part about egg nourishment. "Don’t pull out!"

“Uh?” Twilight was sweating, his hips shaking. “What are you…”

“Shush! Trixie is thinking!” She snapped impatiently. Loneling had said that to become viable, changeling broods needed to be covered in seminal fluids, or they wouldn't grow. The fate of the eggs resting in her womb depended on her decision. Her eyes darted back and forth, conflicted, until she exhaled in frustration. “Keep it inside.”

“But, I’m… I’m about to…”

“Trixie knows that, you featherbrain!” She huffed impatiently. She wiggled her hips back, trying to push his dick deeper. “You have to do it inside, they need it.”

“They?” Twilight was very much confused, and he did his best to shuffle back, keeping Trixie away. “Who…”

“The eggs!” Trixie replied hotly. “Just cum inside me or they’ll waste away.”

“Eggs?” Twilight winced, feeling his balls contracting painfully, his seed packed tight, impatient to be released. “You mean your ovums? You actually want me to inseminate you?”

“No you dumb oaf, your spunk doesn’t have any sper….” Trixie clapped her jaw shut, then shot the fake Twilight a calculating look. She then smirked, and her expression changed smoothly. “Actually, yes.” She smiled sultrily, fluttering her lidded eyes. “Trixie does want that.”

“You’re mad…” Twilight mumbled, his hips quivering. “Think about this, if I cum inside…”

“Your thick virile seed will surely fertilize me.” Trixie bit her lips, humming sensually. She shoved her hips back, and this time Twilight didn’t squirm away. "Don't you want Trixie to become your Great and Powerful broodmare?"

“Tri… Trixie, we can’t!” Twilight stammered, his flanks quivering with need. “I’m.. I’m not ready to be a mom…”

“Of course you are.” Trixie purred, rubbing her generous rear against the stallion’s belly. “Just think about our foals, running around your castle, they’ll be beautiful!”

“Oh Celestia…” His eyes went wide, imagination going wild, but then he shook his head, focusing once again. “Celestia! She’ll be disappointed in me if I…”

“If she’s jealous then you can knock her up too!” Trixie snarked, loosing patience. “Now shut up and fuck me!” She pushed the stallion back, and he instinctually grabbed her. He jerked his hips, powerful thighs slapping on her ample buttocks, and his cock sank properly into her. “About time you idio*Unf!”

She had her breath knocked out of her as Twilight went wild once again. He pounded into her with such fervor that Trixie almost lost her balance, her hooves scrambling to push back against the onslaught. His balls, filled to the brim with spunk, were bouncing on her swollen belly, sending pleasurable vibrations directly into her womb through her coat. She grinned in satisfaction as she felt his flare harden, his length throbbing constantly, and she started to count his mighty thrusts. 

One, two, three - she could feel his tip becoming obscenely huge - four, five - her front hooves slipped on a particularly violent hump, but she managed to regain her footing before the next one came - six seven - she heard him whinny, and she carefully wrapped her tail around his balls, satisfied to feel them spasming - eight - her clit quivered as the underside of his cock bulged suddenly – nine - she felt his seed rush through her length, the lumps on his pole stretching her cunt – ten - Twilight hilted one last time, his flare squished against her loosened cervix, the curved head poked through aaaand…

A heavy spurt of thick alicorn semen sprayed directly into Trixie’s womb, basting the changeling eggs with copious amounts of nutritive fluids. Twilight’s release was long and powerful, his eyes going cross eyed as he filled his mate with seed, the feral part of his mind savagely satisfied by his new conquest. His length quivered as he delivered his payload, the stallion only thinking about putting a foal in her belly. At the moment it didn’t matter that this was a mare he detested, she was still going to bear his progeny. He would make sure of it. His seed tapered out after a few blissful instants, and he withdrew his hips. Trixie exhaled, the well being of her eggs assured, and she relaxed her sore limbs. 

She was almost thrown into the ground when Twilight hammered into her once more, a new gush of spunk bathing her overstuffed womb. She cried out in surprised, jerking away, and she squealed in pain when the crazed stallion bit her neck once more, holding her steady. Her sloppy cunt rippled around his spasming shaft, milking him urgently. And Twilight was happy to oblige: his balls worked fervently, his semen gushing into his mate. Trixie panted heavily, wincing when the teeth holding her scruff released her. The stallion gasped for air as his cock stopped pumping into her, and he slowly drew his hips back. This time Trixie wasn’t fooled, and she planted her hooves as best she could.

Twilight pounded into her once more, his third release noticeably less abundant, his seed spurting lazily into her filled cavern. Trixie was positively stuffed, her womb sloshing with eggs and spunk. When the alicorn withdrew his softening flare a couple of eggs fell from her gaping womb, along a veritable river of spunk. Acting on an unknown instinct Twilight hilted his flagging cock once more, having to shove his hips against her rump to push his softened tip into her depths. His semi erect shaft jerked as something new shot through it, something much thicker than his normal seed.

Trixie jumped slightly when the abused walls of her womb were sprayed with a strange jelly-like spurt, and she actually eeped in surprise when the gooey liquid began to harden, sealing the eggs and spunk deep inside her. It felt weird, but if it helped the eggs stay safe inside, so be it. Twilight’s cock finally went limp, his length slipping from her abused slit smoothly. His soft flare gave her engorged clit one last flick before flopping out, a squirt of mixed fluids showering the stage. His dick hung between their thighs, leaking like a broken faucet.

Trixie and Twilight stood still, both of them slowly regaining their breaths. That stallion was slumped on top of his mate, seemingly falling asleep. She had to support his great bulk, but at least he wasn’t trying to punch a hole into her poor muffin anymore. Trixie blew a strand of her sweaty mane out of her eyes, a blasé look on her flushed face. Stallion blows his load then falls asleep? Typical They were both startled by a strident moan, a mare crying out in ecstasy in the audience.

“At least they enjoyed the performance.” Trixie deadpanned, eyeing the writhing shadows with a frown.

“Wait, what was that?” Twilight’s head whipped around, his tone and expression completely changed. His ears swiveled towards the many sexual sounds surrounding them, eyes wide. “Where are we? What’s happening?”

“Oh, finally waking up, are we?” Trixie shoved the stallion back, and Twilight clumsily dismounted the smaller mare. The alicorn inhaled sharply as she saw her backside, strings of thick semen leaking from her swollen slit, and she shot a horrified look at her groin. Her gaze ping-ponged from her dripping cock to her sloppy cunt, and she quickly did the math. 

“Oh Celestia, what have I done!” Twilight pranced in place, doing a cute dance of panic, his limp cock wiggling comically. He stared at Trixie’s rounded belly, her coat stretched taunt. “Oh no no no no…”

“Hmm, interesting.” Trixie rubbed her chin, watching the alicorn kicking his hooves like a filly surrounded by spiders. “Seems that now that you have completed the act, you’re actually acting like the real Twilight...”

“What?!” Twilight’s wings flapped agitatedly. “Act? What do you mean? What happened to me!”

“Okay Sparkle, I need you to calm down.” Trixie said soothingly. “I’m going to explain everything, but first I need you to cancel your spell.”

“What spell?!” Twilight wailed. He squeaked cutely when Trixie flipped his nose. She pointed at his groin, and the alicorn blushed deeply. “Oh, right.” His horn began to shine bright red. “Wait, when did I do that again?”

“No matter, just transform back.” Trixie has to blink as the stallion flashed crimson, but she still had time to see the layer of green fire under the fake alicorn magic.

“Wow, that was weird.” Twilight murmured. The mare sat on her rump, holding her head with a hoof. She was still just a little taller than Trixie, but she was definitely more slender than the road hardened unicorn. 

“You have no idea.” Trixie smirked. “Now close your eyes.”

“What?” Twilight eyed the unicorn warily. “Why would I do that?”

“Because Trixie has to get all your baby batter out of her, and she doesn’t want you to look.” Trixie snapped.

“Oh…” Twilight winced. Her ears dropped sadly, and she closed her eyes obediently. “I’m sorry…”

“No you aren’t.” Trixie whispered under her breath. She ignited her horn, illuminating the ongoing orgy around them. “Not yet.” She looked between the writhing mass of pony flesh, her ears perked as she searched for a particular sound.

“I really don’t know what came over me…” Twilight scuffed her hooves shamefully, eyes still closed shut. “I have been known to lose my mind sometimes, but never like this…”

“Yes, yes, just don’t look.” Trixie rolled her eyes, then her ears quivered. She whipped her head around, listening carefully, and she grinned. She could hear a faint buzzing sound amongst the moans, coming from above. Jackpot she silently cheered, and directed her cyan light towards the rafters. 

There, perched on a beam, sat a lovely pegasus mare. She was slender, but had curves in all the right places. She sported a pair of dainty wings that were obviously cared for, not one feather misaligned. Her pink mane fell across half of her pretty face, muted squeaks escaping her full lips. Her eyes were closed tight, not a hint of mascara of other make-up on her beautiful features. She had the body of a supermodel, crossed with the looks of an angel, far above the inferno of depravity down under. Trixie started drooling as she gazed at her, she could almost taste the innocence radiating from the mare. Not even the way she was stuffing her dripping cunt with various sex toys could ruin her aura of virginal purity. The streams of her arousal running down her thighs dripped from her hooves into the chaos below, her canary fur matted with sweat.

“Hmmm, If you don’t mind me asking…” 

Twilight’s words snapped Trixie out of her daze, the unicorn blinking rapidly. Grumbling, Trixie tore her eyes away from the heavenly apparition, taking the time to grab what she needed. The pegasus was much too preoccupied to notice its absence, and disappeared back into the darkness as Trixie turned back to Twilight, prize in hoof.

“It’s just that…” Twilight gulped, her tail wagging. “Why are you cleansing yourself of my ejaculation?” She bit her lips, shuffling. “My memory is a very hazy, but if I seem to recall that you… you wanted me to impregnate you?” She suddenly shook her hooves in front of her face, blushing madly. “Not that I actually want you to bear my foals, no, not at all!” She squeaked, and then held her burning cheeks. “I mean, I’m not saying you are not beautiful or anything… You actually possess every quality one could look for in a mate but…”

“Oh just stop running your cute little mouth already.” Trixie huffed, coming closer. “Now don’t move, I’m going to put a *snirk* magical artifact on your horn.” She barely suppressed a snort. “It will help you remember everything.”

“Okay…” Twilight squirmed as Trixie messed with her horn. The unicorn pressed something small and round to her horn, then strapped it tightly in place. An amulet perhaps? Maybe she shouldn’t be trusting her so mu… Wait. “Did… did you say I was cute?”

“… Slip of the tongue.” Trixie grumbled. She made sure her little surprise was secured firmly, strapping it as tightly as she could. She tugged at it, but it stayed firmly attached. Satisfied, she smiled wickedly. “Now, I need you to take a few steps back.”

“… why?”

“Don’t worry your pretty little head.” Trixie said warmly, nuzzling Twilight’s cheeks. The alicorn blushed crimson, and did what she asked. “Yes, over there. Juuust a little more. Aaand perfect.”

“Hmm, Trixie?” Twilight ears were perked back, twitching in alert. “Why does it sound like there are hundreds of ponies rutting right behind me?”

“Because there are.” Trixie said, gently lifting Twilight’s chin. “And you’re about to join them, my stupid little Loneling.”

“Wait whaAAAA!” Twilight screamed in surprise as something started to vibrate on her horn, disturbing her magical flow. Her eyes flew open, and she stared at Trixie’s backside. The mare had her hind hooves cocked, muscles taunt, aiming at her chest. Twilight screeched in panic as Trixie bucked her into the air, sending her flying into the darkness. She fell into the spectator pit, and before she could flap her wings to get out, she was pinned down. Dozens of hooves grabbed her every limbs, dragging her deeper into the shadows.

“Have fun with him!” Trixie shouted, a vengeful grin plastered on her muzzle. She dug around her cape, snorted, and threw a bunch of ketchup packages into the mass of ponies swarming the poor alicorn. “Here you go, enjoy your meal.” Trixie turned away, swaying slightly because of her rounded belly. Whistling a merry tune, she collected her fallen hat and trotted towards the curtains, completely ignoring Twilight’s cries for help. Although she did chuckle when the alicorn was suddenly gagged, her gurgles echoing around the theatre. The whole audience rippled, everypony converging on the sounds. Trixie smirked, looking back one last time. “Trixie. Wins.” She declared, and then she disappeared into the curtains, leaving Twilight/Loneling to his fate.



*******************



The projection went blank, silence falling in the interrogation room. Loneling looked around, noting the horrified expressions on both of his pony companions. He could smell their arousal, but he guessed pointing out that Twilight was leaking all over her chair would not be very well received. Not to mention Vigilance’s erection, his length bumping on the underside of the table quite insistently. Loneling was baffled that a mare in such a state of arousal would not ask for the services of an available stallion, but ponies were just weird like that. He focused on Twilight, her eyes wide and disbelieving.

“If that makes it any better,” he began, making them both jump in surprise “I’m fairly certain Trixie would never have done this to the real you.”

“But… She… I…” Twilight mumbled, her thoughts a complete jumble. “How could… In front of so many ponies… She said I was cute?”

“Well, I did tell you she was as obsessed with you, didn’t I?” Loneling nodded. He then tapped his chin. “Although I don’t know if she mostly loves you or hates you… with Trixie those two emotions are quite difficult to tell apart.”

“I noticed.” Twilight mumbled, her head spinning. She held her cup between two shaking hooves, taking a tentative sip. “I… I think I need a break.”

“It’s *cof* It’s almost six in the afternoon.” Vigilance cleared his throat, shuffling his seat closer to the table. “I think we should stop for today.” He winced as something bumped the table noisily. “We… we don’t want to exhaust our guest.”

“Yes… YES! Good idea.” Twilight perked up. She jumped off her seat, promptly pushing it under the table. She trotted hurriedly to the door. “Sergeant, please bring Loneling to his quarters and make sure he’s guarded.” She reached the door, hesitated, then added. “And send a notice to all police stations: locate Trixie, and tell me as soon as you have found her.” She slipped through the door, and closed it behind her. After a few instants she poked her head in, blushing brightly. “Just to make sure she’s okay.” She closed the door, then opened it almost immediately. “And to corroborate Loneling’s story, yes that’s it. Well, have a good night!” She then scampered off, the clip clop of her hooves rapidly growing distant.

Loneling and Vigilance stared at each other, an awkward aura spreading around the interrogation room. The changeling looked down when the table was bumped once again, and he sighed heavily.

“Alright, alright, I understand.” Loneling said reluctantly. “I don’t really enjoy doing it with males, but I do owe you an apology.”

“Uh?” Vigilance was startled from his perverted thoughts, and he covered his face as Loneling was consumed by green fire. “Hey! What are you going?” He glared at the changeling, and his mouth fell open. There, right in front of his nose, was the alicorn of his dreams, looking like she was posing for a cover of Playhoof. The lavender mare was longing on the table sensually, one hoof draped across her sexy flanks.

“Hi there.” Twilight said sultrily… with Sweet Mercy’s voice. The mix was surprisingly effective on him, to Vigilance’s great horror, and his heartbeat went wild. She wiggled her eyebrows, licking her lips. “Want some help with that?” She said, pointing to his hidden stallionhood, his tip pressed under her. She extended her hoof, caressing his chest, purring as she did so. “Such a strong stallion…”

“GAH!” Vigilance jumped back, revealing his cock at full mast. 

“Oooh you want to play first?” Fake-Twilight-with-Mercy’s-voice cooed, hopping from the table. “Okay, I’m game.” She spread her wings ominously, smiling like a wolf. “Don’t worry, I won’t bite. Much” She licked her lips, wagged her tail, and pounced.

The police station echoed with Vigilance’s screams, the poor stallion begging for help at the top of his voice. Somewhere in the building the Chief looked up from his newspaper, his ears perking up. He quickly put down his paper, and started to rise from his chair. Then he heard Sweet Mercy laughing like a maniac, the sound sending chills down his spine. He hesitated, then stopped. A courageous stallion he might be, but he had no intention of coming between the crazy mare and her new favorite chew toy. Not after last time. He shuddered, remembering that particular day. At least Sweet Mercy wasn’t allowed to carry a police baton anymore. Gulping, he sat gingerly on his behind, bringing the newspaper back up.

“Sorry boy, but you’re on your own.” He grumbled, mustache bristling. He winced when he heard a triumphant cheer, accompanied by a filly-like scream. “And may Celestia have mercy on your soul.” He added, clenching his butt-cheeks together impulsively.
	
	
> 04: Glorious first taste
> --------------------------------------------------------------------------

	
The sun was rising over Ponyville, the first inhabitants just starting to set up their shops and business, most of them still groggy in these early hours. Sweet Mercy watched the town awaken from above, the pegasus gliding lazily between the clouds, her hazel mane flowing in the soft breeze. She yawned hugely, putting a blue hoof in front of her mouth, least she swallow a bug or two. She was about to begin her descent towards the police station when a glimpse of lavender caught her attention. Focusing on the distant spot she saw princess Twilight fly towards the other side of town, apparently headed for the Everfree forest. Curious, Sweet Mercy veered off in a tight turn and followed the alicorn, quickly gaining on her.

“Hey!” Mercy shouted when she was close enough. “Princess! Wait up!”

Twilight looked over her shoulder and her expression soured when she saw the pegasus approach. She audibly grumbled but slowed down nonetheless, allowing the police mare to catch up. She was still looking like she had just bitten into a lemon when Mercy sided with her, the pegasus gulping when she noticed her expression. Sweet Mercy coughed to break the tension, but that only earned her an annoyed flick of purple tail.

“Sooo… hi.” Mercy smiled awkwardly.

“Hello.” Twilight replied curtly, still looking ahead. “I see you have been released from the hospital.”

“Yeah, I just had a couple of bruises and the obvious…” She winced. “… internal trauma.” 

“Nothing serious I hope?” Twilight’s voice softened a little, concerned despite her dislike for the police mare.

“Nah, I’m good.” She chuckled. “Doctor had a nasty surprise when he healed my insides though. Poor sod was looking inside me with a speculum to heal my uterus, shrinking it down to normal size.” Mercy laughed out loud. “I guess I still had a lot of spunk in my baby maker and he was right in the blast zone!”

Mercy’s laughter died in her throat when Twilight shot her a withering glare, the alicorn not at all amused to be reminded of the events from the previous day. They flew together in an uneasy silence for a couple of minutes, then Mercy tried to break the ice again.

“So, where are we headed Ma’am?” She tried to sound as reverential as possible. “Anything to do with the investigation?”

“I am going to follow up on a lead.” Twilight replied drily. “You are to report to your superior officer for your disciplinary sanctions.” She narrowed her eyes. “Since you are most likely off the case I can’t permit you to accompany me.”

“Oh, that.” Mercy waved her hoof dismissively. “The Chief gave the medics a note when they carted me off, I’m getting a reprimand and a compulsory attendance at a seminar on ‘sexual misconduct in the work place’.” She snorted. “He has a stack of those little notes already written in his office, it’s faster than giving me a verbal lashing everytime.”

“I can’t believe this!” Twilight groused indignantly. “How are you still a police pony with such an appalling grasp on ethics!”

“Extenuating medical history and a good union.” Mercy smirked despite herself. “He wouldn’t want to make me feel discriminated for my crippling disability, now would he?”

Twilight growled softly, trying to ignore the cocky pegasus at her side. Mercy eyed the younger mare with amusement, then looked ahead, spotting their destination.

“Fluttershy’s cottage?” Mercy tilted her head curiously. “What does she have to do with Loneling?”

“That’s what I’m trying to find out.” Twilight grumbled. “It was kind of dark, so I can’t be positive, but I think I saw her yesterday.” Mercy shot her a confused look. “In his memories.” She clarified.

“His memories?” Mercy quirked an eyebrow. “I’m pretty sure reading a prisoner’s mind during an interrogation is strictly forbidden.”

“Not reading, watching.” Twilight clarified with a huff. “I used a spell of my making to let him display his memories, he had total control over what he showed us.”

“That still sounds kinda close to mind reading.” 

“Oh, so now you are a stickler for the rules?” Twilight nagged.

“If you are messing with my stallion’s head, then yes.” Mercy answered, a hint of warning in her tone. She then snorted with humor. “But if you want to mess with his other head though, you can go right in.” She bumped her hips with Twilight’s, making the alicorn wobble in the air. “I mean I wouldn’t blame you, he’s the best lay I ever had.” She flicked her tail, letting it brush against Twilight’s rump, making her shiver. “If you can let me watch it would be grea…”

“Lieutenant.” Twilight cut in coldly. “Stop that.”

Sweet Mercy smiled lecherously, opened her mouth to spout some more obscene jokes, then she jerked back. She shook her head vigorously, clearing her mind of all the dirty thoughts, her expression sobering instantly. She grumbled a few words that might have been an apology and gave Twilight some space, a soft blush coloring her cheeks. The alicorn gave her a calculating gaze, then sighed.

“And here I thought you were making it all up.” She said begrudgingly. “But you really are mentally ill, aren’t you?”

“You can say ‘completely crazy’, I don’t mind.” Mercy chuckled. “But yeah, I can’t really control myself sometimes.” 

“I’m really sorry…”

“Don’t be.” Mercy interrupted with a smile. “Been a while since I came to terms with it, it’s who I am.” She then licked her lips, her flanks quivering. “And I just found myself a stallion capable of satisfying my needs.” She shuddered with glee. “So kind… so attentive… so biiiig!”

“Hmm…” Twilight gulped, distancing herself a little more. “That’s nice?”

“Oh yeeeeah…” Mercy murmured dreamily. “He really is. I don’t even know if I can be satisfied by a normal stallion after the way he pounded me into the ground.” She hummed lustily. “Not to mention the way he rammed his knot into me or the gallons of spunk he pumped inside my…”

“Oh look at that, we’re here!” Twilight rushed to interrupt. “We’ll continue this conversation never.”

The two of them landed in front of Fluttershy’s lawn, critters scurrying everywhere to hide from the intruders. Twilight trotted hurriedly towards the door while Sweet Mercy followed with a goofy grin on her muzzle. The alicorn knocked, her ears perking up when a little squeak sounded from inside. She didn’t have to wait long before the door cracked open, a teary azure eye peering at her carefully.

“Twilight?” Fluttershy pulled the door open, her soft voice carrying obvious nervousness. “What are you doing here so early?” She shrunk back with a wince and rushed to add, “Not that I don’t like having you visit me!” 

“Sorry to bother you Fluttershy, but I need to ask you some things.” Twilight put on a reassuring smile. “It’s important.”

“Hmmm, okay…” She stepped aside, waving her friend inside with her wing, Twilight stepping in after wiping her hooves. Fluttershy then eeped when she saw Sweet Mercy approaching, shrinking back like a mouse caught in a corner by a cat. “M…Mercy?”

“Hi Flutters.” The smirking pegasus nodded. “It’s been a while! How is my little duckling doing?” She chuckled when Fluttershy whimpered, blushing madly.

“You two know each other?” Twilight raised an eyebrow, looking from her friend to the police mare.

“Oh, just a little bit.“ Mercy nuzzled the shy pegasus as she passed the door, Fluttershy blushing crimson, although she didn’t jerk away from the contact. “Aaaw, are you embarrassed because your friend is here?” Fluttershy squeaked in protest, hiding behind her mane. “You’re such a cutie pie!” 

“Is she bothering you Fluttershy?” Twilight gave the police mare a warning glance. “If you want I can make her leave.”

“No no, it’s okay.” Fluttershy whispered. She hesitated, then gave Mercy a quick nuzzle in response, a bashful smile appearing on her lips. “I was just… surprised.”

Twilight stared at the two of them, her eyebrows rising into her mane. Her eyes ping-ponged between the two mares sharing a moment, the gears in her mind turning at full speed. Mercy saw her horrified expression and snorted with humor, her wings opening to give Fluttershy a gentle hug.

“It’s not what you are thinking.” Mercy said with a chuckle, giving the blushing pegasus a squeeze. “Flutters is practically family. She’s my little baby girl, aren’t you?”

“Not a baby anymore…” Fluttershy mumbled, fidgeting in the feathery embrace. She saw Twilight’s confusion and elaborated. “Remember my cutie mark story, when I fell down from Cloudsdale?” She nodded to the older mare. “Mercy found me stranded down there.”

“I was just a young sergeant at the time.” Mercy reminisced with a wide smile, looking at the ceiling. “Went to investigate the rainbow explosion, then found this little cutie getting chummy with a bunch of wild animals.” She shook her head at the memory. “Had to carry her back to Cloudsdale, got to know her folks and became good friends with them.” She released Fluttershy and looked around the cluttered home. “Then she came to live in Ponyville of all places, next to the Everfree no less, so her mother asked me to transfer here to watch over her. Poor little baby leaving the nest so soon, good thing aunty Mercy was here to help you!”

“Not a baby…” Fluttershy repeated, her soft voice mingled with exasperation. “I didn’t need help…”

“Really?” Mercy smirked. “Remember your first Nightmare Night here?” She laughed out loud as Fluttershy disappeared behind her mane. The police mare shot Twilight an amused glance, chortling. “I slept with the poor filly shivering in my bed, had to cancel a couple of dates that night.” She then turned to Fluttershy, patting her head. “Poor baby was afraid of the mummies and ghouls.” She cooed. She then tilted her head, her wings prodding Fluttershy’s belly. “Hey, did you gain weight? Is my little duckling getting fat?” She said teasingly.

Twilight watched with a baffled expression as the two pegasi squabbled affectionately, not knowing what to make of this. On one hoof it was clear Mercy and Fluttershy shared a history together, but on the other she couldn’t forget the first impression she had gotten from the police mare, putting her in the precarious position of disliking somepony a friend held dear. She tried to think back on all the friendship lessons to see if she had a solution for this kind of conundrum, but the closest thing she could bring up was Gilda. Or Cadance during the wedding… She shivered as Chrysalis’ fanged face flashed in her mind and she remembered why they were here. She cleared her throat, catching the attention of the two mares.

“Sorry to interrupt, but we came here for something important.” Twilight said with a grave expression. “I need to ask you some things Fluttershy.” 



******************* 



After everything was over, Trixie and her assistant left the… hmmm… theatre. Yes Mercy, the place you told me about. Yes, they gave me a discount when I told them your name. No, I won’t tell you what happened in there. Because it’s too embarrassing… What do you mean you already know, Twilight? What? You saw?! The whole thing?! *Squeak*! 

No… No, I’m the one who sould be sorry… It’s just that I was curious and I was frustrated and I couldn’t sleep anymore and I needed to… unwind. I almost didn’t went in, but then I saw the poster for the next show and decided to give it a try. It said that Trixie would be… performing, I wanted to see what she was up to. Then… *whimper* I got lost in the moment. Yes, I brought your… toys, they are in the bag. Of course I washed them! Though I think I lost one of your… *eep*… vibrators. I’m really sorry Mercy…

I agree Twilight, this really is awkward… Are you sure you want me to continue? 

Okay… 

Anyway after the show was over I kind of followed them. I was curious about Trixie’s changeling: the posters said he was tamed but changelings are not animals, they can’t be tamed. I was scared she was keeping him prisoner, especially with the way she kept whipping him after they got back into the caravan. I watched through the window, Trixie left one of the curtains slightly open. No, I didn’t go to the police. Why? Well, because he was… enjoying it. Very much so. Please stop laughing Mercy, this isn’t funny… No I didn’t play with myself while watching them! I didn’t! I swear! … I don’t think I can do this anymore… Wait, no! Don’t tell mom about this! I’ll keep going, just don’t tell her!

After they were… done, Trixie kicked Loneling out, yelling a lot of bad words at him. What’s weird is that he didn’t even flinch, even when she threw a frying pan at his head. He just dodged and looked at her with a confused expression. He even levitated the pan back to Trixie before she slammed the door shut. When he asked her why she was mad, she just yelled at him to go away. And he did. I saw her watching through a window as he trotted away, she looked kind of sad. I think she saw me too, hiding on a roof, but I ducked before I could be sure. When I looked back the curtain was closed, so I followed the changeling.

Ponies kept staring at him, a lot of them pointing and whispering to one another. It was kind of rude actually, but he didn’t even seem to notice. He just kept sniffing the air, his ears perked, tail twitching, just like a predator looking for prey. No, no, don’t worry Twilight, he wasn’t hunting ponies. Well actually he was, but not like you are thinking. From what I understand he was looking for… partners. I know you really dislike changelings after what happened at your brother’s wedding, but trust me, this one isn’t dangerous. After some wandering he perked up, then hurried towards a bar, one that I recognized. Yes, it was one of the other places you told me about Mercy. Yes, the one with the… holes. Yes… I followed him inside… I was worried about him, okay?

The bouncer was really nice to me, he told me where Trixie’s assistant had gone with a big smile. He even gave me a hoof-stamp to let me drink for free. He stamped me several times just to be sure, my flanks were covered once he was done. Uh? Yes, he put the stamps on my rear, he told me that he didn’t want to mess my face with ink. He was such a gentlestallion! Hmm? Why do you want to know what he looked like Mercy? Why do you look angry? I don’t remember, I was a little nervous to be there to be honest.

In any case, I was allowed to go in… But I almost wish I wasn’t. I really hate clubs. The music was loud, there were ponies dancing all around and it was dark, lights blinking in and out. I went to the back of the room as fast as I could, but I was still accosted by a dozen stallions on the way over. I don’t think they heard me over the noise, but when I pointed to where I was going they all smirked and nodded. I saw a few of them following, so I went a little faster. The door to the back room had another bouncer, a mare with a clipboard. She looked me over with a quirked eyebrow, then she shot the stallions following me a quick glance.

“Hey there.” She had a raspy voice, deep and gravely. “You here for some fun?” She kept a neutral expression, eyeing me carefully.

“Hmmm… Yes?” I gave her my best smile, but I think it came out as nervous.

“First timer uh?” She harrumphed, scanning her note pad. “I’ll set you up with one of the regulars then, he’ll teach you the ropes.”

“Hmm, actually…” I flinched back when her eyes flicked back to me, she looked a little annoyed, I think. “Sorry, but I was wondering if you saw a changeling come through here?”

“You want the ‘ling?” She was surprised, then shrugged. “Alright, I thought I would have a hard time finding a match for him, but I guess there are tastes for everything.” She looked over my shoulder. “Do you want to sign up for a few turns? I think you have some admirers.”

“Uh?” I looked back, then shivered when I saw a dozen stallions watching me with eager eyes, all of them listening in. “No, thank you…” I whimpered. The groan of disappointment from the crowd made me flinch, but at least they stopped ogling me. Most of them did, anyway.

“Alright then, one round with the pet changeling it is.” The bouncer noted something in her clipboard. “Booth number six, left side.” She pushed the door open, ushering me inside. “If you have an issue there is a button on the wall, if you need any help press it and I’ll come to sort things out. Have fun.” She then closed the door behind me, leaving me alone.

The room I was in was dimly lit, the walls lined with posters for… adult shows all over the city. There were three doors, one behind me and two at my sides. The wall in front of me had a big poster with a bunch of warnings. I gave it a quick glance, gulping when I read the line saying the establishment is not responsible for possible pregnancies, followed by some legal lines about liability. It had Princess Luna’s seal at the bottom, proving its authenticity. Yes, I’m sure it was real Twilight. You can ask Mercy about Luna’s acceptance for this kind of establishment if you want, she knows a lot more about that than me. 

The two doors at my sides had signs over them. The one on my left had an arrow pointing away from a circle, with the word “out” under it, while the other had an arrow pointing towards a circle with the word “in”. I followed the bouncer’s advice and went to the left, then I found myself in a long corridor turning right. The walls were white and bare, doors lining up the right side all the way to the end where a sign reading “exit” was glowing. Every door had a number, a little light perched above, most of them glowing red. At that moment I heard some commotion in the entrance room, somepony was coming in. Scared, I rushed to door number six, a green light shinning above it. I quickly opened it and jumped inside, the door made a strange clicking sound when I closed it and locked the bolt.

This room was cramped and dim, a weak light shining from above. I could smell a lingering scent of detergent, with a musky undertone that made me gulp. I saw the red button the mare had told me about, but my attention was focused on the hole opposite the door. It wasn’t very large, you could maybe fit your hoof in it, but I could see a glimpse of a similar room on the other side. I crept closer to it, bending my neck down to look into it. I almost fell over when somepony spoke from the other side.

“Greetings pony of Equestria, I am Loneling, Trixie’s former changeling companion and I come in peace. As the unofficial ambassador for my hive, allow me to present you the best we have to offer.”

I tried to see him through the hole, my nose almost pressed against the wall, but I could barely see his dark carapace in the gloom. I heard him grunt, his hooves hitting the wall as he reared up and I heard a strange sound, like a snake slithering out of a wet pipe. I think I saw something move and I barely had the time to flinch away before I was blindsided by something big and hard. I reeled back, holding my bruised nose, squeaking in surprise. When I looked back at the hole to see what had hit me, I think I almost fainted.

I had never seen a real stallionhood from this close before, and certainly not one like this. When I thought back to all the… hmmm… magazines I read and the few times I had caught a stallion out of his sheath, I couldn’t help but gawk at the strange changeling organ. It had the same general form as a pony, with a blunt head with a rounded tip and a long shaft emerging from a wider medial ring, but that’s where the similarities ended. For one, it was big. On par with the most endowed stallions in your “plus size stallions” magazines, Mercy. It was also off-white, with a hint of green hue, the surface glossy and see-through. It was kind of scary actually, throbbing and bobbing in the air just in front of me. I inhaled sharply when I saw a few drops of liquid leaking from his tip, a strange smell making my head swim.

“Hello?” Loneling knocked on the wall, sounding confused. “If you wish I can change my appearance to match your preferences.” He began to withdraw his length. “But if you dislike changelings too much…” 

“No!” I rushed to say, afraid to seem insensitive. “Don’t go, I just wanted to talk to you!”

“Oh.” He paused, his shaft bobbing up and down, then he pushed it into the hole once more. “Is ‘talk’ another pony code-word for mating? Like ‘coffee’ or ‘indoor sport’?”

“N…No… Or at least I don’t think so.” I eyed his jerking length fearfully, shuffling closer to his wall while keeping it as far as possible. “I just wanted to make sure you weren’t being mistreated by Trixie.” I bit my lips, watching it throb just next to me. “I know she can be a big meany so I was afraid for you…”

“Oh, that is really kind of you.” Loneling sounded pleasantly surprised. His thingy seemed to agree, a few more drops of liquid oozing from his tip. I shuffled my hooves back from the spreading puddle, my breath becoming short as a musky scent began to saturate the small room. “But you should not worry, I am perfectly fine. To tell you the truth Trixie has decided that it is best if we part ways, she seems to think I am a danger for her health.” My body was beginning to burn with a strange need, my head swimming just like when Rainbow Dash made me drink that cup of hard cider. I felt my private area heating up, the same frustration I had taken care of with the theatre returning in full force. “I really don’t see how I can be a danger to anypony.”

At this point I wasn’t really listening, my eyes following each bob of his length, hypnotized. I think he asked me something, but I could only focus on his leaking tip, my tongue starting to dart out on its own. Up until that point I had always been afraid to be intimate with stallions, I thought they could hurt me since they are so much stronger, but with him stuck behind that wall… I was totally in control. The more I breathed in his scent the more confident I became, forgetting about my worries and fears. It felt… nice. I don’t know when I started to drool, but I had to wipe my mouth with a hoof after a while. And that’s when things got a little wild.

You see, I hadn’t noticed that the puddle of sticky goo had reached my hooves, so when I wiped my muzzle with it… I smeared his fluids all over my face. My nose was instantly filled with his musk, some of it even leaking inside my mouth. It was so strong and tasty… I had to have more. Before I even knew what I was doing I found myself a breath away from his tip, my tongue just shy of licking some of his leaking nectar. I stopped myself just in time, his thingy almost brushing against my nose, one of my hooves straying between my thighs. I just breathed in his scent like a dog in season while I played with myself, my lady parts soaked with my own naughty juices. I couldn’t believe how horny I felt, my privates were winking like never before around my hoof, begging to be stuffed. But I had left the toys in my saddlebags on the rooftop, so the only thing I had were my hooves… and his stallionhood.

But his thing was so big, so alien, I was still too scared to touch it. So I just rubbed myself like a filly in heat, my hoof digging into my folds, inhaling his musk drunkenly. He must have felt my breath on his tip, because he started to back away, his shaft disappearing through the hole. I whined in protest and leaned forward, following the leaking organ, panting needily. I opened my mouth to beg him to stay, but I didn’t need to. I heard him grunt again and his shaft rushed forward, surprising me. I just had the time to jerk back before his tip brushed against my lips, a squirt of warm goo spurting from it. I leaned back, going cross eyed as I watched the gooey strand linking my muzzle to his quivering tip and I couldn’t stop myself from licking my lips. The strand broke, flicking speckles of musky fluid everywhere, but I was too busy savoring his masculine taste to care.

Once again he started to withdraw but this time I waited for him to thrust back in, holding my muzzle just out of reach. When he humped into the wall again his spurt was more powerful, his sticky secretion splashing on my face, some of it landing on my mane. I heard him groan, as if he was in pain, his length throbbing with need. I realized I was being mean by teasing the poor stallion, my breath making his flare expand when I exhaled, so I decided to be kind to him. Trembling in fear and excitement, I leaned forward carefully, panting more and more. I closed my eyes and stuck my tongue out, my hoof digging into my folds as I prepared myself. 

When I gave the first lick I felt his tip quiver and expand, his breath hitching in pleasure. The second one was more confident, running around the edges of his flare, felling the weird segmentation on it. Then I got bolder and ran my tongue from the bottom of his glans to the top of his flare, going over his leaking hole and collecting a healthy dose of his nectar. The musky flavor invaded my mouth, the scent making my head swim while my hoof rubbed on my filly parts faster and faster. I began to lick his tip like a big round lollipop, dollops of gooey liquid constantly flowing into my mouth. I could feel his smooth flare pulsing under my ministrations, his groans and moans making it clear I was doing a good job. I felt strangely proud actually…

After some time I could not keep up with his production, his stallion arousal trickling down his length, strands of it dripping from my chin. It was a mess. I felt bad for the pony that would have to clean everything up, not to mention letting all of this yummy goodness going to waste, so I decided to change tactics. I locked my lips around his leaking opening, giving his flare a kiss, then started to suck. He obviously enjoyed my new method because he started to hump into my muzzle, every thrust bringing a new load of musky goodness. I hummed in appreciation as I suckled on his tip, one of my hooves grinding between my thighs while I grabbed with length with the other, trying to keep it steady.

Before long I was gulping down a surprising amount of pre-ejaculation, I had to bob my head along with his trusting shaft to avoid spilling any of it. Little by little my mouth was starting to open around his curved tip, his production leaking into my mouth constantly, my lips brushing against the edges of his flare. He began to give shallow humps, his length retreating progressively through the hole, making me follow after him without thought. I didn’t realize I was coming closer to the wall until my nose bumped against the wall, his tip leaving my lips with a noisy *Mwah*. 

I whined in displeasure as his precious honey spilled on the floor but he quickly shoved his shaft back in and I returned to my suckling. From this position he could hump into my muzzle more forcefully, his tip starting to pry my jaws open as it slowly began to sink between my lips. I liked the idea of him using my mouth like a sex toy, so I didn’t back off, even when my jaw began to ache. Then, after a particularly rough thrust, his flared head suddenly popped into my mouth fully. My eyes widened as I heard him grunt in pleasure and I didn’t have the time to escape before he pushed his length deep into my mouth. Not that I wanted to escape really…

I placed my hoof against the wall to steady myself, the other fervently working on my cunny, letting him thrust into my mouth with wild abandon. My tongue ran all over his shaft and flare as it went in and out, his tip sinking deeper and deeper. I had to swallow regularly as his tip continued to leak like a broken faucet, my senses completely focused on the intruder in my mouth and it musky flavor. I could see his length going in and out of the hole, I could feel his smooth shaft gliding between my lips, I could hear the obscene slurping noises I was making, I could smell his scent permeating the small room and above all I could taste his virile musk completely invading my mouth. 

After some time his thrusts were pushing him closer and closer to my throat and I had to lean back to keep him from hitting my uvula. His squirts were spurting directly into my gullet, his flare scraping on my palate, my tongue trying in vain to keep him from going any deeper. He was snorting like a bull on the other side, I could hear his hips bumping against the wall, unable to thrust any deeper. I could feel his frustration at his inability to hilt inside my mouth, his tip just shy of sinking into my throat. Once again I felt bad for him and I decided to try something I had seen during Trixie’s show. Taking a deep breath I relaxed my jaw, bent my neck… and thrust my head forward just as he humped into my mouth.

I immediately started to choke, his tip ramming down my throat without mercy. To be honest it kinda hurt and I couldn’t breathe at all, but he must have heard me gurgling because he immediately withdrew completely. I fell back down, coughing and hacking, spraying drool and precum all over myself. I heard him ask something, but I was couldn’t make it out as I was heaving for air, trying to breathe through the mess in my throat. He said something else, a hint of worry in his tone, then I finally managed to take a deep breath. As I laid there panting he babbled something about teleporting in and helping me, but I could only answer one thing.

“More.” I rasped, my voice rough and coarse, but full of confidence. “I want more.” I had completely lost myself to my lust.

He hesitated for just a second, then he shoved his big fat cock back inside. I almost threw myself at it, gobbling it up without a second thought, not minding the slurping sounds at all. In a matter of moments he was thrusting into my mouth once more, but he didn’t have to. I was bobbing my head back and forth, working up the courage to take him back into my throat. I sucked on his meat pole desperately, my hooves digging into my soaked pussy, playing with my clit, sending shivers up my spine. My slutty cunt was burning up with need, my folds quivering as I ground my pussy on the puddle of precum he had left, the fire barely quenched when I pushed his juices inside. I heard him moan out loud as I sucked more forcefully. I wanted to hear him moan again. I needed to know I could satisfy him. I took a deep breath, then bobbed my head forcefully.

This time I was ready for it. When his huge cock was shoved down my throat I swallowed around it, pushing it deeper, massaging it as it plunged into my gullet. I squealed in satisfaction as my nose bumped against the wall, meaning I had managed to take everything he had to give, my slit squirting a heavy spray of mare juices all over my hooves. I gagged around his girth but I managed to keep him hilted for a few more seconds, then I threw my head back. His tip travelled all the way back to my mouth, time seeming to stretch as I watched his length reappear from between my lips, the sound of his cock slipping out of my throat resonating around the room. As soon as his flare popped out of my throat I took a deep breath, gurgling on drool and precum, then I quickly shoved his cock back in. I could hear his breath becoming ragged, his shaft jerking constantly, his release coming closer. I had never felt as satisfied before in my life, then when my hooves brushed against my clit my mind when blank.

I cried out in pleasure as I was blindsided by an incredibly powerful orgasm, my legs locking up around my rubbing hooves, a gurgling cry escaping around his cock, his girth still lodged deep into my throat. My desperate pussy convulsed, spraying marecum everywhere, my whole body quivering in bliss. Loneling must have been too impatient to wait for me because he started to thrust into my throat, his pants resonating through the wall. I just let him deepthroat me as he pleased, too lost in pleasure to react, my orgasm coming in waves of mind-numbing bliss. He was always mindful to let me breathe, but otherwise he took me like a wild animal, his cock plunging inside my mouth pussy without restraints, stretching my throat as it expanded. I realized he was about to blow, the thought of having him spill his seed into my slutty throat making my orgasm soar even higher.

His thrusts became erratic, I could feel his flare stretching my throat as his shaft throbbed between my lips. He just needed one last push. I took a deep breath, filling my lungs as much as I could, then swallowed his huge cock all the way down to the hilt. I heard his breath hitch, his hips humped into the wall one last time, his tip sinking deeper. I had to suppress a gag reflex when his whole shaft swelled even larger, my jaws beginning to become sore from the stretching. Then I felt it. His cock spasmed, the smooth surface of his delicious meat undulating as a huge quantity of something rushed past my lips, the surge dashing into my throat without even slowing down. His flare was painfully hard, I could feel it bulging under my coat, his tip quivering as the onslaught of cum neared its destination. 

He made a strange guttural sound as his thick spunk blasted into my stomach, while I could only gurgle in ecstasy as his warmth spread through my tummy. My only regret was that I could not taste it, so I began to lean back. He hissed in protest, just like an angry cat, but I didn’t stop. I was in control. His spurting length kept on filling my throat with his cum as I made it withdraw, my throat convulsing around it as I swallowed compulsively. He started to hump into the wall, clearly distraught as he couldn’t sink his meat fully, but I quickly grabbed his jerking cock with both my front hooves, immobilizing it. 

Soon enough his flare scrapped past my uvula and I could finally have a taste of his ejaculation. And he wasn’t selfish with his release, not at all. He grunted when my tongue began to caress his sensitive flare and he was instantly firing more of his yummy baby batter, right into my mouth. At first I tried to swallow it all, but I was enjoying his taste so much that I started to let him fill my cheeks up with his cum. It tasted unlike anything I had ever tried, not at all bitter like I had read it tasted. It was musky and spicy, giving me craving for hot cocoa with cinnamon. My mouth was quickly filled past the breaking point, but his cock didn’t stop firing his thick changeling paste, so to avoid drowning in spunk I had to jerk back and let his cock out.

Cum exploded everywhere, the messy stuff dribbling out of my mouth and covering my chest as I tried to breathe through my nose while swallowing as much as I could. I squeaked in surprise when he shot a long strand of spunk all over my face, the thick splooge mating my fur, heavy and viscous, just like hot syrup. If my mane was messy before, with the speckles of precum everywhere, it was nothing compared to the way his spunk completely seeped into my hair, spreading his scent everywhere.

I fell back, lying on the ground in a dazed stupor as my hooves started rubbing my dribbling pussy once more. Above me his cock spurted more and more, the sticky strands of seed falling all over me, covering me with his love. It was like one of my Neighponese animes... I felt some of his spunk leak between my folds, my cunt spasming to bring his baby batter deeper into me. 

The thought of having his changeling babies entered my mind, making me pause just long enough for a couple of sticky ropes to land on my belly. His warmth, his scent, his love, everything made me want more. Gulping down the last mouthfuls of his spunk I spread my thighs and let his seed splash all over my nethers, my hooves desperately trying to push most of it inside me. 

“More…” I gurgled weakly, writhing on the ground. “Give me more…” 

By that point I was positively covered in changeling cum, my pussy burning as his hot splooge seeped between my folds. I heard him exhale contently and he fired one last powerful rope of gelatinous seed, his essence landing heavily on my belly. I whined in protest when his cock began to flag, my hooves scrambling to push his cum into my thirsty cunt.

“No!” I cried out. “Don’t stop!” I was rubbing my clit like crazy, on the verge of cumming again. “Please, give me more! Fill me up completely.” I felt it build in my nethers, my legs beginning to tremble. “Put your foals inside me! Make me your broodmare and breed me!” I pressed my hoof into my winking slit, my back arching as my orgasm rushed up my spine. “Please take me and use me as your sex sleeve until I’m full of your changeling spunk…”



******************* 



Twilight cleared her throat noisily, clearly disturbed by her friend’s tale, squirming on her chair. The two other mares sharing a couch turned to look at her in surprise, Fluttershy startled, Mercy annoyed. The shy pegasus froze, her lewd expression quickly dissolving into mortal embarrassment, a terminal blush instantly burning on her cheeks. Tears began to well in her eyes and she suddenly dove behind the couch with a squeak, whimpering apologies as she disappeared from sight.

“Oh, come on!” Sweet Mercy groaned, throwing her hooves in the air in frustration. “Did you have to interrupt just when it was getting good?”

“Yes.” Twilight deadpanned, her face scrunched up in disgust. 

“Spoilsport.” Mercy huffed, then leaned over the couch. “Hey Flutters, you okay?” A low whimper answered her, muffled by a pair of wings. “Yes, you did get a little fired up towards the end, but that’s okay! Though I think you need to cut back on your Neighponese cartoons a bit.” Another mouse-like squeak. “No, of course I don’t think any less of you.” Mercy shot the alicorn a quick glance, narrowing her eyes just a bit. “And neither does Twilight.” The police mare nodded her head, her wings fluffing urgently towards the princess.

Twilight watched the mare fidget at her, Mercy getting more and more agitated as she gestured from her to the couch. Suddenly understanding, Twilight rushed to add her piece. “Of course I don’t!” She said with conviction. “You have nothing to be ashamed of, you where just under the influence of his pheromones.”

“Yeah, pheromones, those are killers.” Mercy chuckled, leaning over the couch to give Fluttershy a gentle pat on the head. “Do you want me to make you a nice cup of chocolate with cinnamon?” Fluttershy mumbled something. “Okay, just come out when you are ready.” Sweet Mercy sat back down, smiling tenderly. She noticed Twilight giving her a suspicious stare, brows furrowed. “What?”

“Oh, nothing.” Twilight jerked back, schooling her features. “It’s just that I thought you would be more…” She twirled her hoof around, trying to find the best words. “… excited by her story.”

“Are you kidding me?” The police mare made a face. “This is my little baby Flutters we are talking about. I won’t get turned on by my little duckling.”

“You seemed to be intent on listening to more of it…”

“Well of course!” Mercy’s voice trembled, her eyes misting over unexpectedly. “My little baby having her first rump, through a glory hole no less?” A sob escaped her lips, tears running down her cheeks. “Getting covered in spunk by a total stranger as she begs for more?”

“Hmm, are you okay?” Twilight said carefully, disturbed by Mercy’s mood swing.

“Yes!” She choked out through her sobs. “It’s just that…” She wiped her nose noisily. “I’m just so…” She hiccuped, then cried out, “I’m just so proud of her!” Mercy began to weep in happiness, hiding her face behind her hooves.

“Oh for pony-sake…” Twilight groaned, watching the older mare devolve into a puddle of mush. “Just what is wrong with you?”

“A lot!” Mercy wailed, then got back to crying like a mother at her children’s graduation ceremony.

Twilight closed her eyes and rubbed her temple, trying to fight off a migraine. Her ears perked up as she heard rustling from behind the sofa and she smiled when she noticed Fluttershy emerging from her hiding spot. The shy pegasus gently patted Mercy on the shoulder, then squealed in surprise as the strong police mare took hold of her and gave her a tear filled hug, cooing congratulations. Fluttershy gave Twilight a contrite look, still blushing madly.

“Sorry…” Fluttershy mumbled, looking down. “I don’t know what came over me… I was so vulgar…”

“Don’t worry, I’m just happy you’re okay.” Twilight gave her friend a reassuring smile. “And your story was very… helpful. It helps us confirm a lot of things I was having doubts on.”

“Really?” Fluttershy grinned bashfully, despite being soaked in Mercy’s tears. “I’m glad I could be useful…”

“At least nothing too bad happened to you.” Twilight exhaled, relieved. “You have no idea how bad it could have been if you had had actual intercourse with him…”

“Hmm…” Fluttershy fidgeted, interrupting her friend. “Actually…”

“No…” Twilight’s eyes widened, horrified. “Please Celestia don’t tell me you two…”

“… Yes.” Fluttershy squeaked. 

“Wha... How… Guh?”

“I think I passed out after… I… peaked, so he brought me to a safe place.” Fluttershy hid behind her mane. “Trixie’s caravan…”

“So you and him…”

“And Trixie…” Fluttershy added in a whisper.

“MY SWEET LITTLE BABY WAS IN A THREESOME!” Mercy cried out, hugging Fluttershy even tighter. 

“I… I can’t…” Twilight’s mind was swimming with unwelcome images, her wings beginning to unfold despite herself. She shook her head rigorously, trying to push Trixie’s smirking face away from her thoughts. “Please tell me you didn’t let him deposit his eggs inside you!”

Fluttershy squealed and instinctually crossed her hooves over her belly, but not before Twilight could take a more careful look at it, seeing the innocuous bulge under her coat that she had mistaken for a slight belly pudge. Twilight inhaled sharply, her horn sparking in outrage, while Mercy wrestled with Fluttershy’s hooves to get a good feel of her stomach. The police mare barked a strange half laugh half sob, rubbing the slightly distended coat.

“My little baby got knocked up!” Mercy blurted, ecstatic. “Now we’ll truly be family!”

“Uh?” Fluttershy mumbled, confused.

“Loneling is my special somepony!”

“… what?”

“And since I’m your unofficial auntie it means he’s your uncle!”

“… I lost my virginity to my uncle…”

“And got pregnant too! I’m so happy, I can’t wait to tell your mom and dad about this… Hey, are you okay… FLUTTERSHY! My sweet baby girl calm down! Breathe, breathe, don’t panic! Everything’s okay, don’t faint please! Mercy’s here! Gaaah, why does this always happen when I visit?!”
	
> 05: Riding the bull
> --------------------------------------------------------------------------

	
Fluttershy stirred from her slumber, slowly coming to. She blinked owlishly as she tried to remember what had happened to her, her mind a little jumbled at the moment. She was lying in a soft bed, a low ceiling above her, the wood old and cracked. She frowned in confusion, wondering where she was, a soft whimper of apprehension escaping her lips. She almost jumped out of her coat when somepony spoke from nearby.

“Oh, finally awake?”

She froze in fear, the voice terribly familiar. Trembling, she slowly sat up and eyed her surroundings, quickly recognizing the interior of the caravan. Her eyes darted around the room, lingering on the door and the windows, taking mental note of every possible exit. Then her gaze fell on the azure unicorn watching her intently and all thoughts of running away evaporated from her mind. Trixie was smiling softly at her, her kind expression at odds with her appearance. The unicorn was wearing a shiny black leather outfit, made of a corset, thigh-high boots and a scandalous gather belt. The ensemble made her curvy hips even more enticing, bringing focus to her plump rear end…



******************* 



“Okay, we should stop.” Twilight gulped, averting her eyes from the frozen image of Trixie in her dominatrix outfit. “I don’t think I can do this…”

“Princess, I love ya, but your interruptions are really getting old.” Mercy frowned, her wings twitching in annoyance against the sofa. “We both agreed we wanted to know what happened between my baby girl and those two perverts and since she isn’t talking…” Mercy gestured to the pile of blankets next to her, a muffled squeak escaping from the fluffy fortress. “This is the best solution.” She pointed to the magical screen with a wing, the golden aura framing the window into Fluttershy’s mind shimmering. “If she wants to stop she will, isn’t that right my little duckling?” She patted the top of the blanket pile, receiving an affirmative squeak.

“It’s just that using this kind of magic on a friend seems… wrong.” Twilight shuddered, stealing a glance towards Trixie’s alluring frame. She gulped heavily and looked away. “I’m not sure it’s ethical.”

“Oh?” Mercy quirked an eyebrow. “And doing it on my Loneling was fine?”

“… Point taken.” Twilight inclined her head, then sighed in defeat. “Go on Fluttershy, continue if you want.”

“And don’t leave out any juicy details!” Mercy chuckled, turning towards the screen once more.



******************* 



Fluttershy blushed crimson as she realized what kind of outfit this was, Mercy’s magazine having been very instructive on all things sexual. And the BDSM issues had been very… titillating for the shy pegasus. Trixie watched her reaction attentively, apparently very pleased with her being so flustered. She was wielding a riding crop in her magic, her leather clad frame resting on a strange pillow... No… That wasn’t a pillow… Fluttershy inhaled sharply as she realized that the unicorn was lounging on a bound and gagged Loneling, the poor changeling squirming in distress. Trixie noticed where she was looking and chuckled, giving his rump a sharp tap with her whip.

“Oh don’t worry about him, Trixie is just punishing him for being a bad pet.” She stretched on his carapaced back, groaning as she accommodated her bulging belly. Trixie was huge, she looked like a mare not a mouth away from giving birth, but that only made her more appealing in Fluttershy’s eyes. “Trixie told him she didn’t want to see him again and what does he do?” She brought her riding crop down onto his flanks, the sharp sound making Fluttershy wince. “He comes right back to my door like a lost puppy, asking for my help.” She smiled sweetly as Loneling grumbled around his ballgag, his horn sparkling uselessly. “At least he had the decency to bring Trixie a nice present, even if it was a little dirty.” 

“Hmm…” Fluttershy rubbed her hooves on the covers, sitting on her haunches timidly. “Can you stop hitting him, please?” She winced when Trixie narrowed her eyes at her, the shy pegasus shrinking back instantly. “You’re hurting him…” She whispered.

“Of course I am, he deserves it.” Trixie huffed imperiously, whacking him once more. “Do you have any idea how hard it was to get his disgusting gunk off your lovely coat? The smell was unbearable before Trixie scrubbed you off, now it is merely annoying.” She sniffed the air, scrunching up her muzzle. “His stink will scare off other males for some time, I’m afraid.” She tsked, resting her back hooves over his head. “Such a pretty little thing, marked by this ugly beast. How awful.” She levitated her riding crop over her head, intent on delivering a stinging blow.

“Wait, don’t!” Fluttershy rushed to say, waving her hooves around. “I don’t mind, honest!”

“Really?” Trixie tilted her head, giving her a calculating look. “What about all the stallions you’ll miss-out on? Such a beautiful mare as yourself, you must have so many suitors chasing you all the time.”

“Actually, if it scares stallions away I won’t complain.” Fluttershy mumbled, looking away. “I’m kind of scared of them…”

“Oh?” Trixie’s smile turned predatory, but when Fluttershy’s eyes flicked back to her she was back to her amiable grin. “What a shame… If Trixie can be so bold to ask, was this your first time fooling around with a male?” Her eyes twinkled as Fluttershy nodded bashfully. “Never with a mare either?” Fluttershy squirmed, but was compelled to nod again. “Now that is just…” Trixie licked her lips, a hungry glint in her eyes. “… tragic.”

The azure mare carefully dismounted the bound changeling, taking care not to jostle her rounded belly too much. She slowly made her way over to the bed, her hips swaying enticingly despite her burdened frame. Fluttershy squeaked and began to squirm back against the wall, wondering what Trixie had in mind. She still remembered the bad things the unicorn had done back in Ponyville, even if the unicorn had not harmed her directly. Twilight had said she was positive Trixie had learned her lesson, but the magician was still an intimidating figure. Her outfit wasn’t helping Fluttershy feel at ease either.

“So tell me, what is a pretty little virgin like you doing in this depraved town.” Trixie purred, her magic gently pushing Fluttershy’s mane out of her eyes. “What were you looking for in that theatre? Why did you go into that bar?” She smirked wolfishly. “And why did you spy on us?”

“I…. I wasn’t…” Fluttershy stuttered, her ears pressed against her head. “I would never…”

“Did you think Trixie didn’t see you looking through that window while she was disciplining her pet?” Trixie heaved her rounded belly on the bed and crawled next to her prey, putting one of her hooves on Fluttershy’s trembling thighs. “I do hope you enjoyed the private show. I was disappointed you didn’t try to join us.” The unicorn let her magic trace a line over Fluttershy’s cheeks, making the shy mare shiver. “Were you having fun with your little toys as you watched, just like in the theatre?” She chuckled when Fluttershy whimpered. “Oh yes, I did see you up there, desperately playing with yourself.” Trixie bit her lips, lightly pinching Fluttershy’s cheeks with her telekinesis, pulling the mare closer. “Poor little girl, so hot and bothered, but too scared to ask for help.” She leaned forward, bringing her muzzle next to Fluttershy’s crimson cheeks. “Don’t worry my dear, Trixie will take care of you.”

“Hmmm, I’m flattered but…” Fluttershy gulped, too afraid to jerk away as the mare started to hum into her ear. “I really should be going…”

“Trixie will be gentle with you.” The unicorn whispered sensually, tenderly grasping Fluttershy’s hooves. “Trixie will teach you everything you need to know.”

“I’m not sure I can… *Eeep*!” Fluttershy froze as Trixie leaned closer, her stronger hooves holding her as she tried to squirm away.

“Don’t be scared, my little pet.” She smirked as Fluttershy’s breath hitched at her words. “Give yourself to me, let Trixie take care of everything.” Trixie cheered internally as she felt her resistance crumble. “If you want to leave I won’t stop you.” She pressed her corseted chest on Fluttershy’s shivering body. “But if you stay, Trixie will show you a world of pleasure you will never experience with your little toys.” She carefully took hold of Fluttershy’s chin, making the shy pegasus look into her eyes. “Now, what will it be?”

“I… I…” Fluttershy hesitated, unable to look away from Trixie’s smoldering gaze, then she relaxed in her grip. “Okay…”

“Tut tut tut.” Trixie admonished, her horn glowing as her magic rummaged around her special chest. “There are rules to this kind of thing. And rule number one is: you shall call me Mistress.” Trixie narrowed her eyes as Fluttershy remained silent. “Say it.”

“Yes M… Mistress.” Fluttershy rushed to say, instantly falling into a submissive role. “S… Sorry Mistress.” She added meekly.

“Good girl.” Trixie’s angry expression melted into a motherly smile. “Rule number two, as long as you wear this,” She produced a black leather collar, with a golden medallion sporting her wand cutie-mark. She held it in her magic, making sure Fluttershy could see it. “you will obey everything Trixie says.” She gently slipped the collar around her neck, fastening it with a satisfied hum. “Understand?”

“Yes Mistress.” Fluttershy responded without hesitation, getting more confident as she accepted Trixie’s rule over her.

“Rule number 3, you can stop whenever you want.” Trixie caressed Fluttershy’s cheeks, holding her gaze captive. “Trixie won’t let anything bad happen to you, but if you ever feel overwhelmed, you just have to say ‘Pinecone’, and I will stop.” She leaned forward, trying to convey how important this was. “Got that?”

“Yes Mistress.” Fluttershy nodded eagerly, impatient to start.

“Very good, my little pet.” Trixie stretched on the bed, lying on her side to let her burdened belly rest. Fluttershy gazed with unabashed curiosity, her eyes tracing the contours of her pregnant form, the corset stretched to its limits to hold the enormous bump in place. Trixie chortled as she saw her staring, letting one of her leather clad hooves caress her rounded belly. “A present from my naughty little changeling pet.” She said lightly. “He forgot his place and thought he could fill Trixie with his eggs without any repercussion.” She turned to the bound Loneling, smirking evilly. “He learned his lesson though, haven’t you boy?” She chuckled as Loneling mumbled something through his gag, squirming against his bounds.

“Can I…” Fluttershy gulped, avoiding Trixie’s gaze as the unicorn looked back at her. “Can I feel them, Mistress?”

“You may. But be careful, they are Trixie’s children after all.”

Fluttershy nodded and gently placed her hoof over Trixie’s rounded belly, her eyes widening in wonder. She could feel the bumps under her stretched coat, the impressive number of changeling eggs having completely stuffed Trixie’s insides. Fluttershy’s nethers burned at the idea of being filled with Loneling’s brood as well, to carry so many lives in her womb, to care for them… Cooing she laid her head over Trixie’s enormous belly, pressing her ear against the leather. She didn’t know if she was imagining things, but she could almost hear strange chittering sounds, like high pitched baby birds calls, coming from deep inside Trixie’s belly.

“The first ones will be born in a little more than a week.” Trixie passed a hoof through Fluttershy’s mane, marveling in her naturally silky hairs. “The youngest were just laid, so they will emerge in a mouth.” She then narrowed her eyes, smiling with hunger. “But enough about that. Lay down on your back, my little pet.”

Fluttershy eagerly obeyed, quickly letting herself fall back on the bed with a *pomf*, her wings spreading under her. She pushed all her fears and doubts to the side, now that she could rely completely on her mistress. She had always dreamed about being the pet for once, to abandon herself in the care of somepony else and not have to worry about caring for herself. And it was finally happening. She blushed bright crimson as Trixie took her time to gaze at her exposed body, her eyes lingering on her smooth belly, then on her small teats. Fluttershy couldn’t help but move her thighs to hide her breasts, crossing her hooves over her fluffy chest, some remnants of her shyness still holding her back.

“Don’t.” Trixie said imperiously. Fluttershy froze, squeaking in fear. “Your body is mine to do as I please as long as you wear this.” Trixie’s magic took hold of the collar, tightening its grip just a bit. She narrowed her eyes as her pet tried to avoid her gaze. “Now, be a dear and stop hiding your lovely body. That’s an order.” Trixie hadn’t raised her voice, but Fluttershy felt like she had just been slapped by her mistress. 

She was being a bad pet. 

Gulping, she relaxed her limbs. She inhaled sharply as Trixie pushed herself closer, pulling her burdened frame to rest just next to her. The unicorn gently grabbed one of her hooves, squeezing it in a comforting manner as it trembled in her leathery grasp. Trixie cooed softly, just like a pony trying to calm down a spooked animal, her other hoof lightly landing on Fluttershy’s chest. The pegasus didn’t react as her mistress began to trace circles on her chest, the leather on her glove gliding smoothly over the fluff on her coat. It felt very nice, the spike of fear quickly evaporating thanks to Trixie, the mare still holding her hoof like a mother would, her soft words of encouragement melting her remaining anxieties until she was completely calm once more.

“There, all better.” Trixie hummed, smiling kindly once again. “You’re one jittery little thing, aren’t you?” She chuckled as Fluttershy chirped in agreement. “Don’t worry, your mistress is here, you have nothing to fear.”

Trixie’s hoof began to stray south, tracing slow circles over her belly, teasing her belly button. Fluttershy giggled, squirming as her ticklish tummy was massaged. Trixie raised an eyebrow at her, the pegasus instantly settling down under her gaze. Satisfied by her obedience, Trixie hummed in appreciation, then began to go even lower. Fluttershy quivered in surprise as the gloved hoof brushed against her teats, softly making contact. Nopony had ever gotten a good look at her breasts, let alone touch them, but strangely enough she didn’t react or really mind as Trixie began to gently fondle her mounds.

“Hmmm, not very big, but still very cute.” Trixie groped her teats playfully, enjoying the shapely little bosom. “Trixie bets that a lot of stallions would do anything to rub their meats between your perky little teats, just to smear their scent on them.” She squeezing a little harder, eliciting a gasp from Fluttershy. “Oooh, but what’s this?” Trixie’s horn ignited, an amused grin spreading on her lips. “Getting excited, are we?” Fluttershy could only squeak in reply, feeling her nipples harden under the gentle massage.

Trixie’s magic enveloped her breasts, groping, teasing, pushing them together. She looked at Fluttershy to see her reaction and was pleased to find her biting her lips, clearly enjoying herself, not a hint of shame on her flushed features. Smirking, Trixie decided to take it up a notch, her magic becoming more forceful. She started to fondle her teats with new vigor, pinching her erect nipples lightly. Fluttershy squirmed once more, but this time it was in pleasure, not in embarrassment. Her breath was getting shorter, her arousal beginning to drip between her thighs, the smell of an excited mare spreading through the caravan.

Trixie sniffed the air attentively, still tweaking and squeezing down below. “Oh my, even your scent is graceful.” She brought her nose closer to the origin of the mouthwatering perfume, inhaling deeply, before frowning in confusion. “Strange, you are not in heat?” Trixie leaned back, watching Fluttershy writhe under her ministration. “With the way you were acting, Trixie thought you must have been in season. But you’re not even close, are you?” She pinched her nipples harder, making Fluttershy squeak. “You’re just a naughty little girl.” Trixie squeezed her teats forcefully, careful to stay just short of being painful. “You look so pure and innocent but deep down you’re just looking for a good stuffing, aren’t you?” She narrowed her eyes dangerously, tweaking Fluttershy’s nipples harder, sending a jolt of painful pleasure into her. “Answer me!”

“Yes!” Fluttershy squealed, her legs tensing in ecstasy. “I’m a slut!” She covered her muzzle with her hooves as a string of whimpers and moans escaped her mouth, the pleasure becoming too great for her. “I’m a worthless useless mare…”

“No, you are not.” Trixie interrupted kindly. She released Fluttershy’s teats, using her magic to hold her chin instead. “You are one of the most beautiful ponies Trixie has ever seen.” She declared, holding Fluttershy’s tearful gaze. “Of all the ponies I have ever wanted, you are only second to a certain princess.”  She leaned closer, pressing her nose into the crook of Fluttershy’s neck. “Hmmm, you are far from worthless.” Her teeth scrapped against her fur, a lustful growl escaping her lips. “You are Trixie’s little pet, never forget that.”

Fluttershy gave a series of high-pitched moans as her neck was nibbled, Trixie covering her coat in kisses and gentle bites. Whenever Fluttershy tried to squirm away she would bite a little harder, only relenting once the jittery pegasus calmed down, Trixie gradually asserting her dominance over the lesser mare. The trail of kisses and nibbles made the journey from the base of her neck to her scruff, where Trixie bit down possessively, holding the loose coat between her teeth until she left a mark. Fluttershy felt strangely safe as her mistress gnawed on her nape, and she whimpered when Trixie released her, the unicorn resuming her trail of kisses.

Soon Trixie’s lips were brushing against Fluttershy’s ear, planting gentle pecks on the sensitive appendage. The pegasus squirmed and her ear flicked away instinctually, much to Trixie’s displeasure. The unicorn growled in warning, but when the yellow ear kept twitching she suddenly bit down, holding Fluttershy’s ear between her teeth. She squealed in surprise, her face twisting in a mixture of pain and pleasure as Trixie gnawed at her ear. She started to push the magician away, but a warning growl from the unicorn was all it took for Fluttershy to freeze completely. Trixie snorted in satisfaction, happy to see that her pet was beginning to learn her place.

“Good.” Trixie mumbled between her clenched teeth. “Remember this: be a bad girl and you get punished.” She chewed a little harder, her teeth sinking into the soft and fluffy pony ear. “Be a good girl and you get rewarded.” She eased off on her biting, licking she bridge of Fluttershy’s ear gently, sending shivers into the subdued mare. “Understand?”

Trixie smiled as her pet squealed in confirmation. She released her ear and began to lick Fluttershy’s cheeks, lapping up the tears she had shed, cooing kind words of comfort. Fluttershy felt like a puppy being coddled after having been punished for a mistake. It was wonderful. Whining softly she nuzzled her mistress, trying to express her gratitude. Fluttershy wiggled around, lips seeking hers, but Trixie avoided her attempts. The unicorn leaned back, holding one of her hooves on Fluttershy’s chest and pressing down, the submissive mare instantly becoming still.

“Tut tut tut.” Trixie smiled mischievously, staring down at her naughty pet. “Who said you were allowed to kiss Trixie?” Fluttershy wilted, mumbling apologies, but Trixie silenced her by just narrowing her eyes slightly. “You’ll have to earn that right, my little pet.” Trixie said imperiously, her hoof drifting lower. “If you are a good obedient little filly, maybe I’ll give you a taste of my greatness. But for now…” Her hoof slipped between Fluttershy’s thighs, making the pegasus squeal at the touch. “It’s my turn.”

Her magic took hold of Fluttershy’s body, the azure aura spreading her thighs, leaving her soaked nethers exposed. Trixie growled in anticipation as she levitated the sexy pegasus over, positioning herself between her legs, looming over Fluttershy’s lower belly. Trixie tsked in disapproval as Fluttershy tried to cover herself with her tail, her gloved hooves keeping her shapely thighs wide open. 

“Now, what did Trixie say about hiding yourself from your mistress?” Fluttershy mumbled an apology, then let her tail fall down. “That’s better…” Trixie whispered, watching intently as Fluttershy’s treasure was revealed.

Fluttershy tried her best to remain calm as she felt Trixie’s breath wash over her most private parts, knowing that it was the first time anypony got that close to her. Her crippling lack of confidence kept tugging at the back of her mind, trying to paralyze her with fear, dread rising in her throat. But somehow she remained calm, the collar around her throat putting her at ease. She was Trixie’s pet, she had nothing to worry about, the magician would never let anything bad happen to her. 

Her mistress had said so.

Trixie watched attentively as her pet relaxed, completely trusting her mistress with her beautiful body. The unicorn hummed a few words of praise, making sure Fluttershy knew she was being a good pet, then she focused on her prize. Fluttershy’s slit was delicate, her folds puffed out in excitement, drips of arousal escaping from her tight opening. Her outer lips were soft, a slightly darker shade than her coat, just a hint of pink at the core. Trixie leaned closer to her dainty flower, inhaling deeply, her hooves grasping at Fluttershy’s supple thighs. The pegasus stared in fascination as her mistress slowly disappeared between her legs, butterflies fluttering in her belly.

The first touch was careful, almost shy. Trixie’s tongue grazed her dainty folds, collecting a small sample of her feminine arousal. The magician hummed in appreciation, swirling Fluttershy’s juices around her mouth, closing her eyes as she compared it to all the other mares she had tasted. It was impossibly sweet, none of the usual tangy aftertaste present, a flavor that matched the cute pegasus very well. Trixie shuddered, swallowing thickly, enjoying every second of her degustation. She opened her eyes, staring at Fluttershy’s honey dripping on her sheets, then decided to indulge herself.

Fluttershy squeaked as her mistress gave her a more insistent lick, her tongue trailing all over her slit, parting her folds slightly. She felt Trixie linger when she reached the hood of her clitoris, her tongue pressing on it teasingly, then she withdrew. Fluttershy didn’t have time to catch her breath before she was hit by a new jolt of pleasure, Trixie licking her once more, faster this time. The unicorn growled like a hungry wolf, then she truly began to eat her prey.

Wet slurping sounds began to fill the caravan, desperate panting barely audible over Trixie’s appreciative hums. She had never been so eager to break in one of her toys ever before, even if she suspected a certain alicorn might be another exception, but right now she didn’t want to think about her. She wanted to be fully concentrated on the truly gorgeous mare writhing on her bed, moaning under her ministrations. What’s more, if Loneling was right, then this mare was actually close friends with her ultimate goal, an element of harmony no less. Taking ownership of her would be like a preview of the real deal, a huge step towards reaching her dream: through Fluttershy she could have access to Twilight Sparkle. Her ultimate conquest, finally at her reach.

Trixie was shaken out of her reverie as her muzzle was sprayed with mare-cum, her expert technique having pushed her little pet over the edge in record time. Fluttershy’s body jerked, her back arching as she came. Trixie noted that the mare was pressing her hooves on her mouth, trying to muffle her moans of pleasure. She was about to reprimand her for it, but she was distracted by a wet noise, coming from Fluttershy’s nethers. Her slit was convulsing like crazy, her folds opening to let her pink core completely exposed. Trixie’s nostrils flared as she watched the vulgar winks continue, her tongue lapping up the drops of honey dripping from her muzzle. She focused on Fluttershy’s clit, her love button bulging out obscenely with every wink. She waited for the right moment, then pounced.

Fluttershy positively screamed, her hooves flying away from her mouth as her limbs locked up in pleasure. Trixie didn’t stop sucking on her engorged clit, on the contrary she began to flick her tongue on her little nub, her horn igniting. Fluttershy shook on the bed, her wings twitching under her, her eyes wide and unseeing. She had never peaked so hard when she played with herself, never reached this kind of amazing bliss before. And Trixie wasn’t done yet. The unicorn’s magic took hold of her teats once more, concentrating around her nipples.

The caravan was rocked by a series of high pitched squeals as Trixie pinched and tweaked with her magic, still diligently sucking on Fluttershy’s clit, never allowing it to retreat back to safety. She played with the pegasus’ soft mounds, squeezing them with practiced milking motions, mercilessly pulling at her nipples like a nursing foal would. She could feel Fluttershy’s muscles spasm, her gloved hooves having to hold her jerking thighs in place. Trixie listened to her breath become more and more ragged, timing her sucking and tweaking with Fluttershy’s desperate pants. 

A few moments later Trixie heard her starting to wheeze, the pleasure becoming too much for the poor inexperienced pegasus. With a last flourish she released Fluttershy’s clit and leaned back, watching her pet’s flushed. She still fondled her teats, but she was gentle instead of forceful. Fluttershy for her part was slowly coming down from her series of orgasms, her eyes still unfocused, tongue lolling out of her mouth. Trixie gazed at her latest conquest with amusement, then chuckled when Fluttershy’s eyes fluttered, finally coming to.

“Did you enjoy yourself, my darling little pet?” Fluttershy could only whimper in agreement, still dazed. “You poor thing, you must have been so very sexually frustrated to cum so fast.” Trixie used her magic to softly caress Fluttershy’s twitching vulva, making the mare jerk with every magical touch. 

“Hmmm… please…” Fluttershy panted, writhing on her back. “Mistress… I need…” She moaned, Trixie’s aura slowly pushing her folds apart, the unicorn peeking inside her curiously. “I need more…”

“Yes, Trixie can see your naughty flesh pulsing, begging to be stuffed full.” Trixie growled lustily, pushing her magic deeper, stretching her wider. She could see Fluttershy’s internal walls spasming, contracting around her magic, trying to massage it as they would a cock. “Now, what will Trixie do with you?” She withdrew her magic, turning towards her special chest. “Should we use this?” She levitated a slender pink vibrator over, watching her pet’s reaction. “Or this?” She showed Fluttershy a double ended dildo, the long toy flopping in her aura. “Or would you like something more… filling?” 

Fluttershy eeped as a huge rubber horse cock flew over her nose, the enormous pole at least twice as long and large as anything Mercy had loaned her. She gulped, looking at her three options, her gaze lingering on the last choice. Trixie snorted with humor, levitating the huge horse-dildo closer to her nethers.

“Are you sure?” Trixie said with humor. She let the fake cock flop down on Fluttershy’s belly, the toy pushing her teats apart. “Just look at it, don’t you think you’re too small to take this beast?” The fake schlong totally eclipsed her little cunny, the girthy toy reaching all the way past her belly button.

Fluttershy eyed the flared tip fearfully, from this close it looked almost as large as her hoof. She was sure that something so large would never fit, but truthfully she could not wait to feel it inside her, destroying her little pussy. She felt herself wink furiously, something Trixie did not miss.

“My my my, what a naughty little pet.” Trixie smirked. “Maybe I’ll forgive Loneling, since he brought me such a tasty morsel…”

Fluttershy gasped, suddenly remembering about the changeling. She leaned to the side, looking past Trixie, watching the bound changeling struggle with his bindings more than ever. He had rolled on his side, letting his very obvious erection visible. She gulped, her eyes ping-ponging from his shaft to the dark dildo resting on her belly, before settling on Loneling. Trixie followed her gaze, looking behind her with a surprised snort.

“Really?” Trixie eyed her pet with a raised eyebrow. “You want him?” Fluttershy avoided her gaze, but nodded without nonetheless. “Trixie is not sure she wants to reward him like this.” Trixie hummed, carefully levitating her three dildos back to their place in her chest. “But you do deserve a treat.” Her magic flared, the knots and belts quickly snapping around Loneling, setting him free. “Trixie will let her two pets play together.” She said with a chuckle.

Loneling groaned as he stretched his sore limbs, working his jaw after he spit the bridle, his wings buzzing as he got to his hooves. He turned towards the two mares, his face expressionless. He waited, looking at Trixie expectantly, until the unicorn nodded and beckoned him closer. Loneling buzzed over to the bed with indecent haste, his cock hard and throbbing. Fluttershy tensed as he landed next to them. 

There was no wall to separate them this time, no way to control the stronger male, she was vulnerable…

Her spiraling thoughts were interrupted as Trixie yanked on her collar, watching her panicked face intently. The magician glared at her until she relaxed once more. Fluttershy berated herself, ashamed of her hesitations. How could she forget: Trixie was here, she had nothing to fear, her mistress would protect her. Trixie nodded when Fluttershy seemed to regain her confidence and she turned to glare at her second pet.

“It seems you are in luck, boy.” She snarked, levitating her riding crop over. “But don’t think Trixie has forgotten what you did.” She pressed her crop on Loneling’s chin, making him look at her. “This is for her, not for you.” She growled, leaning closer dangerously. “You will do as Trixie says, or you will be punished.” She suddenly slapped him across the cheek with her whip, making his head jerk to the side. “Understood?”

Loneling nodded, his deadpan expression never shifting. He held Trixie’s gaze as she glared at him, her magic raising the ridding crop for a second blow.

“Hmmm, please don’t hurt him… Mistress…” Fluttershy flinched when they both turned to look at her, Loneling still expressionless and Trixie still glaring. “… please?” She squeaked, recoiling into a ball.

“No.” Trixie growled, the whip whistling as she hit Loneling on his nose. The changeling hissed in protest and was struck once again, making him fall silent. “Understand this, my little pet.” Trixie said darkly, her riding crop holding his shin once more. “Good pets get the collar.” She grabbed Fluttershy’s leather choker, pulling on it. “They wear it as long as they do what they are told.” She narrowed her eyes. “Naughty pets that don’t obey get the whip.” She continued to stare Fluttershy down until the pegasus could no longer bear her gaze and looked away. Trixie made her squirm for a few more seconds, then she suddenly giggled, breaking character. “Oh stop worrying,” she said kindly, smiling as Fluttershy looked at her in surprise. “I can assure you that Loneling is very much used to this kind of treatment, he gets off on it.” Trixie smirked at him. “Isn’t that right?”

“Affirmative.” Loneling answered, his cock slapping on his belly in agreement. “Although I should note that breaking character constitutes a major faux-pas when it comes to role-playing and…”

“Oh shut up, you overgrown cockroach.” Trixie huffed, rolling her eyes. She cleared her throat, closed her eyes, then she was back into her role. She glared at Loneling, daring him to speak, but the changeling wisely kept his mouth shut. She turned to Fluttershy, noting that the pegasus was now looking more confused than fearful. “Now,” Fluttershy was startled, squeaking in surprise as Trixie grabbed her collar, making her sit. “what made you think you could question your mistress’ methods?”

Fluttershy gulped, shivering as she felt Trixie mess around with the straps of her leather collar. She wondered if the unicorn was about to take it off and start treating her like she did Loneling… Actually it didn’t sound that bad… She heard a soft metallic click and Trixie smiled wickedly, her magic flaring up. Fluttershy closed her eyes, waiting for the sting of the riding crop, but it never came. Trembling she opened her eyes… and found Trixie smirking at her, a black leash coiled around her gloved hoof. The unicorn yanked on the leash, making Fluttershy yelp as she was dragged forward, her collar digging into her nape.

“Pets that can’t behave should always be held on a leash.” Trixie said matter-of-factly. 

Trixie groaned as she hoisted herself to the edge of the bed, her burdened belly making it difficult to move. She dragged Fluttershy after her, the pegasus eyeing the changeling carefully as she was pulled closer to him. Trixie grunted as she jumped off the bed, her rounded stomach swaying under her. She shot Fluttershy a glance, watching the flickers of fear on her features, then yanked on the leash one last time. Fluttershy whimpered as she was dragged forward, coming almost nose to nose with the immobile changeling, the leash taunt as she tried to edge back. 

“Now now, you have made your choice.” Trixie said disapprovingly. “Trixie has already released her naughty pet for you.” She twacked Loneling’s rump with her short whip, making him jerk forward. The changeling reared up, planting his hooves on the edge of the bed, on either sides of Fluttershy’s head. The poor pegasus was suddenly a breath away from his rock hard stallionhood, globs of precum already leaking from his tip. “Just look at him.” Trixie approached from the side, looking at his throbbing cock with an almost pitiful gaze. “He’s so close to coming already, just because you chose him as your stud.” Trixie gazed at Fluttershy with a playful smirk. “It would be cruel to leave him in this state, now wouldn’t it?”

Fluttershy gulped thickly, the changeling’s scent invading her senses once more. “Yes mistress…” She whispered. “Cruel…”

“Don’t worry my little pet,” Trixie murmured, watching her eyes glaze over with an amused smile. “Trixie won’t let him hurt you…” She hummed, yanking on her leash brusquely. “Unless you want him to…” Fluttershy was now panting heavily, her cheeks flushed. “Oh and don’t forget,” Trixie used her magic to stroke Loneling’s cock, making him spurt more precum, some of it landing on Fluttershy’s muzzle. “he can be whatever you want him to be…”

Loneling moaned overhead, enjoying the magical massage almost as much as he enjoyed Fluttershy’s wild emotions. The pegasus had the purest, most powerful form of lust he had encountered. He felt his empty egg-pouch churn, using her energy to produce a new clutch of eggs. He shuddered, a strange sensation coming from his sack, something he had never felt until then. Before he could begin to wonder what was happening, a soft voice reached his ears. He was taken aback by Fluttershy’s request, the unusual reaction in his egg-pouch forgotten.

“Are you sure?” Loneling asked carefully. He listened to the whispered response, tilting his head. “Yes, I can do that… Uhu, with the muscles and all… wait, how big did you say?” Loneling blinked, making sure he had heard right. “Surprising…”

“What?” Trixie leaned closer, trying to understand Fluttershy’s mumbling, but it seemed the changeling had much better hearing. “What did she say?”

“Her request is a little unorthodox, particularly coming from an element of harmony.” Loneling’s horn began to shine green, but then he stopped, shooting a glance at Trixie. “Can I?”

Trixie eyed Fluttershy carefully, wondering which pony she had asked for, then she nodded. She closed her eyes as Loneling was consumed by green fire, keeping the leash steady as Fluttershy recoiled with a whimper. After a few seconds of whooshing magical inferno, the green light finally subsided. Trixie rubbed her eyes, a little annoyed that his transformation had been more explosive than usual. She opened her mouth to complain, but she stopped when she heard a big great snort above her, like a bull preparing to charge. Her eyes fluttered open and she shot a worried look at where Loneling had been standing, then she looked up, and up, and up, her incredulous gaze climbing the mountain of muscles now standing in her caravan.

The minotaur stared down at her, his eyes devoid of pupils, the white orbs seeming to bear down upon her soul. The bull was truly immense, his head hunched to avoid planting his enormous horns into the ceiling, his face betraying his annoyance at the tight quarters. Trixie gazed at his feature warily: he looked like minotaur warrior, the kind you avoided crossing gazes with unless you wanted to be pummeled into the ground. Her suspicions were confirmed as her eyes journeyed downwards, pausing on his large shoulders sitting atop a barrel chest, muscles rippling under his coat.

She gulped as the bull cracked his thick neck, the pointed tip of his horns rasping against the wooden ceiling. He snorted once more, Trixie’s eyes drawn to his stomach, where his abdominal muscles were clearly visible despite his shaggy cobalt fur. Her gaze then reached his midsection, where his bovine side took over completely. His legs were as powerful as the rest of his body, covered in a darker hue of blue, but Trixie’s attention was quickly centered on his… equipement. The unicorn almost started drooling as she watched the huge set of balls swing between his thighs, each one the size of a melon, while a very respectable sheath peeked out the shaggy dark hair covering his groin.

All in all he looked like a perfect example of the wilder minotaurs that roamed the southern mountains, a dangerous nomadic breed that didn’t take kindly to ponies. Or any other species for that matter. Trixie blinked when she heard him start to chuckle, the barrel chested bull looking down at her with a raised eyebrow. She realized belatedly that she had been quite obviously staring, her tail hiking all the way up above her rump in excitement. She shook her head, trying to find her senses, putting on a confident front.

“Not bad, almost impressive.” Trixie said disdainfully. She had to lean back to stare at his eyes. “But I’ve seen better.”

“That’s not what your emotions tell me.” Loneling rumbled, his voice deep and powerful. 

“Shush.” Trixie reprimanded, her crop swishing in the air. “Don’t forget that you don’t have your carapace to protect you now.” She warned. “And Trixie won’t hesitate to take advantage of your new…” She tapped her whip on Loneling’s swollen balls, making him grunt. “… weaknesses.”

“Oh… my…” Fluttershy stared at the burly minotaur, her eyes wide with fear and excitement.

“Trixie is surprised you would choose this type of partner.” Trixie said, her magic fondling the bull’s testicles. “I would have thought you would be more…” She squeezed, Loneling groaning in discomfort. “… traditional.”

“Oh… hmm… It’s just that…” Fluttershy averted her eyes, her hooves fidgeting on the edge of the bed. “I met a minotaur once… he was so strong and confident… but also very nice.” She hid behind her mane, blushing scarlet. “And he was very pretty…”

“Let me guess, you used him as fuel for you fantasies?” Trixie chuckled, absent-mindedly playing with Loneling’s sheath. She snorted in amusement as Fluttershy squeaked in response, then blinked as she felt something push against her aura. She shot a glance at Loneling’s groin, her grin widening as she saw a pink tip starting to emerge from his sheath. “Hmmm, it seems your stud is almost ready for you.”

Fluttershy peeked from behind her mane, her blue eye quickly focusing on the bull’s crotch. She squeaked, then retreated back into her hiding spot. Trixie huffed and yanked on her leash, dragging her over the edge of the bed. Fluttershy cried out as she began to fall, but before she could touch the ground she was scooped up by two huge hands, the bull holding her into his powerful grasp. She shivered at his touch, her wings twitching madly as her feathers ran over his muscled chest. She felt like a toy in his hands, he could do anything he wanted and she would be powerless to stop him. She began to breathe harder, her legs clenching together, then she felt her leash being pulled and she instantly relaxed.

“Don’t worry,” Trixie crooned, still watching her new pet carefully. “Trixie is here.” She was glad to see how fast Fluttershy responded to her commands, the pegasus loosening up at the mere reminder of her presence. “Loneling. Bed. Sit.”

The changeling instantly complied, grunting as he moved his bulky frame around the cramped space. The bed groaned in protest as the minotaur sat down, Fluttershy still in his arms. The pegasus had to press herself into his chest as she was jostled around, her heart racing as she placed her hooves over his bulging muscles. Trixie clicked her tongue, gesturing to her former assistant. Without further prompting, Loneling deposited Fluttershy on the ground, just between his legs. Fluttershy’s nostrils flared as she realized she was just a breath away from his balls, his virile musk making her gulp. She tried to jerk away, but a hoof held her in place, pressing between her wings.

“Now now, this isn’t the time to give up.” Trixie whispered into her ear, pushing her closer. Fluttershy’s whimpers fell on deaf ears, the unicorn having no issues overpowering her meager strength. “Trixie told you she would teach you, time for you first lesson.” She pushed her other hoof on the back of Fluttershy’s head, holding her steady as the pegasus tried to turn away. “How to get a stallion, or in this case a bull, ready for mating.” She bit Fluttershy’s ear as she tried to squirm away, making her freeze immediately. “Pay attention now, there’s a good pet.”

Trixie’s magic began to fondle his balls once again, her aura hefting his heavy testicles, playing with them. She could hear Fluttershy inhale sharply, the bestial musk of the minotaur much more potent than a stallion, making the pegasus’ head swim. Trixie had no issues ignoring the heady scent, used to this kind of things. She concentrated her magic around the base of his sheath, her aura still groping at his testes, coaxing his cock to life. She had to admit that she was actually curious, she had never seen a minotaur’s equipment before. 

Before long the bull groaned, his hands gripping the sheets as his legs shuddered, a strong snort escaping his nostrils. Fluttershy could only stare in wonder as his cock started to emerge, the tip pointed and pink. She watched as it slithered out of his sheath like a snake, limp and slimy. It was very different from a stallion’s, there was no flare nor medial ring. She bit her lips, trying to ignore a shameful feeling of disapointement. While it was longer than Loneling’s previous equipement, it was nowhere near as big. Although, considering it was her first time, maybe it was a good thing…

She yelped in surprise as the bull’s cock suddenly jerked up, barely missing slapping her chin. She watched in disbelief as his shaft began to harden, becoming larger, and larger and even larger still. Behind her Trixie whistled in appreciation, her magic still massaging his balls, helping him grow fully erect. When it finally stopped growing the minotaur sported a very long and girthy shaft, surpassing Loneling’s already generous natural size in every way. The only part that was larger would have been his fully extended flare, but the minotaur’s smooth cock ended in a tapered tip, reminding Fluttershy of a dog’s.

“Impressive.” Trixie murmured, sounding very interested. “Who knew minotaurs would be so well endowed…”

“Hmmm… I can let you take my place if you want…” Fluttershy mumbled. She squealed as Trixie bit her nape, humming in disapproval. “Mistress…” She rushed to add. 

“Better.” Trixie said happily, releasing her. “That is a very tempting offer, I must admit.” Fluttershy perked up, believing she was off the hook. “But sadly I must decline.” Trixie smirked, leaning closer. “Trixie’s womb is already full, she doesn’t want to put her children in danger. You on the other hand…” She rubbed her gloved hooves on Fluttershy’s smooth belly, nibbling at her ear. “I wonder if it’s true that minotaurs can easily get ponies pregnant…”

Fluttershy shivered at the thought, Trixie’s massages making her insides burn with need. She felt her nether lips dripping with renewed arousal, her naughty mind already conjuring images of herself being ravaged by the huge minotaur. She saw herself being pounded into, subjugated, bred like a common broodmare as the bull marked her inside and out…

“Right then, let us begin.” Trixie declared, startling her. “From what Loneling has told me you already have some skills with your mouth, so we’ll skip this part.” She said matter-of-factly, like a teacher explaining a course. “So we can go right to the main event.” She squeezed the bull’s sack, eliciting a grunt from him. “Time for you to get fucked by your stud. Loneling? She’s all yours.” She then added in an undertone, low enough for only him to hear, “but no eggs!”

The minotaur lunged from his seated position, his hands grasping Fluttershy’s sides as he effortlessly lifted her in the air. She eeped in fear as the bull shoved her against the bed, her wings trapped under her. Loneling kneeled on the ground between her legs, his groin just at the right height to take her, his powerful hands grasping her generous hips to drag her closer to the edge. She tried to squirm away with a series of high pitched squeals but a familiar tug on her collar made her stop.

“Tut tut tut, that won’t do.” Trixie crawled over the bed, siding up with her. The unicorn shot her a disapproving glare. “Who said you were allowed to tease my pet changeling?” She looked overhead, watching the huge minotaur loom over them both, the excited bull leaning over the bed as he tried to claim his prize. “That’s Trixie’s job.”

“Mistress… I…”

“Do you want to take the collar off?”Trixie asked lightly, shooting Fluttershy a glance. She saw the conflict in her eyes, her crippling fears battling with her newfound confidence born from the collar. Fluttershy gulped, then shook her head. “Good.” Trixie smiled, then she levitated the leash into the minotaur’s hands. His fist closed around the leather strap, using it to keep Fluttershy still as he dragged her closer to him. “I’m loaning her to you so be gentle, don’t break her.” Trixie said with humor, smiling down at Fluttershy’s panicked expression. The unicorn gave her a quick wink, then Fluttershy cried out.

The minotaur snorted in satisfaction as he finally managed to sink the tip of his cock into the mare’s dripping honey pot. Fluttershy struggled to get free, but a sharp tug on the leash immobilized her. He grabbed her foal bearing hips in his powerful hands, then pulled her down. He growled as his enormous shaft plunged deeper, her tightness gripping him from all sides, the mare writhing under him in pleasure. Losing patience he drew his hips back, his fingers grasping his mate harder, preparing himself to thrust into her with all his strength. 

The bull shouted in pain, his back burning as the crack of a whip exploded around the caravan. He turned to his mistress, recoiling at the cold anger boiling behind Trixie’s eyes. One of her longer whips danced around her aura, the kind she used when she was angry. The minotaur gulped in fear as he watched the whip draw back, ready to give him another lashing.

“Do you not know the meaning of the word ‘gentle’?” Trixie hissed, pressing the handle of her whip on Loneling’s chin. 

“Sorry…” He rumbled, his grasp on the trembling pegasus easing up. “It’s just that this form is very… fierce.” He grit his teeth, shuddering. “And something strange is happening to me… It’s… hard to think…”

“Well control yourself or Trixie will make herself a new leather outfit.” Trixie seethed. She then put on a motherly smile and shot Fluttershy a kind look. “See? Trixie will not let him hurt you.” She leaned closer, planting a gentle kiss on her cheeks, happy to see that there were no tears to be found. “You are being very brave my pet.” 

“I… I am?” Fluttershy panted, her pussy convulsing around the bull’s cock-head.

“Yes, yes you are.” Trixie cooed, kissing her nose. “I think you even deserve a reward.”

“What do you… *Mmfft*!” 

Trixie pressed her lips on Fluttershy’s mouth, the pegasus’ eyes going wide. She was being kissed for the first time, by a beautiful mare, while a powerful bull was taking her virginity. She had never thought she would lose her innocence in such a way, but at the moment she could not care less. Actually she was pretty sure a certain aunt would be proud of her. Moaning openly she started to kiss Trixie back, even taking the initiative to slip her tongue into the unicorn’s welcoming mouth. Trixie didn’t object, deepening the kiss without hesitation. 

Above them the minotaur shuffled his legs closer to the bed, then gave an experimental thrust into the tight confines of his mate. Fluttershy cried out into Trixie’s mouth, but only in pleasure. Her pussy winked around his cock, bathing the rest of his shaft in feminine arousal. The bull had barely managed to sink his cock any deeper, Fluttershy’s internal walls constricting around the intruder, making both pulling out and thrusting in almost impossible. He snorted in frustration, but he managed to refrain from humping widely like his nature dictated. Instead be ground himself into her, slowly pushing his length into her core.

His cock sunk into Fluttershy’s love tunnel in one long, smooth motion. Her folds convulsed around the intruder, tightening with surprising power, but the minotaur was too strong to be held back. Snorting hotly he kept on pushing his hips forward, his hands holding her squirming hips steady, his shaft maintaining its inexorable advance. Soon enough Fluttershy yelped into Trixie’s mouth, the bull’s tip pressing against her deepest barrier. The minotaur looked down, frowning as he saw that a good portion of his long shaft remained outside, but considering the small size of his mate it was a wonder she had already taken so much of him. His fingers dug into her shapely hips, steadying her, then he started to withdraw.

Fluttershy moaned out loud as the bull slowly began to thrust into her, his rhythm maddeningly slow and controlled. Each time he gently humped into her he would stop just short of her cervix, his tapered tip teasing the entrance to her womb, then he would pull back, still slow and steady, until his cock almost slipped out of her squirming insides. The cycle repeated itself, her nethers oozing with her abundant arousal, her pussy begging to be stuffed faster, yet the bull remained in control, keeping his maddeningly slow pace.

Before long Fluttershy felt her belly quiver, a rising pressure building up around her nethers, each slow thrust adding to the fire. Then the minotaur suddenly used one of his large hands to grab her small perky teat, squeezing, asserting his dominance over her. The sensation pushed her over the edge, the tide of pleasure rushing up her spine, crashing into her mind without mercy. Trixie broke the kiss as her pet trembled, watching her eyes glazing over, the pegasus convulsing as she was overtaken by another orgasm.

“Very good, my pet.” Trixie cooed, smirking down at her. “Now scream for your mistress.”

Fluttershy obeyed. She cried out in loud shriek as she was overtaken by a mind-blowing orgasm, her whole body tensing as jolts of pure ecstasy raced down her limbs. She writhed on the bed, still screaming, her orgasm soaring to new heights. The minotaur grunted in surprise as his cock was suddenly squeezed from all sides, Fluttershy’s folds bearing down on him as she came. Snorting he gave a defiant thrust, plunging his spear deeper into her, overcoming her tightness. Fluttershy’s orgasmic wail morphed into a high-pitched moan, her body quaking as the minotaur began to hump into her urgently, his thrusts gaining in both pace and strength.

“Careful.” Trixie warned, her whip caressing his cheek. “Trixie hasn’t said you could go faster.” The minotaur growled in anger but still relented, his thrusts becoming steady. Satisfied she turned to her new pet, Fluttershy wheezing as she tried to breathe, her ongoing orgasm constricting her throat. “Enjoying yourself?” Trixie asked kindly. 

Fluttershy could only squeak between her desperate pants, but her lewd expression was answer enough. She felt like her pussy was stretched to its limits, his large shaft battering her depths with every thrust, and it was wonderful. Fluttershy had never thought sex could feel so good, her tongue lolling out as she was pounded into by the large minotaur. And the bull was gradually increasing his pace, his eyes shining with need. She winced when a rough thrust rocked her body, prompting Trixie to raise her whip.

“Do you want him to go slower?” Trixie asked, her magic ready to strike. She raised an eyebrow as Fluttershy shook her head, a soft whining escaping her lips. “Do you want him to go faster then?” Trixie tilted her head, feigning surprise. Her gloved hoof ran circles over her pet’s belly, feeling the huge rod thrusting inside. “Do you want him to go wild, to let him ravage you as much as he wants?” Fluttershy nodded with almost indecent haste, panting in anticipation. “How perverted, what a slutty pet you are.” Trixie sighed, shaking her head in fake disappointment. She then pushed down on her belly, making the outline of the bull’s cock bulge against her hoof. She turned towards the minotaur. “Well you heard her.” Trixie smirked, holding his chin up with the handle of her whip. “You have my permission. Fuck her, fuck her hard.”

The powerful bull bellowed and roughly grabbed Fluttershy around the midsection. She yelped as she was lifted up, before crying out in both pain and pleasure as the minotaur brought her down onto his girth, holding her like she was nothing but a toy. Her limbs flailed around a she was violently humped, her breathe knocked away as she felt the bull’s cock bludgeon her insides. His powerful hands moved down to her haunches, griping her rump forcefully, squeezing her shapely ass. Fluttershy hiccupped as he rammed her down, the bull apparently trying to cram his whole length into her, a bulge forming on her belly. He snorted, his grip becoming stronger, his arms flexing as he prepared for another thrust.

“Stop.” 

Trixie’s voice cracked at the same time as her whip, the harsh leather strip biting into the minotaur’s back. He shouted in pain, his head wheeling around to stare at the unicorn angrily, his gaze promising murder. He grunted as the whip lashed out again, a fiery trail of pain lancing into his sides. The bull snorted in irritation, but he flinched back when Trixie raised her whip once more. He remained still, his arms supporting the panting pegasus, Fluttershy collapsing against his chest. The pegasus whimpered and turned to her mistress, mumbling a thank you, but Trixie smirked at her. Her horn flared, her azure aura taking hold of the forgotten leash and she gently tugged on it.

“You forgot to hold her leash.” Trixie said simply. She smiled evilly as the minotaur took hold of the leather strap, easily holding the pegasus’ weight with one hand.  He gave her an inquisitive glance, to which she just nodded, grinning. Trixie then lounged back, chuckling. “Well, what are you waiting for?” She stared directly into Fluttershy’s panicked eyes, licking her lips. “Fill her up.”

Fluttershy was instantly bouncing up and down once more, her high-pitched cries doing nothing to stop the snorting bull. She pressed her hooves against his muscle bound chest, trying to push herself away, but she was held back by a careless tug on her leash, the collar digging into her neck. She was gushing like a fountain down there, great squirts of mare juices flying out as she was stuffed full, her own scent mingling with the minotaur’s virile musk. Fluttershy grit her teeth, pain and pleasure flaring up everytime he bottomed out, his pointed head even starting to pry her cervix open.  She could feel his thundering heartbeat under her hooves, felt his cock quiver deep inside her, his dominating presence overwhelming all her sense. Her teary gaze found his unrelenting stare, she could feel his savage need behind his eyes. His need for her. It was as scary as it was exciting.

“Don’t forget,” Trixie called over the sound of their mating. “you only need to ask and I’ll stop him.” She hummed, looking under them. “And from the way his balls are twitching I would say you only have a few more seconds to decide if you want to be his little broodmare or not.” They both shuddered at her words, the minotaur snorting in anticipation, Fluttershy squeaking in fear. “Tick tock.”

The bull began to bring her down with a new passion, his eyes shining at the prospect of breeding this beautiful mare. Fluttershy cried out as a particularly rough shove rocked her frame, a sharp stinging ache coming from her nethers. With a start she realized she could feel the minotaur’s thighs pressing against her rump, his overfilled balls bumping heavily on her ass. She had somehow managed to take him to the hilt, his cock completely sheathed into her. Disbelieving she stared at her own belly, her eyes going wide as she saw the shape of his tip bulging out under her coat, deeper than before. Then she understood: the tapered end of his penis had barged through her cervix. He was in her womb.

The minotaur roared in victory, throwing his head back and bellowing without restraint. Fluttershy inhaled sharply as she felt his balls jump against her rump, his long shaft quivering and becoming even larger. He was coming, he was coming directly into her womb. A virile minotaur was about to fill her with his seed, a member of a species known for their fertility and ability to impregnate other races with their own young. She was about to be knocked up, heat or no heat, she was sure of it. And she loved it. She closed her eyes, waiting for it to begin.

With a mighty battlecry the bull’s cock jerked powerfully, making her whole body shake. She screamed with him as her womb was suddenly bathed in a torrent of thick cum, his cock still embedded deep inside her. She caressed her bulging belly, moaning as his warmth spread inside, the tip of his cock perfectly recognizable under her coat. Her hoof could feel the blasts of potent seed spraying her internal walls, filling her poor little womb. The minotaur growled as he felt trickles of spunk dribbling around his shaft, his mate unable to contain his whole production. Grunting he humped into her, packing one last burst of seed in her womb, then he quickly withdrew his spurting length, letting her cervix seal most of his ejaculation inside.

Fluttershy yelped as the bull quickly filled her pussy with more cum, before his mighty cock completely popped out of her. She was instantly showered with a burst of spunk, thick ropes of lumpy seed clinging to her coat. She squealed in pleasure, the thought of being dominated in such a bestial way making her whole body shudder. He kept on marking his territory until she was thoroughly covered, then the bull snorted and suddenly threw her backwards. Fluttershy eeped as she flopped on the bed, landing on her belly. She heard Trixie shout something about making a mess, but her attention was quickly diverted to the sensation of warm gooey spunk landing all over her back.

The minotaur loomed over her, one hand holding her leash and pressing her head into the soft covers, while the other held his spurting length. He aimed at her soft plushy rump, her tail, her wings, her whole back, her mane… Her everything was covered in his abundant seed. The potent scent permeated her body and mind, everything becoming white and musky. He slapped his length on her ass, trying to milk his release to the end, but even a minotaur had his limits. She felt the last weaker spurts land on the small of her back, warm and heavy, then the minotaur finally stopped pressing her muzzle into the bed. She threw her head back, inhaling deeply, her eyes watering from the pungent smell. She could feel his spunk oozing all over her, her womb sloshing with his baby batter, she had been completely conquered. She collapsed on the bed with a contented sigh, too tired to react when the caravan was bathed in green light.

“Trixie is going to kill you.”

Fluttershy’s eyes fluttered to her side, staring at Trixie’s enraged face. The unicorn was covered in splashes of white, as was  the bed, the wall, the window… It looked like somepony had thrown a bundle of fireworks into a bucket of paint, making an incredible mess. Trixie’s leather outfit was dripping with minotaur spunk, but it seemed the unicorn was mostly annoyed at the state of her mane, gooey strands oozing from the silver hairs. 

“It will take hours to clean this up you idiot! Trixie is going to tan your hide until… what are you doing?”

Fluttershy looked back sleepily, wondering why Trixie was looking alarmed. She was startled to find that the minotaur was gone, replaced by Loneling. The changeling was clambering on top of the bed, his ovipositor hard and throbbing. But what was really alarming was the fact that Loneling’s eyes were shining green, his face blank, like he wasn’t even conscious. She didn’t have the strength to protest as the changeling plunged with cock between her thighs, nor could she really do anything as his length careened into her sloppy cunt.

“Stop that!” Trixie snapped, her whip cracking on his carapaced back. “You’ve had enough!” Loneling didn’t respond, his hips beginning to thrust into her jerkily. “I swear Trixie is going to… HEY! I said no Eggs!”

Fluttesrhy’s eyes widened as she saw something begin to travel down Loneling’s transparent shaft. It was big, almost the size of a hoofball, with a dark green solid shell. Everytime Loneling humped into her the egg traveled closer to its goal, making his ovipositor expand. There was no way she could fit that thing inside her. Whimpering, Fluttershy tried to crawl away, but Loneling followed, still thrusting, the bulge nearing her entrance. 

Trixie eyed the egg warily, biting her lips. It was much bigger than the ones she had been filled with, its shell obviously solid instead of soft like her own. She was also unnerved by Loneling’s weird behavior, the changeling staring ahead like he was sleep walking… or possessed. She was torn between wanting to shove him off Fluttershy, saving the poor mare from being stuffed like a turkey, or let nature run its course. She knew that pushing him away would condemn the egg to perish, since it needed to be laid into a pony. She certainly didn’t have any more room to accommodate it and lest she grabbed a pony off the street to act as a conduit the little changeling inside would waste away. Trixie looked at Fluttershy’s face, trying to decide what to do. The pegasus was clearly scared out of her wits…. Yet the corners of her mouth twitched, like she was almost smiling. Trixie frowned, realizing Fluttershy had not once asked for her help, or used the safe word. She couldn’t be looking for this, could she?

Fluttershy squealed when the egg reached her pussy, the bulge pressing against her, trying to slip inside. Her mind was rebelling against the idea of such a huge thing fitting inside her, but at the same time she couldn’t wait to feel it stretching her cunt. She thought about the promise of a baby changeling growing in her belly, weighting it against the inevitable pain she was about to go through, and she made her decision.  She arched her back, raising her rump and gave an experimental shove backwards. She grit her teeth as the egg spread her folds, but failed to penetrate. She shuffled her legs apart, trying to spread herself as much as she could, then she pushed back once more.

She cried out as Loneling suddenly grabbed her hips none too gently, his hips drawing back. She felt his length slowly pull out of her sloppy cunt, until only his flared head remained inside. The egg took the occasion to travel farther up his shaft, stopping at her folds once more. Then the changeling humped into her, making her yelp. Loneling began to thrust his bulging shaft into her, trying to shove the egg inside. Everytime she rammed his cock forward the bulge pressed against her clit, making her see stars, his flare quivering inside her tunnel. She was starting to think it would never fit, when a familiar soothing aura began to run over her nethers.

“Shhh, let me help.” Trixie cooed, leaning over, her horn glowing. “Don’t worry my little pet, everything will be fine.”

Her magic began to gently pry her folds apart, relaxing her taunt lips until the egg began to slip inside. Trixie murmured encouragements, her hoof finding hers, holding it in support. Fluttershy moaned as her pussy widened, accepting the enormous intruder. Suddenly Loneling hissed and threw his hips forward with all his considerable strength. The egg plunged inside, traveling all the way to her deepest barrier in one go. Fluttershy almost fainted from the pain and pleasure, but the sensation of having her cervix pried open by the changeling’s strange flare kept her awake. She let out a series of high pitched squeals, her wings fluttering against the changeling’s stomach as her womb was breached. Loneling grunted as he ground his hips against her generous rump, pushing his length as deep as he could, then it finally happened.

With an audible slosh of displaced fluids the egg popped into her overstuffed womb, softly landing against her internal walls. Fluttershy was racked with another orgasm, but she was too tired to do anything more than let her body seize, her limbs tensig around her. Loneling’s cock jerked again as his flare closed, spurts of thick binding jelly sealing Fluttershy’s womb closed, protecting the precious egg inside. Once he was sure his job was done, the changeling suddenly collapsed on top of his mate, his eyes no longer shining. 

The last sensation Fluttershy felt was his softening cock slipping out of her cunt, leaving a trail of changeling spunk in its wake. She heard Trixie say something that sounded like “Good girl.”, then she was over taken by darkness.



******************* 




“Wow…” 

Mercy and Twilight stared at the blank magical screen, their mouths open in stupor. The alicorn’s horn flared, canceling the spell, her brain trying to process what she had seen today. She was failing miserably.

“Wow,” Mercy repeated, gulping. “That was kinda brutal, even for my standards.” She patted the shaking pile of blankets at her side. “Are you okay?”

“Yes…” came the muffled answer. “Trixie took care of me after… that.” She whimpered. “I was kind of sore for a few days…”

“I bet you were.” Mercy whistled, impressed. “Frankly I don’t even know if I could have ridden that minotaur like you did, not to mention that huge egg.” She smiled proudly. “You took it like a champ!”

“The egg!” Twilight startled them both with her cry. The alicorn zipped over to them, her magic throwing Fluttershy’s blanket off her. Mercy snapped angrily (“Oy!”), Fluttershy squeaked like a mouse, but that didn’t stop Twilight from using her magic to prod at the slight bump in her belly. “Please don’t tell me…” She winced when her magical scan hit a barrier, a terrifyingly familiar green aura flaring up around Fluttershy’s belly. “No…”

“What the hay do you think you’re doing?” Mercy fumed, hugging the Fluttershy defensively. Her wings flared in an intimidating display, her hooves cradling the shivering pegasus.

“Fluttershy…” Twilight ignored Mercy completely, her words rushed and desperate. “The egg… It’s… Please don’t…” She seemed to be at a loss for words. “Why didn’t you say anything?”

“Sorry…” She murmured, blushing shamefully. “I’m sorry Twilight, but I know how much you dislike changelings after your brother’s wedding… I was scared, I didn’t know how you were going to react…”

“But why hide it from us all?”

“I told Rarity… She realized something was off as soon as she saw me.” Fluttershy mumbled, her cheeks scarlet. She hesitated, then added in a soft whisper, “She told me not to tell anypony, especially you…”

“But why!” Twilight fumed, then a nibbling doubt began to eat at her mind. “Did Drone D20-2001…”

“Loneling!” Mercy interrupted hotly.

“… did he say anything special about the egg he put inside you?” Twilight insisted, her mane starting to go wild. Her eyes twitched as her friend avoided her gaze, fidgeting with her hooves.

“Hmm… maybe…” Fluttershy mumbled, tapping her hooves together.

“What?” Twilight pressed, leaning closer. She had the presence not to come any closer, straying out of reach from Sweet Mercy’s hooves, the police mare still glaring at her. “Please, tell me!”

“Well…” Fluttershy gulped, recoiling into Mercy’s embrace. “He told me that when changelings lose their queen, very rarely, under very specific circumstances, a very few of them are able to… hmmm… produce a certain type of egg. Like bees, or some species of ants...” She cleared her voice, her hooves caressing her belly instinctually. “Loneling told me he had no idea he could even do it, it was a one in a million chance really, it has never happened to anypony in his hive before and…” She whimpered as Twilight’s wings quivered in agitation. “Loneling didn’t mean to do it… He said that my love was so pure and my… lust so strong that it made him produce it, then his instincts took over…”

“What. Is. It.” Twilight growled, already dreading the answer.

“…” Fluttershy mumbled something, much too low for Mercy or Twilight to hear.

“What’s was that dear?” Mercy asked, tilting her head. 

Fluttershy repeated herself and this time Mercy’s eyes went wide, her head jerking back in surprise.

“What!” Twilight pressed, looking from Fluttershy to the astonished police mare. “What did she say?”

“She said it was…” Mercy cleared her throat, looking at Twilight carefully. Her wings slowly closed around Fluttershy’s belly, holding her protectively. “She said it was…”

“Not ’it'. She.” Fluttershy corrected softly, eyeing her friend carefully. “Newt. Her name is Newt…”

“Wha…”

“And she’s a changeling queen.”