> Babs Seed with a Buggy Twist
>  by TheOneWithoutAName
> --------------------------------------------------------------------------

> Love and Funtime (Unedited)
> --------------------------------------------------------------------------

“Please don’t be afraid,” said Twist as she was leading her friend Babs Seed through Whitetail Woods.

It has been quite some time since the little candy making filly Twist had her friend Babs Seed over for a visit.

Twist still remembered the day where they befriended each other. Back then Babs Seed was over for her summer break and walked around Ponyville with the CMC. Twist saw her together with her old friend Apple Bloom and thought she might as well ask the new pony to test her sweets. Babs Seed wasn’t sure about the quality of the sweets, but at the same time didn’t want to miss the chance of free sweets, not to mention that her cousin vouched for the quality, so she accepted.

After tasting just how good Twist’s sweets are they quickly became friends. Babs being rather eager as she saw the benefits of having somepony as a friend who could create such great treats.

Since then Babs and Twist were for a lack of a better word ‘hanging out’. Babs hereby helping Twist to build up some confidence in herself and her abilities, while she offered Babs candy in return. During that short time in summer Babs even seduced Twist, eating out her ‘personal’ sweets and both shared some rather pleasurable nights together. Babs was hereby delighted to see that the little filly seemed to have a rather depraved streak, considering it didn’t take long for her to get used to these activities and even get into them quite heatedly.

But of course the summer break had to end and Babs had to go back to Manehattan. They still stayed in contact through letters. Letters which over the course of the next year made Babs quite curious.

You see, in these letters Twist excitedly exclaimed how she had found a group of stallions which were living outside of Ponyville. Under them also one named Kevin who Twist rather grew fond too. In these letters she always got into detail about the sexual acts she committed with said stallions, with even an offer for her to join in on her next summer break too. Suffice to say Babs Seed found herself masturbating to every one of these letters. There were a lot of mare juices spilled because of these tales.

Of course Babs Seed doubted this story at the beginning, thinking about how it is impossible to simply meet a whole group of stallions, since they were a rarity, but… Twist’s reports were rather...accurate in their description, enough so that she was deciding to put some trust in her. Not to mention that Twist was her friend and probably wouldn’t lie to her in such a manner.

Also of note is that this whole situation had made her of course quite curious. She never was with a colt or stallion before, considering how rare these were. The interest was always there, but now that Twist was offering her friends for a little adult playtime… She couldn’t resist it. After all she heard that a real stallion should be a rather nice experience.

And that’s where we are now. Twist was just leading the way for Babs Seed and asking her to not be afraid of her friends. Of course Babs snorted derisively at her plea.

“I’m not afraid.”

A giggle escaped Twist’s lips as she smiled at Babs.

“If you say so. My ‘friend’ is just a bit unusual, just like the other friends I mentioned. I didn’t want for you to freak out. He gets rather nervous from that. And it is harder to get him going if he is like this.”

Babs Seed simply blew a strand of her mane out of her eye.

“You shouldn’t be so worried. I will put up even with the ugliest of guys if that means I can get a nice cock out of this.”

“He is not ugly! He is rather striking!”

“When why are you making such a fuss about it?”

“It’s just, um…”

At that exact moment a male voice cut through their conversation.

“Hi Twist.” 

Babs instantly turned her head to the source.

“Who is-” she asked, before she started into the blue orbs of an insect-like enquine, “It’s a changeling! Get behind me! I will take care of it! Hyahhhhhhhhhhhhhh!”

With that mighty roar, Babs Seed instantly tackled the hole-riddled creature to the ground, determined to add a few new ones to it.

With her earth pony strength she easily dominated the little bughorse and took him in an unbreakable headlock, making the creature wheeze.

“A-A-Air!” the changeling pleaded, only for a hoof to connect to his forehead.

“OUCH!”

Babs Seed grinned, as she clearly dominated this wild creature, her triumph drawing near. Or at least until she was tackled of the black bug and pinned to the ground.

As her eyes focused back she could see the slightly panicky eyes of her friends staring down at her in worry.

“No, no, no! I thought I asked you not to freak out!”

“What are you doing! Let go! There is a changeling!”

“He is Kevin!”

“I-Wait...he is Kevin?”

“Uhm...yes.”

“A changeling.”

“Mhm.”

“Aren’t changelings some love sucking monsters?”

“He is no monster! I mean, sure, they feed on love, but at the same time I’m in a way feeding on the pleasure they provide, so it’s a fair trade, and not some sucking or stealing thing.”

“I-what? But- He is a bug!”

“And we are ponies. There are also griffins, donkeys, and minotaurs living in Equestria. So what?”

“That doesn’t convince me Twist. They were the ones invading Canterlot after all!”

Twist sighed, “You know, changelings aren’t as bad as their reputation makes them out to be. Kevin and his friends in fact saved me from a timberwolf attack. And I back then wanted to repay them...which lead to where we are heading now. It’s just like I said. They feed on love, and I on the pleasure we share together. You just need to give them a chance. Once you do, you will find out just how good they are...how very good they are…”

“...Alright,” Babs Seed said a bit hesitantly, before glaring back at the changeling, “But no funny business.”

Twist giggled, “Isn’t that what we are here for?”

Babs Seed just rolled her eyes, “Seriously, where you always this perverted?”

“Only after I met you.”

“Fair enough,” she said after moving forward to Kevin.

“So I will trust you, what was it, Kevin?”

He nodded, “Yes. That’s my name.”

“A rather strange name, but meh. Anyway I’m Babs Seed.”

“Kevin.”

“Yeah, I think we already accomplished that,” she replied sarcastically, “So, what now?”

“We are going to meet the others in their home!” Twist cheered as she immediately nuzzled Kevin’s neck, who happily accepted it.

“Gag me. But fine, lead the way.”

And that he did. The walk was relatively quiet as Babs Seed only asked him a few questions. Mainly about the timberwolf attack. It seemed like he had gotten a few bruises out of it before the other changelings could help them and Twist tried to make him ‘feel better’, which mainly consisted of her suddenly slurping his hard rod, which in turn turned the other changelings on. Twist seemed to immediately have spread her legs as a ‘sign of gratitude’.

No matter how strange the tale sounded, Babs couldn’t deny that it was still rather hot. She could already feel her loins tingling at the images of her friend ‘repaying’ her saviors.

Soon enough they arrived at the entrance of a cave. Twist didn’t even hesitate to walk in, which pressured Babs to follow suit. Of course she didn’t really like it, considering this just screamed trap! But then again, if Twist really came out of these caves all the time after meeting the changelings it probably wouldn’t make sense to set up a trap.

Not that it set her mind at ease.

‘Just do it for the cocks,’ she asserted. But that only helped her a little.

Inside the cave the wally were layered with a green hardened goo, and glowing goo crystals. Soon enough they came to a big empty room, making Babs wonder where the other occupants are.

“So...we are here now. But there are your other friends?”

“Well, they are out at the moment, but will be returning shortly,” Kevin responded.

Babs raised an eyebrow, “And you are not guarding this place?”

Kevin shrugged, “It is a simple cave. We can find such a cave and furnish it with our abilities in the blink of an eye, so we are rather lax on security.”

Twist just rubbed her legs nervously together, “I hope they return soon, before I’m losing it. But on the other hoof that means that I can use the time to start and show you all the wondrous things Kevin and his friends have taught me.~” she said towards Babs with a smile, before turning to Kevin, “Could you sit down, Kevin?”

The changeling nodded and sat down, his hind legs spread wide, to give them both an excellent view of a pair of perfectly round and black orbs, with a glowing blue pointy shaft nestled above them.

Babs Seed eyed the strange looking and glowing cock, along with his black nutsack. It certainly was different when what a stallions was depicted, but this also made this more interesting for her. It seemed rather...exotic.

‘His dick is a freaking flashlight!’

Yup. Really exotic indeed.

Babs had to suppress a snicker at the thought. She was so fixated on them that she almost missed her friend Twist’s action. Self-control was definitely something different, as she was throwing herself at him. She instantly lowered her body and neared his testicles with her muzzle, sniffing it.

The little filly basked in the arousing musk of Kevin’s sweaty balls, making the changeling shudder.

“Ahhhh. That’s the stuff,” Twist said, right before she buried her muzzle into his nutsack taking a deep whiff as she nuzzled his balls. After that she stuck her tongue out and let it dance over his sensitive orbs. Kevin appreciated her efforts greatly, which Babs could identify by his pleasurable groans and the way his hoof was patting over her mane lovingly.

Twist, seemingly encouraged by the silent praise opened her mouth wide, before suddenly taking one of his salty balls in her maw, making Kevin gasp out loudly as she then proceeded to suckle on it, while her hoof reached up to his glowing blue shaft.

Her hoof had itself quickly wrapped around his cock and started to slowly masturbate him while she was softly suckling on his balls, slobbering them in her sticky saliva.

Kevin’s balls contracted in her mouth, as they churned up their first droplets of pre which quickly exited his shaft and formed on his tip. The succulent fluid quickly formed a drop.

Twist let go with a loud pop of his balls to eye her tasty reward. She leaned the cock slightly towards her tipping the drop over and letting it flow down his shaft, were Twist quickly stuck her tongue out to lick his shaft from the base up where the drop was running down, meeting the tasty morsel in the middle.

Twist moaned as she dragged her tongue up until it was on the top, lapping everything up, while Kevin could only agree with an ecstatic moan of his own. The little fillies tongue teasing simply feeling heavily for the changeling.

Her tongue stayed on the top, circling his pointed tip, and always licking directly over it when other droplets of precum formed.

“You like that, don’t you Kevin?”

“Mhm,” said the changeling timidly with rapid nods.

After deciding she teased her friend enough she retracted her tongue, before giving him a lewd grin.

“Bon Appetit!”

After that she opened her mouth wide, making Kevin’s eyes widen before she suddenly dived down on his length, her maw completely enveloping it in its warm and wet confines.

Babs could only look on fascinated, her eyes never leaving her friend. She was so focused that she didn’t even hear the sound of hooves approaching her from behind, before a changeling hissed softly into her ear.

“So this is your friend,” the new changeling hissed a hungry look spreading across his face, while Babs let out a rather feminine squeak before turning around. The sight before her made her freeze in shock.

Around them were gathered a mass of changelings. Babs Seed couldn’t really tell how many, but she guessed that there were at least 50 of the bug-like creatures.

Twist popped Kevin’s cock out of her mouth and turned her head to greet them with a small grin.

“Yes. This is my friend Babs Seed. And Babs Seed, these are my friends, the changelings.” 

“You, uh, didn’t mention there were so...many.” 

“Well, I didn’t want to overwhelm you. But the more cocks the better, right?”

“You really were this perverted all the time, weren’t you?”

“...Maybe.” 

“So, are you ready to start some action?” the changeling standing next to her asked her with a grin as his eyes roamed over the fillies form, making her slightly anxious.

“Y-Yeah! Totally!”

“That’s good, because you see that we are already quite excited ourselves.”

And he was right. As Babs looked around the flashlight dicks were all standing proud at attention. Their cocks alone would probably be enough to light the whole cave at this point.

Babs Seed couldn’t deny that the thought amused her. Lighting the way in the dark with your dick? That certainly was something they didn’t teach her in any schoolbook.

The silliness of it all also had the nice side effect of making her relax around them more.

“Well, I will show you and Twist how we get our stuff settled in Manehattan,” Babs replied now more confidently.

“Ahhh, I t-think *pant* that she will fit in h-here *pant* perfectly, S-Stuart.” replied Kevin while Twist was slurping his cock again, seemingly having gotten back to the task without hesitation after the initial introductions.

But that of course wasn’t what had Bab’s mind occupied. It was more something of a more mundane nature.

“Wait... his name is Stuart? BWAHAHHAHA!”

“Don’t laugh! Stupid pony!” the now dubbed Stuart replied angrily.

“Pffft! Next thing you will tell me you have a changeling named Bob!”

As luck might have it Babs didn’t see the timid changeling that was lifting his hoof shyly as her back was turned to him, but a glare from Stuart instantly made him drop his hoof down again. They really didn’t need a pony making fun of their names.

After that he waved the changeling named Bob forward to sit beside Kevin, who still had his rod being sucked like a lollipop.

But Babs eyes were more focused on her prize, as the changeling was sitting in front of her and presenting his large glowing cock.

She couldn’t help but lick her lips at the sight.

Stuart seemed to be satisfied with her attitude as he noticed the hungry look in her eyes as her head subconsciously seemed to near the changelings hard rod.

“Well then. Let’s see if you can do just a good a job as our other broodmare. Bob, you will be the judge.”

“Bo-“ before she could question his name and fall back into laughter Stuart shoved her face down onto his cock.

She could feel the warmth of his member, as well as the slight pulsing it gave off, remembering her that she was now really having an alive cock in her mouth for the first time. Something that excited her.

‘A bit salty,’ she noted as her tongue rubbed against the underside of his cock, ‘But not bad.’

“So, are you going to start sucking soon?” asked Stuart right next to her with a scoff.

‘What a jerk. But unfortunately he is right. I don’t want Twist to upstage me,’ she thought as she started to suck on the shaft, making the changeling groan from the new sensation.

From her peripheral vision, she could see her friend already bobbing her head up and down on the meaty shaft of Kevin. Her enthusiasm and hunger seemed to be quite unmatched and Babs realized that she had to step up her game if she didn’t want to lose to her friend.

With no time to lose she started to move her head up and down his length. Her tongue hereby made sure to lick and explore every inch of his hard cock that seemed to pulse with the rhythm of her head bobs.

The moaning from Kevin got louder, making Babs Seed aware that she was still lacking behind, so she tried to speed up a bit.

Soon wet slurps echoed through the cave walls as the two slutty fillies competed on who was the better cocksucker. Babs Seed seemed especially dogged to claim that title as she always tried to go faster and harder, as well as suck Bob’s length with more gusto.

Droplets of the changelings pre were already filling her mouth, which she all too eagerly ate up. The salty taste being rather enjoyable for her, which actually begged the question...

‘Wait, how can Twist like that taste anyway? She is a candymaker for Celestia’s sake! She should be into sweets and not salty treats!’

However, she soon dismissed these thoughts in favor of slurping the glowing and leaking changeling cock.

As both of them sucked their cocks with passion, the strong scent of aroused changeling stallions permeated the air. The viewers all around were dripping thick droplets of pre from their shafts as the show these two little sluts were giving them seemed to be quite the turn on.

The thick male aroma only reinforced Babs as her head bobbed up Bob’s length just as enthusiastically as Twist, who was fellating Kevin.

A loud throaty moan escaped the brown filly as she enjoyed the taste as well as the texture of the cock that she was rubbing, licking and sucking inside her hungry maw. The vibrations of her moan only seemed to bring Bob more pleasure as he loudly gasped and squirmed in place, something that made Babs Seed smirk.

She was so deeply concentrated on her naughty task that she almost didn’t notice the nearing form of Stuart, who eyed them with lust as he caressed Twist’s side.

“Now lift that flank of yours. I have a surprise for you.”

“I love surprises,” the candymaker Twist chirped as she stopped her sucking for a moment and all too eagerly lifted her flank, as well as her tail so that everyone could see her most private area. Said area was dripping with need and winking constantly in need of a cock to stuff her.

“My, my. We certainly have a naughty little filly here. You are dripping. Should a naughty little filly really get a surprise?”

“P-Please! Don’t tease me! Just f-fuck me hard! I’m your little filly slut! So use me as your cumdumpster!”

Stuart snickered, while he waved a changeling over to take position behind Twist. Of course the changeling all too eagerly scampered forward.

Stuart then moved behind Babs Seed, who had her flank still glued to the ground.

The little filly could feel a slight blush creep on her face from her friends rather...crude words. She almost missed Stuart moving behind her, until he started to massage her flank and cutie marks.

“What about you? Feeling ready to play with the big boys?”

Babs was hesitant at first, but tried to downplay it, since she didn’t want Twist to see her brash attitude fade. She was Twist’s mentor in a way, and now to get upstaged by her was something she couldn’t really allow. Unfortunately Stuart seemed to look right through her as she didn’t answer immediately.

“What? Don’t tell me you are too chicken at the end?”

“I-I’m not chicken!” she hastily denied, not wanting Twist to think any less of her.

He got a predatory grin, “Oh really?” 

“Y-Yeah!”

“Then lift those flanks. I promise you will enjoy it. I mean, if all Twist has told us is true, you are an even bigger slut than her, even though that is rather hard to believe.”

Babs Seed burned with both parts of embarrassment and anger at his comments. She certainly wouldn’t chicken out and show them all how it is done right. She would make sure this jerk would cum before her, as she had no intentions to fuel his smug attitude. With that thought in mind she lifted her flank from the ground and hooked her tail up, to give Stuard a good view of her privates, which were at least as wet as Twist’s from the blowjob action prior.

“My, my. You two really seem to be alike. Two horny filly sluts that can’t wait to be filled with a nice changeling cock.”

“J-Just shut up and just get on with it!” Babs commented, with a slightly embarrassed as well as annoyed tone.

“A tsundere?” Stuart teased, “I think I will enjoy this even more than I thought.”

The brown-coated filly huffed, but didn’t comment further on it.

Stuart, deciding he teased her enough then stepped over the little filly, his glowing shaft already in a perfect line for penetration.

“Ready?” he asked the changeling who was standing over Twist, his cock already prodding the excited fillies flower, which was winking sporadically, craving to be filled by a thick changeling cock.

The changeling gave a cheeky nod, making Stuart smile as they both thrust forward.

A loud moan escaped both fillies as their flesh was simultaneously pierced by a hard changeling shaft each.

Babs instantly taking a liking to this completely alien sensation. It felt strange to her, but strange in a good way. This new feeling of fullness seemed to overwhelm her a bit since she almost lost her balance by the first thrust of the changeling behind her.

Fortunately she had a cock in her mouth that caught her. Well, caught her if you count that she lurched forwards in such a way that the cock suddenly breached the entrance of her throat and impaled her constrained gullet effectively like that.

Babs could only gag as Stuart started to thrust into her, while Bob let out a surprised moan at the feeling of her convulsing throat on his shaft.

It took a moment for Babs to get out of her haze and free her gullet of the cock that was currently occupying it. She pulled out completely for a moment, to take a breather as well as get used to this new sensation. The feeling of her pussy flesh being spread around a hot throbbing cock.

‘T-This is...real s-sex? Celestia! Why d-didn’t....Aahhhhh, try this sooner!~’ she thought, while she sank her mouth back on Bob’s cock.

Again and again hammered Stuart back into her tight once virginal tunnel, taking her hard and claiming her as his personal slut.

The filly could do little more than stiffle her moans with the cock flesh currently occupying her gob, as pleasure assaulted the every nerve of her flower with each time Stuart jammed his cock into her.

Of course this didn’t deter Stuart from hearing her cock-muffled moans and he got a smug smirk on his face.

“My, my. Does our little tsundere enjoy to being speared on a cock?”

“I-Aahhhhhhh...am n-not enjoying...i-it t-that much!” she immediately said after pulling off from the cock she was fellating. Her hooves temporarily jerking Bob’s cock as she took her time to glare upwards at the changeling violating her needy foal maker.

“Feisty. This makes me want to hear your slutty moans even more!”

“B-Buck y-y-you!”

“Can’t. I’m currently busy bucking you.”

“Ugh! Fine! D-Do what you want! S-See if I caahhhhhhhhhhh!”

“Oh, I will.~” singsonged Stuart as he gave Babs a cheeky grin, while she lowered her head as to hide her blush from moaning out loudly like that.

She quickly got back to sucking off Bob to muffle her moans again. She didn’t want to give such a guy like Stuart the satisfaction of hearing her moan after all.

Her attention however, soon was drawn to another.

“I-I’m cumming, Twist!” Kevin moaned out before his hips started to buck sporadically as he released his seed with a primal groan.

Twist gave her confirmation in form of a happy gurgle, as his cock was deeply buried in her throat, a visible bulge clearly displaying the lewd act.

Said bulge started to pulsate showing how Kevin was currently pumping his cum down Twist’s throat. His face was a look of pure bliss as the walls of his little filly friend squeezed his cock, milking him for every drop of his hot spunk.

Babs could only look on in awe at this spectacle that unfolded in front of her. Twist surely had grown, considering how she was taking a large delicious cock down her throat like it was nothing.

Like it was mere foals play even!

Of course she couldn’t let that one slip.

‘I will not lose!’ swore Babs Seed to herself, as she readied herself to give Bob the exact same treatment Twist did to Kevin.

She took a few calming breaths through her nose, before suddenly lurching forward and burying the cock with one fellow swoop down her tight little throat.

Babs started to gag suddenly, as she felt the new intruder block her airways.

‘I-I need to h-hold on. Just r-relax, dammit!’ she told herself as her throat continued to squeeze the intruder in a vain attempt to push him out. Bob could only squirm from the milking motions her throat inadvertently used.

It took a bit of willpower, but eventually Babs managed to get used to the sensation of thick cockflesh occupying her gullet.

She eventually pulled the hard rod out of her throat, to get some fresh air in her lungs again, before plunging the cock back into her tight throat.

This was when she noticed a strange brown light emitting from beneath her. She was first puzzled but soon remembered Twist's throat was shining with a soft white light as well, as she had deepthroated Kevin.

'Bob's flashlight cock is shining right through me!' she realized, as she continued to impale her throat on it.

It was a ridiculous as well as silly thought. Her neck bulge was shining brown as her fur seemed to change the light color that shined through.

It really took all her willpower not to laugh at that, especially considering that this might as well apply to the cock of the jerk that was currently pounding away at her snatch.

She soon enough shook the funny as well as arousing thought of pony throats being used as color light changers off as she tried to simply concentrate on the feeling of Bob’s thick cockflesh down her throat and how she would make him cum the same way like Twist.

Her rhythm increased now with every plunge, as she became more used to this new and depraved sensation. The warm cock that was pounding into her made her squeal sometimes, which came more out as a muffled gurgle, but all the same it just turned her on more, which egged her on.

Soon she was throatfucking Bob’s cock just as ferociously as her friend Twist had. A sensation which made Bob pant heavily as waves after waves of pleasure were washing over him with each time her throat rubbed along his cock and clenched on it in a lewd milking motion.

Pre was dripping freely from his cock, coating her esophagus in a thick layer of it while she continued her ministrations, as she facefucked herself on the changelings cock.

Said changeling couldn’t hold it in any longer and started to hump her face slightly as his thick cockflesh started to pulse and he came.

“Mmpfh!~” was Babs rather elongate response as the cum was streaming out of his cock and directly down into her stomach, giving her a warm sensation.

‘I-I did it!’ she internally cheered as cum was pumped down her throat in thick stringy streams. The feeling made her body tingle with arousal. 

‘T-That’s not...half bad,’ she thought as her belly was filled with the warmth of Bob’s cum.

‘He ain’t a talker, is he?’ Babs wondered with amusement as even when he came he only gave a quiet squeak to give it away. Not that it was a bad thing. This gave her a bit of a feeling of power. Something Stuart seemingly tried to rip away from her.

Not that she would let him do that without a fight though.

“Agh!” Babs groaned after she had pulled her head of Bob’s softening member. The groan elicited by a particular forceful thrust that was sent into her little form. The culprit easily enough recognized by the smugness of his tone.

“What? Finally admitting how good I am at this?”

Babs grinded her teeth, “In your dreams! It’s not like I’m be enjoying your pathetic thrusts or anything!” she roared.

“I love tsunderes,” murmured Stuart simply as he continued to rail the fillies naughty hole.

Babs continued to silently revel in the sensations Stuart’s throbbing cock brought her. Each thrust was stretching her walls and stirring up her insides in all the right ways. Jolts of pleasure followed each of his deep and hard thrusts, which made it quite hard for her to stiffle her moans.

‘H-How d-does this...Aahhhhh...feel so good?’ she asked to herself, knowing that she won’t be able to hold it in much longer.

And she was right.

One especially fierce thrust poked the entrance to her womb, making the filly squeal in delight.

Of course Stuart didn’t let that opportunity slip.

“What was that? Is there a little naughty foal enjoying herself?”

“I-I was just s-s-surprised! That’s all!”

“Mhm,” he hummed before his front leg suddenly moved out of her field of vision, “Makes me wonder what happens if I do...THIS!” he said before his hoof suddenly reached out to her clit pinching it.

A high-pitched girlish squeal escaped Babs immediately as her pleasure levels just rose by a significant amount. Her dripping pussy was clamping wildly around Stuart’s cock as he simply continued to fuck her senseless.

“You like it, don’t you?” he teased.

“I-Aahhhh!” she moaned out as Stuart’s thrusts were increasing in frequency and force. The pinching of her clit only seemed to weaken her resistance further. She was moaning openly now, much to the enjoyment of the changeling audience all around them.

”You do, don’t you?” started Stuart again, a question which Babs this time only answered with a throaty moan. This seemed to spark a mischievous glint in Stuart’s eyes, “Well, tell me. Who is my little slut?”

Babs bit her lower lip. She could feel herself getting close. And she could feel her resolve slowly crumbling with each thrust and each pinch or twist of her clit, the pleasure simply proving too much to endure quietly. At this moment it only needed a small push for her to be brought over the edge.

A push Stuart all too readily provided.

“WELL?!” he demanded with another hard thrust, piercing the fillies last resistance as the pleasure completely clouded her mind.

“I AM! I AM YOUR LITTLE FILLY SLUT TO FUCK AS HARD AS YOU PLEASE!~~”

“THEN TAKE IT ALLl!” he roared, before Babs could feel his length suddenly pulsating, as his hot changeling cum flooded her quivering walls.

‘H-H-He’s f-filling me...up!’ Babs Seed thought with widened eyes as each rope splattered deeply inside of her as it pressed into her young womb. The hot substance searing her insides.

The little filly couldn’t help it at this point as she loudly screamed out her pleasure. Her walls were flexing sporadically as a torrent of her own juices gushed out as she hit her climax.

At this moment Babs didn’t care about the teasing of Stuart. She only did care about the waves of pleasure that came crashing down on her and wracked her body in all the right ways.

Her pussy clenched and clamped hardly on Stuart’s member, trying to keep the flow of his hot spunk going, even as her belly bulged slightly under the amount he was pumping into her.

Out of her peripheral vision she saw that Twist was in a similar state as she loudly moaned and writhed as her body was also filled with the steaming hot white substance, a belly bulge also forming.

After both changelings flow of cum finally ceased they pulled out, a line of cum following their glowing shafts. Stuart had a satisfied smirk on his face, that Babs immediately wanted to cave in, however, his next action greatly flustered her, as he all of a sudden gave her a lovely nuzzle.

Babs face immediately got just as red as her mane, blood pumping into her face from the sheer embarrassment.

“I, uh, bwuh,” was the only response her brain could come up with at the gesture, which made Stuart chuckle. A reaction which made Babs puff out her cheeks in indignation and of course a bit of a pout.

“You are rather fun to play with,” he commented, but she couldn’t really come up with an answer as she was suddenly enveloped in the glow of Stuart’s magic and lifted up.

Twist shared the same fate as the magical glow lifted her a bit upwards. Babs then noticed that two changelings positioned themselves. One of them surprisingly enough being Kevin as they both started lying next to each other on their backs, their erections proudly pointing in the air.

It didn’t take a genius to see that Stuart would spear them directly on the lying changelings rock-hard cocks. Babs couldn’t deny the longing that filled her as they neared the pleasurable tools that would soon be buried in her and also Twist’s snatch again. Twist however was far less quiet when it came to voicing her approval.

“Aahhh! Yes! T-Take me! Fill me up K-Kevin! Make...Ahhhhh…it so I won’t walk straight for a week! F-FUCK ME!”

Only a second later both of them were hovering over the changelings cocks, before with a smirk Stuart smashed both of their bodies down with force, impaling them as their pussies were spread by cocks yet again.

Babs let out a rather uncharacteristic squeal of delight as she could feel her insides being filled so abruptly, but all the same her walls happily welcomed the intruder by wildly clamping down on him.

It was like she was in a pleasure induced trance as she was simply sitting there, taking the feeling of this new cock in.

‘Aahhhhhhh! I might get a-addicted to this!’ she thought as the cock occupying her flower suddenly started to rock inside of her, making the filly bit her lip to stiffle a lusty moan.

Twist was not better off as she was loudly voicing her pleasure about being penetrated by her friend Kevin, moaning like a whore for all the changelings to hear.

Movement soon followed as both changelings thrusted upwards into their dripping cunnies. The additional pleasure from hearing her friend Twist moan was making Babs Seed feeling rather hot and bothered. A feeling the changeling beneath her all too willingly quenched with his thrusts.

The changelings continued on to pound inside the two fillies, stirring up their insides as their thick cockmeat was thrust inside them.

For a moment Twist and Babs Seed turned their heads and looked at each other. Lust clearly burning in both of their eyes. Twist gave her friend and fuckbuddy a warm smile, which Babs couldn’t help but to return.

Their contact soon enough faded as they both couldn’t help but concentrate on anything other than the big phallus that was crammed into their cunts. Babs had hereby her eyes closed as she took all the sensations in. Every rock into her, every pulse of the glowing shaft, and even the smoothness the changeling cock possessed.

For her it was fucking heaven. This definitely was worth the risk of getting into that cave, since she couldn’t remember when sex ever felt this good. And if it always felt just like this, Babs would definitely try to come down to Ponyville more often.

Her eyes then snapped open as she could suddenly feel a hot cock prodding at her tight virgin pucker.

Startled by the contact she turned her head to see a changeling mounting her from her back.

“W-Wait!”

Said changeling cocked his head, “Why? Just look at your friend if you have any doubts.”

Babs did and her eyes bulged as she saw Twist already getting two cocks hammered into her sweet, juicy plot, while moaning out like a whore.

“She seems to be enjoying it, and so would you.”

“H-He is right!” gasped Kevin out, “T-T-Twist really...loves...Aahhhh...it up the butt. Y-You should...sweet tap dancing Chrysalis strapped on a dildo chair...try it!”

Ignoring the oxymoron about a changeling Queen dancing while she was strapped down on a dildo chair, she decided to pull through with this. There was no way she would surrender to her pupil!

“B-Bring it!” she squeezed out while the changeling using her pussy didn’t even take the time to slow down his thrusts.

The changeling on her plot didn’t hesitate as his prodding got more insistent and his phallus finally managed to squeeze his way inside of her plot.

Despite her expectations that it might be a painful experience, like she had heard, it was anything other than painful, which she guessed was thanks to the high pre production which made the changelings member rather slick.

As the pointed tip slowly stretched her sphincter open, Babs could only feel a new alien sensation enter her, as she was being filled.

She couldn’t really place the sensation at first, other than feeling full, but as soon as she could feel both cocks thrusting into her lower holes, she could feel pleasure deriving from the cock pounding away at her ass.

Both poles were teasingly rubbing along her sensitive insides, sparking wave after wave of pleasure within her.

Soon both of the fillies depraved moans filled the cavern as they were fucked in tandem. Both of their holes were thoroughly plowed, not to mention stretched with each time they were driven into these little sluts bodies.

Babs was drawn out of her trance-like state by Stuart, who suddenly stated plans with Twist that surprised her.

“Did you know that Twist volunteered to be our broodmare once she reached the right age to carry our eggs?”

“B-Broodmare...Aahhhh!” Babs managed to moan out at the sensory overload as the changelings simply continued to plow her wanton holes.

“Aahhh. YES! Y-You could j-join me! W-We could be b-broodmares...together!” chimed Twist in, trying to encourage her friend so that they both get impregnated by this majestic bug-like creatures.

Kevin, who was currently being ridden by Twist threw in his two bits, “S-She is right...y-you know. I-It is a rather unique...e-experience. And it would m-make you and...T-Twist our new Q-Queens...considering t-t-that we left...Chrysalis h-hive.”

“A-A Queen?” pondered Babs, a smirk forming on her face, “I-If I ca-a-can boss Stuart around...count m-me in!”

Stuart himself snorted, but couldn’t help but grin, “I guess it’s settled then. Now everybuggy, let’s give our new future Queen the pleasure she deserves!”

A cheer rang throughout the changeling crowd as the changelings, like Babs noted, seemed to be even more eager now to ram her holes with these thick and throbbing hard cocks.

The pounding continued on for a good few minutes until Babs suddenly got a glowing precum dripping member slapped in her face.

“Come on! Suck newbie!” one changeling she didn’t even know the name of teased.

“That’s Queen to you!” Babs seed countered as she could only grin smugly. Despite that however she still wrapped her luscious lips around his glowing tool.

‘This time I’m a step ahead!’ Babs proudly thought, before noticing the distinct sound of slurping right next to her.

She turned her head only to see Twist already lewdly sucking on a changeling cock.

Babs groaned internally, seeing that Twist seemed to be more versed in this than she thought. But that was of course no reason for discouragement, just the opposite, it spurred her on even more as she saw it as a challenge to suck the changeling off before Twist did hers. And so she did.

Loud and obscene slurping noises echoed through the cave as Babs immediately worked with all she had. She pounded the cock immediately with her face and throat, while the two other changelings behind and beneath her pounded her lower holes in earnest.

Lewd muffled moans could be clearly heard from both fillies as the changelings did their best to please their future Queens. A job they did well. Their hard cocks were constantly rubbing and piercing the fillies sensitive flesh, making them writhe from the ecstasy that it wrought on their nerves.

Wet squelching also could be heard as bits of cum were splashed against the changelings currently fucking their filled honeypot. The feeling of having the thick spunk being stirred inside them by a big thick cock proved rather pleasurable for the fillies, just as the one who was pounding their plots, or the cocks both their blowing ferociously.

The clenching pussies and plots, as well as the clamping throat muscles in the end were bringing the changelings close at a fast rate, as her hips continued their bucking.

Even the ones currently being serviced by their mouths found themselves suddenly facefucking their new Queens with gusto. Not that the fillies minded, as the only sound that escaped them were happy gurgles at the intense fucking session.

Hips soon were a blur as balls were wetly smacking against the fillies chins and plots, changelings were moaning loudly, while others were cheering for them and their future rulers.

Soon a primal roar echoed through the caves as all the changeling reached their climax. They bottomed out inside the little fillies, as they let loose a fountain of their salty foal paste inside of them.

Said fillies couldn’t help but climax themselves at the sensations, their body violently spasming as their juices shot out of their soaking snatches, coating the changelings cock, balls, legs and barrel that were lying under them.

Babs Seed could feel her eyes slowly roll into the back of her head as her orgasm only seemed to lengthen with each new barrage of stringy spunk that was filling all of her holes.

Twist was the same as her womb expanded to occupy all the steaming hot cum that was injected in her.

Soon the last spurt of cum was sprayed inside the little fillies and the flow ceased.

But of course it wasn’t over just yet. As soon as Babs and Twist were levitated off the slick and cum-coated changeling cocks new ones were immediately brought into position and they both were jammed into them to the hilt. Both fillies crying out loudly in ecstasy before the changelings continued to fuck their still dripping orifices like they were some cheap sex toys.

Since then hours passed as the changelings were passing around both fillies, each of the changelings wanting to have a go at both of them at least once.

During that time they were always filled with three cocks, their pussies, asses and muzzles being jackhammered into without care. Cum was splashing against their insides, giving these two warm bellies and also the look of highly pregnant mares.

‘They will...Aahhh...impregnate me when I’m...o-older!’ Babs moaned out in her thoughts, thoroughly enjoying the fantasy of getting stuffed by changeling eggs in the future.

Twist was the same, as her body was wracked yet by another powerful orgasm as a changeling unloaded his hot cum inside her.

But all good things had sometime to end and soon the fillies found themselves panting heavily on the floor as they were lying on their backs. Changeling cum as well as their own ejaculates were leaking out of each of their holes, as they tried to regain their senses.

Meanwhile all 50 changelings gathered around the ponies, using one of their hooves to jerk off.

Babs was the first to notice the circle of changelings that gathered around them.

“W-What?” she asked tiredly, only for Stuart, Kevin and Bob to step forward.

“Just planning of baptising you little sluts with our cum,” Stuart answered smugly, while Kevin nodded now rather eagerly.

“Twist rather likes it when her entire coat gets, well, coated in virile changeling cum. We thought, that we might give you that experience too. Not to mention that it is tradition to do that with all newly chosen Queens, even though, truth be told, we do it most of the time just for fun.”

“Aahhhhh! P-Please more!” responded Twist suddenly, as her body was writhing on the ground, “P-Please give us...y-y-your hot...spunk!”

The changelings all around them could only grin at their eager filly slut being reduced to a begging thoroughly fucked mess on the ground.

“So, what do you say? Want to participate in our sluttifying ritual for horny fillies?”

Babs seemed to be contemplative for just a moment before she gave a cheeky grin, “Go ahead, boys.”

And that they did. The changelings hoof motions increased in speed immensely after the second filly succumbed to their planned bukkake, and it didn’t take long for one of the changelings to reach his peak and aim his pulsating rod at the new filly slut amidst their group.

Babs moaned out loudly as the first volley hit her right across the face. The hot and musky cum going right up her head and making her lightheaded. She loved the feeling as more sperm was fired over her and her friend, covering the two fillies.

Rope after rope of steaming hot changeling cum was shot. More and more changelings followed, dumping their loads on the little cumdumpsters, something the two all too happily received.

Twist was even opening her mouth wide, while spreading her pussy lips with her front hooves. An action which was soon mirrored by Babs, as not to fall behind. Even now she wanted to prove herself, and the changelings all too happily accepted her stubbornness as they aimed at her slutty mouth and pussy.

The wet sound of cum splattering against the young fillies bodies only seemed to heighten the lust that permeated the air as it soaked into the foals coats, making them reek of freshly drained changeling seed.

The amount of spunk covering the fillies grew, as each changeling jerked off on them. Soon there wasn’t a single cranny or nook that wasn’t covered in their slimy changeling cum. Suffice to say that the fillies enjoyed the impromptu cum shower, or bath as the case may be.

But even after both fillies were drowned in spunk the changelings continued. They instantly took their stringy and exhausted forms from the heap of the cum-covered ground and started to drill into their filled pussied and asses again.

The changelings themselves didn’t care how dirty they became because of this act as they humped their moaning sluts into oblivion. Both fillies minds being assaulted again and again by the mind-shattering pleasure these black creatures provided them. 

Bellies were filled, juices gushed and squeals of delight could be heard. Both fillies could only smile tiredly as they were sandwiched between two changelings each, their little holes being plowed with all the force of a freight train.

Both were only a little white sperm-dripping dot, between the mighty bodies of these insectile creatures as they utterly dominated the little fillies, driving their cocks into them again and again.

Their stomachs bloated even further, with each load. Their bellies bulging beyond what should be considered possible with all the sperm that they had crammed inside of them.

This only seemed to spur the changelings on harder in their little fuckfest, as they thoroughly railed the semen-covered fillies senseless.

It took at least another hour, until the last changeling had blown his load inside and outside on the fillies bodies. They all had slumped over and now rested on the ground, the little fillies lying in the middle of them. 

The bellies of the changelings were filled with love, just as much as were the fillies with ejaculate. Both of them had a satisfied smile on their face. Babs Seed hereby raised her head and looked over a string of semen that was hanging over her eye to her friend Twist.

“T-Twist?”

“Yes, Babs?”

“Let’s come here again tomorrow.”

Suffice to say that Twist didn’t object. The two future Queens already looking forward to more playtime with their subjects.~