> Equestria Under (the) Cover(s)
>  by Damaged
> --------------------------------------------------------------------------

> 45 - Exploration
> --------------------------------------------------------------------------



Warning: Contains sex between two ponies, one of which shapechanges from a female changeling drone to a male half-changeling-half-lunar-unicorn. Contains oral sex and penetration. Delicious delicious penetration.



Penny woke slowly, Stick was already roused but stayed close to her on the little cot they had been sleeping on. A kiss landed on the lunar unicorn's nose and she giggled sleepily. "It's a new day, the new guards are here and, apparently, we have been told we can return to our quarters. Some interesting things happened."

The sleepy mare looked at the changeling with an implied question that she soon put to words. "Must have been pretty big. Bigger than Shining Armor waking?"

"The shadows, shadow ponies, have stood down their attacks and will be meeting with the princesses." Stick's words got Penny awake rather quickly, only for her belly to rumble. "But first, before the empire can find peace again, my mare needs her breakfast."

Penny nuzzled back at the observation but didn't fight it. "Where?"

"There is a nice little place in the city, so I am told. A lot of guards go there when off duty." Stick got up and stretched, soon having Penny follow suit. "Ugh and we both need a good bath. What order would you think?"

"Bath first, then food, then snuggles." Penny ticked off the three things on one hoof, not even questioning logic about such things anymore.

"I love a mare who has her priorities sorted out." The changeling nuzzled and nipped at Penny, getting a happy little shudder from her and a nuzzle back.

The pair of enamored mares left the guards to their job and wandered the castle halls back to their own rooms. "No more of these, you need to work on getting rid of them again." Penny nosed at one of Stick's hooves as it lifted into the bath. "I like my mare whole and snuggly."

The statement of preference had Stick giggling as her horn lit up, lifting Penny into the tub with her. "Well, we can start right now." Stick's mental touch reached for Penny and found the mare, getting a shudder from her.

"Mmm, well, what would my queen be wanting of her servant today?" Penny turned to Stick, lowering her eyes with modesty.

Ever prepared for some play, Stick sat a little straighter and gestured to her own tail. "Start on my tail, work forward, little snack." She exerted more force in the mental bite, feeling as Penny relaxed.

The lunar pony trembled a touch as she reached for the brush, holding it between teeth that trembled in anticipation. Using her magic sparingly, she brought over some products and started to work on Stick's tail.

With the changeling sitting as she was, it meant Penny had to lay down in the shallow water, her snout moving along that green hair again and again. 'If I keep this up,' she thought, 'I will start to get turned on whenever I smell shampoo.'

Stick sat impassive, at least physically. She adjusted her focus along Penny's emotions, it was felt not unlike teeth working at a chew toy. Penny gave a little whine. The sound got Stick's attention and she looked back at the mare but there wasn't even the slightest hint that her partner would go for the safe word.

"You know, my little mouthful, I wonder if this side of me is more 'changeling' than 'me'?"

Penny lifted her head from her task, suds having gathered around her snout. "You are a changeling, my queen, if this is 'changeling' then it is also 'you'." She looked up to her marefriend, the fun little role-play they shared not broken by the conversation. Penny reached to the mare's wings and started gently working them in her mouth, careful of sharp teeth.

The changeling lifted each wing obligingly, unable to stop from giving a happy sound at the continued pampering. "You are a clever little mare, nibble, I think it is time you had some cleaning done too." Stick, keeping in character, used her magic to lift another brush over and start scrubbing Penny.

Working together, Penny squirming every now and again in her tight mental grip, they slowly began to get clean. It wasn't until Stick had the unicorn on her back, with a brush working over more tender parts than the changeling abruptly let go of both brush and metaphysical throat. "Penny…" She inhaled deeply, a little smile curling her lips.

This confused the distracted Penny, her friend breaking the rules. "What's the matter Stick, do you need to use the safe word?"

Stick shook her head but leaned down, inhaling more to verify. The grin widened. "No wonder you were taking to that attention so much. Penny, you are in estrus."

With her back legs parted, Penny had such a silly look on her face. Her emotions and thoughts were thrown to turmoil. Heat? She was in heat? It didn't feel like it, she wanted to snuggle a little more than usual but not… well, maybe? "I… what does that mean, for us…"

The changeling flopped down into the tub beside Penny, nuzzling the other mare's belly, working up to her chest, neck and finally her mouth. "It means, we do whatever you want."

Penny looked up into Stick's eyes. "Should I want to… well, breed? I just want to snuggle more."

"Do you want to? You seem more adventurous of late, particularly when I work you right up, but I won't do anything with you, distracted and in my grip, that you don't agree to right now. So tell me, my snack, do you want to?"

Penny nuzzled and kissed Stick's searching lips. She let her thoughts explore her feelings, it was certainly a turmoil. "One of the guards asked if we needed a stud…" Penny blushed hotly. "I guess this is why he asked."

"Evasion gets you two kisses." With the words, Stick kissed Penny on the nose twice, the second making the mare sneeze adorably.

"Not fair I… I don't know what I want. I promised Luna…"

"Forget Luna, her will doesn't enter into this. It is your body, she gave it as a gift." Stick kissed that nose again and got a more violent sneeze from the mare. She really must play with Penny on her back more often. "This is you, me and some bath water here, princesses be damned if they want to tell my mare what she does and doesn't do in our bedroom."

Penny blinked up at the changeling, smiling. "If the mood is right, if I don't freak out and yell our safe word at the top of my lungs…"

Stick waited for the mare to finish.

"Go for it. It would be silly not to try something new, at least once. Especially once."

Stick closed her eyes, took a deep breath and savored the moment. She leaned down and kissed her mare again, a deep searching kiss, working her tongue past the other mare's lips. She could almost taste the last meal she had fed her, she could certainly work her tongue around and probe each and every sharp tooth within the mare's mouth. Drawing back slowly, Stick let Penny suck her tongue until at the last moment it was free. 

"If this might only be once, I am going to make sure it is done right." Stick nuzzled at Penny's chin, the recumbent mare looking down her belly as Stick went further and further down.

"I thought you were going to…" Penny began to ask what her mate was up to but no sooner did she get to the pertinent parts of the question than Stick reached some other pertinent parts. Her little udder was tight and tucked up between her legs, that didn't make it any less sensitive when Stick began to nuzzle and lick at it, changing from one side to the other, nosing and even giving a fake suckle at her small teats. 

These were all things Stick had done with Penny before. The unicorn knew well how devious Stick was with her mouth. Stick, however, had new plans. She had practiced the new form, quite a bit. She had spent time with a mirror, planning out every curve and line. She knew it well enough that, calling her fire over her form, Stick pulled the shape over herself like a cloak. The hit of hormones, male hormones, almost swayed the changeling to get a little overexcited. "I am going to show my mate how much I adore her, how much I love what she does with me and how much I am willing to do to make her happy." Stick used her magic, a glowing horn, perfect and without holes.

Penny arched her back as both her teats were surrounded with mouths, she threw her head back on the bed and moaned as she felt a third start to nuzzle and nibble around her mound. She recognized Stick's style, focused like a grazing animal, working around her winking, sensitive flesh. The two mouths continued to suckle and drive her crazy, she managed to get enough control to look down. Stick's magic hung heavy over her back-half, focused around her udder. Watching as the changeling ate her out, dipping that clever tongue down into her, then circling her mons. It looked so hot to the mare that she didn't notice the changes in Stick at first. Her mane and tail were the same, but instead of a carapace she had fur. She looked a little more solid in her frame, it didn't ring of 'stallion' but Penny didn't have to guess hard to work out that was why she changed.

Stick noticed her watcher and tilted her muzzle, looking up at the face of her mate. Lifting her muzzle from Penny's nether-lips, she gazed up that delicious body, into the deep eyes. Her magic shifted, Stick refocusing and bringing it down to Penny's entrance. Part of her magic rested against her, ripples running through it. "My mare, you look hungry." Stick used her magic to start to probe, press and gently tease at Penny.

She had tried to answer, tried to tell Stick that she was feeling a little more 'hungry' than normal, when the changeling began that probing and Penny could only pant in time with the magical pulsing. 

"Very hungry I think. Still not quite ready though, maybe I should try something else?" Stick started to nuzzle back up, finding Penny's teats again and settling on one. As she sucked on the nub she reached into Penny, reached in and drank. 

The feel of Stick sucking at her, in two very intimate ways, had Penny's head thrown back again, hooves kicking weakly in the air as she moaned. It was almost instinctive now, that when Stick fed she would channel, but Penny couldn't dredge up any magic right then and so Stick fed in a much more personal way. Settling her head there a moment, the changeling kept nursing, drinking Penny's lust and generating a whole lot more at the same time. She did shift her body once, though, this was every bit as exciting for the changeling as it was for her mate. "There, I think you are ready." Stick began to crawl up Penny's body, her chest resting against the unicorn's belly when her shaft first pressed in to the lunar pony's thigh.

Penny was still giving soft whimpers, the magic still keeping her motor going, when the touch of the foreign, new thing was first felt. Inside there was a cry of a human voice, a male human voice, telling her how bad it was to be 'gay'. She ignored it, it was easier to ignore the negative emotion, her brain had backup in the fight, her heart. Penny's body surged with hormones, they rushed through her as her physical self was well prepared. Stick adjusted herself with her magic, leaving Penny's entrance open and ready as she pushed forward.

All the fight, all the struggle, all the times that voice had told her this was 'bad' and 'gay', it all slid away, thrust from Penny's mind as the flared tip of her lover pressed against her unguarded, wet slit.  Stick stopped, right there. "Tell me to take you." The words cut through Penny's lust-fogged brain. "Tell me, Penny, that you want me."

The mare looked down. There was a stallion atop her, their shaft so close to being in her that it could almost already be counted as penetration. She looked up at this more dominant Stick. "Take me and I will love you forever." She meant it, Penny couldn't think of any other words to say and, as Stick worked her body up, the flared tip breaching Penny's mound and pushing deep, she couldn't think of anything at all.

Stick took it slow, she had made sure her mare was as wet as she could get her without pushing her lover right over the edge, and now they both reaped the rewards. Bracing her back-hooves, Stick gripped at her mate and pulled down with her front as she pushed forward. Deeper and deeper she sank, that big stallion shaft quickly reaching the medial ring and then Penny's gripping depths swallowed that too. 

Penny's eyes were closed, she had stretched herself out as long as she could and given herself to Stick. But just as that thicker ring around the changeling's shaft was in, Stick pulled back. Penny's eyes flew open. Being filled by her lover had felt better than anything, being empty after she pulled back was horrible.

"More?" Stick's question was a struggle for the shapechanged mare, everything apart from driving herself deep into Penny was a struggle. She watched as the unicorn managed to work out what she was asking and, with a little, failed attempt at speech, Penny finally just nodded, smiling.

Stick pushed into her again, and again, and again. Each cycling thrust robbed Penny of more of her ability to think, of any desire to be anywhere but under her mate. She moaned, she whimpered, she cried out in glorious pleasure and she even cried. Stick kept her pace slow and steady and it eroded Penny's thoughts down to just love.

There was a building pressure with each thrust. Stick felt it most keenly when her body bottomed out in Penny and she felt the mare wince. The second time it happened Penny pushed harder, then again. Stick couldn't believe how hot it felt, to fill her up so full there was simply no more room.

Penny focused on that tiny bit of pain. It was barely anything, but at that time a little pain was just another intense sensation for her sex-drenched senses to absorb. She bucked, she humped, she even tried to pull on Stick's body to get her lover deeper. But it was something that couldn't happen.

The orgasm crept up on both of them. Penny was first, however. Her mind pushed beyond reason, she bucked and clamped down hard on the pony-spear inside her and, when the flood of release washed through her she cried out loudly for a fraction of a second, a dark black hoof stuffing in her mouth. In her haze, Penny closed her eyes and sucked on Stick's hoof as though it was her lover's shaft. Of course, the swell of magic that raised within her went unnoticed, particularly when the gripping passage broke Stick's attempts to fight off her own orgasm.

It was like Stick grew inside her, her shaft swelling up rapidly and then a second orgasm, triggered by the hot rush of magic and seed, left the lunar mare whimpering and tossing her head at the intense feelings. The little voice inside, it tried to tell her that feeling this good was wrong, bad. It was a lost fight.

Time passed, They were still connected and Penny felt every twitch and squirm her lover made. It felt so good now, 'too good', the voice inside insisted. Penny ignored that voice even more now.

Penny was past the gasping, breathlessness. Stick had held her tight through that, keeping her safe and snuggled close.

"That… wasn't as terrible as I thought it would be." Penny rubbed her cheek against the changeling, now once more a mare. "I was so scared, I thought it was meant to hurt, the first time?"

Stick laughed at this and shook her head. "I don't know what you heard, or did, as a human, but here there should never be pain."

Penny blushed a little. "Did as a human?" She booped Stick on the nose playfully. "Silly changeling, you were my first."

Stick looked absolutely shocked. "First… but, I thought you meant first here… like 'first' first? Ever?" Penny nodded and kissed her partner. "Well, how was I?"

Penny shook her head. "Best I have had so far."

This earned a kiss on the nose that had the lunar unicorn laughing happily before something occurred to her. "I might have a foal, from this." She didn't sound sad, to Stick's delight.

"We might."

"'Might?'" Stick tilted her head and gave her hips a wriggle. Penny only moaned in reply and ended up getting kissed again. "How about this time we do it the pony way?"

It was hard to focus on words, but Stick seemed to make herself known to the slightly addled mare. "Pony way?"

Stick moved, she pulled down and up and Penny moaned loudly as she was very suddenly empty. "Yes, pony way. On the floor or bed, but you need to be on your feet."

This had Penny moving, she rolled, getting wobbly legs under her. There was still the big towel on the bed that they used to protect it, but she could feel her lover's seed slide down one of her legs. It made Penny feel so very dirty, in a very, very good way.

"See? And everypony said you can't train a pony to do what you want them to." Stick leaned in and licked her mate's thigh clean, at least of the biggest runnel.

"Train? What do-" Penny looked over her shoulder just in time to see a grinning Stick mount her. Something about the feel of her mate's chest sliding up her rump drove Penny to a whole new level of need. Her tail pushed instinctively to the side.

"Yes, train. Admit it, my delicious snack, you offer yourself to me in every way you can. Do not fret though, your wanton display pleases your queen." Penny had been about to contradict Stick's teasing when, with a touch of magical guidance, Stick found her oversensitive passage. Penny could push back properly this time, and she did. She felt Stick work further up her back and she could only moan and clutch at the thick pony shaft, eyes closed as she tried so desperately to tell her mate that she loved her. It came out in grunts, in pants, in moans, but Stick didn't need to hear the words, she felt every bit of it.

Their lovemaking was shorter, more frantic, but no less loving. Stick could feel her end coming on quickly and, without even thinking about it, leaned in and clamped her fangs at Penny's neck. The mare under her bucked hard, shifting and even kicking in struggle as Stick held on and, with an extra stretch, leaned into Penny metaphysically, drinking from her as both of them climaxed.

The world shook for each. Penny could feel both trapped and honored, her mate holding her with every intent to control her, force her to feel even more. It worked so very well that Penny almost blacked out. When the rushing torrent of seed began to pump deep into her, magic welled up between them and exploded inside the mare.

Stick bit harder, her body shuddering and bucking, she had no real control over either of them, least of all herself. She was washed in Penny's love and lust, it soaked her in a way that not a single non-changeling could understand. Her own mind fled for a bit as she just held on and rode out both orgasm and mare.

The pair crashed when Penny's legs gave out. Stick let go of Penny's neck, fearing to harm her in the fall. As they lay there, Stick let her flames take her 'male' form away. It was an odd sensation for Penny, particularly since that flame actually rushed inside her and robbed her of her fullness. At least, the fullness from the shaft, she still had a belly full of Stick's 'love'. "You were smaller that time." Penny nosed at Stick, who blushed. "You were I… what is so funny?"

Stick had broken to giggles, falling to her side in the bed and then onto her back to roll a little in place.

"What? What's gotten into you?" Penny poked at Stick's side, getting a laugh and a return poke from one of the changeling's hooves. "Okay, that was a bad question, and I am sure you have a terrible reply, so lets just assume all is said and done and go get food."

This was very agreeable to Stick, who, with one last squirm on the bed jumped up and to her hooves but, when Penny made to get dressed, she quickly led her partner off to the bath. "New to being a mare, my mare, does not exempt you from cleanliness."

Penny blushed all the way as she was shown, for a second time since coming to Equestria, how to take care of her body's needs.

Clean, dressed in a shawl, Penny made to lift her bags on to her back but Stick lifted them back. "Not today, today is relaxation, just my mare and me."

This earned the changeling a kiss on the cheek and with high moods they made their way from their room and the castle.

"Penny, Stick. Good to see you." It was Sharp, the stallion having found some rest the previous night, now back at work in less magic-focused things. "Going out for a walk?"

Stick nosed at Penny's jaw and nodded. "My mare needs some food, as do I."

The phrase, as it was spoken, got a nod from Sharp but an odd look from the other guard. "I thought changelings fed off ponies?" He had spoken without meaning to, the relaxed chatter from the more experienced Sharp having derailed his normally stoic demeanor. 

"I do. When Penny eats a meal, I eat from her." Stick's reply seemed satisfactory to the stallion, but now that they were talking, more questions tumbled out.

"Does it hurt?"

Sharp laughed and shook his head. "I am told she fed lightly from me, with permission." He was quick to defend Stick's action. "Didn't feel a thing. Might be different if she really drank though…"

Penny remembered what the rogue changelings had done, suddenly wondering if Stick would have even tried her own mental fangs if she hadn't had that happen. "It can hurt, if they are mean about it. Stick would never do anything to hurt me, or anypony."

This got a happy nod from the younger guard, but a raised eyebrow from Sharp. The stallion had of course seen Stick defend Shining.

"Oh." Stick quickly turned the conversation back to their present mission. "Either of you know where two mares could find somewhere to eat that is nice? Bonus points if they serve fish."

"Nowhere serves meat." Sharp shook his head, as if that were a silly idea anyway. "But the Crystal Cabin does a great spread for lunch, you should be right on time for that if you don't hurry too much."

Penny grinned, the name of the place springing back up as where she had been told to go by another guard. Just as she was about to thank him, Stick replied. "Then my mare will soon be there. You off duty soon?"

Sharp nodded and gestured to the other stallion. "After Cadance took your books back, I don't really have anything pressing, after lunch we are both off."

This reminded Stick of the books and her cut-short learning from them. She had worked out two spells, but adapting unicorn spells to changeling magic was annoying and a slow process.

"We may linger there, if you want to drop by and chat. I need ideas for a few things to buy my mare." Stick's words got a little jolt from Penny. Before the unicorn could complain Sharp nodded.

"Of course, being around you two is certainly a full time job for one guard, and never boring." The words seemed of interest to Stick, but she was clever enough to hide her thoughts and instead lifted one hoof, bearing a single hole, to clop it against the guard's. 

"See you after I have stuffed Penny's belly!" Stick grinned and turned.

"Sometimes," Penny began, as they were walking off, "I really hate you… damn that was terrible." 
> 70 - Gossip
> --------------------------------------------------------------------------

Penny woke, warm and snuggled. The sensation of a third pony in her bed was a mild surprise, until her mind worked properly and she remembered. She was pressed between the pair, her changeling mate on one side and her best friend on the other. It had been shaky at first, trying to work out who or what might happen, but in the end they had just cuddled and curled up together.

She had time before the pair woke, it seemed. She wouldn't move and disturb them, either of them. But she got an idea. Starting with the smallest trickle, Penny began to channel. She had to focus her thoughts, she didn't want to exclude her feelings for either in this. Her devotion and love for Stick, everything about the changeling made the joy inside the lunar mare just burst and fizz. She looked over to Hay. It was a new experience, this love for her. It was young, untempered by the experiences she had been through with Stick. 

Slowly, she fed her magic through the emotions, letting it bait the hook. Stick stirred first and Penny felt her, still wrapped in whatever dream her lover was experiencing, reach out with her mental bite and latch on. Penny loved it when she was a little rough, like this, she wasn't really sure why, but it just felt good to her.

Hay took more, she wasn't experienced in feeding, and it hadn't become a full instinct for her. But after a little more energy was expelled Penny felt a matching grip from the other mare, although hers felt completely different. There was no sharp fangs, no grip, Hay just fed like a filly would suck a milkshake through a straw.

Penny closed her eyes, feeling absolutely serene in the moment, letting her two closest friends, one of them her lover, enjoy her gift.

She hadn't felt when Stick woke but she did when Hay did. The mare opened her eyes wide, jerked a little and almost let go of Penny. There was a little instinct there, the lunar mare noted. "Good morning." Penny didn't open her eyes still, knowing that both the other mares were awake.

"You." Stick leaned in and set her physical mouth to work with kisses. It took a few before she came up for air. "Really know how to wake a changeling up."

Hay nodded, pressing her head down on Penny's back. There was some whispering going on and Penny felt her ears swing around and try to focus on it.

"I might just duck out, I want to visit mom today. She must be in quite a state." Hay stretched, her grip on Penny's emotions softening and finally, with a deep sigh from the mare, releasing.

Penny tried to get up, to wish the mare well on her trip when a voice behind her, deeper than usual, gave a little growl. Penny turned to see the oddest thing, it looked like a mix between a gryphon and a lunar pony. Big bat wings and a beak the first features the unicorn noticed. "Rrrr, come 'ere my filly." Penny giggled as Stick-the-hippogriff pinned her down. 

The mare squirmed under Stick. "No! Oh you vile beast, unhoof me!" Penny couldn't stop a tiny giggle, she was no actor but a playful Stick was, apparently, the best of motivation.

Wings flared wide above Penny and she managed to scoot out from under Stick only to look back in wonder. She looked amazing. Her beak partially opened, wings spread above her 'prey'. A tremble of excitement ran through Penny as she managed to get her hooves under her and turn. "I must get away before I am savaged!"

She got exactly two steps, barely off the bed, before Stick was atop her. The struggle in her intended 'victim' was every bit as 'token' as the worst of naughty books would imply and Penny could feel Stick's excitement. Claws gripped around her midsection, grabbing careful of their foal, but quite secure nonetheless.

"I have you now!" Stick bore her weight down instinctively, forcing Penny's front legs to fold under her and the mare's rump to be pressed firmly into the hippogriff's groin. Penny could feel the heavy shaft, growing bigger by the moment, feeling so very big as it stretched up her back. 

A shudder ran through the unicorn and she turned her head away, eyes closed. "Do your worst, beast, I will not be swayed!"

Stick snapped at Penny's neck with her beak, not breaking skin but getting a good grab of mane. Pulling back, using her magic to line up just right with Penny, Stick set the length, shaped like a pony shaft, right against her mate's damp slit. There was no contemplation in either of them for how ready Penny was, they were each too caught up in their game and the pleasure. As the hefty bell-end started to press inwards, Penny's mouth opened in a silent moan, eyes screwed shut as the larger than normal shaft drove down.

Penny whimpered a little, Stick worried a moment she may have gone too far until the mare's voice gasped. "Never… break… me… monster…" The game was still ahoof and Stick arched her wings down and around Penny, darkening the mare's world as she tried to get all of herself into her in the first stroke. The medial ring was the tough bit, but just as Stick was about to back up and try and shove past it Penny bucked her flank up. Stick's beak was gasping and wide, the thick griffon tongue hanging out to one side, her mate had stolen her breath and thought for a moment, and the changeling adored it.

Lost in her own, overstuffed world, Penny was still hungry for all the changeling would give her and, as she started to get used to having the big shape inside, tried to quip another line. It took three goes but at last she settled her vocal cords enough. "I won't give in… you can't take me fully… my fertile belly cannot be… cannot… oh you can't quicken my womb!" It took a few goes, but Penny admired the struggle as much as her words.

The defiance in the mare under her, fake as it might be, stirred Stick back from her stupor. "You think you can hold me from putting my chicks in you?" Stick grunted and pushed forward, her hips driving more of the big length into Penny until, at last, her thighs found themselves against the mare's rump. It felt good.

It felt so very, very good. Penny stretched out, her rump pressed solidly back against Stick, but her neck tilting so her throat was pressed to the floor, her forelegs splayed out beside her head. "Can't… you won't… oh damn it Stick, get moving, I want to feel you move in me…"

The illusion trembled in Stick's mind, but she could forgive Penny breaking character, particularly in the way she did. "Naughty filly, gonna fill you so far you will leak for a week!" And with the words Stick drew her hips back, pulling, making Penny fight not to be drawn back with her and struggle to create the friction she wanted. It worked right up until the medial ring got stuck. 

Feeling the hefty ring stuck inside her only made Penny more excited, her body trying to push back on its own to reclaim all the shaft. But at her sides Stick's claws had a good hold and she was denied her prize. For a moment.

Stick thrust forward hard, her mind relaxing, letting her body do what it craved. She drove herself deep into the mare again, and again, Penny was trembling and gripping hard to the floor to keep herself from being pushed along with each mighty thrust. Everything was tight and full, each thrust an agony of pleasure that soon had Penny grunting and whimpering alternately with each thrust and withdrawal.

It didn't take them long, Penny seemed to go rigid under Stick, the mare trembling and bucking suddenly as her body took all control or restraint from her. The action gave Stick something she needed, focus. Gripping tighter, she resolved that she would see how many times her mare's world would shake.

Penny felt as if every fiber of her groin, her belly, neck and even her nose was on fire. She pushed her face into the floor to muffle the sound of her deep moan as she gave in to the pleasure. Stick slowed down and although it didn't stop her climax, it did draw it out. Her mind was a little detached, but she could tell Stick hadn't reached her end and, amazingly, was still pounding her.

Again and again the changeling-hippogriff's body drove home, again and again she drew back and bared half her shaft to the air before repeating the cycle. "You will beg to carry my eggs!" She barely got the words out between gasps, her throat was oddly sore considering she hadn't really been vocalizing, herself.

The words brought Penny back to the moment more surely than anything else could. She smiled as that big piece holstered again and again. Her body was still oversensitive from her orgasm and she knew that if Stick didn't get her release soon-

Thinking stopped for the mare, her body barely trembled this time as the pleasure overwhelmed her completely. A low moaning sound started as she clamped down again and again, she needed her mate to finish, to fill her. It was no longer just something she wanted, it was something her body needed to survive.

The added tightness nearly stole Stick's resolve, she knew full well that Penny would be a wreck by now, that the poor mare would be ready to be done with this. But there was one more climax the changeling wanted to gift her with. Pulling back, giving an extra sharp tug, her medial ring pulled free and Stick crowed in true fashion as her length was jerked free completely. Below her, Penny whimpered, her rump still in the air. 

Penny was crushed, she was at a mid-point between release and she really had to have another. She looked back, her eyes barely focusing on the rampant hippogriff behind her. All she could do was whimper needily up at her mate.

Stick almost gave in, almost plunged herself back into that depth. Her mate begged for it, but she had another idea. Stepping forward again, belly pushing up onto Penny's rump, the changeling lined herself up not with the girl's slightly gaping lips, but with her tailhole.

In her haze of need, Penny felt the touch in the different place. It felt odd to her, but another part of her was excited at the thought of it. She trembled, whimpered, but Stick didn't make her mind up for her and, at last, Penny pushed back.

The feeling as her mate started to impale herself in a whole new way sent a shiver of delight through every part of Stick, not the least the hefty tool breaching her mate's sphincter. The changeling that adored dominating her lover, the changeling who liked to cuddle, the changeling that loved to see Penny riding her, they all agreed that this was about the hottest thing ever. Stick began to lean forward.

Eyes wide now, Penny's mouth was open, her tongue stuck in the corner of her lips, her mind not making much sense at all as she felt her love work deeper and deeper, the hefty coating of fluids making the initial entry smooth and the continued spilling of pre-ejaculate making sure the passage was smooth. 

In the end, Stick didn't even get her medial ring in. Her body was overwhelmed not just with how good it felt to be in this even tighter passage, but her mind was on fire with how much trust Penny laid at her hooves. Her hips bucked and a tremble ran through her, her body shoved forward hard and forced the medial ring into Penny's rear. The thrust was joined by another, and then another, then finally Stick's body gave up and climaxed.

Penny was almost serene in this new experience. Her slit was aching to be filled, but she got all the filling she needed in her rear. The sharp force of repeated bucks, the thick medial ring pushing in, it excited her so much that when a hot rush of fluids started to fill her colon, the mare lost herself into her third orgasm. Time itself seemed to stop as she slumped down to the floor. The hippogriff on her back slumped down with her, driving another inch home in the process as they ended up in a pile of twitching, moaning happiness.

It was a long time before either could talk, neither made a move to part themselves from the other. "My ass? Really?"

Penny felt Stick nod on her back. "Such a good mare… you get my butt-chicks." A wing patted the unicorn's shoulder and Penny couldn't help but laugh at the joke. Of course, working her diaphragm meant she felt all that hippogriff shaft shift, and the load it had delivered too. "Ohh, ready to go again already?"

Stick's question drew a grunt from Penny. "Maybe, but you are driving and use the right hole this time… also, clean up first…"

"Of course, my naughty filly." Stick's words made Penny blush, despite everything they had just done.
> 77 & 78 - Agreement and meeting the night
> --------------------------------------------------------------------------



Warning: Contains sex between a pony and a human.



They had a date, it was exactly a month and a half. Penny had to breathe deeply, a month and a half and she would get to tell the whole of Equestria how she felt about Hay and Stick. 

"You would make Chrysalis drunk with how much love you are radiating." Stick nuzzled Penny's cheek. The three were walking back to the school, taking their time.

Penny kissed the mare back for the words. "I wouldn't want her anywhere near me. She doesn't seem like a nice pony…"

There was a glimmer of blackness, dark magic tingling in the night air before a human was plopped down in the road ahead of them.

"Whoa, what happened and… are you ponies?" The young woman, wearing a Rainbow Dash '20% cooler' shirt, was getting her feet under her. "Oh wow, you are! It asked where I wanted to be and I said-"

"Equestria." Penny finished for them. "What did you ask to bring?"

They blinked. "Oh, I said if I was in Canterlot, that it wouldn't matter."

Penny lifted her hoof and bopped herself on the head. The human gave a laugh.

"What are we going to do with her?" Stick gestured to the human who was not dressed for the evening, nor prepared in any way to deal with their new life.

"We should take her up to the palace, Luna will know what to do." Hay reached out a hoof to the suddenly surprised human. "I am Hay Cart, nice to meet you… uh…"

The human leaned down, trying to whisper without being overheard. "You know they are a changeling, right?" When Hay nodded the woman looked a little more confused, but she shrugged and stood straight again. "My name is Jenny, well, Genevieve, but everyone calls me Jen or Jenny." 

Penny raised her hoof and offered a shake.

"Where are you all going, tonight?" Jenny looked around the city. "Doesn't seem like there is much to do during the night here."

"We just had dinner." Stick tried to ignore the faux pas. "Were on our way home now, we can take you to the night court, if you like. You really should announce yourself there."

"Night court? Oh, Luna?" Jenny seemed to bounce in a place a little.

Penny lifted a hoof to try and calm her down. "I should warn you. This world is not like the show. On that, they were just characters, living made-up stories. Here it is all very real. If you get overexcited, make a bad impression… well, Princess Luna is one of the leaders of Equestria."

Genevieve squinted a little at Penny. "You speaking from experience?" 

Penny nodded. "I came here about the same way you did, American?" Jen nodded. "Okay, treat Princesses as you would a judge." This advice sobered the woman a bit and she nodded.

"Okay, I guess you never think, watching it, just how much power they have."

"Oh they have plenty of power, but they are kind and nice." Penny started moving, the way to the castle always easy, what with it towering over the rest of the city. "What you do for a crust?"

Jenny stepped along with them. "Artist, you can probably guess what I do." She held her arms away from her torso, showing off the shirt. "Wonder if I can keep doing that here?"

"Probably, you study art? Learn to make inks and things?" Jen nodded to Penny's question. "That will help a ton. There aren't any computers here, no internet, no telephones. Magic can take up some of the slack for the things we don't have, but you don't have the equipment to be able to use that."

"Wait, magic! Oh oh oh!" Jen seemed excited a moment but then slumped. "But I don't have a horn…"

A deep red glow surrounded the human's fingers, gripping them gently. "You have hands. You sort of get to pick one or the other." Penny waved her forehoof in the air. "You probably guessed, but I was a human, a sick one."

Jen was quiet a moment, looking at her glowing fingers being played with in the mare's magic. "Bad huh?" Penny nodded. "Well, I don't want to have to relearn all my tricks again. Hands will have to win out for now." She squeezed down on the magic, holding it like she were holding a hand.

Penny beamed, leading the way to the castle.






Chapter 78






Jenny was in her element, even if she felt the chill of the night. The 'hand' she was holding was a big reassurance. "So how long you been here?"

Penny waved a hoof to the guards they were approaching at the castle. "Honestly? A good few months now, I think. It is a little hard to tell, things just flow so much more when you don't have a whole world at your fingertips…" Penny paused on the word, grinning wryly at the fact that it felt uncomfortable to say. "Landed much the same way you did, although I lucked out a bit and it happened during the day."

"A human, just arrived." Stick had moved forward to talk to the guard.

The unicorn stallion in golden armor nodded. "Taking her to see the court?" At Stick's nod he stood to the side and gestured. "You know the way, go on through and have yourselves announced."

"Thank you!" Stick's overly bubbly mood spilled out on the guard, getting him to smile in response. 
The little group advanced. "You 'know the way'?" Jen looked vaguely impressed.

"I spend more than a little time at court. I don't always have business here, but it is good to get to know ponies, particularly those who run most of the city." Stick's reply made the human look thoughtful.

"Alright, I need to ask, it's burning away at me. In the show, changelings aren't really…"

"Well liked? Nice? Tolerated?" Stick beamed up to the human, destroying all those notions.

"Well, yeah. Chrysalis was all nasty and all the drones that came with her seemed so as well." Jenny was working on trying to remember the episodes that had them.

"That all happened, close enough to how you describe it. But all was not well in her hive, Chrysalis was mean and petty. One of Penny's friends had their parents foalnapped by her, when he went to save the day he found the hive almost in revolution. One of his friends, Princess Fast Change-" Stick was explaining as they walked, but Jen cut her off.

"A new princess? Oh, what is her element?"

Stick snorted. "Her element is her hive. Princess Fast wasn't a princess back then, just a unicorn really good at shapechanging. So good that when Chrysalis tried to regain control of us, Princess Fast stood proud and became a changeling, commanding us to leave." The drone looked besotted. Penny and Hay would have been jealous if they hadn't seen how their mate treated the changeling queen. "She fought so much for us, for everypony, that Princess Celestia announced that she was not a queen, but a princess."

Genevieve had let go of the 'hand' in her own. "Oh wow, that sounds amazing, I wonder if that will be in season six?"

Penny snorted. "Still not out? I was trying to avoid all the spoilers for it. Just be aware, the events in the shows do happen, just try to not be in shot. I think having a human appear suddenly might cause issues for the show."

The human was almost bouncing again, new questions bubbling up. "But then how-"

"We're here, we need to be quiet until called." Stick gestured at a room with a hoof. Inside, Princess Luna was holding court, a guard of lunar pegasi in the room. The four slipped in and Stick moved to the bailiff to discuss their business.

It was a wonder. Jen was actually quiet. But she had reached into the little backpack she wore and pulled out a pad and some charcoal. She was sketching the princess of the night.

"Stick Farthing, Penny Farthing, Hay Cart and Genevieve." The crier announced and the little group stood up and made their way to the front.

Penny looked immediately to a grinning changeling. It wasn't the time to talk about such things but she certainly would grill her lover later.

Luna looked quite pleased at the visit, her eyes drawn straight to Penny. "We see our mare doing well. School progresses for you, Penny Farthing. How agreeable is your time spent there?"

The unicorn in question brightened up. "It is great, I only have the last few symbols left to do, and Giddilee says I will be rising to a rank two on the weights any day now."

The princess looked pleased at this, smiling. "And our foal?"

Penny stepped forward, her dress doing a good job of hiding any bump. She stood just before Luna, standing sideways. A dark-colored hoof reached out and pressed into the fabric of her dress. Penny felt as the princess felt at the small bump she had. Her foal. The idea of the life growing inside her always made Penny smile, it was impossible to feel down when you knew that somepony's life was about to begin all because of you.

"I can feel them." Luna dropped her royal plural in delight.

Penny was relaxed, secure in her belief the Luna would do nothing to harm her or her foal. "She is pregnant?" Jen's voice cut into the experience a little, but Penny didn't begrudge her.

"She is. Who is this human you have brought before us, Penny?" Luna drew her hoof back, but Penny felt the touch continue, the alicorn's horn alight proving who's touch it was.

"This is Genevieve. She arrived here not moments ago. We were on our way home from dinner and she appeared in the street." 

"Genevieve Shardon, ma'am." Jen bowed to Luna, proving that she had taken Penny's warning to heart.

"Welcome to Equestria, Genevieve." Luna lifted a hoof, making the greeting a royal welcome. "Have you any plan for what you would wish to do while here?"

"I do. Penny clued me in about a few things, but I think I would like to try my hand at art." 

"Art? Do you have an example of your work?" Luna seemed quite relaxed and happy, probably not having to deal with petitioners for a little bit helped Jen's case.

The woman blushed and flipped her art-book around. A blue glow enveloped it and Luna lifted it closer. A sudden blush had Luna flicking to the next page quickly. Penny wondered what it was, she had seen what the human had done with her charcoal and it wasn't risque at all. There was a fervent hope that Jen hadn't done any clop-art.

"These are quite excellent, uh, most of them." Luna folded the book closed but Jen tore out the latest one and handed the page back to the alicorn.

"Please, keep this. As a… thanks, for looking over my work." It was Jenny's turn to blush now, the woman realizing just what it would mean to see some of her more adventurous commissions, here in Equestria.

"We would suggest preparing a more, professional, folio if you wish to do further business." Luna accepted the charcoal piece, both delighted and a little concerned at the human's talents. The alicorn turned her attention to Hay. "We hear Penny's family has a new member."

To say the half-changeling looked terrified at the attention was an understatement. Stick moved quickly to press in against Hay. "We do, isn't she the best?" Stick gave Hay's cheek a kiss.

Penny wanted to go and 'save' Hay as well, but Luna was still gently rubbing her side, the mare trembling a moment in indecision before she breathed out and stepped down, away from Luna and to Hay's other side. "We have decided on when the wedding will be. A month and a half from today. You are invited… we still have to organize that part of things."

Hay, with the physical presence of both her marefriends, seemed to grow in confidence, looking up at Luna and smiling. "They mean everything to me."

The Princess of the Night couldn't hold running to protect her mate from distress against Penny, the three looking very much like a wonderful little herd. To the side, though, Jenny looked a little stunned. "Wedding? Married? But you are all mares…" The mix of odd emotions that washed over the human's face was lost on most of the ponies, but Penny giggled at it. 

Luna was the first to react. "While a herd of mares establishing themselves is not common, there is certainly nothing against it. A changeling in the herd apparently relieves everypony involved of needing to seek outside assistance for… things…" Luna blushed a little at her implications, realizing that she may have gone a bit far in explaining things to the human.

"Wait, so you three are getting married?" Jenny looked at Hay, Stick and Penny, getting nods from all three. "And you are pregnant?" Penny nodded happily. "Then who was the stallion?"

The flash of green caught the woman off-balance, Stick's form burning away and leaving a dark, half-changeling lunar unicorn stallion in her place. Which was odd considering the stallion was wearing a dress now. "You over-complicate things, Penny did the same when I first met her… she still does sometimes. Just relax, between magic and friendship, there is nothing that can't be solved." Stick nuzzled a bemused Hay and a suddenly cuddly Penny.

When the changeling looked back at the human, however, she had to look down. Jenny had passed out, cradled almost on the floor in Luna's magic. "We assume that seeing little magics is one thing, but having a changeling transform right before your eyes is another. Does she have somewhere to sleep for the night?"

Hay shrugged. "If she really needs to, I am not using my room at the college. We could help her find somewhere more permanent tomorrow."

Luna found this agreeable. "We will notify the school, please see she gets some rest."

Penny knew the human would be beyond what she could lift, but she radiated a little, feeding energy to Stick and Hay and between the two, the dead-weight of the unconscious human was carried. 

Back at the school, with the human settled into a bed and a blanket pulled up around them, Penny  turned from the sleeping form. "Quite the night." Penny was last to leave the room, closing the door herself. "Now, tell me my pretty ponies, what is it we plan to do tonight?"

Of course, the classic joke was lost on the pair, but although stallion-Stick looked interested, Hay seemed quite drained. Stick noticed the state of her marefriend and nuzzled and guided the half-changeling back to their shared room and into bed. Penny took care to get their dresses neatly put away, turning back to find both her mates fast asleep and snuggled together. Moments later, she was too.





Jenny slept soundly, despite how the beginning of her rest began. Her dreams were filled with ponies as usual, but there was a figure that seemed to watch from the side, every now and again.

"Hay?"

The voice brought the girl out of her sleep and she found herself in a comfortable bed. But the room wasn't empty.

"Hay I… I need to tell you I really like you… but I hear you are getting married to those mares." The male voice sounded a touch bitter and Jen pondered lifting her head. The touch of a hoof to her side, through the covers, did startle the human enough to poke her head up from the bed. "You're not Hay!"

"Who are you?" Jen was shocked. There was a strange stallion in the room who, it seemed, was turning and bolting for the door. The door he had forgotten he had closed!

He hit it so hard that Sablee was out cold.

"You love her that much huh?" Jen reached down and tried to pick up the injured pony. It was a struggle but she managed to manhandle him onto the bed. "Guys are the same no matter where you are, I guess. Chasing what they can't have."

For want of something better to do, Genevieve wrapped herself in a blanket and curled up beside the stallion to sleep.

Jen's dream returned, it was a nice one. The show was playing but instead of watching it on television, she had a square of cardboard taped to her head that she looked through, for some reason. It was confusing, but not as confusing as the second time she woke.

"Hay…" The voice in her ear was soft, loving. Jenny was held tightly, snug in her blanket still but there was a strong chest behind her shoulders and strong legs wrapped around her. 

"'m not Hay." She managed to get some words out, tiredness betraying a very strange feeling. There was something… big, behind her. She wriggled a little and the stallion spooning her seemed to rouse a little, in more ways than one.

"Hay?" He sounded a little confused, Sablee taking a few minutes to return from the dream he had been having, of getting to know Hay Cart very well indeed.

"Not it." Jen turned her head. It felt nice to be cuddled, damned if it didn't. And this stallion was good at cuddling.

This seemed to clear his head and Sablee looked at the human pressed close against himself. "Wait, who are…" The sudden realization that there was a female, cuddled right up against him, and he being more than a little 'rampant' so to speak, had Sablee blushing like crazy.

"Jenny. And you?" Jen didn't know why, but she squirmed a touch then, a smile curling her lips as she rubbed her rump back and against that big shape. She could guess at what it was but she had never been with a guy THAT big before. Her mind was on fire with ideas.

"Uh, Sablee… oh…" The unicorn was lost in the distractions of the woman, she smelled just like Hay, but with a slightly different undertone and she felt… she felt really good. "You… what are you doing?"

Jen felt adventurous, who wouldn't, but she wasn't quite worked up enough yet to even think of letting him do what his body told her he wanted. "Getting comfortable." She turned, keeping tight against him as she rotated her body around, slipping the blanket free in the process. "There, much more comfortable."

Sablee blushed hard. He didn't recognize the girl at all. "Why are you in Hay's room?"

Working slowly, carefully, methodically, Genevieve slipped her shirt up and off, showing off her modest chest to the stallion. Of course, he had no real clue what it meant, but his hooves adjusted and he rubbed along her side.

Jenny was practically purring at his caress. "She and her friends found me in the street, just got to Equestria…" She trailed off because the rubbing stopped.

"Her friends." Sablee sounded sullen.

"Yeah, what's wrong?" Jen reached a hand over and rubbed one of the stallion's adorable ears. Sablee couldn't help but lean into it.

"They acted all nice, but they stole her from me."

This sounded very counter to what Jen had heard. "Stole her? You were going out together?" He shook his head. "Been on a date?" More shaking and the stallion looked, even in the dim light, much deflated. "You had talked right?"

"We did, I asked her…"

"What did she say?" Jenny kept rubbing that ear. Being in Equestria was new, but guys and girls and the games they built in their heads, was completely not. "Did she like you?"

"We were friends." Sablee was lost to the mood now, Jenny able to feel him retreat a bit. "What are you do-" His eyes went wide before they closed completely. "Oh…"

Jen leaned up and kissed him on the chin, then the neck. Her hand had trailed down his belly and found the retreating stallionhood, wrapping around it and bringing it back to life. "She seemed like a nice girl, but I don't think you were really going out. She seems to prefer other girls though." Jenny's hand stroked up and down Sablee, forcing his breath to come faster and faster. The hoof returned to her side, not rubbing, but gripping her.

"I really liked her…" Sablee seemed to cry the words out, his body trembling in Jen's care.

"Sounds like she is a good friend." Jen had had enough of teasing, she was about as warm as she was going to get without some more direct attention. Leaning back from Sablee, seeing his eyes trace her bra-bound chest, the human unbuckled her belt and jeans, working to slip the skinny-jeans down her hips and legs. There was a new touch on her flank, it wasn't a hoof. A glance would reveal the brown-coated unicorn's horn was glowing softly with a soft blue light that matched his mane and tail. Jen liked the touch.

"She was… I guess. I really wanted her to be more." Sablee helped get the clothing off this strange mare, tossing it to the floor. She was still clad in yet more. He reached around behind her back with his magic, feeling for the odd strap that bound the thing on her chest. He felt quickly for the clasp, it was an odd one.

"Men are all alike." Jen reached back with her fingers, unhooking the bra strap and leaning forward. Blue magic flowed around her undergarment and lifted it free of her. On her side, her pert mounds sagged a touch, but that didn't stop the stallion. Capturing one of the odd mare's breasts in his magic, his assumption to them being 'special' and 'sensitive' were both proven right. He began to massage the one, squeezing it as he stroked up and down her side with a hoof. Jen made a wordless reply, fighting the lust rampaging through her. "Okay… maybe not… all alike…"

Sablee loved the way she panted the words, sounding like she had to fight to be able to think. Moving his magic grip to the second breast, he worked at that as his hoof trailed down, over Jenny's hip and then back up. The next time it started to go down, however, it trailed to her front and descended. "Cute mare…"

Jen barely caught his words, her mind distracted by his apparent quick-learning in regards to human female anatomy. She arched her back as his hoof trailed down to the waist-strap of her panties. Skinny jeans had meant her choices, at the start of the day, were 'comfortable' or 'sexy'. She had chosen comfortable. They were soft and cotton, but clung to her frame tightly. His hoof brushed down just enough to find her mons and Jen's back arched.

"There you are." Sablee was gentle with that hoof, he stroked back over the girl again and again, feeling a wetness through the thin cloth soon enough. For her part, Jenny was doing everything she could not to buck against his hoof.

The hoof, however, eventually left her. "Please…" She got one word out before she felt his magic start to tug and pull at the straps of her panties. She wanted to help, wanted to get naked for him quickly, but her arms were being held up by his forelegs.

Sablee was experimenting. Jen wouldn't be his first mare, but in the past they had been young and fooling around. This was something else. He liked hearing her beg and kept her from speeding up the little game she had started. "What was that? You don't want to 'party' anymore?" His magic paused, barely having gotten one strap off the girl's hip.

"No, please, I want…" The words were out of Jen a moment before her underwear was pulled down sharply, her body feeling the shock of cool air on her lower lips. The moistness Sablee had driven her to told the stallion that she was about as ready as she would ever be.

"Now," Sablee's voice washed over Jenny, the maddeningly slow stallion whispering into her ear, "we have a geometry problem. Stallions take mares standing up… mostly. How would you like this problem solved?" The slight nip of his teeth against her earlobe had Jen tremble as she nearly lost herself on the spot. How did he know her ears were sensitive like that when she got really turned on?

"I… I can do that… or I could… be on top." Jen panted hard, fighting to get each word out. This was a fantasy come true for her and the source of a lot of her more cloppy-art. Sablee pulled back from her a moment, nosing at the woman to make her choice. She did. Jenny wanted to feel it all, she got to hands and knees on the bed, lifting her rump up and turning to look at the pony.

"Perfect." Sablee said the word, but it wasn't quite. He could see her winking, oddly hairless mound-that-wasn't-a-mound. This mare was smaller than those he had fooled around with, and he was bigger now than he was then. An imperative overwhelmed him, a very core one. He stepped up beside her, judging how far he could move before swinging one leg over Jen's back.

Jenny braced, pushed up, she felt the weight of Sablee pin her down and shuddered. He hadn't even gotten lined up yet. Fighting to keep her focus, Jen felt a touch on a breast and felt as Sablee began to massage her chest again, her mounds feeling bigger now thanks to her position. The first touch of him was off, it pushed against her rump-cheek. She really didn't want him in there and lifted her rear and pushed to the side a bit. His second questing shove found her taint. Almost.

Sablee let out a grunt as he found his mark. She was certainly at a different height to a normal mare but as he pushed, feeling the mare under him brace and push back, swallowing up his flared head and more, Sablee wanted to cry out, to voice how much he loved just… just this. Instead he nipped at the human's ear, remembering the reaction he had gotten from that before.

Her world refocused, she was locked in the timeless dance, her body pushing back, his grinding forward and dragging away again. Each shove of his powerful flanks drove more of him into her. The medial ring was a shock and more so was when his hips pressed against her rump for the first time. It was like it was a signal and Sablee sped up. His hips suddenly pistoned hard and fast, driving Genevieve to an early orgasm. 

Trembling under him, Sablee felt when this delightfully odd mare found her pleasure and it inspired him to push himself. He couldn't stop if he tried as his body claimed her, finally slamming his hips in hard and forcing her down to her belly as he didn't just fill her with his stallionhood. 

Jenny shook, she trembled and ached, she moaned softly and felt as the stallion atop her seemed to do as males normally do. It took a few moments to get her focus back, and she was fighting sleep herself, but Jen knew she would be sore in the morning. Delightfully, wonderfully, sore. All she could do was squirm a little, pinned down by the pony who suddenly felt much heavier than when she had lifted him to the bed.

"Think I like it here…" Jen yawned and closed her eyes. This was quite possibly the best rebound-sex she had ever had, with the added bonus of not having to see her ex ever again.
> 84 - A very important date
> --------------------------------------------------------------------------

Jen sat on the mildly comfortable chair feeling a little out of sorts. This was a fancy place that Sablee had brought her to and here she was in jeans and a shirt. She gave a sigh, she was lucky at least that her things were clean. That brought a slight blush as to how she had gotten them clean.

"Something wrong?" The stallion sitting across from Jenny had heard her sigh.

"No, it's not, it really isn't. I just need to get adjusted here and sort some things out." Smiling, the woman picked up the menu. "Oh, these salads sound wonderful."

"You don't want the… meat?" Sablee sounded a bit confused, he had done some research into this and was sure humans ate meat.

"Vegetarian." Jen's mouth watered at the descriptions of the meals. "Oh but this vegetable stew sounds perfect. I will have that."

"What… but…" Sablee didn't understand the word, adding to his confusion. "I thought all humans ate meat?"

Genevieve folded the menu up. "Most do, mine is more of a choice thing, I just prefer that things don't get harmed for my benefit."

A waiter, dressed in formal attire, arrived at their table. "Have we made our choices?" The mare was smooth with her words, smoother still since she had heard that the human had made her choice.

Jen nodded to her and Sablee quickly looked through the menu and gave up. "Two of the fine vegetable medleys please."

"Of course, and we have an excellent gift for special someponies, on their first date." Her horn lit and a bottle of cider floated over, displaying itself to each of the table's occupants. Before either could say anything it uncorked and poured itself into their glasses. The waiter left the bottle on the table.

Jenny lifted her glass and sipped at it. A smooth hard cider met her taste buds, bringing hints of wild berries along with the apple base. "This is really good!" She sipped some more and sighed happily.

Sablee looked at his glass. "Never had hard cider before." He sampled some and his eyes widened. "That is good, strong, but good." 

"So tell me about you. I like you, Sablee, but I want to know more about you." Jenny sipped some more of the cider, her taste buds telling her brain that she might want to slow down before her meal arrived.

Sablee blushed a little. "Only colt, my parents live in Baltimare. Dad buys and sells produce in the city and mom helps out. When my cutie mark showed up," he looked to the side of his flank to where the grid design with a pencil beside it was, "they figured it was something magic related. Close but not really. Magic helps me make things though, so I am still happy I got into the school here."

"Your parents pay for the school?" Jen got a nod at the question. "Well, I hope you are doing them proud." She smiled wide. "And what is it you do? I figured something designing things?"

"Designing and making. It is how I met Hay and became friends, we both sort of work at the same problems." 

Jenny noticed how saying his friend's name didn't cause that hurt look he had worn when she first brought up the topic with him. "Not really my thing, but you know what is my thing?" 

Sablee couldn't stop a grin from curling his lips. "Ponies."

Stopped short, Jen laughed at his reply to her question. "Okay, you got me there. Ponies are really my thing, I even dream about ponies…"

The mare blushed so hard that Sablee thought he had said something wrong. It took him a fraction of a second to make the connection. "Princess Luna." The blush increased, he had guessed right. "Not the only pony there, I bet she has to watch quite a few dreams that she would rather not."

Jen couldn't believe how hot her cheeks felt, surely she couldn't be blushing this hard. And worse, he was still sitting there, admitting that Luna was probably a common target of desire. "Wait a second, how would you know that?" Jenny's grin returned, spreading wide. "I think someone else has a crush on a princess…" Score, he blushed too. "Well, it's okay, your secret is safe with me."

"Your meals." The waiter set the plates before them, proving that she had likely overheard at least part of the conversation but was far too professional to let on.

"Thank you." Jen closed her eyes and inhaled. It was a relief to be able to get a meal and not have to poke the staff about it being vegetarian.

"Yes, thank you." Sablee sounded more relieved than thankful, but the mare serving them didn't mind.

Picking up her fork in one hand, Genevieve selected her first mouthful and made her start on the meal. The tastes that hit her tongue surpassed anything she had eaten before. 

Sablee watched the expression wash over the mare's features and grinned. He used his magic to start on his own meal and soon wore similar expressions of delight, modified for pony features of course. From one mouthful to the next, he managed to ask. "So, you know more about me, what about you?"


"Mmmm, oh." The woman spent a moment to clear her mouth. "Born in DC… a big city. Dad died when I was really little, I barely even remember him. Mom did good though, had me thinking straight and acting right. She worked two jobs to pay me through school and into art college. Then she… she passed on too. I almost left, almost threw it all away." Jenny always had a little trouble with thinking on it. Her dad she had never known, her mom had been everything to her. "Told myself she wouldn't want me to drop out. Had to swap to part time, working a job to pay my way."

Sablee was heartbroken at the story, he couldn't imagine not having his parents, both of them, around.

"So I started watching this silly show about cute little ponies that had magic and friendship. A friend thought it would help, and it did. I drew some pictures and things, found there was a whole lot more people like me doing the same. Then one day, while I was sketching out a design, I see words appear over my work, asking me where I would rather be."

"And you told it Equestria?" Sablee was spellbound by her descriptions, his world was a play where she lived, apparently.

"Yup, next thing I know there is a pair of cute unicorns and a changeling helping me up and taking me to see a princess."

Sablee realized now he had a whole lot more to be thankful to those mares for. "And here I thought I was sneaking in to bare my heart to Hay, to tell her how I really felt and ask if she wanted to be with me or I would leave forever…" He chuckled at how melodramatic it all sounded. "I found a mare I didn't even know I desired and made two friends."

Jenny's thoughts slid back to the previous night. It had been something they both wanted and needed at the time. A little part of her wanted and needed it still. "The show was all about making friends, I guess I can't fault your world for its accuracy so far." Her free hand reached across the table and found a hoof. 





"No." Penny was most adamant about it.

"But if we don't follow them we can't find out what happens!" Stick and Hay were both against her but it was the full-blooded changeling protesting right then. Even Vinyl was throwing in a nod of support. "We have to follow and find out how their date goes!"

"You can go if you want, but I am going to relax here and read a book." Penny pulled out the latest magic book she had to study. Now that she had her full alphabet sorted she was starting on proper spells.

"It wouldn't work if we don't all go." Hay slumped to the bed too, her head landing so her jaw was against Penny's tucked foreleg, her nose bumping the lunar unicorn's chest. 

"I should probably go find somewhere for the night." Vinyl got up and stretched, sparing a longing look at the phone that was sitting, charging, on the bedside table.

"When did you stop wanting to be involved in hijinks?" Stick waved to Vinyl as the white unicorn fled the room. "I swear, the Penny I remember would be doing everything she could to spy on her friends."

Penny booped Stick on the nose. "She would not, you are making this all up!" With her eyes off Hay, Penny didn't see the rush of green flames, but she did sense something happening.

"What was the point of this shape?" Hay was now an odd-looking hippogriff. She was mostly right, but had a mix of both her own features and a changelings mixed into it. The tail was completely green, the wings were feathered but the head was completely pony instead of a beaked griffon. 

"A good try for your first non-pony shift." Stick settled down to inspect her mate. "Good wings, but they are pegasi wings, not griffon ones. Talons look serviceable, but you should have gone with a beak and your own tail." Her critique had Hay investigating, finding the little faults. The mare looked a little down about it.

Penny, however, leaned in and kissed the half-changeling. "Practice makes perfect, and I think you look adorable." The kiss and compliment had Hay preening a little, puffing up with pride.

A wash of green fire worked over Stick and in a moment there was that half pony half griffon form that Penny still winced when she thought about. "Maybe we should fight over ownership of this pretty pony here?" The changeling gestured to Penny with one claw, her beak parting in a grin.

Hay walked around Stick, studying the form closely. "Oh, I just wasn't focused enough." Fire rolled over her and there were suddenly two identical hippogriffs standing there. "Oh… oh wow…"

Penny watched the blush pour over the avian features of Hay's new form. "First time as a stallion, I take it?" The half-changeling gave a sheepish nod. Despite her memories of what that form could do, or perhaps because of them, Penny's snout formed into a wide smile.





Jenny walked back to her place, the little flat she had been offered. Beside her Sablee walked. Her hand rested in his mane. It had been an enchanting evening. Memories of walking, hand in hand, with any one of a slew of guys couldn't stand up to this and she had a real fight on her hands. Her heart wanted to dive into love again, it wanted relaxing nights, hot nights, it wanted to do all the things ever with Sablee at her side. She had always listened to her heart in the last, always dived into the shallow water. Tonight felt like just the right time to do it again.

"I had a lovely evening." Her voice betrayed the ache inside.

The stallion looked up at Genevieve, a hopeful smile on his face that almost shattered the girl's new-found resolve. She looked into those eyes, finding them so easy to get lost in her heart almost forgot to beat.

"But lets not go too fast here. I really like you Sablee, really…" Jen's words faltered, she wasn't sure how this was meant to go. In the past she would have invited him in, or followed him to his home.

"What's wrong?" Sablee stopped beside her. Real worry took him. Had he done something wrong, something that scared her?

"In the past I have made… mistakes, with guys… stallions. I like you too much to make a mistake here, so lets take things slow, so we can grow on each other." Her voice shook from strain, she really wanted to crouch down and promise him anything if he would stay beside her.

"Slow is good." Sablee smiled shyly back up to her. "I like you too, Genevieve."

Her resolve shattered as he used her full name. His acceptance of 'taking it slow' made it easier for her love to rush up and overwhelm her. Leaning in, her lips found his and the pair kissed. It wasn't a fast kiss, neither would give up the simple expression of love until the other was ready. Jenny closed her eyes and let her heart have it's head. But she demanded just one concession from her rampant emotions, not to get too physically involved too fast.

The kiss stretched on long past where Sablee would ever thought one could. It was just nice to stand there, with Jenny, letting the fine muscles of his lips express the feelings he had for her. At last, though, they both drew apart. "See you tomorrow?"

It was exactly what Jen wanted to hear from him. If he had asked to come in, she would have said yes. If he had asked her to come back with him, she would have likewise agreed. She cursed her heart as she smiled at the most handsome stallion she had ever seen. "Of course. Your place?"

Sablee beamed and nodded and got another kiss on his nose before he watched the mare walk into the little flat. His legs almost gave out with how good he felt.

Entering the little, furnished flat, Jenny found a note from Ink telling her that she was welcome to stay as long as she liked, but she would need to start paying rent if she wanted to be there long term. She had already thought of that and decided that it would be a good place to stay for a while. Her mind already ran with the idea of her and Sablee finding a nice little place together.

Genevieve shook her head and gave a sigh. Setting her bag down, she made sure the front door was firmly locked before stripping down to her panties and slipping into the soft bed. Sleep came quickly.

It was easy for her thoughts to slide to the cute stallion. Jen really liked Sablee, but since that first season of MLP, she had always dreamed of one mare in particular. It was easy to be the one walking into the Castle of the Two Sisters, instead of the mane six. She was human, which wasn't always how Genevieve dreamed of the encounter but it was perfectly fine by her, particularly with her recent revelations as to how hard her drawing would be without hands.

In her dream, Jen was the one trying to activate the five elements of harmony, when Nightmare Moon's storm picked them up. She fell forward into the hurricane of blue-black magic and blacked out.

Just a moment, barely a heartbeat.

Her eyes opened and she braced her hands against the stone floor. Looking up she heard the laughter of the big mare in the blue helmet and armor. 

Jenny looked up at the dark, coldness of the moon incarnate. "I will stop you!" She yelled it. Nightmare Moon turned and laughed.

"You're kidding? You're kidding, right?" Disdain for the human came in every chuckle. Jenny growled and ran at her, charging in and diving under the dark alicorn's legs and landing before the elements.

As with all dreams, it didn't make sense as she crouched down on all fours, pointing her forehead at the five crystals. She didn't have any magic in her as a human, she knew that, but her subconscious remembered the stance just right.

Unlike the show, Nightmare Moon never materialized in front of her. Jenny felt something touch her rump and then fire exploded in her rear. Her focus on the elements was broken, she turned her head to see Nightmare Moon, horn lowered, sending magic power into her body. Of course it entered through her nethers, left them on fire and burning hot in a very good way. She tried to move away but couldn't lift her hands or knees from the stone floor.

"Thought you could save the day, all alone? You are such a naughty pony." Nightmare Moon advanced on her, the horn still lowered and pouring out magic, funneling it into Genevieve.

Pressure built, flowing slowly from her groin out to her torso, limbs and even into her head. Jenny couldn't stop the orgasm if she tried. The explosion inside her rushed over her body, magic crackling as she tried to writhe in the grip of the evil mare. But the wave of magic did two things, it froze her nearly completely and, to her shock, it had evaporated all her clothing.

Jen whimpered as the first touch of the horn against her slit made her want to buck and push back, the sensations making her cheeks burn with how much she felt like a needy mare.

"You will learn, No Name, you will learn to love the night." As Nightmare Moon said the words, Jen suddenly could think no more of her name, it seemed inconsequential as the alicorn's horn pushed into her. 

No Name cried out, moaning and singing her aching pleasure to the night air. She felt as more and more of the horn pushed into her body until, at last, she felt the mare's head press against her rump. "You can take all of me, impressive. Lets see how you handle this."

The magic that had been holding No Name seemed to amplify suddenly, she looked down between her arms, between her breasts, spotting her belly glowing and swelling. It felt like she would explode with pleasure and she squeezed down with her muscles, massaging the horn for all she was worth.

"You… you show some talent…" Nightmare Moon was unsure quite what was happening, she had performed this duty to her minions before, filled them with a mighty purpose, but now something was wrong, this felt… good. She pulled her horn back and then pushed it back in and despite the spell the human bucked.

The movement had Jen fighting the restrictive magic hard and she finally managed to arch her back and push back against the night. The shape of the horn, the spiral of it, it felt perfect inside her and she began to rock her body in time, but counter to Nightmare Moon's efforts, leaving the mare to stroke deep into the human, again and again.

"What… how are you moving? You cannot hope to defeat me!" Nightmare Moon was filled with rage and power, she would make this mare climax and, in the moment of complete distraction, she would crush the girl's will and take full ownership of her. But something was very wrong…

Genevieve rocked, bucked, moaned and squeezed at the intruder and was quickly feeling her orgasm approaching. She didn't know it, but if she were to come before the nightmare behind her, she would be trapped by her forever. A shudder ran through Jen, something about this making her hotter and hotter.

The dark alicorn was beyond speech now, she had to focus on what she was doing, on finishing this pest off and reforging her into a minion. It would have worked, too, if Jenny hadn't adjusted her stance a little, making more of the horn rub inside her at a new angle. Nightmare Moon gasped.

Jenny felt the blast of magic. It made what had been hitting her earlier seem like a trickle. The mare behind her was rocking and bucking, barely keeping the horn inside the human. The added pressure of magic burning into her pushed Jen over her edge a moment after, she lifted her chin and cried out wordlessly, eyes closed as she thanked the universe for her body and that of her lover.

Nightmare Moon felt odd. Something really strange had happened while she had been overwhelming the human. A touch, a very sensitive touch, found her body seeming to melt. A look back would find that her legs were tangled around the human. "What are you doing?"

Jen didn't stop, she reached out with her tongue, stroking along those dark, wet folds. The mare's body reacted as all women do when they feel something there that they like, she got a tight hug. Another lick, then another. Jen closed her eyes and focused her being on the task right in front of her nose.

Nightmare Moon looked at the human. She wasn't broken, she wasn't shattered, and she certainly wasn't under full control. But she kept licking, kept giving the Queen of the Night pleasure. Caution was thrown aside as Nightmare Moon lowered her muzzle, finding the white flesh intriguing and inviting. A flat tongue reached past fanged teeth, stroking for the first time over Jenny's mons.

The human moaned into folds before her, she buried her tongue and lips in, wanting to return and encourage the alicorn.

It was easy for the alicorn to relax into this, it was so natural to show affection and receive it, it felt good and right and… Nightmare Moon trembled as the magic started to flow back out of the human's body, coming from where it was sent, it was no longer dark as the night. Fitting her snout to the woman's pubic mound, the alicorn drank down the rainbow-colored magic, feeling it flood back into her and banish parts she never knew she disliked. Her armor was gone, her fangs too.

Luna didn't hesitate in the slightest, returning Jen's attention with her own, the excitement of discovery and exploration leading each to hungry little sounds from time to time. 

Something changed in the dream and Genevieve felt things a little more solidly. She didn't stop, this was one of her nicer dreams. She kept eating out Luna, her arms hugging the alicorn's belly.

Between the human's legs, the attention seemed to change a little, first a hesitant lick, then another, finally more. The dream settled back around Jen like a blanket and she relaxed again, eyes closing, she didn't need them to explore the mare.





Luna's eyes snapped open. She was hot, bothered and oddly relaxed despite it. "Never again will I venture into human dreams…" She had forgone the royal plural, but her words tempted her. Could she really resist? That new human's dream was a typical one in a sense, she was a hero, but in another it was just a pony wanting a little fun time in her own head. 
> Unknown - Don't come late
> --------------------------------------------------------------------------

"You know why I invited you here?" Fast gestured around the quite expansive bedroom, her smile spoke volumes for what she planned.

The purple alicorn gulped a little and looked into the room. "I… got a rough idea. Princess Fast-" 

"Call me Fast, Twilight. No need to be so impersonal, I think we are well past that." The changeling bared fangs as she smiled, the very definition of steel wrapped in velvet.

Stepping forward, Twilight held her head up. "I hope you weren't hoping anything uh… well, that is…" The blush was all the hotter because Twilight was trying to imagine just what WOULD go on in here.

"Twilight, you get a choice, just one. The two options are simple ones. You stay here, you close the door behind you and I show you how wonderful a mare you are. You could leave, you close the door behind you and I find a string of lesser ponies to pass my time with." Fast spoke slowly, the tone of her voice changing to portray how horrible the second choice would be. "So, when the door closes, will you be in here?"

The alicorn gulped and looked between Fast Change and the door. Slowly her horn lit, the door held in her grip. She closed her eyes and the door at the same time.

"Good filly, 'door' is your safe word." Fast levitated a crop over, flicking it just before her eyes.

Twilight's eyes snapped open at the sound of the crop. "What… what will be your safe word, Princess Fast?"

"I thought I told you Twilight, I am not your princess, but in here I am your Mistress." Fast snapped the crop down on the covers beside her, getting a gulp from the mare by the door. "So be a good filly and get your plot over here, you were a little late and need to be punished."

Twilight took slow steps, her wings were not folded fully, she couldn't feel completely at ease, not with Fast acting quite this… dominant. "Please… Princ- Mistress Fast, go easy on me…" Her voice trembled, but not with fear. She had been late, after all, and one doesn't keep queens waiting.

Fast smiled as she watched Twilight's flanks move, each hesitant step brings the mare closer. "Up here now, on your back little filly." Fast tapped the bed beside her.

A shudder ran through Twilight at the command, more so at the way Fast referred to her. A front hoof lifted up and, before she could start to climb onto the soft bed Twilight was lifted, rising into the air in Fast's magic.

"I really must teach you to be more punctual." The queen changeling had no trouble at all flipping the alicorn onto her back, using her magic to hold her rear hooves up. "Now, I think three strokes per deed should do. You were late in showing up and slow to follow my command, so six in total." Twilight's mouth opened and Fast could see the mare was about to try and argue. "Are you fishing for nine?" The mouth snapped closed again, a blush rushing through the inverted pony's cheeks.

Twilight didn't even see when the crop drew back, but she certainly felt as it connected. "Ugh!" It struck her left rump, the initial sting easing into a dull throb. The crop came in again and hit her other side, then again, and again. Twilight bit down hard, fighting the urge to cry out, to use the safe word.

Fast was impressed, she had figured the girl would tap out right away. The sight of Twilight Sparkle, Princess of Friendship and Magic, turned on her back and receiving a good cropping, it made the changeling's blood boil. She brought the crop down, this time, so the handle struck right across Twilight's rear, knowing that the girl's rear had to be sensitive now. "One more, little filly, then you can relax. Ask me to do it, Twilight."

The words shocked the alicorn. Ask her? To be punished? A thrill ran through her, it was certainly something she had asked before, when she had done something wrong. Was it right to refuse Fast and not ask, this once? "P-Please… Princ- Mistress Fast,"

"Good filly, go on." Fast cut in, giving Twilight's belly a tickle with a hoof.

Twilight giggled at the touch. "Please, I need to be punished a little more. Can you… please, just one or two more…"

Fast looked down, Twilight was blushing so hard at the words. "My dear, I have the oddest notion you might have asked for more even if I didn't ask you to." The crop was rubbed gently against the rump that was likely cherry-red under the purple fur. The crop pulled free, twirled once in the air and came down firmly. Fast would not be one to spare anypony proper and asked-for punishment.

"Thank you!" Twilight exclaimed as it connected, her blush only increasing as the sting settled, blending into the general heat that radiated from her rump.

"That's my filly." Fast leaned down and kissed Twilight on the lips, tasting the delicious mouth that she had longed, so often, to kiss again. She didn't give up with a chaste peck, Fast drove her tongue between the alicorn's lips, delving it into the girl's mouth to taste, to feel, to explore.

Twilight closed her eyes, the soreness oddly comforting. She had done something wrong, after all, and now she had made it up. An odd delight suffused her as her mouth was invaded. She was a good filly, Fast had said so.

The kiss lasted a little longer than Fast intended it, but in the end the changeling queen drew back. "I want you, Twilight Sparkle. I want to possess you, I want to feel you, I want all of you." Fast's eyes glowed a soft green, magic pouring through every fiber of her being. "If only for this night, will you be mine?"

Twilight gazed up. She was immune to the true force of power behind those eyes, thankfully, but it didn't make her not want to be under Fast's hoof. A smile crept to her mouth. "I will be yours, Mistress Fast."

Fast felt more than lust, more than dominance. She felt love. "Good filly." Her hoof rubbed Twilight's belly some more. "I know you know a naughty spell."

Twilight blushed hotly. "I only looked at it once…"

"Once is enough, for the Princess of Magic." Fast reached the hoof lower, tracing down past Twilight's small udder, pressing gently to her mound. "You know what I want, princess, give it to your Mistress."

There was so much blush in Twilight's cheeks now she thought she would be on fire. How did Fast even know she knew that spell? How did… Her mind was racing trying to come up with the reasons, but her horn was already flashing patterns as magic flared.

Fast closed her eyes as her hoof was lifted, the hefty shaft started to grow. A matching pair of stallion balls, wrapped in a purple scrotum, swelled to match it. Fast breathed deeply, smelling the slight clue of scent that told her Twilight was now very much a stallion.

"Good filly. Or should I call you my colt now? No, you are still my filly." Fast leaned down and kissed the end of the new sheath between Twilight's legs. The kiss became more and the alicorn grunted as the warmth of a beginning erection flooded her groin.

Twilight looked down her body, her heart rate rising as she watched Fast, her Mistress, urge more and more of the strange length free of her body. "Mistress… what is… oh…" She slumped her head back as the tip of the swelling pony pole was wrapped in fang-filled lips, sucked at, teased.

Fast was quiet as she worked, her throat throbbing each time she sucked hard, but she couldn't get more than the tip of the bell-ended length into her mouth. Twilight, it seemed, was a well-endowed mare. There was a pop as she pulled free. "I need you in me, my filly." Twilight's head shot up, looking in alarm as Fast moved on the bed. They were equal size, the changeling queen and the alicorn princess, so even as Fast pulled herself over Twilight neither was dwarfed by the other.

But Fast was on top. Twilight's new Mistress.

"I could be many things for you, right now, miss Sparkle. I could be a dragon, a griffon, I could be your princess of day, or of night. But right now, my little filly, I am your Mistress." Fast spoke the words, adjusting herself a little with each pause until, arched, Fast's nethers were pressed down against that huge length. "You are not to climax until I allow it, you are not to move unless I ask it. Is this clear?"

Twilight trembled, instinct told her to buck, buck hard and spear the mare above her. But Twilight was not one to follow her instincts blindly. "Yes, Mistress." Even saying those words made Twilight ache all the more. She belonged to Fast, if only for this night. An odd ache inside, uncharacteristic for her, made her want it forever. It would be so much easier if she could just do what her Mistress wanted. 

Fast rewarded her 'filly' for not only agreeing, but doing it so well. She pushed back.

Twilight's eyes bulged out, her mouth formed a perfect O as she was being engulfed in the dark black flesh of her Mistress. A soft whimper was all the sound she could make as Fast, hot, ready and already slick, took more and more of her inside, the changeling feeling so very tight and… good, right.

Fast got all the way to Twilight's medial ring and pulled back up, then pushed down more and captured that mid-point, rather than pull back up again she pushed on, not stopping until her rump was planted in Twilight's lap. The position she had the alicorn in had several bonuses, being in nearly complete control was the best, but the other was that with this angle, more of the 'stallion' could be inside her.

Head flopped sideways, Twilight was fighting urges, strong ones. Her body wanted to push her Mistress over, to ride her like a stallion should. She wanted to pump and hump, to cream and plant foals in her owner. But her mind was strong, it bound her muscles, it bound her entire being into doing just what Fast told her. Above her, her Mistress rocked forward, then back, repeating the motion again, then again, and pretty soon Twilight's soft whimpers of need were washed out by the sound of sex.

Fast had had big lovers before, she had had strong ones. But this was something very special. Bucking, pumping, she was in complete control as she let her body ride Twilight's huge stallion-shaft. Pretty soon the combination of pleasure and the dominance aspect started to really catch up for the changeling and she was panting.

"Mistress?" Twilight managed to get the word out, it was a fight. Everything was a fight now, however, but none more-so than holding herself back. It was by force of will that the alicorn hadn't lost all control but that will was a strong one.

The word tipped poor Fast, hearing her new toy call her mistress, even in the heat of their first play together, it made her head suddenly start to flood with endorphin. A flood of pleasure started in every cell that contacted that huge pony pole. The wave of pleasure that burnt down her nerves had her clench her muscles and she managed to whimper, "cum, Slow," a moment before her voice was stolen.

The fire of green that swelled over the mare under her was slow, it didn't rush, but when it was gone a changeling stallion was on their back, the features turning to the silliest look Fast had ever seen a lover give, and she had seen a few.

Slow Perfection looked up at his queen as his body started to let go, trembling as not just a climax took him, but a whole new kind of change. He trembled as his balls unleashed, his shaft pulsing and swelling as it was soon gushing the hot changeling seed into the queen above him. His stature didn't shrink much, but a new heat burned in his groin as magic, focused and pure, poured from him into Fast.

This tipped Fast from the trailing edge of one orgasm into another. She tumbled forward and pressed her lips to Slow's. The kiss was returned as she held her lover tight. Her mind was coming down from her repeated release, the surety that she would soon be carrying eggs seeming to come from nowhere.

Slow saw the tears roll down Fast's snout; he kissed them away. "My queen, and you will always be that, please don't cry. You cannot have her now, but she didn't say never. Until then, you can have me." He smiled up at her, gazed into his queen's eyes as she opened them.

"Thank you, Slow… you are bigger?" Fast just realized that not only was the changeling physically bigger than he had been, but that his other 'size boost' was maintained too.

"I am your breeder now, your magic made me so."

Fast wasn't sure why, but the tears kept coming, even as her legs joined Slow's in holding them close together.
> 97 - Hatching a plan
> --------------------------------------------------------------------------



Caution: Story contains lactation and snuggling.



Penny's thoughts were melting, her mind had struggled briefly to break free of the prison now imposed on it, but the master who had put her in this position would not let her recover. She let out a low whine. "Oh Hay, this massage is so good." It was almost hard to speak but she had to compliment her mate, she just had to.

"Glad you like it, had to get my clever mare something special and I remember you saying how your muscles were starting to feel sore. Did I pick good?" The half changeling knew full well just how out of it Penny was, she had grown fully accustomed to just leaving her 'mental mouth' resting within the unicorn. It was just so nice to know how the mare felt, particularly when she felt so much love.

Their bedroom door opened and closed, Penny barely noticed.

"Hay my lover." Stick could never resist using that pun now that she had noticed how common 'hay' was to say. "What are you doing to this poor mare?"

Hay leaned over to smooch the drone. "Oh, I am practicing a new form of mind control, you like?" Her horn was aglow, she was focusing on nearly every tense part of the pregnant mare at once, to Penny's delight.

Stick stepped around the little table and looked into Penny's eyes, seeing them closed with a happy smile on her snout. The changeling leaned in and kissed the pony she loved on the nose. "Penny, you in there?"

One eye opened half way, the smile grew wider as Stick watched. "Wassup?"

"The sun." Stick giggled and settled in to watch. "Although with how you are right now, my libido as well."

Hay found enough places that Penny's eye closed again and the half changeling actually felt some of the tension spots work out completely. "Stick, your libido is always up, among other things. How did your first meeting go?"

Stick was suddenly distracted from her mates as she reached back into her bags with her green magic. "Oh, I got a whole mess of homework. Each city might be looking after itself at the street level, but you wouldn't believe how much goes on at the top. Princess Celestia has me studying up Canterlot-Cloudsdale relations and information. All of it." The drone hefted out first a few big tomes, then a small pile of scrolls. "I need to sort through this and be familiar with it in two days."

Hay could easily tell the drone, though she tried to put up a front of being overwhelmed, was quite excited. "You going to tell Fancy you can't work for him?"

The drone, her wings buzzing every now and again with her interest in the things she was looking through, looked up at Hay. "Well, no. I want to see if this suits me. If it does, spending some time working for him would not hurt."

"Makes me wonder what your cutie mark would be." Hay worked another knot of tension loose and saw that Penny's mouth was ajar, a little drool leaking from it. The half-cast pony knew full well a massage alone wouldn't have set her marefriend into quite this state, the gentle scalp massage and brushing she was also giving, that was a whole other story.

The shift in topic got Stick's attention from her research for a moment. "It would be something awesome, like a dragon fighting a monster!"

"You are joking, right? Stick, you poke your nose into business like it is nopony's business, you brush shoulders with princesses and the most elite of entrepreneurs. I really don't think it would be a dragon fighting a monster." Hay shook her head.

"They could be fighting with words? Maybe the monster wants to build a mine in the dragon's domain and the dragon is agreeable but wants a percentage of the gems removed?" Stick had a hoof to her jaw and was staring up at the ceiling. She felt a boop on her nose and with only one pony in the room actively using telekinesis other than her, she knew her target. "Hay!"

Hay dodged the pillow that was sent her way. "Stick?" Her grin gave her away and it was returned by a matching grin from the other changeling. "You deserved it."

"I did." Stick sounded smug at the conclusion to their hostilities. "And what about you? How many credits you got to go before you can graduate?"

"I have three projects to complete, as well as one more block of remedial language to cover. Ugh, why do they even have that, it isn't like I am going to need to know why we have the words we do…" The unicorn put weight on 'why', her tone clearly indicating how much she disliked the class.

"Mmm words are fun." Penny had roused a little from her daze, joining the conversation.

"You would say anything is fun, though. I saw you now have an extended study class with professor  Butter, how did you get out of needing to do maths?" Hay gave the mare's shoulder a poke in frustration.

"Mmm, solution for quadratics?" Penny tilted her head back to see Hay think for a moment. "B squared plus or minus-" A brush shoved into the pregnant mare's mouth.

"Fair enough, I forget you have technically been through this before, how many years were you at school before?" Hay gave one of Penny's ears a rub, getting the mare to lean into the attention, but not before spitting out the brush.

"Hrmm? Well, from when I was a filly… boy, thirteen years there, then at college another four." Penny had slipped, the thought of her memories and language tainted by her new gender was more something amusing for her, however.

"Wait, you spent seventeen years at school?" Hay's horn blinked out in her shock and Penny was sure if she had wings they would have flared up. "How do… how is it humans even manage to get things done? Most of their lives are spent training!"

Penny pulled her limbs in and slowly got herself up and on her hooves. "Well, yeah, but that was helped by our medicine letting everypony live longer and longer. You know, I didn't even think to ask what the average age was for a pony…" 

Hay was not to be distracted. "Makes sense now, okay I will give you this, you must really love school if you are willing to go back, after all that time learning, and learn more here." Hay leaned up to nuzzle Penny's cheek. "And while I would ask for your help with the language class, I know your sources of words is likely different to ours."

Penny nodded, only then realizing that Stick was completely lost, her nose stuck in a book. "We are such nerds." She stepped from the table onto their bed and moved up beside Stick, curling against her mate and the father of her filly. "We need a name."

Hay climbed up on the bed too and settled beside Penny. "No, she needs a name. We need to think."

"Hope…" Stick murmured the word, apparently following the conversation. Penny didn't begrudge the mare her study, turnabout was fair play.

"Everypony calls their foals 'hope', particularly in the Crystal Empire." Hay reminded them both of where the foal was conceived.

"She is a unicorn, so something relating to magic?" Penny tried to think of words that would work. 

"Two words or one?" Hay rolled to her side, letting her bring a hoof to Penny's side and gently work circles over the now more pronounced bump.

"One would be easier, but more restrictive, and we also have to think of what she will be nicknamed." Penny's eyes closed again, this was almost as good for her mood as the massage had been.

"She will be part changeling, remember. Maybe something that reinforces her dual heritage?" Penny looked at Stick after the changeling said that.

Kissing Stick on the nose, Penny grinned. "You are very right there. But at the same time it shouldn't flaunt it too much.

"Ensorcell? Ensorcellee?" Hay said the words, clearly fishing for thoughts and more.

"That works, what would be a good nickname to use with her?" Penny felt a slight kick and her eyes widened. "I think…"

"We all felt that?" Stick looked across at Hay and got a nod.

"She likes it then, Ensorcellee… Sorlie?" Penny's lips curled into a big smile, her foal had chosen her own name and it sent a tingle of delight through her. 

"I don't think I have ever heard of a foal choosing their own name." Hay kept rubbing, feeling little pokes against her hoof. 

"You heard Silver call me Damaged?" Penny looked to her mates, getting a blank stare from Hay but a nod from Stick. "You could say I chose my own names. Back then, you would often choose the name to be known by in different places, I even was known more by my nickname among my friends than my real name."

"Our worlds are very different, but that is good, it would suck if everywhere was the same." Stick closed her book and leaned in, feeling the soft pokes and kicks from little Sorlie. 

"Okay, calling it in." Stick sat up, looking over the two mares.

Penny gulped but Hay giggled. "Really? Now?" Stick nodded. "Whoa, okay, so Penny, you accept?"

The dark-toned unicorn gave a nod. "Uh, just be gentle, okay?"

"I promise this won't harm Ensorcellee." Stick lifted a forehoof to set across her front, seeming to be perfectly innocent.

"Okay Stick, anything you want, and I will not argue…" Penny closed her eyes and took a deep breath, images of her lover as a hippogriff coming back to mind.

"Good, lay down on your side, either way." Stick's instruction confused Penny, she thought the changeling had wanted to ride her again. "Good filly." Penny blushed at being called that, but she didn't mind anything yet, she actually liked being called a filly, sometimes.

Stick lay down, leaning under Penny's upper back leg and finding the lunar pony's marehood. The flat broad tongue was offset by the tender grazing of her sensitive flesh by the changeling's fangs. "Stick, you don't have to use up your favor for this." Penny was smiling and looking down at her mate, clearly quite happy with how things are going.

"She is warming you up, silly." Hay brought something over that had Penny even more confused. A small pail. The half-changeling arranged the bucket so that it was near the edge of the bed where Penny's flanks were. 

Stick's nuzzling grew more and more focused and Penny couldn't watch anymore, she stretched out, tilted her head back and gave a delighted moan. It was then that Stick moved, changing her position only slightly. Penny felt the changeling's lips close around something completely different. One of her teats.

The first suckle had her twitch, the second had her give a more confused moan but the third… something seemed to give inside her and Penny couldn't stop from flopping back again, her eyes closing.

Stick's lips, locked around the slightly swollen teat of her mate, began to get a tiny bit of white froth at the corners of her mouth. It had been a day since she had noted Penny had left a little wet patch in her dress, a day of planning with Hay. 

"Is it working?" Hay's voice was intrigued and she lifted Penny's leg further. "Oh wow, she is really lactating! I want to try some too…" Their plan had been to milk their lover, but close inspection revealed that the unicorn's udder wasn't nearly so swollen to do that.

Stick made room, shifting herself so that her belly was pressed between Penny's legs, the angle meaning the lunar pony's snout got a good whiff of changeling sex.

Penny was lost, this was a very different sensation than sex, with either gender. It was like a constant warmth that just swelled through her. She tilted her head to try and look down and instead planted her nose in Stick's dark black mound. Her eyes closed, tongue extending, Penny began to eat out her future wife.

Hay examined the situation. It turned her on a whole lot in a way she hadn't realized before. There was enough room to get in and she lay down, pressing her body into Stick's and bringing her own head in beside the other mare's, closing her lips around the remaining teat. Instinct kicked in, it was the most perfect of user interfaces, her tongue curled slightly, cupping the teat, her lips formed a seal and her body sucked and squeezed. She felt Penny tremble and did it again, getting a sweet flood of milk.

Stick was in heaven. It was about as good as love got, sandwiched between the two mares she loved, one heavy with her own foal, the other rubbing her groin to the changeling's croup. Stick closed her own eyes, feeling Penny's tongue and lips work at her, the mare having learned how to handle the cutlery in her own mouth around such sensitive places. 

Penny didn't have enough milk for two hungry mares, though, and soon enough both Stick and Hay were only suckling to continue the stimulation, not that Penny didn't appreciate it. The pregnant unicorn was in her own little slice of heaven, it was like her body was hot and satisfied, but there was no orgasm in sight, not even the hint of one. It just felt so very right.





Twilight Sparkle looked at the letter.



Princess Twilight Sparkle, Ponyville



She recognized the writing style. It was most certainly from Fast. The loud music blasting in from outside jangled the alicorn's nerves enough that she opened the letter before she thought about it too much more.



Dear Princess Twilight, Twi.



Twilight giggled at the nickname.



I send you the warmest of greetings and invite you to my hive for a night of relaxed celebration. Please know that I think of you often, still. Princess Fast Change.



It was short and for some reason Twilight wanted to hug it to herself and just smell it. What would the event be? She checked the date on the little card included and realized it would be tonight!

Teleportation was out, it was a little too far and she didn't like going further than she could safely see. Stepping out to her balcony Twilight could hear the blaring music from the concert and groaned. She spread her wings and set about getting away from Ponyville.

With her time spent with Rainbow Dash, Twilight had grown confident enough with her wings that she could fly and think on other things. Things like Fast Change. Her blush lasted all the way to Canterlot.

She set down near the hive and looked around. Then surprise hit her. "Stick, Penny… Penny?" Twilight trotted over and looked at the pregnant mare. "You have grown." She felt dizzy-happy, her friends looked to be glowing with health.

"Thanks, Twilight. Oh, this is Hay!" Penny lifted a foreleg up over her half-changeling love. "This is Twil-"

"I know who Princess Twilight Sparkle is, Penny." Hay booped Penny on the nose. "Pleased to meet you, your highness." Hay executed a perfect bow.

Twilight blushed at the formality. "Please, just Twilight is fine. Here for Fast's little party?"

The three nodded but Stick replied. "Yup, the hatching is the talk of the city!"

"Hatching?" Twilight looked shocked and surprised.

"Yeah, mom laid some eggs and, thanks to how much food she has been getting, they are about to hatch!" Stick was practically bouncing and hadn't noticed the shock on Twilight's features. The alicorn looked ready to bolt but Penny stepped forward and put a leg over the mare's withers with some effort.

"What's wrong?" Penny was usually clueless to social cues, but Twilight was telegraphing her emotions enough that if Stick weren't so giddy she would almost have felt it.

"I thought… well, that we…" Twilight looked about to cry.

"Whoa, slow down." Stick finally got a fix on the situation. "You and Fast got pretty close, didn't you?"

Twilight nodded, but her brain was rushing through what-ifs. "I thought… well…"

"She is the queen of the hive, if she doesn't lay eggs, the hive won't reproduce, it would slowly shrink and die." Stick snuggled against the alicorn's other side. "Even if she took a pony mate, she would still need to do this."

The logic of it was sound, it made sense to Twilight. But it still hurt. "I should go…"

"Nope, not going to happen." Penny pulled on Twilight, trying to guide the alicorn toward the hive. "And don't try to teleport away, that would be rude."

Twilight blushed, she had to stop herself from building the energy to teleport. "You are right, I should talk to her, we are friends and friends don't just leave." The alicorn didn't notice, walking beside her friend, that Penny's back legs had the slightest of odd gaits.
> 100.99 - The undoing of a promise
> --------------------------------------------------------------------------



Warning: Contains sex that is a touch on the rough side, with very anatomically correct feline body parts. If you are wondering what I am talking about, look it up yourself. You are a big pony and this is in a mature section for a reason.



The lights of Manehatten were dim, Penny felt literally on top of the world. Their room was at the top of the huge building and they had the penthouse. Laying out on the balcony, she was relaxed and just letting the cool air blow over her.

"You said anything?" Stick's voice came from behind her, where she couldn't see. "Absolutely anything?"

Penny smiled and started to roll over, her big belly moving with her. Stick was certainly not a changeling. Proud as punch, sitting on their leonine rump, was a griffon. "I did." Penny squinted, wondering what was up with her wife. "I said absolutely anything but, Stick, come a little closer."

The changeling gave an adorable little squawk of surprise and stepped over, leaning down so her head was close to Penny's. 

"Stick," the mare was very quiet and the drone had to lean a little closer to hear clearly, "I would do anything, anytime, for you." 

Penny was wrapped in a hug that felt very odd to her. Feathers, fur, talons and paws. "You really mean that, don't you?" Penny nodded. "I love you Penny."

"Love you too, so how would you like to do this? I am not quite as… limber as normal." Penny gestured down to her belly.

"On the bed, on your back." Stick's voice held a note of command to it and Penny's eyes flashed up to her lover. "Right now…"

Penny rolled further and with a heave got her hooves under her. She stretched and shook herself, then, with Stick watching, she walked slowly, her hips and rump squirming with each step.

Stick was almost drooling, her beak was open and tongue hanging out. The sight of the mare, walking so provocatively, heavy with her foal, it meant that her griffon body certainly didn't need any workup. 

"Well, what are you two up to?" Hay walked in from the bathroom, her mane and tail in soft towels. She could have dried them with a spell, but sometimes you just wanted to relax and not use magic for every little thing and right then, Hay wanted to just relax. "Oh, putting on a show for little old me?"

Penny glanced at her other lover, looking from Hay's hooves all the way up and tracing her body with her eyes. "A show sounds good. I brought my pet griffon to really make it worth watching." Penny looked back at Stick, her eyes dancing.

Stick lifted her head and gave a loud, animalistic vocalization. She stalked forward like the predator she very much was at the moment.

"I believe this show would be acceptable. Do not start until I am comfortable…" Hay looked around, finding a few discarded cushions and settling onto them. "Very well, begin."

Penny lifted herself up on the bed, rolling to her side so that her rump was showing to Hay. "Come here boy, you know you want your naughty owner." She focused her eyes onto the griffon, drinking in the lines of her wife's form. "Be a good little boy and mount your mommy."

Stick's half-snort of laughter at the way Penny was talking was lost with those last words. She was going to be a mommy, she already was a very sexy mommy indeed and, as she watched the mare roll to her back a whole lot of urges were tugging the griffon forward.

"Oh, he looks such a brute, isn't he too big for you?" Hay grinned, she knew her role in this, she had set the stage for them and she loved watching Penny and Stick play, it was almost as good as joining them.

"I assure you, no stallion is too big for-" Penny was cut off, her eyes going wide. She was already wet as could be, the game and her lovers were doing enough for her to get that happening. But when Stick just reared up and slammed herself home, just like the beast she was roleplaying, it had her tumbling back on the bed and moaning deeply.

"I think somepony is a liar." Hay grinned and settled down, one of her hooves trailing back to rub between her back legs, slowly.

Stick didn't want to hold back and saw no reason to, she humped forward hard, driving the feline shaft home in her lover. With an odd squawk-growl, she pulled and watched as Penny's features changed.

Penny felt her lover pull back, knew it was coming. She didn't count on a griffon shaft being a whole lot more catlike than birdlike. It was like a hundred little blunt claws, raking down inside her. She whimpered at first, it was almost-pain. But when the griffon atop her shoved back in the almost-pain turned to definitely-pleasure. It was like a fire was quenched with ice, like flames burned up her inner passage. Penny lifted her head up and kissed the razor-sharp beak right before her.

Worried for a moment, the kiss reassured Stick and she pulled back and shoved in again, her body aching to just take off with the speed but she wanted to be sure Penny was okay with everything. 

"Faster you brute, I think she wants it much faster." Hay saw the bliss on Penny's features and decided it was her job to direct things. Stick seemed to be up for the challenge and began to hump and buck.

Penny's world existed on the pleasure side of the thin line of pleasure-pain. Her body screamed with each withdrawal but ignited in pleasure with each thrust. She didn't care, it felt so good to her that she tried to buck up into Stick's thrusts, but with the angle and her weight there was no hope for her to really accomplish much but be the griffon's little fuck-toy. Even the thought of that, of being helpless under her 'brute' made happy sparklers go off in Penny's head and she lifted her hooves up to rub the griffon's ruff. Stick's ruff.

The world was narrowing for Stick, in the way it always did when she was a stallion. Penny was doing as best as any mare could ever do for her and when she started to smile up, tickling her neck-feathers the drone couldn't take it any longer. Her hips started to assert their own pace, blistering.

Hay saw the moment when Stick lost full control of herself, her body racing for the finish line. Penny moaned out in orgasm before the griffon reached her mark and Hay kept her own pace, her hoof gentle, lazy. She would get her turn.

Penny watched, her climax extending thanks to the hefty griffon tool still pumping away, as Stick lost herself. The tapered, spined shaft inside her suddenly grew, swelling moments before a heat built inside the mare, the heat of her lover.

Stick felt everything collapse in around them, her body giving up the precious seed to the mare under her. But even as she softly cooed in release, a spark in her body drove her hips to begin their pace anew. Stick was driven, her body taking full control as she started to hump and drive into her mate, her lovely mate.

Eyes wide, Hay watched as the griffon took the mare again and again, Penny looked done for completely after about the third run around the track, but Stick seemed quite up for continuing. Hay's whole body trembled then, the moment of desire overcoming her. She would certainly love to be in Penny's position and, she mused as she climaxed, she would certainly ask their talented shapeshifting lover to fulfill that dream tomorrow night. For now, she could only picture it in her head as her body clenched again and again, the pillow under her growing damp as she slumped into the soft pile, squirming happily.





Penny hobbled to the exit of the train, the soreness in her back-end worse when she moved, but certainly not eased when sitting still either.

"No more griffons." Penny glared at Stick as they were getting ready to get off the train back at Canterlot. Their honeymoon had been mostly relaxation and exploration. Except for the last night.

"But you said I could do anything I wanted!" Stick nuzzled her wife, the protests more a game than a real argument.

"And I did anything you wanted. Now I am telling you, in future, anything you want excludes griffons." Penny nipped Stick's shoulder. "And you deprived poor Hay of some fun."

Hay lifted a hoof, trying to keep out of their verbal sparring.

"Why?" Stick tried to look innocent but even she had almost balked at what she had turned into. It warmed her that, despite the… shape, Penny had agreed to try it.

"Because there is no sex for a week." Penny looked between the pair, Hay looked a bit sad but stepped over to Penny and nuzzled her.